Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-35666 | |
Entity Registrant Name | Summit Midstream Partners, LP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-5200503 | |
Entity Address, Address Line One | 910 Louisiana Street | |
Entity Address, Address Line Two | Suite 4200 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77002 | |
City Area Code | 832 | |
Local Phone Number | 413-4770 | |
Title of 12(b) Security | Common Units | |
Trading Symbol | SMLP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,648,685 | |
Entity Central Index Key | 0001549922 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
ASSETS | ||
Cash and cash equivalents | $ 344,590 | $ 14,044 |
Restricted cash | 3,454 | 2,601 |
Accounts receivable | 66,587 | 76,275 |
Other current assets | 5,935 | 5,502 |
Total current assets | 420,566 | 98,422 |
Property, plant and equipment, net | 1,447,443 | 1,698,585 |
Intangible assets, net | 147,304 | 175,592 |
Investment in equity method investees | 273,476 | 486,434 |
Other noncurrent assets | 31,786 | 35,165 |
TOTAL ASSETS | 2,320,575 | 2,494,198 |
LIABILITIES AND CAPITAL | ||
Trade accounts payable | 18,063 | 22,714 |
Accrued expenses | 36,554 | 32,377 |
Deferred revenue | 8,899 | 10,196 |
Ad valorem taxes payable | 3,282 | 8,543 |
Accrued compensation and employee benefits | 2,824 | 6,815 |
Accrued interest | 44,826 | 19,298 |
Accrued environmental remediation | 1,854 | 1,483 |
Accrued settlement payable | 6,667 | 6,667 |
Current portion of long-term debt | 29,098 | 15,524 |
Other current liabilities | 7,476 | 10,395 |
Total current liabilities | 159,543 | 134,012 |
Long-term debt, net of issuance costs | 1,127,287 | 1,455,166 |
Noncurrent deferred revenue | 28,761 | 30,085 |
Noncurrent accrued environmental remediation | 1,278 | 1,454 |
Other noncurrent liabilities | 28,298 | 30,266 |
TOTAL LIABILITIES | 1,345,167 | 1,650,983 |
Commitments and contingencies (Note 14) | ||
Mezzanine Capital | ||
Subsidiary Series A Preferred Units (93,039 units issued and outstanding at March 31, 2024 and December 31, 2023) | 126,794 | 124,652 |
Partners' Capital | ||
Series A Preferred Units (65,508 units issued and outstanding at March 31, 2024 and December 31, 2023) | 100,113 | 96,893 |
Common limited partner capital (10,648,685 and 10,376,189 units issued and outstanding at March 31, 2024 and December 31, 2023, respectively) | 748,501 | 621,670 |
Total partners' capital | 848,614 | 718,563 |
TOTAL LIABILITIES AND CAPITAL | $ 2,320,575 | $ 2,494,198 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
Partners' Capital | ||
Common limited partner capital, issued (in shares) | 10,648,685 | 10,376,189 |
Common limited partner capital, outstanding (in shares) | 10,648,685 | 10,376,189 |
Subsidiary Series A Preferred Units | ||
Series A Preferred Units Issued (in shares) | 93,039,000 | 93,039,000 |
Series A Preferred Units Outstanding (in shares) | 93,039,000 | 93,039,000 |
Series A Preferred Units | ||
Subsidiary Series A preferred unitholders, issued (in shares) | 65,508 | 65,508 |
Partners' Capital | ||
Preferred units, outstanding (in shares) | 65,508 | 65,508 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total revenues | $ 118,871 | $ 112,499 |
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 | $ 30,182 | $ 30,882 |
Operation and maintenance | 25,012 | 23,972 |
General and administrative | 14,785 | 9,987 |
Depreciation and amortization | 27,867 | 29,824 |
Transaction costs | 7,791 | 302 |
Acquisition integration costs | 40 | 1,502 |
Gain on asset sales, net | (27) | (68) |
Long-lived asset impairments | 67,916 | 0 |
Total costs and expenses | 173,566 | 96,401 |
Other income (expense), net | (13) | 56 |
Gain (loss) on interest rate swaps | 2,590 | (1,273) |
Gain on sale of business | 86,202 | 18 |
Gain on sale of equity method investment | 126,261 | 0 |
Interest expense | (37,846) | (34,223) |
Income (loss) before income taxes and equity method investment income | 122,499 | (19,324) |
Income tax benefit (expense) | (210) | 252 |
Income from equity method investees | 10,638 | 4,909 |
Net income (loss) | 132,927 | (14,163) |
Less: Net income attributable to Subsidiary Series A Preferred Units | (3,770) | (1,746) |
Net income (loss) attributable to Summit Midstream Partners, LP | 129,157 | (15,909) |
Less: net income attributable to Series A Preferred Units | (3,220) | (2,639) |
Net income (loss) attributable to common limited partners | $ 125,937 | $ (18,548) |
Net income (loss) per limited partner unit: | ||
Common unit - basic (in dollars per share) | $ 12.05 | $ (1.82) |
Common unit - diluted (in dollars per share) | $ 11.47 | $ (1.82) |
Weighted-average limited partner units outstanding: | ||
Common units - basic (in shares) | 10,449 | 10,213 |
Common units - diluted (in shares) | 10,980 | 10,213 |
Gathering services and related fees | ||
Revenues: | ||
Total revenues | $ 61,985 | $ 57,371 |
Natural gas, NGLs and condensate sales | ||
Revenues: | ||
Total revenues | 49,092 | 49,163 |
Other revenues | ||
Revenues: | ||
Total revenues | $ 7,794 | $ 5,965 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Common Limited Partners Capital | Common Limited Partners Capital Series A Preferred Units |
Beginning balance at Dec. 31, 2022 | $ 764,818 | $ 679,491 | $ 85,327 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | (15,909) | (18,548) | 2,639 |
Unit-based compensation | 1,929 | 1,929 | 0 |
Tax withholdings and associated payments on vested SMLP LTIP awards | (1,136) | (1,136) | 0 |
Ending balance at Mar. 31, 2023 | 749,702 | 661,736 | 87,966 |
Beginning balance at Dec. 31, 2023 | 718,563 | 621,670 | 96,893 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income (loss) | 129,157 | 125,937 | 3,220 |
Unit-based compensation | 2,772 | 2,772 | 0 |
Tax withholdings and associated payments on vested SMLP LTIP awards | (1,878) | (1,878) | 0 |
Ending balance at Mar. 31, 2024 | $ 848,614 | $ 748,501 | $ 100,113 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 132,927 | $ (14,163) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 28,102 | 30,059 |
Noncash lease expense | 1,009 | 784 |
Amortization of debt issuance costs | 3,505 | 3,161 |
Unit-based and noncash compensation | 2,772 | 1,929 |
Income from equity method investees | (10,638) | (4,909) |
Distributions from equity method investees | 17,082 | 10,403 |
Gain on asset sales, net | (27) | (68) |
Foreign currency (gain) loss | 19 | (32) |
Gain on sale of business | (86,202) | 0 |
Gain on sale of equity method investment | (126,261) | 0 |
Unrealized (gain) loss on interest rate swaps | (1,244) | 2,417 |
Long-lived asset impairment | 67,916 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,961 | 12,377 |
Trade accounts payable | (3,497) | 6,033 |
Accrued expenses | 3,833 | 2,816 |
Deferred revenue, net | (2,293) | (1,082) |
Ad valorem taxes payable | (5,261) | (6,990) |
Accrued interest | 25,528 | 21,961 |
Accrued environmental remediation, net | 195 | (289) |
Other, net | (6,810) | (14,712) |
Net cash provided by operating activities | 43,616 | 49,695 |
Cash flows from investing activities: | ||
Proceeds from sale of business | 292,266 | 0 |
Capital expenditures | (16,398) | (16,438) |
Proceeds from asset sale | 27 | 0 |
Investment in Double E equity method investee | 0 | (3,500) |
Other, net | 0 | (2,611) |
Net cash provided by (used in) investing activities | 608,629 | (22,549) |
Cash flows from financing activities: | ||
Repayments on ABL Facility | (313,000) | (13,000) |
Repayments on Permian Transmission Term Loan | (3,794) | (2,519) |
Distributions on Subsidiary Series A Preferred Units | (1,628) | (1,628) |
Debt issuance costs | 0 | (97) |
Other, net | (2,424) | (150) |
Net cash used in financing activities | (320,846) | (17,394) |
Net change in cash, cash equivalents and restricted cash | 331,399 | 9,752 |
Cash, cash equivalents and restricted cash, beginning of period | 16,645 | 13,531 |
Cash, cash equivalents and restricted cash, end of period | 348,044 | 23,283 |
Summit Utica | ||
Cash flows from investing activities: | ||
Proceeds from sale of equity method investment | $ 332,734 | $ 0 |
ORGANIZATION, BUSINESS OPERATIO
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 1. ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION Organization. Summit Midstream Partners, LP (including its subsidiaries, collectively “SMLP” or the “Partnership”) is a Delaware limited partnership that was formed in May 2012 and began operations in October 2012. SMLP is a value-oriented limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins, primarily shale formations, in the continental United States. The Partnership’s business activities are primarily conducted through various operating subsidiaries, each of which is owned or controlled by its wholly owned subsidiary holding company, Summit Holdings, a Delaware limited liability company. Business Operations. The Partnership provides natural gas gathering, compression, treating and processing services as well as crude oil and produced water gathering services pursuant to primarily long-term, fee-based agreements with its customers. 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. As of March 31, 2024, other than the Partnership’s investment in Double E, all of its business activities are conducted through wholly owned operating subsidiaries. Presentation and Consolidation. The Partnership prepares its condensed consolidated financial statements in accordance with GAAP as established by the FASB and pursuant to the rules and regulations of the SEC pertaining to interim financial information. The unaudited condensed consolidated financial statements contained in this report include all normal and recurring material adjustments that, in the opinion of management, are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented herein. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and related notes that are included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023. The Partnership makes estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates, including fair value measurements, the reported amounts of revenues and expenses and the disclosure of commitments and contingencies. Although management believes these estimates are reasonable, actual results could differ from its estimates. The unaudited condensed consolidated financial statements 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 | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP There have been no changes to the Partnership’s significant accounting policies since December 31, 2023. Accounting standards recently implemented. 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 provisions of ASU 2020-06 did not have a material impact on the Partnership’s condensed consolidated financial statements and disclosures. New accounting standards not yet implemented. 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. |
DIVESTITURES
DIVESTITURES | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURES | 3. DIVESTITURES Summit Utica Sale. On March 22, 2024, the Partnership completed the disposition of Summit Utica, LLC (“Summit Utica”) to a subsidiary of MPLX LP (“MPLX”) for a cash sale price of $625.0 million, subject to customary post-closing adjustments (the “Utica Sale”). Summit Utica is the owner of (i) approximately 36% of the issued and outstanding equity interests in OGC, (ii) approximately 38% of the issued and outstanding equity interests in OCC, together with OGC, Ohio Gathering and (iii) midstream assets located in the Utica Shale. Ohio Gathering is the owner of a natural gas gathering system and condensate stabilization facility located in Belmont and Monroe counties in the Utica Shale in southeastern Ohio. During the quarterly period ended March 31, 2024, the Partnership recognized a total gain on the disposition of Summit Utica of $212.5 million based on total cash proceeds received of $625.0 million and net assets sold of $412.5 million. A portion of the cash proceeds was used to reduce amounts outstanding under the ABL Facility (see Note 8 - Debt, for additional information) and are subject to final working capital adjustments. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 4. REVENUE The following table presents estimated revenue expected to be recognized during the remainder of 2024 and over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated MVC shortfall payments. (In thousands) 2024 2025 2026 2027 2028 Thereafter Gathering services and related fees $ 48,833 $ 45,594 $ 29,292 $ 7,685 $ 5,137 $ — Revenue by category. In the following tables, revenue is disaggregated by geographic area and major products and services. For more detailed information about reportable segments, see Note 15 – Segment Information. Three Months Ended March 31, 2024 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 16,853 $ — $ — $ 16,853 Rockies 16,516 47,970 4,108 68,594 Permian — — 910 910 Piceance 20,387 948 1,245 22,580 Barnett 8,229 174 1,457 9,860 Total reportable segments 61,985 49,092 7,720 118,797 Corporate and other — — 74 74 Total $ 61,985 $ 49,092 $ 7,794 $ 118,871 Three Months Ended March 31, 2023 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 12,755 $ — $ — $ 12,755 Rockies 15,303 47,329 2,619 65,251 Permian — — 893 893 Piceance 19,119 1,641 1,426 22,186 Barnett 10,194 193 1,064 11,451 Total reportable segments 57,371 49,163 6,002 112,536 Corporate and other — — (37) (37) Total $ 57,371 $ 49,163 $ 5,965 $ 112,499 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT Details on the Partnership’s property, plant and equipment follow. March 31, 2024 December 31, 2023 (In thousands) Gathering and processing systems and related equipment $ 2,124,517 $ 2,335,980 Construction in progress 41,888 56,064 Land and line fill 11,546 11,534 Other 64,319 65,029 Total 2,242,270 2,468,607 Less: accumulated depreciation (794,827) (770,022) Property, plant and equipment, net $ 1,447,443 $ 1,698,585 Depreciation expense and capitalized interest for the Partnership follow. Three Months Ended March 31, 2024 2023 (In thousands) Depreciation expense $ 23,571 $ 22,918 Capitalized interest 472 193 |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | 6. EQUITY METHOD INVESTMENTS As of March 31, 2024, the Partnership has an equity method investment in Double E, the balance of which is included in the Investment in equity method investees caption on the unaudited condensed consolidated balance sheets. On March 22, 2024, in connection with the Utica Sale, the Partnership sold its investment in Ohio Gathering and recognized an estimated $126.3 million gain, which is recorded within Gain on sale of equity method investment within the unaudited condensed consolidated statements of operations. See Note 3 - Divestitures for additional information. Details of the Partnership’s equity method investments follow. March 31, 2024 December 31, 2023 (In thousands) Double E $ 273,476 $ 276,221 Ohio Gathering — 210,213 Total $ 273,476 $ 486,434 |
DEFERRED REVENUE
DEFERRED REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE | 7. DEFERRED REVENUE Certain of the Partnership’s gathering and/or processing agreements provide for monthly or annual MVCs. The amount of the shortfall payment is based on the difference between the actual throughput volume shipped and/or processed for the applicable period and the MVC for the applicable period, multiplied by the applicable gathering or processing fee. Many of the Partnership’s gas gathering agreements contain provisions that can reduce or delay the cash flows that it expects to receive from MVCs to the extent that a customer's actual throughput volumes are above or below its MVC for the applicable contracted measurement period. The balances in deferred revenue as of March 31, 2024 and December 31, 2023 are primarily related to contributions in aid of construction which will be recognized as revenue over the life of the contract. An update of current deferred revenue follows. Total (In thousands) Current deferred revenue, December 31, 2023 $ 10,196 Add: additions 1,696 Less: revenue recognized and other (2,993) Current deferred revenue, March 31, 2024 $ 8,899 An update of noncurrent deferred revenue follows. Total (In thousands) Noncurrent deferred revenue, December 31, 2023 $ 30,085 Add: additions 563 Less: reclassification to current deferred revenue and other (1,887) Noncurrent deferred revenue, March 31, 2024 $ 28,761 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | 8. DEBT Debt for the Partnership at March 31, 2024 and December 31, 2023, follows: March 31, 2024 December 31, 2023 (In thousands) ABL Facility : Summit Holdings' asset based credit facility due May 1, 2026 $ — $ 313,000 Permian Transmission Term Loan : Summit Permian Transmission's variable rate senior secured term loan due January 2028 141,052 144,846 2026 Unsecured Notes : 12.00% senior unsecured notes due October 15, 2026 209,510 209,510 2025 Senior Notes : 5.75% senior unsecured notes due April 15, 2025 49,783 49,783 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 (28,960) (31,449) Total debt, net of unamortized debt discount and debt issuance costs 1,156,385 1,470,690 Less: current portion of Permian Transmission Term Loan and 2026 Secured Notes tender (29,098) (15,524) Total long-term debt $ 1,127,287 $ 1,455,166 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 March 31, 2024, the most recent borrowing base determination of eligible assets totaled $683.6 million, an amount greater than the $400.0 million of aggregate lending commitments. 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 March 31, 2024, the outstanding balance of the 2025 Senior Notes was $49.8 million. As of March 31, 2024, the applicable margin under the adjusted SOFR borrowings was 3.25%, the interest rate was 8.69% and the available borrowing capacity of the ABL Facility totaled $383.7 million after giving effect to the issuance of $4.3 million in outstanding but undrawn irrevocable standby letters of credit and $12.0 million of commitment reserves. In connection with the closing of the Utica Sale, the ABL Facility was amended to, among other things, (i) permit the Utica Sale, (ii) amend the change of control provision to permit certain structural changes in connection with a conversion to a C-corporation and (iii) amend the Interest Coverage Ratio (as defined in the ABL Agreement) covenant such that the Interest Coverage Ratio as of the last day of any fiscal quarter must be less than (a) for any fiscal quarter ending on or before December 31, 2024, (x) if no loans under the Credit Agreement are outstanding and unrestricted cash exceeds $200.0 million, 1.50:1.00 and (y) if any loans under the Credit Agreement are outstanding or unrestricted cash is less than such threshold, 1.75:1.00 and (b) thereafter, 1.90:1.00. The ABL Facility also requires that Summit Holdings not permit 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. As of March 31, 2024, the First Lien Net Leverage Ratio was -0.26:1.00 and the Interest Coverage Ratio was 1.87:1.00. As of March 31, 2024, the Partnership was in compliance with the financial covenants of the ABL Facility. A portion of the proceeds from the Utica Sale were used to repay all amounts outstanding under the ABL Facility. As of March 31, 2024, there were no amounts outstanding under the ABL Facility. Permian Transmission Credit Facilities. On March 8, 2021, the Partnership’s unrestricted subsidiary, Summit Permian Transmission, entered into a Credit Agreement which allows for $175.0 million of senior secured credit facilities (the “Permian Transmission Credit Facilities”), including a $160.0 million Term Loan Facility and a $15.0 million working capital facility. The Permian Transmission Credit Facilities can be used to finance Summit Permian Transmission’s capital calls associated with its investment in Double E, debt service and other general corporate purposes. Unexpended proceeds from draws on the Permian Transmission Credit Facilities are classified as restricted cash on the accompanying unaudited condensed consolidated balance sheets. As of March 31, 2024, the applicable margin under adjusted term SOFR borrowings was 2.475%, the average 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 March 31, 2024, the Partnership was in compliance with the financial covenants of the Permian Transmission Credit Facilities. Permian Transmission Term Loan. In accordance with the terms of the Permian Transmission Credit Facilities, in January 2022, the Permian Term Loan Facility was converted into a Term Loan (the “Permian Transmission Term Loan”). The Permian Transmission Term Loan is due January 2028. As of March 31, 2024, the applicable margin under adjusted term SOFR borrowings was 2.475% and the average interest rate was 7.79%. As of March 31, 2024, 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, Summit Permian Transmission is required to make mandatory principal repayments. Below is a summary of the remaining mandatory principal repayments as of March 31, 2024: (In thousands) Total 2024 2025 2026 2027 2028 Amortizing principal repayments $ 141,052 $ 11,730 $ 16,580 $ 16,967 $ 17,769 $ 78,006 2026 Secured Notes. In 2021, the Co-Issuers issued $700.0 million of 8.500% Senior Secured Second Lien Notes due 2026 to eligible purchasers pursuant to Rule 144A and Regulation S of the Securities Act, at a price of 98.5% of their face value. Additionally, in November 2022, in connection with the 2022 DJ Acquisitions, the Co-Issuers issued an additional $85.0 million of 2026 Secured Notes at a price of 99.26% of their face value. The 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 are effectively subordinated to any of our or the guarantors’ current and future secured first lien indebtedness, including indebtedness incurred under the ABL Facility, to the extent of the value of the collateral securing such indebtedness, and our and the guarantors’ current and future debt that is secured by liens on assets other than the collateral, to the extent of the value of such assets. The 2026 Secured Notes are structurally subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee the 2026 Secured Notes. The 2026 Secured Notes are effectively equal to our and the guarantors’ obligations under any future second lien indebtedness and effectively senior to all of our future junior lien indebtedness and existing and future unsecured indebtedness, including our outstanding senior unsecured notes, to the extent of the value of the collateral, and senior to any of our future subordinated indebtedness. The 2026 Secured Notes will mature on October 15, 2026. 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. As of March 31, 2024, the Partnership was in compliance with the financial covenants governing its 2026 Secured Notes. Starting in the first quarter of 2023 with respect to the fiscal year ended 2022, and continuing annually through the fiscal year ended 2025, the Partnership is required under the terms of the 2026 Secured Notes Indenture to, if it has Excess Cash Flow (as defined in the 2026 Secured Notes Indenture), and subject to its ability to make such an offer under the ABL Facility, offer to purchase an amount of the 2026 Secured Notes, at 100% of the principal amount plus accrued and unpaid interest, equal to 100% of the Excess Cash Flow generated in the prior year. Excess Cash Flow is generally defined as consolidated cash flow minus the sum of capital expenditures and cash payments in respect of permitted investments and permitted restricted payments. Generally, if the Partnership does not offer to purchase designated annual amounts of its 2026 Secured Notes or reduce its first lien capacity under the 2026 Secured Notes Indenture per annum from 2023 through 2025, the interest rate on the 2026 Secured Notes is subject to certain rate escalations. Per the terms of the 2026 Secured Notes Indenture, the designated amounts are to offer to purchase $50.0 million aggregate principal amount of the 2026 Secured Notes by April 1, 2023, otherwise the interest rate shall automatically increase by 50 basis points per annum; $100.0 million aggregate principal amount of the 2026 Secured Notes by April 1, 2024, otherwise the interest rate shall automatically increase by 100 basis points per annum (minus any amount previously increased); and $200.0 million aggregate principal amount of the 2026 Secured Notes by April 1, 2025, otherwise the interest rate shall automatically increase by 200 basis points per annum (minus any amount previously increased). Based on the amount of our Excess Cash Flow for the fiscal year ended 2023, on March 27, 2024, the Partnership commenced a cash tender offer to purchase up to $19.3 million aggregate principal amount of the outstanding 2026 Secured Notes at 100% of the principal amount plus accrued and unpaid interest. The cash flow offer expired on April 24, 2024 with $13.6 million tendered and validly accepted. Accordingly, $13.6 million of the 2026 Secured Notes is reflected as current debt in the March 31, 2024 unaudited condensed consolidated balance sheet. As of April 1, 2024, the Partnership had not made offers to purchase in the required amount of $100.0 million and the interest rate on the 2026 Secured Notes increased an incremental 50 basis points to 9.50% effective on such date. 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 March 31, 2024, the Partnership was in compliance with the financial covenants of the 2026 Unsecured Notes. The 2026 Unsecured Notes will mature on October 15, 2026. 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 March 31, 2024, the Partnership was in compliance with the financial covenants of the 2025 Senior Notes. The 2025 Senior Notes will mature on April 15, 2025. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | 9. FINANCIAL INSTRUMENTS Fair Value. A summary of the estimated fair value of our debt financial instruments follows. March 31, 2024 December 31, 2023 Carrying Value (1) Estimated Carrying Value (1) Estimated (In thousands) 2025 Senior Notes $ 49,783 $ 49,016 $ 49,783 $ 48,414 2026 Secured Notes $ 785,000 $ 794,485 $ 785,000 $ 778,131 2026 Unsecured Notes $ 209,510 $ 211,605 $ 209,510 $ 203,225 ________ (1) Excludes applicable unamortized debt issuance costs and debt discounts. The carrying values on the balance sheets of the ABL Facility and Permian Transmission Term Loan represent their fair value due to their floating interest rates. The fair values of the 2026 Unsecured Notes, 2026 Secured Notes and 2025 Senior Notes are based on an average of nonbinding broker quotes as of March 31, 2024 and December 31, 2023. The use of different market assumptions or valuation methodologies may have a material effect on their estimated fair value of the Senior Notes. Deferred earn-out. The Partnership’s deferred earn-out liability is remeasured each reporting period. As of March 31, 2024 and December 31, 2023, the estimated fair value of the deferred earn-out liability was $4.9 million and $5.1 million, respectively, and was estimated using a discounted cash flow technique based on estimated future freshwater deliveries and appropriate discount rates. Given the unobservable nature of the inputs, the fair value measurement of the deferred earn-out is deemed to use Level 3 inputs. The deferred earn-out sits within Centennial Water Pipelines LLC, one of the Partnership’s unrestricted subsidiaries. Interest Rate Swaps. In connection with the Permian Transmission Term Loan, the Partnership entered into amortizing interest rate swap agreements. As of March 31, 2024 and December 31, 2023, the outstanding notional amounts of interest rate swaps were $126.9 million and $130.4 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. |
PARTNERS' CAPITAL AND MEZZANINE
PARTNERS' CAPITAL AND MEZZANINE CAPITAL | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
PARTNERS' CAPITAL AND MEZZANINE CAPITAL | 10. PARTNERS' CAPITAL AND MEZZANINE CAPITAL Common Units. An update on the number of common units is as follows for the period from December 31, 2023 to March 31, 2024. Common Units Units, December 31, 2023 10,376,189 Common units issued for SMLP LTIP, net 272,496 Units, March 31, 2024 10,648,685 Series A Preferred Units. As of March 31, 2024, the Partnership had 65,508 Series A Preferred Units outstanding and $36.3 million of accrued and unpaid distributions on its Series A Preferred Units. Subsidiary Series A Preferred Units. The Partnership records its Subsidiary Series A Preferred Units at fair value upon issuance, net of issuance costs, and subsequently records an effective interest method accretion amount each reporting period to accrete the carrying value to a most probable redemption value that is based on a predetermined internal rate of return measure. 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. As of March 31, 2024, the Partnership had 93,039 Subsidiary Series A Preferred Units issued and outstanding. If the Subsidiary Series A Preferred Units were redeemed on March 31, 2024, the redemption amount would be $127.1 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, 2024 to March 31, 2024, net of $1.6 million and $1.7 million of unamortized issuance costs at March 31, 2024 and December 31, 2023, respectively: (In thousands) Balance at December 31, 2023 $ 124,652 Redemption accretion, net of issuance cost amortization 3,770 Cash distribution (includes a $1.6 million distribution payable as of March 31, 2024) (1,628) Balance at March 31, 2024 $ 126,794 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 ended March 31, 2020. Upon the resumption of distributions, the Partnership Agreement requires that it distribute all available cash, subject to reserves established by its General Partner, within 45 days after the end of each quarter 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. There were no distributions paid during the three months ended March 31, 2024 or during the twelve months ended December 31, 2023. |
EARNINGS PER UNIT
EARNINGS PER UNIT | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS PER UNIT | 11. EARNINGS PER UNIT The following table details the components of EPU. Three Months Ended 2024 2023 (In thousands, except per-unit amounts) Numerator for basic and diluted EPU: Allocation of net loss among limited partner interests: Net income (loss) $ 132,927 $ (14,163) Less: Net income attributable to Subsidiary Series A Preferred Units (3,770) (1,746) Net income (loss) attributable to Summit Midstream Partners, LP $ 129,157 (15,909) Less: Net income attributable to Series A Preferred Units $ (3,220) (2,639) Net income (loss) attributable to common limited partners $ 125,937 $ (18,548) Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 10,449 10,213 Effect of nonvested phantom units 531 — Weighted-average common units outstanding – diluted 10,980 10,213 Net income (loss) per limited partner unit: Common unit – basic $ 12.05 $ (1.82) Common unit – diluted $ 11.47 $ (1.82) Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 38 285 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 12. SUPPLEMENTAL CASH FLOW INFORMATION Three Months Ended March 31, 2024 2023 (In thousands) Supplemental cash flow information: Cash interest paid $ 9,210 $ 9,420 Noncash investing and financing activities: Capital expenditures in trade accounts payable (period-end accruals) $ 6,183 $ 8,735 Accretion of Subsidiary Series A Preferred Units, net of issuance cost amortization $ 3,770 $ 1,746 |
UNIT-BASED AND NONCASH COMPENSA
UNIT-BASED AND NONCASH COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
UNIT-BASED AND NONCASH COMPENSATION | 13. UNIT-BASED AND NONCASH COMPENSATION SMLP Long-Term Incentive Plan. The Partnership’s Long-Term Incentive Plan (“SMLP LTIP”) provides for equity awards to eligible officers, employees, consultants and directors of the Partnership, thereby linking the recipients’ compensation directly to SMLP’s performance. Significant items to note: • For the three-month period ended March 31, 2024, the Partnership granted 230,815 time-based phantom units and associated distribution equivalent rights to employees in connection with the Partnership’s annual incentive compensation award cycle. The grant date fair value of these awards totaled $3.7 million and the awards vest ratably over a 3-year period. • For the three-month period ended March 31, 2024, the Partnership granted 122,867 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 totaled $2.4 million and the awards vest at the end of three years. • For the three-month period ended March 31, 2024, the Partnership issued 39,486 common units to the Partnership’s six independent directors in connection with their annual compensation plan. The grant date fair value of these awards totaled $0.6 million and became fully vested at the grant date. • As of March 31, 2024, approximately 0.1 million common units remained available for future issuance under the SMLP LTIP, which includes the impact of 0.7 million granted but unvested phantom units. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES Environmental Matters. Although the Partnership believes that it is in material compliance with applicable environmental regulations, the risk of environmental remediation costs and liabilities are inherent in pipeline ownership and operation. Furthermore, the Partnership can provide no assurances that significant environmental remediation costs and liabilities will not be incurred in the future. The Partnership is currently not aware of any material contingent liabilities that exist with respect to environmental matters, except as noted below. As of March 31, 2024, 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 March 31, 2025. Each of these amounts represent the Partnership’s best estimate for costs expected to be incurred. Neither of these amounts have been discounted to their present value. An update of the Partnership’s undiscounted accrued environmental remediation is as follows and is primarily related to the 2015 Blacktail Release and other environmental remediation activities, as detailed below. (In thousands) Accrued environmental remediation, December 31, 2023 $ 2,937 Payments made (226) Changes in estimates 421 Accrued environmental remediation, March 31, 2024 $ 3,132 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 March 31, 2024 and December 31, 2023, the accrued loss liability for the 2015 Blacktail Release was $21.7 million and are recorded within Other noncurrent liabilities and Accrued settlement payable within the unaudited condensed consolidated balance sheets. Key terms of the Global Settlement included (i) payment of penalties and fines totaling $36.3 million, consisting of $1.25 million in natural resource damages payable to federal and state governments, a $25.0 million payable to the federal government over 5 years, and a $10.0 million payable to state governments over, for the federal and state civil amounts, six years and, for the federal criminal amounts, five years, with interest applied to unpaid amounts accruing at, for the federal and state civil amounts, a fixed rate of 3.25% and, for the federal criminal amounts, a variable rate set by statute, and of which $6.7 million is expected to be paid within the next twelve months; (ii) continuation of remediation efforts at the site of the 2015 Blacktail Release; (iii) other injunctive relief including but not limited to control room management, environmental management system audit, training, and reporting; (iv) guilty pleas by Defendant subsidiary for (a) one charge of negligent discharge of a harmful quantity of oil and (b) one charge of knowing failure to immediately report a discharge of oil; and (v) organizational probation for a minimum period of three years from sentencing on December 6, 2021, including payment in full of certain components of the fines and penalty amounts. The agreements comprising the Global Settlement were subject to the approval of the U.S. District Court for the District of North Dakota (the “U.S. District Court”). The U.S. District Court entered an order making the civil components of the Global Settlement effective on September 28, 2021 and accepted the sentencing in the Plea Agreement on December 6, 2021, completing approval of the Global Settlement. Subsidiaries of the Partnership are also participating in two proceedings before the EPA as a result of the Plea Agreement becoming effective. Following the U.S. District Court’s entering judgment on Defendant subsidiary’s guilty plea to one count of negligent discharge of produced water in violation of the Clean Water Act, Defendant subsidiary was statutorily debarred by operation of law pursuant to 33 U.S.C. § 1368(a) to participate in federal awards performed at the “violating facility,” which EPA determined to be the Marmon subsystem of the produced water gathering system in North Dakota. The scope and effect of the debarment as defined do not materially affect our operations. Defendant has submitted a petition for reinstatement, which was denied by the EPA’s suspension and debarment office (“SDO”) on July 11, 2022. The SDO determined that the term of probation in the Plea Agreement was the appropriate period of time to demonstrate Defendant subsidiary’s change of corporate attitude, policies, practices, and procedures. The Partnership and certain subsidiaries have also received a show cause notice from the EPA requesting us to “show cause” why SDO should not issue a Notice of Proposed Debarment to the Defendant subsidiary and certain affiliates under 2 C.F.R. § 180.800(d), to which the Partnership has responded, and in which proceeding no further developments have occurred. Legal Proceedings. The Partnership is involved in various litigation and administrative proceedings arising in the ordinary course of business. In the opinion of management, any liabilities, which include insured claims, would not individually or in the aggregate have a material adverse effect on the Partnership's financial position or results of operations. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 15. SEGMENT INFORMATION As of March 31, 2024, the Partnership’s 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 Marcellus shale play and its wholly owned midstream assets located in the Utica shale play together with its equity method investment in Ohio Gathering that is focused on the Utica Shale. For additional information regarding the Utica Sale, see Note 3 - Divestitures regarding the disposition of Northeast assets. • 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 our reportable segments, including certain general and administrative expense items, transaction costs, acquisition integration costs and interest expense. Assets by reportable segment follow. March 31, 2024 December 31, 2023 (In thousands) Assets: Rockies $ 906,854 $ 904,974 Permian 290,168 291,073 Northeast 80,460 573,663 Piceance 419,773 431,687 Barnett 276,378 281,861 Total reportable segment assets 1,973,633 2,483,258 Corporate and Other 346,942 10,940 Total assets $ 2,320,575 $ 2,494,198 Segment adjusted EBITDA by reportable segment follows. Three Months Ended March 31, 2024 2023 (In thousands) Reportable segment adjusted EBITDA Rockies $ 22,874 $ 23,130 Permian 7,265 5,073 Northeast 29,021 17,854 Piceance 15,233 13,983 Barnett 5,100 7,027 Total of reportable segments' measures of profit $ 79,493 $ 67,067 A reconciliation of income or loss before income taxes and income from equity method investees to total of reportable segments' measures of profit follows. Three Months Ended March 31, 2024 2023 (In thousands) Reconciliation of loss before income taxes and income from equity method investees to total of reportable segments' measures of profit: Income (loss) before income taxes and income from equity method investees $ 122,499 $ (19,324) Add: Corporate and Other expense 15,096 9,796 Interest expense 37,846 34,223 Depreciation and amortization (1) 28,102 30,059 Proportional adjusted EBITDA for equity method investees 20,675 11,638 Adjustments related to capital reimbursement activity (2,923) (1,186) Unit-based and noncash compensation 2,772 1,929 Gain on asset sales, net (27) (68) Gain on sale of business (86,202) — Gain on sale of equity method investment (126,261) — Long-lived asset impairment 67,916 — Total of reportable segments' measures of profit $ 79,493 $ 67,067 ________ (1) Includes the amortization expense associated with our favorable gas gathering contracts as reported in other revenues. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS Mountaineer Midstream. On May 1, 2024, the Partnership completed the sale of its Mountaineer Midstream system, to Antero Midstream LLC for a cash sale price of $70 million, subject to customary post-closing adjustments (the “Mountaineer Transaction”). Mountaineer Midstream is the owner of midstream assets located in the Marcellus Shale. Prior to closing the Mountaineer Transaction, the Partnership sold related compression assets located in the Marcellus Shale to a compression service provider for approximately $5 million in April 2024. During the three months ended March 31, 2024, the Partnership recognized an impairment of $68 million, in connection with the Mountaineer Transaction and the sale of compression assets, based on total cash proceeds of approximately $75 million and net assets of approximately $143 million. Cash Tender. As discussed in Note 8 - Debt, on March 27, 2024, the Partnership commenced a cash tender offer to purchase up to $19.3 million aggregate principal amount of the outstanding 2026 Secured Notes at 100% of the principal amount plus accrued and unpaid interest. The cash flow offer expired on April 24, 2024 with $13.6 million tendered and validly accepted. Accordingly, $13.6 million of the 2026 Secured Notes is reflected as current debt in the March 31, 2024 unaudited condensed consolidated balance sheet. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Partnership prepares its condensed consolidated financial statements in accordance with GAAP as established by the FASB and pursuant to the rules and regulations of the SEC pertaining to interim financial information. The unaudited condensed consolidated financial statements contained in this report include all normal and recurring material adjustments that, in the opinion of management, are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented herein. |
Use of Estimates | The Partnership makes estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates, including fair value measurements, the reported amounts of revenues and expenses and the disclosure of commitments and contingencies. Although management believes these estimates are reasonable, actual results could differ from its estimates. |
Consolidation | The unaudited condensed consolidated financial statements 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. |
Accounting standards recently implemented and New accounting standards not yet implemented | Accounting standards recently implemented. 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 provisions of ASU 2020-06 did not have a material impact on the Partnership’s condensed consolidated financial statements and disclosures. New accounting standards not yet implemented. 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. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Estimated Revenue Expected to be Recognized and MVC Shortfall Payments | The following table presents estimated revenue expected to be recognized during the remainder of 2024 and over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated MVC shortfall payments. (In thousands) 2024 2025 2026 2027 2028 Thereafter Gathering services and related fees $ 48,833 $ 45,594 $ 29,292 $ 7,685 $ 5,137 $ — |
Schedule of Disaggregated Revenue by Geographic Area and Major Products and Services Reportable Segments | Revenue by category. In the following tables, revenue is disaggregated by geographic area and major products and services. For more detailed information about reportable segments, see Note 15 – Segment Information. Three Months Ended March 31, 2024 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 16,853 $ — $ — $ 16,853 Rockies 16,516 47,970 4,108 68,594 Permian — — 910 910 Piceance 20,387 948 1,245 22,580 Barnett 8,229 174 1,457 9,860 Total reportable segments 61,985 49,092 7,720 118,797 Corporate and other — — 74 74 Total $ 61,985 $ 49,092 $ 7,794 $ 118,871 Three Months Ended March 31, 2023 Gathering services and related fees Natural gas, NGLs and condensate sales Other revenues Total (In thousands) Reportable Segments: Northeast $ 12,755 $ — $ — $ 12,755 Rockies 15,303 47,329 2,619 65,251 Permian — — 893 893 Piceance 19,119 1,641 1,426 22,186 Barnett 10,194 193 1,064 11,451 Total reportable segments 57,371 49,163 6,002 112,536 Corporate and other — — (37) (37) Total $ 57,371 $ 49,163 $ 5,965 $ 112,499 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Details on the Partnership’s property, plant and equipment follow. March 31, 2024 December 31, 2023 (In thousands) Gathering and processing systems and related equipment $ 2,124,517 $ 2,335,980 Construction in progress 41,888 56,064 Land and line fill 11,546 11,534 Other 64,319 65,029 Total 2,242,270 2,468,607 Less: accumulated depreciation (794,827) (770,022) Property, plant and equipment, net $ 1,447,443 $ 1,698,585 |
Schedule Of Depreciation Expense And Capitalized Interest Costs | Depreciation expense and capitalized interest for the Partnership follow. Three Months Ended March 31, 2024 2023 (In thousands) Depreciation expense $ 23,571 $ 22,918 Capitalized interest 472 193 |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | Details of the Partnership’s equity method investments follow. March 31, 2024 December 31, 2023 (In thousands) Double E $ 273,476 $ 276,221 Ohio Gathering — 210,213 Total $ 273,476 $ 486,434 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract with Customer, Contract Asset, Contract Liability, and Receivable | An update of current deferred revenue follows. Total (In thousands) Current deferred revenue, December 31, 2023 $ 10,196 Add: additions 1,696 Less: revenue recognized and other (2,993) Current deferred revenue, March 31, 2024 $ 8,899 An update of noncurrent deferred revenue follows. Total (In thousands) Noncurrent deferred revenue, December 31, 2023 $ 30,085 Add: additions 563 Less: reclassification to current deferred revenue and other (1,887) Noncurrent deferred revenue, March 31, 2024 $ 28,761 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt for the Partnership at March 31, 2024 and December 31, 2023, follows: March 31, 2024 December 31, 2023 (In thousands) ABL Facility : Summit Holdings' asset based credit facility due May 1, 2026 $ — $ 313,000 Permian Transmission Term Loan : Summit Permian Transmission's variable rate senior secured term loan due January 2028 141,052 144,846 2026 Unsecured Notes : 12.00% senior unsecured notes due October 15, 2026 209,510 209,510 2025 Senior Notes : 5.75% senior unsecured notes due April 15, 2025 49,783 49,783 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 (28,960) (31,449) Total debt, net of unamortized debt discount and debt issuance costs 1,156,385 1,470,690 Less: current portion of Permian Transmission Term Loan and 2026 Secured Notes tender (29,098) (15,524) Total long-term debt $ 1,127,287 $ 1,455,166 |
Schedule of Maturities of Long-term Debt | Below is a summary of the remaining mandatory principal repayments as of March 31, 2024: (In thousands) Total 2024 2025 2026 2027 2028 Amortizing principal repayments $ 141,052 $ 11,730 $ 16,580 $ 16,967 $ 17,769 $ 78,006 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | A summary of the estimated fair value of our debt financial instruments follows. March 31, 2024 December 31, 2023 Carrying Value (1) Estimated Carrying Value (1) Estimated (In thousands) 2025 Senior Notes $ 49,783 $ 49,016 $ 49,783 $ 48,414 2026 Secured Notes $ 785,000 $ 794,485 $ 785,000 $ 778,131 2026 Unsecured Notes $ 209,510 $ 211,605 $ 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) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule Of Partner Units Activity | An update on the number of common units is as follows for the period from December 31, 2023 to March 31, 2024. Common Units Units, December 31, 2023 10,376,189 Common units issued for SMLP LTIP, net 272,496 Units, March 31, 2024 10,648,685 |
Schedule of Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net | The following table shows the change in the Partnership’s Subsidiary Series A Preferred Unit balance from January 1, 2024 to March 31, 2024, net of $1.6 million and $1.7 million of unamortized issuance costs at March 31, 2024 and December 31, 2023, respectively: (In thousands) Balance at December 31, 2023 $ 124,652 Redemption accretion, net of issuance cost amortization 3,770 Cash distribution (includes a $1.6 million distribution payable as of March 31, 2024) (1,628) Balance at March 31, 2024 $ 126,794 |
EARNINGS PER UNIT (Tables)
EARNINGS PER UNIT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table details the components of EPU. Three Months Ended 2024 2023 (In thousands, except per-unit amounts) Numerator for basic and diluted EPU: Allocation of net loss among limited partner interests: Net income (loss) $ 132,927 $ (14,163) Less: Net income attributable to Subsidiary Series A Preferred Units (3,770) (1,746) Net income (loss) attributable to Summit Midstream Partners, LP $ 129,157 (15,909) Less: Net income attributable to Series A Preferred Units $ (3,220) (2,639) Net income (loss) attributable to common limited partners $ 125,937 $ (18,548) Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 10,449 10,213 Effect of nonvested phantom units 531 — Weighted-average common units outstanding – diluted 10,980 10,213 Net income (loss) per limited partner unit: Common unit – basic $ 12.05 $ (1.82) Common unit – diluted $ 11.47 $ (1.82) Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 38 285 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Three Months Ended March 31, 2024 2023 (In thousands) Supplemental cash flow information: Cash interest paid $ 9,210 $ 9,420 Noncash investing and financing activities: Capital expenditures in trade accounts payable (period-end accruals) $ 6,183 $ 8,735 Accretion of Subsidiary Series A Preferred Units, net of issuance cost amortization $ 3,770 $ 1,746 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Accrued Environmental Remediation | An update of the Partnership’s undiscounted accrued environmental remediation is as follows and is primarily related to the 2015 Blacktail Release and other environmental remediation activities, as detailed below. (In thousands) Accrued environmental remediation, December 31, 2023 $ 2,937 Payments made (226) Changes in estimates 421 Accrued environmental remediation, March 31, 2024 $ 3,132 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Assets from Segment to Consolidated | Assets by reportable segment follow. March 31, 2024 December 31, 2023 (In thousands) Assets: Rockies $ 906,854 $ 904,974 Permian 290,168 291,073 Northeast 80,460 573,663 Piceance 419,773 431,687 Barnett 276,378 281,861 Total reportable segment assets 1,973,633 2,483,258 Corporate and Other 346,942 10,940 Total assets $ 2,320,575 $ 2,494,198 |
Schedule of Reconciliation of Net Income to Adjusted EBITDA | Segment adjusted EBITDA by reportable segment follows. Three Months Ended March 31, 2024 2023 (In thousands) Reportable segment adjusted EBITDA Rockies $ 22,874 $ 23,130 Permian 7,265 5,073 Northeast 29,021 17,854 Piceance 15,233 13,983 Barnett 5,100 7,027 Total of reportable segments' measures of profit $ 79,493 $ 67,067 A reconciliation of income or loss before income taxes and income from equity method investees to total of reportable segments' measures of profit follows. Three Months Ended March 31, 2024 2023 (In thousands) Reconciliation of loss before income taxes and income from equity method investees to total of reportable segments' measures of profit: Income (loss) before income taxes and income from equity method investees $ 122,499 $ (19,324) Add: Corporate and Other expense 15,096 9,796 Interest expense 37,846 34,223 Depreciation and amortization (1) 28,102 30,059 Proportional adjusted EBITDA for equity method investees 20,675 11,638 Adjustments related to capital reimbursement activity (2,923) (1,186) Unit-based and noncash compensation 2,772 1,929 Gain on asset sales, net (27) (68) Gain on sale of business (86,202) — Gain on sale of equity method investment (126,261) — Long-lived asset impairment 67,916 — Total of reportable segments' measures of profit $ 79,493 $ 67,067 ________ (1) Includes the amortization expense associated with our favorable gas gathering contracts as reported in other revenues. (2) |
DIVESTITURES - Narrative (Detai
DIVESTITURES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 22, 2024 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on disposition of business | $ 86,202 | $ 18 | |
Proceeds from sale of business | 292,266 | 0 | |
Gain on sale of equity method investment | 126,261 | $ 0 | |
Summit Utica | OGC | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Percentage of ownership interest | 36% | ||
Summit Utica | OCC | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Percentage of ownership interest | 38% | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on disposition of business | 86,200 | ||
Net book value of assets and liabilities divested | 143,000 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Summit Utica | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash consideration | $ 625,000 | ||
Gain on disposition of business | 212,500 | ||
Proceeds from sale of business | 625,000 | ||
Net book value of assets and liabilities divested | $ 412,500 |
REVENUE - Schedule of Estimated
REVENUE - Schedule of Estimated Revenue Expected to be Recognized (Details) - Gathering services and related fees $ in Thousands | Mar. 31, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 48,833 |
Revenue, remaining performance obligation, expected timing of satisfaction | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 45,594 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 29,292 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 7,685 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 5,137 |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction | 1 year |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregated Revenue by Geographic Area and Major Products and Services Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 118,871 | $ 112,499 |
Corporate and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 74 | (37) |
Reportable Segments | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 118,797 | 112,536 |
Reportable Segments | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 16,853 | 12,755 |
Reportable Segments | Rockies | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 68,594 | 65,251 |
Reportable Segments | Permian | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 910 | 893 |
Reportable Segments | Piceance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 22,580 | 22,186 |
Reportable Segments | Barnett | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 9,860 | 11,451 |
Gathering services and related fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 61,985 | 57,371 |
Gathering services and related fees | Corporate and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Gathering services and related fees | Reportable Segments | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 61,985 | 57,371 |
Gathering services and related fees | Reportable Segments | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 16,853 | 12,755 |
Gathering services and related fees | Reportable Segments | Rockies | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 16,516 | 15,303 |
Gathering services and related fees | Reportable Segments | Permian | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Gathering services and related fees | Reportable Segments | Piceance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 20,387 | 19,119 |
Gathering services and related fees | Reportable Segments | Barnett | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 8,229 | 10,194 |
Natural gas, NGLs and condensate sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 49,092 | 49,163 |
Natural gas, NGLs and condensate sales | Corporate and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Natural gas, NGLs and condensate sales | Reportable Segments | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 49,092 | 49,163 |
Natural gas, NGLs and condensate sales | Reportable Segments | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Natural gas, NGLs and condensate sales | Reportable Segments | Rockies | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 47,970 | 47,329 |
Natural gas, NGLs and condensate sales | Reportable Segments | Permian | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Natural gas, NGLs and condensate sales | Reportable Segments | Piceance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 948 | 1,641 |
Natural gas, NGLs and condensate sales | Reportable Segments | Barnett | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 174 | 193 |
Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 7,794 | 5,965 |
Other revenues | Corporate and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 74 | (37) |
Other revenues | Reportable Segments | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 7,720 | 6,002 |
Other revenues | Reportable Segments | Northeast | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Other revenues | Reportable Segments | Rockies | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 4,108 | 2,619 |
Other revenues | Reportable Segments | Permian | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 910 | 893 |
Other revenues | Reportable Segments | Piceance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,245 | 1,426 |
Other revenues | Reportable Segments | Barnett | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 1,457 | $ 1,064 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 2,242,270 | $ 2,468,607 |
Less: accumulated depreciation | (794,827) | (770,022) |
Property, plant and equipment, net | 1,447,443 | 1,698,585 |
Gathering and processing systems and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 2,124,517 | 2,335,980 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total | 41,888 | 56,064 |
Land and line fill | ||
Property, Plant and Equipment [Line Items] | ||
Total | 11,546 | 11,534 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 64,319 | $ 65,029 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Schedule of Depreciation Expense and Capitalized Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 23,571 | $ 22,918 |
Capitalized interest | $ 472 | $ 193 |
EQUITY METHOD INVESTMENTS - Sch
EQUITY METHOD INVESTMENTS - Schedule of Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||
Gain on sale of equity method investment | $ 126,261 | $ 0 | |
Investment in equity method investees | 273,476 | $ 486,434 | |
Double E | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in equity method investees | 273,476 | 276,221 | |
Ohio Gathering | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in equity method investees | $ 0 | $ 210,213 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Change in Contract with Customer, Liability, Current [Roll Forward] | |
Current deferred revenue, beginning balance | $ 10,196 |
Add: additions | 1,696 |
Less: revenue recognized and other | (2,993) |
Current deferred revenue, ending balance | 8,899 |
Change in Contract with Customer, Liability, Noncurrent [Roll Forward] | |
Noncurrent deferred revenue, beginning balance | 30,085 |
Add: additions | 563 |
Less: reclassification to current deferred revenue and other | (1,887) |
Noncurrent deferred revenue, ending balance | $ 28,761 |
DEBT - Components of Long-Term
DEBT - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | ||
Less: unamortized debt discount and debt issuance costs | $ (28,960) | $ (31,449) |
Total debt, net of unamortized debt discount and debt issuance costs | 1,156,385 | 1,470,690 |
Less: current portion of Permian Transmission Term Loan and 2026 Secured Notes tender | (29,098) | (15,524) |
Total long-term debt | 1,127,287 | 1,455,166 |
ABL Facility: Summit Holdings' asset based credit facility due May 1, 2026 | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Secured notes | 0 | 313,000 |
Permian Transmission Term Loan and 2026 Secured Notes | ||
Line of Credit Facility [Line Items] | ||
Less: current portion of Permian Transmission Term Loan and 2026 Secured Notes tender | (29,098) | (15,524) |
Permian Transmission Term Loan: Summit Permian Transmission's variable rate senior secured term loan due January 2028 | ||
Line of Credit Facility [Line Items] | ||
Term loan | 141,052 | |
Permian Transmission Term Loan: Summit Permian Transmission's variable rate senior secured term loan due January 2028 | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Term loan | 141,052 | 144,846 |
2026 Unsecured Notes: $12.00% senior unsecured notes due October 15, 2026 | Unsecured Debt | ||
Line of Credit Facility [Line Items] | ||
Unsecured notes | $ 209,510 | $ 209,510 |
Stated interest rate (as a percent) | 12% | |
2025 Senior Notes: 5.75% senior unsecured notes due April 15, 2025 | ||
Line of Credit Facility [Line Items] | ||
Stated interest rate (as a percent) | 5.75% | 5.75% |
2025 Senior Notes: 5.75% senior unsecured notes due April 15, 2025 | Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Unsecured notes | $ 49,783 | $ 49,783 |
2026 Secured Notes: 8.50% senior second lien notes due October 15, 2026 | ||
Line of Credit Facility [Line Items] | ||
Stated interest rate (as a percent) | 8.50% | 8.50% |
2026 Secured Notes: 8.50% senior second lien notes due October 15, 2026 | Secured Debt | ||
Line of Credit Facility [Line Items] | ||
Unsecured notes | $ 785,000 | $ 785,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | 3 Months Ended | ||||||||||
Apr. 01, 2024 | Mar. 27, 2024 USD ($) | Nov. 02, 2021 USD ($) | Nov. 30, 2023 USD ($) | Nov. 30, 2021 USD ($) | Feb. 28, 2017 | Mar. 31, 2024 USD ($) | Apr. 24, 2024 USD ($) | Dec. 31, 2023 USD ($) | Nov. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 08, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Current portion of long-term debt | $ 29,098,000 | $ 15,524,000 | ||||||||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Applicable margin (as a percent) | 3.25% | |||||||||||
ABL Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Borrowing capacity | $ 400,000,000 | $ 400,000,000 | ||||||||||
Borrowing base capacity | $ 683,600,000 | |||||||||||
Mandatory redemption period | 120 days | |||||||||||
Maximum amount of debt outstanding for maturity to occur | $ 50,000,000 | |||||||||||
Debt instrument, interest rate | 8.69% | |||||||||||
Unused portion under the facility | $ 383,700,000 | |||||||||||
Debt instrument, covenant, unrestricted cash threshold | $ 200,000,000 | |||||||||||
Interest coverage ratio | 1.87 | |||||||||||
Interest coverage ratio, thereafter | 1.90 | |||||||||||
First lien net leverage ratio (as a percent) | 2.50 | (0.26) | ||||||||||
ABL Facility | Exceeds cash threshold | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest coverage ratio | 1.50 | |||||||||||
ABL Facility | Less than cash threshold | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest coverage ratio | 1.75 | |||||||||||
ABL Facility | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Secured notes | $ 4,300,000 | |||||||||||
ABL Facility | Other Credit Facility Reserves | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Secured notes | 12,000,000 | |||||||||||
2025 Senior Notes | Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unsecured notes | $ 49,800,000 | |||||||||||
Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Borrowing capacity | $ 175,000,000 | |||||||||||
Interest rate during period (as a percent) | 7.79% | |||||||||||
Unused portion of the permian transmission credit facility | $ 4,500,000 | |||||||||||
Credit Agreement | Summit Permian Transmission, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of debt hedged by interest rate derivatives | 90% | |||||||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Applicable margin (as a percent) | 2.475% | |||||||||||
Commitment fee (as a percent) | 0.70% | |||||||||||
Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Summit Permian Transmission, LLC | Interest Rate Contract | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Applicable margin (as a percent) | 1.23% | |||||||||||
Credit Agreement | Term Loan Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Borrowing capacity | 160,000,000 | |||||||||||
Credit Agreement | Working Capital Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Borrowing capacity | $ 15,000,000 | |||||||||||
Credit Agreement | Standby Letters of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unused portion of the permian transmission credit facility | $ 10,500,000 | |||||||||||
Permian Transmission Term Loan: Summit Permian Transmission's variable rate senior secured term loan due January 2028 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate during period (as a percent) | 7.79% | |||||||||||
Permian Transmission Term Loan: Summit Permian Transmission's variable rate senior secured term loan due January 2028 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Applicable margin (as a percent) | 2.475% | |||||||||||
2026 Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt offering | $ 85,000,000 | $ 700,000,000 | ||||||||||
Stated interest rate (as a percent) | 8.50% | |||||||||||
Debt issued as a percent of face value | 99.26% | 98.50% | ||||||||||
Secured Notes Indenture, 2026 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, interest rate | 9.50% | |||||||||||
Redemption price, expressed as percentage of principal amount | 100% | 108.50% | ||||||||||
Debt instrument, principal interest rate | 100% | |||||||||||
Debt instrument, covenant, excess cash flow offer to purchase, period one | $ 50,000,000 | |||||||||||
Debt instrument, covenant, excess cash flow offer to purchase, basis point increase, period one | 0.50% | 0.50% | ||||||||||
Debt instrument, covenant, excess cash flow offer to purchase, period two | $ 100,000,000 | |||||||||||
Debt instrument, covenant, excess cash flow offer to purchase, basis point increase, period two | 1% | |||||||||||
Debt instrument, covenant, excess cash flow offer to purchase, period three | $ 200,000,000 | |||||||||||
Debt instrument, covenant, excess cash flow offer to purchase, basis point increase, period three | 2% | |||||||||||
Debt instrument, cash tender offer | $ 19,300,000 | |||||||||||
Redemption percentage (as a percent) | 35% | |||||||||||
Debt Instrument, Covenant, Redemption, Percent of Initial Principal Amount Remaining Outstanding | 65% | |||||||||||
Secured Notes Indenture, 2026 | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Current portion of long-term debt | $ 13,600,000 | |||||||||||
Secured Notes Indenture, 2026 | Beginning October 15, 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price, expressed as percentage of principal amount | 104.25% | |||||||||||
Secured Notes Indenture, 2026 | Beginning October 15, 2024 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price, expressed as percentage of principal amount | 102.125% | |||||||||||
Secured Notes Indenture, 2026 | Beginning October 15, 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price, expressed as percentage of principal amount | 100% | |||||||||||
2026 Unsecured Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt offering | $ 209,500,000 | |||||||||||
2026 Unsecured Notes | Beginning October 15, 2023 | Summit Holdings And Finance Corporation | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price, expressed as percentage of principal amount | 101% | |||||||||||
2026 Unsecured Notes | Beginning October 15, 2024 | Summit Holdings And Finance Corporation | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price, expressed as percentage of principal amount | 102% | |||||||||||
2025 Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt offering | $ 180,000,000 | |||||||||||
Debt instrument, repurchase amount | 29,500,000 | |||||||||||
Debt instrument, repurchased face amount | $ 29,700,000 | |||||||||||
2025 Senior Notes | Beginning October 15, 2025 | Summit Holdings And Finance Corporation | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price, expressed as percentage of principal amount | 100% |
DEBT - Schedule of Maturities (
DEBT - Schedule of Maturities (Details) - Permian Transmission Term Loan: Summit Permian Transmission's variable rate senior secured term loan due January 2028 $ in Thousands | Mar. 31, 2024 USD ($) |
Debt | |
Amortizing principal repayments | $ 141,052 |
2024 | 11,730 |
2025 | 16,580 |
2026 | 16,967 |
2027 | 17,769 |
2028 | $ 78,006 |
FINANCIAL INSTRUMENTS - Fair Va
FINANCIAL INSTRUMENTS - Fair Value of Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
2025 Senior Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 49,783 | $ 49,783 |
2025 Senior Notes | Fair Value | Estimated Fair Value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 49,016 | 48,414 |
2026 Secured Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 785,000 | 785,000 |
2026 Secured Notes | Fair Value | Estimated Fair Value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 794,485 | 778,131 |
2026 Unsecured Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 209,510 | 209,510 |
2026 Unsecured Notes | Fair Value | Estimated Fair Value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 211,605 | $ 203,225 |
FINANCIAL INSTRUMENTS - Narrati
FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Concentration Risk [Line Items] | |||
Gain (loss) on interest rate swaps | $ 2,590 | $ (1,273) | |
Fair Value, Inputs, Level 3 | Sterling DJ | |||
Concentration Risk [Line Items] | |||
Deferred earn-out liability | 4,900 | $ 5,100 | |
Interest Rate Swap | |||
Concentration Risk [Line Items] | |||
Derivative liability, notional amount | 126,900 | 130,400 | |
Fair value of interest rate swap | 13,200 | $ 11,900 | |
Gain (loss) on interest rate swaps | $ 2,600 |
PARTNERS' CAPITAL AND MEZZANI_3
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Partners' Capital and Schedule of Units (Details) - Common Units | 3 Months Ended |
Mar. 31, 2024 shares | |
Increase (Decrease) in Partners' Capital [Roll Forward] | |
Units, beginning balance (in shares) | 10,376,189 |
Common units issued for SMLP LTIP, net (in shares) | 272,496 |
Units, ending balance (in shares) | 10,648,685 |
PARTNERS' CAPITAL AND MEZZANI_4
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2020 | Dec. 31, 2023 | |
Partners Capital [Line Items] | |||
Maximum period following end of quarter to distribute all available cash | 45 days | ||
Series A Preferred Units | |||
Partners Capital [Line Items] | |||
Subsidiary Series A preferred unitholders, outstanding (in shares) | 65,508 | 65,508 | |
Preferred units issued (in shares) | 65,508 | 65,508 | |
Series A Preferred Units | |||
Partners Capital [Line Items] | |||
Accrued and unpaid distributions | $ 36.3 | ||
Redemption amount | 127.1 | ||
Issuance costs | $ 1.6 | $ 1.7 |
PARTNERS' CAPITAL AND MEZZANI_5
PARTNERS' CAPITAL AND MEZZANINE CAPITAL - Change in Subsidiary (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Series A Preferred Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Redemption accretion, net of issuance cost amortization | $ 3,770 | $ 1,746 |
Series A Preferred Units | ||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||
Beginning balance | 124,652 | |
Cash distribution (includes a $1.6 million distribution payable as of March 31, 2024) | (1,628) | |
Ending balance | 126,794 | |
Distribution payable | $ 1,600 |
EARNINGS PER UNIT (Details)
EARNINGS PER UNIT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net income (loss) | $ 132,927 | $ (14,163) |
Less: net income attributable to Series A Preferred Units | (3,220) | (2,639) |
Net income (loss) attributable to Summit Midstream Partners, LP | 129,157 | (15,909) |
Net income (loss) attributable to common limited partners | $ 125,937 | $ (18,548) |
Common units - basic (in shares) | 10,449,000 | 10,213,000 |
Effect of nonvested phantom units (in shares) | 531,000 | 0 |
Weighted-average common units outstanding – diluted (in shares) | 10,980,000 | 10,213,000 |
Common unit - basic (in dollars per share) | $ 12.05 | $ (1.82) |
Common unit - diluted (in dollars per share) | $ 11.47 | $ (1.82) |
Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU (in shares) | 38 | 285 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Supplemental cash flow information: | ||
Cash interest paid | $ 9,210 | $ 9,420 |
Noncash investing and financing activities: | ||
Capital expenditures in trade accounts payable (period-end accruals) | 6,183 | 8,735 |
Series A Preferred Units | ||
Noncash investing and financing activities: | ||
Accretion of Subsidiary Series A Preferred Units, net of issuance cost amortization | $ 3,770 | $ 1,746 |
UNIT-BASED AND NONCASH COMPEN_2
UNIT-BASED AND NONCASH COMPENSATION (Details) - SMLP LTIP $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) director shares | |
Phantom Share Units And Associated Distribution Equivalent Rights | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted units (in shares) | 230,815 |
Vesting period | 3 years |
Grant date fair value | $ | $ 3.7 |
Performance Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted units (in shares) | 122,867 |
Vesting period | 3 years |
Grant date fair value | $ | $ 2.4 |
Common Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date fair value | $ | $ 0.6 |
Issued units (in shares) | 39,486 |
Number of directors | director | 6 |
Phantom Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Units remaining available (in shares) | 100,000 |
Unvested phantom units granted (in shares) | 700,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Schedule of Environmental Matters (Details) - Meadowlark Midstream Gathering System $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Accrual for Environmental Loss Contingencies [Roll Forward] | |
Accrued environmental remediation, beginning balance | $ 2,937 |
Payments made | (226) |
Changes in estimates | 421 |
Accrued environmental remediation, ending balance | $ 3,132 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) claim | |
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 |
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 |
Natural Resource Damages To Federal and State Governments | 2015 Blacktail Release | |
Loss Contingencies [Line Items] | |
Legal fines and other fees | $ 1,250 |
Penalties and fines, payment period | 5 years |
Damages Payable To Federal Government over Five Years | 2015 Blacktail Release | |
Loss Contingencies [Line Items] | |
Legal fines and other fees | $ 25,000 |
Damages Payable To State Governments Over Six Years | 2015 Blacktail Release | |
Loss Contingencies [Line Items] | |
Legal fines and other fees | $ 10,000 |
Penalties and fines, payment period | 6 years |
Damages Payable To Federal Criminal Over Five Years | 2015 Blacktail Release | |
Loss Contingencies [Line Items] | |
Penalties and fines, payment period | 5 years |
SEGMENT INFORMATION - Assets, R
SEGMENT INFORMATION - Assets, Revenues, Depreciation and Amortization, and Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Assets | $ 2,320,575 | $ 2,494,198 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Assets | 1,973,633 | 2,483,258 |
Reportable Segments | Rockies | ||
Segment Reporting Information [Line Items] | ||
Assets | 906,854 | 904,974 |
Reportable Segments | Permian | ||
Segment Reporting Information [Line Items] | ||
Assets | 290,168 | 291,073 |
Reportable Segments | Northeast | ||
Segment Reporting Information [Line Items] | ||
Assets | 80,460 | 573,663 |
Reportable Segments | Piceance | ||
Segment Reporting Information [Line Items] | ||
Assets | 419,773 | 431,687 |
Reportable Segments | Barnett | ||
Segment Reporting Information [Line Items] | ||
Assets | 276,378 | 281,861 |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 346,942 | $ 10,940 |
SEGMENT INFORMATION - Adjusted
SEGMENT INFORMATION - Adjusted EBITDA by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ 79,493 | $ 67,067 |
Rockies | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 22,874 | 23,130 |
Permian | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 7,265 | 5,073 |
Northeast | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 29,021 | 17,854 |
Piceance | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | 15,233 | 13,983 |
Barnett | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ 5,100 | $ 7,027 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Net Loss to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting [Abstract] | ||
Income (loss) before income taxes and equity method investment income | $ 122,499 | $ (19,324) |
Add: | ||
Corporate and Other expense | 15,096 | 9,796 |
Interest expense | 37,846 | 34,223 |
Depreciation and amortization | 28,102 | 30,059 |
Proportional adjusted EBITDA for equity method investees | 20,675 | 11,638 |
Adjustments related to capital reimbursement activity | (2,923) | (1,186) |
Unit-based and noncash compensation | 2,772 | 1,929 |
Gain on asset sales, net | (27) | (68) |
Gain on sale of business | (86,202) | 0 |
Gain on sale of equity method investment | (126,261) | 0 |
Long-lived asset impairments | 67,916 | 0 |
Total of reportable segments' measures of profit | $ 79,493 | $ 67,067 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Mar. 27, 2024 | Nov. 02, 2021 | Apr. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | May 01, 2024 | Apr. 24, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||||||||
Long-lived asset impairments | $ 67,916 | $ 0 | ||||||
Proceeds from divestiture of businesses | 292,266 | 0 | ||||||
Current portion of long-term debt | 29,098 | $ 15,524 | ||||||
Proceeds from asset sale | 27 | $ 0 | ||||||
Secured Notes Indenture, 2026 | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt instrument, cash tender offer | $ 19,300 | |||||||
Redemption price, expressed as percentage of principal amount | 100% | 108.50% | ||||||
Subsequent Event | Secured Notes Indenture, 2026 | ||||||||
Subsequent Event [Line Items] | ||||||||
Current portion of long-term debt | $ 13,600 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||||
Subsequent Event [Line Items] | ||||||||
Long-lived asset impairments | 68,000 | |||||||
Net book value of assets and liabilities divested | 143,000 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Mountaineer Midstream Company, LLC | ||||||||
Subsequent Event [Line Items] | ||||||||
Proceeds from divestiture of businesses | $ 75,000 | |||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Mountaineer Midstream Company, LLC | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash consideration | $ 70,000 | |||||||
Proceeds from asset sale | $ 5,000 |