Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Summit Midstream Partners, LP | |
Entity Central Index Key | 1,549,922 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | SMLP | |
Common units | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 73,356,950 | |
General Partner Units | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,490,999 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 370 | $ 1,430 |
Accounts receivable | 85,458 | 72,301 |
Other current assets | 4,360 | 4,327 |
Total current assets | 90,188 | 78,058 |
Property, plant and equipment, net | 1,911,630 | 1,795,129 |
Intangible assets, net | 281,207 | 301,345 |
Goodwill | 16,211 | 16,211 |
Investment in equity method investees | 660,254 | 690,485 |
Other noncurrent assets | 18,566 | 13,565 |
Total assets | 2,978,056 | 2,894,793 |
Current liabilities: | ||
Trade accounts payable | 22,569 | 16,375 |
Accrued expenses | 18,347 | 12,499 |
Due to affiliate | 13 | 1,088 |
Deferred revenue | 11,152 | 4,000 |
Ad valorem taxes payable | 8,223 | 8,329 |
Accrued interest | 15,285 | 12,310 |
Accrued environmental remediation | 2,702 | 3,130 |
Other current liabilities | 10,388 | 11,258 |
Total current liabilities | 88,679 | 68,989 |
Long-term debt | 1,175,313 | 1,051,192 |
Deferred Purchase Price Obligation | 416,718 | 362,959 |
Noncurrent deferred revenue | 39,624 | 12,707 |
Noncurrent accrued environmental remediation | 1,182 | 2,214 |
Other noncurrent liabilities | 5,525 | 7,063 |
Total liabilities | 1,727,041 | 1,505,124 |
Commitments and contingencies (Note 16) | ||
Series A Preferred Units (300,000 units issued and outstanding at September 30, 2018 and December 31, 2017) | 300,741 | 294,426 |
Common limited partner capital (73,355,775 units issued and outstanding at September 30, 2018 and 73,085,996 units issued and outstanding at December 31, 2017) | 913,913 | 1,056,510 |
General Partner interests (1,490,999 units issued and outstanding at September 30, 2018 and December 31, 2017) | 25,380 | 27,920 |
Noncontrolling interest | 10,981 | 10,813 |
Total partners' capital | 1,251,015 | 1,389,669 |
Total liabilities and partners' capital | $ 2,978,056 | $ 2,894,793 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Series A preferred unitholders, issued | 300,000 | 300,000 |
Series A preferred unitholders, outstanding | 300,000 | 300,000 |
Common limited partner capital (in shares), issued | 73,355,775 | 73,085,996 |
Common limited partner capital (in shares), outstanding | 73,355,775 | 73,085,996 |
General partner interests (in shares), issued | 1,490,999 | 1,490,999 |
General partner interests (in shares), outstanding | 1,490,999 | 1,490,999 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Total revenues | $ 127,479 | $ 124,945 | $ 372,982 | $ 362,542 |
Costs and expenses: | ||||
Cost of natural gas and NGLs | $ 26,879 | $ 18,177 | $ 71,549 | $ 36,328 |
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember |
Operation and maintenance | $ 24,382 | $ 22,303 | $ 73,452 | $ 70,011 |
General and administrative | 11,740 | 13,289 | 39,666 | 40,370 |
Depreciation and amortization | 26,743 | 28,927 | 80,204 | 86,184 |
Transaction costs | 0 | 0 | 0 | 119 |
Loss (gain) on asset sales, net | 6 | 460 | (6) | 530 |
Long-lived asset impairment | 1,540 | 1,290 | 2,127 | 1,577 |
Total costs and expenses | 91,290 | 84,446 | 266,992 | 235,119 |
Other income | 58 | 79 | 78 | 214 |
Interest expense | (14,862) | (17,614) | (44,821) | (51,883) |
Early extinguishment of debt | 0 | 0 | 0 | (22,020) |
Deferred Purchase Price Obligation | 37,204 | 70,499 | (53,759) | 54,674 |
Income before income taxes and (loss) income from equity method investees | 58,589 | 93,463 | 7,488 | 108,408 |
Income tax benefit (expense) | 35 | (176) | (88) | (417) |
(Loss) income from equity method investees | (1,169) | 350 | (3,703) | (3,691) |
Net income | 57,455 | 93,637 | 3,697 | 104,300 |
Net income attributable to noncontrolling interest | 25 | 91 | 168 | 282 |
Net income attributable to SMLP | 57,430 | 93,546 | 3,529 | 104,018 |
Less net income attributable to General Partner, including IDRs | 3,279 | 3,999 | 6,477 | 8,442 |
Net income (loss) attributable to limited partners | 54,151 | 89,547 | (2,948) | 95,576 |
Series A Preferred Units | ||||
Costs and expenses: | ||||
Net income (loss) attributable to limited partners | 7,125 | 0 | 21,375 | 0 |
Common units | ||||
Costs and expenses: | ||||
Net income (loss) attributable to limited partners | $ 47,026 | $ 89,547 | $ (24,323) | $ 95,576 |
Earnings (loss) per limited partner unit: | ||||
Basic (in dollars per share) | $ 0.64 | $ 1.23 | $ (0.33) | $ 1.32 |
Diluted (in dollars per share) | $ 0.64 | $ 1.22 | $ (0.33) | $ 1.31 |
Weighted-average limited partner units outstanding: | ||||
Basic (shares) | 73,356 | 73,059 | 73,283 | 72,583 |
Diluted (shares) | 73,756 | 73,433 | 73,283 | 72,901 |
Gathering Services and Related Fees | ||||
Revenues: | ||||
Total revenues | $ 86,427 | $ 96,070 | $ 260,373 | $ 298,884 |
Natural Gas, NGLs and Condensate Sales | ||||
Revenues: | ||||
Total revenues | 34,017 | 22,940 | 92,025 | 44,655 |
Other Revenues | ||||
Revenues: | ||||
Total revenues | $ 7,035 | $ 5,935 | $ 20,584 | $ 19,003 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | Adjustment | Noncontrolling interest | Noncontrolling interestAdjustment | Common | CommonAdjustment | General Partner | General PartnerAdjustment | Limited partners, Series A Preferred Units | Limited partners, Series A Preferred UnitsAdjustment |
Beginning balance at Dec. 31, 2016 | $ 1,169,673 | $ 11,247 | $ 1,129,132 | $ 29,294 | ||||||
Net income (loss) | 104,300 | 282 | 95,576 | 8,442 | ||||||
Distributions to unitholders | (134,066) | 0 | (125,052) | (9,014) | ||||||
Unit-based compensation | 5,902 | 0 | 5,902 | 0 | ||||||
Tax withholdings on vested SMLP LTIP awards | (2,051) | 0 | (2,051) | 0 | ||||||
ATM Program issuances, net of costs | 17,251 | 0 | 17,251 | 0 | ||||||
Contribution from General Partner | 465 | 0 | 0 | 465 | ||||||
Other | (166) | 0 | (166) | 0 | ||||||
Ending balance at Sep. 30, 2017 | 1,161,308 | 11,529 | 1,120,592 | 29,187 | ||||||
January 1, 2018 impact of Topic 606day 1 adoption | 4,214 | 0 | 4,130 | 84 | $ 0 | |||||
Beginning balance at Dec. 31, 2017 | 1,389,669 | $ 1,393,883 | 10,813 | $ 10,813 | 1,056,510 | $ 1,060,640 | 27,920 | $ 28,004 | 294,426 | $ 294,426 |
Net income (loss) | 3,697 | 168 | (24,323) | 6,477 | 21,375 | |||||
Distributions to unitholders | (149,734) | 0 | (126,383) | (9,101) | (14,250) | |||||
Unit-based compensation | 5,948 | 0 | 5,948 | 0 | 0 | |||||
Tax withholdings on vested SMLP LTIP awards | (1,840) | 0 | (1,840) | 0 | 0 | |||||
Other | (939) | 0 | (129) | 0 | (810) | |||||
Ending balance at Sep. 30, 2018 | $ 1,251,015 | $ 10,981 | $ 913,913 | $ 25,380 | $ 300,741 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 3,697 | $ 104,300 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 79,752 | 85,732 |
Amortization of debt issuance costs | 3,184 | 3,117 |
Deferred Purchase Price Obligation | 53,759 | (54,674) |
Unit-based and noncash compensation | 6,188 | 5,973 |
Loss from equity method investees | 3,703 | 3,691 |
Distributions from equity method investees | 26,528 | 28,715 |
Loss (gain) on asset sales, net | (6) | 530 |
Long-lived asset impairment | 2,127 | 1,577 |
Early extinguishment of debt | 0 | 22,020 |
Write-off of debt issuance costs | 0 | 302 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (11,557) | 36,097 |
Trade accounts payable | (2,991) | 1,200 |
Accrued expenses | 5,848 | 2,726 |
Due (to) from affiliate | (1,075) | 256 |
Deferred revenue, net | 5,160 | (39,671) |
Ad valorem taxes payable | (106) | (2,470) |
Accrued interest | 2,975 | 2,700 |
Accrued environmental remediation, net | (3,060) | (2,935) |
Other, net | (7,634) | (2,689) |
Net cash provided by operating activities | 166,492 | 196,497 |
Cash flows from investing activities: | ||
Capital expenditures | (137,033) | (86,206) |
Proceeds from asset sale | 496 | 2,300 |
Contributions to equity method investees | 0 | (21,581) |
Other, net | (209) | (579) |
Net cash provided by (used in) investing activities | (136,746) | (106,066) |
Cash flows from financing activities: | ||
Distributions to unitholders | (134,066) | |
Borrowings under Revolving Credit Facility | 202,000 | 177,500 |
Repayments under Revolving Credit Facility | (79,000) | (319,500) |
Debt issuance costs | (334) | (15,891) |
Payment of redemption and call premiums on senior notes | 0 | (17,913) |
Proceeds from ATM Program common unit issuances, net of costs | 0 | 17,251 |
Contribution from General Partner | 0 | 465 |
Issuance of senior notes | 0 | 500,000 |
Tender and redemption of senior notes | 0 | (300,000) |
Other, net | (3,738) | (2,794) |
Net cash provided by (used in) financing activities | (30,806) | (94,948) |
Net change in cash and cash equivalents | (1,060) | (4,517) |
Cash and cash equivalents, beginning of period | 1,430 | 7,428 |
Cash and cash equivalents, end of period | 370 | 2,911 |
Supplemental cash flow disclosures: | ||
Cash interest paid | 44,126 | 47,410 |
Less capitalized interest | 5,536 | 1,562 |
Interest paid (net of capitalized interest) | 38,590 | 45,848 |
Cash paid for taxes | 175 | 0 |
Noncash investing and financing activities | ||
Capital expenditures in trade accounts payable (period-end accruals) | 20,977 | 13,647 |
Capital expenditures relating to contributions in aid of construction for Topic 606 day 1 adoption | 33,123 | 0 |
Common units | ||
Cash flows from financing activities: | ||
Distributions to unitholders | (135,484) | (134,066) |
Series A Preferred Units | ||
Cash flows from financing activities: | ||
Distributions to unitholders | $ (14,250) | $ 0 |
ORGANIZATION, BUSINESS OPERATIO
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 1. ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION Organization. SMLP, a Delaware limited partnership, was formed in May 2012 and began operations in October 2012 in connection with its IPO of common limited partner units. SMLP is a growth-oriented limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in the continental United States. Our business activities are conducted through various operating subsidiaries, each of which is owned or controlled by our wholly owned subsidiary holding company, Summit Holdings, a Delaware limited liability company. References to the "Partnership," "we," or "our" refer collectively to SMLP and its subsidiaries. The General Partner, a Delaware limited liability company, manages our operations and activities. Summit Investments, a Delaware limited liability company, is the ultimate owner of our General Partner and has the right to appoint the entire Board of Directors. Summit Investments is controlled by Energy Capital Partners. In addition to its approximate Neither SMLP nor its subsidiaries have any employees. All of the personnel that conduct our business are employed by Summit Investments, but these individuals are sometimes referred to as our employees. Business Operations. We provide natural gas gathering, treating and processing services as well as crude oil and produced water gathering services pursuant to primarily long-term, fee-based agreements with our customers. Our results are driven primarily by the volumes of natural gas that we gather, treat, compress and process as well as by the volumes of crude oil and produced water that we gather. We are the owner-operator of or have significant ownership interests in the following gathering systems: • Summit Utica, a natural gas gathering system operating in the Appalachian Basin, which includes the Utica and Point Pleasant shale formations in southeastern Ohio; • Ohio Gathering, a natural gas gathering system and a condensate stabilization facility operating in the Appalachian Basin, which includes the Utica and Point Pleasant shale formations in southeastern Ohio; • Polar and Divide, crude oil and produced water gathering systems and transmission pipelines located in the Williston Basin, which includes the Bakken and Three Forks shale formations in northwestern North Dakota; • Tioga Midstream, crude oil, produced water and associated natural gas gathering systems operating in the Williston Basin, which includes the Bakken and Three Forks shale formations in northwestern North Dakota; • Bison Midstream, an associated natural gas gathering system operating in the Williston Basin, which includes the Bakken and Three Forks shale formations in northwestern North Dakota; • Grand River, a natural gas gathering and processing system located in the Piceance Basin, which includes the Mesaverde formation and the Mancos and Niobrara shale formations in western Colorado and eastern Utah; • Niobrara G&P, an associated natural gas gathering and processing system operating in the DJ Basin, which includes the Niobrara and Codell shale formations in northeastern Colorado; • DFW Midstream, a natural gas gathering system operating in the Fort Worth Basin, which includes the Barnett Shale formation in north-central Texas; • Mountaineer Midstream, a natural gas gathering system operating in the Appalachian Basin, which includes the Marcellus Shale formation in northern West Virginia; and • Summit Permian, an associated natural gas gathering and processing system and interstate natural gas transportation pipeline under development in the northern Delaware Basin, which includes the Wolfcamp and Bone Spring formations, in southeastern New Mexico. In February 2016, the Partnership and SMP Holdings, a wholly owned subsidiary of Summit Investments, entered into a contribution agreement (the "Contribution Agreement") pursuant to which SMP Holdings agreed to contribute to the Partnership substantially all of its limited partner interest in OpCo, a Delaware limited partnership that owns (i) In December 2017, Niobrara G&P, the associated natural gas gathering and processing assets held by Meadowlark Midstream, were contributed to Summit Niobrara, a newly formed entity. Concurrent with this contribution (i) a subsidiary of SMLP purchased the remaining 1% ownership interest in Summit Niobrara held by Summit Epping, LLC; and (ii) 100% of the ownership interests in Summit Niobrara were contributed to Grand River Gathering, LLC (“Grand River”), after which Summit Niobrara became a wholly owned subsidiary of Grand River. Summit Marketing provides natural gas and crude oil marketing services in and around our gathering systems. Presentation and Consolidation. We prepare our unaudited condensed consolidated financial statements in accordance with GAAP as established by the FASB. We make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates, including fair value measurements, the reported amounts of revenue and expense and the disclosure of contingencies. Although management believes these estimates are reasonable, actual results could differ from its estimates. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and the regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are adequate to make the information not misleading. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, which are necessary to fairly present the unaudited condensed consolidated balance sheet as of September 30, 2018, the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2018 and 2017 and the unaudited condensed consolidated statements of partners’ capital and cash flows for the nine months ended September 30, 2018 and 2017. The balance sheet at December 31, 2017 included herein was derived from our audited financial statements, but does not include all disclosures required by GAAP. See Notes 2 and 3 for the impact relating to the adoption of the new revenue standard. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are included in our annual report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on February 26, 2018 (the "2017 Annual Report"). The results of operations for an interim period are not necessarily indicative of results expected for a full year. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Except for the changes below, there have been no changes to our significant accounting policies since December 31, 2017. Recent Accounting Pronouncements. Accounting standard setters frequently issue new or revised accounting rules. We review new pronouncements to determine the impact, if any, on our financial statements. Accounting standards that have or could possibly have a material effect on our financial statements are discussed below. Recently Adopted Accounting Pronouncements . We have recently adopted the following accounting pronouncements: • ASU No. 2014-09 Revenue from Contracts with Customers (“Topic 606”). We adopted Topic 606 with a date of initial application of January 1, 2018. We applied Topic 606 by recognizing the cumulative effect of initially applying Topic 606 as an adjustment to the opening balance of partners’ capital at January 1, 2018. The comparative information has not been adjusted and is reported under the accounting standards in effect for those periods. For contracts where we perform gathering services and earn a per-unit fee which is recognized at a point in time, revenue is recognized over time as the service is performed and results in revenue recognition materially consistent with historical GAAP. In addition, our contracts generally contain forms of variable consideration, which will likely be constrained as the volumes are susceptible to factors outside of our control and influence. As a result of applying the constraint guidance, timing of revenue recognition will be materially consistent with historical GAAP. Prior to the adoption of Topic 606, contributions in aid of construction were recognized as a reduction to our cost basis of property, plant and equipment and facility fees were recognized as revenue when the amounts were billed. Upon adoption of Topic 606, the contributions in aid of construction amounts previously received were capitalized to property, plant and equipment, net of any accumulated depreciation, and will be depreciated over the remaining useful lives. Any future contributions in aid of construction will be recognized as revenue over the remaining term of the respective contract in accordance with Topic 606. Additionally, facility fees will be deferred and recognized over the contract term. There are certain percent-of-proceeds contracts within our Williston Basin reportable segment where we previously recognized revenue for services provided to producers in gathering services and related fees. Such amounts which were previously presented gross in gathering services and related fees are presented net within cost of natural gas and NGLs. This change did not have any impact on our net income (loss), cash flows, or the amount we present as segment adjusted EBITDA. For contracts containing MVC arrangements with banking mechanisms we previously deferred revenue. Under Topic 606, the recognition of revenue was accelerated. This acceleration totaled $16.7 million and is included in the Topic 606 day one adjustment amounts below in deferred revenue. The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of Topic 606 was as follows: Balance at December 31, 2017 Adjustments Due to Topic 606 Balance at January 1, 2018 (In thousands) Assets Property, plant and equipment, net $ 1,795,129 $ 33,123 $ 1,828,252 Liabilities Deferred revenue, current 4,000 6,088 10,088 Deferred revenue, noncurrent 12,707 22,821 35,528 Partners' Capital (1) 1,084,430 4,214 1,088,644 ________ (1) Includes common limited partner capital and general partner interests. Impact on financial statements The following tables summarize the impact of Topic 606 adoption on our unaudited condensed consolidated financial statements. Unaudited condensed consolidated balance sheet September 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Assets Accounts receivable $ 85,458 $ 76,656 $ 8,802 Other noncurrent assets 18,566 12,566 6,000 Property, plant and equipment, net 1,911,630 1,874,388 37,242 Liabilities Deferred revenue, current 11,152 4,071 7,081 Deferred revenue, noncurrent 39,624 10,065 29,559 Partners' Capital (1) 939,293 923,889 15,404 ________ (1) Includes common limited partner capital and general partner interests. Unaudited condensed consolidated statement of operations Three months ended September 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Revenues Gathering services and related fees $ 86,427 $ 83,351 $ 3,076 Costs and expenses Cost of natural gas and NGLs 26,879 30,307 (3,428 ) Depreciation and amortization 26,743 26,373 370 Nine months ended September 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Revenues Gathering services and related fees $ 260,373 $ 255,546 $ 4,827 Costs and expenses Cost of natural gas and NGLs 71,549 81,468 (9,919 ) Depreciation and amortization 80,204 79,219 985 Unaudited condensed consolidated statement of cash flows Nine months ended September 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Cash flows from operating activities: Net income (loss) $ 3,697 $ (10,064 ) $ 13,761 Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 79,752 78,767 985 Changes in operating assets and liabilities: Accounts receivable (11,557 ) (2,755 ) (8,802 ) Other, net (7,634 ) (1,634 ) (6,000 ) Deferred revenue, net 5,160 5,104 56 • ASU No. 2017-04 Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies the subsequent measurement of goodwill by, among other things, eliminating step two from the goodwill impairment test. ASU 2017-04 is effective for public companies for fiscal years beginning after December 15, 2019 and it specifies the amendments in ASU 2017-04 should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We adopted the provisions of ASU 2017-04 effective January 1, 2018. The adoption of this standard had no impact on our consolidated financial statements. Accounting Pronouncements Pending Adoption • ASU No. 2016-02 Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires that lessees recognize all leases on the balance sheet, with the exception of short-term leases. A lease liability will be recorded for the obligation of a lessee to make lease payments arising from a lease. A right-of-use asset will be recorded which represents the lessee’s right to use, or to control the use of, a specified asset for a lease term. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018, and requires the modified retrospective approach for transition. We are currently evaluating the provisions of ASU 2016-02 to determine its impact on our financial statements and related disclosures and will adopt its provisions effective January 1, 2019. We expect to utilize certain practical expedients including (i) not being required to reassess whether any expired or existing contracts are or contain leases; (ii) not being required to reassess the lease classification for any expired or existing leases (that is, all existing leases that were classified as operating leases in accordance with Topic 840 will be classified as operating leases, and all existing leases that were classified as capital leases in accordance with Topic 840 will be classified as finance leases); and (iii) not being required to reassess initial direct costs for any existing leases. • ASU No. 2018-01 Leases: Land Easement Practical Expedient for Transition to Topic 842 (“ASU 2018-01”). ASU 2018-01 provides an optional transition practical expedient to not evaluate existing or expired land easements that were not previously accounted for as leases under the current lease guidance in Topic 840. Upon adoption of Topic 842, an entity that elects this practical expedient should evaluate new or modified land easements under Topic 842 beginning at the date the entity adopts Topic 842. We expect to adopt the optional transition practical expedient of ASU 2018-01 effective January 1, 2019. • ASU No. 2018-13 Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 updates the disclosure requirements on fair value measurements including new disclosures for the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 modifies existing disclosures including clarifying the measurement uncertainty disclosure. ASU 2018-13 removes certain existing disclosure requirements including the amount and reasons for transfers between Level 1 and Level 2 fair value measurements and the policy for the timing of transfer between levels. We are currently evaluating the provisions of ASU 2018-13 to determine its impact on our financial statements and related disclosures and will adopt its provisions effective January 1, 2020. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
REVENUE | 3. REVENUE The majority of our revenue is derived from long-term, fee-based contracts with original terms of up to 25 years. We account for revenue in accordance with Topic 606, which we adopted on January 1, 2018, using the modified retrospective method. See Note 2 for further discussion of the adoption, including the impact on our unaudited condensed consolidated financial statements. We recognize revenue earned from fee-based gathering, treating and processing services in gathering services and related fees. We also earn revenue in the Williston Basin reporting segment from the sale of physical natural gas purchased from our customers under certain percent-of-proceeds arrangements. Under Topic 606, these gathering fee contracts are presented net within cost of natural gas and NGLs. We sell natural gas that we retain from certain DFW Midstream customers to offset the power expenses of the electric-driven compression on the DFW Midstream system. We also sell condensate retained from our gathering services at Grand River. Revenues from the sale of natural gas and condensate are recognized in natural gas, NGLs and condensate sales; the associated expense is included in operation and maintenance expense. Certain customers reimburse us for costs we incur on their behalf. We record costs incurred and reimbursed by our customers on a gross basis, with the revenue component recognized in other revenues. The transaction price in our contracts is primarily based on the volume of natural gas, crude oil or produced water transferred by our gathering systems to the customer’s agreed upon delivery point multiplied by the contractual rate. For contracts that include MVCs, variable consideration up to the MVC will be included in the transaction price. For contracts that do not include MVCs, we do not estimate variable consideration because the performance obligations are completed and settled on a daily basis. For contracts containing noncash consideration such as fuel received in-kind, we measure the transaction price at the point of sale when the volume, mix and market price of the commodities are known. We have contracts with MVCs that are variable and constrained. Contracts with MVCs are reviewed on a quarterly basis and adjustments to those estimates are made during each respective reporting period, if necessary. The transaction price is allocated if the contract contains more than one performance obligation such as contracts that include MVCs. The transaction price allocated is based on the MVC for the applicable measurement period. Performance obligations. The majority of our contracts have a single performance obligation which is either to provide gathering services (an integrated service) or sell natural gas, NGLs and condensate, which are both satisfied when the related natural gas, crude oil and produced water are received and transferred to an agreed upon delivery point. We also have certain contracts with multiple performance obligations. They include an option for the customer to acquire additional services such as contracts containing MVCs. These performance obligations would also be satisfied when the related natural gas, crude oil and produced water are received and transferred to an agreed upon delivery point. In these instances, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each service in the contract. Performance obligations for gathering services are generally satisfied over time. We utilize either an output method (i.e., measure of progress) for guaranteed, stand-ready service contracts or an asset / system delivery time estimate for non-guaranteed, as-available service contracts. Performance obligations for the sale of natural gas, NGLs and condensate are satisfied at a point in time. There are no significant judgments for these transactions because the customer obtains control based on an agreed upon delivery point. Certain of our gathering and/or processing agreements provide for monthly, annual or multi-year MVCs. Under these MVCs, our customers agree to ship and/or process a minimum volume of production on our gathering systems or to pay a minimum monetary amount over certain periods during the term of the MVC. A customer must make a shortfall payment to us at the end of the contracted measurement period if its actual throughput volumes are less than its MVC for that period. Certain customers are entitled to utilize shortfall payments to offset gathering fees in one or more subsequent contracted measurement periods to the extent that such customer's throughput volumes in a subsequent contracted measurement period exceed its MVC for that contracted measurement period. We recognize customer obligations under their MVCs as revenue and contract assets when (i) we consider it remote that the customer will utilize shortfall payments to offset gathering or processing fees in excess of its MVCs in subsequent periods; (ii) the customer incurs a shortfall in a contract with no banking mechanism or claw back provision; (iii) the customer’s banking mechanism has expired; or (iv) it is remote that the customer will use its unexercised right. Our services are typically billed on a monthly basis and we do not offer extended payment terms. We do not have contracts with financing components. The following table presents estimated revenue expected to be recognized during the remainder of 2018 and over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated MVC shortfall payments. We applied the practical expedient in paragraph 606-10-50-14 of Topic 606 for certain arrangements that we consider optional purchases (i.e., there is no enforceable obligation for the customer to make purchases) and those amounts are excluded from the table. 2018 2019 2020 2021 2022 Thereafter (In thousands) Gathering services and related fees $ 84,164 $ 127,743 $ 122,429 $ 102,777 $ 83,648 $ 174,825 Revenue by Category. In the following table, revenue is disaggregated by geographic area and major products and services. For more detailed information about reportable segments, see Note 4. Reportable Segments Three months ended September 30, 2018 Utica Shale Williston Basin Piceance / DJ Basins Barnett Shale Marcellus Shale Total reportable segments All other segments Total (In thousands) Major products/services lines Gathering services and related fees $ 7,974 $ 18,020 $ 36,743 $ 18,318 $ 7,150 $ 88,205 $ (1,778 ) $ 86,427 Natural gas, NGLs and condensate sales — 7,953 3,650 789 — 12,392 21,625 34,017 Other revenues — 3,037 2,072 1,913 — 7,022 13 7,035 Total $ 7,974 $ 29,010 $ 42,465 $ 21,020 $ 7,150 $ 107,619 $ 19,860 $ 127,479 Reportable Segments Nine months ended September 30, 2018 Utica Shale Williston Basin Piceance / DJ Basins Barnett Shale Marcellus Shale Total reportable segments All other segments Total (In thousands) Major products/services lines Gathering services and related fees $ 28,437 $ 58,792 $ 108,207 $ 46,035 $ 23,025 $ 264,496 $ (4,123 ) $ 260,373 Natural gas, NGLs and condensate sales — 23,149 12,650 1,715 — 37,514 54,511 92,025 Other revenues — 8,909 6,187 5,595 — 20,691 (107 ) 20,584 Total $ 28,437 $ 90,850 $ 127,044 $ 53,345 $ 23,025 $ 322,701 $ 50,281 $ 372,982 Contract balances. Contract assets relate to our rights to consideration for work completed but not billed at the reporting date and consist of the estimated MVC shortfall payments expected from our customers and unbilled activity associated with contributions in aid of construction. Contract assets are transferred to trade receivables when the rights become unconditional. The following table provides information about contract assets from contracts with customers: September 30, 2018 (In thousands) Contract assets, December 31, 2017 $ — Net impact of Topic 606 day 1 adoption 3,514 Additions 14,906 Transfers out (7,169 ) Contract assets, September 30, 2018 $ 11,251 As of September 30, 2018, receivables with customers totaled $70.8 million and contract assets totaled $11.3 million which were included in the accounts receivable caption on the unaudited condensed consolidated balance sheet. In addition, long-term contract assets of $6.0 million, which are excluded from the table above, were included in the other noncurrent assets caption on the unaudited condensed consolidated balance sheet. Contract liabilities (deferred revenue) relate to the advance consideration received from customers primarily for contributions in aid of construction. We recognize contract liabilities under these arrangements in revenue over the contract period. For the three and nine months ended September 30, 2018, we recognized $2.8 million and $7.8 million of gathering services and related fees which was included in the contract liability balance as of the beginning of the period. See Note 9 for additional details. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 4. SEGMENT INFORMATION As of September 30, 2018, our reportable segments are: • the Utica Shale, which is served by Summit Utica; • Ohio Gathering, which includes our ownership interest in OGC and OCC; • the Williston Basin, which is served by Polar and Divide, Tioga Midstream and Bison Midstream; • the Piceance/DJ Basins, which is served by Grand River and Niobrara G&P; • the Barnett Shale, which is served by DFW Midstream; and • the Marcellus Shale, which is served by Mountaineer Midstream. Each of our reportable segments provides midstream services in a specific geographic area. Our reportable segments reflect the way in which we internally report the financial information used to make decisions and allocate resources in connection with our operations. The Ohio Gathering reportable segment includes our investment in OGC and OCC (see Note 8). Income or loss from equity method investees, as reflected on the statements of operations, solely relates to Ohio Gathering and is recognized and disclosed on a one-month lag (see Note 8). No other line items in the statements of operations or cash flows, as disclosed in the tables below, include results for our investment in Ohio Gathering. Corporate and Other represents those results that are: (i) not specifically attributable to a reportable segment; (ii) not individually reportable; or (iii) not allocated to our reportable segments for the purpose of evaluating their performance, including certain general and administrative expense items, natural gas and crude oil marketing services, and transaction costs. Assets by reportable segment follow. September 30, 2018 December 31, 2017 (In thousands) Assets: Utica Shale $ 209,105 $ 212,311 Ohio Gathering 660,254 690,485 Williston Basin 529,370 512,860 Piceance/DJ Basins 839,166 798,722 Barnett Shale 380,161 383,306 Marcellus Shale 210,509 217,362 Total reportable segment assets 2,828,565 2,815,046 Corporate and Other 152,375 79,996 Eliminations (2,884 ) (249 ) Total assets $ 2,978,056 $ 2,894,793 Revenues by reportable segment follow. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Revenues (1): Utica Shale $ 7,974 $ 9,727 $ 28,437 $ 28,979 Williston Basin 29,010 27,821 90,850 123,820 Piceance/DJ Basins 42,465 53,875 127,044 122,446 Barnett Shale 21,020 16,694 53,345 55,340 Marcellus Shale 7,150 8,160 23,025 22,429 Total reportable segments revenue 107,619 116,277 322,701 353,014 Corporate and Other 23,636 11,816 57,234 14,964 Eliminations (3,776 ) (3,148 ) (6,953 ) (5,436 ) Total revenues $ 127,479 $ 124,945 $ 372,982 $ 362,542 (1) Excludes revenues earned by Ohio Gathering due to equity method accounting. Counterparties accounting for more than 10% of total revenues were as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Percentage of total revenues (1)(2): Counterparty A - Piceance/DJ Basins 11 % 17 % 11 % * Counterparty B - Barnett Shale 12 % * 10 % * Counterparty C - Williston Basin * * * 16 % (1) Includes recognition of revenue that was previously deferred in connection with minimum volume commitments. (2) Excludes revenues earned by Ohio Gathering due to equity method accounting. * Less than 10% Depreciation and amortization, including the amortization expense associated with our favorable and unfavorable gas gathering contracts as reported in other revenues, by reportable segment follows. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Depreciation and amortization (1): Utica Shale $ 1,887 $ 1,818 $ 5,773 $ 5,213 Williston Basin 5,672 8,405 16,903 25,171 Piceance/DJ Basins 12,512 12,199 37,517 36,635 Barnett Shale (2) 3,760 3,735 11,276 11,259 Marcellus Shale 2,273 2,268 6,819 6,794 Total reportable segment depreciation and amortization 26,104 28,425 78,288 85,072 Corporate and Other 488 352 1,464 660 Total depreciation and amortization $ 26,592 $ 28,777 $ 79,752 $ 85,732 (1) Excludes depreciation and amortization recognized by Ohio Gathering due to equity method accounting. (2) Includes the amortization expense associated with our favorable and unfavorable gas gathering contracts as reported in other revenues. Cash paid for capital expenditures by reportable segment follow. Nine months ended September 30, 2018 2017 (In thousands) Cash paid for capital expenditures (1): Utica Shale $ 3,922 $ 21,425 Williston Basin 18,463 13,735 Piceance/DJ Basins 44,166 17,902 Barnett Shale 914 119 Marcellus Shale 557 628 Total reportable segment capital expenditures 68,022 53,809 Corporate and Other 69,011 32,397 Total cash paid for capital expenditures $ 137,033 $ 86,206 (1) Excludes cash paid for capital expenditures by Ohio Gathering due to equity method accounting. During the nine months ended September 30, 2018, Corporate included cash paid of $2.1 million for corporate purposes; the remainder represents capital expenditures for Summit Permian. We assess the performance of our reportable segments based on segment adjusted EBITDA. For the purpose of evaluating segment performance, we exclude the effect of Corporate and Other revenues and expenses, such as certain general and administrative expenses (including compensation-related expenses and professional services fees), natural gas and crude oil marketing services, transaction costs, interest expense, change in the Deferred Purchase Price Obligation fair value, early extinguishment of debt expense and income tax expense or benefit from segment adjusted EBITDA. Segment adjusted EBITDA by reportable segment follows. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Reportable segment adjusted EBITDA Utica Shale $ 6,521 $ 8,412 $ 24,459 $ 25,857 Ohio Gathering 10,171 10,522 29,583 29,201 Williston Basin 19,849 16,212 54,849 51,176 Piceance/DJ Basins 29,831 30,008 86,739 86,256 Barnett Shale 10,818 10,838 31,770 35,924 Marcellus Shale 5,550 6,682 18,769 17,775 Total of reportable segments' measures of profit $ 82,740 $ 82,674 $ 246,169 $ 246,189 A reconciliation of income or loss before income taxes and income or loss from equity method investees to total of reportable segments' measures of profit or loss follows. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Reconciliation of income before income taxes and (loss) income from equity method investees to total of reportable segments' measures of profit: Income before income taxes and (loss) income from equity method investees $ 58,589 $ 93,463 $ 7,488 $ 108,408 Add: Corporate and Other 9,324 9,197 28,949 28,725 Interest expense 14,862 17,614 44,821 51,883 Early extinguishment of debt — — — 22,020 Deferred Purchase Price Obligation (37,204 ) (70,499 ) 53,759 (54,674 ) Depreciation and amortization 26,592 28,777 79,752 85,732 Proportional adjusted EBITDA for equity method investees 10,171 10,522 29,583 29,201 Adjustments related to MVC shortfall payments (2,999 ) (10,124 ) (6,541 ) (33,186 ) Adjustments related to capital reimbursement activity (106 ) — 49 — Unit-based and noncash compensation 1,965 1,974 6,188 5,973 Loss (gain) on asset sales, net 6 460 (6 ) 530 Long-lived asset impairment 1,540 1,290 2,127 1,577 Total of reportable segments' measures of profit $ 82,740 $ 82,674 $ 246,169 $ 246,189 For the three and nine months ended September 30, 2017, we included adjustments related to MVC shortfall payments in our calculation of segment adjusted EBITDA to account for (i) the net increases or decreases in deferred revenue for MVC shortfall payments and (ii) our inclusion of expected annual or multi-year MVC shortfall payments. With respect to the impact of a net change in deferred revenue for MVC shortfall payments, we treated increases in deferred revenue balances as a favorable adjustment to segment adjusted EBITDA, while decreases in deferred revenue balances were treated as an unfavorable adjustment to segment adjusted EBITDA. We also included a proportional amount of any historical and expected MVC shortfall payments in each quarter prior to the quarter in which we actually recognized the shortfall payment. For the three and nine months ended September 30, 2018, in accordance with Topic 606, adjustments related to MVC shortfall payments are recognized in gathering services and related fees (see Note 3). In accordance with Topic 606, contributions in aid of construction are recognized over the remaining term of the respective contract. We include adjustments related to capital reimbursement activity in our calculation of segment adjusted EBITDA to account for revenue recognized from contributions in aid of construction. Adjustments related to MVC shortfall payments by reportable segment follow. Three months ended September 30, 2018 Williston Basin Piceance/DJ Basins Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ — $ — $ — $ — Expected MVC shortfall adjustments 2,032 — (5,031 ) (2,999 ) Total adjustments related to MVC shortfall payments $ 2,032 $ — $ (5,031 ) $ (2,999 ) Three months ended September 30, 2017 Williston Basin Piceance/DJ Basins Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ — $ — $ — $ — Expected MVC shortfall adjustments 1,982 (12,200 ) 94 (10,124 ) Total adjustments related to MVC shortfall payments $ 1,982 $ (12,200 ) $ 94 $ (10,124 ) Nine months ended September 30, 2018 Williston Basin Piceance/DJ Basins Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ — $ — $ — $ — Expected MVC shortfall adjustments (1,354 ) (93 ) (5,094 ) (6,541 ) Total adjustments related to MVC shortfall payments $ (1,354 ) $ (93 ) $ (5,094 ) $ (6,541 ) Nine months ended September 30, 2017 Williston Basin Piceance/DJ Basins Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ (37,693 ) $ (1,978 ) $ — $ (39,671 ) Expected MVC shortfall adjustments 5,946 867 (328 ) 6,485 Total adjustments related to MVC shortfall payments $ (31,747 ) $ (1,111 ) $ (328 ) $ (33,186 ) |
PROPERTY, PLANT, AND EQUIPMENT,
PROPERTY, PLANT, AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | 5. PROPERTY, PLANT AND EQUIPMENT, NET Details on property, plant and equipment follow. September 30, 2018 December 31, 2017 (In thousands) Gathering and processing systems and related equipment $ 2,031,540 $ 1,973,722 Construction in progress 194,472 78,850 Land and line fill 11,747 11,735 Other 42,286 40,262 Total 2,280,045 2,104,569 Less accumulated depreciation 368,415 309,440 Property, plant and equipment, net $ 1,911,630 $ 1,795,129 Depreciation expense and capitalized interest follow. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Depreciation expense $ 18,567 $ 18,837 $ 55,781 $ 55,935 Capitalized interest 2,451 644 5,536 1,562 |
AMORTIZING INTANGIBLE ASSETS AN
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT | 6. AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT Details regarding our intangible assets and the unfavorable gas gathering contract (included in other noncurrent liabilities), all of which are subject to amortization, follow. September 30, 2018 Gross carrying amount Accumulated amortization Net (In thousands) Favorable gas gathering contracts $ 24,195 $ (13,517 ) $ 10,678 Contract intangibles 278,448 (137,426 ) 141,022 Rights-of-way 165,445 (35,938 ) 129,507 Total intangible assets $ 468,088 $ (186,881 ) $ 281,207 Unfavorable gas gathering contract $ 10,962 $ (10,692 ) $ 270 December 31, 2017 Gross carrying amount Accumulated amortization Net (In thousands) Favorable gas gathering contracts $ 24,195 $ (12,350 ) $ 11,845 Contract intangibles 278,448 (117,821 ) 160,627 Rights-of-way 159,986 (31,113 ) 128,873 Total intangible assets $ 462,629 $ (161,284 ) $ 301,345 Unfavorable gas gathering contract $ 10,962 $ (9,074 ) $ 1,888 We recognized amortization expense in other revenues as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Amortization expense – favorable gas gathering contracts $ (389 ) $ (390 ) $ (1,166 ) $ (1,167 ) Amortization expense – unfavorable gas gathering contract 540 540 1,618 1,619 We recognized amortization expense in costs and expenses as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Amortization expense – contract intangibles $ 6,535 $ 8,550 $ 19,605 $ 25,652 Amortization expense – rights-of-way 1,641 1,540 4,818 4,597 The estimated aggregate annual amortization expected to be recognized for the remainder of 2018 and each of the four succeeding fiscal years follows. Intangible assets Unfavorable gas gathering contract (In thousands) 2018 $ 8,562 $ 270 2019 33,321 — 2020 33,145 — 2021 29,453 — 2022 26,386 — |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL | 7. GOODWILL We evaluate goodwill for impairment annually on September 30. We also evaluate goodwill whenever events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. We test goodwill for impairment by comparing the fair value of the reporting unit to its carrying value, including goodwill. If the reporting unit’s fair value exceeds its carrying value, including goodwill, we conclude that the goodwill of the reporting unit has not been impaired and no further work is performed. If we determine that the reporting unit’s carrying value, including goodwill, exceeds its fair value, we recognize the excess of the carrying value over the fair value as a goodwill impairment loss. We performed our annual goodwill impairment testing for the Mountaineer Midstream reporting unit as of September 30, 2018, using a combination of the income and market approaches. We determined that the fair value of the Mountaineer Midstream reporting unit substantially exceeded its carrying value, including goodwill; as such, there have been no impairments of goodwill during the nine months ended September 30, 2018. Fair Value Measurement. Our impairment determinations, in the context of (i) our annual impairment evaluations and (ii) our other-than-annual impairment evaluations involved significant assumptions and judgments, as discussed in the 2017 Annual Report. Differing assumptions regarding any of these inputs could have a significant effect on the various valuations. As such, the fair value measurements utilized within these models are classified as non-recurring Level 3 measurements in the fair value hierarchy because they are not observable from objective sources. Due to the volatility of the inputs used, we cannot predict the likelihood of any future impairment. |
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments And Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | 8. EQUITY METHOD INVESTMENTS Ohio Gathering owns, operates and is currently developing midstream infrastructure consisting of a liquids-rich natural gas gathering system, a dry natural gas gathering system and a condensate stabilization facility in the Utica Shale in southeastern Ohio. Ohio Gathering provides gathering services pursuant to primarily long-term, fee-based gathering agreements, which include acreage dedications. In September 2018, an impairment loss was recognized by Ohio Gathering. Although we recognize activity for Ohio Gathering on a one-month lag, we recorded the impairment loss in our results of operations for the third quarter of 2018 because the information was available to us. We recorded our 40% share of the impairment loss, or $1.8 million, in September 2018 in loss from equity method investees in the unaudited condensed consolidated statements of operations. A reconciliation of our Investment in equity method investees, September 30, 2018 $ 660,254 September cash distributions 2,912 Impairment loss 1,837 Basis difference (120,170 ) Investment in equity method investees, net of basis difference, August 31, 2018 $ 544,833 For the three and nine months ended September 30, 2018, there were no contributions to Ohio Gathering. Summarized statements of operations information for OGC and OCC follow (amounts represent 100% of investee financial information). Results include gross asset impairments of $4.6 million and $16.9 million for the three and nine months ending September 30, 2018 and $8.7 million for the three and nine months ending September 30, 2017. Three months ended August 31, 2018 Three months ended August 31, 2017 OGC OCC OGC OCC (In thousands) Total revenues $ 37,180 $ 2,465 $ 35,144 $ 1,814 Total operating expenses 31,751 2,323 25,720 1,877 Net income (loss) 5,429 (5 ) 9,424 (204 ) Nine months ended August 31, 2018 Nine months ended August 31, 2017 OGC OCC OGC OCC (In thousands) Total revenues $ 106,263 $ 7,024 $ 103,302 $ 5,871 Total operating expenses 94,044 6,422 86,046 6,186 Net income (loss) 12,213 116 17,258 (1,396 ) |
DEFERRED REVENUE
DEFERRED REVENUE | 9 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
DEFERRED REVENUE | 9. DEFERRED REVENUE A rollforward of current deferred revenue follows. Utica Shale Williston Basin Piceance/DJ Basins Barnett Shale Marcellus Shale Total current (In thousands) Current deferred revenue, December 31, 2017, as reported $ — $ — $ 4,000 $ — $ — $ 4,000 Net impact of Topic 606 day 1 adoption 18 1,017 3,396 1,619 38 6,088 Current deferred revenue, January 1, 2018 18 1,017 7,396 1,619 38 10,088 Additions 14 1,367 16,846 1,236 63 19,526 Less revenue recognized 14 985 16,186 1,214 63 18,462 Current deferred revenue, September 30, 2018 $ 18 $ 1,399 $ 8,056 $ 1,641 $ 38 $ 11,152 A rollforward of noncurrent deferred revenue follows. Utica Shale Williston Basin Piceance/DJ Basins Barnett Shale Marcellus Shale Total noncurrent (In thousands) Noncurrent deferred revenue, December 31, 2017, as reported $ — $ — $ 12,707 $ — $ — $ 12,707 Net impact of Topic 606 day 1 adoption 39 4,215 10,017 8,217 333 22,821 Noncurrent deferred revenue, January 1, 2018 39 4,215 22,724 8,217 333 35,528 Additions — 1,851 9,014 2,323 — 13,188 Less reclassification to current deferred revenue 14 1,296 6,483 1,236 63 9,092 Noncurrent deferred revenue, September 30, 2018 $ 25 $ 4,770 $ 25,255 $ 9,304 $ 270 $ 39,624 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | 10. DEBT Debt consisted of the following: September 30, 2018 December 31, 2017 (In thousands) Summit Holdings' variable rate senior secured Revolving Credit Facility (4.50% at September 30, 2018 and 4.07% at December 31, 2017) due May 2022 $ 384,000 $ 261,000 Summit Holdings' 5.5% senior unsecured notes due August 2022 300,000 300,000 Less unamortized debt issuance costs (1) (2,530 ) (2,910 ) Summit Holdings' 5.75% senior unsecured notes due April 2025 500,000 500,000 Less unamortized debt issuance costs (1) (6,157 ) (6,898 ) Total long-term debt $ 1,175,313 $ 1,051,192 (1) Issuance costs are being amortized over the life of the notes. Revolving Credit Facility. Summit Holdings has a senior secured revolving credit facility that allows for revolving loans, letters of credit and swing line loans. The Revolving Credit Facility has a $1.25 billion borrowing capacity, matures in May 2022, and includes a $250.0 million accordion feature. Bison Midstream and its subsidiaries, Grand River and its subsidiary, DFW Midstream, Summit Marketing, Summit Permian, Permian Finance, Summit Niobrara, OpCo, Summit Utica, Meadowlark Midstream, Tioga Midstream and SMLP fully and unconditionally and jointly and severally guarantee, and pledge substantially all of their assets in support of, the indebtedness outstanding under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility bear interest, at the election of Summit Holdings, at a rate based on the alternate base rate (as defined in the credit agreement) plus an applicable margin ranging from 0.75% to 1.75% or the adjusted Eurodollar rate (as defined in the credit agreement) plus an applicable margin ranging from 1.75% to 2.75%, with the commitment fee ranging from 0.30% to 0.50% in each case based on our relative leverage at the time of determination. At September 30, 2018, the applicable margin under LIBOR borrowings was 2.25% and the interest rate was 4.50%. The unused portion of the Revolving Credit Facility totaled $866.0 million (subject to a commitment fee of 0.375%). As of September 30, 2018, we had As of and during the nine months ended September 30, 2018, we were in compliance with the Revolving Credit Facility's covenants. There were Senior Notes. In July 2014, Summit Holdings and its 100 owned finance subsidiary, Finance Corp. (together with Summit Holdings, the "Co-Issuers") co-issued $300.0 million of 5.5 senior unsecured notes maturing August 15, 2022 (the "5.5% Senior Notes" and, together with the 5.75 Senior Notes (defined below, the “Senior Notes”). In February 2017, the Co-Issuers completed a public offering of Bison Midstream and its subsidiaries, Grand River and its subsidiary, DFW Midstream, Summit Marketing, Summit Permian, Permian Finance and Summit Niobrara (collectively the "Guarantor Subsidiaries") and SMLP fully and unconditionally and jointly and severally guarantee the 5.5% Senior Notes and the 5.75% Senior Notes. The Senior Notes are not guaranteed by OpCo, Summit Utica, Meadowlark Midstream and Tioga Midstream (collectively, the "Non-Guarantor Subsidiaries"). There are no significant restrictions on the ability of SMLP or Summit Holdings to obtain funds from its subsidiaries by dividend or loan. Finance Corp. has had no assets or operations since inception in 2013. At no time have the Senior Notes been guaranteed by the Co-Issuers. As of and during the nine months ended September 30, 2018, we were in compliance with the covenants governing our Senior Notes. There were no defaults or events of default during the nine months ended September 30, 2018. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | 11. FINANCIAL INSTRUMENTS Concentrations of Credit Risk. Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. We maintain our cash and cash equivalents in bank deposit accounts that frequently exceed federally insured limits. We have not experienced any losses in such accounts and do not believe we are exposed to any significant risk. Accounts receivable primarily comprise amounts due for the gathering, treating and processing services we provide to our customers and also the sale of natural gas liquids resulting from our processing services. This industry concentration has the potential to impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic, industry or other conditions. We monitor the creditworthiness of our counterparties and can require letters of credit for receivables from counterparties that are judged to have substandard credit, unless the credit risk can otherwise be mitigated. Our top Fair Value. The carrying amount of cash and cash equivalents, accounts receivable and trade accounts payable reported on the balance sheet approximates fair value due to their short-term maturities. The Deferred Purchase Price Obligation's carrying value is its fair value because carrying value represents the present value of the payment expected to be made in 2020. Our calculation of the Deferred Purchase Price Obligation involves significant assumptions and judgments. Differing assumptions regarding any of these inputs could have a material effect on the ultimate cash payment and the Deferred Purchase Price Obligation. As such, its fair value measurement is classified as a recurring Level 3 measurement in the fair value hierarchy because our assumptions and judgments are not observable from objective sources (see Note 17). The Deferred Purchase Price Obligation represents our only Level 3 financial instrument fair value measurement. A rollforward of our Level 3 liability measured at fair value on a recurring basis follows (in thousands). Level 3 liability, January 1, 2018 $ 362,959 Change in fair value 53,759 Level 3 liability, September 30, 2018 $ 416,718 A summary of the estimated fair value of our debt financial instruments follows. September 30, 2018 December 31, 2017 Carrying value Estimated fair value (Level 2) Carrying value Estimated fair value (Level 2) (In thousands) Summit Holdings 5.5% Senior Notes ($300.0 million principal) $ 297,470 $ 300,000 $ 297,090 $ 301,750 Summit Holdings 5.75% Senior Notes ($500.0 million principal) 493,843 481,250 493,102 501,667 The carrying value on the balance sheet of the Revolving Credit Facility is its fair value due to its floating interest rate. The fair value for the Senior Notes is based on an average of nonbinding broker quotes as of September 30, 2018 and December 31, 2017. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value of the Senior Notes. |
PARTNERS' CAPITAL
PARTNERS' CAPITAL | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
PARTNERS' CAPITAL | 12. PARTNERS' CAPITAL A rollforward of the number of common limited partner and General Partner units follows. Limited partners Series A Preferred Units Common General Partner Units, January 1, 2018 300,000 73,085,996 1,490,999 Net units issued under the SMLP LTIP — 269,779 — Units, September 30, 2018 300,000 73,355,775 1,490,999 At-the-market Program. In 2017, we executed a new equity distribution agreement and filed a prospectus and a prospectus supplement with the SEC for the issuance and sale from time to time of SMLP common units having an aggregate offering price of up to $150.0 million (the "ATM Program"). These sales will be made (i) pursuant to the terms of the equity distribution agreement between us and the sales agents named therein and (ii) by means of ordinary brokers' transactions at market prices, in block transactions or as otherwise agreed between us and the sales agents. Sales of our common units may be made in negotiated transactions or transactions that are deemed to be at-the-market offerings as defined by SEC rules During the three and nine months ended September 30, 2018, there were no Series A Preferred Units. In 2017, we issued 300,000 Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Series A Preferred Units”) representing limited partner interests in the Partnership at a price to the public of $1,000 per unit as described in the 2017 Annual Report. Noncontrolling Interest. We have recorded Summit Investments' indirect retained ownership interest in OpCo and its subsidiaries as a noncontrolling interest in the unaudited condensed consolidated financial statements. Cash Distributions Paid and Declared. We paid the following per-unit distributions during the three and nine months ended September 30: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Per-unit distributions to unitholders $ 0.575 $ 0.575 $ 1.725 $ 1.725 On October 25, 2018, the Board of Directors of our General Partner declared a distribution of $0.575 Incentive Distribution Rights. Our general partner also currently holds IDRs that entitle it to receive increasing percentage allocations, up to a maximum of 50 $0.46 per unit per quarter. Our payment of IDRs as reported in distributions to unitholders – general partner in the statement of partners' capital during the three and nine months ended September 30 follow. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) IDR payments $ 2,136 $ 2,127 $ 6,400 $ 6,333 For the purposes of calculating net income attributable to General Partner in the statements of operations and partners' capital, the financial impact of IDRs is recognized in respect of the quarter for which the distributions were declared. For the purposes of calculating distributions to unitholders in the statements of partners' capital and cash flows, IDR payments are recognized in the quarter in which they are paid. |
EARNINGS PER UNIT
EARNINGS PER UNIT | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER UNIT | 13. EARNINGS PER UNIT The following table details the components of EPU. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands, except per-unit amounts) Numerator for basic and diluted EPU: Allocation of net income (loss) among limited partner interests: Net income (loss) attributable to limited partners $ 54,151 $ 89,547 $ (2,948 ) $ 95,576 Less net income attributable to Series A Preferred Units 7,125 — 21,375 — Net income (loss) attributable to common limited partners $ 47,026 $ 89,547 $ (24,323 ) $ 95,576 Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 73,356 73,059 73,283 72,583 Effect of nonvested phantom units 400 374 — 318 Weighted-average common units outstanding – diluted 73,756 73,433 73,283 72,901 Earnings (loss) per limited partner unit: Common unit – basic $ 0.64 $ 1.23 $ (0.33 ) $ 1.32 Common unit – diluted $ 0.64 $ 1.22 $ (0.33 ) $ 1.31 Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 1 — 2 55 |
UNIT-BASED AND NONCASH COMPENSA
UNIT-BASED AND NONCASH COMPENSATION | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
UNIT-BASED AND NONCASH COMPENSATION | 14. UNIT-BASED AND NONCASH COMPENSATION SMLP Long-Term Incentive Plan. The SMLP LTIP provides for equity awards to eligible officers, employees, consultants and directors of our General Partner and its affiliates. Items to note: • In March 2018, we granted 515,358 phantom units and associated distribution equivalent rights to employees in connection with our annual incentive compensation award cycle. These awards had a grant date fair value of $15.25 and vest ratably over a three-year • Also in March 2018, 328,388 phantom units vested. • As of September 30, 2018, approximately 3.2 common units remained available for future issuance under the SMLP LTIP. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | 15. RELATED-PARTY TRANSACTIONS Acquisitions. See Notes 11 and 16 of the 2017 Annual Report. Reimbursement of Expenses from General Partner. Our General Partner and its affiliates do not receive a management fee or other compensation in connection with the management of our business, but will be reimbursed for expenses incurred on our behalf. Under our Partnership Agreement, we reimburse our General Partner and its affiliates for certain expenses incurred on our behalf, including, without limitation, salary, bonus, incentive compensation and other amounts paid to our General Partner's employees and executive officers who perform services necessary to run our business. Our Partnership Agreement provides that our General Partner will determine in good faith the expenses that are allocable to us. The "Due to affiliate" line item on the consolidated balance sheet represents the payables to our General Partner for expenses incurred by it and paid on our behalf. Expenses incurred by the General Partner and reimbursed by us under our Partnership Agreement were as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Operation and maintenance expense $ 7,161 $ 6,792 $ 21,898 $ 20,404 General and administrative expense 7,220 6,840 22,818 23,030 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Operating Leases. We and Summit Investments lease certain office space and equipment to support our operations. We have determined that our leases are operating leases. We recognize total rent expense incurred or allocated to us in general and administrative expenses. Rent expense related to operating leases, including rent expense incurred on our behalf and allocated to us, was as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Rent expense $ 957 $ 1,009 $ 2,935 $ 2,811 Environmental Matters. Although we believe that we are in material compliance with applicable environmental regulations, the risk of environmental remediation costs and liabilities are inherent in pipeline ownership and operation. Furthermore, we can provide no assurances that significant environmental remediation costs and liabilities will not be incurred by the Partnership in the future. We are currently not aware of any material contingent liabilities that exist with respect to environmental matters, except as noted below. As described in the 2017 Annual Report, in 2015, Summit Investments learned of the rupture of a four-inch produced water gathering pipeline on the Meadowlark Midstream system near Williston, North Dakota. The incident, which was covered by Summit Investments' insurance policies, was subject to maximum coverage of A rollforward of the aggregate accrued environmental remediation liabilities follows. Total (In thousands) Accrued environmental remediation, January 1, 2018 $ 5,344 Payments made (3,060 ) Additional accruals 1,600 Accrued environmental remediation, September 30, 2018 $ 3,884 As of September 30, 2018, we have recognized (i) a current liability for remediation effort expenditures expected to be incurred within the next 12 months and (ii) a noncurrent liability for estimated remediation expenditures and fines expected to be incurred subsequent to September 30, 2019. Each of these amounts represent our best estimate for costs expected to be incurred. Neither of these amounts has been discounted to its present value. Legal Proceedings. The Partnership is involved in various litigation and administrative proceedings arising in the normal course of business. In the opinion of management, any liabilities that may result from these claims or those arising in the normal course of business would not individually or in the aggregate have a material adverse effect on the Partnership's financial position or results of operations. As described in the 2017 Annual Report, in 2015 and 2016, the U.S. Department of Justice (“DOJ”) issued grand jury subpoenas to Summit Investments, the Partnership, our General Partner and Meadowlark Midstream requesting certain materials related to the incident. SMLP has continued to exchange information with the DOJ and is cooperating with the investigation. While we cannot predict the ultimate outcome of this matter with certainty for Summit Investments or Meadowlark Midstream, especially as it relates to any material liability as a result of any governmental proceeding related to the incident, we believe at this time that it is unlikely that SMLP or its General Partner will be subject to any material liability as a result of any governmental proceeding related to the rupture. |
ACQUISITIONS AND DROP DOWN TRAN
ACQUISITIONS AND DROP DOWN TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DROP DOWN TRANSACTIONS | 17. ACQUISITIONS AND DROP DOWN TRANSACTIONS 2016 Drop Down. In 2016, SMLP acquired a controlling interest in OpCo, the entity which owns the 2016 Drop Down Assets. These assets include certain natural gas, crude oil and produced water gathering systems located in the Utica Shale, the Williston Basin and the DJ Basin, as well as ownership interests in a natural gas gathering system and a condensate stabilization facility, both located in the Utica Shale. The net consideration paid and recognized in connection with the 2016 Drop Down (i) consisted of a cash payment to SMP Holdings of The present value of the Deferred Purchase Price Obligation is reflected as a liability on our balance sheet until paid. As of September 30, 2018, Remaining Consideration was estimated to be $470.9 million We currently expect that the Deferred Purchase Price Obligation will be financed with a combination of (i) net proceeds from the issuance of equity securities by us, (ii) the net proceeds from the issuance of senior unsecured debt by us, (iii) borrowings under our Revolving Credit Facility and/or (iv) other internally generated sources of cash. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by SMLP and the Guarantor Subsidiaries (see Note 10). The following supplemental condensed consolidating financial information reflects SMLP's separate accounts, the combined accounts of the Co-Issuers, the combined accounts of the Guarantor Subsidiaries, the combined accounts of the Non-Guarantor Subsidiaries and the consolidating adjustments for the dates and periods indicated. For purposes of the following consolidating information each of SMLP and the Co-Issuers account for their subsidiary investments, if any, under the equity method of accounting. Condensed Consolidating Balance Sheets. Balance sheets as of September 30, 2018 and December 31, 2017 follow. September 30, 2018 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Assets Cash and cash equivalents $ 29 $ 3 $ 330 $ 8 $ — $ 370 Accounts receivable 22 — 74,766 10,670 — 85,458 Other current assets 843 — 2,922 595 — 4,360 Due from affiliate — — 513,867 68,121 (581,988 ) — Total current assets 894 3 591,885 79,394 (581,988 ) 90,188 Property, plant and equipment, net 5,134 — 1,563,950 342,546 — 1,911,630 Intangible assets, net — — 255,317 25,890 — 281,207 Goodwill — — 16,211 — — 16,211 Investment in equity method investees — — — 660,254 — 660,254 Other noncurrent assets 3,320 9,184 6,062 — — 18,566 Investment in subsidiaries 2,082,686 3,432,198 — — (5,514,884 ) — Total assets $ 2,092,034 $ 3,441,385 $ 2,433,425 $ 1,108,084 $ (6,096,872 ) $ 2,978,056 Liabilities and Partners' Capital Trade accounts payable $ 219 $ — $ 18,523 $ 3,827 $ — $ 22,569 Accrued expenses 725 — 16,051 1,571 — 18,347 Due to affiliate 413,900 168,101 — — (581,988 ) 13 Deferred revenue — — 10,716 436 — 11,152 Ad valorem taxes payable 14 — 7,802 407 — 8,223 Accrued interest — 15,285 — — — 15,285 Accrued environmental remediation — — — 2,702 — 2,702 Other current liabilities 5,386 — 4,488 514 — 10,388 Total current liabilities 420,244 183,386 57,580 9,457 (581,988 ) 88,679 Long-term debt — 1,175,313 — — — 1,175,313 Deferred Purchase Price Obligation 416,718 — — — — 416,718 Noncurrent deferred revenue — — 37,802 1,822 — 39,624 Noncurrent accrued environmental remediation — — — 1,182 — 1,182 Other noncurrent liabilities 4,057 — 1,437 31 — 5,525 Total liabilities 841,019 1,358,699 96,819 12,492 (581,988 ) 1,727,041 Total partners' capital 1,251,015 2,082,686 2,336,606 1,095,592 (5,514,884 ) 1,251,015 Total liabilities and partners' capital $ 2,092,034 $ 3,441,385 $ 2,433,425 $ 1,108,084 $ (6,096,872 ) $ 2,978,056 December 31, 2017 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Assets Cash and cash equivalents $ 126 $ 75 $ 1,138 $ 91 $ — $ 1,430 Accounts receivable 22 — 65,842 6,437 — 72,301 Other current assets 1,188 — 2,697 442 — 4,327 Due from affiliate — — 493,067 22,030 (515,097 ) — Total current assets 1,336 75 562,744 29,000 (515,097 ) 78,058 Property, plant and equipment, net 4,206 — 1,442,333 348,590 — 1,795,129 Intangible assets, net — — 278,958 22,387 — 301,345 Goodwill — — 16,211 — — 16,211 Investment in equity method investees — — — 690,485 — 690,485 Other noncurrent assets 2,547 10,913 105 — — 13,565 Investment in subsidiaries 2,019,700 3,324,464 — — (5,344,164 ) — Total assets $ 2,027,789 $ 3,335,452 $ 2,300,351 $ 1,090,462 $ (5,859,261 ) $ 2,894,793 Liabilities and Partners' Capital Trade accounts payable $ 209 $ — $ 11,283 $ 4,883 $ — $ 16,375 Accrued expenses 928 — 10,592 979 — 12,499 Due to affiliate 263,935 252,250 — — (515,097 ) 1,088 Deferred revenue — — 4,000 — — 4,000 Ad valorem taxes payable — — 7,809 520 — 8,329 Accrued interest — 12,310 — — — 12,310 Accrued environmental remediation — — — 3,130 — 3,130 Other current liabilities 6,395 — 4,385 478 — 11,258 Total current liabilities 271,467 264,560 38,069 9,990 (515,097 ) 68,989 Long-term debt — 1,051,192 — — — 1,051,192 Deferred Purchase Price Obligation 362,959 — — — — 362,959 Deferred revenue — — 12,707 — — 12,707 Noncurrent accrued environmental remediation — — — 2,214 — 2,214 Other noncurrent liabilities 3,694 — 3,293 76 — 7,063 Total liabilities 638,120 1,315,752 54,069 12,280 (515,097 ) 1,505,124 Total partners' capital 1,389,669 2,019,700 2,246,282 1,078,182 (5,344,164 ) 1,389,669 Total liabilities and partners' capital $ 2,027,789 $ 3,335,452 $ 2,300,351 $ 1,090,462 $ (5,859,261 ) $ 2,894,793 Condensed Consolidating Statements of Operations. For the purposes of the following condensed consolidating statements of operations, we allocate general and administrative expenses recognized at the SMLP parent to the Guarantor Subsidiaries and Non-Guarantor Subsidiaries to reflect what those entities' results would have been had they operated on a stand-alone basis. Statements of operations for the three and nine months ended September 30, 2018 and 2017 follow. Three months ended September 30, 2018 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 73,014 $ 13,413 $ — $ 86,427 Natural gas, NGLs and condensate sales — — 34,017 — — 34,017 Other revenues — — 6,806 229 — 7,035 Total revenues — — 113,837 13,642 — 127,479 Costs and expenses: Cost of natural gas and NGLs — — 26,879 — — 26,879 Operation and maintenance — — 21,721 2,661 — 24,382 General and administrative — — 10,535 1,205 — 11,740 Depreciation and amortization 429 — 22,863 3,451 — 26,743 Loss on asset sales, net — — 1 5 — 6 Long-lived asset impairment — — 275 1,265 — 1,540 Total costs and expenses 429 — 82,274 8,587 — 91,290 Other income 58 — — — — 58 Interest expense — (14,862 ) — — — (14,862 ) Deferred Purchase Price Obligation 37,204 — — — — 37,204 Income (loss) before income taxes and loss from equity method investees 36,833 (14,862 ) 31,563 5,055 — 58,589 Income tax benefit 35 — — — — 35 Loss from equity method investees — — — (1,169 ) — (1,169 ) Equity in earnings of consolidated subsidiaries 20,587 35,449 — — (56,036 ) — Net income $ 57,455 $ 20,587 $ 31,563 $ 3,886 $ (56,036 ) $ 57,455 Three months ended September 30, 2017 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 82,152 $ 13,918 $ — $ 96,070 Natural gas, NGLs and condensate sales — — 22,940 — — 22,940 Other revenues — — 5,877 58 — 5,935 Total revenues — — 110,969 13,976 — 124,945 Costs and expenses: Cost of natural gas and NGLs — — 18,177 — — 18,177 Operation and maintenance — — 20,217 2,086 — 22,303 General and administrative — — 11,919 1,370 — 13,289 Depreciation and amortization 352 — 25,247 3,328 — 28,927 Transaction costs — — — — — — (Gain) loss on asset sales, net — — (82 ) 542 — 460 Long-lived asset impairment — — 696 594 — 1,290 Total costs and expenses 352 — 76,174 7,920 — 84,446 Other income 79 — — — — 79 Interest expense — (17,614 ) — — — (17,614 ) Deferred Purchase Price Obligation 70,499 — — — — 70,499 Income (loss) before income taxes and income from equity method investees 70,226 (17,614 ) 34,795 6,056 — 93,463 Income tax expense (176 ) — — — — (176 ) Income from equity method investees — — — 350 — 350 Equity in earnings of consolidated subsidiaries 23,587 41,201 — — (64,788 ) — Net income $ 93,637 $ 23,587 $ 34,795 $ 6,406 $ (64,788 ) $ 93,637 Nine months ended September 30, 2018 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 216,371 $ 44,002 $ — $ 260,373 Natural gas, NGLs and condensate sales — — 92,025 — — 92,025 Other revenues — — 20,042 542 — 20,584 Total revenues — — 328,438 44,544 — 372,982 Costs and expenses: Cost of natural gas and NGLs — — 71,549 — — 71,549 Operation and maintenance — — 66,095 7,357 — 73,452 General and administrative — — 34,786 4,880 — 39,666 Depreciation and amortization 1,305 — 68,500 10,399 — 80,204 (Gain) loss on asset sales, net — — (74 ) 68 — (6 ) Long-lived asset impairment — — 862 1,265 — 2,127 Total costs and expenses 1,305 — 241,718 23,969 — 266,992 Other income 78 — — — — 78 Interest expense — (44,821 ) — — — (44,821 ) Deferred Purchase Price Obligation (53,759 ) — — — — (53,759 ) (Loss) income before income taxes and loss from equity method investees (54,986 ) (44,821 ) 86,720 20,575 — 7,488 Income tax expense (88 ) — — — — (88 ) Loss from equity method investees — — — (3,703 ) — (3,703 ) Equity in earnings of consolidated subsidiaries 58,771 103,592 — — (162,363 ) — Net income $ 3,697 $ 58,771 $ 86,720 $ 16,872 $ (162,363 ) $ 3,697 Nine months ended September 30, 2017 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 252,344 $ 46,540 $ — $ 298,884 Natural gas, NGLs and condensate sales — — 44,655 — — 44,655 Other revenues — — 18,809 194 — 19,003 Total revenues — — 315,808 46,734 — 362,542 Costs and expenses: Cost of natural gas and NGLs — — 36,328 — — 36,328 Operation and maintenance — — 64,405 5,606 — 70,011 General and administrative — — 35,283 5,087 — 40,370 Depreciation and amortization 660 — 75,772 9,752 — 86,184 Transaction costs 119 — — — — 119 (Gain) loss on asset sales, net — — (11 ) 541 — 530 Long-lived asset impairment — — 698 879 — 1,577 Total costs and expenses 779 — 212,475 21,865 — 235,119 Other income 214 — — — — 214 Interest expense — (51,883 ) — — — (51,883 ) Early extinguishment of debt — (22,020 ) — — — (22,020 ) Deferred Purchase Price Obligation 54,674 — — — — 54,674 Income (loss) before income taxes and loss from equity method investees 54,109 (73,903 ) 103,333 24,869 — 108,408 Income tax expense (417 ) — — — — (417 ) Loss from equity method investees — — — (3,691 ) — (3,691 ) Equity in earnings of consolidated subsidiaries 50,608 124,511 — — (175,119 ) — Net income $ 104,300 $ 50,608 $ 103,333 $ 21,178 $ (175,119 ) $ 104,300 Condensed Consolidating Statements of Cash Flows. Statements of cash flows for the nine months ended September 30, 2018 and 2017 follow. Nine months ended September 30, 2018 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 3,687 $ (38,590 ) $ 148,237 $ 53,158 $ — $ 166,492 Cash flows from investing activities: Capital expenditures (2,101 ) — (127,362 ) (7,570 ) — (137,033 ) Proceeds from asset sales — — — 496 — 496 Other, net (209 ) — — — — (209 ) Advances to affiliates — (84,148 ) (20,802 ) (46,090 ) 151,040 — Net cash used in investing activities (2,310 ) (84,148 ) (148,164 ) (53,164 ) 151,040 (136,746 ) Cash flows from financing activities: Distributions to common unitholders (135,484 ) — — — — (135,484 ) Distributions to Series A Preferred unitholders (14,250 ) — — — — (14,250 ) Borrowings under Revolving Credit Facility — 202,000 — — — 202,000 Repayments under Revolving Credit Facility — (79,000 ) — — — (79,000 ) Debt issuance costs — (334 ) — — — (334 ) Other, net (2,780 ) — (881 ) (77 ) — (3,738 ) Advances from affiliates 151,040 — — — (151,040 ) — Net cash (used in) provided by financing activities (1,474 ) 122,666 (881 ) (77 ) (151,040 ) (30,806 ) Net change in cash and cash equivalents (97 ) (72 ) (808 ) (83 ) — (1,060 ) Cash and cash equivalents, beginning of period 126 75 1,138 91 — 1,430 Cash and cash equivalents, end of period $ 29 $ 3 $ 330 $ 8 $ — $ 370 Nine months ended September 30, 2017 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 5,707 $ (45,854 ) $ 176,442 $ 60,202 $ — $ 196,497 Cash flows from investing activities: Capital expenditures (995 ) — (64,413 ) (20,798 ) — (86,206 ) Proceeds from asset sales — — — 2,300 — 2,300 Contributions to equity method investees — — — (21,581 ) — (21,581 ) Other, net (579 ) — — — — (579 ) Advances to affiliates 11,768 21,658 (116,254 ) (8,441 ) 91,269 — Net cash provided by (used in) investing activities 10,194 21,658 (180,667 ) (48,520 ) 91,269 (106,066 ) Cash flows from financing activities: Distributions to unitholders (134,066 ) — — — — (134,066 ) Borrowings under Revolving Credit Facility — 177,500 — — — 177,500 Repayments under Revolving Credit Facility — (319,500 ) — — — (319,500 ) Debt issuance costs — (15,891 ) — — — (15,891 ) Payment of redemption and call premiums on senior notes — (17,913 ) — — — (17,913 ) Proceeds from ATM Program issuances, net of costs 17,251 — — — — 17,251 Contribution from General Partner 465 — — — — 465 Issuance of senior notes — 500,000 — — — 500,000 Tender and redemption of senior notes — (300,000 ) — — — (300,000 ) Other, net (2,794 ) — — — — (2,794 ) Advances from affiliates 103,037 — — (11,768 ) (91,269 ) — Net cash (used in) provided by financing activities (16,107 ) 24,196 — (11,768 ) (91,269 ) (94,948 ) Net change in cash and cash equivalents (206 ) — (4,225 ) (86 ) — (4,517 ) Cash and cash equivalents, beginning of period 698 51 5,768 911 — 7,428 Cash and cash equivalents, end of period $ 492 $ 51 $ 1,543 $ 825 $ — $ 2,911 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS We have evaluated subsequent events for recognition or disclosure in the unaudited condensed consolidated financial statements and no events have occurred that require disclosure, except for the following: In October 2018, we received information from customers on our Utica Shale, Ohio Gathering and Williston Basin segments. The impact of this new information would result in a decrease to the calculation of the undiscounted value of the Deferred Purchase Price Obligation of approximately $16.9 million, from $470.9 million to $454.0 million. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Accounting Pronouncements | Recent Accounting Pronouncements. Accounting standard setters frequently issue new or revised accounting rules. We review new pronouncements to determine the impact, if any, on our financial statements. Accounting standards that have or could possibly have a material effect on our financial statements are discussed below. Recently Adopted Accounting Pronouncements . We have recently adopted the following accounting pronouncements: • ASU No. 2014-09 Revenue from Contracts with Customers (“Topic 606”). We adopted Topic 606 with a date of initial application of January 1, 2018. We applied Topic 606 by recognizing the cumulative effect of initially applying Topic 606 as an adjustment to the opening balance of partners’ capital at January 1, 2018. The comparative information has not been adjusted and is reported under the accounting standards in effect for those periods. For contracts where we perform gathering services and earn a per-unit fee which is recognized at a point in time, revenue is recognized over time as the service is performed and results in revenue recognition materially consistent with historical GAAP. In addition, our contracts generally contain forms of variable consideration, which will likely be constrained as the volumes are susceptible to factors outside of our control and influence. As a result of applying the constraint guidance, timing of revenue recognition will be materially consistent with historical GAAP. Prior to the adoption of Topic 606, contributions in aid of construction were recognized as a reduction to our cost basis of property, plant and equipment and facility fees were recognized as revenue when the amounts were billed. Upon adoption of Topic 606, the contributions in aid of construction amounts previously received were capitalized to property, plant and equipment, net of any accumulated depreciation, and will be depreciated over the remaining useful lives. Any future contributions in aid of construction will be recognized as revenue over the remaining term of the respective contract in accordance with Topic 606. Additionally, facility fees will be deferred and recognized over the contract term. There are certain percent-of-proceeds contracts within our Williston Basin reportable segment where we previously recognized revenue for services provided to producers in gathering services and related fees. Such amounts which were previously presented gross in gathering services and related fees are presented net within cost of natural gas and NGLs. This change did not have any impact on our net income (loss), cash flows, or the amount we present as segment adjusted EBITDA. For contracts containing MVC arrangements with banking mechanisms we previously deferred revenue. Under Topic 606, the recognition of revenue was accelerated. This acceleration totaled $16.7 million and is included in the Topic 606 day one adjustment amounts below in deferred revenue. The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of Topic 606 was as follows: Balance at December 31, 2017 Adjustments Due to Topic 606 Balance at January 1, 2018 (In thousands) Assets Property, plant and equipment, net $ 1,795,129 $ 33,123 $ 1,828,252 Liabilities Deferred revenue, current 4,000 6,088 10,088 Deferred revenue, noncurrent 12,707 22,821 35,528 Partners' Capital (1) 1,084,430 4,214 1,088,644 ________ (1) Includes common limited partner capital and general partner interests. Impact on financial statements The following tables summarize the impact of Topic 606 adoption on our unaudited condensed consolidated financial statements. Unaudited condensed consolidated balance sheet September 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Assets Accounts receivable $ 85,458 $ 76,656 $ 8,802 Other noncurrent assets 18,566 12,566 6,000 Property, plant and equipment, net 1,911,630 1,874,388 37,242 Liabilities Deferred revenue, current 11,152 4,071 7,081 Deferred revenue, noncurrent 39,624 10,065 29,559 Partners' Capital (1) 939,293 923,889 15,404 ________ (1) Includes common limited partner capital and general partner interests. Unaudited condensed consolidated statement of operations Three months ended September 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Revenues Gathering services and related fees $ 86,427 $ 83,351 $ 3,076 Costs and expenses Cost of natural gas and NGLs 26,879 30,307 (3,428 ) Depreciation and amortization 26,743 26,373 370 Nine months ended September 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Revenues Gathering services and related fees $ 260,373 $ 255,546 $ 4,827 Costs and expenses Cost of natural gas and NGLs 71,549 81,468 (9,919 ) Depreciation and amortization 80,204 79,219 985 Unaudited condensed consolidated statement of cash flows Nine months ended September 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Cash flows from operating activities: Net income (loss) $ 3,697 $ (10,064 ) $ 13,761 Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 79,752 78,767 985 Changes in operating assets and liabilities: Accounts receivable (11,557 ) (2,755 ) (8,802 ) Other, net (7,634 ) (1,634 ) (6,000 ) Deferred revenue, net 5,160 5,104 56 • ASU No. 2017-04 Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies the subsequent measurement of goodwill by, among other things, eliminating step two from the goodwill impairment test. ASU 2017-04 is effective for public companies for fiscal years beginning after December 15, 2019 and it specifies the amendments in ASU 2017-04 should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We adopted the provisions of ASU 2017-04 effective January 1, 2018. The adoption of this standard had no impact on our consolidated financial statements. Accounting Pronouncements Pending Adoption • ASU No. 2016-02 Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires that lessees recognize all leases on the balance sheet, with the exception of short-term leases. A lease liability will be recorded for the obligation of a lessee to make lease payments arising from a lease. A right-of-use asset will be recorded which represents the lessee’s right to use, or to control the use of, a specified asset for a lease term. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018, and requires the modified retrospective approach for transition. We are currently evaluating the provisions of ASU 2016-02 to determine its impact on our financial statements and related disclosures and will adopt its provisions effective January 1, 2019. We expect to utilize certain practical expedients including (i) not being required to reassess whether any expired or existing contracts are or contain leases; (ii) not being required to reassess the lease classification for any expired or existing leases (that is, all existing leases that were classified as operating leases in accordance with Topic 840 will be classified as operating leases, and all existing leases that were classified as capital leases in accordance with Topic 840 will be classified as finance leases); and (iii) not being required to reassess initial direct costs for any existing leases. • ASU No. 2018-01 Leases: Land Easement Practical Expedient for Transition to Topic 842 (“ASU 2018-01”). ASU 2018-01 provides an optional transition practical expedient to not evaluate existing or expired land easements that were not previously accounted for as leases under the current lease guidance in Topic 840. Upon adoption of Topic 842, an entity that elects this practical expedient should evaluate new or modified land easements under Topic 842 beginning at the date the entity adopts Topic 842. We expect to adopt the optional transition practical expedient of ASU 2018-01 effective January 1, 2019. • ASU No. 2018-13 Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 updates the disclosure requirements on fair value measurements including new disclosures for the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 modifies existing disclosures including clarifying the measurement uncertainty disclosure. ASU 2018-13 removes certain existing disclosure requirements including the amount and reasons for transfers between Level 1 and Level 2 fair value measurements and the policy for the timing of transfer between levels. We are currently evaluating the provisions of ASU 2018-13 to determine its impact on our financial statements and related disclosures and will adopt its provisions effective January 1, 2020. |
Basis of Presentation | Presentation and Consolidation. We prepare our unaudited condensed consolidated financial statements in accordance with GAAP as established by the FASB. We make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates, including fair value measurements, the reported amounts of revenue and expense and the disclosure of contingencies. Although management believes these estimates are reasonable, actual results could differ from its estimates. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and the regulations of the SEC. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are adequate to make the information not misleading. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments, including normal recurring adjustments, which are necessary to fairly present the unaudited condensed consolidated balance sheet as of September 30, 2018, the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2018 and 2017 and the unaudited condensed consolidated statements of partners’ capital and cash flows for the nine months ended September 30, 2018 and 2017. The balance sheet at December 31, 2017 included herein was derived from our audited financial statements, but does not include all disclosures required by GAAP. See Notes 2 and 3 for the impact relating to the adoption of the new revenue standard. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are included in our annual report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on February 26, 2018 (the "2017 Annual Report"). The results of operations for an interim period are not necessarily indicative of results expected for a full year. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Cumulative Effect of Changes made to Balance Sheet for the Adoption of Topic 606 | The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of Topic 606 was as follows: Balance at December 31, 2017 Adjustments Due to Topic 606 Balance at January 1, 2018 (In thousands) Assets Property, plant and equipment, net $ 1,795,129 $ 33,123 $ 1,828,252 Liabilities Deferred revenue, current 4,000 6,088 10,088 Deferred revenue, noncurrent 12,707 22,821 35,528 Partners' Capital (1) 1,084,430 4,214 1,088,644 ________ (1) Includes common limited partner capital and general partner interests. |
Summary of Impact of Topic 606 Adoption on Unaudited Condensed Consolidated Financial Statements | The following tables summarize the impact of Topic 606 adoption on our unaudited condensed consolidated financial statements. Unaudited condensed consolidated balance sheet September 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Assets Accounts receivable $ 85,458 $ 76,656 $ 8,802 Other noncurrent assets 18,566 12,566 6,000 Property, plant and equipment, net 1,911,630 1,874,388 37,242 Liabilities Deferred revenue, current 11,152 4,071 7,081 Deferred revenue, noncurrent 39,624 10,065 29,559 Partners' Capital (1) 939,293 923,889 15,404 ________ (1) Includes common limited partner capital and general partner interests. Unaudited condensed consolidated statement of operations Three months ended September 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Revenues Gathering services and related fees $ 86,427 $ 83,351 $ 3,076 Costs and expenses Cost of natural gas and NGLs 26,879 30,307 (3,428 ) Depreciation and amortization 26,743 26,373 370 Nine months ended September 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Revenues Gathering services and related fees $ 260,373 $ 255,546 $ 4,827 Costs and expenses Cost of natural gas and NGLs 71,549 81,468 (9,919 ) Depreciation and amortization 80,204 79,219 985 Unaudited condensed consolidated statement of cash flows Nine months ended September 30, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Cash flows from operating activities: Net income (loss) $ 3,697 $ (10,064 ) $ 13,761 Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 79,752 78,767 985 Changes in operating assets and liabilities: Accounts receivable (11,557 ) (2,755 ) (8,802 ) Other, net (7,634 ) (1,634 ) (6,000 ) Deferred revenue, net 5,160 5,104 56 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 2018 and over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated MVC shortfall payments. We applied the practical expedient in paragraph 606-10-50-14 of Topic 606 for certain arrangements that we consider optional purchases (i.e., there is no enforceable obligation for the customer to make purchases) and those amounts are excluded from the table. 2018 2019 2020 2021 2022 Thereafter (In thousands) Gathering services and related fees $ 84,164 $ 127,743 $ 122,429 $ 102,777 $ 83,648 $ 174,825 |
Schedule of Disaggregated Revenue by Geographic Area and Major Products and Services Reportable Segments | Revenue by Category. In the following table, revenue is disaggregated by geographic area and major products and services. For more detailed information about reportable segments, see Note 4. Reportable Segments Three months ended September 30, 2018 Utica Shale Williston Basin Piceance / DJ Basins Barnett Shale Marcellus Shale Total reportable segments All other segments Total (In thousands) Major products/services lines Gathering services and related fees $ 7,974 $ 18,020 $ 36,743 $ 18,318 $ 7,150 $ 88,205 $ (1,778 ) $ 86,427 Natural gas, NGLs and condensate sales — 7,953 3,650 789 — 12,392 21,625 34,017 Other revenues — 3,037 2,072 1,913 — 7,022 13 7,035 Total $ 7,974 $ 29,010 $ 42,465 $ 21,020 $ 7,150 $ 107,619 $ 19,860 $ 127,479 Reportable Segments Nine months ended September 30, 2018 Utica Shale Williston Basin Piceance / DJ Basins Barnett Shale Marcellus Shale Total reportable segments All other segments Total (In thousands) Major products/services lines Gathering services and related fees $ 28,437 $ 58,792 $ 108,207 $ 46,035 $ 23,025 $ 264,496 $ (4,123 ) $ 260,373 Natural gas, NGLs and condensate sales — 23,149 12,650 1,715 — 37,514 54,511 92,025 Other revenues — 8,909 6,187 5,595 — 20,691 (107 ) 20,584 Total $ 28,437 $ 90,850 $ 127,044 $ 53,345 $ 23,025 $ 322,701 $ 50,281 $ 372,982 |
Schedule of Information about Contract Assets from Contracts with Customers | The following table provides information about contract assets from contracts with customers: September 30, 2018 (In thousands) Contract assets, December 31, 2017 $ — Net impact of Topic 606 day 1 adoption 3,514 Additions 14,906 Transfers out (7,169 ) Contract assets, September 30, 2018 $ 11,251 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of assets by reportable segment | Assets by reportable segment follow. September 30, 2018 December 31, 2017 (In thousands) Assets: Utica Shale $ 209,105 $ 212,311 Ohio Gathering 660,254 690,485 Williston Basin 529,370 512,860 Piceance/DJ Basins 839,166 798,722 Barnett Shale 380,161 383,306 Marcellus Shale 210,509 217,362 Total reportable segment assets 2,828,565 2,815,046 Corporate and Other 152,375 79,996 Eliminations (2,884 ) (249 ) Total assets $ 2,978,056 $ 2,894,793 |
Schedule of segment reporting information | Revenues by reportable segment follow. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Revenues (1): Utica Shale $ 7,974 $ 9,727 $ 28,437 $ 28,979 Williston Basin 29,010 27,821 90,850 123,820 Piceance/DJ Basins 42,465 53,875 127,044 122,446 Barnett Shale 21,020 16,694 53,345 55,340 Marcellus Shale 7,150 8,160 23,025 22,429 Total reportable segments revenue 107,619 116,277 322,701 353,014 Corporate and Other 23,636 11,816 57,234 14,964 Eliminations (3,776 ) (3,148 ) (6,953 ) (5,436 ) Total revenues $ 127,479 $ 124,945 $ 372,982 $ 362,542 (1) Excludes revenues earned by Ohio Gathering due to equity method accounting. Depreciation and amortization, including the amortization expense associated with our favorable and unfavorable gas gathering contracts as reported in other revenues, by reportable segment follows. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Depreciation and amortization (1): Utica Shale $ 1,887 $ 1,818 $ 5,773 $ 5,213 Williston Basin 5,672 8,405 16,903 25,171 Piceance/DJ Basins 12,512 12,199 37,517 36,635 Barnett Shale (2) 3,760 3,735 11,276 11,259 Marcellus Shale 2,273 2,268 6,819 6,794 Total reportable segment depreciation and amortization 26,104 28,425 78,288 85,072 Corporate and Other 488 352 1,464 660 Total depreciation and amortization $ 26,592 $ 28,777 $ 79,752 $ 85,732 (1) Excludes depreciation and amortization recognized by Ohio Gathering due to equity method accounting. (2) Includes the amortization expense associated with our favorable and unfavorable gas gathering contracts as reported in other revenues. Cash paid for capital expenditures by reportable segment follow. Nine months ended September 30, 2018 2017 (In thousands) Cash paid for capital expenditures (1): Utica Shale $ 3,922 $ 21,425 Williston Basin 18,463 13,735 Piceance/DJ Basins 44,166 17,902 Barnett Shale 914 119 Marcellus Shale 557 628 Total reportable segment capital expenditures 68,022 53,809 Corporate and Other 69,011 32,397 Total cash paid for capital expenditures $ 137,033 $ 86,206 (1) Excludes cash paid for capital expenditures by Ohio Gathering due to equity method accounting. |
Schedule of counterparties accounting for more than 10% of total revenues | Counterparties accounting for more than 10% of total revenues were as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Percentage of total revenues (1)(2): Counterparty A - Piceance/DJ Basins 11 % 17 % 11 % * Counterparty B - Barnett Shale 12 % * 10 % * Counterparty C - Williston Basin * * * 16 % (1) Includes recognition of revenue that was previously deferred in connection with minimum volume commitments. (2) Excludes revenues earned by Ohio Gathering due to equity method accounting. * Less than 10% |
Reconciliation of net income to adjusted EBITDA | Segment adjusted EBITDA by reportable segment follows. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Reportable segment adjusted EBITDA Utica Shale $ 6,521 $ 8,412 $ 24,459 $ 25,857 Ohio Gathering 10,171 10,522 29,583 29,201 Williston Basin 19,849 16,212 54,849 51,176 Piceance/DJ Basins 29,831 30,008 86,739 86,256 Barnett Shale 10,818 10,838 31,770 35,924 Marcellus Shale 5,550 6,682 18,769 17,775 Total of reportable segments' measures of profit $ 82,740 $ 82,674 $ 246,169 $ 246,189 A reconciliation of income or loss before income taxes and income or loss from equity method investees to total of reportable segments' measures of profit or loss follows. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Reconciliation of income before income taxes and (loss) income from equity method investees to total of reportable segments' measures of profit: Income before income taxes and (loss) income from equity method investees $ 58,589 $ 93,463 $ 7,488 $ 108,408 Add: Corporate and Other 9,324 9,197 28,949 28,725 Interest expense 14,862 17,614 44,821 51,883 Early extinguishment of debt — — — 22,020 Deferred Purchase Price Obligation (37,204 ) (70,499 ) 53,759 (54,674 ) Depreciation and amortization 26,592 28,777 79,752 85,732 Proportional adjusted EBITDA for equity method investees 10,171 10,522 29,583 29,201 Adjustments related to MVC shortfall payments (2,999 ) (10,124 ) (6,541 ) (33,186 ) Adjustments related to capital reimbursement activity (106 ) — 49 — Unit-based and noncash compensation 1,965 1,974 6,188 5,973 Loss (gain) on asset sales, net 6 460 (6 ) 530 Long-lived asset impairment 1,540 1,290 2,127 1,577 Total of reportable segments' measures of profit $ 82,740 $ 82,674 $ 246,169 $ 246,189 |
Schedule of Adjustments Related to Minimum Volume Commitments Shortfall Payments | Adjustments related to MVC shortfall payments by reportable segment follow. Three months ended September 30, 2018 Williston Basin Piceance/DJ Basins Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ — $ — $ — $ — Expected MVC shortfall adjustments 2,032 — (5,031 ) (2,999 ) Total adjustments related to MVC shortfall payments $ 2,032 $ — $ (5,031 ) $ (2,999 ) Three months ended September 30, 2017 Williston Basin Piceance/DJ Basins Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ — $ — $ — $ — Expected MVC shortfall adjustments 1,982 (12,200 ) 94 (10,124 ) Total adjustments related to MVC shortfall payments $ 1,982 $ (12,200 ) $ 94 $ (10,124 ) Nine months ended September 30, 2018 Williston Basin Piceance/DJ Basins Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ — $ — $ — $ — Expected MVC shortfall adjustments (1,354 ) (93 ) (5,094 ) (6,541 ) Total adjustments related to MVC shortfall payments $ (1,354 ) $ (93 ) $ (5,094 ) $ (6,541 ) Nine months ended September 30, 2017 Williston Basin Piceance/DJ Basins Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ (37,693 ) $ (1,978 ) $ — $ (39,671 ) Expected MVC shortfall adjustments 5,946 867 (328 ) 6,485 Total adjustments related to MVC shortfall payments $ (31,747 ) $ (1,111 ) $ (328 ) $ (33,186 ) |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of property, plant, and equipment, net | Details on property, plant and equipment follow. September 30, 2018 December 31, 2017 (In thousands) Gathering and processing systems and related equipment $ 2,031,540 $ 1,973,722 Construction in progress 194,472 78,850 Land and line fill 11,747 11,735 Other 42,286 40,262 Total 2,280,045 2,104,569 Less accumulated depreciation 368,415 309,440 Property, plant and equipment, net $ 1,911,630 $ 1,795,129 |
Schedule of depreciation expense and capitalized interest costs | Depreciation expense and capitalized interest follow. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Depreciation expense $ 18,567 $ 18,837 $ 55,781 $ 55,935 Capitalized interest 2,451 644 5,536 1,562 |
AMORTIZING INTANGIBLE ASSETS _2
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible assets and liabilities subject to amortization | Details regarding our intangible assets and the unfavorable gas gathering contract (included in other noncurrent liabilities), all of which are subject to amortization, follow. September 30, 2018 Gross carrying amount Accumulated amortization Net (In thousands) Favorable gas gathering contracts $ 24,195 $ (13,517 ) $ 10,678 Contract intangibles 278,448 (137,426 ) 141,022 Rights-of-way 165,445 (35,938 ) 129,507 Total intangible assets $ 468,088 $ (186,881 ) $ 281,207 Unfavorable gas gathering contract $ 10,962 $ (10,692 ) $ 270 December 31, 2017 Gross carrying amount Accumulated amortization Net (In thousands) Favorable gas gathering contracts $ 24,195 $ (12,350 ) $ 11,845 Contract intangibles 278,448 (117,821 ) 160,627 Rights-of-way 159,986 (31,113 ) 128,873 Total intangible assets $ 462,629 $ (161,284 ) $ 301,345 Unfavorable gas gathering contract $ 10,962 $ (9,074 ) $ 1,888 |
Recognized amortization expense in other revenues and cost and expenses | We recognized amortization expense in other revenues as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Amortization expense – favorable gas gathering contracts $ (389 ) $ (390 ) $ (1,166 ) $ (1,167 ) Amortization expense – unfavorable gas gathering contract 540 540 1,618 1,619 We recognized amortization expense in costs and expenses as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Amortization expense – contract intangibles $ 6,535 $ 8,550 $ 19,605 $ 25,652 Amortization expense – rights-of-way 1,641 1,540 4,818 4,597 |
Estimated aggregate annual amortization expected to be recognized | The estimated aggregate annual amortization expected to be recognized for the remainder of 2018 and each of the four succeeding fiscal years follows. Intangible assets Unfavorable gas gathering contract (In thousands) 2018 $ 8,562 $ 270 2019 33,321 — 2020 33,145 — 2021 29,453 — 2022 26,386 — |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Equity Method Investments | A reconciliation of our Investment in equity method investees, September 30, 2018 $ 660,254 September cash distributions 2,912 Impairment loss 1,837 Basis difference (120,170 ) Investment in equity method investees, net of basis difference, August 31, 2018 $ 544,833 For the three and nine months ended September 30, 2018, there were no contributions to Ohio Gathering. Summarized statements of operations information for OGC and OCC follow (amounts represent 100% of investee financial information). Results include gross asset impairments of $4.6 million and $16.9 million for the three and nine months ending September 30, 2018 and $8.7 million for the three and nine months ending September 30, 2017. Three months ended August 31, 2018 Three months ended August 31, 2017 OGC OCC OGC OCC (In thousands) Total revenues $ 37,180 $ 2,465 $ 35,144 $ 1,814 Total operating expenses 31,751 2,323 25,720 1,877 Net income (loss) 5,429 (5 ) 9,424 (204 ) Nine months ended August 31, 2018 Nine months ended August 31, 2017 OGC OCC OGC OCC (In thousands) Total revenues $ 106,263 $ 7,024 $ 103,302 $ 5,871 Total operating expenses 94,044 6,422 86,046 6,186 Net income (loss) 12,213 116 17,258 (1,396 ) |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Rollforward of deferred revenue | A rollforward of current deferred revenue follows. Utica Shale Williston Basin Piceance/DJ Basins Barnett Shale Marcellus Shale Total current (In thousands) Current deferred revenue, December 31, 2017, as reported $ — $ — $ 4,000 $ — $ — $ 4,000 Net impact of Topic 606 day 1 adoption 18 1,017 3,396 1,619 38 6,088 Current deferred revenue, January 1, 2018 18 1,017 7,396 1,619 38 10,088 Additions 14 1,367 16,846 1,236 63 19,526 Less revenue recognized 14 985 16,186 1,214 63 18,462 Current deferred revenue, September 30, 2018 $ 18 $ 1,399 $ 8,056 $ 1,641 $ 38 $ 11,152 A rollforward of noncurrent deferred revenue follows. Utica Shale Williston Basin Piceance/DJ Basins Barnett Shale Marcellus Shale Total noncurrent (In thousands) Noncurrent deferred revenue, December 31, 2017, as reported $ — $ — $ 12,707 $ — $ — $ 12,707 Net impact of Topic 606 day 1 adoption 39 4,215 10,017 8,217 333 22,821 Noncurrent deferred revenue, January 1, 2018 39 4,215 22,724 8,217 333 35,528 Additions — 1,851 9,014 2,323 — 13,188 Less reclassification to current deferred revenue 14 1,296 6,483 1,236 63 9,092 Noncurrent deferred revenue, September 30, 2018 $ 25 $ 4,770 $ 25,255 $ 9,304 $ 270 $ 39,624 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of debt and capital leases | Debt consisted of the following: September 30, 2018 December 31, 2017 (In thousands) Summit Holdings' variable rate senior secured Revolving Credit Facility (4.50% at September 30, 2018 and 4.07% at December 31, 2017) due May 2022 $ 384,000 $ 261,000 Summit Holdings' 5.5% senior unsecured notes due August 2022 300,000 300,000 Less unamortized debt issuance costs (1) (2,530 ) (2,910 ) Summit Holdings' 5.75% senior unsecured notes due April 2025 500,000 500,000 Less unamortized debt issuance costs (1) (6,157 ) (6,898 ) Total long-term debt $ 1,175,313 $ 1,051,192 (1) Issuance costs are being amortized over the life of the notes. |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | A rollforward of our Level 3 liability measured at fair value on a recurring basis follows (in thousands). Level 3 liability, January 1, 2018 $ 362,959 Change in fair value 53,759 Level 3 liability, September 30, 2018 $ 416,718 |
Summary of the estimated fair value of debt instruments | A summary of the estimated fair value of our debt financial instruments follows. September 30, 2018 December 31, 2017 Carrying value Estimated fair value (Level 2) Carrying value Estimated fair value (Level 2) (In thousands) Summit Holdings 5.5% Senior Notes ($300.0 million principal) $ 297,470 $ 300,000 $ 297,090 $ 301,750 Summit Holdings 5.75% Senior Notes ($500.0 million principal) 493,843 481,250 493,102 501,667 |
PARTNERS' CAPITAL (Tables)
PARTNERS' CAPITAL (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of partner units activity | A rollforward of the number of common limited partner and General Partner units follows. Limited partners Series A Preferred Units Common General Partner Units, January 1, 2018 300,000 73,085,996 1,490,999 Net units issued under the SMLP LTIP — 269,779 — Units, September 30, 2018 300,000 73,355,775 1,490,999 |
Details of cash distributions | We paid the following per-unit distributions during the three and nine months ended September 30: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Per-unit distributions to unitholders $ 0.575 $ 0.575 $ 1.725 $ 1.725 Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) IDR payments $ 2,136 $ 2,127 $ 6,400 $ 6,333 |
EARNINGS PER UNIT (Tables)
EARNINGS PER UNIT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per limited partner unit | The following table details the components of EPU. Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands, except per-unit amounts) Numerator for basic and diluted EPU: Allocation of net income (loss) among limited partner interests: Net income (loss) attributable to limited partners $ 54,151 $ 89,547 $ (2,948 ) $ 95,576 Less net income attributable to Series A Preferred Units 7,125 — 21,375 — Net income (loss) attributable to common limited partners $ 47,026 $ 89,547 $ (24,323 ) $ 95,576 Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 73,356 73,059 73,283 72,583 Effect of nonvested phantom units 400 374 — 318 Weighted-average common units outstanding – diluted 73,756 73,433 73,283 72,901 Earnings (loss) per limited partner unit: Common unit – basic $ 0.64 $ 1.23 $ (0.33 ) $ 1.32 Common unit – diluted $ 0.64 $ 1.22 $ (0.33 ) $ 1.31 Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 1 — 2 55 |
RELATED-PARTY TRANSACTIONS (Tab
RELATED-PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Expenses incurred by the General Partner and reimbursed by us under our Partnership Agreement were as follows: Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Operation and maintenance expense $ 7,161 $ 6,792 $ 21,898 $ 20,404 General and administrative expense 7,220 6,840 22,818 23,030 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of total rent expense related to operating leases | Rent expense related to operating leases, including rent expense incurred on our behalf and allocated to us, was as follows Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 (In thousands) Rent expense $ 957 $ 1,009 $ 2,935 $ 2,811 |
Schedule of accrued environmental remediation | A rollforward of the aggregate accrued environmental remediation liabilities follows. Total (In thousands) Accrued environmental remediation, January 1, 2018 $ 5,344 Payments made (3,060 ) Additional accruals 1,600 Accrued environmental remediation, September 30, 2018 $ 3,884 |
CONDENSED CONSOLIDATING FINAN_2
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Condensed Balance Sheet | Balance sheets as of September 30, 2018 and December 31, 2017 follow. September 30, 2018 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Assets Cash and cash equivalents $ 29 $ 3 $ 330 $ 8 $ — $ 370 Accounts receivable 22 — 74,766 10,670 — 85,458 Other current assets 843 — 2,922 595 — 4,360 Due from affiliate — — 513,867 68,121 (581,988 ) — Total current assets 894 3 591,885 79,394 (581,988 ) 90,188 Property, plant and equipment, net 5,134 — 1,563,950 342,546 — 1,911,630 Intangible assets, net — — 255,317 25,890 — 281,207 Goodwill — — 16,211 — — 16,211 Investment in equity method investees — — — 660,254 — 660,254 Other noncurrent assets 3,320 9,184 6,062 — — 18,566 Investment in subsidiaries 2,082,686 3,432,198 — — (5,514,884 ) — Total assets $ 2,092,034 $ 3,441,385 $ 2,433,425 $ 1,108,084 $ (6,096,872 ) $ 2,978,056 Liabilities and Partners' Capital Trade accounts payable $ 219 $ — $ 18,523 $ 3,827 $ — $ 22,569 Accrued expenses 725 — 16,051 1,571 — 18,347 Due to affiliate 413,900 168,101 — — (581,988 ) 13 Deferred revenue — — 10,716 436 — 11,152 Ad valorem taxes payable 14 — 7,802 407 — 8,223 Accrued interest — 15,285 — — — 15,285 Accrued environmental remediation — — — 2,702 — 2,702 Other current liabilities 5,386 — 4,488 514 — 10,388 Total current liabilities 420,244 183,386 57,580 9,457 (581,988 ) 88,679 Long-term debt — 1,175,313 — — — 1,175,313 Deferred Purchase Price Obligation 416,718 — — — — 416,718 Noncurrent deferred revenue — — 37,802 1,822 — 39,624 Noncurrent accrued environmental remediation — — — 1,182 — 1,182 Other noncurrent liabilities 4,057 — 1,437 31 — 5,525 Total liabilities 841,019 1,358,699 96,819 12,492 (581,988 ) 1,727,041 Total partners' capital 1,251,015 2,082,686 2,336,606 1,095,592 (5,514,884 ) 1,251,015 Total liabilities and partners' capital $ 2,092,034 $ 3,441,385 $ 2,433,425 $ 1,108,084 $ (6,096,872 ) $ 2,978,056 December 31, 2017 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Assets Cash and cash equivalents $ 126 $ 75 $ 1,138 $ 91 $ — $ 1,430 Accounts receivable 22 — 65,842 6,437 — 72,301 Other current assets 1,188 — 2,697 442 — 4,327 Due from affiliate — — 493,067 22,030 (515,097 ) — Total current assets 1,336 75 562,744 29,000 (515,097 ) 78,058 Property, plant and equipment, net 4,206 — 1,442,333 348,590 — 1,795,129 Intangible assets, net — — 278,958 22,387 — 301,345 Goodwill — — 16,211 — — 16,211 Investment in equity method investees — — — 690,485 — 690,485 Other noncurrent assets 2,547 10,913 105 — — 13,565 Investment in subsidiaries 2,019,700 3,324,464 — — (5,344,164 ) — Total assets $ 2,027,789 $ 3,335,452 $ 2,300,351 $ 1,090,462 $ (5,859,261 ) $ 2,894,793 Liabilities and Partners' Capital Trade accounts payable $ 209 $ — $ 11,283 $ 4,883 $ — $ 16,375 Accrued expenses 928 — 10,592 979 — 12,499 Due to affiliate 263,935 252,250 — — (515,097 ) 1,088 Deferred revenue — — 4,000 — — 4,000 Ad valorem taxes payable — — 7,809 520 — 8,329 Accrued interest — 12,310 — — — 12,310 Accrued environmental remediation — — — 3,130 — 3,130 Other current liabilities 6,395 — 4,385 478 — 11,258 Total current liabilities 271,467 264,560 38,069 9,990 (515,097 ) 68,989 Long-term debt — 1,051,192 — — — 1,051,192 Deferred Purchase Price Obligation 362,959 — — — — 362,959 Deferred revenue — — 12,707 — — 12,707 Noncurrent accrued environmental remediation — — — 2,214 — 2,214 Other noncurrent liabilities 3,694 — 3,293 76 — 7,063 Total liabilities 638,120 1,315,752 54,069 12,280 (515,097 ) 1,505,124 Total partners' capital 1,389,669 2,019,700 2,246,282 1,078,182 (5,344,164 ) 1,389,669 Total liabilities and partners' capital $ 2,027,789 $ 3,335,452 $ 2,300,351 $ 1,090,462 $ (5,859,261 ) $ 2,894,793 |
Condensed Statement of Operations | Statements of operations for the three and nine months ended September 30, 2018 and 2017 follow. Three months ended September 30, 2018 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 73,014 $ 13,413 $ — $ 86,427 Natural gas, NGLs and condensate sales — — 34,017 — — 34,017 Other revenues — — 6,806 229 — 7,035 Total revenues — — 113,837 13,642 — 127,479 Costs and expenses: Cost of natural gas and NGLs — — 26,879 — — 26,879 Operation and maintenance — — 21,721 2,661 — 24,382 General and administrative — — 10,535 1,205 — 11,740 Depreciation and amortization 429 — 22,863 3,451 — 26,743 Loss on asset sales, net — — 1 5 — 6 Long-lived asset impairment — — 275 1,265 — 1,540 Total costs and expenses 429 — 82,274 8,587 — 91,290 Other income 58 — — — — 58 Interest expense — (14,862 ) — — — (14,862 ) Deferred Purchase Price Obligation 37,204 — — — — 37,204 Income (loss) before income taxes and loss from equity method investees 36,833 (14,862 ) 31,563 5,055 — 58,589 Income tax benefit 35 — — — — 35 Loss from equity method investees — — — (1,169 ) — (1,169 ) Equity in earnings of consolidated subsidiaries 20,587 35,449 — — (56,036 ) — Net income $ 57,455 $ 20,587 $ 31,563 $ 3,886 $ (56,036 ) $ 57,455 Three months ended September 30, 2017 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 82,152 $ 13,918 $ — $ 96,070 Natural gas, NGLs and condensate sales — — 22,940 — — 22,940 Other revenues — — 5,877 58 — 5,935 Total revenues — — 110,969 13,976 — 124,945 Costs and expenses: Cost of natural gas and NGLs — — 18,177 — — 18,177 Operation and maintenance — — 20,217 2,086 — 22,303 General and administrative — — 11,919 1,370 — 13,289 Depreciation and amortization 352 — 25,247 3,328 — 28,927 Transaction costs — — — — — — (Gain) loss on asset sales, net — — (82 ) 542 — 460 Long-lived asset impairment — — 696 594 — 1,290 Total costs and expenses 352 — 76,174 7,920 — 84,446 Other income 79 — — — — 79 Interest expense — (17,614 ) — — — (17,614 ) Deferred Purchase Price Obligation 70,499 — — — — 70,499 Income (loss) before income taxes and income from equity method investees 70,226 (17,614 ) 34,795 6,056 — 93,463 Income tax expense (176 ) — — — — (176 ) Income from equity method investees — — — 350 — 350 Equity in earnings of consolidated subsidiaries 23,587 41,201 — — (64,788 ) — Net income $ 93,637 $ 23,587 $ 34,795 $ 6,406 $ (64,788 ) $ 93,637 Nine months ended September 30, 2018 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 216,371 $ 44,002 $ — $ 260,373 Natural gas, NGLs and condensate sales — — 92,025 — — 92,025 Other revenues — — 20,042 542 — 20,584 Total revenues — — 328,438 44,544 — 372,982 Costs and expenses: Cost of natural gas and NGLs — — 71,549 — — 71,549 Operation and maintenance — — 66,095 7,357 — 73,452 General and administrative — — 34,786 4,880 — 39,666 Depreciation and amortization 1,305 — 68,500 10,399 — 80,204 (Gain) loss on asset sales, net — — (74 ) 68 — (6 ) Long-lived asset impairment — — 862 1,265 — 2,127 Total costs and expenses 1,305 — 241,718 23,969 — 266,992 Other income 78 — — — — 78 Interest expense — (44,821 ) — — — (44,821 ) Deferred Purchase Price Obligation (53,759 ) — — — — (53,759 ) (Loss) income before income taxes and loss from equity method investees (54,986 ) (44,821 ) 86,720 20,575 — 7,488 Income tax expense (88 ) — — — — (88 ) Loss from equity method investees — — — (3,703 ) — (3,703 ) Equity in earnings of consolidated subsidiaries 58,771 103,592 — — (162,363 ) — Net income $ 3,697 $ 58,771 $ 86,720 $ 16,872 $ (162,363 ) $ 3,697 Nine months ended September 30, 2017 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 252,344 $ 46,540 $ — $ 298,884 Natural gas, NGLs and condensate sales — — 44,655 — — 44,655 Other revenues — — 18,809 194 — 19,003 Total revenues — — 315,808 46,734 — 362,542 Costs and expenses: Cost of natural gas and NGLs — — 36,328 — — 36,328 Operation and maintenance — — 64,405 5,606 — 70,011 General and administrative — — 35,283 5,087 — 40,370 Depreciation and amortization 660 — 75,772 9,752 — 86,184 Transaction costs 119 — — — — 119 (Gain) loss on asset sales, net — — (11 ) 541 — 530 Long-lived asset impairment — — 698 879 — 1,577 Total costs and expenses 779 — 212,475 21,865 — 235,119 Other income 214 — — — — 214 Interest expense — (51,883 ) — — — (51,883 ) Early extinguishment of debt — (22,020 ) — — — (22,020 ) Deferred Purchase Price Obligation 54,674 — — — — 54,674 Income (loss) before income taxes and loss from equity method investees 54,109 (73,903 ) 103,333 24,869 — 108,408 Income tax expense (417 ) — — — — (417 ) Loss from equity method investees — — — (3,691 ) — (3,691 ) Equity in earnings of consolidated subsidiaries 50,608 124,511 — — (175,119 ) — Net income $ 104,300 $ 50,608 $ 103,333 $ 21,178 $ (175,119 ) $ 104,300 |
Condensed Cash Flow Statement | Statements of cash flows for the nine months ended September 30, 2018 and 2017 follow. Nine months ended September 30, 2018 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 3,687 $ (38,590 ) $ 148,237 $ 53,158 $ — $ 166,492 Cash flows from investing activities: Capital expenditures (2,101 ) — (127,362 ) (7,570 ) — (137,033 ) Proceeds from asset sales — — — 496 — 496 Other, net (209 ) — — — — (209 ) Advances to affiliates — (84,148 ) (20,802 ) (46,090 ) 151,040 — Net cash used in investing activities (2,310 ) (84,148 ) (148,164 ) (53,164 ) 151,040 (136,746 ) Cash flows from financing activities: Distributions to common unitholders (135,484 ) — — — — (135,484 ) Distributions to Series A Preferred unitholders (14,250 ) — — — — (14,250 ) Borrowings under Revolving Credit Facility — 202,000 — — — 202,000 Repayments under Revolving Credit Facility — (79,000 ) — — — (79,000 ) Debt issuance costs — (334 ) — — — (334 ) Other, net (2,780 ) — (881 ) (77 ) — (3,738 ) Advances from affiliates 151,040 — — — (151,040 ) — Net cash (used in) provided by financing activities (1,474 ) 122,666 (881 ) (77 ) (151,040 ) (30,806 ) Net change in cash and cash equivalents (97 ) (72 ) (808 ) (83 ) — (1,060 ) Cash and cash equivalents, beginning of period 126 75 1,138 91 — 1,430 Cash and cash equivalents, end of period $ 29 $ 3 $ 330 $ 8 $ — $ 370 Nine months ended September 30, 2017 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 5,707 $ (45,854 ) $ 176,442 $ 60,202 $ — $ 196,497 Cash flows from investing activities: Capital expenditures (995 ) — (64,413 ) (20,798 ) — (86,206 ) Proceeds from asset sales — — — 2,300 — 2,300 Contributions to equity method investees — — — (21,581 ) — (21,581 ) Other, net (579 ) — — — — (579 ) Advances to affiliates 11,768 21,658 (116,254 ) (8,441 ) 91,269 — Net cash provided by (used in) investing activities 10,194 21,658 (180,667 ) (48,520 ) 91,269 (106,066 ) Cash flows from financing activities: Distributions to unitholders (134,066 ) — — — — (134,066 ) Borrowings under Revolving Credit Facility — 177,500 — — — 177,500 Repayments under Revolving Credit Facility — (319,500 ) — — — (319,500 ) Debt issuance costs — (15,891 ) — — — (15,891 ) Payment of redemption and call premiums on senior notes — (17,913 ) — — — (17,913 ) Proceeds from ATM Program issuances, net of costs 17,251 — — — — 17,251 Contribution from General Partner 465 — — — — 465 Issuance of senior notes — 500,000 — — — 500,000 Tender and redemption of senior notes — (300,000 ) — — — (300,000 ) Other, net (2,794 ) — — — — (2,794 ) Advances from affiliates 103,037 — — (11,768 ) (91,269 ) — Net cash (used in) provided by financing activities (16,107 ) 24,196 — (11,768 ) (91,269 ) (94,948 ) Net change in cash and cash equivalents (206 ) — (4,225 ) (86 ) — (4,517 ) Cash and cash equivalents, beginning of period 698 51 5,768 911 — 7,428 Cash and cash equivalents, end of period $ 492 $ 51 $ 1,543 $ 825 $ — $ 2,911 |
ORGANIZATION, BUSINESS OPERAT_2
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION - Narrative (Details) - shares | 1 Months Ended | 9 Months Ended | ||
Feb. 29, 2016 | Sep. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2016 | |
Organization And Business Operations [Line Items] | ||||
Common limited partner capital (in shares) | 73,355,775 | 73,085,996 | ||
Summit Midstream Niobrara, LLC | Summit Midstream Partners, LP | ||||
Organization And Business Operations [Line Items] | ||||
Cost method ownership interest | 1.00% | |||
SMP Holdings | Contributed Entities | ||||
Organization And Business Operations [Line Items] | ||||
Percent of issued and outstanding membership interest | 100.00% | |||
SMP Holdings | OGC | ||||
Organization And Business Operations [Line Items] | ||||
Percentage of ownership interest | 40.00% | |||
Subsidiary of Summit Investments | ||||
Organization And Business Operations [Line Items] | ||||
Ownership interest | 1.00% | |||
Grand River Gathering, LLC | ||||
Organization And Business Operations [Line Items] | ||||
Percentage of ownership interest | 100.00% | |||
Common units | SMP Holdings | ||||
Organization And Business Operations [Line Items] | ||||
Common limited partner capital (in shares) | 25,854,581 | |||
Common units | Energy Capital Partners | ||||
Organization And Business Operations [Line Items] | ||||
Common limited partner capital (in shares) | 5,915,827 | |||
General Partner | ||||
Organization And Business Operations [Line Items] | ||||
General partner interest | 2.00% | |||
General Partner | Summit Investments | Summit Midstream Partners, LP | ||||
Organization And Business Operations [Line Items] | ||||
General partner interest | 2.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Calculated under Revenue Guidance in Effect before Topic 606 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Acceleration totaled, recognition of revenue | $ 16.7 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cumulative Effect of Changes made to Balance Sheet for the Adoption of Topic 606 (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Assets | |||
Property, plant and equipment, net | $ 1,911,630 | $ 1,828,252 | $ 1,795,129 |
Liabilities | |||
Deferred revenue | 11,152 | 10,088 | 4,000 |
Deferred revenue, noncurrent | 39,624 | 35,528 | 12,707 |
Partners' Capital | 939,293 | 1,088,644 | |
Calculated under Revenue Guidance in Effect before Topic 606 | |||
Assets | |||
Property, plant and equipment, net | 1,874,388 | 1,795,129 | |
Liabilities | |||
Deferred revenue | 4,071 | 4,000 | |
Deferred revenue, noncurrent | 10,065 | 12,707 | |
Partners' Capital | 923,889 | $ 1,084,430 | |
Accounting Standard Update 2014-09 | Adjustments Due to Topic 606 | |||
Assets | |||
Property, plant and equipment, net | 37,242 | 33,123 | |
Liabilities | |||
Deferred revenue | 7,081 | 6,088 | |
Deferred revenue, noncurrent | 29,559 | 22,821 | |
Partners' Capital | $ 15,404 | $ 4,214 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Impact of Topic 606 Adoption on Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Assets | |||
Accounts receivable | $ 85,458 | ||
Other noncurrent assets | 18,566 | $ 13,565 | |
Property, plant and equipment, net | 1,911,630 | $ 1,828,252 | 1,795,129 |
Liabilities | |||
Deferred revenue | 11,152 | 10,088 | 4,000 |
Deferred revenue, noncurrent | 39,624 | 35,528 | 12,707 |
Partners' Capital | 939,293 | 1,088,644 | |
Balances Without Adoption of Topic 606 | |||
Assets | |||
Accounts receivable | 76,656 | ||
Other noncurrent assets | 12,566 | ||
Property, plant and equipment, net | 1,874,388 | 1,795,129 | |
Liabilities | |||
Deferred revenue | 4,071 | 4,000 | |
Deferred revenue, noncurrent | 10,065 | 12,707 | |
Partners' Capital | 923,889 | $ 1,084,430 | |
Accounting Standard Update 2014-09 | Effect of Change Increase / (Decrease) | |||
Assets | |||
Accounts receivable | 8,802 | ||
Other noncurrent assets | 6,000 | ||
Property, plant and equipment, net | 37,242 | 33,123 | |
Liabilities | |||
Deferred revenue | 7,081 | 6,088 | |
Deferred revenue, noncurrent | 29,559 | 22,821 | |
Partners' Capital | $ 15,404 | $ 4,214 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Impact of Topic 606 Adoption on Unaudited Condensed Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Gathering services and related fees | $ 127,479 | $ 124,945 | $ 372,982 | $ 362,542 |
Costs and expenses: | ||||
Cost of natural gas and NGLs | $ 26,879 | $ 18,177 | $ 71,549 | $ 36,328 |
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember |
Depreciation and amortization | $ 26,743 | $ 28,927 | $ 80,204 | $ 86,184 |
Balances Without Adoption of Topic 606 | ||||
Costs and expenses: | ||||
Cost of natural gas and NGLs | $ 30,307 | $ 81,468 | ||
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | ||
Depreciation and amortization | $ 26,373 | $ 79,219 | ||
Gathering Services and Related Fees | ||||
Revenues: | ||||
Gathering services and related fees | 86,427 | $ 96,070 | 260,373 | $ 298,884 |
Gathering Services and Related Fees | Balances Without Adoption of Topic 606 | ||||
Revenues: | ||||
Gathering services and related fees | 83,351 | 255,546 | ||
Accounting Standard Update 2014-09 | Effect of Change Increase / (Decrease) | ||||
Costs and expenses: | ||||
Cost of natural gas and NGLs | $ (3,428) | $ (9,919) | ||
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | ||
Depreciation and amortization | $ 370 | $ 985 | ||
Accounting Standard Update 2014-09 | Gathering Services and Related Fees | Effect of Change Increase / (Decrease) | ||||
Revenues: | ||||
Gathering services and related fees | $ 3,076 | $ 4,827 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Impact of Topic 606 Adoption on Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 57,455 | $ 93,637 | $ 3,697 | $ 104,300 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | $ 26,592 | $ 28,777 | 79,752 | 85,732 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (11,557) | 36,097 | ||
Other, net | (7,634) | (2,689) | ||
Deferred revenue, net | 5,160 | $ (39,671) | ||
Balances Without Adoption of Topic 606 | ||||
Cash flows from operating activities: | ||||
Net income (loss) | (10,064) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 78,767 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (2,755) | |||
Other, net | (1,634) | |||
Deferred revenue, net | 5,104 | |||
Accounting Standard Update 2014-09 | Effect of Change Increase / (Decrease) | ||||
Cash flows from operating activities: | ||||
Net income (loss) | 13,761 | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 985 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (8,802) | |||
Other, net | (6,000) | |||
Deferred revenue, net | $ 56 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Revenue From Contract With Customer [Line Items] | |||
Revenue, performance obligation, description of payment terms | Our services are typically billed on a monthly basis and we do not offer extended payment terms. We do not have contracts with financing components. | ||
Receivables with customers | $ 70,800 | $ 70,800 | |
Contract assets included in accounts receivable | 11,251 | 11,251 | $ 0 |
Gathering Services and Related Fees | |||
Revenue From Contract With Customer [Line Items] | |||
Contract liabilities, revenue | 2,800 | 7,800 | |
Other Noncurrent Assets | |||
Revenue From Contract With Customer [Line Items] | |||
Long-term contract assets included in other noncurrent assets | $ 6,000 | $ 6,000 | |
Maximum | |||
Revenue From Contract With Customer [Line Items] | |||
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 25 years | 25 years |
REVENUE - Schedule of Estimated
REVENUE - Schedule of Estimated Revenue Expected to be Recognized and MVC Shortfall Payments (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2018-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 21 years |
Gathering Services and Related Fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2018-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 84,164 |
Gathering Services and Related Fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 127,743 |
Gathering Services and Related Fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 122,429 |
Gathering Services and Related Fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 102,777 |
Gathering Services and Related Fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | 83,648 |
Gathering Services and Related Fees | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 174,825 |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregated Revenue by Geographic Area and Major Products and Services Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 127,479 | $ 124,945 | $ 372,982 | $ 362,542 |
All Other Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 19,860 | 50,281 | ||
Reportable Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 107,619 | 116,277 | 322,701 | 353,014 |
Reportable Segments | Utica Shale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 7,974 | 9,727 | 28,437 | 28,979 |
Reportable Segments | Williston Basin | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 29,010 | 27,821 | 90,850 | 123,820 |
Reportable Segments | Piceance/DJ Basins | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 42,465 | 53,875 | 127,044 | 122,446 |
Reportable Segments | Barnett Shale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 21,020 | 16,694 | 53,345 | 55,340 |
Reportable Segments | Marcellus Shale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 7,150 | $ 8,160 | 23,025 | $ 22,429 |
Gathering Services and Related Fees | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 86,427 | 260,373 | ||
Gathering Services and Related Fees | All Other Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | (1,778) | (4,123) | ||
Gathering Services and Related Fees | Reportable Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 88,205 | 264,496 | ||
Gathering Services and Related Fees | Reportable Segments | Utica Shale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 7,974 | 28,437 | ||
Gathering Services and Related Fees | Reportable Segments | Williston Basin | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 18,020 | 58,792 | ||
Gathering Services and Related Fees | Reportable Segments | Piceance/DJ Basins | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 36,743 | 108,207 | ||
Gathering Services and Related Fees | Reportable Segments | Barnett Shale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 18,318 | 46,035 | ||
Gathering Services and Related Fees | Reportable Segments | Marcellus Shale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 7,150 | 23,025 | ||
Natural Gas, NGLs and Condensate Sales | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 34,017 | 92,025 | ||
Natural Gas, NGLs and Condensate Sales | All Other Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 21,625 | 54,511 | ||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 12,392 | 37,514 | ||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | Utica Shale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | Williston Basin | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 7,953 | 23,149 | ||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | Piceance/DJ Basins | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 3,650 | 12,650 | ||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | Barnett Shale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 789 | 1,715 | ||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | Marcellus Shale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Other Revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 7,035 | 20,584 | ||
Other Revenues | All Other Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 13 | (107) | ||
Other Revenues | Reportable Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 7,022 | 20,691 | ||
Other Revenues | Reportable Segments | Utica Shale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | ||
Other Revenues | Reportable Segments | Williston Basin | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 3,037 | 8,909 | ||
Other Revenues | Reportable Segments | Piceance/DJ Basins | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 2,072 | 6,187 | ||
Other Revenues | Reportable Segments | Barnett Shale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | 1,913 | 5,595 | ||
Other Revenues | Reportable Segments | Marcellus Shale | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenues | $ 0 | $ 0 |
REVENUE - Schedule of Informati
REVENUE - Schedule of Information about Contract Assets from Contracts with Customers (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Contract With Customer Asset And Liability [Abstract] | |
Contract assets, December 31, 2017 | $ 0 |
Net impact of Topic 606 day 1 adoption | 3,514 |
Additions | 14,906 |
Transfers out | (7,169) |
Contract assets, September 30, 2018 | $ 11,251 |
SEGMENT INFORMATION - Assets, R
SEGMENT INFORMATION - Assets, Revenues, Depreciation and Amortization, and Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Assets | $ 2,978,056 | $ 2,978,056 | $ 2,894,793 | ||
Revenues | 127,479 | $ 124,945 | 372,982 | $ 362,542 | |
Depreciation and amortization | 26,592 | 28,777 | 79,752 | 85,732 | |
Capital expenditures | 137,033 | 86,206 | |||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Capital expenditures | 2,100 | ||||
Reportable Segments | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 2,828,565 | 2,828,565 | 2,815,046 | ||
Revenues | 107,619 | 116,277 | 322,701 | 353,014 | |
Depreciation and amortization | 26,104 | 28,425 | 78,288 | 85,072 | |
Capital expenditures | 68,022 | 53,809 | |||
Reportable Segments | Utica Shale | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 209,105 | 209,105 | 212,311 | ||
Revenues | 7,974 | 9,727 | 28,437 | 28,979 | |
Depreciation and amortization | 1,887 | 1,818 | 5,773 | 5,213 | |
Capital expenditures | 3,922 | 21,425 | |||
Reportable Segments | Ohio Gathering | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 660,254 | 660,254 | 690,485 | ||
Reportable Segments | Williston Basin | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 529,370 | 529,370 | 512,860 | ||
Revenues | 29,010 | 27,821 | 90,850 | 123,820 | |
Depreciation and amortization | 5,672 | 8,405 | 16,903 | 25,171 | |
Capital expenditures | 18,463 | 13,735 | |||
Reportable Segments | Piceance/DJ Basins | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 839,166 | 839,166 | 798,722 | ||
Revenues | 42,465 | 53,875 | 127,044 | 122,446 | |
Depreciation and amortization | 12,512 | 12,199 | 37,517 | 36,635 | |
Capital expenditures | 44,166 | 17,902 | |||
Reportable Segments | Barnett Shale | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 380,161 | 380,161 | 383,306 | ||
Revenues | 21,020 | 16,694 | 53,345 | 55,340 | |
Depreciation and amortization | 3,760 | 3,735 | 11,276 | 11,259 | |
Capital expenditures | 914 | 119 | |||
Reportable Segments | Marcellus Shale | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 210,509 | 210,509 | 217,362 | ||
Revenues | 7,150 | 8,160 | 23,025 | 22,429 | |
Depreciation and amortization | 2,273 | 2,268 | 6,819 | 6,794 | |
Capital expenditures | 557 | 628 | |||
Corporate and Other | |||||
Segment Reporting Information [Line Items] | |||||
Assets | 152,375 | 152,375 | 79,996 | ||
Revenues | 23,636 | 11,816 | 57,234 | 14,964 | |
Depreciation and amortization | 488 | 352 | 1,464 | 660 | |
Capital expenditures | 69,011 | 32,397 | |||
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Assets | (2,884) | (2,884) | $ (249) | ||
Revenues | $ (3,776) | $ (3,148) | $ (6,953) | $ (5,436) |
SEGMENT INFORMATION - Concentra
SEGMENT INFORMATION - Concentration Risk (Details) - Revenue - Customer concentration | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Counterparty A - Piceance/DJ Basins | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 11.00% | 17.00% | 11.00% | 0.00% |
Counterparty B - Barnett Shale | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 12.00% | 0.00% | 10.00% | 0.00% |
Counterparty C - Williston Basin | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 0.00% | 0.00% | 0.00% | 16.00% |
SEGMENT INFORMATION - Adjusted
SEGMENT INFORMATION - Adjusted EBITDA by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 82,740 | $ 82,674 | $ 246,169 | $ 246,189 |
Utica Shale | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 6,521 | 8,412 | 24,459 | 25,857 |
Ohio Gathering | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 10,171 | 10,522 | 29,583 | 29,201 |
Williston Basin | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 19,849 | 16,212 | 54,849 | 51,176 |
Piceance/DJ Basins | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 29,831 | 30,008 | 86,739 | 86,256 |
Barnett Shale | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 10,818 | 10,838 | 31,770 | 35,924 |
Marcellus Shale | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 5,550 | $ 6,682 | $ 18,769 | $ 17,775 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Net Income to Adjusted EBITDA (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting [Abstract] | ||||
Income before income taxes and (loss) income from equity method investees | $ 58,589,000 | $ 93,463,000 | $ 7,488,000 | $ 108,408,000 |
Add: | ||||
Corporate and Other | 9,324,000 | 9,197,000 | 28,949,000 | 28,725,000 |
Interest expense | 14,862,000 | 17,614,000 | 44,821,000 | 51,883,000 |
Early extinguishment of debt | 0 | 0 | 0 | 22,020,000 |
Deferred Purchase Price Obligation | (37,204,000) | (70,499,000) | 53,759,000 | (54,674,000) |
Depreciation and amortization | 26,592,000 | 28,777,000 | 79,752,000 | 85,732,000 |
Proportional adjusted EBITDA for equity method investees | 10,171,000 | 10,522,000 | 29,583,000 | 29,201,000 |
Adjustments related to MVC shortfall payments | (2,999,000) | (10,124,000) | (6,541,000) | (33,186,000) |
Adjustments related to capital reimbursement activity | (106,000) | 0 | 49,000 | 0 |
Unit-based and noncash compensation | 1,965,000 | 1,974,000 | 6,188,000 | 5,973,000 |
Loss (gain) on asset sales, net | 6,000 | 460,000 | (6,000) | 530,000 |
Long-lived asset impairment | 1,540,000 | 1,290,000 | 2,127,000 | 1,577,000 |
Total of reportable segments' measures of profit | $ 82,740,000 | $ 82,674,000 | $ 246,169,000 | $ 246,189,000 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Adjustments Related to Minimum Volume Commitments Shortfall Payments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Net change in deferred revenue for MVC shortfall payments | $ 0 | $ 0 | $ 0 | $ (39,671,000) |
Expected MVC shortfall adjustments | (2,999,000) | (10,124,000) | (6,541,000) | 6,485,000 |
Total adjustments related to MVC shortfall payments | (2,999,000) | (10,124,000) | (6,541,000) | (33,186,000) |
Williston Basin | ||||
Segment Reporting Information [Line Items] | ||||
Net change in deferred revenue for MVC shortfall payments | 0 | 0 | 0 | (37,693,000) |
Expected MVC shortfall adjustments | 2,032,000 | 1,982,000 | (1,354,000) | 5,946,000 |
Total adjustments related to MVC shortfall payments | 2,032,000 | 1,982,000 | (1,354,000) | (31,747,000) |
Piceance/DJ Basins | ||||
Segment Reporting Information [Line Items] | ||||
Net change in deferred revenue for MVC shortfall payments | 0 | 0 | 0 | (1,978,000) |
Expected MVC shortfall adjustments | 0 | (12,200,000) | (93,000) | 867,000 |
Total adjustments related to MVC shortfall payments | 0 | (12,200,000) | (93,000) | (1,111,000) |
Barnett Shale | ||||
Segment Reporting Information [Line Items] | ||||
Net change in deferred revenue for MVC shortfall payments | 0 | 0 | 0 | 0 |
Expected MVC shortfall adjustments | (5,031,000) | 94,000 | (5,094,000) | (328,000) |
Total adjustments related to MVC shortfall payments | $ (5,031,000) | $ 94,000 | $ (5,094,000) | $ (328,000) |
PROPERTY, PLANT, AND EQUIPMEN_3
PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 2,280,045 | $ 2,104,569 | |
Less accumulated depreciation | 368,415 | 309,440 | |
Property, plant and equipment, net | 1,911,630 | $ 1,828,252 | 1,795,129 |
Gathering and processing systems and related equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,031,540 | 1,973,722 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 194,472 | 78,850 | |
Land and line fill | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 11,747 | 11,735 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 42,286 | $ 40,262 |
PROPERTY, PLANT, AND EQUIPMEN_4
PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Depreciation Expense and Capitalized Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 18,567 | $ 18,837 | $ 55,781 | $ 55,935 |
Capitalized interest | $ 2,451 | $ 644 | $ 5,536 | $ 1,562 |
AMORTIZING INTANGIBLE ASSETS _3
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT - Intangible Assets and Liabilities Subject to Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 468,088 | $ 462,629 |
Accumulated amortization | (186,881) | (161,284) |
Net | 281,207 | 301,345 |
Favorable gas gathering contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 24,195 | 24,195 |
Accumulated amortization | (13,517) | (12,350) |
Net | 10,678 | 11,845 |
Contract intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 278,448 | 278,448 |
Accumulated amortization | (137,426) | (117,821) |
Net | 141,022 | 160,627 |
Rights-of-way | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 165,445 | 159,986 |
Accumulated amortization | (35,938) | (31,113) |
Net | 129,507 | 128,873 |
Unfavorable Gas Gathering Contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 10,962 | 10,962 |
Accumulated amortization | (10,692) | (9,074) |
Net | $ 270 | $ 1,888 |
AMORTIZING INTANGIBLE ASSETS _4
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT - Recognized Amortization Expense in Other Revenues and Cost and Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Other Revenue | Favorable gas gathering contracts | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ (389) | $ (390) | $ (1,166) | $ (1,167) |
Other Revenue | Unfavorable Gas Gathering Contract | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | 540 | 540 | 1,618 | 1,619 |
Costs And Expenses | Contract intangibles | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | 6,535 | 8,550 | 19,605 | 25,652 |
Costs And Expenses | Rights-of-way | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 1,641 | $ 1,540 | $ 4,818 | $ 4,597 |
AMORTIZING INTANGIBLE ASSETS _5
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT - Estimated Aggregate Annual Amortization Expected to be Recognized (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Intangible assets | |
2,018 | $ 8,562 |
2,019 | 33,321 |
2,020 | 33,145 |
2,021 | 29,453 |
2,022 | 26,386 |
Unfavorable gas gathering contract | |
2,018 | 270 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | $ 0 |
GOODWILL - Narrative (Details)
GOODWILL - Narrative (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill impairment | $ 0 |
EQUITY METHOD INVESTMENTS - Nar
EQUITY METHOD INVESTMENTS - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule Of Equity Method Investments [Line Items] | |||||
Impairment loss | $ 1,169,000 | $ (350,000) | $ 3,703,000 | $ 3,691,000 | |
Contributions to acquire equity method investments | 0 | 21,581,000 | |||
OGC | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Contributions to acquire equity method investments | $ 0 | $ 0 | |||
OGC | Principal Owner | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Percentage of ownership interest | 40.00% | 40.00% | 40.00% | ||
OGC | Summit Midstream Partners, LLC | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Impairment loss | $ 1,837,000 | ||||
OGC and OCC | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Asset impairment | $ 4,600,000 | $ 8,700,000 | $ 16,900,000 | $ 8,700,000 |
EQUITY METHOD INVESTMENTS - Rol
EQUITY METHOD INVESTMENTS - Rollforward of the Investment in Equity Method Investees (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Equity Method Investment [Roll Forward] | |||||
Investment in equity method investees, September 30, 2018 | $ 660,254 | $ 660,254 | $ 660,254 | ||
September cash distributions | 26,528 | $ 28,715 | |||
Impairment loss | 1,169 | $ (350) | 3,703 | $ 3,691 | |
Investment in equity method investees, net of basis difference, August 31, 2018 | 690,485 | ||||
OGC | Summit Midstream Partners, LLC | |||||
Equity Method Investment [Roll Forward] | |||||
Investment in equity method investees, September 30, 2018 | 660,254 | $ 660,254 | $ 660,254 | ||
September cash distributions | 2,912 | ||||
Impairment loss | 1,837 | ||||
Basis difference | (120,170) | ||||
Investment in equity method investees, net of basis difference, August 31, 2018 | $ 544,833 |
EQUITY METHOD INVESTMENTS - Sta
EQUITY METHOD INVESTMENTS - Statements of Operations Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
OGC | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Total revenues | $ 37,180 | $ 35,144 | $ 106,263 | $ 103,302 |
Total operating expenses | 31,751 | 25,720 | 94,044 | 86,046 |
Net income (loss) | 5,429 | 9,424 | 12,213 | 17,258 |
OCC | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Total revenues | 2,465 | 1,814 | 7,024 | 5,871 |
Total operating expenses | 2,323 | 1,877 | 6,422 | 6,186 |
Net income (loss) | $ (5) | $ (204) | $ 116 | $ (1,396) |
DEFERRED REVENUE - Rollforward
DEFERRED REVENUE - Rollforward of deferred revenue (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | $ 4,000 |
Current deferred revenue, Additions | 19,526 |
Current deferred revenue, Less revenue recognized | 18,462 |
Current deferred revenue, ending balance | 11,152 |
Noncurrent deferred revenue, beginning balance | 12,707 |
Noncurrent deferred revenue, Additions | 13,188 |
Noncurrent deferred revenue, Less reclassification to current deferred revenue | 9,092 |
Noncurrent deferred revenue, ending balance | 39,624 |
Accounting Standard Update 2014-09 | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 10,088 |
Noncurrent deferred revenue, beginning balance | 35,528 |
Accounting Standard Update 2014-09 | Effect of Change Increase / (Decrease) | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 6,088 |
Noncurrent deferred revenue, beginning balance | 22,821 |
Utica Shale | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 0 |
Current deferred revenue, Additions | 14 |
Current deferred revenue, Less revenue recognized | 14 |
Current deferred revenue, ending balance | 18 |
Noncurrent deferred revenue, beginning balance | 0 |
Noncurrent deferred revenue, Additions | 0 |
Noncurrent deferred revenue, Less reclassification to current deferred revenue | 14 |
Noncurrent deferred revenue, ending balance | 25 |
Utica Shale | Accounting Standard Update 2014-09 | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 18 |
Noncurrent deferred revenue, beginning balance | 39 |
Utica Shale | Accounting Standard Update 2014-09 | Effect of Change Increase / (Decrease) | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 18 |
Noncurrent deferred revenue, beginning balance | 39 |
Williston Basin | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 0 |
Current deferred revenue, Additions | 1,367 |
Current deferred revenue, Less revenue recognized | 985 |
Current deferred revenue, ending balance | 1,399 |
Noncurrent deferred revenue, beginning balance | 0 |
Noncurrent deferred revenue, Additions | 1,851 |
Noncurrent deferred revenue, Less reclassification to current deferred revenue | 1,296 |
Noncurrent deferred revenue, ending balance | 4,770 |
Williston Basin | Accounting Standard Update 2014-09 | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 1,017 |
Noncurrent deferred revenue, beginning balance | 4,215 |
Williston Basin | Accounting Standard Update 2014-09 | Effect of Change Increase / (Decrease) | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 1,017 |
Noncurrent deferred revenue, beginning balance | 4,215 |
Piceance/DJ Basins | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 4,000 |
Current deferred revenue, Additions | 16,846 |
Current deferred revenue, Less revenue recognized | 16,186 |
Current deferred revenue, ending balance | 8,056 |
Noncurrent deferred revenue, beginning balance | 12,707 |
Noncurrent deferred revenue, Additions | 9,014 |
Noncurrent deferred revenue, Less reclassification to current deferred revenue | 6,483 |
Noncurrent deferred revenue, ending balance | 25,255 |
Piceance/DJ Basins | Accounting Standard Update 2014-09 | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 7,396 |
Noncurrent deferred revenue, beginning balance | 22,724 |
Piceance/DJ Basins | Accounting Standard Update 2014-09 | Effect of Change Increase / (Decrease) | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 3,396 |
Noncurrent deferred revenue, beginning balance | 10,017 |
Barnett Shale | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 0 |
Current deferred revenue, Additions | 1,236 |
Current deferred revenue, Less revenue recognized | 1,214 |
Current deferred revenue, ending balance | 1,641 |
Noncurrent deferred revenue, beginning balance | 0 |
Noncurrent deferred revenue, Additions | 2,323 |
Noncurrent deferred revenue, Less reclassification to current deferred revenue | 1,236 |
Noncurrent deferred revenue, ending balance | 9,304 |
Barnett Shale | Accounting Standard Update 2014-09 | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 1,619 |
Noncurrent deferred revenue, beginning balance | 8,217 |
Barnett Shale | Accounting Standard Update 2014-09 | Effect of Change Increase / (Decrease) | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 1,619 |
Noncurrent deferred revenue, beginning balance | 8,217 |
Marcellus Shale | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 0 |
Current deferred revenue, Additions | 63 |
Current deferred revenue, Less revenue recognized | 63 |
Current deferred revenue, ending balance | 38 |
Noncurrent deferred revenue, beginning balance | 0 |
Noncurrent deferred revenue, Additions | 0 |
Noncurrent deferred revenue, Less reclassification to current deferred revenue | 63 |
Noncurrent deferred revenue, ending balance | 270 |
Marcellus Shale | Accounting Standard Update 2014-09 | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 38 |
Noncurrent deferred revenue, beginning balance | 333 |
Marcellus Shale | Accounting Standard Update 2014-09 | Effect of Change Increase / (Decrease) | |
Movement in Deferred Revenue [Roll Forward] | |
Current deferred revenue, beginning balance | 38 |
Noncurrent deferred revenue, beginning balance | $ 333 |
DEBT - Components of Long-Term
DEBT - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 1,175,313 | $ 1,051,192 |
SMP Holdings | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | 1,175,313 | 1,051,192 |
SMP Holdings | Senior Secured Revolving Credit Facility Due May 2022 | ||
Line of Credit Facility [Line Items] | ||
Revolving credit facility | 384,000 | 261,000 |
SMP Holdings | Senior Notes Due August 2022 | ||
Line of Credit Facility [Line Items] | ||
Unsecured notes | 300,000 | 300,000 |
Less unamortized debt issuance costs | (2,530) | (2,910) |
SMP Holdings | Senior Notes Due April 2025 | ||
Line of Credit Facility [Line Items] | ||
Unsecured notes | 500,000 | 500,000 |
Less unamortized debt issuance costs | $ (6,157) | $ (6,898) |
DEBT - Components of Long-Ter_2
DEBT - Components of Long-Term Debt (Parenthetical) (Details) - SMP Holdings | Sep. 30, 2018 | Dec. 31, 2017 |
Senior Secured Revolving Credit Facility Due May 2022 | ||
Line of Credit Facility [Line Items] | ||
Variable interest rate | 4.50% | 4.07% |
Senior Notes Due August 2022 | ||
Line of Credit Facility [Line Items] | ||
Stated interest rate | 5.50% | 5.50% |
Senior Notes Due April 2025 | ||
Line of Credit Facility [Line Items] | ||
Stated interest rate | 5.75% | 5.75% |
DEBT - Revolving Credit Facilit
DEBT - Revolving Credit Facility (Narrative) (Details) - Revolving credit facility | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Line of Credit Facility [Line Items] | |
Borrowing capacity | $ 1,250,000,000 |
Revolving credit facility maturity date | 2022-05 |
Accordion feature | $ 250,000,000 |
Commitment fee on unused portion of the facility | 0.375% |
Interest rate at period end | 4.50% |
Unused portion under the facility | $ 866,000,000 |
Debt issuance costs | 9,200,000 |
Debt defaults | $ 0 |
LIBOR | |
Line of Credit Facility [Line Items] | |
Applicable margin | 2.25% |
Minimum | |
Line of Credit Facility [Line Items] | |
Commitment fee on unused portion of the facility | 0.30% |
Minimum | ABR | |
Line of Credit Facility [Line Items] | |
Applicable margin | 0.75% |
Minimum | LIBOR | |
Line of Credit Facility [Line Items] | |
Applicable margin | 1.75% |
Maximum | |
Line of Credit Facility [Line Items] | |
Commitment fee on unused portion of the facility | 0.50% |
Maximum | ABR | |
Line of Credit Facility [Line Items] | |
Applicable margin | 1.75% |
Maximum | LIBOR | |
Line of Credit Facility [Line Items] | |
Applicable margin | 2.75% |
DEBT - Senior Notes (Narrative)
DEBT - Senior Notes (Narrative) (Details) - USD ($) | Jul. 31, 2014 | Jul. 31, 2014 | Feb. 08, 2017 |
5.75% Senior Notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.75% | 5.75% | 5.75% |
Debt face amount | $ 500,000,000 | ||
Summit Holdings and Finance Corporation | Senior Notes Due August 2022 | |||
Debt Instrument [Line Items] | |||
Senior unsecured notes | $ 300,000,000 | $ 300,000,000 | |
Stated interest rate | 5.50% | 5.50% | |
Maturity date | Aug. 15, 2022 | ||
Finance Corp | Summit Holdings | |||
Debt Instrument [Line Items] | |||
Cumulative percentage ownership in subsidiary | 100.00% |
FINANCIAL INSTRUMENTS - Concent
FINANCIAL INSTRUMENTS - Concentration Risk - Narrative (Details) - Customer | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
CONCENTRATIONS OF RISK | ||
Number of top customers | 5 | |
Five Largest Customers | Accounts receivable | Customer concentration | ||
CONCENTRATIONS OF RISK | ||
Concentration risk, percentage | 46.00% | 44.00% |
FINANCIAL INSTRUMENTS - Fair Va
FINANCIAL INSTRUMENTS - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Fair Value, Inputs, Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Level 3 liability, beginning of period | $ 362,959 |
Change in fair value | 53,759 |
Level 3 liability, end of period | $ 416,718 |
FINANCIAL INSTRUMENTS - Fair _2
FINANCIAL INSTRUMENTS - Fair value of Debt Instruments (Details) - Summit Holdings - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Carrying value | 5.5% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 297,470 | $ 297,090 |
Carrying value | Senior Notes 5.75% | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 493,843 | 493,102 |
Fair Value | 5.5% Senior Notes | Estimated fair value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 300,000 | 301,750 |
Fair Value | Senior Notes 5.75% | Estimated fair value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 481,250 | $ 501,667 |
FINANCIAL INSTRUMENTS - Fair _3
FINANCIAL INSTRUMENTS - Fair value of Debt Instruments (Parenthetical) (Details) - Summit Holdings - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
5.5% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 5.50% | 5.50% |
Debt face amount | $ 300,000,000 | $ 300,000,000 |
Senior Notes 5.75% | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 5.75% | |
Debt face amount | $ 500,000,000 |
PARTNERS' CAPITAL - Partners' C
PARTNERS' CAPITAL - Partners' Capital and Schedule of Units (Details) | 9 Months Ended |
Sep. 30, 2018shares | |
Series A Preferred Units | |
Rollforwards of the number of partner units | |
Units, beginning balance (in shares) | 300,000 |
Units, ending balance (in shares) | 300,000 |
Net units issued under the SMLP LTIP (in shares) | 0 |
Common | |
Rollforwards of the number of partner units | |
Units, beginning balance (in shares) | 73,085,996 |
Units, ending balance (in shares) | 73,355,775 |
Net units issued under the SMLP LTIP (in shares) | 269,779 |
General Partner Units | |
Rollforwards of the number of partner units | |
Units, beginning balance (in shares) | 1,490,999 |
Units, ending balance (in shares) | 1,490,999 |
Net units issued under the SMLP LTIP (in shares) | 0 |
PARTNERS' CAPITAL - Narrative (
PARTNERS' CAPITAL - Narrative (Details) $ / shares in Units, $ in Millions | Oct. 25, 2018USD ($)$ / shares | Sep. 30, 2018USD ($)Transaction$ / sharesshares | Sep. 30, 2017$ / shares | Sep. 30, 2018USD ($)Transaction$ / sharesshares | Sep. 30, 2017$ / shares | Dec. 31, 2017USD ($)$ / sharesshares |
Partners Capital [Line Items] | ||||||
Preferred units issued | shares | 300,000 | 300,000 | 300,000 | |||
Per-unit annual distributions to unitholders (in dollars per unit) | $ 0.575 | $ 0.575 | $ 1.725 | $ 1.725 | ||
Surplus in excess (in dollars per share) | $ 0.46 | |||||
Subsequent Event | ||||||
Partners Capital [Line Items] | ||||||
Per-unit annual distributions to unitholders (in dollars per unit) | $ 0.575 | |||||
Cash paid to unit holders | $ | $ 45.2 | |||||
Cash distribution date | Nov. 14, 2018 | |||||
Cash distribution date of record | Nov. 7, 2018 | |||||
Series A Preferred Units | ||||||
Partners Capital [Line Items] | ||||||
Preferred units issued | shares | 300,000 | |||||
Interest in partnership per unit | $ 1,000 | |||||
Common | Public Offering | ||||||
Partners Capital [Line Items] | ||||||
Aggregate offering price | $ | $ 150 | |||||
Transactions under ATM Program | Transaction | 0 | 0 | ||||
Aggregate offering price | $ | $ 132.3 | $ 132.3 | ||||
General Partner | ||||||
Partners Capital [Line Items] | ||||||
Percentage interest in distributions (maximum) | 50.00% |
PARTNERS' CAPITAL - Cash Distri
PARTNERS' CAPITAL - Cash Distributions Paid and Declared (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Equity [Abstract] | ||||
Per-unit annual distributions to unitholders (in dollars per unit) | $ 0.575 | $ 0.575 | $ 1.725 | $ 1.725 |
PARTNERS' CAPITAL - Incentive D
PARTNERS' CAPITAL - Incentive Distribution Rights (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Equity [Abstract] | ||||
IDR payments | $ 2,136 | $ 2,127 | $ 6,400 | $ 6,333 |
EARNINGS PER UNIT (Details)
EARNINGS PER UNIT (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Net income (loss) attributable to limited partners | $ 54,151 | $ 89,547 | $ (2,948) | $ 95,576 |
Phantom Units | ||||
Earnings (loss) per limited partner unit: | ||||
Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU (in shares) | 1 | 0 | 2 | 55 |
Series A Preferred Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Net income (loss) attributable to limited partners | $ 7,125 | $ 0 | $ 21,375 | $ 0 |
Common units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Net income (loss) attributable to limited partners | $ 47,026 | $ 89,547 | $ (24,323) | $ 95,576 |
Weighted-average units outstanding (in shares) | 73,356 | 73,059 | 73,283 | 72,583 |
Effect of nonvested phantom units (in shares) | 400 | 374 | 0 | 318 |
Weighted-average units outstanding – diluted (shares) | 73,756 | 73,433 | 73,283 | 72,901 |
Earnings (loss) per limited partner unit: | ||||
Basic (in dollars per share) | $ 0.64 | $ 1.23 | $ (0.33) | $ 1.32 |
Diluted (in dollars per share) | $ 0.64 | $ 1.22 | $ (0.33) | $ 1.31 |
UNIT-BASED AND NONCASH COMPEN_2
UNIT-BASED AND NONCASH COMPENSATION - Narrative (Details) - SMLP LTIP - $ / shares | 1 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Units remaining available (in shares) | 3,200,000 | |
Phantom Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Granted units (in shares) | 515,358 | |
Grant date fair value (in dollars per share) | $ 15.25 | |
Vesting period (years) | 3 years | |
Units vested (in shares) | 328,388 |
RELATED-PARTY TRANSACTIONS - Ex
RELATED-PARTY TRANSACTIONS - Expenses Incurred by the General Partner and Reimbursed (Details) - General Partner - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operation and maintenance expense | ||||
RELATED-PARTY TRANSACTIONS | ||||
Expenses from transactions with related party | $ 7,161 | $ 6,792 | $ 21,898 | $ 20,404 |
General and administrative expense | ||||
RELATED-PARTY TRANSACTIONS | ||||
Expenses from transactions with related party | $ 7,220 | $ 6,840 | $ 22,818 | $ 23,030 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 957 | $ 1,009 | $ 2,935 | $ 2,811 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2015 | |
Maximum | Meadowlark Midstream Gathering System | Principal Owner | |||
Loss Contingencies [Line Items] | |||
Coverage from pollution liability insurance policy | $ 25,000,000 | $ 25,000,000 | |
Coverage from property and business interruption insurance policy | $ 200,000,000 | ||
Business Interruption | |||
Loss Contingencies [Line Items] | |||
Recoveries recognized | $ 2,600,000 | ||
Property Recoveries | |||
Loss Contingencies [Line Items] | |||
Recoveries recognized | $ 400,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Environmental Matters (Details) - Meadowlark Midstream Gathering System $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Accrual for Environmental Loss Contingencies [Roll Forward] | |
Accrued environmental remediation, beginning balance | $ 5,344 |
Payments made | (3,060) |
Additional accruals | 1,600 |
Accrued environmental remediation, ending balance | $ 3,884 |
ACQUISITIONS AND DROP DOWN TR_2
ACQUISITIONS AND DROP DOWN TRANSACTIONS - 2016 Drop Down (Details) - USD ($) $ in Thousands | Mar. 03, 2016 | Jun. 30, 2016 | Sep. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Deferred purchase price obligation | $ 416,718 | $ 362,959 | ||
Drop Down Assets 2016 Acquisition | ||||
Business Acquisition [Line Items] | ||||
Initial payment | $ 360,000 | |||
Working capital adjustment | $ 600 | |||
Estimated future payment obligation | 470,900 | |||
Deferred purchase price obligation | $ 416,700 | |||
Discount rate | 8.50% |
CONDENSED CONSOLIDATING FINAN_3
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Assets | |||||
Cash and cash equivalents | $ 370 | $ 1,430 | $ 2,911 | $ 7,428 | |
Accounts receivable | 85,458 | 72,301 | |||
Other current assets | 4,360 | 4,327 | |||
Due from affiliate | 0 | ||||
Total current assets | 90,188 | 78,058 | |||
Property, plant and equipment, net | 1,911,630 | $ 1,828,252 | 1,795,129 | ||
Intangible assets, net | 281,207 | 301,345 | |||
Goodwill | 16,211 | 16,211 | |||
Investment in equity method investees | 660,254 | 690,485 | |||
Other noncurrent assets | 18,566 | 13,565 | |||
Investment in subsidiaries | 0 | ||||
Total assets | 2,978,056 | 2,894,793 | |||
Liabilities and Partners' Capital | |||||
Trade accounts payable | 22,569 | 16,375 | |||
Accrued expenses | 18,347 | 12,499 | |||
Due to affiliate | 13 | 1,088 | |||
Deferred revenue | 11,152 | 10,088 | 4,000 | ||
Ad valorem taxes payable | 8,223 | 8,329 | |||
Accrued interest | 15,285 | 12,310 | |||
Accrued environmental remediation | 2,702 | 3,130 | |||
Other current liabilities | 10,388 | 11,258 | |||
Total current liabilities | 88,679 | 68,989 | |||
Long-term debt | 1,175,313 | 1,051,192 | |||
Deferred Purchase Price Obligation | 416,718 | 362,959 | |||
Noncurrent deferred revenue | 39,624 | $ 35,528 | 12,707 | ||
Noncurrent accrued environmental remediation | 1,182 | 2,214 | |||
Other noncurrent liabilities | 5,525 | 7,063 | |||
Total liabilities | 1,727,041 | 1,505,124 | |||
Total partners' capital | 1,251,015 | 1,389,669 | 1,161,308 | 1,169,673 | |
Total liabilities and partners' capital | 2,978,056 | 2,894,793 | |||
Consolidating adjustments | |||||
Assets | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Accounts receivable | 0 | ||||
Other current assets | 0 | ||||
Due from affiliate | (581,988) | (515,097) | |||
Total current assets | (581,988) | (515,097) | |||
Property, plant and equipment, net | 0 | ||||
Intangible assets, net | 0 | ||||
Goodwill | 0 | ||||
Investment in equity method investees | 0 | ||||
Other noncurrent assets | 0 | ||||
Investment in subsidiaries | (5,514,884) | (5,344,164) | |||
Total assets | (6,096,872) | (5,859,261) | |||
Liabilities and Partners' Capital | |||||
Trade accounts payable | 0 | ||||
Accrued expenses | 0 | ||||
Due to affiliate | (581,988) | (515,097) | |||
Deferred revenue | 0 | ||||
Ad valorem taxes payable | 0 | ||||
Accrued interest | 0 | ||||
Accrued environmental remediation | 0 | ||||
Other current liabilities | 0 | ||||
Total current liabilities | (581,988) | (515,097) | |||
Long-term debt | 0 | ||||
Deferred Purchase Price Obligation | 0 | ||||
Noncurrent deferred revenue | 0 | ||||
Noncurrent accrued environmental remediation | 0 | ||||
Other noncurrent liabilities | 0 | ||||
Total liabilities | (581,988) | (515,097) | |||
Total partners' capital | (5,514,884) | (5,344,164) | |||
Total liabilities and partners' capital | (6,096,872) | (5,859,261) | |||
Summit Midstream Partners, LP | Reportable Legal Entities | |||||
Assets | |||||
Cash and cash equivalents | 29 | 126 | 492 | 698 | |
Accounts receivable | 22 | 22 | |||
Other current assets | 843 | 1,188 | |||
Due from affiliate | 0 | ||||
Total current assets | 894 | 1,336 | |||
Property, plant and equipment, net | 5,134 | 4,206 | |||
Intangible assets, net | 0 | ||||
Goodwill | 0 | ||||
Investment in equity method investees | 0 | ||||
Other noncurrent assets | 3,320 | 2,547 | |||
Investment in subsidiaries | 2,082,686 | 2,019,700 | |||
Total assets | 2,092,034 | 2,027,789 | |||
Liabilities and Partners' Capital | |||||
Trade accounts payable | 219 | 209 | |||
Accrued expenses | 725 | 928 | |||
Due to affiliate | 413,900 | 263,935 | |||
Deferred revenue | 0 | ||||
Ad valorem taxes payable | 14 | 0 | |||
Accrued interest | 0 | ||||
Accrued environmental remediation | 0 | ||||
Other current liabilities | 5,386 | 6,395 | |||
Total current liabilities | 420,244 | 271,467 | |||
Long-term debt | 0 | ||||
Deferred Purchase Price Obligation | 416,718 | 362,959 | |||
Noncurrent deferred revenue | 0 | ||||
Noncurrent accrued environmental remediation | 0 | ||||
Other noncurrent liabilities | 4,057 | 3,694 | |||
Total liabilities | 841,019 | 638,120 | |||
Total partners' capital | 1,251,015 | 1,389,669 | |||
Total liabilities and partners' capital | 2,092,034 | 2,027,789 | |||
Co-Issuers | Reportable Legal Entities | |||||
Assets | |||||
Cash and cash equivalents | 3 | 75 | 51 | 51 | |
Accounts receivable | 0 | ||||
Other current assets | 0 | ||||
Due from affiliate | 0 | ||||
Total current assets | 3 | 75 | |||
Property, plant and equipment, net | 0 | ||||
Intangible assets, net | 0 | ||||
Goodwill | 0 | ||||
Investment in equity method investees | 0 | ||||
Other noncurrent assets | 9,184 | 10,913 | |||
Investment in subsidiaries | 3,432,198 | 3,324,464 | |||
Total assets | 3,441,385 | 3,335,452 | |||
Liabilities and Partners' Capital | |||||
Trade accounts payable | 0 | ||||
Accrued expenses | 0 | ||||
Due to affiliate | 168,101 | 252,250 | |||
Deferred revenue | 0 | ||||
Ad valorem taxes payable | 0 | ||||
Accrued interest | 15,285 | 12,310 | |||
Accrued environmental remediation | 0 | ||||
Other current liabilities | 0 | ||||
Total current liabilities | 183,386 | 264,560 | |||
Long-term debt | 1,175,313 | 1,051,192 | |||
Deferred Purchase Price Obligation | 0 | ||||
Noncurrent deferred revenue | 0 | ||||
Noncurrent accrued environmental remediation | 0 | ||||
Other noncurrent liabilities | 0 | ||||
Total liabilities | 1,358,699 | 1,315,752 | |||
Total partners' capital | 2,082,686 | 2,019,700 | |||
Total liabilities and partners' capital | 3,441,385 | 3,335,452 | |||
Guarantor Subsidiaries | Reportable Legal Entities | |||||
Assets | |||||
Cash and cash equivalents | 330 | 1,138 | 1,543 | 5,768 | |
Accounts receivable | 74,766 | 65,842 | |||
Other current assets | 2,922 | 2,697 | |||
Due from affiliate | 513,867 | 493,067 | |||
Total current assets | 591,885 | 562,744 | |||
Property, plant and equipment, net | 1,563,950 | 1,442,333 | |||
Intangible assets, net | 255,317 | 278,958 | |||
Goodwill | 16,211 | 16,211 | |||
Investment in equity method investees | 0 | ||||
Other noncurrent assets | 6,062 | 105 | |||
Investment in subsidiaries | 0 | ||||
Total assets | 2,433,425 | 2,300,351 | |||
Liabilities and Partners' Capital | |||||
Trade accounts payable | 18,523 | 11,283 | |||
Accrued expenses | 16,051 | 10,592 | |||
Due to affiliate | 0 | ||||
Deferred revenue | 10,716 | 4,000 | |||
Ad valorem taxes payable | 7,802 | 7,809 | |||
Accrued interest | 0 | ||||
Accrued environmental remediation | 0 | ||||
Other current liabilities | 4,488 | 4,385 | |||
Total current liabilities | 57,580 | 38,069 | |||
Long-term debt | 0 | ||||
Deferred Purchase Price Obligation | 0 | ||||
Noncurrent deferred revenue | 37,802 | 12,707 | |||
Noncurrent accrued environmental remediation | 0 | ||||
Other noncurrent liabilities | 1,437 | 3,293 | |||
Total liabilities | 96,819 | 54,069 | |||
Total partners' capital | 2,336,606 | 2,246,282 | |||
Total liabilities and partners' capital | 2,433,425 | 2,300,351 | |||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||
Assets | |||||
Cash and cash equivalents | 8 | 91 | $ 825 | $ 911 | |
Accounts receivable | 10,670 | 6,437 | |||
Other current assets | 595 | 442 | |||
Due from affiliate | 68,121 | 22,030 | |||
Total current assets | 79,394 | 29,000 | |||
Property, plant and equipment, net | 342,546 | 348,590 | |||
Intangible assets, net | 25,890 | 22,387 | |||
Goodwill | 0 | ||||
Investment in equity method investees | 660,254 | 690,485 | |||
Other noncurrent assets | 0 | ||||
Investment in subsidiaries | 0 | ||||
Total assets | 1,108,084 | 1,090,462 | |||
Liabilities and Partners' Capital | |||||
Trade accounts payable | 3,827 | 4,883 | |||
Accrued expenses | 1,571 | 979 | |||
Due to affiliate | 0 | ||||
Deferred revenue | 436 | 0 | |||
Ad valorem taxes payable | 407 | 520 | |||
Accrued interest | 0 | ||||
Accrued environmental remediation | 2,702 | 3,130 | |||
Other current liabilities | 514 | 478 | |||
Total current liabilities | 9,457 | 9,990 | |||
Long-term debt | 0 | ||||
Deferred Purchase Price Obligation | 0 | ||||
Noncurrent deferred revenue | 1,822 | 0 | |||
Noncurrent accrued environmental remediation | 1,182 | 2,214 | |||
Other noncurrent liabilities | 31 | 76 | |||
Total liabilities | 12,492 | 12,280 | |||
Total partners' capital | 1,095,592 | 1,078,182 | |||
Total liabilities and partners' capital | $ 1,108,084 | $ 1,090,462 |
CONDENSED CONSOLIDATING FINAN_4
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Total revenues | $ 127,479 | $ 124,945 | $ 372,982 | $ 362,542 |
Costs and expenses: | ||||
Cost of natural gas and NGLs | $ 26,879 | $ 18,177 | $ 71,549 | $ 36,328 |
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember |
Operation and maintenance | $ 24,382 | $ 22,303 | $ 73,452 | $ 70,011 |
General and administrative | 11,740 | 13,289 | 39,666 | 40,370 |
Depreciation and amortization | 26,743 | 28,927 | 80,204 | 86,184 |
Transaction costs | 0 | 0 | 0 | 119 |
Loss (gain) on asset sales, net | 6 | 460 | (6) | 530 |
Long-lived asset impairment | 1,540 | 1,290 | 2,127 | 1,577 |
Total costs and expenses | 91,290 | 84,446 | 266,992 | 235,119 |
Other income | 58 | 79 | 78 | 214 |
Interest expense | (14,862) | (17,614) | (44,821) | (51,883) |
Early extinguishment of debt | 0 | 0 | 0 | (22,020) |
Deferred Purchase Price Obligation | 37,204 | 70,499 | (53,759) | 54,674 |
Income before income taxes and (loss) income from equity method investees | 58,589 | 93,463 | 7,488 | 108,408 |
Income tax benefit (expense) | 35 | (176) | (88) | (417) |
(Loss) income from equity method investees | (1,169) | 350 | (3,703) | (3,691) |
Equity in earnings of consolidated subsidiaries | 0 | 0 | ||
Net income | 57,455 | 93,637 | $ 3,697 | $ 104,300 |
Consolidating adjustments | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Costs and expenses: | ||||
Cost of natural gas and NGLs | $ 0 | $ 0 | ||
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember |
Operation and maintenance | $ 0 | $ 0 | ||
General and administrative | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | ||
Loss (gain) on asset sales, net | 0 | 0 | ||
Long-lived asset impairment | 0 | 0 | ||
Total costs and expenses | 0 | 0 | ||
Other income | 0 | 0 | ||
Interest expense | 0 | 0 | ||
Deferred Purchase Price Obligation | 0 | 0 | ||
Income before income taxes and (loss) income from equity method investees | 0 | 0 | ||
Income tax benefit (expense) | 0 | 0 | ||
(Loss) income from equity method investees | 0 | 0 | ||
Equity in earnings of consolidated subsidiaries | (56,036) | (64,788) | $ (162,363) | $ (175,119) |
Net income | (56,036) | (64,788) | (162,363) | (175,119) |
Gathering Services and Related Fees | ||||
Revenues: | ||||
Total revenues | 86,427 | 96,070 | 260,373 | 298,884 |
Gathering Services and Related Fees | Consolidating adjustments | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Natural Gas, NGLs and Condensate Sales | ||||
Revenues: | ||||
Total revenues | 34,017 | 22,940 | 92,025 | 44,655 |
Natural Gas, NGLs and Condensate Sales | Consolidating adjustments | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Other Revenues | ||||
Revenues: | ||||
Total revenues | 7,035 | 5,935 | $ 20,584 | $ 19,003 |
Other Revenues | Consolidating adjustments | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Summit Midstream Partners, LP | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Costs and expenses: | ||||
Cost of natural gas and NGLs | $ 0 | $ 0 | ||
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember |
Operation and maintenance | $ 0 | $ 0 | ||
General and administrative | 0 | 0 | ||
Depreciation and amortization | 429 | 352 | $ 1,305 | $ 660 |
Transaction costs | 119 | |||
Loss (gain) on asset sales, net | 0 | 0 | ||
Long-lived asset impairment | 0 | 0 | ||
Total costs and expenses | 429 | 352 | 1,305 | 779 |
Other income | 58 | 79 | 78 | 214 |
Interest expense | 0 | 0 | ||
Deferred Purchase Price Obligation | 37,204 | 70,499 | (53,759) | 54,674 |
Income before income taxes and (loss) income from equity method investees | 36,833 | 70,226 | (54,986) | 54,109 |
Income tax benefit (expense) | 35 | (176) | (88) | (417) |
(Loss) income from equity method investees | 0 | 0 | ||
Equity in earnings of consolidated subsidiaries | 20,587 | 23,587 | 58,771 | 50,608 |
Net income | 57,455 | 93,637 | $ 3,697 | $ 104,300 |
Summit Midstream Partners, LP | Gathering Services and Related Fees | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Summit Midstream Partners, LP | Natural Gas, NGLs and Condensate Sales | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Summit Midstream Partners, LP | Other Revenues | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Co-Issuers | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Costs and expenses: | ||||
Cost of natural gas and NGLs | $ 0 | $ 0 | ||
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember |
Operation and maintenance | $ 0 | $ 0 | ||
General and administrative | 0 | 0 | ||
Depreciation and amortization | 0 | 0 | ||
Loss (gain) on asset sales, net | 0 | 0 | ||
Long-lived asset impairment | 0 | 0 | ||
Total costs and expenses | 0 | 0 | ||
Other income | 0 | 0 | ||
Interest expense | (14,862) | (17,614) | $ (44,821) | $ (51,883) |
Early extinguishment of debt | (22,020) | |||
Deferred Purchase Price Obligation | 0 | 0 | ||
Income before income taxes and (loss) income from equity method investees | (14,862) | (17,614) | (44,821) | (73,903) |
Income tax benefit (expense) | 0 | 0 | ||
(Loss) income from equity method investees | 0 | 0 | ||
Equity in earnings of consolidated subsidiaries | 35,449 | 41,201 | 103,592 | 124,511 |
Net income | 20,587 | 23,587 | 58,771 | 50,608 |
Co-Issuers | Gathering Services and Related Fees | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Co-Issuers | Natural Gas, NGLs and Condensate Sales | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Co-Issuers | Other Revenues | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 113,837 | 110,969 | 328,438 | 315,808 |
Costs and expenses: | ||||
Cost of natural gas and NGLs | $ 26,879 | $ 18,177 | $ 71,549 | $ 36,328 |
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember |
Operation and maintenance | $ 21,721 | $ 20,217 | $ 66,095 | $ 64,405 |
General and administrative | 10,535 | 11,919 | 34,786 | 35,283 |
Depreciation and amortization | 22,863 | 25,247 | 68,500 | 75,772 |
Loss (gain) on asset sales, net | 1 | (82) | (74) | (11) |
Long-lived asset impairment | 275 | 696 | 862 | 698 |
Total costs and expenses | 82,274 | 76,174 | 241,718 | 212,475 |
Other income | 0 | 0 | ||
Interest expense | 0 | 0 | ||
Deferred Purchase Price Obligation | 0 | 0 | ||
Income before income taxes and (loss) income from equity method investees | 31,563 | 34,795 | 86,720 | 103,333 |
Income tax benefit (expense) | 0 | 0 | ||
(Loss) income from equity method investees | 0 | 0 | ||
Equity in earnings of consolidated subsidiaries | 0 | 0 | ||
Net income | 31,563 | 34,795 | 86,720 | 103,333 |
Guarantor Subsidiaries | Gathering Services and Related Fees | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 73,014 | 82,152 | 216,371 | 252,344 |
Guarantor Subsidiaries | Natural Gas, NGLs and Condensate Sales | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 34,017 | 22,940 | 92,025 | 44,655 |
Guarantor Subsidiaries | Other Revenues | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 6,806 | 5,877 | 20,042 | 18,809 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 13,642 | 13,976 | $ 44,544 | $ 46,734 |
Costs and expenses: | ||||
Cost of natural gas and NGLs | $ 0 | $ 0 | ||
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember |
Operation and maintenance | $ 2,661 | $ 2,086 | $ 7,357 | $ 5,606 |
General and administrative | 1,205 | 1,370 | 4,880 | 5,087 |
Depreciation and amortization | 3,451 | 3,328 | 10,399 | 9,752 |
Loss (gain) on asset sales, net | 5 | 542 | 68 | 541 |
Long-lived asset impairment | 1,265 | 594 | 1,265 | 879 |
Total costs and expenses | 8,587 | 7,920 | 23,969 | 21,865 |
Other income | 0 | 0 | ||
Interest expense | 0 | 0 | ||
Deferred Purchase Price Obligation | 0 | 0 | ||
Income before income taxes and (loss) income from equity method investees | 5,055 | 6,056 | 20,575 | 24,869 |
Income tax benefit (expense) | 0 | 0 | ||
(Loss) income from equity method investees | (1,169) | 350 | (3,703) | (3,691) |
Equity in earnings of consolidated subsidiaries | 0 | 0 | ||
Net income | 3,886 | 6,406 | 16,872 | 21,178 |
Non-Guarantor Subsidiaries | Gathering Services and Related Fees | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 13,413 | 13,918 | 44,002 | 46,540 |
Non-Guarantor Subsidiaries | Natural Gas, NGLs and Condensate Sales | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | 0 | 0 | ||
Non-Guarantor Subsidiaries | Other Revenues | Reportable Legal Entities | ||||
Revenues: | ||||
Total revenues | $ 229 | $ 58 | $ 542 | $ 194 |
CONDENSED CONSOLIDATING FINAN_5
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Cash Flow Statement (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | $ 166,492 | $ 196,497 |
Cash flows from investing activities: | ||
Capital expenditures | (137,033) | (86,206) |
Proceeds from asset sale | 496 | 2,300 |
Contributions to equity method investees | 0 | (21,581) |
Other, net | (209) | (579) |
Advances to affiliates | 0 | 0 |
Net cash provided by (used in) investing activities | (136,746) | (106,066) |
Cash flows from financing activities: | ||
Distributions to unitholders | (134,066) | |
Borrowings under Revolving Credit Facility | 202,000 | 177,500 |
Repayments under Revolving Credit Facility | (79,000) | (319,500) |
Debt issuance costs | (334) | (15,891) |
Payment of redemption and call premiums on senior notes | 0 | (17,913) |
Proceeds from ATM Program common unit issuances, net of costs | 0 | 17,251 |
Contribution from General Partner | 0 | 465 |
Issuance of senior notes | 0 | 500,000 |
Tender and redemption of senior notes | 0 | (300,000) |
Other, net | (3,738) | (2,794) |
Advances from affiliates | 0 | 0 |
Net cash provided by (used in) financing activities | (30,806) | (94,948) |
Net change in cash and cash equivalents | (1,060) | (4,517) |
Cash and cash equivalents, beginning of period | 1,430 | 7,428 |
Cash and cash equivalents, end of period | 370 | 2,911 |
Consolidating adjustments | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Capital expenditures | 0 | 0 |
Proceeds from asset sale | 0 | 0 |
Contributions to equity method investees | 0 | |
Other, net | 0 | 0 |
Advances to affiliates | 151,040 | 91,269 |
Net cash provided by (used in) investing activities | 151,040 | 91,269 |
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | |
Borrowings under Revolving Credit Facility | 0 | 0 |
Repayments under Revolving Credit Facility | 0 | 0 |
Debt issuance costs | 0 | 0 |
Payment of redemption and call premiums on senior notes | 0 | |
Proceeds from ATM Program common unit issuances, net of costs | 0 | |
Contribution from General Partner | 0 | |
Issuance of senior notes | 0 | |
Tender and redemption of senior notes | 0 | |
Other, net | 0 | 0 |
Advances from affiliates | (151,040) | (91,269) |
Net cash provided by (used in) financing activities | (151,040) | (91,269) |
Net change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents, beginning of period | 0 | 0 |
Cash and cash equivalents, end of period | 0 | 0 |
Summit Midstream Partners, LP | Reportable Legal Entities | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 3,687 | 5,707 |
Cash flows from investing activities: | ||
Capital expenditures | (2,101) | (995) |
Proceeds from asset sale | 0 | 0 |
Contributions to equity method investees | 0 | |
Other, net | (209) | (579) |
Advances to affiliates | 0 | 11,768 |
Net cash provided by (used in) investing activities | (2,310) | 10,194 |
Cash flows from financing activities: | ||
Distributions to unitholders | (134,066) | |
Borrowings under Revolving Credit Facility | 0 | 0 |
Repayments under Revolving Credit Facility | 0 | 0 |
Debt issuance costs | 0 | 0 |
Payment of redemption and call premiums on senior notes | 0 | |
Proceeds from ATM Program common unit issuances, net of costs | 17,251 | |
Contribution from General Partner | 465 | |
Issuance of senior notes | 0 | |
Tender and redemption of senior notes | 0 | |
Other, net | (2,780) | (2,794) |
Advances from affiliates | 151,040 | 103,037 |
Net cash provided by (used in) financing activities | (1,474) | (16,107) |
Net change in cash and cash equivalents | (97) | (206) |
Cash and cash equivalents, beginning of period | 126 | 698 |
Cash and cash equivalents, end of period | 29 | 492 |
Co-Issuers | Reportable Legal Entities | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | (38,590) | (45,854) |
Cash flows from investing activities: | ||
Capital expenditures | 0 | 0 |
Proceeds from asset sale | 0 | 0 |
Contributions to equity method investees | 0 | |
Other, net | 0 | 0 |
Advances to affiliates | (84,148) | 21,658 |
Net cash provided by (used in) investing activities | (84,148) | 21,658 |
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | |
Borrowings under Revolving Credit Facility | 202,000 | 177,500 |
Repayments under Revolving Credit Facility | (79,000) | (319,500) |
Debt issuance costs | (334) | (15,891) |
Payment of redemption and call premiums on senior notes | (17,913) | |
Proceeds from ATM Program common unit issuances, net of costs | 0 | |
Contribution from General Partner | 0 | |
Issuance of senior notes | 500,000 | |
Tender and redemption of senior notes | (300,000) | |
Other, net | 0 | 0 |
Advances from affiliates | 0 | 0 |
Net cash provided by (used in) financing activities | 122,666 | 24,196 |
Net change in cash and cash equivalents | (72) | 0 |
Cash and cash equivalents, beginning of period | 75 | 51 |
Cash and cash equivalents, end of period | 3 | 51 |
Guarantor Subsidiaries | Reportable Legal Entities | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 148,237 | 176,442 |
Cash flows from investing activities: | ||
Capital expenditures | (127,362) | (64,413) |
Proceeds from asset sale | 0 | 0 |
Contributions to equity method investees | 0 | |
Other, net | 0 | 0 |
Advances to affiliates | (20,802) | (116,254) |
Net cash provided by (used in) investing activities | (148,164) | (180,667) |
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | |
Borrowings under Revolving Credit Facility | 0 | 0 |
Repayments under Revolving Credit Facility | 0 | 0 |
Debt issuance costs | 0 | 0 |
Payment of redemption and call premiums on senior notes | 0 | |
Proceeds from ATM Program common unit issuances, net of costs | 0 | |
Contribution from General Partner | 0 | |
Issuance of senior notes | 0 | |
Tender and redemption of senior notes | 0 | |
Other, net | (881) | 0 |
Advances from affiliates | 0 | 0 |
Net cash provided by (used in) financing activities | (881) | 0 |
Net change in cash and cash equivalents | (808) | (4,225) |
Cash and cash equivalents, beginning of period | 1,138 | 5,768 |
Cash and cash equivalents, end of period | 330 | 1,543 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Cash flows from operating activities: | ||
Net cash provided by (used in) operating activities | 53,158 | 60,202 |
Cash flows from investing activities: | ||
Capital expenditures | (7,570) | (20,798) |
Proceeds from asset sale | 496 | 2,300 |
Contributions to equity method investees | (21,581) | |
Other, net | 0 | 0 |
Advances to affiliates | (46,090) | (8,441) |
Net cash provided by (used in) investing activities | (53,164) | (48,520) |
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | |
Borrowings under Revolving Credit Facility | 0 | 0 |
Repayments under Revolving Credit Facility | 0 | 0 |
Debt issuance costs | 0 | 0 |
Payment of redemption and call premiums on senior notes | 0 | |
Proceeds from ATM Program common unit issuances, net of costs | 0 | |
Contribution from General Partner | 0 | |
Issuance of senior notes | 0 | |
Tender and redemption of senior notes | 0 | |
Other, net | (77) | 0 |
Advances from affiliates | 0 | (11,768) |
Net cash provided by (used in) financing activities | (77) | (11,768) |
Net change in cash and cash equivalents | (83) | (86) |
Cash and cash equivalents, beginning of period | 91 | 911 |
Cash and cash equivalents, end of period | 8 | 825 |
Common units | ||
Cash flows from financing activities: | ||
Distributions to unitholders | (135,484) | (134,066) |
Common units | Consolidating adjustments | ||
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | |
Common units | Summit Midstream Partners, LP | Reportable Legal Entities | ||
Cash flows from financing activities: | ||
Distributions to unitholders | (135,484) | |
Common units | Co-Issuers | Reportable Legal Entities | ||
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | |
Common units | Guarantor Subsidiaries | Reportable Legal Entities | ||
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | |
Common units | Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | |
Series A Preferred Units | ||
Cash flows from financing activities: | ||
Distributions to unitholders | (14,250) | $ 0 |
Series A Preferred Units | Consolidating adjustments | ||
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | |
Series A Preferred Units | Summit Midstream Partners, LP | Reportable Legal Entities | ||
Cash flows from financing activities: | ||
Distributions to unitholders | (14,250) | |
Series A Preferred Units | Co-Issuers | Reportable Legal Entities | ||
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | |
Series A Preferred Units | Guarantor Subsidiaries | Reportable Legal Entities | ||
Cash flows from financing activities: | ||
Distributions to unitholders | 0 | |
Series A Preferred Units | Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Cash flows from financing activities: | ||
Distributions to unitholders | $ 0 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - Utica Shale, Ohio Gathering and Williston Basin Segments - USD ($) $ in Millions | 1 Months Ended | |
Oct. 31, 2018 | Sep. 30, 2018 | |
Subsequent Event [Line Items] | ||
Estimated future payment obligation | $ 470.9 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Deferred purchase price obligation, change in amount | $ 16.9 | |
Deferred purchase price obligation | $ 454 |