NBLX Noble Midstream Partners LP

Noble Midstream Partners LP (NYSE: NBLX) (Noble Midstream or the Partnership) today reported second quarter 2017 financial and operational results and provided third and fourth quarter 2017 guidance.

The Partnership's results are consolidated to include the non-controlling interests in the Partnership's development companies (DevCos) retained by Noble Energy, Inc. (Noble Energy); however, certain results are shown as "attributable to the Partnership," which excludes the non-controlling interests in the DevCos retained by Noble Energy. 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.

On June 26, 2017, the Partnership closed on its previously announced inaugural acquisition of additional DevCo interests from Noble Energy (the dropdown), which is further described below. Results attributable to the Partnership reflect pre-dropdown DevCo interests for periods prior to the closing date and current DevCo interests for periods subsequent to the closing date.

The Partnership's second quarter results are highlighted by records in key financial and operational metrics.

Second Quarter Records include:

• Net Income of $39 million, or $32 million attributable to the Partnership
• Net Cash Provided by Operating Activities of $42 million
• EBITDA1 of $42 million, or $34 million attributable to the Partnership, an increase over the prior quarter of 28% attributable to the Partnership
• Increased the Partnership's distribution to $0.4457 per unit, an 8.5% increase from the first quarter 2017 distribution and a 19% increase over the minimum quarterly cash distribution
• Distributable Cash Flow (DCF)1 attributable to the Partnership of $30 million, resulting in DCF coverage of 1.9x on an as-declared basis, or 2.3x pro forma after giving effect to the dropdown transaction for the full quarter
• Oil and gas gathering volumes of 74 thousand barrels of oil equivalent per day (MBoe/d), an 18% increase over first quarter 2017 volumes of 63 MBoe/d
• Produced water gathering volumes of 13 thousand barrels of water per day (MBw/d), a 39% increase over the prior quarter
• Commenced fresh water delivery to the Partnership's first third party customer in the DJ Basin in April 2017, contributing to fresh water delivery volumes of 184 MBw/d, a 42% increase over the prior quarter

Terry R. Gerhart, Chief Executive Officer of the general partner of Noble Midstream commented, "All segments exceeded our expectations in the second quarter, establishing many new records before contribution from new growth projects. Our first Delaware Basin Central Gathering Facility is now online, and we expect to carry recent momentum into the second half of the year as our teams continue to execute.

The strength of our business, our strategically located assets, and the portfolio enhancements we have made to date, provide durability to our distribution, even in a $40 to $50 oil price environment. Demonstrating this durability, we remain confident in our ability to deliver 20% Distribution per Unit annual growth through 2020 without additional drop downs and coverage of approximately 1.3x."

Second Quarter 2017 Results

Oil gathering volumes averaged 54 MBbl/d in the second quarter, an increase of 22% over the prior quarter, and gas gathering volumes averaged 158 BBtu/d, an increase of 8% over the prior quarter. Combined, the Partnership gathered 74 MBoe/d, an 18% increase above the prior quarter. Produced water gathering volumes for the second quarter averaged 13 MBw/d, an increase of 39% over the prior quarter. Second quarter volume growth in the Partnership's gathering segment was primarily driven by a 55% increase in equivalent wells connected to its gathering systems as 48 equivalent wells, normalized to 4,500 lateral feet, were connected in the quarter.

Fresh water delivered in the second quarter averaged 184 MBw/d, a 42% increase above the prior quarter, primarily driven by the commencement of fresh water delivery in April to our first third party customer in the DJ Basin and increased completions in Noble Energy's Wells Ranch area, within the Colorado River DevCo. The Partnership delivered fresh water to 67 equivalent Noble Energy wells in the second quarter, including 47 equivalent wells in Wells Ranch averaging 268 MBw per equivalent well and 20 equivalent wells on federal leases in the East Pony area averaging 126 MBw per equivalent well, which were permitted in 2015 for lower water volumes, within the San Juan River DevCo.

Crude oil throughput volumes on the Advantage pipeline during the second quarter averaged 35 MBbl/d, before Noble Midstream and Plains All American, L.P.'s (Plains) connections into the Advantage system are operational, which is expected to occur later in the third quarter.

Second quarter revenue was $58 million, comprised of $34 million in revenue from the gathering segment and $24 million in revenue from the fresh water delivery segment. Total operating expenses were $20 million, which included $14 million in direct operating expense, resulting in operating income of $38 million in the second quarter, an increase of 11% from the prior quarter. Second quarter investment income of $1.6 million is primarily comprised of $1.1 million from the Partnership's minority ownership in White Cliffs Pipeline LLC and $0.5 million from the Partnership's 50% ownership in the Advantage joint venture.

Net income for the second quarter was $39 million, or $32 million attributable to the Partnership, or $0.98 per limited partner unit. Net cash provided by operating activities was $42 million in the second quarter.

EBITDA was $42 million in the second quarter, or $34 million attributable to the Partnership, an increase over the prior quarter of 12% and 28%, respectively. EBITDA attributable to the Partnership, excluding fresh water, in the second quarter was $20 million. Attributable to the Partnership in the second quarter, cash interest expense was $0.6 million and maintenance capital expenditures totaled $3 million, resulting in DCF of $30 million and a DCF coverage ratio of 1.9x. DCF coverage pro forma for a full quarter of additional DevCo interest acquired was 2.3x.

Capital Expenditures & Growth Projects Update

Capital expenditures, excluding acquisitions, in the second quarter totaled $84 million, or $46 million attributable the Partnership.

Delaware BasinBlanco River DevCo (NBLX ownership: 40%; NBLX ownership prior to June 26, 2017: 25%)Second quarter capital spending was $36 million, or $9 million attributable to the Partnership, primarily on the first central gathering facility (CGF) and associated gathering infrastructure, which became operational in July 2017, with oil, gas and produced water capacity of 10 MBbl/d, 20 MMcf/d, and 15 MBw/d, respectively.

The Partnership is planning to expand the oil, gas and produced water capacity on this facility by 30 MBbl/d, 60 MMcf/d, and 60 MBw/d, respectively. The additional capacity is expected to be operational in early 2018. Planning and long-lead procurement is underway for three additional CGFs. One is expected to be complete in December of 2017, and two are expected to be complete in the first half of 2018.

Trinity River DevCo (NBLX ownership: 100%)Second quarter capital spending, excluding acquisitions, was $5 million, primarily on Noble Midstream's 15-mile connection from its first Delaware Basin CGF to the Advantage pipeline, expected to be complete later this month.

DJ BasinLaramie River DevCo (NBLX ownership: 100%)Second quarter capital spending was $22 million, primarily due to construction of the Partnership's oil and produced water gathering system for its first third party customer in the DJ Basin. This system is expected to be operational this quarter and includes a 35-mile, 60 MBbl/d oil transmission line, 30 MBw/d of produced water capacity, and a fresh water delivery system, which became operational in April 2017.

Colorado River DevCo (NBLX ownership: 100%; NBLX ownership prior to June 26, 2017: 80%)Second quarter capital spending was $7 million, or $6 million attributable to the Partnership, primarily on Noble Energy well connections in Wells Ranch and East Pony. The Partnership anticipates gathering volumes will grow in the third and fourth quarter as it continues to connect new wells in Wells Ranch and East Pony.

Green River DevCo (NBLX ownership: 25%)Second quarter capital spending was $14 million, or $4 million attributable to the Partnership, primarily due to procurement and construction on the Partnership's oil, gas and produced water gathering system and expansion of the fresh water delivery infrastructure in Noble Energy's Mustang area. The freshwater expansion is expected to be operational late in 2017 and the gathering system is expected to be operational in early 2018.

Closing of the Advantage Joint Venture and Inaugural Dropdown Transaction

On April 3, 2017, Noble Midstream and Plains, through a 50/50 joint venture, completed the acquisition of Advantage Pipeline, L.L.C. (Advantage) for $133 million. The Partnership contributed approximately $67 million of cash in exchange for its 50% interest in the joint venture. Noble Midstream now operates the Advantage system, which includes a 70-mile crude oil pipeline in the southern Delaware Basin from Reeves County, Texas, to Crane County, Texas, with 150,000 barrels of daily shipping capacity and 490,000 barrels of storage capacity.

On June 26, 2017, the Partnership closed on the acquisition of the remaining interest in Colorado River DevCo LP and an additional interest in Blanco River DevCo LP from Noble Energy for total aggregate consideration of $270 million, consisting of $245 million in cash and 562,430 of the Partnership's common units. The Partnership funded the cash consideration with a combination of borrowings under our revolving credit facility, proceeds from the private placement of 3,525,000 of the Partnership's common units, and from cash on hand.

Liquidity

As of June 30, 2017, the Partnership had $180 million of liquidity with $20 million in cash on hand and $160 million undrawn under its $350 million unsecured revolving credit facility.

Quarterly Distribution

On July 27, 2017, the Board of Directors of Noble Midstream's general partner, Noble Midstream GP LLC, declared a second quarter cash distribution of $0.4457 per unit.

This distribution is an 8.5% increase above the first quarter distribution and represents a one-time increase of approximately 80% above the Partnership's 4.7% quarterly distribution growth target as a result of the Partnership's previously announced acquisition of additional interests in Colorado River DevCo LP and Blanco River DevCo LP from Noble Energy, Inc., which closed on June 26, 2017.

The second quarter distribution is payable on August 14, 2017, to unitholders of record as of August 7, 2017.

Guidance

2017 guidance, including third and fourth quarter details, for capital, volumes and key financial metrics can be found in the table below. The 2017 capital budget remains $365 million to $405 million, or $215 million to $235 million attributable to the Partnership.

Following the record volumes in the second quarter, new growth projects are expected to become operational in the third and fourth quarter of 2017, which are expected to provide continued gathering volume growth throughout the year. Highlighting the volume guidance is expected oil and gas gathering volume growth of 36% in the second half of 2017 above the first half average, with third quarter volumes expected to grow 5% to 16% above the record second quarter average volumes, and fourth quarter volumes expected to grow 28% above anticipated third quarter volumes.

Produced water gathering volumes are also expected to continue to set records as the average volume in the second half is expected to nearly triple the first half average, with third quarter volumes expected to grow 43% to 74% above the second quarter average, and fourth quarter volumes expected to grow 94% to 105% from the expected third quarter volumes.

Third and fourth quarter fresh water delivery volumes are expected to range between 100 MBw/d and 130 MBw/d, or 27% below the first half daily fresh water delivery average due primarily to the Partnership's continued use of conservative fresh water per equivalent well estimates and projected reduced completion activity.

Second half of 2017 reduced fresh water delivery is expected to be offset by the gathering segment growth in net income and EBITDA, while EBTIDA attributable to the Partnership is estimated to grow approximately 29% in the second half of 2017 as a results of the additional DevCo interests recently acquired in the drop down. The second half of 2017 financial guidance is highlighted by DCF coverage of 1.6x to 1.9x in the third quarter and 1.8x to 2.1x in the fourth quarter.

          Actuals       Guidance   1Q       2Q 3Q       4Q     FY 2017

Gross Volumes

                        Oil Gathered (MBbl/d) 44 54 56 - 62 74 - 82 57 - 61 Gas Gathered (MMcf/d) 112 122 130 - 144 153 - 169 129 - 137 Oil and Gas Gathered (MBoe/d) 63 74 78 - 86 100 - 110 79 - 83 Produced Water Gathered (MBw/d) 9 13 18 - 22 35 - 45 19 - 22 Fresh Water Delivered (MBw/d) 129 184 100 - 130 100 - 130 128 - 143

 

Financials ($MM)

Net Income $35 $39 $33 - $36 $38 - $42 $145 - $152 Gross EBITDA1 $37 $42 $35 - $41 $41 - $48 $155 - $168 Net EBITDA1 $26 $34 $32 - $39 $38 - $46 $130 - $145 DCF1 $24 $30 $27 - $33 $32 - $38 $112 - $125 DCF Coverage1 1.8x 1.9x 1.6x - 1.9x 1.8x - 2.1x 1.8x - 2.0x   Gross Capital, Excluding Acquisitions $76 $84 $85 - $100 $120 - $145 $365 - $405 Net Capital, Excluding Acquisitions $59 $46 $45 - $55 $65 - $75 $215 - $235    

Further details with respect to the second quarter results and guidance can be found in the supplemental presentation on the Partnership's website, www.nblmidstream.com.

1 EBITDA and DCF 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.

Conference Call

Noble Midstream will host a webcast and conference call today at 1:00 p.m. Central Time to discuss second quarter 2017 financial and operational results and the Partnership's second half of 2017 outlook. The live audio webcast and related presentation material is accessible on the 'Investors' page of the Partnership's website at www.nblmidstream.com. Conference call numbers for participation are 877-883-0383, or 412-902-6506 for international calls. The passcode number is 0898504. A replay of the conference call will be available at the same web location following the event.

About Noble Midstream Partners

Noble Midstream Partners LP 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.

Results included in this release reflect the results of our predecessor for accounting purposes for periods prior to the closing of our initial public offering (IPO) on September 20, 2016, as well as the results of the Partnership, for the period subsequent to the closing of the IPO.

This news release contains certain “forward-looking statements” within the meaning of federal securities law. Words such as “anticipates”, “believes”, “expects”, “intends”, “will”, “should”, “may”, “estimates”, and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect the Partnership’s current views about future events. No assurances can be given that the forward-looking statements contained in this news release will occur as projected and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, without limitation, Noble Energy’s ability to meet its drilling and development plans, changes in general economic conditions, competitive conditions in the Partnership’s industry, actions taken by third-party operators, gatherers, processors and transporters, the demand for crude oil and natural gas gathering and processing services, the Partnership’s ability to successfully implement its business plan, the Partnership’s 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, and other risks inherent in the Partnership’s business, including those described under “Risk Factors” and “Forward-Looking Statements” in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in other reports we file with the Securities and Exchange Commission. These reports are also available from the Partnership’s office or website, www.nblmidstream.com. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Noble Midstream does not assume any obligation to update forward-looking statements should circumstances, management’s estimates, or opinions change.

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.

This release serves as a qualified notice to nominees and brokers as provided for under Treasury Regulation Section 1.1446-4(b) that 100% of the Partnership's distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, the Partnership's distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate. Nominees, and not the Partnership, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.

 

Schedule 1

Noble Midstream Partners LP

Revenue and Throughput Volume Statistics

(unaudited)

          Three Months Ended June 30,       Six Months Ended June 30, 2017       2016       2017       2016 Colorado River DevCo                   Crude Oil Gathering Volumes (Bbl/d) 53,763 40,757 49,025 45,427 Natural Gas Gathering Volumes (MMBtu/d) 158,216 141,207 152,355 120,480 Produced Water Gathering Volumes (Bbl/d) 12,609 9,495 10,841 9,889 Fresh Water Delivery Volumes (Bbl/d) 113,824 23,315 93,935 33,449 Gathering and Fresh Water Delivery Revenues — Affiliate (in thousands) $ 44,730 $ 25,391 $ 80,941 $ 53,758   San Juan River DevCo Fresh Water Delivery Volumes (Bbl/d) 20,067 21,670 37,759 10,835 Fresh Water Delivery Revenues — Affiliate (in thousands) $ 7,946 $ 3,737 $ 20,463 $ 3,795   Green River DevCo Fresh Water Delivery Volumes (Bbl/d) — 11,954 — 13,386 Fresh Water Delivery Revenues — Affiliate (in thousands) $ — $ 2,174 $ — $ 4,198   Laramie River DevCo LP Fresh Water Delivery Volumes (Bbl/d) 50,326 — 25,302 —

Fresh Water Delivery Revenues — Third Party

(in thousands)

$ 3,666 $ — $ 3,666 $ —   Total Gathering Systems Crude Oil Gathering Volumes (Bbl/d) 53,763 40,757 49,025 45,427 Natural Gas Gathering Volumes (MMBtu/d) 158,216 141,207 152,355 120,480 Produced Water Gathering Volumes (Bbl/d) 12,609 9,495 10,841 9,889 Gathering Revenues — Affiliate (in thousands) $ 32,328 $ 21,489 $ 60,737 $ 43,063   Total Fresh Water Delivery Fresh Water Delivery Volumes (Bbl/d) 184,217 56,939 156,996 57,670 Fresh Water Delivery Revenues (in thousands) $ 24,014         $ 9,813         $ 44,333         $ 18,688    

Schedule 2

Noble Midstream Partners LP

Consolidated Statements of Operations

(in thousands, except per unit amounts, unaudited)

          Three Months Ended June 30,       Six Months Ended June 30, 2017       2016       2017       2016 Midstream Services Revenues                   Crude Oil, Natural Gas and Produced Water Gathering — Affiliate $ 32,328 $ 21,489 $ 60,737 $ 43,063 Fresh Water Delivery — Affiliate 20,348 9,813 40,667 18,688 Fresh Water Delivery — Third Party 3,666 — 3,666 — Crude Oil Treating — Affiliate 1,169 1,418 2,436 2,693 Other — Affiliate 272         249         591         648   Total Midstream Services Revenues 57,783         32,969         108,097         65,092   Costs and Expenses Direct Operating 14,293 6,685 25,694 12,573 Depreciation and Amortization 2,472 2,218 4,921 4,363 General and Administrative 3,452         2,170         6,194         4,823   Total Operating Expenses 20,217         11,073         36,809         21,759   Operating Income 37,566 21,896 71,288 43,333 Other (Income) Expense Interest Expense, Net of Amount Capitalized 100 (266 ) 367 645 Investment Income (1,641 )       (1,146 )       (2,706 )       (2,439 ) Total Other (Income) Expense (1,541 )       (1,412 )       (2,339 )       (1,794 ) Income Before Income Taxes 39,107 23,308 73,627 45,127 Income Tax Provision —         8,872         —         17,182   Net Income and Comprehensive Income 39,107 $ 14,436   73,627 $ 27,945   Less: Net Income Attributable to Noncontrolling Interests 7,515   N/A 17,693   N/A Net Income Attributable to Noble Midstream Partners LP $ 31,592 N/A $ 55,934 N/A Less: Net Income Attributable to Incentive Distribution Rights 92   N/A 92   N/A Net Income Attributable to Limited Partners $ 31,500   N/A $ 55,842   N/A   Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted Common Units $ 0.98 N/A $ 1.75 N/A Subordinated Units $ 0.98 N/A $ 1.75 N/A   Weighted Average Limited Partner Units Outstanding — Basic Common Units — Public 14,569 N/A 14,472 N/A Common Units — Noble Energy 1,558 N/A 1,543 N/A Subordinated Units — Noble Energy 15,903 N/A 15,903 N/A   Weighted Average Limited Partner Units Outstanding — Diluted Common Units — Public 14,579 N/A 14,481 N/A Common Units — Noble Energy 1,558 N/A 1,543 N/A Subordinated Units — Noble Energy 15,903 N/A 15,903 N/A   EBITDA Attributable to Noble Midstream Partners LP

(Non-GAAP)

$ 33,880 N/A 60,381 N/A   Distributable Cash Flow of Noble Midstream Partners LP

(Non-GAAP)

$ 30,336 N/A 54,561 N/A

 

 

Schedule 3

Noble Midstream Partners LP

Consolidated Balance Sheets

(in thousands, unaudited)

         

June 30,

2017

     

December 31,

2016

ASSETS       Current Assets Cash and Cash Equivalents $ 19,625 $ 57,421 Accounts Receivable — Affiliate 19,644 19,191 Accounts Receivable — Third Party 3,666 — Other Current Assets 531         380   Total Current Assets 43,466 76,992 Property, Plant and Equipment Total Property, Plant and Equipment, Gross 472,430 311,045 Less: Accumulated Depreciation and Amortization (36,420 )       (31,642 ) Total Property, Plant and Equipment, Net 436,010 279,403 Investments 79,568 11,151 Deferred Charges 1,621         1,813   Total Assets $ 560,665         $ 369,359   LIABILITIES Current Liabilities Accounts Payable — Affiliate $ 687 $ 1,452 Accounts Payable — Third Party 65,047 12,501 Current Portion of Capital Lease 758 4,786 Other Current Liabilities 1,690         1,617   Total Current Liabilities 68,182 20,356 Long-Term Liabilities Long-Term Debt 190,000 — Asset Retirement Obligations 7,124 5,415 Long-Term Portion of Capital Lease 3,043 — Other Long-Term Liabilities 635         683   Total Liabilities 268,984         26,454   Commitments and Contingencies EQUITY Partners' Equity Limited Partner Common Units — Public (17,943 and 14,375 units outstanding, respectively) 463,491 311,872 Common Units — Noble Energy (2,090 and 1,528 units outstanding, respectively) (24,210 ) (3,534 ) Subordinated Units — Noble Energy (15,903 units outstanding) (190,482 ) (36,799 ) General Partner 92         —   Total Partner's Equity 248,891 271,539 Noncontrolling Interests 42,790         71,366   Total Equity 291,681         342,905   Total Liabilities and Equity $ 560,665         $ 369,359      

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 EBITDA and Distributable Cash Flow, both of which are non-GAAP measures that may be used periodically by management when discussing our financial results with investors and analysts. The following presents a reconciliation of each of these non-GAAP financial measures to its nearest comparable GAAP measure.

We define EBITDA as net income before income taxes, net interest expense, depreciation and amortization. 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 EBITDA less estimated maintenance capital expenditures. 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 cash that is available to our unitholders for a given period.

We believe that the presentation of EBITDA and Distributable Cash Flow provide information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to EBITDA and Distributable Cash Flow are net income and net cash provided by operating activities. EBITDA and Distributable Cash Flow should not be considered alternatives to net income, net cash provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and Distributable Cash Flow exclude 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, EBITDA and Distributable Cash Flow, as presented below, may not be comparable to similarly titled measures of other companies.

EBITDA and Distributable Cash Flow should not be considered as alternatives to GAAP measures, such as net income, operating income, cash flow from operating activities, or any other GAAP measure of financial performance.

  Schedule 4 (Continued) Noble Midstream Partners LP Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures     Reconciliation of Net Income (GAAP) to EBITDA and Distributable Cash Flow (Non-GAAP) (in thousands, unaudited)           Three Months Ended June 30, 2017         2016 Reconciliation from Net Income (GAAP)       Net Income and Comprehensive Income (GAAP) $ 39,107 $ 14,436 Add: Depreciation and Amortization 2,472 2,218 Interest Expense, Net of Amount Capitalized 100 (266 ) Income Tax Provision — 8,872 Unit-Based Compensation 206         $ —   EBITDA (Non-GAAP) 41,885 $ 25,260   Less: EBITDA Attributable to Noncontrolling Interests 8,005   EBITDA Attributable to Noble Midstream Partners LP (Non-GAAP) 33,880 Less: Cash Interest Paid 593 Maintenance Capital Expenditures 2,951   Distributable Cash Flow of Noble Midstream Partners LP (Non-GAAP) $ 30,336   Distributions (Declared) $ 16,089 Distribution Coverage Ratio (Declared) 1.9x  

Reconciliation of Net Cash Provided by Operating Activities (GAAP) to EBITDA

and Distributable Cash Flow (Non-GAAP)

(in thousands, unaudited)

  Three Months Ended June 30, 2017         2016 Reconciliation from Net Cash Provided by Operating Activities (GAAP) Net Cash Provided by Operating Activities (GAAP) $ 42,302 $ 32,410 Add: Interest Expense, Net of Amount Capitalized 100 (266 ) Changes in Operating Assets and Liabilities (826 ) (11,930 ) Change in Income Tax Payable — 5,051 Stock Based Compensation and Other 309         (5 ) EBITDA (Non-GAAP) 41,885 $ 25,260   Less: EBITDA Attributable to Noncontrolling Interests 8,005   EBITDA Attributable to Noble Midstream Partners LP (Non-GAAP) 33,880 Less: Cash Interest Paid 593 Maintenance Capital Expenditures 2,951   Distributable Cash Flow of Noble Midstream Partners LP (Non-GAAP) $ 30,336   Distributions (Declared) $ 16,089 Distribution Coverage Ratio (Declared) 1.9x     Schedule 4 (Continued) Noble Midstream Partners LP Reconciliations of GAAP Financial Measures to Non-GAAP Financial Measures     Reconciliation of 2017 GAAP Guidance to 2017 Non-GAAP Guidance (in millions, unaudited)           2017 Guidance 3Q       4Q       Full Year Reconciliation from Net Income (GAAP)             Net Income and Comprehensive Income (GAAP) $33 - $36 $38 - $42 $145 - $152 Add: Depreciation and Amortization 2 - 4 3 - 5 10 - 14 Add: Interest Expense, Net of Amount Capitalized 0 - 1 0 - 1 0 - 2 Add: Income Tax Provision — — — Add: Unit-Based Compensation

0

0

0 - 1 EBITDA (Non-GAAP) $35 - $41 $41 - $48 $155 - $168 Less: EBITDA Attributable to Noncontrolling Interests 3 - 2 3 - 2 25 - 23 EBITDA Attributable to Noble Midstream Partners LP (Non-GAAP) $32 - $39 $38 - $46 $130 - $145 Less: Maintenance Capital Expenditures and Cash Interest 5 - 6 7 - 8 18 - 20 Distributable Cash Flow of Noble Midstream Partners LP (Non-GAAP) $27 - $33 $32 - $38 $112 - $125 Distribution Coverage Ratio 1.6x - 1.9x 1.8x - 2.1x 1.8x - 2.0x  

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Noble Midstream Partners LPChris HickmanVP, Investor Relations(281) 943-1622chris.hickman@nblmidstream.com