Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Registrant Name | SEMGROUP CORPORATION | |
Entity Central Index Key | 1,489,136 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 79,081,150 | |
Class B | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 69,988 | $ 93,699 |
Accounts receivable (net of allowance of $1,850 and $2,628, respectively) | 662,372 | 653,484 |
Receivable from affiliates | 187 | 1,691 |
Inventories | 49,232 | 101,665 |
Current assets held for sale | 0 | 38,063 |
Other current assets | 19,320 | 14,297 |
Total current assets | 801,099 | 902,899 |
Property, plant and equipment (net of accumulated depreciation of $570,720 and $444,842, respectively) | 3,450,756 | 3,315,131 |
Equity method investments | 277,021 | 285,281 |
Goodwill | 257,302 | 257,302 |
Other intangible assets (net of accumulated amortization of $81,613 and $56,409, respectively) | 373,439 | 398,643 |
Other noncurrent assets | 138,158 | 132,600 |
Noncurrent assets held for sale | 0 | 84,961 |
Total assets | 5,297,775 | 5,376,817 |
Current liabilities: | ||
Accounts payable | 545,035 | 587,898 |
Payable to affiliates | 1,294 | 6,971 |
Accrued liabilities | 111,455 | 131,407 |
Deferred revenue | 10,211 | 7,518 |
Current liabilities held for sale | 0 | 23,847 |
Other current liabilities | 7,880 | 3,395 |
Long-term debt, net | 6,000 | 5,525 |
Total current liabilities | 681,875 | 766,561 |
Long-term debt, net | 2,619,486 | 2,853,095 |
Deferred income taxes | 52,897 | 46,585 |
Other noncurrent liabilities | 34,209 | 38,495 |
Noncurrent liabilities held for sale | 0 | 13,716 |
Commitments and contingencies (Note 7) | ||
Preferred stock, $0.01 par value, $361,043 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) | 353,323 | 0 |
SemGroup owners’ equity: | ||
Common stock, $0.01 par value (authorized - 190,000 and 100,000 shares; issued - 79,171 and 79,708 shares, respectively) | 786 | 786 |
Additional paid-in capital | 1,656,518 | 1,770,117 |
Treasury stock, at cost (106 and 1,024 shares, respectively) | (699) | (8,031) |
Accumulated deficit | (74,522) | (50,706) |
Accumulated other comprehensive loss | (26,098) | (53,801) |
Total owners’ equity | 1,555,985 | 1,658,365 |
Total liabilities, preferred stock and owners’ equity | $ 5,297,775 | $ 5,376,817 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Allowance for Doubtful Accounts Receivable, Current | $ 1,850 | $ 2,628 |
Accumulated depreciation | 570,720 | 444,842 |
Accumulated amortization | $ 81,613 | $ 56,409 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0 |
Preferred Stock, Liquidation Preference, Value | $ 361,043 | $ 0 |
Preferred Stock, Shares Authorized | 4,000,000 | 0 |
Preferred Stock, Shares Issued | 350,000 | 0 |
Common stock, $0.01 par value | $ 0.01 | $ 0.01 |
Common stock shares authorized | 190,000,000 | 100,000,000 |
Common stock shares issued | 79,171,000 | 79,708,000 |
Treasury Stock, Common, Shares | 106,000 | 1,024,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Direct Financing Lease, Revenue | $ 3,937 | $ 2,646 | $ 12,517 | $ 2,646 |
Total Revenues | 633,996 | 545,922 | 1,891,399 | 1,475,111 |
Expenses: | ||||
Cost of Goods and Services Sold | 468,871 | 398,252 | 1,377,092 | 1,087,357 |
Operating | 64,835 | 62,666 | 224,871 | 188,095 |
General and administrative | 21,904 | 38,389 | 71,267 | 86,920 |
Depreciation and amortization | 53,598 | 50,135 | 155,889 | 100,336 |
Loss (gain) on disposal or impairment, net | (383) | 41,625 | (2,125) | 43,801 |
Total expenses | 608,825 | 591,067 | 1,826,994 | 1,506,509 |
Earnings from equity method investments | 14,528 | 17,367 | 41,493 | 52,211 |
Operating income (loss) | 39,699 | (27,778) | 105,898 | 20,813 |
Other expenses (income), net: | ||||
Interest expense | 35,318 | 32,711 | 113,683 | 60,055 |
Loss on early extinguishment of debt | 0 | 0 | 0 | 19,930 |
Foreign currency transaction loss (gain) | (983) | (747) | 4,625 | (1,758) |
Other income, net | (400) | (3,390) | (1,883) | (4,116) |
Total other expenses, net | 33,935 | 28,574 | 116,425 | 74,111 |
Income (loss) before income taxes | 5,764 | (56,352) | (10,527) | (53,298) |
Income tax expense (benefit) | (2,697) | (37,249) | 16,773 | (33,529) |
Net income (loss) | 8,461 | (19,103) | (27,300) | (19,769) |
Less: cumulative preferred stock dividends | 6,317 | 0 | 17,360 | 0 |
Net income (loss) attributable to common shareholders | 2,144 | (19,103) | (44,660) | (19,769) |
Other comprehensive income, net of income tax | 3,352 | 9,230 | 27,703 | 24,215 |
Comprehensive income (loss) | $ 11,813 | $ (9,873) | $ 403 | $ 4,446 |
Net income (loss) per common share (Note 13): | ||||
Basic | $ 0.03 | $ (0.25) | $ (0.57) | $ (0.29) |
Diluted | $ 0.03 | $ (0.25) | $ (0.57) | $ (0.29) |
Product [Member] | ||||
Revenues: | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 487,693 | $ 423,531 | $ 1,421,751 | $ 1,164,898 |
Service [Member] | ||||
Revenues: | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 127,840 | 105,287 | 408,699 | 261,967 |
Other revenue [Member] | ||||
Revenues: | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 14,526 | $ 14,458 | $ 48,432 | $ 45,600 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Owners' Equity Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] |
Beginning balance at Dec. 31, 2016 | $ 1,445,965 | $ 659 | $ 1,561,695 | $ (6,558) | $ (35,917) | $ (73,914) |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 483 | 0 | (1,650) | 0 | 2,133 | 0 |
Net income (loss) | (19,769) | (19,769) | ||||
Other Comprehensive Income (Loss), Net of Tax | 24,215 | 0 | 24,215 | |||
Dividends | (94,714) | (94,714) | ||||
Dividends, Share-based Compensation, Cash | (818) | (818) | 0 | |||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 8,377 | 8,377 | 0 | |||
Stock Issued During Period, Value, Acquisitions | 330,341 | 124 | 330,217 | 0 | ||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 1,172 | 2 | 1,170 | 0 | ||
Treasury Stock, Value, Acquired, Cost Method | (1,361) | (1,361) | ||||
Ending balance at Sep. 30, 2017 | 1,693,891 | 785 | 1,804,277 | (7,919) | (53,553) | (49,699) |
Beginning balance at Jun. 30, 2017 | 1,405,399 | 661 | 1,505,941 | (7,824) | (34,450) | (58,929) |
Net income (loss) | (19,103) | (19,103) | ||||
Other Comprehensive Income (Loss), Net of Tax | 9,230 | 0 | 9,230 | |||
Dividends | (35,221) | (35,221) | ||||
Dividends, Share-based Compensation, Cash | (221) | (221) | ||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 2,907 | 2,907 | 0 | |||
Stock Issued During Period, Value, Acquisitions | 330,341 | 124 | 330,217 | 0 | ||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 654 | 654 | ||||
Treasury Stock, Value, Acquired, Cost Method | (95) | (95) | ||||
Ending balance at Sep. 30, 2017 | 1,693,891 | 785 | 1,804,277 | (7,919) | (53,553) | (49,699) |
Beginning balance at Dec. 31, 2017 | 1,658,365 | 786 | 1,770,117 | (8,031) | (50,706) | (53,801) |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 11,513 | 0 | 0 | 0 | 11,513 | 0 |
Net income (loss) | (27,300) | (27,300) | ||||
Other Comprehensive Income (Loss), Net of Tax | 27,703 | 27,703 | ||||
Dividends | (122,468) | (122,468) | ||||
Dividends, Share-based Compensation, Cash | (406) | (406) | ||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 8,246 | 8,246 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 1,031 | 2 | 1,029 | |||
Treasury Stock, Retired, Cost Method, Amount | 0 | (2) | 0 | 8,031 | (8,029) | 0 |
Treasury Stock, Value, Acquired, Cost Method | (699) | (699) | ||||
Ending balance at Sep. 30, 2018 | 1,555,985 | 786 | 1,656,518 | (699) | (74,522) | (26,098) |
Beginning balance at Jun. 30, 2018 | 1,584,518 | 785 | 1,696,865 | (699) | (82,983) | (29,450) |
Net income (loss) | 8,461 | 8,461 | ||||
Other Comprehensive Income (Loss), Net of Tax | 3,352 | 3,352 | ||||
Dividends | (43,215) | (43,215) | ||||
Dividends, Share-based Compensation, Cash | (342) | (342) | ||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 2,701 | 2,701 | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | 510 | 1 | 509 | |||
Ending balance at Sep. 30, 2018 | $ 1,555,985 | $ 786 | $ 1,656,518 | $ (699) | $ (74,522) | $ (26,098) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (27,300) | $ (19,769) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 155,889 | 100,336 |
Loss (gain) on disposal or impairment of long-lived assets, net | (2,125) | 43,801 |
Earnings from equity method investments | (41,493) | (52,211) |
Distributions from equity method investments | 41,489 | 51,606 |
Amortization of debt issuance costs and discount | 5,628 | 4,449 |
Loss on early extinguishment of debt | 0 | 19,930 |
Deferred tax expense (benefit) | 1,793 | (37,824) |
Non-cash equity compensation | 8,332 | 8,517 |
Provision for uncollectible accounts receivable, net of recoveries | (97) | 761 |
Foreign currency transaction loss (gain) | 4,625 | (1,758) |
Pension Expense (Reversal of Expense), Noncash | 0 | (3,008) |
Inventory valuation adjustment | 0 | 455 |
Changes in operating assets and liabilities (Note 14) | (10,326) | (22,868) |
Net cash provided by operating activities | 136,415 | 92,417 |
Capital expenditures | (303,391) | (346,204) |
Proceeds from sale of long-lived assets | 246 | 16,638 |
Contributions to equity method investments | (7,466) | (18,808) |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (293,039) |
Proceeds from business divestitures | 146,735 | 0 |
Distributions in excess of equity in earnings of affiliates | 15,730 | 19,296 |
Net cash used in investing activities | (148,146) | (622,117) |
Debt issuance costs | (4,720) | (10,839) |
Borrowings on credit facilities and issuance of senior notes, net of discount | 1,139,500 | 1,353,377 |
Principal payments on credit facilities and other obligations | (1,376,649) | (711,941) |
Debt extinguishment costs | 0 | (16,293) |
Proceeds from preferred stock issuance, net of offering costs | 342,299 | 0 |
Repurchase of common stock for payment of statutory taxes due on equity-based compensation | (699) | (1,361) |
Dividends paid | (111,445) | (94,714) |
Proceeds from issuance of common stock under employee stock purchase plan | 228 | 796 |
Net cash provided by (used in) financing activities | (11,486) | 519,025 |
Effect of exchange rate changes on cash and cash equivalents | (494) | 4,472 |
Change in cash and cash equivalents | (23,711) | (6,203) |
Cash and cash equivalents at beginning of period | 93,699 | 74,216 |
Cash and cash equivalents at end of period | $ 69,988 | $ 68,013 |
Overview
Overview | 9 Months Ended |
Sep. 30, 2018 | |
Overview [Abstract] | |
OVERVIEW | OVERVIEW SemGroup Corporation is a Delaware corporation headquartered in Tulsa, Oklahoma. The terms “we,” “our,” “us,” “SemGroup,” “the Company” and similar language used in these notes to the unaudited condensed consolidated financial statements refer to SemGroup Corporation and its subsidiaries. Basis of presentation The accompanying condensed consolidated balance sheet at December 31, 2017 , which is derived from audited financial statements, and the unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements include all normal and recurring adjustments that, in the opinion of management, are necessary to present fairly the financial position of the Company and the results of its operations and its cash flows. Our condensed consolidated financial statements include the accounts of our controlled subsidiaries. All significant transactions between our consolidated subsidiaries have been eliminated. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Although management believes these estimates are reasonable, actual results could differ materially from these estimates. The results of operations for the three months and nine months ended September 30, 2018 , are not necessarily indicative of the results to be expected for the full year ending December 31, 2018 . Pursuant to the rules and regulations of the SEC, the accompanying condensed consolidated financial statements do not include all of the information and notes normally included with financial statements prepared in accordance with U.S. GAAP. Certain reclassifications have been made to conform previously reported balances to the current presentation. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2017 , which are included in our Annual Report on Form 10-K for the year ended December 31, 2017 , filed with the SEC. Our significant accounting policies are consistent with those described in our Annual Report on Form 10-K for the year ended December 31, 2017 . Recently adopted accounting pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting”, to provide clarity and reduce diversity in practice in determining which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting under Accounting Standards Codification Topic 718. We adopted this guidance in the first quarter of 2018. The impact was not material. In March 2017, the FASB issued ASU 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost”, which requires that an employer disaggregate the service cost component from other components of net benefit cost. This ASU also provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization. We adopted this guidance retrospectively in the first quarter of 2018. For the three months and nine months ended September 30, 2017, we reclassified $3.2 million and $3.3 million , respectively, of non-service pension costs from “general and administrative expense” to “other expense (income)”. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory”, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. We adopted this guidance in the first quarter of 2018. The impact was not material. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)”, to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update addresses eight different transaction types and clarifies how to classify each in the statement of cash flows, where previously there was unclear or no specific guidance. We adopted this guidance in the first quarter of 2018. The impact was not material. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, as amended, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than were required under previous U.S. GAAP. On January 1, 2018, we adopted the guidance of ASU 2014-09, codified as Accounting Standards Codification 606 - Revenue from Contracts with Customers (“ASC 606”), using a modified retrospective approach. Upon adoption, a reduction to accumulated deficit of $11.5 million was recorded to reflect the impact of adoption related to uncompleted contracts at the date of adoption. The impacts of adoption to the current period results are as follows (in thousands): September 30, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Accounts receivable, net $ 662,372 $ 659,533 $ 2,839 Other noncurrent assets $ 138,158 $ 118,292 $ 19,866 Other current liabilities $ 7,880 $ 7,269 $ 611 Deferred income taxes $ 52,897 $ 47,189 $ 5,708 Accumulated deficit $ (74,522 ) $ (90,908 ) $ 16,386 Three Months Ended September 30, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Revenue $ 633,996 $ 627,070 $ 6,926 Cost of sales $ 468,871 $ 464,146 $ 4,725 General and administrative expense $ 21,904 $ 21,804 $ 100 Income tax benefit $ (2,697 ) $ (2,988 ) $ 291 Net income $ 8,461 $ 6,651 $ 1,810 Net income attributable to common shareholders $ 2,144 $ 334 $ 1,810 Net income per common share: Basic $ 0.03 $ 0.01 $ 0.02 Diluted $ 0.03 $ 0.01 $ 0.02 Nine Months Ended September 30, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Revenue $ 1,891,399 $ 1,872,875 $ 18,524 Cost of sales $ 1,377,092 $ 1,364,454 $ 12,638 General and administrative expense $ 71,267 $ 70,967 $ 300 Income tax expense $ 16,773 $ 16,059 $ 714 Net loss $ (27,300 ) $ (32,172 ) $ 4,872 Net loss attributable to common shareholders $ (44,660 ) $ (49,532 ) $ 4,872 Net loss per common share: Basic $ (0.57 ) $ (0.63 ) $ 0.06 Diluted $ (0.57 ) $ (0.63 ) $ 0.06 • Changes to revenue primarily relate to the timing of recognition of deficiencies on take-or-pay agreements for which there is a contractual make-up period and a change to reporting certain gas gathering and processing fees as revenue rather than a reduction of cost of sales. Under ASC 605 - Revenue (“ASC 605”), revenue related to deficiencies with a make-up period was deferred until the contractual right to make-up a deficiency expired. Under ASC 606, we recognize all or a portion of revenue related to deficiencies before the make-up period expires if we determine that it is probable that the customer will not make-up all or some of its deficient volumes, for example if there is insufficient capacity to make up the deficient volumes. This may lead to earlier recognition of deficiency revenues under ASC 606 as compared with ASC 605. • Changes to cost of sales are due to how certain gathering and processing fees related to percentage of proceeds contracts are treated as revenues rather than reductions to purchase price of commodities (cost of sales). • Changes to accounts receivable, net and noncurrent receivables (included in other noncurrent assets on the condensed consolidated balance sheets) primarily relate to the timing of recognizing take-or-pay deficiencies with make-up rights as discussed above. Noncurrent receivables related to contracts for which we do not have the right to bill the customer for deficiencies until the contract expiration date. • Changes to other noncurrent assets include success fee payments to third parties for certain contracts which were expensed as incurred under ASC 605, but which have been recognized as assets under ASC 606 and are amortized to general and administrative expense in the consolidated statement of operations and comprehensive income (loss). • Changes to deferred income taxes primarily relate to the deferred tax impact of adoption entries. • Changes to retained earnings are due to the impact of adoption at January 1, 2018, as described above, and cumulative differences in net income through September 30, 2018. See Note 11 for additional information. Recent accounting pronouncements not yet adopted On August 27, 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”, which modifies the disclosure requirements in Topic 820 by removing, adding or modifying certain fair value measurement disclosures. For public entities, this ASU is effective for annual periods beginning after December 15, 2019, and interim periods therein. Early adoption is permitted. We will adopt this guidance in the first quarter of 2020. The impact is not expected to be material. In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. For public entities, this ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those years and early adoption is permitted in the year prior to the effective date. We will adopt this guidance in the first quarter of 2019. The amendments in this update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The impact is not expected to be material. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which introduces new guidance for estimating credit losses on certain types of financial instruments based on expected losses and the timing of the recognition of such losses. For public entities, this ASU is effective for annual periods beginning after December 15, 2019, and interim periods within those years and early adoption is permitted in the year prior to the effective date. We will adopt this guidance in the first quarter of 2020. The impact is not expected to be material. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, as amended, which amends the existing lease guidance to require lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by operating and finance leases and to disclose additional quantitative and qualitative information about leasing arrangements. This ASU, as amended, also provides clarifications surrounding the presentation of the effects of leases in the income statement and statement of cash flows. For public entities, this ASU will be effective for annual periods beginning after December 15, 2018, and interim periods within those years. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements, but are not yet able to quantify the impact. We |
Disposal of long-lived assets
Disposal of long-lived assets | 9 Months Ended |
Sep. 30, 2018 | |
Disposal of long-lived assets [Line Items] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | DISPOSALS OR IMPAIRMENTS OF LONG-LIVED ASSETS On March 15, 2018 , we completed the sale of our Mexican asphalt business for $70.7 million . We recorded a pre-tax gain on disposal of $1.6 million for the nine months ended September 30, 2018. The Mexican asphalt business was held for sale and carried at net realizable value at December 31, 2017. The Mexican asphalt business contributed $2.3 million of pre-tax income for the nine months ended September 30, 2018, excluding the gain on disposal. On April 12, 2018 , we completed the sale of our U.K. operations, SemLogistics, for $73.1 million in cash. We recorded a pre-tax gain on disposal of $0.4 million for the nine months ended September 30, 2018. The U.K. business was held for sale and carried at net realizable value at December 31, 2017. The U.K. business contributed pre-tax income of $5.4 million for the nine months ended September 30, 2018, excluding the gain on disposal. For the nine months ended September 30, 2018, we recorded an incremental gain of $1.4 million |
Equity Method Investments
Equity Method Investments | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENTS | EQUITY METHOD INVESTMENTS Our equity method investments consisted of the following (in thousands): September 30, 2018 December 31, 2017 White Cliffs Pipeline, L.L.C. $ 258,098 $ 266,362 NGL Energy Partners LP 18,923 18,919 Total equity method investments $ 277,021 $ 285,281 Our earnings from equity method investments consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 White Cliffs Pipeline, L.L.C. $ 14,546 $ 15,636 $ 41,489 $ 46,805 Glass Mountain Pipeline, LLC — 1,736 — 5,402 NGL Energy Partners LP (18 ) (5 ) 4 4 Total earnings from equity method investments $ 14,528 $ 17,367 $ 41,493 $ 52,211 Cash distributions received from equity method investments consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 White Cliffs Pipeline, L.L.C. $ 18,640 $ 19,847 $ 57,219 $ 60,552 Glass Mountain Pipeline, LLC — 3,410 — 10,350 Total cash distributions received from equity method investments $ 18,640 $ 23,257 $ 57,219 $ 70,902 White Cliffs Pipeline, L.L.C. We own a 51% interest in White Cliffs Pipeline, L.L.C. (“White Cliffs”), which we account for under the equity method. Certain unaudited summarized income statement information of White Cliffs for the three months and nine months ended September 30, 2018 and 2017 , is shown below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenue $ 43,855 $ 45,445 $ 128,455 $ 145,288 Cost of products sold, exclusive of depreciation and amortization $ (107 ) $ (360 ) $ (138 ) $ 8,091 Operating, general and administrative expenses $ 5,514 $ 5,723 $ 17,511 $ 17,849 Depreciation and amortization expense $ 9,624 $ 9,154 $ 28,821 $ 27,619 Net income $ 28,825 $ 30,928 $ 82,262 $ 91,688 Our equity in earnings of White Cliffs for the three months and nine months ended September 30, 2018 and 2017 , is less than 51% of the net income of White Cliffs for the same periods. This is due to certain general and administrative expenses we incur in managing the operations of White Cliffs that the other owners are not obligated to share. The members of White Cliffs are required to contribute capital to White Cliffs to fund various projects. For the nine months ended September 30, 2018, we contributed $6.5 million for a project to convert one of White Cliff’s 12-inch pipelines from crude to natural gas liquids service. Remaining contributions related to the conversion project will be paid in 2018 and 2019 and are expected to total $27.2 million . The project is expected to be completed during the fourth quarter of 2019. Glass Mountain Pipeline, LLC On December 22, 2017, we completed the sale of our equity method investment in Glass Mountain Pipeline LLC (“Glass Mountain”) for $300 million , subject to working capital and other adjustments. Proceeds from the sale were used to repay borrowings on SemGroup’s revolving credit facility. NGL Energy Partners LP We own an 11.78% |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Financial Instruments And Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS Fair value of financial instruments We record certain financial assets and liabilities at fair value at each balance sheet date. The tables below summarize the balances of derivative assets and liabilities at September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 Level 1 Level 2 Level 3 Netting (1) Total - Net Assets: Commodity derivatives (2) $ 99 $ — $ — $ (99 ) $ — Interest rate swaps — — 154 — 154 Total assets 99 — 154 (99 ) 154 Liabilities: Commodity derivatives 3,242 — — (99 ) 3,143 Foreign currency forwards — 1,037 — — 1,037 Total liabilities 3,242 1,037 — (99 ) 4,180 Net assets (liabilities) at fair value $ (3,143 ) $ (1,037 ) $ 154 $ — $ (4,026 ) December 31, 2017 Level 1 Level 2 Level 3 Netting (1) Total - Net Assets: Commodity derivatives (2) $ 602 $ — $ — $ (602 ) $ — Foreign currency forwards — 2,564 — — 2,564 Total assets 602 2,564 — (602 ) 2,564 Liabilities: Commodity derivatives 1,970 — — (602 ) 1,368 Interest rate swaps — — 1,228 — 1,228 Total liabilities 1,970 — 1,228 (602 ) 2,596 Net assets (liabilities) at fair value $ (1,368 ) $ 2,564 $ (1,228 ) $ — $ (32 ) (1) Relates primarily to exchange traded futures. Gain and loss positions on multiple contracts are settled net on a daily basis with the exchange. (2) Commodity derivatives are subject to netting arrangements. “Level 1” measurements are based on inputs consisting of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. These include commodity futures contracts that are traded on an exchange. “Level 2” measurements are based on inputs consisting of market observable and corroborated prices for similar derivative contracts. Assets and liabilities classified as Level 2 include over the counter (“OTC”) traded physical fixed priced purchases and sales forward contracts. “Level 3” measurements are based on inputs from a pricing service and/or internal valuation models incorporating observable and unobservable market data. These could include commodity derivatives, such as forwards and swaps for which there is not a highly liquid market and therefore are not included in Level 2 above and interest rate swaps for which certain unobservable inputs are used in the valuation. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value levels. At September 30, 2018 , all of our physical fixed price forward purchases and sales commodity contracts were being accounted for as normal purchases and normal sales. The following table summarizes changes in the fair value of our net financial liabilities classified as Level 3 in the fair value hierarchy (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net assets (liabilities) at beginning of the period $ 110 $ — $ (1,228 ) $ — Interest rate swaps acquired through acquisition — (3,275 ) — (3,275 ) Transfers out of Level 3 — — — — Realized/Unrealized gain included in earnings* 268 618 1,487 618 Settlements (224 ) — (105 ) — Net assets (liabilities) at end of period $ 154 $ (2,657 ) $ 154 $ (2,657 ) *Gains and losses related to interest rate swaps are recorded in interest expense in the condensed consolidated statements of operations and comprehensive income (loss). See Note 6 for fair value of debt instruments. The approximate fair value of cash and cash equivalents, accounts receivable and accounts payable is equal to book value due to the short-term nature of these items. Commodity derivative contracts Our consolidated results of operations and cash flows are impacted by changes in market prices for petroleum products. This exposure to commodity price risk is managed, in part, by entering into various commodity derivatives. We seek to manage the price risk associated with our marketing operations by limiting our net open positions through (i) the concurrent purchase and sale of like quantities of petroleum products to create back-to-back transactions that are intended to lock in positive margins based on the timing, location or quality of the petroleum products purchased and delivered or (ii) derivative contracts. Our storage and transportation assets can also be used to mitigate time and location basis risks, respectively. All marketing activities are subject to our Comprehensive Risk Management Policy, Delegation of Authority policy and their supporting policies and procedures, which establish limits in order to manage risk and mitigate financial exposure. Our commodity derivatives can be comprised of swaps, futures contracts and forward contracts of crude oil, natural gas and natural gas liquids. These are defined as follows: Swaps – OTC transactions where a floating price, basis or index is exchanged for a fixed (or a different floating) price, basis or index at a preset schedule in the future, according to an agreed-upon formula. Futures contracts – Exchange traded contracts to buy or sell a commodity. These contracts are standardized by the exchange in terms of quality, quantity, delivery period and location for each commodity. Forward contracts – OTC contracts to buy or sell a commodity at an agreed upon future date. The buyer and seller agree on specific terms (price, quantity, delivery period and location) and conditions at the inception of the contract. The following table sets forth the notional quantities for derivative instruments entered into (in thousands of barrels): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Sales 2,704 3,386 10,467 9,980 Purchases 2,701 2,820 9,892 9,772 We have not designated any of our commodity derivative instruments as accounting hedges. We have recorded the fair value of our commodity derivative instruments on our condensed consolidated balance sheets in “other current assets” and “other current liabilities” in the following amounts (in thousands): September 30, 2018 December 31, 2017 Assets Liabilities Assets Liabilities Commodity contracts $ — $ 3,143 $ — $ 1,368 We have posted margin deposits as collateral with brokers who have the right of set off associated with these funds. At September 30, 2018 and December 31, 2017 , our margin deposit balances were in net asset positions of $4.8 million and $1.9 million , respectively. These margin account balances have not been offset against our net commodity derivative instrument (contract) positions. Had these margin deposits been netted against our net commodity derivative instrument (contract) positions as of September 30, 2018 and December 31, 2017 , we would have had asset positions of $1.7 million and $0.5 million , respectively. Realized and unrealized gains (losses) from our commodity derivatives were recorded to product revenue in the following amounts (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Commodity contracts $ (1,247 ) $ (3,987 ) $ (13,477 ) $ 4,886 Interest rate swaps We have interest rate swaps which allow us to limit exposure to interest rate fluctuations. The swaps only apply to a portion of our outstanding debt and provide only partial mitigation of interest rate fluctuations. We have not designated the swaps as hedges, as such, changes in the fair value of the swaps are recorded through current period earnings as a component of interest expense. At September 30, 2018 and December 31, 2017 , we had interest rate swaps with notional values of $524.3 million and $491.1 million , respectively. At September 30, 2018 , the fair value of our interest rate swaps was $0.2 million which was reported within “other current assets” in our condensed consolidated balance sheet. At December 31, 2017 , the fair value of our interest rate swaps was $1.2 million which was reported within “other current liabilities” in our condensed consolidated balance sheet. For the three months ended September 30, 2018 and 2017 , we recognized realized and unrealized losses of $0.3 million and $0.6 million related to interest rate swaps, respectively. For the nine months ended September 30, 2018 and 2017 , we recognized realized and unrealized gains of $1.5 million and $0.6 million related to interest rate swaps, respectively. Foreign currency forwards We have foreign currency forwards primarily to purchase Canadian dollars to limit exposure to foreign currency rate fluctuations for capital contributions to our SemCAMS segment primarily to fund capital projects. We have not designated the forwards as hedges; therefore, changes in the fair value of the forwards are recorded through current period earnings as a component of foreign currency transaction gains and losses. At September 30, 2018 and December 31, 2017 , we had foreign currency forwards with notional values of $73.9 million and $197.7 million , respectively. At September 30, 2018 , the fair value of our foreign currency forwards was $1.0 million , which is reported within "other current liabilities" in our condensed consolidated balance sheet. At December 31, 2017 , the fair value of our foreign currency forwards was $2.6 million , which is reported within "other current assets" and “other noncurrent assets” in our condensed consolidated balance sheet. For the three months ended September 30, 2018 , we recognized realized and unrealized gains of $1.0 million related to foreign currency forwards. For the nine months ended September 30, 2018 , we recognized realized and unrealized losses of $5.5 million related to foreign currency forwards. For the three months and nine months ended September 30, 2017 , there were no foreign currency forwards outstanding. Concentrations of risk During the three months ended September 30, 2018 , two customers, primarily of our Crude Supply and Logistics segment, accounted for more than 10% of our consolidated revenue with revenues of $147.1 million . One third-party supplier primarily of our Crude Supply and Logistics segment accounted for more than 10% of our consolidated costs of products sold with purchases of $64.1 million . During the nine months ended September 30, 2018 , one customer, primarily of our Crude Supply and Logistics segment, accounted for more than 10% of our consolidated revenue with revenues of $492.5 million . One third-party supplier of our Crude Supply and Logistics segment accounted for more than 10% of our consolidated costs of products sold with purchases of $158.1 million . At September 30, 2018 , two third-party customers, primarily of our Crude Supply and Logistics segment, accounted for approximately 25% |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The effective tax rate was (47)% and 66% for the three months ended September 30, 2018 and 2017, respectively. The effective tax rate was (159)% and 63% for the nine months ended September 30, 2018 and 2017, respectively. The rate for the nine months ended September 30, 2018 is impacted by a discrete tax expense related to the vesting of restricted stock in the amount of $1.7 million , a discrete tax expense of $10.0 million in Mexico on the sale of the 100% equity interest in our Mexican asphalt business, and a discrete tax expense of $2.7 million on the foreign tax deduction offset to branch deferreds on the sale of our U.K. operations. The rate is also affected by the U.S. deduction for foreign taxes. The rate for the nine months ended September 30, 2017, is impacted by a discrete tax expense related to the vesting of restricted stock in the amount of $1.4 million . Significant items that impacted the effective tax rate for each period, as compared to the U.S. federal statutory rate of 21% , include earnings in foreign jurisdictions taxed at different rates and foreign earnings taxed in foreign jurisdictions as well as in the U.S., since they are disregarded entities for U.S. federal income tax purposes. These combined factors, and the magnitude of the permanent items impacting the tax rate relative to income from continuing operations before income taxes, result in rates that are not comparable between the periods. We have a valuation allowance on a small portion of our state net operating loss carryovers with shorter carryover periods and a foreign tax credit carryover generated in tax years prior to 2014. We have not released the valuation allowance on the foreign tax credits due to the foreign tax credit limitation and the relative subjectivity of forecasts of the relational magnitude of U.S. and foreign taxable income in future periods, as well as the shorter carryover period available for the credits. Deferred tax assets are reduced by a valuation allowance when a determination is made that it is more likely than not that some, or all, of the deferred tax assets will not be realized based on the weight of all available evidence. Evidence which is objectively verifiable carries a higher weight in the analysis. The ultimate realization of deferred tax assets is dependent upon the existence of sufficient taxable income of the appropriate character within the carryback and carryforward period available under the tax law. Sources of taxable income include future reversals of existing taxable temporary differences, future earnings and available tax planning strategies. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Our long-term debt consisted of the following (dollars in thousands): Interest rate at September 30, 2018 September 30, December 31, Senior unsecured notes due 2022 5.625% $ 400,000 $ 400,000 Senior unsecured notes due 2023 5.625% 350,000 350,000 Senior unsecured notes due 2025 6.375% 325,000 325,000 Senior unsecured notes due 2026 7.250% 300,000 300,000 SemGroup $1.0 billion corporate revolving credit facility (1) Alternate base rate borrowings 7.000% 85,000 — Eurodollar borrowings 4.871% 375,000 131,000 HFOTCO acquisition final payment — 565,868 HFOTCO term loan B (2) 5.000% 598,500 532,125 HFOTCO tax exempt notes payable due 2050 3.198% 225,000 225,000 HFOTCO $75 million revolving credit facility — 60,000 Capital leases — 25 Unamortized premium (discount) and debt issuance costs, net (33,014 ) (30,398 ) Total long-term debt, net 2,625,486 2,858,620 Less: current portion of long-term debt 6,000 5,525 Noncurrent portion of long-term debt, net $ 2,619,486 $ 2,853,095 (1) SemGroup $1.0 billion corporate revolving credit facility matures on March 15, 2021. (2) HFOTCO term loan B is due in quarterly installments of $1.5 million with a final payment due on June 26, 2025. HFOTCO credit agreement On June 26, 2018, HFOTCO and Buffalo Gulf Coast Terminals LLC ("BGCT") entered into an Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”). Pursuant to the Amendment and Restatement Agreement, the HFOTCO credit agreement was amended and restated in its entirety (as so amended and restated, the “Restated HFOTCO Credit Agreement”). The Restated HFOTCO Credit Agreement increases the aggregate term loans incurred thereunder to $600 million , terminates the HFOTCO $75.0 million revolving credit facility, and extends the maturity date of the term loans to June 26, 2025 (the “Maturity Date”). In addition, HFOTCO may incur additional term loans in an aggregate amount not to exceed the greater of $120 million and a measure of HFOTCO’s EBITDA, defined in the credit agreement, at the time of determination, plus additional amounts subject to satisfaction of certain leverage-based criteria, subject to receiving commitments for such additional term loans from either new lenders or increased commitments from existing lenders. The term loan B was issued at a discount of $1.5 million . At HFOTCO’s option, the term loans will bear interest at the Eurodollar rate or an alternate base rate (“ABR”), plus, in each case, an applicable margin of 2.75% relating to any term loans accruing interest at the Eurodollar rate and 1.75% relating to term loans accruing interest at ABR. The Restated HFOTCO Credit Agreement includes customary representations and warranties and affirmative and negative covenants, which were made only for the purposes of the Restated HFOTCO Credit Agreement and as of the specific date (or dates) set forth therein, and may be subject to certain limitations as agreed upon by the contracting parties, and apply only to BGCT, HFOTCO and any subsidiaries of HFOTCO party to the Restated HFOTCO Credit Agreement. Such limitations include the creation of new liens, indebtedness, making of certain restricted payments and payments on indebtedness, making certain dispositions, making material changes in business activities, making fundamental changes including liquidations, mergers or consolidations, making certain investments, entering into certain transactions with affiliates, making amendments to material agreements, modifying the fiscal year, dealing with hazardous materials in certain ways, entering into certain hedging arrangements, entering into certain restrictive agreements, and funding or engaging in sanctioned activities. The Restated HFOTCO Credit Agreement includes customary events of default, including events of default relating to inaccuracy of representations and warranties in any material respect when made or when deemed made, non-payment of principal and other amounts owing under the Restated HFOTCO Credit Agreement, including, in respect of, violation of covenants, cross acceleration to any material indebtedness of BGCT, HFOTCO and its subsidiaries, bankruptcy and insolvency events, certain unsatisfied judgments, certain ERISA events, certain invalidities of loan documents and the occurrence of a change of control. A default under the Restated HFOTCO Credit Agreement would permit the participating banks to require immediate repayment of any outstanding loans with interest and any unpaid accrued fees, and subject to intercreditor arrangements with the holders of the HFOTCO tax exempt notes payable, exercise other rights and remedies. HFOTCO acquisition final payment On April 17, 2018 , we made the final payment related to the HFOTCO acquisition in the amount of $579.6 million . The payment was funded through revolving credit facility borrowings and cash on hand. Pledges and guarantees Our senior unsecured notes are guaranteed by certain subsidiaries. See Note 16 for additional information. Our $1.0 billion corporate revolving credit facility is guaranteed by all of SemGroup’s material wholly-owned domestic subsidiaries, with the exception of Maurepas Pipeline LLC and HFOTCO, and secured by a lien on substantially all of the property and assets of SemGroup Corporation and the other loan parties, subject to customary exceptions. The HFOTCO term loan B and HFOTCO tax exempt notes payable are secured by substantially all of the assets of HFOTCO and its immediate parent, BGCT. The HFOTCO tax exempt notes payable have a priority position over the HFOTCO term loan B. Letters of credit We had the following outstanding letters of credit at September 30, 2018 (dollars in thousands): SemGroup $1.0 billion revolving credit facility 2.75% $ 28,335 Secured bi-lateral (1) 1.75% $ 47,501 (1) Secured bi-lateral letters of credit are external to the SemGroup $1.0 billion revolving credit facility and do not reduce availability for borrowing on the credit facility. Capitalized interest During the nine months ended September 30, 2018 and 2017 , we capitalized interest of $9.6 million and $15.4 million , respectively. Fair value We estimate the fair value of our senior unsecured notes based on unadjusted, transacted market prices near the measurement date. Our other long-term debts are estimated to be carried at fair value as a result of the recent timing of borrowings or rate resets. We estimate the fair value of our consolidated long-term debt, including current maturities, to be approximately $2.6 billion at September 30, 2018 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Environmental We may, from time to time, experience leaks of petroleum products from our facilities and, as a result of which, we may incur remediation obligations or property damage claims. In addition, we are subject to numerous environmental regulations. Failure to comply with these regulations could result in the assessment of fines or penalties by regulatory authorities. The Kansas Department of Health and Environment (the “KDHE”) initiated discussions during our bankruptcy proceeding regarding six of our sites in Kansas ( five owned by Crude Transportation and one owned by SemGas) that KDHE believed, based on their historical use, may have had soil or groundwater contamination in excess of state standards. KDHE sought our agreement to undertake assessments of these sites to determine whether they are contaminated. We reached an agreement with KDHE on this matter and entered into a Consent Agreement and Final Order with KDHE to conduct environmental assessments on the sites and to pay KDHE’s costs associated with their oversight of this matter. We have conducted Phase II investigations at all sites. Four sites are in various stages of follow-up investigation, remediation, monitoring, or closure under KDHE oversight. The environmental work at these sites is being completed under consent orders between Rose Rock Midstream Crude, L.P. and the KDHE. Two of the remaining sites have limited impacts to shallow soil and groundwater and the groundwater is currently being monitored on a semi-annual basis until such time that closure can be granted by the KDHE. No active remediation is anticipated for these two sites. The final two sites have required additional investigation and soil and groundwater remediation may be necessary to achieve KDHE closure. We do not anticipate any penalties or fines for these historical sites. Other matters We are party to various other claims, legal actions and complaints arising in the ordinary course of business. In the opinion of our management, the ultimate resolution of these claims, legal actions and complaints, after consideration of amounts accrued, insurance coverage and other arrangements, will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, the outcome of such matters is inherently uncertain, and estimates of our consolidated liabilities may change materially as circumstances develop. Asset retirement obligations We will be required to incur significant removal and restoration costs when we retire our natural gas gathering and processing facilities in Canada. At September 30, 2018 , we have an asset retirement obligation liability of $21.2 million , which is included within other noncurrent liabilities on our condensed consolidated balance sheets. This amount was calculated using the $128.9 million cost we estimate we would incur to retire these facilities, discounted based on our risk-adjusted cost of borrowing and the estimated timing of remediation. The calculation of the liability for an asset retirement obligation requires the use of significant estimates, including those related to the length of time before the assets will be retired, cost inflation over the assumed life of the assets, actual remediation activities to be required, and the rate at which such obligations should be discounted. Future changes in these estimates could result in material changes in the value of the recorded liability. In addition, future changes in laws or regulations could require us to record additional asset retirement obligations. Our other segments may also be subject to removal and restoration costs upon retirement of their facilities. However, we are unable to predict when, or if, our pipelines, storage tanks and other facilities would become completely obsolete and require decommissioning. Accordingly, we have not recorded a liability or corresponding asset, as both the amount and timing of such potential future costs are indeterminable. Purchase and sale commitments We routinely enter into agreements to purchase and sell petroleum products at specified future dates. We account for derivatives at fair value with the exception of commitments that have been designated as normal purchases and sales for which we do not record assets or liabilities related to these agreements until the product is purchased or sold. At September 30, 2018 , such commitments included the following (in thousands): Volume (Barrels) Value Fixed price purchases 1,469 $ 102,956 Fixed price sales 1,469 $ 102,801 Floating price purchases 8,506 $ 632,046 Floating price sales 12,225 $ 728,646 Certain 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). Our SemGas segment has a take-or-pay contractual obligation related to the fractionation of natural gas liquids through June 2023. The approximate amount of future obligation is as follows (in thousands): For year ending: December 31, 2018 $ 2,720 December 31, 2019 9,783 December 31, 2020 9,063 December 31, 2021 7,337 December 31, 2022 6,905 Thereafter 2,854 Total expected future payments $ 38,662 SemGas also enters into contracts under which we are responsible for marketing the majority of the gas and natural gas liquids produced by the counterparties to the agreements. The majority of SemGas’ revenues were generated from such contracts. Our Crude Supply and Logistics segment has minimum volume commitments for pipeline transportation of crude oil. The approximate amount of future obligations is as follows (in thousands): For year ending: December 31, 2018 $ 5,449 December 31, 2019 21,865 December 31, 2020 19,751 December 31, 2021 12,976 December 31, 2022 13,231 Thereafter 20,312 Total expected future payments $ 93,584 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
EQUITY | EQUITY Equity issuances During the nine months ended September 30, 2018 , 53,757 shares under the Employee Stock Purchase Plan were issued and 199,064 shares related to our equity-based compensation awards vested. On October 22, 2018, Maurepas Pipeline, LLC, a subsidiary of SemGroup, sold Class B shares representing a 49% ownership interest to Alinda Capital Partners (“Alinda”) for $350 million , subject to customary post-closing adjustments. The Class B shares provide Alinda with a $2.2 million monthly preference on distributions. The Class B shares are convertible to Class A shares of Maurepas Pipeline, LLC at Alinda’s option anytime after the second anniversary of closing. SemGroup has a call option to repurchase Alinda’s shares prior to the fifth anniversary of closing for a fixed amount of $350 million plus 1% per annum, subject to a 24 month non-call period. The Class B shares provide Alinda with two out of five seats on the Board of Managers of Maurepas Pipeline, LLC and certain protective rights. The Class B shares will be reported as a noncontrolling interest in our consolidated financial statements. Equity-based compensation At September 30, 2018 , there were 1,414,780 unvested shares that have been granted under our director and employee compensation programs. The par value of these shares is not reflected in common stock on the condensed consolidated balance sheets, as these shares have not yet vested. For certain of the awards, the number of shares that will vest is contingent upon our achievement of certain specified targets. If we meet the specified maximum targets, approximately 570,000 additional shares could vest. The holders of certain restricted stock awards are entitled to equivalent dividends (“UDs”) to be received upon vesting of the related restricted stock awards and will be settled in cash. At September 30, 2018 , the value of the UDs to be settled in cash related to unvested restricted stock awards was approximately $2.4 million . During the nine months ended September 30, 2018 , we granted 687,470 restricted stock awards with a weighted average grant date fair value of $22.61 per award. Common Stock Dividends The following table sets forth the quarterly common stock dividends per share declared and/or paid to shareholders for the periods indicated: Quarter Ending Dividend Per Share Date of Record Date Paid March 31, 2017 $ 0.45 March 7, 2017 March 17, 2017 June 30, 2017 $ 0.45 May 15, 2017 May 26, 2017 September 30, 2017 $ 0.45 August 18, 2017 August 28, 2017 December 31, 2017 $ 0.45 November 20, 2017 December 1, 2017 March 31, 2018 $ 0.4725 March 9, 2018 March 19, 2018 June 30, 2018 $ 0.4725 May 16, 2018 May 25, 2018 September 30, 2018 $ 0.4725 August 20, 2018 August 29, 2018 December 31, 2018 $ 0.4725 November 16, 2018 November 26, 2018 |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2018 | |
Preferred Stock [Abstract] | |
Preferred Stock [Text Block] | REDEEMABLE PREFERRED STOCK On January 19, 2018 (the “Issue Date”), we issued and sold to WP SemGroup Holdings L.P. (“Warburg”) and certain other investors an aggregate of 350,000 shares of Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”), convertible into 10,606,061 shares (subject to adjustment) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), for a cash purchase price of $1,000 per share of Preferred Stock and aggregate gross proceeds to the Company of $350,000,000 , which proceeds were utilized (i) to repay amounts borrowed under the Company’s revolving credit facility, (ii) to fund growth capital expenditures and (iii) for general corporate purposes. The Preferred Stock was recorded on our condensed consolidated balance sheets net of $7.7 million of issuance costs. The Preferred Stock is a new class of equity security that ranks senior to the Common Stock with respect to distribution rights and rights upon liquidation. Subject to certain exceptions, so long as any Preferred Stock remains outstanding, no dividend or distribution will be declared or paid on, and no redemption or repurchase will be agreed to or consummated of, stock on a parity with the Preferred Stock (“Parity Stock”), Common Stock or any other shares of stock junior to the Preferred Stock, unless all accumulated and unpaid dividends for all preceding full fiscal quarters have been declared and paid with respect to the Preferred Stock. In addition, no dividend or distribution or redemption or repurchase shall be paid on Parity Stock, Common Stock or any other shares of stock junior to the Preferred Stock for any period unless the Preferred Stock has been paid full cash dividends in respect of the same period; provided, however, that the Company may pay dividends on Common Stock in respect of any fiscal quarter ending on or prior to June 30, 2020 (the “PIK Period”). The holders of Preferred Stock (the “Holders”) will receive quarterly distributions equal to an annual rate of 7.0% ( $70.00 per share annualized) of $1,000 per share of Preferred Stock, subject to certain adjustments (the “Liquidation Preference”). With respect to any quarter ending on or prior to the PIK Period, the Company may elect, in lieu of paying a distribution in cash, to have the amount that would have been payable if such dividend had been paid in cash added to the Liquidation Preference. On or after the eighteen month anniversary of the Issue Date, the Holders may convert their Preferred Stock into a number of shares of Common Stock equal to, per share of Preferred Stock, the quotient of the Liquidation Preference divided by $33.00 (the “Conversion Price”), subject to certain adjustments including customary anti-dilution adjustments (such quotient, the “Conversion Rate”). Holders may elect to convert the Preferred Stock, in whole or in part, so long as the aggregate value of Common Stock to be issued pursuant to such partial conversion is not for less than $50,000,000 or a lesser amount if such conversion relates to all of a Holder’s remaining Preferred Stock. On or after the three year anniversary of the Issue Date, if the Holders have not elected to convert all of their shares of Preferred Stock, the Company may cause the outstanding Preferred Stock to be converted into a number of shares of Common Stock equal to, per share of Preferred Stock, the quotient of the Liquidation Preference divided by the Conversion Price, subject to certain adjustments including customary anti-dilution adjustments; provided, that in order for the Company to exercise such conversion right, the closing sale price of the Common Stock during a designated period be greater than or equal to $47.85 , the resale of the shares of Common Stock issuable upon conversion shall be registered and available for resale by the Holders pursuant to a registration statement declared effective by the SEC covering such resales, the Common Stock is listed on a national securities exchange, and certain average daily trading volume minimum requirements are met. The Company may elect to convert the Preferred Stock, in whole or in part, so long as the aggregate value of Common Stock to be issued pursuant to such partial conversion is not for less than $50,000,000 or such lesser amount if such conversion relates to the aggregate amount of all remaining Preferred Stock. Upon a change of control that involves consideration that is at least 90% cash, Holders are required to convert their shares of Preferred Stock into Common Stock at a rate equal to the greater of (i) the product of the Conversion Rate and the quotient of (a) the product of the Conversion Price and the Cash Change of Control Conversion Premium (as defined below), divided by (b) the average volume weighted average price of the Common Stock during a designated period and (ii) the Conversion Rate otherwise in effect at such time. The “Cash Change of Control Conversion Premium” equals (i) on or prior to the first anniversary of the Issue Date, 130% , (ii) after the first anniversary of the Issue Date, but on or prior to the second anniversary of the Issue Date, 120% , (iii) after the second anniversary of the Issue Date, but on or prior to the third anniversary of the Issue Date, 105% , and (iv) thereafter, 101% . Upon a change of control that involves consideration that is less than 90% cash, Holders may elect to: (i) convert all, but not less than all, outstanding shares of Preferred Stock into Common Stock at the then-applicable Conversion Rate; (ii) except as described below, if the Company will not be the surviving person upon the consummation of such change of control, require the Company to use its commercially reasonable efforts to deliver to the Holders a security in the surviving person or the parent of the surviving person that has rights, preferences and privileges substantially similar to the Preferred Stock; provided, however, that, if the Company is unable to do so, such Holders shall be entitled to: (A) instead elect to convert shares of Preferred Stock pursuant to the mechanics described in clause (i) above or (B) require the Company to redeem all (but not less than all) of such Holder’s Preferred Stock at a price per share equal to 101% of the Liquidation Preference, with the redemption price being paid (at the Company’s option): (1) in cash or (2) in Common Stock; (iii) if the Company is the surviving person upon the consummation of such change of control, continue to hold such Holders’ shares of Preferred Stock; or (iv) require the Company to redeem all (but not less than all) of such Holder’s Preferred Stock at a cash price per share equal to the Liquidation Preference. At September 30, 2018 , a change in control is not considered probable. Holders shall be entitled to vote on all matters on which the holders of shares of Common Stock are entitled to vote and, except as otherwise provided in the Certificate of Incorporation, or by law, the Holders shall vote together with the holders of shares of Common Stock as a single class. Each Holder is entitled to a number of votes equal to the number of votes such Holder would have had if all shares of Preferred Stock held by such Holder had been converted into shares of Common Stock. So long as any Preferred Stock is outstanding, the affirmative vote or consent of the Holders of at least 66 2/3% of the outstanding Preferred Stock, voting together as a separate class, will be necessary for effecting or validating: (i) any issuance of stock senior to the Preferred Stock, (ii) any issuance by the Company of Parity Stock, subject to certain exceptions described below, (iii) any repurchase by the Company of any Preferred Stock, other than on a pro rata basis among all Holders of Preferred Stock, (iv) any special, one-time dividend or distribution with respect to any class of junior stock and (v) any spinoff or other distribution of any equity securities or assets of any of the Company’s subsidiaries to its stockholders in which the consideration received by the Company in such transaction is less than fair market value, subject to certain exceptions. However, the foregoing rights of the Holders will not restrict any of the following actions, subject to certain terms: (i) the Company and any of its controlled affiliates entering into joint ventures with third parties, (ii) the issuance of securities, capital contributions or incurrence of intercompany indebtedness among the Company or any of its subsidiaries, or (iii) the issuance of securities, capital contributions or incurrence of intercompany indebtedness among the Company and any joint ventures, partnerships or other minority owned entities in which the Company or its subsidiaries have an equity or other interest, in each case, which exist as of the Issue Date. Notwithstanding the vote or consent of the Holders described above, after the Issue Date, the Company may issue certain amounts of Parity Stock without the approval of the Holders if: (A) the aggregate amount of such issuances is less than or equal to $250,000,000 (excluding the aggregate amount of any additional shares of Preferred Stock issued to Warburg); or (B) the aggregate initial purchase price of the then outstanding Preferred Stock is less than $100,000,000 . Prior to the first anniversary of the Issue Date, no Holder may transfer any Preferred Stock without the prior written consent of the Company. Prior to the second anniversary of the Issue Date, Holders and their affiliates are prohibited from directly or indirectly engaging in any short sales or other hedging transactions involving the Preferred Stock and Common Stock underlying such Holder’s Preferred Stock. For so long as Warburg and its affiliates collectively own 75% or more of the outstanding Preferred Stock acquired by Warburg and its affiliates on the Issue Date, the Company, prior to any issuance of Parity Stock, is required to provide Warburg with a reasonable opportunity to purchase all or any portion of such shares of Parity Stock to be issued by the Company on substantially the same terms offered to the other purchasers of such securities. The terms of the Preferred Stock purchase agreement (the “Purchase Agreement”) contains customary representations, warranties and covenants of the Company and the Purchasers made as of the date of the Purchase Agreement and as of the Issue Date, and the parties have agreed to indemnify each other against certain losses resulting from breaches of their respective representations, warranties and covenants. Pursuant to the Purchase Agreement, the Company has granted to Warburg, until Warburg no longer owns at least 50% of the Preferred Stock issued to Warburg and its affiliates on the Issue Date, certain rights to designate an observer (the “Board Observer”) to the board of directors of the Company (the “Board”), who shall have the right to attend full meetings of the Board (including any executive session and certain committees thereof) and receive such materials as other members of the Board receive. In addition, pursuant to the Purchase Agreement, the Company also granted Warburg and its affiliates rights to require the Company to file and maintain, subject to the penalties described in the Purchase Agreement, registration statements with respect to the resale of the Common Stock issuable upon conversion of the Preferred Stock. The Company is required to file or cause to be filed a registration statement (the “Preferred Registration Statement”) for the resale of registrable securities and is required to cause the Preferred Registration Statement to become effective no later than the eighteen month anniversary of the Issue Date. In certain circumstances, Warburg and its affiliates will have piggyback registration rights on offerings initiated by the Company or other persons who have been granted registration rights, and Warburg has the right to request two underwritten offerings upon certain terms and conditions set forth in the Purchase Agreement. Holders of registrable securities will cease to have registration rights under the Purchase Agreement on the earlier of (i) the second anniversary of the date on which shares Preferred Stock are first converted into shares of Common Stock and (ii) the date on which no registrable securities remain outstanding; provided, that the Company shall use reasonable best efforts to maintain the effectiveness of the Preferred Registration Statement during all periods in which Warburg (A) is deemed to be an affiliate of the Company pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or (B) together with its affiliates, owns more than 5% of the Company’s Common Stock (including Common Stock it would own on an as-converted basis). On May 25, 2018, we paid-in-kind a preferred stock dividend of $4.8 million , which was prorated for the period from January 19, 2018 to March 31, 2018. On August 29, 2018, we paid-in-kind a preferred stock dividend of $6.2 million . These dividends paid-in-kind increased the Liquidation Preference such that as of September 30, 2018, the Preferred Stock was convertible into 10,940,681 shares. On October 31, 2018, we declared a preferred stock dividend to be paid-in-kind of $6.3 million |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income(Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Accumulated Other Comprehensive Income [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents the changes in the components of accumulated other comprehensive loss for the periods shown (in thousands): Three Months Ended September 30, 2018 Currency Translation Employee Benefit Plans Total June 30, 2018 $ (26,668 ) $ (2,782 ) $ (29,450 ) Currency translation adjustment, net of income tax expense of $1,081 3,349 — 3,349 Changes related to benefit plans, net of income tax expense of $1 — 3 3 September 30, 2018 $ (23,319 ) $ (2,779 ) $ (26,098 ) Three Months Ended September 30, 2017 Currency Translation Employee Benefit Plans Total June 30, 2017 $ (56,469 ) $ (2,460 ) $ (58,929 ) Currency translation adjustment, net of income tax expense of $2,994 9,214 — 9,214 Changes related to benefit plans, net of income tax expense of $6 — 16 16 September 30, 2017 $ (47,255 ) $ (2,444 ) $ (49,699 ) Nine Months Ended September 30, 2018 Currency Translation Employee Benefit Plans Total December 31, 2017 $ (51,014 ) $ (2,787 ) $ (53,801 ) Currency translation adjustment, net of income tax benefit of $6,992 (21,651 ) — (21,651 ) Currency translation adjustment reclassified to gain on disposal, net of income tax expense of $15,935 49,346 — 49,346 Changes related to benefit plans, net of income tax expense of $2 — 8 8 September 30, 2018 $ (23,319 ) $ (2,779 ) $ (26,098 ) Nine Months Ended September 30, 2017 Currency Translation Employee Benefit Plans Total December 31, 2016 $ (71,425 ) $ (2,489 ) $ (73,914 ) Currency translation adjustment, net of income tax expense of 12,110 24,170 — 24,170 Changes related to benefit plans, net of income tax expense of $17 — 45 45 September 30, 2017 $ (47,255 ) $ (2,444 ) $ (49,699 ) |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | REVENUE FROM CONTRACTS WITH CUSTOMERS We provide gathering, transportation, storage, distribution, marketing and other midstream services primarily to producers, refiners of petroleum products and other market participants located in the Gulf Coast, Midwest and Rocky Mountain regions of the United States of America (the “U.S.”) and Western Canada. In general, we recognize service revenue as the service is performed (“over time”) and product sales revenues are recognized when control of the product transfers to the customer (“point in time”). Our revenue from contracts with customers are disaggregated by segment as follows: Crude Transportation • Crude Transportation generates revenue by providing crude oil pipeline and truck transportation services to customers under fee-based contractual arrangements generally based on units of volume transported. In some instances fees are fixed and not dependent on usage, such as take-or-pay arrangements. Crude Facilities • Crude Facilities generates revenue by providing crude oil storage and terminalling services primarily to customers at the Cushing Hub under fee-based contractual arrangements that, in some instances are fixed and not dependent on usage. Pump-over and unloading fees are based on per volume fees for units delivered or withdrawn. Crude Supply and Logistics • Crude Supply and Logistics performs marketing activities including purchasing crude oil for its own account from producers and aggregators and selling to traders and refiners under contracts generally with initial terms of less than one year. Revenue is recognized based on market prices at the time the commodities are sold. In certain transactions, we purchase inventory from, and sell inventory to, the same counterparty. Such transactions that are entered into in contemplation of one another are recorded on a net basis. HFOTCO • HFOTCO generates revenue by providing storage and terminalling services to customers in the Houston Ship Channel. These contractual arrangements typically include fixed take-or-pay fees related to provision of storage and throughput capacity and usage based charges for pump-over, heating, berthing and excess throughput volumes. • HFOTCO also generates revenue from leases of certain land, tanks and a barge dock, which are accounted for as a direct financing lease and are outside of the scope of ASC 606. SemGas • SemGas generates revenue by providing natural gas and natural gas liquids gathering and processing services to customers based on agreements that are a combination of percent of proceeds and fee-based contracts. Initial contract terms can range from monthly and interruptible to the life of the reserves and, upon expiration, continue to renew on a month-to-month or year-to-year evergreen basis. SemGas’ customers include producers, operators, marketers and traders. Gathering and processing fees are generally based on per volume fees. Product sales revenue is generated from the sale of NGLs and residue gas arising from processing at prevailing market prices. SemCAMS • SemCAMS generates revenue from its processing plants through volumetric fees for services under contractual arrangements with working interest owners and third-party customers and the pass through of certain operating costs. Pass-through cost recoveries are reported as "Other revenue" in the consolidated statements of operations and comprehensive income (loss). SemCAMS also derives revenue as the owner and operator of pipeline gathering systems that gather gas from multiple wells located in the same production unit and as the owner and operator of pipeline transportation systems that deliver the gathered gas to its processing plant. SemCAMS’ customers include producers of varying sizes. To support operations at our plants, several producers have committed to process all of their current and future natural gas production. Corporate and Other • Corporate and Other is not an operating segment, but contains the results of operations for our former Mexican asphalt business and U.K. storage business, which are not significant components of our business. Key areas of judgment Take or pay Contracts with take-or-pay provisions are recognized over time as the customer simultaneously receives and consumes the benefit of available capacity. Payments made for unused take-or-pay capacity, which allow the customer to carryforward a portion of the unused capacity to future periods, are deferred until it becomes unlikely that the capacity will be used prior to contract expiration. Determining when, or if, the capacity will be used requires judgment. Percentage of proceeds Contracts with percentage of proceeds terms typically involve the receipt of natural gas at the wellhead and include gathering, processing and marketing of the resulting NGLs and residue gas with SemGroup retaining a portion of the proceeds from the ultimate sale to a third-party. The terms of these agreements include various gathering and processing fees. The determination of whether the transaction is a purchase at the wellhead by SemGroup with gathering and processing performed on our own account or whether the transaction represents gathering and processing as a service provided to the producer by SemGroup with a purchase and sale of processed gas at the completion of the service, requires judgment and is impacted by when control of the underlying commodity has been deemed to move from the producer to the processor. This determination impacts whether gathering and processing fees are recorded as reductions to cost of sales or recorded as service revenue. Principal vs. agent We engage in various types of transactions where we perform marketing activities for producers, such as our percentage of proceeds contracts, or transactions where costs are incurred and reimbursed by customers or other owners in facilities, such as SemCAMS' pass-through costs. These types of transactions require judgment to determine whether we are the principal or an agent in the transaction and as a result whether revenues are recorded gross or net. Non-cash consideration SemGroup receives commodities from its customers in the form of plant and field fuel, pipeline loss allowance and retention of drip liquids. The purpose of the receipt of these commodities is to keep the Company whole in the case of minor operational usage or loss of product and is not intended as a consideration for services performed. Therefore, the receipt of these commodities does not represent consideration and is not recorded as revenue. Any net retention of commodities in excess of actual losses is recorded in inventory and recognized as revenue when sold. Tiered pricing and material rights We have certain contracts that provide customers with rates that reduce incrementally as volumes increase beyond certain thresholds. These types of agreements require judgment to determine if the option for the customer to acquire additional services constitutes a material right that the customer would not receive without entering into the contract, e.g. the discount exceeds the range of discounts typically given. If it is determined that a material right exists, a portion of the revenue is allocated to that right at contract inception and recognized as revenue as the option for additional services is exercised or when the option expires. In contrast, if it is concluded that the option to acquire additional services reflects standalone selling price, this would constitute a marketing offer and not a material right. Disaggregated revenue Our revenue is disaggregated by segment and by activity below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Crude Transportation Pipeline transportation $ 22,438 $ 12,497 $ 66,225 $ 25,124 Truck transportation 12,501 15,315 38,469 44,141 Crude Facilities Storage fees 7,182 7,484 22,191 22,548 Service fees 4,306 4,136 14,240 13,528 Crude Supply and Logistics Product sales 434,591 339,874 1,259,709 928,664 HFOTCO Storage fees 36,263 27,363 101,247 27,363 Service fees 9,528 4,665 26,105 4,665 Lease revenue 3,937 2,647 12,517 2,647 SemGas Product sales 57,807 43,506 142,291 135,416 Service fees 18,668 12,741 52,453 40,882 SemCAMS Service fees 27,609 25,068 108,553 91,014 Other revenue 14,330 14,432 48,162 45,398 Corporate and Other Product sales — 42,303 31,319 109,511 Storage fees — 5,931 7,753 17,772 Service fees — 1,668 3,070 5,138 Intersegment eliminations (15,164 ) (13,708 ) (42,905 ) (38,700 ) Total revenue $ 633,996 $ 545,922 $ 1,891,399 $ 1,475,111 Remaining performance obligations Most of our service contracts are such that we have the right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date. Therefore, we are utilizing the practical expedient in ASC 606-10-55-18 under which we recognize revenue in the amount to which we have the right to invoice. Applying this practical expedient, we are not required to disclose the transaction price allocated to remaining performance obligations under these agreements. However, certain of our agreements, such as "take-or-pay" agreements, do not qualify for the practical expedient. The amount and timing of revenue recognition for such contracts is presented below (in thousands): 2018 2019 2020 2021 2022 Thereafter Expected timing of revenue recognized for remaining performance obligations $ 80,242 $ 256,782 $ 217,510 $ 173,283 $ 161,903 $ 1,387,769 For our product sales contracts, we have elected the practical expedient set out in ASC 606-10-50-14A that states that we are not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these agreements, each unit of product represents a separate performance obligation and therefore future volumes are wholly unsatisfied and disclosure of transaction price allocated to remaining performance obligations is not required. Under product sales contracts, the variability arises as both volume and pricing (typically index based) are not known until the product is delivered. Receivables from contracts with customers Accounts receivable, net on the condensed consolidated balance sheets represents current receivables from contracts with customers. Certain noncurrent receivables from contracts with customers are included in “other noncurrent assets” on the condensed consolidated balance sheets. These amounts are accruals to recognize revenue for performance to date related to customer deficiencies on minimum volume commitments with make-up rights for which the use of the make-up rights are not probable due to capacity constraints or other factors. Therefore, we have accrued the amount for which no future performance by SemGroup will be required, but for which we do not have a present right to bill the customer until the end of the contract. The balance of noncurrent receivables from customer contracts was (in thousands): September 30, December 31, Noncurrent receivables $ 10,368 $ — Noncurrent receivables for the transactions described above were not recorded prior to the adoption of ASC 606 as our policy was to defer recognition of deficiencies with make-up rights until the contractual make-up rights expired. Deferred revenue We record deferred revenue when we have received a payment in advance of delivering a product or performing a service. For the three months and nine months ended September 30, 2018 , we recognized $0.4 million and $3.6 million , respectively, of revenue which was included in deferred revenue at the beginning of the period. Costs to obtain or fulfill a contract Unless material, we expense costs to obtain or fulfill a contract in the period incurred. At September 30, 2018 , we had contract assets of $9.5 million related to costs incurred to obtain contracts which had been expensed as incurred under previous guidance. These costs are reported within “other noncurrent assets” on the condensed consolidated balance sheets and are being amortized straight-line over the 25 |
Segments
Segments | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS Our businesses are organized based on the nature and location of the services they provide. Certain summarized information related to our reportable segments is shown in the tables below. None of the operating segments have been aggregated. Although Corporate and Other does not represent an operating segment, it is included in the tables below to reconcile segment information to that of the consolidated Company. Prior period segment disclosures have been recast to include the former SemMexico and SemLogistics segments within Corporate and Other, as these businesses are no longer significant and are not expected to be significant in the future. These businesses were sold during the nine months ended September 30, 2018 . Eliminations of transactions between segments are also included within Corporate and Other in the tables below. During the fourth quarter of 2017, we changed our definition of segment profit to focus on the results of each segment exclusive of general and administrative costs and related overhead allocations. Segment Profit is defined as revenue, less cost of products sold (exclusive of depreciation and amortization) and operating expenses, plus equity earnings and is adjusted to remove unrealized gains and losses on commodity derivatives and to reflect equity earnings on an earnings before interest, taxes and depreciation and amortization (“EBITDA”) basis. Reflecting equity earnings on an EBITDA basis is achieved by adjusting equity earnings to exclude our percentage of interest, taxes, depreciation and amortization from equity earnings for operated equity method investees. For our investment in NGL Energy, we exclude equity earnings and include cash distributions received. Prior period segment profit has been recast to be consistent with the revised definition. The accounting policies of each segment are the same as the accounting policies of the consolidated Company. Transactions between segments are generally recorded based on prices negotiated between the segments. Our results by segment are presented in the tables below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues: Crude Transportation External $ 27,309 $ 18,824 $ 82,025 $ 46,822 Intersegment 7,630 8,988 22,669 22,443 Crude Facilities External 8,657 9,053 27,762 28,513 Intersegment 2,831 2,567 8,669 7,563 Crude Supply and Logistics External 434,591 339,874 1,259,709 928,664 HFOTCO External 49,728 34,675 139,869 34,675 SemGas External 71,772 54,095 183,177 167,605 Intersegment 4,703 2,152 11,567 8,693 SemCAMS External 41,939 39,500 156,715 136,412 Corporate and Other External — 49,902 42,142 132,421 Intersegment (15,164 ) (13,708 ) (42,905 ) (38,700 ) Total Revenues $ 633,996 $ 545,922 $ 1,891,399 $ 1,475,111 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Earnings from equity method investments: Crude Transportation $ 14,546 $ 17,372 $ 41,489 $ 52,207 Corporate and Other (18 ) (5 ) 4 4 Total earnings from equity method investments $ 14,528 $ 17,367 $ 41,493 $ 52,211 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Depreciation and amortization: Crude Transportation $ 12,802 $ 11,170 $ 38,331 $ 23,595 Crude Facilities 2,170 2,058 6,455 6,024 Crude Supply and Logistics 217 103 608 243 HFOTCO 21,575 19,300 60,373 19,300 SemGas 10,837 9,114 32,107 27,140 SemCAMS 5,250 4,727 15,752 13,657 Corporate and Other 747 3,663 2,263 10,377 Total depreciation and amortization $ 53,598 $ 50,135 $ 155,889 $ 100,336 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Income tax expense (benefit): HFOTCO $ 209 $ 166 $ 599 $ 166 SemCAMS 2,837 1,270 8,943 4,961 Corporate and Other (1) (5,743 ) (38,685 ) 7,231 (38,656 ) Total income tax expense (benefit) $ (2,697 ) $ (37,249 ) $ 16,773 $ (33,529 ) (1) Corporate and Other includes the impact of intra-period tax allocation. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Segment profit: Crude Transportation $ 38,135 $ 34,585 $ 110,310 $ 91,864 Crude Facilities 8,209 8,806 27,233 27,851 Crude Supply and Logistics (7,005 ) (1,693 ) (15,547 ) (6,294 ) HFOTCO 36,161 28,504 101,953 28,504 SemGas 19,754 15,555 49,468 53,266 SemCAMS 20,543 16,704 64,104 52,606 Corporate and Other (913 ) 8,421 9,878 25,084 Total segment profit $ 114,884 $ 110,882 $ 347,399 $ 272,881 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Reconciliation of segment profit to net income (loss): Total segment profit $ 114,884 $ 110,882 $ 347,399 $ 272,881 Less: Adjustment to reflect equity earnings on an EBITDA basis 4,926 6,678 14,695 20,079 Net unrealized loss (gain) related to commodity derivative instruments (4,860 ) 1,833 1,775 932 General and administrative expense 21,904 38,389 71,267 86,920 Depreciation and amortization 53,598 50,135 155,889 100,336 Loss (gain) on disposal or impairment, net (383 ) 41,625 (2,125 ) 43,801 Interest expense 35,318 32,711 113,683 60,055 Loss on early extinguishment of debt — — — 19,930 Foreign currency transaction loss (gain) (983 ) (747 ) 4,625 (1,758 ) Other income, net (400 ) (3,390 ) (1,883 ) (4,116 ) Income tax expense (benefit) (2,697 ) (37,249 ) 16,773 (33,529 ) Net income (loss) $ 8,461 $ (19,103 ) $ (27,300 ) $ (19,769 ) September 30, December 31, Total assets (excluding intersegment receivables): Crude Transportation $ 1,019,010 $ 1,039,399 Crude Facilities 148,332 153,953 Crude Supply and Logistics 600,455 674,684 HFOTCO 2,033,840 2,003,298 SemGas 725,520 714,777 SemCAMS 672,471 518,900 Corporate and Other 98,147 271,806 Total assets $ 5,297,775 $ 5,376,817 September 30, December 31, Equity investments: Crude Transportation $ 258,098 $ 266,362 Corporate and Other 18,923 18,919 Total equity investments $ 277,021 $ 285,281 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share is based on net income (loss) attributable to common shareholders, which is calculated as net income (loss) less cumulative preferred stock dividends. Diluted earnings per share includes the dilutive effect of unvested equity compensation awards and the potential conversion of preferred stock, if dilutive. The following summarizes the calculation of basic earnings per share for the three months and nine months ended September 30, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Net income (loss) $ 8,461 $ (19,103 ) Less: cumulative preferred stock dividends 6,317 — Net income (loss) attributable to common shareholders $ 2,144 $ (19,103 ) Weighted average common stock outstanding 78,353 75,974 Basic income (loss) per share $ 0.03 $ (0.25 ) Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Net loss $ (27,300 ) $ (19,769 ) Less: cumulative preferred stock dividends 17,360 — Net loss attributable to common shareholders $ (44,660 ) $ (19,769 ) Weighted average common stock outstanding 78,290 69,149 Basic loss per share $ (0.57 ) $ (0.29 ) The following summarizes the calculation of diluted earnings per share for the three months and nine months ended September 30, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Net income (loss) $ 8,461 $ (19,103 ) Less: cumulative preferred stock dividends 6,317 — Net income (loss) attributable to common shareholders $ 2,144 $ (19,103 ) Weighted average common stock outstanding 78,353 75,974 Effect of dilutive securities 624 — Diluted weighted average common stock outstanding 78,977 75,974 Diluted income (loss) per share $ 0.03 $ (0.25 ) Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Net loss $ (27,300 ) $ (19,769 ) Less: cumulative preferred stock dividends 17,360 — Net loss attributable to common shareholders $ (44,660 ) $ (19,769 ) Weighted average common stock outstanding 78,290 69,149 Effect of dilutive securities — — Diluted weighted average common stock outstanding 78,290 69,149 Diluted loss per share $ (0.57 ) $ (0.29 ) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The following table summarizes the changes in the components of operating assets and liabilities shown on our condensed consolidated statements of cash flows (in thousands): Nine Months Ended September 30, 2018 2017 Decrease (increase) in restricted cash $ 33 $ 28 Decrease (increase) in accounts receivable (14,835 ) (36,203 ) Decrease (increase) in receivable from affiliates 793 19,924 Decrease (increase) in inventories 57,530 (28,297 ) Decrease (increase) in other current assets (4,007 ) (3,409 ) Decrease (increase) in other assets (3,131 ) (17,723 ) Increase (decrease) in accounts payable and accrued liabilities (37,453 ) 57,073 Increase (decrease) in payable to affiliates (5,619 ) (21,631 ) Increase (decrease) in other noncurrent liabilities (3,637 ) 7,370 $ (10,326 ) $ (22,868 ) Other supplemental disclosures We paid cash interest of $140.2 million and $58.6 million for the nine months ended September 30, 2018 and 2017 , respectively. We paid cash income taxes, net of refunds, of $15.3 million and $3.1 million for the nine months ended September 30, 2018 and 2017 , respectively. We incurred liabilities for capital expenditures that had not been paid of $55.9 million and $25.0 million as of September 30, 2018 and 2017 , respectively. Such amounts are not included in capital expenditures on the condensed consolidated statements of cash flows. We financed prepayments of insurance premiums of $7.2 million and $6.1 million for the nine months ended September 30, 2018 and 2017 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Transactions with NGL Energy and its subsidiaries primarily relate to crude oil marketing, leased storage and transportation services, including buy/sell transactions. Transactions with White Cliffs primarily relate to leased storage, purchases and sales of crude oil, transportation fees for shipments on the White Cliffs Pipeline, and management fees. In accordance with ASC 845-10-15, the buy/sell transactions with NGL Energy and White Cliffs were reported as revenue on a net basis in our condensed consolidated statements of operations and comprehensive income (loss) because the purchases of inventory and subsequent sales of the inventory were with the same counterparty and entered into in contemplation of one another. During the three months and nine months ended September 30, 2018 and 2017 , we generated the following transactions with related parties (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 NGL Energy Revenues $ 6,835 $ 15,652 $ 14,013 $ 40,368 Purchases $ 128 $ 12,414 $ 508 $ 29,562 White Cliffs Crude oil revenues $ — $ — $ — $ 436 Storage revenues $ 1,088 $ 1,087 $ 3,264 $ 3,263 Transportation fees $ 3,135 $ 3,111 $ 9,455 $ 8,152 Management fees $ 140 $ 133 $ 406 $ 387 Crude oil purchases $ 2,834 $ — $ 3,729 $ 8,616 |
Condensed Consolidating Guarant
Condensed Consolidating Guarantor Financial Statements (Notes) | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Consolidating Guarantor Financial Statements [Abstract] | |
Condensed Consolidating Guarantor Financial Statements [Text Block] | CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS Our senior unsecured notes are guaranteed by certain of our subsidiaries as follows: Rose Rock Finance Corporation, Rose Rock Midstream Operating, LLC, Rose Rock Midstream Energy GP, LLC, Rose Rock Midstream Crude, L.P., Rose Rock Midstream Field Services, LLC, SemGas, L.P., SemMaterials, L.P., SemGroup Europe Holding, L.L.C., SemOperating G.P., L.L.C., SemMexico, L.L.C., SemDevelopment, L.L.C., Mid-America Midstream Gas Services, L.L.C., SemCrude Pipeline, L.L.C., and Wattenberg Holding, LLC (collectively, the “Guarantors”). As of June 30, 2018, Beachhead Holdings LCC, Beachhead I LLC and Beachhead II LLC were added to the Guarantors and Glass Mountain Holding, LLC had been removed as a guarantor. Accordingly, prior period financial information below has been recast to reflect these changes. Each of the Guarantors is 100% owned by SemGroup Corporation (the “Parent”). Such guarantees of our senior unsecured notes are full and unconditional and constitute the joint and several obligations of the Guarantors. There are no significant restrictions upon the ability of the Parent or any of the Guarantors to obtain funds from its respective subsidiaries by dividend or loan. Distributions of cash flows from HFOTCO, a non-guarantor, are restricted by the existing indebtedness of HFOTCO. None of the assets of the Guarantors represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act. Unaudited condensed consolidating financial statements for the Parent, the Guarantors and non-guarantors as of September 30, 2018 and December 31, 2017 , and for the three months and nine months ended September 30, 2018 and 2017 , are presented on an equity method basis in the tables below (in thousands). Intercompany receivable and payable balances, including notes receivable and payable, are capital transactions primarily to facilitate the capital needs of our subsidiaries. As such, subsidiary intercompany balances have been reported as a reduction to equity on the condensed consolidating Guarantor balance sheets. The Parent’s net intercompany balance, including notes receivable, and investments in subsidiaries have been reported in equity method investments on the condensed consolidating Guarantor balance sheets. Intercompany transactions, such as daily cash management activities, have been reported as financing activities within the condensed consolidating Guarantor statements of cash flows. These balances are eliminated through consolidating adjustments below. Condensed Consolidating Guarantor Balance Sheets September 30, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 21,397 $ — $ 51,295 $ (2,704 ) $ 69,988 Accounts receivable 1 545,033 117,338 — 662,372 Receivable from affiliates 38 3 146 — 187 Inventories — 49,232 — — 49,232 Other current assets 5,672 9,321 4,327 — 19,320 Total current assets 27,108 603,589 173,106 (2,704 ) 801,099 Property, plant and equipment, net 7,014 1,003,593 2,440,149 — 3,450,756 Equity method investments 3,677,582 842,031 — (4,242,592 ) 277,021 Goodwill — — 257,302 — 257,302 Other intangible assets 6 121,633 251,800 — 373,439 Other noncurrent assets, net 36,859 3,262 98,037 — 138,158 Total assets $ 3,748,569 $ 2,574,108 $ 3,220,394 $ (4,245,296 ) $ 5,297,775 LIABILITIES, PREFERRED STOCK AND OWNERS’ EQUITY Current liabilities: Accounts payable $ 535 $ 493,015 $ 51,485 $ — $ 545,035 Payable to affiliates — 1,294 — — 1,294 Accrued liabilities 25,827 20,771 64,853 4 111,455 Other current liabilities 3,431 7,011 13,649 — 24,091 Total current liabilities 29,793 522,091 129,987 4 681,875 Long-term debt 1,806,432 6,459 813,054 (6,459 ) 2,619,486 Deferred income taxes 1,298 — 51,599 — 52,897 Other noncurrent liabilities 1,738 — 32,471 — 34,209 Commitments and contingencies Preferred stock 353,323 — — — 353,323 Total owners’ equity 1,555,985 2,045,558 2,193,283 (4,238,841 ) 1,555,985 Total liabilities, preferred stock and owners’ equity $ 3,748,569 $ 2,574,108 $ 3,220,394 $ (4,245,296 ) $ 5,297,775 December 31, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 32,457 $ — $ 69,872 $ (8,630 ) $ 93,699 Accounts receivable (9 ) 562,967 90,526 — 653,484 Receivable from affiliates 58 1,421 212 — 1,691 Inventories — 101,665 — — 101,665 Current assets held for sale — — 38,063 — 38,063 Other current assets 6,671 4,493 3,133 — 14,297 Total current assets 39,177 670,546 201,806 (8,630 ) 902,899 Property, plant and equipment, net 8,086 1,002,982 2,304,063 — 3,315,131 Equity method investments 3,085,274 2,110,299 — (4,910,292 ) 285,281 Goodwill — — 257,302 — 257,302 Other intangible assets 10 127,783 270,850 — 398,643 Other noncurrent assets, net 45,587 3,097 83,916 — 132,600 Noncurrent assets held for sale — — 84,961 — 84,961 Total assets $ 3,178,134 $ 3,914,707 $ 3,202,898 $ (4,918,922 ) $ 5,376,817 LIABILITIES AND OWNERS’ EQUITY Current liabilities: Accounts payable $ 646 $ 533,651 $ 53,601 $ — $ 587,898 Payable to affiliates 10 6,961 — — 6,971 Accrued liabilities 38,747 26,092 66,570 (2 ) 131,407 Current liabilities held for sale — — 23,847 — 23,847 Other current liabilities 1,922 5,532 8,984 — 16,438 Total current liabilities 41,325 572,236 153,002 (2 ) 766,561 Long-term debt 1,474,491 572,558 829,236 (23,190 ) 2,853,095 Deferred income taxes 1,892 — 44,693 — 46,585 Other noncurrent liabilities 2,061 — 36,434 — 38,495 Noncurrent liabilities held for sale — — 13,716 — 13,716 Commitments and contingencies Total owners’ equity 1,658,365 2,769,913 2,125,817 (4,895,730 ) 1,658,365 Total liabilities and owners’ equity $ 3,178,134 $ 3,914,707 $ 3,202,898 $ (4,918,922 ) $ 5,376,817 Condensed Consolidating Guarantor Statements of Operations Three Months Ended September 30, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 487,676 $ 17 $ — $ 487,693 Service — 39,692 88,148 — 127,840 Lease — — 3,937 — 3,937 Other — — 14,526 — 14,526 Total revenues — 527,368 106,628 — 633,996 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 468,841 30 — 468,871 Operating — 27,806 37,029 — 64,835 General and administrative 6,174 5,640 10,090 — 21,904 Depreciation and amortization 719 19,477 33,402 — 53,598 Loss (gain) on disposal or impairment, net 1,198 (1,581 ) — — (383 ) Total expenses 8,091 520,183 80,551 — 608,825 Earnings from equity method investments 28,555 21,966 — (35,993 ) 14,528 Operating income 20,464 29,151 26,077 (35,993 ) 39,699 Other expenses (income), net: Interest expense 19,341 10,400 5,577 — 35,318 Foreign currency transaction gain (961 ) — (22 ) — (983 ) Other income, net (40 ) (9 ) (351 ) — (400 ) Total other expenses, net 18,340 10,391 5,204 — 33,935 Income before income taxes 2,124 18,760 20,873 (35,993 ) 5,764 Income tax expense (benefit) (6,337 ) — 3,640 — (2,697 ) Net income 8,461 18,760 17,233 (35,993 ) 8,461 Other comprehensive income (loss), net of income taxes (6,111 ) 87 9,376 — 3,352 Comprehensive income $ 2,350 $ 18,847 $ 26,609 $ (35,993 ) $ 11,813 Three Months Ended September 30, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 381,228 $ 42,303 $ — $ 423,531 Service — 34,812 70,475 — 105,287 Lease — — 2,646 — 2,646 Other — — 14,458 — 14,458 Total revenues — 416,040 129,882 — 545,922 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 361,675 36,577 — 398,252 Operating — 28,645 34,021 — 62,666 General and administrative 18,970 5,556 13,863 — 38,389 Depreciation and amortization 610 17,580 31,945 — 50,135 Loss on disposal or impairment, net — 40,161 1,464 — 41,625 Total expenses 19,580 453,617 117,870 — 591,067 Earnings from equity method investments (26,856 ) 18,094 1,736 24,393 17,367 Operating income (46,436 ) (19,483 ) 13,748 24,393 (27,778 ) Other expenses (income), net: Interest expense 12,418 15,684 4,826 (217 ) 32,711 Foreign currency transaction gain — — (747 ) — (747 ) Other income, net (225 ) (8 ) (3,374 ) 217 (3,390 ) Total other expenses, net 12,193 15,676 705 — 28,574 Income (loss) before income taxes (58,629 ) (35,159 ) 13,043 24,393 (56,352 ) Income tax expense (benefit) (39,526 ) — 2,277 — (37,249 ) Net income (loss) (19,103 ) (35,159 ) 10,766 24,393 (19,103 ) Other comprehensive income (loss), net of income taxes (5,346 ) (193 ) 14,769 — 9,230 Comprehensive income (loss) $ (24,449 ) $ (35,352 ) $ 25,535 $ 24,393 $ (9,873 ) Nine Months Ended September 30, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 1,390,415 $ 31,336 $ — $ 1,421,751 Service — 118,304 290,395 — 408,699 Lease — — 12,517 — 12,517 Other — — 48,432 — 48,432 Total revenues — 1,508,719 382,680 — 1,891,399 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 1,350,821 26,271 — 1,377,092 Operating — 83,979 140,892 — 224,871 General and administrative 19,149 17,500 34,618 — 71,267 Depreciation and amortization 2,213 57,830 95,846 — 155,889 Loss (gain) on disposal or impairment, net 133,808 (152,634 ) 16,701 — (2,125 ) Total expenses 155,170 1,357,496 314,328 — 1,826,994 Earnings from equity method investments 188,136 50,947 — (197,590 ) 41,493 Operating income 32,966 202,170 68,352 (197,590 ) 105,898 Other expenses (income), net: Interest expense 50,582 45,931 17,410 (240 ) 113,683 Foreign currency transaction loss (gain) 5,505 147 (1,027 ) — 4,625 Other income, net (896 ) (17 ) (1,210 ) 240 (1,883 ) Total other expenses, net 55,191 46,061 15,173 — 116,425 Income (loss) before income taxes (22,225 ) 156,109 53,179 (197,590 ) (10,527 ) Income tax expense 5,075 — 11,698 — 16,773 Net income (loss) (27,300 ) 156,109 41,481 (197,590 ) (27,300 ) Other comprehensive income (loss), net of income taxes (16,202 ) 242 43,663 — 27,703 Comprehensive income (loss) $ (43,502 ) $ 156,351 $ 85,144 $ (197,590 ) $ 403 Nine Months Ended September 30, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 1,055,387 $ 109,511 $ — $ 1,164,898 Service — 110,411 151,556 — 261,967 Lease — — 2,646 — 2,646 Other — — 45,600 — 45,600 Total revenues — 1,165,798 309,313 — 1,475,111 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 993,838 93,519 — 1,087,357 Operating — 84,408 103,687 — 188,095 General and administrative 35,513 19,805 31,602 — 86,920 Depreciation and amortization 1,613 52,077 46,646 — 100,336 Loss on disposal or impairment, net — 42,125 1,676 — 43,801 Total expenses 37,126 1,192,253 277,130 — 1,506,509 Earnings from equity method investments 17,435 52,063 5,402 (22,689 ) 52,211 Operating income (19,691 ) 25,608 37,585 (22,689 ) 20,813 Other expenses (income), net: Interest expense 23,009 34,355 3,308 (617 ) 60,055 Loss on early extinguishment of debt 19,930 — — — 19,930 Foreign currency transaction gain — — (1,758 ) — (1,758 ) Other income, net (669 ) (13 ) (4,051 ) 617 (4,116 ) Total other expense (income), net 42,270 34,342 (2,501 ) — 74,111 Income (loss) before income taxes (61,961 ) (8,734 ) 40,086 (22,689 ) (53,298 ) Income tax expense (benefit) (42,192 ) — 8,663 — (33,529 ) Net income (loss) (19,769 ) (8,734 ) 31,423 (22,689 ) (19,769 ) Other comprehensive income (loss), net of income taxes (14,296 ) (523 ) 39,034 — 24,215 Comprehensive income (loss) $ (34,065 ) $ (9,257 ) $ 70,457 $ (22,689 ) $ 4,446 Condensed Consolidating Guarantor Statements of Cash Flows Nine Months Ended September 30, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by (used in) operating activities $ (78,542 ) $ 76,038 $ 138,919 $ — $ 136,415 Cash flows from investing activities: Capital expenditures (1,139 ) (59,609 ) (242,643 ) — (303,391 ) Proceeds from sale of long-lived assets — 1,892 (1,646 ) — 246 Proceeds from business divestitures 155,447 6,753 (15,465 ) — 146,735 Contributions to equity method investments — (7,466 ) — — (7,466 ) Distributions in excess of equity in earnings of affiliates — 15,730 — — 15,730 Net cash provided (used in) investing activities 154,308 (42,700 ) (259,754 ) — (148,146 ) Cash flows from financing activities: Debt issuance costs (475 ) — (4,245 ) — (4,720 ) Borrowings on credit facilities and issuance of senior notes, net of discount 541,000 — 598,500 — 1,139,500 Principal payments on credit facilities and other obligations (217,120 ) (565,904 ) (593,625 ) — (1,376,649 ) Proceeds from issuance preferred stock, net of offering costs 342,299 — — — 342,299 Repurchase of common stock for payment of statutory taxes due on equity-based compensation (699 ) — — — (699 ) Dividends paid (111,445 ) — — — (111,445 ) Proceeds from issuance of common stock under employee stock purchase plan 228 — — — 228 Intercompany borrowings (advances), net (640,614 ) 532,580 102,108 5,926 — Net cash provided by (used in) financing activities (86,826 ) (33,324 ) 102,738 5,926 (11,486 ) Effect of exchange rate changes on cash and cash equivalents — (14 ) (480 ) — (494 ) Change in cash and cash equivalents (11,060 ) — (18,577 ) 5,926 (23,711 ) Cash and cash equivalents at beginning of period 32,457 — 69,872 (8,630 ) 93,699 Cash and cash equivalents at end of period $ 21,397 $ — $ 51,295 $ (2,704 ) $ 69,988 Nine Months Ended September 30, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by (used in) operating activities $ (43,276 ) $ 81,718 $ 53,975 $ — $ 92,417 Cash flows from investing activities: Capital expenditures (4,181 ) (91,890 ) (250,133 ) — (346,204 ) Proceeds from sale of long-lived assets — 15,530 1,108 — 16,638 Contributions to equity method investments — (2,552 ) (16,256 ) — (18,808 ) Payments to acquire businesses — 563,783 (856,822 ) — (293,039 ) Distributions in excess of equity in earnings of affiliates — 14,348 4,948 — 19,296 Net cash provided by (used in) investing activities (4,181 ) 499,219 (1,117,155 ) — (622,117 ) Cash flows from financing activities: Debt issuance costs (10,839 ) — — — (10,839 ) Borrowings on credit facilities and issuance of senior notes, net of discount 1,333,377 — 20,000 — 1,353,377 Principal payments on credit facilities and other obligations (710,547 ) (19 ) (1,375 ) — (711,941 ) Debt extinguishment costs (16,293 ) — — — (16,293 ) Repurchase of common stock for payment of statutory taxes due on equity-based compensation (1,361 ) — — — (1,361 ) Dividends paid (94,714 ) — — — (94,714 ) Proceeds from issuance of common stock under employee stock purchase plan 796 — — — 796 Intercompany borrowing (advances), net (447,367 ) (580,918 ) 1,027,698 587 — Net cash provided by (used in) financing activities 53,052 (580,937 ) 1,046,323 587 519,025 Effect of exchange rate changes on cash and cash equivalents — — 4,472 — 4,472 Change in cash and cash equivalents 5,595 — (12,385 ) 587 (6,203 ) Cash and cash equivalents at beginning of period 19,002 — 59,796 (4,582 ) 74,216 Cash and cash equivalents at end of period $ 24,597 $ — $ 47,411 $ (3,995 ) $ 68,013 |
Overview (Policies)
Overview (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Overview [Abstract] | |
Basis of presentation | Basis of presentation The accompanying condensed consolidated balance sheet at December 31, 2017 , which is derived from audited financial statements, and the unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements include all normal and recurring adjustments that, in the opinion of management, are necessary to present fairly the financial position of the Company and the results of its operations and its cash flows. Our condensed consolidated financial statements include the accounts of our controlled subsidiaries. All significant transactions between our consolidated subsidiaries have been eliminated. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Although management believes these estimates are reasonable, actual results could differ materially from these estimates. The results of operations for the three months and nine months ended September 30, 2018 , are not necessarily indicative of the results to be expected for the full year ending December 31, 2018 . Pursuant to the rules and regulations of the SEC, the accompanying condensed consolidated financial statements do not include all of the information and notes normally included with financial statements prepared in accordance with U.S. GAAP. Certain reclassifications have been made to conform previously reported balances to the current presentation. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2017 , which are included in our Annual Report on Form 10-K for the year ended December 31, 2017 , filed with the SEC. Our significant accounting policies are consistent with those described in our Annual Report on Form 10-K for the year ended December 31, 2017 |
Recent accounting pronouncements | Recently adopted accounting pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting”, to provide clarity and reduce diversity in practice in determining which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting under Accounting Standards Codification Topic 718. We adopted this guidance in the first quarter of 2018. The impact was not material. In March 2017, the FASB issued ASU 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost”, which requires that an employer disaggregate the service cost component from other components of net benefit cost. This ASU also provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization. We adopted this guidance retrospectively in the first quarter of 2018. For the three months and nine months ended September 30, 2017, we reclassified $3.2 million and $3.3 million , respectively, of non-service pension costs from “general and administrative expense” to “other expense (income)”. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory”, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. We adopted this guidance in the first quarter of 2018. The impact was not material. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)”, to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update addresses eight different transaction types and clarifies how to classify each in the statement of cash flows, where previously there was unclear or no specific guidance. We adopted this guidance in the first quarter of 2018. The impact was not material. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, as amended, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than were required under previous U.S. GAAP. On January 1, 2018, we adopted the guidance of ASU 2014-09, codified as Accounting Standards Codification 606 - Revenue from Contracts with Customers (“ASC 606”), using a modified retrospective approach. Upon adoption, a reduction to accumulated deficit of $11.5 million was recorded to reflect the impact of adoption related to uncompleted contracts at the date of adoption. The impacts of adoption to the current period results are as follows (in thousands): September 30, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Accounts receivable, net $ 662,372 $ 659,533 $ 2,839 Other noncurrent assets $ 138,158 $ 118,292 $ 19,866 Other current liabilities $ 7,880 $ 7,269 $ 611 Deferred income taxes $ 52,897 $ 47,189 $ 5,708 Accumulated deficit $ (74,522 ) $ (90,908 ) $ 16,386 Three Months Ended September 30, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Revenue $ 633,996 $ 627,070 $ 6,926 Cost of sales $ 468,871 $ 464,146 $ 4,725 General and administrative expense $ 21,904 $ 21,804 $ 100 Income tax benefit $ (2,697 ) $ (2,988 ) $ 291 Net income $ 8,461 $ 6,651 $ 1,810 Net income attributable to common shareholders $ 2,144 $ 334 $ 1,810 Net income per common share: Basic $ 0.03 $ 0.01 $ 0.02 Diluted $ 0.03 $ 0.01 $ 0.02 Nine Months Ended September 30, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Revenue $ 1,891,399 $ 1,872,875 $ 18,524 Cost of sales $ 1,377,092 $ 1,364,454 $ 12,638 General and administrative expense $ 71,267 $ 70,967 $ 300 Income tax expense $ 16,773 $ 16,059 $ 714 Net loss $ (27,300 ) $ (32,172 ) $ 4,872 Net loss attributable to common shareholders $ (44,660 ) $ (49,532 ) $ 4,872 Net loss per common share: Basic $ (0.57 ) $ (0.63 ) $ 0.06 Diluted $ (0.57 ) $ (0.63 ) $ 0.06 • Changes to revenue primarily relate to the timing of recognition of deficiencies on take-or-pay agreements for which there is a contractual make-up period and a change to reporting certain gas gathering and processing fees as revenue rather than a reduction of cost of sales. Under ASC 605 - Revenue (“ASC 605”), revenue related to deficiencies with a make-up period was deferred until the contractual right to make-up a deficiency expired. Under ASC 606, we recognize all or a portion of revenue related to deficiencies before the make-up period expires if we determine that it is probable that the customer will not make-up all or some of its deficient volumes, for example if there is insufficient capacity to make up the deficient volumes. This may lead to earlier recognition of deficiency revenues under ASC 606 as compared with ASC 605. • Changes to cost of sales are due to how certain gathering and processing fees related to percentage of proceeds contracts are treated as revenues rather than reductions to purchase price of commodities (cost of sales). • Changes to accounts receivable, net and noncurrent receivables (included in other noncurrent assets on the condensed consolidated balance sheets) primarily relate to the timing of recognizing take-or-pay deficiencies with make-up rights as discussed above. Noncurrent receivables related to contracts for which we do not have the right to bill the customer for deficiencies until the contract expiration date. • Changes to other noncurrent assets include success fee payments to third parties for certain contracts which were expensed as incurred under ASC 605, but which have been recognized as assets under ASC 606 and are amortized to general and administrative expense in the consolidated statement of operations and comprehensive income (loss). • Changes to deferred income taxes primarily relate to the deferred tax impact of adoption entries. • Changes to retained earnings are due to the impact of adoption at January 1, 2018, as described above, and cumulative differences in net income through September 30, 2018. See Note 11 for additional information. Recent accounting pronouncements not yet adopted On August 27, 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”, which modifies the disclosure requirements in Topic 820 by removing, adding or modifying certain fair value measurement disclosures. For public entities, this ASU is effective for annual periods beginning after December 15, 2019, and interim periods therein. Early adoption is permitted. We will adopt this guidance in the first quarter of 2020. The impact is not expected to be material. In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. For public entities, this ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those years and early adoption is permitted in the year prior to the effective date. We will adopt this guidance in the first quarter of 2019. The amendments in this update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The impact is not expected to be material. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which introduces new guidance for estimating credit losses on certain types of financial instruments based on expected losses and the timing of the recognition of such losses. For public entities, this ASU is effective for annual periods beginning after December 15, 2019, and interim periods within those years and early adoption is permitted in the year prior to the effective date. We will adopt this guidance in the first quarter of 2020. The impact is not expected to be material. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, as amended, which amends the existing lease guidance to require lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by operating and finance leases and to disclose additional quantitative and qualitative information about leasing arrangements. This ASU, as amended, also provides clarifications surrounding the presentation of the effects of leases in the income statement and statement of cash flows. For public entities, this ASU will be effective for annual periods beginning after December 15, 2018, and interim periods within those years. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements, but are not yet able to quantify the impact. We |
Financial Instruments (Policies
Financial Instruments (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Financial Instruments And Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | “Level 1” measurements are based on inputs consisting of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. These include commodity futures contracts that are traded on an exchange. “Level 2” measurements are based on inputs consisting of market observable and corroborated prices for similar derivative contracts. Assets and liabilities classified as Level 2 include over the counter (“OTC”) traded physical fixed priced purchases and sales forward contracts. “Level 3” measurements are based on inputs from a pricing service and/or internal valuation models incorporating observable and unobservable market data. These could include commodity derivatives, such as forwards and swaps for which there is not a highly liquid market and therefore are not included in Level 2 above and interest rate swaps for which certain unobservable inputs are used in the valuation. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value levels. At September 30, 2018 |
Overview (Tables)
Overview (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | The impacts of adoption to the current period results are as follows (in thousands): September 30, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Accounts receivable, net $ 662,372 $ 659,533 $ 2,839 Other noncurrent assets $ 138,158 $ 118,292 $ 19,866 Other current liabilities $ 7,880 $ 7,269 $ 611 Deferred income taxes $ 52,897 $ 47,189 $ 5,708 Accumulated deficit $ (74,522 ) $ (90,908 ) $ 16,386 Three Months Ended September 30, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Revenue $ 633,996 $ 627,070 $ 6,926 Cost of sales $ 468,871 $ 464,146 $ 4,725 General and administrative expense $ 21,904 $ 21,804 $ 100 Income tax benefit $ (2,697 ) $ (2,988 ) $ 291 Net income $ 8,461 $ 6,651 $ 1,810 Net income attributable to common shareholders $ 2,144 $ 334 $ 1,810 Net income per common share: Basic $ 0.03 $ 0.01 $ 0.02 Diluted $ 0.03 $ 0.01 $ 0.02 Nine Months Ended September 30, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Revenue $ 1,891,399 $ 1,872,875 $ 18,524 Cost of sales $ 1,377,092 $ 1,364,454 $ 12,638 General and administrative expense $ 71,267 $ 70,967 $ 300 Income tax expense $ 16,773 $ 16,059 $ 714 Net loss $ (27,300 ) $ (32,172 ) $ 4,872 Net loss attributable to common shareholders $ (44,660 ) $ (49,532 ) $ 4,872 Net loss per common share: Basic $ (0.57 ) $ (0.63 ) $ 0.06 Diluted $ (0.57 ) $ (0.63 ) $ 0.06 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Equity Method Investments [Line Items] | |
Schedule of equity method investments [Table Text Block] | Our equity method investments consisted of the following (in thousands): September 30, 2018 December 31, 2017 White Cliffs Pipeline, L.L.C. $ 258,098 $ 266,362 NGL Energy Partners LP 18,923 18,919 Total equity method investments $ 277,021 $ 285,281 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 White Cliffs Pipeline, L.L.C. $ 14,546 $ 15,636 $ 41,489 $ 46,805 Glass Mountain Pipeline, LLC — 1,736 — 5,402 NGL Energy Partners LP (18 ) (5 ) 4 4 Total earnings from equity method investments $ 14,528 $ 17,367 $ 41,493 $ 52,211 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 White Cliffs Pipeline, L.L.C. $ 18,640 $ 19,847 $ 57,219 $ 60,552 Glass Mountain Pipeline, LLC — 3,410 — 10,350 Total cash distributions received from equity method investments $ 18,640 $ 23,257 $ 57,219 $ 70,902 |
White Cliffs Pipeline, L.L.C. [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Schedule of equity method investments [Table Text Block] | Certain unaudited summarized income statement information of White Cliffs for the three months and nine months ended September 30, 2018 and 2017 , is shown below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenue $ 43,855 $ 45,445 $ 128,455 $ 145,288 Cost of products sold, exclusive of depreciation and amortization $ (107 ) $ (360 ) $ (138 ) $ 8,091 Operating, general and administrative expenses $ 5,514 $ 5,723 $ 17,511 $ 17,849 Depreciation and amortization expense $ 9,624 $ 9,154 $ 28,821 $ 27,619 Net income $ 28,825 $ 30,928 $ 82,262 $ 91,688 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Financial Instruments And Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | The tables below summarize the balances of derivative assets and liabilities at September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 Level 1 Level 2 Level 3 Netting (1) Total - Net Assets: Commodity derivatives (2) $ 99 $ — $ — $ (99 ) $ — Interest rate swaps — — 154 — 154 Total assets 99 — 154 (99 ) 154 Liabilities: Commodity derivatives 3,242 — — (99 ) 3,143 Foreign currency forwards — 1,037 — — 1,037 Total liabilities 3,242 1,037 — (99 ) 4,180 Net assets (liabilities) at fair value $ (3,143 ) $ (1,037 ) $ 154 $ — $ (4,026 ) December 31, 2017 Level 1 Level 2 Level 3 Netting (1) Total - Net Assets: Commodity derivatives (2) $ 602 $ — $ — $ (602 ) $ — Foreign currency forwards — 2,564 — — 2,564 Total assets 602 2,564 — (602 ) 2,564 Liabilities: Commodity derivatives 1,970 — — (602 ) 1,368 Interest rate swaps — — 1,228 — 1,228 Total liabilities 1,970 — 1,228 (602 ) 2,596 Net assets (liabilities) at fair value $ (1,368 ) $ 2,564 $ (1,228 ) $ — $ (32 ) (1) Relates primarily to exchange traded futures. Gain and loss positions on multiple contracts are settled net on a daily basis with the exchange. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table summarizes changes in the fair value of our net financial liabilities classified as Level 3 in the fair value hierarchy (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net assets (liabilities) at beginning of the period $ 110 $ — $ (1,228 ) $ — Interest rate swaps acquired through acquisition — (3,275 ) — (3,275 ) Transfers out of Level 3 — — — — Realized/Unrealized gain included in earnings* 268 618 1,487 618 Settlements (224 ) — (105 ) — Net assets (liabilities) at end of period $ 154 $ (2,657 ) $ 154 $ (2,657 ) |
Schedule of Notional Quantities for Commodity Derivative Instruments | The following table sets forth the notional quantities for derivative instruments entered into (in thousands of barrels): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Sales 2,704 3,386 10,467 9,980 Purchases 2,701 2,820 9,892 9,772 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | We have recorded the fair value of our commodity derivative instruments on our condensed consolidated balance sheets in “other current assets” and “other current liabilities” in the following amounts (in thousands): September 30, 2018 December 31, 2017 Assets Liabilities Assets Liabilities Commodity contracts $ — $ 3,143 $ — $ 1,368 |
Schedule of Realized and Unrealized Gains (Losses) from Commodity Derivatives | Realized and unrealized gains (losses) from our commodity derivatives were recorded to product revenue in the following amounts (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Commodity contracts $ (1,247 ) $ (3,987 ) $ (13,477 ) $ 4,886 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Instrument [Line Items] | |
Summary of Long-Term Debt | Our long-term debt consisted of the following (dollars in thousands): Interest rate at September 30, 2018 September 30, December 31, Senior unsecured notes due 2022 5.625% $ 400,000 $ 400,000 Senior unsecured notes due 2023 5.625% 350,000 350,000 Senior unsecured notes due 2025 6.375% 325,000 325,000 Senior unsecured notes due 2026 7.250% 300,000 300,000 SemGroup $1.0 billion corporate revolving credit facility (1) Alternate base rate borrowings 7.000% 85,000 — Eurodollar borrowings 4.871% 375,000 131,000 HFOTCO acquisition final payment — 565,868 HFOTCO term loan B (2) 5.000% 598,500 532,125 HFOTCO tax exempt notes payable due 2050 3.198% 225,000 225,000 HFOTCO $75 million revolving credit facility — 60,000 Capital leases — 25 Unamortized premium (discount) and debt issuance costs, net (33,014 ) (30,398 ) Total long-term debt, net 2,625,486 2,858,620 Less: current portion of long-term debt 6,000 5,525 Noncurrent portion of long-term debt, net $ 2,619,486 $ 2,853,095 (1) SemGroup $1.0 billion corporate revolving credit facility matures on March 15, 2021. (2) HFOTCO term loan B is due in quarterly installments of $1.5 million with a final payment due on June 26, 2025. September 30, 2018 (dollars in thousands): SemGroup $1.0 billion revolving credit facility 2.75% $ 28,335 Secured bi-lateral (1) 1.75% $ 47,501 (1) Secured bi-lateral letters of credit are external to the SemGroup $1.0 billion revolving credit facility and do not reduce availability for borrowing on the credit facility. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Long-term Purchase Commitment [Line Items] | |
Summary Of Purchase And Sale Commitments | We account for derivatives at fair value with the exception of commitments that have been designated as normal purchases and sales for which we do not record assets or liabilities related to these agreements until the product is purchased or sold. At September 30, 2018 , such commitments included the following (in thousands): Volume (Barrels) Value Fixed price purchases 1,469 $ 102,956 Fixed price sales 1,469 $ 102,801 Floating price purchases 8,506 $ 632,046 Floating price sales 12,225 $ 728,646 |
Long-term Purchase Commitment [Table Text Block] | The approximate amount of future obligation is as follows (in thousands): For year ending: December 31, 2018 $ 2,720 December 31, 2019 9,783 December 31, 2020 9,063 December 31, 2021 7,337 December 31, 2022 6,905 Thereafter 2,854 Total expected future payments $ 38,662 |
Recorded Unconditional Purchase Obligations [Table Text Block] | The approximate amount of future obligations is as follows (in thousands): For year ending: December 31, 2018 $ 5,449 December 31, 2019 21,865 December 31, 2020 19,751 December 31, 2021 12,976 December 31, 2022 13,231 Thereafter 20,312 Total expected future payments $ 93,584 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Dividends Declared [Table Text Block] | The following table sets forth the quarterly common stock dividends per share declared and/or paid to shareholders for the periods indicated: Quarter Ending Dividend Per Share Date of Record Date Paid March 31, 2017 $ 0.45 March 7, 2017 March 17, 2017 June 30, 2017 $ 0.45 May 15, 2017 May 26, 2017 September 30, 2017 $ 0.45 August 18, 2017 August 28, 2017 December 31, 2017 $ 0.45 November 20, 2017 December 1, 2017 March 31, 2018 $ 0.4725 March 9, 2018 March 19, 2018 June 30, 2018 $ 0.4725 May 16, 2018 May 25, 2018 September 30, 2018 $ 0.4725 August 20, 2018 August 29, 2018 December 31, 2018 $ 0.4725 November 16, 2018 November 26, 2018 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accumulated Other Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Nine Months Ended September 30, 2018 Currency Translation Employee Benefit Plans Total December 31, 2017 $ (51,014 ) $ (2,787 ) $ (53,801 ) Currency translation adjustment, net of income tax benefit of $6,992 (21,651 ) — (21,651 ) Currency translation adjustment reclassified to gain on disposal, net of income tax expense of $15,935 49,346 — 49,346 Changes related to benefit plans, net of income tax expense of $2 — 8 8 September 30, 2018 $ (23,319 ) $ (2,779 ) $ (26,098 ) Nine Months Ended September 30, 2017 Currency Translation Employee Benefit Plans Total December 31, 2016 $ (71,425 ) $ (2,489 ) $ (73,914 ) Currency translation adjustment, net of income tax expense of 12,110 24,170 — 24,170 Changes related to benefit plans, net of income tax expense of $17 — 45 45 September 30, 2017 $ (47,255 ) $ (2,444 ) $ (49,699 ) Three Months Ended September 30, 2018 Currency Translation Employee Benefit Plans Total June 30, 2018 $ (26,668 ) $ (2,782 ) $ (29,450 ) Currency translation adjustment, net of income tax expense of $1,081 3,349 — 3,349 Changes related to benefit plans, net of income tax expense of $1 — 3 3 September 30, 2018 $ (23,319 ) $ (2,779 ) $ (26,098 ) Three Months Ended September 30, 2017 Currency Translation Employee Benefit Plans Total June 30, 2017 $ (56,469 ) $ (2,460 ) $ (58,929 ) Currency translation adjustment, net of income tax expense of $2,994 9,214 — 9,214 Changes related to benefit plans, net of income tax expense of $6 — 16 16 September 30, 2017 $ (47,255 ) $ (2,444 ) $ (49,699 ) |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disaggregation of Revenue [Table Text Block] | Our revenue is disaggregated by segment and by activity below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Crude Transportation Pipeline transportation $ 22,438 $ 12,497 $ 66,225 $ 25,124 Truck transportation 12,501 15,315 38,469 44,141 Crude Facilities Storage fees 7,182 7,484 22,191 22,548 Service fees 4,306 4,136 14,240 13,528 Crude Supply and Logistics Product sales 434,591 339,874 1,259,709 928,664 HFOTCO Storage fees 36,263 27,363 101,247 27,363 Service fees 9,528 4,665 26,105 4,665 Lease revenue 3,937 2,647 12,517 2,647 SemGas Product sales 57,807 43,506 142,291 135,416 Service fees 18,668 12,741 52,453 40,882 SemCAMS Service fees 27,609 25,068 108,553 91,014 Other revenue 14,330 14,432 48,162 45,398 Corporate and Other Product sales — 42,303 31,319 109,511 Storage fees — 5,931 7,753 17,772 Service fees — 1,668 3,070 5,138 Intersegment eliminations (15,164 ) (13,708 ) (42,905 ) (38,700 ) Total revenue $ 633,996 $ 545,922 $ 1,891,399 $ 1,475,111 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | However, certain of our agreements, such as "take-or-pay" agreements, do not qualify for the practical expedient. The amount and timing of revenue recognition for such contracts is presented below (in thousands): 2018 2019 2020 2021 2022 Thereafter Expected timing of revenue recognized for remaining performance obligations $ 80,242 $ 256,782 $ 217,510 $ 173,283 $ 161,903 $ 1,387,769 |
Contract with Customer, Asset and Liability [Table Text Block] | The balance of noncurrent receivables from customer contracts was (in thousands): September 30, December 31, Noncurrent receivables $ 10,368 $ — |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Our results by segment are presented in the tables below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues: Crude Transportation External $ 27,309 $ 18,824 $ 82,025 $ 46,822 Intersegment 7,630 8,988 22,669 22,443 Crude Facilities External 8,657 9,053 27,762 28,513 Intersegment 2,831 2,567 8,669 7,563 Crude Supply and Logistics External 434,591 339,874 1,259,709 928,664 HFOTCO External 49,728 34,675 139,869 34,675 SemGas External 71,772 54,095 183,177 167,605 Intersegment 4,703 2,152 11,567 8,693 SemCAMS External 41,939 39,500 156,715 136,412 Corporate and Other External — 49,902 42,142 132,421 Intersegment (15,164 ) (13,708 ) (42,905 ) (38,700 ) Total Revenues $ 633,996 $ 545,922 $ 1,891,399 $ 1,475,111 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Earnings from equity method investments: Crude Transportation $ 14,546 $ 17,372 $ 41,489 $ 52,207 Corporate and Other (18 ) (5 ) 4 4 Total earnings from equity method investments $ 14,528 $ 17,367 $ 41,493 $ 52,211 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Depreciation and amortization: Crude Transportation $ 12,802 $ 11,170 $ 38,331 $ 23,595 Crude Facilities 2,170 2,058 6,455 6,024 Crude Supply and Logistics 217 103 608 243 HFOTCO 21,575 19,300 60,373 19,300 SemGas 10,837 9,114 32,107 27,140 SemCAMS 5,250 4,727 15,752 13,657 Corporate and Other 747 3,663 2,263 10,377 Total depreciation and amortization $ 53,598 $ 50,135 $ 155,889 $ 100,336 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Income tax expense (benefit): HFOTCO $ 209 $ 166 $ 599 $ 166 SemCAMS 2,837 1,270 8,943 4,961 Corporate and Other (1) (5,743 ) (38,685 ) 7,231 (38,656 ) Total income tax expense (benefit) $ (2,697 ) $ (37,249 ) $ 16,773 $ (33,529 ) (1) Corporate and Other includes the impact of intra-period tax allocation. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Segment profit: Crude Transportation $ 38,135 $ 34,585 $ 110,310 $ 91,864 Crude Facilities 8,209 8,806 27,233 27,851 Crude Supply and Logistics (7,005 ) (1,693 ) (15,547 ) (6,294 ) HFOTCO 36,161 28,504 101,953 28,504 SemGas 19,754 15,555 49,468 53,266 SemCAMS 20,543 16,704 64,104 52,606 Corporate and Other (913 ) 8,421 9,878 25,084 Total segment profit $ 114,884 $ 110,882 $ 347,399 $ 272,881 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Reconciliation of segment profit to net income (loss): Total segment profit $ 114,884 $ 110,882 $ 347,399 $ 272,881 Less: Adjustment to reflect equity earnings on an EBITDA basis 4,926 6,678 14,695 20,079 Net unrealized loss (gain) related to commodity derivative instruments (4,860 ) 1,833 1,775 932 General and administrative expense 21,904 38,389 71,267 86,920 Depreciation and amortization 53,598 50,135 155,889 100,336 Loss (gain) on disposal or impairment, net (383 ) 41,625 (2,125 ) 43,801 Interest expense 35,318 32,711 113,683 60,055 Loss on early extinguishment of debt — — — 19,930 Foreign currency transaction loss (gain) (983 ) (747 ) 4,625 (1,758 ) Other income, net (400 ) (3,390 ) (1,883 ) (4,116 ) Income tax expense (benefit) (2,697 ) (37,249 ) 16,773 (33,529 ) Net income (loss) $ 8,461 $ (19,103 ) $ (27,300 ) $ (19,769 ) September 30, December 31, Total assets (excluding intersegment receivables): Crude Transportation $ 1,019,010 $ 1,039,399 Crude Facilities 148,332 153,953 Crude Supply and Logistics 600,455 674,684 HFOTCO 2,033,840 2,003,298 SemGas 725,520 714,777 SemCAMS 672,471 518,900 Corporate and Other 98,147 271,806 Total assets $ 5,297,775 $ 5,376,817 September 30, December 31, Equity investments: Crude Transportation $ 258,098 $ 266,362 Corporate and Other 18,923 18,919 Total equity investments $ 277,021 $ 285,281 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Basic and diluted earnings per share | The following summarizes the calculation of basic earnings per share for the three months and nine months ended September 30, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Net income (loss) $ 8,461 $ (19,103 ) Less: cumulative preferred stock dividends 6,317 — Net income (loss) attributable to common shareholders $ 2,144 $ (19,103 ) Weighted average common stock outstanding 78,353 75,974 Basic income (loss) per share $ 0.03 $ (0.25 ) Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Net loss $ (27,300 ) $ (19,769 ) Less: cumulative preferred stock dividends 17,360 — Net loss attributable to common shareholders $ (44,660 ) $ (19,769 ) Weighted average common stock outstanding 78,290 69,149 Basic loss per share $ (0.57 ) $ (0.29 ) The following summarizes the calculation of diluted earnings per share for the three months and nine months ended September 30, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended September 30, 2018 Three Months Ended September 30, 2017 Net income (loss) $ 8,461 $ (19,103 ) Less: cumulative preferred stock dividends 6,317 — Net income (loss) attributable to common shareholders $ 2,144 $ (19,103 ) Weighted average common stock outstanding 78,353 75,974 Effect of dilutive securities 624 — Diluted weighted average common stock outstanding 78,977 75,974 Diluted income (loss) per share $ 0.03 $ (0.25 ) Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Net loss $ (27,300 ) $ (19,769 ) Less: cumulative preferred stock dividends 17,360 — Net loss attributable to common shareholders $ (44,660 ) $ (19,769 ) Weighted average common stock outstanding 78,290 69,149 Effect of dilutive securities — — Diluted weighted average common stock outstanding 78,290 69,149 Diluted loss per share $ (0.57 ) $ (0.29 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Changes in Operating Assets and Liabilities | The following table summarizes the changes in the components of operating assets and liabilities shown on our condensed consolidated statements of cash flows (in thousands): Nine Months Ended September 30, 2018 2017 Decrease (increase) in restricted cash $ 33 $ 28 Decrease (increase) in accounts receivable (14,835 ) (36,203 ) Decrease (increase) in receivable from affiliates 793 19,924 Decrease (increase) in inventories 57,530 (28,297 ) Decrease (increase) in other current assets (4,007 ) (3,409 ) Decrease (increase) in other assets (3,131 ) (17,723 ) Increase (decrease) in accounts payable and accrued liabilities (37,453 ) 57,073 Increase (decrease) in payable to affiliates (5,619 ) (21,631 ) Increase (decrease) in other noncurrent liabilities (3,637 ) 7,370 $ (10,326 ) $ (22,868 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | During the three months and nine months ended September 30, 2018 and 2017 , we generated the following transactions with related parties (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 NGL Energy Revenues $ 6,835 $ 15,652 $ 14,013 $ 40,368 Purchases $ 128 $ 12,414 $ 508 $ 29,562 White Cliffs Crude oil revenues $ — $ — $ — $ 436 Storage revenues $ 1,088 $ 1,087 $ 3,264 $ 3,263 Transportation fees $ 3,135 $ 3,111 $ 9,455 $ 8,152 Management fees $ 140 $ 133 $ 406 $ 387 Crude oil purchases $ 2,834 $ — $ 3,729 $ 8,616 |
Condensed Consolidating Guara_2
Condensed Consolidating Guarantor Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Consolidating Guarantor Financial Statements [Abstract] | |
Schedule of Condensed Balance Sheet [Table Text Block] | Condensed Consolidating Guarantor Balance Sheets September 30, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 21,397 $ — $ 51,295 $ (2,704 ) $ 69,988 Accounts receivable 1 545,033 117,338 — 662,372 Receivable from affiliates 38 3 146 — 187 Inventories — 49,232 — — 49,232 Other current assets 5,672 9,321 4,327 — 19,320 Total current assets 27,108 603,589 173,106 (2,704 ) 801,099 Property, plant and equipment, net 7,014 1,003,593 2,440,149 — 3,450,756 Equity method investments 3,677,582 842,031 — (4,242,592 ) 277,021 Goodwill — — 257,302 — 257,302 Other intangible assets 6 121,633 251,800 — 373,439 Other noncurrent assets, net 36,859 3,262 98,037 — 138,158 Total assets $ 3,748,569 $ 2,574,108 $ 3,220,394 $ (4,245,296 ) $ 5,297,775 LIABILITIES, PREFERRED STOCK AND OWNERS’ EQUITY Current liabilities: Accounts payable $ 535 $ 493,015 $ 51,485 $ — $ 545,035 Payable to affiliates — 1,294 — — 1,294 Accrued liabilities 25,827 20,771 64,853 4 111,455 Other current liabilities 3,431 7,011 13,649 — 24,091 Total current liabilities 29,793 522,091 129,987 4 681,875 Long-term debt 1,806,432 6,459 813,054 (6,459 ) 2,619,486 Deferred income taxes 1,298 — 51,599 — 52,897 Other noncurrent liabilities 1,738 — 32,471 — 34,209 Commitments and contingencies Preferred stock 353,323 — — — 353,323 Total owners’ equity 1,555,985 2,045,558 2,193,283 (4,238,841 ) 1,555,985 Total liabilities, preferred stock and owners’ equity $ 3,748,569 $ 2,574,108 $ 3,220,394 $ (4,245,296 ) $ 5,297,775 December 31, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 32,457 $ — $ 69,872 $ (8,630 ) $ 93,699 Accounts receivable (9 ) 562,967 90,526 — 653,484 Receivable from affiliates 58 1,421 212 — 1,691 Inventories — 101,665 — — 101,665 Current assets held for sale — — 38,063 — 38,063 Other current assets 6,671 4,493 3,133 — 14,297 Total current assets 39,177 670,546 201,806 (8,630 ) 902,899 Property, plant and equipment, net 8,086 1,002,982 2,304,063 — 3,315,131 Equity method investments 3,085,274 2,110,299 — (4,910,292 ) 285,281 Goodwill — — 257,302 — 257,302 Other intangible assets 10 127,783 270,850 — 398,643 Other noncurrent assets, net 45,587 3,097 83,916 — 132,600 Noncurrent assets held for sale — — 84,961 — 84,961 Total assets $ 3,178,134 $ 3,914,707 $ 3,202,898 $ (4,918,922 ) $ 5,376,817 LIABILITIES AND OWNERS’ EQUITY Current liabilities: Accounts payable $ 646 $ 533,651 $ 53,601 $ — $ 587,898 Payable to affiliates 10 6,961 — — 6,971 Accrued liabilities 38,747 26,092 66,570 (2 ) 131,407 Current liabilities held for sale — — 23,847 — 23,847 Other current liabilities 1,922 5,532 8,984 — 16,438 Total current liabilities 41,325 572,236 153,002 (2 ) 766,561 Long-term debt 1,474,491 572,558 829,236 (23,190 ) 2,853,095 Deferred income taxes 1,892 — 44,693 — 46,585 Other noncurrent liabilities 2,061 — 36,434 — 38,495 Noncurrent liabilities held for sale — — 13,716 — 13,716 Commitments and contingencies Total owners’ equity 1,658,365 2,769,913 2,125,817 (4,895,730 ) 1,658,365 Total liabilities and owners’ equity $ 3,178,134 $ 3,914,707 $ 3,202,898 $ (4,918,922 ) $ 5,376,817 |
Schedule of Condensed Income Statement [Table Text Block] | Condensed Consolidating Guarantor Statements of Operations Three Months Ended September 30, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 487,676 $ 17 $ — $ 487,693 Service — 39,692 88,148 — 127,840 Lease — — 3,937 — 3,937 Other — — 14,526 — 14,526 Total revenues — 527,368 106,628 — 633,996 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 468,841 30 — 468,871 Operating — 27,806 37,029 — 64,835 General and administrative 6,174 5,640 10,090 — 21,904 Depreciation and amortization 719 19,477 33,402 — 53,598 Loss (gain) on disposal or impairment, net 1,198 (1,581 ) — — (383 ) Total expenses 8,091 520,183 80,551 — 608,825 Earnings from equity method investments 28,555 21,966 — (35,993 ) 14,528 Operating income 20,464 29,151 26,077 (35,993 ) 39,699 Other expenses (income), net: Interest expense 19,341 10,400 5,577 — 35,318 Foreign currency transaction gain (961 ) — (22 ) — (983 ) Other income, net (40 ) (9 ) (351 ) — (400 ) Total other expenses, net 18,340 10,391 5,204 — 33,935 Income before income taxes 2,124 18,760 20,873 (35,993 ) 5,764 Income tax expense (benefit) (6,337 ) — 3,640 — (2,697 ) Net income 8,461 18,760 17,233 (35,993 ) 8,461 Other comprehensive income (loss), net of income taxes (6,111 ) 87 9,376 — 3,352 Comprehensive income $ 2,350 $ 18,847 $ 26,609 $ (35,993 ) $ 11,813 Three Months Ended September 30, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 381,228 $ 42,303 $ — $ 423,531 Service — 34,812 70,475 — 105,287 Lease — — 2,646 — 2,646 Other — — 14,458 — 14,458 Total revenues — 416,040 129,882 — 545,922 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 361,675 36,577 — 398,252 Operating — 28,645 34,021 — 62,666 General and administrative 18,970 5,556 13,863 — 38,389 Depreciation and amortization 610 17,580 31,945 — 50,135 Loss on disposal or impairment, net — 40,161 1,464 — 41,625 Total expenses 19,580 453,617 117,870 — 591,067 Earnings from equity method investments (26,856 ) 18,094 1,736 24,393 17,367 Operating income (46,436 ) (19,483 ) 13,748 24,393 (27,778 ) Other expenses (income), net: Interest expense 12,418 15,684 4,826 (217 ) 32,711 Foreign currency transaction gain — — (747 ) — (747 ) Other income, net (225 ) (8 ) (3,374 ) 217 (3,390 ) Total other expenses, net 12,193 15,676 705 — 28,574 Income (loss) before income taxes (58,629 ) (35,159 ) 13,043 24,393 (56,352 ) Income tax expense (benefit) (39,526 ) — 2,277 — (37,249 ) Net income (loss) (19,103 ) (35,159 ) 10,766 24,393 (19,103 ) Other comprehensive income (loss), net of income taxes (5,346 ) (193 ) 14,769 — 9,230 Comprehensive income (loss) $ (24,449 ) $ (35,352 ) $ 25,535 $ 24,393 $ (9,873 ) Nine Months Ended September 30, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 1,390,415 $ 31,336 $ — $ 1,421,751 Service — 118,304 290,395 — 408,699 Lease — — 12,517 — 12,517 Other — — 48,432 — 48,432 Total revenues — 1,508,719 382,680 — 1,891,399 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 1,350,821 26,271 — 1,377,092 Operating — 83,979 140,892 — 224,871 General and administrative 19,149 17,500 34,618 — 71,267 Depreciation and amortization 2,213 57,830 95,846 — 155,889 Loss (gain) on disposal or impairment, net 133,808 (152,634 ) 16,701 — (2,125 ) Total expenses 155,170 1,357,496 314,328 — 1,826,994 Earnings from equity method investments 188,136 50,947 — (197,590 ) 41,493 Operating income 32,966 202,170 68,352 (197,590 ) 105,898 Other expenses (income), net: Interest expense 50,582 45,931 17,410 (240 ) 113,683 Foreign currency transaction loss (gain) 5,505 147 (1,027 ) — 4,625 Other income, net (896 ) (17 ) (1,210 ) 240 (1,883 ) Total other expenses, net 55,191 46,061 15,173 — 116,425 Income (loss) before income taxes (22,225 ) 156,109 53,179 (197,590 ) (10,527 ) Income tax expense 5,075 — 11,698 — 16,773 Net income (loss) (27,300 ) 156,109 41,481 (197,590 ) (27,300 ) Other comprehensive income (loss), net of income taxes (16,202 ) 242 43,663 — 27,703 Comprehensive income (loss) $ (43,502 ) $ 156,351 $ 85,144 $ (197,590 ) $ 403 Nine Months Ended September 30, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 1,055,387 $ 109,511 $ — $ 1,164,898 Service — 110,411 151,556 — 261,967 Lease — — 2,646 — 2,646 Other — — 45,600 — 45,600 Total revenues — 1,165,798 309,313 — 1,475,111 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 993,838 93,519 — 1,087,357 Operating — 84,408 103,687 — 188,095 General and administrative 35,513 19,805 31,602 — 86,920 Depreciation and amortization 1,613 52,077 46,646 — 100,336 Loss on disposal or impairment, net — 42,125 1,676 — 43,801 Total expenses 37,126 1,192,253 277,130 — 1,506,509 Earnings from equity method investments 17,435 52,063 5,402 (22,689 ) 52,211 Operating income (19,691 ) 25,608 37,585 (22,689 ) 20,813 Other expenses (income), net: Interest expense 23,009 34,355 3,308 (617 ) 60,055 Loss on early extinguishment of debt 19,930 — — — 19,930 Foreign currency transaction gain — — (1,758 ) — (1,758 ) Other income, net (669 ) (13 ) (4,051 ) 617 (4,116 ) Total other expense (income), net 42,270 34,342 (2,501 ) — 74,111 Income (loss) before income taxes (61,961 ) (8,734 ) 40,086 (22,689 ) (53,298 ) Income tax expense (benefit) (42,192 ) — 8,663 — (33,529 ) Net income (loss) (19,769 ) (8,734 ) 31,423 (22,689 ) (19,769 ) Other comprehensive income (loss), net of income taxes (14,296 ) (523 ) 39,034 — 24,215 Comprehensive income (loss) $ (34,065 ) $ (9,257 ) $ 70,457 $ (22,689 ) $ 4,446 |
Schedule of Condensed Cash Flow Statement [Table Text Block] | Nine Months Ended September 30, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by (used in) operating activities $ (78,542 ) $ 76,038 $ 138,919 $ — $ 136,415 Cash flows from investing activities: Capital expenditures (1,139 ) (59,609 ) (242,643 ) — (303,391 ) Proceeds from sale of long-lived assets — 1,892 (1,646 ) — 246 Proceeds from business divestitures 155,447 6,753 (15,465 ) — 146,735 Contributions to equity method investments — (7,466 ) — — (7,466 ) Distributions in excess of equity in earnings of affiliates — 15,730 — — 15,730 Net cash provided (used in) investing activities 154,308 (42,700 ) (259,754 ) — (148,146 ) Cash flows from financing activities: Debt issuance costs (475 ) — (4,245 ) — (4,720 ) Borrowings on credit facilities and issuance of senior notes, net of discount 541,000 — 598,500 — 1,139,500 Principal payments on credit facilities and other obligations (217,120 ) (565,904 ) (593,625 ) — (1,376,649 ) Proceeds from issuance preferred stock, net of offering costs 342,299 — — — 342,299 Repurchase of common stock for payment of statutory taxes due on equity-based compensation (699 ) — — — (699 ) Dividends paid (111,445 ) — — — (111,445 ) Proceeds from issuance of common stock under employee stock purchase plan 228 — — — 228 Intercompany borrowings (advances), net (640,614 ) 532,580 102,108 5,926 — Net cash provided by (used in) financing activities (86,826 ) (33,324 ) 102,738 5,926 (11,486 ) Effect of exchange rate changes on cash and cash equivalents — (14 ) (480 ) — (494 ) Change in cash and cash equivalents (11,060 ) — (18,577 ) 5,926 (23,711 ) Cash and cash equivalents at beginning of period 32,457 — 69,872 (8,630 ) 93,699 Cash and cash equivalents at end of period $ 21,397 $ — $ 51,295 $ (2,704 ) $ 69,988 Nine Months Ended September 30, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by (used in) operating activities $ (43,276 ) $ 81,718 $ 53,975 $ — $ 92,417 Cash flows from investing activities: Capital expenditures (4,181 ) (91,890 ) (250,133 ) — (346,204 ) Proceeds from sale of long-lived assets — 15,530 1,108 — 16,638 Contributions to equity method investments — (2,552 ) (16,256 ) — (18,808 ) Payments to acquire businesses — 563,783 (856,822 ) — (293,039 ) Distributions in excess of equity in earnings of affiliates — 14,348 4,948 — 19,296 Net cash provided by (used in) investing activities (4,181 ) 499,219 (1,117,155 ) — (622,117 ) Cash flows from financing activities: Debt issuance costs (10,839 ) — — — (10,839 ) Borrowings on credit facilities and issuance of senior notes, net of discount 1,333,377 — 20,000 — 1,353,377 Principal payments on credit facilities and other obligations (710,547 ) (19 ) (1,375 ) — (711,941 ) Debt extinguishment costs (16,293 ) — — — (16,293 ) Repurchase of common stock for payment of statutory taxes due on equity-based compensation (1,361 ) — — — (1,361 ) Dividends paid (94,714 ) — — — (94,714 ) Proceeds from issuance of common stock under employee stock purchase plan 796 — — — 796 Intercompany borrowing (advances), net (447,367 ) (580,918 ) 1,027,698 587 — Net cash provided by (used in) financing activities 53,052 (580,937 ) 1,046,323 587 519,025 Effect of exchange rate changes on cash and cash equivalents — — 4,472 — 4,472 Change in cash and cash equivalents 5,595 — (12,385 ) 587 (6,203 ) Cash and cash equivalents at beginning of period 19,002 — 59,796 (4,582 ) 74,216 Cash and cash equivalents at end of period $ 24,597 $ — $ 47,411 $ (3,995 ) $ 68,013 |
Overview (Details 1)
Overview (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Accounts receivable | $ 662,372 | $ 662,372 | $ 653,484 | ||
Other noncurrent assets | 138,158 | 138,158 | 132,600 | ||
Other Liabilities, Current | 7,880 | 7,880 | 3,395 | ||
Deferred income taxes | 52,897 | 52,897 | 46,585 | ||
Retained Earnings (Accumulated Deficit) | (74,522) | (74,522) | $ (50,706) | ||
Revenues | 633,996 | $ 545,922 | 1,891,399 | $ 1,475,111 | |
Cost of Goods and Services Sold | 468,871 | 398,252 | 1,377,092 | 1,087,357 | |
General and Administrative Expense | 21,904 | 38,389 | 71,267 | 86,920 | |
Income tax expense (benefit) | (2,697) | (37,249) | 16,773 | (33,529) | |
Net loss | 8,461 | (19,103) | (27,300) | (19,769) | |
Net loss attributable to common shareholders | $ 2,144 | $ (19,103) | $ (44,660) | $ (19,769) | |
Basic | $ 0.03 | $ (0.25) | $ (0.57) | $ (0.29) | |
Diluted | $ 0.03 | $ (0.25) | $ (0.57) | $ (0.29) | |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||||
Accounts receivable | $ 659,533 | $ 659,533 | |||
Other noncurrent assets | 118,292 | 118,292 | |||
Other Liabilities, Current | 7,269 | 7,269 | |||
Deferred income taxes | 47,189 | 47,189 | |||
Retained Earnings (Accumulated Deficit) | (90,908) | (90,908) | |||
Revenues | 627,070 | 1,872,875 | |||
Cost of Goods and Services Sold | 464,146 | 1,364,454 | |||
General and Administrative Expense | 21,804 | 70,967 | |||
Income tax expense (benefit) | (2,988) | 16,059 | |||
Net loss | 6,651 | (32,172) | |||
Net loss attributable to common shareholders | $ 334 | $ (49,532) | |||
Basic | $ 0.01 | $ (0.63) | |||
Diluted | $ 0.01 | $ (0.63) | |||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||||
Accounts receivable | $ 2,839 | $ 2,839 | |||
Other noncurrent assets | 19,866 | 19,866 | |||
Other Liabilities, Current | 611 | 611 | |||
Deferred income taxes | 5,708 | 5,708 | |||
Retained Earnings (Accumulated Deficit) | 16,386 | 16,386 | |||
Revenues | 6,926 | 18,524 | |||
Cost of Goods and Services Sold | 4,725 | 12,638 | |||
General and Administrative Expense | 100 | 300 | |||
Income tax expense (benefit) | 291 | 714 | |||
Net loss | 1,810 | 4,872 | |||
Net loss attributable to common shareholders | $ 1,810 | $ 4,872 | |||
Basic | $ 0.02 | $ 0.06 | |||
Diluted | $ 0.02 | $ 0.06 |
Overview (Details Textual)
Overview (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Jan. 01, 2018 | |
Accounting Standards Update 2017-07 [Member] | General and Administrative Expense [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results | $ 3.2 | $ 3.3 | |
Accounting Standards Update 2014-09 [Member] | Accumulated Deficit [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 11.5 |
Disposal of long-lived assets (
Disposal of long-lived assets (Details) - USD ($) $ in Millions | Apr. 12, 2018 | Mar. 15, 2018 | Sep. 30, 2018 |
SemMexico [Member] | |||
Disposal of long-lived assets [Line Items] | |||
Proceeds from Divestiture of Businesses | $ 70.7 | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 1.6 | ||
Income (loss) from disposal, excluding discontinued operations, before tax, excluding gain/loss on disposal | 2.3 | ||
SemLogistics [Member] | |||
Disposal of long-lived assets [Line Items] | |||
Proceeds from Divestiture of Businesses | $ 73.1 | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 0.4 | ||
Income (loss) from disposal, excluding discontinued operations, before tax, excluding gain/loss on disposal | 5.4 | ||
Glass Mountain Pipeline LLC [Member] | |||
Disposal of long-lived assets [Line Items] | |||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 1.4 |
Equity Method Investments - Inv
Equity Method Investments - Investment balances (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 277,021 | $ 285,281 |
White Cliffs Pipeline, L.L.C. [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | 258,098 | 266,362 |
NGL Energy Partners LP [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 18,923 | $ 18,919 |
Equity Method Investments - Equ
Equity Method Investments - Equity earnings, by investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||||
Earnings from equity method investments | $ 14,528 | $ 17,367 | $ 41,493 | $ 52,211 |
White Cliffs Pipeline, L.L.C. [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Earnings from equity method investments | 14,546 | 15,636 | 41,489 | 46,805 |
Glass Mountain Pipeline LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Earnings from equity method investments | 0 | 1,736 | 0 | 5,402 |
NGL Energy Partners LP [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Earnings from equity method investments | $ (18) | $ (5) | $ 4 | $ 4 |
Equity Method Investments - Dis
Equity Method Investments - Distributions received, by investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital | $ 18,640 | $ 23,257 | $ 57,219 | $ 70,902 |
White Cliffs Pipeline, L.L.C. [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital | 18,640 | 19,847 | 57,219 | 60,552 |
Glass Mountain Pipeline LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital | $ 0 | $ 3,410 | $ 0 | $ 10,350 |
Equity Method Investments - Sum
Equity Method Investments - Summarized financial information - White Cliffs (Details) - White Cliffs Pipeline, L.L.C. [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Summarized income statement information | ||||
Equity Method Investment, Summarized Financial Information, Revenue | $ 43,855 | $ 45,445 | $ 128,455 | $ 145,288 |
Equity Method Investment, Summarized Financial Information, Cost of Sales | (107) | (360) | (138) | 8,091 |
Equity Method Investment, Summarized Financial Information, Operating, General and Administrative Expenses | 5,514 | 5,723 | 17,511 | 17,849 |
Equity Method Investment, Summarized Financial Information, Depreciation and Amortization Expense | 9,624 | 9,154 | 28,821 | 27,619 |
Equity Method Investment, Summarized Financial Information, Net Income (Loss) | $ 28,825 | $ 30,928 | $ 82,262 | $ 91,688 |
Equity Method Investments (Deta
Equity Method Investments (Details Textual) - USD ($) $ in Millions | Dec. 22, 2017 | Sep. 30, 2018 |
White Cliffs Pipeline, L.L.C. [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Percentage of limited partner ownership interest | 51.00% | |
Partners' Capital Account, Contributions | $ 6.5 | |
Remaining expected capital contributions year one | $ 27.2 | |
Glass Mountain Pipeline LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Proceeds from sale of common units of equity method investee | $ 300 | |
NGL Energy Partners LP [Member] | General Partner [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
General partner ownership interest | 11.78% |
Financial Instruments - Fair va
Financial Instruments - Fair value of financial assets and liabilties (Details) - USD ($) $ in Thousands | 9 Months Ended | |||||
Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Document Period End Date | Sep. 30, 2018 | |||||
Fair Value, Measurements, Recurring [Member] | ||||||
Fair Value of Financial Assets and Liabilities | ||||||
Derivative Asset | $ 154 | $ 2,564 | ||||
Derivative Liability | 4,180 | 2,596 | ||||
Derivative Assets (Liabilities), at Fair Value, Net | (4,026) | (32) | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||
Fair Value of Financial Assets and Liabilities | ||||||
Derivative Asset, Fair Value, Gross Asset | 99 | 602 | ||||
Derivative Liability, Fair Value, Gross Liability | 3,242 | 1,970 | ||||
Derivative Assets (Liabilities), at Fair Value, Net | (3,143) | (1,368) | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value of Financial Assets and Liabilities | ||||||
Derivative Asset, Fair Value, Gross Asset | 0 | 2,564 | ||||
Derivative Liability, Fair Value, Gross Liability | 1,037 | 0 | ||||
Derivative Assets (Liabilities), at Fair Value, Net | (1,037) | 2,564 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value of Financial Assets and Liabilities | ||||||
Derivative Asset, Fair Value, Gross Asset | 154 | 0 | ||||
Derivative Liability, Fair Value, Gross Liability | 0 | 1,228 | ||||
Derivative Assets (Liabilities), at Fair Value, Net | 154 | (1,228) | ||||
Fair Value, Measurements, Recurring [Member] | Not Designated as Hedging Instrument [Member] | ||||||
Fair Value of Financial Assets and Liabilities | ||||||
Derivative Asset, Fair Value, Gross Liability | (99) | (602) | ||||
Derivative Liability, Fair Value, Gross Asset | (99) | (602) | ||||
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | ||||||
Fair Value of Financial Assets and Liabilities | ||||||
Derivative Asset | 0 | 0 | ||||
Derivative Liability | 3,143 | 1,368 | ||||
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||
Fair Value of Financial Assets and Liabilities | ||||||
Derivative Asset, Fair Value, Gross Asset | 99 | 602 | ||||
Derivative Asset, Fair Value, Gross Liability | (99) | (602) | ||||
Derivative Liability, Fair Value, Gross Liability | 3,242 | 1,970 | ||||
Derivative Liability, Fair Value, Gross Asset | (99) | (602) | ||||
Foreign Exchange Forward [Member] | Fair Value, Measurements, Recurring [Member] | ||||||
Fair Value of Financial Assets and Liabilities | ||||||
Derivative Asset | 2,564 | |||||
Derivative Liability | 1,037 | |||||
Foreign Exchange Forward [Member] | Fair Value, Measurements, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value of Financial Assets and Liabilities | ||||||
Derivative Asset, Fair Value, Gross Asset | 2,564 | |||||
Derivative Liability, Fair Value, Gross Liability | 1,037 | |||||
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value of Financial Assets and Liabilities | ||||||
Derivative Assets (Liabilities), at Fair Value, Net | 154 | $ 110 | (1,228) | $ (2,657) | $ 0 | $ 0 |
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | ||||||
Fair Value of Financial Assets and Liabilities | ||||||
Derivative Asset | 154 | |||||
Derivative Liability | 1,228 | |||||
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value of Financial Assets and Liabilities | ||||||
Derivative Asset, Fair Value, Gross Asset | $ 154 | |||||
Derivative Liability, Fair Value, Gross Liability | $ 1,228 |
Financial Instruments Financial
Financial Instruments Financial Instruments - Level 3 Changes in Fair Value (Details) - Not Designated as Hedging Instrument [Member] - Interest Rate Swap [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Derivative [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | $ (300) | $ (600) | $ 1,500 | $ 600 | |
Fair Value, Inputs, Level 3 [Member] | |||||
Derivative [Line Items] | |||||
Derivative Assets (Liabilities), at Fair Value, Net | 110 | 0 | (1,228) | 0 | |
Business Combination, Consideration Transferred, Liabilities Incurred | 0 | (3,275) | 0 | (3,275) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 | 0 | 0 | 0 | 0 | |
Derivative, Gain (Loss) on Derivative, Net | [1] | 268 | 618 | 1,487 | 618 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Settlements | (224) | 0 | (105) | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | $ 154 | $ (2,657) | $ 154 | $ (2,657) | |
[1] | *Gains and losses related to interest rate swaps are recorded in interest expense in the condensed consolidated statements of operations and comprehensive income (loss). |
Financial Instruments - Notiona
Financial Instruments - Notional amounts (Details) - Not Designated as Hedging Instrument [Member] - Commodity Contract [Member] - bbl bbl in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Short [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Nonmonetary Notional Amount, Volume | 2,704 | 3,386 | 10,467 | 9,980 |
Long [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Nonmonetary Notional Amount, Volume | 2,701 | 2,820 | 9,892 | 9,772 |
Financial Instruments - Fair _2
Financial Instruments - Fair value of commodity derivative assets and liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Derivatives, Fair Value [Line Items] | ||
Document Period End Date | Sep. 30, 2018 | |
Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | $ 0 | $ 0 |
Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability | $ 3,143 | $ 1,368 |
Financial Instruments - Realize
Financial Instruments - Realized and unrealized gains and losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commodity Contract [Member] | Not Designated as Hedging Instrument [Member] | ||||
Schedule of Realized and Unrealized Gains (Losses) from Commodity Derivatives | ||||
Derivative, Gain (Loss) on Derivative, Net | $ (1,247) | $ (3,987) | $ (13,477) | $ 4,886 |
Financial Instruments (Details
Financial Instruments (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Offsetting Assets [Line Items] | |||||
Document Period End Date | Sep. 30, 2018 | ||||
Margin Deposit Assets | $ 4.8 | $ 4.8 | $ 1.9 | ||
Derivative Asset, Fair Value, Amount Offset Against Collateral | 1.7 | 1.7 | 0.5 | ||
Largest Customer [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||
Offsetting Assets [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 147.1 | $ 492.5 | |||
Largest Customer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Offsetting Assets [Line Items] | |||||
Concentration Risk, Percentage | 25.00% | ||||
Largest Customer [Member] | Supplier Concentration Risk [Member] | Cost of Sales [Member] | |||||
Offsetting Assets [Line Items] | |||||
Purchases of Product | 64.1 | $ 158.1 | |||
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | |||||
Offsetting Assets [Line Items] | |||||
Derivative, Notional Amount | 524.3 | 524.3 | 491.1 | ||
Derivative, Gain (Loss) on Derivative, Net | (0.3) | $ (0.6) | 1.5 | $ 0.6 | |
Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | |||||
Offsetting Assets [Line Items] | |||||
Derivative, Notional Amount | 73.9 | 73.9 | 197.7 | ||
Derivative, Gain (Loss) on Derivative, Net | 1 | (5.5) | |||
Other Current Assets [Member] | Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | |||||
Offsetting Assets [Line Items] | |||||
Derivative Asset | 0.2 | 0.2 | 1.2 | ||
Other Current Liabilities [Member] | Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | |||||
Offsetting Assets [Line Items] | |||||
Derivative Asset | $ 2.6 | ||||
Derivative Liability | $ 1 | $ 1 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Taxes (Textual) [Abstract] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Effective Income Tax Rate Reconciliation, Percent | (47.00%) | 66.00% | (159.00%) | 63.00% |
Other Tax Expense (Benefit) | $ 10 | |||
Restricted Stock [Member] | ||||
Income Taxes (Textual) [Abstract] | ||||
Other Tax Expense (Benefit) | 1.7 | $ 1.4 | ||
Foreign tax credits and offset to branch deferreds [Member] | ||||
Income Taxes (Textual) [Abstract] | ||||
Other Tax Expense (Benefit) | $ 2.7 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 26, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Capital leases | $ 0 | $ 25 | |
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | (33,014) | (30,398) | |
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 2,625,486 | 2,858,620 | |
less: current portion of long-term debt | 6,000 | 5,525 | |
Long-term debt, net | $ 2,619,486 | 2,853,095 | |
Second Payment [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | |||
Long-term Debt, Gross | $ 0 | 565,868 | |
HFOTCO LLC [Member] | Term Loan B [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
Long-term Debt, Gross | $ 598,500 | $ 600,000 | 532,125 |
HFOTCO LLC [Member] | Tax Exempt Notes Payable due 2050 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.198% | ||
Long-term Debt, Gross | $ 225,000 | 225,000 | |
HFOTCO LLC [Member] | HFOTCO Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Line of Credit | $ 75,000 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Interest Rate at Period End | 2.75% | ||
Senior Notes [Member] | Senior Unsecured Notes due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Long-term Debt, Gross | $ 400,000 | 400,000 | |
Senior Notes [Member] | Senior unsecured notes due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.625% | ||
Long-term Debt, Gross | $ 350,000 | 350,000 | |
Senior Notes [Member] | Senior Unsecured Notes due 2025 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.375% | ||
Long-term Debt, Gross | $ 325,000 | 325,000 | |
Senior Notes [Member] | Senior Unsecured Notes due 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 7.25% | ||
Long-term Debt, Gross | $ 300,000 | 300,000 | |
Line of Credit [Member] | Revolving Credit Facility [Member] | HFOTCO Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Interest Rate at Period End | |||
Long-term Line of Credit | $ 0 | 60,000 | |
Alternate Base Rate [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | Corporate Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Interest Rate at Period End | 7.00% | ||
Long-term Line of Credit | $ 85,000 | 0 | |
Eurodollar [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | Corporate Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Interest Rate at Period End | 4.871% | ||
Long-term Line of Credit | $ 375,000 | $ 131,000 |
Long-Term Debt Letters of Credi
Long-Term Debt Letters of Credit (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Bilateral Letter of Credit [Member] | |
Debt Instrument [Line Items] | |
Line of Credit Facility, Interest Rate at Period End | 1.75% |
Letters of credit outstanding | $ 47,501 |
Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Line of Credit Facility, Interest Rate at Period End | 2.75% |
Letters of credit outstanding | $ 28,335 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ in Thousands | Apr. 17, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 26, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||
Interest Costs Capitalized | $ 9,600 | $ 15,400 | |||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 1,000,000 | ||||
Second Payment [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 0 | $ 565,868 | |||
HFOTCO Credit Facility [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Line of Credit | 0 | 60,000 | |||
HFOTCO LLC [Member] | Term Loan B [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Periodic Payment, Principal | 1,500 | ||||
Long-term Debt, Gross | 598,500 | $ 600,000 | $ 532,125 | ||
Limit on potential increase in facility | 120,000 | ||||
Debt Instrument, Unamortized Discount | $ 1,500 | ||||
HFOTCO LLC [Member] | HFOTCO Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Line of Credit | 75,000 | ||||
Fair Value, Inputs, Level 2 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Fair Value | $ 2,600,000 | ||||
Second Payment [Member] | |||||
Debt Instrument [Line Items] | |||||
Extinguishment of Debt, Amount | $ 579,600 | ||||
Eurodollar [Member] | HFOTCO LLC [Member] | Term Loan B [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||
Alternate Base Rate [Member] | HFOTCO LLC [Member] | Term Loan B [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% |
Commitments and Contingencies -
Commitments and Contingencies - Purchase and sales commitments (Details) bbl in Thousands, $ in Thousands | Sep. 30, 2018USD ($)bbl |
Fixed Price Sales [Member] | |
Summary Of Purchase And Sale Commitments | |
Sale commitments, Volume (barrels) | bbl | 1,469 |
Sale commitments, Value | $ | $ 102,801 |
Floating Price Sales [Member] | |
Summary Of Purchase And Sale Commitments | |
Sale commitments, Volume (barrels) | bbl | 12,225 |
Sale commitments, Value | $ | $ 728,646 |
Fixed Price Purchases [Member] | |
Summary Of Purchase And Sale Commitments | |
Purchase commitments, Volume (barrels) | bbl | 1,469 |
Purchase commitments, Value | $ | $ 102,956 |
Floating Price Purchases [Member] | |
Summary Of Purchase And Sale Commitments | |
Purchase commitments, Volume (barrels) | bbl | 8,506 |
Purchase commitments, Value | $ | $ 632,046 |
Commitments and Contingencies_2
Commitments and Contingencies - Take or Pay (Details) - SemGas [Member] - Fractionation capacity [Member] $ in Thousands | Sep. 30, 2018USD ($) |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Remainder of the year | $ 2,720 |
Purchase Obligation, Due in Second Year | 9,783 |
Purchase Obligation, Due in Third Year | 9,063 |
Purchase Obligation, Due in Fourth Year | 7,337 |
Purchase Obligation, Due in Fifth Year | 6,905 |
Purchase Obligation, Due after Fifth Year | 2,854 |
Purchase Obligation | $ 38,662 |
Commitments and Contingencies_3
Commitments and Contingencies - Take or Pay 2 (Details) - Crude Supply and Logistics [Member] - Third-party pipeline [Member] $ in Thousands | Sep. 30, 2018USD ($) |
Long-term Purchase Commitment [Line Items] | |
Unrecorded Unconditional Purchase Obligation, Due in Remainder of Fiscal Year | $ 5,449 |
Unrecorded Unconditional Purchase Obligation, Due within Two Years | 21,865 |
Unrecorded Unconditional Purchase Obligation, Due within Three Years | 19,751 |
Unrecorded Unconditional Purchase Obligation, Due within Four Years | 12,976 |
Unrecorded Unconditional Purchase Obligation, Due within Five Years | 13,231 |
Unrecorded Unconditional Purchase Obligation, Due after Five Years | 20,312 |
Unrecorded Unconditional Purchase Obligation | $ 93,584 |
Commitments and Contingencies_4
Commitments and Contingencies (Details Textual) $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Commitments and Contingencies (Textual) [Abstract] | |
Site contingency number of sites checked | 6 |
Sites in various stages of follow-up | 4 |
Sites with limited soil and ground water impact | 2 |
Sites requiring additional investigation | 2 |
Minimum [Member] | |
Commitments and Contingencies (Textual) [Abstract] | |
Notice required to cancel purchase agreements, days | 30 days |
Maximum [Member] | |
Commitments and Contingencies (Textual) [Abstract] | |
Notice required to cancel purchase agreements, days | 120 days |
Crude Transportation [Member] | |
Commitments and Contingencies (Textual) [Abstract] | |
Site contingency number of sites checked | 5 |
SemGas [Member] | |
Commitments and Contingencies (Textual) [Abstract] | |
Site contingency number of sites checked | 1 |
SemCAMS [Member] | |
Commitments and Contingencies (Textual) [Abstract] | |
Asset retirement obligation liability | $ 21.2 |
Estimated cost to retire facilities | $ 128.9 |
Equity - Dividends (Details)
Equity - Dividends (Details) - $ / shares | Nov. 26, 2018 | Aug. 29, 2018 | May 25, 2018 | Mar. 19, 2018 | Dec. 01, 2017 | Aug. 28, 2017 | May 26, 2017 | Mar. 17, 2017 |
Dividends Payable [Line Items] | ||||||||
Dividend Per Share, Paid | $ 0.4725 | $ 0.4725 | $ 0.4725 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | |
Subsequent Event [Member] | ||||||||
Dividends Payable [Line Items] | ||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.4725 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Oct. 22, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
EQUITY (Textual) [Abstract] | |||
Proceeds from preferred stock issuance, net of offering costs | $ 342,299 | $ 0 | |
Outstanding unvested equity compensation awards | 1,414,780 | ||
Additional equity compensation awards that could vest if certain targets are achieved | 570,000 | ||
Equity compensation awards granted during the period | 687,470 | ||
Weighted average grant date fair value of equity awards granted during the period | $ 22.61 | ||
Employee Stock [Member] | |||
EQUITY (Textual) [Abstract] | |||
Employee Stock Purchase Plan shares issued during period | 53,757 | ||
Stock Compensation Plan [Member] | |||
EQUITY (Textual) [Abstract] | |||
Vested common stock | 199,064 | ||
Cash settled UUD [Member] | |||
EQUITY (Textual) [Abstract] | |||
Unvested Dividend Equivalent Value | $ 2,400 | ||
Subsequent Event [Member] | Maurepas Pipeline LLC [Member] | |||
EQUITY (Textual) [Abstract] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | ||
Subsequent Event [Member] | Noncontrolling Interest [Member] | |||
EQUITY (Textual) [Abstract] | |||
Proceeds from preferred stock issuance, net of offering costs | $ 350,000 | ||
Dividends, Preferred Stock, Cash | 2,200 | ||
Base price, repurchase option on noncontrolling interest | $ 350,000 | ||
Annual increase is base price, repurchase option, noncontrolling interest | 1.00% | ||
Preferred stock non-call period | 24 months |
Preferred Stock (Details Textua
Preferred Stock (Details Textual) - USD ($) | Oct. 31, 2018 | Aug. 29, 2018 | May 25, 2018 | Jan. 19, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Preferred Stock, Shares Issued | 350,000 | 350,000 | 0 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0 | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 10,606,061 | 10,940,681 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||
Preferred Stock, Dividend Rate, Percentage | 7.00% | |||||
Preferred stock per share annualized dividend | $ 70 | |||||
Preferred Stock, Redemption Price Per Share | 33 | |||||
Minimum required closing share price for the Company to cause conversion | $ 47.85 | |||||
Preferred Stock, Minimum Conversion Amount | $ 50,000,000 | |||||
Minimum cash consideration in change of control to require conversion | 90.00% | |||||
Minimum affirmative vote of preferred stockholders required to undertake certain transactions | 66.66% | |||||
Option change in control redemption premium, less than 90% cash transaction | 101.00% | |||||
Maximum parity stock issuable, amount | $ 250,000,000 | |||||
Maximum aggregate value of outstanding preferred stock to issue parity stock | $ 100,000,000 | |||||
Preferred stock ownership required for preemptive rights | 75.00% | |||||
Preferred stock ownership required to have board observer | 50.00% | |||||
Minimum ownership required to maintain registration rights | 5.00% | |||||
Dividends, Preferred Stock, Paid-in-kind | $ 6,200,000 | $ 4,800,000 | ||||
Subsequent Event [Member] | ||||||
Dividends, Preferred Stock, Paid-in-kind | $ 6,300,000 | |||||
Cumulative Preferred Stock [Member] | ||||||
Shares Issued, Price Per Share | $ 1,000 | |||||
Stock Issued During Period, Value, New Issues | $ 350,000,000 | |||||
Payments of Stock Issuance Costs | $ 7,700,000 | |||||
On or prior to the first anniversary of the Issue Date [Domain] | ||||||
Cash Change of Control Conversion Premium | 130.00% | |||||
On or prior to the second anniversary of the Issue Date [Domain] | ||||||
Cash Change of Control Conversion Premium | 120.00% | |||||
On or prior to the third anniversary of the Issue Date [Domain] | ||||||
Cash Change of Control Conversion Premium | 105.00% | |||||
After the third anniversary of the Issue Date [Domain] | ||||||
Cash Change of Control Conversion Premium | 101.00% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Other Comprehensive Income (Loss), Foreign Currency Translation Gain (Loss) Arising During Period, Tax | $ 1,081 | $ 2,994 | $ (6,992) | $ 12,110 | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (26,098) | (49,699) | (26,098) | (49,699) | $ (29,450) | $ (53,801) | $ (58,929) | $ (73,914) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 3,349 | 9,214 | (21,651) | 24,170 | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 49,346 | |||||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | 3 | 16 | 8 | 45 | ||||
Other Comprehensive Income (Loss), Foreign Currency Translation, Gain (Loss), Reclassification Adjustment from AOCI, after Tax | (15,935) | |||||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax | 1 | 6 | 2 | 17 | ||||
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (23,319) | (47,255) | (23,319) | (47,255) | (26,668) | (51,014) | (56,469) | (71,425) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 3,349 | 9,214 | (21,651) | 24,170 | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 49,346 | |||||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | 0 | 0 | 0 | 0 | ||||
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (2,779) | (2,444) | (2,779) | (2,444) | $ (2,782) | $ (2,787) | $ (2,460) | $ (2,489) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 0 | 0 | 0 | 0 | ||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | |||||||
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax | $ 3 | $ 16 | $ 8 | $ 45 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | $ 633,996 | $ 545,922 | $ 1,891,399 | $ 1,475,111 |
Direct Financing Lease, Revenue | 3,937 | 2,646 | 12,517 | 2,646 |
Crude Transportation [Member] | ||||
Revenues | 27,309 | 18,824 | 82,025 | 46,822 |
Crude Facilities [Member] | ||||
Revenues | 8,657 | 9,053 | 27,762 | 28,513 |
Crude Supply and Logistics [Member] | ||||
Revenues | 434,591 | 339,874 | 1,259,709 | 928,664 |
HFOTCO LLC [Member] | ||||
Revenues | 49,728 | 34,675 | 139,869 | 34,675 |
Direct Financing Lease, Revenue | 3,937 | 2,647 | 12,517 | 2,647 |
SemGas [Member] | ||||
Revenues | 71,772 | 54,095 | 183,177 | 167,605 |
SemCAMS [Member] | ||||
Revenues | 41,939 | 39,500 | 156,715 | 136,412 |
Corporate, Non-Segment [Member] | ||||
Revenues | 0 | 49,902 | 42,142 | 132,421 |
Intersegment Eliminations [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | (15,164) | (13,708) | (42,905) | (38,700) |
Revenues | (15,164) | (13,708) | (42,905) | (38,700) |
Intersegment Eliminations [Member] | Crude Transportation [Member] | ||||
Revenues | 7,630 | 8,988 | 22,669 | 22,443 |
Intersegment Eliminations [Member] | Crude Facilities [Member] | ||||
Revenues | 2,831 | 2,567 | 8,669 | 7,563 |
Intersegment Eliminations [Member] | SemGas [Member] | ||||
Revenues | 4,703 | 2,152 | 11,567 | 8,693 |
Pipeline transportation [Member] | Crude Transportation [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 22,438 | 12,497 | 66,225 | 25,124 |
Truck Transportation Revenue [Member] | Crude Transportation [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 12,501 | 15,315 | 38,469 | 44,141 |
Storage Services [Member] | Crude Facilities [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 7,182 | 7,484 | 22,191 | 22,548 |
Storage Services [Member] | HFOTCO LLC [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 36,263 | 27,363 | 101,247 | 27,363 |
Storage Services [Member] | Corporate, Non-Segment [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 5,931 | 7,753 | 17,772 |
Service Fees [Member] | Crude Facilities [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 4,306 | 4,136 | 14,240 | 13,528 |
Service Fees [Member] | HFOTCO LLC [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 9,528 | 4,665 | 26,105 | 4,665 |
Service Fees [Member] | SemGas [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 18,668 | 12,741 | 52,453 | 40,882 |
Service Fees [Member] | SemCAMS [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 27,609 | 25,068 | 108,553 | 91,014 |
Service Fees [Member] | Corporate, Non-Segment [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 1,668 | 3,070 | 5,138 |
Product [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 487,693 | 423,531 | 1,421,751 | 1,164,898 |
Product [Member] | Crude Supply and Logistics [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 434,591 | 339,874 | 1,259,709 | 928,664 |
Product [Member] | SemGas [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 57,807 | 43,506 | 142,291 | 135,416 |
Product [Member] | Corporate, Non-Segment [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 42,303 | 31,319 | 109,511 |
Other revenue [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 14,526 | 14,458 | 48,432 | 45,600 |
Other revenue [Member] | SemCAMS [Member] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 14,330 | $ 14,432 | $ 48,162 | $ 45,398 |
Revenue (Details 2)
Revenue (Details 2) $ in Thousands | Sep. 30, 2018USD ($) |
Period 1 [Member] | |
Revenue, Remaining Performance Obligation, Amount | $ 80,242 |
Period 2 [Member] | |
Revenue, Remaining Performance Obligation, Amount | 256,782 |
Period 3 [Member] | |
Revenue, Remaining Performance Obligation, Amount | 217,510 |
Period 4 [Member] | |
Revenue, Remaining Performance Obligation, Amount | 173,283 |
Period 5 [Member] | |
Revenue, Remaining Performance Obligation, Amount | 161,903 |
Thereafter [Member] | |
Revenue, Remaining Performance Obligation, Amount | $ 1,387,769 |
Revenue (Details 3)
Revenue (Details 3) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Take-or-pay [Member] | ||
Contract with Customer, Asset, Net, Noncurrent | $ 10,368 | $ 0 |
Revenue (Details Textual)
Revenue (Details Textual) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | |
Deferred Revenue, Revenue Recognized | $ 0.4 | $ 3.6 |
Capitalized Contract Cost, Net | $ 9.5 | $ 9.5 |
capitalized contract costs amortization period | 25 | 25 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Earnings from equity method investments | $ 14,528 | $ 17,367 | $ 41,493 | $ 52,211 | |
Revenues | 633,996 | 545,922 | 1,891,399 | 1,475,111 | |
Depreciation and amortization | 53,598 | 50,135 | 155,889 | 100,336 | |
Income tax expense (benefit) | (2,697) | (37,249) | 16,773 | (33,529) | |
EBITDA Adjustment to Equity Earnings | 4,926 | 6,678 | 14,695 | 20,079 | |
Net unrealized loss (gain) related to commodity derivative instruments | 4,860 | (1,833) | (1,775) | (932) | |
General and Administrative Expense | 21,904 | 38,389 | 71,267 | 86,920 | |
Loss (gain) on disposal or impairment, net | (383) | 41,625 | (2,125) | 43,801 | |
Interest Expense | 35,318 | 32,711 | 113,683 | 60,055 | |
Loss on early extinguishment of debt | 0 | 0 | 0 | 19,930 | |
Foreign currency transaction loss (gain) | (983) | (747) | 4,625 | (1,758) | |
Other expense (income), net | (400) | (3,390) | (1,883) | (4,116) | |
Net loss | 8,461 | (19,103) | (27,300) | (19,769) | |
Total assets | 5,297,775 | 5,297,775 | $ 5,376,817 | ||
Equity method investments | 277,021 | 277,021 | 285,281 | ||
Crude Transportation [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Earnings from equity method investments | 14,546 | 17,372 | 41,489 | 52,207 | |
Revenues | 27,309 | 18,824 | 82,025 | 46,822 | |
SemCAMS [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 41,939 | 39,500 | 156,715 | 136,412 | |
SemGas [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 71,772 | 54,095 | 183,177 | 167,605 | |
Crude Facilities [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 8,657 | 9,053 | 27,762 | 28,513 | |
Crude Supply and Logistics [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 434,591 | 339,874 | 1,259,709 | 928,664 | |
HFOTCO LLC [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 49,728 | 34,675 | 139,869 | 34,675 | |
Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Earnings from equity method investments | (18) | (5) | 4 | 4 | |
Revenues | 0 | 49,902 | 42,142 | 132,421 | |
Depreciation and amortization | 747 | 3,663 | 2,263 | 10,377 | |
Income tax expense (benefit) | (5,743) | (38,685) | 7,231 | (38,656) | |
Segment profit | (913) | 8,421 | 9,878 | 25,084 | |
Total assets | 98,147 | 98,147 | 271,806 | ||
Equity method investments | 18,923 | 18,923 | 18,919 | ||
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment profit | 114,884 | 110,882 | 347,399 | 272,881 | |
Operating Segments [Member] | Crude Transportation [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | 12,802 | 11,170 | 38,331 | 23,595 | |
Segment profit | 38,135 | 34,585 | 110,310 | 91,864 | |
Total assets | 1,019,010 | 1,019,010 | 1,039,399 | ||
Equity method investments | 258,098 | 258,098 | 266,362 | ||
Operating Segments [Member] | SemCAMS [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | 5,250 | 4,727 | 15,752 | 13,657 | |
Income tax expense (benefit) | 2,837 | 1,270 | 8,943 | 4,961 | |
Segment profit | 20,543 | 16,704 | 64,104 | 52,606 | |
Total assets | 672,471 | 672,471 | 518,900 | ||
Operating Segments [Member] | SemGas [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | 10,837 | 9,114 | 32,107 | 27,140 | |
Segment profit | 19,754 | 15,555 | 49,468 | 53,266 | |
Total assets | 725,520 | 725,520 | 714,777 | ||
Operating Segments [Member] | Crude Facilities [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | 2,170 | 2,058 | 6,455 | 6,024 | |
Segment profit | 8,209 | 8,806 | 27,233 | 27,851 | |
Total assets | 148,332 | 148,332 | 153,953 | ||
Operating Segments [Member] | Crude Supply and Logistics [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | 217 | 103 | 608 | 243 | |
Segment profit | (7,005) | (1,693) | (15,547) | (6,294) | |
Total assets | 600,455 | 600,455 | 674,684 | ||
Operating Segments [Member] | HFOTCO LLC [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Depreciation and amortization | 21,575 | 19,300 | 60,373 | 19,300 | |
Income tax expense (benefit) | 209 | 166 | 599 | 166 | |
Segment profit | 36,161 | 28,504 | 101,953 | 28,504 | |
Total assets | 2,033,840 | 2,033,840 | $ 2,003,298 | ||
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (15,164) | (13,708) | (42,905) | (38,700) | |
Intersegment Eliminations [Member] | Crude Transportation [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 7,630 | 8,988 | 22,669 | 22,443 | |
Intersegment Eliminations [Member] | SemGas [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 4,703 | 2,152 | 11,567 | 8,693 | |
Intersegment Eliminations [Member] | Crude Facilities [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 2,831 | $ 2,567 | $ 8,669 | $ 7,563 |
Earnings Per Share - Basic (De
Earnings Per Share - Basic (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Basic earnings per share | ||||
Net income (loss) | $ 8,461 | $ (19,103) | $ (27,300) | $ (19,769) |
Less: cumulative preferred stock dividends | 6,317 | 0 | 17,360 | 0 |
Net income (loss) attributable to common shareholders | $ 2,144 | $ (19,103) | $ (44,660) | $ (19,769) |
Weighted average common stock outstanding | 78,353 | 75,974 | 78,290 | 69,149 |
Basic earnings (loss) per share, Net | $ 0.03 | $ (0.25) | $ (0.57) | $ (0.29) |
Earnings Per Share - Diluted (D
Earnings Per Share - Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Diluted earnings per share | ||||
Net income (loss) | $ 8,461 | $ (19,103) | $ (27,300) | $ (19,769) |
Less: cumulative preferred stock dividends | 6,317 | 0 | 17,360 | 0 |
Net income (loss) attributable to common shareholders | $ 2,144 | $ (19,103) | $ (44,660) | $ (19,769) |
Weighted average common stock outstanding | 78,353 | 75,974 | 78,290 | 69,149 |
Effect of dilutive securities | 624 | 0 | 0 | 0 |
Denominator, Net, Diluted | 78,977 | 75,974 | 78,290 | 69,149 |
Diluted earnings (loss) per share, Net | $ 0.03 | $ (0.25) | $ (0.57) | $ (0.29) |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Operating assets and liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Components of operating assets and liabilities | ||
Decrease (increase) in restricted cash | $ 33 | $ 28 |
Decrease (increase) in accounts receivable | (14,835) | (36,203) |
Decrease (increase) in receivable from affiliates | 793 | 19,924 |
Decrease (increase) in inventories | 57,530 | (28,297) |
Decrease (increase) in other current assets | (4,007) | (3,409) |
Decrease (increase) in other assets | (3,131) | (17,723) |
Increase (decrease) in accounts payable and accrued liabilities | (37,453) | 57,073 |
Increase (decrease) in payable to affiliates | (5,619) | (21,631) |
Increase (decrease) in other noncurrent liabilities | (3,637) | 7,370 |
Total changes in operating assets and liabilities | $ (10,326) | $ (22,868) |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information (Details Textual) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 140.2 | $ 58.6 |
Income Taxes Paid, Net | 15.3 | 3.1 |
Capital Expenditures Incurred but Not yet Paid | 55.9 | 25 |
Insurance prepayment financed [Member] | ||
Liabilities Assumed | $ 7.2 | $ 6.1 |
Related Party Transactions (Det
Related Party Transactions (Details) - Equity Method Investee [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
NGL Energy [Member] | ||||
Related Party Transaction | ||||
Revenue from Related Parties | $ 6,835 | $ 15,652 | $ 14,013 | $ 40,368 |
Related Party Transaction, Purchases from Related Party | 128 | 12,414 | 508 | 29,562 |
White Cliffs Pipeline L L C [Member] | ||||
Related Party Transaction | ||||
Related Party Transaction, Purchases from Related Party | 2,834 | 0 | 3,729 | 8,616 |
White Cliffs Pipeline L L C [Member] | Crude Oil Revenue [Member] | ||||
Related Party Transaction | ||||
Revenue from Related Parties | 0 | 0 | 0 | 436 |
White Cliffs Pipeline L L C [Member] | Storage [Member] | ||||
Related Party Transaction | ||||
Revenue from Related Parties | 1,088 | 1,087 | 3,264 | 3,263 |
White Cliffs Pipeline L L C [Member] | Transportation Fees [Member] | ||||
Related Party Transaction | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 3,135 | 3,111 | 9,455 | 8,152 |
White Cliffs Pipeline L L C [Member] | Management Fees [Member] | ||||
Related Party Transaction | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 140 | $ 133 | $ 406 | $ 387 |
Condensed Consolidating Guara_3
Condensed Consolidating Guarantor Financial Statements - Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||||||
Cash and cash equivalents | $ 69,988 | $ 93,699 | $ 68,013 | $ 74,216 | ||
Accounts receivable | 662,372 | 653,484 | ||||
Due from Related Parties, Current | 187 | 1,691 | ||||
Current assets held for sale | 0 | 38,063 | ||||
Inventories | 49,232 | 101,665 | ||||
Other Assets, Current | 19,320 | 14,297 | ||||
Assets, Current | 801,099 | 902,899 | ||||
Property, plant and equipment (net of accumulated depreciation of $570,720 and $444,842, respectively) | 3,450,756 | 3,315,131 | ||||
Equity method investments | 277,021 | 285,281 | ||||
Goodwill | 257,302 | 257,302 | ||||
Intangible Assets, Net (Excluding Goodwill) | 373,439 | 398,643 | ||||
Other noncurrent assets | 138,158 | 132,600 | ||||
Noncurrent assets held for sale | 0 | 84,961 | ||||
Assets | 5,297,775 | 5,376,817 | ||||
Current liabilities: | ||||||
Accounts Payable | 545,035 | 587,898 | ||||
Due to Related Parties | 1,294 | 6,971 | ||||
Accrued liabilities | 111,455 | 131,407 | ||||
Current liabilities held for sale | 0 | 23,847 | ||||
Other current liabilities including deferred revenue and current portion of long-term debt | 24,091 | 16,438 | ||||
Liabilities, Current | 681,875 | 766,561 | ||||
Long-term debt, net | 2,619,486 | 2,853,095 | ||||
Deferred income taxes | 52,897 | 46,585 | ||||
Other Liabilities, Noncurrent | 34,209 | 38,495 | ||||
Noncurrent liabilities held for sale | 0 | 13,716 | ||||
Commitments and Contingencies | ||||||
Preferred stock, $0.01 par value, $361,043 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) | 353,323 | 0 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,555,985 | $ 1,584,518 | 1,658,365 | 1,693,891 | $ 1,405,399 | 1,445,965 |
Liabilities and Equity | 5,297,775 | 5,376,817 | ||||
Consolidation, Eliminations [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | (2,704) | (8,630) | (3,995) | (4,582) | ||
Accounts receivable | 0 | 0 | ||||
Due from Related Parties, Current | 0 | 0 | ||||
Current assets held for sale | 0 | |||||
Inventories | 0 | 0 | ||||
Other Assets, Current | 0 | 0 | ||||
Assets, Current | (2,704) | (8,630) | ||||
Property, plant and equipment (net of accumulated depreciation of $570,720 and $444,842, respectively) | 0 | 0 | ||||
Equity method investments | (4,242,592) | (4,910,292) | ||||
Goodwill | 0 | 0 | ||||
Intangible Assets, Net (Excluding Goodwill) | 0 | 0 | ||||
Other noncurrent assets | 0 | 0 | ||||
Noncurrent assets held for sale | 0 | |||||
Assets | (4,245,296) | (4,918,922) | ||||
Current liabilities: | ||||||
Accounts Payable | 0 | 0 | ||||
Due to Related Parties | 0 | 0 | ||||
Accrued liabilities | 4 | (2) | ||||
Current liabilities held for sale | 0 | |||||
Other current liabilities including deferred revenue and current portion of long-term debt | 0 | 0 | ||||
Liabilities, Current | 4 | (2) | ||||
Long-term debt, net | (6,459) | (23,190) | ||||
Deferred income taxes | 0 | 0 | ||||
Other Liabilities, Noncurrent | 0 | 0 | ||||
Noncurrent liabilities held for sale | 0 | |||||
Commitments and Contingencies | ||||||
Preferred stock, $0.01 par value, $361,043 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) | 0 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (4,238,841) | (4,895,730) | ||||
Liabilities and Equity | (4,245,296) | (4,918,922) | ||||
Reportable Legal Entities [Member] | Parent Company [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 21,397 | 32,457 | 24,597 | 19,002 | ||
Accounts receivable | 1 | (9) | ||||
Due from Related Parties, Current | 38 | 58 | ||||
Current assets held for sale | 0 | |||||
Inventories | 0 | 0 | ||||
Other Assets, Current | 5,672 | 6,671 | ||||
Assets, Current | 27,108 | 39,177 | ||||
Property, plant and equipment (net of accumulated depreciation of $570,720 and $444,842, respectively) | 7,014 | 8,086 | ||||
Equity method investments | 3,677,582 | 3,085,274 | ||||
Goodwill | 0 | 0 | ||||
Intangible Assets, Net (Excluding Goodwill) | 6 | 10 | ||||
Other noncurrent assets | 36,859 | 45,587 | ||||
Noncurrent assets held for sale | 0 | |||||
Assets | 3,748,569 | 3,178,134 | ||||
Current liabilities: | ||||||
Accounts Payable | 535 | 646 | ||||
Due to Related Parties | 0 | 10 | ||||
Accrued liabilities | 25,827 | 38,747 | ||||
Current liabilities held for sale | 0 | |||||
Other current liabilities including deferred revenue and current portion of long-term debt | 3,431 | 1,922 | ||||
Liabilities, Current | 29,793 | 41,325 | ||||
Long-term debt, net | 1,806,432 | 1,474,491 | ||||
Deferred income taxes | 1,298 | 1,892 | ||||
Other Liabilities, Noncurrent | 1,738 | 2,061 | ||||
Noncurrent liabilities held for sale | 0 | |||||
Commitments and Contingencies | ||||||
Preferred stock, $0.01 par value, $361,043 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) | 353,323 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,555,985 | 1,658,365 | ||||
Liabilities and Equity | 3,748,569 | 3,178,134 | ||||
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | ||
Accounts receivable | 545,033 | 562,967 | ||||
Due from Related Parties, Current | 3 | 1,421 | ||||
Current assets held for sale | 0 | |||||
Inventories | 49,232 | 101,665 | ||||
Other Assets, Current | 9,321 | 4,493 | ||||
Assets, Current | 603,589 | 670,546 | ||||
Property, plant and equipment (net of accumulated depreciation of $570,720 and $444,842, respectively) | 1,003,593 | 1,002,982 | ||||
Equity method investments | 842,031 | 2,110,299 | ||||
Goodwill | 0 | 0 | ||||
Intangible Assets, Net (Excluding Goodwill) | 121,633 | 127,783 | ||||
Other noncurrent assets | 3,262 | 3,097 | ||||
Noncurrent assets held for sale | 0 | |||||
Assets | 2,574,108 | 3,914,707 | ||||
Current liabilities: | ||||||
Accounts Payable | 493,015 | 533,651 | ||||
Due to Related Parties | 1,294 | 6,961 | ||||
Accrued liabilities | 20,771 | 26,092 | ||||
Current liabilities held for sale | 0 | |||||
Other current liabilities including deferred revenue and current portion of long-term debt | 7,011 | 5,532 | ||||
Liabilities, Current | 522,091 | 572,236 | ||||
Long-term debt, net | 6,459 | 572,558 | ||||
Deferred income taxes | 0 | 0 | ||||
Other Liabilities, Noncurrent | 0 | 0 | ||||
Noncurrent liabilities held for sale | 0 | |||||
Commitments and Contingencies | ||||||
Preferred stock, $0.01 par value, $361,043 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) | 0 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,045,558 | 2,769,913 | ||||
Liabilities and Equity | 2,574,108 | 3,914,707 | ||||
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | 51,295 | 69,872 | $ 47,411 | $ 59,796 | ||
Accounts receivable | 117,338 | 90,526 | ||||
Due from Related Parties, Current | 146 | 212 | ||||
Current assets held for sale | 38,063 | |||||
Inventories | 0 | 0 | ||||
Other Assets, Current | 4,327 | 3,133 | ||||
Assets, Current | 173,106 | 201,806 | ||||
Property, plant and equipment (net of accumulated depreciation of $570,720 and $444,842, respectively) | 2,440,149 | 2,304,063 | ||||
Equity method investments | 0 | 0 | ||||
Goodwill | 257,302 | 257,302 | ||||
Intangible Assets, Net (Excluding Goodwill) | 251,800 | 270,850 | ||||
Other noncurrent assets | 98,037 | 83,916 | ||||
Noncurrent assets held for sale | 84,961 | |||||
Assets | 3,220,394 | 3,202,898 | ||||
Current liabilities: | ||||||
Accounts Payable | 51,485 | 53,601 | ||||
Due to Related Parties | 0 | 0 | ||||
Accrued liabilities | 64,853 | 66,570 | ||||
Current liabilities held for sale | 23,847 | |||||
Other current liabilities including deferred revenue and current portion of long-term debt | 13,649 | 8,984 | ||||
Liabilities, Current | 129,987 | 153,002 | ||||
Long-term debt, net | 813,054 | 829,236 | ||||
Deferred income taxes | 51,599 | 44,693 | ||||
Other Liabilities, Noncurrent | 32,471 | 36,434 | ||||
Noncurrent liabilities held for sale | 13,716 | |||||
Commitments and Contingencies | ||||||
Preferred stock, $0.01 par value, $361,043 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) | 0 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,193,283 | 2,125,817 | ||||
Liabilities and Equity | $ 3,220,394 | $ 3,202,898 |
Condensed Consolidating Guara_4
Condensed Consolidating Guarantor Financial Statements - Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Direct Financing Lease, Revenue | $ 3,937 | $ 2,646 | $ 12,517 | $ 2,646 |
Total Revenues | 633,996 | 545,922 | 1,891,399 | 1,475,111 |
Cost of Goods and Services Sold | 468,871 | 398,252 | 1,377,092 | 1,087,357 |
Expenses: | ||||
Operating | 64,835 | 62,666 | 224,871 | 188,095 |
General and administrative | 21,904 | 38,389 | 71,267 | 86,920 |
Depreciation and amortization | 53,598 | 50,135 | 155,889 | 100,336 |
Loss (gain) on disposal or impairment, net | (383) | 41,625 | (2,125) | 43,801 |
Total expenses | 608,825 | 591,067 | 1,826,994 | 1,506,509 |
Earnings from equity method investments | 14,528 | 17,367 | 41,493 | 52,211 |
Operating income | 39,699 | (27,778) | 105,898 | 20,813 |
Other expenses (income), net: | ||||
Interest Expense | 35,318 | 32,711 | 113,683 | 60,055 |
Loss on early extinguishment of debt | 0 | 0 | 0 | 19,930 |
Foreign currency transaction loss (gain) | (983) | (747) | 4,625 | (1,758) |
Other expense (income), net | (400) | (3,390) | (1,883) | (4,116) |
Total other expenses, net | 33,935 | 28,574 | 116,425 | 74,111 |
Income (loss) from continuing operations before income taxes | 5,764 | (56,352) | (10,527) | (53,298) |
Income tax expense (benefit) | (2,697) | (37,249) | 16,773 | (33,529) |
Net loss | 8,461 | (19,103) | (27,300) | (19,769) |
Other comprehensive income (loss), net of income taxes | (3,352) | (9,230) | (27,703) | (24,215) |
Comprehensive income (loss) | 11,813 | (9,873) | 403 | 4,446 |
Consolidation, Eliminations [Member] | ||||
Revenues: | ||||
Direct Financing Lease, Revenue | 0 | 0 | 0 | 0 |
Total Revenues | 0 | 0 | 0 | 0 |
Cost of Goods and Services Sold | 0 | 0 | 0 | 0 |
Expenses: | ||||
Operating | 0 | 0 | 0 | 0 |
General and administrative | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Loss (gain) on disposal or impairment, net | 0 | 0 | 0 | 0 |
Total expenses | 0 | 0 | 0 | 0 |
Earnings from equity method investments | (35,993) | 24,393 | (197,590) | (22,689) |
Operating income | (35,993) | 24,393 | (197,590) | (22,689) |
Other expenses (income), net: | ||||
Interest Expense | 0 | (217) | (240) | (617) |
Loss on early extinguishment of debt | 0 | 0 | ||
Foreign currency transaction loss (gain) | 0 | 0 | 0 | 0 |
Other expense (income), net | 0 | 217 | 240 | 617 |
Total other expenses, net | 0 | 0 | 0 | 0 |
Income (loss) from continuing operations before income taxes | (35,993) | 24,393 | (197,590) | (22,689) |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Net loss | (35,993) | 24,393 | (197,590) | (22,689) |
Other comprehensive income (loss), net of income taxes | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | (35,993) | 24,393 | (197,590) | (22,689) |
Reportable Legal Entities [Member] | Parent Company [Member] | ||||
Revenues: | ||||
Direct Financing Lease, Revenue | 0 | 0 | 0 | 0 |
Total Revenues | 0 | 0 | 0 | 0 |
Cost of Goods and Services Sold | 0 | 0 | 0 | 0 |
Expenses: | ||||
Operating | 0 | 0 | 0 | 0 |
General and administrative | 6,174 | 18,970 | 19,149 | 35,513 |
Depreciation and amortization | 719 | 610 | 2,213 | 1,613 |
Loss (gain) on disposal or impairment, net | 1,198 | 0 | 133,808 | 0 |
Total expenses | 8,091 | 19,580 | 155,170 | 37,126 |
Earnings from equity method investments | 28,555 | (26,856) | 188,136 | 17,435 |
Operating income | 20,464 | (46,436) | 32,966 | (19,691) |
Other expenses (income), net: | ||||
Interest Expense | 19,341 | 12,418 | 50,582 | 23,009 |
Loss on early extinguishment of debt | 0 | 19,930 | ||
Foreign currency transaction loss (gain) | (961) | 0 | 5,505 | 0 |
Other expense (income), net | (40) | (225) | (896) | (669) |
Total other expenses, net | 18,340 | 12,193 | 55,191 | 42,270 |
Income (loss) from continuing operations before income taxes | 2,124 | (58,629) | (22,225) | (61,961) |
Income tax expense (benefit) | (6,337) | (39,526) | 5,075 | (42,192) |
Net loss | 8,461 | (19,103) | (27,300) | (19,769) |
Other comprehensive income (loss), net of income taxes | 6,111 | 5,346 | 16,202 | 14,296 |
Comprehensive income (loss) | 2,350 | (24,449) | (43,502) | (34,065) |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||||
Revenues: | ||||
Direct Financing Lease, Revenue | 0 | 0 | 0 | 0 |
Total Revenues | 527,368 | 416,040 | 1,508,719 | 1,165,798 |
Cost of Goods and Services Sold | 468,841 | 361,675 | 1,350,821 | 993,838 |
Expenses: | ||||
Operating | 27,806 | 28,645 | 83,979 | 84,408 |
General and administrative | 5,640 | 5,556 | 17,500 | 19,805 |
Depreciation and amortization | 19,477 | 17,580 | 57,830 | 52,077 |
Loss (gain) on disposal or impairment, net | (1,581) | 40,161 | (152,634) | 42,125 |
Total expenses | 520,183 | 453,617 | 1,357,496 | 1,192,253 |
Earnings from equity method investments | 21,966 | 18,094 | 50,947 | 52,063 |
Operating income | 29,151 | (19,483) | 202,170 | 25,608 |
Other expenses (income), net: | ||||
Interest Expense | 10,400 | 15,684 | 45,931 | 34,355 |
Loss on early extinguishment of debt | 0 | 0 | ||
Foreign currency transaction loss (gain) | 0 | 0 | 147 | 0 |
Other expense (income), net | (9) | (8) | (17) | (13) |
Total other expenses, net | 10,391 | 15,676 | 46,061 | 34,342 |
Income (loss) from continuing operations before income taxes | 18,760 | (35,159) | 156,109 | (8,734) |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Net loss | 18,760 | (35,159) | 156,109 | (8,734) |
Other comprehensive income (loss), net of income taxes | (87) | 193 | (242) | 523 |
Comprehensive income (loss) | 18,847 | (35,352) | 156,351 | (9,257) |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Revenues: | ||||
Direct Financing Lease, Revenue | 3,937 | 2,646 | 12,517 | 2,646 |
Total Revenues | 106,628 | 129,882 | 382,680 | 309,313 |
Cost of Goods and Services Sold | 30 | 36,577 | 26,271 | 93,519 |
Expenses: | ||||
Operating | 37,029 | 34,021 | 140,892 | 103,687 |
General and administrative | 10,090 | 13,863 | 34,618 | 31,602 |
Depreciation and amortization | 33,402 | 31,945 | 95,846 | 46,646 |
Loss (gain) on disposal or impairment, net | 0 | 1,464 | 16,701 | 1,676 |
Total expenses | 80,551 | 117,870 | 314,328 | 277,130 |
Earnings from equity method investments | 0 | 1,736 | 0 | 5,402 |
Operating income | 26,077 | 13,748 | 68,352 | 37,585 |
Other expenses (income), net: | ||||
Interest Expense | 5,577 | 4,826 | 17,410 | 3,308 |
Loss on early extinguishment of debt | 0 | 0 | ||
Foreign currency transaction loss (gain) | (22) | (747) | (1,027) | (1,758) |
Other expense (income), net | (351) | (3,374) | (1,210) | (4,051) |
Total other expenses, net | 5,204 | 705 | 15,173 | (2,501) |
Income (loss) from continuing operations before income taxes | 20,873 | 13,043 | 53,179 | 40,086 |
Income tax expense (benefit) | 3,640 | 2,277 | 11,698 | 8,663 |
Net loss | 17,233 | 10,766 | 41,481 | 31,423 |
Other comprehensive income (loss), net of income taxes | (9,376) | (14,769) | (43,663) | (39,034) |
Comprehensive income (loss) | 26,609 | 25,535 | 85,144 | 70,457 |
Product [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 487,693 | 423,531 | 1,421,751 | 1,164,898 |
Product [Member] | Consolidation, Eliminations [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | 0 |
Product [Member] | Reportable Legal Entities [Member] | Parent Company [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | 0 |
Product [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 487,676 | 381,228 | 1,390,415 | 1,055,387 |
Product [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 17 | 42,303 | 31,336 | 109,511 |
Service [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 127,840 | 105,287 | 408,699 | 261,967 |
Service [Member] | Consolidation, Eliminations [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | 0 |
Service [Member] | Reportable Legal Entities [Member] | Parent Company [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | 0 |
Service [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 39,692 | 34,812 | 118,304 | 110,411 |
Service [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 88,148 | 70,475 | 290,395 | 151,556 |
Other revenue [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 14,526 | 14,458 | 48,432 | 45,600 |
Other revenue [Member] | Consolidation, Eliminations [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | 0 |
Other revenue [Member] | Reportable Legal Entities [Member] | Parent Company [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | 0 |
Other revenue [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | 0 |
Other revenue [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 14,526 | $ 14,458 | $ 48,432 | $ 45,600 |
Condensed Consolidating Guara_5
Condensed Consolidating Guarantor Financial Statements - Cash Flow Statements (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | $ 136,415 | $ 92,417 |
Cash flows from investing activities: | ||
Capital expenditures | (303,391) | (346,204) |
Proceeds from sale of long-lived assets | 246 | 16,638 |
Proceeds from business divestitures | 146,735 | 0 |
Contributions to equity method investments | (7,466) | (18,808) |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (293,039) |
Distributions in excess of equity in earnings of affiliates | 15,730 | 19,296 |
Net cash used in investing activities | (148,146) | (622,117) |
Cash flows from financing activities: | ||
Debt issuance costs | (4,720) | (10,839) |
Proceeds from Issuance of Long-term Debt | 1,139,500 | 1,353,377 |
Principal payments on credit facilities and other obligations | (1,376,649) | (711,941) |
Debt extinguishment costs | 0 | (16,293) |
Proceeds from preferred stock issuance, net of offering costs | 342,299 | 0 |
Payments for Repurchase of Common Stock | (699) | (1,361) |
Dividends paid | (111,445) | (94,714) |
Proceeds from issuance of common stock under employee stock purchase plan | 228 | 796 |
Intercompany borrowings (advances), net | 0 | 0 |
Net cash provided by (used in) financing activities | (11,486) | 519,025 |
Effect of exchange rate changes on cash and cash equivalents | (494) | 4,472 |
Change in cash and cash equivalents | 23,711 | 6,203 |
Cash and cash equivalents at beginning of period | 93,699 | 74,216 |
Cash and cash equivalents at end of period | 69,988 | 68,013 |
Reportable Legal Entities [Member] | Parent Company [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | (78,542) | (43,276) |
Cash flows from investing activities: | ||
Capital expenditures | (1,139) | (4,181) |
Proceeds from sale of long-lived assets | 0 | 0 |
Proceeds from business divestitures | 155,447 | |
Contributions to equity method investments | 0 | 0 |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | |
Distributions in excess of equity in earnings of affiliates | 0 | 0 |
Net cash used in investing activities | 154,308 | (4,181) |
Cash flows from financing activities: | ||
Debt issuance costs | (475) | (10,839) |
Proceeds from Issuance of Long-term Debt | 541,000 | 1,333,377 |
Principal payments on credit facilities and other obligations | (217,120) | (710,547) |
Debt extinguishment costs | (16,293) | |
Proceeds from preferred stock issuance, net of offering costs | 342,299 | |
Payments for Repurchase of Common Stock | (699) | (1,361) |
Dividends paid | (111,445) | (94,714) |
Proceeds from issuance of common stock under employee stock purchase plan | 228 | 796 |
Intercompany borrowings (advances), net | (640,614) | (447,367) |
Net cash provided by (used in) financing activities | (86,826) | 53,052 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Change in cash and cash equivalents | 11,060 | (5,595) |
Cash and cash equivalents at beginning of period | 32,457 | 19,002 |
Cash and cash equivalents at end of period | 21,397 | 24,597 |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 76,038 | 81,718 |
Cash flows from investing activities: | ||
Capital expenditures | (59,609) | (91,890) |
Proceeds from sale of long-lived assets | 1,892 | 15,530 |
Proceeds from business divestitures | 6,753 | |
Contributions to equity method investments | (7,466) | (2,552) |
Payments to Acquire Businesses, Net of Cash Acquired | 563,783 | |
Distributions in excess of equity in earnings of affiliates | 15,730 | 14,348 |
Net cash used in investing activities | (42,700) | 499,219 |
Cash flows from financing activities: | ||
Debt issuance costs | 0 | 0 |
Proceeds from Issuance of Long-term Debt | 0 | 0 |
Principal payments on credit facilities and other obligations | (565,904) | (19) |
Debt extinguishment costs | 0 | |
Proceeds from preferred stock issuance, net of offering costs | 0 | |
Payments for Repurchase of Common Stock | 0 | 0 |
Dividends paid | 0 | 0 |
Proceeds from issuance of common stock under employee stock purchase plan | 0 | 0 |
Intercompany borrowings (advances), net | 532,580 | (580,918) |
Net cash provided by (used in) financing activities | (33,324) | (580,937) |
Effect of exchange rate changes on cash and cash equivalents | (14) | 0 |
Change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 138,919 | 53,975 |
Cash flows from investing activities: | ||
Capital expenditures | (242,643) | (250,133) |
Proceeds from sale of long-lived assets | (1,646) | 1,108 |
Proceeds from business divestitures | (15,465) | |
Contributions to equity method investments | 0 | (16,256) |
Payments to Acquire Businesses, Net of Cash Acquired | (856,822) | |
Distributions in excess of equity in earnings of affiliates | 0 | 4,948 |
Net cash used in investing activities | (259,754) | (1,117,155) |
Cash flows from financing activities: | ||
Debt issuance costs | (4,245) | 0 |
Proceeds from Issuance of Long-term Debt | 598,500 | 20,000 |
Principal payments on credit facilities and other obligations | (593,625) | (1,375) |
Debt extinguishment costs | 0 | |
Proceeds from preferred stock issuance, net of offering costs | 0 | |
Payments for Repurchase of Common Stock | 0 | 0 |
Dividends paid | 0 | 0 |
Proceeds from issuance of common stock under employee stock purchase plan | 0 | 0 |
Intercompany borrowings (advances), net | 102,108 | 1,027,698 |
Net cash provided by (used in) financing activities | 102,738 | 1,046,323 |
Effect of exchange rate changes on cash and cash equivalents | (480) | 4,472 |
Change in cash and cash equivalents | 18,577 | 12,385 |
Cash and cash equivalents at beginning of period | 69,872 | 59,796 |
Cash and cash equivalents at end of period | 51,295 | 47,411 |
Consolidation, Eliminations [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Capital expenditures | 0 | 0 |
Proceeds from sale of long-lived assets | 0 | 0 |
Proceeds from business divestitures | 0 | |
Contributions to equity method investments | 0 | 0 |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | |
Distributions in excess of equity in earnings of affiliates | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Debt issuance costs | 0 | 0 |
Proceeds from Issuance of Long-term Debt | 0 | 0 |
Principal payments on credit facilities and other obligations | 0 | 0 |
Debt extinguishment costs | 0 | |
Proceeds from preferred stock issuance, net of offering costs | 0 | |
Payments for Repurchase of Common Stock | 0 | 0 |
Dividends paid | 0 | 0 |
Proceeds from issuance of common stock under employee stock purchase plan | 0 | 0 |
Intercompany borrowings (advances), net | 5,926 | 587 |
Net cash provided by (used in) financing activities | 5,926 | 587 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Change in cash and cash equivalents | (5,926) | (587) |
Cash and cash equivalents at beginning of period | (8,630) | (4,582) |
Cash and cash equivalents at end of period | $ (2,704) | $ (3,995) |