Group 1 - Summit Midstream Corporation (SMC) declared a quarterly cash dividend of $51.27 per share on its Series A Preferred Stock for the period ended March 14, 2025, to be paid on March 15, 2025 [1] - The dividend will be distributed to preferred shareholders of record as of the close of business on March 3, 2025, with a total of 65,508 shares outstanding [1] - All unpaid dividends from prior periods on the Series A Preferred Stock remain accrued [1] Group 2 - SMC focuses on developing, owning, and operating midstream energy infrastructure assets in key unconventional resource basins in the continental United States [2] - The company provides gathering, processing, and transportation services for natural gas, crude oil, and produced water under long-term, fee-based agreements [2] - SMC operates in five unconventional resource basins: Williston Basin, Denver-Julesburg Basin, Fort Worth Basin, Arkoma Basin, and Piceance Basin [2] - The company has an equity investment in Double E Pipeline, LLC, which offers interstate natural gas transportation services [2] - SMC is headquartered in Houston, Texas [2]

Offering Details - Summit Midstream Holdings LLC priced an offering of $250 million in aggregate principal amount of additional 8.625% Senior Secured Second Lien Notes due 2029 at 103.375% of par, plus accrued interest from July 26, 2024 [1] - The Additional Notes will form a single series with the existing $575 million in aggregate principal amount of 8.625% Senior Secured Second Lien Notes due 2029 and have substantially identical terms [1] - The net proceeds from the Offering will be used to repay a portion of the outstanding borrowings under the Company's asset-based lending credit facility and for general corporate purposes, including paying fees and expenses associated with the Offering [1] - The Offering is expected to close on or about January 10, 2025, subject to customary closing conditions [1] Guarantees and Collateral - The Additional Notes will be guaranteed on a senior second-priority basis by the Company and certain of its existing and future subsidiaries [2] - The Additional Notes will initially be secured on a second-priority basis by the same collateral pledged for the benefit of the Company's lenders under the ABL Facility [2] Offering Restrictions - The Additional Notes and related guarantees are being offered only to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States in compliance with Regulation S [3] - The offer and sale of the Additional Notes and related guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption [3] Company Overview - Summit Midstream Corporation is a value-driven corporation focused on developing, owning, and operating midstream energy infrastructure assets in the core producing areas of unconventional resource basins in the continental United States [5] - The Company provides natural gas, crude oil, and produced water gathering, processing, and transportation services under primarily long-term, fee-based agreements in five unconventional resource basins: Williston Basin, Denver-Julesburg Basin, Fort Worth Basin, Arkoma Basin, and Piceance Basin [5] - The Company 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 [5]

Core Viewpoint - Summit Midstream Corporation is offering $250 million in additional 8.625% Senior Secured Second Lien Notes due 2029 to repay borrowings and for general corporate purposes [1][2]. Group 1: Offering Details - The Additional Notes will be issued under the same indenture as the existing $575 million of 8.625% Senior Secured Second Lien Notes due 2029 and will have substantially identical terms [1]. - The net proceeds from the Offering will be used to repay a portion of the outstanding borrowings under the asset-based lending credit facility and for general corporate purposes [1]. Group 2: Security and Guarantees - The Additional Notes will be guaranteed on a senior second-priority basis by the Company and certain existing and future subsidiaries [2]. - The Additional Notes will initially be secured on a second-priority basis by the same collateral pledged for the benefit of the Company's lenders under the ABL Facility [2]. Group 3: Regulatory Compliance - The Additional Notes are being offered only to qualified institutional buyers and non-U.S. persons in compliance with relevant regulations [3]. - The offer and sale of the Additional Notes have not been registered under the Securities Act or any state securities laws [3][4]. Group 4: Company Overview - Summit Midstream Corporation focuses on developing, owning, and operating midstream energy infrastructure assets in key unconventional resource basins in the continental United States [5]. - The Company provides natural gas, crude oil, and produced water gathering, processing, and transportation services primarily through long-term, fee-based agreements [5].

Core Viewpoint - Phio Pharmaceuticals has received a positive recommendation from the Safety Monitoring Committee to escalate the dose in its Phase 1b clinical trial for PH-762, indicating a promising safety profile and potential efficacy in treating certain skin cancers [2][3][5]. Company Overview - Phio Pharmaceuticals Corp. is a clinical-stage biotechnology company focused on developing therapeutics using its proprietary INTASYL® siRNA gene silencing technology, aimed at enhancing the immune system's ability to target and kill cancer cells [3][5]. Clinical Trial Details - The Phase 1b clinical trial for PH-762 involves patients with cutaneous squamous cell carcinoma, melanoma, and Merkel cell carcinoma. The second cohort included 4 patients, with the first two showing a complete response (100% tumor clearance) and a partial response (90% clearance) at Day 36 [4][6]. - The intratumoral injections of PH-762 have been well tolerated, with no dose-limiting toxicities or serious adverse events reported [5][6]. Product Information - PH-762 is designed to silence PD-1 and represents a potential non-surgical treatment option for skin cancers. The trial received FDA clearance for an Investigational New Drug Application in the second quarter of 2023 [6].

Financial Performance - Total revenues for the three months ended September 30, 2024, were $102,415 thousand, a decrease of 15.5% compared to $121,193 thousand for the same period in 2023[21]. - Net income attributable to common equity holders for the three months ended September 30, 2024, was a loss of $204,941 thousand, compared to a loss of $2,753 thousand for the same period in 2023[21]. - The company reported a net loss before income taxes of $54,968 thousand for the three months ended September 30, 2024, compared to income of $3,946 thousand for the same period in 2023[21]. - The company recorded a net income tax benefit of $142,573 thousand for the three months ended September 30, 2024, compared to an expense of $72 thousand in the same period last year[21]. - The company reported a net loss of $201.5 million for the three months ended September 30, 2024, compared to a net income of $0.3 million for the same period in 2023[60]. - The net income attributable to common equity holders for the nine months ended September 30, 2024, was a loss of $110 million, compared to a loss of $41.1 million for the same period in 2023[60]. Equity and Liabilities - As of September 30, 2024, total equity stood at $651.484 million, down from $718.563 million as of December 31, 2023[18]. - Total liabilities and equity amounted to $1.999 billion as of September 30, 2024, compared to $2.494 billion at the end of 2023[18]. - The accumulated deficit was recorded at $(157.798) million as of September 30, 2024[18]. - Total debt as of September 30, 2024, is $956.97 million, a decrease from $1.47 billion on December 31, 2023[47]. - The First Lien Net Leverage Ratio is 0.84:1.00, and the Interest Coverage Ratio is 2.42:1.00 as of September 30, 2024, indicating compliance with financial covenants[48]. Cash Flow and Capital Expenditures - For the nine months ended September 30, 2024, net cash provided by operating activities was $40,124,000, down from $110,759,000 in the same period of 2023[26]. - Capital expenditures for the nine months ended September 30, 2024, were $37,861,000, a decrease from $49,863,000 in 2023[26]. - Cash interest paid in 2024 was $89.4 million, an increase from $72.7 million in 2023[61]. - Cash flows used in investing activities included $332.7 million from the sale of Ohio Gathering and $292.3 million from the Utica Sale for the nine months ended September 30, 2024[125]. Revenue Sources and Business Operations - The company generates a majority of its revenues through long-term and fee-based gathering agreements, many of which include minimum volume commitments (MVCs)[140]. - The estimated revenue expected to be recognized from gathering services and related fees for the remainder of 2024 is $12.0 million, with projections of $37.2 million in 2025 and $26.1 million in 2026[33]. - The company is involved in the production of natural gas and crude oil from unconventional resource basins, requiring hydraulic fracturing[13]. - The Double E Project focuses on the development and construction of the Double E Pipeline, enhancing transportation services in the Delaware Basin[7]. Asset Management - As of September 30, 2024, the net property, plant, and equipment amounted to $1.35 billion, down from $1.70 billion as of December 31, 2023[41]. - The company recognized an impairment of $68.0 million related to the Mountaineer Midstream system and compression assets, based on estimated fair value[32]. - The company completed the sale of Summit Utica for a cash price of $625.0 million, recognizing a total gain of $212.5 million during the quarterly period ended March 31, 2024[31]. Market and Economic Conditions - The company anticipates ongoing impacts from geopolitical events affecting commodity prices, including the Russia-Ukraine conflict and Middle East tensions[79]. - Future business will be influenced by U.S. shale production dynamics and capital market conditions[79]. - The company is exposed to fluctuations in natural gas, NGLs, and crude oil prices due to political or economic measures taken by various countries or OPEC[134]. Corporate Governance and Structure - The company completed a corporate reorganization effective August 1, 2024, transitioning from a limited partnership to a corporation[27]. - The merger resulted in the conversion of each outstanding common unit into one share of common stock, impacting the equity structure[27]. - The company plans to expand its board from seven to eleven directors following the Business Contribution Agreement with Tall Oak Midstream[81]. Legal and Regulatory Matters - The company is involved in various litigation and administrative proceedings, but management believes these will not materially affect its financial position[66]. - The company does not anticipate recognition of any significant liabilities for uncertain tax positions during the next 12 months[30]. Interest and Debt Management - The company has entered into interest rate hedges covering approximately 90% of the Permian Term Loan Facility at a fixed SOFR rate of 1.23%[48]. - The applicable margin for adjusted SOFR borrowings is 2.75%, with an interest rate of 7.70% as of September 30, 2024[48]. - The company has $120.0 million of interest rate exposure hedged to offset the impact of changes in interest rates on its Permian Transmission Term Loan[139].

Financial Data and Key Metrics Changes - Summit Midstream Corporation generated $45.2 million in adjusted EBITDA for Q3 2024, representing a 9% quarter-over-quarter growth [7][20] - The company reported a net loss of $197 million, impacted by a $142 million non-cash income tax expense related to the C-Corp conversion [20] - Capital expenditures totaled $10.9 million, primarily spent in the Rockies segment [20] Business Line Data and Key Metrics Changes - In the Rockies segment, adjusted EBITDA was $24.9 million, a 9% increase from the previous quarter, driven by increased product margin [21] - The Permian Basin segment reported adjusted EBITDA of $8.4 million, an increase of $0.8 million due to higher volume throughput [23] - The Barnett segment's adjusted EBITDA increased to $7.3 million, a rise of $1.9 million, primarily due to a 26% increase in volume throughput [25] Market Data and Key Metrics Changes - Volume throughput in the Double E Pipeline averaged 661 million cubic feet per day, a 20% increase from the previous quarter and approximately 100% year-over-year [23] - Natural gas volumes in the Rockies averaged 128 million cubic feet per day, a decrease of 2 million cubic feet per day from the second quarter [22] Company Strategy and Development Direction - The company reorganized from an MLP to a C-Corp, simplifying its structure and increasing trading liquidity [8] - Summit executed refinancing transactions that reduced total debt and extended the nearest debt maturity to 2029 [9] - The acquisition of Tall Oak Midstream is expected to enhance the company's scale and diversify its portfolio [10][11] Management's Comments on Operating Environment and Future Outlook - Management noted encouraging activity levels behind their systems, expecting continued adjusted EBITDA growth in Q4 2024 [12] - The company anticipates generating $45 million to $50 million of adjusted EBITDA in Q4 2024, representing about 5% growth quarter-over-quarter [18] - Management expressed optimism about the potential for 2025 to mirror 2024 in terms of well connections in the Barnett region [14] Other Important Information - A special meeting of shareholders is scheduled for November 29, 2024, regarding the Tall Oak acquisition [27] Q&A Session Summary - No questions were raised during the Q&A session [28]

Financial Performance - Third quarter 2024 net loss of $197.5 million, including $142.6 million non-cash income tax expense primarily due to the C-Corp conversion[2] - Generated adjusted EBITDA of $45.2 million, representing approximately 9% quarter-over-quarter growth, with Distributable Cash Flow (DCF) of $22.1 million and Free Cash Flow (FCF) of $9.9 million[2] - Expect to generate approximately $45 million to $50 million of adjusted EBITDA in the fourth quarter 2024[2] - Net loss for the nine months ended September 30, 2024, was $88.4 million, compared to a net loss of $23.8 million in the same period in 2023[41] - Adjusted EBITDA for the nine months ended September 30, 2024, was $158.4 million, down from $191.8 million in the same period in 2023[42] - Net income for Q3 2024 was a loss of $197.5 million, compared to a profit of $3.9 million in Q3 2023[46] - Adjusted EBITDA for Q3 2024 was $45.2 million, down from $72.8 million in Q3 2023[46] - Free Cash Flow for Q3 2024 was $9.7 million, compared to $21.9 million in Q3 2023[46] - Proportional adjusted EBITDA for equity method investees was $7.6 million in Q3 2024, down from $16.9 million in Q3 2023[46] - Cash flow available for distributions for the nine months ended September 30, 2024 was $66.5 million, down from $87.8 million in the same period of 2023[51] Operational Metrics - Connected 38 wells during the third quarter, with six active drilling rigs and over 100 drilled but uncompleted wells (DUCs) behind the systems[2] - Average daily natural gas throughput decreased 6.8% to 667 MMcf/d, and liquids volumes decreased 6.7% to 70 Mbbl/d, relative to the second quarter of 2024[3] - Double E Pipeline gross volumes transported increased 20.4% quarter-over-quarter to 661 MMcf/d, generating $8.5 million of adjusted EBITDA[3] - Oil price-driven segments generated $33.3 million of combined segment adjusted EBITDA, a 9.1% increase relative to the second quarter[7] - Aggregate average daily throughput for natural gas decreased to 903 MMcf/d in the nine months ended September 30, 2024, from 1,249 MMcf/d in the same period in 2023[42] - Aggregate average daily throughput for liquids decreased to 73 Mbbl/d in the nine months ended September 30, 2024, from 76 Mbbl/d in the same period in 2023[42] - Ohio Gathering average daily throughput decreased to 283 MMcf/d in the nine months ended September 30, 2024, from 763 MMcf/d in the same period in 2023[42] - Double E average daily throughput increased to 559 MMcf/d in the nine months ended September 30, 2024, from 278 MMcf/d in the same period in 2023[42] Capital Expenditures and Cash Flow - Capital expenditures totaled $10.9 million in the third quarter of 2024, primarily related to pad connections in the Rockies segment[13] - Growth capital expenditures for Q3 2024 were $9.8 million, compared to $14.9 million in Q3 2023[46] - Net cash provided by operating activities for the nine months ended September 30, 2024, was $40.1 million, down from $110.8 million in the same period in 2023[42] Debt and Liquidity - As of September 30, 2024, the company had $17.8 million in unrestricted cash and $150 million drawn under its $500 million ABL Revolver, with $349.2 million of borrowing availability[16] - Long-term debt decreased to $826.5 million as of September 30, 2024, from $1,455.2 million as of December 31, 2023[40] Acquisitions and Divestitures - Announced the transformative acquisition of Tall Oak Midstream III in the Arkoma Basin, with the special meeting of stockholders expected on November 29, 2024[2] - The company divested Ohio Gathering in March 2024, with proportional adjusted EBITDA including results from December 1, 2023 through March 22, 2024[47] Non-GAAP Financial Measures - Summit Midstream Corporation uses non-GAAP financial measures such as adjusted EBITDA, segment adjusted EBITDA, Distributable Cash Flow, and Free Cash Flow[29] - Adjusted EBITDA is defined as net income or loss plus various adjustments, including interest expense, depreciation, and amortization[30] - Distributable Cash Flow is calculated as adjusted EBITDA less cash interest paid, taxes, and maintenance capital expenditures[33] Revenue and Deferred Revenue - Total revenues for the nine months ended September 30, 2024, were $322.6 million, a decrease from $331.6 million in the same period in 2023[41] - Total MVC shortfall payment adjustments amounted to $5,464 thousand for the nine months ended September 30, 2024[22] - Net change in deferred revenue related to MVC shortfall payment adjustments totaled $18,147 thousand, with Rockies contributing $1,098 thousand, Piceance $14,721 thousand, Northeast $2,288 thousand, and Barnett $40 thousand[24] Corporate Actions and Events - Summit Midstream Corporation suspended cash dividends on common shares and Series A Preferred Stock for the period ended September 30, 2024[25] - The company will host a Q3 2024 earnings call on November 12, 2024, at 10:00 a.m. Eastern[26] - Senior management will attend the 2024 Bank of America Leverage Finance Conference and the 2024 Wells Fargo Midstream, Energy, & Utilities Symposium[28] - The company has filed a proxy statement with the SEC regarding a proposed transaction and urges investors to review it[36] Asset and Liability Changes - Total assets decreased to $1,999.2 million as of September 30, 2024, from $2,494.2 million as of December 31, 2023[40] - For the nine months ended September 30, 2024, the company incurred $13.2 million in transaction and other costs[51] Geographic and Segment Operations - Summit Midstream Corporation operates in four unconventional resource basins: Williston, Denver-Julesburg, Fort Worth, and Piceance[34]