Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 13, 2019 | Jun. 30, 2018 | |
Entity Information [Line Items] | |||
Entity Registrant Name | Summit Midstream Partners, LP | ||
Entity Central Index Key | 1,549,922 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 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 | ||
Entity Shell Company | false | ||
Entity Public Float | $ 633,243,457 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SMLP | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Common units | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 73,462,254 | ||
General Partner Units | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,490,999 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 4,345 | $ 1,430 |
Accounts receivable | 97,936 | 72,301 |
Other current assets | 3,971 | 4,327 |
Total current assets | 106,252 | 78,058 |
Property, plant and equipment, net | 1,963,713 | 1,795,129 |
Intangible assets, net | 273,416 | 301,345 |
Goodwill | 16,211 | 16,211 |
Investment in equity method investees | 649,250 | 690,485 |
Other noncurrent assets | 11,720 | 13,565 |
Total assets | 3,020,562 | 2,894,793 |
Current liabilities: | ||
Trade accounts payable | 38,414 | 16,375 |
Accrued expenses | 21,963 | 12,499 |
Due to affiliate | 240 | 1,088 |
Deferred revenue | 11,467 | 4,000 |
Ad valorem taxes payable | 10,550 | 8,329 |
Accrued interest | 12,286 | 12,310 |
Accrued environmental remediation | 2,487 | 3,130 |
Other current liabilities | 12,645 | 11,258 |
Total current liabilities | 110,052 | 68,989 |
Long-term debt | 1,257,731 | 1,051,192 |
Deferred Purchase Price Obligation | 383,934 | 362,959 |
Noncurrent deferred revenue | 39,504 | 12,707 |
Noncurrent accrued environmental remediation | 3,149 | 2,214 |
Other noncurrent liabilities | 4,968 | 7,063 |
Total liabilities | 1,799,338 | 1,505,124 |
Commitments and contingencies (Note 16) | ||
Series A Preferred Units (300,000 units issued and outstanding at December 31, 2018 and December 31, 2017) | 293,616 | 294,426 |
Common limited partner capital (73,390,853 units issued and outstanding at December 31, 2018 and 73,085,996 units issued and outstanding at December 31, 2017) | 902,358 | 1,056,510 |
General Partner interests (1,490,999 units issued and outstanding at December 31, 2018 and December 31, 2017) | 25,250 | 27,920 |
Noncontrolling interest | 10,813 | |
Total partners' capital | 1,221,224 | 1,389,669 |
Total liabilities and partners' capital | $ 3,020,562 | $ 2,894,793 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 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 | 73,390,853 | 73,085,996 |
Common limited partner capital (in shares), outstanding | 73,390,853 | 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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | |||
Total revenues | $ 506,653 | $ 488,741 | $ 402,362 |
Costs and expenses: | |||
Cost of natural gas and NGLs | $ 107,661 | $ 57,237 | $ 27,421 |
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember |
Operation and maintenance | $ 96,878 | $ 93,882 | $ 95,334 |
General and administrative | 52,877 | 54,681 | 52,410 |
Depreciation and amortization | 107,100 | 115,475 | 112,239 |
Transaction costs | 0 | 73 | 1,321 |
Loss on asset sales, net | 0 | 527 | 93 |
Long-lived asset impairment | 7,186 | 188,702 | 1,764 |
Total costs and expenses | 371,702 | 510,577 | 290,582 |
Other (expense) income | (169) | 298 | 116 |
Interest expense | (60,535) | (68,131) | (63,810) |
Early extinguishment of debt | 0 | (22,039) | 0 |
Deferred Purchase Price Obligation | (20,975) | 200,322 | (55,854) |
Income (loss) before income taxes and loss from equity method investees | 53,272 | 88,614 | (7,768) |
Income tax expense | (33) | (341) | (75) |
Loss from equity method investees | (10,888) | (2,223) | (30,344) |
Net income (loss) | 42,351 | 86,050 | (38,187) |
Net income attributable to Summit Investments | 0 | 0 | 2,745 |
Net income (loss) attributable to noncontrolling interest | 168 | 363 | (14) |
Net income (loss) attributable to SMLP | 42,183 | 85,687 | (40,918) |
Net income attributable to General Partner, including IDRs | 9,384 | 10,202 | 7,261 |
Net income (loss) attributable to limited partners | 32,799 | 75,485 | (48,179) |
Series A Preferred Units | |||
Costs and expenses: | |||
Net income (loss) attributable to limited partners | 28,500 | 3,563 | 0 |
Common units | |||
Costs and expenses: | |||
Net income (loss) attributable to limited partners | $ 4,299 | $ 71,922 | $ (48,179) |
Earnings (loss) per limited partner unit: | |||
Basic (in dollars per share) | $ 0.06 | $ 0.99 | $ (0.71) |
Diluted (in dollars per share) | $ 0.06 | $ 0.98 | $ (0.71) |
Weighted-average limited partner units outstanding: | |||
Basic (shares) | 73,304 | 72,705 | 68,264 |
Diluted (shares) | 73,615 | 73,047 | 68,264 |
Gathering Services and Related Fees | |||
Revenues: | |||
Total revenues | $ 344,616 | $ 394,427 | $ 345,961 |
Natural Gas, NGLs and Condensate Sales | |||
Revenues: | |||
Total revenues | 134,834 | 68,459 | 35,833 |
Other Revenues | |||
Revenues: | |||
Total revenues | $ 27,203 | $ 25,855 | $ 20,568 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL - USD ($) $ in Thousands | Total | At Market Program | Class B membership interest | Adjustment | Noncontrolling interest | Noncontrolling interestAt Market Program | Noncontrolling interestClass B membership interest | Noncontrolling interestAdjustment | Summit Investments' equity in contributed subsidiaries | Summit Investments' equity in contributed subsidiariesClass B membership interest | Common | CommonAt Market Program | CommonClass B membership interest | CommonAdjustment | Limited partners, Subordinated | Limited partners, SubordinatedClass B membership interest | General Partner | General PartnerAt Market Program | General PartnerClass B membership interest | General PartnerAdjustment | Limited partners, Series A Preferred Units | Limited partners, Series A Preferred UnitsAt Market Program | Limited partners, Series A Preferred UnitsAdjustment |
Beginning balance at Dec. 31, 2015 | $ 1,747,299 | $ 0 | $ 763,057 | $ 744,977 | $ 213,631 | $ 25,634 | |||||||||||||||||
Net (loss) income | (38,187) | (14) | 2,745 | (49,219) | 1,040 | 7,261 | |||||||||||||||||
Distributions to unitholders | (167,504) | 0 | 0 | (142,214) | (14,034) | (11,256) | |||||||||||||||||
Unit-based compensation | 7,550 | $ 435 | 0 | $ 0 | 0 | $ 130 | 7,550 | $ 305 | 0 | $ 0 | 0 | $ 0 | |||||||||||
Tax withholdings on vested SMLP LTIP awards | (1,181) | 0 | 0 | (1,181) | 0 | 0 | |||||||||||||||||
Issuance of common/preferred units, net of offering costs | 125,233 | 0 | 0 | 125,233 | 0 | 0 | |||||||||||||||||
Contribution from General Partner | 2,702 | 0 | 0 | 0 | 0 | 2,702 | |||||||||||||||||
Subordinated units conversion | 0 | 0 | 0 | 200,637 | (200,637) | 0 | |||||||||||||||||
Purchase of contributed Subsidiaries | (866,858) | 0 | (866,858) | 0 | 0 | 0 | |||||||||||||||||
Establishment of noncontrolling interest | 0 | 11,261 | (11,261) | 0 | 0 | 0 | |||||||||||||||||
Distribution of debt related to Carve-Out Financial Statements of Summit Investments | 342,926 | 0 | 342,926 | 0 | 0 | 0 | |||||||||||||||||
Excess of acquired carrying value over consideration paid | 0 | 0 | (247,997) | 243,044 | 0 | 4,953 | |||||||||||||||||
Cash advance from Summit Investments to contributed subsidiaries, net | 12,214 | 0 | 12,214 | 0 | 0 | 0 | |||||||||||||||||
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 4,821 | 0 | 4,821 | 0 | 0 | 0 | |||||||||||||||||
Capitalized interest allocated from Summit Investments to contributed subsidiaries | 223 | 0 | 223 | 0 | 0 | 0 | |||||||||||||||||
Ending balance at Dec. 31, 2016 | 1,169,673 | 11,247 | $ 0 | 1,129,132 | $ 0 | 29,294 | $ 0 | ||||||||||||||||
Net (loss) income | 86,050 | 363 | 71,922 | 10,202 | 3,563 | ||||||||||||||||||
Distributions to unitholders | (181,478) | 0 | (167,062) | (12,041) | (2,375) | ||||||||||||||||||
Unit-based compensation | 7,878 | 0 | 7,878 | 0 | 0 | ||||||||||||||||||
Tax withholdings on vested SMLP LTIP awards | (2,236) | 0 | (2,236) | 0 | 0 | ||||||||||||||||||
Issuance of common/preferred units, net of offering costs | 293,238 | $ 17,078 | 0 | $ 0 | 0 | $ 17,078 | 0 | $ 0 | 293,238 | $ 0 | |||||||||||||
Contribution from General Partner | 465 | 0 | 0 | 465 | 0 | ||||||||||||||||||
Purchase of noncontrolling interest | (797) | (797) | 0 | 0 | 0 | ||||||||||||||||||
Other | (202) | 0 | (202) | 0 | 0 | ||||||||||||||||||
Ending 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 | |||||||||||||
January 1, 2018 impact of Topic 606day 1 adoption | 4,214 | 0 | 4,130 | 84 | 0 | ||||||||||||||||||
Net (loss) income | 42,351 | 168 | 4,299 | 9,384 | 28,500 | ||||||||||||||||||
Distributions to unitholders | (209,205) | 0 | (168,567) | (12,138) | (28,500) | ||||||||||||||||||
Unit-based compensation | 8,088 | 0 | 8,088 | 0 | 0 | ||||||||||||||||||
Tax withholdings on vested SMLP LTIP awards | (1,974) | 0 | (1,974) | 0 | 0 | ||||||||||||||||||
Purchase of noncontrolling interest | (10,981) | (10,981) | 0 | 0 | 0 | ||||||||||||||||||
Other | (938) | 0 | (128) | 0 | (810) | ||||||||||||||||||
Ending balance at Dec. 31, 2018 | $ 1,221,224 | $ 0 | $ 902,358 | $ 25,250 | $ 293,616 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 42,351 | $ 86,050 | $ (38,187) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 106,767 | 114,872 | 112,661 |
Amortization of debt issuance costs | 4,285 | 4,158 | 3,976 |
Deferred Purchase Price Obligation | 20,975 | (200,322) | 55,854 |
Unit-based and noncash compensation | 8,328 | 7,951 | 7,985 |
Loss from equity method investees | 10,888 | 2,223 | 30,344 |
Distributions from equity method investees | 35,271 | 40,220 | 44,991 |
Loss on asset sales, net | 0 | 527 | 93 |
Long-lived asset impairment | 7,186 | 188,702 | 1,764 |
Early extinguishment of debt | 0 | 22,039 | 0 |
Write-off of debt issuance costs | 0 | 302 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (21,535) | 25,063 | (7,783) |
Trade accounts payable | 81 | (3,246) | 2,001 |
Accrued expenses | 9,464 | 1,110 | 4,613 |
Due (to) from affiliate | (848) | 830 | (891) |
Deferred revenue, net | 5,355 | (40,758) | 11,302 |
Ad valorem taxes payable | 2,221 | (2,259) | 317 |
Accrued interest | (24) | (5,173) | 0 |
Accrued environmental remediation, net | (3,808) | (4,109) | (4,211) |
Other, net | 972 | (348) | 5,666 |
Net cash provided by operating activities | 227,929 | 237,832 | 230,495 |
Cash flows from investing activities: | |||
Capital expenditures | (200,586) | (124,215) | (142,719) |
Proceeds from asset sale | 496 | 2,300 | 0 |
Contributions to equity method investees | (4,924) | (25,513) | (31,582) |
Acquisitions of gathering systems from affiliate, net of acquired cash | 0 | 0 | (359,431) |
Purchase of noncontrolling interest | (10,981) | (797) | 0 |
Other, net | (284) | (458) | (394) |
Net cash provided by (used in) investing activities | (216,279) | (148,683) | (534,126) |
Cash flows from financing activities: | |||
Borrowings under Revolving Credit Facility | 289,000 | 247,500 | 520,300 |
Repayments under Revolving Credit Facility | (84,000) | (634,500) | (204,300) |
Debt issuance costs | (344) | (16,390) | (3,032) |
Payment of redemption and call premiums on senior notes | 0 | (17,932) | 0 |
Proceeds from ATM Program common unit issuances, net of costs | 0 | 17,078 | 0 |
Proceeds from underwritten issuance of common units, net of costs | 0 | 0 | 125,233 |
Proceeds from issuance of Series A Preferred Units, net of costs | 0 | 293,238 | 0 |
Contribution from General Partner | 0 | 465 | 2,702 |
Cash advance from Summit Investments to contributed subsidiaries, net | 0 | 0 | 12,214 |
Expenses paid by Summit Investments on behalf of contributed subsidiaries | 0 | 0 | 4,821 |
Issuance of senior notes | 0 | 500,000 | 0 |
Tender and redemption of senior notes | 0 | (300,000) | 0 |
Other, net | (4,186) | (3,128) | (1,168) |
Net cash (used in) provided by financing activities | (8,735) | (95,147) | 289,266 |
Net change in cash and cash equivalents | 2,915 | (5,998) | (14,365) |
Cash and cash equivalents, beginning of period | 1,430 | 7,428 | 21,793 |
Cash and cash equivalents, end of period | 4,345 | 1,430 | 7,428 |
Supplemental cash flow disclosures: | |||
Cash interest paid | 64,678 | 71,488 | 63,000 |
Less capitalized interest | 8,497 | 2,579 | 3,709 |
Interest paid (net of capitalized interest) | 56,181 | 68,909 | 59,291 |
Cash paid for taxes | 175 | 0 | 0 |
Noncash investing and financing activities | |||
Capital expenditures in trade accounts payable (period-end accruals) | 33,750 | 11,792 | 8,422 |
Issuance of Deferred Purchase Price Obligation to affiliate to partially fund the 2016 Drop Down | 0 | 0 | 507,427 |
Excess of acquired carrying value over consideration paid and recognized for 2016 Drop Down Assets | 0 | 0 | 247,997 |
Distribution of debt related to Carve-Out Financial Statements of Summit Investments | 0 | 0 | 342,926 |
Capitalized interest allocated to contributed subsidiaries from Summit Investments | 0 | 0 | 223 |
Capital expenditures relating to contributions in aid of construction for Topic 606 day 1 adoption | 33,123 | 0 | 0 |
Common units | |||
Cash flows from financing activities: | |||
Distributions to unitholders | (180,705) | (179,103) | (167,504) |
Series A Preferred Units | |||
Cash flows from financing activities: | |||
Distributions to unitholders | $ (28,500) | $ (2,375) | $ 0 |
ORGANIZATION, BUSINESS OPERATIO
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION | 12 Months Ended |
Dec. 31, 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, compress, treat and/or 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, a crude oil, produced water and associated natural gas gathering system 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; • 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; • Summit Permian, an associated natural gas gathering and processing system in the northern Delaware Basin, which includes the Wolfcamp and Bone Spring formations, in southeastern New Mexico; • 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; • DFW Midstream, a natural gas gathering system operating in the Fort Worth Basin, which includes the Barnett Shale formation in north-central Texas; and • Mountaineer Midstream, a natural gas gathering system operating in the Appalachian Basin, which includes the Marcellus Shale formation in northern West Virginia. Summit Marketing provides natural gas and crude oil marketing services in and around our gathering systems. 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) Presentation and Consolidation. We prepare our 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. The consolidated financial statements include the assets, liabilities and results of operations of SMLP and its subsidiaries. All intercompany transactions among the consolidated entities have been eliminated in consolidation. Comprehensive income or loss is the same as net income or loss for all periods presented. SMLP recognized its drop down acquisitions at Summit Investments' historical cost because the acquisitions were executed by entities under common control. The excess of Summit Investments' net investment over the consideration paid and recognized for a contributed subsidiary is recognized as an addition to partners' capital, while the excess of purchase price paid and recognized over net investment is recognized as a reduction to partners' capital. Due to the common control aspect, we account for drop down transactions on an “as-if pooled” basis for the periods during which common control existed. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents. We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Accounts Receivable. Accounts receivable relate to gathering and other services provided to our customers and other counterparties. We evaluate the collectability of accounts receivable and the need for an allowance for doubtful accounts based on customer-specific facts and circumstances. To the extent we doubt the collectability of a specific customer or counterparty receivable, we recognize an allowance for doubtful accounts. Uncollectible receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or a receivable amount is deemed otherwise unrealizable. Property, Plant and Equipment. We record property, plant and equipment at historical cost of construction or fair value of the assets at acquisition. We capitalize expenditures that extend the useful life of an asset or enhance its productivity or efficiency from its original design over the expected remaining period of use. For maintenance and repairs that do not add capacity or extend the useful life of an asset, we recognize expenditures as an expense as incurred. We capitalize project costs incurred during construction, including interest on funds borrowed to finance the construction of facilities, as construction in progress. We record depreciation on a straight-line basis over an asset’s estimated useful life. We base our estimates for useful life on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Estimates of useful lives follow. Useful lives (In years) (In years) Gathering and processing systems and related equipment 12-30 Other 4-15 Construction in progress is depreciated consistent with its applicable asset class once it is placed in service. Land and line fill are not depreciated. We base an asset’s carrying value on estimates, assumptions and judgments for useful life and salvage value. Upon sale, retirement or other disposal, we remove the carrying value of an asset and its accumulated depreciation from our balance sheet and recognize the related gain or loss, if any. Accrued capital expenditures are reflected in trade accounts payable. Asset Retirement Obligations. We record a liability for asset retirement obligations only if and when a future asset retirement obligation with a determinable life is identified. For identified asset retirement obligations, we then evaluate whether the expected date and related costs of retirement can be estimated. We have concluded that our gathering and processing assets have an indeterminate life because they are owned and will operate for an indeterminate period when properly maintained. Because we did not have sufficient information to reasonably estimate the amount or timing of such obligations and we have no current plan to discontinue use of any significant assets, we did not provide for any asset retirement obligations as of December 31, 2018 or 2017. Amortizing Intangibles. Upon the acquisition of DFW Midstream, certain of its gas gathering contracts were deemed to have above-market pricing structures. We have recognized the above-market contracts as favorable gas gathering contracts. We amortize the favorable contracts using a straight-line method over the contract’s estimated useful life. We define useful life as the period over which the contract is expected to contribute to our future cash flows. These contracts have original terms ranging from 10 years to 20 years. We recognize the amortization expense associated with these contracts in other revenues. We amortize all other gas gathering contracts, or contract intangibles, over the period of economic benefit based upon expected revenues over the life of the contract. The useful life of these contracts ranges from 3 years to 25 years. We recognize the amortization expense associated with these contracts in depreciation and amortization expense. We have rights-of-way associated with city easements and easements granted within existing rights-of-way. We amortize these intangible assets over the shorter of the contractual term of the rights-of-way or the estimated useful life of the gathering system. The contractual terms of the rights-of-way range from 20 years to 30 years. We recognize the amortization expense associated with rights-of-way assets in depreciation and amortization expense. Goodwill. Goodwill represents consideration paid in excess of the fair value of the net identifiable assets acquired in a business combination. 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 amount. We test goodwill for impairment using a quantitative test. We compare the fair value of the reporting unit to its carrying value, including goodwill. To estimate the fair value of the reporting units, we utilize two valuation methodologies: the market approach and the income approach. Both of these approaches incorporate significant estimates and assumptions to calculate enterprise fair value for a reporting unit. The most significant estimates and assumptions inherent within these two valuation methodologies are: (i) determination of the weighted-average cost of capital; (ii) the selection of guideline public companies; (iii) market multiples; (iv) weighting of the income and market approaches (v) growth rates; (vi) commodity prices; and (vii) the expected levels of throughput volume gathered. Changes in these and other assumptions could materially affect the estimated amount of fair value for any of our reporting units. If the reporting unit’s fair value exceeds its carrying amount, 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 exceeds its fair value, we recognize the excess of the carrying value over the fair value as an impairment loss. Equity Method Investments. We account for investments in which we exercise significant influence using the equity method so long as we (i) do not control the investee and (ii) are not the primary beneficiary. We recognize these investments in investment in equity method investees in the accompanying consolidated balance sheets. We recognize our proportionate share of earnings or loss in net income on a one-month lag based on the financial information available to us during the reporting period. We recognize an other-than-temporary impairment for losses in the value of equity method investees when evidence indicates that the carrying amount is no longer supportable. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the equity method investee to sustain an earnings capacity that would justify the carrying amount of the investment. A current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. We evaluate our equity method investments whenever evidence exists that would indicate a need to assess the investment for potential impairment. Other Noncurrent Assets. Other noncurrent assets primarily consist of external costs incurred in connection with the closing of our Revolving Credit Facility and related amendments. We capitalize and then amortize these debt issuance costs on a straight-line basis, which approximates the effect of the effective interest rate method, over the life of the respective debt instrument. We recognize the amortization of the Revolving Credit Facility debt issuance costs in interest expense. Debt Issuance Costs. Debt issuance costs, other than those associated with our Revolving Credit Facility, are reflected in the carrying value of the Senior Notes as an adjustment to the principal amount and amortized on a straight-line basis, which approximates the effect of the effective interest rate method, over the life of the respective debt instrument. We recognize the amortization of the Senior Notes debt issuance costs in interest expense. Deferred Purchase Price Obligation. We recognize a liability for the Deferred Purchase Price Obligation to reflect the present value of the estimated Remaining Consideration to be paid in 2020 for the acquisition of the 2016 Drop Down Assets. We estimate Remaining Consideration by summing the calculations of (i) actual capital expenditures incurred and Business Adjusted EBITDA (as defined later) recognized from the 2016 Drop Down Assets during the period since closing the 2016 Drop Down to the current balance sheet date and (ii) estimates of projected capital expenditures and Business Adjusted EBITDA related to the 2016 Drop Down Assets for periods subsequent to the respective balance sheet date until December 31, 2019. We discount the Remaining Consideration using a commensurate risk-adjusted discount rate and recognize the change in present value of the Remaining Consideration in earnings in the period of change. Our recognition of the change in present value of the Remaining Consideration in the consolidated statements of operations represents the change in present value, which comprises a time value of money concept, as well as (i) actual results from the 2016 Drop Down Assets and (ii) adjustments to projections and the expected value of the Remaining Consideration (see Notes 17 and 19 for additional information). Impairment of Long-Lived Assets. We test assets for impairment when events or circumstances indicate that the carrying value of a long-lived asset may not be recoverable. The carrying value of a long-lived asset (except goodwill) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If we conclude that an asset's carrying value will not be recovered through future cash flows, we recognize an impairment loss on the long-lived asset equal to the amount by which the carrying value exceeds its fair value. We determine fair value using either a market-based approach, an income-based approach or a combination of the two approaches. Derivative Contracts. We have commodity price exposure related to our sale of the physical natural gas we retain from certain DFW Midstream customers and our procurement of electricity to operate the DFW Midstream system's electric-drive compression assets. Our gas gathering agreements with certain DFW Midstream customers permit us to retain a certain quantity of natural gas that we gather to offset the power costs we incur to operate these electric-drive compression assets. We manage this direct exposure to natural gas and power prices through the use of forward power purchase contracts with wholesale power providers that require us to purchase a fixed quantity of power at a fixed heat rate based on prevailing natural gas prices based on the Waha Hub Index. We sell retainage natural gas at prices that are based on the Waha Hub Index and/or the Atmos Zone 3 Index. By basing the power prices on an index and basin-relevant market, we are able to closely associate the relationship between the compression electricity expense and natural gas retainage sales . Accounting standards related to derivative instruments and hedging activities allow for normal purchase or sale elections and hedge accounting designations, which generally eliminate or defer the requirement for mark-to-market recognition in net income and thus reduce the volatility of net income that can result from fluctuations in fair values. We have designated these contracts as normal under the normal purchase and sale exception under the accounting standards for derivatives. We do not enter into risk management contracts for speculative purposes. Fair Value of Financial Instruments. The fair-value-measurement standard under GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard characterizes inputs used in determining fair value according to a hierarchy that prioritizes those inputs based upon the degree to which the inputs are observable. The three levels of the fair value hierarchy are as follows: • Level 1. Inputs represent quoted prices in active markets for identical assets or liabilities; • Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs); and • Level 3. Inputs that are not observable from objective sources, such as management’s internally developed assumptions used in pricing an asset or liability (for example, an internally developed present value of future cash flows model that underlies management's fair value measurement). Commitments and Contingencies. We record accruals for loss contingencies when we determine that it is probable that a liability has been incurred and that such economic loss can be reasonably estimated. Such determinations are subject to interpretations of current facts and circumstances, forecasts of future events and estimates of the financial impacts of such events. We recognize gain contingencies when their realization is assured beyond a reasonable doubt. Noncontrolling Interest. Noncontrolling interest represents the ownership interests of third-party entities in the net assets of our consolidated subsidiaries. For financial reporting purposes, we consolidate OpCo and its wholly owned subsidiaries with our wholly owned subsidiaries and through October 2018, the 1% ownership interest in OpCo was reflected as noncontrolling interest in partners' capital. We reflected changes in our ownership of OpCo as adjustments to noncontrolling interest. See Note 12 for additional information. Revenue Recognition. 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 below for further discussion of the adoption. 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, fees from these arrangements 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. We provide gathering and/or processing services principally under contracts that contain one or more of the following arrangements: • Fee-based arrangements. • Percent-of-proceeds arrangements. 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 following 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 record customer billings for obligations under their MVCs as deferred revenue when the customer has the right to utilize shortfall payments to offset gathering or processing fees in subsequent periods. 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. In making this determination, we consider both quantitative and qualitative facts and circumstances, including, but not limited to, contract terms, capacity of the associated pipeline or receipt point and/or expectations regarding future investment, drilling and production. We classify deferred revenue as a current liability for arrangements where the expiration of a customer's right to utilize shortfall payments is 12 months or less. We classify deferred revenue as noncurrent for arrangements where the expiration of the right to utilize shortfall payments and our estimate of its potential utilization is more than 12 months. Unit-Based Compensation. For awards of unit-based compensation, we determine a grant date fair value and recognize the related compensation expense in the statements of operations over the vesting period of the respective awards. Income Taxes. As a partnership, we are generally not subject to federal and state income taxes, except as noted below. However, our unitholders are individually responsible for paying federal and state income taxes on their share of our taxable income. Net income or loss for GAAP purposes may differ significantly from taxable income reportable to our unitholders as a result of differences between the tax basis and the GAAP basis of assets and liabilities and the taxable income allocation requirements under our Partnership Agreement. The aggregate difference in the basis of the Partnership’s net assets for financial and income tax purposes cannot be readily determined as the Partnership does not have access to the information about each partner’s tax attributes related to the Partnership. In general, legal entities that are chartered, organized or conducting business in the state of Texas are subject to a franchise tax (the "Texas Margin Tax"). The Texas Margin Tax has the characteristics of an income tax because it is determined by applying a tax rate to a tax base that considers both revenues and expenses. Our financial statements reflect provisions for these tax obligations. Earnings or Loss Per Unit. We determine basic EPU by dividing the net income or loss that is attributed, in accordance with the net income and loss allocation provisions of our Partnership Agreement, to common limited partners under the two-class method, after deducting (i) any payment of IDRs, by the weighted-average number of limited partner units outstanding, (ii) the General Partner's approximate 2% interest in net income or loss, (iii) any net income or loss of contributed subsidiaries that is attributable to Summit Investments, (iv) the 1% noncontrolling interest in OpCo (for periods subsequent to the 2016 Drop Down and prior to 2018) and (v) net income attributable to Series A Preferred Units. Diluted EPU reflects the potential dilution that could occur if securities or other agreements to issue common units, such as unit-based compensation, were exercised, settled or converted into common units and included in the weighted-average number of units outstanding. When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted EPU calculation, the impact is reflected by applying the treasury stock method. Pursuant to the closing of the Equity Restructuring Agreement, the IDRs and 2% general partner interest will be converted into 8,750,000 common units. Comprehensive Income or Loss. Comprehensive income or loss is the same as net income or loss for all periods presented. Environmental Matters. We are subject to various federal, state and local laws and regulations relating to the protection of the environment. Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines and penalties and other sources are charged to expense when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. We accrue for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. Recoveries of environmental remediation costs from other parties or insurers are recorded as assets when their realization is assured beyond a reasonable doubt. 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 • 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 then remaining term of the respective contract in accordance with Topic 606. Additionally, facility fees will be deferred and recognized over the remaining 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 consolidated financial statements. Consolidated balance sheet December 31, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Assets Accounts receivable $ 97,936 $ 91,936 $ 6,000 Property, plant and equipment, net 1,963,713 1,926,215 37,498 Liabilities Deferred revenue, current 11,467 4,071 7,396 Deferred revenue, noncurrent 39,504 8,938 30,566 Partners' Capital (1) 927,608 922,072 5,536 (1) Includes common limited partner capital and general partner interests. Consolidated statement of operations Year ended December 31, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Revenues Gathering services and related fees $ 344,616 $ 351,589 $ (6,973 ) Costs and expenses Cost of natural gas and NGLs 107,661 120,976 (13,315 ) Depreciation and amortization 107,100 105,765 1,335 Consolidated statement of cash flows Year ended December 31, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Cash flows from operating activities: Net income $ 42,351 $ 37,344 $ 5,007 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 106,767 105,432 1,335 Changes in operating assets and liabilities: Accounts receivable (21,535 ) (15,535 ) (6,000 ) Deferred revenue, net 5,355 5,697 (342 ) • 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 (“ROU”) 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 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. We adopted ASU 2016-02 on January 1, 2019. We will recognize a ROU asset and a corresponding lease liability based on the present value of such obligations. Based on current estimates, the total ROU assets we will recognize under ASU 2016-02 will account for less than 0.5% of total consolidated assets and the corresponding lease liabilities w ill a ccount for less than 0.5 % of total consolidated liabilities . We will also provide additional disclosures around the nature of the leasing activities beginning in our Form 10-Q for the three months ended March 31, 2019. These include additional qualitative disclosures, such as a general description of leases, and quantitative disclosures, such as lease costs, weighted average remaining lease term and weighted average discount rate. • 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 | 12 Months Ended |
Dec. 31, 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 consolidated financial statements. 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 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. 2019 2020 2021 2022 2023 Thereafter (In thousands) Gathering services and related fees $ 126,006 $ 122,429 $ 100,070 $ 83,626 $ 70,923 $ 112,462 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 Year ended December 31, 2018 Utica Shale Williston Basin DJ Basin Permian Basin Piceance Basin Barnett Shale Marcellus Shale Total reportable segments All other segments Total (In thousands) Major products / services lines Gathering services and related fees $ 35,233 $ 79,606 $ 11,251 $ 115 $ 135,810 $ 59,030 $ 29,573 $ 350,618 $ (6,002 ) $ 344,616 Natural gas, NGLs and condensate sales — 31,840 371 843 14,800 2,523 — 50,377 84,457 134,834 Other revenues — 12,204 3,672 — 4,909 6,712 — 27,497 (294 ) 27,203 Total $ 35,233 $ 123,650 $ 15,294 $ 958 $ 155,519 $ 68,265 $ 29,573 $ 428,492 $ 78,161 $ 506,653 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 : December 31, 2018 (In thousands) Contract assets, December 31, 2017 $ — Additions 26,403 Transfers out (17,648 ) Contract assets, December 31, 2018 $ 8,755 As of December 31, 2018, receivables with customers totaled $82.9 million and contract assets totaled $8.8 million which were included in the accounts receivable caption on the 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 year ended December 31, 2018, we recognized $10.8 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 | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 4. SEGMENT INFORMATION We evaluate our business operations each reporting period to determine whether any of our operating segments in which we internally report financial information are considered significant and would require us to separately disclose certain segment financial information in our external reporting. As a result of our evaluation, during the fourth quarter of 2018, we determined that the DJ Basin natural gas gathering and processing system, previously reported within the Piceance/DJ Basins reportable segment, is expected to be a significant operating segment in future reporting periods. This determination was based on, among other things, the development of a new 60 MMcf/d processing plant that is expected to be operational in 2019, which will increase volume throughput beginning in 2019. In addition, we determined the Permian Basin natural gas gathering and processing system, which was commissioned in the fourth quarter of 2018, is expected to be a significant operating segment in future reporting periods. As such, we modified our current segments in the fourth quarter of 2018 such that the DJ Basin reportable segment includes the Niobrara G&P system and the Permian Basin reportable segment includes the Summit Permian natural gas gathering and processing system. For the year ended December 31, 2018, we have disclosed the required segment information for Niobrara G&P and Summit Permian and the periods prior have been recast to reflect this change. As of December 31, 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 DJ Basin, which is served by Niobrara G&P; • the Permian Basin, which is served by Summit Permian; • the Piceance Basin, which is served by Grand River; • the Barnett Shale, which is served by DFW Midstream; and • the Marcellus Shale, which is served by Mountaineer Midstream. Each of 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. 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). Corporate and Other represents those results that are: (i) not specifically attributable to a reportable segment; (ii) not individually reportable; or (iii) that have not been 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. December 31, 2018 2017 2016 (In thousands) Assets: Utica Shale $ 207,357 $ 212,311 $ 199,392 Ohio Gathering 649,250 690,485 707,415 Williston Basin 526,819 512,860 724,084 DJ Basin 166,580 79,438 72,494 Permian Basin 145,702 57,590 — Piceance Basin 699,638 719,284 770,946 Barnett Shale 376,564 383,306 404,314 Marcellus Shale 208,790 217,362 224,709 Total reportable segment assets 2,980,700 2,872,636 3,103,354 Corporate and Other 44,181 22,406 12,294 Eliminations (4,319 ) (249 ) (469 ) Total assets $ 3,020,562 $ 2,894,793 $ 3,115,179 Revenues by reportable segment follow. Year ended December 31, 2018 2017 2016 (In thousands) Revenues (1): Utica Shale $ 35,233 $ 38,907 $ 24,263 Williston Basin 123,650 161,503 122,174 DJ Basin 15,294 11,860 8,439 Permian Basin 958 — — Piceance Basin 155,519 154,893 141,464 Barnett Shale 68,265 71,667 79,956 Marcellus Shale 29,573 30,394 26,111 Total reportable segments revenue 428,492 469,224 402,407 Corporate and Other 88,286 26,446 412 Eliminations (10,125 ) (6,929 ) (457 ) Total revenues $ 506,653 $ 488,741 $ 402,362 (1) Excludes revenues earned by Ohio Gathering due to equity method accounting. Counterparties accounting for more than 10% of total revenues were as follows: Year ended December 31, 2018 2017 2016 Percentage of total revenues (1)(2): Counterparty A - Piceance Basin * * 14 % Counterparty B - Williston Basin * 13 % * Counterparty C - Piceance Basin 10 % * * (1) Includes recognition of revenue that was previously deferred in connection with minimum volume commitments (see Note 9). (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. Year ended December 31, 2018 2017 2016 (In thousands) Depreciation and amortization (1): Utica Shale $ 7,672 $ 7,009 $ 4,331 Williston Basin 22,642 33,772 33,676 DJ Basin 3,133 2,636 2,524 Permian Basin 243 — — Piceance Basin 46,919 46,289 46,616 Barnett Shale (2) 15,325 15,001 16,093 Marcellus Shale 9,090 9,047 8,841 Total reportable segment depreciation and amortization 105,024 113,754 112,081 Corporate and Other 1,743 1,118 580 Total depreciation and amortization $ 106,767 $ 114,872 $ 112,661 (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. Year ended December 31, 2018 2017 2016 (In thousands) Cash paid for capital expenditures (1): Utica Shale $ 5,719 $ 22,921 $ 78,708 Williston Basin 25,202 17,309 31,541 DJ Basin 64,920 7,150 5,807 Permian Basin 83,823 56,020 — Piceance Basin 7,887 16,564 19,912 Barnett Shale 1,370 569 3,910 Marcellus Shale 1,030 641 1,173 Total reportable segment capital expenditures 189,951 121,174 141,051 Corporate and Other 10,635 3,041 1,668 Total cash paid for capital expenditures $ 200,586 $ 124,215 $ 142,719 (1) Excludes cash paid for capital expenditures by Ohio Gathering due to equity method accounting. During the year ended December 31, 2018, Corporate and Other included cash paid of $3.3 million for corporate purposes; the remainder represents capital expenditures for the Double E Pipeline Project relating to the Summit Permian Transmission expansion. 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. Year ended December 31, 2018 2017 2016 (In thousands) Reportable segment adjusted EBITDA Utica Shale $ 30,285 $ 34,011 $ 21,035 Ohio Gathering 39,969 41,246 45,602 Williston Basin 76,701 66,413 79,475 DJ Basin 7,558 6,624 3,681 Permian Basin (1,200 ) — — Piceance Basin 111,042 111,113 105,560 Barnett Shale 43,268 46,232 54,634 Marcellus Shale 24,267 23,888 19,203 Total of reportable segments' measures of profit or loss $ 331,890 $ 329,527 $ 329,190 A reconciliation of income or loss before income taxes and income or loss from equity method investees to total of reportable segments' measures of profit or loss follows. Year ended December 31, 2018 2017 2016 (In thousands) Reconciliation of income (loss) before income taxes and loss from equity method investees to total of reportable segments' measures of profit: Income (loss) before income taxes and loss from equity method investees $ 53,272 $ 88,614 $ (7,768 ) Add: Corporate and Other 38,917 39,140 37,589 Interest expense 60,535 68,131 63,810 Early extinguishment of debt — 22,039 — Deferred Purchase Price Obligation 20,975 (200,322 ) 55,854 Depreciation and amortization 106,767 114,872 112,661 Proportional adjusted EBITDA for equity method investees 39,969 41,246 45,602 Adjustments related to MVC shortfall payments (3,632 ) (41,373 ) 11,600 Adjustments related to capital reimbursement activity (427 ) — — Unit-based and noncash compensation 8,328 7,951 7,985 Loss on asset sales, net — 527 93 Long-lived asset impairment 7,186 188,702 1,764 Total of reportable segments' measures of profit $ 331,890 $ 329,527 $ 329,190 For the year ended December 31, 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. For the years ended December 31, 2017 and 2016, 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 recognize the shortfall payment. Adjustments related to MVC shortfall payments by reportable segment follow. Year ended December 31, 2018 Williston Basin Piceance Basin Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ — $ — $ — $ — Expected MVC shortfall adjustments — 10 (3,642 ) (3,632 ) Total adjustments related to MVC shortfall payments $ — $ 10 $ (3,642 ) $ (3,632 ) Year ended December 31, 2017 Williston Basin Piceance Basin Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ (37,693 ) $ (3,065 ) $ — $ (40,758 ) Expected MVC shortfall adjustments — (3 ) (612 ) (615 ) Total adjustments related to MVC shortfall payments $ (37,693 ) $ (3,068 ) $ (612 ) $ (41,373 ) Year Ended December 31, 2016 Williston Basin Piceance Basin Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ 8,691 $ 3,288 $ (677 ) $ 11,302 Expected MVC shortfall adjustments — (317 ) 615 298 Total adjustments related to MVC shortfall payments $ 8,691 $ 2,971 $ (62 ) $ 11,600 |
PROPERTY, PLANT, AND EQUIPMENT,
PROPERTY, PLANT, AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | 5. PROPERTY, PLANT AND EQUIPMENT, NET Details on property, plant and equipment follow. December 31, 2018 December 31, 2017 (In thousands) Gathering and processing systems and related equipment $ 2,155,325 $ 1,973,722 Construction in progress 137,920 78,850 Land and line fill 11,748 11,735 Other 45,853 40,262 Total 2,350,846 2,104,569 Less accumulated depreciation 387,133 309,440 Property, plant and equipment, net $ 1,963,713 $ 1,795,129 During 2018, 2017 and 2016, we identified certain events, facts and circumstances which indicated that certain of our property, plant and equipment could be impaired. As such, we reviewed the assets that had been identified as potentially impaired and estimated the fair value of the identified property, plant and equipment using a market-based approach. In December 2018, in connection with certain strategic initiatives, we performed a recoverability assessment of certain assets within the Williston Basin reporting segment. Based on the results, we concluded that the carrying value of certain long-lived assets related to the Tioga Midstream system within the Williston Basin were not fully recoverable. We recorded an impairment charge of $3.9 million related to these assets after comparing the fair value of the long-lived assets to their carrying values. In addition, we reviewed the other assets that had been identified as potentially impaired and recognized the long-lived asset impairments in the table below. In December 2017, in connection with certain strategic initiatives, we performed a financial review of certain assets within the Williston Basin reporting segment. This resulted in a triggering event that required us to perform a recoverability test. Based on the results of the test, we concluded that the carrying value of certain long-lived assets related to the Bison Midstream system within the Williston Basin were not fully recoverable. We recorded an impairment charge of $101.9 million related to these assets after comparing the fair value of the long-lived assets to their carrying values. See Note 6 for additional details. During 2018, 2017 and 2016, we recognized the following long-lived asset impairments, by segment. Year ended December 31, 2018 2017 2016 (In thousands) Long-lived asset impairment: Williston Basin $ 3,972 $ 101,961 $ 569 Piceance Basin 1,004 697 — DJ Basin 9 — — Barnett Shale — — 1,195 Utica Shale 1,440 878 — Permian Basin 761 — — Our impairment determinations, in the context of these reviews, involved significant assumptions and judgments. 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 estimates 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. Depreciation expense and capitalized interest follow. Year ended December 31, 2018 2017 2016 (In thousands) Depreciation expense $ 74,511 $ 75,120 $ 70,770 Capitalized interest 8,497 2,579 3,709 |
AMORTIZING INTANGIBLE ASSETS AN
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT | 12 Months Ended |
Dec. 31, 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 prior to 2018), all of which are subject to amortization, follow. December 31, 2018 Gross carrying amount Accumulated amortization Net (In thousands) Favorable gas gathering contracts $ 24,195 $ (13,905 ) $ 10,290 Contract intangibles 278,448 (143,962 ) 134,486 Rights-of-way 166,209 (37,569 ) 128,640 Total intangible assets $ 468,852 $ (195,436 ) $ 273,416 Unfavorable gas gathering contract $ 10,962 $ (10,962 ) $ — 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 In December 2017, in connection with certain strategic initiatives, we evaluated certain long-lived assets relating to the Bison Midstream system within the Williston Basin reporting segment (see Note 5). In connection with this evaluation, we evaluated the related intangible assets associated therewith for impairment consisting of contract intangible assets and rights-of-way intangible assets. We concluded the contract intangible assets were also impaired and, as a result, we recorded an impairment charge of $85.2 million. We recognized amortization expense in other revenues as follows: Year ended December 31, 2018 2017 2016 (In thousands) Amortization expense – favorable gas gathering contracts $ (1,555 ) $ (1,555 ) $ (1,261 ) Amortization expense – unfavorable gas gathering contract 1,888 2,158 839 We recognized amortization expense in costs and expenses as follows: Year ended December 31, 2018 2017 2016 (In thousands) Amortization expense – contract intangibles $ 26,141 $ 34,202 $ 35,416 Amortization expense – rights-of-way 6,448 6,153 6,053 The estimated aggregate annual amortization expected to be recognized for as of December 31, 2018 for each of the five succeeding fiscal years follows. Intangible assets (In thousands) 2019 $ 32,422 2020 32,246 2021 28,554 2022 25,487 2023 25,433 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL | 7. GOODWILL Goodwill for the periods presented of $16.2 million is related to the acquisition of the Mountaineer Midstream system in 2013. Accumulated goodwill impairments by reportable segment for those reporting units that have previously recognized goodwill follow. As of December 31, 2018, 2017, 2016 (In thousands) Accumulated goodwill impairment: Piceance Basin $ 45,478 Williston Basin 257,572 Total accumulated goodwill impairment $ 303,050 As discussed in Note 2, we evaluate goodwill for impairment annually on September 30 and 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 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 its fair value substantially exceeded its carrying value, including goodwill. We had no impairments of goodwill for the years ended December 31, 2018 and 2017. 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. Differing assumptions regarding any of these inputs could have a significant effect on the 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 | 12 Months Ended |
Dec. 31, 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. Our initial investment in Ohio Gathering in 2014 included a $190.0 million payment to acquire a 1% interest from a third party, which included an option to increase our ownership to 40%, as well as a series of contributions directly to Ohio Gathering in 2014, which increased our ownership to 40%. Concurrent with and subsequent to the exercise of the option, the non-affiliated owners have retained their respective 60% ownership interest in Ohio Gathering (the "Non-affiliated Owners"). We account for our ownership interests in Ohio Gathering as an equity method investment because we have joint control with the Non-affiliated Owners, which gives us significant influence. We recognize the $190.0 million paid for the initial 1% interest as an investment in Ohio Gathering at inception. In addition, Ohio Gathering assigned a value of $7.5 million to the exercise option, which it ultimately attributed to our capital account. Neither of the aforementioned transactions involved a flow of funds to or from Ohio Gathering. As such, they created a basis difference between our recorded investment in equity method investees and the amount attributed to us by Ohio Gathering within its financial statements. We are amortizing these basis differences over the weighted-average remaining life of the contracts underlying Ohio Gathering's operations. In December 2018 and 2017, asset impairments were recognized by Ohio Gathering. In addition, Ohio Gathering was involved in legal proceedings relating to a dispute regarding pipeline right of way rights and associated trespass claims that took place prior to December 31, 2018. Ohio Gathering received a judgment on those proceedings in January 2019 and recorded an estimate of the legal exposure as of December 31, 2018. Although we recognize activity for Ohio Gathering on a one-month lag, we recorded the asset impairments and legal contingency in our results of operations for the year ending December 31, 2018 and asset impairments for the year ending December 31, 2017 because the information was available to us. We recorded our 40% share of the asset impairments and legal contingency amounting to $7.7 million in 2018 and asset impairments of $1.4 million in 2017 in loss from equity method investees in the consolidated statements of operations. A reconciliation of our 2018 2017 (In thousands) Investment in equity method investees, December 31 $ 649,250 $ 690,485 December cash distributions 2,736 4,032 December cash contributions — (3,932 ) Impairment loss 5,652 1,383 Legal contingency 2,040 — Basis difference (116,832 ) (130,184 ) Investment in equity method investees, net of basis difference, November 30 $ 542,846 $ 561,784 Summarized balance sheet information for OGC and OCC follows (amounts represent 100% of investee financial information). November 30, 2018 November 30, 2017 OGC OCC OGC OCC (In thousands) Current assets $ 37,403 $ 3,716 $ 34,383 $ 3,650 Noncurrent assets 1,262,253 27,203 1,319,448 29,156 Total assets $ 1,299,656 $ 30,919 $ 1,353,831 $ 32,806 Current liabilities $ 19,903 $ 3,912 $ 10,882 $ 3,382 Noncurrent liabilities 3,688 8,807 3,272 11,715 Total liabilities $ 23,591 $ 12,719 $ 14,154 $ 15,097 Summarized statements of operations information for OGC and OCC follow (amounts represent 100% of investee financial information). Twelve months ended November 30, 2018 Twelve months ended November 30, 2017 Twelve months ended November 30, 2016 OGC OCC OGC OCC OGC OCC (In thousands) Total revenues $ 142,398 $ 10,177 $ 140,679 $ 8,607 $ 148,662 $ 15,791 Total operating expenses 136,722 9,053 111,897 8,298 96,647 111,528 Net income (loss) 5,670 498 28,785 (907 ) 52,009 (94,230 ) |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
DEFERRED REVENUE | 9. DEFERRED REVENUE Certain of our gathering and/or processing agreements provide for monthly, annual or multi-year MVCs. The amount of the shortfall payment is based on the difference between the actual throughput volume shipped and/or processed for the applicable period and the MVC for the applicable period, multiplied by the applicable gathering or processing fee. Many of our gas gathering agreements contain provisions that can reduce or delay the cash flows that we expect to receive from our MVCs to the extent that a customer's actual throughput volumes are above or below its MVC for the applicable contracted measurement period. These provisions include the following: • To the extent that a customer's throughput volumes are less than its MVC for the applicable period and the customer makes a shortfall payment, it may be entitled to an offset in one or more subsequent periods to the extent that its throughput volumes in subsequent periods exceed its MVC for those periods. In such a situation, we would not receive gathering fees on throughput in excess of that customer's MVC (depending on the terms of the specific gas gathering agreement) to the extent that the customer had made a shortfall payment with respect to one or more preceding measurement periods (as applicable). • To the extent that a customer's throughput volumes exceed its MVC in the applicable contracted measurement period, it may be entitled to apply the excess throughput against its aggregate MVC, thereby reducing the period for which its annual MVC applies. As a result of this mechanism, the weighted-average remaining period for which our MVCs apply will be less than the weighted-average of the original stated contract terms of our MVCs. • To the extent that certain of our customers' throughput volumes exceed its MVC for the applicable period, there is a crediting mechanism that allows the customer to build a bank of credits that it can utilize in the future to reduce shortfall payments owed in subsequent periods, subject to expiration if there is no shortfall in subsequent periods. The period over which this credit bank can be applied to future shortfall payments varies, depending on the particular gas gathering agreement. A rollforward of current deferred revenue follows. Utica Shale Williston Basin DJ Basin Piceance Basin Barnett Shale Marcellus Shale Total current (In thousands) Current deferred revenue, January 1, 2017 $ — $ — $ — $ — $ — $ — $ — Additions — — — 18,294 — — 18,294 Less revenue recognized — — — 14,294 — — 14,294 Current deferred revenue, December 31, 2017, as reported — — — 4,000 — — 4,000 Net impact of Topic 606 day 1 adoption 18 1,017 358 3,038 1,619 38 6,088 Current deferred revenue, January 1, 2018 18 1,017 358 7,038 1,619 38 10,088 Additions 18 1,744 943 21,955 1,651 96 26,407 Less revenue recognized 18 1,347 562 21,377 1,628 96 25,028 Current deferred revenue, December 31, 2018 $ 18 $ 1,414 $ 739 $ 7,616 $ 1,642 $ 38 $ 11,467 A rollforward of noncurrent deferred revenue follows. Utica Shale Williston Basin DJ Basin Piceance Basin Barnett Shale Marcellus Shale Total noncurrent (In thousands) Noncurrent deferred, revenue, January 1, 2017 $ — $ 37,693 $ — $ 19,772 $ — $ — $ 57,465 Less revenue recognized — 37,693 — 3,065 — 40,758 Less reclassification to current deferred revenue — — — 4,000 — — 4,000 Noncurrent deferred revenue, December 31, 2017, as reported — — — 12,707 — — 12,707 Net impact of Topic 606 day 1 adoption 39 4,215 4,505 5,512 8,217 333 22,821 Noncurrent deferred revenue, January 1, 2018 39 4,215 4,505 18,219 8,217 333 35,528 Additions — 1,851 3,720 7,869 3,062 — 16,502 Less reclassification to current deferred revenue 18 1,673 941 8,146 1,651 97 12,526 Noncurrent deferred revenue, December 31, 2018 $ 21 $ 4,393 $ 7,284 $ 17,942 $ 9,628 $ 236 $ 39,504 During the first quarter of 2017, we amended an agreement with one of our key customers in the Williston Basin segment. Based on our review of the amendment and original contract, we determined this was not a material modification to the contract and that we had no further performance obligations in regards to the previously-made MVC payments. As a result, we recognized previously deferred revenue of |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | 10. DEBT Debt consisted of the following: December 31, 2018 December 31, 2017 (In thousands) Summit Holdings' variable rate senior secured Revolving Credit Facility (5.03% at December 31, 2018 and 4.07% at December 31, 2017) due May 2022 $ 466,000 $ 261,000 Summit Holdings' 5.5% senior unsecured notes due August 2022 300,000 300,000 Less unamortized debt issuance costs (1) (2,362 ) (2,910 ) Summit Holdings' 5.75% senior unsecured notes due April 2025 500,000 500,000 Less unamortized debt issuance costs (1) (5,907 ) (6,898 ) Total long-term debt $ 1,257,731 $ 1,051,192 __________ (1) Issuance costs are being amortized over the life of the notes. The aggregate amount of debt maturing during each of the years after December 31, 2018 are as follow (in thousands): 2019 $ — 2020 — 2021 — 2022 766,000 2023 — Thereafter 500,000 Total long-term debt $ 1,266,000 Revolving Credit Facility. Summit Holdings has a senior secured Revolving Credit Facility which allows for revolving loans, letters of credit and swingline 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 . In May 2017, Summit Holdings amended and restated its Revolving Credit Facility with a third amended and restated credit agreement which: (i) maintained the Revolving Credit Facility commitments of 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 The Revolving Credit Facility is secured by the membership interests of Summit Holdings and the membership interests of all the subsidiaries of Summit Holdings and by substantially all of the assets of Summit Holdings and its subsidiaries (subject to exclusions set forth in the credit agreement). The credit agreement contains affirmative and negative covenants customary for credit facilities of its size and nature that, among other things, limit or restrict the ability (i) to incur additional debt; (ii) to make investments; (iii) to engage in certain mergers, consolidations, acquisitions or sales of assets; (iv) to enter into swap agreements and power purchase agreements; (v) to enter into leases that would cumulatively obligate payments in excess of As a result of the amendment, SMLP incurred approximately As of December 31, 2018, we were in compliance with the Revolving Credit Facility's financial covenants. There were Senior Notes. In June 2013, Summit Holdings and its 100 owned finance subsidiary, Finance Corp. (together with Summit Holdings, the "Co-Issuers") co-issued $300.0 million of 7.5 senior unsecured notes (the "7.5% Senior Notes"). In July 2014, 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”). On February 8, 2017, the Co-Issuers completed a public offering of issued a notice of redemption for the remaining 7.5% Senior Notes. The remaining $ 23.1 million of 7.5% Senior Notes were redeemed on March 18, 2017 (the "redemption date"), with payment made on March 20, 2017. References to the “Senior Notes,” when used for dates or periods ended on or after the date of issuance of the 5.75% Senior Notes but before the redemption date, refer collectively to 5.5% Senior Notes, 7.5% Senior Notes and 5.75% Senior Notes. References to the "Senior Notes," when used for dates or periods ended on or prior to the date of issuance of the 5.75% Senior Notes, refer collectively to 5.5% Senior Notes and 7.5% Senior Notes. References to the "Senior Notes," when used for dates or periods that ended after the redemption date, refer collectively to the 5.5% Senior Notes and the 5.75% Senior Notes. In conjunction with the tender offer and mandatory redemption of the 7.5% Senior Notes, we paid redemption and call premiums totaling $ 17.9 million. These costs, as well as $ 4.1 million of unamortized debt issuance costs, are presented on our consolidated statement of operations as early extinguishment of debt. In 2017, we executed supplemental indentures and amendments to our Revolving Credit Facility to add three newly formed entities, Summit Permian, Permian Finance and Summit Niobrara, as guarantors. In 2018, we executed supplemental indentures to include OpCo, Summit Utica, Meadowlark Midstream and Tioga Midstream as guarantors concurrent with the purchase of a 1% noncontrolling interest held by a subsidiary of Summit Investments (see Note 12 for additional details). As a result, 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 and Tioga Midstream (collectively the "Guarantor Subsidiaries") are 100% owned. The Guarantor Subsidiaries and SMLP fully and unconditionally and jointly and severally guarantee the 5.75% Senior Notes At any time prior to April 15, 2020, the Co-Issuers may redeem up to The The after notice to comply with certain covenants relating to the filing of reports with the SEC; (v) failure by the Co-Issuers or SMLP for 30 days after notice to comply with any of the other agreements in the indenture; (vi) specified defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by SMLP or any of its restricted subsidiaries (or the payment of which is guaranteed by SMLP or any of its restricted subsidiaries); (vii) failure by SMLP or any of its restricted subsidiaries to pay certain final judgments aggregating in excess of $ 75.0 million; (viii) except as permitted by the indenture, any guarantee of the senior notes shall cease for any reason to be in full force and effect or any guarantor, or any person acting on behalf of any guarantor, shall deny or disaffirm its obligations under its guarantee of the senior notes; and (ix) certain events of bankruptcy, insolvency or reorganization described in the indenture. In the case of an event of default as described in the foregoing clause (ix), all outstanding 5.75% Senior Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25 % in principal amount of the then outstanding 5.75% Senior Notes may declare all the 5.75% Senior Notes to be due and payable immediately. 5.5% Senior Notes At any time prior to August 15, 2018, the Co-Issuers may redeem all or part of the 5.5% Senior Notes at a redemption price of 104.125% (with the redemption premium declining ratably each year to 100.000% on and after August 15, 2020), plus accrued and unpaid interest, if any. Debt issuance costs of $5.1 million are being amortized over the life of the 5.5% Senior Notes. The 5.5% Senior Notes' indenture restricts SMLP’s and the Co-Issuers’ ability and the ability of certain of their subsidiaries to: (i) incur additional debt or issue preferred stock; (ii) make distributions, repurchase equity or redeem subordinated debt; (iii) make payments on subordinated indebtedness; (iv) create liens or other encumbrances; (v) make investments, loans or other guarantees; (vi) sell or otherwise dispose of a portion of their assets; (vii) engage in transactions with affiliates; and (viii) make acquisitions or merge or consolidate with another entity. These covenants are subject to a number of important exceptions and qualifications. At any time when the senior notes are rated investment grade by each of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no default or event of default under the indenture has occurred and is continuing, many of these covenants will terminate. The 5.5% Senior Notes' indenture provides that each of the following is an event of default: (i) default for 30 days in the payment when due of interest on the 5.5% Senior Notes; (ii) default in the payment when due of the principal of, or premium, if any, on the 5.5% Senior Notes; (iii) failure by the Co-Issuers or SMLP to comply with certain covenants relating to mergers and consolidations, change of control or asset sales; (iv) failure by SMLP for 180 days after notice to comply with certain covenants relating to the filing of reports with the SEC; (v) failure by the Co-Issuers or SMLP for 30 days after notice to comply with any of the other agreements in the indenture; (vi) specified defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by SMLP or any of its restricted subsidiaries (or the payment of which is guaranteed by SMLP or any of its restricted subsidiaries); (vii) failure by SMLP or any of its restricted subsidiaries to pay certain final judgments aggregating in excess of $20.0 million; (viii) except as permitted by the indenture, any guarantee of the senior notes shall cease for any reason to be in full force and effect or any guarantor, or any person acting on behalf of any guarantor, shall deny or disaffirm its obligations under its guarantee of the senior notes; and (ix) certain events of bankruptcy, insolvency or reorganization described in the indenture. In the case of an event of default as described in the foregoing clause (ix), all outstanding 5.5% Senior Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding 5.5% Senior Notes may declare all the 5.5% Senior Notes to be due and payable immediately. As of and during the December 31, 2018, we were in compliance with the financial covenants governing our Senior Notes. There were no defaults or events of default during the year ended December 31, 2018. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 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 non-recurring Level 3 measurement in the fair value hierarchy because our assumptions and judgments are not observable from objective sources (see Notes 17 and 19). 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, 2017 $ 563,281 Change in fair value (200,322 ) Level 3 liability, December 31, 2017 362,959 Change in fair value 20,975 Level 3 liability, December 31, 2018 $ 383,934 A summary of the estimated fair value of our debt financial instruments follows. December 31, 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) $ 297,638 $ 286,625 $ 297,090 $ 301,750 Summit Holdings 5.75% Senior Notes ($500.0 million principal) 494,093 455,208 493,102 501,667 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 December 31, 2018 and 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 | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
PARTNERS' CAPITAL | 12. PARTNERS' CAPITAL A rollforward of the number of common limited partner, preferred limited partner and General Partner units follows. Limited partners Series A Preferred Units Common Subordinated General Partner Units, January 1, 2016 — 42,062,644 24,409,850 1,354,700 Subordinated units conversion — 24,409,850 (24,409,850 ) — Units issued in connection with the September 2016 Equity Offering — 5,500,000 — — General Partner 2% contribution — — — 112,245 Net units issued under the SMLP LTIP — 138,627 — 4,242 Units, December 31, 2016 — 72,111,121 — 1,471,187 Units issued in connection with the November 2017 Equity Offering 300,000 — — — Net units issued under the SMLP LTIP — 211,327 — — Units issued under ATM program — 763,548 — — General Partner 2% contribution — — — 19,812 Units, December 31, 2017 300,000 73,085,996 — 1,490,999 Net units issued under the SMLP LTIP — 304,857 — — Units, December 31, 2018 300,000 73,390,853 — 1,490,999 Unit Offerings. In September 2016, we completed an underwritten public offering of 5,500,000 common units at a price of $23.20 per unit pursuant to an effective shelf registration statement on Form S-3 previously filed with the SEC (the "September 2016 Equity Offering"). Following the September 2016 Equity Offering, our General Partner made a capital contribution to us to maintain its approximate 2% general partner interest. We used the net proceeds from the September 2016 Equity Offering to pay down our Revolving Credit Facility. In February 2017, we completed a secondary underwritten public offering of Subordination. The subordination period ended in conjunction with the February 2016 distribution payment in respect of the fourth quarter of 2015 and the then-outstanding subordinated units converted to common units on a one-for-one basis. Prior to the end of the subordination period, the principal difference between our common units and subordinated units was that holders of the subordinated units were not entitled to receive any distribution of available cash until the common units had received the minimum quarterly distribution ("MQD") plus any arrearages in the payment of the MQD from prior quarters At-the-market Program. In February 2017, we executed a new equity distribution agreement and filed a prospectus 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 year ended December 31, 2018, there were no transactions under the ATM Program. During the year ended December 31, 2017, we sold 763,548 units under the ATM Program for aggregate gross proceeds of $17.7 million, and paid approximately $0.2 million as compensation to the sales agents pursuant to the terms of the equity distribution agreement. After taking into account the aggregate sales price of common units sold under the ATM Program through December 31, 2018, we have the capacity to issue additional common units under the ATM Program up to an aggregate $132.3 million. Series A Preferred Units. In November 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. We used the net proceeds of $ 293.2 million (after deducting underwriting discounts and offering expenses) to repay outstanding borrowings under our revolving credit facility. The Series A Preferred Units rank senior to (i) common units and incentive distribution rights, each representing limited partner interests in the Partnership and (ii) each other class or series of limited partner interests or other equity securities in the Partnership that may be established in the future that expressly ranks junior to the Series A Preferred Units as to the payment of distributions and amounts payable upon a liquidation event (the “Junior Securities”). The Series A Preferred Units rank equal in all respects with each class or series of limited partner interests or Distributions on the Series A Preferred Units are cumulative and compounding and are payable semi-annually in arrears on the 15th day of each June and December through and including December 15, 2022, and, thereafter, quarterly in arrears on the 15th day of March, June, September and December of each year (each, a “Distribution Payment Date”) to holders of record as of the close of business on the first business day of the month of the applicable Distribution Payment Date, in each case, when, as, and if declared by the General Partner out of legally available funds for such purpose. The initial distribution rate for the Series A Preferred Units is 9.50% per annum of the $1,000 liquidation preference per Series A Preferred Unit. On and after December 15, 2022, distributions on the Series A Preferred Units will accumulate for each distribution period at a percentage of the liquidation preference equal to the three-month LIBOR plus a spread of 7.43%. Noncontrolling Interest. At December 31, 2017, we recorded Summit Investments' indirect retained ownership interest in OpCo and its subsidiaries as a noncontrolling interest in the consolidated financial statements. In November 2018, a subsidiary of SMLP purchased the remaining 1% ownership interest in OpCo held by a subsidiary of Summit Investments for approximately $10.9 million. As a result of this transaction, other than our investment in Ohio Gathering, all of our business activities are now conducted through wholly owned operating subsidiaries. Summit Investments' Equity in Contributed Subsidiaries. Summit Investments' equity in contributed subsidiaries represents its position in the net assets of the 2016 Drop Down Assets that have been acquired by SMLP. The balance also reflects net income attributable to Summit Investments for the 2016 Drop Down Assets for the periods beginning on their respective acquisition dates by Summit Investments and ending on the dates they were acquired by the Partnership. Net income or loss was attributed to Summit Investments for the 2016 Drop Down Assets for the period from January 1, 2016 to March 3, 2016. Although included in partners' capital, any net income or loss attributable to Summit Investments is excluded from the calculation of EPU. 2016 Drop Down . On March 3, 2016, we acquired the 2016 Drop Down Assets from a subsidiary of Summit Investments. We paid cash consideration of $360.0 million and recognized a Deferred Purchase Price Obligation of $507.4 million in exchange for Summit Investments' $1.11 billion net investment in the 2016 Drop Down Assets (see Note 17). In June 2016, we received a working capital adjustment of $0.6 million from a subsidiary of Summit Investments. We recognized a capital contribution from Summit Investments for the difference between (i) the net cash consideration paid and the Deferred Purchase Price Obligation and (ii) Summit Investments' net investment in the 2016 Drop Down Assets. Cash Distribution Policy Our Partnership Agreement requires that we distribute all of our available cash (as defined below) within 45 days after the end of each quarter to unitholders of record on the applicable record date. The amount of distributions paid under our policy is subject to fluctuations based on the amount of cash we generate from our business and the decision to make any distribution is determined by our General Partner, taking into consideration the terms of our Partnership Agreement . General Partner Interest. Our General Partner is entitled to an equivalent percentage of all distributions that we make prior to our liquidation based on its respective general partner interest, up to a maximum of 2%. Our General Partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its current general partner interest. Our General Partner's interest in our distributions will be reduced if we issue additional units in the future and our General Partner does not contribute a proportionate amount of capital to us to maintain its general partner interest immediately prior to the unit issuance. If the recently announced Equity Restructuring is consummated, the 2% general partner interest will be converted into a non-economic general partner interest. Cash Distributions Paid and Declared. We paid the following per-unit distributions during the years ended December 31: Year ended December 31, 2018 2017 2016 Per-unit distributions to unitholders $ 2.300 $ 2.300 $ 2.300 On January 24, 2019, the Board of Directors of our General Partner declared a distribution of $0.575 We allocated the February 2019 distribution in accordance with the third target distribution level (see "Incentive Distribution Rights—Percentage Allocations of Available Cash" below for additional information.) Incentive Distribution Rights. Our General Partner also currently holds IDRs that entitle it to receive increasing percentage allocations of the cash we distribute from operating surplus (as set forth in the chart below). The maximum distribution includes distributions paid to our General Partner on an assumed 2% general partner interest. The maximum distribution does not include any distributions that our General Partner may receive on any common units that it owns. Percentage Allocations of Available Cash . The following table illustrates the percentage allocations of available cash between the unitholders and our General Partner based on the specified target distribution levels. The amounts set forth in the column Marginal Percentage Interest in Distributions are the percentage interests of our General Partner and the unitholders in any available cash we distribute up to and including the corresponding amount in the column Total Quarterly Distribution Per Unit Target Amount. The percentage interests shown for our unitholders and our General Partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the MQD. The percentage interests set forth below for our General Partner assume (i) a 2% general partner interest, (ii) that our General Partner has not transferred its IDRs and (iii) that there are no arrearages on common units. Marginal percentage interest in distributions Total quarterly distribution per unit target amount Unitholders General Partner Minimum quarterly distribution $0.40 98% 2% First target distribution $0.40 up to $0.46 98% 2% Second target distribution above $0.46 up to $0.50 85% 15% Third target distribution above $0.50 up to $0.60 75% 25% Thereafter above $0.60 50% 50% Our distributions in 2016, 2017 and 2018 have all been within the Third target distribution level. Our payment of IDRs as reported in distributions to unitholders – General Partner in the statements of partners' capital during the years ended December 31 follow. Year ended December 31, 2018 2017 2016 (In thousands) IDR payments $ 8,535 $ 8,460 $ 7,912 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 | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER UNIT | 13. EARNINGS PER UNIT The following table details the components of EPU. Year ended December 31, 2018 2017 2016 (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 $ 32,799 $ 75,485 $ (48,179 ) Less net income attributable to Series A Preferred Units 28,500 3,563 — Net income (loss) attributable to common limited partners $ 4,299 $ 71,922 $ (48,179 ) Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 73,304 72,705 68,264 Effect of nonvested phantom units 311 342 — Weighted-average common units outstanding – diluted 73,615 73,047 68,264 Earnings (loss) per limited partner unit: Common unit – basic $ 0.06 $ 0.99 $ (0.71 ) Common unit – diluted $ 0.06 $ 0.98 $ (0.71 ) Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 2 42 125 |
UNIT-BASED AND NONCASH COMPENSA
UNIT-BASED AND NONCASH COMPENSATION | 12 Months Ended |
Dec. 31, 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, thereby linking the recipients' compensation directly to SMLP’s performance. The SMLP LTIP is administered by our General Partner's Board of Directors, though such administration function may be delegated to a committee appointed by the board. A total of 5.0 million common units was reserved for issuance pursuant to and in accordance with the SMLP LTIP. As of December 31, 2018, approximately 3.2 million common units remained available for future issuance. The SMLP LTIP provides for the granting, from time to time, of unit-based awards, including common units, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards. Grants are made at the discretion of the Board of Directors or Compensation Committee of our General Partner. The administrator of the SMLP LTIP may make grants under the SMLP LTIP that contain such terms, consistent with the SMLP LTIP, as the administrator may determine are appropriate, including vesting conditions. The administrator of the SMLP LTIP may, in its discretion, base vesting on the grantee's completion of a period of service or upon the achievement of specified financial objectives or other criteria or upon a change of control (as defined in the SMLP LTIP) or as otherwise described in an award agreement. Termination of employment prior to vesting will result in forfeiture of the awards, except in limited circumstances as described in the plan documents. Units that are canceled or forfeited will be available for delivery pursuant to other awards. The following table presents phantom unit activity: Units Weighted-average grant date fair value Nonvested phantom units, January 1, 2016 379,911 $ 31.13 Phantom units granted 495,535 14.91 Phantom units vested (178,953 ) 33.80 Phantom units forfeited (4,538 ) 16.89 Nonvested phantom units, December 31, 2016 691,955 19.59 Phantom units granted 371,972 22.50 Phantom units vested (293,222 ) 24.76 Phantom units forfeited (21,431 ) 20.07 Nonvested phantom units, December 31, 2017 749,274 20.07 Phantom units granted 515,358 15.25 Phantom units vested (359,016 ) 22.39 Phantom units forfeited (41,492 ) 17.27 Nonvested phantom units, December 31, 2018 864,124 $ 17.11 A phantom unit is a notional unit that entitles the grantee to receive a common unit upon the vesting of the phantom unit or on a deferred basis upon specified future dates or events or, in the discretion of the administrator, cash equal to the fair market value of a common unit. Distribution equivalent rights for each phantom unit provide for a lump sum cash amount equal to the accrued distributions from the grant date to be paid in cash upon the vesting date. P hantom units granted to date vest ratably over a three-year period. Grant date fair value is determined based on the closing price of our common units on the date of grant multiplied by the number of phantom units awarded to the grantee. Forfeitures are recorded as incurred. Holders of all phantom units granted to date are entitled to receive distribution equivalent rights for each phantom unit, providing for a lump sum cash amount equal to the accrued distributions from the grant date of the phantom units to be paid in cash upon the vesting date. Upon vesting, phantom unit awards may be settled, at our discretion, in cash and/or common units, but the current intention is to settle all phantom unit awards with common units. The intrinsic value of phantom units that vested during the years ended December 31, follows. Year ended December 31, 2018 2017 2016 (In thousands) Intrinsic value of vested LTIP awards $ 5,393 $ 6,657 $ 2,957 As of December 31, 2018, the unrecognized unit-based compensation related to the SMLP LTIP was $4.9 million. Incremental unit-based compensation will be recorded over the remaining vesting period of approximately 2.2 years. Unit-based compensation recognized in general and administrative expense related to awards under the SMLP LTIP follows. Year ended December 31, 2018 2017 2016 (In thousands) SMLP LTIP unit-based compensation $ 8,328 $ 7,951 $ 7,550 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | 15. RELATED-PARTY TRANSACTIONS Acquisitions. See Notes 1, 12 and 17 for disclosure of the 2016 Drop Down and the funding of transactions. 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: Year ended December 31, 2018 2017 2016 (In thousands) Operation and maintenance expense $ 29,061 $ 27,450 $ 26,485 General and administrative expense 30,119 30,899 31,947 In February 2017, SMP Holdings sold 4,000,000 common units representing limited partner interests in SMLP at a price to the public of $24.00 per common unit. Consistent with our obligations under the Partnership Agreement, we paid all costs and expenses of the secondary offering (other than underwriting discounts and fees and expenses of counsel and advisors to SMP Holdings in the sale). We did not receive any of the proceeds from the secondary offering. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 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: Year ended December 31, 2018 2017 2016 (In thousands) Rent expense $ 3,928 $ 3,772 $ 2,861 We lease office space and equipment under agreements that expire in various years through 2028. Future minimum lease payments due under noncancelable operating leases at December 31, 2018, were as follows (in thousands): 2019 $ 3,133 2020 1,018 2021 550 2022 506 2023 373 Thereafter 621 Total future minimum lease payments $ 6,201 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. I n 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 $25.0 million from its pollution liability insurance policy and $200.0 million from its property and business interruption insurance policy. Summit Investments exhausted the $25.0 million pollution liability policy in 2015. We submitted property and business interruption claim requests to the insurers and reached a settlement in January 2017. In connection therewith, we recognized $2.6 million of business interruption recoveries and $0.4 million of property recoveries. A rollforward of the aggregate accrued environmental remediation liabilities follows. Total (In thousands) Accrued environmental remediation, January 1, 2017 $ 9,453 Payments made (4,109 ) Accrued environmental remediation, December 31, 2017 $ 5,344 Payments made (3,808 ) Additional accruals 4,100 Accrued environmental remediation, December 31, 2018 $ 5,636 During 2018, we established additional environmental remediation accruals. As of December 31, 2018, we have recognized (i) a current liability for expenditures expected to be incurred within the next 12 months and (ii) a noncurrent liability for estimated expenditures expected to be incurred subsequent to December 31, 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. 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. 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. |
ACQUISITIONS AND DROP DOWN TRAN
ACQUISITIONS AND DROP DOWN TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DROP DOWN TRANSACTIONS | 17. ACQUISITIONS AND DROP DOWN TRANSACTIONS 2016 Drop Down. On March 3, 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 Deferred Purchase Price Obligation will be equal to: • six-and-one-half (6.5) multiplied by the average Business Adjusted EBITDA, as defined below and in the Contribution Agreement, of the 2016 Drop Down Assets for 2018 and 2019, less the G&A Adjuster, as defined in the Contribution Agreement; • less the Initial Payment; • less all capital expenditures incurred for the 2016 Drop Down Assets between the March 3, 2016 and December 31, 2019; • plus all Business Adjusted EBITDA from the 2016 Drop Down Assets between March 3, 2016 and December 31, 2019, less the Cumulative G&A Adjuster, as defined in the Contribution Agreement. Business Adjusted EBITDA is defined as the net income or loss of the 2016 Drop Down Assets for such period: • plus interest expense, income tax expense and depreciation and amortization of the 2016 Drop Down Assets for such period; • plus any adjustments related to MVC shortfall payments, impairments and other noncash expenses or losses with respect to the 2016 Drop Down Assets for such period; • plus any Special Liability Expenses, as defined below and in the Contribution Agreement, for such period; • less interest income and income tax benefit of the 2016 Drop Down Assets for such period; • less adjustments related to any other noncash income or gains with respect to the 2016 Drop Down Assets for such period. Business Adjusted EBITDA shall exclude the effect of any Partnership expenses allocated by or to SMLP or its affiliates in respect of the 2016 Drop Down Assets, such as general and administrative expenses (including compensation-related expenses and professional services fees), transaction costs, allocated interest expense and allocated income tax expense. Special Liability Expenses are defined as any and all expenses incurred by SMLP with respect to the Special Liabilities, as defined in the Contribution Agreement, including fines, legal fees, consulting fees and remediation costs. The present value of the Deferred Purchase Price Obligation will be reflected as a liability on our balance sheet until paid. As of the acquisition date, the estimated future payment obligation (based on management’s estimate of the Partnership’s share of forecasted Business Adjusted EBITDA and capital expenditures for the 2016 Drop Down Assets) was estimated to be $860.3 million At the discretion of the Board of Directors of our General Partner, the Deferred Purchase Price Obligation can be paid in cash, SMLP common units or a combination thereof. We currently expect that the Deferred Purchase Price Obligation will be financed with a combination of (i) borrowings under our Revolving Credit Facility, (ii) the net proceeds from the issuance of senior unsecured debt by us, (iii) net proceeds from the issuance of equity securities by us and/or (iv) other internally generated sources of cash. Ohio Gathering . For information on the acquisition and initial recognition of Ohio Gathering, see Note 8. Supplemental Disclosures – As-If Pooled Basis. As a result of accounting for our drop down transactions similar to a pooling of interests, our historical financial statements and those of the acquired drop down assets have been combined to reflect the historical operations, financial position and cash flows of the acquired drop down assets from the date common control began. Revenues and net income for the previously separate entities and the combined amounts, as presented in these consolidated financial statements follow. Year ended December 31, 2016 (In thousands) SMLP revenues $ 393,495 2016 Drop Down Assets revenues (1) 8,867 Combined revenues $ 402,362 SMLP net loss $ (40,932 ) 2016 Drop Down Assets net income (1) 2,745 Combined net loss $ (38,187 ) _______ (1) Results are fully reflected in SMLP's results of operations subsequent to closing the respective drop down. |
UNAUDITED QUARTERLY FINANCIAL D
UNAUDITED QUARTERLY FINANCIAL DATA | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
UNAUDITED QUARTERLY FINANCIAL DATA | 18. Summarized information on the consolidated results of operations for each of the quarters during the two-year period ended December 31, 2018, follows. Quarter ended December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018 (In thousands, except per-unit amounts) Total revenues $ 133,671 $ 127,479 $ 128,183 $ 117,320 Net income (loss) attributable to SMLP $ 38,654 $ 57,430 $ (49,971 ) $ (3,930 ) Less net income and IDRs attributable to General Partner 2,907 3,279 1,140 2,058 Less net income attributable to Series A Preferred Units 7,125 7,125 7,125 7,125 Net income (loss) attributable to common limited partners $ 28,622 $ 47,026 $ (58,236 ) $ (13,113 ) Earnings (loss) per limited partner unit: Common unit - basic $ 0.39 $ 0.64 $ (0.79 ) $ (0.18 ) Common unit - diluted $ 0.39 $ 0.64 $ (0.79 ) $ (0.18 ) Quarter ended December 31, 2017 September 30, 2017 June 30, 2017 March 31, 2017 (In thousands, except per-unit amounts) Total revenues $ 126,199 $ 124,945 $ 101,792 $ 135,805 Net (loss) income attributable to SMLP $ (18,331 ) $ 93,546 $ 11,157 $ (685 ) Less net income and IDRs attributable to General Partner 1,760 3,999 2,351 2,092 Less net income attributable to Series A Preferred Units 3,563 — — — Net (loss) income attributable to common limited partners $ (23,654 ) $ 89,547 $ 8,806 $ (2,777 ) (Loss) earnings per limited partner unit: Common unit - basic $ (0.32 ) $ 1.23 $ 0.12 $ (0.04 ) Common unit - diluted $ (0.32 ) $ 1.22 $ 0.12 $ (0.04 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 19. We have evaluated subsequent events for recognition or disclosure in the consolidated financial statements and no events have occurred that require adjustment to or disclosure in the consolidated financial statements, except for the following: On February 26, 2019, SMLP announced that it had executed definitive agreements (the “Tioga PSAs”) with Hess Infrastructure related to the sale of Tioga Midstream for cash consideration of $90 million, subject to adjustment. The transaction is subject to customary closing conditions and is expected to close before the end of the first quarter of 2019. SMLP intends to use the net proceeds from the sale to repay outstanding indebtedness under its revolving credit facility. Also, on February 26, 2019, SMLP announced that it signed an amendment to the Contribution Agreement (the “Amendment”) related to the 2016 Drop Down pursuant to which the Partnership shall, as soon as reasonably practicable following the closing of the transactions under the Tioga PSAs, make a cash payment of $100 million to SMP Holdings. Following the closing of the Amendment, the Remaining Consideration will be fixed at $303.5 million, and will be payable by the Partnership in one or more payments over the period from March 1, 2020 through December 31, 2020, payable in (i) cash, (ii) the Partnership’s common units or (iii) a combination of cash and the Partnership’s common units, at the discretion of the Partnership. No less than 50 % of the Remaining Consideration shall be paid on or before June 30, 2020 and interest shall accrue at a rate of 8 % per annum on any portion of the Remaining Consideration that remains unpaid after March 31, 2020 . In addition, SMLP signed an equity restructuring agreement with the General Partner and SMP Holdings (the “Equity Restructuring Agreement”) pursuant to which the IDRs and the 2% general partner interest held by the General Partner will be converted into 8,750,000 common units and a non-economic general partner interest (the “Equity Restructuring” and collectively with the Tioga PSAs and the Amendment, the “February 2019 Transactions”). The February 2019 Transactions are expected to close before the end of the first quarter of 2019, subject to customary closing conditions. Immediately following the closing of the Equity Restructuring Agreement, SMP Holdings will directly own a 42.1% limited partner interest in SMLP and an affiliate of Energy Capital Partners II, LLC will directly own a 7.2% limited partner interest in SMLP. In connection with the February 2019 Transactions, the Partnership announced that it expects to reduce its common unit distribution to $0.2875 per quarter, beginning with the distribution to be paid in respect of the first quarter of 2019. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents. We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable. Accounts receivable relate to gathering and other services provided to our customers and other counterparties. We evaluate the collectability of accounts receivable and the need for an allowance for doubtful accounts based on customer-specific facts and circumstances. To the extent we doubt the collectability of a specific customer or counterparty receivable, we recognize an allowance for doubtful accounts. Uncollectible receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or a receivable amount is deemed otherwise unrealizable. |
Property, Plant and Equipment | Property, Plant and Equipment. We record property, plant and equipment at historical cost of construction or fair value of the assets at acquisition. We capitalize expenditures that extend the useful life of an asset or enhance its productivity or efficiency from its original design over the expected remaining period of use. For maintenance and repairs that do not add capacity or extend the useful life of an asset, we recognize expenditures as an expense as incurred. We capitalize project costs incurred during construction, including interest on funds borrowed to finance the construction of facilities, as construction in progress. We record depreciation on a straight-line basis over an asset’s estimated useful life. We base our estimates for useful life on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Estimates of useful lives follow. Useful lives (In years) (In years) Gathering and processing systems and related equipment 12-30 Other 4-15 Construction in progress is depreciated consistent with its applicable asset class once it is placed in service. Land and line fill are not depreciated. We base an asset’s carrying value on estimates, assumptions and judgments for useful life and salvage value. Upon sale, retirement or other disposal, we remove the carrying value of an asset and its accumulated depreciation from our balance sheet and recognize the related gain or loss, if any. Accrued capital expenditures are reflected in trade accounts payable. |
Asset Retirement Obligations | Asset Retirement Obligations. We record a liability for asset retirement obligations only if and when a future asset retirement obligation with a determinable life is identified. For identified asset retirement obligations, we then evaluate whether the expected date and related costs of retirement can be estimated. We have concluded that our gathering and processing assets have an indeterminate life because they are owned and will operate for an indeterminate period when properly maintained. Because we did not have sufficient information to reasonably estimate the amount or timing of such obligations and we have no current plan to discontinue use of any significant assets, we did not provide for any asset retirement obligations as of December 31, 2018 or 2017. |
Amortizing Intangibles | Amortizing Intangibles. Upon the acquisition of DFW Midstream, certain of its gas gathering contracts were deemed to have above-market pricing structures. We have recognized the above-market contracts as favorable gas gathering contracts. We amortize the favorable contracts using a straight-line method over the contract’s estimated useful life. We define useful life as the period over which the contract is expected to contribute to our future cash flows. These contracts have original terms ranging from 10 years to 20 years. We recognize the amortization expense associated with these contracts in other revenues. We amortize all other gas gathering contracts, or contract intangibles, over the period of economic benefit based upon expected revenues over the life of the contract. The useful life of these contracts ranges from 3 years to 25 years. We recognize the amortization expense associated with these contracts in depreciation and amortization expense. We have rights-of-way associated with city easements and easements granted within existing rights-of-way. We amortize these intangible assets over the shorter of the contractual term of the rights-of-way or the estimated useful life of the gathering system. The contractual terms of the rights-of-way range from 20 years to 30 years. We recognize the amortization expense associated with rights-of-way assets in depreciation and amortization expense. |
Goodwill | Goodwill. Goodwill represents consideration paid in excess of the fair value of the net identifiable assets acquired in a business combination. 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 amount. We test goodwill for impairment using a quantitative test. We compare the fair value of the reporting unit to its carrying value, including goodwill. To estimate the fair value of the reporting units, we utilize two valuation methodologies: the market approach and the income approach. Both of these approaches incorporate significant estimates and assumptions to calculate enterprise fair value for a reporting unit. The most significant estimates and assumptions inherent within these two valuation methodologies are: (i) determination of the weighted-average cost of capital; (ii) the selection of guideline public companies; (iii) market multiples; (iv) weighting of the income and market approaches (v) growth rates; (vi) commodity prices; and (vii) the expected levels of throughput volume gathered. Changes in these and other assumptions could materially affect the estimated amount of fair value for any of our reporting units. If the reporting unit’s fair value exceeds its carrying amount, 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 exceeds its fair value, we recognize the excess of the carrying value over the fair value as an impairment loss. |
Equity Method Investments | Equity Method Investments. We account for investments in which we exercise significant influence using the equity method so long as we (i) do not control the investee and (ii) are not the primary beneficiary. We recognize these investments in investment in equity method investees in the accompanying consolidated balance sheets. We recognize our proportionate share of earnings or loss in net income on a one-month lag based on the financial information available to us during the reporting period. We recognize an other-than-temporary impairment for losses in the value of equity method investees when evidence indicates that the carrying amount is no longer supportable. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the equity method investee to sustain an earnings capacity that would justify the carrying amount of the investment. A current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. We evaluate our equity method investments whenever evidence exists that would indicate a need to assess the investment for potential impairment. |
Other Noncurrent Assets | Other Noncurrent Assets. Other noncurrent assets primarily consist of external costs incurred in connection with the closing of our Revolving Credit Facility and related amendments. We capitalize and then amortize these debt issuance costs on a straight-line basis, which approximates the effect of the effective interest rate method, over the life of the respective debt instrument. We recognize the amortization of the Revolving Credit Facility debt issuance costs in interest expense. |
Debt Issuance Costs | Debt Issuance Costs. Debt issuance costs, other than those associated with our Revolving Credit Facility, are reflected in the carrying value of the Senior Notes as an adjustment to the principal amount and amortized on a straight-line basis, which approximates the effect of the effective interest rate method, over the life of the respective debt instrument. We recognize the amortization of the Senior Notes debt issuance costs in interest expense. |
Deferred Purchase Price Obligation | Deferred Purchase Price Obligation. We recognize a liability for the Deferred Purchase Price Obligation to reflect the present value of the estimated Remaining Consideration to be paid in 2020 for the acquisition of the 2016 Drop Down Assets. We estimate Remaining Consideration by summing the calculations of (i) actual capital expenditures incurred and Business Adjusted EBITDA (as defined later) recognized from the 2016 Drop Down Assets during the period since closing the 2016 Drop Down to the current balance sheet date and (ii) estimates of projected capital expenditures and Business Adjusted EBITDA related to the 2016 Drop Down Assets for periods subsequent to the respective balance sheet date until December 31, 2019. We discount the Remaining Consideration using a commensurate risk-adjusted discount rate and recognize the change in present value of the Remaining Consideration in earnings in the period of change. Our recognition of the change in present value of the Remaining Consideration in the consolidated statements of operations represents the change in present value, which comprises a time value of money concept, as well as (i) actual results from the 2016 Drop Down Assets and (ii) adjustments to projections and the expected value of the Remaining Consideration (see Notes 17 and 19 for additional information). |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets. We test assets for impairment when events or circumstances indicate that the carrying value of a long-lived asset may not be recoverable. The carrying value of a long-lived asset (except goodwill) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If we conclude that an asset's carrying value will not be recovered through future cash flows, we recognize an impairment loss on the long-lived asset equal to the amount by which the carrying value exceeds its fair value. We determine fair value using either a market-based approach, an income-based approach or a combination of the two approaches. |
Derivative Contracts | Derivative Contracts. We have commodity price exposure related to our sale of the physical natural gas we retain from certain DFW Midstream customers and our procurement of electricity to operate the DFW Midstream system's electric-drive compression assets. Our gas gathering agreements with certain DFW Midstream customers permit us to retain a certain quantity of natural gas that we gather to offset the power costs we incur to operate these electric-drive compression assets. We manage this direct exposure to natural gas and power prices through the use of forward power purchase contracts with wholesale power providers that require us to purchase a fixed quantity of power at a fixed heat rate based on prevailing natural gas prices based on the Waha Hub Index. We sell retainage natural gas at prices that are based on the Waha Hub Index and/or the Atmos Zone 3 Index. By basing the power prices on an index and basin-relevant market, we are able to closely associate the relationship between the compression electricity expense and natural gas retainage sales . Accounting standards related to derivative instruments and hedging activities allow for normal purchase or sale elections and hedge accounting designations, which generally eliminate or defer the requirement for mark-to-market recognition in net income and thus reduce the volatility of net income that can result from fluctuations in fair values. We have designated these contracts as normal under the normal purchase and sale exception under the accounting standards for derivatives. We do not enter into risk management contracts for speculative purposes. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. The fair-value-measurement standard under GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard characterizes inputs used in determining fair value according to a hierarchy that prioritizes those inputs based upon the degree to which the inputs are observable. The three levels of the fair value hierarchy are as follows: • Level 1. Inputs represent quoted prices in active markets for identical assets or liabilities; • Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs); and • Level 3. Inputs that are not observable from objective sources, such as management’s internally developed assumptions used in pricing an asset or liability (for example, an internally developed present value of future cash flows model that underlies management's fair value measurement). |
Commitments and Contingencies | Commitments and Contingencies. We record accruals for loss contingencies when we determine that it is probable that a liability has been incurred and that such economic loss can be reasonably estimated. Such determinations are subject to interpretations of current facts and circumstances, forecasts of future events and estimates of the financial impacts of such events. We recognize gain contingencies when their realization is assured beyond a reasonable doubt. |
Noncontrolling Interest | Noncontrolling Interest. Noncontrolling interest represents the ownership interests of third-party entities in the net assets of our consolidated subsidiaries. For financial reporting purposes, we consolidate OpCo and its wholly owned subsidiaries with our wholly owned subsidiaries and through October 2018, the 1% ownership interest in OpCo was reflected as noncontrolling interest in partners' capital. We reflected changes in our ownership of OpCo as adjustments to noncontrolling interest. See Note 12 for additional information. |
Revenue Recognition | Revenue Recognition. 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 below for further discussion of the adoption. 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, fees from these arrangements 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. We provide gathering and/or processing services principally under contracts that contain one or more of the following arrangements: • Fee-based arrangements. • Percent-of-proceeds arrangements. 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 following 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 record customer billings for obligations under their MVCs as deferred revenue when the customer has the right to utilize shortfall payments to offset gathering or processing fees in subsequent periods. 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. In making this determination, we consider both quantitative and qualitative facts and circumstances, including, but not limited to, contract terms, capacity of the associated pipeline or receipt point and/or expectations regarding future investment, drilling and production. We classify deferred revenue as a current liability for arrangements where the expiration of a customer's right to utilize shortfall payments is 12 months or less. We classify deferred revenue as noncurrent for arrangements where the expiration of the right to utilize shortfall payments and our estimate of its potential utilization is more than 12 months. |
Unit-Based Compensation | Unit-Based Compensation. For awards of unit-based compensation, we determine a grant date fair value and recognize the related compensation expense in the statements of operations over the vesting period of the respective awards. |
Income Taxes | Income Taxes. As a partnership, we are generally not subject to federal and state income taxes, except as noted below. However, our unitholders are individually responsible for paying federal and state income taxes on their share of our taxable income. Net income or loss for GAAP purposes may differ significantly from taxable income reportable to our unitholders as a result of differences between the tax basis and the GAAP basis of assets and liabilities and the taxable income allocation requirements under our Partnership Agreement. The aggregate difference in the basis of the Partnership’s net assets for financial and income tax purposes cannot be readily determined as the Partnership does not have access to the information about each partner’s tax attributes related to the Partnership. In general, legal entities that are chartered, organized or conducting business in the state of Texas are subject to a franchise tax (the "Texas Margin Tax"). The Texas Margin Tax has the characteristics of an income tax because it is determined by applying a tax rate to a tax base that considers both revenues and expenses. Our financial statements reflect provisions for these tax obligations. |
Earnings or Loss Per Unit | Earnings or Loss Per Unit. We determine basic EPU by dividing the net income or loss that is attributed, in accordance with the net income and loss allocation provisions of our Partnership Agreement, to common limited partners under the two-class method, after deducting (i) any payment of IDRs, by the weighted-average number of limited partner units outstanding, (ii) the General Partner's approximate 2% interest in net income or loss, (iii) any net income or loss of contributed subsidiaries that is attributable to Summit Investments, (iv) the 1% noncontrolling interest in OpCo (for periods subsequent to the 2016 Drop Down and prior to 2018) and (v) net income attributable to Series A Preferred Units. Diluted EPU reflects the potential dilution that could occur if securities or other agreements to issue common units, such as unit-based compensation, were exercised, settled or converted into common units and included in the weighted-average number of units outstanding. When it is determined that potential common units resulting from an award subject to performance or market conditions should be included in the diluted EPU calculation, the impact is reflected by applying the treasury stock method. Pursuant to the closing of the Equity Restructuring Agreement, the IDRs and 2% general partner interest will be converted into 8,750,000 common units. |
Comprehensive Income or Loss | Comprehensive Income or Loss. Comprehensive income or loss is the same as net income or loss for all periods presented. |
Environmental Matters | Environmental Matters. We are subject to various federal, state and local laws and regulations relating to the protection of the environment. Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines and penalties and other sources are charged to expense when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. We accrue for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. Recoveries of environmental remediation costs from other parties or insurers are recorded as assets when their realization is assured beyond a reasonable doubt. |
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 • 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 then remaining term of the respective contract in accordance with Topic 606. Additionally, facility fees will be deferred and recognized over the remaining 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 consolidated financial statements. Consolidated balance sheet December 31, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Assets Accounts receivable $ 97,936 $ 91,936 $ 6,000 Property, plant and equipment, net 1,963,713 1,926,215 37,498 Liabilities Deferred revenue, current 11,467 4,071 7,396 Deferred revenue, noncurrent 39,504 8,938 30,566 Partners' Capital (1) 927,608 922,072 5,536 (1) Includes common limited partner capital and general partner interests. Consolidated statement of operations Year ended December 31, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Revenues Gathering services and related fees $ 344,616 $ 351,589 $ (6,973 ) Costs and expenses Cost of natural gas and NGLs 107,661 120,976 (13,315 ) Depreciation and amortization 107,100 105,765 1,335 Consolidated statement of cash flows Year ended December 31, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Cash flows from operating activities: Net income $ 42,351 $ 37,344 $ 5,007 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 106,767 105,432 1,335 Changes in operating assets and liabilities: Accounts receivable (21,535 ) (15,535 ) (6,000 ) Deferred revenue, net 5,355 5,697 (342 ) • 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 (“ROU”) 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 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. We adopted ASU 2016-02 on January 1, 2019. We will recognize a ROU asset and a corresponding lease liability based on the present value of such obligations. Based on current estimates, the total ROU assets we will recognize under ASU 2016-02 will account for less than 0.5% of total consolidated assets and the corresponding lease liabilities w ill a ccount for less than 0.5 % of total consolidated liabilities . We will also provide additional disclosures around the nature of the leasing activities beginning in our Form 10-Q for the three months ended March 31, 2019. These include additional qualitative disclosures, such as a general description of leases, and quantitative disclosures, such as lease costs, weighted average remaining lease term and weighted average discount rate. • 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 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. The consolidated financial statements include the assets, liabilities and results of operations of SMLP and its subsidiaries. All intercompany transactions among the consolidated entities have been eliminated in consolidation. Comprehensive income or loss is the same as net income or loss for all periods presented. SMLP recognized its drop down acquisitions at Summit Investments' historical cost because the acquisitions were executed by entities under common control. The excess of Summit Investments' net investment over the consideration paid and recognized for a contributed subsidiary is recognized as an addition to partners' capital, while the excess of purchase price paid and recognized over net investment is recognized as a reduction to partners' capital. Due to the common control aspect, we account for drop down transactions on an “as-if pooled” basis for the periods during which common control existed. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Useful lives of Property, Plant and Equipment | Estimates of useful lives follow. Useful lives (In years) (In years) Gathering and processing systems and related equipment 12-30 Other 4-15 |
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 Consolidated Financial Statements | Impact on financial statements The following tables summarize the impact of Topic 606 adoption on our consolidated financial statements. Consolidated balance sheet December 31, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Assets Accounts receivable $ 97,936 $ 91,936 $ 6,000 Property, plant and equipment, net 1,963,713 1,926,215 37,498 Liabilities Deferred revenue, current 11,467 4,071 7,396 Deferred revenue, noncurrent 39,504 8,938 30,566 Partners' Capital (1) 927,608 922,072 5,536 (1) Includes common limited partner capital and general partner interests. Consolidated statement of operations Year ended December 31, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Revenues Gathering services and related fees $ 344,616 $ 351,589 $ (6,973 ) Costs and expenses Cost of natural gas and NGLs 107,661 120,976 (13,315 ) Depreciation and amortization 107,100 105,765 1,335 Consolidated statement of cash flows Year ended December 31, 2018 As Reported Balances Without Adoption of Topic 606 Effect of Change Increase / (Decrease) (In thousands) Cash flows from operating activities: Net income $ 42,351 $ 37,344 $ 5,007 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 106,767 105,432 1,335 Changes in operating assets and liabilities: Accounts receivable (21,535 ) (15,535 ) (6,000 ) Deferred revenue, net 5,355 5,697 (342 ) |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 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 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. 2019 2020 2021 2022 2023 Thereafter (In thousands) Gathering services and related fees $ 126,006 $ 122,429 $ 100,070 $ 83,626 $ 70,923 $ 112,462 |
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 Year ended December 31, 2018 Utica Shale Williston Basin DJ Basin Permian Basin Piceance Basin Barnett Shale Marcellus Shale Total reportable segments All other segments Total (In thousands) Major products / services lines Gathering services and related fees $ 35,233 $ 79,606 $ 11,251 $ 115 $ 135,810 $ 59,030 $ 29,573 $ 350,618 $ (6,002 ) $ 344,616 Natural gas, NGLs and condensate sales — 31,840 371 843 14,800 2,523 — 50,377 84,457 134,834 Other revenues — 12,204 3,672 — 4,909 6,712 — 27,497 (294 ) 27,203 Total $ 35,233 $ 123,650 $ 15,294 $ 958 $ 155,519 $ 68,265 $ 29,573 $ 428,492 $ 78,161 $ 506,653 |
Schedule of Information about Contract Assets from Contracts with Customers | The following table provides information about contract assets from contracts with customers : December 31, 2018 (In thousands) Contract assets, December 31, 2017 $ — Additions 26,403 Transfers out (17,648 ) Contract assets, December 31, 2018 $ 8,755 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of assets by reportable segment | Assets by reportable segment follow. December 31, 2018 2017 2016 (In thousands) Assets: Utica Shale $ 207,357 $ 212,311 $ 199,392 Ohio Gathering 649,250 690,485 707,415 Williston Basin 526,819 512,860 724,084 DJ Basin 166,580 79,438 72,494 Permian Basin 145,702 57,590 — Piceance Basin 699,638 719,284 770,946 Barnett Shale 376,564 383,306 404,314 Marcellus Shale 208,790 217,362 224,709 Total reportable segment assets 2,980,700 2,872,636 3,103,354 Corporate and Other 44,181 22,406 12,294 Eliminations (4,319 ) (249 ) (469 ) Total assets $ 3,020,562 $ 2,894,793 $ 3,115,179 |
Schedule of segment reporting information | Revenues by reportable segment follow. Year ended December 31, 2018 2017 2016 (In thousands) Revenues (1): Utica Shale $ 35,233 $ 38,907 $ 24,263 Williston Basin 123,650 161,503 122,174 DJ Basin 15,294 11,860 8,439 Permian Basin 958 — — Piceance Basin 155,519 154,893 141,464 Barnett Shale 68,265 71,667 79,956 Marcellus Shale 29,573 30,394 26,111 Total reportable segments revenue 428,492 469,224 402,407 Corporate and Other 88,286 26,446 412 Eliminations (10,125 ) (6,929 ) (457 ) Total revenues $ 506,653 $ 488,741 $ 402,362 (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. Year ended December 31, 2018 2017 2016 (In thousands) Depreciation and amortization (1): Utica Shale $ 7,672 $ 7,009 $ 4,331 Williston Basin 22,642 33,772 33,676 DJ Basin 3,133 2,636 2,524 Permian Basin 243 — — Piceance Basin 46,919 46,289 46,616 Barnett Shale (2) 15,325 15,001 16,093 Marcellus Shale 9,090 9,047 8,841 Total reportable segment depreciation and amortization 105,024 113,754 112,081 Corporate and Other 1,743 1,118 580 Total depreciation and amortization $ 106,767 $ 114,872 $ 112,661 (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. Year ended December 31, 2018 2017 2016 (In thousands) Cash paid for capital expenditures (1): Utica Shale $ 5,719 $ 22,921 $ 78,708 Williston Basin 25,202 17,309 31,541 DJ Basin 64,920 7,150 5,807 Permian Basin 83,823 56,020 — Piceance Basin 7,887 16,564 19,912 Barnett Shale 1,370 569 3,910 Marcellus Shale 1,030 641 1,173 Total reportable segment capital expenditures 189,951 121,174 141,051 Corporate and Other 10,635 3,041 1,668 Total cash paid for capital expenditures $ 200,586 $ 124,215 $ 142,719 (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: Year ended December 31, 2018 2017 2016 Percentage of total revenues (1)(2): Counterparty A - Piceance Basin * * 14 % Counterparty B - Williston Basin * 13 % * Counterparty C - Piceance Basin 10 % * * (1) Includes recognition of revenue that was previously deferred in connection with minimum volume commitments (see Note 9). (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. Year ended December 31, 2018 2017 2016 (In thousands) Reportable segment adjusted EBITDA Utica Shale $ 30,285 $ 34,011 $ 21,035 Ohio Gathering 39,969 41,246 45,602 Williston Basin 76,701 66,413 79,475 DJ Basin 7,558 6,624 3,681 Permian Basin (1,200 ) — — Piceance Basin 111,042 111,113 105,560 Barnett Shale 43,268 46,232 54,634 Marcellus Shale 24,267 23,888 19,203 Total of reportable segments' measures of profit or loss $ 331,890 $ 329,527 $ 329,190 A reconciliation of income or loss before income taxes and income or loss from equity method investees to total of reportable segments' measures of profit or loss follows. Year ended December 31, 2018 2017 2016 (In thousands) Reconciliation of income (loss) before income taxes and loss from equity method investees to total of reportable segments' measures of profit: Income (loss) before income taxes and loss from equity method investees $ 53,272 $ 88,614 $ (7,768 ) Add: Corporate and Other 38,917 39,140 37,589 Interest expense 60,535 68,131 63,810 Early extinguishment of debt — 22,039 — Deferred Purchase Price Obligation 20,975 (200,322 ) 55,854 Depreciation and amortization 106,767 114,872 112,661 Proportional adjusted EBITDA for equity method investees 39,969 41,246 45,602 Adjustments related to MVC shortfall payments (3,632 ) (41,373 ) 11,600 Adjustments related to capital reimbursement activity (427 ) — — Unit-based and noncash compensation 8,328 7,951 7,985 Loss on asset sales, net — 527 93 Long-lived asset impairment 7,186 188,702 1,764 Total of reportable segments' measures of profit $ 331,890 $ 329,527 $ 329,190 |
Schedule of Adjustments Related to Minimum Volume Commitments Shortfall Payments | Adjustments related to MVC shortfall payments by reportable segment follow. Year ended December 31, 2018 Williston Basin Piceance Basin Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ — $ — $ — $ — Expected MVC shortfall adjustments — 10 (3,642 ) (3,632 ) Total adjustments related to MVC shortfall payments $ — $ 10 $ (3,642 ) $ (3,632 ) Year ended December 31, 2017 Williston Basin Piceance Basin Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ (37,693 ) $ (3,065 ) $ — $ (40,758 ) Expected MVC shortfall adjustments — (3 ) (612 ) (615 ) Total adjustments related to MVC shortfall payments $ (37,693 ) $ (3,068 ) $ (612 ) $ (41,373 ) Year Ended December 31, 2016 Williston Basin Piceance Basin Barnett Shale Total (In thousands) Adjustments related to MVC shortfall payments: Net change in deferred revenue for MVC shortfall payments $ 8,691 $ 3,288 $ (677 ) $ 11,302 Expected MVC shortfall adjustments — (317 ) 615 298 Total adjustments related to MVC shortfall payments $ 8,691 $ 2,971 $ (62 ) $ 11,600 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of property, plant, and equipment, net | Details on property, plant and equipment follow. December 31, 2018 December 31, 2017 (In thousands) Gathering and processing systems and related equipment $ 2,155,325 $ 1,973,722 Construction in progress 137,920 78,850 Land and line fill 11,748 11,735 Other 45,853 40,262 Total 2,350,846 2,104,569 Less accumulated depreciation 387,133 309,440 Property, plant and equipment, net $ 1,963,713 $ 1,795,129 |
Schedule of long-lived asset impairments | During 2018, 2017 and 2016, we recognized the following long-lived asset impairments, by segment. Year ended December 31, 2018 2017 2016 (In thousands) Long-lived asset impairment: Williston Basin $ 3,972 $ 101,961 $ 569 Piceance Basin 1,004 697 — DJ Basin 9 — — Barnett Shale — — 1,195 Utica Shale 1,440 878 — Permian Basin 761 — — |
Schedule of depreciation expense and capitalized interest costs | Depreciation expense and capitalized interest follow. Year ended December 31, 2018 2017 2016 (In thousands) Depreciation expense $ 74,511 $ 75,120 $ 70,770 Capitalized interest 8,497 2,579 3,709 |
AMORTIZING INTANGIBLE ASSETS _2
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT (Tables) | 12 Months Ended |
Dec. 31, 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 prior to 2018), all of which are subject to amortization, follow. December 31, 2018 Gross carrying amount Accumulated amortization Net (In thousands) Favorable gas gathering contracts $ 24,195 $ (13,905 ) $ 10,290 Contract intangibles 278,448 (143,962 ) 134,486 Rights-of-way 166,209 (37,569 ) 128,640 Total intangible assets $ 468,852 $ (195,436 ) $ 273,416 Unfavorable gas gathering contract $ 10,962 $ (10,962 ) $ — 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: Year ended December 31, 2018 2017 2016 (In thousands) Amortization expense – favorable gas gathering contracts $ (1,555 ) $ (1,555 ) $ (1,261 ) Amortization expense – unfavorable gas gathering contract 1,888 2,158 839 We recognized amortization expense in costs and expenses as follows: Year ended December 31, 2018 2017 2016 (In thousands) Amortization expense – contract intangibles $ 26,141 $ 34,202 $ 35,416 Amortization expense – rights-of-way 6,448 6,153 6,053 |
Estimated aggregate annual amortization expected to be recognized | The estimated aggregate annual amortization expected to be recognized for as of December 31, 2018 for each of the five succeeding fiscal years follows. Intangible assets (In thousands) 2019 $ 32,422 2020 32,246 2021 28,554 2022 25,487 2023 25,433 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Rollforward of goodwill by reportable segment | Accumulated goodwill impairments by reportable segment for those reporting units that have previously recognized goodwill follow. As of December 31, 2018, 2017, 2016 (In thousands) Accumulated goodwill impairment: Piceance Basin $ 45,478 Williston Basin 257,572 Total accumulated goodwill impairment $ 303,050 |
EQUITY METHOD INVESTMENTS (Tabl
EQUITY METHOD INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Equity Method Investments | A reconciliation of our 2018 2017 (In thousands) Investment in equity method investees, December 31 $ 649,250 $ 690,485 December cash distributions 2,736 4,032 December cash contributions — (3,932 ) Impairment loss 5,652 1,383 Legal contingency 2,040 — Basis difference (116,832 ) (130,184 ) Investment in equity method investees, net of basis difference, November 30 $ 542,846 $ 561,784 Summarized balance sheet information for OGC and OCC follows (amounts represent 100% of investee financial information). November 30, 2018 November 30, 2017 OGC OCC OGC OCC (In thousands) Current assets $ 37,403 $ 3,716 $ 34,383 $ 3,650 Noncurrent assets 1,262,253 27,203 1,319,448 29,156 Total assets $ 1,299,656 $ 30,919 $ 1,353,831 $ 32,806 Current liabilities $ 19,903 $ 3,912 $ 10,882 $ 3,382 Noncurrent liabilities 3,688 8,807 3,272 11,715 Total liabilities $ 23,591 $ 12,719 $ 14,154 $ 15,097 Summarized statements of operations information for OGC and OCC follow (amounts represent 100% of investee financial information). Twelve months ended November 30, 2018 Twelve months ended November 30, 2017 Twelve months ended November 30, 2016 OGC OCC OGC OCC OGC OCC (In thousands) Total revenues $ 142,398 $ 10,177 $ 140,679 $ 8,607 $ 148,662 $ 15,791 Total operating expenses 136,722 9,053 111,897 8,298 96,647 111,528 Net income (loss) 5,670 498 28,785 (907 ) 52,009 (94,230 ) |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Rollforward of deferred revenue | A rollforward of current deferred revenue follows. Utica Shale Williston Basin DJ Basin Piceance Basin Barnett Shale Marcellus Shale Total current (In thousands) Current deferred revenue, January 1, 2017 $ — $ — $ — $ — $ — $ — $ — Additions — — — 18,294 — — 18,294 Less revenue recognized — — — 14,294 — — 14,294 Current deferred revenue, December 31, 2017, as reported — — — 4,000 — — 4,000 Net impact of Topic 606 day 1 adoption 18 1,017 358 3,038 1,619 38 6,088 Current deferred revenue, January 1, 2018 18 1,017 358 7,038 1,619 38 10,088 Additions 18 1,744 943 21,955 1,651 96 26,407 Less revenue recognized 18 1,347 562 21,377 1,628 96 25,028 Current deferred revenue, December 31, 2018 $ 18 $ 1,414 $ 739 $ 7,616 $ 1,642 $ 38 $ 11,467 A rollforward of noncurrent deferred revenue follows. Utica Shale Williston Basin DJ Basin Piceance Basin Barnett Shale Marcellus Shale Total noncurrent (In thousands) Noncurrent deferred, revenue, January 1, 2017 $ — $ 37,693 $ — $ 19,772 $ — $ — $ 57,465 Less revenue recognized — 37,693 — 3,065 — 40,758 Less reclassification to current deferred revenue — — — 4,000 — — 4,000 Noncurrent deferred revenue, December 31, 2017, as reported — — — 12,707 — — 12,707 Net impact of Topic 606 day 1 adoption 39 4,215 4,505 5,512 8,217 333 22,821 Noncurrent deferred revenue, January 1, 2018 39 4,215 4,505 18,219 8,217 333 35,528 Additions — 1,851 3,720 7,869 3,062 — 16,502 Less reclassification to current deferred revenue 18 1,673 941 8,146 1,651 97 12,526 Noncurrent deferred revenue, December 31, 2018 $ 21 $ 4,393 $ 7,284 $ 17,942 $ 9,628 $ 236 $ 39,504 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of debt and capital leases | Debt consisted of the following: December 31, 2018 December 31, 2017 (In thousands) Summit Holdings' variable rate senior secured Revolving Credit Facility (5.03% at December 31, 2018 and 4.07% at December 31, 2017) due May 2022 $ 466,000 $ 261,000 Summit Holdings' 5.5% senior unsecured notes due August 2022 300,000 300,000 Less unamortized debt issuance costs (1) (2,362 ) (2,910 ) Summit Holdings' 5.75% senior unsecured notes due April 2025 500,000 500,000 Less unamortized debt issuance costs (1) (5,907 ) (6,898 ) Total long-term debt $ 1,257,731 $ 1,051,192 __________ (1) Issuance costs are being amortized over the life of the notes. |
Schedule of maturities of long-term debt | The aggregate amount of debt maturing during each of the years after December 31, 2018 are as follow (in thousands): 2019 $ — 2020 — 2021 — 2022 766,000 2023 — Thereafter 500,000 Total long-term debt $ 1,266,000 |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 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, 2017 $ 563,281 Change in fair value (200,322 ) Level 3 liability, December 31, 2017 362,959 Change in fair value 20,975 Level 3 liability, December 31, 2018 $ 383,934 |
Summary of the estimated fair value of debt instruments | A summary of the estimated fair value of our debt financial instruments follows. December 31, 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) $ 297,638 $ 286,625 $ 297,090 $ 301,750 Summit Holdings 5.75% Senior Notes ($500.0 million principal) 494,093 455,208 493,102 501,667 |
PARTNERS' CAPITAL (Tables)
PARTNERS' CAPITAL (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of partner units activity | A rollforward of the number of common limited partner, preferred limited partner and General Partner units follows. Limited partners Series A Preferred Units Common Subordinated General Partner Units, January 1, 2016 — 42,062,644 24,409,850 1,354,700 Subordinated units conversion — 24,409,850 (24,409,850 ) — Units issued in connection with the September 2016 Equity Offering — 5,500,000 — — General Partner 2% contribution — — — 112,245 Net units issued under the SMLP LTIP — 138,627 — 4,242 Units, December 31, 2016 — 72,111,121 — 1,471,187 Units issued in connection with the November 2017 Equity Offering 300,000 — — — Net units issued under the SMLP LTIP — 211,327 — — Units issued under ATM program — 763,548 — — General Partner 2% contribution — — — 19,812 Units, December 31, 2017 300,000 73,085,996 — 1,490,999 Net units issued under the SMLP LTIP — 304,857 — — Units, December 31, 2018 300,000 73,390,853 — 1,490,999 |
Details of cash distributions | We paid the following per-unit distributions during the years ended December 31: Year ended December 31, 2018 2017 2016 Per-unit distributions to unitholders $ 2.300 $ 2.300 $ 2.300 Our payment of IDRs as reported in distributions to unitholders – General Partner in the statements of partners' capital during the years ended December 31 follow. Year ended December 31, 2018 2017 2016 (In thousands) IDR payments $ 8,535 $ 8,460 $ 7,912 |
Schedule of partnership target distributions | The following table illustrates the percentage allocations of available cash between the unitholders and our General Partner based on the specified target distribution levels. The amounts set forth in the column Marginal Percentage Interest in Distributions are the percentage interests of our General Partner and the unitholders in any available cash we distribute up to and including the corresponding amount in the column Total Quarterly Distribution Per Unit Target Amount. The percentage interests shown for our unitholders and our General Partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the MQD. The percentage interests set forth below for our General Partner assume (i) a 2% general partner interest, (ii) that our General Partner has not transferred its IDRs and (iii) that there are no arrearages on common units. Marginal percentage interest in distributions Total quarterly distribution per unit target amount Unitholders General Partner Minimum quarterly distribution $0.40 98% 2% First target distribution $0.40 up to $0.46 98% 2% Second target distribution above $0.46 up to $0.50 85% 15% Third target distribution above $0.50 up to $0.60 75% 25% Thereafter above $0.60 50% 50% |
EARNINGS PER UNIT (Tables)
EARNINGS PER UNIT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per limited partner unit | The following table details the components of EPU. Year ended December 31, 2018 2017 2016 (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 $ 32,799 $ 75,485 $ (48,179 ) Less net income attributable to Series A Preferred Units 28,500 3,563 — Net income (loss) attributable to common limited partners $ 4,299 $ 71,922 $ (48,179 ) Denominator for basic and diluted EPU: Weighted-average common units outstanding – basic 73,304 72,705 68,264 Effect of nonvested phantom units 311 342 — Weighted-average common units outstanding – diluted 73,615 73,047 68,264 Earnings (loss) per limited partner unit: Common unit – basic $ 0.06 $ 0.99 $ (0.71 ) Common unit – diluted $ 0.06 $ 0.98 $ (0.71 ) Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU 2 42 125 |
UNIT-BASED AND NONCASH COMPEN_2
UNIT-BASED AND NONCASH COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of activity | The following table presents phantom unit activity: Units Weighted-average grant date fair value Nonvested phantom units, January 1, 2016 379,911 $ 31.13 Phantom units granted 495,535 14.91 Phantom units vested (178,953 ) 33.80 Phantom units forfeited (4,538 ) 16.89 Nonvested phantom units, December 31, 2016 691,955 19.59 Phantom units granted 371,972 22.50 Phantom units vested (293,222 ) 24.76 Phantom units forfeited (21,431 ) 20.07 Nonvested phantom units, December 31, 2017 749,274 20.07 Phantom units granted 515,358 15.25 Phantom units vested (359,016 ) 22.39 Phantom units forfeited (41,492 ) 17.27 Nonvested phantom units, December 31, 2018 864,124 $ 17.11 |
Schedule of intrinsic values | The intrinsic value of phantom units that vested during the years ended December 31, follows. Year ended December 31, 2018 2017 2016 (In thousands) Intrinsic value of vested LTIP awards $ 5,393 $ 6,657 $ 2,957 |
Schedule of unit-based compensation recognized in general and administrative expense | Unit-based compensation recognized in general and administrative expense related to awards under the SMLP LTIP follows. Year ended December 31, 2018 2017 2016 (In thousands) SMLP LTIP unit-based compensation $ 8,328 $ 7,951 $ 7,550 |
RELATED-PARTY TRANSACTIONS (Tab
RELATED-PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 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: Year ended December 31, 2018 2017 2016 (In thousands) Operation and maintenance expense $ 29,061 $ 27,450 $ 26,485 General and administrative expense 30,119 30,899 31,947 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 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: Year ended December 31, 2018 2017 2016 (In thousands) Rent expense $ 3,928 $ 3,772 $ 2,861 |
Future minimum lease payments due under noncancelable operating leases | Future minimum lease payments due under noncancelable operating leases at December 31, 2018, were as follows (in thousands): 2019 $ 3,133 2020 1,018 2021 550 2022 506 2023 373 Thereafter 621 Total future minimum lease payments $ 6,201 |
Schedule of accrued environmental remediation | A rollforward of the aggregate accrued environmental remediation liabilities follows. Total (In thousands) Accrued environmental remediation, January 1, 2017 $ 9,453 Payments made (4,109 ) Accrued environmental remediation, December 31, 2017 $ 5,344 Payments made (3,808 ) Additional accruals 4,100 Accrued environmental remediation, December 31, 2018 $ 5,636 |
ACQUISITIONS AND DROP DOWN TR_2
ACQUISITIONS AND DROP DOWN TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination, Revenue and Net Income Disclosures | Revenues and net income for the previously separate entities and the combined amounts, as presented in these consolidated financial statements follow. Year ended December 31, 2016 (In thousands) SMLP revenues $ 393,495 2016 Drop Down Assets revenues (1) 8,867 Combined revenues $ 402,362 SMLP net loss $ (40,932 ) 2016 Drop Down Assets net income (1) 2,745 Combined net loss $ (38,187 ) _______ (1) Results are fully reflected in SMLP's results of operations subsequent to closing the respective drop down. |
UNAUDITED QUARTERLY FINANCIAL_2
UNAUDITED QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly summarized information on the consolidated results of operations | Summarized information on the consolidated results of operations for each of the quarters during the two-year period ended December 31, 2018, follows. Quarter ended December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018 (In thousands, except per-unit amounts) Total revenues $ 133,671 $ 127,479 $ 128,183 $ 117,320 Net income (loss) attributable to SMLP $ 38,654 $ 57,430 $ (49,971 ) $ (3,930 ) Less net income and IDRs attributable to General Partner 2,907 3,279 1,140 2,058 Less net income attributable to Series A Preferred Units 7,125 7,125 7,125 7,125 Net income (loss) attributable to common limited partners $ 28,622 $ 47,026 $ (58,236 ) $ (13,113 ) Earnings (loss) per limited partner unit: Common unit - basic $ 0.39 $ 0.64 $ (0.79 ) $ (0.18 ) Common unit - diluted $ 0.39 $ 0.64 $ (0.79 ) $ (0.18 ) Quarter ended December 31, 2017 September 30, 2017 June 30, 2017 March 31, 2017 (In thousands, except per-unit amounts) Total revenues $ 126,199 $ 124,945 $ 101,792 $ 135,805 Net (loss) income attributable to SMLP $ (18,331 ) $ 93,546 $ 11,157 $ (685 ) Less net income and IDRs attributable to General Partner 1,760 3,999 2,351 2,092 Less net income attributable to Series A Preferred Units 3,563 — — — Net (loss) income attributable to common limited partners $ (23,654 ) $ 89,547 $ 8,806 $ (2,777 ) (Loss) earnings per limited partner unit: Common unit - basic $ (0.32 ) $ 1.23 $ 0.12 $ (0.04 ) Common unit - diluted $ (0.32 ) $ 1.22 $ 0.12 $ (0.04 ) |
ORGANIZATION, BUSINESS OPERAT_2
ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION - Narrative (Details) - shares | Feb. 26, 2019 | Sep. 30, 2016 | Feb. 29, 2016 | Dec. 31, 2018 | Nov. 30, 2018 | Oct. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2016 |
Organization And Business Operations [Line Items] | ||||||||
Common limited partner capital (in shares) | 73,390,853 | 73,085,996 | ||||||
Summit Midstream OpCo, LP | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Ownership interest | 1.00% | 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% | |||||||
Drop Down Assets 2016 Acquisition | Summit Midstream OpCo, LP | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Ownership interest | 1.00% | |||||||
Subsidiary of Summit Investments | Summit Midstream OpCo, LP | ||||||||
Organization And Business Operations [Line Items] | ||||||||
Ownership interest | 1.00% | 1.00% | 1.00% | |||||
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% | 2.00% | ||||||
General Partner | Subsequent Event | ||||||||
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% | |||||||
General Partner | Summit Investments | Summit Midstream Partners, LP | Subsequent Event | ||||||||
Organization And Business Operations [Line Items] | ||||||||
General partner interest | 2.00% | |||||||
General Partner | Common units | Subsequent Event | ||||||||
Organization And Business Operations [Line Items] | ||||||||
General partner units converted | 8,750,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Gathering and processing systems and related equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 12 years |
Gathering and processing systems and related equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Other | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 4 years |
Other | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Millions | Feb. 26, 2019 | Sep. 30, 2016 | Dec. 31, 2018 | Nov. 30, 2018 | Oct. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2016 |
Calculated under Revenue Guidance in Effect before Topic 606 | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Acceleration totaled, recognition of revenue | $ 16.7 | ||||||
General Partner | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
General partner interest | 2.00% | 2.00% | |||||
General Partner | Subsequent Event | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
General partner interest | 2.00% | ||||||
General Partner | Subsequent Event | Common units | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
General partner units converted | 8,750,000 | ||||||
Summit Midstream OpCo, LP | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Ownership percentage by noncontrolling owners | 1.00% | 1.00% | |||||
Drop Down Assets 2016 Acquisition | Summit Midstream OpCo, LP | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Ownership percentage by noncontrolling owners | 1.00% | 1.00% | 1.00% | ||||
Drop Down Assets 2016 Acquisition | Summit Midstream OpCo, LP | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Ownership percentage by noncontrolling owners | 1.00% | ||||||
Minimum | Accounting Standard Update 2016-02 | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Percentage of ROU assets to be recognized compared to total consolidated assets | 0.50% | ||||||
Percentage of lease liabilities to be recognized compared to total consolidated liabilites | 0.50% | ||||||
Favorable gas gathering contracts | Minimum | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Useful lives (In years) | 10 years | ||||||
Favorable gas gathering contracts | Maximum | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Useful lives (In years) | 20 years | ||||||
Other Gas Gathering Contract | Minimum | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Useful lives (In years) | 3 years | ||||||
Other Gas Gathering Contract | Maximum | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Useful lives (In years) | 25 years | ||||||
Rights-of-way | Minimum | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Useful lives (In years) | 20 years | ||||||
Rights-of-way | Maximum | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Useful lives (In years) | 30 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
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 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||||
Property, plant and equipment, net | $ 1,963,713 | $ 1,828,252 | $ 1,795,129 | |
Liabilities | ||||
Deferred revenue | 11,467 | 10,088 | 4,000 | $ 0 |
Deferred revenue, noncurrent | 39,504 | 35,528 | 12,707 | $ 57,465 |
Partners' Capital | 927,608 | 1,088,644 | ||
Accounting Standards Update 2014-09 | ||||
Liabilities | ||||
Deferred revenue | 10,088 | |||
Deferred revenue, noncurrent | 35,528 | |||
Accounting Standards Update 2014-09 | Calculated under Revenue Guidance in Effect before Topic 606 | ||||
Assets | ||||
Property, plant and equipment, net | 1,926,215 | 1,795,129 | ||
Liabilities | ||||
Deferred revenue | 4,071 | 4,000 | ||
Deferred revenue, noncurrent | 8,938 | 12,707 | ||
Partners' Capital | 922,072 | 1,084,430 | ||
Accounting Standards Update 2014-09 | Adjustments Due to Topic 606 | ||||
Assets | ||||
Property, plant and equipment, net | 37,498 | 33,123 | ||
Liabilities | ||||
Deferred revenue | 7,396 | 6,088 | 6,088 | |
Deferred revenue, noncurrent | 30,566 | 22,821 | $ 22,821 | |
Partners' Capital | $ 5,536 | $ 4,214 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Impact of Topic 606 Adoption on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||||
Accounts receivable | $ 97,936 | |||
Property, plant and equipment, net | 1,963,713 | $ 1,828,252 | $ 1,795,129 | |
Liabilities | ||||
Deferred revenue | 11,467 | 10,088 | 4,000 | $ 0 |
Deferred revenue, noncurrent | 39,504 | 35,528 | 12,707 | $ 57,465 |
Partners' Capital | 927,608 | 1,088,644 | ||
Accounting Standards Update 2014-09 | ||||
Liabilities | ||||
Deferred revenue | 10,088 | |||
Deferred revenue, noncurrent | 35,528 | |||
Accounting Standards Update 2014-09 | Calculated under Revenue Guidance in Effect before Topic 606 | ||||
Assets | ||||
Accounts receivable | 91,936 | |||
Property, plant and equipment, net | 1,926,215 | 1,795,129 | ||
Liabilities | ||||
Deferred revenue | 4,071 | 4,000 | ||
Deferred revenue, noncurrent | 8,938 | 12,707 | ||
Partners' Capital | 922,072 | 1,084,430 | ||
Accounting Standards Update 2014-09 | Effect of Change Increase / (Decrease) | ||||
Assets | ||||
Accounts receivable | 6,000 | |||
Property, plant and equipment, net | 37,498 | 33,123 | ||
Liabilities | ||||
Deferred revenue | 7,396 | 6,088 | 6,088 | |
Deferred revenue, noncurrent | 30,566 | 22,821 | $ 22,821 | |
Partners' Capital | $ 5,536 | $ 4,214 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Impact of Topic 606 Adoption on Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | |||||||||||
Gathering services and related fees | $ 133,671 | $ 127,479 | $ 128,183 | $ 117,320 | $ 126,199 | $ 124,945 | $ 101,792 | $ 135,805 | $ 506,653 | $ 488,741 | $ 402,362 |
Costs and expenses: | |||||||||||
Cost of natural gas and NGLs | $ 107,661 | $ 57,237 | $ 27,421 | ||||||||
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | us-gaap:OilAndGasPurchasedMember | ||||||||
Depreciation and amortization | $ 107,100 | $ 115,475 | $ 112,239 | ||||||||
Gathering Services and Related Fees | |||||||||||
Revenues: | |||||||||||
Gathering services and related fees | 344,616 | $ 394,427 | $ 345,961 | ||||||||
Accounting Standards Update 2014-09 | Calculated under Revenue Guidance in Effect before Topic 606 | |||||||||||
Costs and expenses: | |||||||||||
Cost of natural gas and NGLs | $ 120,976 | ||||||||||
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | ||||||||||
Depreciation and amortization | $ 105,765 | ||||||||||
Accounting Standards Update 2014-09 | Effect of Change Increase / (Decrease) | |||||||||||
Costs and expenses: | |||||||||||
Cost of natural gas and NGLs | $ (13,315) | ||||||||||
Type of Cost, Good or Service [Extensible List] | us-gaap:OilAndGasPurchasedMember | ||||||||||
Depreciation and amortization | $ 1,335 | ||||||||||
Accounting Standards Update 2014-09 | Gathering Services and Related Fees | Calculated under Revenue Guidance in Effect before Topic 606 | |||||||||||
Revenues: | |||||||||||
Gathering services and related fees | 351,589 | ||||||||||
Accounting Standards Update 2014-09 | Gathering Services and Related Fees | Effect of Change Increase / (Decrease) | |||||||||||
Revenues: | |||||||||||
Gathering services and related fees | $ (6,973) |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Impact of Topic 606 Adoption on Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net (loss) income | $ 42,351 | $ 86,050 | $ (38,187) |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 106,767 | 114,872 | 112,661 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (21,535) | 25,063 | (7,783) |
Deferred revenue, net | 5,355 | $ (40,758) | $ 11,302 |
Accounting Standards Update 2014-09 | Calculated under Revenue Guidance in Effect before Topic 606 | |||
Cash flows from operating activities: | |||
Net (loss) income | 37,344 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 105,432 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (15,535) | ||
Deferred revenue, net | 5,697 | ||
Accounting Standards Update 2014-09 | Effect of Change Increase / (Decrease) | |||
Cash flows from operating activities: | |||
Net (loss) income | 5,007 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 1,335 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (6,000) | ||
Deferred revenue, net | $ (342) |
REVENUE - Narrative1 (Details)
REVENUE - Narrative1 (Details) | Dec. 31, 2018 |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-01-01 | |
Revenue From Contract With Customer [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 25 years |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 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 | $ 82,900 | |
Contract assets included in accounts receivable | 8,755 | $ 0 |
Gathering Services and Related Fees | ||
Revenue From Contract With Customer [Line Items] | ||
Contract liabilities, revenue | $ 10,800 |
REVENUE - Schedule of Estimated
REVENUE - Schedule of Estimated Revenue Expected to be Recognized and MVC Shortfall Payments (Details) - Gathering Services and Related Fees $ in Thousands | Dec. 31, 2018USD ($) |
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 | $ 126,006 |
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 | $ 122,429 |
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 | $ 100,070 |
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 | $ 83,626 |
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 | 1 year |
Revenue, remaining performance obligation | $ 70,923 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, Period | 20 years |
Revenue, remaining performance obligation | $ 112,462 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | $ 133,671 | $ 127,479 | $ 128,183 | $ 117,320 | $ 126,199 | $ 124,945 | $ 101,792 | $ 135,805 | $ 506,653 | $ 488,741 | $ 402,362 |
All Other Segments | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 78,161 | ||||||||||
Reportable Segments | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 428,492 | 469,224 | 402,407 | ||||||||
Reportable Segments | Utica Shale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 35,233 | 38,907 | 24,263 | ||||||||
Reportable Segments | Williston Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 123,650 | 161,503 | 122,174 | ||||||||
Reportable Segments | DJ Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 15,294 | 11,860 | 8,439 | ||||||||
Reportable Segments | Piceance Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 155,519 | 154,893 | 141,464 | ||||||||
Reportable Segments | Permian Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 958 | ||||||||||
Reportable Segments | Barnett Shale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 68,265 | 71,667 | 79,956 | ||||||||
Reportable Segments | Marcellus Shale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 29,573 | $ 30,394 | $ 26,111 | ||||||||
Gathering Services and Related Fees | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 344,616 | ||||||||||
Gathering Services and Related Fees | All Other Segments | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | (6,002) | ||||||||||
Gathering Services and Related Fees | Reportable Segments | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 350,618 | ||||||||||
Gathering Services and Related Fees | Reportable Segments | Utica Shale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 35,233 | ||||||||||
Gathering Services and Related Fees | Reportable Segments | Williston Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 79,606 | ||||||||||
Gathering Services and Related Fees | Reportable Segments | DJ Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 11,251 | ||||||||||
Gathering Services and Related Fees | Reportable Segments | Piceance Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 135,810 | ||||||||||
Gathering Services and Related Fees | Reportable Segments | Permian Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 115 | ||||||||||
Gathering Services and Related Fees | Reportable Segments | Barnett Shale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 59,030 | ||||||||||
Gathering Services and Related Fees | Reportable Segments | Marcellus Shale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 29,573 | ||||||||||
Natural Gas, NGLs and Condensate Sales | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 134,834 | ||||||||||
Natural Gas, NGLs and Condensate Sales | All Other Segments | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 84,457 | ||||||||||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 50,377 | ||||||||||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | Utica Shale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 0 | ||||||||||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | Williston Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 31,840 | ||||||||||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | DJ Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 371 | ||||||||||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | Piceance Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 14,800 | ||||||||||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | Permian Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 843 | ||||||||||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | Barnett Shale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 2,523 | ||||||||||
Natural Gas, NGLs and Condensate Sales | Reportable Segments | Marcellus Shale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 0 | ||||||||||
Other Revenues | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 27,203 | ||||||||||
Other Revenues | All Other Segments | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | (294) | ||||||||||
Other Revenues | Reportable Segments | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 27,497 | ||||||||||
Other Revenues | Reportable Segments | Utica Shale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 0 | ||||||||||
Other Revenues | Reportable Segments | Williston Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 12,204 | ||||||||||
Other Revenues | Reportable Segments | DJ Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 3,672 | ||||||||||
Other Revenues | Reportable Segments | Piceance Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 4,909 | ||||||||||
Other Revenues | Reportable Segments | Permian Basin | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 0 | ||||||||||
Other Revenues | Reportable Segments | Barnett Shale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | 6,712 | ||||||||||
Other Revenues | Reportable Segments | Marcellus Shale | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Total revenues | $ 0 |
REVENUE - Schedule of Informati
REVENUE - Schedule of Information about Contract Assets from Contracts with Customers (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Contract With Customer Asset And Liability [Abstract] | |
Contract assets, December 31, 2017 | $ 0 |
Additions | 26,403 |
Transfers out | (17,648) |
Contract assets, December 31, 2018 | $ 8,755 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)MMcf | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||
Processing plant expected to be commissioned | MMcf | 60 | ||
Capital expenditures | $ 200,586 | $ 124,215 | $ 142,719 |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | $ 3,300 |
SEGMENT INFORMATION - Assets, R
SEGMENT INFORMATION - Assets, Revenues, Depreciation and Amortization, and Capital Expenditures by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Assets | $ 3,020,562 | $ 2,894,793 | $ 3,020,562 | $ 2,894,793 | $ 3,115,179 | ||||||
Revenues | 133,671 | $ 127,479 | $ 128,183 | $ 117,320 | 126,199 | $ 124,945 | $ 101,792 | $ 135,805 | 506,653 | 488,741 | 402,362 |
Depreciation and amortization | 106,767 | 114,872 | 112,661 | ||||||||
Capital expenditures | 200,586 | 124,215 | 142,719 | ||||||||
Reportable Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | 2,980,700 | 2,872,636 | 2,980,700 | 2,872,636 | 3,103,354 | ||||||
Revenues | 428,492 | 469,224 | 402,407 | ||||||||
Depreciation and amortization | 105,024 | 113,754 | 112,081 | ||||||||
Capital expenditures | 189,951 | 121,174 | 141,051 | ||||||||
Reportable Segments | Utica Shale | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | 207,357 | 212,311 | 207,357 | 212,311 | 199,392 | ||||||
Revenues | 35,233 | 38,907 | 24,263 | ||||||||
Depreciation and amortization | 7,672 | 7,009 | 4,331 | ||||||||
Capital expenditures | 5,719 | 22,921 | 78,708 | ||||||||
Reportable Segments | Ohio Gathering | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | 649,250 | 690,485 | 649,250 | 690,485 | 707,415 | ||||||
Reportable Segments | Williston Basin | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | 526,819 | 512,860 | 526,819 | 512,860 | 724,084 | ||||||
Revenues | 123,650 | 161,503 | 122,174 | ||||||||
Depreciation and amortization | 22,642 | 33,772 | 33,676 | ||||||||
Capital expenditures | 25,202 | 17,309 | 31,541 | ||||||||
Reportable Segments | Barnett Shale | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | 376,564 | 383,306 | 376,564 | 383,306 | 404,314 | ||||||
Revenues | 68,265 | 71,667 | 79,956 | ||||||||
Depreciation and amortization | 15,325 | 15,001 | 16,093 | ||||||||
Capital expenditures | 1,370 | 569 | 3,910 | ||||||||
Reportable Segments | Marcellus Shale | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | 208,790 | 217,362 | 208,790 | 217,362 | 224,709 | ||||||
Revenues | 29,573 | 30,394 | 26,111 | ||||||||
Depreciation and amortization | 9,090 | 9,047 | 8,841 | ||||||||
Capital expenditures | 1,030 | 641 | 1,173 | ||||||||
Reportable Segments | DJ Basin | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | 166,580 | 79,438 | 166,580 | 79,438 | 72,494 | ||||||
Revenues | 15,294 | 11,860 | 8,439 | ||||||||
Depreciation and amortization | 3,133 | 2,636 | 2,524 | ||||||||
Capital expenditures | 64,920 | 7,150 | 5,807 | ||||||||
Reportable Segments | Permian Basin | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | 145,702 | 57,590 | 145,702 | 57,590 | 0 | ||||||
Revenues | 958 | ||||||||||
Depreciation and amortization | 243 | 0 | 0 | ||||||||
Capital expenditures | 83,823 | 56,020 | 0 | ||||||||
Reportable Segments | Piceance Basin | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | 699,638 | 719,284 | 699,638 | 719,284 | 770,946 | ||||||
Revenues | 155,519 | 154,893 | 141,464 | ||||||||
Depreciation and amortization | 46,919 | 46,289 | 46,616 | ||||||||
Capital expenditures | 7,887 | 16,564 | 19,912 | ||||||||
Corporate and Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | 44,181 | 22,406 | 44,181 | 22,406 | 12,294 | ||||||
Revenues | 88,286 | 26,446 | 412 | ||||||||
Depreciation and amortization | 1,743 | 1,118 | 580 | ||||||||
Capital expenditures | 10,635 | 3,041 | 1,668 | ||||||||
Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Assets | $ (4,319) | $ (249) | (4,319) | (249) | (469) | ||||||
Revenues | $ (10,125) | $ (6,929) | $ (457) |
SEGMENT INFORMATION - Concentra
SEGMENT INFORMATION - Concentration Risk (Details) - Sales Revenue, Net - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Counterparty A - Piceance Basin | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 0.00% | 0.00% | 14.00% |
Counterparty B - Williston Basin | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 0.00% | 13.00% | 0.00% |
Counterparty C - Piceance Basin | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 10.00% | 0.00% | 0.00% |
SEGMENT INFORMATION - Adjusted
SEGMENT INFORMATION - Adjusted EBITDA by Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | $ 331,890 | $ 329,527 | $ 329,190 |
Utica Shale | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 30,285 | 34,011 | 21,035 |
Ohio Gathering | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 39,969 | 41,246 | 45,602 |
Williston Basin | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 76,701 | 66,413 | 79,475 |
Piceance Basin | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 111,042 | 111,113 | 105,560 |
DJ Basin | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 7,558 | 6,624 | 3,681 |
Barnett Shale | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 43,268 | 46,232 | 54,634 |
Marcellus Shale | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 24,267 | 23,888 | 19,203 |
Permian Basin | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | $ (1,200) | $ 0 | $ 0 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Net Income to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | |||
Income (loss) before income taxes and loss from equity method investees | $ 53,272 | $ 88,614 | $ (7,768) |
Add: | |||
Corporate and Other | 38,917 | 39,140 | 37,589 |
Interest expense | 60,535 | 68,131 | 63,810 |
Early extinguishment of debt | 0 | 22,039 | 0 |
Deferred Purchase Price Obligation | 20,975 | (200,322) | 55,854 |
Depreciation and amortization | 106,767 | 114,872 | 112,661 |
Proportional adjusted EBITDA for equity method investees | 39,969 | 41,246 | 45,602 |
Adjustments related to MVC shortfall payments | (3,632) | (41,373) | 11,600 |
Adjustments related to capital reimbursement activity | (427) | 0 | 0 |
Unit-based and noncash compensation | 8,328 | 7,951 | 7,985 |
Loss on asset sales, net | 0 | 527 | 93 |
Long-lived asset impairment | 7,186 | 188,702 | 1,764 |
Total of reportable segments' measures of profit | $ 331,890 | $ 329,527 | $ 329,190 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Adjustments Related to Minimum Volume Commitments Shortfall Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Net change in deferred revenue for MVC shortfall payments | $ 0 | $ (40,758) | $ 11,302 |
Expected MVC shortfall adjustments | (3,632) | (615) | 298 |
Total adjustments related to MVC shortfall payments | (3,632) | (41,373) | 11,600 |
Williston Basin | |||
Segment Reporting Information [Line Items] | |||
Net change in deferred revenue for MVC shortfall payments | 0 | (37,693) | 8,691 |
Expected MVC shortfall adjustments | 0 | 0 | 0 |
Total adjustments related to MVC shortfall payments | 0 | (37,693) | 8,691 |
Piceance Basin | |||
Segment Reporting Information [Line Items] | |||
Net change in deferred revenue for MVC shortfall payments | 0 | (3,065) | 3,288 |
Expected MVC shortfall adjustments | 10 | (3) | (317) |
Total adjustments related to MVC shortfall payments | 10 | (3,068) | 2,971 |
Barnett Shale | |||
Segment Reporting Information [Line Items] | |||
Net change in deferred revenue for MVC shortfall payments | 0 | 0 | (677) |
Expected MVC shortfall adjustments | (3,642) | (612) | 615 |
Total adjustments related to MVC shortfall payments | $ (3,642) | $ (612) | $ (62) |
PROPERTY, PLANT, AND EQUIPMEN_3
PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 2,350,846 | $ 2,104,569 | |
Less accumulated depreciation | 387,133 | 309,440 | |
Property, plant and equipment, net | 1,963,713 | $ 1,828,252 | 1,795,129 |
Gathering and processing systems and related equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,155,325 | 1,973,722 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 137,920 | 78,850 | |
Land and line fill | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 11,748 | 11,735 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 45,853 | $ 40,262 |
PROPERTY, PLANT, AND EQUIPMEN_4
PROPERTY, PLANT, AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Long-lived assets impairment charge | $ 7,186 | $ 188,702 | $ 1,764 | ||
Williston Basin | |||||
Property, Plant and Equipment [Line Items] | |||||
Long-lived assets impairment charge | $ 3,900 | $ 101,900 | $ 3,972 | $ 101,961 | $ 569 |
PROPERTY, PLANT, AND EQUIPMEN_5
PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Long-Lived Asset Impairments (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Long-lived asset impairment | $ 7,186 | $ 188,702 | $ 1,764 | ||
Williston Basin | |||||
Property, Plant and Equipment [Line Items] | |||||
Long-lived asset impairment | $ 3,900 | $ 101,900 | 3,972 | 101,961 | 569 |
Piceance Basin | |||||
Property, Plant and Equipment [Line Items] | |||||
Long-lived asset impairment | 1,004 | 697 | |||
DJ Basin | |||||
Property, Plant and Equipment [Line Items] | |||||
Long-lived asset impairment | 9 | ||||
Barnett Shale | |||||
Property, Plant and Equipment [Line Items] | |||||
Long-lived asset impairment | 0 | 1,195 | |||
Utica Shale | |||||
Property, Plant and Equipment [Line Items] | |||||
Long-lived asset impairment | 1,440 | $ 878 | $ 0 | ||
Permian Basin | |||||
Property, Plant and Equipment [Line Items] | |||||
Long-lived asset impairment | $ 761 |
PROPERTY, PLANT, AND EQUIPMEN_6
PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Depreciation Expense and Capitalized Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 74,511 | $ 75,120 | $ 70,770 |
Capitalized interest | $ 8,497 | $ 2,579 | $ 3,709 |
AMORTIZING INTANGIBLE ASSETS _3
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT - Intangible Assets and Liabilities Subject to Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 468,852 | $ 462,629 |
Accumulated amortization | (195,436) | (161,284) |
Net | 273,416 | 301,345 |
Favorable gas gathering contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 24,195 | 24,195 |
Accumulated amortization | (13,905) | (12,350) |
Net | 10,290 | 11,845 |
Contract intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 278,448 | 278,448 |
Accumulated amortization | (143,962) | (117,821) |
Net | 134,486 | 160,627 |
Rights-of-way | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 166,209 | 159,986 |
Accumulated amortization | (37,569) | (31,113) |
Net | 128,640 | 128,873 |
Unfavorable Gas Gathering Contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 10,962 | 10,962 |
Accumulated amortization | $ (10,962) | (9,074) |
Net | $ 1,888 |
AMORTIZING INTANGIBLE ASSETS _4
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT (Narrative) (Details) $ in Millions | 1 Months Ended |
Dec. 31, 2017USD ($) | |
Williston Basin | Contract Intangible Assets and Rights-of-Way Intangible Assets | |
Finite-Lived Intangible Assets [Line Items] | |
Impairment charge for intangible assets | $ 85.2 |
AMORTIZING INTANGIBLE ASSETS _5
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT - Recognized Amortization Expense in Other Revenues and Cost and Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other Revenue | Favorable gas gathering contracts | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ (1,555) | $ (1,555) | $ (1,261) |
Other Revenue | Unfavorable Gas Gathering Contract | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 1,888 | 2,158 | 839 |
Costs And Expenses | Contract intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 26,141 | 34,202 | 35,416 |
Costs And Expenses | Rights-of-way | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 6,448 | $ 6,153 | $ 6,053 |
AMORTIZING INTANGIBLE ASSETS _6
AMORTIZING INTANGIBLE ASSETS AND UNFAVORABLE GAS GATHERING CONTRACT - Estimated Aggregate Annual Amortization Expected to be Recognized (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Intangible assets | |
2,019 | $ 32,422 |
2,020 | 32,246 |
2,021 | 28,554 |
2,022 | 25,487 |
2,023 | $ 25,433 |
GOODWILL - Narrative (Details)
GOODWILL - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||
Goodwill | $ 16,211,000 | $ 16,211,000 | |
Goodwill impairment | $ 0 | $ 0 | |
Mountaineer Midstream | |||
Segment Reporting Information [Line Items] | |||
Goodwill | $ 16,200,000 |
GOODWILL - Schedule of goodwill
GOODWILL - Schedule of goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | |||
Accumulated goodwill impairment | $ 303,050 | $ 303,050 | $ 303,050 |
Piceance Basin | |||
Goodwill [Line Items] | |||
Accumulated goodwill impairment | 45,478 | 45,478 | 45,478 |
Williston Basin | |||
Goodwill [Line Items] | |||
Accumulated goodwill impairment | $ 257,572 | $ 257,572 | $ 257,572 |
EQUITY METHOD INVESTMENTS - Nar
EQUITY METHOD INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jan. 31, 2014 | Nov. 30, 2018 | Nov. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Equity Method Investments [Line Items] | ||||||
Impairment loss | $ 10,888 | $ 2,223 | $ 30,344 | |||
OGC | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Non-affiliated owners' interest percent | 60.00% | |||||
OGC | Principal Owner | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Percentage of ownership interest | 40.00% | |||||
OGC | Summit Midstream Partners, LLC | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Equity method potential ownership interest | 40.00% | |||||
Ownership interest value | $ 190,000 | |||||
Cost method ownership interest | 1.00% | |||||
Percentage of ownership interest | 40.00% | |||||
Option value | $ 7,500 | |||||
Impairment loss | $ 5,652 | $ 1,383 | $ 7,700 | $ 1,400 |
EQUITY METHOD INVESTMENTS - Rol
EQUITY METHOD INVESTMENTS - Rollforward of the Investment in Equity Method Investees (Details) - USD ($) $ in Thousands | 11 Months Ended | 12 Months Ended | |||
Nov. 30, 2018 | Nov. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity Method Investment [Roll Forward] | |||||
Investment in equity method investees, December 31 | $ 690,485 | $ 690,485 | |||
December cash distributions | 35,271 | $ 40,220 | $ 44,991 | ||
Impairment loss | 10,888 | 2,223 | 30,344 | ||
Investment in equity method investees, net of basis difference, November 30 | 649,250 | 690,485 | |||
OGC | Summit Midstream Partners, LLC | |||||
Equity Method Investment [Roll Forward] | |||||
Investment in equity method investees, December 31 | 649,250 | $ 690,485 | 649,250 | 690,485 | |
December cash distributions | 2,736 | 4,032 | |||
December cash contributions | 0 | (3,932) | |||
Impairment loss | 5,652 | 1,383 | $ 7,700 | 1,400 | |
Legal contingency | 2,040 | 0 | |||
Basis difference | (116,832) | (130,184) | |||
Investment in equity method investees, net of basis difference, November 30 | $ 542,846 | $ 561,784 | $ 649,250 | $ 690,485 |
EQUITY METHOD INVESTMENTS - Bal
EQUITY METHOD INVESTMENTS - Balance Sheet Information (Details) - USD ($) $ in Thousands | Nov. 30, 2018 | Nov. 30, 2017 |
OGC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Current assets | $ 37,403 | $ 34,383 |
Noncurrent assets | 1,262,253 | 1,319,448 |
Total assets | 1,299,656 | 1,353,831 |
Current liabilities | 19,903 | 10,882 |
Noncurrent liabilities | 3,688 | 3,272 |
Total liabilities | 23,591 | 14,154 |
OCC | ||
Schedule Of Equity Method Investments [Line Items] | ||
Current assets | 3,716 | 3,650 |
Noncurrent assets | 27,203 | 29,156 |
Total assets | 30,919 | 32,806 |
Current liabilities | 3,912 | 3,382 |
Noncurrent liabilities | 8,807 | 11,715 |
Total liabilities | $ 12,719 | $ 15,097 |
EQUITY METHOD INVESTMENTS - Sta
EQUITY METHOD INVESTMENTS - Statements of Operations Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2016 | |
OGC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Total revenues | $ 142,398 | $ 140,679 | $ 148,662 |
Total operating expenses | 136,722 | 111,897 | 96,647 |
Net income (loss) | 5,670 | 28,785 | 52,009 |
OCC | |||
Schedule Of Equity Method Investments [Line Items] | |||
Total revenues | 10,177 | 8,607 | 15,791 |
Total operating expenses | 9,053 | 8,298 | 111,528 |
Net income (loss) | $ 498 | $ (907) | $ (94,230) |
DEFERRED REVENUE - Rollforward
DEFERRED REVENUE - Rollforward of deferred revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | $ 4,000 | $ 0 |
Current deferred revenue, Additions | 26,407 | 18,294 |
Current deferred revenue, Less revenue recognized | 25,028 | 14,294 |
Current deferred revenue, ending balance | 11,467 | 4,000 |
Noncurrent deferred revenue, beginning balance | 12,707 | 57,465 |
Noncurrent deferred revenue, Additions | 16,502 | 0 |
Noncurrent deferred revenue, Less revenue recognized | 40,758 | |
Noncurrent deferred revenue, Less reclassification to current deferred revenue | 12,526 | 4,000 |
Noncurrent deferred revenue, ending balance | 39,504 | 12,707 |
Accounting Standards Update 2014-09 | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 10,088 | |
Current deferred revenue, ending balance | 10,088 | |
Noncurrent deferred revenue, beginning balance | 35,528 | |
Noncurrent deferred revenue, ending balance | 35,528 | |
Accounting Standards Update 2014-09 | Effect of Change Increase / (Decrease) | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 6,088 | |
Current deferred revenue, ending balance | 7,396 | 6,088 |
Noncurrent deferred revenue, beginning balance | 22,821 | |
Noncurrent deferred revenue, ending balance | 30,566 | 22,821 |
Utica Shale | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 0 | 0 |
Current deferred revenue, Additions | 18 | 0 |
Current deferred revenue, Less revenue recognized | 18 | 0 |
Current deferred revenue, ending balance | 18 | 0 |
Noncurrent deferred revenue, beginning balance | 0 | 0 |
Noncurrent deferred revenue, Additions | 0 | 0 |
Noncurrent deferred revenue, Less revenue recognized | 0 | |
Noncurrent deferred revenue, Less reclassification to current deferred revenue | 18 | 0 |
Noncurrent deferred revenue, ending balance | 21 | 0 |
Utica Shale | Accounting Standards Update 2014-09 | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 18 | |
Current deferred revenue, ending balance | 18 | |
Noncurrent deferred revenue, beginning balance | 39 | |
Noncurrent deferred revenue, ending balance | 39 | |
Utica Shale | Accounting Standards Update 2014-09 | Effect of Change Increase / (Decrease) | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 18 | |
Current deferred revenue, ending balance | 18 | |
Noncurrent deferred revenue, beginning balance | 39 | |
Noncurrent deferred revenue, ending balance | 39 | |
Williston Basin | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 0 | 0 |
Current deferred revenue, Additions | 1,744 | 0 |
Current deferred revenue, Less revenue recognized | 1,347 | 0 |
Current deferred revenue, ending balance | 1,414 | 0 |
Noncurrent deferred revenue, beginning balance | 0 | 37,693 |
Noncurrent deferred revenue, Additions | 1,851 | 0 |
Noncurrent deferred revenue, Less revenue recognized | 37,693 | |
Noncurrent deferred revenue, Less reclassification to current deferred revenue | 1,673 | 0 |
Noncurrent deferred revenue, ending balance | 4,393 | 0 |
Williston Basin | Accounting Standards Update 2014-09 | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 1,017 | |
Current deferred revenue, ending balance | 1,017 | |
Noncurrent deferred revenue, beginning balance | 4,215 | |
Noncurrent deferred revenue, ending balance | 4,215 | |
Williston Basin | Accounting Standards Update 2014-09 | Effect of Change Increase / (Decrease) | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 1,017 | |
Current deferred revenue, ending balance | 1,017 | |
Noncurrent deferred revenue, beginning balance | 4,215 | |
Noncurrent deferred revenue, ending balance | 4,215 | |
DJ Basin | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 0 | 0 |
Current deferred revenue, Additions | 943 | 0 |
Current deferred revenue, Less revenue recognized | 562 | 0 |
Current deferred revenue, ending balance | 739 | 0 |
Noncurrent deferred revenue, beginning balance | 0 | 0 |
Noncurrent deferred revenue, Additions | 3,720 | 0 |
Noncurrent deferred revenue, Less revenue recognized | 0 | |
Noncurrent deferred revenue, Less reclassification to current deferred revenue | 941 | 0 |
Noncurrent deferred revenue, ending balance | 7,284 | 0 |
DJ Basin | Accounting Standards Update 2014-09 | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 358 | |
Current deferred revenue, ending balance | 358 | |
Noncurrent deferred revenue, beginning balance | 4,505 | |
Noncurrent deferred revenue, ending balance | 4,505 | |
DJ Basin | Accounting Standards Update 2014-09 | Effect of Change Increase / (Decrease) | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 358 | |
Current deferred revenue, ending balance | 358 | |
Noncurrent deferred revenue, beginning balance | 4,505 | |
Noncurrent deferred revenue, ending balance | 4,505 | |
Piceance Basin | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 4,000 | 0 |
Current deferred revenue, Additions | 21,955 | 18,294 |
Current deferred revenue, Less revenue recognized | 21,377 | 14,294 |
Current deferred revenue, ending balance | 7,616 | 4,000 |
Noncurrent deferred revenue, beginning balance | 12,707 | 19,772 |
Noncurrent deferred revenue, Additions | 7,869 | 0 |
Noncurrent deferred revenue, Less revenue recognized | 3,065 | |
Noncurrent deferred revenue, Less reclassification to current deferred revenue | 8,146 | 4,000 |
Noncurrent deferred revenue, ending balance | 17,942 | 12,707 |
Piceance Basin | Accounting Standards Update 2014-09 | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 7,038 | |
Current deferred revenue, ending balance | 7,038 | |
Noncurrent deferred revenue, beginning balance | 18,219 | |
Noncurrent deferred revenue, ending balance | 18,219 | |
Piceance Basin | Accounting Standards Update 2014-09 | Effect of Change Increase / (Decrease) | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 3,038 | |
Current deferred revenue, ending balance | 3,038 | |
Noncurrent deferred revenue, beginning balance | 5,512 | |
Noncurrent deferred revenue, ending balance | 5,512 | |
Barnett Shale | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 0 | 0 |
Current deferred revenue, Additions | 1,651 | 0 |
Current deferred revenue, Less revenue recognized | 1,628 | 0 |
Current deferred revenue, ending balance | 1,642 | 0 |
Noncurrent deferred revenue, beginning balance | 0 | 0 |
Noncurrent deferred revenue, Additions | 3,062 | 0 |
Noncurrent deferred revenue, Less revenue recognized | 0 | |
Noncurrent deferred revenue, Less reclassification to current deferred revenue | 1,651 | 0 |
Noncurrent deferred revenue, ending balance | 9,628 | 0 |
Barnett Shale | Accounting Standards Update 2014-09 | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 1,619 | |
Current deferred revenue, ending balance | 1,619 | |
Noncurrent deferred revenue, beginning balance | 8,217 | |
Noncurrent deferred revenue, ending balance | 8,217 | |
Barnett Shale | Accounting Standards Update 2014-09 | Effect of Change Increase / (Decrease) | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 1,619 | |
Current deferred revenue, ending balance | 1,619 | |
Noncurrent deferred revenue, beginning balance | 8,217 | |
Noncurrent deferred revenue, ending balance | 8,217 | |
Marcellus Shale | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 0 | 0 |
Current deferred revenue, Additions | 96 | 0 |
Current deferred revenue, Less revenue recognized | 96 | 0 |
Current deferred revenue, ending balance | 38 | 0 |
Noncurrent deferred revenue, beginning balance | 0 | 0 |
Noncurrent deferred revenue, Additions | 0 | 0 |
Noncurrent deferred revenue, Less revenue recognized | 0 | |
Noncurrent deferred revenue, Less reclassification to current deferred revenue | 97 | 0 |
Noncurrent deferred revenue, ending balance | 236 | 0 |
Marcellus Shale | Accounting Standards Update 2014-09 | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 38 | |
Current deferred revenue, ending balance | 38 | |
Noncurrent deferred revenue, beginning balance | 333 | |
Noncurrent deferred revenue, ending balance | 333 | |
Marcellus Shale | Accounting Standards Update 2014-09 | Effect of Change Increase / (Decrease) | ||
Movement in Deferred Revenue [Roll Forward] | ||
Current deferred revenue, beginning balance | 38 | |
Current deferred revenue, ending balance | 38 | |
Noncurrent deferred revenue, beginning balance | $ 333 | |
Noncurrent deferred revenue, ending balance | $ 333 |
DEFERRED REVENUE - Narrative (D
DEFERRED REVENUE - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Williston Basin | Gathering Services and Related Fees | |
Deferred Revenue Arrangement [Line Items] | |
Recognized amount of deferred revenue | $ 37.7 |
DEBT - Components of Long-Term
DEBT - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 1,257,731 | $ 1,051,192 |
SMP Holdings | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | 1,257,731 | 1,051,192 |
SMP Holdings | Senior Secured Revolving Credit Facility Due May 2022 | ||
Line of Credit Facility [Line Items] | ||
Revolving credit facility | 466,000 | 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 | (2,362) | (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 | $ (5,907) | $ (6,898) |
DEBT - Components of Long-Ter_2
DEBT - Components of Long-Term Debt (Parenthetical) (Details) - SMP Holdings | Dec. 31, 2018 | Dec. 31, 2017 |
Senior Secured Revolving Credit Facility Due May 2022 | ||
Line of Credit Facility [Line Items] | ||
Variable interest rate | 5.03% | 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% |
DEBT - Maturities (Details)
DEBT - Maturities (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Debt | |
2,019 | $ 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 766,000 |
2,023 | 0 |
Thereafter | 500,000 |
Total long-term debt | $ 1,266,000 |
DEBT - Revolving Credit Facilit
DEBT - Revolving Credit Facility (Narrative) (Details) | 1 Months Ended | 12 Months Ended | ||
May 31, 2017USD ($) | Dec. 31, 2018USD ($) | May 26, 2017 | May 25, 2017 | |
Line of Credit Facility [Line Items] | ||||
Debt issuance costs | $ 8,100,000 | |||
Revolving credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity | $ 1,250,000,000 | |||
Revolving credit facility maturity date | 2022-05 | |||
Accordion feature | $ 250,000,000 | |||
Leverage ratio | 5.50 | 5 | ||
Senior secured leverage ratio | 3.75 | |||
Commitment fee on unused portion of the facility | 0.50% | |||
Interest rate at period end | 5.03% | |||
Unused portion under the facility | $ 784,000,000 | |||
Cumulative payment obligations, maximum | 50,000,000 | |||
Debt issuance costs | 8,500,000 | |||
Debt defaults | $ 0 | |||
Revolving credit facility | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin | 2.50% | |||
Revolving credit facility | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee on unused portion of the facility | 0.30% | |||
Ratio of consolidated trailing 12-month EBITDA to net interest expense | 2.5 | |||
Revolving credit facility | Minimum | ABR | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin | 0.75% | |||
Revolving credit facility | Minimum | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin | 1.75% | |||
Revolving credit facility | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee on unused portion of the facility | 0.50% | |||
Ratio of total net indebtedness to consolidated trailing 12-month EBITDA | 5.50 | |||
Ratio of first lien net indebtedness to consolidated trailing 12-month EBITDA | 3.75 | |||
Revolving credit facility | Maximum | ABR | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin | 1.75% | |||
Revolving credit facility | Maximum | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin | 2.75% |
DEBT - Senior Notes (Narrative)
DEBT - Senior Notes (Narrative) (Details) - USD ($) | Feb. 28, 2017 | Feb. 16, 2017 | Feb. 14, 2017 | Jul. 31, 2014 | Nov. 30, 2018 | Feb. 28, 2017 | Jul. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2018 | Feb. 08, 2017 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||||||||||||||
Early extinguishment of debt | $ 0 | $ 302,000 | $ 0 | |||||||||||
Revolving credit facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Extinguishment of debt | $ 172,000,000 | |||||||||||||
Summit Midstream OpCo, LP | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Ownership interest | 1.00% | 1.00% | ||||||||||||
Guarantor Subsidiaries | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Cumulative percentage ownership in subsidiary | 100.00% | |||||||||||||
5.75% Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate | 5.75% | 5.75% | 5.75% | |||||||||||
Debt face amount | $ 500,000,000 | |||||||||||||
Unsecured notes | $ 500,000,000 | $ 500,000,000 | ||||||||||||
Deferred loan costs | $ 7,700 | |||||||||||||
Default period | 30 days | |||||||||||||
Compliance notice period | 30 days | |||||||||||||
Final judgment | $ 75,000,000 | |||||||||||||
Percent of principal (at least) | 25.00% | |||||||||||||
5.75% Senior Notes | Redemption period one | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Percent of principal redeemed | 35.00% | |||||||||||||
Redemption price, expressed as percentage of principal amount | 105.75% | |||||||||||||
5.75% Senior Notes | Redemption period two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Redemption price, expressed as percentage of principal amount | 104.313% | |||||||||||||
5.75% Senior Notes | Redemption period three | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Redemption price, expressed as percentage of principal amount | 100.00% | |||||||||||||
5.5% Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate | 5.50% | |||||||||||||
Debt issuance costs | $ 5,100,000 | $ 5,100,000 | ||||||||||||
Events of default, period of payment default | 30 days | |||||||||||||
Events of default, failure to comply with covenants, period after notice | 180 days | |||||||||||||
Events of default, failure to comply with other agreements in the indenture, period after notice | 30 days | |||||||||||||
Events of default, failure to pay final judgments, in excess of 20.0 million | $ 20,000,000 | |||||||||||||
Declaration of immediate payment, holding percent of principal amount required | 25.00% | |||||||||||||
Summit Holdings and Finance Corporation | 7.5% Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Senior unsecured notes | $ 300,000,000 | |||||||||||||
Stated interest rate | 7.50% | |||||||||||||
Extinguishment of debt | $ 23,100,000 | $ 276,900,000 | ||||||||||||
Redemption and call premiums | 17,900,000 | $ 17,900,000 | ||||||||||||
Early extinguishment of debt | $ 4,100,000 | |||||||||||||
Unsecured notes | $ 300,000,000 | $ 300,000,000 | ||||||||||||
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 | |||||||||||||
Summit Holdings and Finance Corporation | 5.5% Senior Notes | Redemption period one | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Redemption price, expressed as percentage of principal amount | 104.125% | |||||||||||||
Summit Holdings and Finance Corporation | 5.5% Senior Notes | Redemption period two | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Redemption price, expressed as percentage of principal amount | 100.00% | |||||||||||||
Subsidiary of Summit Investments | Summit Midstream OpCo, LP | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Ownership interest | 1.00% | 1.00% | 1.00% | |||||||||||
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 | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CONCENTRATIONS OF RISK | ||
Number of top customers | 5 | |
Five Largest Customers | Accounts receivable | Customer Concentration Risk | ||
CONCENTRATIONS OF RISK | ||
Concentration risk, percentage | 39.00% | 44.00% |
FINANCIAL INSTRUMENTS - Fair Va
FINANCIAL INSTRUMENTS - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Level 3 liability, beginning of period | $ 362,959 | $ 563,281 |
Change in fair value | 20,975 | (200,322) |
Level 3 liability, end of period | $ 383,934 | $ 362,959 |
FINANCIAL INSTRUMENTS - Fair _2
FINANCIAL INSTRUMENTS - Fair value of Debt Instruments (Details) - Summit Holdings - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Carrying value | 5.5% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 297,638 | $ 297,090 |
Carrying value | 5.75% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | 494,093 | 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 | 286,625 | 301,750 |
Fair Value | 5.75% Senior Notes | Estimated fair value (Level 2) | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior notes | $ 455,208 | $ 501,667 |
FINANCIAL INSTRUMENTS - Fair _3
FINANCIAL INSTRUMENTS - Fair value of Debt Instruments (Parenthetical) (Details) - Summit Holdings - USD ($) | Dec. 31, 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 |
5.75% Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Stated interest rate | 5.75% | 5.75% |
Debt face amount | $ 500,000,000 | $ 500,000,000 |
PARTNERS' CAPITAL - Partners' C
PARTNERS' CAPITAL - Partners' Capital and Schedule of Units (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Series A Preferred Units | |||
Rollforwards of the number of partner units | |||
Units, beginning balance (in shares) | 300,000 | 0 | 0 |
Subordinated units conversion | 0 | ||
Units issued in connection with offering | 300,000 | 0 | |
Units issued under ATM program (in shares) | 0 | ||
Net units issued under SMLP LTIP (in shares) | 0 | 0 | 0 |
General Partner 2% capital contribution (in shares) | 0 | 0 | |
Units, ending balance (in shares) | 300,000 | 300,000 | 0 |
Common | |||
Rollforwards of the number of partner units | |||
Units, beginning balance (in shares) | 73,085,996 | 72,111,121 | 42,062,644 |
Subordinated units conversion | 24,409,850 | ||
Units issued in connection with offering | 0 | 5,500,000 | |
Units issued under ATM program (in shares) | 763,548 | ||
Net units issued under SMLP LTIP (in shares) | 304,857 | 211,327 | 138,627 |
General Partner 2% capital contribution (in shares) | 0 | 0 | |
Units, ending balance (in shares) | 73,390,853 | 73,085,996 | 72,111,121 |
Limited partners, Subordinated | |||
Rollforwards of the number of partner units | |||
Units, beginning balance (in shares) | 0 | 0 | 24,409,850 |
Subordinated units conversion | (24,409,850) | ||
Units issued in connection with offering | 0 | 0 | |
Units issued under ATM program (in shares) | 0 | ||
Net units issued under SMLP LTIP (in shares) | 0 | 0 | 0 |
General Partner 2% capital contribution (in shares) | 0 | 0 | |
Units, ending balance (in shares) | 0 | 0 | 0 |
General Partner Units | |||
Rollforwards of the number of partner units | |||
Units, beginning balance (in shares) | 1,490,999 | 1,471,187 | 1,354,700 |
Subordinated units conversion | 0 | ||
Units issued in connection with offering | 0 | 0 | |
Units issued under ATM program (in shares) | 0 | ||
Net units issued under SMLP LTIP (in shares) | 0 | 0 | 4,242 |
General Partner 2% capital contribution (in shares) | 19,812 | 112,245 | |
Units, ending balance (in shares) | 1,490,999 | 1,490,999 | 1,471,187 |
PARTNERS' CAPITAL - Narrative (
PARTNERS' CAPITAL - Narrative (Details) | Feb. 26, 2019$ / shares | Jan. 24, 2019USD ($)$ / shares | Mar. 03, 2016USD ($) | Nov. 30, 2018USD ($) | Nov. 30, 2017USD ($)$ / sharesshares | Feb. 28, 2017USD ($)shares | Sep. 30, 2016$ / sharesshares | Jun. 30, 2016USD ($) | Dec. 31, 2015 | Dec. 31, 2018USD ($)Transaction$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Oct. 31, 2018 |
Partners Capital [Line Items] | |||||||||||||
Aggregate gross proceeds | $ 0 | $ 17,078,000 | $ 0 | ||||||||||
Preferred units issued | shares | 300,000 | 300,000 | |||||||||||
Repayment of outstanding revolving credit facility | $ 84,000,000 | $ 634,500,000 | 204,300,000 | ||||||||||
Purchase of noncontrolling interest | $ 10,981,000 | $ 797,000 | $ 0 | ||||||||||
Maximum period following end of quarter to distribute all available cash | 45 days | ||||||||||||
Per-unit annual distributions to unitholders (in dollars per unit) | $ / shares | $ 2.300 | $ 2.300 | $ 2.300 | ||||||||||
Subsequent Event | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
Per-unit annual distributions to unitholders (in dollars per unit) | $ / shares | $ 0.575 | ||||||||||||
Cash paid to unit holders | $ 45,300,000 | ||||||||||||
Cash distribution date | Feb. 14, 2019 | ||||||||||||
Cash distribution date of record | Feb. 7, 2019 | ||||||||||||
Reducing distribution on common units | $ / shares | $ 0.2875 | ||||||||||||
Drop Down Assets 2016 Acquisition | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
Initial payment | $ 360,000,000 | ||||||||||||
Deferred purchase price obligation | 507,400,000 | ||||||||||||
Net investment | $ 1,110,000,000 | ||||||||||||
Working capital adjustment | $ 600,000 | ||||||||||||
Summit Midstream OpCo, LP | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
Ownership interest | 1.00% | 1.00% | |||||||||||
Subsidiary of Summit Investments | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
Purchase of noncontrolling interest | $ 10,900,000 | ||||||||||||
Subsidiary of Summit Investments | Summit Midstream OpCo, LP | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
Ownership interest | 1.00% | 1.00% | 1.00% | ||||||||||
Revolving credit facility | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
Repayment of outstanding revolving credit facility | $ 293,200,000 | ||||||||||||
Subordinated units | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
Common unit per subordinated unit upon conversion at end of subordination period | 1 | ||||||||||||
Series A Preferred Units | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
Preferred units issued | shares | 300,000 | ||||||||||||
Interest in partnership per unit | $ / shares | $ 1,000 | ||||||||||||
Distribution rate | 9.50% | ||||||||||||
Liquidation preference per unit | $ / shares | $ 1,000 | ||||||||||||
Distribution percentage of liquidation preference rate description | three-month LIBOR plus a spread of 7.43% | ||||||||||||
Series A Preferred Units | LIBOR | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
Distribution percentage of liquidation preference rate | 7.43% | ||||||||||||
General Partner | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
General partner interest | 2.00% | 2.00% | |||||||||||
Percentage interest in distributions | 2.00% | ||||||||||||
Percentage interest in distributions | 2.00% | ||||||||||||
General Partner | Subsequent Event | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
General partner interest | 2.00% | ||||||||||||
Limited Partner | Public Offering | 2016 SRS | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
Units issued under ATM program (in shares) | shares | 4,000,000 | ||||||||||||
Proceeds from Issuance of common stock | $ 0 | ||||||||||||
Common | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
Units issued under ATM program (in shares) | shares | 763,548 | ||||||||||||
Units issued in connection with offering | shares | 0 | 5,500,000 | |||||||||||
Common | Public Offering | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
Aggregate offering price | $ 150,000,000 | ||||||||||||
Transactions under ATM Program | Transaction | 0 | ||||||||||||
Units issued in connection with offering | shares | 763,548 | ||||||||||||
Aggregate gross proceeds | $ 17,700,000 | ||||||||||||
Compensation paid to sales agents | $ 200,000 | ||||||||||||
Aggregate offering price | $ 132,300,000 | ||||||||||||
Common units | |||||||||||||
Partners Capital [Line Items] | |||||||||||||
Units issued under ATM program (in shares) | shares | 5,500,000 | ||||||||||||
Common units sold in public offering, price per share | $ / shares | $ 23.20 |
PARTNERS' CAPITAL - Cash Distri
PARTNERS' CAPITAL - Cash Distributions Paid and Declared (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | |||
Per-unit annual distributions to unitholders (in dollars per unit) | $ 2.300 | $ 2.300 | $ 2.300 |
PARTNERS' CAPITAL - Percentage
PARTNERS' CAPITAL - Percentage Allocations of Available Cash (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Partnership Target Distributions [Line Items] | |||
IDR payments | $ 8,535 | $ 8,460 | $ 7,912 |
Minimum quarterly distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Total quarterly distribution per unit target amount | $ 0.40 | ||
Thereafter | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Total quarterly distribution per unit target amount | 0.60 | ||
Minimum | First target distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Total quarterly distribution per unit target amount | 0.40 | ||
Minimum | Second target distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Total quarterly distribution per unit target amount | 0.46 | ||
Minimum | Third target distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Total quarterly distribution per unit target amount | 0.50 | ||
Maximum | First target distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Total quarterly distribution per unit target amount | 0.46 | ||
Maximum | Second target distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Total quarterly distribution per unit target amount | 0.50 | ||
Maximum | Third target distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Total quarterly distribution per unit target amount | $ 0.60 | ||
Unitholders | Minimum quarterly distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Percentage interest in distributions | 98.00% | ||
Unitholders | First target distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Percentage interest in distributions | 98.00% | ||
Unitholders | Second target distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Percentage interest in distributions | 85.00% | ||
Unitholders | Third target distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Percentage interest in distributions | 75.00% | ||
Unitholders | Thereafter | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Percentage interest in distributions | 50.00% | ||
General Partner | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Percentage interest in distributions | 2.00% | ||
General Partner | Minimum quarterly distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Percentage interest in distributions | 2.00% | ||
General Partner | First target distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Percentage interest in distributions | 2.00% | ||
General Partner | Second target distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Percentage interest in distributions | 15.00% | ||
General Partner | Third target distribution | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Percentage interest in distributions | 25.00% | ||
General Partner | Thereafter | |||
Schedule of Partnership Target Distributions [Line Items] | |||
Percentage interest in distributions | 50.00% |
EARNINGS PER UNIT (Details)
EARNINGS PER UNIT (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||||||
Net income (loss) attributable to limited partners | $ 28,622 | $ 47,026 | $ (58,236) | $ (13,113) | $ (23,654) | $ 89,547 | $ 8,806 | $ (2,777) | $ 32,799 | $ 75,485 | $ (48,179) |
Phantom Units | |||||||||||
Earnings (loss) per limited partner unit: | |||||||||||
Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU (in shares) | 2 | 42 | 125 | ||||||||
Common units | |||||||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||||||
Net income (loss) attributable to limited partners | $ 4,299 | $ 71,922 | $ (48,179) | ||||||||
Weighted-average units outstanding (in shares) | 73,304 | 72,705 | 68,264 | ||||||||
Effect of nonvested phantom units (in shares) | 311 | 342 | 0 | ||||||||
Weighted-average units outstanding – diluted (shares) | 73,615 | 73,047 | 68,264 | ||||||||
Earnings (loss) per limited partner unit: | |||||||||||
Basic (in dollars per share) | $ 0.39 | $ 0.64 | $ (0.79) | $ (0.18) | $ (0.32) | $ 1.23 | $ 0.12 | $ (0.04) | $ 0.06 | $ 0.99 | $ (0.71) |
Diluted (in dollars per share) | $ 0.39 | $ 0.64 | $ (0.79) | $ (0.18) | $ (0.32) | $ 1.22 | $ 0.12 | $ (0.04) | $ 0.06 | $ 0.98 | $ (0.71) |
Series A Preferred Units | |||||||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||||||
Net income (loss) attributable to limited partners | $ 7,125 | $ 7,125 | $ 7,125 | $ 7,125 | $ 3,563 | $ 28,500 | $ 3,563 | $ 0 |
UNIT-BASED AND NONCASH COMPEN_3
UNIT-BASED AND NONCASH COMPENSATION - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Phantom Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
SMLP LTIP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Reserved for issuance (in shares) | 5,000,000 |
Units remaining available | 3,200,000 |
Unrecognized unit-based compensation | $ | $ 4.9 |
Remaining vesting period | 2 years 2 months 12 days |
UNIT-BASED AND NONCASH COMPEN_4
UNIT-BASED AND NONCASH COMPENSATION - SMLP Long-Term Incentive Plan (Details) - SMLP LTIP - Phantom Units - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Units | |||
Nonvested units(in shares) | 749,274 | 691,955 | 379,911 |
Units granted (in shares) | 515,358 | 371,972 | 495,535 |
Unit vested (in shares) | (359,016) | (293,222) | (178,953) |
Units forfeited (in shares) | (41,492) | (21,431) | (4,538) |
Nonvested units(in shares) | 864,124 | 749,274 | 691,955 |
Weighted-average grant date fair value | |||
Nonvested, Weighted-average grant date fair value, beginning (in dollars per unit) | $ 20.07 | $ 19.59 | $ 31.13 |
Units granted, Weighted-average grant date fair value (in dollars per unit) | 15.25 | 22.50 | 14.91 |
Units vested, Weighted-average grant date fair value (in dollars per unit) | 22.39 | 24.76 | 33.80 |
Units forfeited, Weighted-average grant date fair value (in dollars per unit) | 17.27 | 20.07 | 16.89 |
Nonvested, Weighted-average grant date fair value, beginning (in dollars per unit) | $ 17.11 | $ 20.07 | $ 19.59 |
UNIT-BASED AND NONCASH COMPEN_5
UNIT-BASED AND NONCASH COMPENSATION - Schedule of Intrinsic Values (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
SMLP LTIP | Phantom Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of vested LTIP awards | $ 5,393 | $ 6,657 | $ 2,957 |
UNIT-BASED AND NONCASH COMPEN_6
UNIT-BASED AND NONCASH COMPENSATION - SMP Net Profits Interests (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
SMLP LTIP unit-based compensation | $ 8,088 | $ 7,878 | $ 7,550 |
SMLP LTIP | General and administrative expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
SMLP LTIP unit-based compensation | $ 8,328 | $ 7,951 | $ 7,550 |
RELATED-PARTY TRANSACTIONS - Na
RELATED-PARTY TRANSACTIONS - Narrative (Details) - SMP Holdings | 1 Months Ended |
Feb. 28, 2017$ / sharesshares | |
RELATED-PARTY TRANSACTIONS | |
Shares sold (in shares) | shares | 4,000,000 |
Sale price (in dollars per share) | $ / shares | $ 24 |
RELATED-PARTY TRANSACTIONS - Ex
RELATED-PARTY TRANSACTIONS - Expenses Incurred by the General Partner and Reimbursed (Details) - General Partner - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operation and maintenance expense | |||
RELATED-PARTY TRANSACTIONS | |||
Expenses from transactions with related party | $ 29,061 | $ 27,450 | $ 26,485 |
General and administrative expense | |||
RELATED-PARTY TRANSACTIONS | |||
Expenses from transactions with related party | $ 30,119 | $ 30,899 | $ 31,947 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Rent Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Rent expense | $ 3,928 | $ 3,772 | $ 2,861 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,019 | $ 3,133 |
2,020 | 1,018 |
2,021 | 550 |
2,022 | 506 |
2,023 | 373 |
Thereafter | 621 |
Total future minimum lease payments | $ 6,201 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Dec. 31, 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_4
COMMITMENTS AND CONTINGENCIES - Environmental Matters (Details) - Meadowlark Midstream Gathering System - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Accrued environmental remediation, beginning balance | $ 5,344 | $ 9,453 |
Payments made | (3,808) | (4,109) |
Additional accruals | 4,100 | |
Accrued environmental remediation, ending balance | $ 5,636 | $ 5,344 |
ACQUISITIONS AND DROP DOWN TR_3
ACQUISITIONS AND DROP DOWN TRANSACTIONS - 2016 Drop Down (Details) $ in Thousands | Mar. 03, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||
Deferred purchase price obligation | $ 383,934 | $ 362,959 | ||
Drop Down Assets 2016 Acquisition | ||||
Business Acquisition [Line Items] | ||||
Initial payment | $ 360,000 | |||
Working capital adjustment | $ 600 | |||
Deferred Purchase price obligation, multiple | 6.5 | |||
Estimated future payment obligation | $ 860,300 | 423,900 | ||
Deferred purchase price obligation | $ 507,400 | $ 383,900 | ||
Discount rate | 13.00% | 8.25% |
ACQUISITIONS AND DROP DOWN TR_4
ACQUISITIONS AND DROP DOWN TRANSACTIONS - Revenue and Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||||||||||
Revenues | $ 133,671 | $ 127,479 | $ 128,183 | $ 117,320 | $ 126,199 | $ 124,945 | $ 101,792 | $ 135,805 | $ 506,653 | $ 488,741 | $ 402,362 |
Net (loss) income | $ 42,351 | $ 86,050 | (38,187) | ||||||||
Summit Midstream Partners, LP | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 393,495 | ||||||||||
Net (loss) income | (40,932) | ||||||||||
Drop Down Assets 2016 Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenues | 8,867 | ||||||||||
Net (loss) income | $ 2,745 |
UNAUDITED QUARTERLY FINANCIAL_3
UNAUDITED QUARTERLY FINANCIAL DATA (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Limited Partners' Capital Account [Line Items] | |||||||||||
Revenues | $ 133,671 | $ 127,479 | $ 128,183 | $ 117,320 | $ 126,199 | $ 124,945 | $ 101,792 | $ 135,805 | $ 506,653 | $ 488,741 | $ 402,362 |
Net income (loss) attributable to SMLP | 38,654 | 57,430 | (49,971) | (3,930) | (18,331) | 93,546 | 11,157 | (685) | 42,183 | 85,687 | (40,918) |
Less net income and IDRs attributable to General Partner | 2,907 | 3,279 | 1,140 | 2,058 | 1,760 | 3,999 | 2,351 | 2,092 | 9,384 | 10,202 | 7,261 |
Net income (loss) attributable to limited partners | 28,622 | 47,026 | (58,236) | (13,113) | (23,654) | $ 89,547 | $ 8,806 | $ (2,777) | 32,799 | 75,485 | (48,179) |
Series A Preferred Units | |||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||
Net income (loss) attributable to limited partners | $ 7,125 | $ 7,125 | $ 7,125 | $ 7,125 | $ 3,563 | 28,500 | 3,563 | 0 | |||
Common units | |||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||
Net income (loss) attributable to limited partners | $ 4,299 | $ 71,922 | $ (48,179) | ||||||||
(Loss) earnings per limited partner unit: | |||||||||||
Basic (in dollars per share) | $ 0.39 | $ 0.64 | $ (0.79) | $ (0.18) | $ (0.32) | $ 1.23 | $ 0.12 | $ (0.04) | $ 0.06 | $ 0.99 | $ (0.71) |
Diluted (in dollars per share) | $ 0.39 | $ 0.64 | $ (0.79) | $ (0.18) | $ (0.32) | $ 1.22 | $ 0.12 | $ (0.04) | $ 0.06 | $ 0.98 | $ (0.71) |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2020 | Feb. 26, 2019 | Mar. 03, 2016 | Sep. 30, 2016 | Dec. 31, 2018 | Jun. 30, 2020 |
General Partner | ||||||
Subsequent Event [Line Items] | ||||||
General partner interest | 2.00% | 2.00% | ||||
Drop Down Assets 2016 Acquisition | ||||||
Subsequent Event [Line Items] | ||||||
Initial payment | $ 360 | |||||
Drop Down Assets 2016 Acquisition | SMP Holdings | ||||||
Subsequent Event [Line Items] | ||||||
Remaining consideration description | Remaining Consideration will be fixed at $303.5 million, and will be payable by the Partnership in one or more payments over the period from March 1, 2020 through % per annum on any portion of the Remaining Consideration that remains unpaid after March 31, 2020 | |||||
Drop Down Assets 2016 Acquisition | SMP Holdings | Scenario Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Minimum remaining consideration to be paid percentage | 50.00% | |||||
Annual accrued Interest rate on unpaid consideration | 8.00% | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Partnership expects to reduce its common unit distribution per quarter | $ 0.2875 | |||||
Subsequent Event | General Partner | ||||||
Subsequent Event [Line Items] | ||||||
General partner interest | 2.00% | |||||
Subsequent Event | General Partner | Common units | ||||||
Subsequent Event [Line Items] | ||||||
General partner units converted | 8,750,000 | |||||
Subsequent Event | Limited Partner | Summit Midstream Partners, LP | Energy Capital Partners | ||||||
Subsequent Event [Line Items] | ||||||
Limited partner interest ownership percentage | 7.20% | |||||
Subsequent Event | SMP Holdings | Limited Partner | Summit Midstream Partners, LP | ||||||
Subsequent Event [Line Items] | ||||||
Limited partner interest ownership percentage | 42.10% | |||||
Subsequent Event | Drop Down Assets 2016 Acquisition | SMP Holdings | ||||||
Subsequent Event [Line Items] | ||||||
Initial payment | $ 100 | |||||
Remaining cash consideration payable | 303.5 | |||||
Subsequent Event | Tioga Midstream, LLC | ||||||
Subsequent Event [Line Items] | ||||||
Sale of midstream asset for cash consideration | $ 90 | |||||
Subsequent Event | Tioga Midstream, LLC | General Partner | Common units | ||||||
Subsequent Event [Line Items] | ||||||
General partner units converted | 8,750,000 | |||||
Subsequent Event | Tioga Midstream, LLC | SMP Holdings | General Partner | ||||||
Subsequent Event [Line Items] | ||||||
General partner interest | 2.00% |