Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 29, 2018 | |
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 | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Common Units | ||
Document Information [Line Items] | ||
Entity Common Units Outstanding | 23,761,725 | |
Subordinated Units | ||
Document Information [Line Items] | ||
Entity Common Units Outstanding | 15,902,584 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and Cash Equivalents | $ 18,201 | $ 18,026 |
Restricted Cash | 951 | 37,505 |
Accounts Receivable — Affiliate | 32,130 | 27,539 |
Accounts Receivable — Third Party | 25,564 | 2,641 |
Crude Oil Inventory | 2,340 | 0 |
Other Current Assets | 2,321 | 389 |
Total Current Assets | 81,507 | 86,100 |
Property, Plant and Equipment | ||
Total Property, Plant and Equipment, Gross | 1,433,083 | 706,039 |
Less: Accumulated Depreciation and Amortization | (68,454) | (44,271) |
Total Property, Plant and Equipment, Net | 1,364,629 | 661,768 |
Intangible Assets, Net | 318,344 | 0 |
Goodwill | 110,882 | 0 |
Investments | 81,208 | 80,461 |
Other Noncurrent Assets | 2,892 | 1,429 |
Total Assets | 1,959,462 | 829,758 |
Current Liabilities | ||
Accounts Payable — Affiliate | 2,414 | 1,616 |
Accounts Payable — Trade | 109,962 | 109,893 |
Other Current Liabilities | 7,885 | 2,876 |
Total Current Liabilities | 120,261 | 114,385 |
Long-Term Liabilities | ||
Long-Term Debt | 548,968 | 85,000 |
Asset Retirement Obligations | 15,770 | 10,416 |
Other Long-Term Liabilities | 929 | 3,727 |
Total Liabilities | 685,928 | 213,528 |
EQUITY | ||
General Partner | 1,462 | 520 |
Total Partners’ Equity | 546,022 | 475,000 |
Noncontrolling Interests | 727,512 | 141,230 |
Total Equity | 1,273,534 | 616,230 |
Total Liabilities and Equity | 1,959,462 | 829,758 |
Common Units (23,758 and 23,712 units outstanding, respectively) | ||
EQUITY | ||
Limited Partner | 684,715 | 642,616 |
Noble | Subordinated Units (15,903 units outstanding) | ||
EQUITY | ||
Limited Partner | $ (140,155) | $ (168,136) |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - shares shares in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Common Units | ||
Units outstanding (in units) | 23,758 | 23,712 |
Noble Energy | Subordinated Units | ||
Units outstanding (in units) | 15,903 | 15,903 |
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | ||||
Midstream Services — Affiliate | $ 73,136 | $ 56,755 | $ 204,323 | $ 161,186 |
Total Revenues | 139,163 | 63,111 | 358,867 | 171,208 |
Costs and Expenses | ||||
Cost of Crude Oil Sales | 44,379 | 0 | 105,830 | 0 |
Direct Operating | 23,955 | 13,712 | 59,496 | 39,406 |
Depreciation and Amortization | 18,376 | 3,562 | 46,076 | 8,483 |
General and Administrative | 4,204 | 3,087 | 19,626 | 9,281 |
Total Operating Expenses | 90,914 | 20,361 | 231,028 | 57,170 |
Operating Income | 48,249 | 42,750 | 127,839 | 114,038 |
Other (Income) Expense | ||||
Interest Expense, Net of Amount Capitalized | 3,506 | 594 | 6,220 | 961 |
Investment Income | (3,866) | (1,633) | (10,825) | (4,339) |
Total Other Income | (360) | (1,039) | (4,605) | (3,378) |
Income Before Income Taxes | 48,609 | 43,789 | 132,444 | 117,416 |
State Income Tax Provision | (94) | 33 | 163 | 33 |
Net Income | 48,703 | 43,756 | 132,281 | 117,383 |
Less: Net Income Attributable to Noncontrolling Interests | 4,086 | 2,086 | 11,719 | 19,779 |
Net Income Attributable to Noble Midstream Partners LP | 44,617 | 41,670 | 120,562 | 97,604 |
Less: Net Income Attributable to Incentive Distribution Rights | 1,462 | 223 | 3,415 | 315 |
Net Income Attributable to Limited Partners | $ 43,155 | $ 41,447 | $ 117,147 | $ 97,289 |
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit | ||||
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit - Basic (in usd per unit) | $ 1.09 | $ 1.15 | $ 2.96 | $ 2.93 |
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit - Diluted (in usd per unit) | $ 1.09 | $ 1.15 | $ 2.96 | $ 2.92 |
Common Units | ||||
Other (Income) Expense | ||||
Net Income Attributable to Limited Partners | $ 25,825 | $ 23,084 | $ 70,093 | $ 51,117 |
Weighted Average Limited Partner Units Outstanding — Basic | ||||
Basic (in units) | 23,688 | 19,990 | 23,686 | 17,354 |
Weighted Average Limited Partner Units Outstanding —Diluted | ||||
Diluted (in units) | 23,704 | 20,005 | 23,701 | 17,365 |
Subordinated Units | Noble | ||||
Other (Income) Expense | ||||
Net Income Attributable to Limited Partners | $ 17,330 | $ 18,363 | $ 47,054 | $ 46,172 |
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 |
Midstream Services — Third Party | ||||
Revenues | ||||
Services and Sales Revenues - Third Party | $ 19,934 | $ 6,356 | $ 44,763 | $ 10,022 |
Crude Oil Sales — Third Party | ||||
Revenues | ||||
Services and Sales Revenues - Third Party | $ 46,093 | $ 0 | $ 109,781 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows From Operating Activities | ||
Net Income | $ 132,281 | $ 117,383 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities | ||
Depreciation and Amortization | 46,076 | 8,483 |
Income from Equity Method Investee, Net of Dividends | (4,049) | (821) |
Unit-Based Compensation | 1,057 | 581 |
Other Adjustments for Noncash Items Included in Income | 523 | 288 |
Changes in Operating Assets and Liabilities, Net of Assets Acquired and Liabilities Assumed | ||
Increase in Accounts Receivable | (14,054) | (7,273) |
Increase in Accounts Payable | 7,173 | 5,816 |
Other Operating Assets and Liabilities, Net | (1,071) | (100) |
Net Cash Provided by Operating Activities | 167,936 | 124,357 |
Cash Flows From Investing Activities | ||
Additions to Property, Plant and Equipment | (540,991) | (185,442) |
Black Diamond Acquisition, Net of Cash Acquired | (649,868) | 0 |
Additions to Investments | (426) | (68,504) |
Distributions from Cost Method Investee | 1,020 | 728 |
Net Cash Used in Investing Activities | (1,190,265) | (253,218) |
Cash Flows From Financing Activities | ||
Distributions to Noncontrolling Interests | (5,814) | (19,849) |
Contributions from Noncontrolling Interests | 593,034 | 52,806 |
Borrowings Under Revolving Credit Facility | 690,000 | 245,000 |
Repayment of Revolving Credit Facility | (725,000) | (45,000) |
Proceeds from Term Loan Credit Facility | 500,000 | 0 |
Proceeds from Equity Offering, Net of Cash Offering Costs | 0 | 138,084 |
Distribution to Noble for Contributed Assets | 0 | (245,000) |
Distributions to Unitholders | (63,220) | (42,937) |
Debt Issuance Costs and Other | (3,050) | (982) |
Net Cash Provided by Financing Activities | 985,950 | 82,122 |
Decrease in Cash, Cash Equivalents, and Restricted Cash | (36,379) | (46,739) |
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period | 55,531 | 57,421 |
Cash, Cash Equivalents, and Restricted Cash at End of Period | $ 19,152 | $ 10,682 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) $ in Thousands | Total | Noncontrolling Interests | Limited PartnerCommon Units | Limited PartnerSubordinated UnitsNoble | General Partner | |
Capital, beginning at Dec. 31, 2016 | $ 342,905 | $ 71,366 | $ 308,338 | $ (36,799) | $ 0 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net Income | 117,383 | 19,779 | 51,117 | 46,172 | 315 | |
Contributions from Noncontrolling Interests | 51,503 | 51,503 | ||||
Distributions to Noncontrolling Interests | (19,849) | (19,849) | ||||
Distributions to Unitholders | (42,937) | (22,333) | (20,512) | (92) | ||
Net Proceeds from Private Placement | 138,084 | 138,084 | ||||
Distribution to Noble for the Contributed Assets | (245,000) | (28,459) | (216,541) | |||
Black Diamond Equity Ownership Promote Vesting | (54,844) | 6,371 | 48,473 | |||
Unit-Based Compensation | 581 | 581 | ||||
Capital, ending at Sep. 30, 2017 | 342,670 | 67,955 | 453,699 | (179,207) | 223 | |
Capital, beginning at Dec. 31, 2017 | 616,230 | 141,230 | 642,616 | (168,136) | 520 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||
Net Income | 132,281 | 11,719 | 70,093 | 47,054 | 3,415 | |
Contributions from Noncontrolling Interests | 593,034 | 593,034 | ||||
Distributions to Noncontrolling Interests | (5,814) | (5,814) | ||||
Distributions to Unitholders | (63,220) | (36,352) | (24,395) | (2,473) | ||
Black Diamond Equity Ownership Promote Vesting | [1] | (12,657) | 7,335 | 5,322 | ||
Unit-Based Compensation | 1,057 | 1,057 | ||||
Other | (34) | (34) | ||||
Capital, ending at Sep. 30, 2018 | $ 1,273,534 | $ 727,512 | $ 684,715 | $ (140,155) | $ 1,462 | |
[1] | See Note 2. Basis of Presentation |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2018 | |
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, us or our) 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 Basin (DJ Basin) in Colorado and the Southern Delaware Basin position of the Permian Basin (Delaware Basin) in Texas. Partnership Assets Our assets consist of ownership interests in certain development companies (DevCos) which serve specific areas and integrated development plan (IDP) areas and consist of the following: DevCo Areas Served NBLX Dedicated Service Current Status of Asset NBLX Ownership Noncontrolling Interest (1) Colorado River DevCo LP Wells Ranch IDP (DJ Basin) East Pony IDP (DJ Basin) All Noble DJ Basin Acreage Crude Oil Gathering Natural Gas Gathering Water Services Crude Oil Gathering Crude Oil Treating Operational Operational Operational 100% N/A San Juan River DevCo LP East Pony IDP (DJ Basin) Water Services Operational 25% 75% Green River DevCo LP Mustang IDP (DJ Basin) Crude Oil Gathering Natural Gas Gathering Water Services Operational 25% 75% Laramie River DevCo LP (2) Greeley Crescent IDP (DJ Basin) Crude Oil Gathering Water Services Operational 100% N/A Blanco River DevCo LP Delaware Basin Crude Oil Gathering Natural Gas Gathering Produced Water Services Operational 40% 60% Gunnison River DevCo LP Bronco IDP (DJ Basin) Crude Oil Gathering Water Services Future Development 5% 95% Trinity River DevCo LLC (3) Delaware Basin Crude Oil Transmission Natural Gas Compression Operational 100% N/A (1) The noncontrolling interest represents Noble’s retained ownership interest in each DevCo. (2) Our interest in Black Diamond Gathering LLC (Black Diamond) is owned through Laramie River DevCo LP. See Note 2. Basis of Presentation and Note 3. Acquisition . (3) Our interest in the Advantage Joint Venture (defined below) is owned through Trinity River DevCo LLC. Additionally, we own a 3.33% ownership interest (the White Cliffs Interest) in White Cliffs Pipeline L.L.C. as well as a 50% interest in Advantage Pipeline, L.L.C. (the Advantage Joint Venture). 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 gathering systems; • natural gas gathering systems and compression units; • crude oil treating facilities; • produced water collection, gathering, and cleaning systems; and • fresh water storage and delivery systems. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2. Basis of Presentation Basis of Presentation and Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (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, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018 and 2017 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, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . We have no items of other comprehensive income; therefore, our net income is identical to our comprehensive income. 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 through Trinity River DevCo LLC, all financial statement activity associated with our investment is captured within the Investments and Other reportable segment. See Note 9. Segment Information . On January 31, 2018, Black Diamond, an entity formed by Black Diamond Gathering Holdings LLC (the Noble Member), a wholly-owned subsidiary of Noble Midstream Partners LP, and Greenfield Midstream, LLC (the Greenfield Member), completed the acquisition of all of the issued and outstanding limited liability company interests in Saddle Butte Rockies Midstream, LLC and certain affiliates (collectively, Saddle Butte) from Saddle Butte Pipeline II, LLC (Seller). The acquisition of Saddle Butte will be referred to as the Black Diamond Acquisition. See Note 3. Acquisition . Our consolidated financial statements include the accounts of Black Diamond, which we control. We have determined that the partners with equity at risk in Black Diamond lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact their economic performance. Therefore, Black Diamond is considered a VIE. Through our majority representation on the Black Diamond company board of directors as well as our responsibility as operator of the acquired system, 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 Black Diamond in our financial statements. Accounting for Investments 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. We use the cost method of accounting for our White Cliffs Interest as we have virtually no influence over its operations and financial policies. Noncontrolling Interests We present our consolidated financial statements with a noncontrolling interest section representing Noble’s retained ownership of our DevCos as well as Greenfield Member’s ownership of Black Diamond. Black Diamond Equity Ownership Promote Vesting In accordance with the limited liability company agreement of Black Diamond, Noble Member received an equity ownership promote. The capital accounts for Noble Member and Greenfield Member at September 30, 2018 do not equal their agreed equity ownership interests due to the funding structure of the total Black Diamond Acquisition purchase price. See Note 3. Acquisition . The limited liability company agreement of Black Diamond requires special allocations of gross income to balance the ratio of each member’s capital account to their agreed equity ownership interest over time. The special allocations are accounted for as equity transactions between the Partnership and a subsidiary with no gain or loss recognized. 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. Intangible Assets Our intangible assets are comprised of customer contracts and related relationships acquired in the Black Diamond Acquisition and recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Amortization is calculated using the straight-line method, which reflects the pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible asset. The amortization of intangible assets is included in depreciation and amortization expense in our consolidated statements of operations. Intangible assets with finite useful lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. See Note 3. Acquisition and Note 6. Intangible Assets . Goodwill As of September 30, 2018 , our consolidated balance sheet includes goodwill of $110.9 million . This goodwill resulted from the Black Diamond Acquisition and represents the excess of the consideration paid over fair value of the net identifiable assets of the acquired business. All of our goodwill is assigned to the Black Diamond reporting unit within the Gathering Systems reportable segment. See Note 3. Acquisition and Note 9. Segment Information . Goodwill is not amortized to earnings but is qualitatively assessed for impairment. We will assess goodwill for impairment annually during the third quarter, or more frequently as circumstances require, at the reporting unit level. If, based on our qualitative procedures, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, we will perform the two-step goodwill impairment test. The two-step goodwill impairment test is also performed whenever events or changes in circumstances indicate that the carrying value may not be recoverable. See Recently Issued Accounting Standards – Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment, below, for newly issued accounting guidance regarding future goodwill impairment testing. Crude Oil Inventory Our crude oil inventory consists of crude oil that has been purchased at the wellhead. Our crude oil inventory is stated at the lower of cost or net realizable value. 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. Our revolving credit facility and term loan credit facility are variable-rate, non-public debt. The fair value is estimated based on significant other observable inputs. As such, we consider the fair value of these facilities to be a Level 2 measurement on the fair value hierarchy. See Note 7. Long-Term Debt . Certain assets and liabilities, such as property, plant, and equipment, goodwill and other intangible assets, are not required to be measured at fair value on a recurring basis. However, these assets are assessed for impairment, and a resulting impairment would require the asset be recorded at fair value. State Income Tax We are not a taxable entity for United States federal income tax purposes or for the majority of states that impose an income tax. As taxes are generally borne by our partners through the allocation of taxable income, we do not record deferred taxes related to the aggregate difference in the basis of our assets for financial and tax reporting purposes. During third quarter 2017, we commenced operations in the Delaware Basin and are subject to a Texas margin tax. The tax due is based on an entity’s apportioned taxable margin. We recorded a de minimis state income tax provision for the three and nine months ended September 30, 2018 . Supplemental Cash Flow Information We accrued $75.3 million and $72.5 million related to capital expenditures for projects in progress as of September 30, 2018 and September 30, 2017 , respectively. Concentration of Credit Risk For the nine months ended September 30, 2018 , revenues from Noble and its affiliates comprised 82% and 57% of our midstream services revenues and total revenues, respectively. For the nine months ended September 30, 2018 , revenues from a single third party customer comprised 61% and 19% of our crude oil sales revenues and total revenues, respectively. For the nine months ended September 30, 2017 , revenues from Noble and its affiliates comprised 94% of total revenues. Recently Adopted Accounting Standards Clarifying the Definition of a Business In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2017-01 (ASU 2017-01): Business Combinations - Clarifying the Definition of a Business. ASU 2017-01 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. We adopted ASU 2017-01 in the first quarter of 2018 and have applied the guidance to the Black Diamond Acquisition. Statement of Cash Flows – Restricted Cash In November 2016, the FASB issued Accounting Standards Update No. 2016-18 (ASU 2016-18): Statement of Cash Flows - Restricted Cash. We adopted ASU 2016-18 in the first quarter of 2018, using the retrospective method. ASU 2016-18 requires that restricted cash and 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, but has no other impacts on our results of operations, financial condition or cash flows. Topic 606, Revenue from Contracts with Customers In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), which creates Topic 606, Revenue from Contracts with Customers (ASC 606). We adopted ASC 606 on January 1, 2018, using the modified retrospective method. See our Revenue Recognition discussion below. Recently Issued Accounting Standards Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02): Leases. The standard requires lessees to recognize a right of use asset and lease liability 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. In July 2018, the FASB issued Accounting Standards Update No. 2018-11 (ASU 2018-11): Leases (Topic 842): Targeted Improvements , which provides for an alternative transition method by allowing entities to initially apply the new leases standard at the adoption date (such as January 1, 2019) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption (i.e. comparative periods presented in the financial statements will continue to be in accordance with current GAAP (Topic 840, 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 lease agreements and land easements to support our operations and may lease water-related, field-related and other assets. We will adopt the new standard on the effective date of January 1, 2019 using a modified retrospective approach as permitted under ASU 2018-11. We plan to make certain elections allowing us to not reassess contracts that commenced prior to adoption of the standard, not recognize right of use assets or lease liabilities associated with short-term leases, and account for existing land easements under current accounting policy. We continue to execute a project plan, which includes contract review and assessment, data collection, and evaluation of our systems, processes and internal controls. In addition, we implemented a new lease accounting software which will facilitate in the adoption of this standard. Although we continue to assess the impact of the standard on our consolidated financial statements, we believe adoption and implementation will result in an increase to assets and liabilities as well as additional disclosures. We do not expect a material impact on our consolidated statement of operations. Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04): Intangibles – Goodwill and Other – Simplifying the Test for Goodwill Impairment, to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the new guidance, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, with an impairment charge being recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. ASU 2017-04 will be effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the provisions of ASU 2017-04 and have not yet determined if we will early adopt. Intangibles—Goodwill and Other—Internal-Use Software In August 2018, the FASB issued Accounting Standards Update No. 2018-15 (ASU 2018-15): Intangibles—Goodwill and Other—Internal-Use Software, to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amended standard is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the provisions of ASU 2018-15. Reconciliation of Total Cash We define total cash as cash, cash equivalents and restricted cash. The following table provides a reconciliation of total cash: Nine Months Ended September 30, (in thousands) 2018 2017 Cash and Cash Equivalents at Beginning of Period $ 18,026 $ 57,421 Restricted Cash at Beginning of Period (1) 37,505 — Cash, Cash Equivalents, and Restricted Cash at Beginning of Period $ 55,531 $ 57,421 Cash and Cash Equivalents at End of Period $ 18,201 $ 10,682 Restricted Cash at End of Period (2) 951 — Cash, Cash Equivalents, and Restricted Cash at End of Period $ 19,152 $ 10,682 (1) Restricted cash represents the amount held in escrow at December 31, 2017 for the Black Diamond Acquisition. (2) Restricted cash represents the amount held as collateral at September 30, 2018 for certain of our letters of credit. Revenue Recognition We generate revenues 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. Also, we purchase and sell crude oil to customers at various delivery points on our gathering systems. We adopted ASC 606 on January 1, 2018, using the modified retrospective method. Under ASC 606, performance obligations are the unit of account and generally represent distinct goods or services that are promised to customers. The adoption of ASC 606 did not have an impact on the recognition, measurement and presentation of our revenues and expenses. See Note 9. Segment Information for disaggregation of revenue by reportable segment. Performance Obligations For gathering crude oil and natural gas, treating crude oil, delivering and storing fresh water, and collecting, cleaning and disposing of produced water, our performance obligations are satisfied over time using volumes delivered to measure progress. We record revenue related to the volumes delivered at the contract price at the time of delivery. We began generating revenue from crude oil sales during first quarter 2018 upon closing of the Black Diamond Acquisition. Black Diamond engages in the purchase and sale of crude oil. For our crude oil sales, each unit sold is generally considered a distinct good and the related performance obligation is generally satisfied at a point in time (i.e. at the time control of the crude oil is transferred to the customer). We recognize revenue from the sale of crude oil when our contracted performance obligation to deliver crude oil is satisfied and control of the crude oil is transferred to the customer. This usually occurs when the crude oil is delivered to the location specified in the contract and the title and risks of rewards and ownership are transferred to the customer. Transaction Price Allocated to Remaining Performance Obligations The majority of our revenue agreements have a term greater than one year, and as such we have utilized the practical expedient in ASC 606, which states that we are not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under our revenue agreements, each delivery generally represents a separate performance obligation; therefore, future volumes delivered are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. The remainder of our revenue agreements, which relate to agreements with third parties, are short-term in nature with a term of one year or less. We have utilized an additional practical expedient in ASC 606 which exempts us from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of an agreement that has an original expected duration of one year or less. Contract Balances Under our revenue agreements, we invoice customers after our performance obligations have been satisfied, at which point payment is unconditional. As such, our revenue agreements do not give rise to contract assets or liabilities under ASC 606. The following is a summary of our types of revenue agreements: Crude Oil Gathering Under our crude oil gathering agreements, we receive a volumetric fee per barrel (Bbl) for the crude oil gathering services we provide. Natural Gas Gathering Under our natural gas gathering agreements, we receive a fee per the contracted unit of measure for the natural gas gathering services we provide. Natural Gas Compression Under our natural gas compression agreements, we receive a volumetric fee per thousand cubic feet (Mcf) for the natural gas compression services we provide. Produced Water Services Under our produced water services agreements, we receive a fee for collecting, cleaning or otherwise disposing of water produced from operating crude oil and natural gas wells in the dedication area. The fee is comprised of a volumetric component for services we provide directly and a pass through component for services we provide through contracts with third parties. Fresh Water Services Under our fresh water services agreements, we receive a fee for delivering fresh water. The fee is comprised of a volumetric component for services we provide directly and a pass through component for services we provide through contracts with third parties. The cost of storing the fresh water is included in the delivery fee. Crude Oil Treating Under our crude oil treating agreements, we receive a monthly fee for the crude oil treating services we provide based on each well operated by Noble that is producing in paying quantities that is not connected to our crude oil gathering systems during such month. Crude Oil Purchase and Sale Under our commodity purchase and sale agreements, we purchase and sell crude oil to customers at various delivery points on our gathering systems. For purchase and sale transactions with the same counterparty, the purchase and sale is settled at the contractual price index on a net basis. We account for these transactions on a net basis, in accordance with ASC 845, Non-Monetary Exchanges |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Note 3. Acquisition On January 31, 2018, Black Diamond completed the Black Diamond Acquisition for approximately $638.5 million in cash. Noble Member and Greenfield Member each funded its share of the purchase price, approximately $319.9 million and $318.6 million , respectively, through contributions to Black Diamond. Noble Member funded its share of the purchase price through a combination of cash on hand and borrowings under its revolving credit facility. See Note 7. Long-Term Debt . In addition to the payment to the Seller, Black Diamond, through an additional contribution from Greenfield Member, paid PDC Energy, Inc. (PDC Energy) approximately $24.1 million to expand PDC Energy’s acreage dedication as well as extend the duration of the acreage dedication by five years . In accordance with the limited liability company agreement of Black Diamond, Noble Member is to receive a 54.4% equity ownership interest in Black Diamond and Greenfield Member is to receive a 45.6% equity ownership interest in Black Diamond. Noble Member’s agreed equity ownership interest includes a 4.4% equity ownership interest promote which will vest only after Noble Member is allocated an amount of gross revenue equal to the contributions by Greenfield Member in excess of their agreed equity ownership interest. We serve as the operator of the Black Diamond system. We acquired a large-scale integrated gathering system located in the DJ Basin with approximately 160 miles of pipeline in operation and delivery capacity of approximately 300 MBbl/d as well as approximately 141,000 dedicated acres from six customers under fixed-fee arrangements. In connection with the Black Diamond Acquisition, we have incurred acquisition and integration costs of $7.5 million during the nine months ended September 30, 2018 . Our acquisition and integration costs include consulting, advisory, legal, transition services and other fees. All acquisition and integration costs were expensed and are included in general and administrative expense in our consolidated statements of operations. Purchase Price Allocation The transaction has been accounted for as a business combination, using the acquisition method. The following table represents the preliminary allocation of the total Black Diamond Acquisition purchase price to the assets acquired and the liabilities assumed based on the fair value at the acquisition date, with any excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded as goodwill. Certain data necessary to complete the purchase price allocation is not yet available, and includes, but is not limited to, final appraisals of assets acquired and liabilities assumed. We expect to complete the purchase price allocation during the 12-month period following the acquisition date, during which time the value of the assets and liabilities, including any goodwill, may be revised as appropriate. The following table sets forth our preliminary purchase price allocation: (in thousands) Cash Consideration $ 638,266 PDC Energy Payment 24,120 Current Liabilities Assumed 18,259 Total Purchase Price and Liabilities Assumed $ 680,645 Cash and Restricted Cash $ 12,518 Accounts Receivable 10,661 Other Current Assets 1,058 Property, Plant and Equipment 205,766 Intangible Assets (1) 339,760 Fair Value of Identifiable Assets 569,763 Implied Goodwill (2) 110,882 Total Asset Value $ 680,645 (1) See Note 6. Intangible Assets . (2) Based upon the preliminary purchase price allocation, we have recognized $110.9 million of goodwill, all of which is assigned to the Black Diamond reporting unit within the Gathering Systems reportable segment. As a result of the acquisition, we expect to realize certain synergies which may result from our operation of the Black Diamond system. The results of operations attributable to Black Diamond are included in our consolidated statements of operations beginning on February 1, 2018. Revenues of $133.6 million and pre-tax net loss of $11.6 million from Black Diamond were generated from February 1, 2018 to September 30, 2018 and revenues of $57.1 million and pre-tax net loss of $2.3 million from Black Diamond were generated during the three months ended September 30, 2018 . Pro Forma Results The following pro forma consolidated financial information was derived from the historical financial statements of the Partnership and Saddle Butte and gives effect to the acquisition as if it had occurred on January 1, 2017. The pro forma results of operations do not include any cost savings or other synergies that may result from the Black Diamond Acquisition or any estimated costs that have been or will be incurred by us to integrate the acquired assets. The pro forma consolidated financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the acquisition taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results. Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per unit amounts) 2018 2017 2018 2017 Revenues $ 139,163 $ 108,239 $ 369,379 $ 246,281 Net Income 48,703 41,158 129,796 96,638 Net Income Attributable to Noble Midstream Partners LP $ 44,617 $ 39,316 $ 118,896 $ 83,497 Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit Basic $ 1.09 $ 1.09 $ 2.92 $ 2.50 Diluted $ 1.09 $ 1.09 $ 2.92 $ 2.50 |
Transactions with Affiliates
Transactions with Affiliates | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | Note 4. 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) 2018 2017 2018 2017 Crude Oil, Natural Gas and Produced Water Gathering $ 54,674 $ 37,854 $ 144,569 $ 98,591 Fresh Water Delivery 17,416 17,589 56,774 58,256 Crude Oil Treating 980 1,037 2,914 3,473 Other 66 275 66 866 Total Revenues — Affiliate $ 73,136 $ 56,755 $ 204,323 $ 161,186 Expenses General and administrative expense consists of the following: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2018 2017 2018 2017 General and Administrative Expense — Affiliate $ 1,894 $ 1,819 $ 5,599 $ 5,527 General and Administrative Expense — Third Party 2,310 1,268 14,027 3,754 Total General and Administrative Expense $ 4,204 $ 3,087 $ 19,626 $ 9,281 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 5. Property, Plant and Equipment Property, plant and equipment, at cost, is as follows: (in thousands) September 30, 2018 December 31, 2017 Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities $ 1,178,292 $ 451,275 Fresh Water Delivery Systems 78,613 76,745 Crude Oil Treating Facilities 20,099 20,099 Construction-in-Progress (1) 156,079 157,920 Total Property, Plant and Equipment, at Cost 1,433,083 706,039 Accumulated Depreciation and Amortization (68,454 ) (44,271 ) Property, Plant and Equipment, Net $ 1,364,629 $ 661,768 (1) Construction-in-progress at September 30, 2018 includes $108.4 million in gathering system projects, $17.4 million in fresh water delivery system projects and $30.3 million in equipment for use in future projects. Construction-in-progress at December 31, 2017 includes $157.4 million in gathering system projects and $0.5 million |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6. Intangible Assets Our intangible assets as of September 30, 2018 are comprised of customer contracts and relationships from the Black Diamond Acquisition and were recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. The customer contracts we acquired are long-term, fixed-fee contracts for the purchase and sale of crude oil. See Note 2. Basis of Presentation for further discussion of our crude oil purchase and sale revenue agreements. Fair value was calculated using the multi-period excess earnings method under the income approach for the existing customers. This valuation method is based on first forecasting gross profit for the existing customers and then applying expected attrition rates. The operating cash flows were calculated by determining the costs required to generate gross profit from the existing customers. The key assumptions include overall gross profit growth, attrition rate of existing customers over time and the discount rate. We utilize the straight-line method of amortization for intangible assets with finite lives. The amortization period is reflective of the benefit pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible asset. The estimated economic benefit was determined by assessing the life of the assets related to the contracts and relationships, likelihood of renewals, competitive factors, regulatory or legal provisions and maintenance costs. Our intangible assets are as follows: September 30, 2018 Useful Life Intangible Assets, Gross (in thousands) Accumulated Amortization (in thousands) Intangible Assets, Net (in thousands) Customer Contracts and Relationships 7-13 years (1) $ 339,760 $ 21,416 $ 318,344 (1) The weighted average useful life of our customer contracts and customer relationships is approximately 11 years. Estimated future amortization expense related to the intangible assets at September 30, 2018 is as follows: (in thousands) Remainder of 2018 $ 8,142 2019 32,301 2020 32,390 2021 32,301 2022 32,301 Thereafter 180,909 Total $ 318,344 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 7. Long-Term Debt Long-term debt as of September 30, 2018 and December 31, 2017 was as follows: September 30, 2018 December 31, 2017 (in thousands, except percentages) Debt Interest Rate Debt Interest Rate Revolving Credit Facility, due March 9, 2023 $ 50,000 3.32 % $ 85,000 2.75 % Term Loan Credit Facility, due July 31, 2021 500,000 3.17 % — — % Long-Term Debt, Gross 550,000 85,000 Term Loan Credit Facility Unamortized Debt Issuance Costs (1,032 ) — Long-Term Debt $ 548,968 $ 85,000 Revolving Credit Facility We maintain a revolving credit facility to fund working capital and to finance acquisitions and expansion capital expenditures. On January 31, 2018, in connection with the closing of the Black Diamond Acquisition, we entered into an amendment to increase the capacity on our revolving credit facility from $350 million to $530 million . On March 9, 2018, we entered into an additional amendment to extend the maturity of the facility to March 9, 2023 and increase the borrowing capacity to $800 million . In connection with our revolving credit facility amendments, we incurred $2.0 million of fees and expenses. 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. During third quarter 2018, we repaid $480 million on our revolving credit facility through the issuance of our term loan credit facility. See Term Loan Credit Facility below. 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, 2017 and September 30, 2018 , the commitment fee rate was 0.2% . Our revolving credit facility unamortized debt issuance costs totaled $1.4 million and $2.9 million as of December 31, 2017 and September 30, 2018 , respectively, and are recorded within other noncurrent assets in our consolidated balance sheets. The revolving credit facility requires us to comply with certain financial covenants as of the end of each fiscal quarter. We were in compliance with such covenants as of September 30, 2018 . 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. Term Loan Credit Facility On July 31, 2018, we entered into a three year senior unsecured term loan credit facility that permits aggregate borrowings of up to $500 million . Proceeds from the term loan credit facility were primarily used to repay a portion of the outstanding borrowings under our revolving credit facility and pay fees and expenses in connection with the term loan credit facility transactions. In connection with the term loan credit facility, we incurred $1.1 million of fees and expenses. Borrowings under the term loan credit facility bear interest at a rate equal to, at our option, either (1) a base rate plus an applicable margin between 0.00% and 0.50% per annum or (2) a Eurodollar rate plus an applicable margin between 1.00% and 1.50% per annum. |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 8. 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, 2018 Asset Retirement Obligations, Beginning Balance $ 10,416 Liabilities Incurred 4,878 Accretion Expense (1) 476 Asset Retirement Obligations, Ending Balance $ 15,770 (1) Accretion expense is included in depreciation and amortization expense in the consolidated statements of operations. Liabilities incurred were primarily related to the completion of Central Gathering Facilities (CGFs) in the Delaware Basin. During 2018, we completed the Coronado, Collier and Billy Miner Train II CGFs. With respect to property, plant and equipment acquired in the Black Diamond Acquisition, it is our practice and current intent to maintain these assets and continue to make improvements as warranted. As a result, we believe that these assets have indeterminate lives for purposes of estimating asset retirement obligations because dates or ranges of dates upon which we would retire these assets cannot reasonably be estimated at this time; therefore, no asset retirement obligations have been recorded for these assets as of September 30, 2018 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 9. Segment Information We manage our operations by the nature of the services we offer. Our reportable segments comprise the structure used to make key operating decisions and assess performance. We are organized into the following reportable segments: Gathering Systems (crude oil, natural gas, and produced water gathering, crude oil treating, and crude oil sales), Fresh Water Delivery, and Investments and Other. We often refer to the services of our Gathering Systems and Fresh Water Delivery reportable segments collectively as our midstream services. Summarized financial information concerning our reportable segments is as follows: (in thousands) Gathering Systems (1) (2) Fresh Water Delivery (1) Investments and Other (1) (3) Consolidated Three Months Ended September 30, 2018 Midstream Services — Affiliate $ 55,720 $ 17,416 $ — $ 73,136 Midstream Services — Third Party 14,005 5,929 — 19,934 Crude Oil Sales — Third Party 46,093 — — 46,093 Total Revenues 115,818 23,345 — 139,163 Income (Loss) Before Income Taxes 34,780 18,129 (4,300 ) 48,609 Three Months Ended September 30, 2017 Midstream Services — Affiliate $ 39,166 $ 17,589 $ — $ 56,755 Midstream Services — Third Party 1,574 4,782 — 6,356 Total Revenues 40,740 22,371 — 63,111 Income (Loss) Before Income Taxes 28,307 17,823 (2,341 ) 43,789 Nine Months Ended September 30, 2018 Midstream Services — Affiliate $ 147,549 $ 56,774 $ — $ 204,323 Midstream Services — Third Party 31,831 12,932 — 44,763 Crude Oil Sales — Third Party 109,781 — — 109,781 Total Revenues 289,161 69,706 — 358,867 Income (Loss) Before Income Taxes 94,674 54,066 (16,296 ) 132,444 Nine Months Ended September 30, 2017 Midstream Services — Affiliate $ 102,930 $ 58,256 $ — $ 161,186 Midstream Services — Third Party 1,574 8,448 — 10,022 Total Revenues 104,504 66,704 — 171,208 Income (Loss) Before Income Taxes 70,633 53,298 (6,515 ) 117,416 September 30, 2018 Total Assets $ 1,711,828 $ 85,030 $ 162,604 $ 1,959,462 December 31, 2017 Total Assets $ 593,590 $ 68,178 $ 167,990 $ 829,758 (1) A substantial portion of the financial statement activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. Although our investment in the Advantage Joint Venture is owned through Trinity River DevCo LLC, all financial statement activity associated with our investment is captured within the Investments and Other reportable segment. As our DevCos represent VIEs, see the above reportable segments for our VIEs impact to the consolidated financial statements. (2) Our goodwill and intangible assets resulted from the Black Diamond Acquisition and are included in the Gathering Systems reportable segment. See Note 3. Acquisition and Note 6. Intangible Assets . (3) |
Partnership Distributions
Partnership Distributions | 9 Months Ended |
Sep. 30, 2018 | |
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 (in thousands) Limited Partners Period Record Date Distribution Date Distribution per Limited Partner Unit Common Unitholders (1) Subordinated Unitholders Holder of IDRs Total Q4 2016 (2) February 6, 2017 February 14, 2017 $ 0.4333 $ 6,891 $ 6,891 $ — $ 13,782 Q1 2017 May 8, 2017 May 16, 2017 $ 0.4108 $ 6,533 $ 6,533 $ — $ 13,066 Q2 2017 August 7, 2017 August 14, 2017 $ 0.4457 $ 8,909 $ 7,088 $ 92 $ 16,089 Q3 2017 November 6, 2017 November 13, 2017 $ 0.4665 $ 9,330 $ 7,418 $ 223 $ 16,971 Q4 2017 February 5, 2018 February 12, 2018 $ 0.4883 $ 11,566 $ 7,765 $ 520 $ 19,851 Q1 2018 May 7, 2018 May 14, 2018 $ 0.5110 $ 12,103 $ 8,126 $ 819 $ 21,048 Q2 2018 August 6, 2018 August 13, 2018 $ 0.5348 $ 12,668 $ 8,504 $ 1,134 $ 22,306 (1) Distributions to common unitholders does not include distribution equivalent rights on units that vested under the Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the LTIP). (2) The distribution for the fourth quarter 2016 is comprised of $0.3925 per unit for the fourth quarter 2016 and $0.0408 per unit for the 10 -day period beginning on the closing of the initial public offering on September 20, 2016 and ending on September 30, 2016. 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 25, 2018, the board of directors of Noble Midstream GP LLC (our general partner) declared a quarterly cash distribution of $0.5597 per unit. The distribution will be paid on November 13, 2018, to unitholders of record as of November 5, 2018. Also on November 13, 2018, a cash incentive distribution of $1.5 million |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner Unit | Note 11. Net Income Per Limited Partner Unit Our net income is attributed to limited partners, in accordance with their respective ownership percentages, and when applicable, giving effect to incentive distributions paid to Noble, the holder of our IDRs. The Common and Subordinated unitholders represent an aggregate 100% limited partner interest in us. 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. 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, Subordinated Units and IDRs. Basic and diluted net income per limited partner Common Unit and Subordinated Unit 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. Diluted net income per limited partner Common Unit and Subordinated Unit reflects the potential dilution that could occur if agreements to issue Common Units, such as awards under the LTIP, were settled or converted into Common Units. When it is determined that potential Common Units resulting from an award should be included in the diluted net income per limited partner Common and Subordinated Unit calculation, the impact is reflected by applying the treasury stock method. 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, except per unit amounts) 2018 2017 2018 2017 Net Income Attributable to Noble Midstream Partners LP $ 44,617 $ 41,670 $ 120,562 $ 97,604 Less: Net Income Attributable to Incentive Distribution Rights 1,462 223 3,415 315 Net Income Attributable to Limited Partners $ 43,155 $ 41,447 $ 117,147 $ 97,289 Net Income Attributable to Common Units $ 25,825 $ 23,084 $ 70,093 $ 51,117 Net Income Attributable to Subordinated Units 17,330 18,363 47,054 46,172 Net Income Attributable to Limited Partners $ 43,155 $ 41,447 $ 117,147 $ 97,289 Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit Basic $ 1.09 $ 1.15 $ 2.96 $ 2.93 Diluted $ 1.09 $ 1.15 $ 2.96 $ 2.92 Weighted Average Limited Partner Units Outstanding — Basic Common Units 23,688 19,990 23,686 17,354 Subordinated Units 15,903 15,903 15,903 15,903 Weighted Average Limited Partner Units Outstanding — Diluted Common Units 23,704 20,005 23,701 17,365 Subordinated Units 15,903 15,903 15,903 15,903 Antidilutive Restricted Units 21 4 22 6 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (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, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018 and 2017 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, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 |
Consolidated Variable Interest Entities | 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 through Trinity River DevCo LLC, all financial statement activity associated with our investment is captured within the Investments and Other reportable segment. See Note 9. Segment Information . On January 31, 2018, Black Diamond, an entity formed by Black Diamond Gathering Holdings LLC (the Noble Member), a wholly-owned subsidiary of Noble Midstream Partners LP, and Greenfield Midstream, LLC (the Greenfield Member), completed the acquisition of all of the issued and outstanding limited liability company interests in Saddle Butte Rockies Midstream, LLC and certain affiliates (collectively, Saddle Butte) from Saddle Butte Pipeline II, LLC (Seller). The acquisition of Saddle Butte will be referred to as the Black Diamond Acquisition. See Note 3. Acquisition |
Equity Method of Accounting | Accounting for Investments 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. |
Cost Method of Accounting | We use the cost method of accounting for our White Cliffs Interest as we have virtually no influence over its operations and financial policies. |
Noncontrolling Interests | Noncontrolling Interests We present our consolidated financial statements with a noncontrolling interest section representing Noble’s retained ownership of our DevCos as well as Greenfield Member’s ownership of Black Diamond. Black Diamond Equity Ownership Promote Vesting |
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. |
Intangible Assets | Intangible Assets Our intangible assets are comprised of customer contracts and related relationships acquired in the Black Diamond Acquisition and recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Amortization is calculated using the straight-line method, which reflects the pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible asset. The amortization of intangible assets is included in depreciation and amortization expense in our consolidated statements of operations. Intangible assets with finite useful lives are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. See Note 3. Acquisition and Note 6. Intangible Assets |
Goodwill | Goodwill As of September 30, 2018 , our consolidated balance sheet includes goodwill of $110.9 million . This goodwill resulted from the Black Diamond Acquisition and represents the excess of the consideration paid over fair value of the net identifiable assets of the acquired business. All of our goodwill is assigned to the Black Diamond reporting unit within the Gathering Systems reportable segment. See Note 3. Acquisition and Note 9. Segment Information . |
Crude Oil Inventory | Crude Oil Inventory Our crude oil inventory consists of crude oil that has been purchased at the wellhead. Our crude oil inventory is stated at the lower of cost or net realizable value. |
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. Our revolving credit facility and term loan credit facility are variable-rate, non-public debt. The fair value is estimated based on significant other observable inputs. As such, we consider the fair value of these facilities to be a Level 2 measurement on the fair value hierarchy. See Note 7. Long-Term Debt . |
State Income Tax | State Income Tax We are not a taxable entity for United States federal income tax purposes or for the majority of states that impose an income tax. As taxes are generally borne by our partners through the allocation of taxable income, we do not record deferred taxes related to the aggregate difference in the basis of our assets for financial and tax reporting purposes. During third quarter 2017, we commenced operations in the Delaware Basin and are subject to a Texas margin tax. The tax due is based on an entity’s apportioned taxable margin. We recorded a de minimis state income tax provision for the three and nine months ended September 30, 2018 . |
Concentration of Credit Risk | Concentration of Credit Risk For the nine months ended September 30, 2018 , revenues from Noble and its affiliates comprised 82% and 57% of our midstream services revenues and total revenues, respectively. For the nine months ended September 30, 2018 , revenues from a single third party customer comprised 61% and 19% of our crude oil sales revenues and total revenues, respectively. For the nine months ended September 30, 2017 , revenues from Noble and its affiliates comprised 94% |
Recently Issued Accounting Standards | Recently Adopted Accounting Standards Clarifying the Definition of a Business In January 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2017-01 (ASU 2017-01): Business Combinations - Clarifying the Definition of a Business. ASU 2017-01 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. We adopted ASU 2017-01 in the first quarter of 2018 and have applied the guidance to the Black Diamond Acquisition. Statement of Cash Flows – Restricted Cash In November 2016, the FASB issued Accounting Standards Update No. 2016-18 (ASU 2016-18): Statement of Cash Flows - Restricted Cash. We adopted ASU 2016-18 in the first quarter of 2018, using the retrospective method. ASU 2016-18 requires that restricted cash and 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, but has no other impacts on our results of operations, financial condition or cash flows. Topic 606, Revenue from Contracts with Customers In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), which creates Topic 606, Revenue from Contracts with Customers (ASC 606). We adopted ASC 606 on January 1, 2018, using the modified retrospective method. See our Revenue Recognition discussion below. Recently Issued Accounting Standards Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02): Leases. The standard requires lessees to recognize a right of use asset and lease liability 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. In July 2018, the FASB issued Accounting Standards Update No. 2018-11 (ASU 2018-11): Leases (Topic 842): Targeted Improvements , which provides for an alternative transition method by allowing entities to initially apply the new leases standard at the adoption date (such as January 1, 2019) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption (i.e. comparative periods presented in the financial statements will continue to be in accordance with current GAAP (Topic 840, 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 lease agreements and land easements to support our operations and may lease water-related, field-related and other assets. We will adopt the new standard on the effective date of January 1, 2019 using a modified retrospective approach as permitted under ASU 2018-11. We plan to make certain elections allowing us to not reassess contracts that commenced prior to adoption of the standard, not recognize right of use assets or lease liabilities associated with short-term leases, and account for existing land easements under current accounting policy. We continue to execute a project plan, which includes contract review and assessment, data collection, and evaluation of our systems, processes and internal controls. In addition, we implemented a new lease accounting software which will facilitate in the adoption of this standard. Although we continue to assess the impact of the standard on our consolidated financial statements, we believe adoption and implementation will result in an increase to assets and liabilities as well as additional disclosures. We do not expect a material impact on our consolidated statement of operations. Intangibles – Goodwill and Other: Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04): Intangibles – Goodwill and Other – Simplifying the Test for Goodwill Impairment, |
Revenue Recognition | Revenue Recognition We generate revenues 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. Also, we purchase and sell crude oil to customers at various delivery points on our gathering systems. We adopted ASC 606 on January 1, 2018, using the modified retrospective method. Under ASC 606, performance obligations are the unit of account and generally represent distinct goods or services that are promised to customers. The adoption of ASC 606 did not have an impact on the recognition, measurement and presentation of our revenues and expenses. See Note 9. Segment Information for disaggregation of revenue by reportable segment. Performance Obligations For gathering crude oil and natural gas, treating crude oil, delivering and storing fresh water, and collecting, cleaning and disposing of produced water, our performance obligations are satisfied over time using volumes delivered to measure progress. We record revenue related to the volumes delivered at the contract price at the time of delivery. We began generating revenue from crude oil sales during first quarter 2018 upon closing of the Black Diamond Acquisition. Black Diamond engages in the purchase and sale of crude oil. For our crude oil sales, each unit sold is generally considered a distinct good and the related performance obligation is generally satisfied at a point in time (i.e. at the time control of the crude oil is transferred to the customer). We recognize revenue from the sale of crude oil when our contracted performance obligation to deliver crude oil is satisfied and control of the crude oil is transferred to the customer. This usually occurs when the crude oil is delivered to the location specified in the contract and the title and risks of rewards and ownership are transferred to the customer. Transaction Price Allocated to Remaining Performance Obligations The majority of our revenue agreements have a term greater than one year, and as such we have utilized the practical expedient in ASC 606, which states that we are not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under our revenue agreements, each delivery generally represents a separate performance obligation; therefore, future volumes delivered are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. The remainder of our revenue agreements, which relate to agreements with third parties, are short-term in nature with a term of one year or less. We have utilized an additional practical expedient in ASC 606 which exempts us from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of an agreement that has an original expected duration of one year or less. Contract Balances Under our revenue agreements, we invoice customers after our performance obligations have been satisfied, at which point payment is unconditional. As such, our revenue agreements do not give rise to contract assets or liabilities under ASC 606. The following is a summary of our types of revenue agreements: Crude Oil Gathering Under our crude oil gathering agreements, we receive a volumetric fee per barrel (Bbl) for the crude oil gathering services we provide. Natural Gas Gathering Under our natural gas gathering agreements, we receive a fee per the contracted unit of measure for the natural gas gathering services we provide. Natural Gas Compression Under our natural gas compression agreements, we receive a volumetric fee per thousand cubic feet (Mcf) for the natural gas compression services we provide. Produced Water Services Under our produced water services agreements, we receive a fee for collecting, cleaning or otherwise disposing of water produced from operating crude oil and natural gas wells in the dedication area. The fee is comprised of a volumetric component for services we provide directly and a pass through component for services we provide through contracts with third parties. Fresh Water Services Under our fresh water services agreements, we receive a fee for delivering fresh water. The fee is comprised of a volumetric component for services we provide directly and a pass through component for services we provide through contracts with third parties. The cost of storing the fresh water is included in the delivery fee. Crude Oil Treating Under our crude oil treating agreements, we receive a monthly fee for the crude oil treating services we provide based on each well operated by Noble that is producing in paying quantities that is not connected to our crude oil gathering systems during such month. Crude Oil Purchase and Sale Under our commodity purchase and sale agreements, we purchase and sell crude oil to customers at various delivery points on our gathering systems. For purchase and sale transactions with the same counterparty, the purchase and sale is settled at the contractual price index on a net basis. We account for these transactions on a net basis, in accordance with ASC 845, Non-Monetary Exchanges |
Organization and Nature of Op_2
Organization and Nature of Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Subsidiaries | Our assets consist of ownership interests in certain development companies (DevCos) which serve specific areas and integrated development plan (IDP) areas and consist of the following: DevCo Areas Served NBLX Dedicated Service Current Status of Asset NBLX Ownership Noncontrolling Interest (1) Colorado River DevCo LP Wells Ranch IDP (DJ Basin) East Pony IDP (DJ Basin) All Noble DJ Basin Acreage Crude Oil Gathering Natural Gas Gathering Water Services Crude Oil Gathering Crude Oil Treating Operational Operational Operational 100% N/A San Juan River DevCo LP East Pony IDP (DJ Basin) Water Services Operational 25% 75% Green River DevCo LP Mustang IDP (DJ Basin) Crude Oil Gathering Natural Gas Gathering Water Services Operational 25% 75% Laramie River DevCo LP (2) Greeley Crescent IDP (DJ Basin) Crude Oil Gathering Water Services Operational 100% N/A Blanco River DevCo LP Delaware Basin Crude Oil Gathering Natural Gas Gathering Produced Water Services Operational 40% 60% Gunnison River DevCo LP Bronco IDP (DJ Basin) Crude Oil Gathering Water Services Future Development 5% 95% Trinity River DevCo LLC (3) Delaware Basin Crude Oil Transmission Natural Gas Compression Operational 100% N/A (1) The noncontrolling interest represents Noble’s retained ownership interest in each DevCo. (2) Our interest in Black Diamond Gathering LLC (Black Diamond) is owned through Laramie River DevCo LP. See Note 2. Basis of Presentation and Note 3. Acquisition . (3) |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | We define total cash as cash, cash equivalents and restricted cash. The following table provides a reconciliation of total cash: Nine Months Ended September 30, (in thousands) 2018 2017 Cash and Cash Equivalents at Beginning of Period $ 18,026 $ 57,421 Restricted Cash at Beginning of Period (1) 37,505 — Cash, Cash Equivalents, and Restricted Cash at Beginning of Period $ 55,531 $ 57,421 Cash and Cash Equivalents at End of Period $ 18,201 $ 10,682 Restricted Cash at End of Period (2) 951 — Cash, Cash Equivalents, and Restricted Cash at End of Period $ 19,152 $ 10,682 (1) Restricted cash represents the amount held in escrow at December 31, 2017 for the Black Diamond Acquisition. (2) |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table sets forth our preliminary purchase price allocation: (in thousands) Cash Consideration $ 638,266 PDC Energy Payment 24,120 Current Liabilities Assumed 18,259 Total Purchase Price and Liabilities Assumed $ 680,645 Cash and Restricted Cash $ 12,518 Accounts Receivable 10,661 Other Current Assets 1,058 Property, Plant and Equipment 205,766 Intangible Assets (1) 339,760 Fair Value of Identifiable Assets 569,763 Implied Goodwill (2) 110,882 Total Asset Value $ 680,645 (1) See Note 6. Intangible Assets . (2) Based upon the preliminary purchase price allocation, we have recognized $110.9 million |
Business Acquisition, Pro Forma Information | The following pro forma consolidated financial information was derived from the historical financial statements of the Partnership and Saddle Butte and gives effect to the acquisition as if it had occurred on January 1, 2017. The pro forma results of operations do not include any cost savings or other synergies that may result from the Black Diamond Acquisition or any estimated costs that have been or will be incurred by us to integrate the acquired assets. The pro forma consolidated financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the acquisition taken place on January 1, 2017; furthermore, the financial information is not intended to be a projection of future results. Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per unit amounts) 2018 2017 2018 2017 Revenues $ 139,163 $ 108,239 $ 369,379 $ 246,281 Net Income 48,703 41,158 129,796 96,638 Net Income Attributable to Noble Midstream Partners LP $ 44,617 $ 39,316 $ 118,896 $ 83,497 Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit Basic $ 1.09 $ 1.09 $ 2.92 $ 2.50 Diluted $ 1.09 $ 1.09 $ 2.92 $ 2.50 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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) 2018 2017 2018 2017 Crude Oil, Natural Gas and Produced Water Gathering $ 54,674 $ 37,854 $ 144,569 $ 98,591 Fresh Water Delivery 17,416 17,589 56,774 58,256 Crude Oil Treating 980 1,037 2,914 3,473 Other 66 275 66 866 Total Revenues — Affiliate $ 73,136 $ 56,755 $ 204,323 $ 161,186 |
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) 2018 2017 2018 2017 General and Administrative Expense — Affiliate $ 1,894 $ 1,819 $ 5,599 $ 5,527 General and Administrative Expense — Third Party 2,310 1,268 14,027 3,754 Total General and Administrative Expense $ 4,204 $ 3,087 $ 19,626 $ 9,281 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment, at cost, is as follows: (in thousands) September 30, 2018 December 31, 2017 Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities $ 1,178,292 $ 451,275 Fresh Water Delivery Systems 78,613 76,745 Crude Oil Treating Facilities 20,099 20,099 Construction-in-Progress (1) 156,079 157,920 Total Property, Plant and Equipment, at Cost 1,433,083 706,039 Accumulated Depreciation and Amortization (68,454 ) (44,271 ) Property, Plant and Equipment, Net $ 1,364,629 $ 661,768 (1) Construction-in-progress at September 30, 2018 includes $108.4 million in gathering system projects, $17.4 million in fresh water delivery system projects and $30.3 million in equipment for use in future projects. Construction-in-progress at December 31, 2017 includes $157.4 million in gathering system projects and $0.5 million |
Intangible Assets Intangible As
Intangible Assets Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Our intangible assets are as follows: September 30, 2018 Useful Life Intangible Assets, Gross (in thousands) Accumulated Amortization (in thousands) Intangible Assets, Net (in thousands) Customer Contracts and Relationships 7-13 years (1) $ 339,760 $ 21,416 $ 318,344 (1) The weighted average useful life of our customer contracts and customer relationships is approximately 11 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense related to the intangible assets at September 30, 2018 is as follows: (in thousands) Remainder of 2018 $ 8,142 2019 32,301 2020 32,390 2021 32,301 2022 32,301 Thereafter 180,909 Total $ 318,344 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt as of September 30, 2018 and December 31, 2017 was as follows: September 30, 2018 December 31, 2017 (in thousands, except percentages) Debt Interest Rate Debt Interest Rate Revolving Credit Facility, due March 9, 2023 $ 50,000 3.32 % $ 85,000 2.75 % Term Loan Credit Facility, due July 31, 2021 500,000 3.17 % — — % Long-Term Debt, Gross 550,000 85,000 Term Loan Credit Facility Unamortized Debt Issuance Costs (1,032 ) — Long-Term Debt $ 548,968 $ 85,000 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 Asset Retirement Obligations, Beginning Balance $ 10,416 Liabilities Incurred 4,878 Accretion Expense (1) 476 Asset Retirement Obligations, Ending Balance $ 15,770 (1) Accretion expense is included in depreciation and amortization expense in the consolidated statements of |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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) (2) Fresh Water Delivery (1) Investments and Other (1) (3) Consolidated Three Months Ended September 30, 2018 Midstream Services — Affiliate $ 55,720 $ 17,416 $ — $ 73,136 Midstream Services — Third Party 14,005 5,929 — 19,934 Crude Oil Sales — Third Party 46,093 — — 46,093 Total Revenues 115,818 23,345 — 139,163 Income (Loss) Before Income Taxes 34,780 18,129 (4,300 ) 48,609 Three Months Ended September 30, 2017 Midstream Services — Affiliate $ 39,166 $ 17,589 $ — $ 56,755 Midstream Services — Third Party 1,574 4,782 — 6,356 Total Revenues 40,740 22,371 — 63,111 Income (Loss) Before Income Taxes 28,307 17,823 (2,341 ) 43,789 Nine Months Ended September 30, 2018 Midstream Services — Affiliate $ 147,549 $ 56,774 $ — $ 204,323 Midstream Services — Third Party 31,831 12,932 — 44,763 Crude Oil Sales — Third Party 109,781 — — 109,781 Total Revenues 289,161 69,706 — 358,867 Income (Loss) Before Income Taxes 94,674 54,066 (16,296 ) 132,444 Nine Months Ended September 30, 2017 Midstream Services — Affiliate $ 102,930 $ 58,256 $ — $ 161,186 Midstream Services — Third Party 1,574 8,448 — 10,022 Total Revenues 104,504 66,704 — 171,208 Income (Loss) Before Income Taxes 70,633 53,298 (6,515 ) 117,416 September 30, 2018 Total Assets $ 1,711,828 $ 85,030 $ 162,604 $ 1,959,462 December 31, 2017 Total Assets $ 593,590 $ 68,178 $ 167,990 $ 829,758 (1) A substantial portion of the financial statement activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. Although our investment in the Advantage Joint Venture is owned through Trinity River DevCo LLC, all financial statement activity associated with our investment is captured within the Investments and Other reportable segment. As our DevCos represent VIEs, see the above reportable segments for our VIEs impact to the consolidated financial statements. (2) Our goodwill and intangible assets resulted from the Black Diamond Acquisition and are included in the Gathering Systems reportable segment. See Note 3. Acquisition and Note 6. Intangible Assets . (3) |
Partnership Distributions (Tabl
Partnership Distributions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Distributions Made to Limited Partner, by Distribution | The following table details the distributions paid in respect of the periods presented below: Distributions (in thousands) Limited Partners Period Record Date Distribution Date Distribution per Limited Partner Unit Common Unitholders (1) Subordinated Unitholders Holder of IDRs Total Q4 2016 (2) February 6, 2017 February 14, 2017 $ 0.4333 $ 6,891 $ 6,891 $ — $ 13,782 Q1 2017 May 8, 2017 May 16, 2017 $ 0.4108 $ 6,533 $ 6,533 $ — $ 13,066 Q2 2017 August 7, 2017 August 14, 2017 $ 0.4457 $ 8,909 $ 7,088 $ 92 $ 16,089 Q3 2017 November 6, 2017 November 13, 2017 $ 0.4665 $ 9,330 $ 7,418 $ 223 $ 16,971 Q4 2017 February 5, 2018 February 12, 2018 $ 0.4883 $ 11,566 $ 7,765 $ 520 $ 19,851 Q1 2018 May 7, 2018 May 14, 2018 $ 0.5110 $ 12,103 $ 8,126 $ 819 $ 21,048 Q2 2018 August 6, 2018 August 13, 2018 $ 0.5348 $ 12,668 $ 8,504 $ 1,134 $ 22,306 (1) Distributions to common unitholders does not include distribution equivalent rights on units that vested under the Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the LTIP). (2) The distribution for the fourth quarter 2016 is comprised of $0.3925 per unit for the fourth quarter 2016 and $0.0408 per unit for the 10 -day period beginning on the closing of the initial public offering on September 20, 2016 and ending on September 30, 2016. |
Net Income Per Limited Partne_2
Net Income Per Limited Partner Unit (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, except per unit amounts) 2018 2017 2018 2017 Net Income Attributable to Noble Midstream Partners LP $ 44,617 $ 41,670 $ 120,562 $ 97,604 Less: Net Income Attributable to Incentive Distribution Rights 1,462 223 3,415 315 Net Income Attributable to Limited Partners $ 43,155 $ 41,447 $ 117,147 $ 97,289 Net Income Attributable to Common Units $ 25,825 $ 23,084 $ 70,093 $ 51,117 Net Income Attributable to Subordinated Units 17,330 18,363 47,054 46,172 Net Income Attributable to Limited Partners $ 43,155 $ 41,447 $ 117,147 $ 97,289 Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit Basic $ 1.09 $ 1.15 $ 2.96 $ 2.93 Diluted $ 1.09 $ 1.15 $ 2.96 $ 2.92 Weighted Average Limited Partner Units Outstanding — Basic Common Units 23,688 19,990 23,686 17,354 Subordinated Units 15,903 15,903 15,903 15,903 Weighted Average Limited Partner Units Outstanding — Diluted Common Units 23,704 20,005 23,701 17,365 Subordinated Units 15,903 15,903 15,903 15,903 Antidilutive Restricted Units 21 4 22 6 |
Organization and Nature of Op_3
Organization and Nature of Operations - Partnership Assets (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Colorado River DevCo LP | |
Equity [Line Items] | |
NBLX Ownership | 100.00% |
San Juan River DevCo LP | |
Equity [Line Items] | |
NBLX Ownership | 25.00% |
Noncontrolling Interest | 75.00% |
Green River DevCo LP | |
Equity [Line Items] | |
NBLX Ownership | 25.00% |
Noncontrolling Interest | 75.00% |
Laramie River DevCo LP | |
Equity [Line Items] | |
NBLX Ownership | 100.00% |
Blanco River DevCo LP | |
Equity [Line Items] | |
NBLX Ownership | 40.00% |
Noncontrolling Interest | 60.00% |
Gunnison River DevCo LP | |
Equity [Line Items] | |
NBLX Ownership | 5.00% |
Noncontrolling Interest | 95.00% |
Trinity River DevCo LLC | |
Equity [Line Items] | |
NBLX Ownership | 100.00% |
Organization and Nature of Op_4
Organization and Nature of Operations - Narrative (Details) | 9 Months Ended |
Sep. 30, 2018 | |
White Cliffs Interest | |
Subsidiary, Sale of Stock [Line Items] | |
Non-controlling ownership | 3.33% |
Corporate Joint Venture | Plains All American Pipeline | Advantage Pipeline | |
Subsidiary, Sale of Stock [Line Items] | |
Ownership interest, equity method | 50.00% |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | |||
Goodwill | $ 110,882 | $ 0 | |
Accrued capital expenditures | $ 75,300 | $ 72,500 | |
Noble Energy | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 94.00% | ||
Midstream Services Revenue | Noble Energy | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 82.00% | ||
Total Revenues | Noble Energy | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 57.00% | ||
Customer Concentration Risk | Total Revenues | Noble Energy | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 19.00% | ||
Customer Concentration Risk | Crude Oil Sales Revenues | Noble Energy | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 61.00% |
Basis of Presentation - Summary
Basis of Presentation - Summary of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and Cash Equivalents | $ 18,201 | $ 18,026 | $ 10,682 | $ 57,421 |
Restricted Cash | 951 | 37,505 | 0 | 0 |
Cash, Cash Equivalents, and Restricted Cash | $ 19,152 | $ 55,531 | $ 10,682 | $ 57,421 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) a in Thousands, $ in Thousands | Jan. 31, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)aMMBTUcustomermi | Sep. 30, 2017USD ($) |
Business Acquisition [Line Items] | ||||||
Revenues | $ 139,163 | $ 63,111 | $ 358,867 | $ 171,208 | ||
Net Income Attributable to Noble Midstream Partners LP | 44,617 | $ 41,670 | $ 120,562 | $ 97,604 | ||
Black Diamond Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire | $ 638,500 | |||||
Length of pipeline | mi | 160 | |||||
Production per day | MMBTU | 300 | |||||
Revenues | $ 133,600 | 57,100 | ||||
Net Income Attributable to Noble Midstream Partners LP | $ 11,600 | $ 2,300 | ||||
Black Diamond Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Dedicated acres | a | 141 | |||||
Number of customers | customer | 6 | |||||
Acquisition related costs | $ 7,500 | |||||
Black Diamond Gathering LLC | ||||||
Business Acquisition [Line Items] | ||||||
Payment to expand acreage dedication | $ 24,100 | |||||
Increase in duration of the acreage dedication | 5 years | |||||
Black Diamond Gathering LLC | Black Diamond Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire | 638,266 | |||||
Payment to expand acreage dedication | 24,120 | |||||
Greenfield Member | Black Diamond Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire | 318,600 | |||||
Black Diamond Gathering LLC | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest, equity method | 54.40% | 54.40% | ||||
Ownership promote | 4.40% | 4.40% | ||||
Black Diamond Gathering LLC | Greenfield Member | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest, equity method | 45.60% | 45.60% | ||||
Noble Member | Black Diamond Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire | $ 319,900 |
Acquisition - Allocation of Pur
Acquisition - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Jan. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 110,882 | $ 0 | |
Black Diamond Acquisition | |||
Business Acquisition [Line Items] | |||
Cash Consideration | $ 638,500 | ||
Black Diamond Gathering LLC | |||
Business Acquisition [Line Items] | |||
PDC Energy Payment | $ 24,100 | ||
Black Diamond Gathering LLC | Black Diamond Acquisition | |||
Business Acquisition [Line Items] | |||
Cash Consideration | 638,266 | ||
PDC Energy Payment | 24,120 | ||
Current Liabilities Assumed | 18,259 | ||
Total Purchase Price and Liabilities Assumed | 680,645 | ||
Cash and Restricted Cash | 12,518 | ||
Accounts Receivable | 10,661 | ||
Other Current Assets | 1,058 | ||
Property, Plant and Equipment | 205,766 | ||
Intangible Assets | 339,760 | ||
Fair Value of Identifiable Assets | 569,763 | ||
Goodwill | 110,882 | ||
Total Asset Value | $ 680,645 |
Acquisition - Pro Forma Informa
Acquisition - Pro Forma Information (Details) - Black Diamond Acquisition - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 139,163 | $ 108,239 | $ 369,379 | $ 246,281 |
Net Income | 48,703 | 41,158 | 129,796 | 96,638 |
Net Income Attributable to Noble Midstream Partners LP | $ 44,617 | $ 39,316 | $ 118,896 | $ 83,497 |
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit | ||||
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit - Basic (in usd per share) | $ 1.09 | $ 1.09 | $ 2.92 | $ 2.50 |
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit - Diluted (in usd per share) | $ 1.09 | $ 1.09 | $ 2.92 | $ 2.50 |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Total Revenues — Affiliate | $ 73,136 | $ 56,755 | $ 204,323 | $ 161,186 |
General and Administrative Expense — Affiliate | 1,894 | 1,819 | 5,599 | 5,527 |
General and Administrative Expense — Third Party | 2,310 | 1,268 | 14,027 | 3,754 |
Total General and Administrative Expense | 4,204 | 3,087 | 19,626 | 9,281 |
Noble Energy | Noble Energy | ||||
Related Party Transaction [Line Items] | ||||
Total Revenues — Affiliate | 73,136 | 56,755 | 204,323 | 161,186 |
Noble Energy | Noble Energy | Crude Oil, Natural Gas and Produced Water Gathering | ||||
Related Party Transaction [Line Items] | ||||
Total Revenues — Affiliate | 54,674 | 37,854 | 144,569 | 98,591 |
Noble Energy | Noble Energy | Fresh Water Delivery | ||||
Related Party Transaction [Line Items] | ||||
Total Revenues — Affiliate | 17,416 | 17,589 | 56,774 | 58,256 |
Noble Energy | Noble Energy | Crude Oil Treating | ||||
Related Party Transaction [Line Items] | ||||
Total Revenues — Affiliate | 980 | 1,037 | 2,914 | 3,473 |
Noble Energy | Noble Energy | Other | ||||
Related Party Transaction [Line Items] | ||||
Total Revenues — Affiliate | $ 66 | $ 275 | $ 66 | $ 866 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, Gross | $ 1,433,083 | $ 706,039 |
Less: Accumulated Depreciation and Amortization | (68,454) | (44,271) |
Total Property, Plant and Equipment, Net | 1,364,629 | 661,768 |
Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, Gross | 1,178,292 | 451,275 |
Construction in-progress | 108,400 | 157,400 |
Fresh Water Delivery System | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, Gross | 78,613 | 76,745 |
Construction in-progress | 17,400 | 500 |
Equipment Reserved For Future Use | ||
Property, Plant and Equipment [Line Items] | ||
Construction in-progress | 30,300 | |
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 | $ 156,079 | $ 157,920 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Total | $ 318,344 |
Customer Contracts and Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Gross | 339,760 |
Accumulated Amortization | 21,416 |
Total | $ 318,344 |
Weighted average useful life | 11 years |
Customer Contracts and Relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 7 years |
Customer Contracts and Relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Life | 13 years |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2018 | $ 8,142 |
2,019 | 32,301 |
2,020 | 32,390 |
2,021 | 32,301 |
2,022 | 32,301 |
Thereafter | 180,909 |
Total | $ 318,344 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | Jul. 31, 2018 | Mar. 09, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2016 | Jan. 31, 2018 | Jan. 30, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | |||||||||
Repayment of revolving credit facility | $ 480,000,000 | $ 725,000,000 | $ 45,000,000 | ||||||
Unamortized debt issuance expense | 2,900,000 | 2,900,000 | $ 1,400,000 | ||||||
Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 800,000,000 | $ 530,000,000 | $ 350,000,000 | ||||||
Incurred fees and expenses | $ 2,000,000 | ||||||||
Additional borrowing capacity available | $ 350,000,000 | $ 350,000,000 | |||||||
Commitment fee | 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% | ||||||||
Term Loan Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 500,000,000 | ||||||||
Commitment fee | 0.20% | ||||||||
Unamortized debt issuance expense | $ 1,100,000 | ||||||||
Term Loan Credit Facility | Overnight Bank Funding Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread | 0.50% | ||||||||
Minimum | Term Loan Credit Facility | Base Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread | 0.00% | ||||||||
Minimum | Term Loan Credit Facility | Eurodollar | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread | 1.00% | ||||||||
Maximum | Term Loan Credit Facility | Base Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread | 0.50% | ||||||||
Maximum | Term Loan Credit Facility | Eurodollar | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread | 1.50% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 550,000 | $ 85,000 |
Term Loan Credit Facility Unamortized Debt Issuance Costs | (1,032) | 0 |
Long-Term Debt | $ 548,968 | $ 85,000 |
Revolving Credit Facility, due March 9, 2023 | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.32% | 2.75% |
Long-term debt, gross | $ 50,000 | $ 85,000 |
Term Loan Credit Facility, due July 31, 2021 | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.17% | 0.00% |
Long-term debt, gross | $ 500,000 | $ 0 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |
Asset Retirement Obligations, Beginning Balance | $ 10,416 |
Liabilities Incurred | 4,878 |
Accretion expense | 476 |
Asset Retirement Obligations, Ending Balance | $ 15,770 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Midstream Services — Affiliate | $ 73,136 | $ 56,755 | $ 204,323 | $ 161,186 | |
Total Revenues | 139,163 | 63,111 | 358,867 | 171,208 | |
Income (Loss) Before Income Taxes | 48,609 | 43,789 | 132,444 | 117,416 | |
Total Assets | 1,959,462 | 1,959,462 | $ 829,758 | ||
Gathering Systems | |||||
Segment Reporting Information [Line Items] | |||||
Midstream Services — Affiliate | 55,720 | 39,166 | 147,549 | 102,930 | |
Total Revenues | 115,818 | 40,740 | 289,161 | 104,504 | |
Income (Loss) Before Income Taxes | 34,780 | 28,307 | 94,674 | 70,633 | |
Total Assets | 1,711,828 | 1,711,828 | 593,590 | ||
Fresh Water Delivery | |||||
Segment Reporting Information [Line Items] | |||||
Midstream Services — Affiliate | 17,416 | 17,589 | 56,774 | 58,256 | |
Total Revenues | 23,345 | 22,371 | 69,706 | 66,704 | |
Income (Loss) Before Income Taxes | 18,129 | 17,823 | 54,066 | 53,298 | |
Total Assets | 85,030 | 85,030 | 68,178 | ||
Investments and Other | |||||
Segment Reporting Information [Line Items] | |||||
Midstream Services — Affiliate | 0 | 0 | 0 | 0 | |
Total Revenues | 0 | 0 | 0 | 0 | |
Income (Loss) Before Income Taxes | (4,300) | (2,341) | (16,296) | (6,515) | |
Total Assets | 162,604 | 162,604 | $ 167,990 | ||
Midstream Services — Third Party | |||||
Segment Reporting Information [Line Items] | |||||
Services and Sales Revenues - Third Party | 19,934 | 6,356 | 44,763 | 10,022 | |
Midstream Services — Third Party | Gathering Systems | |||||
Segment Reporting Information [Line Items] | |||||
Services and Sales Revenues - Third Party | 14,005 | 1,574 | 31,831 | 1,574 | |
Midstream Services — Third Party | Fresh Water Delivery | |||||
Segment Reporting Information [Line Items] | |||||
Services and Sales Revenues - Third Party | 5,929 | 4,782 | 12,932 | 8,448 | |
Midstream Services — Third Party | Investments and Other | |||||
Segment Reporting Information [Line Items] | |||||
Services and Sales Revenues - Third Party | 0 | 0 | 0 | 0 | |
Crude Oil Sales — Third Party | |||||
Segment Reporting Information [Line Items] | |||||
Services and Sales Revenues - Third Party | 46,093 | $ 0 | 109,781 | $ 0 | |
Crude Oil Sales — Third Party | Gathering Systems | |||||
Segment Reporting Information [Line Items] | |||||
Services and Sales Revenues - Third Party | 46,093 | 109,781 | |||
Crude Oil Sales — Third Party | Fresh Water Delivery | |||||
Segment Reporting Information [Line Items] | |||||
Services and Sales Revenues - Third Party | 0 | 0 | |||
Crude Oil Sales — Third Party | Investments and Other | |||||
Segment Reporting Information [Line Items] | |||||
Services and Sales Revenues - Third Party | $ 0 | $ 0 |
Partnership Distributions - Nar
Partnership Distributions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 12, 2018 | Oct. 25, 2018 | Sep. 30, 2016 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 |
Equity [Abstract] | |||||||||||
Partner Distribution Period | 45 days | ||||||||||
Maximum eligibility of available cash | 50.00% | ||||||||||
Incentive distribution rights threshold ($ per unit) | $ 0.4313 | ||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Distribution ($ per unit) | $ 0.5348 | $ 0.5110 | $ 0.4883 | $ 0.4665 | $ 0.4457 | $ 0.4108 | $ 0.4333 | ||||
Incentive distribution | $ 1,134 | $ 819 | $ 520 | $ 223 | $ 92 | $ 0 | $ 0 | ||||
Subsequent Event | General Partner | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Incentive distribution | $ 1,500 | ||||||||||
Common Units | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Distribution ($ per unit) | $ 0.0408 | $ 0.3925 | |||||||||
Common Units | Subsequent Event | |||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||
Distribution ($ per unit) | $ 0.5597 |
Partnership Distributions - Sum
Partnership Distributions - Summary of Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2016 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Distribution Made to Limited Partner [Line Items] | ||||||||
Distribution ($ per unit) | $ 0.5348 | $ 0.5110 | $ 0.4883 | $ 0.4665 | $ 0.4457 | $ 0.4108 | $ 0.4333 | |
Distributions | $ 22,306 | $ 21,048 | $ 19,851 | $ 16,971 | $ 16,089 | $ 13,066 | $ 13,782 | |
Incentive distribution | 1,134 | 819 | 520 | 223 | 92 | 0 | $ 0 | |
Common Units | ||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||
Distribution ($ per unit) | $ 0.0408 | $ 0.3925 | ||||||
Distributions | 12,668 | 12,103 | 11,566 | 9,330 | 8,909 | 6,533 | $ 6,891 | |
Subordinated Units | ||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||
Distributions | $ 8,504 | $ 8,126 | $ 7,765 | $ 7,418 | $ 7,088 | $ 6,533 | $ 6,891 |
Net Income Per Limited Partne_3
Net Income Per Limited Partner Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income Attributable to Noble Midstream Partners LP | $ 44,617 | $ 41,670 | $ 120,562 | $ 97,604 |
Less: Net Income Attributable to Incentive Distribution Rights | 1,462 | 223 | 3,415 | 315 |
Net Income Attributable to Limited Partners | $ 43,155 | $ 41,447 | $ 117,147 | $ 97,289 |
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit - Basic (in usd per unit) | $ 1.09 | $ 1.15 | $ 2.96 | $ 2.93 |
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit - Diluted (in usd per unit) | $ 1.09 | $ 1.15 | $ 2.96 | $ 2.92 |
Antidilutive Restricted Units (units) | 21 | 4 | 22 | 6 |
Common Units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income Attributable to Limited Partners | $ 25,825 | $ 23,084 | $ 70,093 | $ 51,117 |
Weighed Average Limited Partner Units Outstanding, Basic (in units) | 23,688 | 19,990 | 23,686 | 17,354 |
Weighed Average Limited Partner Units Outstanding, Diluted (in units) | 23,704 | 20,005 | 23,701 | 17,365 |
Noble | Subordinated Units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income Attributable to Limited Partners | $ 17,330 | $ 18,363 | $ 47,054 | $ 46,172 |
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 |