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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): May 7, 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 May 7, 2021, Summit Midstream Partners, LP (the “Partnership,” “we” and “our”) issued a press release announcing its results of operations for the three months ended March 31, 2021. 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 May 7, 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:	May 7, 2021	/s/ Marc D. Stratton
		Marc D. Stratton, Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

 

2

EXHIBIT 99.1

 

Summit Midstream Partners, LP Reports First Quarter 2021

Financial and Operating Results

Houston, Texas (May 7, 2021) – Summit Midstream Partners, LP (NYSE: SMLP) (“Summit”, “SMLP” or the “Partnership”) announced today its financial and operating results for the three months ended March 31, 2021, including net income of $9.0 million, adjusted EBITDA of $60.4 million and DCF of $46.2 million.  Operated natural gas volume throughput averaged 1,346 million cubic feet per day (“MMcf/d”) and liquids volume throughput averaged 65 thousand barrels per day (“Mbbl/d”).  Operated natural gas volumes decreased 6.3% relative to the fourth quarter of 2020, largely due to natural production declines and impacts from severe winter weather in some segments, partially offset by volumes from six new well connections during the quarter in the Utica Shale and Permian segments.  Quarterly liquids volume throughput decreased by 8.5% relative to the fourth quarter of 2020 as there were no new liquids wells connected during the quarter.

Heath Deneke, President, Chief Executive Officer and Chairman, commented, “Summit’s financial results exceeded internal expectations for the quarter with $60.4 million of adjusted EBITDA, largely due to our continued focus on reducing operating expenses, together with strong performance from a new Utica pad which came online in March, ahead of schedule, and at initial production rates that exceeded expectations by nearly 20%.  While it is still early, these wells continue to materially outperform original expectations underlying our 2021 financial guidance.”

“With respect to our expense improvement, towards the end of 2020, we implemented structural and organizational changes across our business, aimed at further streamlining operations and minimizing costs.  The first quarter of 2021 is the first period in which the majority of these savings materialized and is evidenced by approximately $4.9 million lower operating expenses than our quarterly average in 2020.  I want to thank the entire Summit team for the continuous improvement mindset and commitment to continue to find ways to improve our operating efficiency and effectiveness, without compromising our commitment to safety, compliance, the environment and providing excellent service for our customers.”

“We remain focused on executing the second phase of our balance sheet transformation initiatives, which includes addressing our 2022 debt maturities and capturing discounts where available on other fixed capital obligations.  During the first quarter, we utilized our internally generated cash flow, together with $8 million of cash received from the sale of surplus compressor equipment, to reduce our revolving credit facility balance by $55 million.  This paydown represents nearly 40% of our 2021 debt reduction guidance and we remain on track to generate sufficient cash, after

EX 99.1-1

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interest expense and capital expenditures, to reduce outstanding indebtedness this year by approximately $130 million to $150 million.”

“In March, we launched a Series A preferred equity for SMLP common equity exchange, with the intention of enhancing common equity value by reducing principal at discounts to face value and eliminating accumulated unpaid distributions.  This transaction was successful and upon closing in April, we exchanged $18.7 million Series A preferred units, or approximately 11.5% of the outstanding Series A preferred units, for approximately 560,000 SMLP common units with a value of approximately $12.3 million, and we eliminated $2.5 million of accrued unpaid distributions.”

“Addressing our 2022 debt maturities is a top priority for Summit today.  We are actively working on a holistic solution for our senior unsecured notes and revolving credit facility that mature in 2022 and we have generated strong interest from numerous banks and bond investors regarding our refinancing solution.  Our goals are to not only extend our 2022 debt maturities, but also to provide a significant amount of additional financial flexibility over the coming years to continue to improve the balance sheet and transform the overall business.  We are very excited about the progress we’ve made on the refinancing efforts to date and look forward to providing additional details ahead of our next scheduled earnings call.”

“We achieved several key milestones on the Double E project during the first quarter, including closing $175 million of non-recourse senior secured credit facilities and commencing construction activities, which were both critical steps towards remaining on schedule.  Our wholly owned, unrestricted subsidiary, Summit Permian Transmission, LLC, utilized the credit facilities to fund all of Summit’s $4.6 million investment in Double E in the first quarter, and we expect that these credit facilities will fund the vast majority of Summit’s remaining Double E capital commitment.  All of the pipeline and rights-of-way have been procured and pipeline construction is underway.  We continue to expect that Double E will be completed at or below the current $425 million cost estimate (8/8ths), of which, approximately $35 million remains in unidentified project contingency.  We continue to expect Double E to be commissioned in the fourth quarter of 2021.”

“Overall, Summit is off to a strong start to 2021 and I continue to be encouraged by a number of positive market developments that could be a catalyst for increased customer activity on our systems later in the year.  At this point however, we are maintaining our full year 2021 adjusted EBITDA range of $210 million to $230 million for the year.”

First Quarter 2021 Business Highlights

In the first quarter of 2021, SMLP’s average daily natural gas throughput for its operated systems decreased 6.3% to 1,346 MMcf/d, and liquids volumes decreased 8.5% to 65 Mbbl/d, relative to the fourth quarter of 2020.  SMLP’s customers had approximately 29 DUCs in inventory upstream of its systems as of March 31, 2021, with visible line of sight to completions for the majority of these DUCs in the second and third quarters of the year.

Core Focus Areas:

EX 99.1-2

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Legacy Areas:

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

EX 99.1-3

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

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Capital Expenditures

Capital expenditures totaled $2.6 million in the first quarter of 2021, inclusive of maintenance capital expenditures of $0.9 million.  Capital expenditures in the first quarter of 2021 were primarily related to growth projects to connect new pad sites in our Utica Shale segment.

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Capital & Liquidity

As of March 31, 2021, SMLP had $275.9 million of undrawn commitments under its $1.1 billion revolving credit facility, after accounting for $22.1 million of issued, but undrawn letters of credit.  Subject to covenant limits, our available

EX 99.1-4

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borrowing capacity at March 31, 2021 totaled approximately $115.0 million.  SMLP also had $16.2 million of unrestricted cash on hand as of March 31, 2021.

Based upon the terms of SMLP’s revolving credit facility, and total outstanding debt, net of cash, of $1.28 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 March 31, 2021, were 5.0 to 1.0 and 3.1 to 1.0, respectively, relative to maximum threshold limits of 5.75 to 1.0 and 3.50 to 1.0.

Double E Update

On March 8, 2021, SMLP’s wholly-owned, unrestricted subsidiary, Summit Permian Transmission, LLC, closed on $175 million of commercial bank credit facilities, which it utilized to fund cash investments of $4.6 million in the first quarter of 2021, to finance the development of its 70% equity investment in the Double E pipeline project.  These credit facilities are non-recourse to SMLP and are expected to fund the vast majority of SMLP’s remaining investment in Double E.  SMLP’s 70% share of the total expected Double E capital costs continues to be approximately $300 million, of which approximately $136 million had been funded from inception of the project through March 31, 2021.  Construction activities on Double E commenced in the first quarter of 2021 and the project continues to progress on schedule, with an estimated in-service date of the fourth quarter of 2021.

MVC Shortfall Payments

SMLP billed its customers $11.4 million in the first quarter of 2021 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 first quarter of 2021, SMLP recognized $13.5 million of gathering revenue associated with MVC shortfall payments.  SMLP had no adjustments to MVC shortfall payments in the first quarter of 2021 related to shortfall payment adjustments.  SMLP’s MVC shortfall payment mechanisms contributed $13.5 million of total adjusted EBITDA in the first quarter of 2021.

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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 March 31, 2021.  Unpaid distributions on the Series A preferred units will continue to accrue.

First Quarter 2021 Earnings Call Information

SMLP will host a conference call at 10:00 a.m. Eastern on Friday, May 7, 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 50148779.  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.

EX 99.1-5

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Upcoming Investor Conference

Members of SMLP’s senior management team will virtually attend the 2021 EIC Investor Conference: Connecting the Energy Value Chain on May 19, 2021.  Presentation materials associated with this event will be accessible through the Investors section of SMLP’s website at www.summitmidstream.com in advance of the conference.

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:

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:

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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-oriented limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in the continental United States.  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 2020 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2021, 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 99.1-7

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SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

EX 99.1-8

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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 March 31, 2021, the amount includes $0.7 million of restructuring expenses and $0.2 million of severance expenses. For the three months ended March 31, 2020, the amount includes $2.8 million of restructuring expenses.

EX 99.1-9

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

EX 99.1-10

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SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES

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(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) Represents items of income or loss that we characterize as unrepresentative of our ongoing operations. For the three months ended March 31, 2021, the amount includes $1.5 million loss related to the change in the fair value of our derivatives, $0.7 million of restructuring expenses and $0.2 million of severance expenses. For the three months ended March 31, 2020, the amount represents restructuring expenses.

(6) Senior notes interest adjustment represents the net of interest expense accrued and paid during the period. Interest on the 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 5.75% senior notes is paid in cash semi-annually in arrears on April 15 and October 15 until maturity in April 2025.

(7) 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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SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES

UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES

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(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 three months ended March 31, 2021, the amount includes $1.5 million loss related to the change in the fair value of our derivatives, $0.7 million of restructuring expenses and $0.2 million of severance expenses. For the three months ended March 31, 2020, the amount represents restructuring expenses.

(5) Senior notes interest adjustment represents the net of interest expense accrued and paid during the period. Interest on the 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 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, Sr. Director, Corporate Development & Finance, 832-930-7512, ir@summitmidstream.com

SOURCE: Summit Midstream Partners, LP

EX 99.1-12