Summit Midstream Partners, LP Reports First Quarter 2020 Financial and Operating Results
HOUSTON, May 8, 2020 /PRNewswire/ -- Summit Midstream Partners, LP (NYSE: SMLP) announced today its financial and operating results for the three months ended March 31, 2020, including net income of $5.3 million, adjusted EBITDA of $66.1 million and DCF of $34.2 million. Operated natural gas volume throughput averaged 1,281 MMcf/d and liquids volume throughput averaged 98 Mbbl/d in the quarter. Natural gas volume throughput benefitted from the on-time commissioning of a five-well pad site behind our Utica Shale gathering system in mid-March 2020. This pad site is generating aggregate production rates in excess of 160 MMcf/d, which exceeded the expectations set forth in our original financial guidance by more than 15%. We expect this system will be a growth driver for us over the next several quarters as natural gas forward pricing has strengthened in the second half of 2020 and will incentivize upstream activity in this and other natural gas-focused basins in which we operate.
Heath Deneke, President and Chief Executive Officer, commented, "We are operating in unprecedented times given the prevailing commodity price backdrop and COVID-19 pandemic. As a result of the current environment, many of our customers have updated their forecasts to reflect the steps they are taking to reduce capital budgets, delay and defer drilling and completion activities, and on a limited scale, temporarily curtail existing production. On May 3, 2020, we released updated 2020 adjusted EBITDA and capital expenditures guidance that was based on revised customer information. As previously reported, we expect our 2020 adjusted EBITDA to trend towards the low-end of our original $260 million to $285 million guidance range and for our 2020 capital expenditures range to be down by 33% at the midpoint. We will continue to monitor our customers' month to month decisions regarding to what extent, if any, curtailments of production will continue beyond May 2020 and we will continue to work aggressively to find ways to further reduce operating expenses and capital expenditures. I'm proud of how quickly our employees have adapted to the current environment, while maintaining their commitment to operate safely, effectively and focus on initiatives that are within our control."
"Many of our customers, particularly in our liquids-focused areas such as the Williston and DJ basins, have responded to the current market conditions by reducing rig activity and deferring well completions. Our customers currently have nearly 60 DUCs behind our liquids-oriented assets, which represent an identifiable catalyst once crude oil prices improve. Natural gas prices have strengthened in recent weeks and while that is encouraging over the longer term, at this time, we do not expect near term volumes in our natural gas-focused areas to change materially relative to our original financial guidance for 2020. Challenging markets like the one we are currently in highlight the strength of Summit's diversified business model. For the first quarter of 2020, approximately 69% of our segment adjusted EBITDA originated from our natural gas-focused segments, which provide relative stability for SMLP while preserving significant upside relative to future improvements to crude oil and liquids prices."
"In an effort to continue to reposition the business and transform our governance structure to be fully aligned with SMLP unitholders, on May 3, 2020, we entered into a definitive agreement with Energy Capital Partners II, LLC ("ECP") to acquire Summit Midstream Partners, LLC, the private entity that owns SMP Holdings, as well as 5.9 million common units owned directly by ECP, for $35 million in cash plus warrants covering 10 million SMLP common units. As a result of this acquisition, SMP Holdings will become an indirect, unrestricted subsidiary of SMLP, which will give us ownership of SMLP's general partner, the $180.75 million DPPO receivable, and 45.3 million SMLP units. SMP Holdings will remain liable for a $158.2 million term loan which is due in May 2022 and is secured by 34.6 million SMLP common units and the GP interest. As an unrestricted subsidiary, SMP Holdings' term loan will continue to be non-recourse indebtedness to SMLP and its operating subsidiaries."
"This simplification transaction is transformational for SMLP and upon closing, the Board will consist of a majority of independent directors. Concurrent with the closing of the transaction, we will also amend our partnership agreement to provide for the public election of directors beginning in 2022, which further aligns the interests of the Board and our public unitholders. We are very excited about this transaction and believe it is in the best long-term interest of all of SMLP's stakeholders."
"Liquidity and balance sheet strength is paramount for SMLP, particularly during this volatile time in the crude oil and natural gas market, and we believe the GP Buy-in Transaction prioritizes this focus. Concurrent with the GP Buy-in Transaction, we announced the suspension of approximately $76 million of annualized common and preferred distributions which otherwise would have been distributed out of the business. In connection with the GP Buy-in Transaction, the $35 million of acquisition proceeds will be loaned back from ECP to Summit Midstream Holdings, LLC, thereby enhancing our liquidity and financial flexibility. As a result of the decision to suspend our common and preferred distributions, SMLP expects to generate sufficient cash in 2020, after capital expenditures, to reduce outstanding indebtedness by more than $100 million."
"We also continue to actively evaluate potential asset divestitures and joint ventures of certain of our Legacy and Core Focus Areas and will continue to do so in a patient and disciplined manner. Our expectation is that any divestiture will serve to further accelerate de-leveraging of SMLP's balance sheet."
2020 Financial Guidance
SMLP is reaffirming the updated 2020 financial guidance that it provided on May 3, 2020. Projections associated with this guidance are subject to risks and uncertainties as described in the "Forward-Looking Statements" section at the end of this release.
The financial guidance incorporates a slow-down in activity and a deferral of well completions from customers predominantly in the Williston Basin and DJ Basin reportable segments. The guidance also incorporates instances of temporary economic shut-ins of existing production as a result of the low commodity price environment and prevailing storage constraints in certain crude oil and condensate production basins, including the Williston Basin, DJ Basin and the condensate window of the Utica Shale. Although many producers in the Permian Basin have announced plans to reduce activity, we currently expect volume throughput and the activity from our customers to be in-line with the forecast used to produce our initial guidance range. SMLP's 2020 financial guidance remains largely unchanged relative to its initial guidance for its natural gas-focused reportable segments.
Our 2020 growth capital expenditures plan is relatively flexible and can adapt to changing market conditions given that most projects are aligned with the schedules of our customers and in many cases can be canceled or deferred. As such, we reduced our planned investments for 2020, which are comprised of primarily growth capital reductions, by 33% relative to our original financial guidance at the midpoint. Below is a summary of the updates that were released on May 3, 2020 to our 2020 financial guidance:
Updates to Financial Guidance (Released on May 3, 2020)
-- Adjusted EBITDA expected to trend towards the low-end of original
guidance range of $260 million to $285 million;
-- Reduced the midpoint of our original 2020 total capital expenditures
guidance by 33% to a range of $30 million to $50 million, which
continues to include approximately $10 million related to our equity
investment in Double E.
First Quarter 2020 Business Highlights
In the first quarter of 2020, SMLP's average daily natural gas throughput for its operated systems decreased 5.5% relative to the fourth quarter of 2019, to 1,281 MMcf/d, and liquids volumes decreased 17.3% relative to the fourth quarter of 2019, to 98 Mbbl/d. SMLP's customers currently have approximately 89 DUCs in inventory upstream of our systems.
Core Focus Areas:
-- Core Focus Areas generated combined quarterly segment adjusted EBITDA of
$37.6 million and had combined capital expenditures of $15.4 million.
-- Utica Shale segment adjusted EBITDA totaled $5.9 million, a 31.0%
decrease from the fourth quarter of 2019, which was driven by a 12.6%
decrease in throughput volumes and a non-recurring $2.1 million payment
that we received last quarter related to a contract amendment. Volumes
were lower in the first quarter of 2020 as a result of natural
production declines from the ten pad-level wells that were connected in
2019, partially offset by seven new wells connected near the end of the
first quarter of 2020, including the five-well pad that was incorporated
in our original guidance. Current flow rates of the five-well pad have
exceeded expectations at 160 MMcf/d, and current throughput levels on
our SMU system are averaging in excess of 400 MMcf/d compared to 222
MMcf/d in the first quarter of 2020.
-- Ohio Gathering segment adjusted EBITDA totaled $7.9 million, a $1.6
million decrease from the fourth quarter of 2019. Lower segment adjusted
EBITDA was driven by a 16.0% decrease in volume throughput, due to
natural declines associated with 13 new wells that were connected in the
second half of 2019, partially offset by seven new wells that were
connected in the condensate window in the first quarter of 2020, which
yield relatively lower natural gas production rates compared to the
rich-gas and dry gas windows.
-- Williston Basin segment adjusted EBITDA totaled $16.2 million in the
first quarter of 2020, a 19.9% decrease from the fourth quarter of 2019,
primarily due to a 17.3% quarter-over-quarter decrease in liquids volume
throughput to 98 Mbbl/d. Twelve new wells were connected in the first
quarter of 2020; however, volumes were offset by natural production
declines from the more than 80 wells that were connected to our
Williston Basin systems in the second through fourth quarters of 2019.
There are approximately 32 DUCs in inventory behind our Williston Basin
systems. We expect well connection deferrals in the near-term from our
Williston customers due to the reduction in crude oil prices.
-- DJ Basin segment adjusted EBITDA totaled $5.9 million in the first
quarter of 2020, a 10.8% decrease from the fourth quarter of 2019, due
to an approximate $0.6 million increase in producer payments
attributable to flowing volumes that were classified as capital
reimbursement versus gathering revenue and a 8.6% quarter-over-quarter
decrease in total throughput to 32 MMcf/d. We did not have any new well
connections in the first quarter of 2020 and we expect well connection
deferrals in the near-term from our DJ Basin customers due to the
reduction in crude oil prices. Our customers currently have 26 wells in
DUC inventory behind our DJ Basin system.
-- The Permian Basin segment generated a record $1.6 million of segment
adjusted EBITDA in the first quarter of 2020, an increase of $1.5
million from the prior quarter. These results were driven by 17 new well
connections over the last two quarters, which resulted in a 32.0%
quarter-over-quarter volume increase to 33 MMcf/d. A customer also
recently drilled and completed two new wells behind the Lane G&P system,
but is waiting to turn-in-line those wells once crude oil prices
improve. Overall, our outlook for our Permian Basin segment remains
unchanged relative to our original 2020 financial guidance.
Legacy Areas:
-- Legacy Areas generated $37.6 million of combined segment adjusted EBITDA
in the first quarter of 2020 and had combined capital expenditures of
$1.4 million.
-- Piceance Basin segment adjusted EBITDA of $23.6 million, a decrease of
$0.6 million from the fourth quarter of 2019 due to lower volume
throughput and the impact of contractual step-downs in MVCs.
-- Barnett Shale segment adjusted EBITDA decreased $0.8 million from the
fourth quarter of 2019 to $8.8 million, as a result of a 1.7% decline in
volume throughput and the expiration of an MVC contract that expired in
the fourth quarter of 2019. We are benefitting from several workovers of
existing wells behind the DFW Midstream system, which have partially
mitigated natural production declines. While conversations are still
on-going with customers, we believe this segment could benefit from the
improved natural gas outlook and favorable basis differentials. Any
activity on this system would be highly incremental to cash flow since
all pads are already connected to the system and there is no need for
additional capital expenditures to capture new volumes.
-- Marcellus Shale segment adjusted EBITDA of $5.3 million was relatively
flat compared to the fourth quarter of 2019 due to a 3.4% decrease in
volume throughput, offset by margin mix and lower operating expenses.
Our anchor customer has 18 DUCs in inventory, all of which are planned
for initial production in 2020, which represents an increase of nine
wells expected in our original 2020 financial guidance.
The following table presents average daily throughput by reportable segment on a quarter-over-quarter basis:
Three
months
ended March
31,
2020 2019
Average daily throughput (MMcf/d):
Utica Shale 222 286
Williston Basin (1) 14 16
DJ Basin 32 21
Permian Basin 33 15
Piceance Basin (2) 383 485
Barnett Shale 233 260
Marcellus Shale 364 379
Aggregate average daily throughput 1,281 1,462
Average daily throughput (Mbbl/d):
Williston Basin 98 103
Aggregate average daily throughput 98 103
Ohio Gathering average daily throughput
(MMcf/d) (3) 610 711
__________
(1) The Williston Basin segment
includes the Tioga
Midstream system, which was
sold in March 2019.
(2) The Piceance Basin segment
includes the RRG West
system, which was sold in
December 2019.
(3) Gross basis, represents 100%
of volume throughput for
Ohio Gathering, subject to
a one-month lag.
The following table presents adjusted EBITDA by reportable segment on a quarter-over-quarter basis:
Three
months
ended March
31,
2020 2019
(In thousands)
Reportable segment adjusted EBITDA (1):
Utica Shale $
5,928 $
6,193
Ohio Gathering (2) 7,939 9,210
Williston Basin (3) 16,192 18,734
DJ Basin 5,911 2,673
Permian Basin 1,581 (550)
Piceance Basin (4) 23,557 25,999
Barnett Shale 8,760 11,374
Marcellus Shale 5,320 5,142
Total $
75,188 $
78,775
Less: Corporate and Other (5) 9,102 9,805
Adjusted EBITDA $
66,086 $
68,970
__________
(1) We define segment adjusted EBITDA as
total revenues less total costs and
expenses, plus (i) other income
excluding interest income, (ii) our
proportional adjusted EBITDA for equity
method investees, (iii) depreciation
and amortization, (iv) adjustments
related to MVC shortfall payments, (v)
adjustments related to capital
reimbursement activity, (vi) unit-
based and noncash compensation, (vii)
change in the Deferred Purchase Price
Obligation, (viii) impairments and (ix)
other noncash expenses or losses, less
other noncash income or gains.
(2) Represents our proportional share of
adjusted EBITDA for Ohio Gathering,
subject to a one-month lag. We define
proportional adjusted EBITDA for our
equity method investees as the product
of (i) total revenues less total
expenses, excluding impairments and
other noncash income or expense items
and (ii) amortization for deferred
contract costs; multiplied by our
ownership interest in Ohio Gathering
during the respective period.
(3) The Williston Basin segment includes the
Tioga Midstream system, which was sold
in March 2019.
(4) The Piceance Basin segment includes the
RRG West system, which was sold in
December 2019.
(5) Corporate and Other represents those
results that are not specifically
attributable to a reportable segment
(such as Double E) or that have not
been allocated to our reportable
segments, including certain general and
administrative expense items, natural
gas and crude oil marketing services,
interest expense and a change in the
Deferred Purchase Price Obligation.
Capital Expenditures
Capital expenditures totaled $18.6 million in the first quarter of 2020, including maintenance capital expenditures of $5.1 million, a decrease of 39.3% compared to the fourth quarter of 2019. Capital expenditures in the first quarter of 2020 were primarily related to growth projects in our Williston Basin, DJ Basin and Permian Basin segments, as well as expenditures associated with the relocation of our corporate headquarters.
Three
months
ended March
31,
2020 2019
(In thousands)
Cash paid for capital expenditures (1):
Utica Shale $
909 $
101
Williston Basin 4,943 8,023
DJ Basin 6,298 28,356
Permian Basin 3,281 7,057
Piceance Basin 346 1,226
Barnett Shale (2) 657 (118)
Marcellus Shale 422 102
Total reportable segment capital expenditures 16,856 44,747
Corporate and Other (3) 1,727 16,101
Total cash paid for capital expenditures $
18,583 $
60,848
__________
(1) Excludes cash paid for capital
expenditures by Ohio Gathering and
Double E (after June 2019) due to
equity method accounting.
(2) For the three months ended March 31,
2019, the amount includes sales tax
reimbursements of $1.1 million.
(3) For the three months ended March 31,
2019, and through the formation date
of the Double E joint venture in June
2019, reflects 100% of the capital
expenditures associated with Double E
and excludes capital contributions
made by our JV partner.
Capital & Liquidity
As of March 31, 2020, SMLP had $542.9 million of undrawn commitments under its $1.25 billion revolving credit facility. Subject to covenant limits, and after accounting for a $9.1 million issued but undrawn letter of credit, our available borrowing capacity at March 31, 2020 was approximately $120 million.
Based upon the terms of SMLP's revolving credit facility and total outstanding debt, net of cash, of $1.43 billion (inclusive of $800.0 million of senior unsecured notes), SMLP's total leverage ratio and senior secured leverage ratio (as defined in the credit agreement) as of March 31, 2020, were 5.05 to 1.0 and 2.26 to 1.0, respectively, relative to maximum threshold limits of 5.50 to 1.0 and 3.75 to 1.0.
Double E Update
During the first quarter of 2020, SMLP made cash investments totaling $58.0 million with respect to its 70% equity investment in Double E Pipeline, LLC and as of March 31, 2020, $65 million of the $80 million Subsidiary Series A Preferred Units had been issued. SMLP is actively pursuing a non-recourse commercial bank financing to fund the substantial majority of SMLP's remaining Double E capital obligations, which would defer to 2021 any additional SMLP investment beyond the approximately $10 million expected in 2020. The Double E project is proceeding in-line with our expected timeline. In March, we received an environmental assessment report from the Federal Energy Regulatory Commission ("FERC") and we continue to expect to receive a FERC 7(c) certificate for Double E in the third quarter of 2020.
MVC Shortfall Payments
SMLP billed its customers $12.9 million in the first quarter of 2020 related to MVC shortfalls. For those customers that do not have MVC shortfall credit banking mechanisms in their gathering agreements, the MVC shortfall payments are accounted for as gathering revenue in the period in which they are earned. In the first quarter of 2020, SMLP recognized $20.6 million of gathering revenue associated with MVC shortfall payments. SMLP also recognized $5.4 million of negative adjustments to MVC shortfall payments in the first quarter of 2020 related to shortfall payment adjustments from customers in the Williston Basin segment and the Piceance Basin segment. SMLP's MVC shortfall payment mechanisms contributed $15.1 million of total adjusted EBITDA in the first quarter of 2020.
Three
months
ended March
31, 2020
MVC Billings Gathering Adjustments Net impact to
revenue to MVC adjusted
shortfall EBITDA
payments
(In thousands)
Net change in deferred
revenue related to MVC
shortfall
payments:
Piceance Basin $
3,658 $
3,658
$ $
3,658
Total net change $
3,658 $
3,658
$ $
3,658
MVC shortfall payment
adjustments:
Williston Basin $
1,002 $
8,792 $
(5,665) $
3,127
Piceance Basin 6,956 6,851 223 7,074
Marcellus Shale 1,286 1,286 1,286
Total MVC shortfall
payment adjustments $
9,244 $
16,929 $
(5,442) $
11,487
Total (1) $
12,902 $
20,587 $
(5,442) $
15,145
__________
(1) Exclusive of Ohio Gathering
due to equity method accounting.
Quarterly Distribution Update
On May 3, 2020, the board of directors of SMLP's general partner suspended the distribution payable on its common units and on its 9.50% Series A fixed-to-floating rate cumulative redeemable perpetual preferred units. The suspension of the common and preferred distributions will enable SMLP to retain an incremental approximately $76 million of cash in the business annually, which it intends to use to de-lever the balance sheet, enhance liquidity and increase financial flexibility. The unpaid distributions on the preferred units will continue to accrue.
First Quarter 2020 Earnings Call Information
SMLP will host a conference call at 10:00 a.m. Eastern on Friday, May 8, 2020, 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 49631232. The conference call, webcast live 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 and distributable cash flow, each 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, the change in the Deferred Purchase Price Obligation present value, 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, distributions to Series A Preferred unitholders, Series A Preferred units distribution adjustment, cash taxes paid and maintenance capital expenditures. Because adjusted EBITDA and distributable cash flow may be defined differently by other entities in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other entities, thereby diminishing their utility.
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 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 and distributable cash flow are used as supplemental financial measures by external users of our financial statements such as investors, commercial banks, research analysts and others.
Adjusted EBITDA is used to assess:
-- the ability of our assets to generate cash sufficient to make future
potential cash distributions and support our indebtedness;
-- the financial performance of our assets without regard to financing
methods, capital structure or historical cost basis;
-- our operating performance and return on capital as compared to those of
other entities in the midstream energy sector, without regard to
financing or capital structure;
-- the attractiveness of capital projects and acquisitions and the overall
rates of return on alternative investment opportunities; and
-- the financial performance of our assets without regard to (i) income or
loss from equity method investees, (ii) the impact of the timing of
minimum volume commitments shortfall payments under our gathering
agreements or (iii) the timing of impairments or other income or expense
items that we characterize as unrepresentative of our ongoing
operations.
Distributable cash flow is used to assess:
-- the ability of our assets to generate cash sufficient to support future
potential cash distributions and
-- the attractiveness of capital projects and acquisitions and the overall
rates of return on alternative investment opportunities.
Both of these measures have limitations as analytical tools and investors should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. For example:
-- certain items excluded from adjusted EBITDA and distributable cash flow
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 and distributable cash flow do not reflect our cash
expenditures or future requirements for capital expenditures or
contractual commitments;
-- adjusted EBITDA and distributable cash flow do not reflect changes in,
or cash requirements for, our working capital needs; and
-- although depreciation and amortization are noncash charges, the assets
being depreciated and amortized will often have to be replaced in the
future, and adjusted EBITDA and distributable cash flow do not reflect
any cash requirements for such replacements.
We compensate for the limitations of adjusted EBITDA and distributable cash flow as analytical tools by reviewing the comparable GAAP financial measures, understanding the differences between the financial measures and incorporating these data points into our decision-making process. Reconciliations of GAAP to non-GAAP financial measures are attached to this press release.
We do not provide the GAAP financial measures of net income or loss or net cash provided by operating activities on a forward-looking basis because we are unable to predict, without unreasonable effort, certain components thereof including, but not limited to, (i) income or loss from equity method investees and (ii) asset impairments. These items are inherently uncertain and depend on various factors, many of which are beyond our control. As such, any associated estimate and its impact on our GAAP performance and cash flow measures could vary materially based on a variety of acceptable management assumptions.
About Summit Midstream Partners, LP
SMLP is a value-driven limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in the continental United States. SMLP provides natural gas, crude oil and produced water gathering, processing and transportation services pursuant to primarily long-term, fee-based agreements with customers and counterparties in six unconventional resource basins: (i) the Appalachian Basin, which includes the Utica and Marcellus shale formations in Ohio and West Virginia; (ii) the Williston Basin, which includes the Bakken and Three Forks shale formations in North Dakota; (iii) the Denver-Julesburg Basin, which includes the Niobrara and Codell shale formations in Colorado and Wyoming; (iv) the Permian Basin, which includes the Bone Spring and Wolfcamp formations in New Mexico; (v) the Fort Worth Basin, which includes the Barnett Shale formation in Texas; and (vi) the Piceance Basin, which includes the Mesaverde formation as well as the Mancos and Niobrara shale formations in Colorado. SMLP has an equity investment in Double E Pipeline, LLC, which is developing natural gas transmission infrastructure that will provide transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha Hub in Texas. SMLP also has an equity investment in Ohio Gathering, which operates extensive natural gas gathering and condensate stabilization infrastructure in the Utica Shale in Ohio. SMLP is headquartered in Houston, Texas.
About Summit Midstream Partners, LLC
Summit Midstream Partners, LLC ("Summit Investments") beneficially owns a 48.0% limited partner interest in SMLP and indirectly 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 controlled by Energy Capital Partners II, LLC, and certain of its affiliates. An affiliate of Energy Capital Partners II, LLC directly owns a 6.3% limited partner interest in SMLP.
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 SMLP's actual results in future periods to differ materially from anticipated or projected results. An extensive list of specific material risks and uncertainties affecting SMLP is contained in its 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2020, and as amended and updated from time to time. Any forward-looking statements in this press release, including forward-looking statements regarding 2020 financial guidance or financial or operating expectations for 2020, are made as of the date of this press release and SMLP undertakes no obligation to update or revise any forward-looking statements to reflect new information or events.
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
March December
31, 31,
2020 2019
(In thousands)
Assets
Current assets:
Cash and cash equivalents $
67,694 $
4,948
Restricted cash 4,057 27,392
Accounts receivable 83,648 102,118
Other current assets 4,265 5,018
Total current assets 159,664 139,476
Property, plant and equipment, net 1,869,882 1,882,251
Intangible assets, net 224,076 232,278
Investment in equity method investees 363,578 309,728
Other noncurrent assets 7,735 9,718
Total assets $
2,624,935 $
2,573,451
Liabilities and Capital
Current liabilities:
Trade accounts payable $
22,294 $
24,415
Accrued expenses 11,413 11,482
Due to affiliate 776 311
Deferred revenue 14,318 13,493
Ad valorem taxes payable 3,696 8,477
Accrued interest 15,370 12,311
Accrued environmental remediation 2,016 1,725
Other current liabilities 8,621 11,933
Total current liabilities 78,504 84,147
Long-term debt 1,491,716 1,470,299
Deferred Purchase Price Obligation 180,750 178,453
Noncurrent deferred revenue 43,045 38,709
Noncurrent accrued environmental remediation 2,618 2,926
Other noncurrent liabilities 8,044 7,951
Total liabilities 1,804,677 1,782,485
Mezzanine Capital
Subsidiary Series A Preferred Units 62,341 27,450
Partners' Capital
Series A Preferred Units 300,741 293,616
Common limited partner capital 457,176 469,900
Total partners' capital 757,917 763,516
Total liabilities, mezzanine capital and partners' capital $
2,624,935 $
2,573,451
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three
months
ended March
31,
2020 2019
(In thousands, except per-unit
amounts)
Revenues:
Gathering services and related fees $
83,792 $
86,964
Natural gas, NGLs and condensate sales 13,780 37,928
Other revenues 7,331 6,516
Total revenues 104,903 131,408
Costs and expenses:
Cost of natural gas and NGLs 8,225 31,759
Operation and maintenance 21,811 24,222
General and administrative (1) 16,378 17,281
Depreciation and amortization 29,629 27,727
Transaction costs 11 950
Loss (gain) on asset sales, net 115 (961)
Long-lived asset impairment (2) 3,821 44,951
Total costs and expenses 79,990 145,929
Other (expense) income (428) 209
Interest expense (20,218) (17,527)
Deferred Purchase Price Obligation (2,297) (4,427)
Income (loss) before income taxes and income (loss) from equity method investees 1,970 (36,266)
Income tax benefit (expense) 28 (207)
Income (loss) from equity method investees 3,311 (441)
Net income (loss) $
5,309 $
(36,914)
(Loss) income per limited partner unit:
Common unit - basic $
(0.03) $
(0.58)
Common unit - diluted $
(0.03) $
(0.58)
Weighted-average limited partner units outstanding:
Common units - basic 93,675 75,793
Common units - diluted 93,675 75,793
__________
(1) For the three months ended March 31,
2020, the amount includes $2.8 million
of restructuring expenses.
(2) For the three months ended March 31,
2019, the amount is associated with (i)
our decision in March 2019 to idle our
existing 20 MMcf/d DJ Basin processing
plant in conjunction with the
commissioning of our new 60 MMcf/d DJ
Basin processing plant resulting in an
impairment charge of $34.7 million; and
(ii) our decommissioning in March 2019
of an underutilized Barnett Shale
compressor station resulting in an
impairment charge of $10.2 million.
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED OTHER FINANCIAL AND OPERATING DATA
Three
months
ended March
31,
2020 2019
(Dollars in thousands)
Other financial data:
Net income (loss) $
5,309 $
(36,914)
Net cash provided by operating activities $
73,968 $
52,711
Capital expenditures $
18,583 $
60,848
Contributions to equity method investees $
58,033
$
Adjusted EBITDA $
66,086 $
68,970
Distributable cash flow $
34,244 $
40,228
Distributions declared (1)
$ $
23,775
Distribution coverage ratio (2) n/a 1.69x
Operating data:
Aggregate average daily throughput - natural gas (MMcf/d) 1,281 1,462
Aggregate average daily throughput - liquids (Mbbl/d) 98.0 103.0
Ohio Gathering average daily throughput (MMcf/d) (3) 610 711
__________
(1) Represents distributions
declared to 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 distribution
payable on its common units and
on its 9.50% Series A fixed-
to-floating rate cumulative
redeemable perpetual preferred
units. For the three months
ended March 31, 2019,
represents the distributions
declared in April 2019 and paid
in May 2019.
(2) Represents the ratio of
distributable cash flow to
distributions declared.
Distribution coverage ratio
calculation for the three
months ended March 31, 2019 is
based on distributions declared
to common unitholders in
respect of the first quarter of
2019.
(3) Gross basis, represents 100%
of volume throughput for Ohio
Gathering, subject to a one-
month lag.
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES
Three
months
ended March
31,
2020 2019
(In thousands)
Reconciliations of net income or loss to
adjusted EBITDA and distributable cash flow:
Net income (loss) $
5,309 $
(36,914)
Add:
Interest expense 20,218 17,527
Income tax (benefit) expense (28) 207
Depreciation and amortization (1) 29,863 28,116
Proportional adjusted EBITDA for equity method investees (2) 7,939 9,210
Adjustments related to MVC shortfall payments (3) (5,442) (4,199)
Adjustments related to capital reimbursement activity (4) (211) (715)
Unit-based and noncash compensation 2,723 2,526
Deferred Purchase Price Obligation (5) 2,297 4,427
Loss (gain) on asset sales, net 115 (961)
Long-lived asset impairment 3,821 44,951
Other, net (6) 2,793 4,354
Less:
Income (loss) from equity method investees 3,311 (441)
Adjusted EBITDA $
66,086 $
68,970
Less:
Cash interest paid 16,523 15,229
Senior notes interest adjustment (7) 3,063 3,063
Series A Preferred units distribution adjustment (8) 7,125 7,125
Maintenance capital expenditures 5,131 3,325
Distributable cash flow $
34,244 $
40,228
Distributions declared (9)
$ $
23,775
Distribution coverage ratio (10) n/a 1.69x
__________
(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 recognize the earnings from
MVC shortfall payments 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) Deferred Purchase Price Obligation
represents the change in the present
value of the Deferred Purchase Price
Obligation.
(6) Represents items of income or loss
that we characterize as
unrepresentative of our ongoing
operations. For the three months ended
March 31, 2020, the amount represents
restructuring expenses. For the three
months ended March 31, 2019, the amount
includes $3.4 million of severance
expense associated with our former
Chief Executive Officer and $0.9
million of transaction costs associated
with the Equity Restructuring.
(7) Senior notes interest adjustment
represents the net of interest expense
accrued and paid during the period.
Interest on the $300.0 million 5.5%
senior notes is paid in cash semi-
annually in arrears on February 15 and
August 15 until maturity in August
2022. Interest on the $500.0 million
5.75% senior notes is paid in cash
semi-annually in arrears on April 15
and October 15 until maturity in April
2025.
(8) Series A Preferred unit distribution
adjustment represents the net of
distributions paid and accrued on the
Series A Preferred units. Distributions
on the Series A preferred units are
paid or accrued semi-annually in
arrears on June 15 and December 15 each
year, through and including December
15, 2022, and, thereafter, quarterly in
arrears on the 15th day of March, June,
September and December of each year.
(9) Represents distributions declared to
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 distribution payable on its common
units and on its 9.50% Series A fixed-
to-floating rate cumulative redeemable
perpetual preferred units. For the
three months ended March 31, 2019,
represents the distributions declared
in April 2019 and paid in May 2019.
(10) Represents the ratio of
distributable cash flow to
distributions declared. Distribution
coverage ratio calculation for the
three months ended March 31, 2019 is
based on distributions declared in
respect of the first quarter of 2019.
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES
March
31,
2020 2019
(In thousands)
Reconciliation of net cash provided by operating activities to adjusted
EBITDA and distributable cash flow:
Net cash provided by operating activities $
73,968 $
52,711
Add:
Interest expense, excluding amortization of debt issuance costs 19,109 16,447
Income tax (benefit) expense (28) 207
Changes in operating assets and liabilities (24,075) 303
Proportional adjusted EBITDA for equity method investees (1) 7,939 9,210
Adjustments related to MVC shortfall payments (2) (5,442) (4,199)
Adjustments related to capital reimbursement activity (3) (211) (715)
Other, net (4) 2,793 4,354
Less:
Distributions from equity method investees 7,494 8,583
Noncash lease expense 473 765
Adjusted EBITDA $
66,086 $
68,970
Less:
Cash interest paid 16,523 15,229
Senior notes interest adjustment (5) 3,063 3,063
Series A Preferred units distribution adjustment (6) 7,125 7,125
Maintenance capital expenditures 5,131 3,325
Distributable cash flow $
34,244 $
40,228
__________
(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 in gathering
services and related fees.
(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, 2020, the amount represents
restructuring expenses. For the three
months ended March 31, 2019, the amount
includes $3.4 million of severance
expense associated with our former
Chief Executive Officer and $0.9
million of transaction costs associated
with the Equity Restructuring.
(5) Senior notes interest adjustment
represents the net of interest expense
accrued and paid during the period.
Interest on the $300.0 million 5.5%
senior notes is paid in cash semi-
annually in arrears on February 15 and
August 15 until maturity in August
2022. Interest on the $500.0 million
5.75% senior notes is paid in cash
semi-annually in arrears on April 15
and October 15 until maturity in April
2025.
(6) Series A Preferred unit distribution
adjustment represents the net of
distributions paid and accrued on the
Series A Preferred units. Distributions
on the Series A Preferred units are
paid or accrued semi-annually in
arrears on June 15 and December 15 each
year, through and including December
15, 2022, and, thereafter, quarterly in
arrears on the 15th day of March, June,
September and December of each year.
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SOURCE Summit Midstream Partners, LP
