Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Summit Midstream Partners, LP | |
Entity Central Index Key | 1549922 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Common units | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 34,495,468 | |
Subordinated Units | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,409,850 | |
General Partner Units | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,200,651 |
UNAUDITED_CONDENSED_CONSOLIDAT
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $13,096 | $26,428 |
Accounts receivable | 44,069 | 83,612 |
Other current assets | 2,371 | 3,289 |
Total current assets | 59,536 | 113,329 |
Property, plant and equipment, net | 1,234,229 | 1,235,652 |
Intangible assets, net | 456,930 | 466,866 |
Goodwill | 61,689 | 61,689 |
Other noncurrent assets | 16,604 | 17,338 |
Total assets | 1,828,988 | 1,894,874 |
Current liabilities: | ||
Trade accounts payable | 10,466 | 12,852 |
Due to affiliate | 826 | 2,711 |
Deferred revenue | 2,377 | 2,377 |
Ad valorem taxes payable | 3,882 | 8,717 |
Accrued interest | 7,733 | 18,858 |
Other current liabilities | 7,917 | 11,939 |
Total current liabilities | 33,201 | 57,454 |
Long-term debt | 796,000 | 808,000 |
Unfavorable gas gathering contract, net | 5,402 | 5,577 |
Deferred revenue | 58,984 | 55,239 |
Other noncurrent liabilities | 1,536 | 1,715 |
Total liabilities | 895,123 | 927,985 |
Commitments and contingencies | ||
Common limited partner capital (34,495 units issued and outstanding at March 31, 2015 and 34,427 units issued and outstanding at December 31, 2014) | 630,241 | 649,060 |
Subordinated limited partner capital (24,410 units issued and outstanding at March 31, 2015 and December 31, 2014) | 279,524 | 293,153 |
General partner interests (1,201 units issued and outstanding at March 31, 2015 and December 31, 2014) | 24,100 | 24,676 |
Total partners' capital | 933,865 | 966,889 |
Total liabilities and partners' capital | $1,828,988 | $1,894,874 |
UNAUDITED_CONDENSED_CONSOLIDAT1
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Common limited partner capital, units issued | 34,495 | 34,427 |
Common limited partner capital, units outstanding | 34,495 | 34,427 |
Subordinated limited partner capital, units issued | 24,410 | 24,410 |
Subordinated limited partner capital, units outstanding | 24,410 | 24,410 |
General partner interests, units issued | 1,201 | 1,201 |
General partner interests, units outstanding | 1,201 | 1,201 |
UNAUDITED_CONDENSED_CONSOLIDAT2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Gathering services and other fees | $56,054 | $50,072 |
Natural gas, NGLs and condensate sales and other | 12,776 | 26,356 |
Amortization of favorable and unfavorable contracts | -251 | -226 |
Total revenues | 68,579 | 76,202 |
Costs and expenses: | ||
Cost of natural gas and NGLs | 6,695 | 15,281 |
Operation and maintenance | 17,429 | 19,181 |
General and administrative | 8,351 | 7,886 |
Transaction costs | 537 | |
Depreciation and amortization | 22,143 | 19,642 |
Total costs and expenses | 54,618 | 62,527 |
Other income | 1 | 1 |
Interest expense | -12,118 | -7,144 |
Income before income taxes | 1,844 | 6,532 |
Income tax expense | -177 | -159 |
Net income | 1,667 | 6,373 |
Less: net income attributable to Summit Investments | 0 | 2,828 |
Net income attributable to SMLP | 1,667 | 3,545 |
Less: net income attributable to general partner, including IDRs | 1,568 | 431 |
Net income attributable to limited partners | 99 | 3,114 |
Weighted-average limited partner units outstanding: | ||
Cash distributions declared per common unit (in dollars per unit) | $0.56 | $0.48 |
Cash distributions paid per common unit (in dollars per share) | $0.56 | $0.48 |
Common units | ||
Costs and expenses: | ||
Net income attributable to limited partners | 69 | 2,508 |
Earnings per limited partner unit: | ||
Basic (in dollars per share) | $0 | $0.08 |
Diluted (in dollars per share) | $0 | $0.08 |
Weighted-average limited partner units outstanding: | ||
Basic (shares) | 34,439 | 29,912 |
Diluted (shares) | 34,585 | 30,068 |
Subordinated Units | ||
Costs and expenses: | ||
Net income attributable to limited partners | $30 | $606 |
Earnings per limited partner unit: | ||
Basic (in dollars per share) | $0 | $0.02 |
Diluted (in dollars per share) | $0 | $0.02 |
Weighted-average limited partner units outstanding: | ||
Basic (shares) | 24,410 | 24,410 |
Diluted (shares) | 24,410 | 24,410 |
UNAUDITED_CONDENSED_CONSOLIDAT3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (USD $) | Total | Summit Investments' equity in contributed subsidiaries | Limited partners, Common | Limited partners, Subordinated | General partner |
In Thousands, unless otherwise specified | |||||
Beginning balance at Dec. 31, 2013 | $1,201,737 | $232,594 | $566,532 | $379,287 | $23,324 |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net income | 6,373 | 2,828 | 1,741 | 1,373 | 431 |
Distributions | -26,366 | -13,958 | -11,717 | -691 | |
Unit-based compensation | 1,063 | 1,063 | |||
Tax withholdings on vested SMLP LTIP awards | -656 | -656 | |||
Issuance of common units, net of offering costs | 198,095 | 198,095 | |||
Contribution from general partner | 4,235 | 4,235 | |||
Purchase of Red Rock Gathering | -305,000 | -305,000 | |||
Excess of purchase price over acquired carrying value of Red Rock Gathering | 63,183 | -36,228 | -25,691 | -1,264 | |
Cash advance from Summit Investments to contributed subsidiaries, net | 1,982 | 1,982 | |||
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 4,413 | 4,413 | |||
Ending balance at Mar. 31, 2014 | 1,085,876 | 0 | 716,589 | 343,252 | 26,035 |
Beginning balance at Dec. 31, 2014 | 966,889 | 649,060 | 293,153 | 24,676 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Net income | 1,667 | 58 | 41 | 1,568 | |
Distributions | -35,093 | -19,279 | -13,670 | -2,144 | |
Unit-based compensation | 1,312 | 1,312 | |||
Tax withholdings on vested SMLP LTIP awards | -910 | -910 | |||
Ending balance at Mar. 31, 2015 | $933,865 | $630,241 | $279,524 | $24,100 |
UNAUDITED_CONDENSED_CONSOLIDAT4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net income | $1,667 | $6,373 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 22,394 | 19,868 |
Amortization of deferred loan costs | 791 | 604 |
Unit-based compensation | 1,312 | 1,063 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 39,543 | 20,773 |
Trade accounts payable | -1,681 | 5,949 |
Due to affiliate | 1,056 | 390 |
Change in deferred revenue | 3,745 | 3,727 |
Ad valorem taxes payable | -4,835 | -4,305 |
Accrued interest | -11,125 | -6,404 |
Other, net | -3,326 | 471 |
Net cash provided by operating activities | 49,541 | 48,509 |
Cash flows from investing activities: | ||
Capital expenditures | -11,914 | -40,100 |
Acquisition of gathering system from affiliate | -2,941 | -305,000 |
Net cash used in investing activities | -14,855 | -345,100 |
Cash flows from financing activities: | ||
Distributions to unitholders | -35,093 | -26,366 |
Borrowings under revolving credit facility | 14,000 | 125,000 |
Repayments under revolving credit facility | -26,000 | -20,000 |
Deferred loan costs | -15 | -65 |
Tax withholdings on vested SMLP LTIP awards | -910 | -656 |
Proceeds from issuance of common units, net | 0 | 198,095 |
Contribution from general partner | 0 | 4,235 |
Cash advance from Summit Investments to contributed subsidiaries, net | 0 | 1,982 |
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 0 | 4,413 |
Net cash (used in) provided by financing activities | -48,018 | 286,638 |
Net change in cash and cash equivalents | -13,332 | -9,953 |
Cash and cash equivalents, beginning of period | 26,428 | 20,357 |
Cash and cash equivalents, end of period | 13,096 | 10,404 |
Supplemental cash flow disclosures: | ||
Cash interest paid | 22,812 | 14,308 |
Less: capitalized interest | 341 | 1,358 |
Interest paid (net of capitalized interest) | 22,471 | 12,950 |
Noncash investing and financing activities: | ||
Capital expenditures in trade accounts payable (period-end accruals) | 5,655 | 8,170 |
Excess of purchase price over acquired carrying value of Red Rock Gathering | $0 | $63,183 |
ORGANIZATION_BUSINESS_OPERATIO
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 3 Months Ended | |
Mar. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | |
Organization. Summit Midstream Partners, LP ("SMLP" or the "Partnership"), a Delaware limited partnership, is a growth-oriented limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in North America. | ||
SMLP and its subsidiaries are managed and operated by the board of directors and executive officers of Summit Midstream GP, LLC (the "general partner"). Summit Investments, as the ultimate owner of our general partner, controls us and has the right to appoint the entire board of directors of our general partner, including our independent directors. Our operations are conducted through, and our operating assets are owned by, various wholly-owned operating subsidiaries. Neither SMLP nor its subsidiaries have any employees. All of the personnel that conduct our business are employed by the general partner and its subsidiaries, but these individuals are sometimes referred to as our employees. | ||
As of March 31, 2015, Summit Midstream Partners Holdings, LLC ("SMP Holdings"), a wholly owned subsidiary of Summit Investments, held 5,293,571 SMLP common units, all of our subordinated units, all of our general partner units representing a 2% general partner interest in SMLP and all of our incentive distribution rights ("IDRs"). | ||
Business Operations. We provide natural gas gathering, treating and processing services pursuant to primarily long-term and fee-based, natural gas gathering and processing agreements with our customers. Our results are driven primarily by the volumes of natural gas that we gather, treat and process across our systems. Our gathering and processing systems and the unconventional resource basins in which they operate as of March 31, 2015 were as follows: | ||
• | Mountaineer Midstream gathering system ("Mountaineer Midstream"), a natural gas gathering system, operating in the Appalachian Basin, which includes the Marcellus Shale formation in northern West Virginia; | |
• | Bison Midstream, LLC ("Bison Midstream"), an associated natural gas gathering system, operating in the Williston Basin, which includes the Bakken and Three Forks shale formations in northwestern North Dakota; | |
• | DFW Midstream Services LLC ("DFW Midstream"), a natural gas gathering system, operating in the Fort Worth Basin, which includes the Barnett Shale formation in north-central Texas; and | |
• | Grand River Gathering, LLC ("Grand River Gathering"), a natural gas gathering and processing system, operating in the Piceance Basin, which includes the Mesaverde formation and the Mancos and Niobrara shale formations in western Colorado and eastern Utah. | |
Our operating subsidiaries, which are wholly owned by our wholly owned subsidiary, Summit Midstream Holdings, LLC ("Summit Holdings"), are DFW Midstream (which includes Mountaineer Midstream), Bison Midstream and Grand River Gathering. All of our operating subsidiaries are midstream energy companies focused on the development, construction and operation of natural gas gathering and processing systems. | ||
Presentation and Consolidation. We prepare our unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These principles are established by the Financial Accounting Standards Board (the "FASB"). The unaudited condensed consolidated financial statements 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. | ||
We make 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 revenue and expense, and the disclosure of contingencies. Although management believes these estimates are reasonable, actual results could differ from its estimates. | ||
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and the regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are adequate to make the information not misleading. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments, including normal recurring accruals, which are necessary to fairly present the consolidated balance sheets as of March 31, 2015, the consolidated statements of operations for the three-month periods ended March 31, 2015 and 2014, and the consolidated statements of partners' capital and cash flows for the three-month periods ended March 31, 2015 and 2014. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are included in our annual report on Form 10-K for the year ended December 31, 2014 as filed with the SEC on March 2, 2015 (the "2014 Annual Report"). The results of operations for an interim period are not necessarily indicative of results expected for a full year. | ||
SMLP acquired Red Rock Gathering Company, LLC ("Red Rock Gathering"), a natural gas gathering and processing system operating in the Piceance Basin, from a subsidiary of Summit Investments in March 2014. SMLP recognized its acquisition of Red Rock Gathering (the "Red Rock Drop Down") at Summit Investments' historical cost because the acquisition was executed by entities under common control. The excess of the purchase price paid by SMLP over Summit Investments' net investment in Red Rock Gathering was recognized as a reduction to partners' capital. Due to the common control aspect, the Red Rock Drop Down was accounted for by the Partnership on an “as-if pooled” basis for the periods during which common control existed. For the purposes of these unaudited condensed consolidated financial statements, SMLP's results of operations reflect the results of operations of Red Rock Gathering for all periods presented. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Comprehensive Income. Comprehensive income is the same as net income for all periods presented. | |
Environmental Matters. We are subject to various federal, state and local laws and regulations relating to the protection of the environment. Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines, and penalties and other sources are charged to expense when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. | |
Other Significant Accounting Policies. For information on our other significant accounting policies, see Note 2 of the consolidated financial statements included in the 2014 Annual Report. | |
Recent Accounting Pronouncements. Accounting standard setters frequently issue new or revised accounting rules. We review new pronouncements to determine the impact, if any, on our financial statements. There are currently no recent pronouncements that have been issued that we believe may materially affect our financial statements, except as noted below. | |
In May 2014, the FASB released a joint revenue recognition standard, Accounting Standards Update No. 2014-09 ("ASC Update 2014-09"). Under ASC Update 2014-09, revenue will be recognized under a five-step model: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to performance obligations; and (v) recognize revenue when (or as) we satisfy a performance obligation. This new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and interim and annual periods thereafter. Early adoption is not permitted. We are currently in the process of evaluating the impact of this update. | |
In April 2015, the FASB issued Accounting Standards Update No. 2015-03 ("ASC Update 2015-30") Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Under ASC Update 2015-03, entities that have historically presented debt issuance costs as an asset, related to a recognized debt liability, will be required to present those costs as a direct deduction from the carrying amount of that debt liability. This presentation will result in debt issuance cost being presented the same way debt discounts have historically been handled. This new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and interim and annual periods thereafter. Early adoption is permitted. We are currently in the process of evaluating the impact of this update. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segment Information | SEGMENT INFORMATION | |||||||
As of March 31, 2015, our reportable segments are: | ||||||||
• | the Marcellus Shale, which is served by Mountaineer Midstream; | |||||||
• | the Williston Basin, which is served by Bison Midstream; | |||||||
• | the Barnett Shale, which is served by DFW Midstream; and | |||||||
• | the Piceance Basin, which is served by Grand River Gathering. | |||||||
Each of our reportable segments provides midstream services in a specific geographic area. The assets of our reportable segments consist of natural gas gathering and processing systems and related plant and equipment. | ||||||||
Our reportable segments reflect the way in which we internally report the financial information used to make decisions and allocate resources in connection with our operations. In the first quarter of 2015, we combined our Red Rock Gathering operating segment with the Grand River Gathering operating segment to become one operating segment serving the Piceance Basin. Prior to 2015, we aggregated the Red Rock Gathering and Grand River Gathering operating segments into the Piceance Basin reportable segment. | ||||||||
Corporate represents those revenues and expenses that are not specifically attributable to a reportable segment, not individually reportable, or that have not been allocated to our reportable segments. In the first quarter of 2015, we discontinued allocating certain general and administrative expenses, primarily salaries, benefits, incentive compensation and rent expense, to our operating segments. | ||||||||
Assets by reportable segment follow. | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Assets: | ||||||||
Marcellus Shale | $ | 243,391 | $ | 243,884 | ||||
Williston Basin | 296,870 | 311,041 | ||||||
Barnett Shale | 425,142 | 428,935 | ||||||
Piceance Basin | 843,054 | 872,437 | ||||||
Total reportable segment assets | 1,808,457 | 1,856,297 | ||||||
Corporate | 20,531 | 38,577 | ||||||
Total assets | $ | 1,828,988 | $ | 1,894,874 | ||||
Revenues by reportable segment follow. | ||||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Revenues: | ||||||||
Marcellus Shale | $ | 7,840 | $ | 5,356 | ||||
Williston Basin | 8,908 | 16,763 | ||||||
Barnett Shale | 23,897 | 23,037 | ||||||
Piceance Basin | 27,934 | 31,046 | ||||||
Total reportable segment revenues and total revenues | $ | 68,579 | $ | 76,202 | ||||
Depreciation and amortization by reportable segment follow. | ||||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Depreciation and amortization: | ||||||||
Marcellus Shale | $ | 2,168 | $ | 1,801 | ||||
Williston Basin | 4,698 | 4,250 | ||||||
Barnett Shale | 3,906 | 3,638 | ||||||
Piceance Basin | 11,205 | 9,811 | ||||||
Total reportable segments | 21,977 | 19,500 | ||||||
Corporate | 166 | 142 | ||||||
Total depreciation and amortization | $ | 22,143 | $ | 19,642 | ||||
Capital expenditures by reportable segment follow. | ||||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Capital expenditures: | ||||||||
Marcellus Shale | $ | 496 | $ | 4,431 | ||||
Williston Basin | 4,934 | 10,941 | ||||||
Barnett Shale | 893 | 7,721 | ||||||
Piceance Basin | 5,193 | 16,970 | ||||||
Total reportable segments | 11,516 | 40,063 | ||||||
Corporate | 398 | 37 | ||||||
Total capital expenditures | $ | 11,914 | $ | 40,100 | ||||
We assess the performance of our reportable segments based on segment adjusted EBITDA. We define segment adjusted EBITDA as total revenues less total costs and expenses; plus (i) other income excluding interest income, (ii) depreciation and amortization, (iii) adjustments related to minimum volume commitment ("MVC") shortfall payments, (iv) impairments and (v) other noncash expenses or losses, less other noncash income or gains. Segment adjusted EBITDA excludes the effect of allocated corporate expenses, such as certain general and administrative expenses (including compensation-related expenses and professional services fees) interest expense and income tax expense. | ||||||||
Adjustments related to MVC shortfall payments account for (i) the net increases or decreases in deferred revenue for MVC shortfall payments and (ii) our inclusion of expected annual MVC shortfall payments. We include a proportional amount of these historical or expected minimum volume commitment shortfall payments in each quarter prior to the quarter in which we actually recognize the shortfall payment. These adjustments have not been billed to our customers and are not recognized in our consolidated financial statements. | ||||||||
A reconciliation of income before income taxes to total reportable segment adjusted EBITDA follows. | ||||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Reconciliation of Income Before Income Taxes to Segment Adjusted EBITDA: | ||||||||
Income before income taxes | $ | 1,844 | $ | 6,532 | ||||
Add: | ||||||||
Interest expense | 12,118 | 7,144 | ||||||
Depreciation and amortization | 22,143 | 19,642 | ||||||
Amortization of favorable and unfavorable contracts | 251 | 226 | ||||||
Allocated corporate expenses | 5,857 | 2,555 | ||||||
Adjustments related to MVC shortfall payments | 12,340 | 12,013 | ||||||
Unit-based compensation | 1,312 | 1,063 | ||||||
Less: | ||||||||
Interest income | 1 | 1 | ||||||
Total reportable segment adjusted EBITDA | $ | 55,864 | $ | 49,174 | ||||
Segment adjusted EBITDA by reportable segment follows. | ||||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Reportable segment adjusted EBITDA: | ||||||||
Marcellus Shale | $ | 6,535 | $ | 3,883 | ||||
Williston Basin | 5,333 | 4,676 | ||||||
Barnett Shale | 16,760 | 15,034 | ||||||
Piceance Basin | 27,236 | 25,581 | ||||||
Total reportable segment adjusted EBITDA | $ | 55,864 | $ | 49,174 | ||||
PROPERTY_PLANT_AND_EQUIPMENT_N
PROPERTY, PLANT, AND EQUIPMENT, NET | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
PROPERTY, PLANT, AND EQUIPMENT, NET | PROPERTY, PLANT, AND EQUIPMENT, NET | |||||||||
Details on property, plant, and equipment, net follow. | ||||||||||
Useful lives (In years) | March 31, | December 31, | ||||||||
2015 | 2014 | |||||||||
(Dollars in thousands) | ||||||||||
Natural gas gathering and processing systems | 30 | $ | 884,890 | $ | 881,235 | |||||
Compressor stations and compression equipment | 30 | 412,978 | 410,906 | |||||||
Construction in progress | n/a | 37,566 | 33,177 | |||||||
Other | 15-Apr | 27,929 | 27,345 | |||||||
Total | 1,363,363 | 1,352,663 | ||||||||
Less: accumulated depreciation | 129,134 | 117,011 | ||||||||
Property, plant, and equipment, net | $ | 1,234,229 | $ | 1,235,652 | ||||||
Construction in progress is depreciated consistent with its applicable asset class once it is placed in service. Depreciation expense related to property, plant, and equipment and capitalized interest were as follows: | ||||||||||
Three months ended March 31, | ||||||||||
2015 | 2014 | |||||||||
(In thousands) | ||||||||||
Depreciation expense | $ | 12,123 | $ | 10,521 | ||||||
Capitalized interest | 341 | 1,358 | ||||||||
AMORTIZING_INTANGIBLE_ASSETS
AMORTIZING INTANGIBLE ASSETS | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||
AMORTIZING INTANGIBLE ASSETS | INTANGIBLE ASSETS | |||||||||||||
Intangible assets subject to amortization were as follows: | ||||||||||||||
March 31, 2015 | ||||||||||||||
Useful lives | Gross carrying amount | Accumulated amortization | Net | |||||||||||
(In years) | ||||||||||||||
(Dollars in thousands) | ||||||||||||||
Favorable gas gathering contracts | 18.7 | $ | 24,195 | $ | (8,482 | ) | $ | 15,713 | ||||||
Contract intangibles | 12.5 | 426,464 | (84,548 | ) | 341,916 | |||||||||
Rights-of-way | 24.2 | 112,903 | (13,602 | ) | 99,301 | |||||||||
Total intangible assets | $ | 563,562 | $ | (106,632 | ) | $ | 456,930 | |||||||
Unfavorable gas gathering contract | 10 | $ | 10,962 | $ | (5,560 | ) | $ | 5,402 | ||||||
December 31, 2014 | ||||||||||||||
Useful lives | Gross carrying amount | Accumulated amortization | Net | |||||||||||
(In years) | ||||||||||||||
(Dollars in thousands) | ||||||||||||||
Favorable gas gathering contracts | 18.7 | $ | 24,195 | $ | (8,056 | ) | $ | 16,139 | ||||||
Contract intangibles | 12.5 | 426,464 | (75,713 | ) | 350,751 | |||||||||
Rights-of-way | 24.2 | 112,393 | (12,417 | ) | 99,976 | |||||||||
Total intangible assets | $ | 563,052 | $ | (96,186 | ) | $ | 466,866 | |||||||
Unfavorable gas gathering contract | 10 | $ | 10,962 | $ | (5,385 | ) | $ | 5,577 | ||||||
We recognized amortization expense in revenues as follows: | ||||||||||||||
Three months ended March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Amortization expense – favorable gas gathering contracts | $ | (426 | ) | $ | (434 | ) | ||||||||
Amortization expense – unfavorable gas gathering contract | 175 | 208 | ||||||||||||
Amortization of favorable and unfavorable contracts | $ | (251 | ) | $ | (226 | ) | ||||||||
We recognized amortization expense in costs and expenses as follows: | ||||||||||||||
Three months ended March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Amortization expense – contract intangibles | $ | 8,835 | $ | 7,962 | ||||||||||
Amortization expense – rights-of-way | 1,185 | 1,159 | ||||||||||||
The estimated aggregate annual amortization expected to be recognized for the remainder of 2015 and each of the four succeeding fiscal years follows. | ||||||||||||||
Intangible assets | Unfavorable gas gathering contract | |||||||||||||
(In thousands) | ||||||||||||||
2015 | $ | 31,401 | $ | 530 | ||||||||||
2016 | 41,867 | 924 | ||||||||||||
2017 | 40,719 | 1,047 | ||||||||||||
2018 | 40,173 | 1,035 | ||||||||||||
2019 | 40,418 | 1,045 | ||||||||||||
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL |
We evaluate goodwill for impairment annually on September 30 and whenever events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. There have been no impairments of goodwill during the three months ended March 31, 2015. | |
Fourth Quarter 2014 Goodwill Impairment. In the first quarter of 2015, we finalized our calculations of the fair values of the identified assets and liabilities in step two of the December 31, 2014 goodwill impairment testing for the Bison Midstream reporting unit. This process confirmed the preliminary goodwill impairment of $54.2 million that was recognized as of December 31, 2014. |
DEFERRED_REVENUE
DEFERRED REVENUE | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Deferred Revenue Disclosure [Abstract] | ||||||||||||||||
Deferred Revenue | DEFERRED REVENUE | |||||||||||||||
A rollforward of current deferred revenue follows. | ||||||||||||||||
Williston Basin | Barnett | Piceance | Total | |||||||||||||
Shale | Basin | current | ||||||||||||||
(In thousands) | ||||||||||||||||
Current deferred revenue, January 1, 2015 | $ | — | $ | 2,377 | $ | — | $ | 2,377 | ||||||||
Additions | — | 322 | — | 322 | ||||||||||||
Less: revenue recognized due to usage | — | 322 | — | 322 | ||||||||||||
Current deferred revenue, March 31, 2015 | $ | — | $ | 2,377 | $ | — | $ | 2,377 | ||||||||
A rollforward of noncurrent deferred revenue follows. | ||||||||||||||||
Williston Basin | Barnett | Piceance | Total noncurrent | |||||||||||||
Shale | Basin | |||||||||||||||
(In thousands) | ||||||||||||||||
Noncurrent deferred revenue, January 1, 2015 | $ | 17,132 | $ | — | $ | 38,107 | $ | 55,239 | ||||||||
Additions | — | — | 3,772 | 3,772 | ||||||||||||
Less: revenue recognized due to usage | 27 | — | — | 27 | ||||||||||||
Noncurrent deferred revenue, March 31, 2015 | $ | 17,105 | $ | — | $ | 41,879 | $ | 58,984 | ||||||||
As of March 31, 2015, accounts receivable included $2.5 million of shortfall billings related to MVC arrangements that can be utilized to offset gathering fees in subsequent periods. Noncurrent deferred revenue at March 31, 2015 represents amounts that provide certain customers the ability to offset their gathering fees over a period up to seven years to the extent that the customer's throughput volumes exceeds its MVC. |
LONGTERM_DEBT
LONG-TERM DEBT | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||
LONG-TERM DEBT | LONG-TERM DEBT | |||||||||||||||
Long-term debt consisted of the following: | ||||||||||||||||
March 31, | December 31, | |||||||||||||||
2015 | 2014 | |||||||||||||||
(In thousands) | ||||||||||||||||
Variable rate senior secured revolving credit facility (2.43% at March 31, 2015 and 2.67% at December 31, 2014) due November 2018 | $ | 196,000 | $ | 208,000 | ||||||||||||
5.50% Senior unsecured notes due August 2022 | 300,000 | 300,000 | ||||||||||||||
7.50% Senior unsecured notes due July 2021 | 300,000 | 300,000 | ||||||||||||||
Total long-term debt | $ | 796,000 | $ | 808,000 | ||||||||||||
Revolving Credit Facility. We have a senior secured revolving credit facility which allows for revolving loans, letters of credit and swingline loans (the "revolving credit facility"). The revolving credit facility has a $700.0 million borrowing capacity, matures in November 2018, and includes a $200.0 million accordion feature. It is secured by the membership interests of Summit Holdings and those of its subsidiaries. Substantially all of the assets of Summit Holdings and its subsidiaries are pledged as collateral under the revolving credit facility. The revolving credit facility, and Summit Holdings' obligations, are guaranteed by SMLP and each of its subsidiaries. | ||||||||||||||||
As of March 31, 2015, we were in compliance with the revolving credit facility's covenants. There were no defaults or events of default during the three months ended March 31, 2015. | ||||||||||||||||
Senior Notes. In July 2014, Summit Holdings and its 100% owned finance subsidiary, Summit Midstream Finance Corp. ("Finance Corp.," together with Summit Holdings, the "Co-Issuers"), co-issued $300.0 million of 5.50% senior unsecured notes maturing August 15, 2022 (the "5.5% senior notes"). In June 2013, the Co-Issuers co-issued $300.0 million of 7.50% senior unsecured notes maturing July 1, 2021 (the "7.5% senior notes"). | ||||||||||||||||
SMLP and all of its subsidiaries other than the Co-Issuers (the "Guarantors") have fully and unconditionally and jointly and severally guaranteed the 5.5% senior notes and the 7.5% senior notes. SMLP has no independent assets or operations. Summit Holdings has no assets or operations other than its ownership of its wholly owned subsidiaries and activities associated with its borrowings under the revolving credit facility, the 5.5% senior notes and the 7.5% senior notes. Finance Corp. has no independent assets or operations and was formed for the sole purpose of being a co-issuer of certain of Summit Holdings' indebtedness, including the 5.5% senior notes and the 7.5% senior notes. There are no significant restrictions on the ability of SMLP or Summit Holdings to obtain funds from their subsidiaries by dividend or loan. | ||||||||||||||||
As of March 31, 2015, we were in compliance with the covenants of the 5.5% senior notes and the 7.5% senior notes. There were no defaults or events of default during the three months ended March 31, 2015. | ||||||||||||||||
Fair Value of Debt Instruments. A summary of the estimated fair value of our debt financial instruments follows. | ||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
value | fair value (Level 2) | value | fair value (Level 2) | |||||||||||||
(In thousands) | ||||||||||||||||
Revolving credit facility | $ | 196,000 | $ | 196,000 | $ | 208,000 | $ | 208,000 | ||||||||
5.5% Senior notes | 300,000 | 283,250 | 300,000 | 281,750 | ||||||||||||
7.5% Senior notes | 300,000 | 310,625 | 300,000 | 306,750 | ||||||||||||
The revolving credit facility’s carrying value on the balance sheet is its fair value due to its floating interest rate. The fair value for the senior notes is based on an average of nonbinding broker quotes as of March 31, 2015 and December 31, 2014. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value of the senior notes. |
PARTNERS_CAPITAL
PARTNERS' CAPITAL | 3 Months Ended | ||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||
PARTNERS' CAPITAL | PARTNERS' CAPITAL | ||||||||||||||||||||||||||
Partners' Capital | |||||||||||||||||||||||||||
A rollforward of the number of common limited partner, subordinated limited partner and general partner units follows. | |||||||||||||||||||||||||||
Common | Subordinated | General partner | Total | ||||||||||||||||||||||||
Units, January 1, 2015 | 34,426,513 | 24,409,850 | 1,200,651 | 60,037,014 | |||||||||||||||||||||||
Units issued under SMLP LTIP (1) | 68,955 | — | — | 68,955 | |||||||||||||||||||||||
Units, March 31, 2015 | 34,495,468 | 24,409,850 | 1,200,651 | 60,105,969 | |||||||||||||||||||||||
__________ | |||||||||||||||||||||||||||
(1) Net of 19,175 units withheld to meet minimum statutory tax withholding requirements | |||||||||||||||||||||||||||
Red Rock Drop Down. On March 18, 2014, SMLP acquired 100% of the membership interests in Red Rock Gathering from a subsidiary of Summit Investments. SMLP paid total cash consideration of $307.9 million (including working capital adjustments accrued in December 2014 and cash settled in February 2015) in exchange for Summit Investments' net investment in Red Rock Gathering. As a result of the excess of the purchase price over acquired carrying value of Red Rock Gathering, SMLP recognized a capital distribution to Summit Investments. The calculation of the capital distribution and its allocation to partners' capital follow (in thousands). | |||||||||||||||||||||||||||
Summit Investments' net investment in Red Rock Gathering | $ | 241,817 | |||||||||||||||||||||||||
Total cash consideration paid to a subsidiary of Summit Investments | 307,941 | ||||||||||||||||||||||||||
Excess of purchase price over acquired carrying value of Red Rock Gathering | $ | (66,124 | ) | ||||||||||||||||||||||||
Allocation of capital distribution: | |||||||||||||||||||||||||||
General partner interest | $ | (1,323 | ) | ||||||||||||||||||||||||
Common limited partner interest | (37,910 | ) | |||||||||||||||||||||||||
Subordinated limited partner interest | (26,891 | ) | |||||||||||||||||||||||||
Partners' capital allocation | $ | (66,124 | ) | ||||||||||||||||||||||||
Details of cash distributions declared in 2015 follow. | |||||||||||||||||||||||||||
Attributable to the | Payment date | Per-unit distribution | Cash paid to common unitholders | Cash paid to subordinated unitholders | Cash paid to general partner | Cash paid for IDRs | Total distribution | ||||||||||||||||||||
quarter ended | |||||||||||||||||||||||||||
(In thousands, except per-unit amounts) | |||||||||||||||||||||||||||
December 31, 2014 | February 13, 2015 | $ | 0.56 | $ | 19,279 | $ | 13,670 | $ | 702 | $ | 1,442 | $ | 35,093 | ||||||||||||||
On April 23, 2015, the board of directors of our general partner declared a distribution of $0.565 per unit attributable to the quarter ended March 31, 2015. The distribution will be paid in accordance with the third target distribution level on May 15, 2015 to unitholders of record at the close of business on May 8, 2015. |
EARNINGS_PER_UNIT
EARNINGS PER UNIT | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
EARNINGS PER UNIT | EARNINGS PER UNIT | |||||||
The following table details the components of earnings per limited partner unit. | ||||||||
Three months ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands, except per-unit amounts) | ||||||||
Net income attributable to limited partners | $ | 99 | $ | 3,114 | ||||
Numerator for basic and diluted EPU: | ||||||||
Allocation of net income among limited partner interests: | ||||||||
Net income attributable to common units | $ | 69 | $ | 2,508 | ||||
Net income attributable to subordinated units | 30 | 606 | ||||||
Net income attributable to limited partners | $ | 99 | $ | 3,114 | ||||
Denominator for basic and diluted EPU: | ||||||||
Weighted-average common units outstanding – basic | 34,439 | 29,912 | ||||||
Effect of nonvested phantom units | 146 | 156 | ||||||
Weighted-average common units outstanding – diluted | 34,585 | 30,068 | ||||||
Weighted-average subordinated units outstanding – basic and diluted | 24,410 | 24,410 | ||||||
Earnings per limited partner unit: | ||||||||
Common unit – basic | $ | 0 | $ | 0.08 | ||||
Common unit – diluted | $ | 0 | $ | 0.08 | ||||
Subordinated unit – basic and diluted | $ | 0 | $ | 0.02 | ||||
We excluded 8,524 units in our calculation of the effect of nonvested phantom units for the three months ended March 31, 2015 because they were anti-dilutive. There were no anti-dilutive units during the three months ended March 31, 2014. |
UNITBASED_COMPENSATION
UNIT-BASED COMPENSATION | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||
UNIT-BASED COMPENSATION | UNIT-BASED COMPENSATION | ||||||
SMLP Long-Term Incentive Plan. The SMLP Long-Term Incentive Plan (the "SMLP LTIP") provides for equity awards to eligible officers, employees, consultants and directors of our general partner and its affiliates. As of March 31, 2015, approximately 4.4 million common units remained available for future issuance. | |||||||
The following table presents activity under the SMLP LTIP. | |||||||
Three months ended March 31, 2015 | |||||||
Units | Weighted-average grant date | ||||||
fair value | |||||||
Nonvested phantom units, beginning of period | 336,202 | $ | 30.61 | ||||
Phantom units granted (1) | 200,283 | 33.94 | |||||
Phantom units vested | (89,107 | ) | 34.07 | ||||
Phantom units forfeited | (2,106 | ) | 36.36 | ||||
Nonvested phantom units, end of period | 445,272 | $ | 31.39 | ||||
__________ | |||||||
(1) Grants vest ratably over a three-year period. | |||||||
As of March 31, 2015, the unrecognized unit-based compensation related to the SMLP LTIP was $9.5 million. Incremental unit-based compensation will be recorded in general and administrative expense over the remaining vesting period of approximately 3.0 years. Due to the limited and immaterial forfeiture history associated with the grants under the SMLP LTIP, no forfeitures were assumed in the determination of estimated compensation expense. |
CONCENTRATIONS_OF_RISK
CONCENTRATIONS OF RISK | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Risks and Uncertainties [Abstract] | ||||||
CONCENTRATIONS OF RISK | CONCENTRATIONS OF RISK | |||||
Financial instruments that potentially subject us to concentrations of credit risk consist of cash and accounts receivable. We maintain our cash in bank deposit accounts that frequently exceed federally insured limits. We have not experienced any losses in such accounts and do not believe we are exposed to any significant risk. | ||||||
Accounts receivable primarily comprise natural gas gathering, treating and processing services we provide to our customers and also the sale of natural gas liquids resulting from our processing services. This industry concentration has the potential to impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic, industry or other conditions. We monitor the creditworthiness of our counterparties and can require letters of credit for receivables from counterparties that are judged to have substandard credit, unless the credit risk can otherwise be mitigated. | ||||||
Counterparties accounting for more than 10% of total revenues were as follows: | ||||||
Three months ended March 31, | ||||||
2015 | 2014 | |||||
Revenue: | ||||||
Counterparty A - Piceance Basin | 16 | % | 17 | % | ||
Counterparty B - Williston Basin | * | 10 | % | |||
Counterparty C - Barnett Shale | 11 | % | 11 | % | ||
Counterparty D - Williston Basin | * | * | ||||
Counterparty E - Marcellus Shale | 11 | % | * | |||
Counterparty F - Piceance Basin | * | * | ||||
__________ | ||||||
* Less than 10% | ||||||
Counterparties accounting for more than 10% of total accounts receivable were as follows: | ||||||
March 31, | December 31, | |||||
2015 | 2014 | |||||
Accounts receivable: | ||||||
Counterparty A - Piceance Basin | 15 | % | 29 | % | ||
Counterparty B - Williston Basin | * | * | ||||
Counterparty C - Barnett Shale | 12 | % | * | |||
Counterparty D - Williston Basin | * | 14 | % | |||
Counterparty E - Marcellus Shale | 14 | % | 10 | % | ||
Counterparty F - Piceance Basin | 13 | % | * | |||
__________ | ||||||
* Less than 10% |
RELATEDPARTY_TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Related Party Transactions [Abstract] | ||||||||
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS | |||||||
Reimbursement of Expenses from General Partner. Our general partner and its affiliates do not receive a management fee or other compensation in connection with the management of our business, but will be reimbursed for expenses incurred on our behalf. Under our partnership agreement, we reimburse our general partner and its affiliates for certain expenses incurred on our behalf, including, without limitation, salary, bonus, incentive compensation and other amounts paid to our general partner's employees and executive officers who perform services necessary to run our business. Our partnership agreement provides that our general partner will determine in good faith the expenses that are allocable to us. Due to affiliate on the consolidated balance sheet represents the payables to our general partner for expenses incurred by it and paid on our behalf. | ||||||||
Expenses incurred by the general partner and reimbursed by us under our partnership agreement were as follows: | ||||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Operation and maintenance expense | $ | 4,767 | $ | 3,892 | ||||
General and administrative expense | 4,681 | 4,906 | ||||||
Red Rock Gathering Expenses. During the period from January 1, 2014 to March 18, 2014, Summit Investments incurred interest expense that was related to capital projects at Red Rock Gathering. As such, the associated interest expense was allocated to Red Rock Gathering as a noncash contribution and capitalized into the basis of the asset. | ||||||||
Prior to the Red Rock Drop Down, Summit Investments incurred certain support expenses and capital expenditures on behalf of Red Rock Gathering during the three months ended March 31, 2014. These transactions were settled periodically through membership interests prior to the Red Rock Drop Down. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES | |||||||
Operating Leases. Rent expense related to operating leases, including rent expense incurred on our behalf and allocated to us by Summit Investments, was as follows: | ||||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Rent expense | $ | 358 | $ | 354 | ||||
Environmental Matters. There are no material liabilities related to environmental remediation costs, arising from claims, assessments, litigation, fines, or penalties and other sources in the accompanying financial statements at March 31, 2015 or December 31, 2014. However, we can provide no assurance that significant costs and liabilities will not be incurred in the future. We are currently not aware of any material contingent liabilities that exist with respect to environmental matters. | ||||||||
Legal Proceedings. The Partnership is involved in various litigation and administrative proceedings arising in the normal course of business. In the opinion of management, any liabilities that may result from these claims or those arising in the normal course of business would not individually or in the aggregate have a material adverse effect on its financial position or results of operations. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Business Combinations [Abstract] | ||||
Acquisitions | ACQUISITIONS | |||
Red Rock Gathering System. On March 18, 2014, the Partnership acquired Red Rock Gathering from a subsidiary of Summit Investments, subject to customary working capital adjustments. The Partnership paid total cash consideration of $307.9 million, comprising $305.0 million at the date of acquisition and $2.9 million of working capital adjustments that were recognized in due to affiliate as of December 31, 2014 and settled in February 2015. Because of the common control aspects of the drop down transaction, the Red Rock Gathering acquisition was deemed a transaction between entities under common control and, as such, was accounted for on an “as if pooled” basis for all periods in which common control existed. SMLP’s financial results retrospectively include Red Rock’s financial results for all periods ending after October 23, 2012, the date Summit Investments acquired its interests, and before March 18, 2014. | ||||
Supplemental Disclosures – As-If Pooled Basis. As noted above, SMLP's acquisition of Red Rock Gathering was a transaction between commonly controlled entities, which required that SMLP account for the acquisition in a manner similar to a pooling of interests. As a result, the historical financial statements of the Partnership and Red Rock Gathering have been combined to reflect the historical operations, financial position and cash flows from the date common control began. Revenues and net income for the previously separate entities and the combined amounts for the three months ended March 31, 2014, as presented in these consolidated financial statements follow. | ||||
Three months | ||||
ended | ||||
31-Mar-14 | ||||
(In thousands) | ||||
SMLP revenues | $ | 64,889 | ||
Red Rock Gathering revenues | 11,313 | |||
Combined revenues | $ | 76,202 | ||
SMLP net income | $ | 3,545 | ||
Red Rock Gathering net income | 2,828 | |||
Combined net income | $ | 6,373 | ||
Subsequent Event. On May 6, 2015, the Partnership signed a contribution agreement whereby Bison Midstream will acquire the equity interests of certain subsidiaries of Summit Investments for total cash consideration of $255.0 million, subject to customary purchase price adjustments (the “Bakken Drop Down”). The assets to be acquired as a result of the Bakken Drop Down include certain crude oil and produced water gathering systems and transmission pipelines located in the Williston Basin ("Polar & Divide"). Subject to the achievement of certain development milestones, SMLP will also have an option to acquire a crude oil transmission project currently under development in the Williston Basin from a subsidiary of Summit Investments for $35.0 million. The Bakken Drop Down transaction is expected to close before May 31, 2015. | ||||
Because of the common control aspects in a drop down transaction, the acquisition is expected to be deemed a transaction between entities under common control and, as such, will be accounted for on an “as if pooled” basis for all periods in which common control existed. Upon closing the acquisition, SMLP’s financial results will retrospectively include the combined financial results of Polar & Divide for all periods ending after February 15, 2013. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Presentation and Consolidation. We prepare our unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These principles are established by the Financial Accounting Standards Board (the "FASB"). The unaudited condensed consolidated financial statements 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. |
We make 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 revenue and expense, and the disclosure of contingencies. Although management believes these estimates are reasonable, actual results could differ from its estimates. | |
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and the regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are adequate to make the information not misleading. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments, including normal recurring accruals, which are necessary to fairly present the consolidated balance sheets as of March 31, 2015, the consolidated statements of operations for the three-month periods ended March 31, 2015 and 2014, and the consolidated statements of partners' capital and cash flows for the three-month periods ended March 31, 2015 and 2014. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are included in our annual report on Form 10-K for the year ended December 31, 2014 as filed with the SEC on March 2, 2015 (the "2014 Annual Report"). The results of operations for an interim period are not necessarily indicative of results expected for a full year. | |
Principles of Consolidation | SMLP acquired Red Rock Gathering Company, LLC ("Red Rock Gathering"), a natural gas gathering and processing system operating in the Piceance Basin, from a subsidiary of Summit Investments in March 2014. SMLP recognized its acquisition of Red Rock Gathering (the "Red Rock Drop Down") at Summit Investments' historical cost because the acquisition was executed by entities under common control. The excess of the purchase price paid by SMLP over Summit Investments' net investment in Red Rock Gathering was recognized as a reduction to partners' capital. Due to the common control aspect, the Red Rock Drop Down was accounted for by the Partnership on an “as-if pooled” basis for the periods during which common control existed. For the purposes of these unaudited condensed consolidated financial statements, SMLP's results of operations reflect the results of operations of Red Rock Gathering for all periods presented. |
Comprehensive Income | Comprehensive Income. Comprehensive income is the same as net income for all periods presented. |
Environmental Matters | Environmental Matters. We are subject to various federal, state and local laws and regulations relating to the protection of the environment. Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines, and penalties and other sources are charged to expense when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements. Accounting standard setters frequently issue new or revised accounting rules. We review new pronouncements to determine the impact, if any, on our financial statements. There are currently no recent pronouncements that have been issued that we believe may materially affect our financial statements, except as noted below. |
In May 2014, the FASB released a joint revenue recognition standard, Accounting Standards Update No. 2014-09 ("ASC Update 2014-09"). Under ASC Update 2014-09, revenue will be recognized under a five-step model: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to performance obligations; and (v) recognize revenue when (or as) we satisfy a performance obligation. This new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and interim and annual periods thereafter. Early adoption is not permitted. We are currently in the process of evaluating the impact of this update. | |
In April 2015, the FASB issued Accounting Standards Update No. 2015-03 ("ASC Update 2015-30") Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Under ASC Update 2015-03, entities that have historically presented debt issuance costs as an asset, related to a recognized debt liability, will be required to present those costs as a direct deduction from the carrying amount of that debt liability. This presentation will result in debt issuance cost being presented the same way debt discounts have historically been handled. This new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and interim and annual periods thereafter. Early adoption is permitted. We are currently in the process of evaluating the impact of this update. |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Segment Reporting [Abstract] | ||||||||
Schedule of assets by reportable segment | Assets by reportable segment follow. | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Assets: | ||||||||
Marcellus Shale | $ | 243,391 | $ | 243,884 | ||||
Williston Basin | 296,870 | 311,041 | ||||||
Barnett Shale | 425,142 | 428,935 | ||||||
Piceance Basin | 843,054 | 872,437 | ||||||
Total reportable segment assets | 1,808,457 | 1,856,297 | ||||||
Corporate | 20,531 | 38,577 | ||||||
Total assets | $ | 1,828,988 | $ | 1,894,874 | ||||
Schedule of segment reporting information | Segment adjusted EBITDA by reportable segment follows. | |||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Reportable segment adjusted EBITDA: | ||||||||
Marcellus Shale | $ | 6,535 | $ | 3,883 | ||||
Williston Basin | 5,333 | 4,676 | ||||||
Barnett Shale | 16,760 | 15,034 | ||||||
Piceance Basin | 27,236 | 25,581 | ||||||
Total reportable segment adjusted EBITDA | $ | 55,864 | $ | 49,174 | ||||
Revenues by reportable segment follow. | ||||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Revenues: | ||||||||
Marcellus Shale | $ | 7,840 | $ | 5,356 | ||||
Williston Basin | 8,908 | 16,763 | ||||||
Barnett Shale | 23,897 | 23,037 | ||||||
Piceance Basin | 27,934 | 31,046 | ||||||
Total reportable segment revenues and total revenues | $ | 68,579 | $ | 76,202 | ||||
Depreciation and amortization by reportable segment follow. | ||||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Depreciation and amortization: | ||||||||
Marcellus Shale | $ | 2,168 | $ | 1,801 | ||||
Williston Basin | 4,698 | 4,250 | ||||||
Barnett Shale | 3,906 | 3,638 | ||||||
Piceance Basin | 11,205 | 9,811 | ||||||
Total reportable segments | 21,977 | 19,500 | ||||||
Corporate | 166 | 142 | ||||||
Total depreciation and amortization | $ | 22,143 | $ | 19,642 | ||||
Capital expenditures by reportable segment follow. | ||||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Capital expenditures: | ||||||||
Marcellus Shale | $ | 496 | $ | 4,431 | ||||
Williston Basin | 4,934 | 10,941 | ||||||
Barnett Shale | 893 | 7,721 | ||||||
Piceance Basin | 5,193 | 16,970 | ||||||
Total reportable segments | 11,516 | 40,063 | ||||||
Corporate | 398 | 37 | ||||||
Total capital expenditures | $ | 11,914 | $ | 40,100 | ||||
Reconciliation of net income to adjusted EBITDA | A reconciliation of income before income taxes to total reportable segment adjusted EBITDA follows. | |||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Reconciliation of Income Before Income Taxes to Segment Adjusted EBITDA: | ||||||||
Income before income taxes | $ | 1,844 | $ | 6,532 | ||||
Add: | ||||||||
Interest expense | 12,118 | 7,144 | ||||||
Depreciation and amortization | 22,143 | 19,642 | ||||||
Amortization of favorable and unfavorable contracts | 251 | 226 | ||||||
Allocated corporate expenses | 5,857 | 2,555 | ||||||
Adjustments related to MVC shortfall payments | 12,340 | 12,013 | ||||||
Unit-based compensation | 1,312 | 1,063 | ||||||
Less: | ||||||||
Interest income | 1 | 1 | ||||||
Total reportable segment adjusted EBITDA | $ | 55,864 | $ | 49,174 | ||||
PROPERTY_PLANT_AND_EQUIPMENT_N1
PROPERTY, PLANT, AND EQUIPMENT, NET (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Schedule of property, plant, and equipment, net | Details on property, plant, and equipment, net follow. | |||||||||
Useful lives (In years) | March 31, | December 31, | ||||||||
2015 | 2014 | |||||||||
(Dollars in thousands) | ||||||||||
Natural gas gathering and processing systems | 30 | $ | 884,890 | $ | 881,235 | |||||
Compressor stations and compression equipment | 30 | 412,978 | 410,906 | |||||||
Construction in progress | n/a | 37,566 | 33,177 | |||||||
Other | 15-Apr | 27,929 | 27,345 | |||||||
Total | 1,363,363 | 1,352,663 | ||||||||
Less: accumulated depreciation | 129,134 | 117,011 | ||||||||
Property, plant, and equipment, net | $ | 1,234,229 | $ | 1,235,652 | ||||||
Schedule of depreciation expense related to property, plant and equipment and capitalized interest | Depreciation expense related to property, plant, and equipment and capitalized interest were as follows: | |||||||||
Three months ended March 31, | ||||||||||
2015 | 2014 | |||||||||
(In thousands) | ||||||||||
Depreciation expense | $ | 12,123 | $ | 10,521 | ||||||
Capitalized interest | 341 | 1,358 | ||||||||
AMORTIZING_INTANGIBLE_ASSETS_T
AMORTIZING INTANGIBLE ASSETS (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||
Schedule of identifiable intangible assets and a noncurrent liability, which are subject to amortization | Intangible assets subject to amortization were as follows: | |||||||||||||
March 31, 2015 | ||||||||||||||
Useful lives | Gross carrying amount | Accumulated amortization | Net | |||||||||||
(In years) | ||||||||||||||
(Dollars in thousands) | ||||||||||||||
Favorable gas gathering contracts | 18.7 | $ | 24,195 | $ | (8,482 | ) | $ | 15,713 | ||||||
Contract intangibles | 12.5 | 426,464 | (84,548 | ) | 341,916 | |||||||||
Rights-of-way | 24.2 | 112,903 | (13,602 | ) | 99,301 | |||||||||
Total intangible assets | $ | 563,562 | $ | (106,632 | ) | $ | 456,930 | |||||||
Unfavorable gas gathering contract | 10 | $ | 10,962 | $ | (5,560 | ) | $ | 5,402 | ||||||
December 31, 2014 | ||||||||||||||
Useful lives | Gross carrying amount | Accumulated amortization | Net | |||||||||||
(In years) | ||||||||||||||
(Dollars in thousands) | ||||||||||||||
Favorable gas gathering contracts | 18.7 | $ | 24,195 | $ | (8,056 | ) | $ | 16,139 | ||||||
Contract intangibles | 12.5 | 426,464 | (75,713 | ) | 350,751 | |||||||||
Rights-of-way | 24.2 | 112,393 | (12,417 | ) | 99,976 | |||||||||
Total intangible assets | $ | 563,052 | $ | (96,186 | ) | $ | 466,866 | |||||||
Unfavorable gas gathering contract | 10 | $ | 10,962 | $ | (5,385 | ) | $ | 5,577 | ||||||
Schedule of recognized amortization expense within the statements of operations | We recognized amortization expense in revenues as follows: | |||||||||||||
Three months ended March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Amortization expense – favorable gas gathering contracts | $ | (426 | ) | $ | (434 | ) | ||||||||
Amortization expense – unfavorable gas gathering contract | 175 | 208 | ||||||||||||
Amortization of favorable and unfavorable contracts | $ | (251 | ) | $ | (226 | ) | ||||||||
We recognized amortization expense in costs and expenses as follows: | ||||||||||||||
Three months ended March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
(In thousands) | ||||||||||||||
Amortization expense – contract intangibles | $ | 8,835 | $ | 7,962 | ||||||||||
Amortization expense – rights-of-way | 1,185 | 1,159 | ||||||||||||
Schedule of estimated aggregate amortization of intangible assets and the noncurrent liability for each of the five succeeding fiscal years | The estimated aggregate annual amortization expected to be recognized for the remainder of 2015 and each of the four succeeding fiscal years follows. | |||||||||||||
Intangible assets | Unfavorable gas gathering contract | |||||||||||||
(In thousands) | ||||||||||||||
2015 | $ | 31,401 | $ | 530 | ||||||||||
2016 | 41,867 | 924 | ||||||||||||
2017 | 40,719 | 1,047 | ||||||||||||
2018 | 40,173 | 1,035 | ||||||||||||
2019 | 40,418 | 1,045 | ||||||||||||
DEFERRED_REVENUE_Tables
DEFERRED REVENUE (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Deferred Revenue Disclosure [Abstract] | ||||||||||||||||
Rollforward of deferred revenue | A rollforward of current deferred revenue follows. | |||||||||||||||
Williston Basin | Barnett | Piceance | Total | |||||||||||||
Shale | Basin | current | ||||||||||||||
(In thousands) | ||||||||||||||||
Current deferred revenue, January 1, 2015 | $ | — | $ | 2,377 | $ | — | $ | 2,377 | ||||||||
Additions | — | 322 | — | 322 | ||||||||||||
Less: revenue recognized due to usage | — | 322 | — | 322 | ||||||||||||
Current deferred revenue, March 31, 2015 | $ | — | $ | 2,377 | $ | — | $ | 2,377 | ||||||||
A rollforward of noncurrent deferred revenue follows. | ||||||||||||||||
Williston Basin | Barnett | Piceance | Total noncurrent | |||||||||||||
Shale | Basin | |||||||||||||||
(In thousands) | ||||||||||||||||
Noncurrent deferred revenue, January 1, 2015 | $ | 17,132 | $ | — | $ | 38,107 | $ | 55,239 | ||||||||
Additions | — | — | 3,772 | 3,772 | ||||||||||||
Less: revenue recognized due to usage | 27 | — | — | 27 | ||||||||||||
Noncurrent deferred revenue, March 31, 2015 | $ | 17,105 | $ | — | $ | 41,879 | $ | 58,984 | ||||||||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||
Schedule of long-term debt instruments | Long-term debt consisted of the following: | |||||||||||||||
March 31, | December 31, | |||||||||||||||
2015 | 2014 | |||||||||||||||
(In thousands) | ||||||||||||||||
Variable rate senior secured revolving credit facility (2.43% at March 31, 2015 and 2.67% at December 31, 2014) due November 2018 | $ | 196,000 | $ | 208,000 | ||||||||||||
5.50% Senior unsecured notes due August 2022 | 300,000 | 300,000 | ||||||||||||||
7.50% Senior unsecured notes due July 2021 | 300,000 | 300,000 | ||||||||||||||
Total long-term debt | $ | 796,000 | $ | 808,000 | ||||||||||||
Summary of the estimated fair value of debt instruments | A summary of the estimated fair value of our debt financial instruments follows. | |||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
value | fair value (Level 2) | value | fair value (Level 2) | |||||||||||||
(In thousands) | ||||||||||||||||
Revolving credit facility | $ | 196,000 | $ | 196,000 | $ | 208,000 | $ | 208,000 | ||||||||
5.5% Senior notes | 300,000 | 283,250 | 300,000 | 281,750 | ||||||||||||
7.5% Senior notes | 300,000 | 310,625 | 300,000 | 306,750 | ||||||||||||
PARTNERS_CAPITAL_Tables
PARTNERS' CAPITAL (Tables) | 3 Months Ended | ||||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||||||
Schedule of Partner Units Activity | A rollforward of the number of common limited partner, subordinated limited partner and general partner units follows. | ||||||||||||||||||||||||||
Common | Subordinated | General partner | Total | ||||||||||||||||||||||||
Units, January 1, 2015 | 34,426,513 | 24,409,850 | 1,200,651 | 60,037,014 | |||||||||||||||||||||||
Units issued under SMLP LTIP (1) | 68,955 | — | — | 68,955 | |||||||||||||||||||||||
Units, March 31, 2015 | 34,495,468 | 24,409,850 | 1,200,651 | 60,105,969 | |||||||||||||||||||||||
__________ | |||||||||||||||||||||||||||
(1) Net of 19,175 units withheld to meet minimum statutory tax withholding requirements | |||||||||||||||||||||||||||
Details of Cash Distributions | Details of cash distributions declared in 2015 follow. | ||||||||||||||||||||||||||
Attributable to the | Payment date | Per-unit distribution | Cash paid to common unitholders | Cash paid to subordinated unitholders | Cash paid to general partner | Cash paid for IDRs | Total distribution | ||||||||||||||||||||
quarter ended | |||||||||||||||||||||||||||
(In thousands, except per-unit amounts) | |||||||||||||||||||||||||||
December 31, 2014 | February 13, 2015 | $ | 0.56 | $ | 19,279 | $ | 13,670 | $ | 702 | $ | 1,442 | $ | 35,093 | ||||||||||||||
Red Rock Gathering Company, LLC | |||||||||||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||||||||||
Calculation of capital distribution and its allocation to partners' capital | The calculation of the capital distribution and its allocation to partners' capital follow (in thousands). | ||||||||||||||||||||||||||
Summit Investments' net investment in Red Rock Gathering | $ | 241,817 | |||||||||||||||||||||||||
Total cash consideration paid to a subsidiary of Summit Investments | 307,941 | ||||||||||||||||||||||||||
Excess of purchase price over acquired carrying value of Red Rock Gathering | $ | (66,124 | ) | ||||||||||||||||||||||||
Allocation of capital distribution: | |||||||||||||||||||||||||||
General partner interest | $ | (1,323 | ) | ||||||||||||||||||||||||
Common limited partner interest | (37,910 | ) | |||||||||||||||||||||||||
Subordinated limited partner interest | (26,891 | ) | |||||||||||||||||||||||||
Partners' capital allocation | $ | (66,124 | ) | ||||||||||||||||||||||||
EARNINGS_PER_UNIT_Tables
EARNINGS PER UNIT (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of earnings per Unit | The following table details the components of earnings per limited partner unit. | |||||||
Three months ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands, except per-unit amounts) | ||||||||
Net income attributable to limited partners | $ | 99 | $ | 3,114 | ||||
Numerator for basic and diluted EPU: | ||||||||
Allocation of net income among limited partner interests: | ||||||||
Net income attributable to common units | $ | 69 | $ | 2,508 | ||||
Net income attributable to subordinated units | 30 | 606 | ||||||
Net income attributable to limited partners | $ | 99 | $ | 3,114 | ||||
Denominator for basic and diluted EPU: | ||||||||
Weighted-average common units outstanding – basic | 34,439 | 29,912 | ||||||
Effect of nonvested phantom units | 146 | 156 | ||||||
Weighted-average common units outstanding – diluted | 34,585 | 30,068 | ||||||
Weighted-average subordinated units outstanding – basic and diluted | 24,410 | 24,410 | ||||||
Earnings per limited partner unit: | ||||||||
Common unit – basic | $ | 0 | $ | 0.08 | ||||
Common unit – diluted | $ | 0 | $ | 0.08 | ||||
Subordinated unit – basic and diluted | $ | 0 | $ | 0.02 | ||||
UNITBASED_COMPENSATION_Tables
UNIT-BASED COMPENSATION (Tables) (Phantom Units) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Phantom Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Schedule of activity | The following table presents activity under the SMLP LTIP. | ||||||
Three months ended March 31, 2015 | |||||||
Units | Weighted-average grant date | ||||||
fair value | |||||||
Nonvested phantom units, beginning of period | 336,202 | $ | 30.61 | ||||
Phantom units granted (1) | 200,283 | 33.94 | |||||
Phantom units vested | (89,107 | ) | 34.07 | ||||
Phantom units forfeited | (2,106 | ) | 36.36 | ||||
Nonvested phantom units, end of period | 445,272 | $ | 31.39 | ||||
__________ | |||||||
(1) Grants vest ratably over a three-year period. |
CONCENTRATIONS_OF_RISK_Tables
CONCENTRATIONS OF RISK (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Revenue | Customer concentration | ||||||
CONCENTRATIONS OF RISK | ||||||
Schedule of customers accounting for more than 10% of total revenues and accounts receivable | Counterparties accounting for more than 10% of total revenues were as follows: | |||||
Three months ended March 31, | ||||||
2015 | 2014 | |||||
Revenue: | ||||||
Counterparty A - Piceance Basin | 16 | % | 17 | % | ||
Counterparty B - Williston Basin | * | 10 | % | |||
Counterparty C - Barnett Shale | 11 | % | 11 | % | ||
Counterparty D - Williston Basin | * | * | ||||
Counterparty E - Marcellus Shale | 11 | % | * | |||
Counterparty F - Piceance Basin | * | * | ||||
__________ | ||||||
* Less than 10% | ||||||
Accounts receivable | Credit concentration | ||||||
CONCENTRATIONS OF RISK | ||||||
Schedule of customers accounting for more than 10% of total revenues and accounts receivable | Counterparties accounting for more than 10% of total accounts receivable were as follows: | |||||
March 31, | December 31, | |||||
2015 | 2014 | |||||
Accounts receivable: | ||||||
Counterparty A - Piceance Basin | 15 | % | 29 | % | ||
Counterparty B - Williston Basin | * | * | ||||
Counterparty C - Barnett Shale | 12 | % | * | |||
Counterparty D - Williston Basin | * | 14 | % | |||
Counterparty E - Marcellus Shale | 14 | % | 10 | % | ||
Counterparty F - Piceance Basin | 13 | % | * | |||
__________ | ||||||
* Less than 10% |
RELATEDPARTY_TRANSACTIONS_Tabl
RELATED-PARTY TRANSACTIONS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Related Party Transactions [Abstract] | ||||||||
Schedules of Related Party Transactions | Expenses incurred by the general partner and reimbursed by us under our partnership agreement were as follows: | |||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Operation and maintenance expense | $ | 4,767 | $ | 3,892 | ||||
General and administrative expense | 4,681 | 4,906 | ||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Schedule of total rent expense related to operating leases | Rent expense related to operating leases, including rent expense incurred on our behalf and allocated to us by Summit Investments, was as follows: | |||||||
Three months ended March 31, | ||||||||
2015 | 2014 | |||||||
(In thousands) | ||||||||
Rent expense | $ | 358 | $ | 354 | ||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) (Red Rock Gathering Company, LLC) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Red Rock Gathering Company, LLC | ||||
Business Acquisition [Line Items] | ||||
Schedule of Revenue and Net Income Disclosures | Revenues and net income for the previously separate entities and the combined amounts for the three months ended March 31, 2014, as presented in these consolidated financial statements follow. | |||
Three months | ||||
ended | ||||
31-Mar-14 | ||||
(In thousands) | ||||
SMLP revenues | $ | 64,889 | ||
Red Rock Gathering revenues | 11,313 | |||
Combined revenues | $ | 76,202 | ||
SMLP net income | $ | 3,545 | ||
Red Rock Gathering net income | 2,828 | |||
Combined net income | $ | 6,373 | ||
ORGANIZATION_BUSINESS_OPERATIO1
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION (Details) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
ORGANIZATION AND BUSINESS OPERATIONS | ||
Common limited partner capital, units outstanding | 34,495,000 | 34,427,000 |
Common units | Summit Holdings | ||
ORGANIZATION AND BUSINESS OPERATIONS | ||
Common limited partner capital, units outstanding | 5,293,571 | |
General partner | ||
ORGANIZATION AND BUSINESS OPERATIONS | ||
General partner interest (as a percent) | 2.00% |
SEGMENT_INFORMATION_Assets_by_
SEGMENT INFORMATION - Assets by Reportable Segment (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ||
Assets | $1,828,988 | $1,894,874 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,808,457 | 1,856,297 |
Reportable Segments | Marcellus Shale Segment | ||
Segment Reporting Information [Line Items] | ||
Assets | 243,391 | 243,884 |
Reportable Segments | Williston Basin Segment | ||
Segment Reporting Information [Line Items] | ||
Assets | 296,870 | 311,041 |
Reportable Segments | Barnett Shale Segment | ||
Segment Reporting Information [Line Items] | ||
Assets | 425,142 | 428,935 |
Reportable Segments | Piceance Basin Segment | ||
Segment Reporting Information [Line Items] | ||
Assets | 843,054 | 872,437 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Assets | $20,531 | $38,577 |
SEGMENT_INFORMATION_Revenues_D
SEGMENT INFORMATION - Revenues, Depreciation and Amortization, and Capital Expenditures by Reportable Segment (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Revenues | $68,579 | $76,202 |
Depreciation and amortization | 22,143 | 19,642 |
Capital expenditures | 11,914 | 40,100 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 68,579 | 76,202 |
Depreciation and amortization | 21,977 | 19,500 |
Capital expenditures | 11,516 | 40,063 |
Reportable Segments | Marcellus Shale Segment | ||
Segment Reporting Information [Line Items] | ||
Revenues | 7,840 | 5,356 |
Depreciation and amortization | 2,168 | 1,801 |
Capital expenditures | 496 | 4,431 |
Reportable Segments | Williston Basin Segment | ||
Segment Reporting Information [Line Items] | ||
Revenues | 8,908 | 16,763 |
Depreciation and amortization | 4,698 | 4,250 |
Capital expenditures | 4,934 | 10,941 |
Reportable Segments | Barnett Shale Segment | ||
Segment Reporting Information [Line Items] | ||
Revenues | 23,897 | 23,037 |
Depreciation and amortization | 3,906 | 3,638 |
Capital expenditures | 893 | 7,721 |
Reportable Segments | Piceance Basin Segment | ||
Segment Reporting Information [Line Items] | ||
Revenues | 27,934 | 31,046 |
Depreciation and amortization | 11,205 | 9,811 |
Capital expenditures | 5,193 | 16,970 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | 166 | 142 |
Capital expenditures | $398 | $37 |
SEGMENT_INFORMATION_Reconcilia
SEGMENT INFORMATION - Reconciliation of Net Income to Adjusted EBITDA (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Income before income taxes | $1,844 | $6,532 |
Add: | ||
Interest expense | 12,118 | 7,144 |
Depreciation and amortization | 22,143 | 19,642 |
Amortization of favorable and unfavorable contracts | 251 | 226 |
Adjustments related to MVC shortfall payments | 12,340 | 12,013 |
Unit-based compensation | 1,312 | 1,063 |
Less: | ||
Interest income | 1 | 1 |
Corporate | ||
Add: | ||
Depreciation and amortization | 166 | 142 |
Allocated corporate expenses | 5,857 | 2,555 |
Reportable Segments | ||
Add: | ||
Depreciation and amortization | 21,977 | 19,500 |
Less: | ||
Total reportable segment adjusted EBITDA | $55,864 | $49,174 |
SEGMENT_INFORMATION_Adjusted_E
SEGMENT INFORMATION - Adjusted EBITDA by Reportable Segment (Details) (Reportable Segments, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $55,864 | $49,174 |
Marcellus Shale Segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 6,535 | 3,883 |
Williston Basin Segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 5,333 | 4,676 |
Barnett Shale Segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 16,760 | 15,034 |
Piceance Basin Segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $27,236 | $25,581 |
PROPERTY_PLANT_AND_EQUIPMENT_N2
PROPERTY, PLANT, AND EQUIPMENT, NET (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||
Gross | $1,363,363 | $1,352,663 | |
Less: accumulated depreciation | 129,134 | 117,011 | |
Property, plant, and equipment, net | 1,234,229 | 1,235,652 | |
Depreciation expense | 12,123 | 10,521 | |
Capitalized interest | 341 | 1,358 | |
Natural gas gathering and processing systems | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 30 years | 30 years | |
Gross | 884,890 | 881,235 | |
Compressor stations and compression equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 30 years | 30 years | |
Gross | 412,978 | 410,906 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Gross | 37,566 | 33,177 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Gross | $27,929 | $27,345 | |
Other | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 4 years | 4 years | |
Other | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful lives | 15 years | 15 years |
AMORTIZING_INTANGIBLE_ASSETS_D
AMORTIZING INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $563,562 | $563,052 | |
Accumulated amortization | -106,632 | -96,186 | |
Total intangible assets, net | 456,930 | 466,866 | |
Noncurrent liability | |||
Unfavorable gas gathering contract, useful lives | 10 years | 10 years | |
Unfavorable contract, Gross Carrying Amount | 10,962 | 10,962 | |
Unfavorable gas gathering contract, Accumulated Amortization | -5,560 | -5,385 | |
Unfavorable gas gathering contract, Net | 5,402 | 5,577 | |
Amortization expense | |||
Amortization expense - unfavorable contract | 175 | 208 | |
Amortization of favorable and unfavorable contracts | 251 | 226 | |
Assets | |||
2015 | 31,401 | ||
2016 | 41,867 | ||
2017 | 40,719 | ||
2018 | 40,173 | ||
2019 | 40,418 | ||
Liability | |||
2015 | 530 | ||
2016 | 924 | ||
2017 | 1,047 | ||
2018 | 1,035 | ||
2019 | 1,045 | ||
Favorable gas gathering contract | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful lives | 18 years 8 months 12 days | 18 years 8 months 12 days | |
Gross carrying amount | 24,195 | 24,195 | |
Accumulated amortization | -8,482 | -8,056 | |
Total intangible assets, net | 15,713 | 16,139 | |
Amortization expense | |||
Amortization expense | 426 | 434 | |
Contract intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful lives | 12 years 6 months | 12 years 6 months | |
Gross carrying amount | 426,464 | 426,464 | |
Accumulated amortization | -84,548 | -75,713 | |
Total intangible assets, net | 341,916 | 350,751 | |
Amortization expense | |||
Amortization expense | 8,835 | 7,962 | |
Rights-of-way | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful lives | 24 years 2 months | 24 years 2 months | |
Gross carrying amount | 112,903 | 112,393 | |
Accumulated amortization | -13,602 | -12,417 | |
Total intangible assets, net | 99,301 | 99,976 | |
Amortization expense | |||
Amortization expense | $1,185 | $1,159 |
GOODWILL_Details
GOODWILL (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment | $0 | $54,200,000 |
DEFERRED_REVENUE_Details
DEFERRED REVENUE (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | $2,377,000 |
Additions | 322,000 |
Less: revenue recognized due to usage | 322,000 |
Current deferred revenue, ending balance | 2,377,000 |
Noncurrent deferred revenue, beginning balance | 55,239,000 |
Additions | 3,772,000 |
Less: revenue recognized due to usage | 27,000 |
Noncurrent deferred revenue, ending balance | 58,984,000 |
Shortfall payments billed and included in accounts receivable | 2,500,000 |
Maximum period customers have the ability to offset their gathering fees | 7 years |
Williston Basin Segment | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 0 |
Additions | 0 |
Less: revenue recognized due to usage | 0 |
Current deferred revenue, ending balance | 0 |
Noncurrent deferred revenue, beginning balance | 17,132,000 |
Additions | 0 |
Less: revenue recognized due to usage | 27,000 |
Noncurrent deferred revenue, ending balance | 17,105,000 |
Barnett Shale Segment | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 2,377,000 |
Additions | 322,000 |
Less: revenue recognized due to usage | 322,000 |
Current deferred revenue, ending balance | 2,377,000 |
Noncurrent deferred revenue, beginning balance | 0 |
Additions | 0 |
Less: revenue recognized due to usage | 0 |
Noncurrent deferred revenue, ending balance | 0 |
Piceance Basin Segment | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 0 |
Additions | 0 |
Less: revenue recognized due to usage | 0 |
Current deferred revenue, ending balance | 0 |
Noncurrent deferred revenue, beginning balance | 38,107,000 |
Additions | 3,772,000 |
Less: revenue recognized due to usage | 0 |
Noncurrent deferred revenue, ending balance | $41,879,000 |
LONGTERM_DEBT_Components_of_Lo
LONG-TERM DEBT - Components of Long-Term Debt (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Revolving credit facility | $196,000,000 | $208,000,000 |
Total long-term debt | 796,000,000 | 808,000,000 |
Revolving credit facility | ||
Line of Credit Facility [Line Items] | ||
Weighted-average interest rate (as a percent) | 2.43% | 2.67% |
5.5% Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Senior unsecured notes | 300,000,000 | 300,000,000 |
7.5% Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Senior unsecured notes | $300,000,000 | $300,000,000 |
Senior Notes | 5.5% Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Stated interest rate | 5.50% | 5.50% |
Senior Notes | 7.5% Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Stated interest rate | 7.50% | 7.50% |
LONGTERM_DEBT_Additional_Discl
LONG-TERM DEBT - Additional Disclosures (Details) (USD $) | 1 Months Ended | |||
Jul. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2013 | |
5.5% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Senior unsecured notes | $300,000,000 | $300,000,000 | ||
7.5% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Senior unsecured notes | 300,000,000 | 300,000,000 | ||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt defaults | 0 | |||
Senior Notes | 5.5% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.50% | 5.50% | ||
Senior Notes | 7.5% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 7.50% | 7.50% | ||
Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | 700,000,000 | |||
Debt defaults | 0 | |||
Revolving credit facility | Accordion provision | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | 200,000,000 | |||
Finance Corp. | ||||
Debt Instrument [Line Items] | ||||
Cumulative percentage ownership in subsidiary | 100.00% | |||
Summit Holdings and Finance Corporation | Senior Notes | 5.5% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Senior unsecured notes | 300,000,000 | |||
Stated interest rate | 5.50% | |||
Summit Holdings and Finance Corporation | Senior Notes | 7.5% Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Senior unsecured notes | $300,000,000 | |||
Stated interest rate | 7.50% |
LONGTERM_DEBT_Fair_Value_of_De
LONG-TERM DEBT - Fair Value of Debt Instruments (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Revolving credit facility, Carrying value | $196,000,000 | $208,000,000 |
Fair value, Level 2 inputs | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, Estimated fair value (Level 2) | 196,000,000 | 208,000,000 |
5.5% Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior notes, Carrying value | 300,000,000 | 300,000,000 |
5.5% Senior Notes | Fair value, Level 2 inputs | ||
Debt Instrument [Line Items] | ||
Senior notes, Estimated fair value (Level 2) | 283,250,000 | 281,750,000 |
7.5% Senior Notes | ||
Debt Instrument [Line Items] | ||
Senior notes, Carrying value | 300,000,000 | 300,000,000 |
7.5% Senior Notes | Fair value, Level 2 inputs | ||
Debt Instrument [Line Items] | ||
Senior notes, Estimated fair value (Level 2) | $310,625,000 | $306,750,000 |
PARTNERS_CAPITAL_Partners_Capi
PARTNERS' CAPITAL- Partners' Capital and Schedule of Units (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Rollforwards of the number of partner units | |
Units, beginning balance | 60,037,014 |
Units issued under SMLP LTIP | 68,955 |
Units, ending balance | 60,105,969 |
Units withheld to meet the minimum statutory tax withholding requirement | 19,175 |
Common | |
Rollforwards of the number of partner units | |
Units, beginning balance | 34,426,513 |
Units issued under SMLP LTIP | 68,955 |
Units, ending balance | 34,495,468 |
Subordinated | |
Rollforwards of the number of partner units | |
Units, beginning balance | 24,409,850 |
Units issued under SMLP LTIP | 0 |
Units, ending balance | 24,409,850 |
General partner | |
Rollforwards of the number of partner units | |
Units, beginning balance | 1,200,651 |
Units issued under SMLP LTIP | 0 |
Units, ending balance | 1,200,651 |
PARTNERS_CAPITAL_Allocation_of
PARTNERS' CAPITAL - Allocation of Capital Distributions (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |
Feb. 13, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 18, 2014 | |
Business Acquisition [Line Items] | ||||
Distributions to unitholders | ($35,093,000) | ($35,093,000) | ($26,366,000) | |
Red Rock Gathering Company, LLC | ||||
Business Acquisition [Line Items] | ||||
Percent of membership interest acquired | 100.00% | |||
Total consideration | 307,941,000 | |||
Liabilities incurred for acquisition | 2,900,000 | |||
Distributions to unitholders | -66,124,000 | |||
General partner | ||||
Business Acquisition [Line Items] | ||||
Distributions to unitholders | -2,144,000 | -691,000 | ||
General partner | Red Rock Gathering Company, LLC | ||||
Business Acquisition [Line Items] | ||||
Distributions to unitholders | -1,323,000 | |||
Limited partners, Common | ||||
Business Acquisition [Line Items] | ||||
Distributions to unitholders | -19,279,000 | -13,958,000 | ||
Limited partners, Common | Red Rock Gathering Company, LLC | ||||
Business Acquisition [Line Items] | ||||
Distributions to unitholders | -37,910,000 | |||
Limited partners, Subordinated | ||||
Business Acquisition [Line Items] | ||||
Distributions to unitholders | -13,670,000 | -11,717,000 | ||
Limited partners, Subordinated | Red Rock Gathering Company, LLC | ||||
Business Acquisition [Line Items] | ||||
Distributions to unitholders | -26,891,000 | |||
Red Rock Gathering Company, LLC | Summit Investments | ||||
Business Acquisition [Line Items] | ||||
Net investment | $241,817,000 |
PARTNERS_CAPITAL_Cash_Distribu
PARTNERS' CAPITAL - Cash Distributions (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Feb. 13, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Apr. 23, 2015 |
Distribution Made to Limited Partner [Line Items] | ||||
Per-unit distribution (in dollars per unit) | $0.56 | $0.56 | $0.48 | |
General partner distribution amount | $702 | |||
General partner's IDRs | 1,442 | |||
Total distributions | 35,093 | 35,093 | 26,366 | |
Subsequent Event | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Per-unit distribution (in dollars per unit) | $0.56 | |||
Common units | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Limited partner distribution amount | 19,279 | |||
Subordinated Units | ||||
Distribution Made to Limited Partner [Line Items] | ||||
Limited partner distribution amount | $13,670 |
EARNINGS_PER_UNIT_Details
EARNINGS PER UNIT (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income attributable to limited partners | $99 | $3,114 |
Earnings per limited partner unit: | ||
Antidilutive securities diluted excluded from the calculation of diluted loss per common unit | 8,524 | 0 |
Common units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income attributable to limited partners | 69 | 2,508 |
Weighted-average units outstanding - basic | 34,439,000 | 29,912,000 |
Less: effect of non-vested phantom units and non-vested restricted units (in units) | 146,000 | 156,000 |
Weighted-average units outstanding b diluted | 34,585,000 | 30,068,000 |
Earnings per limited partner unit: | ||
Basic (in dollars per share) | $0 | $0.08 |
Diluted (in dollars per share) | $0 | $0.08 |
Subordinated Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income attributable to limited partners | $30 | $606 |
Weighted-average units outstanding - basic | 24,410,000 | 24,410,000 |
Weighted-average units outstanding b diluted | 24,410,000 | 24,410,000 |
Earnings per limited partner unit: | ||
Basic (in dollars per share) | $0 | $0.02 |
Diluted (in dollars per share) | $0 | $0.02 |
UNITBASED_COMPENSATION_Additio
UNIT-BASED COMPENSATION - Additional Disclosures (Details) (Long-term Incentive Plan, USD $) | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized non-cash compensation expense | $9.50 |
Remaining expected weighted-average vesting period of recognition of incremental non-cash compensation expense | 3 years 0 months |
Units forfeited (in shares) | 0 |
Common Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units available for future issuance | 4,400,000 |
UNITBASED_COMPENSATION_Phantom
UNIT-BASED COMPENSATION - Phantom Unit Activity (Details) (Phantom Units, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Phantom Units | |
Phantom and Restricted Unit Activity | |
Nonvested phantom and restricted units, beginning of period (in shares) | 336,202 |
Units granted (in shares) | 200,283 |
Unit vested (in shares) | -89,107 |
Units forfeited (in shares) | -2,106 |
Nonvested phantom and restricted units, end of period (in shares) | 445,272 |
Weighted-average grant date fair value | |
Nonvested, Weighted-average grant date fair value, beginning (in dollars per share) | $30.61 |
Units granted, Weighted-average grant date fair value (in dollars per share) | $33.94 |
Units vested, Weighted-average grant date fair value (in dollars per share) | $34.07 |
Units forfeited, Weighted-average grant date fair value (in dollars per share) | $36.36 |
Nonvested, Weighted-average grant date fair value, ending (in dollars per share) | $31.39 |
Award vesting period | 3 years |
CONCENTRATIONS_OF_RISK_Details
CONCENTRATIONS OF RISK (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Counterparty A - Piceance Basin | Revenue | Customer concentration | |||
CONCENTRATIONS OF RISK | |||
Concentration risk, percentage | 16.00% | 17.00% | |
Counterparty A - Piceance Basin | Accounts receivable | Credit concentration | |||
CONCENTRATIONS OF RISK | |||
Concentration risk, percentage | 15.00% | 29.00% | |
Counterparty B - Williston Basin | Revenue | Customer concentration | |||
CONCENTRATIONS OF RISK | |||
Concentration risk, percentage | 10.00% | ||
Counterparty C - Barnett Shale | Revenue | Customer concentration | |||
CONCENTRATIONS OF RISK | |||
Concentration risk, percentage | 11.00% | 11.00% | |
Counterparty C - Barnett Shale | Accounts receivable | Credit concentration | |||
CONCENTRATIONS OF RISK | |||
Concentration risk, percentage | 12.00% | ||
Counterparty D - Williston Basin | Accounts receivable | Credit concentration | |||
CONCENTRATIONS OF RISK | |||
Concentration risk, percentage | 14.00% | ||
Counterparty E - Marcellus Shale | Revenue | Customer concentration | |||
CONCENTRATIONS OF RISK | |||
Concentration risk, percentage | 11.00% | ||
Counterparty E - Marcellus Shale | Accounts receivable | Credit concentration | |||
CONCENTRATIONS OF RISK | |||
Concentration risk, percentage | 14.00% | 10.00% | |
Counterparty F - Piceance Basin | Accounts receivable | Credit concentration | |||
CONCENTRATIONS OF RISK | |||
Concentration risk, percentage | 13.00% |
RELATEDPARTY_TRANSACTIONS_Deta
RELATED-PARTY TRANSACTIONS (Details) (General partner, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operation and maintenance expense allocation | ||
RELATED-PARTY TRANSACTIONS | ||
Expenses from transactions with related party | $4,767 | $3,892 |
General and administrative expense allocation | ||
RELATED-PARTY TRANSACTIONS | ||
Expenses from transactions with related party | $4,681 | $4,906 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ||
Total rent expense related to operating leases | $358 | $354 |
ACQUISITIONS_Red_Rock_Gatherin
ACQUISITIONS - Red Rock Gathering (Details) (Red Rock Gathering Company, LLC, USD $) | 0 Months Ended |
Mar. 18, 2014 | |
Red Rock Gathering Company, LLC | |
Business Acquisition [Line Items] | |
Cost of acquired entity, purchase price | $307,941,000 |
Cost of acquired entity, cash paid | 305,000,000 |
Liabilities incurred for acquisition | $2,900,000 |
ACQUISITIONS_Revenue_and_Net_I
ACQUISITIONS - Revenue and Net Income (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Business Acquisition [Line Items] | ||
Revenues | $68,579 | $76,202 |
Net income | 1,667 | 6,373 |
Summit Midstream Partners, LP | ||
Business Acquisition [Line Items] | ||
Revenues | 64,889 | |
Net income | 3,545 | |
Red Rock Gathering Company, LLC | ||
Business Acquisition [Line Items] | ||
Revenues | 11,313 | |
Net income | $2,828 |
ACQUISITIONS_Subsequent_Events
ACQUISITIONS - Subsequent Events (Details) (Forecast, Subsequent Event, Bakken Drop Down, USD $) | 1 Months Ended |
31-May-15 | |
Forecast | Subsequent Event | Bakken Drop Down | |
Business Acquisition [Line Items] | |
Total consideration | $255,000,000 |
Option to acquire crude oil transmission project | $35,000,000 |