Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35666 | |
Entity Registrant Name | Summit Midstream Partners, LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-5200503 | |
Entity Address, Address Line One | 910 Louisiana Street | |
Entity Address, Address Line Two | Suite 4200 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77002 | |
City Area Code | 832 | |
Local Phone Number | 413-4770 | |
Title of 12(b) Security | Common Units | |
Trading Symbol | SMLP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,744,926 | |
Entity Central Index Key | 0001549922 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 7,211 | $ 15,544 |
Restricted cash | 314 | 0 |
Accounts receivable, net | 61,233 | 61,932 |
Other current assets | 11,090 | 4,623 |
Total current assets | 79,848 | 82,099 |
Property, plant and equipment, net | 1,768,897 | 1,817,546 |
Intangible assets, net | 186,525 | 199,566 |
Investment in equity method investees | 433,440 | 392,740 |
Other noncurrent assets | 5,335 | 7,866 |
TOTAL ASSETS | 2,474,045 | 2,499,817 |
LIABILITIES AND CAPITAL | ||
Trade accounts payable | 14,824 | 11,878 |
Accrued expenses | 10,092 | 13,036 |
Deferred revenue | 10,593 | 9,988 |
Ad valorem taxes payable | 5,395 | 9,086 |
Accrued compensation and employee benefits | 5,847 | 9,658 |
Accrued interest | 8,007 | 8,007 |
Accrued environmental remediation | 1,959 | 1,392 |
Current portion of long-term debt | 762,000 | 0 |
Other current liabilities | 28,209 | 5,363 |
Total current liabilities | 846,926 | 68,408 |
Long-term debt, excluding current portion | 539,099 | 1,347,326 |
Noncurrent deferred revenue | 44,857 | 48,250 |
Noncurrent accrued environmental remediation | 1,192 | 1,537 |
Other noncurrent liabilities | 38,994 | 21,747 |
Total liabilities | 1,471,068 | 1,487,268 |
Commitments and contingencies (Note 13) | ||
Mezzanine Capital | ||
Subsidiary Series A Preferred Units (88,321 and 85,308 units issued and outstanding at June 30, 2021 and December 31, 2020, respectively) | 97,679 | 89,658 |
Partners' Capital | ||
Series A Preferred Units (143,447 and 162,109 units issued and outstanding at June 30, 2021 and December 31, 2020, respectively) | 161,907 | 174,425 |
Common limited partner capital (6,744,926 and 6,110,092 units issued and outstanding at June 30, 2021 and December 31, 2020, respectively) | 743,391 | 748,466 |
Total partners' capital | 905,298 | 922,891 |
TOTAL LIABILITIES AND CAPITAL | $ 2,474,045 | $ 2,499,817 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Subsidiary Series A preferred unitholders, issued (in shares) | 88,321 | 85,308 |
Preferred units, outstanding (in shares) | 88,321 | 85,308 |
Partners' Capital | ||
Common limited partner capital (in shares), issued | 6,744,926 | 6,110,092 |
Common limited partner capital (in shares), outstanding | 6,744,926 | 6,110,092 |
Series A Preferred Units | ||
Subsidiary Series A preferred unitholders, issued (in shares) | 143,447 | 162,109 |
Preferred units, outstanding (in shares) | 143,447 | 162,109 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Total revenues | $ 100,041 | $ 92,007 | $ 199,359 | $ 196,910 |
Costs and expenses: | ||||
Type of Cost, Good or Service [Extensible List] | srt:NaturalGasLiquidsReservesMember | |||
Cost of natural gas and NGLs | 16,626 | 6,088 | $ 37,102 | 14,313 |
Operation and maintenance | 17,507 | 21,152 | 34,100 | 42,963 |
General and administrative | 29,360 | 12,786 | 39,938 | 29,347 |
Depreciation and amortization | 28,364 | 29,630 | 56,875 | 59,296 |
Transaction costs | 450 | 1,207 | 217 | 1,218 |
Gain on asset sales, net | (4) | (281) | (140) | (166) |
Long-lived asset impairments | 33 | 654 | 1,525 | 4,475 |
Total costs and expenses | 92,336 | 71,236 | 169,617 | 151,446 |
Other income (expense), net | (2,334) | 276 | (2,284) | (151) |
Loss on ECP Warrants | (12,159) | 0 | (13,634) | 0 |
Interest expense | (15,502) | (21,990) | (29,455) | (45,818) |
Gain on early extinguishment of debt | 0 | 54,235 | 0 | 54,235 |
Income (loss) before income taxes and equity method investment income | (22,290) | 53,292 | (15,631) | 53,730 |
Income tax benefit | 248 | 389 | 262 | 402 |
Income from equity method investees | 2,304 | 3,040 | 4,619 | 6,351 |
Net income (loss) | (19,738) | 56,721 | (10,750) | 60,483 |
Add: deemed contribution from 2021 Preferred Exchange Offer | 8,326 | 0 | 8,326 | 0 |
Net loss attributable to noncontrolling interest | 0 | 1,393 | 0 | 3,274 |
Net income (loss) attributable to Summit Midstream Partners, LP | $ (23,827) | $ 56,717 | $ (18,771) | $ 61,415 |
Net income (loss) per limited partner unit: | ||||
Common unit - basic (in dollars per share) | $ (2.91) | $ 16.66 | $ (2.91) | $ 15.73 |
Common unit - diluted (in dollars per share) | $ (2.91) | $ 15.92 | $ (2.91) | $ 15.27 |
Series A Preferred Units | ||||
Costs and expenses: | ||||
Net income (loss) attributable to limited partners | $ (3,849) | $ (7,125) | $ (8,136) | $ (14,250) |
Series A Preferred Units | Subsidiary | ||||
Costs and expenses: | ||||
Net income (loss) attributable to limited partners | (4,089) | (1,397) | (8,021) | (2,342) |
Common Units | ||||
Costs and expenses: | ||||
Net income (loss) attributable to limited partners | $ (19,350) | $ 49,592 | $ (18,581) | $ 47,165 |
Weighted-average limited partner units outstanding: | ||||
Common units - basic (in shares) | 6,656,000 | 2,977,000 | 6,392,000 | 2,999,000 |
Common units - diluted (in shares) | 6,656,000 | 3,116,000 | 6,392,000 | 3,088,000 |
Gathering services and related fees | ||||
Revenues: | ||||
Total revenues | $ 74,233 | $ 73,911 | $ 144,580 | $ 157,703 |
Natural gas, NGLs and condensate sales | ||||
Revenues: | ||||
Total revenues | 16,416 | 10,683 | 37,180 | 24,463 |
Other revenues | ||||
Revenues: | ||||
Total revenues | $ 9,392 | $ 7,413 | $ 17,599 | $ 14,744 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Series A Preferred StockNoncontrolling Interest | Common Noncontrolling InterestNoncontrolling Interest | Partners' Capital | Partners' CapitalSeries A Preferred Stock |
Beginning balance at Dec. 31, 2019 | $ 785,236 | $ 293,616 | $ 186,070 | $ 305,550 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 2,817 | 7,125 | (1,881) | (2,427) | |
Net cash distributions to SMLP unitholders | (6,037) | (6,037) | |||
Unit-based compensation | 2,723 | 2,723 | |||
Effect of common unit issuances under SMLP LTIP | 0 | 2,322 | (2,322) | ||
Tax withholdings and associated payments on vested SMLP LTIP awards | (984) | (984) | |||
Ending balance at Mar. 31, 2020 | 783,755 | 300,741 | 182,213 | 300,801 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 55,324 | 4,750 | (1,393) | 49,592 | 2,375 |
Unit-based compensation | 1,846 | 1,331 | 515 | ||
Tax withholdings and associated payments on vested SMLP LTIP awards | (62) | (34) | (28) | ||
GP Buy-In Transaction assumption of noncontrolling interest in SMLP | 0 | (305,491) | (182,117) | 182,117 | 305,491 |
Repurchase of common units under GP Buy-In Transaction | (44,078) | (44,078) | |||
Other | (61) | (61) | |||
Ending balance at Jun. 30, 2020 | 796,724 | 0 | 0 | 488,858 | 307,866 |
Beginning balance at Dec. 31, 2020 | 922,891 | 0 | 0 | 748,466 | 174,425 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 5,056 | 769 | 4,287 | ||
Unit-based compensation | 1,967 | 1,967 | |||
Tax withholdings and associated payments on vested SMLP LTIP awards | (1,274) | (1,274) | |||
Ending balance at Mar. 31, 2021 | 928,640 | 0 | 0 | 749,928 | 178,712 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (23,827) | (27,676) | 3,849 | ||
Unit-based compensation | 1,048 | 1,048 | |||
Tax withholdings and associated payments on vested SMLP LTIP awards | (98) | (98) | |||
Tax withholdings on 2021 Preferred Exchange Offer | (465) | (465) | |||
Effect of 2021 Preferred Exchange Offer, inclusive of an $8.3 million deemed contribution to common unit holders (Note 9) | 0 | 20,654 | (20,654) | ||
Ending balance at Jun. 30, 2021 | $ 905,298 | $ 0 | $ 0 | $ 743,391 | $ 161,907 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Partners' Capital [Abstract] | ||||
Deemed contribution to common unit holders | $ 8,326 | $ 0 | $ 8,326 | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (10,750) | $ 60,483 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 57,344 | 59,766 |
Noncash lease expense | 519 | 1,557 |
Amortization of debt issuance costs | 3,447 | 3,136 |
Unit-based and noncash compensation | 3,015 | 4,569 |
Income from equity method investees | (4,619) | (6,351) |
Distributions from equity method investees | 13,116 | 12,749 |
Gain on asset sales, net | (140) | (166) |
Loss on ECP Warrants | 13,634 | 0 |
Unsettled loss on interest rate swaps | 2,692 | 0 |
Gain on extinguishment of debt | 0 | (54,235) |
Long-lived asset impairments | 1,525 | 4,475 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,993) | 20,219 |
Trade accounts payable | 2,989 | 1,411 |
Accrued expenses | (3,127) | (8) |
Deferred revenue, net | (2,787) | 5,500 |
Ad valorem taxes payable | (3,691) | (2,170) |
Accrued interest | 0 | (609) |
Accrued environmental remediation, net | (512) | (545) |
Other, net | 15,555 | (4,410) |
Net cash provided by operating activities | 86,217 | 105,371 |
Cash flows from investing activities: | ||
Capital expenditures | (5,962) | (27,426) |
Proceeds from asset sale | 8,000 | 0 |
Investment in Double E equity method investee | (48,943) | (79,728) |
Other, net | 0 | 217 |
Net cash used in investing activities | (46,905) | (106,937) |
Cash flows from financing activities: | ||
Net cash distributions to noncontrolling interest SMLP unitholders | 0 | (6,037) |
Borrowings under Revolving Credit Facility | 53,500 | 90,000 |
Repayments on Revolving Credit Facility | (95,000) | (34,000) |
Repayments on SMPH Term Loan | 0 | (6,300) |
Repurchase of Senior Notes | 0 | (76,707) |
Proceeds from issuance of Subsidiary Series A preferred units, net of issuance costs | 0 | 48,710 |
Borrowings under ECP Loans | 0 | 35,000 |
Purchase of common units in GP Buy-In Transaction | 0 | (41,778) |
Debt issuance costs | (5,179) | (1,080) |
Proceeds from asset sale | 260 | 288 |
Other, net | (912) | (1,833) |
Net cash provided by (used in) financing activities | (47,331) | 6,263 |
Net change in cash, cash equivalents and restricted cash | (8,019) | 4,697 |
Cash, cash equivalents and restricted cash, beginning of period | 15,544 | 36,922 |
Cash, cash equivalents and restricted cash, end of period | $ 7,525 | $ 41,619 |
ORGANIZATION, BUSINESS OPERATIO
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 1. ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION Organization. Summit Midstream Partners, LP (including its subsidiaries, collectively “SMLP” or the “Partnership”) is a Delaware limited partnership that was formed in May 2012 and began operations in October 2012. SMLP is a value-oriented limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins, primarily shale formations, in the continental United States. The Partnership’s business activities are primarily conducted through various operating subsidiaries, each of which is owned or controlled by its wholly owned subsidiary holding company, Summit Holdings, a Delaware limited liability company. GP Buy-In Transaction. On May 28, 2020, the Partnership closed the transactions contemplated by the Purchase Agreement (the “Purchase Agreement”), dated May 3, 2020, with affiliates of its sponsor at that time, Energy Capital Partners II, LLC (“ECP”), to acquire Summit Investments, the parent company of the General Partner. The acquisition of Summit Investments resulted in the Partnership acquiring (a) 2.3 million SMLP common units (34.6 million SMLP common units prior to the Partnership’s 1-for-15 reverse unit split of its common units, effective November 9, 2020 (the “Reverse Unit Split”)) that were pledged as collateral under the SMPH Term Loan, (b) 0.7 million SMLP common units (10.7 million SMLP common units prior to the Reverse Unit Split) that were not pledged as collateral under the SMPH Term Loan and (c) a deferred purchase price obligation receivable owed by the Partnership. In addition, the Partnership acquired 0.4 million SMLP common units held by an affiliate of ECP (5.7 million SMLP common units prior to the Reverse Unit Split). The total purchase price was $35.0 million in cash and warrants giving ECP the right to purchase up to 0.7 million SMLP common units (10.0 million SMLP common units prior to the Reverse Unit Split) (refer to Note 9 – Partners’ Capital and Mezzanine Capital for additional details). Pursuant to the Purchase Agreement, the Partnership assumed the liabilities stemming from the release of produced water from a produced water pipeline operated by Meadowlark Midstream, a subsidiary of the Partnership, that occurred near Williston, North Dakota and was discovered on January 6, 2015. These transactions are collectively referred to as the “GP Buy-In Transaction.” As a result of the GP Buy-In Transaction, the Partnership indirectly owns its General Partner. Following the closing of the GP Buy-In Transaction, the Partnership retired 1.1 million SMLP common units (16.6 million common units prior to the Reverse Unit Split) it acquired that were not pledged as collateral under the SMPH Term Loan. On November 17, 2020, the Partnership issued the 2.3 million SMLP common units (34.6 million common units prior to the Reverse Unit Split) that were pledged as collateral under the SMPH Term Loan as partial consideration for a consensual debt discharge and restructuring (the “TL Restructuring”) of its SMP Holdings’ $155.2 million term loan (“SMPH Term Loan”). SMP Holdings is a wholly-owned subsidiary of Summit Investments. Under GAAP, the GP Buy-In Transaction was deemed a transaction among entities under common control with a change in reporting entity. Although SMLP is the surviving entity for legal purposes, Summit Investments is the surviving entity for accounting purposes; therefore, the historical financial results included herein, prior to the GP Buy-In Transaction are those of Summit Investments. Prior to the GP Buy-In Transaction, Summit Investments controlled SMLP and SMLP’s financial statements were consolidated into Summit Investments. Business Operations. The Partnership provides natural gas gathering, compression, treating and processing services as well as crude oil and produced water gathering services pursuant to primarily long-term, fee-based agreements with its customers. The Partnership’s results are primarily driven by the volumes of natural gas that it gathers, compresses, treats and/or processes as well as by the volumes of crude oil and produced water that it gathers. Other than the Partnership’s investments in Double E and Ohio Gathering, all of its business activities are conducted through wholly owned operating subsidiaries. Presentation and Consolidation. The Partnership prepares its condensed consolidated financial statements in accordance with GAAP as established by the FASB and pursuant to the rules and regulations of the SEC pertaining to interim financial information. The condensed consolidated financial statements contained in this report include all normal and recurring material adjustments that, in the opinion of management, are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented herein. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and related notes that are included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2020. The Partnership makes estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates, including fair value measurements, the reported amounts of revenues and expenses and the disclosure of commitments and contingencies. Although management believes these estimates are reasonable, actual results could differ from its estimates. The condensed consolidated financial statements contained in this report include the assets, liabilities and results of operations of SMLP and its subsidiaries. All intercompany transactions among the consolidated entities have been eliminated in consolidation. Comprehensive income or loss is the same as net income or loss for all periods presented. Risks and Uncertainties. The Partnership continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business, including how it has impacted and will impact its customers, employees, supply chain and distribution network. The Partnership is unable to predict the ultimate impact that COVID-19 may have on its business, future results of operations, financial position or cash flows. Given the dynamic nature of the COVID-19 pandemic and related market conditions, the Partnership cannot reasonably estimate the period of time that these events will persist or the full extent of the impact they will have on its business. The full extent to which the Partnership’s operations may be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including changes in the severity of the pandemic, countermeasures taken by governments, businesses and individuals to slow the spread of the pandemic, and the development and availability of treatments and vaccines and the extent to which these treatments and vaccines may remain effective as potential new strains of the coronavirus emerge. Furthermore, the impacts of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown. Going Concern Assessment. The accompanying unaudited condensed consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Partnership’s wholly owned subsidiary, Summit Holdings, has a senior secured revolving credit facility due May 13, 2022 (the “Revolving Credit Facility”). As a result of this maturity date being within 12 months after the date that these financial statements were issued, the amounts due on the Revolving Credit Facility have been included in the Partnership’s going concern assessment. A lack of sufficient available liquidity to repay the Revolving Credit Facility balance at maturity, which would be a nonpayment event that would also cause a cross-default under the Partnership's other outstanding indebtedness, over the next 12 months has raised substantial doubt about the Partnership’s ability to continue as a going concern. The Partnership is in the process of arranging new financing, which may include a new 4.5-year asset-based revolving credit facility (the “ABL Revolver”) that is expected to (i) have a borrowing capacity of $400.0 million to $500.0 million and (ii) conditioned on the successful arrangement of a $700.0 million to $750.0 million offering of high yield notes (the “High Yield Notes Offering”). The ABL Revolver and the High Yield Notes Offering are expected to close concurrently prior to September 30, 2021, and collectively, the proceeds will be used to refinance the Revolving Credit Facility and redeem the senior unsecured notes due August 15, 2022 (the "2022 Senior Notes") of Summit Holdings and Finance Corp., another of the Partnership's wholly-owned subsidiaries. There is no assurance that additional financing will be available when needed or that the Partnership will be able to obtain financing on acceptable terms. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP Except for the below, there have been no changes to the Partnership’s significant accounting policies since December 31, 2020. Cash, Cash Equivalents and Restricted Cash. The Partnership considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash that is held by a major bank and has restrictions on its availability to the Partnership is classified as restricted cash. The restricted cash balance of $0.3 million at June 30, 2021 is related to proceeds from the Permian Transmission Credit Facility, which is available to finance Permian Transmission’s capital calls associated with its investment in Double E, for debt service or other general corporate purposes. See Note 7 - Debt for additional information. Interest Rate Swaps. Interest rate swap agreements are reported as either assets or liabilities on the consolidated balance sheet at fair value. Interest rate swap agreements are not designated as cash-flow hedges, and accordingly, the changes in the fair value are recorded in earnings. The Partnership does not use interest rate swap agreements for speculative purposes. New a ccounting standards recently implemented . ASU No. 2018-13 Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 updates the disclosure requirements on fair value measurements including new disclosures for the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 modifies existing disclosures including clarifying the measurement uncertainty disclosure. ASU 2018-13 removes certain existing disclosure requirements including the amount and reasons for transfers between Level 1 and Level 2 fair value measurements and the policy for the timing of transfer between levels. The adoption of ASU 2018-13 on January 1, 2020 did not have a material impact on the Partnership’s consolidated financial statements or disclosures. ASU No. 2016-13 Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 requires the use of a current expected loss model for financial assets measured at amortized cost and certain off-balance sheet credit exposures. Under this model, entities will be required to estimate the lifetime expected credit losses on such instruments based on historical experience, current conditions, and reasonable and supportable forecasts. This amended guidance also expands the disclosure requirements to enable users of financial statements to understand an entity’s assumptions, models and methods for estimating expected credit losses. The changes are effective for annual and interim periods beginning after December 15, 2019, and amendments should be applied using a modified retrospective approach. The adoption of ASU 2016-13 on January 1, 2020 did not have a material impact on the Partnership’s consolidated financial statements or disclosures. New accounting standards not yet implemented. ASU No. 2020-6 Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-6”). ASU 2020-6 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Partnership is currently evaluating the provisions of ASU 2020-6 to determine its impact on the Partnership’s consolidated financial statements and disclosures. ASU No. 2020-4 Reference Rate Reform (“ASU 2020-4”). ASU 2020-4 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform on financial reporting. The amendments in ASU 2020-4 are effective as of March 12, 2020 through December 31, 2022. The Partnership is currently evaluating the provisions of ASU 2020-4 to determine its impact on the Partnership’s consolidated financial statements and disclosures. |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 3. REVENUE Performance obligations. The following table presents estimated revenue expected to be recognized during the remainder of 2021 and over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated minimum volume commitments. 2021 2022 2023 2024 2025 Thereafter Gathering services and related fees $ 46,183 $ 80,064 $ 62,179 $ 51,645 $ 35,200 $ 21,433 Revenue by Category. In the following table, revenue is disaggregated by geographic area and major products and services. For more detailed information about reportable segments, see Note 15 – Segment Information. Three Months Ended June 30, 2021 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (in thousands) Reportable Segments: Utica Shale $ 11,349 $ — $ — $ 11,349 Williston Basin 12,516 8,201 4,242 24,959 DJ Basin 5,891 305 1,856 8,052 Permian Basin 2,262 6,875 121 9,258 Piceance Basin 25,527 1,025 1,233 27,785 Barnett Shale 10,076 10 1,012 11,098 Marcellus Shale 6,612 — — 6,612 Total reportable segments 74,233 16,416 8,464 99,113 Corporate and Other — — 928 928 Total $ 74,233 $ 16,416 $ 9,392 $ 100,041 Six Months Ended June 30, 2021 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (in thousands) Reportable Segments: Utica Shale $ 19,920 $ — $ — $ 19,920 Williston Basin 25,149 20,428 8,749 54,326 DJ Basin 12,154 415 2,560 15,129 Permian Basin 4,461 13,393 237 18,091 Piceance Basin 50,311 2,878 2,409 55,598 Barnett Shale 19,772 66 2,072 21,910 Marcellus Shale 12,813 — — 12,813 Total reportable segments 144,580 37,180 16,027 197,787 Corporate and Other — — 1,572 1,572 Total $ 144,580 $ 37,180 $ 17,599 $ 199,359 Three Months Ended June 30, 2020 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (in thousands) Reportable Segments: Utica Shale $ 11,538 $ — $ — $ 11,538 Williston Basin 12,407 3,131 2,776 18,314 DJ Basin 5,228 71 993 6,292 Permian Basin 2,711 4,222 126 7,059 Piceance Basin 26,222 401 1,096 27,719 Barnett Shale 9,877 2,858 1,778 14,513 Marcellus Shale 5,928 — — 5,928 Total reportable segments 73,911 10,683 6,769 91,363 Corporate and Other — — 644 644 Total $ 73,911 $ 10,683 $ 7,413 $ 92,007 Six Months Ended June 30, 2020 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (in thousands) Reportable Segments: Utica Shale $ 18,500 $ — $ — $ 18,500 Williston Basin 36,204 7,455 5,918 49,577 DJ Basin 12,083 141 2,027 14,251 Permian Basin 5,022 8,734 313 14,069 Piceance Basin 53,411 1,404 2,161 56,976 Barnett Shale 20,320 6,729 3,038 30,087 Marcellus Shale 12,163 — — 12,163 Total reportable segments 157,703 24,463 13,457 195,623 Corporate and Other — — 1,287 1,287 Total $ 157,703 $ 24,463 $ 14,744 $ 196,910 Contract balances. Contract assets relate to the Partnership’s rights to consideration for work completed but not billed at the reporting date and consist of the estimated MVC shortfall payments expected from its customers and unbilled activity associated with contributions in aid of construction. Contract assets are transferred to trade receivables when the rights become unconditional. The following table provides information about contract assets from contracts with customers: 2021 (In thousands) Contract assets, January 1, $ 2,026 Additions 4,985 Transfers out (973) Contract assets, June 30, $ 6,038 As of June 30, 2021, receivables with customers totaled $54.3 million and contract assets totaled $6.0 million and were included in the accounts receivable caption on the unaudited condensed consolidated balance sheets. As of December 31, 2020, receivables with customers totaled $57.5 million and contract assets totaled $2.0 million which were included in the accounts receivable caption on the unaudited condensed consolidated balance sheets. Contract liabilities (deferred revenue) relate to the advance consideration received from customers primarily for contributions in aid of construction. The Partnership recognizes contract liabilities under these arrangements in revenue over the contract period. For the three months ended June 30, 2021 and 2020, the Partnership recognized $2.1 million and $2.3 million of gathering services and related fees, respectively, which were included in the contract liability balance as of the beginning of the period. For the six months ended June 30, 2021 and 2020, the Partnership recognized $3.3 million and $4.7 million of gathering services and related fees, respectively, which were included in the contract liability balance as of the beginning of the period. See Note 6 – Deferred Revenue for additional details. |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | 4. PROPERTY, PLANT AND EQUIPMENT Details of the Partnership’s property, plant and equipment follows. June 30, 2021 December 31, 2020 (In thousands) Gathering and processing systems and related equipment $ 2,221,834 $ 2,213,501 Construction in progress 45,780 60,443 Land and line fill 10,440 10,440 Other 59,683 61,340 Total 2,337,737 2,345,724 Less: accumulated depreciation (568,840) (528,178) Property, plant and equipment, net $ 1,768,897 $ 1,817,546 Depreciation expense and capitalized interest for the Partnership follows. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) Depreciation expense $ 21,318 $ 21,664 $ 42,784 $ 43,362 Capitalized interest 149 328 324 820 |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | 5. EQUITY METHOD INVESTMENTS Double E. The Partnership is responsible for leading the development, permitting and construction of the Double E Project. During the six month periods ended June 30, 2021 and 2020, the Partnership made cash investments of $48.9 million and $79.7 million, respectively, in the Double E Project which included $1.6 million and $0.3 million of capitalized interest respectively. Other than the investment activity noted above, Double E did not have any results of operations for the six months ended June 30, 2021, given that the Double E Project is currently under development. Ohio Gathering. As of June 30, 2021 and December 31, 2020, the Partnership’s ownership interest in Ohio Gathering was 38.0% and 38.2%, respectively. A reconciliation of the difference between the carrying amount of the Partnership’s interest in Ohio Gathering and the Partnership’s underlying investment per Ohio Gathering's books and records is provided in the table below as of June 30, 2021. 2021 (In thousands) Investment in Ohio Gathering, June 30, $ 252,537 June cash distributions 2,314 Basis difference 212,259 Investment in Ohio Gathering (Books and records), May 30, $ 467,110 |
DEFERRED REVENUE
DEFERRED REVENUE | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE | 6. DEFERRED REVENUE Certain of the Partnership’s gathering and/or processing agreements provide for monthly or annual MVCs. The amount of the shortfall payment is based on the difference between the actual throughput volume shipped and/or processed for the applicable period and the MVC for the applicable period, multiplied by the applicable gathering or processing fee. Many of the Partnership’s gas gathering agreements contain provisions that can reduce or delay the cash flows that it expects to receive from MVCs to the extent that a customer's actual throughput volumes are above or below its MVC for the applicable contracted measurement period. A rollforward of current deferred revenue follows. Total (In thousands) Current deferred revenue, January 1, 2021 $ 9,988 Add: additions 4,074 Less: revenue recognized (3,469) Current deferred revenue, June 30, 2021 $ 10,593 A rollforward of noncurrent deferred revenue follows. Total (In thousands) Noncurrent deferred revenue, January 1, 2021 $ 48,250 Add: additions 667 Less: reclassification to current deferred revenue (4,060) Noncurrent deferred revenue, June 30, 2021 $ 44,857 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | 7. DEBT Debt for the Partnership at June 30, 2021 and December 31, 2020, follows: June 30, 2021 December 31, 2020 (In thousands) Revolving Credit Facility : Summit Holdings' variable rate senior secured revolving credit facility due May 13, 2022 $ 762,000 $ 857,000 Permian Transmission Credit Facility : Permian Transmission's variable rate senior secured credit facility due March 8, 2028 53,500 — Less: unamortized debt issuance costs (5,128) — 2022 Senior Notes : Summit Holdings' 5.5% senior unsecured notes due August 15, 2022 234,047 234,047 Less: unamortized debt issuance costs (630) (859) 2025 Senior Notes : Summit Holdings' 5.75% senior unsecured notes due April 15, 2025 259,463 259,463 Less: unamortized debt issuance costs (2,153) (2,325) Total debt 1,301,099 1,347,326 Less current maturities of: Revolving Credit Facility 762,000 — Total long-term debt $ 539,099 $ 1,347,326 Revolving Credit Facility. The Partnership’s wholly owned subsidiary, Summit Holdings, has a Revolving Credit Facility which allows for revolving loans, letters of credit and swingline loans. The Revolving Credit Facility has $1.1 billion of borrowing capacity and matures on May 13, 2022. At June 30, 2021, the applicable margin under LIBOR borrowings was 3.25%, the interest rate was 3.36% and the unused portion of the Revolving Credit Facility totaled $314.9 million, subject to a commitment fee of 0.50%, after giving effect to the issuance of $23.1 million in outstanding but undrawn irrevocable standby letters of credit. Based on covenant limits, the Partnership’s available borrowing capacity under the Revolving Credit Facility as of June 30, 2021 was approximately $137.6 million. The Revolving Credit Facility includes three financial performance covenants which require Summit Holdings to maintain (i) a ratio of consolidated trailing 12-month earnings before interest, income taxes, depreciation and amortization (“EBITDA”) to net interest expense of not less than 2.50 to 1.00, as defined in the credit agreement, (ii) a ratio of total net indebtedness to consolidated trailing 12-month EBITDA of not more than 5.75 to 1.00 and (iii) a ratio of first lien net indebtedness to consolidated trailing 12-month EBITDA of not more than 3.50 to 1.00. As of and during the six months ended June 30, 2021, the Partnership was in compliance with the Revolving Credit Facility's financial covenants, including the financial performance covenants, and there were no defaults or events of default. Permian Transmission Credit Facility. On March 8, 2021 (the “Closing Date”), the Partnership’s unrestricted subsidiary, Permian Transmission, entered into a Credit Agreement which allows for $175.0 million of senior secured credit facilities (the “Permian Transmission Credit Facilities”), including a $160.0 million Term Loan Facility and a $15.0 million Working Capital Facility. The Permian Transmission Credit Facilities can be used to finance Permian Transmission’s capital calls associated with its investment in Double E, debt service and other general corporate purposes. Unexpended proceeds from draws on the Permian Transmission Credit Facilities are classified as restricted cash on the accompanying unaudited condensed consolidated balance sheets. As of June 30, 2021, the applicable margin under Adjusted LIBOR borrowings was 2.375%, the interest rate was 2.5% and the unused portion of the Permian Transmission Credit Facilities totaled $121.5 million, subject to a commitment fee of 0.70% as of June 30, 2021. Based on covenant limits, the Partnership’s available borrowing capacity under the Permian Transmission Credit Facilities, as of June 30, 2021, was approximately $119.5 million. As of and during the period from the Closing Date to June 30, 2021, the Partnership was in compliance with the Permian Transmission Credit Facilities financial covenants. There were no defaults or events of default during the period from the Closing Date to June 30, 2021. 2022 Senior Notes. The 2022 Senior Notes are senior, unsecured obligations and rank equally in right of payment with all of our existing and future senior, unsecured obligations. The 2022 Senior Notes are effectively subordinated in right of payment to all secured indebtedness, to the extent of the collateral securing such indebtedness. Summit Holdings and Finance Corp., the co-issuers of the 2022 Senior Notes (the “Co-Issuers”) may redeem all or part of the 2022 Senior Notes at a redemption price of 100.00%, plus accrued and unpaid interest, if any. Debt issuance costs of $5.1 million are being amortized over the life of the 2022 Senior Notes. As of and during the six month period ended June 30, 2021, that Partnership was in compliance with the financial covenants governing its 2022 Senior Notes. 2025 Senior Notes. The 2025 Senior Notes are senior, unsecured obligations and rank equally in right of payment with all of the Partnership’s existing and future senior unsecured obligations. The 2025 Senior Notes are effectively subordinated in right of payment to all of the Partnership’s secured indebtedness, to the extent of the collateral securing such indebtedness. As of June 30, 2021, the Co-Issuers have the right to redeem all or part of the 2025 Senior Notes at a redemption price of 102.875% (with the redemption price declining ratably each year to 100.000% on April 15, 2023), plus accrued and unpaid interest, if any, to, but not including the redemption date. Debt issuance costs of $7.7 million are being amortized over the life of the 2025 Senior Notes. As of and during the six month period ended June 30, 2021, that Partnership was in compliance with the financial covenants governing its 2025 Senior Notes. Gain on Extinguishment of Debt. The Partnership had less than $0.1 million of gain on extinguishment of debt for the six months ended June 30, 2021. The Partnership recognized a $54.2 million gain on extinguishment of debt during the six months ended June 30, 2020, as the result of open market repurchases of its Senior Notes. Open Market Repurchases During the Six Months Ended June 30, 2020 Total 2022 2025 Senior Notes Senior Notes Gain on repurchases of Senior Notes $ 9,300 $ 46,003 $ 55,303 Debt issue costs (117) (951) (1,068) Gain on extinguishment $ 9,183 $ 45,052 $ 54,235 |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | 8. FINANCIAL INSTRUMENTS Fair Value. A summary of the estimated fair value of our financial instruments follows. June 30, 2021 December 31, 2020 Carrying Estimated Carrying Estimated (In thousands) 2022 Senior Notes $ 233,417 $ 229,171 $ 233,188 $ 215,713 2025 Senior Notes 257,310 237,625 257,138 168,002 The balance sheet carrying values for the Revolving Credit Facility and the Permian Transmission Credit Facility represent fair value due to their floating interest rates. The fair value for the Senior Notes is based on an average of nonbinding broker quotes as of June 30, 2021 and December 31, 2020. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value of the Senior Notes. Interest Rate Swaps. In connection with the Permian Transmission Credit Facility, the Partnership entered into $161.5 million of notional amount interest rate swaps to manage its exposure to variability in expected cash flows attributable to interest rate risk. Interest rate swaps convert a portion of the Partnership’s variable rate debt to fixed rate debt. The Partnership chooses counterparties for its derivative instruments that it believes are creditworthy at the time the transactions are entered into, and the Partnership actively monitors the creditworthiness where applicable. However, there can be no assurance that a counterparty will be able to meet its obligations to the Partnership. The Partnership presents its derivative positions on a gross basis and does not net the asset and liability positions. As of June 30, 2021, the Partnership’s interest rate swap agreements had a fair value of $2.7 million and are recorded within other current liabilities and other noncurrent liabilities within the unaudited condensed consolidated balance sheets. |
PARTNERS' CAPITAL AND MEZZANINE
PARTNERS' CAPITAL AND MEZZANINE CAPITAL | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
PARTNERS' CAPITAL AND MEZZANINE CAPITAL | 9. PARTNERS' CAPITAL AND MEZZANINE CAPITAL Common Units. A rollforward of the number of issued and outstanding common limited partner units follows for the period from December 31, 2020 to June 30, 2021. Common Units Units, December 31, 2020 6,110,092 2021 Preferred Exchange Offer, net of shares withheld for taxes 538,715 Common units issued for SMLP LTIP, net 96,119 Units, June 30, 2021 6,744,926 Series A Preferred Units. In 2017, the Partnership issued 300,000 Series A Preferred Units at a price to the public of $1,000 per unit. As of June 30, 2021, the Partnership had 143,447 Series A Preferred Units outstanding and $22.1 million of accrued and unpaid distributions on its Series A Preferred Units. Series A Preferred Unit Exchange Offer. In April 2020, the Partnership completed an offer to exchange its Series A Preferred Units for newly issued common units, whereby it issued 538,715 SMLP common units, net of units withheld for withholding taxes, in exchange for 18,662 Series A Preferred Units. Subsidiary Series A Preferred Units. The Partnership records its Subsidiary Series A Preferred Units at fair value upon issuance, net of issuance costs, and subsequently records an effective interest method accretion amount each reporting period to accrete the carrying value to a most probable redemption value that is based on a predetermined internal rate of return measure. If the Partnership elects to make payment-in-kind (“PIK”) distributions to holders of its Subsidiary Series A Preferred Units, these PIK distributions increase the liquidation preference on each Subsidiary Series A Preferred Unit. Net Income (Loss) attributable to common limited partners includes adjustments for PIK distributions and redemption accretion. During the six months ended June 30, 2021, the Partnership elected to make PIK distributions and issued 3,013 Subsidiary Series A Preferred Units to the holders of its Subsidiary Series A Preferred Units. As of June 30, 2021, the Partnership has 88,321 Subsidiary Series A Preferred Units issued and outstanding. If the Subsidiary Series A Preferred Units were redeemed on June 30, 2021, the redemption amount would be $110.4 million when considering the applicable multiple of invested capital metric and make-whole amount provisions contained in the Subsidiary Series A Preferred Unit agreement. The following table shows the change in our Subsidiary Series A Preferred Unit balance from January 1, 2021 to June 30, 2021: 2021 (in thousands) Balance at January 1, $ 89,658 PIK distributions 3,013 Redemption accretion 5,008 Balance at June 30, $ 97,679 Warrants. On May 28, 2020, and in connection with the GP Buy-In Transaction, the Partnership issued (i) a warrant to purchase up to 537,307 SMLP common units (8,059,609 SMLP common units prior to the Reverse Unit Split) to SMP TopCo, LLC, a Delaware limited liability company and affiliate of ECP (“ECP NewCo”) (the “ECP NewCo Warrant”), and (ii) a warrant to purchase up to 129,360 SMLP common units (1,940,391 SMLP common units prior to the Reverse Unit Split) to SMLP Holdings, LLC, a Delaware limited liability company and affiliate of ECP (“ECP Holdings” and together with ECP NewCo, the "ECP Entities") (the “ECP Holdings Warrant” and together with the ECP NewCo Warrant, the “ECP Warrants”). The exercise price under the ECP Warrants is $15.345 per SMLP common unit ($1.025 prior to the Reverse Unit Split) and upon exercising the ECP Warrants, the Partnership may issue a maximum of 666,667 SMLP common units (10,000,000 SMLP common units prior to the Reverse Unit Split) under the ECP Warrants. Upon exercise of the ECP Warrants, each of ECP NewCo and ECP Holdings may receive, at its election: (i) a number of SMLP common units equal to the number of SMLP common units for which the ECP Warrants are being exercised, if exercising the ECP Warrants by cash payment of the exercise price; (ii) a number of SMLP common units equal to the product of the number of common units being exercised multiplied by (a) the difference between the average of the daily volume-weighted average price (“VWAP”) of the SMLP common units on the NYSE on each of the three trading days prior to the delivery of the notice of exercise (the “VWAP Average”) and the exercise price (the “VWAP Difference”), divided by (b) the VWAP Average; and/or (iii) an amount in cash, to the extent that the payment of such cash would not result in any violation of any financial covenant under the Revolving Credit Facility, and the Partnership’s leverage ratio would be at least 0.5x less than the maximum applicable ratio set forth in the Revolving Credit Facility, equal to the product of (a) the number of SMLP common units exercised and (b) the VWAP Difference, subject to certain adjustments under the ECP Warrants. The ECP Warrants are subject to standard anti-dilution adjustments for stock dividends, stock splits (including reverse splits) and recapitalizations and are exercisable at any time on or before May 28, 2023. Upon exercise of the ECP Warrants, the proceeds to the holders of the ECP Warrants, whether in the form of cash or common units, will be capped at $30.00 ($2.00 prior to the Reverse Unit Split) per SMLP common unit above the exercise price. On August 5, 2021, the ECP Entities cashlessly exercised all of the ECP Warrants for an aggregate of 414,447 SMLP common units, net of the exercise price, as calculated pursuant to Section 3(c) of the ECP Warrants. The Partnership has delivered instructions to American Stock Transfer & Trust Company, LLC, its transfer agent, to issue these SMLP common units to the ECP Entities. At June 30, 2021, the ECP Warrants were valued at $15.5 million, were accounted for as a liability instrument and recorded within other current liabilities on the unaudited condensed consolidated balance sheets. The value as of June 30, 2021 approximates the settlement value on August 5, 2021, the date in which the ECP Warrants were exercised by their holders. See Note 16 - Subsequent Events for further details. Cash Distribution Policy. In connection with the GP Buy-In Transaction, the Partnership suspended its cash distributions to holders of its common units, commencing with respect to the quarter ending March 31, 2020. Upon the resumption of distributions, the Partnership Agreement requires that it distribute all available cash, subject to reserves established by its General Partner, within 45 days after the end of each quarter to unitholders of record on the applicable record date. The amount of distributions paid under this policy is subject to fluctuations based on the amount of cash the Partnership generates from its business and the decision to make any distribution is determined by the General Partner, taking into consideration the terms of the Partnership Agreement. The Partnership’s last distribution was paid on February 14, 2020, to unitholders of record at the close of business on February 7, 2020. |
EARNINGS PER UNIT
EARNINGS PER UNIT | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER UNIT | 10. EARNINGS PER UNIT The following table details the components of EPU. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands, (In thousands, Numerator for basic and diluted EPU: Allocation of net income (loss) among limited partner interests: Net income (loss) $ (19,738) $ 56,721 $ (10,750) $ 60,483 Net income attributable to Subsidiary Series A Preferred Units (4,089) (1,397) (8,021) (2,342) Net loss attributable to noncontrolling interest — 1,393 — 3,274 Net income (loss) attributable to Summit Midstream Partners, LP (23,827) 56,717 (18,771) 61,415 Less: Net income attributable to Series A Preferred Units (3,849) (7,125) (8,136) (14,250) Add: Deemed capital contribution from 2021 Preferred Exchange Offer 8,326 — 8,326 — Net income (loss) attributable to common limited partners (19,350) $ 49,592 (18,581) $ 47,165 Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 6,656 2,977 6,392 2,999 Effect of nonvested phantom units — 139 — 89 Weighted-average common units outstanding – diluted 6,656 3,116 6,392 3,088 Net Income (Loss) per limited partner unit: Common unit – basic $ (2.91) $ 16.66 $ (2.91) $ 15.73 Common unit – diluted $ (2.91) $ 15.92 $ (2.91) $ 15.27 Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 169 276 173 201 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 11. SUPPLEMENTAL CASH FLOW INFORMATION Six Months Ended June 30, 2021 2020 (In thousands) Supplemental cash flow information: Cash interest paid $ 27,869 $ 44,073 Cash paid for taxes $ 15 $ — Noncash investing and financing activities: Capital expenditures in trade accounts payable (period-end accruals) $ 6,059 $ 12,442 Warrant issuance for GP Buy-In Transaction $ — $ 2,300 Accretion of Subsidiary Series A Preferred Units $ 5,008 $ — |
UNIT-BASED AND NONCASH COMPENSA
UNIT-BASED AND NONCASH COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
UNIT-BASED AND NONCASH COMPENSATION | 12. UNIT-BASED AND NONCASH COMPENSATION SMLP Long-Term Incentive Plan. The Partnership’s Long-Term Incentive Plan (“SMLP LTIP”) provides for equity awards to eligible officers, employees, consultants and directors of the Partnership, thereby linking the recipients’ compensation directly to SMLP’s performance. Significant items to note: • For the six-month period ended June 30, 2021, the Partnership granted 148,822 phantom units and associated distribution equivalent rights to employees in connection with the Partnership’s annual incentive compensation award cycle. These awards had a grant date fair value of $20.42 per common unit and vest ratably over a three-year period. • For the six-month period ended June 30, 2021, the Partnership issued 40,002 common units to the Partnership’s six independent directors in connection with their annual compensation plan. These awards had a grant date fair value of $28.99 per common unit and vested immediately. • As of June 30, 2021, approximately 0.3 million common units remained available for future issuance under the SMLP LTIP. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Environmental Matters. Although the Partnership believes that it is in material compliance with applicable environmental regulations, the risk of environmental remediation costs and liabilities are inherent in pipeline ownership and operation. Furthermore, the Partnership can provide no assurances that significant environmental remediation costs and liabilities will not be incurred in the future. The Partnership is currently not aware of any material contingent liabilities that exist with respect to environmental matters, except as noted below. In 2015, the Partnership learned of the rupture of a four-inch produced water gathering pipeline on the Meadowlark Midstream system near Williston, North Dakota (“2015 Blacktail Release”). Prior to the GP Buy-In Transaction, Summit Investments and SMP Holdings indemnified the Partnership for certain obligations and liabilities related to the incident. As a result of the GP Buy-In Transaction, the Partnership is no longer indemnified for these obligations. A rollforward of the Partnership’s undiscounted accrued environmental remediation follows and is primarily related to the Meadowlark Rupture. Total (In thousands) Accrued environmental remediation, December 31, 2020 $ 2,929 Payments made (512) Additional accruals 734 Accrued environmental remediation, June 30, 2021 $ 3,151 As of June 30, 2021, the Partnership has recognized (i) a current liability for remediation effort expenditures expected to be incurred within the next 12 months and (ii) a noncurrent liability for estimated remediation expenditures expected to be incurred subsequent to June 30, 2022. Each of these amounts represent the Partnership’s best estimate for costs expected to be incurred. Neither of these amounts have been discounted to its present value. In the fourth quarter of 2020, the Partnership recognized a $17.0 million loss contingency for the 2015 Blacktail Release as a result of ongoing discussions with multiple federal and state government agencies, including the U.S. Department of Justice, the U.S. Environmental Protection Agency, the North Dakota Industrial Commission, the North Dakota Office of the Attorney General, the North Dakota Department of Environmental Quality, and the North Dakota Game and Fish Department. Subsequently, on August 4, 2021, certain subsidiaries of the Partnership entered into multiple agreements with these federal and state agencies to resolve the legal matters resulting from the 2015 Blacktail Release (“Global Settlement”). The Partnership increased its loss contingency for the 2015 Blacktail Release during the three months ended June 30, 2021 by $19.3 million, resulting in an accrued loss liability for the 2015 Blacktail Release at June 30, 2021 of $36.3 million. Key terms of the Global Settlement include (i) payment of penalties and fines totaling $36.3 million, consisting of $1.25 million in natural resource damages to the federal and state governments payable after court approval of the Global Settlement, $25.0 million payable to the federal government over five years, and $10.0 million payable to the state governments over six years, with interest applied to unpaid amounts accruing at a fixed rate of 3.25%, and of which $3.1 million is expected to be paid within the next twelve months; (ii) continuation of remediation efforts at the site of the 2015 Blacktail Release; (iii) other injunctive relief including but not limited to control room management, environmental management system audit, training, and reporting; (iv) guilty pleas for one charge of negligent discharge of a harmful quantity of oil and one charge of knowing failure to immediately report a discharge of oil; and (v) organizational probation for a minimum period of three years from sentencing, including payment in full of certain components of the fines and penalty amounts. The agreements comprising the Global Settlement are subject to a number of contingencies, including approval of the U.S. District Court for the District of North Dakota (the “U.S. District Court”) (after a public comment period of 30 days), that could prevent the Global Settlement from being finalized within its current terms. 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. |
RESTRUCTURING
RESTRUCTURING | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | 14. RESTRUCTURING 2020 Restructuring Activities. In late 2020, management initiated a plan to restructure its operations (“2020 Restructuring Plan”), resulting in certain management, facility and organizational changes. Under the 2020 Restructuring Plan, and during the three-and six-month periods ended June 30, 2021, the Partnership expensed approximately $0.1 million and $0.8 million, respectively, of costs associated with these restructuring activities. These activities consisted primarily of employee-related severance costs and are included within the General and administrative caption on the consolidated statement of operations. At June 30, 2021, the Partnership has accrued and unpaid liabilities of $0.6 million associated with the 2020 Restructuring Activities. 2019 Restructuring Activities. In late 2019, management initiated a plan to restructure its operations (“2019 Restructuring Plan”), resulting in certain management, facility and organizational changes. Under the 2019 Restructuring Plan, and during the three-and six-month periods ended June 30, 2020, the Partnership expensed approximately $0.6 million and $3.3 million, respectively, of costs associated with these restructuring activities. These activities consisted primarily of employee-related costs and consulting costs in support of the 2019 Restructuring Plan. These costs are included within the General and administrative caption on the consolidated statement of operations. At June 30, 2021, the Partnership has accrued and unpaid liabilities of less than $0.1 million associated with the 2019 Restructuring Activities. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 15. SEGMENT INFORMATION As of June 30, 2021, the Partnership’s reportable segments are: • the Utica Shale, which is served by Summit Utica; • Ohio Gathering, which includes our ownership interest in OGC and OCC; • the Williston Basin, which is served by Polar and Divide, Meadowlark Midstream and Bison Midstream; • the DJ Basin, which is served by Niobrara G&P; • the Permian Basin, which is served by Summit Permian; • the Piceance Basin, which is served by Grand River; • the Barnett Shale, which is served by DFW Midstream; and • the Marcellus Shale, which is served by Mountaineer Midstream. Each of the Partnership’s reportable segments provides midstream services in a specific geographic area. Reportable segments reflect the way in which the Partnership internally reports the financial information used to make decisions and allocate resources in connection with the Partnership’s operations. The Ohio Gathering reportable segment includes the Partnership’s investment in Ohio Gathering. Income or loss from equity method investees, as reflected on the statements of operations, relates to Ohio Gathering and is recognized and disclosed on a one-month lag. For the six months ended June 30, 2021, other than the investment activity described in Note 5 - Equity Method Investments, Double E did not have any results of operations given that the Double E Project is currently under development. The Double E Project is expected to be operational in the fourth quarter of 2021. Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable (such as Double E); or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items, certain natural gas and crude oil marketing services and transaction costs. Assets by reportable segment follow. June 30, 2021 December 31, 2020 (In thousands) Assets (1) : Utica Shale $ 207,783 $ 209,425 Ohio Gathering 252,537 259,888 Williston Basin 404,719 425,873 DJ Basin 195,089 199,920 Permian Basin 166,712 165,765 Piceance Basin 555,033 579,800 Barnett Shale 326,446 336,629 Marcellus Shale 173,918 176,441 Total reportable segment assets 2,282,237 2,353,741 Corporate and Other 191,808 146,076 Total assets $ 2,474,045 $ 2,499,817 (1) At June 30, 2021, Corporate and Other included $180.9 million relating to our investment in Double E (included in the Investment in equity method investees caption of the unaudited condensed consolidated balance sheet). At December 31, 2020, Corporate and Other included $132.9 million relating to our investment in Double E. Segment adjusted EBITDA by reportable segment follows. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) (In thousands) Reportable segment adjusted EBITDA Utica Shale $ 10,652 $ 10,693 $ 18,372 $ 16,621 Ohio Gathering 6,841 7,514 13,713 15,453 Williston Basin 9,626 12,727 20,431 28,919 DJ Basin 5,106 4,339 10,453 10,250 Permian Basin 461 1,828 1,170 3,409 Piceance Basin 20,324 21,734 41,358 45,291 Barnett Shale 8,889 8,510 16,905 17,270 Marcellus Shale 5,868 4,888 11,469 10,208 Total of reportable segments' measures of profit $ 67,767 $ 72,233 $ 133,871 $ 147,421 A reconciliation of income or loss before income taxes and income or loss from equity method investees to total of reportable segments' measures of profit follows. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) (In thousands) Reconciliation of income (loss) before income taxes and income from equity method investees to total of reportable segments' measures of profit: Income (loss) before income taxes and income from equity method investees $ (22,290) $ 53,292 $ (15,631) $ 53,730 Add: Corporate and Other expense 40,264 9,533 48,060 21,610 Interest expense 15,502 21,990 29,455 45,818 Gain on early extinguishment of debt — (54,235) — (54,235) Depreciation and amortization (1) 28,598 29,866 57,344 59,766 Proportional adjusted EBITDA for equity method investees 6,841 7,514 13,713 15,453 Adjustments related to MVC shortfall payments — 2,291 — (3,151) Adjustments related to capital reimbursement activity (2,225) (237) (3,470) (448) Unit-based and noncash compensation 1,048 1,846 3,015 4,569 Gain on asset sales, net (4) (281) (140) (166) Long-lived asset impairment 33 654 1,525 4,475 Total of reportable segments' measures of profit $ 67,767 $ 72,233 $ 133,871 $ 147,421 (1) Includes the amortization expense associated with our favorable gas gathering contracts as reported in other revenues. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS Global Settlement. On August 4, 2021, the Partnership entered into the Global Settlement to resolve the legal matters resulting from the 2015 Blacktail Release. The Partnership increased its loss contingency for the 2015 Blacktail Release during the three months ended June 30, 2021 by $19.3 million, resulting in an accrued loss liability for the 2015 Blacktail Release at June 30, 2021 of $36.3 million. Key terms of the Global Settlement include (i) payment of penalties and fines totaling $36.3 million, consisting of $1.25 million in natural resource damages to the federal and state governments payable after court approval of the Global Settlement, $25.0 million payable to the federal government over five years, and $10.0 million payable to the state governments over six years, with interest applied to unpaid amounts accruing at a fixed rate of 3.25%, and of which $3.1 million is expected to be paid within the next twelve months; (ii) continuation of remediation efforts at the site of the 2015 Blacktail Release; (iii) other injunctive relief including but not limited to control room management, environmental management system audit, training, and reporting; (iv) guilty pleas for one charge of negligent discharge of a harmful quantity of oil and one charge of knowing failure to immediately report a discharge of oil; and (v) organizational probation for a minimum period of three years from sentencing, including payment in full of certain components of the fines and penalty amount. The agreements comprising the Global Settlement are subject to a number of contingencies, including approval of the U.S. District Court (after a public comment period of 30 days), that could prevent the Global Settlement from being finalized within its current terms. See Note 13-Commitments and Contingencies for additional information. Exercise of the ECP Warrants. On August 5, 2021, ECP NewCo and ECP Holdings exercised all of the ECP Warrants and the Partnership issued 414,447 SMLP common units, net of the exercise price, as calculated pursuant to Section 3(c) of the ECP Warrants. The Partnership has delivered instructions to American Stock Transfer & Trust Company, LLC, its transfer agent, to issue these common units to the ECP Entities. As of June 30, 2021, the ECP Warrants were valued at $15.5 million and this amount approximated the settlement value of the SMLP common units issued in August 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Partnership prepares its condensed consolidated financial statements in accordance with GAAP as established by the FASB and pursuant to the rules and regulations of the SEC pertaining to interim financial information. The condensed consolidated financial statements contained in this report include all normal and recurring material adjustments that, in the opinion of management, are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented herein. |
Use of Estimates | The Partnership makes estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates, including fair value measurements, the reported amounts of revenues and expenses and the disclosure of commitments and contingencies. Although management believes these estimates are reasonable, actual results could differ from its estimates. |
Consolidation | The condensed consolidated financial statements contained in this report include the assets, liabilities and results of operations of SMLP and its subsidiaries. All intercompany transactions among the consolidated entities have been eliminated in consolidation. Comprehensive income or loss is the same as net income or loss for all periods presented. |
Cash, Cash Equivalents and Restricted Cash | The Partnership considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash that is held by a major bank and has restrictions on its availability to the Partnership is classified as restricted cash. |
Interest Rate Swaps | Interest rate swap agreements are reported as either assets or liabilities on the consolidated balance sheet at fair value. Interest rate swap agreements are not designated as cash-flow hedges, and accordingly, the changes in the fair value are recorded in earnings. The Partnership does not use interest rate swap agreements for speculative purposes. |
New accounting standards recently implemented | ASU No. 2018-13 Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 updates the disclosure requirements on fair value measurements including new disclosures for the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 modifies existing disclosures including clarifying the measurement uncertainty disclosure. ASU 2018-13 removes certain existing disclosure requirements including the amount and reasons for transfers between Level 1 and Level 2 fair value measurements and the policy for the timing of transfer between levels. The adoption of ASU 2018-13 on January 1, 2020 did not have a material impact on the Partnership’s consolidated financial statements or disclosures. ASU No. 2016-13 Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 requires the use of a current expected loss model for financial assets measured at amortized cost and certain off-balance sheet credit exposures. Under this model, entities will be required to estimate the lifetime expected credit losses on such instruments based on historical experience, current conditions, and reasonable and supportable forecasts. This amended guidance also expands the disclosure requirements to enable users of financial statements to understand an entity’s assumptions, models and methods for estimating expected credit losses. The changes are effective for annual and interim periods beginning after December 15, 2019, and amendments should be applied using a modified retrospective approach. The adoption of ASU 2016-13 on January 1, 2020 did not have a material impact on the Partnership’s consolidated financial statements or disclosures. New accounting standards not yet implemented. ASU No. 2020-6 Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-6”). ASU 2020-6 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Partnership is currently evaluating the provisions of ASU 2020-6 to determine its impact on the Partnership’s consolidated financial statements and disclosures. ASU No. 2020-4 Reference Rate Reform (“ASU 2020-4”). ASU 2020-4 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform on financial reporting. The amendments in ASU 2020-4 are effective as of March 12, 2020 through December 31, 2022. The Partnership is currently evaluating the provisions of ASU 2020-4 to determine its impact on the Partnership’s consolidated financial statements and disclosures. |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Estimated Revenue Expected to be Recognized and MVC Shortfall Payments | The following table presents estimated revenue expected to be recognized during the remainder of 2021 and over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated minimum volume commitments. 2021 2022 2023 2024 2025 Thereafter Gathering services and related fees $ 46,183 $ 80,064 $ 62,179 $ 51,645 $ 35,200 $ 21,433 |
Schedule of Disaggregated Revenue by Geographic Area and Major Products and Services Reportable Segments | Revenue by Category. In the following table, revenue is disaggregated by geographic area and major products and services. For more detailed information about reportable segments, see Note 15 – Segment Information. Three Months Ended June 30, 2021 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (in thousands) Reportable Segments: Utica Shale $ 11,349 $ — $ — $ 11,349 Williston Basin 12,516 8,201 4,242 24,959 DJ Basin 5,891 305 1,856 8,052 Permian Basin 2,262 6,875 121 9,258 Piceance Basin 25,527 1,025 1,233 27,785 Barnett Shale 10,076 10 1,012 11,098 Marcellus Shale 6,612 — — 6,612 Total reportable segments 74,233 16,416 8,464 99,113 Corporate and Other — — 928 928 Total $ 74,233 $ 16,416 $ 9,392 $ 100,041 Six Months Ended June 30, 2021 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (in thousands) Reportable Segments: Utica Shale $ 19,920 $ — $ — $ 19,920 Williston Basin 25,149 20,428 8,749 54,326 DJ Basin 12,154 415 2,560 15,129 Permian Basin 4,461 13,393 237 18,091 Piceance Basin 50,311 2,878 2,409 55,598 Barnett Shale 19,772 66 2,072 21,910 Marcellus Shale 12,813 — — 12,813 Total reportable segments 144,580 37,180 16,027 197,787 Corporate and Other — — 1,572 1,572 Total $ 144,580 $ 37,180 $ 17,599 $ 199,359 Three Months Ended June 30, 2020 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (in thousands) Reportable Segments: Utica Shale $ 11,538 $ — $ — $ 11,538 Williston Basin 12,407 3,131 2,776 18,314 DJ Basin 5,228 71 993 6,292 Permian Basin 2,711 4,222 126 7,059 Piceance Basin 26,222 401 1,096 27,719 Barnett Shale 9,877 2,858 1,778 14,513 Marcellus Shale 5,928 — — 5,928 Total reportable segments 73,911 10,683 6,769 91,363 Corporate and Other — — 644 644 Total $ 73,911 $ 10,683 $ 7,413 $ 92,007 Six Months Ended June 30, 2020 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (in thousands) Reportable Segments: Utica Shale $ 18,500 $ — $ — $ 18,500 Williston Basin 36,204 7,455 5,918 49,577 DJ Basin 12,083 141 2,027 14,251 Permian Basin 5,022 8,734 313 14,069 Piceance Basin 53,411 1,404 2,161 56,976 Barnett Shale 20,320 6,729 3,038 30,087 Marcellus Shale 12,163 — — 12,163 Total reportable segments 157,703 24,463 13,457 195,623 Corporate and Other — — 1,287 1,287 Total $ 157,703 $ 24,463 $ 14,744 $ 196,910 |
Schedule of Information about Contract Assets from Contracts with Customers | The following table provides information about contract assets from contracts with customers: 2021 (In thousands) Contract assets, January 1, $ 2,026 Additions 4,985 Transfers out (973) Contract assets, June 30, $ 6,038 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Details of the Partnership’s property, plant and equipment follows. June 30, 2021 December 31, 2020 (In thousands) Gathering and processing systems and related equipment $ 2,221,834 $ 2,213,501 Construction in progress 45,780 60,443 Land and line fill 10,440 10,440 Other 59,683 61,340 Total 2,337,737 2,345,724 Less: accumulated depreciation (568,840) (528,178) Property, plant and equipment, net $ 1,768,897 $ 1,817,546 |
Schedule Of Depreciation Expense And Capitalized Interest Costs Table Text Block | Depreciation expense and capitalized interest for the Partnership follows. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) Depreciation expense $ 21,318 $ 21,664 $ 42,784 $ 43,362 Capitalized interest 149 328 324 820 |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | A reconciliation of the difference between the carrying amount of the Partnership’s interest in Ohio Gathering and the Partnership’s underlying investment per Ohio Gathering's books and records is provided in the table below as of June 30, 2021. 2021 (In thousands) Investment in Ohio Gathering, June 30, $ 252,537 June cash distributions 2,314 Basis difference 212,259 Investment in Ohio Gathering (Books and records), May 30, $ 467,110 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | Total (In thousands) Current deferred revenue, January 1, 2021 $ 9,988 Add: additions 4,074 Less: revenue recognized (3,469) Current deferred revenue, June 30, 2021 $ 10,593 A rollforward of noncurrent deferred revenue follows. Total (In thousands) Noncurrent deferred revenue, January 1, 2021 $ 48,250 Add: additions 667 Less: reclassification to current deferred revenue (4,060) Noncurrent deferred revenue, June 30, 2021 $ 44,857 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt for the Partnership at June 30, 2021 and December 31, 2020, follows: June 30, 2021 December 31, 2020 (In thousands) Revolving Credit Facility : Summit Holdings' variable rate senior secured revolving credit facility due May 13, 2022 $ 762,000 $ 857,000 Permian Transmission Credit Facility : Permian Transmission's variable rate senior secured credit facility due March 8, 2028 53,500 — Less: unamortized debt issuance costs (5,128) — 2022 Senior Notes : Summit Holdings' 5.5% senior unsecured notes due August 15, 2022 234,047 234,047 Less: unamortized debt issuance costs (630) (859) 2025 Senior Notes : Summit Holdings' 5.75% senior unsecured notes due April 15, 2025 259,463 259,463 Less: unamortized debt issuance costs (2,153) (2,325) Total debt 1,301,099 1,347,326 Less current maturities of: Revolving Credit Facility 762,000 — Total long-term debt $ 539,099 $ 1,347,326 |
Schedule of Gain (Loss) on Extinguishment of Debt | Open Market Repurchases During the Six Months Ended June 30, 2020 Total 2022 2025 Senior Notes Senior Notes Gain on repurchases of Senior Notes $ 9,300 $ 46,003 $ 55,303 Debt issue costs (117) (951) (1,068) Gain on extinguishment $ 9,183 $ 45,052 $ 54,235 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | A summary of the estimated fair value of our financial instruments follows. June 30, 2021 December 31, 2020 Carrying Estimated Carrying Estimated (In thousands) 2022 Senior Notes $ 233,417 $ 229,171 $ 233,188 $ 215,713 2025 Senior Notes 257,310 237,625 257,138 168,002 |
PARTNERS' CAPITAL AND MEZZANI_2
PARTNERS' CAPITAL AND MEZZANINE CAPITAL (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule Of Partner Units Activity | Common Units. A rollforward of the number of issued and outstanding common limited partner units follows for the period from December 31, 2020 to June 30, 2021. Common Units Units, December 31, 2020 6,110,092 2021 Preferred Exchange Offer, net of shares withheld for taxes 538,715 Common units issued for SMLP LTIP, net 96,119 Units, June 30, 2021 6,744,926 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net | The following table shows the change in our Subsidiary Series A Preferred Unit balance from January 1, 2021 to June 30, 2021: 2021 (in thousands) Balance at January 1, $ 89,658 PIK distributions 3,013 Redemption accretion 5,008 Balance at June 30, $ 97,679 |
EARNINGS PER UNIT (Tables)
EARNINGS PER UNIT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table details the components of EPU. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands, (In thousands, Numerator for basic and diluted EPU: Allocation of net income (loss) among limited partner interests: Net income (loss) $ (19,738) $ 56,721 $ (10,750) $ 60,483 Net income attributable to Subsidiary Series A Preferred Units (4,089) (1,397) (8,021) (2,342) Net loss attributable to noncontrolling interest — 1,393 — 3,274 Net income (loss) attributable to Summit Midstream Partners, LP (23,827) 56,717 (18,771) 61,415 Less: Net income attributable to Series A Preferred Units (3,849) (7,125) (8,136) (14,250) Add: Deemed capital contribution from 2021 Preferred Exchange Offer 8,326 — 8,326 — Net income (loss) attributable to common limited partners (19,350) $ 49,592 (18,581) $ 47,165 Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 6,656 2,977 6,392 2,999 Effect of nonvested phantom units — 139 — 89 Weighted-average common units outstanding – diluted 6,656 3,116 6,392 3,088 Net Income (Loss) per limited partner unit: Common unit – basic $ (2.91) $ 16.66 $ (2.91) $ 15.73 Common unit – diluted $ (2.91) $ 15.92 $ (2.91) $ 15.27 Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 169 276 173 201 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Six Months Ended June 30, 2021 2020 (In thousands) Supplemental cash flow information: Cash interest paid $ 27,869 $ 44,073 Cash paid for taxes $ 15 $ — Noncash investing and financing activities: Capital expenditures in trade accounts payable (period-end accruals) $ 6,059 $ 12,442 Warrant issuance for GP Buy-In Transaction $ — $ 2,300 Accretion of Subsidiary Series A Preferred Units $ 5,008 $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Accrued Environmental Remediation | A rollforward of the Partnership’s undiscounted accrued environmental remediation follows and is primarily related to the Meadowlark Rupture. Total (In thousands) Accrued environmental remediation, December 31, 2020 $ 2,929 Payments made (512) Additional accruals 734 Accrued environmental remediation, June 30, 2021 $ 3,151 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Reconciliation of Assets from Segment to Consolidated | Assets by reportable segment follow. June 30, 2021 December 31, 2020 (In thousands) Assets (1) : Utica Shale $ 207,783 $ 209,425 Ohio Gathering 252,537 259,888 Williston Basin 404,719 425,873 DJ Basin 195,089 199,920 Permian Basin 166,712 165,765 Piceance Basin 555,033 579,800 Barnett Shale 326,446 336,629 Marcellus Shale 173,918 176,441 Total reportable segment assets 2,282,237 2,353,741 Corporate and Other 191,808 146,076 Total assets $ 2,474,045 $ 2,499,817 (1) At June 30, 2021, Corporate and Other included $180.9 million relating to our investment in Double E (included in the Investment in equity method investees caption of the unaudited condensed consolidated balance sheet). At December 31, 2020, Corporate and Other included $132.9 million relating to our investment in Double E. |
Reconciliation of Revenue from Segments to Consolidated | Segment adjusted EBITDA by reportable segment follows. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) (In thousands) Reportable segment adjusted EBITDA Utica Shale $ 10,652 $ 10,693 $ 18,372 $ 16,621 Ohio Gathering 6,841 7,514 13,713 15,453 Williston Basin 9,626 12,727 20,431 28,919 DJ Basin 5,106 4,339 10,453 10,250 Permian Basin 461 1,828 1,170 3,409 Piceance Basin 20,324 21,734 41,358 45,291 Barnett Shale 8,889 8,510 16,905 17,270 Marcellus Shale 5,868 4,888 11,469 10,208 Total of reportable segments' measures of profit $ 67,767 $ 72,233 $ 133,871 $ 147,421 |
Reconciliation Of Net Income To Adjusted EBITDA | A reconciliation of income or loss before income taxes and income or loss from equity method investees to total of reportable segments' measures of profit follows. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) (In thousands) Reconciliation of income (loss) before income taxes and income from equity method investees to total of reportable segments' measures of profit: Income (loss) before income taxes and income from equity method investees $ (22,290) $ 53,292 $ (15,631) $ 53,730 Add: Corporate and Other expense 40,264 9,533 48,060 21,610 Interest expense 15,502 21,990 29,455 45,818 Gain on early extinguishment of debt — (54,235) — (54,235) Depreciation and amortization (1) 28,598 29,866 57,344 59,766 Proportional adjusted EBITDA for equity method investees 6,841 7,514 13,713 15,453 Adjustments related to MVC shortfall payments — 2,291 — (3,151) Adjustments related to capital reimbursement activity (2,225) (237) (3,470) (448) Unit-based and noncash compensation 1,048 1,846 3,015 4,569 Gain on asset sales, net (4) (281) (140) (166) Long-lived asset impairment 33 654 1,525 4,475 Total of reportable segments' measures of profit $ 67,767 $ 72,233 $ 133,871 $ 147,421 (1) Includes the amortization expense associated with our favorable gas gathering contracts as reported in other revenues. |
ORGANIZATION, BUSINESS OPERAT_2
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION - Narrative (Details) | May 28, 2020USD ($)shares | May 27, 2020shares | Jun. 30, 2021USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2020shares | Nov. 17, 2020USD ($)shares | Nov. 09, 2020shares | Nov. 08, 2020shares |
Organization And Business Operations [Line Items] | ||||||||
Common limited partner capital (in shares) | 6,744,926 | 6,110,092 | ||||||
Revolving credit facility | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Borrowing capacity | $ | $ 1,100,000,000 | |||||||
Asset Backed Revolving Credit Facility | Revolving credit facility | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Debt instrument term | 4 years 6 months | |||||||
Asset Backed Revolving Credit Facility | Minimum | Revolving credit facility | Forecast | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Borrowing capacity | $ | $ 400,000,000 | |||||||
Additional debt issuance | $ | 700,000,000 | |||||||
Asset Backed Revolving Credit Facility | Maximum | Revolving credit facility | Forecast | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Borrowing capacity | $ | 500,000,000 | |||||||
Additional debt issuance | $ | $ 750,000,000 | |||||||
Common Units | Energy Capital Partners | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Common units not pledged as collateral (in shares) | 5,700,000 | |||||||
Common limited partner capital (in shares) | 400,000 | |||||||
Summit Midstream Partners Holdings L L C | ||||||||
Organization And Business Operations [Line Items] | ||||||||
SMLP common units pledged as collateral under the SMPH Term Loan (in shares) | 2,300,000 | 2,300,000 | ||||||
Common units not pledged as collateral (in shares) | 700,000 | 34,600,000 | 34,600,000 | |||||
Stock split, conversion ratio | 0.0667 | |||||||
Common units issued prior to reverse unit split (in shares) | 10,700,000 | |||||||
Treasury stock (in shares) | 16,600,000 | 1,100,000 | ||||||
Summit Investments | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Cash paid to acquire investment | $ | $ 35,000,000 | |||||||
Summit Investments | Common Units | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Common units issued prior to reverse unit split (in shares) | 10,000,000 | |||||||
Number of common units purchased (in shares) | 700,000 | |||||||
SMP Holdings | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Debt discharge and restructuring | $ | $ 155,200,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Restricted cash | $ 314 | $ 0 |
REVENUE REVENUE - Schedule of E
REVENUE REVENUE - Schedule of Estimated Revenue Expected to be Recognized (Details) - Gathering services and related fees $ in Thousands | Jun. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 46,183 |
Revenue, remaining performance obligation, expected timing of satisfaction | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 80,064 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 62,179 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 51,645 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 35,200 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 21,433 |
Revenue, remaining performance obligation, expected timing of satisfaction |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregated Revenue by Geographic Area and Major Products and Services Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 100,041 | $ 92,007 | $ 199,359 | $ 196,910 |
Reportable Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 99,113 | 91,363 | 197,787 | 195,623 |
Reportable Segments | Utica Shale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 11,349 | 11,538 | 19,920 | 18,500 |
Reportable Segments | Williston Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 24,959 | 18,314 | 54,326 | 49,577 |
Reportable Segments | DJ Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 8,052 | 6,292 | 15,129 | 14,251 |
Reportable Segments | Permian Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,258 | 7,059 | 18,091 | 14,069 |
Reportable Segments | Piceance Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 27,785 | 27,719 | 55,598 | 56,976 |
Reportable Segments | Barnett Shale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 11,098 | 14,513 | 21,910 | 30,087 |
Reportable Segments | Marcellus Shale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,612 | 5,928 | 12,813 | 12,163 |
Segment Reconciling Items | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 928 | 644 | 1,572 | 1,287 |
Gathering services and related fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 74,233 | 73,911 | 144,580 | 157,703 |
Gathering services and related fees | Reportable Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 74,233 | 73,911 | 144,580 | 157,703 |
Gathering services and related fees | Reportable Segments | Utica Shale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 11,349 | 11,538 | 19,920 | 18,500 |
Gathering services and related fees | Reportable Segments | Williston Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12,516 | 12,407 | 25,149 | 36,204 |
Gathering services and related fees | Reportable Segments | DJ Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 5,891 | 5,228 | 12,154 | 12,083 |
Gathering services and related fees | Reportable Segments | Permian Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,262 | 2,711 | 4,461 | 5,022 |
Gathering services and related fees | Reportable Segments | Piceance Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 25,527 | 26,222 | 50,311 | 53,411 |
Gathering services and related fees | Reportable Segments | Barnett Shale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 10,076 | 9,877 | 19,772 | 20,320 |
Gathering services and related fees | Reportable Segments | Marcellus Shale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,612 | 5,928 | 12,813 | 12,163 |
Gathering services and related fees | Segment Reconciling Items | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Natural gas, NGLs and condensate sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 16,416 | 10,683 | 37,180 | 24,463 |
Natural gas, NGLs and condensate sales | Reportable Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 16,416 | 10,683 | 37,180 | 24,463 |
Natural gas, NGLs and condensate sales | Reportable Segments | Utica Shale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Natural gas, NGLs and condensate sales | Reportable Segments | Williston Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 8,201 | 3,131 | 20,428 | 7,455 |
Natural gas, NGLs and condensate sales | Reportable Segments | DJ Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 305 | 71 | 415 | 141 |
Natural gas, NGLs and condensate sales | Reportable Segments | Permian Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,875 | 4,222 | 13,393 | 8,734 |
Natural gas, NGLs and condensate sales | Reportable Segments | Piceance Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,025 | 401 | 2,878 | 1,404 |
Natural gas, NGLs and condensate sales | Reportable Segments | Barnett Shale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 10 | 2,858 | 66 | 6,729 |
Natural gas, NGLs and condensate sales | Reportable Segments | Marcellus Shale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Natural gas, NGLs and condensate sales | Segment Reconciling Items | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,392 | 7,413 | 17,599 | 14,744 |
Other revenues | Reportable Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 8,464 | 6,769 | 16,027 | 13,457 |
Other revenues | Reportable Segments | Utica Shale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other revenues | Reportable Segments | Williston Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,242 | 2,776 | 8,749 | 5,918 |
Other revenues | Reportable Segments | DJ Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,856 | 993 | 2,560 | 2,027 |
Other revenues | Reportable Segments | Permian Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 121 | 126 | 237 | 313 |
Other revenues | Reportable Segments | Piceance Basin | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,233 | 1,096 | 2,409 | 2,161 |
Other revenues | Reportable Segments | Barnett Shale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,012 | 1,778 | 2,072 | 3,038 |
Other revenues | Reportable Segments | Marcellus Shale | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other revenues | Segment Reconciling Items | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 928 | $ 644 | $ 1,572 | $ 1,287 |
REVENUE - Schedule of Informati
REVENUE - Schedule of Information about Contract Assets from Contracts with Customers (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Contract With Customer, Contract Asset, Contract Liability, and Receivable [Roll Forward] | |
Contract assets, beginning of period | $ 2,026 |
Additions | 4,985 |
Transfers out | (973) |
Contract assets, end of period | $ 6,038 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue From Contract With Customer [Line Items] | |||||
Receivables with customers | $ 54,300 | $ 54,300 | $ 57,500 | ||
Contract assets included in accounts receivable | 6,038 | 6,038 | $ 2,026 | ||
Gathering services and related fees | |||||
Revenue From Contract With Customer [Line Items] | |||||
Contract with customer, liability, revenue recognized | $ 2,100 | $ 2,300 | $ 3,300 | $ 4,700 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT - Schedule of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 2,337,737 | $ 2,345,724 |
Less: accumulated depreciation | (568,840) | (528,178) |
Property, plant and equipment, net | 1,768,897 | 1,817,546 |
Gathering and processing systems and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,221,834 | 2,213,501 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total | 45,780 | 60,443 |
Land and line fill | ||
Property, Plant and Equipment [Line Items] | ||
Total | 10,440 | 10,440 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 59,683 | $ 61,340 |
PROPERTY, PLANT, AND EQUIPMEN_3
PROPERTY, PLANT, AND EQUIPMENT - Schedule of Depreciation Expense and Capitalized Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 21,318 | $ 21,664 | $ 42,784 | $ 43,362 |
Capitalized interest | $ 149 | $ 328 | $ 324 | $ 820 |
EQUITY METHOD INVESTMENTS - Nar
EQUITY METHOD INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Investment in equity method investment | $ 48,943 | $ 79,728 | |
Double E | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in equity method investment | 48,900 | 79,700 | |
Interest cost capitalized | $ 1,600 | $ 300 | |
OGC | Principal Owner | |||
Schedule of Equity Method Investments [Line Items] | |||
Percentage of ownership interest | 38.00% | 38.20% |
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, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | |
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||
Ending balance | $ 433,440 | $ 433,440 | |
June cash distributions | 13,116 | $ 12,749 | |
Beginning balance | 392,740 | ||
OGC | |||
Increase (Decrease) In Equity Method Investments [Roll Forward] | |||
Ending balance | 252,537 | $ 252,537 | |
June cash distributions | 2,314 | ||
Basis difference | 212,259 | ||
Beginning balance | $ 467,110 |
DEFERRED REVENUE - Rollforward
DEFERRED REVENUE - Rollforward of deferred revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Change in Contract with Customer, Liability, Current [Roll Forward] | |
Current deferred revenue, beginning balance | $ 9,988 |
Add: additions | 4,074 |
Less: revenue recognized | (3,469) |
Current deferred revenue, ending balance | 10,593 |
Change in Contract with Customer, Liability, Noncurrent [Roll Forward] | |
Noncurrent deferred revenue, beginning balance | 48,250 |
Add: additions | 667 |
Less: reclassification to current deferred revenue | (4,060) |
Noncurrent deferred revenue, ending balance | $ 44,857 |
DEBT - Components of Long-Term
DEBT - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Total debt | $ 1,301,099 | $ 1,347,326 |
Revolving Credit Facility | 762,000 | 0 |
Long-term debt, excluding current portion | 539,099 | 1,347,326 |
Revolving Credit Facility: Summit Holdings' variable rate senior secured revolving credit facility due May 13, 2022 | ||
Line of Credit Facility [Line Items] | ||
Revolving credit facility | 762,000 | 857,000 |
Revolving Credit Facility | 762,000 | 0 |
Permian Transmission Credit Facility: Permian Transmission's variable rate senior secured credit facility due March 8, 2028 | ||
Line of Credit Facility [Line Items] | ||
Secured notes | 53,500 | 0 |
Less unamortized debt issuance costs | (5,128) | 0 |
2022 Senior Notes: Summit Holdings' 5.5% senior unsecured notes due August 15, 2022 | ||
Line of Credit Facility [Line Items] | ||
Less unamortized debt issuance costs | (630) | (859) |
Unsecured notes | 234,047 | $ 234,047 |
Stated interest rate (as a percent) | 5.50% | |
2025 Senior Notes: Summit Holdings' 5.75% senior unsecured notes due April 15, 2025 | ||
Line of Credit Facility [Line Items] | ||
Less unamortized debt issuance costs | (2,153) | $ (2,325) |
Unsecured notes | $ 259,463 | $ 259,463 |
Stated interest rate (as a percent) | 5.75% |
DEBT - Revolving Credit Facilit
DEBT - Revolving Credit Facility (Narrative) (Details) - Revolving credit facility | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Line of Credit Facility [Line Items] | |
Borrowing capacity | $ 1,100,000,000 |
Interest rate at period end | 3.36% |
Unused portion under the facility | $ 314,900,000 |
Commitment fee on unused portion of the facility | 0.50% |
Secured notes | $ 23,100,000 |
Borrowing capacity | $ 137,600,000 |
Minimum | |
Line of Credit Facility [Line Items] | |
Ratio of consolidated trailing 12-month EBITDA to net interest expense | 2.50 |
Maximum | |
Line of Credit Facility [Line Items] | |
Ratio of total net indebtedness to consolidated trailing 12-month EBITDA | 5.75 |
Ratio of first lien net indebtedness to consolidated trailing 12-month EBITDA | 3.50 |
LIBOR | |
Line of Credit Facility [Line Items] | |
Applicable margin | 3.25% |
DEBT - Permian Transmission Cre
DEBT - Permian Transmission Credit Facility (Narrative) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Mar. 08, 2021 | |
Line of Credit Facility [Line Items] | ||
Debt default amount | $ 0 | |
Credit Agreement | ||
Line of Credit Facility [Line Items] | ||
Borrowing capacity | $ 175,000,000 | |
Interest rate during period (as a percent) | 2.50% | |
Unused portion of the Permian Transmission Credit facility | $ 121,500,000 | |
Borrowing capacity | $ 119,500,000 | |
LIBOR | Credit Agreement | ||
Line of Credit Facility [Line Items] | ||
Applicable margin | 2.375% | |
Commitment fee (as a percent) | 0.70% | |
Term Loan Credit Facility | Credit Agreement | ||
Line of Credit Facility [Line Items] | ||
Borrowing capacity | 160,000,000 | |
Working Capital Credit Facility | Credit Agreement | ||
Line of Credit Facility [Line Items] | ||
Borrowing capacity | $ 15,000,000 |
DEBT - Senior Notes (Narrative)
DEBT - Senior Notes (Narrative) (Details) - USD ($) $ in Millions | Apr. 15, 2023 | Jun. 30, 2021 |
2022 Senior Note | ||
Debt Instrument [Line Items] | ||
Debt issuance costs | $ 5.1 | |
2025 Senior Notes | ||
Debt Instrument [Line Items] | ||
Deferred issuance costs | $ 7.7 | |
Summit Holdings And Finance Corporation | 2022 Senior Note | ||
Debt Instrument [Line Items] | ||
Redemption price, expressed as percentage of principal amount | 100.00% | |
Summit Holdings And Finance Corporation | 2025 Senior Notes | ||
Debt Instrument [Line Items] | ||
Redemption price, expressed as percentage of principal amount | 102.875% | |
Summit Holdings And Finance Corporation | 2025 Senior Notes | Forecast | ||
Debt Instrument [Line Items] | ||
Redemption price, expressed as percentage of principal amount | 100.00% |
DEBT - Schedule of Gain on Exti
DEBT - Schedule of Gain on Extinguishment of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Gain on repurchases of Senior Notes | $ 55,303 | |||
Debt issue costs | (1,068) | |||
Gain on early extinguishment of debt | $ 0 | $ 54,235 | $ 0 | 54,235 |
Maximum | ||||
Debt Instrument [Line Items] | ||||
Gain on early extinguishment of debt | $ 100 | |||
2022 Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Gain on repurchases of Senior Notes | 9,300 | |||
Debt issue costs | (117) | |||
Gain on early extinguishment of debt | 9,183 | |||
2025 Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Gain on repurchases of Senior Notes | 46,003 | |||
Debt issue costs | (951) | |||
Gain on early extinguishment of debt | $ 45,052 |
FINANCIAL INSTRUMENTS - Fair va
FINANCIAL INSTRUMENTS - Fair value of Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
2022 Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 233,417 | $ 233,188 |
2022 Senior Notes | Fair Value | Estimated fair value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 229,171 | 215,713 |
2025 Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 257,310 | 257,138 |
2025 Senior Notes | Fair Value | Estimated fair value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 237,625 | $ 168,002 |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narrative (Details) $ in Millions | Jun. 30, 2021USD ($) |
Concentration Risk [Line Items] | |
Fair value, other assets | $ 2.7 |
Interest Rate Swap | |
Concentration Risk [Line Items] | |
Derivative liability, notional amount | $ 161.5 |
PARTNERS' CAPITAL AND MEZZANI_3
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Partners' Capital and Schedule of Units (Details) - Common Units - shares | Apr. 15, 2021 | Jun. 30, 2021 |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Units, beginning balance (in shares) | 6,110,092 | |
Series A Preferred Unit Exchange Offer, net of shares withheld for taxes (in shares) | 538,715 | |
Common units issued for SMLP LTIP, net (in shares) | 96,119 | |
Units, ending balance (in shares) | 6,744,926 |
PARTNERS' CAPITAL AND MEZZANI_4
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Narrative (Details) $ / shares in Units, $ in Thousands | May 28, 2020$ / sharesshares | May 27, 2020$ / sharesshares | Jun. 30, 2021USD ($)shares | Aug. 04, 2021shares | Apr. 15, 2021shares | Dec. 31, 2020shares | Jun. 30, 2020$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Partners Capital [Line Items] | ||||||||
Preferred units issued (in shares) | 88,321 | 85,308 | ||||||
Subsidiary Series A preferred unitholders, outstanding (in shares) | 88,321 | 85,308 | ||||||
Partners' leverage ratio | 0.5 | |||||||
Maximum period following end of quarter to distribute all available cash | 45 days | |||||||
Common Units | ||||||||
Partners Capital [Line Items] | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 15.345 | $ 1.025 | ||||||
Valuation of warrants | $ | $ 15,500 | |||||||
Common Units | Subsequent Event | ||||||||
Partners Capital [Line Items] | ||||||||
Common units issued in exchange (in shares) | 414,447 | |||||||
Common Units | GP Buy-In | ||||||||
Partners Capital [Line Items] | ||||||||
Number of common units purchased (in shares) | 537,307 | 8,059,609 | ||||||
Common Units | ECP Holdings Warrant | GP Buy-In | ||||||||
Partners Capital [Line Items] | ||||||||
Number of common units purchased (in shares) | 129,360 | 1,940,391 | ||||||
Maximum | Common Units | ||||||||
Partners Capital [Line Items] | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2 | $ 30 | ||||||
Common units issued in exchange (in shares) | 666,667 | 10,000,000 | ||||||
Series A Preferred Units | ||||||||
Partners Capital [Line Items] | ||||||||
Preferred units issued (in shares) | 18,662 | 300,000 | ||||||
Interest in partnership per unit (in dollars per share) | $ / shares | $ 1,000 | |||||||
Accrued and unpaid distributions | $ | 22,100 | |||||||
PIK distributions | $ | 3,013 | |||||||
Redemption amount | $ | $ 110,400 | |||||||
Series A Preferred Units | PIK Distributions | ||||||||
Partners Capital [Line Items] | ||||||||
Preferred units issued (in shares) | 88,321 |
PARTNERS' CAPITAL AND MEZZANI_5
PARTNERS' CAPITAL AND MEZZANINE CAPITAL- Change in Subsidiary (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Series A Preferred Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Redemption accretion | $ 5,008 | $ 0 |
Series A Preferred Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Beginning balance | 89,658 | |
PIK distributions | 3,013 | |
Ending balance | $ 97,679 |
EARNINGS PER UNIT (Details)
EARNINGS PER UNIT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) | $ (19,738) | $ 56,721 | $ (10,750) | $ 60,483 |
Net loss attributable to noncontrolling interest | 0 | 1,393 | 0 | 3,274 |
Net income (loss) attributable to Summit Midstream Partners, LP | (23,827) | 56,717 | (18,771) | 61,415 |
Add: deemed contribution from 2021 Preferred Exchange Offer | $ 8,326 | $ 0 | $ 8,326 | $ 0 |
Common unit - basic (in dollars per share) | $ (2.91) | $ 16.66 | $ (2.91) | $ 15.73 |
Common unit - diluted (in dollars per share) | $ (2.91) | $ 15.92 | $ (2.91) | $ 15.27 |
Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU (in shares) | 169 | 276 | 173 | 201 |
Series A Preferred Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) attributable to limited partners | $ (3,849) | $ (7,125) | $ (8,136) | $ (14,250) |
Series A Preferred Units | Subsidiaries | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) attributable to limited partners | (4,089) | (1,397) | (8,021) | (2,342) |
Common Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) attributable to limited partners | $ (19,350) | $ 49,592 | $ (18,581) | $ 47,165 |
Weighted-average common units outstanding – basic (in shares) | 6,656,000 | 2,977,000 | 6,392,000 | 2,999,000 |
Effect of nonvested phantom units (in shares) | 0 | 139,000 | 0 | 89,000 |
Weighted-average common units outstanding – diluted (in shares) | 6,656,000 | 3,116,000 | 6,392,000 | 3,088,000 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of supplemental cash flow information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental cash flow information: | ||
Cash interest paid | $ 27,869 | $ 44,073 |
Cash paid for taxes | 15 | 0 |
Noncash investing and financing activities: | ||
Capital expenditures in trade accounts payable (period-end accruals) | 6,059 | 12,442 |
Warrant issuance for GP Buy-In Transaction | 0 | 2,300 |
Series A Preferred Units | ||
Noncash investing and financing activities: | ||
Accretion of Subsidiary Series A Preferred Units | $ 5,008 | $ 0 |
UNIT-BASED AND NONCASH COMPEN_2
UNIT-BASED AND NONCASH COMPENSATION (Details) - SMLP LTIP | 6 Months Ended |
Jun. 30, 2021director$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units remaining available (in shares) | 300,000 |
Phantom Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted units (in shares) | 148,822 |
Grant date fair value (in dollars per share) | $ / shares | $ 20.42 |
Vesting period | 3 years |
Common Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued units (in shares) | 40,002 |
Number of directors | director | 6 |
Grant date fair value (in dollars per share) | $ / shares | $ 28.99 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Loss Contingencies [Line Items] | |||
Legal fines and other fees | $ 36,300 | ||
2015 Blacktail Release | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Loss in Period | $ 17,000 | ||
Increase in loss contingency accrual | $ 19,300 | 19,300 | |
Loss contingency accrual | $ 36,300 | $ 36,300 | |
Unpaid penalties and fines, fixed rate (as a percent) | 3.25% | 3.25% | |
Expected payment | $ 3,100 | ||
Natural Resource Damages To Federal and State Governments | 2015 Blacktail Release | |||
Loss Contingencies [Line Items] | |||
Legal fines and other fees | $ 1,250 | ||
Penalties and fines, payment period | 5 years | ||
Damages Payable To Federal Government over Five Years | 2015 Blacktail Release | |||
Loss Contingencies [Line Items] | |||
Legal fines and other fees | $ 25,000 | ||
Penalties and fines, payment period | 5 years | ||
Damages Payable To State Governments Over Six Years | 2015 Blacktail Release | |||
Loss Contingencies [Line Items] | |||
Legal fines and other fees | $ 10,000 | ||
Penalties and fines, payment period | 6 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Environmental Matters (Details) - Meadowlark Midstream Gathering System $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Accrual for Environmental Loss Contingencies [Roll Forward] | |
Accrued environmental remediation, beginning balance | $ 2,929 |
Payments made | (512) |
Additional accruals | 734 |
Accrued environmental remediation, ending balance | $ 3,151 |
RESTRUCTURING (Details)
RESTRUCTURING (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||||
Accrued and unpaid liabilities | $ 10,092,000 | $ 10,092,000 | $ 13,036,000 | ||
2020 Restructuring Activities | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 100,000 | 800,000 | |||
Accrued and unpaid liabilities | 600,000 | 600,000 | |||
2019 Restructuring Activities | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 600,000 | $ 3,300,000 | |||
2019 Restructuring Activities | Maximum | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Accrued and unpaid liabilities | $ 100,000 | $ 100,000 |
SEGMENT INFORMATION - Assets, R
SEGMENT INFORMATION - Assets, Revenues, Depreciation and Amortization, and Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Assets | $ 2,474,045 | $ 2,499,817 |
Equity method investment | 433,440 | 392,740 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 2,282,237 | 2,353,741 |
Reportable Segments | Utica Shale | ||
Segment Reporting Information [Line Items] | ||
Assets | 207,783 | 209,425 |
Reportable Segments | Ohio Gathering | ||
Segment Reporting Information [Line Items] | ||
Assets | 252,537 | 259,888 |
Reportable Segments | Williston Basin | ||
Segment Reporting Information [Line Items] | ||
Assets | 404,719 | 425,873 |
Reportable Segments | DJ Basin | ||
Segment Reporting Information [Line Items] | ||
Assets | 195,089 | 199,920 |
Reportable Segments | Permian Basin | ||
Segment Reporting Information [Line Items] | ||
Assets | 166,712 | 165,765 |
Reportable Segments | Piceance Basin | ||
Segment Reporting Information [Line Items] | ||
Assets | 555,033 | 579,800 |
Reportable Segments | Barnett Shale | ||
Segment Reporting Information [Line Items] | ||
Assets | 326,446 | 336,629 |
Reportable Segments | Marcellus Shale | ||
Segment Reporting Information [Line Items] | ||
Assets | 173,918 | 176,441 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Assets | 191,808 | 146,076 |
Corporate and Other | Double E | ||
Segment Reporting Information [Line Items] | ||
Equity method investment | $ 180,900 | $ 132,900 |
SEGMENT INFORMATION - Adjusted
SEGMENT INFORMATION - Adjusted EBITDA by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 67,767 | $ 72,233 | $ 133,871 | $ 147,421 |
Utica Shale | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 10,652 | 10,693 | 18,372 | 16,621 |
Ohio Gathering | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 6,841 | 7,514 | 13,713 | 15,453 |
Williston Basin | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 9,626 | 12,727 | 20,431 | 28,919 |
DJ Basin | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 5,106 | 4,339 | 10,453 | 10,250 |
Permian Basin | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 461 | 1,828 | 1,170 | 3,409 |
Piceance Basin | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 20,324 | 21,734 | 41,358 | 45,291 |
Barnett Shale | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 8,889 | 8,510 | 16,905 | 17,270 |
Marcellus Shale | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 5,868 | $ 4,888 | $ 11,469 | $ 10,208 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Net Income (Loss) to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting [Abstract] | ||||
Income (loss) before income taxes and equity method investment income | $ (22,290) | $ 53,292 | $ (15,631) | $ 53,730 |
Add: | ||||
Corporate and Other expense | 40,264 | 9,533 | 48,060 | 21,610 |
Interest expense | 15,502 | 21,990 | 29,455 | 45,818 |
Gain on early extinguishment of debt | 0 | (54,235) | 0 | (54,235) |
Depreciation and amortization | 28,598 | 29,866 | 57,344 | 59,766 |
Proportional adjusted EBITDA for equity method investees | 6,841 | 7,514 | 13,713 | 15,453 |
Adjustments related to MVC shortfall payments | 0 | 2,291 | 0 | (3,151) |
Adjustments related to capital reimbursement activity | (2,225) | (237) | (3,470) | (448) |
Unit-based and noncash compensation | 1,048 | 1,846 | 3,015 | 4,569 |
Gain on asset sales, net | (4) | (281) | (140) | (166) |
Long-lived asset impairments | 33 | 654 | 1,525 | 4,475 |
Total of reportable segments' measures of profit | $ 67,767 | $ 72,233 | $ 133,871 | $ 147,421 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Aug. 04, 2021 | |
Subsequent Event [Line Items] | |||
Legal fines and other fees | $ 36,300 | ||
Common Units | |||
Subsequent Event [Line Items] | |||
Valuation of warrants | $ 15,500 | 15,500 | |
2015 Blacktail Release | |||
Subsequent Event [Line Items] | |||
Increase in loss contingency accrual | 19,300 | 19,300 | |
Loss contingency accrual | $ 36,300 | $ 36,300 | |
Unpaid penalties and fines, fixed rate (as a percent) | 3.25% | 3.25% | |
Expected payment | $ 3,100 | ||
2015 Blacktail Release | Natural Resource Damages To Federal and State Governments | |||
Subsequent Event [Line Items] | |||
Legal fines and other fees | $ 1,250 | ||
Penalties and fines, payment period | 5 years | ||
2015 Blacktail Release | Damages Payable To Federal Government over Five Years | |||
Subsequent Event [Line Items] | |||
Legal fines and other fees | $ 25,000 | ||
Penalties and fines, payment period | 5 years | ||
2015 Blacktail Release | Damages Payable To State Governments Over Six Years | |||
Subsequent Event [Line Items] | |||
Legal fines and other fees | $ 10,000 | ||
Penalties and fines, payment period | 6 years | ||
Subsequent Event | Common Units | |||
Subsequent Event [Line Items] | |||
Common units issued in exchange (in shares) | 414,447 |