Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,376,189 | |
Entity Central Index Key | 0001549922 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 17,097 | $ 11,808 |
Restricted cash | 1,798 | 1,723 |
Accounts receivable | 78,915 | 75,287 |
Other current assets | 3,159 | 8,724 |
Total current assets | 100,969 | 97,542 |
Property, plant and equipment, net | 1,695,459 | 1,718,754 |
Intangible assets, net | 182,195 | 198,718 |
Investment in equity method investees | 491,747 | 506,677 |
Other noncurrent assets | 39,144 | 38,273 |
TOTAL ASSETS | 2,509,514 | 2,559,964 |
LIABILITIES AND CAPITAL | ||
Trade accounts payable | 15,496 | 14,052 |
Accrued expenses | 31,542 | 20,601 |
Deferred revenue | 11,262 | 9,054 |
Ad valorem taxes payable | 7,969 | 10,245 |
Accrued compensation and employee benefits | 5,269 | 16,319 |
Accrued interest | 39,468 | 17,355 |
Accrued environmental remediation | 1,365 | 1,365 |
Accrued settlement payable | 6,659 | 6,667 |
Current portion of long-term debt | 14,258 | 10,507 |
Other current liabilities | 9,313 | 11,724 |
Total current liabilities | 142,601 | 117,889 |
Long-term debt, net of issuance costs | 1,440,832 | 1,479,855 |
Noncurrent deferred revenue | 31,280 | 37,694 |
Noncurrent accrued environmental remediation | 1,701 | 2,340 |
Other noncurrent liabilities | 34,546 | 38,784 |
TOTAL LIABILITIES | 1,650,960 | 1,676,562 |
Commitments and contingencies (Note 14) | ||
Mezzanine Capital | ||
Subsidiary Series A Preferred Units (93,039 units issued and outstanding at September 30, 2023 and December 31, 2022) | 122,564 | 118,584 |
Partners' Capital | ||
Series A Preferred Units (65,508 units issued and outstanding at September 30, 2023 and December 31, 2022) | 93,769 | 85,327 |
Common limited partner capital (10,376,189 and 10,182,763 units issued and outstanding at September 30, 2023 and December 31, 2022, respectively) | 642,221 | 679,491 |
Total partners' capital | 735,990 | 764,818 |
TOTAL LIABILITIES AND CAPITAL | $ 2,509,514 | $ 2,559,964 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Partners' Capital | ||
Common limited partner capital (in shares), issued | 10,376,189 | 10,182,763 |
Common limited partner capital (in shares), outstanding | 10,376,189 | 10,182,763 |
Subsidiary Series A Preferred Units | ||
Subsidiary Series A preferred unitholders, issued (in shares) | 93,039,000 | |
Preferred units, outstanding (in shares) | 93,039,000 | |
Series A Preferred Units | ||
Subsidiary Series A preferred unitholders, issued (in shares) | 65,508 | 65,508 |
Preferred units, outstanding (in shares) | 65,508 | 65,508 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 121,193 | $ 88,682 | $ 331,585 | $ 283,871 |
Costs and expenses: | ||||
Cost of natural gas and NGLs | 27,110 | 15,080 | 77,967 | 64,162 |
Operation and maintenance | 26,161 | 21,877 | 75,291 | 61,216 |
General and administrative | 11,098 | 8,550 | 31,897 | 31,983 |
Depreciation and amortization | 30,778 | 28,841 | 90,734 | 89,397 |
Transaction costs | 144 | 1,517 | 926 | 1,750 |
Acquisition integration costs | 171 | 0 | 2,396 | 0 |
Gain on asset sales, net | (40) | (99) | (183) | (409) |
Long-lived asset impairments | 0 | 7,016 | 455 | 91,644 |
Total costs and expenses | 95,422 | 82,782 | 279,483 | 339,743 |
Other income (expense), net | (315) | 0 | 747 | (4) |
Gain on interest rate swaps | 2,856 | 5,527 | 4,851 | 16,491 |
Loss on sale of business | (9) | (85) | (45) | (85) |
Interest expense | (34,568) | (24,932) | (103,966) | (73,982) |
Loss before income taxes and equity method investment income | (6,265) | (13,590) | (46,311) | (113,452) |
Income tax benefit (expense) | (72) | 68 | 180 | (307) |
Income from equity method investees | 10,211 | 5,734 | 22,302 | 14,162 |
Net income (loss) | 3,874 | (7,788) | (23,829) | (99,597) |
Net income (loss) attributable to Summit Midstream Partners, LP | $ 251 | $ (11,066) | $ (32,694) | $ (111,752) |
Net loss per limited partner unit: | ||||
Common unit - basic (in dollars per share) | $ (0.27) | $ (1.28) | $ (3.99) | $ (9.68) |
Common unit - diluted (in dollars per share) | $ (0.27) | $ (1.28) | $ (3.99) | $ (9.68) |
Series A Preferred Units | Subsidiary | ||||
Costs and expenses: | ||||
Less: Net income attributable to Subsidiary Series A Preferred Units | $ (3,623) | $ (3,278) | $ (8,865) | $ (12,155) |
Common Units | ||||
Costs and expenses: | ||||
Net loss attributable to common limited partners | $ (2,753) | $ (13,028) | $ (41,136) | $ (96,848) |
Weighted-average limited partner units outstanding: | ||||
Common units - basic (in shares) | 10,376 | 10,168 | 10,320 | 10,003 |
Common units - diluted (in shares) | 10,376 | 10,168 | 10,320 | 10,003 |
Gathering services and related fees | ||||
Revenues: | ||||
Total revenues | $ 66,035 | $ 61,814 | $ 180,492 | $ 187,465 |
Natural gas, NGLs and condensate sales | ||||
Revenues: | ||||
Total revenues | 45,120 | 16,628 | 130,365 | 67,364 |
Other revenues | ||||
Revenues: | ||||
Total revenues | $ 10,038 | $ 10,240 | $ 20,728 | $ 29,042 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Common Limited Partners Capital | Common Limited Partners Capital Series A Preferred Units |
Beginning balance at Dec. 31, 2021 | $ 904,363 | $ 734,594 | $ 169,769 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | (5,718) | (7,938) | 2,220 |
Unit-based compensation | 1,690 | 1,690 | 0 |
Tax withholdings and associated payments on vested SMLP LTIP awards | (562) | (562) | 0 |
Tax withholdings on 2022 Preferred Exchange Offer | (2,652) | (2,652) | 0 |
Effect of 2022 Preferred Exchange Offer, inclusive of a $20.9 million deemed contribution to common unit holders (Note 10) | 0 | 92,587 | (92,587) |
Ending balance at Mar. 31, 2022 | 897,121 | 817,719 | 79,402 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | (94,968) | (96,856) | 1,888 |
Unit-based compensation | 582 | 582 | 0 |
Tax withholdings and associated payments on vested SMLP LTIP awards | (327) | (327) | 0 |
Ending balance at Jun. 30, 2022 | 802,408 | 721,118 | 81,290 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | (11,066) | (13,028) | 1,962 |
Unit-based compensation | 692 | 692 | 0 |
Tax withholdings and associated payments on vested SMLP LTIP awards | (213) | (213) | 0 |
Ending balance at Sep. 30, 2022 | 791,821 | 708,569 | 83,252 |
Beginning balance at Dec. 31, 2022 | 764,818 | 679,491 | 85,327 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | (15,909) | (18,548) | 2,639 |
Unit-based compensation | 1,929 | 1,929 | 0 |
Tax withholdings and associated payments on vested SMLP LTIP awards | (1,136) | (1,136) | 0 |
Ending balance at Mar. 31, 2023 | 749,702 | 661,736 | 87,966 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | (17,036) | (19,835) | 2,799 |
Unit-based compensation | 1,833 | 1,833 | 0 |
Tax withholdings and associated payments on vested SMLP LTIP awards | (148) | (148) | 0 |
Ending balance at Jun. 30, 2023 | 734,351 | 643,586 | 90,765 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | 251 | (2,753) | 3,004 |
Unit-based compensation | 1,396 | 1,396 | 0 |
Tax withholdings and associated payments on vested SMLP LTIP awards | (8) | (8) | 0 |
Ending balance at Sep. 30, 2023 | $ 735,990 | $ 642,221 | $ 93,769 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (Parenthetical) $ in Millions | 1 Months Ended |
Jan. 31, 2022 USD ($) | |
Statement of Partners' Capital [Abstract] | |
Deemed contribution to common unit holders | $ 20.9 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (23,829) | $ (99,597) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 91,438 | 90,101 |
Noncash lease expense | 3,804 | 675 |
Amortization of debt issuance costs | 9,493 | 6,642 |
Unit-based and noncash compensation | 5,158 | 2,964 |
Income from equity method investees | (22,302) | (14,162) |
Distributions from equity method investees | 40,732 | 31,764 |
Gain on asset sales, net | (183) | (409) |
Foreign currency gain | (83) | 0 |
Loss on earn-out | 420 | 0 |
Loss on sale of business | 45 | 85 |
Unrealized gain on interest rate swaps | (1,074) | (16,870) |
Long-lived asset impairment | 455 | 91,644 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,765) | (1,323) |
Trade accounts payable | 1,525 | 4,284 |
Accrued expenses | 6,718 | (2,040) |
Deferred revenue, net | (4,206) | (4,861) |
Ad valorem taxes payable | (2,277) | (1,769) |
Accrued interest | 22,113 | 21,448 |
Accrued environmental remediation, net | (639) | (1,730) |
Other, net | (12,784) | (10,041) |
Net cash provided by operating activities | 110,759 | 96,805 |
Cash flows from investing activities: | ||
Capital expenditures | (49,863) | (20,955) |
Proceeds from asset sale | 128 | 4,646 |
Investment in Double E equity method investee | (3,500) | (8,444) |
Other, net | (2,611) | 0 |
Net cash provided by (used in) investing activities | (55,846) | 87,438 |
Cash flows from financing activities: | ||
Repayments on Permian Transmission Term Loan | (7,804) | (3,442) |
Repayments on ABL Facility | (70,000) | (205,000) |
Borrowings on ABL Facility | 35,000 | 23,000 |
Distributions on Subsidiary Series A Preferred Units | (4,884) | (1,628) |
Debt issuance costs | (247) | 0 |
Other, net | (1,614) | (2,781) |
Net cash used in financing activities | (49,549) | (189,851) |
Net change in cash, cash equivalents and restricted cash | 5,364 | (5,608) |
Cash, cash equivalents and restricted cash, beginning of period | 13,531 | 19,572 |
Cash, cash equivalents and restricted cash, end of period | 18,895 | 13,964 |
Lane G&P System | ||
Cash flows from investing activities: | ||
Proceeds from sale of business, net of cash sold in transaction | 0 | 75,520 |
Bison Midstream, LLC | ||
Cash flows from investing activities: | ||
Proceeds from sale of business, net of cash sold in transaction | $ 0 | $ 36,671 |
ORGANIZATION, BUSINESS OPERATIO
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 9 Months Ended |
Sep. 30, 2023 | |
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. 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 unaudited 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, 2022. 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 unaudited condensed consolidated financial statements contained in this report include the assets, liabilities and results of operations of SMLP and its subsidiaries and 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP | 9 Months Ended |
Sep. 30, 2023 | |
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 There have been no changes to the Partnership’s significant accounting policies since December 31, 2022. Accounting standards recently implemented. 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. Contract terms that are modified due to the replacement of a reference rate are not required to be remeasured or reassessed under relevant accounting standards. During the quarter ended June 30, 2023, the Partnership amended the terms of its Permian Transmission Credit Facility and Term Loan and interest rate swaps, which replaced its existing LIBOR based terms with SOFR rate terms. The amendments in ASU 2020-4 are effective as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, which amended Topic 848 to defer the sunset date to apply the practical expedients until December 31, 2024. The impact of the change in reference rate did not have a material impact on the Partnership’s consolidated financial statements. See Note 8 - Debt, for additional information. 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 does not expect the provisions of ASU 2020-6 will have a material impact on its consolidated financial statements and disclosures. |
ACQUISTIONS AND DIVESTITURES
ACQUISTIONS AND DIVESTITURES | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DIVESTITURES | 3. ACQUISITIONS AND DIVESTITURES Acquisition of Outrigger DJ. On December 1, 2022, the Partnership completed the acquisition of 100% of the equity interests of Outrigger DJ Midstream LLC (“Outrigger DJ”) from Outrigger Energy II LLC. The acquisition of Outrigger DJ constituted a business combination and was accounted for using the acquisition method of accounting. For tax purposes, the acquisition was accounted for as an acquisition of assets. The acquisition significantly increased the Partnership’s gas processing capacity and footprint in the DJ Basin and diversified its customer base. No material changes were made during nine months ended September 30, 2023 to the provisional purchase accounting measurements initially recorded in December 2022 for the Outrigger DJ acquisition. The provisional measurements are subject to change during the measurement period and such changes could be material. The Partnership continues to assess the fair values of the assets acquired and liabilities assumed. Certain data and assessments necessary to complete the purchase price allocation are still under evaluation, including, but not limited to, the final actualization of accrued liabilities and receivable balances and the valuation of property, plant and equipment and intangible assets. The Partnership will finalize the purchase price allocation during the twelve-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate. Acquisition of Sterling DJ. On December 1, 2022, the Partnership completed the acquisition of 100% of the equity interests in each of Sterling Energy Investments LLC, Grasslands Energy Marketing LLC and Centennial Water Pipelines LLC (collectively, “Sterling DJ”) from Sterling Investment Holdings LLC. The acquisition of Sterling DJ constituted a business combination and was accounted for using the acquisition method of accounting. For tax purposes, the acquisition was accounted for as an acquisition of assets. The acquisition significantly increased the Partnership’s gas processing capacity and footprint in the DJ Basin and diversified its customer base. No material changes were made during nine months ended September 30, 2023 to the provisional purchase accounting measurements initially recorded in December 2022 for the Sterling DJ acquisition. The provisional measurements are subject to change during the measurement period and such changes could be material. The Partnership continues to assess the fair values of the assets acquired and liabilities assumed. Certain data and assessments necessary to complete the purchase price allocation are still under evaluation, including, but not limited to, the final actualization of accrued liabilities and receivable balances and the valuation of property, plant and equipment and intangible assets. The Partnership will finalize the purchase price allocation during the twelve-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate. Divestiture of Lane G&P System. On June 30, 2022, the Partnership completed the sale of Summit Permian, which owns the Lane Gathering and Processing System (“Lane G&P System”), and Permian Finance to Longwood Gathering and Disposal Systems, LP (“Longwood”), a wholly owned subsidiary of Matador ͏Resources Company (“Matador”). In connection with the transaction, the Partnership released, to a subsidiary of Matador, and Matador agreed to assume, take or-pay firm capacity on the Double E Pipeline. During the quarterly period ended June 30, 2022, the Partnership recognized an impairment of $84.5 million related to the disposition of the Lane G&P System based on total cash proceeds received of $77.5 million, including $2.0 million of cash sold in the transaction, net assets of $160.8 million, and other costs to sell of $1.2 million. Divestiture of Bison Midstream. On September 19, 2022, the Partnership completed the sale of Bison Midstream, LLC (“Bison Midstream”), its gas gathering system in Burke and Mountrail Counties, North Dakota to a subsidiary of Steel Reef Infrastructure Corp. (“Steel Reef”), an integrated owner and operator of associated gas capture, gathering and processing assets in North Dakota and Saskatchewan. During the quarterly period ended September 30, 2022, the Partnership recognized an impairment of $6.9 million related to the disposition of Bison Midstream based on total cash proceeds received of $36.7 million and net assets of $43.6 million. The cash proceeds were used to reduce amounts outstanding under the ABL Facility. Pro Forma Information (Unaudited) The following unaudited supplemental pro forma condensed results of operations for the three and nine months ended September 30, 2022 present consolidated information as though the acquisition of Sterling DJ and Outrigger DJ, and the divestiture of the Lane G&P System and Bison Midstream had occurred on January 1, 2021. The unaudited supplemental pro forma financial information was derived from the historical consolidated and combined statements of operations of the Partnership, Sterling DJ, and Outrigger DJ and modified to include required conforming adjustments. These unaudited supplemental pro forma results of operations are provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined entities for the periods presented or that may be achieved in the future. Future results may vary significantly from the results reflected in this unaudited pro forma financial information: Three Months Ended Nine Months Ended 2022 2022 Revenues $ 145,465 $ 394,575 Net loss $ (4,712) $ (13,003) |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 4. REVENUE The following table presents estimated revenue expected to be recognized during the remainder of 2023 and over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated minimum volume commitments. (In thousands) 2023 2024 2025 2026 2027 Thereafter Gathering services and related fees $ 19,180 $ 67,079 $ 46,803 $ 30,527 $ 9,038 $ 6,042 Revenue by category. In the following tables, 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 September 30, 2023 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 18,157 $ — $ — $ 18,157 Rockies 18,383 43,967 5,541 67,891 Permian — — 893 893 Piceance 20,658 937 1,569 23,164 Barnett 8,837 216 2,035 11,088 Total reportable segments 66,035 45,120 10,038 121,193 Corporate and other — — — — Total $ 66,035 $ 45,120 $ 10,038 $ 121,193 Three Months Ended September 30, 2022 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 13,528 $ — $ — $ 13,528 Rockies 17,209 14,111 4,823 36,143 Permian — — 891 891 Piceance 20,406 1,519 1,581 23,506 Barnett 10,671 998 2,622 14,291 Total reportable segments 61,814 16,628 9,917 88,359 Corporate and other — — 323 323 Total $ 61,814 $ 16,628 $ 10,240 $ 88,682 Nine Months Ended September 30, 2023 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 43,717 $ — $ — $ 43,717 Rockies 48,595 125,871 8,885 183,351 Permian — — 2,678 2,678 Piceance 59,791 3,913 4,368 68,072 Barnett 28,389 581 4,835 33,805 Total reportable segments 180,492 130,365 20,766 331,623 Corporate and other — — (38) (38) Total $ 180,492 $ 130,365 $ 20,728 $ 331,585 Nine Months Ended September 30, 2022 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 41,104 $ — $ — $ 41,104 Rockies 51,508 42,697 14,708 108,913 Permian 3,669 17,381 3,208 24,258 Piceance 60,458 5,481 4,132 70,071 Barnett 30,726 1,784 6,356 38,866 Total reportable segments 187,465 67,343 28,404 283,212 Corporate and other — 21 638 659 Total $ 187,465 $ 67,364 $ 29,042 $ 283,871 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT Details on the Partnership’s property, plant and equipment follow. September 30, 2023 December 31, 2022 (In thousands) Gathering and processing systems and related equipment $ 2,315,041 $ 2,262,330 Construction in progress 49,412 59,036 Land and line fill 11,990 11,756 Other 63,976 62,222 Total 2,440,419 2,395,344 Less: accumulated depreciation (744,960) (676,590) Property, plant and equipment, net $ 1,695,459 $ 1,718,754 Depreciation expense and capitalized interest for the Partnership follow. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Depreciation expense $ 23,926 $ 22,474 $ 70,130 $ 70,235 Capitalized interest 351 128 790 711 |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | 6. EQUITY METHOD INVESTMENTS The Partnership has equity method investments in Double E and Ohio Gathering, the balances of which are included in the Investment in equity method investees caption on the unaudited condensed consolidated balance sheets. Details of the Partnership’s equity method investments follow. September 30, 2023 December 31, 2022 (In thousands) Double E $ 277,094 $ 281,640 Ohio Gathering 214,653 225,037 Total $ 491,747 $ 506,677 |
DEFERRED REVENUE
DEFERRED REVENUE | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE | 7. 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. The balances in deferred revenue as of September 30, 2023 and December 31, 2022 are primarily related to contributions in aid of construction which will be recognized as revenue over the life of the contract. An update of current deferred revenue follows. Total (In thousands) Current deferred revenue, December 31, 2022 $ 9,054 Add: additions 8,940 Less: revenue recognized and other (6,732) Current deferred revenue, September 30, 2023 $ 11,262 An update of noncurrent deferred revenue follows. Total (In thousands) Noncurrent deferred revenue, December 31, 2022 $ 37,694 Add: additions 2,215 Less: reclassification to current deferred revenue and other (8,629) Noncurrent deferred revenue, September 30, 2023 $ 31,280 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | 8. DEBT Debt for the Partnership at September 30, 2023 and December 31, 2022, follows: September 30, 2023 December 31, 2022 (In thousands) ABL Facility : Summit Holdings' asset based credit facility due May 1, 2026 $ 295,000 $ 330,000 Permian Transmission Term Loan : Permian Transmission's variable rate senior secured term loan due January 2028 147,549 155,353 2025 Senior Notes : Summit Holdings' 5.75% senior unsecured notes due April 15, 2025 259,463 259,463 2026 Secured Notes : Summit Holdings' and Finance Corp's 8.50% senior second lien notes due October 15, 2026 785,000 785,000 Less: unamortized debt discount and debt issuance costs (31,922) (39,454) Total debt 1,455,090 1,490,362 Less: current portion of Permian Transmission Credit Facility (14,258) (10,507) Total long-term debt $ 1,440,832 $ 1,479,855 ABL Facility. On November 2, 2021, the Partnership, the Partnership’s subsidiary, Summit Holdings, and the subsidiaries of Summit Holdings party thereto entered into a first-lien, senior secured credit facility, consisting of a $400.0 million asset-based revolving credit facility (the “ABL Facility”), subject to a borrowing base comprised of a percentage of eligible accounts receivable of Summit Holdings and its subsidiaries that guarantee the ABL Facility (collectively, the “ABL Facility Subsidiary Guarantors”) and a percentage of eligible above-ground fixed assets including eligible compression units, processing plants, compression stations and related equipment of Summit Holdings and the ABL Facility Subsidiary Guarantors. As of September 30, 2023, the most recent borrowing base determination of eligible assets totaled $715.2 million, an amount greater than the $400.0 million of aggregate commitments. The ABL Facility will mature on May 1, 2026; provided that, (a) if the outstanding amount of the 2025 Senior Notes (or any permitted refinancing indebtedness in respect thereof that has a final maturity, scheduled amortization or any other scheduled repayment, mandatory prepayment, mandatory redemption or sinking fund obligation prior to the date that is 120 days after the Termination Date (as defined in the ABL Agreement)) on such date equals or exceeds $50.0 million, then the ABL Facility will mature on December 13, 2024 and (b) if both (i) any amount of the 2025 Senior Notes (or any permitted refinancing indebtedness in respect thereof that has a final maturity, scheduled amortization or any other scheduled repayment, mandatory prepayment, mandatory redemption or sinking fund obligation prior to the date that is 120 days after the Termination Date) is outstanding on such date and (ii) Liquidity (as defined in the ABL Agreement) is less than an amount equal to the sum of the then aggregate outstanding principal amount of the 2025 Senior Notes (or any permitted refinancing indebtedness in respect thereof that has a final maturity, scheduled amortization or any other scheduled repayment, mandatory prepayment, mandatory redemption or sinking fund obligation prior to the date that is 120 days after the Termination Date) plus the Threshold Amount (as defined in the ABL Agreement) on such date, then the ABL Facility will mature on January 14, 2025. The Partnership is actively pursuing opportunities to refinance parts or the entirety of its capital structure, including the 2025 Senior Notes. If the outstanding amount of the 2025 Senior Notes is expected to equal or exceed $50.0 million by December 13, 2024, then the Partnership will include a December 13, 2024 maturity of the ABL Facility in its going concern assessment under FASB ASC 205-40, Going Concern , starting with the release of the 2023 annual financial statements. As of September 30, 2023, the applicable margin under the adjusted SOFR borrowings was 3.50%, the interest rate was 8.93% and the available borrowing capacity of the ABL Facility totaled $100.7 million after giving effect to the issuance of $4.3 million in outstanding but undrawn irrevocable standby letters of credit. The ABL Facility requires that Summit Holdings not permit (i) the First Lien Net Leverage Ratio (as defined in the ABL Agreement) as of the last day of any fiscal quarter to be greater than 2.50:1.00, or (ii) the Interest Coverage Ratio (as defined in the ABL Agreement) as of the last day of any fiscal quarter to be less than 2.00:1.00. As of September 30, 2023, the First Lien Net Leverage Ratio was 1.16:1.00 and the Interest Coverage Ratio was 2.21:1.00 As of September 30, 2023, the Partnership was in compliance with the financial covenants of the ABL Facility. Permian Transmission Credit Facility. On March 8, 2021, 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 September 30, 2023, the applicable margin under adjusted SOFR borrowings was 2.475%, the average interest rate was 7.69% and the unused portion of the Permian Transmission Credit Facilities totaled $4.5 million, subject to a commitment fee of 0.7% after giving effect to the issuance of $10.5 million in outstanding but undrawn irrevocable standby letters of credit. Summit Permian Transmission, LLC entered into interest rate hedges with notional amounts representing approximately 90% of the Permian Term Loan facility. As of September 30, 2023, the interest rate hedges were at a fixed SOFR rate of 1.23%. As of September 30, 2023, the Partnership was in compliance with the financial covenants of the Permian Transmission Credit Facilities. Permian Transmission Term Loan. In accordance with the terms of the Permian Transmission Credit Facilities, in January 2022, the Permian Term Loan Facility was converted into a Term Loan (the “Permian Transmission Term Loan”). The Permian Transmission Term Loan is due January 2028. As of September 30, 2023, the applicable margin under adjusted SOFR borrowings was 2.475% and the average interest rate was 7.69%. As of September 30, 2023, the Partnership was in compliance with the financial covenants governing the Permian Transmission Term Loan. In accordance with the terms of the Permian Transmission Term Loan, Permian Transmission is required to make mandatory principal repayments. Below is a summary of the remaining mandatory principal repayments as of September 30, 2023: (In thousands) Total 2023 2024 2025 2026 2027 Thereafter Amortizing principal repayments $ 147,549 $ 2,703 $ 15,524 $ 16,580 $ 16,967 $ 17,769 $ 78,006 2026 Secured Notes. In 2021, the Co-Issuers issued $700.0 million of 8.500% Senior Secured Second Lien Notes due 2026 to eligible purchasers pursuant to Rule 144A and Regulation S of the Securities Act, at a price of 98.5% of their face value. Additionally, in November 2022, in connection with the 2022 DJ Acquisitions, the Co-Issuers issued an additional $85.0 million of 2026 Secured Notes at a price of 99.26% of their face value. The Co-Issuers pay interest on the 2026 Secured Notes semi-annually in cash in arrears on April 15 and October 15 of each year, and will be jointly and severally guaranteed, on a senior second-priority secured basis (subject to permitted liens), by the Partnership and each restricted subsidiary of the Partnership (other than the Co-Issuers) that is an obligor under the ABL Agreement, or under the Co-Issuers’ 2025 Senior Notes on the issue date of the 2026 Secured Notes. The 2026 Secured Notes are effectively subordinated to any of our or the guarantors’ current and future secured first lien indebtedness, including indebtedness incurred under the ABL Facility, to the extent of the value of the collateral securing such indebtedness, and our and the guarantors’ current and future debt that is secured by liens on assets other than the collateral, to the extent of the value of such assets. The 2026 Secured Notes are structurally subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee the 2026 Secured Notes. The 2026 Secured Notes are effectively equal to our and the guarantors’ obligations under any future second lien indebtedness and effectively senior to all of our future junior lien indebtedness and existing and future unsecured indebtedness, including our outstanding senior unsecured notes, to the extent of the value of the collateral, and senior to any of our future subordinated indebtedness. The 2026 Secured Notes will mature on October 15, 2026. Before October 15, 2023, the Co-Issuers could have redeemed the 2026 Secured Notes, in whole or in part, at a price equal to 100% of their principal amount, plus a make-whole premium, together with accrued and unpaid interest to, but not including the redemption date. On and after October 15, 2023, the Co-Issuers may redeem all or part of the 2026 Secured Notes at redemption prices (expressed as percentages of principal amount) equal to: (a) 104.250% for the twelve-month period beginning October 15, 2023; (b) 102.125% for the twelve-month period beginning October 15, 2024; and (c) 100.000% for the twelve-month period beginning on October 15, 2025 and at any time thereafter, in each case plus accrued and unpaid interest, if any, to, but not including, the redemption date. As of September 30, 2023, the Partnership was in compliance with the financial covenants governing its 2026 Secured Notes. Starting in the first quarter of 2023 with respect to the fiscal year ended 2022, and continuing annually through the fiscal year ended 2025, the Partnership is required under the terms of the 2026 Secured Notes Indenture to, if it has Excess Cash Flow (as defined in the 2026 Secured Notes Indenture), and subject to its ability to make such an offer under the ABL Facility, offer to purchase an amount of the 2026 Secured Notes, at 100% of the principal amount plus accrued and unpaid interest, equal to 100% of the Excess Cash Flow generated in the prior year. Excess Cash Flow is generally defined as consolidated cash flow minus the sum of capital expenditures and cash payments in respect of permitted investments and permitted restricted payments. Generally, if the Partnership does not offer to purchase designated annual amounts of its 2026 Secured Notes or reduce its first lien capacity under the 2026 Secured Notes Indenture per annum from 2023 through 2025, the interest rate on the 2026 Secured Notes is subject to certain rate escalations. Per the terms of the 2026 Secured Notes Indenture, the designated amounts are to offer to purchase $50.0 million aggregate principal amount of the 2026 Secured Notes by April 1, 2023, otherwise the interest rate shall automatically increase by 50 basis points per annum; $100.0 million aggregate principal amount of the 2026 Secured Notes by April 1, 2024, otherwise the interest rate shall automatically increase by 100 basis points per annum (minus any amount previously increased); and $200.0 million aggregate principal amount of the 2026 Secured Notes by April 1, 2025, otherwise the interest rate shall automatically increase by 200 basis points per annum (minus any amount previously increased). Based on the amount of the Partnership’s Excess Cash Flow for the fiscal year ended 2022, the Partnership was not able to make offers to purchase in the designated amount for the fiscal year ended 2022; as a result, the interest rate on the 2026 Secured Notes increased 50 basis points to 9.00% effective with the first payment on April 1, 2023. To the extent the Partnership makes an offer to purchase, and the offer is not fully accepted by the holders of the 2026 Secured Notes, the Partnership may use any remaining amount not accepted for any purpose not prohibited by the 2026 Secured Notes Indenture or the ABL Facility. 2025 Senior Notes. In February 2017, the Co-Issuers co-issued the 2025 Senior Notes. The Partnership pays interest on the 2025 Senior Notes semi-annually in cash in arrears on April 15 and October 15 of each year. 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 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. The Co-Issuers have the right to redeem all or part of the 2025 Senior Notes at a redemption price of 100.00%, plus accrued and unpaid interest, if any, to, but not including the redemption date. As of September 30, 2023, the Partnership was in compliance with the financial covenants governing its 2025 Senior Notes. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | 9. FINANCIAL INSTRUMENTS Fair Value. A summary of the estimated fair value of our debt financial instruments follows. September 30, 2023 December 31, 2022 Carrying Value (1) Estimated Carrying Value (1) Estimated (In thousands) 2025 Senior Notes $ 259,463 $ 242,814 $ 259,463 $ 221,733 2026 Secured Notes 785,000 754,581 785,000 750,983 ________ (1) Excludes applicable unamortized debt issuance costs and debt discounts. The carrying values on the balance sheets of the ABL Facility and Permian Transmission Term Loan represents their fair value due to their floating interest rates. The fair values of the 2026 Secured Notes and 2025 Senior Notes are based on an average of nonbinding broker quotes as of September 30, 2023 and December 31, 2022. The use of different market assumptions or valuation methodologies may have a material effect on their estimated fair value. Deferred earn-out. As a result of the acquisition of Sterling DJ, the Partnership assumed a deferred earn-out liability, which is remeasured each reporting period. As of September 30, 2023 and December 31, 2022, the estimated fair value of the deferred earn-out liability was $4.9 million and $5.2 million, respectively, and was estimated using a discounted cash flow technique based on estimated future fresh water deliveries and appropriate discount rates. Given the unobservable nature of the inputs, the fair value measurement of the deferred earn-out is deemed to use Level 3 inputs. The deferred earn-out sits within Centennial Water Pipelines LLC, one of the Partnership’s unrestricted subsidiaries. Interest Rate Swaps. In connection with the Permian Transmission Term Loan, formerly the Permian Transmission Credit Facility, the Partnership entered into amortizing interest rate swap agreements. As of September 30, 2023 and December 31, 2022, the outstanding notional amounts of interest rate swaps were $132.8 million and $139.8 million, respectively. These interest rate swaps manage 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. During the quarter ended June 30, 2023, the Partnership amended its interest rate swap agreements to, among other things, replace its LIBOR based terms with a SOFR rate terms. |
PARTNERS' CAPITAL AND MEZZANINE
PARTNERS' CAPITAL AND MEZZANINE CAPITAL | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
PARTNERS' CAPITAL AND MEZZANINE CAPITAL | 10. PARTNERS' CAPITAL AND MEZZANINE CAPITAL Common Units. An update of the number of issued and outstanding common limited partner units is as follows for the period from December 31, 2022 to September 30, 2023. Common Units Units, December 31, 2022 10,182,763 Common units issued for SMLP LTIP, net 193,426 Units, September 30, 2023 10,376,189 Series A Preferred Units. As of September 30, 2023, the Partnership had 65,508 Series A Preferred Units outstanding and $29.9 million of accrued and unpaid distributions on its Series A Preferred Units. Series A Preferred Unit Exchange Offers. In January 2022, the Partnership completed an offer to exchange its Series A Preferred Units for newly issued common units (the “2022 Preferred Exchange Offer”), whereby it issued 2,853,875 SMLP common units, net of units withheld for withholding taxes, in exchange for 77,939 Series A Preferred Units. As a result of the transaction, the Partnership recognized a deemed contribution of $20.9 million from the Series A Preferred Unit holders to the common unit holders. 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 our common units includes adjustments for PIK distributions and redemption accretion. As of September 30, 2023, the Partnership had 93,039 Subsidiary Series A Preferred Units issued and outstanding. If the Subsidiary Series A Preferred Units were redeemed on September 30, 2023, the redemption amount would be $123.9 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, 2023 to September 30, 2023, net of $1.8 million and $2.2 million of unamortized issuance costs at September 30, 2023 and December 31, 2022, respectively: (In thousands) Balance at December 31, 2022 $ 118,584 Redemption accretion, net of issuance cost amortization 8,865 Cash distribution (includes a $1.6 million distribution payable as of September 30, 2023) (4,885) Balance at September 30, 2023 $ 122,564 Cash Distribution Policy. The Partnership suspended its cash distributions to holders of its common units, commencing with respect to the quarter ended 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 |
EARNINGS PER UNIT
EARNINGS PER UNIT | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER UNIT | 11. EARNINGS PER UNIT The following table details the components of EPU. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands, except per-unit amounts) Numerator for basic and diluted EPU: Allocation of net loss among limited partner interests: Net income (loss) $ 3,874 $ (7,788) $ (23,829) $ (99,597) Less: Net income attributable to Subsidiary Series A Preferred Units (3,623) (3,278) (8,865) (12,155) Net income (loss) attributable to Summit Midstream Partners, LP $ 251 $ (11,066) $ (32,694) (111,752) Less: Net income attributable to Series A Preferred Units $ (3,004) $ (1,962) $ (8,442) (6,070) Add: Deemed capital contribution from 2022 Preferred Exchange Offer — — — 20,974 Net loss attributable to common limited partners $ (2,753) $ (13,028) $ (41,136) $ (96,848) Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 10,376 10,168 10,320 10,003 Effect of nonvested phantom units — — — — Weighted-average common units outstanding – diluted 10,376 10,168 10,320 10,003 Net income per limited partner unit: Common unit – basic $ (0.27) $ (1.28) $ (3.99) $ (9.68) Common unit – diluted $ (0.27) $ (1.28) $ (3.99) $ (9.68) Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 160 — 221 — |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 12. SUPPLEMENTAL CASH FLOW INFORMATION Nine Months Ended September 30, 2023 2022 (In thousands) Supplemental cash flow information: Cash interest paid $ 72,749 $ 46,093 Cash paid for taxes $ 15 $ 149 Noncash investing and financing activities: Capital expenditures in trade accounts payable (period-end accruals) $ 7,354 $ 4,102 Accretion of Subsidiary Series A Preferred Units, net of issuance cost amortization $ 8,865 $ 10,554 2022 Preferred Exchange Offer $ — $ 92,587 |
UNIT-BASED AND NONCASH COMPENSA
UNIT-BASED AND NONCASH COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
UNIT-BASED AND NONCASH COMPENSATION | 13. 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 nine-month period ended September 30, 2023, the Partnership granted 212,893 time-based 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 $16.00 per common unit and vest ratably over a 3-year period. • For the nine-month period ended September 30, 2023, the Partnership granted 110,478 performance-based phantom units and associated distribution equivalent rights to certain members of management in connection with the Partnership’s annual incentive compensation award cycle. The grant date fair value of these awards total $2.2 million. • For the nine-month period ended September 30, 2023, the Partnership issued 38,100 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 $16.00 per common unit and vested immediately. • As of September 30, 2023, approximately 0.5 million common units remained available for future issuance under the SMLP LTIP, which includes the impact of 0.7 million granted but unvested phantom units. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. 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. As of September 30, 2023, 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 September 30, 2024. Each of these amounts represent the Partnership’s best estimate for costs expected to be incurred. Neither of these amounts have been discounted to their present value. An update of the Partnership’s undiscounted accrued environmental remediation is as follows and is primarily related to the 2015 Blacktail Release and other environmental remediation activities, as detailed below. (In thousands) Accrued environmental remediation, December 31, 2022 $ 3,705 Payments made (579) Changes in estimates (60) Accrued environmental remediation, September 30, 2023 $ 3,066 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”). On August 4, 2021, subsidiaries of the Partnership entered into the following agreements to resolve the U.S. federal and North Dakota state governments’ environmental claims with respect to the 2015 Blacktail Release: (i) a Consent Decree with the U.S. Department of Justice (“DOJ”), the U.S. Environmental Protection Agency (“EPA”), and the State of North Dakota (“Consent Decree”); (ii) a Plea Agreement with the United States (“Plea Agreement”); and (iii) a Consent Agreement with the North Dakota Industrial Commission (“Consent Agreement” together with the Consent Decree and Plea Agreement, the “Global Settlement”). As of September 30, 2023 and December 31, 2022, the accrued loss liability for the 2015 Blacktail Release were $25.5 million and $28.3 million, respectively and are recorded within Other noncurrent liabilities and Accrued settlement payable within the unaudited condensed consolidated balance sheets. Key terms of the Global Settlement included (i) payment of penalties and fines totaling $36.3 million, consisting of $1.25 million in natural resource damages payable to federal and state governments, a $25.0 million payable to the federal government over 5 years, and a $10.0 million payable to state governments over, for the federal and state civil amounts, six years and, for the federal criminal amounts, five years, with interest applied to unpaid amounts accruing at, for the federal and state civil amounts, a fixed rate of 3.25% and, for the federal criminal amounts, a variable rate set by statute, and of which $6.7 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 by Defendant subsidiary for (a) one charge of negligent discharge of a harmful quantity of oil and (b) 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 on December 6, 2021, including payment in full of certain components of the fines and penalty amounts. The agreements comprising the Global Settlement were subject to the approval of the U.S. District Court for the District of North Dakota (the “U.S. District Court”). The U.S. District Court entered an order making the civil components of the Global Settlement effective on September 28, 2021 and accepted the sentencing in the Plea Agreement on December 6, 2021, completing approval of the Global Settlement. Subsidiaries of the Partnership are also participating in two proceedings before the EPA as a result of the Plea Agreement becoming effective. Following the U.S. District Court’s entering judgment on Defendant subsidiary’s guilty plea to one count of negligent discharge of produced water in violation of the Clean Water Act, Defendant subsidiary was statutorily debarred by operation of law pursuant to 33 U.S.C. § 1368(a) to participate in federal awards performed at the “violating facility,” which EPA determined to be the Marmon subsystem of the produced water gathering system in North Dakota. The scope and effect of the debarment as defined do not materially affect our operations. Defendant has submitted a petition for reinstatement, which was denied by the EPA’s suspension and debarment office (“SDO”) on July 11, 2022. The SDO determined that the term of probation in the Plea Agreement was the appropriate period of time to demonstrate Defendant subsidiary’s change of corporate attitude, policies, practices, and procedures. The Partnership and certain subsidiaries have also received a show cause notice from the EPA requesting us to “show cause” why SDO should not issue a Notice of Proposed Debarment to the Defendant subsidiary and certain affiliates under 2 C.F.R. § 180.800(d), to which we have responded, and in which proceeding no further developments have occurred. Legal Proceedings. The Partnership is involved in various litigation and administrative proceedings arising in the ordinary course of business. In the opinion of management, any liabilities, which include insured claims, would not individually or in the aggregate have a material adverse effect on the Partnership's financial position or results of operations. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 15. SEGMENT INFORMATION As of September 30, 2023, the Partnership’s reportable segments are: • Rockies – Includes the Partnership’s wholly owned midstream assets located in the Williston Basin and the DJ Basin. In September 2022, the Partnership completed the sale of Bison Midstream and its gas gathering system in Burke and Mountrail Counties, North Dakota to a subsidiary of Steel Reef. Additionally, in December 2022 the Partnership completed the acquisitions of Sterling DJ and Outrigger DJ and their related midstream infrastructure. For additional information regarding these acquisitions and divestitures, see Note 3 - Acquisitions and Divestitures. • Permian – Includes the Partnership’s equity method investment in Double E and its wholly owned Lane G&P System, which was sold on June 30, 2022 to Matador. For additional information regarding the sale of the Lane G&P System, see Note 3 - Acquisitions and Divestitures. • Northeast – Includes the Partnership’s wholly owned midstream assets located in the Utica and Marcellus shale plays and the equity method investment in Ohio Gathering that is focused on the Utica Shale. • Piceance – Includes the Partnership’s wholly owned midstream assets located in the Piceance Basin. • Barnett – Includes the Partnership’s wholly owned midstream assets located in the Barnett Shale. Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable; or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items and transaction costs. Assets by reportable segment follow. September 30, 2023 December 31, 2022 (In thousands) Assets: Rockies $ 896,333 $ 886,629 Permian 295,375 298,906 Northeast 577,572 591,091 Piceance 445,302 475,719 Barnett 283,702 295,473 Total reportable segment assets 2,498,284 2,547,818 Corporate and Other 11,230 12,146 Total assets $ 2,509,514 $ 2,559,964 Segment adjusted EBITDA by reportable segment follows. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Reportable segment adjusted EBITDA Rockies $ 24,998 $ 14,262 $ 64,986 $ 43,991 Permian 5,840 4,882 16,283 13,848 Northeast 27,751 19,353 65,806 57,989 Piceance 15,292 14,249 43,640 45,367 Barnett 6,084 7,864 20,380 24,397 Total of reportable segments' measures of profit $ 79,965 $ 60,610 $ 211,095 $ 185,592 A reconciliation of income or loss before income taxes and income from equity method investees to total of reportable segments' measures of profit follows. Three Months Ended Nine Months Ended 2023 2022 2023 2022 (In thousands) Reconciliation of loss before income taxes and income from equity method investees to total of reportable segments' measures of profit: Loss before income taxes and income from equity method investees $ (6,265) $ (13,590) $ (46,311) $ (113,452) Add: Corporate and Other expense 5,487 2,151 20,695 11,778 Interest expense 34,568 24,932 103,966 73,982 Depreciation and amortization (1) 31,013 29,076 91,438 90,101 Proportional adjusted EBITDA for equity method investees 16,917 11,949 42,655 33,807 Adjustments related to capital reimbursement activity (3,111) (1,517) (6,778) (4,823) Unit-based and noncash compensation 1,396 692 5,158 2,964 Gain on asset sales, net (40) (99) (183) (409) Long-lived asset impairment — 7,016 455 91,644 Total of reportable segments' measures of profit $ 79,965 $ 60,610 $ 211,095 $ 185,592 ________ (1) Includes the amortization expense associated with our favorable gas gathering contracts as reported in other revenues. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 unaudited 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 unaudited condensed consolidated financial statements contained in this report include the assets, liabilities and results of operations of SMLP and its subsidiaries and 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. |
Accounting standards recently implemented and New accounting standards not yet implemented | Accounting standards recently implemented. 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. Contract terms that are modified due to the replacement of a reference rate are not required to be remeasured or reassessed under relevant accounting standards. During the quarter ended June 30, 2023, the Partnership amended the terms of its Permian Transmission Credit Facility and Term Loan and interest rate swaps, which replaced its existing LIBOR based terms with SOFR rate terms. The amendments in ASU 2020-4 are effective as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU 2022-06, which amended Topic 848 to defer the sunset date to apply the practical expedients until December 31, 2024. The impact of the change in reference rate did not have a material impact on the Partnership’s consolidated financial statements. See Note 8 - Debt, for additional information. 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 does not expect the provisions of ASU 2020-6 will have a material impact on its consolidated financial statements and disclosures. |
ACQUISTIONS AND DIVESTITURES (T
ACQUISTIONS AND DIVESTITURES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Pro Forma Information | The following unaudited supplemental pro forma condensed results of operations for the three and nine months ended September 30, 2022 present consolidated information as though the acquisition of Sterling DJ and Outrigger DJ, and the divestiture of the Lane G&P System and Bison Midstream had occurred on January 1, 2021. The unaudited supplemental pro forma financial information was derived from the historical consolidated and combined statements of operations of the Partnership, Sterling DJ, and Outrigger DJ and modified to include required conforming adjustments. These unaudited supplemental pro forma results of operations are provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined entities for the periods presented or that may be achieved in the future. Future results may vary significantly from the results reflected in this unaudited pro forma financial information: Three Months Ended Nine Months Ended 2022 2022 Revenues $ 145,465 $ 394,575 Net loss $ (4,712) $ (13,003) |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 2023 and over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated minimum volume commitments. (In thousands) 2023 2024 2025 2026 2027 Thereafter Gathering services and related fees $ 19,180 $ 67,079 $ 46,803 $ 30,527 $ 9,038 $ 6,042 |
Schedule of Disaggregated Revenue by Geographic Area and Major Products and Services Reportable Segments | Revenue by category. In the following tables, 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 September 30, 2023 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 18,157 $ — $ — $ 18,157 Rockies 18,383 43,967 5,541 67,891 Permian — — 893 893 Piceance 20,658 937 1,569 23,164 Barnett 8,837 216 2,035 11,088 Total reportable segments 66,035 45,120 10,038 121,193 Corporate and other — — — — Total $ 66,035 $ 45,120 $ 10,038 $ 121,193 Three Months Ended September 30, 2022 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 13,528 $ — $ — $ 13,528 Rockies 17,209 14,111 4,823 36,143 Permian — — 891 891 Piceance 20,406 1,519 1,581 23,506 Barnett 10,671 998 2,622 14,291 Total reportable segments 61,814 16,628 9,917 88,359 Corporate and other — — 323 323 Total $ 61,814 $ 16,628 $ 10,240 $ 88,682 Nine Months Ended September 30, 2023 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 43,717 $ — $ — $ 43,717 Rockies 48,595 125,871 8,885 183,351 Permian — — 2,678 2,678 Piceance 59,791 3,913 4,368 68,072 Barnett 28,389 581 4,835 33,805 Total reportable segments 180,492 130,365 20,766 331,623 Corporate and other — — (38) (38) Total $ 180,492 $ 130,365 $ 20,728 $ 331,585 Nine Months Ended September 30, 2022 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 41,104 $ — $ — $ 41,104 Rockies 51,508 42,697 14,708 108,913 Permian 3,669 17,381 3,208 24,258 Piceance 60,458 5,481 4,132 70,071 Barnett 30,726 1,784 6,356 38,866 Total reportable segments 187,465 67,343 28,404 283,212 Corporate and other — 21 638 659 Total $ 187,465 $ 67,364 $ 29,042 $ 283,871 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Details on the Partnership’s property, plant and equipment follow. September 30, 2023 December 31, 2022 (In thousands) Gathering and processing systems and related equipment $ 2,315,041 $ 2,262,330 Construction in progress 49,412 59,036 Land and line fill 11,990 11,756 Other 63,976 62,222 Total 2,440,419 2,395,344 Less: accumulated depreciation (744,960) (676,590) Property, plant and equipment, net $ 1,695,459 $ 1,718,754 |
Schedule Of Depreciation Expense And Capitalized Interest Costs | Depreciation expense and capitalized interest for the Partnership follow. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Depreciation expense $ 23,926 $ 22,474 $ 70,130 $ 70,235 Capitalized interest 351 128 790 711 |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | Details of the Partnership’s equity method investments follow. September 30, 2023 December 31, 2022 (In thousands) Double E $ 277,094 $ 281,640 Ohio Gathering 214,653 225,037 Total $ 491,747 $ 506,677 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable | An update of current deferred revenue follows. Total (In thousands) Current deferred revenue, December 31, 2022 $ 9,054 Add: additions 8,940 Less: revenue recognized and other (6,732) Current deferred revenue, September 30, 2023 $ 11,262 An update of noncurrent deferred revenue follows. Total (In thousands) Noncurrent deferred revenue, December 31, 2022 $ 37,694 Add: additions 2,215 Less: reclassification to current deferred revenue and other (8,629) Noncurrent deferred revenue, September 30, 2023 $ 31,280 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt for the Partnership at September 30, 2023 and December 31, 2022, follows: September 30, 2023 December 31, 2022 (In thousands) ABL Facility : Summit Holdings' asset based credit facility due May 1, 2026 $ 295,000 $ 330,000 Permian Transmission Term Loan : Permian Transmission's variable rate senior secured term loan due January 2028 147,549 155,353 2025 Senior Notes : Summit Holdings' 5.75% senior unsecured notes due April 15, 2025 259,463 259,463 2026 Secured Notes : Summit Holdings' and Finance Corp's 8.50% senior second lien notes due October 15, 2026 785,000 785,000 Less: unamortized debt discount and debt issuance costs (31,922) (39,454) Total debt 1,455,090 1,490,362 Less: current portion of Permian Transmission Credit Facility (14,258) (10,507) Total long-term debt $ 1,440,832 $ 1,479,855 |
Schedule of Maturities of Long-term Debt | Below is a summary of the remaining mandatory principal repayments as of September 30, 2023: (In thousands) Total 2023 2024 2025 2026 2027 Thereafter Amortizing principal repayments $ 147,549 $ 2,703 $ 15,524 $ 16,580 $ 16,967 $ 17,769 $ 78,006 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | A summary of the estimated fair value of our debt financial instruments follows. September 30, 2023 December 31, 2022 Carrying Value (1) Estimated Carrying Value (1) Estimated (In thousands) 2025 Senior Notes $ 259,463 $ 242,814 $ 259,463 $ 221,733 2026 Secured Notes 785,000 754,581 785,000 750,983 ________ (1) Excludes applicable unamortized debt issuance costs and debt discounts. |
PARTNERS' CAPITAL AND MEZZANI_2
PARTNERS' CAPITAL AND MEZZANINE CAPITAL (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule Of Partner Units Activity | An update of the number of issued and outstanding common limited partner units is as follows for the period from December 31, 2022 to September 30, 2023. Common Units Units, December 31, 2022 10,182,763 Common units issued for SMLP LTIP, net 193,426 Units, September 30, 2023 10,376,189 |
Schedule of 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, 2023 to September 30, 2023, net of $1.8 million and $2.2 million of unamortized issuance costs at September 30, 2023 and December 31, 2022, respectively: (In thousands) Balance at December 31, 2022 $ 118,584 Redemption accretion, net of issuance cost amortization 8,865 Cash distribution (includes a $1.6 million distribution payable as of September 30, 2023) (4,885) Balance at September 30, 2023 $ 122,564 |
EARNINGS PER UNIT (Tables)
EARNINGS PER UNIT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table details the components of EPU. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands, except per-unit amounts) Numerator for basic and diluted EPU: Allocation of net loss among limited partner interests: Net income (loss) $ 3,874 $ (7,788) $ (23,829) $ (99,597) Less: Net income attributable to Subsidiary Series A Preferred Units (3,623) (3,278) (8,865) (12,155) Net income (loss) attributable to Summit Midstream Partners, LP $ 251 $ (11,066) $ (32,694) (111,752) Less: Net income attributable to Series A Preferred Units $ (3,004) $ (1,962) $ (8,442) (6,070) Add: Deemed capital contribution from 2022 Preferred Exchange Offer — — — 20,974 Net loss attributable to common limited partners $ (2,753) $ (13,028) $ (41,136) $ (96,848) Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 10,376 10,168 10,320 10,003 Effect of nonvested phantom units — — — — Weighted-average common units outstanding – diluted 10,376 10,168 10,320 10,003 Net income per limited partner unit: Common unit – basic $ (0.27) $ (1.28) $ (3.99) $ (9.68) Common unit – diluted $ (0.27) $ (1.28) $ (3.99) $ (9.68) Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 160 — 221 — |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Nine Months Ended September 30, 2023 2022 (In thousands) Supplemental cash flow information: Cash interest paid $ 72,749 $ 46,093 Cash paid for taxes $ 15 $ 149 Noncash investing and financing activities: Capital expenditures in trade accounts payable (period-end accruals) $ 7,354 $ 4,102 Accretion of Subsidiary Series A Preferred Units, net of issuance cost amortization $ 8,865 $ 10,554 2022 Preferred Exchange Offer $ — $ 92,587 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Accrued Environmental Remediation | An update of the Partnership’s undiscounted accrued environmental remediation is as follows and is primarily related to the 2015 Blacktail Release and other environmental remediation activities, as detailed below. (In thousands) Accrued environmental remediation, December 31, 2022 $ 3,705 Payments made (579) Changes in estimates (60) Accrued environmental remediation, September 30, 2023 $ 3,066 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Assets from Segment to Consolidated | Assets by reportable segment follow. September 30, 2023 December 31, 2022 (In thousands) Assets: Rockies $ 896,333 $ 886,629 Permian 295,375 298,906 Northeast 577,572 591,091 Piceance 445,302 475,719 Barnett 283,702 295,473 Total reportable segment assets 2,498,284 2,547,818 Corporate and Other 11,230 12,146 Total assets $ 2,509,514 $ 2,559,964 |
Schedule of Reconciliation of Revenue from Segments to Consolidated | Segment adjusted EBITDA by reportable segment follows. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (In thousands) Reportable segment adjusted EBITDA Rockies $ 24,998 $ 14,262 $ 64,986 $ 43,991 Permian 5,840 4,882 16,283 13,848 Northeast 27,751 19,353 65,806 57,989 Piceance 15,292 14,249 43,640 45,367 Barnett 6,084 7,864 20,380 24,397 Total of reportable segments' measures of profit $ 79,965 $ 60,610 $ 211,095 $ 185,592 |
Schedule of Reconciliation of Net Income to Adjusted EBITDA | A reconciliation of income or loss before income taxes and income from equity method investees to total of reportable segments' measures of profit follows. Three Months Ended Nine Months Ended 2023 2022 2023 2022 (In thousands) Reconciliation of loss before income taxes and income from equity method investees to total of reportable segments' measures of profit: Loss before income taxes and income from equity method investees $ (6,265) $ (13,590) $ (46,311) $ (113,452) Add: Corporate and Other expense 5,487 2,151 20,695 11,778 Interest expense 34,568 24,932 103,966 73,982 Depreciation and amortization (1) 31,013 29,076 91,438 90,101 Proportional adjusted EBITDA for equity method investees 16,917 11,949 42,655 33,807 Adjustments related to capital reimbursement activity (3,111) (1,517) (6,778) (4,823) Unit-based and noncash compensation 1,396 692 5,158 2,964 Gain on asset sales, net (40) (99) (183) (409) Long-lived asset impairment — 7,016 455 91,644 Total of reportable segments' measures of profit $ 79,965 $ 60,610 $ 211,095 $ 185,592 ________ (1) Includes the amortization expense associated with our favorable gas gathering contracts as reported in other revenues. |
ACQUISTIONS AND DIVESTITURES -
ACQUISTIONS AND DIVESTITURES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 01, 2022 | |
Lane G&P System | |||||
Business Acquisition [Line Items] | |||||
Proceeds from sale of business, net of cash sold in transaction | $ 0 | $ 75,520 | |||
Bison Midstream, LLC | |||||
Business Acquisition [Line Items] | |||||
Proceeds from sale of business, net of cash sold in transaction | $ 0 | 36,671 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Lane G&P System | |||||
Business Acquisition [Line Items] | |||||
Impairment on disposition | $ 84,500 | ||||
Proceeds from sale of business, net of cash sold in transaction | 77,500 | ||||
Cash sold, working capital and other miscellaneous adjustments | 2,000 | ||||
Net book value of assets and liabilities divested | 160,800 | ||||
Other costs to sell | $ 1,200 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Bison Midstream, LLC | |||||
Business Acquisition [Line Items] | |||||
Impairment on disposition | $ 6,900 | ||||
Proceeds from sale of business, net of cash sold in transaction | 36,700 | ||||
Net book value of assets and liabilities divested | $ 43,600 | $ 43,600 | |||
Outrigger DJ | |||||
Business Acquisition [Line Items] | |||||
Ownership interest (as a percent) | 100% | ||||
Sterling DJ | |||||
Business Acquisition [Line Items] | |||||
Ownership interest (as a percent) | 100% |
ACQUISTIONS AND DIVESTITURES _2
ACQUISTIONS AND DIVESTITURES - Schedule of Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 145,465 | $ 394,575 |
Net loss | $ (4,712) | $ (13,003) |
REVENUE - Schedule of Estimated
REVENUE - Schedule of Estimated Revenue Expected to be Recognized (Details) - Gathering services and related fees $ in Thousands | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 19,180 |
Revenue, remaining performance obligation, expected timing of satisfaction | 3 months |
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 | $ 67,079 |
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 | $ 46,803 |
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 | $ 30,527 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 9,038 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 6,042 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 121,193 | $ 88,682 | $ 331,585 | $ 283,871 |
Reportable Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 121,193 | 88,359 | 331,623 | 283,212 |
Reportable Segments | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 18,157 | 13,528 | 43,717 | 41,104 |
Reportable Segments | Rockies | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 67,891 | 36,143 | 183,351 | 108,913 |
Reportable Segments | Permian | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 893 | 891 | 2,678 | 24,258 |
Reportable Segments | Piceance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 23,164 | 23,506 | 68,072 | 70,071 |
Reportable Segments | Barnett | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 11,088 | 14,291 | 33,805 | 38,866 |
Segment Reconciling Items | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 323 | (38) | 659 |
Gathering services and related fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 66,035 | 61,814 | 180,492 | 187,465 |
Gathering services and related fees | Reportable Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 66,035 | 61,814 | 180,492 | 187,465 |
Gathering services and related fees | Reportable Segments | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 18,157 | 13,528 | 43,717 | 41,104 |
Gathering services and related fees | Reportable Segments | Rockies | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 18,383 | 17,209 | 48,595 | 51,508 |
Gathering services and related fees | Reportable Segments | Permian | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 3,669 |
Gathering services and related fees | Reportable Segments | Piceance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,658 | 20,406 | 59,791 | 60,458 |
Gathering services and related fees | Reportable Segments | Barnett | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 8,837 | 10,671 | 28,389 | 30,726 |
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 | 45,120 | 16,628 | 130,365 | 67,364 |
Natural gas, NGLs and condensate sales | Reportable Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 45,120 | 16,628 | 130,365 | 67,343 |
Natural gas, NGLs and condensate sales | Reportable Segments | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Natural gas, NGLs and condensate sales | Reportable Segments | Rockies | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 43,967 | 14,111 | 125,871 | 42,697 |
Natural gas, NGLs and condensate sales | Reportable Segments | Permian | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 17,381 |
Natural gas, NGLs and condensate sales | Reportable Segments | Piceance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 937 | 1,519 | 3,913 | 5,481 |
Natural gas, NGLs and condensate sales | Reportable Segments | Barnett | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 216 | 998 | 581 | 1,784 |
Natural gas, NGLs and condensate sales | Segment Reconciling Items | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 21 |
Other revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 10,038 | 10,240 | 20,728 | 29,042 |
Other revenues | Reportable Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 10,038 | 9,917 | 20,766 | 28,404 |
Other revenues | Reportable Segments | Northeast | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other revenues | Reportable Segments | Rockies | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 5,541 | 4,823 | 8,885 | 14,708 |
Other revenues | Reportable Segments | Permian | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 893 | 891 | 2,678 | 3,208 |
Other revenues | Reportable Segments | Piceance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,569 | 1,581 | 4,368 | 4,132 |
Other revenues | Reportable Segments | Barnett | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,035 | 2,622 | 4,835 | 6,356 |
Other revenues | Segment Reconciling Items | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 0 | $ 323 | $ (38) | $ 638 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 2,440,419 | $ 2,395,344 |
Less: accumulated depreciation | (744,960) | (676,590) |
Property, plant and equipment, net | 1,695,459 | 1,718,754 |
Gathering and processing systems and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,315,041 | 2,262,330 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total | 49,412 | 59,036 |
Land and line fill | ||
Property, Plant and Equipment [Line Items] | ||
Total | 11,990 | 11,756 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 63,976 | $ 62,222 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Schedule of Depreciation Expense and Capitalized Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 23,926 | $ 22,474 | $ 70,130 | $ 70,235 |
Capitalized interest | $ 351 | $ 128 | $ 790 | $ 711 |
EQUITY METHOD INVESTMENTS - Sch
EQUITY METHOD INVESTMENTS - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Investment in equity method investees | $ 491,747 | $ 506,677 |
Double E | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment in equity method investees | 277,094 | 281,640 |
Ohio Gathering | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment in equity method investees | $ 214,653 | $ 225,037 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Change in Contract with Customer, Liability, Current [Roll Forward] | |
Current deferred revenue, beginning balance | $ 9,054 |
Add: additions | 8,940 |
Less: revenue recognized and other | (6,732) |
Current deferred revenue, ending balance | 11,262 |
Change in Contract with Customer, Liability, Noncurrent [Roll Forward] | |
Noncurrent deferred revenue, beginning balance | 37,694 |
Add: additions | 2,215 |
Less: reclassification to current deferred revenue and other | (8,629) |
Noncurrent deferred revenue, ending balance | $ 31,280 |
DEBT - Components of Long-Term
DEBT - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Less: unamortized debt discount and debt issuance costs | $ (31,922) | $ (39,454) |
Total debt | 1,455,090 | 1,490,362 |
Less: current portion of Permian Transmission Credit Facility | (14,258) | (10,507) |
Total long-term debt | 1,440,832 | 1,479,855 |
ABL Facility: Summit Holdings' asset based credit facility due May 1, 2026 | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Secured notes | 295,000 | 330,000 |
Permian Transmission Term Loan: Permian Transmission's variable rate senior secured term loan due January 2028 | ||
Line of Credit Facility [Line Items] | ||
Term loan | 147,549 | |
Permian Transmission Term Loan: Permian Transmission's variable rate senior secured term loan due January 2028 | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Term loan | $ 147,549 | $ 155,353 |
2025 Senior Notes: Summit Holdings' 5.75% senior unsecured notes due April 15, 2025 | ||
Line of Credit Facility [Line Items] | ||
Stated interest rate (as a percent) | 5.75% | 5.75% |
2025 Senior Notes: Summit Holdings' 5.75% senior unsecured notes due April 15, 2025 | Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Unsecured notes | $ 259,463 | $ 259,463 |
2026 Secured Notes: Summit Holdings' and Finance Corp's 8.50% senior second lien notes due October 15, 2026 | ||
Line of Credit Facility [Line Items] | ||
Stated interest rate (as a percent) | 8.50% | 8.50% |
2026 Secured Notes: Summit Holdings' and Finance Corp's 8.50% senior second lien notes due October 15, 2026 | Secured Debt | ||
Line of Credit Facility [Line Items] | ||
Unsecured notes | $ 785,000 | $ 785,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Nov. 30, 2021 USD ($) | Feb. 28, 2017 | Sep. 30, 2023 USD ($) | Dec. 31, 2022 | Nov. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 02, 2021 USD ($) | Mar. 08, 2021 USD ($) | |
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin (as a percent) | 3.50% | |||||||
ABL Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | $ 400,000,000 | $ 400,000,000 | ||||||
Borrowing base capacity | $ 715,200,000 | |||||||
Mandatory redemption period | 120 days | |||||||
Maximum amount of debt outstanding for maturity to occur | $ 50,000,000 | |||||||
Debt instrument, interest rate | 8.93% | |||||||
Unused portion under the facility | $ 100,700,000 | |||||||
First lien net leverage ratio (as a percent) | 1.16 | 2.50 | ||||||
Interest coverage ratio | 2.21 | 2 | ||||||
ABL Facility | Standby Letters of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Secured notes | $ 4,300,000 | |||||||
Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | $ 175,000,000 | |||||||
Interest rate during period (as a percent) | 7.69% | |||||||
Unused portion of the permian transmission credit facility | $ 4,500,000 | |||||||
Percentage of debt instrument | 90% | |||||||
Credit Agreement | Standby Letters of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Unused portion of the permian transmission credit facility | $ 10,500,000 | |||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin (as a percent) | 2.475% | |||||||
Commitment fee (as a percent) | 0.70% | |||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Summit Permian Transmissions, LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin (as a percent) | 1.23% | |||||||
Credit Agreement | Term Loan Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | 160,000,000 | |||||||
Credit Agreement | Working Capital Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity | $ 15,000,000 | |||||||
Permian Transmission Term Loan: Permian Transmission's variable rate senior secured term loan due January 2028 | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate during period (as a percent) | 7.69% | |||||||
Permian Transmission Term Loan: Permian Transmission's variable rate senior secured term loan due January 2028 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Applicable margin (as a percent) | 2.475% | |||||||
Senior Secured Second Lien Notes Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt offering | $ 700,000,000 | |||||||
Stated interest rate (as a percent) | 8.50% | |||||||
2026 Secured Notes: Summit Holdings' and Finance Corp's 8.50% senior second lien notes due October 15, 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt offering | $ 85,000,000 | |||||||
Stated interest rate (as a percent) | 8.50% | 8.50% | ||||||
Debt issued as a percent of face value | 99.26% | 98.50% | ||||||
Secured Notes Indenture, 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 9% | |||||||
Redemption price, expressed as percentage of principal amount | 100% | |||||||
Debt instrument, principal interest rate | 100% | |||||||
Debt instrument, covenant, excess cash flow offer to purchase, period one | $ 50,000,000 | |||||||
Debt instrument, covenant, excess cash flow offer to purchase, basis point increase, period one | 0.50% | 0.50% | ||||||
Debt instrument, covenant, excess cash flow offer to purchase, period two | $ 100,000,000 | |||||||
Debt instrument, covenant, excess cash flow offer to purchase, basis point increase, period two | 1% | |||||||
Debt instrument, covenant, excess cash flow offer to purchase, period three | $ 200,000,000 | |||||||
Debt instrument, covenant, excess cash flow offer to purchase, basis point increase, period three | 2% | |||||||
Secured Notes Indenture, 2026 | Beginning October 15, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption price, expressed as percentage of principal amount | 104.25% | |||||||
Secured Notes Indenture, 2026 | Beginning October 15, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption price, expressed as percentage of principal amount | 102.125% | |||||||
Secured Notes Indenture, 2026 | Beginning October 15, 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption price, expressed as percentage of principal amount | 100% | |||||||
2025 Senior Notes | Beginning October 15, 2025 | Summit Holdings And Finance Corporation | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption price, expressed as percentage of principal amount | 100% |
DEBT - Schedule of Maturities (
DEBT - Schedule of Maturities (Details) - Permian Transmission Term Loan: Permian Transmission's variable rate senior secured term loan due January 2028 $ in Thousands | Sep. 30, 2023 USD ($) |
Debt | |
Amortizing principal repayments | $ 147,549 |
2023 | 2,703 |
2024 | 15,524 |
2025 | 16,580 |
2026 | 16,967 |
2027 | 17,769 |
Thereafter | $ 78,006 |
FINANCIAL INSTRUMENTS - Fair Va
FINANCIAL INSTRUMENTS - Fair Value of Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
2025 Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 259,463 | $ 259,463 |
2025 Senior Notes | Fair Value | Estimated Fair Value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 242,814 | 221,733 |
2026 Secured Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 785,000 | 785,000 |
2026 Secured Notes | Fair Value | Estimated Fair Value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 754,581 | $ 750,983 |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | |||||
Loss on interest rate swaps | $ (2,856) | $ (5,527) | $ (4,851) | $ (16,491) | |
Fair Value, Inputs, Level 3 | Sterling DJ | |||||
Concentration Risk [Line Items] | |||||
Deferred earn-out liability | 4,900 | 4,900 | $ 5,200 | ||
Interest Rate Swap | |||||
Concentration Risk [Line Items] | |||||
Derivative liability, notional amount | 132,800 | 132,800 | 139,800 | ||
Fair value, other assets | 16,300 | 16,300 | $ 15,200 | ||
Loss on interest rate swaps | $ (2,900) | $ 4,900 |
PARTNERS' CAPITAL AND MEZZANI_3
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Partners' Capital and Schedule of Units (Details) - Common Units | 9 Months Ended |
Sep. 30, 2023 shares | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |
Units, beginning balance (in shares) | 10,182,763 |
Common units issued for SMLP LTIP, net (in shares) | 193,426 |
Units, ending balance (in shares) | 10,376,189 |
PARTNERS' CAPITAL AND MEZZANI_4
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 31, 2022 | Mar. 31, 2020 | Sep. 30, 2023 | Dec. 31, 2022 | |
Partners Capital [Line Items] | ||||
Contributed capital from preferred units exchange | $ 20.9 | |||
Maximum period following end of quarter to distribute all available cash | 45 days | |||
Common Units | ||||
Partners Capital [Line Items] | ||||
Series A preferred unit exchange offer, net of shares withheld for taxes (in shares) | 2,853,875 | |||
Series A Preferred Units | ||||
Partners Capital [Line Items] | ||||
Subsidiary Series A preferred unitholders, outstanding (in shares) | 65,508 | 65,508 | ||
Preferred units issued (in shares) | 65,508 | 65,508 | ||
Subsidiary Series A Preferred Units | ||||
Partners Capital [Line Items] | ||||
Subsidiary Series A preferred unitholders, outstanding (in shares) | 93,039,000 | |||
Preferred units issued (in shares) | 93,039,000 | |||
Series A Preferred Units | ||||
Partners Capital [Line Items] | ||||
Accrued and unpaid distributions | $ 29.9 | |||
Preferred units issued (in shares) | 77,939 | |||
Redemption amount | 123.9 | |||
Issuance costs | $ 1.8 | $ 2.2 |
PARTNERS' CAPITAL AND MEZZANI_5
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Change in Subsidiary (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Distribution payable | $ 1,600 | |
Series A Preferred Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Redemption accretion, net of issuance cost amortization | 8,865 | $ 10,554 |
Series A Preferred Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Beginning balance | 118,584 | |
Cash distribution (includes a $1.6 million distribution payable as of September 30, 2023) | (4,885) | |
Ending balance | $ 122,564 |
EARNINGS PER UNIT (Details)
EARNINGS PER UNIT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) | $ 3,874 | $ (7,788) | $ (23,829) | $ (99,597) |
Net income (loss) attributable to Summit Midstream Partners, LP | $ 251 | $ (11,066) | $ (32,694) | $ (111,752) |
Common unit - basic (in dollars per share) | $ (0.27) | $ (1.28) | $ (3.99) | $ (9.68) |
Common unit - diluted (in dollars per share) | $ (0.27) | $ (1.28) | $ (3.99) | $ (9.68) |
Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU (in shares) | 160 | 0 | 221 | 0 |
Parent Company | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Add: Deemed capital contribution from 2022 Preferred Exchange Offer | $ 0 | $ 0 | $ 0 | $ 20,974 |
Series A Preferred Units | Subsidiaries | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Less: Net income attributable to Subsidiary Series A Preferred Units | (3,623) | (3,278) | (8,865) | (12,155) |
Series A Preferred Units | Parent Company | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Less: Net income attributable to Subsidiary Series A Preferred Units | (3,004) | (1,962) | (8,442) | (6,070) |
Common Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net loss attributable to common limited partners | $ (2,753) | $ (13,028) | $ (41,136) | $ (96,848) |
Weighted-average common units outstanding – basic (in shares) | 10,376,000 | 10,168,000 | 10,320,000 | 10,003,000 |
Effect of nonvested phantom units (in shares) | 0 | 0 | 0 | 0 |
Weighted-average common units outstanding – diluted (in shares) | 10,376,000 | 10,168,000 | 10,320,000 | 10,003,000 |
Common Units | Parent Company | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net loss attributable to common limited partners | $ (2,753) | $ (13,028) | $ (41,136) | $ (96,848) |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental cash flow information: | ||
Cash interest paid | $ 72,749 | $ 46,093 |
Cash paid for taxes | 15 | 149 |
Noncash investing and financing activities: | ||
Capital expenditures in trade accounts payable (period-end accruals) | 7,354 | 4,102 |
2022 Preferred Exchange Offer | 0 | 92,587 |
Series A Preferred Units | ||
Noncash investing and financing activities: | ||
Accretion of Subsidiary Series A Preferred Units, net of issuance cost amortization | $ 8,865 | $ 10,554 |
UNIT-BASED AND NONCASH COMPEN_2
UNIT-BASED AND NONCASH COMPENSATION (Details) - SMLP LTIP $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) director $ / shares shares | |
Phantom Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted units (in shares) | 212,893 |
Grant date fair value (in dollars per share) | $ / shares | $ 16 |
Vesting period | 3 years |
Unvested phantom units granted (in shares) | 700,000 |
Performance Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted units (in shares) | 110,478 |
Grant date fair value | $ | $ 2.2 |
Common Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued units (in shares) | 38,100 |
Number of directors | director | 6 |
Grant date fair value (in dollars per share) | $ / shares | $ 16 |
Units remaining available (in shares) | 500,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Schedule of Environmental Matters (Details) - Meadowlark Midstream Gathering System $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Accrual for Environmental Loss Contingencies [Roll Forward] | |
Accrued environmental remediation, beginning balance | $ 3,705 |
Payments made | (579) |
Changes in estimates | (60) |
Accrued environmental remediation, ending balance | $ 3,066 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) claim | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | ||
Legal fines and other fees | $ 36,300 | |
Claims settled | claim | 1 | |
2015 Blacktail Release | ||
Loss Contingencies [Line Items] | ||
Loss contingency accrual | $ 25,500 | $ 28,300 |
Unpaid penalties and fines, fixed rate (as a percent) | 3.25% | |
Expected payment | $ 6,700 | |
Claims settled | claim | 1 | |
Pending claims | claim | 2 | |
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 | |
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 | |
Damages Payable To Federal Criminal Over Five Years | 2015 Blacktail Release | ||
Loss Contingencies [Line Items] | ||
Penalties and fines, payment period | 5 years |
SEGMENT INFORMATION - Assets, R
SEGMENT INFORMATION - Assets, Revenues, Depreciation and Amortization, and Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Assets | $ 2,509,514 | $ 2,559,964 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 2,498,284 | 2,547,818 |
Reportable Segments | Rockies | ||
Segment Reporting Information [Line Items] | ||
Assets | 896,333 | 886,629 |
Reportable Segments | Permian | ||
Segment Reporting Information [Line Items] | ||
Assets | 295,375 | 298,906 |
Reportable Segments | Northeast | ||
Segment Reporting Information [Line Items] | ||
Assets | 577,572 | 591,091 |
Reportable Segments | Piceance | ||
Segment Reporting Information [Line Items] | ||
Assets | 445,302 | 475,719 |
Reportable Segments | Barnett | ||
Segment Reporting Information [Line Items] | ||
Assets | 283,702 | 295,473 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 11,230 | $ 12,146 |
SEGMENT INFORMATION - Adjusted
SEGMENT INFORMATION - Adjusted EBITDA by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 79,965 | $ 60,610 | $ 211,095 | $ 185,592 |
Rockies | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 24,998 | 14,262 | 64,986 | 43,991 |
Permian | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 5,840 | 4,882 | 16,283 | 13,848 |
Northeast | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 27,751 | 19,353 | 65,806 | 57,989 |
Piceance | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 15,292 | 14,249 | 43,640 | 45,367 |
Barnett | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 6,084 | $ 7,864 | $ 20,380 | $ 24,397 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Net Income (Loss) to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting [Abstract] | ||||
Loss before income taxes and equity method investment income | $ (6,265) | $ (13,590) | $ (46,311) | $ (113,452) |
Add: | ||||
Corporate and Other expense | 5,487 | 2,151 | 20,695 | 11,778 |
Interest expense | 34,568 | 24,932 | 103,966 | 73,982 |
Depreciation and amortization | 31,013 | 29,076 | 91,438 | 90,101 |
Proportional adjusted EBITDA for equity method investees | 16,917 | 11,949 | 42,655 | 33,807 |
Adjustments related to capital reimbursement activity | (3,111) | (1,517) | (6,778) | (4,823) |
Unit-based and noncash compensation | 1,396 | 692 | 5,158 | 2,964 |
Gain on asset sales, net | (40) | (99) | (183) | (409) |
Long-lived asset impairments | 0 | 7,016 | 455 | 91,644 |
Total of reportable segments' measures of profit | $ 79,965 | $ 60,610 | $ 211,095 | $ 185,592 |