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LEASES, COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 30, 2019
Commitments And Contingencies Disclosure [Abstract]  
LEASES, COMMITMENTS AND CONTINGENCIES

16. LEASES, COMMITMENTS AND CONTINGENCIES

Leases.  We account for leases in accordance with Topic 842, which we adopted on January 1, 2019, using the modified retrospective method. Under the modified retrospective method, the comparative information is not adjusted and is reported under the accounting standards in effect for those periods. See Note 2 for further discussion of the adoption.

We and Summit Investments lease certain office space and equipment under operating leases. We lease office space for our corporate headquarters as well as for offices in and around our gathering systems for terms of between 3 and 10 years. We lease the office space to limit exposure to risks related to ownership, such as fluctuations in real estate prices. In addition, we lease equipment primarily to support our operations in response to the needs of our gathering systems for terms of between 3 and 4 years. We and Summit Investments also lease vehicles under finance leases to support our operations in response to the needs of our gathering systems for a term of 3 years. We only lease from reputable companies and our leased assets are not specialized in our industry.

Some of our leases are subject to annual escalations relating to the Consumer Price Index (“CPI”). While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred.

We have options to extend the lease term of certain office space in Texas, Colorado and West Virginia. The beginning of the noncancelable lease period for these leases range from 2014 to 2018 and the lease period ends between 2020 and 2028. These lease agreements contain between one and three options to renew the lease for a period of between two and five years. As of September 30, 2019, the exercise of the renewal options for these leases are not reasonably certain and, as a result, the payments associated with these renewals are not included in the measurement of the lease liability and ROU asset.

We also have options to extend the lease term of certain compression equipment used at the Summit Utica gathering system. The beginning of the noncancelable lease period for these leases is 2017 and the lease period ends in 2020. Upon expiration of the noncancelable lease period, we have the option to renew the leases on a month-to-month basis; we therefore have not included any amounts attributable to renewals in the measurement.

Our leases do not contain residual value guarantees.

In accordance with the provisions in our Revolving Credit Facility, our aggregate finance lease obligations cannot exceed $50 million in any period of twelve consecutive calendar months during the life of such leases.

In March 2019, we entered into an agreement with a third party vendor to construct a transmission line to deliver electric power to the new 60 MMcf/d processing plant in the DJ Basin. The project is expected to cost approximately $7.8 million and we made an up-front payment of $3.0 million, which is included in the Property, plant and equipment, net caption on the unaudited condensed consolidated balance sheet. During the second quarter of 2019, we exercised an option to increase the capacity of the transmission line for an additional cost of $4.3 million and we issued an irrevocable standby letter of credit payable to the vendor with an initial term of one year totaling $9.1 million, which reflects the expected remaining cost of the project. The letter of credit will automatically renew for successive twelve month periods following the initial term, subject to certain adjustments. Once construction is complete, the letter of credit will be adjusted to reflect the final construction cost. We determined the contract contained a lease based on the right to use the constructed transmission line to power the processing plant in the DJ Basin. The project is expected to be completed and the commencement date of the ROU asset will be on or before January 2021.

Our significant assumptions or judgments include the determination of whether a contract contains a lease and the discount rate used in our lease liabilities.

The rate implicit in our lease contracts is not readily determinable. In determining the discount rate used in our lease liabilities, we analyzed certain factors in our incremental borrowing rate, including collateral assumptions and the term used. Our incremental borrowing rate on the Revolving Credit Facility was 5.03% at December 31, 2018, which reflects the fixed rate at which we could borrow a similar amount, for a similar term and with similar collateral as in the lease contracts at the commencement date.

We adopted the following practical expedients in Topic 842 for all asset classes, which included (i) not being required to reassess whether any expired or existing contracts are or contain leases; (ii) not being required to reassess the lease classification for any expired or existing leases (that is, all existing leases that were classified as operating leases in accordance with Topic 840 will be classified as operating leases, and all existing leases that were classified as capital leases in accordance with Topic 840 will be classified as finance leases); (iii) not being required to reassess initial direct costs for any existing leases; (iv) not recognizing ROU assets and lease liabilities that arise from short-term leases of twelve months or less for any class of underlying asset; (v) not allocating consideration in a contract between lease and nonlease (e.g., maintenance services) components for our leased office space and equipment; and (vi) not evaluating existing or expired land easements that were not previously accounted for as leases under Topic 840.

ROU assets (included in the Property, plant and equipment, net caption on our unaudited condensed consolidated balance sheet) and lease liabilities (included in the Other current liabilities and Other noncurrent liabilities captions on our unaudited condensed consolidated balance sheet) follow:

 

 

 

September 30,

 

 

 

2019

 

 

 

(In thousands)

 

 

 

 

 

 

ROU assets

 

 

 

 

Operating

 

$

4,367

 

Finance

 

 

3,726

 

 

 

$

8,093

 

Lease liabilities, current

 

 

 

 

Operating

 

$

1,786

 

Finance

 

 

1,500

 

 

 

$

3,286

 

Lease liabilities, noncurrent

 

 

 

 

Operating

 

$

2,753

 

Finance

 

 

927

 

 

 

$

3,680

 

Lease cost and Other information follow:

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

(In thousands)

 

Lease cost

 

 

 

 

 

 

 

 

Finance lease cost:

 

 

 

 

 

 

 

 

Amortization of ROU assets (included in depreciation and amortization)

 

$

406

 

 

$

1,181

 

Interest on lease liabilities (included in interest expense)

 

 

27

 

 

 

80

 

Operating lease cost (included in general and administrative expense)

 

 

789

 

 

 

2,366

 

 

 

$

1,222

 

 

$

3,627

 

 

 

 

Nine months ended

 

 

 

September 30, 2019

 

 

 

(In thousands)

 

Other information

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities

 

 

 

 

Operating cash outflows from operating leases

 

$

2,536

 

Operating cash outflows from finance leases

 

 

80

 

Financing cash outflows from finance leases

 

 

1,368

 

ROU assets obtained in exchange for new operating lease

  liabilities

 

 

1,218

 

ROU assets obtained in exchange for new finance lease

  liabilities

 

 

1,350

 

Weighted-average remaining lease term (years) - operating leases

 

 

5.2

 

Weighted-average remaining lease term (years) - finance leases

 

 

2.0

 

Weighted-average discount rate - operating leases

 

 

5

%

Weighted-average discount rate - finance leases

 

 

4

%

We recognize total lease expense incurred or allocated to us in general and administrative expenses. Lease expense related to operating leases, including lease expense incurred on our behalf and allocated to us, was as follows:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Lease expense

 

$

958

 

 

$

957

 

 

$

2,888

 

 

$

2,935

 

 

Future minimum lease payments due under noncancelable leases for the remainder of 2019 and each of the five succeeding fiscal years and thereafter, were as follows:

 

 

September 30, 2019

 

 

 

(In thousands)

 

 

 

Operating

 

 

Finance

 

2019

 

$

868

 

 

$

433

 

2020

 

 

1,606

 

 

 

1,368

 

2021

 

 

1,001

 

 

 

640

 

2022

 

 

538

 

 

 

79

 

2023

 

 

400

 

 

 

 

2024

 

 

240

 

 

 

 

Thereafter

 

 

895

 

 

 

 

Total future minimum lease payments

 

$

5,548

 

 

$

2,520

 

 

Future minimum lease payments due under noncancelable operating leases (under ASC 840) at December 31, 2018, were as follows:

 

 

December 31,

 

 

 

2018

 

 

 

(In thousands)

 

2019

 

$

3,133

 

2020

 

 

1,018

 

2021

 

 

550

 

2022

 

 

506

 

2023

 

 

373

 

Thereafter

 

 

621

 

Total future minimum lease payments

 

$

6,201

 

 

Future payments due under finance leases (under ASC 840) at December 31, 2018, were as follows:

 

 

December 31,

 

 

 

2018

 

 

 

(In thousands)

 

2019

 

$

1,473

 

2020

 

 

902

 

2021

 

 

174

 

Total finance lease obligations

 

 

2,549

 

Less: Amounts representing interest

 

 

(104

)

Net present value of finance lease obligations

 

 

2,445

 

Less: Amount representing current portion (included in Other current liabilities)

 

 

(1,406

)

Finance lease obligations, less current portion (included in Other noncurrent liabilities)

 

$

1,039

 

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

As described in the 2018 Annual Report, in 2015, Summit Investments learned of the rupture of a four-inch produced water gathering pipeline on the Meadowlark Midstream system near Williston, North Dakota. The incident, which was covered by Summit Investments' insurance policies, was subject to maximum coverage of $25.0 million from its pollution liability insurance policy and $200.0 million from its property and business interruption insurance policy. Summit Investments exhausted the $25.0 million pollution liability policy in 2015.

A rollforward of the aggregate accrued environmental remediation liabilities follows.

 

 

Total

 

 

 

(In thousands)

 

Accrued environmental remediation, January 1, 2019

 

$

5,636

 

Payments made

 

 

(2,025

)

Additional accruals

 

 

767

 

Accrued environmental remediation, September 30, 2019

 

$

4,378

 

As of September 30, 2019, we have recognized (i) a current liability for remediation effort expenditures expected to be incurred within the next 12 months and (ii) a noncurrent liability for estimated remediation expenditures and fines expected to be incurred subsequent to September 30, 2020. Each of these amounts represent our best estimate for costs expected to be incurred. Neither of these amounts has been discounted to its present value.

While we cannot predict the ultimate outcome of this matter with certainty for Summit Investments or Meadowlark Midstream, especially as it relates to any material liability as a result of any governmental proceeding related to the incident, we believe at this time that it is unlikely that SMLP or its General Partner will be subject to any material liability as a result of any governmental proceeding related to the rupture.

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