Chronicle Journal: Finance

Summit Midstream Partners, LP Reports Fourth Quarter 2020 Financial and Operating Results and Confirms 2021 Financial Guidance

HOUSTON, March 4, 2021 /PRNewswire/ -- Summit Midstream Partners, LP (NYSE: SMLP) ("Summit", "SMLP" or the "Partnership") announced today its financial and operating results for the three months ended December 31, 2020, including net income of $103.0 million, adjusted EBITDA of $61.8 million and DCF of $44.8 million.  Net income for the quarter included a $124.1 million gain from early extinguishment of debt related to the open market repurchase of senior unsecured notes and the consensual debt discharge and restructuring of a subsidiary's $155.2 million term loan ("GP Term Loan Restructuring"), partially offset by non-cash charges for a $17.0 million loss contingency and a $5.1 million asset impairment related to an $8.0 million sale of compressor equipment, which closed in January 2021. 

Summit Midstream Partners Logo. (PRNewsFoto/Summit Midstream Partners)

Fourth quarter 2020 operated natural gas volume throughput averaged 1,436 million cubic feet per day ("MMcf/d") and liquids volume throughput averaged 71 thousand barrels per day ("Mbbl/d").  Operated natural gas volumes increased by 3.2% relative to the third quarter of 2020, largely due to a volume increase of 91 MMcf/d in the Utica Shale segment from a combination of a customer returning 22 MMcf/d of temporarily shut-in production at the end of the third quarter, and seven new well connections in September, partially offset by modest volume throughput declines in other reportable segments.  Throughput volumes for the Ohio Gathering segment increased by 42 MMcf/d, net to Summit, or 21.3% over the third quarter of 2020, due to the return of substantially all temporarily shut-in production and higher volumes from 15 new wells that were connected late in the third quarter.  Quarterly liquids volume throughput increased by 2.9% over the third quarter of 2020, primarily due to eight new wells that were turned in line during the quarter.

Heath Deneke, President, Chief Executive Officer and Chairman, commented, "Summit's fourth quarter financial results were in line with expectations, and adjusted EBITDA was $2 million ahead of third quarter results. Our full year results fell within our guidance range of $250 million to $260 million that we established in July 2020, to reflect the implications of the global COVID-19 pandemic, lower commodity prices and a slowdown of upstream activity behind our systems.  The strong performance of our Utica Shale and Ohio Gathering segments drove overall quarter-over-quarter increases in adjusted EBITDA and volume throughput.  On an aggregate basis, these two segments contributed an incremental $2.6 million of quarterly adjusted EBITDA relative to the third quarter of 2020, and each segment had quarterly volume throughput growth of more than 20%.  Additionally, with the return of substantially all shut-in production behind the Ohio Gathering system in November, we no longer have any material amount of production that is temporarily shut-in for economic purposes behind any of our assets."

"We executed a number of liability management transactions in the fourth quarter, including the repurchase of $95.6 million face value of our 2025 notes, a cash tender for $75.1 million of our Series A Preferred Units, and the closing of the transformational GP Term Loan Restructuring.  In total, since closing the GP Buy-In in May 2020, we have eliminated more than $625 million of recourse fixed capital obligations at SMLP, including the $180.8 million DPPO, and we extinguished our GP's $155.2 million term loan, all at substantial discounts to par.  As a result of these actions, our organizational structure and capital structure have been significantly simplified.  In December 2020, we completed an amendment to our revolving credit facility that provides additional flexibility to support the next phase of our liability management initiatives.  The newly added $400 million junior lien debt basket can be utilized to address our 2022 bond maturities and the increased total leverage covenant of 5.75x provides SMLP with additional cushion to mitigate future uncertainty."

"We continue to make great progress on the Double E project, having received all necessary approvals to proceed with construction, and securing bank financing commitments.  Now that we have received the Notice to Proceed from the FERC, we have initiated construction activities and we expect to bring the project online during the fourth quarter of 2021.  We continue to expect that Double E will be completed at or below the current $425 million capital budget, of which, approximately $35 million currently remains in unidentified project contingency.  In the fourth quarter of 2020, SMLP contributed approximately $6.6 million of cash for its 70% share of Double E capital contributions, resulting in SMLP funding approximately $20 million during the calendar year 2020, and approximately $131 million of total funding from the project's inception through the end of 2020.  In 2021, we expect to finance SMLP's estimated $150 million share of Double E capital expenditures with funds from the $175 million of new, non-recourse senior secured credit facilities which have been committed by leading commercial banks."

"In 2020, we successfully executed a robust set of liability management transactions that strengthened the balance sheet and created financial flexibility to offset the potential for a prolonged challenging macro environment, while generating long term value for our unitholders.  We expect that 2021 will be a trough year for Summit, as many of our customers have significantly reduced drilling and completion activities behind our systems, particularly during the first half of the year.  As a result, we expect approximately 45 to 75 new well connections in 2021, which is materially less than the 104 and 262 wells connected in 2020 and 2019, respectively.  We also anticipate MVC shortfall payment step-downs of approximately $10 million in 2021, relative to 2020, primarily from customers in the Piceance and Williston segments.  Accordingly, we issued our 2021 adjusted EBITDA guidance range of $210 million to $230 million, which includes a moderate amount of risking to our customer-provided development plans and volume forecasts at the midpoint of the range,  Further risking of these plans reflect the low end of the range and if our customers achieve their stated plans, we would expect our financial results to be at the high end of the range."

"Although we are expecting softened customer activity in 2021, we expect to generate sufficient cash, after interest expense and capital expenditures, to reduce outstanding indebtedness by approximately $130 million to $150 million due to the resiliency of our business model.  While it is too early to provide guidance for 2022, we foresee several tailwinds that we believe will support increased customer activity behind our systems, including an improving outlook on oil and gas prices, more constructive capital markets and the potential for additional consolidation activity in the upstream sector, all of which should further strengthen customer balance sheets.  In the meantime, we will remain focused on maximizing free cash flow, further de-levering the balance sheet and implementing plans to address our upcoming 2022 debt maturities."

2021 Financial Guidance

SMLP is reiterating its financial guidance for full year 2021 that was released on February 16, 2021, and included the following guidance ranges:

  • 2021 adjusted EBITDA of $210 million to $230 million
  • Total capital expenditures of $20 million to $35 million, including approximately $10 million of maintenance capital expenditures, but excluding SMLP's estimated $150 million of capital investment in Double E which is expected to be financed with new non-recourse credit facilities at Summit Permian Transmission, LLC, an indirect, unrestricted subsidiary
  • Expect to generate sufficient cash in 2021, after interest expense and capital expenditures, to reduce outstanding indebtedness by approximately $130 million to $150 million

The Partnership believes these guidance ranges reflect a conservative, yet appropriate level of risking to the most recent drill schedules and volume forecasts provided by customers.  These projections are subject to risks and uncertainties described in the "Forward-Looking Statements" section at the end of this press release. 

Please refer to SMLP's press release issued on February 16, 2021, for additional details regarding Summit's full year 2021 financial guidance.

Fourth Quarter 2020 Business Highlights

In the fourth quarter of 2020, SMLP's average daily natural gas throughput for its operated systems increased 3.2% relative to the third quarter of 2020, to 1,436 MMcf/d, and liquids volumes increased 2.9% relative to the third quarter of 2020, to 71 Mbbl/d.  SMLP's customers had approximately 37 DUCs in inventory upstream of its systems with line of sight to near-term completions as of December 31, 2020.

Core Focus Areas:

  • Core Focus Areas generated combined quarterly segment adjusted EBITDA of $33.2 million and had combined capital expenditures of $7.0 million in the fourth quarter of 2020.
  • Utica Shale segment adjusted EBITDA totaled $8.7 million, a $1.3 million increase from the third quarter of 2020, which was driven by a 25.9% increase in volume throughput. Volume throughput growth was primarily due to seven new wells that were turned in line in September and continue to outperform expectations, together with a customer returning 22 MMcf/d of previously shut-in production. There were no wells connected in the segment during the quarter; however, a new four-well pad site, which is subject to our previously announced gathering agreement to incentivize accelerated upstream activity, was connected to the SMU system in the fourth quarter and these new wells are expected to be turned in line during the first quarter of 2021. There were 10 DUCs in the Utica Shale segment at year-end 2020.
  • Ohio Gathering segment adjusted EBITDA totaled $8.5 million, a 18.9% increase from the third quarter of 2020. Higher segment adjusted EBITDA was driven by a 21.3% increase in volume throughput, largely due to return of all temporarily curtailed production and volumes from 10 new wells that were connected late in the third quarter. As of the end of the fourth quarter, there were seven DUCs in the Ohio Gathering segment, all of which are expected to be turned in line in 2021, based on current customer development plans.
  • Williston Basin segment adjusted EBITDA totaled $11.4 million in the fourth quarter of 2020, a 2.4% decrease from the third quarter of 2020, primarily due to a change in customer volume mix and impacts to margins from recent contract amendments. Liquids volume throughput increased by 2.9% from the third quarter, to 71 Mbbl/d, primarily due to eight new wells that were turned in line in October and November, partially offset by natural production declines. There are 8 DUCs in inventory behind our Williston Basin systems, which we expect to be turned in line in 2021.
  • DJ Basin segment adjusted EBITDA totaled $4.4 million in the fourth quarter of 2020, a 7.0% decrease from the third quarter of 2020, due to a 7.4% quarter-over-quarter decrease in volume throughput to 25 MMcf/d. The volume throughput decrease was primarily driven by natural production declines and offset partially by volumes from 2 new pads that were connected during the quarter. As of December 31, 2020, our customers had approximately 20 DUCs on our DJ Basin system; however, we do not expect them to be turned-in-line in the near-term.
  • Permian Basin segment adjusted EBITDA totaled $0.1 million in the fourth quarter of 2020, a decrease of approximately $0.8 million relative to the prior quarter, primarily due to decreased margins on natural gas and NGL sales, a true-up payment due to our customers related to gas purchases, and increased expenses during the fourth quarter. The 2.9% decrease in volume throughput was largely attributable to natural production declines and partially offset by volumes associated with a contract that was extended in May of 2020. Our customers have two DUCs in inventory behind the Permian Basin system that we expect to be turned-in-line during the first quarter of 2021.

Legacy Areas:

  • Legacy Areas generated $35.4 million of combined segment adjusted EBITDA in the fourth quarter of 2020 and had combined capital expenditures of $0.9 million.
  • Piceance Basin segment adjusted EBITDA of $22.0 million increased by $0.5 million from the third quarter of 2020, primarily due to lower spend on operations and maintenance activities. Lower volume throughput of 14 MMcf/d, or 3.9%, compared to the third quarter of 2020, was primarily a result of natural production declines.
  • Barnett Shale segment adjusted EBITDA increased by 5.7% from the third quarter of 2020, to $7.6 million, primarily due to customer margin mix and impacts from recent contract amendments that reduced net expenses. Throughput volumes decreased by 1.9% primarily due natural production declines and were partially offset by increased volumes from workovers and recompletions of existing wells. Our customers have 7 new wells that are being drilled behind our system and 1 DUC in inventory.
  • Marcellus Shale segment adjusted EBITDA decreased to $5.8 million for the fourth quarter of 2020, a 3.9% quarterly decrease relative to the third quarter of 2020, driven primarily by a 6.6% decrease in volume throughput to 370 MMcf/d as a result of natural production declines. Our anchor customer had nine DUCs in inventory behind our Marcellus Shale infrastructure at the end of the fourth quarter, which we expect to all be turned-in-line in the first half of 2021.

The following table presents average daily throughput by reportable segment for the periods indicated:



Three months ended December 31,



Year ended December 31,




2020



2019



2020



2019


Average daily throughput (MMcf/d):

















Utica Shale



443




273




358




273


Williston Basin (1)



14




12




14




12


DJ Basin



25




27




26




27


Permian Basin



33




19




33




19


Piceance Basin (2)



347




452




364




452


Barnett Shale



204




251




212




251


Marcellus Shale



370




363




368




363


Aggregate average daily throughput



1,436




1,397




1,375




1,397



















Average daily throughput (Mbbl/d):

















Williston Basin



71




105




79




105


Aggregate average daily throughput



71




105




79




105



















Ohio Gathering average daily throughput

    (MMcf/d) (3)



621




732




571




732



__________

(1)  The Williston Basin segment includes the Tioga Midstream system, which was sold in March 2019.

(2)  The Piceance Basin segment includes the RRG West system, which was sold in December 2019.

(3)  Gross basis, represents 100% of volume throughput for Ohio Gathering, subject to a one-month lag.

 

The following table presents adjusted EBITDA by reportable segment for the periods indicated:



Three months ended December 31,



Year ended December 31,




2020



2019



2020



2019




(In thousands)


Reportable segment adjusted EBITDA (1):

















Utica Shale


$

8,709



$

8,595



$

32,783



$

29,292


Ohio Gathering (2)



8,474




9,542




31,056




39,126


Williston Basin (3)



11,428




20,213




52,060




69,437


DJ Basin



4,433




6,625




19,449




18,668


Permian Basin



124




117




4,426




(879)


Piceance Basin (4)



22,026




24,138




88,820




98,765


Barnett Shale



7,617




9,560




32,093




43,043


Marcellus Shale



5,786




5,316




22,015




20,051


Total


$

68,597



$

84,106



$

282,702



$

317,503


Less:  Corporate and Other (5)



6,806




7,122




30,587




34,151


Adjusted EBITDA


$

61,791



$

76,984



$

252,115



$

283,352



__________

(1)

We define segment adjusted EBITDA as total revenues less total costs and expenses, plus (i) other income excluding interest income, (ii) our proportional adjusted EBITDA for equity method investees, (iii) depreciation and amortization, (iv) adjustments related to MVC shortfall payments, (v) adjustments related to capital reimbursement activity, (vi) unit-based and noncash compensation, (vii) impairments and (viii) other noncash expenses or losses, less other noncash income or gains.

(2)

Represents our proportional share of adjusted EBITDA for Ohio Gathering, subject to a one-month lag.  We define proportional adjusted EBITDA for our equity method investees as the product of (i) total revenues less total expenses, excluding impairments and other noncash income or expense items and (ii) amortization for deferred contract costs; multiplied by our ownership interest in Ohio Gathering during the respective period.

(3)

The Williston Basin segment includes the Tioga Midstream system, which was sold in March 2019.

(4)

The Piceance Basin segment includes the RRG West system, which was sold in December 2019.

(5)

Corporate and Other represents those results that are not specifically attributable to a reportable segment (such as Double E) or that have not been allocated to our reportable segments, including certain general and administrative expense items  and natural gas and crude oil marketing services.

Capital Expenditures

Capital expenditures totaled $7.8 million in the fourth quarter of 2020, inclusive of maintenance capital expenditures of $3.1 million.  Capital expenditures in the fourth quarter of 2020 were primarily related to growth projects in our Utica Shale and DJ Basin segments.   



Year ended December 31,




2020



2019




(In thousands)


Cash paid for capital expenditures (1):









Utica Shale


$

6,957



$

3,902


Williston Basin



8,767




30,861


DJ Basin



12,829




80,487


Permian Basin



7,014




44,955


Piceance Basin



1,370




1,946


Barnett Shale (2)



1,878




184


Marcellus Shale



700




693


Total reportable segment capital expenditures



39,515




163,028


Corporate and Other (3)



3,613




19,263


Total cash paid for capital expenditures


$

43,128



$

182,291



__________

(1)

Excludes cash paid for capital expenditures by Ohio Gathering and Double E (after June 2019) due to equity method accounting.

(2)

For the year ended December 31, 2019, the amount includes sales tax reimbursements of $1.1 million. 

(3)

For the year ended December 31, 2019, and through the formation date of the Double E joint venture in June 2019, reflects 100% of the capital expenditures associated with Double E and excludes capital contributions made by our JV partner.

Capital & Liquidity

As of December 31, 2020, SMLP had $238.9 million of undrawn commitments under its $1.1 billion revolving credit facility, after accounting for a $4.1 million issued but undrawn letter of credit.  Subject to covenant limits, our available borrowing capacity at December 31, 2020 totaled approximately $105 million.  SMLP also had $15.4 million of cash on hand as of December 31, 2020.

Based upon the terms of SMLP's revolving credit facility and total outstanding debt, net of cash, of $1.34 billion (inclusive of $493.5 million of senior unsecured notes), SMLP's total leverage ratio and first lien leverage ratio (as defined in the credit agreement) as of December 31, 2020, were 5.1 to 1.0 and 3.2 to 1.0, respectively, relative to maximum threshold limits of 5.75 to 1.0 and 3.50 to 1.0.

Fourth Quarter 2020 Loss Contingency

In accordance with certain GAAP requirements, in the fourth quarter of 2020, the Partnership recognized a $17.0 million, non-cash loss contingency accrual related to a previously disclosed incident dating back to a 2015 release of produced water from a pipeline owned by Meadowlark Midstream.  Since discovering the pipeline rupture in January 2015, the Partnership and its affiliates have spent nearly $75 million on environmental remediation costs and preventative system improvements associated with this incident.  Since then, we have also engaged in discussions with federal and state agencies and the U.S. Department of Justice regarding resolution of potential criminal and civil violations under statutes such as the Clean Water Act.  It remains unclear if a resolution to these potential violations could be achieved through a negotiated settlement or through litigation, and the timing of any resolution is unknown. We will continue to provide updates if any material developments occur.

Double E Update

During the fourth quarter of 2020, SMLP made cash investments totaling $6.6 million with respect to its 70% equity investment in Double E.  SMLP's 70% share of the total expected Double E capital costs is approximately $300 million, of which approximately $131 million has been funded as of December 31, 2020.  In January of 2021, Double E received its Notice to Proceed with construction from the Federal Energy Regulatory Commission and was granted the necessary rights-of-way on federal lands from the Bureau of Land Management.  In February 2021, SMLP's wholly-owned, indirect subsidiary, Summit Permian Transmission, LLC, received $175 million of commercial bank commitments to finance development of the Double E pipeline project, which it expects to fully fund SMLP's approximately $150 million of capital contributions for Double E in 2021.  The estimated in-service date for Double E continues to be the fourth quarter of 2021.

MVC Shortfall Payments

SMLP billed its customers $22.3 million in the fourth quarter of 2020 related to MVC shortfalls.  For those customers that do not have MVC shortfall credit banking mechanisms in their gathering agreements, the MVC shortfall payments are accounted for as gathering revenue in the period in which they are earned.  In the fourth quarter of 2020, SMLP recognized $14.0 million of gathering revenue associated with MVC shortfall payments.  SMLP also recognized $0.9 million of adjustments to MVC shortfall payments in the fourth quarter of 2020 related to shortfall payment adjustments from customers in the Williston Basin segment and the Piceance Basin segment.  SMLP's MVC shortfall payment mechanisms contributed $14.9 million of total adjusted EBITDA in the fourth quarter of 2020.


Three months ended December 31, 2020



MVC Billings




Gathering
revenue



Adjustments
to MVC
shortfall
payments



Net impact to
adjusted
EBITDA



(In thousands)


Net change in deferred revenue related to MVC

   shortfall payments:

















Piceance Basin

$

3,469




$

3,469



$



$

3,469


Total net change

$

3,469




$

3,469



$



$

3,469



















MVC shortfall payment adjustments:

















Williston Basin

$

9,144




$

1,354



$

1,416



$

2,770


Piceance Basin


8,136





7,619




(557

)



7,062


Marcellus Shale


1,569





1,569







1,569


Total MVC shortfall payment adjustments

$

18,849




$

10,542



$

859



$

11,401



















Total (1)

$

22,318




$

14,011



$

859



$

14,870



__________

(1) Exclusive of Ohio Gathering due to equity method accounting.

 


Year ended December 31, 2020



MVC Billings




Gathering
revenue



Adjustments
to MVC
shortfall
payments



Net impact to
adjusted
EBITDA



(In thousands)


Net change in deferred revenue related to MVC

   shortfall payments:

















Piceance Basin

$

14,000




$

14,000



$



$

14,000


Total net change

$

14,000




$

14,000



$



$

14,000



















MVC shortfall payment adjustments:

















Williston Basin

$

12,191




$

12,191



$



$

12,191


Piceance Basin


29,182





28,560







28,560


Marcellus Shale


5,467





5,467







5,467


Total MVC shortfall payment adjustments

$

46,840




$

46,218



$



$

46,218



















Total (1)

$

60,840




$

60,218



$



$

60,218



__________

(1) Exclusive of Ohio Gathering due to equity method accounting.

 

Quarterly Distribution

The board of directors of SMLP's general partner continues to suspend cash distributions payable on its common units and on its 9.50% Series A fixed-to-floating rate cumulative redeemable perpetual preferred units for the period ended December 31, 2020.  Unpaid distributions on the Series A preferred units will continue to accrue.

Fourth Quarter 2020 Earnings Call Information

SMLP will host a conference call at 10:00 a.m. Eastern on Thursday, March 4, 2021, to discuss its quarterly operating and financial results.  Interested parties may participate in the call by dialing 847-585-4405 or toll-free 888-771-4371 and entering the passcode 50087230.  The conference call, live webcast and archive of the call can be accessed through the Investors section of SMLP's website at www.summitmidstream.com.

Use of Non-GAAP Financial Measures

We report financial results in accordance with U.S. generally accepted accounting principles ("GAAP").  We also present adjusted EBITDA, a non-GAAP financial measure.  We define adjusted EBITDA as net income or loss, plus interest expense, income tax expense, depreciation and amortization, our proportional adjusted EBITDA for equity method investees, adjustments related to MVC shortfall payments, adjustments related to capital reimbursement activity, unit-based and noncash compensation, impairments, items of income or loss that we characterize as unrepresentative of our ongoing operations and other noncash expenses or losses, less interest income, income tax benefit, income (loss) from equity method investees and other noncash income or gains.  Because adjusted EBITDA may be defined differently by other entities in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other entities, thereby diminishing its utility.

Management uses adjusted EBITDA in making financial, operating and planning decisions and in evaluating our financial performance. Furthermore, management believes that adjusted EBITDA may provide external users of our financial statements, such as investors, commercial banks, research analysts and others, with additional meaningful comparisons between current results and results of prior periods as they are expected to be reflective of our core ongoing business.

Adjusted EBITDA is used as a supplemental financial measure by external users of our financial statements such as investors, commercial banks, research analysts and others.

Adjusted EBITDA is used to assess:

  • the ability of our assets to generate cash sufficient to make future potential cash distributions and support our indebtedness;
  • the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;
  • our operating performance and return on capital as compared to those of other entities in the midstream energy sector, without regard to financing or capital structure;
  • the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities; and
  • the financial performance of our assets without regard to (i) income or loss from equity method investees, (ii) the impact of the timing of minimum volume commitments shortfall payments under our gathering agreements or (iii) the timing of impairments or other income or expense items that we characterize as unrepresentative of our ongoing operations.

Adjusted EBITDA has limitations as an analytical tool and investors should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.  For example:

  • certain items excluded from adjusted EBITDA are significant components in understanding and assessing an entity's financial performance, such as an entity's cost of capital and tax structure;
  • adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
  • adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and
  • although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for such replacements.

We compensate for the limitations of adjusted EBITDA as an analytical tool by reviewing the comparable GAAP financial measures, understanding the differences between the financial measures and incorporating these data points into our decision-making process.

We do not provide the GAAP financial measures of net income or loss or net cash provided by operating activities on a forward-looking basis because we are unable to predict, without unreasonable effort, certain components thereof including, but not limited to, (i) income or loss from equity method investees and (ii) asset impairments.  These items are inherently uncertain and depend on various factors, many of which are beyond our control.  As such, any associated estimate and its impact on our GAAP performance and cash flow measures could vary materially based on a variety of acceptable management assumptions.  

About Summit Midstream Partners, LP

SMLP is a value-driven 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.  SMLP provides natural gas, crude oil and produced water gathering, processing and transportation services pursuant to primarily long-term, fee-based agreements with customers and counterparties in six unconventional resource basins: (i) the Appalachian Basin, which includes the Utica and Marcellus shale formations in Ohio and West Virginia; (ii) the Williston Basin, which includes the Bakken and Three Forks shale formations in North Dakota; (iii) the Denver-Julesburg Basin, which includes the Niobrara and Codell shale formations in Colorado and Wyoming; (iv) the Permian Basin, which includes the Bone Spring and Wolfcamp formations in New Mexico; (v) the Fort Worth Basin, which includes the Barnett Shale formation in Texas; and (vi) the Piceance Basin, which includes the Mesaverde formation as well as the Mancos and Niobrara shale formations in Colorado.  SMLP has an equity investment in Double E Pipeline, LLC, which is developing natural gas transmission infrastructure that will provide transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha Hub in Texas.  SMLP also has an equity investment in Ohio Gathering, which operates extensive natural gas gathering and condensate stabilization infrastructure in the Utica Shale in Ohio.  SMLP is headquartered in Houston, Texas.

Forward-Looking Statements

This press release includes certain statements concerning expectations for the future that are forward-looking within the meaning of the federal securities laws.  Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements and may contain the words "expect," "intend," "plan," "anticipate," "estimate," "believe," "will be," "will continue," "will likely result," and similar expressions, or future conditional verbs such as "may," "will," "should," "would," and "could."  In addition, any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies and possible actions taken by us or our subsidiaries are also forward-looking statements.  Forward-looking statements also contain known and unknown risks and uncertainties (many of which are difficult to predict and beyond management's control) that may cause SMLP's actual results in future periods to differ materially from anticipated or projected results.  An extensive list of specific material risks and uncertainties affecting SMLP is contained in its 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 9, 2020, Quarterly Report on Form 10-Q for the three months ended March 31, 2020 filed with the SEC on May 8, 2020, Quarterly Report on Form 10-Q for the three months ended June 30, 2020 filed with the SEC on August 10, 2020 and Quarterly Report on Form 10-Q for the three months ended September 30, 2020 filed with the SEC on November 6, 2020, each as amended and updated from time to time. Any forward-looking statements in this press release are made as of the date of this press release and SMLP undertakes no obligation to update or revise any forward-looking statements to reflect new information or events.

SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS




December 31,



December 31,




2020



2019




(In thousands)


ASSETS









Cash and cash equivalents


$

15,544



$

9,530


Restricted cash



-




27,392


Accounts receivable



61,932




97,418


Other current assets



4,623




5,521


Total current assets



82,099




139,861


Property, plant and equipment, net



1,817,546




1,882,489


Intangible assets, net



199,566




232,278


Investment in equity method investees



392,740




309,728


Other noncurrent assets



7,866




9,742


TOTAL ASSETS


$

2,499,817



$

2,574,098











LIABILITIES AND CAPITAL









Trade accounts payable


$

11,878



$

24,415


Accrued expenses



13,036




11,339


Deferred revenue



9,988




13,493


Ad valorem taxes payable



9,086




8,477


Accrued compensation and employee benefits



9,658




8,719


Accrued interest



8,007




12,346


Accrued environmental remediation



1,392




1,725


Other current liabilities



5,363




3,487


Term loan



-




5,546


Total current liabilities



68,408




89,547


Long-term debt



1,347,326




1,622,279


Noncurrent deferred revenue



48,250




38,709


Noncurrent accrued environmental remediation



1,537




2,926


Other noncurrent liabilities



21,747




7,951


Total liabilities



1,487,268




1,761,412











Mezzanine Capital









Subsidiary Series A Preferred Units



89,658




27,450











Partners' Capital









Series A Preferred Units



174,425




293,616


Common limited partner capital



748,466




305,550


Noncontrolling interest






186,070


Total partners' capital



922,891




785,236


TOTAL LIABILITIES AND CAPITAL


$

2,499,817



$

2,574,098


 

SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS




Three months ended December 31,



Year ended December 31,




2020



2019



2020



2019




(In thousands, except per-unit amounts)


Revenues:

















Gathering services and related fees


$

73,125



$

83,708



$

302,792



$

326,747


Natural gas, NGLs and condensate sales



14,073




18,556




49,319




86,994


Other revenues



9,212




9,983




31,362




29,787


Total revenues



96,410




112,247




383,473




443,528


Costs and expenses:

















Cost of natural gas and NGLs



13,708




12,636




36,653




63,438


Operation and maintenance



20,899




23,948




86,030




98,719


General and administrative (1)



33,530




16,968




73,438




55,947


Depreciation and amortization



29,331




28,310




118,132




110,354


Transaction costs



1,049




455




2,993




3,017


Gain on asset sales, net



(37)




59




(307)




(1,536)


Long-lived asset impairment (2)



8,614




15,486




13,089




60,507


Goodwill Impairment (3)






-







16,211


Total costs and expenses



107,094




97,862




330,028




406,657


Other income



(596)




147




48




451


Interest expense



(14,058)




(23,419)




(78,894)




(91,966)


Gain on early extinguishment of debt (4)



124,137







203,062





Income (loss) before income taxes and
    equity method investment income (loss)



98,799




(8,887)




177,661




(54,644)


Income tax benefit (expense)



42




196




146




(1,231)


Income (loss) from equity method investees (5)



4,125




(336,654)




11,271




(337,851)


Net income (loss)


$

102,966



$

(345,345)



$

189,078



$

(393,726)



















Net income (loss) per limited partner unit:

















Common unit – basic


$

30.45



$

(59.74)



$

73.22



$

(70.50)


Common unit – diluted


$

29.73



$

(59.74)



$

55.84



$

(70.50)



















Weighted-average limited partner units
outstanding:

















Common units – basic



4,894




3,021




3,592




3,021


Common units – diluted



5,013




3,021




4,710




3,021



__________

(1)

For the three months ended December 31, 2020, the amount includes a $17.0 million non-cash loss contingency expense and $5.6 million of restructuring expenses. For the year ended December 31, 2020, the amount includes a $17.0 million non-cash loss contingency expense and $9.0 million of restructuring expenses. For the three months and the year ended December 31, 2019, the amount includes $5.0 million of restructuring expenses. For the year ended December 31, 2019, includes $3.8 million of severance expenses.

(2)

For the year ended December 31, 2020, the amount is associated with (i) a $5.1 million impairment related to the 2021 sale of compressor equipment and (ii) a $3.6 million impairment related to the cancellation of a DJ Basin compressor station.  For the year ended December 31, 2019, the amount is associated with (i) our decision in March 2019 to idle our existing 20 MMcf/d DJ Basin processing plant in conjunction with the commissioning of our new 60 MMcf/d DJ Basin processing plant resulting in an impairment charge of $34.7 million; (ii) a $14.2 million impairment charge associated with the sale of certain Red Rock Gathering system assets in the fourth quarter of 2019; and (iii) our decommissioning in March 2019 of an underutilized Barnett Shale compressor station resulting in an impairment charge of $10.2 million. 

(3)

For the year ended December 31, 2019, the amount represents an impairment charge associated with our annual goodwill testing of the Marcellus Shale reporting unit.

(4)

Subsequent to the GP Buy-In Transaction, the Partnership commenced a debt buyback program to repurchase our Senior Notes, which is ongoing. We repurchased $66.0 million of the outstanding $300 million aggregate principal amount of our 5.50% Senior Notes through December 31, 2020. The gain on early extinguishment of debt for the 5.50% Senior Notes for the year ended December 31, 2020 totaled $20.5 million and is inclusive of a $0.3 million write off of debt issuance costs. We also repurchased $240.5 million of the outstanding $500 million aggregate principal amount of our 5.75% Senior Notes through December 31, 2020. The gain on early extinguishment of debt for the 5.75% Senior Notes during the three months and the year ended December 31, 2020 totaled $30.2 million and $90.5 million, respectively, and is inclusive of a $1.8 million write off of debt issuance costs.

(5)

For the year ended December 31, 2019, the amount includes a $336.7 million impairment charge associated with our equity method investment in Ohio Gathering and Ohio Condensate.

 

SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED OTHER FINANCIAL AND OPERATING DATA



Three months ended December 31,



Year ended December 31,



2020



2019



2020



2019



(Dollars in thousands)


Other financial data:
















Net income (loss)

$

102,966



$

(345,345)



$

189,078



$

(393,726)


Net cash provided by operating activities

$

51,782



$

34,124



$

198,589



$

161,741


Capital expenditures

$

7,816



$

30,628



$

43,128



$

182,291


Contributions to equity method investees

$

7,855



$

6,986



$

99,927



$

18,316


Adjusted EBITDA

$

61,791



$

76,984



$

252,115



$

283,352


Cash flow available for distributions (1)

$

44,755



$

50,348



$

162,835



$

176,491


Distributions (2)

$



$

18,812



$



$

111,530


















Operating data:
















Aggregate average daily throughput – natural

    gas (MMcf/d)


1,436




1,397




1,375




1,397


Aggregate average daily throughput – liquids (Mbbl/d)


71




105




79




105


















Ohio Gathering average daily throughput (MMcf/d) (3)


621




732




571




732



__________

(1)

Cash flow available for distributions is also referred to as Distributable Cash Flow, or DCF.

(2)

Represents distributions declared and ultimately paid or expected to be paid to preferred and common unitholders in respect of a given period. On May 3, 2020, the board of directors of SMLP's general partner announced an immediate suspension of the cash distributions payable on its preferred and common units.

(3)

Gross basis, represents 100% of volume throughput for Ohio Gathering, subject to a one-month lag.

 

SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES




Three months ended December 31,



Year ended December 31,




2020



2019



2020



2019




(In thousands)


Reconciliations of net income or loss to

    adjusted EBITDA and distributable

    cash flow:

















Net income (loss)


$

102,966



$

(345,345)



$

189,078



$

(393,726)


Add:

















Interest expense



14,058




23,419




78,894




91,966


Income tax (benefit) expense



(42)




(196)




(146)




1,231


Depreciation and amortization (1)



29,565




28,544




119,070




111,574


Proportional adjusted EBITDA for equity
    method investees (2)



8,474




9,542




31,056




39,126


Adjustments related to MVC shortfall
    payments (3)



859




608







3,476


Adjustments related to capital reimbursement
    activity (4)



(619)




(250)




(1,395)




(2,156)


Unit-based and noncash compensation



1,920




2,801




8,111




8,171


Gain on early extinguishment of debt (5)



(124,137)







(203,062)





Gain on asset sales, net



(37)




59




(307)




(1,536)


Long-lived asset impairment (6)



8,614




15,486




13,089




60,507


Goodwill Impairment












16,211


Other, net (7)



24,295




5,662




28,998




10,657


Less:

















Income (loss) from equity method investees



4,125




(336,654)




11,271




(337,851)


Adjusted EBITDA


$

61,791



$

76,984



$

252,115



$

283,352


Less:

















Cash interest paid



17,009




26,101




79,450




92,536


Cash paid for taxes









190




150


Senior notes interest adjustment (8)



(3,091)




(3,063)




(4,487)





Maintenance capital expenditures



3,118




3,598




14,127




14,175


Cash flow available for distributions (9)


$

44,755



$

50,348



$

162,835



$

176,491



















Distributions (10)


$



$

18,812



$



$

111,530



__________

(1)

Includes the amortization expense associated with our favorable gas gathering contracts as reported in other revenues.

(2)

Reflects our proportionate share of Ohio Gathering adjusted EBITDA, subject to a one-month lag.

(3)

Adjustments related to MVC shortfall payments are recognized ratably over the term of the associated MVC.

(4)

Adjustments related to capital reimbursement activity represent contributions in aid of construction revenue recognized in accordance with Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers ("Topic 606").

(5)

Subsequent to the GP Buy-In Transaction, the Partnership commenced a debt buyback program to repurchase our Senior Notes, which is ongoing. We repurchased $66.0 million of the outstanding $300 million aggregate principal amount of our 5.50% Senior Notes through December 31, 2020. The gain on early extinguishment of debt for the 5.50% Senior Notes for the year ended December 31, 2020 totaled $20.5 million and is inclusive of a $0.3 million write off of debt issuance costs. We also repurchased $240.5 million of the outstanding $500 million aggregate principal amount of our 5.75% Senior Notes through December 31, 2020. The gain on early extinguishment of debt for the 5.75% Senior Notes during the three months and the year ended December 31, 2020 totaled $30.2 million and $90.5 million, respectively, and is inclusive of a $1.8 million write off of debt issuance costs.

(6)

For the year ended December 31, 2020, the amount is associated with (i) a $5.1 million impairment related to the 2021 sale of compressor equipment and (ii) a $3.6 million impairment related to the cancellation of a DJ Basin compressor station.  For the year ended December 31, 2019, the amount is associated with (i) our decision in March 2019 to idle our existing 20 MMcf/d DJ Basin processing plant in conjunction with the commissioning of our new 60 MMcf/d DJ Basin processing plant resulting in an impairment charge of $34.7 million; (ii) a $14.2 million impairment charge associated with the sale of certain Red Rock Gathering system assets in the fourth quarter of 2019; and (iii) our decommissioning in March 2019 of an underutilized Barnett Shale compressor station resulting in an impairment charge of $10.2 million. 

(7)

Represents items of income or loss that we characterize as unrepresentative of our ongoing operations. For the three months ended December 31, 2020, the amount includes $17.0 million of non-cash loss contingency expense, $5.6 million of restructuring expenses and $1.0 million of transaction costs associated with the GP Buy-In Transaction. For the year ended December 31, 2020, the amount includes $17.0 million of non-cash loss contingency expense, $9.0 million of restructuring expenses and $3.2 million of transaction costs associated with the GP Buy-In Transaction. For the three months ended December 31, 2019, the amount includes $5.0 million related to restructuring expenses and $0.7 million of transaction costs associated with the November 2019 DPPO amendment. For the year ended December 31, 2019, the amount includes $5.0 million related to restructuring expenses, $3.8 million of severance expense associated with our former Chief Executive Officer, $0.9 million of transaction costs associated with the Equity Restructuring, and $0.9 million of transaction costs primarily associated with the November 2019 DPPO amendment.

(8)

Senior notes interest adjustment represents the net of interest expense accrued and paid during the period. Interest on the $300.0 million 5.5% senior notes is paid in cash semi-annually in arrears on February 15 and August 15 until maturity in August 2022.  Interest on the $500.0 million 5.75% senior notes is paid in cash semi-annually in arrears on April 15 and October 15 until maturity in April 2025.

(9)

Represents cash flow available for distribution to preferred and common unitholders. Common distributions cannot be paid unless all accrued preferred distributions are paid. Cash flow available for distributions is also referred to as Distributable Cash Flow, or DCF. 

(10)

Represents distributions declared and ultimately paid or expected to be paid to preferred and common unitholders in respect of a given period. On May 3, 2020, the board of directors of SMLP's general partner announced an immediate suspension of the cash distributions payable on its preferred and common units.

 

SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES




Year ended December 31,




2020



2019




(In thousands)


Reconciliation of net cash provided by operating activities to adjusted

    EBITDA and distributable cash flow:









Net cash provided by operating activities


$

198,589



$

161,741


Add:









Interest expense, excluding amortization of debt issuance costs



72,286




85,653


Income tax (benefit) expense



(146)




1,231


Gain on fair value of warrants



393





Settlement of interest rate derivative



(134)





Transaction costs



3,913





Changes in operating assets and liabilities



(50,018)




24,010


Proportional adjusted EBITDA for equity method investees (1)



31,056




39,126


Adjustments related to MVC shortfall payments (2)






3,476


Adjustments related to capital reimbursement activity (3)



(1,395)




(2,156)


Other, net (4)



28,998




10,657


Less:









Distributions from equity method investees



28,185




37,300


Noncash lease expense



3,242




3,086


Adjusted EBITDA


$

252,115



$

283,352


Less:









Cash interest paid



79,450




92,536


Cash paid for taxes



190




150


Senior notes interest adjustment (5)



(4,487)





Maintenance capital expenditures



14,127




14,175


Cash flow available for distributions (6)


$

162,835



$

176,491



__________

(1)

Reflects our proportionate share of Ohio Gathering adjusted EBITDA, subject to a one-month lag.

(2)

Adjustments related to MVC shortfall payments are recognized ratably over the term of the associated MVC.

(3)

Adjustments related to capital reimbursement activity represent contributions in aid of construction revenue recognized in accordance with Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers ("Topic 606").

(4)

Represents items of income or loss that we characterize as unrepresentative of our ongoing operations. For the year ended December 31, 2020, the amount includes $17.0 million of non-cash loss contingency expense, $9.0 million of restructuring expenses and $3.2 million of transaction costs associated with the GP Buy-In Transaction. For the year ended December 31, 2019, the amount includes $5.0 million related to restructuring expenses, $3.8 million of severance expense associated with our former Chief Executive Officer, $0.9 million of transaction costs associated with the Equity Restructuring, and $0.9 million of transaction costs primarily associated with the November 2019 DPPO amendment.

(5)

Senior notes interest adjustment represents the net of interest expense accrued and paid during the period. Interest on the $300.0 million 5.5% senior notes is paid in cash semi-annually in arrears on February 15 and August 15 until maturity in August 2022. Interest on the $500.0 million 5.75% senior notes is paid in cash semi-annually in arrears on April 15 and October 15 until maturity in April 2025.

(6)

Represents cash flow available for distribution to preferred and common unitholders. Common distributions cannot be paid unless all accrued preferred distributions are paid. Cash flow available for distributions is also referred to as Distributable Cash Flow, or DCF.

 

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SOURCE Summit Midstream Partners, LP

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