Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 31, 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 | Jun. 30, 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 | Q2 | |
Common units | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 66,588,168 | |
General Partner Units | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,354,700 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 6,743 | $ 21,793 |
Accounts receivable | 48,305 | 89,581 |
Other current assets | 2,138 | 3,573 |
Total current assets | 57,186 | 114,947 |
Property, plant and equipment, net | 1,846,147 | 1,812,783 |
Intangible assets, net | 441,961 | 461,310 |
Investment in equity method investees | 711,021 | 751,168 |
Goodwill | 16,211 | 16,211 |
Other noncurrent assets | 8,748 | 8,253 |
Total assets | 3,081,274 | 3,164,672 |
Current liabilities: | ||
Trade accounts payable | 21,597 | 40,808 |
Due to affiliate | 183 | 1,149 |
Deferred revenue | 0 | 677 |
Ad valorem taxes payable | 7,658 | 10,271 |
Accrued interest | 17,483 | 17,483 |
Accrued environmental remediation | 8,026 | 7,900 |
Other current liabilities | 13,781 | 13,297 |
Total current liabilities | 68,728 | 91,585 |
Long-term debt | 1,312,539 | 1,267,270 |
Deferred purchase price obligation | 532,355 | 0 |
Deferred revenue | 48,196 | 45,486 |
Noncurrent accrued environmental remediation | 3,886 | 5,764 |
Other noncurrent liabilities | 8,031 | 7,268 |
Total liabilities | 1,973,735 | 1,417,373 |
Commitments and contingencies (Note 15) | ||
Common limited partner capital (66,588 units issued and outstanding at June 30, 2016 and 42,063 units issued and outstanding at December 31, 2015) | 1,068,680 | 744,977 |
Subordinated limited partner capital (0 units issued and outstanding at June 30, 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 June 30, 2016 and December 31, 2015) | 27,822 | 25,634 |
Noncontrolling interest | 11,037 | 0 |
Summit Investments' equity in contributed subsidiaries | 0 | 763,057 |
Total partners' capital | 1,107,539 | 1,747,299 |
Total liabilities and partners' capital | $ 3,081,274 | $ 3,164,672 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - shares shares in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common limited partner capital, units issued | 66,588 | 42,063 |
Common limited partner capital, units outstanding | 66,588 | 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 (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
Gathering services and related fees | $ 76,187 | $ 69,754 | $ 154,287 | $ 138,194 |
Natural gas, NGLs and condensate sales | 8,581 | 11,967 | 16,169 | 24,580 |
Other revenues | 4,867 | 5,133 | 9,750 | 10,167 |
Total revenues | 89,635 | 86,854 | 180,206 | 172,941 |
Costs and expenses: | ||||
Cost of natural gas and NGLs | 6,864 | 8,574 | 13,154 | 18,015 |
Operation and maintenance | 23,410 | 23,595 | 49,252 | 46,385 |
General and administrative | 12,876 | 11,632 | 25,755 | 23,231 |
Transaction costs | 122 | 822 | 1,296 | 932 |
Depreciation and amortization | 27,963 | 26,019 | 55,691 | 51,549 |
Loss (gain) on asset sales, net | 74 | (214) | 11 | (214) |
Long-lived asset impairment | 569 | 0 | 569 | 0 |
Total costs and expenses | 71,878 | 70,428 | 145,728 | 139,898 |
Other income | 19 | 0 | 41 | 1 |
Interest income | 0 | 0 | 0 | 1 |
Interest expense | (16,035) | (15,599) | (31,917) | (30,503) |
Deferred purchase price obligation expense | (17,465) | 0 | (24,928) | 0 |
(Loss) income before income taxes | (15,724) | 827 | (22,326) | 2,541 |
Income tax (expense) benefit | (360) | 263 | (283) | (167) |
Loss from equity method investees | (34,471) | (3,486) | (31,611) | (7,254) |
Net loss | (50,555) | (2,396) | (54,220) | (4,880) |
Net (loss) income attributable to Summit Investments | 0 | (5,381) | 2,745 | (9,532) |
Net loss attributable to noncontrolling interest | (268) | 0 | (224) | 0 |
Net (loss) income attributable to SMLP | (50,287) | 2,985 | (56,741) | 4,652 |
Less net (loss) income attributable to general partner, including IDRs | 935 | 1,891 | 2,746 | 3,459 |
Net (loss) income attributable to limited partners | $ (51,222) | 1,094 | $ (59,487) | 1,193 |
Common units | ||||
Costs and expenses: | ||||
Net (loss) income attributable to limited partners | $ 1,847 | $ 1,490 | ||
(Loss) earnings per limited partner unit: | ||||
Basic (in dollars per share) | $ (0.77) | $ 0.05 | $ (0.89) | $ 0.04 |
Diluted (in dollars per share) | $ (0.77) | $ 0.05 | $ (0.89) | $ 0.04 |
Weighted-average limited partner units outstanding: | ||||
Basic (shares) | 66,587 | 38,278 | 66,540 | 36,369 |
Diluted (shares) | 66,587 | 38,461 | 66,540 | 36,477 |
Subordinated Units | ||||
Costs and expenses: | ||||
Net (loss) income attributable to limited partners | $ (753) | $ (297) | ||
(Loss) earnings per limited partner unit: | ||||
Basic (in dollars per share) | $ (0.03) | $ (0.01) | ||
Diluted (in dollars per share) | $ (0.03) | $ (0.01) | ||
Weighted-average limited partner units outstanding: | ||||
Basic (shares) | 24,410 | 24,410 | ||
Diluted (shares) | 24,410 | 24,410 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (UNAUDITED) - 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 | $ 1,830,678 | $ 863,789 | $ 649,060 | $ 293,153 | $ 24,676 | ||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Net income (loss) | (4,880) | (9,532) | 715 | 478 | 3,459 | ||||
Distributions to unitholders | (70,619) | (38,769) | (27,462) | (4,388) | |||||
Unit-based compensation | 3,049 | $ 502 | $ 502 | 3,049 | |||||
Tax withholdings on vested SMLP LTIP awards | (936) | (936) | |||||||
Issuance of common units, net of offering costs | 222,119 | 222,119 | |||||||
Contribution from general partner | 4,737 | 4,737 | |||||||
Cash advance from Summit Investments to contributed subsidiaries, net | 286,799 | 286,799 | |||||||
Purchases | (290,000) | (290,000) | |||||||
Excess of acquired carrying value over consideration paid for Polar and Divide | (126,044) | 77,423 | 46,100 | 2,521 | |||||
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 13,352 | 13,352 | |||||||
Capitalized interest allocated from Summit Investments to contributed subsidiaries | 558 | 558 | |||||||
Distribution of debt related to Carve-Out Financial Statements of Summit Investments (see Notes 2 and 11) | 0 | ||||||||
Excess of acquired carrying value over consideration paid and recognized for 2016 Drop Down Assets | 0 | ||||||||
Ending balance at Jun. 30, 2015 | 1,995,359 | 739,424 | 912,661 | 312,269 | 31,005 | ||||
Beginning balance at Dec. 31, 2015 | 1,747,299 | $ 0 | 763,057 | 744,977 | 213,631 | 25,634 | |||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||||||
Net income (loss) | (54,220) | (224) | 2,745 | (60,527) | 1,040 | 2,746 | |||
Distributions to unitholders | (82,020) | (62,475) | (14,034) | (5,511) | |||||
Unit-based compensation | 3,665 | $ 285 | $ 130 | 3,665 | $ 155 | ||||
Tax withholdings on vested SMLP LTIP awards | (796) | (796) | |||||||
Cash advance from Summit Investments to contributed subsidiaries, net | 12,214 | 12,214 | |||||||
Purchases | (866,858) | (866,858) | |||||||
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 4,821 | 4,821 | |||||||
Capitalized interest allocated from Summit Investments to contributed subsidiaries | 223 | 223 | |||||||
Subordinated units conversion | 200,637 | (200,637) | |||||||
Establishment of noncontrolling interest | 11,261 | (11,261) | |||||||
Distribution of debt related to Carve-Out Financial Statements of Summit Investments (see Notes 2 and 11) | 342,926 | 342,926 | |||||||
Excess of acquired carrying value over consideration paid and recognized for 2016 Drop Down Assets | 247,997 | (247,997) | 243,044 | 4,953 | |||||
Ending balance at Jun. 30, 2016 | $ 1,107,539 | $ 11,037 | $ 0 | $ 1,068,680 | $ 0 | $ 27,822 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (54,220) | $ (4,880) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 55,957 | 52,012 |
Amortization of deferred loan costs | 1,947 | 2,196 |
Deferred purchase price obligation expense | 24,928 | 0 |
Unit-based and noncash compensation | 3,950 | 3,551 |
Loss from equity method investees | 31,611 | 7,254 |
Distributions from equity method investees | 24,181 | 13,869 |
Loss (gain) on asset sales, net | 11 | (214) |
Long-lived asset impairment | 569 | 0 |
Write-off of debt issuance costs | 0 | (727) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 41,276 | 36,778 |
Trade accounts payable | 1,447 | (2,031) |
Due to affiliate | (966) | 5,162 |
Change in deferred revenue | 2,033 | 5,845 |
Ad valorem taxes payable | (2,613) | (2,413) |
Accrued interest | 0 | (1,375) |
Accrued environmental remediation | (1,752) | (10,196) |
Other, net | 3,141 | (1,289) |
Net cash provided by operating activities | 131,500 | 104,996 |
Cash flows from investing activities: | ||
Capital expenditures | (91,372) | (131,517) |
Contributions to equity method investees | (15,645) | (64,396) |
Acquisitions of gathering systems from affiliate, net of acquired cash | (359,431) | (292,941) |
Other, net | (435) | 238 |
Net cash used in investing activities | (466,883) | (488,616) |
Cash flows from financing activities: | ||
Distributions to unitholders | (82,020) | (70,619) |
Borrowings under revolving credit facility | 439,300 | 257,000 |
Repayments under revolving credit facility | (50,300) | (151,000) |
Repayments under term loan | 0 | (177,500) |
Deferred loan costs | (2,766) | (136) |
Proceeds from issuance of common units, net | 0 | 222,119 |
Contribution from general partner | 0 | 4,737 |
Cash advance from Summit Investments to contributed subsidiaries, net | 12,214 | 286,799 |
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 4,821 | 13,352 |
Other, net | (916) | (936) |
Net cash provided by financing activities | 320,333 | 383,816 |
Net change in cash and cash equivalents | (15,050) | 196 |
Cash and cash equivalents, beginning of period | 21,793 | 27,811 |
Cash and cash equivalents, end of period | 6,743 | 28,007 |
Supplemental cash flow disclosures: | ||
Cash interest paid | 31,464 | 30,331 |
Less capitalized interest | 1,779 | 1,361 |
Interest paid (net of capitalized interest) | 29,685 | 28,970 |
Cash paid for taxes | 0 | 0 |
Noncash investing and financing activities: | ||
Capital expenditures in trade accounts payable (period-end accruals) | 14,322 | 29,357 |
Issuance of deferred purchase price obligation to affiliate to partially fund the 2016 Drop Down | 507,427 | 0 |
Capitalized interest allocated from Summit Investments to contributed subsidiaries | 223 | 558 |
Excess of acquired carrying value over consideration paid and recognized for 2016 Drop Down Assets | 247,997 | 0 |
Excess of acquired carrying value over consideration paid for Polar and Divide | 0 | 126,044 |
Distribution of debt related to Carve-Out Financial Statements of Summit Investments (see Notes 2 and 11) | $ 342,926 | $ 0 |
ORGANIZATION, BUSINESS OPERATIO
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 6 Months Ended |
Jun. 30, 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 various operating subsidiaries, each of which is owned or controlled by our wholly owned subsidiary holding company, Summit Midstream Holdings, LLC ("Summit Holdings"), a Delaware limited liability company. 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 June 30, 2016 , Summit Investments beneficially owned 29,854,581 SMLP common units. 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 its limited partner interest in Summit Midstream OpCo, LP ("OpCo"), a Delaware limited partnership that owns (i) 100% of 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 (ii) a 40.0% ownership interest in each of Ohio Gathering Company, L.L.C. and Ohio Condensate Company, L.L.C. (collectively with OpCo and the Contributed Entities, the “2016 Drop Down Assets”)(the “2016 Drop Down”). The 2016 Drop Down closed on March 3, 2016. Subsequent to closing, SMP Holdings retained a 1.0% noncontrolling interest in OpCo, which is managed by Summit Midstream OpCo GP, LLC ("OpCo GP"), a Delaware limited liability company and a wholly owned subsidiary of Summit Holdings. 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 system ("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. ("OGC") and Ohio Condensate Company, L.L.C. ("OCC" and together with OGC, "Ohio Gathering") operate a natural gas gathering system and a condensate stabilization facility in the Appalachian Basin, which includes the Utica and Point Pleasant shale 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 subsidiaries. All intercompany transactions among the consolidated entities have been eliminated in consolidation. The financial position, results of operations and cash flows of (i) acquired drop down assets, liabilities and expenses or (ii) 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 adjustments, which are necessary to fairly present the unaudited condensed consolidated balance sheet as of June 30, 2016, the unaudited condensed consolidated statements of operations for the three- and six-month periods ended June 30, 2016 and 2015, and the unaudited condensed consolidated statements of partners' capital and cash flows for the six-month periods ended June 30, 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, and as updated and superseded by our current report on Form 8-K dated June 6, 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 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, total partners' capital or segment adjusted EBITDA, follows. Three months ended June 30, 2015 Six months ended June 30, 2015 (In thousands) Gathering services and related fees $ 3,050 $ 6,468 Other revenues 620 1,258 Net impact on total revenues $ 3,670 $ 7,726 Cost of natural gas and NGLs $ 3,670 $ 7,726 Net impact on total costs and expenses $ 3,670 $ 7,726 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 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 incurred 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 related to the 2016 Drop Down Assets. 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 SMP Holdings' ownership interest in OpCo. For financial reporting purposes, we consolidate OpCo and its wholly owned subsidiaries with our wholly owned subsidiaries and SMP Holdings' interest is shown as noncontrolling interest in partners' capital. We reflect changes in our ownership of OpCo 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 OpCo (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 change to our position regarding ASU 2014-09 during 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, 2018, 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. • ASU No. 2016-12 Revenue From Contracts With Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ("ASU No. 2016.12"). ASU No. 2016.12 does not change the core principle of the guidance in Topic 606. Rather, the amendments therein affect only the narrow aspects of Topic 606 including assessing the collectability criterion and issues related to contract modification at transition and completed contracts at transition. 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 | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION As of June 30, 2016, our reportable segments are: • the Utica Shale, which includes our ownership interest in Ohio Gathering and 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 (see Note 7) 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. 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 Gathering. Corporate represents those assets and liabilities and revenues and expenses that are (i) not specifically attributable to a reportable segment, (ii) not individually reportable, or (iii) that have not been allocated to our reportable segments. Assets by reportable segment follow. June 30, 2016 December 31, 2015 (In thousands) Assets: Utica Shale (1) $ 892,969 $ 886,224 Williston Basin 716,926 740,361 Piceance/DJ Basins 819,954 866,095 Barnett Shale 407,667 416,586 Marcellus Shale 229,898 233,116 Total reportable segment assets 3,067,414 3,142,382 Corporate 13,860 22,290 Total assets $ 3,081,274 $ 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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Revenues: Utica Shale $ 5,403 $ 515 $ 9,686 $ 904 Williston Basin 27,507 23,650 57,517 46,718 Piceance/DJ Basins 29,411 31,083 58,402 61,977 Barnett Shale 20,856 23,823 41,257 47,720 Marcellus Shale 6,458 7,783 13,344 15,622 Total reportable segment revenues and total revenues $ 89,635 $ 86,854 $ 180,206 $ 172,941 Counterparties accounting for more than 10% of total revenues were as follows: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 Percentage of total revenues: Counterparty A - Piceance/DJ Basins * 12 % * 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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Depreciation and amortization: Utica Shale $ 952 $ 217 $ 1,796 $ 357 Williston Basin 8,410 7,729 16,767 15,096 Piceance/DJ Basins 12,297 11,818 24,570 23,600 Barnett Shale 4,057 4,114 8,113 8,271 Marcellus Shale 2,222 2,169 4,441 4,338 Total reportable segment depreciation and amortization 27,938 26,047 55,687 51,662 Corporate 154 184 270 350 Total depreciation and amortization $ 28,092 $ 26,231 $ 55,957 $ 52,012 Cash paid for capital expenditures by reportable segment follow. Six months ended June 30, 2016 2015 (In thousands) Capital expenditures: Utica Shale $ 54,064 $ 40,195 Williston Basin 21,919 76,470 Piceance/DJ Basins 10,633 11,900 Barnett Shale 2,109 1,922 Marcellus Shale 2,135 637 Total reportable segment capital expenditures 90,860 131,124 Corporate 512 393 Total capital expenditures $ 91,372 $ 131,517 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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Reportable segment adjusted EBITDA: Utica Shale (1) $ 17,452 $ 6,414 $ 33,029 $ 11,621 Williston Basin 19,209 12,638 38,929 23,615 Piceance/DJ Basins 26,231 28,207 51,046 56,909 Barnett Shale 13,913 15,540 27,990 32,301 Marcellus Shale 4,807 6,162 9,408 12,696 Total of reportable segments’ measures of profit or loss $ 81,612 $ 68,961 $ 160,402 $ 137,142 __________ (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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Reconciliation of (loss) income before income taxes to total of reportable segments' measure of profit or loss: (Loss) income before income taxes $ (15,724 ) $ 827 $ (22,326 ) $ 2,541 Add: Allocated corporate expenses 9,247 7,043 18,006 13,666 Interest expense 16,035 15,599 31,917 30,503 Deferred purchase price obligation expense 17,465 — 24,928 — Depreciation and amortization 28,092 26,231 55,957 52,012 Proportional adjusted EBITDA for equity method investees 12,725 6,552 25,113 11,816 Adjustments related to MVC shortfall payments 11,135 10,935 22,277 23,268 Unit-based and noncash compensation 1,994 1,988 3,950 3,551 Loss on asset sales 77 24 134 24 Long-lived asset impairment 569 — 569 — Less: Interest income — — — 1 Gain on asset sales 3 238 123 238 Total of reportable segments’ measures of profit or loss $ 81,612 $ 68,961 $ 160,402 $ 137,142 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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Adjustments related to MVC shortfall payments: Williston Basin $ 4,261 $ 2,847 $ 7,797 $ 5,500 Piceance/DJ Basins 7,456 9,866 14,973 19,769 Barnett Shale (582 ) (1,778 ) (493 ) (2,001 ) Total adjustments related to MVC shortfall payments $ 11,135 $ 10,935 $ 22,277 $ 23,268 |
PROPERTY, PLANT, AND EQUIPMENT,
PROPERTY, PLANT, AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | PROPERTY, PLANT, AND EQUIPMENT, NET Details on property, plant, and equipment follow. June 30, 2016 December 31, 2015 (In thousands) Gathering and processing systems and related equipment $ 1,923,234 $ 1,883,139 Construction in progress 101,743 75,132 Land and line fill 11,442 11,055 Other 33,552 32,427 Total 2,069,971 2,001,753 Less accumulated depreciation 223,824 188,970 Property, plant, and equipment, net $ 1,846,147 $ 1,812,783 Depreciation expense and capitalized interest follow. Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Depreciation expense $ 17,595 $ 15,721 $ 34,966 $ 30,985 Capitalized interest 1,063 834 1,779 1,361 |
AMORTIZING INTANGIBLE ASSETS AN
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT | 6 Months Ended |
Jun. 30, 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. June 30, 2016 Useful lives (In years) Gross carrying amount Accumulated amortization Net (Dollars in thousands) Favorable gas gathering contracts 18.7 $ 24,195 $ (10,189 ) $ 14,006 Contract intangibles 12.5 426,464 (128,760 ) 297,704 Rights-of-way 26.1 152,174 (21,923 ) 130,251 Total intangible assets $ 602,833 $ (160,872 ) $ 441,961 Unfavorable gas gathering contract 10.0 $ 10,962 $ (6,466 ) $ 4,496 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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Amortization expense – favorable gas gathering contracts $ (317 ) $ (375 ) $ (655 ) $ (801 ) Amortization expense – unfavorable gas gathering contract 188 163 389 338 We recognized amortization expense in costs and expenses as follows: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Amortization expense – contract intangibles $ 8,854 $ 8,835 $ 17,708 $ 17,670 Amortization expense – rights-of-way 1,514 1,463 3,017 2,894 The estimated aggregate annual amortization expected to be recognized for the remainder of 2016 and each of the four succeeding fiscal years follows. Amortizing intangible assets Unfavorable gas gathering contract (In thousands) 2016 $ 21,607 $ 509 2017 42,027 1,047 2018 41,481 1,035 2019 41,726 1,045 2020 44,374 860 |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 30, 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 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 | 6 Months Ended |
Jun. 30, 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) $5.4 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 June 30, 2016. In June 2016, an impairment loss was recognized by the operator of OCC. The Partnership recorded its 40.0% share of the impairment loss, or $37.8 million , in loss from equity method investees in the consolidated statements of operations. Although we recognize activity for Ohio Gathering on a one-month lag, we recorded the impairment loss in May 2016 activity because the information was available to us prior to receiving the full June 2016 financial results. A reconciliation of our 40% ownership interest in Ohio Gathering to our investment per Ohio Gathering's books and records follows (in thousands). Investment in equity method investees, June 30, 2016 $ 711,021 June cash distributions 3,847 Basis difference (150,213 ) Impairment loss 37,782 Investment in equity method investees, net of basis difference, May 31, 2016 $ 602,437 Summarized statements of operations information for OGC and OCC follows (amounts represent 100% of investee financial information). Three months ended May 31, 2016 Three months ended May 31, 2015 OGC OCC OGC OCC (In thousands) Total revenues $ 38,444 $ 5,417 $ 26,531 $ 831 Total operating expenses 22,572 98,748 23,755 3,881 Net income (loss) 15,868 (93,701 ) 2,776 (3,315 ) Six months ended May 31, 2016 Six months ended May 31, 2015 OGC OCC OGC OCC (In thousands) Total revenues $ 76,243 $ 10,615 $ 50,182 $ 860 Total operating expenses 45,105 103,307 46,327 6,066 Net income (loss) 31,137 (93,245 ) 3,856 (5,472 ) |
DEFERRED REVENUE
DEFERRED REVENUE | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | DEFERRED REVENUE A rollforward of current deferred revenue follows. Williston Basin Piceance/DJ Basins Barnett Shale Total current (In thousands) Current deferred revenue, January 1, 2016 $ — $ — $ 677 $ 677 Additions — 5,484 — 5,484 Less revenue recognized — 5,484 677 6,161 Current deferred revenue, June 30, 2016 $ — $ — $ — $ — A rollforward of noncurrent deferred revenue follows. Williston Basin Piceance/DJ Basins Barnett Shale Total noncurrent (In thousands) Noncurrent deferred revenue, January 1, 2016 $ 29,002 $ 16,484 $ — $ 45,486 Additions 235 2,475 — 2,710 Less revenue recognized — — — — Noncurrent deferred revenue, June 30, 2016 $ 29,237 $ 18,959 $ — $ 48,196 As of June 30, 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 | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt consisted of the following: June 30, 2016 December 31, 2015 (In thousands) Summit Holdings variable rate senior secured revolving credit facility (2.97% at June 30, 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 Unamortized deferred loan costs (2) (3,826 ) (4,139 ) Summit Holdings 7.50% Senior unsecured notes due July 2021 300,000 300,000 Unamortized deferred loan costs (2) (4,635 ) (5,091 ) Total long-term debt $ 1,312,539 $ 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 March 3, 2016 closing 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 other than OpCo, Summit Utica, Meadowlark Midstream and Tioga Midstream ("Non-Guarantor 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 June 30, 2016, the applicable margin under LIBOR borrowings was 2.50% , the interest rate was 2.97% 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 June 30, 2016 , we were in compliance with the revolving credit facility's covenants. There were no defaults or events of default during the six months ended June 30, 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"). Bison Midstream and its subsidiaries, Grand River and its subsidiary, DFW Midstream Services and OpCo GP (collectively, the "Guarantor Subsidiaries") and SMLP have fully and unconditionally and jointly and severally guaranteed the 5.5% senior notes and the 7.5% senior notes (collectively, the "Senior Notes")(see Note 17). The Senior Notes have not been guaranteed by the Co-Issuers or the Non-Guarantor Subsidiaries. The Non-Guarantor Subsidiaries were previously guarantors of the Senior Notes. On August 5, 2016, a consent and waiver agreement to the revolving credit facility was executed to remove the guarantees of the entities that now comprise the Non-Guarantor Subsidiaries group effective March 30, 2016. There are no significant restrictions on the ability of SMLP or Summit Holdings to obtain funds from its subsidiaries by dividend or loan. Finance Corp. has had no assets or operations since inception in 2013. As of June 30, 2016 , we were in compliance with the covenants of the Senior Notes. There were no defaults or events of default during the six months ended June 30, 2016 . |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 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 46% of total accounts receivable at June 30, 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. 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 rollforward of the Level 3 liabilities measured at fair value on a recurring basis follows (in thousands). Level 3 liabilities, January 1, 2016 $ — Additions 507,427 Change in fair value 24,928 Level 3 liabilities, June 30, 2016 $ 532,355 A summary of the estimated fair value of our debt financial instruments follows. June 30, 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) 296,174 257,500 295,861 224,000 7.5% Senior notes ($300.0 million principal) 295,365 284,375 294,909 257,000 __________ (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 June 30, 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 | 6 Months Ended |
Jun. 30, 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 115,674 — — 115,674 Subordinated unit conversion 24,409,850 (24,409,850 ) — — Units, June 30, 2016 66,588,168 — 1,354,700 67,942,868 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 OpCo and its subsidiaries 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. Net income or loss was attributed to Summit Investments for: • the 2016 Drop Down Assets during the six months ended June 30, 2016 and the three and six months ended June 30, 2015 and • Polar and Divide during the three and six months ended June 30, 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 16). In June 2016, we received a working capital adjustment of $0.6 million from a subsidiary of Summit Investments. We recognized a capital contribution from Summit Investments for the difference between (i) the net 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 Working capital adjustment received from a subsidiary of Summit Investments (569 ) Total consideration paid and recognized by SMLP 866,858 Excess of acquired carrying value over consideration paid and recognized $ 247,997 Allocation of capital contribution: General partner interest $ 4,953 Common limited partner interest 243,044 Partners' capital contribution – excess of acquired carrying value over consideration paid and recognized $ 247,997 Cash Distributions Paid and Declared. We paid the following per-unit distributions during the three and six months ended June 30: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 Per-unit distributions to unitholders $ 0.575 $ 0.565 $ 1.150 $ 1.125 On July 21, 2016, the board of directors of our general partner declared a distribution of $ 0.575 per unit for the quarterly period ended June 30, 2016. This distribution, which totaled $ 41.0 million , will be paid on August 12, 2016 to unitholders of record at the close of business on August 5, 2016. We allocated the August 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 and six months ended June 30 follow. Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) IDR payments $ 1,938 $ 1,534 $ 3,874 $ 2,976 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 | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER UNIT | EARNINGS PER UNIT The following table details the components of EPU. Three months ended June 30, Six months ended June 30, 2016 2015 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 $ (51,222 ) $ 1,847 $ (59,487 ) $ 1,490 Net income attributable to subordinated units (1) (753 ) (297 ) Net (loss) income attributable to limited partners $ (51,222 ) $ 1,094 $ (59,487 ) $ 1,193 Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 66,587 38,278 66,540 36,369 Effect of nonvested phantom units — 183 — 108 Weighted-average common units outstanding – diluted 66,587 38,461 66,540 36,477 Weighted-average subordinated units outstanding – basic and diluted (1) 24,410 24,410 (Loss) earnings per limited partner unit: Common unit – basic $ (0.77 ) $ 0.05 $ (0.89 ) $ 0.04 Common unit – diluted $ (0.77 ) $ 0.05 $ (0.89 ) $ 0.04 Subordinated unit – basic and diluted (1) $ (0.03 ) $ (0.01 ) Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 4 — 250 95 __________ (1) The subordinated units converted to common units on a one-for-one basis in February 2016 (see Note 11). |
UNIT-BASED AND NONCASH COMPENSA
UNIT-BASED AND NONCASH COMPENSATION | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) SMP Net Profits Interests noncash compensation $ 90 $ 251 $ 285 $ 502 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Operation and maintenance expense $ 6,623 $ 6,472 $ 13,372 $ 12,946 General and administrative expense 7,679 7,087 15,457 14,222 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 | 6 Months Ended |
Jun. 30, 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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Rent expense $ 745 $ 683 $ 1,361 $ 1,189 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. Based on available information, Summit Investments accounted for the rupture as a 2014 event and recognized an environmental remediation accrual. The incident, which is covered by Summit Investments' insurance policies, exhausted Summit Investments' $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. Details of the accrual recognized follow. 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 (1,752 ) Accrued environmental remediation, June 30, 2016 $ 11,912 As of June 30, 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 June 30, 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. The U.S. Department of Justice has issued subpoenas to Summit Investments, Meadowlark Midstream, 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. |
ACQUISITIONS AND DROP DOWN TRAN
ACQUISITIONS AND DROP DOWN TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DROP DOWN TRANSACTIONS | ACQUISITIONS AND DROP DOWN TRANSACTIONS 2016 Drop Down. On March 3, 2016, the Partnership acquired a controlling interest in OpCo, the entity which owns the 2016 Drop Down Assets (see Note 1). 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 net consideration paid and recognized in connection with the 2016 Drop Down (i) consisted of a cash payment to SMP Holdings of $360.0 million funded with borrowings under our revolving credit facility and a $0.6 million working capital adjustment received in June 2016 (the “Initial Payment”)(see Note 11) 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 March 3, 2016 and December 31, 2019; • plus all Business Adjusted EBITDA from the 2016 Drop Down Assets between March 3, 2016 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 June 30, 2016, the net present value of this obligation was $532.4 million and has been recorded on the consolidated balance sheet. Deferred purchase price obligation expense is recognized in the statements of operations. 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 closing the 2016 Drop Down, SMLP’s financial results 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 June 30, 2015 Six months ended June 30, 2016 2015 (In thousands) SMLP revenues $ 76,253 $ 171,339 $ 148,888 2016 Drop Down Assets revenues 5,910 8,867 10,780 Polar and Divide revenues (1) 4,691 13,273 Combined revenues $ 86,854 $ 180,206 $ 172,941 SMLP net (loss) income $ 2,985 $ (56,965 ) $ 4,652 2016 Drop Down Assets net income (loss) (7,438 ) 2,745 (14,935 ) Polar and Divide net income (1) 2,057 5,403 Combined net loss $ (2,396 ) $ (54,220 ) $ (4,880 ) __________ (1) Results are fully reflected in SMLP's results of operations subsequent to closing the respective drop down. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Notes) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION In July 2014 and June 2013, the Co-Issuers issued the Senior Notes. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by SMLP and the Guarantor Subsidiaries (see Note 9). The following supplemental condensed consolidating financial information reflects SMLP's separate accounts, the combined accounts of the Co-Issuers, the combined accounts of the Guarantor Subsidiaries, the combined accounts of the Non-Guarantor Subsidiaries and the consolidating adjustments for the dates and periods indicated. For purposes of the following consolidating information, each of SMLP and Co-Issuers account for their subsidiary investments, if any, under the equity method of accounting. Condensed Consolidating Balance Sheets. Balance sheets as of June 30, 2016 and December 31, 2015 follow. June 30, 2016 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Assets Cash and cash equivalents $ 2,320 $ 638 $ 2,351 $ 1,434 $ — $ 6,743 Accounts receivable 55 — 40,698 7,552 — 48,305 Due from affiliate 11,660 140,443 300,806 — (452,909 ) — Other current assets 838 — 1,162 138 — 2,138 Total current assets 14,873 141,081 345,017 9,124 (452,909 ) 57,186 Property, plant and equipment, net 1,419 — 1,453,815 390,913 — 1,846,147 Intangible assets, net — — 417,381 24,580 — 441,961 Investment in equity method investees — — — 711,021 — 711,021 Goodwill — — 16,211 — — 16,211 Other noncurrent assets 2,402 6,186 160 — — 8,748 Investment in subsidiaries 2,070,570 3,253,326 — — (5,323,896 ) — Total assets $ 2,089,264 $ 3,400,593 $ 2,232,584 $ 1,135,638 $ (5,776,805 ) $ 3,081,274 Liabilities and Partners' Capital Trade accounts payable $ 334 $ — $ 8,530 $ 12,733 $ — $ 21,597 Due to affiliate 441,432 — — 11,660 (452,909 ) 183 Ad valorem taxes payable 20 — 6,965 673 — 7,658 Accrued interest — 17,483 — — — 17,483 Accrued environmental remediation — — — 8,026 — 8,026 Other current liabilities 4,573 — 7,836 1,372 — 13,781 Total current liabilities 446,359 17,483 23,331 34,464 (452,909 ) 68,728 Long-term debt — 1,312,539 — — — 1,312,539 Deferred purchase price obligation 532,355 — — — — 532,355 Deferred revenue — — 48,196 — — 48,196 Noncurrent accrued environmental remediation — — — 3,886 — 3,886 Other noncurrent liabilities 3,011 — 5,000 20 — 8,031 Total liabilities 981,725 1,330,022 76,527 38,370 (452,909 ) 1,973,735 Total partners' capital 1,107,539 2,070,571 2,156,057 1,097,268 (5,323,896 ) 1,107,539 Total liabilities and partners' capital $ 2,089,264 $ 3,400,593 $ 2,232,584 $ 1,135,638 $ (5,776,805 ) $ 3,081,274 December 31, 2015 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Assets Cash and cash equivalents $ 73 $ 12,407 $ 6,930 $ 2,383 $ — $ 21,793 Accounts receivable — — 84,021 5,560 — 89,581 Due from affiliate 3,168 151,443 207,651 — (362,262 ) — Other current assets 540 — 2,672 361 — 3,573 Total current assets 3,781 163,850 301,274 8,304 (362,262 ) 114,947 Property, plant and equipment, net 1,178 — 1,462,623 348,982 — 1,812,783 Intangible assets, net — — 438,093 23,217 — 461,310 Investment in equity method investees — — — 751,168 — 751,168 Goodwill — — 16,211 — — 16,211 Other noncurrent assets 3,480 4,611 162 — — 8,253 Investment in subsidiaries 2,438,395 3,222,187 — — (5,660,582 ) — Total assets $ 2,446,834 $ 3,390,648 $ 2,218,363 $ 1,131,671 $ (6,022,844 ) $ 3,164,672 Liabilities and Partners' Capital Trade accounts payable $ 482 $ — $ 18,489 $ 21,837 $ — $ 40,808 Due to affiliate 360,243 — — 3,168 (362,262 ) 1,149 Deferred revenue — — 677 — — 677 Ad valorem taxes payable 9 — 9,881 381 — 10,271 Accrued interest — 17,483 — — — 17,483 Accrued environmental remediation — — — 7,900 — 7,900 Other current liabilities 4,558 — 7,405 1,334 — 13,297 Total current liabilities 365,292 17,483 36,452 34,620 (362,262 ) 91,585 Long-term debt 332,500 934,770 — — — 1,267,270 Deferred revenue — — 45,486 — — 45,486 Noncurrent accrued environmental remediation — — — 5,764 — 5,764 Other noncurrent liabilities 1,743 — 5,503 22 — 7,268 Total liabilities 699,535 952,253 87,441 40,406 (362,262 ) 1,417,373 Total partners' capital 1,747,299 2,438,395 2,130,922 1,091,265 (5,660,582 ) 1,747,299 Total liabilities and partners' capital $ 2,446,834 $ 3,390,648 $ 2,218,363 $ 1,131,671 $ (6,022,844 ) $ 3,164,672 Condensed Consolidating Statements of Operations. For the purposes of the following condensed consolidating statements of operations, we allocate general and administrative expenses recognized at the SMLP parent to the Guarantor Subsidiaries and Other Subsidiaries to reflect what those entities results would have been had they operated on a stand-alone basis. Statements of operations for the three and six months ended June 30, 2016 and 2015 follow. Three months ended June 30, 2016 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 62,677 $ 13,510 $ — $ 76,187 Natural gas, NGLs and condensate sales — — 8,581 — — 8,581 Other revenues — — 4,306 561 — 4,867 Total revenues — — 75,564 14,071 — 89,635 Costs and expenses: Cost of natural gas and NGLs — — 6,864 — — 6,864 Operation and maintenance — — 21,042 2,368 — 23,410 General and administrative — — 10,761 2,115 — 12,876 Transaction costs 122 — — — — 122 Depreciation and amortization 154 — 24,757 3,052 — 27,963 Loss on asset sales, net — — 74 — — 74 Long-lived asset impairment — — 40 529 — 569 Total costs and expenses 276 — 63,538 8,064 — 71,878 Other income 19 — — — — 19 Interest expense — (16,035 ) — — — (16,035 ) Deferred purchase price obligation expense (17,465 ) — — — — (17,465 ) (Loss) income before income taxes (17,722 ) (16,035 ) 12,026 6,007 — (15,724 ) Income tax expense (360 ) — — — — (360 ) Loss from equity method investees — — — (34,471 ) — (34,471 ) Equity in loss of consolidated subsidiaries (32,473 ) (16,438 ) — — 48,911 — Net (loss) income $ (50,555 ) $ (32,473 ) $ 12,026 $ (28,464 ) $ 48,911 $ (50,555 ) Three months ended June 30, 2015 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 64,420 $ 5,334 $ — $ 69,754 Natural gas, NGLs and condensate sales — — 11,967 — — 11,967 Other revenues — — 4,556 577 — 5,133 Total revenues — — 80,943 5,911 — 86,854 Costs and expenses: Cost of natural gas and NGLs — — 8,574 — — 8,574 Operation and maintenance — — 21,618 1,977 — 23,595 General and administrative — 9,739 1,893 — 11,632 Transaction costs 822 — — — — 822 Depreciation and amortization 184 — 23,795 2,040 — 26,019 Gain on asset sales, net — — (214 ) — — (214 ) Total costs and expenses 1,006 — 63,512 5,910 — 70,428 Other income — — — — — — Interest expense (3,516 ) (12,083 ) — — — (15,599 ) (Loss) income before income taxes (4,522 ) (12,083 ) 17,431 1 — 827 Income tax benefit 263 — — — — 263 Loss from equity method investees — — — (3,486 ) — (3,486 ) Equity in earnings of consolidated subsidiaries 1,863 13,946 — — (15,809 ) — Net (loss) income $ (2,396 ) $ 1,863 $ 17,431 $ (3,485 ) $ (15,809 ) $ (2,396 ) Six months ended June 30, 2016 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 127,445 $ 26,842 $ — $ 154,287 Natural gas, NGLs and condensate sales — — 16,169 — — 16,169 Other revenues — — 8,674 1,076 — 9,750 Total revenues — — 152,288 27,918 — 180,206 Costs and expenses: Cost of natural gas and NGLs — — 13,154 — — 13,154 Operation and maintenance — — 43,614 5,638 — 49,252 General and administrative — — 20,891 4,864 — 25,755 Transaction costs 1,296 — — — — 1,296 Depreciation and amortization 270 — 49,429 5,992 — 55,691 Loss on asset sales, net — — 11 — — 11 Long-lived asset impairment — — 41 528 — 569 Total costs and expenses 1,566 — 127,140 17,022 — 145,728 Other income 41 — — — — 41 Interest expense (1,441 ) (30,476 ) — — — (31,917 ) Deferred purchase price obligation expense (24,928 ) — — — — (24,928 ) (Loss) income before income taxes (27,894 ) (30,476 ) 25,148 10,896 — (22,326 ) Income tax expense (283 ) — — — — (283 ) Loss from equity method investees — — — (31,611 ) — (31,611 ) Equity in (loss) earnings of consolidated subsidiaries (26,043 ) 4,433 — — 21,610 — Net (loss) income $ (54,220 ) $ (26,043 ) $ 25,148 $ (20,715 ) $ 21,610 $ (54,220 ) Six months ended June 30, 2015 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 128,605 $ 9,589 $ — $ 138,194 Natural gas, NGLs and condensate sales — — 24,580 — — 24,580 Other revenues — — 8,975 1,192 — 10,167 Total revenues — — 162,160 10,781 — 172,941 Costs and expenses: Cost of natural gas and NGLs — — 18,015 — — 18,015 Operation and maintenance — — 42,673 3,712 — 46,385 General and administrative — — 19,765 3,466 — 23,231 Transaction costs 932 — — — — 932 Depreciation and amortization 350 — 47,384 3,815 — 51,549 Gain on asset sales, net — — (214 ) — — (214 ) Total costs and expenses 1,282 — 127,623 10,993 — 139,898 Other income — — 1 — — 1 Interest expense (6,302 ) (24,201 ) — — — (30,503 ) (Loss) income before income taxes (7,584 ) (24,201 ) 34,538 (212 ) — 2,541 Income tax expense (167 ) — — — — (167 ) Loss from equity method investees — — — (7,254 ) — (7,254 ) Equity in earnings of consolidated subsidiaries 2,871 27,072 — — (29,943 ) — Net (loss) income $ (4,880 ) $ 2,871 $ 34,538 $ (7,466 ) $ (29,943 ) $ (4,880 ) Condensed Consolidating Statements of Cash Flows. Statements of cash flows for the six months ended June 30, 2016 and 2015 follow. Six months ended June 30, 2016 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 750 $ (28,517 ) $ 119,435 $ 39,832 $ — $ 131,500 Cash flows from investing activities: Capital expenditures (512 ) — (30,745 ) (60,115 ) — (91,372 ) Contributions to equity method investees — — — (15,645 ) — (15,645 ) Acquisitions of gathering systems from affiliate, net of acquired cash (359,431 ) — — — — (359,431 ) Advances to affiliates (8,978 ) (357,486 ) (93,269 ) — 459,733 — Other, net (435 ) — — — — (435 ) Net cash used in investing activities (369,356 ) (357,486 ) (124,014 ) (75,760 ) 459,733 (466,883 ) Cash flows from financing activities: Distributions to unitholders (82,020 ) — — — — (82,020 ) Borrowings under revolving credit facility 12,000 427,300 — — — 439,300 Repayments under revolving credit facility — (50,300 ) — — — (50,300 ) Deferred loan costs — (2,766 ) — — — (2,766 ) Cash advance from Summit Investments to contributed subsidiaries, net (12,000 ) — — 24,214 — 12,214 Expenses paid by Summit Investments on behalf of contributed subsidiaries 3,030 — — 1,791 — 4,821 Other, net (912 ) — — (4 ) — (916 ) Advances from affiliates 450,755 — — 8,978 (459,733 ) — Net cash provided by financing activities 370,853 374,234 — 34,979 (459,733 ) 320,333 Net change in cash and cash equivalents 2,247 (11,769 ) (4,579 ) (949 ) — (15,050 ) Cash and cash equivalents, beginning of period 73 12,407 6,930 2,383 — 21,793 Cash and cash equivalents, end of period $ 2,320 $ 638 $ 2,351 $ 1,434 $ — $ 6,743 Six months ended June 30, 2015 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 4,476 $ (23,986 ) $ 115,962 $ 8,544 $ — $ 104,996 Cash flows from investing activities: Capital expenditures (393 ) — (60,562 ) (70,562 ) — (131,517 ) Contributions to equity method investees — — — (64,396 ) — (64,396 ) Acquisitions of gathering systems from affiliate, net of acquired cash (292,941 ) — — — — (292,941 ) Advances to affiliates (1,012 ) (58,425 ) (78,159 ) — 137,596 — Other, net — — 238 — — 238 Net cash used in investing activities (294,346 ) (58,425 ) (138,483 ) (134,958 ) 137,596 (488,616 ) Cash flows from financing activities: Distributions to unitholders (70,619 ) — — — — (70,619 ) Borrowings under revolving credit facility 135,000 122,000 — — — 257,000 Repayments under revolving credit facility (100,000 ) (51,000 ) — — — (151,000 ) Repayments under term loan (177,500 ) — — — — (177,500 ) Deferred loan costs (50 ) (86 ) — — — (136 ) Proceeds from issuance of common units, net 222,119 — — — — 222,119 Contribution from general partner 4,737 — — — — 4,737 Cash advance from Summit Investments to contributed subsidiaries, net 142,500 — 21,719 122,580 — 286,799 Expenses paid by Summit Investments on behalf of contributed subsidiaries 7,354 — 3,447 2,551 — 13,352 Other, net (936 ) — — — — (936 ) Advances from affiliates 136,584 — — 1,012 (137,596 ) — Net cash provided by financing activities 299,189 70,914 25,166 126,143 (137,596 ) 383,816 Net change in cash and cash equivalents 9,319 (11,497 ) 2,645 (271 ) — 196 Cash and cash equivalents, beginning of period 7,531 11,621 7,353 1,306 — 27,811 Cash and cash equivalents, end of period $ 16,850 $ 124 $ 9,998 $ 1,035 $ — $ 28,007 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 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"). |
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 incurred 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 related to the 2016 Drop Down Assets. 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 |
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 SMP Holdings' ownership interest in OpCo. For financial reporting purposes, we consolidate OpCo and its wholly owned subsidiaries with our wholly owned subsidiaries and SMP Holdings' interest is shown as noncontrolling interest in partners' capital. We reflect changes in our ownership of OpCo 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 OpCo (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 change to our position regarding ASU 2014-09 during 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, 2018, 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. • ASU No. 2016-12 Revenue From Contracts With Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ("ASU No. 2016.12"). ASU No. 2016.12 does not change the core principle of the guidance in Topic 606. Rather, the amendments therein affect only the narrow aspects of Topic 606 including assessing the collectability criterion and issues related to contract modification at transition and completed contracts at transition. 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 OPERAT25
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION (Tables) | 6 Months Ended |
Jun. 30, 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, total partners' capital or segment adjusted EBITDA, follows. Three months ended June 30, 2015 Six months ended June 30, 2015 (In thousands) Gathering services and related fees $ 3,050 $ 6,468 Other revenues 620 1,258 Net impact on total revenues $ 3,670 $ 7,726 Cost of natural gas and NGLs $ 3,670 $ 7,726 Net impact on total costs and expenses $ 3,670 $ 7,726 |
SUMMARY OF SIGNIFICANT ACCOUNIN
SUMMARY OF SIGNIFICANT ACCOUNING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of property, plant, and equipment, net | Estimates of useful lives follow. Useful lives (In years) Gathering and processing systems and related equipment 30 Other 4-15 Details on property, plant, and equipment follow. June 30, 2016 December 31, 2015 (In thousands) Gathering and processing systems and related equipment $ 1,923,234 $ 1,883,139 Construction in progress 101,743 75,132 Land and line fill 11,442 11,055 Other 33,552 32,427 Total 2,069,971 2,001,753 Less accumulated depreciation 223,824 188,970 Property, plant, and equipment, net $ 1,846,147 $ 1,812,783 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of assets by reportable segment | Assets by reportable segment follow. June 30, 2016 December 31, 2015 (In thousands) Assets: Utica Shale (1) $ 892,969 $ 886,224 Williston Basin 716,926 740,361 Piceance/DJ Basins 819,954 866,095 Barnett Shale 407,667 416,586 Marcellus Shale 229,898 233,116 Total reportable segment assets 3,067,414 3,142,382 Corporate 13,860 22,290 Total assets $ 3,081,274 $ 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 | Adjustments related to MVC shortfall payments by reportable segment follow. Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Adjustments related to MVC shortfall payments: Williston Basin $ 4,261 $ 2,847 $ 7,797 $ 5,500 Piceance/DJ Basins 7,456 9,866 14,973 19,769 Barnett Shale (582 ) (1,778 ) (493 ) (2,001 ) Total adjustments related to MVC shortfall payments $ 11,135 $ 10,935 $ 22,277 $ 23,268 Revenues by reportable segment follow. Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Revenues: Utica Shale $ 5,403 $ 515 $ 9,686 $ 904 Williston Basin 27,507 23,650 57,517 46,718 Piceance/DJ Basins 29,411 31,083 58,402 61,977 Barnett Shale 20,856 23,823 41,257 47,720 Marcellus Shale 6,458 7,783 13,344 15,622 Total reportable segment revenues and total revenues $ 89,635 $ 86,854 $ 180,206 $ 172,941 Segment adjusted EBITDA by reportable segment follows. Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Reportable segment adjusted EBITDA: Utica Shale (1) $ 17,452 $ 6,414 $ 33,029 $ 11,621 Williston Basin 19,209 12,638 38,929 23,615 Piceance/DJ Basins 26,231 28,207 51,046 56,909 Barnett Shale 13,913 15,540 27,990 32,301 Marcellus Shale 4,807 6,162 9,408 12,696 Total of reportable segments’ measures of profit or loss $ 81,612 $ 68,961 $ 160,402 $ 137,142 __________ (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. 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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Depreciation and amortization: Utica Shale $ 952 $ 217 $ 1,796 $ 357 Williston Basin 8,410 7,729 16,767 15,096 Piceance/DJ Basins 12,297 11,818 24,570 23,600 Barnett Shale 4,057 4,114 8,113 8,271 Marcellus Shale 2,222 2,169 4,441 4,338 Total reportable segment depreciation and amortization 27,938 26,047 55,687 51,662 Corporate 154 184 270 350 Total depreciation and amortization $ 28,092 $ 26,231 $ 55,957 $ 52,012 Cash paid for capital expenditures by reportable segment follow. Six months ended June 30, 2016 2015 (In thousands) Capital expenditures: Utica Shale $ 54,064 $ 40,195 Williston Basin 21,919 76,470 Piceance/DJ Basins 10,633 11,900 Barnett Shale 2,109 1,922 Marcellus Shale 2,135 637 Total reportable segment capital expenditures 90,860 131,124 Corporate 512 393 Total capital expenditures $ 91,372 $ 131,517 |
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 June 30, Six months ended June 30, 2016 2015 2016 2015 Percentage of total revenues: Counterparty A - Piceance/DJ Basins * 12 % * 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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Reconciliation of (loss) income before income taxes to total of reportable segments' measure of profit or loss: (Loss) income before income taxes $ (15,724 ) $ 827 $ (22,326 ) $ 2,541 Add: Allocated corporate expenses 9,247 7,043 18,006 13,666 Interest expense 16,035 15,599 31,917 30,503 Deferred purchase price obligation expense 17,465 — 24,928 — Depreciation and amortization 28,092 26,231 55,957 52,012 Proportional adjusted EBITDA for equity method investees 12,725 6,552 25,113 11,816 Adjustments related to MVC shortfall payments 11,135 10,935 22,277 23,268 Unit-based and noncash compensation 1,994 1,988 3,950 3,551 Loss on asset sales 77 24 134 24 Long-lived asset impairment 569 — 569 — Less: Interest income — — — 1 Gain on asset sales 3 238 123 238 Total of reportable segments’ measures of profit or loss $ 81,612 $ 68,961 $ 160,402 $ 137,142 |
PROPERTY, PLANT, AND EQUIPMEN28
PROPERTY, PLANT, AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant, and equipment, net | Estimates of useful lives follow. Useful lives (In years) Gathering and processing systems and related equipment 30 Other 4-15 Details on property, plant, and equipment follow. June 30, 2016 December 31, 2015 (In thousands) Gathering and processing systems and related equipment $ 1,923,234 $ 1,883,139 Construction in progress 101,743 75,132 Land and line fill 11,442 11,055 Other 33,552 32,427 Total 2,069,971 2,001,753 Less accumulated depreciation 223,824 188,970 Property, plant, and equipment, net $ 1,846,147 $ 1,812,783 |
Schedule of depreciation expense and capitalized interest | Depreciation expense and capitalized interest follow. Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Depreciation expense $ 17,595 $ 15,721 $ 34,966 $ 30,985 Capitalized interest 1,063 834 1,779 1,361 |
AMORTIZING INTANGIBLE ASSETS 29
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT (Tables) | 6 Months Ended |
Jun. 30, 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. June 30, 2016 Useful lives (In years) Gross carrying amount Accumulated amortization Net (Dollars in thousands) Favorable gas gathering contracts 18.7 $ 24,195 $ (10,189 ) $ 14,006 Contract intangibles 12.5 426,464 (128,760 ) 297,704 Rights-of-way 26.1 152,174 (21,923 ) 130,251 Total intangible assets $ 602,833 $ (160,872 ) $ 441,961 Unfavorable gas gathering contract 10.0 $ 10,962 $ (6,466 ) $ 4,496 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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Amortization expense – favorable gas gathering contracts $ (317 ) $ (375 ) $ (655 ) $ (801 ) Amortization expense – unfavorable gas gathering contract 188 163 389 338 We recognized amortization expense in costs and expenses as follows: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Amortization expense – contract intangibles $ 8,854 $ 8,835 $ 17,708 $ 17,670 Amortization expense – rights-of-way 1,514 1,463 3,017 2,894 |
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. Amortizing intangible assets Unfavorable gas gathering contract (In thousands) 2016 $ 21,607 $ 509 2017 42,027 1,047 2018 41,481 1,035 2019 41,726 1,045 2020 44,374 860 |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | A reconciliation of our 40% ownership interest in Ohio Gathering to our investment per Ohio Gathering's books and records follows (in thousands). Investment in equity method investees, June 30, 2016 $ 711,021 June cash distributions 3,847 Basis difference (150,213 ) Impairment loss 37,782 Investment in equity method investees, net of basis difference, May 31, 2016 $ 602,437 Summarized statements of operations information for OGC and OCC follows (amounts represent 100% of investee financial information). Three months ended May 31, 2016 Three months ended May 31, 2015 OGC OCC OGC OCC (In thousands) Total revenues $ 38,444 $ 5,417 $ 26,531 $ 831 Total operating expenses 22,572 98,748 23,755 3,881 Net income (loss) 15,868 (93,701 ) 2,776 (3,315 ) Six months ended May 31, 2016 Six months ended May 31, 2015 OGC OCC OGC OCC (In thousands) Total revenues $ 76,243 $ 10,615 $ 50,182 $ 860 Total operating expenses 45,105 103,307 46,327 6,066 Net income (loss) 31,137 (93,245 ) 3,856 (5,472 ) |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Rollforward of deferred revenue | A rollforward of current deferred revenue follows. Williston Basin Piceance/DJ Basins Barnett Shale Total current (In thousands) Current deferred revenue, January 1, 2016 $ — $ — $ 677 $ 677 Additions — 5,484 — 5,484 Less revenue recognized — 5,484 677 6,161 Current deferred revenue, June 30, 2016 $ — $ — $ — $ — A rollforward of noncurrent deferred revenue follows. Williston Basin Piceance/DJ Basins Barnett Shale Total noncurrent (In thousands) Noncurrent deferred revenue, January 1, 2016 $ 29,002 $ 16,484 $ — $ 45,486 Additions 235 2,475 — 2,710 Less revenue recognized — — — — Noncurrent deferred revenue, June 30, 2016 $ 29,237 $ 18,959 $ — $ 48,196 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of debt and capital leases | Debt consisted of the following: June 30, 2016 December 31, 2015 (In thousands) Summit Holdings variable rate senior secured revolving credit facility (2.97% at June 30, 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 Unamortized deferred loan costs (2) (3,826 ) (4,139 ) Summit Holdings 7.50% Senior unsecured notes due July 2021 300,000 300,000 Unamortized deferred loan costs (2) (4,635 ) (5,091 ) Total long-term debt $ 1,312,539 $ 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) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Level 3 Fair Value Reconciliation | The rollforward of the Level 3 liabilities measured at fair value on a recurring basis follows (in thousands). Level 3 liabilities, January 1, 2016 $ — Additions 507,427 Change in fair value 24,928 Level 3 liabilities, June 30, 2016 $ 532,355 |
Summary of the estimated fair value of debt instruments | A summary of the estimated fair value of our debt financial instruments follows. June 30, 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) 296,174 257,500 295,861 224,000 7.5% Senior notes ($300.0 million principal) 295,365 284,375 294,909 257,000 __________ (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) | 6 Months Ended |
Jun. 30, 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 115,674 — — 115,674 Subordinated unit conversion 24,409,850 (24,409,850 ) — — Units, June 30, 2016 66,588,168 — 1,354,700 67,942,868 |
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 Working capital adjustment received from a subsidiary of Summit Investments (569 ) Total consideration paid and recognized by SMLP 866,858 Excess of acquired carrying value over consideration paid and recognized $ 247,997 Allocation of capital contribution: General partner interest $ 4,953 Common limited partner interest 243,044 Partners' capital contribution – excess of acquired carrying value over consideration paid and recognized $ 247,997 |
Details of cash distributions | Our payment of IDRs as reported in distributions to unitholders – general partner in the statement of partners' capital during the three and six months ended June 30 follow. Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) IDR payments $ 1,938 $ 1,534 $ 3,874 $ 2,976 Cash Distributions Paid and Declared. We paid the following per-unit distributions during the three and six months ended June 30: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 Per-unit distributions to unitholders $ 0.575 $ 0.565 $ 1.150 $ 1.125 |
EARNINGS PER UNIT (Tables)
EARNINGS PER UNIT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per limited partner unit | The following table details the components of EPU. Three months ended June 30, Six months ended June 30, 2016 2015 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 $ (51,222 ) $ 1,847 $ (59,487 ) $ 1,490 Net income attributable to subordinated units (1) (753 ) (297 ) Net (loss) income attributable to limited partners $ (51,222 ) $ 1,094 $ (59,487 ) $ 1,193 Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 66,587 38,278 66,540 36,369 Effect of nonvested phantom units — 183 — 108 Weighted-average common units outstanding – diluted 66,587 38,461 66,540 36,477 Weighted-average subordinated units outstanding – basic and diluted (1) 24,410 24,410 (Loss) earnings per limited partner unit: Common unit – basic $ (0.77 ) $ 0.05 $ (0.89 ) $ 0.04 Common unit – diluted $ (0.77 ) $ 0.05 $ (0.89 ) $ 0.04 Subordinated unit – basic and diluted (1) $ (0.03 ) $ (0.01 ) Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 4 — 250 95 __________ (1) The subordinated units converted to common units on a one-for-one basis in February 2016 (see Note 11). |
UNIT-BASED AND NONCASH COMPEN36
UNIT-BASED AND NONCASH COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of unit-based compensation recognized in general and administrative expense | Noncash compensation recognized in general and administrative expense related to the SMP Net Profits Interests was as follows: Three months ended June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) SMP Net Profits Interests noncash compensation $ 90 $ 251 $ 285 $ 502 |
RELATED-PARTY TRANSACTIONS (Tab
RELATED-PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Operation and maintenance expense $ 6,623 $ 6,472 $ 13,372 $ 12,946 General and administrative expense 7,679 7,087 15,457 14,222 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, Six months ended June 30, 2016 2015 2016 2015 (In thousands) Rent expense $ 745 $ 683 $ 1,361 $ 1,189 |
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 (1,752 ) Accrued environmental remediation, June 30, 2016 $ 11,912 |
ACQUISITIONS AND DROP DOWN TR39
ACQUISITIONS AND DROP DOWN TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2015 Six months ended June 30, 2016 2015 (In thousands) SMLP revenues $ 76,253 $ 171,339 $ 148,888 2016 Drop Down Assets revenues 5,910 8,867 10,780 Polar and Divide revenues (1) 4,691 13,273 Combined revenues $ 86,854 $ 180,206 $ 172,941 SMLP net (loss) income $ 2,985 $ (56,965 ) $ 4,652 2016 Drop Down Assets net income (loss) (7,438 ) 2,745 (14,935 ) Polar and Divide net income (1) 2,057 5,403 Combined net loss $ (2,396 ) $ (54,220 ) $ (4,880 ) __________ (1) Results are fully reflected in SMLP's results of operations subsequent to closing the respective drop down. |
CONDENSED CONSOLIDATING FINAN40
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Balance Sheet | Balance sheets as of June 30, 2016 and December 31, 2015 follow. June 30, 2016 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Assets Cash and cash equivalents $ 2,320 $ 638 $ 2,351 $ 1,434 $ — $ 6,743 Accounts receivable 55 — 40,698 7,552 — 48,305 Due from affiliate 11,660 140,443 300,806 — (452,909 ) — Other current assets 838 — 1,162 138 — 2,138 Total current assets 14,873 141,081 345,017 9,124 (452,909 ) 57,186 Property, plant and equipment, net 1,419 — 1,453,815 390,913 — 1,846,147 Intangible assets, net — — 417,381 24,580 — 441,961 Investment in equity method investees — — — 711,021 — 711,021 Goodwill — — 16,211 — — 16,211 Other noncurrent assets 2,402 6,186 160 — — 8,748 Investment in subsidiaries 2,070,570 3,253,326 — — (5,323,896 ) — Total assets $ 2,089,264 $ 3,400,593 $ 2,232,584 $ 1,135,638 $ (5,776,805 ) $ 3,081,274 Liabilities and Partners' Capital Trade accounts payable $ 334 $ — $ 8,530 $ 12,733 $ — $ 21,597 Due to affiliate 441,432 — — 11,660 (452,909 ) 183 Ad valorem taxes payable 20 — 6,965 673 — 7,658 Accrued interest — 17,483 — — — 17,483 Accrued environmental remediation — — — 8,026 — 8,026 Other current liabilities 4,573 — 7,836 1,372 — 13,781 Total current liabilities 446,359 17,483 23,331 34,464 (452,909 ) 68,728 Long-term debt — 1,312,539 — — — 1,312,539 Deferred purchase price obligation 532,355 — — — — 532,355 Deferred revenue — — 48,196 — — 48,196 Noncurrent accrued environmental remediation — — — 3,886 — 3,886 Other noncurrent liabilities 3,011 — 5,000 20 — 8,031 Total liabilities 981,725 1,330,022 76,527 38,370 (452,909 ) 1,973,735 Total partners' capital 1,107,539 2,070,571 2,156,057 1,097,268 (5,323,896 ) 1,107,539 Total liabilities and partners' capital $ 2,089,264 $ 3,400,593 $ 2,232,584 $ 1,135,638 $ (5,776,805 ) $ 3,081,274 December 31, 2015 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Assets Cash and cash equivalents $ 73 $ 12,407 $ 6,930 $ 2,383 $ — $ 21,793 Accounts receivable — — 84,021 5,560 — 89,581 Due from affiliate 3,168 151,443 207,651 — (362,262 ) — Other current assets 540 — 2,672 361 — 3,573 Total current assets 3,781 163,850 301,274 8,304 (362,262 ) 114,947 Property, plant and equipment, net 1,178 — 1,462,623 348,982 — 1,812,783 Intangible assets, net — — 438,093 23,217 — 461,310 Investment in equity method investees — — — 751,168 — 751,168 Goodwill — — 16,211 — — 16,211 Other noncurrent assets 3,480 4,611 162 — — 8,253 Investment in subsidiaries 2,438,395 3,222,187 — — (5,660,582 ) — Total assets $ 2,446,834 $ 3,390,648 $ 2,218,363 $ 1,131,671 $ (6,022,844 ) $ 3,164,672 Liabilities and Partners' Capital Trade accounts payable $ 482 $ — $ 18,489 $ 21,837 $ — $ 40,808 Due to affiliate 360,243 — — 3,168 (362,262 ) 1,149 Deferred revenue — — 677 — — 677 Ad valorem taxes payable 9 — 9,881 381 — 10,271 Accrued interest — 17,483 — — — 17,483 Accrued environmental remediation — — — 7,900 — 7,900 Other current liabilities 4,558 — 7,405 1,334 — 13,297 Total current liabilities 365,292 17,483 36,452 34,620 (362,262 ) 91,585 Long-term debt 332,500 934,770 — — — 1,267,270 Deferred revenue — — 45,486 — — 45,486 Noncurrent accrued environmental remediation — — — 5,764 — 5,764 Other noncurrent liabilities 1,743 — 5,503 22 — 7,268 Total liabilities 699,535 952,253 87,441 40,406 (362,262 ) 1,417,373 Total partners' capital 1,747,299 2,438,395 2,130,922 1,091,265 (5,660,582 ) 1,747,299 Total liabilities and partners' capital $ 2,446,834 $ 3,390,648 $ 2,218,363 $ 1,131,671 $ (6,022,844 ) $ 3,164,672 |
Condensed Statement of Operations | Statements of operations for the three and six months ended June 30, 2016 and 2015 follow. Three months ended June 30, 2016 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 62,677 $ 13,510 $ — $ 76,187 Natural gas, NGLs and condensate sales — — 8,581 — — 8,581 Other revenues — — 4,306 561 — 4,867 Total revenues — — 75,564 14,071 — 89,635 Costs and expenses: Cost of natural gas and NGLs — — 6,864 — — 6,864 Operation and maintenance — — 21,042 2,368 — 23,410 General and administrative — — 10,761 2,115 — 12,876 Transaction costs 122 — — — — 122 Depreciation and amortization 154 — 24,757 3,052 — 27,963 Loss on asset sales, net — — 74 — — 74 Long-lived asset impairment — — 40 529 — 569 Total costs and expenses 276 — 63,538 8,064 — 71,878 Other income 19 — — — — 19 Interest expense — (16,035 ) — — — (16,035 ) Deferred purchase price obligation expense (17,465 ) — — — — (17,465 ) (Loss) income before income taxes (17,722 ) (16,035 ) 12,026 6,007 — (15,724 ) Income tax expense (360 ) — — — — (360 ) Loss from equity method investees — — — (34,471 ) — (34,471 ) Equity in loss of consolidated subsidiaries (32,473 ) (16,438 ) — — 48,911 — Net (loss) income $ (50,555 ) $ (32,473 ) $ 12,026 $ (28,464 ) $ 48,911 $ (50,555 ) Three months ended June 30, 2015 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 64,420 $ 5,334 $ — $ 69,754 Natural gas, NGLs and condensate sales — — 11,967 — — 11,967 Other revenues — — 4,556 577 — 5,133 Total revenues — — 80,943 5,911 — 86,854 Costs and expenses: Cost of natural gas and NGLs — — 8,574 — — 8,574 Operation and maintenance — — 21,618 1,977 — 23,595 General and administrative — 9,739 1,893 — 11,632 Transaction costs 822 — — — — 822 Depreciation and amortization 184 — 23,795 2,040 — 26,019 Gain on asset sales, net — — (214 ) — — (214 ) Total costs and expenses 1,006 — 63,512 5,910 — 70,428 Other income — — — — — — Interest expense (3,516 ) (12,083 ) — — — (15,599 ) (Loss) income before income taxes (4,522 ) (12,083 ) 17,431 1 — 827 Income tax benefit 263 — — — — 263 Loss from equity method investees — — — (3,486 ) — (3,486 ) Equity in earnings of consolidated subsidiaries 1,863 13,946 — — (15,809 ) — Net (loss) income $ (2,396 ) $ 1,863 $ 17,431 $ (3,485 ) $ (15,809 ) $ (2,396 ) Six months ended June 30, 2016 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 127,445 $ 26,842 $ — $ 154,287 Natural gas, NGLs and condensate sales — — 16,169 — — 16,169 Other revenues — — 8,674 1,076 — 9,750 Total revenues — — 152,288 27,918 — 180,206 Costs and expenses: Cost of natural gas and NGLs — — 13,154 — — 13,154 Operation and maintenance — — 43,614 5,638 — 49,252 General and administrative — — 20,891 4,864 — 25,755 Transaction costs 1,296 — — — — 1,296 Depreciation and amortization 270 — 49,429 5,992 — 55,691 Loss on asset sales, net — — 11 — — 11 Long-lived asset impairment — — 41 528 — 569 Total costs and expenses 1,566 — 127,140 17,022 — 145,728 Other income 41 — — — — 41 Interest expense (1,441 ) (30,476 ) — — — (31,917 ) Deferred purchase price obligation expense (24,928 ) — — — — (24,928 ) (Loss) income before income taxes (27,894 ) (30,476 ) 25,148 10,896 — (22,326 ) Income tax expense (283 ) — — — — (283 ) Loss from equity method investees — — — (31,611 ) — (31,611 ) Equity in (loss) earnings of consolidated subsidiaries (26,043 ) 4,433 — — 21,610 — Net (loss) income $ (54,220 ) $ (26,043 ) $ 25,148 $ (20,715 ) $ 21,610 $ (54,220 ) Six months ended June 30, 2015 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 128,605 $ 9,589 $ — $ 138,194 Natural gas, NGLs and condensate sales — — 24,580 — — 24,580 Other revenues — — 8,975 1,192 — 10,167 Total revenues — — 162,160 10,781 — 172,941 Costs and expenses: Cost of natural gas and NGLs — — 18,015 — — 18,015 Operation and maintenance — — 42,673 3,712 — 46,385 General and administrative — — 19,765 3,466 — 23,231 Transaction costs 932 — — — — 932 Depreciation and amortization 350 — 47,384 3,815 — 51,549 Gain on asset sales, net — — (214 ) — — (214 ) Total costs and expenses 1,282 — 127,623 10,993 — 139,898 Other income — — 1 — — 1 Interest expense (6,302 ) (24,201 ) — — — (30,503 ) (Loss) income before income taxes (7,584 ) (24,201 ) 34,538 (212 ) — 2,541 Income tax expense (167 ) — — — — (167 ) Loss from equity method investees — — — (7,254 ) — (7,254 ) Equity in earnings of consolidated subsidiaries 2,871 27,072 — — (29,943 ) — Net (loss) income $ (4,880 ) $ 2,871 $ 34,538 $ (7,466 ) $ (29,943 ) $ (4,880 ) |
Condensed Cash Flow Statement | Statements of cash flows for the six months ended June 30, 2016 and 2015 follow. Six months ended June 30, 2016 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 750 $ (28,517 ) $ 119,435 $ 39,832 $ — $ 131,500 Cash flows from investing activities: Capital expenditures (512 ) — (30,745 ) (60,115 ) — (91,372 ) Contributions to equity method investees — — — (15,645 ) — (15,645 ) Acquisitions of gathering systems from affiliate, net of acquired cash (359,431 ) — — — — (359,431 ) Advances to affiliates (8,978 ) (357,486 ) (93,269 ) — 459,733 — Other, net (435 ) — — — — (435 ) Net cash used in investing activities (369,356 ) (357,486 ) (124,014 ) (75,760 ) 459,733 (466,883 ) Cash flows from financing activities: Distributions to unitholders (82,020 ) — — — — (82,020 ) Borrowings under revolving credit facility 12,000 427,300 — — — 439,300 Repayments under revolving credit facility — (50,300 ) — — — (50,300 ) Deferred loan costs — (2,766 ) — — — (2,766 ) Cash advance from Summit Investments to contributed subsidiaries, net (12,000 ) — — 24,214 — 12,214 Expenses paid by Summit Investments on behalf of contributed subsidiaries 3,030 — — 1,791 — 4,821 Other, net (912 ) — — (4 ) — (916 ) Advances from affiliates 450,755 — — 8,978 (459,733 ) — Net cash provided by financing activities 370,853 374,234 — 34,979 (459,733 ) 320,333 Net change in cash and cash equivalents 2,247 (11,769 ) (4,579 ) (949 ) — (15,050 ) Cash and cash equivalents, beginning of period 73 12,407 6,930 2,383 — 21,793 Cash and cash equivalents, end of period $ 2,320 $ 638 $ 2,351 $ 1,434 $ — $ 6,743 Six months ended June 30, 2015 SMLP Co-Issuers Guarantor subsidiaries Non-guarantor subsidiaries Consolidating adjustments Total (In thousands) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 4,476 $ (23,986 ) $ 115,962 $ 8,544 $ — $ 104,996 Cash flows from investing activities: Capital expenditures (393 ) — (60,562 ) (70,562 ) — (131,517 ) Contributions to equity method investees — — — (64,396 ) — (64,396 ) Acquisitions of gathering systems from affiliate, net of acquired cash (292,941 ) — — — — (292,941 ) Advances to affiliates (1,012 ) (58,425 ) (78,159 ) — 137,596 — Other, net — — 238 — — 238 Net cash used in investing activities (294,346 ) (58,425 ) (138,483 ) (134,958 ) 137,596 (488,616 ) Cash flows from financing activities: Distributions to unitholders (70,619 ) — — — — (70,619 ) Borrowings under revolving credit facility 135,000 122,000 — — — 257,000 Repayments under revolving credit facility (100,000 ) (51,000 ) — — — (151,000 ) Repayments under term loan (177,500 ) — — — — (177,500 ) Deferred loan costs (50 ) (86 ) — — — (136 ) Proceeds from issuance of common units, net 222,119 — — — — 222,119 Contribution from general partner 4,737 — — — — 4,737 Cash advance from Summit Investments to contributed subsidiaries, net 142,500 — 21,719 122,580 — 286,799 Expenses paid by Summit Investments on behalf of contributed subsidiaries 7,354 — 3,447 2,551 — 13,352 Other, net (936 ) — — — — (936 ) Advances from affiliates 136,584 — — 1,012 (137,596 ) — Net cash provided by financing activities 299,189 70,914 25,166 126,143 (137,596 ) 383,816 Net change in cash and cash equivalents 9,319 (11,497 ) 2,645 (271 ) — 196 Cash and cash equivalents, beginning of period 7,531 11,621 7,353 1,306 — 27,811 Cash and cash equivalents, end of period $ 16,850 $ 124 $ 9,998 $ 1,035 $ — $ 28,007 |
ORGANIZATION, BUSINESS OPERAT41
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION (Details) - USD ($) $ in Millions | Feb. 25, 2016 | Jun. 30, 2016 | Mar. 03, 2016 | Dec. 31, 2015 |
ORGANIZATION AND BUSINESS OPERATIONS | ||||
Common limited partner capital, units outstanding | 66,588,000 | 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 | ||||
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 | Long-term debt | ||||
ORGANIZATION AND BUSINESS OPERATIONS | ||||
Deferred loan costs | $ 9.2 |
ORGANIZATION, BUSINESS OPERAT42
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Retained Earnings Adjustments [Line Items] | ||||
Gathering services and related fees | $ 76,187 | $ 69,754 | $ 154,287 | $ 138,194 |
Other revenues | 4,867 | 5,133 | 9,750 | 10,167 |
Net impact on total revenues | 89,635 | 86,854 | 180,206 | 172,941 |
Cost of natural gas and NGLs | 6,864 | 8,574 | 13,154 | 18,015 |
Net impact on total costs and expenses | $ 71,878 | 70,428 | $ 145,728 | 139,898 |
Reclassifications of Revenues and Expenses | ||||
Retained Earnings Adjustments [Line Items] | ||||
Gathering services and related fees | 3,050 | 6,468 | ||
Other revenues | 620 | 1,258 | ||
Net impact on total revenues | 3,670 | 7,726 | ||
Cost of natural gas and NGLs | 3,670 | 7,726 | ||
Net impact on total costs and expenses | $ 3,670 | $ 7,726 |
SUMMARY OF SIGNIFICANT ACCOUN43
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and Property, Plant and Equipment (Details) | 6 Months Ended |
Jun. 30, 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 ACCOUN44
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes and EPS (Details) | 6 Months Ended | |
Jun. 30, 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 | Jun. 30, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Assets | $ 3,081,274 | $ 3,164,672 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 3,067,414 | 3,142,382 |
Reportable Segments | Utica Shale | ||
Segment Reporting Information [Line Items] | ||
Assets | 892,969 | 886,224 |
Reportable Segments | Williston Basin | ||
Segment Reporting Information [Line Items] | ||
Assets | 716,926 | 740,361 |
Reportable Segments | Piceance/DJ Basins | ||
Segment Reporting Information [Line Items] | ||
Assets | 819,954 | 866,095 |
Reportable Segments | Barnett Shale | ||
Segment Reporting Information [Line Items] | ||
Assets | 407,667 | 416,586 |
Reportable Segments | Marcellus Shale | ||
Segment Reporting Information [Line Items] | ||
Assets | 229,898 | 233,116 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 13,860 | $ 22,290 |
SEGMENT INFORMATION - Revenues,
SEGMENT INFORMATION - Revenues, Depreciation and Amortization, and Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 89,635 | $ 86,854 | $ 180,206 | $ 172,941 |
Depreciation and amortization | 28,092 | 26,231 | 55,957 | 52,012 |
Capital expenditures | 91,372 | 131,517 | ||
Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 89,635 | 86,854 | 180,206 | 172,941 |
Depreciation and amortization | 27,938 | 26,047 | 55,687 | 51,662 |
Capital expenditures | 90,860 | 131,124 | ||
Reportable Segments | Utica Shale | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 5,403 | 515 | 9,686 | 904 |
Depreciation and amortization | 952 | 217 | 1,796 | 357 |
Capital expenditures | 54,064 | 40,195 | ||
Reportable Segments | Williston Basin | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 27,507 | 23,650 | 57,517 | 46,718 |
Depreciation and amortization | 8,410 | 7,729 | 16,767 | 15,096 |
Capital expenditures | 21,919 | 76,470 | ||
Reportable Segments | Piceance/DJ Basins | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 29,411 | 31,083 | 58,402 | 61,977 |
Depreciation and amortization | 12,297 | 11,818 | 24,570 | 23,600 |
Capital expenditures | 10,633 | 11,900 | ||
Reportable Segments | Barnett Shale | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 20,856 | 23,823 | 41,257 | 47,720 |
Depreciation and amortization | 4,057 | 4,114 | 8,113 | 8,271 |
Capital expenditures | 2,109 | 1,922 | ||
Reportable Segments | Marcellus Shale | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 6,458 | 7,783 | 13,344 | 15,622 |
Depreciation and amortization | 2,222 | 2,169 | 4,441 | 4,338 |
Capital expenditures | 2,135 | 637 | ||
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | $ 154 | $ 184 | 270 | 350 |
Capital expenditures | $ 512 | $ 393 |
SEGMENT INFORMATION - Concentra
SEGMENT INFORMATION - Concentration Risk (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Counterparty A - Piceance/DJ Basins | Revenue | Customer concentration | ||||
Segment Reporting Information [Line Items] | ||||
Percent of total revenue (less than 10% for 2016) | 10.00% | 12.00% | 10.00% | 13.00% |
SEGMENT INFORMATION - Adjusted
SEGMENT INFORMATION - Adjusted EBITDA by Reportable Segment (Details) - Reportable Segments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 81,612 | $ 68,961 | $ 160,402 | $ 137,142 |
Utica Shale | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 17,452 | 6,414 | 33,029 | 11,621 |
Williston Basin | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 19,209 | 12,638 | 38,929 | 23,615 |
Piceance/DJ Basins | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 26,231 | 28,207 | 51,046 | 56,909 |
Barnett Shale | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 13,913 | 15,540 | 27,990 | 32,301 |
Marcellus Shale | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 4,807 | $ 6,162 | $ 9,408 | $ 12,696 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Net Income to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
(Loss) income before income taxes | $ (15,724) | $ 827 | $ (22,326) | $ 2,541 |
Add: | ||||
Interest expense | 16,035 | 15,599 | 31,917 | 30,503 |
Deferred purchase price obligation expense | 17,465 | 0 | 24,928 | 0 |
Depreciation and amortization | 28,092 | 26,231 | 55,957 | 52,012 |
Proportional adjusted EBITDA for equity method investees | 12,725 | 6,552 | 25,113 | 11,816 |
Adjustments related to MVC shortfall payments | 11,135 | 10,935 | 22,277 | 23,268 |
Unit-based and noncash compensation | 1,994 | 1,988 | 3,950 | 3,551 |
Loss on asset sales | 77 | 24 | 134 | 24 |
Long-lived asset impairment | 569 | 0 | 569 | 0 |
Less: | ||||
Interest income | 0 | 0 | 0 | 1 |
Gain on asset sales | 3 | 238 | 123 | 238 |
Corporate | ||||
Add: | ||||
Allocated corporate expenses | 9,247 | 7,043 | 18,006 | 13,666 |
Depreciation and amortization | 154 | 184 | 270 | 350 |
Reportable Segments | ||||
Add: | ||||
Depreciation and amortization | 27,938 | 26,047 | 55,687 | 51,662 |
Less: | ||||
Total of reportable segments’ measures of profit or loss | $ 81,612 | $ 68,961 | $ 160,402 | $ 137,142 |
SEGMENT INFORMATION - Adjustmen
SEGMENT INFORMATION - Adjustments Related to MVC Shortfall Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Adjustments related to MVC shortfall payments | $ 11,135 | $ 10,935 | $ 22,277 | $ 23,268 |
Reportable Segments | Williston Basin | ||||
Segment Reporting Information [Line Items] | ||||
Adjustments related to MVC shortfall payments | 4,261 | 2,847 | 7,797 | 5,500 |
Reportable Segments | Piceance/DJ Basins | ||||
Segment Reporting Information [Line Items] | ||||
Adjustments related to MVC shortfall payments | 7,456 | 9,866 | 14,973 | 19,769 |
Reportable Segments | Barnett Shale | ||||
Segment Reporting Information [Line Items] | ||||
Adjustments related to MVC shortfall payments | $ (582) | $ (1,778) | $ (493) | $ (2,001) |
PROPERTY, PLANT, AND EQUIPMEN51
PROPERTY, PLANT, AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||||
Gross | $ 2,069,971 | $ 2,069,971 | $ 2,001,753 | ||
Less accumulated depreciation | 223,824 | 223,824 | 188,970 | ||
Property, plant, and equipment, net | 1,846,147 | 1,846,147 | 1,812,783 | ||
Depreciation expense | 17,595 | $ 15,721 | 34,966 | $ 30,985 | |
Capitalized interest | 1,063 | $ 834 | 1,779 | $ 1,361 | |
Gathering and processing systems and related equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross | 1,923,234 | 1,923,234 | 1,883,139 | ||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross | 101,743 | 101,743 | 75,132 | ||
Land and line fill | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross | 11,442 | 11,442 | 11,055 | ||
Other | |||||
Property, Plant and Equipment [Line Items] | |||||
Gross | $ 33,552 | $ 33,552 | $ 32,427 |
AMORTIZING INTANGIBLE ASSETS 52
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying amount | $ 602,833 | $ 602,833 | $ 600,802 | ||
Accumulated amortization | (160,872) | (160,872) | (139,492) | ||
Total intangible assets, net | 441,961 | $ 441,961 | $ 461,310 | ||
Noncurrent liability | |||||
Unfavorable gas gathering contract, useful lives | 10 years | 10 years | |||
Unfavorable contract, gross carrying amount | 10,962 | $ 10,962 | $ 10,962 | ||
Unfavorable gas gathering contract, accumulated amortization | (6,466) | (6,466) | (6,077) | ||
Unfavorable gas gathering contract, Net | 4,496 | 4,496 | $ 4,885 | ||
Amortization expense | |||||
Amortization expense - unfavorable contract | 188 | $ 163 | 389 | $ 338 | |
Amortizing intangible assets | |||||
2,016 | 21,607 | 21,607 | |||
2,017 | 42,027 | 42,027 | |||
2,018 | 41,481 | 41,481 | |||
2,019 | 41,726 | 41,726 | |||
2,020 | 44,374 | 44,374 | |||
Unfavorable gas gathering contract | |||||
2,016 | 509 | 509 | |||
2,017 | 1,047 | 1,047 | |||
2,018 | 1,035 | 1,035 | |||
2,019 | 1,045 | 1,045 | |||
2,020 | 860 | $ 860 | |||
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 | $ 24,195 | ||
Accumulated amortization | (10,189) | (10,189) | (9,534) | ||
Total intangible assets, net | 14,006 | 14,006 | $ 14,661 | ||
Amortization expense | |||||
Amortization expense | (317) | (375) | $ (655) | (801) | |
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 | $ 426,464 | ||
Accumulated amortization | (128,760) | (128,760) | (111,052) | ||
Total intangible assets, net | 297,704 | 297,704 | $ 315,412 | ||
Amortization expense | |||||
Amortization expense | (8,854) | (8,835) | $ (17,708) | (17,670) | |
Rights-of-way | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Useful lives (In years) | 26 years 1 month | 26 years 4 months | |||
Gross carrying amount | 152,174 | $ 152,174 | $ 150,143 | ||
Accumulated amortization | (21,923) | (21,923) | (18,906) | ||
Total intangible assets, net | 130,251 | 130,251 | $ 131,237 | ||
Amortization expense | |||||
Amortization expense | $ (1,514) | $ (1,463) | $ (3,017) | $ (2,894) |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||
Goodwill impairment | $ 0 | |
Piceance/DJ Basins | ||
Goodwill [Line Items] | ||
Goodwill impairment | $ 45,500,000 | |
Williston Basin | ||
Goodwill [Line Items] | ||
Goodwill impairment | $ 203,400,000 |
EQUITY METHOD INVESTMENTS - Nar
EQUITY METHOD INVESTMENTS - Narrative (Details) - Ohio Gathering - USD ($) $ in Thousands | 1 Months Ended | ||
Jun. 30, 2016 | May 31, 2014 | Jan. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||
Additional capital contribution | $ 0 | ||
Non-affiliated owners' interest percent | 60.00% | ||
Option value | $ 7,500 | ||
Loss from equity method investees | $ 37,800 | ||
Principal Owner | |||
Schedule of Equity Method Investments [Line Items] | |||
Cost method ownership interest percent | 1.00% | ||
Ownership interest value | $ 190,000 | ||
Capital contribution | $ 8,400 | ||
Equity method potential ownership interest percent | 40.00% | ||
Equity method ownership interest percent | 40.00% | 40.00% | |
Capital contributions true-ups | $ 326,600 | ||
Additional capital contribution | 50,400 | ||
Management fee | $ 5,400 |
EQUITY METHOD INVESTMENTS - Rol
EQUITY METHOD INVESTMENTS - Rollforward of the Investment in Equity Method Investees (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | May 31, 2014 | |
Equity Method Investment [Roll Forward] | ||||
Investment in equity method investees | $ 751,168 | |||
June cash distributions | 24,181 | $ 13,869 | ||
Investment in equity method investees | $ 711,021 | 711,021 | ||
Ohio Gathering | ||||
Equity Method Investment [Roll Forward] | ||||
Investment in equity method investees | 602,437 | |||
June cash distributions | 3,847 | |||
Basis difference | (150,213) | |||
Impairment loss | 37,800 | |||
Investment in equity method investees | $ 711,021 | $ 711,021 | ||
Principal Owner | Ohio Gathering | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method ownership interest percent | 40.00% | 40.00% | 40.00% |
EQUITY METHOD INVESTMENTS - Sta
EQUITY METHOD INVESTMENTS - Statements of Operations Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May 31, 2016 | May 31, 2015 | May 31, 2016 | May 31, 2015 | |
Ohio Gathering | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | $ 38,444 | $ 26,531 | $ 76,243 | $ 50,182 |
Total operating expenses | 22,572 | 23,755 | 45,105 | 46,327 |
Net loss | 15,868 | 2,776 | 31,137 | 3,856 |
Ohio Condensate Company | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | 5,417 | 831 | 10,615 | 860 |
Total operating expenses | 98,748 | 3,881 | 103,307 | 6,066 |
Net loss | $ (93,701) | $ (3,315) | $ (93,245) | $ (5,472) |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | $ 677 |
Additions, current | 5,484 |
Less revenue recognized, current | 6,161 |
Current deferred revenue, ending balance | 0 |
Noncurrent deferred revenue, beginning balance | 45,486 |
Additions, noncurrent | 2,710 |
Less revenue recognized, noncurrent | 0 |
Noncurrent deferred revenue, ending balance | 48,196 |
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 | 677 |
Current deferred revenue, ending balance | 0 |
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 | 5,484 |
Less revenue recognized, current | 5,484 |
Current deferred revenue, ending balance | 0 |
Noncurrent deferred revenue, beginning balance | 16,484 |
Additions, noncurrent | 2,475 |
Less revenue recognized, noncurrent | 0 |
Noncurrent deferred revenue, ending balance | $ 18,959 |
DEBT - Components of Long-Term
DEBT - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 1,312,539 | $ 1,267,270 |
Revolving credit facility | ||
Line of Credit Facility [Line Items] | ||
Revolving credit facility | $ 721,000 | $ 344,000 |
Variable interest rate | 2.97% | 2.93% |
Senior Notes | 5.5% Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Senior unsecured notes | $ 300,000 | $ 300,000 |
Unamortized deferred loan costs (2) | $ (3,826) | $ (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 |
Unamortized deferred loan costs (2) | $ (4,635) | $ (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 ($) | Feb. 24, 2016USD ($) | Jun. 30, 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 | 2.97% | 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 | |||
Senior secured leverage ratio | 3.75 | |||
Debt defaults | $ 0 | |||
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) | 2.50% | |||
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 | Jun. 30, 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
CONCENTRATIONS OF RISK | ||
Concentration risk, number | 5 | 5 |
Concentration risk, percentage | 46.00% | 68.00% |
FINANCIAL INSTRUMENTS - Level 3
FINANCIAL INSTRUMENTS - Level 3 Reconciliation (Details) - Fair Value, Inputs, Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Level 3 liabilities, January 1, 2016 | $ 0 |
Additions | 507,427 |
Change in fair value | 24,928 |
Level 3 liabilities, June 30, 2016 | $ 532,355 |
FINANCIAL INSTRUMENTS - Fair va
FINANCIAL INSTRUMENTS - Fair value of Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 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) | 296,174 | 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) | 295,365 | 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) | 257,500 | 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) | $ 284,375 | $ 257,000 |
PARTNERS' CAPITAL - Partners' C
PARTNERS' CAPITAL - Partners' Capital and Schedule of Units (Details) | 6 Months Ended |
Jun. 30, 2016shares | |
Rollforwards of the number of partner units | |
Units, beginning balance | 67,827,194 |
Net units issued under SMLP LTIP | 115,674 |
Subordinated unit conversion | 0 |
Units, ending balance | 67,942,868 |
Common | |
Rollforwards of the number of partner units | |
Units, beginning balance | 42,062,644 |
Net units issued under SMLP LTIP | 115,674 |
Subordinated unit conversion | (24,409,850) |
Units, ending balance | 66,588,168 |
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 |
Dec. 31, 2015 | |
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 | Jun. 30, 2016 |
Subsidiary or Equity Method Investee [Line Items] | ||
Cash consideration | $ 360,000 | |
Deferred purchase price obligation | 507,427 | $ 532,400 |
Net investment | 1,114,855 | |
Working capital adjustment received from a subsidiary of Summit Investments | $ (569) | $ 600 |
PARTNERS' CAPITAL - Calculation
PARTNERS' CAPITAL - Calculation of the capital distribution and its allocation (Details) - USD ($) $ in Thousands | Mar. 03, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Subsidiary or Equity Method Investee [Line Items] | ||||
Excess of acquired carrying value over consideration paid and recognized | $ 247,997 | $ 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 | $ 532,400 | 532,400 | |
Borrowings under revolving credit facility | 360,000 | |||
Working capital adjustment received from a subsidiary of Summit Investments | (569) | $ 600 | ||
Total consideration paid and recognized by SMLP | 866,858 | |||
Excess of acquired carrying value over consideration paid and recognized | 247,997 | |||
General partner | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Excess of acquired carrying value over consideration paid and recognized | 4,953 | 4,953 | ||
Limited partners, Common | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Excess of acquired carrying value over consideration paid and recognized | 243,044 | 243,044 | ||
Summit Investments' equity in contributed subsidiaries | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Excess of acquired carrying value over consideration paid and recognized | $ 247,997 | $ (247,997) |
PARTNERS' CAPITAL - Cash Distri
PARTNERS' CAPITAL - Cash Distributions (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 21, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Distribution Made to Limited Partner [Line Items] | |||||
Per-unit distribution (in dollars per unit) | $ 0.575 | $ 0.565 | $ 1.150 | $ 1.125 | |
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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule of Partnership Target Distributions [Line Items] | ||||
IDR payments | $ 1,938 | $ 1,534 | $ 3,874 | $ 2,976 |
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, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net (loss) income attributable to limited partners | $ (51,222) | $ 1,094 | $ (59,487) | $ 1,193 |
Phantom Units | ||||
(Loss) earnings per limited partner unit: | ||||
Antidilutive securities excluded from the calculation of diluted loss per common unit (in unit) | 4 | 0 | 250 | 95 |
Common units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net (loss) income attributable to limited partners | $ 1,847 | $ 1,490 | ||
Weighted-average units outstanding - basic | 66,587 | 38,278 | 66,540 | 36,369 |
Effect of nonvested phantom units | 0 | 183 | 0 | 108 |
Weighted-average units outstanding – diluted | 66,587 | 38,461 | 66,540 | 36,477 |
(Loss) earnings per limited partner unit: | ||||
Basic (in dollars per share) | $ (0.77) | $ 0.05 | $ (0.89) | $ 0.04 |
Diluted (in dollars per share) | $ (0.77) | $ 0.05 | $ (0.89) | $ 0.04 |
Subordinated Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net (loss) income attributable to limited partners | $ (753) | $ (297) | ||
Weighted-average units outstanding - basic | 24,410 | 24,410 | ||
Weighted-average units outstanding – diluted | 24,410 | 24,410 | ||
(Loss) earnings per limited partner unit: | ||||
Basic (in dollars per share) | $ (0.03) | $ (0.01) | ||
Diluted (in dollars per share) | $ (0.03) | $ (0.01) |
UNIT-BASED AND NONCASH COMPEN71
UNIT-BASED AND NONCASH COMPENSATION - SMLP Long-Term Incentive Plan (Details) - SMLP LTIP - $ / shares | 1 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2016 | |
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, number of units | 488,482 | |
Grant date fair value (in dollars per share) | $ 14.82 | |
Award vesting period, in years | 3 years | |
Unit vested, number of units | 120,920 |
UNIT-BASED AND NONCASH COMPEN72
UNIT-BASED AND NONCASH COMPENSATION - SMP Net Profits Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
SMP Net Profits Interests noncash compensation | $ 3,665 | $ 3,049 | ||
SMP Net Profits Interests | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percent of membership interests, up to | 7.50% | |||
Summit Investments' equity in contributed subsidiaries | General and administrative expense | SMP Net Profits Interests | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
SMP Net Profits Interests noncash compensation | $ 90 | $ 251 | $ 285 | $ 502 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - General partner - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | |
Operation and maintenance expense | ||||
RELATED-PARTY TRANSACTIONS | ||||
Expenses from transactions with related party | $ 6,623 | $ 6,472 | $ 13,372 | $ 12,946 |
General and administrative expense | ||||
RELATED-PARTY TRANSACTIONS | ||||
Expenses from transactions with related party | $ 7,679 | $ 7,087 | $ 15,457 | $ 14,222 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Loss Contingencies [Line Items] | ||||
Rent expense | $ 745,000 | $ 683,000 | $ 1,361,000 | $ 1,189,000 |
Meadowland Midstream Gathering System | Principal Owner | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Pollution liability policy maximum coverage | $ 25,000,000 |
COMMITMENTS AND CONTINGENCIES75
COMMITMENTS AND CONTINGENCIES - Accrual for Environmental Loss Contingencies (Details) - Meadowlark Midstream Water Gathering System - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 | (1,752) | (13,136) |
Payments made with proceeds from insurance policies | (25,000) | |
Additional accruals | 21,800 | |
Accrued environmental remediation at end of period | $ 11,912 | $ 13,664 |
ACQUISITIONS AND DROP DOWN TR76
ACQUISITIONS AND DROP DOWN TRANSACTIONS - 2016 Drop Down (Details) - Drop Down Assets 2016 Acquisition $ in Thousands | Mar. 03, 2016USD ($) | Jun. 30, 2016USD ($) |
Transactions Under Common Control [Line Items] | ||
Cash consideration | $ 360,000 | |
Working capital adjustment received from a subsidiary of Summit Investments | $ (569) | $ 600 |
Deferred payment multiple | 6.5 | |
Estimated future payment obligation | $ 860,300 | |
Deferred purchase price obligation | $ 507,427 | $ 532,400 |
Discount rate | 13.00% |
ACQUISITIONS AND DROP DOWN TR77
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 TR78
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 TR79
ACQUISITIONS AND DROP DOWN TRANSACTIONS - Supplemental Disclosures As-If Pooled Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 89,635 | $ 86,854 | $ 180,206 | $ 172,941 |
Net loss | $ (50,555) | (2,396) | (54,220) | (4,880) |
Summit Midstream Partners, LP | ||||
Business Acquisition [Line Items] | ||||
Revenues | 76,253 | 171,339 | 148,888 | |
Net loss | 2,985 | (56,965) | 4,652 | |
Drop Down Assets 2016 Acquisition | ||||
Business Acquisition [Line Items] | ||||
Revenues | 5,910 | 8,867 | 10,780 | |
Net loss | (7,438) | $ 2,745 | (14,935) | |
Polar Midstream and Divide | ||||
Business Acquisition [Line Items] | ||||
Revenues | 4,691 | 13,273 | ||
Net loss | $ 2,057 | $ 5,403 |
CONDENSED CONSOLIDATING FINAN80
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Assets | ||||
Cash and cash equivalents | $ 6,743 | $ 21,793 | $ 28,007 | $ 27,811 |
Accounts receivable | 48,305 | 89,581 | ||
Due from affiliate | 0 | 0 | ||
Other current assets | 2,138 | 3,573 | ||
Total current assets | 57,186 | 114,947 | ||
Property, plant and equipment, net | 1,846,147 | 1,812,783 | ||
Intangible assets, net | 441,961 | 461,310 | ||
Investment in equity method investees | 711,021 | 751,168 | ||
Goodwill | 16,211 | 16,211 | ||
Other noncurrent assets | 8,748 | 8,253 | ||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 3,081,274 | 3,164,672 | ||
Liabilities [Abstract] | ||||
Trade accounts payable | 21,597 | 40,808 | ||
Due to affiliate | 183 | 1,149 | ||
Deferred revenue | 0 | 677 | ||
Ad valorem taxes payable | 7,658 | 10,271 | ||
Accrued interest | 17,483 | 17,483 | ||
Accrued environmental remediation | 8,026 | 7,900 | ||
Other current liabilities | 13,781 | 13,297 | ||
Total current liabilities | 68,728 | 91,585 | ||
Long-term debt | 1,312,539 | 1,267,270 | ||
Deferred purchase price obligation | 532,355 | 0 | ||
Deferred revenue | 48,196 | 45,486 | ||
Noncurrent accrued environmental remediation | 3,886 | 5,764 | ||
Other noncurrent liabilities | 8,031 | 7,268 | ||
Total liabilities | 1,973,735 | 1,417,373 | ||
Total partners' capital | 1,107,539 | 1,747,299 | 1,995,359 | 1,830,678 |
Total liabilities and partners' capital | 3,081,274 | 3,164,672 | ||
SMLP | ||||
Assets | ||||
Cash and cash equivalents | 2,320 | 73 | 16,850 | 7,531 |
Accounts receivable | 55 | 0 | ||
Due from affiliate | 11,660 | 3,168 | ||
Other current assets | 838 | 540 | ||
Total current assets | 14,873 | 3,781 | ||
Property, plant and equipment, net | 1,419 | 1,178 | ||
Intangible assets, net | 0 | 0 | ||
Investment in equity method investees | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other noncurrent assets | 2,402 | 3,480 | ||
Investment in subsidiaries | 2,070,570 | 2,438,395 | ||
Total assets | 2,089,264 | 2,446,834 | ||
Liabilities [Abstract] | ||||
Trade accounts payable | 334 | 482 | ||
Due to affiliate | 441,432 | 360,243 | ||
Deferred revenue | 0 | |||
Ad valorem taxes payable | 20 | 9 | ||
Accrued interest | 0 | 0 | ||
Accrued environmental remediation | 0 | 0 | ||
Other current liabilities | 4,573 | 4,558 | ||
Total current liabilities | 446,359 | 365,292 | ||
Long-term debt | 0 | 332,500 | ||
Deferred purchase price obligation | 532,355 | |||
Deferred revenue | 0 | 0 | ||
Noncurrent accrued environmental remediation | 0 | 0 | ||
Other noncurrent liabilities | 3,011 | 1,743 | ||
Total liabilities | 981,725 | 699,535 | ||
Total partners' capital | 1,107,539 | 1,747,299 | ||
Total liabilities and partners' capital | 2,089,264 | 2,446,834 | ||
Co-Issuers | ||||
Assets | ||||
Cash and cash equivalents | 638 | 12,407 | 124 | 11,621 |
Accounts receivable | 0 | 0 | ||
Due from affiliate | 140,443 | 151,443 | ||
Other current assets | 0 | 0 | ||
Total current assets | 141,081 | 163,850 | ||
Property, plant and equipment, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Investment in equity method investees | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other noncurrent assets | 6,186 | 4,611 | ||
Investment in subsidiaries | 3,253,326 | 3,222,187 | ||
Total assets | 3,400,593 | 3,390,648 | ||
Liabilities [Abstract] | ||||
Trade accounts payable | 0 | 0 | ||
Due to affiliate | 0 | 0 | ||
Deferred revenue | 0 | |||
Ad valorem taxes payable | 0 | 0 | ||
Accrued interest | 17,483 | 17,483 | ||
Accrued environmental remediation | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Total current liabilities | 17,483 | 17,483 | ||
Long-term debt | 1,312,539 | 934,770 | ||
Deferred purchase price obligation | 0 | |||
Deferred revenue | 0 | 0 | ||
Noncurrent accrued environmental remediation | 0 | 0 | ||
Other noncurrent liabilities | 0 | 0 | ||
Total liabilities | 1,330,022 | 952,253 | ||
Total partners' capital | 2,070,571 | 2,438,395 | ||
Total liabilities and partners' capital | 3,400,593 | 3,390,648 | ||
Guarantor subsidiaries | ||||
Assets | ||||
Cash and cash equivalents | 2,351 | 6,930 | 9,998 | 7,353 |
Accounts receivable | 40,698 | 84,021 | ||
Due from affiliate | 300,806 | 207,651 | ||
Other current assets | 1,162 | 2,672 | ||
Total current assets | 345,017 | 301,274 | ||
Property, plant and equipment, net | 1,453,815 | 1,462,623 | ||
Intangible assets, net | 417,381 | 438,093 | ||
Investment in equity method investees | 0 | 0 | ||
Goodwill | 16,211 | 16,211 | ||
Other noncurrent assets | 160 | 162 | ||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 2,232,584 | 2,218,363 | ||
Liabilities [Abstract] | ||||
Trade accounts payable | 8,530 | 18,489 | ||
Due to affiliate | 0 | 0 | ||
Deferred revenue | 677 | |||
Ad valorem taxes payable | 6,965 | 9,881 | ||
Accrued interest | 0 | 0 | ||
Accrued environmental remediation | 0 | 0 | ||
Other current liabilities | 7,836 | 7,405 | ||
Total current liabilities | 23,331 | 36,452 | ||
Long-term debt | 0 | 0 | ||
Deferred purchase price obligation | 0 | |||
Deferred revenue | 48,196 | 45,486 | ||
Noncurrent accrued environmental remediation | 0 | 0 | ||
Other noncurrent liabilities | 5,000 | 5,503 | ||
Total liabilities | 76,527 | 87,441 | ||
Total partners' capital | 2,156,057 | 2,130,922 | ||
Total liabilities and partners' capital | 2,232,584 | 2,218,363 | ||
Non-guarantor subsidiaries | ||||
Assets | ||||
Cash and cash equivalents | 1,434 | 2,383 | 1,035 | 1,306 |
Accounts receivable | 7,552 | 5,560 | ||
Due from affiliate | 0 | 0 | ||
Other current assets | 138 | 361 | ||
Total current assets | 9,124 | 8,304 | ||
Property, plant and equipment, net | 390,913 | 348,982 | ||
Intangible assets, net | 24,580 | 23,217 | ||
Investment in equity method investees | 711,021 | 751,168 | ||
Goodwill | 0 | 0 | ||
Other noncurrent assets | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Total assets | 1,135,638 | 1,131,671 | ||
Liabilities [Abstract] | ||||
Trade accounts payable | 12,733 | 21,837 | ||
Due to affiliate | 11,660 | 3,168 | ||
Deferred revenue | 0 | |||
Ad valorem taxes payable | 673 | 381 | ||
Accrued interest | 0 | 0 | ||
Accrued environmental remediation | 8,026 | 7,900 | ||
Other current liabilities | 1,372 | 1,334 | ||
Total current liabilities | 34,464 | 34,620 | ||
Long-term debt | 0 | 0 | ||
Deferred purchase price obligation | 0 | |||
Deferred revenue | 0 | 0 | ||
Noncurrent accrued environmental remediation | 3,886 | 5,764 | ||
Other noncurrent liabilities | 20 | 22 | ||
Total liabilities | 38,370 | 40,406 | ||
Total partners' capital | 1,097,268 | 1,091,265 | ||
Total liabilities and partners' capital | 1,135,638 | 1,131,671 | ||
Consolidating adjustments | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable | 0 | 0 | ||
Due from affiliate | (452,909) | (362,262) | ||
Other current assets | 0 | 0 | ||
Total current assets | (452,909) | (362,262) | ||
Property, plant and equipment, net | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Investment in equity method investees | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other noncurrent assets | 0 | 0 | ||
Investment in subsidiaries | (5,323,896) | (5,660,582) | ||
Total assets | (5,776,805) | (6,022,844) | ||
Liabilities [Abstract] | ||||
Trade accounts payable | 0 | 0 | ||
Due to affiliate | (452,909) | (362,262) | ||
Deferred revenue | 0 | |||
Ad valorem taxes payable | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Accrued environmental remediation | 0 | 0 | ||
Other current liabilities | 0 | 0 | ||
Total current liabilities | (452,909) | (362,262) | ||
Long-term debt | 0 | 0 | ||
Deferred purchase price obligation | 0 | |||
Deferred revenue | 0 | 0 | ||
Noncurrent accrued environmental remediation | 0 | 0 | ||
Other noncurrent liabilities | 0 | 0 | ||
Total liabilities | (452,909) | (362,262) | ||
Total partners' capital | (5,323,896) | (5,660,582) | ||
Total liabilities and partners' capital | $ (5,776,805) | $ (6,022,844) |
CONDENSED CONSOLIDATING FINAN81
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
Gathering services and related fees | $ 76,187 | $ 69,754 | $ 154,287 | $ 138,194 |
Natural gas, NGLs and condensate sales | 8,581 | 11,967 | 16,169 | 24,580 |
Other revenues | 4,867 | 5,133 | 9,750 | 10,167 |
Total revenues | 89,635 | 86,854 | 180,206 | 172,941 |
Costs and expenses: | ||||
Cost of natural gas and NGLs | 6,864 | 8,574 | 13,154 | 18,015 |
Operation and maintenance | 23,410 | 23,595 | 49,252 | 46,385 |
General and administrative | 12,876 | 11,632 | 25,755 | 23,231 |
Transaction costs | 122 | 822 | 1,296 | 932 |
Depreciation and amortization | 27,963 | 26,019 | 55,691 | 51,549 |
Loss on asset sales, net | 74 | (214) | 11 | (214) |
Long-lived asset impairment | 569 | 0 | 569 | 0 |
Total costs and expenses | 71,878 | 70,428 | 145,728 | 139,898 |
Other income | 19 | 0 | 41 | 1 |
Interest expense | (16,035) | (15,599) | (31,917) | (30,503) |
Deferred purchase price obligation expense | (17,465) | 0 | (24,928) | 0 |
(Loss) income before income taxes | (15,724) | 827 | (22,326) | 2,541 |
Income tax expense | (360) | 263 | (283) | (167) |
Loss from equity method investees | (34,471) | (3,486) | (31,611) | (7,254) |
Equity in loss of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Net loss | (50,555) | (2,396) | (54,220) | (4,880) |
Co-Issuers | ||||
Revenues: | ||||
Gathering services and related fees | 0 | 0 | 0 | 0 |
Natural gas, NGLs and condensate sales | 0 | 0 | 0 | 0 |
Other revenues | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Costs and expenses: | ||||
Cost of natural gas and NGLs | 0 | 0 | 0 | 0 |
Operation and maintenance | 0 | 0 | 0 | 0 |
General and administrative | 0 | 0 | 0 | 0 |
Transaction costs | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Loss on asset sales, net | 0 | 0 | 0 | 0 |
Long-lived asset impairment | 0 | 0 | ||
Total costs and expenses | 0 | 0 | 0 | 0 |
Other income | 0 | 0 | 0 | 0 |
Interest expense | (16,035) | (12,083) | (30,476) | (24,201) |
Deferred purchase price obligation expense | 0 | 0 | ||
(Loss) income before income taxes | (16,035) | (12,083) | (30,476) | (24,201) |
Income tax expense | 0 | 0 | 0 | 0 |
Loss from equity method investees | 0 | 0 | 0 | 0 |
Equity in loss of consolidated subsidiaries | (16,438) | 13,946 | 4,433 | 27,072 |
Net loss | (32,473) | 1,863 | (26,043) | 2,871 |
Guarantor subsidiaries | ||||
Revenues: | ||||
Gathering services and related fees | 62,677 | 64,420 | 127,445 | 128,605 |
Natural gas, NGLs and condensate sales | 8,581 | 11,967 | 16,169 | 24,580 |
Other revenues | 4,306 | 4,556 | 8,674 | 8,975 |
Total revenues | 75,564 | 80,943 | 152,288 | 162,160 |
Costs and expenses: | ||||
Cost of natural gas and NGLs | 6,864 | 8,574 | 13,154 | 18,015 |
Operation and maintenance | 21,042 | 21,618 | 43,614 | 42,673 |
General and administrative | 10,761 | 9,739 | 20,891 | 19,765 |
Transaction costs | 0 | 0 | 0 | 0 |
Depreciation and amortization | 24,757 | 23,795 | 49,429 | 47,384 |
Loss on asset sales, net | 74 | (214) | 11 | (214) |
Long-lived asset impairment | 40 | 41 | ||
Total costs and expenses | 63,538 | 63,512 | 127,140 | 127,623 |
Other income | 0 | 0 | 0 | 1 |
Interest expense | 0 | 0 | 0 | 0 |
Deferred purchase price obligation expense | 0 | 0 | ||
(Loss) income before income taxes | 12,026 | 17,431 | 25,148 | 34,538 |
Income tax expense | 0 | 0 | 0 | 0 |
Loss from equity method investees | 0 | 0 | 0 | 0 |
Equity in loss of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Net loss | 12,026 | 17,431 | 25,148 | 34,538 |
Non-guarantor subsidiaries | ||||
Revenues: | ||||
Gathering services and related fees | 13,510 | 5,334 | 26,842 | 9,589 |
Natural gas, NGLs and condensate sales | 0 | 0 | 0 | 0 |
Other revenues | 561 | 577 | 1,076 | 1,192 |
Total revenues | 14,071 | 5,911 | 27,918 | 10,781 |
Costs and expenses: | ||||
Cost of natural gas and NGLs | 0 | 0 | 0 | 0 |
Operation and maintenance | 2,368 | 1,977 | 5,638 | 3,712 |
General and administrative | 2,115 | 1,893 | 4,864 | 3,466 |
Transaction costs | 0 | 0 | 0 | 0 |
Depreciation and amortization | 3,052 | 2,040 | 5,992 | 3,815 |
Loss on asset sales, net | 0 | 0 | 0 | 0 |
Long-lived asset impairment | 529 | 528 | ||
Total costs and expenses | 8,064 | 5,910 | 17,022 | 10,993 |
Other income | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Deferred purchase price obligation expense | 0 | 0 | ||
(Loss) income before income taxes | 6,007 | 1 | 10,896 | (212) |
Income tax expense | 0 | 0 | 0 | 0 |
Loss from equity method investees | (34,471) | (3,486) | (31,611) | (7,254) |
Equity in loss of consolidated subsidiaries | 0 | 0 | 0 | 0 |
Net loss | (28,464) | (3,485) | (20,715) | (7,466) |
SMLP | ||||
Revenues: | ||||
Gathering services and related fees | 0 | 0 | 0 | 0 |
Natural gas, NGLs and condensate sales | 0 | 0 | 0 | 0 |
Other revenues | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Costs and expenses: | ||||
Cost of natural gas and NGLs | 0 | 0 | 0 | 0 |
Operation and maintenance | 0 | 0 | 0 | 0 |
General and administrative | 0 | 0 | 0 | |
Transaction costs | 122 | 822 | 1,296 | 932 |
Depreciation and amortization | 154 | 184 | 270 | 350 |
Loss on asset sales, net | 0 | 0 | 0 | 0 |
Long-lived asset impairment | 0 | 0 | ||
Total costs and expenses | 276 | 1,006 | 1,566 | 1,282 |
Other income | 19 | 0 | 41 | 0 |
Interest expense | 0 | (3,516) | (1,441) | (6,302) |
Deferred purchase price obligation expense | (17,465) | (24,928) | ||
(Loss) income before income taxes | (17,722) | (4,522) | (27,894) | (7,584) |
Income tax expense | (360) | 263 | (283) | (167) |
Loss from equity method investees | 0 | 0 | 0 | 0 |
Equity in loss of consolidated subsidiaries | (32,473) | 1,863 | (26,043) | 2,871 |
Net loss | (50,555) | (2,396) | (54,220) | (4,880) |
Consolidating adjustments | ||||
Revenues: | ||||
Gathering services and related fees | 0 | 0 | 0 | 0 |
Natural gas, NGLs and condensate sales | 0 | 0 | 0 | 0 |
Other revenues | 0 | 0 | 0 | 0 |
Total revenues | 0 | 0 | 0 | 0 |
Costs and expenses: | ||||
Cost of natural gas and NGLs | 0 | 0 | 0 | 0 |
Operation and maintenance | 0 | 0 | 0 | 0 |
General and administrative | 0 | 0 | 0 | 0 |
Transaction costs | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Loss on asset sales, net | 0 | 0 | 0 | 0 |
Long-lived asset impairment | 0 | 0 | ||
Total costs and expenses | 0 | 0 | 0 | 0 |
Other income | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Deferred purchase price obligation expense | 0 | 0 | ||
(Loss) income before income taxes | 0 | 0 | 0 | 0 |
Income tax expense | 0 | 0 | 0 | 0 |
Loss from equity method investees | 0 | 0 | 0 | 0 |
Equity in loss of consolidated subsidiaries | 48,911 | (15,809) | 21,610 | (29,943) |
Net loss | $ 48,911 | $ (15,809) | $ 21,610 | $ (29,943) |
CONDENSED CONSOLIDATING FINAN82
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Cash Flow Statement (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | $ 131,500 | $ 104,996 |
Cash flows from investing activities: | ||
Capital expenditures | (91,372) | (131,517) |
Contributions to equity method investees | (15,645) | (64,396) |
Acquisitions of gathering systems from affiliate, net of acquired cash | (359,431) | (292,941) |
Advances to affiliates | 0 | 0 |
Other, net | (435) | 238 |
Net cash used in investing activities | (466,883) | (488,616) |
Cash flows from financing activities: | ||
Distributions to unitholders | 82,020 | 70,619 |
Borrowings under revolving credit facility | 439,300 | 257,000 |
Repayments under revolving credit facility | (50,300) | (151,000) |
Repayments under term loan | 0 | (177,500) |
Deferred loan costs | (2,766) | (136) |
Proceeds from issuance of common units, net | 0 | 222,119 |
Contribution from general partner | 0 | 4,737 |
Cash advance from Summit Investments to contributed subsidiaries, net | 12,214 | 286,799 |
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 4,821 | 13,352 |
Other, net | (916) | (936) |
Advances from affiliates | 0 | 0 |
Net cash provided by financing activities | 320,333 | 383,816 |
Net change in cash and cash equivalents | (15,050) | 196 |
Cash and cash equivalents, beginning of period | 21,793 | 27,811 |
Cash and cash equivalents, end of period | 6,743 | 28,007 |
SMLP | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 750 | 4,476 |
Cash flows from investing activities: | ||
Capital expenditures | (512) | (393) |
Contributions to equity method investees | 0 | 0 |
Acquisitions of gathering systems from affiliate, net of acquired cash | (359,431) | (292,941) |
Advances to affiliates | (8,978) | (1,012) |
Other, net | (435) | 0 |
Net cash used in investing activities | (369,356) | (294,346) |
Cash flows from financing activities: | ||
Distributions to unitholders | 82,020 | 70,619 |
Borrowings under revolving credit facility | 12,000 | 135,000 |
Repayments under revolving credit facility | 0 | (100,000) |
Repayments under term loan | (177,500) | |
Deferred loan costs | 0 | (50) |
Proceeds from issuance of common units, net | 222,119 | |
Contribution from general partner | 4,737 | |
Cash advance from Summit Investments to contributed subsidiaries, net | (12,000) | 142,500 |
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 3,030 | 7,354 |
Other, net | (912) | (936) |
Advances from affiliates | 450,755 | 136,584 |
Net cash provided by financing activities | 370,853 | 299,189 |
Net change in cash and cash equivalents | 2,247 | 9,319 |
Cash and cash equivalents, beginning of period | 73 | 7,531 |
Cash and cash equivalents, end of period | 2,320 | 16,850 |
Co-Issuers | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | (28,517) | (23,986) |
Cash flows from investing activities: | ||
Capital expenditures | 0 | 0 |
Contributions to equity method investees | 0 | 0 |
Acquisitions of gathering systems from affiliate, net of acquired cash | 0 | 0 |
Advances to affiliates | (357,486) | (58,425) |
Other, net | 0 | 0 |
Net cash used in investing activities | (357,486) | (58,425) |
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | 0 |
Borrowings under revolving credit facility | 427,300 | 122,000 |
Repayments under revolving credit facility | (50,300) | (51,000) |
Repayments under term loan | 0 | |
Deferred loan costs | (2,766) | (86) |
Proceeds from issuance of common units, net | 0 | |
Contribution from general partner | 0 | |
Cash advance from Summit Investments to contributed subsidiaries, net | 0 | 0 |
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 0 | 0 |
Other, net | 0 | 0 |
Advances from affiliates | 0 | 0 |
Net cash provided by financing activities | 374,234 | 70,914 |
Net change in cash and cash equivalents | (11,769) | (11,497) |
Cash and cash equivalents, beginning of period | 12,407 | 11,621 |
Cash and cash equivalents, end of period | 638 | 124 |
Guarantor subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 119,435 | 115,962 |
Cash flows from investing activities: | ||
Capital expenditures | (30,745) | (60,562) |
Contributions to equity method investees | 0 | 0 |
Acquisitions of gathering systems from affiliate, net of acquired cash | 0 | 0 |
Advances to affiliates | (93,269) | (78,159) |
Other, net | 0 | 238 |
Net cash used in investing activities | (124,014) | (138,483) |
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | 0 |
Borrowings under revolving credit facility | 0 | 0 |
Repayments under revolving credit facility | 0 | 0 |
Repayments under term loan | 0 | |
Deferred loan costs | 0 | 0 |
Proceeds from issuance of common units, net | 0 | |
Contribution from general partner | 0 | |
Cash advance from Summit Investments to contributed subsidiaries, net | 0 | 21,719 |
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 0 | 3,447 |
Other, net | 0 | 0 |
Advances from affiliates | 0 | 0 |
Net cash provided by financing activities | 0 | 25,166 |
Net change in cash and cash equivalents | (4,579) | 2,645 |
Cash and cash equivalents, beginning of period | 6,930 | 7,353 |
Cash and cash equivalents, end of period | 2,351 | 9,998 |
Non-guarantor subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 39,832 | 8,544 |
Cash flows from investing activities: | ||
Capital expenditures | (60,115) | (70,562) |
Contributions to equity method investees | (15,645) | (64,396) |
Acquisitions of gathering systems from affiliate, net of acquired cash | 0 | 0 |
Advances to affiliates | 0 | 0 |
Other, net | 0 | 0 |
Net cash used in investing activities | (75,760) | (134,958) |
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | 0 |
Borrowings under revolving credit facility | 0 | 0 |
Repayments under revolving credit facility | 0 | 0 |
Repayments under term loan | 0 | |
Deferred loan costs | 0 | 0 |
Proceeds from issuance of common units, net | 0 | |
Contribution from general partner | 0 | |
Cash advance from Summit Investments to contributed subsidiaries, net | 24,214 | 122,580 |
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 1,791 | 2,551 |
Other, net | (4) | 0 |
Advances from affiliates | 8,978 | 1,012 |
Net cash provided by financing activities | 34,979 | 126,143 |
Net change in cash and cash equivalents | (949) | (271) |
Cash and cash equivalents, beginning of period | 2,383 | 1,306 |
Cash and cash equivalents, end of period | 1,434 | 1,035 |
Consolidating adjustments | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Capital expenditures | 0 | 0 |
Contributions to equity method investees | 0 | 0 |
Acquisitions of gathering systems from affiliate, net of acquired cash | 0 | 0 |
Advances to affiliates | 459,733 | 137,596 |
Other, net | 0 | 0 |
Net cash used in investing activities | 459,733 | 137,596 |
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | 0 |
Borrowings under revolving credit facility | 0 | 0 |
Repayments under revolving credit facility | 0 | 0 |
Repayments under term loan | 0 | |
Deferred loan costs | 0 | 0 |
Proceeds from issuance of common units, net | 0 | |
Contribution from general partner | 0 | |
Cash advance from Summit Investments to contributed subsidiaries, net | 0 | 0 |
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 0 | 0 |
Other, net | 0 | 0 |
Advances from affiliates | (459,733) | (137,596) |
Net cash provided by financing activities | (459,733) | (137,596) |
Net change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | $ 0 | $ 0 |