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Name | Symbol | Market | Type |
---|---|---|---|
Noble Midstream Partners LP | NYSE:NBLX | NYSE | Trust |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 27.14 | 0 | 01:00:00 |
Delaware
|
|
47-3011449
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. employer identification number)
|
1001 Noble Energy Way
|
|
|
Houston, Texas
|
|
77070
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(Address of principal executive offices)
|
|
(Zip Code)
|
(281) 872-3100
(Registrant’s telephone number, including area code)
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
ý
|
Smaller reporting company
o
|
Emerging growth company
ý
|
|
|
(Do not check if a smaller reporting company)
|
|
|
Part I.
Financial Information
|
|
|
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Item 1.
Financial Statements
|
|
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|
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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 June 30,
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Six Months Ended June 30,
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||||||||||||
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2017
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2016
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2017
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2016
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||||||||
Revenues
|
|
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||||
Midstream Services — Affiliate
|
$
|
54,117
|
|
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$
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32,969
|
|
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$
|
104,431
|
|
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$
|
65,092
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Midstream Services — Third Party
|
3,666
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—
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3,666
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—
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||||
Total Revenues
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57,783
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32,969
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108,097
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65,092
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||||
Costs and Expenses
|
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||||||||
Direct Operating
|
14,293
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6,685
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25,694
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12,573
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|
||||
Depreciation and Amortization
|
2,472
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2,218
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4,921
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4,363
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||||
General and Administrative
|
3,452
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2,170
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6,194
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4,823
|
|
||||
Total Operating Expenses
|
20,217
|
|
|
11,073
|
|
|
36,809
|
|
|
21,759
|
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||||
Operating Income
|
37,566
|
|
|
21,896
|
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71,288
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43,333
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|
||||
Other (Income) Expense
|
|
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||||||||
Interest Expense, Net of Amount Capitalized
|
100
|
|
|
(266
|
)
|
|
367
|
|
|
645
|
|
||||
Investment Income
|
(1,641
|
)
|
|
(1,146
|
)
|
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(2,706
|
)
|
|
(2,439
|
)
|
||||
Total Other Income
|
(1,541
|
)
|
|
(1,412
|
)
|
|
(2,339
|
)
|
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(1,794
|
)
|
||||
Income Before Income Taxes
|
39,107
|
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23,308
|
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73,627
|
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45,127
|
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||||
Income Tax Provision
|
—
|
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8,872
|
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—
|
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17,182
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Net Income and Comprehensive Income
|
39,107
|
|
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$
|
14,436
|
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73,627
|
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$
|
27,945
|
|
||
Less: Net Income Attributable to Noncontrolling Interests
|
7,515
|
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N/A
|
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17,693
|
|
|
N/A
|
||||||
Net Income Attributable to Noble Midstream Partners LP
|
31,592
|
|
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N/A
|
|
55,934
|
|
|
N/A
|
||||||
Less: Net Income Attributable to Incentive Distribution Rights
|
92
|
|
|
N/A
|
|
92
|
|
|
N/A
|
||||||
Net Income Attributable to Limited Partners
|
$
|
31,500
|
|
|
N/A
|
|
$
|
55,842
|
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N/A
|
||||
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||||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit
—
Basic and Diluted
|
|
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||||||||
Common Units
|
$
|
0.98
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N/A
|
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$
|
1.75
|
|
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N/A
|
||||
Subordinated Units
|
$
|
0.98
|
|
|
N/A
|
|
$
|
1.75
|
|
|
N/A
|
||||
|
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||||||||
Weighted Average Limited Partner Units Outstanding
—
Basic
|
|
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||||||||
Common Units — Public
|
14,569
|
|
|
N/A
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|
14,472
|
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N/A
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||||||
Common Units — Noble
|
1,558
|
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N/A
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1,543
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N/A
|
||||||
Subordinated Units — Noble
|
15,903
|
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|
N/A
|
|
15,903
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N/A
|
||||||
|
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||||||||
Weighted Average Limited Partner Units Outstanding
—
Diluted
|
|
|
|
|
|
|
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||||||||
Common Units — Public
|
14,579
|
|
|
N/A
|
|
14,481
|
|
|
N/A
|
||||||
Common Units — Noble
|
1,558
|
|
|
N/A
|
|
1,543
|
|
|
N/A
|
||||||
Subordinated Units — Noble
|
15,903
|
|
|
N/A
|
|
15,903
|
|
|
N/A
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
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|
||||
Cash and Cash Equivalents
|
$
|
19,625
|
|
|
$
|
57,421
|
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Accounts Receivable — Affiliate
|
19,644
|
|
|
19,191
|
|
||
Accounts Receivable — Third Party
|
3,666
|
|
|
—
|
|
||
Other Current Assets
|
531
|
|
|
380
|
|
||
Total Current Assets
|
43,466
|
|
|
76,992
|
|
||
Property, Plant and Equipment
|
|
|
|
||||
Total Property, Plant and Equipment, Gross
|
472,430
|
|
|
311,045
|
|
||
Less: Accumulated Depreciation and Amortization
|
(36,420
|
)
|
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(31,642
|
)
|
||
Total Property, Plant and Equipment, Net
|
436,010
|
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|
279,403
|
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Investments
|
79,568
|
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11,151
|
|
||
Deferred Charges
|
1,621
|
|
|
1,813
|
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||
Total Assets
|
$
|
560,665
|
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$
|
369,359
|
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LIABILITIES
|
|
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|
||||
Current Liabilities
|
|
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|
||||
Accounts Payable — Affiliate
|
$
|
687
|
|
|
$
|
1,452
|
|
Accounts Payable — Third Party
|
65,047
|
|
|
12,501
|
|
||
Current Portion of Capital Lease
|
758
|
|
|
4,786
|
|
||
Other Current Liabilities
|
1,690
|
|
|
1,617
|
|
||
Total Current Liabilities
|
68,182
|
|
|
20,356
|
|
||
Long-Term Liabilities
|
|
|
|
||||
Long-Term Debt
|
190,000
|
|
|
—
|
|
||
Asset Retirement Obligations
|
7,124
|
|
|
5,415
|
|
||
Long-Term Portion of Capital Lease
|
3,043
|
|
|
—
|
|
||
Other Long-Term Liabilities
|
635
|
|
|
683
|
|
||
Total Liabilities
|
268,984
|
|
|
26,454
|
|
||
Commitments and Contingencies
|
|
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|||
EQUITY
|
|
|
|
||||
Partners' Equity
|
|
|
|
||||
Limited Partner
|
|
|
|
||||
Common Units — Public (17,943 and 14,375 units outstanding, respectively)
|
463,491
|
|
|
311,872
|
|
||
Common Units — Noble (2,090 and 1,528 units outstanding, respectively)
|
(24,210
|
)
|
|
(3,534
|
)
|
||
Subordinated Units — Noble (15,903 units outstanding)
|
(190,482
|
)
|
|
(36,799
|
)
|
||
General Partner
|
92
|
|
|
—
|
|
||
Total Partner's Equity
|
248,891
|
|
|
271,539
|
|
||
Noncontrolling Interests
|
42,790
|
|
|
71,366
|
|
||
Total Equity
|
291,681
|
|
|
342,905
|
|
||
Total Liabilities and Equity
|
$
|
560,665
|
|
|
$
|
369,359
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash Flows From Operating Activities
|
|
|
|
||||
Net Income and Comprehensive Income
|
$
|
73,627
|
|
|
$
|
27,945
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
|
|
|
|
||||
Depreciation and Amortization
|
4,921
|
|
|
4,363
|
|
||
Deferred Income Taxes
|
—
|
|
|
7,814
|
|
||
Income from Equity Method Investee
|
(405
|
)
|
|
—
|
|
||
Unit-Based Compensation
|
333
|
|
|
—
|
|
||
Other Adjustments for Noncash Items Included in Income
|
191
|
|
|
80
|
|
||
Changes in Operating Assets and Liabilities
|
|
|
|
||||
(Increase) Decrease in Accounts Receivable
|
(5,423
|
)
|
|
2,734
|
|
||
Increase in Current Income Taxes Payable
|
—
|
|
|
9,204
|
|
||
Increase (Decrease) in Accounts Payable
|
1,409
|
|
|
(4,905
|
)
|
||
Other Operating Assets and Liabilities, Net
|
(126
|
)
|
|
(226
|
)
|
||
Net Cash Provided by Operating Activities
|
74,527
|
|
|
47,009
|
|
||
Cash Flows From Investing Activities
|
|
|
|
||||
Additions to Property, Plant and Equipment
|
(109,449
|
)
|
|
(17,120
|
)
|
||
Additions to Investments
|
(68,485
|
)
|
|
(147
|
)
|
||
Distributions from Cost Method Investee
|
474
|
|
|
549
|
|
||
Net Cash Used in Investing Activities
|
(177,460
|
)
|
|
(16,718
|
)
|
||
Cash Flows From Financing Activities
|
|
|
|
||||
Distributions to Parent
|
—
|
|
|
(42,480
|
)
|
||
Contributions from Parent
|
—
|
|
|
1,035
|
|
||
Distributions to Noncontrolling Interests
|
(19,452
|
)
|
|
—
|
|
||
Cash Contributions from Noncontrolling Interests
|
29,330
|
|
|
—
|
|
||
Borrowings Under Revolving Credit Facility
|
195,000
|
|
|
—
|
|
||
Repayment of Revolving Credit Facility
|
(5,000
|
)
|
|
—
|
|
||
Net Proceeds from Private Placement
|
138,089
|
|
|
—
|
|
||
Distribution to Noble for Contributed Assets
|
(245,000
|
)
|
|
—
|
|
||
Distributions to Unitholders
|
(26,848
|
)
|
|
—
|
|
||
Repayment of Capital Lease Obligation
|
(982
|
)
|
|
—
|
|
||
Net Cash Provided by (Used in) Financing Activities
|
65,137
|
|
|
(41,445
|
)
|
||
Decrease in Cash and Cash Equivalents
|
(37,796
|
)
|
|
(11,154
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
57,421
|
|
|
26,612
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
19,625
|
|
|
$
|
15,458
|
|
|
Predecessor
|
|
Partnership
|
|
|
|||||||||||||||||
|
Parent Net Investment
|
|
Common Units — Public
|
Common Units — Noble
|
Subordinated Units —
Noble |
General Partner
|
Noncontrolling Interests
|
Total
|
||||||||||||||
December 31, 2015
|
$
|
263,539
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
263,539
|
|
Net Income
|
27,945
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
27,945
|
|
|||||||
Contributions from Parent
|
1,115
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,115
|
|
|||||||
Distributions to Parent
|
(42,480
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(42,480
|
)
|
|||||||
June 30, 2016
|
$
|
250,119
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
250,119
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2016
|
$
|
—
|
|
|
$
|
311,872
|
|
$
|
(3,534
|
)
|
$
|
(36,799
|
)
|
$
|
—
|
|
$
|
71,366
|
|
$
|
342,905
|
|
Net Income
|
—
|
|
|
25,331
|
|
2,702
|
|
27,809
|
|
92
|
|
17,693
|
|
73,627
|
|
|||||||
Contributions from Noncontrolling Interests
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
28,027
|
|
28,027
|
|
|||||||
Distributions to Noncontrolling Interests
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(19,452
|
)
|
(19,452
|
)
|
|||||||
Distributions to Unitholders
|
—
|
|
|
(12,134
|
)
|
(1,290
|
)
|
(13,424
|
)
|
—
|
|
—
|
|
(26,848
|
)
|
|||||||
Net Proceeds from Private Placement
|
—
|
|
|
138,089
|
|
—
|
|
—
|
|
—
|
|
—
|
|
138,089
|
|
|||||||
Distribution to Noble for Contributed Assets
(1)
|
—
|
|
|
—
|
|
(28,459
|
)
|
(216,541
|
)
|
—
|
|
—
|
|
(245,000
|
)
|
|||||||
Contributed Assets Transfer from Noble
|
—
|
|
|
—
|
|
6,371
|
|
48,473
|
|
—
|
|
(54,844
|
)
|
—
|
|
|||||||
Unit-Based Compensation
|
—
|
|
|
333
|
|
—
|
|
—
|
|
—
|
|
—
|
|
333
|
|
|||||||
June 30, 2017
|
$
|
—
|
|
|
$
|
463,491
|
|
$
|
(24,210
|
)
|
$
|
(190,482
|
)
|
$
|
92
|
|
$
|
42,790
|
|
$
|
291,681
|
|
(1)
|
These amounts represent the
$245 million
in cash consideration for the Contributed Assets. In addition to this cash consideration, we issued
562,430
common units to Noble.
See Note
1. Organization and Nature of Operations
.
|
•
|
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 June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Crude Oil, Natural Gas and Produced Water Gathering
|
$
|
32,328
|
|
|
$
|
21,489
|
|
|
$
|
60,737
|
|
|
$
|
43,063
|
|
Fresh Water Delivery
|
20,348
|
|
|
9,813
|
|
|
40,667
|
|
|
18,688
|
|
||||
Crude Oil Treating
|
1,169
|
|
|
1,418
|
|
|
2,436
|
|
|
2,693
|
|
||||
Other
|
272
|
|
|
249
|
|
|
591
|
|
|
648
|
|
||||
Total Midstream Services Revenues — Affiliate
|
$
|
54,117
|
|
|
$
|
32,969
|
|
|
$
|
104,431
|
|
|
$
|
65,092
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
General and Administrative Expense
—
Affiliate
|
$
|
1,713
|
|
|
$
|
1,713
|
|
|
$
|
3,425
|
|
|
$
|
3,559
|
|
General and Administrative Expense
—
Third Party
|
1,739
|
|
|
457
|
|
|
2,769
|
|
|
1,264
|
|
||||
Total General and Administrative Expense
|
$
|
3,452
|
|
|
$
|
2,170
|
|
|
$
|
6,194
|
|
|
$
|
4,823
|
|
(in thousands)
|
June 30, 2017
|
|
December 31, 2016
|
||||
Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities
|
$
|
207,625
|
|
|
$
|
201,323
|
|
Fresh Water Delivery Systems
(1)
|
57,068
|
|
|
56,792
|
|
||
Crude Oil Treating Facilities
|
20,099
|
|
|
20,099
|
|
||
Construction-in-Progress
(2)
|
187,638
|
|
|
32,831
|
|
||
Total Property, Plant and Equipment, at Cost
|
472,430
|
|
|
311,045
|
|
||
Accumulated Depreciation and Amortization
|
(36,420
|
)
|
|
(31,642
|
)
|
||
Property, Plant and Equipment, Net
|
$
|
436,010
|
|
|
$
|
279,403
|
|
(1)
|
Fresh water delivery system assets at
June 30, 2017
and
December 31, 2016
include
$5 million
related to a leased pond accounted for as a capital lease.
|
(2)
|
Construction-in-progress at
June 30, 2017
includes
$173.5 million
in gathering system projects and
$14.1 million
in fresh water delivery system projects. Construction-in-progress at
December 31, 2016
includes
$27.6 million
in gathering system projects and
$5.2 million
in fresh water delivery system projects.
|
(in thousands)
|
June 30, 2017
|
|
December 31, 2016
|
||||
Advantage Joint Venture
(1)
|
$
|
68,891
|
|
|
$
|
—
|
|
White Cliffs Interest
|
10,677
|
|
|
11,151
|
|
||
Total Investments
|
$
|
79,568
|
|
|
$
|
11,151
|
|
(1)
|
We capitalized
$1.7 million
in acquisition related expenses that are included in the basis of the investment. As of
June 30, 2017
,
$1.7 million
in acquisition related expenses remains unamortized.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Advantage Joint Venture
(1)
|
$
|
405
|
|
|
$
|
—
|
|
|
$
|
405
|
|
|
$
|
—
|
|
White Cliffs Interest
|
1,119
|
|
|
1,146
|
|
|
2,184
|
|
|
2,439
|
|
||||
Other
(2)
|
117
|
|
|
—
|
|
|
117
|
|
|
—
|
|
||||
Total Investment Income
|
$
|
1,641
|
|
|
$
|
1,146
|
|
|
$
|
2,706
|
|
|
$
|
2,439
|
|
(1)
|
Includes the amortization of acquisition related expenses.
|
(2)
|
Represents income associated with our fee for serving as the operator of the Advantage Joint Venture. The fee totals approximately
$0.7 million
per year.
|
(in thousands)
|
June 30, 2017
|
||
Current Assets
|
$
|
4,036
|
|
Noncurrent Assets
|
131,294
|
|
|
Current Liabilities
|
$
|
1,275
|
|
(in thousands)
|
Six Months Ended June 30, 2017
|
||
Operating Revenues
|
$
|
3,088
|
|
Operating Expenses
|
2,242
|
|
|
Net Income
|
$
|
846
|
|
|
Six Months Ended June 30,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Asset Retirement Obligations, Beginning Balance
|
$
|
5,415
|
|
|
$
|
3,612
|
|
Liabilities Incurred
|
1,566
|
|
|
—
|
|
||
Revision of Estimate
|
—
|
|
|
1,224
|
|
||
Accretion Expense
(1)
|
143
|
|
|
87
|
|
||
Asset Retirement Obligations, Ending Balance
|
$
|
7,124
|
|
|
$
|
4,923
|
|
(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
(2)
|
|
Consolidated
|
||||||||
Three Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Midstream Services — Affiliate
|
|
$
|
33,769
|
|
|
$
|
20,348
|
|
|
$
|
—
|
|
|
$
|
54,117
|
|
Midstream Services — Third Party
|
|
—
|
|
|
3,666
|
|
|
—
|
|
|
3,666
|
|
||||
Total Midstream Services Revenues
|
|
33,769
|
|
|
24,014
|
|
|
—
|
|
|
57,783
|
|
||||
Income (Loss) Before Income Taxes
(3)
|
|
22,343
|
|
|
18,872
|
|
|
(2,108
|
)
|
|
39,107
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
Midstream Services Revenues
|
|
$
|
23,156
|
|
|
$
|
9,813
|
|
|
$
|
—
|
|
|
$
|
32,969
|
|
Income (Loss) before Income Taxes
|
|
17,251
|
|
|
6,765
|
|
|
(708
|
)
|
|
23,308
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Midstream Services — Affiliate
|
|
$
|
63,764
|
|
|
$
|
40,667
|
|
|
$
|
—
|
|
|
$
|
104,431
|
|
Midstream Services — Third Party
|
|
—
|
|
|
3,666
|
|
|
—
|
|
|
3,666
|
|
||||
Total Midstream Services Revenues
|
|
63,764
|
|
|
44,333
|
|
|
—
|
|
|
108,097
|
|
||||
Income (Loss) Before Income Taxes
(3)
|
|
42,326
|
|
|
35,475
|
|
|
(4,174
|
)
|
|
73,627
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
Midstream Services Revenues
|
|
$
|
46,404
|
|
|
$
|
18,688
|
|
|
$
|
—
|
|
|
$
|
65,092
|
|
Income (Loss) Before Income Taxes
|
|
37,111
|
|
|
11,086
|
|
|
(3,070
|
)
|
|
45,127
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Total Assets
|
|
$
|
372,588
|
|
|
$
|
63,423
|
|
|
$
|
124,654
|
|
|
$
|
560,665
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Total Assets
|
|
$
|
224,861
|
|
|
$
|
54,542
|
|
|
$
|
89,956
|
|
|
$
|
369,359
|
|
(1)
|
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)
|
The Investments and Other segment includes our investments in the Advantage Joint Venture and White Cliffs Interest as well as all general Partnership activity not attributable to our DevCos.
|
(3)
|
For periods subsequent to the IPO, 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
|
34,704
|
|
|
45.10
|
|
|
Awarded and Unvested Units at June 30, 2017
|
42,572
|
|
|
$
|
42.40
|
|
|
|
|
|
Distributions
|
||||||||||
Period
|
Record Date
|
Distribution Date
|
Distribution per Limited Partner Unit
|
Common Unitholders
|
Subordinated Unitholders
|
Total
|
||||||||
Q4 2016
(1)
|
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
|
|
(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 IPO on September 20, 2016 and ending on September 30, 2016.
|
(in thousands)
|
Three Months Ended June 30, 2017
|
|
Six Months Ended June 30, 2017
|
||||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
31,592
|
|
|
$
|
55,934
|
|
Less: Net Income Attributable to Incentive Distribution Rights
|
92
|
|
|
92
|
|
||
Net Income Attributable to Limited Partners
|
$
|
31,500
|
|
|
$
|
55,842
|
|
|
|
|
|
||||
Net Income Allocable to Common Units — Public
|
$
|
14,329
|
|
|
$
|
25,331
|
|
Net Income Allocable to Common Units — Noble
|
1,533
|
|
|
2,702
|
|
||
Net Income Allocable to Subordinated Units — Noble
|
15,638
|
|
|
27,809
|
|
||
Net Income Attributable to Limited Partners
|
$
|
31,500
|
|
|
$
|
55,842
|
|
|
|
|
|
||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted
|
|
|
|
||||
Common Units
|
$
|
0.98
|
|
|
$
|
1.75
|
|
Subordinated Units
|
$
|
0.98
|
|
|
$
|
1.75
|
|
|
|
|
|
||||
Weighted Average Limited Partner Units Outstanding — Basic
|
|
|
|
||||
Common Units — Public
|
14,569
|
|
|
14,472
|
|
||
Common Units — Noble
|
1,558
|
|
|
1,543
|
|
||
Subordinated Units — Noble
|
15,903
|
|
|
15,903
|
|
||
|
|
|
|
||||
Weighted Average Limited Partner Units Outstanding — Diluted
|
|
|
|
||||
Common Units — Public
|
14,579
|
|
|
14,481
|
|
||
Common Units — Noble
|
1,558
|
|
|
1,543
|
|
||
Subordinated Units — Noble
|
15,903
|
|
|
15,903
|
|
||
|
|
|
|
||||
Antidilutive Restricted Units
|
7
|
|
|
6
|
|
•
|
•
|
•
|
Results of Operations
; and
|
•
|
•
|
average crude oil gathering volumes of
53.8
MBbl/d;
|
•
|
average natural gas gathering volumes of
158.2
BBtu/d;
|
•
|
average produced water gathered volumes of
12.6
MBbl/d;
|
•
|
average fresh water delivered volumes of
184.2
MBbl/d;
|
•
|
completion of the Advantage acquisition through the Advantage Joint Venture;
|
•
|
commencement of fresh water delivery services to an unaffiliated third party in the Greeley Crescent IDP area;
|
•
|
acquisition of the remaining
20%
limited partner interest in Colorado River DevCo LP and an additional
15%
limited partner interest in Blanco River DevCo LP from NBL;
|
•
|
completion of the Private Placement for gross proceeds of approximately
$142.6 million
and net proceeds of approximately
$138.1 million
; and
|
•
|
completion of a produced water expansion project in the Wells Ranch CGF.
|
•
|
net income of
$39.1 million
, of which
$31.6 million
is attributable to the Partnership;
|
•
|
net cash provided by operating activities of
$74.5 million
;
|
•
|
declared a distribution of
$0.4457
per unit., an increase of 8.5% above the first quarter 2017 distribution per unit;
|
•
|
EBITDA (non-GAAP financial measure) of
$41.9 million
, of which
$33.9 million
is attributable to the Partnership; and
|
•
|
distributable cash flow (non-GAAP financial measure) of
$30.3 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 June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Midstream Services — Affiliate
|
$
|
54,117
|
|
|
$
|
32,969
|
|
|
$
|
104,431
|
|
|
$
|
65,092
|
|
Midstream Services — Third Party
|
3,666
|
|
|
—
|
|
|
3,666
|
|
|
—
|
|
||||
Total Revenues
|
57,783
|
|
|
32,969
|
|
|
108,097
|
|
|
65,092
|
|
||||
Costs and Expenses
|
|
|
|
|
|
|
|
||||||||
Direct Operating
|
14,293
|
|
|
6,685
|
|
|
25,694
|
|
|
12,573
|
|
||||
Depreciation and Amortization
|
2,472
|
|
|
2,218
|
|
|
4,921
|
|
|
4,363
|
|
||||
General and Administrative
|
3,452
|
|
|
2,170
|
|
|
6,194
|
|
|
4,823
|
|
||||
Total Operating Expenses
|
20,217
|
|
|
11,073
|
|
|
36,809
|
|
|
21,759
|
|
||||
Operating Income
|
37,566
|
|
|
21,896
|
|
|
71,288
|
|
|
43,333
|
|
||||
Other (Income) Expense
|
|
|
|
|
|
|
|
||||||||
Interest Expense, Net of Amount Capitalized
|
100
|
|
|
(266
|
)
|
|
367
|
|
|
645
|
|
||||
Investment Income
|
(1,641
|
)
|
|
(1,146
|
)
|
|
(2,706
|
)
|
|
(2,439
|
)
|
||||
Total Other Income
|
(1,541
|
)
|
|
(1,412
|
)
|
|
(2,339
|
)
|
|
(1,794
|
)
|
||||
Income Before Income Taxes
|
39,107
|
|
|
23,308
|
|
|
73,627
|
|
|
45,127
|
|
||||
Income Tax Provision
|
—
|
|
|
8,872
|
|
|
—
|
|
|
17,182
|
|
||||
Net Income and Comprehensive Income
|
39,107
|
|
|
$
|
14,436
|
|
|
73,627
|
|
|
$
|
27,945
|
|
||
Less: Net Income Attributable to Noncontrolling Interests
|
7,515
|
|
|
N/A
|
|
17,693
|
|
|
N/A
|
||||||
Net Income Attributable to Noble Midstream Partners LP
|
$
|
31,592
|
|
|
N/A
|
|
$
|
55,934
|
|
|
N/A
|
||||
|
|
|
|
|
|
|
|
||||||||
EBITDA Attributable to Noble Midstream Partners LP
|
$
|
33,880
|
|
|
N/A
|
|
$
|
60,381
|
|
|
N/A
|
||||
|
|
|
|
|
|
|
|
||||||||
Distributable Cash Flow of Noble Midstream Partners LP
|
$
|
30,336
|
|
|
N/A
|
|
$
|
54,561
|
|
|
N/A
|
•
|
throughput volumes;
|
•
|
operating costs and expenses;
|
•
|
EBITDA (non-GAAP financial measure);
|
•
|
distributable cash flow (non-GAAP financial measure); and
|
•
|
capital expenditures.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Colorado River DevCo LP
|
|
|
|
|
|
|
|
||||||||
Crude Oil Gathering Volumes (Bbl/d)
|
53,763
|
|
|
40,757
|
|
|
49,025
|
|
|
45,427
|
|
||||
Natural Gas Gathering Volumes (MMBtu/d)
|
158,216
|
|
|
141,207
|
|
|
152,355
|
|
|
120,480
|
|
||||
Produced Water Gathering Volumes (Bbl/d)
|
12,609
|
|
|
9,495
|
|
|
10,841
|
|
|
9,889
|
|
||||
Fresh Water Delivery Volumes (Bbl/d)
|
113,824
|
|
|
23,315
|
|
|
93,935
|
|
|
33,449
|
|
||||
Gathering and Fresh Water Delivery Revenues
—
Affiliate (in thousands)
|
$
|
44,730
|
|
|
$
|
25,391
|
|
|
$
|
80,941
|
|
|
$
|
53,758
|
|
|
|
|
|
|
|
|
|
||||||||
San Juan River DevCo LP
|
|
|
|
|
|
|
|
||||||||
Fresh Water Delivery Volumes (Bbl/d)
|
20,067
|
|
|
21,670
|
|
|
37,759
|
|
|
10,835
|
|
||||
Fresh Water Delivery Revenues
—
Affiliate (in thousands)
|
$
|
7,946
|
|
|
$
|
3,737
|
|
|
$
|
20,463
|
|
|
$
|
3,795
|
|
|
|
|
|
|
|
|
|
||||||||
Green River DevCo LP
|
|
|
|
|
|
|
|
||||||||
Fresh Water Delivery Volumes (Bbl/d)
|
—
|
|
|
11,954
|
|
|
—
|
|
|
13,386
|
|
||||
Fresh Water Delivery Revenues
—
Affiliate (in thousands)
|
$
|
—
|
|
|
$
|
2,174
|
|
|
$
|
—
|
|
|
$
|
4,198
|
|
|
|
|
|
|
|
|
|
||||||||
Laramie River DevCo LP
|
|
|
|
|
|
|
|
||||||||
Fresh Water Delivery Volumes (Bbl/d)
|
50,326
|
|
|
—
|
|
|
25,302
|
|
|
—
|
|
||||
Fresh Water Delivery Revenues
—
Third Party
(in thousands) |
$
|
3,666
|
|
|
$
|
—
|
|
|
$
|
3,666
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Total Gathering Systems
|
|
|
|
|
|
|
|
||||||||
Crude Oil Gathering Volumes (Bbl/d)
|
53,763
|
|
|
40,757
|
|
|
49,025
|
|
|
45,427
|
|
||||
Natural Gas Gathering Volumes (MMBtu/d)
|
158,216
|
|
|
141,207
|
|
|
152,355
|
|
|
120,480
|
|
||||
Produced Water Gathering Volumes (Bbl/d)
|
12,609
|
|
|
9,495
|
|
|
10,841
|
|
|
9,889
|
|
||||
Gathering Revenues
—
Affiliate (in thousands)
|
$
|
32,328
|
|
|
$
|
21,489
|
|
|
$
|
60,737
|
|
|
$
|
43,063
|
|
|
|
|
|
|
|
|
|
||||||||
Total Fresh Water Delivery
|
|
|
|
|
|
|
|
||||||||
Fresh Water Delivery Volumes (Bbl/d)
|
184,217
|
|
|
56,939
|
|
|
156,996
|
|
|
57,670
|
|
||||
Fresh Water Delivery Revenues (in thousands)
|
$
|
24,014
|
|
|
$
|
9,813
|
|
|
$
|
44,333
|
|
|
$
|
18,688
|
|
(in thousands)
|
2017
|
|
2016
|
|
Increase (Decrease) From Prior Year
|
|||||
Three Months Ended June 30,
|
|
|
|
|
|
|||||
Crude Oil, Natural Gas and Produced Water Gathering
—
Affiliate
|
$
|
32,328
|
|
|
$
|
21,489
|
|
|
50
|
%
|
Fresh Water Delivery
—
Affiliate
|
20,348
|
|
|
9,813
|
|
|
107
|
%
|
||
Fresh Water Delivery — Third Party
|
3,666
|
|
|
—
|
|
|
N/M
|
|
||
Crude Oil Treating
—
Affiliate
|
1,169
|
|
|
1,418
|
|
|
(18
|
)%
|
||
Other
—
Affiliate
|
272
|
|
|
249
|
|
|
9
|
%
|
||
Total Midstream Services Revenues
|
$
|
57,783
|
|
|
$
|
32,969
|
|
|
75
|
%
|
|
|
|
|
|
|
|||||
Six Months Ended June 30,
|
|
|
|
|
|
|||||
Crude Oil, Natural Gas and Produced Water Gathering
—
Affiliate
|
$
|
60,737
|
|
|
$
|
43,063
|
|
|
41
|
%
|
Fresh Water Delivery
—
Affiliate
|
40,667
|
|
|
18,688
|
|
|
118
|
%
|
||
Fresh Water Delivery — Third Party
|
3,666
|
|
|
—
|
|
|
N/M
|
|
||
Crude Oil Treating
—
Affiliate
|
2,436
|
|
|
2,693
|
|
|
(10
|
)%
|
||
Other
—
Affiliate
|
591
|
|
|
648
|
|
|
(9
|
)%
|
||
Total Midstream Services Revenues
|
$
|
108,097
|
|
|
$
|
65,092
|
|
|
66
|
%
|
•
|
an increase of $12.1 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 $4.9 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 $3.7 million in fresh water delivery revenues due to the commencement of fresh water deliveries to an unaffiliated third party in the Greeley Crescent IDP area during second quarter 2017;
|
•
|
an increase of $3 million in crude oil gathering services revenues driven by increased throughput volumes in our Wells Ranch IDP and East Pony IDP crude oil gathering systems resulting from expansion and gathering system growth;
|
•
|
an increase of $1.1 million in gathering and fresh water delivery services driven by rate escalations;
|
•
|
a decrease of $1.6 million in fresh water delivery revenues related to the Mustang IDP due to the timing of well completion activity by Noble.
|
•
|
an increase of $23.7 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 $10.3 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 $3.7 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 $3.7 million in fresh water delivery revenues due to the commencement of fresh water deliveries to an unaffiliated third party in the Greeley Crescent IDP area during second quarter 2017;
|
•
|
an increase of $2.7 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;
|
•
|
an increase of $2.1 million in gathering and fresh water delivery services driven by rate escalations;
|
•
|
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;
|
•
|
a decrease of $3.7 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 $1.2 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.
|
(in thousands)
|
2017
|
|
2016
|
|
Increase
from Prior Year |
|||||
Three Months Ended June 30,
|
|
|
|
|
|
|||||
Direct Operating
|
$
|
14,293
|
|
|
$
|
6,685
|
|
|
114
|
%
|
Depreciation and Amortization
|
2,472
|
|
|
2,218
|
|
|
11
|
%
|
||
General and Administrative
|
3,452
|
|
|
2,170
|
|
|
59
|
%
|
||
Total Operating Expenses
|
$
|
20,217
|
|
|
$
|
11,073
|
|
|
83
|
%
|
|
|
|
|
|
|
|||||
Six Months Ended June 30,
|
|
|
|
|
|
|||||
Direct Operating
|
$
|
25,694
|
|
|
$
|
12,573
|
|
|
104
|
%
|
Depreciation and Amortization
|
4,921
|
|
|
4,363
|
|
|
13
|
%
|
||
General and Administrative
|
6,194
|
|
|
4,823
|
|
|
28
|
%
|
||
Total Operating Expenses
|
$
|
36,809
|
|
|
$
|
21,759
|
|
|
69
|
%
|
(in thousands)
|
2017
|
|
2016
|
|
Increase (Decrease) from Prior Year
|
|||||
Three Months Ended June 30,
|
|
|
|
|
|
|||||
Other (Income) Expense
|
|
|
|
|
|
|||||
Interest Expense
|
$
|
711
|
|
|
$
|
(67
|
)
|
|
N/M
|
|
Capitalized Interest
|
(611
|
)
|
|
(199
|
)
|
|
207
|
%
|
||
Interest Expense, Net
|
100
|
|
|
(266
|
)
|
|
N/M
|
|
||
Investment Income
|
(1,641
|
)
|
|
(1,146
|
)
|
|
43
|
%
|
||
Total Other (Income) Expense
|
$
|
(1,541
|
)
|
|
$
|
(1,412
|
)
|
|
9
|
%
|
|
|
|
|
|
|
|||||
Six Months Ended June 30,
|
|
|
|
|
|
|||||
Other (Income) Expense
|
|
|
|
|
|
|||||
Interest Expense
|
$
|
978
|
|
|
$
|
1,319
|
|
|
(26
|
)%
|
Capitalized Interest
|
(611
|
)
|
|
(674
|
)
|
|
(9
|
)%
|
||
Interest Expense, Net
|
367
|
|
|
645
|
|
|
(43
|
)%
|
||
Investment Income
|
(2,706
|
)
|
|
(2,439
|
)
|
|
11
|
%
|
||
Total Other (Income) Expense
|
$
|
(2,339
|
)
|
|
$
|
(1,794
|
)
|
|
30
|
%
|
•
|
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
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Reconciliation from Net Income
|
|
|
|
|
|
|
|
||||||||
Net Income and Comprehensive Income
|
$
|
39,107
|
|
|
$
|
14,436
|
|
|
$
|
73,627
|
|
|
$
|
27,945
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Depreciation and Amortization
|
2,472
|
|
|
2,218
|
|
|
4,921
|
|
|
4,363
|
|
||||
Interest Expense, Net of Amount Capitalized
|
100
|
|
|
(266
|
)
|
|
367
|
|
|
645
|
|
||||
Income Tax Provision
|
—
|
|
|
8,872
|
|
|
—
|
|
|
17,182
|
|
||||
Unit-Based Compensation
|
206
|
|
|
—
|
|
|
333
|
|
|
—
|
|
||||
EBITDA
|
41,885
|
|
|
$
|
25,260
|
|
|
79,248
|
|
|
$
|
50,135
|
|
||
Less:
|
|
|
|
|
|
|
|
||||||||
EBITDA Attributable to Noncontrolling Interests
|
8,005
|
|
|
N/A
|
|
18,867
|
|
|
N/A
|
||||||
EBITDA Attributable to Noble Midstream Partners LP
|
33,880
|
|
|
N/A
|
|
60,381
|
|
|
N/A
|
||||||
Less:
|
|
|
|
|
|
|
|
||||||||
Cash Interest Paid
|
593
|
|
|
N/A
|
|
768
|
|
|
N/A
|
||||||
Maintenance Capital Expenditures
|
2,951
|
|
|
N/A
|
|
5,052
|
|
|
N/A
|
||||||
Distributable Cash Flow of Noble Midstream Partners LP
|
$
|
30,336
|
|
|
N/A
|
|
$
|
54,561
|
|
|
N/A
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
(thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Reconciliation from Net Cash Provided by Operating Activities
|
|
|
|
|
|
|
|
||||||||
Net Cash Provided by Operating Activities
|
$
|
42,302
|
|
|
$
|
32,410
|
|
|
$
|
74,527
|
|
|
$
|
47,009
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Interest Expense, Net of Amount Capitalized
|
100
|
|
|
(266
|
)
|
|
367
|
|
|
645
|
|
||||
Changes in Operating Assets and Liabilities
|
(826
|
)
|
|
(11,930
|
)
|
|
4,140
|
|
|
(6,807
|
)
|
||||
Change in Income Tax Payable
|
—
|
|
|
5,051
|
|
|
—
|
|
|
9,204
|
|
||||
Other Adjustments
|
309
|
|
|
(5
|
)
|
|
214
|
|
|
84
|
|
||||
EBITDA
|
41,885
|
|
|
$
|
25,260
|
|
|
79,248
|
|
|
$
|
50,135
|
|
||
Less:
|
|
|
|
|
|
|
|
||||||||
EBITDA Attributable to Noncontrolling Interests
|
8,005
|
|
|
N/A
|
|
18,867
|
|
|
N/A
|
||||||
EBITDA Attributable to Noble Midstream Partners LP
|
33,880
|
|
|
N/A
|
|
60,381
|
|
|
N/A
|
||||||
Less:
|
|
|
|
|
|
|
|
||||||||
Cash Interest Paid
|
593
|
|
|
N/A
|
|
768
|
|
|
N/A
|
||||||
Maintenance Capital Expenditures
|
2,951
|
|
|
N/A
|
|
5,052
|
|
|
N/A
|
||||||
Distributable Cash Flow of Noble Midstream Partners LP
|
$
|
30,336
|
|
|
N/A
|
|
$
|
54,561
|
|
|
N/A
|
(in thousands)
|
June 30, 2017
|
|
December 31, 2016
|
||||
Total Cash
|
$
|
19,625
|
|
|
$
|
57,421
|
|
Amount Available to be Borrowed Under Our Revolving Credit Facility
(1)
|
160,000
|
|
|
350,000
|
|
||
Available Liquidity
|
$
|
179,625
|
|
|
$
|
407,421
|
|
(1)
|
See Item 1. Financial Statements – Note
6. Debt
.
|
|
Six Months Ended June 30,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Total Cash Provided By (Used in)
|
|
|
|
||||
Operating Activities
|
$
|
74,527
|
|
|
$
|
47,009
|
|
Investing Activities
|
(177,460
|
)
|
|
(16,718
|
)
|
||
Financing Activities
|
65,137
|
|
|
(41,445
|
)
|
||
Decrease in Cash and Cash Equivalents
|
$
|
(37,796
|
)
|
|
$
|
(11,154
|
)
|
|
Six Months Ended June 30,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Gathering System Expenditures
|
$
|
149,206
|
|
|
$
|
4,968
|
|
Fresh Water Delivery System Expenditures
|
10,622
|
|
|
155
|
|
||
Total Capital Expenditures
|
$
|
159,828
|
|
|
$
|
5,123
|
|
|
|
|
|
||||
Additions to Investments
|
$
|
68,485
|
|
|
$
|
147
|
|
•
|
the ability of Noble 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
|
|
August 3, 2017
|
|
By:
/s/ John F. Bookout, IV
|
|
|
|
|
John F. Bookout, IV
Chief Financial Officer
|
|
||
Exhibit Number
|
|
Exhibit
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
3.6
|
|
|
|
|
|
3.7
|
|
|
|
|
|
4.1
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
|
||
32.2*
|
|
|
|
|
|
99.1*
|
|
|
|
|
|
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.
|
+
|
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 Year Noble Midstream Partners Chart |
1 Month Noble Midstream Partners Chart |
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