Noble Energy (NYSE:NBL) is an independent oil and natural gas exploration and production company with a diversified high-quality portfolio of both U.S. unconventional and global offshore conventional assets spanning three continents.
Project: NEXUS Gas Transmission
Firm Commitment: 75,000 Dth/d
Project: EPIC Crude Pipeline
Firm Commitment: 100 M Bbls/d
Project: Leach Xpress
Firm Commitment: 200 Mmcf/d
COST: 568 $MM
VOLUMES: 1.6 MBOE/d
ACRES: 30200 Acres
COST: 800 $MM
VOLUMES: 32 Mmcf/d
COST: 340 $MM
VOLUMES: 2.6 MBOE/d
COST: 1.225 $B
VOLUMES: 415 Mmcfe/d
ACRES: 385000 Acres
COST: 505 $MM
VOLUMES: 2.4 MBOE/d
ACRES: 33100 Acres
DALLAS, Dec. 21, 2018 /PRNewswire/ -- Swank Capital, LLC, and Cushing® Asset Management, LP, announce today the upcoming rebalancing of The Cushing® Energy Supply Chain Index (the "Index") as part of normal index operations. After the markets close on December 31, 2018, the constituents of the Index will be rebalanced, and the following changes will become effective on January 2, 2019:
Constituents added:
CNX Midstream Partners LP (NYSE: CNXM)
Crestwood Equity Partners LP (NYSE: CEQP)
Shell Midstream Partners, L.P. (NYSE: SHLX)
FMC Corporation (NYSE: FMC)
Noble Energy, Inc. (NYSE: NBL)
Hess Corporation (NYSE: HES)
Constituents removed:
AmeriGas Partners, L.P. (NYSE: APU)
Dominion Energy Midstream Partners, LP (NYSE: DM)
EnLink Midstream Partners, LP (NYSE: ENLK)
ConocoPhillips (NYSE: COP)
Ecolab Inc. (NYSE: ECL)
ABOUT THE CUSHING® ENERGY SUPPLY CHAIN INDEX
The Cushing® Energy Supply Chain Index tracks the performance of widely held companies engaged in exploration and production, refining and marketing, or storage and transportation of oil, natural gas, coal and consumable fuels; oil and natural gas equipment and services companies; and companies that extract and/or manufacture materials. Constituents of the Index are weighted based on current yield. The Index price level is calculated by S&P Dow Jones Indices and reported on a real-time basis under the Bloomberg ticker "CSCI".
ABOUT CUSHING® ASSET MANAGEMENT AND SWANK CAPITAL
Cushing® Asset Management, LP ("Cushing"), a subsidiary of Swank Capital, LLC, is an SEC-registered investment adviser headquartered in Dallas, Texas. Cushing serves as investment adviser to affiliated funds and managed accounts which invest primarily in securities of midstream energy infrastructure companies and other natural resource companies.
Cushing is also dedicated to serving the needs of investors by sponsoring a variety of benchmarks, including The Cushing® 30 MLP Index (Bloomberg Ticker: MLPX), The Cushing® 30 MLP Market Cap Index (Bloomberg Ticker: CMCI), The Cushing® MLP High Income Index (Bloomberg Ticker: MLPY), The Cushing® Energy Index (Bloomberg Ticker: CENI), The Cushing® Transportation Index (Bloomberg Ticker: CTRI) and The Cushing® Utility Index (Bloomberg Ticker: CUTI). For more information, please visit http://www.cushingasset.com/indices.
Contact:
Judson Redmond
214-692-6334
www.cushingasset.com
The Cushing® Energy Supply Chain Index (the "Index") is the exclusive property of Swank Capital, LLC, and Cushing Asset Management, LP, which have contracted with S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC) ("S&P Dow Jones Indices") to calculate and maintain the Index. S&P® is a registered trademark of Standard & Poor's Financial Services LLC ("SPFS"); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"); and, these trademarks have been licensed to S&P Dow Jones Indices. "Calculated by S&P Dow Jones Indices" and its related stylized mark(s) have been licensed for use by Cushing Asset Management, LP. Neither S&P Dow Jones Indices, SPFS, Dow Jones nor any of their affiliates sponsor and promote the Index and none shall be liable for any errors or omissions in calculating the Index.
CUSH-CSCI
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SOURCE Cushing Asset Management, LP; Swank Capital, LLC
HOUSTON, Sept. 13, 2018 /PRNewswire/ -- DNV GL-Business Assurance USA, Inc. has certified Noble Energy Mediterranean Ltd. (NEML) for full compliance to the SEMS (Safety and Environmental System) standard, which represents the Center for Offshore Safety's criteria for safe operations of offshore production platforms.
NEML achieved certification with zero non-conformities reflecting its adherence to the latest requirements of the SEMS standard which includes API RP 75 governing best practices in oil and natural gas drilling and production operations.
Having achieved its initial SEMS certification in 2016, today's announcement reflects NEML's successful passing of a triennial recertification audit required by the SEMS standards. NEML completed its recertification ahead of schedule, and has implemented a sophisticated Operations Management System (OMS) that provides a common language for ensuring safe operations in the highly-complex business of natural gas production.
"Noble Energy is pioneering an industry in a place no one believed natural resources existed," says Jeffrey Davis, Production Manager for Noble Energy. "Not only are we the first to produce natural gas offshore Israel, but we are also setting the bar for safety. Noble is proud to produce natural gas that powers as much as 70% of the electricity in Israel, and is equally proud to produce it safely; protecting the environment, our people, and the communities in which we operate."
"Beyond its compliance with all the technical requirements of the SEMS standard, Noble is an impressive example of senior leadership commitment," says Gary Davis, Regional Manager for North America at DNV GL-Business Assurance. "Without a clear mandate from the top of the organization, this kind of accomplishment is impossible. Most importantly, strong managerial commitment ensures that safety becomes ingrained in the corporate culture."
About DNV Business Assurance
DNV GL is one of the world's leading certification bodies. We help businesses manage risk and assure the performance of their organizations, products, people, facilities and supply chains through certification, verification, assessment and training services. We combine technical, digital and industry expertise to empower companies' decisions and actions. Partnering with our customers, we build sustainable business performance and create stakeholder trust across all types of industries. With origins stretching back to 1864 and operations in more than 100 countries, our experts are dedicated to helping customers make the world safer, smarter and greener. For more information, visit www.dnvglcert.com
About Noble Energy
Noble Energy (NYSE: NBL) is an independent oil and natural gas exploration and production company with a diversified high-quality portfolio of both U.S. unconventional and global offshore conventional assets spanning three continents. Founded more than 80 years ago, the company is committed to safely and responsibly delivering our purpose: Energizing the World, Bettering People's Lives®. For more information, visit www.nblenergy.com.
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SOURCE DNV GL
PITTSBURGH, June 26, 2018 /PRNewswire/ -- CNX Midstream Partners LP (NYSE: CNXM) ("CNXM" or the "Partnership") today announced the pricing of an upsized underwritten public offering of an aggregate of 6,500,000 common units representing limited partner interests in the Partnership by NBL Midstream, LLC, a subsidiary of Noble Energy, Inc. (NYSE: NBL) (the "Selling Unitholder"), at a public offering price of $18.30 per common unit. The Selling Unitholder has granted the underwriters a 30-day option to purchase up to 975,000 additional common units at the public offering price, less the underwriting discount. The Partnership will not receive any proceeds from the sale of common units in the offering and the number of outstanding common units will remain unchanged. The offering is scheduled to close on June 29, 2018, subject to customary closing conditions.
Citigroup and Barclays are acting as joint book-running managers for the offering.
The offering of these securities is being made only by means of the prospectus supplement and accompanying base prospectus as filed with the Securities and Exchange Commission (the "SEC"). When available, copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering may be obtained free of charge on the SEC's website at www.sec.gov under the Partnership's name or from the underwriters of the offering as follows:
Citigroup Global Markets Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 800-831-9146
Barclays Capital Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (888) 603-5847
Email: Barclaysprospectus@broadridge.com
The common units are being offered and will be sold pursuant to an effective shelf registration statement that was previously filed with the SEC. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
About CNX Midstream Partners LP
CNXM is a growth-oriented master limited partnership that owns, operates, develops and acquires gathering and other midstream energy assets to service natural gas production in the Appalachian Basin in Pennsylvania and West Virginia. CNXM's assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities.
Cautionary Note Regarding Forward-Looking Statements
Various statements in this release, including those that express a belief, expectation or intention, may be considered forward-looking statements (within the meaning of the federal securities laws) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. These forward-looking statements include statements relating to the proposed offering. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, if any, speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the factors discussed in our 2017 Form 10-K under "Risk Factors," as updated by any subsequent Form 10-Qs, which are on file with the SEC.
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SOURCE CNX Midstream Partners LP
PITTSBURGH, June 26, 2018 /PRNewswire/ -- CNX Midstream Partners LP (NYSE: CNXM) ("CNXM" or the "Partnership") today announced the commencement of an underwritten public offering of an aggregate of 5,000,000 common units representing limited partner interests in the Partnership by NBL Midstream, LLC, a subsidiary of Noble Energy, Inc. (NYSE: NBL) (the "Selling Unitholder"). The Selling Unitholder intends to grant the underwriters a 30-day option to purchase up to 750,000 additional common units. The Partnership will not receive any proceeds from the sale of the common units in this offering and the number of outstanding common units will remain unchanged.
Citigroup and Barclays are acting as joint book-running managers for the offering.
The offering of these securities is being made only by means of the prospectus supplement and accompanying base prospectus as filed with the Securities and Exchange Commission (the "SEC"). When available, copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering may be obtained free of charge on the SEC's website at www.sec.gov under the Partnership's name or from the underwriters of the offering as follows:
Citigroup Global Markets Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: 800-831-9146
Barclays Capital Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (888) 603-5847
Email: Barclaysprospectus@broadridge.com
The common units are being offered and will be sold pursuant to an effective shelf registration statement that was previously filed with the SEC. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
About CNX Midstream Partners LP
CNXM is a growth-oriented master limited partnership that owns, operates, develops and acquires gathering and other midstream energy assets to service natural gas production in the Appalachian Basin in Pennsylvania and West Virginia. CNXM's assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities.
Cautionary Note Regarding Forward-Looking Statements
Various statements in this release, including those that express a belief, expectation or intention, may be considered forward-looking statements (within the meaning of the federal securities laws) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. These forward-looking statements include statements relating to the proposed offering. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, if any, speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the factors discussed in our 2017 Form 10-K under "Risk Factors," as updated by any subsequent Form 10-Qs, which are on file with the SEC.
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SOURCE CNX Midstream Partners LP
HOUSTON, April 12, 2018 /PRNewswire/ -- Fieldwood Energy LLC (the "Company" or "Fieldwood") announced today the closing of its acquisition of all of Noble Energy, Inc.'s (NYSE: NBL) deepwater oil and gas assets located in the Gulf of Mexico with an effective date of January 1, 2018.
The acquisition was a key component of Fieldwood's innovative restructuring and recapitalization plan, which was confirmed last week by the Bankruptcy Court for the Southern District of Texas. Through the prepackaged plan, Fieldwood raised $525 million of capital which was used to fund the acquisition and provide general working capital, while reducing its debt levels by $1.6 billion and eliminating $134 million in annual cash interest.
Fieldwood's Chief Executive Officer, Matt McCarroll, commented, "This acquisition adds quality producing assets to our existing portfolio, provides us with numerous deepwater drilling opportunities and enhances our position as one of the largest operators in the Gulf of Mexico. With a strengthened balance sheet, substantially more cash flow and the new, talented deepwater operating team, we are well positioned to capitalize on future opportunities while executing our safe and efficient operations strategy to create long-term value."
The entire restructuring and recapitalization process was remarkable in that it included a major acquisition, received a 100% vote of approval from lenders and attracted 100% participation in the equity rights offering.
"I am grateful to our dedicated employees, equity owners, lenders and all other stakeholders for their contributions in crafting and completing this extraordinary plan," Mr. McCarroll said. "Reorganizing with such creativity and recapitalizing with such consensus, is a testament to our team's innovative thinking and commitment to doing what it takes to forge a successful future for this company," he concluded.
Weil, Gotshal & Manges LLP served as Fieldwood's legal counsel, along with Evercore Group LLC as its financial advisor and Opportune LLP as its restructuring advisor. Advisors to the first-lien group were O'Melveny & Myers LLP, Houlihan Lokey Capital, Inc., Willkie Farr & Gallagher LLP, and RPA Advisors, LLC. Davis Polk & Wardwell LLP and PJT Partners LP were advisors to the junior lender group and new equity holders. Riverstone Holdings LLC was advised by Vinson & Elkins LLP and Perella Weinberg Partners. Fieldwood greatly appreciates its investors and all the advisors for their counsel and support.
About Fieldwood Energy LLC
Based in Houston, Fieldwood Energy LLC is one of the largest oil and gas operators in the Gulf of Mexico. Fieldwood is privately held and is founded on an unwavering commitment to safety and operational excellence.
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SOURCE Fieldwood Energy LLC
PITTSBURGH, Jan. 3, 2018 /PRNewswire/ -- CNX Resources Corporation (NYSE: CNX) ("CNX") and CNX Midstream Partners LP (NYSE: CNXM) ("CNXM") jointly announced today that CNX has closed its previously announced acquisition of Noble Energy, Inc.'s (NYSE: NBL) ("Noble") 50% membership interest in CONE Gathering LLC, which holds the general partner interest and incentive distribution rights in CONE Midstream Partners LP. In conjunction with the closing, CONE Midstream Partners LP was renamed CNX Midstream Partners LP and will commence trading on the New York Stock Exchange under the ticker "CNXM" effective January 4, 2018.
Separately, CNXM announced today that its board of directors, following prior approval by the Board of Director's Conflicts Committee, which consists entirely of independent directors, has authorized CNXM to enter into an amendment to its gas gathering agreement (the "GGA") with CNX Gas Company LLC, a wholly-owned subsidiary of CNX. As part of the amendment to the GGA:
This amendment is expected to help CNX unlock the stacked pay potential of the core of southwest Pennsylvania and capitalize on economies of scale, which would support accelerating drilling activity and production moving forward. CNXM believes this will result in a higher level of confidence to support sustainable distribution growth into the future, which in turn will benefit CNX, which owns 21.7 million common units, the general partner interest, and the incentive distribution rights in CNXM. In addition, CNX and Noble have agreed to divide equitably their jointly owned water assets so that either CNX or Noble will own all of the formerly jointly owned water assets within agreed upon areas.
"Owning 100% of the general partner of CNXM, while simultaneously amending the existing GGA, is very significant for CNX," commented Nicholas J. DeIuliis, president and CEO. "CNX will benefit from increased control and flexibility with respect to the scope and timing of midstream development, which in turn will give CNX a greater level of optionality in its development plans and future drop opportunities. Ultimately, this GGA allows CNX to lock in our multi-year development plan under mutually beneficial terms for both CNX and CNXM. The single sponsor MLP model is the first key step in unlocking the value potential of CNX Midstream."
"For CNXM," Mr. DeIuliis said, "the amended GGA is expected to lock in distributable cash flow growth, enabling CNXM to maintain its strong distribution growth policy for the next several years."
As part of the change in ownership, effective immediately, Nicholas J. DeIuliis will serve as the chief executive officer (CEO) of CNXM, in addition to his current role as president and CEO of CNX. Also, effective immediately, Donald W. Rush will serve as the chief financial officer (CFO) of CNXM in addition to his current role as CFO of CNX.
Following the closing of the acquisition, Nicholas J. DeIuliis, Donald W. Rush, and Timothy C. Dugan will join Stephen W. Johnson and the three existing independent directors to constitute the board of directors of CNXM.
The changes to CNXM's management team and board of directors illustrate CNX's intent to better align the strategic initiatives of CNX and CNXM to unlock the growth potential for both companies.
Goldman Sachs & Co. LLC served as the financial advisor and Latham & Watkins LLP served as the legal advisor to CNX. The conflicts committee was advised by Evercore on financial matters and Baker Botts L.L.P. on legal matters.
Conference Call
A conference call and webcast, during which management will discuss these announcements, is scheduled for January 4, 2018 at 10:00 a.m. Eastern Time. Reference material for the call will be available on the "Events" page of the new CNX Midstream website, www.cnxmidstream.com, shortly before the start of the call. Prepared remarks by members of management will be followed by a question and answer period. Interested parties may listen via webcast by using the link posted on the "Events" page of our website or at https://services.choruscall.com/links/cnxm180104.html. Participants who would like to ask questions may join the conference by phone at 888-349-0097 (international 412-902-0126) five to ten minutes prior to the scheduled start time (reference the CNX Midstream call). An on-demand replay of the webcast will be also be available at https://services.choruscall.com/ccforms/replay.html shortly after the conclusion of the conference call. A telephonic replay will be available through January 18, 2018 by dialing 877-344-7529 (international: 412-317-0088) and using the conference playback number 10115469.
About CNX Resources
CNX Resources Corporation (NYSE: CNX) is one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin. The company deploys an organic growth strategy focused on responsibly developing its resource base. As of December 31, 2016, CNX had 6.3 trillion cubic feet equivalent of proved natural gas reserves. The company is a member of the Standard & Poor's Midcap 400 Index. Additional information may be found at www.cnx.com.
About CNX Midstream Partners
CNX Midstream Partners LP (NYSE: CNXM) is a master limited partnership that owns, operates, develops and acquires gathering and other midstream energy assets to service natural gas production in the Appalachian Basin in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. More information is available on our website www.cnxmidstream.com.
This press release serves a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b). Nominees should treat one hundred percent (100.0%) of CNX Midstream's distributions to non-U.S. investors as being attributed to income that is effectively connected with a United States trade or business. Accordingly, CNX Midstream's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate. Nominees, and not CNX Midstream, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of non-U.S. investors.
Important Information about Company Names and Stock Trading Symbols
Effective November 28, 2017, the company known as CONSOL Energy Inc. (NYSE: CNX) separated its gas business (GasCo or RemainCo) and its coal business (CoalCo or SpinCo) into two independent, publicly traded companies by means of a separation of CoalCo from RemainCo.
Cautionary Statements
We are including the following cautionary statement in this press release to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of us. With the exception of historical matters, the matters discussed in this press release are forward-looking statements (as defined in 21E of the Securities Exchange Act of 1934 (the "Exchange Act") that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include statements regarding benefits of the acquisition and the plans, objectives, and strategies of CNX and CNXM following the acquisition, projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," "will," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe a strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following: the impact of the separation of the natural gas exploration and production company from the coal company on our business; the expected tax treatment of the separation; competitive responses to the separation; deterioration in economic conditions in any of the industries in which our customers operate which may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital; prices for natural gas and natural gas liquids are volatile and can fluctuate widely based upon a number of factors beyond our control including oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels; an extended decline in the prices we receive for our natural gas and natural gas liquids affecting our operating results and cash flows; foreign currency fluctuations could adversely affect the competitiveness of our natural gas liquids abroad; our reliance on major customers; our inability to collect payments from customers if their creditworthiness declines or if they fail to honor their contracts; the disruption of gathering, processing and transportation facilities and other systems that deliver our natural gas and natural gas liquids to market; a loss of our competitive position because of the competitive nature of the natural gas industry overcapacity in this industry impairing our profitability; the impact of potential, as well as any adopted environmental regulations including any relating to greenhouse gas emissions on our operating costs as well as on the market for natural gas and for our securities; the risks inherent in natural gas operations, including our reliance upon third party contractors, being subject to unexpected disruptions, including geological conditions, equipment failure, timing of completion of significant construction or repair of equipment, fires, explosions, accidents and weather conditions that could impact financial results; decreases in the availability of, or increases in, the price of commodities or capital equipment used in our natural gas operations; obtaining and renewing governmental permits and approvals for our natural gas; the effects of government regulation on the discharge into the water or air, and the disposal and clean-up of, hazardous substances and wastes generated during our natural gas operations; our ability to find adequate water sources for our use in natural gas drilling, or our ability to dispose of water used or removed from strata in connection with our gas operations at a reasonable cost and within applicable environmental rules; the effects of stringent federal and state employee health and safety regulations, including the ability of regulators to shut down our operations; the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current gas operations; the effects gas well closing and certain other liabilities; uncertainties in estimating our economically recoverable natural gas and oil reserves; defects may exist in our chain of title and we may incur additional costs associated with perfecting title for natural gas rights on some of our properties or failing to acquire these additional rights may result in a reduction of our estimated reserves; the outcomes of various legal proceedings, including those which are more fully described in our reports filed under the Exchange Act; exposure to employee-related long-term liabilities; acquisitions and divestitures we anticipate may not occur or produce anticipated benefits; our participation in joint ventures may restrict our operational and corporate flexibility, and actions taken by a joint venture partner may impact our financial position and operational results; risks associated with our debt; replacing our natural gas and oil reserves, which if not replaced, will cause our natural gas and oil reserves and production to decline; declines in our borrowing base could occur for a variety of reasons, including lower natural gas or oil prices, declines in natural gas and oil proved reserves, and lending regulations requirements or regulations; our hedging activities may prevent us from benefiting from near-term price increases and may expose us to other risks; changes in federal or state income tax laws, particularly in the area of percentage depletion and intangible drilling costs, could cause our financial position and profitability to deteriorate; failure to appropriately allocate capital and other resources among our strategic opportunities may adversely affect our financial condition; failure by CONSOL Energy to satisfy liabilities it acquired from us in connection with the separation, or failure to perform its obligations under various arrangements, which we guaranteed, could materially or adversely affect our results of operations, financial position, and cash flows; information theft, data corruption, operational disruption and/or financial loss resulting from a terrorist attack or cyber incident; operating in a single geographic area; with respect to the termination of the joint venture with Noble - disruption to our business, including customer and supplier relationships resulting from this transaction, and the impact of the transaction on our future operating and financial results and liquidity; and, with respect to our acquisition of the 50% interest in CONE Gathering LLC from Noble, disruption to our business, including customer, employee and supplier relationships resulting from this transaction, risks that the conditions to closing may not be satisfied and the purchase may not occur, and the impact of the transaction on our future operating and financial results. Additional factors are described in detail under the captions "Forward Looking Statements" and "Risk Factors" in CNX's and CNXM's Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission, as supplemented by their respective Quarterly Reports on Form 10-Q.
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SOURCE CNX Resources Corporation; CNX Midstream Partners LP
PITTSBURGH, Jan. 3, 2018 /PRNewswire/ -- CNX Resources Corporation (NYSE: CNX) ("CNX") and CNX Midstream Partners LP (NYSE: CNXM) ("CNXM") jointly announced today that CNX has closed its previously announced acquisition of Noble Energy, Inc.'s (NYSE: NBL) ("Noble") 50% membership interest in CONE Gathering LLC, which holds the general partner interest and incentive distribution rights in CONE Midstream Partners LP. In conjunction with the closing, CONE Midstream Partners LP was renamed CNX Midstream Partners LP and will commence trading on the New York Stock Exchange under the ticker "CNXM" effective January 4, 2018.
Separately, CNXM announced today that its board of directors, following prior approval by the Board of Director's Conflicts Committee, which consists entirely of independent directors, has authorized CNXM to enter into an amendment to its gas gathering agreement (the "GGA") with CNX Gas Company LLC, a wholly-owned subsidiary of CNX. As part of the amendment to the GGA:
This amendment is expected to help CNX unlock the stacked pay potential of the core of southwest Pennsylvania and capitalize on economies of scale, which would support accelerating drilling activity and production moving forward. CNXM believes this will result in a higher level of confidence to support sustainable distribution growth into the future, which in turn will benefit CNX, which owns 21.7 million common units, the general partner interest, and the incentive distribution rights in CNXM. In addition, CNX and Noble have agreed to divide equitably their jointly owned water assets so that either CNX or Noble will own all of the formerly jointly owned water assets within agreed upon areas.
"Owning 100% of the general partner of CNXM, while simultaneously amending the existing GGA, is very significant for CNX," commented Nicholas J. DeIuliis, president and CEO. "CNX will benefit from increased control and flexibility with respect to the scope and timing of midstream development, which in turn will give CNX a greater level of optionality in its development plans and future drop opportunities. Ultimately, this GGA allows CNX to lock in our multi-year development plan under mutually beneficial terms for both CNX and CNXM. The single sponsor MLP model is the first key step in unlocking the value potential of CNX Midstream."
"For CNXM," Mr. DeIuliis said, "the amended GGA is expected to lock in distributable cash flow growth, enabling CNXM to maintain its strong distribution growth policy for the next several years."
As part of the change in ownership, effective immediately, Nicholas J. DeIuliis will serve as the chief executive officer (CEO) of CNXM, in addition to his current role as president and CEO of CNX. Also, effective immediately, Donald W. Rush will serve as the chief financial officer (CFO) of CNXM in addition to his current role as CFO of CNX.
Following the closing of the acquisition, Nicholas J. DeIuliis, Donald W. Rush, and Timothy C. Dugan will join Stephen W. Johnson and the three existing independent directors to constitute the board of directors of CNXM.
The changes to CNXM's management team and board of directors illustrate CNX's intent to better align the strategic initiatives of CNX and CNXM to unlock the growth potential for both companies.
Goldman Sachs & Co. LLC served as the financial advisor and Latham & Watkins LLP served as the legal advisor to CNX. The conflicts committee was advised by Evercore on financial matters and Baker Botts L.L.P. on legal matters.
Conference Call
A conference call and webcast, during which management will discuss these announcements, is scheduled for January 4, 2018 at 10:00 a.m. Eastern Time. Reference material for the call will be available on the "Events" page of the new CNX Midstream website, www.cnxmidstream.com, shortly before the start of the call. Prepared remarks by members of management will be followed by a question and answer period. Interested parties may listen via webcast by using the link posted on the "Events" page of our website or at https://services.choruscall.com/links/cnxm180104.html. Participants who would like to ask questions may join the conference by phone at 888-349-0097 (international 412-902-0126) five to ten minutes prior to the scheduled start time (reference the CNX Midstream call). An on-demand replay of the webcast will be also be available at https://services.choruscall.com/ccforms/replay.html shortly after the conclusion of the conference call. A telephonic replay will be available through January 18, 2018 by dialing 877-344-7529 (international: 412-317-0088) and using the conference playback number 10115469.
About CNX Resources
CNX Resources Corporation (NYSE: CNX) is one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin. The company deploys an organic growth strategy focused on responsibly developing its resource base. As of December 31, 2016, CNX had 6.3 trillion cubic feet equivalent of proved natural gas reserves. The company is a member of the Standard & Poor's Midcap 400 Index. Additional information may be found at www.cnx.com.
About CNX Midstream Partners
CNX Midstream Partners LP (NYSE: CNXM) is a master limited partnership that owns, operates, develops and acquires gathering and other midstream energy assets to service natural gas production in the Appalachian Basin in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. More information is available on our website www.cnxmidstream.com.
This press release serves a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b). Nominees should treat one hundred percent (100.0%) of CNX Midstream's distributions to non-U.S. investors as being attributed to income that is effectively connected with a United States trade or business. Accordingly, CNX Midstream's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate. Nominees, and not CNX Midstream, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of non-U.S. investors.
Important Information about Company Names and Stock Trading Symbols
Effective November 28, 2017, the company known as CONSOL Energy Inc. (NYSE: CNX) separated its gas business (GasCo or RemainCo) and its coal business (CoalCo or SpinCo) into two independent, publicly traded companies by means of a separation of CoalCo from RemainCo.
Cautionary Statements
We are including the following cautionary statement in this press release to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of us. With the exception of historical matters, the matters discussed in this press release are forward-looking statements (as defined in 21E of the Securities Exchange Act of 1934 (the "Exchange Act") that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include statements regarding benefits of the acquisition and the plans, objectives, and strategies of CNX and CNXM following the acquisition, projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," "will," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe a strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following: the impact of the separation of the natural gas exploration and production company from the coal company on our business; the expected tax treatment of the separation; competitive responses to the separation; deterioration in economic conditions in any of the industries in which our customers operate which may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital; prices for natural gas and natural gas liquids are volatile and can fluctuate widely based upon a number of factors beyond our control including oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels; an extended decline in the prices we receive for our natural gas and natural gas liquids affecting our operating results and cash flows; foreign currency fluctuations could adversely affect the competitiveness of our natural gas liquids abroad; our reliance on major customers; our inability to collect payments from customers if their creditworthiness declines or if they fail to honor their contracts; the disruption of gathering, processing and transportation facilities and other systems that deliver our natural gas and natural gas liquids to market; a loss of our competitive position because of the competitive nature of the natural gas industry overcapacity in this industry impairing our profitability; the impact of potential, as well as any adopted environmental regulations including any relating to greenhouse gas emissions on our operating costs as well as on the market for natural gas and for our securities; the risks inherent in natural gas operations, including our reliance upon third party contractors, being subject to unexpected disruptions, including geological conditions, equipment failure, timing of completion of significant construction or repair of equipment, fires, explosions, accidents and weather conditions that could impact financial results; decreases in the availability of, or increases in, the price of commodities or capital equipment used in our natural gas operations; obtaining and renewing governmental permits and approvals for our natural gas; the effects of government regulation on the discharge into the water or air, and the disposal and clean-up of, hazardous substances and wastes generated during our natural gas operations; our ability to find adequate water sources for our use in natural gas drilling, or our ability to dispose of water used or removed from strata in connection with our gas operations at a reasonable cost and within applicable environmental rules; the effects of stringent federal and state employee health and safety regulations, including the ability of regulators to shut down our operations; the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current gas operations; the effects gas well closing and certain other liabilities; uncertainties in estimating our economically recoverable natural gas and oil reserves; defects may exist in our chain of title and we may incur additional costs associated with perfecting title for natural gas rights on some of our properties or failing to acquire these additional rights may result in a reduction of our estimated reserves; the outcomes of various legal proceedings, including those which are more fully described in our reports filed under the Exchange Act; exposure to employee-related long-term liabilities; acquisitions and divestitures we anticipate may not occur or produce anticipated benefits; our participation in joint ventures may restrict our operational and corporate flexibility, and actions taken by a joint venture partner may impact our financial position and operational results; risks associated with our debt; replacing our natural gas and oil reserves, which if not replaced, will cause our natural gas and oil reserves and production to decline; declines in our borrowing base could occur for a variety of reasons, including lower natural gas or oil prices, declines in natural gas and oil proved reserves, and lending regulations requirements or regulations; our hedging activities may prevent us from benefiting from near-term price increases and may expose us to other risks; changes in federal or state income tax laws, particularly in the area of percentage depletion and intangible drilling costs, could cause our financial position and profitability to deteriorate; failure to appropriately allocate capital and other resources among our strategic opportunities may adversely affect our financial condition; failure by CONSOL Energy to satisfy liabilities it acquired from us in connection with the separation, or failure to perform its obligations under various arrangements, which we guaranteed, could materially or adversely affect our results of operations, financial position, and cash flows; information theft, data corruption, operational disruption and/or financial loss resulting from a terrorist attack or cyber incident; operating in a single geographic area; with respect to the termination of the joint venture with Noble - disruption to our business, including customer and supplier relationships resulting from this transaction, and the impact of the transaction on our future operating and financial results and liquidity; and, with respect to our acquisition of the 50% interest in CONE Gathering LLC from Noble, disruption to our business, including customer, employee and supplier relationships resulting from this transaction, risks that the conditions to closing may not be satisfied and the purchase may not occur, and the impact of the transaction on our future operating and financial results. Additional factors are described in detail under the captions "Forward Looking Statements" and "Risk Factors" in CNX's and CNXM's Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission, as supplemented by their respective Quarterly Reports on Form 10-Q.
Photo - http://mma.prnewswire.com/media/624324/CNX_Resources_Corporation_Logo.jpg
Photo - http://mma.prnewswire.com/media/624323/CNX_Midstream_Partners_LP_Logo.jpg
SOURCE CNX Resources Corporation; CNX Midstream Partners LP
PITTSBURGH, Dec. 26, 2017 /PRNewswire/ -- CNX Resources Corporation (NYSE: CNX) ("CNX") announced that, upon the closing of the transaction contemplated by the agreement to purchase Noble Energy, Inc.'s (NYSE: NBL) ("Noble") 50% membership interest in CONE Gathering LLC (the "Agreement"), CNX expects to rebrand CONE Gathering and its subsidiaries, including CONE Midstream Partners, LP (NYSE: CNNX) ("CONE"), to conform to the CNX brand identity.
This rebranding initiative includes changing the name of CONE to "CNX Midstream Partners LP" and changing the ticker symbol from "CNNX" to "CNXM".
About CNX Resources
CNX Resources Corporation is one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin. The company deploys an organic growth strategy focused on responsibly developing its resource base. As of December 31, 2016, CNX had 6.3 trillion cubic feet equivalent of proved natural gas reserves. The company is a member of the Standard & Poor's Midcap 400 Index. Additional information may be found at www.cnx.com.
Important Information about Company Names and Stock Trading Symbols
Effective November 28, 2017, the company known as CONSOL Energy Inc. (NYSE: CNX) separated its gas business (GasCo or RemainCo) and its coal business (CoalCo or SpinCo) into two independent, publicly traded companies by means of a separation of CoalCo from RemainCo.
Cautionary Statements
We are including the following cautionary statement in this press release to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of us. With the exception of historical matters, the matters discussed in this press release are forward-looking statements (as defined in 21E of the Securities Exchange Act of 1934 (the "Exchange Act") that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," "will," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following: the impact of the separation of the natural gas exploration and production company from the coal company on our business; the expected tax treatment of the separation; competitive responses to the separation; deterioration in economic conditions in any of the industries in which our customers operate may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital; prices for natural gas and natural gas liquids are volatile and can fluctuate widely based upon a number of factors beyond our control including oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels; an extended decline in the prices we receive for our natural gas and natural gas liquids affecting our operating results and cash flows; foreign currency fluctuations could adversely affect the competitiveness of our natural gas liquids abroad; our reliance on major customers; our inability to collect payments from customers if their creditworthiness declines or if they fail to honor their contracts; the disruption of gathering, processing and transportation facilities and other systems that deliver our natural gas and natural gas liquids to market; a loss of our competitive position because of the competitive nature of the natural gas industry or a loss of our competitive position because of overcapacity in this industry impairing our profitability; the impact of potential, as well as any adopted environmental regulations including any relating to greenhouse gas emissions on our operating costs as well as on the market for natural gas and for our securities; the risks inherent in natural gas operations, including our reliance upon third party contractors, being subject to unexpected disruptions, including geological conditions, equipment failure, timing of completion of significant construction or repair of equipment, fires, explosions, accidents and weather conditions that could impact financial results; decreases in the availability of, or increases in, the price of commodities or capital equipment used in our natural gas operations; obtaining and renewing governmental permits and approvals for our natural gas; the effects of government regulation on the discharge into the water or air, and the disposal and clean-up of, hazardous substances and wastes generated during our natural gas operations; our ability to find adequate water sources for our use in natural gas drilling, or our ability to dispose of water used or removed from strata in connection with our gas operations at a reasonable cost and within applicable environmental rules; the effects of stringent federal and state employee health and safety regulations, including the ability of regulators to shut down our operations; the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current gas operations; the effects gas well closing and certain other liabilities; uncertainties in estimating our economically recoverable natural gas and oil reserves; defects may exist in our chain of title and we may incur additional costs associated with perfecting title for natural gas rights on some of our properties or failing to acquire these additional rights may result in a reduction of our estimated reserves; the outcomes of various legal proceedings, including those which are more fully described in our reports filed under the Exchange Act; exposure to employee-related long-term liabilities; acquisitions and divestitures we anticipate may not occur or produce anticipated benefits; our participation in joint ventures may restrict our operational and corporate flexibility, and actions taken by a joint venture partner may impact our financial position and operational results; risks associated with our debt; replacing our natural gas and oil reserves, which if not replaced, will cause our natural gas and oil reserves and production to decline; declines in our borrowing base could occur for a variety of reasons, including lower natural gas or oil prices, declines in natural gas and oil proved reserves, and lending regulations requirements or regulations; our hedging activities may prevent us from benefiting from near-term price increases and may expose us to other risks; changes in federal or state income tax laws, particularly in the area of percentage depletion and intangible drilling costs, could cause our financial position and profitability to deteriorate; failure to appropriately allocate capital and other resources among our strategic opportunities may adversely affect our financial condition; failure by CONSOL Energy to satisfy liabilities it acquired from us in connection with the separation, or failure to perform its obligations under various arrangements, which we guaranteed, could materially or adversely affect our results of operations, financial position, and cash flows; information theft, data corruption, operational disruption and/or financial loss resulting from a terrorist attack or cyber incident; operating in a single geographic area; with respect to the termination of the joint venture with Noble - disruption to our business, including customer and supplier relationships resulting from this transaction, and the impact of the transaction on our future operating and financial results and liquidity; with respect to our proposed purchase of the 50% interest in CONE Gathering LLC from Noble Energy, - the disruption to our business, including customer, employee and supplier relationships resulting from this transaction, risks that the conditions to closing may not be satisfied and the purchase may not occur, and the impact of the transaction on our future operating and financial results. Additional factors are described in detail under the captions "Forward Looking Statements" and "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC, as supplemented by our quarterly reports on Form 10-Q.
View original content:http://www.prnewswire.com/news-releases/cnx-resources-corporation-announces-intention-to-rebrand-cone-midstream-partners-lp-to-cnx-midstream-partners-lp-300575237.html
SOURCE CNX Resources Corporation
PITTSBURGH, Dec. 15, 2017 /PRNewswire/ -- CNX Resources Corporation (NYSE: CNX) ("CNX") announced that it has entered into an agreement to purchase Noble Energy, Inc.'s (NYSE: NBL) ("Noble") 50% membership interest in CONE Gathering LLC ("CONE Gathering") for $305 million in cash and the mutual release of all outstanding claims. CONE Gathering holds all of the interests in CONE Midstream GP, LLC, which in turn holds the general partnership interest in CONE Midstream Partners, LP (NYSE: CNNX) ("CONE") and all of the incentive distribution rights in CONE. As a result of this transaction, CNX will own 100% of CONE Gathering, making CONE a single-sponsor master limited partnership.
"This transaction is expected to create significant value for both CNX and CONE," commented Nicholas J. DeIuliis, president and CEO. "As the single sponsor of CONE, CNX will benefit from increased flexibility with respect to the scope and timing of midstream development, which will enhance the value of existing development and create future opportunities such as future dropdowns and gathering more CNX volumes including dry Utica."
Completion of the Purchase Agreement is subject to customary closing conditions. The closing of the Purchase Agreement is not subject to a financing condition and is expected to close in the first quarter of 2018.
About CNX Resources
CNX Resources Corporation is one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin. The company deploys an organic growth strategy focused on responsibly developing its resource base. As of December 31, 2016, CNX had 6.3 trillion cubic feet equivalent of proved natural gas reserves. The company is a member of the Standard & Poor's Midcap 400 Index. Additional information may be found at www.cnx.com.
Important Information about Company Names and Stock Trading Symbols
Effective November 28, 2017, the company known as CONSOL Energy Inc. (NYSE: CNX) separated its gas business (GasCo or RemainCo) and its coal business (CoalCo or SpinCo) into two independent, publicly traded companies by means of a separation of CoalCo from RemainCo.
Cautionary Statements
We are including the following cautionary statement in this press release to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of us. With the exception of historical matters, the matters discussed in this press release are forward-looking statements (as defined in 21E of the Securities Exchange Act of 1934 (the "Exchange Act") that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," "will," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the following: the impact of the separation of the natural gas exploration and production company from the coal company on our business; the expected tax treatment of the separation; competitive responses to the separation; deterioration in economic conditions in any of the industries in which our customers operate may decrease demand for our products, impair our ability to collect customer receivables and impair our ability to access capital; prices for natural gas and natural gas liquids are volatile and can fluctuate widely based upon a number of factors beyond our control including oversupply relative to the demand available for our products, weather and the price and availability of alternative fuels; an extended decline in the prices we receive for our natural gas and natural gas liquids affecting our operating results and cash flows; foreign currency fluctuations could adversely affect the competitiveness of our natural gas liquids abroad; our reliance on major customers; our inability to collect payments from customers if their creditworthiness declines or if they fail to honor their contracts; the disruption of gathering, processing and transportation facilities and other systems that deliver our natural gas and natural gas liquids to market; a loss of our competitive position because of the competitive nature of the natural gas industry or a loss of our competitive position because of overcapacity in this industry impairing our profitability; the impact of potential, as well as any adopted environmental regulations including any relating to greenhouse gas emissions on our operating costs as well as on the market for natural gas and for our securities; the risks inherent in natural gas operations, including our reliance upon third party contractors, being subject to unexpected disruptions, including geological conditions, equipment failure, timing of completion of significant construction or repair of equipment, fires, explosions, accidents and weather conditions that could impact financial results; decreases in the availability of, or increases in, the price of commodities or capital equipment used in our natural gas operations; obtaining and renewing governmental permits and approvals for our natural gas; the effects of government regulation on the discharge into the water or air, and the disposal and clean-up of, hazardous substances and wastes generated during our natural gas operations; our ability to find adequate water sources for our use in natural gas drilling, or our ability to dispose of water used or removed from strata in connection with our gas operations at a reasonable cost and within applicable environmental rules; the effects of stringent federal and state employee health and safety regulations, including the ability of regulators to shut down our operations; the potential for liabilities arising from environmental contamination or alleged environmental contamination in connection with our past or current gas operations; the effects gas well closing and certain other liabilities; uncertainties in estimating our economically recoverable natural gas and oil reserves; defects may exist in our chain of title and we may incur additional costs associated with perfecting title for natural gas rights on some of our properties or failing to acquire these additional rights may result in a reduction of our estimated reserves; the outcomes of various legal proceedings, including those which are more fully described in our reports filed under the Exchange Act; exposure to employee-related long-term liabilities; acquisitions and divestitures we anticipate may not occur or produce anticipated benefits; our participation in joint ventures may restrict our operational and corporate flexibility, and actions taken by a joint venture partner may impact our financial position and operational results; risks associated with our debt; replacing our natural gas and oil reserves, which if not replaced, will cause our natural gas and oil reserves and production to decline; declines in our borrowing base could occur for a variety of reasons, including lower natural gas or oil prices, declines in natural gas and oil proved reserves, and lending regulations requirements or regulations; our hedging activities may prevent us from benefiting from near-term price increases and may expose us to other risks; changes in federal or state income tax laws, particularly in the area of percentage depletion and intangible drilling costs, could cause our financial position and profitability to deteriorate; failure to appropriately allocate capital and other resources among our strategic opportunities may adversely affect our financial condition; failure by CONSOL Energy to satisfy liabilities it acquired from us in connection with the separation, or failure to perform its obligations under various arrangements, which we guaranteed, could materially or adversely affect our results of operations, financial position, and cash flows; information theft, data corruption, operational disruption and/or financial loss resulting from a terrorist attack or cyber incident; operating in a single geographic area; with respect to the termination of the joint venture with Noble - disruption to our business, including customer and supplier relationships resulting from this transaction, and the impact of the transaction on our future operating and financial results and liquidity. Additional factors are described in detail under the captions "Forward Looking Statements" and "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC, as supplemented by our quarterly reports on Form 10-Q.
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SOURCE CNX Resources Corporation
NEW ORLEANS, Jan. 23, 2017 /PRNewswire/ -- Former Attorney General of Louisiana Charles C. Foti, Jr., Esq. and the law firm of Kahn Swick & Foti, LLC ("KSF") are investigating the proposed sale of Clayton Williams Energy, Inc. ("Clayton Williams" or the "Company") (NYSE: CWEI) to Noble Energy, Inc. (NYSE: NBL). Under the terms of the proposed transaction, shareholders of Clayton Williams will receive only 2.7874 shares of Noble Energy common stock and $34.75 in cash for each share of Clayton Williams that they own. KSF is seeking to determine whether this consideration and the process that led to it are adequate, or whether the consideration undervalues the Company.
If you believe that this transaction undervalues the Company and/or if you would like to discuss your legal rights regarding the proposed sale, you may, without obligation or cost to you, e-mail or call KSF Managing Partner Lewis S. Kahn (lewis.kahn@ksfcounsel.com) toll free at any time at 855-768-1857.
To learn more about KSF, whose partners include the Former Louisiana Attorney General, visit www.ksfcounsel.com.
Kahn Swick & Foti, LLC
206 Covington St.
Madisonville, LA 70447
SOURCE Kahn Swick & Foti, LLC
PITTSBURGH and HOUSTON, Oct. 31, 2016 /PRNewswire/ -- CONSOL Energy Inc. (NYSE: CNX) and Noble Energy, Inc. (NYSE: NBL) (the "Joint Venture") jointly announced today that the two companies have entered into a definitive agreement to separate their Marcellus Shale 50-50 Joint Venture (the "Exchange Agreement"). The two companies have negotiated a separation of the Joint Venture that was formed in 2011 for the exploration, development, and operation of primarily Marcellus Shale properties in Pennsylvania and West Virginia. Highlights of the Exchange Agreement include:
"This agreement with Noble Energy to separate our Joint Venture is bitter sweet for CONSOL Energy," commented Nicholas J. DeIuliis, president and CEO. "Noble has been a top-notch partner, and we have enjoyed the collaborative relationship that we have shared over the past five years. Even though we have seen much success together, we have agreed that we must both have the ability to adapt to a changing energy landscape. The separation of the Joint Venture is consistent with CONSOL's transitional journey to a pure-play exploration and development company, and the company's commitment to future growth, in what is now a more robust and actionable stacked pay opportunity set. As the parties work towards closing, CONSOL will remain focused on conducting operations in a safe and environmentally compliant manner to maximize value to our shareholders."
David L. Stover, Chairman, President and CEO of Noble Energy, Inc., added, "The accomplishments of our Joint Venture over the last five years are outstanding, including significant increases in combined production and recoverable resources. These outcomes are a direct result of the high-quality nature of the acreage, but even more so a result of the combined technical leadership and coordination between our two companies. Today's agreement between CONSOL Energy and Noble sets a clear path for both companies into the future. It provides us with greater control and flexibility over the future pace of development in the Marcellus. I'd like to personally thank all of the CONSOL Energy team for their hard work and congratulate them on the successes we have had together."
Prior to the Exchange Agreement, the Joint Venture collectively operated approximately 669,000 Marcellus acres. CONSOL Energy and Noble Energy, Inc. each held 50% working interest. As of the effective date of the Exchange Agreement on October 1, 2016, total flowing production to the Joint Venture was 1.07 billion cubic feet per day of natural gas equivalents.
Subsequent to closing of the Exchange Agreement, the acreage and production of the prior Joint Venture will be as follows:
Maps reflecting the new acreage positions for each company are available on each Company's website.
In addition to the acreage and production realignment between the two companies, Noble Energy, Inc. will also remit a cash payment of approximately $205 million to CONSOL Energy at closing. The exchange of properties and cash result in the elimination of the remaining outstanding carry cost obligation due from Noble Energy, Inc. to CONSOL Energy.
While the Exchange Agreement creates independent ownership interests in the acreage and production currently gathered by CONE, it does not change the total acreage dedicated to CONE, the gathering rates, or other fundamental terms for the services provided by CONE. CONSOL Energy and Noble Energy, Inc. remain as co-sponsors of CONE and shippers on CONE's gathering systems, while retaining their respective general partnership and limited partner ownership interests in CONE.
Completion of the Exchange Agreement is subject to a number of conditions, including expiration of the Hart Scott Rodino Antitrust Improvements Act waiting period and other customary conditions. The closing of the Exchange Agreement is not subject to a financing condition and is expected to close in the fourth quarter of 2016.
Conference Call Information
CONSOL Energy will host a conference call today at 10:00am ET. A live webcast of the conference call can be accessed at the investor relations section of the company's website, at www.consolenergy.com. Security analysts and institutional investors may also listen by dialing (US) 800-230-1074 or (Intl.) 612-234-9960, with access code 405600. A slide presentation summarizing the transaction may be accessed at www.consolenergy.com.
Third Quarter Earnings Call Information
CONSOL Energy will hold its third quarter earnings webcast on November 1, 2016, at 10:00am ET (9:00 a.m. CT), which can be accessed through its website.
Noble Energy, Inc. will hold its third quarter earnings webcast on November 2, 2016, at 9:00am ET (8:00 a.m. CT), which can be accessed through its website.
About CONSOL Energy
CONSOL Energy Inc. (NYSE: CNX) is a Pittsburgh-based energy producer, and one of the largest independent natural gas exploration, development and production companies, with operations centered in the major shale formations of the Appalachian basin. The company deploys an organic growth strategy focused on developing its substantial resource base. As of December 31, 2015, CONSOL Energy had 5.6 trillion cubic feet equivalent of proved natural gas reserves. CONSOL Energy is a member of the Standard & Poor's Midcap 400 Index. Additional information may be found at www.consolenergy.com.
About Noble Energy
Noble Energy (NYSE: NBL) is an independent oil and natural gas exploration and production company with a diversified high-quality portfolio of both U.S. unconventional and global offshore conventional assets spanning three continents. Founded more than 80 years ago, the company is committed to safely and responsibly delivering its purpose: Energizing the World, Bettering People's Lives®. For more information, visit www.nobleenergyinc.com.
Cautionary Statements
This press release contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates", "believes," "expects", "intends", "will", "should", "may", and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect CONSOL Energy's and Noble Energy's current views about future events. Such forward-looking statements include, but are not limited to, statements about CONSOL Energy's and Noble Energy's plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts, including business strategy and other plans and objectives for future operations. No assurances can be given that the forward-looking statements contained in this press 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 and uncertainties include, without limitation, the risk that CONSOL Energy or Noble Energy may be unable to obtain regulatory approvals required for the transaction, the risk that regulatory approvals or restructuring of arrangements with third parties may delay the transaction or result in the imposition of conditions that could cause the parties to abandon the transaction, the risk that a condition to closing of the transaction may not be satisfied, the timing to complete the transaction, disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers, the diversion of management time on transaction-related issues, the volatility in commodity prices for natural gas and crude oil, the presence or recoverability of estimated reserves, the ability to replace reserves, environmental risks, drilling and operating risks, exploration and development risks, competition, government regulation or other actions, the ability of management to execute its plans to meet its goals and other risks inherent in CONSOL Energy's and Noble Energy's businesses that are discussed in CONSOL Energy's and Noble Energy's most recent annual reports on Form 10-K, respectively, and in other CONSOL Energy and Noble Energy reports on file with the Securities and Exchange Commission . Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither CONSOL Energy nor Noble Energy undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
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SOURCE CONSOL Energy Inc.; Noble Energy, Inc.
CANONSBURG, Pa., Oct. 12, 2016 /PRNewswire/ -- CONE Midstream Partners LP (NYSE: CNNX) today announced that it will release financial results for the third quarter 2016 before market opening on Friday, November 4, 2016 and hold a conference call to discuss those results on the same day at 10:00 a.m. Eastern Time. The conference call will be publicly available via webcast on a live and replay basis.
Interested parties are invited to listen to the conference call, during which prepared remarks by John T. Lewis, Chairman and Chief Executive Officer, and other members of management will be followed by a question and answer session. Participants who would like to ask questions during the conference call may join by phone. Individuals who intend to listen only are encouraged to join the conference via the Internet.
Event: |
Conference call to discuss third quarter 2016 financial and operating results. |
Time: |
November 4, 2016 at 10:00 a.m. Eastern Time. |
Internet: |
The webcast may be accessed directly at http://services.choruscall.com/links/cnnx161104.html or from the link posted on the "Events" page of our website, www.conemidstream.com. |
Phone: |
Dial 888-317-6016 (international 412-317-6016) five to ten minutes before the scheduled start of the conference call and reference the CONE Midstream Partners call. |
Replay: |
An on-demand replay of the webcast will also be available shortly after the webcast at http://services.choruscall.com/links/cnnx161104.html. A telephonic replay of the call will be available through November 11, 2016. The replay can be accessed by dialing toll free |
CONE Midstream Partners is a growth-oriented master limited partnership formed by CONSOL Energy Inc. (NYSE:CNX) and Noble Energy Inc. (NYSE: NBL), referred to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. More information is available at our website www.conemidstream.com.
Contact: |
Stephen R. Milbourne |
CONE Midstream Partners Investor Relations | |
Phone: 724-485-4408 | |
Email: smilbourne@conemidstream.com |
SOURCE CONE Midstream Partners LP
CANONSBURG, Pa., Aug. 4, 2016 /PRNewswire/ -- CONE Midstream Partners LP (NYSE: CNNX) ("CONE Midstream" or the "Partnership") today reported financial and operational results for the three months ended June 30, 2016.(1) The Partnership also increased guidance for full year 2016 financial results.
Second Quarter Results
Highlights of second quarter 2016 results attributable to the Partnership as compared to the second quarter of 2015 include:
Management Comment
"CONE Midstream is pleased to report another strong quarter of financial and operational results," said John T. Lewis, Chairman of the Board and Chief Executive Officer of CONE Midstream GP LLC (the "General Partner"). "Our net throughput volumes grew by 51% from the second quarter of 2015. This volume increase, combined with our operating team's continued success in reducing unit operating costs, resulted in a 56% increase in net income attributable to the partnership from a year ago. Adjusted EBITDA and Distributable Cash Flow both increased by approximately 58% as compared to second quarter last year.
"We were free-cash-flow positive again during the second quarter, with cash from operations exceeding our total capital investments and cash distribution payments," continued Mr. Lewis. "We paid down $27 million of debt, which reduced our debt to trailing-twelve months EBITDA ratio to under 0.5x.
Mr. Lewis concluded, "Based on our solid performance for the first six months and our current outlook for the remainder of the year, we have increased our guidance for our full year 2016 results."
Quarterly Distribution
As previously announced, the Board of Directors of the General Partner declared a quarterly cash distribution of $0.254 per unit with respect to the second quarter of 2016. The distribution payment will be made on August 12, 2016 to unitholders of record at the close of business on August 4, 2016. The distribution, which equates to an annual rate of $1.016 per unit, represents an increase of 3.7% over the prior quarter and an increase of 15.5% over the distribution paid with respect to the second quarter of 2015.
Capital Investment and Resources
CONE Midstream's allocated second quarter 2016 share of investment in expansion projects was $2.3 million. Total expansion capital investment at the three development companies in which CONE Midstream holds controlling interests was $4.2 million. CONE Midstream's respective share of maintenance capital expenditures for the three development companies for the second quarter 2016 was $3.1 million. Maintenance capital expenditures in the aggregate for the development companies in which CONE Midstream holds controlling interests totaled $5.1 million.
As of June 30, 2016, CONE Midstream had outstanding borrowings of $47.0 million under its $250 million revolving credit facility and a cash balance of $5.1 million.
2016 Guidance Update
Based on current expectations, management is providing the following updated guidance for 2016. Full year 2016 Adjusted EBITDA attributable to the Partnership, previously projected to be in the range of $93 - $103 million, is now expected to be in the range of $96 - $106 million. Full year Distributable Cash Flow attributable to the Partnership, previously projected to be in the range of $79 - $89 million, is now expected to be in the range of $82 - $92 million. CONE Midstream's financial guidance is based on numerous assumptions about future events and conditions and, therefore, could vary materially from actual results. These estimates are meant to provide guidance only and are subject to revision for acquisitions or operating environment changes.
Second Quarter Financial and Operational Results Conference Call
A conference call and webcast, during which management will discuss second quarter 2016 financial and operational results, is scheduled for August 4, 2016 at 11:00 a.m. Eastern Time. Reference material for the call will be available on the "Events" page of our website, www.conemidstream.com, shortly before the start of the call. Prepared remarks by members of management will be followed by a question and answer period. Interested parties may listen via webcast by using the link posted on the "Events" page of our website or at www.webcaster4.com/Webcast/Page/998/16154. Participants who would like to ask questions may join the conference by phone at 888-349-0097 (international 412-902-0126) five to ten minutes prior to the scheduled start time (reference the CONE Midstream call). An on-demand replay of the webcast will be also be available at www.webcaster4.com/Webcast/Page/998/16154 shortly after the conclusion of the conference call. A telephonic replay will be available through August 11, 2016 by dialing 877-344-7529 (international: 412-317-0088) and using the conference playback number 10089549.
_______________
(1) Unless otherwise indicated, the reporting measures included in this news release reflect the unallocated total activity of the three development companies jointly owned by the Partnership and CONE Gathering LLC ("CONE Gathering"). Because the Partnership owns a controlling interest in each of the three development companies, it fully consolidates their financial results. The Partnership's current economic interests in the development companies are: 75% in the Anchor Systems, 5% in the Growth Systems, and 5% in the Additional Systems. CONE Gathering is a midstream joint venture formed by CONSOL Energy Inc. and Noble Energy, Inc. and owns non-controlling interests in the Partnership's development companies.
(2) Adjusted EBITDA and DCF are not measures that are recognized under accounting principles generally accepted in the U.S. ("GAAP"). Definitions and reconciliations of these non-GAAP measures to GAAP reporting measures appear in the financial tables which follow.
Contact: |
Stephen R. Milbourne |
CONE Investor Relations | |
Phone: |
724-485-4408 |
Email: |
smilbourne@conemidstream.com |
* * * * *
CONE Midstream Partners is a master limited partnership formed by CONSOL Energy Inc. (NYSE: CNX) and Noble Energy, Inc. (NYSE: NBL), referred to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. More information is available on our website www.conemidstream.com.
* * * * *
This press release is intended to be a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of CONE Midstream's distributions to non-U.S. investors as being attributed to income that is effectively connected with a United States trade or business. Accordingly, CONE Midstream's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate. Nominees, and not CONE Midstream, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.
* * * * *
This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words "believe," "expect," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict, and there can be no assurance that actual outcomes and results will not differ materially from those expected by our management. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, among others: the effects of changes in market prices of natural gas, NGLs and crude oil on our Sponsors' drilling and development plan on our dedicated acreage and the volumes of natural gas and condensate that are produced on our dedicated acreage; changes in our Sponsors' drilling and development plan in the Marcellus Shale and Utica Shale; our Sponsors' ability to meet their drilling and development plan in the Marcellus Shale and Utica Shale; the demand for natural gas and condensate gathering services; changes in general economic conditions; competitive conditions in our industry; actions taken by third-party operators, gatherers, processors and transporters; our ability to successfully implement our business plan; and our ability to complete internal growth projects on time and on budget. 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, including the factors described under "Risk Factors" and "Forward-Looking Statements" in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which 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.
CONE MIDSTREAM PARTNERS LP CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit data) (unaudited) | |||||||||||||||
Three Months Ended |
Six Months Ended | ||||||||||||||
2016 |
2015 |
2016 |
2015 | ||||||||||||
Revenue |
|||||||||||||||
Gathering revenue — related party |
$ |
58,407 |
$ |
47,717 |
$ |
120,655 |
$ |
90,885 |
|||||||
Total Revenue |
58,407 |
47,717 |
120,655 |
90,885 |
|||||||||||
Expenses |
|||||||||||||||
Operating expense — third party |
7,879 |
8,940 |
16,553 |
17,470 |
|||||||||||
Operating expense — related party |
7,078 |
6,940 |
15,422 |
13,984 |
|||||||||||
General and administrative expense — third party |
1,153 |
1,223 |
2,147 |
2,565 |
|||||||||||
General and administrative expense — related party |
2,213 |
1,995 |
3,897 |
3,972 |
|||||||||||
Inventory revaluation |
10,083 |
— |
10,083 |
— |
|||||||||||
Depreciation expense |
5,152 |
3,667 |
9,992 |
6,661 |
|||||||||||
Interest expense |
381 |
47 |
800 |
112 |
|||||||||||
Total Expense |
33,939 |
22,812 |
58,894 |
44,764 |
|||||||||||
Net Income |
24,468 |
24,905 |
61,761 |
46,121 |
|||||||||||
Less: Net income attributable to noncontrolling interest |
1,251 |
9,993 |
13,755 |
16,997 |
|||||||||||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
23,217 |
$ |
14,912 |
$ |
48,006 |
$ |
29,124 |
|||||||
Calculation of Limited Partner Interest in Net Income: |
|||||||||||||||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
23,217 |
$ |
14,912 |
$ |
48,006 |
$ |
29,124 |
|||||||
Less: General partner interest in net income |
464 |
298 |
960 |
582 |
|||||||||||
Limited partner interest in net income |
$ |
22,753 |
$ |
14,614 |
$ |
47,046 |
$ |
28,542 |
|||||||
Net income per Limited Partner unit - Basic |
$ |
0.39 |
$ |
0.25 |
$ |
0.81 |
$ |
0.49 |
|||||||
Net Income per Limited Partner unit - Diluted |
$ |
0.39 |
$ |
0.25 |
$ |
0.81 |
$ |
0.49 |
|||||||
Limited Partner units outstanding - Basic |
58,343 |
58,326 |
58,343 |
58,326 |
|||||||||||
Limited Partner unit outstanding - Diluted |
58,415 |
58,364 |
58,397 |
58,365 |
|||||||||||
Cash distributions declared per unit (*) |
$ |
0.2540 |
$ |
0.2200 |
$ |
0.4990 |
$ |
0.4325 |
(*) Represents the cash distributions declared during the month following the respective quarterly reporting period ends.
CONE MIDSTREAM PARTNERS LP CONSOLIDATED BALANCE SHEETS (in thousands, except number of units) (unaudited) | |||||||
June 30, |
December 31, | ||||||
ASSETS |
|||||||
Current Assets: |
|||||||
Cash |
$ |
5,096 |
$ |
217 |
|||
Receivables — related party |
17,422 |
36,418 |
|||||
Inventory |
— |
18,916 |
|||||
Other current assets |
1,215 |
2,037 |
|||||
Total Current Assets |
23,733 |
57,588 |
|||||
Property and Equipment: |
|||||||
Property and equipment |
921,420 |
897,918 |
|||||
Less — accumulated depreciation |
41,398 |
31,609 |
|||||
Property and Equipment — Net |
880,022 |
866,309 |
|||||
Other assets |
9,280 |
528 |
|||||
TOTAL ASSETS |
$ |
913,035 |
$ |
924,425 |
|||
LIABILITIES AND EQUITY |
|||||||
Current Liabilities: |
|||||||
Accounts payable |
$ |
23,889 |
$ |
46,155 |
|||
Accounts payable — related party |
1,461 |
1,628 |
|||||
Total Current Liabilities |
25,350 |
47,783 |
|||||
Other Liabilities: |
|||||||
Revolving credit facility |
47,000 |
73,500 |
|||||
Total Liabilities |
72,350 |
121,283 |
|||||
Partners' Capital: |
|||||||
Common units (29,180,217 units issued and outstanding at June 30, 2016 and 29,163,121 |
409,219 |
399,399 |
|||||
Subordinated units (29,163,121 units issued and outstanding at June 30, 2016 and |
(73,417) |
(82,900) |
|||||
General partner interest |
(3,005) |
(3,389) |
|||||
Partners' capital attributable to CONE Midstream Partners LP |
332,797 |
313,110 |
|||||
Noncontrolling interest |
507,888 |
490,032 |
|||||
Total Partners' Capital |
840,685 |
803,142 |
|||||
TOTAL LIABILITIES AND PARTNERS' CAPITAL |
$ |
913,035 |
$ |
924,425 |
CONE MIDSTREAM PARTNERS LP CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) | |||||||
Three Months Ended June 30, | |||||||
2016 |
2015 | ||||||
Cash Flows from Operating Activities: |
|||||||
Net Income |
$ |
24,468 |
$ |
24,905 |
|||
Adjustments to reconcile net income to net cash provided by operating activities: |
|||||||
Depreciation expense and amortization of debt issuance costs |
5,193 |
3,708 |
|||||
Unit-based compensation |
219 |
96 |
|||||
Inventory revaluation |
10,083 |
— |
|||||
Other |
151 |
— |
|||||
Changes in assets and liabilities: |
|||||||
Receivables — related party |
4,434 |
6,330 |
|||||
Other current and non-current assets |
453 |
310 |
|||||
Accounts payable |
(3,347) |
14,291 |
|||||
Accounts payable — related party |
123 |
614 |
|||||
Net Cash Provided by Operating Activities |
41,777 |
50,254 |
|||||
Cash Flows from Investing Activities: |
|||||||
Capital expenditures |
(9,338) |
(76,363) |
|||||
Net Cash Used in Investing Activities |
(9,338) |
(76,363) |
|||||
Cash Flows from Financing Activities: |
|||||||
Contributions by partners and noncontrolling interest holders |
— |
22,957 |
|||||
Distributions to unitholders |
(14,593) |
(12,647) |
|||||
Net payment on revolver |
(27,000) |
15,500 |
|||||
Issuance of common units |
(23) |
— |
|||||
Net Cash (Used In) Provided By Financing Activities |
(41,616) |
25,810 |
|||||
Net Decrease in Cash |
(9,177) |
(299) |
|||||
Cash at Beginning of Period |
14,273 |
460 |
|||||
Cash at End of Period |
$ |
5,096 |
$ |
161 |
CONE MIDSTREAM PARTNERS LP
RECONCILIATION OF NET INCOME TO EBITDA AND DISTRIBUTABLE CASH FLOW
(in thousands)
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
We define EBITDA as net income (loss) before net interest expense, depreciation and amortization, and Adjusted EBITDA as EBITDA adjusted for non-cash items which should not be included in the calculation of distributable cash flow. EBITDA and Adjusted EBITDA are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:
We believe that the presentation of EBITDA and Adjusted EBITDA provides information that is useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to EBITDA and Adjusted EBITDA are net income and net cash provided by operating activities. EBITDA and Adjusted EBITDA should not be considered an alternative 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 Adjusted EBITDA 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 Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies.
Distributable Cash Flow
We define distributable cash flow as Adjusted EBITDA less net income attributable to noncontrolling interest, net cash interest paid and maintenance capital expenditures. Distributable cash flow does not reflect changes in working capital balances.
Distributable cash flow 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:
We believe that the presentation of distributable cash flow in this report 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 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, and these measures may vary from those of other companies. As a result, our distributable cash flow may not be comparable to similarly titled measures of other companies.
The following table presents a reconciliation of the non-GAAP measures of EBITDA, Adjusted EBITDA and distributable cash flow to the most directly comparable GAAP financial measures of net income and net cash provided by operating activities.
Three Months Ended |
Six Months Ended | |||||||||||||||
(unaudited) |
2016 |
2015 |
2016 |
2015 | ||||||||||||
Net Income |
$ |
24,468 |
$ |
24,905 |
$ |
61,761 |
$ |
46,121 |
||||||||
Interest expense |
381 |
47 |
800 |
112 |
||||||||||||
Depreciation expense |
5,152 |
3,667 |
9,992 |
6,661 |
||||||||||||
EBITDA |
30,001 |
28,619 |
72,553 |
52,894 |
||||||||||||
Non-cash unit-based compensation expense |
219 |
96 |
355 |
192 |
||||||||||||
Inventory revaluation |
10,083 |
— |
10,083 |
— |
||||||||||||
Adjusted EBITDA |
40,303 |
28,715 |
82,991 |
53,086 |
||||||||||||
Less: |
||||||||||||||||
Net income attributable to noncontrolling interest |
1,251 |
9,993 |
13,755 |
16,997 |
||||||||||||
Interest expense attributable to noncontrolling interest |
127 |
14 |
316 |
33 |
||||||||||||
Depreciation expense attributable to noncontrolling interest |
2,409 |
1,659 |
4,694 |
2,825 |
||||||||||||
Inventory revaluation attributable to noncontrolling interest |
9,579 |
— |
9,579 |
— |
||||||||||||
Adjusted EBITDA Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
26,937 |
$ |
17,049 |
$ |
54,647 |
$ |
33,231 |
||||||||
Less: cash interest paid, net |
254 |
33 |
484 |
78 |
||||||||||||
Less: ongoing maintenance capital expenditures, net of expected reimbursements |
3,112 |
2,148 |
5,951 |
4,139 |
||||||||||||
Distributable Cash Flow |
$ |
23,571 |
$ |
14,868 |
$ |
48,212 |
$ |
29,014 |
||||||||
Net Cash Provided by Operating Activities |
$ |
41,777 |
$ |
50,254 |
$ |
82,957 |
$ |
60,460 |
||||||||
Interest expense |
381 |
47 |
800 |
112 |
||||||||||||
Inventory revaluation |
10,083 |
— |
10,083 |
— |
||||||||||||
Other, including changes in working capital |
(11,938) |
(21,586) |
(10,849) |
(7,486) |
||||||||||||
Adjusted EBITDA |
40,303 |
28,715 |
82,991 |
53,086 |
||||||||||||
Less: |
||||||||||||||||
Net income attributable to noncontrolling interest |
1,251 |
9,993 |
13,755 |
16,997 |
||||||||||||
Interest expense attributable to noncontrolling interest |
127 |
14 |
316 |
33 |
||||||||||||
Depreciation expense attributable to noncontrolling interest |
2,409 |
1,659 |
4,694 |
2,825 |
||||||||||||
Inventory revaluation attributable to noncontrolling interest |
9,579 |
— |
9,579 |
— |
||||||||||||
Adjusted EBITDA Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
26,937 |
$ |
17,049 |
$ |
54,647 |
$ |
33,231 |
||||||||
Less: cash interest paid, net |
254 |
33 |
484 |
78 |
||||||||||||
Less: ongoing maintenance capital expenditures, net of expected reimbursements |
3,112 |
2,148 |
5,951 |
4,139 |
||||||||||||
Distributable Cash Flow |
$ |
23,571 |
$ |
14,868 |
$ |
48,212 |
$ |
29,014 |
The following table presents a reconciliation of the non-GAAP measures adjusted EBITDA and distributable cash flow by quarter and for the most recently completed twelve month period with the most directly comparable GAAP financial measures, which are net income and net cash provided by operating activities.
(unaudited) |
Q3 2015 |
Q4 2015 |
Q1 2016 |
Q2 2016 |
Twelve | |||||||||||||||
Net Income |
$ |
33,614 |
$ |
35,796 |
$ |
37,295 |
$ |
24,468 |
$ |
131,173 |
||||||||||
Interest expense |
158 |
565 |
419 |
381 |
1,523 |
|||||||||||||||
Depreciation expense |
3,769 |
4,623 |
4,839 |
5,152 |
18,383 |
|||||||||||||||
EBITDA |
37,541 |
40,984 |
42,553 |
30,001 |
151,079 |
|||||||||||||||
Non-cash unit-based compensation expense |
118 |
92 |
136 |
219 |
565 |
|||||||||||||||
Inventory revaluation |
— |
— |
— |
10,083 |
10,083 |
|||||||||||||||
Adjusted EBITDA |
37,659 |
41,076 |
42,689 |
40,303 |
161,727 |
|||||||||||||||
Less: |
||||||||||||||||||||
Net income attributable to noncontrolling interest |
13,957 |
13,330 |
12,505 |
1,251 |
41,043 |
|||||||||||||||
Interest expense attributable to noncontrolling interest |
63 |
331 |
189 |
127 |
710 |
|||||||||||||||
Depreciation expense attributable to noncontrolling interest |
1,728 |
2,246 |
2,286 |
2,409 |
8,669 |
|||||||||||||||
Inventory revaluation attributable to noncontrolling interest |
— |
— |
— |
9,579 |
9,579 |
|||||||||||||||
Adjusted EBITDA Attributable to General and Limited Partner |
$ |
21,911 |
$ |
25,169 |
$ |
27,709 |
$ |
26,937 |
$ |
101,726 |
||||||||||
Less: cash interest paid, net |
95 |
234 |
230 |
254 |
813 |
|||||||||||||||
Less: ongoing maintenance capital expenditures, net of expected reimbursements |
2,291 |
2,554 |
2,839 |
3,112 |
10,796 |
|||||||||||||||
Distributable Cash Flow |
$ |
19,525 |
$ |
22,381 |
$ |
24,640 |
$ |
23,571 |
$ |
90,117 |
||||||||||
Net Cash Provided by Operating Activities |
$ |
38,808 |
$ |
16,749 |
$ |
41,180 |
$ |
41,777 |
$ |
138,514 |
||||||||||
Interest expense |
158 |
565 |
419 |
381 |
1,523 |
|||||||||||||||
Inventory revaluation |
— |
— |
— |
10,083 |
10,083 |
|||||||||||||||
Other, including changes in working capital |
(1,307) |
23,762 |
1,090 |
(11,938) |
11,607 |
|||||||||||||||
Adjusted EBITDA |
37,659 |
41,076 |
42,689 |
40,303 |
161,727 |
|||||||||||||||
Less: |
||||||||||||||||||||
Net income attributable to noncontrolling interest |
13,957 |
13,330 |
12,505 |
1,251 |
41,043 |
|||||||||||||||
Interest expense attributable to noncontrolling interest |
63 |
331 |
189 |
127 |
710 |
|||||||||||||||
Depreciation expense attributable to noncontrolling interest |
1,728 |
2,246 |
2,286 |
2,409 |
8,669 |
|||||||||||||||
Inventory revaluation attributable to noncontrolling interest |
— |
— |
— |
9,579 |
9,579 |
|||||||||||||||
Adjusted EBITDA Attributable to General and Limited Partner |
$ |
21,911 |
$ |
25,169 |
$ |
27,709 |
$ |
26,937 |
$ |
101,726 |
||||||||||
Less: cash interest paid, net |
95 |
234 |
230 |
254 |
813 |
|||||||||||||||
Less: ongoing maintenance capital expenditures, net of expected reimbursements |
2,291 |
2,554 |
2,839 |
3,112 |
10,796 |
|||||||||||||||
Distributable Cash Flow |
$ |
19,525 |
$ |
22,381 |
$ |
24,640 |
$ |
23,571 |
$ |
90,117 |
||||||||||
Distributions Declared |
$ |
13,570 |
$ |
14,062 |
$ |
14,591 |
$ |
15,209 |
$ |
57,432 |
||||||||||
Distribution Coverage Ratio - Declared |
1.44 |
x |
1.59 |
x |
1.69 |
x |
1.55 |
x |
1.57 |
x | ||||||||||
Distributable Cash Flow |
$ |
19,525 |
$ |
22,381 |
$ |
24,640 |
$ |
23,571 |
$ |
90,117 |
||||||||||
Distributions Paid |
$ |
13,094 |
$ |
13,570 |
$ |
14,062 |
$ |
14,591 |
$ |
55,317 |
||||||||||
Distribution Coverage Ratio - Paid |
1.49 |
x |
1.65 |
x |
1.75 |
x |
1.62 |
x |
1.63 |
x |
Development Companies Jointly Owned by CONE Midstream Partners LP Operating Income Summary, Selected Operating Statistics and Capital Investment (in thousands) (unaudited) | |||||||||||||||
Three Months Ended June 30, 2016 | |||||||||||||||
Development Company | |||||||||||||||
Anchor |
Growth |
Additional |
TOTAL | ||||||||||||
Income Summary |
|||||||||||||||
Revenue |
$ |
48,855 |
$ |
2,708 |
$ |
6,844 |
$ |
58,407 |
|||||||
Expenses |
17,437 |
11,959 |
4,543 |
33,939 |
|||||||||||
Net Income |
31,418 |
(9,251) |
2,301 |
24,468 |
|||||||||||
Less: Net income attributable to noncontrolling interest |
7,854 |
(8,789) |
2,186 |
1,251 |
|||||||||||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
23,564 |
$ |
(462) |
$ |
115 |
$ |
23,217 |
|||||||
Operating Statistics - Gathered Volumes |
|||||||||||||||
Dry gas (BBtu/d) |
775 |
64 |
16 |
855 |
|||||||||||
Wet gas (BBtu/d) |
347 |
6 |
132 |
485 |
|||||||||||
Condensate (MMcfe/d) |
6 |
— |
6 |
12 |
|||||||||||
Total Gathered Volumes |
1,128 |
70 |
154 |
1,352 |
|||||||||||
Total Volumes Net to CONE Midstream Partners LP |
846 |
4 |
8 |
857 |
|||||||||||
Capital Investment |
|||||||||||||||
Maintenance capital |
$ |
4,080 |
$ |
159 |
$ |
898 |
$ |
5,137 |
|||||||
Expansion capital |
2,990 |
— |
1,211 |
4,201 |
|||||||||||
Total Capital Investment |
$ |
7,070 |
$ |
159 |
$ |
2,109 |
$ |
9,338 |
|||||||
Capital Investment Net to CONE Midstream Partners LP |
|||||||||||||||
Maintenance capital |
$ |
3,059 |
$ |
8 |
$ |
45 |
$ |
3,112 |
|||||||
Expansion capital |
2,243 |
— |
61 |
2,304 |
|||||||||||
Total Capital Investment Net to CONE Midstream Partners LP |
$ |
5,302 |
$ |
8 |
$ |
106 |
$ |
5,416 |
Development Companies Jointly Owned by CONE Midstream Partners LP Operating Income Summary, Selected Operating Statistics and Capital Investment (in thousands) (unaudited) | |||||||||||||||
Three Months Ended June 30, 2015 | |||||||||||||||
Development Company | |||||||||||||||
Anchor |
Growth |
Additional |
TOTAL | ||||||||||||
Income Summary |
|||||||||||||||
Revenue |
$ |
35,351 |
$ |
3,913 |
$ |
8,453 |
$ |
47,717 |
|||||||
Expenses |
15,827 |
2,980 |
4,005 |
22,812 |
|||||||||||
Net Income |
19,524 |
933 |
4,448 |
24,905 |
|||||||||||
Less: Net income attributable to noncontrolling interest |
4,881 |
886 |
4,226 |
9,993 |
|||||||||||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
14,643 |
$ |
47 |
$ |
222 |
$ |
14,912 |
|||||||
Operating Statistics - Gathered Volumes |
|||||||||||||||
Dry gas (BBtu/d) |
395 |
92 |
8 |
495 |
|||||||||||
Wet gas (BBtu/d) |
334 |
11 |
163 |
508 |
|||||||||||
Condensate (MMcfe/d) |
9 |
— |
14 |
23 |
|||||||||||
Total Gathered Volumes |
738 |
103 |
185 |
1,026 |
|||||||||||
Total Volumes Net to CONE Midstream Partners LP |
554 |
5 |
9 |
568 |
|||||||||||
Capital Investment |
|||||||||||||||
Maintenance capital |
$ |
2,813 |
$ |
319 |
$ |
448 |
$ |
3,580 |
|||||||
Expansion capital |
36,941 |
7,014 |
28,828 |
72,783 |
|||||||||||
Total Capital Investment |
$ |
39,754 |
$ |
7,333 |
$ |
29,276 |
$ |
76,363 |
|||||||
Capital Investment Net to CONE Midstream Partners LP |
|||||||||||||||
Maintenance capital |
$ |
2,110 |
$ |
16 |
$ |
22 |
$ |
2,148 |
|||||||
Expansion capital |
27,706 |
351 |
1,441 |
29,498 |
|||||||||||
Total Capital Investment Net to CONE Midstream Partners LP |
$ |
29,816 |
$ |
367 |
$ |
1,463 |
$ |
31,646 |
SOURCE CONE Midstream Partners LP
CANONSBURG, Pa., July 22, 2016 /PRNewswire/ -- The Board of Directors of CONE Midstream GP LLC, the general partner of CONE Midstream Partners LP (NYSE: CNNX), today announced the declaration of a cash distribution of $0.254 per unit with respect to the second quarter of 2016. The distribution will be made on August 12, 2016 to unitholders of record as of the close of business on August 4, 2016. The distribution, which equates to an annual rate of $1.016 per unit, represents an increase of 3.7% over the prior quarter, and an increase of 15.5% over the distribution paid with respect to the second quarter of 2015.
CONE Midstream Partners is a growth-oriented master limited partnership formed by CONSOL Energy Inc. (NYSE: CNX) and Noble Energy, Inc. (NYSE: NBL), whom we refer to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. More information is available at our website www.conemidstream.com.
This press release is intended to be a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of CONE Midstream's distributions to non-U.S. investors as being attributed to income that is effectively connected with a United States trade or business. Accordingly, CONE Midstream's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate. Nominees, and not CONE Midstream, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.
Contact:
Stephen R. Milbourne
CONE Midstream Partners Investor Relations
Phone: 724-485-4408
Email: smilbourne@conemidstream.com
SOURCE CONE Midstream Partners LP
CANONSBURG, Pa., June 20, 2016 /PRNewswire/ -- CONE Midstream Partners LP (NYSE: CNNX) today announced that members of its executive management team will participate in the Credit Suisse MLP & Energy Logistics Conference.
John T. Lewis, Chairman of the Board and Chief Executive Officer of CONE Midstream GP LLC (the "General Partner"), will give a presentation of the company's operations and recent activities on Tuesday, June 21, at 11:45 a.m. Eastern Time. An audio webcast of the presentation will be available at https://cc.talkpoint.com/cred001/062116a_ae/?entity=4_WV3PUST. A link to the webcast and the slides used in the presentation will be posted on the "Events and Presentations" page of the CNNX website, www.conemidstream.com, prior to the start of the conference.
* * * * *
CONE Midstream Partners is a master limited partnership formed by CONSOL Energy, Inc. (NYSE: CNX) and Noble Energy, Inc. (NYSE: NBL), referred to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. More information is available on our website www.conemidstream.com.
Contact:
Stephen R. Milbourne
CONE Investor Relations
Phone: 724-485-4408
Email: smilbourne@conemidstream.com
SOURCE CONE Midstream Partners LP
CANONSBURG, Pa., May 5, 2016 /PRNewswire/ -- CONE Midstream Partners LP (NYSE: CNNX) ("CONE Midstream" or the "Partnership") today reported financial and operational results for the three months ended March 31, 2016.(1)
First Quarter Results
Highlights of first quarter 2016 results attributable to the Partnership as compared to the first quarter of 2015 include:
Management Comment
"CONE Midstream is pleased to report very strong financial and operational results for the first quarter," said John T. Lewis, Chairman of the Board and Chief Executive Officer of CONE Midstream GP LLC (the "General Partner"). "Net throughput volumes increased by 55% from the first quarter of 2015, and net income attributable to the partnership grew by 75% from a year ago. Adjusted EBITDA and distributable cash flow increased by 71% and 74%, respectively, as compared to first quarter last year.
"We view our strong balance sheet and distribution coverage as positive differentiators for CNNX," continued Mr. Lewis. "With a debt to trailing-twelve months EBITDA ratio of 0.8x, we have the financial capacity to sustain our growth through an appropriate combination of investment in organic projects, third party business development, and asset dropdowns or acquisitions. I'd also like to point out that we were free-cash-flow positive during the first quarter, as cash from operations exceeded our total capital investments and cash distribution payments. Our balance sheet and robust distribution coverage have us well positioned for the future."
Quarterly Distribution
As previously announced, the Board of Directors of the General Partner declared a quarterly cash distribution of $0.245 per unit with respect to the first quarter of 2016. The distribution payment will be made on May 13, 2016 to unitholders of record at the close of business on May 4, 2016. The distribution, which equates to an annual rate of $0.98 per unit, represents an increase of 3.7% over the prior quarter and an increase of 15.3% over the distribution paid with respect to the first quarter of 2015.
Capital Investment and Resources
CONE Midstream's allocated first quarter 2016 share of investment in expansion projects was $9.0 million. Total expansion capital investment at the three development companies in which CONE Midstream holds controlling interests was $19.6 million. CONE Midstream's respective share of maintenance capital expenditures for the three development companies for the first quarter 2016 was $2.8 million. Maintenance capital expenditures in the aggregate for the development companies in which CONE Midstream holds controlling interests totaled $4.8 million.
As of March 31, 2016, CONE Midstream had outstanding borrowings of $74.0 million under its $250 million revolving credit facility and a cash balance of $14.3 million.
First Quarter Financial and Operational Results Conference Call
A conference call and webcast, during which management will discuss first quarter 2016 financial and operational results, is scheduled for May 5, 2016 at 11:00 a.m. Eastern Time. Reference material for the call will be available on the "Events" page of our website, www.conemidstream.com, shortly before the start of the call. Prepared remarks by members of management will be followed by a question and answer period. Interested parties may listen via webcast by using the link posted on the "Events" page of our website or at www.webcaster4.com/Webcast/Page/998/14490. Participants who would like to ask questions may join the conference by phone at 888-349-0097 (international 412-902-0126) five to ten minutes prior to the scheduled start time (reference the CONE Midstream call). An on-demand replay of the webcast will be also be available at www.webcaster4.com/Webcast/Page/998/14490 shortly after the conclusion of the conference call. A telephonic replay will be available through May 12, 2016 by dialing 877-344-7529 (international: 412-317-0088) and using the conference playback number 10084060.
_______________
(1) |
Unless otherwise indicated, the reporting measures included in this news release reflect the unallocated total activity of the three development companies jointly owned by the Partnership and CONE Gathering LLC ("CONE Gathering"). Because the Partnership owns a controlling interest in each of the three development companies, it fully consolidates their financial results. The Partnership's current economic interests in the development companies are: 75% in the Anchor Systems, 5% in the Growth Systems, and 5% in the Additional Systems. CONE Gathering is a midstream joint venture formed by CONSOL Energy Inc. and Noble Energy, Inc. and owns non-controlling interests in the Partnership's development companies. |
(2) |
Adjusted EBITDA and DCF are not measures that are recognized under accounting principles generally accepted in the U.S. ("GAAP"). Definitions and reconciliations of these non-GAAP measures to GAAP reporting measures appear in the financial tables which follow. |
Contact: |
Stephen R. Milbourne |
CONE Investor Relations | |
Phone: |
724-485-4408 |
Email: |
smilbourne@conemidstream.com |
* * * * *
CONE Midstream Partners is a master limited partnership formed by CONSOL Energy Inc. (NYSE: CNX) and Noble Energy, Inc. (NYSE: NBL), referred to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. More information is available on our website www.conemidstream.com.
* * * * *
This press release is intended to be a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of CONE Midstream's distributions to non-U.S. investors as being attributed to income that is effectively connected with a United States trade or business. Accordingly, CONE Midstream's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate. Nominees, and not CONE Midstream, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.
* * * * *
This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words "believe," "expect," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict, and there can be no assurance that actual outcomes and results will not differ materially from those expected by our management. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, among others: the effects of changes in market prices of natural gas, NGLs and crude oil on our Sponsors' drilling and development plan on our dedicated acreage and the volumes of natural gas and condensate that are produced on our dedicated acreage; changes in our Sponsors' drilling and development plan in the Marcellus Shale and Utica Shale; our Sponsors' ability to meet their drilling and development plan in the Marcellus Shale and Utica Shale; the demand for natural gas and condensate gathering services; changes in general economic conditions; competitive conditions in our industry; actions taken by third-party operators, gatherers, processors and transporters; our ability to successfully implement our business plan; and our ability to complete internal growth projects on time and on budget. 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, including the factors described under "Risk Factors" and "Forward-Looking Statements" in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which 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.
CONE MIDSTREAM PARTNERS LP | |||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||
(in thousands, except per unit data) | |||||||
(unaudited) | |||||||
Three Months Ended | |||||||
2016 |
2015 | ||||||
Revenue |
|||||||
Gathering revenue — related party |
$ |
62,248 |
$ |
43,168 |
|||
Total Revenue |
62,248 |
43,168 |
|||||
Expenses |
|||||||
Operating expense — third party |
8,674 |
8,530 |
|||||
Operating expense — related party |
8,344 |
7,044 |
|||||
General and administrative expense — third party |
993 |
1,342 |
|||||
General and administrative expense — related party |
1,684 |
1,977 |
|||||
Depreciation expense |
4,839 |
2,994 |
|||||
Interest expense |
419 |
65 |
|||||
Total Expense |
24,953 |
21,952 |
|||||
Net Income |
37,295 |
21,216 |
|||||
Less: Net income attributable to noncontrolling interest |
12,505 |
7,004 |
|||||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
24,790 |
$ |
14,212 |
|||
Calculation of Limited Partner Interest in Net Income: |
|||||||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
24,790 |
$ |
14,212 |
|||
Less: General partner interest in net income |
496 |
284 |
|||||
Limited partner interest in net income |
$ |
24,294 |
$ |
13,928 |
|||
Net income per Limited Partner unit - Basic |
$ |
0.42 |
$ |
0.24 |
|||
Net Income per Limited Partner unit - Diluted |
$ |
0.42 |
$ |
0.24 |
|||
Limited Partner units outstanding - Basic |
58,343 |
58,326 |
|||||
Limited Partner unit outstanding - Diluted |
58,365 |
58,360 |
|||||
Cash distributions declared per unit (*) |
$ |
0.2450 |
$ |
0.2125 |
|||
(*) Represents the cash distributions declared in April of each year relating to the period presented. |
CONE MIDSTREAM PARTNERS LP
RECONCILIATION OF NET INCOME TO EBITDA AND DISTRIBUTABLE CASH FLOW
(in thousands)
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
We define EBITDA as net income (loss) before net interest expense, depreciation and amortization, and Adjusted EBITDA as EBITDA adjusted for non-cash items which should not be included in the calculation of distributable cash flow. EBITDA and Adjusted EBITDA are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:
We believe that the presentation of EBITDA and Adjusted EBITDA provides information that is useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to EBITDA and Adjusted EBITDA are net income and net cash provided by operating activities. EBITDA and Adjusted EBITDA should not be considered an alternative 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 Adjusted EBITDA 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 Adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies.
Distributable Cash Flow
We define distributable cash flow as Adjusted EBITDA less net income attributable to noncontrolling interest, net cash interest paid and maintenance capital expenditures. Distributable cash flow does not reflect changes in working capital balances.
Distributable cash flow 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:
We believe that the presentation of distributable cash flow in this report 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 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, and these measures may vary from those of other companies. As a result, our distributable cash flow may not be comparable to similarly titled measures of other companies.
The following table presents a reconciliation of the non-GAAP measures of EBITDA, Adjusted EBITDA and distributable cash flow to the most directly comparable GAAP financial measures of net income and net cash provided by operating activities.
Three Months Ended | ||||||||
(unaudited) |
2016 |
2015 | ||||||
Net Income |
$ |
37,295 |
$ |
21,216 |
||||
Interest expense |
419 |
65 |
||||||
Depreciation expense |
4,839 |
2,994 |
||||||
EBITDA |
42,553 |
24,275 |
||||||
Non-cash unit-based compensation expense |
136 |
96 |
||||||
Adjusted EBITDA |
42,689 |
24,371 |
||||||
Less: |
||||||||
Net income attributable to noncontrolling interest |
12,505 |
7,004 |
||||||
Interest expense attributable to noncontrolling interest |
189 |
20 |
||||||
Depreciation expense attributable to noncontrolling interest |
2,286 |
1,166 |
||||||
Adjusted EBITDA Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
27,709 |
$ |
16,181 |
||||
Less: cash interest paid, net |
230 |
45 |
||||||
Less: ongoing maintenance capital expenditures, net of expected reimbursements |
2,839 |
1,991 |
||||||
Distributable Cash Flow |
$ |
24,640 |
$ |
14,145 |
||||
Net Cash Provided by Operating Activities |
$ |
41,180 |
$ |
10,206 |
||||
Interest expense |
419 |
65 |
||||||
Other, including changes in working capital |
1,090 |
14,100 |
||||||
Adjusted EBITDA |
42,689 |
24,371 |
||||||
Less: |
||||||||
Net income attributable to noncontrolling interest |
12,505 |
7,004 |
||||||
Interest expense attributable to noncontrolling interest |
189 |
20 |
||||||
Depreciation expense attributable to noncontrolling interest |
2,286 |
1,166 |
||||||
Adjusted EBITDA Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
27,709 |
$ |
16,181 |
||||
Less: cash interest paid, net |
230 |
45 |
||||||
Less: ongoing maintenance capital expenditures, net of expected reimbursements |
2,839 |
1,991 |
||||||
Distributable Cash Flow |
$ |
24,640 |
$ |
14,145 |
The following table presents a reconciliation of the non-GAAP measures adjusted EBITDA and distributable cash flow by quarter and for the most recently completed twelve month period with the most directly comparable GAAP financial measures, which are net income and net cash provided by operating activities.
(unaudited) |
Q2 2015 |
Q3 2015 |
Q4 2015 |
Q1 2016 |
Twelve | |||||||||||||||
Net Income |
$ |
24,905 |
$ |
33,614 |
$ |
35,796 |
$ |
37,295 |
$ |
131,610 |
||||||||||
Interest expense |
47 |
158 |
565 |
419 |
1,189 |
|||||||||||||||
Depreciation expense |
3,667 |
3,769 |
4,623 |
4,839 |
16,898 |
|||||||||||||||
EBITDA |
28,619 |
37,541 |
40,984 |
42,553 |
149,697 |
|||||||||||||||
Non-cash unit-based compensation expense |
96 |
118 |
92 |
136 |
442 |
|||||||||||||||
Adjusted EBITDA |
28,715 |
37,659 |
41,076 |
42,689 |
150,139 |
|||||||||||||||
Less: |
||||||||||||||||||||
Net income attributable to noncontrolling interest |
9,993 |
13,957 |
13,330 |
12,505 |
49,785 |
|||||||||||||||
Interest expense attributable to noncontrolling interest |
14 |
63 |
331 |
189 |
597 |
|||||||||||||||
Depreciation expense attributable to noncontrolling interest |
1,659 |
1,728 |
2,246 |
2,286 |
7,919 |
|||||||||||||||
Adjusted EBITDA Attributable to General and Limited |
$ |
17,049 |
$ |
21,911 |
$ |
25,169 |
$ |
27,709 |
$ |
91,838 |
||||||||||
Less: cash interest paid, net |
33 |
95 |
234 |
230 |
592 |
|||||||||||||||
Less: ongoing maintenance capital expenditures, net of |
2,148 |
2,291 |
2,554 |
2,839 |
9,832 |
|||||||||||||||
Distributable Cash Flow |
$ |
14,868 |
$ |
19,525 |
$ |
22,381 |
$ |
24,640 |
$ |
81,414 |
||||||||||
Net Cash Provided by Operating Activities |
$ |
50,254 |
$ |
38,808 |
$ |
16,749 |
$ |
41,180 |
$ |
146,991 |
||||||||||
Interest expense |
47 |
158 |
565 |
419 |
1,189 |
|||||||||||||||
Other, including changes in working capital |
(21,586) |
(1,307) |
23,762 |
1,090 |
1,959 |
|||||||||||||||
Adjusted EBITDA |
28,715 |
37,659 |
41,076 |
42,689 |
150,139 |
|||||||||||||||
Less: |
||||||||||||||||||||
Net income attributable to noncontrolling interest |
9,993 |
13,957 |
13,330 |
12,505 |
49,785 |
|||||||||||||||
Interest expense attributable to noncontrolling interest |
14 |
63 |
331 |
189 |
597 |
|||||||||||||||
Depreciation expense attributable to noncontrolling interest |
1,659 |
1,728 |
2,246 |
2,286 |
7,919 |
|||||||||||||||
Adjusted EBITDA Attributable to General and Limited |
$ |
17,049 |
$ |
21,911 |
$ |
25,169 |
$ |
27,709 |
$ |
91,838 |
||||||||||
Less: cash interest paid, net |
33 |
95 |
234 |
230 |
592 |
|||||||||||||||
Less: ongoing maintenance capital expenditures, net of |
2,148 |
2,291 |
2,554 |
2,839 |
9,832 |
|||||||||||||||
Distributable Cash Flow |
$ |
14,868 |
$ |
19,525 |
$ |
22,381 |
$ |
24,640 |
$ |
81,414 |
||||||||||
Distributions Declared |
$ |
13,094 |
$ |
13,570 |
$ |
14,062 |
$ |
14,591 |
$ |
55,317 |
||||||||||
Distribution Coverage Ratio - Declared |
1.14 |
x |
1.44 |
x |
1.59 |
x |
1.69 |
x |
1.47 |
x | ||||||||||
Distributable Cash Flow |
$ |
14,868 |
$ |
19,525 |
$ |
22,381 |
$ |
24,640 |
$ |
81,414 |
||||||||||
Distributions Paid |
$ |
12,647 |
$ |
13,094 |
$ |
13,570 |
$ |
14,062 |
$ |
53,373 |
||||||||||
Distribution Coverage Ratio - Paid |
1.18 |
x |
1.49 |
x |
1.65 |
x |
1.75 |
x |
1.53 |
x |
CONE MIDSTREAM PARTNERS LP | |||||||
CONSOLIDATED BALANCE SHEETS | |||||||
(in thousands, except number of units) | |||||||
(unaudited) |
|||||||
March 31, |
December 31, | ||||||
ASSETS |
|||||||
Current Assets: |
|||||||
Cash |
$ |
14,273 |
$ |
217 |
|||
Receivables — related party |
21,847 |
36,418 |
|||||
Inventory |
18,916 |
18,916 |
|||||
Other current assets |
1,669 |
2,037 |
|||||
Total Current Assets |
56,705 |
57,588 |
|||||
Property and Equipment: |
|||||||
Property and equipment |
914,470 |
897,918 |
|||||
Less — accumulated depreciation |
36,337 |
31,609 |
|||||
Property and Equipment — Net |
878,133 |
866,309 |
|||||
Other non-current assets |
487 |
528 |
|||||
TOTAL ASSETS |
$ |
935,325 |
$ |
924,425 |
|||
LIABILITIES AND EQUITY |
|||||||
Current Liabilities: |
|||||||
Accounts payable |
$ |
29,158 |
$ |
46,155 |
|||
Accounts payable — related party |
1,574 |
1,628 |
|||||
Total Current Liabilities |
30,732 |
47,783 |
|||||
Other Liabilities: |
|||||||
Revolving credit facility |
74,000 |
73,500 |
|||||
Total Liabilities |
104,732 |
121,283 |
|||||
Partners' Capital: |
|||||||
Common units (29,180,217 units issued and outstanding at March 31, 2016 and |
404,767 |
399,399 |
|||||
Subordinated units (29,163,121 units issued and outstanding at March 31, 2016 and December 31, 2015) |
(77,641) |
(82,900) |
|||||
General partner interest |
(3,171) |
(3,389) |
|||||
Partners' capital attributable to CONE Midstream Partners LP |
323,955 |
313,110 |
|||||
Noncontrolling interest |
506,638 |
490,032 |
|||||
Total Partners' Capital |
830,593 |
803,142 |
|||||
TOTAL LIABILITIES AND PARTNERS' CAPITAL |
$ |
935,325 |
$ |
924,425 |
CONE MIDSTREAM PARTNERS LP | |||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(in thousands) | |||||||
(unaudited) | |||||||
Three Months Ended March 31, | |||||||
2016 |
2015 | ||||||
Cash Flows from Operating Activities: |
|||||||
Net Income |
$ |
37,295 |
$ |
21,216 |
|||
Adjustments to reconcile net income to net cash provided by operating activities: |
|||||||
Depreciation expense and amortization of debt issuance costs |
4,880 |
2,994 |
|||||
Unit-based compensation |
136 |
96 |
|||||
Changes in operating assets: |
|||||||
Receivables — related party |
7,851 |
3,462 |
|||||
Other current and non-current assets |
369 |
253 |
|||||
Changes in operating liabilities: |
|||||||
Accounts payable |
(9,188) |
(17,616) |
|||||
Accounts payable — related party |
(163) |
(199) |
|||||
Net Cash Provided by Operating Activities |
41,180 |
10,206 |
|||||
Cash Flows from Investing Activities: |
|||||||
Capital expenditures |
(24,386) |
(61,806) |
|||||
Net Cash Used in Investing Activities |
(24,386) |
(61,806) |
|||||
Cash Flows from Financing Activities: |
|||||||
Contributions by general & limited partners and noncontrolling interest holders |
10,823 |
85,392 |
|||||
Distributions to unitholders |
(14,061) |
(12,784) |
|||||
Net proceeds from (payment on) revolver |
500 |
(23,800) |
|||||
Net Cash Provided By Financing Activities |
(2,738) |
48,808 |
|||||
Net Increase (Decrease) in Cash |
14,056 |
(2,792) |
|||||
Cash at Beginning of Period |
217 |
3,252 |
|||||
Cash at End of Period |
$ |
14,273 |
$ |
460 |
Development Companies Jointly Owned by CONE Midstream Partners LP and CONE Gathering LLC | |||||||||||||||
Operating Income Summary, Selected Operating Statistics and Capital Investment | |||||||||||||||
(in thousands) | |||||||||||||||
(unaudited) | |||||||||||||||
Three Months Ended March 31, 2016 | |||||||||||||||
Development Company | |||||||||||||||
Anchor |
Growth |
Additional |
TOTAL | ||||||||||||
Income Summary |
|||||||||||||||
Revenue |
$ |
50,290 |
$ |
2,891 |
$ |
9,067 |
$ |
62,248 |
|||||||
Expenses |
17,539 |
1,954 |
5,460 |
24,953 |
|||||||||||
Net Income |
32,751 |
937 |
3,607 |
37,295 |
|||||||||||
Less: Net income attributable to noncontrolling interest |
8,188 |
890 |
3,427 |
12,505 |
|||||||||||
Net Income Attributable to General and Limited |
$ |
24,563 |
$ |
47 |
$ |
180 |
$ |
24,790 |
|||||||
Operating Statistics - Gathered Volumes |
|||||||||||||||
Dry gas (BBtu/d) |
650 |
68 |
24 |
742 |
|||||||||||
Wet gas (BBtu/d) |
457 |
6 |
176 |
639 |
|||||||||||
Condensate (MMcfe/d) |
7 |
— |
7 |
14 |
|||||||||||
Total Gathered Volumes |
1,114 |
74 |
207 |
1,395 |
|||||||||||
Total Volumes Net to CONE Midstream Partners LP |
836 |
4 |
10 |
850 |
|||||||||||
Capital Investment |
|||||||||||||||
Maintenance capital |
$ |
3,710 |
$ |
69 |
$ |
1,057 |
$ |
4,836 |
|||||||
Expansion capital |
11,461 |
— |
8,089 |
19,550 |
|||||||||||
Total Capital Investment |
$ |
15,171 |
$ |
69 |
$ |
9,146 |
$ |
24,386 |
|||||||
Capital Investment Net to CONE Midstream Partners LP |
|||||||||||||||
Maintenance capital |
$ |
2,783 |
$ |
3 |
$ |
53 |
$ |
2,839 |
|||||||
Expansion capital |
8,596 |
— |
404 |
9,000 |
|||||||||||
Total Capital Investment Net to CONE Midstream |
$ |
11,379 |
$ |
3 |
$ |
457 |
$ |
11,839 |
Development Companies Jointly Owned by CONE Midstream Partners LP and CONE Gathering LLC | |||||||||||||||
Operating Income Summary, Selected Operating Statistics and Capital Investment | |||||||||||||||
(in thousands) | |||||||||||||||
(unaudited) | |||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||
Development Company | |||||||||||||||
Anchor |
Growth |
Additional |
TOTAL | ||||||||||||
Income Summary |
|||||||||||||||
Revenue |
$ |
34,533 |
$ |
2,975 |
$ |
5,660 |
$ |
43,168 |
|||||||
Expenses |
15,746 |
2,174 |
4,032 |
21,952 |
|||||||||||
Net Income |
18,787 |
801 |
1,628 |
21,216 |
|||||||||||
Less: Net income attributable to noncontrolling interest |
4,697 |
761 |
1,546 |
7,004 |
|||||||||||
Net Income Attributable to General and Limited |
$ |
14,090 |
$ |
40 |
$ |
82 |
$ |
14,212 |
|||||||
Operating Statistics - Gathered Volumes |
|||||||||||||||
Dry gas (BBtu/d) |
381 |
77 |
12 |
470 |
|||||||||||
Wet gas (BBtu/d) |
326 |
3 |
109 |
438 |
|||||||||||
Condensate (MMcfe/d) |
11 |
— |
2 |
13 |
|||||||||||
Total Gathered Volumes |
718 |
80 |
123 |
921 |
|||||||||||
Total Volumes Net to CONE Midstream Partners LP |
539 |
4 |
6 |
549 |
|||||||||||
Capital Investment |
|||||||||||||||
Maintenance capital |
$ |
2,619 |
$ |
258 |
$ |
273 |
$ |
3,150 |
|||||||
Expansion capital |
26,680 |
11,379 |
20,597 |
58,656 |
|||||||||||
Total Capital Investment |
$ |
29,299 |
$ |
11,637 |
$ |
20,870 |
$ |
61,806 |
|||||||
Capital Investment Net to CONE Midstream Partners LP |
|||||||||||||||
Maintenance capital |
$ |
1,964 |
$ |
13 |
$ |
14 |
$ |
1,991 |
|||||||
Expansion capital |
20,010 |
569 |
1,030 |
21,609 |
|||||||||||
Total Capital Investment Net to CONE Midstream |
$ |
21,974 |
$ |
582 |
$ |
1,044 |
$ |
23,600 |
SOURCE CONE Midstream Partners LP
CANONSBURG, Pa., April 11, 2016 /PRNewswire/ -- CONE Midstream Partners LP (NYSE: CNNX) today announced that it will release financial results for the first quarter 2016 before market opening on Thursday, May 5, 2016 and hold a conference call to discuss those results on the same day at 11:00 a.m. Eastern Time. The conference call will be publicly available via webcast on a live and replay basis.
Interested parties are invited to listen to the conference call, during which prepared remarks by John T. Lewis, Chairman and Chief Executive Officer, and other members of management will be followed by a question and answer session. Participants who would like to ask questions during the conference call may join by phone. Individuals who intend to listen only are encouraged to join the conference via the Internet.
Event: |
Conference call to discuss first quarter 2016 financial and operating results. |
Time: |
May 5, 2016 at 11:00 a.m. Eastern Time. |
Internet: |
The webcast may be accessed directly at https://www.webcaster4.com/Webcast/Page/998/14490 or from the link posted on the "Events" page of our website, www.conemidstream.com. |
Phone: |
Dial 888-349-0097 (international 412-902-0126) five to ten minutes before the scheduled start of the conference call and reference the CONE Midstream Partners call. |
Replay: |
An on-demand replay of the webcast will also be available shortly after the webcast at https://www.webcaster4.com/Webcast/Page/998/14490. A telephonic replay of the call will be available through May 12, 2016. The replay can be accessed by dialing toll free 877-344-7529 (international: 412-317-0088) and using the replay code 10084060. |
CONE Midstream Partners is a growth-oriented master limited partnership formed by CONSOL Energy Inc. (NYSE:CNX) and Noble Energy Inc. (NYSE: NBL), referred to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. More information is available at our website www.conemidstream.com.
Contact: |
Stephen R. Milbourne |
CONE Midstream Partners Investor Relations | |
Phone: 724-485-4408 | |
Email: smilbourne@conemidstream.com |
SOURCE CONE Midstream Partners LP
CANONSBURG, Pa., Feb. 29, 2016 /PRNewswire/ -- CONE Midstream Partners LP (NYSE: CNNX) today announced that members of its executive management team will being participating in four upcoming investor conferences:
March 1 – Morgan Stanley's MLP/Diversified Natural Gas, Utilities & Clean Tech Conference |
March 2 – Barclays' MLP Corporate Access Day |
March 3 – Capital Link 3rd Annual Master Limited Partnership Investing Forum |
March 31 – J.P. Morgan's Energy Infrastructure/MLP Forum |
A slide presentation, which may be referenced during investor meetings at these conferences, has been posted on the "Events and Presentations" page of the CNNX website, www.conemidstream.com.
CONE Midstream Partners is a master limited partnership formed by CONSOL Energy Inc. (NYSE: CNX) and Noble Energy, Inc. (NYSE: NBL), referred to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. More information is available on our website www.conemidstream.com.
Contact: |
Stephen R. Milbourne |
CONE Investor Relations | |
Phone: 724-485-4408 | |
Email: smilbourne@conemidstream.com |
SOURCE CONE Midstream Partners LP
CANONSBURG, Pa., Feb. 19, 2016 /PRNewswire/ -- CONE Midstream Partners LP (NYSE: CNNX) (the "Partnership") today announced the filing of its Annual Report on Form 10-K for the fiscal year ending December 31, 2015 with the Securities and Exchange Commission (SEC).
A copy of the Annual Report on Form 10-K, which contains the Partnership's audited financial statements, is available for download at www.conemidstream.com and on the SEC website at www.sec.gov.
The Partnership's unitholders may receive, free of charge, printed copies of our Annual Report on Form 10-K by writing to Investor Relations, CONE Midstream Partners, 1000 CONSOL Energy Drive, Canonsburg, PA 15317.
CONE Midstream Partners LP is a master limited partnership formed by CONSOL Energy Inc. (NYSE: CNX) and Noble Energy, Inc. (NYSE: NBL), referred to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. More information is available on our website www.conemidstream.com.
Contact: Stephen R. Milbourne
CONE Investor Relations
Phone: 724-485-4408
Email: smilbourne@conemidstream.com
SOURCE CONE Midstream Partners LP
CANONSBURG, Pa., Feb. 17, 2016 /PRNewswire/ -- CONE Midstream Partners LP (NYSE: CNNX) ("CONE Midstream" or the "Partnership") today reported financial and operational results for the three months and the full year ending December 31, 2015.(1) The Partnership also announced financial guidance for 2016.
Fourth Quarter Results
Highlights of fourth quarter 2015 results attributable to the Partnership as compared to the fourth quarter of 2014 include:
Full Year 2015 Results
Highlights of full year 2015 results attributable to the Partnership include:
Management Comment
"We are pleased to report another quarter of excellent financial and operational results for CONE Midstream," said John T. Lewis, Chairman of the Board and Chief Executive Officer of CONE Midstream GP LLC (the "General Partner"). "Our throughput volume, net income, adjusted EBITDA and DCF all exhibited strong and steady growth during each consecutive quarter of 2015. Fourth quarter average throughput increased by 215 BBtu/d which equates to volume growth of 39% over fourth quarter 2014. Our focus on operational efficiencies and cost control boosted our financial results, with net income for the quarter increasing by 47% over last year, and fourth quarter adjusted EBITDA and DCF each growing by more than 50% from a year ago.
Mr. Lewis continued, "Based on these strong results and our current outlook, the Partnership paid a quarterly cash distribution of $0.2362 per unit on February 12th. The distribution rate represents a sequential quarterly increase of 3.6% which equates to an annual growth rate of 15.2%. Our distribution coverage during 2015 also increased steadily each quarter and reached 1.59x for the fourth quarter on an as declared basis.
"We have maintained our strong financial position during 2015," concluded Mr. Lewis. "Our business model was built for measured growth driven by a strong balance sheet, underlying organic growth with stacked pays, and potentially supplemented by the drop down of additional interests in our three different development companies. In addition, CONE's business development function should help supplement sponsor driven revenues. While commodity prices have receded and the MLP space faces various challenges, our robust balance sheet and distribution coverage ratio has CONE Midstream Partners advantageously positioned."
Quarterly Distribution
As previously announced, the Board of Directors of the General Partner declared a quarterly cash distribution of $0.2362 per unit with respect to the fourth quarter of 2015. The distribution payment was made on February 12, 2016 to unitholders of record on February 4, 2016. The distribution, which equates to an annual rate of $0.9448 per unit, represents an increase of 3.6% over the prior quarter and an increase of 11.2% over the Minimum Quarterly Distribution as defined in our Partnership Agreement.
Capital Investment and Resources
CONE Midstream's allocated fourth quarter 2015 share of investment in expansion projects was $23.0 million. Total expansion capital investment at the three development companies in which CONE Midstream holds controlling interests was $53.9 million,(3) with individual development company totals as follows:
CONE Midstream's respective share of maintenance capital expenditures for the three development companies for fourth quarter 2015 was $2.6 million. Maintenance capital expenditures in the aggregate for the development companies in which CONE Midstream holds controlling interests totaled $4.4 million.
As of December 31, 2015, CONE Midstream had outstanding borrowings of $73.5 million under its $250.0 million revolving credit facility.
2016 Guidance
Based on current expectations, management is providing the following guidance for 2016. Full year 2016 adjusted EBITDA attributable to the Partnership is expected to be in the range of $93 - $103 million and full year Distributable Cash Flow attributable to the Partnership is expected to be in the range of $79 - $89 million. Management currently anticipates that total 2016 capital expenditures attributable to the Partnership will be in the range of $30 to $35 million, of which approximately $10 to $12 million will be for maintenance capital.
CONE Midstream's financial guidance is based on numerous assumptions about future events and conditions and, therefore, could vary materially from actual results. These estimates, including capital expenditure plans, are meant to provide guidance only and are subject to revision for acquisitions or operating environment changes.
Fourth Quarter Financial and Operational Results Conference Call
A conference call and webcast, during which management will discuss fourth quarter 2015 financial and operational results, is scheduled for February 17, 2016 at 1:00 p.m. Eastern Time. Prepared remarks by members of management will be followed by a question and answer period. Interested parties may listen via webcast at https://www.webcaster4.com/webcast/page/998/12905. Participants who would like to ask questions may join the conference by phone at 888-349-0097 (international 412-902-0126) five to ten minutes prior to the scheduled start time (reference the CONE Midstream call). An on-demand replay of the webcast will be also be available at https://www.webcaster4.com/webcast/page/998/12905 shortly after the conclusion of the conference. A telephonic replay will be available through February 24, 2016 by dialing 877-344-7529 (international: 412-317-0088) and using the conference playback number 10079438.
_______________ | |
(1) |
Unless otherwise indicated, the reporting measures included in this news release reflect the unallocated total activity of the three development companies jointly owned by the Partnership and CONE Gathering LLC ("CONE Gathering"). Because the Partnership owns a controlling interest in each of the three development companies, it fully consolidates their financial results. The Partnership's current financial interests in the development companies are: 75% in the Anchor Systems, 5% in the Growth Systems, and 5% in the Additional Systems. CONE Gathering is a midstream joint venture formed by CONSOL Energy Inc. and Noble Energy, Inc. and owns non-controlling interests in the Partnership's development companies. |
(2) |
Adjusted EBITDA and DCF are not Generally Accepted Accounting Principles ("GAAP") measures. Definitions and reconciliations of these non-GAAP measures to GAAP reporting measures appear in the financial tables which follow. |
(3) |
Detail may not foot due to rounding. |
Contact: |
Stephen R. Milbourne |
CONE Investor Relations | |
Phone: |
724-485-4408 |
Email: |
|
* * * * *
CONE Midstream Partners is a master limited partnership formed by CONSOL Energy Inc. (NYSE: CNX) and Noble Energy, Inc. (NYSE: NBL), referred to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities.
* * * * *
This press release is intended to be a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of CONE Midstream's distributions to non-U.S. investors as being attributed to income that is effectively connected with a United States trade or business. Accordingly, CONE Midstream's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate. Nominees, and not CONE Midstream, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.
* * * * *
This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include the words "believe," "expect," "anticipate," "intend," "estimate" and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict, and there can be no assurance that actual outcomes and results will not differ materially from those expected by our management. These forward-looking statements involve certain risks and uncertainties, including, among others, that our business plans may change as circumstances warrant. For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, please refer to the "Risk Factors" section of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. 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.
CONE MIDSTREAM PARTNERS LP CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit data) (unaudited) | ||||||||||||||||
Three Months Ended |
Twelve Months Ended | |||||||||||||||
2015 |
2014 |
2015 |
2014 | |||||||||||||
Revenue |
||||||||||||||||
Gathering Revenue — Related Party |
$ |
58,785 |
$ |
42,400 |
$ |
203,423 |
$ |
130,087 |
||||||||
Other Income |
— |
85 |
— |
85 |
||||||||||||
Total Revenue |
58,785 |
42,485 |
203,423 |
130,172 |
||||||||||||
Expenses |
||||||||||||||||
Operating Expense — Third Party |
6,781 |
9,035 |
28,987 |
27,371 |
||||||||||||
Operating Expense — Related Party |
7,858 |
5,519 |
29,937 |
24,072 |
||||||||||||
General and Administrative Expense — Third Party |
911 |
886 |
4,444 |
1,822 |
||||||||||||
General and Administrative Expense — Related Party |
2,251 |
1,769 |
8,636 |
4,726 |
||||||||||||
Depreciation Expense |
4,623 |
2,225 |
15,053 |
7,330 |
||||||||||||
Interest Expense |
565 |
24 |
835 |
24 |
||||||||||||
Total Expense |
22,989 |
19,458 |
87,892 |
65,345 |
||||||||||||
Net Income |
35,796 |
23,027 |
115,531 |
64,827 |
||||||||||||
Less: Net Income Attributable to Noncontrolling Interest |
13,330 |
7,776 |
44,284 |
7,858 |
||||||||||||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
22,466 |
$ |
15,251 |
$ |
71,247 |
$ |
56,969 |
||||||||
Calculation of Limited Partner Interest in Net Income: |
||||||||||||||||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP (1) |
$ |
22,466 |
$ |
15,251 |
$ |
71,247 |
$ |
15,378 |
||||||||
Less: General Partner Interest in Net Income |
449 |
305 |
1,425 |
308 |
||||||||||||
Limited Partner Interest in Net Income |
$ |
22,017 |
$ |
14,946 |
$ |
69,822 |
$ |
15,070 |
||||||||
Net Income per Limited Partner Unit - Basic |
$ |
0.38 |
$ |
0.26 |
$ |
1.20 |
$ |
0.26 |
||||||||
Net Income per Limited Partner Unit - Diluted |
$ |
0.38 |
$ |
0.26 |
$ |
1.20 |
$ |
0.26 |
||||||||
Limited Partner Units Outstanding - Basic |
58,326 |
58,326 |
58,326 |
58,326 |
||||||||||||
Limited Partner Unit Outstanding - Diluted |
58,337 |
58,326 |
58,340 |
58,326 |
||||||||||||
(1) |
Reflective of general and limited partner interest in net income since closing of the IPO. |
CONE MIDSTREAM PARTNERS LP
RECONCILIATION OF NET INCOME TO EBITDA AND DISTRIBUTABLE CASH FLOW
(in thousands)
(unaudited)
Definition of Non-GAAP Financial Measures
Adjusted EBITDA
We define adjusted EBITDA as net income (loss) before net interest expense, depreciation and amortization, as adjusted for non-cash items which should not be included in the calculation of distributable cash flow. 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:
We believe that the presentation of adjusted EBITDA provides information that is 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 net income, net cash provided by (used in) 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, adjusted EBITDA as presented below may not be comparable to similarly titled measures of other companies.
Distributable Cash Flow
We define distributable cash flow as adjusted EBITDA less net income attributable to noncontrolling interest, net cash interest paid and maintenance capital expenditures. Distributable cash flow does not reflect changes in working capital balances.
Distributable cash flow 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:
We believe that the presentation of distributable cash flow in this report 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 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, and these measures may vary from those of other companies. As a result, our distributable cash flow may not be comparable to similarly titled measures of other companies.
CONE MIDSTREAM PARTNERS LP | |||||||||||||||||
The following table presents a reconciliation of the non-GAAP measures adjusted EBITDA and distributable cash flow with the most directly comparable GAAP financial measures of net income and net cash provided by operating activities. | |||||||||||||||||
Three Months Ended |
Twelve Months Ended | ||||||||||||||||
2015 |
2014 |
2015 |
2014 | ||||||||||||||
Net Income |
$ |
35,796 |
$ |
23,027 |
$ |
115,531 |
$ |
64,827 |
|||||||||
Interest Expense |
565 |
24 |
835 |
24 |
|||||||||||||
Depreciation Expense |
4,623 |
2,225 |
15,053 |
7,330 |
|||||||||||||
EBITDA |
40,984 |
25,276 |
131,419 |
72,181 |
|||||||||||||
Non-Cash Unit-Based Compensation |
92 |
— |
402 |
— |
|||||||||||||
Adjusted EBITDA |
41,076 |
25,276 |
131,821 |
72,181 |
|||||||||||||
Less: |
|||||||||||||||||
Net Income Attributable to Noncontrolling Interest |
13,330 |
7,776 |
44,284 |
7,858 |
|||||||||||||
Interest Expense Attributable to Noncontrolling Interest |
331 |
— |
428 |
— |
|||||||||||||
Depreciation Expense Attributable to Noncontrolling Interest |
2,246 |
857 |
6,799 |
863 |
|||||||||||||
Adjusted EBITDA Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
25,169 |
$ |
16,643 |
$ |
80,310 |
$ |
63,460 |
|||||||||
Less: Cash Interest Paid, net |
234 |
— |
407 |
— |
|||||||||||||
Less: Ongoing Maintenance Capital Expenditures, Net of Expected Reimbursements |
2,554 |
1,799 |
8,984 |
6,008 |
|||||||||||||
Distributable Cash Flow |
$ |
22,381 |
$ |
14,844 |
$ |
70,919 |
$ |
57,452 |
|||||||||
Net Cash Provided by Operating Activities |
$ |
16,749 |
$ |
22,331 |
$ |
116,017 |
$ |
84,694 |
|||||||||
Interest Expense |
565 |
24 |
835 |
24 |
|||||||||||||
Other, Including Changes in Working Capital |
23,762 |
2,921 |
14,969 |
(12,537) |
|||||||||||||
Adjusted EBITDA |
41,076 |
25,276 |
131,821 |
72,181 |
|||||||||||||
Less: |
|||||||||||||||||
Net Income Attributable to Noncontrolling Interest |
13,330 |
7,776 |
44,284 |
7,858 |
|||||||||||||
Interest Expense Attributable to Noncontrolling Interest |
331 |
— |
428 |
— |
|||||||||||||
Depreciation Expense Attributable to Noncontrolling Interest |
2,246 |
857 |
6,799 |
863 |
|||||||||||||
Adjusted EBITDA Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
25,169 |
$ |
16,643 |
$ |
80,310 |
$ |
63,460 |
|||||||||
Less: Cash Interest Paid, net |
234 |
— |
407 |
— |
|||||||||||||
Less: Ongoing Maintenance Capital Expenditures, Net of Expected Reimbursements |
2,554 |
1,799 |
8,984 |
6,008 |
|||||||||||||
Distributable Cash Flow |
$ |
22,381 |
$ |
14,844 |
$ |
70,919 |
$ |
57,452 |
|||||||||
The following table presents a reconciliation of the non-GAAP measures adjusted EBITDA and distributable cash flow by quarter and for the most recently completed twelve month period with the most directly comparable GAAP financial measures, which are net income and net cash provided by operating activities. | |||||||||||||||||||
(unaudited) |
Q1 2015 |
Q2 2015 |
Q3 2015 |
Q4 2015 |
Twelve | ||||||||||||||
Net Income |
$ |
21,216 |
$ |
24,905 |
$ |
33,614 |
$ |
35,796 |
$ |
115,531 |
|||||||||
Interest Expense |
65 |
47 |
158 |
565 |
835 |
||||||||||||||
Depreciation Expense |
2,994 |
3,667 |
3,769 |
4,623 |
15,053 |
||||||||||||||
EBITDA |
24,275 |
28,619 |
37,541 |
40,984 |
131,419 |
||||||||||||||
Non-Cash Unit-Based Compensation Expense |
96 |
96 |
118 |
92 |
402 |
||||||||||||||
Adjusted EBITDA |
24,371 |
28,715 |
37,659 |
41,076 |
131,821 |
||||||||||||||
Less: |
|||||||||||||||||||
Net Income Attributable to Noncontrolling Interest |
7,004 |
9,993 |
13,957 |
13,330 |
44,284 |
||||||||||||||
Interest Expense Attributable to Noncontrolling Interest |
20 |
14 |
63 |
331 |
428 |
||||||||||||||
Depreciation Expense Attributable to Noncontrolling Interest |
1,166 |
1,659 |
1,728 |
2,246 |
6,799 |
||||||||||||||
Adjusted EBITDA Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
16,181 |
$ |
17,049 |
$ |
21,911 |
$ |
25,169 |
$ |
80,310 |
|||||||||
Less: Cash Interest Paid, net |
45 |
33 |
95 |
234 |
407 |
||||||||||||||
Less: Ongoing Maintenance Capital Expenditures, Net of |
1,991 |
2,148 |
2,291 |
2,554 |
8,984 |
||||||||||||||
Distributable Cash Flow |
$ |
14,145 |
$ |
14,868 |
$ |
19,525 |
$ |
22,381 |
$ |
70,919 |
|||||||||
Net Cash Provided by Operating Activities |
$ |
10,206 |
$ |
50,254 |
$ |
38,808 |
$ |
16,749 |
$ |
116,017 |
|||||||||
Interest Expense |
65 |
47 |
158 |
565 |
835 |
||||||||||||||
Other, Including Changes in Working Capital |
14,100 |
(21,586) |
(1,307) |
23,762 |
14,969 |
||||||||||||||
Adjusted EBITDA |
24,371 |
28,715 |
37,659 |
41,076 |
131,821 |
||||||||||||||
Less: |
|||||||||||||||||||
Net Income Attributable to Noncontrolling Interest |
7,004 |
9,993 |
13,957 |
13,330 |
44,284 |
||||||||||||||
Interest Expense Attributable to Noncontrolling Interest |
20 |
14 |
63 |
331 |
428 |
||||||||||||||
Depreciation Expense Attributable to Noncontrolling Interest |
1,166 |
1,659 |
1,728 |
2,246 |
6,799 |
||||||||||||||
Adjusted EBITDA Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
16,181 |
$ |
17,049 |
$ |
21,911 |
$ |
25,169 |
$ |
80,310 |
|||||||||
Less: Cash Interest Paid, net |
45 |
33 |
95 |
234 |
407 |
||||||||||||||
Less: Ongoing Maintenance Capital Expenditures, Net of |
1,991 |
2,148 |
2,291 |
2,554 |
8,984 |
||||||||||||||
Distributable Cash Flow |
$ |
14,145 |
$ |
14,868 |
$ |
19,525 |
$ |
22,381 |
$ |
70,919 |
|||||||||
Distributions Declared |
$ |
12,647 |
$ |
13,094 |
$ |
13,570 |
$ |
14,062 |
$ |
53,373 |
|||||||||
Distribution Coverage Ratio - Declared |
1.12 |
x |
1.14 |
x |
1.44 |
x |
1.59 |
x |
1.33 |
x | |||||||||
Distributable Cash Flow |
$ |
14,145 |
$ |
14,868 |
$ |
19,525 |
$ |
22,381 |
$ |
70,919 |
|||||||||
Distributions Paid |
$ |
12,784 |
$ |
12,647 |
$ |
13,094 |
$ |
13,570 |
$ |
52,095 |
|||||||||
Distribution Coverage Ratio - Paid |
1.11 |
x |
1.18 |
x |
1.49 |
x |
1.65 |
x |
1.36 |
x |
CONE MIDSTREAM PARTNERS LP CONSOLIDATED BALANCE SHEETS (in thousands, except number of units) (Unaudited) | |||||||
December 31, |
December 31, | ||||||
ASSETS |
|||||||
Current Assets: |
|||||||
Cash |
$ |
217 |
$ |
3,252 |
|||
Receivables — Related Party |
36,418 |
58,749 |
|||||
Inventory |
18,916 |
— |
|||||
Prepaid Expenses |
1,873 |
1,280 |
|||||
Other Current Assets |
164 |
164 |
|||||
Total Current Assets |
57,588 |
63,445 |
|||||
Property and Equipment: |
|||||||
Property and Equipment |
897,918 |
639,735 |
|||||
Less — Accumulated Depreciation |
31,609 |
16,989 |
|||||
Property and Equipment — Net |
866,309 |
622,746 |
|||||
Other Non-Current Assets |
528 |
613 |
|||||
TOTAL ASSETS |
$ |
924,425 |
$ |
686,804 |
|||
LIABILITIES AND EQUITY |
|||||||
Current Liabilities: |
|||||||
Accounts Payable |
$ |
46,155 |
$ |
70,635 |
|||
Accounts Payable — Related Party |
1,628 |
2,106 |
|||||
Total Current Liabilities |
47,783 |
72,741 |
|||||
Other Liabilities: |
|||||||
Revolving Credit Facility |
73,500 |
31,300 |
|||||
Total Liabilities |
121,283 |
104,041 |
|||||
Partners' Capital: |
|||||||
Common Units - (29,163,121 Units Issued and Outstanding at December 31, 2015 and 2014) |
399,399 |
389,612 |
|||||
Subordinated Units (29,163,121 Units Issued and Outstanding at December 31, 2015 and 2014) |
(82,900) |
(92,285) |
|||||
General Partner Interest |
(3,389) |
(3,772) |
|||||
Capital Attributable to CONE Midstream Partners LP |
313,110 |
293,555 |
|||||
Noncontrolling Interest |
490,032 |
289,208 |
|||||
Total Partners' Capital |
803,142 |
582,763 |
|||||
TOTAL LIABILITIES AND PARTNERS' CAPITAL |
$ |
924,425 |
$ |
686,804 |
CONE MIDSTREAM PARTNERS LP CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) | |||||||
Twelve Months Ended | |||||||
2015 |
2014 | ||||||
Cash Flows from Operating Activities: |
|||||||
Net Income |
$ |
115,531 |
$ |
64,827 |
|||
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: |
|||||||
Depreciation Expense and Amortization of Debt Issuance Costs |
15,217 |
7,330 |
|||||
Gain on Disposition of Equipment |
— |
(85) |
|||||
Unit Based Compensation |
402 |
— |
|||||
Changes in Operating Assets: |
|||||||
Receivables — Related Party |
(3,148) |
(9,029) |
|||||
Inventory |
(2,284) |
— |
|||||
Prepaid Expenses |
(663) |
(1,280) |
|||||
Non-Current Assets |
(10) |
— |
|||||
Changes in Operating Liabilities: |
|||||||
Accounts Payable |
(8,670) |
23,806 |
|||||
Accounts Payable — Related Party |
(358) |
(875) |
|||||
Net Cash Provided by Operating Activities |
116,017 |
84,694 |
|||||
Cash Flows from Investing Activities: |
|||||||
Capital Expenditures |
(291,211) |
(269,686) |
|||||
Proceeds on Sale of Equipment |
— |
85 |
|||||
Net Cash Used in Investing Activities |
(291,211) |
(269,601) |
|||||
Cash Flows from Financing Activities: |
|||||||
Investments by Partners and Noncontrolling Interest Holders |
182,053 |
146,626 |
|||||
Proceeds from Issuance of Common Units, Net of Offering Costs |
— |
413,005 |
|||||
Distribution of Proceeds |
— |
(407,971) |
|||||
Distributions to Unitholders |
(52,094) |
— |
|||||
Payment of Revolver Fees |
— |
(777) |
|||||
Proceeds from Revolver |
42,200 |
31,300 |
|||||
Net Cash Provided by Financing Activities |
172,159 |
182,183 |
|||||
Net Decrease in Cash |
(3,035) |
(2,724) |
|||||
Cash at Beginning of Period |
3,252 |
5,976 |
|||||
Cash at End of Period |
$ |
217 |
$ |
3,252 |
CONE MIDSTREAM PARTNERS LP SUPPLEMENTAL STATEMENTS OF CASH FLOWS (in thousands) (unaudited) | |||||||
Three Months Ended | |||||||
2015 |
2014 | ||||||
Cash Flows from Operating Activities: |
|||||||
Net Income |
$ |
35,796 |
$ |
23,027 |
|||
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: |
|||||||
Depreciation Expense and Amortization of Debt Issuance Costs |
4,664 |
2,225 |
|||||
Gain on Disposition of Equipment |
— |
(85) |
|||||
Unit Based Compensation |
92 |
— |
|||||
Changes in Operating Assets: |
|||||||
Receivables — Related Party |
(2,046) |
(9,344) |
|||||
Prepaid Expenses |
(1,133) |
(798) |
|||||
Non-Current Assets |
— |
168 |
|||||
Changes in Operating Liabilities: |
|||||||
Accounts Payable |
(15,482) |
9,404 |
|||||
Accounts Payable — Related Party |
(5,142) |
(2,266) |
|||||
Net Cash Provided by Operating Activities |
16,749 |
22,331 |
|||||
Cash Flows from Investing Activities: |
|||||||
Capital Expenditures |
(58,261) |
(83,985) |
|||||
Proceeds on Sale of Equipment |
— |
85 |
|||||
Net Cash Used in Investing Activities |
(58,261) |
(83,900) |
|||||
Cash Flows from Financing Activities: |
|||||||
Investments by Partners and Noncontrolling Interest Holders |
37,093 |
26,000 |
|||||
Proceeds from Issuance of Common Units, Net of Offering Costs |
— |
264 |
|||||
Distribution to Unitholders |
(13,569) |
— |
|||||
Payment of Revolver Fees |
— |
(91) |
|||||
Proceeds from Revolver |
17,000 |
31,300 |
|||||
Net Cash Provided by Financing Activities |
40,524 |
57,473 |
|||||
Net Decrease in Cash |
(988) |
(4,096) |
|||||
Cash at Beginning of Period |
1,205 |
7,348 |
|||||
Cash at End of Period |
$ |
217 |
$ |
3,252 |
Development Companies Jointly Owned by CONE Gathering LLC and CONE Midstream Partners LP Operating Income Summary, Selected Operating Statistics and Capital Investment (in thousands) (unaudited) | |||||||||||||||
Three Months Ended December 31, 2015 | |||||||||||||||
Development Company | |||||||||||||||
Anchor |
Growth |
Additional |
TOTAL | ||||||||||||
Income Summary |
|||||||||||||||
Revenue |
$ |
46,063 |
$ |
3,080 |
$ |
9,642 |
$ |
58,785 |
|||||||
Expenses |
16,525 |
1,546 |
4,918 |
22,989 |
|||||||||||
Net Income |
29,538 |
1,534 |
4,724 |
35,796 |
|||||||||||
Less: Net Income Attributable to Noncontrolling Interest |
7,385 |
1,457 |
4,488 |
13,330 |
|||||||||||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
22,153 |
$ |
77 |
$ |
236 |
$ |
22,466 |
|||||||
Operating Statistics - Gathered Volumes |
|||||||||||||||
Dry Gas (BBtu/d) |
614 |
73 |
11 |
698 |
|||||||||||
Wet Gas (BBtu/d) |
372 |
8 |
196 |
576 |
|||||||||||
Condensate (Bcfe/d) |
7 |
— |
10 |
17 |
|||||||||||
Total Gathered Volumes |
993 |
81 |
217 |
1,291 |
|||||||||||
Total Volumes Net to CONE Midstream Partners LP |
745 |
4 |
11 |
760 |
|||||||||||
Capital Investment |
|||||||||||||||
Maintenance Capital |
$ |
3,333 |
$ |
352 |
$ |
725 |
$ |
4,410 |
|||||||
Expansion Capital |
29,034 |
188 |
24,629 |
53,851 |
|||||||||||
Total Capital Investment |
$ |
32,367 |
$ |
540 |
$ |
25,354 |
$ |
58,261 |
|||||||
Capital Investment Net to CNNX |
|||||||||||||||
Maintenance Capital |
$ |
2,500 |
$ |
18 |
$ |
36 |
$ |
2,554 |
|||||||
Expansion Capital |
21,776 |
9 |
1,231 |
23,016 |
|||||||||||
Total Capital Investment Net to CNNX |
$ |
24,276 |
$ |
27 |
$ |
1,267 |
$ |
25,570 |
Development Companies Jointly Owned by CONE Gathering LLC and CONE Midstream Partners LP Operating Income Summary, Selected Operating Statistics and Capital Investment (in thousands) (unaudited) | |||||||||||||||
Three Months Ended December 31, 2014 | |||||||||||||||
Development Company | |||||||||||||||
Anchor |
Growth |
Additional |
TOTAL | ||||||||||||
Income Summary |
|||||||||||||||
Revenue |
$ |
35,166 |
$ |
2,464 |
$ |
4,855 |
$ |
42,485 |
|||||||
Expenses |
15,025 |
1,847 |
2,586 |
19,458 |
|||||||||||
Net Income |
20,141 |
617 |
2,269 |
23,027 |
|||||||||||
Less: Net Income Attributable to Noncontrolling Interest |
5,035 |
586 |
2,155 |
7,776 |
|||||||||||
Net Income Attributable to General and Limited Partner Ownership Interest in CONE Midstream Partners LP |
$ |
15,106 |
$ |
31 |
$ |
114 |
$ |
15,251 |
|||||||
Operating Statistics - Gathered Volumes |
|||||||||||||||
Dry Gas (BBtu/d) |
389 |
71 |
17 |
477 |
|||||||||||
Wet Gas (BBtu/d) |
313 |
— |
81 |
394 |
|||||||||||
Condensate (Bcfe/d) |
12 |
— |
— |
12 |
|||||||||||
Total Gathered Volumes |
714 |
71 |
98 |
883 |
|||||||||||
Total Volumes Net to CONE Midstream Partners LP |
536 |
4 |
5 |
545 |
|||||||||||
Capital Investment |
|||||||||||||||
Maintenance Capital |
$ |
2,372 |
$ |
230 |
$ |
157 |
$ |
2,759 |
|||||||
Expansion Capital |
18,465 |
22,296 |
40,465 |
81,226 |
|||||||||||
Total Capital Investment |
$ |
20,837 |
$ |
22,526 |
$ |
40,622 |
$ |
83,985 |
|||||||
Capital Investment Net to CNNX |
|||||||||||||||
Maintenance Capital |
$ |
1,779 |
$ |
12 |
$ |
8 |
$ |
1,799 |
|||||||
Expansion Capital |
13,849 |
1,114 |
2,023 |
16,986 |
|||||||||||
Total Capital Investment Net to CNNX |
$ |
15,628 |
$ |
1,126 |
$ |
2,031 |
$ |
18,785 |
SOURCE CONE Midstream Partners LP
CANONSBURG, Pa., Jan. 25, 2016 /PRNewswire/ -- The Board of Directors of CONE Midstream GP LLC, the general partner of CONE Midstream Partners LP (NYSE: CNNX), today announced the declaration of a cash distribution of $0.2362 per unit with respect to the fourth quarter of 2015. The distribution will be made on February 12, 2016 to unitholders of record as of the close of business on February 4, 2016. The distribution, which equates to an annual rate of $0.9448 per unit, represents an increase of 3.6% over the prior quarter, and an increase of 11.2% over the Minimum Quarterly Distribution as defined in CNNX's partnership agreement.
CONE Midstream Partners is a growth-oriented master limited partnership formed by CONSOL Energy Inc.(NYSE:CNX) and Noble Energy, Inc. (NYSE:NBL), whom we refer to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. More information is available at our website www.conemidstream.com.
This press release is intended to be a qualified notice to nominees as provided for under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100.0%) of CONE Midstream's distributions to non-U.S. investors as being attributed to income that is effectively connected with a United States trade or business. Accordingly, CONE Midstream's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate. Nominees, and not CONE Midstream, are treated as withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors.
Contact: |
Stephen R. Milbourne |
CONE Midstream Partners Investor Relations | |
Phone: 724-485-4408 | |
Email: smilbourne@conemidstream.com |
SOURCE CONE Midstream Partners LP
CANONSBURG, Pa., Jan. 19, 2016 /PRNewswire/ -- CONE Midstream Partners LP (NYSE: CNNX) today announced that it will release financial results for the fourth quarter and full year 2015 before market opening on Wednesday, February 17, 2016 and hold a conference call to discuss those results on the same day at 1:00 p.m. Eastern Time. The conference call will be publicly available via webcast on a live and replay basis.
Interested parties are invited to listen to the conference call, during which prepared remarks by John T. Lewis, Chairman and Chief Executive Officer, and other members of management will be followed by a question and answer session. Participants who would like to ask questions during the conference call may join by phone. Individuals who intend to listen only are encouraged to join the conference via the Internet.
Event: |
Conference call to discuss fourth quarter and full year 2015 financial and operating results. |
Time: |
February 17, 2016 at 1:00 p.m. Eastern Time. |
Internet: |
The webcast may be accessed directly at https://www.webcaster4.com/Webcast/Page/998/12905 or from the link posted on the "Events" page of our website, www.conemidstream.com. |
Phone: |
Dial 888-349-0097 (international 412-902-0126) five to ten minutes before the scheduled start of the conference call and reference the CONE Midstream Partners call. |
Replay: |
An on-demand replay of the webcast will also be available shortly after the webcast at https://www.webcaster4.com/Webcast/Page/998/12905. A telephonic replay of the call will be available through February 24, 2016. The replay can be accessed by dialing toll free |
CONE Midstream Partners is a growth-oriented master limited partnership formed by CONSOL Energy Inc. (NYSE:CNX) and Noble Energy Inc. (NYSE: NBL), referred to as our Sponsors, to own, operate, develop and acquire natural gas gathering and other midstream energy assets to service our Sponsors' production in the Marcellus Shale in Pennsylvania and West Virginia. Our assets include natural gas gathering pipelines and compression and dehydration facilities, as well as condensate gathering, collection, separation and stabilization facilities. More information is available at our website www.conemidstream.com.
Contact: Stephen R. Milbourne
CONE Midstream Partners Investor Relations
Phone: 724-485-4408
Email: smilbourne@conemidstream.com
SOURCE CONE Midstream Partners LP
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