(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-3533152
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Class A Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large Accelerated Filer
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ý
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Accelerated Filer
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o
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Non-Accelerated Filer
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o
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(Do not check if a smaller reporting company)
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Smaller Reporting Company
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o
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Page
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PART I
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Items 1. and 2.
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Item 1A.
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Item 1B.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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Our ability to generate sufficient cash flow from operations to enable us to pay our debt obligations and our current and expected dividends or to fund our other liquidity needs;
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The ability of our subsidiary, Rose Rock Midstream, L.P., to generate sufficient cash flow from operations to provide the level of cash distributions we expect;
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Any sustained reduction in demand for, or supply of, the petroleum products we gather, transport, process, market and store;
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The effect of our debt level on our future financial and operating flexibility, including our ability to obtain additional capital on terms that are favorable to us;
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Our ability to access the debt and equity markets, which will depend on general market conditions and the credit ratings for our debt obligations and equity;
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The loss of, or a material nonpayment or nonperformance by, any of our key customers;
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The amount of cash distributions, capital requirements and performance of our investments and joint ventures;
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The amount of collateral required to be posted from time to time in our purchase, sale or derivative transactions;
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The impact of operational and developmental hazards and unforeseen interruptions;
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Our ability to obtain new sources of supply of petroleum products;
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Competition from other midstream energy companies;
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Our ability to comply with the covenants contained in our credit agreements and the indentures governing our senior notes, including requirements under our credit agreements to maintain certain financial ratios;
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Our ability to renew or replace expiring storage, transportation and related contracts;
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The overall forward markets for crude oil, natural gas and natural gas liquids;
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The possibility that the construction or acquisition of new assets may not result in the corresponding anticipated revenue increases;
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Changes in currency exchange rates;
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Weather and other natural phenomena, including climate conditions;
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A cyber attack involving our information systems and related infrastructure, or that of our business associates;
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The risks and uncertainties of doing business outside of the U.S., including political and economic instability and changes in local governmental laws, regulations and policies;
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Costs of, or changes in, laws and regulations and our failure to comply with new or existing laws or regulations, particularly with regard to taxes, safety and protection of the environment;
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The possibility that our hedging activities may result in losses or may have a negative impact on our financial results; and
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General economic, market and business conditions.
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inventory management;
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distribution; and
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blending to achieve marketable grades or qualities of crude oil.
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•
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the
2%
general partner interest and a
55.1%
limited partner interest in Rose Rock Midstream, L.P. ("Rose Rock"), a publicly traded master limited partnership, which owns:
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◦
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an approximately
570
-mile crude oil gathering and transportation network in Kansas and Oklahoma with
650,000
barrels of associated storage and a crude oil storage facility in Cushing, Oklahoma with a capacity of
7.6 million
barrels, of which
6.5 million
barrels are leased to customers and
1.1 million
barrels are used for crude oil operations, blending and marketing activities;
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◦
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a
51%
ownership interest in White Cliffs Pipeline, L.L.C ("White Cliffs"), which owns a pipeline system consisting of two 527-mile parallel lines that transport crude oil from Platteville, Colorado to Cushing, Oklahoma (the "White Cliffs Pipeline"), that Rose Rock operates;
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◦
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a
50%
ownership interest in Glass Mountain Pipeline, LLC ("Glass Mountain"), which owns a 215-mile crude oil pipeline that transports crude oil in western and north central Oklahoma (the "Glass Mountain Pipeline") that is operated by Rose Rock;
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◦
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the Wattenberg Oil Trunkline ("WOT"), a
75
-mile, 12-inch diameter crude oil gathering pipeline system that transports crude oil from production facilities in the DJ Basin to the White Cliffs Pipeline. The WOT has a capacity of 85,000 barrels per day as well as
360,000
barrels of operational storage;
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◦
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the Tampa pipeline, a
16
-mile crude oil pipeline that connects our Platteville, Colorado crude oil terminal to the Tampa, Colorado crude oil market;
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◦
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a crude oil trucking fleet of over
270
transport trucks and
270
trailers;
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◦
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a
30
-lane crude oil truck unloading facility with
350,000
barrels of associated storage capacity in Platteville, Colorado which connects to the origination point of the White Cliffs Pipeline; and
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◦
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approximately 61,800 barrels of crude oil storage capacity in Trenton and Stanley, North Dakota.
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•
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4.7 million
common units of NGL Energy Partners LP ("NGL Energy") and an
11.78%
interest in NGL Energy Holdings LLC, the general partner of NGL Energy;
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•
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approximately
1,590
miles of natural gas and NGL transportation, gathering and distribution pipelines in Kansas, Oklahoma, Texas and Alberta, Canada;
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8.7 million
barrels of owned multi-product storage capacity located in the U.K.;
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11
asphalt cement terminals and modification facilities and
two
marine terminals in Mexico;
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majority interest in four natural gas processing plants located in Alberta, Canada, with a combined operating capacity of
695
million cubic feet per day;
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five
natural gas processing plants located in the U.S., with
595
million cubic feet per day of combined capacity; and
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Maurepas Pipeline, a project underway to build
3
pipelines to service refineries in the Gulf Coast region, which is expected to be completed in the fourth quarter of 2016.
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move petroleum products throughout the U.S., Canada, Mexico and the U.K.;
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provide consistently reliable high-quality midstream services under predominantly fee and margin-based contractual arrangements;
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mitigate commodity price risk exposure;
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aggressively manage operating costs to maintain and improve operating margins;
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expand business by improving, enhancing and expanding services at existing facilities and gaining new customers;
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pursue complementary “bolt-on” growth opportunities having acceptable risks and returns; and
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generate consistent operating margins, earnings and cash flows.
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Crude Transportation;
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Crude Facilities;
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Crude Supply and Logistics;
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SemGas;
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SemCAMS;
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SemLogistics;
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SemMexico; and
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SemStream.
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a
570
-mile crude oil gathering and transportation pipeline system with over
650,000
barrels of associated storage capacity in Kansas and northern Oklahoma that is connected to several third-party pipelines and refineries and our storage terminal in Cushing;
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•
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the WOT, a
75
-mile,
12
-inch diameter crude oil gathering pipeline system that transports crude oil from production facilities in the DJ Basin to the pipeline owned by White Cliffs. The WOT has a capacity of approximately
85,000
barrels per day as well as
360,000
barrels of operational storage;
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•
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the Tampa pipeline, a
16
-mile crude oil pipeline that connects our Platteville, Colorado crude oil terminal to the Tampa, Colorado crude oil market;
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a crude oil trucking fleet of over
270
transport trucks and
270
trailers;
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Maurepas Pipeline, a project underway to build
3
pipelines to service refineries in the Gulf Coast region, which is expected to be completed in the fourth quarter of 2016;
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a
51%
ownership interest (through our interest in Rose Rock) in White Cliffs, which owns a
527
-mile pipeline, consisting of
two
12
-inch common carrier, crude oil pipelines, that transports crude oil from Platteville, Colorado to Cushing, Oklahoma; and
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•
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a
50%
ownership interest in Glass Mountain, which owns a
210
-mile crude oil pipeline in western and north central Oklahoma.
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approximately
7.6 million
barrels of crude oil storage capacity in Cushing, Oklahoma, of which
6.5 million
barrels are leased to customers and
1.1 million
barrels are used for crude oil operations and marketing activities; and
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a 30-lane crude oil truck unloading facility with
350,000
barrels of associated storage capacity in Platteville, Colorado which connects to the origination point of the White Cliffs Pipeline.
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approximately
61,800
barrels of crude oil storage capacity in Trenton and Stanley, North Dakota.
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identify and communicate our risk appetite and risk tolerances;
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establish an organizational structure that prudently separates responsibilities for executing, valuing and reporting our business activities;
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value (where appropriate), report and manage all material business risks in a timely and accurate manner;
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effectively delegate authority for committing our resources;
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foster the efficient use of capital and collateral; and
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minimize the risk of a material adverse event.
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asset operations;
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marketing;
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investments, divestitures, and other capital expenditures and dispositions;
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credit risk management; and
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other strategic activities.
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Item 1A.
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Risk Factors
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incur additional indebtedness;
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incur liens;
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enter into sale and lease back transactions;
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make investments;
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pay dividends or distributions;
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make certain restricted payments;
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consummate certain asset sales;
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enter into certain transactions with affiliates; and
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merge, consolidate and/or sell or dispose of all, or substantially all, of our assets.
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general economic, financial and business conditions;
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industry specific conditions;
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credit availability from banks and other financial institutions;
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investor confidence in us;
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cash flow and earnings before interest, taxes, depreciation and amortization ("EBITDA") levels;
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competitive, legislative and regulatory matters; and
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provisions of tax and securities laws that may impact raising capital.
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make it difficult for us to satisfy our obligations with respect to our indebtedness;
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make us more vulnerable to general adverse economic and industry conditions;
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow for operations and other purposes;
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limit our flexibility in planning for, or reacting to, changes in our business and industry in which we operate; and
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place us at a competitive disadvantage compared to competitors that may have proportionately less indebtedness.
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the price of crude oil and the level of production of, and demand for, crude oil in the markets it serves;
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the volume of crude oil that it gathers, transports, stores and/or markets;
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the fees with respect to volumes that it handles;
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the profitability of its marketing operations;
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damage to pipelines, facilities, related equipment and surrounding properties caused by earthquakes, floods, fires, severe weather, explosions and other natural disasters and acts of terrorism or inadvertent damage to pipelines from construction, farm and utility equipment;
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leaks or accidental releases of crude oil or other materials into the environment, whether as a result of human error or otherwise;
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demand charges and volumetric fees associated with its transportation services;
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the level of competition from other midstream energy companies;
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the level of its operating, maintenance and general and administrative costs;
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regulatory action affecting the supply of, or demand for, crude oil, the rates it can charge, how it contracts for services, its existing contracts, its operating costs or its operating flexibility;
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changes in tax laws; and
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prevailing economic conditions.
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the level of capital expenditures it makes;
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the cost of acquisitions;
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its debt service requirements and other liabilities;
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fluctuations in its working capital needs;
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its ability to borrow funds and access capital markets;
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restrictions contained in debt agreements to which it is a party; and
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the amount of cash reserves established by its general partner.
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an increase in the price of products derived from petroleum products;
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higher taxes, including federal excise taxes, crude oil severance taxes or sales taxes or other governmental or regulatory actions that increase, directly or indirectly, the cost of petroleum based products;
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adverse economic conditions which result in lower spending by consumers and businesses on products derived from petroleum products;
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effects of weather, natural phenomena, terrorism, war, or other similar acts;
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an increase in fuel economy, whether as a result of a shift by consumers to more fuel efficient vehicles, technological advances by manufacturers or federal or state regulations;
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decision by our customers or suppliers to use alternate service providers for a portion of all of their needs, operate in different markets not served by us, reduce operations or cease operations entirely; and
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an increase in the use of alternative fuel sources such as ethanol, biodiesel, fuel cells, solar and wind power.
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the breakdown or failure of equipment, information systems or processes;
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the performance of equipment at levels below those originally intended (whether due to misuse, unexpected degradation or design, construction or manufacturing defects);
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failure to maintain adequate inventories of spare parts;
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operator error;
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labor disputes;
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disputes with connected facilities and carriers; and
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catastrophic events such as natural disasters, earthquakes, fires, explosions, fractures, acts of terrorism and other similar events, many of which are beyond our control.
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performance from the acquired businesses or assets that is below the forecasts we used in evaluating the acquisition;
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a significant increase in our indebtedness and working capital requirements;
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the inability to timely and effectively integrate the operations of recently acquired businesses or assets;
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the incurrence of substantial unforeseen environmental and other liabilities arising out of the acquired businesses or assets, including liabilities arising from the operation of the acquired businesses or assets prior to our acquisition;
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risks associated with operating in lines of business that are distinct and separate from our historical operations;
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loss of customers or key employees of the acquired businesses; and
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the diversion of management’s attention from other business concerns.
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perform on-going assessments of pipeline integrity on a recurring frequency schedule;
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identify and characterize applicable potential threats to pipeline segments that could impact a high consequence area;
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improve data collection, integration and analysis;
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repair and remediate the pipeline as necessary; and
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implement preventive and mitigating actions.
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NGL Energy may not have sufficient cash to enable it to pay minimum quarterly distributions on its common units, including the NGL common units owned by us (the "NGL Common Units");
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The amount of cash NGL Energy has available for distribution to its unitholders, including us, depends primarily on its cash flow rather than on its profitability, which may prevent it from making distributions, even during periods in which it realizes net income;
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Current conditions in the global capital and credit markets, and general economic pressures, may adversely affect NGL Energy’s financial position and results of operations;
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If NGL Energy does not successfully identify acquisition candidates, complete accretive acquisitions on economically acceptable terms, or adequately integrate the acquired operations into its existing operations, its future financial performance may be adversely affected and its growth may be limited;
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Increases in interest rates could adversely impact NGL Energy’s common unit price, its ability to issue equity or incur debt for acquisitions or other purposes, and its ability to make cash distributions at its intended levels;
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NGL Energy’s partnership agreement limits the fiduciary duties of NGL Energy’s general partner to NGL Energy’s unitholders, including us, and restricts the remedies available to the unitholders for actions taken by its general partner that might otherwise be breaches of fiduciary duty;
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Cost reimbursements to NGL Energy’s general partner may be substantial and could reduce its cash available to make quarterly distributions on the common units, including the NGL Common Units;
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NGL Energy’s partnership agreement requires that NGL Energy distribute all of its available cash, which could limit its ability to grow and make acquisitions; and
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Other factors discussed in NGL Energy’s Annual Report on Form 10-K and as are included from time to time in NGL Energy’s public announcements and other filings with the SEC.
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federal and comparable state and foreign laws that impose obligations related to air emissions;
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federal and comparable state and foreign laws that impose requirements for the handling, storage, treatment or disposal of solid and hazardous waste from our facilities;
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federal and comparable state and foreign laws that regulate the cleanup of hazardous substances that may have been released at properties currently or previously owned or operated by us or at locations to which our hazardous substances have been transported for disposal; and
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federal and comparable state and foreign laws that regulate discharges from our facilities require spill protection planning and preparation and set requirements for other actions for protection of waters.
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price competition;
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the perception that another company can provide better service;
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the availability of alternative supply points, or supply points located closer to the operations of our customers.
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the level of existing and new competition to provide storage and transportation services to our markets;
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the macroeconomic factors affecting crude oil storage and transportation economics for our current and potential customers;
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the balance of supply and demand, on a short-term, seasonal and long-term basis, in our markets;
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the extent to which the customers in our markets are willing to contract on a long-term basis; and
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the effects of federal, state or local regulations on the contracting practices of our customers.
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the amount of cash that Rose Rock and our other subsidiaries distribute to us;
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the amount of cash we generate from our operations, our working capital needs, our level of capital expenditures and our ability to borrow;
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the restrictions contained in our indentures and credit agreements and our debt service requirements; and
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the cost of acquisitions, if any.
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the risk factors described in this report on Form 10-K;
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our operating and financial results differing from that expected by securities analysts and investors;
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the financial and stock price performance of our competitors or companies in our industry generally;
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changes in accounting standards, policies, interpretations or principles;
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changes in laws or regulations which adversely affect our industry or us;
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general conditions in our customers’ industries; and
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general economic conditions and conditions in the securities markets.
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Item 1B.
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Unresolved Staff Comments
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Name
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Age
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Position
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Carlin G. Conner
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48
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President and Chief Executive Officer and Director
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Robert N. Fitzgerald
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56
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Senior Vice President and Chief Financial Officer
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Candice L. Cheeseman
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60
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Vice President and General Counsel
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Timothy R. O’Sullivan
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59
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Vice President, Corporate Planning and Strategic Initiatives
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Peter L. Schwiering
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71
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Vice President and Chief Operating Officer of Rose Rock Midstream GP, LLC
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High
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Low
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||||
For the year ended December 31, 2015:
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|
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|
||||
First quarter
|
$
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81.60
|
|
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$
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56.83
|
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Second quarter
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$
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86.99
|
|
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$
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75.66
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Third quarter
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$
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80.92
|
|
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$
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41.44
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Fourth quarter
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$
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55.54
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|
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$
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22.56
|
|
|
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||||
For the year ended December 31, 2014:
|
|
|
|
||||
First quarter
|
$
|
68.50
|
|
|
$
|
59.90
|
|
Second quarter
|
$
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79.77
|
|
|
$
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62.90
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|
Third quarter
|
$
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88.99
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|
|
$
|
75.72
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Fourth quarter
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$
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84.31
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|
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$
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59.30
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|
Year Ended December 31, 2015
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|
$/Share
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First quarter
|
|
$0.34
|
Second quarter
|
|
$0.38
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Third quarter
|
|
$0.42
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Fourth quarter
|
|
$0.45
|
|
|
|
Year Ended December 31, 2014
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|
$/Share
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First quarter
|
|
$0.22
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Second quarter
|
|
$0.24
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Third quarter
|
|
$0.27
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Fourth quarter
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|
$0.30
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|
Year Ended December 31,
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||||||||||||||||||
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2015
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2014
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|
2013
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|
2012
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2011
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||||||||||
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(amounts in thousands, except per share amounts)
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||||||||||||||||||
Statement of operations data:
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|
|
|
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||||||||||
Total revenues
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$
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1,455,094
|
|
|
$
|
2,122,579
|
|
|
$
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1,427,016
|
|
|
$
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1,237,497
|
|
|
$
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1,465,246
|
|
Operating income
|
$
|
129,153
|
|
|
$
|
126,993
|
|
|
$
|
117,914
|
|
|
$
|
57,351
|
|
|
$
|
55,199
|
|
Income from continuing operations
|
$
|
42,816
|
|
|
$
|
52,058
|
|
|
$
|
65,753
|
|
|
$
|
28,958
|
|
|
$
|
12,360
|
|
Income (loss) from discontinued operations
|
(4
|
)
|
|
(1
|
)
|
|
59
|
|
|
2,939
|
|
|
(9,548
|
)
|
|||||
Net income
|
$
|
42,812
|
|
|
$
|
52,057
|
|
|
$
|
65,812
|
|
|
$
|
31,897
|
|
|
$
|
2,812
|
|
Net income attributable to noncontrolling interests
|
12,492
|
|
|
22,817
|
|
|
17,710
|
|
|
9,797
|
|
|
435
|
|
|||||
Net income attributable to SemGroup
|
$
|
30,320
|
|
|
$
|
29,240
|
|
|
$
|
48,102
|
|
|
$
|
22,100
|
|
|
$
|
2,377
|
|
Income from continuing operations per share of common stock:
|
|
|
|
|
|
|
|
|
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||||||||||
Basic
|
$
|
0.69
|
|
|
$
|
0.69
|
|
|
$
|
1.14
|
|
|
$
|
0.53
|
|
|
$
|
0.29
|
|
Diluted
|
$
|
0.69
|
|
|
$
|
0.68
|
|
|
$
|
1.13
|
|
|
$
|
0.52
|
|
|
$
|
0.17
|
|
Other financial data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted gross margin
|
$
|
477,559
|
|
|
$
|
497,487
|
|
|
$
|
405,942
|
|
|
$
|
363,808
|
|
|
$
|
306,693
|
|
Adjusted EBITDA
|
$
|
305,282
|
|
|
$
|
287,441
|
|
|
$
|
189,018
|
|
|
$
|
134,965
|
|
|
$
|
115,545
|
|
Cash dividend declared per common share
|
$
|
1.59
|
|
|
$
|
1.03
|
|
|
$
|
0.60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(amounts in thousands)
|
||||||||||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
2,870,690
|
|
|
$
|
2,589,802
|
|
|
$
|
2,470,614
|
|
|
$
|
1,748,179
|
|
|
$
|
1,491,181
|
|
Long-term debt, including current portion (excluding debt subject to compromise)
|
$
|
1,074,628
|
|
|
$
|
767,132
|
|
|
$
|
615,125
|
|
|
$
|
206,086
|
|
|
$
|
109,335
|
|
Owners’ equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
SemGroup Corporation owners’ equity
|
$
|
1,115,527
|
|
|
$
|
1,149,508
|
|
|
$
|
1,053,902
|
|
|
$
|
892,394
|
|
|
$
|
851,096
|
|
Noncontrolling interests in consolidated subsidiaries
|
80,829
|
|
|
69,929
|
|
|
159,961
|
|
|
129,134
|
|
|
127,569
|
|
|||||
Total owners’ equity
|
$
|
1,196,356
|
|
|
$
|
1,219,437
|
|
|
$
|
1,213,863
|
|
|
$
|
1,021,528
|
|
|
$
|
978,665
|
|
•
|
various impairments of long-lived assets and gains/losses on disposal of long-lived assets;
|
•
|
the sale of SemStream assets to NGL Energy on November 1, 2011; and
|
•
|
the initial public offering for Rose Rock in December 2011.
|
•
|
our operating performance as compared to that of other companies in our industry, without regard to financing methods, historical cost basis, capital structure or the impact of fluctuating commodity prices; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(Unaudited; in thousands)
|
||||||||||||||||||
Reconciliation of operating income to Adjusted gross margin:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income
|
$
|
129,153
|
|
|
$
|
126,993
|
|
|
$
|
117,914
|
|
|
$
|
57,351
|
|
|
$
|
55,199
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expense
|
224,443
|
|
|
246,613
|
|
|
223,585
|
|
|
224,700
|
|
|
155,041
|
|
|||||
General and administrative expense
|
97,366
|
|
|
87,845
|
|
|
78,597
|
|
|
71,918
|
|
|
75,447
|
|
|||||
Depreciation and amortization expense
|
100,882
|
|
|
98,397
|
|
|
66,409
|
|
|
48,210
|
|
|
49,823
|
|
|||||
Loss (gain) on disposal or impairment, net
|
11,472
|
|
|
32,592
|
|
|
(239
|
)
|
|
(3,531
|
)
|
|
301
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gain (loss) on derivatives
|
(2,014
|
)
|
|
1,734
|
|
|
974
|
|
|
(1,196
|
)
|
|
14,114
|
|
|||||
Earnings from equity method investments including gain on issuance of common units by equity method investee
|
87,771
|
|
|
93,219
|
|
|
79,350
|
|
|
36,036
|
|
|
15,004
|
|
|||||
Adjusted gross margin
|
$
|
477,559
|
|
|
$
|
497,487
|
|
|
$
|
405,942
|
|
|
$
|
363,808
|
|
|
$
|
306,693
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(Unaudited; in thousands)
|
||||||||||||||||||
Reconciliation of net income to Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
42,812
|
|
|
$
|
52,057
|
|
|
$
|
65,812
|
|
|
$
|
31,897
|
|
|
$
|
2,812
|
|
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
69,675
|
|
|
49,044
|
|
|
25,142
|
|
|
8,902
|
|
|
60,138
|
|
|||||
Income tax expense (benefit)
|
33,530
|
|
|
46,513
|
|
|
(17,254
|
)
|
|
(2,078
|
)
|
|
(2,310
|
)
|
|||||
Depreciation and amortization
|
100,882
|
|
|
98,397
|
|
|
66,409
|
|
|
48,210
|
|
|
49,823
|
|
|||||
Loss (gain) on disposal or impairment, net
|
11,472
|
|
|
32,592
|
|
|
(239
|
)
|
|
(3,531
|
)
|
|
301
|
|
|||||
Loss (income) from discontinued operations, net of income taxes
|
4
|
|
|
1
|
|
|
(59
|
)
|
|
(2,939
|
)
|
|
9,548
|
|
|||||
Foreign currency transaction (gain) loss
|
(1,067
|
)
|
|
(86
|
)
|
|
(1,633
|
)
|
|
298
|
|
|
(3,450
|
)
|
|||||
Remove NGL Energy equity (earnings) losses including gain on issuance of common units
|
(11,416
|
)
|
|
(31,363
|
)
|
|
(33,996
|
)
|
|
403
|
|
|
—
|
|
|||||
Remove gain on sale of NGL units
|
(14,517
|
)
|
|
(34,211
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
NGL cash distribution
|
19,074
|
|
|
23,404
|
|
|
18,321
|
|
|
—
|
|
|
—
|
|
|||||
M&A transaction related costs
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mid-America Midstream Gas Services acquisition cost
|
—
|
|
|
—
|
|
|
3,600
|
|
|
9,218
|
|
|
—
|
|
|||||
Inventory valuation adjustments including equity method investees
|
3,187
|
|
|
7,781
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Employee severance expense
|
90
|
|
|
220
|
|
|
38
|
|
|
354
|
|
|
4,374
|
|
|||||
Unrealized loss (gain) on derivatives
|
2,014
|
|
|
(1,734
|
)
|
|
(974
|
)
|
|
1,196
|
|
|
(14,114
|
)
|
|||||
Change in fair value of warrants
|
—
|
|
|
13,423
|
|
|
46,434
|
|
|
21,310
|
|
|
(5,012
|
)
|
|||||
Reversal of allowance on goods and services tax receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,144
|
)
|
|||||
Depreciation and amortization included within equity in earnings of equity method investees
|
25,307
|
|
|
18,992
|
|
|
9,520
|
|
|
10,181
|
|
|
10,630
|
|
|||||
Bankruptcy related expenses
|
224
|
|
|
1,310
|
|
|
567
|
|
|
—
|
|
|
—
|
|
|||||
Defense costs related to an unsolicited take over proposal
|
—
|
|
|
—
|
|
|
—
|
|
|
5,899
|
|
|
1,000
|
|
|||||
Recovery of receivable from AGE Refining
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,692
|
)
|
|||||
Charitable contributions
|
—
|
|
|
3,379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Legal settlement expense
|
3,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Recovery of receivables written off at emergence
|
—
|
|
|
(664
|
)
|
|
—
|
|
|
(858
|
)
|
|
—
|
|
|||||
Non-cash equity compensation
|
10,617
|
|
|
8,386
|
|
|
7,330
|
|
|
6,503
|
|
|
8,641
|
|
|||||
Adjusted EBITDA
|
$
|
305,282
|
|
|
$
|
287,441
|
|
|
$
|
189,018
|
|
|
$
|
134,965
|
|
|
$
|
115,545
|
|
•
|
we have already sold that product for physical delivery pursuant to sales contracts at a market index price,
|
•
|
we sell the product for future physical delivery pursuant to effectively back-to-back sales contracts, or
|
•
|
we enter into futures and swaps contracts on the NYMEX or over the counter markets.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
1,455,094
|
|
|
$
|
2,122,579
|
|
|
$
|
1,427,016
|
|
Expenses:
|
|
|
|
|
|
||||||
Costs of products sold
|
979,549
|
|
|
1,623,358
|
|
|
1,020,100
|
|
|||
Operating
|
224,443
|
|
|
246,613
|
|
|
223,585
|
|
|||
General and administrative
|
97,366
|
|
|
87,845
|
|
|
78,597
|
|
|||
Depreciation and amortization
|
100,882
|
|
|
98,397
|
|
|
66,409
|
|
|||
Loss (gain) on disposal or impairment, net
|
11,472
|
|
|
32,592
|
|
|
(239
|
)
|
|||
Total expenses
|
1,413,712
|
|
|
2,088,805
|
|
|
1,388,452
|
|
|||
Earnings from equity method investments
|
81,386
|
|
|
64,199
|
|
|
52,477
|
|
|||
Gain on issuance of common units by equity method investee
|
6,385
|
|
|
29,020
|
|
|
26,873
|
|
|||
Operating income
|
129,153
|
|
|
126,993
|
|
|
117,914
|
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Interest expense
|
69,675
|
|
|
49,044
|
|
|
25,142
|
|
|||
Foreign currency transaction gain
|
(1,067
|
)
|
|
(86
|
)
|
|
(1,633
|
)
|
|||
Other expense (income), net
|
(15,801
|
)
|
|
(20,536
|
)
|
|
45,906
|
|
|||
Total other expenses
|
52,807
|
|
|
28,422
|
|
|
69,415
|
|
|||
Income from continuing operations before income taxes
|
76,346
|
|
|
98,571
|
|
|
48,499
|
|
|||
Income tax expense (benefit)
|
33,530
|
|
|
46,513
|
|
|
(17,254
|
)
|
|||
Income from continuing operations
|
42,816
|
|
|
52,058
|
|
|
65,753
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
(4
|
)
|
|
(1
|
)
|
|
59
|
|
|||
Net income
|
$
|
42,812
|
|
|
$
|
52,057
|
|
|
$
|
65,812
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Pipeline transportation
|
$
|
31,650
|
|
|
$
|
28,816
|
|
|
$
|
21,120
|
|
Truck transportation - external
|
50,341
|
|
|
55,902
|
|
|
13,797
|
|
|||
Truck transportation - intersegment
|
15,021
|
|
|
10,840
|
|
|
225
|
|
|||
Total revenues
|
97,012
|
|
|
95,558
|
|
|
35,142
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Operating
|
73,554
|
|
|
71,230
|
|
|
23,917
|
|
|||
General and administrative
|
9,164
|
|
|
9,012
|
|
|
5,467
|
|
|||
Depreciation and amortization
|
35,500
|
|
|
33,679
|
|
|
17,814
|
|
|||
Loss on disposal or impairment, net
|
9,621
|
|
|
467
|
|
|
—
|
|
|||
Total expenses
|
127,839
|
|
|
114,388
|
|
|
47,198
|
|
|||
Earnings from equity method investment
|
76,355
|
|
|
61,856
|
|
|
45,354
|
|
|||
Operating income
|
$
|
45,528
|
|
|
$
|
43,026
|
|
|
$
|
33,298
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
45,936
|
|
|
$
|
44,007
|
|
|
$
|
46,697
|
|
Expenses:
|
|
|
|
|
|
||||||
Operating
|
8,585
|
|
|
7,881
|
|
|
6,669
|
|
|||
General and administrative
|
3,594
|
|
|
3,874
|
|
|
2,945
|
|
|||
Depreciation and amortization
|
5,829
|
|
|
5,365
|
|
|
4,833
|
|
|||
Gain on disposal or impairment, net
|
—
|
|
|
(34
|
)
|
|
—
|
|
|||
Total expenses
|
18,008
|
|
|
17,086
|
|
|
14,447
|
|
|||
Operating income
|
$
|
27,928
|
|
|
$
|
26,921
|
|
|
$
|
32,250
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
716,784
|
|
|
$
|
1,169,372
|
|
|
$
|
685,588
|
|
Expenses:
|
|
|
|
|
|
||||||
Costs of products sold
|
686,790
|
|
|
1,142,202
|
|
|
663,984
|
|
|||
Operating
|
995
|
|
|
753
|
|
|
4,989
|
|
|||
General and administrative
|
814
|
|
|
817
|
|
|
662
|
|
|||
Depreciation and amortization
|
159
|
|
|
549
|
|
|
673
|
|
|||
Gain on disposal or impairment, net
|
(3
|
)
|
|
(42
|
)
|
|
(31
|
)
|
|||
Total expenses
|
688,755
|
|
|
1,144,279
|
|
|
670,277
|
|
|||
Operating income
|
$
|
28,029
|
|
|
$
|
25,093
|
|
|
$
|
15,311
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
716,784
|
|
|
$
|
1,169,372
|
|
|
$
|
685,588
|
|
Less: Costs of products sold, exclusive of depreciation
|
686,790
|
|
|
1,142,202
|
|
|
663,984
|
|
|||
Less: Unrealized gain (loss) on derivatives
|
(1,900
|
)
|
|
1,621
|
|
|
974
|
|
|||
Adjusted gross margin
|
$
|
31,894
|
|
|
$
|
25,549
|
|
|
$
|
20,630
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Reconciliation of operating income to Adjusted gross margin:
|
|
|
|
|
|
||||||
Operating income
|
$
|
28,029
|
|
|
$
|
25,093
|
|
|
$
|
15,311
|
|
Add:
|
|
|
|
|
|
||||||
Operating expense
|
995
|
|
|
753
|
|
|
4,989
|
|
|||
General and administrative expense
|
814
|
|
|
817
|
|
|
662
|
|
|||
Depreciation and amortization expense
|
159
|
|
|
549
|
|
|
673
|
|
|||
Gain on disposal or impairment, net
|
(3
|
)
|
|
(42
|
)
|
|
(31
|
)
|
|||
Less:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on derivatives
|
(1,900
|
)
|
|
1,621
|
|
|
974
|
|
|||
Adjusted gross margin
|
$
|
31,894
|
|
|
$
|
25,549
|
|
|
$
|
20,630
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Gross product revenue
|
$
|
2,099,199
|
|
|
$
|
1,812,903
|
|
|
$
|
1,110,722
|
|
Nonmonetary transaction adjustment
|
(1,380,515
|
)
|
|
(645,152
|
)
|
|
(426,108
|
)
|
|||
Unrealized gain (loss) on derivatives, net
|
(1,900
|
)
|
|
1,621
|
|
|
974
|
|
|||
Product revenue
|
$
|
716,784
|
|
|
$
|
1,169,372
|
|
|
$
|
685,588
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
252,174
|
|
|
$
|
380,183
|
|
|
$
|
231,119
|
|
Expenses:
|
|
|
|
|
|
||||||
Costs of products sold
|
144,554
|
|
|
276,852
|
|
|
169,800
|
|
|||
Operating
|
34,198
|
|
|
32,296
|
|
|
20,200
|
|
|||
General and administrative
|
9,921
|
|
|
9,228
|
|
|
7,971
|
|
|||
Depreciation and amortization
|
31,803
|
|
|
26,353
|
|
|
14,517
|
|
|||
Loss on disposal or impairment, net
|
1,832
|
|
|
20,092
|
|
|
665
|
|
|||
Total expenses
|
222,308
|
|
|
364,821
|
|
|
213,153
|
|
|||
Operating income
|
$
|
29,866
|
|
|
$
|
15,362
|
|
|
$
|
17,966
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
252,174
|
|
|
$
|
380,183
|
|
|
$
|
231,119
|
|
Less: Cost of products sold, exclusive of depreciation
|
144,554
|
|
|
276,852
|
|
|
169,800
|
|
|||
Adjusted gross margin
|
$
|
107,620
|
|
|
$
|
103,331
|
|
|
$
|
61,319
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Reconciliation of operating income to Adjusted gross margin:
|
|
|
|
|
|
||||||
Operating income
|
$
|
29,866
|
|
|
$
|
15,362
|
|
|
$
|
17,966
|
|
Add:
|
|
|
|
|
|
||||||
Operating expense
|
34,198
|
|
|
32,296
|
|
|
20,200
|
|
|||
General and administrative expense
|
9,921
|
|
|
9,228
|
|
|
7,971
|
|
|||
Depreciation and amortization expense
|
31,803
|
|
|
26,353
|
|
|
14,517
|
|
|||
Loss on disposal or impairment, net
|
1,832
|
|
|
20,092
|
|
|
665
|
|
|||
Adjusted gross margin
|
$
|
107,620
|
|
|
$
|
103,331
|
|
|
$
|
61,319
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
136,197
|
|
|
$
|
176,724
|
|
|
$
|
198,450
|
|
Expenses:
|
|
|
|
|
|
||||||
Costs of products sold
|
276
|
|
|
344
|
|
|
305
|
|
|||
Operating
|
85,683
|
|
|
114,587
|
|
|
150,319
|
|
|||
General and administrative
|
15,142
|
|
|
17,417
|
|
|
14,940
|
|
|||
Depreciation and amortization
|
12,940
|
|
|
14,295
|
|
|
10,766
|
|
|||
Gain on disposal or impairment, net
|
(917
|
)
|
|
(950
|
)
|
|
—
|
|
|||
Total expenses
|
113,124
|
|
|
145,693
|
|
|
176,330
|
|
|||
Operating income
|
$
|
23,073
|
|
|
$
|
31,031
|
|
|
$
|
22,120
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
24,351
|
|
|
$
|
12,650
|
|
|
$
|
11,671
|
|
Expenses:
|
|
|
|
|
|
||||||
Costs of products sold
|
—
|
|
|
615
|
|
|
380
|
|
|||
Operating
|
9,616
|
|
|
8,361
|
|
|
7,444
|
|
|||
General and administrative
|
7,486
|
|
|
6,139
|
|
|
5,854
|
|
|||
Depreciation and amortization
|
8,543
|
|
|
10,005
|
|
|
9,426
|
|
|||
Loss (gain) on disposal or impairment, net
|
—
|
|
|
(2,490
|
)
|
|
—
|
|
|||
Total expenses
|
25,645
|
|
|
22,630
|
|
|
23,104
|
|
|||
Operating loss
|
$
|
(1,294
|
)
|
|
$
|
(9,980
|
)
|
|
$
|
(11,433
|
)
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
211,291
|
|
|
$
|
290,869
|
|
|
$
|
242,559
|
|
Expenses:
|
|
|
|
|
|
||||||
Costs of products sold
|
174,647
|
|
|
252,082
|
|
|
209,841
|
|
|||
Operating
|
10,648
|
|
|
10,576
|
|
|
9,379
|
|
|||
General and administrative
|
10,297
|
|
|
12,125
|
|
|
10,700
|
|
|||
Depreciation and amortization
|
4,076
|
|
|
6,031
|
|
|
5,991
|
|
|||
Loss (gain) on disposal or impairment, net
|
85
|
|
|
(53
|
)
|
|
(854
|
)
|
|||
Total expenses
|
199,753
|
|
|
280,761
|
|
|
235,057
|
|
|||
Operating income
|
$
|
11,538
|
|
|
$
|
10,108
|
|
|
$
|
7,502
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Expenses:
|
|
|
|
|
|
||||||
Costs of products sold
|
—
|
|
|
—
|
|
|
—
|
|
|||
Operating
|
—
|
|
|
—
|
|
|
1
|
|
|||
General and administrative
|
25
|
|
|
83
|
|
|
600
|
|
|||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loss on disposal or impairment, net
|
—
|
|
|
—
|
|
|
6
|
|
|||
Total expenses
|
25
|
|
|
83
|
|
|
607
|
|
|||
Earnings from equity method investment
|
5,031
|
|
|
2,343
|
|
|
7,123
|
|
|||
Gain on issuance of common units by equity method investee
|
6,385
|
|
|
29,020
|
|
|
26,873
|
|
|||
Operating income
|
$
|
11,391
|
|
|
$
|
31,280
|
|
|
$
|
33,389
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
(28,651
|
)
|
|
$
|
(46,784
|
)
|
|
$
|
(24,210
|
)
|
Expenses:
|
|
|
|
|
|
||||||
Costs of products sold
|
(26,718
|
)
|
|
(48,737
|
)
|
|
(24,210
|
)
|
|||
Operating
|
1,164
|
|
|
929
|
|
|
667
|
|
|||
General and administrative
|
40,923
|
|
|
29,150
|
|
|
29,458
|
|
|||
Depreciation and amortization
|
2,032
|
|
|
2,120
|
|
|
2,389
|
|
|||
Loss (gain) on disposal or impairment, net
|
854
|
|
|
15,602
|
|
|
(25
|
)
|
|||
Total expenses
|
18,255
|
|
|
(936
|
)
|
|
8,279
|
|
|||
Operating loss
|
$
|
(46,906
|
)
|
|
$
|
(45,848
|
)
|
|
$
|
(32,489
|
)
|
•
|
operating expenses, maintenance capital expenditures and cash dividends and distributions through existing cash and cash from operating activities;
|
•
|
expansion capital expenditures and any working capital deficits through cash on hand, borrowings under our credit facilities and the issuance of debt securities and equity securities;
|
•
|
acquisitions through cash on hand, borrowings under our credit facilities and the issuance of debt securities and equity securities; and
|
•
|
debt principal payments through cash from operating activities and refinancings when the credit facilities become due.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Statement of cash flow data:
|
|
|
|
|
|
||||||
Cash flows provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
181,762
|
|
|
$
|
181,658
|
|
|
$
|
173,409
|
|
Investing activities
|
(442,141
|
)
|
|
(290,225
|
)
|
|
(738,408
|
)
|
|||
Financing activities
|
277,027
|
|
|
73,308
|
|
|
561,130
|
|
|||
Subtotal
|
16,648
|
|
|
(35,259
|
)
|
|
(3,869
|
)
|
|||
Effect of exchange rate on cash and cash equivalents
|
850
|
|
|
(3,494
|
)
|
|
3,191
|
|
|||
Change in cash and cash equivalents
|
17,498
|
|
|
(38,753
|
)
|
|
(678
|
)
|
|||
Cash and cash equivalents at beginning of period
|
40,598
|
|
|
79,351
|
|
|
80,029
|
|
|||
Cash and cash equivalents at end of period
|
$
|
58,096
|
|
|
$
|
40,598
|
|
|
$
|
79,351
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
42,812
|
|
|
$
|
52,057
|
|
|
$
|
65,812
|
|
Non-cash expenses, net
|
154,156
|
|
|
152,966
|
|
|
67,736
|
|
|||
Changes in operating assets and liabilities
|
(15,206
|
)
|
|
(23,365
|
)
|
|
39,861
|
|
|||
Net cash flows provided by operating activities
|
$
|
181,762
|
|
|
$
|
181,658
|
|
|
$
|
173,409
|
|
•
|
$21.1 million
decrease in net losses on disposals or impairments primarily due to losses recognized in 2014 related to a $20.1 million loss on the sale of certain natural gas gathering assets in eastern Oklahoma and an $11.9 million impairment charge on leaseholds of unproved oil and gas properties located in Kansas,
|
•
|
$10.2 million
increase in distributions from equity method investees and a
$17.2 million
increase in earnings from equity method investments primarily due to increased earnings of White Cliffs from expansion projects,
|
•
|
a lower gain on the sale of common units of equity method investee of
$19.7 million
due to fewer common units of NGL Energy sold and lower sales prices in 2015 as compared to 2014,
|
•
|
$13.4 million
due to prior year losses on the fair value of warrants which expired in November 2014,
|
•
|
$7.0 million
decrease in deferred tax expense primarily due to lower pre-tax book income net of minority interest in Rose Rock and prior year impact of warrant exercise expense, and
|
•
|
$3.1 million
decrease in inventory valuation adjustments due to smaller write-downs of crude oil inventories related to price declines in 2015 as compared to 2014.
|
•
|
$31.0 million
increase in inventory primarily due to increased inventory of our Crude Supply and Logistics segment due to an additional 1.1 million barrels of crude oil on hand which partially relates to a strategic build to capture margins due to forward market crude oil prices being higher than spot market prices,
|
•
|
$20.0 million
decrease in accounts receivable, including receivable from affiliates, generally due to lower commodity prices and volumes,
|
•
|
$5.9 million
decrease in accounts payable, including payable to affiliates, and accrued liabilities generally due to lower prices and volumes and timing of purchases, and
|
•
|
restricted cash and payables to pre-petition creditors decreased due to resolution of bankruptcy related matters.
|
•
|
$72.4 million increase in deferred tax expense primarily due to the release of the valuation allowance on our net operating loss carryforward in 2013,
|
•
|
$32.8 million increase in net losses on disposals or impairments primarily due to a $20.1 million loss on the sale of certain natural gas gathering assets in eastern Oklahoma and an $11.9 million impairment charge on leaseholds of unproved oil and gas properties located in Kansas,
|
•
|
$32.0 million increase in depreciation and amortization primarily due to capital projects placed in-service, amortization of intangible assets acquired during 2014 and 2013 and revisions of the useful lives of certain sections of the Kansas and Oklahoma pipeline,
|
•
|
$21.6 million increase in distributions from equity method investees and an $11.7 million increase in earnings from equity method investments, including distributions and earnings from Glass Mountain which was placed in-service in 2014 and the partial year impact of the White Cliffs expansion which was completed in August 2014,
|
•
|
$34.2 million gain on the sale of common units of equity method investee related to the disposition of common units of NGL Energy,
|
•
|
$33.0 million decrease in losses on the fair value of warrants which expired in November 2014, and
|
•
|
$5.7 million increase in inventory valuation adjustments due to decreases in crude oil prices to levels below our carrying values.
|
•
|
$37.4 million decrease in accounts payable, including payable to affiliates, and accrued liabilities primarily due to decreases in commodity prices and timing of payments partially offset by increased interest payable on our Rose Rock senior unsecured notes,
|
•
|
$17.9 million decrease in accounts receivable, including receivable from affiliates, due to decreases related to declining crude oil prices, partially offset by increases in receivables of our SemGas segment due to increased revenues in northern Oklahoma, and
|
•
|
$6.2 million increase in inventory primarily due to increased inventory of our SemMexico segment.
|
•
|
expansion capital expenditures, which are cash expenditures incurred for acquisitions or capital improvements that we expect will increase our operating income or operating capacity over the long-term; or
|
•
|
maintenance capital expenditures, which are cash expenditures (including expenditures for the addition or improvement to, or the replacement of, our capital assets or for the acquisition of existing, or the construction or development of new, capital assets) made to maintain our long-term operating income or operating capacity.
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
March 31, 2014
|
|
March 10, 2014
|
|
March 20, 2014
|
|
$0.22
|
June 30, 2014
|
|
May 19, 2014
|
|
May 29, 2014
|
|
$0.24
|
September 30, 2014
|
|
August 18, 2014
|
|
August 28, 2014
|
|
$0.27
|
December 31, 2014
|
|
November 17, 2014
|
|
November 28, 2014
|
|
$0.30
|
|
|
|
|
|
|
|
March 31, 2015
|
|
March 9, 2015
|
|
March 20, 2015
|
|
$0.34
|
June 30, 2015
|
|
May 18, 2015
|
|
May 29, 2015
|
|
$0.38
|
September 30, 2015
|
|
August 17, 2015
|
|
August 25, 2015
|
|
$0.42
|
December 31, 2015
|
|
November 16, 2015
|
|
November 24, 2015
|
|
$0.45
|
|
|
|
|
|
|
|
March 31, 2016
|
|
March 7, 2016
|
|
March 17, 2016
|
|
$0.45
|
Quarter Ended
|
|
Record Date
|
|
Payment Date
|
|
Distribution Per Unit
|
December 31, 2013
|
|
February 4, 2014
|
|
February 14, 2014
|
|
$0.4650
|
March 31, 2014
|
|
May 5, 2014
|
|
May 15, 2014
|
|
$0.4950
|
June 30, 2014
|
|
August 4, 2014
|
|
August 14, 2014
|
|
$0.5350
|
September 30, 2014
|
|
November 4, 2014
|
|
November 14, 2014
|
|
$0.5750
|
|
|
|
|
|
|
|
December 31, 2014
|
|
February 3, 2015
|
|
February 14, 2015
|
|
$0.6200
|
March 31, 2015
|
|
May 5, 2015
|
|
May 15, 2015
|
|
$0.6350
|
June 30, 2015
|
|
August 4, 2015
|
|
August 14, 2015
|
|
$0.6500
|
September 30, 2015
|
|
November 3, 2015
|
|
November 13, 2015
|
|
$0.6600
|
|
|
|
|
|
|
|
December 31, 2015
|
|
February 2, 2016
|
|
February 12, 2016
|
|
$0.6600
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||
Long-term debt (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,050,000
|
|
Interest (1)
|
67,787
|
|
|
67,778
|
|
|
67,239
|
|
|
64,687
|
|
|
64,687
|
|
|
100,672
|
|
||||||
Capital leases
|
31
|
|
|
26
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Operating leases
|
9,218
|
|
|
7,001
|
|
|
3,055
|
|
|
1,941
|
|
|
157
|
|
|
6,814
|
|
||||||
Take-or-pay commitments (2)
|
24,216
|
|
|
33,250
|
|
|
31,372
|
|
|
30,433
|
|
|
27,410
|
|
|
48,641
|
|
||||||
Purchase commitments (3)
|
563,970
|
|
|
159,861
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Capital expenditure expansion projects (4)
|
327,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
992,522
|
|
|
$
|
267,916
|
|
|
$
|
131,692
|
|
|
$
|
97,061
|
|
|
$
|
92,254
|
|
|
$
|
1,206,127
|
|
(1)
|
Assumes interest rates, fee rates and letters of credit and loans outstanding are as of
December 31, 2015
, and remain constant thereafter until maturity except for required principal payments.
|
(2)
|
Take-or-pay commitments include a five-year transportation take-or-pay agreement with White Cliffs for approximately 5,000 barrels per day which began in October 2015 and a seven-year transportation take-or-pay agreement for 5,000 barrels per day on the Dakota Access Pipeline which is expected to begin in the fourth quarter of 2016.
|
(3)
|
The bulk of the commitments shown in the table above relate to agreements to purchase product from a counterparty and to sell a similar amount of product (in a different location) to the same counterparty. Many of the commitments shown in the table above are cancellable by either party, as long as notice is given within the time frame specified in the agreement (generally 30 to 120 days).
|
(4)
|
Capital expenditure expansion projects represent our 51% interest in the White Cliffs Pipeline expansion and construction of Maurepas Pipeline.
|
Accounting Policy
|
Judgment/Uncertainty Affecting Application
|
Income Taxes
|
Ability to withstand legal challenges of tax authority decisions or appeals
|
|
Anticipated future decisions of tax authorities
|
|
Application of tax statutes and regulations to transactions
|
|
Ability to use tax benefits carry forwards to future periods
|
|
|
Impairment of Long Lived Assets
|
Recoverability of investment through future operations
|
|
Regulatory and political environments and requirements
|
|
Estimated useful lives of assets
|
|
Environmental obligations and operational limitations
|
|
Estimates of future cash flows
|
|
Estimates of fair value
|
|
Judgment about triggering events
|
|
|
Goodwill and Other Intangible Assets
|
Estimated useful lives for finite lived intangible assets
|
|
Judgment about impairment triggering events
|
|
Identification of reporting units
|
|
Purchase price allocation
|
|
Estimates of reporting unit's fair value
|
|
|
Derivative Instruments
|
Instruments used in valuation techniques
|
|
Market maturity and economic conditions
|
|
Contract interpretation
|
|
Market conditions in the energy industry, especially the effects of price volatility on contractual commitments
|
|
|
Contingencies
|
Estimated financial impact of event
|
|
Judgment about the likelihood of event occurring
|
|
Regulatory and political environments and requirements
|
•
|
significant decrease in the market price of a long-lived asset;
|
•
|
significant adverse change in the manner an asset is used or its physical condition;
|
•
|
adverse business climate;
|
•
|
accumulation of costs significantly in excess of the amount originally expected for the construction or acquisition of an asset;
|
•
|
current period loss combined with a history of losses or the projection of future losses; and
|
•
|
change in our intent about an asset from an intent to hold such asset through the end of its estimated useful life to a greater than fifty percent likelihood that such asset will be disposed of before then.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Light Sweet
Crude Oil
Futures
($ per Barrel)
|
|
Mont Belvieu
(Non-LDH)
Spot Propane
($ per Gallon)
|
|
Henry Hub
Natural Gas
Futures
($ per MMBtu)
|
||||||
Year Ended December 31, 2015
|
|
|
|
|
|
||||||
High
|
$
|
61.43
|
|
|
$
|
0.63
|
|
|
$
|
3.23
|
|
Low
|
$
|
34.73
|
|
|
$
|
0.31
|
|
|
$
|
1.75
|
|
High/Low Differential
|
$
|
26.70
|
|
|
$
|
0.32
|
|
|
$
|
1.48
|
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2014
|
|
|
|
|
|
||||||
High
|
$
|
107.26
|
|
|
$
|
1.70
|
|
|
$
|
6.15
|
|
Low
|
$
|
53.27
|
|
|
$
|
0.46
|
|
|
$
|
2.89
|
|
High/Low Differential
|
$
|
53.99
|
|
|
$
|
1.24
|
|
|
$
|
3.26
|
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2013
|
|
|
|
|
|
||||||
High
|
$
|
110.53
|
|
|
$
|
1.31
|
|
|
$
|
4.46
|
|
Low
|
$
|
86.68
|
|
|
$
|
0.79
|
|
|
$
|
3.11
|
|
High/Low Differential
|
$
|
23.85
|
|
|
$
|
0.52
|
|
|
$
|
1.35
|
|
•
|
A $0.10 change in natural gas price results in approximately a $2.1 million impact to Adjusted gross margin.
|
•
|
A $0.10 change in natural gas liquids prices (Conway and Mont Belvieu) results in approximately a $0.3 million impact to Adjusted gross margin.
|
|
Notional Volume (Barrels)
|
|
Fair Value
|
|
Effect of 10% Price Increase
|
|
Effect of 10% Price Decrease
|
|
Settlement Date
|
|||||||
Crude Oil:
|
|
|
|
|
|
|
|
|
|
|||||||
Futures contracts
|
798
|
|
|
$
|
(339
|
)
|
|
$
|
(2,956
|
)
|
|
$
|
2,956
|
|
|
January 2016
|
Liabilities
|
December 31,
2015 |
|
December 31,
2014 |
||||
Short-term debt—variable rate
|
$
|
0.0
|
million
|
|
$
|
0.0
|
million
|
Average interest rate
|
—
|
%
|
|
—
|
%
|
||
Long-term debt—variable rate
|
$
|
30.0
|
million
|
|
$
|
67.0
|
million
|
Average interest rate
|
4.50
|
%
|
|
3.29
|
%
|
||
Long-term debt—fixed rate
|
$
|
300.0
|
million
|
|
$
|
300.0
|
million
|
Fixed interest rate
|
7.50
|
%
|
|
7.50
|
%
|
||
Long-term debt—fixed rate
|
$
|
750.0
|
million
|
|
$
|
400.0
|
million
|
Fixed interest rate
|
5.625
|
%
|
|
5.625
|
%
|
(a)
|
(1) Financial Statements.
The consolidated financial statements of the Company included in this Form 10-K are listed on page F-1, which follows the signature page to this Form 10-K.
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Fourth Amended Joint Plan of Affiliated Debtors filed with the United States Bankruptcy Court for the District of Delaware on October 27, 2009 (filed as Exhibit 2.1 to our registration statement on Form 10, File No. 001-34736 (the “Form 10”)).
|
2.2
|
|
Contribution Agreement dated August 31, 2011, among SemStream, L.P., a wholly-owned subsidiary of SemGroup Corporation, NGL Supply Terminal Company LLC, NGL Energy Partners LP and NGL Energy Holdings LLC (filed as Exhibit 2.1 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
|
2.3
|
|
Second Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC (filed as Exhibit 2.2 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
|
2.4
|
|
First Amended and Restated Registration Rights Agreement dated October 3, 2011, among NGL Energy Partners LP, Hicks Oil & Hicksgas, Incorporated, NGL Holdings, Inc., Krim2010, LLC, Infrastructure Capital Management, LLC, Atkinson Investors, LLC, Stanley A. Bugh, Robert R. Foster, Brian K. Pauling, Stanley D. Perry, Stephen D. Tuttle, Craig S. Jones, Daniel Post, Mark McGinty, Sharra Straight, David Eastin, AO Energy, Inc., E. Osterman, Inc., E. Osterman Gas Service, Inc., E. Osterman Propane, Inc., Milford Propane, Inc., Osterman Propane, Inc., Propane Gas, Inc., and Saveway Propane Gas Service, Inc. (filed as Exhibit 2.3 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
|
2.5
|
|
Amendment No. 1 and Joinder to First Amended and Restated Registration Rights Agreement dated November 1, 2011, between NGL Energy Holdings LLC and SemStream, L.P. (filed as Exhibit 2.4 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
|
2.6
|
|
Contribution Agreement, dated as of June 23, 2014, by and among SemGroup Corporation, Rose Rock Midstream Holdings, LLC, Rose Rock Midstream GP, LLC, Rose Rock Midstream, L.P. and Rose Rock Midstream Operating, LLC (filed as Exhibit 2.1 to our current report on Form 8-K dated June 23, 2014, filed June 23, 2014).
|
2.7
|
|
Amended and Restated Contribution Agreement dated as of February 13, 2015, by and among SemGroup Corporation, Rose Rock Midstream Holdings, LLC, SemDevelopment, L.L.C., Rose Rock Midstream GP, LLC, Rose Rock Midstream, L.P. and Rose Rock Midstream Operating, LLC (filed as Exhibit 2.1 to Rose Rock Midstream, L.P.'s current report on Form 8-K/A dated February 13, 2015, filed March 25, 2015).
|
3.1
|
|
Amended and Restated Certificate of Incorporation, dated as of November 30, 2009, of SemGroup Corporation (filed as Exhibit 3.1 to the Form 10).
|
3.2
|
|
Amended and Restated Bylaws, dated as of October 28, 2011, of SemGroup Corporation (filed as Exhibit 3.1 to our current report on Form 8-K dated October 28, 2011, filed October 28, 2011).
|
4.1
|
|
Form of stock certificate for our Class A Common Stock, par value $0.01 per share (filed as Exhibit 4.1 to the Form 10).
|
4.2
|
|
Form of stock certificate for our Class B Common Stock, par value $0.01 per share (filed as Exhibit 4.2 to the Form 10).
|
4.3
|
|
Indenture (and form of 7.50% Senior Note due 2021 attached at Exhibit A thereto), dated as of June 14, 2013, by and among SemGroup Corporation, certain of its wholly-owned subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to our current report on Form 8-K dated June 14, 2013, filed June 20, 2013).
|
Exhibit
Number
|
|
Description
|
4.4
|
|
Indenture (and form of 5.625% Senior Note due 2022 attached at Exhibit A thereto), dated as of July 2, 2014, by and among Rose Rock Midstream, L.P., Rose Rock Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to Rose Rock Midstream, L.P.'s current report on Form 8-K dated June 27, 2014, filed July 2, 2014).
|
4.5
|
|
Indenture (and form of 5.625% Senior Note due 2023 attached as Exhibit A, thereto), dated as of May 14, 2015, by and among Rose Rock Midstream, L.P., Rose Rock Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as Exhibit 4.1 to Rose Rock Midstream, L.P.'s current report on Form 8-K dated May 14, 2015, filed May 18, 2015).
|
10.1
|
|
Credit Agreement (the “Credit Facility”) dated as of June 17, 2011, among SemGroup Corporation, as borrower, the lenders parties thereto from time to time, and The Royal Bank of Scotland PLC, as Administrative Agent and Collateral Agent (filed as Exhibit 10 to our current report on Form 8-K dated June 17, 2011, filed June 21, 2011).
|
10.2
|
|
Second Amendment to the Credit Facility, dated as of September 19, 2011 (filed as Exhibit 10 to our current report on Form 8-K dated September 19, 2011, filed September 23, 2011).
|
10.3
|
|
Fifth Amendment to the Credit Facility, dated as of September 26, 2012 (filed as Exhibit 10.1 to our quarterly report on Form 10-Q for the quarter ended September 30, 2012, filed November 9, 2012).
|
10.4
|
|
Sixth Amendment to the Credit Facility, dated as of April 22, 2013 (filed as Exhibit 10.1 to our current report on Form 8-K dated April 22, 2013, filed April 24, 2013).
|
10.5
|
|
Seventh Amendment to the Credit Facility, dated as of December 11, 2013 (filed as Exhibit 10.1 to our current report on Form 8-K dated December 10, 2013, filed December 16, 2013).
|
10.6
|
|
Ninth Amendment to the Credit Facility, dated as of March 26, 2015 (filed as Exhibit 10.1 to our current report on Form 8-K dated March 26, 2015, filed April 1, 2015).
|
10.7*
|
|
SemGroup Corporation Board of Directors Compensation Plan, effective June 1, 2014 (filed as Exhibit 10.1 to our quarterly report on Form 10-Q for the quarter ended June 30, 2014, filed August 8, 2014).
|
10.8*
|
|
SemGroup Corporation Board of Directors Compensation Plan, effective June 1, 2015 (filed as Exhibit 10.1 to our current report on Form 10-Q for the quarter ended June 30, 2015, filed August 7, 2015).
|
10.9*
|
|
SemGroup Corporation Nonexecutive Directors’ Compensation Deferral Program (filed as Exhibit 10.7 to the Form 10).
|
10.10*
|
|
SemGroup Corporation Equity Incentive Plan (filed as Exhibit 10.8 to the Form 10).
|
10.11*
|
|
Form of 2012 Performance Share Unit Award Agreement under the SemGroup Corporation Equity Incentive Plan for executive officers (filed as Exhibit 10.20 to our annual report on Form 10-K for the fiscal year ended December 31, 2011, filed February 29, 2012 (the "2011 Form 10-K")).
|
10.12*
|
|
Form of Restricted Stock Award Agreement under the SemGroup Corporation Equity Incentive Plan for executive officers and employees in the United States for awards granted on or after January 1, 2012 (filed as Exhibit 10.21 to the 2011 Form 10-K).
|
10.13*
|
|
SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for Directors for awards granted on or after May 22, 2012 (filed as Exhibit 10.31 to our Amendment No. 1 to our annual report on Form 10-K for the fiscal year ended December 31, 2012, filed March 1, 2013).
|
10.14*
|
|
SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for executive officers and employees in the United States for awards granted on or after March 1, 2013 (filed as Exhibit 10.33 to our annual report on Form 10-K for the fiscal year ended December 31, 2012, filed March 1, 2013 (the "2012 Form 10-K")).
|
10.15*
|
|
SemGroup Corporation Equity Incentive Plan Form of 2013-2015 Performance Share Unit Award Agreement for executive officers (filed as Exhibit 10.34 to our 2012 Form 10-K).
|
10.16*
|
|
SemGroup Corporation Equity Incentive Plan Form of Performance Share Unit Award Agreement for executive officers and employees in the United States for awards granted on or after March 1, 2016.
|
Exhibit
Number
|
|
Description
|
10.17*
|
|
Employment Agreement dated as of March 6, 2014, by and among SemManagement, L.L.C., SemGroup Corporation, Rose Rock Midstream GP, LLC and Carlin G. Conner (filed as Exhibit 10.2 to our current report on Form 8-K dated March 6, 2014, filed March 12, 2014).
|
10.18*
|
|
Form of Severance Agreement between SemGroup Corporation and each of its executive officers other than Carlin G. Conner (filed as Exhibit 10.13 to the Form 10).
|
10.19*
|
|
Form of Amendment to Severance Agreement between SemGroup Corporation and certain of its executive officers (filed as Exhibit 10.14 to the 2011 Form 10-K).
|
10.20*
|
|
Form of Second Amendment to Severance Agreement between SemGroup Corporation and certain of its executive officers (filed as Exhibit 10.3 to our current report on Form 8-K dated December 10, 2013, filed December 16, 2013).
|
10.21*
|
|
SemGroup Corporation Short-Term Incentive Program (filed as Exhibit 10.1 to our current report on Form 8-K dated February 24, 2011, filed March 2, 2011).
|
10.22*
|
|
SemGroup Employee Stock Purchase Plan (filed as Appendix A to our definitive proxy statement, filed April 19, 2013).
|
10.23
|
|
Credit Agreement dated November 10, 2011, among Rose Rock Midstream, L.P., as borrower, The Royal Bank of Scotland plc, as administrative agent and collateral agent, the other agents party thereto and the lenders and issuing banks party thereto (filed as Exhibit 10.1 to Rose Rock Midstream, L.P.'s registration statement on Form S-1, File No. 333-176260).
|
10.24
|
|
First Amendment dated as of September 26, 2012, to the Credit Agreement among Rose Rock Midstream, L.P., certain subsidiaries of Rose Rock Midstream, L.P. as guarantors, the lenders party thereto and The Royal Bank of Scotland plc, as administrative agent and collateral agent for the lenders (filed as Exhibit 10.2 to our quarterly report on Form 10-Q for the quarter ended September 30, 2012, filed November 9, 2012).
|
10.25
|
|
Second Amendment to the Credit Agreement and First Amendment to the Guarantee and Collateral Agreement, dated as of September 20, 2013, by and among Rose Rock Midstream, L.P., certain subsidiaries of Rose Rock Midstream, L.P., as guarantors, the lenders party thereto and The Royal Bank of Scotland plc, as administrative agent and collateral agent for the lenders (filed as Exhibit 10.1 to our current report on Form 8-K dated September 20, 2013, filed September 26, 2013).
|
10.26
|
|
Third Amendment to the Credit Agreement, dated as of December 10, 2013, by and among Rose Rock Midstream, L.P., certain subsidiaries of Rose Rock Midstream, L.P., as guarantors, the lenders party thereto and The Royal Bank of Scotland plc, as administrative agent and collateral agent (filed as Exhibit 10.2 to our current report on Form 8-K dated December 10, 2013, filed December 16, 2013).
|
10.27
|
|
Second Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream, L.P. (filed as Exhibit 3.1 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated December 14, 2011, filed December 20, 2011).
|
10.28
|
|
Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream, L.P. (filed as Exhibit 3.1 to Rose Rock Midstream, L.P.'s current report on Form 8-K dated January 8, 2013, filed January 14, 2013).
|
10.29
|
|
Amendment No. 2, dated as of December 16, 2013, to the Second Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream, L.P. (filed as Exhibit 3.1 to Rose Rock Midstream, L.P.'s current report on Form 8-K dated December 10, 2013, filed December 16, 2013).
|
10.30
|
|
First Amended and Restated Limited Liability Company Agreement of Rose Rock Midstream GP, LLC (filed as Exhibit 3.2 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated December 14, 2011, filed December 20, 2011).
|
10.31*
|
|
Rose Rock Midstream Equity Incentive Plan (filed as Exhibit 10.1 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated December 8, 2011, filed December 14, 2011).
|
10.32*
|
|
Form of Restricted Unit Award Agreement (Employees) under the Rose Rock Midstream Equity Incentive Plan (filed as Exhibit 10.3.1 to Rose Rock Midstream, L.P.’s annual report on Form 10-K for the fiscal year ended December 31, 2011, filed February 29, 2012).
|
Exhibit
Number
|
|
Description
|
10.33*
|
|
Form of Restricted Unit Award Agreement (Employees) under the Rose Rock Midstream Equity Incentive Plan for awards granted on or after March 1, 2013 (filed as Exhibit 10.35 to our 2012 Form 10-K).
|
21
|
|
Subsidiaries of SemGroup Corporation.
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm - BDO USA, LLP.
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm - BDO USA, LLP.
|
31.1
|
|
Rule 13a – 14(a)/15d – 14(a) Certification of Carlin G. Conner, Chief Executive Officer.
|
31.2
|
|
Rule 13a – 14(a)/15d – 14(a) Certification of Robert N. Fitzgerald, Chief Financial Officer.
|
32.1
|
|
Section 1350 Certification of Carlin G. Conner, Chief Executive Officer.
|
32.2
|
|
Section 1350 Certification of Robert N. Fitzgerald, Chief Financial Officer.
|
99.1
|
|
White Cliffs Pipeline, L.L.C. financial statements presented pursuant to Rule 3-09 of Regulation S-X.
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at December 31, 2015 and 2014, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013, (iii) the Consolidated Statements of Changes in Owners’ Equity for the years ended December 31, 2015, 2014 and 2013, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013, and (v) the Notes to Consolidated Financial Statements.
|
*
|
Management contract or compensatory plan or arrangement
|
|
|
|
SEMGROUP CORPORATION
|
|
February 26, 2016
|
|
|
|
By:
|
/s/ Robert N. Fitzgerald
|
|
Robert N. Fitzgerald
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Carlin G. Conner
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 26, 2016
|
Carlin G. Conner
|
|
|
|
|
|
|
|
||
/s/ Robert N. Fitzgerald
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 26, 2016
|
Robert N. Fitzgerald
|
|
|
|
|
|
|
|
||
/s/ Paul F. Largess
|
|
Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
|
|
February 26, 2016
|
Paul F. Largess
|
|
|
|
|
|
|
|
||
/s/ John F. Chlebowski
|
|
Chairman of the Board and Director
|
|
February 26, 2016
|
John F. Chlebowski
|
|
|
|
|
|
|
|
||
/s/ Ronald A. Ballschmiede
|
|
Director
|
|
February 26, 2016
|
Ronald A. Ballschmiede
|
|
|
|
|
|
|
|
||
/s/ Sarah M. Barpoulis
|
|
Director
|
|
February 26, 2016
|
Sarah M. Barpoulis
|
|
|
|
|
|
|
|
||
/s/ Karl F. Kurz
|
|
Director
|
|
February 26, 2016
|
Karl F. Kurz
|
|
|
|
|
|
|
|
||
/s/ James H. Lytal
|
|
Director
|
|
February 26, 2016
|
James H. Lytal
|
|
|
|
|
|
|
|
||
/s/ Thomas R. McDaniel
|
|
Director
|
|
February 26, 2016
|
Thomas R. McDaniel
|
|
|
|
|
|
|
|
|
|
Page
|
SemGroup Corporation
|
|
|
|
||
|
||
|
||
|
||
|
||
|
/s/ BDO USA, LLP
|
Dallas, Texas
|
February 26, 2016
|
/s/ BDO USA, LLP
|
Dallas, Texas
|
February 26, 2016
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
58,096
|
|
|
$
|
40,598
|
|
Restricted cash
|
32
|
|
|
6,980
|
|
||
Accounts receivable (net of allowance of $3,019 and $3,260, respectively)
|
326,713
|
|
|
351,334
|
|
||
Receivable from affiliates
|
5,914
|
|
|
16,819
|
|
||
Inventories
|
70,239
|
|
|
43,532
|
|
||
Other current assets
|
19,387
|
|
|
20,017
|
|
||
Total current assets
|
480,381
|
|
|
479,280
|
|
||
Property, plant and equipment (net of accumulated depreciation of $319,769 and $245,629, respectively)
|
1,566,821
|
|
|
1,256,825
|
|
||
Equity method investments
|
551,078
|
|
|
577,920
|
|
||
Goodwill
|
48,032
|
|
|
58,326
|
|
||
Other intangible assets (net of accumulated amortization of $29,515 and $20,545, respectively)
|
162,223
|
|
|
173,065
|
|
||
Other noncurrent assets, net
|
62,155
|
|
|
44,386
|
|
||
Total assets
|
$
|
2,870,690
|
|
|
$
|
2,589,802
|
|
LIABILITIES AND OWNERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
273,666
|
|
|
$
|
257,177
|
|
Payable to affiliates
|
5,033
|
|
|
13,460
|
|
||
Accrued liabilities
|
85,047
|
|
|
92,694
|
|
||
Payables to pre-petition creditors
|
—
|
|
|
3,129
|
|
||
Deferred revenue
|
11,349
|
|
|
23,688
|
|
||
Other current liabilities
|
1,901
|
|
|
1,474
|
|
||
Current portion of long-term debt
|
31
|
|
|
40
|
|
||
Total current liabilities
|
377,027
|
|
|
391,662
|
|
||
Long-term debt
|
1,074,597
|
|
|
767,092
|
|
||
Deferred income taxes
|
200,953
|
|
|
161,956
|
|
||
Other noncurrent liabilities
|
21,757
|
|
|
49,655
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
SemGroup Corporation owners’ equity:
|
|
|
|
||||
Common stock, $0.01 par value (authorized - 100,000 shares; issued - 44,863 and 44,689 shares, respectively)
|
439
|
|
|
436
|
|
||
Additional paid-in capital
|
1,217,255
|
|
|
1,245,877
|
|
||
Treasury stock, at cost (931 and 862 shares, respectively)
|
(5,593
|
)
|
|
(1,332
|
)
|
||
Accumulated deficit
|
(38,012
|
)
|
|
(68,332
|
)
|
||
Accumulated other comprehensive loss
|
(58,562
|
)
|
|
(27,141
|
)
|
||
Total SemGroup Corporation owners’ equity
|
1,115,527
|
|
|
1,149,508
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
80,829
|
|
|
69,929
|
|
||
Total owners’ equity
|
1,196,356
|
|
|
1,219,437
|
|
||
Total liabilities and owners’ equity
|
$
|
2,870,690
|
|
|
$
|
2,589,802
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Product
|
$
|
1,118,886
|
|
|
$
|
1,780,314
|
|
|
$
|
1,145,104
|
|
Service
|
259,542
|
|
|
233,239
|
|
|
140,198
|
|
|||
Other
|
76,666
|
|
|
109,026
|
|
|
141,714
|
|
|||
Total revenues
|
1,455,094
|
|
|
2,122,579
|
|
|
1,427,016
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
979,549
|
|
|
1,623,358
|
|
|
1,020,100
|
|
|||
Operating
|
224,443
|
|
|
246,613
|
|
|
223,585
|
|
|||
General and administrative
|
97,366
|
|
|
87,845
|
|
|
78,597
|
|
|||
Depreciation and amortization
|
100,882
|
|
|
98,397
|
|
|
66,409
|
|
|||
Loss (gain) on disposal or impairment, net
|
11,472
|
|
|
32,592
|
|
|
(239
|
)
|
|||
Total expenses
|
1,413,712
|
|
|
2,088,805
|
|
|
1,388,452
|
|
|||
Earnings from equity method investments
|
81,386
|
|
|
64,199
|
|
|
52,477
|
|
|||
Gain on issuance of common units by equity method investee
|
6,385
|
|
|
29,020
|
|
|
26,873
|
|
|||
Operating income
|
129,153
|
|
|
126,993
|
|
|
117,914
|
|
|||
Other expenses (income):
|
|
|
|
|
|
||||||
Interest expense
|
69,675
|
|
|
49,044
|
|
|
25,142
|
|
|||
Foreign currency transaction gain
|
(1,067
|
)
|
|
(86
|
)
|
|
(1,633
|
)
|
|||
Other expense (income), net
|
(15,801
|
)
|
|
(20,536
|
)
|
|
45,906
|
|
|||
Total other expenses, net
|
52,807
|
|
|
28,422
|
|
|
69,415
|
|
|||
Income from continuing operations before income taxes
|
76,346
|
|
|
98,571
|
|
|
48,499
|
|
|||
Income tax expense (benefit)
|
33,530
|
|
|
46,513
|
|
|
(17,254
|
)
|
|||
Income from continuing operations
|
42,816
|
|
|
52,058
|
|
|
65,753
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
(4
|
)
|
|
(1
|
)
|
|
59
|
|
|||
Net income
|
42,812
|
|
|
52,057
|
|
|
65,812
|
|
|||
Less: net income attributable to noncontrolling interests
|
12,492
|
|
|
22,817
|
|
|
17,710
|
|
|||
Net income attributable to SemGroup
|
$
|
30,320
|
|
|
$
|
29,240
|
|
|
$
|
48,102
|
|
Net income
|
$
|
42,812
|
|
|
$
|
52,057
|
|
|
$
|
65,812
|
|
Other comprehensive income (loss), net of income taxes
|
|
|
|
|
|
||||||
Currency translation adjustments, net of income taxes
|
(32,142
|
)
|
|
(20,551
|
)
|
|
(6,363
|
)
|
|||
Other, net of income taxes
|
721
|
|
|
(3,736
|
)
|
|
4,808
|
|
|||
Total other comprehensive loss
|
(31,421
|
)
|
|
(24,287
|
)
|
|
(1,555
|
)
|
|||
Comprehensive income
|
11,391
|
|
|
27,770
|
|
|
64,257
|
|
|||
Less: comprehensive income attributable to noncontrolling interests
|
12,492
|
|
|
22,817
|
|
|
17,710
|
|
|||
Comprehensive income (loss) attributable to SemGroup
|
$
|
(1,101
|
)
|
|
$
|
4,953
|
|
|
$
|
46,547
|
|
Net income attributable to SemGroup per common share (Note 18):
|
|
|
|
|
|
||||||
Basic
|
$
|
0.69
|
|
|
$
|
0.69
|
|
|
$
|
1.14
|
|
Diluted
|
$
|
0.69
|
|
|
$
|
0.68
|
|
|
$
|
1.13
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Treasury Stock
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total
Owners’
Equity
|
||||||||||||||
Balance at December 31, 2012
|
$
|
420
|
|
|
$
|
1,039,189
|
|
|
$
|
(242
|
)
|
|
$
|
(145,674
|
)
|
|
$
|
(1,299
|
)
|
|
$
|
129,134
|
|
|
$
|
1,021,528
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
48,102
|
|
|
—
|
|
|
17,710
|
|
|
65,812
|
|
|||||||
Other comprehensive loss, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,555
|
)
|
|
—
|
|
|
(1,555
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,647
|
)
|
|
(17,647
|
)
|
|||||||
Rose Rock Midstream, L.P. equity issuance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
210,226
|
|
|
210,226
|
|
|||||||
Transfer of SemCrude Pipeline interest to Rose Rock
|
—
|
|
|
112,929
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(180,220
|
)
|
|
(67,291
|
)
|
|||||||
Warrants exercised
|
4
|
|
|
21,375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,379
|
|
|||||||
Dividends paid
|
—
|
|
|
(25,429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,429
|
)
|
|||||||
Unvested dividend equivalent rights
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
(119
|
)
|
|||||||
Non-cash equity compensation
|
—
|
|
|
6,524
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
806
|
|
|
7,330
|
|
|||||||
Issuance of common stock under compensation plans
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(371
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(371
|
)
|
|||||||
Balance at December 31, 2013
|
425
|
|
|
1,154,516
|
|
|
(613
|
)
|
|
(97,572
|
)
|
|
(2,854
|
)
|
|
159,961
|
|
|
1,213,863
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
29,240
|
|
|
—
|
|
|
22,817
|
|
|
52,057
|
|
|||||||
Other comprehensive loss, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,287
|
)
|
|
—
|
|
|
(24,287
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,494
|
)
|
|
(28,494
|
)
|
|||||||
Transfer of SemCrude Pipeline interest to Rose Rock
|
—
|
|
|
53,243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,173
|
)
|
|
(31,930
|
)
|
|||||||
Warrants exercised
|
9
|
|
|
73,008
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73,017
|
|
|||||||
Dividends paid
|
—
|
|
|
(44,206
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,206
|
)
|
|||||||
Unvested dividend equivalent rights
|
—
|
|
|
(173
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
(298
|
)
|
|||||||
Non-cash equity compensation
|
—
|
|
|
7,319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
943
|
|
|
8,262
|
|
|||||||
Issuance of common stock under compensation plans
|
2
|
|
|
2,170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,172
|
|
|||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(719
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(719
|
)
|
|||||||
Balance at December 31, 2014
|
436
|
|
|
1,245,877
|
|
|
(1,332
|
)
|
|
(68,332
|
)
|
|
(27,141
|
)
|
|
69,929
|
|
|
1,219,437
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
30,320
|
|
|
—
|
|
|
12,492
|
|
|
42,812
|
|
|||||||
Other comprehensive loss, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,421
|
)
|
|
—
|
|
|
(31,421
|
)
|
|||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,410
|
)
|
|
(40,410
|
)
|
|||||||
Dividends paid
|
—
|
|
|
(69,514
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,514
|
)
|
|||||||
Unvested dividend equivalent rights
|
—
|
|
|
(351
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(203
|
)
|
|
(554
|
)
|
|||||||
Non-cash equity compensation
|
—
|
|
|
9,051
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,354
|
|
|
10,405
|
|
|||||||
Issuance of common stock under compensation plans
|
3
|
|
|
1,512
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,515
|
|
|||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(4,261
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,261
|
)
|
|||||||
Rose Rock Midstream, L.P. equity issuance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,119
|
|
|
89,119
|
|
|||||||
Transfer of WOT and Glass Mountain to Rose Rock
|
—
|
|
|
30,680
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,452
|
)
|
|
(20,772
|
)
|
|||||||
Balance at December 31, 2015
|
$
|
439
|
|
|
$
|
1,217,255
|
|
|
$
|
(5,593
|
)
|
|
$
|
(38,012
|
)
|
|
$
|
(58,562
|
)
|
|
$
|
80,829
|
|
|
$
|
1,196,356
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
42,812
|
|
|
$
|
52,057
|
|
|
$
|
65,812
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Net unrealized (gain) loss related to derivative instruments
|
2,014
|
|
|
(1,734
|
)
|
|
(974
|
)
|
|||
Depreciation and amortization
|
100,882
|
|
|
98,397
|
|
|
66,409
|
|
|||
Loss (gain) on disposal or impairment, net
|
11,472
|
|
|
32,592
|
|
|
(216
|
)
|
|||
Earnings from equity method investments
|
(81,386
|
)
|
|
(64,199
|
)
|
|
(52,477
|
)
|
|||
Gain on issuance of common units by equity method investee
|
(6,385
|
)
|
|
(29,020
|
)
|
|
(26,873
|
)
|
|||
Gain on sale of common units of equity method investee
|
(14,517
|
)
|
|
(34,211
|
)
|
|
—
|
|
|||
Distributions from equity method investments
|
95,429
|
|
|
85,261
|
|
|
63,651
|
|
|||
Amortization of debt issuance costs
|
5,102
|
|
|
3,632
|
|
|
2,732
|
|
|||
Deferred tax expense (benefit)
|
29,197
|
|
|
36,148
|
|
|
(36,274
|
)
|
|||
Non-cash equity compensation
|
10,617
|
|
|
8,386
|
|
|
7,330
|
|
|||
Excess tax benefit from equity-based awards
|
—
|
|
|
(1,650
|
)
|
|
—
|
|
|||
Loss on fair value of warrants
|
—
|
|
|
13,423
|
|
|
46,433
|
|
|||
Provision for uncollectible accounts receivable, net of recoveries
|
208
|
|
|
360
|
|
|
(372
|
)
|
|||
Inventory valuation adjustment
|
2,590
|
|
|
5,667
|
|
|
—
|
|
|||
Currency (gain) loss
|
(1,067
|
)
|
|
(86
|
)
|
|
(1,633
|
)
|
|||
Changes in operating assets and liabilities (Note 22)
|
(15,206
|
)
|
|
(23,365
|
)
|
|
39,861
|
|
|||
Net cash provided by operating activities
|
181,762
|
|
|
181,658
|
|
|
173,409
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(479,530
|
)
|
|
(270,506
|
)
|
|
(215,609
|
)
|
|||
Proceeds from sale of long-lived assets
|
3,688
|
|
|
4,445
|
|
|
1,279
|
|
|||
Contributions to equity method investments
|
(46,730
|
)
|
|
(71,131
|
)
|
|
(173,868
|
)
|
|||
Payments to acquire businesses
|
—
|
|
|
(44,508
|
)
|
|
(362,456
|
)
|
|||
Proceeds from sale of common units of equity method investee
|
56,318
|
|
|
79,741
|
|
|
—
|
|
|||
Distributions from equity method investments in excess of equity in earnings
|
24,113
|
|
|
11,734
|
|
|
12,246
|
|
|||
Net cash used in investing activities
|
(442,141
|
)
|
|
(290,225
|
)
|
|
(738,408
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Debt issuance costs
|
(6,289
|
)
|
|
(8,686
|
)
|
|
(14,936
|
)
|
|||
Borrowings on credit facilities and issuance of senior unsecured notes
|
867,208
|
|
|
1,254,244
|
|
|
1,268,474
|
|
|||
Principal payments on credit facilities and other obligations
|
(560,049
|
)
|
|
(1,102,272
|
)
|
|
(859,412
|
)
|
|||
Distributions to noncontrolling interests
|
(40,410
|
)
|
|
(28,494
|
)
|
|
(17,647
|
)
|
|||
Proceeds from warrant exercises
|
—
|
|
|
1,451
|
|
|
225
|
|
|||
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
|
(4,261
|
)
|
|
(719
|
)
|
|
(371
|
)
|
|||
Dividends paid
|
(69,514
|
)
|
|
(44,206
|
)
|
|
(25,429
|
)
|
|||
Proceeds from issuance of common stock under employee stock purchase plan
|
1,223
|
|
|
340
|
|
|
—
|
|
|||
Excess tax benefit from equity-based awards
|
—
|
|
|
1,650
|
|
|
—
|
|
|||
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
|
89,119
|
|
|
—
|
|
|
210,226
|
|
|||
Net cash provided by financing activities
|
277,027
|
|
|
73,308
|
|
|
561,130
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
850
|
|
|
(3,494
|
)
|
|
3,191
|
|
|||
Change in cash and cash equivalents
|
17,498
|
|
|
(38,753
|
)
|
|
(678
|
)
|
|||
Cash and cash equivalents at beginning of period
|
40,598
|
|
|
79,351
|
|
|
80,029
|
|
|||
Cash and cash equivalents at end of period
|
$
|
58,096
|
|
|
$
|
40,598
|
|
|
$
|
79,351
|
|
1.
|
OVERVIEW
|
•
|
Crude Transportation operates crude oil pipelines and truck transportation businesses in the United States. Crude Transportation’s assets include:
|
•
|
a
570
-mile crude oil gathering and transportation pipeline system with over
650,000
barrels of associated storage capacity in Kansas and northern Oklahoma that is connected to several third-party pipelines and refineries and our storage terminal in Cushing;
|
•
|
the Wattenberg Oil Trunkline ("WOT"), a
75
-mile,
12
-inch diameter crude oil gathering pipeline system that transports crude oil from production facilities in the DJ Basin to the pipeline owned by White Cliffs Pipeline, L.L.C. ("White Cliffs"). The WOT has a capacity of approximately
85,000
barrels per day as well as
360,000
barrels of operational storage;
|
•
|
a
16
-mile crude oil pipeline that connects our Platteville, Colorado crude oil terminal to the Tampa, Colorado crude oil market;
|
•
|
a crude oil trucking fleet of over
270
transport trucks and
270
trailers;
|
•
|
Maurepas Pipeline, a project underway to build
three
pipelines to service refineries in the Gulf Coast region, which is expected to be completed in the fourth quarter of 2016;
|
•
|
a
51%
ownership interest in White Cliffs, which owns a
527
-mile pipeline, consisting of
two
12
-inch common carrier, crude oil pipelines, that transports crude oil from Platteville, Colorado to Cushing, Oklahoma (the "White Cliffs Pipeline"); and
|
•
|
a
50%
ownership interest in Glass Mountain Pipeline, LLC ("Glass Mountain"), which owns a
210
-mile crude oil pipeline in western and north central Oklahoma ("the Glass Mountain Pipeline").
|
•
|
Crude Facilities operates crude oil storage and terminal businesses in the United States. Crude Facilities assets include:
|
•
|
approximately
7.6 million
barrels of crude oil storage capacity in Cushing, Oklahoma, of which
6.5 million
barrels are leased to customers and
1.1 million
barrels are used for crude oil operations and marketing activities; and
|
•
|
a
thirty
-lane crude oil truck unloading facility with
350,000
barrels of associated storage capacity in Platteville, Colorado which connects to the origination point of the White Cliffs Pipeline.
|
•
|
Crude Supply and Logistics operates a crude oil marketing business which utilizes our Crude Transportation and Crude Facilities assets for marketing purposes. Additionally, Crude Supply and Logistics' assets include:
|
•
|
approximately
61,800
barrels of crude oil storage capacity in Trenton and Stanley, North Dakota.
|
•
|
SemGas, which provides natural gas gathering and processing services in the United States. SemGas owns and operates gathering systems and
four
processing plants with
595
million cubic feet per day of capacity.
|
•
|
SemCAMS, which provides natural gas gathering and processing services in Alberta, Canada. SemCAMS owns working interests in, and operates,
four
natural gas processing plants with a combined operating capacity of
695
million cubic feet per day.
|
•
|
SemLogistics, which provides refined product and crude oil storage services in the United Kingdom. SemLogistics owns a facility in Wales that has multi-product storage capacity of approximately
8.7 million
barrels.
|
•
|
SemMexico, which purchases, produces, stores, and distributes liquid asphalt cement products in Mexico. SemMexico operates an in-country network of
eleven
asphalt cement terminals and modification facilities and
two
marine terminals.
|
•
|
SemStream, which owns
4,652,568
common units representing
4.4%
of the total limited partner interests, as of September 30, 2015, in NGL Energy Partners LP ("NGL Energy") (NYSE: NGL) and an
11.78%
interest in the general partner of NGL Energy. We report the results of our investment in NGL Energy under the equity method on a one-quarter lag (Note 5).
|
2.
|
CONSOLIDATION AND BASIS OF PRESENTATION
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
Continued
|
Pipelines and related facilities
|
10 – 31 years
|
Storage and terminal facilities
|
10 – 25 years
|
Natural gas gathering and processing facilities
|
10 – 31 years
|
Trucking equipment and other
|
3 – 7 years
|
Office property and equipment
|
3 – 31 years
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
Continued
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
Continued
|
3.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
Continued
|
4.
|
ROSE ROCK MIDSTREAM, L.P.
|
|
Total Quarterly Distributions
Per Unit Target Amount
|
|
Marginal Percentage
Interest in Distributions
|
|||||||||||||||||
|
Unitholders
|
|
General
Partner
|
|
Incentive
Distribution
Rights
|
|||||||||||||||
Minimum Quarterly Distributions
|
|
|
|
|
|
|
$
|
0.362500
|
|
|
98.0
|
%
|
|
2.0
|
%
|
|
—
|
|
||
First Target Distribution
|
above
|
|
$
|
0.362500
|
|
|
up to
|
|
$
|
0.416875
|
|
|
98.0
|
%
|
|
2.0
|
%
|
|
—
|
|
Second Target Distribution
|
above
|
|
$
|
0.416875
|
|
|
up to
|
|
$
|
0.453125
|
|
|
85.0
|
%
|
|
2.0
|
%
|
|
13.0
|
%
|
Third Target Distribution
|
above
|
|
$
|
0.453125
|
|
|
up to
|
|
$
|
0.543750
|
|
|
75.0
|
%
|
|
2.0
|
%
|
|
23.0
|
%
|
Thereafter
|
|
|
|
|
above
|
|
$
|
0.543750
|
|
|
50.0
|
%
|
|
2.0
|
%
|
|
48.0
|
%
|
|
Distribution
Per Unit
|
|
Distributions Paid
|
|||||||||||||||||||
Quarter Ended
|
SemGroup
|
Noncontrolling
Interest
Common Units
|
Total
Distributions
|
|||||||||||||||||||
General
Partner
|
Incentive
Distributions
|
Common
Units
|
Subordinated
Units
|
|||||||||||||||||||
December 31, 2012
|
$
|
0.4025
|
|
|
$
|
167
|
|
$
|
—
|
|
$
|
1,163
|
|
$
|
3,377
|
|
$
|
3,624
|
|
$
|
8,331
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
March 31, 2013
|
$
|
0.4300
|
|
|
$
|
179
|
|
$
|
41
|
|
$
|
1,242
|
|
$
|
3,607
|
|
$
|
3,872
|
|
$
|
8,941
|
|
June 30, 2013
|
$
|
0.4400
|
|
|
$
|
183
|
|
$
|
72
|
|
$
|
1,271
|
|
$
|
3,692
|
|
$
|
3,962
|
|
$
|
9,180
|
|
September 30, 2013
|
$
|
0.4500
|
|
|
$
|
232
|
|
$
|
127
|
|
$
|
1,301
|
|
$
|
3,775
|
|
$
|
6,189
|
|
$
|
11,624
|
|
December 31, 2013
|
$
|
0.4650
|
|
|
$
|
257
|
|
$
|
244
|
|
$
|
2,041
|
|
$
|
3,901
|
|
$
|
6,398
|
|
$
|
12,841
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
March 31, 2014
|
$
|
0.4950
|
|
|
$
|
278
|
|
$
|
488
|
|
$
|
2,173
|
|
$
|
4,153
|
|
$
|
6,811
|
|
$
|
13,903
|
|
June 30, 2014
|
$
|
0.5350
|
|
|
$
|
334
|
|
$
|
888
|
|
$
|
3,646
|
|
$
|
4,488
|
|
$
|
7,362
|
|
$
|
16,718
|
|
September 30, 2014
|
$
|
0.5750
|
|
|
$
|
377
|
|
$
|
1,835
|
|
$
|
3,918
|
|
$
|
4,824
|
|
$
|
7,912
|
|
$
|
18,866
|
|
December 31, 2014
|
$
|
0.6200
|
|
|
$
|
485
|
|
$
|
3,487
|
|
$
|
6,551
|
|
$
|
5,202
|
|
$
|
8,544
|
|
$
|
24,269
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
March 31, 2015
|
$
|
0.6350
|
|
|
$
|
568
|
|
$
|
4,450
|
|
$
|
13,148
|
|
$
|
—
|
|
$
|
10,213
|
|
$
|
28,379
|
|
June 30, 2015
|
$
|
0.6500
|
|
|
$
|
590
|
|
$
|
4,979
|
|
$
|
13,458
|
|
$
|
—
|
|
$
|
10,456
|
|
$
|
29,483
|
|
September 30, 2015
|
$
|
0.6600
|
|
|
$
|
604
|
|
$
|
5,333
|
|
$
|
13,665
|
|
$
|
—
|
|
$
|
10,619
|
|
$
|
30,221
|
|
December 31, 2015
|
$
|
0.6600
|
|
(1)
|
$
|
604
|
|
$
|
5,333
|
|
$
|
13,665
|
|
$
|
—
|
|
$
|
10,622
|
|
$
|
30,224
|
|
4.
|
ROSE ROCK MIDSTREAM, L.P.,
Continued
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash
|
$
|
9,059
|
|
|
$
|
3,625
|
|
Other current assets
|
310,555
|
|
|
271,144
|
|
||
Property, plant and equipment, net
|
441,596
|
|
|
396,066
|
|
||
Equity method investment
|
438,291
|
|
|
269,635
|
|
||
Goodwill
|
26,628
|
|
|
36,116
|
|
||
Other noncurrent assets
|
31,702
|
|
|
29,677
|
|
||
Total assets
|
$
|
1,257,831
|
|
|
$
|
1,006,263
|
|
|
|
|
|
||||
Current liabilities
|
$
|
283,029
|
|
|
$
|
265,682
|
|
Long-term debt
|
744,597
|
|
|
432,092
|
|
||
Partners’ capital attributable to SemGroup
|
149,376
|
|
|
238,560
|
|
||
Partners’ capital attributable to noncontrolling interests
|
80,829
|
|
|
69,929
|
|
||
Total liabilities and partners’ capital
|
$
|
1,257,831
|
|
|
$
|
1,006,263
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
$
|
844,711
|
|
|
$
|
1,298,097
|
|
|
$
|
767,202
|
|
Costs of products sold
|
$
|
671,769
|
|
|
$
|
1,131,362
|
|
|
$
|
663,759
|
|
Operating, general and administrative expenses
|
$
|
114,476
|
|
|
$
|
99,894
|
|
|
$
|
51,624
|
|
Depreciation and amortization expense
|
$
|
41,998
|
|
|
$
|
40,035
|
|
|
$
|
23,708
|
|
Earnings from equity method investment
|
$
|
76,355
|
|
|
$
|
57,378
|
|
|
$
|
17,571
|
|
Net income
|
$
|
49,673
|
|
|
$
|
62,925
|
|
|
$
|
37,515
|
|
Noncontrolling interest in consolidated subsidiaries retained by SemGroup
|
$
|
—
|
|
|
$
|
7,758
|
|
|
$
|
1,256
|
|
Net income attributable to Rose Rock Midstream, L.P.
|
$
|
49,673
|
|
|
$
|
55,167
|
|
|
$
|
36,259
|
|
4.
|
ROSE ROCK MIDSTREAM, L.P.,
Continued
|
4.
|
ROSE ROCK MIDSTREAM, L.P.,
Continued
|
5.
|
EQUITY METHOD INVESTMENTS
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
White Cliffs
|
$
|
297,109
|
|
|
$
|
269,635
|
|
NGL Energy
|
112,787
|
|
|
162,246
|
|
||
Glass Mountain
|
141,182
|
|
|
146,039
|
|
||
Total equity method investments
|
$
|
551,078
|
|
|
$
|
577,920
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
White Cliffs
|
$
|
70,238
|
|
|
$
|
57,378
|
|
|
$
|
45,459
|
|
NGL Energy
(1)
|
5,031
|
|
|
2,343
|
|
|
7,123
|
|
|||
Glass Mountain
|
6,117
|
|
|
4,478
|
|
|
(105
|
)
|
|||
Total earnings from equity method investments
|
$
|
81,386
|
|
|
$
|
64,199
|
|
|
$
|
52,477
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
White Cliffs
|
$
|
86,845
|
|
|
$
|
66,768
|
|
|
$
|
57,576
|
|
NGL Energy
|
19,074
|
|
|
23,404
|
|
|
18,321
|
|
|||
Glass Mountain
|
13,623
|
|
|
6,823
|
|
|
—
|
|
|||
Total cash distributions received from equity method investments
|
$
|
119,542
|
|
|
$
|
96,995
|
|
|
$
|
75,897
|
|
5.
|
EQUITY METHOD INVESTMENTS,
Continued
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Current assets
|
$
|
54,091
|
|
|
$
|
35,623
|
|
Property, plant and equipment, net
|
509,068
|
|
|
471,179
|
|
||
Goodwill
|
17,000
|
|
|
17,000
|
|
||
Other intangible assets, net
|
11,974
|
|
|
16,043
|
|
||
Total assets
|
$
|
592,133
|
|
|
$
|
539,845
|
|
|
|
|
|
||||
Current liabilities
|
$
|
9,491
|
|
|
$
|
11,108
|
|
Members’ equity
|
582,642
|
|
|
528,737
|
|
||
Total liabilities and members’ equity
|
$
|
592,133
|
|
|
$
|
539,845
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
$
|
206,395
|
|
|
$
|
160,369
|
|
|
$
|
133,310
|
|
Operating, general and administrative expenses
|
$
|
33,284
|
|
|
$
|
23,067
|
|
|
$
|
23,825
|
|
Depreciation and amortization expense
|
$
|
34,105
|
|
|
$
|
23,257
|
|
|
$
|
18,668
|
|
Net income
|
$
|
139,000
|
|
|
$
|
114,045
|
|
|
$
|
90,817
|
|
5.
|
EQUITY METHOD INVESTMENTS,
Continued
|
5.
|
EQUITY METHOD INVESTMENTS,
Continued
|
|
(Unaudited)
Twelve Months Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
$
|
14,504,581
|
|
|
$
|
15,748,520
|
|
|
$
|
5,935,715
|
|
Costs of products sold
|
$
|
13,573,066
|
|
|
$
|
15,054,291
|
|
|
$
|
5,478,361
|
|
Operating, general and administrative expenses
|
$
|
625,035
|
|
|
$
|
440,609
|
|
|
$
|
276,905
|
|
Depreciation and amortization expense
|
$
|
221,067
|
|
|
$
|
162,443
|
|
|
$
|
94,050
|
|
Net income
|
$
|
22,995
|
|
|
$
|
11,409
|
|
|
$
|
44,378
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Current assets
|
$
|
7,856
|
|
|
$
|
8,810
|
|
Property, plant and equipment, net
|
205,920
|
|
|
215,876
|
|
||
Total assets
|
$
|
213,776
|
|
|
$
|
224,686
|
|
|
|
|
|
||||
Current liabilities
|
$
|
1,036
|
|
|
$
|
2,643
|
|
Other liabilities
|
28
|
|
|
42
|
|
||
Members’ equity
|
212,712
|
|
|
222,001
|
|
||
Total liabilities and members’ equity
|
$
|
213,776
|
|
|
$
|
224,686
|
|
5.
|
EQUITY METHOD INVESTMENTS,
Continued
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenue
|
$
|
38,526
|
|
|
$
|
30,398
|
|
Cost of Sales
|
$
|
3,392
|
|
|
$
|
757
|
|
Operating, general and administrative expenses
|
$
|
6,643
|
|
|
$
|
6,419
|
|
Depreciation and amortization expense
|
$
|
15,828
|
|
|
$
|
13,872
|
|
Net income
|
$
|
12,657
|
|
|
$
|
9,344
|
|
6.
|
ACQUISITIONS
|
•
|
124
trucks,
122
trailers and miscellaneous equipment; and
|
•
|
a long-term transportation agreement with Chesapeake Energy Marketing, Inc.
|
•
|
200
miles of gathering pipeline;
|
•
|
Rose Valley I plant - A
200
mmcf/d (million cubic feet per day) cryogenic processing plant, placed in operation in the first quarter of 2014;
|
•
|
Rose Valley II plant - A
200
mmcf/d cryogenic processing plant placed in operation in mid-2015;
|
•
|
Approximately
540,000
net acre dedication in the core of the Mississippi Lime play, supported by a joint venture between Chesapeake and Sinopec International Petroleum Exploration and Production Corporation ("Sinopec"); and
|
•
|
A
20
-year,
100%
fee based, gas gathering and processing agreement with certain affiliates of Chesapeake and Sinopec.
|
•
|
114
trucks,
120
trailers and miscellaneous equipment; and
|
•
|
a long-term take-or-pay customer transportation agreement, which has expired.
|
6.
|
ACQUISITIONS,
Continued
|
7.
|
DISPOSALS OR IMPAIRMENTS OF LONG-LIVED ASSETS
|
8.
|
SEGMENTS
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Crude Transportation
|
|
|
|
|
|
||||||
External
|
$
|
81,991
|
|
|
$
|
84,718
|
|
|
$
|
34,917
|
|
Intersegment
|
15,021
|
|
|
10,840
|
|
|
225
|
|
Crude Facilities
|
|
|
|
|
|
||||||
External
|
45,936
|
|
|
44,007
|
|
|
46,697
|
|
|||
Crude Supply and Logistics
|
|
|
|
|
|
||||||
External
|
716,784
|
|
|
1,169,372
|
|
|
685,588
|
|
|||
SemGas
|
|
|
|
|
|
||||||
External
|
231,569
|
|
|
342,286
|
|
|
207,134
|
|
|||
Intersegment
|
20,605
|
|
|
37,897
|
|
|
23,985
|
|
|||
SemCAMS
|
|
|
|
|
|
||||||
External
|
136,197
|
|
|
176,724
|
|
|
198,450
|
|
|||
SemLogistics
|
|
|
|
|
|
||||||
External
|
24,351
|
|
|
12,650
|
|
|
11,671
|
|
|||
SemMexico
|
|
|
|
|
|
||||||
External
|
211,291
|
|
|
290,869
|
|
|
242,559
|
|
|||
Corporate and Other
|
|
|
|
|
|
||||||
External
|
6,975
|
|
|
1,953
|
|
|
—
|
|
|||
Intersegment
|
(35,626
|
)
|
|
(48,737
|
)
|
|
(24,210
|
)
|
|||
Total Revenues
|
$
|
1,455,094
|
|
|
$
|
2,122,579
|
|
|
$
|
1,427,016
|
|
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Earnings from equity method investments:
|
|
|
|
|
|
||||||
Crude Transportation
|
$
|
76,355
|
|
|
$
|
61,856
|
|
|
$
|
45,354
|
|
SemStream
(1)
|
11,416
|
|
|
31,363
|
|
|
33,996
|
|
|||
Total earnings from equity method investments
|
$
|
87,771
|
|
|
$
|
93,219
|
|
|
$
|
79,350
|
|
(1) including gain on issuance of common units by equity method investee
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Crude Transportation
|
$
|
35,500
|
|
|
$
|
33,679
|
|
|
$
|
17,814
|
|
Crude Facilities
|
5,829
|
|
|
5,365
|
|
|
4,833
|
|
|||
Crude Supply and Logistics
|
159
|
|
|
549
|
|
|
673
|
|
|||
SemGas
|
31,803
|
|
|
26,353
|
|
|
14,517
|
|
|||
SemCAMS
|
12,940
|
|
|
14,295
|
|
|
10,766
|
|
|||
SemLogistics
|
8,543
|
|
|
10,005
|
|
|
9,426
|
|
|||
SemMexico
|
4,076
|
|
|
6,031
|
|
|
5,991
|
|
|||
Corporate and Other
|
2,032
|
|
|
2,120
|
|
|
2,389
|
|
|||
Total depreciation and amortization
|
$
|
100,882
|
|
|
$
|
98,397
|
|
|
$
|
66,409
|
|
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Income tax expense (benefit):
|
|
|
|
|
|
||||||
SemCAMS
|
$
|
4,847
|
|
|
$
|
3,135
|
|
|
$
|
6,348
|
|
SemLogistics
|
(2,195
|
)
|
|
(2,231
|
)
|
|
(5,699
|
)
|
SemStream
|
—
|
|
|
—
|
|
|
18,775
|
|
|||
Corporate and Other
|
1,919
|
|
|
1,906
|
|
|
1,211
|
|
|||
Total additions to long-lived assets
|
$
|
526,444
|
|
|
$
|
383,284
|
|
|
$
|
753,490
|
|
|
|
|
|
|
|
||||||
|
|
|
December 31,
|
||||||||
|
|
|
2015
|
|
2014
|
||||||
Total assets (excluding intersegment receivables):
|
|
|
|
|
|
||||||
Crude Transportation
|
|
|
$
|
877,017
|
|
|
$
|
746,723
|
|
||
Crude Facilities
|
|
|
155,186
|
|
|
116,784
|
|
||||
Crude Supply and Logistics
|
|
|
328,419
|
|
|
271,444
|
|
||||
SemGas
|
|
|
719,789
|
|
|
662,223
|
|
||||
SemCAMS
|
|
|
331,749
|
|
|
279,191
|
|
||||
SemLogistics
|
|
|
155,794
|
|
|
150,498
|
|
||||
SemMexico
|
|
|
89,608
|
|
|
107,225
|
|
||||
SemStream
|
|
|
112,787
|
|
|
162,246
|
|
||||
Corporate and Other
|
|
|
100,947
|
|
|
93,468
|
|
||||
Total
|
|
|
$
|
2,871,296
|
|
|
$
|
2,589,802
|
|
||
|
|
|
|
|
|
||||||
|
|
|
December 31,
|
||||||||
|
|
|
2015
|
|
2014
|
||||||
Equity investments:
|
|
|
|
|
|
||||||
Crude Transportation
|
|
|
$
|
438,291
|
|
|
$
|
415,674
|
|
||
SemStream
|
|
|
112,787
|
|
|
162,246
|
|
||||
Total equity investments
|
|
|
$
|
551,078
|
|
|
$
|
577,920
|
|
9.
|
INVENTORIES
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Crude oil
|
$
|
59,121
|
|
|
$
|
26,722
|
|
Asphalt and other
|
11,118
|
|
|
16,810
|
|
||
Total inventories
|
$
|
70,239
|
|
|
$
|
43,532
|
|
10.
|
OTHER ASSETS
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Prepaid expenses
|
$
|
6,252
|
|
|
$
|
5,989
|
|
Deferred tax asset
|
2,321
|
|
|
5,897
|
|
||
Other
|
10,814
|
|
|
8,131
|
|
||
Total other current assets
|
$
|
19,387
|
|
|
$
|
20,017
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Debt issuance costs, net
(1)
|
$
|
23,728
|
|
|
$
|
22,203
|
|
Deferred tax asset
|
34,848
|
|
|
13,933
|
|
||
Other
|
3,579
|
|
|
8,250
|
|
||
Total other noncurrent assets, net
|
$
|
62,155
|
|
|
$
|
44,386
|
|
11.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Land
|
$
|
89,815
|
|
|
$
|
81,886
|
|
Pipelines and related facilities
|
338,789
|
|
|
283,347
|
|
||
Storage and terminal facilities
|
283,608
|
|
|
284,300
|
|
||
Natural gas gathering and processing facilities
|
810,358
|
|
|
606,553
|
|
||
Linefill
|
26,900
|
|
|
26,050
|
|
||
Trucking equipment and other
|
43,157
|
|
|
40,392
|
|
||
Office property and equipment
|
45,818
|
|
|
37,120
|
|
||
Construction-in-progress
|
248,145
|
|
|
142,806
|
|
||
Property, plant and equipment, gross
|
1,886,590
|
|
|
1,502,454
|
|
||
Accumulated depreciation
|
(319,769
|
)
|
|
(245,629
|
)
|
||
Property, plant and equipment, net
|
$
|
1,566,821
|
|
|
$
|
1,256,825
|
|
12.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Crude Transportation
|
$
|
26,628
|
|
|
$
|
36,116
|
|
SemGas
|
13,052
|
|
|
13,052
|
|
||
SemMexico
|
8,352
|
|
|
9,158
|
|
||
Total Goodwill
|
$
|
48,032
|
|
|
$
|
58,326
|
|
Balance, December 31, 2012
|
$
|
9,884
|
|
Barcas acquisition (Note 6)
|
28,322
|
|
|
MMGS acquisition (Note 6)
|
23,839
|
|
|
Currency translation adjustments
|
(24
|
)
|
|
Balance, December 31, 2013
|
62,021
|
|
|
Crude oil trucking asset acquisition (Note 6)
|
7,892
|
|
|
MMGS purchase price allocation adjustment
|
(10,787
|
)
|
|
Barcas purchase price allocation adjustment
|
(98
|
)
|
|
Currency translation adjustments
|
(702
|
)
|
|
Balance, December 31, 2014
|
58,326
|
|
|
Impairment loss
|
(9,488
|
)
|
|
Currency translation adjustments
|
(806
|
)
|
|
Balance, December 31, 2015
|
$
|
48,032
|
|
12.
|
GOODWILL AND OTHER INTANGIBLE ASSETS,
Continued
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
||||||||||||
Customer Relationships
|
$
|
188,304
|
|
|
$
|
(26,975
|
)
|
|
$
|
161,329
|
|
|
$
|
189,583
|
|
|
$
|
(17,963
|
)
|
|
$
|
171,620
|
|
Trade Names
|
493
|
|
|
(378
|
)
|
|
115
|
|
|
570
|
|
|
(379
|
)
|
|
191
|
|
||||||
Unpatented Technology
|
2,941
|
|
|
(2,162
|
)
|
|
779
|
|
|
3,457
|
|
|
(2,203
|
)
|
|
1,254
|
|
||||||
Total other intangible assets
|
$
|
191,738
|
|
|
$
|
(29,515
|
)
|
|
$
|
162,223
|
|
|
$
|
193,610
|
|
|
$
|
(20,545
|
)
|
|
$
|
173,065
|
|
Balance, December 31, 2012
|
$
|
7,585
|
|
Amortization
|
(6,018
|
)
|
|
Barcas acquisition
|
6,930
|
|
|
MMGS acquisition
|
166,332
|
|
|
Currency translation adjustments
|
9
|
|
|
Balance, December 31, 2013
|
174,838
|
|
|
Amortization
|
(15,875
|
)
|
|
Crude oil trucking asset acquisition
|
17,010
|
|
|
MMGS purchase price allocation adjustment
|
(2,313
|
)
|
|
Barcas purchase price allocation adjustment
|
(50
|
)
|
|
Currency translation adjustments
|
(545
|
)
|
|
Balance, December 31, 2014
|
173,065
|
|
|
Amortization
|
(10,334
|
)
|
|
Currency translation adjustments
|
(508
|
)
|
|
Balance, December 31, 2015
|
$
|
162,223
|
|
For year ending:
|
|
||
December 31, 2016
|
$
|
10,928
|
|
December 31, 2017
|
11,011
|
|
|
December 31, 2018
|
10,918
|
|
|
December 31, 2019
|
10,316
|
|
|
December 31, 2020
|
9,649
|
|
|
Thereafter
|
109,401
|
|
|
Total estimated amortization expense
|
$
|
162,223
|
|
13.
|
FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF RISK
|
13.
|
FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF RISK,
Continued
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
Derivatives subject to netting arrangements:
|
Level 1
|
|
Netting
(1)
|
|
Total
|
|
Level 1
|
|
Netting
(1)
|
|
Total
|
||||||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
131
|
|
|
$
|
(131
|
)
|
|
$
|
—
|
|
|
$
|
3,311
|
|
|
$
|
(1,637
|
)
|
|
$
|
1,674
|
|
Liabilities
|
$
|
470
|
|
|
$
|
(131
|
)
|
|
$
|
339
|
|
|
$
|
1,637
|
|
|
$
|
(1,637
|
)
|
|
$
|
—
|
|
(1)
|
Relates primarily to exchange traded futures. Gain and loss positions on multiple contracts are settled net on a daily basis with the exchange.
|
13.
|
FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF RISK,
Continued
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Sales
|
23,228
|
|
|
6,773
|
|
|
2,595
|
|
Purchases
|
22,946
|
|
|
6,477
|
|
|
2,575
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
Other Current Assets
|
|
Other Current Liabilities
|
|
Other Current Assets
|
|
Other Current Liabilities
|
||||||||
$
|
—
|
|
|
$
|
339
|
|
|
$
|
1,674
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Realized and unrealized gain (loss)
|
$
|
8,146
|
|
|
$
|
19,305
|
|
|
$
|
(1,593
|
)
|
13.
|
FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF RISK,
Continued
|
|
Canada
|
|
United
Kingdom
|
|
Mexico
|
|
Total
|
||||||||
Cash and cash equivalents
|
$
|
20,729
|
|
|
$
|
8,014
|
|
|
$
|
17,338
|
|
|
$
|
46,081
|
|
Other current assets
|
47,267
|
|
|
3,413
|
|
|
31,616
|
|
|
82,296
|
|
||||
Noncurrent assets
|
273,967
|
|
|
144,367
|
|
|
40,654
|
|
|
458,988
|
|
||||
Total assets
|
$
|
341,963
|
|
|
$
|
155,794
|
|
|
$
|
89,608
|
|
|
$
|
587,365
|
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
$
|
40,541
|
|
|
$
|
5,660
|
|
|
$
|
15,868
|
|
|
$
|
62,069
|
|
Noncurrent liabilities
|
47,971
|
|
|
15,633
|
|
|
1,167
|
|
|
64,771
|
|
||||
Total liabilities
|
88,512
|
|
|
21,293
|
|
|
17,035
|
|
|
126,840
|
|
||||
Net assets
|
$
|
253,451
|
|
|
$
|
134,501
|
|
|
$
|
72,573
|
|
|
$
|
460,525
|
|
14.
|
INCOME TAXES
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
U.S.
|
$
|
46,728
|
|
|
$
|
39,231
|
|
|
$
|
40,002
|
|
Foreign
|
29,618
|
|
|
59,340
|
|
|
8,497
|
|
|||
Consolidated
|
$
|
76,346
|
|
|
$
|
98,571
|
|
|
$
|
48,499
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current income tax provision:
|
|
|
|
|
|
||||||
Foreign
|
$
|
4,301
|
|
|
$
|
10,430
|
|
|
$
|
15,546
|
|
U.S. federal
|
—
|
|
|
(195
|
)
|
|
2,067
|
|
|||
U.S. state
|
32
|
|
|
132
|
|
|
1,435
|
|
|||
|
4,333
|
|
|
10,367
|
|
|
19,048
|
|
|||
Deferred income tax provision (benefit):
|
|
|
|
|
|
||||||
Foreign
|
4,747
|
|
|
2,024
|
|
|
(10,222
|
)
|
|||
U.S. federal
|
21,865
|
|
|
30,074
|
|
|
(23,756
|
)
|
|||
U.S. state
|
2,585
|
|
|
4,048
|
|
|
(2,324
|
)
|
|||
|
29,197
|
|
|
36,146
|
|
|
(36,302
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
33,530
|
|
|
$
|
46,513
|
|
|
$
|
(17,254
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Income from continuing operations before income taxes
|
$
|
76,346
|
|
|
$
|
98,571
|
|
|
$
|
48,499
|
|
U.S. federal statutory rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
Provision at statutory rate
|
26,721
|
|
|
34,500
|
|
|
16,975
|
|
|||
State income taxes—net of federal benefit
|
1,701
|
|
|
3,197
|
|
|
(577
|
)
|
|||
Effect of rates other than statutory
|
(2,306
|
)
|
|
(1,925
|
)
|
|
(1,041
|
)
|
|||
Effect of U.S. taxation on foreign branches
|
10,366
|
|
|
20,769
|
|
|
2,974
|
|
|||
Foreign tax adjustment, prior years
|
7
|
|
|
(3,669
|
)
|
|
4,533
|
|
|||
Warrants
|
—
|
|
|
4,698
|
|
|
24,625
|
|
|||
Noncontrolling interest
|
(4,373
|
)
|
|
(7,986
|
)
|
|
(6,096
|
)
|
|||
Foreign tax credit and offset to branch deferreds
|
(1,740
|
)
|
|
6,851
|
|
|
(2,876
|
)
|
|||
Impact of valuation allowance on deferred tax assets
|
1,740
|
|
|
(7,331
|
)
|
|
(53,218
|
)
|
|||
Foreign net gain on subsidiary dissolution and debt waivers
|
—
|
|
|
(13,620
|
)
|
|
—
|
|
|||
Foreign withholding taxes
|
6
|
|
|
5,054
|
|
|
—
|
|
|||
Other, net
|
1,408
|
|
|
5,975
|
|
|
(2,553
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
33,530
|
|
|
$
|
46,513
|
|
|
$
|
(17,254
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss and other credit carryforwards
|
$
|
55,100
|
|
|
$
|
38,835
|
|
Compensation and benefits
|
8,178
|
|
|
10,736
|
|
||
Inventories
|
213
|
|
|
280
|
|
||
Intangible assets
|
35,152
|
|
|
43,977
|
|
||
Pension plan
|
4,643
|
|
|
3,733
|
|
||
Allowance for doubtful accounts
|
1,552
|
|
|
1,860
|
|
||
Deferred revenue
|
4,619
|
|
|
7,622
|
|
||
Foreign tax credit and offset to branch deferreds
|
104,026
|
|
|
102,286
|
|
||
Other
|
41,318
|
|
|
17,786
|
|
||
less: valuation allowance
|
(104,509
|
)
|
|
(102,769
|
)
|
||
Net deferred tax assets
|
150,292
|
|
|
124,346
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(4,638
|
)
|
|
(5,770
|
)
|
||
Prepaid expenses
|
(142
|
)
|
|
(163
|
)
|
||
Property, plant and equipment
|
(219,247
|
)
|
|
(178,505
|
)
|
||
Equity investment in partnerships
|
(85,385
|
)
|
|
(78,813
|
)
|
||
Other
|
(4,107
|
)
|
|
(2,549
|
)
|
||
Total deferred tax liabilities
|
(313,519
|
)
|
|
(265,800
|
)
|
||
Net deferred tax liabilities
|
$
|
(163,227
|
)
|
|
$
|
(141,454
|
)
|
14.
|
INCOME TAXES,
Continued
|
15.
|
LONG-TERM DEBT
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
SemGroup 7.50% senior unsecured notes due 2021
|
$
|
300,000
|
|
|
$
|
300,000
|
|
SemGroup corporate revolving credit facility
|
30,000
|
|
|
35,000
|
|
||
Rose Rock 5.625% senior unsecured notes due 2022
|
400,000
|
|
|
400,000
|
|
||
Rose Rock 5.625% senior unsecured notes due 2023, net of discount
|
344,545
|
|
|
—
|
|
||
Rose Rock credit facility
|
—
|
|
|
32,000
|
|
||
SemMexico credit facility
|
—
|
|
|
—
|
|
||
Capital leases
|
83
|
|
|
132
|
|
||
Total long-term debt
|
1,074,628
|
|
|
767,132
|
|
||
less: current portion of long-term debt
|
31
|
|
|
40
|
|
||
Noncurrent portion of long-term debt
|
$
|
1,074,597
|
|
|
$
|
767,092
|
|
15.
|
LONG-TERM DEBT,
Continued
|
15.
|
LONG-TERM DEBT,
Continued
|
15.
|
LONG-TERM DEBT,
Continued
|
15.
|
LONG-TERM DEBT,
Continued
|
|
SemGroup Notes
|
|
Rose Rock 2022 Notes
|
|
Rose Rock 2023 Notes
|
|
SemGroup
Facility
|
|
Rose Rock
Facility
|
|
SemMexico
Facility
|
|
Capital
Leases
|
|
Total
|
||||||||||||||||
For the year ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
31
|
|
December 31, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
||||||||
December 31, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
30,026
|
|
||||||||
December 31, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
December 31, 2020
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Thereafter
|
300,000
|
|
|
400,000
|
|
|
350,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,050,000
|
|
||||||||
Total
|
$
|
300,000
|
|
|
$
|
400,000
|
|
|
$
|
350,000
|
|
|
$
|
30,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83
|
|
|
$
|
1,080,083
|
|
16.
|
COMMITMENTS AND CONTINGENCIES
|
16.
|
COMMITMENTS AND CONTINGENCIES,
Continued
|
16.
|
COMMITMENTS AND CONTINGENCIES,
Continued
|
Balance, December 31, 2012
|
$
|
40,105
|
|
Accretion
|
4,752
|
|
|
Payments made
|
(808
|
)
|
|
Currency translation adjustments
|
(2,864
|
)
|
|
Balance, December 31, 2013
|
41,185
|
|
|
Accretion
|
4,807
|
|
|
Payments made
|
(514
|
)
|
|
Currency translation adjustments
|
(3,524
|
)
|
|
Balance, December 31, 2014
|
41,954
|
|
|
Accretion
|
4,748
|
|
|
Payments made
|
(511
|
)
|
|
Revaluation
|
(26,000
|
)
|
|
Currency translation adjustments
|
(4,245
|
)
|
|
Balance, December 31, 2015
|
$
|
15,946
|
|
16.
|
COMMITMENTS AND CONTINGENCIES,
Continued
|
|
Volume
(barrels)
|
|
Value
|
|||
Fixed price purchases
|
1,976
|
|
|
$
|
71,709
|
|
Fixed price sales
|
2,907
|
|
|
$
|
116,329
|
|
Floating price purchases
|
17,361
|
|
|
$
|
652,122
|
|
Floating price sales
|
19,691
|
|
|
$
|
709,991
|
|
For year ending:
|
|
||
December 31, 2016
|
$
|
11,804
|
|
December 31, 2017
|
11,938
|
|
|
December 31, 2018
|
10,060
|
|
|
December 31, 2019
|
9,121
|
|
|
December 31, 2020
|
8,451
|
|
|
Thereafter
|
15,941
|
|
|
Total expected future payments
|
$
|
67,315
|
|
17.
|
EQUITY
|
|
Class A
|
|
Class B
|
||
Shares accounted for at December 31, 2012
|
41,971,050
|
|
|
28,235
|
|
Issuance of shares under employee and director compensation programs
(1)
|
107,988
|
|
|
—
|
|
Shares issued upon exercise of warrants
|
425,618
|
|
|
—
|
|
Shares accounted for at December 31, 2013
|
42,504,656
|
|
|
28,235
|
|
Conversion of Class B shares
|
28,235
|
|
|
(28,235
|
)
|
Issuance of shares under employee and director compensation programs
(1)
|
169,933
|
|
|
—
|
|
Shares issued under employee stock purchase plan
|
6,999
|
|
|
—
|
|
Shares issued upon exercise of warrants
|
904,231
|
|
|
—
|
|
Shares accounted for at December 31, 2014
|
43,614,054
|
|
|
—
|
|
Issuance of shares under employee and director compensation programs
(1)
|
184,803
|
|
|
—
|
|
Shares issued under employee stock purchase plan
|
24,882
|
|
|
—
|
|
Shares accounted for at December 31, 2015
(2)
|
43,823,739
|
|
|
—
|
|
Quarter Ending
|
Dividend Per Share
|
Date Declared
|
Date of Record
|
Date Paid
|
||
June 30, 2013
|
$
|
0.19
|
|
May 8, 2013
|
May 20, 2013
|
May 30, 2013
|
September 30, 2013
|
$
|
0.20
|
|
August 8, 2013
|
August 19, 2013
|
August 30, 2013
|
December 31, 2013
|
$
|
0.21
|
|
November 11, 2013
|
November 22, 2013
|
December 3, 2013
|
|
|
|
|
|
||
March 31, 2014
|
$
|
0.22
|
|
February 25, 2014
|
March 10, 2014
|
March 20, 2014
|
June 30, 2014
|
$
|
0.24
|
|
May 8, 2014
|
May 19, 2014
|
May 29, 2014
|
September 30, 2014
|
$
|
0.27
|
|
August 6, 2014
|
August 18, 2014
|
August 28, 2014
|
December 31, 2014
|
$
|
0.30
|
|
November 6, 2014
|
November 17, 2014
|
November 28, 2014
|
|
|
|
|
|
||
March 31, 2015
|
$
|
0.34
|
|
February 26, 2015
|
March 9, 2015
|
March 20, 2015
|
June 30, 2015
|
$
|
0.38
|
|
May 6, 2015
|
May 18, 2015
|
May 29, 2015
|
September 30, 2015
|
$
|
0.42
|
|
August 4, 2015
|
August 17, 2015
|
August 25, 2015
|
December 31, 2015
|
$
|
0.45
|
|
November 3, 2015
|
November 16, 2015
|
November 24, 2015
|
|
|
|
|
|
||
March 31, 2016
|
$
|
0.45
|
|
February 24, 2016
|
March 7, 2016
|
March 17, 2016
|
18.
|
EARNINGS PER SHARE
|
|
Year Ended December 31, 2015
|
||||||||||
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Net
|
||||||
Income
|
$
|
42,816
|
|
|
$
|
(4
|
)
|
|
$
|
42,812
|
|
less: Income attributable to noncontrolling interest
|
12,492
|
|
|
—
|
|
|
12,492
|
|
|||
Income attributable to SemGroup
|
$
|
30,324
|
|
|
$
|
(4
|
)
|
|
$
|
30,320
|
|
Weighted average common stock outstanding
|
43,787
|
|
|
43,787
|
|
|
43,787
|
|
|||
Basic earnings per share
|
$
|
0.69
|
|
|
$
|
0.00
|
|
|
$
|
0.69
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2014
|
||||||||||
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Net
|
||||||
Income
|
$
|
52,058
|
|
|
$
|
(1
|
)
|
|
$
|
52,057
|
|
less: Income attributable to noncontrolling interest
|
22,817
|
|
|
—
|
|
|
22,817
|
|
|||
Income attributable to SemGroup
|
$
|
29,241
|
|
|
$
|
(1
|
)
|
|
$
|
29,240
|
|
Weighted average common stock outstanding
|
42,665
|
|
|
42,665
|
|
|
42,665
|
|
|||
Basic earnings per share
|
$
|
0.69
|
|
|
$
|
0.00
|
|
|
$
|
0.69
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2013
|
||||||||||
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Net
|
||||||
Income
|
$
|
65,753
|
|
|
$
|
59
|
|
|
$
|
65,812
|
|
less: Income attributable to noncontrolling interest
|
17,710
|
|
|
—
|
|
|
17,710
|
|
|||
Income attributable to SemGroup
|
$
|
48,043
|
|
|
$
|
59
|
|
|
$
|
48,102
|
|
Weighted average common stock outstanding
|
42,339
|
|
|
42,339
|
|
|
42,339
|
|
|||
Basic earnings per share
|
$
|
1.13
|
|
|
$
|
0.00
|
|
|
$
|
1.14
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2015
|
||||||||||
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Net
|
||||||
Income
|
$
|
42,816
|
|
|
$
|
(4
|
)
|
|
$
|
42,812
|
|
less: Income attributable to noncontrolling interest
|
12,492
|
|
|
—
|
|
|
12,492
|
|
|||
Income attributable to SemGroup
|
$
|
30,324
|
|
|
$
|
(4
|
)
|
|
$
|
30,320
|
|
Weighted average common stock outstanding
|
43,787
|
|
|
43,787
|
|
|
43,787
|
|
|||
Effect of dilutive securities
|
183
|
|
|
183
|
|
|
183
|
|
|||
Diluted weighted average common stock outstanding
|
43,970
|
|
|
43,970
|
|
|
43,970
|
|
|||
Diluted earnings per share
|
$
|
0.69
|
|
|
$
|
0.00
|
|
|
$
|
0.69
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2014
|
||||||||||
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Net
|
||||||
Income
|
$
|
52,058
|
|
|
$
|
(1
|
)
|
|
$
|
52,057
|
|
less: Income attributable to noncontrolling interest
|
22,817
|
|
|
—
|
|
|
22,817
|
|
|||
Income attributable to SemGroup
|
$
|
29,241
|
|
|
$
|
(1
|
)
|
|
$
|
29,240
|
|
Weighted average common stock outstanding
|
42,665
|
|
|
42,665
|
|
|
42,665
|
|
|||
Effect of dilutive securities
|
302
|
|
|
302
|
|
|
302
|
|
|||
Diluted weighted average common stock outstanding
|
42,967
|
|
|
42,967
|
|
|
42,967
|
|
|||
Diluted earnings per share
|
$
|
0.68
|
|
|
$
|
0.00
|
|
|
$
|
0.68
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2013
|
||||||||||
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Net
|
||||||
Income
|
$
|
65,753
|
|
|
$
|
59
|
|
|
$
|
65,812
|
|
less: Income attributable to noncontrolling interest
|
17,710
|
|
|
—
|
|
|
17,710
|
|
|||
Income attributable to SemGroup
|
$
|
48,043
|
|
|
$
|
59
|
|
|
$
|
48,102
|
|
Weighted average common stock outstanding
|
42,339
|
|
|
42,339
|
|
|
42,339
|
|
|||
Effect of dilutive securities
|
307
|
|
|
307
|
|
|
307
|
|
|||
Diluted weighted average common stock outstanding
|
42,646
|
|
|
42,646
|
|
|
42,646
|
|
|||
Diluted earnings per share
|
$
|
1.13
|
|
|
$
|
0.00
|
|
|
$
|
1.13
|
|
|
|
|
|
|
|
|
Unvested
Shares
|
|
Average
Grant Date
Fair Value
|
|
Aggregate Fair Value of Shares (in thousands)
|
|||||
Outstanding at December 31, 2012
|
450,552
|
|
|
$
|
26.87
|
|
|
|
||
Awards granted - 2013
|
201,451
|
|
|
$
|
52.78
|
|
|
|
|
|
Awards vested - 2013
|
(107,988
|
)
|
|
$
|
25.71
|
|
|
$
|
2,776
|
|
Awards forfeited - 2013
|
(13,412
|
)
|
|
$
|
32.36
|
|
|
|
||
Outstanding at December 31, 2013
|
530,603
|
|
|
$
|
36.80
|
|
|
|
||
Awards granted - 2014
|
207,786
|
|
|
$
|
77.14
|
|
|
|
|
|
Awards vested - 2014
|
(169,340
|
)
|
|
$
|
33.07
|
|
|
$
|
5,600
|
|
Awards forfeited - 2014
|
(119,130
|
)
|
|
$
|
42.16
|
|
|
|
||
Outstanding at December 31, 2014
|
449,919
|
|
|
$
|
70.69
|
|
|
|
||
Awards granted - 2015
|
151,789
|
|
|
$
|
77.93
|
|
|
|
||
Awards vested - 2015
|
(181,906
|
)
|
|
$
|
35.18
|
|
|
$
|
6,399
|
|
Awards forfeited - 2015
|
(8,494
|
)
|
|
$
|
42.05
|
|
|
|
||
Outstanding at December 31, 2015
|
411,308
|
|
|
$
|
75.25
|
|
|
|
19.
|
EQUITY-BASED COMPENSATION,
Continued
|
|
2015
|
|
2014
|
|
2013
|
Volatility
|
26.8%
|
|
29.3%
|
|
28.9%
|
Risk-free interest rate
|
1.06%
|
|
0.66%
|
|
0.35%
|
19.
|
EQUITY-BASED COMPENSATION,
Continued
|
|
Unvested Units
|
|
Average Grant Date Fair Value
|
|
Aggregate Fair Value of Units (in thousands)
|
|||||
Outstanding at December 31, 2012
|
43,960
|
|
|
$
|
21.91
|
|
|
|
||
Awards granted - 2013
|
49,104
|
|
|
$
|
34.41
|
|
|
|
||
Awards vested - 2013
|
(9,333
|
)
|
|
$
|
27.25
|
|
|
$
|
254
|
|
Awards forfeited - 2013
|
(783
|
)
|
|
$
|
34.40
|
|
|
|
||
Outstanding at December 31, 2013
|
82,948
|
|
|
$
|
28.59
|
|
|
|
||
Awards granted - 2014
|
46,536
|
|
|
$
|
41.35
|
|
|
|
||
Awards vested - 2014
|
(5,712
|
)
|
|
$
|
35.87
|
|
|
$
|
205
|
|
Awards forfeited - 2014
|
(21,432
|
)
|
|
$
|
29.82
|
|
|
|
||
Outstanding at December 31, 2014
|
102,340
|
|
|
$
|
33.79
|
|
|
|
||
Awards granted - 2015
|
36,527
|
|
|
$
|
39.03
|
|
|
|
||
Awards vested - 2015
|
(38,366
|
)
|
|
$
|
27.54
|
|
|
$
|
1,057
|
|
Awards forfeited - 2015
|
(310
|
)
|
|
$
|
42.80
|
|
|
|
||
Outstanding at December 31, 2015
|
100,191
|
|
|
$
|
38.70
|
|
|
|
20.
|
EMPLOYEE BENEFIT PLANS
|
20.
|
EMPLOYEE BENEFIT PLANS,
Continued
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Projected benefit obligation
|
$
|
23,865
|
|
|
$
|
29,266
|
|
Fair value of plan assets
|
22,204
|
|
|
26,368
|
|
||
Funded status:
|
$
|
(1,661
|
)
|
|
$
|
(2,898
|
)
|
|
Currency
Translation
|
|
Employee
Benefit
Plans
|
|
Total
|
||||||
Balance, December 31, 2012
|
$
|
1,855
|
|
|
$
|
(3,154
|
)
|
|
$
|
(1,299
|
)
|
Currency translation adjustment, net of income tax benefit of $3,993
|
(6,363
|
)
|
|
—
|
|
|
(6,363
|
)
|
|||
Changes related to benefit plans, net of income tax expense of $1,603
|
—
|
|
|
4,808
|
|
|
4,808
|
|
|||
Balance, December 31, 2013
|
(4,508
|
)
|
|
1,654
|
|
|
(2,854
|
)
|
|||
Currency translation adjustment, net of income tax benefit of $11,102
|
(20,551
|
)
|
|
—
|
|
|
(20,551
|
)
|
|||
Changes related to benefit plans, net of income tax benefit of $1,245
|
—
|
|
|
(3,736
|
)
|
|
(3,736
|
)
|
|||
Balance, December 31, 2014
|
(25,059
|
)
|
|
(2,082
|
)
|
|
(27,141
|
)
|
|||
Currency translation adjustment, net of income tax benefit of $19,593
|
(32,142
|
)
|
|
—
|
|
|
(32,142
|
)
|
|||
Changes related to benefit plans, net of income tax expense of $240
|
—
|
|
|
721
|
|
|
721
|
|
|||
Balance, December 31, 2015
|
$
|
(57,201
|
)
|
|
$
|
(1,361
|
)
|
|
$
|
(58,562
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Decrease (increase) in restricted cash
|
$
|
6,764
|
|
|
$
|
(2,045
|
)
|
|
$
|
29,467
|
|
Decrease (increase) in accounts receivable
|
9,051
|
|
|
(32,602
|
)
|
|
11,172
|
|
|||
Decrease (increase) in receivable from affiliates
|
10,905
|
|
|
50,454
|
|
|
(61,095
|
)
|
|||
Decrease (increase) in inventories
|
(31,043
|
)
|
|
(6,243
|
)
|
|
(11,352
|
)
|
|||
Decrease (increase) in derivatives and margin deposits
|
(2,109
|
)
|
|
28
|
|
|
1,012
|
|
|||
Decrease (increase) in other current assets
|
(413
|
)
|
|
(614
|
)
|
|
9,361
|
|
|||
Decrease (increase) in other assets
|
4,015
|
|
|
2
|
|
|
137
|
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
2,513
|
|
|
11,461
|
|
|
31,030
|
|
|||
Increase (decrease) in payable to affiliates
|
(8,427
|
)
|
|
(48,819
|
)
|
|
62,279
|
|
|||
Increase (decrease) in payables to pre-petition creditors
|
(3,837
|
)
|
|
(54
|
)
|
|
(29,609
|
)
|
|||
Increase (decrease) in other noncurrent liabilities
|
(2,625
|
)
|
|
5,067
|
|
|
(2,541
|
)
|
|||
|
$
|
(15,206
|
)
|
|
$
|
(23,365
|
)
|
|
$
|
39,861
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
Total revenues
|
$
|
298,310
|
|
|
$
|
377,226
|
|
|
$
|
397,065
|
|
|
$
|
382,493
|
|
|
$
|
1,455,094
|
|
Loss (gain) on disposal or impairment, net
|
1,058
|
|
|
1,372
|
|
|
(951
|
)
|
|
9,993
|
|
|
11,472
|
|
|||||
Other operating costs and expenses
|
301,206
|
|
|
352,549
|
|
|
376,973
|
|
|
371,512
|
|
|
1,402,240
|
|
|||||
Total expenses
|
302,264
|
|
|
353,921
|
|
|
376,022
|
|
|
381,505
|
|
|
1,413,712
|
|
|||||
Earnings from equity method investments
|
20,559
|
|
|
23,903
|
|
|
16,237
|
|
|
20,687
|
|
|
81,386
|
|
|||||
Gain on issuance of common units by equity method investee
|
—
|
|
|
5,897
|
|
|
136
|
|
|
352
|
|
|
6,385
|
|
|||||
Operating income
|
16,605
|
|
|
53,105
|
|
|
37,416
|
|
|
22,027
|
|
|
129,153
|
|
|||||
Other expenses, net
|
6,087
|
|
|
9,809
|
|
|
17,829
|
|
|
19,082
|
|
|
52,807
|
|
|||||
Income from continuing operations before income taxes
|
10,518
|
|
|
43,296
|
|
|
19,587
|
|
|
2,945
|
|
|
76,346
|
|
|||||
Income tax expense
|
4,742
|
|
|
14,861
|
|
|
10,006
|
|
|
3,921
|
|
|
33,530
|
|
|||||
Income from continuing operations
|
5,776
|
|
|
28,435
|
|
|
9,581
|
|
|
(976
|
)
|
|
42,816
|
|
|||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|||||
Net income
|
5,776
|
|
|
28,433
|
|
|
9,580
|
|
|
(977
|
)
|
|
42,812
|
|
|||||
Less: net income (loss) attributable to noncontrolling interests
|
4,310
|
|
|
5,136
|
|
|
4,707
|
|
|
(1,661
|
)
|
|
12,492
|
|
|||||
Net income attributable to SemGroup
|
$
|
1,466
|
|
|
$
|
23,297
|
|
|
$
|
4,873
|
|
|
$
|
684
|
|
|
$
|
30,320
|
|
Earnings per share—basic
|
$
|
0.03
|
|
|
$
|
0.53
|
|
|
$
|
0.11
|
|
|
$
|
0.02
|
|
|
$
|
0.69
|
|
Earnings per share—diluted
|
$
|
0.03
|
|
|
$
|
0.53
|
|
|
$
|
0.11
|
|
|
$
|
0.02
|
|
|
$
|
0.69
|
|
23.
|
QUARTERLY FINANCIAL DATA (UNAUDITED),
Continued
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
Total revenues
|
$
|
498,883
|
|
|
$
|
482,224
|
|
|
$
|
594,235
|
|
|
$
|
547,237
|
|
|
$
|
2,122,579
|
|
Loss (gain) on disposal or impairment, net
|
(58
|
)
|
|
19,315
|
|
|
1,376
|
|
|
11,959
|
|
|
32,592
|
|
|||||
Other operating costs and expenses
|
478,264
|
|
|
471,863
|
|
|
575,936
|
|
|
530,150
|
|
|
2,056,213
|
|
|||||
Total expenses
|
478,206
|
|
|
491,178
|
|
|
577,312
|
|
|
542,109
|
|
|
2,088,805
|
|
|||||
Earnings from equity method investments
|
14,962
|
|
|
19,187
|
|
|
14,223
|
|
|
15,827
|
|
|
64,199
|
|
|||||
Gain on issuance of common units by equity method investee
|
8,127
|
|
|
—
|
|
|
18,772
|
|
|
2,121
|
|
|
29,020
|
|
|||||
Operating income
|
43,766
|
|
|
10,233
|
|
|
49,918
|
|
|
23,076
|
|
|
126,993
|
|
|||||
Other expenses (income), net
|
7,497
|
|
|
29,489
|
|
|
(6,368
|
)
|
|
(2,196
|
)
|
|
28,422
|
|
|||||
Income (loss) from continuing operations before income taxes
|
36,269
|
|
|
(19,256
|
)
|
|
56,286
|
|
|
25,272
|
|
|
98,571
|
|
|||||
Income tax expense (benefit)
|
16,526
|
|
|
(6,672
|
)
|
|
24,090
|
|
|
12,569
|
|
|
46,513
|
|
|||||
Income (loss) from continuing operations
|
19,743
|
|
|
(12,584
|
)
|
|
32,196
|
|
|
12,703
|
|
|
52,058
|
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(1
|
)
|
|||||
Net income (loss)
|
19,738
|
|
|
(12,584
|
)
|
|
32,196
|
|
|
12,707
|
|
|
52,057
|
|
|||||
Less: net income attributable to noncontrolling interests
|
6,150
|
|
|
5,025
|
|
|
6,934
|
|
|
4,633
|
|
|
22,817
|
|
|||||
Net income (loss) attributable to SemGroup
|
$
|
13,588
|
|
|
$
|
(17,609
|
)
|
|
$
|
25,262
|
|
|
$
|
8,074
|
|
|
$
|
29,240
|
|
Earnings (loss) per share—basic
|
$
|
0.32
|
|
|
$
|
(0.41
|
)
|
|
$
|
0.59
|
|
|
$
|
0.19
|
|
|
$
|
0.69
|
|
Earnings (loss) per share—diluted
|
$
|
0.29
|
|
|
$
|
(0.41
|
)
|
|
$
|
0.59
|
|
|
$
|
0.18
|
|
|
$
|
0.68
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
157,732
|
|
|
$
|
456,987
|
|
|
$
|
796,440
|
|
Purchases
|
$
|
138,095
|
|
|
$
|
437,015
|
|
|
$
|
669,450
|
|
Reimbursements from NGL Energy for services
|
$
|
56
|
|
|
$
|
168
|
|
|
$
|
198
|
|
24.
|
RELATED PARTY TRANSACTIONS,
Continued
|
25.
|
CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS
|
|
|
December 31, 2015
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
4,559
|
|
|
$
|
—
|
|
|
$
|
55,101
|
|
|
$
|
(1,564
|
)
|
|
$
|
58,096
|
|
Restricted cash
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||
Accounts receivable
|
|
640
|
|
|
20,015
|
|
|
306,058
|
|
|
—
|
|
|
326,713
|
|
|||||
Receivable from affiliates
|
|
1,616
|
|
|
1,119
|
|
|
6,141
|
|
|
(2,962
|
)
|
|
5,914
|
|
|||||
Inventories
|
|
—
|
|
|
(48
|
)
|
|
70,287
|
|
|
—
|
|
|
70,239
|
|
|||||
Other current assets
|
|
8,477
|
|
|
359
|
|
|
10,551
|
|
|
—
|
|
|
19,387
|
|
|||||
Total current assets
|
|
15,292
|
|
|
21,445
|
|
|
448,170
|
|
|
(4,526
|
)
|
|
480,381
|
|
|||||
Property, plant and equipment
|
|
4,335
|
|
|
536,628
|
|
|
1,025,858
|
|
|
—
|
|
|
1,566,821
|
|
|||||
Equity method investments
|
|
1,546,853
|
|
|
426,801
|
|
|
438,291
|
|
|
(1,860,867
|
)
|
|
551,078
|
|
|||||
Goodwill
|
|
—
|
|
|
13,052
|
|
|
34,980
|
|
|
—
|
|
|
48,032
|
|
|||||
Other intangible assets
|
|
20
|
|
|
144,183
|
|
|
18,020
|
|
|
—
|
|
|
162,223
|
|
|||||
Other noncurrent assets, net
|
|
43,898
|
|
|
881
|
|
|
17,376
|
|
|
—
|
|
|
62,155
|
|
|||||
Total assets
|
|
$
|
1,610,398
|
|
|
$
|
1,142,990
|
|
|
$
|
1,982,695
|
|
|
$
|
(1,865,393
|
)
|
|
$
|
2,870,690
|
|
LIABILITIES AND OWNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accounts payable
|
|
$
|
734
|
|
|
$
|
11,221
|
|
|
$
|
261,711
|
|
|
$
|
—
|
|
|
$
|
273,666
|
|
Payable to affiliates
|
|
78
|
|
|
155
|
|
|
7,762
|
|
|
(2,962
|
)
|
|
5,033
|
|
|||||
Accrued liabilities
|
|
5,551
|
|
|
10,957
|
|
|
68,534
|
|
|
5
|
|
|
85,047
|
|
|||||
Deferred revenue
|
|
—
|
|
|
—
|
|
|
11,349
|
|
|
—
|
|
|
11,349
|
|
|||||
Other current liabilities
|
|
569
|
|
|
—
|
|
|
1,332
|
|
|
—
|
|
|
1,901
|
|
|||||
Current portion of long-term debt
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|||||
Total current liabilities
|
|
6,932
|
|
|
22,333
|
|
|
350,719
|
|
|
(2,957
|
)
|
|
377,027
|
|
|||||
Long-term debt
|
|
330,000
|
|
|
7,340
|
|
|
761,097
|
|
|
(23,840
|
)
|
|
1,074,597
|
|
|||||
Deferred income taxes
|
|
155,411
|
|
|
—
|
|
|
45,542
|
|
|
—
|
|
|
200,953
|
|
|||||
Other noncurrent liabilities
|
|
2,528
|
|
|
—
|
|
|
19,229
|
|
|
—
|
|
|
21,757
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
|
|
1,115,527
|
|
|
1,113,317
|
|
|
725,279
|
|
|
(1,838,596
|
)
|
|
1,115,527
|
|
|||||
Noncontrolling interests in consolidated subsidiaries
|
|
—
|
|
|
—
|
|
|
80,829
|
|
|
—
|
|
|
80,829
|
|
|||||
Total owners’ equity
|
|
1,115,527
|
|
|
1,113,317
|
|
|
806,108
|
|
|
(1,838,596
|
)
|
|
1,196,356
|
|
|||||
Total liabilities and owners’ equity
|
|
$
|
1,610,398
|
|
|
$
|
1,142,990
|
|
|
$
|
1,982,695
|
|
|
$
|
(1,865,393
|
)
|
|
$
|
2,870,690
|
|
|
|
December 31, 2014
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
9,254
|
|
|
$
|
—
|
|
|
$
|
35,445
|
|
|
$
|
(4,101
|
)
|
|
$
|
40,598
|
|
Restricted cash
|
|
3,856
|
|
|
—
|
|
|
3,124
|
|
|
—
|
|
|
6,980
|
|
|||||
Accounts receivable
|
|
9,669
|
|
|
32,056
|
|
|
309,609
|
|
|
—
|
|
|
351,334
|
|
|||||
Receivable from affiliates
|
|
2,512
|
|
|
6,624
|
|
|
15,659
|
|
|
(7,976
|
)
|
|
16,819
|
|
|||||
Inventories
|
|
—
|
|
|
248
|
|
|
43,284
|
|
|
—
|
|
|
43,532
|
|
|||||
Other current assets
|
|
10,498
|
|
|
575
|
|
|
8,944
|
|
|
—
|
|
|
20,017
|
|
|||||
Total current assets
|
|
35,789
|
|
|
39,503
|
|
|
416,065
|
|
|
(12,077
|
)
|
|
479,280
|
|
|||||
Property, plant and equipment
|
|
4,112
|
|
|
452,352
|
|
|
800,361
|
|
|
—
|
|
|
1,256,825
|
|
|||||
Equity method investments
|
|
1,551,825
|
|
|
348,115
|
|
|
415,673
|
|
|
(1,737,693
|
)
|
|
577,920
|
|
|||||
Goodwill
|
|
—
|
|
|
13,052
|
|
|
45,274
|
|
|
—
|
|
|
58,326
|
|
|||||
Other intangible assets
|
|
26
|
|
|
152,383
|
|
|
20,656
|
|
|
—
|
|
|
173,065
|
|
|||||
Other noncurrent assets, net
|
|
24,555
|
|
|
958
|
|
|
18,873
|
|
|
—
|
|
|
44,386
|
|
|||||
Total assets
|
|
$
|
1,616,307
|
|
|
$
|
1,006,363
|
|
|
$
|
1,716,902
|
|
|
$
|
(1,749,770
|
)
|
|
$
|
2,589,802
|
|
LIABILITIES AND OWNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
649
|
|
|
$
|
22,097
|
|
|
$
|
234,431
|
|
|
$
|
—
|
|
|
$
|
257,177
|
|
Payable to affiliates
|
|
21
|
|
|
7
|
|
|
21,406
|
|
|
(7,974
|
)
|
|
13,460
|
|
|||||
Accrued liabilities
|
|
11,993
|
|
|
17,575
|
|
|
63,126
|
|
|
—
|
|
|
92,694
|
|
|||||
Payables to pre-petition creditors
|
|
3,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,129
|
|
|||||
Deferred revenue
|
|
—
|
|
|
—
|
|
|
23,688
|
|
|
—
|
|
|
23,688
|
|
|||||
Other current liabilities
|
|
224
|
|
|
707
|
|
|
543
|
|
|
—
|
|
|
1,474
|
|
|||||
Current portion of long-term debt
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|||||
Total current liabilities
|
|
16,016
|
|
|
40,386
|
|
|
343,234
|
|
|
(7,974
|
)
|
|
391,662
|
|
|||||
Long-term debt
|
|
335,000
|
|
|
—
|
|
|
490,946
|
|
|
(58,854
|
)
|
|
767,092
|
|
|||||
Deferred income taxes
|
|
112,897
|
|
|
—
|
|
|
49,059
|
|
|
—
|
|
|
161,956
|
|
|||||
Other noncurrent liabilities
|
|
2,886
|
|
|
—
|
|
|
46,769
|
|
|
—
|
|
|
49,655
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
|
|
1,149,508
|
|
|
965,977
|
|
|
716,965
|
|
|
(1,682,942
|
)
|
|
1,149,508
|
|
|||||
Noncontrolling interests in consolidated subsidiaries
|
|
—
|
|
|
—
|
|
|
69,929
|
|
|
—
|
|
|
69,929
|
|
|||||
Total owners’ equity
|
|
1,149,508
|
|
|
965,977
|
|
|
786,894
|
|
|
(1,682,942
|
)
|
|
1,219,437
|
|
|||||
Total liabilities and owners’ equity
|
|
$
|
1,616,307
|
|
|
$
|
1,006,363
|
|
|
$
|
1,716,902
|
|
|
$
|
(1,749,770
|
)
|
|
$
|
2,589,802
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
|
$
|
—
|
|
|
$
|
190,900
|
|
|
$
|
948,576
|
|
|
$
|
(20,590
|
)
|
|
$
|
1,118,886
|
|
Service
|
|
—
|
|
|
58,690
|
|
|
200,852
|
|
|
—
|
|
|
259,542
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
76,666
|
|
|
—
|
|
|
76,666
|
|
|||||
Total revenues
|
|
—
|
|
|
249,590
|
|
|
1,226,094
|
|
|
(20,590
|
)
|
|
1,455,094
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
|
—
|
|
|
142,576
|
|
|
857,563
|
|
|
(20,590
|
)
|
|
979,549
|
|
|||||
Operating
|
|
—
|
|
|
34,407
|
|
|
190,036
|
|
|
—
|
|
|
224,443
|
|
|||||
General and administrative
|
|
29,914
|
|
|
9,935
|
|
|
57,517
|
|
|
—
|
|
|
97,366
|
|
|||||
Depreciation and amortization
|
|
1,522
|
|
|
31,395
|
|
|
67,965
|
|
|
—
|
|
|
100,882
|
|
|||||
Loss on disposal or impairment, net
|
|
—
|
|
|
142
|
|
|
11,330
|
|
|
—
|
|
|
11,472
|
|
|||||
Total expenses
|
|
31,436
|
|
|
218,455
|
|
|
1,184,411
|
|
|
(20,590
|
)
|
|
1,413,712
|
|
|||||
Earnings from equity method investments
|
|
65,513
|
|
|
47,352
|
|
|
76,355
|
|
|
(107,834
|
)
|
|
81,386
|
|
|||||
Gain on issuance of common units by equity method investee
|
|
6,385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,385
|
|
|||||
Operating income
|
|
40,462
|
|
|
78,487
|
|
|
118,038
|
|
|
(107,834
|
)
|
|
129,153
|
|
|||||
Other expenses (income):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
2,230
|
|
|
26,476
|
|
|
42,926
|
|
|
(1,957
|
)
|
|
69,675
|
|
|||||
Foreign currency transaction gain
|
|
(5
|
)
|
|
—
|
|
|
(1,062
|
)
|
|
—
|
|
|
(1,067
|
)
|
|||||
Other income, net
|
|
(16,565
|
)
|
|
—
|
|
|
(1,193
|
)
|
|
1,957
|
|
|
(15,801
|
)
|
|||||
Total other expenses (income), net
|
|
(14,340
|
)
|
|
26,476
|
|
|
40,671
|
|
|
—
|
|
|
52,807
|
|
|||||
Income from continuing operations before income taxes
|
|
54,802
|
|
|
52,011
|
|
|
77,367
|
|
|
(107,834
|
)
|
|
76,346
|
|
|||||
Income tax expense
|
|
24,482
|
|
|
—
|
|
|
9,048
|
|
|
—
|
|
|
33,530
|
|
|||||
Income from continuing operations
|
|
30,320
|
|
|
52,011
|
|
|
68,319
|
|
|
(107,834
|
)
|
|
42,816
|
|
|||||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Net income
|
|
30,320
|
|
|
52,008
|
|
|
68,318
|
|
|
(107,834
|
)
|
|
42,812
|
|
|||||
Less: net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
12,492
|
|
|
—
|
|
|
12,492
|
|
|||||
Net income attributable to SemGroup
|
|
$
|
30,320
|
|
|
$
|
52,008
|
|
|
$
|
55,826
|
|
|
$
|
(107,834
|
)
|
|
$
|
30,320
|
|
Net income
|
|
$
|
30,320
|
|
|
$
|
52,008
|
|
|
$
|
68,318
|
|
|
$
|
(107,834
|
)
|
|
$
|
42,812
|
|
Other comprehensive income (loss), net of income taxes
|
|
17,420
|
|
|
430
|
|
|
(49,271
|
)
|
|
—
|
|
|
(31,421
|
)
|
|||||
Comprehensive income
|
|
47,740
|
|
|
52,438
|
|
|
19,047
|
|
|
(107,834
|
)
|
|
11,391
|
|
|||||
Less: comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
12,492
|
|
|
—
|
|
|
12,492
|
|
|||||
Comprehensive income (loss) attributable to SemGroup
|
|
$
|
47,740
|
|
|
$
|
52,438
|
|
|
$
|
6,555
|
|
|
$
|
(107,834
|
)
|
|
$
|
(1,101
|
)
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
|
$
|
—
|
|
|
$
|
338,621
|
|
|
$
|
1,479,543
|
|
|
$
|
(37,850
|
)
|
|
$
|
1,780,314
|
|
Service
|
|
—
|
|
|
37,139
|
|
|
196,100
|
|
|
—
|
|
|
233,239
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
109,026
|
|
|
—
|
|
|
109,026
|
|
|||||
Total revenues
|
|
—
|
|
|
375,760
|
|
|
1,784,669
|
|
|
(37,850
|
)
|
|
2,122,579
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
|
—
|
|
|
273,309
|
|
|
1,387,899
|
|
|
(37,850
|
)
|
|
1,623,358
|
|
|||||
Operating
|
|
—
|
|
|
32,132
|
|
|
214,481
|
|
|
—
|
|
|
246,613
|
|
|||||
General and administrative
|
|
22,394
|
|
|
9,328
|
|
|
56,123
|
|
|
—
|
|
|
87,845
|
|
|||||
Depreciation and amortization
|
|
1,678
|
|
|
25,714
|
|
|
71,005
|
|
|
—
|
|
|
98,397
|
|
|||||
Loss (gain) on disposal or impairment, net
|
|
5,945
|
|
|
54,698
|
|
|
(28,051
|
)
|
|
—
|
|
|
32,592
|
|
|||||
Total expenses
|
|
30,017
|
|
|
395,181
|
|
|
1,701,457
|
|
|
(37,850
|
)
|
|
2,088,805
|
|
|||||
Earnings from equity method investments
|
|
48,760
|
|
|
71,786
|
|
|
54,098
|
|
|
(110,445
|
)
|
|
64,199
|
|
|||||
Gain on issuance of common units by equity method investee
|
|
29,020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,020
|
|
|||||
Operating income
|
|
47,763
|
|
|
52,365
|
|
|
137,310
|
|
|
(110,445
|
)
|
|
126,993
|
|
|||||
Other expenses (income):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
8,423
|
|
|
9,265
|
|
|
34,661
|
|
|
(3,305
|
)
|
|
49,044
|
|
|||||
Foreign currency transaction gain
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
(86
|
)
|
|||||
Other expenses (income), net
|
|
(24,092
|
)
|
|
500
|
|
|
(249
|
)
|
|
3,305
|
|
|
(20,536
|
)
|
|||||
Total other expenses (income), net
|
|
(15,669
|
)
|
|
9,765
|
|
|
34,326
|
|
|
—
|
|
|
28,422
|
|
|||||
Income from continuing operations before income taxes
|
|
63,432
|
|
|
42,600
|
|
|
102,984
|
|
|
(110,445
|
)
|
|
98,571
|
|
|||||
Income tax expense
|
|
34,192
|
|
|
—
|
|
|
12,321
|
|
|
—
|
|
|
46,513
|
|
|||||
Income from continuing operations
|
|
29,240
|
|
|
42,600
|
|
|
90,663
|
|
|
(110,445
|
)
|
|
52,058
|
|
|||||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Net income
|
|
29,240
|
|
|
42,600
|
|
|
90,662
|
|
|
(110,445
|
)
|
|
52,057
|
|
|||||
Less: net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
22,817
|
|
|
—
|
|
|
22,817
|
|
|||||
Net income attributable to SemGroup
|
|
$
|
29,240
|
|
|
$
|
42,600
|
|
|
$
|
67,845
|
|
|
$
|
(110,445
|
)
|
|
$
|
29,240
|
|
Net income
|
|
$
|
29,240
|
|
|
$
|
42,600
|
|
|
$
|
90,662
|
|
|
$
|
(110,445
|
)
|
|
$
|
52,057
|
|
Other comprehensive income (loss), net of income taxes
|
|
5,159
|
|
|
—
|
|
|
(29,446
|
)
|
|
—
|
|
|
(24,287
|
)
|
|||||
Comprehensive income
|
|
34,399
|
|
|
42,600
|
|
|
61,216
|
|
|
(110,445
|
)
|
|
27,770
|
|
|||||
Less: comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
22,817
|
|
|
—
|
|
|
22,817
|
|
|||||
Comprehensive income attributable to SemGroup
|
|
$
|
34,399
|
|
|
$
|
42,600
|
|
|
$
|
38,399
|
|
|
$
|
(110,445
|
)
|
|
$
|
4,953
|
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
|
$
|
—
|
|
|
$
|
224,072
|
|
|
$
|
944,984
|
|
|
$
|
(23,952
|
)
|
|
$
|
1,145,104
|
|
Service
|
|
—
|
|
|
3,192
|
|
|
137,006
|
|
|
—
|
|
|
140,198
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
141,714
|
|
|
—
|
|
|
141,714
|
|
|||||
Total revenues
|
|
—
|
|
|
227,264
|
|
|
1,223,704
|
|
|
(23,952
|
)
|
|
1,427,016
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
|
—
|
|
|
166,735
|
|
|
877,317
|
|
|
(23,952
|
)
|
|
1,020,100
|
|
|||||
Operating
|
|
—
|
|
|
19,792
|
|
|
203,793
|
|
|
—
|
|
|
223,585
|
|
|||||
General and administrative
|
|
21,560
|
|
|
9,167
|
|
|
47,870
|
|
|
—
|
|
|
78,597
|
|
|||||
Depreciation and amortization
|
|
2,001
|
|
|
13,909
|
|
|
50,499
|
|
|
—
|
|
|
66,409
|
|
|||||
Loss (gain) on disposal or impairment, net
|
|
—
|
|
|
668
|
|
|
(907
|
)
|
|
—
|
|
|
(239
|
)
|
|||||
Total expenses
|
|
23,561
|
|
|
210,271
|
|
|
1,178,572
|
|
|
(23,952
|
)
|
|
1,388,452
|
|
|||||
Earnings from equity method investments
|
|
67,965
|
|
|
49,825
|
|
|
44,099
|
|
|
(109,412
|
)
|
|
52,477
|
|
|||||
Gain on issuance of common units by equity method investee
|
|
26,873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,873
|
|
|||||
Operating income
|
|
71,277
|
|
|
66,818
|
|
|
89,231
|
|
|
(109,412
|
)
|
|
117,914
|
|
|||||
Other expenses (income):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
4,826
|
|
|
9,700
|
|
|
16,028
|
|
|
(5,412
|
)
|
|
25,142
|
|
|||||
Foreign currency transaction gain
|
|
—
|
|
|
—
|
|
|
(1,633
|
)
|
|
—
|
|
|
(1,633
|
)
|
|||||
Other expense (income), net
|
|
40,928
|
|
|
—
|
|
|
(434
|
)
|
|
5,412
|
|
|
45,906
|
|
|||||
Total other expenses, net
|
|
45,754
|
|
|
9,700
|
|
|
13,961
|
|
|
—
|
|
|
69,415
|
|
|||||
Income from continuing operations before income taxes
|
|
25,523
|
|
|
57,118
|
|
|
75,270
|
|
|
(109,412
|
)
|
|
48,499
|
|
|||||
Income tax expense (benefit)
|
|
(22,579
|
)
|
|
—
|
|
|
5,325
|
|
|
—
|
|
|
(17,254
|
)
|
|||||
Income from continuing operations
|
|
48,102
|
|
|
57,118
|
|
|
69,945
|
|
|
(109,412
|
)
|
|
65,753
|
|
|||||
Income (loss) from discontinued operations, net of income taxes
|
|
—
|
|
|
65
|
|
|
(6
|
)
|
|
—
|
|
|
59
|
|
|||||
Net income
|
|
48,102
|
|
|
57,183
|
|
|
69,939
|
|
|
(109,412
|
)
|
|
65,812
|
|
|||||
Less: net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
17,710
|
|
|
—
|
|
|
17,710
|
|
|||||
Net income attributable to SemGroup
|
|
$
|
48,102
|
|
|
$
|
57,183
|
|
|
$
|
52,229
|
|
|
$
|
(109,412
|
)
|
|
$
|
48,102
|
|
Net income
|
|
$
|
48,102
|
|
|
$
|
57,183
|
|
|
$
|
69,939
|
|
|
$
|
(109,412
|
)
|
|
$
|
65,812
|
|
Other comprehensive loss, net of income taxes
|
|
(1,517
|
)
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(1,555
|
)
|
|||||
Comprehensive income
|
|
46,585
|
|
|
57,183
|
|
|
69,901
|
|
|
(109,412
|
)
|
|
64,257
|
|
|||||
Less: comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
17,710
|
|
|
—
|
|
|
17,710
|
|
|||||
Comprehensive income attributable to SemGroup
|
|
$
|
46,585
|
|
|
$
|
57,183
|
|
|
$
|
52,191
|
|
|
$
|
(109,412
|
)
|
|
$
|
46,547
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
|
$
|
37,259
|
|
|
$
|
39,786
|
|
|
$
|
141,899
|
|
|
$
|
(37,182
|
)
|
|
$
|
181,762
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
(1,740
|
)
|
|
(110,729
|
)
|
|
(367,061
|
)
|
|
—
|
|
|
(479,530
|
)
|
|||||
Proceeds from sale of long-lived assets
|
|
—
|
|
|
35
|
|
|
3,653
|
|
|
—
|
|
|
3,688
|
|
|||||
Contributions to equity method investments
|
|
—
|
|
|
—
|
|
|
(46,730
|
)
|
|
—
|
|
|
(46,730
|
)
|
|||||
Proceeds from sale of common units of equity method investee
|
|
56,318
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,318
|
|
|||||
Proceeds from the sale of Wattenberg Holding, LLC and Glass mountain Holding, LLC to Rose Rock Midstream L.P.
|
|
251,181
|
|
|
—
|
|
|
—
|
|
|
(251,181
|
)
|
|
—
|
|
|||||
Distributions in excess of equity in earnings of affiliates
|
|
35,340
|
|
|
—
|
|
|
24,113
|
|
|
(35,340
|
)
|
|
24,113
|
|
|||||
Net cash provided by (used in) investing activities
|
|
341,099
|
|
|
(110,694
|
)
|
|
(386,025
|
)
|
|
(286,521
|
)
|
|
(442,141
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt issuance costs
|
|
(601
|
)
|
|
—
|
|
|
(5,688
|
)
|
|
—
|
|
|
(6,289
|
)
|
|||||
Borrowings on credit facilities and issuance of senior unsecured notes
|
|
181,000
|
|
|
—
|
|
|
686,208
|
|
|
—
|
|
|
867,208
|
|
|||||
Principal payments on credit facilities and other obligations
|
|
(186,000
|
)
|
|
—
|
|
|
(374,049
|
)
|
|
—
|
|
|
(560,049
|
)
|
|||||
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
|
|
—
|
|
|
—
|
|
|
89,119
|
|
|
—
|
|
|
89,119
|
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(40,410
|
)
|
|
—
|
|
|
(40,410
|
)
|
|||||
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
|
|
(4,261
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,261
|
)
|
|||||
Dividends paid
|
|
(69,514
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,514
|
)
|
|||||
Proceeds from issuance of common stock under employee stock purchase plan
|
|
1,223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,223
|
|
|||||
Intercompany borrowings (advances), net
|
|
(304,900
|
)
|
|
70,908
|
|
|
(92,248
|
)
|
|
326,240
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(383,053
|
)
|
|
70,908
|
|
|
262,932
|
|
|
326,240
|
|
|
277,027
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
850
|
|
|
—
|
|
|
850
|
|
|||||
Change in cash and cash equivalents
|
|
(4,695
|
)
|
|
—
|
|
|
19,656
|
|
|
2,537
|
|
|
17,498
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
9,254
|
|
|
—
|
|
|
35,445
|
|
|
(4,101
|
)
|
|
40,598
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
4,559
|
|
|
$
|
—
|
|
|
$
|
55,101
|
|
|
$
|
(1,564
|
)
|
|
$
|
58,096
|
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
|
$
|
27,393
|
|
|
$
|
57,976
|
|
|
$
|
186,578
|
|
|
$
|
(90,289
|
)
|
|
$
|
181,658
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
(1,672
|
)
|
|
(155,392
|
)
|
|
(113,442
|
)
|
|
—
|
|
|
(270,506
|
)
|
|||||
Proceeds from sale of long-lived assets
|
|
—
|
|
|
2,368
|
|
|
2,077
|
|
|
—
|
|
|
4,445
|
|
|||||
Contributions to equity method investments
|
|
—
|
|
|
—
|
|
|
(71,131
|
)
|
|
—
|
|
|
(71,131
|
)
|
|||||
Payments to acquire businesses
|
|
—
|
|
|
(514
|
)
|
|
(43,994
|
)
|
|
—
|
|
|
(44,508
|
)
|
|||||
Proceeds from sale of common units of equity method investee
|
|
79,741
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79,741
|
|
|||||
Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream, L.P.
|
|
114,412
|
|
|
—
|
|
|
—
|
|
|
(114,412
|
)
|
|
—
|
|
|||||
Distributions in excess of equity in earnings of affiliates
|
|
1,843
|
|
|
—
|
|
|
11,734
|
|
|
(1,843
|
)
|
|
11,734
|
|
|||||
Net cash provided by (used in) investing activities
|
|
194,324
|
|
|
(153,538
|
)
|
|
(214,756
|
)
|
|
(116,255
|
)
|
|
(290,225
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt issuance costs
|
|
(93
|
)
|
|
—
|
|
|
(8,593
|
)
|
|
—
|
|
|
(8,686
|
)
|
|||||
Borrowings on debt
|
|
405,500
|
|
|
—
|
|
|
848,744
|
|
|
—
|
|
|
1,254,244
|
|
|||||
Principal payments on debt and other obligations
|
|
(440,500
|
)
|
|
—
|
|
|
(661,772
|
)
|
|
—
|
|
|
(1,102,272
|
)
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(28,494
|
)
|
|
—
|
|
|
(28,494
|
)
|
|||||
Proceeds from warrant exercises
|
|
1,451
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,451
|
|
|||||
Repurchase of common stock
|
|
(719
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(719
|
)
|
|||||
Dividends paid
|
|
(44,206
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44,206
|
)
|
|||||
Proceeds from issuance of common stock under employee stock purchase plan
|
|
340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
340
|
|
|||||
Excess tax benefit from equity-based awards
|
|
1,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,650
|
|
|||||
Intercompany borrowings (advances), net
|
|
(138,431
|
)
|
|
95,562
|
|
|
(161,110
|
)
|
|
203,979
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(215,008
|
)
|
|
95,562
|
|
|
(11,225
|
)
|
|
203,979
|
|
|
73,308
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
(3,494
|
)
|
|
—
|
|
|
(3,494
|
)
|
|||||
Change in cash and cash equivalents
|
|
6,709
|
|
|
—
|
|
|
(42,897
|
)
|
|
(2,565
|
)
|
|
(38,753
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
2,545
|
|
|
—
|
|
|
78,342
|
|
|
(1,536
|
)
|
|
79,351
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
9,254
|
|
|
$
|
—
|
|
|
$
|
35,445
|
|
|
$
|
(4,101
|
)
|
|
$
|
40,598
|
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
|
$
|
20,130
|
|
|
$
|
23,230
|
|
|
$
|
150,284
|
|
|
$
|
(20,235
|
)
|
|
$
|
173,409
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
(734
|
)
|
|
(96,909
|
)
|
|
(117,966
|
)
|
|
—
|
|
|
(215,609
|
)
|
|||||
Proceeds from sale of long-lived assets
|
|
23
|
|
|
19
|
|
|
1,237
|
|
|
—
|
|
|
1,279
|
|
|||||
Contributions to equity method investments
|
|
(18,775
|
)
|
|
—
|
|
|
(155,093
|
)
|
|
—
|
|
|
(173,868
|
)
|
|||||
Payments to acquire businesses
|
|
—
|
|
|
(313,487
|
)
|
|
(48,969
|
)
|
|
—
|
|
|
(362,456
|
)
|
|||||
Proceeds from the sale of SemStream assets
|
|
362,600
|
|
|
—
|
|
|
—
|
|
|
(362,600
|
)
|
|
—
|
|
|||||
Distributions in excess of equity in earnings of affiliates
|
|
—
|
|
|
—
|
|
|
12,246
|
|
|
—
|
|
|
12,246
|
|
|||||
Net cash provided by (used in) investing activities
|
|
343,114
|
|
|
(410,377
|
)
|
|
(308,545
|
)
|
|
(362,600
|
)
|
|
(738,408
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt issuance costs
|
|
(10,866
|
)
|
|
—
|
|
|
(4,070
|
)
|
|
—
|
|
|
(14,936
|
)
|
|||||
Borrowings on credit facilities
|
|
706,000
|
|
|
—
|
|
|
562,474
|
|
|
—
|
|
|
1,268,474
|
|
|||||
Principal payments on credit facilities and other obligations
|
|
(537,500
|
)
|
|
—
|
|
|
(321,912
|
)
|
|
—
|
|
|
(859,412
|
)
|
|||||
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
|
|
—
|
|
|
—
|
|
|
210,226
|
|
|
—
|
|
|
210,226
|
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(17,647
|
)
|
|
—
|
|
|
(17,647
|
)
|
|||||
Proceeds from warrant exercises
|
|
225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|||||
Repurchase of common stock
|
|
(371
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(371
|
)
|
|||||
Dividends paid
|
|
(25,429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,429
|
)
|
|||||
Intercompany borrowings (advances), net
|
|
(511,881
|
)
|
|
387,147
|
|
|
(259,503
|
)
|
|
384,237
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(379,822
|
)
|
|
387,147
|
|
|
169,568
|
|
|
384,237
|
|
|
561,130
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
3,191
|
|
|
—
|
|
|
3,191
|
|
|||||
Change in cash and cash equivalents
|
|
(16,578
|
)
|
|
—
|
|
|
14,498
|
|
|
1,402
|
|
|
(678
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
19,123
|
|
|
—
|
|
|
63,844
|
|
|
(2,938
|
)
|
|
80,029
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
2,545
|
|
|
$
|
—
|
|
|
$
|
78,342
|
|
|
$
|
(1,536
|
)
|
|
$
|
79,351
|
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Fourth Amended Joint Plan of Affiliated Debtors filed with the United States Bankruptcy Court for the District of Delaware on October 27, 2009 (filed as Exhibit 2.1 to our registration statement on Form 10, File No. 001-34736 (the “Form 10”)).
|
2.2
|
|
Contribution Agreement dated August 31, 2011, among SemStream, L.P., a wholly-owned subsidiary of SemGroup Corporation, NGL Supply Terminal Company LLC, NGL Energy Partners LP and NGL Energy Holdings LLC (filed as Exhibit 2.1 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
|
2.3
|
|
Second Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC (filed as Exhibit 2.2 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
|
2.4
|
|
First Amended and Restated Registration Rights Agreement dated October 3, 2011, among NGL Energy Partners LP, Hicks Oil & Hicksgas, Incorporated, NGL Holdings, Inc., Krim2010, LLC, Infrastructure Capital Management, LLC, Atkinson Investors, LLC, Stanley A. Bugh, Robert R. Foster, Brian K. Pauling, Stanley D. Perry, Stephen D. Tuttle, Craig S. Jones, Daniel Post, Mark McGinty, Sharra Straight, David Eastin, AO Energy, Inc., E. Osterman, Inc., E. Osterman Gas Service, Inc., E. Osterman Propane, Inc., Milford Propane, Inc., Osterman Propane, Inc., Propane Gas, Inc., and Saveway Propane Gas Service, Inc. (filed as Exhibit 2.3 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
|
2.5
|
|
Amendment No. 1 and Joinder to First Amended and Restated Registration Rights Agreement dated November 1, 2011, between NGL Energy Holdings LLC and SemStream, L.P. (filed as Exhibit 2.4 to our current report on Form 8-K dated November 1, 2011, filed November 4, 2011).
|
2.6
|
|
Contribution Agreement, dated as of June 23, 2014, by and among SemGroup Corporation, Rose Rock Midstream Holdings, LLC, Rose Rock Midstream GP, LLC, Rose Rock Midstream, L.P. and Rose Rock Midstream Operating, LLC (filed as Exhibit 2.1 to our current report on Form 8-K dated June 23, 2014, filed June 23, 2014).
|
2.7
|
|
Amended and Restated Contribution Agreement dated as of February 13, 2015, by and among SemGroup Corporation, Rose Rock Midstream Holdings, LLC, SemDevelopment, L.L.C., Rose Rock Midstream GP, LLC, Rose Rock Midstream, L.P. and Rose Rock Midstream Operating, LLC (filed as Exhibit 2.1 to Rose Rock Midstream, L.P.'s current report on Form 8-K/A dated February 13, 2015, filed March 25, 2015).
|
3.1
|
|
Amended and Restated Certificate of Incorporation, dated as of November 30, 2009, of SemGroup Corporation (filed as Exhibit 3.1 to the Form 10).
|
3.2
|
|
Amended and Restated Bylaws, dated as of October 28, 2011, of SemGroup Corporation (filed as Exhibit 3.1 to our current report on Form 8-K dated October 28, 2011, filed October 28, 2011).
|
4.1
|
|
Form of stock certificate for our Class A Common Stock, par value $0.01 per share (filed as Exhibit 4.1 to the Form 10).
|
4.2
|
|
Form of stock certificate for our Class B Common Stock, par value $0.01 per share (filed as Exhibit 4.2 to the Form 10).
|
4.3
|
|
Indenture (and form of 7.50% Senior Note due 2021 attached at Exhibit A thereto), dated as of June 14, 2013, by and among SemGroup Corporation, certain of its wholly-owned subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to our current report on Form 8-K dated June 14, 2013, filed June 20, 2013).
|
4.4
|
|
Indenture (and form of 5.625% Senior Note due 2022 attached at Exhibit A thereto), dated as of July 2, 2014, by and among Rose Rock Midstream, L.P., Rose Rock Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to Rose Rock Midstream, L.P.'s current report on Form 8-K dated June 27, 2014, filed July 2, 2014).
|
Exhibit
Number
|
|
Description
|
4.5
|
|
Indenture (and form of 5.625% Senior Note due 2023 attached as Exhibit A, thereto), dated as of May 14, 2015, by and among Rose Rock Midstream, L.P., Rose Rock Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as Trustee (filed as Exhibit 4.1 to Rose Rock Midstream, L.P.'s current report on Form 8-K dated May 14, 2015, filed May 18, 2015).
|
10.1
|
|
Credit Agreement (the “Credit Facility”) dated as of June 17, 2011, among SemGroup Corporation, as borrower, the lenders parties thereto from time to time, and The Royal Bank of Scotland PLC, as Administrative Agent and Collateral Agent (filed as Exhibit 10 to our current report on Form 8-K dated June 17, 2011, filed June 21, 2011).
|
10.2
|
|
Second Amendment to the Credit Facility, dated as of September 19, 2011 (filed as Exhibit 10 to our current report on Form 8-K dated September 19, 2011, filed September 23, 2011).
|
10.3
|
|
Fifth Amendment to the Credit Facility, dated as of September 26, 2012 (filed as Exhibit 10.1 to our quarterly report on Form 10-Q for the quarter ended September 30, 2012, filed November 9, 2012).
|
10.4
|
|
Sixth Amendment to the Credit Facility, dated as of April 22, 2013 (filed as Exhibit 10.1 to our current report on Form 8-K dated April 22, 2013, filed April 24, 2013).
|
10.5
|
|
Seventh Amendment to the Credit Facility, dated as of December 11, 2013 (filed as Exhibit 10.1 to our current report on Form 8-K dated December 10, 2013, filed December 16, 2013).
|
10.6
|
|
Ninth Amendment to the Credit Facility, dated as of March 26, 2015 (filed as Exhibit 10.1 to our current report on Form 8-K dated March 26, 2015, filed April 1, 2015).
|
10.7*
|
|
SemGroup Corporation Board of Directors Compensation Plan, effective June 1, 2014 (filed as Exhibit 10.1 to our quarterly report on Form 10-Q for the quarter ended June 30, 2014, filed August 8, 2014).
|
10.8*
|
|
SemGroup Corporation Board of Directors Compensation Plan, effective June 1, 2015 (filed as Exhibit 10.1 to our current report on Form 10-Q for the quarter ended June 30, 2015, filed August 7, 2015).
|
10.9*
|
|
SemGroup Corporation Nonexecutive Directors’ Compensation Deferral Program (filed as Exhibit 10.7 to the Form 10).
|
10.10*
|
|
SemGroup Corporation Equity Incentive Plan (filed as Exhibit 10.8 to the Form 10).
|
10.11*
|
|
Form of 2012 Performance Share Unit Award Agreement under the SemGroup Corporation Equity Incentive Plan for executive officers (filed as Exhibit 10.20 to our annual report on Form 10-K for the fiscal year ended December 31, 2011, filed February 29, 2012 (the "2011 Form 10-K")).
|
10.12*
|
|
Form of Restricted Stock Award Agreement under the SemGroup Corporation Equity Incentive Plan for executive officers and employees in the United States for awards granted on or after January 1, 2012 (filed as Exhibit 10.21 to the 2011 Form 10-K).
|
10.13*
|
|
SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for Directors for awards granted on or after May 22, 2012 (filed as Exhibit 10.31 to our Amendment No. 1 to our annual report on Form 10-K for the fiscal year ended December 31, 2012, filed March 1, 2013).
|
10.14*
|
|
SemGroup Corporation Equity Incentive Plan Form of Restricted Stock Award Agreement for executive officers and employees in the United States for awards granted on or after March 1, 2013 (filed as Exhibit 10.33 to our annual report on Form 10-K for the fiscal year ended December 31, 2012, filed March 1, 2013 (the "2012 Form 10-K")).
|
10.15*
|
|
SemGroup Corporation Equity Incentive Plan Form of 2013-2015 Performance Share Unit Award Agreement for executive officers (filed as Exhibit 10.34 to our 2012 Form 10-K).
|
10.16*
|
|
SemGroup Corporation Equity Incentive Plan Form of Performance Share Unit Award Agreement for executive officers and employees in the United States for awards granted on or after March 1, 2016.
|
10.17*
|
|
Employment Agreement dated as of March 6, 2014, by and among SemManagement, L.L.C., SemGroup Corporation, Rose Rock Midstream GP, LLC and Carlin G. Conner (filed as Exhibit 10.2 to our current report on Form 8-K dated March 6, 2014, filed March 12, 2014).
|
Exhibit
Number
|
|
Description
|
10.18*
|
|
Form of Severance Agreement between SemGroup Corporation and each of its executive officers other than Carlin G. Conner (filed as Exhibit 10.13 to the Form 10).
|
10.19*
|
|
Form of Amendment to Severance Agreement between SemGroup Corporation and certain of its executive officers (filed as Exhibit 10.14 to the 2011 Form 10-K).
|
10.20*
|
|
Form of Second Amendment to Severance Agreement between SemGroup Corporation and certain of its executive officers (filed as Exhibit 10.3 to our current report on Form 8-K dated December 10, 2013, filed December 16, 2013).
|
10.21*
|
|
SemGroup Corporation Short-Term Incentive Program (filed as Exhibit 10.1 to our current report on Form 8-K dated February 24, 2011, filed March 2, 2011).
|
10.22*
|
|
SemGroup Employee Stock Purchase Plan (filed as Appendix A to our definitive proxy statement, filed April 19, 2013).
|
10.23
|
|
Credit Agreement dated November 10, 2011, among Rose Rock Midstream, L.P., as borrower, The Royal Bank of Scotland plc, as administrative agent and collateral agent, the other agents party thereto and the lenders and issuing banks party thereto (filed as Exhibit 10.1 to Rose Rock Midstream, L.P.'s registration statement on Form S-1, File No. 333-176260).
|
10.24
|
|
First Amendment dated as of September 26, 2012, to the Credit Agreement among Rose Rock Midstream, L.P., certain subsidiaries of Rose Rock Midstream, L.P. as guarantors, the lenders party thereto and The Royal Bank of Scotland plc, as administrative agent and collateral agent for the lenders (filed as Exhibit 10.2 to our quarterly report on Form 10-Q for the quarter ended September 30, 2012, filed November 9, 2012).
|
10.25
|
|
Second Amendment to the Credit Agreement and First Amendment to the Guarantee and Collateral Agreement, dated as of September 20, 2013, by and among Rose Rock Midstream, L.P., certain subsidiaries of Rose Rock Midstream, L.P., as guarantors, the lenders party thereto and The Royal Bank of Scotland plc, as administrative agent and collateral agent for the lenders (filed as Exhibit 10.1 to our current report on Form 8-K dated September 20, 2013, filed September 26, 2013).
|
10.26
|
|
Third Amendment to the Credit Agreement, dated as of December 10, 2013, by and among Rose Rock Midstream, L.P., certain subsidiaries of Rose Rock Midstream, L.P., as guarantors, the lenders party thereto and The Royal Bank of Scotland plc, as administrative agent and collateral agent (filed as Exhibit 10.2 to our current report on Form 8-K dated December 10, 2013, filed December 16, 2013).
|
10.27
|
|
Second Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream, L.P. (filed as Exhibit 3.1 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated December 14, 2011, filed December 20, 2011).
|
10.28
|
|
Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream, L.P. (filed as Exhibit 3.1 to Rose Rock Midstream, L.P.'s current report on Form 8-K dated January 8, 2013, filed January 14, 2013).
|
10.29
|
|
Amendment No. 2, dated as of December 16, 2013, to the Second Amended and Restated Agreement of Limited Partnership of Rose Rock Midstream, L.P. (filed as Exhibit 3.1 to Rose Rock Midstream, L.P.'s current report on Form 8-K dated December 10, 2013, filed December 16, 2013).
|
10.30
|
|
First Amended and Restated Limited Liability Company Agreement of Rose Rock Midstream GP, LLC (filed as Exhibit 3.2 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated December 14, 2011, filed December 20, 2011).
|
10.31*
|
|
Rose Rock Midstream Equity Incentive Plan (filed as Exhibit 10.1 to Rose Rock Midstream, L.P.’s current report on Form 8-K dated December 8, 2011, filed December 14, 2011).
|
10.32*
|
|
Form of Restricted Unit Award Agreement (Employees) under the Rose Rock Midstream Equity Incentive Plan (filed as Exhibit 10.3.1 to Rose Rock Midstream, L.P.’s annual report on Form 10-K for the fiscal year ended December 31, 2011, filed February 29, 2012).
|
Exhibit
Number
|
|
Description
|
10.33*
|
|
Form of Restricted Unit Award Agreement (Employees) under the Rose Rock Midstream Equity Incentive Plan for awards granted on or after March 1, 2013 (filed as Exhibit 10.35 to our 2012 Form 10-K).
|
21
|
|
Subsidiaries of SemGroup Corporation.
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm - BDO USA, LLP.
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm - BDO USA, LLP.
|
31.1
|
|
Rule 13a – 14(a)/15d – 14(a) Certification of Carlin G. Conner, Chief Executive Officer.
|
31.2
|
|
Rule 13a – 14(a)/15d – 14(a) Certification of Robert N. Fitzgerald, Chief Financial Officer.
|
32.1
|
|
Section 1350 Certification of Carlin G. Conner, Chief Executive Officer.
|
32.2
|
|
Section 1350 Certification of Robert N. Fitzgerald, Chief Financial Officer.
|
99.1
|
|
White Cliffs Pipeline, L.L.C. financial statements presented pursuant to Rule 3-09 of Regulation S-X.
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at December 31, 2015 and 2014, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013, (iii) the Consolidated Statements of Changes in Owners’ Equity for the years ended December 31, 2015, 2014 and 2013, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013, and (v) the Notes to Consolidated Financial Statements.
|
*
|
Management contract or compensatory plan or arrangement
|
(b)
|
Involuntary Termination; Change of Control
.
|
TSR Performance Goal
|
Rank of Company TSR Achievement Level Relative to Peer Group
|
Percentage of Target Award Vesting
|
Threshold Goal
|
Not less than the 25th
percentile
|
50%
|
Target Goal
|
Not less than the 50th percentile
|
100%
|
Maximum Goal
|
Not less than the 75th percentile
|
200%
|
Entity
|
|
Place of
Incorporation/Organization
|
SemGroup Holdings G.P., L.L.C.
|
|
Delaware
|
SemGroup Holdings, L.P.
|
|
Delaware
|
SemOperating G.P., L.L.C.
|
|
Oklahoma
|
SemCap, L.L.C.
|
|
Oklahoma
|
SemGroup Asia, L.L.C.
|
|
Delaware
|
SemManagement, L.L.C.
|
|
Delaware
|
SemStream, L.P.
|
|
Delaware
|
SemGroup Subsidiary Holding, L.L.C.
|
|
Delaware
|
Alpine Holding, LLC
|
|
Oklahoma
|
Rose Rock Midstream Holdings, LLC
|
|
Delaware
|
Rose Rock Midstream Corporation
|
|
Delaware
|
Rose Rock Midstream GP, LLC
|
|
Delaware
|
Rose Rock Midstream, L.P.
|
|
Delaware
|
Rose Rock Midstream Operating, LLC
|
|
Delaware
|
Rose Rock Midstream Energy GP, LLC
|
|
Delaware
|
Rose Rock Finance Corporation
|
|
Delaware
|
Rose Rock Midstream Field Services, LLC
|
|
Delaware
|
Rose Rock Midstream Crude, L.P.
|
|
Delaware
|
SemCrude Pipeline, L.L.C.
|
|
Delaware
|
Wattenberg Holding, LLC
|
|
Oklahoma
|
Eaglwing, L.P.
|
|
Oklahoma
|
SemDevelopment, L.L.C.
|
|
Delaware
|
Rocky Cliffs Pipeline, L.L.C.
|
|
Delaware
|
Glass Mountain Holding, LLC
|
|
Oklahoma
|
SemFuel, L.P.
|
|
Texas
|
SemFuel Transport, LLC
|
|
Wisconsin
|
SemProducts, L.L.C.
|
|
Oklahoma
|
SemGas, L.P.
|
|
Oklahoma
|
SemKan, L.L.C.
|
|
Oklahoma
|
SemGas Gathering, L.L.C.
|
|
Oklahoma
|
SemGas Storage, L.L.C.
|
|
Oklahoma
|
Greyhawk Gas Storage Company, L.L.C.
|
|
Delaware
|
Steuben Development Company, LLC
|
|
Delaware
|
Grayson Pipeline, L.L.C.
|
|
Oklahoma
|
Mid-America Midstream Gas Services, L.L.C.
|
|
Oklahoma
|
SemCanada, L.P.
|
|
Oklahoma
|
SemCanada Crude Company
|
|
Nova Scotia
|
SemCanada II, L.P.
|
|
Oklahoma
|
SemCAMS ULC
|
|
Nova Scotia
|
SemCAMS Redwillow ULC
|
|
Nova Scotia
|
SemGreen, L.P.
|
|
Delaware
|
SemBio, L.L.C.
|
|
Delaware
|
SemMaterials, L.P.
|
|
Oklahoma
|
New Century Transportation LLC
|
|
Delaware
|
K.C. Asphalt, L.L.C.
|
|
Colorado
|
SemTrucking, L.P.
|
|
Oklahoma
|
SemMaterials Vietnam, L.L.C.
|
|
Oklahoma
|
SemMexico, L.L.C.
|
|
Oklahoma
|
SemMexico Materials HC S. de R.L. de C.V.
|
|
Mexico
|
SemMaterials HC Mexico S. de R.L. de C.V.
|
|
Mexico
|
SemMaterials Mexico S. de R.L. de C.V.
|
|
Mexico
|
SemMaterials SC Mexico S. de R.L. de C.V.
|
|
Mexico
|
SemGroup Europe Holding L.L.C.
|
|
Delaware
|
SemEuro Limited
|
|
United Kingdom
|
SemLogistics Milford Haven Limited
|
|
United Kingdom
|
SemGroup Netherland B.V.
|
|
The Netherlands
|
1.
|
I have reviewed this annual report on Form 10-K of SemGroup Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Carlin G. Conner
|
Carlin G. Conner
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of SemGroup Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Robert N. Fitzgerald
|
Robert N. Fitzgerald
|
Senior Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Carlin G. Conner
|
Carlin G. Conner
|
President and Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Robert N. Fitzgerald
|
Robert N. Fitzgerald
|
Senior Vice President and
|
Chief Financial Officer
|
|
|
|
|
|
Page
|
White Cliffs Pipeline, L.L.C.
|
|
|
Independent Auditor's Report
|
|
2
|
Balance Sheets as of December 31, 2015 and 2014
|
|
3
|
Statements of Operations for the years ended December 31, 2015, 2014 and 2013
|
|
4
|
Statements of Changes in Members’ Equity for the years ended December 31, 2015, 2014 and 2013
|
|
5
|
Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
|
6
|
Notes to the Financial Statements
|
|
7
|
|
|
December 31,
2015
|
|
December 31,
2014
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
24,423
|
|
|
$
|
14,908
|
|
Accounts receivable
|
|
25,289
|
|
|
16,614
|
|
||
Receivable from affiliate
|
|
914
|
|
|
1,160
|
|
||
Inventories
|
|
2,545
|
|
|
2,237
|
|
||
Other current assets
|
|
920
|
|
|
704
|
|
||
Total current assets
|
|
54,091
|
|
|
35,623
|
|
||
Property, plant and equipment, net
|
|
509,068
|
|
|
471,179
|
|
||
Goodwill
|
|
17,000
|
|
|
17,000
|
|
||
Other intangible assets (net of accumulated amortization of $42,026 and $37,957 at December 31, 2015 and 2014, respectively)
|
|
11,974
|
|
|
16,043
|
|
||
Total assets
|
|
$
|
592,133
|
|
|
$
|
539,845
|
|
LIABILITIES AND MEMBERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
634
|
|
|
$
|
212
|
|
Payable to affiliate
|
|
173
|
|
|
161
|
|
||
Accrued liabilities
|
|
8,684
|
|
|
10,735
|
|
||
Total current liabilities
|
|
9,491
|
|
|
11,108
|
|
||
Commitments and contingencies (Note 5)
|
|
|
|
|
||||
Members’ equity (240,610 units at December 31, 2015 and 2014)
|
|
582,642
|
|
|
528,737
|
|
||
Total liabilities and members’ equity
|
|
$
|
592,133
|
|
|
$
|
539,845
|
|
|
|
Year
Ended
December
31, 2015
|
|
Year
Ended December 31, 2014 |
|
Year
Ended December 31, 2013 |
||||||
Revenues
|
|
$
|
206,395
|
|
|
$
|
160,369
|
|
|
$
|
133,310
|
|
Expenses:
|
|
|
|
|
|
|
||||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
|
2,913
|
|
|
3,636
|
|
|
6,023
|
|
|||
Operating
|
|
28,835
|
|
|
17,480
|
|
|
15,541
|
|
|||
General and administrative
|
|
1,535
|
|
|
1,951
|
|
|
2,248
|
|
|||
Depreciation and amortization
|
|
34,105
|
|
|
23,257
|
|
|
18,668
|
|
|||
Total expenses
|
|
67,388
|
|
|
46,324
|
|
|
42,480
|
|
|||
Operating income
|
|
139,007
|
|
|
114,045
|
|
|
90,830
|
|
|||
Other expenses, net
|
|
7
|
|
|
—
|
|
|
13
|
|
|||
Net income
|
|
$
|
139,000
|
|
|
$
|
114,045
|
|
|
$
|
90,817
|
|
|
Members’
Equity
|
||
Balance at December 31, 2012
|
$
|
272,175
|
|
Net income
|
90,817
|
|
|
Distributions to members
|
(112,894
|
)
|
|
Contributions from members
|
189,344
|
|
|
Balance at December 31, 2013
|
439,442
|
|
|
Net income
|
114,045
|
|
|
Distributions to members
|
(130,917
|
)
|
|
Contributions from members
|
106,167
|
|
|
Balance at December 31, 2014
|
528,737
|
|
|
Net income
|
139,000
|
|
|
Distributions to members
|
(171,584
|
)
|
|
Contributions from members
|
86,489
|
|
|
Balance at December 31, 2015
|
$
|
582,642
|
|
|
|
Year
Ended
December 31,
2015
|
|
Year
Ended
December 31,
2014
|
|
Year
Ended December 31, 2013 |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
139,000
|
|
|
$
|
114,045
|
|
|
$
|
90,817
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
34,105
|
|
|
23,257
|
|
|
18,668
|
|
|||
Inventory valuation adjustment
|
|
640
|
|
|
1,889
|
|
|
—
|
|
|||
Loss on disposal of long-lived assets
|
|
60
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
|
(8,675
|
)
|
|
(5,143
|
)
|
|
(1,198
|
)
|
|||
Decrease (increase) in receivable from affiliate
|
|
246
|
|
|
(1,146
|
)
|
|
(14
|
)
|
|||
Decrease (increase) in inventories
|
|
(948
|
)
|
|
(2,811
|
)
|
|
2,136
|
|
|||
Decrease (increase) in other current assets
|
|
(223
|
)
|
|
(249
|
)
|
|
(96
|
)
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
|
5,229
|
|
|
(3,075
|
)
|
|
3,104
|
|
|||
Increase (decrease) in payable to affiliate
|
|
11
|
|
|
30
|
|
|
30
|
|
|||
Net cash provided by operating activities
|
|
169,445
|
|
|
126,797
|
|
|
113,447
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(74,835
|
)
|
|
(172,348
|
)
|
|
(112,120
|
)
|
|||
Net cash used in investing activities
|
|
(74,835
|
)
|
|
(172,348
|
)
|
|
(112,120
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Distributions to members
|
|
(171,584
|
)
|
|
(130,917
|
)
|
|
(112,894
|
)
|
|||
Contributions from members
|
|
86,489
|
|
|
106,167
|
|
|
189,344
|
|
|||
Net cash provided by (used in) financing activities
|
|
(85,095
|
)
|
|
(24,750
|
)
|
|
76,450
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
9,515
|
|
|
(70,301
|
)
|
|
77,777
|
|
|||
Cash and cash equivalents at beginning of period
|
|
14,908
|
|
|
85,209
|
|
|
7,432
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
24,423
|
|
|
$
|
14,908
|
|
|
$
|
85,209
|
|
Pipelines and related facilities
|
20 years
|
Storage and terminal facilities
|
10 –25 years
|
Other property and equipment
|
3 – 7 years
|
|
December 31,
2015
|
|
December 31,
2014
|
||||
Land
|
$
|
31,732
|
|
|
$
|
31,205
|
|
Pipelines and related facilities
|
519,248
|
|
|
496,713
|
|
||
Storage and terminal facilities
|
1,830
|
|
|
1,830
|
|
||
Other property and equipment
|
3,431
|
|
|
3,451
|
|
||
Construction-in-progress
|
54,632
|
|
|
9,749
|
|
||
Property, plant and equipment, gross
|
610,873
|
|
|
542,948
|
|
||
Accumulated depreciation
|
(101,805
|
)
|
|
(71,769
|
)
|
||
Property, plant and equipment, net
|
$
|
509,068
|
|
|
$
|
471,179
|
|
Balance, December 31, 2012
|
$
|
26,369
|
|
Amortization
|
(5,567
|
)
|
|
Balance, December 31, 2013
|
20,802
|
|
|
Amortization
|
(4,759
|
)
|
|
Balance, December 31, 2014
|
16,043
|
|
|
Amortization
|
(4,069
|
)
|
|
Balance, December 31, 2015
|
$
|
11,974
|
|
For the year ending:
|
|
||
December 31, 2016
|
$
|
3,478
|
|
December 31, 2017
|
2,972
|
|
|
December 31, 2018
|
2,541
|
|
|
December 31, 2019
|
1,133
|
|
|
December 31, 2020
|
748
|
|
|
Thereafter
|
1,102
|
|
|
Total estimated amortization expense
|
$
|
11,974
|
|
Years ending:
|
|
||
December 31, 2016
|
$
|
3,750
|
|
December 31, 2017
|
3,750
|
|
|
December 31, 2018
|
2,963
|
|
|
December 31, 2019
|
2,088
|
|
|
December 31, 2020
|
187
|
|
|
Thereafter
|
—
|
|
|
Total future minimum lease payments
|
$
|
12,738
|
|