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): February 24, 2023
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Securities registered pursuant to Section 12(b) of the Securities Act:
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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. o
Item 2.02 Results of Operations and Financial Condition.
On February 24, 2023 , 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, 2022. 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, distributable cash flow and free 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, income tax benefit, income (loss) from equity method investees and other noncash income or gains. We define Distributable Cash Flow as adjusted EBITDA, as defined above, less cash interest paid, cash paid for taxes, net interest expense accrued and paid on the senior notes, and maintenance capital expenditures. We define free cash flow as distributable cash flow attributable to common and preferred unitholders less growth capital expenditures, less investments in equity method investees, less distributions to common and preferred unitholders. Free cash flow excludes proceeds from asset sales and cash consideration paid for acquisitions.
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 | |||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
1
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: | /s/ William J. Mault | ||||||||||
| William J. Mault, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
2
EXHIBIT 99.1
 | Summit Midstream Partners, LP 910 Louisiana Street, Suite 4200 Houston, TX 77002 | ||||
Summit Midstream Partners, LP Reports Fourth Quarter and Full Year 2022
Financial and Operating Results & Provides Full Year 2023 Guidance
Houston, Texas (February 24, 2023) – Summit Midstream Partners, LP (NYSE: SMLP) (“Summit”, “SMLP” or the “Partnership”) announced today its financial and operating results for fourth quarter and full-year 2022 and provided full-year 2023 financial guidance.
Highlights
•Generated fourth quarter 2022 net loss of $23.9 million, adjusted EBITDA of $50.3 million, cash flow available for distributions ("Distributable Cash Flow" or "DCF") of $20.2 million and free cash flow (“FCF”) of $11.8 million
◦Fourth quarter 2022 results include $4 million of severe weather outages and unusual expenses
•Generated adjusted EBITDA of $212.3 million and FCF of $73.5 million in 2022, exceeding the mid-point of our original guidance range
•Executed four highly strategic, value- and credit-enhancing acquisitions and divestitures, most recently closing on the DJ Basin acquisitions on December 1, 2022
•Provided 2023 adjusted EBITDA guidance of $290 million to $320 million, representing approximately 40%(1) year-over-year expected growth
◦Expect to de-lever the balance sheet towards an approximately 4.35x leverage ratio by year end (1)
Management Commentary
Heath Deneke, President, Chief Executive Officer and Chairman, commented, “Summit delivered solid financial and operating results in 2022, and we made outstanding progress executing our corporate strategy to high-grade our portfolio of assets and increase our scale in a balance sheet enhancing manner. We exceeded the mid-point of our Adjusted EBITDA guidance range for the year, despite incurring approximately $4 million of weather-related and unusual expenses in the fourth quarter. During the year, we sold our Lane Gathering and Processing System and Bison Gas System for more than a 15x combined EBITDA multiple and reinvested those proceeds in the fourth quarter to build a strong franchise position in the DJ Basin with the acquisition of the Outrigger DJ and Sterling systems. The Outrigger DJ and Sterling systems have been successfully integrated with our Hereford operations and both Summit and our DJ customers are already realizing the benefits of operating a combined super-system in the basin. We estimate a full quarter’s contribution from the DJ Acquisitions would have increased Adjusted EBITDA by approximately $8 million in the fourth quarter 2022. We have also maintained strong momentum across our operating footprint heading into 2023 with 12 customer rigs running behind our systems and more than 235 DUCs accumulated to date.”
“For 2023, we are setting an adjusted EBITDA guidance range of $290 million to $320 million with total growth and maintenance capital expenditures of $45 million to $65 million. After normalizing for acquisitions and divestitures in 2022, the midpoint of our guidance range reflects approximately 15% year-over-year growth in adjusted EBITDA and a resumption of drilling and completion activity that is much more in line with our longer-term expectations for our business. We expect to continue to de-lever the balance sheet towards an approximate 4.35x leverage ratio by year end1. We also remain very optimistic about our opportunity set to further execute on strategic and credit-accretive acquisitions and divestitures, commercializing Double E, and capturing new commercial opportunities in the DJ and other core basins that will take advantage of the capacity behind our operating systems.”
(1) Based on the midpoint of the $290 million to $320 million adjusted EBITDA guidance range.
1
EXHIBIT 99.1
Fourth Quarter 2022 Business Highlights
SMLP’s average daily natural gas throughput for its wholly owned operated systems decreased by 29 MMcf/d to 1,148 MMcf/d, and liquids volumes decreased by 2 Mbbl/d to 64 Mbbl/d, relative to the third quarter of 2022. The decline in natural gas volumes was due to the Bison Midstream divestiture in September 2022, which contributed 12 MMcf/d in the third quarter of 2022. OGC natural gas throughput decreased from 783 MMcf/d to 754 MMcf/d and generated $8.2 million of adjusted EBITDA net to SMLP for the fourth quarter of 2022. Double E Pipeline gross volumes transported declined by 25 MMcf/d to 289 MMcf/d and generated $3.4 million of adjusted EBITDA net to SMLP for the fourth quarter of 2022. Additionally, we incurred approximately $3 million of unusual compensation related expenses during the fourth quarter.
Natural gas-price driven segments:
•Natural gas price-driven segments had combined quarterly segment adjusted EBITDA of $41.0 million and combined capital expenditures of $3.1 million in the fourth quarter of 2022.
•Northeast segment adjusted EBITDA of $19.1 million decreased by $0.3 million from the third quarter of 2022, primarily due to a 6.0% decline in volume on our wholly owned systems, partially offset by a $0.5 million increase in proportional EBITDA from our OGC joint venture. The increase in proportional EBITDA was due to favorable margin mix and lower operating expenses, partially offset by a 3.7% decline in volume. Six new wells were brought online behind the TPL-7 connection of our wholly owned SMU system in November 2022 and eight new wells were connected behind our OGC joint venture during the quarter. There are currently four rigs running, including two rigs behind on our wholly owned SMU system, and more than 40 DUCs behind the OGC, SMU and MTN systems.
•Piceance segment adjusted EBITDA of $14.7 million increased by $0.4 million from the third quarter of 2022, primarily due to a $0.7 million decrease in operating expenses, partially offset by 3.3% of natural production declines from the prior quarter. There is currently one rig running and 17 wells that started coming online in late February 2023.
•Barnett segment adjusted EBITDA of $7.2 million decreased by $0.6 million relative to the third quarter of 2022, primarily due to a $0.3 million decrease in retainage natural gas sales and $0.7 million increase in direct operating expenses. Volume throughput on the system increased by 3.9% due to 8 wells connected to the system during the second half of 2022. There are currently three rigs running and 13 DUCs behind the system.
Oil price-driven segments
•Oil price-driven segments generated $18.0 million of combined segment adjusted EBITDA in the fourth quarter of 2022 and had combined capital expenditures of $6.8 million.
•Permian segment adjusted EBITDA of $4.2 million decreased by $0.7 million from the third quarter of 2022, primarily due to a 7.9% decline in Double E gross volume throughput from the prior quarter due to unfavorable natural gas prices at Waha.
•Rockies segment adjusted EBITDA of $13.8 million decreased $0.4 million relative to the third quarter of 2022, primarily due to weather-related interruptions during December and the sale of Bison in September 2022, partially offset by the addition of the Outrigger DJ and Sterling assets that closed in December 2022. We estimate the winter storm negatively impacted gross margin by approximately $1.0 million during the quarter. In addition, there were several completions that were delayed during the quarter, with 19 crude oil wells connected late in the fourth quarter, relative to our previous expectation of 40 wells connected during the quarter. Crude oil volumes were flat, while produced water volumes declined 9.3% relative to the third quarter. There are currently two rigs running and more than 150 DUCs behind the systems.
2
EXHIBIT 99.1
The following table presents average daily throughput by reportable segment for the periods indicated:
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Average daily throughput (MMcf/d): | |||||||||||||||||||||||
Northeast (1) | 599 | 710 | 652 | 765 | |||||||||||||||||||
| Rockies | 42 | 34 | 33 | 35 | |||||||||||||||||||
Permian (1) | — | 24 | 14 | 26 | |||||||||||||||||||
| Piceance | 295 | 317 | 306 | 326 | |||||||||||||||||||
| Barnett | 212 | 222 | 203 | 204 | |||||||||||||||||||
| Aggregate average daily throughput | 1,148 | 1,307 | 1,208 | 1,356 | |||||||||||||||||||
| Average daily throughput (Mbbl/d): | |||||||||||||||||||||||
| Rockies | 64 | 62 | 62 | 63 | |||||||||||||||||||
| Aggregate average daily throughput | 64 | 62 | 62 | 63 | |||||||||||||||||||
Ohio Gathering average daily throughput (MMcf/d) (2) | 754 | 530 | 674 | 526 | |||||||||||||||||||
Double E average daily throughput (MMcf/d) (3) | 289 | 58 | 277 | 15 | |||||||||||||||||||
__________
(1)Exclusive of Ohio Gathering and Double E due to equity method accounting.
(2)Gross basis, represents 100% of volume throughput for Ohio Gathering, subject to a one-month lag.
(3)Gross basis, represents 100% of volume throughput for Double E.
The following table presents adjusted EBITDA by reportable segment for the periods indicated:
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||||||||
Reportable segment adjusted EBITDA (1): | |||||||||||||||||||||||
Northeast (2) | $ | 19,057 | $ | 19,013 | $ | 77,046 | $ | 83,287 | |||||||||||||||
| Rockies | 13,819 | 14,911 | 57,810 | 64,517 | |||||||||||||||||||
Permian (3) | 4,203 | 2,600 | 18,051 | 6,614 | |||||||||||||||||||
| Piceance | 14,688 | 15,865 | 60,055 | 76,131 | |||||||||||||||||||
| Barnett | 7,227 | 10,187 | 31,624 | 36,729 | |||||||||||||||||||
| Total | $ | 58,994 | $ | 62,576 | $ | 244,586 | $ | 267,278 | |||||||||||||||
Less: Corporate and Other (4) | 8,666 | 7,870 | 32,296 | 28,855 | |||||||||||||||||||
| Adjusted EBITDA | $ | 50,328 | $ | 54,706 | $ | 212,290 | $ | 238,423 | |||||||||||||||
__________
(1)We define segment adjusted EBITDA as total revenues less total costs and expenses, plus (i) other 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)Includes 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 during the respective period.
(3)Includes our proportional share of adjusted EBITDA for Double E. We define proportional adjusted EBITDA for our equity method investees as the product of total revenues less total expenses, excluding impairments and other noncash income or expense items; multiplied by our ownership interest during the respective period.
3
EXHIBIT 99.1
(4)Corporate and Other represents those results that are not specifically attributable to a reportable segment 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 $10.6 million in the fourth quarter of 2022 and $31.5 million for calendar year 2022, inclusive of maintenance capital expenditures of $3.8 million and $11.0 million, respectively. Capital expenditures in the fourth quarter of 2022 were primarily related to growth projects to connect new pad sites in our Northeast and Rockies segments.
| Year Ended December 31, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| (In thousands) | ||||||||||||||
Cash paid for capital expenditures (1): | ||||||||||||||
| Northeast | $ | 8,743 | $ | 11,237 | ||||||||||
| Rockies | 12,968 | 9,875 | ||||||||||||
| Permian | 1,407 | 2,042 | ||||||||||||
| Piceance | 6,116 | 579 | ||||||||||||
| Barnett | 366 | 766 | ||||||||||||
| Total reportable segment capital expenditures | $ | 29,600 | $ | 24,499 | ||||||||||
| Corporate and Other | 1,937 | 531 | ||||||||||||
| Total cash paid for capital expenditures | $ | 31,537 | $ | 25,030 | ||||||||||
__________
(1)Excludes cash paid for capital expenditures by Ohio Gathering and Double E due to equity method accounting.
2023 Guidance
SMLP is releasing guidance for 2023, which is summarized in the table below. These projections are subject to risks and uncertainties as described in the "Forward-Looking Statements" section at the end of this release.
Our guidance range is anchored by recent drilling and completion schedules provided by our customers and is reflective of the current commodity price environment. We have taken a consistent approach to our 2023 guidance range that we did with our 2022 guidance range. If our producer customers hit their production targets and timing of planned well connects, we would expect to be near the high end of our 2023 guidance range. The midpoint of our guidance range reflects a conservative, yet appropriate, level of risking to the most recent drill schedules and volume forecasts provided by our customers. The low end of our guidance range reflects additional delays to customer drilling and completion schedules and planned well connects.
We expect approximately 295 to 365 well connections in 2023, which is in line with pre-COVID levels and Summit’s expectations for activity levels in a normalized commodity price environment. Of the expected well connections in 2023, approximately 15% are dry-gas oriented wells, approximately 35% are liquids-rich gas-oriented wells and approximately 50% are crude-oil oriented wells. Customers are currently running 12 rigs behind our systems, with more than 235 DUCs, providing line of sight to the 2023 estimated well connections and associated volume growth.
We expect our wholly owned natural gas gathering system throughput to range from 1,340 MMcf/d to 1,430 MMcf/d, representing approximately 15% growth at the mid-point of the guidance range relative to 2022, with growth expected behind each of our systems. OGC gross volume throughput is expected to range from 775 MMcf/d to 825 MMcf/d, as compared to 674 MMcf/d in 2022 and 754 MMcf/d in the fourth quarter 2022, representing approximately 19% year-over-year growth at the mid-point of the guidance range. Double E volume throughput is expected to be approximately 325 MMcf/d, relative to existing take-or-pay contracts of 810 MMcf/d, and contractually increasing to 985 MMcf/d beginning in November 2023. Liquids volumes are expected to range from 85 Mbbl/d to 95 Mbbl/d, primarily due to 70 to 80 new well connections expected during the year, including 7 new well connections from a key customer to whom we provide both crude oil and produced water gathering services.
Adjusted EBITDA is expected to range from $290 million to $320 million, representing more than 40% year-over-year growth. Our 2023 capital expenditure guidance of $45 million to $65 million, excluding Double E, includes capital reimbursements related to specific development projects with certain customers. Our full year 2023 growth capex guidance range is expected to be directed mostly towards new pad connections in the Rockies segment and includes approximately $10 million to $15 million of one-time integration and optimization projects behind the Rockies segment. Included in this range is approximately $10 million to $15 million of maintenance capex.
4
EXHIBIT 99.1
| ($ in millions) | 2023 Guidance Range | |||||||||||||||||||
| Low | High | |||||||||||||||||||
| Well Connections | ||||||||||||||||||||
| Northeast (includes OGC) | 75 | 85 | ||||||||||||||||||
| Piceance | 55 | 70 | ||||||||||||||||||
| Barnett | 25 | 30 | ||||||||||||||||||
| Rockies | 140 | 180 | ||||||||||||||||||
| Total | 295 | 365 | ||||||||||||||||||
| Natural Gas Throughput (MMcf/d) | ||||||||||||||||||||
| Northeast (excludes OGC) | 685 | 735 | ||||||||||||||||||
| Piceance | 305 | 320 | ||||||||||||||||||
| Barnett | 225 | 240 | ||||||||||||||||||
| Rockies | 125 | 135 | ||||||||||||||||||
| Total | 1,340 | 1,430 | ||||||||||||||||||
| Rockies Liquids Throughput (Mbbl/d) | 85 | 95 | ||||||||||||||||||
| OGC Natural Gas Throughput (MMcf/d, gross) | 775 | 825 | ||||||||||||||||||
| Double E Natural Gas Throughput (MMcf/d, gross) | 325 | 325 | ||||||||||||||||||
| Adjusted EBITDA | ||||||||||||||||||||
| Northeast | $95 | $105 | ||||||||||||||||||
| Piceance | 60 | 65 | ||||||||||||||||||
| Barnett | 35 | 40 | ||||||||||||||||||
| Permian | 25 | 25 | ||||||||||||||||||
| Rockies | 105 | 115 | ||||||||||||||||||
| Unallocated G&A, Other | (30) | (30) | ||||||||||||||||||
| Total | $290 | $320 | ||||||||||||||||||
| Capital Expenditures | ||||||||||||||||||||
| Growth | $35 | $50 | ||||||||||||||||||
| Maintenance | $10 | $15 | ||||||||||||||||||
| Total | $45 | $65 | ||||||||||||||||||
| Investment in Double E equity method investee | $5 | $5 | ||||||||||||||||||
Capital & Liquidity
As of December 31, 2022, SMLP had $11.8 million in unrestricted cash-on-hand and $330 million drawn under its $400 million ABL Revolver and $64.1 million of borrowing availability, after accounting for $5.9 million of issued, but undrawn, letters of credit. As of December 31, 2022, SMLP's gross availability based on the borrowing base calculation in the credit agreement was $561 million, which is $161 million greater than the $400 million of lender commitments to the ABL Revolver. As of December 31, 2022 SMLP was in compliance with all financial covenants, including interest coverage of 2.52x relative to a minimum interest coverage covenant of 2.0x and first lien leverage ratio of 1.31x relative to a maximum first lien leverage ratio of 2.5x. As of December 31, 2022, SMLP reported a total leverage ratio of approximately 5.5x.
As of December 31, 2022, the Permian Transmission Credit Facility balance was $155.4 million, a reduction of $4.6 million relative to the December 31, 2021 balance of $160.0 million due to scheduled mandatory amortization. The Permian Transmission Term Loan remains non-recourse to SMLP.
5
EXHIBIT 99.1
MVC Shortfall Payments
SMLP billed its customers $16.9 million in the fourth quarter of 2022 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 2022, SMLP recognized $10.2 million of gathering revenue associated with MVC shortfall payments. SMLP had no adjustments to MVC shortfall payments in the fourth quarter of 2022. SMLP’s MVC shortfall payment mechanisms contributed $10.2 million of total adjusted EBITDA in the fourth quarter of 2022 and $40.5 million of total adjusted EBITDA for full year 2022.
| Three Months Ended December 31, 2022 | |||||||||||||||||||||||
| 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 | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| Total net change | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
| MVC shortfall payment adjustments: | |||||||||||||||||||||||
| Rockies | $ | 8,983 | $ | 2,246 | $ | — | $ | 2,246 | |||||||||||||||
| Piceance | 6,279 | 6,279 | — | 6,279 | |||||||||||||||||||
| Northeast | 1,678 | 1,678 | — | 1,678 | |||||||||||||||||||
| Total MVC shortfall payment adjustments | $ | 16,940 | $ | 10,203 | $ | — | $ | 10,203 | |||||||||||||||
Total (1) | $ | 16,940 | $ | 10,203 | $ | — | $ | 10,203 | |||||||||||||||
__________
(1)Exclusive of Ohio Gathering and Double E due to equity method accounting.
| Year Ended December 31, 2022 | |||||||||||||||||||||||
| 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 | $ | 288 | $ | 288 | $ | — | $ | 288 | |||||||||||||||
| Total net change | $ | 288 | $ | 288 | $ | — | $ | 288 | |||||||||||||||
| MVC shortfall payment adjustments: | |||||||||||||||||||||||
| Rockies | $ | 8,983 | $ | 8,983 | $ | — | $ | 8,983 | |||||||||||||||
| Piceance | 24,872 | 24,872 | — | 24,872 | |||||||||||||||||||
| Northeast | 6,352 | 6,352 | — | 6,352 | |||||||||||||||||||
| Total MVC shortfall payment adjustments | $ | 40,207 | $ | 40,207 | $ | — | $ | 40,207 | |||||||||||||||
Total (1) | $ | 40,495 | $ | 40,495 | $ | — | $ | 40,495 | |||||||||||||||
__________
(1)Exclusive of Ohio Gathering and Double E due to equity method accounting.
6
EXHIBIT 99.1
Quarterly Distribution
The board of directors of SMLP’s general partner continued to suspend cash distributions payable on its common units and on its Series A fixed-to-floating rate cumulative redeemable perpetual preferred units (the "Series A Preferred Units") for the period ended December 31, 2022. Unpaid distributions on the Series A Preferred Units will continue to accumulate.
Fourth Quarter 2022 Earnings Call Information
SMLP will host a conference call at 10:00 a.m. Eastern on February 24, 2023, to discuss its quarterly and full year operating and financial results. The call can be accessed via teleconference at: Q4 2022 Summit Midstream Partners LP Earnings Conference Call (https://register.vevent.com/register/BI6d60dfbe2c6a46da9b6ba9a9ba2ba174). Once registration is completed, participants will receive a dial-in number along with a personalized PIN to access the call. While not required, it is recommended that participants join 10 minutes prior to the event start. 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, Distributable Cash Flow, and Free Cash Flow, non-GAAP financial measures.
Adjusted EBITDA
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, 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 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
7
EXHIBIT 99.1
•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.
Distributable Cash Flow
We define Distributable Cash Flow as adjusted EBITDA, as defined above, less cash interest paid, cash paid for taxes, net interest expense accrued and paid on the senior notes, and maintenance capital expenditures.
Free Cash Flow
We define free cash flow as distributable cash flow attributable to common and preferred unitholders less growth capital expenditures, less investments in equity method investees, less distributions to common and preferred unitholders. Free cash flow excludes proceeds from asset sales and cash consideration paid for acquisitions.
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 five 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 Fort Worth Basin, which includes the Barnett Shale formation in Texas; and (v) the Piceance Basin, which includes the Mesaverde formation as well as the Mancos and Niobrara shale formations in Colorado. SMLP has an equity method investment in Double E Pipeline, LLC, which provides interstate natural gas 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 method 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”, including the estimated closing date of the acquisitions, sources and uses of funding, the benefits of the acquisitions to us and any related opportunities. 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 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022, 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.
8
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2022 | December 31, 2021 | ||||||||||
| (In thousands) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | 11,808 | $ | 7,349 | |||||||
| Restricted cash | 1,723 | 12,223 | |||||||||
| Accounts receivable | 75,287 | 62,121 | |||||||||
| Other current assets | 8,724 | 5,676 | |||||||||
| Total current assets | 97,542 | 87,369 | |||||||||
| Property, plant and equipment, net | 1,718,754 | 1,726,082 | |||||||||
| Intangible assets, net | 198,718 | 172,927 | |||||||||
| Investment in equity method investees | 506,677 | 523,196 | |||||||||
| Other noncurrent assets | 38,273 | 12,888 | |||||||||
| TOTAL ASSETS | $ | 2,559,964 | $ | 2,522,462 | |||||||
| LIABILITIES AND CAPITAL | |||||||||||
| Trade accounts payable | $ | 14,052 | $ | 10,498 | |||||||
| Accrued expenses | 20,601 | 14,462 | |||||||||
| Deferred revenue | 9,054 | 10,374 | |||||||||
| Ad valorem taxes payable | 10,245 | 8,570 | |||||||||
| Accrued compensation and employee benefits | 16,319 | 11,019 | |||||||||
| Accrued interest | 17,355 | 12,737 | |||||||||
| Accrued environmental remediation | 1,365 | 3,068 | |||||||||
| Accrued settlement payable | 6,667 | 4,833 | |||||||||
| Current portion of long-term debt | 10,507 | — | |||||||||
| Other current liabilities | 11,724 | 3,676 | |||||||||
| Total current liabilities | 117,889 | 79,237 | |||||||||
| Long-term debt, net | 1,479,855 | 1,355,072 | |||||||||
| Noncurrent deferred revenue | 37,694 | 42,570 | |||||||||
| Noncurrent accrued environmental remediation | 2,340 | 2,538 | |||||||||
| Other noncurrent liabilities | 38,784 | 32,357 | |||||||||
| Total liabilities | 1,676,562 | 1,511,774 | |||||||||
Commitments and contingencies | |||||||||||
| Mezzanine Capital | |||||||||||
| Subsidiary Series A Preferred Units | 118,584 | 106,325 | |||||||||
| Partners' Capital | |||||||||||
| Series A Preferred Units | 85,327 | 169,769 | |||||||||
| Common limited partner capital | 679,491 | 734,594 | |||||||||
Total partners' capital | 764,818 | 904,363 | |||||||||
TOTAL LIABILITIES AND CAPITAL | $ | 2,559,964 | $ | 2,522,462 | |||||||
9
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (In thousands, except per-unit amounts) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Gathering services and related fees | $ | 60,893 | $ | 66,201 | $ | 248,358 | $ | 281,705 | |||||||||||||||
| Natural gas, NGLs and condensate sales | 18,861 | 23,467 | 86,225 | 82,768 | |||||||||||||||||||
| Other revenues | 5,969 | 9,546 | 35,011 | 36,145 | |||||||||||||||||||
| Total revenues | 85,723 | 99,214 | 369,594 | 400,618 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of natural gas and NGLs | 12,664 | 23,795 | 76,826 | 81,969 | |||||||||||||||||||
| Operation and maintenance | 22,936 | 19,297 | 84,152 | 74,178 | |||||||||||||||||||
General and administrative (1) | 12,960 | 9,752 | 44,943 | 58,166 | |||||||||||||||||||
| Depreciation and amortization | 29,658 | 31,210 | 119,055 | 119,076 | |||||||||||||||||||
| Transaction costs | 5,218 | 401 | 6,968 | 1,677 | |||||||||||||||||||
| Gain on asset sales, net | (98) | (17) | (507) | (369) | |||||||||||||||||||
| Long-lived asset impairment | — | 8,378 | 91,644 | 10,151 | |||||||||||||||||||
| Total costs and expenses | 83,338 | 92,816 | 423,081 | 344,848 | |||||||||||||||||||
| Other income (expense), net | — | 919 | (4) | (613) | |||||||||||||||||||
| Gain (loss) on interest rate swaps | (77) | — | 16,414 | — | |||||||||||||||||||
| Loss on sale of business | (1,656) | — | (1,741) | — | |||||||||||||||||||
| Loss on ECP Warrants | — | — | — | (13,634) | |||||||||||||||||||
| Interest expense | (28,477) | (21,171) | (102,459) | (66,156) | |||||||||||||||||||
| Loss on early extinguishment of debt | — | (3,523) | — | (3,523) | |||||||||||||||||||
| Loss before income taxes and equity method investment income | (27,825) | (17,377) | (141,277) | (28,156) | |||||||||||||||||||
| Income tax (expense) benefit | (18) | (14) | (325) | 327 | |||||||||||||||||||
| Income from equity method investees | 3,979 | 1,186 | 18,141 | 7,880 | |||||||||||||||||||
| Net loss | $ | (23,864) | $ | (16,205) | $ | (123,461) | $ | (19,949) | |||||||||||||||
| Net loss per limited partner unit: | |||||||||||||||||||||||
| Common unit – basic | $ | (3.03) | $ | (3.42) | $ | (12.71) | $ | (6.57) | |||||||||||||||
| Common unit – diluted | $ | (3.03) | $ | (3.42) | $ | (12.71) | $ | (6.57) | |||||||||||||||
| Weighted-average limited partner units outstanding: | |||||||||||||||||||||||
| Common units – basic | 10,172 | 7,170 | 10,048 | 6,741 | |||||||||||||||||||
| Common units – diluted | 10,172 | 7,170 | 10,048 | 6,741 | |||||||||||||||||||
__________
(1)For the year ended December 31, 2021, the amount includes a $22.4 million loss related to the Blacktail Release.
10
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED OTHER FINANCIAL AND OPERATING DATA
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Other financial data: | |||||||||||||||||||||||
| Net loss | $ | (23,864) | $ | (16,205) | $ | (123,461) | $ | (19,949) | |||||||||||||||
| Net cash provided by operating activities | 3,004 | 37,368 | 99,809 | 165,099 | |||||||||||||||||||
| Capital expenditures | 10,582 | 13,250 | 31,537 | 25,030 | |||||||||||||||||||
| Contributions to equity method investees | — | 46,590 | 8,444 | 148,699 | |||||||||||||||||||
| Adjusted EBITDA | 50,328 | 54,706 | 212,290 | 238,423 | |||||||||||||||||||
Cash flow available for distributions (1) | $ | 20,245 | $ | 29,924 | $ | 107,390 | $ | 168,288 | |||||||||||||||
| Free Cash Flow | 11,838 | (26,681) | 73,488 | 2,091 | |||||||||||||||||||
Distributions (2) | n/a | n/a | n/a | n/a | |||||||||||||||||||
| Operating data: | |||||||||||||||||||||||
Aggregate average daily throughput – natural gas (MMcf/d) | 1,148 | 1,307 | 1,208 | 1,356 | |||||||||||||||||||
| Aggregate average daily throughput – liquids (Mbbl/d) | 64 | 62 | 62 | 63 | |||||||||||||||||||
Ohio Gathering average daily throughput (MMcf/d) (3) | 754 | 530 | 674 | 526 | |||||||||||||||||||
Double E average daily throughput (MMcf/d) (4) | 289 | 58 | 277 | 15 | |||||||||||||||||||
__________
(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. Excludes distributions paid on the Subsidiary Series A Preferred Units issued at Summit Permian Transmission Holdco, LLC.
(3)Gross basis, represents 100% of volume throughput for Ohio Gathering, subject to a one-month lag.
(4)Gross basis, represents 100% of volume throughput for Double E.
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SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
Reconciliations of net income to adjusted EBITDA and Distributable Cash Flow: | |||||||||||||||||||||||
| Net income (loss) | $ | (23,864) | $ | (16,205) | $ | (123,461) | $ | (19,949) | |||||||||||||||
| Add: | |||||||||||||||||||||||
| Interest expense | 28,477 | 21,171 | 102,459 | 66,156 | |||||||||||||||||||
| Income tax expense (benefit) | 18 | 14 | 325 | (327) | |||||||||||||||||||
Depreciation and amortization (1) | 29,892 | 31,425 | 119,993 | 119,995 | |||||||||||||||||||
Proportional adjusted EBITDA for equity method investees (2) | 11,612 | 8,619 | 45,419 | 29,022 | |||||||||||||||||||
Adjustments related to capital reimbursement activity (3) | (1,218) | (1,552) | (6,041) | (6,571) | |||||||||||||||||||
| Unit-based and noncash compensation | 814 | 861 | 3,778 | 4,744 | |||||||||||||||||||
| Loss on early extinguishment of debt | — | 3,523 | — | 3,523 | |||||||||||||||||||
| Gain on asset sales, net | (98) | (17) | (507) | (369) | |||||||||||||||||||
| Long-lived asset impairment | — | 8,378 | 91,644 | 10,151 | |||||||||||||||||||
Other, net (4) | 8,674 | (325) | (3,178) | 39,928 | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Income from equity method investees | 3,979 | 1,186 | 18,141 | 7,880 | |||||||||||||||||||
| Adjusted EBITDA | $ | 50,328 | $ | 54,706 | $ | 212,290 | $ | 238,423 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Cash interest paid | 43,379 | 17,302 | 89,472 | 57,655 | |||||||||||||||||||
| Cash paid for taxes | — | — | 149 | 191 | |||||||||||||||||||
Senior notes interest adjustment (5) | (17,099) | 4,245 | 4,315 | 4,757 | |||||||||||||||||||
| Maintenance capital expenditures | 3,803 | 3,235 | 10,964 | 7,532 | |||||||||||||||||||
Cash flow available for distributions (6) | $ | 20,245 | $ | 29,924 | $ | 107,390 | $ | 168,288 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Growth capital expenditures | 6,779 | 10,015 | 20,573 | 17,498 | |||||||||||||||||||
| Investment in equity method investee | — | 46,590 | 8,444 | 148,699 | |||||||||||||||||||
| Distributions on Subsidiary Series A Preferred Units | 1,628 | — | 4,885 | — | |||||||||||||||||||
| Free Cash Flow | $ | 11,838 | $ | (26,681) | $ | 73,488 | $ | 2,091 | |||||||||||||||
_________
(1)Includes the amortization expense associated with our favorable gas gathering contracts as reported in other revenues.
(2)Reflects our proportionate share of Double E and Ohio Gathering (subject to a one-month lag) adjusted EBITDA.
(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, 2022, the amount includes $16.4 million of realized and unrealized gains related to the fair value of interest rate swaps, $8.6 million in transaction costs, $2.5 million of severance expenses and $1.7 million of losses related to sale of business. For the year ended December 31, 2021, the amount includes $22.2 million of losses related to the Blacktail Release and a $13.6 million loss related to the ECP Warrants.
(5)Senior notes interest adjustment represents the net of interest expense accrued and paid during the period. Interest on the 2025 senior notes is paid in cash semi-annually in arrears on April 15 and October 15 until maturity in April 2025. Interest on the 2026 senior notes is paid in cash semi-annually in arrears on April 15 and October 15 until maturity in October 2026.
(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.
12
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES
| Year Ended December 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
Reconciliation of net cash provided by operating activities to adjusted EBITDA and distributable cash flow: | |||||||||||||||||||||||
| Net cash provided by operating activities | $ | 99,809 | $ | 165,099 | |||||||||||||||||||
| Add: | |||||||||||||||||||||||
| Interest expense, excluding amortization of debt issuance costs | 93,133 | 59,139 | |||||||||||||||||||||
| Income tax expense (benefit) | 325 | (327) | |||||||||||||||||||||
| Changes in operating assets and liabilities | 12,473 | (5,867) | |||||||||||||||||||||
Proportional adjusted EBITDA for equity method investees (1) | 45,419 | 29,022 | |||||||||||||||||||||
Adjustments related to capital reimbursement activity (2) | (6,041) | (6,571) | |||||||||||||||||||||
Other, net (3) | 11,097 | 25,792 | |||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Distributions from equity method investees | 43,040 | 26,760 | |||||||||||||||||||||
| Noncash lease expense | 885 | 1,104 | |||||||||||||||||||||
| Adjusted EBITDA | $ | 212,290 | $ | 238,423 | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Cash interest paid | 89,472 | 57,655 | |||||||||||||||||||||
| Cash paid for taxes | 149 | 191 | |||||||||||||||||||||
Senior notes interest adjustment (4) | 4,315 | 4,757 | |||||||||||||||||||||
| Maintenance capital expenditures | 10,964 | 7,532 | |||||||||||||||||||||
Cash flow available for distributions (5) | $ | 107,390 | $ | 168,288 | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Growth capital expenditures | 20,573 | 17,498 | |||||||||||||||||||||
| Investment in equity method investee | 8,444 | 148,699 | |||||||||||||||||||||
| Distributions on Subsidiary Series A Preferred Units | 4,885 | — | |||||||||||||||||||||
| Free Cash Flow | $ | 73,488 | $ | 2,091 | |||||||||||||||||||
__________
(1)Reflects our proportionate share of Double E and Ohio Gathering adjusted EBITDA, subject to a one-month lag.
(2)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”).
(3)Represents items of income or loss that we characterize as unrepresentative of our ongoing operations. For the Year ended December 31, 2022, the amount includes $8.6 million in transaction costs and $2.5 million of severance expenses. For the year ended December 31, 2021, the amount includes $22.2 million of losses related to the Blacktail Release.
(4)Senior notes interest adjustment represents the net of interest expense accrued and paid during the period. Interest on the 2025 senior notes is paid in cash semi-annually in arrears on April 15 and October 15 until maturity in April 2025. Interest on the 2026 senior notes is paid in cash semi-annually in arrears on April 15 and October 15 until maturity in October 2026.
(5)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: 832-413-4770, ir@summitmidstream.com
SOURCE: Summit Midstream Partners, LP
13