0001564590-21-025535 | 10-Q | XBRL Viewer | Summit Midstream Partners LP

REVENUE

3. REVENUE

Performance obligations. The following table presents estimated revenue expected to be recognized during the remainder of 2021 and over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated minimum volume commitments.

	2021		2022		2023		2024		2025		Thereafter

Gathering services and related fees	$	74,014	$	84,215	$	66,330	$	49,872	$	32,996	$	22,078

Revenue by Category. In the following table, revenue is disaggregated by geographic area and major products and services. For more detailed information about reportable segments, see Note 15 – Segment Information.

	Three Months Ended March 31, 2021
	Gathering services and related fees		Natural gas, NGLs and condensate sales		Other revenues		Total
	(in thousands)
Reportable Segments:
Utica Shale	$	8,572	$	—	$	—	$	8,572
Williston Basin		12,633		12,227		4,506		29,366
DJ Basin		6,263		110		704		7,077
Permian Basin		2,199		6,518		116		8,833
Piceance Basin		24,784		1,853		1,177		27,814
Barnett Shale		9,696		55		1,061		10,812
Marcellus Shale		6,201		—		—		6,201
Total reportable segments		70,348		20,763		7,564		98,675
All other segments		—		—		643		643
Total	$	70,348	$	20,763	$	8,207	$	99,318

	Three Months Ended March 31, 2020
	Gathering services and related fees		Natural gas, NGLs and condensate sales		Other revenues		Total
	(in thousands)
Reportable Segments:
Utica Shale	$	6,962	$	—	$	—	$	6,962
Williston Basin		23,797		4,324		3,142		31,263
DJ Basin		6,855		70		1,034		7,959
Permian Basin		2,311		4,512		187		7,010
Piceance Basin		27,189		1,003		1,065		29,257
Barnett Shale		10,443		3,871		1,260		15,574
Marcellus Shale		6,235		—		—		6,235
Total reportable segments		83,792		13,780		6,688		104,260
All other segments		—		—		643		643
Total	$	83,792	$	13,780	$	7,331	$	104,903

Contract balances. Contract assets relate to the Partnership’s rights to consideration for work completed but not billed at the reporting date and consist of the estimated MVC shortfall payments expected from its customers and unbilled activity associated with contributions in aid of construction. Contract assets are transferred to trade receivables when the rights become unconditional. The following table provides information about contract assets from contracts with customers:

	2021
	(In thousands)
Contract assets, January 1,	$	2,026
Additions		2,840
Transfers out		(973	)
Contract assets, March 31,	$	3,893

As of March 31, 2021, receivables with customers totaled $48.3 million and contract assets totaled $3.9 million and were included in the accounts receivable caption on the unaudited condensed consolidated balance sheets.

As of December 31, 2020, receivables with customers totaled $57.5 million and contract assets totaled $2.0 million which were included in the accounts receivable caption on the unaudited condensed consolidated balance sheets.

Contract liabilities (deferred revenue) relate to the advance consideration received from customers primarily for contributions in aid of construction. The Partnership recognizes contract liabilities under these arrangements in revenue over the contract period. For the three months ended March 31, 2021 and 2020, the Partnership recognized $1.1 million and $2.4 million of gathering services and related fees, respectively, which were included in the contract liability balance as of the beginning of the period. See Note 6 – Deferred Revenue for additional details.

Property Plant And Equipment [Abstract]

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

PROPERTY, PLANT, AND EQUIPMENT, NET

3 Months Ended

Mar. 31, 2021

PROPERTY, PLANT, AND EQUIPMENT, NET

4. PROPERTY, PLANT AND EQUIPMENT, NET

Details of the Partnership’s property, plant and equipment follows.

	March 31, 2021			December 31, 2020
	(In thousands)
Gathering and processing systems and related equipment	$	2,215,053		$	2,213,501
Construction in progress		51,071			60,443
Land and line fill		10,440			10,440
Other		61,315			61,340
Total		2,337,879			2,345,724
Less: accumulated depreciation		(549,657	)		(528,178	)
Property, plant and equipment, net	$	1,788,222		$	1,817,546

Depreciation expense and capitalized interest for the Partnership follows.

	Three Months Ended March 31,
	2021		2020
	(In thousands)
Depreciation expense	$	21,466	$	21,698
Capitalized interest	$	1,060	$	491

EQUITY METHOD INVESTMENTS

3 Months Ended

Mar. 31, 2021

Equity Method Investments And Joint Ventures [Abstract]

EQUITY METHOD INVESTMENTS

5. EQUITY METHOD INVESTMENTS

Double E. The Partnership is responsible for leading the development, permitting and construction of the Double E Project. During the three month periods ended March 31, 2021 and 2020, the Partnership made cash investments of $5.6 million and $58.0 million, respectively, in the Double E Project. Other than the investment activity noted above, Double E did not have any results of operations for the three months ended March 31, 2021, given that the Double E Project is currently under development.

Ohio Gathering. As of March 31, 2021 and December 31, 2020, the Partnership’s ownership interest in Ohio Gathering was 38.0% and 38.2%, respectively. A reconciliation of the difference between the carrying amount of the Partnership’s interest in Ohio Gathering and the Partnership’s underlying investment per Ohio Gathering's books and records is provided in the table below as of March 31, 2021.

	2021
	(In thousands)
Investment in Ohio Gathering, March 31,	$	256,430
March cash distributions		2,196
Basis difference		214,426
Investment in Ohio Gathering (Books and records), February 28,	$	473,052

DEFERRED REVENUE

3 Months Ended

Mar. 31, 2021

Contract With Customer Liability Disclosure [Text Block]

6. DEFERRED REVENUE

A rollforward of current deferred revenue follows.

	Total
	(In thousands)
Current deferred revenue, January 1, 2021	$	9,988
Add: additions		1,273
Less: revenue recognized		(1,244)
Current deferred revenue, March 31, 2021	$	10,017

A rollforward of noncurrent deferred revenue follows.

	Total
	(In thousands)
Noncurrent deferred revenue, January 1, 2021	$	48,250
Add: additions		667
Less: reclassification to current deferred revenue		(1,273)
Noncurrent deferred revenue, March 31, 2021	$	47,644

DEBT

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

DEBT

7. DEBT

Debt for the Partnership at March 31, 2021 and December 31, 2020, follows:

	March 31, 2021			December 31, 2020
	(In thousands)
Revolving Credit Facility: Summit Holdings' variable rate senior secured Revolving Credit Facility due May 13, 2022	$	802,000		$	857,000
Permian Transmission Credit Facility: Permian Transmissions' variable rate senior secured Credit Facility due March 8, 2028		17,500			—
Less: unamortized debt issuance costs ⁽¹⁾		(5,105	)		—
2022 Senior Notes: Summit Holdings' 5.5% senior unsecured notes due August 15, 2022		234,047			234,047
Less: unamortized debt issuance costs ⁽¹⁾		(725	)		(859	)
2025 Senior Notes: Summit Holdings' 5.75% senior unsecured notes due April 15, 2025		259,463			259,463
Less: unamortized debt issuance costs ⁽¹⁾		(2,262	)		(2,325	)
Total debt		1,304,918			1,347,326
Less: current portion		—			—
Total long-term debt	$	1,304,918		$	1,347,326

⁽¹⁾ Issuance costs are being amortized over the life of the notes.

Revolving Credit Facility. The Partnership’s wholly owned subsidiary, Summit Holdings, has a senior secured revolving credit facility (the “Revolving Credit Facility”) which allows for revolving loans, letters of credit and swingline loans. The Revolving Credit Facility has a $1.1 billion borrowing capacity and matures on May 13, 2022. At March 31, 2021, the applicable margin under LIBOR borrowings was 2.75%, the interest rate was 2.86% and the unused portion of the Revolving Credit Facility totaled $275.9 million, subject to a commitment fee of 0.50%, after giving effect to the issuance of $22.1 million in outstanding but undrawn irrevocable standby letters of credit. Based on covenant limits, the Partnership’s available borrowing capacity under the Revolving Credit Facility as of March 31, 2021 was approximately $115.0 million.

The Revolving Credit Facility includes three financial performance covenants which require Summit Holdings to maintain (i) a ratio of consolidated trailing 12-month earnings before interest, income taxes, depreciation and amortization (“EBITDA”) to net interest expense of not less than 2.50 to 1.00, as defined in the credit agreement, (ii) a ratio of total net indebtedness to consolidated trailing 12-month EBITDA of not more than 5.75 to 1.00 and (iii) a ratio of first lien net indebtedness to consolidated trailing 12-month EBITDA of not more than 3.50 to 1.00. As of and during the three months ended March 31, 2021, the Partnership was in compliance with the Revolving Credit Facility's financial covenants and there were no defaults or events of default.

Permian Transmission Credit Facility. On March 8, 2021 (the “Closing Date”), the Partnership’s unrestricted subsidiary, Permian Transmission, entered into a Credit Agreement which allows for $175.0 million of senior secured credit facilities (the “Permian Transmission Credit Facilities”), including a $160.0 million Term Loan Facility (the “Term Loan Facility”) and a $15.0 million Working Capital Facility (the “Working Capital Facility”). The Permian Transmission Credit Facilities can be used to finance Permian Transmission’s capital calls associated with its investment in Double E, debt service and other general corporate purposes. Unexpended proceeds from draws on the Permian Transmission Credit Facilities are classified as restricted cash on the accompanying condensed consolidated balance sheets.

The Permian Transmission Credit Facilities mature on the earlier of (i) the sixth anniversary of the term conversion date and (ii) seven years after the initial funding date, which occurred on the March 8, 2021. Loans under the Permian Transmission Credit Facilities are subject to varying rates of interest based on whether the loan is an Adjusted LIBOR borrowing (as defined in the credit agreement) or Alternate Base Rate (“ABR”) borrowing (as defined in the credit agreement). Adjusted LIBOR borrowings bear interest at (i) from the Closing Date to the fifth anniversary of the Closing Date, Adjusted LIBOR (as defined in the credit agreement) plus 2.375% and (ii) thereafter, Adjusted LIBOR plus 2.625%. ABR borrowings bear interest at (i) from the Closing Date to the fifth anniversary of the Closing Date, ABR (as defined in the credit agreement) plus 1.375% and (ii) thereafter, ABR plus 1.625%.

The term conversion date will occur upon satisfaction of customary conditions, including bringing the Double E project into service pursuant to its transportation agreements. The Permian Transmission Credit Facilities include customary representations and warranties, affirmative covenants, negative covenants, and events of default with customary cure periods, knowledge qualifiers and materiality qualifiers. Events of default include non-payment of principal and interest, noncompliance with affirmative and negative covenants, inaccuracy of representations and warranties, not achieving term conversion by a specified date, termination of material contracts, revocation of material permits and other customary events of default. Permian Transmission is required to take all actions, within its control, to comply with any such covenants that apply to Double E. Secured interests in the equity and assets of Permian Transmission, including its 70% direct membership interest in Double E, have been pledged as collateral under the Credit Facilities.

Upon term conversion, the Permian Transmission Credit Facilities will amortize based on a 10-year sculpted amortization schedule. Permian Transmission will also be required to maintain a 6-month debt service reserve, which can be supported by letters of credit issued under the Working Capital Facility. In addition, the Credit Facilities allow for restricted payments so long as there are no defaults or events of default, Permian Transmission maintains a 1.20x debt service coverage ratio and complies with the debt service reserve requirements and there is no breach of a material contract that would have a material adverse effect on distributions to Permian Transmission.

As of March 31, 2021, the applicable margin under Adjusted LIBOR borrowings was 2.375%, the interest rate was 2.5% and the unused portion of the Permian Transmission Credit Facilities totaled $157.5 million, subject to a commitment fee of 0.70% as of March 31, 2021. Based on covenant limits, the Partnership’s available borrowing capacity under the Permian Transmission Credit Facilities, as of March 31, 2021, was approximately $155.5 million. As of and during the period from the Closing Date to March 31, 2021, the Partnership was in compliance with the Permian Transmission Credit Facilities financial covenants. There were no defaults or events of default during the period from the Closing Date to March 31, 2021.

2022 Senior Notes. The 2022 Senior Notes are senior, unsecured obligations and rank equally in right of payment with all of our existing and future senior obligations. The 2022 Senior Notes are effectively subordinated in right of payment to all secured indebtedness, to the extent of the collateral securing such indebtedness.

Summit Holdings and Finance Corp., the co-issuers of the 2022 Senior Notes (the “Co-Issuers”) may redeem all or part of the 2022 Senior Notes at a redemption price of 100.000%, plus accrued and unpaid interest, if any. Debt issuance costs of $5.1 million are being amortized over the life of the 2022 Senior Notes.

As of and during the three month period ended March 31, 2021, that Partnership was in compliance with the financial covenants governing its 2022 Senior Notes.

2025 Senior Notes. The 2025 Senior Notes are senior, unsecured obligations and rank equally in right of payment with all of the Partnership’s existing and future senior obligations. The 2025 Senior Notes are effectively subordinated in right of payment to all of the Partnership’s secured indebtedness, to the extent of the collateral securing such indebtedness.

As of March 31, 2021, the Co-Issuers have the right to redeem all or part of the 2025 Senior Notes at a redemption price of 104.313%. On and after April 15, 2021, the Co-Issuers may redeem all or part of the 2025 Senior Notes at a redemption price of 102.875% (with the redemption price declining ratably each year to 100.000% on April 15, 2023), plus accrued and unpaid interest, if any, to, but not including the redemption date. Debt issuance costs of $7.7 million are being amortized over the life of the 2025 Senior Notes.

As of and during the three month period ended March 31, 2021, that Partnership was in compliance with the financial covenants governing its 2025 Senior Notes.

FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

FINANCIAL INSTRUMENTS

8. FINANCIAL INSTRUMENTS

Fair Value. A summary of the estimated fair value of our financial instruments follows.

	March 31, 2021				December 31, 2020
	Carrying Value, Net		Estimated fair value (Level 2)		Carrying Value, Net		Estimated fair value (Level 2)
	(in thousands)
2022 Senior Notes	$	233,322	$	228,391	$	233,188	$	215,713
2025 Senior Notes		257,201		214,814		257,138		168,002

The balance sheet carrying values for the Revolving Credit Facility and the Permian Transmission Credit Facility represent fair value due to their floating interest rates. The fair value for the Senior Notes is based on an average of nonbinding broker quotes as of March 31, 2021 and December 31, 2020. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value of the Senior Notes.

Interest Rate Swaps. In connection with the 2021 establishment of the Permian Transmission Credit Facility, the Partnership entered into $161.5 million of notional amount interest rate swaps to manage its exposure to variability in expected cash flows attributable to interest rate risk. Interest rate swaps convert a portion of the Partnership’s variable rate debt to fixed rate debt. The Partnership chooses counterparties for its derivative instruments that it believes are creditworthy at the time the transactions are entered into, and the Partnership actively monitors the creditworthiness where applicable. However, there can be no assurance that a counterparty will be able to meet its obligations to the Partnership. The Partnership presents its derivative positions on a gross basis and does not net the asset and liability positions.

As of March 31, 2021, the Partnership’s swap agreements had a fair value of less than $0.1 million and are recorded within Other assets on the condensed consolidated balance sheets.

PARTNERS' CAPITAL AND MEZZANINE CAPITAL

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

PARTNERS' CAPITAL AND MEZZANINE CAPITAL

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

9. PARTNERS' CAPITAL AND MEZZANINE CAPITAL

Common Units. A rollforward of the number of issued and outstanding common limited partner units follows for the period from December 31, 2020 to March 31, 2021.

	Common Units
Units, December 31, 2020		6,110,092
Common units issued for SMLP LTIP, net		95,929
Units, March 31, 2021		6,206,021

Series A Preferred Units. In 2017, the Partnership issued 300,000 Series A Preferred Units at a price to the public of $1,000 per unit. As of March 31, 2021, the Partnership had 162,109 Series A Preferred Units outstanding. On March 10, 2021, the Partnership commenced an offer to exchange its Series A Preferred Units for up to 2,160,000 (the “Maximum Exchange Amount”) newly issued common units (the “2021 Exchange Offer”), with each participating holder receiving 27 common units for each Series A Preferred Unit properly tendered (and not validly withdrawn) (the “Exchange Consideration”). On March 23, 2021, the Partnership announced an increase of the Exchange Consideration to 30 common units for each Series A Preferred Unit properly tendered (and not validly withdrawn), and a corresponding increase in the Maximum Exchange Amount to 2,400,000 newly issued common units. The 2021 Exchange Offer expired on April 13, 2021. As a result of the 2021 Exchange Offer, the Partnership exchanged 18,662 Series A Preferred Units at a ratio of 30 common units per Series A Preferred Unit for a total of 538,715 SMLP common units, net of units withheld for withholding taxes. Upon completion of the 2021 Exchange Offer on April 15, 2021, the Partnership has 143,447 Series A Preferred Units outstanding.

Subsidiary Series A Preferred Units. The Partnership records its Subsidiary Series A Preferred Units at fair value upon issuance, net of issuance costs, and subsequently records an effective interest method accretion amount each reporting period to accrete the carrying value to a most probable redemption value that is based on a predetermined internal rate of return measure. If the Partnership elects to make payment-in-kind (“PIK”) distributions to holders of its Subsidiary Series A Preferred Units, these PIK distributions increase the liquidation preference on each Subsidiary Series A Preferred Unit. Net Income (Loss) attributable to common limited partners includes adjustments for PIK distributions and redemption accretion.

During the three months ended March 31, 2021, the Partnership elected to make PIK distributions and issued 1,494 Subsidiary Series A Preferred Units. As of March 31, 2021, the Partnership has 86,802 Subsidiary Series A Preferred Units issued and outstanding.

If the Subsidiary Series A Preferred Units were redeemed on March 31, 2021, the redemption amount would be $108.5 million when considering the applicable multiple of invested capital metric and make-whole amount provisions contained in the Subsidiary Series A Preferred Unit agreement.

The following table shows the change in our Subsidiary Series A Preferred Unit balance from January 1, 2021 to March 31, 2021:

	2021
	(in thousands)
Balance at January 1,	$	89,658
PIK distributions		1,494
Redemption accretion		2,438
Balance at March 31,	$	93,590

Warrants. On May 28, 2020, and in connection with the GP Buy-In Transaction, the Partnership issued (i) a warrant to purchase up to 537,307 SMLP common units (8,059,609 SMLP common units prior to the Reverse Unit Split) to ECP NewCo (the “ECP NewCo Warrant”) and (ii) a warrant to purchase up to 129,360 SMLP common units (1,940,391 SMLP common units prior to the Reverse Unit Split) to ECP Holdings (the “ECP Holdings Warrant” and together with the ECP NewCo Warrant, the “ECP Warrants”). The exercise price under the ECP Warrants is $15.345 per SMLP common unit ($1.025 prior to the Reverse Unit Split) and the Partnership may issue a maximum of 666,667 SMLP common units (10,000,000 SMLP common units prior to the Reverse Unit Split) under the ECP Warrants.

Upon exercise of the ECP Warrants, each of ECP NewCo and ECP Holdings may receive, at its election: (i) a number of SMLP common units equal to the number of SMLP common units for which the ECP Warrants are being exercised, if exercising the ECP Warrants by cash payment of the exercise price; (ii) a number of SMLP common units equal to the product of the number of common units being exercised multiplied by (a) the difference between the average of the daily volume-weighted average price (“VWAP”) of the SMLP common units on the NYSE on each of the three trading days prior to the delivery of the notice of exercise (the “VWAP Average”) and the exercise price (the “VWAP Difference”), divided by (b) the VWAP Average; and/or (iii) an amount in cash, to the extent that the payment of such cash would not result in any violation of any financial covenant under the Revolving Credit Facility, and the Partnership’s leverage ratio would be at least 0.5x less than the maximum

applicable ratio set forth in the Revolving Credit Facility, equal to the product of (a) the number of SMLP common units exercised and (b) the VWAP Difference, subject to certain adjustments under the ECP Warrants.

The ECP Warrants are subject to standard anti-dilution adjustments for stock dividends, stock splits (including reverse splits) and recapitalizations and are exercisable at any time on or before May 28, 2023. Upon exercise of the ECP Warrants, the proceeds to the holders of the ECP Warrants, whether in the form of cash or common units, will be capped at $30.00 ($2.00 prior to the Reverse Unit Split) per SMLP common unit above the exercise price.

At March 31, 2021, the ECP Warrants were valued at $3.4 million using the Black-Scholes model and accounted for as a liability instrument.

Cash Distribution Policy. In connection with the GP Buy-In Transaction, the Partnership suspended its cash distributions to holders of its common units, commencing with respect to the quarter ending March 31, 2020. Upon the resumption of distributions, the Partnership Agreement requires that it distribute all available cash, subject to reserves established by its General Partner, within 45 days after the end of each quarter to unitholders of record on the applicable record date. The amount of distributions paid under this policy is subject to fluctuations based on the amount of cash the Partnership generates from its business and the decision to make any distribution is determined by the General Partner, taking into consideration the terms of the Partnership Agreement. The Partnership’s last distribution was paid on February 14, 2020, to unitholders of record at the close of business on February 7, 2020.

EARNINGS PER UNIT

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

EARNINGS PER UNIT

10. EARNINGS PER UNIT

The following table details the components of EPU.

	Three Months Ended March 31,
	2021			2020
	(In thousands, except per-unit amounts)
Numerator for basic and diluted EPU:
Allocation of net income (loss) among limited partner interests:
Net income (loss)	$	8,988		$	3,762
Net (income) loss attributable to Subsidiary Series A Preferred Units		(3,932	)		(945	)
Net loss attributable to noncontrolling interest		—			1,881
Net income (loss) attributable to Summit Midstream Partners, LP		5,056			4,698

Less: Net income attributable to Series A Preferred Units		(4,287	)		(7,125	)

Net income (loss) attributable to common limited partners	$	769		$	(2,427	)

Denominator for basic and diluted EPU:
Weighted-average common units outstanding – basic		6,125			3,021
Effect of nonvested phantom units		135			—
Weighted-average common units outstanding – diluted		6,260			3,021

Net Income (Loss) per limited partner unit:
Common unit – basic	$	0.13		$	(0.80	)
Common unit – diluted	$	0.12		$	(0.80	)

Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU		44			126

SUPPLEMENTAL CASH FLOW INFORMATION

3 Months Ended

Mar. 31, 2021

Supplemental Cash Flow Elements [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

11. SUPPLEMENTAL CASH FLOW INFORMATION

	Three Months Ended March 31,
	2021		2020
	(In thousands)
Supplemental cash flow information:
Cash interest paid	$	12,885	$	19,660
Less: capitalized interest		1,060		491
Interest paid (net of capitalized interest)	$	11,825	$	19,169

Cash paid for taxes	$	—	$	—

Noncash investing and financing activities:
Capital expenditures in trade accounts payable (period-end accruals)	$	5,613	$	13,765
Accretion of Subsidiary Series A Preferred Units		2,438		—

UNIT-BASED AND NONCASH COMPENSATION

3 Months Ended

Mar. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

UNIT-BASED AND NONCASH COMPENSATION

12. UNIT-BASED AND NONCASH COMPENSATION

SMLP Long-Term Incentive Plan. The Partnership’s Long-Term Incentive Plan (“SMLP LTIP”) provides for equity awards to eligible officers, employees, consultants and directors of the Partnership, thereby linking the recipients’ compensation directly to SMLP’s performance. Items to note:

•

During the quarterly period ended March 31, 2021, the Partnership granted 148,822 phantom units and associated distribution equivalent rights to employees in connection with the Partnership’s annual incentive compensation award cycle. These awards had a grant date fair value of $20.42 per common unit and vest ratably over a three-year period.

•

During the quarterly period ended March 31, 2021, the Partnership issued 40,002 common units to the Partnership’s six independent directors in connection with their annual compensation plan. These awards had a grant date fair value of $28.99 and vested immediately.

•

As of March 31, 2021, approximately 0.3 million common units remained available for future issuance under the SMLP LTIP.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

13. COMMITMENTS AND CONTINGENCIES

Environmental Matters. Although the Partnership believes that it is in material compliance with applicable environmental regulations, the risk of environmental remediation costs and liabilities are inherent in pipeline ownership and operation. Furthermore, the Partnership can provide no assurances that significant environmental remediation costs and liabilities will not be incurred in the future. The Partnership is currently not aware of any material contingent liabilities that exist with respect to environmental matters, except as noted below.

In 2015, the Partnership learned of the rupture of a four-inch produced water gathering pipeline on the Meadowlark Midstream system near Williston, North Dakota (“Meadowlark Rupture”). The Meadowlark Rupture, which was covered by Summit Investments’ insurance policies, was subject to maximum coverage of $25.0 million from its pollution liability insurance policy and $200.0 million from its property and business interruption insurance policy. The pollution liability policy was exhausted in 2015. Prior to the GP Buy-In Transaction, Summit Investments and SMP Holdings indemnified the Partnership for certain obligations and liabilities related to the incident. As a result of the GP Buy-In Transaction, the Partnership is no longer indemnified for these obligations.

A rollforward of the Partnership’s undiscounted accrued environmental remediation follows and is primarily related to the Meadowlark Rupture.

	Total
	(In thousands)
Accrued environmental remediation, December 31, 2020	$	2,929
Payments made		(86	)
Additional accruals		410
Accrued environmental remediation, March 31, 2021	$	3,253

As of March 31, 2021, the Partnership has recognized (i) a current liability for remediation effort expenditures expected to be incurred within the next 12 months and (ii) a noncurrent liability for estimated remediation expenditures expected to be incurred subsequent to March 31, 2022. Each of these amounts represent the Partnership’s best estimate for costs expected to be incurred. Neither of these amounts have been discounted to its present value.

Beginning in 2015, the U.S. Department of Justice (“DOJ”) issued grand jury subpoenas to Summit Investments, the Partnership, our General Partner and Meadowlark Midstream requesting certain materials related to the Meadowlark Rupture. On June 19, 2015, Meadowlark Midstream and Summit Investments received a complaint from the North Dakota Industrial Commission seeking approximately $2.5 million in fines and other fees related to the incident. This matter is also under investigation by the U.S. Environmental Protection Agency, the North Dakota Office of the Attorney General, the North Dakota Department of Environmental Quality, and the North Dakota Game and Fish Department. The government’s investigation is still ongoing. During this time, the Partnership has entered ‎into tolling agreements with both the DOJ and the North Dakota attorney general, which ‎were most recently extended to July 7, 2021. There can be no assurance that these tolling agreements will be extended. Discussions with the DOJ and other agencies regarding a resolution of this matter are ongoing. Liability for this incident could arise under civil and misdemeanor and felony criminal statutes, including the Clean Water Act. In accordance with GAAP, the Partnership has accrued a $17.0 million loss contingency for this matter. While the Partnership believes a loss for claims and/or actions arising from the Meadowlark Rupture, whether in a negotiated settlement or as a result of litigation, is probable, due to the complexity of resolving the numerous issues surrounding this matter, at this time the Partnership cannot reasonably predict whether any actual loss, if incurred, would be materially higher or lower than the accrued amount.

Legal Proceedings. The Partnership is involved in various litigation and administrative proceedings arising in the normal course of business. In the opinion of management, any liabilities that may result from these claims or those arising in the normal course of business would not individually or in the aggregate have a material adverse effect on the Partnership's financial position or results of operations.

RESTRUCTURING

3 Months Ended

Mar. 31, 2021

Restructuring And Related Activities [Abstract]

RESTRUCTURING

14. RESTRUCTURING

2020 Restructuring Activities. In 2020, management approved and initiated a plan to restructure its operations (“2020 Restructuring Plan”), resulting in certain management, facility and organizational changes. Under the 2020 Restructuring Plan, and during the quarterly period ended March 31, 2021, the Partnership expensed approximately $0.7 million of costs associated with these restructuring activities. These activities consisted primarily of employee-related severance costs, and are included within the General and administrative caption on the consolidated statement of operations. At March 31, 2021, the Partnership has accrued and unpaid liabilities of $1.0 million associated with the 2020 Restructuring Activities.

2019 Restructuring Activities. In 2019, management approved and initiated a plan to restructure its operations (“2019 Restructuring Plan”), resulting in certain management, facility and organizational changes. Under the 2019 Restructuring Plan, and during the quarterly period ended March 31, 2020, the Partnership expensed approximately $2.8 million of costs associated with these restructuring activities. These activities consisted primarily of employee-related costs and consulting costs in support of the project. These costs are included within the General and administrative caption on the consolidated statement of operations. At March 31, 2021, the Partnership has accrued and unpaid liabilities of less than $0.1 million associated with the 2019 Restructuring Activities.

SEGMENT INFORMATION

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

SEGMENT INFORMATION

15. SEGMENT INFORMATION

As of March 31, 2021, the Partnership’s reportable segments are:

•

the Utica Shale, which is served by Summit Utica;

•

Ohio Gathering, which includes our ownership interest in OGC and OCC;

•

the Williston Basin, which is served by Polar and Divide, Meadowlark Midstream and Bison Midstream;

•

the DJ Basin, which is served by Niobrara G&P;

•

the Permian Basin, which is served by Summit Permian;

•

the Piceance Basin, which is served by Grand River;

•

the Barnett Shale, which is served by DFW Midstream; and

•

the Marcellus Shale, which is served by Mountaineer Midstream.

Each of the Partnership’s reportable segments provides midstream services in a specific geographic area. Reportable segments reflect the way in which the Partnership internally report’s the financial information used to make decisions and allocate resources in connection with the Partnership’s operations.

The Ohio Gathering reportable segment includes the Partnership’s investment in Ohio Gathering. Income or loss from equity method investees, as reflected on the statements of operations, relates to Ohio Gathering and is recognized and disclosed on a one-month lag.

For the three months ended March 31, 2021, other than the investment activity described in Note 5, Double E did not have any results of operations given that the Double E Project is currently under development. The Double E Project is expected to be operational in the fourth quarter of 2021.

Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable (such as Double E); or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items, certain natural gas and crude oil marketing services and transaction costs.

Assets by reportable segment follow.

	March 31, 2021		December 31, 2020
	(In thousands)
Assets ⁽¹⁾:
Utica Shale	$	206,140	$	209,425
Ohio Gathering		256,430		259,888
Williston Basin		413,390		425,873
DJ Basin		196,788		199,920
Permian Basin		168,759		165,765
Piceance Basin		565,002		579,800
Barnett Shale		332,326		336,629
Marcellus Shale		175,656		176,441
Total reportable segment assets		2,314,491		2,353,741
Corporate and Other		158,074		146,076
Total assets	$	2,472,565	$	2,499,817

⁽¹⁾

At March 31, 2021, Corporate and Other included $138.0 million relating to our investment in Double E (included in the Investment in equity method investees caption of the unaudited condensed consolidated balance sheet). At December 31, 2020, Corporate and Other included $132.9 million relating to our investment in Double E.

Segment adjusted EBITDA by reportable segment follows.

	Three Months Ended March 31,
	2021		2020
	(In thousands)
Reportable segment adjusted EBITDA
Utica Shale	$	7,719	$	5,928
Ohio Gathering		6,872		7,939
Williston Basin		10,805		16,192
DJ Basin		5,347		5,911
Permian Basin		709		1,581
Piceance Basin		21,034		23,557
Barnett Shale		8,016		8,760
Marcellus Shale		5,602		5,320
Total of reportable segments' measures of profit	$	66,104	$	75,188

A reconciliation of income or loss before income taxes and income or loss from equity method investees to total of reportable segments' measures of profit follows.

	Three Months Ended March 31,
	2021			2020
	(In thousands)
Reconciliation of income before income taxes and income from equity method investees to total of reportable segments' measures of profit:
Income before income taxes and income from equity method investees	$	6,659		$	438
Add:
Corporate and Other expense		7,796			12,077
Interest expense		13,953			23,828
Depreciation and amortization⁽¹⁾		28,746			29,900
Proportional adjusted EBITDA for equity method investees		6,872			7,939
Adjustments related to MVC shortfall payments		—			(5,442	)
Adjustments related to capital reimbursement activity		(1,245	)		(211	)
Unit-based and noncash compensation		1,967			2,723
(Gain) loss on asset sales, net		(136	)		115
Long-lived asset impairment		1,492			3,821
Total of reportable segments' measures of profit	$	66,104		$	75,188

⁽¹⁾ Includes the amortization expense associated with our favorable gas gathering contracts as reported in other revenues.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS

Exchange Offer. On April 15, 2021, the Partnership completed the 2021 Exchange Offer and accepted for exchange 18,662 Series A Preferred Units for the issuance of 538,715 SMLP common units, net of units withheld for withholding taxes.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Presentation and Consolidation. The Partnership prepares its condensed consolidated financial statements in accordance with GAAP as established by the FASB and pursuant to the rules and regulations of the SEC pertaining to interim financial information. The condensed consolidated financial statements contained in this report include all normal and recurring material adjustments that, in the opinion of management, are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented herein. The Partnership makes estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates, including fair value measurements, the reported amounts of revenues and expenses and the disclosure of commitments and contingencies. Although management believes these estimates are reasonable, actual results could differ from its estimates. The condensed consolidated financial statements contained in this report include the assets, liabilities and results of operations of SMLP and its subsidiaries. All intercompany transactions among the consolidated entities have been eliminated in consolidation. Comprehensive income or loss is the same as net income or loss for all periods presented.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash. We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash that is held by a major bank and has restrictions on its availability to the Partnership is classified as restricted cash. The restricted cash balance of $8.1 million at March 31, 2021 is related to proceeds from the Permian Transmission Credit Facility, which can be used to finance Permian Transmission’s capital calls associated with its investment in Double E, for debt service or other general corporate purposes. See Note 7 - Debt for additional information.
Interest Rate Swaps	Interest Rate Swaps. Interest rate swap agreements are reported as either assets or liabilities on the consolidated balance sheet at fair value. Interest rate swap agreements are not designated as cash-flow hedges, and accordingly, the changes in the fair value are recorded in earnings. The Partnership does not use interest rate swap agreements for speculative purposes.
New Accounting Standards Recently Implemented	New accounting standards recently implemented. ASU No. 2018-13 Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 updates the disclosure requirements on fair value measurements including new disclosures for the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. ASU 2018-13 modifies existing disclosures including clarifying the measurement uncertainty disclosure. ASU 2018-13 removes certain existing disclosure requirements including the amount and reasons for transfers between Level 1 and Level 2 fair value measurements and the policy for the timing of transfer between levels. The adoption of ASU 2018-13 on January 1, 2020 did not have a material impact on the Partnership’s consolidated financial statements or disclosures. ASU No. 2016-13 Financial Instruments – Credit Losses (“ASU 2016-13”). ASU 2016-13 requires the use of a current expected loss model for financial assets measured at amortized cost and certain off-balance sheet credit exposures. Under this model, entities will be required to estimate the lifetime expected credit losses on such instruments based on historical experience, current conditions, and reasonable and supportable forecasts. This amended guidance also expands the disclosure requirements to enable users of financial statements to understand an entity’s assumptions, models and methods for estimating expected credit losses. The changes are effective for annual and interim periods beginning after December 15, 2019, and amendments should be applied using a modified retrospective approach. The adoption of ASU 2016-13 on January 1, 2020 did not have a material impact on the Partnership’s consolidated financial statements or disclosures. New accounting standards not yet implemented. ASU No. 2020-06 Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Partnership is currently evaluating the provisions of ASU 2020-06 to determine its impact on the Partnership’s consolidated financial statements and disclosures. ASU No. 2020-04 Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform on financial reporting. The amendments in ASU 2020-04 are effective as of March 12, 2020 through December 31, 2022. The Partnership is currently evaluating the provisions of ASU 2020-04 to determine its impact on the Partnership’s consolidated financial statements and disclosures.

REVENUE (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of Estimated Revenue Expected to be Recognized and MVC Shortfall Payments

	2021		2022		2023		2024		2025		Thereafter

Gathering services and related fees	$	74,014	$	84,215	$	66,330	$	49,872	$	32,996	$	22,078

Schedule of Disaggregated Revenue by Geographic Area and Major Products and Services Reportable Segments

	Three Months Ended March 31, 2021
	Gathering services and related fees		Natural gas, NGLs and condensate sales		Other revenues		Total
	(in thousands)
Reportable Segments:
Utica Shale	$	8,572	$	—	$	—	$	8,572
Williston Basin		12,633		12,227		4,506		29,366
DJ Basin		6,263		110		704		7,077
Permian Basin		2,199		6,518		116		8,833
Piceance Basin		24,784		1,853		1,177		27,814
Barnett Shale		9,696		55		1,061		10,812
Marcellus Shale		6,201		—		—		6,201
Total reportable segments		70,348		20,763		7,564		98,675
All other segments		—		—		643		643
Total	$	70,348	$	20,763	$	8,207	$	99,318

	Three Months Ended March 31, 2020
	Gathering services and related fees		Natural gas, NGLs and condensate sales		Other revenues		Total
	(in thousands)
Reportable Segments:
Utica Shale	$	6,962	$	—	$	—	$	6,962
Williston Basin		23,797		4,324		3,142		31,263
DJ Basin		6,855		70		1,034		7,959
Permian Basin		2,311		4,512		187		7,010
Piceance Basin		27,189		1,003		1,065		29,257
Barnett Shale		10,443		3,871		1,260		15,574
Marcellus Shale		6,235		—		—		6,235
Total reportable segments		83,792		13,780		6,688		104,260
All other segments		—		—		643		643
Total	$	83,792	$	13,780	$	7,331	$	104,903

Schedule of Information about Contract Assets from Contracts with Customers

	2021
	(In thousands)
Contract assets, January 1,	$	2,026
Additions		2,840
Transfers out		(973	)
Contract assets, March 31,	$	3,893

PROPERTY, PLANT, AND EQUIPMENT, NET (Tables)

3 Months Ended

Mar. 31, 2021

Property Plant And Equipment [Abstract]

Schedule of property, plant, and equipment, net

Details of the Partnership’s property, plant and equipment follows.

	March 31, 2021			December 31, 2020
	(In thousands)
Gathering and processing systems and related equipment	$	2,215,053		$	2,213,501
Construction in progress		51,071			60,443
Land and line fill		10,440			10,440
Other		61,315			61,340
Total		2,337,879			2,345,724
Less: accumulated depreciation		(549,657	)		(528,178	)
Property, plant and equipment, net	$	1,788,222		$	1,817,546

Schedule Of Depreciation Expense And Capitalized Interest Costs Table Text Block

Depreciation expense and capitalized interest for the Partnership follows.

	Three Months Ended March 31,
	2021		2020
	(In thousands)
Depreciation expense	$	21,466	$	21,698
Capitalized interest	$	1,060	$	491

EQUITY METHOD INVESTMENTS (Tables)

3 Months Ended

Mar. 31, 2021

Equity Method Investments And Joint Ventures [Abstract]

Equity Method Investments

As of March 31, 2021 and December 31, 2020, the Partnership’s ownership interest in Ohio Gathering was 38.0% and 38.2%, respectively. A reconciliation of the difference between the carrying amount of the Partnership’s interest in Ohio Gathering and the Partnership’s underlying investment per Ohio Gathering's books and records is provided in the table below as of March 31, 2021.

	2021
	(In thousands)
Investment in Ohio Gathering, March 31,	$	256,430
March cash distributions		2,196
Basis difference		214,426
Investment in Ohio Gathering (Books and records), February 28,	$	473,052

DEFERRED REVENUE (Tables)

3 Months Ended

Mar. 31, 2021

Rollforward of deferred revenue

A rollforward of current deferred revenue follows.

	Total
	(In thousands)
Current deferred revenue, January 1, 2021	$	9,988
Add: additions		1,273
Less: revenue recognized		(1,244)
Current deferred revenue, March 31, 2021	$	10,017

A rollforward of noncurrent deferred revenue follows.

	Total
	(In thousands)
Noncurrent deferred revenue, January 1, 2021	$	48,250
Add: additions		667
Less: reclassification to current deferred revenue		(1,273)
Noncurrent deferred revenue, March 31, 2021	$	47,644

DEBT (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of debt and capital leases

Debt for the Partnership at March 31, 2021 and December 31, 2020, follows:

	March 31, 2021			December 31, 2020
	(In thousands)
Revolving Credit Facility: Summit Holdings' variable rate senior secured Revolving Credit Facility due May 13, 2022	$	802,000		$	857,000
Permian Transmission Credit Facility: Permian Transmissions' variable rate senior secured Credit Facility due March 8, 2028		17,500			—
Less: unamortized debt issuance costs ⁽¹⁾		(5,105	)		—
2022 Senior Notes: Summit Holdings' 5.5% senior unsecured notes due August 15, 2022		234,047			234,047
Less: unamortized debt issuance costs ⁽¹⁾		(725	)		(859	)
2025 Senior Notes: Summit Holdings' 5.75% senior unsecured notes due April 15, 2025		259,463			259,463
Less: unamortized debt issuance costs ⁽¹⁾		(2,262	)		(2,325	)
Total debt		1,304,918			1,347,326
Less: current portion		—			—
Total long-term debt	$	1,304,918		$	1,347,326

⁽¹⁾ Issuance costs are being amortized over the life of the notes.

Schedule of partner units activity

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
FINANCIAL INSTRUMENTS (Tables)	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Summary of the estimated fair value of debt instruments	A summary of the estimated fair value of our financial instruments follows.

PARTNERS' CAPITAL AND MEZZANINE CAPITAL (Tables)

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Common Units. A rollforward of the number of issued and outstanding common limited partner units follows for the period from December 31, 2020 to March 31, 2021.

	Common Units
Units, December 31, 2020		6,110,092
Common units issued for SMLP LTIP, net		95,929
Units, March 31, 2021		6,206,021

Change in subsidiary

The following table shows the change in our Subsidiary Series A Preferred Unit balance from January 1, 2021 to March 31, 2021:

	2021
	(in thousands)
Balance at January 1,	$	89,658
PIK distributions		1,494
Redemption accretion		2,438
Balance at March 31,	$	93,590

EARNINGS PER UNIT (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of earnings per limited partner unit

The following table details the components of EPU.

	Three Months Ended March 31,
	2021			2020
	(In thousands, except per-unit amounts)
Numerator for basic and diluted EPU:
Allocation of net income (loss) among limited partner interests:
Net income (loss)	$	8,988		$	3,762
Net (income) loss attributable to Subsidiary Series A Preferred Units		(3,932	)		(945	)
Net loss attributable to noncontrolling interest		—			1,881
Net income (loss) attributable to Summit Midstream Partners, LP		5,056			4,698

Less: Net income attributable to Series A Preferred Units		(4,287	)		(7,125	)

Net income (loss) attributable to common limited partners	$	769		$	(2,427	)

Denominator for basic and diluted EPU:
Weighted-average common units outstanding – basic		6,125			3,021
Effect of nonvested phantom units		135			—
Weighted-average common units outstanding – diluted		6,260			3,021

Net Income (Loss) per limited partner unit:
Common unit – basic	$	0.13		$	(0.80	)
Common unit – diluted	$	0.12		$	(0.80	)

Nonvested anti-dilutive phantom units excluded from the calculation of diluted EPU		44			126

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)

3 Months Ended

Mar. 31, 2021

Supplemental Cash Flow Elements [Abstract]

Schedule of supplemental cash flow information

	Three Months Ended March 31,
	2021		2020
	(In thousands)
Supplemental cash flow information:
Cash interest paid	$	12,885	$	19,660
Less: capitalized interest		1,060		491
Interest paid (net of capitalized interest)	$	11,825	$	19,169

Cash paid for taxes	$	—	$	—

Noncash investing and financing activities:
Capital expenditures in trade accounts payable (period-end accruals)	$	5,613	$	13,765
Accretion of Subsidiary Series A Preferred Units		2,438		—

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Schedule of Accrued Environmental Remediation

A rollforward of the Partnership’s undiscounted accrued environmental remediation follows and is primarily related to the Meadowlark Rupture.

	Total
	(In thousands)
Accrued environmental remediation, December 31, 2020	$	2,929
Payments made		(86	)
Additional accruals		410
Accrued environmental remediation, March 31, 2021	$	3,253

SEGMENT INFORMATION (Tables)

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Schedule of assets by reportable segment

Assets by reportable segment follow.

	March 31, 2021		December 31, 2020
	(In thousands)
Assets ⁽¹⁾:
Utica Shale	$	206,140	$	209,425
Ohio Gathering		256,430		259,888
Williston Basin		413,390		425,873
DJ Basin		196,788		199,920
Permian Basin		168,759		165,765
Piceance Basin		565,002		579,800
Barnett Shale		332,326		336,629
Marcellus Shale		175,656		176,441
Total reportable segment assets		2,314,491		2,353,741
Corporate and Other		158,074		146,076
Total assets	$	2,472,565	$	2,499,817

⁽¹⁾

Schedule of segment reporting information

Segment adjusted EBITDA by reportable segment follows.

	Three Months Ended March 31,
	2021		2020
	(In thousands)
Reportable segment adjusted EBITDA
Utica Shale	$	7,719	$	5,928
Ohio Gathering		6,872		7,939
Williston Basin		10,805		16,192
DJ Basin		5,347		5,911
Permian Basin		709		1,581
Piceance Basin		21,034		23,557
Barnett Shale		8,016		8,760
Marcellus Shale		5,602		5,320
Total of reportable segments' measures of profit	$	66,104	$	75,188

Reconciliation of net income to adjusted EBITDA

Segment adjusted EBITDA by reportable segment follows.

A reconciliation of income or loss before income taxes and income or loss from equity method investees to total of reportable segments' measures of profit follows.

	Three Months Ended March 31,
	2021			2020
	(In thousands)
Reconciliation of income before income taxes and income from equity method investees to total of reportable segments' measures of profit:
Income before income taxes and income from equity method investees	$	6,659		$	438
Add:
Corporate and Other expense		7,796			12,077
Interest expense		13,953			23,828
Depreciation and amortization⁽¹⁾		28,746			29,900
Proportional adjusted EBITDA for equity method investees		6,872			7,939
Adjustments related to MVC shortfall payments		—			(5,442	)
Adjustments related to capital reimbursement activity		(1,245	)		(211	)
Unit-based and noncash compensation		1,967			2,723
(Gain) loss on asset sales, net		(136	)		115
Long-lived asset impairment		1,492			3,821
Total of reportable segments' measures of profit	$	66,104		$	75,188

⁽¹⁾ Includes the amortization expense associated with our favorable gas gathering contracts as reported in other revenues.

ORGANIZATION, BUSINESS OPERATIONS AND PRESENTATION AND CONSOLIDATION - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	May 28, 2020	Mar. 31, 2021	Dec. 31, 2020	Nov. 17, 2020
Organization And Business Operations [Line Items]
Purchase agreement date		May 28, 2020
Common limited partner capital (shares)		6,206,021	6,110,092
Common Units
Organization And Business Operations [Line Items]
Number of common units purchased.	537,307
Common Units \| Energy Capital Partners
Organization And Business Operations [Line Items]
Common limited partner capital (shares)		400,000
Summit Midstream Partners Holdings L L C
Organization And Business Operations [Line Items]
SMLP common units pledged as collateral under the SMPH Term Loan		2,300,000
Common Units Not Pledged As Collateral		700,000		34,600,000
Common units issued prior to reverse unit split		10,700,000
Common units retire		1,100,000
Summit Investments
Organization And Business Operations [Line Items]
Cash paid to Acquire investment		$ 35.0
Summit Investments \| Common Units
Organization And Business Operations [Line Items]
Common units issued prior to reverse unit split		10,000,000.0
Number of common units purchased.		700,000
SMP Holdings
Organization And Business Operations [Line Items]
Debt discharge and restructuring		$ 155.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING STANDARDS APPLICABLE TO THE PARTNERSHIP - Cash, Cash Equivalents and Restricted Cash - Narrative (Details) $ in Thousands	Mar. 31, 2021 USD ($)
Accounting Policies [Abstract]
Restricted cash	$ 8,067

REVENUE - Schedule of Estimated Revenue Expected to be Recognized and MVC Shortfall Payments (Details) - Gathering Services and Related Fees $ in Thousands	Mar. 31, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-04-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, Period	9 months
Revenue, remaining performance obligation	$ 74,014
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, Period	1 year
Revenue, remaining performance obligation	$ 84,215
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, Period	1 year
Revenue, remaining performance obligation	$ 66,330
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, Period	1 year
Revenue, remaining performance obligation	$ 49,872
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, Period	1 year
Revenue, remaining performance obligation	$ 32,996
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, Period
Revenue, remaining performance obligation	$ 22,078

REVENUE - Schedule of Disaggregated Revenue by Geographic Area and Major Products and Services Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation Of Revenue [Line Items]
Total revenues	$ 99,318	$ 104,903
All Other Segments
Disaggregation Of Revenue [Line Items]
Total revenues	643	643
Reportable Segments
Disaggregation Of Revenue [Line Items]
Total revenues	98,675	104,260
Reportable Segments \| Utica Shale
Disaggregation Of Revenue [Line Items]
Total revenues	8,572	6,962
Reportable Segments \| Williston Basin
Disaggregation Of Revenue [Line Items]
Total revenues	29,366	31,263
Reportable Segments \| DJ Basin
Disaggregation Of Revenue [Line Items]
Total revenues	7,077	7,959
Reportable Segments \| Permian Basin
Disaggregation Of Revenue [Line Items]
Total revenues	8,833	7,010
Reportable Segments \| Piceance Basin
Disaggregation Of Revenue [Line Items]
Total revenues	27,814	29,257
Reportable Segments \| Barnett Shale
Disaggregation Of Revenue [Line Items]
Total revenues	10,812	15,574
Reportable Segments \| Marcellus Shale
Disaggregation Of Revenue [Line Items]
Total revenues	6,201	6,235
Gathering Services and Related Fees
Disaggregation Of Revenue [Line Items]
Total revenues	70,348	83,792
Gathering Services and Related Fees \| All Other Segments
Disaggregation Of Revenue [Line Items]
Total revenues	0	0
Gathering Services and Related Fees \| Reportable Segments
Disaggregation Of Revenue [Line Items]
Total revenues	70,348	83,792
Gathering Services and Related Fees \| Reportable Segments \| Utica Shale
Disaggregation Of Revenue [Line Items]
Total revenues	8,572	6,962
Gathering Services and Related Fees \| Reportable Segments \| Williston Basin
Disaggregation Of Revenue [Line Items]
Total revenues	12,633	23,797
Gathering Services and Related Fees \| Reportable Segments \| DJ Basin
Disaggregation Of Revenue [Line Items]
Total revenues	6,263	6,855
Gathering Services and Related Fees \| Reportable Segments \| Permian Basin
Disaggregation Of Revenue [Line Items]
Total revenues	2,199	2,311
Gathering Services and Related Fees \| Reportable Segments \| Piceance Basin
Disaggregation Of Revenue [Line Items]
Total revenues	24,784	27,189
Gathering Services and Related Fees \| Reportable Segments \| Barnett Shale
Disaggregation Of Revenue [Line Items]
Total revenues	9,696	10,443
Gathering Services and Related Fees \| Reportable Segments \| Marcellus Shale
Disaggregation Of Revenue [Line Items]
Total revenues	6,201	6,235
Natural Gas, NGLs and Condensate Sales
Disaggregation Of Revenue [Line Items]
Total revenues	20,763	13,780
Natural Gas, NGLs and Condensate Sales \| All Other Segments
Disaggregation Of Revenue [Line Items]
Total revenues	0	0
Natural Gas, NGLs and Condensate Sales \| Reportable Segments
Disaggregation Of Revenue [Line Items]
Total revenues	20,763	13,780
Natural Gas, NGLs and Condensate Sales \| Reportable Segments \| Utica Shale
Disaggregation Of Revenue [Line Items]
Total revenues	0	0
Natural Gas, NGLs and Condensate Sales \| Reportable Segments \| Williston Basin
Disaggregation Of Revenue [Line Items]
Total revenues	12,227	4,324
Natural Gas, NGLs and Condensate Sales \| Reportable Segments \| DJ Basin
Disaggregation Of Revenue [Line Items]
Total revenues	110	70
Natural Gas, NGLs and Condensate Sales \| Reportable Segments \| Permian Basin
Disaggregation Of Revenue [Line Items]
Total revenues	6,518	4,512
Natural Gas, NGLs and Condensate Sales \| Reportable Segments \| Piceance Basin
Disaggregation Of Revenue [Line Items]
Total revenues	1,853	1,003
Natural Gas, NGLs and Condensate Sales \| Reportable Segments \| Barnett Shale
Disaggregation Of Revenue [Line Items]
Total revenues	55	3,871
Natural Gas, NGLs and Condensate Sales \| Reportable Segments \| Marcellus Shale
Disaggregation Of Revenue [Line Items]
Total revenues	0	0
Other Revenues
Disaggregation Of Revenue [Line Items]
Total revenues	8,207	7,331
Other Revenues \| All Other Segments
Disaggregation Of Revenue [Line Items]
Total revenues	643	643
Other Revenues \| Reportable Segments
Disaggregation Of Revenue [Line Items]
Total revenues	7,564	6,688
Other Revenues \| Reportable Segments \| Utica Shale
Disaggregation Of Revenue [Line Items]
Total revenues	0	0
Other Revenues \| Reportable Segments \| Williston Basin
Disaggregation Of Revenue [Line Items]
Total revenues	4,506	3,142
Other Revenues \| Reportable Segments \| DJ Basin
Disaggregation Of Revenue [Line Items]
Total revenues	704	1,034
Other Revenues \| Reportable Segments \| Permian Basin
Disaggregation Of Revenue [Line Items]
Total revenues	116	187
Other Revenues \| Reportable Segments \| Piceance Basin
Disaggregation Of Revenue [Line Items]
Total revenues	1,177	1,065
Other Revenues \| Reportable Segments \| Barnett Shale
Disaggregation Of Revenue [Line Items]
Total revenues	1,061	1,260
Other Revenues \| Reportable Segments \| Marcellus Shale
Disaggregation Of Revenue [Line Items]
Total revenues	$ 0	$ 0

REVENUE - Schedule of Information about Contract Assets from Contracts with Customers (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Contract With Customer Asset And Liability [Abstract]
Contract assets, beginning of period	$ 2,026
Additions	2,840
Transfers out	(973)
Contract assets, end of period	$ 3,893

REVENUE - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
REVENUE - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Revenue From Contract With Customer [Line Items]
Receivables with customers	$ 48,300		$ 57,500
Contract assets included in accounts receivable	3,893		$ 2,026
Gathering Services and Related Fees
Revenue From Contract With Customer [Line Items]
Contract liabilities, revenue	$ 1,100	$ 2,400

PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 2,337,879	$ 2,345,724
Less: accumulated depreciation	(549,657)	(528,178)
Property, plant and equipment, net	1,788,222	1,817,546
Gathering and processing systems and related equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,215,053	2,213,501
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	51,071	60,443
Land and line fill
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	10,440	10,440
Other
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 61,315	$ 61,340

PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Depreciation Expense and Capitalized Interest (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Property Plant And Equipment [Abstract]
Depreciation expense	$ 21,466	$ 21,698
Capitalized interest	$ 1,060	$ 491

EQUITY METHOD INVESTMENTS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Schedule Of Equity Method Investments [Line Items]
Additional cash investments	$ 5.6	$ 58.0
OGC \| Principal Owner
Schedule Of Equity Method Investments [Line Items]
Percentage of ownership interest	38.00%		38.20%

EQUITY METHOD INVESTMENTS - Rollforward of the Investment in Equity Method Investees (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2021	Mar. 31, 2020
Schedule Of Equity Method Investments [Line Items]
Investment in Ohio Gathering, March 31,	$ 394,405	$ 394,405
March cash distributions		6,268	$ 7,494
Investment in Ohio Gathering (Books and records), February 28,		392,740
OGC \| Summit Midstream Partners, LLC
Schedule Of Equity Method Investments [Line Items]
Investment in Ohio Gathering, March 31,	256,430	$ 256,430
March cash distributions	2,196
Basis difference	214,426
Investment in Ohio Gathering (Books and records), February 28,	$ 473,052

DEFERRED REVENUE - Rollforward of deferred revenue (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Movement in Deferred Revenue [Roll Forward]
Current deferred revenue, beginning balance	$ 9,988
Current deferred revenue, Add: Additions	1,273
Current deferred revenue, Less revenue recognized	(1,244)
Current deferred revenue, ending balance	10,017
Noncurrent deferred revenue, beginning balance	48,250
Noncurrent deferred revenue, Additions	667
Noncurrent deferred revenue, Less reclassification to current deferred revenue	(1,273)
Noncurrent deferred revenue, ending balance	$ 47,644

DEBT - Components of Long-Term Debt (Details) - USD ($)
$ in Thousands

Mar. 31, 2021

Dec. 31, 2020

Summit Midstream Partners Holdings L L C

Long-term debt

$ 1,304,918

$ 1,347,326

Summit Midstream Partners Holdings L L C | Senior Secured Revolving Credit Facility Due May 2022

Total debt

1,304,918

1,347,326

Less: current portion

Long-term debt

1,304,918

1,347,326

Revolving credit facility

802,000

857,000

Summit Midstream Partners Holdings L L C | Permian Transmission Credit Facility [Member]

Less unamortized debt issuance costs

Secured notes

17,500

^[1]

(5,105)

Summit Midstream Partners Holdings L L C | Senior Notes Due August 2022

Less unamortized debt issuance costs

^[1]

(725)

(859)

Unsecured notes

234,047

Summit Midstream Partners Holdings L L C | Senior Notes Due April 2025