Summit Midstream Corp
For the period ended Mar 31, 2025. Filed May 12, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 12, 2025
SMC$27.13+1.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0002024218-24-000034
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-12.
0002024218-25-000050
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 221 previous paragraphs and 182 current paragraphs.
86 unchanged; 64 reworded; 28 added; 63 removed; 8 previous and 4 current paragraphs rearranged.
Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
•General economic conditions, whether internationally, nationally, or in the regional and local market areas in
Current report
which we do business, including any future economic downturn, the imposition of tariffs or trade or other
Current report
economic sanctions, and political instability;
Current report
Moonrise Acquisition. On March 10, 2025, the Company completed the transaction contemplated in the Membership Interest Purchase Agreement, dated as of March 10, 2025, by and among the Company, Summit Holdings, Fundare, and solely for purposes of Section 9.19 thereto, Fundare Resources Company, LLC, a Delaware limited liability company, pursuant to which Fundare contributed all of its equity interests in Moonrise to Summit Holdings in exchange for total consideration equal to approximately $90.0 million. Total consideration consisted of (i) a $70.0 million cash payment and (ii) the issuance of 462,265 shares of common stock of the Company.
Current report
Natural gas, NGL and crude oil supply and demand dynamics. Natural gas continues to be a critical component of energy supply and demand in the United States. Over the long term, we believe that the prospects for continued natural gas demand are favorable and will be driven primarily by global population and economic growth, as well as the continued displacement of coal-fired electricity generation by natural gas-fired electricity generation and increase in U.S. LNG exports. Over the next several years, we expect natural gas prices will support continued upstream industry activity by producers focused on natural gas production.
Current report
In addition, certain of our gathering systems are directly affected by crude oil supply and demand dynamics. Over the next several years, we expect that crude oil prices will support continued drilling activity and increasing production in the Williston Basin, Permian Basin, and given the current regulatory environment in Colorado, in rural parts of the DJ Basin where we operate.
Current report
Despite improving fundamentals that should support additional development activities, we note that over the last several years there has been an increasing societal opposition to the production of hydrocarbons generally, which may be reflected in legislation, executive orders or regulations that may significantly restrict the domestic production of fossil fuels, including natural gas.
Current report
Growth in production from U.S. shale plays. Over the past several years, natural gas production from unconventional shale resources has increased due to advances in technology that allow producers to extract significant volumes of natural gas from unconventional shale plays on favorable economic terms relative to most conventional plays. In recent years, a number of producers and their joint venture partners, including large international operators, industrial manufacturers and private equity sponsors, have committed significant capital to the development of these unconventional resources, including the Piceance, Barnett, Bakken, Permian and Arkoma Basin shale plays in which we operate. We believe that these long-term capital investments should support drilling activity in unconventional shale plays over the long term.
Current report
Rate of growth in production from U.S. shale plays. Some of our producer customers have adjusted their drilling and completion activities and schedules to manage drilling and completion costs at levels that are achievable using internally generated cash flow from their underlying operations. Historically, as part of a strategy to accelerate production growth, these producers would raise external capital to fund drilling and completion costs in excess of the cash flows generated from their underlying assets. Producers are experiencing increasing pressure from their investors to focus on returning capital and maximizing free cash flow versus re-investing that cash flow into development. In general, we expect our producer customers to maintain moderate completion and production activities across many of our systems relative to our previous expectations as a result of the commodity price environment and a continuation of the general trend of producers constraining drilling and completion activity to levels that can be satisfied with internally generated cash flow.
Current report
Capital markets availability and cost of capital. Capital markets conditions, including but not limited to availability and higher borrowing costs, could affect our ability to access the debt and equity capital markets, to the extent necessary, to fund our future growth. In addition, interest rates on future credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase accordingly.
Current report
The borrowings under our Amended and Restated ABL Facility, which have a variable interest rate, expose us to the risk of increasing interest rates.
Current report
Inflation and operating costs. The annual rate of inflation in the United States hit 6.5% in December 2022, one of the highest increases in more than three decades, as measured by the Consumer Price Index. While inflation has declined since further increases in inflation could increase our operating costs and the overall cost of capital projects we undertake. While some of our fee arrangements escalate based on changes in price indexes, these fee escalations may not be sufficient to offset an increase in our expenditures. Furthermore, inflation may impact producers’ economic decision making, which in turn could impact their willingness to develop acreage in areas that are more susceptible to inflationary pressures and labor force shortages.
Current report
•a volume throughput decrease of 712 MMcf/d for the Northeast segment.
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•a volume throughput increase of 309 MMcf/d for the Mid-Con segment.
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•a $24.1 million increase in the Mid-Con, primarily due to increased volume throughput as a result of the Tall Oak Acquisition;
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•a $6.9 million increase in the Rockies, primarily due to increased volume throughput; and
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•a $3.4 million increase in the Mid-Con, primarily related to increased volume throughput as a result of the Tall Oak Acquisition.
Current report
Three months ended March 31, 2025. Segment adjusted EBITDA increased $2.0 million, compared to the three months ended March 31, 2024, primarily as a result of higher product margins and approximately $1.1 million of EBITDA in connection with the Moonrise Acquisition.
Current report
Three months ended March 31, 2025. Segment adjusted EBITDA decreased $3.4 million compared to the three months ended March 31, 2024 primarily related to natural production declines.
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Mid-Con.
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Volume throughput for our Mid-Con reportable segment follows.
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Financial data for our Mid-Con reportable segment follows.
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Three months ended March 31, 2025. Segment adjusted EBITDA increased $17.4 million compared to the three months ended March 31, 2024, primarily as a result of the increased volume throughput discussed above.
Current report
Transaction costs. Transaction costs during the three months ended March 31, 2025 and 2024 were primarily related to the the Moonrise Acquisition and Utica Sale, respectively.
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•$292.3 million of cash inflows from the proceeds of the sale of Summit Utica; and
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Cash flows provided by financing activities during the three months ended March 31, 2025 primarily reflected:
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•$250.0 million of cash outflows for repayments on the Amended and Restated ABL Facility;
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•fluctuations in our effective tax rate; and
Removed paragraphs (63)
Previous report
Tall Oak Business Combination Agreement. On October 1, 2024, we entered into a Business Contribution Agreement (the “Business Contribution Agreement”), by and among the Company, the Partnership, and Tall Oak Midstream Holdings, LLC, a Delaware limited liability company (“Tall Oak Parent”), pursuant to which, among other things, upon the satisfaction of the terms and conditions set forth therein, Tall Oak Parent will contribute all of its equity interests (the “Tall Oak Interests”) in Tall Oak Midstream Operating, LLC, a Delaware limited liability company (“Tall Oak”), to the Partnership, in exchange for an aggregate amount equal to (i) $425.0 million, consisting of (a) $155.0 million in cash consideration, subject to certain adjustments contemplated by the Business Contribution Agreement, and (b) 7,471,008 shares of Class B common stock of the Company, par value $0.01 per share (the “Class B Common Stock”) and 7,471,008 common units representing limited partner interests of the Partnership (together with the Class B Common Stock, the “Securities”), plus (ii) potential cumulative earnout payments continuing through March 31, 2026 not to exceed $25.0 million in the aggregate that Tall Oak Parent may become entitled to receive pursuant to the Business Contribution Agreement subject to Tall Oak and its customers meeting certain development requirements.
Previous report
The consummation of the transaction contemplated by the Business Contribution Agreement (the “Transaction”) is subject to various closing conditions, including, among other things, the approval by the holders of a majority of all votes cast at a special meeting of the stockholders of the Company relating to the issuance of the Securities. At the closing of the Transaction, the Board of Directors will be increased from the current seven directors to eleven directors, and Tailwater Capital LLC will elect four new directors to the Board of Directors.
Previous report
Corporate Reorganization. On August 1, 2024, following unitholder approval at the Partnership’s Special Meeting of Unitholders on July 18, 2024, the Partnership consummated a previously announced transaction that resulted in the Partnership becoming a wholly owned subsidiary of a newly formed Delaware corporation, Summit Midstream Corporation. Upon the consummation of the Corporate Reorganization, each outstanding common unit of the Partnership was converted into the right to receive 1.000 shares of common stock of Summit Midstream Corporation and each outstanding Series A Preferred Unit was converted into the right to receive 1.000 shares of Series A Preferred Stock of Summit Midstream Corporation, with the liquidation preference of each share of Series A Preferred Stock initially equal to $1,000 and the Series A Certificate of Designation deeming all accumulated and unpaid distributions on the Series A Preferred Units to be Series A Unpaid Cash Dividends (as defined in the Series A 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.
Previous report
The Corporate Reorganization was accounted for as a common-control transaction between the Partnership and Summit Midstream Corporation as a result of the Partnership’s unitholders controlling both the Partnership and Summit Midstream Corporation before and after the Merger. In the case of this common-control transaction, the historical financial statements of the Partnership became the historical financial statements of Summit Midstream Corporation, except for certain changes that conform the Partnership’s historical financial statements to a corporate entity. These changes include, but are not limited to, the reclassification of the Partnership’s capital accounts to shareholders’ equity accounts and an update of certain limited partner terms to synonymous corporate entity terms. The Corporate Reorganization had no impact to historical revenues, expenses, assets, liabilities, or cash flows.
Previous report
Mountaineer Transaction. On May 1, 2024, we completed the Mountaineer Transaction for a cash sale price of $70.0 million, subject to customary post-closing adjustments. Mountaineer Midstream was the owner of midstream assets located in the Marcellus Shale. Prior to closing the Mountaineer Transaction, we sold related compression assets located in the Marcellus Shale to a compression service provider for approximately $5 million in April 2024.
Previous report
Summit Utica Sale. As previously announced on March 22, 2024, we completed the Utica Sale for a cash sale price of $625.0 million, subject to customary post-closing adjustments. Summit Utica was the owner of (i) approximately 36% of the issued and outstanding equity interests in OGC, (ii) approximately 38% of the issued and outstanding equity interests in OCC, together with OGC, Ohio Gathering and (iii) midstream assets located in the Utica Shale. Ohio Gathering was the owner of a natural gas gathering system and condensate stabilization facility located in Belmont and Monroe counties in the Utica Shale in southeastern Ohio.
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Refinancing Transactions. The Partnership issued the 2029 Secured Notes and completed the 2026 Secured Notes Tender Offer and subsequent redemption, and the redemption of the 2025 Senior Notes.
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2026 Secured Notes Tender Offer and Redemption. Concurrently with closing the offering of 2029 Secured Notes, Summit Holdings and Finance Corp. consummated a cash tender offer to purchase any and all of the outstanding 2026 Secured Notes. Summit Holdings and Finance Corp. accepted for payment and made payment for $649.8 million aggregate principal amount of the 2026 Secured Notes validly tendered in the 2026 Notes Tender Offer. On July 26, 2024, concurrently with consummation of the 2026 Secured Notes Tender Offer, Summit Holdings and Finance Corp. delivered a notice of redemption to holders of 2026 Secured Notes for the redemption of all $114.7 million aggregate principal amount of 2026 Secured Notes not purchased in the 2026 Secured Notes Tender Offer, at a price equal to 102.125% of the principal amount thereof, plus accrued and unpaid interest to the redemption date (which was October 15, 2024). On July 26, 2024, concurrently with delivery of the notice of redemption, Summit Holdings and Finance Corp. irrevocably deposited $121.2 million in aggregate principal amount of non-callable United States Treasury securities, which included amounts for principal, interest, and premium with the trustee to satisfy and discharge the 2026 Secured Notes until redeemed on October 15, 2024 with the funds deposited with the trustee. On
Previous report
October 15, 2024, the 2026 Secured Notes were fully repaid.
Previous report
2025 Senior Notes Redemption. On July 17, 2024, Summit Holdings and Finance Corp. delivered a conditional notice of redemption to holders of 2025 Senior Notes for the redemption of all $49.8 million aggregate principal amount of outstanding 2025 Senior Notes, at a price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, which was conditioned on the closing of the offering of 2029 Secured Notes. On July 26, 2024, concurrently with closing of the offering of 2029 Secured Notes, Summit Holdings and Finance Corp. irrevocably deposited $50.6 million in aggregate principal amount of non-callable United States Treasury securities, which included amounts for principal and interest with the trustee to satisfy and discharge the 2025 Senior Notes until redeemed with the funds deposited with the trustee. On
Previous report
August 16, 2024, the 2025 Senior Notes were fully repaid.
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Conclusion of Strategic Alternatives Review. In connection with the announcement of the Utica Sale, we also announced the conclusion of the strategic alternative review process undertaken by our Board of Directors that was previously announced on October 3, 2023. While we have concluded our active process, we remain open to all potential value-enhancing transactions.
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•throughput volume;
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•revenues;
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•operation and maintenance expenses;
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•capital expenditures; and
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•segment adjusted EBITDA.
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•a volume throughput decrease of 752 MMcf/d for the Northeast segment.
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•a volume throughput increase of 11 MMcf/d for the Rockies segment.
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•a volume throughput increase of 85 MMcf/d for the Barnett segment.
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Natural gas throughput volumes decreased 346 MMcf/d for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily reflecting:
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•a volume throughput decrease of 389 MMcf/d for the Northeast segment.
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•a volume throughput increase of 19 MMcf/d for the Rockies segment.
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•a volume throughput increase of 28 MMcf/d for the Barnett segment.
Previous report
Crude oil and produced water throughput volumes at the Rockies segment decreased for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, primarily as a result of natural production declines, offset by 25 new well connections that came online subsequent to September 30, 2023.
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•a $2.3 million increase in the Barnett, primarily due to increased volume throughput.
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•a $3.8 million increase in the Rockies, primarily due to increased volume throughput.
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Total revenues decreased $9.0 million during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, comprised of a $29.3 million decrease in gathering services and related fees, offset by a $14.9 million increase in natural gas, NGLs and condensate sales and a $5.4 million increase in other revenue.
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Gathering Services and Related Fees. Gathering services and related fees decreased $29.3 million compared to the nine months ended September 30, 2023, primarily reflecting:
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•a $3.7 million decrease in the Piceance, primarily due to contractual step-downs; offset by increased volume throughput.
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•a $17.0 million increase in the Rockies, primarily due to increased volume throughput; and
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•a $1.8 million decrease in the Piceance; primarily due to lower commodity prices; partially offset by increased volume throughput.
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Total costs and expenses increased $79.3 million during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
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Cost of natural gas and NGLs increased $10.1 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.
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Operation and maintenance expense decreased $2.4 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.
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Interest expense decreased $9.0 million for the nine months ended September 30, 2024, compared to nine months ended September 30, 2023, primarily due to $12.3 million of reduced interest expense as a result of decreased borrowings on the Amended and Restated ABL Facility, $9.6 million of reduced interest expense as a result of the 2026 Secured Notes Tender Offer and Asset Sale Offer that occurred in July 2024 and May 2024, respectively and $9.4 million of reduced interest expense as a result of the exchange and repurchase of $209.7 million of the 2025 Senior Notes that occurred in November 2023, partially offset by $12.0 million of increased borrowing costs on the 2026 Unsecured Notes issued in November 2023 and $9.0 million of increased borrowing costs on the 2029 Secured Notes issued in July 2024.
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Segment Overview for the Three and Nine Months Ended September 30, 2024 and 2023
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Volume throughput for the Northeast, excluding Ohio Gathering, decreased for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, primarily due to the sale of our Mountaineer Midstream system and the disposition of Summit Utica as discussed above.
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Volume throughput for the Ohio Gathering system decreased for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, primarily due to the disposition of Summit Utica, which owns an interest in the Ohio Gathering system.
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Three and nine months ended September 30, 2024. Segment adjusted EBITDA decreased $27.8 million and $35.2 million, compared to the three and nine months ended September 30, 2023, respectively, primarily as the result of the sale of our Mountaineer Midstream system and the disposition of Summit Utica, the owner of our equity method investment, Ohio Gathering.
Showing the first 40 of 63 passages. Open the source sections for the rest.
Reworded paragraphs (64)
Previous wording
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to inform the reader about matters affecting the financial condition and results of operations of the Company and its subsidiaries for the periods since December 31, 2023. As a result, the following discussion should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and notes thereto included in this report and the MD&A and the audited consolidated financial statements and related notes that are included in the Partnership’s 2023 Annual Report. Among other things, those financial statements and the related notes include more detailed information regarding the basis of presentation for the following information. This discussion contains forward-looking statements that constitute our plans, estimates and beliefs. These forward-looking statements involve numerous risks and uncertainties, including, but not limited to, those discussed in the section “Forward-Looking Statements.” Actual results may differ materially from those contained in any forward-looking statements.
Current wording
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to inform the reader about matters affecting the financial condition and results of operations of the Company and its subsidiaries for the periods since December 31, 2024. As a result, the following discussion should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and notes thereto included in this report and the MD&A and the audited consolidated financial statements and related notes that are included in the Company’s 2024 Annual Report. Among other things, those financial statements and the related notes include more detailed information regarding the basis of presentation for the following information. This discussion contains forward-looking statements that constitute our plans, estimates and beliefs. These forward-looking statements involve numerous risks and uncertainties, including, but not limited to, those discussed in the section “Forward-Looking Statements.” Actual results may differ materially from those contained in any forward-looking statements.
Previous wording
Our financial results are driven primarily by volume throughput across our gathering systems and by expense management. We generate the majority of our revenues from the gathering, compression, treating and processing services that we provide to our customers. A majority of the volumes that we gather, compress, treat and/or process have a fixed-fee rate structure which enhances the stability of our cash flows by providing a revenue stream that is not subject to direct commodity price risk. We also earn a portion of our revenues from the following activities that directly expose us to fluctuations in commodity prices: (i) the sale of physical natural gas and/or NGLs purchased under percentage-of-proceeds or other processing arrangements with certain of our customers in the Rockies and Piceance segments, (ii) the sale of natural gas we retain from certain Barnett segment customers, (iii) the sale of condensate we retain from our gathering services in the Rockies and Piceance segment and (iv) additional gathering fees that are tied to the performance of certain commodity price indexes which are then added to the fixed gathering rates.
Current wording
Our financial results are driven primarily by volume throughput across our gathering systems and by expense management. We generate the majority of our revenues from the gathering, compression, treating and processing services that we provide to our customers. A majority of the volumes that we gather, compress, treat and/or process have a fixed-fee rate structure which enhances the stability of our cash flows by providing a revenue stream that is not subject to direct commodity price risk. We also earn a portion of our revenues from the following activities that directly expose us to fluctuations in commodity prices: (i) the sale of physical natural gas and/or NGLs purchased under percentage-of-proceeds or other processing arrangements with certain of our customers in the Rockies, Piceance and Mid-Con segments, (ii) the sale of natural gas we retain from certain Mid-Con segment customers, (iii) the sale of condensate we retain from our gathering services in the Rockies and Piceance segment and (iv) additional gathering fees that are tied to the performance of certain commodity price indexes which are then added to the fixed gathering rates.
Previous wording
The following table presents certain consolidated and reportable segment financial data. For additional information on our reportable segments, see the “Segment Overview for the Three and Nine Months Ended September 30, 2024 and 2023” section included herein.
Current wording
The following table presents certain consolidated and reportable segment financial data. For additional information on our reportable segments, see the “Segment Overview for the Three Months Ended March 31, 2025 and 2024” section included herein.
Previous wording
(1)See “Liquidity and Capital Resources” herein to the unaudited condensed consolidated financial statements for additional information on capital expenditures.
Current wording
(1)See “Liquidity and Capital Resources” herein for additional information on capital expenditures.
Previous wording
Capital structure optimization and portfolio management. We intend to continue to improve our capital structure in the future by reducing our indebtedness with free cash flow, and when appropriate, we may pursue opportunistic transactions with the objective of increasing long term shareholder value. This may include opportunistic acquisitions, divestitures, re-allocation of capital to new or existing areas, and development of joint ventures involving our existing midstream assets or new investment opportunities. We believe that our current cash balance, internally generated cash flow, our Amended and Restated ABL Facility, the Permian Credit Facility, and access to debt or equity will be adequate to finance our strategic initiatives. To attain our overall corporate strategic objectives, we may conduct an asset divestiture, or divestitures, at a transaction valuation that is less than the net book value of the divested asset. For additional information, see Note 17 – Subsequent Events.
Current wording
Capital structure optimization and portfolio management. We intend to continue to improve our capital structure in the future by reducing our indebtedness with free cash flow, and when appropriate, we may pursue opportunistic transactions with the objective of increasing long term shareholder value. This may include opportunistic acquisitions, divestitures, re-allocation of capital to new or existing areas, and development of joint ventures involving our existing midstream assets or new investment opportunities. We believe that our current cash balance, internally generated cash flow, our Amended and Restated ABL Facility, the Permian Credit Facility, and access to debt or equity will be adequate to finance our strategic initiatives. To attain our overall corporate strategic objectives, we may conduct an asset divestiture, or divestitures, at a transaction valuation that is less than the net book value of the divested asset. On March 24, 2025, the Company filed a registration statement on Form S-3, which was declared effective by the SEC on April 1, 2025, registering an indeterminate number or amount, as the case may be, of certain equity securities under the Securities Act to be sold by the Company from time to time at indeterminate prices, which together shall have a maximum aggregate offering price not to exceed $240.0 million.
Previous wording
Ongoing impact of political and economic conditions and events in foreign oil and natural gas producing countries on commodity prices. Although we operate solely in the United States, certain events and conditions in foreign oil and natural gas producing countries, such as the continued conflict in the Middle East, including the Hamas-Israel war, the Hezbollah-Israel conflict, and Russia’s invasion of Ukraine, could have potential effects on us, including, but not limited to, volatility in currencies and commodity prices, higher inflation, cost and supply chain pressures and availability and disruptions in banking systems and capital markets. As of the date of filing, there have been no material impacts to us.
Current wording
Ongoing impact of political and economic conditions and events in foreign oil and natural gas producing countries on commodity prices. Although we operate solely in the United States, certain events and conditions in foreign oil and natural gas producing countries, such as the continued conflict in the Middle East, including the Hamas-Israel war, and Russia’s invasion of Ukraine, could have potential effects on us, including, but not limited to, volatility in currencies and commodity prices, higher inflation, cost and supply chain pressures and availability and disruptions in banking systems and capital markets. As of the date of filing, there have been no material impacts to us.
Previous wording
Impact of increases in interest rates. Increases in interest rates could adversely affect our future ability to obtain financing or materially increase the cost of existing and any additional financing. Since March 2022, the Federal Reserve has raised its target range for the federal funds rate multiple times to a current target range of 4.50% to 4.75%, and the timing of any potential further increases or decreases remains uncertain. As of September 30, 2024, we had approximately $689.7 million principal of fixed-rate debt, $150.0 million outstanding under our variable rate Amended and Restated ABL Facility and $133.3 million outstanding under the variable rate Permian Transmission Term Loan (see Note 8 - Debt). As of September 30, 2024, we had $120.0 million of interest rate exposure hedged to offset the impact of changes in interest rates on our Permian Transmission Term Loan.
Current wording
Impact of increases in interest rates. Increases in interest rates could adversely affect our future ability to obtain financing or materially increase the cost of existing and any additional financing. Since March 2022, the Federal Reserve has raised its target range for the federal funds rate multiple times and the timing of any potential further increases or decreases remains uncertain. As of March 31, 2025, we had approximately $825.0 million principal of fixed-rate debt, $145.0 million outstanding under our variable rate Amended and Restated ABL Facility and $125.3 million outstanding under the variable rate Permian Transmission Term Loan (see Note 8 - Debt). As of March 31, 2025, we had $112.8 million of interest rate exposure hedged to offset the impact of changes in interest rates on our Permian Transmission Term Loan.
Previous wording
Prior to the Utica Sale and Mountaineer Transaction, we conducted and reported our operations in the midstream energy industry through five reportable segments: Northeast, Rockies, Permian, Piceance and Barnett. Each of our reportable segments provides midstream services in a specific geographic area and our reportable segments reflect the way in which we internally report the financial information used to make decisions and allocate resources in connection with our operations. For additional information see Note 16 - Segment Information.
Current wording
We currently conduct and report our operations in the midstream energy industry through four reportable segments: Rockies, Permian, Piceance and Mid-Con. Each of our reportable segments provides midstream services in a specific geographic area and our reportable segments reflect the way in which we internally report the financial information used to make decisions and allocate resources in connection with our operations (see Note 16 - Segment Information to the consolidated financial statements). Our management uses a variety of financial and operational metrics to analyze our consolidated and segment performance and we view these metrics as important factors in evaluating our profitability. These metrics include (i) throughput volume, (ii) revenues, (iii) operation and maintenance expenses, (iv) capital expenditures and (v) segment adjusted EBITDA.
Previous wording
We review these metrics on a regular basis for consistency and trend analysis. There have been no changes in the composition or characteristics of these metrics during the three and nine months ended September 30, 2024.
Current wording
We review these metrics on a regular basis for consistency and trend analysis. There have been no changes in the composition or characteristics of these metrics during the three months ended March 31, 2025.
Previous wording
Consolidated Overview for the Three and Nine Months Ended September 30, 2024 and 2023
Current wording
Consolidated Overview for the Three Months Ended March 31, 2025 and 2024
Previous wording
(1)Excludes volume throughput for Ohio Gathering and Double E. For additional information, see the Northeast and Permian sections herein under the caption “Segment Overview for the Three and Nine Months Ended September 30, 2024 and 2023”.
Current wording
(1)Excludes volume throughput for Ohio Gathering and Double E. For additional information, see the Northeast and Permian sections herein under the caption “Segment Overview for the Three Months Ended March 31, 2025 and 2024”.
Previous wording
Volumes – Gas. Natural gas throughput volumes decreased 685 MMcf/d for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily reflecting:
Current wording
Volumes – Gas. Natural gas throughput volumes decreased 444 MMcf/d for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, primarily reflecting:
Previous wording
•a volume throughput decrease of 29 MMcf/d for the Piceance segment.
Current wording
•a volume throughput decrease of 46 MMcf/d for the Piceance segment.
Previous wording
Volumes – Liquids. Crude oil and produced water throughput volumes at the Rockies segment decreased for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, primarily as a result of natural production declines, offset by 25 new well connections that came online subsequent to September 30, 2023.
Current wording
Volumes – Liquids. Crude oil and produced water throughput volumes at the Rockies segment remained consistent for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to natural production declines, offset by 19 new well connections that came online subsequent to March 31, 2024 and additional throughput in connection with the Moonrise Acquisition..
Previous wording
For additional information on volumes, see the “Segment Overview for the Three and Nine Months Ended September 30, 2024 and 2023” section herein.
Current wording
For additional information on volumes, see the “Segment Overview for the Three Months Ended March 31, 2025 and 2024” section herein.
Previous wording
Revenues. Total revenues decreased $18.8 million during the three months ended September 30, 2024 compared to the three months ended September 30, 2023, comprised of a $22.0 million decrease in gathering services and related fees, offset by a $3.1 million increase in natural gas, NGLs and condensate sales, a $0.1 million increase in other revenue.
Current wording
Revenues. Total revenues increased $13.8 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, comprised of a $10.2 million increase in natural gas, NGLs and condensate sales, a $2.2 million increase in gathering services and related fees and a $1.4 million increase in other revenue.
Previous wording
Gathering Services and Related Fees. Gathering services and related fees decreased $22.0 million compared to the three months ended September 30, 2023, primarily reflecting:
Current wording
Gathering Services and Related Fees. Gathering services and related fees increased $2.2 million compared to the three months ended March 31, 2024, primarily reflecting:
Previous wording
•a $18.2 million decrease in the Northeast, primarily due to the sale of the Mountaineer Midstream system and the disposition of Summit Utica;
Current wording
•a $16.9 million decrease in the Northeast, primarily due to the sale of the Mountaineer Midstream system and the disposition of Summit Utica;
Previous wording
•a $3.1 million decrease in the Piceance, primarily due to decreased volume throughput and contractual step-downs; and
Current wording
•a $4.6 million decrease in the Piceance, primarily due to decreased volume throughput; and
Previous wording
•a $3.1 million decrease in the Rockies, primarily due to decreased volume throughput;
Current wording
•a $0.5 million decrease in the Rockies, primarily due to decreased volume throughput.
Previous wording
Natural Gas, NGLs and Condensate Sales. Natural gas, NGLs and condensate revenues increased $3.1 million compared to the three months ended September 30, 2023, primarily reflecting:
Current wording
Natural Gas, NGLs and Condensate Sales. Natural gas, NGLs and condensate revenues increased $10.2 million compared to the three months ended March 31, 2024, primarily reflecting:
Previous wording
Costs and Expenses. Total costs and expenses decreased $4.7 million during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.
Current wording
Costs and Expenses. Total costs and expenses decreased $55.4 million during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Previous wording
Cost of Natural Gas and NGLs. Cost of natural gas and NGLs increased $1.1 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023.
Current wording
Cost of Natural Gas and NGLs. Cost of natural gas and NGLs increased $5.3 million for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.
Previous wording
Operation and Maintenance. Operation and maintenance expense decreased $1.7 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023.
Current wording
Operation and Maintenance. Operation and maintenance expense increased $8.5 million for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.
Previous wording
Interest Expense. Interest expense decreased $8.9 million for the three months ended September 30, 2024, compared to three months ended September 30, 2023, primarily due to $10.5 million of reduced interest expense as a result of the 2026 Secured Notes Tender Offer and Asset Sale Offer that occurred in July 2024 and May 2024, respectively, $4.5 million of reduced interest expense as a result of decreased borrowings on the Amended and Restated ABL Facility and $3.4 million of reduced interest expense as a result of the exchange and repurchase of $209.7 million of the 2025 Senior Notes that occurred in November 2023, partially offset by $8.9 million of increased borrowing costs in connection with issuance of the 2029 Secured Notes in July 2024.
Current wording
Interest Expense. Interest expense decreased $15.3 million for the three months ended March 31, 2025, compared to three months ended March 31, 2024, primarily due to $18.6 million of reduced interest expense as a result of the 2026 Secured Notes Tender Offer and the Asset Sale Offer that occurred in July 2024 and May 2024, respectively, $4.0 million of reduced interest expense as a result of decreased borrowings on the Amended and Restated ABL Facility and $6.3 million of reduced interest expense due to the full repayment and discharge of the 2026 Unsecured Notes in June 2024, partially offset by $16.7 million of increased borrowing costs in connection with issuance of the 2029 Secured Notes in July 2024 and January 2025.
Previous wording
Natural gas. Natural gas volume throughput increased for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, primarily reflecting 123 new well connections that came online subsequent to September 30, 2023, partially offset by winter related interruptions which occurred during the first quarter of 2024.
Current wording
Natural gas. Natural gas volume throughput increased for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily reflecting 83 new well connections that came online subsequent to March 31, 2024, additional throughput in connection with the Moonrise Acquisition, partially offset by a 17 MMcf/d reduction in gas delivered by third parties and natural production declines.
Previous wording
For the three months ended September 30, 2024 and 2023, costs of natural gas and NGLs includes $13.5 million and $10.1 million, respectively, of gathering fees collected under percentage of proceeds arrangements.
Current wording
For the three months ended March 31, 2025 and 2024, costs of natural gas and NGLs includes $13.3 million and $11.2 million, respectively, of gathering fees collected under percentage of proceeds arrangements.
Previous wording
Liquids. Liquids volume throughput decreased for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, primarily due to natural production declines, offset by 25 new well connections that came online subsequent to September 30, 2023.
Current wording
Liquids. Liquids volume throughput remained consistent for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to natural production declines, offset by 19 new well connections that came online subsequent to March 31, 2024 and additional throughput in connection with the Moonrise Acquisition.
Previous wording
Volume throughput for Double E increasedfor the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023.
Current wording
Volume throughput for Double E increasedfor the three months ended March 31, 2025, compared to the three months ended March 31, 2024.
Previous wording
Three and nine months ended September 30, 2024. Segment adjusted EBITDA increased $2.6 million and $7.2 million, compared to the three and nine months ended September 30, 2023, primarily as a result of an increase in proportional adjusted EBITDA from our equity method investment in Double E.
Current wording
Three months ended March 31, 2025. Segment adjusted EBITDA increased $1.0 million compared to the three months ended March 31, 2024, primarily as a result of an increase in proportional adjusted EBITDA from our equity method investment in Double E.
Previous wording
Volume throughput decreased for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, primarily as a result of natural production declines, offset by 21 new well connections that came online subsequent to September 30, 2023.
Current wording
Volume throughput decreased for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily as a result of natural production declines.
Previous wording
Volume throughput increased for the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, primarily as a result of 27 new well connections that came online subsequent to September 30, 2023, partially offset by temporary production curtailments associated with reductions in commodity pricing.
Current wording
Volume throughput increased for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily as a result of the Tall Oak Acquisition and 34 new well connections that came online subsequent to March 31, 2024 and the resumption of previous production curtailments associated with reductions in commodity pricing.
Previous wording
(1)The Partnership recorded its financial results of its investment in Ohio Gathering on a one-month lag based on 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 ($2.5 million for March 1, 2024 - March 22, 2024).
Current wording
(1)SMLP recorded its financial results of its investment in Ohio Gathering on a one-month lag based on 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 ($2.5 million for March 1, 2024 - March 22, 2024).
Previous wording
Corporate and Other Overview for the Three and Nine Months Ended September 30, 2024 and 2023
Current wording
Corporate and Other Overview for the Three Months Ended March 31, 2025 and 2024
Previous wording
General and administrative. General and administrative expenses increased by $1.7 million and $9.3 million for the three and nine months ended September 30, 2024, compared to the three months ended September 30, 2023, respectively, primarily due to increased employee salaries and benefit expense, as well as professional and other expenses associated with our Corporate Reorganization.
Current wording
General and administrative. General and administrative expenses increased by $1.9 million for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to increased professional and legal expenses.
Previous wording
Interest expense. Interest expense decreased $8.9 million for the three months ended September 30, 2024, compared to three months ended September 30, 2023, primarily due to $10.5 million of reduced interest expense as a result of the 2026 Secured Notes Tender Offer and Asset Sale Offer that occurred in July 2024 and May 2024, respectively, $4.5 million of reduced interest expense as a result of decreased borrowings on the Amended and Restated ABL Facility and $3.4 million of reduced interest expense as a result of the exchange and repurchase of $209.7 million of the 2025 Senior Notes that occurred in November 2023, partially offset by $8.9 million of increased borrowing costs in connection with issuance of the 2029 Secured Notes in July 2024.
Current wording
Interest expense. Interest expense decreased $15.3 million for the three months ended March 31, 2025, compared to three months ended March 31, 2024, primarily due to $18.6 million of reduced interest expense as a result of the 2026 Secured Notes Tender Offer and the Asset Sale Offer that occurred in July 2024 and May 2024, respectively, $4.0 million of reduced interest expense as a result of decreased borrowings on the Amended and Restated ABL Facility and $6.3 million of reduced interest expense due to the full repayment and discharge of the 2026 Unsecured Notes in June 2024, partially offset by $16.7 million of increased borrowing costs in connection with issuance of the 2029 Secured Notes in July 2024 and January 2025.
Previous wording
We rely primarily on internally generated cash flows as well as current cash balance and external financing sources, including commercial bank borrowings, and the issuance of debt, equity and preferred equity securities, and proceeds from potential asset divestitures to fund our capital expenditures. We believe that our Amended and Restated ABL Facility and Permian Transmission Credit Facility, together with internally generated cash flows, current cash balance and access to debt or equity capital markets, will be adequate to finance our operations for the next twelve months without adversely impacting our liquidity.
Current wording
We rely primarily on internally generated cash flows as well as current cash balance and external financing sources, including commercial bank borrowings, and the issuance of debt, equity and preferred equity securities, and proceeds from potential asset divestitures to fund our capital expenditures. We believe that our Amended and Restated ABL Facility and Permian Transmission Credit Facilities, together with internally generated cash flows, current cash balance and access to debt or equity capital markets, will be adequate to finance our operations for the next twelve months, and based on current expectations, the long-term, without adversely impacting our liquidity.
Previous wording
We may enter into off-balance sheet arrangements and transactions that can give rise to material off-balance sheet obligations. As of September 30, 2024, our material off-balance sheet arrangements and transactions include (i) letters of credit outstanding against our Amended and Restated ABL Facility aggregating to $0.8 million, and (ii) letters of credit outstanding against our Permian Transmission Credit Facility aggregating to $10.5 million. There are no other transactions, arrangements or other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect our liquidity or availability of our capital resources.
Current wording
We may enter into off-balance sheet arrangements and transactions that can give rise to material off-balance sheet obligations. As of March 31, 2025, our material off-balance sheet arrangements and transactions include (i) letters of credit outstanding against our Amended and Restated ABL Facility aggregating to $0.8 million, and (ii) letters of credit outstanding against our Permian Transmission Credit Facilities aggregating to $10.5 million. There are no other transactions, arrangements or other relationships with unconsolidated entities or other persons that are reasonably likely to materially affect our liquidity or availability of our capital resources.
Previous wording
We are in compliance with all covenants contained in the 2029 Secured Notes, the Amended and Restated ABL Facility and the Permian Transmission Credit Facility. The Amended and Restated ABL Facility requires that Summit Holdings not permit (i) the First Lien Net Leverage Ratio as of the last day of any fiscal quarter to be greater than 2.50:1.00, or (ii) the Interest Coverage Ratio (as defined in the Amended and Restated ABL Agreement) as of the last day of any fiscal quarter to be less than 2.00:1.00. As of September 30, 2024, the First Lien Net Leverage Ratio and the Interest Coverage Ratio was 0.84:1.00 and 2.42:1.00, respectively.
Current wording
We are in compliance with all covenants contained in the indenture governing the 2029 Secured Notes, the Amended and Restated ABL Facility and the Permian Transmission Credit Facilities. The Amended and Restated ABL Facility requires that Summit Holdings not permit (i) the First Lien Net Leverage Ratio (as defined in the Amended and Restated ABL Agreement) as of the last day of any fiscal quarter to be greater than 2.50:1.00, or (ii) the Interest Coverage Ratio (as defined in the Amended and Restated ABL Agreement) as of the last day of any fiscal quarter to be less than 2.00:1.00. As of March 31, 2025, the First Lien Net Leverage Ratio (as defined in the Amended and Restated ABL Agreement) and the Interest Coverage Ratio was 0.52:1.00 and 2.80:1.00, respectively.
Previous wording
ABL Facility. Concurrently with the issuance of the 2029 Secured Notes, on July 26, 2024, Summit Holdings, as borrower, amended and restated its existing first-lien, senior secured credit agreement, with the Partnership, consisting of a $500.0 million asset-based revolving credit facility. As of September 30, 2024, the Amended and Restated ABL Facility will mature on the earliest of (a) July 26, 2029, (b) July 31, 2029 if either (i) the outstanding amount of the 2029 Secured Notes (or any refinancing debt permitted under the Amended and Restated ABL Facility in respect thereof that has a final maturity date, scheduled amortization or any other scheduled repayment, mandatory prepayment, mandatory redemption or sinking fund obligation prior to the date that is 91 days after the Amended and Restated ABL Termination Date (provided, that the terms of such permitted refinancing debt may (x) require the payment of interest from time to time and (y) include customary mandatory redemptions, prepayments or offers to purchase with proceeds of asset sales or upon the occurrence of a change of control)) on such date equals or exceeds $50.0 million or (ii) the outstanding amount of such debt described in clause (i) above on such date is less than $50.0 million and Liquidity (as defined in the Amended and Restated ABL Agreement) at any time on or after such date is less than the sum of (A) such outstanding amount and (B) the greater of (x) 10% of the aggregate Commitments (as defined in the Amended and Restated ABL Agreement) then in effect and (y) $50.0 million, and (c) any date on which the aggregate Commitments terminate thereunder. As of September 30, 2024, there was $150.0 million outstanding under the Amended and Restated ABL Facility and the available borrowing capacity totaled $349.2 million after giving effect to the issuance thereunder of $0.8 million of outstanding but undrawn irrevocable standby letters of credit.
Current wording
Amended and Restated ABL Facility. Concurrently with the issuance of the 2029 Secured Notes, on July 26, 2024, Summit Holdings, as borrower, amended and restated its existing first-lien, senior secured credit agreement, with SMLP, consisting of a $500.0 million asset-based revolving credit facility. As of March 31, 2025, the Amended and Restated ABL Facility will mature on the earliest of (a) July 26, 2029, (b) July 31, 2029 if either (i) the outstanding amount of the 2029 Secured Notes (or any refinancing debt permitted under the Amended and Restated ABL Facility in respect thereof that has a final maturity date, scheduled amortization or any other scheduled repayment, mandatory prepayment, mandatory redemption or sinking fund obligation prior to the date that is 91 days after the Amended and Restated ABL Termination Date (provided, that the terms of such permitted refinancing debt may (x) require the payment of interest from time to time and (y) include customary mandatory redemptions, prepayments or offers to purchase with proceeds of asset sales or upon the occurrence of a change of control)) on such date equals or exceeds $50.0 million or (ii) the outstanding amount of such debt described in clause (i) above on such date is less than $50.0 million and Liquidity (as defined in the Amended and Restated ABL Agreement) at any time on or after such date is less than the sum of (A) such outstanding amount and (B) the greater of (x) 10% of the aggregate Commitments (as defined in the Amended and Restated ABL Agreement) then in effect and (y) $50.0 million (and, for the avoidance of doubt, once the Amended and Restated ABL Termination Date occurs it may not be unwound as a result of Liquidity (as defined in the Amended and Restated ABL Agreement) increasing on a subsequent date), and (c) any date on which the aggregate Commitments terminate thereunder. As of March 31, 2025, there was $145.0 million outstanding under the Amended and Restated ABL Facility and the available borrowing capacity totaled $354.2 million after giving effect to the issuance thereunder of $0.8 million of outstanding but undrawn irrevocable standby letters of credit.
Showing the first 40 of 64 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Segment Overview for the Three Months Ended March 31, 2025 and 2024
Current report — wording carried from elsewhere
Cash flows used by investing activities during the three months ended March 31, 2025 primarily reflected:
Current report — wording carried from elsewhere
•$16.4 million of cash outflows for capital expenditures.
Current report — wording carried from elsewhere
•$3.8 million of cash outflows for repayments on the Permian Transmission Term Loan.
Rearranged previous paragraphs (8)
Previous report — wording carried elsewhere
2029 Secured Notes. On July 26, 2024, Summit Holdings issued $575.0 million aggregate principal amount of 8.625% Senior Secured Second Lien Notes due 2029. The 2029 Secured Notes mature on October 31, 2029 and have interest payable semi-annually in arrears on each February 15 and August 15, commencing on February 15, 2025.
Previous report — wording carried elsewhere
Our management uses a variety of financial and operational metrics to analyze our consolidated and segment performance. We view these metrics as important factors in evaluating our profitability. These metrics include:
Previous report — wording carried elsewhere
•a volume throughput decrease of 4 MMcf/d for the Piceance segment.
Previous report — wording carried elsewhere
•a $24.9 million decrease in the Northeast, primarily due to the sale of the Mountaineer Midstream system and the disposition of Summit Utica; and
Previous report — wording carried elsewhere
Natural Gas, NGLs and Condensate Sales. Natural gas, NGLs and condensate revenues increased $14.9 million compared to the nine months ended September 30, 2023, primarily reflecting:
Previous report — wording carried elsewhere
For the nine months ended September 30, 2024 and 2023, costs of natural gas and NGLs includes $36.0 million and $30.6 million, respectively, of gathering fees collected under percentage of proceeds arrangements.
Previous report — wording carried elsewhere
Cash flows used in financing activities during the nine months ended September 30, 2023 primarily reflected:
Previous report — wording carried elsewhere
•$35.0 million of cash inflows from borrowings on the Amended and Restated ABL Facility.