Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 15, 2019 | Jun. 30, 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 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Entity Public Float | $ 1.1 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Basic | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 23,885,880 | ||
Subordinated Units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 15,902,584 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | |||
Midstream Services — Affiliate | $ 281,162 | $ 224,401 | $ 160,724 |
Revenues | 495,520 | 239,281 | 160,724 |
Costs and Expenses | |||
Cost of Crude Oil Sales | 136,368 | 0 | 0 |
Direct Operating | 84,482 | 54,007 | 29,107 |
Depreciation and Amortization | 65,314 | 12,953 | 9,066 |
General and Administrative | 24,250 | 13,396 | 9,914 |
Other Operating Expense | 1,806 | 0 | 0 |
Total Operating Expenses | 312,220 | 80,356 | 48,087 |
Operating Income | 183,300 | 158,925 | 112,637 |
Other (Income) Expense | |||
Interest Expense, Net of Amount Capitalized | 10,492 | 1,603 | 3,373 |
Investment Income | (16,289) | (6,334) | (4,526) |
Total Other (Income) Expense | (5,797) | (4,731) | (1,153) |
Income Before Income Taxes | 189,097 | 163,656 | 113,790 |
Income Tax Provision | 221 | 20 | 28,288 |
Net Income | 188,876 | 163,636 | 85,502 |
Less: Net Income Attributable to Noncontrolling Interests | 26,142 | 23,064 | 11,054 |
Net Income Attributable to Noble Midstream Partners LP | 162,734 | 140,572 | 28,458 |
Less: Net Income Attributable to Incentive Distribution Rights | 5,836 | 835 | 0 |
Net Income Attributable to Limited Partners | 156,898 | 139,737 | 28,458 |
Basic | |||
Other (Income) Expense | |||
Net Income Attributable to Limited Partners | $ 93,875 | $ 75,076 | $ 14,229 |
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit | |||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted (in dollars per share) | $ 3.96 | $ 4.10 | $ 0.89 |
Weighted Average Limited Partner Units Outstanding — Basic | |||
Average Limited Partner Units Outstanding - Basic (in units) | 23,686 | 18,192 | 15,903 |
Weighted Average Limited Partner Units Outstanding — Diluted | |||
Average Limited Partner Units Outstanding - Diluted (in units) | 23,701 | 18,204 | 15,903 |
Subordinated Units | |||
Other (Income) Expense | |||
Net Income Attributable to Limited Partners | $ 63,023 | $ 64,661 | $ 14,229 |
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit | |||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted (in dollars per share) | $ 3.96 | $ 4.10 | $ 0.89 |
Weighted Average Limited Partner Units Outstanding — Basic | |||
Average Limited Partner Units Outstanding - Basic (in units) | 15,903 | 15,903 | 15,903 |
Weighted Average Limited Partner Units Outstanding — Diluted | |||
Average Limited Partner Units Outstanding - Diluted (in units) | 15,903 | 15,903 | 15,903 |
Midstream Services — Third Party | |||
Revenues | |||
Services and Sales Revenues - Third Party | $ 72,868 | $ 14,880 | $ 0 |
Crude Oil Sales — Third Party | |||
Revenues | |||
Services and Sales Revenues - Third Party | $ 141,490 | $ 0 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and Cash Equivalents | $ 10,740 | $ 18,026 |
Restricted Cash | 951 | 37,505 |
Accounts Receivable — Affiliate | 31,613 | 27,539 |
Accounts Receivable — Third Party | 23,091 | 2,641 |
Crude Oil Inventory | 2,200 | 0 |
Other Current Assets | 2,724 | 389 |
Total Current Assets | 71,319 | 86,100 |
Property, Plant and Equipment | ||
Total Property, Plant and Equipment, Gross | 1,500,609 | 706,039 |
Less: Accumulated Depreciation and Amortization | (79,357) | (44,271) |
Total Property, Plant and Equipment, Net | 1,421,252 | 661,768 |
Intangible Assets, Net | 310,202 | 0 |
Goodwill | 109,734 | 0 |
Investments | 82,317 | 80,461 |
Other Noncurrent Assets | 3,093 | 1,429 |
Total Assets | 1,997,917 | 829,758 |
Current Liabilities | ||
Accounts Payable — Affiliate | 2,778 | 1,616 |
Accounts Payable — Trade | 92,756 | 109,893 |
Other Current Liabilities | 9,217 | 2,876 |
Total Current Liabilities | 104,751 | 114,385 |
Long-Term Liabilities | ||
Long-Term Debt | 559,021 | 85,000 |
Asset Retirement Obligations | 17,330 | 10,416 |
Other Long-Term Liabilities | 582 | 3,727 |
Total Liabilities | 681,684 | 213,528 |
EQUITY | ||
General Partner | 2,421 | 520 |
Total Partners’ Equity | 572,080 | 475,000 |
Noncontrolling Interests | 744,153 | 141,230 |
Total Equity | 1,316,233 | 616,230 |
Total Liabilities and Equity | 1,997,917 | 829,758 |
Common Units (23,759 and 23,712 units outstanding, respectively) | ||
EQUITY | ||
Limited Partner | 699,866 | 642,616 |
Subordinated Units (15,903 units outstanding) | ||
EQUITY | ||
Limited Partner | $ (130,207) | $ (168,136) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares shares in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Basic | ||
Units outstanding (in units) | 23,759 | 23,712 |
Subordinated Units | ||
Units outstanding (in units) | 15,903 | 15,903 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows From Operating Activities | |||
Net Income | $ 188,876 | $ 163,636 | $ 85,502 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities | |||
Depreciation and Amortization | 65,314 | 12,953 | 9,066 |
Asset Impairment | 3,470 | 0 | 0 |
Deferred Income Taxes | 0 | 0 | 28,288 |
Income from Equity Method Investee, Net of Dividends | (2,661) | (1,779) | 0 |
Unit-Based Compensation | 1,392 | 790 | 42 |
Other Adjustments for Noncash Items Included in Income | 739 | 384 | 226 |
Changes in Operating Assets and Liabilities | |||
Increase in Accounts Receivable | (13,863) | (12,293) | (4,637) |
Increase (Decrease) in Accounts Payable | (6,919) | 1,384 | (104) |
Other Operating Assets and Liabilities, Net | 3,449 | 1,153 | 68 |
Net Cash Provided by Operating Activities | 239,797 | 166,228 | 118,451 |
Cash Flows From Investing Activities | |||
Additions to Property, Plant and Equipment | (616,383) | (294,664) | (41,115) |
Payments to Acquire Businesses, Net of Cash Acquired | (649,868) | 0 | 0 |
Additions to Investments | (426) | (68,504) | (147) |
Distributions from Cost Method Investee | 1,323 | 973 | 1,275 |
Proceeds from Asset Sale — Affiliate | 0 | 0 | 1,850 |
Net Cash Used in Investing Activities | (1,265,354) | (362,195) | (38,137) |
Cash Flows From Financing Activities | |||
Distributions to Parent | 0 | 0 | (42,480) |
Contributions from Parent | 0 | 0 | 1,036 |
Proceeds from IPO, Net of Cash Offering Costs | 0 | 0 | 300,625 |
Distribution to Noble Subsequent to the IPO | 0 | 0 | (296,820) |
Distributions to Noncontrolling Interests | (9,257) | (21,737) | (10,057) |
Cash Contributions from Noncontrolling Interests | 605,864 | 124,684 | 325 |
Repayment of Revolving Credit Facility | (802,000) | (240,000) | 0 |
Proceeds from Equity Offerings, Net of Cash Offering Costs | 0 | 312,579 | 0 |
Distribution to Noble for Contributed Assets | 0 | (245,000) | 0 |
Distributions to Unitholders | (86,841) | (59,917) | 0 |
Repayment of Capital Lease Obligation | 0 | (1,532) | (214) |
Debt Issuance Costs and Other | (3,049) | 0 | (1,920) |
Net Cash Provided by (Used in) Financing Activities | 981,717 | 194,077 | (49,505) |
(Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash | (43,840) | (1,890) | 30,809 |
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period | 55,531 | 57,421 | 26,612 |
Cash, Cash Equivalents, and Restricted Cash at End of Period | 11,691 | 55,531 | 57,421 |
Revolving Credit Facility | |||
Cash Flows From Financing Activities | |||
Borrowings From Credit Facilities | 777,000 | 325,000 | 0 |
Term Loan Credit Facility | |||
Cash Flows From Financing Activities | |||
Borrowings From Credit Facilities | $ 500,000 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Parent Net Investment | Noncontrolling Interests | Limited PartnerBasic | Limited PartnerSubordinated Units | General Partner | |
Beginning Balance at Dec. 31, 2015 | $ 263,539 | $ 263,539 | $ 0 | $ 0 | $ 0 | $ 0 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net Income | 45,990 | 45,990 | |||||
Contributions from Parent | 1,155 | 1,155 | |||||
Distributions to Parent | (42,480) | (42,480) | |||||
Ending Balance at Sep. 19, 2016 | 268,204 | 268,204 | 0 | 0 | 0 | 0 | |
Beginning Balance at Dec. 31, 2015 | 263,539 | 263,539 | 0 | 0 | 0 | 0 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net Income | 85,502 | ||||||
Ending Balance at Dec. 31, 2016 | 342,905 | 0 | 71,366 | 308,338 | (36,799) | 0 | |
Beginning Balance at Sep. 19, 2016 | 268,204 | 268,204 | 0 | 0 | 0 | 0 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net Income | 39,512 | 11,054 | 14,229 | 14,229 | |||
Elimination of Current and Deferred Tax Liability | 41,428 | 41,428 | |||||
Allocation of Net Investment to Unitholders | 0 | (309,632) | 68,741 | 21,112 | 219,779 | ||
Proceeds from IPO, Net of Offering Costs | 298,968 | 298,968 | |||||
Proceeds from IPO Distributed to Noble | (296,820) | (26,013) | (270,807) | ||||
Unit-Based Compensation | 42 | 42 | |||||
Contributions from Noncontrolling Interests | [1] | 1,628 | 1,628 | ||||
Distributions to Noncontrolling Interests | (10,057) | (10,057) | |||||
Ending Balance at Dec. 31, 2016 | 342,905 | 0 | 71,366 | 308,338 | (36,799) | 0 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net Income | 163,636 | 23,064 | 75,076 | 64,661 | 835 | ||
Contributions from Parent | (54,844) | 6,371 | 48,473 | ||||
Distributions to Parent | (245,000) | (28,459) | (216,541) | ||||
Unit-Based Compensation | 790 | 790 | |||||
Contributions from Noncontrolling Interests | 123,381 | 123,381 | |||||
Distributions to Noncontrolling Interests | (21,737) | (21,737) | |||||
Distributions to Unitholders | (59,917) | (31,672) | (27,930) | (315) | |||
Net Proceeds from Offerings | 312,172 | 312,172 | |||||
Ending Balance at Dec. 31, 2017 | 616,230 | 0 | 141,230 | 642,616 | (168,136) | 520 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||
Net Income | 188,876 | 26,142 | 93,875 | 63,023 | 5,836 | ||
Unit-Based Compensation | 1,392 | 1,392 | |||||
Contributions from Noncontrolling Interests | 605,864 | 605,864 | |||||
Distributions to Noncontrolling Interests | (9,257) | (9,257) | |||||
Distributions to Unitholders | (86,841) | (49,610) | (33,296) | (3,935) | |||
Black Diamond Equity Ownership Promote Vesting | [2] | (19,826) | 11,624 | 8,202 | |||
Other | (31) | (31) | |||||
Ending Balance at Dec. 31, 2018 | $ 1,316,233 | $ 0 | $ 744,153 | $ 699,866 | $ (130,207) | $ 2,421 | |
[1] | Includes an outstanding cash call as of December 31, 2016. | ||||||
[2] | See Note 2. Summary of Significant Accounting Policies and Basis of Presentation for further discussion of the Black Diamond equity ownership promote vesting. |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1. Organization and Nature of Operations Organization We are a growth-oriented Delaware master limited partnership formed in December 2014 by Noble to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets. Our current areas of focus are in the DJ Basin and the Delaware Basin. Initial Public Offering On September 20, 2016, we completed the IPO of 14,375,000 Common Units representing limited partner interests in the Partnership (Common Units), which included 1,875,000 Common Units issued pursuant to the underwriters’ exercise of their option to purchase additional Common Units, at a price to the public of $22.50 per Common Unit ( $21.20625 per Common Unit, net of underwriting discounts). In connection with the IPO, Noble contributed ownership interests in certain DevCos and a 3.33% ownership interest in White Cliffs. The ownership interests in the DevCos, together with the White Cliffs Interest, are referred to collectively as the Contributed Businesses. Advantage Joint Venture Trinity River DevCo LLC, an indirect wholly owned subsidiary of the Partnership, and Plains Pipeline, L.P. (Plains), a wholly owned subsidiary of Plains All American Pipeline, L.P., completed the acquisition of Advantage Pipeline, L.L.C. (Advantage) for $133 million through a newly formed 50/50 joint venture (the Advantage Joint Venture). Trinity River DevCo LLC contributed $66.8 million of cash in exchange for its 50% interest in the Advantage Joint Venture. We serve as the operator of the Advantage system, which includes a 70 -mile crude oil pipeline in the Southern Delaware Basin from Reeves County, Texas to Crane County, Texas, with 200,000 barrels of daily shipping capacity and 490,000 barrels of storage capacity. The Partnership funded the acquisition with a combination of borrowings under our revolving credit facility and from cash on hand. The transaction closed on April 3, 2017. See Note 7. Investments . Contribution Agreement On June 20, 2017, the Partnership entered into a Contribution Agreement (the Contribution Agreement) by and among the Partnership, Noble Midstream GP LLC, our General Partner, Noble Midstream Services, LLC (Midstream Services), NBL Midstream, LLC (NBL Midstream), a subsidiary of Noble, and Blanco River DevCo GP LLC (Blanco River DevCo GP). Pursuant to the terms of the Contribution Agreement, the Partnership agreed to acquire from NBL Midstream (i) the remaining 20% limited partner interest in Colorado River DevCo LP and (ii) an additional 15% limited partner interest in Blanco River DevCo LP (collectively, the Contributed Assets). In consideration for the Contributed Assets, the Partnership agreed to pay NBL Midstream $270 million , consisting of (i) $245 million in cash and (ii) 562,430 Common Units issued to NBL Midstream at an issue price of $44.45 per common unit, the closing price of our Common Units on the New York Stock Exchange on June 20, 2017 (the Transaction). The Transaction closed on June 26, 2017. The Partnership funded the cash consideration with a combination of borrowings under our revolving credit facility, proceeds from the Private Placement (as defined below), and from cash on hand. Prior to the acquisition of the Contributed Assets, the Contributed Assets were reflected as noncontrolling interests in the Partnership’s consolidated financial statements. As the Partnership acquired additional interests in already-consolidated entities, the acquisition did not result in a change in reporting entity, as defined under the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 805, Business Combinations , and was accounted for on a prospective basis. Therefore, beginning June 26, 2017, the Partnership’s consolidated financial statements reflect its 100% ownership interest in Colorado River DevCo LP and its 40% ownership interest in Blanco River DevCo LP. Private Placement On June 20, 2017, the Partnership entered into a Common Unit Purchase Agreement with certain institutional investors, pursuant to which the Partnership agreed to sell 3,525,000 Common Units in a private placement for gross proceeds of approximately $142.6 million (the Private Placement). Net proceeds totaled approximately $138.0 million , after deducting offering expenses of approximately $4.6 million . The closing of the Private Placement occurred on June 26, 2017. Unit Offering On December 12, 2017, the Partnership entered into an Underwriting Agreement (the Underwriting Agreement) by and among the Partnership, our General Partner, and Citigroup Global Markets Inc., as representative of the several underwriters named therein (the Underwriters), providing for the offer and sale by the Partnership, and the purchase by the Underwriters of 3,680,000 Common Units, which includes 480,000 Common Units issued pursuant to the Underwriters’ exercise of their option to purchase additional Common Units, at a price of $47.50 per common unit (the Unit Offering). Net proceeds totaled approximately $174.1 million , after deducting offering expenses of approximately $0.7 million . The closing of the Unit Offering occurred on December 15, 2017. Black Diamond Gathering LLC 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 (the Black Diamond Acquisition) in Saddle Butte Rockies Midstream, LLC and certain affiliates (collectively, Saddle Butte) from Saddle Butte Pipeline II, LLC (Seller). See Note 3. Acquisition . 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 NBLX Ownership Noncontrolling Interest (1) Colorado River DevCo LP Wells Ranch IDP (DJ Basin) East Pony (DJ Basin) All Noble DJ Basin Acreage Crude Oil Gathering Natural Gas Gathering Water Services Crude Oil Gathering Crude Oil Treating 100% N/A San Juan River DevCo LP East Pony IDP (DJ Basin) Water Services 25% 75% Green River DevCo LP Mustang IDP (DJ Basin) Crude Oil Gathering Natural Gas Gathering Water Services 25% 75% Laramie River DevCo LP (2) Greeley Crescent IDP (DJ Basin) Crude Oil Gathering Water Services 100% N/A Black Diamond Dedication Area (DJ Basin) Crude Oil Gathering Natural Gas Gathering 54.4% 45.6% Blanco River DevCo LP Delaware Basin Crude Oil Gathering Natural Gas Gathering Water Services 40% 60% Gunnison River DevCo LP Bronco IDP (DJ Basin) (3) Crude Oil Gathering Water Services 5% 95% Trinity River DevCo LLC (4) Delaware Basin Natural Gas Compression Crude Oil Transmission 100% N/A (1) The noncontrolling interest represents Noble’s retained ownership interest in each DevCo. The noncontrolling interest in Black Diamond represents Greenfield Member's interest in Black Diamond. (2) Our interest in Black Diamond is owned through Laramie River DevCo LP. See Note 2. Summary of Significant Accounting Policies and Basis of Presentation and Note 3. Acquisition . (3) The Bronco IDP is a future development area. We currently have no midstream infrastructure assets in the Bronco IDP. (4) Our interest in the Advantage Joint Venture is owned through Trinity River DevCo LLC. Additionally, we own a 3.33% ownership interest in White Cliffs as well as a 50% interest in 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. We generate revenues primarily by charging fees on a per unit basis for gathering crude oil and natural gas, delivering and storing fresh water, and collecting, cleaning and disposing of produced water. Additionally, we purchase crude oil from producers and sell crude oil to customers at various delivery points on our gathering systems. We have entered into multiple fee-based commercial agreements with Noble, each with an initial term of 15 years, to provide these services which are critical to Noble’s upstream operations. Our agreements include substantial acreage dedications. See Note 4. Transactions with Affiliates . Predecessor |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Basis of Presentation | Note 2. Summary of Significant Accounting Policies and Basis of Presentation Basis of Presentation and Consolidation The accompanying consolidated financial statements for periods prior to September 20, 2016 represent the Contributed Businesses as the accounting Predecessor to the Partnership, presented on a carve-out basis of Noble’s historical ownership of the Predecessor. The Predecessor financial statements have been prepared from the separate records maintained by Noble and may not necessarily be indicative of the actual results of operations that might have occurred if the Predecessor had been operated separately during the periods reported. Because a direct ownership relationship did not exist among the businesses comprising the Predecessor, the net investment in the Predecessor is shown as Parent Net Investment, in lieu of partners’ equity, in the accompanying Consolidated Statement of Changes in Equity for years prior to December 31, 2016. All intercompany balances and transactions have been eliminated upon consolidation. The Partnership has no items of other comprehensive income or loss; therefore, its net income is identical to its 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 (VIE). Through our 100% ownership interest in Noble Midstream Services, LLC, a Delaware limited liability company which owns controlling interests in each of the DevCos, we have the authority to direct the activities that most significantly affect economic performance and the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate each of the DevCos in our financial statements. A substantial portion of the financial statement activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. Although our investment in the Advantage Joint Venture is owned by Trinity River DevCo LLC, all financial statement activity associated with our investment is captured within the Investments and Other reportable segment. See Note 10. Segment Information . 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 board of directors as well as our responsibility as operator of the Black Diamond 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. Equity Method of Accounting Although we serve as the operator of the Advantage system, our operating agreements empower the Advantage board, split between us and Plains, to direct the activities that most significantly affect the long-term economic performance of the entity, primarily the oversight of the commercial function and approval of expansion capital. As a result, our investment in the Advantage Joint Venture does not require consolidation under the VIE consolidation model. We use the equity method of accounting for our investment in the Advantage Joint Venture, as we do not control, but do exert significant influence over, its operations. Under the equity method of accounting, initially we record the investment at our cost. Differences in the cost, or basis, of the investment and the net asset value of the investee will be amortized into earnings over the remaining useful life of the underlying assets. See Note 7. Investments . 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. Under the cost method of accounting, we recognize cash distributions from White Cliffs Pipeline L.L.C. as investment income in our consolidated statements of operations to the extent there is net income and record cash distributions in excess of our ratable share of earnings as return of investment. See Note 7. Investments . Noncontrolling Interests We present our consolidated financial statements with a noncontrolling interest section representing Noble’s retained ownership 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 December 31, 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. Segment Information Accounting policies for reportable segments are the same as those described in this footnote. Transfers between segments are accounted for at market value. We do not consider interest income and expense or income tax benefit or expense in our evaluation of the performance of reportable segments. See Note 10. Segment Information . 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 by customer contract, 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 December 31, 2018 , our consolidated balance sheet includes goodwill of $109.7 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 10. Segment Information . Goodwill is not amortized to earnings but is qualitatively assessed for impairment. Goodwill is assessed for impairment annually during the third quarter, or more frequently as circumstances require, at the reporting unit level. If, based on our qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, we will perform a quantitative assessment. If, based on our quantitative assessment, we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value. 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. Property, Plant and Equipment Property and equipment primarily consists of crude oil gathering systems, natural gas gathering systems and compression units, produced water collection, gathering, and cleaning systems, fresh water storage and delivery systems and crude oil treating facilities. Property and equipment is stated at the lower of historical cost less accumulated depreciation, or fair value, if impaired. Capitalized Interest We capitalize construction-related direct labor and incremental costs, such as interest expense. Capitalized interest totaled $6.4 million in 2018 , $2.5 million in 2017 , and $0.8 million in 2016 . Depreciation Depreciation is computed over the asset’s estimated useful life using the straight line method based on estimated useful lives and asset salvage values. Determination of depreciation expense requires judgment regarding the estimated useful lives and salvage values of property, plant and equipment. As circumstances warrant, depreciation estimates are reviewed to determine if any changes in the underlying assumptions are necessary. The weighted average life of our long-lived assets is 30 years. The depreciation of fixed assets recorded under capital lease agreements is included in depreciation and amortization expense. See Note 5. Property, Plant and Equipment . Impairment of Long-Lived Assets We routinely assess whether impairment indicators arise during any given quarter and have processes in place to ensure that we become aware of such indicators. Impairment indicators include, but are not limited to, sustained decreases in commodity prices, a decline in customer well results and lower throughput forecasts, and increases in construction or operating costs. In the event that impairment indicators exist, we conduct an impairment test. We evaluate our ability to recover the carrying amounts of long-lived assets and determine whether such long-lived assets have been impaired. Impairment exists when the carrying value of an asset exceeds the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset. When the carrying amount of a long-lived asset exceeds its estimated undiscounted future cash flows, the carrying amount of the asset is reduced to its estimated fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. During 2018, we recorded an asset impairment of $3.5 million related to a damaged gathering system asset. The asset impairment was partially offset by an insurance recovery of $2.5 million . The resulting net impairment totaled $1.0 million and is recorded within other operating expense in our consolidated statement of operations. Asset Retirement Obligations Asset Retirement Obligations (AROs) consist of estimated costs of dismantlement, removal, site reclamation and similar activities associated with our property and equipment. We recognize the fair value of a liability for an ARO in the period in which it is incurred when we have an existing legal obligation associated with the retirement of our infrastructure assets and the obligation can reasonably be estimated. The associated asset retirement cost is capitalized as part of the carrying cost of the infrastructure asset. The recognition of an ARO requires that management make numerous estimates, assumptions and judgments regarding such factors as: the existence of a legal obligation for an ARO; estimated probabilities, amounts and timing of settlements; the credit-adjusted risk-free rate to be used; and inflation rates. In periods subsequent to initial measurement of the ARO, we recognize period-to-period changes in the liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows. Revisions also result in increases or decreases in the carrying cost of the asset. Increases in the ARO liability due to passage of time impact net income as accretion expense. The related capitalized cost, including revisions thereto, is charged to expense through depreciation and amortization. See Note 9. Asset Retirement Obligations . Impairment of Investments We routinely assess our investments for impairment whenever changes in facts and circumstances indicate a loss in value has occurred. When impairment indicators exist, the fair value is estimated and compared to the investment carrying amount. When the carrying amount of an investment exceeds its estimated undiscounted future cash flows, the carrying amount of the investment is reduced to its estimated fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. No impairments have been recorded through December 31, 2018 . Fair Value Measurements Fair value measurements are based on a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy is as follows: • Level 1 measurements are fair value measurements which use quoted market prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 measurements are fair value measurements which use inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. • Level 3 measurements are fair value measurements which use unobservable inputs. 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 of our revolving credit facility and term loan credit facility is equivalent to the carrying amount. 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 8. Long-Term Debt . The fair value of the intangible assets acquired as part of the Black Diamond acquisition is determined using unobservable inputs and is considered to be a Level 3 measurement on the fair value hierarchy. See Note 6. Intangible Assets 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. Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include unrestricted cash on hand and investments with original maturities of three months or less at the time of purchase. Transactions with Affiliates Transactions between Noble, its affiliates and us have been identified in the consolidated financial statements as transactions with affiliates. See Note 4. Transactions with Affiliates . Capital Lease Obligation We entered into a capital lease for a pond to be used in our fresh water delivery system. The amount of the capital lease obligation is based on the discounted present value of future minimum lease payments, and therefore does not reflect future cash lease payments. See Note 15. Commitments and Contingencies . Unit-Based Compensation Unit-based compensation issued to individuals providing services to us is recorded at grant-date fair value. Expense is recognized on a straight-line basis over the requisite service period (generally the vesting period of the award) in the consolidated statements of operations. See Note 11. Unit-Based Compensation . Income Taxes 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. For periods prior to the IPO, our consolidated financial statements include a provision for tax expense on income related to the assets that Noble contributed to the Partnership at the IPO date. Deferred federal and state income taxes were provided on temporary differences between the financial statement carrying amounts of recognized assets and liabilities and their respective tax bases as if the Partnership filed tax returns as a stand-alone entity. See Note 14. Income Taxes . Litigation and Other Contingencies We may become subject to legal proceedings, claims and liabilities that will arise in the ordinary course of business. We will accrue for losses associated with legal claims when such losses are considered probable and the amounts can be reasonably estimated. See Note 15. Commitments and Contingencies . Supplemental Cash Flow Information We accrued $72.6 million and $99.8 million related to midstream capital expenditures as of December 31, 2018 and 2017 , respectively. Greenfield Member contributed approximately $18.8 million of the amount held in escrow at December 31, 2017 for the purchase of Saddle Butte. See the Reconciliation of Total Cash below. Immediately prior to closing of the IPO, the Partnership recorded an adjustment to equity of $41.4 million for the elimination of current and deferred tax liabilities, representing a significant non-cash activity. Cash interest paid totaled $16.3 million and $3.7 million for the years ended December 31, 2018 and December 31, 2017 , respectively. Prior to closing of the IPO, interest expense was allocated to us from Noble. Concentration of Credit Risk For the year ended December 31, 2018 , revenues from Noble and its affiliates comprised 79% and 57% of our midstream services revenues and total revenues, respectively. Revenues from a single third party customer, Stanchion Energy, LLC, comprised 66% and 19% of our crude oil sales revenues and total revenues, respectively. For the years ended December 31, 2017 and 2016, revenues from Noble and its affiliates comprised 94% and 100% of our total revenues, respectively. Recently Adopted Accounting Standards Clarifying the Definition of a Business In January 2017, the 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. 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 standard, we will perform our goodwill impairment test by performing a qualitative test to determine if a quantitative test is necessary. The quantitative test will compare 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 early adopted this ASU in fourth quarter 2018. This adoption did not have a material impact on our financial statements. 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. The new standard provides a number of optional practical expedients in transition. We expect to: • elect the package of ‘practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs; • adopt the practical expedient pertaining to land easements and plan to account for existing land easements under our current accounting policy; • elect the short-term lease recognition exemption for all leases that qualify and as such, no right-of-use (ROU) asset or lease liability will be recorded on the balance sheet and no transition adjustment will be required for short-term leases; and • elect the practical expedient to not separate lease and non-lease components for all of our leases. We do not expect to elect the hindsight practical expedient in determining the lease term and assessing impairment of ROU assets when transitioning to ASC 842. 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. The adoption and implementation of this standard will not have a material effect on our financial statements. While we are finalizing our assessment of the effect of adoption, we estimate the most significant impact will relate to the recognition of new ROU assets and lease liabilities on our balance sheet for operating leases, as well as additional disclosures. Consequently, with adoption, we expect to recognize additional operating liabilities ranging between $1 million to $3 million with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. 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: Twelve Months Ended December 31, (in thousands) 2018 2017 2016 Cash and Cash Equivalents at Beginning of Period $ 18,026 $ 57,421 $ 26,612 Restricted Cash at Beginning of Period (1) 37,505 — — Cash, Cash Equivalents, and Restricted Cash at Beginning of Period $ 55,531 $ 57,421 $ 26,612 Cash and Cash Equivalents at End of Period $ 10,740 $ 18,026 $ 57,421 Restricted Cash at End of Period (1) (2) 951 37,505 — Cash, Cash Equivalents, and Restricted Cash at End of Period $ 11,691 $ 55,531 $ 57,421 (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 December 31, 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 crude oil from producers 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 10. 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. An affiliate of 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 Revenues expected to be recognized from certain performance obligations that are unsatisfied as of December 31, 2018, are reflected in the following table. We have utilized the practical expedients in ASC 606, which state 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 or 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. (in thousands) December 31, 2018 2019 $ 29,851 2020 36,817 2021 37,635 Total $ 104,303 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 crude oil from producers 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 | 12 Months Ended |
Dec. 31, 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 8. 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 $6.8 million during the year ended December 31, 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 final 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. The following table sets forth our 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 2,206 Property, Plant and Equipment 205,766 Intangible Assets (1) 339,760 Fair Value of Identifiable Assets 570,911 Implied Goodwill (2) 109,734 Total Asset Value $ 680,645 (1) See Note 6. Intangible Assets . (2) Based upon the purchase price allocation, we have recognized $109.7 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 $181.2 million and pre-tax net loss of $11.5 million from Black Diamond were generated from February 1, 2018 to December 31, 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. Year Ended December 31, (in thousands, except per unit amounts) 2018 2017 Revenues $ 506,032 $ 355,159 Net Income 186,391 138,940 Net Income Attributable to Noble Midstream Partners LP $ 161,068 $ 123,375 Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit Basic $ 3.92 $ 3.59 Diluted $ 3.92 $ 3.59 |
Transactions with Affiliates
Transactions with Affiliates | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, (in thousands) 2018 2017 2016 Crude Oil, Natural Gas and Produced Water Gathering $ 207,920 $ 142,864 $ 94,160 Fresh Water Delivery 69,266 75,860 60,001 Other 3,976 5,677 6,563 Total Midstream Services — Affiliate $ 281,162 $ 224,401 $ 160,724 Expenses General and administrative expense consists of the following: Year Ended December 31, (in thousands) 2018 2017 2016 General and Administrative Expense — Affiliate $ 7,493 $ 7,323 $ 6,984 General and Administrative Expense — Third Party 16,757 6,073 2,930 Total General and Administrative Expense $ 24,250 $ 13,396 $ 9,914 Asset Sale and Purchases — Affiliate During third quarter 2016, we sold certain equipment to Noble, at cost, and received proceeds of $1.9 million . No gain or loss was recognized for the transaction. During fourth quarter 2016, we purchased certain equipment from Noble, at market value, for approximately $0.9 million . Agreements with Noble We have entered into various agreements with Noble, as summarized below: Commercial Agreements Our commercial agreements with Noble provide for fees based on the type and scope of the midstream services we provide and the midstream system we use to provide our services, as follows: • Crude Oil Gathering Agreement - Under the applicable crude oil gathering agreement, we receive a volumetric fee per barrel (Bbl) for the crude oil gathering services we provide. • Natural Gas Gathering Agreement - Under the natural gas gathering agreement, we receive a volumetric fee per million British Thermal Units (MMBtu) for the natural gas gathering services we provide. • Produced Water Services Agreement - Under the applicable produced water services agreement, 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 Agreement - Under the applicable fresh water services agreement, 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 Agreement - Under the crude oil treating agreement, 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. • Natural Gas Compression Agreement - Under the applicable natural gas compression agreement, we receive a volumetric fee per thousand cubic feet (Mcf) for the natural gas compression services we provide. Under each of these commercial agreements, the volumetric fees we charge Noble (other than pass through fees) are automatically increased each calendar year by 2.5% , expect for Blanco River DevCo LP Natural Gas Gathering. The volumetric fee for Blanco Gas Gathering is automatically increased by the Consumer Price Index (CPI) for the previous year; provided, however, that no such increase may exceed 2.5% for any given year. In addition, we will propose a redetermination of the fees charged under our various systems on an annual basis, taking into account, among other things, expected capital expenditures necessary to provide our services under the applicable development plan. However, if we and Noble are unable to agree on a fee redetermination (other than the automatic annual adjustment), the prior fee will remain in effect, which in effect allows Noble to unilaterally exercise control over the decision of whether to change the fee. In accordance with our commercial agreements with Noble, we provide midstream services through the use of our midstream assets. We have determined that the structure of our commercial agreements conveys to Noble the right to use our midstream assets. Revenues generated from the commercial agreements are recorded within Midstream Services - Affiliate in our consolidated statement of operations. We believe recording within Midstream Services - Affiliate reflects the nature of the commercial agreement, is representative of the revenues generated by the midstream industry and provides our investors with the information necessary to evaluate our operations. Omnibus Agreement Our omnibus agreement with Noble provides for: • our payment of an annual general and administrative fee, initially in the amount of $6.9 million (prorated for the first year of service), for the provision of certain services by Noble and its affiliates, which fee cannot be increased until after the third anniversary of the IPO with annual redetermination thereafter; • our right of first refusal on existing Noble and future Noble acquired assets and the right to provide certain services, including the right to provide crude oil gathering, natural gas gathering and processing, and water services on certain acreage owned, or to be acquired, by Noble; • our right of first offer to acquire Noble’s retained interests in each of the DevCos; and • an indemnity by Noble for certain environmental and other liabilities, and our obligation to indemnify Noble for events and conditions associated with the operations of its assets that occur after the closing of the IPO and for environmental liabilities related to our assets to the extent Noble is not required to indemnify us. Operational Services Agreement Our Operational Services and Secondment Agreement (Operational Services Agreement) with Noble provides for: • secondment by Noble of certain operational, construction, design and management employees and contractors to our general partner, us and our subsidiaries to provide management, maintenance and operational functions with respect to our assets. These functions include performing the activities and day-to-day management of the business pursuant to certain commercial agreements listed in the Operational Services Agreement, and designing, building, constructing and otherwise installing the infrastructure required by such agreements; • reimbursement by us to Noble of the cost of the seconded employees and contractors, including their wages and benefits, based on the percentage of the employee’s or contractor’s time spent working for us; and • an initial term of 15 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 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) December 31, 2018 December 31, 2017 Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities $ 1,199,679 $ 451,275 Fresh Water Delivery System (1) 78,820 76,745 Crude Oil Treating Facilities 20,027 20,099 Construction-in-Progress (2) 202,083 157,920 Total Property, Plant and Equipment, at Cost 1,500,609 706,039 Accumulated Depreciation and Amortization (79,357 ) (44,271 ) Property, Plant and Equipment, Net $ 1,421,252 $ 661,768 (1) Fresh water delivery system assets at December 31, 2018 and December 31, 2017 include $5 million related to a leased pond accounted for as a capital lease. See Note 15. Commitments and Contingencies . (2) Construction-in-progress at December 31, 2018 primarily includes $147.1 million in gathering system projects, $21.6 million in fresh water delivery system projects and $32.8 million in equipment for use in future projects. Construction-in-progress at December 31, 2017 primarily includes $157.4 million in gathering system projects and $0.5 million |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6. Intangible Assets Our intangible assets as of December 31, 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. Summary of Significant Accounting Policies and 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. As the fair value is based on inputs that are not observable in the market, these represent Level 3 inputs. 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: December 31, 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 $ 29,558 $ 310,202 (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 December 31, 2018 is as follows: (in thousands) December 31, 2018 2019 $ 32,301 2020 32,390 2021 32,301 2022 32,301 2023 32,301 Thereafter 148,608 Total $ 310,202 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Note 7. Investments The following table presents our investments at the dates indicated: (in thousands) December 31, 2018 December 31, 2017 Advantage Joint Venture (1) $ 72,944 $ 70,283 White Cliffs Interest 9,373 10,178 Total Investments $ 82,317 $ 80,461 (1) We capitalized $1.7 million in acquisition related expenses that are included in the basis of the investment. As of December 31, 2018 , $1.6 million in acquisition related expenses remains unamortized. The following table presents our investment income for the periods indicated: Year Ended December 31, (in thousands) 2018 2017 2016 Advantage Joint Venture (1) $ 11,880 $ 1,779 $ — White Cliffs Interest 3,687 4,088 4,526 Other (2) 722 467 — Total Investment Income $ 16,289 $ 6,334 $ 4,526 (1) Includes the amortization of acquisition related expenses. As we completed the Advantage acquisition on April 3, 2017, the year-to-date results are for the period beginning on April 3, 2017 and ending on December 31, 2017. (2) Represents income associated with our fee for serving as the operator of the Advantage Joint Venture. The fee totals approximately $0.7 million |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 8. Long-Term Debt Long-term debt as of December 31, 2018 and December 31, 2017 was as follows: December 31, 2018 December 31, 2017 (in thousands, except percentages) Debt Interest Rate Debt Interest Rate Revolving Credit Facility, due March 9, 2023 $ 60,000 3.67 % $ 85,000 2.75 % Term Loan Credit Facility, due July 31, 2021 500,000 3.42 % — — % Long-Term Debt, Gross 560,000 85,000 Term Loan Credit Facility Unamortized Debt Issuance Costs (979 ) — Long-Term Debt $ 559,021 $ 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 . 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 the year ended December 31, 2018 , borrowings under our revolving credit facility were primarily used to fund portions of our construction activities and the Black Diamond Acquisition. 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. During the year ended December 31, 2017 , borrowings under our revolving credit facility were primarily used to fund portions of our construction activities, the Advantage acquisition, and the cash consideration for the Contributed Assets. Borrowings under the revolving credit facility bear interest at a rate equal to an applicable margin plus, at our option, either (a) in the case of base rate borrowings, a rate equal to the highest of (1) the prime rate, (2) the greater of the federal funds rate or the overnight bank funding rate, plus 0.5% and (3) the LIBOR for an interest period of one month plus 1.0% ; 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. As of December 31, 2017 and December 31, 2018 , the commitment fee rate was 0.2% . Unamortized debt issuance costs totaled $1.4 million and $2.7 million as of December 31, 2017 and December 31, 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 December 31, 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. 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 | 12 Months Ended |
Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 9. Asset Retirement Obligations AROs consist of estimated costs of dismantlement, removal, site reclamation and similar activities associated with our infrastructure assets. Changes in AROs are as follows: Year Ended December 31, (in thousands) 2018 2017 Asset Retirement Obligations, Beginning Balance $ 10,416 $ 5,415 Liabilities Incurred 5,582 4,828 Revision of Estimate 662 (151 ) Accretion Expense (1) 670 324 Asset Retirement Obligations, Ending Balance $ 17,330 $ 10,416 (1) Accretion expense is included in depreciation and amortization expense in the consolidated statements of operations. Liabilities incurred in 2018 were primarily related to the completion of the CGFs in the Delaware Basin. During 2018, we completed the Coronado, Collier and Billy Miner Train II CGFs. Revisions of estimates during 2018 were primarily related to an increase in estimated costs associated with the retirement of our 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 AROs because dates or ranges of dates upon which we would retire these assets cannot reasonably be estimated at this time; therefore, no AROs have been recorded for these assets as of December 31, 2018. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 10. Segment Information Our operations are located in the U.S. and are organized into the following reportable segments: Gathering Systems (primarily includes crude oil, natural gas and produced water gathering 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. Our reportable segments comprise the structure used to make key operating decisions and assess performance. Summarized financial information concerning our reportable segments is as follows: (in thousands) Gathering Systems (1) Fresh Water Delivery (1) Investments and Other (1) (2) Consolidated Year Ended December 31, 2018 Midstream Services — Affiliate $ 211,896 $ 69,266 $ — $ 281,162 Midstream Services — Third Party 53,523 19,345 — 72,868 Crude Oil Sales — Third Party 141,490 — — 141,490 Total Midstream Services Revenues 406,909 88,611 — 495,520 Cost of Crude Oil Sales 136,368 — — 136,368 Direct Operating Expense 68,478 14,269 1,735 84,482 Depreciation and Amortization 63,055 2,259 — 65,314 Income (Loss) Before Income Taxes 137,203 72,083 (20,189 ) 189,097 Year Ended December 31, 2017 Midstream Services — Affiliate $ 148,541 $ 75,860 $ — $ 224,401 Midstream Services — Third Party 3,971 10,909 — 14,880 Total Midstream Services Revenues 152,512 86,769 — 239,281 Direct Operating Expense 37,138 16,011 858 54,007 Depreciation and Amortization 10,687 2,266 — 12,953 Income (Loss) Before Income Taxes 104,687 68,492 (9,523 ) 163,656 Year Ended December 31, 2016 Midstream Services — Affiliate $ 100,723 $ 60,001 $ — $ 160,724 Direct Operating Expense 14,443 14,390 274 29,107 Depreciation and Amortization 7,361 1,705 — 9,066 Income (Loss) Before Income Taxes 78,919 43,906 (9,035 ) 113,790 December 31, 2018 Intangible Assets, Net $ 310,202 $ — $ — $ 310,202 Goodwill 109,734 — — 109,734 Total Assets 1,804,100 96,280 97,537 1,997,917 Additions to Long-Lived Assets 735,425 23,018 555 758,998 December 31, 2017 Total Assets $ 593,590 $ 68,178 $ 167,990 $ 829,758 Additions to Long-Lived Assets 373,857 16,469 — 390,326 December 31, 2016 Total Assets $ 224,861 $ 54,542 $ 89,956 $ 369,359 Additions to Long-Lived Assets 30,020 2,564 — 32,584 (1) A substantial portion of the financial statement activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. Although our investment in the Advantage Joint Venture is owned by Trinity River DevCo LLC, all financial statement activity associated with our investment is captured within the Investments and Other reportable segment. As our DevCos represent VIEs, see the above reportable segments for our VIEs impact to the consolidated financial statements. (2) |
Unit-Based Compensation
Unit-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unit-Based Compensation | Note 11. Unit-Based Compensation The Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the LTIP) provides for the grant, at the discretion of the board of directors of our general partner, of unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards. The purpose of awards under the LTIP is to provide additional incentive compensation to individuals providing services to us, and to align the economic interests of such individuals with the interests of our unitholders. The LTIP limits the number of units that may be delivered pursuant to vested awards to 1,860,000 Common Units, subject to proportionate adjustment in the event of unit splits and similar events. Common units subject to awards that are canceled, forfeited, withheld to satisfy exercise prices or tax withholding obligations or otherwise terminated without delivery of Common Units will be available for delivery pursuant to other awards. As of December 31, 2018 , 1,763,411 Common Units are available for future grant under the LTIP. Restricted unit activity for the year ended December 31, 2018 was as follows: Number of Units Weighted Average Award Date Fair Value Awarded and Unvested Units at December 31, 2017 34,704 $ 45.10 Awarded 54,017 54.80 Vested (11,049 ) 44.62 Forfeited (6,253 ) 51.92 Awarded and Unvested Units at December 31, 2018 71,419 $ 51.92 As of December 31, 2018 , $2.2 million of compensation cost related to all of our unvested restricted units awarded under the LTIP remained to be recognized. The cost is expected to be recognized over a weighted-average period of 1.4 |
Partnership Distributions
Partnership Distributions | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Partnership Distributions | Note 12. Partnership Distributions Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash to unitholders of record on the applicable record date. The following table details the distributions paid in respect of the periods presented below: Distributions Limited Partners Period Record Date Distribution Date Distribution per Limited Partner Unit Common Unitholders (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 Q3 2018 November 5, 2018 November 13, 2018 $ 0.5597 $ 13,258 $ 8,901 $ 1,462 $ 23,621 (1) Distributions to common unitholders does not include distribution equivalent rights on units that vested under 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 IPO on September 20, 2016 and ending on September 30, 2016. Incentive Distribution Rights Noble currently holds 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 January 24, 2019 , the board of directors of our general partner declared a quarterly cash distribution of $0.5858 per limited partner unit. The distribution was paid on February 11, 2019 , to unitholders of record on February 4, 2019 . Also on February 11, 2019 , a cash distribution of $2.4 million |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner Unit | Note 13. Net Income Per Limited Partner Unit The Partnership’s 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 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 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 and Subordinated Units outstanding for the period. Diluted net income per limited partner Common 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: Year Ended December 31, (in thousands) 2018 2017 2016 Net Income Attributable to Noble Midstream Partners LP $ 162,734 $ 140,572 $ 28,458 Less: Net Income Attributable to Incentive Distribution Rights 5,836 835 — Net Income Attributable to Limited Partners $ 156,898 $ 139,737 $ 28,458 Net Income Allocable to Common Units $ 93,875 $ 75,076 $ 14,229 Net Income Allocable to Subordinated Units 63,023 64,661 14,229 Net Income Attributable to Limited Partners $ 156,898 $ 139,737 $ 28,458 Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit Basic $ 3.96 $ 4.10 $ 0.89 Diluted $ 3.96 $ 4.10 $ 0.89 Weighted Average Limited Partner Units Outstanding — Basic Common Units 23,686 18,192 15,903 Subordinated Units 15,903 15,903 15,903 Weighted Average Limited Partner Units Outstanding — Diluted Common Units 23,701 18,204 15,903 Subordinated Units 15,903 15,903 15,903 Antidilutive Restricted Units 24 4 — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes We are not a taxable entity for U.S. federal income tax purposes or for the majority of states that impose an income tax. Taxes are generally borne by our partners through the allocation of taxable income, and accordingly for the periods subsequent to the IPO, we do not record deferred taxes related to the aggregate difference in the basis of our assets for financial and tax reporting purposes. On December 22, 2017, the US Congress enacted Tax Reform Legislation, which made significant changes to US federal income tax law, including Section 163(j) interest expense limitation rules which have no current impact to the Partnership, but could increase taxable income flowing through to our partners in future years. We recorded a de minimis state tax provision for the years ended December 31, 2018 and December 31, 2017 associated with a Texas margin tax. The income tax provision for the year ended December 31, 2016 consists of the following: (in thousands) Year Ended December 31, 2016 Current $ 15,450 Deferred 12,838 Total Income Tax Provision $ 28,288 Effective Tax Rate (1) 24.9 % (1) The effective tax rate for the period beginning on January 1, 2016 and ending on the IPO date was 38.1% . See Note 2. Summary of Significant Accounting Policies and Basis of Presentation |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. Commitments and Contingencies Legal Proceedings We may become involved in various legal proceedings in the ordinary course of business. These proceedings would be subject to the uncertainties inherent in any litigation, and we will regularly assess the need for accounting recognition or disclosure of these contingencies. We will defend ourselves vigorously in all such matters. For periods prior to the IPO, we were part of Noble’s integrated business. In the ordinary course of business, Noble is from time to time party to various judicial and administrative proceedings. As of December 31, 2018 and December 31, 2017 , we did not have accrued liabilities for any legal contingencies related to us. Based on currently available information, we believe it is unlikely that the outcome of known matters would have a material adverse impact on our combined financial condition, results of operations or cash flows. Omnibus Agreement Our omnibus agreement with Noble contractually requires us to pay a fixed annual fee of $6.9 million (prorated for the first year of service) to Noble for certain administrative and operational support services being provided to us. The omnibus agreement generally remains in full force and effect so long as Noble controls our general partner. See Note 4. Transactions with Affiliates . Capital Lease During third quarter 2016, we leased a pond for use in our fresh water delivery system. We are accounting for the lease as a capital lease. The discounted present value of future minimum lease payments totals approximately $3.2 million as of December 31, 2018 . Crude Oil Purchase Commitments An affiliate of Black Diamond enters into agreements to purchase crude oil from producers at market-based prices. The agreements do not contain provisions regarding fixed or minimum quantities of crude oil to be purchased. Minimum commitments as of December 31, 2018 are as follows: (in thousands) Omnibus Fee (1) Future Minimum Capital Lease Payments Future Minimum Operating Lease Payments Purchase Obligations (2) Transportation Fees Surface Lease Obligations 2019 $ 6,850 $ 3,231 $ 1,733 $ 3,637 $ 1,825 $ 129 2020 — — — — 605 129 2021 — — — — — 130 2022 — — — — — 89 2023 — — — — — 89 2024 and Beyond — — — — — 2,180 Total $ 6,850 $ 3,231 $ 1,733 $ 3,637 $ 2,430 $ 2,746 (1) Annual general and administrative fee we pay to Noble f or certain administrative and operational support services being provided to us. The annual general and administrative fee cannot be increased until after the third anniversary of the IPO and will be redetermined annually thereafter. (2) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent Events EPIC Equity Interests On August 2, 2018, Noble assigned its option with EPIC Midstream Holdings, LP (EPIC) to acquire a 15% equity interest in the EPIC Y-Grade Pipeline to the Partnership. On January 31, 2019, Noble assigned its option to acquire a 30% equity interest in the EPIC Crude Oil Pipeline to the Partnership. Both options were set to expire February 1, 2019. On January 31, 2019, the Partnership exercised and closed its option with EPIC to acquire the equity interest in the EPIC Y-Grade Pipeline. At closing, we made cash contributions of approximately $103 million . Also on January 31, 2019, the Partnership exercised its option to acquire the equity interest in the EPIC Crude Oil Pipeline. Closing of the Partnership’s equity interest in the EPIC Crude Oil Pipeline is expected to occur later in first quarter 2019, subject to certain conditions precedent. Delaware Crossing Joint Venture On October 2, 2018, we entered into a non-binding letter of intent with Salt Creek Midstream LLC (Salt Creek) to form a 50/50 joint venture to construct a crude oil pipeline system with a capacity of 160 MBbl/d in the Delaware Basin. On February 7, 2019, we executed definitive agreements and completed the formation of Delaware Crossing LLC (Delaware Crossing Joint Venture). As Salt Creek has commenced construction of the pipeline prior to formation, we made capital contributions of approximately $38 million at closing. Revolving Credit Facility We utilized proceeds from our revolving credit facility to fund our contributions in connection with the closing of the EPIC Y-Grade equity interest and Delaware Crossing Joint Venture. As of February 15, 2019, $260 million |
Supplemental Quarterly Informat
Supplemental Quarterly Information | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Supplemental Quarterly Financial Information | Supplemental quarterly financial information is as follows: (in thousands except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2018 Total Revenues $ 97,733 $ 121,971 $ 139,163 $ 136,653 Operating Income 37,375 42,215 48,249 55,461 Income Before Income Taxes 39,210 44,625 48,609 56,653 Net Income 39,136 44,442 48,703 56,595 Net Income Attributable to Limited Partners 38,542 35,450 43,155 39,751 Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit Basic $ 0.97 $ 0.9 $ 1.09 $ 1.00 Diluted 0.97 0.9 1.09 1.00 Year Ended December 31, 2017 Total Revenues $ 50,314 $ 57,783 $ 63,111 $ 68,073 Operating Income 33,722 37,566 42,750 44,887 Income Before Income Taxes 34,520 39,107 43,789 46,240 Net Income 34,520 39,107 43,756 46,253 Net Income Attributable to Limited Partners 24,342 31,500 41,447 42,448 Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit Basic $ 0.77 $ 0.98 $ 1.15 $ 1.16 Diluted 0.77 0.98 1.15 1.16 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Presentation | Basis of Presentation and Consolidation The accompanying consolidated financial statements for periods prior to September 20, 2016 represent the Contributed Businesses as the accounting Predecessor to the Partnership, presented on a carve-out basis of Noble’s historical ownership of the Predecessor. The Predecessor financial statements have been prepared from the separate records maintained by Noble and may not necessarily be indicative of the actual results of operations that might have occurred if the Predecessor had been operated separately during the periods reported. Because a direct ownership relationship did not exist among the businesses comprising the Predecessor, the net investment in the Predecessor is shown as Parent Net Investment, in lieu of partners’ equity, in the accompanying Consolidated Statement of Changes in Equity for years prior to December 31, 2016. All intercompany balances and transactions have been eliminated upon consolidation. |
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 (VIE). Through our 100% ownership interest in Noble Midstream Services, LLC, a Delaware limited liability company which owns controlling interests in each of the DevCos, we have the authority to direct the activities that most significantly affect economic performance and the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate each of the DevCos in our financial statements. A substantial portion of the financial statement activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. Although our investment in the Advantage Joint Venture is owned by Trinity River DevCo LLC, all financial statement activity associated with our investment is captured within the Investments and Other reportable segment. See Note 10. Segment Information . |
Equity Method of Accounting | Equity Method of Accounting Although we serve as the operator of the Advantage system, our operating agreements empower the Advantage board, split between us and Plains, to direct the activities that most significantly affect the long-term economic performance of the entity, primarily the oversight of the commercial function and approval of expansion capital. As a result, our investment in the Advantage Joint Venture does not require consolidation under the VIE consolidation model. We use the equity method of accounting for our investment in the Advantage Joint Venture, as we do not control, but do exert significant influence over, its operations. Under the equity method of accounting, initially we record the investment at our cost. Differences in the cost, or basis, of the investment and the net asset value of the investee will be amortized into earnings over the remaining useful life of the underlying assets. |
Cost Method of Accounting | 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. Under the cost method of accounting, we recognize cash distributions from White Cliffs Pipeline L.L.C. as investment income in our consolidated statements of operations to the extent there is net income and record cash distributions in excess of our ratable share of earnings as return of investment. |
Noncontrolling Interests | Noncontrolling Interests |
Segment Information | Segment Information Accounting policies for reportable segments are the same as those described in this footnote. Transfers between segments are accounted for at market value. We do not consider interest income and expense or income tax benefit or expense in our evaluation of the performance of reportable segments. |
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 by customer contract, 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. |
Goodwill | Goodwill As of December 31, 2018 , our consolidated balance sheet includes goodwill of $109.7 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 10. 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. |
Property, Plant and Equipment | Property, Plant and Equipment Property and equipment primarily consists of crude oil gathering systems, natural gas gathering systems and compression units, produced water collection, gathering, and cleaning systems, fresh water storage and delivery systems and crude oil treating facilities. Property and equipment is stated at the lower of historical cost less accumulated depreciation, or fair value, if impaired. Capitalized Interest We capitalize construction-related direct labor and incremental costs, such as interest expense. Capitalized interest totaled $6.4 million in 2018 , $2.5 million in 2017 , and $0.8 million in 2016 . Depreciation Depreciation is computed over the asset’s estimated useful life using the straight line method based on estimated useful lives and asset salvage values. Determination of depreciation expense requires judgment regarding the estimated useful lives and salvage values of property, plant and equipment. As circumstances warrant, depreciation estimates are reviewed to determine if any changes in the underlying assumptions are necessary. The weighted average life of our long-lived assets is 30 |
Impairment of Long-Live Assets | Impairment of Long-Lived Assets We routinely assess whether impairment indicators arise during any given quarter and have processes in place to ensure that we become aware of such indicators. Impairment indicators include, but are not limited to, sustained decreases in commodity prices, a decline in customer well results and lower throughput forecasts, and increases in construction or operating costs. In the event that impairment indicators exist, we conduct an impairment test. |
Asset Retirement Obligations | Asset Retirement Obligations Asset Retirement Obligations (AROs) consist of estimated costs of dismantlement, removal, site reclamation and similar activities associated with our property and equipment. We recognize the fair value of a liability for an ARO in the period in which it is incurred when we have an existing legal obligation associated with the retirement of our infrastructure assets and the obligation can reasonably be estimated. The associated asset retirement cost is capitalized as part of the carrying cost of the infrastructure asset. The recognition of an ARO requires that management make numerous estimates, assumptions and judgments regarding such factors as: the existence of a legal obligation for an ARO; estimated probabilities, amounts and timing of settlements; the credit-adjusted risk-free rate to be used; and inflation rates. |
Impairment of Investments | Impairment of Investments We routinely assess our investments for impairment whenever changes in facts and circumstances indicate a loss in value has occurred. When impairment indicators exist, the fair value is estimated and compared to the investment carrying amount. When the carrying amount of an investment exceeds its estimated undiscounted future cash flows, the carrying amount of the investment is reduced to its estimated fair value. Fair value may be estimated using comparable market data, a discounted cash flow method, or a combination of the two. |
Fair Value Measurements | Fair Value Measurements Fair value measurements are based on a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy is as follows: • Level 1 measurements are fair value measurements which use quoted market prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 measurements are fair value measurements which use inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. • Level 3 measurements are fair value measurements which use unobservable inputs. 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 of our revolving credit facility and term loan credit facility is equivalent to the carrying amount. 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 8. Long-Term Debt . The fair value of the intangible assets acquired as part of the Black Diamond acquisition is determined using unobservable inputs and is considered to be a Level 3 measurement on the fair value hierarchy. See Note 6. Intangible Assets |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Transactions With Affiliates | Transactions with Affiliates |
Capital Lease Obligation | Capital Lease Obligation We entered into a capital lease for a pond to be used in our fresh water delivery system. The amount of the capital lease obligation is based on the discounted present value of future minimum lease payments, and therefore does not reflect future cash lease payments. |
Unit-Based Compensation | Unit-Based Compensation |
Income Taxes | Income Taxes 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. |
Litigation and Other Contingencies | Litigation and Other Contingencies |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards Clarifying the Definition of a Business In January 2017, the 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. 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 standard, we will perform our goodwill impairment test by performing a qualitative test to determine if a quantitative test is necessary. The quantitative test will compare 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 early adopted this ASU in fourth quarter 2018. This adoption did not have a material impact on our financial statements. 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. The new standard provides a number of optional practical expedients in transition. We expect to: • elect the package of ‘practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs; • adopt the practical expedient pertaining to land easements and plan to account for existing land easements under our current accounting policy; • elect the short-term lease recognition exemption for all leases that qualify and as such, no right-of-use (ROU) asset or lease liability will be recorded on the balance sheet and no transition adjustment will be required for short-term leases; and • elect the practical expedient to not separate lease and non-lease components for all of our leases. We do not expect to elect the hindsight practical expedient in determining the lease term and assessing impairment of ROU assets when transitioning to ASC 842. 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. The adoption and implementation of this standard will not have a material effect on our financial statements. While we are finalizing our assessment of the effect of adoption, we estimate the most significant impact will relate to the recognition of new ROU assets and lease liabilities on our balance sheet for operating leases, as well as additional disclosures. Consequently, with adoption, we expect to recognize additional operating liabilities ranging between $1 million to $3 million with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. 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: Twelve Months Ended December 31, (in thousands) 2018 2017 2016 Cash and Cash Equivalents at Beginning of Period $ 18,026 $ 57,421 $ 26,612 Restricted Cash at Beginning of Period (1) 37,505 — — Cash, Cash Equivalents, and Restricted Cash at Beginning of Period $ 55,531 $ 57,421 $ 26,612 Cash and Cash Equivalents at End of Period $ 10,740 $ 18,026 $ 57,421 Restricted Cash at End of Period (1) (2) 951 37,505 — Cash, Cash Equivalents, and Restricted Cash at End of Period $ 11,691 $ 55,531 $ 57,421 (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 December 31, 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 crude oil from producers 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 10. 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. An affiliate of 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 Revenues expected to be recognized from certain performance obligations that are unsatisfied as of December 31, 2018, are reflected in the following table. We have utilized the practical expedients in ASC 606, which state 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 or 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. (in thousands) December 31, 2018 2019 $ 29,851 2020 36,817 2021 37,635 Total $ 104,303 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 crude oil from producers 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) | 12 Months Ended |
Dec. 31, 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 NBLX Ownership Noncontrolling Interest (1) Colorado River DevCo LP Wells Ranch IDP (DJ Basin) East Pony (DJ Basin) All Noble DJ Basin Acreage Crude Oil Gathering Natural Gas Gathering Water Services Crude Oil Gathering Crude Oil Treating 100% N/A San Juan River DevCo LP East Pony IDP (DJ Basin) Water Services 25% 75% Green River DevCo LP Mustang IDP (DJ Basin) Crude Oil Gathering Natural Gas Gathering Water Services 25% 75% Laramie River DevCo LP (2) Greeley Crescent IDP (DJ Basin) Crude Oil Gathering Water Services 100% N/A Black Diamond Dedication Area (DJ Basin) Crude Oil Gathering Natural Gas Gathering 54.4% 45.6% Blanco River DevCo LP Delaware Basin Crude Oil Gathering Natural Gas Gathering Water Services 40% 60% Gunnison River DevCo LP Bronco IDP (DJ Basin) (3) Crude Oil Gathering Water Services 5% 95% Trinity River DevCo LLC (4) Delaware Basin Natural Gas Compression Crude Oil Transmission 100% N/A (1) The noncontrolling interest represents Noble’s retained ownership interest in each DevCo. The noncontrolling interest in Black Diamond represents Greenfield Member's interest in Black Diamond. (2) Our interest in Black Diamond is owned through Laramie River DevCo LP. See Note 2. Summary of Significant Accounting Policies and Basis of Presentation and Note 3. Acquisition . (3) The Bronco IDP is a future development area. We currently have no midstream infrastructure assets in the Bronco IDP. (4) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 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: Twelve Months Ended December 31, (in thousands) 2018 2017 2016 Cash and Cash Equivalents at Beginning of Period $ 18,026 $ 57,421 $ 26,612 Restricted Cash at Beginning of Period (1) 37,505 — — Cash, Cash Equivalents, and Restricted Cash at Beginning of Period $ 55,531 $ 57,421 $ 26,612 Cash and Cash Equivalents at End of Period $ 10,740 $ 18,026 $ 57,421 Restricted Cash at End of Period (1) (2) 951 37,505 — Cash, Cash Equivalents, and Restricted Cash at End of Period $ 11,691 $ 55,531 $ 57,421 (1) Restricted cash represents the amount held in escrow at December 31, 2017 for the Black Diamond Acquisition. (2) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | (in thousands) December 31, 2018 2019 $ 29,851 2020 36,817 2021 37,635 Total $ 104,303 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table sets forth our 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 2,206 Property, Plant and Equipment 205,766 Intangible Assets (1) 339,760 Fair Value of Identifiable Assets 570,911 Implied Goodwill (2) 109,734 Total Asset Value $ 680,645 (1) See Note 6. Intangible Assets . (2) Based upon the purchase price allocation, we have recognized $109.7 million |
Business Acquisition, Pro Forma Information | 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. Year Ended December 31, (in thousands, except per unit amounts) 2018 2017 Revenues $ 506,032 $ 355,159 Net Income 186,391 138,940 Net Income Attributable to Noble Midstream Partners LP $ 161,068 $ 123,375 Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit Basic $ 3.92 $ 3.59 Diluted $ 3.92 $ 3.59 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Revenues generated from commercial agreements with Noble and its affiliates consist of the following: Year Ended December 31, (in thousands) 2018 2017 2016 Crude Oil, Natural Gas and Produced Water Gathering $ 207,920 $ 142,864 $ 94,160 Fresh Water Delivery 69,266 75,860 60,001 Other 3,976 5,677 6,563 Total Midstream Services — Affiliate $ 281,162 $ 224,401 $ 160,724 |
Schedule of General and Administrative Expenses | General and administrative expense consists of the following: Year Ended December 31, (in thousands) 2018 2017 2016 General and Administrative Expense — Affiliate $ 7,493 $ 7,323 $ 6,984 General and Administrative Expense — Third Party 16,757 6,073 2,930 Total General and Administrative Expense $ 24,250 $ 13,396 $ 9,914 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment, at cost, is as follows: (in thousands) December 31, 2018 December 31, 2017 Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities $ 1,199,679 $ 451,275 Fresh Water Delivery System (1) 78,820 76,745 Crude Oil Treating Facilities 20,027 20,099 Construction-in-Progress (2) 202,083 157,920 Total Property, Plant and Equipment, at Cost 1,500,609 706,039 Accumulated Depreciation and Amortization (79,357 ) (44,271 ) Property, Plant and Equipment, Net $ 1,421,252 $ 661,768 (1) Fresh water delivery system assets at December 31, 2018 and December 31, 2017 include $5 million related to a leased pond accounted for as a capital lease. See Note 15. Commitments and Contingencies . (2) Construction-in-progress at December 31, 2018 primarily includes $147.1 million in gathering system projects, $21.6 million in fresh water delivery system projects and $32.8 million in equipment for use in future projects. Construction-in-progress at December 31, 2017 primarily includes $157.4 million in gathering system projects and $0.5 million |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Our intangible assets are as follows: December 31, 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 $ 29,558 $ 310,202 (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 December 31, 2018 is as follows: (in thousands) December 31, 2018 2019 $ 32,301 2020 32,390 2021 32,301 2022 32,301 2023 32,301 Thereafter 148,608 Total $ 310,202 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Cost and Equity Method Investments | The following table presents our investments at the dates indicated: (in thousands) December 31, 2018 December 31, 2017 Advantage Joint Venture (1) $ 72,944 $ 70,283 White Cliffs Interest 9,373 10,178 Total Investments $ 82,317 $ 80,461 (1) We capitalized $1.7 million in acquisition related expenses that are included in the basis of the investment. As of December 31, 2018 , $1.6 million |
Investment Income | The following table presents our investment income for the periods indicated: Year Ended December 31, (in thousands) 2018 2017 2016 Advantage Joint Venture (1) $ 11,880 $ 1,779 $ — White Cliffs Interest 3,687 4,088 4,526 Other (2) 722 467 — Total Investment Income $ 16,289 $ 6,334 $ 4,526 (1) Includes the amortization of acquisition related expenses. As we completed the Advantage acquisition on April 3, 2017, the year-to-date results are for the period beginning on April 3, 2017 and ending on December 31, 2017. (2) Represents income associated with our fee for serving as the operator of the Advantage Joint Venture. The fee totals approximately $0.7 million |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt as of December 31, 2018 and December 31, 2017 was as follows: December 31, 2018 December 31, 2017 (in thousands, except percentages) Debt Interest Rate Debt Interest Rate Revolving Credit Facility, due March 9, 2023 $ 60,000 3.67 % $ 85,000 2.75 % Term Loan Credit Facility, due July 31, 2021 500,000 3.42 % — — % Long-Term Debt, Gross 560,000 85,000 Term Loan Credit Facility Unamortized Debt Issuance Costs (979 ) — Long-Term Debt $ 559,021 $ 85,000 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligation | Changes in AROs are as follows: Year Ended December 31, (in thousands) 2018 2017 Asset Retirement Obligations, Beginning Balance $ 10,416 $ 5,415 Liabilities Incurred 5,582 4,828 Revision of Estimate 662 (151 ) Accretion Expense (1) 670 324 Asset Retirement Obligations, Ending Balance $ 17,330 $ 10,416 (1) Accretion expense is included in depreciation and amortization expense in the consolidated statements of |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 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) Fresh Water Delivery (1) Investments and Other (1) (2) Consolidated Year Ended December 31, 2018 Midstream Services — Affiliate $ 211,896 $ 69,266 $ — $ 281,162 Midstream Services — Third Party 53,523 19,345 — 72,868 Crude Oil Sales — Third Party 141,490 — — 141,490 Total Midstream Services Revenues 406,909 88,611 — 495,520 Cost of Crude Oil Sales 136,368 — — 136,368 Direct Operating Expense 68,478 14,269 1,735 84,482 Depreciation and Amortization 63,055 2,259 — 65,314 Income (Loss) Before Income Taxes 137,203 72,083 (20,189 ) 189,097 Year Ended December 31, 2017 Midstream Services — Affiliate $ 148,541 $ 75,860 $ — $ 224,401 Midstream Services — Third Party 3,971 10,909 — 14,880 Total Midstream Services Revenues 152,512 86,769 — 239,281 Direct Operating Expense 37,138 16,011 858 54,007 Depreciation and Amortization 10,687 2,266 — 12,953 Income (Loss) Before Income Taxes 104,687 68,492 (9,523 ) 163,656 Year Ended December 31, 2016 Midstream Services — Affiliate $ 100,723 $ 60,001 $ — $ 160,724 Direct Operating Expense 14,443 14,390 274 29,107 Depreciation and Amortization 7,361 1,705 — 9,066 Income (Loss) Before Income Taxes 78,919 43,906 (9,035 ) 113,790 December 31, 2018 Intangible Assets, Net $ 310,202 $ — $ — $ 310,202 Goodwill 109,734 — — 109,734 Total Assets 1,804,100 96,280 97,537 1,997,917 Additions to Long-Lived Assets 735,425 23,018 555 758,998 December 31, 2017 Total Assets $ 593,590 $ 68,178 $ 167,990 $ 829,758 Additions to Long-Lived Assets 373,857 16,469 — 390,326 December 31, 2016 Total Assets $ 224,861 $ 54,542 $ 89,956 $ 369,359 Additions to Long-Lived Assets 30,020 2,564 — 32,584 (1) A substantial portion of the financial statement activity associated with our DevCos is captured within the Gathering Systems and Fresh Water Delivery reportable segments. Although our investment in the Advantage Joint Venture is owned by Trinity River DevCo LLC, all financial statement activity associated with our investment is captured within the Investments and Other reportable segment. As our DevCos represent VIEs, see the above reportable segments for our VIEs impact to the consolidated financial statements. (2) |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Activity | Restricted unit activity for the year ended December 31, 2018 was as follows: Number of Units Weighted Average Award Date Fair Value Awarded and Unvested Units at December 31, 2017 34,704 $ 45.10 Awarded 54,017 54.80 Vested (11,049 ) 44.62 Forfeited (6,253 ) 51.92 Awarded and Unvested Units at December 31, 2018 71,419 $ 51.92 |
Partnership Distributions (Tabl
Partnership Distributions (Tables) | 12 Months Ended |
Dec. 31, 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 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 Q3 2018 November 5, 2018 November 13, 2018 $ 0.5597 $ 13,258 $ 8,901 $ 1,462 $ 23,621 (1) Distributions to common unitholders does not include distribution equivalent rights on units that vested under 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 |
Net Income Per Limited Partne_2
Net Income Per Limited Partner Unit (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, (in thousands) 2018 2017 2016 Net Income Attributable to Noble Midstream Partners LP $ 162,734 $ 140,572 $ 28,458 Less: Net Income Attributable to Incentive Distribution Rights 5,836 835 — Net Income Attributable to Limited Partners $ 156,898 $ 139,737 $ 28,458 Net Income Allocable to Common Units $ 93,875 $ 75,076 $ 14,229 Net Income Allocable to Subordinated Units 63,023 64,661 14,229 Net Income Attributable to Limited Partners $ 156,898 $ 139,737 $ 28,458 Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit Basic $ 3.96 $ 4.10 $ 0.89 Diluted $ 3.96 $ 4.10 $ 0.89 Weighted Average Limited Partner Units Outstanding — Basic Common Units 23,686 18,192 15,903 Subordinated Units 15,903 15,903 15,903 Weighted Average Limited Partner Units Outstanding — Diluted Common Units 23,701 18,204 15,903 Subordinated Units 15,903 15,903 15,903 Antidilutive Restricted Units 24 4 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision for the year ended December 31, 2016 consists of the following: (in thousands) Year Ended December 31, 2016 Current $ 15,450 Deferred 12,838 Total Income Tax Provision $ 28,288 Effective Tax Rate (1) 24.9 % (1) The effective tax rate for the period beginning on January 1, 2016 and ending on the IPO date was 38.1% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Obligation Payments | Minimum commitments as of December 31, 2018 are as follows: (in thousands) Omnibus Fee (1) Future Minimum Capital Lease Payments Future Minimum Operating Lease Payments Purchase Obligations (2) Transportation Fees Surface Lease Obligations 2019 $ 6,850 $ 3,231 $ 1,733 $ 3,637 $ 1,825 $ 129 2020 — — — — 605 129 2021 — — — — — 130 2022 — — — — — 89 2023 — — — — — 89 2024 and Beyond — — — — — 2,180 Total $ 6,850 $ 3,231 $ 1,733 $ 3,637 $ 2,430 $ 2,746 (1) Annual general and administrative fee we pay to Noble f or certain administrative and operational support services being provided to us. The annual general and administrative fee cannot be increased until after the third anniversary of the IPO and will be redetermined annually thereafter. (2) |
Supplemental Quarterly Inform_2
Supplemental Quarterly Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Supplemental quarterly financial information is as follows: (in thousands except per share amounts) First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2018 Total Revenues $ 97,733 $ 121,971 $ 139,163 $ 136,653 Operating Income 37,375 42,215 48,249 55,461 Income Before Income Taxes 39,210 44,625 48,609 56,653 Net Income 39,136 44,442 48,703 56,595 Net Income Attributable to Limited Partners 38,542 35,450 43,155 39,751 Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit Basic $ 0.97 $ 0.9 $ 1.09 $ 1.00 Diluted 0.97 0.9 1.09 1.00 Year Ended December 31, 2017 Total Revenues $ 50,314 $ 57,783 $ 63,111 $ 68,073 Operating Income 33,722 37,566 42,750 44,887 Income Before Income Taxes 34,520 39,107 43,789 46,240 Net Income 34,520 39,107 43,756 46,253 Net Income Attributable to Limited Partners 24,342 31,500 41,447 42,448 Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit Basic $ 0.77 $ 0.98 $ 1.15 $ 1.16 Diluted 0.77 0.98 1.15 1.16 |
Organization and Nature of Op_3
Organization and Nature of Operations - Summary of Partnership Assets (Details) | Jun. 26, 2017 | Dec. 31, 2018 |
Colorado River DevCo LP | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
NBLX Ownership | 100.00% | 100.00% |
San Juan River DevCo LP | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
NBLX Ownership | 25.00% | |
Noncontrolling interest | 75.00% | |
Green River DevCo LP | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
NBLX Ownership | 25.00% | |
Noncontrolling interest | 75.00% | |
Laramie River DevCo | Greeley Crescent IDP (DJ Basin) | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
NBLX Ownership | 100.00% | |
Laramie River DevCo | Black Diamond Dedication Area (DJ Basin) | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
NBLX Ownership | 54.40% | |
Noncontrolling interest | 45.60% | |
Blanco River DevCo LP | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
NBLX Ownership | 40.00% | 40.00% |
Noncontrolling interest | 60.00% | |
Gunnison River DevCo LP | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
NBLX Ownership | 5.00% | |
Noncontrolling interest | 95.00% | |
Trinity River DevCo LLC | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
NBLX Ownership | 100.00% |
Organization and Nature of Op_4
Organization and Nature of Operations - Narrative (Details) $ / shares in Units, $ in Millions | Dec. 12, 2017USD ($)$ / sharesshares | Jun. 26, 2017 | Jun. 20, 2017USD ($)$ / sharesshares | Apr. 03, 2017USD ($)bbl / dmibbl | Sep. 20, 2016$ / sharesshares | Dec. 31, 2018 |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||||
Proceeds from private placement, gross | $ 142.6 | |||||
Proceeds from private placement, net | 138 | |||||
Payments of stock issuance costs | $ 0.7 | |||||
Net proceeds from unit offering | $ 174.1 | |||||
Colorado River DevCo LP | ||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||||
Controlling interest | 100.00% | 100.00% | ||||
Blanco River DevCo LP | ||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||||
Controlling interest | 40.00% | 40.00% | ||||
Blanco River and Colorado River DevCos | ||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||||
Consideration transferred | 270 | |||||
Payments to acquire businesses | $ 245 | |||||
Equity interest issued (shares) | shares | 562,430 | |||||
Share price ($ per unit) | $ / shares | $ 44.45 | |||||
Corporate Joint Venture | Advantage Pipeline | ||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||||
Consideration transferred | $ 133 | |||||
Payments to acquire business | $ 66.8 | |||||
Length (miles) | mi | 70 | |||||
Shipping capacity per day (bbls/day) | bbl / d | 200,000 | |||||
Storage capacity (bbls) | bbl | 490,000 | |||||
Corporate Joint Venture | Advantage Pipeline | Plains All American Pipeline | ||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||||
Interest acquired | 50.00% | |||||
White Cliffs Pipeline | ||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||||
Non-controlling ownership | 3.33% | 3.33% | ||||
Colorado River DevCo LP | ||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||||
Interest in partnership | 20.00% | |||||
Blanco River DevCo LP | ||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||||
Interest in partnership | 15.00% | |||||
Common Units | ||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||||
Sold (in units) | shares | 3,680,000 | |||||
Price ($ per unit) | $ / shares | $ 47.50 | |||||
IPO | Common Units | ||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||||
Sold (in units) | shares | 14,375,000 | |||||
Price ($ per unit) | $ / shares | $ 22.50 | |||||
Price, net ($ per unit) | $ / shares | $ 21.20625 | |||||
Over-Allotment Option | Common Units | ||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||||
Sold (in units) | shares | 480,000 | 1,875,000 | ||||
Private Placement | ||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||||||
Sold (in units) | shares | 3,525,000 | |||||
Payments of stock issuance costs | $ 4.6 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Basis of Presentation - Narrative (Details) - USD ($) $ in Thousands | Sep. 20, 2016 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Concentration Risk [Line Items] | |||||
Goodwill | $ 109,734 | $ 0 | |||
Capitalized interest | (6,400) | (2,500) | $ (800) | ||
Impairment of long-lived assets | $ 1,000 | ||||
Useful life | 30 years | ||||
Accrued capital expenditures | $ 72,600 | 99,800 | |||
Elimination of current and deferred tax liability | $ 41,400 | $ 41,428 | |||
Interest paid | 16,300 | $ 3,700 | |||
Pro Forma | Minimum | ASU 2016-02 | |||||
Concentration Risk [Line Items] | |||||
Operating lease liability | 1,000 | ||||
Operating lease, right of use asset | 1,000 | ||||
Pro Forma | Maximum | ASU 2016-02 | |||||
Concentration Risk [Line Items] | |||||
Operating lease liability | 3,000 | ||||
Operating lease, right of use asset | $ 3,000 | ||||
Revenue | Customer Concentration Risk | Stanchion Energy LLC | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 19.00% | ||||
Crude oil sales revenue | Customer Concentration Risk | Stanchion Energy LLC | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 66.00% | ||||
Noble Energy | Midstream services revenue | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 79.00% | ||||
Noble Energy | Revenue | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk | 57.00% | 94.00% | 100.00% | ||
Saddle Butte | Greenfield Member | |||||
Concentration Risk [Line Items] | |||||
Escrow deposit | $ 18,800 | ||||
Gathering Systems | |||||
Concentration Risk [Line Items] | |||||
Impairment of long-lived assets | $ 3,500 | ||||
Insurance recoveries | $ 2,500 | ||||
Noble Midstream Services, LLC | |||||
Concentration Risk [Line Items] | |||||
Controlling interest | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Basis of Presentation - Summary of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||||
Cash and Cash Equivalents | $ 10,740 | $ 18,026 | $ 57,421 | $ 26,612 |
Restricted Cash | 951 | 37,505 | 0 | 0 |
Cash, Cash Equivalents and Restricted Cash | $ 11,691 | $ 55,531 | $ 57,421 | $ 26,612 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Basis of Presentation - Remaining Performance Obligations (Details) | Dec. 31, 2018USD ($) |
Accounting Policies [Abstract] | |
Remaining performance obligations | $ 104,303 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Accounting Policies [Abstract] | |
Remaining performance obligations | 29,851 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Accounting Policies [Abstract] | |
Remaining performance obligations | 36,817 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Accounting Policies [Abstract] | |
Remaining performance obligations | $ 37,635 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) a in Thousands, $ in Thousands | Jan. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)aMMBTUmi |
Black Diamond Gathering LLC | |||
Business Acquisition [Line Items] | |||
Interest acquired | 54.40% | ||
Ownership promote | 4.40% | ||
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 Acquisition | |||
Business Acquisition [Line Items] | |||
Dedicated acres | a | 141 | ||
Acquisition related costs | $ 6,800 | ||
Greenfield Member | Black Diamond Gathering LLC | |||
Business Acquisition [Line Items] | |||
Interest acquired | 45.60% | ||
Black Diamond Acquisition | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses | $ 638,500 | ||
Length (miles) | mi | 160 | ||
Delivery capacity (Mbbl/day) | MMBTU | 300 | ||
Revenue since acquisition | $ 181,200 | ||
Pre-tax net loss since acquisition | $ 11,500 | ||
Black Diamond Acquisition | Black Diamond Gathering LLC | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses | 638,266 | ||
Payment to expand acreage dedication | 24,120 | ||
Black Diamond Acquisition | Greenfield Member | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses | 318,600 | ||
Black Diamond Acquisition | Noble Member | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses | $ 319,900 |
Acquisition - Allocation of Pur
Acquisition - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Jan. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 109,734 | $ 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 | 2,206 | |||
Property, Plant and Equipment | 205,766 | |||
Intangible Assets | 339,760 | |||
Fair Value of Identifiable Assets | 570,911 | |||
Goodwill | 109,734 | |||
Total Asset Value | $ 680,645 |
Acquisition - Pro Forma Informa
Acquisition - Pro Forma Information (Details) - Black Diamond Acquisition - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||
Revenues | $ 506,032 | $ 355,159 |
Net Income | 186,391 | 138,940 |
Net Income Attributable to Noble Midstream Partners LP | $ 161,068 | $ 123,375 |
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) | $ 3.92 | $ 3.59 |
Net Income Attributable to Limited Partners Per Limited Partner Common and Subordinated Unit - Diluted (in usd per share) | $ 3.92 | $ 3.59 |
Transactions with Affiliates -
Transactions with Affiliates - Revenue from Affiliates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Total Midstream Services — Affiliate | $ 281,162 | $ 224,401 | $ 160,724 |
Noble Energy | Noble Energy | |||
Related Party Transaction [Line Items] | |||
Total Midstream Services — Affiliate | 281,162 | 224,401 | 160,724 |
Noble Energy | Noble Energy | Crude Oil, Natural Gas and Produced Water Gathering | |||
Related Party Transaction [Line Items] | |||
Total Midstream Services — Affiliate | 207,920 | 142,864 | 94,160 |
Noble Energy | Noble Energy | Fresh Water Delivery | |||
Related Party Transaction [Line Items] | |||
Total Midstream Services — Affiliate | 69,266 | 75,860 | 60,001 |
Noble Energy | Noble Energy | Other | |||
Related Party Transaction [Line Items] | |||
Total Midstream Services — Affiliate | $ 3,976 | $ 5,677 | $ 6,563 |
Transactions with Affiliates _2
Transactions with Affiliates - Expenses with Transaction with Affiliates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |||
General and Administrative Expense — Affiliate | $ 7,493 | $ 7,323 | $ 6,984 |
General and Administrative Expense — Third Party | 16,757 | 6,073 | 2,930 |
Total General and Administrative Expense | $ 24,250 | $ 13,396 | $ 9,914 |
Transactions with Affiliates _3
Transactions with Affiliates - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||
Proceeds from asset sale — Affiliate | $ 0 | $ 0 | $ 1,850 | ||
General and administrative expense — affiliate | 7,493 | $ 7,323 | $ 6,984 | ||
Noble Energy | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expense — affiliate | $ 6,900 | ||||
Noble Energy | Noble Energy | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from asset sale — Affiliate | $ 1,900 | ||||
Payments for purchase for assets | $ 900 | ||||
Annual increase in fees | 2.50% | ||||
Initial term | 15 years | ||||
Renewal term | 1 year |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, at Cost | $ 1,500,609 | $ 706,039 |
Less: Accumulated Depreciation and Amortization | (79,357) | (44,271) |
Total Property, Plant and Equipment, Net | 1,421,252 | 661,768 |
Crude Oil, Natural Gas and Produced Water Gathering Systems and Facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, at Cost | 1,199,679 | 451,275 |
Construction in-progress | 147,100 | 157,400 |
Fresh Water Delivery System | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, at Cost | 78,820 | 76,745 |
Capital lease | 5,000 | 5,000 |
Construction in-progress | 21,600 | 500 |
Equipment Reserved For Future Use | ||
Property, Plant and Equipment [Line Items] | ||
Construction in-progress | 32,800 | |
Crude Oil Treating Facilities | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, at Cost | 20,027 | 20,099 |
Construction-in-Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total Property, Plant and Equipment, at Cost | $ 202,083 | $ 157,920 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Total | $ 310,202 |
Weighted average useful life | 11 years |
Customer Contracts and Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Gross | $ 339,760 |
Accumulated Amortization | 29,558 |
Total | $ 310,202 |
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 | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,019 | $ 32,301 |
2,020 | 32,390 |
2,021 | 32,301 |
2,022 | 32,301 |
2,023 | 32,301 |
Thereafter | 148,608 |
Total | $ 310,202 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Advantage Joint Venture | $ 72,944 | $ 70,283 | |
White Cliffs Interest | 9,373 | 10,178 | |
Total Investments | 82,317 | 80,461 | |
Acquisition costs | 1,700 | ||
Unamortized acquisition related expenses | 1,600 | ||
Schedule of Equity Method Investments [Line Items] | |||
Investment Income | 16,289 | 6,334 | $ 4,526 |
Advantage Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment Income | 11,880 | 1,779 | 0 |
White Cliffs Interest | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment Income | 3,687 | 4,088 | 4,526 |
Other Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment Income | 722 | $ 467 | $ 0 |
Asset Management | Other Investments | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment Income | $ 700 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 560,000 | $ 85,000 |
Term Loan Credit Facility Unamortized Debt Issuance Costs | (979) | 0 |
Long-Term Debt | $ 559,021 | $ 85,000 |
Revolving Credit Facility, due March 9, 2023 | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.67% | 2.75% |
Long-term debt, gross | $ 60,000 | $ 85,000 |
Term Loan Credit Facility, due July 31, 2021 | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.42% | 0.00% |
Long-term debt, gross | $ 500,000 | $ 0 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | Jul. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 09, 2018 | Jan. 31, 2018 | Jan. 30, 2018 |
Line of Credit Facility [Line Items] | ||||||||
Repayment of revolving credit facility | $ 480,000,000 | $ 802,000,000 | $ 240,000,000 | $ 0 | ||||
Unamortized debt issuance expense | 2,700,000 | $ 1,400,000 | ||||||
Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 800,000,000 | $ 530,000,000 | $ 350,000,000 | |||||
Term Loan Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 500,000,000 | |||||||
Additional borrowing capacity available | $ 350,000,000 | |||||||
Commitment fee | 0.20% | 0.20% | ||||||
Term | 3 years | |||||||
Term Loan Credit Facility | Federal Funds Effective Swap Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread | 0.50% | |||||||
Term Loan Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread | 1.00% | |||||||
Term Loan Credit Facility | Base Rate | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread | 0.00% | |||||||
Term Loan Credit Facility | Base Rate | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread | 0.50% | |||||||
Term Loan Credit Facility | Eurodollar | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread | 1.00% | |||||||
Term Loan Credit Facility | Eurodollar | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread | 1.50% |
Asset Retirement Obligations -
Asset Retirement Obligations - Asset Retirement Obligation Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Asset Retirement Obligations, Beginning Balance | $ 10,416 | $ 5,415 |
Liabilities Incurred | 5,582 | 4,828 |
Revision of Estimate | 662 | (151) |
Accretion Expense | 670 | 324 |
Asset Retirement Obligations, Ending Balance | $ 17,330 | $ 10,416 |
Segment Information - Summarize
Segment Information - Summarized Financial Results by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Midstream Services — Affiliate | $ 281,162 | $ 224,401 | $ 160,724 | ||||||||
Revenues | $ 136,653 | $ 139,163 | $ 121,971 | $ 97,733 | $ 68,073 | $ 63,111 | $ 57,783 | $ 50,314 | 495,520 | 239,281 | 160,724 |
Cost of Crude Oil Sales | 136,368 | 0 | 0 | ||||||||
Direct Operating Expense | 84,482 | 54,007 | 29,107 | ||||||||
Depreciation and Amortization | 65,314 | 12,953 | 9,066 | ||||||||
Income (Loss) Before Income Taxes | 56,653 | $ 48,609 | $ 44,625 | $ 39,210 | 46,240 | $ 43,789 | $ 39,107 | $ 34,520 | 189,097 | 163,656 | 113,790 |
Intangible Assets, Net | 310,202 | 0 | 310,202 | 0 | |||||||
Goodwill | 109,734 | 0 | 109,734 | 0 | |||||||
Total Assets | 1,997,917 | 829,758 | 1,997,917 | 829,758 | 369,359 | ||||||
Additions to Long-Lived Assets | 758,998 | 390,326 | 32,584 | ||||||||
Midstream Services — Third Party | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Services and Sales Revenues - Third Party | 72,868 | 14,880 | 0 | ||||||||
Crude Oil Sales — Third Party | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Services and Sales Revenues - Third Party | 141,490 | 0 | 0 | ||||||||
Gathering Systems | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Midstream Services — Affiliate | 211,896 | 148,541 | 100,723 | ||||||||
Revenues | 406,909 | 152,512 | |||||||||
Cost of Crude Oil Sales | 136,368 | ||||||||||
Direct Operating Expense | 68,478 | 37,138 | 14,443 | ||||||||
Depreciation and Amortization | 63,055 | 10,687 | 7,361 | ||||||||
Income (Loss) Before Income Taxes | 137,203 | 104,687 | 78,919 | ||||||||
Intangible Assets, Net | 310,202 | 310,202 | |||||||||
Goodwill | 109,734 | 109,734 | |||||||||
Total Assets | 1,804,100 | 593,590 | 1,804,100 | 593,590 | 224,861 | ||||||
Additions to Long-Lived Assets | 735,425 | 373,857 | 30,020 | ||||||||
Gathering Systems | Midstream Services — Third Party | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Services and Sales Revenues - Third Party | 53,523 | 3,971 | |||||||||
Gathering Systems | Crude Oil Sales — Third Party | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Services and Sales Revenues - Third Party | 141,490 | ||||||||||
Fresh Water Delivery | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Midstream Services — Affiliate | 69,266 | 75,860 | 60,001 | ||||||||
Revenues | 88,611 | 86,769 | |||||||||
Cost of Crude Oil Sales | 0 | ||||||||||
Direct Operating Expense | 14,269 | 16,011 | 14,390 | ||||||||
Depreciation and Amortization | 2,259 | 2,266 | 1,705 | ||||||||
Income (Loss) Before Income Taxes | 72,083 | 68,492 | 43,906 | ||||||||
Intangible Assets, Net | 0 | 0 | |||||||||
Goodwill | 0 | 0 | |||||||||
Total Assets | 96,280 | 68,178 | 96,280 | 68,178 | 54,542 | ||||||
Additions to Long-Lived Assets | 23,018 | 16,469 | 2,564 | ||||||||
Fresh Water Delivery | Midstream Services — Third Party | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Services and Sales Revenues - Third Party | 19,345 | 10,909 | |||||||||
Fresh Water Delivery | Crude Oil Sales — Third Party | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Services and Sales Revenues - Third Party | 0 | ||||||||||
Investments and Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Midstream Services — Affiliate | 0 | 0 | 0 | ||||||||
Revenues | 0 | 0 | |||||||||
Cost of Crude Oil Sales | 0 | ||||||||||
Direct Operating Expense | 1,735 | 858 | 274 | ||||||||
Depreciation and Amortization | 0 | 0 | 0 | ||||||||
Income (Loss) Before Income Taxes | (20,189) | (9,523) | (9,035) | ||||||||
Intangible Assets, Net | 0 | 0 | |||||||||
Goodwill | 0 | 0 | |||||||||
Total Assets | $ 97,537 | $ 167,990 | 97,537 | 167,990 | 89,956 | ||||||
Additions to Long-Lived Assets | 555 | 0 | $ 0 | ||||||||
Investments and Other | Midstream Services — Third Party | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Services and Sales Revenues - Third Party | 0 | $ 0 | |||||||||
Investments and Other | Crude Oil Sales — Third Party | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Services and Sales Revenues - Third Party | $ 0 |
Unit-Based Compensation - Narra
Unit-Based Compensation - Narrative (Details) - Noble Midstream Partners LP 2016 Long-Term incentive Plan $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Authorized (in units) | 1,860,000 |
Units available for grant (in units) | 1,763,411 |
Restricted Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Cost not yet recognized | $ | $ 2.2 |
Period for recognition | 1 year 4 months 24 days |
Unit-Based Compensation - Unit
Unit-Based Compensation - Unit Award Activity (Details) - Noble Midstream Partners LP 2016 Long-Term incentive Plan - Restricted Units | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of Units | |
Awarded and Unvested Units, beginning balance (in units) | shares | 34,704 |
Awarded (in units) | shares | 54,017 |
Vested (in units) | shares | (11,049) |
Forfeited (in units) | shares | (6,253) |
Awarded and Unvested Units, ending balance (in units) | shares | 71,419 |
Weighted Average Award Date Fair Value | |
Awarded and Unvested Units, beginning balance (in dollars per share) | $ / shares | $ 45.10 |
Awarded (in dollars per share) | $ / shares | 54.80 |
Vested (in dollars per share) | $ / shares | 44.62 |
Forfeited (in dollars per share) | $ / shares | 51.92 |
Awarded and Unvested Units, ending balance (in dollars per share) | $ / shares | $ 51.92 |
Partnership Distributions - Nar
Partnership Distributions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 11, 2019 | Jan. 24, 2019 | Sep. 30, 2016 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 |
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Partner distribution period | 45 days | ||||||||||||
Maximum eligibility of available cash | 50.00% | ||||||||||||
Incentive distribution rights threshold ($ per unit) | $ 0.4313 | ||||||||||||
Distribution per Limited Partner Unit (in dollars per share) | $ 0.5597 | $ 0.5348 | $ 0.5110 | $ 0.4883 | $ 0.4665 | $ 0.4457 | $ 0.4108 | $ 0.4333 | |||||
Cash distribution to holder of IDRs | $ 1,462 | $ 1,134 | $ 819 | $ 520 | $ 223 | $ 92 | |||||||
Basic | |||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Distribution per Limited Partner Unit (in dollars per share) | $ 0.0408 | $ 0.3925 | |||||||||||
Basic | Subsequent Event | |||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Distribution per Limited Partner Unit (in dollars per share) | $ 0.5858 | ||||||||||||
General Partner | Subsequent Event | |||||||||||||
Distribution Made to Limited Partner [Line Items] | |||||||||||||
Cash distribution to holder of IDRs | $ 2,400 |
Partnership Distributions - Dis
Partnership Distributions - Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2016 | Dec. 31, 2018 | Sep. 30, 2018 | 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 Limited Partner Unit (in dollars per share) | $ 0.5597 | $ 0.5348 | $ 0.5110 | $ 0.4883 | $ 0.4665 | $ 0.4457 | $ 0.4108 | $ 0.4333 | ||
Distribution to Limited Partners | $ 23,621 | $ 22,306 | $ 21,048 | $ 19,851 | $ 16,971 | $ 16,089 | $ 13,066 | $ 13,782 | ||
Holder of IDRs | 1,462 | 1,134 | 819 | 520 | 223 | 92 | ||||
Basic | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Distribution per Limited Partner Unit (in dollars per share) | $ 0.0408 | $ 0.3925 | ||||||||
Distribution to Limited Partners | 13,258 | 12,668 | 12,103 | 11,566 | 9,330 | 8,909 | 6,533 | 6,891 | ||
Subordinated Units | ||||||||||
Distribution Made to Limited Partner [Line Items] | ||||||||||
Distribution to Limited Partners | $ 8,901 | $ 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 - Calculation of Net Income per Limited Partner Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net Income Attributable to Noble Midstream Partners LP | $ 162,734 | $ 140,572 | $ 28,458 | ||||||||
Less: Net Income Attributable to Incentive Distribution Rights | 5,836 | 835 | 0 | ||||||||
Net Income Attributable to Limited Partners | $ 39,751 | $ 43,155 | $ 35,450 | $ 38,542 | $ 42,448 | $ 41,447 | $ 31,500 | $ 24,342 | $ 156,898 | $ 139,737 | $ 28,458 |
Antidilutive Restricted Units (in shares) | 24 | 4 | 0 | ||||||||
Basic | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net Income Attributable to Limited Partners | $ 93,875 | $ 75,076 | $ 14,229 | ||||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted (in dollars per share) | $ 1 | $ 1.09 | $ 0.9 | $ 0.97 | $ 1.16 | $ 1.15 | $ 0.98 | $ 0.77 | $ 3.96 | $ 4.10 | $ 0.89 |
Weighted Average Limited Partner Units Outstanding — Basic (in shares) | 23,686 | 18,192 | 15,903 | ||||||||
Weighted Average Limited Partner Units Outstanding — Diluted (in shares) | 23,701 | 18,204 | 15,903 | ||||||||
Subordinated Units | |||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||
Net Income Attributable to Limited Partners | $ 63,023 | $ 64,661 | $ 14,229 | ||||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted (in dollars per share) | $ 1 | $ 1.09 | $ 0.9 | $ 0.97 | $ 1.16 | $ 1.15 | $ 0.98 | $ 0.77 | $ 3.96 | $ 4.10 | $ 0.89 |
Weighted Average Limited Partner Units Outstanding — Basic (in shares) | 15,903 | 15,903 | 15,903 | ||||||||
Weighted Average Limited Partner Units Outstanding — Diluted (in shares) | 15,903 | 15,903 | 15,903 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 19, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Current | $ 15,450 | |||
Deferred | 12,838 | |||
Total Income Tax Provision | $ 221 | $ 20 | $ 28,288 | |
Effective Tax Rate | 38.10% | 24.90% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
General and administrative expense — affiliate | $ 7,493 | $ 7,323 | $ 6,984 |
Discounted present value of future lease payments | 3,200 | ||
Noble Energy | |||
Related Party Transaction [Line Items] | |||
General and administrative expense — affiliate | $ 6,900 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Purchase Obligations | |
2,019 | $ 3,637 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
2,023 | 0 |
2024 and Beyond | 0 |
Total | 3,637 |
Future Minimum Capital Lease Payments | |
2,019 | 3,231 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
2,023 | 0 |
2024 and Beyond | 0 |
Total | 3,231 |
Future Minimum Operating Lease Payments | |
Lease Obligations | |
2,019 | 1,733 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
2,023 | 0 |
2024 and Beyond | 0 |
Total | 1,733 |
Surface Lease Obligations | |
Lease Obligations | |
2,019 | 129 |
2,020 | 129 |
2,021 | 130 |
2,022 | 89 |
2,023 | 89 |
2024 and Beyond | 2,180 |
Total | 2,746 |
Omnibus Fees | |
Contractual Obligations | |
2,019 | 6,850 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
2,023 | 0 |
2024 and Beyond | 0 |
Total | 6,850 |
Transportation Fees | |
Contractual Obligations | |
2,019 | 1,825 |
2,020 | 605 |
2,021 | 0 |
2,022 | 0 |
2,023 | 0 |
2024 and Beyond | 0 |
Total | $ 2,430 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) $ in Millions | Feb. 07, 2019USD ($) | Jan. 31, 2019USD ($) | Oct. 02, 2018MMBbls | Feb. 15, 2019USD ($) | Aug. 02, 2018 |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Line of credit, amount outstanding | $ 260 | ||||
EPIC Y-Grade Pipeline | |||||
Subsequent Event [Line Items] | |||||
Equity interest percent | 15.00% | ||||
EPIC Y-Grade Pipeline | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Capital contributions | $ 103 | ||||
EPIC Crude Oil Pipeline | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Equity interest percent | 30.00% | ||||
Delaware Crossing JV | |||||
Subsequent Event [Line Items] | |||||
Pipeline system, daily capacity | MMBbls | 160 | ||||
Delaware Crossing JV | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Capital contributions | $ 38 |
Supplemental Quarterly Inform_3
Supplemental Quarterly Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 19, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total Revenues | $ 136,653 | $ 139,163 | $ 121,971 | $ 97,733 | $ 68,073 | $ 63,111 | $ 57,783 | $ 50,314 | $ 495,520 | $ 239,281 | $ 160,724 | ||
Operating Income | 55,461 | 48,249 | 42,215 | 37,375 | 44,887 | 42,750 | 37,566 | 33,722 | 183,300 | 158,925 | 112,637 | ||
Income Before Income Taxes | 56,653 | 48,609 | 44,625 | 39,210 | 46,240 | 43,789 | 39,107 | 34,520 | 189,097 | 163,656 | 113,790 | ||
Net Income | 56,595 | 48,703 | 44,442 | 39,136 | 46,253 | 43,756 | 39,107 | 34,520 | $ 39,512 | $ 45,990 | 188,876 | 163,636 | 85,502 |
Net Income Attributable to Limited Partners | $ 39,751 | $ 43,155 | $ 35,450 | $ 38,542 | $ 42,448 | $ 41,447 | $ 31,500 | $ 24,342 | 156,898 | 139,737 | 28,458 | ||
Basic | |||||||||||||
Net Income Attributable to Limited Partners | $ 93,875 | $ 75,076 | $ 14,229 | ||||||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted (in dollars per share) | $ 1 | $ 1.09 | $ 0.9 | $ 0.97 | $ 1.16 | $ 1.15 | $ 0.98 | $ 0.77 | $ 3.96 | $ 4.10 | $ 0.89 | ||
Subordinated Units | |||||||||||||
Net Income Attributable to Limited Partners | $ 63,023 | $ 64,661 | $ 14,229 | ||||||||||
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted (in dollars per share) | $ 1 | $ 1.09 | $ 0.9 | $ 0.97 | $ 1.16 | $ 1.15 | $ 0.98 | $ 0.77 | $ 3.96 | $ 4.10 | $ 0.89 |