Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 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 | Q3 |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2017 |
Common Units | |
Document Information [Line Items] | |
Entity Common Units Outstanding | 20,032,586 |
Subordinated Unitholders | |
Document Information [Line Items] | |
Entity Common Units Outstanding | 15,902,584 |
Consolidated Statement of Opera
Consolidated Statement of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Midstream Services — Affiliate | $ 56,755 | $ 47,167 | $ 161,186 | $ 112,259 |
Midstream Services — Third Party | 6,356 | 0 | 10,022 | 0 |
Total Revenues | 63,111 | 47,167 | 171,208 | 112,259 |
Costs and Expenses | ||||
Direct Operating | 13,712 | 7,426 | 39,406 | 19,999 |
Depreciation and Amortization | 3,562 | 2,290 | 8,483 | 6,652 |
General and Administrative | 3,087 | 2,587 | 9,281 | 7,411 |
Total Operating Expenses | 20,361 | 12,303 | 57,170 | 34,062 |
Operating Income | 42,750 | 34,864 | 114,038 | 78,197 |
Other (Income) Expense | ||||
Interest Expense, Net of Amount Capitalized | 594 | 2,462 | 961 | 3,107 |
Investment Income | (1,633) | (1,070) | (4,339) | (3,509) |
Total Other (Income) Expense | (1,039) | 1,392 | (3,378) | (402) |
Income Before Income Taxes | 43,789 | 33,472 | 117,416 | 78,599 |
Income Tax Provision | 33 | 11,105 | 33 | 28,288 |
Net Income and Comprehensive Income | 43,756 | 22,367 | 117,383 | 50,311 |
Less: Net Income Attributable to Noncontrolling Interests | 2,086 | 1,228 | 19,779 | 1,228 |
Net Income Attributable to Noble Midstream Partners LP | 41,670 | 3,093 | 97,604 | 3,093 |
Less: Net Income Attributable to Incentive Distribution Rights | 223 | 0 | 315 | 0 |
Net Income Attributable to Limited Partners | 41,447 | 3,093 | 97,289 | 3,093 |
Common Units | ||||
Other (Income) Expense | ||||
Net Income Attributable to Limited Partners | $ 20,670 | $ 1,398 | $ 46,001 | $ 1,398 |
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted | ||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted (in dollars per unit) | $ 1.15 | $ 0.10 | $ 2.93 | $ 0.10 |
Weighted Average Limited Partner Units Outstanding — Basic | ||||
Basic (in units) | 17,900 | 14,375 | 15,627 | 14,375 |
Weighted Average Limited Partner Units Outstanding —Diluted | ||||
Diluted (in units) | 17,915 | 14,375 | 15,638 | 14,375 |
Subordinated Unitholders | ||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted | ||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted (in dollars per unit) | $ 1.15 | $ 0.10 | $ 2.92 | $ 0.10 |
Noble | Common Units | ||||
Other (Income) Expense | ||||
Net Income Attributable to Limited Partners | $ 2,414 | $ 149 | $ 5,116 | $ 149 |
Weighted Average Limited Partner Units Outstanding — Basic | ||||
Basic (in units) | 2,090 | 1,528 | 1,727 | 1,528 |
Weighted Average Limited Partner Units Outstanding —Diluted | ||||
Diluted (in units) | 2,090 | 1,528 | 1,727 | 1,528 |
Noble | Subordinated Unitholders | ||||
Other (Income) Expense | ||||
Net Income Attributable to Limited Partners | $ 18,363 | $ 1,546 | $ 46,172 | $ 1,546 |
Weighted Average Limited Partner Units Outstanding — Basic | ||||
Basic (in units) | 15,903 | 15,903 | 15,903 | 15,903 |
Weighted Average Limited Partner Units Outstanding —Diluted | ||||
Diluted (in units) | 15,903 | 15,903 | 15,903 | 15,903 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and Cash Equivalents | $ 10,682 | $ 57,421 |
Accounts Receivable — Affiliate | 22,608 | 19,191 |
Accounts Receivable — Third Party | 2,552 | 0 |
Other Current Assets | 490 | 380 |
Total Current Assets | 36,332 | 76,992 |
Property, Plant and Equipment | ||
Total Property, Plant and Equipment, Gross | 566,377 | 311,045 |
Less: Accumulated Depreciation and Amortization | (39,891) | (31,642) |
Total Property, Plant and Equipment, Net | 526,486 | 279,403 |
Investments | 79,748 | 11,151 |
Deferred Charges | 1,525 | 1,813 |
Total Assets | 644,091 | 369,359 |
Current Liabilities | ||
Accounts Payable — Affiliate | 2,386 | 1,452 |
Accounts Payable — Third Party | 85,682 | 12,501 |
Current Portion of Capital Lease | 785 | 4,786 |
Other Current Liabilities | 1,700 | 1,617 |
Total Current Liabilities | 90,553 | 20,356 |
Long-Term Liabilities | ||
Long-Term Debt | 200,000 | 0 |
Asset Retirement Obligations | 7,215 | 5,415 |
Long-Term Portion of Capital Lease | 3,043 | 0 |
Other Long-Term Liabilities | 610 | 683 |
Total Liabilities | 301,421 | 26,454 |
Commitments and Contingencies | ||
EQUITY | ||
General Partner | 223 | 0 |
Total Partner's Equity | 274,715 | 271,539 |
Noncontrolling Interests | 67,955 | 71,366 |
Total Equity | 342,670 | 342,905 |
Total Liabilities and Equity | 644,091 | 369,359 |
Common Units | ||
EQUITY | ||
Limited Partner | 476,426 | 311,872 |
Noble | Common Units | ||
EQUITY | ||
Limited Partner | (22,727) | (3,534) |
Noble | Subordinated Units — Noble (15,903 units outstanding) | ||
EQUITY | ||
Limited Partner | $ (179,207) | $ (36,799) |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - shares shares in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Common Units | ||
Units outstanding (in units) | 17,943 | 14,375 |
Noble Energy | Common Units | ||
Units outstanding (in units) | 2,090 | 1,528 |
Noble Energy | Subordinated Unitholders | ||
Units outstanding (in units) | 15,903 | 15,903 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows From Operating Activities | ||
Net Income and Comprehensive Income | $ 117,383 | $ 50,311 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities | ||
Depreciation and Amortization | 8,483 | 6,652 |
Deferred Income Taxes | 0 | 28,288 |
Income from Equity Method Investee | (821) | 0 |
Unit-Based Compensation | 581 | 0 |
Other Adjustments for Noncash Items Included in Income | 288 | 132 |
Changes in Operating Assets and Liabilities | ||
Increase in Accounts Receivable | (7,273) | (4,294) |
Increase (Decrease) in Accounts Payable | 5,816 | (476) |
Other Operating Assets and Liabilities, Net | (100) | (40) |
Net Cash Provided by Operating Activities | 124,357 | 80,573 |
Cash Flows From Investing Activities | ||
Additions to Property, Plant and Equipment | (185,442) | (23,720) |
Additions to Investments | (68,504) | (147) |
Distributions from Cost Method Investee | 728 | 963 |
Proceeds from Asset Sale — Affiliate | 0 | 1,850 |
Net Cash Used in Investing Activities | (253,218) | (21,054) |
Cash Flows From Financing Activities | ||
Distributions to Parent | 0 | (42,480) |
Contributions from Parent | 0 | 1,036 |
Proceeds from the IPO, Net of Offering Costs | 0 | 301,461 |
Distribution to Noble Subsequent to the IPO | 0 | (296,820) |
Revolving Credit Facility Origination Fees and Expenses Paid | 0 | (1,859) |
Distributions to Noncontrolling Interests | (19,849) | 0 |
Cash Contributions from Noncontrolling Interests | 52,806 | 0 |
Borrowings Under Revolving Credit Facility | 245,000 | 0 |
Repayment of Revolving Credit Facility | (45,000) | 0 |
Net Proceeds from Private Placement | 138,084 | 0 |
Distribution to Noble for Contributed Assets | (245,000) | 0 |
Distributions to Unitholders | (42,937) | 0 |
Repayment of Capital Lease Obligation | (982) | 0 |
Net Cash Provided by (Used in) Financing Activities | 82,122 | (38,662) |
(Decrease) Increase in Cash and Cash Equivalents | (46,739) | 20,857 |
Cash and Cash Equivalents at Beginning of Period | 57,421 | 26,612 |
Cash and Cash Equivalents at End of Period | $ 10,682 | $ 47,469 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Noncontrolling Interest | Limited PartnerCommon Units | Limited PartnerCommon UnitsNoble | Limited PartnerSubordinated UnitholdersNoble | General Partner | |
Capital, beginning at Dec. 31, 2016 | $ 342,905 | $ 71,366 | $ 311,872 | $ (3,534) | $ (36,799) | $ 0 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net Income and Comprehensive Income | 117,383 | 19,779 | 46,001 | 5,116 | 46,172 | 315 | |
Contributions from Noncontrolling Interests | 51,503 | 51,503 | |||||
Distributions to Noncontrolling Interests | (19,849) | (19,849) | |||||
Distributions to Unitholders | (42,937) | (20,112) | (2,221) | (20,512) | (92) | ||
Net Proceeds from Private Placement | 138,084 | 138,084 | |||||
Distribution to Noble for Contributed Assets | [1] | (245,000) | (28,459) | (216,541) | |||
Contributed Assets Transfer from Noble | 0 | (54,844) | 6,371 | 48,473 | |||
Unit-Based Compensation | 581 | 581 | |||||
Capital, ending at Sep. 30, 2017 | $ 342,670 | $ 67,955 | $ 476,426 | $ (22,727) | $ (179,207) | $ 223 | |
[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. |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 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. On September 20, 2016, we completed our initial public offering (the IPO) 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 IPO, Noble contributed ownership interests in certain development companies (DevCos) and a 3.33% ownership interest in White Cliffs Pipeline L.L.C. (the White Cliffs Interest) to us. The ownership interests in the DevCos, together with the White Cliffs Interest, are referred to collectively as the Contributed Businesses. Advantage Joint Venture On April 3, 2017, Trinity River DevCo LLC, 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 acquisition of Advantage Pipeline, L.L.C. (Advantage) for $133 million through a newly formed 50 /50 joint venture (the Advantage Joint Venture). Trinity River DevCo LLC contributed $66.8 million of cash in exchange for its 50% interest in the Advantage Joint Venture. The Partnership funded the acquisition with a combination of borrowings under our revolving credit facility and from cash on hand. 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 and 490,000 barrels of storage capacity. See Note 5. Investments and See Note 6. Debt . Contribution Agreement On June 20, 2017, the Partnership entered into a Contribution Agreement (the Contribution Agreement) by and among the Partnership, Noble Midstream GP LLC, our general partner, Noble Midstream Services, LLC (Midstream Services), NBL Midstream, LLC (NBL Midstream), a subsidiary of Noble, and Blanco River DevCo GP LLC (Blanco River DevCo GP). Pursuant to the terms of the Contribution Agreement, the Partnership agreed to acquire from NBL Midstream (i) the remaining 20% limited partner interest in Colorado River DevCo LP and (ii) an additional 15% limited partner interest in Blanco River DevCo LP (collectively, the Contributed Assets). In consideration for the Contributed Assets, the Partnership agreed to pay NBL Midstream $270 million , consisting of (i) $245 million in cash and (ii) 562,430 common units issued to NBL Midstream at an issue price of $44.45 per common unit, the closing price of our common units on the New York Stock Exchange on June 20, 2017 (the Transaction). The Transaction closed on June 26, 2017. The Partnership funded the cash consideration with a combination of borrowings under our revolving credit facility, proceeds from the Private Placement (as defined below), and from cash on hand. See Note 6. Debt . Prior to the acquisition, the Contributed Assets were reflected as noncontrolling interests in the Partnership’s consolidated financial statements. As the Partnership acquired additional interests in already-consolidated entities, the acquisition did not result in a change in reporting entity, as defined under the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 805, Business Combinations , and was accounted for on a prospective basis. Therefore, beginning June 26, 2017, the Partnership’s consolidated financial statements reflect its 100% ownership interest in Colorado River DevCo LP and its 40% ownership interest in Blanco River DevCo LP. Private Placement On June 20, 2017, the Partnership entered into a Common Unit Purchase Agreement with certain institutional investors, pursuant to which, the Partnership agreed to sell 3,525,000 common units in a private placement for gross proceeds of approximately $142.6 million (the Private Placement). Net proceeds totaled approximately $138.1 million , after deducting offering expenses of approximately $4.5 million . The closing of the Private Placement occurred on June 26, 2017. Nature of Operations Through our ownership interests in the DevCos, we operate and own interests in the following assets: • 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. 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 IPO. 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 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 and nine months ended September 30, 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 and Variable Interest Entities 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. 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. A substantial portion of the financial statement activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. Although our investment in the Advantage Joint Venture is owned by Trinity River DevCo LLC, all financial statement activity associated with our investment is captured within the Investments and Other reportable segment. See Note 8. Segment Information . Investments Although we serve as the operator of the Advantage system, our operating agreements empower the Advantage board, split between us and Plains, to direct the activities that most significantly affect the long-term economic performance of the entity, primarily the oversight of the commercial function and approval of expansion capital. As a result, our investment in the Advantage Joint Venture does not require consolidation under the VIE consolidation model. We use the equity method of accounting for our investment in the Advantage Joint Venture, as we do not control, but do exert significant influence over, its operations. Under the equity method of accounting, initially we record the investment at our cost. Differences in the cost, or basis, of the investment and the net asset value of the investee will be amortized into earnings over the remaining useful life of the underlying assets. See Note 5. 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. See Note 5. Investments . 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 $72.5 million and $2.7 million related to midstream capital expenditures as of September 30, 2017 and September 30, 2016 , respectively. Concentration of Credit Risk For the three and nine months ended September 30, 2017 , 90% and 94% , respectively, of our revenues are from Noble and its affiliates. For all other periods presented, 100% of our revenues are from Noble and its affiliates. Recently Issued Accounting Standards In May 2017, the FASB issued Accounting Standards Update No. 2017-09 (ASU 2017-09) Compensation - Stock Compensation (Topic 718). The purpose of this update is to provide clarity as to which modifications of awards require modification accounting under Topic 718, whereas previously issued guidance frequently resulted in varying interpretations and a diversity of practice. Under ASU 2017-09, an entity should employ modification accounting unless the following items are met: (1) the fair value of the award is the same immediately before and after the award is modified; (2) the vesting conditions are the same under both the modified award and the original award; and (3) the classification of the modified award is the same as the original award, either equity or liability. Regardless of whether modification accounting is utilized, award disclosure requirements under Topic 718 remain unchanged. ASU 2017-09 will be effective for annual or any interim periods beginning after December 15, 2017. We do not believe adoption of ASU 2017-09 will have a material impact on our financial statements. We will adopt the new standard on the effective date of January 1, 2018. In January 2017, the 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 definition 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 will adopt the new standard on the effective date of January 1, 2018. 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. We will adopt the new standard on the effective date of January 1, 2018. 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. We will adopt the new standard on the effective date of January 1, 2018. 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 operations and may lease water-related, field-related and other assets. At this time, we cannot reasonably estimate the financial impact ASU 2016-02 will have on our financial statements; however, we 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, revenue recognition would occur upon 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. We continue to evaluate the impact of ASU 2014-09 on our accounting policies, internal controls, and consolidated financial statements and related disclosures. We are performing a review of contracts for each of our revenue streams and developing accounting policies to address the provisions of ASU 2014-09. ASU 2014-09 also includes provisions regarding future revenues and expenses under a gross-versus-net presentation. We are evaluating the impact, if any, on the presentation of our future revenues and expenses under this gross-versus-net presentation guidance. Based upon assessments performed to date, we do not expect ASU 2014-09 to have a material effect on the timing of revenue recognition or our financial position. The standard is required to be adopted using either the full retrospective approach, with all prior periods presented adjusted, or the modified retrospective approach, with a cumulative adjustment to retained earnings on the opening balance sheet. We will adopt the new standard on January 1, 2018, using the modified retrospective approach with a cumulative adjustment to retained earnings as necessary. |
Transactions with Affiliates
Transactions with Affiliates | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | Note 3. Transactions with Affiliates Revenues We derive a substantial portion of our revenues from commercial agreements with Noble. Revenues generated from commercial agreements with Noble and its affiliates consist of the following: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Crude Oil, Natural Gas and Produced Water Gathering $ 37,854 $ 24,250 $ 98,591 $ 67,313 Fresh Water Delivery 17,589 21,280 58,256 39,968 Crude Oil Treating 1,037 1,397 3,473 4,090 Other 275 240 866 888 Total Midstream Services Revenues — Affiliate $ 56,755 $ 47,167 $ 161,186 $ 112,259 Expenses General and administrative expense consists of the following: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 General and Administrative Expense — Affiliate $ 1,819 $ 1,712 $ 5,527 $ 5,272 General and Administrative Expense — Third Party 1,268 875 3,754 2,139 Total General and Administrative Expense $ 3,087 $ 2,587 $ 9,281 $ 7,411 Asset Sale — Affiliate During the first nine months of 2016, we sold certain equipment to Noble, at cost, and received proceeds of $1.9 million . No gain or loss was recognized for the transaction. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 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) September 30, 2017 December 31, 2016 Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities $ 374,259 $ 201,323 Fresh Water Delivery Systems (1) 71,492 56,792 Crude Oil Treating Facilities 20,099 20,099 Construction-in-Progress (2) 100,527 32,831 Total Property, Plant and Equipment, at Cost 566,377 311,045 Accumulated Depreciation and Amortization (39,891 ) (31,642 ) Property, Plant and Equipment, Net $ 526,486 $ 279,403 (1) Fresh water delivery system assets at September 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 September 30, 2017 includes $96.7 million in gathering system projects and $3.8 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. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Note 5. Investments The following table presents our investments at the dates indicated: (in thousands) September 30, 2017 December 31, 2016 Advantage Joint Venture (1) $ 69,325 $ — White Cliffs Interest 10,423 11,151 Total Investments $ 79,748 $ 11,151 (1) We capitalized $1.7 million in acquisition related expenses that are included in the basis of the investment. As of September 30, 2017 , $1.7 million in acquisition related expenses remains unamortized. The following table presents our investment income for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Advantage Joint Venture (1) $ 416 $ — $ 821 $ — White Cliffs Interest 1,042 1,070 3,226 3,509 Other (2) 175 — 292 — Total Investment Income $ 1,633 $ 1,070 $ 4,339 $ 3,509 (1) Includes the amortization of acquisition related expenses. As we completed the Advantage acquisition on April 3, 2017, the year-to-date results are for the period beginning on April 3, 2017 and ending on September 30, 2017. (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. Summarized, 100% combined balance sheet financial information for the Advantage Joint Venture at the date indicated: (in thousands) September 30, 2017 Current Assets $ 5,874 Noncurrent Assets 130,721 Current Liabilities 1,255 Noncurrent Liabilities $ — Summarized, 100% combined statement of operations information for the Advantage Joint Venture for the periods indicated: (in thousands) Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 (1) Operating Revenues $ 3,186 $ 6,274 Operating Expenses 2,314 4,556 Income Before Taxes 872 1,718 Income Tax Expense 20 20 Net Income $ 852 $ 1,698 (1) As we completed the Advantage acquisition on April 3, 2017, the year-to-date results are for the period beginning on April 3, 2017 and ending on September 30, 2017. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. 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 . The borrowing capacity on our revolving credit facility may be increased by up to an additional $350 million subject to certain conditions including compliance with the covenants contained in the credit agreement and requisite commitments from existing or new lenders. There were no amounts outstanding under the revolving credit facility as of December 31, 2016 . As of September 30, 2017 , $200 million was outstanding under our revolving credit facility. During the nine months ended September 30, 2017, borrowings under our revolving credit facility were primarily used to fund portions of our construction activities, the Advantage acquisition, and the cash consideration for the Contributed Assets. 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. Interest was incurred on the revolving credit facility at a weighted average annual interest rate of 2.45% during the nine months ended September 30, 2017 . 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 September 30, 2017 , the commitment fee rate was 0.2% . Unamortized debt issuance costs totaled $1.8 million and $1.5 million as of December 31, 2016 and September 30, 2017 , respectively. The revolving credit facility requires us to comply with certain financial covenants as of the end of each fiscal quarter. The Partnership was in compliance with such covenants as of September 30, 2017 . 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. Subsequent Event During October 2017, we drew an additional $25 million under our revolving credit facility to fund our construction activities. |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 7. Asset Retirement Obligations Asset retirement obligations consist of estimated costs of dismantlement, removal, site reclamation and similar activities associated with our infrastructure assets. Changes in asset retirement obligations are as follows: (in thousands) Nine Months Ended September 30, 2017 Asset Retirement Obligations, Beginning Balance $ 5,415 Liabilities Incurred 1,566 Accretion Expense (1) 234 Asset Retirement Obligations, Ending Balance $ 7,215 (1) Accretion expense is included in depreciation and amortization expense in the consolidated statements of operations. Liabilities incurred in the 2017 period were primarily related to our Billy Miner I Central Gathering Facility (CGF) in the Delaware Basin. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Note 8. Segment Information 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) (2) Consolidated Three Months Ended September 30, 2017 Midstream Services — Affiliate $ 39,166 $ 17,589 $ — $ 56,755 Midstream Services — Third Party 1,574 4,782 — 6,356 Total Midstream Services Revenues 40,740 22,371 — 63,111 Income (Loss) Before Income Taxes 28,307 17,823 (2,341 ) 43,789 Three Months Ended September 30, 2016 Midstream Services Revenues $ 25,887 $ 21,280 $ — $ 47,167 Income (Loss) before Income Taxes 19,280 18,186 (3,994 ) 33,472 Nine Months Ended September 30, 2017 Midstream Services — Affiliate $ 102,930 $ 58,256 $ — $ 161,186 Midstream Services — Third Party 1,574 8,448 — 10,022 Total Midstream Services Revenues 104,504 66,704 — 171,208 Income (Loss) Before Income Taxes 70,633 53,298 (6,515 ) 117,416 Nine Months Ended September 30, 2016 Midstream Services Revenues $ 72,291 $ 39,968 $ — $ 112,259 Income (Loss) Before Income Taxes 56,390 29,272 (7,063 ) 78,599 September 30, 2017 Total Assets $ 459,647 $ 66,839 $ 117,605 $ 644,091 December 31, 2016 Total Assets $ 224,861 $ 54,542 $ 89,956 $ 369,359 (1) A substantial portion of the financial statement activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. Although our investment in the Advantage Joint Venture is owned by Trinity River DevCo LLC, all financial statement activity associated with our investment is captured within the Investments and Other reportable segment. As our DevCos represent VIEs, see the above reportable segments for our VIEs impact to the consolidated financial statements. (2) 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. 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 assess 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 | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unit-Based Compensation | Note 10. 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, 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 September 30, 2017 , 1,817,428 common units are available for future grant under the LTIP. Restricted unit activity for the nine months ended September 30, 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 34,704 45.10 Awarded and Unvested Units at September 30, 2017 42,572 $ 42.40 As of September 30, 2017 , $1.2 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 1.75 years . |
Partnership Distributions
Partnership Distributions | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Partnership Distributions | Note 11. 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 Limited Partners Period Record Date Distribution Date Distribution per Limited Partner Unit Common Unitholders Subordinated Unitholders Holder of IDRs 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 Q2 2017 August 7, 2017 August 14, 2017 $ 0.4457 $ 8,909 $ 7,088 $ 92 $ 16,089 (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. Incentive Distribution Rights Noble currently holds Incentive Distribution Rights (IDRs) that entitle it to receive increasing percentages, up to a maximum of 50% , of the available cash we distribute from operating surplus in excess of $0.4313 per unit per quarter. The maximum distribution of 50% does not include any distributions that Noble may receive on common units or subordinated units that it owns. Cash Distributions On October 26, 2017, the board of directors of our general partner declared a quarterly cash distribution of $0.4665 per unit. The distribution will be paid on November 13, 2017, to unitholders of record on November 6, 2017. Also on November 13, 2017, a cash incentive distribution of $0.2 million will be made to Noble related to its IDRs, based upon the level of distribution paid per common and subordinated unit. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner Unit | Note 12. 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 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 limited partner common and subordinated unit is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Net Income Attributable to Noble Midstream Partners LP $ 41,670 $ 3,093 $ 97,604 $ 3,093 Less: Net Income Attributable to Incentive Distribution Rights 223 — 315 — Net Income Attributable to Limited Partners $ 41,447 $ 3,093 $ 97,289 $ 3,093 Net Income Allocable to Common Units — Public $ 20,670 $ 1,398 $ 46,001 $ 1,398 Net Income Allocable to Common Units — Noble 2,414 149 5,116 149 Net Income Allocable to Subordinated Units — Noble 18,363 1,546 46,172 1,546 Net Income Attributable to Limited Partners $ 41,447 $ 3,093 $ 97,289 $ 3,093 Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted Common Units $ 1.15 $ 0.10 $ 2.93 $ 0.10 Subordinated Units $ 1.15 $ 0.10 $ 2.92 $ 0.10 Weighted Average Limited Partner Units Outstanding — Basic Common Units — Public 17,900 14,375 15,627 14,375 Common Units — Noble 2,090 1,528 1,727 1,528 Subordinated Units — Noble 15,903 15,903 15,903 15,903 Weighted Average Limited Partner Units Outstanding — Diluted Common Units — Public 17,915 14,375 15,638 14,375 Common Units — Noble 2,090 1,528 1,727 1,528 Subordinated Units — Noble 15,903 15,903 15,903 15,903 Antidilutive Restricted Units 4 — 6 — |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. 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 IPO, we do not record deferred taxes related to the aggregate difference in the basis of our assets for financial and tax reporting purposes. We recorded a de minimis tax provision for the three and nine months ended September 30, 2017 associated with state income taxes. The income tax provision for the three and nine months ended September 30, 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. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 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 September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 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 and nine months ended September 30, 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 and Variable Interest Entities 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 Although we serve as the operator of the Advantage system, our operating agreements empower the Advantage board, split between us and Plains, to direct the activities that most significantly affect the long-term economic performance of the entity, primarily the oversight of the commercial function and approval of expansion capital. As a result, our investment in the Advantage Joint Venture does not require consolidation under the VIE consolidation model. We use the equity method of accounting for our investment in the Advantage Joint Venture, as we do not control, but do exert significant influence over, its operations. Under the equity method of accounting, initially we record the investment at our cost. Differences in the cost, or basis, of the investment and the net asset value of the investee will be amortized into earnings over the remaining useful life of the underlying assets. See Note 5. 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. |
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. A substantial portion of the 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 the three and nine months ended September 30, 2017 , 90% and 94% , respectively, of our revenues are from Noble and its affiliates. For all other periods presented, 100% of our revenues are from Noble and its affiliates. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2017, the FASB issued Accounting Standards Update No. 2017-09 (ASU 2017-09) Compensation - Stock Compensation (Topic 718). The purpose of this update is to provide clarity as to which modifications of awards require modification accounting under Topic 718, whereas previously issued guidance frequently resulted in varying interpretations and a diversity of practice. Under ASU 2017-09, an entity should employ modification accounting unless the following items are met: (1) the fair value of the award is the same immediately before and after the award is modified; (2) the vesting conditions are the same under both the modified award and the original award; and (3) the classification of the modified award is the same as the original award, either equity or liability. Regardless of whether modification accounting is utilized, award disclosure requirements under Topic 718 remain unchanged. ASU 2017-09 will be effective for annual or any interim periods beginning after December 15, 2017. We do not believe adoption of ASU 2017-09 will have a material impact on our financial statements. We will adopt the new standard on the effective date of January 1, 2018. In January 2017, the 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 definition 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 will adopt the new standard on the effective date of January 1, 2018. 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. We will adopt the new standard on the effective date of January 1, 2018. 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. We will adopt the new standard on the effective date of January 1, 2018. 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 operations and may lease water-related, field-related and other assets. At this time, we cannot reasonably estimate the financial impact ASU 2016-02 will have on our financial statements; however, we 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, revenue recognition would occur upon 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. We continue to evaluate the impact of ASU 2014-09 on our accounting policies, internal controls, and consolidated financial statements and related disclosures. We are performing a review of contracts for each of our revenue streams and developing accounting policies to address the provisions of ASU 2014-09. ASU 2014-09 also includes provisions regarding future revenues and expenses under a gross-versus-net presentation. We are evaluating the impact, if any, on the presentation of our future revenues and expenses under this gross-versus-net presentation guidance. Based upon assessments performed to date, we do not expect ASU 2014-09 to have a material effect on the timing of revenue recognition or our financial position. The standard is required to be adopted using either the full retrospective approach, with all prior periods presented adjusted, or the modified retrospective approach, with a cumulative adjustment to retained earnings on the opening balance sheet. We will adopt the new standard on January 1, 2018, using the modified retrospective approach with a cumulative adjustment to retained earnings as necessary. |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Revenues generated from commercial agreements with Noble and its affiliates consist of the following: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Crude Oil, Natural Gas and Produced Water Gathering $ 37,854 $ 24,250 $ 98,591 $ 67,313 Fresh Water Delivery 17,589 21,280 58,256 39,968 Crude Oil Treating 1,037 1,397 3,473 4,090 Other 275 240 866 888 Total Midstream Services Revenues — Affiliate $ 56,755 $ 47,167 $ 161,186 $ 112,259 |
Schedule of General and Administrative Expenses | General and administrative expense consists of the following: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 General and Administrative Expense — Affiliate $ 1,819 $ 1,712 $ 5,527 $ 5,272 General and Administrative Expense — Third Party 1,268 875 3,754 2,139 Total General and Administrative Expense $ 3,087 $ 2,587 $ 9,281 $ 7,411 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment, at cost, is as follows: (in thousands) September 30, 2017 December 31, 2016 Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities $ 374,259 $ 201,323 Fresh Water Delivery Systems (1) 71,492 56,792 Crude Oil Treating Facilities 20,099 20,099 Construction-in-Progress (2) 100,527 32,831 Total Property, Plant and Equipment, at Cost 566,377 311,045 Accumulated Depreciation and Amortization (39,891 ) (31,642 ) Property, Plant and Equipment, Net $ 526,486 $ 279,403 (1) Fresh water delivery system assets at September 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 September 30, 2017 includes $96.7 million in gathering system projects and $3.8 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. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Cost and Equity Method Investments | The following table presents our investments at the dates indicated: (in thousands) September 30, 2017 December 31, 2016 Advantage Joint Venture (1) $ 69,325 $ — White Cliffs Interest 10,423 11,151 Total Investments $ 79,748 $ 11,151 (1) We capitalized $1.7 million in acquisition related expenses that are included in the basis of the investment. As of September 30, 2017 , $1.7 million in acquisition related expenses remains unamortized. |
Investment Income | The following table presents our investment income for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Advantage Joint Venture (1) $ 416 $ — $ 821 $ — White Cliffs Interest 1,042 1,070 3,226 3,509 Other (2) 175 — 292 — Total Investment Income $ 1,633 $ 1,070 $ 4,339 $ 3,509 (1) Includes the amortization of acquisition related expenses. As we completed the Advantage acquisition on April 3, 2017, the year-to-date results are for the period beginning on April 3, 2017 and ending on September 30, 2017. (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. |
Equity Method Investments | Summarized, 100% combined balance sheet financial information for the Advantage Joint Venture at the date indicated: (in thousands) September 30, 2017 Current Assets $ 5,874 Noncurrent Assets 130,721 Current Liabilities 1,255 Noncurrent Liabilities $ — Summarized, 100% combined statement of operations information for the Advantage Joint Venture for the periods indicated: (in thousands) Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017 (1) Operating Revenues $ 3,186 $ 6,274 Operating Expenses 2,314 4,556 Income Before Taxes 872 1,718 Income Tax Expense 20 20 Net Income $ 852 $ 1,698 (1) As we completed the Advantage acquisition on April 3, 2017, the year-to-date results are for the period beginning on April 3, 2017 and ending on September 30, 2017. |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligation | Changes in asset retirement obligations are as follows: (in thousands) Nine Months Ended September 30, 2017 Asset Retirement Obligations, Beginning Balance $ 5,415 Liabilities Incurred 1,566 Accretion Expense (1) 234 Asset Retirement Obligations, Ending Balance $ 7,215 (1) Accretion expense is included in depreciation and amortization expense in the consolidated statements of operations. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 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) (2) Consolidated Three Months Ended September 30, 2017 Midstream Services — Affiliate $ 39,166 $ 17,589 $ — $ 56,755 Midstream Services — Third Party 1,574 4,782 — 6,356 Total Midstream Services Revenues 40,740 22,371 — 63,111 Income (Loss) Before Income Taxes 28,307 17,823 (2,341 ) 43,789 Three Months Ended September 30, 2016 Midstream Services Revenues $ 25,887 $ 21,280 $ — $ 47,167 Income (Loss) before Income Taxes 19,280 18,186 (3,994 ) 33,472 Nine Months Ended September 30, 2017 Midstream Services — Affiliate $ 102,930 $ 58,256 $ — $ 161,186 Midstream Services — Third Party 1,574 8,448 — 10,022 Total Midstream Services Revenues 104,504 66,704 — 171,208 Income (Loss) Before Income Taxes 70,633 53,298 (6,515 ) 117,416 Nine Months Ended September 30, 2016 Midstream Services Revenues $ 72,291 $ 39,968 $ — $ 112,259 Income (Loss) Before Income Taxes 56,390 29,272 (7,063 ) 78,599 September 30, 2017 Total Assets $ 459,647 $ 66,839 $ 117,605 $ 644,091 December 31, 2016 Total Assets $ 224,861 $ 54,542 $ 89,956 $ 369,359 (1) A substantial portion of the financial statement activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. Although our investment in the Advantage Joint Venture is owned by Trinity River DevCo LLC, all financial statement activity associated with our investment is captured within the Investments and Other reportable segment. As our DevCos represent VIEs, see the above reportable segments for our VIEs impact to the consolidated financial statements. (2) 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. |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 34,704 45.10 Awarded and Unvested Units at September 30, 2017 42,572 $ 42.40 |
Partnership Distributions (Tabl
Partnership Distributions (Tables) | 9 Months Ended |
Sep. 30, 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 Limited Partners Period Record Date Distribution Date Distribution per Limited Partner Unit Common Unitholders Subordinated Unitholders Holder of IDRs 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 Q2 2017 August 7, 2017 August 14, 2017 $ 0.4457 $ 8,909 $ 7,088 $ 92 $ 16,089 (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. |
Net Income Per Limited Partne28
Net Income Per Limited Partner Unit (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Our calculation of net income per limited partner common and subordinated unit is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2017 2016 2017 2016 Net Income Attributable to Noble Midstream Partners LP $ 41,670 $ 3,093 $ 97,604 $ 3,093 Less: Net Income Attributable to Incentive Distribution Rights 223 — 315 — Net Income Attributable to Limited Partners $ 41,447 $ 3,093 $ 97,289 $ 3,093 Net Income Allocable to Common Units — Public $ 20,670 $ 1,398 $ 46,001 $ 1,398 Net Income Allocable to Common Units — Noble 2,414 149 5,116 149 Net Income Allocable to Subordinated Units — Noble 18,363 1,546 46,172 1,546 Net Income Attributable to Limited Partners $ 41,447 $ 3,093 $ 97,289 $ 3,093 Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted Common Units $ 1.15 $ 0.10 $ 2.93 $ 0.10 Subordinated Units $ 1.15 $ 0.10 $ 2.92 $ 0.10 Weighted Average Limited Partner Units Outstanding — Basic Common Units — Public 17,900 14,375 15,627 14,375 Common Units — Noble 2,090 1,528 1,727 1,528 Subordinated Units — Noble 15,903 15,903 15,903 15,903 Weighted Average Limited Partner Units Outstanding — Diluted Common Units — Public 17,915 14,375 15,638 14,375 Common Units — Noble 2,090 1,528 1,727 1,528 Subordinated Units — Noble 15,903 15,903 15,903 15,903 Antidilutive Restricted Units 4 — 6 — |
Organization and Nature of Op29
Organization and Nature of Operations - Narrative (Details) $ / shares in Units, bbl / d in Thousands, bbl in Thousands, $ in Thousands | Jun. 26, 2017 | Jun. 20, 2017USD ($)$ / sharesshares | Apr. 03, 2017USD ($)bbl / dmibbl | Sep. 20, 2016$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||
Stock price ($ per share) | $ / shares | $ 44.45 | |||||
Gross proceeds | $ 142,600 | |||||
Net proceeds | $ 138,100 | $ 138,084 | $ 0 | |||
White Cliffs Interest | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Non-controlling ownership | 3.33% | |||||
Colorado River DevCo | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Ownership acquired | 20.00% | |||||
Ownership | 100.00% | |||||
Blanco River DevCo | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Ownership acquired | 15.00% | |||||
Ownership | 40.00% | |||||
Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sold (in units) | shares | 3,525,000 | |||||
Offering costs | $ 4,500 | |||||
Common Units | IPO | ||||||
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 | |||||
Common Units | Over-Allotment Option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Sold (in units) | shares | 1,875,000 | |||||
Blanco River and Colorado River DevCos | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Consideration | 270,000 | |||||
Payments to acquire | $ 245,000 | |||||
Equity issued (units) | shares | 562,430 | |||||
Corporate Joint Venture | Advantage Pipeline | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Consideration | $ 133,000 | |||||
Payment to acquire interest in joint venture | $ 66,800 | |||||
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 | Plains All American Pipeline | Advantage Pipeline | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Ownership interest, equity method | 50.00% |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Concentration Risk [Line Items] | |||
Accrued capital expenditures | $ 72.5 | $ 2.7 | |
Noble Energy | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 90.00% | 94.00% |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Related Party Transaction [Line Items] | ||||
Total Midstream Services Revenues — Affiliate | $ 56,755 | $ 47,167 | $ 161,186 | $ 112,259 |
General and Administrative Expense — Affiliate | 1,819 | 1,712 | 5,527 | 5,272 |
General and Administrative Expense — Third Party | 1,268 | 875 | 3,754 | 2,139 |
Total General and Administrative Expense | 3,087 | 2,587 | 9,281 | 7,411 |
Noble Energy | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from sale of asset to affiliate | 1,900 | |||
Noble Energy | Noble Energy | ||||
Related Party Transaction [Line Items] | ||||
Total Midstream Services Revenues — Affiliate | 56,755 | 47,167 | 161,186 | 112,259 |
Noble Energy | Noble Energy | Crude Oil, Natural Gas and Produced Water Gathering | ||||
Related Party Transaction [Line Items] | ||||
Total Midstream Services Revenues — Affiliate | 37,854 | 24,250 | 98,591 | 67,313 |
Noble Energy | Noble Energy | Fresh Water Delivery | ||||
Related Party Transaction [Line Items] | ||||
Total Midstream Services Revenues — Affiliate | 17,589 | 21,280 | 58,256 | 39,968 |
Noble Energy | Noble Energy | Crude Oil Treating | ||||
Related Party Transaction [Line Items] | ||||
Total Midstream Services Revenues — Affiliate | 1,037 | 1,397 | 3,473 | 4,090 |
Noble Energy | Noble Energy | Other | ||||
Related Party Transaction [Line Items] | ||||
Total Midstream Services Revenues — Affiliate | $ 275 | $ 240 | $ 866 | $ 888 |
Property, Plant and Equipment32
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, Gross | $ 566,377 | $ 311,045 |
Less: Accumulated Depreciation and Amortization | (39,891) | (31,642) |
Total Property, Plant and Equipment, Net | 526,486 | 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 | 374,259 | 201,323 |
Construction in-progress | 96,700 | 27,600 |
Fresh Water Delivery System | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, Gross | 71,492 | 56,792 |
Capital leases | 5,000 | 5,000 |
Construction in-progress | 3,800 | 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 | $ 100,527 | $ 32,831 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |||||
Advantage Joint Venture | $ 69,325 | $ 69,325 | $ 0 | ||
White Cliffs Interest | 10,423 | 10,423 | 11,151 | ||
Investments | 79,748 | 79,748 | $ 11,151 | ||
Capitalized acquisition related expenses | 1,700 | 1,700 | |||
Schedule of Equity Method Investments [Line Items] | |||||
Total Investment Income | 1,633 | $ 1,070 | 4,339 | $ 3,509 | |
Advantage Joint Venture | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total Investment Income | 416 | 0 | 821 | 0 | |
Current Assets | 5,874 | 5,874 | |||
Noncurrent Assets | 130,721 | 130,721 | |||
Current Liabilities | 1,255 | 1,255 | |||
Operating Revenues | 3,186 | 6,274 | |||
Operating Expenses | 2,314 | 4,556 | |||
Income Before Taxes | 872 | 1,718 | |||
Income Tax Expense | 20 | 20 | |||
Net Income | 852 | 1,698 | |||
White Cliffs Interest | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total Investment Income | 1,042 | 1,070 | 3,226 | 3,509 | |
Other | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total Investment Income | $ 175 | $ 0 | 292 | $ 0 | |
Investment operator fees | $ 700 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Line of Credit Facility [Line Items] | |||
Unamortized debt issuance expense | $ 1,500,000 | $ 1,800,000 | |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 350,000,000 | ||
Additional borrowing capacity available | 350,000,000 | ||
Outstanding | $ 200,000,000 | $ 0 | |
Rate during period | 2.45% | ||
Commitment fee | 0.20% | 0.20% | |
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% | ||
Subsequent Event | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Draw on credit facility | $ 25,000,000 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Asset Retirement Obligations, Beginning Balance | $ 5,415 |
Liabilities Incurred | 1,566 |
Accretion expense | 234 |
Asset Retirement Obligations, Ending Balance | $ 7,215 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Midstream Services — Affiliate | $ 56,755 | $ 47,167 | $ 161,186 | $ 112,259 | |
Midstream Services — Third Party | 6,356 | 0 | 10,022 | 0 | |
Total Revenues | 63,111 | 47,167 | 171,208 | 112,259 | |
Income (Loss) before Income Taxes | 43,789 | 33,472 | 117,416 | 78,599 | |
Total Assets | 644,091 | 644,091 | $ 369,359 | ||
Gathering Systems | |||||
Segment Reporting Information [Line Items] | |||||
Midstream Services — Affiliate | 39,166 | 25,887 | 102,930 | 72,291 | |
Midstream Services — Third Party | 1,574 | 1,574 | |||
Total Revenues | 40,740 | 104,504 | |||
Income (Loss) before Income Taxes | 28,307 | 19,280 | 70,633 | 56,390 | |
Total Assets | 459,647 | 459,647 | 224,861 | ||
Fresh Water Delivery — Affiliate | |||||
Segment Reporting Information [Line Items] | |||||
Midstream Services — Affiliate | 17,589 | 21,280 | 58,256 | 39,968 | |
Midstream Services — Third Party | 4,782 | 8,448 | |||
Total Revenues | 22,371 | 66,704 | |||
Income (Loss) before Income Taxes | 17,823 | 18,186 | 53,298 | 29,272 | |
Total Assets | 66,839 | 66,839 | 54,542 | ||
Investments and Other | |||||
Segment Reporting Information [Line Items] | |||||
Midstream Services — Affiliate | 0 | 0 | 0 | 0 | |
Midstream Services — Third Party | 0 | 0 | |||
Total Revenues | 0 | 0 | |||
Income (Loss) before Income Taxes | (2,341) | $ (3,994) | (6,515) | $ (7,063) | |
Total Assets | $ 117,605 | $ 117,605 | $ 89,956 |
Unit-Based Compensation (Detail
Unit-Based Compensation (Details) - Noble Midstream Partners LP 2016 Long-Term incentive Plan $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Authorized (in units) | 1,860,000 |
Available (in units) | 1,817,428 |
Restricted Units | |
Number of Units | |
Awarded and Unvested Units, beginning balance (in units) | 7,868 |
Awarded (in units) | 34,704 |
Awarded and Unvested Units, ending balance (in units) | 42,572 |
Weighted Average Award Date Fair Value | |
Awarded and Unvested Units, beginning balance ($ per unit) | $ / shares | $ 30.50 |
Awarded ($ per unit) | $ / shares | 45.10 |
Awarded and Unvested Units, ending balance ($ per unit) | $ / shares | $ 42.40 |
Compensation cost not yet recognized | $ | $ 1.2 |
Weighted average cost recognition period | 1 year 9 months |
Partnership Distributions (Deta
Partnership Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 13, 2017 | Oct. 26, 2017 | Aug. 14, 2017 | May 16, 2017 | Feb. 14, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Sep. 30, 2017 |
Distribution Made to Limited Partner [Line Items] | ||||||||
Distribution period | 45 days | |||||||
Distribution ($ per unit) | $ 0.4457 | $ 0.4108 | $ 0.4333 | |||||
Distributions | $ 16,089 | $ 13,066 | $ 13,782 | |||||
Incentive distribution | 92 | |||||||
Maximum eligibility of available cash | 50.00% | |||||||
Incentive distribution rights threshold ($ per unit) | $ 0.4313 | |||||||
Common Units | ||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||
Distribution ($ per unit) | $ 0.0408 | $ 0.3925 | ||||||
Distributions | 8,909 | 6,533 | 6,891 | |||||
Subordinated Unitholders | ||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||
Distributions | $ 7,088 | $ 6,533 | $ 6,891 | |||||
Subsequent Event | Common Units | ||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||
Distribution ($ per unit) | $ 0.4665 | |||||||
General Partner | Scenario, Forecast | ||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||
Incentive distribution | $ 200 |
Net Income Per Limited Partne39
Net Income Per Limited Partner Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income Attributable to Noble Midstream Partners LP | $ 41,670 | $ 3,093 | $ 97,604 | $ 3,093 |
Less: Net Income Attributable to Incentive Distribution Rights | 223 | 0 | 315 | 0 |
Net Income Attributable to Limited Partners | $ 41,447 | $ 3,093 | $ 97,289 | $ 3,093 |
Antidilutive Restricted Units (units) | 4 | 0 | 6 | 0 |
Common Units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income Attributable to Limited Partners | $ 20,670 | $ 1,398 | $ 46,001 | $ 1,398 |
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted (in dollars per unit) | $ 1.15 | $ 0.10 | $ 2.93 | $ 0.10 |
Weighed Average Limited Partner Units Outstanding, Basic (in units) | 17,900 | 14,375 | 15,627 | 14,375 |
Weighed Average Limited Partner Units Outstanding, Diluted (in units) | 17,915 | 14,375 | 15,638 | 14,375 |
Subordinated Unitholders | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted (in dollars per unit) | $ 1.15 | $ 0.10 | $ 2.92 | $ 0.10 |
Noble | Common Units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income Attributable to Limited Partners | $ 2,414 | $ 149 | $ 5,116 | $ 149 |
Weighed Average Limited Partner Units Outstanding, Basic (in units) | 2,090 | 1,528 | 1,727 | 1,528 |
Weighed Average Limited Partner Units Outstanding, Diluted (in units) | 2,090 | 1,528 | 1,727 | 1,528 |
Noble | Subordinated Unitholders | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income Attributable to Limited Partners | $ 18,363 | $ 1,546 | $ 46,172 | $ 1,546 |
Weighed Average Limited Partner Units Outstanding, Basic (in units) | 15,903 | 15,903 | 15,903 | 15,903 |
Weighed Average Limited Partner Units Outstanding, Diluted (in units) | 15,903 | 15,903 | 15,903 | 15,903 |