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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 4, 2021

 

Summit Midstream Partners, LP

(Exact name of registrant as specified in its charter)

 

Delaware		001-35666		45-5200503
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

910 Louisiana Street, Suite 4200

Houston, TX 77002

(Address of principal executive office) (Zip Code)

 

(Registrants’ telephone number, including area code): (832) 413-4770

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	SMLP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

On March 4, 2021, Summit Midstream Partners, LP (the “Partnership,” “we” and “our”) issued a press release announcing its results of operations for the three months and year ended December 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Item 2.02 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission, whether or not filed under the Securities Act of 1933 or the 1934 Act, regardless of any general incorporation language in such document.

Use of Non-GAAP Financial Measures

In addition to reporting financial results in accordance with accounting principles generally accepted in the United States of America ("GAAP"), the Partnership presents certain non-GAAP financial measures. Specifically, the Partnership presents adjusted EBITDA and distributable cash flow. 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. We define distributable cash flow as adjusted EBITDA plus cash interest received and cash taxes received, less cash interest paid, senior notes interest adjustment, adjusted Series A Preferred Units cash distribution, cash taxes paid and maintenance capital expenditures.  

We exclude these items because they are considered unusual and not indicative of our ongoing operations. Our definitions of these non-GAAP financial measures may differ from the definitions of similar measures used by other companies, thereby diminishing the utility of these measures. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Partnership’s financial performance. Furthermore, management believes that these non-GAAP financial measures may provide users of the Partnership’s financial statements with additional meaningful comparisons between current results and results of prior periods as they are expected to be reflective of our core ongoing business. These measures have limitations, and investors should not consider them in isolation or as a substitute for analysis of the Partnership’s results as reported under GAAP.

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.

Reconciliations of GAAP to non-GAAP financial measures are included as attachments to the press release which has been posted to the “Investors” section of our website at www.summitmidstream.com.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated as of March 4, 2021.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

 

 

1

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Summit Midstream Partners, LP
		(Registrant)
		By:	Summit Midstream GP, LLC (its general partner)
Dated:	March 4, 2021	/s/ Marc D. Stratton
		Marc D. Stratton, Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

 

2

EXHIBIT 99.1

 

Summit Midstream Partners, LP Reports Fourth Quarter 2020

Financial and Operating Results and Confirms 2021 Financial Guidance

Houston, Texas (March 4, 2021) – 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.  

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

EX 99.1-1

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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:

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.

EX 99.1-2

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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:

EX 99.1-3

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Legacy Areas:

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

__________

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

EX 99.1-4

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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.   

__________

 

 

EX 99.1-5

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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.

EX 99.1-6

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

 

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(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

EX 99.1-7

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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:

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:

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,

EX 99.1-8

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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.

 

EX 99.1-9

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SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

EX 99.1-10

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SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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(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

EX 99.1-11

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$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.

EX 99.1-12

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SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

UNAUDITED OTHER FINANCIAL AND OPERATING DATA

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(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.

EX 99.1-13

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SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES

__________

(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

EX 99.1-14

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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.

EX 99.1-15

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SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES

__________

(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.

 

 

Contact:  Ross Wong, Senior Director, Corporate Development & Finance, 832-930-7512, ir@summitmidstream.com

SOURCE: Summit Midstream Partners, LP

EX 99.1-16