UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
OR
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to_____
Commission file number: 001-37640
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(281 ) 872-3100
(Registrant’s telephone number, including area code)
| Securities registered pursuant to section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| (Nasdaq Global Select Market) | ||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | ☒ | Non-accelerated filer ☐ | Smaller reporting company | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of March 31, 2021, the registrant had 90,362,206 Common Units outstanding.
Table of Contents
Part I. Financial Information | |||||
Item 1. Financial Statements | |||||
Item 4. Controls and Procedures | |||||
Part II. Other Information | |||||
Item 1. Legal Proceedings | |||||
Item 1A. Risk Factors | |||||
Item 6. Exhibits | |||||
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Part I. Financial Information
Item 1. Financial Statements
Noble Midstream Partners LP
Consolidated Balance Sheets
(in thousands, unaudited)
| March 31, 2021 | December 31, 2020 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and Cash Equivalents | $ | $ | |||||||||
| Accounts Receivable — Affiliate | |||||||||||
| Accounts Receivable — Third Party | |||||||||||
| Other Current Assets | |||||||||||
| Total Current Assets | |||||||||||
| Property, Plant and Equipment | |||||||||||
| Total Property, Plant and Equipment, Gross | |||||||||||
| Less: Accumulated Depreciation and Amortization | ( | ( | |||||||||
| Total Property, Plant and Equipment, Net | |||||||||||
| Investments | |||||||||||
| Intangible Assets, Net | |||||||||||
| Other Noncurrent Assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| LIABILITIES, MEZZANINE EQUITY AND EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts Payable — Affiliate | $ | $ | |||||||||
| Accounts Payable — Trade | |||||||||||
| Current Portion of Debt | |||||||||||
| Other Current Liabilities | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-Term Liabilities | |||||||||||
| Long-Term Debt | |||||||||||
| Asset Retirement Obligations | |||||||||||
| Other Long-Term Liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Mezzanine Equity | |||||||||||
| Redeemable Noncontrolling Interest, Net | |||||||||||
| Equity | |||||||||||
Common Units ( | |||||||||||
| Noncontrolling Interests | |||||||||||
| Total Equity | |||||||||||
| Total Liabilities, Mezzanine Equity and Equity | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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Noble Midstream Partners LP
Consolidated Statements of Operations and Comprehensive Income
(in thousands, except per unit amounts, unaudited)
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Revenues | |||||||||||
| Midstream Services — Affiliate | $ | $ | |||||||||
| Midstream Services — Third Party | |||||||||||
| Crude Oil Sales — Third Party | |||||||||||
| Total Revenues | |||||||||||
| Costs and Expenses | |||||||||||
| Cost of Crude Oil Sales | |||||||||||
| Direct Operating | |||||||||||
| Depreciation and Amortization | |||||||||||
| General and Administrative | |||||||||||
| Goodwill Impairment | |||||||||||
| Other Operating (Income) Expense | ( | ||||||||||
| Total Operating Expenses | |||||||||||
| Operating Income (Loss) | ( | ||||||||||
| Other Expense (Income) | |||||||||||
| Interest Expense, Net of Amount Capitalized | |||||||||||
| Investment Loss, Net | |||||||||||
| Total Other Expense, Net | |||||||||||
| Income (Loss) Before Income Taxes | ( | ||||||||||
| Income Tax Expense | |||||||||||
| Net Income (Loss) | ( | ||||||||||
| Less: Net Income (Loss) Attributable to Noncontrolling Interests | ( | ||||||||||
| Net Income Attributable to Noble Midstream Partners LP | $ | $ | |||||||||
| Net Income Attributable to Limited Partners Per Limited Partner Common Unit | |||||||||||
| Basic and Diluted | $ | $ | |||||||||
| Weighted Average Limited Partner Common Units Outstanding | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Noble Midstream Partners LP
Consolidated Statements of Cash Flows
(in thousands, unaudited)
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cash Flows From Operating Activities | |||||||||||
| Net Income (Loss) | $ | $ | ( | ||||||||
| Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities | |||||||||||
| Depreciation and Amortization | |||||||||||
| Goodwill Impairment | |||||||||||
| Loss from Equity Method Investees | |||||||||||
| Distributions from Equity Method Investees | |||||||||||
| Other Adjustments for Noncash Items Included in Income | |||||||||||
| Changes in Operating Assets and Liabilities, Net of Assets Acquired and Liabilities Assumed | |||||||||||
| (Increase) Decrease in Accounts Receivable | ( | ||||||||||
| Increase (Decrease) in Accounts Payable | ( | ||||||||||
| Other Operating Assets and Liabilities, Net | ( | ( | |||||||||
| Net Cash Provided by Operating Activities | |||||||||||
| Cash Flows From Investing Activities | |||||||||||
| Additions to Property, Plant and Equipment | ( | ( | |||||||||
| Additions to Investments | ( | ( | |||||||||
| Other | |||||||||||
| Net Cash Used in Investing Activities | ( | ( | |||||||||
| Cash Flows From Financing Activities | |||||||||||
| Distributions to Noncontrolling Interests and Parent | ( | ( | |||||||||
| Contributions from Noncontrolling Interests | |||||||||||
| Borrowings Under Revolving Credit Facility | |||||||||||
| Repayment of Revolving Credit Facility | ( | ( | |||||||||
| Distributions to Unitholders | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net Cash (Used In) Provided by Financing Activities | ( | ||||||||||
| Increase in Cash, Cash Equivalents, and Restricted Cash | |||||||||||
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period (1) | |||||||||||
Cash, Cash Equivalents, and Restricted Cash at End of Period (1) | $ | $ | |||||||||
(1)See Note 2. Basis of Presentation for our reconciliation of total cash.
The accompanying notes are an integral part of these consolidated financial statements.
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Noble Midstream Partners LP
Consolidated Statements of Changes in Equity
(in thousands, unaudited)
| Common Units | Noncontrolling Interests | Total | |||||||||
| December 31, 2020 | $ | $ | $ | ||||||||
| Net Income | |||||||||||
| Contributions from Noncontrolling Interests | — | ||||||||||
| Distributions to Noncontrolling Interests | — | ( | ( | ||||||||
| Distributions to Unitholders | ( | — | ( | ||||||||
| Preferred Equity Accretion | ( | — | ( | ||||||||
| Other | — | ||||||||||
| March 31, 2021 | $ | $ | $ | ||||||||
| December 31, 2019 | $ | $ | $ | ||||||||
| Net Income (Loss) | ( | ( | |||||||||
| Contributions from Noncontrolling Interests and Parent | — | ||||||||||
| Distributions to Noncontrolling Interests and Parent | — | ( | ( | ||||||||
| Distributions to Unitholders | ( | — | ( | ||||||||
| Preferred Equity Accretion | ( | — | ( | ||||||||
| Other | — | ||||||||||
| March 31, 2020 | $ | $ | $ | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
Organization Noble Midstream Partners LP (the “Partnership”, “NBLX”, “we”, “us” or “our”) is a growth-oriented Delaware master limited partnership formed in December 2014 by our indirect general partner and majority unitholder, Noble Energy, Inc. (“Noble” or “Parent”), to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets. Our current focus areas are the Denver-Julesburg Basin (“DJ Basin”) in Colorado and the Southern Delaware Basin position of the Permian Basin (“Delaware Basin”) in Texas.
Following the completion of the acquisition of Noble by Chevron Corporation (“Chevron”) on October 5, 2020, Chevron (1) indirectly, wholly owns and controls our general partner, Noble Midstream GP LLC (the “General Partner”), and (2) indirectly holds approximately 62.6 % of our limited partner common units (“Common Units”).
Chevron Merger - NBLX On March 4, 2021, the Partnership and the General Partner entered into an Agreement and Plan of Merger (the “NBLX Merger Agreement”) with Chevron, Cadmium Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Chevron (“Holdings”), and Cadmium Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”) pursuant to which Merger Sub will merge with and into NBLX, with NBLX surviving as an indirect, wholly owned subsidiary of Chevron (the “NBLX Merger”). Pursuant to the NBLX Merger Agreement, Chevron will acquire all Common Units that Chevron and its affiliates do not already own, and holders of such Common Units will receive 0.1393 shares of Chevron common stock for each Common Unit held. A registration statement on Form S-4 registering 4,754,327 shares of Chevron common stock to effectuate such acquisition of Common Units was filed by Chevron on March 22, 2021, as amended (Registration No. 333-254568) (the “Registration Statement”) and declared effective by the Securities and Exchange Commission (the “SEC”) on April 13, 2021. The NBLX Merger is anticipated to close in mid-May 2021. Upon completion of the NBLX Merger, the Common Units will cease to be listed on the Nasdaq Global Select Market (“Nasdaq”) and will be subsequently deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Partnership Assets Our assets consist of ownership interests in certain companies 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 LLC | Wells Ranch IDP (DJ Basin) East Pony IDP (DJ Basin) All Noble DJ Basin Acreage | Crude Oil Gathering Natural Gas Gathering Water Services Crude Oil Gathering Crude Oil Treating | N/A | |||||||||||
| San Juan River LLC | East Pony IDP (DJ Basin) | Water Services | N/A | |||||||||||
| Green River DevCo LLC | Mustang IDP (DJ Basin) | Crude Oil Gathering Natural Gas Gathering Water Services | N/A | |||||||||||
| Laramie River LLC | Greeley Crescent IDP (DJ Basin) | Crude Oil Gathering Water Services | N/A | |||||||||||
Black Diamond Dedication Area (DJ Basin) (2) | Crude Oil Gathering Natural Gas Gathering Crude Oil Transmission | |||||||||||||
| Gunnison River DevCo LP | Bronco IDP (DJ Basin) (3) | Crude Oil Gathering Water Services | ||||||||||||
| Blanco River LLC | Delaware Basin | Crude Oil Gathering Natural Gas Gathering Produced Water Services | N/A | |||||||||||
Trinity River DevCo LLC (4) | Delaware Basin | Crude Oil Transmission Natural Gas Compression | N/A | |||||||||||
Dos Rios DevCo LLC (5) | Delaware Basin | Crude Oil Transmission Y-Grade Transmission Fractionation | N/A | |||||||||||
| NBL Midstream Holdings LLC | East Pony IDP (DJ Basin) | Natural Gas Gathering Natural Gas Processing | N/A | |||||||||||
| Delaware Basin | Crude Oil Gathering Natural Gas Gathering Produced Water Services | N/A | ||||||||||||
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(1)The noncontrolling interest represents Noble’s retained ownership interest in the Gunnison River DevCo LP. The noncontrolling interest in Black Diamond Gathering LLC (“Black Diamond”) represents Greenfield Midstream, LLC’s (the “Greenfield Member”) interest in Black Diamond.
(2)Our ownership interest in Saddlehorn Pipeline Company, LLC (“Saddlehorn”) is owned through a wholly-owned subsidiary of Black Diamond. See Note 6. Investments.
(3)The Bronco IDP is a future development area. We currently have no midstream infrastructure assets in the Bronco IDP.
(4)Our interest in Advantage Pipeline Holdings, L.L.C. (“Advantage”) is owned through Trinity River DevCo LLC.
Nature of Operations We operate and own interests in the following assets:
•crude oil gathering systems;
•natural gas gathering and processing systems and compression units;
•crude oil treating facilities;
•produced water collection, gathering, and cleaning systems;
•fresh water storage and delivery systems; and
•investments in midstream entities that provide transportation and fractionation services.
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 and sell crude oil to customers at various delivery points on our gathering systems.
Note 2. Basis of Presentation
Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The accompanying consolidated financial statements at March 31, 2021 and December 31, 2020 and for the three months ended March 31, 2021 and 2020 contain all normally recurring adjustments considered necessary for a fair statement of our financial position, results of operations, cash flows and equity for such periods.
Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. We have no items of other comprehensive income; therefore, our net income is identical to our comprehensive income.
Impairments During first quarter 2021, no impairment indicators were identified and no impairments were recorded.
During first quarter 2020, we identified certain impairment indicators including the significant decrease in commodity prices, changes to our customers’ development outlook due to reductions in demand resulting from the COVID-19 pandemic and
8
excess crude oil and natural gas inventories, and a decrease in our market capitalization. Due to these impairment indicators, we conducted impairment testing of certain of our assets in first quarter 2020, as follows:
Property, Plant and Equipment and Intangible Assets Due to publicly announced changes to our customers’ development outlook within the Delaware Basin and the Black Diamond dedication area, we concluded impairment indicators existed and conducted an undiscounted cash flow test. We developed estimates of future undiscounted cash flows expected in connection with providing midstream services within the dedication areas and compared the estimates to the carrying amount of the assets utilized to provide midstream services. Assumptions used in the estimates include expectations of throughput volumes, future development and capital spending plans. Based upon the results of the undiscounted cash flow test, we concluded that the carrying amount of the assets were recoverable and no impairment was recorded.
Goodwill All of our goodwill was assigned to the Black Diamond reporting unit within the Gathering Systems reportable segment. We performed a qualitative assessment and concluded it was more likely than not that the fair value of the Black Diamond reporting unit was less than its carrying value. We then performed a fair value assessment using the income approach. Our estimate of fair value required us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions for operating and development costs as well as taking into account changes and uncertainties in our customers’ development outlook. Based on these assessments, we concluded that our goodwill was fully impaired and recorded a non-cash charge of $109.7 million in March 2020.
Equity Method Investments We consider our equity method investments to be essential components of our business and necessary and integral elements of our value chain in support of our operations. We considered whether any facts or circumstances suggested that our equity method investments were impaired on an other-than-temporary basis and concluded that the carrying values of our equity method investments were not impaired.
Tax Provision We are not a taxable entity for United States 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 we do not record deferred taxes related to the aggregate difference in the basis of our assets for financial and tax reporting purposes. We are subject to a Texas margin tax due to our operations in the Delaware Basin, and we recorded a de minimis state tax provision for the three months ended March 31, 2021 and 2020.
Recently Issued Accounting Standards
LIBOR Reform In first quarter 2020, the FASB issued ASU No. 2020-04 (ASU 2020-04): Reference Rate Reform (Topic 848), which provides optional guidance for a limited period of time to ease the transition from LIBOR to an alternative reference rate. The ASU intends to address certain concerns stakeholders raised relating to accounting for contract modifications and hedge accounting. These optional expedients and exceptions to applying GAAP, assuming certain criteria are met, are allowed through December 31, 2022. We are currently evaluating the provisions of ASU 2020-04 and have not yet determined whether we will elect the optional expedients. We do not expect the transition to an alternative rate to have a significant impact on our business, operations or liquidity.
Reconciliation of Total Cash We define total cash as cash, cash equivalents and restricted cash. Our restricted cash is included in other current assets in our consolidated balance sheets. The following table provides a reconciliation of total cash:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Cash and Cash Equivalents at Beginning of Period | $ | $ | |||||||||
Restricted Cash at Beginning of Period (1) | |||||||||||
| Cash, Cash Equivalents, and Restricted Cash at Beginning of Period | $ | $ | |||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | |||||||||
| Restricted Cash at End of Period | |||||||||||
| Cash, Cash Equivalents, and Restricted Cash at End of Period | $ | $ | |||||||||
(1)Restricted cash represents the amount held as collateral for certain of our letters of credit.
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Revenue Recognition We recognize revenue at an amount that reflects the consideration to which we expect to be entitled in exchange for transferring goods or services to a customer, using a five-step process, in accordance with ASC 606 – Revenue from Contracts with Customers (ASC 606).
Under ASC 606, remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied as of March 31, 2021. A certain fresh water delivery affiliate revenue agreement contains a minimum volume commitment for the delivery of fresh water through 2021 for a fixed fee per barrel with annual percentage escalations. As of March 31, 2021, estimated minimum revenues for the remainder of the agreement are approximately $28.5 million. Our actual volumes delivered may exceed the future minimum volume commitment.
Note 3. Transactions with Affiliates
Revenues We derive a substantial portion of our revenues from commercial agreements with Noble. Revenues generated from commercial agreements with Noble and its affiliates consist of the following:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Gathering and Processing | $ | $ | |||||||||
| Fresh Water Delivery | |||||||||||
| Other | |||||||||||
| Total Midstream Services — Affiliate | $ | $ | |||||||||
Expenses General and administrative expense consists of the following:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
General and Administrative Expense — Affiliate | $ | $ | |||||||||
General and Administrative Expense — Third Party | |||||||||||
| Total General and Administrative Expense | $ | $ | |||||||||
Note 4. Property, Plant and Equipment
Property, plant and equipment, at cost, is as follows:
(in thousands) | March 31, 2021 | December 31, 2020 | |||||||||
Gathering and Processing Systems | $ | $ | |||||||||
Fresh Water Delivery Systems | |||||||||||
Construction-in-Progress (1) | |||||||||||
Total Property, Plant and Equipment, at Cost | |||||||||||
| Accumulated Depreciation and Amortization | ( | ( | |||||||||
Property, Plant and Equipment, Net | $ | $ | |||||||||
(1)Construction-in-progress at March 31, 2021 primarily includes $43.0 million in gathering system projects and $9.5 million in equipment for use in future projects. Construction-in-progress at December 31, 2020 primarily includes $43.8 million in gathering system projects and $9.5 million in equipment for use in future projects.
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Note 5. Debt
Debt consists of the following:
| March 31, 2021 | December 31, 2020 | ||||||||||||||||||||||
| (in thousands, except percentages) | Debt | Interest Rate | Debt | Interest Rate | |||||||||||||||||||
Revolving Credit Facility, due March 9, 2023 (1) | $ | % | $ | % | |||||||||||||||||||
| Term Loan Credit Facility, due July 31, 2021 | % | % | |||||||||||||||||||||
| Term Loan Credit Facility, due August 23, 2022 | % | % | |||||||||||||||||||||
| Finance Lease Obligation | % | % | |||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Unamortized Debt Issuance Costs | ( | ( | |||||||||||||||||||||
| Total Debt | |||||||||||||||||||||||
| Less Amounts Due Within One Year | |||||||||||||||||||||||
| Term Loan Credit Facility, due July 31, 2021, Net | ( | ( | |||||||||||||||||||||
| Finance Lease Obligation | ( | ( | |||||||||||||||||||||
| Long-Term Debt | $ | $ | |||||||||||||||||||||
(1)Our revolving credit facility has a total borrowing capacity of $1.15 billion. As of March 31, 2021 and December 31, 2020, our revolving credit facility had $490 million and $440 million available for borrowing, respectively.
During the first three months of 2021, we repaid a net $50 million under our revolving credit facility.
Compliance with Covenants The revolving credit facility and term loan credit facilities require us to comply with certain financial covenants as of the end of each fiscal quarter. We were in compliance with such covenants as of March 31, 2021.
Fair Value of Long-Term Debt Our revolving credit facility and term loan credit facilities are variable-rate, non-public debt. The fair value of our revolving credit facility and term loan credit facilities approximates the carrying amount. The fair value is estimated based on observable inputs. As such, we consider the fair value of these facilities to be a Level 2 measurement on the fair value hierarchy.
Note 6. Investments
We have ownership interests in the following entities:
•3 % interest in White Cliffs;
•50 % interest in Advantage;
•50 % interest in Delaware Crossing;
•30 % interest in EPIC Crude;
•15 % interest in EPIC Y-Grade;
•15 % interest in EPIC Propane; and
•20 % interest in Saddlehorn.
Delaware Crossing In first quarter 2019, we executed definitive agreements with Salt Creek Midstream LLC and completed the formation of Delaware Crossing, a crude oil pipeline system in the Delaware Basin which began delivering crude oil into all connection points in April 2020.
EPIC Crude In first quarter 2019, we exercised an option with EPIC to acquire an interest in EPIC Crude, and on March 8, 2019, we closed the option to acquire the interest. EPIC Crude has been engaged in the construction of the EPIC Crude oil pipeline from the Delaware Basin to Corpus Christi, Texas. Construction of the EPIC Crude pipeline was completed, and the pipeline was commissioned in February 2020 and entered full service on April 1, 2020.
EPIC Y-Grade In first quarter 2019, we exercised and closed an option with EPIC Midstream Holdings, LP (“EPIC”) to acquire an interest in EPIC Y-Grade, which owns the EPIC Y-Grade pipeline from the Delaware Basin to Corpus Christi, Texas. Interim crude service on the EPIC Y-Grade mainline ended in March 2020. EPIC Y-Grade began the transition to natural gas liquid service in May 2020 and commenced full commercial service of its first new build fractionator in July 2020. During the first three months of 2021, we made capital contributions of approximately $6.3 million.
EPIC Propane In December 2019, we exercised and closed an option with EPIC to acquire an interest in EPIC Propane, which is constructing a propane pipeline that will run from the EPIC Y-Grade Logistics, LP fractionator complex in Robstown,
11
Texas to the Phillips 66 petrochemical facility in Sweeney, Texas, with additional connectivity to the Markham underground storage caverns. EPIC Propane completed construction of its first new build fractionator in June 2020. During the first three months of 2021, we made capital contributions of approximately $1.8 million.
Saddlehorn Pipeline In first quarter 2020, Black Diamond exercised and closed an option to acquire a 20 % ownership interest in Saddlehorn for $160 million, or $87.0 million net to the Partnership. Greenfield Member contributed $73.0 million for its portion of the purchase price. Black Diamond purchased a 10 % interest from each of Magellan Midstream Partners, L.P. (“Magellan”) and Plains All American Pipeline, L.P. (“Plains”). After the transaction, Magellan and Plains each own a 30 % membership interest and Black Diamond and Western Midstream each own a 20 % membership interest in Saddlehorn. Magellan continues to serve as operator of the Saddlehorn pipeline.
The following table presents our investments at the dates indicated:
| (in thousands) | March 31, 2021 | December 31, 2020 | |||||||||
| White Cliffs | $ | $ | |||||||||
| Advantage | |||||||||||
| Delaware Crossing | |||||||||||
| EPIC Crude | |||||||||||
| EPIC Y-Grade | |||||||||||
| EPIC Propane | |||||||||||
| Saddlehorn | |||||||||||
| Total Investments | $ | $ | |||||||||
The following table presents our investment loss (income) for the periods indicated:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| White Cliffs | $ | ( | $ | ( | |||||||
| Advantage | ( | ( | |||||||||
| Delaware Crossing | |||||||||||
| EPIC Crude | |||||||||||
| EPIC Y-Grade | |||||||||||
| EPIC Propane | |||||||||||
| Saddlehorn | ( | ( | |||||||||
Other (1) | ( | ( | |||||||||
| Total Investment Loss, Net | $ | $ | |||||||||
(1)Represents income associated with our fee for serving as the operator of Advantage and Delaware Crossing.
Summarized, 100% combined statements of operations for our equity method investments was as follows:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Operating Revenues | $ | $ | |||||||||
| Operating Expenses | |||||||||||
| Operating (Loss) Income | ( | ( | |||||||||
| Other Expense (Income) | |||||||||||
| Loss Before Income Taxes | ( | ( | |||||||||
| Tax Expense | |||||||||||
| Net Loss | $ | ( | $ | ( | |||||||
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Note 7. Segment Information
We manage our operations by the nature of the services we offer. Our reportable segments comprise the structure used to make key operating decisions and assess performance. We are organized into the following reportable segments: Gathering Systems (primarily includes crude oil gathering, natural gas gathering and processing, produced water gathering, and crude oil sales), Fresh Water Delivery, Investments in Midstream Entities and Corporate. We often refer to the services of our Gathering Systems and Fresh Water Delivery reportable segments collectively as our midstream services.
Summarized financial information concerning our reportable segments is as follows:
| (in thousands) | Gathering Systems | Fresh Water Delivery | Investments in Midstream Entities | Corporate (1) | Consolidated | ||||||||||||||||||||||||
| Three Months Ended March 31, 2021 | |||||||||||||||||||||||||||||
| Midstream Services — Affiliate | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Midstream Services — Third Party | |||||||||||||||||||||||||||||
| Crude Oil Sales — Third Party | |||||||||||||||||||||||||||||
| Total Revenues | |||||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes | ( | ( | |||||||||||||||||||||||||||
| Additions to Long-Lived Assets | |||||||||||||||||||||||||||||
| Additions to Investments | |||||||||||||||||||||||||||||
| Three Months Ended March 31, 2020 | |||||||||||||||||||||||||||||
| Midstream Services — Affiliate | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Midstream Services — Third Party | |||||||||||||||||||||||||||||
| Crude Oil Sales — Third Party | |||||||||||||||||||||||||||||
| Total Revenues | |||||||||||||||||||||||||||||
| Goodwill Impairment | |||||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes | ( | ( | ( | ( | |||||||||||||||||||||||||
| Additions to Long-Lived Assets | |||||||||||||||||||||||||||||
| Additions to Investments | |||||||||||||||||||||||||||||
| March 31, 2021 | |||||||||||||||||||||||||||||
| Total Assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2020 | |||||||||||||||||||||||||||||
| Total Assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1)The Corporate segment includes all general Partnership activity not attributable to our operating subsidiaries.
Note 8. 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:
| Period | Record Date | Distribution Date | Distribution per Limited Partner Unit | Distribution to Common Unitholders(1) (in thousands) | ||||||||||
| Q4 2019 | February 4, 2020 | February 14, 2020 | $ | $ | ||||||||||
| Q4 2020 | February 5, 2021 | February 12, 2021 | $ | $ | ||||||||||
(1)Distributions to common unitholders does not include distribution equivalent rights on units that vested under the Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the “LTIP”).
Under the terms of the NBLX Merger Agreement, at the closing, all of the publicly held Common Units representing limited partner interests in the Partnership will convert into the right to receive newly issued shares of Chevron common stock. As a
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Note 9. Net Income Per Limited Partner Unit
Basic and diluted net income per limited partner Common Unit is computed by dividing the respective limited partners’ interest in net income for the period by the weighted-average number of Common Units outstanding for the period. Diluted net income per limited partner Common 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 Unit calculation, the impact is reflected by applying the treasury stock method.
Our calculation of net income per limited partner Common Unit is as follows:
| Three Months Ended March 31, | |||||||||||
| (in thousands, except per unit amounts) | 2021 | 2020 | |||||||||
| Net Income Attributable to Noble Midstream Partners LP | $ | $ | |||||||||
| Net Income Attributable to Limited Partners Per Common Unit — Basic and Diluted | $ | $ | |||||||||
| Weighted Average Limited Partner Common Units Outstanding — Basic | |||||||||||
| Weighted Average Limited Partner Common Units Outstanding — Diluted | |||||||||||
| Antidilutive Restricted Units | |||||||||||
Note 10. Commitments and Contingencies
Legal Proceedings We may become involved in various legal proceedings in the ordinary course of business. These proceedings would be subject to the uncertainties inherent in any litigation, and we will regularly assess the need for accounting recognition or disclosure of these contingencies. We would expect to defend ourselves vigorously in all such matters. Based on currently available information, we believe it is unlikely that the outcome of known matters would have a material adverse impact on our combined financial condition, results of operations or cash flows.
Clean Water Act Matter In January 2021, the United States Department of Justice and the United States Environmental Protection Agency notified the Partnership of potential penalties for alleged Clean Water Act violations at a facility in Weld County, Colorado regarding requirements for Spill Prevention and Countermeasures Plan and Facility Response Plan. The parties are negotiating a resolution of this matter and, to date, we have accrued immaterial costs associated with the settlement. Given the ongoing status of negotiations, we are currently unable to predict the ultimate outcome of this matter, but believe the resolution will not have a material adverse effect on our financial position, results of operations or cash flows.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a narrative about our business from the perspective of our management. Our MD&A is presented in the following major sections:
The preceding consolidated financial statements, including the notes thereto, contain detailed information that should be read in conjunction with our MD&A. See also Item 1A. Risk Factors and our disclosures in Item 3 of this report under the heading: “Disclosure Regarding Forward-Looking Statements.”
EXECUTIVE OVERVIEW AND OPERATING OUTLOOK
The following discussion highlights the current operating environment, as well as significant operating and financial results for first quarter 2021. This discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2020, which includes disclosures regarding our critical accounting policies as part of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Following the completion of the acquisition of Noble by Chevron on October 5, 2020, Chevron (1) indirectly, wholly owns and controls our General Partner, and (2) indirectly holds approximately 62.6% of our Common Units.
Chevron Merger - NBLX
On March 4, 2021, the Partnership and the General Partner entered into the NBLX Merger Agreement with Chevron. Pursuant to the NBLX Merger Agreement, Chevron will acquire all Common Units that Chevron and its affiliates do not already own and holders of such Common Units will receive 0.1393 shares of Chevron common stock for each Common Unit held. The Registration Statement registering shares of Chevron common stock to effectuate such acquisition was declared effective by the SEC on April 13, 2021. The NBLX Merger is anticipated to close in mid-May 2021. Upon completion of the NBLX Merger, the Common Units will cease to be listed on the Nasdaq and will be subsequently deregistered under the Exchange Act.
First Quarter 2021 Significant Results
The following discussion outlines significant results for first quarter 2021.
Significant Financial Results Include:
•Net Income Attributable to Limited Partners of $31.2 million, an increase of 209% as compared with first quarter 2020;
•Net Cash Provided by Operating Activities of $95.7 million, a decrease of 19% as compared with first quarter 2020;
•Adjusted EBITDA (non-GAAP financial measure) of $108.6 million, a decrease of 5% as compared with first quarter 2020; and
•Distributable cash flow (non-GAAP financial measure) of $78.7 million, a decrease of 16% as compared with first quarter 2020.
For additional information regarding our non-GAAP financial measures, see — Adjusted EBITDA (Non-GAAP Financial Measure), Distributable Cash Flow (Non-GAAP Financial Measure) and Reconciliation of Non-GAAP Financial Measures, below.
Impact of COVID-19
In 2020, the COVID-19 pandemic and implementation of containment measures to minimize impacts to populations led to the disruption of global manufacturing supply chains, stagnation of crude oil and natural gas consumption, commodity price volatility, interference with workforce continuity and the slowing of global economic growth. These factors, among others, caused a number of producers to reduce capital spending levels and shut-in production at certain fields for a portion of 2020. These temporary shut-ins served to lower inventory levels and thereby alleviate some of the crude oil storage constraints experienced in the beginning of second quarter 2020; however, a number of producers subsequently brought back online previously shut-in production and have been resuming development activities.
While relaxing of certain containment measures resulted in increased demand and commodity prices in the second half of 2020 and first quarter of 2021, demand continues to be significantly lower than levels experienced prior to the COVID-19 pandemic. If the supply and demand balance for crude oil and natural gas worsens, our customers may be forced or elect to shut-in production and delay or discontinue drilling plans, and as such we could experience a decline in demand for our services. Furthermore, additional outbreaks, a return of more stringent containment measures or further restrictions could negatively impact demand for crude oil and natural gas and in turn negatively impact commodity prices in the future.
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Basin and Investment Updates
DJ Basin
In the Mustang IDP area we made our first well connections since second quarter 2020 and connected 15 affiliate wells to our gathering system. Additionally, we delivered fresh water to 20 affiliate wells.
In the East Pony IDP area and in the Black Diamond dedication area, we connected 10 and 67 third party wells, respectively, to our gathering systems.
In the Greeley Crescent IDP area fracking activity continued, and we delivered fresh water to 24 wells.
Regarding our investment in Saddlehorn, the expansion project to increase pipeline capacity to 290 MBbl/d was completed during first quarter 2021.
Delaware Basin
In the Delaware Basin we connected 10 affiliate wells and 2 third party wells to our gathering system.
RESULTS OF OPERATIONS
Results of operations were as follows:
| Three Months Ended March 31, | |||||||||||
| (thousands) | 2021 | 2020 | |||||||||
| Revenues | |||||||||||
| Midstream Services — Affiliate | $ | 95,169 | $ | 113,784 | |||||||
| Midstream Services — Third Party | 22,964 | 27,898 | |||||||||
| Crude Oil Sales — Third Party | 160,238 | 82,363 | |||||||||
| Total Revenues | 278,371 | 224,045 | |||||||||
| Costs and Expenses | |||||||||||
| Cost of Crude Oil Sales | 153,104 | 79,859 | |||||||||
| Direct Operating | 25,988 | 26,850 | |||||||||
| Depreciation and Amortization | 26,874 | 25,931 | |||||||||
| General and Administrative | 9,027 | 5,486 | |||||||||
| Goodwill Impairment | — | 109,734 | |||||||||
| Other Operating (Income) Expense | (15) | 1,286 | |||||||||
| Total Operating Expenses | 214,978 | 249,146 | |||||||||
| Operating Income (Loss) | 63,393 | (25,101) | |||||||||
| Other Expense (Income) | |||||||||||
| Interest Expense, Net of Amount Capitalized | 6,368 | 6,857 | |||||||||
| Investment Loss, Net | 19,422 | 5,409 | |||||||||
| Total Other Expense, Net | 25,790 | 12,266 | |||||||||
| Income (Loss) Before Income Taxes | 37,603 | (37,367) | |||||||||
| Income Tax Expense | 44 | 149 | |||||||||
| Net Income (Loss) | 37,559 | (37,516) | |||||||||
| Less: Net Income (Loss) Attributable to Noncontrolling Interests | 6,358 | (47,619) | |||||||||
| Net Income Attributable to Noble Midstream Partners LP | $ | 31,201 | $ | 10,103 | |||||||
Adjusted EBITDA(1) Attributable to Noble Midstream Partners LP | $ | 96,906 | $ | 107,211 | |||||||
Distributable Cash Flow(1) of Noble Midstream Partners LP | $ | 78,733 | $ | 93,720 | |||||||
(1)Adjusted EBITDA and Distributable Cash Flow are not measures as determined by GAAP and should not be considered an alternative to, or more meaningful than, net income, net cash provided by operating activities or any other measure as reported in accordance with GAAP. For additional information regarding our non-GAAP financial measures, see — Adjusted EBITDA (Non-GAAP Financial Measure), Distributable Cash Flow (Non-GAAP Financial Measure) and Reconciliation of Non-GAAP Financial Measures, below.
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Throughput and Crude Oil Sales Volumes
The amount of revenue we generate primarily depends on the volumes of crude oil, natural gas and water for which we provide midstream services as well as the crude oil volumes we sell to customers. Throughput and crude oil sales volumes related to our Gathering Systems and Fresh Water Delivery reportable segments were as follows:
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| DJ Basin | |||||||||||
| Crude Oil Sales Volumes (Bbl/d) | 32,952 | 19,668 | |||||||||
| Crude Oil Gathering Volumes (Bbl/d) | 150,959 | 183,106 | |||||||||
| Natural Gas Gathering Volumes (MMBtu/d) | 482,813 | 499,204 | |||||||||
| Natural Gas Processing Volumes (MMBtu/d) | 38,209 | 42,668 | |||||||||
| Produced Water Gathering Volumes (Bbl/d) | 28,947 | 42,094 | |||||||||
| Fresh Water Delivery Volumes (Bbl/d) | 127,060 | 226,937 | |||||||||
| Delaware Basin | |||||||||||
| Crude Oil Gathering Volumes (Bbl/d) | 45,988 | 58,556 | |||||||||
| Natural Gas Gathering Volumes (MMBtu/d) | 139,459 | 182,282 | |||||||||
| Produced Water Gathering Volumes (Bbl/d) | 108,588 | 162,178 | |||||||||
| Total Gathering Systems | |||||||||||
| Crude Oil Sales Volumes (Bbl/d) | 32,952 | 19,668 | |||||||||
| Crude Oil Gathering Volumes (Bbl/d) | 196,947 | 241,662 | |||||||||
| Natural Gas Gathering Volumes (MMBtu/d) | 622,272 | 681,486 | |||||||||
Barrels of Oil Equivalent (Boe/d) (1) | 284,633 | 335,492 | |||||||||
| Natural Gas Processing Volumes (MMBtu/d) | 38,209 | 42,668 | |||||||||
| Produced Water Gathering Volumes (Bbl/d) | 137,535 | 204,272 | |||||||||
| Total Fresh Water Delivery | |||||||||||
| Fresh Water Delivery Volumes (Bbl/d) | 127,060 | 226,937 | |||||||||
(1)Includes crude oil sales volumes that are transported on our gathering systems and sold to third-party customers.
Revenues
Revenues from our Gathering System and Fresh Water Delivery reportable segments were as follows:
| (in thousands) | 2021 | 2020 | (Decrease) Increase From Prior Year | ||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||
Gathering and Processing — Affiliate | $ | 73,859 | $ | 89,298 | (17) | % | |||||||||||
| Gathering and Processing — Third Party | 16,396 | 21,968 | (25) | % | |||||||||||||
Fresh Water Delivery — Affiliate | 18,422 | 23,599 | (22) | % | |||||||||||||
| Fresh Water Delivery — Third Party | 2,875 | 4,174 | (31) | % | |||||||||||||
| Crude Oil Sales — Third Party | 160,238 | 82,363 | 95 | % | |||||||||||||
| Other — Affiliate | 2,888 | 887 | 226 | % | |||||||||||||
| Other — Third Party | 3,693 | 1,756 | 110 | % | |||||||||||||
| Total Revenues | $ | 278,371 | $ | 224,045 | 24 | % | |||||||||||
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Revenues Trend Analysis
Revenues increased during first quarter 2021 as compared with first quarter 2020. The changes in revenues by reportable segment were as follows:
Gathering Systems Gathering Systems revenues increased by $60.8 million during first quarter 2021 as compared with first quarter 2020. Crude oil sales increased by $77.9 million due to increased activity associated with the fulfillment of our transportation commitments. The increase was partially offset by a decrease of $21.0 million in crude oil, natural gas and produced water gathering services revenues driven by decreased throughput on our gathering systems resulting from minimal affiliate and decreased third party well connects after first quarter 2020.
Fresh Water Delivery Fresh Water Delivery revenues decreased by $6.5 million during first quarter 2021 as compared with first quarter 2020 due to minimal fresh water deliveries in the DJ Basin resulting from reduced well completion activity by our customers.
Costs and Expenses
Costs and expenses were as follows:
| (in thousands) | 2021 | 2020 | Increase (Decrease) from Prior Year | ||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||
Cost of Crude Oil Sales | $ | 153,104 | $ | 79,859 | 92 | % | |||||||||||
Direct Operating | 25,988 | 26,850 | (3) | % | |||||||||||||
Depreciation and Amortization | 26,874 | 25,931 | 4 | % | |||||||||||||
General and Administrative | 9,027 | 5,486 | 65 | % | |||||||||||||
| Goodwill Impairment | — | 109,734 | N/M | ||||||||||||||
| Other Operating (Income) Expense | (15) | 1,286 | N/M | ||||||||||||||
Total Operating Expenses | $ | 214,978 | $ | 249,146 | (14) | % | |||||||||||
N/M Amount is not meaningful
Costs and Expenses Trend Analysis
Cost of Crude Oil Sales Cost of crude oil sales is recorded within our Gathering Systems reportable segment. Cost of crude oil sales increased during first quarter 2021 as compared with first quarter 2020. The increase was primarily attributable to increased purchases of crude oil to meet our crude oil transportation commitments.
Direct Operating Direct operating expense decreased during first quarter 2021 as compared with first quarter 2020. The changes in direct operating expense by reportable segment were as follows:
Gathering Systems Gathering Systems direct operating expense increased $1.2 million during first quarter 2021 as compared with first quarter 2020. The increase in direct operating expense is primarily attributable to an increase in transportation expenses and was partially offset by a decrease in repairs and maintenance work performed.
Fresh Water Delivery Fresh Water Delivery direct operating expense decreased $2.2 million during first quarter 2021 as compared with first quarter 2020. The decrease is primarily due to the decreased use of third-party providers for water logistics services in the DJ Basin resulting from reduced well completion activity by our customers.
Depreciation and Amortization Depreciation and amortization expense slightly increased during first quarter 2021 as compared with first quarter 2020. The increases in depreciation and amortization expenses by reportable segment were as follows:
Gathering Systems Gathering Systems depreciation and amortization expense increased $0.9 million during first quarter 2021 as compared with first quarter 2020. The increase was due to assets placed in service after March 31, 2020 and were primarily associated with the continued infrastructure development in the Mustang IDP area, Wells Ranch IDP area, the Black Diamond dedication area, and the Delaware Basin.
Fresh Water Delivery Fresh Water Delivery depreciation and amortization expense remained consistent during first quarter 2021 as compared with first quarter 2020. Fresh Water Delivery depreciation and amortization expense has remained consistent, as our fresh water delivery infrastructure was substantially complete prior to 2020.
General and Administrative Expense General and administrative expense is recorded within our Corporate reportable segment and increased during first quarter 2021 as compared with first quarter 2020. The increase was primarily attributable to
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transaction expenses associated with the NBLX Merger as well as the increase in the fixed annual fee payable under our omnibus agreement with Noble, which became effective March 1, 2021. See Item 1. Financial Statements – Note 3. Transactions with Affiliates.
Goodwill Impairment During first quarter 2020, we fully impaired our goodwill. See Item 1. Financial Statements – Note 2. Basis of Presentation.
Other Operating Expense Other operating expense during 2020 is primarily related to impairments and losses incurred associated with the sale of miscellaneous assets.
Other Expense (Income) Trend Analysis
(in thousands) | 2021 | 2020 | Increase (Decrease) From Prior Year | ||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||
| Other Expense (Income) | |||||||||||||||||
| Interest Expense | $ | 6,505 | $ | 11,860 | (45) | % | |||||||||||
| Capitalized Interest | (137) | (5,003) | (97) | % | |||||||||||||
| Interest Expense, Net | 6,368 | 6,857 | (7) | % | |||||||||||||
| Investment Loss, Net | 19,422 | 5,409 | 259 | % | |||||||||||||
| Total Other Expense, Net | $ | 25,790 | $ | 12,266 | 110 | % | |||||||||||
Interest Expense, Net Interest expense is recorded within our Corporate reportable segment. Interest expense represents interest incurred in connection with our revolving credit facility and term loan credit facilities. Our interest expense includes interest on outstanding balances on the facilities and commitment fees on the undrawn portion of our revolving credit facility as well as the non-cash amortization of origination fees. A portion of the interest expense is capitalized based upon our construction-in-progress activity as well as our investments in equity method investees engaged in construction activities during the year. See Item 1. Financial Statements – Note 4. Property, Plant and Equipment for our Construction-in-Progress balances as of March 31, 2021 and December 31, 2020 and Item 1. Financial Statements – Note 6. Investments.
Interest expense decreased $5.4 million during first quarter 2021 as compared with first quarter 2020. The decrease in interest expense is attributable to a decrease in our outstanding debt balance as well as lower interest rates.
Capitalized interest decreased $4.9 million during first quarter 2021 as compared with first quarter 2020. The decrease is primarily attributable to capitalized interest associated with our capital contributions to Delaware Crossing, EPIC Y-Grade and EPIC Crude. As the aforementioned investments commenced planned, principal operations in the second quarter of 2020, we no longer capitalize interest associated with our capital contributions.
Investment Loss, Net Investment loss is recorded within our Investments in Midstream Entities reportable segment and increased $14.0 million during first quarter 2021 as compared with first quarter 2020. Our investment loss, net is driven by increased losses from the EPIC Y-Grade and EPIC Crude investments. The losses are primarily attributable to increased expenses at the investment level. The losses were partially offset by increased earnings from our investment in Saddlehorn.
Adjusted EBITDA (Non-GAAP Financial Measure)
Adjusted EBITDA should not be considered an alternative to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income or net cash, and these measures may vary from those of other companies. As a result, our Adjusted EBITDA may not be comparable to similar measures of other companies in our industry. For a reconciliation of Adjusted EBITDA to its most comparable measures calculated and presented in accordance with GAAP, see — Reconciliation of Non-GAAP Financial Measures, below.
We define “Adjusted EBITDA” as net income before income taxes, net interest expense, depreciation and amortization 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 with 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 unitholders;
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•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 believe that the presentation of Adjusted EBITDA provides information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA are net income and net cash provided by operating activities. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income, net cash provided by operating activities or any other measure as reported in accordance with GAAP.
Distributable Cash Flow (Non-GAAP Financial Measure)
Distributable cash flow should not be considered an alternative to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Distributable cash flow excludes some, but not all, items that affect net income or net cash provided by operating activities, and these measures may vary from those of other companies. As a result, our distributable cash flow may not be comparable to similar measures of other companies in our industry. For a reconciliation of distributable cash flow to its most comparable measures calculated and presented in accordance with GAAP, see — Reconciliation of Non-GAAP Financial Measures, below.
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 does not reflect changes in working capital balances. 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 cash that is available to our unitholders for a given period. Therefore, we believe distributable cash flow provides information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to distributable cash flow are net income and net cash provided by operating activities. Distributable cash flow should not be considered an alternative to, or more meaningful than, net income, net cash provided by operating activities or any other measure as reported in accordance with GAAP.
Reconciliation of Non-GAAP Financial Measures
The following tables present reconciliations of Adjusted EBITDA and distributable cash flow from net income and net cash provided by operating activities, the most directly comparable GAAP financial measures, for each of the periods indicated.
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Reconciliation of Net Income to Adjusted EBITDA and Distributable Cash Flow
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Reconciliation from Net Income | |||||||||||
| Net Income | $ | 37,559 | $ | (37,516) | |||||||
| Add: | |||||||||||
| Depreciation and Amortization | 26,874 | 25,931 | |||||||||
| Interest Expense, Net of Amount Capitalized | 6,368 | 6,857 | |||||||||
| Proportionate Share of Equity Method Investment EBITDA Adjustments | 35,033 | 8,912 | |||||||||
| Goodwill Impairment | — | 109,734 | |||||||||
| Other | 2,814 | 846 | |||||||||
| Adjusted EBITDA | 108,648 | 114,764 | |||||||||
| Less: | |||||||||||
| Adjusted EBITDA Attributable to Noncontrolling Interests | 11,742 | 7,553 | |||||||||
| Adjusted EBITDA Attributable to Noble Midstream Partners LP | 96,906 | 107,211 | |||||||||
| Add: | |||||||||||
| Distributions from Equity Method Investments Attributable to Noble Midstream Partners LP | 5,937 | 6,414 | |||||||||
| Less: | |||||||||||
| Proportionate Share of Equity Method Investment EBITDA Attributable to Noble Midstream Partners LP | 11,033 | 10 | |||||||||
| Cash Interest Paid | 6,127 | 11,549 | |||||||||
| Maintenance Capital Expenditures | 6,950 | 8,346 | |||||||||
Distributable Cash Flow of Noble Midstream Partners LP | $ | 78,733 | $ | 93,720 | |||||||
Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA and Distributable Cash Flow
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Reconciliation from Net Cash Provided by Operating Activities | |||||||||||
| Net Cash Provided by Operating Activities | $ | 95,701 | $ | 118,383 | |||||||
| Add: | |||||||||||
| Interest Expense, Net of Amount Capitalized | 6,368 | 6,857 | |||||||||
| Changes in Operating Assets and Liabilities | (1,045) | (2,896) | |||||||||
| Equity Method Investment EBITDA Adjustments | 5,651 | (6,281) | |||||||||
| Other | 1,973 | (1,299) | |||||||||
| Adjusted EBITDA | 108,648 | 114,764 | |||||||||
| Less: | |||||||||||
| Adjusted EBITDA Attributable to Noncontrolling Interests | 11,742 | 7,553 | |||||||||
| Adjusted EBITDA Attributable to Noble Midstream Partners LP | 96,906 | 107,211 | |||||||||
| Add: | |||||||||||
| Distributions from Equity Method Investments Attributable to Noble Midstream Partners LP | 5,937 | 6,414 | |||||||||
| Less: | |||||||||||
| Proportionate Share of Equity Method Investment EBITDA Attributable to Noble Midstream Partners LP | 11,033 | 10 | |||||||||
| Cash Interest Paid | 6,127 | 11,549 | |||||||||
| Maintenance Capital Expenditures | 6,950 | 8,346 | |||||||||
Distributable Cash Flow of Noble Midstream Partners LP | $ | 78,733 | $ | 93,720 | |||||||
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LIQUIDITY AND CAPITAL RESOURCES
Recent events, as further described in Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview and Operating Outlook, have significantly impacted our financing strategy. We have taken actions to defer certain development projects to reflect updated producer forecasts in the DJ and Delaware Basins and reduce our quarterly distribution in order to preserve our financial liquidity.
Our capital structure and financing strategy are designed to provide sufficient liquidity to meet our working capital requirements, capital expenditure requirements and to make quarterly cash distributions. In the current commodity price and economic environment, the duration of which could be prolonged, we have reduced our capital expenditure guidance to reflect updated producer forecasts in the DJ and Delaware Basins. Additionally, we have reduced our quarterly distribution to preserve cash and support the balance sheet. We expect these actions to strengthen our financial position and flexibility.
Our liquidity could also be impacted by counterparty credit risk. We closely monitor the credit worthiness of third-party counterparties with whom we do business. When considered necessary, we obtain letters of credit or other credit enhancements to mitigate risks associated with certain counterparties.
We expect our ongoing sources of liquidity to include cash generated from operations, distributions from our investments and borrowings under our revolving credit facility and may seek to opportunistically access the capital markets from time to time through debt or equity offerings. We do not have any commitment from Noble or our General Partner or any of their respective affiliates to fund our cash flow deficits or provide other direct or indirect financial assistance to us. Our partnership agreement requires that we distribute all of our available cash to our unitholders.
Available Liquidity
Information regarding liquidity was as follows:
| (in thousands) | March 31, 2021 | December 31, 2020 | |||||||||
Cash, Cash Equivalents, and Restricted Cash (1) | $ | 23,180 | $ | 16,332 | |||||||
Amount Available to be Borrowed Under Our Revolving Credit Facility (2) | 490,000 | 440,000 | |||||||||
| Available Liquidity | $ | 513,180 | $ | 456,332 | |||||||
Revolving Credit Facility and Term Loan Credit Facilities
During the first three months of 2021, we repaid a net $50 million under our revolving credit facility. As of March 31, 2021, $660 million and $900 million were outstanding under our revolving credit facility and term loan credit facilities, respectively. See Item 1. Financial Statements – Note 5. Debt.
Cash Flows
The following table summarizes our total cash provided by (used in) operating, investing and financing activities:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Operating Activities | $ | 95,701 | $ | 118,383 | |||||||
| Investing Activities | (17,538) | (278,464) | |||||||||
| Financing Activities | (71,315) | 165,011 | |||||||||
| Increase in Cash, Cash Equivalents, and Restricted Cash | $ | 6,848 | $ | 4,930 | |||||||
Operating Activities Net cash provided by operating activities decreased during the first three months of 2021 as compared with the first three months of 2020. The decrease is primarily due to decreased revenues from midstream services during first quarter 2021.
Investing Activities Cash used in investing activities decreased during the first three months of 2021 as compared with the first three months of 2020. The decrease is primarily due to the Saddlehorn acquisition during first quarter 2020, followed by decreased capital expenditures during first quarter 2021.
Financing Activities During the first three months of 2021, cash used in financing activities primarily resulted from the net $50 million repayment on our revolving credit facility. During the first three months of 2020, cash provided by financing activities primarily resulted from the net $155 million borrowing on our revolving credit facility, contributions received from noncontrolling interest and distributions paid to our unitholders.
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Capital Requirements
Capital Expenditures and Other Investing Activities
The midstream energy business is capital intensive, requiring the maintenance of existing gathering systems and other midstream assets and facilities and the acquisition or construction and development of new gathering systems and other midstream assets and facilities. Capital expenditures and other investing activities (on an accrual basis) were as follows:
| Three Months Ended March 31, | |||||||||||
| (in thousands) | 2021 | 2020 | |||||||||
| Gathering System Expenditures | $ | 10,270 | $ | 47,619 | |||||||
| Other | 179 | 109 | |||||||||
Total Capital Expenditures (1) | $ | 10,449 | $ | 47,728 | |||||||
Additions to Investments (1) (2) | $ | 9,098 | $ | 225,599 | |||||||
(1)Total capital expenditures and additions to investments represent the consolidated expenditures of the Partnership and include the portion of expenditures funded by noncontrolling interest owners.
(2)Additions to investments include capitalized interest of approximately $4.5 million for the three months ended March 31, 2020.
For the three months ended March 31, 2021, our gathering system expenditures were primarily associated with the expansion of gathering infrastructure in the Greeley Crescent IDP area, well connections in the Black Diamond dedication area and the expansion of gathering infrastructure in the Delaware Basin.
For the three months ended March 31, 2020, our gathering system expenditures were primarily associated with the expansion of gathering infrastructure in the Wells Ranch and Mustang IDP areas, well connections in the Black Diamond dedication area and the expansion of gathering infrastructure in the Delaware Basin.
For the three months ended March 31, 2021, additions to investments were primarily related to our capital contributions to EPIC Y-Grade and EPIC Propane. For the three months ended March 31, 2020, additions to investments were primarily related to our capital contributions to Saddlehorn as well as our other equity method investments. See Item 1. Financial Statements – Note 6. Investments.
Cash Distributions
Our partnership agreement requires that we distribute all of our available cash quarterly. Quarterly distributions, if any, will be made within 45 days after the end of each calendar quarter to holders of record on the applicable record date.
Under the terms of the NBLX Merger Agreement, at the closing, all of the publicly held Common Units representing limited partner interests in the Partnership will convert into the right to receive newly issued shares of Chevron common stock. As a result, Partnership unitholders are not expected to receive a quarterly distribution from the Partnership for the quarter ended March 31, 2021, and instead, unitholders are expected to receive a quarterly dividend, payable June 10, 2021, from Chevron for the quarter ended March 31, 2021, provided that such unitholders continue to hold the shares of Chevron common stock received in the NBLX Merger on May 19, 2021, the record date for the Chevron quarterly dividend.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Commodity Price Risk
We currently generate a substantial portion of our revenues pursuant to fee-based commercial agreements under which we are paid based on the volumes of crude oil, natural gas and produced water that we gather and handle and fresh water services we provide, rather than the underlying value of the commodity.
We have indirect exposure to commodity price risk in that persistently low commodity prices may cause our customers and other potential customers to delay drilling or shut-in production, which would reduce the volumes available for gathering and processing by our infrastructure assets. If our customers delay drilling or completion activity, or temporarily shut-in production due to persistently low commodity prices or for any other reason, we are not assured a certain amount of revenue as our commercial agreements do not contain minimum volume commitments. Because of the natural decline in production from existing wells, our success, in part, depends on our ability to maintain or increase hydrocarbon and water throughput volumes on our midstream systems, which depends on our customers’ level of drilling and completion activity on our dedicated acreage. Recent supply and demand dynamics resulting from the COVID-19 pandemic have also impacted commodity prices. See Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview and Operating Outlook.
We may acquire or develop additional midstream assets in a manner that increases our exposure to commodity price risk. Future exposure to the volatility of crude oil and natural gas prices could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to make cash distributions to our unitholders.
Interest Rate Risk
Our primary exposure to interest rate risk results from outstanding borrowings under our revolving credit facility and term loan credit facilities, which have variable interest rates. As of March 31, 2021, $660 million and $900 million were outstanding under our revolving credit facility and term loan credit facilities, respectively. A 1.0% increase in our interest rates would have resulted in an estimated $4.0 million increase in interest expense for the three months ended March 31, 2021. As a result, our results of operations, cash flows and financial condition and, as a further result, our ability to make cash distributions to our unitholders, could be adversely affected by significant increases in interest rates.
Credit Risk
We derive a substantial portion of our revenue from assets that serve acreage previously dedicated to us from Noble and we expect to derive a substantial portion of our revenue from these assets for the foreseeable future. As a result, events in these areas of operations, including those negatively affecting the production and/or drilling schedules of our customers, may adversely affect our revenues and cash available for distribution.
Additionally, we are subject to the risk of non-payment or non-performance by our customers, including with respect to our commercial agreements, most of which do not contain minimum volume commitments. Furthermore, we cannot predict the extent to which our customers’ businesses would be impacted if conditions in the energy industry were to deteriorate nor can we estimate the impact such conditions would have on our customers’ ability to execute their drilling and development plans on our dedicated acreage or to perform under our commercial agreements. Any material non-payment or non-performance by our customers under our commercial agreements would have a significant adverse impact on our business, financial condition, results of operations and cash flows and could therefore materially adversely affect our ability to make cash distributions to our unitholders.
Seasonality
Demand for crude oil and natural gas generally decreases during the spring and fall months and increases during the summer and winter months. However, seasonal anomalies such as mild winters or mild summers sometimes lessen this fluctuation. In addition, certain crude oil and natural gas users utilize natural gas storage facilities and purchase some of their anticipated winter requirements during the summer. This can also lessen seasonal demand fluctuations. These seasonal anomalies can increase demand for crude oil and natural gas during the summer and winter months and decrease demand for crude oil and natural gas during the spring and fall months. With respect to our completed midstream systems, we do not expect seasonal conditions to have a material impact on our throughput volumes. Severe or prolonged winters may, however, impact our ability to complete additional well connections or construction projects, which may impact the rate of our growth. In addition, severe winter weather may also impact or slow the ability of our customers to execute their drilling and development plans.
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Disclosure Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Form 10-Q”) 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 words such as “anticipate,” “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 maintain market share and impact commodity pricing and the expected impact on our business, results of operations, and earnings.
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 any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors. While you should not consider the following list to be a complete statement of all potential risks and uncertainties, some of the factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
•the timing and the completion of the NBLX Merger;
•the ability of our customers to meet their drilling and development plans;
•changes in general economic conditions;
•competitive conditions in our industry;
•actions taken by third-party operators, gatherers, processors and transporters;
•the demand for crude oil gathering, natural gas gathering and processing, produced water gathering, crude oil treating and fresh water services;
•our ability to successfully implement our business plan;
•our ability to complete internal growth projects on time and on budget;
•the price and availability of debt and equity financing;
•the availability and price of crude oil and natural gas to the consumer compared to the price of alternative and competing fuels;
•competition from the same and alternative energy sources;
•energy efficiency and technology trends;
•operating hazards and other risks incidental to our midstream services;
•natural disasters, weather-related delays, casualty losses and other matters beyond our control;
•interest rates;
•labor relations;
•defaults by our customers under our gathering and processing agreements;
•changes in availability and cost of capital;
•changes in our tax status;
•the effect of existing and future laws and government regulations;
•the effects of future litigation;
•interruption of the Partnership’s operations due to social, civil or political events or unrest;
•terrorist attacks or cyber threats;
•any future acquisitions or dispositions of assets or the delay or failure of any such transaction to close; and
•certain factors discussed elsewhere in this Form 10-Q.
You should not place undue reliance on our forward-looking statements. Although forward-looking statements reflect our good faith beliefs at the time they are made, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law. You should consider carefully the statements under Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020, and in this Form 10-Q for the quarter ended March 31, 2021, which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements. Our Annual Report on Form 10-K for the year ended December 31, 2020 is available on our website at www.nblmidstream.com.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on the evaluation of our disclosure controls and procedures by our principal executive officer and our principal financial officer, as of the end of the period covered by this Form 10-Q, each of them has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)), were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
Information regarding legal proceedings is set forth in Part I. Financial Information, Item 1. Financial Statements — Note 10. Commitments and Contingencies of this Form 10-Q, which is incorporated by reference into this Part II. Item 1.
Item 1A. Risk Factors
There have been no material changes from the risk factors disclosed under “Risks Related to the Merger” included in the Partnership’s Information Statement on Schedule 14C filed with the SEC on April 13, 2021, incorporated herein by reference, and in Part I. Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2020.
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Item 6. Exhibit
| Exhibit Number | Exhibit | |||||||
| 2.1+ | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 3.4 | ||||||||
| 3.5 | ||||||||
| 3.6 | ||||||||
| 3.7 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101 | The following materials from Noble Midstream Partners LP’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations and Comprehensive Income; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Changes in Equity; and (v) Notes to Consolidated Financial Statements. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
+ Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant 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 4, 2021 | By: /s/ Thomas W. Christensen | ||||||||||||
| Thomas W. Christensen Senior Vice President, Chief Financial Officer and Chief Accounting Officer | ||||||||||||||
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