Current Report Filing (8-k)
May 07 2021 - 06:51AM
Edgar (US Regulatory)
false 0001549922 0001549922 2021-05-07
2021-05-07
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): May 7, 2021
Summit Midstream Partners, LP
(Exact name of registrant as specified in its charter)
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Delaware
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001-35666
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45-5200503
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Units
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SMLP
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New York Stock Exchange
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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).
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Emerging growth company ☐
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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. ☐
Item 2.02 Results of Operations and
Financial Condition.
On May 7, 2021, Summit Midstream Partners, LP (the “Partnership,”
“we” and “our”) issued a press release announcing its results of
operations for the three months ended March 31, 2021. 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 “1934 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
or the 1934 Act, regardless of any general incorporation language
in such document.
Use of Non-GAAP Financial Measures
In addition to reporting financial results in accordance with
accounting principles generally accepted in the United States of
America ("GAAP"), the Partnership presents certain non-GAAP
financial measures. Specifically, the Partnership presents adjusted
EBITDA and distributable cash flow. 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, less interest
income, income tax benefit, income (loss) from equity method
investees and other noncash income or gains. We define
distributable cash flow as adjusted EBITDA plus cash interest
received and cash taxes received, less cash interest paid, senior
notes interest adjustment, adjusted Series A Preferred Units cash
distribution, cash taxes paid and maintenance capital
expenditures.
We exclude these items because they are considered unusual and not
indicative of our ongoing operations. Our definitions of these
non-GAAP financial measures may differ from the definitions of
similar measures used by other companies, thereby diminishing the
utility of these measures. Management uses these non-GAAP financial
measures in making financial, operating and planning decisions and
in evaluating the Partnership’s financial performance. Furthermore,
management believes that these non-GAAP financial measures may
provide users of the Partnership’s financial statements with
additional meaningful comparisons between current results and
results of prior periods as they are expected to be reflective of
our core ongoing business. These measures have limitations, and
investors should not consider them in isolation or as a substitute
for analysis of the Partnership’s results as reported under
GAAP.
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.
Reconciliations of GAAP to non-GAAP financial measures are included
as attachments to the press release which has been posted to the
“Investors” section of our website at www.summitmidstream.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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.
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Summit Midstream Partners, LP
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(Registrant)
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By:
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Summit Midstream GP, LLC (its general partner)
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Dated:
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May 7, 2021
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/s/ Marc D. Stratton
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Marc D. Stratton, Executive Vice President and Chief Financial
Officer
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