Press Release
"The sale of Tioga Midstream represents the first step in SMLP's strategy to evaluate and execute sales of non-core assets, and is occurring at an attractive value to SMLP. The net proceeds from the sale will be used to repay outstanding indebtedness under our revolver. We intend to continue focusing on streamlining our asset portfolio in 2019 and expanding our presence in our core focus areas, including the
SMLP reported net income of
Sale of Tioga Midstream
SMLP has executed definitive agreements with affiliates of
Double E Pipeline Project Update
SMLP Financial Guidance
SMLP is updating its 2019 financial guidance, which is summarized in the table below:
2019 Financial Guidance Range |
|||
($ in millions) |
Low |
High |
|
Adjusted EBITDA |
$295.0 |
- |
$315.0 |
Capital Expenditures (1) |
$150.0 |
- |
$175.0 |
Maintenance Capital Expenditures |
$15.0 |
- |
$25.0 |
Distribution Coverage Ratio |
1.75x |
- |
1.95x |
(1) Includes maintenance capital expenditures and capital contributions to equity method investees. |
SMLP's 2019 financial guidance has been modified to account for the sale of Tioga Midstream, which is expected to close by the end of the first quarter of 2019. SMLP's 2019 financial guidance also includes the establishment of a new distribution policy through the reduction of SMLP's distribution per common unit to
Our 2019 adjusted EBITDA guidance incorporates current production expectations from our customers, which in some cases have been reduced relative to our prior expectations, primarily due to the decrease in crude oil prices that occurred late in the fourth quarter of 2018. Despite a lower commodity price backdrop, we have a strong growth outlook for our gathering systems that are located in crude oil-focused production basins, with approximately 215 new wells expected to be commissioned in 2019 for our systems serving the
Capital expenditures in 2019 will be primarily focused in the
Fourth Quarter 2018 Segment Results
The following table presents average daily throughput by reportable segment:
Three months ended |
Year ended |
||||||||||
2018 |
2017 |
2018 |
2017 |
||||||||
Average daily throughput (MMcf/d): |
|||||||||||
Utica Shale |
309 |
369 |
359 |
365 |
|||||||
Williston Basin |
18 |
19 |
18 |
19 |
|||||||
DJ Basin |
21 |
14 |
17 |
13 |
|||||||
Permian Basin |
3 |
— |
1 |
— |
|||||||
Piceance Basin |
526 |
561 |
551 |
582 |
|||||||
Barnett Shale |
255 |
258 |
253 |
267 |
|||||||
Marcellus Shale |
401 |
540 |
474 |
502 |
|||||||
Aggregate average daily throughput |
1,533 |
1,761 |
1,673 |
1,748 |
|||||||
Average daily throughput (Mbbl/d): |
|||||||||||
Williston Basin |
108.9 |
74.1 |
94.9 |
75.2 |
|||||||
Aggregate average daily throughput |
108.9 |
74.1 |
94.9 |
75.2 |
|||||||
Ohio Gathering average daily throughput (MMcf/d) (1) |
780 |
825 |
769 |
766 |
__________ |
(1) Gross basis, represents 100% of volume throughput for Ohio Gathering, based on a one-month lag. |
Segment adjusted EBITDA for the fourth quarter of 2018 totaled
We estimate that approximately 36 MMcf/d of temporary volume curtailments occurred in the fourth quarter of 2018 as a result of infill drilling and completion activities from customers on existing pad sites. Drilling and completion activity is expected to increase in the near-term with approximately 15 new wells projected for 2019 from pad sites directly connected to the
Ohio Gathering
The Ohio Gathering reportable segment includes our 40% ownership interest in the Ohio Gathering system, a natural gas gathering system spanning the condensate, liquids-rich and dry gas windows of the
Segment adjusted EBITDA for the fourth quarter of 2018 totaled
Our customers are currently operating one drilling rig upstream of the Ohio Gathering system. We expect drilling and completion activity to remain consistent in 2019 relative to 2018, and to remain focused on the condensate and liquids-rich windows of the play, with approximately 50 new wells projected for 2019, compared to 43 new wells in 2018.
The Polar and
Segment adjusted EBITDA for the
Liquids volumes averaged 108.9 Mbbl/d in the fourth quarter of 2018, an increase of 47.0% from 74.1 Mbbl/d in the prior-year period and an increase of 12.4% compared to 96.9 Mbbl/d in the third quarter of 2018. Liquids volumes increased as a result of 18 new wells commissioned on our system in the fourth quarter of 2018. We estimate that approximately 13 Mbbl/d of volume throughput did not flow in the fourth quarter of 2018 as a result of (i) certain customers initiating temporary production curtailments on existing wells for nearby drilling and completion activities or (ii) produced water capacity constraints at third party disposal wells.
Associated natural gas volumes averaged 18 MMcf/d in the fourth quarter of 2018, a decrease of 5.3% from 19 MMcf/d in both the prior-year period and the third quarter of 2018. Five new associated natural gas wells were connected to our
Our
Segment adjusted EBITDA for the fourth quarter of 2018 totaled
Our
We expect to commission our 60 MMcf/d processing plant expansion in the second quarter of 2019, which will facilitate increased volume throughput, beginning in the second quarter of 2019. In 2019, we expect to begin construction on a second 60 MMcf/d processing plant, which will increase total processing capacity for our Niobrara G&P system from 60 MMcf/d to 120 MMcf/d in the third quarter of 2020.
Summit Permian commissioned the Lane G&P system late in the fourth quarter of 2018. Segment adjusted EBITDA for the fourth quarter of 2018 totaled
Our
The Grand River system provides our midstream services for the
Segment adjusted EBITDA totaled
There are no drilling rigs currently operating upstream of the Grand River system, and we do not anticipate a significant level of drilling or completion activity from our
The DFW Midstream system provides our midstream services for the
Segment adjusted EBITDA for the
Volume throughput in the fourth quarter of 2018 averaged 255 MMcf/d, which was down 1.2% compared to 258 MMcf/d in the prior-year period and up 9.9% from 232 MMcf/d in the third quarter of 2018. Volume throughput in the fourth quarter of 2018 was positively impacted by five new wells that were commissioned at the end of the third quarter of 2018.
There are no rigs currently operating upstream of the DFW Midstream system; four new wells were commissioned on the system in
The Mountaineer Midstream system provides our midstream services for the
Segment adjusted EBITDA for the
No new wells were connected in the fourth quarter of 2018. We expect drilling activity to resume in mid-2019, and we expect volume throughput growth beginning in the fourth quarter of 2019.
MVC Shortfall Payments
SMLP billed its customers
Three months ended December 31, 2018 |
||||||||||||
MVC Billings |
Gathering |
Adjustments |
Net impact |
|||||||||
(In thousands) |
||||||||||||
Net change in deferred revenue related to MVC shortfall payments: |
||||||||||||
Utica Shale |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
||||
Williston Basin |
— |
— |
— |
— |
||||||||
Piceance Basin |
3,364 |
3,364 |
— |
3,364 |
||||||||
Barnett Shale |
— |
— |
— |
— |
||||||||
Marcellus Shale |
— |
— |
— |
— |
||||||||
Total net change |
$ |
3,364 |
$ |
3,364 |
$ |
— |
$ |
3,364 |
||||
MVC shortfall payment adjustments: |
||||||||||||
Utica Shale |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
||||
Williston Basin |
8,907 |
1,459 |
1,354 |
2,813 |
||||||||
Piceance Basin |
9,464 |
8,503 |
103 |
8,606 |
||||||||
Barnett Shale |
393 |
1 |
1,452 |
1,453 |
||||||||
Marcellus Shale |
1,220 |
1,220 |
— |
1,220 |
||||||||
Total MVC shortfall payment adjustments |
$ |
19,984 |
$ |
11,183 |
$ |
2,909 |
$ |
14,092 |
||||
Total (1) |
$ |
23,348 |
$ |
14,547 |
$ |
2,909 |
$ |
17,456 |
__________ |
(1) Exclusive of Ohio Gathering due to equity method accounting. |
Year ended December 31, 2018 |
||||||||||||
MVC Billings |
Gathering |
Adjustments |
Net impact |
|||||||||
(In thousands) |
||||||||||||
Net change in deferred revenue related to MVC shortfall payments: |
||||||||||||
Utica Shale |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
||||
Williston Basin |
— |
— |
— |
— |
||||||||
Piceance Basin |
13,726 |
13,726 |
— |
13,726 |
||||||||
Barnett Shale |
— |
— |
— |
— |
||||||||
Marcellus Shale |
— |
— |
— |
— |
||||||||
Total net change |
$ |
13,726 |
$ |
13,726 |
$ |
— |
$ |
13,726 |
||||
MVC shortfall payment adjustments: |
||||||||||||
Utica Shale |
$ |
49 |
$ |
49 |
$ |
— |
$ |
49 |
||||
Williston Basin |
11,157 |
11,157 |
— |
11,157 |
||||||||
Piceance Basin |
30,230 |
30,230 |
10 |
30,240 |
||||||||
Barnett Shale |
393 |
6,393 |
(3,642) |
2,751 |
||||||||
Marcellus Shale |
4,332 |
4,332 |
— |
4,332 |
||||||||
Total MVC shortfall payment adjustments |
$ |
46,161 |
$ |
52,161 |
$ |
(3,632) |
$ |
48,529 |
||||
Total (1) |
$ |
59,887 |
$ |
65,887 |
$ |
(3,632) |
$ |
62,255 |
__________ |
(1) Exclusive of Ohio Gathering due to equity method accounting. |
Capital Expenditures
Capital expenditures totaled
Capital & Liquidity
As of
Deferred Purchase Price Obligation
SMLP lowered the estimated undiscounted amount of the Deferred Purchase Price Obligation related to the 2016 Drop Down transaction from
The consideration for the 2016 Drop Down consisted of (i) an initial
In
Quarterly Distribution
On
In a separate press release issued on
Fourth Quarter 2018 Earnings Call Information
SMLP will host a conference call at
A replay of the conference call will be available until
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 fair value, early extinguishment of debt expense, 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 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 make future 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, (ii) deferred purchase price obligation and (iii) 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
SMLP is a growth-oriented limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in the core producing areas of unconventional resource basins, primarily shale formations, in the continental United States. SMLP provides natural gas, crude oil and produced water gathering services pursuant to primarily long-term and fee-based gathering and processing agreements with customers and counterparties in six unconventional resource basins: (i) the
About
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 2017 Annual Report on Form 10-K filed with the
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, (ii) deferred purchase price obligation and (iii) 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.
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES |
|||||||
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS |
|||||||
December 31, |
December 31, |
||||||
2018 |
2017 |
||||||
(In thousands) |
|||||||
Assets |
|||||||
Current assets: |
|||||||
Cash and cash equivalents |
$ |
4,345 |
$ |
1,430 |
|||
Accounts receivable |
97,936 |
72,301 |
|||||
Other current assets |
3,971 |
4,327 |
|||||
Total current assets |
106,252 |
78,058 |
|||||
Property, plant and equipment, net |
1,963,713 |
1,795,129 |
|||||
Intangible assets, net |
273,416 |
301,345 |
|||||
Goodwill |
16,211 |
16,211 |
|||||
Investment in equity method investees |
649,250 |
690,485 |
|||||
Other noncurrent assets |
11,720 |
13,565 |
|||||
Total assets |
$ |
3,020,562 |
$ |
2,894,793 |
|||
Liabilities and Partners' Capital |
|||||||
Current liabilities: |
|||||||
Trade accounts payable |
$ |
38,414 |
$ |
16,375 |
|||
Accrued expenses |
21,963 |
12,499 |
|||||
Due to affiliate |
240 |
1,088 |
|||||
Deferred revenue |
11,467 |
4,000 |
|||||
Ad valorem taxes payable |
10,550 |
8,329 |
|||||
Accrued interest |
12,286 |
12,310 |
|||||
Accrued environmental remediation |
2,487 |
3,130 |
|||||
Other current liabilities |
12,645 |
11,258 |
|||||
Total current liabilities |
110,052 |
68,989 |
|||||
Long-term debt |
1,257,731 |
1,051,192 |
|||||
Deferred Purchase Price Obligation |
383,934 |
362,959 |
|||||
Noncurrent deferred revenue |
39,504 |
12,707 |
|||||
Noncurrent accrued environmental remediation |
3,149 |
2,214 |
|||||
Other noncurrent liabilities |
4,968 |
7,063 |
|||||
Total liabilities |
1,799,338 |
1,505,124 |
|||||
Series A Preferred Units |
293,616 |
294,426 |
|||||
Common limited partner capital |
902,358 |
1,056,510 |
|||||
General Partner interests |
25,250 |
27,920 |
|||||
Noncontrolling interest |
- |
10,813 |
|||||
Total partners' capital |
1,221,224 |
1,389,669 |
|||||
Total liabilities and partners' capital |
$ |
3,020,562 |
$ |
2,894,793 |
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES |
|||||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
|||||||||||
Three months ended |
Year ended |
||||||||||
2018 |
2017 |
2018 |
2017 |
||||||||
(In thousands, except per-unit amounts) |
|||||||||||
Revenues: |
|||||||||||
Gathering services and related fees |
$ |
84,243 |
$ |
95,543 |
$ |
344,616 |
$ |
394,427 |
|||
Natural gas, NGLs and condensate sales |
42,809 |
23,804 |
134,834 |
68,459 |
|||||||
Other revenues |
6,619 |
6,852 |
27,203 |
25,855 |
|||||||
Total revenues |
133,671 |
126,199 |
506,653 |
488,741 |
|||||||
Costs and expenses: |
|||||||||||
Cost of natural gas and NGLs |
36,112 |
20,909 |
107,661 |
57,237 |
|||||||
Operation and maintenance |
23,426 |
23,871 |
96,878 |
93,882 |
|||||||
General and administrative |
13,211 |
14,311 |
52,877 |
54,681 |
|||||||
Depreciation and amortization |
26,896 |
29,291 |
107,100 |
115,475 |
|||||||
Transaction costs |
— |
(46) |
— |
73 |
|||||||
Loss (gain) on asset sales, net |
6 |
(3) |
— |
527 |
|||||||
Long-lived asset impairment |
5,059 |
187,125 |
7,186 |
188,702 |
|||||||
Total costs and expenses |
104,710 |
275,458 |
371,702 |
510,577 |
|||||||
Other (expense) income |
(247) |
84 |
(169) |
298 |
|||||||
Interest expense |
(15,714) |
(16,248) |
(60,535) |
(68,131) |
|||||||
Early extinguishment of debt |
— |
(19) |
— |
(22,039) |
|||||||
Deferred Purchase Price Obligation |
32,784 |
145,648 |
(20,975) |
200,322 |
|||||||
Income (loss) before income taxes and (loss) income from equity method investees |
45,784 |
(19,794) |
53,272 |
88,614 |
|||||||
Income tax income (expense) |
55 |
76 |
(33) |
(341) |
|||||||
(Loss) income from equity method investees |
(7,185) |
1,468 |
(10,888) |
(2,223) |
|||||||
Net income (loss) |
$ |
38,654 |
$ |
(18,250) |
$ |
42,351 |
$ |
86,050 |
|||
Earnings (loss) per limited partner unit: |
|||||||||||
Common unit – basic |
$ |
0.39 |
$ |
(0.32) |
$ |
0.06 |
$ |
0.99 |
|||
Common unit – diluted |
$ |
0.39 |
$ |
(0.32) |
$ |
0.06 |
$ |
0.98 |
|||
Weighted-average limited partner units outstanding: |
|||||||||||
Common units – basic |
73,369 |
73,068 |
73,304 |
72,705 |
|||||||
Common units – diluted |
73,767 |
73,068 |
73,615 |
73,047 |
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES |
|||||||||||
UNAUDITED OTHER FINANCIAL AND OPERATING DATA |
|||||||||||
Three months ended |
Year ended |
||||||||||
2018 |
2017 |
2018 |
2017 |
||||||||
(Dollars in thousands) |
|||||||||||
Other financial data: |
|||||||||||
Net income (loss) |
$ |
38,654 |
$ |
(18,250) |
$ |
42,351 |
$ |
86,050 |
|||
Net cash provided by operating activities |
$ |
61,437 |
$ |
41,335 |
$ |
227,929 |
$ |
237,832 |
|||
Capital expenditures |
$ |
63,553 |
$ |
38,009 |
$ |
200,586 |
$ |
124,215 |
|||
Contributions to equity method investees |
$ |
4,924 |
$ |
3,932 |
$ |
4,924 |
$ |
25,513 |
|||
Adjusted EBITDA |
$ |
76,865 |
$ |
72,923 |
$ |
294,085 |
$ |
290,387 |
|||
Distributable cash flow |
$ |
44,361 |
$ |
49,173 |
$ |
179,302 |
$ |
205,010 |
|||
Distributions declared (1) |
$ |
45,280 |
$ |
45,054 |
$ |
180,932 |
$ |
179,705 |
|||
Distribution coverage ratio (2) |
0.98x |
1.09x |
0.99x |
1.14x |
|||||||
Operating data: |
|||||||||||
Aggregate average daily throughput – natural gas (MMcf/d) |
1,533 |
1,761 |
1,673 |
1,748 |
|||||||
Aggregate average daily throughput – liquids (Mbbl/d) |
108.9 |
74.1 |
94.9 |
75.2 |
|||||||
Ohio Gathering average daily throughput (MMcf/d) (3) |
780 |
825 |
769 |
766 |
__________ |
(1) Represents distributions declared to common unitholders in respect of a given period. For example, for the three months ended December 31, 2018, represents the distributions paid in February 2019. |
(2) Distribution coverage ratio calculation for the three months ended December 31, 2018 and 2017 is based on distributions declared to common unitholders in respect of the fourth quarter of 2018 and 2017. Represents the ratio of distributable cash flow to distributions declared. |
(3) Gross basis, represents 100% of volume throughput for Ohio Gathering, based on a one-month lag. |
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES |
|||||||||||
UNAUDITED RECONCILIATION OF REPORTABLE SEGMENT ADJUSTED EBITDA |
|||||||||||
TO ADJUSTED EBITDA |
|||||||||||
Three months ended |
Year ended |
||||||||||
2018 |
2017 |
2018 |
2017 |
||||||||
(In thousands) |
|||||||||||
Reportable segment adjusted EBITDA (1): |
|||||||||||
Utica Shale |
$ |
5,826 |
$ |
8,154 |
$ |
30,285 |
$ |
34,011 |
|||
Ohio Gathering (2) |
10,386 |
12,045 |
39,969 |
41,246 |
|||||||
Williston Basin |
21,852 |
15,237 |
76,701 |
66,413 |
|||||||
DJ Basin |
3,030 |
1,931 |
7,558 |
6,624 |
|||||||
Permian Basin |
(309) |
- |
(1,200) |
- |
|||||||
Piceance Basin |
28,832 |
29,550 |
111,042 |
111,113 |
|||||||
Barnett Shale |
11,498 |
10,308 |
43,268 |
46,232 |
|||||||
Marcellus Shale |
5,498 |
6,113 |
24,267 |
23,888 |
|||||||
Total |
$ |
86,613 |
$ |
83,338 |
$ |
331,890 |
$ |
329,527 |
|||
Less Corporate and Other (3) |
9,748 |
10,415 |
37,805 |
39,140 |
|||||||
Adjusted EBITDA |
$ |
76,865 |
$ |
72,923 |
$ |
294,085 |
$ |
290,387 |
__________ |
(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) unit-based and noncash compensation, (vi) change in the Deferred Purchase Price Obligation, (vii) early extinguishment of debt expense, (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, based on 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) Corporate and Other represents those results that are not specifically attributable to a reportable segment or that have not been allocated to our reportable segments, including certain general and administrative expense items, natural gas and crude oil marketing services, transaction costs, interest expense, early extinguishment of debt and a change in the Deferred Purchase Price Obligation. |
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES |
|||||||||||
UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES |
|||||||||||
Three months ended |
Year ended |
||||||||||
2018 |
2017 |
2018 |
2017 |
||||||||
(In thousands) |
|||||||||||
Reconciliations of net income or loss to adjusted EBITDA and distributable cash flow: |
|||||||||||
Net income (loss) |
$ |
38,654 |
$ |
(18,250) |
$ |
42,351 |
$ |
86,050 |
|||
Add: |
|||||||||||
Interest expense |
15,714 |
16,248 |
60,535 |
68,131 |
|||||||
Income tax (benefit) expense |
(55) |
(76) |
33 |
341 |
|||||||
Depreciation and amortization (1) |
27,015 |
29,140 |
106,767 |
114,872 |
|||||||
Proportional adjusted EBITDA for equity method investees (2) |
10,386 |
12,045 |
39,969 |
41,246 |
|||||||
Adjustments related to MVC shortfall payments (3) |
2,909 |
(8,187) |
(3,632) |
(41,373) |
|||||||
Adjustments related to capital reimbursement activity (4) |
(476) |
— |
(427) |
— |
|||||||
Unit-based and noncash compensation |
2,140 |
1,978 |
8,328 |
7,951 |
|||||||
Deferred Purchase Price Obligation (5) |
(32,784) |
(145,648) |
20,975 |
(200,322) |
|||||||
Early extinguishment of debt (6) |
— |
19 |
— |
22,039 |
|||||||
Loss (gain) on asset sales, net |
6 |
(3) |
— |
527 |
|||||||
Long-lived asset impairment |
5,059 |
187,125 |
7,186 |
188,702 |
|||||||
Other, net (7) |
1,112 |
— |
1,112 |
— |
|||||||
Less: |
|||||||||||
Income (loss) from equity method investees |
(7,185) |
1,468 |
(10,888) |
(2,223) |
|||||||
Adjusted EBITDA |
$ |
76,865 |
$ |
72,923 |
$ |
294,085 |
$ |
290,387 |
|||
Less: |
|||||||||||
Cash interest paid |
20,552 |
24,078 |
64,678 |
71,488 |
|||||||
Cash paid for taxes |
— |
— |
175 |
— |
|||||||
Senior notes interest adjustment (8) |
(3,063) |
(7,855) |
— |
(5,261) |
|||||||
Distributions to Series A Preferred unitholders (9) |
14,250 |
2,375 |
28,500 |
2,375 |
|||||||
Series A Preferred units distribution adjustment (10) |
(7,125) |
1,188 |
— |
1,188 |
|||||||
Maintenance capital expenditures |
7,890 |
3,964 |
21,430 |
15,587 |
|||||||
Distributable cash flow |
$ |
44,361 |
$ |
49,173 |
$ |
179,302 |
$ |
205,010 |
|||
Distributions declared (11) |
$ |
45,280 |
$ |
45,054 |
$ |
180,932 |
$ |
179,705 |
|||
Distribution coverage ratio (12) |
0.98x |
1.09x |
0.99x |
1.14x |
__________ |
(1) Includes the amortization expense associated with our favorable and unfavorable gas gathering contracts as reported in other revenues. |
(2) Reflects our proportionate share of Ohio Gathering adjusted EBITDA, based on a one-month lag. |
(3) Adjustments related to MVC shortfall payments for the three months and year ended December 31, 2017 account for (i) the net increases or decreases in deferred revenue for MVC shortfall payments and (ii) our inclusion of expected annual MVC shortfall payments. For the three months and year ended December 31, 2018, adjustments related to MVC shortfall payments are recognized in gathering services and related fees. |
(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) Early extinguishment of debt includes $17.9 million paid for redemption and call premiums, as well as $4.1 million of unamortized debt issuance costs which were written off in connection with the repurchase of the outstanding $300.0 million 7.5% Senior Notes in the first quarter of 2017. |
(7) Represents items of income or loss that we characterize as unrepresentative of our ongoing operations, including, in the three months and year ended December 31, 2018, $1.1 million of severance compensation expense associated with the resignation of our Chief Financial Officer in December 2018. |
(8) 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. |
(9) Distributions on the Series A preferred units are paid in cash 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. |
(10) Series A Preferred unit distribution adjustment represents the net of distributions paid and accrued on the Series A Preferred units. |
(11) Represents distributions declared to common unitholders in respect of a given period. For example, for the three months ended December 31, 2018, represents the distributions paid in February 2019. |
(12) Distribution coverage ratio calculation for the three months ended December 31, 2018 and 2017 is based on distributions declared in respect of the fourth quarter of 2018 and 2017. Represents the ratio of distributable cash flow to distributions declared. |
SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES |
|||||
UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES |
|||||
Year ended December 31, |
|||||
2018 |
2017 |
||||
(In thousands) |
|||||
Reconciliation of net cash provided by operating activities to adjusted EBITDA and distributable cash flow: |
|||||
Net cash provided by operating activities |
$ |
227,929 |
$ |
237,832 |
|
Add: |
|||||
Interest expense, excluding amortization of debt issuance costs |
56,250 |
63,973 |
|||
Income tax expense |
33 |
341 |
|||
Changes in operating assets and liabilities |
8,122 |
28,890 |
|||
Proportional adjusted EBITDA for equity method investees (1) |
39,969 |
41,246 |
|||
Adjustments related to MVC shortfall payments (2) |
(3,632) |
(41,373) |
|||
Adjustments related to capital reimbursement activity (3) |
(427) |
— |
|||
Other, net (4) |
1,112 |
— |
|||
Less: |
|||||
Distributions from equity method investees |
35,271 |
40,220 |
|||
Write-off of debt issuance costs |
— |
302 |
|||
Adjusted EBITDA |
$ |
294,085 |
$ |
290,387 |
|
Less: |
|||||
Cash interest paid |
64,678 |
71,488 |
|||
Cash paid for taxes |
175 |
— |
|||
Senior notes interest adjustment (5) |
— |
(5,261) |
|||
Distributions to Series A Preferred unitholders (6) |
28,500 |
2,375 |
|||
Series A Preferred units distribution adjustment (7) |
— |
1,188 |
|||
Maintenance capital expenditures |
21,430 |
15,587 |
|||
Distributable cash flow |
$ |
179,302 |
$ |
205,010 |
__________ |
(1) Reflects our proportionate share of Ohio Gathering adjusted EBITDA, based on a one-month lag. |
(2) Adjustments related to MVC shortfall payments for the year ended December 31, 2017 account for (i) the net increases or decreases in deferred revenue for MVC shortfall payments and (ii) our inclusion of expected annual MVC shortfall payments. For the year ended December 31, 2018, 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, including, in the three months and year ended December 31, 2018, $1.1 million of severance compensation expense associated with the resignation of our Chief Financial Officer in December 2018. |
(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) Distributions on the Series A Preferred units are paid in cash 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. |
(7) Series A Preferred unit distribution adjustment represents the net of distributions paid and accrued on the Series A Preferred units. |
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SOURCE
Blake Motley, Vice President of Strategy and Head of Investor Relations, 832-930-7539, ir@summitmidstream.com