Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2017shares | |
Document Information [Line Items] | |
Entity Registrant Name | Noble Midstream Partners LP |
Entity Central Index Key | 1,647,513 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q1 |
Document Type | 10-Q |
Document Period End Date | false |
Document Period End Date | Mar. 31, 2017 |
Common Units | |
Document Information [Line Items] | |
Entity Common Units Outstanding | 15,902,584 |
Subordinated Unitholders | |
Document Information [Line Items] | |
Entity Common Units Outstanding | 15,902,584 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 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 | 0 | 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 | |
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit — Basic and Diluted | ||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Basic ($ per unit) | $ 0.77 | |
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Diluted ($ per unit) | $ 0.77 | |
Weighted Average Limited Partner Units Outstanding — Basic | ||
Basic (in units) | 31,806 | |
Weighted Average Limited Partner Units Outstanding — Diluted | ||
Diluted (in units) | 31,812 | |
Common Units | ||
Other (Income) Expense | ||
Net Income Attributable to Noble Midstream Partners LP | $ 11,002 | |
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit — Basic and Diluted | ||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Basic ($ per unit) | $ 0.77 | |
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Diluted ($ per unit) | $ 0.77 | |
Weighted Average Limited Partner Units Outstanding — Basic | ||
Basic (in units) | 14,375 | |
Weighted Average Limited Partner Units Outstanding — Diluted | ||
Diluted (in units) | 14,381 | |
Subordinated Unitholders | ||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit — Basic and Diluted | ||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Basic ($ per unit) | $ 0.77 | |
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Diluted ($ per unit) | $ 0.77 | |
Noble | Common Units | ||
Other (Income) Expense | ||
Net Income Attributable to Noble Midstream Partners LP | $ 1,169 | |
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit — Basic and Diluted | ||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Basic ($ per unit) | $ 0.77 | |
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Diluted ($ per unit) | $ 0.77 | |
Weighted Average Limited Partner Units Outstanding — Basic | ||
Basic (in units) | 1,528 | |
Weighted Average Limited Partner Units Outstanding — Diluted | ||
Diluted (in units) | 1,528 | |
Noble | Subordinated Unitholders | ||
Other (Income) Expense | ||
Net Income Attributable to Noble Midstream Partners LP | $ 12,171 | |
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit — Basic and Diluted | ||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Basic ($ per unit) | $ 0.77 | |
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Diluted ($ per unit) | $ 0.77 | |
Weighted Average Limited Partner Units Outstanding — Basic | ||
Basic (in units) | 15,903 | |
Weighted Average Limited Partner Units Outstanding — Diluted | ||
Diluted (in units) | 15,903 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and Cash Equivalents | $ 38,859 | $ 57,421 |
Accounts Receivable — Affiliate | 21,209 | 19,191 |
Other Current Assets | 263 | 380 |
Total Current Assets | 60,331 | 76,992 |
Property, Plant and Equipment | ||
Total Property, Plant and Equipment, Gross | 386,756 | 311,045 |
Less: Accumulated Depreciation and Amortization | (34,018) | (31,642) |
Total Property, Plant and Equipment, Net | 352,738 | 279,403 |
Investments | 12,392 | 11,151 |
Deferred Charges | 1,717 | 1,813 |
Total Assets | 427,178 | 369,359 |
Current Liabilities | ||
Accounts Payable — Affiliate | 740 | 1,452 |
Accounts Payable — Trade | 55,548 | 12,501 |
Current Portion of Capital Lease | 4,060 | 4,786 |
Other Current Liabilities | 2,399 | 1,617 |
Total Current Liabilities | 62,747 | 20,356 |
Asset Retirement Obligations | 5,486 | 5,415 |
Other Long-Term Liabilities | 659 | 683 |
Total Liabilities | 68,892 | 26,454 |
EQUITY | ||
Noncontrolling Interests | 76,060 | 71,366 |
Total Equity | 358,286 | 342,905 |
Total Liabilities and Equity | 427,178 | 369,359 |
Common Units | ||
EQUITY | ||
Limited Partner | 316,772 | 311,872 |
Noble | Common Units | ||
EQUITY | ||
Limited Partner | (3,027) | (3,534) |
Noble | Subordinated Units — Noble (15,903 units outstanding as of March 31, 2017 and December 31, 2016) | ||
EQUITY | ||
Limited Partner | $ (31,519) | $ (36,799) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) shares in Thousands | Mar. 31, 2017shares |
Common Units | |
Units outstanding (in units) | 14,375 |
Noble Energy | Common Units | |
Units outstanding (in units) | 1,528 |
Noble Energy | Subordinated Unitholders | |
Units outstanding (in units) | 15,903 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows From Operating Activities | ||
Net Income and Comprehensive Income | $ 34,520 | $ 13,510 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities | ||
Depreciation and Amortization | 2,449 | 2,144 |
Deferred Income Taxes | 0 | 3,993 |
Other Adjustments for Noncash Items Included in Income | 222 | 75 |
Changes in Operating Assets and Liabilities | ||
Increase in Accounts Receivable — Affiliate | (3,322) | (9,803) |
Increase in Current Income Taxes Payable | 0 | 4,153 |
(Decrease) Increase in Accounts Payable | (2,518) | 464 |
Other Operating Assets and Liabilities, Net | 874 | 63 |
Net Cash Provided by Operating Activities | 32,225 | 14,599 |
Cash Flows From Investing Activities | ||
Additions to Property, Plant and Equipment | (32,298) | (11,906) |
Additions to Investments | (414) | (35) |
Distributions from Investments | 123 | 280 |
Net Cash Used in Investing Activities | (32,589) | (11,661) |
Cash Flows From Financing Activities | ||
Distributions to Parent | 0 | (21,480) |
Contributions from Parent | 0 | 223 |
Distributions to Noncontrolling Interests | (11,267) | 0 |
Cash Contributions from Noncontrolling Interests | 7,087 | 0 |
Distributions to Unitholders | (13,782) | 0 |
Repayment of Capital Lease Obligation | (236) | 0 |
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 | $ 8,293 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Noncontrolling Interest | Parent Net Investment | Limited PartnerCommon Units | Limited PartnerCommon UnitsNoble | Limited PartnerSubordinated UnitholdersNoble |
Parent net investment, beginning (Predecessor) at Dec. 31, 2015 | $ 263,539 | $ 263,539 | ||||
Increase (Decrease) in Net Parent Investment [Roll Forward] | ||||||
Net Income | Predecessor | 13,510 | 13,510 | ||||
Net Income | 13,510 | |||||
Contributions from Parent | Predecessor | 297 | 297 | ||||
Distributions to Parent | Predecessor | (21,480) | (21,480) | ||||
Parent net investment, ending (Predecessor) at Mar. 31, 2016 | 255,866 | 255,866 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net Income and Comprehensive Income | Predecessor | 13,510 | 13,510 | ||||
Net Income and Comprehensive Income | 13,510 | |||||
Distributions to Unitholders | Predecessor | (21,480) | (21,480) | ||||
Net Income | 34,520 | $ 10,178 | $ 11,002 | $ 1,169 | $ 12,171 | |
Distributions to Parent | (13,782) | (6,229) | (662) | (6,891) | ||
Capital, beginning at Dec. 31, 2016 | 342,905 | 71,366 | $ 0 | 311,872 | (3,534) | (36,799) |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net Income and Comprehensive Income | 34,520 | 10,178 | 11,002 | 1,169 | 12,171 | |
Contributions from Noncontrolling Interests | 5,783 | 5,783 | ||||
Distributions to Noncontrolling Interests | (11,267) | (11,267) | ||||
Distributions to Unitholders | (13,782) | (6,229) | (662) | (6,891) | ||
Unit Based Compensation | 127 | 127 | ||||
Capital, ending at Mar. 31, 2017 | $ 358,286 | $ 76,060 | $ 316,772 | $ (3,027) | $ (31,519) |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1. Organization and Nature of Operations Organization Noble Midstream Partners LP (the Partnership, we, or us) is a growth-oriented Delaware master limited partnership formed in December 2014 by our sponsor, Noble Energy, Inc. (Noble or Parent), to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets. Our current focus areas are the Denver-Julesburg (DJ) Basin in Colorado and the Southern Delaware Basin position of the Permian Basin (Delaware Basin) in Texas, where additional midstream assets are currently under construction. On September 20, 2016, we completed our initial public offering (the Offering) of 14,375,000 common units representing limited partner interests in the Partnership (common units), which included 1,875,000 common units issued pursuant to the underwriters’ exercise of their option to purchase additional common units, at a price to the public of $22.50 per common unit ( $21.20625 per common unit, net of underwriting discounts). In connection with the Offering, Noble contributed ownership interests in certain development companies (DevCos) and a 3.33% ownership interest in White Cliffs Pipeline L.L.C. to us (the White Cliffs Interest). The ownership interests in the DevCos, together with the White Cliffs Interest, are referred to collectively as the Contributed Businesses. Nature of Operations Through our ownership interests in the DevCos, we operate and own interests in the following assets, some of which are currently under construction: • 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. We generate revenues primarily by charging fees on a per unit basis for gathering crude oil and natural gas, delivering and storing fresh water, and collecting, cleaning and disposing of produced water. We have entered into multiple fee-based commercial agreements with Noble to provide these services, which are critical to Noble’s upstream operations. Our agreements include substantial acreage dedications. Predecessor This quarterly report on Form 10-Q includes the assets, liabilities and results of operations of the Contributed Businesses on a carve-out basis, our Predecessor for accounting purposes, for periods prior to September 20, 2016, the date on which we completed the Offering. References in this report to “Predecessor,” “we,” “our,” “us” or like terms, when referring to periods prior to September 20, 2016, refer to Noble’s Contributed Businesses, our Predecessor for accounting purposes. References to “the Partnership,” “we,” “our,” “us” or like terms, when referring to periods after September 20, 2016, refer to the Partnership. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2. Basis of Presentation Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying consolidated financial statements at March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016 contain all normally recurring adjustments considered necessary for a fair presentation of our financial position, results of operations, cash flows and partners' equity for such periods. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . Certain prior-period amounts have been reclassified to conform to the current-period presentation. The accompanying consolidated financial statements for periods prior to September 20, 2016 represent the Contributed Businesses of certain of Noble's midstream assets as the accounting Predecessor to the Partnership, presented on a carve-out basis of Noble’s historical ownership of the Predecessor. The Predecessor financial statements have been prepared from the separate records maintained by Noble and may not necessarily be indicative of the actual results of operations that might have occurred if the Predecessor had been operated separately during the periods reported. The Partnership has no items of other comprehensive income; therefore, its net income is identical to its comprehensive income. Consolidation Our consolidated financial statements include our accounts and the accounts of the DevCos, each of which we control as general partner. All intercompany balances and transactions have been eliminated upon consolidation. Investments We use the cost method of accounting for our White Cliffs Interest as we have virtually no influence over its operations and financial policies. Under the cost method of accounting, we recognize cash distributions from White Cliffs Pipeline L.L.C. as investment income in our consolidated statements of operations to the extent there is net income and record cash distributions in excess of our ratable share of earnings as return of investment. We use the equity method of accounting for our investment in the Advantage Pipeline, L.L.C. (Advantage) joint venture, as we do not control, but do exert significant influence over, its operations. See Note 13. Subsequent Events . Upon closing of the Advantage transactions, we will record the investment at our share of net assets of the investee plus our loans and advances. Differences in the basis of the investment and the separate net asset value of the investee will be amortized into income over the remaining useful life of the underlying assets. As of March 31, 2017 , we capitalized $1.4 million in acquisition related expenses that are included in the basis of the investment. Consolidated Variable Interest Entities We have determined that the partners with equity at risk in each of the DevCos lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact their economic performance; therefore, each DevCo is considered a variable interest entity, or VIE. Through our 100% ownership interest in Noble Midstream Services, LLC, a Delaware limited liability company which owns controlling interests in each of the DevCos, we have the authority to direct the activities that most significantly affect economic performance and the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate each of the DevCos in our financial statements. All financial statement activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. See Note 7. Segments . Revenue Recognition We generate revenues primarily by charging fees on a per unit basis for gathering crude oil and natural gas, delivering and storing fresh water, and collecting, cleaning and disposing of produced water. We recognize revenue when services have been rendered, the prices are fixed or determinable, and collectibility is reasonably assured. Under our commercial agreements, if dedicated volumes do not flow through our gathering facilities, we may have the right to charge a fee for the resulting unutilized capacity. Any income associated with the fee is recognized as revenue in the accompanying consolidated statements of operations. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment. Fair Value Measurements We measure assets and liabilities requiring fair value presentation and disclose such amounts according to the quality of valuation inputs under the fair value hierarchy. The carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature and maturity of the instruments and use Level 1 inputs. Supplemental Cash Flow Information We accrued $48.5 million and $7 million related to midstream capital expenditures as of March 31, 2017 and March 31, 2016 , respectively. Concentration of Credit Risk For all periods presented, 100% of our revenues are from Noble and its affiliates. Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (FASB) issued Account Standards Update No. 2017-01 (ASU 2017-01): Business Combinations - Clarifying the Definition of a Business, that assists in determining whether certain transactions should be accounted for as acquisitions or dispositions of assets or businesses. The amendment provides a screen to be applied to the fair value of an acquisition or disposal to evaluate whether the assets in question are simply assets or if they meet the requirements of a business. If the screen is not met, no further evaluation is needed. If the screen is met, certain steps are subsequently taken to make the determination. This ASU is effective for annual and interim periods beginning after December 15, 2017 and is required to be applied prospectively. We are currently evaluating the effect, if any, the guidance will have on our consolidated financial statements and related disclosures. In November 2016, the FASB issued Accounting Standards Update No. 2016-18 (ASU 2016-18): Statement of Cash Flows - Restricted Cash , which requires amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. This ASU will be effective for annual and interim periods beginning after December 15, 2017, with earlier application permitted. We do not believe adoption of ASU 2016-18 will have a material impact on our statement of cash flows and related disclosures. In August 2016, the FASB issued Accounting Standards Update No. 2016-15 (ASU 2016-15): Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments , to clarify how eight specific cash receipt and cash payment transactions should be presented in the statement of cash flows. ASU 2016-15 will be effective for annual and interim periods beginning after December 15, 2017, with earlier application permitted. We do not believe adoption of ASU 2016-15 will have a material impact on our statement of cash flows and related disclosures as this update pertains to classification of items and is not a change in accounting principle. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02): Leases. The guidance requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by leases with terms of more than 12 months. ASU 2016-02 also requires disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. The standard will be effective for annual and interim periods beginning after December 15, 2018, with earlier application permitted. In the normal course of business, we enter into capital and operating lease agreements to support our exploration and development operations and lease assets such as drilling rigs, platforms, storage facilities, field services and well equipment, pipeline capacity, office space and other assets. At this time, we cannot reasonably estimate the financial impact ASU 2016-02 will have on our financial statements; however, we do believe adoption and implementation of ASU 2016-02 will likely materially impact our balance sheet resulting from an increase in both assets and liabilities relating to our leasing activities. As part of our assessment to date, we have formed an implementation work team, prepared educational and training materials pertinent to ASU 2016-02 and have begun contract review and documentation. In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), which creates Topic 606, Revenue from Contracts with Customers . In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, ASU 2014-09 requires enhanced financial statement disclosures over revenue recognition as part of the new accounting guidance. The standard will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. In March 2016, the FASB released certain implementation guidance through ASU 2016-08 to clarify principal versus agent considerations. We are continuing to evaluate the provisions of ASU 2014-09 and have not yet determined the full impact it may have on our financial position and results of operations. |
Transactions with Affiliates
Transactions with Affiliates | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | Note 3. Transactions with Affiliates Revenues We derive substantially all of our revenues from commercial agreements with Noble. Revenues generated from commercial agreements with Noble and its affiliates included the following: 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 Expenses General and administrative expense included the following: 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 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 4. Property, Plant and Equipment Property, plant and equipment, at cost, is as follows: (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. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Note 5. Debt Revolving Credit Facility We maintain a $350 million revolving credit facility to fund working capital and to finance acquisitions and other capital expenditures. The revolving credit facility matures on September 20, 2021 . There were no amounts outstanding under the revolving credit facility as of December 31, 2016 and March 31, 2017 . See Note 13. Subsequent Events for a discussion of amounts drawn on our revolving credit facility to fund the Advantage transaction. Unamortized debt issuance costs totaled $1.8 million and $1.7 million as of December 31, 2016 and March 31, 2017 , respectively. Borrowings under the revolving credit facility bear interest at a rate equal to an applicable margin plus, at our option, either (a) in the case of base rate borrowings, a rate equal to the highest of (1) the prime rate, (2) the greater of the federal funds rate or the overnight bank funding rate, plus 0.5% and (3) the LIBOR for an interest period of one month plus 1.00% ; or (b) in the case of LIBOR borrowings, the offered rate per annum for deposits of dollars for the applicable interest period. The unused portion of the revolving credit facility is subject to a commitment fee. Commitment fees began to accrue beginning on the date we entered into the revolving credit facility. As of December 31, 2016 and March 31, 2017 , the commitment fee rate was 0.2% . The revolving credit facility requires us to comply with the following financial covenants as of the end of each fiscal quarter: • 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. Certain lenders that are a party to the credit agreement have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending or commercial banking services for us for which they have received, and may in the future receive, customary compensation and reimbursement of expenses. |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 6. Asset Retirement Obligations Asset retirement obligations (ARO) consist of estimated costs of dismantlement, removal, site reclamation and similar activities associated with our infrastructure assets. Changes in ARO are as follows: 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. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments | Note 7. Segments Our operations are located in the U.S. and are organized into the following reportable segments: Gathering Systems (crude oil, natural gas and produced water gathering as well as crude oil treating), Fresh Water Delivery, and Investments and Other. Our reportable segments comprise the structure used to make key operating decisions and assess performance. Summarized financial information concerning our reportable segments is as follows: (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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Legal Proceedings We may become involved in various legal proceedings in the ordinary course of business. These proceedings would be subject to the uncertainties inherent in any litigation, and we will regularly assesses the need for accounting recognition or disclosure of these contingencies. We would expect to defend ourselves vigorously in all such matters. Based on currently available information, we believe it is unlikely that the outcome of known matters would have a material adverse impact on our combined financial condition, results of operations or cash flows. |
Unit-Based Compensation
Unit-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unit-Based Compensation | Note 9. Unit-Based Compensation The Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the LTIP) provides for the grant, at the discretion of the board of directors of our general partner, of unit awards, restricted units, phantom units (the nomenclature used in accounting literature), unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards. The purpose of awards under the LTIP is to provide additional incentive compensation to individuals providing services to us, and to align the economic interests of such individuals with the interests of our unitholders. The LTIP limits the number of units that may be delivered pursuant to vested awards to 1,860,000 common units, subject to proportionate adjustment in the event of unit splits and similar events. Common units subject to awards that are canceled, forfeited, withheld to satisfy exercise prices or tax withholding obligations or otherwise terminated without delivery of common units will be available for delivery pursuant to other awards. As of March 31, 2017 , 1,831,806 common units are available for future grant under the LTIP. Restricted unit activity for the three months ended March 31, 2017 was as follows: 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 As of March 31, 2017 , $1 million of compensation cost related to all of our unvested restricted units awarded under the LTIP remained to be recognized. The cost is expected to be recognized over a weighted-average period of 2 years . |
Partnership Distributions
Partnership Distributions | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Partnership Distributions | Note 10. Partnership Distributions Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash to unitholders of record on the applicable record date. The following table details the distributions paid in respect of the periods presented below: 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. 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. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner Unit | Note 11. Net Income Per Limited Partner Unit Net income per unit applicable to common and subordinated unitholders is computed by dividing the respective limited partners’ interest in net income for the period by the weighted-average number of common units and subordinated units outstanding for the period. The common and subordinated unitholders represent an aggregate 100% limited partner interest in us. Because we have more than one class of participating securities, we use the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include common units and subordinated units. Pursuant to our partnership agreement, to the extent that the quarterly distributions exceed certain target levels, Noble, as the holder of our incentive distribution rights (IDRs), is entitled to receive certain incentive distributions that will result in more net income proportionately being allocated to Noble than to the holders of common units and subordinated units. Our calculation of net income per common and subordinated units is as follows: (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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes We are not a taxable entity for U.S. federal income tax purposes or for the majority of states that impose an income tax. Taxes are generally borne by our partners through the allocation of taxable income, and accordingly for the periods subsequent to the Offering date, we do not record deferred taxes related to the aggregate difference in the basis of our assets for financial and tax reporting purposes. We did not record a tax provision for the three months ended March 31, 2017 . The income tax provision for the three months ended March 31, 2016 is the income tax provision of our Predecessor. The provision was prepared on a separate return basis as if the Predecessor were a stand-alone entity. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events On April 3, 2017, Trinity River DevCo LLC (Trinity), an indirect wholly owned subsidiary of the Partnership, and Plains Pipeline, L.P. (Plains), a wholly owned subsidiary of Plains All American Pipeline, L.P., completed the Advantage acquisition for $133 million through a newly formed 50 /50 joint venture. Trinity contributed $66.5 million of cash in exchange for its 50% interest in the joint venture. We serve as the operator of the Advantage system, which includes a 70 -mile crude oil pipeline in the southern Delaware Basin from Reeves County, Texas to Crane County, Texas with 150,000 barrels of daily shipping capacity (expandable to over 200,000 barrels per day) and 490,000 barrels of storage capacity. During April 2017, we drew $60 million under our revolving credit facility in connection with the completion of the Advantage acquisition and for capital expenditures. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Presentation | Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying consolidated financial statements at March 31, 2017 and December 31, 2016 and for the three months ended March 31, 2017 and 2016 contain all normally recurring adjustments considered necessary for a fair presentation of our financial position, results of operations, cash flows and partners' equity for such periods. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . Certain prior-period amounts have been reclassified to conform to the current-period presentation. The accompanying consolidated financial statements for periods prior to September 20, 2016 represent the Contributed Businesses of certain of Noble's midstream assets as the accounting Predecessor to the Partnership, presented on a carve-out basis of Noble’s historical ownership of the Predecessor. The Predecessor financial statements have been prepared from the separate records maintained by Noble and may not necessarily be indicative of the actual results of operations that might have occurred if the Predecessor had been operated separately during the periods reported. The Partnership has no items of other comprehensive income; therefore, its net income is identical to its comprehensive income. |
Consolidation | Consolidation Our consolidated financial statements include our accounts and the accounts of the DevCos, each of which we control as general partner. All intercompany balances and transactions have been eliminated upon consolidation. |
Investments | Investments We use the cost method of accounting for our White Cliffs Interest as we have virtually no influence over its operations and financial policies. Under the cost method of accounting, we recognize cash distributions from White Cliffs Pipeline L.L.C. as investment income in our consolidated statements of operations to the extent there is net income and record cash distributions in excess of our ratable share of earnings as return of investment. We use the equity method of accounting for our investment in the Advantage Pipeline, L.L.C. (Advantage) joint venture, as we do not control, but do exert significant influence over, its operations. See Note 13. Subsequent Events . Upon closing of the Advantage transactions, we will record the investment at our share of net assets of the investee plus our loans and advances. Differences in the basis of the investment and the separate net asset value of the investee will be amortized into income over the remaining useful life of the underlying assets. |
Consolidated Variable Interest Entities | Consolidated Variable Interest Entities We have determined that the partners with equity at risk in each of the DevCos lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact their economic performance; therefore, each DevCo is considered a variable interest entity, or VIE. Through our 100% ownership interest in Noble Midstream Services, LLC, a Delaware limited liability company which owns controlling interests in each of the DevCos, we have the authority to direct the activities that most significantly affect economic performance and the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate each of the DevCos in our financial statements. All financial statement activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. |
Revenue Recognition | Revenue Recognition We generate revenues primarily by charging fees on a per unit basis for gathering crude oil and natural gas, delivering and storing fresh water, and collecting, cleaning and disposing of produced water. We recognize revenue when services have been rendered, the prices are fixed or determinable, and collectibility is reasonably assured. Under our commercial agreements, if dedicated volumes do not flow through our gathering facilities, we may have the right to charge a fee for the resulting unutilized capacity. Any income associated with the fee is recognized as revenue in the accompanying consolidated statements of operations. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment. |
Fair Value Measurements | Fair Value Measurements We measure assets and liabilities requiring fair value presentation and disclose such amounts according to the quality of valuation inputs under the fair value hierarchy. The carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature and maturity of the instruments and use Level 1 inputs. |
Concentration of Credit Risk | Concentration of Credit Risk For all periods presented, 100% of our revenues are from Noble and its affiliates. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In January 2017, the Financial Accounting Standards Board (FASB) issued Account Standards Update No. 2017-01 (ASU 2017-01): Business Combinations - Clarifying the Definition of a Business, that assists in determining whether certain transactions should be accounted for as acquisitions or dispositions of assets or businesses. The amendment provides a screen to be applied to the fair value of an acquisition or disposal to evaluate whether the assets in question are simply assets or if they meet the requirements of a business. If the screen is not met, no further evaluation is needed. If the screen is met, certain steps are subsequently taken to make the determination. This ASU is effective for annual and interim periods beginning after December 15, 2017 and is required to be applied prospectively. We are currently evaluating the effect, if any, the guidance will have on our consolidated financial statements and related disclosures. In November 2016, the FASB issued Accounting Standards Update No. 2016-18 (ASU 2016-18): Statement of Cash Flows - Restricted Cash , which requires amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. This ASU will be effective for annual and interim periods beginning after December 15, 2017, with earlier application permitted. We do not believe adoption of ASU 2016-18 will have a material impact on our statement of cash flows and related disclosures. In August 2016, the FASB issued Accounting Standards Update No. 2016-15 (ASU 2016-15): Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments , to clarify how eight specific cash receipt and cash payment transactions should be presented in the statement of cash flows. ASU 2016-15 will be effective for annual and interim periods beginning after December 15, 2017, with earlier application permitted. We do not believe adoption of ASU 2016-15 will have a material impact on our statement of cash flows and related disclosures as this update pertains to classification of items and is not a change in accounting principle. In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02): Leases. The guidance requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by leases with terms of more than 12 months. ASU 2016-02 also requires disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. The standard will be effective for annual and interim periods beginning after December 15, 2018, with earlier application permitted. In the normal course of business, we enter into capital and operating lease agreements to support our exploration and development operations and lease assets such as drilling rigs, platforms, storage facilities, field services and well equipment, pipeline capacity, office space and other assets. At this time, we cannot reasonably estimate the financial impact ASU 2016-02 will have on our financial statements; however, we do believe adoption and implementation of ASU 2016-02 will likely materially impact our balance sheet resulting from an increase in both assets and liabilities relating to our leasing activities. As part of our assessment to date, we have formed an implementation work team, prepared educational and training materials pertinent to ASU 2016-02 and have begun contract review and documentation. In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), which creates Topic 606, Revenue from Contracts with Customers . In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, ASU 2014-09 requires enhanced financial statement disclosures over revenue recognition as part of the new accounting guidance. The standard will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. In March 2016, the FASB released certain implementation guidance through ASU 2016-08 to clarify principal versus agent considerations. We are continuing to evaluate the provisions of ASU 2014-09 and have not yet determined the full impact it may have on our financial position and results of operations. |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Revenues generated from commercial agreements with Noble and its affiliates included the following: 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 |
Schedule of General and Administrative Expenses | General and administrative expense included the following: 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 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment, at cost, is as follows: (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. |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligation | Changes in ARO are as follows: 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. |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summarized financial information concerning our reportable segments is as follows: (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. |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Restricted unit activity for the three months ended March 31, 2017 was as follows: 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 |
Partnership Distributions (Tabl
Partnership Distributions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Distributions Made to Limited Partner, by Distribution | The following table details the distributions paid in respect of the periods presented below: 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. |
Net Income Per Limited Partne27
Net Income Per Limited Partner Unit (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Our calculation of net income per common and subordinated units is as follows: (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 $0.4108 per common unit. The distribution will be paid on May 15, 2017, to unitholders of record on May 8, 2017. |
Organization and Nature of Op28
Organization and Nature of Operations - Narrative (Details) | Sep. 20, 2016$ / sharesshares |
Over-Allotment Option | Common Units | |
Subsidiary, Sale of Stock [Line Items] | |
Sold (in units) | shares | 1,875,000 |
IPO | Common Units | |
Subsidiary, Sale of Stock [Line Items] | |
Sold (in units) | shares | 14,375,000 |
Price ($ per unit) | $ / shares | $ 22.50 |
Price, net ($ per unit) | $ / shares | $ 21.20625 |
White Cliffs Pipeline | |
Subsidiary, Sale of Stock [Line Items] | |
Non-controlling ownership | 3.33% |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Concentration Risk [Line Items] | ||
Accrued capital expenditures | $ 48.5 | $ 7 |
Noble Energy | Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk | 100.00% |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Total Midstream Services — Affiliate | $ 50,314 | $ 32,123 |
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 |
Noble Energy | Noble Energy | ||
Related Party Transaction [Line Items] | ||
Total Midstream Services — Affiliate | 50,314 | 32,123 |
Noble Energy | Noble Energy | Crude Oil, Natural Gas and Produced Water Gathering | ||
Related Party Transaction [Line Items] | ||
Total Midstream Services — Affiliate | 28,409 | 21,574 |
Noble Energy | Noble Energy | Fresh Water Delivery (1) | ||
Related Party Transaction [Line Items] | ||
Total Midstream Services — Affiliate | 20,319 | 8,875 |
Noble Energy | Noble Energy | Crude Oil Treating | ||
Related Party Transaction [Line Items] | ||
Total Midstream Services — Affiliate | 1,267 | 1,275 |
Noble Energy | Noble Energy | Other | ||
Related Party Transaction [Line Items] | ||
Total Midstream Services — Affiliate | $ 319 | $ 399 |
Property, Plant and Equipment31
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, Gross | $ 386,756 | $ 311,045 |
Less: Accumulated Depreciation and Amortization | (34,018) | (31,642) |
Total Property, Plant and Equipment, Net | 352,738 | 279,403 |
Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, Gross | 202,351 | 201,323 |
Construction in-progress | 91,600 | 27,600 |
Fresh Water Delivery System | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, Gross | 57,067 | 56,792 |
Capital leases | 5,000 | |
Construction in-progress | 15,600 | 5,200 |
Crude Oil Treating Facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, Gross | 20,099 | 20,099 |
Construction-in-Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, Gross | $ 107,239 | $ 32,831 |
Debt (Details)
Debt (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Line of Credit Facility [Line Items] | ||
Unamortized debt issuance expense | $ 1,700,000 | $ 1,800,000 |
Commitment fee | 0.20% | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 350,000,000 | |
Commitment fee | 0.20% | |
Required interest coverage ratio | 3 | |
Revolving Credit Facility | Pre-EBITDA Metric | ||
Line of Credit Facility [Line Items] | ||
Leverage ratio EBITDA metric | $ 135,000,000 | |
Allowed leverage ratio | 4 | |
Allowed leverage ratio post-acquisition | 4.50 | |
Revolving Credit Facility | Post-EBITDA Metric | ||
Line of Credit Facility [Line Items] | ||
Leverage ratio EBITDA metric | $ 135,000,000 | |
Allowed leverage ratio | 5 | |
Allowed leverage ratio post-acquisition | 5.50 | |
Revolving Credit Facility | Federal Funds Effective Swap Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread | 0.50% | |
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||
Line of Credit Facility [Line Items] | ||
Basis spread | 1.00% | |
Revolving Credit Facility | Overnight Bank Funding Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread | 0.50% |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Asset Retirement Obligations, Beginning Balance | $ 5,415 | $ 3,612 |
Accretion expense | 71 | 42 |
Asset Retirement Obligations, Ending Balance | $ 5,486 | $ 3,654 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Midstream Services — Affiliate | $ 50,314 | $ 32,123 | |
Income (Loss) before Income Taxes | 34,520 | 21,820 | |
Total Assets | 427,178 | $ 369,359 | |
Gathering Systems (1) | |||
Segment Reporting Information [Line Items] | |||
Midstream Services — Affiliate | 29,995 | 23,248 | |
Income (Loss) before Income Taxes | 23,254 | 19,860 | |
Total Assets | 287,213 | 224,861 | |
Fresh Water Delivery (1) | |||
Segment Reporting Information [Line Items] | |||
Midstream Services — Affiliate | 20,319 | 8,875 | |
Income (Loss) before Income Taxes | 13,333 | 4,321 | |
Total Assets | 65,525 | 54,542 | |
Investments and Other (1) | |||
Segment Reporting Information [Line Items] | |||
Midstream Services — Affiliate | 0 | 0 | |
Income (Loss) before Income Taxes | (2,067) | $ (2,361) | |
Total Assets | $ 74,440 | $ 89,956 |
Unit-Based Compensation (Detail
Unit-Based Compensation (Details) - Noble Midstream Partners LP 2016 Long-Term incentive Plan - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Authorized (in units) | 1,860,000 | |
Available (in units) | 1,831,806 | |
Restricted Units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Awarded and Unvested Units (in units) | 7,868 | |
Awarded (in units) | 20,326 | |
Awarded and Unvested Units (in units) | 28,194 | |
Awarded and Unvested Units ($ per unit) | $ 40.66 | $ 30.50 |
Awarded ($ per unit) | $ 44.59 | |
Compensation cost not yet recognized | $ 1 | |
Weighted average cost recognition period | 2 years |
Partnership Distributions (Deta
Partnership Distributions (Details 1) - USD ($) $ / shares in Units, $ in Thousands | Apr. 27, 2017 | Feb. 14, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Distribution Made to Limited Partner [Line Items] | |||||
Distribution period | 45 days | ||||
Distributions | $ 13,782 | ||||
Common Units | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Distribution ($ per unit) | $ 0.4333 | $ 0.0408 | $ 0.3925 | ||
Distributions | $ 6,891 | ||||
Subordinated Unitholders | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Distributions | $ 6,891 | ||||
Subsequent Event | Common Units | |||||
Distribution Made to Limited Partner [Line Items] | |||||
Distribution ($ per unit) | $ 0.4108 |
Net Income Per Limited Partne37
Net Income Per Limited Partner Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 27, 2017 | Feb. 14, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Distribution Declared | $ 13,066 | ||||
Income in Excess of Distribution | 11,276 | ||||
Net Income Attributable to Noble Midstream Partners LP | $ 24,342 | ||||
Weighed Average Units Outstanding, Basic (in units) | 31,806 | ||||
Weighed Average Units Outstanding, Diluted (in units) | 31,812 | ||||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Basic ($ per unit) | $ 0.77 | ||||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Diluted ($ per unit) | $ 0.77 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5 | ||||
Common Units | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Distribution Declared | $ 5,905 | ||||
Income in Excess of Distribution | 5,097 | ||||
Net Income Attributable to Noble Midstream Partners LP | $ 11,002 | ||||
Weighed Average Units Outstanding, Basic (in units) | 14,375 | ||||
Weighed Average Units Outstanding, Diluted (in units) | 14,381 | ||||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Basic ($ per unit) | $ 0.77 | ||||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Diluted ($ per unit) | $ 0.77 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5 | ||||
Distribution ($ per unit) | $ 0.4333 | $ 0.0408 | $ 0.3925 | ||
Subordinated Unitholders | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Basic ($ per unit) | $ 0.77 | ||||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Diluted ($ per unit) | $ 0.77 | ||||
Noble | Common Units | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Distribution Declared | $ 628 | ||||
Income in Excess of Distribution | 541 | ||||
Net Income Attributable to Noble Midstream Partners LP | $ 1,169 | ||||
Weighed Average Units Outstanding, Basic (in units) | 1,528 | ||||
Weighed Average Units Outstanding, Diluted (in units) | 1,528 | ||||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Basic ($ per unit) | $ 0.77 | ||||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Diluted ($ per unit) | $ 0.77 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | ||||
Noble | Subordinated Unitholders | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Distribution Declared | $ 6,533 | ||||
Income in Excess of Distribution | 5,638 | ||||
Net Income Attributable to Noble Midstream Partners LP | $ 12,171 | ||||
Weighed Average Units Outstanding, Basic (in units) | 15,903 | ||||
Weighed Average Units Outstanding, Diluted (in units) | 15,903 | ||||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Basic ($ per unit) | $ 0.77 | ||||
Net Income Attributable to Noble Midstream Partners LP Per Limited Partner Unit - Diluted ($ per unit) | $ 0.77 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | ||||
Subsequent Event | Common Units | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Distribution ($ per unit) | $ 0.4108 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event bbl / d in Thousands, bbl in Thousands, $ in Millions | Apr. 03, 2017USD ($)bbl / dmibbl | Apr. 30, 2017USD ($) |
Advantage Pipeline | ||
Subsequent Event [Line Items] | ||
Drawdown | $ 60 | |
Corporate Joint Venture | Advantage Pipeline | ||
Subsequent Event [Line Items] | ||
Consideration | $ 133 | |
Length of pipeline (in miles) | mi | 70 | |
Shipping capacity per day (in barrels) | bbl / d | 150 | |
Storage capacity (in barrels) | bbl | 490 | |
Corporate Joint Venture | Advantage Pipeline | Maximum | ||
Subsequent Event [Line Items] | ||
Shipping capacity per day (in barrels) | bbl / d | 200 | |
Plains All American Pipeline | Corporate Joint Venture | Advantage Pipeline | ||
Subsequent Event [Line Items] | ||
Ownership | 50.00% | |
Advantage Joint Venture | ||
Subsequent Event [Line Items] | ||
Cash contributed | $ 66.5 |