THE WOODLANDS, Texas,
May 9, 2019 /PRNewswire/
-- Summit Midstream Partners, LP (NYSE: SMLP) announced today
its financial and operating results for the three months ended
March 31, 2019. SMLP reported a
net loss of $36.9 million for
the first quarter of 2019, compared to a net loss of $3.8 million for the prior-year
period. Net loss in the first quarter of 2019 included
$45.0 million of non-cash, long-lived
asset impairments. Net cash provided by operating activities
totaled $52.7 million for the
first quarter of 2019, compared to $51.2
million for the prior-year period. Adjusted EBITDA
totaled $69.0 million and distributable cash flow ("DCF")
totaled $40.2 million for the first quarter of 2019,
compared to $70.3 million and
$44.2 million, respectively, for
the prior-year period.
Leonard Mallett, interim
President and Chief Executive Officer, commented, "Our financial
results for the first quarter of 2019 were generally in line with
our expectations. Our outlook for the balance of 2019 remains
strong and is supported by 16 active rigs currently running
upstream of our gathering systems and more than 100 DUCs that our
customers maintain in inventory. This customer activity is
the best indicator of future growth, and gives us visibility for
the pace of volume throughput and adjusted EBITDA throughout the
balance of the year, with significant growth expected from our Core
Focus Areas, which include the Utica, Williston, DJ and Permian segments. As
such, we are affirming our 2019 adjusted EBITDA guidance of
$295 million to $315 million. Our first quarter financial
results enabled us to generate a strong distribution coverage ratio
of 1.7x and we expect this metric will continue to strengthen, in
line with adjusted EBITDA growth, throughout the year."
"Our team continues to focus its efforts to successfully execute
on key projects, including the completion and commissioning of our
new 60 MMcf/d processing plant in the DJ Basin, which is expected
this quarter, increasing the utilization and efficiency of our
newly-commissioned Permian Basin gathering and processing assets,
and the development of the Double E Pipeline Project.
The DJ plant commissioning and expected volume ramp on the Permian
system, together with new pad connections in the Williston Basin and infill drilling and
completion activities behind our SMU
system, represent near-term catalysts that we expect will drive
volume and adjusted EBITDA growth higher throughout the balance of
2019. In addition, we are actively evaluating opportunities
to further strengthen the balance sheet and accelerate
deleveraging, including non-core asset sales."
Closing of Strategic Actions
On March 22, 2019, SMLP closed on the sale of Tioga
Midstream to affiliates of Hess Infrastructure Partners LP for cash
consideration of approximately $90
million, with the net proceeds used to reduce debt
outstanding under the revolving credit facility. In
connection with this sale, SMLP executed an Equity Restructuring
transaction, which included the elimination of SMLP's IDRs, the
prepayment of $100.0 million of the
Deferred Purchase Price Obligation ("DPPO"), and an agreement to
fix the remaining obligation due in 2020 at $303.5 million. The $100.0 million DPPO prepayment was funded in
April 2019. These transactions, coupled with a reduction in
SMLP's common unit distribution, have placed SMLP in a stronger
financial position with increased levels of retained cash flow and
enhanced financial flexibility.
Double E Pipeline Project Update
SMLP continues to
advance the Double E Pipeline Project ("Double E"), which will
provide natural gas transportation service from multiple receipt
points in the Delaware Basin to
various delivery points in and around Waha, Texas. SMLP has
executed multiple binding precedent agreements for long-term, firm
transportation service, and continues to work closely with its
anchor shipper and potential equity partner, Exxon Mobil
Corporation, regarding most aspects of project development.
In addition, SMLP has refined the scope for Double E to enable
approximately 1.35 Bcf/d of initial natural gas transportation
capacity to Waha. Additional throughput capacity could be
achieved at a later date with the installation of compression
facilities. SMLP is engaged in active dialogue with the
Federal Energy Regulatory Commission and has submitted certain
resource reports for Double E, which represents a key component of
the section 7(c) application process.
First Quarter 2019 Segment Results
The following table
presents average daily throughput by reportable segment:
|
|
Three months ended
March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Average daily
throughput (MMcf/d):
|
|
|
|
|
|
|
|
|
Utica
Shale
|
|
|
286
|
|
|
|
356
|
|
Williston
Basin
|
|
|
16
|
|
|
|
18
|
|
DJ Basin
|
|
|
21
|
|
|
|
14
|
|
Permian
Basin
|
|
|
15
|
|
|
|
—
|
|
Piceance
Basin
|
|
|
485
|
|
|
|
564
|
|
Barnett
Shale
|
|
|
260
|
|
|
|
263
|
|
Marcellus
Shale
|
|
|
379
|
|
|
|
522
|
|
Aggregate average
daily throughput
|
|
|
1,462
|
|
|
|
1,737
|
|
|
|
|
|
|
|
|
|
|
Average daily
throughput (Mbbl/d):
|
|
|
|
|
|
|
|
|
Williston
Basin
|
|
|
103.0
|
|
|
|
85.0
|
|
Aggregate average
daily throughput
|
|
|
103.0
|
|
|
|
85.0
|
|
|
|
|
|
|
|
|
|
|
Ohio Gathering
average daily throughput (MMcf/d) (1)
|
|
|
711
|
|
|
|
771
|
|
__________
|
(1) Gross basis,
represents 100% of volume throughput for Ohio Gathering, based on a
one-month lag.
|
Utica Shale
The Utica Shale reportable segment
includes Summit Midstream Utica ("SMU"), a natural gas gathering system located in
Belmont and Monroe counties in southeastern Ohio.
SMU gathers and delivers dry natural
gas to interconnections with a third-party intrastate pipeline that
provides access to the Clarington Hub.
Segment adjusted EBITDA for the first quarter of 2019 totaled
$6.2 million, up from $5.8 million in the fourth quarter of 2018.
Volume throughput averaged 286 MMcf/d in the first quarter of 2019,
and included 205 MMcf/d of volumes gathered from pad sites directly
connected to the SMU system, and 81
MMcf/d from the TPL-7 Connector project, which generates a
substantially lower gathering margin. Volumes from pad sites
directly connected to the SMU system
increased by 22.8% compared to the fourth quarter of 2018, due to
the completion of four wells late in the fourth quarter of 2018 and
the completion of four additional wells in the first quarter of
2019. In April 2019, our anchor
customer mobilized a drilling rig upstream of our SMU system. Based on our expectation for
additional well connections in 2019, we anticipate the mix of
volumes throughout 2019 to continue to shift toward higher margin
pad site volumes. As a result, we expect disproportionally
higher segment adjusted EBITDA growth relative to total volume
growth.
First quarter of 2019 volumes were negatively impacted by
approximately 44 MMcf/d of temporary volume curtailments resulting
from (i) 18 MMcf/d associated with producer equipment issues
upstream of our gathering system and (ii) 26 MMcf/d associated with
infill drilling and completion activities on existing pad
sites. The operational issues have been remediated and
pipeline flows have been restored; however, we estimate that this
interruption, along with associated operating expenses related to
remediation activities on the SMU
system, negatively impacted our segment adjusted EBITDA by
approximately $0.7 million in the
first quarter of 2019. The 26 MMcf/d of temporary
curtailments associated with infill drilling and completion
activities are estimated to have negatively impacted our segment
adjusted EBITDA in the first quarter of 2019 by approximately
$0.8 million, but these curtailments
were anticipated.
Ohio Gathering
The Ohio Gathering reportable segment
includes our ownership interest in the Ohio Gathering system, a
natural gas gathering system spanning the condensate, liquids-rich
and dry gas windows of the Utica Shale in Harrison, Guernsey, Noble, Belmont and Monroe counties in southeastern Ohio, as well as our ownership interest in
Ohio Condensate, a condensate stabilization facility located in
Harrison County, Ohio.
Segment adjusted EBITDA for the Ohio Gathering segment includes our
proportional share of adjusted EBITDA from Ohio Gathering and Ohio
Condensate, based on a one-month lag.
Segment adjusted EBITDA for the first quarter of 2019 totaled
$9.2 million, down from $10.4 million in the fourth quarter of
2018. Volume throughput on the Ohio Gathering system averaged
711 MMcf/d, gross, in the first quarter of 2019, compared to 780
MMcf/d, gross, in the fourth quarter of 2018. Lower volumes
were partially offset by 22 new well connections in the first
quarter of 2019, including 12 new wells that were connected at the
end of the quarter and are expected to have a more meaningful
impact on volumes in the second quarter of 2019. Producer
activity in our service area continues to be steady with three
drilling rigs currently operating upstream of the Ohio Gathering
system, supplemented by 26 drilled but uncompleted wells ("DUCs")
that our customers have in inventory. This activity, which
remains primarily focused on the condensate window of the play,
supports our expectation for volume growth throughout the balance
of 2019.
Williston Basin
The
Polar and Divide and Bison
Midstream systems provide our midstream services for the
Williston Basin reportable
segment. The Polar and Divide system gathers crude oil in
Williams and Divide counties in North Dakota and delivers to third-party
intra- and interstate pipelines as well as third-party rail
terminals. The Polar and Divide system also gathers and delivers
produced water to various third-party disposal wells in the
region. Bison Midstream gathers associated natural gas
production in Mountrail and
Burke counties in North Dakota and delivers to third-party
pipelines serving a third-party processing plant in Channahon, Illinois. The Tioga Midstream
system provided midstream services for our Williston Basin reportable segment until
March 22, 2019, when it was
sold. Tioga Midstream was a crude oil, produced water and
associated natural gas gathering system in Williams County, North Dakota.
Segment adjusted EBITDA for the Williston Basin segment totaled $18.7 million in the first quarter of 2019, down
from $21.9 million in the fourth
quarter of 2018. Lower segment adjusted EBITDA was primarily
related to lower liquids volume, which averaged 103.0 Mbbl/d in the
first quarter of 2019, down 5.4% from the fourth quarter of
2018. Liquids volumes were lower in the first quarter of 2019
due to natural production declines associated with 44 new wells
that were commissioned in the second half of 2018. These
lower liquids volumes were partially offset by higher volumes from
four new wells that were commissioned in the first quarter of
2019. In the first quarter of 2019, we enhanced our crude oil
gathering system in our Williams
County service area, which increased system capacity by
approximately 25 Mbbl/d. This segment of our gathering system
has experienced increased producer activity levels and attractive
well results of late, and we expect that this system expansion will
facilitate additional volume growth in this area going forward.
Relative to the fourth quarter of 2018, segment adjusted EBITDA
in the first quarter of 2019 was also impacted by lower natural gas
volumes primarily due to natural production declines, unfavorable
weather, and lower volumes and lower gathering rates on the Tioga
Midstream system, which was sold in March 2019.
Our Williston Basin customers
are currently operating four drilling rigs upstream of our
gathering systems, which, combined with the 49 DUCs that our
customers have in inventory, support our expectations for higher
liquids volumes in the second half of 2019.
DJ Basin
The DJ Basin reportable segment includes the
Niobrara Gathering & Processing system ("Niobrara G&P"), an
associated natural gas gathering and processing system located in
the DJ Basin in northeastern Colorado. Niobrara G&P
delivers residue gas to the Colorado Interstate Gas pipeline and
processed NGLs to the Overland Pass Pipeline.
Segment adjusted EBITDA for the first quarter of 2019 totaled
$2.7 million, down from $3.0 million in the fourth quarter of 2018.
Lower segment adjusted EBITDA was primarily attributable to
unfavorable customer volume mix and higher operating
expenses. Volume throughput averaged 21 MMcf/d in the first
quarter of 2019, our second consecutive quarter operating at full
processing capacity. We are currently completing and
commissioning a 60 MMcf/d processing plant expansion, which we
expect to place into service in the second quarter of 2019.
This new plant will enable higher volume throughput and will
immediately facilitate segment adjusted EBITDA growth, with a full
quarter's impact beginning in the third quarter of 2019.
Certain of our DJ Basin gathering and processing contracts
include reimbursement mechanisms that are tied to pad connection
capital expenditures. These mechanisms provide SMLP with
downside protection; however, the volume throughput associated with
this capital has no impact on reportable segment adjusted EBITDA
until the capital is fully reimbursed. If these mechanisms
were not in place, we estimate that our first quarter of 2019
reportable segment adjusted EBITDA would have been approximately
$0.6 million higher.
Our customers are currently operating one drilling rig in our DJ
Basin service area, and they commissioned 34 new wells upstream of
the Niobrara G&P system in the first quarter of 2019.
During the fourth quarter of 2018 and the first quarter of 2019,
our customers operated as many as six rigs on acreage dedicated to
SMLP. We expect to see significant increases in volume
throughput associated with this drilling activity, together with
the 25 DUCs that we expect to be completed across the remainder of
2019.
Permian Basin
The Permian Basin reportable segment
includes Summit Midstream Permian ("Summit Permian"), an associated
natural gas gathering and processing system located in the northern
Delaware Basin in southeastern New
Mexico. Summit Permian operates the 60 MMcf/d Lane Gathering
& Processing system ("Lane G&P"), which delivers residue
gas to the Transwestern Pipeline and processed NGLs to the Lone
Star Express pipeline.
Segment adjusted EBITDA for the first quarter of 2019 totaled
($0.6) million, compared to
($0.3) million in the fourth quarter
of 2018. We initiated operations on the Lane G&P system
late in the fourth quarter of 2018, and fully commissioned the 60
MMcf/d processing plant in the first quarter of 2019. First
quarter of 2019 volume throughput averaged 15 MMcf/d. Segment
adjusted EBITDA in the first quarter of 2019 was negatively
impacted by (i) volume throughput that included a relatively high
mix of lower-margin, off-system gas that was used to facilitate the
commissioning process, (ii) higher operating expenses related to
the commissioning process, and (iii) lower plant recoveries and
higher fuel consumption related to the continued commissioning of
the plant throughout the quarter. All of these issues are
expected to normalize given the full commissioning of the Lane
G&P system in the first quarter of 2019 and as utilization
rates increase throughout the balance of 2019.
We connected four new wells upstream of our Lane G&P system
in the first quarter of 2019 and we expect to commission a new
compressor station in the second quarter of 2019 that will enable
higher volume throughput compared to first quarter of 2019
levels. Our Permian Basin customers are currently operating
five drilling rigs in our service area.
Legacy Areas
Our Legacy Areas, which include our
Piceance Basin, Barnett Shale, and Marcellus Shale reportable
segments, are located in production basins in which we expect our
gathering systems to experience relatively lower long-term growth
and to represent a minority of our capital expenditures. Our
Legacy Areas are served by the Grand River system for the Piceance
Basin reportable segment, the DFW Midstream system for the Barnett
Shale reportable segment, and the Mountaineer Midstream system for
the Marcellus Shale reportable segment.
Segment adjusted EBITDA for the Piceance Basin, Barnett Shale,
and Marcellus Shale reportable segments totaled $42.5 million in the first quarter of 2019, down
from $45.8 million in the fourth
quarter of 2018. Lower total reportable segment adjusted
EBITDA for our Legacy Areas was driven primarily by lower volume
throughput, which on an aggregate basis for these three reportable
segments declined 4.9% compared to the fourth quarter of
2018. First quarter of 2019 segment adjusted EBITDA was also
negatively impacted by contractual step-downs in certain of our
Piceance Basin MVCs. Total segment adjusted EBITDA exceeded total
segment capital expenditures for our Legacy Areas in the first
quarter of 2019 by $41.3 million.
Our Legacy Area results in the first quarter of 2019 benefited
from high activity levels in our Barnett Shale reportable
segment. Volume throughput on our DFW Midstream system
averaged 260 MMcf/d in the first quarter of 2019 and was driven by
continued strong performance from five new wells that were
commissioned in September 2018, along
with attractive initial production levels from four new wells that
were commissioned in January 2019. Our Barnett Shale
customers are currently operating one drilling rig upstream of our
gathering system.
Volume declines in the first quarter of 2019 for our Marcellus
Shale reportable segment moderated compared to declines experienced
in the prior two quarters, as production rates began to level off
for 35 new wells that were commissioned from the first quarter of
2017 through the first quarter of 2018. In April 2019, our anchor customer mobilized a
drilling rig upstream of our Mountaineer Midstream system. We
expect higher volumes associated with this drilling activity
beginning in the fourth quarter of 2019.
MVC Shortfall Payments
SMLP billed its customers
$12.5 million in the first quarter of
2019 related to MVC shortfalls. For those customers that do
not have MVC shortfall credit banking mechanisms in their gathering
agreements, the MVC shortfall payments are accounted for as
gathering revenue in the period in which they are earned. In
the first quarter of 2019, SMLP recognized $20.7 million of gathering revenue associated
with MVC shortfall payments. SMLP also recognized
($4.2) million of adjustments to MVC
shortfall payments in the first quarter of 2019, primarily related
to future expected shortfall payments from customers in the
Williston Basin segment and the
Barnett Shale segment. SMLP's MVC shortfall payment
mechanisms contributed $16.5 million
of total adjusted EBITDA in the first quarter of 2019.
|
Three months ended
March 31, 2019
|
|
MVC
Billings
|
|
|
|
Gathering
revenue
|
|
|
Adjustments
to MVC
shortfall
payments
|
|
|
Net impact
to adjusted
EBITDA
|
|
(In
thousands)
|
Net change in
deferred revenue related to MVC shortfall payments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Piceance
Basin
|
$
|
3,325
|
|
|
|
$
|
3,325
|
|
|
$
|
—
|
|
|
$
|
3,325
|
Total net
change
|
$
|
3,325
|
|
|
|
$
|
3,325
|
|
|
$
|
—
|
|
|
$
|
3,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MVC shortfall
payment adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Williston
Basin
|
$
|
821
|
|
|
|
$
|
8,450
|
|
|
$
|
(5,549)
|
|
|
$
|
2,901
|
Piceance
Basin
|
|
7,179
|
|
|
|
|
7,723
|
|
|
|
(103)
|
|
|
|
7,620
|
Barnett
Shale
|
|
—
|
|
|
|
|
—
|
|
|
|
1,453
|
|
|
|
1,453
|
Marcellus
Shale
|
|
1,222
|
|
|
|
|
1,222
|
|
|
|
—
|
|
|
|
1,222
|
Total MVC shortfall
payment adjustments
|
$
|
9,222
|
|
|
|
$
|
17,395
|
|
|
$
|
(4,199)
|
|
|
$
|
13,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
(1)
|
$
|
12,547
|
|
|
|
$
|
20,720
|
|
|
$
|
(4,199)
|
|
|
$
|
16,521
|
__________
|
(1) Exclusive of Ohio
Gathering due to equity method accounting.
|
Capital Expenditures
Capital expenditures totaled
$60.8 million in the first quarter of
2019, including maintenance capital expenditures of $3.3 million. Development activities during
the first quarter of 2019 were primarily related to our 60 MMcf/d
DJ Basin processing plant, along with approximately $15.8 million of capital expenditures related to
our Double E Pipeline Project, which are reported within our
Corporate and Other reportable segment. We expect spend to
moderate throughout the balance of the year, with total capital
expenditures in 2019 closer to the low end of our 2019 guidance
range of $150 million to $175 million.
|
|
Three months ended
March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(In
thousands)
|
|
Cash paid for
capital expenditures (1):
|
|
|
|
|
|
|
|
|
Utica
Shale
|
|
$
|
101
|
|
|
$
|
1,020
|
|
Williston
Basin
|
|
|
8,023
|
|
|
|
5,888
|
|
DJ Basin
|
|
|
28,356
|
|
|
|
14,260
|
|
Permian
Basin
|
|
|
7,057
|
|
|
|
16,145
|
|
Piceance
Basin
|
|
|
1,226
|
|
|
|
2,644
|
|
Barnett Shale
(2)
|
|
|
(118)
|
|
|
|
37
|
|
Marcellus
Shale
|
|
|
102
|
|
|
|
487
|
|
Total reportable
segment capital expenditures
|
|
|
44,747
|
|
|
|
40,481
|
|
Corporate and
Other
|
|
|
16,101
|
|
|
|
297
|
|
Total cash paid for
capital expenditures
|
|
$
|
60,848
|
|
|
$
|
40,778
|
|
__________
|
(1)
Excludes cash paid for capital expenditures by Ohio Gathering due
to equity method accounting.
|
(2) For
the three months ended March 31, 2019, the amount includes
vendor reimbursements of $1.1 million.
|
Capital & Liquidity
As of March 31, 2019, SMLP had $816.0 million of available borrowing
capacity under its $1.25 billion
revolving credit facility, subject to covenant limits. Based
upon the terms of SMLP's revolving credit facility and total
outstanding debt of $1.23 billion
(inclusive of $800.0 million of
senior unsecured notes), SMLP's total leverage ratio and senior
secured leverage ratio (as defined in the credit agreement) as of
March 31, 2019, were 4.28 to 1.0
and 1.50 to 1.0, respectively.
SMLP Financial Guidance
SMLP is affirming its 2019
financial guidance, which is outlined in the table below:
|
2019 Financial
Guidance
|
($ 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.
|
Deferred Purchase Price Obligation
The consideration
for the 2016 Drop Down consisted of an initial cash payment on
March 3, 2016, and the DPPO, which
will be paid no later than December
31, 2020. At the discretion of the board of directors
of SMLP's general partner, the DPPO can be made in either cash or
SMLP common units, or a combination thereof.
In the first quarter of 2019, the Contribution Agreement
associated with the 2016 Drop Down was amended to incorporate (i) a
$100.0 million prepayment of the
DPPO, which was paid in April 2019
and (ii) an agreement to fix the remaining obligation due in 2020
at $303.5 million.
Quarterly Distribution
On April
25, 2019, the board of directors of SMLP's general partner
declared a quarterly cash distribution of $0.2875 per unit on all of its outstanding common
units, or $1.15 per unit on an
annualized basis, for the quarter ended March 31, 2019. This distribution will be
paid on May 15, 2019, to unitholders
of record as of the close of business on May
8, 2019.
First Quarter 2019 Earnings Call Information
SMLP will
host a conference call at 10:00 a.m.
Eastern on Friday, May 10, 2019, to
discuss its quarterly operating and financial results.
Interested parties may participate in the call by dialing
847-585-4405 or toll-free 888-771-4371 and entering the passcode
48480413. The conference call will also be webcast live and
can be accessed through the Investors section of SMLP's website at
www.summitmidstream.com.
A replay of the conference call will be available until
May 24, 2019, at 11:59 p.m. Eastern, and can be accessed by
dialing 888-843-7419 and entering the replay passcode
48480413#. An archive of the conference call will also be
available on SMLP's website.
Upcoming Investor Conferences
Members of SMLP's senior
management team will attend the 2019 MLP & Energy
Infrastructure Conference in Las Vegas,
Nevada on May 14-16, 2019 and
the SunTrust Robinson Humphrey Midstream Summit in New York, New York on June 12, 2019. The presentation materials
associated with these events will be accessible through the
Investors section of SMLP's website at www.summitmidstream.com
prior to the beginning of the conferences.
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, 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 and
(ii) asset impairments. These items are inherently uncertain
and depend on various factors, many of which are beyond our
control. As such, any associated estimate and its impact on
our GAAP performance and cash flow measures could vary materially
based on a variety of acceptable management
assumptions.
About Summit Midstream Partners, LP
SMLP is a
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
Appalachian Basin, which includes the Utica and Marcellus shale formations in
Ohio and West Virginia; (ii) the Williston Basin, which includes the Bakken and
Three Forks shale formations in North
Dakota; (iii) the Denver-Julesburg Basin, which includes the
Niobrara and Codell shale
formations in Colorado and
Wyoming; (iv) the Permian Basin,
which includes the Bone Spring and Wolfcamp formations in
New Mexico; (v) the Fort Worth Basin, which includes the Barnett
Shale formation in Texas; and (vi)
the Piceance Basin, which includes the Mesaverde formation as well
as the Mancos and Niobrara shale formations in Colorado and Utah. SMLP also owns an
ownership interest in Ohio Gathering, which is developing natural
gas gathering and condensate stabilization infrastructure in the
Utica Shale in Ohio. SMLP is
headquartered in The Woodlands,
Texas.
About Summit Midstream Partners, LLC
Summit Midstream
Partners, LLC ("Summit Investments") beneficially owns a 41.8%
limited partner interest in SMLP and indirectly owns and controls
the non-economic general partner of SMLP, Summit Midstream GP, LLC,
which has sole responsibility for conducting the business and
managing the operations of SMLP. Summit Investments is a privately
held company controlled by Energy Capital Partners II, LLC, and
certain of its affiliates. An affiliate of Energy Capital Partners
II, LLC directly owns an 7.2% limited partner interest in SMLP.
Forward-Looking Statements
This press release
includes certain statements concerning expectations for the future
that are forward-looking within the meaning of the federal
securities laws. Forward-looking statements contain known and
unknown risks and uncertainties (many of which are difficult to
predict and beyond management's control) that may cause SMLP's
actual results in future periods to differ materially from
anticipated or projected results. An extensive list of
specific material risks and uncertainties affecting SMLP is
contained in its 2018 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on February 26, 2019, and as amended and updated
from time to time. Any forward-looking statements in this press
release, including forward-looking statements regarding 2019
financial guidance or financial or operating expectations for 2019,
are made as of the date of this press release and SMLP undertakes
no obligation to update or revise any forward-looking statements to
reflect new information or events.
We do not provide the GAAP financial measures of net income
or loss or net cash provided by operating activities on a
forward-looking basis because we are unable to predict, without
unreasonable effort, certain components thereof including, but not
limited to, (i) income or loss from equity method investees and
(ii) asset impairments. These items are inherently uncertain
and depend on various factors, many of which are beyond our
control. As such, any associated estimate and its impact on
our GAAP performance and cash flow measures could vary materially
based on a variety of acceptable management
assumptions.
SUMMIT MIDSTREAM
PARTNERS, LP AND SUBSIDIARIES
|
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(In
thousands)
|
|
Assets
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
5,300
|
|
|
$
|
4,345
|
|
Accounts
receivable
|
|
|
91,978
|
|
|
|
97,936
|
|
Other current
assets
|
|
|
2,812
|
|
|
|
3,971
|
|
Total current
assets
|
|
|
100,090
|
|
|
|
106,252
|
|
Property, plant and
equipment, net
|
|
|
1,873,929
|
|
|
|
1,963,713
|
|
Intangible assets,
net
|
|
|
258,711
|
|
|
|
273,416
|
|
Goodwill
|
|
|
16,211
|
|
|
|
16,211
|
|
Investment in equity
method investees
|
|
|
640,226
|
|
|
|
649,250
|
|
Other noncurrent
assets
|
|
|
11,423
|
|
|
|
11,720
|
|
Total
assets
|
|
$
|
2,900,590
|
|
|
$
|
3,020,562
|
|
|
|
|
|
|
|
|
|
|
Liabilities and
Partners' Capital
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Trade accounts
payable
|
|
$
|
28,324
|
|
|
$
|
38,414
|
|
Accrued
expenses
|
|
|
20,610
|
|
|
|
21,963
|
|
Due to
affiliate
|
|
|
320
|
|
|
|
240
|
|
Deferred
revenue
|
|
|
11,639
|
|
|
|
11,467
|
|
Ad valorem taxes
payable
|
|
|
3,818
|
|
|
|
10,550
|
|
Accrued
interest
|
|
|
15,397
|
|
|
|
12,286
|
|
Accrued environmental
remediation
|
|
|
2,129
|
|
|
|
2,487
|
|
Other current
liabilities
|
|
|
12,858
|
|
|
|
12,645
|
|
Deferred Purchase
Price Obligation
|
|
|
100,000
|
|
|
|
—
|
|
Total current
liabilities
|
|
|
195,095
|
|
|
|
110,052
|
|
Long-term
debt
|
|
|
1,226,146
|
|
|
|
1,257,731
|
|
Noncurrent Deferred
Purchase Price Obligation
|
|
|
288,361
|
|
|
|
383,934
|
|
Noncurrent deferred
revenue
|
|
|
41,203
|
|
|
|
39,504
|
|
Noncurrent accrued
environmental remediation
|
|
|
3,126
|
|
|
|
3,149
|
|
Other noncurrent
liabilities
|
|
|
7,626
|
|
|
|
4,968
|
|
Total
liabilities
|
|
|
1,761,557
|
|
|
|
1,799,338
|
|
|
|
|
|
|
|
|
|
|
Series A Preferred
Units
|
|
|
300,741
|
|
|
|
293,616
|
|
Common limited
partner capital
|
|
|
838,292
|
|
|
|
902,358
|
|
General Partner
interests
|
|
|
—
|
|
|
|
25,250
|
|
Total partners'
capital
|
|
|
1,139,033
|
|
|
|
1,221,224
|
|
Total liabilities and
partners' capital
|
|
$
|
2,900,590
|
|
|
$
|
3,020,562
|
|
SUMMIT MIDSTREAM
PARTNERS, LP AND SUBSIDIARIES
|
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
Three months ended
March 31,
|
|
2019
|
|
|
2018
|
|
(In thousands,
except per-unit amounts)
|
Revenues:
|
|
|
|
|
|
|
Gathering services
and related fees
|
$
|
86,964
|
|
|
$
|
84,361
|
Natural gas, NGLs and
condensate sales
|
|
37,928
|
|
|
|
26,117
|
Other
revenues
|
|
6,516
|
|
|
|
6,842
|
Total
revenues
|
|
131,408
|
|
|
|
117,320
|
Costs and
expenses:
|
|
|
|
|
|
|
Cost of natural gas
and NGLs
|
|
31,759
|
|
|
|
20,286
|
Operation and
maintenance
|
|
24,222
|
|
|
|
24,604
|
General and
administrative
|
|
17,281
|
|
|
|
14,385
|
Depreciation and
amortization
|
|
27,727
|
|
|
|
26,677
|
Transaction
costs
|
|
950
|
|
|
|
57
|
Gain on asset sales,
net
|
|
(961)
|
|
|
|
(74)
|
Long-lived asset
impairment (1)
|
|
44,951
|
|
|
|
—
|
Total costs and
expenses
|
|
145,929
|
|
|
|
85,935
|
Other income
(expense), net
|
|
209
|
|
|
|
(7)
|
Interest
expense
|
|
(17,527)
|
|
|
|
(15,122)
|
Deferred Purchase
Price Obligation
|
|
(4,427)
|
|
|
|
(21,658)
|
Loss before income
taxes and (loss) income from
equity method investees
|
|
(36,266)
|
|
|
|
(5,402)
|
Income tax (expense)
benefit
|
|
(207)
|
|
|
|
171
|
(Loss) income from
equity method investees
|
|
(441)
|
|
|
|
1,386
|
Net loss
|
$
|
(36,914)
|
|
|
$
|
(3,845)
|
|
|
|
|
|
|
|
Loss per limited
partner unit:
|
|
|
|
|
|
|
Common unit
– basic
|
$
|
(0.58)
|
|
|
$
|
(0.18)
|
Common unit
– diluted
|
$
|
(0.58)
|
|
|
$
|
(0.18)
|
|
|
|
|
|
|
|
Weighted-average
limited partner units outstanding:
|
|
|
|
|
|
|
Common units
– basic
|
|
75,793
|
|
|
|
73,134
|
Common units
– diluted
|
|
75,793
|
|
|
|
73,134
|
__________
|
(1) Associated with
our decision to idle our existing 20 MMcf/d DJ Basin processing
plant in conjunction with the commissioning of our new 60 MMcf/d DJ
Basin processing plant, and to decommission an underutilized
Barnett Shale compressor station.
|
SUMMIT MIDSTREAM
PARTNERS, LP AND SUBSIDIARIES
|
|
UNAUDITED OTHER
FINANCIAL AND OPERATING DATA
|
|
|
|
|
Three months ended
March 31,
|
|
|
2019
|
|
|
2018
|
|
|
(Dollars in
thousands)
|
|
Other financial
data:
|
|
|
|
|
|
|
|
Net loss
|
$
|
(36,914)
|
|
|
$
|
(3,845)
|
|
Net cash provided by
operating activities
|
$
|
52,711
|
|
|
$
|
51,210
|
|
Capital
expenditures
|
$
|
60,848
|
|
|
$
|
40,778
|
|
Adjusted
EBITDA
|
$
|
68,970
|
|
|
$
|
70,309
|
|
Distributable cash
flow
|
$
|
40,228
|
|
|
$
|
44,151
|
|
Distributions
declared (1)
|
$
|
23,775
|
|
|
$
|
45,216
|
|
Distribution coverage
ratio (2)
|
1.69x
|
|
|
0.98x
|
|
|
|
|
|
|
|
|
|
Operating
data:
|
|
|
|
|
|
|
|
Aggregate average
daily throughput – natural gas (MMcf/d)
|
|
1,462
|
|
|
|
1,737
|
|
Aggregate average
daily throughput – liquids (Mbbl/d)
|
|
103.0
|
|
|
|
85.0
|
|
|
|
|
|
|
|
|
|
Ohio Gathering
average daily throughput (MMcf/d) (3)
|
|
711
|
|
|
|
771
|
|
__________
|
(1) Represents
distributions declared to common unitholders in respect of a given
period. For example, for the three months ended March 31, 2019,
represents the distributions declared in April 2019 to be paid in
May 2019.
|
(2) Distribution
coverage ratio calculation for the three months ended March 31,
2019 and 2018 is based on distributions declared to common
unitholders in respect of the first quarter of 2019 and 2018.
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
March 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
(In
thousands)
|
|
Reportable segment
adjusted EBITDA (1):
|
|
|
|
|
|
|
|
|
Utica
Shale
|
|
$
|
6,193
|
|
|
$
|
8,715
|
|
Ohio Gathering
(2)
|
|
|
9,210
|
|
|
|
10,477
|
|
Williston
Basin
|
|
|
18,734
|
|
|
|
15,970
|
|
DJ Basin
|
|
|
2,673
|
|
|
|
1,321
|
|
Permian
Basin
|
|
|
(550)
|
|
|
|
—
|
|
Piceance
Basin
|
|
|
25,999
|
|
|
|
27,914
|
|
Barnett
Shale
|
|
|
11,374
|
|
|
|
9,859
|
|
Marcellus
Shale
|
|
|
5,142
|
|
|
|
6,676
|
|
Total
|
|
$
|
78,775
|
|
|
$
|
80,932
|
|
Less Corporate and
Other (3)
|
|
|
9,805
|
|
|
|
10,623
|
|
Adjusted
EBITDA
|
|
$
|
68,970
|
|
|
$
|
70,309
|
|
__________
|
(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) impairments
and (viii) other noncash expenses or losses, less other noncash
income or gains.
|
(2) Represents our
proportional share of adjusted EBITDA for Ohio Gathering, 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, interest expense 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
March 31,
|
|
2019
|
|
|
2018
|
|
(In
thousands)
|
Reconciliations of
net income or loss to adjusted EBITDA and distributable cash flow:
|
|
|
|
|
|
|
Net loss
|
$
|
(36,914)
|
|
|
$
|
(3,845)
|
Add:
|
|
|
|
|
|
|
Interest
expense
|
|
17,527
|
|
|
|
15,122
|
Income tax expense
(benefit)
|
|
207
|
|
|
|
(171)
|
Depreciation and
amortization (1)
|
|
28,116
|
|
|
|
26,526
|
Proportional adjusted
EBITDA for equity method investees
(2)
|
|
9,210
|
|
|
|
10,477
|
Adjustments related to
MVC shortfall payments (3)
|
|
(4,199)
|
|
|
|
—
|
Adjustments related to
capital reimbursement activity (4)
|
|
(715)
|
|
|
|
40
|
Unit-based and noncash
compensation
|
|
2,526
|
|
|
|
1,962
|
Deferred Purchase
Price Obligation (5)
|
|
4,427
|
|
|
|
21,658
|
Gain on asset sales,
net
|
|
(961)
|
|
|
|
(74)
|
Long-lived asset
impairment
|
|
44,951
|
|
|
|
—
|
Other, net
(6)
|
|
4,354
|
|
|
|
—
|
Less:
|
|
|
|
|
|
|
(Loss) income from
equity method investees
|
|
(441)
|
|
|
|
1,386
|
Adjusted
EBITDA
|
$
|
68,970
|
|
|
$
|
70,309
|
Less:
|
|
|
|
|
|
|
Cash interest
paid
|
|
15,229
|
|
|
|
12,207
|
Senior notes interest
adjustment (7)
|
|
3,063
|
|
|
|
3,063
|
Series A Preferred
units distribution adjustment (8)
|
|
7,125
|
|
|
|
7,125
|
Maintenance capital
expenditures
|
|
3,325
|
|
|
|
3,763
|
Distributable cash
flow
|
$
|
40,228
|
|
|
$
|
44,151
|
|
|
|
|
|
|
|
Distributions
declared (9)
|
$
|
23,775
|
|
|
$
|
45,216
|
|
|
|
|
|
|
|
Distribution coverage
ratio (10)
|
1.69x
|
|
|
0.98x
|
__________
|
(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) For the three
months ended March 31, 2019, 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) Represents items
of income or loss that we characterize as unrepresentative of our
ongoing operations, including, in the three months ended March 31,
2019, $3.4 million of severance expense associated with our former
Chief Executive Officer and $0.9 million of transaction costs
associated with the Equity Restructuring we completed during the
quarter.
|
(7) Senior notes
interest adjustment represents the net of interest expense accrued
and paid during the period. Interest on the $300.0 million 5.5%
senior notes is paid in cash semi-annually in arrears on February
15 and August 15 until maturity in August 2022. Interest on
the $500.0 million 5.75% senior notes is paid in cash semi-annually
in arrears on April 15 and October 15 until maturity in April
2025.
|
(8) Series A
Preferred unit distribution adjustment represents the net of
distributions paid and accrued on the Series A Preferred
units. Distributions on the Series A preferred units are paid
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.
|
(9) Represents
distributions declared to common unitholders in respect of a given
period. For example, for the three months ended March 31, 2019,
represents the distributions declared in April 2019 to be paid in
May 2019.
|
(10) Distribution
coverage ratio calculation for the three months ended March 31,
2019 and 2018 is based on distributions declared in respect of the
first quarter of 2019 and 2018. Represents the ratio of
distributable cash flow to distributions declared.
|
SUMMIT MIDSTREAM
PARTNERS, LP AND SUBSIDIARIES
|
UNAUDITED
RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES
|
|
|
Three months Ended
March 31,
|
|
2019
|
|
|
2018
|
|
(In
thousands)
|
Reconciliation of
net cash provided by operating activities to adjusted
EBITDA and distributable cash
flow:
|
|
|
|
|
|
|
Net cash provided by
operating activities
|
$
|
52,711
|
|
|
$
|
51,210
|
Add:
|
|
|
|
|
|
|
Interest expense,
excluding amortization of debt issuance costs
|
|
16,447
|
|
|
|
14,082
|
Income tax expense
(benefit)
|
|
207
|
|
|
|
(171)
|
Changes in operating
assets and liabilities
|
|
303
|
|
|
|
4,315
|
Proportional adjusted
EBITDA for equity method investees (1)
|
|
9,210
|
|
|
|
10,477
|
Adjustments related to
MVC shortfall payments (2)
|
|
(4,199)
|
|
|
|
—
|
Adjustments related to
capital reimbursement activity (3)
|
|
(715)
|
|
|
|
40
|
Other, net
(4)
|
|
4,354
|
|
|
|
—
|
Less:
|
|
|
|
|
|
|
Distributions from
equity method investees
|
|
8,583
|
|
|
|
9,644
|
Noncash lease
expense
|
|
765
|
|
|
|
—
|
Adjusted
EBITDA
|
$
|
68,970
|
|
|
$
|
70,309
|
Less:
|
|
|
|
|
|
|
Cash interest
paid
|
|
15,229
|
|
|
|
12,207
|
Senior notes interest
adjustment (5)
|
|
3,063
|
|
|
|
3,063
|
Series A Preferred
units distribution adjustment (6)
|
|
7,125
|
|
|
|
7,125
|
Maintenance capital
expenditures
|
|
3,325
|
|
|
|
3,763
|
Distributable cash
flow
|
$
|
40,228
|
|
|
$
|
44,151
|
__________
|
(1) Reflects our
proportionate share of Ohio Gathering adjusted EBITDA, based on a
one-month lag.
|
(2) For the three
months ended March 31, 2019, 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 ended March 31,
2019, $3.4 million of severance expense associated with our former
Chief Executive Officer and $0.9 million of transaction costs
associated with the Equity Restructuring transaction we completed
during the quarter.
|
(5) Senior notes
interest adjustment represents the net of interest expense accrued
and paid during the period. Interest on the $300.0 million 5.5%
senior notes is paid in cash semi-annually in arrears on February
15 and August 15 until maturity in August 2022. Interest on
the $500.0 million 5.75% senior notes is paid in cash semi-annually
in arrears on April 15 and October 15 until maturity in April
2025.
|
(6) Series A
Preferred unit distribution adjustment represents the net of
distributions paid and accrued on the Series A Preferred
units. Distributions on the Series A Preferred units are paid
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.
|
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SOURCE Summit Midstream Partners, LP