Document
false0001647513 0001647513 2020-05-08 2020-05-08


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2020
 
NOBLE MIDSTREAM PARTNERS LP
(Exact name of Registrant as specified in its charter) 
 
 
 
 
 
 
 
 
Delaware
 
001-37640
 
47-3011449
(State or other jurisdiction of
incorporation or organization)
 
Commission
File Number
 
(I.R.S. Employer
Identification No.)
 
 
 
 
1001 Noble Energy Way
 
 
 
77070
Houston,
Texas
 
 
 
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant’s telephone number, including area code: (281) 872-3100
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Units, Representing Limited Partner Interests
 
NBLX
 
The Nasdaq Stock Market LLC
 
 
 
 
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 2.02. Results of Operations and Financial Condition.
On May 8, 2020, Noble Midstream Partners LP (the “Partnership”) issued a press release announcing results for the fiscal quarter ended March 31, 2020. A copy of the press release issued by the Partnership is furnished as Exhibit 99.1 to this Current Report and will be published on the Partnership’s website at www.nblmidstream.com.
The information in this Item 2.02 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 7.01. Regulation FD Disclosure.
In addition, on May 8, 2020, the Partnership posted a first quarter presentation on the Partnership’s website at www.nblmidstream.com.
The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
 
99.1
 
104
Cover page Interactive Data File (embedded within the Inline XBRL document).





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
NOBLE MIDSTREAM PARTNERS LP
 
 
 
 
By: Noble Midstream GP, LLC,
       Its General Partner
 
 
 
 
 
 
Date:
May 8, 2020
 
 
By: 
 
/s/ Thomas W. Christensen
 
 
 
 
 
 
Thomas W. Christensen
 
 
 
 
 
 
Chief Financial Officer



Exhibit
  
 
Exhibit 99.1

NEWS RELEASE
 
 
 
May 8, 2020
Noble Midstream Partners Reports First Quarter 2020 Results
1Q20 Actions Position NBLX to Self Fund in 2Q20 and Beyond
Houston, Texas -Noble Midstream Partners LP (NASDAQ: NBLX) (Noble Midstream or the Partnership) today reported first-quarter 2020 financial and operational results. The Partnership’s results are consolidated to include Noble Midstream’s 54.4% ownership of Black Diamond Gathering, LLC (Black Diamond Gathering).
Certain results are shown as “attributable to the Partnership,” which exclude the non-controlling interests in Black Diamond Gathering retained by Greenfield Midstream. Noble Midstream believes the results “attributable to the Partnership” provide the best representation of the ongoing operations from which the Partnership’s unitholders will benefit.
First-Quarter 2020 and Recent Highlights
Gathered 335 thousand barrels of gross oil and gas equivalent per day (MBoe/d) and 204 thousand barrels of produced water per day (MBw/d)
Generated $10 million of Net Income, $107 million of Adjusted Net EBITDA1 and $94 million of Distributable Cash Flow1 attributable to the Partnership
Closed the acquisition of Black Diamond’s 20% interest in the Saddlehorn Pipeline in the DJ Basin, increasing Noble Midstream’s exposure to high-quality, contracted cash flows
Commenced full service from the EPIC Crude pipeline (30% interest), connecting the Delaware Basin to Gulf Coast refining and export capacity
Commenced full service on the Delaware Crossing intermediate oil pipeline (50% interest), connecting the southern Delaware Basin to a growing pricing hub in Wink, Texas


1 Adjusted EBITDA, DCF and Distribution Coverage Ratio are not Generally Accepted Accounting Principles (GAAP) measures. Definitions and reconciliations of these non-GAAP measures to their most directly comparable GAAP reporting measures appear in Schedule 4 of the financial tables which follow.
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“Noble Midstream extended the positive momentum from the back half of 2019 and began 2020 with strong first quarter results. We have adjusted to the current macro challenges and will continue to focus on safely executing projects and managing daily operations for all of our customers. We offer best-in-class connectivity to major market hubs, with improving operational and cost efficiencies in each part of the business.” stated Brent J. Smolik, Chief Executive Officer of the general partner of Noble Midstream.

Full-Year 2020 Updated Guidance Highlights
Lowered 2020 net organic capital by an incremental $65 million, totaling $140 million or more than 65% from original 2020 guidance, to a range of $60 to $80 million
Reduced annual operating expenses outlook by ~15% or $15 to $20 million through continued efficiencies, deferred work, and G&A cost reductions
Preserved approximately $200 million in cash flow in 2020 by reducing the quarterly distribution nearly 75% to $0.1875 per unit and suspending the growth rate
Revised the 2020 net adjusted EBITDA range to $370 to $410 million and DCF range to $280 to $310 million
Tightened the Equity Investment capital range to $240 million to $260 million to reflect the completion of the EPIC Crude mainline and closing of the Saddlehorn acquisition

“Noble Midstream responded quickly to the challenging market environment by reducing organic capital, deferring project expenditures and reducing our quarterly distribution. These measures minimize the cash flow impact from lower expected producer activity and enable the Partnership to reduce total debt, even in a low to no activity environment. Our portfolio benefits from strong base volumes from our gathering business and growing cash flow from our transmission segments. With the flex down of our organic capital program, and our equity-investment pipelines online, Noble Midstream is positioned to self fund, including distributions, starting this quarter.” stated Smolik.
Quarterly Financials Beat Guidance
First-quarter 2020 revenue totaled $224 million, up 17% sequentially, driven by the fourth-quarter 2019 DevCo interest acquisition as well as higher than expected volume from gathering and crude oil sales. Total operating

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expenses were $249 million, up sequentially from the November 2019 acquisition as well as an $110 million goodwill impairment charge. The impairment was related to the acquisition of the Saddle Butte Rockies Midstream, LLC in 2018. Field operating expenses were lower and down 20% per barrel equivalent, led by project deferrals, lower contractor labor and supply chain cost savings.
First-quarter 2020 capital expenditures of $43 million came in below the low end of guidance and were primarily comprised of well connections in the DJ and Delaware Basins. This outperformance on capital benefited from sustaining 2019 capital efficiencies, continued cost saving initiatives, and focus on optimizing projects scopes and schedule deferrals. Maintenance capital expenditures attributable to the Partnership totaled $8 million. Distributable cash flow attributable to the Partnership equaled $94 million, and with the recent distribution policy change, led to a Distribution Coverage Ratio of 5.5x.
Equity investments during first-quarter 2020 totaled $148 million, below guidance, due to EPIC capital calls moving into second quarter. This primarily included capital contributions of $30 million related to EPIC Crude, $14 million for EPIC Y-Grade and EPIC Propane, $17 million for the Delaware Crossing joint ventures and $87 million net to the Partnership for the 20% Saddlehorn acquisition.
Quarterly Gathering Volume above Guidance
In the Partnership's wholly-owned DJ Basin assets, Noble Midstream connected 41 wells in the first-quarter 2020, including 20 wells in the Mustang area, 9 connections in Wells Ranch and 12 wells in Greeley Crescent. Oil and gas gathering throughput was 160 MBoe/d and average produced water volumes were 42 MBw/d.
Black Diamond oil gathering throughput volumes averaged 92 MBo/d and oil sales volumes were 20 MBo/d. The Partnership connected 69 wells on Black Diamond's gathering system, lower sequentially due to phasing into the second quarter. Net DJ Basin capital expenditures totaled $21 million.
In the Delaware Basin, quarterly oil and gas gathering throughput was 82 MBoe/d, flat quarter-over-quarter. Produced water gathering volumes of 162 MBw/d were down 11% on a sequential basis. The Partnership connected 30 wells, including 8 third-party customer wells. Delaware Basin net capital expenditures totaled $22 million.

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Pipeline JV Investments Driving Cash Flow Inflection
The Partnership’s equity investment ventures generated a slight positive EBITDA in the first-quarter 2020, impacted by the start-up of EPIC Crude and the 20% gross acquisition of the Saddlehorn pipeline. EPIC interim crude service ended in March and transitioned to the Crude mainline in April.
The Saddlehorn acquisition in the DJ Basin closed effective February 1, 2020. First-quarter 2020 volumes on the Saddlehorn pipeline averaged approximately 179 MBo/d. Volumes on the Advantage Pipeline system averaged 93 MBo/d, compared to 89 MBo/d during the fourth-quarter 2019.
Construction of the mainline on Delaware Crossing finished in March with first volumes to Wink, Texas occurring in early April. The Partnership anticipates minimal additional equity investment requirements for Delaware Crossing.
Protecting the Balance Sheet
As of March 31, 2020, the Partnership had $418 million in liquidity. During the quarter, the Partnership reduced the quarterly distribution by 73% with no planned growth. As a result, on April 27, 2020, the Board of Directors of Noble Midstream’s general partner, Noble Midstream GP LLC, declared a first quarter cash distribution of $0.1875 per unit. This reduction preserves approximately $200 million in annual cash flow.
2020 Outlook Updated Based on Reduced Producer Activity and Curtailment Scenarios
Noble Midstream has updated 2020 organic capital expenditures to a range of $60 to $80 million to reflect sustainable costs savings and lower expected customer activity. Noble Midstream has tightened the range of equity investment capital to $240 to $260 million.
Noble Midstream now estimates approximately 45 Noble Energy well connections in the DJ Basin for 2020 and 28 in the Delaware Basin, all occurring by the end of April. The Partnership still anticipates more than 150 well connections in 2020 from third parties in the DJ Basin.
With the volatility in crude pricing and uncertainty around producer curtailments and duration, Noble Midstream has suspended 2020 volume guidance and will not provide second-quarter guidance. The Partnership has analyzed multiple scenarios and provided financial and operating ranges. In the upper range of guidance, Noble Midstream forecasts moderate producer curtailments for a 1-2 month period, starting in June. In the lower range, the

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Partnership has assumed significant curtailments, starting in June and continuing through August. In both scenarios, Noble Midstream does not anticipate material incremental completion activity until early 2021.
Noble Midstream now anticipates a 2020 net adjusted EBITDA range of $370 to $410 million and a Distributable Cash Flow range of $280 to $310 million. Due to the ongoing capital reductions and reduced distribution, the Distribution Coverage Ratio remains above 4.0x in 2020. Even with curtailments, the Partnership anticipates Net Debt to 2020 TTM EBITDA in a range of 3.9x to 4.3x, and below the 5.0x threshold in the Partnership's revolving credit facility covenant.
 
1Q20
Gross Volumes
Actuals
Oil and Gas Gathered (MBoe/d)
335
Produced Water Gathered (MBw/d)
204
Fresh Water Delivered (MBw/d)
227
 
 
Financials (in millions)
 
Net Income Attributable to the Partnership
$10
Net Adjusted EBITDA (1)
$107
Distributable Cash Flow (1)
$94
Distribution Coverage Ratio (1)
5.5x
 
 
Net Capital, Excluding Equity Investments
$43
(1) 
Adjusted EBITDA, DCF, and Distribution Coverage Ratio are not financial measures calculated in accordance with Generally Accepted Accounting Principles (“GAAP”). For definitions of these non-GAAP measures, see “Non-GAAP Financial Measures” below.
 
 
2020 Guidance
Financials (in millions)
 
 
 
 
Net Adjusted EBITDA (1)
 
$370
-
$410
Distributable Cash Flow (1)
 
$280
-
$310
Net Debt to TTM EBITDA
 
3.9x
-
4.3x
Distribution Coverage Ratio (1)
 
4.0x
-
4.5x
 
 
 
 
 
2020 Organic Capital
 
$60
-
$80
Equity Investment Capital
 
$240
-
$260
(1) 
Adjusted EBITDA, DCF, and Distribution Coverage Ratio are not financial measures calculated in accordance with Generally Accepted Accounting Principles (“GAAP”). For definitions of these non-GAAP measures, see “Non-GAAP Financial Measures” below.
Further details with respect to the first quarter results and guidance can be found in the supplemental presentation on the Partnership's website, www.nblmidstream.com.
Conference Call
Noble Midstream will host a webcast and conference call today, May 8, at 10:00 a.m. Central Time to discuss first quarter 2020 financial and operational results. Conference call numbers for participation are 877-883-0383, or 412-902-6506 for international calls. The passcode number is 5936310. The live audio webcast and related

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presentation material is accessible on the Investors page of the Partnerships website at www.nblmidstream.com. A replay of the conference call will be available at the same web location following the event.
About Noble Midstream
Noble Midstream is a growth-oriented master limited partnership formed by Noble Energy, Inc. to own, operate, develop and acquire domestic midstream infrastructure assets. Noble Midstream currently provides crude oil, natural gas, and water-related midstream services in the DJ Basin in Colorado and the Delaware Basin in Texas. For more information, please visit www.nblmidstream.com.

Forward Looking Statements
This news release contains forward-looking statements within the meaning of the federal securities laws. Forward looking statements are predictive in nature, depend upon or refer to future events or conditions or include the words “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “on schedule,” “strategy” and other similar expressions that are predictions of or indicate future events and trends and that do not relate to historical matters. Our forward-looking statements may include statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the impact of such expenditures on our performance, the costs of being a publicly traded partnership and our capital programs. In addition, our forward-looking statements address the various risks and uncertainties associated with the extraordinary market environment and impacts resulting from the COVID-19 pandemic and the actions of foreign oil producers (most notably Saudi Arabia and Russia) to increase crude oil production and the expected impact on our businesses, operations, earnings and results.
Forward-looking statements are not guarantees of future performance and are based on certain assumptions and bases, and subject to certain risks, uncertainties and other factors, many of which are beyond our control and difficult to predict, and not all of which can be disclosed in advance. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. You are cautioned not to place undue reliance on

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any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties.
Non-GAAP Financial Measures
This news release also contains certain non-GAAP measures of financial performance that management believes are good tools for internal use and the investment community in evaluating Noble Midstream’s overall financial performance. Please see the attached schedules for reconciliations of the non-GAAP financial measures used in this news release to the most directly comparable GAAP financial measures.

Contact:
Park Carrere
Investor Relations
(281) 872-3208
park.carrere@nblmidstream.com


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Schedule 1
Noble Midstream Partners LP
Revenue and Throughput Volume Statistics
(unaudited)
 
Three Months Ended March 31,
 
2020
 
2019
DJ Basin
 
 
 
Crude Oil Sales Volumes (Bbl/d)
19,668

 
7,029

Crude Oil Gathering Volumes (Bbl/d)
183,106

 
182,213

Natural Gas Gathering Volumes (MMBtu/d)
499,204

 
418,203

Natural Gas Processing Volumes (MMBtu/d)
42,668

 
52,349

Produced Water Gathering Volumes (Bbl/d)
42,094

 
38,044

Fresh Water Delivery Volumes (Bbl/d)
226,937

 
219,714

 
 
 
 
Delaware Basin
 
 
 
Crude Oil Gathering Volumes (Bbl/d)
58,556

 
42,160

Natural Gas Gathering Volumes (MMBtu/d)
182,282

 
100,545

Produced Water Gathering Volumes (Bbl/d)
162,178

 
123,977

 
 
 
 
Total Gathering Systems
 
 
 
Crude Oil Sales Volumes (Bbl/d)
19,668

 
7,029

Crude Oil Gathering Volumes (Bbl/d)
241,662

 
224,373

Natural Gas Gathering Volumes (MMBtu/d)
681,486

 
518,748

Barrels of Oil Equivalent (Boe/d) (1)
335,492

 
295,759

Natural Gas Processing Volumes (MMBtu/d)
42,668

 
52,349

Produced Water Gathering Volumes (Bbl/d)
204,272

 
162,021

 
 
 
 
Total Fresh Water Delivery
 
 
 
Fresh Water Delivery Volumes (Bbl/d)
226,937

 
219,714

(1) 
Includes crude oil sales volumes that are transported on our gathering systems and sold to third-party customers.

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Schedule 2
Noble Midstream Partners LP
Consolidated Statement of Operations
(in thousands, except per unit amounts, unaudited)
 
Three Months Ended March 31,
 
2020
 
2019
Revenues
 
 
 
Gathering and Processing Affiliate
$
89,298

 
$
75,380

Gathering and Processing — Third Party
21,968

 
19,232

Fresh Water Delivery Affiliate
23,599

 
27,587

Fresh Water Delivery — Third Party
4,174

 
3,809

Crude Oil Sales — Third Party
82,363

 
32,870

Other — Affiliate
887

 
836

Other — Third Party
1,756

 
988

Total Revenues
224,045

 
160,702

Costs and Expenses
 
 
 
Cost of Crude Oil Sales
79,859

 
30,898

Direct Operating
26,850

 
30,423

Depreciation and Amortization
25,931

 
23,033

General and Administrative
5,486

 
4,361

Goodwill Impairment
109,734

 

Other Operating Expense
1,286

 

Total Operating Expenses
249,146

 
88,715

Operating (Loss) Income
(25,101
)
 
71,987

Other Expense (Income)
 
 
 
Interest Expense, Net of Amount Capitalized
6,857

 
5,228

Investment Loss (Income)
5,409

 
(2,341
)
Total Other Expense (Income)
12,266

 
2,887

(Loss) Income Before Income Taxes
(37,367
)
 
69,100

Income Tax Provision
149

 
1,309

Net (Loss) Income
(37,516
)
 
67,791

Less: Net Income Prior to the Drop-Down and Simplification Transaction

 
4,536

Net (Loss) Income Subsequent to the Drop-Down and Simplification Transaction
(37,516
)
 
63,255

Less: Net (Loss) Income Attributable to Noncontrolling Interests
(47,619
)
 
19,696

Net Income Attributable to Noble Midstream Partners LP
10,103

 
43,559

Less: Net Income Attributable to Incentive Distribution Rights

 
3,507

Net Income Attributable to Limited Partners
$
10,103

 
$
40,052

 
 
 
 
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted
 
 
 
Common Units
$
0.11

 
$
1.01

Subordinated Units
$

 
$
1.01

 
 
 
 
Weighted Average Limited Partner Units Outstanding  Basic
 
 
 
Common Units
90,152

 
23,696

Subordinated Units

 
15,903

 
 
 
 
Weighted Average Limited Partner Units Outstanding  Diluted
 
 
 
Common Units
90,164

 
23,721

Subordinated Units

 
15,903


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Schedule 3
Noble Midstream Partners LP
Consolidated Balance Sheet
(in thousands, unaudited)
 
March 31,
2020
 
December 31,
2019
ASSETS
 
 
 
Current Assets
 
 
 
Cash and Cash Equivalents
$
17,656

 
$
12,676

Accounts Receivable — Affiliate
45,149

 
42,428

Accounts Receivable — Third Party
34,464

 
44,093

Other Current Assets
10,148

 
8,730

Total Current Assets
107,417

 
107,927

Property, Plant and Equipment
 
 
 
Total Property, Plant and Equipment, Gross
2,053,503

 
2,006,995

Less: Accumulated Depreciation and Amortization
(260,734
)
 
(244,038
)
Total Property, Plant and Equipment, Net
1,792,769

 
1,762,957

Investments
871,030

 
660,778

Intangible Assets, Net
269,847

 
277,900

Goodwill

 
109,734

Other Noncurrent Assets
5,911

 
6,786

Total Assets
$
3,046,974

 
$
2,926,082

LIABILITIES, MEZZANINE EQUITY AND EQUITY
 
 
 
Current Liabilities
 
 
 
Accounts Payable — Affiliate
$
8,701

 
$
8,155

Accounts Payable — Trade
98,271

 
107,705

Other Current Liabilities
12,885

 
11,680

Total Current Liabilities
119,857

 
127,540

Long-Term Liabilities
 
 
 
Long-Term Debt
1,650,799

 
1,495,679

  Asset Retirement Obligations
38,357

 
37,842

Other Long-Term Liabilities
4,031

 
4,160

Total Liabilities
1,813,044

 
1,665,221

Mezzanine Equity
 
 
 
Redeemable Noncontrolling Interest, Net
109,281

 
106,005

Equity
 
 
 
Common Units (90,161 and 90,136 units outstanding, respectively)
759,145

 
813,999

Noncontrolling Interests
365,504

 
340,857

Total Equity
1,124,649

 
1,154,856

Total Liabilities, Mezzanine Equity and Equity
$
3,046,974

 
$
2,926,082



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Schedule 4
Noble Midstream Partners LP
Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures
Non-GAAP Financial Measures
This news release, the financial tables and other supplemental information include Adjusted EBITDA, Distributable Cash Flow, and Distribution Coverage Ratio, all of which are non-GAAP measures which may be used periodically by management when discussing our financial results with investors and analysts.
We define Adjusted EBITDA as net income before income taxes, net interest expense, depreciation and amortization, transaction expenses, unit-based compensation and certain other items that we do not view as indicative of our ongoing performance. Additionally, Adjusted EBITDA reflects the adjusted earnings impact of our equity method investments by adjusting our equity earnings or losses from our equity method investments to reflect our proportionate share of the EBITDA of such equity method investments.
Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:
our operating performance as compared to those of other companies in the midstream energy industry, without regard to financing methods, historical cost basis or capital structure;
the ability of our assets to generate sufficient cash flow to make distributions to our partners;
our ability to incur and service debt and fund capital expenditures; and
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
We define distributable cash flow as Adjusted EBITDA plus distributions received from our equity method investments less our proportionate share of Adjusted EBITDA from such equity method investments, estimated maintenance capital expenditures and cash interest paid.
Distributable Cash Flow is used by management to evaluate our overall performance. Our partnership agreement requires us to distribute all available cash on a quarterly basis, and Distributable Cash Flow is one of the factors used by the board of directors of our general partner to help determine the amount of available cash that is available to our unitholders for a given period. We define Distribution Coverage Ratio as Distributable Cash Flow divided by total distributions declared. The Distribution Coverage Ratio is used by management to illustrate our ability to make our distributions each quarter.
We believe that the presentation of Adjusted EBITDA, Distributable Cash Flow, and Distribution Coverage Ratio provide information useful to investors in assessing our financial condition and results of operations. The GAAP measure most directly comparable to Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio is net income. Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio should not be considered alternatives to net income or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio exclude some, but not all, items that affect net income, and these measures may vary from those of other companies. As a result, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio as presented herein may not be comparable to similarly titled measures of other companies.
In addition to Net Income, the GAAP measure most directly comparable to Adjusted EBITDA and Distributable Cash Flow is net cash provided by operating activities. Adjusted EBITDA and Distributable Cash Flow should not be considered alternatives to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Due to the forward-looking nature of net cash provided by operating activities, management cannot reliably predict certain of the necessary components of the most directly comparable forward-looking GAAP measures, such as future impairments and future changes in working capital. Accordingly, Noble Midstream is unable to present a quantitative reconciliation of the aforementioned forward-looking non-GAAP financial measures to net cash provided by operating activities. Amounts excluded from these non-GAAP measures in future periods could be significant.

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Schedule 4 (Continued)
Noble Midstream Partners LP
Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures

Reconciliation of Net Income (GAAP) to Adjusted EBITDA and Distributable Cash Flow (Non-GAAP)
(in thousands, unaudited)
 
Three Months Ended March 31,
 
2020
 
2019
Reconciliation from Net Income (GAAP)
 
 
 
Net (Loss) Income (GAAP)
$
(37,516
)
 
$
67,791

Add:
 
 
 
Depreciation and Amortization
25,931

 
23,033

Interest Expense, Net of Amount Capitalized
6,857

 
5,228

Income Tax Provision
149

 
1,309

Transaction and Integration Expenses
181

 
57

Proportionate Share of Equity Method Investment EBITDA Adjustments
8,912

 
2,003

Goodwill Impairment
109,734

 

Unit-Based Compensation and Other
516

 
545

Adjusted EBITDA (Non-GAAP)
114,764

 
99,966

Less:
 
 
 
Adjusted EBITDA Prior to Drop-Down and Simplification Transaction

 
9,418

Adjusted EBITDA Subsequent to Drop-Down and Simplification Transaction
114,764

 
90,548

Less:
 
 
 
Adjusted EBITDA Attributable to Noncontrolling Interests
7,553

 
27,698

Adjusted EBITDA Attributable to Noble Midstream Partners LP (Non-GAAP)
107,211

 
62,850

Add:
 
 
 
Distributions from Equity Method Investments Attributable to Noble Midstream Partners LP
6,414

 
6,659

Less:
 
 
 
Proportionate Share of Equity Method Investment EBITDA Attributable to Noble Midstream Partners LP
10

 
3,031

Cash Interest Paid
11,549

 
6,558

Maintenance Capital Expenditures
8,346

 
5,955

Distributable Cash Flow of Noble Midstream Partners LP (Non-GAAP)
$
93,720

 
$
53,965

Distributions (Declared)
$
16,906

 
$
27,792

Distribution Coverage Ratio (Declared)
5.5x

 
1.9x



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Reconciliation of Net Cash Provided by Operating Activities (GAAP) to Adjusted EBITDA
and Distributable Cash Flow (Non-GAAP)
(in thousands, unaudited)
 
Three Months Ended March 31,
 
2020
 
2019
Reconciliation from Net Cash Provided by Operating Activities (GAAP)
 
 
 
Net Cash Provided by Operating Activities (GAAP)
$
118,383

 
$
95,321

Add:
 
 
 
Interest Expense, Net of Amount Capitalized
6,857

 
5,228

Changes in Operating Assets and Liabilities
(2,896
)
 
3,098

Transaction and Integration Expenses
181

 
57

Equity Method Investment EBITDA Adjustments
(6,281
)
 
(3,628
)
Other Adjustments
(1,480
)
 
(110
)
Adjusted EBITDA (Non-GAAP)
114,764

 
99,966

Less:
 
 
 
Adjusted EBITDA Prior to Drop-Down and Simplification Transaction

 
9,418

Adjusted EBITDA Subsequent to Drop-Down and Simplification Transaction
114,764

 
90,548

Less:
 
 
 
Adjusted EBITDA Attributable to Noncontrolling Interests
7,553

 
27,698

Adjusted EBITDA Attributable to Noble Midstream Partners LP (Non-GAAP)
107,211

 
62,850

Add:
 
 
 
Distributions from Equity Method Investments Attributable to Noble Midstream Partners LP
6,414

 
6,659

Less:
 
 
 
Proportionate Share of Equity Method Investment EBITDA Attributable to Noble Midstream Partners LP
10

 
3,031

Cash Interest Paid
11,549

 
6,558

Maintenance Capital Expenditures
8,346

 
5,955

Distributable Cash Flow of Noble Midstream Partners LP (Non-GAAP)
$
93,720

 
$
53,965

Distributions (Declared)
$
16,906

 
$
27,792

Distribution Coverage Ratio (Declared)
5.5x

 
1.9x
























13



Schedule 4 (Continued)
Noble Midstream Partners LP
Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures

Reconciliation of 2020 GAAP Guidance to 2020 Non-GAAP Guidance
(in millions, unaudited)
 
2020 Guidance
 
Full Year
Reconciliation from Net Income (GAAP) to Distributable Cash Flow (Non-GAAP)
 
Net Income (GAAP)
$
125

Add:
 
Depreciation and Amortization
105

Interest Expense, Net of Amount Capitalized
30

Proportionate Share of Equity Method Investment EBITDA Adjustments
50

Goodwill Impairment
110

Other
3

Adjusted EBITDA (Non-GAAP)
423

Adjusted EBITDA Attributable to Noncontrolling Interests
33

Adjusted EBITDA Attributable to Noble Midstream Partners LP
390

Plus:
 
Distributions from Equity Method Investments

25

Less:
 
Proportionate Share of Equity Method Investment Adjusted EBITDA
40

Maintenance Capital Expenditures and Cash Interest Paid
75

Distributable Cash Flow of Noble Midstream Partners LP
$
300

Distribution Coverage Ratio
4.0x - 4.5x



14
v3.20.1
Cover Page
May 08, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 08, 2020
Entity Registrant Name NOBLE MIDSTREAM PARTNERS LP
Entity Incorporation, State or Country Code DE
Entity File Number 001-37640
Entity Tax Identification Number 47-3011449
Entity Address, Address Line One 1001 Noble Energy Way
Entity Address, City or Town Houston,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77070
City Area Code 281
Local Phone Number 872-3100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Units, Representing Limited Partner Interests
Trading Symbol NBLX
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001647513