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 13, 2013
 
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.)	
 
2100 McKinney Avenue
Suite 1250
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
 
Registrants’ telephone number, including area code: (214) 242-1955
 
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:
 
o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.
 
On March 13, 2013, Summit Midstream Partners, LP ("SMLP") announced its results of operations for the quarter and year ended December 31, 2012. A copy of the press release is attached hereto as Exhibit 99.1.
 
The information provided pursuant to this Item 2.02, including Exhibit 99.1, is "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, and shall not be incorporated by reference in any filing made by SMLP under the Exchange Act or the Securities Act of 1933, as amended, except to the extent expressly set forth by specific reference in any such filings.
 
Use of Non-GAAP Financial Measures
 
In addition to reporting financial results in accordance with U.S. generally accepted accounting principles ("GAAP"), SMLP presents certain non-GAAP financial measures. Specifically, SMLP presents EBITDA, adjusted EBITDA, distributable cash flow and adjusted distributable cash flow. We define EBITDA as net income, plus interest expense, income tax expense, and depreciation and amortization expense, less interest income and income tax benefit.  We define adjusted EBITDA as EBITDA plus non-cash compensation expense and adjustments related to MVC shortfall payments.  We define distributable cash flow as adjusted EBITDA plus cash interest income, less cash paid for interest expense and income taxes and maintenance capital expenditures. We define adjusted distributable cash flow as distributable cash flow plus or minus other non-cash or non-recurring expenses or income.
 
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. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating SMLP’s financial performance. Furthermore, management believes that these non-GAAP financial measures may provide users 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 SMLP’s results as reported under GAAP.
 
Reconciliations of GAAP to non-GAAP financial measures are included as attachments to the press release which has been posted in 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 of Summit Midstream Partners, LP, dated as of March 13, 2013	

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)	
 	 	 	
Date: March 14, 2013	 	/s/ Matthew S. Harrison	
 	 	Matthew S. Harrison, Senior Vice President and Chief Financial Officer	

2

 
EXHIBIT INDEX

 	 	 	
Exhibit
 Number	 	Description	
99.1	 	Press release of Summit Midstream Partners, LP, dated as of March 13, 2013	

3

 	 	

 	Summit Midstream Partners, LP
2100 McKinney Avenue; Suite 1250
Dallas, Texas 75201

	

Summit Midstream Partners, LP Reports Fourth Quarter and
Full Year 2012 Financial & Operating Results
Dallas, Texas (March 13, 2013) - Summit Midstream Partners, LP (NYSE: SMLP) today announced financial and operating results for the fourth quarter and full year of 2012.
SMLP reported Adjusted EBITDA of $28.6 million for the fourth quarter of 2012, up 44.4% from $19.8 million in the fourth quarter of 2011 and up 23.8% from $23.1 million in the third quarter of 2012. The fourth quarter of 2012 included three months of financial and operating results from Grand River compared to only two months in the fourth quarter of 2011. Adjusted EBITDA in the fourth quarter of 2012 was higher than the third quarter of 2012 primarily due to higher volume throughput at DFW Midstream, increased revenue from condensate sales at Grand River and $0.8 million of future annual minimum volume commitment (“MVC”) shortfall payments. Adjusted EBITDA in the fourth quarter of 2012 was also higher due to $2.7 million of non-recurring transaction costs and ad valorem tax expense recorded in the third quarter of 2012.
“We are pleased to report strong financial and operating results for the fourth quarter of 2012,” said Steve Newby, President and Chief Executive Officer of SMLP. “Adjusted distributable cash flow of $24.7 million in the fourth quarter of 2012 enabled us to declare a distribution above our minimum quarterly distribution in our first quarter as a public company, while maintaining a 1.21x quarterly distribution coverage ratio. For the fourth quarter of 2012, we distributed $0.41 per unit on all outstanding common and subordinated units, or $1.64 on an annualized basis, which was 2.5% over our minimum quarterly distribution.”
Newby continued, “Our fee-based business model, combined with our contracted and growing MVCs, continue to provide us with cash flow stability and growth. We remain confident that we will achieve our previously communicated 8.0% to 10.0% distribution growth target for 2013, excluding the effect of any potential asset drop downs from the owner of our general partner, Summit Investments. Given its recent acquisition and development activity, Summit Investments maintains a deep inventory of crude oil and natural gas gathering and processing assets to potentially offer SMLP. If this occurs, we would expect distributions at SMLP to increase above our stated guidance.”
Adjusted EBITDA for the full year of 2012 totaled $103.3 million, up 81.9% over the $56.8 million for the full year of 2011, primarily due to volume throughput at DFW Midstream increasing 6.6% to 355 million cubic feet per day (“MMcf/d”) in 2012 from 333 MMcf/d in 2011 and the inclusion of twelve months of Grand River in 2012 versus only two months in 2011.
Volume throughput on the Grand River system averaged 546 MMcf/d in the fourth quarter of 2012 compared to 586 MMcf/d (which included approximately 19 MMcf/d of temporary interruptible volumes) for the two months that we owned Grand River in the fourth quarter of 2011. Volume throughput at Grand River declined in the fourth quarter of 2012 primarily due to (i) lower drilling activity in the second half of 2012 from certain of our customers; (ii) temporary production issues experienced by a customer at several Mamm Creek pad sites; and (iii) the natural decline of previously drilled Mancos/Niobrara wells in the Orchard Field. Grand River volume throughput during the fourth quarter of 2012 consisted of 417 MMcf/d from the Mamm Creek Field, 85 MMcf/d from the South Parachute Field and 44 MMcf/d from the Orchard Field. Given that our Grand River contracts include MVCs that increase (in the aggregate) over the next several years, the lower volume throughput at Grand River during the fourth quarter of 2012 translated into larger MVC shortfall payments and as a result, did not impact cash flow in the fourth quarter of 2012. The Grand River system averaged volume throughput of 575 MMcf/d in 2012.
Volume throughput on the DFW Midstream system averaged 387 MMcf/d in the fourth quarter of 2012 compared to 386 MMcf/d in the fourth quarter of 2011 and 380 MMcf/d in the third quarter of 2012. Volume throughput on the DFW Midstream system increased 1.8% in the fourth quarter of 2012 over the third quarter of 2012 despite no new wells being added. This quarterly growth is primarily the result of our customers increasing available production behind the wellhead and continuing to relax previously implemented production curtailments. In addition, there were four days in the quarter in which the system operated at less than 60% capacity. This downtime was related to the installation of a new 6,000 horsepower compressor unit at the Arlington No. 1

EX 99.1-1

Compressor Station. On a pro forma basis, as adjusted for the four days of downtime, the DFW Midstream system would have averaged 394 MMcf/d, an increase of 3.7% over the third quarter of 2012. For the full year of 2012, the DFW Midstream system reported volume throughput of 355 MMcf/d, up 6.6% over the 333 MMcf/d in 2011. Volume throughput on the DFW Midstream system for the full year of 2012 was negatively impacted due to certain of our customers curtailing production from in-service wells, primarily during the first six months of 2012, in response to historically low natural gas prices.
As of December 31, 2012, the DFW Midstream system was connected to 64 pad sites compared to 58 pad sites connected as of December 31, 2011. Construction is currently underway to connect three additional pad sites which are expected to be complete in the first quarter of 2013 and one pad site that is expected to be complete in the second quarter of 2013. All four of these pad sites contain existing wells that could immediately increase volume throughput. As of December 31, 2012, our DFW Midstream system had an inventory of 37 wells in various stages of drilling or completion.
MVC Shortfall Payments
SMLP billed $7.2 million related to MVC shortfall payments in the fourth quarter of 2012, primarily from our Grand River customers, due to lower actual volume throughput than required by our gas gathering agreements. Approximately $4.8 million of the total MVC shortfall payments was recognized as gathering revenue and the remaining $2.4 million was recognized as deferred revenue. Adjusted EBITDA in the fourth quarter of 2012 included approximately $4.4 million due to the MVC mechanisms included in our gas gathering agreements and included ($0.4) million of adjustments related to MVC shortfall payments.

 	Three Months Ended December 31, 2012	
(In millions)	MVC Billings	 	 	Gathering Revenue	 	Adjustments to MVC Shortfall Payments	 	Net Impact to Adjusted EBITDA (1)	
Net change in deferred revenue - Grand River	$	2.3	
 	 	 	$	—	
 	 	$	2.3	
 	 	$	2.3	
 	
Net change in deferred revenue - DFW	0.1	
 	 	 	—	
 	 	0.1	
 	 	0.1	
 	
MVC shortfall payment adjustment - Grand River	4.8	
 	 	 	4.8	
 	 	(3.6	)	 	1.2	
 	
MVC shortfall payment adjustment - DFW	—	
 	 	 	—	
 	 	0.8	
 	 	0.8	
 	
Total	$	7.2	
 	 	 	$	4.8	
 	 	$	(0.4	)	 	$	4.4	
 	
__________
(1) Reflects the combination of (i) amounts related to gathering revenue and (ii) amounts related to adjustments to MVC shortfall payments.
Capital Expenditures
For the three months ended December 31, 2012, SMLP recorded total capital expenditures of $16.1 million, of which approximately $2.0 million was classified as maintenance capital expenditures. Prior to the fourth quarter of 2012, we did not make a distinction between maintenance and expansion capital expenditures; therefore, maintenance capital expenditures prior to the fourth quarter of 2012 have been estimated.
Development activities during the fourth quarter of 2012 were primarily related to the construction of 13 miles of new gathering pipeline across the DFW Midstream and Grand River systems and the connection of one new pad site on the DFW Midstream system and three new pad sites on the Grand River system. Development activities also included the installation of custody transfer meters and the continued build-out of new medium-pressure pipeline infrastructure on the Grand River system. During the fourth quarter of 2012, SMLP commenced construction activities to connect three new pad sites on the DFW Midstream system, which are expected to be complete in the first quarter of 2013. SMLP also completed the installation of a new 6,000 horsepower electric-drive compressor unit on the DFW Midstream system during the fourth quarter of 2012; in January 2013, the unit was fully commissioned and increased system capacity from 410 MMcf/d to 450 MMcf/d.

EX 99.1-2

Capital & Liquidity
SMLP had total liquidity (cash plus available capacity under its revolving credit facility) of $358.7 million as of December 31, 2012. Upon completing the initial public offering (“IPO”) of its common units on October 3, 2012, SMLP repaid $140.0 million of outstanding debt under its $550.0 million revolving credit facility. As of December 31, 2012, based upon the terms of SMLP's revolving credit facility and total outstanding debt of $199.2 million, total leverage (net debt divided by EBITDA) was approximately 1.8:1.
Quarterly Distribution
On January 23, 2013, the Board of Directors of SMLP's general partner declared a quarterly cash distribution of $0.41 per unit on all outstanding common and subordinated units for the fourth quarter of 2012. The distribution was paid on February 14, 2013 to unitholders of record as of the close of business on February 7, 2013. This was SMLP's first quarterly distribution since completing its IPO and was 2.5% over SMLP's minimum quarterly distribution.
2013 Guidance Reiterated
SMLP reiterated its Adjusted EBITDA guidance for fiscal year 2013 of $110.0 million to $120.0 million. SMLP believes that its attainment of this target should facilitate distribution growth to limited partners of 8.0% to 10.0% in 2013.
Fourth Quarter 2012 Earnings Call Information
SMLP will host a conference call at 11:30 a.m. Eastern on Thursday, March 14, 2013 to discuss its quarterly financial and operating results. Interested parties may participate in the call by dialing 847-413-3362 or toll-free 800-446-1671 and entering the passcode 34267638. The conference call will also be webcast live and can be accessed through the Investors section of SMLP's website at  www.summitmidstream.com .
A replay of the conference call will be available until March 28, 2013 at 11:59 p.m. Eastern, and can be accessed by dialing 888-843-7419 and entering the replay passcode 34267638#. An archive of the conference call will also be available on SMLP's website.
Use of Non-GAAP Financial Measures
We report financial results in accordance with U.S. generally accepted accounting principles (GAAP). We also present EBITDA, Adjusted EBITDA and distributable cash flow and adjusted distributable cash flow. We define EBITDA as net income, plus interest expense, income tax expense, and depreciation and amortization expense, less interest income and income tax benefit. We define Adjusted EBITDA as EBITDA plus non-cash compensation expense and adjustments related to MVC shortfall payments. We define distributable cash flow as Adjusted EBITDA plus cash interest income, less cash paid for interest expense and income taxes and maintenance capital expenditures. We define adjusted distributable cash flow as distributable cash flow plus or minus other non-cash or non-recurring expenses or income. Our definitions of these non-GAAP financial measures may differ from the definitions of similar measures used by other companies. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating our financial performance. Furthermore, management believes that these non-GAAP financial measures may provide users 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 our results as reported under GAAP. Reconciliations of GAAP to non-GAAP financial measures are attached to this release.
About Summit Midstream Partners, LP
SMLP is a growth-oriented limited partnership focused on owning and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in North America. SMLP currently provides fee-based natural gas gathering and compression services in two unconventional resource basins: (i) the Piceance Basin, which includes the Mesaverde formation as well as the Mancos and Niobrara shale formations in western Colorado; and (ii) the Fort Worth Basin, which

EX 99.1-3

includes the Barnett Shale formation in north-central Texas. SMLP owns and operates approximately 399 miles of pipeline and 147,600 horsepower of compression. SMLP is headquartered in Dallas, TX with offices in Houston, TX, Denver, CO and Atlanta, GA.
Summit Midstream Partners, LLC (“Summit Investments”) owns a 69.1% limited partner interest in SMLP and owns and controls the general partner of SMLP, Summit Midstream GP, LLC, which has sole responsibility for conducting the business and managing the operations of SMLP. Summit Investments is a privately held company owned by members of management, funds controlled by Energy Capital Partners II, LLC, and GE Energy Financial Services, Inc. and certain of its affiliates.
SMLP completed its IPO on October 3, 2012 to become a publicly traded entity. References to the “Company”, “we” or “our,” when used for dates or periods ended on or after the IPO, refer collectively to SMLP and its subsidiaries. References to the “Company”, “we” or “our,” when used for dates or periods ended prior to the closing of the IPO, refer collectively to Summit Investments and its subsidiaries.
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 contain known and unknown risks and uncertainties (many of which are difficult to predict and beyond management's control) that may cause our actual results in future periods to differ materially from anticipated or projected results. An extensive list of specific material risks and uncertainties affecting us is contained in our Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission (“SEC”) on September 28, 2012 and other documents and reports filed from time to time with the SEC. 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 99.1-4

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

 	December 31,	
 	2012	 	2011	
 	(Dollars in thousands)	
Assets	 	 	 	
Current assets:	 	 	 	
Cash and cash equivalents	$	7,895	
 	 	$	15,462	
 	
Accounts receivable	33,504	
 	 	27,476	
 	
Receivable from affiliate	774	
 	 	—	
 	
Other assets	2,190	
 	 	1,966	
 	
Total current assets	44,363	
 	 	44,904	
 	
Property, plant and equipment, net	681,993	
 	 	638,190	
 	
Intangible assets, net	 	 	 	
Favorable gas gathering contract	19,958	
 	 	21,673	
 	
Contract intangibles	229,596	
 	 	242,238	
 	
Rights-of-way	35,986	
 	 	32,802	
 	
Total intangible assets, net	285,540	
 	 	296,713	
 	
Goodwill	45,478	
 	 	45,478	
 	
Other noncurrent assets	6,137	
 	 	4,979	
 	
Total assets	$	1,063,511	
 	 	$	1,030,264	

Liabilities and Partners' Capital and Membership Interests	 	 	 	
Current liabilities:	 	 	 	
Trade accounts payable	$	15,817	
 	 	$	21,485	
 	
Deferred revenue	865	
 	 	—	
 	
Ad valorem taxes payable	5,455	
 	 	2,383	
 	
Other current liabilities	4,324	
 	 	4,971	
 	
Total current liabilities	26,461	
 	 	28,839	
 	
Promissory notes payable to Sponsors	—	
 	 	202,893	
 	
Revolving credit facility	199,230	
 	 	147,000	
 	
Noncurrent liabilities, net	7,420	
 	 	8,944	
 	
Deferred revenue	10,899	
 	 	1,770	
 	
Other noncurrent liabilities	254	
 	 	—	
 	
Total liabilities	244,264	
 	 	389,446	
 	
Commitments and contingencies	

 	

Common limited partner capital (24,412,427 units issued and outstanding at December 31, 2012)	418,856	
 	 	—	
 	
Subordinated limited partner capital (24,409,850 units issued and outstanding at December 31, 2012)	380,169	
 	 	—	
 	
General partner interests (996,320 units issued and outstanding at December 31, 2012)	20,222	
 	 	—	
 	
Membership interests	—	
 	 	640,818	
 	
Total partners' capital and membership interests	819,247	
 	 	640,818	
 	
Total liabilities and partners' capital and membership interests	$	1,063,511	
 	 	$	1,030,264	

EX-99.1-5

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

 	Three months ended December 31,	 	Year ended
December 31,	
 	2012	 	2011	 	2012	 	2011	
 	(In thousands, except per-unit and unit amounts)	
Revenues:	 	 	 	 	 	 	 	
Gathering services and other fees	$	42,821	
 	 	$	35,645	
 	 	$	149,371	
 	 	$	91,421	
 	
Natural gas and condensate sales	6,030	
 	 	3,926	
 	 	16,320	
 	 	12,439	
 	
Amortization of favorable and unfavorable contracts (1)	(217	)	 	(47	)	 	(192	)	 	(308	)	
Total revenues	48,634	
 	 	39,524	
 	 	165,499	
 	 	103,552	

Costs and expenses:	 	 	 	 	 	 	 	
Operation and maintenance	14,481	
 	 	11,068	
 	 	51,658	
 	 	29,855	
 	
General and administrative	5,380	
 	 	6,354	
 	 	21,357	
 	 	17,476	
 	
Transaction costs	48	
 	 	3,166	
 	 	2,020	
 	 	3,166	
 	
Depreciation and amortization	9,164	
 	 	5,896	
 	 	35,299	
 	 	11,367	
 	
Total costs and expenses	29,073	
 	 	26,484	
 	 	110,334	
 	 	61,864	
 	
Other income	1	
 	 	2	
 	 	9	
 	 	12	
 	
Interest expense	(1,767	)	 	(641	)	 	(7,340	)	 	(1,029	)	
Affiliated interest expense	—	
 	 	(2,025	)	 	(5,426	)	 	(2,025	)	
Income before income taxes	17,795	
 	 	10,376	
 	 	42,408	
 	 	38,646	
 	
Income tax expense	(181	)	 	(171	)	 	(682	)	 	(695	)	
Net income	$	17,614	
 	 	$	10,205	
 	 	$	41,726	
 	 	$	37,951	

Less: net income attributable to the pre-IPO period	—	
 	 	 	 	24,112	
 	 	 	
Net income attributable to the post-IPO period	17,614	
 	 	 	 	17,614	
 	 	 	
Less: net income attributable to general partner	352	
 	 	 	 	352	
 	 	 	
Net income attributable to limited partners	$	17,262	
 	 	 	 	$	17,262	

Earnings per common unit – basic	$	0.35	
 	 	 	 	 	 	 	
Earnings per common unit – diluted	$	0.35	
 	 	 	 	 	 	 	
Earnings per subordinated unit – basic and diluted	$	0.35	

Weighted-average common units outstanding – basic	24,412,427	
 	 	 	 	 	 	 	
Weighted-average common units outstanding – diluted	24,543,985	
 	 	 	 	 	 	 	
Weighted-average subordinated units outstanding – basic and diluted	24,409,850	
 	 	 	 	 	 	 	
__________
(1) The amortization of favorable and unfavorable contracts relates to gas gathering agreements that were deemed to be above or below market at the acquisition of the DFW Midstream system. We amortize these contracts on a units-of-production basis over the life of the applicable contract. The life of the contract is the period over which the contract is expected to contribute directly or indirectly to our future cash flows.

EX-99.1-6

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

 	Three months ended December 31,	 	Year ended
December 31,	
 	2012	 	2011	 	2012	 	2011	
 	(Dollars in thousands)	
Other financial data:	 	 	 	 	 	 	 	
EBITDA (1)	$	28,942	
 	 	$	18,983	
 	 	$	90,656	
 	 	$	53,363	
 	
Adjusted EBITDA (1)	28,632	
 	 	19,756	
 	 	103,300	
 	 	56,803	
 	
Capital expenditures (2)	16,051	
 	 	17,006	
 	 	76,698	
 	 	78,248	
 	
Acquisition expenditures	—	
 	 	589,462	
 	 	—	
 	 	589,462	
 	
Distributable cash flow	24,660	
 	 	17,073	
 	 	88,492	
 	 	50,980	
 	
Adjusted distributable cash flow	 	 	 	 	 	 	 	
Distribution coverage ratio (3)	1.21x	

Other operating data:	 	 	 	 	 	 	 	
Miles of pipeline (end of period)	399	
 	 	371	
 	 	399	
 	 	371	
 	
Number of wells (end of period) (3)	2,134	
 	 	1,974	
 	 	2,134	
 	 	1,974	
 	
Number of pad sites (end of period)	442	
 	 	431	
 	 	442	
 	 	431	
 	
Aggregate average throughput (MMcf/d) (4)	933	
 	 	775	
 	 	929	
 	 	431	
 	
__________
(1)EBITDA and Adjusted EBITDA for the year ended December 31, 2012 included $2.0 million of transaction costs, of which $1.7 million related to Summit Investments' acquisition of ETC Canyon Pipeline, LLC ( “ Red Rock ” ). Red Rock is not an asset of SMLP. These unusual and non-recurring expenses were settled in cash.
(2) Capital expenditures do not include acquisition capital expenditures. In October 2011, we acquired the Grand River system. Prior to the fourth quarter of 2012, we did not distinguish between maintenance and expansion capital expenditures. For the three months and year ended December 31, 2011, the calculation of distributable cash flow includes estimates for the portion of total capital expenditures that were maintenance capital expenditures.
(3) Distribution coverage ratio calculation for the three months ended December 31, 2012 is based on distributions in respect of the fourth quarter of 2012 that were paid in February 2013.
(4) Excludes wells connected to the nine central receipt points on the Grand River system that averaged 245 MMcf/d for the three months ended December 31, 2012 and 256 MMcf/d for the year ended December 31, 2012. We acquired the Grand River system in October 2011.

EX-99.1-7

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

 	Three months ended December 31,	 	Year ended
December 31,	
 	2012	 	2011	 	2012	 	2011	
 	(In thousands)	
Reconciliation of Net Income to EBITDA, Adjusted EBITDA, Distributable Cash Flow and Adjusted Distributable Cash Flow:	 	 	 	 	 	 	 	
Net income	$	17,614	
 	 	$	10,205	
 	 	$	41,726	
 	 	$	37,951	
 	
Add:	 	 	 	 	 	 	 	
Interest expense	1,767	
 	 	2,666	
 	 	12,766	
 	 	3,054	
 	
Income tax expense	181	
 	 	171	
 	 	682	
 	 	695	
 	
Depreciation and amortization expense	9,164	
 	 	5,896	
 	 	35,299	
 	 	11,367	
 	
Amortization of favorable and unfavorable contracts	217	
 	 	47	
 	 	192	
 	 	308	
 	
Less:	 	 	 	 	 	 	 	
Interest income	1	
 	 	2	
 	 	9	
 	 	12	
 	
EBITDA (1)	$	28,942	
 	 	$	18,983	
 	 	$	90,656	
 	 	$	53,363	
 	
Add:	 	 	 	 	 	 	 	
Non-cash compensation expense	83	
 	 	773	
 	 	1,876	
 	 	3,440	
 	
Adjustments related to MVC shortfall payments (2)	(393	)	 	—	
 	 	10,768	
 	 	—	
 	
Adjusted EBITDA (1)	$	28,632	
 	 	$	19,756	
 	 	$	103,300	
 	 	$	56,803	
 	
Add:	 	 	 	 	 	 	 	
Interest income	1	
 	 	2	
 	 	9	
 	 	12	
 	
Less:	 	 	 	 	 	 	 	
Cash interest paid	2,009	
 	 	1,481	
 	 	8,283	
 	 	2,463	
 	
Cash taxes paid	—	
 	 	—	
 	 	650	
 	 	223	
 	
Maintenance capital expenditures (3)	1,964	
 	 	1,204	
 	 	5,884	
 	 	3,149	
 	
Distributable cash flow	$	24,660	
 	 	$	17,073	
 	 	$	88,492	
 	 	$	50,980	
 	
Add:	 	 	 	 	 	 	 	
Transaction costs (1)	48	
 	 	3,166	
 	 	2,020	
 	 	3,166	
 	
Adjusted distributable cash flow	$	24,708	
 	 	$	20,239	
 	 	$	90,512	
 	 	$	54,146	

Distributions declared (4)	$	20,425	

Distribution coverage ratio	1.21x	 	 	 	 	 	 	
__________
(1) EBITDA and Adjusted EBITDA for the year ended December 31, 2012 included $2.0 million in transaction costs, of which $1.7 related to Summit Investments' acquisition of Red Rock. Red Rock is not an asset of SMLP. These unusual and non-recurring expenses were settled in cash.
(2) Adjustments related to MVC shortfall payments account for (i) the net increases or decreases in deferred revenue for MVC shortfall payments and (ii) our inclusion of future expected annual MVC shortfall payments in Adjusted EBITDA.

EX-99.1-8

(3) Prior to the fourth quarter of 2012, we did not distinguish between maintenance and expansion capital expenditures. Therefore, to calculate distributable cash flow, we have estimated the portion of these expenditures that were maintenance capital expenditures for periods prior to the fourth quarter of 2012.
(4) Reflects quarterly cash distributions of $0.41 per unit in respect of the fourth quarter of 2012 that were paid in February 2013.

SOURCE: Summit Midstream Partners, LP
Contact: Marc Stratton, Vice President and Treasurer, 214-242-1966, ir@summitmidstream.com

EX-99.1-9