Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 30, 2016 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Summit Midstream Partners, LP | |
Entity Central Index Key | 1,549,922 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Common units | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 66,587,235 | |
General Partner Units | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,354,700 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 13,087 | $ 21,793 |
Accounts receivable | 49,550 | 89,581 |
Other current assets | 2,887 | 3,573 |
Total current assets | 65,524 | 114,947 |
Property, plant and equipment, net | 1,833,765 | 1,812,783 |
Intangible assets, net | 452,667 | 461,310 |
Goodwill | 16,211 | 16,211 |
Investment in equity method investees | 757,869 | 751,168 |
Other noncurrent assets | 8,847 | 8,253 |
Total assets | 3,134,883 | 3,164,672 |
Current liabilities: | ||
Trade accounts payable | 18,783 | 40,808 |
Due to affiliate | 395 | 1,149 |
Deferred revenue | 677 | 677 |
Ad valorem taxes payable | 4,288 | 10,271 |
Accrued interest | 7,733 | 17,483 |
Accrued environmental remediation | 6,687 | 7,900 |
Other current liabilities | 12,523 | 13,297 |
Total current liabilities | 51,086 | 91,585 |
Long-term debt | 1,312,158 | 1,267,270 |
Deferred purchase price obligation | 514,890 | 0 |
Deferred revenue | 46,959 | 45,486 |
Noncurrent accrued environmental remediation | 5,764 | 5,764 |
Other noncurrent liabilities | 7,440 | 7,268 |
Total liabilities | $ 1,938,297 | $ 1,417,373 |
Commitments and contingencies | ||
Common limited partner capital (66,587 units issued and outstanding at March 31, 2016 and 42,063 units issued and outstanding at December 31, 2015) | $ 1,155,650 | $ 744,977 |
Subordinated limited partner capital (0 units issued and outstanding at March 31, 2016 and 24,410 units issued and outstanding at December 31, 2015) | 0 | 213,631 |
General partner interests (1,355 units issued and outstanding at March 31, 2016 and December 31, 2015) | 29,631 | 25,634 |
Noncontrolling interest | 11,305 | 0 |
Summit Investments' equity in contributed subsidiaries | 0 | 763,057 |
Total partners' capital | 1,196,586 | 1,747,299 |
Total liabilities and partners' capital | $ 3,134,883 | $ 3,164,672 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares shares in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common limited partner capital, units issued | 66,587 | 42,063 |
Common limited partner capital, units outstanding | 66,587 | 42,063 |
Subordinated limited partner capital, units issued | 0 | 24,410 |
Subordinated limited partner capital, units outstanding | 0 | 24,410 |
General partner interests, units issued | 1,355 | 1,355 |
General partner interests, units outstanding | 1,355 | 1,355 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||
Gathering services and related fees | $ 78,100 | $ 68,440 |
Natural gas, NGLs and condensate sales | 7,588 | 12,613 |
Other revenues | 4,883 | 5,034 |
Total revenues | 90,571 | 86,087 |
Costs and expenses: | ||
Cost of natural gas and NGLs | 6,290 | 9,441 |
Operation and maintenance | 25,842 | 22,791 |
General and administrative | 12,879 | 11,599 |
Transaction costs | 1,174 | 110 |
Depreciation and amortization | 27,728 | 25,530 |
Gain on asset sales | (63) | 0 |
Total costs and expenses | 73,850 | 69,471 |
Other income | 22 | 1 |
Interest expense | (15,882) | (14,904) |
Deferred purchase price obligation expense | (7,463) | 0 |
Loss before income taxes | (6,602) | 1,713 |
Income tax benefit (expense) | 77 | (430) |
Income (loss) from equity method investees | 2,860 | (3,768) |
Net loss | (3,665) | (2,485) |
Net income (loss) attributable to Summit Investments | 2,745 | (4,152) |
Net income attributable to noncontrolling interest | 44 | 0 |
Net (loss) income attributable to SMLP | (6,454) | 1,667 |
Less net (loss) income attributable to general partner, including IDRs | 1,810 | 1,568 |
Net (loss) income attributable to limited partners | (8,264) | 99 |
Common units | ||
Costs and expenses: | ||
Net (loss) income attributable to limited partners | $ (8,264) | $ 69 |
(Loss) earnings per limited partner unit: | ||
Basic (in dollars per share) | $ (0.12) | $ 0 |
Diluted (in dollars per share) | $ (0.12) | $ 0 |
Weighted-average limited partner units outstanding: | ||
Basic (shares) | 66,493 | 34,439 |
Diluted (shares) | 66,493 | 34,585 |
Subordinated Units | ||
Costs and expenses: | ||
Net (loss) income attributable to limited partners | $ 30 | |
(Loss) earnings per limited partner unit: | ||
Basic (in dollars per share) | $ 0 | |
Diluted (in dollars per share) | $ 0 | |
Weighted-average limited partner units outstanding: | ||
Basic (shares) | 24,410 | |
Diluted (shares) | 24,410 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Class B membership interest | Noncontrolling interest | Summit Investments' equity in contributed subsidiaries | Summit Investments' equity in contributed subsidiariesClass B membership interest | Limited partners, Common | Limited partners, CommonClass B membership interest | Limited partners, Subordinated | General partner |
Beginning balance at Dec. 31, 2014 | $ 1,830,681 | $ 863,792 | $ 649,060 | $ 293,153 | $ 24,676 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Net loss | (2,485) | (4,152) | 58 | 41 | 1,568 | ||||
Distributions to unitholders | (35,093) | (19,279) | (13,670) | (2,144) | |||||
Unit-based compensation | 1,312 | $ 251 | $ 251 | 1,312 | |||||
Tax withholdings on vested SMLP LTIP awards | (910) | (910) | |||||||
Cash advance to Summit Investments from contributed subsidiaries, net | (14,468) | (14,468) | |||||||
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 8,408 | 8,408 | |||||||
Capitalized interest allocated to contributed subsidiaries from Summit Investments | 156 | 156 | |||||||
Distribution of debt related to Carve-Out Financial Statements of Summit Investments (see Notes 2 and 9) | 0 | ||||||||
Excess of consideration paid and recognized over acquired carrying value of 2016 Drop Down Assets | 0 | ||||||||
Ending balance at Mar. 31, 2015 | 1,787,852 | 853,987 | 630,241 | 279,524 | 24,100 | ||||
Beginning balance at Dec. 31, 2015 | 1,747,299 | 763,057 | 744,977 | 213,631 | 25,634 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Net loss | (3,665) | $ 44 | 2,745 | (9,304) | 1,040 | 1,810 | |||
Distributions to unitholders | (40,975) | (24,186) | (14,034) | (2,755) | |||||
Unit-based compensation | 1,761 | $ 195 | $ 130 | 1,761 | $ 65 | ||||
Tax withholdings on vested SMLP LTIP awards | (786) | (786) | |||||||
Cash advance to Summit Investments from contributed subsidiaries, net | 12,214 | 12,214 | |||||||
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 4,821 | 4,821 | |||||||
Capitalized interest allocated to contributed subsidiaries from Summit Investments | 223 | 223 | |||||||
Subordinated units conversion | 200,637 | (200,637) | |||||||
Purchase of 2016 Drop Down Assets | (867,427) | (867,427) | |||||||
Establishment of noncontrolling interest | 11,261 | (11,261) | |||||||
Distribution of debt related to Carve-Out Financial Statements of Summit Investments (see Notes 2 and 9) | 342,926 | 342,926 | |||||||
Excess of consideration paid and recognized over acquired carrying value of 2016 Drop Down Assets | 247,428 | (247,428) | 242,486 | 4,942 | |||||
Ending balance at Mar. 31, 2016 | $ 1,196,586 | $ 11,305 | $ 0 | $ 1,155,650 | $ 0 | $ 29,631 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (3,665) | $ (2,485) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 27,865 | 25,781 |
Amortization of deferred loan costs | 905 | 1,108 |
Deferred purchase price obligation expense | 7,463 | 0 |
Unit-based and noncash compensation | 1,956 | 1,563 |
(Income) loss from equity method investees | (2,860) | 3,768 |
Distributions from equity method investees | 11,804 | 6,849 |
Gain on asset sales | (63) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 40,031 | 41,780 |
Trade accounts payable | (817) | (1,575) |
Due to affiliate | (754) | 1,054 |
Change in deferred revenue | 1,473 | 3,745 |
Ad valorem taxes payable | (5,982) | (5,097) |
Accrued interest | (9,750) | (11,125) |
Accrued environmental remediation | 0 | (13,719) |
Other, net | (757) | (3,984) |
Net cash provided by operating activities | 66,849 | 47,663 |
Cash flows from investing activities: | ||
Capital expenditures | (61,326) | (49,470) |
Contributions to equity method investees | (15,645) | (27,830) |
Acquisitions of gathering systems from affiliate, net of acquired cash | (360,000) | (2,941) |
Other, net | (377) | 0 |
Net cash used in investing activities | (437,348) | (80,241) |
Cash flows from financing activities: | ||
Distributions to unitholders | (40,975) | (35,093) |
Borrowings under revolving credit facility | 424,300 | 89,000 |
Repayments under revolving credit facility | (35,300) | (26,000) |
Deferred loan costs | (2,413) | (65) |
Cash advance from (to) Summit Investments to (from) contributed subsidiaries, net | 12,214 | (14,468) |
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 4,821 | 8,408 |
Other, net | (854) | (1,056) |
Net cash provided by financing activities | 361,793 | 20,726 |
Net change in cash and cash equivalents | (8,706) | (11,852) |
Cash and cash equivalents, beginning of period | 21,793 | 27,811 |
Cash and cash equivalents, end of period | 13,087 | 15,959 |
Supplemental cash flow disclosures: | ||
Cash interest paid | 25,164 | 25,464 |
Less capitalized interest | 716 | 527 |
Interest paid (net of capitalized interest) | 24,448 | 24,937 |
Cash paid for taxes | 0 | 0 |
Noncash investing and financing activities: | ||
Capital expenditures in trade accounts payable (period-end accruals) | 13,769 | 45,292 |
Transaction Under Common Control, Contingent Consideration Liability, Net Present Value | 507,427 | 0 |
Capitalized interest allocated to contributed subsidiaries from Summit Investments | 223 | 156 |
Excess of consideration paid and recognized over acquired carrying value of 2016 Drop Down Assets | 247,428 | 0 |
Distribution of debt related to Carve-Out Financial Statements of Summit Investments (see Notes 2 and 9) | $ 342,926 | $ 0 |
ORGANIZATION, BUSINESS OPERATIO
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 3 Months Ended |
Mar. 31, 2016 | |
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, was formed in May 2012 and began operations in October 2012 in connection with its initial public offering ("IPO") of common limited partner units. SMLP 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 the continental United States. Our business activities are conducted through our subsidiary, Summit Midstream Holdings, LLC ("Summit Holdings"), a Delaware limited liability company, and its subsidiaries. References to the "Partnership," "we," or "our" refer collectively to SMLP and its subsidiaries. Summit Midstream GP, LLC (the "general partner"), a Delaware limited liability company, manages our operations and activities. Summit Midstream Partners, LLC ("Summit Investments"), a Delaware limited liability company, is the ultimate owner of our general partner and has the right to appoint the entire board of directors of our general partner. Summit Investments is controlled by Energy Capital Partners II, LLC and its parallel and co-investment funds (collectively, "Energy Capital Partners" or our "Sponsor"). In addition to its 2% general partner interest in SMLP (including the incentive distribution rights ("IDRs") in respect of SMLP), Summit Investments has direct and indirect ownership interests in our common units. As of March 31, 2016 , Summit Investments beneficially owned 29,854,581 SMLP common units. 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 Summit Investments, but these individuals are sometimes referred to as our employees. On February 25, 2016, the Partnership and Summit Midstream Partners Holdings, LLC (“SMP Holdings”), a wholly owned subsidiary of Summit Investments, entered into a contribution agreement (the "Contribution Agreement") pursuant to which SMP Holdings agreed to contribute to the Partnership substantially all of (i) the issued and outstanding membership interests of Summit Midstream Utica, LLC ("Summit Utica"), Meadowlark Midstream Company, LLC ("Meadowlark Midstream") and Tioga Midstream, LLC ("Tioga Midstream" and collectively with Summit Utica and Meadowlark Midstream, the "Contributed Entities"), each a limited liability company and indirect wholly owned subsidiary of SMP Holdings and (ii) SMP Holdings’ 40.0% ownership interest in each of Ohio Gathering Company, L.L.C. and Ohio Condensate Company, L.L.C. (collectively with the Contributed Entities, the “2016 Drop Down Assets”)(the “2016 Drop Down”). The 2016 Drop Down closed on March 3, 2016 (the "Initial Close"). Upon Initial Close, the Partnership held a 99.0% ownership interest in the 2016 Drop Down Assets and Summit Investments held a 1.0% noncontrolling interest. Business Operations. We provide natural gas gathering, treating and processing services as well as crude oil and produced water gathering services pursuant to primarily long-term and fee-based agreements with our customers. Our results are driven primarily by the volumes of natural gas that we gather, treat, compress and process as well as by the volumes of crude oil and produced water that we gather. Our gathering systems and the unconventional resource basins in which they operate are as follows: • Summit Utica, a natural gas gathering system operating in the Appalachian Basin, which includes the Utica and Point Pleasant shale formations in southeastern Ohio; • 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; • Polar Midstream, LLC ("Polar Midstream" or "Polar and Divide"), crude oil and produced water gathering systems and transmission pipelines located in the Williston Basin, which includes the Bakken and Three Forks shale formations in northwestern North Dakota; • Tioga Midstream, crude oil, produced water and associated natural gas gathering systems, operating in the Williston Basin, which includes the Bakken and Three Forks shale formations in northwestern North Dakota; • Grand River Gathering, LLC ("Grand River"), a natural gas gathering and processing system located in the Piceance Basin, which includes the Mesaverde formation and the Mancos and Niobrara shale formations in western Colorado and eastern Utah; • Niobrara Gathering and Processing ("Niobrara G&P"), an associated natural gas gathering and processing system operating in the Denver-Julesburg ("DJ") Basin, which includes the Niobrara and Codell shale formations in northeastern Colorado; • 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 • 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. Meadowlark Midstream is the legal entity which owns (i) certain crude oil and produced water gathering pipelines, which is managed and reported as part of the Polar and Divide system subsequent to the 2016 Drop Down and (ii) Niobrara G&P, which is managed and reported as part of the Grand River system subsequent to the 2016 Drop Down. Ohio Gathering Company, L.L.C. and Ohio Condensate Company, L.L.C. (collectively, "Ohio Gathering") operate a natural gas gathering system and a condensate stabilization facility in the Appalachian Basin, which includes the Utica and Point Pleasant formations in southeastern Ohio. 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"). 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. The unaudited condensed consolidated financial statements include the assets, liabilities and results of operations of SMLP and its wholly owned subsidiaries. All intercompany transactions among the consolidated entities have been eliminated in consolidation. The financial position, results of operations and cash flows of acquired drop down assets, liabilities, expenses or entities that were carved out of entities held by Summit Investments and included herein have been derived from the accounting records of the respective Summit Investments' subsidiary on a carve-out basis (see Note 2). 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 unaudited condensed consolidated balance sheet as of March 31, 2016, the unaudited condensed consolidated statements of operations, partners' capital and cash flows for the three-month periods ended March 31, 2016 and 2015. 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, 2015, as filed with the SEC on February 29, 2016 (the "2015 Annual Report"). The results of operations for an interim period are not necessarily indicative of results expected for a full year. SMLP recognized its drop down acquisitions at Summit Investments' historical cost because the acquisitions were executed by entities under common control. The excess of Summit Investments' net investment over the purchase price paid and recognized for a contributed subsidiary is recognized as an addition to partners' capital, while the excess of purchase price paid and recognized over net investment is recognized as a reduction to partners' capital. Due to the common control aspect, we account for drop down transactions on an “as-if pooled” basis for the periods during which common control existed. Reclassifications. In the first quarter of 2016, we adopted Accounting Standards Update ("ASU") No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). As a result, we reclassified $9.2 million of deferred loan costs from other noncurrent assets to long-term debt at December 31, 2015 (see Note 2). In 2015, we made certain reclassifications to conform to current presentation. We evaluated our historical classification of (i) gathering fee revenue associated with certain Bison Midstream percent-of-proceeds contracts and (ii) certain pass-through expenses also for Bison Midstream. As a result of this evaluation, we determined that certain amounts that had previously been recognized in cost of natural gas and NGLs would be more appropriately reflected as gathering services and related fees and other revenues to enhance reporting transparency. The impact of these reclassifications, which had no impact on net (loss) income, total partners' capital or segment adjusted EBITDA, follows. Three months ended March 31, 2015 (In thousands) Gathering services and related fees $ 3,419 Other revenues 638 Net impact on total revenues $ 4,057 Cost of natural gas and NGLs $ 4,057 Net impact on cost of natural gas and NGLs and total costs and expenses $ 4,057 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Property, Plant, and Equipment. We record property, plant, and equipment at historical cost of construction or fair value of the assets at acquisition. We capitalize expenditures that extend the useful life of an asset or enhance its productivity or efficiency from its original design over the expected remaining period of use. For maintenance and repairs that do not add capacity or extend the useful life of an asset, we recognize expenditures as an expense as incurred. We capitalize project costs incurred during construction, including interest on funds borrowed to finance the construction of facilities, as construction in progress. To the extent that Summit Investments incurs interest expense related to capital projects of assets that have been acquired by the Partnership, the associated interest expense is allocated to the drop down assets as a noncash equity contribution and capitalized into the basis of the asset. We record depreciation on a straight-line basis over an asset’s estimated useful life. We base our estimates for useful life on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Estimates of useful lives follow. Useful lives (In years) Gathering and processing systems and related equipment 30 Other 4-15 Construction in progress is depreciated consistent with its applicable asset class once it is placed in service. Land and line fill are not depreciated. We base an asset’s carrying value on estimates, assumptions and judgments for useful life and salvage value. Upon sale, retirement or other disposal, we remove the carrying value of an asset and its accumulated depreciation from our balance sheet and recognize the related gain or loss, if any. Accrued capital expenditures are reflected in trade accounts payable. Equity Method Investments. We account for investments in which we exercise significant influence using the equity method so long as we (i) do not control the investee and (ii) are not the primary beneficiary. We recognize these investments in investment in equity method investees in the accompanying consolidated balance sheets. We recognize our proportionate share of net income or loss on a one-month lag. We recognize an other-than-temporary impairment for losses in the value of equity method investees when evidence indicates that the carrying amount is no longer supportable. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the equity method investee to sustain an earnings capacity that would justify the carrying amount of the investment. A current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. We evaluate our equity method investments whenever evidence exists that would indicate a need to assess the investment for potential impairment. Other Noncurrent Assets. Other noncurrent assets primarily consist of external costs incurred in connection with the closing of our revolving credit facility and related amendments. We capitalize and then amortize these deferred loan costs over the life of the respective debt instrument. We recognize amortization of deferred loan costs in interest expense. Deferred Purchase Price Obligation Income or Expense. We recognized a liability for the deferred purchase price obligation to reflect the expected value of the remaining consideration to be paid in 2020 for the acquisition of the 2016 Drop Down Assets. The calculation of the remaining consideration incorporates estimates of projected capital expenditures and Business Adjusted EBITDA. For balance sheet recognition purposes, we discount the remaining consideration using a commensurate risk-adjusted discount rate and recognize the change in present value in earnings in the period of change. The income or expense represents the change in present value, which comprises a time value of money concept as well as adjustments to projections and the expected value of the remaining consideration (see Note 16). Commitments and Contingencies. We record accruals for loss contingencies when we determine that it is probable that a liability has been incurred and that such economic loss can be reasonably estimated. Such determinations are subject to interpretations of current facts and circumstances, forecasts of future events, and estimates of the financial impacts of such events. We record receivables for gain contingencies when they are realized. Noncontrolling Interest. Noncontrolling interest represents the ownership interests of third-party entities in the net assets of our consolidated subsidiaries, including Summit Investments' ownership interest in the 2016 Drop Down Assets. For financial reporting purposes, we consolidate the 2016 Drop Down Assets with our wholly owned subsidiaries and Summit Investments' interest is shown as noncontrolling interest in partners' capital. We reflect changes in our ownership of the 2016 Drop Down Assets as adjustments to noncontrolling interest. Earnings or Loss Per Unit ("EPU"). We determine basic EPU by dividing the net income or loss that is attributed, in accordance with the net income and loss allocation provisions of our partnership agreement, to limited partners under the two-class method, after deducting (i) the 1% noncontrolling interest in the 2016 Drop Down Assets (for periods subsequent to the 2016 Drop Down), (ii) any net income or loss of contributed subsidiaries that is attributable to Summit Investments, (iii) the general partner's 2% interest in net income or loss, and (iv) any payment of IDRs, by the weighted-average number of limited partner units outstanding. Diluted EPU reflects the potential dilution that could occur if securities or other agreements to issue common units, such as unit-based compensation, were exercised, settled or converted into common units and included in the weighted-average number of units outstanding. When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted EPU calculation, the impact is reflected by applying the treasury stock method. Comprehensive Income or Loss. Comprehensive income or loss is the same as net income or loss 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. We accrue for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. Recoveries of environmental remediation costs from other parties or insurers are recorded as assets when their receipt is deemed probable. Carve-Out Entities, Assets, Liabilities and Expenses. For drop down transactions involving entities that were carved out of other entities, the majority of the assets and liabilities allocated to the carve-out entity are specifically identified based on the original entity's existing divisional organization. Goodwill is allocated to the carve-out entity based on initial purchase accounting estimates. Revenues and depreciation and amortization are specifically identified based on the relationship of the carve-out entity to the original entity's existing divisional structure. Operation and maintenance and general and administrative expenses are allocated to the carve-out entity based on volume throughput. For drop down transactions involving assets, liabilities and expenses that were carved out of other entities, the majority of the assets and liabilities allocated to the carve-out are specifically identified based on the original entity's existing divisional organization. Depreciation and amortization are specifically identified based on the relationship of the carve-out entity to the original entity's existing divisional structure. General and administrative expenses are allocated to the carve-out entity based on an allocation of Summit Investments' consolidated expenses. Allocation of Certain Liabilities in Drop Downs. For drop down transactions involving assets for which their development was funded with parent company debt which was replaced with bank borrowings or debt capital at the Partnership, we allocate a portion of that debt, net of deferred loan costs, to the drop down assets during the common control period. Interest expense is allocated and recognized during the common control period. Any outstanding debt balance or principal is included in the calculation of the excess or deficit of acquired carrying value over consideration paid and recognized. 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. Accounting standards that have or could possibly have a material effect on our financial statements are discussed below. Recently Adopted Accounting Pronouncements . In April 2015, the FASB issued ASU 2015-03. Under ASU 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. In August 2015, the FASB amended ASU 2015-03 to address the presentation and subsequent measurement of debt issuance costs related to line of credit (“LOC”) arrangements. The amendment permits an entity to defer and present debt issuance costs as an asset and subsequently amortize deferred debt issuance costs ratably over the term of a LOC arrangement, regardless of whether there are outstanding borrowings under that LOC arrangement. This new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The January 2016 adoption of this update resulted in a reclassification from other noncurrent assets to long-term debt of the debt issuance costs associated with our senior notes (see Note 9). Debt issuance costs associated with the Partnership's revolving credit facility will remain in other noncurrent assets. This standard had no impact on interest expense, net income or loss, EPU or partners' capital. Accounting Pronouncements Pending Adoption . We are currently in the process of evaluating the applicability and/or impact of the following accounting pronouncements: • ASU No. 2014-09 Revenue From Contracts With Customers (Topic 606) ("ASU 2014-09"). There has been no to our position regarding ASU 2014-09 during the first quarter of 2016. See Note 2 to the consolidated financial statements included in the 2015 Annual Report for additional information. • ASU No. 2016-02 Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires that lessees recognize all leases on the balance sheet, with the exception of short-term leases. A lease liability will be recorded for the obligation of a lessee to make lease payments arising from a lease. A right-of-use asset, will be recorded which represents the lessee’s right to use, or to control the use of, a specified asset for a lease term. Under the new guidance, lessor accounting is largely unchanged. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2019, and requires the modified retrospective approach for transition. • ASU No. 2016-08 Revenue From Contracts With Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU No. 2016-08"). ASU No. 2016-08 does not change the core principle of Topic 606, rather it clarifies the implementation guidance on principal versus agent considerations. The effective date and transition for this update are the same as ASU 2014-09. • ASU No. 2016-09 Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects for share-based payment award transactions, including income tax consequences, the liability or equity classification of awards and classification on the statement of cash flows. ASU 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016. It does not specify a single transition approach, rather it specifies retrospective, modified retrospective and/or prospective transition approaches based on the aspect being applied. • ASU No. 2016-10 Revenue From Contracts With Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU No. 2016-10"). ASU No. 2016-10 clarifies the following two aspects of Topic 606 (i) identifying performance obligations and (ii) the licensing implementation guidance, while retaining the related principles for those areas. The effective date and transition for this update are the same as ASU 2014-09. Recent accounting guidance not discussed above is not applicable, did not have, or is not expected to have a material impact on our financial statements. For additional information on new accounting pronouncements and recent accounting guidance and their impact, if any, on our financial position or results of operations, see Note 2 of the notes to the consolidated financial statements included in the 2015 Annual Report. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION As of March 31, 2016, our reportable segments are: • the Utica Shale, which includes our ownership interest in Ohio Gathering and also is served by Summit Utica; • the Williston Basin, which is served by Bison Midstream, Polar and Divide and Tioga Midstream; • the Piceance/DJ Basins, which is served by Grand River and Niobrara G&P; • the Barnett Shale, which is served by DFW Midstream; and • the Marcellus Shale, which is served by Mountaineer Midstream. Each of our reportable segments provides midstream services in a specific geographic area. 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. As noted above, our investment in Ohio Gathering is included in the Utica Shale reportable segment. Segment assets for the Utica Shale includes the associated investment in equity method investees. Income or loss from equity method investees, as reflected on the statements of operations, solely relates to Ohio Gathering and is recognized and disclosed on a one-month lag (see Note 7). No other line items in the statements of operations or cash flows, as disclosed in the tables below, include results for our investment in Ohio. Corporate represents those assets and liabilities and 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. Assets by reportable segment follow. March 31, 2016 December 31, 2015 (In thousands) Assets: Utica Shale (1) $ 922,717 $ 886,223 Williston Basin 725,641 740,361 Piceance/DJ Basins 829,608 866,095 Barnett Shale 411,118 416,586 Marcellus Shale 232,017 233,116 Total reportable segment assets 3,121,101 3,142,381 Corporate 13,782 22,291 Total assets $ 3,134,883 $ 3,164,672 __________ (1) Represents the investment in equity method investees for Ohio Gathering (see Note 7) and total assets for Summit Utica. Revenues by reportable segment follow. Three months ended March 31, 2016 2015 (In thousands) Revenues: Utica Shale $ 4,283 $ 389 Williston Basin 30,008 23,066 Piceance/DJ Basins 28,993 30,894 Barnett Shale 20,402 23,897 Marcellus Shale 6,885 7,841 Total reportable segment revenues and total revenues $ 90,571 $ 86,087 Counterparties accounting for more than 10% of total revenues were as follows: Three months ended March 31, 2016 2015 Percentage of total revenues: Counterparty A - Piceance/DJ Basins * 13 % __________ * Less than 10% Depreciation and amortization, including the amortization expense associated with our favorable and unfavorable gas gathering contracts as reported in other revenues, by reportable segment follows. Three months ended March 31, 2016 2015 (In thousands) Depreciation and amortization: Utica Shale $ 844 $ 139 Williston Basin 8,357 7,368 Piceance/DJ Basins 12,273 11,783 Barnett Shale 4,056 4,157 Marcellus Shale 2,219 2,168 Total reportable segment depreciation and amortization 27,749 25,615 Corporate 116 166 Total depreciation and amortization $ 27,865 $ 25,781 Capital expenditures by reportable segment follow. Three months ended March 31, 2016 2015 (In thousands) Capital expenditures: Utica Shale $ 34,988 $ 22,565 Williston Basin 18,034 18,310 Piceance/DJ Basins 5,824 6,808 Barnett Shale 563 893 Marcellus Shale 1,738 496 Total reportable segment capital expenditures 61,147 49,072 Corporate 179 398 Total capital expenditures $ 61,326 $ 49,470 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) our proportional adjusted EBITDA for equity method investees, (iii) depreciation and amortization, (iv) adjustments related to MVC shortfall payments, (v) impairments and (vi) other noncash expenses or losses, less other noncash income or gains. We define proportional adjusted EBITDA for our equity method investees as the product of total revenues less total expenses, plus amortization for deferred contract costs multiplied by our ownership interest in Ohio Gathering during the respective period. Segment adjusted EBITDA by reportable segment follows. Three months ended March 31, 2016 2015 (In thousands) Reportable segment adjusted EBITDA: Utica Shale (1) $ 15,577 $ 5,206 Williston Basin 19,719 10,975 Piceance/DJ Basins 24,817 28,702 Barnett Shale 14,077 16,760 Marcellus Shale 4,600 6,536 Total reportable segment adjusted EBITDA $ 78,790 $ 68,179 __________ (1) Includes our proportional share of adjusted EBITDA for Ohio Gathering and is reflected as the proportional adjusted EBITDA for equity method investees in the reconciliation of income or loss before income taxes to segment adjusted EBITDA. A reconciliation of loss before income taxes to total reportable segment adjusted EBITDA follows. Three months ended March 31, 2016 2015 (In thousands) Reconciliation of Loss Before Income Taxes to Segment Adjusted EBITDA: Loss before income taxes $ (6,602 ) $ 1,713 Add: Allocated corporate expenses 8,781 6,623 Interest expense 15,882 14,904 Deferred purchase price obligation expense 7,463 — Depreciation and amortization 27,865 25,781 Proportional adjusted EBITDA for equity method investees 12,388 5,263 Adjustments related to MVC shortfall payments 11,142 12,333 Unit-based and noncash compensation 1,956 1,563 Loss on asset sales — — Less: Interest income 22 1 Gain on asset sales 63 — Total reportable segment adjusted EBITDA $ 78,790 $ 68,179 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), transaction costs, interest expense, deferred purchase price obligation income or expense and income tax expense. Adjustments related to MVC shortfall payments account for: • the net increases or decreases in deferred revenue for MVC shortfall payments and • our inclusion of expected annual MVC shortfall payments. We include a proportional amount of these historical or expected MVC 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 unaudited condensed consolidated financial statements. Adjustments related to MVC shortfall payments by reportable segment follow. Three months ended March 31, 2016 2015 (In thousands) Adjustments related to MVC shortfall payments: Williston Basin $ 3,536 $ 2,653 Piceance/DJ Basins 7,517 9,903 Barnett Shale 89 (223 ) Total adjustments related to MVC shortfall payments $ 11,142 $ 12,333 |
PROPERTY, PLANT, AND EQUIPMENT,
PROPERTY, PLANT, AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | PROPERTY, PLANT, AND EQUIPMENT, NET Details on property, plant, and equipment follow. March 31, 2016 December 31, 2015 (In thousands) Gathering and processing systems and related equipment $ 1,918,080 $ 1,883,139 Construction in progress 77,596 75,132 Land and line fill 11,436 11,055 Other 32,931 32,427 Total 2,040,043 2,001,753 Less accumulated depreciation 206,278 188,970 Property, plant, and equipment, net $ 1,833,765 $ 1,812,783 Depreciation expense and capitalized interest follow. Three months ended March 31, 2016 2015 (In thousands) Depreciation expense $ 17,370 $ 15,264 Capitalized interest 716 527 |
AMORTIZING INTANGIBLE ASSETS AN
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
AMORTIZING INTANGIBLE ASSETS AND LIABILITIES AND UNFAVORABLE GAS GATHERING CONTRACT | AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT Details regarding our intangible assets and the unfavorable gas gathering contract (included in other noncurrent liabilities), all of which are subject to amortization, follow. March 31, 2016 Useful lives (In years) Gross carrying amount Accumulated amortization Net (Dollars in thousands) Favorable gas gathering contracts 18.7 $ 24,195 $ (9,872 ) $ 14,323 Contract intangibles 12.5 426,464 (119,906 ) 306,558 Rights-of-way 26.1 152,195 (20,409 ) 131,786 Total intangible assets $ 602,854 $ (150,187 ) $ 452,667 Unfavorable gas gathering contract 10.0 $ 10,962 $ (6,278 ) $ 4,684 December 31, 2015 Useful lives (In years) Gross carrying amount Accumulated amortization Net (Dollars in thousands) Favorable gas gathering contracts 18.7 $ 24,195 $ (9,534 ) $ 14,661 Contract intangibles 12.5 426,464 (111,052 ) 315,412 Rights-of-way 26.3 150,143 (18,906 ) 131,237 Total intangible assets $ 600,802 $ (139,492 ) $ 461,310 Unfavorable gas gathering contract 10.0 $ 10,962 $ (6,077 ) $ 4,885 We recognized amortization expense in other revenues as follows: Three months ended March 31, 2016 2015 (In thousands) Amortization expense – favorable gas gathering contracts $ (338 ) $ (426 ) Amortization expense – unfavorable gas gathering contract 201 175 We recognized amortization expense in costs and expenses as follows: Three months ended March 31, 2016 2015 (In thousands) Amortization expense – contract intangibles $ 8,854 $ 8,835 Amortization expense – rights-of-way 1,503 1,431 The estimated aggregate annual amortization expected to be recognized for the remainder of 2016 and each of the four succeeding fiscal years follows. Intangible assets Unfavorable gas gathering contract (In thousands) 2016 $ 32,500 $ 729 2017 42,028 1,047 2018 41,482 1,035 2019 41,727 1,045 2020 44,373 828 |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016. Fourth Quarter 2015 Goodwill Impairment. In the first quarter of 2016, we finalized our calculations of the fair values of the identified assets and liabilities in step two of the December 31, 2015 goodwill impairment testing for the Grand River and Polar and Divide reporting units. This process confirmed the preliminary goodwill impairments of $45.5 million for Grand River and $203.4 million for Polar and Divide that were recognized as of December 31, 2015. Fair Value Measurement. Our impairment determinations, in the context of (i) our annual impairment evaluations and (ii) our other-than-annual impairment evaluations involved significant assumptions and judgments, as discussed in the 2015 Annual Report. Differing assumptions regarding any of these inputs could have a significant effect on the various valuations. As such, the fair value measurements utilized within these models are classified as non-recurring Level 3 measurements in the fair value hierarchy because they are not observable from objective sources. Due to the volatility of the inputs used, we cannot predict the likelihood of any future impairment. |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | EQUITY METHOD INVESTMENTS Ohio Gathering owns, operates and is currently developing midstream infrastructure consisting of a liquids-rich natural gas gathering system, a dry natural gas gathering system and a condensate stabilization facility in the Utica Shale Play in southeastern Ohio. Ohio Gathering provides gathering services pursuant to primarily long-term, fee-based gathering agreements, which include acreage dedications. In January 2014, Summit Investments acquired a 1.0% ownership interest in Ohio Gathering from Blackhawk Midstream, LLC ("Blackhawk") for $190.0 million . Concurrent with this acquisition, Summit Investments made an $8.4 million capital contribution to Ohio Gathering to maintain its 1.0% ownership interest. The ownership interest Summit Investments acquired from Blackhawk included an option to increase the holder's ownership interest in Ohio Gathering to 40.0% (the "Option"). In May 2014, Summit Investments exercised the Option to increase its ownership to 40.0% (the "Option Exercise") and made the following payments (i) $326.6 million of capital contribution true-ups, (ii) $ 50.4 million of additional capital contributions to maintain its 40.0% ownership interest, and (iii) $5.1 million of management fee payments that were recognized as capital contributions in its Ohio Gathering capital accounts. Concurrent with and subsequent to the Option Exercise, the non-affiliated owners have retained their respective 60.0% ownership interest in Ohio Gathering (the "Non-affiliated Owners"). Summit Investments accounted for its initial ownership interests in Ohio Gathering under the cost method due to its ownership percentage and because it determined that it was not the primary beneficiary. Subsequent to the Option Exercise, Summit Investments accounted for its ownership interests in Ohio Gathering as equity method investments because it had joint control with the Non-affiliated Owners, which gave it significant influence. This shift from the cost method to the equity method required that Summit Investments retrospectively reflect its investment in Ohio Gathering and the associated results of operations as if it had been utilizing the equity method since the inception of its investment. Summit Investments recognized the $190.0 million that it paid to Blackhawk as an investment in Ohio Gathering at inception. In addition, Ohio Gathering had assigned a value of $7.5 million to the Option, recognized it initially as an asset and concurrently attributed the value of the Option to Blackhawk's capital account. Upon acquiring Blackhawk's interest, the Option was reclassified from Blackhawk's capital account to Summit Investments' capital account in Ohio Gathering's records. Neither of these transactions involved a flow of funds to or from Ohio Gathering. As such, they created a basis difference between its recorded investment in equity method investees and that recognized and attributed to Summit Investments by Ohio Gathering. In accordance with the retrospective recognition triggered by the Option Exercise, in February 2014, Summit Investments began amortizing these basis differences over the weighted-average remaining life of the contracts underlying Ohio Gathering's operations. The impact of amortizing these two basis differences will result in a net decrease to its investment in equity method investees. Subsequent to the Option Exercise, Summit Investments continued to make capital contributions to Ohio Gathering along with receiving distributions such that it maintained its 40.0% ownership interest through the 2016 Drop Down, at which point SMLP began making contributions and receiving distributions such that it maintained its 40.0% ownership interest through March 31, 2016. A rollforward of the investment in equity method investees follows. 2016 2015 (In thousands) Investment in equity method investees, January 1 $ 751,168 $ 706,172 Cash contributions 15,645 27,830 Cash distributions (11,804 ) (6,849 ) Income (loss) from equity method investees 6,198 (430 ) Amortization of basis difference in equity method investees (3,338 ) (3,338 ) Investment in equity method investees, March 31 757,869 723,385 March cash contributions (4,291 ) — March cash distributions 4,816 1,884 Basis difference (153,551 ) (166,903 ) Investment in equity method investees, net of basis difference, February 29, 2016 and February 28, 2015 $ 604,843 $ 558,366 The following table presents summarized balance sheet information for Ohio Gathering. February 29, 2016 February 28, 2015 (In thousands) Total assets $ 1,513,668 $ 1,427,142 Total liabilities 45,176 74,674 Members' equity 1,468,492 1,352,468 The following table presents summarized statements of operations information for Ohio Gathering for the three-month periods ended February 29, 2016 and February 28, 2015. Three months ended February 29, 2016 Three months ended February 28, 2015 (In thousands) Total revenues $ 42,997 $ 23,680 Total operating expenses 27,092 24,757 Net income (loss) 15,725 (1,077 ) |
DEFERRED REVENUE
DEFERRED REVENUE | 3 Months Ended |
Mar. 31, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | DEFERRED REVENUE A rollforward of current deferred revenue follows. Williston Basin Barnett Shale Piceance/DJ Basins Total current (In thousands) Current deferred revenue, January 1, 2016 $ — $ 677 $ — $ 677 Additions — — 2,722 2,722 Less revenue recognized — — (2,722 ) (2,722 ) Current deferred revenue, March 31, 2016 $ — $ 677 $ — $ 677 A rollforward of noncurrent deferred revenue follows. Williston Basin Barnett Shale Piceance/DJ Basins Total noncurrent (In thousands) Noncurrent deferred revenue, January 1, 2016 $ 29,002 $ — $ 16,484 $ 45,486 Additions 235 — 1,238 1,473 Less revenue recognized — — — — Noncurrent deferred revenue, March 31, 2016 $ 29,237 $ — $ 17,722 $ 46,959 As of March 31, 2016 , accounts receivable included $1.6 million of shortfall billings related to MVC arrangements that can be utilized to offset gathering fees in subsequent periods. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consisted of the following: March 31, 2016 December 31, 2015 (In thousands) Summit Holdings variable rate senior secured revolving credit facility (3.19% at March 31, 2016 and 2.93% at December 31, 2015) due November 2018 $ 721,000 $ 344,000 SMP Holdings variable rate senior secured revolving credit facility (2.43% at December 31, 2015) (1) — 115,000 SMP Holdings variable rate senior secured term loan (2.43% at December 31, 2015) (1) — 217,500 Summit Holdings 5.50% Senior unsecured notes due August 2022 300,000 300,000 less unamortized deferred loan costs (2) (3,981 ) (4,139 ) Summit Holdings 7.50% Senior unsecured notes due July 2021 300,000 300,000 less unamortized deferred loan costs (2) (4,861 ) (5,091 ) Total long-term debt $ 1,312,158 $ 1,267,270 __________ (1) Debt was allocated to the 2016 Drop Down Assets prior to the closing of the 2016 Drop Down but was retained by Summit Investments after close. (2) Issuance costs are being amortized over the life of the notes. 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"). On February 25, 2016, we closed on an amendment to the revolving credit facility, which became effective concurrent with the Initial Close of the 2016 Drop Down. In connection with this amendment, (i) the revolving credit facility's borrowing capacity increased from $700.0 million to $1.25 billion , (ii) a new investment basket allowing the Co-Issuers (as defined below) to buy back up to $100.0 million of our outstanding senior unsecured notes was included (iii) the total leverage ratio was increased to 5.50 to 1.0 through December 31, 2016 and (iv) various amendments were approved to facilitate the 2016 Drop Down. The revolving credit facility 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 Summit Holdings' and its subsidiaries' assets 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. Borrowings under the revolving credit facility bear interest at the London Interbank Offered Rate ("LIBOR") or an Alternate Base Rate ("ABR") plus an applicable margin ranging from 0.75% to 1.75% for ABR borrowings and 1.75% to 2.75% for LIBOR borrowings, with the commitment fee ranging from 0.30% to 0.50% in each case based on our relative leverage at the time of determination. At March 31, 2016, the applicable margin under LIBOR borrowings was 2.75% , the interest rate was 3.19% and the unused portion of the revolving credit facility totaled $529.0 million (subject to a commitment fee of 0.50% ). The revolving credit agreement contains affirmative and negative covenants customary for credit facilities of its size and nature that, among other things, limit or restrict the ability to: (i) incur additional debt; (ii) make investments; (iii) engage in certain mergers, consolidations, acquisitions or sales of assets; (iv) enter into swap agreements and power purchase agreements; (v) enter into leases that would cumulatively obligate payments in excess of $30.0 million over any 12 -month period; and (vi) prohibits the payment of distributions by Summit Holdings if a default then exists or would result therefrom, and otherwise limits the amount of distributions Summit Holdings can make. In addition, the revolving credit facility requires Summit Holdings to maintain a ratio of consolidated trailing 12 -month earnings before interest, income taxes, depreciation and amortization ("EBITDA," as defined in the credit agreement) to net interest expense of not less than 2.5 to 1.0 (as defined in the credit agreement) and a ratio of total net indebtedness to consolidated trailing 12 -month EBITDA of not more than 5.0 to 1.0, or not more than 5.5 to 1.0 for up to 270 days following certain acquisitions. Additionally, the total leverage ratio upper limit can be increased from 5.0 to 1.0 to 5.5 to 1.0 at our option, subject to the inclusion of a senior secured leverage ratio (senior secured net indebtedness to consolidated trailing 12 -month EBITDA, as defined in the credit agreement) upper limit of 3.75 to 1.0. As of March 31, 2016 , 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, 2016 . 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 its subsidiaries by dividend or loan. As of March 31, 2016 , 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, 2016 . |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS Concentrations of Credit 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 amounts due for the gathering, treating and processing services we provide to our customers and also the sale of natural gas liquids ("NGLs") 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. Our top five customers or counterparties accounted for 49% of total accounts receivable at March 31, 2016 , compared with 68% as of December 31, 2015. Fair Value. The carrying amount of cash and cash equivalents, accounts receivable and trade accounts payable reported on the balance sheet approximates fair value due to their short-term maturities. The deferred purchase price obligation's carrying value is its fair value because carrying value represents the present value of the payment expected to be made in 2020 (see Note 16 for additional information). Our calculation of the present value of the expected cash payment for the 2016 Drop Down Assets involved significant assumptions and judgments. Differing assumptions regarding any of these inputs could have a material effect on the cash payment and its present value. As such, its fair value measurement is classified as a non-recurring Level 3 measurement in the fair value hierarchy because our assumptions and judgments are not observable from objective sources (see Note 16). The roll-forward of the Level 3 liabilities measured at fair value on a recurring basis follows. Three months ended March 31, 2016 Three months ended March 31, 2015 (In thousands) Level 3 liabilities, beginning of period $ — $ — Additions 507,427 — Change in fair value 7,463 — Level 3 liabilities, end of period $ 514,890 $ — A summary of the estimated fair value of our debt financial instruments follows. March 31, 2016 December 31, 2015 Carrying value Estimated fair value (1) Carrying value Estimated fair value (1) (In thousands) Summit Holdings revolving credit facility $ 721,000 $ 721,000 $ 344,000 $ 344,000 SMP Holdings revolving credit facility (2) — — 115,000 115,000 SMP Holdings term loan (2) — — 217,500 217,500 5.5% Senior notes ($300.0 million principal) 296,019 213,000 295,861 224,000 7.5% Senior notes ($300.0 million principal) 295,139 237,750 294,909 257,000 __________ (1) All estimated fair value calculations are Level 2. (2) Debt was allocated to the 2016 Drop Down Assets prior to the closing of the 2016 Drop Down but was retained by Summit Investments after close. The outstanding balance on the revolving credit facility 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, 2016 and December 31, 2015. 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, 2016 | |
Equity [Abstract] | |
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, 2016 42,062,644 24,409,850 1,354,700 67,827,194 Net units issued under SMLP LTIP 114,741 — — 114,741 Subordinated unit conversion 24,409,850 (24,409,850 ) — — Units, March 31, 2016 66,587,235 — 1,354,700 67,941,935 Subordination. Prior to the end of the subordination period, the principal difference between our common units and subordinated units was that holders of the subordinated units were not entitled to receive any distribution of available cash until the common units had received the minimum quarterly distribution ("MQD") plus any arrearages in the payment of the MQD from prior quarters. The subordination period ended in conjunction with the February 2016 distribution payment in respect of the fourth quarter of 2015 and the then-outstanding subordinated units converted to common units on a one -for-one basis. Noncontrolling Interest. We have recorded Summit Investments' retained ownership interest in the 2016 Drop Down Assets as a noncontrolling interest in the consolidated financial statements. Summit Investments' Equity in Contributed Subsidiaries. Summit Investments' equity in contributed subsidiaries represents its position in the net assets of the 2016 Drop Down Assets and Polar and Divide that have been acquired by SMLP. The balance also reflects net income or loss attributable to Summit Investments for the 2016 Drop Down Assets and Polar and Divide for the periods beginning on the dates they were acquired or formed by Summit Investments and ending on the dates they were acquired by the Partnership. During the three months ended March 31, 2016 and 2015, net income or loss was attributed to Summit Investments for: • the 2016 Drop Down Assets for the period from January 1, 2015 to March 3, 2016 and • Polar and Divide for the period from January 1, 2015 to May 18, 2015. Although included in partners' capital, any net income or loss attributable to Summit Investments is excluded from the calculation of EPU. 2016 Drop Down . On March 3, 2016, we acquired the 2016 Drop Down Assets from a subsidiary of Summit Investments. We paid cash consideration of $360.0 million and recognized a deferred purchase price obligation of $507.4 million in exchange for Summit Investments' $1.11 billion net investment in the 2016 Drop Down Assets (see Note 15). We recognized a capital contribution from Summit Investments for the difference between (i) the cash consideration paid and the deferred purchase price obligation and (ii) Summit Investments' net investment in the 2016 Drop Down Assets. The calculation of the capital distribution and its allocation to partners' capital follows (in thousands). Summit Investments' net investment in the 2016 Drop Down Assets $ 771,929 SMP Holdings borrowings allocated to 2016 Drop Down Assets and retained by Summit Investments 342,926 Acquired carrying value of 2016 Drop Down Assets $ 1,114,855 Deferred purchase price obligation $ 507,427 Borrowings under revolving credit facility 360,000 Total consideration paid and recognized by SMLP 867,427 Excess of acquired carrying value over consideration paid and recognized $ 247,428 Allocation of capital contribution: General partner interest $ 4,942 Common limited partner interest 242,486 Partners' capital contribution – excess of acquired carrying value over consideration paid and recognized $ 247,428 Cash Distributions Paid and Declared. We paid the following per-unit distributions during the three months ended March 31: Three months ended March 31, 2016 2015 Per-unit distributions to unitholders $ 0.575 $ 0.560 On April 21, 2016, the board of directors of our general partner declared a distribution of $ 0.575 per unit for the quarterly period ended March 31, 2016. This distribution, which totaled $ 41.0 million , will be paid on May 13, 2016 to unitholders of record at the close of business on May 6, 2016. We allocated the May 2016 distribution using a 25% marginal percentage interest in accordance with the third target distribution level. Incentive Distribution Rights. Our general partner also currently holds IDRs that entitle it to receive increasing percentage allocations, up to a maximum of 50.0% , of the cash we distribute from operating surplus in excess of $0.46 per unit per quarter. Our payment of IDRs as reported in distributions to unitholders – general partner in the statement of partners' capital during the three months ended March 31 follow. Three months ended March 31, 2016 2015 (In thousands) IDR payments $ 1,935 $ 1,442 For the purposes of calculating net income or loss attributable to general partner, the financial impact of IDRs is recognized in respect of the quarter for which the distributions were declared. For the purposes of calculating distributions to unitholders in the statements of partners' capital and cash flows, IDR payments are recognized in the quarter in which they are paid. |
EARNINGS PER UNIT
EARNINGS PER UNIT | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER UNIT | EARNINGS PER UNIT The following table details the components of EPU. Three months ended March 31, 2016 2015 (In thousands, except per-unit amounts) Numerator for basic and diluted EPU: Allocation of net (loss) income among limited partner interests: Net (loss) income attributable to common units $ (8,264 ) $ 69 Net income attributable to subordinated units (1) 30 Net (loss) income attributable to limited partners $ (8,264 ) $ 99 Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 66,493 34,439 Effect of nonvested phantom units — 146 Weighted-average common units outstanding – diluted 66,493 34,585 Weighted-average subordinated units outstanding – basic and diluted (1) 24,410 (Loss) earnings per limited partner unit: Common unit – basic $ (0.12 ) $ 0.00 Common unit – diluted $ (0.12 ) $ 0.00 Subordinated unit – basic and diluted (1) $ 0.00 __________ (1) The subordinated units converted to common units on a one-for-one basis in February 2016 (see Note 11). During the three months ended March 31, 2016 and 2015, we excluded 496,959 and 8,524 nonvested phantom units, respectively, in our calculation of diluted EPU because they were anti-dilutive. |
UNIT-BASED AND NONCASH COMPENSA
UNIT-BASED AND NONCASH COMPENSATION | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
UNIT-BASED AND NONCASH COMPENSATION | UNIT-BASED AND NONCASH 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. Items to note: • In March 2016, we granted 488,482 phantom units to employees in connection with our annual incentive compensation award cycle. These awards had a grant date fair value of $14.82 and vest ratably over a three -year period. • Also in March 2016, 120,920 phantom units vested. • As of March 31, 2016 , approximately 3.9 million common units remained available for future issuance. SMP Net Profits Interests. In connection with the formation of Summit Investments, up to 7.5% of total membership interests were authorized for issuance (the "SMP Net Profits Interests"). These membership interests were not contributed to SMLP in connection with its IPO. The expense associated with the SMP Net Profits Interests was allocated to Summit Investments' subsidiaries other than SMLP and its subsidiaries after the IPO. In connection with our acquisitions of the 2016 Drop Down Assets and Polar and Divide, we recognized the SMP Net Profits Interests' noncash compensation expense that had been allocated to the contributed subsidiaries prior to their respective drop down date due to common control. Noncash compensation recognized in general and administrative expense related to the SMP Net Profits Interests was as follows: Three months ended March 31, 2016 2015 (In thousands) SMP Net Profits Interests noncash compensation $ 195 $ 251 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | RELATED-PARTY TRANSACTIONS Acquisitions. See Notes 1, 9, 11 and 16 for disclosure of the 2016 Drop Down and its funding. 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, 2016 2015 (In thousands) Operation and maintenance expense $ 6,749 $ 6,474 General and administrative expense 7,778 7,135 Expenses Incurred by Summit Investments. Prior to the 2016 Drop Down and the Polar and Divide Drop Down, Summit Investments incurred: • certain support expenses and capital expenditures on behalf of the contributed subsidiaries. These transactions were settled periodically through membership interests prior to the respective drop down; • interest expense that was related to capital projects for the contributed subsidiaries. As such, the associated interest expense was allocated to the respective contributed subsidiary's capital projects as a noncash contribution and capitalized into the basis of the asset; and • noncash compensation expense for the SMP Net Profits Interests, which were accounted for as compensatory awards. As such, the annual expense associated with the SMP Net Profits was allocated to the respective contributed subsidiary. Subsequent to any drop down, these expenses are retrospectively included in the reimbursement of General Partner expenses disclosed above due to common control. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Leases. We and Summit Investments lease certain office space to support our operations. We have determined that our leases are operating leases. We recognize total rent expense incurred or allocated to us in general and administrative expenses. Rent expense related to operating leases, including rent expense incurred on our behalf and allocated to us, was as follows: Three months ended March 31, 2016 2015 (In thousands) Rent expense $ 616 $ 506 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 the Partnership's financial position or results of operations. Environmental Matters. Although we believe that we are in material compliance with applicable environmental regulations, the risk of environmental remediation costs and liabilities are inherent in pipeline ownership and operation. Furthermore, we can provide no assurances that significant environmental remediation costs and liabilities will not be incurred by the Partnership in the future. We are currently not aware of any material contingent liabilities that exist with respect to environmental matters, except as noted below. In January 2015, Summit Investments learned of the rupture of a four-inch produced water gathering pipeline on the Meadowlark Midstream gathering system near Williston, North Dakota. The rupture resulted in the release of some of the produced water in the pipeline. Based on Summit Investments' investigation and currently available information, it is at least reasonably possible that the rupture occurred on or prior to December 31, 2014. As such, Summit Investments accounted for the rupture as a 2014 event. Summit Investments took action to minimize the impact of the rupture on affected landowners, control any environmental impact, help ensure containment and clean up the affected area. The incident, which is covered by Summit Investments' insurance policies, is subject to maximum coverage of $25.0 million from its pollution liability insurance policy and $200.0 million from its property and business interruption insurance policy. Summit Investments exhausted the $25.0 million pollution liability policy in 2015. Property and business interruption claim requests have been submitted, although no amounts have been recognized for any potential recoveries, under the property and business interruption insurance policy. Total (In thousands) Accrued environmental remediation, January 1, 2015 $ 30,000 Payments made by affiliates (13,136 ) Payments made with proceeds from insurance policies (25,000 ) Additional accruals 21,800 Accrued environmental remediation, December 31, 2015 $ 13,664 Payments made by affiliates (1,213 ) Accrued environmental remediation, March 31, 2016 $ 12,451 As of March 31, 2016, we have recognized (i) a current liability for remediation effort expenditures expected to be incurred within the next 12 months and (ii) a noncurrent liability for estimated remediation expenditures and fines expected to be incurred subsequent to March 31, 2017 . Each of these amounts represent our best estimate for costs expected to be incurred. Neither of these amounts has been discounted to its present value. In 2015, the U.S. Department of Justice issued subpoenas to Summit Investments, the Partnership and our general partner requesting certain materials related to the rupture. We cannot predict the ultimate outcome of this matter with certainty for Summit Investments or Meadowlark Midstream, especially as it relates to any material liability as a result of any governmental proceeding related to the incident. SMLP and its general partner did not have any management or operational control over, or ownership interest in, Meadowlark Midstream or the produced water disposal pipeline prior to the 2016 Drop Down. Furthermore, the Contribution Agreement executed in connection with the 2016 Drop Down contains customary representations and warranties and Summit Investments has agreed to indemnify the Partnership with respect to certain losses, including losses related to the rupture. As a result, we believe at this time that it is unlikely that SMLP or its general partner will be subject to any material liability as a result of any governmental proceeding related to the rupture. On June 19, 2015, Summit Investments and Meadowlark Midstream received a complaint from the North Dakota Industrial Commission seeking approximately $2.5 million in fines and other fees related to the rupture. Meadowlark Midstream has accrued its best estimate of the amount to be paid for such fines and other fees and intends to vigorously defend this complaint. |
ACQUISITIONS AND DROP DOWN TRAN
ACQUISITIONS AND DROP DOWN TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DROP DOWN TRANSACTIONS | ACQUISITIONS AND DROP DOWN TRANSACTIONS 2016 Drop Down. On March 3, 2016, the Partnership acquired the 2016 Drop Down Assets. These assets include certain natural gas, crude oil and produced water gathering systems located in the Utica Shale, the Williston Basin and the DJ Basin as well as ownership interests in a natural gas gathering system and a condensate stabilization facility, both located in the Utica Shale. The consideration for the 2016 Drop Down Assets (i) consisted of a cash payment to SMP Holdings of $360.0 million (the “Initial Payment”), funded with borrowings under our revolving credit facility and (ii) includes a deferred payment in 2020 (the “Deferred Purchase Price Obligation”). The Deferred Purchase Price Obligation will be equal to: • six-and-one-half ( 6.5 ) multiplied by the average Business Adjusted EBITDA, as defined below and in the Contribution Agreement, of the 2016 Drop Down Assets for 2018 and 2019, less the G&A Adjuster, as defined in the Contribution Agreement; • less the Initial Payment; • less all capital expenditures incurred for the 2016 Drop Down Assets between the Initial Close and December 31, 2019; • plus all Business Adjusted EBITDA from the 2016 Drop Down Assets between Initial Close and December 31, 2019, less the the Cumulative G&A Adjuster, as defined in the Contribution Agreement. Business Adjusted EBITDA is defined as the net income or loss of the 2016 Drop Down Assets for such period: • plus interest expense, income tax expense, and depreciation and amortization of the 2016 Drop Down Assets for such period; • plus any adjustments related to MVC shortfall payments, impairments and other noncash expenses or losses with respect to the 2016 Drop Down Assets for such period; • plus any Special Liability Expenses, as defined below and in the Contribution Agreement, for such period; • less interest income and income tax benefit of the 2016 Drop Down Assets for such period; • less adjustments related to any other noncash income or gains with respect to the 2016 Drop Down Assets for such period. Business Adjusted EBITDA shall exclude the effect of any Partnership expenses allocated by or to SMLP or its affiliates in respect of the 2016 Drop Down Assets, such as general and administrative expenses (including compensation-related expenses and professional services fees), transaction costs, and allocated interest expense and allocated income tax expense. Special Liability Expenses are defined as any and all expenses incurred by SMLP with respect to the Special Liabilities, as defined in the Contribution Agreement, including fines, legal fees, consulting fees and remediation costs. The present value of the Deferred Purchase Price Obligation will be reflected as a liability on our balance sheet until paid. As of the acquisition date, the estimated future payment obligation (based on management’s estimate of the Partnership’s share of forecasted Business Adjusted EBITDA and capital expenditures for the 2016 Drop Down Assets) was $860.3 million , which had a net present value of $507.4 million , using a discount rate of 13% . As of March 31, 2016, the net present value of this obligation was $514.9 million and has been recorded on the consolidated balance sheet. Deferred purchase price obligation expense for the three months ended March 31, 2016 was $7.5 million . Any subsequent changes to the estimated future payment obligation will be calculated using a discounted cash flow model with a commensurate risk-adjusted discount rate. Such changes and the impact on the liability due to the passage of time will be recorded as deferred purchase price obligation income or expense on the consolidated statements of operations in the period of the change. At the discretion of the board of directors of our general partner, the Deferred Purchase Price Obligation can be paid in cash, SMLP common units or a combination thereof. We currently expect that the Deferred Purchase Price Obligation will be financed with a combination of (i) net proceeds from the sale of common units by us, (ii) the net proceeds from the issuance of senior unsecured debt by us, (iii) borrowings under our revolving credit facility and/or (iv) other internally generated sources of cash. Because of the common control aspects in a drop down transaction, the 2016 Drop Down was deemed a transaction between entities under common control and, as such, has been accounted for on an “as-if pooled” basis for all periods in which common control existed. Subsequent to Initial Close, SMLP’s financial results will retrospectively include the combined financial results of the 2016 Drop Down Assets for all common-control periods. Summit Utica . Summit Investments completed the acquisition of certain natural gas gathering assets located in the Utica Shale Play for $25.2 million on December 15, 2014. These assets, which were contributed to Summit Investments' then-newly formed subsidiary, Summit Utica, gather natural gas under a long-term, fee-based contract. Summit Investments accounted for the purchase under the acquisition method of accounting. As of December 31, 2014, we assigned the full purchase price to property, plant and equipment. Ohio Gathering . For information on the acquisition and initial recognition of Ohio Gathering, see Note 7. Meadowlark Midstream . At the time of the 2016 Drop Down, Meadowlark Midstream owned Niobrara G&P and certain crude oil and produced water gathering pipelines located in Williams County, North Dakota. Summit Investments accounted for its purchase of Meadowlark Midstream under the acquisition method of accounting, whereby the various gathering systems' identifiable tangible and intangible assets acquired and liabilities assumed were recorded based on their fair values as of initial acquisition on February 15, 2013. Both Bison Midstream and Polar Midstream have previously been carved out of Meadowlark Midstream. Their fair values were determined based upon assumptions related to future cash flows, discount rates, asset lives, and projected capital expenditures to complete the system. We recognized the 2016 acquisition of Meadowlark Midstream at Summit Investments' historical cost of construction and fair value of assets and liabilities at acquisition, which reflected its fair value accounting for the initial acquisition of Meadowlark Midstream in 2013, due to common control. The fair values of the assets acquired and liabilities assumed as of February 15, 2013, were as follows (in thousands): Purchase price assigned to Meadowlark Midstream $ 25,376 Current assets $ 2,227 Property, plant, and equipment 18,795 Other noncurrent assets 4,354 Total assets acquired 25,376 Total liabilities assumed $ — Net identifiable assets acquired $ 25,376 From a financial position and operational standpoint, the crude oil and produced water gathering pipelines held by Meadowlark Midstream and acquired in connection with the 2016 Drop Down are recognized as part of the Polar and Divide gathering system. Supplemental Disclosures – As-If Pooled Basis. As a result of accounting for our drop down transactions similar to a pooling of interests, our historical financial statements and those of the 2016 Drop Down Assets and Polar and Divide have been combined to reflect the historical operations, financial position and cash flows from the date common control began. Revenues and net income or loss for the previously separate entities and the combined amounts, as presented in these unaudited condensed consolidated financial statements follow. Three months ended March 31, 2016 2015 (In thousands) SMLP revenues $ 81,704 $ 72,635 2016 Drop Down Assets revenues 8,867 4,870 Polar and Divide revenues (1) 8,582 Combined revenues $ 90,571 $ 86,087 SMLP net (loss) income $ (6,410 ) $ 1,667 2016 Drop Down Assets net income (loss) 2,745 (7,498 ) Polar and Divide net income (1) 3,346 Combined net loss $ (3,665 ) $ (2,485 ) __________ (1) Results are fully reflected in SMLP's results of operations subsequent to closing the respective drop down. |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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"). 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. |
Reclassifications | Reclassifications. In the first quarter of 2016, we adopted Accounting Standards Update ("ASU") No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). As a result, we reclassified $9.2 million of deferred loan costs from other noncurrent assets to long-term debt at December 31, 2015 (see Note 2). |
Property, Plant and Equipment | Property, Plant, and Equipment. We record property, plant, and equipment at historical cost of construction or fair value of the assets at acquisition. We capitalize expenditures that extend the useful life of an asset or enhance its productivity or efficiency from its original design over the expected remaining period of use. For maintenance and repairs that do not add capacity or extend the useful life of an asset, we recognize expenditures as an expense as incurred. We capitalize project costs incurred during construction, including interest on funds borrowed to finance the construction of facilities, as construction in progress. To the extent that Summit Investments incurs interest expense related to capital projects of assets that have been acquired by the Partnership, the associated interest expense is allocated to the drop down assets as a noncash equity contribution and capitalized into the basis of the asset. We record depreciation on a straight-line basis over an asset’s estimated useful life. We base our estimates for useful life on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Estimates of useful lives follow. Useful lives (In years) Gathering and processing systems and related equipment 30 Other 4-15 Construction in progress is depreciated consistent with its applicable asset class once it is placed in service. Land and line fill are not depreciated. We base an asset’s carrying value on estimates, assumptions and judgments for useful life and salvage value. Upon sale, retirement or other disposal, we remove the carrying value of an asset and its accumulated depreciation from our balance sheet and recognize the related gain or loss, if any. Accrued capital expenditures are reflected in trade accounts payable. |
Equity Method Investments | Equity Method Investments. We account for investments in which we exercise significant influence using the equity method so long as we (i) do not control the investee and (ii) are not the primary beneficiary. We recognize these investments in investment in equity method investees in the accompanying consolidated balance sheets. We recognize our proportionate share of net income or loss on a one-month lag. We recognize an other-than-temporary impairment for losses in the value of equity method investees when evidence indicates that the carrying amount is no longer supportable. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the equity method investee to sustain an earnings capacity that would justify the carrying amount of the investment. A current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. We evaluate our equity method investments whenever evidence exists that would indicate a need to assess the investment for potential impairment. |
Other Noncurrent Assets | Other Noncurrent Assets. Other noncurrent assets primarily consist of external costs incurred in connection with the closing of our revolving credit facility and related amendments. We capitalize and then amortize these deferred loan costs over the life of the respective debt instrument. We recognize amortization of deferred loan costs in interest expense. |
Deferred Purchase Price Obligation Income or Expense | Deferred Purchase Price Obligation Income or Expense. We recognized a liability for the deferred purchase price obligation to reflect the expected value of the remaining consideration to be paid in 2020 for the acquisition of the 2016 Drop Down Assets. The calculation of the remaining consideration incorporates estimates of projected capital expenditures and Business Adjusted EBITDA. For balance sheet recognition purposes, we discount the remaining consideration using a commensurate risk-adjusted discount rate and recognize the change in present value in earnings in the period of change. The income or expense represents the change in present value, which comprises a time value of money concept as well as adjustments to projections and the expected value of the remaining consideration (see Note 16). |
Commitments and Contingencies | Commitments and Contingencies. We record accruals for loss contingencies when we determine that it is probable that a liability has been incurred and that such economic loss can be reasonably estimated. Such determinations are subject to interpretations of current facts and circumstances, forecasts of future events, and estimates of the financial impacts of such events. We record receivables for gain contingencies when they are realized. |
Noncontrolling Interest | Noncontrolling Interest. Noncontrolling interest represents the ownership interests of third-party entities in the net assets of our consolidated subsidiaries, including Summit Investments' ownership interest in the 2016 Drop Down Assets. For financial reporting purposes, we consolidate the 2016 Drop Down Assets with our wholly owned subsidiaries and Summit Investments' interest is shown as noncontrolling interest in partners' capital. We reflect changes in our ownership of the 2016 Drop Down Assets as adjustments to noncontrolling interest. |
Earnings or Loss Per Unit (EPU) | Earnings or Loss Per Unit ("EPU"). We determine basic EPU by dividing the net income or loss that is attributed, in accordance with the net income and loss allocation provisions of our partnership agreement, to limited partners under the two-class method, after deducting (i) the 1% noncontrolling interest in the 2016 Drop Down Assets (for periods subsequent to the 2016 Drop Down), (ii) any net income or loss of contributed subsidiaries that is attributable to Summit Investments, (iii) the general partner's 2% interest in net income or loss, and (iv) any payment of IDRs, by the weighted-average number of limited partner units outstanding. Diluted EPU reflects the potential dilution that could occur if securities or other agreements to issue common units, such as unit-based compensation, were exercised, settled or converted into common units and included in the weighted-average number of units outstanding. When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted EPU calculation, the impact is reflected by applying the treasury stock method. |
Comprehensive Income or Loss | Comprehensive Income or Loss. Comprehensive income or loss is the same as net income or loss 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. We accrue for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. Recoveries of environmental remediation costs from other parties or insurers are recorded as assets when their receipt is deemed probable. |
Transactions Under Common Control | Carve-Out Entities, Assets, Liabilities and Expenses. For drop down transactions involving entities that were carved out of other entities, the majority of the assets and liabilities allocated to the carve-out entity are specifically identified based on the original entity's existing divisional organization. Goodwill is allocated to the carve-out entity based on initial purchase accounting estimates. Revenues and depreciation and amortization are specifically identified based on the relationship of the carve-out entity to the original entity's existing divisional structure. Operation and maintenance and general and administrative expenses are allocated to the carve-out entity based on volume throughput. For drop down transactions involving assets, liabilities and expenses that were carved out of other entities, the majority of the assets and liabilities allocated to the carve-out are specifically identified based on the original entity's existing divisional organization. Depreciation and amortization are specifically identified based on the relationship of the carve-out entity to the original entity's existing divisional structure. General and administrative expenses are allocated to the carve-out entity based on an allocation of Summit Investments' consolidated expenses. Allocation of Certain Liabilities in Drop Downs. For drop down transactions involving assets for which their development was funded with parent company debt which was replaced with bank borrowings or debt capital at the Partnership, we allocate a portion of that debt, net of deferred loan costs, to the drop down assets during the common control period. Interest expense is allocated and recognized during the common control period. Any outstanding debt balance or principal is included in the calculation of the excess or deficit of acquired carrying value over consideration paid and recognized. |
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. Accounting standards that have or could possibly have a material effect on our financial statements are discussed below. Recently Adopted Accounting Pronouncements . In April 2015, the FASB issued ASU 2015-03. Under ASU 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. In August 2015, the FASB amended ASU 2015-03 to address the presentation and subsequent measurement of debt issuance costs related to line of credit (“LOC”) arrangements. The amendment permits an entity to defer and present debt issuance costs as an asset and subsequently amortize deferred debt issuance costs ratably over the term of a LOC arrangement, regardless of whether there are outstanding borrowings under that LOC arrangement. This new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The January 2016 adoption of this update resulted in a reclassification from other noncurrent assets to long-term debt of the debt issuance costs associated with our senior notes (see Note 9). Debt issuance costs associated with the Partnership's revolving credit facility will remain in other noncurrent assets. This standard had no impact on interest expense, net income or loss, EPU or partners' capital. Accounting Pronouncements Pending Adoption . We are currently in the process of evaluating the applicability and/or impact of the following accounting pronouncements: • ASU No. 2014-09 Revenue From Contracts With Customers (Topic 606) ("ASU 2014-09"). There has been no to our position regarding ASU 2014-09 during the first quarter of 2016. See Note 2 to the consolidated financial statements included in the 2015 Annual Report for additional information. • ASU No. 2016-02 Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires that lessees recognize all leases on the balance sheet, with the exception of short-term leases. A lease liability will be recorded for the obligation of a lessee to make lease payments arising from a lease. A right-of-use asset, will be recorded which represents the lessee’s right to use, or to control the use of, a specified asset for a lease term. Under the new guidance, lessor accounting is largely unchanged. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2019, and requires the modified retrospective approach for transition. • ASU No. 2016-08 Revenue From Contracts With Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU No. 2016-08"). ASU No. 2016-08 does not change the core principle of Topic 606, rather it clarifies the implementation guidance on principal versus agent considerations. The effective date and transition for this update are the same as ASU 2014-09. • ASU No. 2016-09 Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies several aspects for share-based payment award transactions, including income tax consequences, the liability or equity classification of awards and classification on the statement of cash flows. ASU 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016. It does not specify a single transition approach, rather it specifies retrospective, modified retrospective and/or prospective transition approaches based on the aspect being applied. • ASU No. 2016-10 Revenue From Contracts With Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU No. 2016-10"). ASU No. 2016-10 clarifies the following two aspects of Topic 606 (i) identifying performance obligations and (ii) the licensing implementation guidance, while retaining the related principles for those areas. The effective date and transition for this update are the same as ASU 2014-09. Recent accounting guidance not discussed above is not applicable, did not have, or is not expected to have a material impact on our financial statements. For additional information on new accounting pronouncements and recent accounting guidance and their impact, if any, on our financial position or results of operations, see Note 2 of the notes to the consolidated financial statements included in the 2015 Annual Report. |
ORGANIZATION, BUSINESS OPERAT24
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The impact of these reclassifications, which had no impact on net (loss) income, total partners' capital or segment adjusted EBITDA, follows. Three months ended March 31, 2015 (In thousands) Gathering services and related fees $ 3,419 Other revenues 638 Net impact on total revenues $ 4,057 Cost of natural gas and NGLs $ 4,057 Net impact on cost of natural gas and NGLs and total costs and expenses $ 4,057 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of assets by reportable segment | Assets by reportable segment follow. March 31, 2016 December 31, 2015 (In thousands) Assets: Utica Shale (1) $ 922,717 $ 886,223 Williston Basin 725,641 740,361 Piceance/DJ Basins 829,608 866,095 Barnett Shale 411,118 416,586 Marcellus Shale 232,017 233,116 Total reportable segment assets 3,121,101 3,142,381 Corporate 13,782 22,291 Total assets $ 3,134,883 $ 3,164,672 __________ (1) Represents the investment in equity method investees for Ohio Gathering (see Note 7) and total assets for Summit Utica. |
Schedule of segment reporting information | Depreciation and amortization, including the amortization expense associated with our favorable and unfavorable gas gathering contracts as reported in other revenues, by reportable segment follows. Three months ended March 31, 2016 2015 (In thousands) Depreciation and amortization: Utica Shale $ 844 $ 139 Williston Basin 8,357 7,368 Piceance/DJ Basins 12,273 11,783 Barnett Shale 4,056 4,157 Marcellus Shale 2,219 2,168 Total reportable segment depreciation and amortization 27,749 25,615 Corporate 116 166 Total depreciation and amortization $ 27,865 $ 25,781 Capital expenditures by reportable segment follow. Three months ended March 31, 2016 2015 (In thousands) Capital expenditures: Utica Shale $ 34,988 $ 22,565 Williston Basin 18,034 18,310 Piceance/DJ Basins 5,824 6,808 Barnett Shale 563 893 Marcellus Shale 1,738 496 Total reportable segment capital expenditures 61,147 49,072 Corporate 179 398 Total capital expenditures $ 61,326 $ 49,470 Revenues by reportable segment follow. Three months ended March 31, 2016 2015 (In thousands) Revenues: Utica Shale $ 4,283 $ 389 Williston Basin 30,008 23,066 Piceance/DJ Basins 28,993 30,894 Barnett Shale 20,402 23,897 Marcellus Shale 6,885 7,841 Total reportable segment revenues and total revenues $ 90,571 $ 86,087 Adjustments related to MVC shortfall payments by reportable segment follow. Three months ended March 31, 2016 2015 (In thousands) Adjustments related to MVC shortfall payments: Williston Basin $ 3,536 $ 2,653 Piceance/DJ Basins 7,517 9,903 Barnett Shale 89 (223 ) Total adjustments related to MVC shortfall payments $ 11,142 $ 12,333 Segment adjusted EBITDA by reportable segment follows. Three months ended March 31, 2016 2015 (In thousands) Reportable segment adjusted EBITDA: Utica Shale (1) $ 15,577 $ 5,206 Williston Basin 19,719 10,975 Piceance/DJ Basins 24,817 28,702 Barnett Shale 14,077 16,760 Marcellus Shale 4,600 6,536 Total reportable segment adjusted EBITDA $ 78,790 $ 68,179 __________ (1) Includes our proportional share of adjusted EBITDA for Ohio Gathering and is reflected as the proportional adjusted EBITDA for equity method investees in the reconciliation of income or loss before income taxes to segment adjusted EBITDA. |
Schedule of counterparties accounting for more than 10% of total revenues | Counterparties accounting for more than 10% of total revenues were as follows: Three months ended March 31, 2016 2015 Percentage of total revenues: Counterparty A - Piceance/DJ Basins * 13 % __________ * Less than 10% |
Reconciliation of net income to adjusted EBITDA | A reconciliation of loss before income taxes to total reportable segment adjusted EBITDA follows. Three months ended March 31, 2016 2015 (In thousands) Reconciliation of Loss Before Income Taxes to Segment Adjusted EBITDA: Loss before income taxes $ (6,602 ) $ 1,713 Add: Allocated corporate expenses 8,781 6,623 Interest expense 15,882 14,904 Deferred purchase price obligation expense 7,463 — Depreciation and amortization 27,865 25,781 Proportional adjusted EBITDA for equity method investees 12,388 5,263 Adjustments related to MVC shortfall payments 11,142 12,333 Unit-based and noncash compensation 1,956 1,563 Loss on asset sales — — Less: Interest income 22 1 Gain on asset sales 63 — Total reportable segment adjusted EBITDA $ 78,790 $ 68,179 |
PROPERTY, PLANT, AND EQUIPMEN26
PROPERTY, PLANT, AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant, and equipment, net | Details on property, plant, and equipment follow. March 31, 2016 December 31, 2015 (In thousands) Gathering and processing systems and related equipment $ 1,918,080 $ 1,883,139 Construction in progress 77,596 75,132 Land and line fill 11,436 11,055 Other 32,931 32,427 Total 2,040,043 2,001,753 Less accumulated depreciation 206,278 188,970 Property, plant, and equipment, net $ 1,833,765 $ 1,812,783 |
Schedule of depreciation expense and capitalized interest | Depreciation expense and capitalized interest follow. Three months ended March 31, 2016 2015 (In thousands) Depreciation expense $ 17,370 $ 15,264 Capitalized interest 716 527 |
AMORTIZING INTANGIBLE ASSETS 27
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets and liabilities subject to amortization | Details regarding our intangible assets and the unfavorable gas gathering contract (included in other noncurrent liabilities), all of which are subject to amortization, follow. March 31, 2016 Useful lives (In years) Gross carrying amount Accumulated amortization Net (Dollars in thousands) Favorable gas gathering contracts 18.7 $ 24,195 $ (9,872 ) $ 14,323 Contract intangibles 12.5 426,464 (119,906 ) 306,558 Rights-of-way 26.1 152,195 (20,409 ) 131,786 Total intangible assets $ 602,854 $ (150,187 ) $ 452,667 Unfavorable gas gathering contract 10.0 $ 10,962 $ (6,278 ) $ 4,684 December 31, 2015 Useful lives (In years) Gross carrying amount Accumulated amortization Net (Dollars in thousands) Favorable gas gathering contracts 18.7 $ 24,195 $ (9,534 ) $ 14,661 Contract intangibles 12.5 426,464 (111,052 ) 315,412 Rights-of-way 26.3 150,143 (18,906 ) 131,237 Total intangible assets $ 600,802 $ (139,492 ) $ 461,310 Unfavorable gas gathering contract 10.0 $ 10,962 $ (6,077 ) $ 4,885 |
Recognized amortization expense in other revenues and cost and expenses | We recognized amortization expense in other revenues as follows: Three months ended March 31, 2016 2015 (In thousands) Amortization expense – favorable gas gathering contracts $ (338 ) $ (426 ) Amortization expense – unfavorable gas gathering contract 201 175 We recognized amortization expense in costs and expenses as follows: Three months ended March 31, 2016 2015 (In thousands) Amortization expense – contract intangibles $ 8,854 $ 8,835 Amortization expense – rights-of-way 1,503 1,431 |
Estimated aggregate annual amortization expected to be recognized | The estimated aggregate annual amortization expected to be recognized for the remainder of 2016 and each of the four succeeding fiscal years follows. Intangible assets Unfavorable gas gathering contract (In thousands) 2016 $ 32,500 $ 729 2017 42,028 1,047 2018 41,482 1,035 2019 41,727 1,045 2020 44,373 828 |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | A rollforward of the investment in equity method investees follows. 2016 2015 (In thousands) Investment in equity method investees, January 1 $ 751,168 $ 706,172 Cash contributions 15,645 27,830 Cash distributions (11,804 ) (6,849 ) Income (loss) from equity method investees 6,198 (430 ) Amortization of basis difference in equity method investees (3,338 ) (3,338 ) Investment in equity method investees, March 31 757,869 723,385 March cash contributions (4,291 ) — March cash distributions 4,816 1,884 Basis difference (153,551 ) (166,903 ) Investment in equity method investees, net of basis difference, February 29, 2016 and February 28, 2015 $ 604,843 $ 558,366 The following table presents summarized balance sheet information for Ohio Gathering. February 29, 2016 February 28, 2015 (In thousands) Total assets $ 1,513,668 $ 1,427,142 Total liabilities 45,176 74,674 Members' equity 1,468,492 1,352,468 The following table presents summarized statements of operations information for Ohio Gathering for the three-month periods ended February 29, 2016 and February 28, 2015. Three months ended February 29, 2016 Three months ended February 28, 2015 (In thousands) Total revenues $ 42,997 $ 23,680 Total operating expenses 27,092 24,757 Net income (loss) 15,725 (1,077 ) |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Rollforward of deferred revenue | A rollforward of current deferred revenue follows. Williston Basin Barnett Shale Piceance/DJ Basins Total current (In thousands) Current deferred revenue, January 1, 2016 $ — $ 677 $ — $ 677 Additions — — 2,722 2,722 Less revenue recognized — — (2,722 ) (2,722 ) Current deferred revenue, March 31, 2016 $ — $ 677 $ — $ 677 A rollforward of noncurrent deferred revenue follows. Williston Basin Barnett Shale Piceance/DJ Basins Total noncurrent (In thousands) Noncurrent deferred revenue, January 1, 2016 $ 29,002 $ — $ 16,484 $ 45,486 Additions 235 — 1,238 1,473 Less revenue recognized — — — — Noncurrent deferred revenue, March 31, 2016 $ 29,237 $ — $ 17,722 $ 46,959 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of debt and capital leases | Debt consisted of the following: March 31, 2016 December 31, 2015 (In thousands) Summit Holdings variable rate senior secured revolving credit facility (3.19% at March 31, 2016 and 2.93% at December 31, 2015) due November 2018 $ 721,000 $ 344,000 SMP Holdings variable rate senior secured revolving credit facility (2.43% at December 31, 2015) (1) — 115,000 SMP Holdings variable rate senior secured term loan (2.43% at December 31, 2015) (1) — 217,500 Summit Holdings 5.50% Senior unsecured notes due August 2022 300,000 300,000 less unamortized deferred loan costs (2) (3,981 ) (4,139 ) Summit Holdings 7.50% Senior unsecured notes due July 2021 300,000 300,000 less unamortized deferred loan costs (2) (4,861 ) (5,091 ) Total long-term debt $ 1,312,158 $ 1,267,270 __________ (1) Debt was allocated to the 2016 Drop Down Assets prior to the closing of the 2016 Drop Down but was retained by Summit Investments after close. (2) Issuance costs are being amortized over the life of the notes. |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Level 3 Fair Value Reconciliation | The roll-forward of the Level 3 liabilities measured at fair value on a recurring basis follows. Three months ended March 31, 2016 Three months ended March 31, 2015 (In thousands) Level 3 liabilities, beginning of period $ — $ — Additions 507,427 — Change in fair value 7,463 — Level 3 liabilities, end of period $ 514,890 $ — |
Summary of the estimated fair value of debt instruments | A summary of the estimated fair value of our debt financial instruments follows. March 31, 2016 December 31, 2015 Carrying value Estimated fair value (1) Carrying value Estimated fair value (1) (In thousands) Summit Holdings revolving credit facility $ 721,000 $ 721,000 $ 344,000 $ 344,000 SMP Holdings revolving credit facility (2) — — 115,000 115,000 SMP Holdings term loan (2) — — 217,500 217,500 5.5% Senior notes ($300.0 million principal) 296,019 213,000 295,861 224,000 7.5% Senior notes ($300.0 million principal) 295,139 237,750 294,909 257,000 __________ (1) All estimated fair value calculations are Level 2. (2) Debt was allocated to the 2016 Drop Down Assets prior to the closing of the 2016 Drop Down but was retained by Summit Investments after close. |
PARTNERS' CAPITAL (Tables)
PARTNERS' CAPITAL (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
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, 2016 42,062,644 24,409,850 1,354,700 67,827,194 Net units issued under SMLP LTIP 114,741 — — 114,741 Subordinated unit conversion 24,409,850 (24,409,850 ) — — Units, March 31, 2016 66,587,235 — 1,354,700 67,941,935 |
Schedule of Capital Distribution and Allocation to Partners | The calculation of the capital distribution and its allocation to partners' capital follows (in thousands). Summit Investments' net investment in the 2016 Drop Down Assets $ 771,929 SMP Holdings borrowings allocated to 2016 Drop Down Assets and retained by Summit Investments 342,926 Acquired carrying value of 2016 Drop Down Assets $ 1,114,855 Deferred purchase price obligation $ 507,427 Borrowings under revolving credit facility 360,000 Total consideration paid and recognized by SMLP 867,427 Excess of acquired carrying value over consideration paid and recognized $ 247,428 Allocation of capital contribution: General partner interest $ 4,942 Common limited partner interest 242,486 Partners' capital contribution – excess of acquired carrying value over consideration paid and recognized $ 247,428 |
Details of cash distributions | Cash Distributions Paid and Declared. We paid the following per-unit distributions during the three months ended March 31: Three months ended March 31, 2016 2015 Per-unit distributions to unitholders $ 0.575 $ 0.560 Our payment of IDRs as reported in distributions to unitholders – general partner in the statement of partners' capital during the three months ended March 31 follow. Three months ended March 31, 2016 2015 (In thousands) IDR payments $ 1,935 $ 1,442 |
EARNINGS PER UNIT (Tables)
EARNINGS PER UNIT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per limited partner unit | The following table details the components of EPU. Three months ended March 31, 2016 2015 (In thousands, except per-unit amounts) Numerator for basic and diluted EPU: Allocation of net (loss) income among limited partner interests: Net (loss) income attributable to common units $ (8,264 ) $ 69 Net income attributable to subordinated units (1) 30 Net (loss) income attributable to limited partners $ (8,264 ) $ 99 Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 66,493 34,439 Effect of nonvested phantom units — 146 Weighted-average common units outstanding – diluted 66,493 34,585 Weighted-average subordinated units outstanding – basic and diluted (1) 24,410 (Loss) earnings per limited partner unit: Common unit – basic $ (0.12 ) $ 0.00 Common unit – diluted $ (0.12 ) $ 0.00 Subordinated unit – basic and diluted (1) $ 0.00 __________ (1) The subordinated units converted to common units on a one-for-one basis in February 2016 (see Note 11). |
UNIT-BASED AND NONCASH COMPEN34
UNIT-BASED AND NONCASH COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of unit-based compensation recognized in general and administrative expense | compensation recognized in general and administrative expense related to the SMP Net Profits Interests was as follows: Three months ended March 31, 2016 2015 (In thousands) SMP Net Profits Interests noncash compensation $ 195 $ 251 |
RELATED-PARTY TRANSACTIONS (Tab
RELATED-PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule 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, 2016 2015 (In thousands) Operation and maintenance expense $ 6,749 $ 6,474 General and administrative expense 7,778 7,135 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, was as follows: Three months ended March 31, 2016 2015 (In thousands) Rent expense $ 616 $ 506 |
Accrued environmental remediation | Total (In thousands) Accrued environmental remediation, January 1, 2015 $ 30,000 Payments made by affiliates (13,136 ) Payments made with proceeds from insurance policies (25,000 ) Additional accruals 21,800 Accrued environmental remediation, December 31, 2015 $ 13,664 Payments made by affiliates (1,213 ) Accrued environmental remediation, March 31, 2016 $ 12,451 |
ACQUISITIONS AND DROP DOWN TR37
ACQUISITIONS AND DROP DOWN TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Fair Value of Assets Acquired and Liabilities Assumed | The fair values of the assets acquired and liabilities assumed as of February 15, 2013, were as follows (in thousands): Purchase price assigned to Meadowlark Midstream $ 25,376 Current assets $ 2,227 Property, plant, and equipment 18,795 Other noncurrent assets 4,354 Total assets acquired 25,376 Total liabilities assumed $ — Net identifiable assets acquired $ 25,376 |
Schedule of Revenue and Net Income Disclosures | Revenues and net income or loss for the previously separate entities and the combined amounts, as presented in these unaudited condensed consolidated financial statements follow. Three months ended March 31, 2016 2015 (In thousands) SMLP revenues $ 81,704 $ 72,635 2016 Drop Down Assets revenues 8,867 4,870 Polar and Divide revenues (1) 8,582 Combined revenues $ 90,571 $ 86,087 SMLP net (loss) income $ (6,410 ) $ 1,667 2016 Drop Down Assets net income (loss) 2,745 (7,498 ) Polar and Divide net income (1) 3,346 Combined net loss $ (3,665 ) $ (2,485 ) __________ (1) Results are fully reflected in SMLP's results of operations subsequent to closing the respective drop down. |
ORGANIZATION, BUSINESS OPERAT38
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION (Details) - USD ($) $ in Millions | Feb. 25, 2016 | Mar. 31, 2016 | Mar. 03, 2016 | Dec. 31, 2015 |
ORGANIZATION AND BUSINESS OPERATIONS | ||||
Common limited partner capital, units outstanding | 66,587,000 | 42,063,000 | ||
General partner | ||||
ORGANIZATION AND BUSINESS OPERATIONS | ||||
General partner interest (as a percent) | 2.00% | |||
Summit Investments | General partner | Summit Midstream Partners, LP | ||||
ORGANIZATION AND BUSINESS OPERATIONS | ||||
General partner interest (as a percent) | 2.00% | |||
SMP Holdings | Ohio Gathering | ||||
ORGANIZATION AND BUSINESS OPERATIONS | ||||
Join venture interest | 40.00% | |||
Drop Down Assets 2016 Acquisition | ||||
ORGANIZATION AND BUSINESS OPERATIONS | ||||
Ownership percent | 99.00% | |||
Noncontrolling interest percent | 1.00% | 1.00% | ||
Common units | SMP Holdings | ||||
ORGANIZATION AND BUSINESS OPERATIONS | ||||
Common limited partner capital, units outstanding | 29,854,581 | |||
Accounting Standards Update 2015-03 | Other noncurrent assets | ||||
ORGANIZATION AND BUSINESS OPERATIONS | ||||
Deferred loan costs | $ (9.2) | |||
Accounting Standards Update 2015-03 | Other Noncurrent Assets | ||||
ORGANIZATION AND BUSINESS OPERATIONS | ||||
Deferred loan costs | $ 9.2 |
ORGANIZATION, BUSINESS OPERAT39
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Retained Earnings Adjustments [Line Items] | ||
Gathering services and related fees | $ 78,100 | $ 68,440 |
Other revenues | 4,883 | 5,034 |
Net impact on total revenues | 90,571 | 86,087 |
Cost of natural gas and NGLs | 6,290 | 9,441 |
Net impact on cost of natural gas and NGLs and total costs and expenses | $ 73,850 | 69,471 |
Reclassifications of Revenues and Expenses | ||
Retained Earnings Adjustments [Line Items] | ||
Gathering services and related fees | 3,419 | |
Other revenues | 638 | |
Net impact on total revenues | 4,057 | |
Cost of natural gas and NGLs | 4,057 | |
Net impact on cost of natural gas and NGLs and total costs and expenses | $ 4,057 |
SUMMARY OF SIGNIFICANT ACCOUN40
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and Property, Plant and Equipment (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Gathering and processing systems and related equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Other | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 4 years |
Other | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
SUMMARY OF SIGNIFICANT ACCOUN41
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes and EPS (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 03, 2016 | |
General partner | ||
Significant Accounting Policies [Line Items] | ||
General partner interest (as a percent) | 2.00% | |
Drop Down Assets 2016 Acquisition | ||
Significant Accounting Policies [Line Items] | ||
Noncontrolling interest percent | 1.00% | 1.00% |
SEGMENT INFORMATION - Assets by
SEGMENT INFORMATION - Assets by Reportable Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Assets | $ 3,134,883 | $ 3,164,672 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 3,121,101 | 3,142,381 |
Reportable Segments | Utica Shale | ||
Segment Reporting Information [Line Items] | ||
Assets | 922,717 | 886,223 |
Reportable Segments | Williston Basin | ||
Segment Reporting Information [Line Items] | ||
Assets | 725,641 | 740,361 |
Reportable Segments | Piceance/DJ Basins | ||
Segment Reporting Information [Line Items] | ||
Assets | 829,608 | 866,095 |
Reportable Segments | Barnett Shale | ||
Segment Reporting Information [Line Items] | ||
Assets | 411,118 | 416,586 |
Reportable Segments | Marcellus Shale | ||
Segment Reporting Information [Line Items] | ||
Assets | 232,017 | 233,116 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 13,782 | $ 22,291 |
SEGMENT INFORMATION - Revenues,
SEGMENT INFORMATION - Revenues, Depreciation and Amortization, and Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 90,571 | $ 86,087 |
Depreciation and amortization | 27,865 | 25,781 |
Capital expenditures | 61,326 | 49,470 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 90,571 | 86,087 |
Depreciation and amortization | 27,749 | 25,615 |
Capital expenditures | 61,147 | 49,072 |
Reportable Segments | Utica Shale | ||
Segment Reporting Information [Line Items] | ||
Revenues | 4,283 | 389 |
Depreciation and amortization | 844 | 139 |
Capital expenditures | 34,988 | 22,565 |
Reportable Segments | Williston Basin | ||
Segment Reporting Information [Line Items] | ||
Revenues | 30,008 | 23,066 |
Depreciation and amortization | 8,357 | 7,368 |
Capital expenditures | 18,034 | 18,310 |
Reportable Segments | Piceance/DJ Basins | ||
Segment Reporting Information [Line Items] | ||
Revenues | 28,993 | 30,894 |
Depreciation and amortization | 12,273 | 11,783 |
Capital expenditures | 5,824 | 6,808 |
Reportable Segments | Barnett Shale | ||
Segment Reporting Information [Line Items] | ||
Revenues | 20,402 | 23,897 |
Depreciation and amortization | 4,056 | 4,157 |
Capital expenditures | 563 | 893 |
Reportable Segments | Marcellus Shale | ||
Segment Reporting Information [Line Items] | ||
Revenues | 6,885 | 7,841 |
Depreciation and amortization | 2,219 | 2,168 |
Capital expenditures | 1,738 | 496 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | 116 | 166 |
Capital expenditures | $ 179 | $ 398 |
SEGMENT INFORMATION - Concentra
SEGMENT INFORMATION - Concentration Risk (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Counterparty A - Piceance | Revenue | Customer concentration | ||
Segment Reporting Information [Line Items] | ||
Percent of total revenue (less than 10% for 2016) | 10.00% | 13.00% |
SEGMENT INFORMATION - Adjusted
SEGMENT INFORMATION - Adjusted EBITDA by Reportable Segment (Details) - Reportable Segments - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ 78,790 | $ 68,179 |
Utica Shale | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 15,577 | 5,206 |
Williston Basin | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 19,719 | 10,975 |
Piceance/DJ Basins | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 24,817 | 28,702 |
Barnett Shale | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 14,077 | 16,760 |
Marcellus Shale | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ 4,600 | $ 6,536 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Net Income to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Loss before income taxes | $ (6,602) | $ 1,713 |
Add: | ||
Interest expense | 15,882 | 14,904 |
Deferred purchase price obligation expense | 7,463 | 0 |
Depreciation and amortization | 27,865 | 25,781 |
Proportional adjusted EBITDA for equity method investees | 12,388 | 5,263 |
Adjustments related to MVC shortfall payments | 11,142 | 12,333 |
Unit-based and noncash compensation | 1,956 | 1,563 |
Loss on asset sales | 0 | 0 |
Less: | ||
Interest income | 22 | 1 |
Gain on asset sales | 63 | 0 |
Corporate | ||
Add: | ||
Allocated corporate expenses | 8,781 | 6,623 |
Depreciation and amortization | 116 | 166 |
Reportable Segments | ||
Add: | ||
Depreciation and amortization | 27,749 | 25,615 |
Less: | ||
Total reportable segment adjusted EBITDA | $ 78,790 | $ 68,179 |
SEGMENT INFORMATION - Adjustmen
SEGMENT INFORMATION - Adjustments Related to MVC Shortfall Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Adjustments related to MVC shortfall payments | $ 11,142 | $ 12,333 |
Reportable Segments | Williston Basin | ||
Segment Reporting Information [Line Items] | ||
Adjustments related to MVC shortfall payments | 3,536 | 2,653 |
Reportable Segments | Piceance/DJ Basins | ||
Segment Reporting Information [Line Items] | ||
Adjustments related to MVC shortfall payments | 7,517 | 9,903 |
Reportable Segments | Barnett Shale | ||
Segment Reporting Information [Line Items] | ||
Adjustments related to MVC shortfall payments | $ 89 | $ (223) |
PROPERTY, PLANT, AND EQUIPMEN48
PROPERTY, PLANT, AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Gross | $ 2,040,043 | $ 2,001,753 | |
Less accumulated depreciation | 206,278 | 188,970 | |
Property, plant, and equipment, net | 1,833,765 | 1,812,783 | |
Depreciation expense | 17,370 | $ 15,264 | |
Capitalized interest | 716 | $ 527 | |
Gathering and processing systems and related equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross | 1,918,080 | 1,883,139 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Gross | 77,596 | 75,132 | |
Land and line fill | |||
Property, Plant and Equipment [Line Items] | |||
Gross | 11,436 | 11,055 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Gross | $ 32,931 | $ 32,427 |
AMORTIZING INTANGIBLE ASSETS 49
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 602,854 | $ 600,802 | |
Accumulated amortization | (150,187) | (139,492) | |
Total intangible assets, net | $ 452,667 | $ 461,310 | |
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 | (6,278) | (6,077) | |
Unfavorable gas gathering contract, Net | 4,684 | $ 4,885 | |
Amortization expense | |||
Amortization expense - unfavorable contract | 201 | $ 175 | |
Intangible assets | |||
2,016 | 32,500 | ||
2,017 | 42,028 | ||
2,018 | 41,482 | ||
2,019 | 41,727 | ||
2,020 | 44,373 | ||
Unfavorable gas gathering contract | |||
2,016 | 729 | ||
2,017 | 1,047 | ||
2,018 | 1,035 | ||
2,019 | 1,045 | ||
2,020 | $ 828 | ||
Favorable gas gathering contract | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful lives (In years) | 18 years 8 months 12 days | 18 years 8 months 12 days | |
Gross carrying amount | $ 24,195 | $ 24,195 | |
Accumulated amortization | (9,872) | (9,534) | |
Total intangible assets, net | 14,323 | $ 14,661 | |
Amortization expense | |||
Amortization expense | $ 338 | 426 | |
Contract intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful lives (In years) | 12 years 6 months | 12 years 6 months | |
Gross carrying amount | $ 426,464 | $ 426,464 | |
Accumulated amortization | (119,906) | (111,052) | |
Total intangible assets, net | 306,558 | $ 315,412 | |
Amortization expense | |||
Amortization expense | $ 8,854 | 8,835 | |
Rights-of-way | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful lives (In years) | 26 years 1 month | 26 years 4 months | |
Gross carrying amount | $ 152,195 | $ 150,143 | |
Accumulated amortization | (20,409) | (18,906) | |
Total intangible assets, net | 131,786 | $ 131,237 | |
Amortization expense | |||
Amortization expense | $ 1,503 | $ 1,431 |
GOODWILL (Details)
GOODWILL (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Piceance/DJ Basins | |
Goodwill [Line Items] | |
Goodwill impairment | $ 45.5 |
Williston Basin | |
Goodwill [Line Items] | |
Goodwill impairment | $ 203.4 |
EQUITY METHOD INVESTMENTS - Nar
EQUITY METHOD INVESTMENTS - Narrative (Details) - Ohio Gathering - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | May. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Additional capital contribution | $ 4,291 | $ 0 | $ 15,645 | $ 27,830 | ||
Non-affiliated owners' interest percent | 60.00% | |||||
Option value | $ 7,500 | |||||
Principal Owner | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Cost method ownership interest | 1.00% | |||||
Ownership interest value | $ 190,000 | |||||
Capital contribution | $ 8,400 | |||||
Equity method potential ownership interest | 40.00% | |||||
Equity method ownership interest | 40.00% | |||||
Capital contributions true-ups | $ 326,600 | |||||
Additional capital contribution | 50,400 | |||||
Management fee | $ 5,100 |
EQUITY METHOD INVESTMENTS - Rol
EQUITY METHOD INVESTMENTS - Rollforward of the Investment in Equity Method Investees (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Equity Method Investment [Roll Forward] | ||||
Investment in equity method investees | $ 751,168 | |||
Cash distributions | 11,804 | $ 6,849 | ||
Income (loss) from equity method investees | 2,860 | (3,768) | ||
Investment in equity method investees | $ 757,869 | 757,869 | ||
Ohio Gathering | ||||
Equity Method Investment [Roll Forward] | ||||
Investment in equity method investees | 604,843 | $ 558,366 | 751,168 | 706,172 |
Cash contributions | (4,291) | 0 | (15,645) | (27,830) |
Cash distributions | 4,816 | 1,884 | 11,804 | 6,849 |
Income (loss) from equity method investees | 6,198 | (430) | ||
Amortization of basis difference in equity method investees | (153,551) | (166,903) | (3,338) | (3,338) |
Investment in equity method investees | $ 757,869 | $ 723,385 | $ 757,869 | $ 723,385 |
EQUITY METHOD INVESTMENTS - Bal
EQUITY METHOD INVESTMENTS - Balance Sheet Information (Details) - Ohio Gathering - USD ($) $ in Thousands | Feb. 29, 2016 | Feb. 28, 2015 |
Schedule of Equity Method Investments [Line Items] | ||
Total assets | $ 1,513,668 | $ 1,427,142 |
Total liabilities | 45,176 | 74,674 |
Members' equity | $ 1,468,492 | $ 1,352,468 |
EQUITY METHOD INVESTMENTS - Sta
EQUITY METHOD INVESTMENTS - Statements of Operations Information (Details) - Ohio Gathering - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||
Total revenues | $ 42,997 | $ 23,680 |
Total operating expenses | 27,092 | 24,757 |
Net income (loss) | $ 15,725 | $ (1,077) |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | $ 677 |
Additions, current | 2,722 |
Less revenue recognized, current | (2,722) |
Current deferred revenue, ending balance | 677 |
Noncurrent deferred revenue, beginning balance | 45,486 |
Additions, noncurrent | 1,473 |
Less revenue recognized, noncurrent | 0 |
Noncurrent deferred revenue, ending balance | 46,959 |
Shortfall payments billed and included in accounts receivable | 1,600 |
Williston Basin | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 0 |
Additions, current | 0 |
Less revenue recognized, current | 0 |
Current deferred revenue, ending balance | 0 |
Noncurrent deferred revenue, beginning balance | 29,002 |
Additions, noncurrent | 235 |
Less revenue recognized, noncurrent | 0 |
Noncurrent deferred revenue, ending balance | 29,237 |
Barnett Shale | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 677 |
Additions, current | 0 |
Less revenue recognized, current | 0 |
Current deferred revenue, ending balance | 677 |
Noncurrent deferred revenue, beginning balance | 0 |
Additions, noncurrent | 0 |
Less revenue recognized, noncurrent | 0 |
Noncurrent deferred revenue, ending balance | 0 |
Piceance/DJ Basins | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 0 |
Additions, current | 2,722 |
Less revenue recognized, current | (2,722) |
Current deferred revenue, ending balance | 0 |
Noncurrent deferred revenue, beginning balance | 16,484 |
Additions, noncurrent | 1,238 |
Less revenue recognized, noncurrent | 0 |
Noncurrent deferred revenue, ending balance | $ 17,722 |
DEBT - Components of Long-Term
DEBT - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 1,312,158 | $ 1,267,270 |
Revolving credit facility | ||
Line of Credit Facility [Line Items] | ||
Revolving credit facility | $ 721,000 | $ 344,000 |
Variable interest rate | 3.19% | 2.93% |
Senior Notes | 5.5% Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Senior unsecured notes | $ 300,000 | $ 300,000 |
less unamortized deferred loan costs (2) | $ (3,981) | $ (4,139) |
Stated interest rate | 5.50% | 5.50% |
Senior Notes | 7.5% Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Senior unsecured notes | $ 300,000 | $ 300,000 |
less unamortized deferred loan costs (2) | $ (4,861) | $ (5,091) |
Stated interest rate | 7.50% | 7.50% |
SMP Holdings | Revolving credit facility | ||
Line of Credit Facility [Line Items] | ||
Revolving credit facility | $ 0 | $ 115,000 |
Variable interest rate | 2.43% | |
SMP Holdings | Senior Secured Term Loan | ||
Line of Credit Facility [Line Items] | ||
Secured Debt | $ 0 | $ 217,500 |
Effective percentage | 2.43% |
DEBT - Revolving Credit Facilit
DEBT - Revolving Credit Facility (Details) | Feb. 25, 2016USD ($) | Feb. 24, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015 |
Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity | $ 1,250,000,000 | $ 700,000,000 | ||
Total leverage ratio | 5.50 | 5 | ||
Accordion feature | $ 200,000,000 | |||
Commitment fee on unused portion of the facility (as a percent) | 0.50% | |||
Interest rate at period end | 3.19% | 2.93% | ||
Unused portion under the facility | $ 529,000,000 | |||
Maximum cumulative lease payment obligations allowable under terms of covenants | $ 30,000,000 | |||
Period that cumulative lease payment obligations may not exceed specified amount under terms of covenants | 12 months | |||
Trailing period used in calculating the ratio of EBITDA to net interest expense | 12 months | |||
Ratio of consolidated EBITDA to net interest expense | 2.5 | |||
Trailing period used in calculating the ratio of total indebtedness to consolidated EBITDA | 12 months | |||
Ratio of total indebtedness to consolidated EBITDA | 5 | |||
Ratio of total indebtedness to consolidated EBITDA, for a specified period following certain acquisitions | 5.5 | |||
Period following certain acquisitions, for which higher ratio of total indebtedness to consolidated EBITDA is to be maintained | 270 days | |||
Debt defaults | $ 0 | |||
Senior secured leverage ratio | 3.75 | |||
Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt defaults | $ 0 | |||
Senior Notes | Summit Holdings and Finance Corporation | ||||
Line of Credit Facility [Line Items] | ||||
Buy-back of debt, up to | $ 100,000,000 | |||
LIBOR | Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin (as a percent) | 2.75% | |||
Minimum | Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee on unused portion of the facility (as a percent) | 0.30% | |||
Minimum | ABR | Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin (as a percent) | 0.75% | |||
Minimum | LIBOR | Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin (as a percent) | 1.75% | |||
Maximum | Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee on unused portion of the facility (as a percent) | 0.50% | |||
Maximum | ABR | Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin (as a percent) | 1.75% | |||
Maximum | LIBOR | Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin (as a percent) | 2.75% |
DEBT - Senior Notes (Details)
DEBT - Senior Notes (Details) - USD ($) | 1 Months Ended | |||
Jul. 31, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2013 | |
Summit Holdings | Finance Corp. | ||||
Debt Instrument [Line Items] | ||||
Cumulative percentage ownership in subsidiary | 100.00% | |||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt defaults | $ 0 | |||
5.5% Senior Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.50% | 5.50% | ||
5.5% Senior Notes | Senior Notes | Summit Holdings and Finance Corporation | ||||
Debt Instrument [Line Items] | ||||
Senior unsecured notes | $ 300,000,000 | |||
Stated interest rate | 5.50% | |||
7.5% Senior Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 7.50% | 7.50% | ||
7.5% Senior Notes | Senior Notes | Summit Holdings and Finance Corporation | ||||
Debt Instrument [Line Items] | ||||
Senior unsecured notes | $ 300,000,000 | |||
Stated interest rate | 7.50% |
FINANCIAL INSTRUMENTS - Concent
FINANCIAL INSTRUMENTS - Concentration Risk (Details) - Accounts receivable - Customer concentration - customer | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
CONCENTRATIONS OF RISK | ||
Concentration risk, number | 5 | 5 |
Concentration risk, percentage | 49.00% | 68.00% |
FINANCIAL INSTRUMENTS - Level 3
FINANCIAL INSTRUMENTS - Level 3 Reconciliation (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Level 3 liabilities, beginning of period | $ 0 | $ 0 |
Additions | 507,427 | 0 |
Change in fair value | 7,463 | |
Level 3 liabilities, beginning of period | $ 514,890 | $ 0 |
FINANCIAL INSTRUMENTS - Fair va
FINANCIAL INSTRUMENTS - Fair value of Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Carrying value | Revolving credit facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving credit facility, Estimated fair value (Level 2) | $ 721,000 | $ 344,000 |
Carrying value | SMP Holdings | Revolving credit facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving credit facility, Estimated fair value (Level 2) | 0 | 115,000 |
Carrying value | Senior Secured Term Loan | SMP Holdings | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term loan, Estimated fair value | 0 | 217,500 |
Carrying value | 5.5% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes, Estimated fair value (Level 2) | 296,019 | 295,861 |
Carrying value | 7.5% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes, Estimated fair value (Level 2) | 295,139 | 294,909 |
Estimated fair value | Revolving credit facility | Fair value, Level 2 inputs | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving credit facility, Estimated fair value (Level 2) | 721,000 | 344,000 |
Estimated fair value | SMP Holdings | Revolving credit facility | Fair value, Level 2 inputs | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Revolving credit facility, Estimated fair value (Level 2) | 0 | 115,000 |
Estimated fair value | Senior Secured Term Loan | SMP Holdings | Fair value, Level 2 inputs | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Term loan, Estimated fair value | 0 | 217,500 |
Estimated fair value | 5.5% Senior Notes | Fair value, Level 2 inputs | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes, Estimated fair value (Level 2) | 213,000 | 224,000 |
Estimated fair value | 7.5% Senior Notes | Fair value, Level 2 inputs | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes, Estimated fair value (Level 2) | $ 237,750 | $ 257,000 |
PARTNERS' CAPITAL - Partners' C
PARTNERS' CAPITAL - Partners' Capital and Schedule of Units (Details) | 3 Months Ended |
Mar. 31, 2016shares | |
Rollforwards of the number of partner units | |
Units, beginning balance | 67,827,194 |
Net units issued under SMLP LTIP | 114,741 |
Subordinated unit conversion | 0 |
Units, ending balance | 67,941,935 |
Common | |
Rollforwards of the number of partner units | |
Units, beginning balance | 42,062,644 |
Net units issued under SMLP LTIP | 114,741 |
Subordinated unit conversion | (24,409,850) |
Units, ending balance | 66,587,235 |
Subordinated | |
Rollforwards of the number of partner units | |
Units, beginning balance | 24,409,850 |
Net units issued under SMLP LTIP | 0 |
Subordinated unit conversion | (24,409,850) |
Units, ending balance | 0 |
General partner | |
Rollforwards of the number of partner units | |
Units, beginning balance | 1,354,700 |
Net units issued under SMLP LTIP | 0 |
Subordinated unit conversion | 0 |
Units, ending balance | 1,354,700 |
PARTNERS' CAPITAL - Subordinati
PARTNERS' CAPITAL - Subordination (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Subordinated units | |
Schedule of Partners' Capital [Line Items] | |
Common unit per subordinated unit upon conversion at end of subordination period | 1 |
PARTNERS' CAPITAL - 2016 Drop D
PARTNERS' CAPITAL - 2016 Drop Down (Details) - Drop Down Assets 2016 Acquisition - USD ($) $ in Thousands | Mar. 03, 2016 | Mar. 31, 2016 |
Subsidiary or Equity Method Investee [Line Items] | ||
Cash consideration | $ 360,000 | |
Deferred purchase price obligation | 507,427 | $ 514,900 |
Net investment | $ 1,114,855 |
PARTNERS' CAPITAL - Calculation
PARTNERS' CAPITAL - Calculation of the capital distribution and its allocation (Details) - USD ($) $ in Thousands | Mar. 03, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Subsidiary or Equity Method Investee [Line Items] | |||
Excess of acquired carrying value over consideration paid and recognized | $ 247,428 | $ 0 | |
Drop Down Assets 2016 Acquisition | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Summit Investments' net investment in the 2016 Drop Down Assets | $ 771,929 | ||
SMP Holdings borrowings allocated to 2016 Drop Down Assets and retained by Summit Investments | (342,926) | ||
Acquired carrying value of 2016 Drop Down Assets | 1,114,855 | ||
Deferred purchase price obligation | 507,427 | 514,900 | |
Borrowings under revolving credit facility | 360,000 | ||
Total consideration paid and recognized by SMLP | 867,427 | ||
Excess of acquired carrying value over consideration paid and recognized | 247,428 | ||
General partner | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Excess of acquired carrying value over consideration paid and recognized | 4,942 | 4,942 | |
Limited partners, Common | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Excess of acquired carrying value over consideration paid and recognized | 242,486 | 242,486 | |
Summit Investments' equity in contributed subsidiaries | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Excess of acquired carrying value over consideration paid and recognized | $ 247,428 | $ (247,428) |
PARTNERS' CAPITAL - Cash Distri
PARTNERS' CAPITAL - Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 21, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Distribution Made to Limited Partner [Line Items] | |||
Per-unit distribution (in dollars per unit) | $ 0.575 | $ 0.560 | |
Subsequent Event | |||
Distribution Made to Limited Partner [Line Items] | |||
Per-unit distribution (in dollars per unit) | $ 0.575 | ||
Cash declared to unit holders | $ 41 | ||
Marginal percentage | 25.00% |
PARTNERS' CAPITAL - Partnership
PARTNERS' CAPITAL - Partnership Target Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Schedule of Partnership Target Distributions [Line Items] | ||
IDR payments | $ 1,935 | $ 1,442 |
General partner | ||
Schedule of Partnership Target Distributions [Line Items] | ||
Quarterly distributions per unit, incentive threshold | $ 0.46 | |
General partner | Maximum | ||
Schedule of Partnership Target Distributions [Line Items] | ||
Percentage interest in distributions in excess of incentive threshold | 50.00% |
EARNINGS PER UNIT (Details)
EARNINGS PER UNIT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net (loss) income attributable to limited partners | $ (8,264) | $ 99 |
Phantom Units | ||
(Loss) earnings per limited partner unit: | ||
Antidilutive securities excluded from the calculation of diluted loss per common unit (in unit) | 496,959 | 8,524 |
Common units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net (loss) income attributable to limited partners | $ (8,264) | $ 69 |
Weighted-average units outstanding - basic | 66,493,000 | 34,439,000 |
Effect of nonvested phantom units | 0 | 146,000 |
Weighted-average units outstanding – diluted | 66,493,000 | 34,585,000 |
(Loss) earnings per limited partner unit: | ||
Basic (in dollars per share) | $ (0.12) | $ 0 |
Diluted (in dollars per share) | $ (0.12) | $ 0 |
Subordinated Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net (loss) income attributable to limited partners | $ 30 | |
Weighted-average units outstanding - basic | 24,410,000 | |
Weighted-average units outstanding – diluted | 24,410,000 | |
(Loss) earnings per limited partner unit: | ||
Basic (in dollars per share) | $ 0 | |
Diluted (in dollars per share) | $ 0 |
UNIT-BASED AND NONCASH COMPEN69
UNIT-BASED AND NONCASH COMPENSATION - SMLP Long-Term Incentive Plan (Details) - SMLP LTIP | 1 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units available for future issuance | 3,900,000 |
Phantom Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units granted | 488,482 |
Grant date fair value (in dollars per share) | $ / shares | $ 14.82 |
Award vesting period | 3 years |
Unit vested | 120,920 |
UNIT-BASED AND NONCASH COMPEN70
UNIT-BASED AND NONCASH COMPENSATION - SMP Net Profits Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unit-based compensation | $ 1,761 | $ 1,312 |
SMP Net Profits Interests | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent of membership interests | 7.50% | |
Summit Investments' equity in contributed subsidiaries | SMP Net Profits Interests | General and administrative expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unit-based compensation | $ 195 | $ 251 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - General partner - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Operation and maintenance expense | ||
RELATED-PARTY TRANSACTIONS | ||
Expenses from transactions with related party | $ 6,749 | $ 6,474 |
General and administrative expense | ||
RELATED-PARTY TRANSACTIONS | ||
Expenses from transactions with related party | $ 7,778 | $ 7,135 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) | Jun. 19, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Loss Contingencies [Line Items] | |||
Rent expense | $ 616,000 | $ 506,000 | |
Meadowland Midstream Gathering System | Principal Owner | Maximum | |||
Loss Contingencies [Line Items] | |||
Pollution liability policy maximum coverage | 25,000,000 | ||
Property and business interruption policy maximum coverage | $ 200,000,000 | ||
North Dakota Industrial Commission Case | Meadowland Midstream Gathering System | Principal Owner | |||
Loss Contingencies [Line Items] | |||
Litigation damages south by plaintiff | $ 2,500,000 |
COMMITMENTS AND CONTINGENCIES73
COMMITMENTS AND CONTINGENCIES - Accrual for Environmental Loss Contingencies (Details) - Meadowlark Midstream Water Gathering System - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Accrued environmental remediation at beginning of period | $ 13,664 | $ 30,000 |
Payments made by affiliates | (1,213) | (13,136) |
Payments made with proceeds from insurance policies | (25,000) | |
Additional accruals | 21,800 | |
Accrued environmental remediation at end of period | $ 12,451 | $ 13,664 |
ACQUISITIONS AND DROP DOWN TR74
ACQUISITIONS AND DROP DOWN TRANSACTIONS - 2016 Drop Down (Details) $ in Thousands | Mar. 03, 2016USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) |
Transactions Under Common Control [Line Items] | |||
Deferred purchase price obligation expense | $ 7,463 | $ 0 | |
Drop Down Assets 2016 Acquisition | |||
Transactions Under Common Control [Line Items] | |||
Cash consideration | $ 360,000 | ||
Deferred payment multiple | 6.5 | ||
Estimated future payment obligation | $ 860,300 | ||
Deferred purchase price obligation | $ 507,427 | 514,900 | |
Discount rate | 13.00% | ||
Deferred purchase price obligation expense | $ 7,500 |
ACQUISITIONS AND DROP DOWN TR75
ACQUISITIONS AND DROP DOWN TRANSACTIONS - Summit Utica (Details) $ in Millions | Dec. 15, 2014USD ($) |
Principal Owner | Utica Shale Play | |
Business Acquisition [Line Items] | |
Purchase price assigned to Meadowlark Midstream | $ 25.2 |
ACQUISITIONS AND DROP DOWN TR76
ACQUISITIONS AND DROP DOWN TRANSACTIONS - Fair Value of Assets Acquired and Liabilities Assumed (Details) - Principal Owner - Meadowlark Midstream Company, LLC $ in Thousands | Feb. 15, 2013USD ($) |
Business Acquisition [Line Items] | |
Purchase price assigned to Meadowlark Midstream | $ 25,376 |
Current assets | 2,227 |
Property, plant, and equipment | 18,795 |
Other noncurrent assets | 4,354 |
Total assets acquired | 25,376 |
Total liabilities assumed | 0 |
Net identifiable assets acquired | $ 25,376 |
ACQUISITIONS AND DROP DOWN TR77
ACQUISITIONS AND DROP DOWN TRANSACTIONS - Supplemental Disclosures As-If Pooled Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Acquisition [Line Items] | ||
Revenues | $ 90,571 | $ 86,087 |
Net loss | (3,665) | (2,485) |
Summit Midstream Partners, LP | ||
Business Acquisition [Line Items] | ||
Revenues | 81,704 | 72,635 |
Net loss | (6,410) | 1,667 |
Drop Down Assets 2016 Acquisition | ||
Business Acquisition [Line Items] | ||
Revenues | 8,867 | 4,870 |
Net loss | $ 2,745 | (7,498) |
Polar Midstream and Divide | ||
Business Acquisition [Line Items] | ||
Revenues | 8,582 | |
Net loss | $ 3,346 |