Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35666 | |
Entity Registrant Name | Summit Midstream Partners, LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-5200503 | |
Entity Address, Address Line One | 910 Louisiana Street | |
Entity Address, Address Line Two | Suite 4200 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77002 | |
City Area Code | 832 | |
Local Phone Number | 413-4770 | |
Title of 12(b) Security | Common Units | |
Trading Symbol | SMLP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,165,987 | |
Entity Central Index Key | 0001549922 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 8,559 | $ 7,349 |
Restricted cash | 3,921 | 12,223 |
Accounts receivable | 59,209 | 62,121 |
Other current assets | 4,771 | 5,676 |
Total current assets | 76,460 | 87,369 |
Property, plant and equipment, net | 1,706,146 | 1,726,082 |
Intangible assets, net | 167,649 | 172,927 |
Investment in equity method investees | 525,387 | 523,196 |
Other noncurrent assets | 19,138 | 12,888 |
TOTAL ASSETS | 2,494,780 | 2,522,462 |
LIABILITIES AND CAPITAL | ||
Trade accounts payable | 13,546 | 10,498 |
Accrued expenses | 15,859 | 14,462 |
Deferred revenue | 9,999 | 10,374 |
Ad valorem taxes payable | 2,847 | 8,570 |
Accrued compensation and employee benefits | 6,040 | 11,019 |
Accrued interest | 31,359 | 12,737 |
Accrued environmental remediation | 2,340 | 3,068 |
Current portion of long-term debt | 6,072 | 0 |
Other current liabilities | 6,559 | 8,509 |
Total current liabilities | 94,621 | 79,237 |
Long-term debt | 1,315,495 | 1,355,072 |
Noncurrent deferred revenue | 41,575 | 42,570 |
Noncurrent accrued environmental remediation | 2,362 | 2,538 |
Other noncurrent liabilities | 31,568 | 32,357 |
Total liabilities | 1,485,621 | 1,511,774 |
Commitments and contingencies (Note 13) | ||
Mezzanine Capital | ||
Subsidiary Series A Preferred Units (93,039 and 91,439 units issued and outstanding at March 31, 2022 and December 31, 2021, respectively) | 112,038 | 106,325 |
Partners' Capital | ||
Series A Preferred Units (65,508 and 143,447 units issued and outstanding at March 31, 2022 and December 31, 2021, respectively) | 79,402 | 169,769 |
Common limited partner capital (10,165,980 and 7,169,834 units issued and outstanding at March 31, 2022 and December 31, 2021, respectively) | 817,719 | 734,594 |
Total partners' capital | 897,121 | 904,363 |
TOTAL LIABILITIES AND CAPITAL | $ 2,494,780 | $ 2,522,462 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Partners' Capital | ||
Common limited partner capital (in shares), issued | 10,165,980 | 7,169,834 |
Common limited partner capital (in shares), outstanding | 10,165,980 | 7,169,834 |
Subsidiary Series A Preferred Units | ||
Subsidiary Series A preferred unitholders, issued (in shares) | 93,039,000 | 91,439,000 |
Preferred units, outstanding (in shares) | 93,039,000 | 91,439,000 |
Series A Preferred Units | ||
Subsidiary Series A preferred unitholders, issued (in shares) | 65,508 | 143,447 |
Preferred units, outstanding (in shares) | 65,508 | 143,447 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total revenues | $ 96,126 | $ 99,318 |
Costs and expenses: | ||
Type of Cost, Good or Service [Extensible List] | Natural Gas Liquids [Member] | |
Cost of natural gas and NGLs | $ 22,251 | 20,476 |
Operation and maintenance | 17,062 | 16,593 |
General and administrative | 12,960 | 10,344 |
Depreciation and amortization | 30,445 | 28,511 |
Transaction costs | 246 | 0 |
(Gain) loss on asset sales, net | 3 | (136) |
Long-lived asset impairments | 14 | 1,492 |
Total costs and expenses | 82,981 | 77,280 |
Other income, net | 0 | 55 |
Gain (loss) on interest rate swaps | 7,028 | (6) |
Loss on ECP Warrants | 0 | (1,475) |
Interest expense | (24,163) | (13,953) |
Income (loss) before income taxes and equity method investment income | (3,990) | 6,659 |
Income tax (expense) benefit | (50) | 14 |
Income from equity method investees | 4,035 | 2,315 |
Net income (loss) | (5) | 8,988 |
Add: Deemed capital contribution from Preferred Exchange Offer | 20,974 | 0 |
Net income attributable to Summit Midstream Partners, LP | $ (5,718) | $ 5,056 |
Net income per limited partner unit: | ||
Common unit - basic (in dollars per share) | $ 1.35 | $ 0.13 |
Common unit - diluted (in dollars per share) | $ 1.32 | $ 0.12 |
Series A Preferred Units | ||
Costs and expenses: | ||
Net income (loss) attributable to limited partners | $ (2,220) | $ (4,287) |
Series A Preferred Units | Subsidiary | ||
Costs and expenses: | ||
Net income (loss) attributable to limited partners | (5,713) | (3,932) |
Common Units | ||
Costs and expenses: | ||
Net income (loss) attributable to limited partners | $ 13,036 | $ 769 |
Weighted-average limited partner units outstanding: | ||
Common units - basic (in shares) | 9,670 | 6,125 |
Common units - diluted (in shares) | 9,892 | 6,260 |
Gathering services and related fees | ||
Revenues: | ||
Total revenues | $ 64,020 | $ 70,348 |
Natural gas, NGLs and condensate sales | ||
Revenues: | ||
Total revenues | 22,458 | 20,763 |
Other revenues | ||
Revenues: | ||
Total revenues | $ 9,648 | $ 8,207 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Partners' Capital | Partners' CapitalSeries A Preferred Stock |
Beginning balance at Dec. 31, 2020 | $ 922,891 | $ 748,466 | $ 174,425 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | 5,056 | 769 | 4,287 |
Unit-based compensation | 1,967 | 1,967 | |
Tax withholdings on Series A Preferred Unit Exchange | (1,274) | (1,274) | |
Ending balance at Mar. 31, 2021 | 928,640 | 749,928 | 178,712 |
Beginning balance at Dec. 31, 2021 | 904,363 | 734,594 | 169,769 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | (5,718) | (7,938) | 2,220 |
Unit-based compensation | 1,690 | 1,690 | |
Tax withholdings and associated payments on vested SMLP LTIP awards | (562) | (562) | |
Tax withholdings on Series A Preferred Unit Exchange | (2,652) | (2,652) | |
Effect of 2021 Preferred Exchange Offer | 0 | 92,587 | (92,587) |
Ending balance at Mar. 31, 2022 | $ 897,121 | $ 817,719 | $ 79,402 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Statement of Partners' Capital [Abstract] | |
Deemed contribution to common unit holders | $ 20.9 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (5) | $ 8,988 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 30,679 | 28,746 |
Noncash lease expense | 279 | 289 |
Amortization of debt issuance costs | 2,234 | 1,717 |
Unit-based and noncash compensation | 1,690 | 1,967 |
Income from equity method investees | (4,035) | (2,315) |
Distributions from equity method investees | 10,224 | 6,268 |
(Gain) loss on asset sales, net | 3 | (136) |
Loss on ECP Warrants and other | 0 | 1,475 |
Gain (loss) on interest rate swaps, unsettled | (7,504) | 6 |
Long-lived asset impairments | 14 | 1,492 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,912 | 7,592 |
Trade accounts payable | 4,467 | 4,544 |
Accrued expenses | 1,379 | (1,546) |
Deferred revenue, net | (1,369) | (576) |
Ad valorem taxes payable | (5,723) | (1,497) |
Accrued interest | 18,622 | 504 |
Accrued environmental remediation, net | (904) | 324 |
Other, net | (6,917) | (6,412) |
Net cash provided by operating activities | 46,046 | 51,430 |
Cash flows from investing activities: | ||
Capital expenditures | (8,703) | (2,610) |
Proceeds from asset sale | 1,850 | 8,000 |
Investment in Double E equity method investee | (8,444) | (5,619) |
Net cash used in investing activities | (15,297) | (229) |
Cash flows from financing activities: | ||
Repayments on Revolving Credit Facility | 0 | (55,000) |
Borrowings under Credit Facilities | 0 | 17,500 |
Repayments on Permian Transmission Term Loan | (1,095) | 0 |
Repayments on ABL Facility | (34,000) | 0 |
Debt issuance costs | 0 | (4,909) |
Proceeds from asset sale | 0 | 143 |
Other, net | (2,746) | (179) |
Net cash used in financing activities | (37,841) | (42,445) |
Net change in cash, cash equivalents and restricted cash | (7,092) | 8,756 |
Cash, cash equivalents and restricted cash, beginning of period | 19,572 | 15,544 |
Cash, cash equivalents and restricted cash, end of period | $ 12,480 | $ 24,300 |
ORGANIZATION, BUSINESS OPERATIO
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 1. ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION Organization. Summit Midstream Partners, LP (including its subsidiaries, collectively “SMLP” or the “Partnership”) is a Delaware limited partnership that was formed in May 2012 and began operations in October 2012. SMLP is a value-oriented limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins, primarily shale formations, in the continental United States. The Partnership’s business activities are primarily conducted through various operating subsidiaries, each of which is owned or controlled by its wholly owned subsidiary holding company, Summit Holdings, a Delaware limited liability company. Business Operations. The Partnership provides natural gas gathering, compression, treating and processing services as well as crude oil and produced water gathering services pursuant to primarily long-term, fee-based agreements with its customers. The Partnership’s results are primarily driven by the volumes of natural gas that it gathers, compresses, treats and/or processes as well as by the volumes of crude oil and produced water that it gathers. Other than the Partnership’s investments in Double E and Ohio Gathering, all of its business activities are conducted through wholly owned operating subsidiaries. Presentation and Consolidation. The Partnership prepares its condensed consolidated financial statements in accordance with GAAP as established by the FASB and pursuant to the rules and regulations of the SEC pertaining to interim financial information. The unaudited condensed consolidated financial statements contained in this report include all normal and recurring material adjustments that, in the opinion of management, are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented herein. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and related notes that are included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021. The Partnership makes estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates, including fair value measurements, the reported amounts of revenues and expenses and the disclosure of commitments and contingencies. Although management believes these estimates are reasonable, actual results could differ from its estimates. The unaudited condensed consolidated financial statements contained in this report include the assets, liabilities and results of operations of SMLP and its subsidiaries. All intercompany transactions among the consolidated entities have been eliminated in consolidation. Comprehensive income or loss is the same as net income or loss for all periods presented. Risks and Uncertainties. The Partnership continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business, including how it has impacted and will impact its customers, employees, supply chain and distribution network. The Partnership is unable to predict the ultimate impact that COVID-19 may have on its business, future results of operations, financial position or cash flows. Given the dynamic nature of the COVID-19 pandemic and related market conditions, the Partnership cannot reasonably estimate the period of time that these events will persist or the full extent of the impact they will have on its business. The full extent to which the Partnership’s operations continue to be impacted by the COVID-19 pandemic will depend largely on future developments, which remain highly uncertain and cannot be accurately predicted. While many of the restrictions and measures initially implemented during 2020 have since been softened or lifted in varying degrees in different locations around the world, and the manufacture and distribution of COVID-19 vaccines during 2021 helped to initiate a recovery from the pandemic, the uncertainty regarding new potential variants of COVID-19 and the success of any vaccines in respect thereof, may in the future cause a reduction in global economic activity or prompt the re-imposition of certain restrictions and measures. In addition, even if not required by governmental authorities, increases in COVID-19 cases, such as if a new variant emerges, may result in significantly reduced economic activity, particularly in affected areas, which could result in a sharp reduction in the demand for oil and a decline in oil prices as occurred during 2020. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP There have been no changes to the Partnership’s significant accounting policies since December 31, 2021. New accounting standards not yet implemented. ASU No. 2020-6 Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815–40) (“ASU 2020-6”). ASU 2020-6 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Partnership is currently evaluating the provisions of ASU 2020-6 to determine its impact on the Partnership’s consolidated financial statements and disclosures. ASU No. 2020-4 Reference Rate Reform (“ASU 2020-4”). ASU 2020-4 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform on financial reporting. The amendments in ASU 2020-4 are effective as of March 12, 2020 through December 31, 2022. The Partnership does not expect the provisions of ASU 2020-4 will have a material impact on its consolidated financial statements and disclosures. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 3. REVENUE The following table presents estimated revenue expected to be recognized during the remainder of 2022 and over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated minimum volume commitments. 2022 2023 2024 2025 2026 Thereafter Gathering services and related fees $ 61,535 $ 63,214 $ 52,412 $ 35,805 $ 21,024 $ — Revenue by Category. In the following tables, revenue is disaggregated by geographic area and major products and services. For more detailed information about reportable segments, see Note 14 – Segment Information. Three Months Ended March 31, 2022 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 14,636 $ — $ — $ 14,636 Rockies 17,789 13,659 5,157 36,605 Permian 1,847 6,867 1,019 9,733 Piceance 20,071 1,895 1,275 23,241 Barnett 9,677 — 2,063 11,740 Total reportable segments 64,020 22,421 9,514 95,955 Corporate and other — 37 134 171 Total $ 64,020 $ 22,458 $ 9,648 $ 96,126 Three Months Ended March 31, 2021 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 14,773 $ — $ — $ 14,773 Rockies 18,896 12,337 5,210 36,443 Permian 2,199 6,518 759 9,476 Piceance 24,784 1,853 1,177 27,814 Barnett 9,696 55 1,061 10,812 Total reportable segments 70,348 20,763 8,207 99,318 Corporate and other — — — — Total $ 70,348 $ 20,763 $ 8,207 $ 99,318 Contract balances. Contract assets relate to the Partnership’s rights to consideration for work completed but not billed at the reporting date and consist of the estimated MVC shortfall payments expected from its customers and unbilled activity associated with contributions in aid of construction. Contract assets are transferred to trade receivables when the rights become unconditional. The following table provides information about contract assets from contracts with customers: Total (In thousands) Contract assets, beginning balance December 31, 2021 $ 10,327 Additions 2,247 Transfers out (8,580) Contract assets, ending balance March 31, 2022 $ 3,994 As of March 31, 2022, receivables with customers totaled $53.6 million and contract assets totaled $4.0 million and are included in the accounts receivable caption on the unaudited condensed consolidated balance sheets. As of December 31, 2021, receivables with customers totaled $50.5 million and contract assets totaled $10.3 million and are included in the accounts receivable caption on the unaudited condensed consolidated balance sheets. Contract liabilities (deferred revenue) relate to the advance consideration received from customers primarily for contributions in aid of construction. The Partnership recognizes contract liabilities under these arrangements in revenue over the contract period. See Note 6 – Deferred Revenue for additional details. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 4. PROPERTY, PLANT AND EQUIPMENT Details on the Partnership’s property, plant and equipment follow. March 31, 2022 December 31, 2021 (In thousands) Gathering and processing systems and related equipment $ 2,231,472 $ 2,225,267 Construction in progress 46,166 49,082 Land and line fill 10,748 10,644 Other 52,581 51,863 Total 2,340,967 2,336,856 Less: accumulated depreciation (634,821) (610,774) Property, plant and equipment, net $ 1,706,146 $ 1,726,082 Depreciation expense and capitalized interest for the Partnership follow. Three Months Ended March 31, 2022 2021 (In thousands) Depreciation expense $ 24,048 $ 21,466 Capitalized interest 333 1,060 |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | 5. EQUITY METHOD INVESTMENTS The Partnership has equity method investments in Double E and Ohio Gathering, the balances of which are included in the Investment in equity method investees caption on the unaudited condensed consolidated balance sheets. Details of the Partnership’s equity method investments follow. March 31, 2022 December 31, 2021 (In thousands) Double E $ 287,117 $ 280,952 Ohio Gathering 238,270 242,244 Total $ 525,387 $ 523,196 |
DEFERRED REVENUE
DEFERRED REVENUE | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE | 6. DEFERRED REVENUE Certain of the Partnership’s gathering and/or processing agreements provide for monthly or annual MVCs. The amount of the shortfall payment is based on the difference between the actual throughput volume shipped and/or processed for the applicable period and the MVC for the applicable period, multiplied by the applicable gathering or processing fee. Many of the Partnership’s gas gathering agreements contain provisions that can reduce or delay the cash flows that it expects to receive from MVCs to the extent that a customer's actual throughput volumes are above or below its MVC for the applicable contracted measurement period. The balances in deferred revenue as of March 31, 2022 and December 31, 2021, are primarily related to contributions in aid of construction which will be recognized as revenue over the life of the contract. A rollforward of current deferred revenue follows. Total (In thousands) Current deferred revenue, January 1, 2022 $ 10,374 Add: additions 1,345 Less: revenue recognized (1,720) Current deferred revenue, March 31, 2022 $ 9,999 A rollforward of noncurrent deferred revenue follows. Total (In thousands) Noncurrent deferred revenue, January 1, 2022 $ 42,570 Add: additions 358 Less: reclassification to current deferred revenue (1,353) Noncurrent deferred revenue, March 31, 2022 $ 41,575 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | 7. DEBT Debt for the Partnership at March 31, 2022 and December 31, 2021, follows: March 31, 2022 December 31, 2021 (In thousands) ABL Facility : Summit Holdings' asset based credit facility due May 1, 2026 $ 233,000 $ 267,000 Permian Transmission Credit Facility : Permian Transmission's variable rate senior secured credit facility due March 8, 2028 — 160,000 Permian Transmission Term Loan : Permian Transmission's variable rate senior secured term loan due March 8, 2028 158,905 — 2025 Senior Notes : Summit Holdings' 5.75% senior unsecured notes due April 15, 2025 259,463 259,463 2026 Secured Notes : Summit Holdings' and Finance Corp's 8.50% senior unsecured notes due October 15, 2026 700,000 700,000 Less: unamortized debt discount and debt issuance costs (29,801) (31,391) Total debt 1,321,567 1,355,072 Less: current portion (6,072) — Total long-term debt $ 1,315,495 $ 1,355,072 ABL Facility. The Partnership, the Partnership’s subsidiary, Summit Holdings, and the subsidiaries of Summit Holdings party thereto entered into a first-lien, senior secured credit facility, consisting of a $400.0 million asset-based revolving credit facility (the “ABL Facility”), subject to a borrowing base comprised of a percentage of eligible accounts receivable of Summit Holdings and its subsidiaries that guarantee the ABL Facility (collectively, the “ABL Facility Subsidiary Guarantors”) and a percentage of eligible above-ground fixed assets including eligible compression units, processing plants, compression stations and related equipment of Summit Holdings and the ABL Facility Subsidiary Guarantors. As of March 31, 2022, the most recent borrowing base determination of eligible assets totaled $695.2 million, an amount greater than the $400.0 million of aggregate commitments. The ABL Facility will mature on May 1, 2026; provided that, (a) if the outstanding amount of the 2025 Senior Notes (or any permitted refinancing indebtedness in respect thereof that has a final maturity, scheduled amortization or any other scheduled repayment, mandatory prepayment, mandatory redemption or sinking fund obligation prior to the date that is 120 days after the Termination Date (as defined in the ABL Agreement)) on such date equals or exceeds $50,000,000, then the ABL Facility will mature on December 13, 2024 and (b) if both (i) any amount of the 2025 Senior Notes (or any permitted refinancing indebtedness in respect thereof that has a final maturity, scheduled amortization or any other scheduled repayment, mandatory prepayment, mandatory redemption or sinking fund obligation prior to the date that is 120 days after the Termination Date) is outstanding on such date and (ii) Liquidity (as defined in the ABL Agreement) is less than an amount equal to the sum of the then aggregate outstanding principal amount of the 2025 Senior Notes (or any permitted refinancing indebtedness in respect thereof that has a final maturity, scheduled amortization or any other scheduled repayment, mandatory prepayment, mandatory redemption or sinking fund obligation prior to the date that is 120 days after the Termination Date) plus the Threshold Amount (as defined in the ABL Agreement) on such date, then the ABL Facility will mature on January 14, 2025. As of March 31, 2022, the applicable margin under the adjusted LIBOR borrowings was 3.25%, the interest rate was 3.50% and the available borrowing capacity of the ABL Facility totaled $148.6 million after giving effect to the issuance of $18.4 million in outstanding but undrawn irrevocable standby letters of credit. The ABL Facility requires that Summit Holdings not permit (i) the First Lien Net Leverage Ratio (as defined in the ABL Agreement) as of the last day of any fiscal quarter to be greater than 2.50:1.00, or (ii) the Interest Coverage Ratio (as defined in the ABL Agreement) as of the last day of any fiscal quarter to be less than 2.00:1.00. As of March 31, 2022, the First Lien Net Leverage Ratio was 0.97:1.00 and the Interest Coverage Ratio was 2.72:1.00. Permian Transmission Credit Facility. On March 8, 2021 (the “Permian Closing Date”), the Partnership’s unrestricted subsidiary, Permian Transmission, entered into a Credit Agreement which provided for $175.0 million of senior secured credit facilities (the “Permian Transmission Credit Facilities”), including a $160.0 million Term Loan Facility and a $15.0 million Working Capital Facility. Borrowings from the Permian Transmission Credit Facilities were used to finance Permian Transmission’s capital calls associated with its investment in Double E. In January 2022, in accordance with the terms of Permian Transmission Credit Facilities, the Partnership converted the $160.0 million portion of the Permian Transmission Credit Facilities into a term loan facility (the “Permian Term Loan Facility”). As of March 31, 2022, the applicable margin under adjusted LIBOR borrowings was 2.375%, the interest rate was 2.52% and the available borrowing capacity of the Permian Transmission Credit Facilities totaled $7.5 million, subject to a commitment fee of 0.7% after giving effect to the issuance of $7.5 million in outstanding but undrawn irrevocable standby letters of credit and surety bonds. As of March 31, 2022, the Partnership was in compliance with the financial covenants of the Permian Transmission Credit Facility. Permian Transmission Term Loan. As described above, in January 2022, the Permian Transmission Term Loan Facility was converted into a Term Loan (the “Permian Transmission Term Loan”). The Permian Transmission Term Loan is due on May 8, 2028. As of March 31, 2022, the applicable margin under adjusted LIBOR borrowings was 2.375% and the interest rate was 2.52%. As of March 31, 2022, the Partnership was in compliance with the financial covenants governing the Permian Transmission Term Loan. In accordance with the terms of the Permian Transmission Term Loan, Permian Transmission is required to make mandatory principal repayments. Below is a summary of the remaining mandatory principal repayments as of March 31, 2022 (in thousands): Total 2022 2023 2024 2025 2026 Thereafter Amortizing principal repayments $ 158,905 $ 3,552 $ 10,507 $ 15,524 $ 16,580 $ 16,967 $ 95,775 2026 Secured Notes. In November 2021, the Co-Issuers issued the 2026 Secured Notes. The 2026 Secured Notes are senior secured second lien notes due 2026. The 2026 Secured Notes will pay interest semi-annually in cash in arrears on April 15 and October 15 of each year, commencing on April 15, 2022, and will be jointly and severally guaranteed, on a senior second-priority secured basis (subject to permitted liens), by the Partnership and each restricted subsidiary of the Partnership (other than the Co-Issuers) that is an obligor under the ABL Agreement, or under the Co-Issuers’ 2025 Senior Notes on the issue date of the 2026 Secured Notes. The 2026 Secured Notes are effectively subordinated to any of our or the guarantors’ current and future secured first lien indebtedness, including indebtedness incurred under the ABL Facility, to the extent of the value of the collateral securing such indebtedness, and our and the guarantors’ current and future debt that is secured by liens on assets other than the collateral, to the extent of the value of such assets. The 2026 Secured Notes are structurally subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee the 2026 Secured Notes. The 2026 Secured Notes are effectively equal to our and the guarantors’ obligations under any future second lien indebtedness and effectively senior to all of our future junior lien indebtedness and existing and future unsecured indebtedness, including our outstanding senior unsecured notes, to the extent of the value of the collateral, and senior to any of our future subordinated indebtedness. The 2026 Secured Notes will mature on October 15, 2026. Before October 15, 2023, the Co-Issuers may redeem the 2026 Secured Notes, in whole or in part, at a price equal to 100% of their principal amount, plus a make-whole premium, together with accrued and unpaid interest to, but not including the redemption date. On and after October 15, 2023, the Co-Issuers may redeem all or part of the 2026 Secured Notes at redemption prices (expressed as percentages of principal amount) equal to: (a) 104.250% for the twelve-month period beginning October 15, 2023; (b) 102.125% for the twelve-month period beginning October 15, 2024; and (c) 100.000% for the twelve-month period beginning on October 15, 2025 and at any time thereafter, in each case plus accrued and unpaid interest, if any, to, but not including, the redemption date. As of March 31, 2022, the Partnership was in compliance with the financial covenants governing its 2026 Secured Notes. 2025 Senior Notes. In February 2017, the Co-Issuers co-issued the 2025 Senior Notes. The 2025 Senior Notes will pay interest semi-annually in cash in arrears on April 15 and October 15 of each year. The 2025 Senior Notes are senior, unsecured obligations and rank equally in right of payment with all of the Partnership’s existing and future senior obligations. The 2025 Senior Notes are effectively subordinated in right of payment to all of the Partnership’s secured indebtedness, to the extent of the collateral securing such indebtedness. The Co-Issuers have the right to redeem all or part of the 2025 Senior Notes at a redemption price of 101.438% (on or after April 15, 2022, with the redemption price declining ratably each year to 100.00% on April 15, 2023), plus accrued and unpaid interest, if any, to, but not including the redemption date. As of March 31, 2022, the Partnership was in compliance with the financial covenants governing its 2025 Senior Notes. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | 8. FINANCIAL INSTRUMENTS Fair Value. A summary of the estimated fair value of our financial instruments follows. March 31, 2022 December 31, 2021 Carrying Value (1) Estimated Carrying Value (1) Estimated (In thousands) 2025 Senior Notes $ 259,463 $ 208,976 $ 259,463 $ 234,814 2026 Secured Notes 700,000 672,000 700,000 718,083 ________ (1) Excludes applicable unamortized debt issuance costs and debt discounts. The carrying values on the balance sheets of the ABL Facility and Permian Transmission Credit Facility represents their fair value due to its floating interest rate. The fair values of the 2026 Secured Notes and 2025 Senior Notes are based on an average of nonbinding broker quotes as of March 31, 2022 and December 31, 2021. The use of different market assumptions or valuation methodologies may have a material effect on their estimated fair value. Interest Rate Swaps. In connection with the Permian Transmission Credit Facility, the Partnership entered into amortizing interest rate swap agreements. As of March 31, 2022 and December 31, 2021, the outstanding notional amounts of interest rate swaps were $139.8 million and $144.0 million, respectively. These interest rate swaps manage exposure to variability in expected cash flows attributable to interest rate risk. Interest rate swaps convert a portion of the Partnership’s variable rate debt to fixed rate debt. The Partnership chooses counterparties for its derivative instruments that it believes are creditworthy at the time the transactions are entered into, and the Partnership actively monitors the creditworthiness where applicable. However, there can be no assurance that a counterparty will be able to meet its obligations to the Partnership. The Partnership presents its derivative positions on a gross basis and does not net the asset and liability positions. |
PARTNERS' CAPITAL AND MEZZANINE
PARTNERS' CAPITAL AND MEZZANINE CAPITAL | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
PARTNERS' CAPITAL AND MEZZANINE CAPITAL | 9. PARTNERS' CAPITAL AND MEZZANINE CAPITAL Common Units. A rollforward of the number of issued and outstanding common limited partner units follows for the period from December 31, 2021 to March 31, 2022. Common Units Units, December 31, 2021 7,169,834 Preferred Exchange Offer, net of units withheld for taxes 2,853,875 Common units issued for SMLP LTIP, net 142,271 Units, March 31, 2022 10,165,980 Series A Preferred Units. As of March 31, 2022, the Partnership had 65,508 Series A Preferred Units outstanding and $15.5 million of accrued and unpaid distributions on its Series A Preferred Units. Series A Preferred Unit Exchange Offer. In January 2022, the Partnership completed the Preferred Exchange Offer (the “Preferred Exchange Offer”) and exchanged its Series A Preferred Units for newly issued common units, whereby it issued 2,853,875 SMLP common units, net of units withheld for withholding taxes, in exchange for 77,939 Series A Preferred Units. As a result of the transaction, the Partnership recognized a deemed contribution of $20.9 million from the Series A Preferred Unit holders to the common unit holders. Subsidiary Series A Preferred Units. The Partnership records its Subsidiary Series A Preferred Units at fair value upon issuance, net of issuance costs, and subsequently records an effective interest method accretion amount each reporting period to accrete the carrying value to a most probable redemption value that is based on a predetermined internal rate of return measure. If the Partnership elects to make payment-in-kind (“PIK”) distributions to holders of its Subsidiary Series A Preferred Units, these PIK distributions increase the liquidation preference on each Subsidiary Series A Preferred Unit. Net Income (Loss) attributable to our common units includes adjustments for PIK distributions and redemption accretion. During the three months ended March 31, 2022, the Partnership elected to make PIK distributions and issued 1,600 Subsidiary Series A Preferred Units to the holders of its Subsidiary Series A Preferred Units. As of March 31, 2022, the Partnership has 93,039 Subsidiary Series A Preferred Units issued and outstanding. If the Subsidiary Series A Preferred Units were redeemed on March 31, 2022, the redemption amount would be $116.6 million when considering the applicable multiple of invested capital metric and make-whole amount provisions contained in the Subsidiary Series A Preferred Unit agreement. The following table shows the change in our Subsidiary Series A Preferred Unit balance from January 1, 2022 to March 31, 2022, net of $2.7 million of unamortized issuance costs at March 31, 2022: (In thousands) Balance at January 1, 2022 $ 106,325 PIK distributions 1,600 Redemption accretion, net of issuance cost amortization 4,113 Balance at March 31, 2022 $ 112,038 Warrants. On May 28, 2020, and in connection with the GP Buy-In Transaction, the Partnership issued (i) a warrant to purchase up to 537,307 SMLP common units (8,059,609 SMLP common units prior to the Reverse Unit Split) to SMP TopCo, LLC, a Delaware limited liability company and affiliate of ECP (“ECP NewCo”) (the “ECP NewCo Warrant”), and (ii) a warrant to purchase up to 129,360 SMLP common units (1,940,391 SMLP common units prior to the Reverse Unit Split) to SMLP Holdings, LLC, a Delaware limited liability company and affiliate of ECP (“ECP Holdings” and together with ECP NewCo, the "ECP Entities") (the “ECP Holdings Warrant” and together with the ECP NewCo Warrant, the “ECP Warrants”). On August 5, 2021, the ECP Entities cashlessly exercised all of the ECP Warrants for an aggregate of 414,447 SMLP common units, net of the exercise price, as calculated pursuant to Section 3(c) of the ECP Warrants (the "ECP Warrant Exercise"). Cash Distribution Policy. In connection with the GP Buy-In Transaction, the Partnership suspended its cash distributions to holders of its common units, commencing with respect to the quarter ended March 31, 2020. Upon the resumption of distributions, the Partnership Agreement requires that it distribute all available cash, subject to reserves established by its General Partner, within 45 days after the end of each quarter to unitholders of record on the applicable record date. The amount of distributions paid under this policy is subject to fluctuations based on the amount of cash the Partnership generates from its business and the decision to make any distribution is determined by the General Partner, taking into consideration the terms of the Partnership Agreement. There were no distributions paid during the three months ended March 31, 2022 or during the twelve months ended December 31, 2021. |
EARNINGS PER UNIT
EARNINGS PER UNIT | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER UNIT | 10. EARNINGS PER UNIT The following table details the components of EPU. Three Months Ended 2022 2021 (In thousands, Numerator for basic and diluted EPU: Allocation of net income (loss) among limited partner interests: Net income $ (5) $ 8,988 Net income attributable to Subsidiary Series A Preferred Units (5,713) (3,932) Net income attributable to Summit Midstream Partners, LP $ (5,718) $ 5,056 Less: Net income attributable to Series A Preferred Units $ (2,220) $ (4,287) Add: Deemed capital contribution from Preferred Exchange Offer 20,974 — Net income attributable to common limited partners $ 13,036 $ 769 Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 9,670 6,125 Effect of nonvested phantom units 222 135 Weighted-average common units outstanding – diluted 9,892 6,260 Net income per limited partner unit: Common unit – basic $ 1.35 $ 0.13 Common unit – diluted $ 1.32 $ 0.12 Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU — 44 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 11. SUPPLEMENTAL CASH FLOW INFORMATION Three Months Ended March 31, 2022 2021 (In thousands) Supplemental cash flow information: Cash interest paid $ 3,474 $ 12,885 Cash paid for taxes $ — $ — Noncash investing and financing activities: Capital expenditures in trade accounts payable (period-end accruals) $ 4,258 $ 5,613 Accretion of Subsidiary Series A Preferred Units, net of issuance cost amortization $ 4,113 $ 2,438 Preferred Exchange Offer $ 92,587 $ — |
UNIT-BASED AND NONCASH COMPENSA
UNIT-BASED AND NONCASH COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
UNIT-BASED AND NONCASH COMPENSATION | 12. UNIT-BASED AND NONCASH COMPENSATION SMLP Long-Term Incentive Plan. The Partnership’s Long-Term Incentive Plan (“SMLP LTIP”) provides for equity awards to eligible officers, employees, consultants and directors of the Partnership, thereby linking the recipients’ compensation directly to SMLP’s performance. Significant items to note: • For the three-month period ended March 31, 2022, the Partnership granted 146,529 phantom units and associated distribution equivalent rights to employees in connection with the Partnership’s annual incentive compensation award cycle. These awards had a grant date fair value of $14.21 per common unit and vest ratably over a 3-year period. • For the three-month period ended March 31, 2022, the Partnership issued 38,664 common units to the Partnership’s six independent directors in connection with their annual compensation plan. These awards had a grant date fair value of $14.21 per common unit and vested immediately. • As of March 31, 2022, approximately 0.2 million common units remained available for future issuance under the SMLP LTIP. • In connection with the Partnership’s upcoming Annual Meeting of Limited Partners, scheduled to be held on May10, 2022, the common unitholders of the Partnership will vote on a new long-term incentive plan. For additional information, please see the Partnership’s definitive proxy statement filed with the SEC on March 31, 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Environmental Matters. Although the Partnership believes that it is in material compliance with applicable environmental regulations, the risk of environmental remediation costs and liabilities are inherent in pipeline ownership and operation. Furthermore, the Partnership can provide no assurances that significant environmental remediation costs and liabilities will not be incurred in the future. The Partnership is currently not aware of any material contingent liabilities that exist with respect to environmental matters, except as noted below. As of March 31, 2022, the Partnership has recognized (i) a current liability for remediation effort expenditures expected to be incurred within the next 12 months and (ii) a noncurrent liability for estimated remediation expenditures expected to be incurred subsequent to December 31, 2022. Each of these amounts represent the Partnership’s best estimate for costs expected to be incurred. Neither of these amounts have been discounted to their present value. A rollforward of the Partnership’s undiscounted accrued environmental remediation follows and is primarily related to the 2015 Blacktail Release and other environmental remediation activities, as detailed below. (In thousands) Accrued environmental remediation, December 31, 2021 $ 5,606 Payments made (1,021) Changes in estimates 117 Accrued environmental remediation, March 31, 2022 $ 4,702 In 2015, the Partnership learned of the rupture of a four-inch produced water gathering pipeline on the Meadowlark Midstream system near Williston, North Dakota (“2015 Blacktail Release”). On August 4, 2021, subsidiaries of the Partnership entered into the following agreements to resolve the U.S. federal and North Dakota state governments’ environmental claims with respect to the 2015 Blacktail Release: (i) a Consent Decree with the U.S. Department of Justice (“DOJ”) and the State of North Dakota (“Consent Decree”); (ii) a Plea Agreement with the United States (“Plea Agreement”); and (iii) a Consent Agreement with the North Dakota Industrial Commission (“Consent Agreement” together with the Consent Decree and Plea Agreement, the “Global Settlement”). As of March 31, 2022 and December 31, 2021, the accrued loss liability for the 2015 Blacktail Release was $33.2 million. Key terms of the Global Settlement included (i) payment of penalties and fines totaling $36.3 million, consisting of $1.25 million in natural resource damages to the federal and state governments payable after court approval of the Global Settlement, $25.0 million payable to the federal government over 5, and $10.0 million payable to the state governments over six years, with interest applied to unpaid amounts accruing at a fixed rate of 3.25%, and of which $5.6 million is expected to be paid within the next twelve months; (ii) continuation of remediation efforts at the site of the 2015 Blacktail Release; (iii) other injunctive relief including but not limited to control room management, environmental management system audit, training, and reporting; (iv) guilty pleas for (a) one charge of negligent discharge of a harmful quantity of oil and (b) one charge of knowing failure to immediately report a discharge of oil; and (v) organizational probation for a minimum period of three years from sentencing, including payment in full of certain components of the fines and penalty amounts. The agreements comprising the Global Settlement are subject to the approval of the U.S. District Court for the District of North Dakota (the “U.S. District Court”). The U.S. District Court entered an order making the civil components of the Global Settlement effective on September 28, 2021 and accepted the sentencing in the Plea Agreement on December 6, 2021, completing approval of the Global Settlement. In conjunction with the criminal proceedings under the Plea Agreement, the U.S. District Court received two claims for restitution, including claims for diminution in property value and the cost of additional environmental testing. The prosecution notified the U.S District Court that the government declined to support the claims, citing “insufficient evidence to support the claims.” Defendant subsidiary of the Partnership has responded that restitution is not applicable in this matter because claimants did not provide any supporting evidence for their claims that showed any harm, and because the plea agreement in this matter does not permit restitution sought by the claimants. The U.S. District Court has not yet ruled on the claims. Subsidiaries of the Partnership are also participating in two proceedings before the U.S. Environmental Protection Agency (“EPA”) as a result of the Plea Agreement becoming effective. Following the U.S. District Court’s entering judgment on Defendant subsidiary’s guilty plea to one count of negligent discharge of produced water in violation of the Clean Water Act, Defendant subsidiary was statutorily debarred pursuant to 33 U.S.C. § 1368(a). Defendant has submitted a petition for reinstatement which is pending before the EPA. The Partnership and subsidiaries have also received a show cause notice from the EPA requesting us to “show cause” why EPA should not issue a Notice of Proposed Debarment to the Defendant subsidiary and its affiliates under 2 C.F.R. § 180.800(d), to which we are responding. Legal Proceedings. The Partnership is involved in various litigation and administrative proceedings arising in the ordinary course of business. In the opinion of management, any liabilities that may result from these claims or those arising in the ordinary course of business would not individually or in the aggregate have a material adverse effect on the Partnership's financial position or results of operations. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 14. SEGMENT INFORMATION In accordance with ASC No. 280 - Segment Reporting, the Partnership routinely evaluates whether its reportable segments have changed. In the fourth quarter of 2021, the Partnership changed its segment reporting to align with how the General Partner’s Chief Executive Officer, its chief operating decision maker, reviews financial information in order to allocate resources and assess performance. The new segment reporting resulted from changes enacted to optimize commercial efforts and geographic workforce in order to better align its commercial, engineering, and operational capabilities. As a result of the revised reportable segment structure, the Partnership has recast the corresponding segment information for all periods presented. As of March 31, 2022, the Partnership’s reportable segments are: • Rockies – Includes the Partnership’s wholly owned midstream assets located in the Williston Basin and the DJ Basin. • Permian – Includes the Partnership’s wholly owned midstream assets located in the Permian Basin and the equity method investment in Double E. • Northeast – Includes the Partnership’s wholly owned midstream assets located in the Utica and Marcellus shale plays and the equity method investment in Ohio Gathering that is focused on the Utica Shale. • Piceance – Includes the Partnership’s wholly owned midstream assets located in the Piceance Basin. • Barnett – Includes the Partnership’s wholly owned midstream assets located in the Barnett Shale. Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable; or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items, certain natural gas and crude oil marketing services and transaction costs. Assets by reportable segment follow. March 31, 2022 December 31, 2021 (In thousands) Assets: Northeast $ 615,166 $ 623,224 Rockies 581,572 592,148 Permian 462,670 458,988 Piceance 515,844 524,218 Barnett 309,887 315,055 Total reportable segment assets 2,485,139 2,513,633 Corporate and Other 9,641 8,829 Total assets $ 2,494,780 $ 2,522,462 Segment adjusted EBITDA by reportable segment follows. Three Months Ended March 31, 2022 2021 (In thousands) Reportable segment adjusted EBITDA Northeast $ 20,068 $ 20,193 Rockies 15,830 16,152 Permian 4,149 1,250 Piceance 15,768 21,034 Barnett 9,286 8,016 Total of reportable segments' measures of profit $ 65,101 $ 66,645 A reconciliation of income or loss before income taxes and income from equity method investees to total of reportable segments' measures of profit follows. Three Months Ended March 31, 2022 2021 (In thousands) Reconciliation of income (loss) before income taxes and income from equity method investees to total of reportable segments' measures of profit: Income (loss) before income taxes and income from equity method investees $ (3,990) $ 6,659 Add: Corporate and Other expense 3,818 8,337 Interest expense 24,163 13,953 Depreciation and amortization (1) 30,679 28,746 Proportional adjusted EBITDA for equity method investees 10,452 6,872 Adjustments related to capital reimbursement activity (1,728) (1,245) Unit-based and noncash compensation 1,690 1,967 Gain on asset sales, net 3 (136) Long-lived asset impairment 14 1,492 Total of reportable segments' measures of profit $ 65,101 $ 66,645 ________ (1) Includes the amortization expense associated with our favorable gas gathering contracts as reported in other revenues. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Partnership prepares its condensed consolidated financial statements in accordance with GAAP as established by the FASB and pursuant to the rules and regulations of the SEC pertaining to interim financial information. The unaudited condensed consolidated financial statements contained in this report include all normal and recurring material adjustments that, in the opinion of management, are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented herein. |
Use of Estimates | The Partnership makes estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates, including fair value measurements, the reported amounts of revenues and expenses and the disclosure of commitments and contingencies. Although management believes these estimates are reasonable, actual results could differ from its estimates. |
Consolidation | The unaudited condensed consolidated financial statements contained in this report include the assets, liabilities and results of operations of SMLP and its subsidiaries. All intercompany transactions among the consolidated entities have been eliminated in consolidation. Comprehensive income or loss is the same as net income or loss for all periods presented. |
New accounting standards not yet implemented | New accounting standards not yet implemented. ASU No. 2020-6 Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815–40) (“ASU 2020-6”). ASU 2020-6 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Partnership is currently evaluating the provisions of ASU 2020-6 to determine its impact on the Partnership’s consolidated financial statements and disclosures. ASU No. 2020-4 Reference Rate Reform (“ASU 2020-4”). ASU 2020-4 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform on financial reporting. The amendments in ASU 2020-4 are effective as of March 12, 2020 through December 31, 2022. The Partnership does not expect the provisions of ASU 2020-4 will have a material impact on its consolidated financial statements and disclosures. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Estimated Revenue Expected to be Recognized and MVC Shortfall Payments | The following table presents estimated revenue expected to be recognized during the remainder of 2022 and over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated minimum volume commitments. 2022 2023 2024 2025 2026 Thereafter Gathering services and related fees $ 61,535 $ 63,214 $ 52,412 $ 35,805 $ 21,024 $ — |
Schedule of Disaggregated Revenue by Geographic Area and Major Products and Services Reportable Segments | Revenue by Category. In the following tables, revenue is disaggregated by geographic area and major products and services. For more detailed information about reportable segments, see Note 14 – Segment Information. Three Months Ended March 31, 2022 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 14,636 $ — $ — $ 14,636 Rockies 17,789 13,659 5,157 36,605 Permian 1,847 6,867 1,019 9,733 Piceance 20,071 1,895 1,275 23,241 Barnett 9,677 — 2,063 11,740 Total reportable segments 64,020 22,421 9,514 95,955 Corporate and other — 37 134 171 Total $ 64,020 $ 22,458 $ 9,648 $ 96,126 Three Months Ended March 31, 2021 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 14,773 $ — $ — $ 14,773 Rockies 18,896 12,337 5,210 36,443 Permian 2,199 6,518 759 9,476 Piceance 24,784 1,853 1,177 27,814 Barnett 9,696 55 1,061 10,812 Total reportable segments 70,348 20,763 8,207 99,318 Corporate and other — — — — Total $ 70,348 $ 20,763 $ 8,207 $ 99,318 |
Schedule of Information about Contract Assets from Contracts with Customers | The following table provides information about contract assets from contracts with customers: Total (In thousands) Contract assets, beginning balance December 31, 2021 $ 10,327 Additions 2,247 Transfers out (8,580) Contract assets, ending balance March 31, 2022 $ 3,994 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Details on the Partnership’s property, plant and equipment follow. March 31, 2022 December 31, 2021 (In thousands) Gathering and processing systems and related equipment $ 2,231,472 $ 2,225,267 Construction in progress 46,166 49,082 Land and line fill 10,748 10,644 Other 52,581 51,863 Total 2,340,967 2,336,856 Less: accumulated depreciation (634,821) (610,774) Property, plant and equipment, net $ 1,706,146 $ 1,726,082 |
Schedule Of Depreciation Expense And Capitalized Interest Costs | Depreciation expense and capitalized interest for the Partnership follow. Three Months Ended March 31, 2022 2021 (In thousands) Depreciation expense $ 24,048 $ 21,466 Capitalized interest 333 1,060 |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Details of the Partnership’s equity method investments follow. March 31, 2022 December 31, 2021 (In thousands) Double E $ 287,117 $ 280,952 Ohio Gathering 238,270 242,244 Total $ 525,387 $ 523,196 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | A rollforward of current deferred revenue follows. Total (In thousands) Current deferred revenue, January 1, 2022 $ 10,374 Add: additions 1,345 Less: revenue recognized (1,720) Current deferred revenue, March 31, 2022 $ 9,999 A rollforward of noncurrent deferred revenue follows. Total (In thousands) Noncurrent deferred revenue, January 1, 2022 $ 42,570 Add: additions 358 Less: reclassification to current deferred revenue (1,353) Noncurrent deferred revenue, March 31, 2022 $ 41,575 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt for the Partnership at March 31, 2022 and December 31, 2021, follows: March 31, 2022 December 31, 2021 (In thousands) ABL Facility : Summit Holdings' asset based credit facility due May 1, 2026 $ 233,000 $ 267,000 Permian Transmission Credit Facility : Permian Transmission's variable rate senior secured credit facility due March 8, 2028 — 160,000 Permian Transmission Term Loan : Permian Transmission's variable rate senior secured term loan due March 8, 2028 158,905 — 2025 Senior Notes : Summit Holdings' 5.75% senior unsecured notes due April 15, 2025 259,463 259,463 2026 Secured Notes : Summit Holdings' and Finance Corp's 8.50% senior unsecured notes due October 15, 2026 700,000 700,000 Less: unamortized debt discount and debt issuance costs (29,801) (31,391) Total debt 1,321,567 1,355,072 Less: current portion (6,072) — Total long-term debt $ 1,315,495 $ 1,355,072 |
Schedule of Maturities of Long-term Debt | Below is a summary of the remaining mandatory principal repayments as of March 31, 2022 (in thousands): Total 2022 2023 2024 2025 2026 Thereafter Amortizing principal repayments $ 158,905 $ 3,552 $ 10,507 $ 15,524 $ 16,580 $ 16,967 $ 95,775 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | A summary of the estimated fair value of our financial instruments follows. March 31, 2022 December 31, 2021 Carrying Value (1) Estimated Carrying Value (1) Estimated (In thousands) 2025 Senior Notes $ 259,463 $ 208,976 $ 259,463 $ 234,814 2026 Secured Notes 700,000 672,000 700,000 718,083 ________ (1) Excludes applicable unamortized debt issuance costs and debt discounts. |
PARTNERS' CAPITAL AND MEZZANI_2
PARTNERS' CAPITAL AND MEZZANINE CAPITAL (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule Of Partner Units Activity | A rollforward of the number of issued and outstanding common limited partner units follows for the period from December 31, 2021 to March 31, 2022. Common Units Units, December 31, 2021 7,169,834 Preferred Exchange Offer, net of units withheld for taxes 2,853,875 Common units issued for SMLP LTIP, net 142,271 Units, March 31, 2022 10,165,980 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net | The following table shows the change in our Subsidiary Series A Preferred Unit balance from January 1, 2022 to March 31, 2022, net of $2.7 million of unamortized issuance costs at March 31, 2022: (In thousands) Balance at January 1, 2022 $ 106,325 PIK distributions 1,600 Redemption accretion, net of issuance cost amortization 4,113 Balance at March 31, 2022 $ 112,038 |
EARNINGS PER UNIT (Tables)
EARNINGS PER UNIT (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table details the components of EPU. Three Months Ended 2022 2021 (In thousands, Numerator for basic and diluted EPU: Allocation of net income (loss) among limited partner interests: Net income $ (5) $ 8,988 Net income attributable to Subsidiary Series A Preferred Units (5,713) (3,932) Net income attributable to Summit Midstream Partners, LP $ (5,718) $ 5,056 Less: Net income attributable to Series A Preferred Units $ (2,220) $ (4,287) Add: Deemed capital contribution from Preferred Exchange Offer 20,974 — Net income attributable to common limited partners $ 13,036 $ 769 Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 9,670 6,125 Effect of nonvested phantom units 222 135 Weighted-average common units outstanding – diluted 9,892 6,260 Net income per limited partner unit: Common unit – basic $ 1.35 $ 0.13 Common unit – diluted $ 1.32 $ 0.12 Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU — 44 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Three Months Ended March 31, 2022 2021 (In thousands) Supplemental cash flow information: Cash interest paid $ 3,474 $ 12,885 Cash paid for taxes $ — $ — Noncash investing and financing activities: Capital expenditures in trade accounts payable (period-end accruals) $ 4,258 $ 5,613 Accretion of Subsidiary Series A Preferred Units, net of issuance cost amortization $ 4,113 $ 2,438 Preferred Exchange Offer $ 92,587 $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Accrued Environmental Remediation | A rollforward of the Partnership’s undiscounted accrued environmental remediation follows and is primarily related to the 2015 Blacktail Release and other environmental remediation activities, as detailed below. (In thousands) Accrued environmental remediation, December 31, 2021 $ 5,606 Payments made (1,021) Changes in estimates 117 Accrued environmental remediation, March 31, 2022 $ 4,702 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Reconciliation of Assets from Segment to Consolidated | Assets by reportable segment follow. March 31, 2022 December 31, 2021 (In thousands) Assets: Northeast $ 615,166 $ 623,224 Rockies 581,572 592,148 Permian 462,670 458,988 Piceance 515,844 524,218 Barnett 309,887 315,055 Total reportable segment assets 2,485,139 2,513,633 Corporate and Other 9,641 8,829 Total assets $ 2,494,780 $ 2,522,462 |
Reconciliation of Revenue from Segments to Consolidated | Segment adjusted EBITDA by reportable segment follows. Three Months Ended March 31, 2022 2021 (In thousands) Reportable segment adjusted EBITDA Northeast $ 20,068 $ 20,193 Rockies 15,830 16,152 Permian 4,149 1,250 Piceance 15,768 21,034 Barnett 9,286 8,016 Total of reportable segments' measures of profit $ 65,101 $ 66,645 |
Reconciliation Of Net Income To Adjusted EBITDA | A reconciliation of income or loss before income taxes and income from equity method investees to total of reportable segments' measures of profit follows. Three Months Ended March 31, 2022 2021 (In thousands) Reconciliation of income (loss) before income taxes and income from equity method investees to total of reportable segments' measures of profit: Income (loss) before income taxes and income from equity method investees $ (3,990) $ 6,659 Add: Corporate and Other expense 3,818 8,337 Interest expense 24,163 13,953 Depreciation and amortization (1) 30,679 28,746 Proportional adjusted EBITDA for equity method investees 10,452 6,872 Adjustments related to capital reimbursement activity (1,728) (1,245) Unit-based and noncash compensation 1,690 1,967 Gain on asset sales, net 3 (136) Long-lived asset impairment 14 1,492 Total of reportable segments' measures of profit $ 65,101 $ 66,645 ________ (1) Includes the amortization expense associated with our favorable gas gathering contracts as reported in other revenues. |
REVENUE REVENUE - Schedule of E
REVENUE REVENUE - Schedule of Estimated Revenue Expected to be Recognized (Details) - Gathering services and related fees $ in Thousands | Mar. 31, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 61,535 |
Revenue, remaining performance obligation, expected timing of satisfaction | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 63,214 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 52,412 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 35,805 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 21,024 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 0 |
Revenue, remaining performance obligation, expected timing of satisfaction |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregated Revenue by Geographic Area and Major Products and Services Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 96,126 | $ 99,318 |
Reportable Segments | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 95,955 | 99,318 |
Reportable Segments | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 14,636 | 14,773 |
Reportable Segments | Rockies | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 36,605 | 36,443 |
Reportable Segments | Permian | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 9,733 | 9,476 |
Reportable Segments | Piceance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 23,241 | 27,814 |
Reportable Segments | Barnett | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 11,740 | 10,812 |
Segment Reconciling Items | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 171 | 0 |
Gathering services and related fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 64,020 | 70,348 |
Gathering services and related fees | Reportable Segments | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 64,020 | 70,348 |
Gathering services and related fees | Reportable Segments | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 14,636 | 14,773 |
Gathering services and related fees | Reportable Segments | Rockies | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 17,789 | 18,896 |
Gathering services and related fees | Reportable Segments | Permian | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,847 | 2,199 |
Gathering services and related fees | Reportable Segments | Piceance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 20,071 | 24,784 |
Gathering services and related fees | Reportable Segments | Barnett | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 9,677 | 9,696 |
Gathering services and related fees | Segment Reconciling Items | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Natural gas, NGLs and condensate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 22,458 | 20,763 |
Natural gas, NGLs and condensate sales | Reportable Segments | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 22,421 | 20,763 |
Natural gas, NGLs and condensate sales | Reportable Segments | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Natural gas, NGLs and condensate sales | Reportable Segments | Rockies | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 13,659 | 12,337 |
Natural gas, NGLs and condensate sales | Reportable Segments | Permian | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 6,867 | 6,518 |
Natural gas, NGLs and condensate sales | Reportable Segments | Piceance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,895 | 1,853 |
Natural gas, NGLs and condensate sales | Reportable Segments | Barnett | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 55 |
Natural gas, NGLs and condensate sales | Segment Reconciling Items | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 37 | 0 |
Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 9,648 | 8,207 |
Other revenues | Reportable Segments | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 9,514 | 8,207 |
Other revenues | Reportable Segments | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Other revenues | Reportable Segments | Rockies | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 5,157 | 5,210 |
Other revenues | Reportable Segments | Permian | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,019 | 759 |
Other revenues | Reportable Segments | Piceance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,275 | 1,177 |
Other revenues | Reportable Segments | Barnett | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,063 | 1,061 |
Other revenues | Segment Reconciling Items | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 134 | $ 0 |
REVENUE - Schedule of Informati
REVENUE - Schedule of Information about Contract Assets from Contracts with Customers (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Contract With Customer, Contract Asset, Contract Liability, and Receivable [Roll Forward] | |
Contract assets, beginning of period | $ 10,327 |
Additions | 2,247 |
Transfers out | (8,580) |
Contract assets, end of period | $ 3,994 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Receivables with customers | $ 53,600 | $ 50,500 |
Contract assets included in accounts receivable | $ 3,994 | $ 10,327 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 2,340,967 | $ 2,336,856 |
Less: accumulated depreciation | (634,821) | (610,774) |
Property, plant and equipment, net | 1,706,146 | 1,726,082 |
Gathering and processing systems and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,231,472 | 2,225,267 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total | 46,166 | 49,082 |
Land and line fill | ||
Property, Plant and Equipment [Line Items] | ||
Total | 10,748 | 10,644 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 52,581 | $ 51,863 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Schedule of Depreciation Expense and Capitalized Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 24,048 | $ 21,466 |
Capitalized interest | $ 333 | $ 1,060 |
EQUITY METHOD INVESTMENTS - Sch
EQUITY METHOD INVESTMENTS - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | ||
Investment in equity method investees | $ 525,387 | $ 523,196 |
Double E | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment in equity method investees | 287,117 | 280,952 |
Ohio Gathering | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment in equity method investees | $ 238,270 | $ 242,244 |
DEFERRED REVENUE - Rollforward
DEFERRED REVENUE - Rollforward of deferred revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Change in Contract with Customer, Liability, Current [Roll Forward] | |
Current deferred revenue, beginning balance | $ 10,374 |
Add: additions | 1,345 |
Less: revenue recognized | (1,720) |
Current deferred revenue, ending balance | 9,999 |
Change in Contract with Customer, Liability, Noncurrent [Roll Forward] | |
Noncurrent deferred revenue, beginning balance | 42,570 |
Add: additions | 358 |
Less: reclassification to current deferred revenue | (1,353) |
Noncurrent deferred revenue, ending balance | $ 41,575 |
DEBT - Components of Long-Term
DEBT - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||
Term loan | $ 158,905 | |
Less: unamortized debt discount and debt issuance costs | (29,801) | $ (31,391) |
Letters of credit | 1,321,567 | 1,355,072 |
Current portion of long-term debt | (6,072) | 0 |
Long-term debt | 1,315,495 | 1,355,072 |
Asset Backed Lending Facility | ||
Line of Credit Facility [Line Items] | ||
Secured notes | 233,000 | 267,000 |
Permian Transmission Credit Facility: Permian Transmission's variable rate senior secured credit facility due March 8, 2028 | ||
Line of Credit Facility [Line Items] | ||
Secured notes | 0 | 160,000 |
Permian Transmission Term Loan | ||
Line of Credit Facility [Line Items] | ||
Term loan | 158,905 | 0 |
2025 Senior Notes: Summit Holdings' 5.75% senior unsecured notes due April 15, 2025 | ||
Line of Credit Facility [Line Items] | ||
Unsecured notes | $ 259,463 | $ 259,463 |
Stated interest rate (as a percent) | 5.75% | 5.75% |
2026 Secured Notes: Summit Holdings' and Finance Corp's 8.50% senior unsecured notes due October 15, 2026 | ||
Line of Credit Facility [Line Items] | ||
Unsecured notes | $ 700,000 | $ 700,000 |
Stated interest rate (as a percent) | 8.50% | 8.50% |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 3 Months Ended | |||
Nov. 30, 2021 | Feb. 28, 2017 | Mar. 31, 2022USD ($) | Nov. 02, 2021 | Mar. 08, 2021USD ($) | |
Revolving credit facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Applicable margin (as a percent) | 3.25% | ||||
ABL Facility | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 400,000,000 | ||||
Borrowing base capacity | 695,200,000 | ||||
Maximum amount of debt outstanding for maturity to occur | $ 50,000,000 | ||||
Mandatory redemption period | 120 days | ||||
Debt Instrument, Interest Rate During Period | 3.50% | ||||
Unused portion under the facility | $ 148,600,000 | ||||
First lien net leverage ratio (as a percent) | 0.97 | 2.50 | |||
Interest coverage ratio | 2.72 | 2 | |||
ABL Facility | Standby Letters of Credit | |||||
Debt Instrument [Line Items] | |||||
Secured notes | $ 18,400,000 | ||||
Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 175,000,000 | ||||
Interest rate during period (as a percent) | 2.52% | ||||
Unused portion of the Permian Transmission Credit facility | $ 7,500,000 | ||||
Credit Agreement | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Applicable margin (as a percent) | 2.375% | ||||
Commitment fee (as a percent) | 0.70% | ||||
Credit Agreement | Term Loan Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | 160,000,000 | ||||
Credit Agreement | Working Capital Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Borrowing capacity | $ 15,000,000 | ||||
Secured Notes Indenture, 2026 | |||||
Debt Instrument [Line Items] | |||||
Redemption price, expressed as percentage of principal amount | 100.00% | ||||
Secured Notes Indenture, 2026 | Beginning October 15, 2024 | |||||
Debt Instrument [Line Items] | |||||
Redemption price, expressed as percentage of principal amount | 102.125% | ||||
Secured Notes Indenture, 2026 | Beginning October 15, 2025 | |||||
Debt Instrument [Line Items] | |||||
Redemption price, expressed as percentage of principal amount | 100.00% | ||||
Secured Notes Indenture, 2026 | Beginning October 15, 2023 | |||||
Debt Instrument [Line Items] | |||||
Redemption price, expressed as percentage of principal amount | 104.25% | ||||
2025 Senior Notes | Beginning October 15, 2024 | Summit Holdings And Finance Corporation | |||||
Debt Instrument [Line Items] | |||||
Redemption price, expressed as percentage of principal amount | 101.438% | ||||
2025 Senior Notes | Beginning October 15, 2025 | Summit Holdings And Finance Corporation | |||||
Debt Instrument [Line Items] | |||||
Redemption price, expressed as percentage of principal amount | 100.00% |
DEBT - Schedule of Maturities (
DEBT - Schedule of Maturities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Debt | |
Amortizing principal repayments | $ 158,905 |
2022 | 3,552 |
2023 | 10,507 |
2024 | 15,524 |
2025 | 16,580 |
2026 | 16,967 |
Thereafter | $ 95,775 |
FINANCIAL INSTRUMENTS - Fair va
FINANCIAL INSTRUMENTS - Fair value of Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
2025 Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 259,463 | $ 259,463 |
2025 Senior Notes | Fair Value | Estimated fair value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 208,976 | 234,814 |
2026 Secured Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 700,000 | 700,000 |
2026 Secured Notes | Fair Value | Estimated fair value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 672,000 | $ 718,083 |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||
Gain (loss) on interest rate swaps | $ 7,028 | $ (6) | |
Interest Rate Swap | |||
Concentration Risk [Line Items] | |||
Derivative liability, notional amount | 139,800 | $ 144,000 | |
Fair value, other assets | 6,700 | ||
Gain (loss) on interest rate swaps | $ 7,000 |
PARTNERS' CAPITAL AND MEZZANI_3
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Partners' Capital and Schedule of Units (Details) - Common Units | 3 Months Ended |
Mar. 31, 2022shares | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |
Units, beginning balance (in shares) | 7,169,834 |
Series A Preferred Unit Exchange Offer, net of shares withheld for taxes (in shares) | 2,853,875 |
Common units issued for SMLP LTIP, net (in shares) | 142,271 |
Units, ending balance (in shares) | 10,165,980 |
PARTNERS' CAPITAL AND MEZZANI_4
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Narrative (Details) - USD ($) $ in Thousands | May 28, 2020 | May 27, 2020 | Mar. 31, 2022 | Mar. 31, 2020 | Jan. 31, 2022 | Dec. 31, 2021 | Aug. 05, 2021 |
Partners Capital [Line Items] | |||||||
Add: deemed contribution from Preferred Exchange Offer | $ 20,900 | ||||||
Maximum period following end of quarter to distribute all available cash | 45 days | ||||||
Common Units | |||||||
Partners Capital [Line Items] | |||||||
Series A Preferred Unit Exchange Offer, net of shares withheld for taxes (in shares) | 2,853,875 | ||||||
Common Units | |||||||
Partners Capital [Line Items] | |||||||
Common units issued in exchange (in shares) | 414,447 | ||||||
Common Units | GP Buy-In | |||||||
Partners Capital [Line Items] | |||||||
Number of common units purchased (in shares) | 537,307 | 8,059,609 | |||||
Common Units | ECP Holdings Warrant | GP Buy-In | |||||||
Partners Capital [Line Items] | |||||||
Number of common units purchased (in shares) | 129,360 | 1,940,391 | |||||
Subsidiary Series A Preferred Units | |||||||
Partners Capital [Line Items] | |||||||
Subsidiary Series A preferred unitholders, outstanding (in shares) | 93,039,000 | 91,439,000 | |||||
Preferred units issued (in shares) | 93,039,000 | 91,439,000 | |||||
Series A Preferred Units | |||||||
Partners Capital [Line Items] | |||||||
Preferred units issued (in shares) | 77,939 | ||||||
Accrued and unpaid distributions | $ 15,500 | ||||||
PIK distributions | 1,600 | ||||||
Redemption amount | 116,600 | ||||||
Issuance costs | $ 2,700 |
PARTNERS' CAPITAL AND MEZZANI_5
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Change in Subsidiary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Series A Preferred Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Redemption accretion, net of issuance cost amortization | $ 4,113 | $ 2,438 |
Series A Preferred Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Beginning balance | 106,325 | |
PIK distributions | 1,600 | |
Ending balance | $ 112,038 |
EARNINGS PER UNIT (Details)
EARNINGS PER UNIT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) | $ (5) | $ 8,988 |
Add: Deemed capital contribution from Preferred Exchange Offer | 20,974 | 0 |
Net income attributable to Summit Midstream Partners, LP | $ (5,718) | $ 5,056 |
Common unit - basic (in dollars per share) | $ 1.35 | $ 0.13 |
Common unit - diluted (in dollars per share) | $ 1.32 | $ 0.12 |
Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU (in shares) | 0 | 44 |
Series A Preferred Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) attributable to limited partners | $ (2,220) | $ (4,287) |
Series A Preferred Units | Subsidiaries | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) attributable to limited partners | (5,713) | (3,932) |
Common Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) attributable to limited partners | $ 13,036 | $ 769 |
Weighted-average common units outstanding – basic (in shares) | 9,670,000 | 6,125,000 |
Effect of nonvested phantom units (in shares) | 222,000 | 135,000 |
Weighted-average common units outstanding – diluted (in shares) | 9,892,000 | 6,260,000 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental cash flow information: | ||
Cash interest paid | $ 3,474 | $ 12,885 |
Cash paid for taxes | 0 | 0 |
Noncash investing and financing activities: | ||
Capital expenditures in trade accounts payable (period-end accruals) | 4,258 | 5,613 |
Preferred Exchange Offer | 92,587 | 0 |
Series A Preferred Units | ||
Noncash investing and financing activities: | ||
Accretion of Subsidiary Series A Preferred Units, net of issuance cost amortization | $ 4,113 | $ 2,438 |
UNIT-BASED AND NONCASH COMPEN_2
UNIT-BASED AND NONCASH COMPENSATION (Details) - SMLP LTIP | 3 Months Ended |
Mar. 31, 2022director$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units remaining available (in shares) | 200,000 |
Phantom Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted units (in shares) | 146,529 |
Grant date fair value (in dollars per share) | $ / shares | $ 14.21 |
Vesting period | 3 years |
Common Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued units (in shares) | 38,664 |
Number of directors | director | 6 |
Grant date fair value (in dollars per share) | $ / shares | $ 14.21 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Schedule of Environmental Matters (Details) - Meadowlark Midstream Gathering System $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Accrual for Environmental Loss Contingencies [Roll Forward] | |
Accrued environmental remediation, beginning balance | $ 5,606 |
Payments made | (1,021) |
Changes in estimates | 117 |
Accrued environmental remediation, ending balance | $ 4,702 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)claim | |
Loss Contingencies [Line Items] | |
Legal fines and other fees | $ 36,300 |
Claims settled | claim | 1 |
2015 Blacktail Release | |
Loss Contingencies [Line Items] | |
Loss contingency accrual | $ 33,200 |
Unpaid penalties and fines, fixed rate (as a percent) | 3.25% |
Expected payment | $ 5,600 |
Claims settled | claim | 1 |
Pending claims | claim | 2 |
Natural Resource Damages To Federal and State Governments | 2015 Blacktail Release | |
Loss Contingencies [Line Items] | |
Legal fines and other fees | $ 1,250 |
Penalties and fines, payment period | 5 years |
Damages Payable To Federal Government over Five Years | 2015 Blacktail Release | |
Loss Contingencies [Line Items] | |
Legal fines and other fees | $ 25,000 |
Damages Payable To State Governments Over Six Years | 2015 Blacktail Release | |
Loss Contingencies [Line Items] | |
Legal fines and other fees | $ 10,000 |
Penalties and fines, payment period | 6 years |
SEGMENT INFORMATION - Assets, R
SEGMENT INFORMATION - Assets, Revenues, Depreciation and Amortization, and Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Assets | $ 2,494,780 | $ 2,522,462 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 2,485,139 | 2,513,633 |
Reportable Segments | Northeast | ||
Segment Reporting Information [Line Items] | ||
Assets | 615,166 | 623,224 |
Reportable Segments | Rockies | ||
Segment Reporting Information [Line Items] | ||
Assets | 581,572 | 592,148 |
Reportable Segments | Permian | ||
Segment Reporting Information [Line Items] | ||
Assets | 462,670 | 458,988 |
Reportable Segments | Piceance | ||
Segment Reporting Information [Line Items] | ||
Assets | 515,844 | 524,218 |
Reportable Segments | Barnett | ||
Segment Reporting Information [Line Items] | ||
Assets | 309,887 | 315,055 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 9,641 | $ 8,829 |
SEGMENT INFORMATION - Adjusted
SEGMENT INFORMATION - Adjusted EBITDA by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ 65,101 | $ 66,645 |
Northeast | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 20,068 | 20,193 |
Rockies | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 15,830 | 16,152 |
Permian | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 4,149 | 1,250 |
Piceance | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 15,768 | 21,034 |
Barnett | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ 9,286 | $ 8,016 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Net Income (Loss) to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting [Abstract] | ||
Income (loss) before income taxes and equity method investment income | $ (3,990) | $ 6,659 |
Add: | ||
Corporate and Other expense | 3,818 | 8,337 |
Interest expense | 24,163 | 13,953 |
Depreciation and amortization | 30,679 | 28,746 |
Proportional adjusted EBITDA for equity method investees | 10,452 | 6,872 |
Adjustments related to capital reimbursement activity | (1,728) | (1,245) |
Unit-based and noncash compensation | 1,690 | 1,967 |
Gain on asset sales, net | 3 | (136) |
Long-lived asset impairments | 14 | 1,492 |
Total of reportable segments' measures of profit | $ 65,101 | $ 66,645 |