CNX Midstream Reports Second Quarter Results and Provides Updated 2020 Guidance

PITTSBURGH, July 30, 2019 /PRNewswire/ -- CNX Midstream Partners LP (NYSE: CNXM) ("CNXM", "CNX Midstream" or the "Partnership") today reported financial and operational results for the three and six months ended June 30, 2019((1)).

Second Quarter Results

The Partnership continued its solid financial performance during the three and six months ended June 30, 2019. Comparative results net to the Partnership, with the exception of operating cash flows, which is presented on a gross consolidated basis, were as follows:


                                           Three Months Ended            Six Months Ended
                                    June 30,                    June 30,


                (in millions) 2019                      2018  2019                    2018



     Net income                    $
            46.7                   $
        30.0              $
      81.9 $
     57.9


     Net cash provided
      by operating
      activities                   $
            74.8                   $
        53.7             $
      124.7 $
     95.5


     Adjusted EBITDA
      (non-GAAP)(2)                $
            59.3                   $
        41.3             $
      113.8 $
     76.2


     Distributable cash
      flow (non-
      GAAP)(2)                     $
            46.9                   $
        31.6              $
      89.9 $
     60.9
    --  Cash distribution coverage((2)) of 1.53x on an as-declared basis

"CNXM continued to deliver strong results as evidenced by the second quarter," commented Nicholas J. DeIuliis, CEO of CNX Midstream GP LLC (the "General Partner"). "As compared to the second quarter of 2018, Adjusted EBITDA and distributable cash flow were up by 44% and 48%, respectively. This marks the 17th consecutive quarterly cash distribution increase at the targeted 15% annual growth rate, and CNXM's focus on operational execution resulting in strong financial performance supports our plan to continue 15% annual distribution growth through 2023 without drop-down transactions or need to access the equity capital markets. The 2019 capital build out is rapidly coming to an end, and we expect that the company will generate approximately $130 million in free cash flow in 2020."

2019 and 2020 Guidance

Based on current expectations, management provides the following update:


                   ($ in millions)                                      2019E                     2020E



                                                   
              Reaffirmed                
     Updated



     Throughput (BBtu/d)*                                1,400                   1,500             1,650     1,800



     Capital Expenditures                                 $310                    $330               $80      $100



     Adjusted EBITDA                                      $200                    $220              $250      $270



     Distributable Cash Flow                              $150                    $170              $185      $205



     Distribution Coverage                                1.2x                 
     1.4x             1.2x   
     1.3x


      LP Distribution Growth Target                                      15%                      15%





     * Excludes third-party volumes under high-pressure short-haul agreements.

Quarterly Distribution

As previously announced, the Board of Directors of its general partner, CNX Midstream GP LLC, has declared a cash distribution of $0.3865 per unit with respect to the second quarter of 2019. The distribution will be made on August 14, 2019 to unitholders of record as of the close of business on August 6, 2019. The distribution, which equates to an annual rate of $1.546 per unit, represents an increase of 3.6% over the prior quarter, and an increase of 15% over the distribution paid with respect to the second quarter of 2018.

Capital Investment and Resources

For the second quarter of 2019, CNX Midstream's total capital investment net to the Partnership was $103.4 million, which includes investment in expansion projects of $98.2 million and maintenance capital of $5.2 million.

As of June 30, 2019, CNX Midstream had outstanding borrowings of $208.0 million under its $600.0 million revolving credit facility.

Second Quarter Financial and Operational Results Conference Call

A conference call and webcast, during which management will discuss second quarter 2019 financial and operational results, is scheduled for July 30, 2019 at 11:00 a.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 www.cnxmidstream.com. Participants who would like to ask questions may join the conference by phone by dialing 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 also be available at www.cnxmidstream.com shortly after the conclusion of the conference call. A telephonic replay will be available through August 6, 2019 by dialing 877-344-7529 (international: 412-317-0088) and using the conference playback number 10133226.
_____________



     
     (1) Unless otherwise indicated, the
              reporting measures included in
              this news release reflect the
              unallocated total activity of the
              three development companies that
              have or had been jointly owned, as
              applicable, by the Partnership and
              CNX Gathering LLC ("CNX
              Gathering") since completion of
              the Partnership's initial public
              offering ("IPO") in September
              2014. In connection with the
              transaction with HG Energy, the
              Partnership distributed its 5%
              interest in the Growth System to
              CNX Gathering and has no remaining
              interests in the Growth Systems.
              The Partnership's current
              financial interests in the
              development companies are: 100% in
              the Anchor Systems and 5% in the
              Additional Systems. Because the
              Partnership owns a controlling
              interest in each of these two
              development companies, it fully
              consolidates their financial
              results. CNX Gathering, which is
              wholly owned by CNX Resources
              Corporation, owns a 95%
              noncontrolling interest in the
              Additional Systems of the
              Partnership.





     
     (2) Adjusted EBITDA, DCF, and cash
              distribution coverage are not
              measures or ratios 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.

* * * * *

CNX Midstream 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. 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.cnxmidstream.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 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 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 "will," "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. You should not place undue reliance on forward-looking statements. Forward-looking statements include, among others, statements regarding the payment of our quarterly distribution for the quarter ended March 31, 2019 and our anticipated 2019 financial performance. 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. You should not place undue reliance on forward-looking statements. Although forward-looking statements reflect our good faith beliefs at the time they are made, they involve known and unknown risks, uncertainties and other factors. 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: if either or both of our two largest customers, who account for substantially all of our revenue, change their business strategies, or take actions that otherwise significantly reduce the volumes of natural gas and condensate transported through our gathering systems, our revenue would decline and we could be materially and adversely affected; under our gathering agreements, our customers may transfer their leasehold, working and mineral fee interests in their dedicated acreage; we may not generate sufficient distributable cash flow to make the payment of the minimum quarterly distribution to our unitholders; because of the natural decline in production from existing wells, our success, in part, depends on our ability to maintain or increase natural gas and condensate throughput volumes on our midstream systems, which depends on the level of development and completion activity on acreage dedicated to us; many of our gathering agreements do not include minimum volume commitments; certain of our dedicated acreage is either not held by production by our customers or has not yet been earned by them; the highly competitive nature of our industry may adversely impact our ability to attract dedications of third-party volumes, which could limit our ability to grow and continue our dependence on our existing customers; increased competition from other companies that provide midstream services could have a negative impact on the demand for our services, which could adversely affect our financial results; we may not be able to make attractive offers to CNX on our ROFO acreage; our only assets are controlling ownership interests in our operating subsidiaries, so our cash flow will depend entirely on the performance of our operating subsidiaries and their ability to distribute cash to us; some of our gathering agreements with our customers provide for the release of dedicated acreage or fee credits in certain situations; we are responsible for any mine subsidence costs in the future; our midstream systems are exclusively located in the Appalachian Basin, making us vulnerable to risks associated with operating in a single geographic area; we may be unable to grow by acquiring the noncontrolling interests in, or assets of, our operating subsidiaries owned by CNX Gathering or CNX, which could limit our ability to increase our distributable cash flow; we may be unable to acquire additional properties from third parties in the future and any acquired properties may not provide the anticipated benefits; if third-party pipelines, whether upstream or downstream, or other midstream facilities interconnected to our gathering systems become partially or fully unavailable, our operating margin, cash flow and ability to make cash distributions to our unitholders could be adversely affected; to maintain and grow our business, we will be required to make substantial capital expenditures; if we are unable to obtain needed capital or financing on satisfactory terms, our ability to make cash distributions may be diminished or our financial leverage could increase; the amount of cash we have available for distribution to our unitholders depends primarily on our cash flow and not solely on our profitability, which may prevent us from making distributions, even during periods in which we record net income; our construction of new gathering, compression, dehydration, treating or other midstream assets may not result in revenue increases and may be subject to regulatory, environmental, political, legal and economic risks, which could adversely affect our cash flows, results of operations and financial condition and, as a result, our ability to distribute cash to our unitholders; the provisions and restrictions in our revolving credit facility and other debt agreements, and the risks associated therewith, could adversely affect our business, financial condition, results of operations and ability to make quarterly cash distributions to our unitholders; environmental regulations can increase costs and introduce uncertainty that could adversely impact our or our customers' operations; existing and future governmental laws, regulations and other legal requirements and judicial decisions that govern our business may increase our costs of doing business and may restrict our operations; we may incur significant costs and liabilities as a result of pipeline operations and related increases in the regulation of gas gathering pipelines; climate change laws and regulations restricting emissions of greenhouse gases at the federal or state level could result in increased operating costs and reduced demand for the natural gas that we gather, while potential physical effects of climate change could disrupt our production and cause us to incur significant costs in preparing for or responding to those effects; our business involves many hazards and operational risks, some of which may not be fully covered by insurance, and the occurrence of a significant accident or other event that is not fully insured could curtail our operations and have a material adverse effect on our ability to distribute cash and, accordingly, the market price for our common units; cyber-incidents could have a material adverse effect on our business, financial condition or results of operations; we may not own in fee the land on which our pipelines and facilities are located, which could result in disruptions to our operations; a shortage of equipment and skilled labor in the Appalachian Basin could reduce equipment availability and labor productivity and increase labor and equipment costs, which could have a material adverse effect on our business and results of operations; we do not have any officers or employees and rely on officers of our general partner and employees of CNX; our success depends on key members of our general partner's senior management team and our ability to attract and retain experienced technical and other professional personnel; increases in interest rates could adversely impact our business, common unit price, our ability to issue equity or incur debt for acquisitions, capital expenditures or other purposes and our ability to make cash distributions at our intended levels; terrorist activities could materially and adversely affect our business and results of operations; negative public perception regarding our industry could have an adverse effect on our operations; our general partner and its affiliates, including CNX, have conflicts of interest with us and limited fiduciary duties to us and our unitholders, and they may favor their own interests to our detriment and that of our unitholders; we have no control over the business decisions and operations of CNX, and CNX is under no obligation to adopt a business strategy that favors us; our general partner's discretion in establishing cash reserves may reduce the amount of cash we have available to distribute to unitholders; affiliates of our general partner, including CNX and CNX Gathering, may compete with us, and neither our general partner nor its affiliates have any obligation to present business opportunities to us except with respect to rights of first offer contained in our omnibus agreement; our tax treatment depends on our status as a partnership for federal income tax purposes; as a result of investing in our common units, you may become subject to state and local taxes and return filing requirements in jurisdictions where we operate or own or acquire properties.

Although forward-looking statements reflect our good faith beliefs at the time they are made, they involve known and unknown risks, uncertainties and other factors. For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, including, among others, that our business plans may change as circumstances warrant, please refer to the "Risk Factors" and "Forward-Looking Statements" sections of our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Commission on February 7, 2019 and subsequent 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.


                                                                                     
              
                CNX MIDSTREAM PARTNERS LP


                                                                               
              
                CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                            
              
                (Dollars in thousands, except per unit data)


                                                                                            
              
                (unaudited)




                                                                      Three Months Ended                                            Six Months Ended
                                                              June 30,                                                   June 30,


                                                    2019                              2018                      2019                              2018

                                                                                                                                                ---


     
                Revenue


      Gathering revenue -
       related party                                       $
              59,205                                         $
              37,576               $
        112,981  $
       75,306


      Gathering revenue -
       third party                                18,896                                        23,438                                         37,339          49,577


                   Total Revenue                  78,101                                        61,014                                        150,320         124,883




     
                Expenses


      Operating expense -
       related party                               6,514                                         5,079                                         12,062           9,514


      Operating expense -
       third party                                 6,188                                         7,406                                         12,162          15,874


      General and
       administrative expense
       -related party                              4,027                                         3,620                                          7,994           7,232


      General and
       administrative expense
       -third party                                1,364                                         2,319                                          2,900           4,868


      (Gain) Loss on asset
       sales and abandonments                          -                                        (254)                                         7,229           2,501


      Depreciation expense                         5,860                                         5,443                                         11,510          11,299


      Interest expense                             7,685                                         7,119                                         15,024           9,608



                   Total Expense                  31,638                                        30,732                                         68,881          60,896



                   Net Income                     46,463                                        30,282                                         81,439          63,987


      Less: Net (loss) income
       attributable to
       noncontrolling
       interest                                    (282)                                          277                                          (413)          6,135



                   Net Income Attributable
                    to General and Limited
                    Partner Ownership
                    Interest in CNX
                    Midstream Partners LP                  $
              46,745                                         $
              30,005                $
        81,852  $
       57,852





                   Calculation of Limited Partner Interest
                    in Net Income:


      Net Income Attributable
       to General and Limited
       Partner Ownership
       Interest in CNX
       Midstream Partners LP                               $
              46,745                                         $
              30,005                $
        81,852  $
       57,852


      Less: General partner
       interest in net
       income, including
       incentive distribution
       rights                                      6,325                                         2,903                                         11,604           5,055



      Limited partner
       interest in net income                              $
              40,420                                         $
              27,102                $
        70,248  $
       52,797





                   Earnings per limited partner unit:



     Basic                                                  $
              0.63                                           $
              0.43                  $
        1.10    $
       0.83



     Diluted                                                $
              0.63                                           $
              0.43                  $
        1.10    $
       0.83




                   Weighted average number of limited
                    partner units outstanding:



     Basic                                       63,732                                        63,638                                         63,715          63,630



     Diluted                                     63,755                                        63,677                                         63,759          63,670




      Cash distributions
       declared per unit (*)                               $
              0.3865                                         $
              0.3361                $
        0.7597  $
       0.6606



     (*)   Represents the cash distributions declared during the month following the end of each respective quarterly period.


                                                 
              
                CNX MIDSTREAM PARTNERS LP


                                                
              
                CONSOLIDATED BALANCE SHEETS


                                      
              
                (Dollars in thousands, except number of units)


                                                        
              
                (unaudited)




                                                                              June 30,                                 December 31,
                                                                                  2019                          2018

                                                                                                                ---


     
                ASSETS



     Current Assets:



     Cash                                                                                  $
              11,677                    $
       3,966


      Receivables -related party                                                19,028                          17,073


      Receivables -third party                                                   6,681                           7,028



     Other current assets                                                       1,648                           2,383


                   Total Current Assets                                         39,034                          30,450



     Property and Equipment:


      Property and equipment                                                 1,171,084                         974,394


      Less -accumulated depreciation                                            94,107                          82,619



                   Property and Equipment -Net                               1,076,977                         891,775



     Other Assets:


      Operating lease right of use
       asset                                                                     7,875



     Other assets                                                               3,731                           3,203



                   Total Other Assets                                           11,606                           3,203




                   TOTAL ASSETS                                                          $
              1,127,617                  $
       925,428






     
                LIABILITIES AND EQUITY



     Current Liabilities:


      Trade accounts payable                                                                $
              33,299                    $
       9,401


      Accrued interest payable                                                   7,901                           7,761



     Accrued liabilities                                                       55,095                          26,757



     Due to related party                                                       3,425                           4,980



                   Total Current Liabilities                                    99,720                          48,899



     Other Liabilities:


      Revolving credit facility                                                208,000                          84,000



     Long-term debt                                                           393,688                         393,215


      Long-term operating lease
       liabilities                                                               1,171



                   Total Other Liabilities                                     602,859                         477,215




                   Total Liabilities                                           702,579                         526,114




                   Partners' Capital and Noncontrolling Interest:


      Limited partner units
       (63,735,464 issued and
       outstanding at June 30, 2019
       and 63,639,676 issued and
       outstanding at December 31,
       2018)                                                                   344,530                         320,543


      General partner interest                                                  13,050                          10,900



      Partners' capital attributable
       to CNX Midstream Partners LP                                            357,580                         331,443


      Noncontrolling interest                                                   67,458                          67,871



                   Total Partners' Capital and
                    Noncontrolling Interest                                    425,038                         399,314



                   TOTAL LIABILITIES AND PARTNERS'
                    CAPITAL                                                              $
              1,127,617                  $
       925,428


                                                                                       
             
                CNX MIDSTREAM PARTNERS LP


                                                                                 
              
               CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                        
             
                (Dollars in thousands)


                                                                                              
             
                (unaudited)




                                                                            Three Months Ended                                      Six Months Ended
                                                                    June 30,                                             June 30,


                                                            2019                            2018                     2019                              2018

                                                                                                                                                     ---

                   Cash Flows from Operating Activities:



     Net income                                                 $
              46,463                                        $
              30,282               $
          81,439  $
        63,987


      Adjustments to reconcile net income to net cash
       provided by operating activities:


      Depreciation expense and
       amortization of debt issuance
       costs                                               6,328                                      5,833                                         12,449           11,872


      Unit-based compensation                                541                                        690                                          1,153            1,269


      (Gain) loss on asset sales and
       abandonments                                            -                                     (254)                                         7,229            2,501



     Other                                                   30                                        270                                             41              387



     Changes in assets and liabilities:


      Due to/from affiliate                              (1,346)                                       878                                        (3,269)           1,888


      Receivables -third party                             (101)                                     2,099                                            347              705


      Other current and non-current
       assets                                              1,932                                        758                                        (7,039)             108


      Accounts payable and other
       accrued liabilities                                20,906                                     13,118                                         32,316           12,824



                   Net Cash Provided by Operating
                    Activities                            74,753                                     53,674                                        124,666           95,541





                   Cash Flows from Investing Activities:



     Capital expenditures                             (104,310)                                  (25,615)                                     (182,867)         (41,587)


      Proceeds from sale of assets                             -                                       646                                                          6,462



                   Net Cash Used in Investing
                    Activities                         (104,310)                                  (24,969)                                     (182,867)         (35,125)





                   Cash Flows from Financing Activities:


      Contributions from
       (distributions to) general
       partner and noncontrolling
       interest holders, net                                   -                                     2,004                                             30          (3,505)


      Vested units withheld for
       unitholders taxes                                    (26)                                                                                   (690)           (347)


      Quarterly distributions to
       unitholders                                      (28,940)                                  (22,700)                                      (56,208)        (44,189)


      Net payments on unsecured
       $250.0 million credit facility                          -                                                                                               (149,500)


      Net borrowings on secured
       $600.0 million credit facility                     71,350                                    (9,000)                                       124,000           11,000


      Proceeds from issuance of long-
       term debt, net of discount                              -                                                                                                 394,000



     Debt issuance costs                                (1,220)                                     (268)                                       (1,220)         (5,362)


      Acquisition of Shirley-Penns
       System                                                  -                                                                                               (265,000)



                   Net Cash Provided by (Used in)
                    Financing Activities                  41,164                                   (29,964)                                        65,912         (62,903)





                   Net Increase (Decrease) in Cash        11,607                                    (1,259)                                         7,711          (2,487)


                   Cash at Beginning of Period                70                                      1,966                                          3,966            3,194



                   Cash at End of Period                         $
              11,677                                           $
              707               $
          11,677     $
        707

CNX MIDSTREAM PARTNERS LP
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA AND DISTRIBUTABLE CASH FLOW
(Dollars in thousands)

Definition of 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 gains or losses on asset sales and abandonments and other 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:

    --  our operating performance as compared to those of other companies in the
        midstream energy industry, without regard to financing methods,
        historical cost basis or capital structure;
    --  the ability of our assets to generate sufficient cash flow to make
        distributions to our partners;
    --  our ability to incur and service debt and fund capital expenditures; and
    --  the viability of acquisitions and other capital expenditure projects and
        the returns on investment of various investment opportunities.

We 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 alternatives to net income, net cash provided by 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, cash interest expense and maintenance capital expenditures, each net to the Partnership. 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:

    --  the ability of our assets to generate cash sufficient to support our
        indebtedness and make future cash distributions to our unitholders; and
    --  the attractiveness of capital projects and acquisitions and the overall
        rates of return on alternative investment opportunities.

We believe that the presentation of distributable cash flow in this release provides information that is 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 that other companies may use.

The following table presents a reconciliation of the non-GAAP measures of 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
                                                          June 30,                                       June 30,


                   (unaudited)                    2019                            2018           2019                             2018



                   Net Income                          $
              46,463                             $
              30,282                $
         81,439  $
     63,987


      Depreciation expense                       5,860                                     5,443                               11,510           11,299


      Interest expense                           7,685                                     7,119                               15,024            9,608



                   EBITDA                       60,008                                    42,844                              107,973           84,894


      Non-cash unit-based
       compensation expense                        541                                       690                                1,153            1,269


      (Gain) loss on asset sales
       and abandonments                                                                   (254)                               7,229            2,501



                   Adjusted EBITDA              60,549                                    43,280                              116,355           88,664



     Less:


      Net (loss) income
       attributable to
       noncontrolling interest                   (282)                                      277                                (413)           6,135


      Depreciation expense
       attributable to
       noncontrolling interest                     395                                       674                                  789            2,339


      Other expenses
       attributable to
       noncontrolling interest                   1,098                                     1,224                                2,218            1,660


      (Gain) loss on asset sales
       attributable to
       noncontrolling interest                                                            (242)                                               2,375



                   Adjusted EBITDA
                    Attributable to General
                    and Limited Partner
                    Ownership Interest in CNX
                    Midstream Partners LP              $
              59,338                             $
              41,347               $
         113,761  $
     76,155



      Less:  cash interest
       expense, net to the
       Partnership                               7,282                                     5,573                               13,886            7,588


      Less:  maintenance capital
       expenditures, net to the
       Partnership                               5,168                                     4,125                               10,003            7,708



                   Distributable Cash Flow             $
              46,888                             $
              31,649                $
         89,872  $
     60,859





                   Net Cash Provided by
                    Operating Activities               $
              74,753                             $
              53,674               $
         124,666  $
     95,541


      Interest expense                           7,685                                     7,119                               15,024            9,608


      (Gain) loss on asset sales
       and abandonments                                                                   (254)                               7,229            2,501


      Other, including changes
       in working capital                     (21,889)                                 (17,259)                            (30,564)        (18,986)


                   Adjusted EBITDA              60,549                                    43,280                              116,355           88,664



     Less:


      Net (loss) income
       attributable to
       noncontrolling interest                   (282)                                      277                                (413)           6,135


      Depreciation expense
       attributable to
       noncontrolling interest                     395                                       674                                  789            2,339


      Other expenses
       attributable to
       noncontrolling interest                   1,098                                     1,224                                2,218            1,660


      (Gain) loss on asset sales
       attributable to
       noncontrolling interest                                                            (242)                                               2,375



                   Adjusted EBITDA
                    Attributable to General
                    and Limited Partner
                    Ownership Interest in CNX
                    Midstream Partners LP              $
              59,338                             $
              41,347               $
         113,761  $
     76,155



      Less:  cash interest
       expense, net to the
       Partnership                               7,282                                     5,573                               13,886            7,588


      Less:  maintenance capital
       expenditures, net to the
       Partnership                               5,168                                     4,125                               10,003            7,708


                   Distributable Cash Flow             $
              46,888                             $
              31,649                $
         89,872  $
     60,859

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 2018           Q4 2018            Q1 2019           Q2 2019     Twelve Months
                                                                                                                 Ended June 30,
                                                                                                                      2019



                   Net Income                         $
     33,575                            $
     41,433                            $
        34,976                $
     46,463 $
     156,447


      Depreciation expense                      5,306                      5,334                         5,650                          5,860        22,150


      Interest expense                          7,255                      6,751                         7,339                          7,685        29,030



                   EBITDA                      46,136                     53,518                        47,965                         60,008       207,627


      Non-cash unit-based
       compensation expense                       506                        636                           612                            541         2,295


      Loss on asset sales and
       abandonments                                                                                    7,229                                       7,229



                   Adjusted EBITDA             46,642                     54,154                        55,806                         60,549       217,151



     Less:


      Net loss attributable to
       noncontrolling interest                   (64)                   (1,118)                        (131)                         (282)      (1,595)


      Depreciation expense
       attributable to
       noncontrolling interest                    396                        393                           394                            395         1,578


      Other expenses
       attributable to
       noncontrolling interest                  1,280                      1,389                         1,120                          1,098         4,887


                   Adjusted EBITDA
                    Attributable to General
                    and Limited Partner
                    Ownership Interest in CNX
                    Midstream Partners LP             $
     45,030                            $
     53,490                            $
        54,423                $
     59,338 $
     212,281



      Less:  cash interest
       expense, net to the
       Partnership                              5,593                      6,040                         6,604                          7,282        25,519


      Less:  maintenance capital
       expenditures, net to the
       Partnership                              4,449                      4,735                         4,835                          5,168        19,187



                   Distributable Cash Flow            $
     34,988                            $
     42,715                            $
        42,984                $
     46,888 $
     167,575





                   Net Cash Provided by
                    Operating Activities              $
     35,666                            $
     48,908                            $
        49,913                $
     74,753 $
     209,240


      Interest expense                          7,255                      6,751                         7,339                          7,685        29,030


      Loss on asset sales and
       abandonments                                                                                    7,229                                       7,229


      Other, including changes
       in working capital                       3,721                    (1,505)                      (8,675)                      (21,889)     (28,348)



                   Adjusted EBITDA             46,642                     54,154                        55,806                         60,549       217,151



     Less:


      Net loss attributable to
       noncontrolling interest                   (64)                   (1,118)                        (131)                         (282)      (1,595)


      Depreciation expense
       attributable to
       noncontrolling interest                    396                        393                           394                            395         1,578


      Other expenses
       attributable to
       noncontrolling interest                  1,280                      1,389                         1,120                          1,098         4,887



                   Adjusted EBITDA
                    Attributable to General
                    and Limited Partner
                    Ownership Interest in CNX
                    Midstream Partners LP             $
     45,030                            $
     53,490                            $
        54,423                $
     59,338 $
     212,281



      Less:  cash interest
       expense, net to the
       Partnership                              5,593                      6,040                         6,604                          7,282        25,519


      Less:  maintenance capital
       expenditures, net to the
       Partnership                              4,449                      4,735                         4,835                          5,168        19,187



                   Distributable Cash Flow            $
     34,988                            $
     42,715                            $
        42,984                $
     46,888 $
     167,575



      Distributions Declared                          $
     25,678                            $
     27,268                            $
        28,940                $
     30,637 $
     112,523



                   Distribution Coverage
                    Ratio -Declared              1.36    x                  1.57 x                        1.49 x                         1.53 x        1.49     x




      Distributable Cash Flow                         $
     34,988                            $
     42,715                            $
        42,984                $
     46,888 $
     167,575



      Distributions Paid                              $
     24,176                            $
     25,678                            $
        27,268                $
     28,940 $
     106,062



                   Distribution Coverage
                    Ratio -Paid                  1.45    x                  1.66 x                        1.58 x                         1.62 x        1.58     x

The following table presents a reconciliation of the non-GAAP measures of the Partnership's projected Adjusted EBITDA and projected distributable cash flow with the most directly comparable GAAP financial measure, which is projected net income. The following projections represent the approximate midpoint of the announced full year 2019 and 2020 expected guidance ranges of Adjusted EBITDA (2019: $200-$220 million; 2020: $250-$270 million) and full year distributable cash flow (2019: $150-$170 million; 2020: $185-$205 million) attributable to the Partnership. CNX 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.


                   (unaudited)      Forecast         Forecast
                    (Dollars in        2019              2020
                    millions)        Estimate         Estimate



                   Net Income                 $
     151               $
     194


      Depreciation
       expense                             26                   29


      Interest expense                     35                   43



                   EBITDA                 212                  266


      Non-cash unit-
       based
       compensation
       expense                              3                    3



                   Adjusted EBITDA        215                  269



     Less:


      Net income
       attributable to
       noncontrolling
       interest                             3                    7


      Depreciation and
       other expenses
       attributable to
       noncontrolling
       interest                             2                    2


                   Adjusted EBITDA
                    Attributable to
                    General and
                    Limited Partner
                    Ownership
                    Interest in CNX
                    Midstream
                    Partners LP               $
     210               $
     260



      Less:  cash
       interest
       expense, net to
       the Partnership                     33                   40


      Less:
       maintenance
       capital
       expenditures,
       net to the
       Partnership                         17                   25



                   Distributable
                    Cash Flow                 $
     160               $
     195

The Partnership is unable to project net cash provided by operating activities or provide the related reconciliation of projected net cash provided by operating activities to projected distributable cash flow, the most comparable financial measure calculated in accordance with GAAP, because net cash provided by operating activities includes the impact of changes in operating assets and liabilities. Changes in operating assets and liabilities relate to the timing of the Partnership's cash receipts and disbursements that may not relate to the period in which the operating activities occurred, and the Partnership is unable to project these timing differences with any reasonable degree of accuracy.


                                      
            
          Development Companies Jointly Owned by CNX Gathering LLC and CNX Midstream Partners LP


                                        
             
           Operating Income Summary, Selected Operating Statistics and Capital Investment


                                                              
              
                (Dollars in thousands)


                                                                   
              
                (unaudited)




                                                       
              
                Three Months Ended June 30, 2019


                                                             
              
                 Development Company


                                         Anchor                                           Additional                                        Total

                                                                                                                                              ---


     Income Summary



     Revenue                                     $
         76,298                                                                                   $
        1,803         $
       78,101



     Expenses                           29,538                                                             2,100                                             31,638



                   Net Income (Loss)              $
         46,760                                                                                   $
        (297)        $
       46,463




      Operating Statistics -Gathered
       Volumes


      Dry gas (BBtu/d)                      879                                                                 3                                                882


      Wet gas (BBtu/d)                      670                                                                61                                                731


      Other (BBtu/d)*                       178                                                                                                                 178



                   Total Gathered
                    Volumes               1,727                                                                64                                              1,791






     Capital Investment


      Maintenance capital                          $
         5,155                                                                                     $
        251          $
       5,406


      Expansion capital                  98,167                                                               737                                             98,904



                   Total Capital
                    Investment                   $
         103,322                                                                                     $
        988        $
       104,310





      Capital Investment Net to CNX
       Midstream Partners LP


      Maintenance capital                          $
         5,155                                                                                      $
        13          $
       5,168


      Expansion capital                  98,167                                                                37                                             98,204



                   Total Capital
                    Investment Net to
                    CNX Midstream
                    Partners LP                  $
         103,322                                                                                      $
        50        $
       103,372



               *Includes condensate handling
                and third-party volumes we
                gather under high-pressure
                short-haul agreements.

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SOURCE CNX Midstream Partners LP