Delaware
|
|
47-3011449
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. employer identification number)
|
1001 Noble Energy Way
|
|
|
Houston, Texas
|
|
77070
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(281) 872-3100
(Registrant’s telephone number, including area code)
|
Large accelerated filer ý
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company o
|
Emerging growth company o
|
Part I. Financial Information
|
|
|
|
Item 1. Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 4. Controls and Procedures
|
|
|
|
Part II. Other Information
|
|
|
|
Item 1. Legal Proceedings
|
|
|
|
Item 1A. Risk Factors
|
|
|
|
Item 6. Exhibits
|
|
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
18,201
|
|
|
$
|
18,026
|
|
Restricted Cash
|
951
|
|
|
37,505
|
|
||
Accounts Receivable — Affiliate
|
32,130
|
|
|
27,539
|
|
||
Accounts Receivable — Third Party
|
25,564
|
|
|
2,641
|
|
||
Crude Oil Inventory
|
2,340
|
|
|
—
|
|
||
Other Current Assets
|
2,321
|
|
|
389
|
|
||
Total Current Assets
|
81,507
|
|
|
86,100
|
|
||
Property, Plant and Equipment
|
|
|
|
||||
Total Property, Plant and Equipment, Gross
|
1,433,083
|
|
|
706,039
|
|
||
Less: Accumulated Depreciation and Amortization
|
(68,454
|
)
|
|
(44,271
|
)
|
||
Total Property, Plant and Equipment, Net
|
1,364,629
|
|
|
661,768
|
|
||
Intangible Assets, Net
|
318,344
|
|
|
—
|
|
||
Goodwill
|
110,882
|
|
|
—
|
|
||
Investments
|
81,208
|
|
|
80,461
|
|
||
Other Noncurrent Assets
|
2,892
|
|
|
1,429
|
|
||
Total Assets
|
$
|
1,959,462
|
|
|
$
|
829,758
|
|
LIABILITIES
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts Payable — Affiliate
|
$
|
2,414
|
|
|
$
|
1,616
|
|
Accounts Payable — Trade
|
109,962
|
|
|
109,893
|
|
||
Other Current Liabilities
|
7,885
|
|
|
2,876
|
|
||
Total Current Liabilities
|
120,261
|
|
|
114,385
|
|
||
Long-Term Liabilities
|
|
|
|
||||
Long-Term Debt
|
548,968
|
|
|
85,000
|
|
||
Asset Retirement Obligations
|
15,770
|
|
|
10,416
|
|
||
Other Long-Term Liabilities
|
929
|
|
|
3,727
|
|
||
Total Liabilities
|
685,928
|
|
|
213,528
|
|
||
EQUITY
|
|
|
|
||||
Partners’ Equity
|
|
|
|
||||
Limited Partner
|
|
|
|
||||
Common Units (23,758 and 23,712 units outstanding, respectively)
|
684,715
|
|
|
642,616
|
|
||
Subordinated Units (15,903 units outstanding)
|
(140,155
|
)
|
|
(168,136
|
)
|
||
General Partner
|
1,462
|
|
|
520
|
|
||
Total Partners’ Equity
|
546,022
|
|
|
475,000
|
|
||
Noncontrolling Interests
|
727,512
|
|
|
141,230
|
|
||
Total Equity
|
1,273,534
|
|
|
616,230
|
|
||
Total Liabilities and Equity
|
$
|
1,959,462
|
|
|
$
|
829,758
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Midstream Services — Affiliate
|
$
|
73,136
|
|
|
$
|
56,755
|
|
|
$
|
204,323
|
|
|
$
|
161,186
|
|
Midstream Services — Third Party
|
19,934
|
|
|
6,356
|
|
|
44,763
|
|
|
10,022
|
|
||||
Crude Oil Sales — Third Party
|
46,093
|
|
|
—
|
|
|
109,781
|
|
|
—
|
|
||||
Total Revenues
|
139,163
|
|
|
63,111
|
|
|
358,867
|
|
|
171,208
|
|
||||
Costs and Expenses
|
|
|
|
|
|
|
|
||||||||
Cost of Crude Oil Sales
|
44,379
|
|
|
—
|
|
|
105,830
|
|
|
—
|
|
||||
Direct Operating
|
23,955
|
|
|
13,712
|
|
|
59,496
|
|
|
39,406
|
|
||||
Depreciation and Amortization
|
18,376
|
|
|
3,562
|
|
|
46,076
|
|
|
8,483
|
|
||||
General and Administrative
|
4,204
|
|
|
3,087
|
|
|
19,626
|
|
|
9,281
|
|
||||
Total Operating Expenses
|
90,914
|
|
|
20,361
|
|
|
231,028
|
|
|
57,170
|
|
||||
Operating Income
|
48,249
|
|
|
42,750
|
|
|
127,839
|
|
|
114,038
|
|
||||
Other (Income) Expense
|
|
|
|
|
|
|
|
||||||||
Interest Expense, Net of Amount Capitalized
|
3,506
|
|
|
594
|
|
|
6,220
|
|
|
961
|
|
||||
Investment Income
|
(3,866
|
)
|
|
(1,633
|
)
|
|
(10,825
|
)
|
|
(4,339
|
)
|
||||
Total Other Income
|
(360
|
)
|
|
(1,039
|
)
|
|
(4,605
|
)
|
|
(3,378
|
)
|
||||
Income Before Income Taxes
|
48,609
|
|
|
43,789
|
|
|
132,444
|
|
|
117,416
|
|
||||
State Income Tax Provision
|
(94
|
)
|
|
33
|
|
|
163
|
|
|
33
|
|
||||
Net Income
|
48,703
|
|
|
43,756
|
|
|
132,281
|
|
|
117,383
|
|
||||
Less: Net Income Attributable to Noncontrolling Interests
|
4,086
|
|
|
2,086
|
|
|
11,719
|
|
|
19,779
|
|
||||
Net Income Attributable to Noble Midstream Partners LP
|
44,617
|
|
|
41,670
|
|
|
120,562
|
|
|
97,604
|
|
||||
Less: Net Income Attributable to Incentive Distribution Rights
|
1,462
|
|
|
223
|
|
|
3,415
|
|
|
315
|
|
||||
Net Income Attributable to Limited Partners
|
$
|
43,155
|
|
|
$
|
41,447
|
|
|
$
|
117,147
|
|
|
$
|
97,289
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.09
|
|
|
$
|
1.15
|
|
|
$
|
2.96
|
|
|
$
|
2.93
|
|
Diluted
|
$
|
1.09
|
|
|
$
|
1.15
|
|
|
$
|
2.96
|
|
|
$
|
2.92
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Limited Partner Units Outstanding — Basic
|
|
|
|
|
|
|
|
||||||||
Common Units
|
23,688
|
|
|
19,990
|
|
|
23,686
|
|
|
17,354
|
|
||||
Subordinated Units
|
15,903
|
|
|
15,903
|
|
|
15,903
|
|
|
15,903
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted Average Limited Partner Units Outstanding —Diluted
|
|
|
|
|
|
|
|
||||||||
Common Units
|
23,704
|
|
|
20,005
|
|
|
23,701
|
|
|
17,365
|
|
||||
Subordinated Units
|
15,903
|
|
|
15,903
|
|
|
15,903
|
|
|
15,903
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net Income
|
$
|
132,281
|
|
|
$
|
117,383
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
|
|
|
|
||||
Depreciation and Amortization
|
46,076
|
|
|
8,483
|
|
||
Income from Equity Method Investee, Net of Dividends
|
(4,049
|
)
|
|
(821
|
)
|
||
Unit-Based Compensation
|
1,057
|
|
|
581
|
|
||
Other Adjustments for Noncash Items Included in Income
|
523
|
|
|
288
|
|
||
Changes in Operating Assets and Liabilities, Net of Assets Acquired and Liabilities Assumed
|
|
|
|
||||
Increase in Accounts Receivable
|
(14,054
|
)
|
|
(7,273
|
)
|
||
Increase in Accounts Payable
|
7,173
|
|
|
5,816
|
|
||
Other Operating Assets and Liabilities, Net
|
(1,071
|
)
|
|
(100
|
)
|
||
Net Cash Provided by Operating Activities
|
167,936
|
|
|
124,357
|
|
||
Cash Flows From Investing Activities
|
|
|
|
||||
Additions to Property, Plant and Equipment
|
(540,991
|
)
|
|
(185,442
|
)
|
||
Black Diamond Acquisition, Net of Cash Acquired
|
(649,868
|
)
|
|
—
|
|
||
Additions to Investments
|
(426
|
)
|
|
(68,504
|
)
|
||
Distributions from Cost Method Investee
|
1,020
|
|
|
728
|
|
||
Net Cash Used in Investing Activities
|
(1,190,265
|
)
|
|
(253,218
|
)
|
||
Cash Flows From Financing Activities
|
|
|
|
||||
Distributions to Noncontrolling Interests
|
(5,814
|
)
|
|
(19,849
|
)
|
||
Contributions from Noncontrolling Interests
|
593,034
|
|
|
52,806
|
|
||
Borrowings Under Revolving Credit Facility
|
690,000
|
|
|
245,000
|
|
||
Repayment of Revolving Credit Facility
|
(725,000
|
)
|
|
(45,000
|
)
|
||
Proceeds from Term Loan Credit Facility
|
500,000
|
|
|
—
|
|
||
Proceeds from Equity Offering, Net of Cash Offering Costs
|
—
|
|
|
138,084
|
|
||
Distribution to Noble for Contributed Assets
|
—
|
|
|
(245,000
|
)
|
||
Distributions to Unitholders
|
(63,220
|
)
|
|
(42,937
|
)
|
||
Debt Issuance Costs and Other
|
(3,050
|
)
|
|
(982
|
)
|
||
Net Cash Provided by Financing Activities
|
985,950
|
|
|
82,122
|
|
||
Decrease in Cash, Cash Equivalents, and Restricted Cash
|
(36,379
|
)
|
|
(46,739
|
)
|
||
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period
|
55,531
|
|
|
57,421
|
|
||
Cash, Cash Equivalents, and Restricted Cash at End of Period
|
$
|
19,152
|
|
|
$
|
10,682
|
|
|
Partnership
|
|
|
||||||||||||
|
Common Units
|
Subordinated Units
|
General Partner
|
Noncontrolling Interests
|
Total
|
||||||||||
December 31, 2016
|
$
|
308,338
|
|
$
|
(36,799
|
)
|
$
|
—
|
|
$
|
71,366
|
|
$
|
342,905
|
|
Net Income
|
51,117
|
|
46,172
|
|
315
|
|
19,779
|
|
117,383
|
|
|||||
Contributions from Noncontrolling Interests
|
—
|
|
—
|
|
—
|
|
51,503
|
|
51,503
|
|
|||||
Distributions to Noncontrolling Interests
|
—
|
|
—
|
|
—
|
|
(19,849
|
)
|
(19,849
|
)
|
|||||
Distributions to Unitholders
|
(22,333
|
)
|
(20,512
|
)
|
(92
|
)
|
—
|
|
(42,937
|
)
|
|||||
Net Proceeds from Private Placement
|
138,084
|
|
—
|
|
—
|
|
—
|
|
138,084
|
|
|||||
Distribution to Noble for the Contributed Assets
|
(28,459
|
)
|
(216,541
|
)
|
—
|
|
—
|
|
(245,000
|
)
|
|||||
Contributed Assets Transfer from Noble
|
6,371
|
|
48,473
|
|
—
|
|
(54,844
|
)
|
—
|
|
|||||
Unit-Based Compensation
|
581
|
|
—
|
|
|
—
|
|
581
|
|
||||||
September 30, 2017
|
$
|
453,699
|
|
$
|
(179,207
|
)
|
$
|
223
|
|
$
|
67,955
|
|
$
|
342,670
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
$
|
642,616
|
|
$
|
(168,136
|
)
|
$
|
520
|
|
$
|
141,230
|
|
$
|
616,230
|
|
Net Income
|
70,093
|
|
47,054
|
|
3,415
|
|
11,719
|
|
132,281
|
|
|||||
Contributions from Noncontrolling Interests
|
—
|
|
—
|
|
—
|
|
593,034
|
|
593,034
|
|
|||||
Distributions to Noncontrolling Interests
|
—
|
|
—
|
|
—
|
|
(5,814
|
)
|
(5,814
|
)
|
|||||
Distributions to Unitholders
|
(36,352
|
)
|
(24,395
|
)
|
(2,473
|
)
|
—
|
|
(63,220
|
)
|
|||||
Black Diamond Equity Ownership Promote Vesting (1)
|
7,335
|
|
5,322
|
|
—
|
|
(12,657
|
)
|
—
|
|
|||||
Unit-Based Compensation
|
1,057
|
|
—
|
|
—
|
|
—
|
|
1,057
|
|
|||||
Other
|
(34
|
)
|
—
|
|
—
|
|
—
|
|
(34
|
)
|
|||||
September 30, 2018
|
$
|
684,715
|
|
$
|
(140,155
|
)
|
$
|
1,462
|
|
$
|
727,512
|
|
$
|
1,273,534
|
|
(1)
|
See Note 2. Basis of Presentation for further discussion of the Black Diamond equity ownership promote vesting.
|
DevCo
|
Areas Served
|
NBLX Dedicated Service
|
Current Status of Asset
|
NBLX Ownership
|
Noncontrolling Interest(1)
|
Colorado River DevCo LP
|
Wells Ranch IDP (DJ Basin)
East Pony IDP (DJ Basin)
All Noble DJ Basin Acreage
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
Crude Oil Gathering
Crude Oil Treating
|
Operational
Operational
Operational
|
100%
|
N/A
|
San Juan River DevCo LP
|
East Pony IDP (DJ Basin)
|
Water Services
|
Operational
|
25%
|
75%
|
Green River DevCo LP
|
Mustang IDP (DJ Basin)
|
Crude Oil Gathering
Natural Gas Gathering
Water Services
|
Operational
|
25%
|
75%
|
Laramie River DevCo LP (2)
|
Greeley Crescent IDP (DJ Basin)
|
Crude Oil Gathering
Water Services
|
Operational
|
100%
|
N/A
|
Blanco River DevCo LP
|
Delaware Basin
|
Crude Oil Gathering
Natural Gas Gathering
Produced Water Services
|
Operational
|
40%
|
60%
|
Gunnison River DevCo LP
|
Bronco IDP (DJ Basin)
|
Crude Oil Gathering
Water Services
|
Future Development
|
5%
|
95%
|
Trinity River DevCo LLC (3)
|
Delaware Basin
|
Crude Oil Transmission
Natural Gas Compression
|
Operational
|
100%
|
N/A
|
(1)
|
The noncontrolling interest represents Noble’s retained ownership interest in each DevCo.
|
(2)
|
(3)
|
Our interest in the Advantage Joint Venture (defined below) is owned through Trinity River DevCo LLC.
|
•
|
crude oil gathering systems;
|
•
|
natural gas gathering systems and compression units;
|
•
|
crude oil treating facilities;
|
•
|
produced water collection, gathering, and cleaning systems; and
|
•
|
fresh water storage and delivery systems.
|
|
Nine Months Ended September 30,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Cash and Cash Equivalents at Beginning of Period
|
$
|
18,026
|
|
|
$
|
57,421
|
|
Restricted Cash at Beginning of Period (1)
|
37,505
|
|
|
—
|
|
||
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period
|
$
|
55,531
|
|
|
$
|
57,421
|
|
|
|
|
|
||||
Cash and Cash Equivalents at End of Period
|
$
|
18,201
|
|
|
$
|
10,682
|
|
Restricted Cash at End of Period (2)
|
951
|
|
|
—
|
|
||
Cash, Cash Equivalents, and Restricted Cash at End of Period
|
$
|
19,152
|
|
|
$
|
10,682
|
|
(1)
|
Restricted cash represents the amount held in escrow at December 31, 2017 for the Black Diamond Acquisition.
|
(2)
|
Restricted cash represents the amount held as collateral at September 30, 2018 for certain of our letters of credit.
|
(in thousands)
|
|
||
Cash Consideration
|
$
|
638,266
|
|
PDC Energy Payment
|
24,120
|
|
|
Current Liabilities Assumed
|
18,259
|
|
|
Total Purchase Price and Liabilities Assumed
|
$
|
680,645
|
|
|
|
||
Cash and Restricted Cash
|
$
|
12,518
|
|
Accounts Receivable
|
10,661
|
|
|
Other Current Assets
|
1,058
|
|
|
Property, Plant and Equipment
|
205,766
|
|
|
Intangible Assets (1)
|
339,760
|
|
|
Fair Value of Identifiable Assets
|
569,763
|
|
|
Implied Goodwill (2)
|
110,882
|
|
|
Total Asset Value
|
$
|
680,645
|
|
(1)
|
(2)
|
Based upon the preliminary purchase price allocation, we have recognized $110.9 million of goodwill, all of which is assigned to the Black Diamond reporting unit within the Gathering Systems reportable segment. As a result of the acquisition, we expect to realize certain synergies which may result from our operation of the Black Diamond system.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands, except per unit amounts)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues
|
$
|
139,163
|
|
|
$
|
108,239
|
|
|
$
|
369,379
|
|
|
$
|
246,281
|
|
Net Income
|
48,703
|
|
|
41,158
|
|
|
129,796
|
|
|
96,638
|
|
||||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
44,617
|
|
|
$
|
39,316
|
|
|
$
|
118,896
|
|
|
$
|
83,497
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.09
|
|
|
$
|
1.09
|
|
|
$
|
2.92
|
|
|
$
|
2.50
|
|
Diluted
|
$
|
1.09
|
|
|
$
|
1.09
|
|
|
$
|
2.92
|
|
|
$
|
2.50
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Crude Oil, Natural Gas and Produced Water Gathering
|
$
|
54,674
|
|
|
$
|
37,854
|
|
|
$
|
144,569
|
|
|
$
|
98,591
|
|
Fresh Water Delivery
|
17,416
|
|
|
17,589
|
|
|
56,774
|
|
|
58,256
|
|
||||
Crude Oil Treating
|
980
|
|
|
1,037
|
|
|
2,914
|
|
|
3,473
|
|
||||
Other
|
66
|
|
|
275
|
|
|
66
|
|
|
866
|
|
||||
Total Revenues — Affiliate
|
$
|
73,136
|
|
|
$
|
56,755
|
|
|
$
|
204,323
|
|
|
$
|
161,186
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
General and Administrative Expense — Affiliate
|
$
|
1,894
|
|
|
$
|
1,819
|
|
|
$
|
5,599
|
|
|
$
|
5,527
|
|
General and Administrative Expense — Third Party
|
2,310
|
|
|
1,268
|
|
|
14,027
|
|
|
3,754
|
|
||||
Total General and Administrative Expense
|
$
|
4,204
|
|
|
$
|
3,087
|
|
|
$
|
19,626
|
|
|
$
|
9,281
|
|
(in thousands)
|
September 30, 2018
|
|
December 31, 2017
|
||||
Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities
|
$
|
1,178,292
|
|
|
$
|
451,275
|
|
Fresh Water Delivery Systems
|
78,613
|
|
|
76,745
|
|
||
Crude Oil Treating Facilities
|
20,099
|
|
|
20,099
|
|
||
Construction-in-Progress (1)
|
156,079
|
|
|
157,920
|
|
||
Total Property, Plant and Equipment, at Cost
|
1,433,083
|
|
|
706,039
|
|
||
Accumulated Depreciation and Amortization
|
(68,454
|
)
|
|
(44,271
|
)
|
||
Property, Plant and Equipment, Net
|
$
|
1,364,629
|
|
|
$
|
661,768
|
|
(1)
|
Construction-in-progress at September 30, 2018 includes $108.4 million in gathering system projects, $17.4 million in fresh water delivery system projects and $30.3 million in equipment for use in future projects. Construction-in-progress at December 31, 2017 includes $157.4 million in gathering system projects and $0.5 million in fresh water delivery system projects.
|
|
|
|
September 30, 2018
|
||||||||||
|
Useful Life
|
|
Intangible Assets, Gross
(in thousands)
|
|
Accumulated Amortization
(in thousands)
|
|
Intangible Assets, Net
(in thousands)
|
||||||
Customer Contracts and Relationships
|
7-13 years (1)
|
|
$
|
339,760
|
|
|
$
|
21,416
|
|
|
$
|
318,344
|
|
(1)
|
The weighted average useful life of our customer contracts and customer relationships is approximately 11 years.
|
(in thousands)
|
|
||
Remainder of 2018
|
$
|
8,142
|
|
2019
|
32,301
|
|
|
2020
|
32,390
|
|
|
2021
|
32,301
|
|
|
2022
|
32,301
|
|
|
Thereafter
|
180,909
|
|
|
Total
|
$
|
318,344
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||
(in thousands, except percentages)
|
Debt
|
|
Interest Rate
|
|
Debt
|
|
Interest Rate
|
||||||
Revolving Credit Facility, due March 9, 2023
|
$
|
50,000
|
|
|
3.32
|
%
|
|
$
|
85,000
|
|
|
2.75
|
%
|
Term Loan Credit Facility, due July 31, 2021
|
500,000
|
|
|
3.17
|
%
|
|
—
|
|
|
—
|
%
|
||
Long-Term Debt, Gross
|
550,000
|
|
|
|
|
85,000
|
|
|
|
||||
Term Loan Credit Facility Unamortized Debt Issuance Costs
|
(1,032
|
)
|
|
|
|
—
|
|
|
|
||||
Long-Term Debt
|
$
|
548,968
|
|
|
|
|
$
|
85,000
|
|
|
|
(in thousands)
|
Nine Months Ended September 30, 2018
|
||
Asset Retirement Obligations, Beginning Balance
|
$
|
10,416
|
|
Liabilities Incurred
|
4,878
|
|
|
Accretion Expense (1)
|
476
|
|
|
Asset Retirement Obligations, Ending Balance
|
$
|
15,770
|
|
(1)
|
Accretion expense is included in depreciation and amortization expense in the consolidated statements of operations.
|
(in thousands)
|
|
Gathering Systems (1) (2)
|
|
Fresh Water Delivery (1)
|
|
Investments and Other (1) (3)
|
|
Consolidated
|
||||||||
Three Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
Midstream Services — Affiliate
|
|
$
|
55,720
|
|
|
$
|
17,416
|
|
|
$
|
—
|
|
|
$
|
73,136
|
|
Midstream Services — Third Party
|
|
14,005
|
|
|
5,929
|
|
|
—
|
|
|
19,934
|
|
||||
Crude Oil Sales — Third Party
|
|
46,093
|
|
|
—
|
|
|
—
|
|
|
46,093
|
|
||||
Total Revenues
|
|
115,818
|
|
|
23,345
|
|
|
—
|
|
|
139,163
|
|
||||
Income (Loss) Before Income Taxes
|
|
34,780
|
|
|
18,129
|
|
|
(4,300
|
)
|
|
48,609
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Midstream Services — Affiliate
|
|
$
|
39,166
|
|
|
$
|
17,589
|
|
|
$
|
—
|
|
|
$
|
56,755
|
|
Midstream Services — Third Party
|
|
1,574
|
|
|
4,782
|
|
|
—
|
|
|
6,356
|
|
||||
Total Revenues
|
|
40,740
|
|
|
22,371
|
|
|
—
|
|
|
63,111
|
|
||||
Income (Loss) Before Income Taxes
|
|
28,307
|
|
|
17,823
|
|
|
(2,341
|
)
|
|
43,789
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
Midstream Services — Affiliate
|
|
$
|
147,549
|
|
|
$
|
56,774
|
|
|
$
|
—
|
|
|
$
|
204,323
|
|
Midstream Services — Third Party
|
|
31,831
|
|
|
12,932
|
|
|
—
|
|
|
44,763
|
|
||||
Crude Oil Sales — Third Party
|
|
109,781
|
|
|
—
|
|
|
—
|
|
|
109,781
|
|
||||
Total Revenues
|
|
289,161
|
|
|
69,706
|
|
|
—
|
|
|
358,867
|
|
||||
Income (Loss) Before Income Taxes
|
|
94,674
|
|
|
54,066
|
|
|
(16,296
|
)
|
|
132,444
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Midstream Services — Affiliate
|
|
$
|
102,930
|
|
|
$
|
58,256
|
|
|
$
|
—
|
|
|
$
|
161,186
|
|
Midstream Services — Third Party
|
|
1,574
|
|
|
8,448
|
|
|
—
|
|
|
10,022
|
|
||||
Total Revenues
|
|
104,504
|
|
|
66,704
|
|
|
—
|
|
|
171,208
|
|
||||
Income (Loss) Before Income Taxes
|
|
70,633
|
|
|
53,298
|
|
|
(6,515
|
)
|
|
117,416
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
September 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
Total Assets
|
|
$
|
1,711,828
|
|
|
$
|
85,030
|
|
|
$
|
162,604
|
|
|
$
|
1,959,462
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Total Assets
|
|
$
|
593,590
|
|
|
$
|
68,178
|
|
|
$
|
167,990
|
|
|
$
|
829,758
|
|
(1)
|
A substantial portion of the financial statement activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. Although our investment in the Advantage Joint Venture is owned through Trinity River DevCo LLC, all financial statement activity associated with our investment is captured within the Investments and Other reportable segment. As our DevCos represent VIEs, see the above reportable segments for our VIEs impact to the consolidated financial statements.
|
(2)
|
(3)
|
The Investments and Other segment includes our investments in the Advantage Joint Venture and White Cliffs Interest, all general Partnership activity not attributable to our DevCos.
|
|
|
|
|
Distributions
(in thousands)
|
|||||||||||||
|
|
|
|
Limited Partners
|
|
|
|||||||||||
Period
|
Record Date
|
Distribution Date
|
Distribution per Limited Partner Unit
|
Common Unitholders(1)
|
Subordinated Unitholders
|
Holder of IDRs
|
Total
|
||||||||||
Q4 2016(2)
|
February 6, 2017
|
February 14, 2017
|
$
|
0.4333
|
|
$
|
6,891
|
|
$
|
6,891
|
|
$
|
—
|
|
$
|
13,782
|
|
Q1 2017
|
May 8, 2017
|
May 16, 2017
|
$
|
0.4108
|
|
$
|
6,533
|
|
$
|
6,533
|
|
$
|
—
|
|
$
|
13,066
|
|
Q2 2017
|
August 7, 2017
|
August 14, 2017
|
$
|
0.4457
|
|
$
|
8,909
|
|
$
|
7,088
|
|
$
|
92
|
|
$
|
16,089
|
|
Q3 2017
|
November 6, 2017
|
November 13, 2017
|
$
|
0.4665
|
|
$
|
9,330
|
|
$
|
7,418
|
|
$
|
223
|
|
$
|
16,971
|
|
Q4 2017
|
February 5, 2018
|
February 12, 2018
|
$
|
0.4883
|
|
$
|
11,566
|
|
$
|
7,765
|
|
$
|
520
|
|
$
|
19,851
|
|
Q1 2018
|
May 7, 2018
|
May 14, 2018
|
$
|
0.5110
|
|
$
|
12,103
|
|
$
|
8,126
|
|
$
|
819
|
|
$
|
21,048
|
|
Q2 2018
|
August 6, 2018
|
August 13, 2018
|
$
|
0.5348
|
|
$
|
12,668
|
|
$
|
8,504
|
|
$
|
1,134
|
|
$
|
22,306
|
|
(1)
|
Distributions to common unitholders does not include distribution equivalent rights on units that vested under the Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the LTIP).
|
(2)
|
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 initial public offering on September 20, 2016 and ending on September 30, 2016.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands, except per unit amounts)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
44,617
|
|
|
$
|
41,670
|
|
|
$
|
120,562
|
|
|
$
|
97,604
|
|
Less: Net Income Attributable to Incentive Distribution Rights
|
1,462
|
|
|
223
|
|
|
3,415
|
|
|
315
|
|
||||
Net Income Attributable to Limited Partners
|
$
|
43,155
|
|
|
$
|
41,447
|
|
|
$
|
117,147
|
|
|
$
|
97,289
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Common Units
|
$
|
25,825
|
|
|
$
|
23,084
|
|
|
$
|
70,093
|
|
|
$
|
51,117
|
|
Net Income Attributable to Subordinated Units
|
17,330
|
|
|
18,363
|
|
|
47,054
|
|
|
46,172
|
|
||||
Net Income Attributable to Limited Partners
|
$
|
43,155
|
|
|
$
|
41,447
|
|
|
$
|
117,147
|
|
|
$
|
97,289
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.09
|
|
|
$
|
1.15
|
|
|
$
|
2.96
|
|
|
$
|
2.93
|
|
Diluted
|
$
|
1.09
|
|
|
$
|
1.15
|
|
|
$
|
2.96
|
|
|
$
|
2.92
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Limited Partner Units Outstanding — Basic
|
|
|
|
|
|
|
|
||||||||
Common Units
|
23,688
|
|
|
19,990
|
|
|
23,686
|
|
|
17,354
|
|
||||
Subordinated Units
|
15,903
|
|
|
15,903
|
|
|
15,903
|
|
|
15,903
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted Average Limited Partner Units Outstanding — Diluted
|
|
|
|
|
|
|
|
||||||||
Common Units
|
23,704
|
|
|
20,005
|
|
|
23,701
|
|
|
17,365
|
|
||||
Subordinated Units
|
15,903
|
|
|
15,903
|
|
|
15,903
|
|
|
15,903
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Antidilutive Restricted Units
|
21
|
|
|
4
|
|
|
22
|
|
|
6
|
|
•
|
•
|
•
|
•
|
•
|
average crude oil gathering volumes of 176,227 Bbl/d, an increase of 149% as compared with third quarter 2017;
|
•
|
average natural gas gathering volumes of 323,082 MMBtu/d, an increase of 70% as compared with third quarter 2017;
|
•
|
average produced water gathered volumes of 122,211 Bbl/d, an increase of 355% as compared with third quarter 2017;
|
•
|
average fresh water delivered volumes of 195,395 Bbl/d, an increase of 12% as compared with third quarter 2017; and
|
•
|
the commencement of gathering services on an initial well for a third party Delaware Basin producer.
|
•
|
net income of $48.7 million, an increase of 11% as compared with third quarter 2017;
|
•
|
net income attributable to the Partnership of $44.6 million, an increase of 7% as compared with third quarter 2017;
|
•
|
net cash provided by operating activities of $167.9 million, an increase of 26% as compared with third quarter 2017;
|
•
|
declared a distribution of $0.5597 per unit, an increase of 20% above the third quarter 2017 distribution per unit;
|
•
|
Adjusted EBITDA (non-GAAP financial measure) of $71.1 million, an increase of 48% as compared with third quarter 2017;
|
•
|
Adjusted EBITDA (non-GAAP financial measure) attributable to the Partnership of $59.4 million an increase of 29% as compared with third quarter 2017; and
|
•
|
distributable cash flow (non-GAAP financial measure) of $49.2 million, an increase of 21% as compared with third quarter 2017.
|
•
|
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.
|
•
|
Second Amended and Restated Gas Gathering Agreement, Agreement Addendum 03, effective as of March 31, 2016, among Noble and Green River DevCo LP, as amended (the Gas Gathering Agreement);
|
•
|
Second Amended and Restated Fresh Water Services Agreement, Agreement Addendum 03, effective as of March 31, 2016, among Noble and Green River DevCo LP, as amended (the Fresh Water Services Amendment);
|
•
|
Second Amended and Restated Crude Oil Gathering Agreement, Agreement Addendum 03, effective as of March 31, 2016, among Noble and Green River DevCo LP, as amended (the Crude Oil Gathering Agreement); and
|
•
|
Second Amended and Restated Produced Water Services Agreement, Agreement Addendum 03, effective as of March 31, 2016, among Noble and Green River DevCo LP, as amended (the Produced Water Services Agreement).
|
•
|
a three-year minimum volume commitment for freshwater deliveries in the Wells Ranch IDP (the Wells Ranch MVC), which will commence in 2019 and provides for deliveries of 50,000 Bbl/d in year one and increases to 60,000 Bbl/d in year two;
|
•
|
an incremental 10-year dedication for oil transportation from the Wells Ranch CGF to the Platteville crude oil treating facility that will commence upon the expiration of an existing third-party contract at the end of 2020; and
|
•
|
the assignment of its option to acquire up to 15 percent ownership in the EPIC NGL pipeline, which will expire in February 2019.
|
•
|
throughput volumes;
|
•
|
operating costs and expenses;
|
•
|
Adjusted EBITDA (non-GAAP financial measure);
|
•
|
distributable cash flow (non-GAAP financial measure); and
|
•
|
capital expenditures.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Midstream Services — Affiliate
|
$
|
73,136
|
|
|
$
|
56,755
|
|
|
$
|
204,323
|
|
|
$
|
161,186
|
|
Midstream Services — Third Party
|
19,934
|
|
|
6,356
|
|
|
44,763
|
|
|
10,022
|
|
||||
Crude Oil Sales — Third Party
|
46,093
|
|
|
—
|
|
|
109,781
|
|
|
—
|
|
||||
Total Revenues
|
139,163
|
|
|
63,111
|
|
|
358,867
|
|
|
171,208
|
|
||||
Costs and Expenses
|
|
|
|
|
|
|
|
||||||||
Cost of Crude Oil Sales
|
44,379
|
|
|
—
|
|
|
105,830
|
|
|
—
|
|
||||
Direct Operating
|
23,955
|
|
|
13,712
|
|
|
59,496
|
|
|
39,406
|
|
||||
Depreciation and Amortization
|
18,376
|
|
|
3,562
|
|
|
46,076
|
|
|
8,483
|
|
||||
General and Administrative
|
4,204
|
|
|
3,087
|
|
|
19,626
|
|
|
9,281
|
|
||||
Total Operating Expenses
|
90,914
|
|
|
20,361
|
|
|
231,028
|
|
|
57,170
|
|
||||
Operating Income
|
48,249
|
|
|
42,750
|
|
|
127,839
|
|
|
114,038
|
|
||||
Other (Income) Expense
|
|
|
|
|
|
|
|
||||||||
Interest Expense, Net of Amount Capitalized
|
3,506
|
|
|
594
|
|
|
6,220
|
|
|
961
|
|
||||
Investment Income
|
(3,866
|
)
|
|
(1,633
|
)
|
|
(10,825
|
)
|
|
(4,339
|
)
|
||||
Total Other Income
|
(360
|
)
|
|
(1,039
|
)
|
|
(4,605
|
)
|
|
(3,378
|
)
|
||||
Income Before Income Taxes
|
48,609
|
|
|
43,789
|
|
|
132,444
|
|
|
117,416
|
|
||||
State Income Tax Provision
|
(94
|
)
|
|
33
|
|
|
163
|
|
|
33
|
|
||||
Net Income
|
48,703
|
|
|
43,756
|
|
|
132,281
|
|
|
117,383
|
|
||||
Less: Net Income Attributable to Noncontrolling Interests
|
4,086
|
|
|
2,086
|
|
|
11,719
|
|
|
19,779
|
|
||||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
44,617
|
|
|
$
|
41,670
|
|
|
$
|
120,562
|
|
|
$
|
97,604
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA(1) Attributable to Noble Midstream Partners LP
|
$
|
59,351
|
|
|
$
|
46,005
|
|
|
$
|
162,287
|
|
|
$
|
106,386
|
|
|
|
|
|
|
|
|
|
||||||||
Distributable Cash Flow(1) of Noble Midstream Partners LP
|
$
|
49,217
|
|
|
$
|
40,702
|
|
|
$
|
136,404
|
|
|
$
|
95,263
|
|
(1)
|
Adjusted EBITDA and Distributable Cash Flow are not measures as determined by GAAP and should not be considered an alternative to, or more meaningful than, net income, net cash provided by operating activities or any other measure as reported in accordance with GAAP. For additional information regarding our non-GAAP financial measures, please see — EBITDA (Non-GAAP Financial Measure), Distributable Cash Flow (Non-GAAP Financial Measure) and Reconciliation of Non-GAAP Financial Measures, below.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Colorado River DevCo LP (Wells Ranch IDP and East Pony IDP) (1)
|
|
|
|
|
|
|
|
||||
Crude Oil Gathering Volumes (Bbl/d)
|
59,145
|
|
|
61,736
|
|
|
63,630
|
|
|
53,308
|
|
Natural Gas Gathering Volumes (MMBtu/d)
|
223,354
|
|
|
182,054
|
|
|
216,191
|
|
|
162,364
|
|
Produced Water Gathering Volumes (Bbl/d)
|
15,007
|
|
|
14,424
|
|
|
17,348
|
|
|
12,048
|
|
Fresh Water Delivery Volumes (Bbl/d)
|
72,216
|
|
|
80,395
|
|
|
58,295
|
|
|
89,372
|
|
|
|
|
|
|
|
|
|
||||
San Juan River DevCo LP (East Pony IDP) (1)
|
|
|
|
|
|
|
|
||||
Fresh Water Delivery Volumes (Bbl/d)
|
—
|
|
|
29,280
|
|
|
—
|
|
|
34,902
|
|
|
|
|
|
|
|
|
|
||||
Green River DevCo LP (Mustang IDP) (1)
|
|
|
|
|
|
|
|
||||
Crude Oil Gathering Volumes (Bbl/d)
|
5,657
|
|
|
—
|
|
|
1,942
|
|
|
—
|
|
Natural Gas Gathering Volumes (MMBtu/d)
|
9,062
|
|
|
—
|
|
|
3,111
|
|
|
—
|
|
Produced Water Gathering Volumes (Bbl/d)
|
8,123
|
|
|
—
|
|
|
2,816
|
|
|
—
|
|
Fresh Water Delivery Volumes (Bbl/d)
|
49,672
|
|
|
—
|
|
|
61,450
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
Blanco River DevCo LP (Delaware Basin) (1)
|
|
|
|
|
|
|
|
||||
Crude Oil Gathering Volumes (Bbl/d)
|
33,689
|
|
|
3,791
|
|
|
23,272
|
|
|
1,277
|
|
Natural Gas Gathering Volumes (MMBtu/d)
|
89,439
|
|
|
7,926
|
|
|
59,477
|
|
|
2,671
|
|
Produced Water Gathering Volumes (Bbl/d)
|
90,162
|
|
|
7,670
|
|
|
58,845
|
|
|
2,585
|
|
|
|
|
|
|
|
|
|
||||
Laramie River DevCo LP (Greeley Crescent IDP) (1)
|
|
|
|
|
|
|
|
||||
Crude Oil Sales Volumes (Bbl/d)
|
7,266
|
|
|
—
|
|
|
6,164
|
|
|
—
|
|
Crude Oil Gathering Volumes (Bbl/d)
|
77,736
|
|
|
5,353
|
|
|
73,766
|
|
|
1,804
|
|
Natural Gas Gathering Volumes (MMBtu/d)
|
1,227
|
|
|
—
|
|
|
1,319
|
|
|
—
|
|
Produced Water Gathering Volumes (Bbl/d)
|
8,919
|
|
|
4,764
|
|
|
6,468
|
|
|
1,605
|
|
Fresh Water Delivery Volumes (Bbl/d)
|
73,507
|
|
|
65,085
|
|
|
54,694
|
|
|
38,709
|
|
|
|
|
|
|
|
|
|
||||
Trinity River DevCo LLC (Delaware Basin) (1)
|
|
|
|
|
|
|
|
||||
Natural Gas Compression Volumes (Mcf/d)
|
60,395
|
|
|
—
|
|
|
37,347
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
Total Gathering Systems
|
|
|
|
|
|
|
|
||||
Crude Oil Sales Volumes (Bbl/d)
|
7,266
|
|
|
—
|
|
|
6,164
|
|
|
—
|
|
Crude Oil Gathering Volumes (Bbl/d)
|
176,227
|
|
|
70,880
|
|
|
162,610
|
|
|
56,389
|
|
Natural Gas Gathering Volumes (MMBtu/d)
|
323,082
|
|
|
189,980
|
|
|
280,098
|
|
|
165,035
|
|
Barrels of Oil Equivalent (Boe/d)
|
224,914
|
|
|
95,236
|
|
|
204,684
|
|
|
77,547
|
|
Produced Water Gathering Volumes (Bbl/d)
|
122,211
|
|
|
26,858
|
|
|
85,477
|
|
|
16,238
|
|
Natural Gas Compression Volumes (Mcf/d)
|
60,395
|
|
|
—
|
|
|
37,347
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||
Total Fresh Water Delivery
|
|
|
|
|
|
|
|
||||
Fresh Water Delivery Volumes (Bbl/d)
|
195,395
|
|
|
174,760
|
|
|
174,439
|
|
|
162,983
|
|
(1)
|
See Item 1. Financial Statements – Note 1. Organization and Nature of Operations for our DevCo ownership interests.
|
(in thousands)
|
2018
|
|
2017
|
|
Increase (Decrease) From Prior Year
|
|||||
Three Months Ended September 30,
|
|
|
|
|
|
|||||
Crude Oil, Natural Gas and Produced Water Gathering — Affiliate
|
$
|
54,674
|
|
|
$
|
37,854
|
|
|
44
|
%
|
Crude Oil, Natural Gas and Produced Water Gathering — Third Party
|
12,459
|
|
|
1,574
|
|
|
N/M
|
|
||
Fresh Water Delivery — Affiliate
|
17,416
|
|
|
17,589
|
|
|
(1
|
)%
|
||
Fresh Water Delivery — Third Party
|
5,929
|
|
|
4,782
|
|
|
24
|
%
|
||
Crude Oil Treating — Affiliate
|
980
|
|
|
1,037
|
|
|
(5
|
)%
|
||
Crude Oil Sales — Third Party
|
46,093
|
|
|
—
|
|
|
N/M
|
|
||
Other — Affiliate
|
66
|
|
|
275
|
|
|
N/M
|
|
||
Other — Third Party
|
1,546
|
|
|
—
|
|
|
N/M
|
|
||
Total Revenues
|
$
|
139,163
|
|
|
$
|
63,111
|
|
|
121
|
%
|
|
|
|
|
|
|
|||||
Nine Months Ended September 30,
|
|
|
|
|
|
|||||
Crude Oil, Natural Gas and Produced Water Gathering — Affiliate
|
$
|
144,569
|
|
|
$
|
98,591
|
|
|
47
|
%
|
Crude Oil, Natural Gas and Produced Water Gathering — Third Party
|
28,796
|
|
|
1,574
|
|
|
N/M
|
|
||
Fresh Water Delivery — Affiliate
|
56,774
|
|
|
58,256
|
|
|
(3
|
)%
|
||
Fresh Water Delivery — Third Party
|
12,932
|
|
|
8,448
|
|
|
53
|
%
|
||
Crude Oil Treating — Affiliate
|
2,914
|
|
|
3,473
|
|
|
(16
|
)%
|
||
Crude Oil Sales — Third Party
|
109,781
|
|
|
—
|
|
|
N/M
|
|
||
Other — Affiliate
|
66
|
|
|
866
|
|
|
N/M
|
|
||
Other — Third Party
|
3,035
|
|
|
—
|
|
|
N/M
|
|
||
Total Revenues
|
$
|
358,867
|
|
|
$
|
171,208
|
|
|
110
|
%
|
(in thousands)
|
2018
|
|
2017
|
|
Increase from Prior Year
|
|||||
Three Months Ended September 30,
|
|
|
|
|
|
|||||
Cost of Crude Oil Sales
|
$
|
44,379
|
|
|
$
|
—
|
|
|
N/M
|
|
Direct Operating
|
23,955
|
|
|
13,712
|
|
|
75
|
%
|
||
Depreciation and Amortization
|
18,376
|
|
|
3,562
|
|
|
416
|
%
|
||
General and Administrative
|
4,204
|
|
|
3,087
|
|
|
36
|
%
|
||
Total Operating Expenses
|
$
|
90,914
|
|
|
$
|
20,361
|
|
|
347
|
%
|
|
|
|
|
|
|
|||||
Nine Months Ended September 30,
|
|
|
|
|
|
|||||
Cost of Crude Oil Sales
|
$
|
105,830
|
|
|
$
|
—
|
|
|
N/M
|
|
Direct Operating
|
59,496
|
|
|
39,406
|
|
|
51
|
%
|
||
Depreciation and Amortization
|
46,076
|
|
|
8,483
|
|
|
443
|
%
|
||
General and Administrative
|
19,626
|
|
|
9,281
|
|
|
111
|
%
|
||
Total Operating Expenses
|
$
|
231,028
|
|
|
$
|
57,170
|
|
|
304
|
%
|
(in thousands)
|
2018
|
|
2017
|
|
Increase (Decrease) From Prior Year
|
|||||
Three Months Ended September 30,
|
|
|
|
|
|
|||||
Other (Income) Expense
|
|
|
|
|
|
|||||
Interest Expense
|
$
|
4,860
|
|
|
$
|
1,493
|
|
|
226
|
%
|
Capitalized Interest
|
(1,354
|
)
|
|
(899
|
)
|
|
51
|
%
|
||
Interest Expense, Net
|
3,506
|
|
|
594
|
|
|
490
|
%
|
||
Investment Income
|
(3,866
|
)
|
|
(1,633
|
)
|
|
137
|
%
|
||
Total Other (Income) Expense
|
$
|
(360
|
)
|
|
$
|
(1,039
|
)
|
|
(65
|
)%
|
|
|
|
|
|
|
|||||
Nine Months Ended September 30,
|
|
|
|
|
|
|||||
Other (Income) Expense
|
|
|
|
|
|
|||||
Interest Expense
|
$
|
11,524
|
|
|
$
|
2,471
|
|
|
366
|
%
|
Capitalized Interest
|
(5,304
|
)
|
|
(1,510
|
)
|
|
251
|
%
|
||
Interest Expense, Net
|
6,220
|
|
|
961
|
|
|
547
|
%
|
||
Investment Income
|
(10,825
|
)
|
|
(4,339
|
)
|
|
149
|
%
|
||
Total Other (Income) Expense
|
$
|
(4,605
|
)
|
|
$
|
(3,378
|
)
|
|
36
|
%
|
•
|
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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Reconciliation from Net Income
|
|
|
|
|
|
|
|
||||||||
Net Income and Comprehensive Income
|
$
|
48,703
|
|
|
$
|
43,756
|
|
|
$
|
132,281
|
|
|
$
|
117,383
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Depreciation and Amortization
|
18,376
|
|
|
3,562
|
|
|
46,076
|
|
|
8,483
|
|
||||
Interest Expense, Net of Amount Capitalized
|
3,506
|
|
|
594
|
|
|
6,220
|
|
|
961
|
|
||||
State Income Tax Provision
|
(94
|
)
|
|
33
|
|
|
163
|
|
|
33
|
|
||||
Transaction and Integration Expenses
|
301
|
|
|
—
|
|
|
7,550
|
|
|
—
|
|
||||
Unit-Based Compensation
|
343
|
|
|
248
|
|
|
1,057
|
|
|
581
|
|
||||
Adjusted EBITDA
|
71,135
|
|
|
48,193
|
|
|
193,347
|
|
|
127,441
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA Attributable to Noncontrolling Interests
|
11,784
|
|
|
2,188
|
|
|
31,060
|
|
|
21,055
|
|
||||
Adjusted EBITDA Attributable to Noble Midstream Partners LP
|
59,351
|
|
|
46,005
|
|
|
162,287
|
|
|
106,386
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Cash Interest Paid
|
4,728
|
|
|
1,351
|
|
|
11,165
|
|
|
2,119
|
|
||||
Maintenance Capital Expenditures
|
5,406
|
|
|
3,952
|
|
|
14,718
|
|
|
9,004
|
|
||||
Distributable Cash Flow of Noble Midstream Partners LP
|
$
|
49,217
|
|
|
$
|
40,702
|
|
|
$
|
136,404
|
|
|
$
|
95,263
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Reconciliation from Net Cash Provided by Operating Activities
|
|
|
|
|
|
|
|
||||||||
Net Cash Provided by Operating Activities
|
$
|
62,864
|
|
|
$
|
49,830
|
|
|
$
|
167,936
|
|
|
$
|
124,357
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Interest Expense, Net of Amount Capitalized
|
3,506
|
|
|
594
|
|
|
6,220
|
|
|
961
|
|
||||
Changes in Operating Assets and Liabilities
|
1,981
|
|
|
(2,583
|
)
|
|
7,952
|
|
|
1,557
|
|
||||
Transaction and Integration Expenses
|
301
|
|
|
—
|
|
|
7,550
|
|
|
—
|
|
||||
Change in Income Tax Payable
|
(94
|
)
|
|
33
|
|
|
163
|
|
|
33
|
|
||||
Other Adjustments
|
2,577
|
|
|
319
|
|
|
3,526
|
|
|
533
|
|
||||
Adjusted EBITDA
|
71,135
|
|
|
48,193
|
|
|
193,347
|
|
|
127,441
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA Attributable to Noncontrolling Interests
|
11,784
|
|
|
2,188
|
|
|
31,060
|
|
|
21,055
|
|
||||
Adjusted EBITDA Attributable to Noble Midstream Partners LP
|
59,351
|
|
|
46,005
|
|
|
162,287
|
|
|
106,386
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Cash Interest Paid
|
4,728
|
|
|
1,351
|
|
|
11,165
|
|
|
2,119
|
|
||||
Maintenance Capital Expenditures
|
5,406
|
|
|
3,952
|
|
|
14,718
|
|
|
9,004
|
|
||||
Distributable Cash Flow of Noble Midstream Partners LP
|
$
|
49,217
|
|
|
$
|
40,702
|
|
|
$
|
136,404
|
|
|
$
|
95,263
|
|
(in thousands)
|
September 30, 2018
|
|
December 31, 2017
|
||||
Cash, Cash Equivalents, and Restricted Cash (1)
|
$
|
19,152
|
|
|
$
|
55,531
|
|
Amount Available to be Borrowed Under Our Revolving Credit Facility (2)
|
750,000
|
|
|
265,000
|
|
||
Available Liquidity
|
$
|
769,152
|
|
|
$
|
320,531
|
|
(1)
|
(2)
|
See Item 1. Financial Statements – Note 7. Long-Term Debt. There was no available borrowing capacity under our term loan credit facility as of September 30, 2018.
|
|
Nine Months Ended September 30,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Total Cash Provided By (Used in)
|
|
|
|
||||
Operating Activities
|
$
|
167,936
|
|
|
$
|
124,357
|
|
Investing Activities
|
(1,190,265
|
)
|
|
(253,218
|
)
|
||
Financing Activities
|
985,950
|
|
|
82,122
|
|
||
Decrease in Cash, Cash Equivalents, and Restricted Cash
|
$
|
(36,379
|
)
|
|
$
|
(46,739
|
)
|
|
Nine Months Ended September 30,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Gathering System Expenditures (1)
|
$
|
669,908
|
|
|
$
|
239,054
|
|
Fresh Water Delivery System Expenditures
|
18,711
|
|
|
14,721
|
|
||
Total Capital Expenditures
|
$
|
688,619
|
|
|
$
|
253,775
|
|
|
|
|
|
||||
Additions to Investments
|
$
|
426
|
|
|
$
|
68,504
|
|
(1)
|
Gathering system expenditures include only the portion of the purchase price for the Black Diamond Acquisition allocated to Property, Plant and Equipment totaling $205.8 million.
|
•
|
the ability of our customers to meet their 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;
|
•
|
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 our customers under our agreements;
|
•
|
changes in availability and cost of capital;
|
•
|
changes in our tax status;
|
•
|
the effect of existing and future laws and government regulations;
|
•
|
the effects of future litigation;
|
•
|
interruption of the Partnership's operations due to social, civil or political events or unrest;
|
•
|
terrorist attacks or cyber threats;
|
•
|
any future acquisitions or dispositions of assets or the delay or failure of any such transaction to close; and
|
•
|
certain factors discussed elsewhere in this Form 10-Q.
|
|
||
Exhibit Number
|
|
Exhibit
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
3.7
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3*†
|
|
|
|
|
|
10.4*†
|
|
|
|
|
|
10.5*†
|
|
|
||
|
|
|
10.6*†
|
|
|
|
|
|
10.7*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
101.INS*
|
|
Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.
|
†
|
Confidential treatment has been requested for certain portions thereof pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. Such provisions have been filed separately with the Securities and Exchange Commission.
|
|
|
|
|
Noble Midstream Partners LP
|
|
|
|
|
By: Noble Midstream GP, LLC,
its General Partner
|
|
|
|
|
|
Date
|
|
November 1, 2018
|
|
By: /s/ John F. Bookout, IV
|
|
|
|
|
John F. Bookout, IV
Chief Financial Officer
|
Individual Fee
|
$[**]/Barrel
|
Individual Fee
|
$[**]/MMBtu
|
Individual First Phase Rate
|
$[**]/Barrel
|
Term
|
Minimum Volume Commitment
|
January 1, 2019 to December 31, 2019
|
50,000
|
January 1, 2020 to December 31, 2020
|
60,000
|
January 1, 2021 to December 31, 2021
|
60,000
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Noble Midstream Partners LP (the “registrant”);
|
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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):
|
Date:
|
November 1, 2018
|
|
|
|
|
|
|
/s/ Terry R. Gerhart
|
|
||
Terry R. Gerhart
|
|
||
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Noble Midstream Partners LP (the “registrant”);
|
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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):
|
Date:
|
November 1, 2018
|
|
|
|
|
|
|
/s/ John F. Bookout, IV
|
|
||
John F. Bookout, IV
|
|
||
Chief Financial 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 Partnership.
|
Date:
|
November 1, 2018
|
|
/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 Partnership.
|
Date:
|
November 1, 2018
|
|
/s/ John F. Bookout, IV
|
|
|
|
John F. Bookout, IV
|
|
|
|
Chief Financial Officer
|