CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 18. The Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by SMLP and the Guarantor Subsidiaries (see Note 10). In December 2019, as part of our financing for the Double E Project, we formed Permian Holdco, a newly created, unrestricted subsidiary of SMLP that indirectly owns SMLP’s 70% interest in Double E. In December 2019, we executed the third amendment to the third amended and restated credit agreement that, among other things, designated Permian Holdco and Summit Permian Transmission as unrestricted subsidiaries under the Revolving Credit Facility. Prior to this amendment, Summit Permian Transmission did not have any assets or operations. In December 2019, we executed a partial release agreement that designated the Non-Guarantor Subsidiaries as unrestricted subsidiaries under the Senior Notes. As a result of these transactions, all prior periods presented have been recast to reflect this change. The following supplemental condensed consolidating financial information reflects SMLP's separate accounts, the combined accounts of the Co-Issuers, the combined accounts of the Guarantor Subsidiaries, the combined accounts of the Non-Guarantor Subsidiaries and the consolidating adjustments for the dates and periods indicated. For purposes of the following consolidating information Condensed Consolidating Balance Sheet . Balance sheet s as of December 31, 2019 and 2018 follow. December 31, 2019 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Assets Cash and cash equivalents $ 118 $ 611 $ 4,110 $ 109 $ — $ 4,948 Restricted cash — — — 27,392 — 27,392 Accounts receivable 69 — 102,049 — — 102,118 Other current assets 2,124 — 2,894 — — 5,018 Due from affiliate — 36,300 776,552 — (812,852 ) — Total current assets 2,311 36,911 885,605 27,501 (812,852 ) 139,476 Property, plant and equipment, net 6,420 — 1,875,558 — 273 1,882,251 Intangible assets, net — — 232,278 — — 232,278 Investment in equity method investees — — 275,000 35,002 (274 ) 309,728 Other noncurrent assets 3,152 6,167 29 370 — 9,718 Investment in subsidiaries 1,758,547 3,198,079 — — (4,956,626 ) — Total assets $ 1,770,430 $ 3,241,157 $ 3,268,470 $ 62,873 $ (5,769,479 ) $ 2,573,451 Liabilities and Capital Trade accounts payable $ 657 $ — $ 23,758 $ — $ — $ 24,415 Accrued expenses 1,649 — 9,536 297 — 11,482 Due to affiliate 777,077 — — — (776,766 ) 311 Deferred revenue — — 13,493 — — 13,493 Ad valorem taxes payable 14 — 8,463 — 8,477 Accrued interest — 12,311 — — — 12,311 Accrued environmental remediation — — 1,725 — — 1,725 Other current liabilities 7,342 — 4,591 — 11,933 Total current liabilities 786,739 12,311 61,566 297 (776,766 ) 84,147 Long-term debt — 1,470,299 — — — 1,470,299 Noncurrent Deferred Purchase Price Obligation 178,453 — — — — 178,453 Noncurrent deferred revenue — — 38,709 — — 38,709 Noncurrent accrued environmental remediation — — 2,926 — — 2,926 Other noncurrent liabilities 5,635 — 2,316 — — 7,951 Total liabilities 970,827 1,482,610 105,517 297 (776,766 ) 1,782,485 Total mezzanine capital — — — 27,450 — 27,450 Total partners' capital 799,603 1,758,547 3,162,953 35,126 (4,992,713 ) 763,516 Total liabilities, mezzanine capital and partners' capital $ 1,770,430 $ 3,241,157 $ 3,268,470 $ 62,873 $ (5,769,479 ) $ 2,573,451 December 31, 2018 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Assets Cash and cash equivalents $ 185 $ 230 $ 3,930 $ — $ — $ 4,345 Accounts receivable 321 — 97,615 — — 97,936 Other current assets 1,179 — 2,792 — — 3,971 Due from affiliate — — 593,384 — (593,384 ) — Total current assets 1,685 230 697,721 — (593,384 ) 106,252 Property, plant and equipment, net 5,813 — 1,948,280 9,620 — 1,963,713 Intangible assets, net — — 273,416 — — 273,416 Goodwill — — 16,211 — — 16,211 Investment in equity method investees — — 649,250 — — 649,250 Other noncurrent assets 3,183 8,511 26 — — 11,720 Investment in subsidiaries 2,096,717 3,461,921 — — (5,558,638 ) — Total assets $ 2,107,398 $ 3,470,662 $ 3,584,904 $ 9,620 $ (6,152,022 ) $ 3,020,562 Liabilities and Partners' Capital Trade accounts payable $ 275 $ — $ 35,831 $ 2,308 $ — $ 38,414 Accrued expenses 1,106 — 20,857 — — 21,963 Due to affiliate 482,384 103,928 — — (586,072 ) 240 Deferred revenue — — 11,467 — — 11,467 Ad valorem taxes payable 14 — 10,536 — — 10,550 Accrued interest — 12,286 — — — 12,286 Accrued environmental remediation — — 2,487 — — 2,487 Other current liabilities 7,306 — 5,339 — — 12,645 Total current liabilities 491,085 116,214 86,517 2,308 (586,072 ) 110,052 Long-term debt — 1,257,731 — — — 1,257,731 Noncurrent Deferred Purchase Price Obligation 383,934 — — — — 383,934 Noncurrent deferred revenue — — 39,504 — — 39,504 Noncurrent accrued environmental remediation — — 3,149 — — 3,149 Other noncurrent liabilities 3,843 — 1,125 — — 4,968 Total liabilities 878,862 1,373,945 130,295 2,308 (586,072 ) 1,799,338 Total partners' capital 1,228,536 2,096,717 3,454,609 7,312 (5,565,950 ) 1,221,224 Total liabilities partners' capital $ 2,107,398 $ 3,470,662 $ 3,584,904 $ 9,620 $ (6,152,022 ) $ 3,020,562 Condensed Consolidating Statement of Operations. For the purposes of the following condensed consolidating statements of operations, we allocate general and administrative expenses recognized at the SMLP parent to the Guarantor Subsidiaries and Non-Guarantor Subsidiaries to reflect what those entities' results would have been had they operated on a stand-alone basis. Statements of operation for the years ended December 31, 2019, 2018 and 2017 follow. Year ended December 31, 2019 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 326,747 $ — $ 326,747 Natural gas, NGLs and condensate sales — — 86,994 — — 86,994 Other revenues — — 29,787 — 29,787 Total revenues — — 443,528 — — 443,528 Costs and expenses: Cost of natural gas and NGLs — — 63,438 — — 63,438 Operation and maintenance — — 97,587 — — 97,587 General and administrative — — 54,139 — — 54,139 Depreciation and amortization 2,604 — 107,602 — — 110,206 Transaction costs 1,788 — — — — 1,788 Loss (gain) on asset sales, net 9 — (1,545 ) — — (1,536 ) Long-lived asset impairment — — 60,507 — — 60,507 Goodwill impairment — — 16,211 — — 16,211 Total costs and expenses 4,401 — 397,939 — — 402,340 Other income 451 — — — — 451 Interest expense — (74,327 ) (102 ) — — (74,429 ) Deferred Purchase Price Obligation 1,982 — — — — 1,982 (Loss) income before income taxes and loss from equity method investees (1,968 ) (74,327 ) 45,487 — — (30,808 ) Income tax expense (1,174 ) — — — — (1,174 ) Loss from equity method investees — — (336,950 ) (901 ) — (337,851 ) Equity in earnings of consolidated subsidiaries (366,691 ) (292,364 ) — — 659,055 — Net (loss) income $ (369,833 ) $ (366,691 ) $ (291,463 ) $ (901 ) $ 659,055 $ (369,833 ) Year ended December 31, 2018 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 344,616 $ — $ — $ 344,616 Natural gas, NGLs and condensate sales — — 134,834 — — 134,834 Other revenues — — 27,203 — — 27,203 Total revenues — — 506,653 — — 506,653 Costs and expenses: Cost of natural gas and NGLs — — 107,661 — — 107,661 Operation and maintenance — — 96,878 — — 96,878 General and administrative — — 52,877 — — 52,877 Depreciation and amortization 1,743 — 105,357 — — 107,100 Long-lived asset impairment — — 7,186 — — 7,186 Total costs and expenses 1,743 — 369,959 — — 371,702 Other income (169 ) — — — — (169 ) Interest expense — (60,442 ) (93 ) — — (60,535 ) Deferred Purchase Price Obligation (20,975 ) — — — — (20,975 ) Income (loss) before income taxes and loss from equity method investees (22,887 ) (60,442 ) 136,601 — — 53,272 Income tax expense (33 ) — — — — (33 ) Loss from equity method investees — — (10,888 ) — — (10,888 ) Equity in earnings of consolidated subsidiaries 65,271 125,713 — — (190,984 ) — Net income $ 42,351 $ 65,271 $ 125,713 $ — $ (190,984 ) $ 42,351 Year ended December 31, 2017 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Revenues: Gathering services and related fees $ — $ — $ 394,427 $ — $ — $ 394,427 Natural gas, NGLs and condensate sales — — 68,459 — — 68,459 Other revenues — — 25,855 — — 25,855 Total revenues — — 488,741 — — 488,741 Costs and expenses: Cost of natural gas and NGLs — — 57,237 — — 57,237 Operation and maintenance — — 93,882 — — 93,882 General and administrative — — 54,681 — — 54,681 Depreciation and amortization 1,101 — 114,374 — — 115,475 Transaction costs 73 — — — — 73 Gain on asset sales, net — — 527 — — 527 Long-lived asset impairment — — 188,702 — — 188,702 Total costs and expenses 1,174 — 509,403 — — 510,577 Other income 298 — — — — 298 Interest expense — (68,080 ) (51 ) — — (68,131 ) Early extinguishment of debt — (22,039 ) — — — (22,039 ) Deferred Purchase Price Obligation 200,322 — — — — 200,322 Loss before income taxes and loss from equity method investees 199,446 (90,119 ) (20,713 ) — — 88,614 Income tax expense (341 ) — — — — (341 ) Loss from equity method investees — — (2,223 ) — — (2,223 ) Equity in loss of consolidated subsidiaries (113,055 ) (22,936 ) — — 135,991 — Net loss $ 86,050 $ (113,055 ) $ (22,936 ) $ — $ 135,991 $ 86,050 Condensed Consolidating Statement of Cash Flows. Statement of cash flows for the year s ended December 31, 2019 , 2018 and 2017 follow . Year ended December 31, 2019 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 5,811 $ (69,891 ) $ 246,492 $ (75 ) $ — $ 182,337 Cash flows from investing activities: Capital expenditures (1,323 ) — (163,379 ) (17,589 ) — (182,291 ) Proceeds from asset sales — — 102,111 — — 102,111 Distributions from equity method investment — — — 7,313 — 7,313 Investment in equity method investee — — — (18,316 ) — (18,316 ) Other, net 314 — (1 ) — — 313 Advances to affiliates (28,776 ) (140,229 ) (183,170 ) — 352,175 — Net cash (used in) provided by investing activities (29,785 ) (140,229 ) (244,439 ) (28,592 ) 352,175 (90,870 ) Cash flows from financing activities: Distributions to unitholders (116,624 ) — — — — (116,624 ) Distributions to Series A Preferred unitholders (28,500 ) — — — — (28,500 ) Borrowings under Revolving Credit Facility — 369,000 — — — 369,000 Repayments under Revolving Credit Facility — (158,000 ) — — — (158,000 ) Repayment of Deferred Purchase Price Obligation (151,750 ) — — — — (151,750 ) Debt issuance costs — (499 ) — — — (499 ) Proceeds from the issuance of Series A preferred units, net of costs — — — 27,392 — 27,392 Other, net (2,618 ) — (1,873 ) — (4,491 ) Advances from affiliates 323,399 — — 28,776 (352,175 ) — Net cash (used in) provided by financing activities 23,907 210,501 (1,873 ) 56,168 (352,175 ) (63,472 ) Net change in cash, cash equivalents and restricted cash (67 ) 381 180 27,501 — 27,995 Cash, cash equivalents and restricted cash, beginning of period 185 230 3,930 — — 4,345 Cash, cash equivalents and restricted cash, end of period $ 118 $ 611 $ 4,110 $ 27,501 $ — $ 32,340 Year ended December 31, 2018 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 7,470 $ (56,181 ) $ 276,640 $ — $ — $ 227,929 Cash flows from investing activities: Capital expenditures (3,323 ) — (189,951 ) (7,312 ) — (200,586 ) Proceeds from asset sales — — 496 — — 496 Contributions to equity method investees — — (4,924 ) — — (4,924 ) Purchase of noncontrolling interest (10,981 ) — — — — (10,981 ) Other, net (284 ) — — — — (284 ) Advances to affiliates (7,312 ) (148,320 ) (78,287 ) — 233,919 — Net cash provided by (used in) investing activities (21,900 ) (148,320 ) (272,666 ) (7,312 ) 233,919 (216,279 ) Cash flows from financing activities: Distributions to unitholders (180,705 ) — — — — (180,705 ) Distributions to Series A Preferred unitholders (28,500 ) — — — — (28,500 ) Borrowings under Revolving Credit Facility — 289,000 — — — 289,000 Repayments under Revolving Credit Facility — (84,000 ) — — — (84,000 ) Debt issuance costs — (344 ) — — — (344 ) Other, net (2,913 ) — (1,273 ) — — (4,186 ) Advances from affiliates 226,607 — — 7,312 (233,919 ) — Net cash (used in) provided by financing activities 14,489 204,656 (1,273 ) 7,312 (233,919 ) (8,735 ) Net change in cash and cash equivalents 59 155 2,701 — — 2,915 Cash and cash equivalents, beginning of period 126 75 1,229 — — 1,430 Cash and cash equivalents, end of period $ 185 $ 230 $ 3,930 $ — $ — $ 4,345 Year ended December 31, 2017 SMLP Co-Issuers Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating adjustments Total (In thousands) Cash flows from operating activities: Net cash provided by (used in) operating activities $ 7,122 $ (68,915 ) $ 299,625 $ — $ — $ 237,832 Cash flows from investing activities: Capital expenditures (3,041 ) — (121,174 ) — — (124,215 ) Proceeds from asset sales — — 2,300 — — 2,300 Contributions to equity method investees — — (25,513 ) — — (25,513 ) Purchase of noncontrolling interest (797 ) — — — — (797 ) Other, net (458 ) — — — — (458 ) Advances to affiliates (278,493 ) — (148,229 ) — 426,722 — Net cash used in investing activities (282,789 ) — (292,616 ) — 426,722 (148,683 ) Cash flows from financing activities: Distributions to unitholders (179,103 ) — — — — (179,103 ) Distributions to Series A Preferred unitholders (2,375 ) — — — — (2,375 ) Borrowings under Revolving Credit Facility — 247,500 — — — 247,500 Repayments under Revolving Credit Facility — (634,500 ) — — — (634,500 ) Debt issuance costs — (16,390 ) — — — (16,390 ) Payment of redemption and call premiums on senior notes — (17,932 ) — — — (17,932 ) Proceeds from ATM Program issuances, net of costs 17,078 — — — — 17,078 Proceeds from issuance of Series A preferred units, net of costs 293,238 — — — — 293,238 Contribution from General Partner 465 — — — — 465 Issuance of senior notes — 500,000 — — — 500,000 Tender and redemption of senior notes — (300,000 ) — — — (300,000 ) Other, net (2,437 ) — (691 ) — — (3,128 ) Advances from affiliates 148,229 290,261 (11,768 ) — (426,722 ) — Net cash provided by (used in) financing activities 275,095 68,939 (12,459 ) — (426,722 ) (95,147 ) Net change in cash and cash equivalents (572 ) 24 (5,450 ) — — (5,998 ) Cash and cash equivalents, beginning of period 698 51 6,679 — — 7,428 Cash and cash equivalents, end of period $ 126 $ 75 $ 1,229 $ — $ — $ 1,430 |