COVER PAGE
COVER PAGE - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 01, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 168,613,071 | ||
Entity Common Stock, Shares Outstanding | 10,415,675 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to its 2024 Annual Meeting of Limited Partners, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. | ||
Entity Central Index Key | 0001549922 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY |
AUDIT INFORMATION
AUDIT INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Houston, Texas |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 14,044 | $ 11,808 |
Restricted cash | 2,601 | 1,723 |
Accounts receivable | 76,275 | 75,287 |
Other current assets | 5,502 | 8,724 |
Total current assets | 98,422 | 97,542 |
Property, plant and equipment, net | 1,698,585 | 1,718,754 |
Intangible assets, net | 175,592 | 198,718 |
Investment in equity method investees | 486,434 | 506,677 |
Other noncurrent assets | 35,165 | 38,273 |
TOTAL ASSETS | 2,494,198 | 2,559,964 |
LIABILITIES AND CAPITAL | ||
Trade accounts payable | 22,714 | 14,052 |
Accrued expenses | 32,377 | 20,601 |
Deferred revenue | 10,196 | 9,054 |
Ad valorem taxes payable | 8,543 | 10,245 |
Accrued compensation and employee benefits | 6,815 | 16,319 |
Accrued interest | 19,298 | 17,355 |
Accrued environmental remediation | 1,483 | 1,365 |
Accrued settlement payable | 6,667 | 6,667 |
Current portion of long-term debt | 15,524 | 10,507 |
Other current liabilities | 10,395 | 11,724 |
Total current liabilities | 134,012 | 117,889 |
Long-term debt, net | 1,455,166 | 1,479,855 |
Noncurrent deferred revenue | 30,085 | 37,694 |
Noncurrent accrued environmental remediation | 1,454 | 2,340 |
Other noncurrent liabilities | 30,266 | 38,784 |
Total liabilities | 1,650,983 | 1,676,562 |
Commitments and contingencies (Note 10) | ||
Mezzanine Capital | ||
Subsidiary Series A Preferred Units (93,039 units issued and outstanding at December 31, 2023 and December 31, 2022) | 124,652 | 118,584 |
Partners Capital | ||
Series A Preferred Units (65,508 units issued and outstanding at December 31, 2023 and December 31, 2022) | 96,893 | 85,327 |
Common limited partner capital (10,376,189 and 10,182,763 units issued and outstanding at December 31, 2023 and December 31, 2022, respectively) | 621,670 | 679,491 |
Total partners capital | 718,563 | 764,818 |
TOTAL LIABILITIES AND CAPITAL | $ 2,494,198 | $ 2,559,964 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Partners Capital | ||
Common limited partner capital, issued (in shares) | 10,376,189 | 10,182,763 |
Common limited partner capital, outstanding (in shares) | 10,376,189 | 10,182,763 |
Subsidiary Series A Preferred Units | ||
Subsidiary Series A preferred unitholders, issued (in shares) | 93,039,000 | |
Subsidiary Series A preferred unitholders, outstanding (in shares) | 93,039,000 | |
Series A Preferred Units | ||
Subsidiary Series A preferred unitholders, issued (in shares) | 65,508 | |
Subsidiary Series A preferred unitholders, outstanding (in shares) | 65,508 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues: | ||
Total revenues | $ 458,903 | $ 369,594 |
Costs and expenses: | ||
Type of Cost, Good or Service [Extensible List] | Natural Gas Liquids [Member] | Natural Gas Liquids [Member] |
Cost of natural gas and NGLs | $ 112,462 | $ 76,826 |
Operation and maintenance | 100,741 | 84,152 |
General and administrative | 42,135 | 44,943 |
Depreciation and amortization | 122,764 | 119,055 |
Transaction costs | 1,251 | 6,968 |
Acquisition integration costs | 2,654 | 0 |
Gain on asset sales, net | (260) | (507) |
Long-lived asset impairment | 540 | 91,644 |
Total costs and expenses | 382,287 | 423,081 |
Other income (expense), net | 865 | (4) |
Gain on interest rate swaps | 1,830 | 16,414 |
Loss on sale of business | (47) | (1,741) |
Interest expense | (140,784) | (102,459) |
Loss on early extinguishment of debt | (10,934) | 0 |
Loss before income taxes and equity method investment income | (72,454) | (141,277) |
Income tax expense | (322) | (325) |
Income from equity method investees | 33,829 | 18,141 |
Net loss | (38,947) | (123,461) |
Net loss attributable to Summit Midstream Partners, LP | (51,528) | (140,605) |
Parent Company | ||
Costs and expenses: | ||
Add: deemed capital contribution | 0 | 20,974 |
Series A Preferred Units | Subsidiary | ||
Costs and expenses: | ||
Less: Net income attributable to Subsidiary Series A Preferred Units | (12,581) | (17,144) |
Series A Preferred Units | Parent Company | ||
Costs and expenses: | ||
Less: Net income attributable to Subsidiary Series A Preferred Units | (11,566) | (8,048) |
Common units | ||
Costs and expenses: | ||
Net income (loss) attributable to limited partners | $ (63,094) | $ (127,679) |
Net loss per limited partner unit: | ||
Common unit - basic (in dollars per share) | $ (6.11) | $ (12.71) |
Common unit - diluted (in dollars per share) | $ (6.11) | $ (12.71) |
Weighted-average limited partner units outstanding: | ||
Common units - basic (in shares) | 10,334 | 10,048 |
Common units - diluted (shares) | 10,334 | 10,048 |
Gathering services and related fees | ||
Revenues: | ||
Total revenues | $ 248,223 | $ 248,358 |
Natural gas, NGLs and condensate sales | ||
Revenues: | ||
Total revenues | 179,254 | 86,225 |
Other revenues | ||
Revenues: | ||
Total revenues | $ 31,426 | $ 35,011 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL - USD ($) $ in Thousands | Total | Partners Capital | Partners Capital Series A Preferred Units |
Beginning balance at Dec. 31, 2021 | $ 904,363 | $ 734,594 | $ 169,769 |
Partners' Capital [Roll Forward] | |||
Net income (loss) | (140,598) | (148,743) | 8,145 |
Unit-based compensation | 3,778 | 3,778 | 0 |
Tax withholdings and associated payments on vested SMLP LTIP awards | (1,198) | (1,198) | 0 |
Tax withholdings on 2022 Preferred Exchange Offer | (2,652) | (2,652) | 0 |
LTIP cash to equity conversion | 1,125 | 1,125 | 0 |
Effect of 2022 Preferred Exchange Offer, inclusive of a $20.9 million deemed contribution to common unit holders | 0 | 92,587 | (92,587) |
Ending balance at Dec. 31, 2022 | 764,818 | 679,491 | 85,327 |
Partners' Capital [Roll Forward] | |||
Net income (loss) | (51,528) | (63,094) | 11,566 |
Unit-based compensation | 6,566 | 6,566 | 0 |
Tax withholdings and associated payments on vested SMLP LTIP awards | (1,293) | (1,293) | 0 |
Ending balance at Dec. 31, 2023 | $ 718,563 | $ 621,670 | $ 96,893 |
CONSOLIDATED STATEMENTS OF PA_2
CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Partners' Capital [Abstract] | |
Deemed contribution to common unit holders | $ 20.9 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (38,947) | $ (123,461) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 123,702 | 119,993 |
Noncash lease expense | 3,773 | 885 |
Amortization of debt issuance costs | 12,685 | 9,326 |
Unit-based and noncash compensation | 6,566 | 3,778 |
Income from equity method investees | (33,829) | (18,141) |
Distributions from equity method investees | 57,572 | 43,040 |
Gain on asset sales, net | (260) | (507) |
Foreign currency gain | (102) | 0 |
Loss on earn-out | 599 | 0 |
Loss on sale of business | 47 | 1,741 |
Loss on extinguishment of debt | 10,934 | 0 |
Unrealized (gain) loss on interest rate swaps | 3,318 | (16,016) |
Long-lived asset impairment | 540 | 91,644 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,352) | 284 |
Trade accounts payable | 4,483 | 2,248 |
Accrued expenses | 5,586 | (2,780) |
Deferred revenue | (6,467) | (6,082) |
Ad valorem taxes payable | (1,702) | 14 |
Accrued interest | 1,943 | 4,618 |
Accrued environmental remediation, net | (768) | (1,901) |
Other, net | (19,415) | (9,939) |
Net cash provided by operating activities | 126,906 | 98,744 |
Cash flows from investing activities: | ||
Capital expenditures | (68,905) | (30,472) |
Proceeds from asset sale | 260 | 4,945 |
Investment in Double E equity method investee | (3,500) | (8,444) |
Other, net | (2,611) | 0 |
Net cash used in investing activities | (74,756) | (226,558) |
Cash flows from financing activities: | ||
Borrowings on 2026 Unsecured Notes | 29,480 | 0 |
Repurchase of 2025 Senior Notes | (29,650) | 0 |
Borrowings on 2026 Secured Notes | 0 | 84,371 |
Repayments on Permian Transmission Term Loan | (10,507) | (4,647) |
Borrowings on ABL Facility | 70,000 | 293,000 |
Repayments on ABL Facility | (87,000) | (230,000) |
Debt issuance costs | (2,968) | (14,409) |
Payment for Debt Extinguishment or Debt Prepayment Cost | 10,306 | 0 |
Distributions on Subsidiary Series A Preferred Units | (6,512) | (3,257) |
Other, net | (1,573) | (3,285) |
Net cash provided by financing activities | (49,036) | 121,773 |
Net change in cash, cash equivalents and restricted cash | 3,114 | (6,041) |
Cash, cash equivalents and restricted cash, beginning of period | 13,531 | 19,572 |
Cash, cash equivalents and restricted cash, end of period | 16,645 | 13,531 |
Lane G&P System | ||
Cash flows from investing activities: | ||
Proceeds from sale of business, net of cash sold in transaction | 0 | 75,020 |
Bison Midstream, LLC | ||
Cash flows from investing activities: | ||
Proceeds from sale of business, net of cash sold in transaction | 0 | 38,920 |
Outrigger DJ | ||
Cash flows from investing activities: | ||
Cash consideration paid for the acquisition, net of cash acquired | 0 | (166,631) |
Sterling DJ | ||
Cash flows from investing activities: | ||
Cash consideration paid for the acquisition, net of cash acquired | $ 0 | $ (139,896) |
ORGANIZATION, BUSINESS OPERATIO
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 12 Months Ended |
Dec. 31, 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. As of December 31, 2023, the Partnership indirectly owns its General Partner, and the General Partner is a wholly owned, indirect subsidiary of the Partnership. The General Partner has no assets or liabilities and holds the non-economic general partner interest in the Partnership. 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. In addition to these services, the Partnership also provides freshwater delivery services pursuant to short-term agreements with 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 consolidated financial statements in accordance with GAAP as established by the FASB. 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 consolidated financial statements include the assets, liabilities and results of operations of SMLP and its subsidiaries. All intercompany transactions among the consolidated entities have been eliminated in consolidation. 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 | 12 Months Ended |
Dec. 31, 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 Cash, Cash Equivalents and Restricted Cash. The Partnership considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash that is held by a major bank and has restrictions on its availability to the Partnership is classified as restricted cash. The restricted cash balance of $2.6 million and $1.7 million at December 31, 2023 and 2022, respectively, is related to proceeds which are available to finance Permian Transmission’s debt service or other general corporate purposes of Permian Transmission. See Note 9 - Debt for additional information. Accounts Receivable. Accounts receivable relate to gathering and other services provided to the Partnership’s customers and other counterparties. The Partnership evaluates the collectability of its accounts receivable and the need for an allowance for doubtful accounts based on customer-specific facts and circumstances. To the extent the collectability of a specific customer or counterparty receivable is doubtful, the Partnership recognizes an allowance for doubtful accounts. Uncollectible receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or a receivable amount is deemed otherwise unrealizable. Property, Plant and Equipment. The Partnership records property, plant and equipment at historical cost of construction or fair value of the assets at acquisition. The Partnership capitalizes expenditures that extend the useful life of an asset or enhance its productivity or efficiency from its original design over the expected remaining period of use. For maintenance and repairs that do not add capacity or extend the useful life of an asset, the Partnership recognizes expenditures as an expense as incurred. The Partnership capitalizes project costs incurred during construction, including interest on funds borrowed to finance the construction of facilities and pipelines, as construction in progress. Accrued capital expenditures are reflected in trade accounts payable. The Partnership records depreciation on a straight-line basis over an asset’s estimated useful life and bases its estimates for useful life on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Estimates of useful lives follow. Useful lives Gathering and processing systems and related equipment 12-30 Other 3-15 Construction in progress is depreciated consistent with its applicable asset class once it is placed in service. Land and line fill are not depreciated. The Partnership bases an asset’s carrying value on estimates, assumptions and judgments for useful life and salvage value. Upon sale, retirement or other disposal, the Partnership removes the carrying value of an asset and its accumulated depreciation from its balance sheet and recognizes the related gain or loss, if any. Asset Retirement Obligations. The Partnership records a liability for asset retirement obligations only if and when a future asset retirement obligation with a determinable life is identified. For identified asset retirement obligations, the Partnership evaluates whether the expected retirement date and related costs of retirement can be estimated. The Partnership has concluded that its gathering and processing assets have an indeterminate life because they are owned and will operate for an indeterminate period when properly maintained. Because the Partnership does not have sufficient information to reasonably estimate the amount or timing of such obligations and does not have any current plan to discontinue use of any significant assets, the Partnership did not provide for any asset retirement obligations as of December 31, 2023 or 2022. Amortizing Intangibles. The Partnership has certain acquired gas gathering contracts that had above-market pricing structures at the acquisition date and the Partnership amortizes these favorable contracts using a straight-line method over the contract’s estimated useful life. The Partnership defines useful life as the period over which the contract is expected to contribute to the Partnership’s future cash flows. These favorable contracts have original terms ranging from 10 years to 20 years and the Partnership recognizes the amortization expense associated with these contracts in Other revenues. The Partnership amortizes all other gas gathering contracts, or contract intangibles, over the period of economic benefit based upon expected revenues over the life of the contract. The useful life of these contracts ranges from 3 years to 25 years. The Partnership recognizes the amortization expense associated with these contracts in Depreciation and amortization expense. The Partnership also has rights-of-way associated with municipal easements and easements granted within existing rights-of-way. The Partnership amortizes these intangible assets over the shorter of the contractual term of the rights-of-way or the estimated useful life of the gathering system. The contractual terms of the rights-of-way range from 20 years to 30 years and the Partnership recognizes the amortization expense associated with these rights-of-way assets in Depreciation and amortization expense. Equity Method Investments. The Partnership accounts for investments in which it exercises significant influence using the equity method so long as it (i) does not control the investee and (ii) is not the primary beneficiary. The Partnership reflects these investments in its consolidated balance sheets under the caption titled “investment in equity method investees.” The Partnership recognizes an other-than-temporary impairment for losses in the value of equity method investees when evidence indicates that the carrying amount is no longer supportable. Evidence of a loss in value might include, but is not limited to, absence of an ability to recover the carrying amount of the investment or an inability of the equity method investee to sustain an earnings capacity that would justify the carrying amount of the investment. A current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. The Partnership evaluates its equity method investments for impairment whenever a triggering event exists that would indicate a need to assess the investment for potential impairment. Impairment of Long-Lived Assets. The Partnership tests assets for impairment when events or circumstances indicate the carrying value of a long-lived asset may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If the Partnership concludes that an asset’s carrying value will not be recovered through future cash flows, the Partnership recognizes an impairment loss on the long-lived asset equal to the amount by which the carrying value exceeds its fair value. The Partnership determines fair value using a combination of market-based and income-based approaches. Environmental Matters. The Partnership is subject to various federal, state and local laws and regulations relating to the protection of the environment. Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines and penalties and other sources are charged to expense when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. The Partnership accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. Recoveries of environmental remediation costs from other parties or insurers are recorded as assets when their realization is assured beyond a reasonable doubt. Commitments and Contingencies. When required, the Partnership records accruals for loss contingencies in accordance with FASB ASC 450, Contingencies . Such determinations are subject to interpretations of current facts and circumstances, forecasts of future events and estimates of the financial impacts of such events. Mezzanine Capital . A noncontrolling interest is reported as a component of equity unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded between liabilities and equity (mezzanine or temporary equity) in the Partnership’s consolidated balance sheet. Revenue. The Partnership provides gathering and/or processing services principally under contracts that contain one or more of the following arrangements described below: • Fee-based arrangements. Under fee-based arrangements, the Partnership receives a fee or fees for one or more of the following services (i) natural gas gathering, treating, transporting, compressing and/or processing and (ii) crude oil and/or produced water gathering and (iii) fresh water delivery services. • Percent-of-proceeds arrangements. Under percent-of-proceeds arrangements, the Partnership generally purchases natural gas from producers at the wellhead, or other receipt points, gathers the wellhead natural gas through its gathering system, treats and compresses the natural gas, processes the natural gas and/or sells the natural gas to a third party for processing. The Partnership then remits to its producers an agreed-upon percentage of the actual proceeds received from sales of the residue natural gas and NGLs. Certain of these arrangements may also result in returning all or a portion of the residue natural gas and/or the NGLs to the producer, in lieu of returning sales proceeds. The margins earned are directly related to the volume of natural gas that flows through the system and the price at which the Partnership is able to sell the residue natural gas and NGLs. The majority of the Partnership’s contracts have a single performance obligation which is either to provide gathering services (an integrated service) or sell natural gas, NGLs and condensate, which are both satisfied when the related natural gas, crude oil and produced water are received and transferred to an agreed upon delivery point. The Partnership also has certain contracts with multiple performance obligations. They include an option for the customer to acquire additional services such as contracts containing MVCs. These performance obligations would also be satisfied when the related natural gas, crude oil and produced water are received and transferred to an agreed upon delivery point. In these instances, the Partnership allocates the contract’s transaction price to each performance obligation using its best estimate of the standalone selling price of each service in the contract. Performance obligations for gathering services are generally satisfied over time. The Partnership utilizes either an output method (i.e., measure of progress) for guaranteed, stand-ready service contracts or an asset/system delivery time estimate for non-guaranteed, as-available service contracts. Performance obligations for the sale of natural gas, NGLs and condensate are satisfied at a point in time. There are no significant judgments for these transactions because the customer obtains control based on an agreed upon delivery point. Services are typically billed on a monthly basis and the Partnership does not offer extended payment terms. The Partnership does not have contracts with financing components. For the contracts described above, the Partnership reflects its revenues in the financial statement captions described below. Financial statement caption: Revenue description: Revenues: Gathering services and related fees • Revenue earned from fee-based gathering, compression, treating and processing services; Natural gas, NGLs and condensate sales • Revenue from the sale of physical natural gas purchased from customers percent-of- proceeds arrangements (Costs are presented within cost of natural gas and NGLs); • Revenue from sale of condensate and NGLs retained from gathering services (Costs are presented within operation and maintenance expense); Other revenues • Reimbursements to the Partnership for costs incurred by the Partnership on customer’s behalf (Recorded on a gross basis with corresponding costs included in operations and maintenance expense); • Revenue for freshwater deliveries; • Contract amortization; and • Revenue for management fees related to Double E. Certain of the Partnership’s gathering and/or processing agreements provide for monthly MVCs. Under these MVCs, customers agree to ship and/or process a minimum volume of production on its gathering systems or to pay a minimum monetary amount over certain periods during the term of the MVC. A customer must make a shortfall payment to the Partnership at the end of the contracted measurement period if its actual throughput volumes are less than its contractual MVC for that period. Certain customers are entitled to utilize shortfall payments to offset gathering fees in one or more subsequent contracted measurement periods to the extent that such customers throughput volumes in a subsequent contracted measurement period exceed its MVC for that contracted measurement period. 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. These provisions include the following: • To the extent that a customer's throughput volumes are less than its MVC for the applicable period and the customer makes a shortfall payment, it may be entitled to an offset in one or more subsequent periods to the extent that its throughput volumes in subsequent periods exceed its MVC for those periods. In such a situation, the Partnership would not receive gathering fees on throughput in excess of that customer's MVC (depending on the terms of the specific gas gathering agreement) to the extent that the customer had made a shortfall payment with respect to one or more preceding measurement periods (as applicable). • To the extent that a customer's throughput volumes exceed its MVC in the applicable contracted measurement period, it may be entitled to apply the excess throughput against its aggregate MVC, thereby reducing the period for which its annual MVC applies. As a result of this mechanism, the weighted-average remaining period for which the Partnership’s MVCs apply will be less than the weighted-average of the originally stated MVC contractual terms. • To the extent that certain of the Partnership’s customers' throughput volumes exceed its MVC for the applicable period, there is a crediting mechanism that allows the customer to build a bank of credits that it can utilize in the future to reduce shortfall payments owed in subsequent periods, subject to expiration if there is no shortfall in subsequent periods. The period over which this credit bank can be applied to future shortfall payments varies, depending on the particular gas gathering agreement. The Partnership recognizes customer obligations under their MVCs as revenue and contract assets when (i) it considers it remote that the customer will utilize shortfall payments to offset gathering or processing fees in excess of its MVCs in subsequent periods; (ii) the customer incurs a shortfall in a contract with no banking mechanism or claw back provision; (iii) the customer’s banking mechanism has expired; or (iv) it is remote that the customer will use its unexercised right. In making this determination, the Partnership considers both quantitative and qualitative facts and circumstances, including, but not limited to, contract terms, capacity of the associated pipeline or receipt point and/or expectations regarding future investment, drilling and production. The majority of the Partnership’s revenue is derived from long-term, fee-based contracts with its customers, which include original terms of up to 25 years. The Partnership recognizes revenue earned from fee-based gathering, compression, treating and processing services in gathering services and related fees. The Partnership also earns revenue in the Rockies and Piceance reporting segments from the sale of physical natural gas purchased from its customers under certain percent-of-proceeds arrangements. Under ASC Topic 606, these gathering contracts are presented net within cost of natural gas and NGLs. The Partnership sells natural gas that it retains from certain customers in the Barnett reporting segment to offset the power expenses, included in operations and maintenance expense, of the electric-driven compression on the gathering system. The Partnership also sells condensate and NGLs retained from certain of its gathering services in the Piceance and Rockies reporting segments. Revenues from the sale of natural gas and condensate are recognized in Natural gas, NGLs and condensate sales; the associated expense is included in Operation and maintenance expense. Certain customers reimburse the Partnership for costs incurred on their behalf. The Partnership records costs incurred and reimbursed by its customers on a gross basis, with the revenue component recognized in Other revenues and the associated expense included in operations and maintenance expense. The transaction price in the Partnership’s contracts is primarily based on the volume of natural gas, crude oil or produced water transferred by its gathering systems to the customer’s agreed upon delivery point multiplied by the contractual rate. For contracts that include MVCs, variable consideration up to the MVC will be included in the transaction price. For contracts that do not include MVCs, the Partnership does not estimate variable consideration because the performance obligations are completed and settled on a daily basis. For contracts containing noncash consideration such as fuel received in-kind, the Partnership measures the transaction price at the point of sale when the volume, mix and market price of the commodities are known. The Partnership has contracts with MVCs that are variable and constrained. Contracts with longer than monthly MVCs are reviewed on a quarterly basis and adjustments to those estimates are made during each respective reporting period, if necessary. The transaction price is allocated if the contract contains more than one performance obligation such as contracts that include MVCs. The transaction price allocated is based on the MVC for the applicable measurement period. Unit-Based Compensation. For awards of unit-based compensation, the Partnership determines a grant date fair value and recognizes the related compensation expense in the statements of operations over the vesting period for each respective award. Income Taxes. The Partnership is generally not subject to federal and state income taxes, except as noted below. However, its unitholders are individually responsible for paying federal and state income taxes on their share of its taxable income. Net income or loss for GAAP purposes may differ significantly from taxable income reportable to its unitholders as a result of differences between the tax basis and the GAAP basis of assets and liabilities and the taxable income allocation requirements of the Partnership’s governing documents. The aggregate difference in the basis of the Partnership’s net assets for financial and income tax purposes cannot be readily determined as the Partnership does not have access to the information about each partner’s tax attributes related to the Partnership. In general, legal entities that are chartered, organized or conducting business in the state of Texas are subject to a franchise tax (the “Texas Margin Tax”). The Texas Margin Tax has the characteristics of an income tax because it is determined by applying a tax rate to a tax base that considers both revenues and expenses. The Partnership’s financial statements reflect provisions for these tax obligations. Interest Rate Swaps. Interest rate swap agreements are reported as either assets or liabilities on the consolidated balance sheet at fair value. Interest rate swap agreements are not designated as cash-flow hedges, and accordingly, the changes in the fair value are recorded in earnings. The Partnership does not use interest rate swap agreements for speculative purposes. 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 9 - Debt, for additional information. New accounting standards not yet implemented in this Annual Report. ASU No. 2020-06 Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-06”). ASU 2020-06 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 2020-06 will have a material impact on its consolidated financial statements and disclosures. ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 enhances disclosures on reportable segments and provides additional detailed information about significant segment expenses. The guidance in ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Partnership continues to assess the impact of the new guidance, but does not expect the provisions of ASU 2023-07 will have a material impact on its consolidated financial statements and disclosures. |
ACQUISTIONS AND DIVESTITURES
ACQUISTIONS AND DIVESTITURES | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISTIONS AND DIVESTITURES | 3. ACQUISTIONS 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 for cash consideration of $165.0 million, subject to customary working capital adjustments. 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. The following table sets forth the preliminary fair value of the assets acquired and liabilities assumed as of the acquisition date. There were no material changes made during 2023 to the provisional purchase accounting measurements initially recorded in December 2022 for the Outrigger DJ Acquisition. The purchase price allocation was complete as of the fourth quarter of 2023. (in thousands) Total consideration paid for Outrigger DJ $ 167,631 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 1,000 Accounts receivable 7,529 Other current assets 190 Property, plant and equipment, net 144,514 Intangible assets 21,447 Trade accounts payable, accrued expenses and other (7,049) Net assets acquired and liabilities assumed $ 167,631 The assets acquired and liabilities assumed were recorded at their estimated fair values at the date of the acquisition. Acquired working capital amounts are expected to approximate fair value due to their short-term nature. The valuation of certain assets, including property, are based on appraisals. The fair value of acquired equipment is based on both available market data and cost and income approaches. These methods are considered Level 3 fair value estimates and include significant assumptions of future gathering and processing volumes, commodity prices, and operating and capital cost estimates, discounted using weighted average cost of capital for industry peers. Intangible assets acquired consist of rights-of-way of $21.4 million with a weighted average amortization period of 30 years. 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 for cash consideration of $140.0 million, subject to customary working capital adjustments.. 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. The following table sets forth the preliminary fair value of the assets acquired and liabilities assumed as of the acquisition date. There were no material changes made during 2023 to the provisional purchase accounting measurements initially recorded in December 2022 for the Sterling DJ acquisition. The purchase price allocation was complete as of the fourth quarter of 2023. (in thousands) Total consideration paid for Sterling DJ $ 140,396 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 500 Accounts receivable 16,224 Other current assets 4,557 Property, plant and equipment, net 108,720 Intangible assets 38,678 Other noncurrent assets 9,865 Trade accounts payable, accrued expenses and other (38,148) Net assets acquired $ 140,396 The assets acquired and liabilities assumed were recorded at their estimated fair values at the date of the acquisition. Acquired working capital amounts are expected to approximate fair value due to their short-term nature. The valuation of certain assets, including property, are based on appraisals. The fair value of acquired equipment is based on both available market data and cost and income approaches. These methods are considered Level 3 fair value estimates and include significant assumptions of future gathering and processing volumes, commodity prices, and operating and capital cost estimates, discounted using weighted average cost of capital for industry peers. Intangible assets acquired consist of rights-of-way of $30.2 million with a weighted average amortization period of 30 years and indefinite-lived intangible assets of $8.4 million. 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 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 $75.0 million, including $2.0 million of cash sold in the transaction, net assets of $158.3 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 2022, the Partnership recognized an impairment of $6.9 million related to the disposition of Bison Midstream based on total cash proceeds received of $38.9 million and net assets of $45.8 million. The cash proceeds were used to reduce amounts outstanding under the ABL Facility. Pro Forma Information (Unaudited). The following table summarizes the unaudited pro forma condensed financial information of SMLP as if the acquisitions of Outrigger DJ and Sterling DJ, along with the dispositions of Bison Midstream and the Lane G&P System, had occurred on January 1, 2021: Year Ended Revenues $ 543,024 Net loss $ (36,945) The unaudited pro forma information is for informational purposes only and is not necessarily indicative of the operating results that would have occurred had the transactions been completed at January 1, 2021, nor is it necessarily indicative of future operating results. The financial data was adjusted to give effect to pro forma events that are i) directly attributable to the transactions, ii) factually supportable, and iii) expected to have a continuing impact on the consolidated results of operations. Significant adjustments to the pro forma information above include adjustments to interest expense and depreciation based on the purchase price allocated to property, plant, and equipment. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 4. REVENUE The following table presents estimated revenue expected to be recognized over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated MVC shortfall payments. The Partnership applies the practical expedient in paragraph 606-10-50-14 of Topic 606 for certain arrangements that are considered optional purchases (i.e., there is no enforceable obligation for the customer to make purchases) and those amounts are therefore excluded from the table. 2024 2025 2026 2027 2028 Thereafter (in thousands) Gathering services and related fees $ 65,472 $ 45,594 $ 29,292 $ 7,685 $ 5,137 $ — Revenue by Category . In the following table, revenue is disaggregated by geographic area and major products and services. For more detailed information about reportable segments, see Note 17 -Segment Information. Year ended December 31, 2023 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (in thousands) Reportable Segments: Northeast $ 63,805 $ — $ — $ 63,805 Rockies 65,869 173,688 15,474 255,031 Permian — — 3,570 3,570 Piceance 81,041 4,788 5,588 91,417 Barnett 37,508 778 6,831 45,117 Total reportable segments 248,223 179,254 31,463 458,940 Corporate and other — — (37) (37) Total $ 248,223 $ 179,254 $ 31,426 $ 458,903 Year ended December 31, 2022 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (in thousands) Reportable Segments: Northeast $ 54,392 $ — $ — $ 54,392 Rockies 67,838 59,208 16,557 143,603 Permian 3,668 17,382 4,101 25,151 Piceance 80,630 7,111 5,608 93,349 Barnett 41,830 2,503 7,763 52,096 Total reportable segments 248,358 86,204 34,029 368,591 Corporate and other — 21 982 1,003 Total $ 248,358 $ 86,225 $ 35,011 $ 369,594 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 12 Months Ended |
Dec. 31, 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. December 31, 2023 December 31, 2022 (In thousands) Gathering and processing systems and related equipment $ 2,335,980 $ 2,262,330 Construction in progress 56,064 59,036 Land and line fill 11,534 11,756 Other 65,029 62,222 Total 2,468,607 2,395,344 Less accumulated depreciation (770,022) (676,590) Property, plant and equipment, net $ 1,698,585 $ 1,718,754 When the carrying amount of a long-lived asset is not recoverable, an impairment is recognized equal to the excess of the asset’s carrying value over its fair value, which is based on inputs that are not observable in the market, and thus represent Level 3 inputs under GAAP’s fair value hierarchy. The Partnership recognized $0.5 million and $91.6 million of impairments during the fiscal years ended December 31, 2023 and 2022, respectively. The Partnership cannot predict the likelihood of future impairments, if any. Depreciation expense and capitalized interest for the Partnership follow. Year ended December 31, 2023 2022 (In thousands) Depreciation expense $ 95,307 $ 93,457 Capitalized interest 1,284 838 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 6. INTANGIBLE ASSETS Details regarding the Partnership’s intangible assets follow. December 31, 2023 Gross carrying amount Accumulated amortization Net (In thousands) Favorable gas gathering contracts $ 21,063 $ (15,747) $ 5,316 Contract intangibles 270,412 (247,024) 23,388 Rights-of-way 205,358 (66,906) 138,452 Indefinite-lived intangibles 8,436 — 8,436 Total intangible assets $ 505,269 $ (329,677) $ 175,592 December 31, 2022 Gross carrying amount Accumulated amortization Net (In thousands) Favorable gas gathering contracts $ 21,063 $ (14,809) $ 6,254 Contract intangibles 270,412 (228,143) 42,269 Rights-of-way 200,089 (58,330) 141,759 Indefinite-lived intangibles 8,436 — 8,436 Total intangible assets $ 500,000 $ (301,282) $ 198,718 The Partnership recognized amortization expense of its favorable gas gathering contracts in Other revenues as follows: Year ended December 31, 2023 2022 (In thousands) Amortization expense – favorable gas gathering contracts $ 938 $ 938 The Partnership recognized amortization expense of its contract and right of way intangibles in costs and expenses as follows: Year ended December 31, 2023 2022 (In thousands) Amortization expense – contract intangibles $ 18,881 $ 18,935 Amortization expense – rights-of-way 8,576 6,527 The Partnership’s estimated aggregate annual amortization expected to be recognized for each of the five succeeding fiscal years and thereafter, as of December 31, 2023, follows. (In thousands) 2024 $ 18,076 2025 17,892 2026 14,867 2027 8,878 2028 8,711 Thereafter 98,732 $ 167,156 |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | 7. 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 consolidated balance sheets. Details of the Partnership’s equity method investments follows. December 31, 2023 December 31, 2022 (In thousands) Double E (1) $ 276,221 $ 281,640 Ohio Gathering 210,213 225,037 Total $ 486,434 $ 506,677 (1) The Partnership’s investment balance in Double E includes capitalized interest costs. Double E. The Partnership, through its wholly owned subsidiary Summit Permian Transmission, LLC, has a 70% ownership in Double E Pipeline, LLC (“Double E”). Double E owns a long-haul natural gas pipeline (the “Double E Pipeline”) that provides transportation service for residue natural gas from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha hub in Texas. The Double E Pipeline commenced operations in November 2021 and during the years ended December 31, 2023 and 2022, the Partnership made cash investments of $3.5 million and $8.4 million, respectively, in Double E. During the year ended December 31, 2023, Double E made distributions to its investors totaling $28.3 million of which the Partnership received $19.8 million, of which all amounts were utilized for payment of interest and principal on the Permian Transmission Term Loan and distributions to the holders of the Subsidiary Series A Preferred Units. Double E is deemed to be a variable interest entity as defined in GAAP. Summit Permian Transmission was not deemed to be the primary beneficiary of Double E due to the voting rights of Double E’s other owner regarding significant matters. The Partnership accounts for its ownership interest in Double E as an equity method investment because it has significant influence over Double E. Summarized balance sheet information for Double E follows (amounts represent 100% of investee financial information). December 31, 2023 December 31, 2022 (In thousands) Current assets $ 11,410 $ 5,121 Noncurrent assets 391,777 403,594 Total assets $ 403,187 $ 408,715 Current liabilities $ 6,373 $ 8,635 Noncurrent liabilities 13,727 9,137 Total liabilities $ 20,100 $ 17,772 Summarized statements of operations information for Double E follows (amounts represent 100% of investee financial information). Year Ended December 31, 2023 Year Ended December 31, 2022 (In thousands) Total revenues $ 42,335 $ 32,418 Total operating expenses 26,868 25,685 Net income $ 15,467 $ 6,733 At December 31, 2023 and 2022, the Partnership’s carrying amount of its interest in Double E approximated its underlying investment. Ohio Gathering. The Partnership has investments in OGC and OCC that are collectively referred to as Ohio Gathering. Ohio Gathering owns, operates and is currently developing midstream infrastructure consisting of a liquids-rich natural gas gathering system, a dry natural gas gathering system and a condensate stabilization facility in the Utica Shale in southeastern Ohio. Ohio Gathering provides gathering services pursuant to primarily long-term, fee-based gathering agreements, which include acreage dedications. The Partnership made its initial investment in Ohio Gathering in 2014 and owned approximately 36.5% of OGC and approximately 38.2% of OCC at December 31, 2023 and approximately 37.2% of OGC and approximately 38.2% of OCC at December 31, 2022. Ohio Gathering is accounted for as an equity method investment because it has joint control with non-affiliated owners, which gives the Partnership significant influence. A reconciliation of the difference between the carrying amount of the Partnership’s interest in Ohio Gathering and the Partnership’s underlying investment in Ohio Gathering, per Ohio Gathering’s books and records, is shown below. 2023 2022 (In thousands) Investment in Ohio Gathering, December 31 $ 210,213 $ 225,037 December cash distributions 3,950 2,673 Basis difference (1) 190,600 199,263 Investment in Ohio Gathering (Books and records), November 30, $ 404,763 $ 426,973 (1) Amount consists of differences created as a result of equity method impairment charges previously recognized which are being amortized over the remaining average life of the underlying assets. Summarized balance sheet information for OGC and OCC follows (amounts represent 100% of investee financial information). November 30, 2023 November 30, 2022 OGC OCC OGC OCC (In thousands) Current assets $ 42,716 $ 5,885 $ 36,062 $ 5,195 Noncurrent assets 1,131,503 1,104 1,157,530 274 Total assets $ 1,174,219 $ 6,989 $ 1,193,592 $ 5,469 Current liabilities $ 6,174 $ 3,736 $ 6,942 $ 3,588 Noncurrent liabilities 14,088 1,149 13,380 3,096 Total liabilities $ 20,262 $ 4,885 $ 20,322 $ 6,684 Summarized statements of operations information for OGC and OCC follows (amounts represent 100% of investee financial information). Twelve Months Ended Twelve Months Ended OGC OCC OGC OCC (In thousands) Total revenues $ 138,707 $ 15,603 $ 113,317 $ 13,340 Total operating expenses 99,770 12,285 106,369 12,786 Net income 38,937 3,318 6,948 554 |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE | 8. DEFERRED REVENUE The balances in deferred revenue as of December 31, 2023 and 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 is as follows. (In thousands) Current deferred revenue, January 1, 2023 $ 9,054 Additions 10,970 Less: revenue recognized and other (9,828) Current deferred revenue, December 31, 2023 $ 10,196 An update of noncurrent deferred revenue follows. (In thousands) Noncurrent deferred revenue, January 1, 2023 $ 37,694 Additions 2,951 Less: reclassification to current deferred revenue and other (10,560) Noncurrent deferred revenue, December 31, 2023 $ 30,085 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | 9. DEBT Debt for the Partnership at December 31, 2023 and 2022 follows. December 31, 2023 December 31, 2022 (In thousands) ABL Facility : Summit Holdings’ asset based credit facility due May 1, 2026 $ 313,000 $ 330,000 Permian Transmission Term Loan : Permian Transmission’ variable rate senior secured term loan due January 2028 144,846 155,353 2026 Unsecured Notes : 12.00% senior unsecured notes due October 15, 2026 209,510 — 2025 Senior Notes : 5.75% senior unsecured notes due April 15, 2025 49,783 259,463 2026 Secured Notes : 8.50% senior second lien notes due October 15, 2026 785,000 785,000 Less: unamortized debt discount and debt issuance costs (31,449) (39,454) Total debt, net of unamortized debt discount and debt issuance costs 1,470,690 1,490,362 Less: current portion of Permian Transmission Term Loan (15,524) (10,507) Total long-term debt $ 1,455,166 $ 1,479,855 The aggregate amount of Partnership’s debt maturing during each of the years after December 31, 2023 are as follows (in thousands): 2024 $ 15,524 2025 66,363 2026 1,324,477 2027 17,769 2028 78,006 Thereafter — Total debt $ 1,502,139 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 December 31, 2023, the most recent borrowing base determination of eligible assets totaled $723.2 million, an amount greater than the $400.0 million of aggregate lending commitments. As of December 31, 2023, the applicable margin under the adjusted term SOFR borrowings was 3.25%, the interest rate was 8.71% and the unused portion of the ABL Facility totaled $82.7 million after giving effect to the issuance of $4.3 million in outstanding but undrawn irrevocable standby letters of credit. On November 16, 2023, the Partnership amended the ABL Facility to, among other things, permit the 2023 Exchange Transactions, address springing borrowing base reserves in relation to the outstanding principal amount of the 2025 Senior Notes and amend the Interest Coverage Ratio (as defined in the ABL Agreement) covenant to 1.75x through the end of 2024 and 1.90x thereafter . Summit Holdings entered into that certain Loan and Security Agreement governing the ABL Facility (the “ABL Agreement”), dated as of November 2, 2021, by and among Summit Holdings, as borrower, the Partnership, the ABL Facility Subsidiary Guarantors, Bank of America, N.A., as agent, ING Capital LLC, Royal Bank of Canada and Regions Bank, as co-syndication agents, and Bank of America, N.A., ING Capital LLC, RBC Capital Markets and Regions Capital Markets, as joint lead arrangers and joint bookrunners. The ABL Facility will mature on May 1, 2026; provided that 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. As of December 31, 2023, the outstanding balance of the 2025 Senior Notes was $49.8 million. The ABL Facility (together with certain Secured Bank Product Obligations (as defined in the ABL Agreement)) will be jointly and severally guaranteed, on a senior first-priority secured basis (subject to permitted liens), by the Partnership, Summit Holdings and each of the ABL Facility Subsidiary Guarantors. The ABL Facility restricts, among other things, Summit Holdings’ and its Restricted Subsidiaries’ (as defined in the ABL Agreement) ability and the ability of certain of their subsidiaries to: (i) incur additional debt or issue preferred stock; (ii) make distributions or repurchase equity; (iii) make payments on or redeem junior lien, unsecured or subordinated indebtedness; (iv) create liens or other encumbrances; (v) make investments, loans or other guarantees; (vi) engage in transactions with affiliates; and (viii) make acquisitions or merge or consolidate with another entity. These covenants are subject both to a number of important exceptions and qualifications. 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 1.75:1.00 through the end of 2024 or less than 1.90:1.00 thereafter. As of December 31, 2023, the First Lien Net Leverage Ratio was 1.22:1.00 and the Interest Coverage Ratio was 1.93:1.00 and the Partnership was in compliance with the financial covenants of the ABL Facility. The ABL Facility contains certain events of default customary for instruments of this type. In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization with respect to Summit Holdings, all outstanding Obligations (as defined in the ABL Agreement) will become due and payable immediately without further action or notice and all commitments under the ABL Facility will terminate. Pursuant to the ABL Agreement, the Obligations (as defined in the ABL Agreement) are (or, subject to post-closing periods for certain types of collateral, will be) generally secured by a first priority lien on and security interest in (subject to permitted liens), subject to certain exclusions and limitations set forth in the ABL Agreement, (i) substantially all of the personal property of Summit Holdings and the ABL Facility Subsidiary Guarantors, (ii) all equity interests in Summit Holdings and certain other entities, all debt securities and certain rights related to the foregoing, in each case, owned by the Partnership, (iii) Closing Date Material Gathering Station Real Property and Closing Date Pipeline Material Gathering Station Real Property (each, as defined in the ABL Agreement) and certain other material real property interests (including improvements thereon) of Summit Holdings and the ABL Facility Subsidiary Guarantors as provided in the ABL Agreement and (iv) all proceeds of the foregoing collateral . Intercreditor Agreement. On November 2, 2021, in connection with the entry into the ABL Facility and issuance of the 2026 Secured Notes, Summit Holdings and the other guarantors party thereto entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with Bank of America, N.A., as first lien representative and collateral agent for the initial first lien claimholders, Regions Bank, as second lien representative for the initial second lien claimholders and collateral agent for the initial second lien claimholders, establishing (i) a first-priority lien (subject to permitted liens) status for the liens on the collateral securing the ABL Facility and any additional first-lien indebtedness and (ii) a junior priority lien (subject to permitted liens) status for the liens on the collateral securing the 2026 Secured Notes and any additional second-lien indebtedness. Permian Transmission Credit Facilities. On March 8, 2021 (the “Permian Closing Date”), the Partnership’s unrestricted subsidiary, Permian Transmission, entered into a Credit Agreement which allows for $175.0 million of senior secured credit facilities, 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. On June 27, 2023, we amended the Permian Transmission Credit Facilities to, among other things, transition the LIBOR based interest rates under the Permian Transmission Credit Facilities to term SOFR. As of December 31, 2023, the applicable margin under adjusted term SOFR borrowings was 2.475%, the interest rate was 7.79% 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 at a fixed SOFR rate of 1.23%. As of December 31, 2023, the Partnership was in compliance with the financial covenants of the Permian Transmission Credit Facilities. Permian Transmission Term Loan. As described above, 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 December 31, 2023, the applicable margin under adjusted term SOFR borrowings was 2.475% and the interest rate was 7.79%. As of December 31, 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 December 31, 2023: (In thousands) Total 2024 2025 2026 2027 2028 Amortizing principal repayments $ 144,846 $ 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 (the “2026 Secured Notes”) 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 2026 Secured Notes will pay interest semi-annually on April 15 and October 15 of each year, commencing on April 15, 2022, and are 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 will mature on October 15, 2026; provided that, if the outstanding amount of the 2025 Senior Notes (or any refinancing indebtedness in respect thereof that has a final maturity on or prior to the date that is 91 days after the Initial Maturity Date (as defined in the 2026 Secured Notes Indenture)) is greater than or equal to $50.0 million on January 14, 2025, which is 91 days prior to the scheduled maturity date of the 2025 Senior Notes, then the 2026 Secured Notes will mature on January 14, 2025. The Partnership used the net proceeds from the offering of the 2026 Secured Notes, together with cash on hand and borrowings under the ABL Facility, to repay in full all of Summit Holdings’ obligations under the Revolving Credit Facility. 2026 Secured Notes Indenture. The Co-Issuers issued the 2026 Secured Notes pursuant to an indenture (the “2026 Secured Notes Indenture”), dated as of November 2, 2021, by and among the Co-Issuers, the Partnership, any other Restricted Subsidiary (as defined in the 2026 Secured Notes Indenture) of the Partnership that provides a Notes Guarantee (as defined in the 2026 Secured Notes Indenture) and Regions Bank, as trustee (the “2026 Secured Notes Trustee”) and collateral agent, setting forth specific terms applicable to the 2026 Secured Notes. At any time prior to October 15, 2023, the Co-Issuers could have on any one or more occasions redeemed up to 35% of the aggregate principal amount of the 2026 Secured Notes (including any additional notes) issued under the 2026 Secured Notes Indenture at a redemption price of 108.5% of the principal amount of the 2026 Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date, in an amount not greater than the net cash proceeds of certain equity offerings by the Partnership, provided that: (i) at least 65% of the initial aggregate principal amount of the 2026 Secured Notes (including any additional notes) remains outstanding immediately after the occurrence of such redemption (excluding notes held by the Partnership and its subsidiaries); and (ii) the redemption occurs within 180 days of the date of the closing of each such equity offering by the Partnership. 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. In certain circumstances, the Co-Issuers will be required to offer to purchase the 2026 Secured Notes with excess proceeds from asset sales, excess cash flow and upon the occurrence of certain change of control events. The 2026 Secured Notes Indenture restricts the Partnership’s and its Restricted Subsidiaries’ ability and the ability of certain of their subsidiaries to: (i) incur additional debt or issue preferred stock; (ii) make distributions, repurchase equity or redeem junior lien, unsecured or subordinated debt; (iii) make payments on junior lien, unsecured or subordinated indebtedness; (iv) create liens or other encumbrances; (v) make investments, loans or other guarantees; (vi) engage in transactions with affiliates; and (viii) make acquisitions or merge or consolidate with another entity. These covenants are subject both to a number of important exceptions and qualifications. At any time when the 2026 Secured Notes are rated investment grade by at least two of Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services or Fitch Ratings, Inc., many of these covenants will terminate. As of December 31, 2023, the Partnership was in compliance with the financial covenants of the 2026 Secured Notes. The 2026 Secured Notes Indenture contains certain events of default customary for instruments of this type. In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization with respect to either Co-Issuer, the Partnership, and certain significant subsidiaries of the Partnership, all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the 2026 Secured Notes Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare all the 2026 Secured Notes to be due and payable immediately. Collateral Agreement. On November 2, 2021, the Co-Issuers, as pledgors and grantors, entered into, in connection with the 2026 Secured Notes Indenture, a Collateral Agreement (Second Lien), with the Partnership, as a pledgor, each subsidiary guarantor listed therein and Regions Bank, as collateral agent (the “Collateral Agreement”). Pursuant to the Collateral Agreement and the 2026 Secured Notes Indenture, the obligations under the 2026 Secured Notes Indenture are (or, subject to post-closing periods for certain types of collateral, will be) generally secured by a second priority lien on and security interest in (subject to permitted liens) the assets of the Partnership, the Co-Issuers and the subsidiary guarantors securing their obligations under the ABL Facility (as described above under “ABL Facility”). Excess Cash Flow Offers to Purchase. Starting in the first quarter of 2023 with respect to the fiscal year ended 2022, and continuing annually through the fiscal year 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). The Partnership does not anticipate making offers to purchase in the designated amount for the fiscal year ended 2023, and, as a result, the interest rate on the 2026 Secured Notes will increase an incremental 50 basis points to 9.50% effective April 1, 2024, resulting in an incremental increase in annual interest expense of approximately $3.9 million. 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. 2026 Unsecured Notes. In November 2023, the Co-Issuers issued a total of $209.5 million aggregate principal amount of 2026 Unsecured Notes in exchange for $180.0 million aggregate principal amount of the 2025 Senior Notes and $29.5 million in cash. The cash raised was used to repurchase $29.7 million aggregate principal amount of the remaining 2025 Senior Notes that were not exchanged. The Partnership pays interest on the 2026 Unsecured Notes semi-annually in cash in arrears on April 15 and October 15 of each year. The 2026 Unsecured Notes are senior, unsecured obligations and rank equally in right of payment with all of the Partnership’s existing and future senior obligations. The 2026 Unsecured 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 2026 Unsecured Notes at a redemption price of (a) on or before April 15, 2025, 101.000%, and (b) after April 15, 2025, 102.000%, plus accrued and unpaid interest, if any, to, but not including, the redemption date. As December 31, 2023, the Partnership was in compliance with the financial covenants of the 2026 Unsecured Notes. The 2026 Unsecured Notes will mature on October 15, 2026. 2026 Unsecured Notes Indenture. The Co-Issuers issued the 2026 Secured Notes pursuant to an indenture (the “2026 Unsecured Notes Indenture”), dated as of November 21, 2023, by and among the Co-Issuers, the guarantors party thereto and Regions Bank, as trustee (the “2026 Unsecured Notes Trustee”), setting forth specific terms applicable to the 2026 Unsecured Notes. The indenture governing the 2026 Unsecured Notes restricts the Partnership’s and the Co-Issuers’ ability and the ability of certain of their subsidiaries to: (i) incur additional debt or issue preferred stock; (ii) make distributions, repurchase equity or redeem subordinated debt; (iii) make payments on subordinated indebtedness; (iv) create liens or other encumbrances; (v) make investments, loans or other guarantees; (vi) sell or otherwise dispose of a portion of their assets; (vii) engage in transactions with affiliates; and (viii) make acquisitions or merge or consolidate with another entity. These covenants are subject both to a number of important exceptions and qualifications. At any time when the 2026 Unsecured Notes are rated investment grade by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no Default or Event of Default (each as defined in the indenture governing the 2026 Unsecured Notes) has occurred and is continuing, many of these covenants will terminate. The indenture governing the 2026 Unsecured Notes provides that each of the following is an Event of Default: (i) default for 30 days in the payment when due of interest on the 2026 Unsecured Notes; (ii) default in payment when due of the principal of, or premium, if any, on the 2026 Unsecured Notes; (iii) failure by the Co-Issuers or the Partnership to comply with certain covenants relating to merger, consolidation, sale of assets, change of control or asset sales; (iv) failure by the Partnership for 180 days after notice to comply with certain covenants relating to the filing of annual, quarterly and current reports with the SEC; (v) failure by the Co-Issuers or the Partnership for 30 days after notice to comply with any of the other agreements in the indenture governing the 2026 Unsecured Notes; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Partnership or any of its restricted subsidiaries (or the payment of which is guaranteed by the Partnership or any of its restricted subsidiaries) if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such indebtedness prior to the expiration of the grace period provided in such indebtedness (a “Payment Default”); or (b) results in the acceleration of such indebtedness prior to its stated maturity, and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $75.0 million or more; (vii) failure by the Partnership or any of its restricted subsidiaries to pay final judgments aggregating in excess of $75.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (viii) except as permitted by the indenture governing the 2026 Unsecured Notes, any guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its guarantee of the 2026 Unsecured Notes; and (ix) certain events of bankruptcy, insolvency or reorganization described in the indenture governing the 2026 Unsecured Notes with respect to the Co-Issuers, the Partnership or any of the Partnership’s restricted subsidiaries that is a significant subsidiary or any group of the Partnership’s restricted subsidiaries that, taken as a whole, would constitute a significant subsidiary of the Partnership. In the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization with respect to either Co-Issuer, the Partnership, any of the Partnership’s restricted subsidiaries that is a significant subsidiary or any group of the Partnership’s restricted subsidiaries that, taken as a whole, would constitute a significant subsidiary, all outstanding 2026 Unsecured Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the 2026 Unsecured Notes Trustee or the holders of at least 25% in principal amount of the then outstanding 2026 Unsecured Notes may declare all the 2026 Unsecured Notes to be due and payable immediately. 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 discussed above, in November, 2023, the Partnership exchanged $180.0 million aggregate principal amount of the 2025 Senior Notes and repurchased $29.7 million aggregate principal amount of the remaining 2025 Senior Notes that were not exchanged. As of December 31, 2023, the outstanding balance of the 2025 Senior Notes was $49.8 million. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. 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 December 31, 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 December 31, 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 described below. (In thousands) Accrued environmental remediation, December 31, 2021 $ 5,606 Payments made (2,746) Additional accruals 845 Accrued environmental remediation, December 31, 2022 $ 3,705 Payments made (641) Changes in estimates (127) Accrued environmental remediation, December 31, 2023 $ 2,937 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 December 31, 2023 and 2022, the accrued loss liability for the 2015 Blacktail Release was $21.7 million and $28.3 million, respectively, and are recorded within Other noncurrent liabilities and Accrued settlements payable within the 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 five 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 did not materially affect the Partnership’s 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. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | 11. FINANCIAL INSTRUMENTS Concentrations of Credit Risk. Financial instruments that potentially subject the Partnership to concentrations of credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. The Partnership maintains its cash and cash equivalents and restricted cash in bank deposit accounts that frequently exceed federally insured limits. The Partnership has not experienced any losses in such accounts and does not believe it is exposed to any significant risk. Accounts receivable primarily comprise amounts due for the gathering, compression, treating and processing services the Partnership provides to its customers and also the sale of natural gas liquids resulting from its processing services. This industry concentration has the potential to impact its overall exposure to credit risk, either positively or negatively, in that the Partnership’s customers may be similarly affected by changes in economic, industry or other conditions. The Partnership monitors the creditworthiness of its counterparties and can require letters of credit or other forms of credit assurance for receivables from counterparties that are judged to have substandard credit, unless the credit risk can otherwise be mitigated. Fair Value. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable and trade accounts payable reported on the consolidated balance sheet approximates fair value due to their short-term maturities. A summary of the estimated fair value of the Partnership’s debt financial instruments follows. December 31, 2023 December 31, 2022 Carrying Value (1) Estimated Carrying Value (1) Estimated (in thousands) 2025 Senior Notes $ 49,783 $ 48,414 $ 259,463 $ 221,733 2026 Secured Notes $ 785,000 $ 778,131 $ 785,000 $ 750,983 2026 Unsecured Notes $ 209,510 $ 203,225 $ — $ — (1) Excludes applicable unamortized debt issuance costs and debt discounts. The carrying value on the balance sheets of the ABL Facility and Permian Transmission Term Loan represent their fair value due to its floating interest rate. The fair value for the 2026 Unsecured Notes, 2026 Secured Notes and 2025 Senior Notes is based on an average of nonbinding broker quotes as of December 31, 2023 and 2022. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value of the Senior Notes. 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 December 31, 2023 and 2022, the estimated fair value of the deferred earn-out liability was $5.1 million and $5.2 million and was estimated using a discounted cash flow technique based on estimated future fresh water deliveries and appropriate discount rates, and the balances are recorded within other noncurrent liabilities on the consolidated balance sheets. 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 Facilities, the Partnership entered into amortizing interest rate swap agreements. As of December 31, 2023 and 2022, the outstanding notional amount of interest rate swaps was $130.4 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 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 | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
PARTNERS' CAPITAL AND MEZZANINE CAPITAL | 12. PARTNERS' CAPITAL AND MEZZANINE CAPITAL Common Units. An update on the number of common units is as follows for the period from December 31, 2021 to December 31, 2023. Common Units December 31, 2021 7,169,834 2022 Preferred Exchange Offer, net of units withheld for taxes 2,853,875 Common units issued for SMLP LTIP, net 159,054 December 31, 2022 10,182,763 Common units issued for SMLP LTIP, net 193,426 December 31, 2023 10,376,189 Series A Preferred Units. In November 2017, the Partnership issued 300,000 Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”) representing limited partner interests in the Partnership at a price to the public of $1,000 per unit. The Series A Preferred Units rank senior to (i) common units representing limited partner interests in the Partnership and (ii) each other class or series of limited partner interests or other equity securities in the Partnership that may be established in the future that expressly ranks junior to the Series A Preferred Units as to the payment of distributions and amounts payable upon a liquidation event. The Series A Preferred Units rank equal in all respects with each class or series of limited partner interests or other equity securities in the Partnership that may be established in the future that is not expressly made senior or subordinated to the Series A Preferred Units as to the payment of distributions and amounts payable on a liquidation event. The Series A Preferred Units rank junior to (i) all of the Partnership’s existing and future indebtedness and other liabilities with respect to assets available to satisfy claims against the Partnership and (ii) each other class or series of limited partner interests or other equity securities in the Partnership established in the future that is expressly made senior to the Series A Preferred Units as to the payment of distributions and amounts payable upon a liquidation event. Income is allocated to the Series A Preferred Units in an amount equal to the earned distributions (whether these distributions are declared by the General Partner to be paid or not) for the respective reporting period. Distributions on the Series A Preferred Units are cumulative and compounding and are payable semi-annually in arrears on the 15th day of each June and December through and including December 15, 2022, and, thereafter, quarterly in arrears on the 15th day of March, June, September and December of each year (each, a “Distribution Payment Date”) to holders of record as of the close of business on the first business day of the month of the applicable Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose. The initial distribution rate for the Series A Preferred Units is 9.50% per annum of the $1,000 liquidation preference per Series A Preferred Unit. On and after December 15, 2022, distributions on the Series A Preferred Units will accumulate for each distribution period at a percentage of the liquidation preference equal to the three-month LIBOR plus a spread of 7.43%. During the fourth quarter of 2023, distributions on the Series A Preferred Units began to accumulate at a rate equal to the three-month SOFR plus a spread of 7.69%. The floating rate established on December 15, 2023 for the period ending March 31, 2024 was 13.1%. The Partnership suspended its distributions to be paid to holders of its Series A Preferred Units, commencing with respect to the quarter ending March 31, 2020. As of December 31, 2023, the amount of accrued and unpaid distributions on the Series A Preferred Units was $33.0 million. A rollforward of the number of outstanding Series A Preferred Units follows for the period from December 31, 2021 to December 31, 2023. Series A December 31, 2021 143,447 2022 Preferred Exchange Offer (77,939) December 31, 2022 65,508 2023 activity — December 31, 2023 65,508 2022 Preferred Exchange Offer . 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. Upon the settlement of the 2022 Preferred Exchange Offer, the Partnership eliminated $92.6 million of the Series A Preferred Unit liquidation preference amount, inclusive of accrued distributions due as of the settlement date. Subsidiary Series A Preferred Units. The Partnership has Subsidiary Series A Preferred Units that ranks senior to each other class or series of limited partner interests or other equity securities in Permian Holdco that may be established in the future that expressly ranks junior to the Subsidiary Series A Preferred Units as to the payment of distributions and amounts payable upon a liquidation event. The Subsidiary Series A Preferred Units rank equal in all respects with each class or series of limited partner interests or other equity securities in Permian Holdco that may be established in the future that is not expressly made senior or subordinated to the Subsidiary Series A Preferred Units as to the payment of distributions and amounts payable on a liquidation event. The Subsidiary Series A Preferred Units rank junior to (i) all of Permian Holdco’s or a subsidiary of Permian Holdco’s future indebtedness and other liabilities with respect to assets available to satisfy claims against Permian Holdco and (ii) each other class or series of limited partner interests or other equity securities in Permian Holdco established in the future that is expressly made senior to the Subsidiary Series A Preferred Units as to the payment of distributions and amounts payable upon a liquidation event. Income is allocated to the Subsidiary Series A Preferred Units in an amount equal to the earned distributions for the respective reporting period. Distributions on the Subsidiary Series A Preferred Units are cumulative and compounding and are payable 21 days following the quarterly period ended March, June, September and December of each year (each, a “Series A Distribution Payment Date”) to holders of record as of the close of business on the first business day of the month of the applicable Series A Distribution Payment Date, in each case, when, as, and if declared by Permian Holdco out of legally available funds for such purpose. The distribution rate for the Subsidiary Series A Preferred Units is 7.00% per annum of the $1,000 liquidation preference per Subsidiary Series A Preferred Unit. A pro-rated initial distribution on the Subsidiary Series A Preferred Units was Paid-in-kind (“PIK”) on January 21, 2020 in an amount equal to 7.00% per Subsidiary Series A Preferred Unit plus 1.00% per annum of the undrawn commitment units. These Subsidiary Series A Preferred Units are considered redeemable securities under GAAP due to the existence of certain redemption provisions that are outside of the Partnership’s control. Therefore, the securities are classified as temporary equity in the mezzanine section of the consolidated balance sheets. 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. The Partnership also elected to make PIK distributions to holders of the Subsidiary Series A Preferred Units during portions of the year ended December 31, 2022, which increase the liquidation preference on each Subsidiary Series A Preferred Unit. Ultimately, Net Income (Loss) Attributable to common limited partners includes adjustments for PIK distributions and redemption accretion. During the year ended December 31, 2022, the Partnership issued 1,600 Subsidiary Series A Preferred Units, through PIK transactions. The Partnership did not make any PIK distributions during the year ended December 31, 2023. As of December 31, 2023 and 2022, the Partnership had 93,039 Subsidiary Series A Preferred Units outstanding. If the Subsidiary Series A Preferred Units were redeemed on December 31, 2023, the redemption amount would be $125.5 million, when considering the applicable multiple of invested capital metric and make-whole amount provisions contained in the Amended and Restated Limited Liability Company Agreement of Permian Holdco. The following table shows the change in the Partnership’s Subsidiary Series A Preferred Unit balance from January 1, 2022 through December 31, 2023, net of $1.7 million and $2.2 million of unamortized issuance costs at December 31, 2023 and December 31, 2022, respectively: (in thousands) Balance at January 1, 2022 $ 106,325 PIK distributions 1,600 Redemption accretion, net of issuance cost amortization 15,544 Cash distribution (includes $1.6 million distributions payable as of December 31, 2022) (4,885) Balance at December 31, 2022 $ 118,584 Redemption accretion, net of issuance cost amortization 12,581 Cash distribution (includes $1.6 million distributions payable as of December 31, 2023) (6,513) Balance at December 31, 2023 $ 124,652 Cash Distribution Policy. The Partnership suspended its cash distributions to holders of its common units and Series A Preferred Units, commencing with respect to the quarter ending March 31, 2020. Upon the resumption of distributions, the Partnership Agreement requires that it distribute all available cash, subject to reserves established by its General Partner, within 45 days after the end of each quarter to unitholders of record on the applicable record date. The amount of distributions paid under this policy is subject to fluctuations based on the amount of cash the Partnership generates from its business and the decision to make any distribution is determined by the General Partner, taking into consideration the terms of the Partnership Agreement. |
EARNINGS PER UNIT
EARNINGS PER UNIT | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER UNIT | 13. EARNINGS PER UNIT The following table details the components of EPU. Year ended December 31, 2023 2022 (In thousands, except per-unit amounts) Numerator for basic and diluted EPU: Allocation of net loss among limited partner interests: Net loss $ (38,947) $ (123,461) Less: Net income attributable to Subsidiary Series A Preferred Units (12,581) (17,144) Net loss attributable Summit Midstream Partners, LP (51,528) (140,605) Less: Net income attributable to Series A Preferred Unit (11,566) (8,048) Add: Deemed capital contribution — 20,974 Net loss attributable to common limited partners $ (63,094) $ (127,679) Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 10,334 10,048 Effect of nonvested phantom units — — Weighted-average common units outstanding – diluted 10,334 10,048 Net Loss per limited partner unit: Common unit – basic $ (6.11) $ (12.71) Common unit – diluted $ (6.11) $ (12.71) Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 245 177 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 14. SUPPLEMENTAL CASH FLOW INFORMATION Year ended December 31, 2023 2022 (In thousands) Supplemental cash flow information: Cash interest paid $ 127,022 $ 89,472 Cash paid for taxes 15 149 Noncash investing and financing activities: Capital expenditures in trade accounts payable (period-end accruals) $ 11,612 $ 6,724 2025 Senior Notes Exchange 180,030 — Accretion of Subsidiary Series A Preferred Units 12,581 15,544 Right-of-use assets acquired in connection with Sterling DJ acquisition — 9,865 2022 Preferred Exchange Offer — 92,587 |
UNIT-BASED AND NONCASH COMPENSA
UNIT-BASED AND NONCASH COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
UNIT-BASED AND NONCASH COMPENSATION | 15. 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. The SMLP LTIP provides for the granting, from time to time, of unit-based awards, including common units, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards. Grants are made at the discretion of the Board of Directors or Compensation Committee. Initially, a total of 1.0 million common units was reserved for issuance pursuant to and in accordance with the SMLP LTIP. On June 24, 2022 unitholders of the Partnership approved the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan, which increased the number of common units available for issuance to the Partnership’s employees, consultants and directors. As of December 31, 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. Significant items for the year ended December 31, 2023: • For the year ended December 31, 2023, the Partnership granted 212,893 phantom units and associated distribution equivalent rights to employees. These awards granted during the year ended December 31, 2023 had a fair values of $16.00 per common unit and vest ratably over a three-year period. • For the year ended December 31, 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 year ended December 31, 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. The following table presents phantom unit activity for the periods presented: Units Weighted-average grant date fair value Nonvested phantom units, December 31, 2021 333,779 $ 21.78 Phantom units granted 509,631 17.70 Phantom units vested (229,551) 23.61 Phantom units forfeited (8,717) 22.53 Nonvested phantom units, December 31, 2022 605,142 17.62 Phantom units granted 323,371 17.29 Phantom units vested (236,154) 15.69 Phantom units forfeited (3,892) 20.50 Nonvested phantom units, December 31, 2023 688,467 $ 17.69 A phantom unit is a notional unit that entitles the grantee to receive a common unit upon the vesting of the phantom unit or on a deferred basis upon specified future dates or events or, in the discretion of the administrator, cash equal to the fair market value of a common unit. Distribution equivalent rights for each phantom unit provide for a lump sum cash amount equal to the accrued distributions from the grant date to be paid in cash upon the vesting date. Phantom units granted to date generally vest ratably over a three-year period. Grant date fair value is determined based on the closing price of SMLP’s common units on the date of grant multiplied by the number of phantom units awarded to the grantee. Forfeitures are recorded as incurred. Holders of all phantom units granted to date are entitled to receive distribution equivalent rights for each phantom unit, providing for a lump sum cash amount equal to the accrued distributions from the grant date of the phantom units to be paid in cash upon the vesting date. Upon vesting, phantom unit awards may be settled, at the Partnership’s discretion, in cash and/or common units, but the current intention is to settle all phantom unit awards with common units. The intrinsic value of phantom units that vested during the years ended December 31, follows. Year ended December 31, 2023 2022 (In thousands) Intrinsic value of vested LTIP awards $ 3,758 $ 5,420 As of December 31, 2023, the unrecognized unit-based compensation related to the SMLP LTIP was $5.9 million. Incremental unit-based compensation will be recorded over the remaining weighted-average vesting period of approximately 0.98 years. Unit-based compensation recognized in general and administrative expense related to awards under the SMLP LTIP follows. Year ended December 31, 2023 2022 (In thousands) SMLP LTIP unit-based compensation $ 6,566 $ 3,778 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | 16. LEASES Leases. The Partnership leases certain office space and equipment under operating leases. The Partnership leases office space for terms of between 3 and 10 years. Office space leases limit exposure to risks related to ownership, such as fluctuations in real estate prices. The Partnership leases equipment primarily to support its operations in response to the needs of its gathering systems for terms of between 3 and 4 years. The Partnership also leases vehicles under finance leases to support its operations in response to the needs of its gathering systems for a term of 3 years. Some of the Partnership’s leases are subject to annual escalations relating to the Consumer Price Index (“CPI”). While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. Significant assumptions or judgments include the determination of whether a contract contains a lease and the discount rate used in the lease liabilities. The rate implicit in the lease contracts are not readily determinable. In determining the discount rate used for lease liabilities, the Partnership analyzed certain factors in its incremental borrowing rate, including collateral assumptions and the term used. The Partnership’s incremental borrowing rate was 6.43% at December 31, 2023, which reflects the rate at which the Partnership could borrow a similar amount, for a similar term and with similar collateral as in the lease contracts at the commencement date. ROU assets (included in the other noncurrent assets Other current liabilities Other noncurrent liabilities December 31, 2023 December 31, 2022 (In thousands) ROU assets Operating $ 10,352 $ 11,633 Finance 2,400 1,389 $ 12,752 $ 13,022 Lease liabilities, current Operating $ 3,341 $ 2,570 Finance 870 435 $ 4,211 $ 3,005 Lease liabilities, noncurrent Operating $ 7,360 $ 9,672 Finance 1,197 679 $ 8,557 $ 10,351 Lease cost and Other information follow: Year ended December 31, 2023 2022 (In thousands) Lease cost Finance lease cost: Amortization of ROU assets (included in depreciation and amortization) $ 686 $ 673 Interest on lease liabilities (included in interest expense) 62 18 Operating lease cost (included in general and administrative expense) 1,999 1,815 $ 2,747 $ 2,506 Year ended December 31, 2023 2022 (In thousands) Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 3,975 $ 1,732 Operating cash outflows from finance leases 62 18 Financing cash outflows from finance leases 610 330 ROU assets obtained in exchange for new operating lease liabilities 3,516 9,865 ROU assets obtained in exchange for new finance lease liabilities 1,238 1,298 Weighted-average remaining lease term (years) - operating leases 3.6 4.7 Weighted-average remaining lease term (years) - finance leases 2.5 2.4 Weighted-average discount rate - operating leases 6 % 6 % Weighted-average discount rate - finance leases 5 % 3 % The Partnership recognizes total lease expense incurred or allocated to us in general and administrative expenses. Lease expense related to operating leases, including lease expense incurred on the Partnership’s behalf and allocated to us, was as follows: Year ended December 31, 2023 2022 (In thousands) Lease expense $ 5,898 $ 3,162 Future minimum lease payments due under noncancelable leases at December 31, 2023, were as follows: December 31, 2023 (In thousands) Operating Finance 2024 $ 4,067 $ 870 2025 3,573 736 2026 2,468 374 2027 2,074 87 2028 61 — 2029 27 — Thereafter 330 — Total future minimum lease payments $ 12,600 $ 2,067 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 17. SEGMENT INFORMATION As of December 31, 2023, the Partnership’s current reportable segments are: • Rockies – Includes the Partnership’s wholly owned midstream assets located in the Williston Basin and the DJ Basin. • Permian – Includes the Partnership’s equity method investment in Double E. • 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 segments for the purpose of evaluating their performance, including certain general and administrative expense items, certain natural gas and crude oil marketing services and transaction costs. Assets by reportable segment follow. December 31, 2023 2022 (in thousands) Assets: Northeast $ 573,663 $ 591,091 Rockies 904,974 886,629 Permian 291,073 298,906 Piceance 431,687 475,719 Barnett 281,861 295,473 Total reportable segment assets 2,483,258 2,547,818 Corporate and Other 10,940 12,146 Total assets $ 2,494,198 $ 2,559,964 Revenues by reportable segment follow. Year ended December 31, 2023 2022 (In thousands) Revenues: Northeast $ 63,805 $ 54,392 Rockies 255,031 143,603 Permian 3,570 25,151 Piceance 91,417 93,349 Barnett 45,117 52,096 Total reportable segments revenue 458,940 368,591 Corporate and Other (37) 1,003 Total revenues $ 458,903 $ 369,594 Counterparties accounting for a significant portion of total revenues were as follows: Year ended December 31, 2023 2022 Percentage of total revenues: Counterparty A - Piceance 10 % 13 % Counterparty B - Rockies 13 % * ________________________________________________________ * Less than 10% in the aggregate Depreciation and amortization, including the amortization expense associated with the Partnership’s favorable and unfavorable gas gathering contracts as reported in other revenues, by reportable segment follow. Year ended December 31, 2023 2022 (In thousands) Depreciation and amortization: Northeast $ 17,856 $ 17,501 Rockies 36,148 30,532 Permian — 2,736 Piceance 52,014 51,352 Barnett (1) 16,171 16,116 Total reportable segment depreciation and amortization 122,189 118,237 Corporate and Other 1,513 1,756 Total depreciation and amortization $ 123,702 $ 119,993 ______________________________________ (1) Includes the amortization expense associated with the Partnership’s favorable and unfavorable gas gathering contracts as reported in Other revenues. Cash paid for capital expenditures by reportable segment follow. Year ended December 31, 2023 2022 (In thousands) Cash paid for capital expenditures: Northeast $ 4,695 $ 8,743 Rockies 54,969 11,903 Permian — 1,407 Piceance 4,544 6,116 Barnett 186 366 Total reportable segment capital expenditures 64,394 28,535 Corporate and Other 4,511 1,937 Total cash paid for capital expenditures $ 68,905 $ 30,472 The Partnership assesses the performance of its reportable segments based on segment adjusted EBITDA. The Partnership defines segment adjusted EBITDA as total revenues less total costs and expenses; plus (i) other income excluding interest income, (ii) proportional adjusted EBITDA for equity method investees, (iii) depreciation and amortization, (iv) adjustments related to MVC shortfall payments, (v) adjustments related to capital reimbursement activity, (vi) unit-based and noncash compensation, (vii) impairments (vii) other noncash expenses or losses, less other noncash income or gains and (ix) restructuring expenses. Proportional adjusted EBITDA for the Partnership’s equity method investees is defined as the product of (i) total revenues less total expenses, excluding impairments and other noncash income or expense items, and amortization for deferred contract costs; and (ii) ownership interest in Ohio Gathering during the respective period. For the purpose of evaluating segment performance, the Partnership excludes the effect of Corporate and Other revenues and expenses, such as certain general and administrative expenses (including compensation-related expenses and professional services fees), certain natural gas and crude oil marketing services, transaction costs, interest expense and income tax expense or benefit from segment adjusted EBITDA. Segment adjusted EBITDA by reportable segment follows. Year ended December 31, 2023 2022 (In thousands) Reportable segment adjusted EBITDA Northeast $ 94,249 $ 77,046 Rockies 87,390 57,810 Permian 24,207 18,051 Piceance 59,749 60,055 Barnett 26,171 31,624 Total of reportable segments' measures of profit $ 291,766 $ 244,586 A reconciliation of income or loss before income taxes and income or loss from equity method investees to total of reportable segments' measures of profit or loss follows. Year ended December 31, 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 $ (72,454) $ (141,277) Add: Corporate and Other expense 30,758 29,118 Interest expense 140,784 102,459 Loss on early extinguishment of debt 10,934 — Depreciation and amortization (1) 123,702 119,993 Proportional adjusted EBITDA for equity method investees 61,070 45,419 Adjustments related to capital reimbursement activity (9,874) (6,041) Unit-based and noncash compensation 6,566 3,778 Gain on asset sales, net (260) (507) Long-lived asset impairment 540 91,644 Total of reportable segments' measures of profit $ 291,766 $ 244,586 ______________________________________ (1) Includes the amortization expense associated with the Partnership’s favorable gas gathering contracts as reported in other revenues. Contributions in aid of construction are recognized over the remaining term of the respective contract. The Partnership includes adjustments related to capital reimbursement activity in its calculation of segment adjusted EBITDA to account for revenue recognized from contributions in aid of construction. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net loss attributable to Summit Midstream Partners, LP | $ (51,528) | $ (140,605) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Presentation and Consolidation | The Partnership prepares its consolidated financial statements in accordance with GAAP as established by the FASB. 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 consolidated financial statements include the assets, liabilities and results of operations of SMLP and its subsidiaries. All intercompany transactions among the consolidated entities have been eliminated in consolidation. Comprehensive income or loss is the same as net income or loss for all periods presented. |
Cash, Cash Equivalents and Restricted Cash | The Partnership considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash that is held by a major bank and has restrictions on its availability to the Partnership is classified as restricted cash. The restricted cash balance of $2.6 million and $1.7 million at December 31, 2023 and 2022, respectively, is related to proceeds which are available to finance Permian Transmission’s debt service or other general corporate purposes of Permian Transmission. See Note 9 - Debt for additional information. |
Accounts Receivable | Accounts receivable relate to gathering and other services provided to the Partnership’s customers and other counterparties. The Partnership evaluates the collectability of its accounts receivable and the need for an allowance for doubtful accounts based on customer-specific facts and circumstances. To the extent the collectability of a specific customer or counterparty receivable is doubtful, the Partnership recognizes an allowance for doubtful accounts. Uncollectible receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or a receivable amount is deemed otherwise unrealizable. |
Property, Plant and Equipment | The Partnership records property, plant and equipment at historical cost of construction or fair value of the assets at acquisition. The Partnership capitalizes expenditures that extend the useful life of an asset or enhance its productivity or efficiency from its original design over the expected remaining period of use. For maintenance and repairs that do not add capacity or extend the useful life of an asset, the Partnership recognizes expenditures as an expense as incurred. The Partnership capitalizes project costs incurred during construction, including interest on funds borrowed to finance the construction of facilities and pipelines, as construction in progress. Accrued capital expenditures are reflected in trade accounts payable. The Partnership records depreciation on a straight-line basis over an asset’s estimated useful life and bases its estimates for useful life on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Estimates of useful lives follow. Useful lives Gathering and processing systems and related equipment 12-30 Other 3-15 Construction in progress is depreciated consistent with its applicable asset class once it is placed in service. Land and line fill are not depreciated. The Partnership bases an asset’s carrying value on estimates, assumptions and judgments for useful life and salvage value. Upon sale, retirement or other disposal, the Partnership removes the carrying value of an asset and its accumulated depreciation from its balance sheet and recognizes the related gain or loss, if any. |
Asset Retirement Obligations | The Partnership records a liability for asset retirement obligations only if and when a future asset retirement obligation with a determinable life is identified. For identified asset retirement obligations, the Partnership evaluates whether the expected retirement date and related costs of retirement can be estimated. The Partnership has concluded that its gathering and processing assets have an indeterminate life because they are owned and will operate for an indeterminate period when properly maintained. Because the Partnership does not have sufficient information to reasonably estimate the amount or timing of such obligations and does not have any current plan to discontinue use of any significant assets, the Partnership did not provide for any asset retirement obligations as of December 31, 2023 or 2022. |
Amortizing Intangibles | The Partnership has certain acquired gas gathering contracts that had above-market pricing structures at the acquisition date and the Partnership amortizes these favorable contracts using a straight-line method over the contract’s estimated useful life. The Partnership defines useful life as the period over which the contract is expected to contribute to the Partnership’s future cash flows. These favorable contracts have original terms ranging from 10 years to 20 years and the Partnership recognizes the amortization expense associated with these contracts in Other revenues. The Partnership amortizes all other gas gathering contracts, or contract intangibles, over the period of economic benefit based upon expected revenues over the life of the contract. The useful life of these contracts ranges from 3 years to 25 years. The Partnership recognizes the amortization expense associated with these contracts in Depreciation and amortization expense. The Partnership also has rights-of-way associated with municipal easements and easements granted within existing rights-of-way. The Partnership amortizes these intangible assets over the shorter of the contractual term of the rights-of-way or the estimated useful life of the gathering system. The contractual terms of the rights-of-way range from 20 years to 30 years and the Partnership recognizes the amortization expense associated with these rights-of-way assets in Depreciation and amortization expense. |
Equity Method Investments | The Partnership accounts for investments in which it exercises significant influence using the equity method so long as it (i) does not control the investee and (ii) is not the primary beneficiary. The Partnership reflects these investments in its consolidated balance sheets under the caption titled “investment in equity method investees.” The Partnership recognizes an other-than-temporary impairment for losses in the value of equity method investees when evidence indicates that the carrying amount is no longer supportable. Evidence of a loss in value might include, but is not limited to, absence of an ability to recover the carrying amount of the investment or an inability of the equity method investee to sustain an earnings capacity that would justify the carrying amount of the investment. A current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. The Partnership evaluates its equity method investments for impairment whenever a triggering event exists that would indicate a need to assess the investment for potential impairment. |
Impairment of Long-Lived Assets | The Partnership tests assets for impairment when events or circumstances indicate the carrying value of a long-lived asset may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If the Partnership concludes that an asset’s carrying value will not be recovered through future cash flows, the Partnership recognizes an impairment loss on the long-lived asset equal to the amount by which the carrying value exceeds its fair value. The Partnership determines fair value using a combination of market-based and income-based approaches. |
Environmental Matters | The Partnership is subject to various federal, state and local laws and regulations relating to the protection of the environment. Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines and penalties and other sources are charged to expense when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. The Partnership accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. Recoveries of environmental remediation costs from other parties or insurers are recorded as assets when their realization is assured beyond a reasonable doubt. |
Commitments and Contingencies | When required, the Partnership records accruals for loss contingencies in accordance with FASB ASC 450, Contingencies . Such determinations are subject to interpretations of current facts and circumstances, forecasts of future events and estimates of the financial impacts of such events. |
Mezzanine Capital | A noncontrolling interest is reported as a component of equity unless the noncontrolling interest is considered redeemable, in which case the noncontrolling interest is recorded between liabilities and equity (mezzanine or temporary equity) in the Partnership’s consolidated balance sheet. |
Revenue Recognition | The Partnership provides gathering and/or processing services principally under contracts that contain one or more of the following arrangements described below: • Fee-based arrangements. Under fee-based arrangements, the Partnership receives a fee or fees for one or more of the following services (i) natural gas gathering, treating, transporting, compressing and/or processing and (ii) crude oil and/or produced water gathering and (iii) fresh water delivery services. • Percent-of-proceeds arrangements. Under percent-of-proceeds arrangements, the Partnership generally purchases natural gas from producers at the wellhead, or other receipt points, gathers the wellhead natural gas through its gathering system, treats and compresses the natural gas, processes the natural gas and/or sells the natural gas to a third party for processing. The Partnership then remits to its producers an agreed-upon percentage of the actual proceeds received from sales of the residue natural gas and NGLs. Certain of these arrangements may also result in returning all or a portion of the residue natural gas and/or the NGLs to the producer, in lieu of returning sales proceeds. The margins earned are directly related to the volume of natural gas that flows through the system and the price at which the Partnership is able to sell the residue natural gas and NGLs. The majority of the Partnership’s contracts have a single performance obligation which is either to provide gathering services (an integrated service) or sell natural gas, NGLs and condensate, which are both satisfied when the related natural gas, crude oil and produced water are received and transferred to an agreed upon delivery point. The Partnership also has certain contracts with multiple performance obligations. They include an option for the customer to acquire additional services such as contracts containing MVCs. These performance obligations would also be satisfied when the related natural gas, crude oil and produced water are received and transferred to an agreed upon delivery point. In these instances, the Partnership allocates the contract’s transaction price to each performance obligation using its best estimate of the standalone selling price of each service in the contract. Performance obligations for gathering services are generally satisfied over time. The Partnership utilizes either an output method (i.e., measure of progress) for guaranteed, stand-ready service contracts or an asset/system delivery time estimate for non-guaranteed, as-available service contracts. Performance obligations for the sale of natural gas, NGLs and condensate are satisfied at a point in time. There are no significant judgments for these transactions because the customer obtains control based on an agreed upon delivery point. Services are typically billed on a monthly basis and the Partnership does not offer extended payment terms. The Partnership does not have contracts with financing components. For the contracts described above, the Partnership reflects its revenues in the financial statement captions described below. Financial statement caption: Revenue description: Revenues: Gathering services and related fees • Revenue earned from fee-based gathering, compression, treating and processing services; Natural gas, NGLs and condensate sales • Revenue from the sale of physical natural gas purchased from customers percent-of- proceeds arrangements (Costs are presented within cost of natural gas and NGLs); • Revenue from sale of condensate and NGLs retained from gathering services (Costs are presented within operation and maintenance expense); Other revenues • Reimbursements to the Partnership for costs incurred by the Partnership on customer’s behalf (Recorded on a gross basis with corresponding costs included in operations and maintenance expense); • Revenue for freshwater deliveries; • Contract amortization; and • Revenue for management fees related to Double E. Certain of the Partnership’s gathering and/or processing agreements provide for monthly MVCs. Under these MVCs, customers agree to ship and/or process a minimum volume of production on its gathering systems or to pay a minimum monetary amount over certain periods during the term of the MVC. A customer must make a shortfall payment to the Partnership at the end of the contracted measurement period if its actual throughput volumes are less than its contractual MVC for that period. Certain customers are entitled to utilize shortfall payments to offset gathering fees in one or more subsequent contracted measurement periods to the extent that such customers throughput volumes in a subsequent contracted measurement period exceed its MVC for that contracted measurement period. 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. These provisions include the following: • To the extent that a customer's throughput volumes are less than its MVC for the applicable period and the customer makes a shortfall payment, it may be entitled to an offset in one or more subsequent periods to the extent that its throughput volumes in subsequent periods exceed its MVC for those periods. In such a situation, the Partnership would not receive gathering fees on throughput in excess of that customer's MVC (depending on the terms of the specific gas gathering agreement) to the extent that the customer had made a shortfall payment with respect to one or more preceding measurement periods (as applicable). • To the extent that a customer's throughput volumes exceed its MVC in the applicable contracted measurement period, it may be entitled to apply the excess throughput against its aggregate MVC, thereby reducing the period for which its annual MVC applies. As a result of this mechanism, the weighted-average remaining period for which the Partnership’s MVCs apply will be less than the weighted-average of the originally stated MVC contractual terms. • To the extent that certain of the Partnership’s customers' throughput volumes exceed its MVC for the applicable period, there is a crediting mechanism that allows the customer to build a bank of credits that it can utilize in the future to reduce shortfall payments owed in subsequent periods, subject to expiration if there is no shortfall in subsequent periods. The period over which this credit bank can be applied to future shortfall payments varies, depending on the particular gas gathering agreement. The Partnership recognizes customer obligations under their MVCs as revenue and contract assets when (i) it considers it remote that the customer will utilize shortfall payments to offset gathering or processing fees in excess of its MVCs in subsequent periods; (ii) the customer incurs a shortfall in a contract with no banking mechanism or claw back provision; (iii) the customer’s banking mechanism has expired; or (iv) it is remote that the customer will use its unexercised right. In making this determination, the Partnership considers both quantitative and qualitative facts and circumstances, including, but not limited to, contract terms, capacity of the associated pipeline or receipt point and/or expectations regarding future investment, drilling and production. The majority of the Partnership’s revenue is derived from long-term, fee-based contracts with its customers, which include original terms of up to 25 years. The Partnership recognizes revenue earned from fee-based gathering, compression, treating and processing services in gathering services and related fees. The Partnership also earns revenue in the Rockies and Piceance reporting segments from the sale of physical natural gas purchased from its customers under certain percent-of-proceeds arrangements. Under ASC Topic 606, these gathering contracts are presented net within cost of natural gas and NGLs. The Partnership sells natural gas that it retains from certain customers in the Barnett reporting segment to offset the power expenses, included in operations and maintenance expense, of the electric-driven compression on the gathering system. The Partnership also sells condensate and NGLs retained from certain of its gathering services in the Piceance and Rockies reporting segments. Revenues from the sale of natural gas and condensate are recognized in Natural gas, NGLs and condensate sales; the associated expense is included in Operation and maintenance expense. Certain customers reimburse the Partnership for costs incurred on their behalf. The Partnership records costs incurred and reimbursed by its customers on a gross basis, with the revenue component recognized in Other revenues and the associated expense included in operations and maintenance expense. The transaction price in the Partnership’s contracts is primarily based on the volume of natural gas, crude oil or produced water transferred by its gathering systems to the customer’s agreed upon delivery point multiplied by the contractual rate. For contracts that include MVCs, variable consideration up to the MVC will be included in the transaction price. For contracts that do not include MVCs, the Partnership does not estimate variable consideration because the performance obligations are completed and settled on a daily basis. For contracts containing noncash consideration such as fuel received in-kind, the Partnership measures the transaction price at the point of sale when the volume, mix and market price of the commodities are known. The Partnership has contracts with MVCs that are variable and constrained. Contracts with longer than monthly MVCs are reviewed on a quarterly basis and adjustments to those estimates are made during each respective reporting period, if necessary. The transaction price is allocated if the contract contains more than one performance obligation such as contracts that include MVCs. The transaction price allocated is based on the MVC for the applicable measurement period. |
Unit-Based Compensation | For awards of unit-based compensation, the Partnership determines a grant date fair value and recognizes the related compensation expense in the statements of operations over the vesting period for each respective award. |
Income Taxes | The Partnership is generally not subject to federal and state income taxes, except as noted below. However, its unitholders are individually responsible for paying federal and state income taxes on their share of its taxable income. Net income or loss for GAAP purposes may differ significantly from taxable income reportable to its unitholders as a result of differences between the tax basis and the GAAP basis of assets and liabilities and the taxable income allocation requirements of the Partnership’s governing documents. The aggregate difference in the basis of the Partnership’s net assets for financial and income tax purposes cannot be readily determined as the Partnership does not have access to the information about each partner’s tax attributes related to the Partnership. In general, legal entities that are chartered, organized or conducting business in the state of Texas are subject to a franchise tax (the “Texas Margin Tax”). The Texas Margin Tax has the characteristics of an income tax because it is determined by applying a tax rate to a tax base that considers both revenues and expenses. The Partnership’s financial statements reflect provisions for these tax obligations. |
Interest Rate Swaps | Interest rate swap agreements are reported as either assets or liabilities on the consolidated balance sheet at fair value. Interest rate swap agreements are not designated as cash-flow hedges, and accordingly, the changes in the fair value are recorded in earnings. The Partnership does not use interest rate swap agreements for speculative purposes. |
Accounting standards recently implemented. and New Accounting Standards Implemented in this Annual Report | 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 9 - Debt, for additional information. New accounting standards not yet implemented in this Annual Report. ASU No. 2020-06 Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-06”). ASU 2020-06 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 2020-06 will have a material impact on its consolidated financial statements and disclosures. ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 enhances disclosures on reportable segments and provides additional detailed information about significant segment expenses. The guidance in ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Partnership continues to assess the impact of the new guidance, but does not expect the provisions of ASU 2023-07 will have a material impact on its consolidated financial statements and disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Useful lives of Property, Plant and Equipment | Estimates of useful lives follow. Useful lives Gathering and processing systems and related equipment 12-30 Other 3-15 |
ACQUISTIONS AND DIVESTITURES (T
ACQUISTIONS AND DIVESTITURES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of the Assets and Liabilities Acquired | The following table sets forth the preliminary fair value of the assets acquired and liabilities assumed as of the acquisition date. There were no material changes made during 2023 to the provisional purchase accounting measurements initially recorded in December 2022 for the Outrigger DJ Acquisition. The purchase price allocation was complete as of the fourth quarter of 2023. (in thousands) Total consideration paid for Outrigger DJ $ 167,631 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 1,000 Accounts receivable 7,529 Other current assets 190 Property, plant and equipment, net 144,514 Intangible assets 21,447 Trade accounts payable, accrued expenses and other (7,049) Net assets acquired and liabilities assumed $ 167,631 The following table sets forth the preliminary fair value of the assets acquired and liabilities assumed as of the acquisition date. There were no material changes made during 2023 to the provisional purchase accounting measurements initially recorded in December 2022 for the Sterling DJ acquisition. The purchase price allocation was complete as of the fourth quarter of 2023. (in thousands) Total consideration paid for Sterling DJ $ 140,396 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 500 Accounts receivable 16,224 Other current assets 4,557 Property, plant and equipment, net 108,720 Intangible assets 38,678 Other noncurrent assets 9,865 Trade accounts payable, accrued expenses and other (38,148) Net assets acquired $ 140,396 |
Schedule of Pro Forma Information | The following table summarizes the unaudited pro forma condensed financial information of SMLP as if the acquisitions of Outrigger DJ and Sterling DJ, along with the dispositions of Bison Midstream and the Lane G&P System, had occurred on January 1, 2021: Year Ended Revenues $ 543,024 Net loss $ (36,945) |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 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 over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated MVC shortfall payments. The Partnership applies the practical expedient in paragraph 606-10-50-14 of Topic 606 for certain arrangements that are considered optional purchases (i.e., there is no enforceable obligation for the customer to make purchases) and those amounts are therefore excluded from the table. 2024 2025 2026 2027 2028 Thereafter (in thousands) Gathering services and related fees $ 65,472 $ 45,594 $ 29,292 $ 7,685 $ 5,137 $ — |
Schedule of Disaggregated Revenue by Geographic Area and Major Products and Services Reportable Segments | In the following table, revenue is disaggregated by geographic area and major products and services. For more detailed information about reportable segments, see Note 17 -Segment Information. Year ended December 31, 2023 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (in thousands) Reportable Segments: Northeast $ 63,805 $ — $ — $ 63,805 Rockies 65,869 173,688 15,474 255,031 Permian — — 3,570 3,570 Piceance 81,041 4,788 5,588 91,417 Barnett 37,508 778 6,831 45,117 Total reportable segments 248,223 179,254 31,463 458,940 Corporate and other — — (37) (37) Total $ 248,223 $ 179,254 $ 31,426 $ 458,903 Year ended December 31, 2022 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (in thousands) Reportable Segments: Northeast $ 54,392 $ — $ — $ 54,392 Rockies 67,838 59,208 16,557 143,603 Permian 3,668 17,382 4,101 25,151 Piceance 80,630 7,111 5,608 93,349 Barnett 41,830 2,503 7,763 52,096 Total reportable segments 248,358 86,204 34,029 368,591 Corporate and other — 21 982 1,003 Total $ 248,358 $ 86,225 $ 35,011 $ 369,594 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment, Net | Details on the Partnership’s property, plant and equipment follow. December 31, 2023 December 31, 2022 (In thousands) Gathering and processing systems and related equipment $ 2,335,980 $ 2,262,330 Construction in progress 56,064 59,036 Land and line fill 11,534 11,756 Other 65,029 62,222 Total 2,468,607 2,395,344 Less accumulated depreciation (770,022) (676,590) Property, plant and equipment, net $ 1,698,585 $ 1,718,754 |
Schedule of Depreciation Expense and Capitalized Interest Costs | Depreciation expense and capitalized interest for the Partnership follow. Year ended December 31, 2023 2022 (In thousands) Depreciation expense $ 95,307 $ 93,457 Capitalized interest 1,284 838 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Liabilities Subject to Amortization | Details regarding the Partnership’s intangible assets follow. December 31, 2023 Gross carrying amount Accumulated amortization Net (In thousands) Favorable gas gathering contracts $ 21,063 $ (15,747) $ 5,316 Contract intangibles 270,412 (247,024) 23,388 Rights-of-way 205,358 (66,906) 138,452 Indefinite-lived intangibles 8,436 — 8,436 Total intangible assets $ 505,269 $ (329,677) $ 175,592 December 31, 2022 Gross carrying amount Accumulated amortization Net (In thousands) Favorable gas gathering contracts $ 21,063 $ (14,809) $ 6,254 Contract intangibles 270,412 (228,143) 42,269 Rights-of-way 200,089 (58,330) 141,759 Indefinite-lived intangibles 8,436 — 8,436 Total intangible assets $ 500,000 $ (301,282) $ 198,718 |
Schedule of Recognized Amortization Expense in Other Revenues and Cost and Expenses | The Partnership recognized amortization expense of its favorable gas gathering contracts in Other revenues as follows: Year ended December 31, 2023 2022 (In thousands) Amortization expense – favorable gas gathering contracts $ 938 $ 938 The Partnership recognized amortization expense of its contract and right of way intangibles in costs and expenses as follows: Year ended December 31, 2023 2022 (In thousands) Amortization expense – contract intangibles $ 18,881 $ 18,935 Amortization expense – rights-of-way 8,576 6,527 |
Schedule of Estimated Aggregate Annual Amortization Expected to be Recognized | The Partnership’s estimated aggregate annual amortization expected to be recognized for each of the five succeeding fiscal years and thereafter, as of December 31, 2023, follows. (In thousands) 2024 $ 18,076 2025 17,892 2026 14,867 2027 8,878 2028 8,711 Thereafter 98,732 $ 167,156 |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | Details of the Partnership’s equity method investments follows. December 31, 2023 December 31, 2022 (In thousands) Double E (1) $ 276,221 $ 281,640 Ohio Gathering 210,213 225,037 Total $ 486,434 $ 506,677 (1) The Partnership’s investment balance in Double E includes capitalized interest costs. Summarized balance sheet information for Double E follows (amounts represent 100% of investee financial information). December 31, 2023 December 31, 2022 (In thousands) Current assets $ 11,410 $ 5,121 Noncurrent assets 391,777 403,594 Total assets $ 403,187 $ 408,715 Current liabilities $ 6,373 $ 8,635 Noncurrent liabilities 13,727 9,137 Total liabilities $ 20,100 $ 17,772 Summarized statements of operations information for Double E follows (amounts represent 100% of investee financial information). Year Ended December 31, 2023 Year Ended December 31, 2022 (In thousands) Total revenues $ 42,335 $ 32,418 Total operating expenses 26,868 25,685 Net income $ 15,467 $ 6,733 A reconciliation of the difference between the carrying amount of the Partnership’s interest in Ohio Gathering and the Partnership’s underlying investment in Ohio Gathering, per Ohio Gathering’s books and records, is shown below. 2023 2022 (In thousands) Investment in Ohio Gathering, December 31 $ 210,213 $ 225,037 December cash distributions 3,950 2,673 Basis difference (1) 190,600 199,263 Investment in Ohio Gathering (Books and records), November 30, $ 404,763 $ 426,973 (1) Amount consists of differences created as a result of equity method impairment charges previously recognized which are being amortized over the remaining average life of the underlying assets. Summarized balance sheet information for OGC and OCC follows (amounts represent 100% of investee financial information). November 30, 2023 November 30, 2022 OGC OCC OGC OCC (In thousands) Current assets $ 42,716 $ 5,885 $ 36,062 $ 5,195 Noncurrent assets 1,131,503 1,104 1,157,530 274 Total assets $ 1,174,219 $ 6,989 $ 1,193,592 $ 5,469 Current liabilities $ 6,174 $ 3,736 $ 6,942 $ 3,588 Noncurrent liabilities 14,088 1,149 13,380 3,096 Total liabilities $ 20,262 $ 4,885 $ 20,322 $ 6,684 Summarized statements of operations information for OGC and OCC follows (amounts represent 100% of investee financial information). Twelve Months Ended Twelve Months Ended OGC OCC OGC OCC (In thousands) Total revenues $ 138,707 $ 15,603 $ 113,317 $ 13,340 Total operating expenses 99,770 12,285 106,369 12,786 Net income 38,937 3,318 6,948 554 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Rollforward Deferred Revenue | An update of current deferred revenue is as follows. (In thousands) Current deferred revenue, January 1, 2023 $ 9,054 Additions 10,970 Less: revenue recognized and other (9,828) Current deferred revenue, December 31, 2023 $ 10,196 An update of noncurrent deferred revenue follows. (In thousands) Noncurrent deferred revenue, January 1, 2023 $ 37,694 Additions 2,951 Less: reclassification to current deferred revenue and other (10,560) Noncurrent deferred revenue, December 31, 2023 $ 30,085 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt for the Partnership at December 31, 2023 and 2022 follows. December 31, 2023 December 31, 2022 (In thousands) ABL Facility : Summit Holdings’ asset based credit facility due May 1, 2026 $ 313,000 $ 330,000 Permian Transmission Term Loan : Permian Transmission’ variable rate senior secured term loan due January 2028 144,846 155,353 2026 Unsecured Notes : 12.00% senior unsecured notes due October 15, 2026 209,510 — 2025 Senior Notes : 5.75% senior unsecured notes due April 15, 2025 49,783 259,463 2026 Secured Notes : 8.50% senior second lien notes due October 15, 2026 785,000 785,000 Less: unamortized debt discount and debt issuance costs (31,449) (39,454) Total debt, net of unamortized debt discount and debt issuance costs 1,470,690 1,490,362 Less: current portion of Permian Transmission Term Loan (15,524) (10,507) Total long-term debt $ 1,455,166 $ 1,479,855 |
Schedule of Maturities of Long-Term Debt | The aggregate amount of Partnership’s debt maturing during each of the years after December 31, 2023 are as follows (in thousands): 2024 $ 15,524 2025 66,363 2026 1,324,477 2027 17,769 2028 78,006 Thereafter — Total debt $ 1,502,139 (In thousands) Total 2024 2025 2026 2027 2028 Amortizing principal repayments $ 144,846 $ 15,524 $ 16,580 $ 16,967 $ 17,769 $ 78,006 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 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 described below. (In thousands) Accrued environmental remediation, December 31, 2021 $ 5,606 Payments made (2,746) Additional accruals 845 Accrued environmental remediation, December 31, 2022 $ 3,705 Payments made (641) Changes in estimates (127) Accrued environmental remediation, December 31, 2023 $ 2,937 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Estimated Fair Value of Debt Instruments | A summary of the estimated fair value of the Partnership’s debt financial instruments follows. December 31, 2023 December 31, 2022 Carrying Value (1) Estimated Carrying Value (1) Estimated (in thousands) 2025 Senior Notes $ 49,783 $ 48,414 $ 259,463 $ 221,733 2026 Secured Notes $ 785,000 $ 778,131 $ 785,000 $ 750,983 2026 Unsecured Notes $ 209,510 $ 203,225 $ — $ — (1) Excludes applicable unamortized debt issuance costs and debt discounts. |
PARTNERS' CAPITAL AND MEZZANI_2
PARTNERS' CAPITAL AND MEZZANINE CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Partner Units Activity | An update on the number of common units is as follows for the period from December 31, 2021 to December 31, 2023. Common Units December 31, 2021 7,169,834 2022 Preferred Exchange Offer, net of units withheld for taxes 2,853,875 Common units issued for SMLP LTIP, net 159,054 December 31, 2022 10,182,763 Common units issued for SMLP LTIP, net 193,426 December 31, 2023 10,376,189 A rollforward of the number of outstanding Series A Preferred Units follows for the period from December 31, 2021 to December 31, 2023. Series A December 31, 2021 143,447 2022 Preferred Exchange Offer (77,939) December 31, 2022 65,508 2023 activity — December 31, 2023 65,508 |
Schedule of Change in Subsidiary | The following table shows the change in the Partnership’s Subsidiary Series A Preferred Unit balance from January 1, 2022 through December 31, 2023, net of $1.7 million and $2.2 million of unamortized issuance costs at December 31, 2023 and December 31, 2022, respectively: (in thousands) Balance at January 1, 2022 $ 106,325 PIK distributions 1,600 Redemption accretion, net of issuance cost amortization 15,544 Cash distribution (includes $1.6 million distributions payable as of December 31, 2022) (4,885) Balance at December 31, 2022 $ 118,584 Redemption accretion, net of issuance cost amortization 12,581 Cash distribution (includes $1.6 million distributions payable as of December 31, 2023) (6,513) Balance at December 31, 2023 $ 124,652 |
EARNINGS PER UNIT (Tables)
EARNINGS PER UNIT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Limited Partner Unit | The following table details the components of EPU. Year ended December 31, 2023 2022 (In thousands, except per-unit amounts) Numerator for basic and diluted EPU: Allocation of net loss among limited partner interests: Net loss $ (38,947) $ (123,461) Less: Net income attributable to Subsidiary Series A Preferred Units (12,581) (17,144) Net loss attributable Summit Midstream Partners, LP (51,528) (140,605) Less: Net income attributable to Series A Preferred Unit (11,566) (8,048) Add: Deemed capital contribution — 20,974 Net loss attributable to common limited partners $ (63,094) $ (127,679) Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 10,334 10,048 Effect of nonvested phantom units — — Weighted-average common units outstanding – diluted 10,334 10,048 Net Loss per limited partner unit: Common unit – basic $ (6.11) $ (12.71) Common unit – diluted $ (6.11) $ (12.71) Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 245 177 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Year ended December 31, 2023 2022 (In thousands) Supplemental cash flow information: Cash interest paid $ 127,022 $ 89,472 Cash paid for taxes 15 149 Noncash investing and financing activities: Capital expenditures in trade accounts payable (period-end accruals) $ 11,612 $ 6,724 2025 Senior Notes Exchange 180,030 — Accretion of Subsidiary Series A Preferred Units 12,581 15,544 Right-of-use assets acquired in connection with Sterling DJ acquisition — 9,865 2022 Preferred Exchange Offer — 92,587 |
UNIT-BASED AND NONCASH COMPEN_2
UNIT-BASED AND NONCASH COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Activity | The following table presents phantom unit activity for the periods presented: Units Weighted-average grant date fair value Nonvested phantom units, December 31, 2021 333,779 $ 21.78 Phantom units granted 509,631 17.70 Phantom units vested (229,551) 23.61 Phantom units forfeited (8,717) 22.53 Nonvested phantom units, December 31, 2022 605,142 17.62 Phantom units granted 323,371 17.29 Phantom units vested (236,154) 15.69 Phantom units forfeited (3,892) 20.50 Nonvested phantom units, December 31, 2023 688,467 $ 17.69 |
Schedule of Intrinsic Values | The intrinsic value of phantom units that vested during the years ended December 31, follows. Year ended December 31, 2023 2022 (In thousands) Intrinsic value of vested LTIP awards $ 3,758 $ 5,420 |
Schedule of Unit-Based Compensation Recognized in General and Administrative Expense | Unit-based compensation recognized in general and administrative expense related to awards under the SMLP LTIP follows. Year ended December 31, 2023 2022 (In thousands) SMLP LTIP unit-based compensation $ 6,566 $ 3,778 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Right-Of-Use Assets and Lease Liabilities | ROU assets (included in the other noncurrent assets Other current liabilities Other noncurrent liabilities December 31, 2023 December 31, 2022 (In thousands) ROU assets Operating $ 10,352 $ 11,633 Finance 2,400 1,389 $ 12,752 $ 13,022 Lease liabilities, current Operating $ 3,341 $ 2,570 Finance 870 435 $ 4,211 $ 3,005 Lease liabilities, noncurrent Operating $ 7,360 $ 9,672 Finance 1,197 679 $ 8,557 $ 10,351 |
Schedule of Lease Cost and Other Information | Lease cost and Other information follow: Year ended December 31, 2023 2022 (In thousands) Lease cost Finance lease cost: Amortization of ROU assets (included in depreciation and amortization) $ 686 $ 673 Interest on lease liabilities (included in interest expense) 62 18 Operating lease cost (included in general and administrative expense) 1,999 1,815 $ 2,747 $ 2,506 Year ended December 31, 2023 2022 (In thousands) Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 3,975 $ 1,732 Operating cash outflows from finance leases 62 18 Financing cash outflows from finance leases 610 330 ROU assets obtained in exchange for new operating lease liabilities 3,516 9,865 ROU assets obtained in exchange for new finance lease liabilities 1,238 1,298 Weighted-average remaining lease term (years) - operating leases 3.6 4.7 Weighted-average remaining lease term (years) - finance leases 2.5 2.4 Weighted-average discount rate - operating leases 6 % 6 % Weighted-average discount rate - finance leases 5 % 3 % The Partnership recognizes total lease expense incurred or allocated to us in general and administrative expenses. Lease expense related to operating leases, including lease expense incurred on the Partnership’s behalf and allocated to us, was as follows: Year ended December 31, 2023 2022 (In thousands) Lease expense $ 5,898 $ 3,162 |
Schedule of Future Minimum Lease Payments Due and Future Minimum Rentals to be Received Under Noncancelable Leases and Subleases | Future minimum lease payments due under noncancelable leases at December 31, 2023, were as follows: December 31, 2023 (In thousands) Operating Finance 2024 $ 4,067 $ 870 2025 3,573 736 2026 2,468 374 2027 2,074 87 2028 61 — 2029 27 — Thereafter 330 — Total future minimum lease payments $ 12,600 $ 2,067 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Assets by Reportable Segment | Assets by reportable segment follow. December 31, 2023 2022 (in thousands) Assets: Northeast $ 573,663 $ 591,091 Rockies 904,974 886,629 Permian 291,073 298,906 Piceance 431,687 475,719 Barnett 281,861 295,473 Total reportable segment assets 2,483,258 2,547,818 Corporate and Other 10,940 12,146 Total assets $ 2,494,198 $ 2,559,964 |
Schedule of Segment Reporting Information | Revenues by reportable segment follow. Year ended December 31, 2023 2022 (In thousands) Revenues: Northeast $ 63,805 $ 54,392 Rockies 255,031 143,603 Permian 3,570 25,151 Piceance 91,417 93,349 Barnett 45,117 52,096 Total reportable segments revenue 458,940 368,591 Corporate and Other (37) 1,003 Total revenues $ 458,903 $ 369,594 Depreciation and amortization, including the amortization expense associated with the Partnership’s favorable and unfavorable gas gathering contracts as reported in other revenues, by reportable segment follow. Year ended December 31, 2023 2022 (In thousands) Depreciation and amortization: Northeast $ 17,856 $ 17,501 Rockies 36,148 30,532 Permian — 2,736 Piceance 52,014 51,352 Barnett (1) 16,171 16,116 Total reportable segment depreciation and amortization 122,189 118,237 Corporate and Other 1,513 1,756 Total depreciation and amortization $ 123,702 $ 119,993 ______________________________________ (1) Includes the amortization expense associated with the Partnership’s favorable and unfavorable gas gathering contracts as reported in Other revenues. Cash paid for capital expenditures by reportable segment follow. Year ended December 31, 2023 2022 (In thousands) Cash paid for capital expenditures: Northeast $ 4,695 $ 8,743 Rockies 54,969 11,903 Permian — 1,407 Piceance 4,544 6,116 Barnett 186 366 Total reportable segment capital expenditures 64,394 28,535 Corporate and Other 4,511 1,937 Total cash paid for capital expenditures $ 68,905 $ 30,472 |
Schedule of Counterparties Accounting for More than 10% of Total Revenues | Counterparties accounting for a significant portion of total revenues were as follows: Year ended December 31, 2023 2022 Percentage of total revenues: Counterparty A - Piceance 10 % 13 % Counterparty B - Rockies 13 % * ________________________________________________________ * Less than 10% in the aggregate |
Schedule of Reconciliation of Net Income to Adjusted EBITDA | Segment adjusted EBITDA by reportable segment follows. Year ended December 31, 2023 2022 (In thousands) Reportable segment adjusted EBITDA Northeast $ 94,249 $ 77,046 Rockies 87,390 57,810 Permian 24,207 18,051 Piceance 59,749 60,055 Barnett 26,171 31,624 Total of reportable segments' measures of profit $ 291,766 $ 244,586 A reconciliation of income or loss before income taxes and income or loss from equity method investees to total of reportable segments' measures of profit or loss follows. Year ended December 31, 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 $ (72,454) $ (141,277) Add: Corporate and Other expense 30,758 29,118 Interest expense 140,784 102,459 Loss on early extinguishment of debt 10,934 — Depreciation and amortization (1) 123,702 119,993 Proportional adjusted EBITDA for equity method investees 61,070 45,419 Adjustments related to capital reimbursement activity (9,874) (6,041) Unit-based and noncash compensation 6,566 3,778 Gain on asset sales, net (260) (507) Long-lived asset impairment 540 91,644 Total of reportable segments' measures of profit $ 291,766 $ 244,586 ______________________________________ (1) Includes the amortization expense associated with the Partnership’s favorable gas gathering contracts as reported in other revenues. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Summary of Significant Accounting Policies [Line Items] | ||
Restricted cash | $ 2,601 | $ 1,723 |
Original terms (in years) | 25 years | |
Favorable gas gathering contracts | Minimum | ||
Summary of Significant Accounting Policies [Line Items] | ||
Useful lives (In years) | 10 years | |
Favorable gas gathering contracts | Maximum | ||
Summary of Significant Accounting Policies [Line Items] | ||
Useful lives (In years) | 20 years | |
Other Gas Gathering Contract | Minimum | ||
Summary of Significant Accounting Policies [Line Items] | ||
Useful lives (In years) | 3 years | |
Other Gas Gathering Contract | Maximum | ||
Summary of Significant Accounting Policies [Line Items] | ||
Useful lives (In years) | 25 years | |
Rights-of-way | Minimum | ||
Summary of Significant Accounting Policies [Line Items] | ||
Useful lives (In years) | 20 years | |
Rights-of-way | Maximum | ||
Summary of Significant Accounting Policies [Line Items] | ||
Useful lives (In years) | 30 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP - Property, Plant and Equipment (Details) | Dec. 31, 2023 |
Gathering and processing systems and related equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives (In years) | 12 years |
Gathering and processing systems and related equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives (In years) | 30 years |
Other | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives (In years) | 3 years |
Other | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives (In years) | 15 years |
ACQUISTIONS AND DIVESTITURES -
ACQUISTIONS AND DIVESTITURES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Lane G&P System | |||
Business Acquisition [Line Items] | |||
Proceeds from sale of business, net of cash sold in transaction | $ 0 | $ 75,020 | |
Bison Midstream, LLC | |||
Business Acquisition [Line Items] | |||
Proceeds from sale of business, net of cash sold in transaction | $ 0 | 38,920 | |
Disposal, 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 | 75,000 | ||
Cash sold, working capital and other miscellaneous adjustments | 2,000 | ||
Net book value of assets and liabilities divested | 158,300 | ||
Other costs to sell | 1,200 | ||
Disposal, 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 | 38,900 | ||
Net book value of assets and liabilities divested | $ 45,800 | ||
Outrigger DJ | |||
Business Acquisition [Line Items] | |||
Ownership interest (as a percent) | 100% | ||
Cash paid to acquire investment | $ 165,000 | ||
Intangible assets acquired | $ 21,447 | ||
Weighted average amortization period | 30 years | ||
Outrigger DJ | Rights-Of-Way Intangibles | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | $ 21,400 | ||
Sterling DJ | |||
Business Acquisition [Line Items] | |||
Ownership interest (as a percent) | 100% | ||
Cash paid to acquire investment | $ 140,000 | ||
Intangible assets acquired | $ 38,678 | ||
Weighted average amortization period | 30 years | ||
Sterling DJ | Rights-Of-Way Intangibles | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | $ 30,200 | ||
Sterling DJ | Water Rights Intangibles | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | $ 8,400 |
ACQUISTIONS AND DIVESTITURES _2
ACQUISTIONS AND DIVESTITURES - Schedule of Fair Value of the Assets and Liabilities Acquired (Details) $ in Thousands | Dec. 01, 2022 USD ($) |
Outrigger DJ | |
Business Acquisition [Line Items] | |
Consideration paid | $ 167,631 |
Cash | 1,000 |
Accounts receivable | 7,529 |
Other current assets | 190 |
Property, plant and equipment, net | 144,514 |
Intangible assets | 21,447 |
Trade accounts payable, accrued expenses and other | (7,049) |
Net assets acquired and liabilities assumed | 167,631 |
Sterling DJ | |
Business Acquisition [Line Items] | |
Consideration paid | 140,396 |
Cash | 500 |
Accounts receivable | 16,224 |
Other current assets | 4,557 |
Property, plant and equipment, net | 108,720 |
Intangible assets | 38,678 |
Other noncurrent assets | 9,865 |
Trade accounts payable, accrued expenses and other | (38,148) |
Net assets acquired and liabilities assumed | $ 140,396 |
ACQUISTIONS AND DIVESTITURES _3
ACQUISTIONS AND DIVESTITURES - Schedule of Pro Forma Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Revenues | $ 543,024 |
Net loss | $ (36,945) |
REVENUE - Schedule of Estimated
REVENUE - Schedule of Estimated Revenue Expected to be Recognized (Details) - Gathering services and related fees $ in Thousands | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 65,472 |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 45,594 |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 29,292 |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 7,685 |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 5,137 |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2029-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 0 |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 458,903 | $ 369,594 |
Corporate and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | (37) | 1,003 |
Gathering services and related fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 248,223 | 248,358 |
Gathering services and related fees | Corporate and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Natural gas, NGLs and condensate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 179,254 | 86,225 |
Natural gas, NGLs and condensate sales | Corporate and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 21 |
Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 31,426 | 35,011 |
Other revenues | Corporate and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | (37) | 982 |
Reportable Segments | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 458,940 | 368,591 |
Reportable Segments | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 63,805 | 54,392 |
Reportable Segments | Rockies | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 255,031 | 143,603 |
Reportable Segments | Permian | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 3,570 | 25,151 |
Reportable Segments | Piceance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 91,417 | 93,349 |
Reportable Segments | Barnett | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 45,117 | 52,096 |
Reportable Segments | Gathering services and related fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 248,223 | 248,358 |
Reportable Segments | Gathering services and related fees | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 63,805 | 54,392 |
Reportable Segments | Gathering services and related fees | Rockies | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 65,869 | 67,838 |
Reportable Segments | Gathering services and related fees | Permian | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 3,668 |
Reportable Segments | Gathering services and related fees | Piceance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 81,041 | 80,630 |
Reportable Segments | Gathering services and related fees | Barnett | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 37,508 | 41,830 |
Reportable Segments | Natural gas, NGLs and condensate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 179,254 | 86,204 |
Reportable Segments | Natural gas, NGLs and condensate sales | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Reportable Segments | Natural gas, NGLs and condensate sales | Rockies | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 173,688 | 59,208 |
Reportable Segments | Natural gas, NGLs and condensate sales | Permian | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 17,382 |
Reportable Segments | Natural gas, NGLs and condensate sales | Piceance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 4,788 | 7,111 |
Reportable Segments | Natural gas, NGLs and condensate sales | Barnett | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 778 | 2,503 |
Reportable Segments | Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 31,463 | 34,029 |
Reportable Segments | Other revenues | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Reportable Segments | Other revenues | Rockies | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 15,474 | 16,557 |
Reportable Segments | Other revenues | Permian | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 3,570 | 4,101 |
Reportable Segments | Other revenues | Piceance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 5,588 | 5,608 |
Reportable Segments | Other revenues | Barnett | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 6,831 | $ 7,763 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT - Schedule of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,468,607 | $ 2,395,344 |
Less accumulated depreciation | (770,022) | (676,590) |
Property, plant and equipment, net | 1,698,585 | 1,718,754 |
Gathering and processing systems and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,335,980 | 2,262,330 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 56,064 | 59,036 |
Land and line fill | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,534 | 11,756 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 65,029 | $ 62,222 |
PROPERTY, PLANT, AND EQUIPMEN_3
PROPERTY, PLANT, AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Long-lived asset impairment | $ 540 | $ 91,644 |
PROPERTY, PLANT, AND EQUIPMEN_4
PROPERTY, PLANT, AND EQUIPMENT - Schedule of Depreciation Expense and Capitalized Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 95,307 | $ 93,457 |
Capitalized interest | $ 1,284 | $ 838 |
INTANGIBLE ASSETS - Intangible
INTANGIBLE ASSETS - Intangible Assets and Liabilities Subject to Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (329,677) | $ (301,282) |
Net | 167,156 | |
Indefinite-lived intangibles | 8,436 | 8,436 |
Total intangibles, gross | 505,269 | 500,000 |
Intangible Assets, Net (Excluding Goodwill), Total | 175,592 | 198,718 |
Favorable gas gathering contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 21,063 | 21,063 |
Accumulated amortization | (15,747) | (14,809) |
Net | 5,316 | 6,254 |
Contract intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 270,412 | 270,412 |
Accumulated amortization | (247,024) | (228,143) |
Net | 23,388 | 42,269 |
Rights-of-way | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 205,358 | 200,089 |
Accumulated amortization | (66,906) | (58,330) |
Net | $ 138,452 | $ 141,759 |
INTANGIBLE ASSETS - Recognized
INTANGIBLE ASSETS - Recognized Amortization Expense in Other Revenues and Cost and Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other Revenue | Favorable gas gathering contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 938 | $ 938 |
Costs And Expenses | Contract intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 18,881 | 18,935 |
Costs And Expenses | Rights-of-way | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 8,576 | $ 6,527 |
INTANGIBLE ASSETS - Estimated A
INTANGIBLE ASSETS - Estimated Aggregate Annual Amortization Expected to be Recognized (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 18,076 |
2025 | 17,892 |
2026 | 14,867 |
2027 | 8,878 |
2028 | 8,711 |
Thereafter | 98,732 |
Net | $ 167,156 |
EQUITY METHOD INVESTMENTS - Sch
EQUITY METHOD INVESTMENTS - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Investment in equity method investees | $ 486,434 | $ 506,677 |
Double E | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment in equity method investees | 276,221 | 281,640 |
Ohio Gathering | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment in equity method investees | $ 210,213 | $ 225,037 |
EQUITY METHOD INVESTMENTS - Nar
EQUITY METHOD INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||
Payments to acquire equity method investments | $ (3,500) | $ (8,444) |
Distributions from equity method investees | $ 57,572 | 43,040 |
Double E | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership interest (as a percent) | 70% | |
Payments to acquire equity method investments | $ (3,500) | $ (8,400) |
Distributions from equity method investees | 28,300 | |
Distribution made to partnership from total distributions | $ 19,800 | |
OGC | Principal Owner | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership interest (as a percent) | 37.20% | |
OCC | Principal Owner | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership interest (as a percent) | 38.20% | 38.20% |
Ohio Gathering | Principal Owner | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of ownership interest (as a percent) | 36.50% |
EQUITY METHOD INVESTMENTS - Bal
EQUITY METHOD INVESTMENTS - Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Nov. 30, 2023 | Dec. 31, 2022 | Nov. 30, 2022 |
Schedule of Equity Method Investments [Line Items] | ||||
Current assets | $ 98,422 | $ 97,542 | ||
TOTAL ASSETS | 2,494,198 | 2,559,964 | ||
Current liabilities | 134,012 | 117,889 | ||
Total liabilities | 1,650,983 | 1,676,562 | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Current assets | 11,410 | 5,121 | ||
Noncurrent assets | 391,777 | 403,594 | ||
TOTAL ASSETS | 403,187 | 408,715 | ||
Current liabilities | 6,373 | 8,635 | ||
Noncurrent liabilities | 13,727 | 9,137 | ||
Total liabilities | $ 20,100 | $ 17,772 | ||
OGC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Current assets | $ 42,716 | $ 36,062 | ||
Noncurrent assets | 1,131,503 | 1,157,530 | ||
TOTAL ASSETS | 1,174,219 | 1,193,592 | ||
Current liabilities | 6,174 | 6,942 | ||
Noncurrent liabilities | 14,088 | 13,380 | ||
Total liabilities | 20,262 | 20,322 | ||
OCC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Current assets | 5,885 | 5,195 | ||
Noncurrent assets | 1,104 | 274 | ||
TOTAL ASSETS | 6,989 | 5,469 | ||
Current liabilities | 3,736 | 3,588 | ||
Noncurrent liabilities | 1,149 | 3,096 | ||
Total liabilities | $ 4,885 | $ 6,684 |
EQUITY METHOD INVESTMENTS - Sta
EQUITY METHOD INVESTMENTS - Statements of Operations Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Nov. 30, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Net loss | $ (38,947) | $ (123,461) | ||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | 42,335 | 32,418 | ||
Total operating expenses | 26,868 | 25,685 | ||
Net loss | $ 15,467 | $ 6,733 | ||
Ohio Gathering | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | $ 138,707 | $ 113,317 | ||
Total operating expenses | 99,770 | 106,369 | ||
Net loss | 38,937 | 6,948 | ||
OCC | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total revenues | 15,603 | 13,340 | ||
Total operating expenses | 12,285 | 12,786 | ||
Net loss | $ 3,318 | $ 554 |
EQUITY METHOD INVESTMENTS - Rol
EQUITY METHOD INVESTMENTS - Rollforward of the Investment in Equity Method Investees (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | ||
Nov. 30, 2023 | Nov. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Method Investment [Roll Forward] | ||||
Beginning balance | $ 506,677 | $ 506,677 | ||
December cash distributions | 57,572 | $ 43,040 | ||
Ending balance | 486,434 | 506,677 | ||
Ohio Gathering | ||||
Equity Method Investment [Roll Forward] | ||||
Beginning balance | 225,037 | 225,037 | ||
Ending balance | 210,213 | 225,037 | ||
Ohio Gathering | Summit Midstream Partners, LLC | ||||
Equity Method Investment [Roll Forward] | ||||
Beginning balance | 210,213 | $ 225,037 | $ 210,213 | 225,037 |
December cash distributions | 3,950 | 2,673 | ||
Basis difference | 190,600 | 199,263 | ||
Ending balance | $ 404,763 | $ 426,973 | $ 210,213 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Change in Contract With Customer, Liability, Current [Roll Forward] | |
Beginning balance | $ 9,054 |
Additions | 10,970 |
Less: revenue recognized and other | (9,828) |
Ending balance | 10,196 |
Change in Contract With Customer, Liability, Noncurrent [Roll Forward] | |
Beginning balance | 37,694 |
Additions | 2,951 |
Less: reclassification to current deferred revenue and other | (10,560) |
Ending balance | $ 30,085 |
DEBT - Components of Long-Term
DEBT - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Total | $ 1,502,139 | |
Less: unamortized debt discount and debt issuance costs | (31,449) | $ (39,454) |
Total debt, net of unamortized debt discount and debt issuance costs | 1,470,690 | 1,490,362 |
Less: current portion of Permian Transmission Term Loan | (15,524) | (10,507) |
Total long-term debt | 1,455,166 | 1,479,855 |
Asset Backed Lending Facility | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Secured notes | 313,000 | 330,000 |
Permian Transmission Term Loan | ||
Line of Credit Facility [Line Items] | ||
Total | 144,846 | |
Permian Transmission Term Loan | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Total | $ 144,846 | 155,353 |
2026 Unsecured Notes | ||
Line of Credit Facility [Line Items] | ||
Stated interest rate (as a percent) | 12% | |
2026 Unsecured Notes | Unsecured Debt | ||
Line of Credit Facility [Line Items] | ||
Unsecured notes | $ 209,510 | 0 |
2025 Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Stated interest rate (as a percent) | 5.75% | |
2025 Senior Notes | Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Unsecured notes | $ 49,783 | 259,463 |
2026 Secured Notes | ||
Line of Credit Facility [Line Items] | ||
Stated interest rate (as a percent) | 8.50% | |
2026 Secured Notes | Term Loan | ||
Line of Credit Facility [Line Items] | ||
Unsecured notes | $ 785,000 | $ 785,000 |
DEBT - Schedule of Maturities (
DEBT - Schedule of Maturities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 15,524 |
2025 | 66,363 |
2026 | 1,324,477 |
2027 | 17,769 |
2028 | 78,006 |
Thereafter | 0 |
Total | $ 1,502,139 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 02, 2021 USD ($) | Nov. 30, 2023 USD ($) | Feb. 28, 2017 | Dec. 31, 2023 USD ($) covenant | Dec. 31, 2022 USD ($) | Nov. 16, 2023 | Nov. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 08, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Number of covenant | covenant | 2 | ||||||||
Revolving credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 3.25% | ||||||||
ABL Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 400,000,000 | $ 400,000,000 | |||||||
Borrowing base | $ 723,200,000 | ||||||||
Interest rate (as a percent) | 8.71% | ||||||||
Unused portion under the facility | $ 82,700,000 | ||||||||
Secured notes | $ 4,300,000 | ||||||||
Covenant, interest coverage ratio | 1.75 | 1.93 | |||||||
Covenant, interest coverage ratio, thereafter | 1.90 | ||||||||
Mandatory redemption period (in days) | 120 days | ||||||||
Maximum amount of debt outstanding for maturity to occur | $ 50,000,000 | ||||||||
Covenant, first lien net leverage ratio | 2.50 | 1.22 | |||||||
ABL Facility | Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Covenant, interest coverage ratio | 1.75 | ||||||||
Covenant, interest coverage ratio, thereafter | 1.90 | ||||||||
2025 Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 5.75% | ||||||||
2025 Senior Notes | Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Unsecured notes | $ 49,783,000 | $ 259,463,000 | |||||||
Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Borrowing capacity | $ 175,000,000 | ||||||||
Unused borrowing capacity amount | $ 4,500,000 | ||||||||
Credit Agreement | Summit Permian Transmission, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of debt hedged by interest rate derivatives | 90% | ||||||||
Credit Agreement | Standby Letters of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Unused borrowing capacity amount | $ 10,500,000 | ||||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 2.475% | ||||||||
Interest rate (as a percent) | 7.79% | ||||||||
Commitment fee (as a percent) | 0.70% | ||||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Contract | Summit Permian Transmission, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (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 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (as a percent) | 2.475% | ||||||||
2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, amount | $ 85,000,000 | $ 700,000,000 | |||||||
Stated interest rate (as a percent) | 8.50% | ||||||||
Debt instrument issued as a percentage of face value (as a percent) | 99.26% | 98.50% | |||||||
2025 Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Mandatory redemption period (in days) | 91 days | ||||||||
Maximum amount of debt outstanding for maturity to occur | $ 50,000,000 | ||||||||
Debt instrument, amount | $ 180,000,000 | ||||||||
Cash to certain purchasers | 29,500,000 | ||||||||
Debt instrument, repurchased face amount | 29,700,000 | ||||||||
2025 Senior Notes | Redemption period three | Summit Holdings and Finance Corporation | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, expressed as percentage of principal amount (as a percent) | 100% | ||||||||
Secured Notes Indenture, 2026 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 9.50% | ||||||||
Redemption price, percentage of principal amount redeemed (as a percent) | 35% | ||||||||
Redemption price, expressed as percentage of principal amount (as a percent) | 108.50% | ||||||||
Covenant redemption, percent of initial principal amount remaining outstanding | 65% | ||||||||
Ownership percentage of principal (as a percent) | 25% | ||||||||
Repurchase amount of principal plus accrued interest (as a percent) | 100% | ||||||||
Excess cash flow offer to purchase, period one | $ 50,000,000 | ||||||||
Excess ash flow offer to purchase, basis point increase, period one | 0.50% | 0.50% | |||||||
Excess cash flow offer to purchase, period two | $ 100,000,000 | ||||||||
Excess cash flow offer to purchase, basis point increase, period two | 1% | ||||||||
Excess cash flow offer to purchase, period three | $ 200,000,000 | ||||||||
Excess cash flow offer to purchase, basis point increase, period three | 2% | ||||||||
Interest expense | $ 3,900,000 | ||||||||
Secured Notes Indenture, 2026 | Redemption period one | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, expressed as percentage of principal amount (as a percent) | 104.25% | ||||||||
Secured Notes Indenture, 2026 | Redemption period two | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, expressed as percentage of principal amount (as a percent) | 102.125% | ||||||||
Secured Notes Indenture, 2026 | Redemption period three | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, expressed as percentage of principal amount (as a percent) | 100% | ||||||||
2026 Unsecured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, amount | $ 209,500,000 | ||||||||
2026 Unsecured Notes | Redemption period one | Summit Holdings and Finance Corporation | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, expressed as percentage of principal amount (as a percent) | 101% | ||||||||
2026 Unsecured Notes | Redemption period two | Summit Holdings and Finance Corporation | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, expressed as percentage of principal amount (as a percent) | 102% | ||||||||
2026 Unsecured Notes Indenture | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt default, compliance period (in days) | 30 days | ||||||||
Payment default | $ 75,000,000 | ||||||||
Restricted subsidiaries to pay final judgments | $ 75,000,000 | ||||||||
Restricted subsidiaries, discharge period (in days) | 60 days | ||||||||
Threshold percentage of principal amount outstanding (as a percent) | 25% |
DEBT - Schedule of Maturities o
DEBT - Schedule of Maturities of Long-Term Debt (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
Total | $ 1,502,139 |
2024 | 15,524 |
2025 | 66,363 |
2026 | 1,324,477 |
2027 | 17,769 |
2028 | 78,006 |
Permian Transmission Term Loan | |
Debt Instrument [Line Items] | |
Total | 144,846 |
2024 | 15,524 |
2025 | 16,580 |
2026 | 16,967 |
2027 | 17,769 |
2028 | $ 78,006 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Rollforward of Environmental Matters (Details) - Meadowlark Midstream Gathering System - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Accrued environmental remediation, beginning balance | $ 3,705 | $ 5,606 |
Payments made | (641) | (2,746) |
Additional accruals | 845 | |
Changes in estimates | (127) | |
Accrued environmental remediation, ending balance | $ 2,937 | $ 3,705 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 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 | $ 21,700 | $ 28,300 |
Penalties and fines, payment period | 3 years | |
Unpaid penalties and fines, fixed rate (as a percent) | 3.25% | |
Expected payment | $ 6,700 | |
Claims settled | claim | 1 | |
Pending claims | claim | 2 | |
2015 Blacktail Release | Natural Resource Damages To Federal and State Governments | ||
Loss Contingencies [Line Items] | ||
Legal fines and other fees | $ 1,250 | |
Penalties and fines, payment period | 5 years | |
2015 Blacktail Release | Damages Payable To Federal Government over Five Years | ||
Loss Contingencies [Line Items] | ||
Legal fines and other fees | $ 25,000 | |
2015 Blacktail Release | Damages Payable To State Governments Over Six Years | ||
Loss Contingencies [Line Items] | ||
Legal fines and other fees | $ 10,000 | |
Penalties and fines, payment period | 6 years | |
2015 Blacktail Release | Damages Payable To Federal Criminal Over Five Years | ||
Loss Contingencies [Line Items] | ||
Penalties and fines, payment period | 5 years |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Interest Rate Swap | ||
CONCENTRATIONS OF RISK | ||
Derivative instrument, notional amount | $ 130,400,000 | $ 139,800,000 |
Fair value of interest rate swap | 11,900,000 | 15,200,000 |
Fair Value, Inputs, Level 3 | ||
CONCENTRATIONS OF RISK | ||
Deferred earn-out liability | $ 5,100,000 | $ 5,200,000 |
FINANCIAL INSTRUMENTS - Fair va
FINANCIAL INSTRUMENTS - Fair value of Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Carrying Value | 2025 Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 49,783 | $ 259,463 |
Carrying Value | 2026 Secured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 785,000 | 785,000 |
Carrying Value | 2026 Unsecured Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 209,510 | 0 |
Fair Value | 2025 Senior Notes | Estimated fair value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 48,414 | 221,733 |
Fair Value | 2026 Secured Notes | Estimated fair value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 778,131 | 750,983 |
Fair Value | 2026 Unsecured Notes | Estimated fair value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 203,225 | $ 0 |
PARTNERS' CAPITAL AND MEZZANI_3
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Partners' Capital and Schedule of Units (Details) - shares | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common Units | |||
Rollforwards of the number of partner units | |||
Beginning balance (in shares) | 7,169,834 | 10,182,763 | 7,169,834 |
2022 Preferred Exchange Offer, net of units withheld for taxes (in shares) | 2,853,875 | 2,853,875 | |
Common units issued for SMLP LTIP, net (in shares) | 193,426 | 159,054 | |
Ending balance (in shares) | 10,376,189 | 10,182,763 | |
Series A Preferred Units | |||
Rollforwards of the number of partner units | |||
Beginning balance (in shares) | 143,447 | 65,508 | 143,447 |
2022 Preferred Exchange Offer (in shares) | 0 | (77,939) | |
Ending balance (in shares) | 65,508 | 65,508 |
PARTNERS' CAPITAL AND MEZZANI_4
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Dec. 15, 2023 | Dec. 15, 2022 | Jan. 21, 2020 | Jan. 31, 2022 | Nov. 30, 2017 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Partners Capital [Line Items] | ||||||||
Add: deemed capital contribution | $ 92.6 | |||||||
Maximum period following end of quarter to distribute all available cash | 45 days | |||||||
Subsidiary Series A Preferred Units | ||||||||
Partners Capital [Line Items] | ||||||||
Preferred units issued (in shares) | 93,039,000 | 93,039,000 | ||||||
Preferred units issued during period (in shares) | 1,600,000 | |||||||
Subsidiary Series A preferred unitholders, outstanding (in shares) | 93,039,000 | 93,039,000 | ||||||
Common Units | ||||||||
Partners Capital [Line Items] | ||||||||
General partner units converted (in shares) | 2,853,875 | 2,853,875 | ||||||
Series A Preferred Units | ||||||||
Partners Capital [Line Items] | ||||||||
Preferred units issued (in shares) | 77,939 | 300,000 | ||||||
Interest in partnership per unit (in dollars per share) | $ 1,000 | |||||||
Distribution rate (as a percent) | 9.50% | 7% | ||||||
Liquidation preference per unit (in dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 | |||||
Dividends payable | $ 33 | $ 33 | ||||||
Redemption amount | $ 125.5 | $ 125.5 | ||||||
Series A Preferred Units | Paid-in-kind | ||||||||
Partners Capital [Line Items] | ||||||||
Distribution percentage of subsidiary unit (as a percent) | 7% | |||||||
Distribution percentage of liquidation preference rate of undrawn commitment units (as a percent) | 1% | |||||||
Series A Preferred Units | London Interbank Offer Rate (LIBOR) | ||||||||
Partners Capital [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 13.10% | 7.43% | ||||||
Series A Preferred Units | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||
Partners Capital [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 7.69% |
PARTNERS' CAPITAL AND MEZZANI_5
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Change in Subsidiary Series A Preferred Unit Balance (Details) - Series A Preferred Units - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Partners Capital [Line Items] | ||
Issuance costs | $ 1,700 | $ 2,200 |
Rollforwards of the number of partner units | ||
Beginning Balance | 118,584 | 106,325 |
PIK distributions | 1,600 | |
Redemption accretion, net of issuance cost amortization | 12,581 | 15,544 |
Cash distribution | (6,513) | (4,885) |
Ending Balance | 124,652 | $ 118,584 |
Distribution payable | $ 1,600 |
EARNINGS PER UNIT (Details)
EARNINGS PER UNIT (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss | $ (38,947) | $ (123,461) |
Net loss attributable to Summit Midstream Partners, LP | (51,528) | (140,605) |
Parent Company | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Add: deemed capital contribution | $ 0 | $ 20,974 |
Phantom Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU (in shares) | 245 | 177 |
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 | $ (12,581) | $ (17,144) |
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 | (11,566) | (8,048) |
Common units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) attributable to limited partners | $ (63,094) | $ (127,679) |
Weighted-average common units outstanding – basic (in shares) | 10,334 | 10,048 |
Effect of nonvested phantom units (in shares) | 0 | 0 |
Weighted-average common units outstanding – diluted (in shares) | 10,334 | 10,048 |
Common unit - basic (in dollars per share) | $ (6.11) | $ (12.71) |
Common unit - diluted (in dollars per share) | $ (6.11) | $ (12.71) |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplemental cash flow information: | ||
Cash interest paid | $ 127,022 | $ 89,472 |
Cash paid for taxes | 15 | 149 |
Noncash investing and financing activities: | ||
Capital expenditures in trade accounts payable (period-end accruals) | 11,612 | 6,724 |
Right-of-use assets acquired in connection with Sterling DJ acquisition | 0 | 9,865 |
2022 Preferred Exchange Offer | 0 | 92,587 |
2025 Senior Notes | ||
Noncash investing and financing activities: | ||
2025 Senior Notes Exchange | 180,030 | 0 |
Series A Preferred Units | ||
Noncash investing and financing activities: | ||
Accretion of Subsidiary Series A Preferred Units | $ 12,581 | $ 15,544 |
UNIT-BASED AND NONCASH COMPEN_3
UNIT-BASED AND NONCASH COMPENSATION - Narrative (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) director $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average remaining vesting period (in years) | 11 months 23 days | ||
SMLP LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Reserved for issuance (in shares) | 1,000,000 | ||
Units remaining available (in shares) | 500,000 | ||
Unrecognized unit-based compensation | $ | $ 5.9 | ||
SMLP LTIP | Phantom Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested phantom units granted (in shares) | 688,467 | 605,142 | 333,779 |
Units granted (in shares) | 323,371 | 509,631 | |
Granted (in dollars per unit) | $ / shares | $ 17.29 | $ 17.70 | |
SMLP LTIP | Phantom Share Units And Associated Distribution Equivalent Rights | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units granted (in shares) | 212,893 | ||
Vesting period (in years) | 3 years | ||
SMLP LTIP | Phantom Share Units And Associated Distribution Equivalent Rights | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in dollars per unit) | $ / shares | $ 16 | ||
SMLP LTIP | Phantom Share Units And Associated Distribution Equivalent Rights | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
SMLP LTIP | Common units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common units issued (in shares) | 38,100 | ||
Number of directors | director | 6 | ||
Grant date fair value (in dollars per share) | $ / shares | $ 16 | ||
SMLP LTIP | Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Units granted (in shares) | 110,478 | ||
Grant date fair value | $ | $ 2.2 |
UNIT-BASED AND NONCASH COMPEN_4
UNIT-BASED AND NONCASH COMPENSATION - SMLP Long-Term Incentive Plan (Details) - SMLP LTIP - Phantom Units - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Units | ||
Beginning balance (in shares) | 605,142 | 333,779 |
Granted (in shares) | 323,371 | 509,631 |
Vested (in shares) | (236,154) | (229,551) |
Forfeited (in shares) | (3,892) | (8,717) |
Ending balance (in shares) | 688,467 | 605,142 |
Weighted-average grant date fair value | ||
Beginning balance (in dollars per unit) | $ 17.62 | $ 21.78 |
Granted (in dollars per unit) | 17.29 | 17.70 |
Vested (in dollars per unit) | 15.69 | 23.61 |
Forfeited (in dollars per unit) | 20.50 | 22.53 |
Ending balance (in dollars per unit) | $ 17.69 | $ 17.62 |
UNIT-BASED AND NONCASH COMPEN_5
UNIT-BASED AND NONCASH COMPENSATION - Schedule of Intrinsic Values (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
SMLP LTIP | Phantom Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Intrinsic value of vested LTIP awards | $ 3,758 | $ 5,420 |
UNIT-BASED AND NONCASH COMPEN_6
UNIT-BASED AND NONCASH COMPENSATION - SMP Net Profits Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
SMLP LTIP unit-based compensation | $ 6,566 | $ 3,778 |
SMLP LTIP | General and administrative expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
SMLP LTIP unit-based compensation | $ 3,778 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Loss Contingencies [Line Items] | |
Finance leases, term of contract (in years) | 3 years |
Revolving credit facility | |
Loss Contingencies [Line Items] | |
Percentage of operating lease incremental borrowing rate (as a percent) | 6.43% |
Minimum | Office Space | |
Loss Contingencies [Line Items] | |
Operating leases, term of contract (in years) | 3 years |
Minimum | Equipment | |
Loss Contingencies [Line Items] | |
Operating leases, term of contract (in years) | 3 years |
Maximum | Office Space | |
Loss Contingencies [Line Items] | |
Operating leases, term of contract (in years) | 10 years |
Maximum | Equipment | |
Loss Contingencies [Line Items] | |
Operating leases, term of contract (in years) | 4 years |
LEASES - Schedule of Right of U
LEASES - Schedule of Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
ROU assets | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other noncurrent assets | Other noncurrent assets |
Operating | $ 10,352 | $ 11,633 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other noncurrent assets | Other noncurrent assets |
Finance | $ 2,400 | $ 1,389 |
Total | $ 12,752 | $ 13,022 |
Lease liabilities, current | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Operating | $ 3,341 | $ 2,570 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Finance | $ 870 | $ 435 |
Total | $ 4,211 | $ 3,005 |
Lease liabilities, noncurrent | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other noncurrent liabilities | Other noncurrent liabilities |
Operating | $ 7,360 | $ 9,672 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other noncurrent liabilities | Other noncurrent liabilities |
Finance | $ 1,197 | $ 679 |
Total | $ 8,557 | $ 10,351 |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Cost and Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease cost | ||
Amortization of ROU assets (included in depreciation and amortization) | $ 686 | $ 673 |
Interest on lease liabilities (included in interest expense) | 62 | 18 |
Operating lease cost (included in general and administrative expense) | 1,999 | 1,815 |
Total lease cost | 2,747 | 2,506 |
Other information | ||
Operating cash outflows from operating leases | 3,975 | 1,732 |
Operating cash outflows from finance leases | 62 | 18 |
Financing cash outflows from finance leases | 610 | 330 |
ROU assets obtained in exchange for new operating lease liabilities | 3,516 | 9,865 |
ROU assets obtained in exchange for new finance lease liabilities | $ 1,238 | $ 1,298 |
Weighted-average remaining lease term (years) - operating leases | 3 years 7 months 6 days | 4 years 8 months 12 days |
Weighted-average remaining lease term (years) - finance leases | 2 years 6 months | 2 years 4 months 24 days |
Weighted-average discount rate - operating leases (as a percent) | 6% | 6% |
Weighted-average discount rate - finance leases (as a percent) | 5% | 3% |
LEASES - Lease Expense (Details
LEASES - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Lease expense | $ 5,898 | $ 3,162 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments Due and Future Minimum Rentals to be Received under Noncancelable Leases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating | |
2024 | $ 4,067 |
2025 | 3,573 |
2026 | 2,468 |
2027 | 2,074 |
2028 | 61 |
2029 | 27 |
Thereafter | 330 |
Total future minimum lease payments | 12,600 |
Finance | |
2024 | 870 |
2025 | 736 |
2026 | 374 |
2027 | 87 |
2028 | 0 |
2029 | 0 |
Thereafter | 0 |
Total future minimum lease payments | $ 2,067 |
SEGMENT INFORMATION - Assets, R
SEGMENT INFORMATION - Assets, Revenues, Depreciation and Amortization, and Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total assets | $ 2,494,198 | $ 2,559,964 |
Total revenues | 458,903 | 369,594 |
Depreciation and amortization | 123,702 | 119,993 |
Total cash paid for capital expenditures | 68,905 | 30,472 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,483,258 | 2,547,818 |
Total revenues | 458,940 | 368,591 |
Depreciation and amortization | 122,189 | 118,237 |
Total cash paid for capital expenditures | 64,394 | 28,535 |
Reportable Segments | Northeast | ||
Segment Reporting Information [Line Items] | ||
Total assets | 573,663 | 591,091 |
Total revenues | 63,805 | 54,392 |
Depreciation and amortization | 17,856 | 17,501 |
Total cash paid for capital expenditures | 4,695 | 8,743 |
Reportable Segments | Rockies | ||
Segment Reporting Information [Line Items] | ||
Total assets | 904,974 | 886,629 |
Total revenues | 255,031 | 143,603 |
Depreciation and amortization | 36,148 | 30,532 |
Total cash paid for capital expenditures | 54,969 | 11,903 |
Reportable Segments | Permian | ||
Segment Reporting Information [Line Items] | ||
Total assets | 291,073 | 298,906 |
Total revenues | 3,570 | 25,151 |
Depreciation and amortization | 0 | 2,736 |
Total cash paid for capital expenditures | 0 | 1,407 |
Reportable Segments | Piceance | ||
Segment Reporting Information [Line Items] | ||
Total assets | 431,687 | 475,719 |
Total revenues | 91,417 | 93,349 |
Depreciation and amortization | 52,014 | 51,352 |
Total cash paid for capital expenditures | 4,544 | 6,116 |
Reportable Segments | Barnett | ||
Segment Reporting Information [Line Items] | ||
Total assets | 281,861 | 295,473 |
Total revenues | 45,117 | 52,096 |
Depreciation and amortization | 16,171 | 16,116 |
Total cash paid for capital expenditures | 186 | 366 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | 10,940 | 12,146 |
Total revenues | (37) | 1,003 |
Depreciation and amortization | 1,513 | 1,756 |
Total cash paid for capital expenditures | $ 4,511 | $ 1,937 |
SEGMENT INFORMATION - Concentra
SEGMENT INFORMATION - Concentration Risk (Details) - Sales Revenue, Net - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Piceance | ||
Segment Reporting Information [Line Items] | ||
Concentration risk (as a percent) | 10% | 13% |
Rockies | ||
Segment Reporting Information [Line Items] | ||
Concentration risk (as a percent) | 13% |
SEGMENT INFORMATION - Adjusted
SEGMENT INFORMATION - Adjusted EBITDA by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total of reportable segments' measures of profit | $ 291,766 | $ 244,586 |
Northeast | ||
Segment Reporting Information [Line Items] | ||
Total of reportable segments' measures of profit | 94,249 | 77,046 |
Rockies | ||
Segment Reporting Information [Line Items] | ||
Total of reportable segments' measures of profit | 87,390 | 57,810 |
Permian | ||
Segment Reporting Information [Line Items] | ||
Total of reportable segments' measures of profit | 24,207 | 18,051 |
Piceance | ||
Segment Reporting Information [Line Items] | ||
Total of reportable segments' measures of profit | 59,749 | 60,055 |
Barnett | ||
Segment Reporting Information [Line Items] | ||
Total of reportable segments' measures of profit | $ 26,171 | $ 31,624 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Net Loss to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Loss before income taxes and equity method investment income | $ (72,454) | $ (141,277) |
Add: | ||
Corporate and Other expense | 30,758 | 29,118 |
Interest expense | 140,784 | 102,459 |
Loss on early extinguishment of debt | 10,934 | 0 |
Depreciation and amortization | 123,702 | 119,993 |
Proportional adjusted EBITDA for equity method investees | 61,070 | 45,419 |
Adjustments related to capital reimbursement activity | (9,874) | (6,041) |
Unit-based and noncash compensation | 6,566 | 3,778 |
Gain on asset sales, net | (260) | (507) |
Long-lived asset impairment | 540 | 91,644 |
Total of reportable segments' measures of profit | $ 291,766 | $ 244,586 |