CONDENSED CONSOLIDATING FINANCIAL INFORMATION | EXHIBIT 99.1 17. CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by SMLP and the Guarantor Subsidiaries (see Note 9). The following supplemental condensed consolidating financial information reflects SMLP's separate accounts, the combined accounts of the Co-Issuers, the combined accounts of the Guarantor Subsidiaries, the combined accounts of the Non-Guarantor Subsidiaries and the consolidating adjustments for the dates and periods indicated. For purposes of the following consolidating information: • each of SMLP and the Co-Issuers account for their subsidiary investments, if any, under the equity method of accounting and • the balances and results of operations associated with the assets, liabilities and expenses that were carved out of Summit Investments and allocated to SMLP in connection with the 2016 Drop Down have been attributed to SMLP during the common control period. Condensed Consolidating Balance Sheets. Balance sheets as of March 31, 2017 and December 31, 2016 follow. March 31, 2017 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Assets Cash and cash equivalents $ 3,180 $ 5 $ 2,725 $ 375 $ — $ 6,285 Accounts receivable 22 — 42,349 11,298 — 53,669 Other current assets 1,277 — 1,665 298 — 3,240 Due from affiliate 10,712 12,745 442,967 — (466,424 ) — Total current assets 15,191 12,750 489,706 11,971 (466,424 ) 63,194 Property, plant and equipment, net 3,115 — 1,433,385 417,583 — 1,854,083 Intangible assets, net — — 386,802 24,976 — 411,778 Goodwill — — 16,211 — — 16,211 Investment in equity method investees — — — 702,751 — 702,751 Other noncurrent assets 2,403 4,496 157 — — 7,056 Investment in subsidiaries 2,153,590 3,406,959 — — (5,560,549 ) — Total assets $ 2,174,299 $ 3,424,205 $ 2,326,261 $ 1,157,281 $ (6,026,973 ) $ 3,055,073 Liabilities and Partners' Capital Trade accounts payable $ 863 $ — $ 9,502 $ 7,399 $ — $ 17,764 Accrued expenses 1,946 — 7,229 2,932 — 12,107 Due to affiliate 456,198 — — 10,712 (466,424 ) 486 Ad valorem taxes payable — — 3,862 204 — 4,066 Accrued interest — 5,703 — — — 5,703 Accrued environmental remediation — — — 5,883 — 5,883 Other current liabilities 2,240 — 2,239 339 — 4,818 Total current liabilities 461,247 5,703 22,832 27,469 (466,424 ) 50,827 Long-term debt — 1,264,912 — — — 1,264,912 Deferred Purchase Price Obligation 584,164 — — — — 584,164 Deferred revenue — — 18,980 — — 18,980 Noncurrent accrued environmental remediation — — — 3,263 — 3,263 Other noncurrent liabilities 3,773 — 3,948 91 7,812 Total liabilities 1,049,184 1,270,615 45,760 30,823 (466,424 ) 1,929,958 Total partners' capital 1,125,115 2,153,590 2,280,501 1,126,458 (5,560,549 ) 1,125,115 Total liabilities and partners' capital $ 2,174,299 $ 3,424,205 $ 2,326,261 $ 1,157,281 $ (6,026,973 ) $ 3,055,073 December 31, 2016 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Assets Cash and cash equivalents $ 698 $ 51 $ 5,647 $ 1,032 $ — $ 7,428 Accounts receivable 53 — 89,584 7,727 — 97,364 Other current assets 1,526 — 2,328 455 — 4,309 Due from affiliate 14,896 38,013 369,995 — (422,904 ) — Total current assets 17,173 38,064 467,554 9,214 (422,904 ) 109,101 Property, plant and equipment, net 2,266 — 1,440,180 411,225 — 1,853,671 Intangible assets, net — — 396,930 24,522 — 421,452 Goodwill — — 16,211 — — 16,211 Investment in equity method investees — — — 707,415 — 707,415 Other noncurrent assets 1,993 5,198 138 — — 7,329 Investment in subsidiaries 2,132,757 3,347,393 — — (5,480,150 ) — Total assets $ 2,154,189 $ 3,390,655 $ 2,321,013 $ 1,152,376 $ (5,903,054 ) $ 3,115,179 Liabilities and Partners' Capital Trade accounts payable $ 978 $ — $ 9,901 $ 5,372 $ — $ 16,251 Accrued expenses 2,399 114 6,069 2,807 — 11,389 Due to affiliate 408,266 — — 14,896 (422,904 ) 258 Ad valorem taxes payable 16 — 9,717 855 — 10,588 Accrued interest — 17,483 — — — 17,483 Accrued environmental remediation — — — 4,301 — 4,301 Other current liabilities 6,718 — 3,798 955 — 11,471 Total current liabilities 418,377 17,597 29,485 29,186 (422,904 ) 71,741 Long-term debt — 1,240,301 — — — 1,240,301 Deferred Purchase Price Obligation 563,281 — — — — 563,281 Deferred revenue — — 57,465 — — 57,465 Noncurrent accrued environmental remediation — — — 5,152 — 5,152 Other noncurrent liabilities 2,858 — 4,602 106 — 7,566 Total liabilities 984,516 1,257,898 91,552 34,444 (422,904 ) 1,945,506 Total partners' capital 1,169,673 2,132,757 2,229,461 1,117,932 (5,480,150 ) 1,169,673 Total liabilities and partners' capital $ 2,154,189 $ 3,390,655 $ 2,321,013 $ 1,152,376 $ (5,903,054 ) $ 3,115,179 Condensed Consolidating Statements of Operations. For the purposes of the following condensed consolidating statements of operations, we allocate general and administrative expenses recognized at the SMLP parent to the Guarantor Subsidiaries and Non-Guarantor Subsidiaries to reflect what those entities' results would have been had they operated on a stand-alone basis. Statements of operations for the three months ended March 31, 2017 and 2016 follow. Three months ended March 31, 2017 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 100,682 $ 17,331 $ — $ 118,013 Natural gas, NGLs and condensate sales — — 11,120 — — 11,120 Other revenues — — 5,961 711 — 6,672 Total revenues — — 117,763 18,042 — 135,805 Costs and expenses: Cost of natural gas and NGLs — — 9,049 3 — 9,052 Operation and maintenance — — 20,851 2,841 — 23,692 General and administrative — — 12,218 1,914 — 14,132 Depreciation and amortization 154 — 24,597 3,818 — 28,569 Transaction costs — — — — — — Loss on asset sales, net — — 3 — — 3 Long-lived asset impairment — — — 284 — 284 Total costs and expenses 154 — 66,718 8,860 — 75,732 Other income 71 — — — — 71 Interest expense — (16,716 ) — — — (16,716 ) Early extinguishment of debt — (22,020 ) — — — (22,020 ) Deferred Purchase Price Obligation expense (20,883 ) — — — — (20,883 ) (Loss) income before income taxes and loss from equity method investees (20,966 ) (38,736 ) 51,045 9,182 — 525 Income tax expense (452 ) — — — — (452 ) Loss from equity method investees — — — (656 ) — (656 ) Equity in earnings of consolidated subsidiaries 20,835 59,571 — — (80,406 ) — Net (loss) income $ (583 ) $ 20,835 $ 51,045 $ 8,526 $ (80,406 ) $ (583 ) Three months ended March 31, 2016 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 64,768 $ 13,332 $ — $ 78,100 Natural gas, NGLs and condensate sales — — 7,588 — — 7,588 Other revenues — — 4,369 514 — 4,883 Total revenues — — 76,725 13,846 — 90,571 Costs and expenses: Cost of natural gas and NGLs — — 6,290 — — 6,290 Operation and maintenance — — 22,572 3,270 — 25,842 General and administrative — — 10,126 2,753 — 12,879 Depreciation and amortization 116 — 24,672 2,940 — 27,728 Transaction costs 1,174 — — — — 1,174 Gain on asset sales, net — — (63 ) — — (63 ) Total costs and expenses 1,290 — 63,597 8,963 — 73,850 Other income 22 — — — — 22 Interest expense (1,446 ) (14,436 ) — — — (15,882 ) Deferred Purchase Price Obligation expense (7,463 ) — — — — (7,463 ) (Loss) income before income taxes and loss from equity method investees (10,177 ) (14,436 ) 13,128 4,883 — (6,602 ) Income tax benefit 77 — — — — 77 Income from equity method investees — — — 2,860 — 2,860 Equity in earnings of consolidated subsidiaries 6,435 20,871 — — (27,306 ) — Net (loss) income $ (3,665 ) $ 6,435 $ 13,128 $ 7,743 $ (27,306 ) $ (3,665 ) Condensed Consolidating Statements of Cash Flows. Statements of cash flows for the three months ended March 31, 2017 and 2016 follow. Three months ended March 31, 2017 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Cash flows from operating activities: Net cash (used in) provided by operating activities $ (2,021 ) $ (27,574 ) $ 74,721 $ 17,323 $ — $ 62,449 Cash flows from investing activities: Capital expenditures (1,003 ) — (4,580 ) (8,845 ) — (14,428 ) Contributions to equity method investees — — — (4,936 ) — (4,936 ) Other, net (361 ) — — — — (361 ) Advances to affiliates (25,266 ) — (72,972 ) (4,184 ) 102,422 — Net cash used in investing activities (26,630 ) — (77,552 ) (17,965 ) 102,422 (19,725 ) Cash flows from financing activities: Distributions to unitholders (44,452 ) — — — — (44,452 ) Borrowings under Revolving Credit Facility — 72,000 — — — 72,000 Repayments under Revolving Credit Facility — (245,000 ) — — — (245,000 ) Debt issuance costs — (6,825 ) — — — (6,825 ) Payment of redemption and call premiums on senior notes — (17,913 ) — — — (17,913 ) Proceeds from ATM Program issuances, net of costs 367 — — — — 367 Contribution from General Partner 113 — — — — 113 Issuance of senior notes — 500,000 — — — 500,000 Tender and redemption of senior notes — (300,000 ) — — — (300,000 ) Other, net (2,051 ) — (91 ) (15 ) — (2,157 ) Advances from affiliates 77,156 25,266 — — (102,422 ) — Net cash provided by (used in) financing activities 31,133 27,528 (91 ) (15 ) (102,422 ) (43,867 ) Net change in cash and cash equivalents 2,482 (46 ) (2,922 ) (657 ) — (1,143 ) Cash and cash equivalents, beginning of period 698 51 5,647 1,032 — 7,428 Cash and cash equivalents, end of period $ 3,180 $ 5 $ 2,725 $ 375 $ — $ 6,285 Three months ended March 31, 2016 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Cash flows from operating activities: Net cash (used in) provided by operating activities $ (3,174 ) $ (23,280 ) $ 65,022 $ 28,281 $ — $ 66,849 Cash flows from investing activities: Capital expenditures (180 ) — (11,753 ) (49,393 ) — (61,326 ) Contributions to equity method investees — — — (15,645 ) — (15,645 ) Acquisitions of gathering systems from affiliate (360,000 ) — — — — (360,000 ) Other, net (377 ) — — — — (377 ) Advances to affiliates (13,446 ) (363,390 ) (55,177 ) — 432,013 — Net cash used in investing activities (374,003 ) (363,390 ) (66,930 ) (65,038 ) 432,013 (437,348 ) Cash flows from financing activities: Distributions to unitholders (40,975 ) — — — — (40,975 ) Borrowings under Revolving Credit Facility 12,000 412,300 — — — 424,300 Repayments under Revolving Credit Facility — (35,300 ) — — — (35,300 ) Debt issuance costs (13 ) (2,400 ) — — — (2,413 ) Cash advance from Summit Investments to contributed subsidiaries, net (12,000 ) — — 24,214 — 12,214 Expenses paid by Summit Investments on behalf of contributed subsidiaries 3,030 — — 1,791 — 4,821 Other, net (786 ) — (68 ) — — (854 ) Advances from affiliates 418,566 — — 13,447 (432,013 ) — Net cash provided by (used in) financing activities 379,822 374,600 (68 ) 39,452 (432,013 ) 361,793 Net change in cash and cash equivalents 2,645 (12,070 ) (1,976 ) 2,695 — (8,706 ) Cash and cash equivalents, beginning of period 73 12,407 6,930 2,383 — 21,793 Cash and cash equivalents, end of period $ 2,718 $ 337 $ 4,954 $ 5,078 $ — $ 13,087 EX 99.1-1 |