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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2020	Apr. 30, 2020
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2020
Document Transition Report	false
Entity File Number	001-37640
Entity Registrant Name	NOBLE MIDSTREAM PARTNERS LP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-3011449
Entity Address, Address Line One	1001 Noble Energy Way
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77070
City Area Code	(281)
Local Phone Number	872-3100
Title of 12(b) Security	Common Units, Representing Limited Partner Interests
Trading Symbol	NBLX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Units Outstanding		90,372,114
Entity Central Index Key	0001647513
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current Assets
Cash and Cash Equivalents	$ 17,656	$ 12,676
Accounts Receivable — Affiliate	45,149	42,428
Accounts Receivable — Third Party	34,464	44,093
Other Current Assets	10,148	8,730
Total Current Assets	107,417	107,927
Property, Plant and Equipment
Total Property, Plant and Equipment, Gross	2,053,503	2,006,995
Less: Accumulated Depreciation and Amortization	(260,734)	(244,038)
Total Property, Plant and Equipment, Net	1,792,769	1,762,957
Investments	871,030	660,778
Intangible Assets, Net	269,847	277,900
Goodwill	0	109,734
Other Noncurrent Assets	5,911	6,786
Total Assets	3,046,974	2,926,082
Current Liabilities
Accounts Payable — Affiliate	8,701	8,155
Accounts Payable — Trade	98,271	107,705
Other Current Liabilities	12,885	11,680
Total Current Liabilities	119,857	127,540
Long-Term Liabilities
Long-Term Debt	1,650,799	1,495,679
Asset Retirement Obligations	38,357	37,842
Other Long-Term Liabilities	4,031	4,160
Total Liabilities	1,813,044	1,665,221
Mezzanine Equity
Redeemable Noncontrolling Interest, Net	109,281	106,005
Equity
Noncontrolling Interests	365,504	340,857
Total Equity	1,124,649	1,154,856
Total Liabilities, Mezzanine Equity and Equity	3,046,974	2,926,082
Common Units (90,161 and 90,136 units outstanding, respectively)
Equity
Limited Partner	$ 759,145	$ 813,999

Consolidated Balance Sheets (Parenthetical) - shares shares in Thousands	Mar. 31, 2020	Dec. 31, 2019
Common Units
Units outstanding (in shares)	90,161	90,136

Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenues
Midstream Services — Affiliate	$ 113,784	$ 103,803
Total Revenues	224,045	160,702
Costs and Expenses
Direct Operating	26,850	30,423
Depreciation and Amortization	25,931	23,033
General and Administrative	5,486	4,361
Goodwill impairment	109,734	0
Other Operating Expense	1,286	0
Total Operating Expenses	249,146	88,715
Operating (Loss) Income	(25,101)	71,987
Other Expense (Income)
Interest Expense, Net of Amount Capitalized	6,857	5,228
Investment Loss (Income)	5,409	(2,341)
Total Other Expense (Income)	12,266	2,887
(Loss) Income Before Income Taxes	(37,367)	69,100
Income Tax Provision	149	1,309
Net (Loss) Income	(37,516)	67,791
Less: Net Income Prior to the Drop-Down and Simplification Transaction	0	4,536
Net (Loss) Income Subsequent to the Drop-Down and Simplification Transaction	(37,516)	63,255
Less: Net (Loss) Income Attributable to Noncontrolling Interests	(47,619)	19,696
Net Income Attributable to Noble Midstream Partners LP	10,103	43,559
Less: Net Income Attributable to Incentive Distribution Rights	0	3,507
Net Income Attributable to Limited Partners	10,103	40,052
Common Units
Other Expense (Income)
Net Income Attributable to Limited Partners	$ 10,103	$ 23,967
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted	$ 0.11	$ 1.01
Weighted Average Limited Partner Units Outstanding — Basic
Basic (in sharers)	90,152	23,696
Weighted Average Limited Partner Units Outstanding — Diluted
Diluted (in shares)	90,164	23,721
Subordinated Units
Other Expense (Income)
Net Income Attributable to Limited Partners	$ 0	$ 16,085
Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted	$ 0	$ 1.01
Weighted Average Limited Partner Units Outstanding — Basic
Basic (in sharers)	0	15,903
Weighted Average Limited Partner Units Outstanding — Diluted
Diluted (in shares)	0	15,903
Midstream Services — Third Party
Revenues
Services and Sales Revenues - Third Party	$ 27,898	$ 24,029
Crude Oil Sales — Third Party
Revenues
Services and Sales Revenues - Third Party	82,363	32,870
Costs and Expenses
Cost of Crude Oil Sales	$ 79,859	$ 30,898

Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2020

Mar. 31, 2019

Cash Flows From Operating Activities

Net (Loss) Income

$ (37,516)

$ 67,791

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities

Depreciation and Amortization

25,931

23,033

Income Taxes

1,202

Goodwill Impairment

109,734

Loss (Income) from Equity Method Investees

6,562

(1,027)

Distributions from Equity Method Investees

8,631

6,659

Other Adjustments for Noncash Items Included in Income

2,145

761

Changes in Operating Assets and Liabilities, Net of Assets Acquired and Liabilities Assumed

Decrease (Increase) in Accounts Receivable

6,909

(9,310)

(Decrease) Increase in Accounts Payable

(3,299)

2,956

Other Operating Assets and Liabilities, Net

(714)

3,256

Net Cash Provided by Operating Activities

118,383

95,321

Cash Flows From Investing Activities

Additions to Property, Plant and Equipment

(53,019)

(73,602)

Additions to Investments

(225,599)

(270,603)

Other

154

289

Net Cash Used in Investing Activities

(278,464)

(343,916)

Cash Flows From Financing Activities

Distributions to Noncontrolling Interests and Parent

(5,700)

(10,067)

Contributions from Noncontrolling Interests

77,966

15,969

Borrowings Under Revolving Credit Facility

260,000

345,000

Repayment of Revolving Credit Facility

(105,000)

(175,000)

Distributions to Unitholders

(62,114)

(25,667)

Proceeds from Preferred Equity, Net of Issuance Costs

99,450

Other

(141)

(94)

Net Cash Provided by Financing Activities

165,011

249,591

Increase in Cash, Cash Equivalents, and Restricted Cash

4,930

996

Cash, Cash Equivalents, and Restricted Cash at Beginning of Period

^[1]

12,726

15,712

Cash, Cash Equivalents, and Restricted Cash at End of Period

^[1]

$ 17,656

$ 16,708

[1]	See Note 2. Basis of Presentation for our reconciliation of total cash.

Consolidated Statements of Changes in Equity - USD ($) $ in Thousands	Total	Parent	Noncontrolling Interests	Limited Partner Common Units	Limited Partner Subordinated Units Noble	General Partner
Capital, beginning at Dec. 31, 2018	$ 1,486,555	$ 170,322	$ 744,153	$ 699,866	$ (130,207)	$ 2,421
Increase (Decrease) in Partners' Capital [Roll Forward]
Net (Loss) Income	67,791	4,536	19,696	23,967	16,085	3,507
Contributions from Noncontrolling Interests and Parent	15,969		15,969
Distributions to Noncontrolling Interests and Parent	(11,164)	(6,495)	(4,669)
Distributions to Unitholders	(25,667)			(13,930)	(9,316)	(2,421)
Black Diamond Equity Ownership Promote Vesting			(6,838)	4,092	2,746
Other	470			470
Capital, ending at Mar. 31, 2019	1,533,954	$ 168,363	768,311	714,465	(120,692)	3,507
Capital, beginning at Dec. 31, 2019	1,154,856		340,857	813,999	0	0
Increase (Decrease) in Partners' Capital [Roll Forward]
Net (Loss) Income	(37,516)		(47,619)	10,103	0	0
Contributions from Noncontrolling Interests and Parent	77,966		77,966
Distributions to Noncontrolling Interests and Parent	(5,700)		(5,700)
Distributions to Unitholders	(62,114)			(62,114)	0	0
Black Diamond Equity Ownership Promote Vesting	(3,276)		0	(3,276)	0
Other	433			433
Capital, ending at Mar. 31, 2020	$ 1,124,649		$ 365,504	$ 759,145	$ 0	$ 0

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

Organization and Nature of Operations

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Operations

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 sponsor, Noble Energy, Inc. (“Noble” or “Parent”), to own, operate, develop and acquire a wide range of domestic midstream infrastructure assets. Our current focus areas are the Denver-Julesburg Basin (“DJ Basin”) in Colorado and the Southern Delaware Basin position of the Permian Basin (“Delaware Basin”) in Texas.

Partnership Assets Our assets consist of ownership interests in certain 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 ⁽²⁾	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	100%	N/A
San Juan River LLC ⁽²⁾	East Pony IDP (DJ Basin)	Water Services	100%	N/A
Green River LLC ⁽²⁾	Mustang IDP (DJ Basin)	Crude Oil Gathering Natural Gas Gathering Water Services	100%	N/A
Laramie River LLC ⁽²⁾	Greeley Crescent IDP (DJ Basin)	Crude Oil Gathering Water Services	100%	N/A
Laramie River LLC ⁽²⁾	Black Diamond Dedication Area (DJ Basin) ⁽³⁾	Crude Oil Gathering Natural Gas Gathering Crude Oil Transmission	54.4%	45.6%
Gunnison River DevCo LP	Bronco IDP (DJ Basin)⁽⁴⁾	Crude Oil Gathering Water Services	5%	95%
Blanco River LLC ⁽²⁾	Delaware Basin	Crude Oil Gathering Natural Gas Gathering Produced Water Services	100%	N/A
Trinity River DevCo LLC ⁽⁵⁾	Delaware Basin	Crude Oil Transmission Natural Gas Compression	100%	N/A
Dos Rios DevCo LLC ⁽⁶⁾	Delaware Basin	Crude Oil Transmission Y-Grade Transmission	100%	N/A
Noble Midstream Holdings LLC	East Pony IDP (DJ Basin)	Natural Gas Gathering Natural Gas Processing	100%	N/A
Noble Midstream Holdings LLC	Delaware Basin	Crude Oil Gathering Natural Gas Gathering Produced Water Services	100%	N/A


⁽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⁾	On December 31, 2019, the general partner and limited partnership of each of the companies were merged into limited liability companies.


⁽³⁾	Our ownership interest in Saddlehorn Pipeline Company, LLC (“Saddlehorn”) is owned through a wholly-owned subsidiary of Black Diamond. See Note 6. Investments.


⁽⁴⁾	The Bronco IDP is a future development area. We currently have no midstream infrastructure assets in the Bronco IDP.


⁽⁵⁾	Our interest in Advantage Pipeline Holdings, L.L.C. (“Advantage”) is owned through Trinity River DevCo LLC.


⁽⁶⁾	Our ownership interests in Delaware Crossing LLC (“Delaware Crossing”), EPIC Y-Grade, LP (“EPIC Y-Grade”), EPIC Crude Holdings, LP (“EPIC Crude”) and EPIC Propane Pipeline Holdings, LP (“EPIC Propane”) are owned through wholly-owned subsidiaries of Dos Rios DevCo LLC. See Note 6. Investments.

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 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.

Basis of Presentation

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

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, 2020 and December 31, 2019 and for the three months ended March 31, 2020 and 2019 contain all normally recurring adjustments considered necessary for a fair presentation of our financial position, results of operations, cash flows and equity for such periods.

Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. We have no items of other comprehensive income; therefore, our net income is identical to our comprehensive income.

Consolidation Our consolidated financial statements include our accounts, the accounts of subsidiaries which the Partnership wholly owns and the accounts of subsidiaries in which the Partnership has partial ownership.

Variable Interest Entities Our consolidated financial statements include the accounts of Black Diamond, which we control. We have determined that the partners with equity at risk in Black Diamond lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact their economic performance. Therefore, Black Diamond is considered a variable interest entity (“VIE”). Through our majority representation on the Black Diamond board of directors as well as our responsibility as operator of the Black Diamond system, we have the authority to direct the activities that most significantly affect economic performance and the obligation to absorb losses or the right to receive benefits that could be potentially significant to us. Therefore, we are considered the primary beneficiary and consolidate Black Diamond in our financial statements. Financial statement activity associated with Black Diamond is captured within the Gathering Systems and the Investments in Midstream Entities reportable segments. See Note 7. Segment Information.

Drop-Down and Simplification Transaction On November 14, 2019, we entered into a Contribution, Conveyance, Assumption and Simplification Agreement with Noble. Pursuant to such agreement, we acquired (i) the remaining 60% limited partner interest in Blanco River DevCo LP, (ii) the remaining 75% limited partner interest in Green River DevCo LP, (iii) the remaining 75% limited partner interest in San Juan River DevCo LP and (iv) all of the issued and outstanding limited liability company interests of Noble Midstream Holdings LLC (“NBL Holdings”). Additionally, all of the Incentive Distribution Rights (“IDRs”) were converted into common units representing limited partner interests in the Partnership (“Common Units”). The acquisition of the interests and conversion of the IDRs are collectively referred to as the “Drop-Down and Simplification Transaction.” The total consideration paid by the Partnership for the Drop-Down and Simplification Transaction was $1.6 billion, which consisted of $670 million in cash and 38,455,018 Common Units issued to Noble.

The Drop-Down and Simplification Transaction represented a transaction between entities under common control. Prior to the acquisition of the remaining limited partner interests in Blanco River DevCo LP, Green River DevCo LP and San Juan River DevCo LP, the interests were reflected as noncontrolling interests in the Partnership’s consolidated financial statements. As we acquired additional interests in already-consolidated entities, the acquisition of these interests did not result in a change in reporting entity, as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 805, Business Combinations. Therefore, results of operations related to these entities are accounted for on a prospective basis.

Conversely, the acquisition of all of the issued and outstanding limited liability company interests of NBL Holdings is characterized as a change in reporting entity, as defined under FASB Accounting Standards Codification Topic 805, Business Combinations, as this entity previously had not been consolidated by us. Therefore, results of operations related to NBL Holdings have been accounted for on a retrospective basis. Our financial information has been recast to include the historical results of NBL Holdings for the three months ended March 31, 2019. The financial statements of NBL Holdings for the period prior to the Drop-Down and Simplification Transaction have been prepared from the separate records maintained by Noble and may not necessarily be indicative of the results of operations had these entities operated on a consolidated basis during those periods. Because a direct ownership relationship did not exist among the Partnership and NBL Holdings prior to the Drop-Down and Simplification Transaction, the net investment in NBL Holdings is shown as Parent Net Investment, in lieu of partners’ equity, in the accompanying Consolidated Statement of Changes in Equity for periods prior to the Drop-Down and Simplification Transaction.

Equity Method of Accounting We use the equity method of accounting for investments in entities that we do not control but over which we exert significant influence. For certain entities, we serve as the operator and exert significant influence over the day-to-day operations. For other entities, we do not serve as the operator; however, our voting position on management committees or the board of directors allows us to exert significant influence over decisions regarding capital investments, budgets, turnarounds, maintenance, monetization decisions and other project matters. Under the equity method of accounting, initially we record the investment at our cost. Differences in the cost, or basis, of the investment and the net asset value of the investee will be amortized into earnings over the remaining useful life of the underlying assets. See Note 6. Investments.

Cost Method of Accounting We use the cost method of accounting for our 3.33% interest in White Cliffs Pipeline L.L.C. (“White Cliffs”) as we have virtually no influence over its operations and financial policies. Under the cost method of accounting, we recognize cash distributions from White Cliffs as investment income in our consolidated statements of operations to the extent there is net income and record cash distributions in excess of our ratable share of earnings as return of investment. See Note 6. Investments.

Redeemable Noncontrolling Interest Our redeemable noncontrolling interest is related to the preferred equity issuance by one of our subsidiaries. We can redeem the preferred equity in whole or in part at any time for cash at a predetermined redemption price. The predetermined redemption price is the greater of (i) an amount necessary to achieve a 12% internal rate of return or (ii) an amount necessary to achieve a 1.375x multiple on invested capital. GIP CAPS Dos Rios Holding Partnership, L.P. (“GIP”) can request redemption of the preferred equity on or after March 25, 2025. As GIP’s redemption right is outside of our control, the preferred equity is not considered to be a component of equity on the consolidated balance sheet, and is reported as mezzanine equity on the consolidated balance sheet. In addition, because the preferred equity was issued by a subsidiary of the Partnership and is held by a third party, it is considered a redeemable noncontrolling interest.

The preferred equity was recorded initially at fair value on the issuance date. Subsequent to issuance, we accrete changes in the redemption value of the preferred equity from the date of issuance to GIP’s earliest redemption date. The preferred equity is perpetual and has a 6.5% annual dividend rate, payable quarterly in cash, with the ability to accrue unpaid dividends during the first two years following the closing. During any quarter in which a dividend is accrued, the accreted value of the preferred equity will be increased by the accrued but unpaid dividend (i.e., a paid-in-kind dividend). Accretion during the three months ended March 31, 2020 was approximately $3.3 million.

Noncontrolling Interests We present our consolidated financial statements with a noncontrolling interest section representing Greenfield Member’s ownership of Black Diamond and Noble’s retained ownership in the Gunnison River DevCo LP.

Segment Information Accounting policies for reportable segments are the same as those described in this footnote. Transfers between segments are accounted for at market value. We do not consider interest income and expense or income tax benefit or expense in our evaluation of the performance of reportable segments. See Note 7. Segment Information.

Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires us to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment. The current commodity price, supply and demand environment coupled with the novel coronavirus (“COVID-19”) pandemic contributed to an unusually high degree of uncertainty in our estimates this quarter and have increased the likelihood that actual results could differ significantly from those estimates.

Impairments During the quarter, 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 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, 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.

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.

Intangible Assets Our intangible asset accumulated amortization totaled approximately $69.9 million and $61.9 million as of March 31, 2020 and December 31, 2019, respectively. Intangible asset amortization expense totaled approximately $8.1 million for the three months ended March 31, 2020 and 2019.

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, 2020 and 2019.

For periods prior to the Drop-Down and Simplification Transaction, our consolidated financial statements include a provision for tax expense on income related to the assets contributed to the Partnership. Deferred federal and state income taxes were provided on temporary differences between the financial statement carrying amounts of recognized assets and liabilities and their respective tax bases as if the Partnership filed tax returns as a stand-alone entity. Substantially all of our tax provision for the three months ended March 31, 2019 represents federal income taxes associated with the assets contributed in the Drop-Down and Simplification Transaction.

Recently Adopted Accounting Standards

Clarifying Certain Accounting Standards Codification (“ASC”) Topics In first quarter 2020, the FASB issued ASU No. 2020-01: Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), to clarify the interactions between these Topics. The update provides clarifications for entities investing in equity securities accounted for under the ASC 321 measurement alternative and companies that hold certain non-derivative forward contracts and purchased options to acquire equity securities. ASU 2020-01 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We early adopted this ASU in first quarter 2020. This adoption did not have a material impact on our financial statements.

Recently Issued Accounting Standards

London Interbank Offered Rate (“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)	2020		2019
Cash and Cash Equivalents at Beginning of Period	$	12,676	$	14,761
Restricted Cash at Beginning of Period⁽¹⁾	50		951
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	$	12,726	$	15,712

Cash and Cash Equivalents at End of Period	$	17,656	$	16,658
Restricted Cash at End of Period⁽¹⁾	—		50
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	17,656	$	16,708


⁽¹⁾	Restricted cash represents the amount held as collateral for certain of our letters of credit.

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, 2020. A certain fresh water delivery affiliate revenue agreement contains a minimum volume commitment for the delivery of fresh water for a fixed fee per barrel with annual percentage escalations. The following table includes estimated revenues, as of March 31, 2020, for the agreement. Our actual volumes delivered may exceed the future minimum volume commitment.



(in thousands)	Midstream Services — Affiliate
Remainder of 2020	$	27,776
2021	37,635
Total	$	65,411

Transactions with Affiliates

3 Months Ended

Mar. 31, 2020

Transactions with Affiliates

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)	2020		2019
Gathering and Processing	$	89,298	$	75,380
Fresh Water Delivery	23,599		27,587
Other	887		836
Total Midstream Services — Affiliate	$	113,784	$	103,803

Expenses General and administrative expense consists of the following:



	Three Months Ended March 31,
(in thousands)	2020		2019
General and Administrative Expense — Affiliate	$	2,674	$	2,278
General and Administrative Expense — Third Party	2,812		2,083
Total General and Administrative Expense	$	5,486	$	4,361

Omnibus Agreement Our omnibus agreement with Noble contractually requires us to pay a fixed annual fee to Noble for certain administrative and operational support services being provided to us. The omnibus agreement generally remains in full force and effect so long as Noble controls our general partner, Noble Midstream GP, LLC (“General Partner”). The cap on the initial rate of $6.9 million expired in September 2019 and we completed the annual fee redetermination process during February 2020. The redetermined rate is $15.7 million and became effective March 1, 2020.

Property, Plant and Equipment

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 4. Property, Plant and Equipment

Property, plant and equipment, at cost, is as follows:



(in thousands)	March 31, 2020			December 31, 2019
Gathering and Processing Systems	$	1,840,973		$	1,795,957
Fresh Water Delivery Systems	95,886			96,004
Construction-in-Progress ⁽¹⁾	116,644			115,034
Total Property, Plant and Equipment, at Cost	2,053,503			2,006,995
Accumulated Depreciation and Amortization	(260,734		)	(244,038		)
Property, Plant and Equipment, Net	$	1,792,769		$	1,762,957

⁽¹⁾

Construction-in-progress at March 31, 2020 primarily includes $99.9 million in gathering system projects and $15.3 million in equipment for use in future projects. Construction-in-progress at December 31, 2019 primarily includes $98.4 million in gathering system projects and $15.4 million in equipment for use in future projects.

Debt

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Debt

Note 5. Debt

Debt consists of the following:



	March 31, 2020					December 31, 2019
(in thousands, except percentages)	Debt			Interest Rate		Debt			Interest Rate
Revolving Credit Facility, due March 9, 2023⁽¹⁾	$	750,000		2.16	%	$	595,000		3.11	%
Term Loan Credit Facility, due July 31, 2021	500,000			1.94	%	500,000			2.85	%
Term Loan Credit Facility, due August 23, 2022	400,000			1.82	%	400,000			2.74	%
Finance Lease Obligation	2,019			—	%	2,005			—	%
Total	1,652,019					1,497,005
Unamortized Debt Issuance Costs	(1,220		)			(1,326		)
Total Debt	1,650,799					1,495,679
Finance Lease Obligation Due Within One Year	—					—
Long-Term Debt	$	1,650,799				$	1,495,679


⁽¹⁾	Our revolving credit facility has a total borrowing capacity of $1.15 billion. As of March 31, 2020 and December 31, 2019, our revolving credit facility had $400 million and $555 million available for borrowing, respectively.

During the first quarter 2020, we borrowed a net $155 million under our revolving credit facility. Proceeds from our revolving credit facility were utilized to fund portions of our capital contributions to investments, capital program and for working capital purposes.

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, 2020.

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.

Investments

3 Months Ended

Mar. 31, 2020

Equity Method Investments and Joint Ventures [Abstract]

Investments

Note 6. Investments

We have ownership interests in the following entities:


•	3.33% interest in White Cliffs;


•	50% interest in Advantage;


•	50% interest in Delaware Crossing;


•	15% interest in EPIC Y-Grade;


•	30% interest in EPIC Crude;


•	15% interest in EPIC Propane; and


•	20% interest in Saddlehorn.

Delaware Crossing On February 7, 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. During the first three months of 2020, we made capital contributions of approximately $16.9 million.

EPIC Y-Grade On January 31, 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. Upon commissioning of the EPIC Crude pipeline in February 2020, EPIC began the clean out process and transition of the EPIC Y-Grade pipeline back to NGL service. During the first three months of 2020, we made capital contributions of approximately $12.8 million.

EPIC Crude On January 31, 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 commissioned in February 2020 and entered full service on April 1, 2020. During the first three months of 2020, we made capital contributions of approximately $30.0 million.

EPIC Propane On December 19, 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, Texas to the Phillips 66 petrochemical facility in Sweeney, Texas, with additional connectivity to the Markham underground storage caverns. During the first three months of 2020, we made capital contributions of approximately $1.5 million.

Saddlehorn Pipeline On February 1, 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, 2020		December 31, 2019
White Cliffs	$	10,115	$	10,268
Advantage	75,139		76,834
Delaware Crossing	85,423		68,707
EPIC Y-Grade	171,221		162,850
EPIC Crude	364,885		339,116
EPIC Propane	4,503		3,003
Saddlehorn	159,744		—
Total Investments	$	871,030	$	660,778

The following table presents our investment loss (income) for the periods indicated:



	Three Months Ended March 31,
(in thousands)	2020			2019
White Cliffs	$	(715	)	$	(1,048	)
Advantage	(2,076		)	(2,241		)
Delaware Crossing	720			1,183
EPIC Y-Grade	5,618			30
EPIC Crude	6,901			—
EPIC Propane	25			—
Saddlehorn	(4,626		)	—
Other ⁽¹⁾	(438		)	(265		)
Total Investment Loss (Income)	$	5,409		$	(2,341	)

⁽¹⁾

Represents income associated with our fee for serving as the operator of Advantage and Delaware Crossing.

Segment Information

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Segment Information

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, 2020
Midstream Services — Affiliate	$	90,185		$	23,599	$	—		$	—		$	113,784
Midstream Services — Third Party	23,724			4,174		—			—			27,898
Crude Oil Sales — Third Party	82,363			—		—			—			82,363
Total Revenues	196,272			27,773		—			—			224,045
Goodwill Impairment	109,734			—		—			—			109,734
Income (Loss) Before Income Taxes	(41,218		)	22,443		(5,409		)	(13,183		)	(37,367		)
Additions to Long-Lived Assets	47,619			—		—			109			47,728
Additions to Investments	—			—		225,599			—			225,599

Three Months Ended March 31, 2019
Midstream Services — Affiliate	$	76,216		$	27,587	$	—		$	—		$	103,803
Midstream Services — Third Party	20,220			3,809		—			—			24,029
Crude Oil Sales — Third Party	32,870			—		—			—			32,870
Total Revenues	129,306			31,396		—			—			160,702
Income (Loss) Before Income Taxes	53,660			23,209		2,341			(10,110		)	69,100
Additions to Long-Lived Assets	75,176			2,756		—			269			78,201
Additions to Investments	—			—		270,603			—			270,603

March 31, 2020
Total Assets	$	2,066,048		$	94,420	$	871,030		$	15,476		$	3,046,974

December 31, 2019
Total Assets	$	2,160,026		$	91,840	$	660,778		$	13,438		$	2,926,082

⁽¹⁾

The Corporate segment includes all general Partnership activity not attributable to our operating subsidiaries.

Partnership Distributions

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Partnership Distributions

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:



					Distributions (in thousands)
					Limited Partners
Period	Record Date	Distribution Date	Distribution per Limited Partner Unit		Common Unitholders⁽¹⁾		Subordinated Unitholders ⁽²⁾		Holder of IDRs ⁽³⁾		Total
Q4 2018	February 4, 2019	February 11, 2019	$	0.5858	$	13,876	$	9,316	$	2,421	$	25,613
Q4 2019	February 4, 2020	February 14, 2020	$	0.6878	$	62,012	$	—	$	—	$	62,012


⁽¹⁾	Distributions to common unitholders does not include distribution equivalent rights on units that vested under the Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the “LTIP’).


⁽²⁾	On May 14, 2019, all Subordinated Units were converted into Common Units.


⁽³⁾	In November 2019, we acquired all of Noble’s IDRs. See Note 2. Basis of Presentation

Cash Distributions On March 25, 2020, the Board of Directors of our General Partner approved a 73% reduction of the quarterly distribution to $0.1875 per unit due to the volatile commodity and market environment. The distribution will be paid on May 15, 2020, to unitholders of record as of May 8, 2020.

Net Income Per Limited Partner Unit

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Net Income Per Limited Partner Unit

Note 9. Net Income Per Limited Partner Unit

Our net income is attributed to limited partners, in accordance with their respective ownership percentages, and when applicable, giving effect to incentive distributions paid to Noble. For periods prior to the conversion of Subordinated Units and simplification of IDRs, we had more than one class of participating securities and we utilized the two-class method when calculating the net income per unit applicable to limited partners. The classes of participating securities include Common Units, Subordinated Units and IDRs.

Basic and diluted net income per limited partner Common Unit and Subordinated Unit is computed by dividing the respective limited partners’ interest in net income for the period by the weighted-average number of Common Units and Subordinated Units outstanding for the period. Diluted net income per limited partner Common Unit and Subordinated Unit reflects the potential dilution that could occur if agreements to issue Common Units, such as awards under the LTIP, were settled or converted into Common Units. When it is determined that potential Common Units resulting from an award should be included in the diluted net income per limited partner Common and Subordinated Unit calculation, the impact is reflected by applying the treasury stock method.

Our calculation of net income per limited partner Common and Subordinated Unit is as follows:



	Three Months Ended March 31,
(in thousands, except per unit amounts)	2020		2019
Net Income Attributable to Noble Midstream Partners LP	$	10,103	$	43,559
Less: Net Income Attributable to Incentive Distribution Rights	—		3,507
Net Income Attributable to Limited Partners	$	10,103	$	40,052

Net Income Attributable to Common Units	$	10,103	$	23,967
Net Income Attributable to Subordinated Units ⁽¹⁾	—		16,085
Net Income Attributable to Limited Partners	$	10,103	$	40,052

Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted
Common Units	$	0.11	$	1.01
Subordinated Units ⁽¹⁾	$	—	$	1.01

Weighted Average Limited Partner Units Outstanding — Basic
Common Units	90,152		23,696
Subordinated Units ⁽¹⁾	—		15,903

Weighted Average Limited Partner Units Outstanding — Diluted
Common Units	90,164		23,721
Subordinated Units ⁽¹⁾	—		15,903

Antidilutive Restricted Units	167		67

⁽¹⁾

On May 14, 2019, all Subordinated Units were converted into Common Units.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 10. Commitments and Contingencies 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.

Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Consolidation

Variable Interest Entities

Equity Method of Accounting

Cost Method of Accounting

Redeemable Noncontrolling Interests

Segment Information

Use of Estimates

Intangible Assets

Recently Adopted and Recently Issued Accounting Standards

Recently Adopted Accounting Standards

Recently Issued Accounting Standards



	Three Months Ended March 31,
(in thousands)	2020		2019
Cash and Cash Equivalents at Beginning of Period	$	12,676	$	14,761
Restricted Cash at Beginning of Period⁽¹⁾	50		951
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	$	12,726	$	15,712

Cash and Cash Equivalents at End of Period	$	17,656	$	16,658
Restricted Cash at End of Period⁽¹⁾	—		50
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	17,656	$	16,708


⁽¹⁾	Restricted cash represents the amount held as collateral for certain of our letters of credit.

Revenue Recognition

Organization and Nature of Operations (Tables)

3 Months Ended

Mar. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Subsidiaries

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 ⁽²⁾	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	100%	N/A
San Juan River LLC ⁽²⁾	East Pony IDP (DJ Basin)	Water Services	100%	N/A
Green River LLC ⁽²⁾	Mustang IDP (DJ Basin)	Crude Oil Gathering Natural Gas Gathering Water Services	100%	N/A
Laramie River LLC ⁽²⁾	Greeley Crescent IDP (DJ Basin)	Crude Oil Gathering Water Services	100%	N/A
Laramie River LLC ⁽²⁾	Black Diamond Dedication Area (DJ Basin) ⁽³⁾	Crude Oil Gathering Natural Gas Gathering Crude Oil Transmission	54.4%	45.6%
Gunnison River DevCo LP	Bronco IDP (DJ Basin)⁽⁴⁾	Crude Oil Gathering Water Services	5%	95%
Blanco River LLC ⁽²⁾	Delaware Basin	Crude Oil Gathering Natural Gas Gathering Produced Water Services	100%	N/A
Trinity River DevCo LLC ⁽⁵⁾	Delaware Basin	Crude Oil Transmission Natural Gas Compression	100%	N/A
Dos Rios DevCo LLC ⁽⁶⁾	Delaware Basin	Crude Oil Transmission Y-Grade Transmission	100%	N/A
Noble Midstream Holdings LLC	East Pony IDP (DJ Basin)	Natural Gas Gathering Natural Gas Processing	100%	N/A
Noble Midstream Holdings LLC	Delaware Basin	Crude Oil Gathering Natural Gas Gathering Produced Water Services	100%	N/A


⁽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⁾	On December 31, 2019, the general partner and limited partnership of each of the companies were merged into limited liability companies.


⁽³⁾	Our ownership interest in Saddlehorn Pipeline Company, LLC (“Saddlehorn”) is owned through a wholly-owned subsidiary of Black Diamond. See Note 6. Investments.


⁽⁴⁾	The Bronco IDP is a future development area. We currently have no midstream infrastructure assets in the Bronco IDP.


⁽⁵⁾	Our interest in Advantage Pipeline Holdings, L.L.C. (“Advantage”) is owned through Trinity River DevCo LLC.

⁽⁶⁾

Our ownership interests in Delaware Crossing LLC (“Delaware Crossing”), EPIC Y-Grade, LP (“EPIC Y-Grade”), EPIC Crude Holdings, LP (“EPIC Crude”) and EPIC Propane Pipeline Holdings, LP (“EPIC Propane”) are owned through wholly-owned subsidiaries of Dos Rios DevCo LLC. See Note 6. Investments.

Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Schedule of Cash, Cash Equivalents and Restricted 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)	2020		2019
Cash and Cash Equivalents at Beginning of Period	$	12,676	$	14,761
Restricted Cash at Beginning of Period⁽¹⁾	50		951
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	$	12,726	$	15,712

Cash and Cash Equivalents at End of Period	$	17,656	$	16,658
Restricted Cash at End of Period⁽¹⁾	—		50
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	17,656	$	16,708

⁽¹⁾

Restricted cash represents the amount held as collateral for certain of our letters of credit.

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

The following table includes estimated revenues, as of March 31, 2020, for the agreement. Our actual volumes delivered may exceed the future minimum volume commitment.



(in thousands)	Midstream Services — Affiliate
Remainder of 2020	$	27,776
2021	37,635
Total	$	65,411

Transactions with Affiliates (Tables)

3 Months Ended

Mar. 31, 2020

Schedule of Related Party Transactions

Revenues generated from commercial agreements with Noble and its affiliates consist of the following:



	Three Months Ended March 31,
(in thousands)	2020		2019
Gathering and Processing	$	89,298	$	75,380
Fresh Water Delivery	23,599		27,587
Other	887		836
Total Midstream Services — Affiliate	$	113,784	$	103,803

Schedule of General and Administrative Expenses

General and administrative expense consists of the following:



	Three Months Ended March 31,
(in thousands)	2020		2019
General and Administrative Expense — Affiliate	$	2,674	$	2,278
General and Administrative Expense — Third Party	2,812		2,083
Total General and Administrative Expense	$	5,486	$	4,361

Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, plant and equipment, at cost, is as follows:



(in thousands)	March 31, 2020			December 31, 2019
Gathering and Processing Systems	$	1,840,973		$	1,795,957
Fresh Water Delivery Systems	95,886			96,004
Construction-in-Progress ⁽¹⁾	116,644			115,034
Total Property, Plant and Equipment, at Cost	2,053,503			2,006,995
Accumulated Depreciation and Amortization	(260,734		)	(244,038		)
Property, Plant and Equipment, Net	$	1,792,769		$	1,762,957

⁽¹⁾

Debt (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Debt consists of the following:



	March 31, 2020					December 31, 2019
(in thousands, except percentages)	Debt			Interest Rate		Debt			Interest Rate
Revolving Credit Facility, due March 9, 2023⁽¹⁾	$	750,000		2.16	%	$	595,000		3.11	%
Term Loan Credit Facility, due July 31, 2021	500,000			1.94	%	500,000			2.85	%
Term Loan Credit Facility, due August 23, 2022	400,000			1.82	%	400,000			2.74	%
Finance Lease Obligation	2,019			—	%	2,005			—	%
Total	1,652,019					1,497,005
Unamortized Debt Issuance Costs	(1,220		)			(1,326		)
Total Debt	1,650,799					1,495,679
Finance Lease Obligation Due Within One Year	—					—
Long-Term Debt	$	1,650,799				$	1,495,679

⁽¹⁾

Our revolving credit facility has a total borrowing capacity of $1.15 billion.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Investments (Tables)

3 Months Ended

Mar. 31, 2020

Equity Method Investments and Joint Ventures [Abstract]

Summary of Investments

The following table presents our investments at the dates indicated:



(in thousands)	March 31, 2020		December 31, 2019
White Cliffs	$	10,115	$	10,268
Advantage	75,139		76,834
Delaware Crossing	85,423		68,707
EPIC Y-Grade	171,221		162,850
EPIC Crude	364,885		339,116
EPIC Propane	4,503		3,003
Saddlehorn	159,744		—
Total Investments	$	871,030	$	660,778

Investment Income

The following table presents our investment loss (income) for the periods indicated:



	Three Months Ended March 31,
(in thousands)	2020			2019
White Cliffs	$	(715	)	$	(1,048	)
Advantage	(2,076		)	(2,241		)
Delaware Crossing	720			1,183
EPIC Y-Grade	5,618			30
EPIC Crude	6,901			—
EPIC Propane	25			—
Saddlehorn	(4,626		)	—
Other ⁽¹⁾	(438		)	(265		)
Total Investment Loss (Income)	$	5,409		$	(2,341	)

⁽¹⁾

Represents income associated with our fee for serving as the operator of Advantage and Delaware Crossing.

Segment Information (Tables)

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

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, 2020
Midstream Services — Affiliate	$	90,185		$	23,599	$	—		$	—		$	113,784
Midstream Services — Third Party	23,724			4,174		—			—			27,898
Crude Oil Sales — Third Party	82,363			—		—			—			82,363
Total Revenues	196,272			27,773		—			—			224,045
Goodwill Impairment	109,734			—		—			—			109,734
Income (Loss) Before Income Taxes	(41,218		)	22,443		(5,409		)	(13,183		)	(37,367		)
Additions to Long-Lived Assets	47,619			—		—			109			47,728
Additions to Investments	—			—		225,599			—			225,599

Three Months Ended March 31, 2019
Midstream Services — Affiliate	$	76,216		$	27,587	$	—		$	—		$	103,803
Midstream Services — Third Party	20,220			3,809		—			—			24,029
Crude Oil Sales — Third Party	32,870			—		—			—			32,870
Total Revenues	129,306			31,396		—			—			160,702
Income (Loss) Before Income Taxes	53,660			23,209		2,341			(10,110		)	69,100
Additions to Long-Lived Assets	75,176			2,756		—			269			78,201
Additions to Investments	—			—		270,603			—			270,603

March 31, 2020
Total Assets	$	2,066,048		$	94,420	$	871,030		$	15,476		$	3,046,974

December 31, 2019
Total Assets	$	2,160,026		$	91,840	$	660,778		$	13,438		$	2,926,082

⁽¹⁾

The Corporate segment includes all general Partnership activity not attributable to our operating subsidiaries.

Partnership Distributions (Tables)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Distributions Made to Limited Partner, by Distribution

The following table details the distributions paid in respect of the periods presented below:



					Distributions (in thousands)
					Limited Partners
Period	Record Date	Distribution Date	Distribution per Limited Partner Unit		Common Unitholders⁽¹⁾		Subordinated Unitholders ⁽²⁾		Holder of IDRs ⁽³⁾		Total
Q4 2018	February 4, 2019	February 11, 2019	$	0.5858	$	13,876	$	9,316	$	2,421	$	25,613
Q4 2019	February 4, 2020	February 14, 2020	$	0.6878	$	62,012	$	—	$	—	$	62,012


⁽¹⁾	Distributions to common unitholders does not include distribution equivalent rights on units that vested under the Noble Midstream Partners LP 2016 Long-Term Incentive Plan (the “LTIP’).


⁽²⁾	On May 14, 2019, all Subordinated Units were converted into Common Units.

⁽³⁾

In November 2019, we acquired all of Noble’s IDRs. See Note 2. Basis of Presentation

Net Income Per Limited Partner Unit (Tables)

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Our calculation of net income per limited partner Common and Subordinated Unit is as follows:



	Three Months Ended March 31,
(in thousands, except per unit amounts)	2020		2019
Net Income Attributable to Noble Midstream Partners LP	$	10,103	$	43,559
Less: Net Income Attributable to Incentive Distribution Rights	—		3,507
Net Income Attributable to Limited Partners	$	10,103	$	40,052

Net Income Attributable to Common Units	$	10,103	$	23,967
Net Income Attributable to Subordinated Units ⁽¹⁾	—		16,085
Net Income Attributable to Limited Partners	$	10,103	$	40,052

Net Income Attributable to Limited Partners Per Limited Partner Unit — Basic and Diluted
Common Units	$	0.11	$	1.01
Subordinated Units ⁽¹⁾	$	—	$	1.01

Weighted Average Limited Partner Units Outstanding — Basic