x
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QUARTERLY 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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(IRS Employer
Identification Number)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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|
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Smaller reporting company
o
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Emerging growth company
o
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Class
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|
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Outstanding at April 30, 2017
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|||
Class A
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Common stock, $0.01 par
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66,253,391
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Shares
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Class B
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Common stock, $0.01 par
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|
—
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Shares
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PART I – FINANCIAL INFORMATION
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Item 1
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Item 2
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Item 3
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Item 4
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PART II – OTHER INFORMATION
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Item 1
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Item 1A
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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•
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The failure to realize the anticipated benefits of the transaction, consummated on September 30, 2016, pursuant to which we acquired all of the outstanding common units of our subsidiary, Rose Rock Midstream, L.P. (“Rose Rock”), not already owned by us;
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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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•
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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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•
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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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•
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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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•
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The loss of, or a material nonpayment or nonperformance by, any of our key customers;
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•
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The amount of cash distributions, capital requirements and performance of our investments and joint ventures;
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•
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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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•
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The impact of operational and developmental hazards and unforeseen interruptions;
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•
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Our ability to obtain new sources of supply of petroleum products;
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•
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Competition from other midstream energy companies;
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•
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Our ability to comply with the covenants contained in our credit agreement and the indentures governing our senior notes, including requirements under our credit agreement to maintain certain financial ratios;
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•
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Our ability to renew or replace expiring storage, transportation and related contracts;
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•
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The overall forward markets for crude oil, natural gas and natural gas liquids;
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•
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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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•
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Changes in currency exchange rates;
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•
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Weather and other natural phenomena, including climate conditions;
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•
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A cyber attack involving our information systems and related infrastructure, or that of our business associates;
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•
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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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•
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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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•
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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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•
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General economic, market and business conditions.
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(Unaudited)
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March 31,
2017 |
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December 31,
2016 |
||||
ASSETS
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||||
Current assets:
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||||
Cash and cash equivalents
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$
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65,856
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$
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74,216
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Accounts receivable (net of allowance of $2,561 and $2,322, respectively)
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477,046
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418,339
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Receivable from affiliates
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12,926
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25,455
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Inventories
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102,405
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99,234
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Other current assets
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14,537
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18,630
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Total current assets
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672,770
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635,874
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Property, plant and equipment (net of accumulated depreciation of $416,406 and $393,635, respectively)
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1,834,400
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1,762,072
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Equity method investments
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432,389
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434,289
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Goodwill
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34,644
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34,230
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Other intangible assets (net of accumulated amortization of $42,606 and $39,018, respectively)
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148,350
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150,978
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Other noncurrent assets
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54,173
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57,529
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Total assets
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$
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3,176,726
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$
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3,074,972
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LIABILITIES AND OWNERS’ EQUITY
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Current liabilities:
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Accounts payable
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$
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417,586
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$
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367,307
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Payable to affiliates
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17,086
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26,508
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Accrued liabilities
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87,368
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81,104
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Deferred revenue
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10,438
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10,571
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Other current liabilities
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3,317
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2,839
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Current portion of long-term debt
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27
|
|
|
26
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Total current liabilities
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535,822
|
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488,355
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Long-term debt, net
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1,140,637
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1,050,918
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Deferred income taxes
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59,921
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64,501
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Other noncurrent liabilities
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26,001
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25,233
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Commitments and contingencies (Note 8)
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SemGroup owners’ equity:
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Common stock, $0.01 par value (authorized - 100,000 shares; issued - 67,244 and 67,079 shares, respectively)
|
660
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|
659
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Additional paid-in capital
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1,533,232
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1,561,695
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Treasury stock, at cost (1,007 and 980 shares, respectively)
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(7,605
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)
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(6,558
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)
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Accumulated deficit
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(44,061
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)
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(35,917
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)
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Accumulated other comprehensive loss
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(67,881
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)
|
|
(73,914
|
)
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Total owners’ equity
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1,414,345
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1,445,965
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Total liabilities and owners’ equity
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$
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3,176,726
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$
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3,074,972
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Three Months Ended March 31,
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||||||
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2017
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|
2016
|
||||
Revenues:
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|
|
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Product
|
$
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373,361
|
|
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$
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236,896
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Service
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68,193
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|
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64,073
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Other
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14,546
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13,882
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Total revenues
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456,100
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314,851
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Expenses:
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Costs of products sold, exclusive of depreciation and amortization shown below
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348,998
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196,947
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Operating
|
52,083
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50,192
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General and administrative
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21,644
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21,060
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Depreciation and amortization
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24,599
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24,051
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Loss on disposal or impairment, net
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2,410
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|
13,307
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Total expenses
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449,734
|
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|
305,557
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Earnings from equity method investments
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17,091
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23,071
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Loss on issuance of common units by equity method investee
|
—
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(41
|
)
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Operating income
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23,457
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|
|
32,324
|
|
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Other expenses (income), net:
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||||
Interest expense
|
13,867
|
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|
17,577
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Loss on early extinguishment of debt
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19,922
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|
—
|
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Foreign currency transaction loss
|
—
|
|
|
1,469
|
|
||
Loss on sale or impairment of equity method investment
|
—
|
|
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39,764
|
|
||
Other income, net
|
(150
|
)
|
|
(188
|
)
|
||
Total other expenses, net
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33,639
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|
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58,622
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Loss from continuing operations before income taxes
|
(10,182
|
)
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(26,298
|
)
|
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Income tax expense (benefit)
|
95
|
|
|
(21,407
|
)
|
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Loss from continuing operations
|
(10,277
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)
|
|
(4,891
|
)
|
||
Loss from discontinued operations, net of income taxes
|
—
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|
|
(2
|
)
|
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Net loss
|
(10,277
|
)
|
|
(4,893
|
)
|
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Less: net income attributable to noncontrolling interests
|
—
|
|
|
9,020
|
|
||
Net loss attributable to SemGroup
|
$
|
(10,277
|
)
|
|
$
|
(13,913
|
)
|
Net loss
|
$
|
(10,277
|
)
|
|
$
|
(4,893
|
)
|
Other comprehensive income (loss), net of income taxes
|
6,033
|
|
|
(4,109
|
)
|
||
Comprehensive loss
|
(4,244
|
)
|
|
(9,002
|
)
|
||
Less: comprehensive income attributable to noncontrolling interests
|
—
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|
|
9,020
|
|
||
Comprehensive loss attributable to SemGroup
|
$
|
(4,244
|
)
|
|
$
|
(18,022
|
)
|
Net loss attributable to SemGroup per common share (Note 10):
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|
|
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||||
Basic
|
$
|
(0.16
|
)
|
|
$
|
(0.32
|
)
|
Diluted
|
$
|
(0.16
|
)
|
|
$
|
(0.32
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(10,277
|
)
|
|
$
|
(4,893
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
24,599
|
|
|
24,051
|
|
||
Loss on disposal or impairment, net
|
2,410
|
|
|
13,307
|
|
||
Earnings from equity method investments
|
(17,091
|
)
|
|
(23,071
|
)
|
||
Loss on issuance of common units by equity method investee
|
—
|
|
|
41
|
|
||
Loss on sale or impairment of equity method investment
|
—
|
|
|
39,764
|
|
||
Distributions from equity method investments
|
17,301
|
|
|
25,712
|
|
||
Amortization of debt issuance costs and discount
|
1,364
|
|
|
1,396
|
|
||
Loss on early extinguishment of debt
|
19,922
|
|
|
—
|
|
||
Deferred tax benefit
|
(634
|
)
|
|
(22,642
|
)
|
||
Non-cash equity compensation
|
2,757
|
|
|
2,874
|
|
||
Provision for uncollectible accounts receivable, net of recoveries
|
151
|
|
|
11
|
|
||
Currency loss
|
—
|
|
|
1,469
|
|
||
Inventory valuation adjustment
|
455
|
|
|
—
|
|
||
Changes in operating assets and liabilities (Note 11)
|
(12,948
|
)
|
|
(9,120
|
)
|
||
Net cash provided by operating activities
|
28,009
|
|
|
48,899
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(92,248
|
)
|
|
(74,879
|
)
|
||
Proceeds from sale of long-lived assets
|
15,500
|
|
|
40
|
|
||
Contributions to equity method investments
|
(2,490
|
)
|
|
(1,356
|
)
|
||
Distributions in excess of equity in earnings of affiliates
|
4,392
|
|
|
6,074
|
|
||
Net cash used in investing activities
|
(74,846
|
)
|
|
(70,121
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Debt issuance costs
|
(4,632
|
)
|
|
—
|
|
||
Borrowings on credit facilities and issuance of senior notes, net of discount
|
437,018
|
|
|
174,000
|
|
||
Principal payments on credit facilities and other obligations
|
(348,278
|
)
|
|
(110,011
|
)
|
||
Debt extinguishment costs
|
(16,293
|
)
|
|
—
|
|
||
Distributions to noncontrolling interests
|
—
|
|
|
(10,833
|
)
|
||
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
|
(1,047
|
)
|
|
(807
|
)
|
||
Dividends paid
|
(29,770
|
)
|
|
(19,887
|
)
|
||
Proceeds from issuance of common stock under employee stock purchase plan
|
231
|
|
|
269
|
|
||
Net cash provided by financing activities
|
37,229
|
|
|
32,731
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,248
|
|
|
2,884
|
|
||
Change in cash and cash equivalents
|
(8,360
|
)
|
|
14,393
|
|
||
Cash and cash equivalents at beginning of period
|
74,216
|
|
|
58,096
|
|
||
Cash and cash equivalents at end of period
|
$
|
65,856
|
|
|
$
|
72,489
|
|
1.
|
OVERVIEW
|
1.
|
OVERVIEW,
Continued
|
1.
|
OVERVIEW,
Continued
|
•
|
We have certain contractual arrangements where we retain commodities as consideration for processing of customer product. These arrangements could be impacted by the non-cash consideration guidance under ASU 2014-09. Currently revenue related to non-cash consideration is recognized when we sell the commodity. Under ASU 2014-09, we could recognize revenue when the commodity is received, rather than when it is sold.
|
•
|
In addition, certain contractual arrangements include "take-or-pay" provisions. The fixed fees to which we have an unconditional right under these contracts could be subject to certain recognition changes and additional disclosure under ASU 2014-09.
|
2.
|
EQUITY METHOD INVESTMENTS
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
White Cliffs Pipeline, L.L.C.
|
$
|
279,333
|
|
|
$
|
281,734
|
|
Glass Mountain Pipeline, LLC
|
134,120
|
|
|
133,622
|
|
||
NGL Energy Partners LP
|
18,936
|
|
|
18,933
|
|
||
Total equity method investments
|
$
|
432,389
|
|
|
$
|
434,289
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
White Cliffs Pipeline, L.L.C.
|
$
|
15,193
|
|
|
$
|
19,780
|
|
Glass Mountain Pipeline, LLC
|
1,895
|
|
|
1,059
|
|
||
NGL Energy Partners LP
|
3
|
|
|
2,232
|
|
||
Total earnings from equity method investments
|
$
|
17,091
|
|
|
$
|
23,071
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
White Cliffs Pipeline, L.L.C.
|
$
|
18,190
|
|
|
$
|
24,098
|
|
Glass Mountain Pipeline, LLC
|
3,503
|
|
|
2,815
|
|
||
NGL Energy Partners LP
|
—
|
|
|
4,873
|
|
||
Total cash distributions received from equity method investments
|
$
|
21,693
|
|
|
$
|
31,786
|
|
2.
|
EQUITY METHOD INVESTMENTS,
Continued
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenue
|
$
|
50,184
|
|
|
$
|
58,056
|
|
Cost of products sold, exclusive of depreciation and amortization shown below
|
$
|
4,113
|
|
|
$
|
250
|
|
Operating, general and administrative expenses
|
$
|
6,240
|
|
|
$
|
9,602
|
|
Depreciation and amortization expense
|
$
|
9,256
|
|
|
$
|
8,963
|
|
Net income
|
$
|
30,575
|
|
|
$
|
39,247
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenue
|
$
|
11,692
|
|
|
$
|
8,572
|
|
Cost of products sold, exclusive of depreciation and amortization shown below
|
$
|
1,898
|
|
|
$
|
565
|
|
Operating, general and administrative expenses
|
$
|
1,915
|
|
|
$
|
1,845
|
|
Depreciation and amortization expense
|
$
|
3,982
|
|
|
$
|
3,936
|
|
Net income
|
$
|
3,896
|
|
|
$
|
2,225
|
|
2.
|
EQUITY METHOD INVESTMENTS,
Continued
|
3.
|
SEGMENTS
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues:
|
|
|
|
||||
Crude Transportation
|
|
|
|
||||
External
|
$
|
13,979
|
|
|
$
|
17,196
|
|
Intersegment
|
6,554
|
|
|
7,213
|
|
||
Crude Facilities
|
|
|
|
||||
External
|
9,635
|
|
|
10,133
|
|
||
Intersegment
|
2,506
|
|
|
2,746
|
|
||
Crude Supply and Logistics
|
|
|
|
||||
External
|
297,471
|
|
|
176,622
|
|
||
SemGas
|
|
|
|
||||
External
|
57,752
|
|
|
43,520
|
|
||
Intersegment
|
3,911
|
|
|
2,746
|
|
||
SemCAMS
|
|
|
|
||||
External
|
36,798
|
|
|
30,866
|
|
||
SemLogistics
|
|
|
|
||||
External
|
7,528
|
|
|
6,380
|
|
||
SemMexico
|
|
|
|
||||
External
|
32,937
|
|
|
30,134
|
|
||
Corporate and Other
|
|
|
|
||||
External
|
—
|
|
|
—
|
|
||
Intersegment
|
(12,971
|
)
|
|
(12,705
|
)
|
||
Total Revenues
|
$
|
456,100
|
|
|
$
|
314,851
|
|
|
|
|
|
3.
|
SEGMENTS
, Continued
|
3.
|
SEGMENTS
, Continued
|
4.
|
INVENTORIES
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Crude oil
|
$
|
90,756
|
|
|
$
|
89,683
|
|
Asphalt and other
|
11,649
|
|
|
9,551
|
|
||
Total inventories
|
$
|
102,405
|
|
|
$
|
99,234
|
|
5.
|
FINANCIAL INSTRUMENTS
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
Derivatives subject to netting arrangements:
|
Level 1
|
|
Netting*
|
|
Total
|
|
Level 1
|
|
Netting*
|
|
Total
|
||||||||||||
Commodity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
63
|
|
|
$
|
(63
|
)
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
(68
|
)
|
|
$
|
—
|
|
Liabilities
|
$
|
1,418
|
|
|
$
|
(63
|
)
|
|
$
|
1,355
|
|
|
$
|
1,396
|
|
|
$
|
(68
|
)
|
|
$
|
1,328
|
|
5.
|
FINANCIAL INSTRUMENTS,
Continued
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Commodity contracts
|
$
|
—
|
|
|
$
|
1,355
|
|
|
$
|
—
|
|
|
$
|
1,328
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Commodity contracts
|
$
|
4,661
|
|
|
$
|
3,354
|
|
6.
|
INCOME TAXES
|
7.
|
LONG-TERM DEBT
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
7.50% senior unsecured notes due 2021
|
$
|
—
|
|
|
$
|
300,000
|
|
Unamortized debt issuance costs on 2021 notes
|
—
|
|
|
(3,708
|
)
|
||
7.50% senior unsecured notes due 2021, net
|
—
|
|
|
296,292
|
|
||
|
|
|
|
|
|
||
5.625% senior unsecured notes due 2022
|
400,000
|
|
|
400,000
|
|
||
Unamortized debt issuance costs on 2022 notes
|
(5,642
|
)
|
|
(5,909
|
)
|
||
5.625% senior unsecured notes due 2022, net
|
394,358
|
|
|
394,091
|
|
||
|
|
|
|
||||
5.625% senior unsecured notes due 2023
|
350,000
|
|
|
350,000
|
|
||
Unamortized discount on 2023 notes
|
(4,747
|
)
|
|
(4,894
|
)
|
||
Unamortized debt issuance costs on 2023 notes
|
(4,429
|
)
|
|
(4,596
|
)
|
||
5.625% senior unsecured notes due 2023, net
|
340,824
|
|
|
340,510
|
|
||
|
|
|
|
7.
|
LONG-TERM DEBT,
Continued
|
6.375% senior unsecured notes due 2025
|
325,000
|
|
|
—
|
|
||
Unamortized discount on 2025 notes
|
(4,963
|
)
|
|
—
|
|
||
Unamortized debt issuance costs on 2025 notes
|
(4,600
|
)
|
|
—
|
|
||
6.375% senior unsecured notes due 2025, net
|
315,437
|
|
|
—
|
|
||
|
|
|
|
||||
SemGroup corporate revolving credit facility
|
90,000
|
|
|
20,000
|
|
||
SemMexico revolving credit facility
|
—
|
|
|
—
|
|
||
Capital leases
|
45
|
|
|
51
|
|
||
Total long-term debt, net
|
1,140,664
|
|
|
1,050,944
|
|
||
Less: current portion of long-term debt
|
27
|
|
|
26
|
|
||
Noncurrent portion of long-term debt, net
|
$
|
1,140,637
|
|
|
$
|
1,050,918
|
|
7.
|
LONG-TERM DEBT,
Continued
|
Year
|
|
Percentage
|
2020
|
|
103.188%
|
2021
|
|
101.594%
|
2022 and thereafter
|
|
100.000%
|
7.
|
LONG-TERM DEBT,
Continued
|
8.
|
COMMITMENTS AND CONTINGENCIES
|
8.
|
COMMITMENTS AND CONTINGENCIES,
Continued
|
|
Volume
(Barrels)
|
|
Value
|
|||
Fixed price purchases
|
4,158
|
|
|
$
|
204,181
|
|
Fixed price sales
|
5,073
|
|
|
$
|
253,795
|
|
Floating price purchases
|
13,304
|
|
|
$
|
655,885
|
|
Floating price sales
|
18,365
|
|
|
$
|
855,639
|
|
8.
|
COMMITMENTS AND CONTINGENCIES,
Continued
|
For year ending:
|
|
||
December 31, 2017
|
$
|
8,995
|
|
December 31, 2018
|
10,060
|
|
|
December 31, 2019
|
9,121
|
|
|
December 31, 2020
|
8,451
|
|
|
December 31, 2021
|
6,841
|
|
|
Thereafter
|
9,099
|
|
|
Total expected future payments
|
$
|
52,567
|
|
9.
|
EQUITY
|
|
Common
Stock
|
Additional
Paid-in
Capital
|
Treasury
Stock
|
Accumulated
Deficit
|
Accumulated
Other
Comprehensive
Loss
|
Total
Owners’
Equity
|
||||||||||||
Balance at December 31, 2016
|
$
|
659
|
|
$
|
1,561,695
|
|
$
|
(6,558
|
)
|
$
|
(35,917
|
)
|
$
|
(73,914
|
)
|
$
|
1,445,965
|
|
Adoption of ASU 2016-09
|
—
|
|
(1,650
|
)
|
—
|
|
2,133
|
|
—
|
|
483
|
|
||||||
Net loss
|
—
|
|
—
|
|
—
|
|
(10,277
|
)
|
—
|
|
(10,277
|
)
|
||||||
Other comprehensive income, net of income taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
6,033
|
|
6,033
|
|
||||||
Dividends paid
|
—
|
|
(29,770
|
)
|
—
|
|
—
|
|
—
|
|
(29,770
|
)
|
||||||
Unvested dividend equivalent rights
|
—
|
|
(276
|
)
|
—
|
|
—
|
|
—
|
|
(276
|
)
|
||||||
Non-cash equity compensation
|
—
|
|
2,717
|
|
—
|
|
—
|
|
—
|
|
2,717
|
|
||||||
Issuance of common stock under compensation plans
|
1
|
|
516
|
|
—
|
|
—
|
|
—
|
|
517
|
|
||||||
Repurchase of common stock
|
—
|
|
—
|
|
(1,047
|
)
|
—
|
|
—
|
|
(1,047
|
)
|
||||||
Balance at March 31, 2017
|
$
|
660
|
|
$
|
1,533,232
|
|
$
|
(7,605
|
)
|
$
|
(44,061
|
)
|
$
|
(67,881
|
)
|
$
|
1,414,345
|
|
9.
|
EQUITY,
Continued
|
|
Currency
Translation
|
|
Employee
Benefit
Plans
|
|
Total
|
||||||
Balance at December 31, 2016
|
$
|
(71,425
|
)
|
|
$
|
(2,489
|
)
|
|
$
|
(73,914
|
)
|
Currency translation adjustment, net of income tax expense of $3,668
|
6,018
|
|
|
—
|
|
|
6,018
|
|
|||
Changes related to benefit plans, net of income tax expense of $6
|
—
|
|
|
15
|
|
|
15
|
|
|||
Balance at March 31, 2017
|
$
|
(65,407
|
)
|
|
$
|
(2,474
|
)
|
|
$
|
(67,881
|
)
|
Quarter Ending
|
|
Dividend Per Share
|
|
Date of Record
|
|
Date Paid
|
||
March 31, 2016
|
|
$
|
0.45
|
|
|
March 7, 2016
|
|
March 17, 2016
|
June 30, 2016
|
|
$
|
0.45
|
|
|
May 16, 2016
|
|
May 26, 2016
|
September 30, 2016
|
|
$
|
0.45
|
|
|
August 15, 2016
|
|
August 25, 2016
|
December 31, 2016
|
|
$
|
0.45
|
|
|
November 18, 2016
|
|
November 28, 2016
|
|
|
|
|
|
|
|
||
March 31, 2017
|
|
$
|
0.45
|
|
|
March 7, 2017
|
|
March 17, 2017
|
June 30, 2017
|
|
$
|
0.45
|
|
|
May 15, 2017
|
|
May 26, 2017
|
10.
|
EARNINGS PER SHARE
|
10.
|
EARNINGS PER SHARE,
Continued
|
|
Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||||
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Net
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Net
|
||||||||||||
Loss
|
$
|
(10,277
|
)
|
|
$
|
—
|
|
|
$
|
(10,277
|
)
|
|
$
|
(4,891
|
)
|
|
$
|
(2
|
)
|
|
$
|
(4,893
|
)
|
less: Income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
9,020
|
|
|
—
|
|
|
9,020
|
|
||||||
Loss attributable to SemGroup
|
$
|
(10,277
|
)
|
|
$
|
—
|
|
|
$
|
(10,277
|
)
|
|
$
|
(13,911
|
)
|
|
$
|
(2
|
)
|
|
$
|
(13,913
|
)
|
Weighted average common stock outstanding
|
65,692
|
|
|
65,692
|
|
|
65,692
|
|
|
43,870
|
|
|
43,870
|
|
|
43,870
|
|
||||||
Basic loss per share
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
|
$
|
(0.16
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
—
|
|
|
$
|
(0.32
|
)
|
|
|
Three Months Ended March 31, 2017
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||||
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Net
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Net
|
||||||||||||
Loss
|
$
|
(10,277
|
)
|
|
$
|
—
|
|
|
$
|
(10,277
|
)
|
|
$
|
(4,891
|
)
|
|
$
|
(2
|
)
|
|
$
|
(4,893
|
)
|
less: Income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
9,020
|
|
|
—
|
|
|
9,020
|
|
||||||
Loss attributable to SemGroup
|
$
|
(10,277
|
)
|
|
$
|
—
|
|
|
$
|
(10,277
|
)
|
|
$
|
(13,911
|
)
|
|
$
|
(2
|
)
|
|
$
|
(13,913
|
)
|
Weighted average common stock outstanding
|
65,692
|
|
|
65,692
|
|
|
65,692
|
|
|
43,870
|
|
|
43,870
|
|
|
43,870
|
|
||||||
Effect of dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Diluted weighted average common stock outstanding
|
65,692
|
|
|
65,692
|
|
|
65,692
|
|
|
43,870
|
|
|
43,870
|
|
|
43,870
|
|
||||||
Diluted loss per share
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
|
$
|
(0.16
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
—
|
|
|
$
|
(0.32
|
)
|
|
11.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
11.
|
SUPPLEMENTAL CASH FLOW INFORMATION,
Continued
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Decrease (increase) in restricted cash
|
$
|
28
|
|
|
$
|
32
|
|
Decrease (increase) in accounts receivable
|
(55,150
|
)
|
|
40,535
|
|
||
Decrease (increase) in receivable from affiliates
|
12,529
|
|
|
2,237
|
|
||
Decrease (increase) in inventories
|
(2,441
|
)
|
|
4,834
|
|
||
Decrease (increase) in derivatives and margin deposits
|
(194
|
)
|
|
(634
|
)
|
||
Decrease (increase) in other current assets
|
1,051
|
|
|
1,582
|
|
||
Decrease (increase) in other assets
|
(875
|
)
|
|
12
|
|
||
Increase (decrease) in accounts payable and accrued liabilities
|
40,485
|
|
|
(55,581
|
)
|
||
Increase (decrease) in payable to affiliates
|
(9,422
|
)
|
|
(1,626
|
)
|
||
Increase (decrease) in other noncurrent liabilities
|
1,041
|
|
|
(511
|
)
|
||
|
$
|
(12,948
|
)
|
|
$
|
(9,120
|
)
|
12.
|
RELATED PARTY TRANSACTIONS
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
NGL Energy
|
|
|
|
||||
Revenues
|
$
|
22,204
|
|
|
$
|
8,529
|
|
Purchases
|
$
|
15,584
|
|
|
$
|
6,830
|
|
|
|
|
|
||||
White Cliffs
|
|
|
|
||||
Crude oil revenues
|
$
|
436
|
|
|
$
|
—
|
|
Storage revenues
|
$
|
1,088
|
|
|
$
|
1,088
|
|
Transportation fees
|
$
|
2,655
|
|
|
$
|
2,526
|
|
Management fees
|
$
|
127
|
|
|
$
|
121
|
|
Crude oil purchases
|
$
|
4,003
|
|
|
$
|
—
|
|
|
|
|
|
||||
Glass Mountain
|
|
|
|
||||
Transportation fees
|
$
|
2,265
|
|
|
$
|
1,922
|
|
Management fees
|
$
|
204
|
|
|
$
|
198
|
|
Crude oil purchases
|
$
|
3,911
|
|
|
$
|
385
|
|
13.
|
CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS
|
13.
|
CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS
, Continued
|
|
|
March 31, 2017
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
8,214
|
|
|
$
|
—
|
|
|
$
|
62,087
|
|
|
$
|
(4,445
|
)
|
|
$
|
65,856
|
|
Accounts receivable, net
|
|
48
|
|
|
415,704
|
|
|
61,294
|
|
|
—
|
|
|
477,046
|
|
|||||
Receivable from affiliates
|
|
28
|
|
|
12,148
|
|
|
750
|
|
|
—
|
|
|
12,926
|
|
|||||
Inventories
|
|
—
|
|
|
90,564
|
|
|
11,841
|
|
|
—
|
|
|
102,405
|
|
|||||
Other current assets
|
|
5,299
|
|
|
5,452
|
|
|
3,786
|
|
|
—
|
|
|
14,537
|
|
|||||
Total current assets
|
|
13,589
|
|
|
523,868
|
|
|
139,758
|
|
|
(4,445
|
)
|
|
672,770
|
|
|||||
Property, plant and equipment, net
|
|
7,012
|
|
|
951,187
|
|
|
876,201
|
|
|
—
|
|
|
1,834,400
|
|
|||||
Equity method investments
|
|
2,518,858
|
|
|
1,005,151
|
|
|
—
|
|
|
(3,091,620
|
)
|
|
432,389
|
|
|||||
Goodwill
|
|
—
|
|
|
26,628
|
|
|
8,016
|
|
|
—
|
|
|
34,644
|
|
|||||
Other intangible assets, net
|
|
14
|
|
|
147,086
|
|
|
1,250
|
|
|
—
|
|
|
148,350
|
|
|||||
Other noncurrent assets
|
|
49,810
|
|
|
1,882
|
|
|
2,481
|
|
|
—
|
|
|
54,173
|
|
|||||
Total assets
|
|
$
|
2,589,283
|
|
|
$
|
2,655,802
|
|
|
$
|
1,027,706
|
|
|
$
|
(3,096,065
|
)
|
|
$
|
3,176,726
|
|
LIABILITIES AND OWNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
855
|
|
|
$
|
399,406
|
|
|
$
|
17,325
|
|
|
$
|
—
|
|
|
$
|
417,586
|
|
Payable to affiliates
|
|
—
|
|
|
17,086
|
|
|
—
|
|
|
—
|
|
|
17,086
|
|
|||||
Accrued liabilities
|
|
20,174
|
|
|
24,364
|
|
|
42,829
|
|
|
1
|
|
|
87,368
|
|
|||||
Other current liabilities
|
|
1,165
|
|
|
6,212
|
|
|
6,405
|
|
|
—
|
|
|
13,782
|
|
|||||
Total current liabilities
|
|
22,194
|
|
|
447,068
|
|
|
66,559
|
|
|
1
|
|
|
535,822
|
|
|||||
Long-term debt, net
|
|
1,140,619
|
|
|
6,210
|
|
|
16,500
|
|
|
(22,692
|
)
|
|
1,140,637
|
|
|||||
Deferred income taxes
|
|
9,752
|
|
|
—
|
|
|
50,169
|
|
|
—
|
|
|
59,921
|
|
|||||
Other noncurrent liabilities
|
|
2,373
|
|
|
—
|
|
|
23,628
|
|
|
—
|
|
|
26,001
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total owners’ equity
|
|
1,414,345
|
|
|
2,202,524
|
|
|
870,850
|
|
|
(3,073,374
|
)
|
|
1,414,345
|
|
|||||
Total liabilities and owners’ equity
|
|
$
|
2,589,283
|
|
|
$
|
2,655,802
|
|
|
$
|
1,027,706
|
|
|
$
|
(3,096,065
|
)
|
|
$
|
3,176,726
|
|
13.
|
CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS
, Continued
|
|
|
December 31, 2016
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
19,002
|
|
|
$
|
—
|
|
|
$
|
59,796
|
|
|
$
|
(4,582
|
)
|
|
$
|
74,216
|
|
Accounts receivable, net
|
|
—
|
|
|
361,160
|
|
|
57,179
|
|
|
—
|
|
|
418,339
|
|
|||||
Receivable from affiliates
|
|
27
|
|
|
25,244
|
|
|
184
|
|
|
—
|
|
|
25,455
|
|
|||||
Inventories
|
|
—
|
|
|
89,638
|
|
|
9,596
|
|
|
—
|
|
|
99,234
|
|
|||||
Other current assets
|
|
8,986
|
|
|
5,760
|
|
|
3,887
|
|
|
(3
|
)
|
|
18,630
|
|
|||||
Total current assets
|
|
28,015
|
|
|
481,802
|
|
|
130,642
|
|
|
(4,585
|
)
|
|
635,874
|
|
|||||
Property, plant and equipment, net
|
|
5,621
|
|
|
970,079
|
|
|
786,372
|
|
|
—
|
|
|
1,762,072
|
|
|||||
Equity method investments
|
|
2,454,118
|
|
|
940,696
|
|
|
—
|
|
|
(2,960,525
|
)
|
|
434,289
|
|
|||||
Goodwill
|
|
—
|
|
|
26,628
|
|
|
7,602
|
|
|
—
|
|
|
34,230
|
|
|||||
Other intangible assets, net
|
|
15
|
|
|
149,669
|
|
|
1,294
|
|
|
—
|
|
|
150,978
|
|
|||||
Other noncurrent assets
|
|
54,155
|
|
|
2,080
|
|
|
1,294
|
|
|
—
|
|
|
57,529
|
|
|||||
Total assets
|
|
$
|
2,541,924
|
|
|
$
|
2,570,954
|
|
|
$
|
927,204
|
|
|
$
|
(2,965,110
|
)
|
|
$
|
3,074,972
|
|
LIABILITIES AND OWNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
674
|
|
|
$
|
348,297
|
|
|
$
|
18,336
|
|
|
$
|
—
|
|
|
$
|
367,307
|
|
Payable to affiliates
|
|
—
|
|
|
26,508
|
|
|
—
|
|
|
—
|
|
|
26,508
|
|
|||||
Accrued liabilities
|
|
25,078
|
|
|
23,423
|
|
|
32,603
|
|
|
—
|
|
|
81,104
|
|
|||||
Other current liabilities
|
|
889
|
|
|
5,108
|
|
|
7,439
|
|
|
—
|
|
|
13,436
|
|
|||||
Total current liabilities
|
|
26,641
|
|
|
403,336
|
|
|
58,378
|
|
|
—
|
|
|
488,355
|
|
|||||
Long-term debt, net
|
|
1,050,893
|
|
|
6,142
|
|
|
16,500
|
|
|
(22,617
|
)
|
|
1,050,918
|
|
|||||
Deferred income taxes
|
|
16,119
|
|
|
—
|
|
|
48,382
|
|
|
—
|
|
|
64,501
|
|
|||||
Other noncurrent liabilities
|
|
2,306
|
|
|
—
|
|
|
22,927
|
|
|
—
|
|
|
25,233
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total owners’ equity
|
|
1,445,965
|
|
|
2,161,476
|
|
|
781,017
|
|
|
(2,942,493
|
)
|
|
1,445,965
|
|
|||||
Total liabilities and owners’ equity
|
|
$
|
2,541,924
|
|
|
$
|
2,570,954
|
|
|
$
|
927,204
|
|
|
$
|
(2,965,110
|
)
|
|
$
|
3,074,972
|
|
13.
|
CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS
, Continued
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
$
|
—
|
|
|
$
|
340,788
|
|
|
$
|
32,573
|
|
|
$
|
—
|
|
|
$
|
373,361
|
|
Service
|
—
|
|
|
38,050
|
|
|
30,143
|
|
|
—
|
|
|
68,193
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
14,546
|
|
|
—
|
|
|
14,546
|
|
|||||
Total revenues
|
—
|
|
|
378,838
|
|
|
77,262
|
|
|
—
|
|
|
456,100
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
—
|
|
|
321,657
|
|
|
27,341
|
|
|
—
|
|
|
348,998
|
|
|||||
Operating
|
—
|
|
|
28,120
|
|
|
23,963
|
|
|
—
|
|
|
52,083
|
|
|||||
General and administrative
|
5,930
|
|
|
6,930
|
|
|
8,784
|
|
|
—
|
|
|
21,644
|
|
|||||
Depreciation and amortization
|
473
|
|
|
16,830
|
|
|
7,296
|
|
|
—
|
|
|
24,599
|
|
|||||
Loss on disposal or impairment of long-lived assets, net
|
—
|
|
|
1,982
|
|
|
428
|
|
|
—
|
|
|
2,410
|
|
|||||
Total expenses
|
6,403
|
|
|
375,519
|
|
|
67,812
|
|
|
—
|
|
|
449,734
|
|
|||||
Earnings from equity method investments
|
19,187
|
|
|
18,566
|
|
|
—
|
|
|
(20,662
|
)
|
|
17,091
|
|
|||||
Operating income
|
12,784
|
|
|
21,885
|
|
|
9,450
|
|
|
(20,662
|
)
|
|
23,457
|
|
|||||
Other expenses (income), net:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (income)
|
5,866
|
|
|
8,820
|
|
|
(626
|
)
|
|
(193
|
)
|
|
13,867
|
|
|||||
Loss on early extinguishment of debt
|
19,922
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,922
|
|
|||||
Other income, net
|
(197
|
)
|
|
(2
|
)
|
|
(144
|
)
|
|
193
|
|
|
(150
|
)
|
|||||
Total other expense (income), net
|
25,591
|
|
|
8,818
|
|
|
(770
|
)
|
|
—
|
|
|
33,639
|
|
|||||
Income (loss) from continuing operations before income taxes
|
(12,807
|
)
|
|
13,067
|
|
|
10,220
|
|
|
(20,662
|
)
|
|
(10,182
|
)
|
|||||
Income tax expense (benefit)
|
(2,530
|
)
|
|
—
|
|
|
2,625
|
|
|
—
|
|
|
95
|
|
|||||
Net income (loss)
|
$
|
(10,277
|
)
|
|
$
|
13,067
|
|
|
$
|
7,595
|
|
|
$
|
(20,662
|
)
|
|
$
|
(10,277
|
)
|
Net income (loss)
|
$
|
(10,277
|
)
|
|
$
|
13,067
|
|
|
$
|
7,595
|
|
|
$
|
(20,662
|
)
|
|
$
|
(10,277
|
)
|
Other comprehensive income (loss), net of income taxes
|
(3,581
|
)
|
|
(74
|
)
|
|
9,688
|
|
|
—
|
|
|
6,033
|
|
|||||
Comprehensive income (loss)
|
$
|
(13,858
|
)
|
|
$
|
12,993
|
|
|
$
|
17,283
|
|
|
$
|
(20,662
|
)
|
|
$
|
(4,244
|
)
|
13.
|
CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS
, Continued
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Product
|
$
|
—
|
|
|
$
|
207,274
|
|
|
$
|
29,622
|
|
|
$
|
—
|
|
|
$
|
236,896
|
|
Service
|
—
|
|
|
50,156
|
|
|
13,917
|
|
|
—
|
|
|
64,073
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
13,882
|
|
|
—
|
|
|
13,882
|
|
|||||
Total revenues
|
—
|
|
|
257,430
|
|
|
57,421
|
|
|
—
|
|
|
314,851
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
—
|
|
|
183,213
|
|
|
13,734
|
|
|
—
|
|
|
196,947
|
|
|||||
Operating
|
—
|
|
|
29,100
|
|
|
21,092
|
|
|
—
|
|
|
50,192
|
|
|||||
General and administrative
|
5,872
|
|
|
7,148
|
|
|
8,040
|
|
|
—
|
|
|
21,060
|
|
|||||
Depreciation and amortization
|
380
|
|
|
16,771
|
|
|
6,900
|
|
|
—
|
|
|
24,051
|
|
|||||
Loss (gain) on disposal or impairment of long-lived assets, net
|
—
|
|
|
13,346
|
|
|
(39
|
)
|
|
—
|
|
|
13,307
|
|
|||||
Total expenses
|
6,252
|
|
|
249,578
|
|
|
49,727
|
|
|
—
|
|
|
305,557
|
|
|||||
Earnings from equity method investments
|
7,106
|
|
|
21,028
|
|
|
—
|
|
|
(5,063
|
)
|
|
23,071
|
|
|||||
Gain on issuance of common units by equity method investee
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|||||
Operating income
|
813
|
|
|
28,880
|
|
|
7,694
|
|
|
(5,063
|
)
|
|
32,324
|
|
|||||
Other expenses (income), net:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (income)
|
(1,416
|
)
|
|
20,440
|
|
|
(1,210
|
)
|
|
(237
|
)
|
|
17,577
|
|
|||||
Foreign currency transaction loss
|
—
|
|
|
—
|
|
|
1,469
|
|
|
—
|
|
|
1,469
|
|
|||||
Loss on sale of equity method investment
|
39,764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,764
|
|
|||||
Other income, net
|
(237
|
)
|
|
—
|
|
|
(188
|
)
|
|
237
|
|
|
(188
|
)
|
|||||
Total other expenses, net
|
38,111
|
|
|
20,440
|
|
|
71
|
|
|
—
|
|
|
58,622
|
|
|||||
Income (loss) from continuing operations before income taxes
|
(37,298
|
)
|
|
8,440
|
|
|
7,623
|
|
|
(5,063
|
)
|
|
(26,298
|
)
|
|||||
Income tax expense (benefit)
|
(23,385
|
)
|
|
—
|
|
|
1,978
|
|
|
—
|
|
|
(21,407
|
)
|
|||||
Income (loss) from continuing operations
|
(13,913
|
)
|
|
8,440
|
|
|
5,645
|
|
|
(5,063
|
)
|
|
(4,891
|
)
|
|||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Net income (loss)
|
(13,913
|
)
|
|
8,438
|
|
|
5,645
|
|
|
(5,063
|
)
|
|
(4,893
|
)
|
|||||
Less: net income attributable to noncontrolling interests
|
—
|
|
|
9,020
|
|
|
—
|
|
|
—
|
|
|
9,020
|
|
|||||
Net income (loss) attributable to SemGroup
|
$
|
(13,913
|
)
|
|
$
|
(582
|
)
|
|
$
|
5,645
|
|
|
$
|
(5,063
|
)
|
|
$
|
(13,913
|
)
|
Net income (loss)
|
$
|
(13,913
|
)
|
|
$
|
8,438
|
|
|
$
|
5,645
|
|
|
$
|
(5,063
|
)
|
|
$
|
(4,893
|
)
|
Other comprehensive income (loss), net of income taxes
|
(20,466
|
)
|
|
216
|
|
|
16,141
|
|
|
—
|
|
|
(4,109
|
)
|
|||||
Comprehensive income (loss)
|
(34,379
|
)
|
|
8,654
|
|
|
21,786
|
|
|
(5,063
|
)
|
|
(9,002
|
)
|
|||||
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
9,020
|
|
|
—
|
|
|
—
|
|
|
9,020
|
|
|||||
Comprehensive income (loss) attributable to SemGroup
|
$
|
(34,379
|
)
|
|
$
|
(366
|
)
|
|
$
|
21,786
|
|
|
$
|
(5,063
|
)
|
|
$
|
(18,022
|
)
|
|
|
13.
|
CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS
, Continued
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
|
$
|
(11,492
|
)
|
|
$
|
34,314
|
|
|
$
|
5,187
|
|
|
$
|
—
|
|
|
$
|
28,009
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
(1,863
|
)
|
|
(13,384
|
)
|
|
(77,001
|
)
|
|
—
|
|
|
(92,248
|
)
|
|||||
Proceeds from sale of long-lived assets
|
|
—
|
|
|
15,191
|
|
|
309
|
|
|
—
|
|
|
15,500
|
|
|||||
Contributions to equity method investments
|
|
—
|
|
|
(2,490
|
)
|
|
—
|
|
|
—
|
|
|
(2,490
|
)
|
|||||
Distributions in excess of equity in earnings of affiliates
|
|
—
|
|
|
4,392
|
|
|
—
|
|
|
—
|
|
|
4,392
|
|
|||||
Net cash provided by (used in) investing activities
|
|
(1,863
|
)
|
|
3,709
|
|
|
(76,692
|
)
|
|
—
|
|
|
(74,846
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt issuance costs
|
|
(4,632
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,632
|
)
|
|||||
Borrowings on credit facilities and issuance of senior notes, net of discount
|
|
437,018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
437,018
|
|
|||||
Principal payments on credit facilities and other obligations
|
|
(348,272
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(348,278
|
)
|
|||||
Debt extinguishment costs
|
|
(16,293
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,293
|
)
|
|||||
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
|
|
(1,047
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,047
|
)
|
|||||
Dividends paid
|
|
(29,770
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,770
|
)
|
|||||
Proceeds from issuance of common stock under employee stock purchase plan
|
|
231
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|||||
Intercompany borrowings (advances), net
|
|
(34,668
|
)
|
|
(38,017
|
)
|
|
72,548
|
|
|
137
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
2,567
|
|
|
(38,023
|
)
|
|
72,548
|
|
|
137
|
|
|
37,229
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
1,248
|
|
|
—
|
|
|
1,248
|
|
|||||
Change in cash and cash equivalents
|
|
(10,788
|
)
|
|
—
|
|
|
2,291
|
|
|
137
|
|
|
(8,360
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
19,002
|
|
|
—
|
|
|
59,796
|
|
|
(4,582
|
)
|
|
74,216
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
8,214
|
|
|
$
|
—
|
|
|
$
|
62,087
|
|
|
$
|
(4,445
|
)
|
|
$
|
65,856
|
|
13.
|
CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS
, Continued
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||
Net cash provided by operating activities
|
|
$
|
26,421
|
|
|
$
|
25,221
|
|
|
$
|
14,705
|
|
|
$
|
(17,448
|
)
|
|
$
|
48,899
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
(1,357
|
)
|
|
(20,966
|
)
|
|
(52,556
|
)
|
|
—
|
|
|
(74,879
|
)
|
|||||
Proceeds from sale of long-lived assets
|
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|||||
Contributions to equity method investments
|
|
—
|
|
|
(1,356
|
)
|
|
—
|
|
|
—
|
|
|
(1,356
|
)
|
|||||
Distributions in excess of equity in earnings of affiliates
|
|
2,158
|
|
|
6,074
|
|
|
—
|
|
|
(2,158
|
)
|
|
6,074
|
|
|||||
Net cash provided by (used in) investing activities
|
|
801
|
|
|
(16,248
|
)
|
|
(52,516
|
)
|
|
(2,158
|
)
|
|
(70,121
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings on credit facilities
|
|
90,500
|
|
|
83,500
|
|
|
—
|
|
|
—
|
|
|
174,000
|
|
|||||
Principal payments on credit facilities and other obligations
|
|
(50,500
|
)
|
|
(59,511
|
)
|
|
—
|
|
|
—
|
|
|
(110,011
|
)
|
|||||
Distributions to noncontrolling interests
|
|
—
|
|
|
(10,833
|
)
|
|
—
|
|
|
—
|
|
|
(10,833
|
)
|
|||||
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
|
|
(807
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(807
|
)
|
|||||
Dividends paid
|
|
(19,887
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,887
|
)
|
|||||
Proceeds from issuance of common stock under employee stock purchase plan
|
|
269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
269
|
|
|||||
Intercompany borrowing (advances), net
|
|
(48,748
|
)
|
|
(20,516
|
)
|
|
50,182
|
|
|
19,082
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(29,173
|
)
|
|
(7,360
|
)
|
|
50,182
|
|
|
19,082
|
|
|
32,731
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
2,884
|
|
|
—
|
|
|
2,884
|
|
|||||
Change in cash and cash equivalents
|
|
(1,951
|
)
|
|
1,613
|
|
|
15,255
|
|
|
(524
|
)
|
|
14,393
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
4,559
|
|
|
9,058
|
|
|
46,043
|
|
|
(1,564
|
)
|
|
58,096
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
2,608
|
|
|
$
|
10,671
|
|
|
$
|
61,298
|
|
|
$
|
(2,088
|
)
|
|
$
|
72,489
|
|
•
|
Crude Transportation operates crude oil pipelines and truck transportation businesses in the U.S. Crude Transportation’s assets include:
|
•
|
a
460
-mile crude oil gathering and transportation pipeline system with over
670,000
barrels of associated storage capacity in Kansas and northern Oklahoma that is connected to several third-party pipelines and refineries;
|
•
|
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 also has
360,000
barrels of operational storage;
|
•
|
a crude oil trucking fleet of over
225
transport trucks and
235
trailers;
|
•
|
Maurepas Pipeline, a project underway to build three pipelines to service refineries in the Gulf Coast region (the "Maurepas Pipeline"), which is expected to be completed in late second quarter 2017;
|
•
|
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") that we operate; and
|
•
|
a
50%
ownership interest in Glass Mountain Pipeline, LLC ("Glass Mountain"), which owns a
215
-mile crude oil pipeline in western and north central Oklahoma (the "Glass Mountain Pipeline") that we operate.
|
•
|
Crude Facilities operates crude oil storage and terminal businesses in the U.S. Crude Facilities assets include:
|
•
|
approximately
7.6 million
barrels of crude oil storage capacity in Cushing, Oklahoma, of which
6.25 million
barrels are leased to customers and
1.35 million
barrels are used for crude oil operations and marketing activities; and
|
•
|
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.
|
•
|
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 U.S. 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 U.K. 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
13
asphalt cement terminals and modification facilities and
two
marine terminals.
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Revenue
|
$
|
456,100
|
|
|
$
|
314,851
|
|
Expenses:
|
|
|
|
||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
348,998
|
|
|
196,947
|
|
||
Operating
|
52,083
|
|
|
50,192
|
|
||
General and administrative
|
21,644
|
|
|
21,060
|
|
||
Depreciation and amortization
|
24,599
|
|
|
24,051
|
|
||
Loss on disposal or impairment, net
|
2,410
|
|
|
13,307
|
|
||
Total expenses
|
449,734
|
|
|
305,557
|
|
||
Earnings from equity method investments
|
17,091
|
|
|
23,071
|
|
||
Loss on issuance of common units by equity method investee
|
—
|
|
|
(41
|
)
|
||
Operating income
|
23,457
|
|
|
32,324
|
|
||
Other expenses (income), net:
|
|
|
|
||||
Interest expense
|
13,867
|
|
|
17,577
|
|
||
Loss on early extinguishment of debt
|
19,922
|
|
|
—
|
|
||
Foreign currency transaction loss
|
—
|
|
|
1,469
|
|
||
Loss on sale or impairment of equity method investment
|
—
|
|
|
39,764
|
|
||
Other income, net
|
(150
|
)
|
|
(188
|
)
|
||
Total other expenses, net
|
33,639
|
|
|
58,622
|
|
||
Loss from continuing operations before income taxes
|
(10,182
|
)
|
|
(26,298
|
)
|
||
Income tax expense (benefit)
|
95
|
|
|
(21,407
|
)
|
||
Loss from continuing operations
|
(10,277
|
)
|
|
(4,891
|
)
|
||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(2
|
)
|
||
Net loss
|
$
|
(10,277
|
)
|
|
$
|
(4,893
|
)
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Revenue:
|
|
|
|
||||
Pipeline transportation
|
$
|
6,184
|
|
|
$
|
8,075
|
|
Truck transportation
|
14,349
|
|
|
16,334
|
|
||
Total revenue
|
20,533
|
|
|
24,409
|
|
||
Expenses:
|
|
|
|
||||
Operating
|
16,082
|
|
|
18,617
|
|
||
General and administrative
|
2,716
|
|
|
1,146
|
|
||
Depreciation and amortization
|
5,927
|
|
|
5,860
|
|
||
Loss on disposal of long-lived assets, net
|
1,961
|
|
|
67
|
|
||
Total expenses
|
26,686
|
|
|
25,690
|
|
||
Earnings from equity method investments
|
17,088
|
|
|
20,839
|
|
||
Operating income
|
$
|
10,935
|
|
|
$
|
19,558
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Revenue
|
$
|
12,141
|
|
|
$
|
12,879
|
|
Expenses:
|
|
|
|
||||
Operating
|
2,577
|
|
|
2,118
|
|
||
General and administrative
|
602
|
|
|
1,174
|
|
||
Depreciation and amortization
|
1,944
|
|
|
1,882
|
|
||
Total expenses
|
5,123
|
|
|
5,174
|
|
||
Operating income
|
$
|
7,018
|
|
|
$
|
7,705
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Revenue
|
$
|
297,471
|
|
|
$
|
176,622
|
|
Expenses:
|
|
|
|
||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
298,485
|
|
|
161,350
|
|
||
Operating
|
1,441
|
|
|
838
|
|
||
General and administrative
|
1,187
|
|
|
566
|
|
||
Depreciation and amortization
|
62
|
|
|
40
|
|
||
Loss on disposal of long-lived assets, net
|
—
|
|
|
227
|
|
||
Total expenses
|
301,175
|
|
|
163,021
|
|
||
Operating income (loss)
|
$
|
(3,704
|
)
|
|
$
|
13,601
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Gross product revenue
|
$
|
1,110,561
|
|
|
$
|
632,689
|
|
Nonmonetary transaction adjustment
|
(813,063
|
)
|
|
(460,615
|
)
|
||
Unrealized gain (loss) on derivatives, net
|
(27
|
)
|
|
4,548
|
|
||
Product revenue
|
$
|
297,471
|
|
|
$
|
176,622
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Revenue
|
$
|
61,663
|
|
|
$
|
46,266
|
|
Expenses:
|
|
|
|
||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
36,143
|
|
|
24,609
|
|
||
Operating
|
7,293
|
|
|
7,352
|
|
||
General and administrative
|
2,457
|
|
|
2,245
|
|
||
Depreciation and amortization
|
8,927
|
|
|
8,927
|
|
||
Loss on disposal or impairment, net
|
21
|
|
|
13,052
|
|
||
Total expenses
|
54,841
|
|
|
56,185
|
|
||
Operating income (loss)
|
$
|
6,822
|
|
|
$
|
(9,919
|
)
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Revenue
|
$
|
36,798
|
|
|
$
|
30,866
|
|
Expenses:
|
|
|
|
||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
45
|
|
|
37
|
|
||
Operating
|
19,888
|
|
|
17,095
|
|
||
General and administrative
|
4,824
|
|
|
3,830
|
|
||
Depreciation and amortization
|
4,496
|
|
|
3,951
|
|
||
Loss on disposal or impairment, net
|
445
|
|
|
—
|
|
||
Total expenses
|
29,698
|
|
|
24,913
|
|
||
Operating income
|
$
|
7,100
|
|
|
$
|
5,953
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Revenue
|
$
|
7,528
|
|
|
$
|
6,380
|
|
Expenses:
|
|
|
|
||||
Operating
|
1,952
|
|
|
1,981
|
|
||
General and administrative
|
1,832
|
|
|
1,740
|
|
||
Depreciation and amortization
|
1,815
|
|
|
1,960
|
|
||
Total expenses
|
5,599
|
|
|
5,681
|
|
||
Operating income
|
$
|
1,929
|
|
|
$
|
699
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Revenue
|
$
|
32,937
|
|
|
$
|
30,134
|
|
Expenses:
|
|
|
|
||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
27,296
|
|
|
23,656
|
|
||
Operating
|
1,946
|
|
|
1,780
|
|
||
General and administrative
|
2,033
|
|
|
2,419
|
|
||
Depreciation and amortization
|
937
|
|
|
941
|
|
||
Loss (gain) on disposal of long-lived assets, net
|
(17
|
)
|
|
(39
|
)
|
||
Total expenses
|
32,195
|
|
|
28,757
|
|
||
Operating income
|
$
|
742
|
|
|
$
|
1,377
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Revenue
|
$
|
(12,971
|
)
|
|
$
|
(12,705
|
)
|
Expenses:
|
|
|
|
||||
Costs of products sold, exclusive of depreciation and amortization shown below
|
(12,971
|
)
|
|
(12,705
|
)
|
||
Operating
|
904
|
|
|
411
|
|
||
General and administrative
|
5,993
|
|
|
7,940
|
|
||
Depreciation and amortization
|
491
|
|
|
490
|
|
||
Total expenses
|
(5,583
|
)
|
|
(3,864
|
)
|
||
Earnings from equity method investments
|
3
|
|
|
2,191
|
|
||
Operating loss
|
$
|
(7,385
|
)
|
|
$
|
(6,650
|
)
|
•
|
operating expenses, maintenance capital expenditures and cash dividends through existing cash and cash from operating activities;
|
•
|
expansion capital expenditures and any working capital deficits through cash on hand, borrowings under our credit facility and the issuance of debt securities and equity securities;
|
•
|
acquisitions through cash on hand, borrowings under our credit facility and the issuance of debt securities and equity securities; and
|
•
|
debt principal payments through cash from operating activities and refinancing when the credit facility becomes due.
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Statement of cash flow data:
|
|
|
|
||||
Cash flows provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
28,009
|
|
|
$
|
48,899
|
|
Investing activities
|
(74,846
|
)
|
|
(70,121
|
)
|
||
Financing activities
|
37,229
|
|
|
32,731
|
|
||
Subtotal
|
(9,608
|
)
|
|
11,509
|
|
||
Effect of exchange rate on cash and cash equivalents
|
1,248
|
|
|
2,884
|
|
||
Change in cash and cash equivalents
|
(8,360
|
)
|
|
14,393
|
|
||
Cash and cash equivalents at beginning of period
|
74,216
|
|
|
58,096
|
|
||
Cash and cash equivalents at end of period
|
$
|
65,856
|
|
|
$
|
72,489
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Net loss
|
$
|
(10,277
|
)
|
|
$
|
(4,893
|
)
|
Non-cash expenses, net
|
51,234
|
|
|
62,912
|
|
||
Changes in operating assets and liabilities
|
(12,948
|
)
|
|
(9,120
|
)
|
||
Net cash flows provided by operating activities
|
$
|
28,009
|
|
|
$
|
48,899
|
|
•
|
$22.0 million
decrease in deferred tax benefit;
|
•
|
$19.9 million
increase related to a loss on early extinguishment of $300 million of senior unsecured notes;
|
•
|
$6.0 million
reduction in earnings from equity method investments;
|
•
|
$0.5 million
increase due to inventory valuation adjustments; and
|
•
|
$0.5 million
increase in depreciation and amortization expense.
|
•
|
$39.8 million
from prior year losses on the sale or impairment of equity method investment which did not recur in the current year;
|
•
|
$10.9 million
decrease in net losses on disposal or impairments due to prior year goodwill impairment of our SemGas segment;
|
•
|
$8.4 million
in distributions from equity investments due to our prior year disposal of our limited partner ownership in NGL Energy and lower distributions from White Cliffs; and
|
•
|
$1.5 million
in currency exchange losses in the prior year, which did not recur in the current year.
|
Leverage Ratio
|
ABR Loans
|
Eurodollar Loans
|
||
Category 1: Greater than 4.50 to 1.00
|
1.75
|
%
|
2.75
|
%
|
Category 2: Less than or equal to 4.50 to 1.00 but greater than 4.00 to 1.00
|
1.50
|
%
|
2.50
|
%
|
Category 3: Less than or equal to 4.00 to 1.00 but greater than 3.50 to 1.00
|
1.25
|
%
|
2.25
|
%
|
Category 4: Less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00
|
1.00
|
%
|
2.00
|
%
|
Category 5: Less than or equal to 3.00 to 1.00
|
0.75
|
%
|
1.75
|
%
|
•
|
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, 2016
|
|
March 7, 2016
|
|
March 17, 2016
|
|
$0.45
|
June 30, 2016
|
|
May 16, 2016
|
|
May 26, 2016
|
|
$0.45
|
September 30, 2016
|
|
August 15, 2016
|
|
August 25, 2016
|
|
$0.45
|
December 31, 2016
|
|
November 18, 2016
|
|
November 28, 2016
|
|
$0.45
|
|
|
|
|
|
|
|
March 31, 2017
|
|
March 7, 2017
|
|
March 17, 2017
|
|
$0.45
|
June 30, 2017
|
|
May 15, 2017
|
|
May 26, 2017
|
|
$0.45
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
|
Light Sweet
Crude Oil
Futures
(Barrel)
|
|
Mont Belvieu
(Non-LDH)
Spot Propane
(Gallon)
|
|
Henry Hub
Natural Gas
Futures
(MMBtu)
|
Three Months Ended March 31, 2017
|
|
|
|
|
|
|
High
|
|
$54.45
|
|
$0.93
|
|
$3.42
|
Low
|
|
$47.34
|
|
$0.57
|
|
$2.56
|
High/Low Differential
|
|
$7.11
|
|
$0.36
|
|
$0.86
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
High
|
|
$41.45
|
|
$0.48
|
|
$2.47
|
Low
|
|
$26.21
|
|
$0.29
|
|
$1.64
|
High/Low Differential
|
|
$15.24
|
|
$0.19
|
|
$0.83
|
|
|
|
|
|
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
High
|
|
$54.06
|
|
$0.71
|
|
$3.93
|
Low
|
|
$26.21
|
|
$0.29
|
|
$1.64
|
High/Low Differential
|
|
$27.85
|
|
$0.42
|
|
$2.29
|
•
|
A 10% increase in the price of natural gas and natural gas liquids results in approximately a $2.6 million increase to gross margin.
|
•
|
A 10% decrease in those prices would have the opposite effect.
|
|
Notional
Volume
(Barrels)
|
|
Fair Value
|
|
Effect of
10% Price
Increase
|
|
Effect of
10% Price
Decrease
|
|
Settlement
Date
|
||||||
Crude oil:
|
|
|
|
|
|
|
|
|
|
||||||
Futures
|
942 short
|
|
$
|
(1,355
|
)
|
|
$
|
(4,767
|
)
|
|
$
|
4,767
|
|
|
May 2017
|
Liabilities
|
March 31, 2017
|
|
December 31, 2016
|
Short-term debt - variable rate
|
$0.0 million
|
|
$0.0 million
|
Average interest rate
|
0.00%
|
|
0.00%
|
Long-term debt - variable rate
|
$90.0 million
|
|
$20.0 million
|
Average interest rate
|
3.680%
|
|
4.750%
|
Long-term debt - fixed rate
|
$325.0 million
|
|
$300.0 million
|
Fixed interest rate
|
6.375%
|
|
7.50%
|
Long-term debt - fixed rate
|
$750.0 million
|
|
$750.0 million
|
Fixed interest rate
|
5.625%
|
|
5.625%
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
Total Number of Shares Purchased (1)
|
|
Weighted Average Price Paid per Share (2)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs
|
|||||
January 1, 2017 - January 31, 2017
|
|
144
|
|
|
$
|
41.45
|
|
|
—
|
|
|
—
|
|
February 1, 2017 - February 28, 2017
|
|
26,736
|
|
|
37.01
|
|
|
—
|
|
|
—
|
|
|
March 1, 2017 - March 31, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
26,880
|
|
|
$
|
37.04
|
|
|
—
|
|
|
—
|
|
(1
|
)
|
|
Represents shares of common stock withheld from certain of our employees for payment of taxes associated with the vesting of restricted stock awards.
|
(2
|
)
|
|
The price paid per common share represents the closing price as posted on the New York Stock Exchange on the day that the shares were purchased.
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
Exhibit
Number
|
Description
|
4.1
|
Indenture (and form of 6.375% Senior Note due 2025 attached as Exhibit 1 thereto), dated as of March 15, 2017, 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 March 15, 2017, filed March 21, 2017, and incorporated herein by reference).
|
4.2
|
Registration Rights Agreement, dated as of March 15, 2017, by and among SemGroup Corporation, certain of its wholly owned subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.2 to our current report on Form 8-K dated March 15, 2017, filed March 21, 2017, and incorporated herein by reference).
|
10.1
|
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, 2017 (filed as Exhibit 10.12 to our annual report on Form 10-K for the fiscal year ended December 31, 2016, filed February 24, 2017, and incorporated herein by reference).
|
10.2
|
First Amendment to Amended and Restated Credit Agreement, dated as of April 4, 2017, to the Amended and Restated Credit Agreement, dated as of September 30, 2016, entered into by and among others, SemGroup Corporation, as borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.
|
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.
|
101.INS
|
XBRL Instance Document.
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
Date: May 5, 2017
|
SEMGROUP CORPORATION
|
||
|
|
|
|
|
By:
|
|
/s/ Robert N. Fitzgerald
|
|
|
|
Robert N. Fitzgerald
|
|
|
|
Senior Vice President and
|
|
|
|
Chief Financial Officer
|
Exhibit
Number
|
Description
|
4.1
|
Indenture (and form of 6.375% Senior Note due 2025 attached as Exhibit 1 thereto), dated as of March 15, 2017, 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 March 15, 2017, filed March 21, 2017, and incorporated herein by reference).
|
4.2
|
Registration Rights Agreement, dated as of March 15, 2017, by and among SemGroup Corporation, certain of its wholly owned subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.2 to our current report on Form 8-K dated March 15, 2017, filed March 21, 2017, and incorporated herein by reference).
|
10.1
|
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, 2017 (filed as Exhibit 10.12 to our annual report on Form 10-K for the fiscal year ended December 31, 2016, filed February 24, 2017, and incorporated herein by reference).
|
10.2
|
First Amendment to Amended and Restated Credit Agreement, dated as of April 4, 2017, to the Amended and Restated Credit Agreement, dated as of September 30, 2016, entered into by and among others, SemGroup Corporation, as borrower, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.
|
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.
|
101.INS
|
XBRL Instance Document.
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
Leverage Ratio:
|
ABR Loans
|
Eurodollar Loans
|
Category 1: Greater than 4.50 to 1.00
|
1.75%
|
2.75%
|
Category 2: Less than or equal to 4.50 to 1.00 but greater than 4.00 to 1.00
|
1.50%
|
2.50%
|
Category 3: Less than or equal to 4.00 to 1.00 but greater than 3.50 to 1.00
|
1.25%
|
2.25%
|
Category 4: Less than or equal to 3.50 to 1.00 but greater than 3.00 to 1.00
|
1.00%
|
2.00%
|
Category 5: Less than or equal to 3.00 to 1.00
|
0.75%
|
1.75%
|
|
|
Title:
|
Senior Vice President and Chief Financial Officer
|
Title:
|
Senior Vice President and Chief Financial Officer
|
Title:
|
Senior Vice President and Chief Financial Officer
|
Title:
|
Senior Vice President - Amegy Bank
|
|
Division
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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
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5.
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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):
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a.
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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
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b.
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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.
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/s/ Robert N. Fitzgerald
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Robert N. Fitzgerald
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Senior Vice President and Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Carlin G. Conner
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Carlin G. Conner
|
President and Chief Executive Officer
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1.
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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.
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/s/ Robert N. Fitzgerald
|
Robert N. Fitzgerald
|
Senior Vice President and
|
Chief Financial Officer
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