Summit Midstream Partners, LP Reports Second Quarter 2020 Financial and Operating Results
HOUSTON, Aug. 7, 2020 /PRNewswire/ -- Summit Midstream Partners, LP (NYSE: SMLP) announced today its financial and operating results for the three months ended June 30, 2020, including net income of $56.7 million, adjusted EBITDA of $64.6 million and DCF of $42.7 million. Net income included a $54.2 million gain from early extinguishment of debt as a result of SMLP's open market repurchases of senior unsecured notes at discounts to par value. Operated natural gas volume throughput averaged 1,391 MMcf/d and liquids volume throughput averaged 76 Mbbl/d for the quarter. Increased quarterly operated natural gas volume throughput was primarily driven by seven wells that came online in March 2020 in the Utica Shale segment, which included a five-well pad site which generated aggregate production rates in excess of 160 MMcf/d for the majority of the quarter as well as six wells turned-in-line upstream of the TPL-7 Connector pipeline. Liquids volume throughput was adversely impacted by approximately 14 Mbbl/d of temporary production shut-ins. Although producers are starting to return previously shut-in wells to service, incremental volumes from previously curtailed production are expected to be moderate in the near-term.
Heath Deneke, President, Chief Executive Officer and Chairman, commented, "Our industry continued to face a number of headwinds in the second quarter of 2020, with oil prices briefly turning negative for the first time in history, the commencement of temporary production shut-ins, deferred drilling and completion activities, upstream bankruptcy filings and impacts from the ongoing COVID-19 pandemic. With this backdrop, we experienced quarter-over-quarter volume throughput declines across all our segments except for our Utica Shale segment, which increased by approximately 87.4% relative to the first quarter of 2020, mainly due to the outperformance of new wells connected in March. We began to experience production curtailments from certain customers, predominantly in our liquids-focused basins during the first two months of the quarter; however, with the improvement and relative stabilization of crude oil prices in the $40 per barrel area, some shut-in wells started to come back online late in the quarter. We also recently amended two gathering contracts with key Williston Basin customers that we expect to become effective in the third quarter of 2020. Although the specific terms of each customer contract differ, both amendments extended the term of the gathering agreement acreage dedication in exchange for a modest gathering fee concession. In June, we experienced production shut-ins on certain pads in our Utica Shale segment that we expect will continue through late into the fourth quarter of 2020, when natural gas prices are expected to increase and our customers can capture better margins. These shut-ins were unexpected and included the five-well pad that had outperformed expectations early in the second quarter. In light of these actions, on July 23, 2020, we revised our full year 2020 adjusted EBITDA guidance range to $250 million to $260 million, which is down marginally from our previous guidance of the low end of our $260 million to $285 million guidance range that was disclosed in May."
"We remain committed to strengthening the balance sheet, enhancing financial flexibility and focusing on initiatives that are within our control, such as maintaining a lean cost structure, employing capital discipline and operating safely and responsibly. The GP Buy-In transaction represented a major step forward in our comprehensive liability management strategy, and was an important step in our ongoing initiative to strengthen the balance sheet because it facilitated the reallocation of $76 million per year of cash from equity distributions to de-leveraging initiatives, while providing the flexibility to continue optimizing our capital structure in a manner that is fully aligned with the interests of our public common unitholders. Immediately after closing the GP Buy-In transaction on May 28, 2020, we began repurchasing our senior notes in the open market. Our debt repurchase initiative has been successful in a relatively short timeframe, and we have repurchased $137.9 million of face value of aggregate senior notes at a weighted average discount of 42% as of August 6, 2020. In addition, on June 18, 2020, we launched an offer to exchange our Series A Preferred Units ("Preferred Units") for common units (the "Exchange Offer") because there was an opportunity to structure a transaction that could provide value across SMLP's capital structure. Upon closing the Exchange Offer, we retired $62.8 million face value of Preferred Units, representing 21% of the initial 300,000 preferred units outstanding, at an 84% discount to face value based on the $0.80 SMLP common unit closing price on July 31, 2020. We provided value to our common unitholders by retiring Preferred Units below face value and afforded participating Preferred Unit holders enhanced liquidity via our common units, all while preserving cash for other strategic initiatives, since only common units were offered as consideration. We expect to continue to employ our comprehensive liability management strategy over the coming quarters and will consider the entire gamut of options available to us. We plan on working with our revolving credit facility lenders to develop the tools and flexibility needed to reposition the balance sheet and we will continue to focus on potential asset divestitures and joint ventures of certain of our Legacy and Core Focus Areas. I'm proud of the progress our team has made on enhancing our balance sheet to date; however, there are still many remaining opportunities to pursue."
"There have been several positive developments regarding the Double E Pipeline project, which represents a critical infrastructure need for the northern Delaware Basin. We have been pursuing opportunities to reduce costs without sacrificing quality, safety or timeline of the project, and I'm pleased to announce that we have locked-in approximately 80% of expected development capital expenditures, which includes pipe costs, pipeline construction and substantially all of the privately-owned rights-of-way. We now expect SMLP's 70% aggregate share of the Double E Pipeline project development capital to be $315 million, which is an approximate 10% reduction relative to the original $350 million expectation that was developed at FID in June 2019. We continue to progress third party financing options for the majority of SMLP's remaining share of capital expenditures and expect to finalize an agreement in the third quarter of 2020 in connection with the receipt of our FERC 7(c) certificate. Utilizing third-party capital to finance Double E will allow SMLP to retain cash for other strategic initiatives, including continued debt reduction and repositioning of SMLP's balance sheet."
Reaffirming 2020 Financial Guidance
SMLP is reaffirming its updated 2020 financial guidance provided on July 23, 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.
2020 Financial Guidance
-- 2020 adjusted EBITDA of $250 million to $260 million;
-- 2020 total capital expenditures of $30 million to $50 million, which
includes approximately $10 million to $20 million related to our equity
investment in Double E.
2020 adjusted EBITDA guidance of $250 million to $260 million incorporates impacts primarily from production shut-ins and two amended gathering contracts with Williston customers that are expected to become effective in the third quarter of 2020 and have moderately lower gathering rates and extended terms. Customers in our Williston Basin and DJ Basin reportable segments have been slower to bring curtailed production back online than initially anticipated and we are expecting prolonged production shut-ins and a deferral of well completions in these areas for the second half of 2020. Financial guidance also includes the impacts of well shut-ins in the Utica Shale segment through late into the fourth quarter 2020 and sustained shut-ins of condensate and wet gas volumes on Ohio Gathering, which had approximately 70 MMcf/d of gross volumes curtailed as of the end of the second quarter.
SMLP's total 2020 capital expenditures guidance range of $30 million to $50 million remains unchanged relative to the guidance released on May 3, 2020; however, the range of estimates related to SMLP's equity investment in Double E was increased by $10 million to accommodate additional capital commitments from SMLP to Double E due to a potential delay to receiving the FERC 7(c) certificate and closing of third-party financing to the fourth quarter of 2020.
GP Buy-In Financial Statement Recast
In the second quarter of 2020, SMLP completed its previously announced GP Buy-In transaction with Summit Midstream Partners, LLC ("Summit Investments"). For GAAP purposes, the GP Buy-In was a transaction between entities under common control with a change in reporting entity and as a result, SMLP's historical financial results contained in this press release have been recast for the period the entities were under common control by Summit Investments. Although SMLP is the surviving entity for legal purposes, Summit Investments is the surviving entity for accounting purposes; therefore, the historical financial results of SMLP prior to the GP Buy-In presented in this press release are those of Summit Investments.
Second Quarter 2020 Business Highlights
In the second quarter of 2020, SMLP's average daily natural gas throughput for its operated systems increased 8.6% relative to the first quarter of 2020, to 1,391 MMcf/d, and liquids volumes decreased 22.4% relative to the first quarter of 2020, to 76 Mbbl/d. SMLP's customers currently have approximately 66 DUCs in inventory and 14 wells that have been completed but not turned-in-line upstream of its systems.
Core Focus Areas:
-- Core Focus Areas generated combined quarterly segment adjusted EBITDA of
$37.1 million and had combined capital expenditures of $6.8 million.
-- Utica Shale segment adjusted EBITDA totaled $10.7 million, a $4.8
million increase from the first quarter of 2020, which was driven by an
87.4% increase in volume throughput. Volume throughput was higher in the
second quarter of 2020 as a result of seven new wells connected in March
2020, including a five-well pad that averaged more than 160 MMcf/d for
the majority of the quarter, as well as six wells that were
turned-in-line during the quarter behind the TPL-7 Connector pipeline.
Volume throughput was partially offset by two pads that were shut-in in
mid-June, which accounted for a decrease in average daily volume
throughput of approximately 24 MMcf/d for the quarter. We expect these
two pads to remain shut-in until late in the fourth quarter of 2020
based on guidance from our customers. Subsequent to June 30, 2020 we
also executed an amendment to a gathering agreement that will
incentivize drilling behind our SMU system, resulting in additional
expected well activity in 2021 and 2022.
-- Ohio Gathering segment adjusted EBITDA totaled $7.5 million, a 5.4%
decrease from the first quarter of 2020. Lower segment adjusted EBITDA
was driven by an 11.5% decrease in volume throughput due to production
shut-ins, which accounted for an average of approximately 70 MMcf/d of
gross volumes for the quarter, and natural production declines,
partially offset by six new wells that were connected in the condensate
window in May 2020 and lower operating expenses.
-- Williston Basin segment adjusted EBITDA totaled $12.7 million in the
second quarter of 2020, a 21.4% decrease from the first quarter of 2020,
primarily due to a 22.4% quarter-over-quarter decrease in liquids volume
throughput to 76 Mbbl/d and higher than expected non-recurring
maintenance expenses. This volume throughput decrease was driven largely
by several production shut-ins across multiple customers, which
accounted for a loss of approximately 14 Mbbl/d in liquids volume
throughput for the quarter, and natural production declines. There are
approximately 24 DUCs in inventory and 8 wells that have been completed,
but not yet turned to production behind our Williston Basin systems. We
expect the cadence of future well connections to be highly dependent on
prevailing commodity prices, in-basin differentials and the regulatory
environment.
-- DJ Basin segment adjusted EBITDA totaled $4.3 million in the second
quarter of 2020, a 26.6% decrease from the first quarter of 2020, due to
a 37.5% quarter-over-quarter decrease in total throughput to 20 MMcf/d.
The volume throughput decrease was largely a result of production
shut-ins representing an average of approximately 9 MMcf/d during the
quarter and planned maintenance which took our Hereford Plant offline
for four days during the quarter, partially offset by seven new well
connections. We expect continued deferrals of well connections in the
near-term and our customers currently have 13 wells in DUC inventory and
6 completed wells that have not yet been turned-in-line behind our DJ
Basin system. Volume throughput on the DJ Basin system for the month of
July averaged 25 MMcf/d, as our customers have consistently reversed
well shut-in activities that impacted us in the second quarter of 2020.
-- Permian Basin segment adjusted EBITDA totaled a quarterly record of $1.8
million in the second quarter of 2020, an increase of approximately
15.6% relative to the prior quarter largely driven by margin mix and
improvements in natural gas and NGL pricing. Although average second
quarter volume throughput of 32 MMcf/d was relatively comparable to the
first quarter, volumes steadily improved over the second quarter and
average volume throughput for June was approximately 37 MMcf/d. This
ramp in volume throughput was a result of a limited number of shut-ins
that occurred in the early part of the second quarter and an increase of
approximately 9 MMcf/d starting in May, when a contract extension became
effective. Overall, our outlook for our Permian Basin segment remains
unchanged relative to our original 2020 financial guidance.
Legacy Areas:
-- Legacy Areas generated $35.1 million of combined segment adjusted EBITDA
in the second quarter of 2020 and had combined capital expenditures of
$0.3 million.
-- Piceance Basin segment adjusted EBITDA of $21.7 million decreased by
$1.8 million from the first quarter of 2020 due to lower volume
throughput of 4.2%, which was primarily driven by the impact of natural
production declines.
-- Barnett Shale segment adjusted EBITDA decreased by $0.2 million from the
first quarter of 2020 to $8.5 million, as a result of a decline in
volume throughput. Increased volumes from workovers of existing wells
behind the DFW Midstream system partially mitigated natural production
declines.
-- Marcellus Shale segment adjusted EBITDA of $4.9 million decreased by
8.1% compared to the first quarter of 2020 due to a 7.0% decrease in
volume throughput to 339 MMcf/d. Our anchor customer did not connect any
new wells and had 18 DUCs in inventory at the end of the second quarter;
however, 9 of those wells were connected to our Mountaineer Midstream
system in July and spot rate volumes have recently been averaging in
excess of 400 MMcf/d.
The following table presents average daily throughput by reportable segment for the periods indicated:
Three Six months ended June
months
30,
ended June
30,
2020 2019 2020 2019
Average daily
throughput (MMcf/d):
Utica Shale 416 260 319 273
Williston Basin (1) 14 11 14 13
DJ Basin 20 20 26 21
Permian Basin 32 17 33 16
Piceance Basin (2) 367 462 375 473
Barnett Shale 203 251 218 260
Marcellus Shale 339 347 351 363
Aggregate average daily
throughput 1,391 1,368 1,336 1,419
Average daily
throughput (Mbbl/d):
Williston Basin 76 94 87 99
Aggregate average daily
throughput 76 94 87 99
Ohio Gathering average
daily throughput
(MMcf/d) (3) 540 713 575 712
__________
(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 for the periods indicated:
Three Six months ended June
months
30,
ended June
30,
2020 2019 2020 2019
(In thousands)
Reportable
segment
adjusted EBITDA
(1):
Utica Shale $
10,693 $
6,640 $
16,621 $
12,833
Ohio Gathering
(2) 7,514 9,939 15,453 19,149
Williston Basin
(3) 12,727 16,650 28,919 35,384
DJ Basin 4,339 2,816 10,250 5,489
Permian Basin 1,828 (656) 3,409 (1,206)
Piceance Basin
(4) 21,734 24,584 45,291 50,583
Barnett Shale 8,510 11,208 17,270 22,582
Marcellus Shale 4,888 4,635 10,208 9,777
Total $
72,233 $
75,816 $
147,421 $
154,591
Less: Corporate
and Other (5) 7,643 8,256 16,927 20,173
Adjusted EBITDA $
64,590 $
67,560 $
130,494 $
134,418
__________
(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)
impairments and (viii) 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 and
natural gas and crude oil marketing
services.
Capital Expenditures
Capital expenditures totaled $8.8 million in the second quarter of 2020, including maintenance capital expenditures of $2.4 million, a decrease of 52.4% compared to the first quarter of 2020. Capital expenditures in the second quarter of 2020 were primarily related to growth projects in our Williston Basin, DJ Basin and Permian Basin segments.
Six months ended June
30,
2020 2019
(In thousands)
Cash paid for capital expenditures (1):
Utica Shale $
1,482 $
1,065
Williston Basin 7,423 14,230
DJ Basin 8,428 50,373
Permian Basin 4,921 28,163
Piceance Basin 404 1,497
Barnett Shale (2) 869 (37)
Marcellus Shale 430 108
Total reportable segment capital expenditures 23,957 95,399
Corporate and Other (3) 3,469 15,693
Total cash paid for capital expenditures $
27,426 $
111,092
__________
(1) Excludes cash paid for capital
expenditures by Ohio Gathering and
Double E (after June 2019) due to
equity method accounting.
(2) For the six months ended June 30, 2019,
the amount includes sales tax
reimbursements of $1.1 million.
(3) For the six months ended June 30, 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 June 30, 2020, SMLP had $512.9 million of undrawn commitments under its $1.25 billion revolving credit facility. Subject to covenant limits, and after accounting for a $4.1 million issued but undrawn letter of credit, our available borrowing capacity at June 30, 2020 was approximately $191 million.
Based upon the terms of SMLP's revolving credit facility and total outstanding debt, net of cash, of $1.4 billion (inclusive of $668.0 million of senior unsecured notes), SMLP's total leverage ratio and senior secured leverage ratio (as defined in the credit agreement) as of June 30, 2020, were 4.9 to 1.0 and 2.5 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 second quarter of 2020, SMLP made cash investments totaling $21.7 million with respect to its 70% equity investment in Double E Pipeline, LLC. As of June 30, 2020, the full $80 million commitment of the Subsidiary Series A Preferred Units had been issued. The estimated cost to complete the Double E Pipeline Project has decreased by approximately $50 million to $450 million as a result of locking in privately-owned rights-of-way, pipe costs and construction costs that are lower than the original budgeted amounts set at FID in June 2019. Accordingly, SMLP's 70% share is now approximately $315 million, of which approximately $114 million, including the Subsidiary Series A Preferred Units, has been funded as of June 30, 2020. SMLP continues to actively pursue third party financing alternatives to fund the substantial majority of SMLP's remaining Double E capital obligations and expects to have third-party financing secured by the end of the third quarter 2020, concurrently with our receipt of the FERC 7 (c) certificate. A successful financing would defer to 2021 or potentially eliminate any additional SMLP investment beyond the approximately $10 million to $20 million expected in 2020. 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 $12.7 million in the second 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 second quarter of 2020, SMLP recognized $12.7 million of gathering revenue associated with MVC shortfall payments. SMLP also recognized $2.3 million of adjustments to MVC shortfall payments in the second 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 $15.0 million of total adjusted EBITDA in the second quarter of 2020.
Three
months
ended
June
30, 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 $
3,419 $
3,419
$ $
3,419
Total net change $
3,419 $
3,419
$ $
3,419
MVC shortfall payment
adjustments:
Williston Basin $
1,091 $
1,091 $
2,124 $
3,215
Piceance Basin 6,935 6,935 167 7,102
Marcellus Shale 1,258 1,258 1,258
Total MVC shortfall
payment adjustments $
9,284 $
9,284 $
2,291 $
11,575
Total (1) $
12,703 $
12,703 $
2,291 $
14,994
__________
(1) Exclusive of Ohio Gathering
due to equity method
accounting.
Six months ended June
30, 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 $
7,077 $
7,077
$ $
7,077
Total net change $
7,077 $
7,077
$ $
7,077
MVC shortfall payment
adjustments:
Williston Basin $
2,093 $
9,883 $
(3,541) $
6,342
Piceance Basin 13,891 13,786 390 14,176
Marcellus Shale 2,544 2,544 2,544
Total MVC shortfall
payment adjustments $
18,528 $
26,213 $
(3,151) $
23,062
Total (1) $
25,605 $
33,290 $
(3,151) $
30,139
__________
(1) Exclusive of Ohio Gathering
due to equity method
accounting.
Quarterly Distribution Update
The board of directors of SMLP's general partner suspended cash distributions payable on its common units and on its 9.50% Series A fixed-to-floating rate cumulative redeemable perpetual preferred units for the period ended June 30, 2020. Unpaid distributions on the preferred units will continue to accrue.
Second Quarter 2020 Earnings Call Information
SMLP will host a conference call at 10:00 a.m. Eastern on Friday, August 7, 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 49844223. 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.
Upcoming Investor Conferences
Members of SMLP's senior management team will attend the for 2020 Citi One-on-One Midstream / Energy Infrastructure Virtual Conference which will take place on August 12-13, 2020. The presentation materials associated with this event will be accessible through the Investors section of SMLP's website at www.summitmidstream.com prior to the beginning of the conference.
Use of Non-GAAP Financial Measures
We report financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). We also present adjusted EBITDA 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, impairments, items of income or loss that we characterize as unrepresentative of our ongoing operations and other noncash expenses or losses, less interest income, income tax benefit, income (loss) from equity method investees and other noncash income or gains. We define distributable cash flow as adjusted EBITDA plus cash interest received and cash taxes received, less cash interest paid, senior notes interest adjustment, adjusted Series A Preferred Units cash distribution, cash taxes paid and maintenance capital expenditures. 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.
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
June December
30, 31,
2020 2019
(In thousands)
Assets
Current assets:
Cash and cash equivalents $
36,571 $
9,530
Restricted cash 5,048 27,392
Accounts receivable 77,199 97,418
Other current assets 4,252 5,521
Total current assets 123,070 139,861
Property, plant and equipment, net 1,855,889 1,882,489
Intangible assets, net 215,901 232,278
Investment in equity method investees 383,058 309,728
Other noncurrent assets 8,584 9,742
Total assets $
2,586,502 $
2,574,098
Liabilities and Capital
Current liabilities:
Trade accounts payable $
18,422 $
24,415
Accrued expenses 11,331 11,339
Deferred revenue 15,354 13,493
Ad valorem taxes payable 6,307 8,477
Accrued interest 11,737 12,346
Accrued environmental remediation 1,795 1,725
Other current liabilities 9,859 12,206
Short-term debt and current portion of long-term debt 38,000 5,546
Total current liabilities 112,805 89,547
Long-term debt 1,545,133 1,622,279
Noncurrent deferred revenue 42,348 38,709
Noncurrent accrued environmental remediation 2,311 2,926
Other noncurrent liabilities 8,618 7,951
Total liabilities 1,711,215 1,761,412
Mezzanine Capital
Subsidiary Series A Preferred Units 78,563 27,450
Partners' Capital
Series A Preferred Units 307,866 293,616
Common limited partner capital 488,858 305,550
Noncontrolling interest 186,070
Total partners' capital 796,724 785,236
Total liabilities, mezzanine capital and partners' capital $
2,586,502 $
2,574,098
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Six months ended June
months
30,
ended June
30,
2020 2019 2020 2019
(In thousands, except per-unit amounts)
Revenues:
Gathering services and
related fees $
73,911 $
75,107 $
157,703 $
162,071
Natural gas, NGLs and condensate
sales 10,683 18,291 24,463 56,219
Other revenues 7,413 6,288 14,744 12,804
Total revenues 92,007 99,686 196,910 231,094
Costs and expenses:
Cost of natural gas and NGLs 6,088 11,571 14,313 43,330
Operation and maintenance 21,152 24,318 42,963 48,540
General and administrative (1) 12,786 10,565 29,347 28,950
Depreciation and amortization 29,630 26,837 59,296 54,601
Transaction costs 1,207 96 1,218 2,433
Gain on asset sales, net (281) (287) (166) (1,248)
Long-lived asset impairment (2) 654 70 4,475 45,021
Total costs and expenses 71,236 73,170 151,446 221,627
Other income (expense) 276 83 (151) 292
Interest expense (21,990) (22,343) (45,818) (45,085)
Gain on early extinguishment of
debt (3) 54,235 54,235
Income (loss) before income
taxes and income (loss) from
equity method investees 53,292 4,256 53,730 (35,326)
Income tax benefit (expense) 389 (1,149) 402 (1,406)
Income (loss) from equity method
investees 3,040 (79) 6,351 (520)
Net income (loss) $
56,721 $
3,028 $
60,483 $
(37,252)
Income (loss) per limited
partner unit:
Common unit - basic $
1.11 $
(0.06) $
1.05 $
(0.54)
Common unit - diluted $
1.06 $
(0.06) $
1.02 $
(0.54)
Weighted-average limited
partner units outstanding:
Common units - basic 44,650 45,319 44,985 45,319
Common units - diluted 46,737 45,319 46,323 45,319
__________
(1) For the three and six months ended
June 30, 2020, the amount includes $0.6
million and $3.3 million, respectively,
of restructuring expenses.
(2) For the six months ended June 30,
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.
(3) Subsequent to the GP Buy-In
Transaction, the Partnership commenced a
debt buyback program to repurchase our
Senior Notes, which is ongoing. We
repurchased $25.8 million of the
outstanding $300 million aggregate
principal amount of our 5.50% Senior
Notes through June 30, 2020. The gain on
early extinguishment of debt for the
5.50% Senior Notes during the three and
six months ended June 30, 2020 totaled
$9.2 million and is inclusive of a $0.1
million write off of debt issuance
costs. We also repurchased $106.2
million of the outstanding $500 million
aggregate principal amount of our 5.75%
Senior Notes through June 30, 2020. The
gain on early extinguishment of debt for
the 5.75% Senior Notes during the three
and six months ended June 30, 2020
totaled $45.1 million and is inclusive
of a $1.0 million write off of debt
issuance costs.
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED OTHER FINANCIAL AND OPERATING DATA
Three Six months ended June
months
30,
ended June
30,
2020 2019 2020 2019
(Dollars in thousands)
Other financial data:
Net income (loss) $
56,721 $
3,028 $
60,483 $
(37,252)
Net cash provided
by operating
activities $
35,170 $
39,381 $
105,371 $
84,574
Capital
expenditures $
8,843 $
50,244 $
27,426 $
111,092
Contributions to
equity method
investees $
21,695 $
5,921 $
79,728 $
5,921
Adjusted EBITDA $
64,590 $
67,560 $
130,494 $
134,418
Distributable cash
flow $
42,669 $
35,886 $
73,594 $
69,299
Distributions
declared (1)
$ $
23,778
$ $
47,553
Distribution
coverage ratio
(2) n/a 1.51x
n/a 1.46x
Operating data:
Aggregate average daily
throughput - natural gas
(MMcf/d) 1,391 1,368 1,336 1,419
Aggregate average daily
throughput - liquids (Mbbl/
d) 76 94 87 99
Ohio Gathering average daily
throughput (MMcf/d) (3) 540 713 575 712
__________
(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 June 30, 2019, represents
the distributions declared in
July 2019 and paid in August
2019.
(2) Represents the ratio of
distributable cash flow to
distributions declared.
Distribution coverage ratio
calculation for the three
months ended June 30, 2019 is
based on distributions declared
to common unitholders in
respect of the second 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 Six months ended June
months
30,
ended June
30,
2020 2019 2020 2019
(In thousands)
Reconciliations of net income or
loss to
adjusted EBITDA
and distributable cash flow:
Net income (loss) $
56,721 $
3,028 $
60,483 $
(37,252)
Add:
Interest expense 21,990 22,343 45,818 45,085
Income tax (benefit) expense (389) 1,149 (402) 1,406
Depreciation and amortization (1) 29,866 27,200 59,766 55,353
Proportional adjusted EBITDA for
equity method investees (2) 7,514 9,939 15,453 19,149
Adjustments related to MVC shortfall
payments (3) 2,291 3,533 (3,151) (666)
Adjustments related to capital
reimbursement activity (4) (237) (1,046) (448) (1,761)
Unit-based and noncash compensation 1,846 1,553 4,569 4,079
Gain on early extinguishment of debt
(5) (54,235) (54,235)
Gain on asset sales, net (281) (287) (166) (1,248)
Long-lived asset impairment 654 70 4,475 45,021
Other, net (6) 1,890 (1) 4,683 4,732
Less:
Income (loss) from equity method
investees 3,040 (79) 6,351 (520)
Adjusted EBITDA $
64,590 $
67,560 $
130,494 $
134,418
Less:
Cash interest paid 24,413 23,751 44,073 43,683
Cash paid for taxes 150 150
Senior notes interest adjustment (7) (4,869) (3,063) (1,806)
Adjusted Series A Preferred Units
cash distribution (8) 7,125 7,125 14,250
Maintenance capital expenditures 2,377 3,711 7,508 7,036
Distributable cash flow $
42,669 $
35,886 $
73,594 $
69,299
Distributions declared (9)
$ $
23,778
$ $
47,553
Distribution coverage
ratio (10) n/a 1.51x n/a 1.46x
__________
(1) Includes the amortization expense
associated with our favorable gas
gathering contracts as reported in
other revenues.
(2) Reflects our proportionate share of
Ohio Gathering adjusted EBITDA, subject
to a one-month lag.
(3) Adjustments related to MVC shortfall
payments are recognized ratably over
the term of the associated MVC.
(4) Adjustments related to capital
reimbursement activity represent
contributions in aid of construction
revenue recognized in accordance with
Accounting Standards Update No. 2014-09
Revenue from Contracts with Customers
("Topic 606").
(5) Subsequent to the GP Buy-In
Transaction, the Partnership commenced
a debt buyback program to repurchase
our Senior Notes, which is ongoing. We
repurchased $25.8 million of the
outstanding $300 million aggregate
principal amount of our 5.50% Senior
Notes through June 30, 2020. The gain
on early extinguishment of debt for the
5.50% Senior Notes during the three and
six months ended June 30, 2020 totaled
$9.2 million and is inclusive of a $0.1
million write off of debt issuance
costs. We also repurchased $106.2
million of the outstanding $500 million
aggregate principal amount of our 5.75%
Senior Notes through June 30, 2020. The
gain on early extinguishment of debt
for the 5.75% Senior Notes during the
three and six months ended June 30,
2020 totaled $45.1 million and is
inclusive of a $1.0 million write off
of debt issuance costs.
(6) Represents items of income or loss
that we characterize as
unrepresentative of our ongoing
operations. For the three months ended
June 30, 2020, the amount includes $1.4
million of transaction costs associated
with the GP Buy-In Transaction and
$0.6 million of restructuring expenses.
For the six months ended June 30, 2020,
the amount includes $3.3 million of
restructuring expenses and $1.4 million
of transaction costs associated with
the GP Buy-In Transaction. For the six
months ended June 30, 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) Adjusted Series A Preferred Units
cash distribution represents the amount
of cash distributions paid, or accrued,
on the Series A Preferred Units.
Distributions on the Series A Preferred
Units are due to be 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. For the three months ended June
30, 2019, represents the distributions
declared in July 2019 and paid in
August 2019.
(10) Represents the ratio of
distributable cash flow to
distributions declared. Distribution
coverage ratio calculation for the
three months ended June 30, 2019 is
based on distributions declared in
respect of the second quarter of 2019.
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES
Six months ended June
30,
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 $
105,371 $
84,574
Add:
Interest expense, excluding amortization of debt issuance costs 42,682 41,964
Income tax (benefit) expense (402) 1,406
Changes in operating assets and liabilities (19,388) 4,767
Proportional adjusted EBITDA for equity method investees (1) 15,453 19,149
Adjustments related to MVC shortfall payments (2) (3,151) (666)
Adjustments related to capital reimbursement activity (3) (448) (1,761)
Other, net (4) 4,683 4,732
Less:
Distributions from equity method investees 12,749 18,217
Noncash lease expense 1,557 1,530
Adjusted EBITDA $
130,494 $
134,418
Less:
Cash interest paid 44,073 43,683
Cash paid for taxes 150
Senior notes interest adjustment (5) (1,806)
Adjusted Series A Preferred Units cash distribution (6) 7,125 14,250
Maintenance capital expenditures 7,508 7,036
Distributable cash flow $
73,594 $
69,299
__________
(1) Reflects our proportionate share of
Ohio Gathering adjusted EBITDA, subject
to a one-month lag.
(2) Adjustments related to MVC shortfall
payments are recognized ratably over
the term of the associated MVC.
(3) Adjustments related to capital
reimbursement activity represent
contributions in aid of construction
revenue recognized in accordance with
Accounting Standards Update No. 2014-09
Revenue from Contracts with Customers
("Topic 606").
(4) Represents items of income or loss
that we characterize as
unrepresentative of our ongoing
operations. For the three months ended
June 30, 2020, the amount includes $1.4
million of transaction costs associated
with the GP Buy-In Transaction and
$0.5 million of restructuring expenses.
For the six months ended June 30, 2020,
the amount includes $3.3 million of
restructuring expenses and $1.4 million
of transaction costs associated with
the GP Buy-In Transaction. For the six
months ended June 30, 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) Adjusted Series A Preferred Units
cash distribution represents the amount
of cash distributions paid, or accrued,
on the Series A Preferred Units.
Distributions on the Series A Preferred
Units are due to be 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
