0001549922FALSE00015499222024-08-082024-08-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2024
Summit Midstream Partners, LP
(Exact name of registrant as specified in its charter)
Delaware001-3566699-3056990
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
910 Louisiana Street, Suite 4200
Houston, TX 77002
(Address of principal executive office) (Zip Code)
(Registrants’ telephone number, including area code): (832) 413-4770
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common UnitsSMLPNew York Stock Exchange*
* The registrant’s Common Units are currently registered pursuant to Section 12(b) of the Act. On August 1, 2024, the New York Stock Exchange filed a Form 25-NSE with the United States Securities and Exchange Commission, which will delist the Common Units from the New York Stock Exchange on August 11, 2024.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o


Item 2.02 Results of Operations and Financial Condition.
On August 8, 2024, Summit Midstream Corporation (NYSE: SMC), a Delaware corporation (“SMC”), issued a press release announcing the results of operations of Summit Midstream Partners, LP, a Delaware limited partnership and a wholly-owned subsidiary of SMC, for the three months ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in this Item 2.02 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission, whether or not filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such document.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit NumberDescription
104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
1

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Summit Midstream Partners, LP
(Registrant)
By:Summit Midstream GP, LLC (its general partner)
Dated:August 9, 2024/s/ Matthew B. Sicinski
Matthew B. Sicinski, Senior Vice President and Chief Accounting Officer
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EXHIBIT 99.1
image_0a.jpg

Summit Midstream Corporation
910 Louisiana Street, Suite 4200
Houston, TX 77002
Summit Midstream Corporation Reports Second Quarter 2024
Financial and Operating Results of Summit Midstream Partners, LP
Houston, Texas (August 8, 2024) – Summit Midstream Corporation (NYSE: SMC) (“Summit”, “SMC” or the “Company”) announced today the financial and operating results of Summit Midstream Partners, LP ("SMLP"), a wholly-owned subsidiary of the Company, for the three months ended June 30, 2024.1
Highlights
•Second quarter 2024 net loss of $23.8 million, adjusted EBITDA of $43.1 million, cash flow available for distributions ("Distributable Cash Flow" or “DCF”) of $11.7 million and free cash flow (“FCF”) of $2.7 million
•Connected 34 wells during the second quarter and maintained an active customer base with three drilling rigs and more than 100 drilled but uncompleted wells (“DUCs”) behind our systems
•Successful execution of an upsized $500 million asset-based revolving credit facility (the “A&R ABL Facility”) and $575 million in aggregate principal amount of new 8.625% Senior Secured Second Lien Notes due 2029 (the "2029 Notes") expected to provide Summit with meaningfully improved financial flexibility
•Successfully reorganized from a master limited partnership ("MLP") to a C-corporation which is expected to deliver significant tax benefits to shareholders, enhance trading liquidity and appeal to a broader investor universe
•Reiterated pro forma 2024 adjusted EBITDA guidance of $170 million to $200 million2
Management Commentary
Heath Deneke, President, Chief Executive Officer and Chairman, commented, “Summit has made considerable progress towards executing on its long-term strategy over the last four months. On July 26, 2024, Summit closed on a refinance of the capital structure, including a new $500 million ABL facility and a new $575 million Senior Secured Notes issue, both maturing in 2029. With this maturity extension and improved liquidity profile, Summit is well positioned with a strong balance sheet and additional financial flexibility to support execution of the base business plan, continue to pursue opportunistic, bolt-on acquisitions and continue to utilize our strong free cash flow generating platform to further reduce debt and achieve our long-term leverage target of 3.5x.
Additionally, on July 18, 2024, SMLP unitholders voted to approve the reorganization from an MLP to a C-corporation, and effective August 1, 2024, Summit and SMLP have successfully completed the reorganization to a C-corporation. We believe both activities were vital steps towards continued growth and success of Summit, and we are very pleased with the outcomes.
Other than some operational downtime experienced in our Rockies segment, second quarter financial and operating results of SMLP were in line with management expectations. We continue to have an active customer base with three rigs currently running behind the systems and 34 wells turned-in-line during the second quarter, bringing total well count year-to-date to 105 wells. This level of activity has positioned Summit to have a strong second half of 2024 and we continue to expect to achieve our pro forma 2024 adjusted EBITDA guidance range of $170 million to $200 million."
Second Quarter 2024 Business Highlights
SMLP’s average daily natural gas throughput for its wholly owned operated systems decreased 46% to 716 MMcf/d, and liquids volumes increased 1.4% to 75 Mbbl/d, relative to the first quarter of 2024. The large decline in volume from the first quarter of 2024 is primarily due to the disposition of the Northeast segment. Double E Pipeline gross
1 As previously announced, on August 1, 2024, SMC completed the previously announced transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Summit SMC NewCo, LLC (“Merger Sub”), a wholly-owned subsidiary of the Company, SMLP and Summit Midstream GP, LLC, the general partner of SMLP, pursuant to which Merger Sub merged with and into SMLP (the “Merger”), with SMLP continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Corporate Reorganization”).
2 Represents pro forma Adjusted EBITDA assuming the Utica Transaction and Mountaineer Transaction each closed on December 31, 2023.
1
EXHIBIT 99.1
volumes transported increased from 467 MMcf/d to 549 MMcf/d, an 18% increase quarter-over-quarter and generated $7.8 million of adjusted EBITDA, net to SMLP, for the second quarter of 2024.
Natural gas price-driven segments:
•Natural gas price-driven segments had combined quarterly segment adjusted EBITDA of $19.9 million, representing a 59.7% decrease relative to the first quarter, primarily due to the disposition of the Northeast segment and combined capital expenditures of $1.6 million in the second quarter of 2024.
•Summit has fully exited the Northeast segment through the divestitures of Summit Midstream Utica, LLC, which included its approximately 36% interest in Ohio Gathering Company, LLC ("OGC"), approximately 38% interest in Ohio Condensate Company, LLC (collectively with OGC, "Ohio Gathering") and Summit Midstream Utica assets to a subsidiary of MPLX LP and divestiture of Mountaineer Midstream, LLC, a wholly owned subsidiary of SMLP, to Antero Midstream LLC.
•Piceance segment adjusted EBITDA totaled $12.8 million, a decrease of $2.4 million from the first quarter of 2024, primarily due to a 7.4% decrease in volume throughput, approximately $1.0 million of known contractual step-downs, $0.2 million of lower condensate sales and no new wells connected to the system during the quarter.
•Barnett segment adjusted EBITDA totaled $5.4 million, an increase of $0.3 million relative to the first quarter of 2024, primarily due to a 12.8% increase in volumes from a customer partially resuming flow on curtailed volumes and 14 new wells connected to the system from our anchor customer during the quarter, partially offset by $0.7 million increase in planned operating expenses. Subsequent to quarter end, our anchor customer turned-in-line a 5-well pad with initial production of approximately 28 MMcf/d. Currently, Barnett average volume throughput over the last five days has averaged over 260 MMcf/d. We estimate there is still approximately 30 MMcf/d of shut-in production behind the system. There is currently one rig running and 13 DUCs behind the system.
Oil price-driven segments:
•Oil price-driven segments generated $30.6 million of combined segment adjusted EBITDA, representing a 1.4% increase relative to the first quarter, and had combined capital expenditures of $7.9 million.
•Permian segment adjusted EBITDA totaled $7.7 million, an increase of $0.4 million from the first quarter of 2024, primarily due to 17.5% increase in volumes shipped on the Double E Pipeline leading to an increase in proportionate adjusted EBITDA from our Double E joint venture.
•Rockies segment adjusted EBITDA totaled $22.9 million, a decrease of 0.1% relative to the first quarter of 2024, primarily due to decreased product margin in the DJ Basin, partially offset by an 1.4% increase in liquids volume throughput and a 4.8% increase in natural gas volume throughput. We continued to experience operational downtime at a compressor station behind our DJ Basin gas gathering system. This downtime resulted in an increase in volume offloaded to another processing plant, which impacted product margin during the quarter by approximately $1.5 million. We expect this downtime to be partially resolved in the third quarter and fully resolved by the fourth quarter. There were 20 new wells connected during the quarter, including 18 in the DJ Basin and two in the Williston Basin. There are currently two rigs running and approximately 90 DUCs behind the systems.
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EXHIBIT 99.1
The following table presents average daily throughput by reportable segment for the periods indicated:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Average daily throughput (MMcf/d):
Northeast (1)
95 629404 610
Rockies130 99127 104
Piceance289 297301 292
Barnett202 182191 191
Aggregate average daily throughput716 1,2071,023 1,197
Average daily throughput (Mbbl/d):
Rockies75 7175 73
Aggregate average daily throughput75 7175 73
Ohio Gathering average daily throughput (MMcf/d) (2)
— 781425 709
Double E average daily throughput (MMcf/d) (3)
549 243508 254
_________
(1)Exclusive of Ohio Gathering due to equity method accounting.
(2)Gross basis, represents 100% of volume throughput for Ohio Gathering, subject to a one-month lag.
(3)Gross basis, represents 100% of volume throughput for Double E.
The following table presents adjusted EBITDA by reportable segment for the periods indicated:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(In thousands)(In thousands)
Reportable segment adjusted EBITDA (1):
Northeast (2)
$1,613 $20,201 $30,634 $38,055 
Rockies22,858 16,858 45,732 39,988 
Permian (3)
7,697 5,370 14,962 10,443 
Piceance12,848 14,365 28,081 28,348 
Barnett5,420 7,269 10,520 14,296 
Total$50,436 $64,063 $129,929 $131,130 
Less: Corporate and Other (4)
7,288 5,460 16,722 12,092 
Adjusted EBITDA (5)
$43,148 $58,603 $113,207 $119,038 
__________
(1)Segment adjusted EBITDA is a non-GAAP financial measure. 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 minimum volume commitments ("MVC") shortfall payments, (v) adjustments related to capital reimbursement activity, (vi) unit-based and noncash compensation, (vii) impairments and (viii) other noncash expenses or losses, less other noncash income or gains.
(2)Includes our proportional share of adjusted EBITDA for Ohio Gathering. Summit records financial results of its investment in Ohio Gathering on a one-month lag and is based on the financial information available to us during the reporting period. With the divestiture of Ohio Gathering in March 2024, proportional adjusted EBITDA includes financial results from December 1, 2023 through March 22, 2024. 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 during the respective period.
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EXHIBIT 99.1
(3)Includes our proportional share of adjusted EBITDA for Double E. We define proportional adjusted EBITDA for our equity method investees as the product of total revenues less total expenses, excluding impairments and other noncash income or expense items; multiplied by our ownership interest during the respective period.
(4)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 and transaction costs.
(5)Adjusted EBITDA is a non-GAAP financial measure.
Capital Expenditures
Capital expenditures totaled $10.5 million in the second quarter of 2024, inclusive of maintenance capital expenditures of $3.4 million. Capital expenditures in the second quarter of 2024 were primarily related to pad connections in the Rockies segment.
Six Months Ended June 30,
20242023
(In thousands)
Cash paid for capital expenditures (1):
Northeast$2,817 $805 
Rockies20,468 26,424 
Piceance873 2,560 
Barnett525 81 
Total reportable segment capital expenditures$24,683 $29,870 
Corporate and Other2,237 2,308 
Total cash paid for capital expenditures$26,920 $32,178 
__________
(1)Excludes cash paid for capital expenditures by Ohio Gathering and Double E due to equity method accounting.
Capital & Liquidity
As of June 30, 2024, SMLP had $156.0 million in unrestricted cash on hand and a fully undrawn $400 million asset-based revolving credit facility (the "Prior ABL Facility") with $372 million of borrowing availability, after accounting for $4.3 million of issued, but undrawn letters of credit and $24 million of commitment reserve for the 5.75% Senior Notes due 2025 (the "2025 Notes"). As of June 30, 2024, SMLP’s gross availability based on the borrowing base calculation in the credit agreement was $632 million, which is $232 million greater than the $400 million of lender commitments to the Prior ABL Facility. As of June 30, 2024, SMLP was in compliance with all financial covenants.
Subsequent to quarter end, SMLP amended and restated its existing first-lien, senior secured credit agreement, consisting of a $500 million asset-based revolving credit facility and issued $575 million in aggregate principal amount of 2029 Notes. The net proceeds from the sale of the 2029 Notes, together with cash on hand and borrowings under the A&R ABL Facility were used to repurchase or redeem all of the 8.500% Senior Secured Second Lien Notes due 2026 (the “2026 Secured Notes”) and 2025 Notes. After giving effect to the refinancing, including breakage costs and transaction fees, SMLP reported a total net leverage ratio of approximately 4.4x.
As of June 30, 2024, the Permian Transmission Credit Facility balance was $137.2 million, a reduction of $3.8 million relative to the March 31, 2024 balance of $141.1 million due to scheduled mandatory amortization. The Permian Transmission Term Loan remains non-recourse to SMC.
MVC Shortfall Payments
SMLP billed its customers $5.9 million in the second quarter of 2024 related to MVC shortfalls. For those customers that do not have MVC shortfall credit banking mechanisms in their gathering agreements, the MVC shortfall payments are accounted for as gathering revenue in the period in which they are earned. In the second quarter of 2024, SMLP recognized $5.9 million of gathering revenue associated with MVC shortfall payments. SMLP had $0.5 million of adjustments to MVC shortfall payments in the second quarter of 2024. SMLP’s MVC shortfall payment mechanisms contributed $5.4 million of total adjusted EBITDA in the second quarter of 2024.
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EXHIBIT 99.1
Three Months Ended June 30, 2024
MVC BillingsGathering revenueAdjustments to MVC shortfall paymentsNet impact to adjusted EBITDA
(In thousands)
Net change in deferred revenue related to MVC
   shortfall payments:
Piceance Basin$— $— $— $— 
Total net change$— $— $— $— 
MVC shortfall payment adjustments:
Rockies$411 $411 $(529)$(118)
Piceance4,961 4,961 — 4,961 
Northeast581 581 — 581 
Total MVC shortfall payment adjustments$5,953 $5,953 $(529)$5,424 
Total (1)
$5,953 $5,953 $(529)$5,424 
Six Months Ended June 30, 2024
MVC BillingsGathering revenueAdjustments to MVC shortfall paymentsNet impact to adjusted EBITDA
(In thousands)
Net change in deferred revenue related to MVC
   shortfall payments:
Piceance Basin$— $— $— $— 
Total net change$— $— $— $— 
MVC shortfall payment adjustments:
Rockies$1,201 $1,201 $(529)$672 
Piceance9,723 9,723 — 9,723 
Northeast2,288 2,288 — 2,288 
Total MVC shortfall payment adjustments$13,212 $13,212 $(529)$12,683 
Total (1)
$13,212 $13,212 $(529)$12,683 
__________
(1)Exclusive of Ohio Gathering and Double E due to equity method accounting.
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EXHIBIT 99.1
Quarterly Distribution
The Board of Directors of SMLP’s general partner continued to suspend cash distributions payable on its common units and on its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the "Series A Preferred Units") for the period ended June 30, 2024. Pursuant to the Merger Agreement, at the effective time of the Merger (i) each common unit was automatically converted into the right to receive one share of common stock, par value $0.01,of SMC and (ii) each of the Series A Preferred Units was automatically converted into the right to receive one share of Series A Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), of SMC. The liquidation preference of each share of Series A Preferred Stock was initially equal to $1,000 and the Certificate of Designation of Series A Floating Rate Cumulative Redeemable Perpetual Preferred Stock of Summit Midstream Corporation (the “Certificate of Designation”) deemed all accumulated and unpaid distributions on the Series A Preferred Units to be Series A Unpaid Cash Dividends (as defined in the Certificate of Designation) per share of Series A Preferred Stock, which constituted all consideration to be paid in respect to such Series A Preferred Units, and any rights to accumulated and unpaid distributions on such Series A Preferred Units were discharged.
Second Quarter 2024 Earnings Call Information
SMC will host a conference call at 10:00 a.m. Eastern on August 9, 2024, to discuss its quarterly operating and financial results. The call can be accessed via teleconference at: Q2 2024 Summit Midstream Corporation Earnings Conference Call (https://register.vevent.com/register/BI5642f88da4d246f9af0ef347fdc495ea). Once registration is completed, participants will receive a dial-in number along with a personalized PIN to access the call. While not required, it is recommended that participants join 10 minutes prior to the event start. The conference call, live webcast and archive of the call can be accessed through the Investors section of SMC's website at www.summitmidstream.com.
Use of Non-GAAP Financial Measures
We report financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). We also present adjusted EBITDA, segment adjusted EBITDA, Distributable Cash Flow, and Free Cash Flow, non-GAAP financial measures.
Adjusted EBITDA
We define adjusted EBITDA as net income or loss, plus interest expense, income tax expense, depreciation and amortization, our proportional adjusted EBITDA for equity method investees, adjustments related to MVC shortfall payments, adjustments related to capital reimbursement activity, unit-based and noncash compensation, impairments, items of income or loss that we characterize as unrepresentative of our ongoing operations and other noncash expenses or losses, income tax benefit, income (loss) from equity method investees and other noncash income or gains. Because adjusted EBITDA may be defined differently by other entities in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other entities, thereby diminishing its utility.
Management uses adjusted EBITDA in making financial, operating and planning decisions and in evaluating our financial performance. Furthermore, management believes that adjusted EBITDA 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 is used as a supplemental financial measure to assess:
•the ability of our assets to generate cash sufficient to make future potential cash distributions and support our indebtedness;
•the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;
•our operating performance and return on capital as compared to those of other entities in the midstream energy sector, without regard to financing or capital structure;
•the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities; and
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EXHIBIT 99.1
•the financial performance of our assets without regard to (i) income or loss from equity method investees, (ii) the impact of the timing of MVC 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.
Adjusted EBITDA has limitations as an analytical tool and investors should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. For example:
•certain items excluded from adjusted EBITDA 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 does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
•adjusted EBITDA does 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 does not reflect any cash requirements for such replacements.
We compensate for the limitations of adjusted EBITDA as an analytical tool by reviewing the comparable GAAP financial measures, understanding the differences between the financial measures and incorporating these data points into our decision-making process.
Distributable Cash Flow
We define Distributable Cash Flow as adjusted EBITDA, as defined above, less cash interest paid, cash paid for taxes, net interest expense accrued and paid on the senior notes, and maintenance capital expenditures.
Free Cash Flow
We define free cash flow as distributable cash flow attributable to common and preferred unitholders less growth capital expenditures, less investments in equity method investees, less distributions to common and preferred unitholders. Free cash flow excludes proceeds from asset sales and cash consideration paid for acquisitions.
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 Corporation
SMC is a value-driven corporation 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. SMC provides natural gas, crude oil and produced water gathering, processing and transportation services pursuant to primarily long-term, fee-based agreements with customers and counterparties in four unconventional resource basins: (i) the Williston Basin, which includes the Bakken and Three Forks shale formations in North Dakota; (ii) the Denver-Julesburg Basin, which includes the Niobrara and Codell shale formations in Colorado and Wyoming; (iii) the Fort Worth Basin, which includes the Barnett Shale formation in Texas; and (iv) the Piceance Basin, which includes the Mesaverde formation as well as the Mancos and Niobrara shale formations in Colorado. SMC has an equity method investment in Double E Pipeline, LLC, which provides interstate natural gas transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha Hub in Texas. SMC is headquartered in Houston, Texas.
Forward-Looking Statements
This press release includes certain statements concerning expectations for the future that are forward-looking within the meaning of the federal securities laws. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements and may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result,” and similar expressions, or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” In addition, any
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EXHIBIT 99.1
statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies and possible actions taken by SMC or its subsidiaries are also forward-looking statements. Forward-looking statements also contain known and unknown risks and uncertainties (many of which are difficult to predict and beyond management's control) that may cause SMC's actual results in future periods to differ materially from anticipated or projected results. An extensive list of specific material risks and uncertainties affecting SMC is contained in SMC’s Registration Statement on Form S-4 (Registration No. 333-279903), as declared effective on June 14, 2024. Any forward-looking statements in this press release are made as of the date of this press release and SMC undertakes no obligation to update or revise any forward-looking statements to reflect new information or events.

8

SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
June 30,
2024		December 31,
2023
(In thousands)
ASSETS
Cash and cash equivalents$156,008 $14,044 
Restricted cash4,208 2,601 
Accounts receivable55,991 76,275 
Other current assets5,227 5,502 
Total current assets221,434 98,422 
Property, plant and equipment, net1,366,522 1,698,585 
Intangible assets, net143,735 175,592 
Investment in equity method investees271,622 486,434 
Other noncurrent assets29,625 35,165 
TOTAL ASSETS$2,032,938 $2,494,198 
LIABILITIES AND CAPITAL
Trade accounts payable$19,090 $22,714 
Accrued expenses32,494 32,377 
Deferred revenue8,305 10,196 
Ad valorem taxes payable4,819 8,543 
Accrued compensation and employee benefits4,943 6,815 
Accrued interest16,160 19,298 
Accrued environmental remediation1,764 1,483 
Accrued settlement payable6,667 6,667 
Current portion of long-term debt65,708 15,524 
Other current liabilities6,695 10,395 
Total current liabilities166,645 134,012 
Long-term debt, net861,676 1,455,166 
Noncurrent deferred revenue29,496 30,085 
Noncurrent accrued environmental remediation1,198 1,454 
Other noncurrent liabilities21,839 30,266 
TOTAL LIABILITIES1,080,854 1,650,983 
Commitments and contingencies
Mezzanine Capital
Subsidiary Series A Preferred Units129,032 124,652 
Partners’Capital
Series A Preferred Units103,426 96,893 
Common limited partner capital 719,626 621,670 
Total partners' capital
823,052 718,563 
TOTAL LIABILITIES AND CAPITAL
$2,032,938 $2,494,198 
9

SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
June 30,		Six Months Ended
June 30,
2024202320242023
(In thousands, except per unit amounts)
Revenues:
Gathering services and related fees$45,213 $57,086 $107,198 $114,457 
Natural gas, NGLs and condensate sales47,959 36,082 97,051 85,245 
Other revenues8,143 4,725 15,937 10,690 
Total revenues101,315 97,893 220,186 210,392 
Costs and expenses:
Cost of natural gas and NGLs29,619 19,975 59,801 50,857 
Operation and maintenance23,440 25,158 48,452 49,130 
General and administrative14,164 10,812 28,949 20,799 
Depreciation and amortization23,917 30,132 51,784 59,956 
Transaction costs3,271 480 11,062 782 
Acquisition integration costs— 723 40 2,225 
(Gain) loss on asset sales, net34 (75)7 (143)
Long-lived asset impairments20 455 67,936 455 
Total costs and expenses94,465 87,660 268,031 184,061 
Other income, net2,131 1,006 2,118 1,062 
Gain on interest rate swaps920 3,268 3,510 1,995 
Gain (loss) on sale of business(2,192)(54)84,010 (36)
Gain on sale of Ohio Gathering— — 126,261 — 
Interest expense(31,457)(35,175)(69,303)(69,398)
Loss on early extinguishment of debt(4,964)— (4,964)— 
Income (loss) before income taxes and equity method investment income(28,712)(20,722)93,787 (40,046)
Income tax benefit654 — 444 252 
Income from equity method investees4,280 7,182 14,918 12,091 
Net income (loss)$(23,778)$(13,540)$109,149 $(27,703)
Net income (loss) per limited partner unit:
Common unit – basic$(2.91)$(1.91)$9.00 $(3.73)
Common unit – diluted$(2.91)$(1.91)$8.57 $(3.73)
Weighted-average limited partner units outstanding:
Common units – basic10,649 10,369 10,549 10,291 
Common units – diluted10,649 10,369 11,081 10,291 
__________




10

SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED OTHER FINANCIAL AND OPERATING DATA
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(In thousands)
Other financial data:
Net income (loss)$(23,778)$(13,540)$109,149 $(27,703)
Net cash provided by (used in) operating activities(12,643)1,945 30,973 51,640 
Capital expenditures10,522 15,740 26,920 32,178 
Contributions to equity method investees442 — 442 3,500 
Adjusted EBITDA43,148 58,603 113,207 119,038 
Cash flow available for distributions (1)
11,697 24,405 44,231 49,308 
Free Cash Flow2,723 9,118 19,901 16,684 
Distributions (2)
n/an/an/an/a
Operating data:
Aggregate average daily throughput – natural gas (MMcf/d)
716 1,207 1,023 1,197 
Aggregate average daily throughput – liquids (Mbbl/d)75 71 75 73 
Ohio Gathering average daily throughput (MMcf/d) (3)
— 781 425 709 
Double E average daily throughput (MMcf/d) (4)
549 243 508 254 
__________
(1)Cash flow available for distributions is also referred to as Distributable Cash Flow, or DCF.
(2)Represents distributions declared and ultimately paid or expected to be paid to preferred and common unitholders in respect of a given period. On May 3, 2020, the board of directors of SMLP’s general partner announced an immediate suspension of the cash distributions payable on its preferred and common units. Excludes distributions paid on the Subsidiary Series A Preferred Units issued at Summit Permian Transmission Holdco, LLC.
(3)Gross basis, represents 100% of volume throughput for Ohio Gathering, subject to a one-month lag.
(4)Gross basis, represents 100% of volume throughput for Double E.




11

SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(In thousands)
Reconciliations of net income to adjusted EBITDA and Distributable
    Cash Flow:
Net income (loss)$(23,778)$(13,540)$109,149 $(27,703)
Add:
Interest expense31,457 35,175 69,303 69,398 
Income tax benefit(654)— (444)(252)
Depreciation and amortization (1)
24,152 30,366 52,254 60,425 
Proportional adjusted EBITDA for equity method investees (2)
6,842 14,100 27,517 25,738 
Adjustments related to capital reimbursement activity (3)
(2,728)(2,481)(5,651)(3,667)
Unit-based and noncash compensation2,086 1,833 4,858 3,762 
Loss on early extinguishment of debt4,964 — 4,964 — 
(Gain) loss on asset sales, net34 (75)7 (143)
Long-lived asset impairment20 455 67,936 455 
Gain on interest rate swaps(920)(3,268)(3,510)(1,995)
(Gain) loss on sale of business2,192 — (84,010)36 
Gain on sale of Ohio Gathering— — (126,261)— 
Other, net (4)
3,761 3,220 12,013 5,075 
Less:
Income from equity method investees4,280 7,182 14,918 12,091 
Adjusted EBITDA$43,148 $58,603 $113,207 $119,038 
Less:
Cash interest paid56,597 53,167 65,807 62,587 
Cash paid for taxes15 15 15 15 
Senior notes interest adjustment (5)
(28,779)(21,065)(3,134)818 
Maintenance capital expenditures3,618 2,081 6,288 6,310 
Cash flow available for distributions (6)
$11,697 $24,405 $44,231 $49,308 
Less:
Growth capital expenditures6,904 13,659 20,632 25,868 
Investment in equity method investee442 — 442 3,500 
Distributions on Subsidiary Series A Preferred Units1,628 1,628 3,256 3,256 
Free Cash Flow$2,723 $9,118 $19,901 $16,684 
__________
(1)Includes the amortization expense associated with our favorable gas gathering contracts as reported in other revenues.
(2)Reflects our proportionate share of Double E and Ohio Gathering adjusted EBITDA. Summit records financial results of its investment in Ohio Gathering on a one-month lag and is based on the financial information available to us during the reporting period. With the divestiture of Ohio Gathering in March 2024, proportional adjusted EBITDA includes financial results from December 1, 2023 through March 22, 2024.
(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.
(4)Represents items of income or loss that we characterize as unrepresentative of our ongoing operations. For the six months ended June 30, 2024, the amount includes $13.3 million of transaction and other costs. For the six months ended June 30, 2023, the amount includes $2.2 million of integration costs, $2.1 million of transaction and other costs and $1.6 million of severance expense.
12

(5)Senior notes interest adjustment represents the net of interest expense accrued and paid during the period. Interest on the 2025 Notes was paid in cash semi-annually in arrears on April 15 and October 15 until maturity in April 2025. Interest on the 2026 Secured Notes and the 12.00% Senior Notes due 2026 (the “2026 Unsecured Notes”) was paid in cash semi-annually in arrears on April 15 and October 15 until maturity in October 2026.
(6)Represents cash flow available for distribution to preferred and common unitholders. Common distributions cannot be paid unless all accrued preferred distributions are paid. Cash flow available for distributions is also referred to as Distributable Cash Flow, or DCF.
13

SUMMIT MIDSTREAM PARTNERS, LP AND SUBSIDIARIES
UNAUDITED RECONCILIATIONS TO NON-GAAP FINANCIAL MEASURES
Six Months Ended June 30,
20242023
(In thousands)
Reconciliation of net cash provided by operating activities to adjusted
    EBITDA and distributable cash flow:
Net cash provided by operating activities$30,973 $51,640 
Add:
Interest expense, excluding amortization of debt issuance costs62,400 63,073 
Income tax benefit (444)(252)
Changes in operating assets and liabilities11,915 6,512 
Proportional adjusted EBITDA for equity method investees (1)
27,517 25,738 
Adjustments related to capital reimbursement activity (2)
(5,651)(3,667)
Realized gain on swaps(2,657)(2,418)
Other, net (3)
14,518 5,143 
Less:
Distributions from equity method investees23,659 23,904 
Noncash lease expense1,705 2,827 
Adjusted EBITDA$113,207 $119,038 
Less:
Cash interest paid65,807 62,587 
Cash paid for taxes15 15 
Senior notes interest adjustment (4)
(3,134)818 
Maintenance capital expenditures6,288 6,310 
Cash flow available for distributions (5)
$44,231 $49,308 
Less:
Growth capital expenditures20,632 25,868 
Investment in equity method investee442 3,500 
Distributions on Subsidiary Series A Preferred Units3,256 3,256 
Free Cash Flow$19,901 $16,684 
__________
(1)Reflects our proportionate share of Double E and Ohio Gathering adjusted EBITDA. Summit records financial results of its investment in Ohio Gathering on a one-month lag and is based on the financial information available to us during the reporting period. With the divestiture of Ohio Gathering in March 2024, proportional adjusted EBITDA includes financial results from December 1, 2023 through March 22, 2024.
(2)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.
(3)Represents items of income or loss that we characterize as unrepresentative of our ongoing operations. For the six months ended June 30, 2024, the amount includes $13.3 million of transaction and other costs. For the six months ended June 30, 2023, the amount includes $2.2 million of integration costs, $2.1 million of transaction and other costs and $1.6 million of severance expenses.
(4)Senior notes interest adjustment represents the net of interest expense accrued and paid during the period. Interest on the 2025 Notes was paid in cash semi-annually in arrears on April 15 and October 15 until maturity in April 2025. Interest on the 2026 Secured Notes and 2026 Unsecured Notes was paid in cash semi-annually in arrears on April 15 and October 15 until maturity in October 2026.
(5)Represents cash flow available for distribution to preferred and common unitholders. Common distributions cannot be paid unless all accrued preferred distributions are paid. Cash flow available for distributions is also referred to as Distributable Cash Flow, or DCF.
14

Contact: 832-413-4770, ir@summitmidstream.com
SOURCE: Summit Midstream Corporation
15
v3.24.2.u1
Cover
Aug. 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 08, 2024
Entity Registrant Name Summit Midstream Partners, LP
Entity Incorporation, State or Country Code DE
Entity File Number 001-35666
Entity Tax Identification Number 99-3056990
Entity Address, Address Line One 910 Louisiana Street
Entity Address, Address Line Two Suite 4200
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77002
City Area Code 832
Local Phone Number 413-4770
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Units
Trading Symbol SMLP
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001549922
Amendment Flag false
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