Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 31, 2018 | Jun. 30, 2017 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $ 1,774,066,887 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Class A [Member] | |||
Entity Common Stock, Shares Outstanding | 78,672,995 | ||
Class B | |||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 93,699 | $ 74,216 |
Accounts receivable (net of allowance of $2,628 and $2,322, respectively) | 653,484 | 418,339 |
Receivable from affiliates | 1,691 | 25,455 |
Inventories | 101,665 | 99,234 |
Current assets held for sale | 38,063 | 0 |
Other current assets | 14,297 | 18,630 |
Total current assets | 902,899 | 635,874 |
Property, plant and equipment (net of accumulated depreciation of $444,842 and $393,635, respectively) | 3,315,131 | 1,762,072 |
Equity method investments | 285,281 | 434,289 |
Goodwill | 257,302 | 34,230 |
Other intangible assets (net of accumulated amortization of $56,409 and $39,018, respectively) | 398,643 | 150,978 |
Other noncurrent assets, net | 132,600 | 57,529 |
Noncurrent assets held for sale | 84,961 | 0 |
Total assets | 5,376,817 | 3,074,972 |
Current liabilities: | ||
Accounts payable | 587,898 | 367,307 |
Payable to affiliates | 6,971 | 26,508 |
Accrued liabilities | 131,407 | 81,104 |
Deferred revenue | 7,518 | 10,571 |
Current liabilities held for sale | 23,847 | 0 |
Other current liabilities | 3,395 | 2,839 |
Current portion of long-term debt | 5,525 | 26 |
Total current liabilities | 766,561 | 488,355 |
Long-term debt | 2,853,095 | 1,050,918 |
Deferred income taxes | 46,585 | 64,501 |
Other noncurrent liabilities | 38,495 | 25,233 |
Noncurrent liabilities held for sale | 13,716 | 0 |
Commitments and contingencies (Note 15) | ||
Preferred stock, $0.01 par value (authorized - 4,000 shares; issued - none) | 0 | 0 |
SemGroup Corporation owners’ equity: | ||
Common stock, $0.01 par value (authorized - 100,000 shares; issued - 79,708 and 67,079 shares, respectively) | 786 | 659 |
Additional paid-in capital | 1,770,117 | 1,561,695 |
Treasury stock, at cost (1,024 and 980 shares, respectively) | 8,031 | 6,558 |
Accumulated deficit | (50,706) | (35,917) |
Accumulated other comprehensive loss | (53,801) | (73,914) |
Total SemGroup Corporation owners’ equity | 1,658,365 | 1,445,965 |
Total liabilities and owners’ equity | $ 5,376,817 | $ 3,074,972 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Allowance for Doubtful Accounts Receivable, Current | $ 2,628 | $ 2,322 |
Accumulated depreciation | 444,842 | 393,635 |
Accumulated amortization on other intangible assets | $ 56,409 | $ 39,018 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | |
Preferred Stock, Shares Authorized | 4,000,000 | |
Preferred Stock, Shares Issued | 0 | |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 79,708,000 | 67,079,000 |
Treasury Stock, Common, Shares | 1,024,000 | 980,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||||||||||
Product | $ 1,621,918 | $ 1,009,409 | $ 1,118,886 | ||||||||
Service | 391,266 | 265,030 | 259,542 | ||||||||
Lease | 5,843 | 0 | 0 | ||||||||
Other | 62,890 | 57,725 | 76,666 | ||||||||
Total revenues | $ 606,806 | $ 545,922 | $ 473,089 | $ 456,100 | $ 402,172 | $ 327,764 | $ 287,377 | $ 314,851 | 2,081,917 | 1,332,164 | 1,455,094 |
Costs of products sold, exclusive of depreciation and amortization shown below | 1,514,891 | 873,431 | 979,549 | ||||||||
Expenses: | |||||||||||
Operating | 254,764 | 212,099 | 224,443 | ||||||||
General and administrative | 110,373 | 83,908 | 97,366 | ||||||||
Depreciation and amortization | 158,421 | 98,804 | 100,882 | ||||||||
Loss on disposal or impairment, net (Note 4) | (30,468) | 41,625 | (234) | 2,410 | 38 | 1,018 | 1,685 | 13,307 | 13,333 | 16,048 | 11,472 |
Total expenses | 548,587 | 587,888 | 465,573 | 449,734 | 382,007 | 317,662 | 279,064 | 305,557 | 2,051,782 | 1,284,290 | 1,413,712 |
Earnings from equity method investments | 15,120 | 17,367 | 17,753 | 17,091 | 17,763 | 15,845 | 17,078 | 23,071 | 67,331 | 73,757 | 81,386 |
Gain (loss) on issuance of common units by equity method investee | 0 | 0 | 0 | (41) | 0 | (41) | 6,385 | ||||
Operating income (loss) | 73,339 | (24,599) | 25,269 | 23,457 | 37,928 | 25,947 | 25,391 | 32,324 | 97,466 | 121,590 | 129,153 |
Other expenses (income): | |||||||||||
Interest expense | 103,009 | 62,650 | 69,675 | ||||||||
Loss on early extinguishment of debt | 19,930 | 0 | 0 | ||||||||
Foreign currency transaction loss (gain) | (4,709) | 4,759 | (1,067) | ||||||||
Loss (gain) on sale or impairment of non-operated equity method investment | 0 | 30,644 | (14,517) | ||||||||
Other expense (income), net | (1,226) | (994) | (1,284) | ||||||||
Total other expenses, net | 39,579 | 31,753 | 12,033 | 33,639 | 9,809 | 18,684 | 9,944 | 58,622 | 117,004 | 97,059 | 52,807 |
Income (loss) from continuing operations before income taxes | 33,760 | (56,352) | 13,236 | (10,182) | 28,119 | 7,263 | 15,447 | (26,298) | (19,538) | 24,531 | 76,346 |
Income tax expense (benefit) | 31,141 | (37,249) | 3,625 | 95 | 16,119 | 11,898 | 4,658 | (21,407) | (2,388) | 11,268 | 33,530 |
Income (loss) from continuing operations | 12,000 | (4,635) | 10,789 | (4,891) | (17,150) | 13,263 | 42,816 | ||||
Income (loss) from discontinued operations, net of income taxes | 0 | 3 | (2) | (2) | 0 | (1) | (4) | ||||
Net income (loss) | $ 2,619 | $ (19,103) | $ 9,611 | $ (10,277) | 12,000 | (4,632) | 10,787 | (4,893) | (17,150) | 13,262 | 42,812 |
Less: net income attributable to noncontrolling interests | 0 | 225 | 1,922 | 9,020 | 0 | 11,167 | 12,492 | ||||
Net income (loss) attributable to SemGroup | $ 12,000 | $ (4,857) | $ 8,865 | $ (13,913) | (17,150) | 2,095 | 30,320 | ||||
Other comprehensive income (loss): | |||||||||||
Currency translation adjustments | 20,411 | (14,224) | (32,142) | ||||||||
Other, net of income taxes | (298) | (1,128) | 721 | ||||||||
Total other comprehensive income (loss) | 20,113 | (15,352) | (31,421) | ||||||||
Comprehensive income (loss) | 2,963 | (2,090) | 11,391 | ||||||||
Less: comprehensive income attributable to noncontrolling interests | 0 | 11,167 | 12,492 | ||||||||
Comprehensive income (loss) attributable to SemGroup | $ 2,963 | $ (13,257) | $ (1,101) | ||||||||
Net income (loss) attributable to SemGroup per common share (Note 17): | |||||||||||
Basic | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ 0.18 | $ (0.09) | $ 0.20 | $ (0.32) | $ (0.24) | $ 0.04 | $ 0.69 |
Diluted | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ 0.18 | $ (0.09) | $ 0.19 | $ (0.32) | $ (0.24) | $ 0.04 | $ 0.69 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Owners' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interest [Member] |
Beginning Balance at Dec. 31, 2014 | $ 1,219,437 | $ 436 | $ 1,245,877 | $ (1,332) | $ (68,332) | $ (27,141) | $ 69,929 |
Net income (loss) | 42,812 | 30,320 | 12,492 | ||||
Other comprehensive income (loss), net of income taxes | (31,421) | (31,421) | |||||
Distributions to noncontrolling interests | (40,410) | (40,410) | |||||
Non-cash equity compensation | 10,405 | 9,051 | 1,354 | ||||
Issuance of common stock under compensation plans | 1,515 | 3 | 1,512 | ||||
Treasury Stock, Value, Acquired, Cost Method | (4,261) | (4,261) | |||||
Rose Rock equity issuance | 89,119 | 89,119 | |||||
Transfer to subsidiary in common control transaction | (20,772) | 30,680 | (51,452) | ||||
Dividends paid | (69,514) | (69,514) | |||||
Unvested dividend equivalent rights | (554) | (351) | (203) | ||||
Ending Balance at Dec. 31, 2015 | 1,196,356 | 439 | 1,217,255 | (5,593) | (38,012) | (58,562) | 80,829 |
Net income (loss) | 13,262 | 2,095 | 11,167 | ||||
Other comprehensive income (loss), net of income taxes | (15,352) | (15,352) | |||||
Distributions to noncontrolling interests | (32,133) | (32,133) | |||||
Non-cash equity compensation | 9,945 | 8,752 | 1,193 | ||||
Issuance of common stock under compensation plans | 1,237 | 1 | 1,236 | ||||
Treasury Stock, Value, Acquired, Cost Method | (965) | (965) | |||||
Dividends paid | (92,910) | (92,910) | |||||
Unvested dividend equivalent rights | 587 | 521 | 66 | ||||
Issuance of common stock | 228,546 | 86 | 228,460 | ||||
Acquisition of Rose Rock's noncontrolling interest | 137,392 | 133 | 198,381 | (61,122) | |||
Ending Balance at Dec. 31, 2016 | 1,445,965 | 659 | 1,561,695 | (6,558) | (35,917) | (73,914) | 0 |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 288 | 0 | (2,073) | 0 | 2,361 | 0 | 0 |
Net income (loss) | (17,150) | (17,150) | 0 | ||||
Other comprehensive income (loss), net of income taxes | 20,113 | ||||||
Non-cash equity compensation | 10,066 | 10,066 | |||||
Stock Issued During Period, Value, Acquisitions | 330,341 | 124 | 330,217 | ||||
Issuance of common stock under compensation plans | 1,173 | 3 | 1,170 | ||||
Treasury Stock, Value, Acquired, Cost Method | (1,473) | (1,473) | |||||
Dividends paid | (129,925) | (129,925) | |||||
Unvested dividend equivalent rights | (1,033) | (1,033) | |||||
Ending Balance at Dec. 31, 2017 | $ 1,658,365 | $ 786 | $ 1,770,117 | $ (8,031) | $ (50,706) | $ (53,801) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (17,150,000) | $ 13,262,000 | $ 42,812,000 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 158,421,000 | 98,804,000 | 100,882,000 |
Loss on disposal or impairment, net | 13,333,000 | 16,048,000 | 11,472,000 |
Equity earnings from investments | (67,331,000) | (73,757,000) | (81,386,000) |
Loss (gain) on issuance of common units by equity method investee | 0 | 41,000 | (6,385,000) |
Loss (gain) on sale or impairment of non-operated equity method investment | 0 | 30,644,000 | (14,517,000) |
Distributions from equity investments | 66,748,000 | 76,442,000 | 95,429,000 |
Amortization and write down of debt issuance costs | 6,221,000 | 7,561,000 | 5,102,000 |
Loss on early extinguishment of debt | 19,930,000 | 0 | 0 |
Deferred tax expense (benefit) | (9,829,000) | 8,447,000 | 29,197,000 |
Non-cash compensation expense | 10,253,000 | 10,216,000 | 10,617,000 |
Provision for uncollectible accounts receivable, net of recoveries | 165,000 | (527,000) | 208,000 |
Gain on pension curtailment | (3,008,000) | 0 | 0 |
Inventory valuation adjustment | 455,000 | 0 | 2,590,000 |
Foreign currency transaction loss (gain) | (4,709,000) | 4,759,000 | (1,067,000) |
Changes in operating assets and liabilities (Note 21) | (33,023,000) | (21,966,000) | (13,192,000) |
Net cash provided by operating activities | 140,476,000 | 169,974,000 | 181,762,000 |
Cash flows from investing activities: | |||
Capital expenditures | (462,713,000) | (312,456,000) | (479,530,000) |
Proceeds from sale of equity method investment and other long-lived assets | 314,821,000 | 151,000 | 3,688,000 |
Investments in non-consolidated subsidiaries | (26,444,000) | (4,188,000) | (46,730,000) |
Payments to acquire business, net of cash acquired | 294,239,000 | 0 | 0 |
Proceeds from sale of common units of equity method investee | 0 | 60,483,000 | 56,318,000 |
Distributions from equity method investments in excess of equity in earnings | 28,774,000 | 27,726,000 | 24,113,000 |
Net cash provided by (used in) investing activities | (439,801,000) | (228,284,000) | (442,141,000) |
Cash flows from financing activities: | |||
Debt issuance costs | (11,116,000) | (7,728,000) | (6,289,000) |
Borrowings on credit facilities and issuance of senior unsecured notes | 1,525,377,000 | 382,500,000 | 867,208,000 |
Principal payments on debt and other obligations | (1,052,428,000) | (396,890,000) | (560,049,000) |
Debt extinguishment costs | (16,293,000) | 0 | 0 |
Distributions to noncontrolling interests | 0 | (32,133,000) | (40,410,000) |
Repurchase of common stock for payment of statutory taxes due on equity-based compensation | (1,473,000) | (965,000) | (4,261,000) |
Dividends paid | (129,925,000) | (92,910,000) | (69,514,000) |
Proceeds from issuance of common stock under employee stock purchase plan | 1,114,000 | 1,010,000 | 1,223,000 |
Proceeds from issuance of common shares, net of offering costs | 0 | 223,025,000 | 0 |
Rose Rock equity issuance | 0 | 0 | 89,119,000 |
Net cash provided by (used in) financing activities | 315,256,000 | 75,909,000 | 277,027,000 |
Effect of exchange rate changes on cash and cash equivalents | 3,552,000 | (1,479,000) | 850,000 |
Change in cash and cash equivalents | 19,483,000 | 16,120,000 | 17,498,000 |
Cash and cash equivalents at beginning of period | 74,216,000 | 58,096,000 | 40,598,000 |
Cash and cash equivalents at end of period | $ 93,699,000 | $ 74,216,000 | $ 58,096,000 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview | OVERVIEW SemGroup Corporation is a Delaware corporation headquartered in Tulsa, Oklahoma that provides diversified services for end-users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. The accompanying consolidated financial statements include the activities of SemGroup Corporation and its subsidiaries. The terms “we,” “our,” “us,” “the Company” and similar language used in these notes to consolidated financial statements refer to SemGroup Corporation and its subsidiaries. At December 31, 2017 , our reportable segments include the following: • Crude Transportation, which operates crude oil pipelines and truck transportation businesses in the United States. Crude Transportation’s assets include: • a crude oil gathering and transportation pipeline system in Kansas and northern Oklahoma that is connected to several third-party pipelines and refineries; • the Wattenberg Oil Trunkline ("WOT"), a crude oil gathering pipeline system that transports crude oil from production facilities in the DJ Basin to the pipeline owned by White Cliffs Pipeline, L.L.C. ("White Cliffs"); • a crude oil trucking fleet of over 215 transport trucks and 210 trailers; • Maurepas Pipeline, consisting of three pipelines, with an approximate total of 106 miles, that service refineries in the Gulf Coast region (the “Maurepas Pipeline”); and • a 51% ownership interest in White Cliffs, which owns crude oil pipelines that transport crude oil from Platteville, Colorado to Cushing, Oklahoma (the "White Cliffs Pipeline"). • Crude Facilities, which operates crude oil storage and terminal businesses in Cushing, Oklahoma and a crude oil truck unloading facility in Platteville, Colorado that connects to the origination point of the White Cliffs Pipeline. • Crude Supply and Logistics, which operates a crude oil marketing business utilizing our Crude Transportation and Crude Facilities assets for marketing purposes. • HFOTCO, acquired in July 2017, which operates a large terminal facility located on the U.S. Gulf Coast. HFOTCO’s assets include: • approximately 16.8 million barrels of product storage with crude pipeline connectivity to the local refining complex, deep water marine access and inbound crude receipt pipeline connectivity, as well as rail and truck loading and unloading capabilities; and • 330 acres on the Houston Ship Channel. • SemGas, which provides natural gas gathering and processing services in the United States. SemGas operates gathering pipelines in Oklahoma and Texas and processing plants in northern Oklahoma and Texas. • SemCAMS, which provides natural gas gathering and processing services in Alberta, Canada. SemCAMS owns working interests in, and operates, a network of natural gas gathering and transportation pipelines and natural gas processing plants. Additionally, we own an 11.78% interest in the general partner of NGL Energy Partners LP ("NGL Energy") (NYSE: NGL), certain refined products and crude oil storage assets in the United Kingdom ("U.K.") and certain liquid asphalt terminalling and modification facilities in Mexico, all of which are reported within Corporate and Other. See Note 6 for discussion of the disposal of Glass Mountain Pipeline ("Glass Mountain") on December 22, 2017. See Note 4 for discussion of held for sale status of the U.K. business and Mexican asphalt business. |
Consolidation And Basis Of Pres
Consolidation And Basis Of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation and Basis of Presentation | CONSOLIDATION AND BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. Consolidated subsidiaries Our consolidated financial statements include the accounts of our controlled subsidiaries. All significant transactions between our consolidated subsidiaries have been eliminated. Proportionally consolidated assets Our SemCAMS segment owns undivided interests in certain natural gas gathering and processing assets, for which we record only our proportionate share of the assets on the consolidated balance sheets. The net book value of the property, plant and equipment recorded by us associated with these undivided interests is approximately $416.1 million at December 31, 2017 . We serve as operator of these facilities and incur the costs of operating the facilities (recorded as operating expenses in the consolidated statements of operations) and charge the other owners, which are also customers, for their proportionate share of the costs (recorded as other revenue in the consolidated statements of operations). Equity method investments We own a 51% interest in White Cliffs, which we account for under the equity method as the other owners have substantive rights to participate in its management. We own an 11.78% interest in the general partner of NGL Energy which we account for under the equity method. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Signifcant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES —The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Our significant estimates include, but are not limited to: (1) allowances for doubtful accounts receivable; (2) estimated useful lives of assets, which impact depreciation and amortization; (3) estimated fair values used in impairment tests; (4) fair values of derivative instruments; (5) valuation allowances for deferred tax assets; and (6) accrual and disclosure of contingent losses. Although management believes these estimates are reasonable, actual results could differ materially from these estimates. CASH AND CASH EQUIVALENTS —Cash includes currency on hand and demand and time deposits with banks or other financial institutions. Cash equivalents include highly liquid investments with maturities of three months or less at the date of purchase. Balances at financial institutions may exceed federally insured limits. ACCOUNTS RECEIVABLE —Accounts receivable are reported net of the allowance for doubtful accounts. Our assessment of the allowance for doubtful accounts is based on several factors, including the overall creditworthiness of our customers, existing economic conditions, and the amount and age of past due accounts. We enter into netting arrangements with certain counterparties to help mitigate credit risk. Receivables subject to netting are presented as gross receivables (with the related accounts payable also presented gross) until such time as the balances are settled. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are written off against the allowance for doubtful accounts only after all collection attempts have been exhausted. In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. INVENTORIES —Inventories primarily consist of crude oil and asphalt. Inventories are valued at the lower of cost or net realizable value, with cost generally determined using the weighted-average method. The cost of inventory includes applicable transportation costs. We enter into exchanges with third parties whereby we acquire products that differ in location, grade, or delivery date from products we have available for sale. These exchanges are valued at cost, and although a transportation, location or product differential may be recorded, generally no gain or loss is recognized. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory”, which requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value rather than the lower of cost or market. We adopted this guidance in the first quarter of 2017. The impact was not material. PROPERTY, PLANT AND EQUIPMENT —Property, plant and equipment is recorded at cost. We capitalize costs that extend or increase the future economic benefits of property, plant and equipment, and expense maintenance costs that do not. When assets are disposed of, their cost and related accumulated depreciation are removed from the balance sheet, and any resulting gain or loss is recorded as a gain or loss on disposal or impairment in the consolidated statements of operations and comprehensive income (loss). Our SemCAMS segment operates plants which periodically undergo planned major maintenance activities, typically occurring every four to five years. Planned major maintenance projects that do not increase the overall life or capacity of the related assets are recorded in operating expense as incurred, whereas major maintenance activity costs that materially increase the life or capacity of the underlying assets are capitalized. When maintenance expenses are recoverable from the producers who use the plants, they are recorded as revenue, and typically include a 10% overhead fee. Depreciation is calculated primarily using the straight-line method over the following estimated useful lives: Pipelines and related facilities 10 – 31 years Storage and terminal facilities 10 – 25 years Natural gas gathering and processing facilities 10 – 31 years Trucking equipment and other 3 – 7 years Office property and equipment 3 – 31 years Construction in process is reclassified to the fixed asset categories above and depreciation commences once the asset has been placed in-service. LINEFILL —Pipelines and storage facilities generally require a minimum volume of product in the system to enable the system to operate. Such product, known as linefill, is generally not available to be withdrawn from the system. Linefill owned by us in facilities operated by us is recorded at historical cost, is included in property, plant and equipment in the consolidated balance sheets, and is not depreciated. We also own linefill in third-party facilities, which is included in inventory on the consolidated balance sheets. IMPAIRMENT OF LONG-LIVED ASSETS —We test long-lived asset groups for impairment when events or circumstances indicate that the net book value of the asset group may not be recoverable. We test an asset group for impairment by estimating the undiscounted cash flows expected to result from its use and eventual disposition. If the estimated undiscounted cash flows are lower than the net book value of the asset group, we then estimate the fair value of the asset group and record a reduction to the net book value of the assets and a corresponding impairment loss. GOODWILL —We test goodwill for impairment on an annual basis, or more often if circumstances warrant, by estimating the fair value of the reporting unit to which the goodwill relates and comparing this fair value to the net book value of the reporting unit. If fair value is less than net book value, we reduce the book value accordingly and record a corresponding impairment loss. Our policy is to test goodwill for impairment on October 1 of each year. In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which removes Step 2 from the goodwill impairment test. Under the amended guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. We adopted this guidance in the third quarter of 2017 in conjunction with the impairment test of our Field Services business unit. See Note 11 for information related to the impairment of Field Services goodwill and intangible assets. FINITE-LIVED INTANGIBLE ASSETS —Finite-lived intangible assets are stated at cost, net of accumulated amortization, which is recorded on a straight-line or accelerated basis over the life of the asset. We review amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of amortizable intangible assets is not recoverable, we reduce the carrying amount of such assets to fair value. EQUITY METHOD INVESTMENTS —We account for an investment under the equity method when we have significant influence over, but not control of, the significant operating decisions of the investee. Under the equity method, we record in the consolidated statements of operations our share of the earnings or losses of the investee, with a corresponding adjustment to the investment balance on our consolidated balance sheet. When we receive a distribution from an equity method investee, we record a corresponding reduction to the investment balance. When an equity method investee issues additional ownership interests which dilute our ownership interest, we recognize a gain or loss in our consolidated statements of operations. We assess our equity method investments for impairment when circumstances indicate that the carrying value may not be recoverable and record an impairment when a decline in value is considered to be other than temporary. For equity method investments for which we do not expect financial information to be consistently available on a timely basis to apply the equity method currently, our policy is to apply the equity method consistently on a one-quarter lag. DEBT ISSUANCE COSTS— Costs incurred in connection with the issuance of long-term debt are reported as a reduction to the carrying value of the associated debt instrument and are amortized to interest expense using the straight-line method over the term of the related debt. Use of the straight-line method of amortization does not differ materially from the “effective interest” method. Capitalized loan fees related to our revolving credit facility are presented as other noncurrent assets. COMMODITY DERIVATIVE INSTRUMENTS —We generally record the fair value of commodity derivative instruments on the consolidated balance sheets and the change in fair value as an increase or decrease to product revenue. As shown in Note 12, the fair value of commodity derivatives at December 31, 2017 and 2016 are recorded to other current assets or other current liabilities on the consolidated balance sheets. Related margin deposits are recorded to other current assets or other current liabilities on the consolidated balance sheets. Margin deposits are not generally netted against derivative assets or liabilities. The fair value of a derivative contract is determined based on the nature of the transaction and the market in which the transaction was executed. Quoted market prices, when available, are used to value derivative transactions. In situations where quoted market prices are not readily available, we estimate the fair value using other valuation techniques that reflect the best information available under the circumstances. Fair value measurements of derivative assets include consideration of counterparty credit risk. Fair value measurements of derivative liabilities include consideration of our creditworthiness. We have elected “normal purchase” and “normal sale” treatment for certain commitments to purchase or sell petroleum products at future dates. This election is only available when a transaction that would ordinarily meet the definition of a derivative but instead is expected to result in physical delivery of product over a reasonable period in the normal course of business and is not expected to be net settled. Agreements accounted for under this election are not recorded at fair value; instead, the transaction is recorded when the product is delivered. CONTINGENT LOSSES —We record a liability for a contingent loss when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. We record attorneys’ fees incurred in connection with a contingent loss at the time the fees are incurred. We do not record liabilities for attorneys’ fees that are expected to be incurred in the future. ASSET RETIREMENT OBLIGATIONS —Asset retirement obligations include legal or contractual obligations associated with the retirement of long-lived assets, such as requirements to incur costs to dispose of equipment or to remediate the environmental impacts of the normal operation of the assets. We record liabilities for asset retirement obligations when a known obligation exists under current law or contract and when a reasonable estimate of the value of the liability can be made. REVENUE RECOGNITION —Sales of product, as well as gathering and marketing revenues, are recognized at the time title to the product transfers to the purchaser, which typically occurs upon receipt of the product by the purchaser. Terminal and storage revenues are recognized at the time the service is performed. Revenue for the transportation of product is recognized upon delivery of the product to its destination. Certain revenue transactions are reported on a net basis, including certain buy/sell transactions (see “Purchases and Sales of Inventory with the Same Counterparty”). Other revenue primarily represents operating cost recovery from working interest owners, who are also customers, in certain processing plants and is recorded when earned in accordance with the terms of related agreements. Taxes collected from customers and remitted to governmental authorities are recorded on a net basis (excluded from revenue). 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 are required under existing U.S. GAAP. The standard permits using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We will use a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption, January 1, 2018. We have identified certain areas of impact including: • We have certain natural gas gathering and processing agreements for which we provide gathering and processing services to the producer and market the gas to third-parties. Historically, we have accounted for these transactions as purchases at the wellhead and recorded the service fees as a reduction of cost of sales. Under ASU 2014-09, we expect some of these agreements to be treated as purchases at the wellhead and some to be treated as services with a purchase at the processing plant tailgate, depending on when we obtain control of the product. This change will not impact gross margin but will lead to higher revenue and cost of sales for transactions where control is deemed to pass at the plant tailgate. • In addition, certain contractual arrangements include “take-or-pay” provisions. The fixed fees to which we have an unconditional right under these contracts could be subject to certain recognition changes. Under our current policies, revenues related to certain “take-or-pay” deficiency payments received from customers are deferred until the contractual right to make up volumetric deficiencies has expired. Under ASU 2014-09, these revenues will be recognized when make up of the volumetric deficiencies is no longer considered probable. Deferred revenues related to these agreements at December 31, 2017, which will then be recognized through retained earnings at adoption, is not material. • Approximately $10.0 million of incremental costs of obtaining contracts, which was expensed in prior periods, will be capitalized through an adjustment to retained earnings. These costs will be amortized over approximately 20 years to match the tenor of the underlying agreements. COSTS OF PRODUCTS SOLD —Costs of products sold consists of the cost to purchase the product, the cost to transport the product to the point of sale, and the cost to store the product until it is sold. PURCHASES AND SALES OF INVENTORY WITH THE SAME COUNTERPARTY —We routinely enter into transactions to 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. CURRENCY TRANSLATION —The consolidated financial statements are presented in U.S. dollars. Our segments operate in four countries, and each segment has identified a “functional currency,” which is the primary currency in the environment in which the segment operates. The functional currencies include the U.S. dollar, the Canadian dollar, the British pound sterling, and the Mexican peso. At the end of each reporting period, the assets and liabilities of each segment are translated from its functional currency to U.S. dollars using the exchange rate at the end of the month. The monthly results of operations of each segment are generally translated from its functional currency to U.S. dollars using the average exchange rate during the month. Changes in exchange rates result in currency translation gains and losses, which are recorded within other comprehensive income (loss). Certain segments also enter into transactions in currencies other than their functional currencies. At the end of each reporting period, each segment re-measures the related receivables, payables, and cash to its functional currency using the exchange rate at the end of the period. Changes in exchange rates between the time the transactions were entered into and the end of the reporting period result in currency transaction gains or losses, which are recorded in the consolidated statements of operations. INCOME TAXES —Deferred income taxes are accounted for under the liability method, which takes into account the differences between the basis of the assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. We record valuation allowances on deferred tax assets when, in the opinion of management, it is more likely than not that the asset will not be recovered. We monitor uncertain tax positions and we recognize tax benefits only when management believes the relevant tax positions would more likely than not be sustained upon examination. We record any interest and any penalties related to income taxes within income tax expense in the consolidated statements of operations. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”, which requires all deferred tax assets and liabilities to be classified as noncurrent in the statement of financial position. For public entities, this ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those years. The new guidance may be applied prospectively or retrospectively and early adoption is permitted. We adopted this guidance in the first quarter of 2017. Prior periods were not retrospectively adjusted and the impact was not material. 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. For public entities, this ASU is effective for annual periods beginning after December 15, 2017, 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 2018. 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. RECLASSIFICATIONS —Certain reclassifications have been made to conform prior year balances to the current year presentation. PENSION BENEFITS —Pension cost and obligations are actuarially determined and are affected by assumptions including expected return on plan assets, discount rates, compensation increases, and employee turnover rates. We evaluate our assumptions periodically and make adjustments to these assumptions and the recorded liability as necessary. Actuarial gains or losses are amortized on a straight-line basis over the expected remaining service life of employees in the pension plan. 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. For public entities, this ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those years. We will adopt this guidance in the first quarter of 2018. The impact is not expected to be material. EQUITY-BASED COMPENSATION —We grant certain of our employees and non-managerial directors equity-based compensation awards which vest contingent on continued service of the recipient and, in some cases, on their achievement of specific performance targets or market conditions. We record compensation expense for these outstanding awards over applicable service or performance periods based on their grant date fair value with a corresponding increase to additional paid-in capital. The expense to be recorded over the life of the awards is discounted for expected forfeitures during the vesting period. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting’’, which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. For public entities, this ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those years and early adoption is permitted. We adopted this guidance in the first quarter of 2017. We recorded adjustments of $2.1 million and $1.7 million to “accumulated deficit” and “additional paid-in capital”, respectively, upon adoption offset by changes to our income tax liabilities. In May 2017, the FASB issued 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. For public entities, this ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those years. We will adopt this guidance in the first quarter of 2018. The impact is not expected to be material. COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) —Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Our comprehensive income (loss) includes currency translation adjustments and changes in the funded status of pension benefit plans. OTHER RECENT ACCOUNTING PRONOUNCEMENTS —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. For public entities, this ASU is effective for annual periods beginning after December 15, 2017, 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 2018. The impact is not expected to be material. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, 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 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. The new guidance will be applied using a modified retrospective approach and early adoption is permitted. 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 continue to monitor FASB activity related to this ASU and have engaged with various peer groups to assess certain interpretive issues related to this ASU. We will adopt this guidance in the first quarter of 2019. |
Disposals of Long-Lived Assets
Disposals of Long-Lived Assets | 12 Months Ended |
Dec. 31, 2017 | |
Disposals And Impairments Of Long-Lived Assets [Abstract] | |
Disposals of Long-Lived Assets | DISPOSALS OR IMPAIRMENTS OF LONG-LIVED ASSETS Year ended December 31, 2017 The following amounts are included in "loss on disposal or impairment, net" on our consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2017 (in thousands): Segment Loss/(Gain) Write-down of Mexican asphalt business to net realizable value Corporate and Other $ 13,511 Write-down U.K. operations to net realizable value Corporate and Other 76,661 Sherman natural gas gathering and processing asset impairment SemGas 30,985 Crude oil trucking goodwill impairment (Note 11) Crude Transportation 26,628 Crude oil trucking intangible asset impairment (Note 11) Crude Transportation 12,087 Gain on sale of Glass Mountain (Note 6) Crude Transportation (150,266 ) Other 3,727 Loss on disposal or impairment, net $ 13,333 On January 5, 2018, we entered into a definitive agreement to sell our Mexican asphalt business for $55 million in cash plus or minus non-cash working capital as of closing (subject to customary adjustments for capital expenditures). At December 31, 2017, the assets and liabilities of the Mexican asphalt business are reflected on the consolidated balance sheet as held for sale and have been written down to net realizable value by recording an impairment of $13.5 million , including the impact of a deferred foreign currency translation loss of $30.9 million . We expect the sale to close in the second quarter of 2018. The proceeds from the disposal will be used to repay debt. The Mexican asphalt business contributed a pre-tax loss of $8.2 million for the year-ended December 31, 2017, including the write-down to net realizable value. At December 31, 2017, the Mexican assets and liabilities held for sale included $29.4 million of property, plant and equipment, $34.9 million of current assets and $19.4 million of current liabilities. On February 23, 2018, we entered into an agreement to sell our U.K. operations, SemLogistics, for an estimated $71.5 million . In addition to the sale price, the agreement provides for potential earnout payments to be made to SemGroup if certain revenue targets are met in the four years following close of the transaction. SemGroup intends to use proceeds from the sale toward its capital raise plan and to pre-fund capital growth projects. The sale is expected to close by the end of the third quarter of 2018. At December 31, 2017, the assets and liabilities of our storage and terminalling business in the U.K. are reflected on the consolidated balance sheet as held for sale and have been written down to net realizable value by recording an impairment of $76.7 million , including the impact of a deferred foreign currency translation loss of $22.8 million . Net realizable value was estimated at $71.5 million less working capital adjustments and costs to sell. The U.K. business contributed a pre-tax loss of $73.0 million for the year-ended December 31, 2017, including the write-down to net realizable value. At December 31, 2017, the U.K. assets and liabilities held for sale included $136.8 million of property, plant and equipment, $3.1 million of current assets and $4.4 million of current liabilities. At December 31, 2017, we recorded a $31.0 million impairment of our Sherman, Texas natural gas gathering and processing assets of our SemGas segment. Evaluation of capital raising alternatives indicated that the carrying value of our Sherman, Texas assets might be in excess of fair value. We compared the forecasted undiscounted cash flows for the assets to the carrying value of the assets, which indicated that the carrying value of assets was impaired. We used an income approach based on a discounted cash flow model to estimate the fair value of the assets and recorded a non-cash impairment. Impairments are based on unobservable inputs and considered to be Level 3 measurements. See Note 6 for discussion of the sale of our equity method investment in Glass Mountain. See Note 11 for discussion of impairment of goodwill and finite-lived intangible assets recorded by our Crude Transportation segment. Year ended December 31, 2016 There were no significant disposals or impairments of long-lived assets during the year ended December 31, 2016. See Note 6 for discussion of our sale of NGL Energy limited partner units accounted for under the equity method. See Note 11 for discussion of goodwill impairment related to our SemGas segment. Year ended December 31, 2015 During the year ended December 31, 2015, our SemGas segment sold certain non-core Kansas based gas gathering and compression assets for approximately $1.0 million , resulting in a pre-tax loss of approximately $1.7 million which is reported in "loss on disposal or impairment, net" in the consolidated statement of operations and comprehensive income (loss). See Note 6 for discussion of our sale of NGL Energy limited partner units accounted for under the equity method. See Note 11 for discussion of the goodwill impairment recorded by our Crude Transportation segment. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Acquisitions [Abstract] | |
Business Combination Disclosure [Text Block] | ACQUISITIONS Year ended December 31, 2017 On July 17, 2017, we acquired Houston Fuel Oil Terminal Company (“HFOTCO”), one of the largest oil terminals in the U.S., for a purchase price paid, or to be paid, in two payments. This acquisition establishes our position in the premier energy market, the Houston Ship Channel, and provides a strategic platform to refinery-facing growth. The first payment consisted of $297.8 million in cash funded from our revolving credit facility, the issuance of approximately 12.4 million shares of our Class A common stock and the assumption of existing HFOTCO debt of approximately $766 million . The second payment requires us to pay the sellers $600 million in cash, if paid on December 31, 2018 (the “Second Payment”). If paid prior to December 31, 2018, the amount payable will be discounted by 5% per annum. If not paid by December 31, 2018, the amount payable increases to $680 million and is due by December 31, 2019, or earlier if requested by the sellers. The Second Payment is reflected on the balance sheet as the present value of cash flows based on a weighted average of the expected timing of payment under various scenarios and using an 8% discount rate. The acquisition date fair value of the common shares issued is approximately $330 million , based on $26.68 per common share market price at issuance. We have recorded the purchase price allocation as follows (in thousands): Assets acquired Cash $ 3,583 Accounts receivable 11,101 Other current assets 5,277 Property, plant and equipment 1,327,168 Intangible assets subject to amortization Customer contracts 1,000 Customer relationships 260,000 Non-compete agreement 30,000 Goodwill 257,302 Other noncurrent assets 72,392 Total assets acquired $ 1,967,823 Consideration Cash $ 297,822 Common shares 330,341 Second Payment 549,900 Liabilities assumed Accounts payable and accrued liabilities 9,876 Current portion of long-term debt 5,500 Long-term debt 760,500 Other noncurrent liabilities 13,884 Total liabilities assumed 789,760 Total consideration $ 1,967,823 Finite-lived intangibles are amortized over their estimated useful lives. The non-compete agreement is effective for two years from the acquisition date and will be amortized straight-line over the two-year period. Customer relationships are being amortized over 28.5 years on an accelerated basis which matches the incremental cash flow models used to value the intangible assets and in consideration of a historical customer attrition rate of 5% . Customer contracts are being amortized over three years on an accelerated basis. Goodwill primarily relates to the location of the business and potential for future growth. Goodwill is amortizable over 15 years for income tax purposes. From the acquisition date through December 31, 2017, HFOTCO contributed $76.9 million of revenue and $2.4 million of net loss to our consolidated financial results. Our results for the year ended December 31, 2017, include $19.2 million of acquisition related expenses which are included in "general and administrative expenses" in our consolidated statement of operations and comprehensive income (loss). Included in the results of HFOTCO for the post acquisition period is a gain of $3.0 million related to the curtailment of HFOTCO’s defined benefit pension plan. Subsequent to the acquisition, SemGroup closed the plan to new members and stopped the accrual of future benefits under the plan to better align HFOTCO with SemGroup’s compensation strategy. Accordingly, the pension liability assumed at acquisition of $10.0 million was reduced to $7.0 million as of December 31, 2017. Unaudited pro forma financial information for the periods disclosed below has been prepared as if the transaction occurred on January 1, 2016 (in thousands): Pro forma (unaudited) Year Ended December 31, 2017 2016 Revenue $ 2,168,747 $ 1,491,142 Net loss $ (22,649 ) $ (23,011 ) Basic and diluted loss per share attributable to SemGroup $ (0.29 ) $ (0.54 ) These pro forma amounts have been calculated after applying our accounting policies and adjusting the results of HFOTCO to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment, and intangible assets had been applied from January 1, 2016. Additionally, incremental interest expense has been added related to the Second Payment assuming an 8% interest rate and cash consideration paid assuming a 5.5% interest rate. The income tax impact of these adjustments has been included in pro forma net loss using our historical blended statutory rates of 37.8% and 37.7% for the years ended December 31, 2017 and 2016, respectively. This unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not purport to represent what our actual results would have been if the acquisition had occurred on the date assumed, nor is it necessarily indicative of our future operating results. However, the pro forma adjustments reflected in this unaudited pro forma consolidated financial information are based on estimates and assumptions that we believe to be reasonable. The assets and credit of the acquired entities and their holding companies, all of which are included in the HFOTCO segment, are not available to satisfy the debts and obligations of other SemGroup entities. HFOTCO is not a subsidiary guarantor of SemGroup’s senior unsecured notes or revolving credit facility. Year ended December 31, 2016 On September 30, 2016, we completed the acquisition of the outstanding common limited partner interests of Rose Rock Midstream, L.P. ("Rose Rock") which we did not already own (the "Merger"). We issued 13.1 million common shares as consideration and recorded a reduction to equity for $5.3 million of fees associated with the issuance. In addition, we recorded a reduction to our deferred tax liabilities and offsetting increase to additional paid-in capital of $143.3 million associated with the transaction. This non-cash adjustment represents the deferred tax impact of the difference between the book value of the noncontrolling interests acquired and the tax basis which is stepped-up to the fair market value of the consideration which includes the common shares issued and the assumption of liabilities associated with the noncontrolling interests. We accounted for the Merger in accordance with FASB Accounting Standards Codification 810, Consolidation — Overall — Changes in a Parent’s Ownership Interest in a Subsidiary . As SemGroup controlled Rose Rock both before and after the Merger, the changes in SemGroup’s ownership interest in Rose Rock were accounted for as an equity transaction and no gain or loss was recognized in SemGroup’s consolidated statements of operations and comprehensive income (loss) as a result of the Merger. Subsequent to the Merger, Rose Rock was a wholly owned subsidiary of SemGroup. Substantially all of Rose Rock's assets were pledged as collateral under its senior secured revolving credit facility agreement which was terminated following the Merger. Substantially all of Rose Rock's assets are now pledged as collateral under SemGroup's senior secured revolving credit facility. Rose Rock's senior unsecured notes were assumed by SemGroup. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | EQUITY METHOD INVESTMENTS Our equity method investments consist of the following (in thousands): December 31, 2017 2016 White Cliffs $ 266,362 $ 281,734 Glass Mountain — 133,622 NGL Energy 18,919 18,933 Total equity method investments $ 285,281 $ 434,289 Our earnings from equity method investments consist of the following (in thousands): Year Ended December 31, 2017 2016 2015 White Cliffs $ 59,851 $ 69,007 $ 70,238 Glass Mountain 7,494 2,562 6,117 NGL Energy (1) (14 ) 2,188 5,031 Total earnings from equity method investments $ 67,331 $ 73,757 $ 81,386 (1) Excluding a loss on issuance of common units of $41.0 thousand for the year ended December 31, 2016, and a gain on the issuance of common units of $6.4 million for the year ended December 31, 2015. Cash distributions received from equity method investments consist of the following (in thousands): Year Ended December 31, 2017 2016 2015 White Cliffs $ 77,511 $ 88,839 $ 86,845 Glass Mountain 18,011 10,456 13,623 NGL Energy — 4,873 19,074 Total cash distributions received from equity method investments $ 95,522 $ 104,168 $ 119,542 White Cliffs We own a 51% interest in White Cliffs, which we account for under the equity method. The equity in earnings of White Cliffs for the years ended December 31, 2017 , 2016 and 2015 reported in our consolidated statements of operations and comprehensive income (loss) is less than 51% of the net income of White Cliffs for the same period. This is primarily due to certain general and administrative expenses we incur in managing the operations of White Cliffs that the other members are not obligated to share. In addition, our equity in earnings is also impacted by the elimination of revenue on the sale of inventory to White Cliffs. Revenue related to inventory transactions with White Cliffs is deferred until a sale of the inventory has been made with a third party. The members of White Cliffs are required to contribute capital to White Cliffs to fund various projects. For the years ended December 31, 2017 , 2016 and 2015 , we contributed $1.4 million , $2.2 million and $42.8 million , respectively, to White Cliffs capital projects. Our membership interest in White Cliffs is significant as defined by Securities and Exchange Commission’s Regulation S-X Rule 1-02(w). Accordingly, as required by Regulation S-X Rule 3-09, we have included the audited financial statements of White Cliffs as of December 31, 2017 and 2016 and for each of the three years in the period ended December 31, 2017 as an exhibit to this Form 10-K. Glass Mountain On December 22, 2017, we completed the sale of our equity method investment in Glass Mountain for $300 million , subject to working capital and other adjustments. We recorded a pre-tax gain on disposal of $150.3 million , which was reported in "loss on disposal or impairment, net" in our consolidated statement of operations and comprehensive income (loss). Proceeds from the sale were used to repay borrowings on SemGroup's revolving credit facility. NGL Energy At December 31, 2017, we held an 11.78% interest in the general partner of NGL Energy which is being accounted for under the equity method in accordance with ASC 323-30-S99-1, as our ownership is in excess of the 3 to 5 percent interest which is generally considered to be more than minor. The general partner of NGL Energy is not a publicly traded company. The information below pertains to our general partner interest, and previously held limited partner interest, in NGL Energy. NGL Energy unit issuances and sales of NGL Energy units During the year ended December 31, 2016, we sold our remaining 4,652,568 NGL Energy limited partner units for $13.00 per unit, or $60.5 million , and recorded a $9.1 million gain on disposal. During the year ended December 31, 2015, we sold 1,999,533 of our NGL Energy common units for $56.3 million , net of related costs of $0.5 million . We recorded a net gain of $14.5 million . Subsequent to these disposals, we no longer hold a limited partner interest in NGL Energy. Gains on disposal of NGL Energy limited partner units are included in "loss (gain) on sale or impairment of non-operated equity method investment" in our consolidated statements of operations and comprehensive income (loss). During the years ended December 31, 2016 and 2015, our limited partnership interest was diluted in connection with NGL Energy common unit issuances. Accordingly, we recorded a non-cash loss of $41.0 thousand for the year ended December 31, 2016 and a non-cash gain of $6.4 million for the year ended December 31, 2015 related to these transactions, which are included in "gain (loss) on issuance of common units by equity method investee" in our consolidated statements of operations and comprehensive income (loss). Other-than-temporary impairment of equity method investment in NGL Energy During the year ended 2016, we recorded an impairment of $39.8 million to our investment in the limited partner units of NGL Energy subsequent to NGL Energy's April 21, 2016 announcement of a reduction in its quarterly distribution and lowering of financial performance guidance. These units were subsequently sold in the second quarter of 2016. The impairment was included in "loss (gain) on sale or impairment of non-operated equity method investment" in our consolidated statements of operations and comprehensive income (loss). |
Segments
Segments | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments | SEGMENTS As described in Note 1, 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. The results of HFOTCO, subsequent to the acquisition date, are shown as a separate segment below. 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 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. 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 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): Year Ended December 31, 2017 2016 2015 Revenues: Crude Transportation External $ 74,993 $ 64,853 $ 81,991 Intersegment 31,939 26,878 15,021 Crude Facilities External 42,327 45,956 45,936 Intersegment 10,594 10,674 — Crude Supply and Logistics External 1,299,343 716,570 716,784 HFOTCO External 76,885 — — SemGas External 222,048 208,042 231,569 Intersegment 11,170 10,928 20,605 SemCAMS External 183,232 133,216 136,197 Corporate and Other External 183,089 163,527 242,617 Intersegment (53,703 ) (48,480 ) (35,626 ) Total Revenues $ 2,081,917 $ 1,332,164 $ 1,455,094 Year Ended December 31, 2017 2016 2015 Earnings from equity method investments: Crude Transportation $ 67,345 $ 71,569 $ 76,355 Corporate and Other (1) (14 ) 2,147 11,416 Total earnings from equity method investments $ 67,331 $ 73,716 $ 87,771 (1) Including gain (loss) on issuance of common units by equity method investee. Year Ended December 31, 2017 2016 2015 Depreciation and amortization: Crude Transportation $ 35,953 $ 24,483 $ 35,500 Crude Facilities 8,113 7,781 5,829 Crude Supply and Logistics 400 185 159 HFOTCO 44,272 — — SemGas 37,059 36,170 31,803 SemCAMS 18,530 16,867 12,940 Corporate and Other 14,094 13,318 14,651 Total depreciation and amortization $ 158,421 $ 98,804 $ 100,882 Year Ended December 31, 2017 2016 2015 Income tax expense (benefit): HFOTCO $ 362 $ — $ — SemCAMS 8,863 3,667 4,847 Corporate and other (11,613 ) 7,601 28,683 Total income tax expense (benefit) $ (2,388 ) $ 11,268 $ 33,530 Year Ended December 31, 2017 2016 2015 Segment profit: Crude Transportation $ 133,505 $ 119,726 $ 125,120 Crude Facilities 41,967 47,039 37,351 Crude Supply and Logistics (7,801 ) 24,003 30,899 HFOTCO 61,536 — — SemGas 67,805 66,530 73,422 SemCAMS 76,274 53,264 50,238 Corporate and Other 33,237 39,534 56,822 Total segment profit $ 406,523 $ 350,096 $ 373,852 Year Ended December 31, 2017 2016 2015 Reconciliation of segment profit to net income (loss): Total segment profit $ 406,523 $ 350,096 $ 373,852 Less: Adjustment to reflect equity earnings on an EBITDA basis 26,890 28,757 32,965 Net unrealized loss (gain) related to derivative instruments 40 989 2,014 General and administrative expense 110,373 83,908 97,366 Depreciation and amortization 158,421 98,804 100,882 Loss on disposal or impairment, net 13,333 16,048 11,472 Interest expense 103,009 62,650 69,675 Loss on early extinguishment of debt 19,930 — — Foreign currency transaction loss (gain) (4,709 ) 4,759 (1,067 ) Loss (gain) on sale or impairment of non-operated equity method investment — 30,644 (14,517 ) Other expense (income), net (1,226 ) (994 ) (1,284 ) Income tax expense (benefit) (2,388 ) 11,268 33,530 Loss from discontinued operations — 1 4 Net income (loss) $ (17,150 ) $ 13,262 $ 42,812 Year Ended December 31, 2017 2016 2015 Additions to long-lived assets, including acquisitions and contributions to equity method investments: Crude Transportation $ 262,728 $ 230,139 $ 219,227 Crude Facilities 4,775 6,439 30,118 Crude Supply and Logistics 2,233 3,664 2,564 HFOTCO 2,019,482 — — SemGas 100,537 21,913 110,908 SemCAMS 113,263 34,506 142,368 Corporate and Other 18,062 28,020 21,259 Total additions to long-lived assets $ 2,521,080 $ 324,681 $ 526,444 December 31, 2017 2016 Total assets (excluding intersegment receivables): Crude Transportation $ 1,039,399 $ 1,042,327 Crude Facilities 153,953 156,907 Crude Supply and Logistics 674,684 484,475 HFOTCO 2,003,298 — SemGas 714,777 683,952 SemCAMS 518,900 379,785 Corporate and Other 271,806 327,526 Total $ 5,376,817 $ 3,074,972 December 31, 2017 2016 Equity investments: Crude Transportation $ 266,362 $ 415,356 Corporate and Other 18,919 18,933 Total equity investments $ 285,281 $ 434,289 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consist of the following (in thousands): December 31, 2017 2016 Crude oil $ 101,665 $ 89,683 Asphalt and other — 9,551 Total inventories $ 101,665 $ 99,234 During the year ended December 31, 2017, our Crude Supply and Logistics segment recorded non-cash charges of $0.5 million to write-down crude oil inventory to the lower of cost or net realizable value. There were no inventory write-downs during the year ended December 31, 2016. Asphalt inventory of $15.6 million was classified as held for sale at December 31, 2017. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2017 | |
Other Assets [Abstract] | |
Other Assets | OTHER ASSETS Other current assets consist of the following (in thousands): December 31, 2017 2016 Prepaid expenses $ 8,746 $ 6,801 Deferred tax asset — 2,244 Other 5,551 9,585 Total other current assets $ 14,297 $ 18,630 Other noncurrent assets consist of the following (in thousands): December 31, 2017 2016 Capitalized loan fees $ 8,774 $ 10,242 Net investment in direct financing lease 67,825 — Deferred tax asset 33,792 43,431 Other 22,209 3,856 Total other noncurrent assets, net $ 132,600 $ 57,529 Net investment in direct financing lease, included in the table above, relates to our HFOTCO segment's lease of certain land, tanks and a barge dock which are accounted for as a direct financing lease. The assets are leased through 2025. At December 31, 2017 , minimum lease payments to be received for each of the five succeeding fiscal years and thereafter are as follows (in thousands): For the year ending: December 31, 2018 $ 12,833 December 31, 2019 12,837 December 31, 2020 12,841 December 31, 2021 12,845 December 31, 2022 12,849 Thereafter 31,068 Total minimum lease payments $ 95,273 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consists of the following (in thousands): December 31, 2017 2016 Land $ 273,168 $ 90,337 Pipelines and related facilities 926,799 398,053 Storage and terminal facilities 1,111,001 279,506 Natural gas gathering and processing facilities 940,130 874,704 Linefill 25,747 25,804 Trucking equipment and other 45,162 45,417 Office property and equipment 63,052 61,146 Construction-in-progress 374,914 380,740 Property, plant and equipment, gross 3,759,973 2,155,707 Accumulated depreciation (444,842 ) (393,635 ) Property, plant and equipment, net $ 3,315,131 $ 1,762,072 Land in the table above includes $106.2 million and $76.8 million of rights-of-way at December 31, 2017 and 2016 , respectively. The weighted average remaining useful life of rights-of-way at December 31, 2017 was approximately 20 years . We recorded depreciation expense of $126.3 million , $87.9 million and $90.5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. We include within the cost of property, plant and equipment interest costs incurred while an asset is being constructed. We capitalized $18.4 million , $17.0 million and $1.0 million of interest costs during the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Goodwill relates to the following segments (in thousands): December 31, 2017 2016 Crude Transportation $ — $ 26,628 HFOTCO 257,302 — Corporate and Other — 7,602 Total goodwill $ 257,302 $ 34,230 Changes in goodwill balances during the period from December 31, 2014 to December 31, 2017 are shown below (in thousands): Balance, December 31, 2014 $ 58,326 Crude oil trucking impairment loss (9,488 ) Currency translation adjustments (806 ) Balance, December 31, 2015 48,032 SemGas impairment loss (13,052 ) Currency translation adjustments (750 ) Balance, December 31, 2016 34,230 Crude oil trucking impairment loss (26,628 ) Reclassification of SemMexico goodwill as held for sale (Note 4) (7,808 ) HFOTCO acquisition (Note 5) 257,302 Currency translation adjustments 206 Balance, December 31, 2017 $ 257,302 For U.S. federal income tax purposes, goodwill is amortized on a straight-line basis over 15 years . We assess our goodwill for impairment at least annually as of October 1. No impairments were indicated as of October 1, 2017. Crude oil trucking goodwill impairment - 2017 Based on market conditions, in the third-quarter of 2017, management lowered the long range forecast for our crude oil trucking business unit, which provides truck transportation services as part of our Crude Transportation segment. The decrease in the long range forecast for crude oil trucking is primarily due to the on-going challenging business environment. We viewed the decrease in the forecast as a triggering event that indicated a potential impairment and performed an interim impairment analysis on the business unit’s assets including goodwill and intangible assets. We performed a recoverability test of our definite lived assets under ASC 360 whereby we compared the undiscounted cash flows of the asset group, which was determined to be the entire crude oil trucking reporting unit and included goodwill, to the carrying value of the assets at September 30, 2017. This test indicated that the assets were not fully recoverable. Therefore, we estimated the fair value of the definite lived assets using an income approach, supplemented by a market approach to measure impairment. We also performed an interim impairment test of our goodwill associated with the crude oil trucking reporting unit and determined the estimated fair value was less than the adjusted carrying value of the reporting unit resulting in impairment of goodwill. The cash flow models used to determine recoverability of our assets and to measure impairment expense involved using significant judgments and assumptions, which included the discount rate, anticipated revenue and volume growth rates, estimated operating expenses and capital expenditures, which were based on our operating and capital budgets as well as our strategic plans. We considered the market approach by comparing the revenue and earnings multiples implied by our income approach to those of comparable companies for reasonableness and for estimating the fair value of certain assets of our reporting unit. We recorded a $26.6 million impairment of goodwill and a $12.1 million impairment of intangible assets, which are reflected in “loss on disposal or impairment, net” in our consolidated statements of operations and comprehensive income (loss). SemGas goodwill impairment - 2016 In March 2016, our SemGas segment revised the volume forecast for its northern Oklahoma system based on revised volume forecasts provided by certain producers who have chosen to adjust plans for production following release of the Oklahoma Corporation Commission’s Regional Earthquake Response Plan that curtails the amount of volume that can be injected into disposal wells. Based on the reduction to our forecast, we tested our SemGas segment's long-lived assets, finite-lived intangible assets and goodwill for impairment at March 31, 2016. No impairment was indicated for SemGas' long-lived assets and finite-lived intangible assets based on an undiscounted cash flow analysis. However, we did record an impairment of SemGas' goodwill for the entire balance of $13.1 million . To test the goodwill for impairment, we used an income approach, supplemented by a market approach to calculate the fair value of the reporting unit. Under the income approach, we utilized a discounted cash flow model to determine the fair value of our SemGas operations. Significant judgments and assumptions included the discount rate, anticipated revenue and volume growth rates, estimated operating expenses and capital expenditures, which were based on our operating and capital budgets as well as our strategic plans. A significant underlying assumption is that commodity prices will eventually improve, water disposal issues will be resolved and production volumes will begin to increase. If production does not increase in the future or the production takes longer than anticipated to return, this would negatively affect our key assumptions and potentially lead to finite-lived intangible and long-lived asset impairments in the future. We considered the market approach by comparing the revenue and earnings multiples implied by our income approach to those of comparable companies for reasonableness. See Note 4 for 2017 impairment of long-lived assets. Crude oil trucking goodwill impairment - 2015 As a result of the continued decline in oil prices and lower forecast volumes from declining drilling activity, along with lower than expected results during the fourth quarter of 2015, we performed an interim goodwill impairment analysis as of December 31, 2015, which resulted in an impairment charge of $9.5 million related to our crude oil trucking operation which was identified as the reporting unit for purposes of the impairment test. We used an income approach, supplemented by a market approach to calculate the fair value of the reporting unit. Under the income approach, we utilized a discounted cash flow model to determine the fair value of our crude oil trucking operations. Significant judgments and assumptions included the discount rate, anticipated revenue and volume growth rates, estimated operating expenses and capital expenditures, which were based on our operating and capital budgets as well as our strategic plans. A significant underlying assumption is that crude oil prices will eventually improve and production volumes will begin to increase. We considered the market approach by comparing the revenue and earnings multiples implied by our income approach to those of comparable companies for reasonableness. Other intangible assets The gross carrying amount and accumulated amortization of intangible assets are shown below (in thousands): December 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 424,000 $ (49,717 ) $ 374,283 $ 187,114 $ (36,601 ) $ 150,513 Non - compete agreement 30,000 (6,250 ) 23,750 — — — Trade names 52 (42 ) 10 421 (366 ) 55 Customer contract 1,000 (400 ) 600 — — — Unpatented technology — — — 2,461 (2,051 ) 410 Total other intangible assets $ 455,052 $ (56,409 ) $ 398,643 $ 189,996 $ (39,018 ) $ 150,978 Changes in other intangible asset balances during the period from December 31, 2014 to December 31, 2017 are shown below (in thousands): Balance, December 31, 2014 $ 173,065 Amortization (10,334 ) Currency translation adjustments (508 ) Balance, December 31, 2015 162,223 Amortization (10,928 ) Currency translation adjustments (317 ) Balance, December 31, 2016 150,978 HFOTCO acquisition (Note 5) 291,000 Crude oil trucking impairment (12,087 ) Reclassification of Mexican asphalt assets as held for sale (Note 4) (715 ) Amortization (30,628 ) Currency translation adjustments 95 Balance, December 31, 2017 $ 398,643 Our other intangible assets consist primarily of customer relationships at our HFOTCO and SemGas segments and a non-compete agreement at our HFOTCO segment. These assets may be subject to impairments in the future if we are unable to maintain the relationships with the customers to which the assets relate. We estimate that future amortization of other intangible assets will be as follows (in thousands): For the year ending: December 31, 2018 $ 33,605 December 31, 2019 39,455 December 31, 2020 30,000 December 31, 2021 30,200 December 31, 2022 28,600 Thereafter 236,783 Total estimated amortization expense $ 398,643 |
Financial Instruments and Conce
Financial Instruments and Concentrations of Risk | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Concentrations of Risk | FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF RISK Fair value of financial instruments We record certain financial assets and liabilities at fair value at each balance sheet date. The table below summarizes the balances of commodity derivative assets and liabilities at December 31, 2017 and 2016 (in thousands): December 31, 2017 Level 1 Level 2 Level 3 Netting (1) Total 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 ) December 31, 2016 Level 1 Level 2 Level 3 Netting (1) Total Assets: Commodity derivatives (2) $ 68 $ — $ — $ (68 ) $ — Foreign currency forwards — — — — — Total assets 68 — — (68 ) — Liabilities: Commodity derivatives 1,396 — — (68 ) 1,328 Interest rate swaps — — — — — Total liabilities 1,396 — — (68 ) 1,328 Net assets (liabilities) at fair value $ (1,328 ) $ — $ — $ — $ (1,328 ) (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 December 31, 2017 , all of our physical fixed price forward purchases and sales contracts were being accounted for as normal purchases and normal sales. 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. 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): Year Ended December 31, 2017 Net liabilities - beginning balance $ — Interest rate swaps acquired through acquisition (Note 5) 3,275 Transfers out of Level 3 — Realized/Unrealized (gain) loss included in earnings* (1,124 ) Settlements (923 ) Net liabilities - ending balance $ 1,228 *Gains and losses related to interest rate swaps are recorded in interest expense in the condensed consolidated statements of operations and comprehensive income (loss). There were no financial assets or liabilities classified as Level 3 during the years ended December 31, 2016 , and 2015 . See Note 14 for fair value of debt instruments and Note 19 for fair value of benefit plan assets. 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, a 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): Year Ended December 31, 2017 2016 2015 Sales 12,979 33,694 23,228 Purchases 13,430 33,819 22,946 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 consolidated balance sheets in "other current assets" and "other current liabilities" in the following amounts (in thousands): December 31, 2017 December 31, 2016 Other Current Assets Other Current Liabilities Other Current Assets Other Current Liabilities $ — $ 1,368 $ — $ 1,328 We have posted margin deposits as collateral with brokers who have the right of set off associated with these funds. Our margin deposit balances were $1.9 million and $3.6 million at December 31, 2017 and 2016 , respectively. These margin account balances have not been offset against our net commodity derivative instrument (contract) positions. Had these margin account balances been netted against our net commodity derivative instrument (contract) positions as of December 31, 2017 and 2016 , we would have had net asset positions of $0.5 million and $2.3 million , respectively. Realized and unrealized gains (losses) from our commodity derivatives were recorded to product revenue in the following amounts (in thousands): Year Ended December 31, 2017 2016 2015 Realized and unrealized gain (loss) $ (2,193 ) $ (4,485 ) $ 8,146 Interest rate swaps In conjunction with the HFOTCO acquisition (Note 5), we acquired HFOTCO’s interest rate swaps. The swaps 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 December 31, 2017, we had interest rate swaps with notional values of $491.1 million . At December 31, 2017, the fair value of our interest rate swaps was $1.2 million , which was reported within "other noncurrent liabilities” in our condensed consolidated balance sheet. For the year ended December 31, 2017, we recognized realized and unrealized gains of $1.1 million related to interest rate swaps. Foreign currency forwards In the fourth quarter of 2017, we entered into foreign currency forwards to purchase Canadian dollars to limit exposure to foreign currency rate fluctuations for capital contributions to our Canadian operations. We have not designated the forwards as hedges, as such changes in the fair value of the forwards are recorded through current period earnings as a component of foreign currency translation gain/loss. At December 31, 2017 , we had foreign currency forwards with notional values of $197.7 million . At December 31, 2017 , the fair value of our foreign currency swaps was $2.6 million which is reported within "other current assets" and "other noncurrent assets, net" in our consolidated balance sheet. For the year ended December 31, 2017 , we recognized realized and unrealized gains of $2.8 million related to foreign currency forwards. Concentrations of risk During the year ended December 31, 2017 , one customer primarily of our Crude Supply and Logistics segment accounted for more than 10% of our consolidated revenue with revenues of $646.1 million . No suppliers accounted for more than 10% of our costs of products sold. At December 31, 2017 , one customer, primarily of our Crude Supply and Logistics segment, accounted for approximately 29% of our consolidated accounts receivable. Our SemGas segment has a significant concentration of producers which account for a large portion of our SemGas segment's volumes. During the year ended December 31, 2017 , two producers accounted for approximately 88% of our total processed volumes. During the year ended December 31, 2017 , two producers accounted for 91% of our total gathered volumes. Additionally, all of the processing and gathering volumes from these customers are produced in the Northern Oklahoma region. Our SemCAMS processing plants require a minimum rate of sulfur tonnage to operate, and to comply with the regulatory requirements for air emissions. We have several large producers that provide significant sour gas to our plants. If these producers shut in their sour gas production due to low commodity prices, it could result in regulatory non-compliance, as well as operating and financial impacts to SemCAMS. Assets and liabilities of subsidiaries outside the United States The following table summarizes the assets and liabilities (excluding affiliate balances) at December 31, 2017 of our subsidiaries outside the United States (in thousands): Canada United Kingdom Mexico Total Cash and cash equivalents $ 33,601 $ 13,185 $ 9,581 $ 56,367 Other current assets 62,790 3,150 35,044 100,984 Noncurrent assets 427,259 136,800 42,272 606,331 Total assets $ 523,650 $ 153,135 $ 86,897 $ 763,682 Current liabilities $ 64,056 $ 4,410 $ 19,574 $ 88,040 Noncurrent liabilities 71,309 13,016 716 85,041 Total liabilities 135,365 17,426 20,290 173,081 Net assets $ 388,285 $ 135,709 $ 66,607 $ 590,601 The write-down to net realizable value for Mexican and U.K. assets and liabilities held-for-sale (Note 4) has not been allocated to the balances disclosed in the table above. Employees At December 31, 2017 , we had approximately 1,220 employees, including approximately 550 employees outside the U.S. Approximately 125 of the employees in Canada and Mexico are represented by labor unions and are subject to collective bargaining agreements governing their employment with us. Of that number, approximately 70 employees have collective bargaining agreements that renew annually and 55 have collective bargaining agreements that expire in January 2019. We have never had a labor related work stoppage and believe our employee relations are good. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income tax expense (benefit) Our consolidated income from continuing operations before income taxes was generated in the following jurisdictions (in thousands): Year Ended December 31, 2017 2016 2015 U.S. $ (64,423 ) $ (766 ) $ 46,728 Foreign 44,885 25,297 29,618 Consolidated $ (19,538 ) $ 24,531 $ 76,346 The following table summarizes income tax provision (benefit) from continuing operations by jurisdiction (in thousands): Year Ended December 31, 2017 2016 2015 Current income tax provision: Foreign $ 7,058 $ 2,821 $ 4,301 U.S. federal — — — U.S. state 383 — 32 7,441 2,821 4,333 Deferred income tax provision (benefit): Foreign 5,318 4,071 4,747 U.S. federal (15,379 ) 5,142 21,865 U.S. state 232 (766 ) 2,585 (9,829 ) 8,447 29,197 Provision (benefit) for income taxes $ (2,388 ) $ 11,268 $ 33,530 The following table reconciles income tax provision at the U.S. federal statutory rate to the consolidated provision (benefit) for income taxes (in thousands): Year Ended December 31, 2017 2016 2015 Income from continuing operations before income taxes $ (19,538 ) $ 24,531 $ 76,346 U.S. federal statutory rate 35 % 35 % 35 % Provision at statutory rate (6,838 ) 8,586 26,721 State income taxes—net of federal benefit 401 (498 ) 1,701 Effect of rates other than statutory (3,842 ) (1,966 ) (2,306 ) Effect of U.S. taxation on foreign branches 15,710 8,854 10,366 Foreign tax adjustment, prior years — — 7 Noncontrolling interest — (3,908 ) (4,373 ) Foreign tax credit and offset to branch deferreds 45,245 (6,026 ) (1,740 ) Effect of U.S. deduction of foreign tax (7,514 ) — — Impact of valuation allowance on deferred tax assets (65,327 ) 6,026 1,740 Foreign withholding taxes 858 18 6 Stock-based compensation 1,351 — — Effect of U.S. federal statutory rate reduction 17,638 — — — Other, net (70 ) 182 1,408 Provision (benefit) for income taxes $ (2,388 ) $ 11,268 $ 33,530 For the years ended December 31, 2017 , 2016 and 2015 , the foreign subsidiaries are disregarded entities for U.S. federal income tax purposes. The foreign earnings are taxed in foreign jurisdictions as well as in the U.S. Foreign tax credits, subject to limitations, or foreign tax deductions are available to reduce U.S. taxes. The decision to deduct foreign taxes or claim the foreign tax credit is made with respect to each tax period. On December 22, 2017, the “Tax Cuts and Jobs Act”, H.R. 1 (“Act”) was signed into law. The Act provides for a permanent reduction in the U.S. federal statutory rate from 35% to 21% effective January 1, 2018. Under ASC 740, Income Taxes, the effects of the law change are recorded in the period of enactment. The deferred positions of the Company at December 31, 2017, have been remeasured at the lower tax rate, resulting in a discrete deferred tax expense for the period of $17.6 million . There is a discrete expense of $1.4 million related to the vesting of restricted stock during the period and a discrete tax benefit of $27.6 million related to a change of position to deduct foreign taxes in lieu of claiming a foreign tax credit for the tax years 2014 through 2016. The foreign tax credit for these years was previously offset by a full valuation allowance and, accordingly, there is no net tax expense or balance sheet impact from their reversal. The discrete benefit arises from recognition of the increase in our net operating loss carryforward resulting from the deduction of foreign taxes. Deferred tax positions Deferred income taxes reflect the effects of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax purposes. Significant components of deferred tax assets and liabilities are as follows at December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Deferred tax assets: Net operating loss and other credit carryforwards $ 44,867 $ 58,129 Compensation and benefits 7,156 9,411 Inventories 322 231 Intangible assets 16,714 34,573 Pension plan 1,760 4,811 Allowance for doubtful accounts 956 971 Deferred revenue 4,953 4,451 Equity investment in partnerships — 54,686 Foreign tax credit and offset to branch deferreds 56,719 110,052 Other 28,201 46,601 less: valuation allowance (45,682 ) (110,243 ) Net deferred tax assets 115,966 213,673 Deferred tax liabilities: Intangible assets (5,074 ) (4,709 ) Prepaid expenses (1,447 ) (136 ) Property, plant and equipment (108,646 ) (223,325 ) Equity investment in partnerships (24,315 ) — Other (2,402 ) (4,411 ) Total deferred tax liabilities (141,884 ) (232,581 ) Net deferred tax liabilities $ (25,918 ) $ (18,908 ) At December 31, 2017 , we had a cumulative U.S. federal net operating loss of approximately $165.5 million that can be carried forward to apply against taxable income generated in future years. This carry forward begins to expire in 2031. We had cumulative U.S. state net operating losses of approximately $148.7 million available for carryforward, which begin to expire in 2018. We had foreign net operating losses of $20.9 million available for indefinite carryforward and $0.4 million that will expire in 2027. We had foreign tax credits of approximately $44.6 million available for carry forward, which begin to expire in 2020. The valuation allowance decreased by $64.6 million during 2017. The change related to a net decrease of $65.4 million for foreign tax credits and offset to branch deferreds, an increase of $0.1 million related to foreign net operating losses and an increase of $0.7 million related to state net operating losses. We have a valuation allowance on a small portion of our state net operating loss carryovers with shorter carryover periods and our foreign tax credit carryover. 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. We have analyzed filing positions in all of the federal, state and foreign jurisdictions where we are required to file income tax returns and determined that no accruals related to uncertainty in tax positions are required. All income tax years of the Company ending after the emergence from bankruptcy remain open for examination in U.S. jurisdictions under general operation of the statute of limitations, including special provisions with regard to net operating loss carryovers. In foreign jurisdictions, all tax periods prior to the emergence from bankruptcy are closed. The statute of limitations has not been waived with respect to any foreign jurisdictions post emergence and tax periods are open for examination in accordance with the general statutes of each foreign jurisdiction. Currently, there are no examinations in progress for our federal and state jurisdictions. Canada Revenue Agency has initiated an income tax audit of SemCAMS ULC for the tax years 2013 through 2015. No other foreign jurisdictions are currently under audit. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Our long-term debt consisted of the following (dollars in thousands): Interest rate at December 31, 2017 December 31, December 31, Senior unsecured notes due 2021 7.500% $ — $ 300,000 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 — Senior unsecured notes due 2026 7.250% 300,000 — SemGroup $1.0 billion corporate revolving credit facility (1) Alternate base rate borrowings 6.000% — 20,000 Eurodollar borrowings 3.857% 131,000 — Second Payment (2) 8.000% 565,868 — HFOTCO term loan B (3) 5.190% 532,125 — HFOTCO tax exempt notes payable due 2050 2.353% 225,000 — HFOTCO $75 million revolving credit facility (4) 4.940% 60,000 — SemMexico revolving credit facility (5) 9.124% — — Capital leases 25 51 Unamortized premium (discount) and debt issuance costs, net (30,398 ) (19,107 ) Total long-term debt, net 2,858,620 1,050,944 Less: current portion of long-term debt 5,525 26 Noncurrent portion of long-term debt, net $ 2,853,095 $ 1,050,918 (1) SemGroup $1.0 billion corporate revolving credit facility matures on May 15, 2021. (2) Second Payment discounted to fair value based on expected timing of payments and an 8% discount rate. See Note 5 for additional information. (3) HFOTCO term loan B is due in quarterly installments of $1.4 million , with a final payment due on August 19, 2021. (4) HFOTCO $75 million revolving credit facility matures on August 19, 2019. (5) SemMexico revolving credit facility has a borrowing capacity of $70 million pesos ( $3.6 million USD at the December 31, 2017 exchange rate). Early extinguishment of senior unsecured notes due 2021 On March 15, 2017, we purchased $290 million of our outstanding $300 million , 7.50% senior unsecured notes due 2021 (the “2021 Notes”) through a tender offer. The purchase price included a premium and interest to the purchase date. On March 17, 2017, a notice of redemption was issued for the remaining $10 million of the 2021 Notes which were not purchased through the tender offer pursuant to the redemption and satisfaction and discharge provisions of the indenture governing the 2021 Notes. These remaining 2021 Notes were redeemed on June 15, 2017, including a redemption premium and accrued unpaid interest to the redemption date. We recorded a loss on early extinguishment of $19.9 million for the above transactions, which included premiums totaling $15.9 million and the write off of $3.6 million of associated unamortized debt issuance costs. Issuance of senior unsecured notes due 2025 and 2026 On March 15, 2017, we sold $325 million of 6.375% senior unsecured notes due 2025 (the “2025 Notes”). The 2025 Notes were sold at 98.467% of par, a discount of $5.0 million . The discount is reported as a reduction to the face value of the 2025 Notes on our condensed consolidated balance sheets and is being amortized over the life of the 2025 Notes using the interest method. The net proceeds from the offering of $315.1 million , after the discount and $4.9 million of initial purchasers’ fees and offering expenses, together with cash on hand, were used to purchase and redeem the 2021 Notes. On September 20, 2017, we sold $300 million of 7.25% senior unsecured notes due 2026 (the “2026 Notes”). The 2026 Notes were sold at 98.453% of par, a discount of $4.6 million . The discount is reported as a reduction to the face value of the 2026 Notes on our condensed consolidated balance sheets and is being amortized over the life of the 2026 Notes using the interest method. The net proceeds from the offering of $290.3 million , after the discount and $5.1 million of initial purchasers’ fees and offering expenses, were used to repay amounts borrowed under our revolving credit facility. Senior unsecured notes Our senior unsecured notes (collectively, the "Notes") are guaranteed by certain of our subsidiaries: 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., Wattenberg Holding, LLC and Glass Mountain Holding, LLC (collectively, the "Guarantors"). The guarantees of the Notes are full and unconditional and constitute the joint and several obligations of the Guarantors. The Notes are governed by indentures, as supplemented, between the Company and its subsidiary Guarantors and Wilmington Trust, N.A., as trustee (the “Indentures”). The Indentures include customary covenants, including limitations on our ability to incur additional indebtedness or issue certain preferred shares; pay dividends and make certain distributions, investments and other restricted payments; create certain liens; sell assets; enter into transactions with affiliates; enter into sale and lease-back transactions; merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and designate our subsidiaries as unrestricted under the Indentures. The Indentures include customary events of default, including events of default relating to non-payment of principal and other amounts owing from time to time, failure to provide required reports, failure to comply with agreements in the Indentures, cross payment-defaults to any material indebtedness, bankruptcy and insolvency events, certain unsatisfied judgments, and invalidation or cessation of the subsidiary guarantee of a significant subsidiary. A default would permit holders to declare the Notes and accrued interest due and payable. The Notes are effectively subordinated in right of payment to any of our, and the Guarantors', existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness and are structurally subordinated to the obligations of any subsidiary that is not a guarantor of the Notes. The Company may issue additional Notes under the Indentures from time to time, subject to the terms of the Indentures. Except as described below, the Company may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if redeemed during the twelve-month period beginning with each period as indicated below: 2022 Notes From and after July 15, 2017 104.219% From and after July 15, 2018 102.813% From and after July 15, 2019 101.406% From and after July 15, 2020 100.000% 2023 Notes Not redeemable before May 15, 2019 From and after May 15, 2019 102.813% From and after May 15, 2020 101.406% From and after May 15, 2021 100.000% 2025 Notes Not redeemable before March 15, 2020 From and after March 15, 2020 103.188% From and after March 15, 2021 101.594% From and after March 15, 2022 100.000% 2026 Notes Not redeemable before March 15, 2021 From and after March 15, 2021 103.625% From and after March 15, 2022 101.813% From and after March 15, 2023 100.000% Prior to the redemption dates set forth above, the Company may, at its option, on one or more occasions, redeem up to 35% of the sum of the original aggregate principal amount of the Notes at a redemption price equal to the aggregate principal amount thereof plus a premium equal to stated interest rate of the Notes, plus accrued and unpaid interest, with the net cash proceeds of one or more equity offerings of the Company, subject to certain conditions. Prior to the redemption dates set forth above, the Company may also redeem all or part of the Notes at a price equal to the principal plus a premium equal to the greater of 1% of the principal or the excess of the present value of the first redemption price from the table above plus all required interest payments due through the first redemption date in the table above, computed using a discount rate based on a published United States Treasury Rate plus 50 basis points, over the principal value of such Note. In the event of a change of control, the Company is required to offer to repurchase the Notes at an amount equal to 101% of the principal plus accrued and unpaid interest. Registration rights agreements In connection with the closing of the offerings of the 2025 Notes and 2026 Notes, the Company and the Guarantors entered into registration rights agreements (the “Registration Rights Agreements”). Under the Registration Rights Agreements, the Company and the Guarantors have agreed to file registration statements with the Securities and Exchange Commission so that holders of such Notes can exchange such Notes and the related guarantees for registered notes and guarantees that have substantially identical terms as such Notes and related guarantees, within 365 days after the original issuance. In certain circumstances, the Company and the Guarantors may be required to file shelf registration statements to cover resales of such Notes. These registration statements were declared effective in January 2018. Pledges and guarantees Our senior unsecured notes are guaranteed by certain subsidiaries. See Note 24 for additional information. Our $1.0 billion corporate revolving credit facility is guaranteed by all of SemGroup’s material 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, HFOTCO tax exempt notes payable and HFOTCO $75 million revolving credit facility are secured by substantially all of the assets of HFOTCO and its immediate parent, Buffalo Gulf Coast Terminals LLC. The HFOTCO tax exempt notes payable have a priority position over the HFOTCO term loan B and HFOTCO revolving credit facility. Covenants and restrictions The SemGroup credit agreement includes customary affirmative and negative covenants, including limitations on the creation of new indebtedness, liens, sale and lease-back transactions, new investments, making fundamental changes including mergers and consolidations, making of dividends and other distributions, making material changes in our business, modifying certain documents and maintenance of a consolidated leverage ratio and an interest coverage ratio. In addition, the credit agreement prohibits any commodity transactions that are not permitted by our Risk Governance Policies. The terms of the SemGroup credit facility restrict, to some extent, the payment of cash dividends on our common stock. The credit agreement is guaranteed by all of our material domestic subsidiaries, with the exception of HFOTCO, and secured by a lien on substantially all of our property and assets, subject to customary exceptions. The agreement governing HFOTCO senior secured term loans or senior secured revolver borrowings (the “HFOTCO Credit Agreement”) includes customary representations and warranties and affirmative and negative covenants, which were made only for the purposes of the 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 Buffalo Gulf Coast Terminals LLC ("BGCT"), HFOTCO and any subsidiaries of HFOTCO party to the 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. In addition, the HFOTCO Credit Agreement contains a financial performance covenant as follows (the “HFOTCO Financial Covenant”): if the aggregate revolving exposure exceeds 25% of the HFOTCO Revolving Commitments, the total adjusted net leverage ratio of BGCT and its restricted subsidiaries under the HFOTCO Credit Agreement may not exceed 7.50 to 1.00 as of the last day of any fiscal quarter. The financial performance covenant is solely for the benefit of the lenders holding HFOTCO Revolving Commitments or HFOTCO Revolving Loans. The indentures covering HFOTCO's tax exempt notes payable due 2050 ("IKE Bonds") are subject to the Continuing Covenant Agreement. The Continuing Covenant Agreement includes customary representations and warranties and affirmative and negative covenants, which were made only for the purposes of the Continuing Covenant Agreement and as of the specific date (or dates) set forth therein, 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 Continuing Covenant Agreement. Such covenants include limitations on 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 certain credit or organizational agreements, modifying the fiscal year, creating or dealing with hazardous materials in certain ways, entering into certain hedging arrangements, entering into certain restrictive agreements, funding or engaging in sanctioned activities, taking actions or causing the trustee to take actions that materially adversely affect the rights, interests, remedies or security of the bondholders, taking actions to remove the trustee, making certain amendments to the bond documents, and taking actions or omitting to take actions that adversely impact the tax-exempt status of the IKE Bonds. In addition, the Continuing Covenant Agreement contains financial performance covenants as follows: • the super senior leverage ratio of BGCT and its restricted subsidiaries under the Continuing Covenant Agreement may not exceed 3.50 to 1.00 as of the last day of any fiscal quarter; and • the interest coverage ratio of BGCT and its restricted subsidiaries under the Continuing Covenant Agreement may not be less than 2.00 to 1.00 as of the last day of any fiscal quarter. In addition, the terms of certain HFOTCO related indebtedness restrict its ability to pay dividends and make other contributions to SemGroup. The restricted net assets of HFOTCO were $1.1 billion as of December 31, 2017. See "senior unsecured notes" section above for discussion of covenants and restrictions related to the Notes. Letters of credit We had the following outstanding letters of credit at December 31, 2017 (dollars in thousands): SemGroup $1.0 billion revolving credit facility 2.50% $ 39,385 Secured bi-lateral (1) 1.75% $ 56,525 SemMexico (2) 0.28% $ 14,870 (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. (2) $292.8 million Mexican pesos at the December 31, 2017 exchange rate. Scheduled principal payments The following table summarizes the scheduled principal payments as of December 31, 2017 (in thousands): Total For the year ended: December 31, 2018 $ 605,525 December 31, 2019 65,500 December 31, 2020 5,500 December 31, 2021 646,625 December 31, 2022 400,000 Thereafter 1,200,000 Total $ 2,923,150 In the table above, 2018 includes the Second Payment at the amount that would be required to be paid on December 31, 2018. The payment is expected to be made in 2018, but isn't reflected as current on the balance sheet as payment is not contractually required until after December 31, 2018. The amount paid will vary depending upon the timing of the payment. Fair value We estimate the fair value of the 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 acquisition. We estimate the fair value of our consolidated long-term debt, including current maturities, to be approximately $2.9 billion at December 31, 2017 , which is categorized as a Level 3 measurement due to certain unobservable inputs used to estimate the fair value of the Second Payment. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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. We have recorded a liability associated with these obligations, which is reported within other noncurrent liabilities on the consolidated balance sheets. The following table summarizes the changes in this liability from December 31, 2014 through December 31, 2017 (in thousands): Balance, December 31, 2014 $ 41,954 Accretion 4,748 Payments made (511 ) Revaluation (26,000 ) Currency translation adjustments (4,245 ) Balance, December 31, 2015 15,946 Accretion 2,292 Payments made (159 ) Currency translation adjustments 469 Balance, December 31, 2016 18,548 Accretion 2,812 Payments made (160 ) Currency translation adjustments 1,404 Balance, December 31, 2017 $ 22,604 The December 31, 2017 liability was calculated using the $132.5 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. An additional $19.7 million of estimated costs are attributable to third-party owners’ proportionate share of the obligations. If an owner fails to perform on its obligations, the other owners (including SemGroup) could be obligated to bear that party’s share of the remediation costs. 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. During the year ended December 31, 2015, we completed a re-evaluation of our asset retirement obligations and recorded reductions to the liability and offsetting asset of $26.0 million . The reduction was largely due to a change in the estimated timing of the retirement of these facilities. 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. Operating leases We have entered into operating lease agreements for office space, office equipment, land and vehicles. Future minimum payments required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year at December 31, 2017 , are as follows (in thousands): For year ending: December 31, 2018 $ 6,750 December 31, 2019 7,174 December 31, 2020 6,409 December 31, 2021 5,896 December 31, 2022 4,376 Thereafter 60,790 Total future minimum lease payments $ 91,395 We recorded lease and rental expenses of $15.4 million , $15.0 million and $15.5 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Purchase and sale commitments We routinely enter into agreements to purchase and sell petroleum products at specified future dates. We account for these commitments as normal purchases and sales, therefore, we do not record assets or liabilities related to these agreements until the product is purchased or sold. At December 31, 2017 , such commitments included the following (in thousands): Volume (barrels) Value Fixed price purchases 1,461 $ 83,545 Fixed price sales 3,148 $ 178,629 Floating price purchases 10,915 $ 641,934 Floating price sales 12,152 $ 574,335 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. At December 31, 2017 , the approximate amount of future obligations is as follows (in thousands): For year ending: December 31, 2018 $ 10,552 December 31, 2019 9,567 December 31, 2020 8,864 December 31, 2021 7,175 December 31, 2022 6,753 Thereafter 2,791 Total expected future payments $ 45,702 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. At December 31, 2017 , the approximate amount of future obligations is as follows (in thousands): For year ending: December 31, 2018 $ 21,631 December 31, 2019 21,877 December 31, 2020 20,585 December 31, 2021 12,976 December 31, 2022 13,231 Thereafter 20,312 Total expected future payments $ 110,612 Capital expenditures We have commitments to spend approximately $206 million and $53 million in 2018 and 2019, respectively, related to property, plant and equipment. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY Common stock The par value of common stock reflected on the consolidated balance sheet at December 31, 2017 is summarized below: Class A Shares accounted for at December 31, 2014 43,614,054 Issuance of shares under employee and director compensation programs (1) 184,803 Shares issued under employee stock purchase plan 24,882 Shares accounted for at December 31, 2015 43,823,739 Issuance of common shares in public offering 8,625,000 Shares issued for Merger 13,140,020 Issuance of shares under employee and director compensation programs (1) 170,772 Shares issued under employee stock purchase plan 46,836 Shares accounted for at December 31, 2016 65,806,367 Shares issued for HFOTCO acquisition 12,383,900 Issuance of shares under employee and director compensation programs (1) 149,961 Shares issued under employee stock purchase plan 39,545 Shares accounted for at December 31, 2017 (2) 78,379,773 (1) Of these vested shares, recipients sold back to the Company 42,347 , 46,941 and 62,291 shares during the years ended December 31, 2017 , 2016 and 2015 , respectively, to satisfy tax withholding obligations. These repurchased shares are being recognized at cost as treasury stock on the consolidated balance sheet. (2) In addition to the shares in the table above, there are shares of unvested restricted stock outstanding which are considered legally issued and outstanding and have been included in the number of shares presented on the consolidated balance sheets. The par value of unvested restricted stock has not yet been reflected in common stock on the consolidated balance sheet, as these shares have not yet vested and could be forfeited. There are also shares of restricted stock that were returned to treasury upon forfeiture. The par value of these shares is not reflected in the consolidated balance sheet, as no accounting recognition is given to forfeited shares. The common stock includes Class A and Class B stock. Class A stock is eligible to be listed on an exchange, whereas Class B stock is not. Any share of Class B stock may be converted to Class A at the election of the holder. Both classes of stock have full voting rights. Both classes of stock have a par value of $0.01 per share. No Class B stock is currently issued. The total number of shares authorized for issuance is 90,000,000 shares of Class A stock and 10,000,000 shares of Class B stock. On May 17, 2017, our stockholders voted to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to authorize 4,000,000 shares of preferred stock. See below for issuance of preferred stock subsequent to December 31, 2017. Equity issuances On June 22, 2016, we issued and sold 8,625,000 shares of our Class A common stock, valued at $27.00 per share, to the public for proceeds of $228.5 million , net of underwriting fees and other offering costs of $4.3 million . Proceeds were used to repay borrowings on our revolving credit facility and for capital expenditures and general corporate purposes. On September 30, 2016, we completed the Merger with Rose Rock. We issued 13.1 million common shares in exchange for the outstanding common limited partner units of Rose Rock which we did not already own. Issuance costs of $5.3 million were recorded as a reduction to additional paid in capital. In addition, we recorded a reduction to our deferred tax liabilities and offsetting increase to additional paid-in capital of $143.3 million associated with the transaction. This non-cash adjustment represents the deferred tax impact of the difference between the book value of the noncontrolling interests acquired and the tax basis which is stepped-up to the fair market value of the consideration which includes the common shares issued and the assumption of liabilities associated with the noncontrolling interests. See Note 5 for further information on the Merger. On July 17, 2017, we completed the acquisition of HFOTCO. We issued 12.4 million common shares with an acquisition date fair value of $330 million , based on $26.68 per common share market price at issuance. See Note 5 for further information on the acquisition. On January 19, 2018, we issued and sold 350,000 shares of 7% Series A Convertible Preferred Stock (the "Preferred Shares"), par value of $.01 per share, in a private placement for proceeds of $342.5 million , net of fees and other offering costs of $7.5 million . The Preferred Shares are convertible into our Class A common stock based on a conversion price of $33.00 per share after 18 months , at the purchasers’ option, and after three years at our option, subject to certain conditions. The Preferred Shares will pay quarterly dividends which, at SemGroup’s option, may be paid by having the amount that would have been payable if such dividend had been paid in cash added to the liquidation preference in respect of any fiscal quarter ending on or prior to June 30, 2020. Holders of the Preferred Shares ("Holders") are entitled to the same voting rights as those of the holders of our Class A common stock. Each Holder shall be 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 our Class A common stock. Dividends The following table sets forth the quarterly dividends per share declared and paid to shareholders for the periods indicated: Quarter Ending Dividend Per Share Date of Record Date Paid March 31, 2015 $ 0.34 March 9, 2015 March 20, 2015 June 30, 2015 $ 0.38 May 18, 2015 May 29, 2015 September 30, 2015 $ 0.42 August 17, 2015 August 25, 2015 December 31, 2015 $ 0.45 November 16, 2015 November 24, 2015 March 31, 2016 $ 0.45 March 7, 2016 March 17, 2016 June 30, 2016 $ 0.45 May 16, 2016 May 26, 2016 September 30, 2016 $ 0.45 August 15, 2016 August 25, 2016 December 31, 2016 $ 0.45 November 18, 2016 November 28, 2016 March 31, 2017 $ 0.45 March 7, 2017 March 17, 2017 June 30, 2017 $ 0.45 May 15, 2017 May 26, 2017 September 30, 2017 $ 0.45 August 18, 2017 August 28, 2017 December 31, 2107 $ 0.45 November 20, 2017 December 1, 2017 March 31, 2018 $ 0.4725 March 9, 2018 March 19, 2018 Rose Rock Midstream, L.P. The following table shows the distributions paid by Rose Rock Midstream, L.P., prior to the Merger, related to the earnings for each of the following periods (in thousands, except for per unit amounts): Distribution Per Unit Distributions Paid Quarter Ended SemGroup Noncontrolling Interest Common Units Total Distributions General Partner Incentive Distributions Common Units Subordinated Units December 31, 2014 $ 0.6200 $ 485 $ 3,487 $ 6,551 $ 5,202 $ 8,544 $ 24,269 March 31, 2015 $ 0.6350 $ 568 $ 4,450 $ 13,148 $ — $ 10,213 $ 28,379 June 30, 2015 $ 0.6500 $ 590 $ 4,979 $ 13,458 $ — $ 10,456 $ 29,483 September 30, 2015 $ 0.6600 $ 604 $ 5,333 $ 13,665 $ — $ 10,619 $ 30,221 December 31, 2015 $ 0.6600 $ 604 $ 5,333 $ 13,665 $ — $ 10,622 $ 30,224 March 31, 2016 $ 0.6600 $ 605 $ 5,338 $ 13,665 $ — $ 10,643 $ 30,251 June 30, 2016 $ 0.6600 $ 605 $ 5,339 $ 13,665 $ — $ 10,648 $ 30,257 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE Earnings per share is calculated based on income from continuing and discontinued operations less any income attributable to noncontrolling interests. Income attributable to noncontrolling interests represented third-party limited partner unitholders' interests in the earnings of our consolidated subsidiary, Rose Rock, prior to completion of the Merger. Rose Rock allocated net income to its limited partners based on the distributions pertaining to the current period's available cash as defined by Rose Rock's partnership agreement. After adjusting for the appropriate period's distributions, the remaining undistributed earnings or excess distributions over earnings, if any, were allocated to Rose Rock's general partner, limited partners and participating securities in accordance with the contractual terms of Rose Rock's partnership agreement and as further prescribed under the two-class method. Incentive distribution rights did not participate in undistributed earnings. Subsequent to the Merger, there is no longer a noncontrolling interest. Basic earnings (loss) per share is calculated based on the weighted average shares outstanding during the period. Diluted earnings (loss) per share includes the dilutive effect of unvested equity compensation awards. The following summarizes the calculation of basic earnings per share for the years ended December 31, 2017 , 2016 and 2015 (in thousands, except per share amounts): Year Ended December 31, 2017 Continuing Discontinued Net Loss $ (17,150 ) $ — $ (17,150 ) less: Income attributable to noncontrolling interest — — — Loss attributable to SemGroup $ (17,150 ) $ — $ (17,150 ) Weighted average common stock outstanding 71,418 71,418 71,418 Basic loss per share $ (0.24 ) $ 0.00 $ (0.24 ) Year Ended December 31, 2016 Continuing Discontinued Net Income $ 13,263 $ (1 ) $ 13,262 less: Income attributable to noncontrolling interest 11,167 — 11,167 Income attributable to SemGroup $ 2,096 $ (1 ) $ 2,095 Weighted average common stock outstanding 51,889 51,889 51,889 Basic earnings per share $ 0.04 $ 0.00 $ 0.04 Year Ended December 31, 2015 Continuing Operations Discontinued Operations Net Income $ 42,816 $ (4 ) $ 42,812 less: Income attributable to noncontrolling interest 12,492 — 12,492 Income attributable to SemGroup $ 30,324 $ (4 ) $ 30,320 Weighted average common stock outstanding 43,787 43,787 43,787 Basic earnings per share $ 0.69 $ 0.00 $ 0.69 The following summarizes the calculation of diluted earnings per share for the years ended December 31, 2017 , 2016 and 2015 (in thousands, except per share amounts): Year Ended December 31, 2017 Continuing Operations Discontinued Operations Net Loss $ (17,150 ) $ — $ (17,150 ) less: Income attributable to noncontrolling interest — — — Loss attributable to SemGroup $ (17,150 ) $ — $ (17,150 ) Weighted average common stock outstanding 71,418 71,418 71,418 Effect of dilutive securities — — — Diluted weighted average common stock outstanding 71,418 71,418 71,418 Diluted loss per share $ (0.24 ) $ 0.00 $ (0.24 ) Year Ended December 31, 2016 Continuing Operations Discontinued Operations Net Income $ 13,263 $ (1 ) $ 13,262 less: Income attributable to noncontrolling interest 11,167 — 11,167 Income attributable to SemGroup $ 2,096 $ (1 ) $ 2,095 Weighted average common stock outstanding 51,889 51,889 51,889 Effect of dilutive securities 392 392 392 Diluted weighted average common stock outstanding 52,281 52,281 52,281 Diluted earnings per share $ 0.04 $ 0.00 $ 0.04 Year Ended December 31, 2015 Continuing Operations Discontinued Operations Net Income $ 42,816 $ (4 ) $ 42,812 less: Income attributable to noncontrolling interest 12,492 — 12,492 Income attributable to SemGroup $ 30,324 $ (4 ) $ 30,320 Weighted average common stock outstanding 43,787 43,787 43,787 Effect of dilutive securities 183 183 183 Diluted weighted average common stock outstanding 43,970 43,970 43,970 Diluted earnings per share $ 0.69 $ 0.00 $ 0.69 For the year ended December 31, 2017, we experienced net losses attributable to SemGroup. The unvested equity compensation awards would have been antidilutive and, therefore, were not included in the computation of diluted earnings per share. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | EQUITY-BASED COMPENSATION SemGroup Corporation equity awards We have reserved a total of 3,710,220 shares of common stock for issuance pursuant to employee and director compensation programs. Awards under these programs give the recipients the right to receive shares of common stock, once specified service, performance or market related vesting conditions are met. The awards typically have a one year vesting period for non-management directors and three years for employees. The awards may be subject to accelerated vesting in the event of involuntary terminations. We record expense for these awards (and corresponding increases to additional paid-in capital) based on the grant date fair value of the awards over the vesting period. We use authorized but unissued shares to satisfy our equity-based payment obligations. Although these awards are to be settled in shares, we may elect to give participants the option of surrendering a portion of the awards, to meet statutory minimum tax withholding requirements. The activity related to these awards during the period from December 31, 2014 to December 31, 2017 is summarized below: Unvested Shares Average Grant Date Fair Value Aggregate Fair Value of Shares (in thousands) Outstanding at December 31, 2014 449,919 $ 70.69 Awards granted - 2015 151,789 $ 77.93 Awards vested - 2015 (181,906 ) $ 35.18 $ 6,399 Awards forfeited - 2015 (8,494 ) $ 42.05 Outstanding at December 31, 2015 411,308 $ 75.25 Awards granted - 2016 702,309 $ 19.18 Awards vested - 2016 (168,096 ) $ 20.38 $ 3,426 Awards forfeited - 2016 (34,255 ) $ 42.42 Outstanding at December 31, 2016 911,266 $ 31.09 Awards granted - 2017 377,766 $ 35.22 Awards vested - 2017 (149,961 ) $ 33.60 $ 5,039 Awards forfeited - 2017 (54,981 ) $ 81.80 Outstanding at December 31, 2017 1,084,090 $ 29.07 Of the awards vested during the years ended December 31, 2017 , 2016 and 2015 , 42,347 , 46,941 and 62,291 shares were withheld to satisfy minimum tax requirements, respectively. Included in the awards granted for the year ended December 31, 2016 , is 128,585 restricted stock awards granted in exchange for Rose Rock equity based awards which were canceled as part of the Merger transaction described in Note 5. Incremental compensation expense was not significant. Accrued unvested unit distribution rights associated with unvested Rose Rock restricted unit awards carried over to the restricted stock awards issued in the exchange. For certain of the awards granted in 2017, 2016, and 2015, the number of shares that will vest is contingent upon our achievement of certain specified targets. Awards with performance conditions are valued based on the grant date closing price on the New York Stock Exchange based on the number of awards expected to vest. Awards with market conditions are valued using Monte Carlo simulations. The following table sets forth the assumptions used in the valuations of these awards granted in 2017, 2016 and 2015: 2017 2016 2015 Volatility 54.2% 51.9% 26.8% Risk-free interest rate 1.57% 0.98% 1.06% Volatility assumptions were based on historical volatility using a simple average calculation of volatility over a period equal to the vesting period of the awards. We do not expect future volatility over the term of the awards to be significantly different from historical volatility. If we meet the specified maximum targets, approximately 505 thousand additional shares could vest. The holders of certain restricted stock awards are entitled to equivalent dividends (“UDs”) to be received upon vesting of the restricted stock awards. The UDs are subject to the same forfeiture and acceleration conditions as the associated restricted stock awards. For awards granted prior to 2013, the dividends were settled in common shares based on the market price of our Class A shares as of the close of business on the vesting date. For the year ended December 31, 2015 , 1,793 shares were issued upon the vesting of these restricted stock awards, respectively. As of December 31, 2015, all awards granted prior to 2013 had vested. UDs related to restricted stock awards granted after 2013 will be settled in cash upon vesting. At December 31, 2017 , the value of UDs to be settled in cash related to unvested restricted stock awards was approximately $1.9 million . Compensation costs expensed for the years ended December 31, 2017 , 2016 and 2015 were $10.1 million , $8.8 million and $9.1 million , respectively. As of December 31, 2017 , there was $10.2 million of total unrecognized compensation cost related to our non-vested awards, which is expected to be recognized over a weighted-average period of 16 months. Director retainer For the year ended December 31, 2016 , we issued 2,676 shares of common stock to a director, in lieu of an annual cash retainer. No shares were issued to directors in lieu of an annual cash retainer for the year ended December 31, 2017 . Employee stock purchase plan Our employee stock purchase plan ("ESPP") allows eligible employees to contribute up to 10% of their base earnings toward the semi-annual purchase of our common stock, subject to an annual maximum dollar amount. The purchase price is 85% of the closing price on the last business day of the offering period. We have reserved a total of 1,000,000 shares of common stock for issuance under the ESPP. During the years ended December 31, 2017 , 2016 and 2015 , we issued 39,545 , 46,836 and 24,882 shares, respectively, under our ESPP. Rose Rock equity-based compensation Prior to the Merger, certain of our employees who supported Rose Rock participated in Rose Rock's equity-based compensation program. Awards under this program generally represented awards of restricted common units representing limited partner interests of Rose Rock. Generally, the awards vested three years after the date of grant for employees and one year after the date of grant for non-management directors, contingent upon the continued service of the recipients and may have been subject to accelerated vesting in the event of involuntary terminations. Awards were valued based on the grant date closing price listed on the New York Stock Exchange. Compensation expense was recognized over the vesting period and was discounted for estimated forfeitures. Vesting of these awards diluted our ownership interest. The activity related to these awards is summarized below: Unvested Units Average Grant Date Fair Value Aggregate Fair Value of Units (in thousands) Outstanding at December 31, 2014 102,340 $ 33.79 Awards granted - 2015 36,527 $ 39.03 Awards vested - 2015 (38,366 ) $ 27.54 $ 1,057 Awards forfeited - 2015 (310 ) $ 42.80 Outstanding at December 31, 2015 100,191 $ 38.70 Awards granted - 2016 117,204 $ 9.62 Awards vested - 2016 (57,458 ) $ 11.58 $ 665 Awards forfeited - 2016 (1,846 ) $ 26.55 Awards converted to SemGroup awards (158,091 ) $ 19.57 Outstanding at December 31, 2016 — $ — Of the awards vested during the years ended December 31, 2016 and 2015, 254 and 12,892 , respectively, were withheld to satisfy minimum tax requirements. Compensation cost expensed for the years ended December 31, 2016 and 2015 was $1.2 million and $1.4 million , respectively, and represents an increase in noncontrolling interests in consolidated subsidiaries. The holders of certain of these restricted unit awards were entitled to equivalent distributions (“UUDs”) to be received upon vesting of the restricted unit awards. As part of the Merger transaction, the value of these cash settled UUDs related to unvested restricted units was transferred to SemGroup and is now included in the balance for SemGroup UD's noted above. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS Defined contribution plans We sponsor defined contribution retirement plans in which the majority of employees are eligible to participate. Our contributions to the defined contribution plans were $3.0 million , $2.7 million , and $2.4 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Pension plans We sponsor a defined benefit pension plan and a supplemental defined benefit pension plan for certain employees of the SemCAMS segment hired before June 30, 2001 (the “SemCAMS Plans”). Additionally, as part of the acquisition discussed in Note 5, we now sponsor a defined benefit pension plan for the employees of the HFOTCO segment and a supplemental defined benefit benefit plan covering a former key executive of the HFOTCO segment (the “HFOTCO Plans”). These plans are closed to new participants and do not accrue any additional benefits (collectively, the "Pension Plans"). We recognize the funded status of the Pension Plans, measured as the difference between the fair value of the plan assets and the projected benefit obligation, in the consolidated balance sheets. The table below summarizes the balances of the projected benefit obligation and fair value of the plan assets at December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Projected benefit obligation $ 53,489 $ 25,675 Fair value of plan assets 43,098 22,961 Funded status: $ (10,391 ) $ (2,714 ) We recorded other noncurrent liabilities of $2.3 million and $2.7 million at December 31, 2017 and 2016 , respectively, to reflect the funded status of the SemCAMS Plans. We recorded other noncurrent liabilities of $8.1 million at December 31, 2017 to reflect the funded status of the HFOTCO Plans. All of the SemCAMS Plans' assets are invested in pooled funds that hold highly-liquid securities and are classified as Level 2 within the fair value hierarchy. Substantially all of the HFOTCO Plans' assets are invested in mutual funds for which the fair values are determined by quoted prices in active markets and are classified as Level 1 within the fair value hierarchy. The following information discloses the fair values of our Pension Plans' assets, by asset category, for the periods indicated (in thousands): December 31, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 538 $ — $ — $ 538 $ — $ — $ — $ — Mutual funds 16,671 — — 16,671 — — — — Pooled mutual funds — 25,889 — 25,889 — 22,961 — 22,961 Total $ 17,209 $ 25,889 $ — $ 43,098 $ — $ 22,961 $ — $ 22,961 We record changes in the funded status of the Pension Plans to other comprehensive income (loss), net of income taxes. These amounts were a loss of $0.3 million , a loss of $1.1 million and a gain of $0.7 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Retiree medical plan We sponsor an unfunded, post-employment health benefit plan (the “Health Plan”) for certain employees of the SemCAMS segment. The projected benefit obligation related to the Health Plan was $1.7 million at December 31, 2017 and $1.5 million at December 31, 2016 , and is reported within "other noncurrent liabilities" on the consolidated balance sheets. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents changes in the components of accumulated other comprehensive loss (in thousands): Currency Translation Employee Benefit Plans Total Balance, December 31, 2014 $ (25,059 ) $ (2,082 ) $ (27,141 ) Currency translation adjustment, net of income tax benefit of $19,593 (32,142 ) — (32,142 ) Changes related to benefit plans, net of income tax expense of $240 — 721 721 Balance, December 31, 2015 (57,201 ) (1,361 ) (58,562 ) Currency translation adjustment, net of income tax benefit of $8,672 (14,224 ) — (14,224 ) Changes related to benefit plans, net of income tax benefit of $417 — (1,128 ) (1,128 ) Balance, December 31, 2016 (71,425 ) (2,489 ) (73,914 ) Currency translation adjustment, net of income tax expense of $12,404 20,411 — 20,411 Changes related to benefit plans, net of income tax expense of $99 — (298 ) (298 ) Balance, December 31, 2017 $ (51,014 ) $ (2,787 ) $ (53,801 ) There were no significant items reclassified out of accumulated other comprehensive loss to net income for the years ended December 31, 2017, 2016 and 2015. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION Operating assets and liabilities The following table summarizes the changes in the components of operating assets and liabilities, net of the effects of acquisitions (in thousands): Year Ended December 31, 2017 2016 2015 Decrease (increase) in restricted cash $ (1 ) $ (1 ) $ 6,764 Decrease (increase) in accounts receivable (237,394 ) (90,810 ) 9,051 Decrease (increase) in receivable from affiliates 23,764 (19,541 ) 10,905 Decrease (increase) in inventories (17,862 ) (30,686 ) (31,043 ) Decrease (increase) in other current assets 2,947 634 (508 ) Decrease (increase) in other assets (14,307 ) (297 ) 4,015 Increase (decrease) in accounts payable and accrued liabilities 209,982 94,687 2,513 Increase (decrease) in payable to affiliates (19,537 ) 21,475 (8,427 ) Increase (decrease) in payables to pre-petition creditors — — (3,837 ) Increase (decrease) in other noncurrent liabilities 19,385 2,573 (2,625 ) $ (33,023 ) $ (21,966 ) $ (13,192 ) Non-cash transactions In connection with our acquisition of the noncontrolling interest in Rose Rock in 2016 (Note 5), we recorded a reduction to our deferred tax liabilities and offsetting increase to additional paid-in capital of $143.3 million associated with the transaction. This non-cash adjustment represents the deferred tax impact of the difference between the book value of the noncontrolling interest acquired and the tax basis which is stepped-up to the fair market value of the consideration which included the common shares issued and the assumption of liabilities associated with the noncontrolling interest. On February 13, 2015, we contributed Wattenburg Oil Trunkline and Glass Mountain Holding, LLC, which held our 50% interest in Glass Mountain, to Rose Rock. As the acquisition was between parties under common control, Rose Rock recorded its interest in acquired assets and liabilities at SemGroup's historical value and SemGroup did not recognize a gain on the transaction. We recorded a reduction of $51.5 million to noncontrolling interests in consolidated subsidiaries and an offsetting increase to additional paid-in capital of $30.7 million , net of a tax impact of $20.8 million . These non-cash entries represent the portion of proceeds in excess of historical cost which were attributed to Rose Rock's third-party unitholders related to Rose Rock's common control acquisition from SemGroup. See Note 15 for discussion of non-cash change to our asset retirement obligation liability for the year ended December 31, 2015 . Other supplemental disclosures We paid cash for interest totaling $82.0 million , $71.3 million and $64.9 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. We paid cash for income taxes (net of refunds received) in the amount of $7.2 million , $0.7 million and $7.3 million during the years ended December 31, 2017 , 2016 and 2015 , respectively. We accrued $76.1 million , $1.4 million and $11.8 million at December 31, 2017 , 2016 and 2015 , respectively, for purchases of property, plant and equipment. We financed prepayments of insurance premiums of $6.2 million , $4.7 million and $4.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data (Unaudited) | QUARTERLY FINANCIAL DATA (UNAUDITED) Summarized information on our consolidated results of operations for the quarters during the year ended December 31, 2017 is shown below (in thousands, except per share amounts): First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenues $ 456,100 $ 473,089 $ 545,922 $ 606,806 $ 2,081,917 Loss (gain) on disposal or impairment, net 2,410 (234 ) 41,625 (30,468 ) 13,333 Other operating costs and expenses 447,324 465,807 546,263 579,055 2,038,449 Total expenses 449,734 465,573 587,888 548,587 2,051,782 Earnings from equity method investments 17,091 17,753 17,367 15,120 67,331 Operating income (loss) 23,457 25,269 (24,599 ) 73,339 97,466 Other expenses, net 33,639 12,033 31,753 39,579 117,004 Income (loss) from continuing operations before income taxes (10,182 ) 13,236 (56,352 ) 33,760 (19,538 ) Income tax expense (benefit) 95 3,625 (37,249 ) 31,141 (2,388 ) Net income (loss) $ (10,277 ) $ 9,611 $ (19,103 ) $ 2,619 $ (17,150 ) Earnings (loss) per share—basic $ (0.16 ) $ 0.15 $ (0.25 ) $ 0.03 $ (0.24 ) Earnings (loss) per share—diluted $ (0.16 ) $ 0.15 $ (0.25 ) $ 0.03 $ (0.24 ) The first quarter in the table above includes a $4.5 million out of period loss on disposal of rights-of-way related to immaterial prior period errors. The third and fourth quarters in the table above include the impact of our third quarter acquisition of HFOTCO (Note 5). The third quarter includes the impairment of goodwill and intangible assets related to our crude oil trucking operations of $26.6 million and $12.1 million , respectively. The fourth quarter includes the write-down of our Mexican asphalt and U.K. businesses to net realizable value (Note 4). We recorded impairments of $13.5 million and $76.7 million for the Mexican asphalt and U.K. businesses, respectively. The fourth quarter also includes a $150.3 million gain on the sale of Glass Mountain (Note 6). Summarized information on our consolidated results of operations for the quarters during the year ended December 31, 2016 is shown below (in thousands, except per share amounts): First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenues $ 314,851 $ 287,377 $ 327,764 $ 402,172 $ 1,332,164 Loss on disposal or impairment, net 13,307 1,685 1,018 38 16,048 Other operating costs and expenses 292,250 277,379 316,644 381,969 1,268,242 Total expenses 305,557 279,064 317,662 382,007 1,284,290 Earnings from equity method investments 23,071 17,078 15,845 17,763 73,757 Loss on issuance of common units by equity method investee (41 ) — — — (41 ) Operating income 32,324 25,391 25,947 37,928 121,590 Other expenses, net 58,622 9,944 18,684 9,809 97,059 Income (loss) from continuing operations before income taxes (26,298 ) 15,447 7,263 28,119 24,531 Income tax expense (benefit) (21,407 ) 4,658 11,898 16,119 11,268 Income (loss) from continuing operations (4,891 ) 10,789 (4,635 ) 12,000 13,263 Income (loss) from discontinued operations, net of income taxes (2 ) (2 ) 3 — (1 ) Net income (loss) (4,893 ) 10,787 (4,632 ) 12,000 13,262 Less: net income attributable to noncontrolling interests 9,020 1,922 225 — 11,167 Net income (loss) attributable to SemGroup $ (13,913 ) $ 8,865 $ (4,857 ) $ 12,000 $ 2,095 Earnings (loss) per share—basic $ (0.32 ) $ 0.20 $ (0.09 ) $ 0.18 $ 0.04 Earnings (loss) per share—diluted $ (0.32 ) $ 0.19 $ (0.09 ) $ 0.18 $ 0.04 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS As described in Note 6, we own equity method investments in the general partner of NGL Energy, a 51% ownership interest in White Cliffs and, until December 22, 2017, a 50% interest in Glass Mountain. Transactions with NGL Energy and its subsidiaries primarily relate to marketing, leased storage and transportation services of crude oil, 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. Transactions with Glass Mountain primarily relate to transportation fees for shipments on the Glass Mountain Pipeline, fees for support and administrative services associated with pipeline operations and purchases of crude oil. 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 consolidated statements of operations and comprehensive income (loss) because the purchases of inventory and subsequent sales of the inventory were with the same counterparty. During the years ended December 31, 2017 , 2016 and 2015 , we generated the following transactions with related parties (in thousands): Year Ended December 31, 2017 2016 2015 NGL Energy Revenues $ 45,918 $ 61,639 $ 157,732 Purchases $ 29,695 $ 57,739 $ 138,095 White Cliffs Crude oil revenues $ 436 $ 4,973 $ — Storage revenues $ 4,350 $ 4,350 $ 4,300 Transportation fees $ 11,298 $ 10,797 $ 5,253 Management fees $ 519 $ 494 $ 471 Crude oil purchases $ 11,870 $ 4,758 $ — Glass Mountain Transportation fees $ 8,140 $ 7,479 $ 2,997 Management fees $ 748 $ 793 $ 770 Crude oil purchases $ 1,319 $ 385 $ 2,087 |
Condensed Consolidating Guarant
Condensed Consolidating Guarantor Financial Statements | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Consolidating Guarantor Financial Statements [Abstract] | |
Condensed Financial Information of Parent Company Only Disclosure [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., Wattenberg Holding, LLC and Glass Mountain Holding, LLC (collectively, the "Guarantors"). Each of the Guarantors is 100% owned by SemGroup Corporation (the "Parent"). Such guarantees of the 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. Condensed consolidating financial statements for the Parent, the Guarantors and non-guarantors as of December 31, 2017 and 2016 and for the years ended December 31, 2017 , 2016 and 2015 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 note 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. The Parent's investing activities with subsidiaries have been reflected as cash flows from investing activities. These balances are eliminated through consolidating adjustments below. Condensed Consolidating Guarantor Balance Sheets 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 Current assets held for sale — — 38,063 — 38,063 Inventories — 101,665 — — 101,665 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 8,086 1,002,982 2,304,063 — 3,315,131 Equity method investments 3,085,274 964,930 — (3,764,923 ) 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 $ 2,769,338 $ 3,202,898 $ (3,773,553 ) $ 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 26,275 66,387 (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 41,325 572,419 152,819 (2 ) 766,561 Long-term debt 1,474,491 6,690 1,395,104 (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 2,190,229 1,560,132 (3,750,361 ) 1,658,365 Total liabilities and owners’ equity $ 3,178,134 $ 2,769,338 $ 3,202,898 $ (3,773,553 ) $ 5,376,817 December 31, 2016 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 19,002 $ — $ 59,796 $ (4,582 ) $ 74,216 Accounts receivable — 361,160 57,179 — 418,339 Receivable from affiliates 27 25,244 184 — 25,455 Inventories — 89,638 9,596 — 99,234 Other current assets 8,986 5,760 3,887 (3 ) 18,630 Total current assets 28,015 481,802 130,642 (4,585 ) 635,874 Property, plant and equipment 5,621 970,079 786,372 — 1,762,072 Equity method investments 2,454,118 940,696 — (2,960,525 ) 434,289 Goodwill — 26,628 7,602 — 34,230 Other intangible assets 15 149,669 1,294 — 150,978 Other noncurrent assets, net 54,155 2,080 1,294 — 57,529 Total assets $ 2,541,924 $ 2,570,954 $ 927,204 $ (2,965,110 ) $ 3,074,972 LIABILITIES AND OWNERS’ EQUITY Current liabilities: Accounts payable $ 674 $ 348,297 $ 18,336 $ — $ 367,307 Payable to affiliates — 26,508 — — 26,508 Accrued liabilities 25,078 23,423 32,603 — 81,104 Other current liabilities 889 5,108 7,439 — 13,436 Total current liabilities 26,641 403,336 58,378 — 488,355 Long-term debt 1,050,893 6,142 16,500 (22,617 ) 1,050,918 Deferred income taxes 16,119 — 48,382 — 64,501 Other noncurrent liabilities 2,306 — 22,927 — 25,233 Commitments and contingencies Total owners’ equity 1,445,965 2,161,476 781,017 (2,942,493 ) 1,445,965 Total liabilities and owners’ equity $ 2,541,924 $ 2,570,954 $ 927,204 $ (2,965,110 ) $ 3,074,972 Condensed Consolidating Guarantor Statements of Operations Year Ended December 31, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 1,468,754 $ 153,164 $ — $ 1,621,918 Service — 149,197 242,069 — 391,266 Lease — — 5,843 — 5,843 Other — — 62,890 — 62,890 Total revenues — 1,617,951 463,966 — 2,081,917 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 1,383,868 131,023 — 1,514,891 Operating — 113,503 141,261 — 254,764 General and administrative 42,422 26,143 41,808 — 110,373 Depreciation and amortization 2,294 70,053 86,074 — 158,421 Loss (gain) on disposal or impairment, net — (79,585 ) 92,918 — 13,333 Total expenses 44,716 1,513,982 493,084 — 2,051,782 Earnings from equity method investments 68,964 (11,564 ) — 9,931 67,331 Operating income (loss) 24,248 92,405 (29,118 ) 9,931 97,466 Other expenses (income): Interest expense 40,053 38,791 25,019 (854 ) 103,009 Loss on early extinguishment of debt 19,930 — — — 19,930 Foreign currency transaction gain (2,764 ) — (1,945 ) — (4,709 ) Other income, net (913 ) (33 ) (1,134 ) 854 (1,226 ) Total other expenses, net 56,306 38,758 21,940 — 117,004 Income (loss) from continuing operations before income taxes (32,058 ) 53,647 (51,058 ) 9,931 (19,538 ) Income tax expense (benefit) (14,908 ) — 12,520 — (2,388 ) Income (loss) from continuing operations (17,150 ) 53,647 (63,578 ) 9,931 (17,150 ) Net income (loss) $ (17,150 ) $ 53,647 $ (63,578 ) $ 9,931 $ (17,150 ) Net income (loss) $ (17,150 ) $ 53,647 $ (63,578 ) $ 9,931 $ (17,150 ) Other comprehensive income (loss), net of income taxes (11,987 ) (573 ) 32,673 — 20,113 Comprehensive income (loss) $ (29,137 ) $ 53,074 $ (30,905 ) $ 9,931 $ 2,963 Year Ended December 31, 2016 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 872,961 $ 136,448 $ — $ 1,009,409 Service — 162,460 102,570 — 265,030 Other — — 57,725 — 57,725 Total revenues — 1,035,421 296,743 — 1,332,164 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 761,971 111,460 — 873,431 Operating — 115,431 96,668 — 212,099 General and administrative 22,349 31,196 30,363 — 83,908 Depreciation and amortization 1,647 68,669 28,488 — 98,804 Loss (gain) on disposal or impairment, net — 16,115 (67 ) — 16,048 Total expenses 23,996 993,382 266,912 — 1,284,290 Earnings from equity method investments 56,815 81,366 — (64,424 ) 73,757 Loss on issuance of common units by equity method investee (41 ) — — — (41 ) Operating income 32,778 123,405 29,831 (64,424 ) 121,590 Other expenses (income): Interest expense (income) (4,002 ) 72,277 (4,819 ) (806 ) 62,650 Foreign currency transaction loss — — 4,759 — 4,759 Loss on sale or impairment of non-operated equity method investment, net 30,644 — — — 30,644 Other expenses (income), net (339 ) 63 (1,524 ) 806 (994 ) Total other expenses (income), net 26,303 72,340 (1,584 ) — 97,059 Income from continuing operations before income taxes 6,475 51,065 31,415 (64,424 ) 24,531 Income tax expense 4,380 — 6,888 — 11,268 Income from continuing operations 2,095 51,065 24,527 (64,424 ) 13,263 Loss from discontinued operations, net of income taxes — — (1 ) — (1 ) Net income 2,095 51,065 24,526 (64,424 ) 13,262 Less: net income attributable to noncontrolling interests — 11,167 — — 11,167 Net income attributable to SemGroup $ 2,095 $ 39,898 $ 24,526 $ (64,424 ) $ 2,095 Net income $ 2,095 $ 51,065 $ 24,526 $ (64,424 ) $ 13,262 Other comprehensive income (loss), net of income taxes 7,360 1,223 (23,935 ) — (15,352 ) Comprehensive income (loss) 9,455 52,288 591 (64,424 ) (2,090 ) Less: comprehensive income attributable to noncontrolling interests — 11,167 — — 11,167 Comprehensive income (loss) attributable to SemGroup $ 9,455 $ 41,121 $ 591 $ (64,424 ) $ (13,257 ) Year Ended December 31, 2015 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 900,303 $ 218,583 $ — $ 1,118,886 Service — 188,429 71,113 — 259,542 Other — — 76,666 — 76,666 Total revenues — 1,088,732 366,362 — 1,455,094 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 808,776 170,773 — 979,549 Operating — 117,541 106,902 — 224,443 General and administrative 29,914 31,021 36,431 — 97,366 Depreciation and amortization 1,522 73,393 25,967 — 100,882 Loss on disposal or impairment, net — 10,399 1,073 — 11,472 Total expenses 31,436 1,041,130 341,146 — 1,413,712 Earnings from equity method investments 65,512 86,518 — (70,644 ) 81,386 Gain on issuance of common units by equity method investee 6,385 — — — 6,385 Operating income 40,461 134,120 25,216 (70,644 ) 129,153 Other expenses (income): Interest expense (income) 2,230 69,664 (262 ) (1,957 ) 69,675 Foreign currency transaction gain (5 ) — (1,062 ) — (1,067 ) Gain on sale of non-operated equity method investment (14,517 ) — — — (14,517 ) Other income, net (2,048 ) (38 ) (1,155 ) 1,957 (1,284 ) Total other expenses (income), net (14,340 ) 69,626 (2,479 ) — 52,807 Income from continuing operations before income taxes 54,801 64,494 27,695 (70,644 ) 76,346 Income tax expense 24,482 — 9,048 — 33,530 Income from continuing operations 30,319 64,494 18,647 (70,644 ) 42,816 Loss from discontinued operations, net of income taxes — (3 ) (1 ) — (4 ) Net income 30,319 64,491 18,646 (70,644 ) 42,812 Less: net income attributable to noncontrolling interests — 12,492 — — 12,492 Net income attributable to SemGroup $ 30,319 $ 51,999 $ 18,646 $ (70,644 ) $ 30,320 Net income $ 30,319 $ 64,491 $ 18,646 $ (70,644 ) $ 42,812 Other comprehensive income (loss), net of income taxes 17,420 430 (49,271 ) — (31,421 ) Comprehensive income (loss) 47,739 64,921 (30,625 ) (70,644 ) 11,391 Less: comprehensive income attributable to noncontrolling interests — 12,492 — — 12,492 Comprehensive income (loss) attributable to SemGroup $ 47,739 $ 52,429 $ (30,625 ) $ (70,644 ) $ (1,101 ) Condensed Consolidating Guarantor Statements of Cash Flows Year Ended December 31, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by (used in) operating activities $ (46,556 ) $ 98,857 $ 88,175 $ — $ 140,476 Cash flows from investing activities: Capital expenditures (4,554 ) (135,999 ) (322,160 ) — (462,713 ) Proceeds from sale of equity method investment and other long-lived assets — 312,492 2,329 — 314,821 Contributions to equity method investments — (26,444 ) — — (26,444 ) Payments to acquire business, net of cash acquired — — (294,239 ) — (294,239 ) Distributions from equity method investees in excess of equity in earnings — 28,774 — — 28,774 Net cash provided by (used in) investing activities (4,554 ) 178,823 (614,070 ) — (439,801 ) Cash flows from financing activities: Debt issuance costs (11,116 ) — — — (11,116 ) Borrowings on credit facilities and issuance of senior unsecured notes 1,470,377 — 55,000 — 1,525,377 Principal payments on credit facilities and other obligations (1,049,652 ) (26 ) (2,750 ) — (1,052,428 ) Debt extinguishment costs (16,293 ) — — — (16,293 ) Repurchase of common stock for payment of statutory taxes due on equity-based compensation (1,473 ) — — — (1,473 ) Dividends paid (129,925 ) — — — (129,925 ) Proceeds from issuance of common stock under employee stock purchase plan 1,114 — — — 1,114 Intercompany borrowings (advances), net (198,467 ) (277,654 ) 480,169 (4,048 ) — Net cash provided by (used in) financing activities 64,565 (277,680 ) 532,419 (4,048 ) 315,256 Effect of exchange rate changes on cash and cash equivalents — — 3,552 — 3,552 Change in cash and cash equivalents 13,455 — 10,076 (4,048 ) 19,483 Cash and cash equivalents at beginning of period 19,002 — 59,796 (4,582 ) 74,216 Cash and cash equivalents at end of period $ 32,457 $ — $ 69,872 $ (8,630 ) $ 93,699 Year Ended December 31, 2016 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by operating activities $ 84,460 $ 79,054 $ 65,282 $ (58,822 ) $ 169,974 Cash flows from investing activities: Capital expenditures (2,928 ) (56,102 ) (253,426 ) — (312,456 ) Proceeds from sale of long-lived assets — 53 98 — 151 Contributions to equity method investments — (4,188 ) — — (4,188 ) Proceeds from sale of common units of equity method investee 60,483 — — — 60,483 Distributions from equity method investments in excess of equity in earnings — 27,726 — — 27,726 Net cash provided by (used in) investing activities 57,555 (32,511 ) (253,328 ) — (228,284 ) Cash flows from financing activities: Debt issuance costs (7,728 ) — — — (7,728 ) Borrowings on credit facilities and issuance of senior unsecured notes 382,500 — — — 382,500 Principal payments on debt and other obligations (396,859 ) (31 ) — — (396,890 ) Proceeds from issuance of common shares, net of offering costs 223,025 — — — 223,025 Distributions to noncontrolling interests — (32,133 ) — — (32,133 ) Repurchase of common stock (965 ) — — — (965 ) Dividends paid (92,910 ) — — — (92,910 ) Proceeds from issuance of common stock under employee stock purchase plan 1,010 — — — 1,010 Intercompany borrowings (advances), net (235,645 ) (23,437 ) 203,278 55,804 — Net cash provided by (used in) financing activities (127,572 ) (55,601 ) 203,278 55,804 75,909 Effect of exchange rate changes on cash and cash equivalents — — (1,479 ) — (1,479 ) Change in cash and cash equivalents 14,443 (9,058 ) 13,753 (3,018 ) 16,120 Cash and cash equivalents at beginning of period 4,559 9,058 46,043 (1,564 ) 58,096 Cash and cash equivalents at end of period $ 19,002 $ — $ 59,796 $ (4,582 ) $ 74,216 Year Ended December 31, 2015 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by operating activities $ 37,259 $ 122,838 $ 58,845 $ (37,180 ) $ 181,762 Cash flows from investing activities: Capital expenditures (1,740 ) (197,074 ) (280,716 ) — (479,530 ) Proceeds from sale of long-lived assets — 257 3,431 — 3,688 Contributions to equity method investments — (46,730 ) — — (46,730 ) Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream, L.P. 251,181 — — (251,181 ) — Proceeds from sale of common units of equity method investee 56,318 — — — 56,318 Distributions from equity method investments in excess of equity in earnings 35,340 24,113 — (35,340 ) 24,113 Net cash provided by (used in) investing activities 341,099 (219,434 ) (277,285 ) (286,521 ) (442,141 ) Cash flows from financing activities: Debt issuance costs (601 ) (5,688 ) — — (6,289 ) Borrowings on credit facilities and issuance of senior unsecured notes 181,000 686,208 — — 867,208 Principal payments on credit facilities and other obligations (186,000 ) (374,049 ) — — (560,049 ) Distributions to noncontrolling interests — (40,410 ) — — (40,410 ) Proceeds from issuance of common units, net of offering costs — 89,119 — — 89,119 Repurchase of common stock (4,261 ) — — — (4,261 ) Dividends paid (69,514 ) — — — (69,514 ) Proceeds from issuance of common stock under employee stock purchase plan 1,223 — — — 1,223 Intercompany borrowings (advances), net (304,900 ) (253,150 ) 231,812 326,238 — Net cash provided by (used in) financing activities (383,053 ) 102,030 231,812 326,238 277,027 Effect of exchange rate changes on cash and cash equivalents — — 850 — 850 Change in cash and cash equivalents (4,695 ) 5,434 14,222 2,537 17,498 Cash and cash equivalents at beginning of period 9,254 3,624 31,821 (4,101 ) 40,598 Cash and cash equivalents at end of period $ 4,559 $ 9,058 $ 46,043 $ (1,564 ) $ 58,096 |
Consolidation and Basis of Pr31
Consolidation and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policy Text Block [Abstract] | |
Consolidation, Policy [Policy Text Block] | Consolidated subsidiaries Our consolidated financial statements include the accounts of our controlled subsidiaries. All significant transactions between our consolidated subsidiaries have been eliminated. Proportionally consolidated assets Our SemCAMS segment owns undivided interests in certain natural gas gathering and processing assets, for which we record only our proportionate share of the assets on the consolidated balance sheets. The net book value of the property, plant and equipment recorded by us associated with these undivided interests is approximately $416.1 million at December 31, 2017 . We serve as operator of these facilities and incur the costs of operating the facilities (recorded as operating expenses in the consolidated statements of operations) and charge the other owners, which are also customers, for their proportionate share of the costs (recorded as other revenue in the consolidated statements of operations). Equity method investments We own a 51% interest in White Cliffs, which we account for under the equity method as the other owners have substantive rights to participate in its management. We own an 11.78% interest in the general partner of NGL Energy which we account for under the equity method. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | USE OF ESTIMATES —The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Our significant estimates include, but are not limited to: (1) allowances for doubtful accounts receivable; (2) estimated useful lives of assets, which impact depreciation and amortization; (3) estimated fair values used in impairment tests; (4) fair values of derivative instruments; (5) valuation allowances for deferred tax assets; and (6) accrual and disclosure of contingent losses. Although management believes these estimates are reasonable, actual results could differ materially from these estimates. |
Cash And Cash Equivalents | CASH AND CASH EQUIVALENTS —Cash includes currency on hand and demand and time deposits with banks or other financial institutions. Cash equivalents include highly liquid investments with maturities of three months or less at the date of purchase. Balances at financial institutions may exceed federally insured limits. |
Accounts Receivable | ACCOUNTS RECEIVABLE —Accounts receivable are reported net of the allowance for doubtful accounts. Our assessment of the allowance for doubtful accounts is based on several factors, including the overall creditworthiness of our customers, existing economic conditions, and the amount and age of past due accounts. We enter into netting arrangements with certain counterparties to help mitigate credit risk. Receivables subject to netting are presented as gross receivables (with the related accounts payable also presented gross) until such time as the balances are settled. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are written off against the allowance for doubtful accounts only after all collection attempts have been exhausted. In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. |
Inventories | INVENTORIES —Inventories primarily consist of crude oil and asphalt. Inventories are valued at the lower of cost or net realizable value, with cost generally determined using the weighted-average method. The cost of inventory includes applicable transportation costs. We enter into exchanges with third parties whereby we acquire products that differ in location, grade, or delivery date from products we have available for sale. These exchanges are valued at cost, and although a transportation, location or product differential may be recorded, generally no gain or loss is recognized. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory”, which requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value rather than the lower of cost or market. We adopted this guidance in the first quarter of 2017. The impact was not material. |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT —Property, plant and equipment is recorded at cost. We capitalize costs that extend or increase the future economic benefits of property, plant and equipment, and expense maintenance costs that do not. When assets are disposed of, their cost and related accumulated depreciation are removed from the balance sheet, and any resulting gain or loss is recorded as a gain or loss on disposal or impairment in the consolidated statements of operations and comprehensive income (loss). Our SemCAMS segment operates plants which periodically undergo planned major maintenance activities, typically occurring every four to five years. Planned major maintenance projects that do not increase the overall life or capacity of the related assets are recorded in operating expense as incurred, whereas major maintenance activity costs that materially increase the life or capacity of the underlying assets are capitalized. When maintenance expenses are recoverable from the producers who use the plants, they are recorded as revenue, and typically include a 10% overhead fee. Depreciation is calculated primarily using the straight-line method over the following estimated useful lives: Pipelines and related facilities 10 – 31 years Storage and terminal facilities 10 – 25 years Natural gas gathering and processing facilities 10 – 31 years Trucking equipment and other 3 – 7 years Office property and equipment 3 – 31 years Construction in process is reclassified to the fixed asset categories above and depreciation commences once the asset has been placed in-service. |
Linefill | LINEFILL —Pipelines and storage facilities generally require a minimum volume of product in the system to enable the system to operate. Such product, known as linefill, is generally not available to be withdrawn from the system. Linefill owned by us in facilities operated by us is recorded at historical cost, is included in property, plant and equipment in the consolidated balance sheets, and is not depreciated. We also own linefill in third-party facilities, which is included in inventory on the consolidated balance sheets. |
Impairment of Long-Lived Assets | IMPAIRMENT OF LONG-LIVED ASSETS —We test long-lived asset groups for impairment when events or circumstances indicate that the net book value of the asset group may not be recoverable. We test an asset group for impairment by estimating the undiscounted cash flows expected to result from its use and eventual disposition. If the estimated undiscounted cash flows are lower than the net book value of the asset group, we then estimate the fair value of the asset group and record a reduction to the net book value of the assets and a corresponding impairment loss. |
Goodwill | GOODWILL —We test goodwill for impairment on an annual basis, or more often if circumstances warrant, by estimating the fair value of the reporting unit to which the goodwill relates and comparing this fair value to the net book value of the reporting unit. If fair value is less than net book value, we reduce the book value accordingly and record a corresponding impairment loss. Our policy is to test goodwill for impairment on October 1 of each year. In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which removes Step 2 from the goodwill impairment test. Under the amended guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. We adopted this guidance in the third quarter of 2017 in conjunction with the impairment test of our Field Services business unit. See Note 11 for information related to the impairment of Field Services goodwill and intangible assets. |
Intangible Assets | FINITE-LIVED INTANGIBLE ASSETS —Finite-lived intangible assets are stated at cost, net of accumulated amortization, which is recorded on a straight-line or accelerated basis over the life of the asset. We review amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If such a review should indicate that the carrying amount of amortizable intangible assets is not recoverable, we reduce the carrying amount of such assets to fair value. |
Equity Method Investments | EQUITY METHOD INVESTMENTS —We account for an investment under the equity method when we have significant influence over, but not control of, the significant operating decisions of the investee. Under the equity method, we record in the consolidated statements of operations our share of the earnings or losses of the investee, with a corresponding adjustment to the investment balance on our consolidated balance sheet. When we receive a distribution from an equity method investee, we record a corresponding reduction to the investment balance. When an equity method investee issues additional ownership interests which dilute our ownership interest, we recognize a gain or loss in our consolidated statements of operations. We assess our equity method investments for impairment when circumstances indicate that the carrying value may not be recoverable and record an impairment when a decline in value is considered to be other than temporary. For equity method investments for which we do not expect financial information to be consistently available on a timely basis to apply the equity method currently, our policy is to apply the equity method consistently on a one-quarter lag. |
Debt Issuance Costs | DEBT ISSUANCE COSTS— Costs incurred in connection with the issuance of long-term debt are reported as a reduction to the carrying value of the associated debt instrument and are amortized to interest expense using the straight-line method over the term of the related debt. Use of the straight-line method of amortization does not differ materially from the “effective interest” method. Capitalized loan fees related to our revolving credit facility are presented as other noncurrent assets. |
Commodity Derivative Instruments | COMMODITY DERIVATIVE INSTRUMENTS —We generally record the fair value of commodity derivative instruments on the consolidated balance sheets and the change in fair value as an increase or decrease to product revenue. As shown in Note 12, the fair value of commodity derivatives at December 31, 2017 and 2016 are recorded to other current assets or other current liabilities on the consolidated balance sheets. Related margin deposits are recorded to other current assets or other current liabilities on the consolidated balance sheets. Margin deposits are not generally netted against derivative assets or liabilities. The fair value of a derivative contract is determined based on the nature of the transaction and the market in which the transaction was executed. Quoted market prices, when available, are used to value derivative transactions. In situations where quoted market prices are not readily available, we estimate the fair value using other valuation techniques that reflect the best information available under the circumstances. Fair value measurements of derivative assets include consideration of counterparty credit risk. Fair value measurements of derivative liabilities include consideration of our creditworthiness. We have elected “normal purchase” and “normal sale” treatment for certain commitments to purchase or sell petroleum products at future dates. This election is only available when a transaction that would ordinarily meet the definition of a derivative but instead is expected to result in physical delivery of product over a reasonable period in the normal course of business and is not expected to be net settled. Agreements accounted for under this election are not recorded at fair value; instead, the transaction is recorded when the product is delivered. |
Contingent Losses | CONTINGENT LOSSES —We record a liability for a contingent loss when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. We record attorneys’ fees incurred in connection with a contingent loss at the time the fees are incurred. We do not record liabilities for attorneys’ fees that are expected to be incurred in the future. |
Asset Retirement Obligations | ASSET RETIREMENT OBLIGATIONS —Asset retirement obligations include legal or contractual obligations associated with the retirement of long-lived assets, such as requirements to incur costs to dispose of equipment or to remediate the environmental impacts of the normal operation of the assets. We record liabilities for asset retirement obligations when a known obligation exists under current law or contract and when a reasonable estimate of the value of the liability can be made. |
Revenue Recognition | REVENUE RECOGNITION —Sales of product, as well as gathering and marketing revenues, are recognized at the time title to the product transfers to the purchaser, which typically occurs upon receipt of the product by the purchaser. Terminal and storage revenues are recognized at the time the service is performed. Revenue for the transportation of product is recognized upon delivery of the product to its destination. Certain revenue transactions are reported on a net basis, including certain buy/sell transactions (see “Purchases and Sales of Inventory with the Same Counterparty”). Other revenue primarily represents operating cost recovery from working interest owners, who are also customers, in certain processing plants and is recorded when earned in accordance with the terms of related agreements. Taxes collected from customers and remitted to governmental authorities are recorded on a net basis (excluded from revenue). 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 are required under existing U.S. GAAP. The standard permits using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We will use a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption, January 1, 2018. We have identified certain areas of impact including: • We have certain natural gas gathering and processing agreements for which we provide gathering and processing services to the producer and market the gas to third-parties. Historically, we have accounted for these transactions as purchases at the wellhead and recorded the service fees as a reduction of cost of sales. Under ASU 2014-09, we expect some of these agreements to be treated as purchases at the wellhead and some to be treated as services with a purchase at the processing plant tailgate, depending on when we obtain control of the product. This change will not impact gross margin but will lead to higher revenue and cost of sales for transactions where control is deemed to pass at the plant tailgate. • In addition, certain contractual arrangements include “take-or-pay” provisions. The fixed fees to which we have an unconditional right under these contracts could be subject to certain recognition changes. Under our current policies, revenues related to certain “take-or-pay” deficiency payments received from customers are deferred until the contractual right to make up volumetric deficiencies has expired. Under ASU 2014-09, these revenues will be recognized when make up of the volumetric deficiencies is no longer considered probable. Deferred revenues related to these agreements at December 31, 2017, which will then be recognized through retained earnings at adoption, is not material. • Approximately $10.0 million of incremental costs of obtaining contracts, which was expensed in prior periods, will be capitalized through an adjustment to retained earnings. These costs will be amortized over approximately 20 years to match the tenor of the underlying agreements. |
Costs of Products Sold | COSTS OF PRODUCTS SOLD —Costs of products sold consists of the cost to purchase the product, the cost to transport the product to the point of sale, and the cost to store the product until it is sold. |
Purchases and Sales of Inventory With the Same Counterparty | PURCHASES AND SALES OF INVENTORY WITH THE SAME COUNTERPARTY —We routinely enter into transactions to 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. |
Currency Translation | CURRENCY TRANSLATION —The consolidated financial statements are presented in U.S. dollars. Our segments operate in four countries, and each segment has identified a “functional currency,” which is the primary currency in the environment in which the segment operates. The functional currencies include the U.S. dollar, the Canadian dollar, the British pound sterling, and the Mexican peso. At the end of each reporting period, the assets and liabilities of each segment are translated from its functional currency to U.S. dollars using the exchange rate at the end of the month. The monthly results of operations of each segment are generally translated from its functional currency to U.S. dollars using the average exchange rate during the month. Changes in exchange rates result in currency translation gains and losses, which are recorded within other comprehensive income (loss). Certain segments also enter into transactions in currencies other than their functional currencies. At the end of each reporting period, each segment re-measures the related receivables, payables, and cash to its functional currency using the exchange rate at the end of the period. Changes in exchange rates between the time the transactions were entered into and the end of the reporting period result in currency transaction gains or losses, which are recorded in the consolidated statements of operations. |
Income Taxes | INCOME TAXES —Deferred income taxes are accounted for under the liability method, which takes into account the differences between the basis of the assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. We record valuation allowances on deferred tax assets when, in the opinion of management, it is more likely than not that the asset will not be recovered. We monitor uncertain tax positions and we recognize tax benefits only when management believes the relevant tax positions would more likely than not be sustained upon examination. We record any interest and any penalties related to income taxes within income tax expense in the consolidated statements of operations. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”, which requires all deferred tax assets and liabilities to be classified as noncurrent in the statement of financial position. For public entities, this ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those years. The new guidance may be applied prospectively or retrospectively and early adoption is permitted. We adopted this guidance in the first quarter of 2017. Prior periods were not retrospectively adjusted and the impact was not material. 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. For public entities, this ASU is effective for annual periods beginning after December 15, 2017, 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 2018. 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. |
Reclassifications | RECLASSIFICATIONS —Certain reclassifications have been made to conform prior year balances to the current year presentation. |
Pension Benefits | PENSION BENEFITS —Pension cost and obligations are actuarially determined and are affected by assumptions including expected return on plan assets, discount rates, compensation increases, and employee turnover rates. We evaluate our assumptions periodically and make adjustments to these assumptions and the recorded liability as necessary. Actuarial gains or losses are amortized on a straight-line basis over the expected remaining service life of employees in the pension plan. 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. For public entities, this ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those years. We will adopt this guidance in the first quarter of 2018. The impact is not expected to be material. |
Equity-Based Compensation | EQUITY-BASED COMPENSATION —We grant certain of our employees and non-managerial directors equity-based compensation awards which vest contingent on continued service of the recipient and, in some cases, on their achievement of specific performance targets or market conditions. We record compensation expense for these outstanding awards over applicable service or performance periods based on their grant date fair value with a corresponding increase to additional paid-in capital. The expense to be recorded over the life of the awards is discounted for expected forfeitures during the vesting period. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting’’, which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. For public entities, this ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those years and early adoption is permitted. We adopted this guidance in the first quarter of 2017. We recorded adjustments of $2.1 million and $1.7 million to “accumulated deficit” and “additional paid-in capital”, respectively, upon adoption offset by changes to our income tax liabilities. In May 2017, the FASB issued 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. For public entities, this ASU is effective for annual periods beginning after December 15, 2017, and interim periods within those years. We will adopt this guidance in the first quarter of 2018. The impact is not expected to be material. |
Comprehensive Income | COMPREHENSIVE INCOME (LOSS) AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) —Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Our comprehensive income (loss) includes currency translation adjustments and changes in the funded status of pension benefit plans. |
New Accounting Pronouncements, Policy [Policy Text Block] | OTHER RECENT ACCOUNTING PRONOUNCEMENTS —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. For public entities, this ASU is effective for annual periods beginning after December 15, 2017, 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 2018. The impact is not expected to be material. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, 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 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. The new guidance will be applied using a modified retrospective approach and early adoption is permitted. 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 continue to monitor FASB activity related to this ASU and have engaged with various peer groups to assess certain interpretive issues related to this ASU. We will adopt this guidance in the first quarter of 2019. |
Financial Instruments and Con33
Financial Instruments and Concentrations of Risk Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Financial Instruments Policies [Abstract] | |
Fair Value Measurement, 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 December 31, 2017 , all of our physical fixed price forward purchases and sales contracts were being accounted for as normal purchases and normal sales. |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment [Table Text Block] | Depreciation is calculated primarily using the straight-line method over the following estimated useful lives: Pipelines and related facilities 10 – 31 years Storage and terminal facilities 10 – 25 years Natural gas gathering and processing facilities 10 – 31 years Trucking equipment and other 3 – 7 years Office property and equipment 3 – 31 years Property, plant and equipment consists of the following (in thousands): December 31, 2017 2016 Land $ 273,168 $ 90,337 Pipelines and related facilities 926,799 398,053 Storage and terminal facilities 1,111,001 279,506 Natural gas gathering and processing facilities 940,130 874,704 Linefill 25,747 25,804 Trucking equipment and other 45,162 45,417 Office property and equipment 63,052 61,146 Construction-in-progress 374,914 380,740 Property, plant and equipment, gross 3,759,973 2,155,707 Accumulated depreciation (444,842 ) (393,635 ) Property, plant and equipment, net $ 3,315,131 $ 1,762,072 |
Disposals of Long-Lived Assets
Disposals of Long-Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disposals And Impairments Of Long-Lived Assets [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following amounts are included in "loss on disposal or impairment, net" on our consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2017 (in thousands): Segment Loss/(Gain) Write-down of Mexican asphalt business to net realizable value Corporate and Other $ 13,511 Write-down U.K. operations to net realizable value Corporate and Other 76,661 Sherman natural gas gathering and processing asset impairment SemGas 30,985 Crude oil trucking goodwill impairment (Note 11) Crude Transportation 26,628 Crude oil trucking intangible asset impairment (Note 11) Crude Transportation 12,087 Gain on sale of Glass Mountain (Note 6) Crude Transportation (150,266 ) Other 3,727 Loss on disposal or impairment, net $ 13,333 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | Unaudited pro forma financial information for the periods disclosed below has been prepared as if the transaction occurred on January 1, 2016 (in thousands): Pro forma (unaudited) Year Ended December 31, 2017 2016 Revenue $ 2,168,747 $ 1,491,142 Net loss $ (22,649 ) $ (23,011 ) Basic and diluted loss per share attributable to SemGroup $ (0.29 ) $ (0.54 ) |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | We have recorded the purchase price allocation as follows (in thousands): Assets acquired Cash $ 3,583 Accounts receivable 11,101 Other current assets 5,277 Property, plant and equipment 1,327,168 Intangible assets subject to amortization Customer contracts 1,000 Customer relationships 260,000 Non-compete agreement 30,000 Goodwill 257,302 Other noncurrent assets 72,392 Total assets acquired $ 1,967,823 Consideration Cash $ 297,822 Common shares 330,341 Second Payment 549,900 Liabilities assumed Accounts payable and accrued liabilities 9,876 Current portion of long-term debt 5,500 Long-term debt 760,500 Other noncurrent liabilities 13,884 Total liabilities assumed 789,760 Total consideration $ 1,967,823 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments [Table Text Block] | Cash distributions received from equity method investments consist of the following (in thousands): Year Ended December 31, 2017 2016 2015 White Cliffs $ 77,511 $ 88,839 $ 86,845 Glass Mountain 18,011 10,456 13,623 NGL Energy — 4,873 19,074 Total cash distributions received from equity method investments $ 95,522 $ 104,168 $ 119,542 Our earnings from equity method investments consist of the following (in thousands): Year Ended December 31, 2017 2016 2015 White Cliffs $ 59,851 $ 69,007 $ 70,238 Glass Mountain 7,494 2,562 6,117 NGL Energy (1) (14 ) 2,188 5,031 Total earnings from equity method investments $ 67,331 $ 73,757 $ 81,386 (1) Excluding a loss on issuance of common units of $41.0 thousand for the year ended December 31, 2016, and a gain on the issuance of common units of $6.4 million for the year ended December 31, 2015. Our equity method investments consist of the following (in thousands): December 31, 2017 2016 White Cliffs $ 266,362 $ 281,734 Glass Mountain — 133,622 NGL Energy 18,919 18,933 Total equity method investments $ 285,281 $ 434,289 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |
Schedule of Segment Reporting Information | Our results by segment are presented in the tables below (in thousands): Year Ended December 31, 2017 2016 2015 Revenues: Crude Transportation External $ 74,993 $ 64,853 $ 81,991 Intersegment 31,939 26,878 15,021 Crude Facilities External 42,327 45,956 45,936 Intersegment 10,594 10,674 — Crude Supply and Logistics External 1,299,343 716,570 716,784 HFOTCO External 76,885 — — SemGas External 222,048 208,042 231,569 Intersegment 11,170 10,928 20,605 SemCAMS External 183,232 133,216 136,197 Corporate and Other External 183,089 163,527 242,617 Intersegment (53,703 ) (48,480 ) (35,626 ) Total Revenues $ 2,081,917 $ 1,332,164 $ 1,455,094 Year Ended December 31, 2017 2016 2015 Earnings from equity method investments: Crude Transportation $ 67,345 $ 71,569 $ 76,355 Corporate and Other (1) (14 ) 2,147 11,416 Total earnings from equity method investments $ 67,331 $ 73,716 $ 87,771 (1) Including gain (loss) on issuance of common units by equity method investee. Year Ended December 31, 2017 2016 2015 Depreciation and amortization: Crude Transportation $ 35,953 $ 24,483 $ 35,500 Crude Facilities 8,113 7,781 5,829 Crude Supply and Logistics 400 185 159 HFOTCO 44,272 — — SemGas 37,059 36,170 31,803 SemCAMS 18,530 16,867 12,940 Corporate and Other 14,094 13,318 14,651 Total depreciation and amortization $ 158,421 $ 98,804 $ 100,882 Year Ended December 31, 2017 2016 2015 Income tax expense (benefit): HFOTCO $ 362 $ — $ — SemCAMS 8,863 3,667 4,847 Corporate and other (11,613 ) 7,601 28,683 Total income tax expense (benefit) $ (2,388 ) $ 11,268 $ 33,530 Year Ended December 31, 2017 2016 2015 Segment profit: Crude Transportation $ 133,505 $ 119,726 $ 125,120 Crude Facilities 41,967 47,039 37,351 Crude Supply and Logistics (7,801 ) 24,003 30,899 HFOTCO 61,536 — — SemGas 67,805 66,530 73,422 SemCAMS 76,274 53,264 50,238 Corporate and Other 33,237 39,534 56,822 Total segment profit $ 406,523 $ 350,096 $ 373,852 Year Ended December 31, 2017 2016 2015 Reconciliation of segment profit to net income (loss): Total segment profit $ 406,523 $ 350,096 $ 373,852 Less: Adjustment to reflect equity earnings on an EBITDA basis 26,890 28,757 32,965 Net unrealized loss (gain) related to derivative instruments 40 989 2,014 General and administrative expense 110,373 83,908 97,366 Depreciation and amortization 158,421 98,804 100,882 Loss on disposal or impairment, net 13,333 16,048 11,472 Interest expense 103,009 62,650 69,675 Loss on early extinguishment of debt 19,930 — — Foreign currency transaction loss (gain) (4,709 ) 4,759 (1,067 ) Loss (gain) on sale or impairment of non-operated equity method investment — 30,644 (14,517 ) Other expense (income), net (1,226 ) (994 ) (1,284 ) Income tax expense (benefit) (2,388 ) 11,268 33,530 Loss from discontinued operations — 1 4 Net income (loss) $ (17,150 ) $ 13,262 $ 42,812 Year Ended December 31, 2017 2016 2015 Additions to long-lived assets, including acquisitions and contributions to equity method investments: Crude Transportation $ 262,728 $ 230,139 $ 219,227 Crude Facilities 4,775 6,439 30,118 Crude Supply and Logistics 2,233 3,664 2,564 HFOTCO 2,019,482 — — SemGas 100,537 21,913 110,908 SemCAMS 113,263 34,506 142,368 Corporate and Other 18,062 28,020 21,259 Total additions to long-lived assets $ 2,521,080 $ 324,681 $ 526,444 December 31, 2017 2016 Total assets (excluding intersegment receivables): Crude Transportation $ 1,039,399 $ 1,042,327 Crude Facilities 153,953 156,907 Crude Supply and Logistics 674,684 484,475 HFOTCO 2,003,298 — SemGas 714,777 683,952 SemCAMS 518,900 379,785 Corporate and Other 271,806 327,526 Total $ 5,376,817 $ 3,074,972 December 31, 2017 2016 Equity investments: Crude Transportation $ 266,362 $ 415,356 Corporate and Other 18,919 18,933 Total equity investments $ 285,281 $ 434,289 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Components Of Inventories | Inventories consist of the following (in thousands): December 31, 2017 2016 Crude oil $ 101,665 $ 89,683 Asphalt and other — 9,551 Total inventories $ 101,665 $ 99,234 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Assets [Abstract] | |
Other current assets | Other current assets consist of the following (in thousands): December 31, 2017 2016 Prepaid expenses $ 8,746 $ 6,801 Deferred tax asset — 2,244 Other 5,551 9,585 Total other current assets $ 14,297 $ 18,630 |
Other noncurrent assets | Other noncurrent assets consist of the following (in thousands): December 31, 2017 2016 Capitalized loan fees $ 8,774 $ 10,242 Net investment in direct financing lease 67,825 — Deferred tax asset 33,792 43,431 Other 22,209 3,856 Total other noncurrent assets, net $ 132,600 $ 57,529 |
Direct Financing Lease, Future Minimum Payments Receivable [Table Text Block] | At December 31, 2017 , minimum lease payments to be received for each of the five succeeding fiscal years and thereafter are as follows (in thousands): For the year ending: December 31, 2018 $ 12,833 December 31, 2019 12,837 December 31, 2020 12,841 December 31, 2021 12,845 December 31, 2022 12,849 Thereafter 31,068 Total minimum lease payments $ 95,273 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Depreciation is calculated primarily using the straight-line method over the following estimated useful lives: Pipelines and related facilities 10 – 31 years Storage and terminal facilities 10 – 25 years Natural gas gathering and processing facilities 10 – 31 years Trucking equipment and other 3 – 7 years Office property and equipment 3 – 31 years Property, plant and equipment consists of the following (in thousands): December 31, 2017 2016 Land $ 273,168 $ 90,337 Pipelines and related facilities 926,799 398,053 Storage and terminal facilities 1,111,001 279,506 Natural gas gathering and processing facilities 940,130 874,704 Linefill 25,747 25,804 Trucking equipment and other 45,162 45,417 Office property and equipment 63,052 61,146 Construction-in-progress 374,914 380,740 Property, plant and equipment, gross 3,759,973 2,155,707 Accumulated depreciation (444,842 ) (393,635 ) Property, plant and equipment, net $ 3,315,131 $ 1,762,072 |
Goodwill and Other Intangible42
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Other Intangible Assets [Abstract] | |
Schedule of Goodwill [Table Text Block] | Changes in goodwill balances during the period from December 31, 2014 to December 31, 2017 are shown below (in thousands): Balance, December 31, 2014 $ 58,326 Crude oil trucking impairment loss (9,488 ) Currency translation adjustments (806 ) Balance, December 31, 2015 48,032 SemGas impairment loss (13,052 ) Currency translation adjustments (750 ) Balance, December 31, 2016 34,230 Crude oil trucking impairment loss (26,628 ) Reclassification of SemMexico goodwill as held for sale (Note 4) (7,808 ) HFOTCO acquisition (Note 5) 257,302 Currency translation adjustments 206 Balance, December 31, 2017 $ 257,302 Goodwill relates to the following segments (in thousands): December 31, 2017 2016 Crude Transportation $ — $ 26,628 HFOTCO 257,302 — Corporate and Other — 7,602 Total goodwill $ 257,302 $ 34,230 |
Other Intangible Assets by Segment | The gross carrying amount and accumulated amortization of intangible assets are shown below (in thousands): December 31, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 424,000 $ (49,717 ) $ 374,283 $ 187,114 $ (36,601 ) $ 150,513 Non - compete agreement 30,000 (6,250 ) 23,750 — — — Trade names 52 (42 ) 10 421 (366 ) 55 Customer contract 1,000 (400 ) 600 — — — Unpatented technology — — — 2,461 (2,051 ) 410 Total other intangible assets $ 455,052 $ (56,409 ) $ 398,643 $ 189,996 $ (39,018 ) $ 150,978 Changes in other intangible asset balances during the period from December 31, 2014 to December 31, 2017 are shown below (in thousands): Balance, December 31, 2014 $ 173,065 Amortization (10,334 ) Currency translation adjustments (508 ) Balance, December 31, 2015 162,223 Amortization (10,928 ) Currency translation adjustments (317 ) Balance, December 31, 2016 150,978 HFOTCO acquisition (Note 5) 291,000 Crude oil trucking impairment (12,087 ) Reclassification of Mexican asphalt assets as held for sale (Note 4) (715 ) Amortization (30,628 ) Currency translation adjustments 95 Balance, December 31, 2017 $ 398,643 |
Future Amortization of Other Intangible Assets | We estimate that future amortization of other intangible assets will be as follows (in thousands): For the year ending: December 31, 2018 $ 33,605 December 31, 2019 39,455 December 31, 2020 30,000 December 31, 2021 30,200 December 31, 2022 28,600 Thereafter 236,783 Total estimated amortization expense $ 398,643 |
Financial Instruments and Con43
Financial Instruments and Concentrations of Risk (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | The table below summarizes the balances of commodity derivative assets and liabilities at December 31, 2017 and 2016 (in thousands): December 31, 2017 Level 1 Level 2 Level 3 Netting (1) Total 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 ) December 31, 2016 Level 1 Level 2 Level 3 Netting (1) Total Assets: Commodity derivatives (2) $ 68 $ — $ — $ (68 ) $ — Foreign currency forwards — — — — — Total assets 68 — — (68 ) — Liabilities: Commodity derivatives 1,396 — — (68 ) 1,328 Interest rate swaps — — — — — Total liabilities 1,396 — — (68 ) 1,328 Net assets (liabilities) at fair value $ (1,328 ) $ — $ — $ — $ (1,328 ) (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. |
Fair Value, Net Derivative Asset (Liability) 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): Year Ended December 31, 2017 Net liabilities - beginning balance $ — Interest rate swaps acquired through acquisition (Note 5) 3,275 Transfers out of Level 3 — Realized/Unrealized (gain) loss included in earnings* (1,124 ) Settlements (923 ) Net liabilities - ending balance $ 1,228 *Gains and losses related to interest rate swaps are recorded in interest expense in the condensed consolidated statements of operations and comprehensive income (loss). |
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): Year Ended December 31, 2017 2016 2015 Sales 12,979 33,694 23,228 Purchases 13,430 33,819 22,946 |
Schedule of Derivatives Not Designated as Hedging Instruments Fair Value on Condensed Consolidated Balance Sheets | We have recorded the fair value of our commodity derivative instruments on our consolidated balance sheets in "other current assets" and "other current liabilities" in the following amounts (in thousands): December 31, 2017 December 31, 2016 Other Current Assets Other Current Liabilities Other Current Assets Other Current Liabilities $ — $ 1,368 $ — $ 1,328 |
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): Year Ended December 31, 2017 2016 2015 Realized and unrealized gain (loss) $ (2,193 ) $ (4,485 ) $ 8,146 |
Schedule of Foreign Assets and Liabilities | The following table summarizes the assets and liabilities (excluding affiliate balances) at December 31, 2017 of our subsidiaries outside the United States (in thousands): Canada United Kingdom Mexico Total Cash and cash equivalents $ 33,601 $ 13,185 $ 9,581 $ 56,367 Other current assets 62,790 3,150 35,044 100,984 Noncurrent assets 427,259 136,800 42,272 606,331 Total assets $ 523,650 $ 153,135 $ 86,897 $ 763,682 Current liabilities $ 64,056 $ 4,410 $ 19,574 $ 88,040 Noncurrent liabilities 71,309 13,016 716 85,041 Total liabilities 135,365 17,426 20,290 173,081 Net assets $ 388,285 $ 135,709 $ 66,607 $ 590,601 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Consolidated Income (Loss) From Continuing Operations | Our consolidated income from continuing operations before income taxes was generated in the following jurisdictions (in thousands): Year Ended December 31, 2017 2016 2015 U.S. $ (64,423 ) $ (766 ) $ 46,728 Foreign 44,885 25,297 29,618 Consolidated $ (19,538 ) $ 24,531 $ 76,346 |
Summary of Income Tax Expense (Benefit) | The following table summarizes income tax provision (benefit) from continuing operations by jurisdiction (in thousands): Year Ended December 31, 2017 2016 2015 Current income tax provision: Foreign $ 7,058 $ 2,821 $ 4,301 U.S. federal — — — U.S. state 383 — 32 7,441 2,821 4,333 Deferred income tax provision (benefit): Foreign 5,318 4,071 4,747 U.S. federal (15,379 ) 5,142 21,865 U.S. state 232 (766 ) 2,585 (9,829 ) 8,447 29,197 Provision (benefit) for income taxes $ (2,388 ) $ 11,268 $ 33,530 |
Reconciliation of Income Tax Provision (Benefit) | The following table reconciles income tax provision at the U.S. federal statutory rate to the consolidated provision (benefit) for income taxes (in thousands): Year Ended December 31, 2017 2016 2015 Income from continuing operations before income taxes $ (19,538 ) $ 24,531 $ 76,346 U.S. federal statutory rate 35 % 35 % 35 % Provision at statutory rate (6,838 ) 8,586 26,721 State income taxes—net of federal benefit 401 (498 ) 1,701 Effect of rates other than statutory (3,842 ) (1,966 ) (2,306 ) Effect of U.S. taxation on foreign branches 15,710 8,854 10,366 Foreign tax adjustment, prior years — — 7 Noncontrolling interest — (3,908 ) (4,373 ) Foreign tax credit and offset to branch deferreds 45,245 (6,026 ) (1,740 ) Effect of U.S. deduction of foreign tax (7,514 ) — — Impact of valuation allowance on deferred tax assets (65,327 ) 6,026 1,740 Foreign withholding taxes 858 18 6 Stock-based compensation 1,351 — — Effect of U.S. federal statutory rate reduction 17,638 — — — Other, net (70 ) 182 1,408 Provision (benefit) for income taxes $ (2,388 ) $ 11,268 $ 33,530 |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities are as follows at December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Deferred tax assets: Net operating loss and other credit carryforwards $ 44,867 $ 58,129 Compensation and benefits 7,156 9,411 Inventories 322 231 Intangible assets 16,714 34,573 Pension plan 1,760 4,811 Allowance for doubtful accounts 956 971 Deferred revenue 4,953 4,451 Equity investment in partnerships — 54,686 Foreign tax credit and offset to branch deferreds 56,719 110,052 Other 28,201 46,601 less: valuation allowance (45,682 ) (110,243 ) Net deferred tax assets 115,966 213,673 Deferred tax liabilities: Intangible assets (5,074 ) (4,709 ) Prepaid expenses (1,447 ) (136 ) Property, plant and equipment (108,646 ) (223,325 ) Equity investment in partnerships (24,315 ) — Other (2,402 ) (4,411 ) Total deferred tax liabilities (141,884 ) (232,581 ) Net deferred tax liabilities $ (25,918 ) $ (18,908 ) |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Instrument [Line Items] | |
Summary of Long-Term Debt | We had the following outstanding letters of credit at December 31, 2017 (dollars in thousands): SemGroup $1.0 billion revolving credit facility 2.50% $ 39,385 Secured bi-lateral (1) 1.75% $ 56,525 SemMexico (2) 0.28% $ 14,870 (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. (2) $292.8 million Mexican pesos at the December 31, 2017 exchange rate. Our long-term debt consisted of the following (dollars in thousands): Interest rate at December 31, 2017 December 31, December 31, Senior unsecured notes due 2021 7.500% $ — $ 300,000 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 — Senior unsecured notes due 2026 7.250% 300,000 — SemGroup $1.0 billion corporate revolving credit facility (1) Alternate base rate borrowings 6.000% — 20,000 Eurodollar borrowings 3.857% 131,000 — Second Payment (2) 8.000% 565,868 — HFOTCO term loan B (3) 5.190% 532,125 — HFOTCO tax exempt notes payable due 2050 2.353% 225,000 — HFOTCO $75 million revolving credit facility (4) 4.940% 60,000 — SemMexico revolving credit facility (5) 9.124% — — Capital leases 25 51 Unamortized premium (discount) and debt issuance costs, net (30,398 ) (19,107 ) Total long-term debt, net 2,858,620 1,050,944 Less: current portion of long-term debt 5,525 26 Noncurrent portion of long-term debt, net $ 2,853,095 $ 1,050,918 (1) SemGroup $1.0 billion corporate revolving credit facility matures on May 15, 2021. (2) Second Payment discounted to fair value based on expected timing of payments and an 8% discount rate. See Note 5 for additional information. (3) HFOTCO term loan B is due in quarterly installments of $1.4 million , with a final payment due on August 19, 2021. (4) HFOTCO $75 million revolving credit facility matures on August 19, 2019. (5) SemMexico revolving credit facility has a borrowing capacity of $70 million pesos ( $3.6 million USD at the December 31, 2017 exchange rate). |
Early Redemption Premium Percentages [Table Text Block] | Except as described below, the Company may redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if redeemed during the twelve-month period beginning with each period as indicated below: 2022 Notes From and after July 15, 2017 104.219% From and after July 15, 2018 102.813% From and after July 15, 2019 101.406% From and after July 15, 2020 100.000% 2023 Notes Not redeemable before May 15, 2019 From and after May 15, 2019 102.813% From and after May 15, 2020 101.406% From and after May 15, 2021 100.000% 2025 Notes Not redeemable before March 15, 2020 From and after March 15, 2020 103.188% From and after March 15, 2021 101.594% From and after March 15, 2022 100.000% 2026 Notes Not redeemable before March 15, 2021 From and after March 15, 2021 103.625% From and after March 15, 2022 101.813% From and after March 15, 2023 100.000% |
Scheduled Principal Payments of Debt | The following table summarizes the scheduled principal payments as of December 31, 2017 (in thousands): Total For the year ended: December 31, 2018 $ 605,525 December 31, 2019 65,500 December 31, 2020 5,500 December 31, 2021 646,625 December 31, 2022 400,000 Thereafter 1,200,000 Total $ 2,923,150 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Long-term Purchase Commitment [Line Items] | |
Summary of Changes in Asset Retirement Obligations | The following table summarizes the changes in this liability from December 31, 2014 through December 31, 2017 (in thousands): Balance, December 31, 2014 $ 41,954 Accretion 4,748 Payments made (511 ) Revaluation (26,000 ) Currency translation adjustments (4,245 ) Balance, December 31, 2015 15,946 Accretion 2,292 Payments made (159 ) Currency translation adjustments 469 Balance, December 31, 2016 18,548 Accretion 2,812 Payments made (160 ) Currency translation adjustments 1,404 Balance, December 31, 2017 $ 22,604 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum payments required under operating leases that have initial or remaining non-cancellable lease terms in excess of one year at December 31, 2017 , are as follows (in thousands): For year ending: December 31, 2018 $ 6,750 December 31, 2019 7,174 December 31, 2020 6,409 December 31, 2021 5,896 December 31, 2022 4,376 Thereafter 60,790 Total future minimum lease payments $ 91,395 |
Summary of Purchase and Sale Commitments [Table Text Block] | At December 31, 2017 , such commitments included the following (in thousands): Volume (barrels) Value Fixed price purchases 1,461 $ 83,545 Fixed price sales 3,148 $ 178,629 Floating price purchases 10,915 $ 641,934 Floating price sales 12,152 $ 574,335 |
Long-term Purchase Commitment [Table Text Block] | Our Crude Supply and Logistics segment has minimum volume commitments for pipeline transportation of crude oil. At December 31, 2017 , the approximate amount of future obligations is as follows (in thousands): For year ending: December 31, 2018 $ 21,631 December 31, 2019 21,877 December 31, 2020 20,585 December 31, 2021 12,976 December 31, 2022 13,231 Thereafter 20,312 Total expected future payments $ 110,612 Our SemGas segment has a take or pay contractual obligation related to the fractionation of natural gas liquids through June 2023. At December 31, 2017 , the approximate amount of future obligations is as follows (in thousands): For year ending: December 31, 2018 $ 10,552 December 31, 2019 9,567 December 31, 2020 8,864 December 31, 2021 7,175 December 31, 2022 6,753 Thereafter 2,791 Total expected future payments $ 45,702 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock reflected on the consolidated balance sheet | The par value of common stock reflected on the consolidated balance sheet at December 31, 2017 is summarized below: Class A Shares accounted for at December 31, 2014 43,614,054 Issuance of shares under employee and director compensation programs (1) 184,803 Shares issued under employee stock purchase plan 24,882 Shares accounted for at December 31, 2015 43,823,739 Issuance of common shares in public offering 8,625,000 Shares issued for Merger 13,140,020 Issuance of shares under employee and director compensation programs (1) 170,772 Shares issued under employee stock purchase plan 46,836 Shares accounted for at December 31, 2016 65,806,367 Shares issued for HFOTCO acquisition 12,383,900 Issuance of shares under employee and director compensation programs (1) 149,961 Shares issued under employee stock purchase plan 39,545 Shares accounted for at December 31, 2017 (2) 78,379,773 (1) Of these vested shares, recipients sold back to the Company 42,347 , 46,941 and 62,291 shares during the years ended December 31, 2017 , 2016 and 2015 , respectively, to satisfy tax withholding obligations. These repurchased shares are being recognized at cost as treasury stock on the consolidated balance sheet. (2) In addition to the shares in the table above, there are shares of unvested restricted stock outstanding which are considered legally issued and outstanding and have been included in the number of shares presented on the consolidated balance sheets. The par value of unvested restricted stock has not yet been reflected in common stock on the consolidated balance sheet, as these shares have not yet vested and could be forfeited. There are also shares of restricted stock that were returned to treasury upon forfeiture. The par value of these shares is not reflected in the consolidated balance sheet, as no accounting recognition is given to forfeited shares. |
Dividends Declared [Table Text Block] | The following table sets forth the quarterly dividends per share declared and paid to shareholders for the periods indicated: Quarter Ending Dividend Per Share Date of Record Date Paid March 31, 2015 $ 0.34 March 9, 2015 March 20, 2015 June 30, 2015 $ 0.38 May 18, 2015 May 29, 2015 September 30, 2015 $ 0.42 August 17, 2015 August 25, 2015 December 31, 2015 $ 0.45 November 16, 2015 November 24, 2015 March 31, 2016 $ 0.45 March 7, 2016 March 17, 2016 June 30, 2016 $ 0.45 May 16, 2016 May 26, 2016 September 30, 2016 $ 0.45 August 15, 2016 August 25, 2016 December 31, 2016 $ 0.45 November 18, 2016 November 28, 2016 March 31, 2017 $ 0.45 March 7, 2017 March 17, 2017 June 30, 2017 $ 0.45 May 15, 2017 May 26, 2017 September 30, 2017 $ 0.45 August 18, 2017 August 28, 2017 December 31, 2107 $ 0.45 November 20, 2017 December 1, 2017 March 31, 2018 $ 0.4725 March 9, 2018 March 19, 2018 |
Schedule of Investments in and Advances to Affiliates, Schedule of Investments [Table Text Block] | The following table shows the distributions paid by Rose Rock Midstream, L.P., prior to the Merger, related to the earnings for each of the following periods (in thousands, except for per unit amounts): Distribution Per Unit Distributions Paid Quarter Ended SemGroup Noncontrolling Interest Common Units Total Distributions General Partner Incentive Distributions Common Units Subordinated Units December 31, 2014 $ 0.6200 $ 485 $ 3,487 $ 6,551 $ 5,202 $ 8,544 $ 24,269 March 31, 2015 $ 0.6350 $ 568 $ 4,450 $ 13,148 $ — $ 10,213 $ 28,379 June 30, 2015 $ 0.6500 $ 590 $ 4,979 $ 13,458 $ — $ 10,456 $ 29,483 September 30, 2015 $ 0.6600 $ 604 $ 5,333 $ 13,665 $ — $ 10,619 $ 30,221 December 31, 2015 $ 0.6600 $ 604 $ 5,333 $ 13,665 $ — $ 10,622 $ 30,224 March 31, 2016 $ 0.6600 $ 605 $ 5,338 $ 13,665 $ — $ 10,643 $ 30,251 June 30, 2016 $ 0.6600 $ 605 $ 5,339 $ 13,665 $ — $ 10,648 $ 30,257 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table Text Block] | The following summarizes the calculation of basic earnings per share for the years ended December 31, 2017 , 2016 and 2015 (in thousands, except per share amounts): Year Ended December 31, 2017 Continuing Discontinued Net Loss $ (17,150 ) $ — $ (17,150 ) less: Income attributable to noncontrolling interest — — — Loss attributable to SemGroup $ (17,150 ) $ — $ (17,150 ) Weighted average common stock outstanding 71,418 71,418 71,418 Basic loss per share $ (0.24 ) $ 0.00 $ (0.24 ) Year Ended December 31, 2016 Continuing Discontinued Net Income $ 13,263 $ (1 ) $ 13,262 less: Income attributable to noncontrolling interest 11,167 — 11,167 Income attributable to SemGroup $ 2,096 $ (1 ) $ 2,095 Weighted average common stock outstanding 51,889 51,889 51,889 Basic earnings per share $ 0.04 $ 0.00 $ 0.04 Year Ended December 31, 2015 Continuing Operations Discontinued Operations Net Income $ 42,816 $ (4 ) $ 42,812 less: Income attributable to noncontrolling interest 12,492 — 12,492 Income attributable to SemGroup $ 30,324 $ (4 ) $ 30,320 Weighted average common stock outstanding 43,787 43,787 43,787 Basic earnings per share $ 0.69 $ 0.00 $ 0.69 The following summarizes the calculation of diluted earnings per share for the years ended December 31, 2017 , 2016 and 2015 (in thousands, except per share amounts): Year Ended December 31, 2017 Continuing Operations Discontinued Operations Net Loss $ (17,150 ) $ — $ (17,150 ) less: Income attributable to noncontrolling interest — — — Loss attributable to SemGroup $ (17,150 ) $ — $ (17,150 ) Weighted average common stock outstanding 71,418 71,418 71,418 Effect of dilutive securities — — — Diluted weighted average common stock outstanding 71,418 71,418 71,418 Diluted loss per share $ (0.24 ) $ 0.00 $ (0.24 ) Year Ended December 31, 2016 Continuing Operations Discontinued Operations Net Income $ 13,263 $ (1 ) $ 13,262 less: Income attributable to noncontrolling interest 11,167 — 11,167 Income attributable to SemGroup $ 2,096 $ (1 ) $ 2,095 Weighted average common stock outstanding 51,889 51,889 51,889 Effect of dilutive securities 392 392 392 Diluted weighted average common stock outstanding 52,281 52,281 52,281 Diluted earnings per share $ 0.04 $ 0.00 $ 0.04 Year Ended December 31, 2015 Continuing Operations Discontinued Operations Net Income $ 42,816 $ (4 ) $ 42,812 less: Income attributable to noncontrolling interest 12,492 — 12,492 Income attributable to SemGroup $ 30,324 $ (4 ) $ 30,320 Weighted average common stock outstanding 43,787 43,787 43,787 Effect of dilutive securities 183 183 183 Diluted weighted average common stock outstanding 43,970 43,970 43,970 Diluted earnings per share $ 0.69 $ 0.00 $ 0.69 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of unvested share activity | The activity related to these awards during the period from December 31, 2014 to December 31, 2017 is summarized below: Unvested Shares Average Grant Date Fair Value Aggregate Fair Value of Shares (in thousands) Outstanding at December 31, 2014 449,919 $ 70.69 Awards granted - 2015 151,789 $ 77.93 Awards vested - 2015 (181,906 ) $ 35.18 $ 6,399 Awards forfeited - 2015 (8,494 ) $ 42.05 Outstanding at December 31, 2015 411,308 $ 75.25 Awards granted - 2016 702,309 $ 19.18 Awards vested - 2016 (168,096 ) $ 20.38 $ 3,426 Awards forfeited - 2016 (34,255 ) $ 42.42 Outstanding at December 31, 2016 911,266 $ 31.09 Awards granted - 2017 377,766 $ 35.22 Awards vested - 2017 (149,961 ) $ 33.60 $ 5,039 Awards forfeited - 2017 (54,981 ) $ 81.80 Outstanding at December 31, 2017 1,084,090 $ 29.07 |
Schedule of Share-based Payment Award Valuation Assumptions [Table Text Block] | The following table sets forth the assumptions used in the valuations of these awards granted in 2017, 2016 and 2015: 2017 2016 2015 Volatility 54.2% 51.9% 26.8% Risk-free interest rate 1.57% 0.98% 1.06% |
Rose Rock Midstream L P [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | The activity related to these awards is summarized below: Unvested Units Average Grant Date Fair Value Aggregate Fair Value of Units (in thousands) Outstanding at December 31, 2014 102,340 $ 33.79 Awards granted - 2015 36,527 $ 39.03 Awards vested - 2015 (38,366 ) $ 27.54 $ 1,057 Awards forfeited - 2015 (310 ) $ 42.80 Outstanding at December 31, 2015 100,191 $ 38.70 Awards granted - 2016 117,204 $ 9.62 Awards vested - 2016 (57,458 ) $ 11.58 $ 665 Awards forfeited - 2016 (1,846 ) $ 26.55 Awards converted to SemGroup awards (158,091 ) $ 19.57 Outstanding at December 31, 2016 — $ — |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Weighted Average Discount Rate [Line Items] | |
Schedule of Allocation of Plan Assets [Table Text Block] | The following information discloses the fair values of our Pension Plans' assets, by asset category, for the periods indicated (in thousands): December 31, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 538 $ — $ — $ 538 $ — $ — $ — $ — Mutual funds 16,671 — — 16,671 — — — — Pooled mutual funds — 25,889 — 25,889 — 22,961 — 22,961 Total $ 17,209 $ 25,889 $ — $ 43,098 $ — $ 22,961 $ — $ 22,961 |
Projected benefit obligations and plan assets of the pension plans | The table below summarizes the balances of the projected benefit obligation and fair value of the plan assets at December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Projected benefit obligation $ 53,489 $ 25,675 Fair value of plan assets 43,098 22,961 Funded status: $ (10,391 ) $ (2,714 ) |
Accumulated Other Comprehensi51
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Components of accumulated other comprehensive income (loss) | The following table presents changes in the components of accumulated other comprehensive loss (in thousands): Currency Translation Employee Benefit Plans Total Balance, December 31, 2014 $ (25,059 ) $ (2,082 ) $ (27,141 ) Currency translation adjustment, net of income tax benefit of $19,593 (32,142 ) — (32,142 ) Changes related to benefit plans, net of income tax expense of $240 — 721 721 Balance, December 31, 2015 (57,201 ) (1,361 ) (58,562 ) Currency translation adjustment, net of income tax benefit of $8,672 (14,224 ) — (14,224 ) Changes related to benefit plans, net of income tax benefit of $417 — (1,128 ) (1,128 ) Balance, December 31, 2016 (71,425 ) (2,489 ) (73,914 ) Currency translation adjustment, net of income tax expense of $12,404 20,411 — 20,411 Changes related to benefit plans, net of income tax expense of $99 — (298 ) (298 ) Balance, December 31, 2017 $ (51,014 ) $ (2,787 ) $ (53,801 ) |
Supplemental Cash Flow Inform52
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, net of the effects of acquisitions (in thousands): Year Ended December 31, 2017 2016 2015 Decrease (increase) in restricted cash $ (1 ) $ (1 ) $ 6,764 Decrease (increase) in accounts receivable (237,394 ) (90,810 ) 9,051 Decrease (increase) in receivable from affiliates 23,764 (19,541 ) 10,905 Decrease (increase) in inventories (17,862 ) (30,686 ) (31,043 ) Decrease (increase) in other current assets 2,947 634 (508 ) Decrease (increase) in other assets (14,307 ) (297 ) 4,015 Increase (decrease) in accounts payable and accrued liabilities 209,982 94,687 2,513 Increase (decrease) in payable to affiliates (19,537 ) 21,475 (8,427 ) Increase (decrease) in payables to pre-petition creditors — — (3,837 ) Increase (decrease) in other noncurrent liabilities 19,385 2,573 (2,625 ) $ (33,023 ) $ (21,966 ) $ (13,192 ) |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Summarized Information on the Consolidated Results of Operations | Summarized information on our consolidated results of operations for the quarters during the year ended December 31, 2016 is shown below (in thousands, except per share amounts): First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenues $ 314,851 $ 287,377 $ 327,764 $ 402,172 $ 1,332,164 Loss on disposal or impairment, net 13,307 1,685 1,018 38 16,048 Other operating costs and expenses 292,250 277,379 316,644 381,969 1,268,242 Total expenses 305,557 279,064 317,662 382,007 1,284,290 Earnings from equity method investments 23,071 17,078 15,845 17,763 73,757 Loss on issuance of common units by equity method investee (41 ) — — — (41 ) Operating income 32,324 25,391 25,947 37,928 121,590 Other expenses, net 58,622 9,944 18,684 9,809 97,059 Income (loss) from continuing operations before income taxes (26,298 ) 15,447 7,263 28,119 24,531 Income tax expense (benefit) (21,407 ) 4,658 11,898 16,119 11,268 Income (loss) from continuing operations (4,891 ) 10,789 (4,635 ) 12,000 13,263 Income (loss) from discontinued operations, net of income taxes (2 ) (2 ) 3 — (1 ) Net income (loss) (4,893 ) 10,787 (4,632 ) 12,000 13,262 Less: net income attributable to noncontrolling interests 9,020 1,922 225 — 11,167 Net income (loss) attributable to SemGroup $ (13,913 ) $ 8,865 $ (4,857 ) $ 12,000 $ 2,095 Earnings (loss) per share—basic $ (0.32 ) $ 0.20 $ (0.09 ) $ 0.18 $ 0.04 Earnings (loss) per share—diluted $ (0.32 ) $ 0.19 $ (0.09 ) $ 0.18 $ 0.04 Summarized information on our consolidated results of operations for the quarters during the year ended December 31, 2017 is shown below (in thousands, except per share amounts): First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenues $ 456,100 $ 473,089 $ 545,922 $ 606,806 $ 2,081,917 Loss (gain) on disposal or impairment, net 2,410 (234 ) 41,625 (30,468 ) 13,333 Other operating costs and expenses 447,324 465,807 546,263 579,055 2,038,449 Total expenses 449,734 465,573 587,888 548,587 2,051,782 Earnings from equity method investments 17,091 17,753 17,367 15,120 67,331 Operating income (loss) 23,457 25,269 (24,599 ) 73,339 97,466 Other expenses, net 33,639 12,033 31,753 39,579 117,004 Income (loss) from continuing operations before income taxes (10,182 ) 13,236 (56,352 ) 33,760 (19,538 ) Income tax expense (benefit) 95 3,625 (37,249 ) 31,141 (2,388 ) Net income (loss) $ (10,277 ) $ 9,611 $ (19,103 ) $ 2,619 $ (17,150 ) Earnings (loss) per share—basic $ (0.16 ) $ 0.15 $ (0.25 ) $ 0.03 $ (0.24 ) Earnings (loss) per share—diluted $ (0.16 ) $ 0.15 $ (0.25 ) $ 0.03 $ (0.24 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | During the years ended December 31, 2017 , 2016 and 2015 , we generated the following transactions with related parties (in thousands): Year Ended December 31, 2017 2016 2015 NGL Energy Revenues $ 45,918 $ 61,639 $ 157,732 Purchases $ 29,695 $ 57,739 $ 138,095 White Cliffs Crude oil revenues $ 436 $ 4,973 $ — Storage revenues $ 4,350 $ 4,350 $ 4,300 Transportation fees $ 11,298 $ 10,797 $ 5,253 Management fees $ 519 $ 494 $ 471 Crude oil purchases $ 11,870 $ 4,758 $ — Glass Mountain Transportation fees $ 8,140 $ 7,479 $ 2,997 Management fees $ 748 $ 793 $ 770 Crude oil purchases $ 1,319 $ 385 $ 2,087 |
Condensed Consolidating Guara55
Condensed Consolidating Guarantor Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Statements, Captions [Line Items] | |
Condensed Balance Sheet [Table Text Block] | Condensed Consolidating Guarantor Balance Sheets 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 Current assets held for sale — — 38,063 — 38,063 Inventories — 101,665 — — 101,665 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 8,086 1,002,982 2,304,063 — 3,315,131 Equity method investments 3,085,274 964,930 — (3,764,923 ) 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 $ 2,769,338 $ 3,202,898 $ (3,773,553 ) $ 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 26,275 66,387 (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 41,325 572,419 152,819 (2 ) 766,561 Long-term debt 1,474,491 6,690 1,395,104 (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 2,190,229 1,560,132 (3,750,361 ) 1,658,365 Total liabilities and owners’ equity $ 3,178,134 $ 2,769,338 $ 3,202,898 $ (3,773,553 ) $ 5,376,817 December 31, 2016 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 19,002 $ — $ 59,796 $ (4,582 ) $ 74,216 Accounts receivable — 361,160 57,179 — 418,339 Receivable from affiliates 27 25,244 184 — 25,455 Inventories — 89,638 9,596 — 99,234 Other current assets 8,986 5,760 3,887 (3 ) 18,630 Total current assets 28,015 481,802 130,642 (4,585 ) 635,874 Property, plant and equipment 5,621 970,079 786,372 — 1,762,072 Equity method investments 2,454,118 940,696 — (2,960,525 ) 434,289 Goodwill — 26,628 7,602 — 34,230 Other intangible assets 15 149,669 1,294 — 150,978 Other noncurrent assets, net 54,155 2,080 1,294 — 57,529 Total assets $ 2,541,924 $ 2,570,954 $ 927,204 $ (2,965,110 ) $ 3,074,972 LIABILITIES AND OWNERS’ EQUITY Current liabilities: Accounts payable $ 674 $ 348,297 $ 18,336 $ — $ 367,307 Payable to affiliates — 26,508 — — 26,508 Accrued liabilities 25,078 23,423 32,603 — 81,104 Other current liabilities 889 5,108 7,439 — 13,436 Total current liabilities 26,641 403,336 58,378 — 488,355 Long-term debt 1,050,893 6,142 16,500 (22,617 ) 1,050,918 Deferred income taxes 16,119 — 48,382 — 64,501 Other noncurrent liabilities 2,306 — 22,927 — 25,233 Commitments and contingencies Total owners’ equity 1,445,965 2,161,476 781,017 (2,942,493 ) 1,445,965 Total liabilities and owners’ equity $ 2,541,924 $ 2,570,954 $ 927,204 $ (2,965,110 ) $ 3,074,972 |
Condensed Income Statement [Table Text Block] | Condensed Consolidating Guarantor Statements of Operations Year Ended December 31, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 1,468,754 $ 153,164 $ — $ 1,621,918 Service — 149,197 242,069 — 391,266 Lease — — 5,843 — 5,843 Other — — 62,890 — 62,890 Total revenues — 1,617,951 463,966 — 2,081,917 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 1,383,868 131,023 — 1,514,891 Operating — 113,503 141,261 — 254,764 General and administrative 42,422 26,143 41,808 — 110,373 Depreciation and amortization 2,294 70,053 86,074 — 158,421 Loss (gain) on disposal or impairment, net — (79,585 ) 92,918 — 13,333 Total expenses 44,716 1,513,982 493,084 — 2,051,782 Earnings from equity method investments 68,964 (11,564 ) — 9,931 67,331 Operating income (loss) 24,248 92,405 (29,118 ) 9,931 97,466 Other expenses (income): Interest expense 40,053 38,791 25,019 (854 ) 103,009 Loss on early extinguishment of debt 19,930 — — — 19,930 Foreign currency transaction gain (2,764 ) — (1,945 ) — (4,709 ) Other income, net (913 ) (33 ) (1,134 ) 854 (1,226 ) Total other expenses, net 56,306 38,758 21,940 — 117,004 Income (loss) from continuing operations before income taxes (32,058 ) 53,647 (51,058 ) 9,931 (19,538 ) Income tax expense (benefit) (14,908 ) — 12,520 — (2,388 ) Income (loss) from continuing operations (17,150 ) 53,647 (63,578 ) 9,931 (17,150 ) Net income (loss) $ (17,150 ) $ 53,647 $ (63,578 ) $ 9,931 $ (17,150 ) Net income (loss) $ (17,150 ) $ 53,647 $ (63,578 ) $ 9,931 $ (17,150 ) Other comprehensive income (loss), net of income taxes (11,987 ) (573 ) 32,673 — 20,113 Comprehensive income (loss) $ (29,137 ) $ 53,074 $ (30,905 ) $ 9,931 $ 2,963 Year Ended December 31, 2016 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 872,961 $ 136,448 $ — $ 1,009,409 Service — 162,460 102,570 — 265,030 Other — — 57,725 — 57,725 Total revenues — 1,035,421 296,743 — 1,332,164 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 761,971 111,460 — 873,431 Operating — 115,431 96,668 — 212,099 General and administrative 22,349 31,196 30,363 — 83,908 Depreciation and amortization 1,647 68,669 28,488 — 98,804 Loss (gain) on disposal or impairment, net — 16,115 (67 ) — 16,048 Total expenses 23,996 993,382 266,912 — 1,284,290 Earnings from equity method investments 56,815 81,366 — (64,424 ) 73,757 Loss on issuance of common units by equity method investee (41 ) — — — (41 ) Operating income 32,778 123,405 29,831 (64,424 ) 121,590 Other expenses (income): Interest expense (income) (4,002 ) 72,277 (4,819 ) (806 ) 62,650 Foreign currency transaction loss — — 4,759 — 4,759 Loss on sale or impairment of non-operated equity method investment, net 30,644 — — — 30,644 Other expenses (income), net (339 ) 63 (1,524 ) 806 (994 ) Total other expenses (income), net 26,303 72,340 (1,584 ) — 97,059 Income from continuing operations before income taxes 6,475 51,065 31,415 (64,424 ) 24,531 Income tax expense 4,380 — 6,888 — 11,268 Income from continuing operations 2,095 51,065 24,527 (64,424 ) 13,263 Loss from discontinued operations, net of income taxes — — (1 ) — (1 ) Net income 2,095 51,065 24,526 (64,424 ) 13,262 Less: net income attributable to noncontrolling interests — 11,167 — — 11,167 Net income attributable to SemGroup $ 2,095 $ 39,898 $ 24,526 $ (64,424 ) $ 2,095 Net income $ 2,095 $ 51,065 $ 24,526 $ (64,424 ) $ 13,262 Other comprehensive income (loss), net of income taxes 7,360 1,223 (23,935 ) — (15,352 ) Comprehensive income (loss) 9,455 52,288 591 (64,424 ) (2,090 ) Less: comprehensive income attributable to noncontrolling interests — 11,167 — — 11,167 Comprehensive income (loss) attributable to SemGroup $ 9,455 $ 41,121 $ 591 $ (64,424 ) $ (13,257 ) Year Ended December 31, 2015 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 900,303 $ 218,583 $ — $ 1,118,886 Service — 188,429 71,113 — 259,542 Other — — 76,666 — 76,666 Total revenues — 1,088,732 366,362 — 1,455,094 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 808,776 170,773 — 979,549 Operating — 117,541 106,902 — 224,443 General and administrative 29,914 31,021 36,431 — 97,366 Depreciation and amortization 1,522 73,393 25,967 — 100,882 Loss on disposal or impairment, net — 10,399 1,073 — 11,472 Total expenses 31,436 1,041,130 341,146 — 1,413,712 Earnings from equity method investments 65,512 86,518 — (70,644 ) 81,386 Gain on issuance of common units by equity method investee 6,385 — — — 6,385 Operating income 40,461 134,120 25,216 (70,644 ) 129,153 Other expenses (income): Interest expense (income) 2,230 69,664 (262 ) (1,957 ) 69,675 Foreign currency transaction gain (5 ) — (1,062 ) — (1,067 ) Gain on sale of non-operated equity method investment (14,517 ) — — — (14,517 ) Other income, net (2,048 ) (38 ) (1,155 ) 1,957 (1,284 ) Total other expenses (income), net (14,340 ) 69,626 (2,479 ) — 52,807 Income from continuing operations before income taxes 54,801 64,494 27,695 (70,644 ) 76,346 Income tax expense 24,482 — 9,048 — 33,530 Income from continuing operations 30,319 64,494 18,647 (70,644 ) 42,816 Loss from discontinued operations, net of income taxes — (3 ) (1 ) — (4 ) Net income 30,319 64,491 18,646 (70,644 ) 42,812 Less: net income attributable to noncontrolling interests — 12,492 — — 12,492 Net income attributable to SemGroup $ 30,319 $ 51,999 $ 18,646 $ (70,644 ) $ 30,320 Net income $ 30,319 $ 64,491 $ 18,646 $ (70,644 ) $ 42,812 Other comprehensive income (loss), net of income taxes 17,420 430 (49,271 ) — (31,421 ) Comprehensive income (loss) 47,739 64,921 (30,625 ) (70,644 ) 11,391 Less: comprehensive income attributable to noncontrolling interests — 12,492 — — 12,492 Comprehensive income (loss) attributable to SemGroup $ 47,739 $ 52,429 $ (30,625 ) $ (70,644 ) $ (1,101 ) |
Condensed Cash Flow Statement [Table Text Block] | Condensed Consolidating Guarantor Statements of Cash Flows Year Ended December 31, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by (used in) operating activities $ (46,556 ) $ 98,857 $ 88,175 $ — $ 140,476 Cash flows from investing activities: Capital expenditures (4,554 ) (135,999 ) (322,160 ) — (462,713 ) Proceeds from sale of equity method investment and other long-lived assets — 312,492 2,329 — 314,821 Contributions to equity method investments — (26,444 ) — — (26,444 ) Payments to acquire business, net of cash acquired — — (294,239 ) — (294,239 ) Distributions from equity method investees in excess of equity in earnings — 28,774 — — 28,774 Net cash provided by (used in) investing activities (4,554 ) 178,823 (614,070 ) — (439,801 ) Cash flows from financing activities: Debt issuance costs (11,116 ) — — — (11,116 ) Borrowings on credit facilities and issuance of senior unsecured notes 1,470,377 — 55,000 — 1,525,377 Principal payments on credit facilities and other obligations (1,049,652 ) (26 ) (2,750 ) — (1,052,428 ) Debt extinguishment costs (16,293 ) — — — (16,293 ) Repurchase of common stock for payment of statutory taxes due on equity-based compensation (1,473 ) — — — (1,473 ) Dividends paid (129,925 ) — — — (129,925 ) Proceeds from issuance of common stock under employee stock purchase plan 1,114 — — — 1,114 Intercompany borrowings (advances), net (198,467 ) (277,654 ) 480,169 (4,048 ) — Net cash provided by (used in) financing activities 64,565 (277,680 ) 532,419 (4,048 ) 315,256 Effect of exchange rate changes on cash and cash equivalents — — 3,552 — 3,552 Change in cash and cash equivalents 13,455 — 10,076 (4,048 ) 19,483 Cash and cash equivalents at beginning of period 19,002 — 59,796 (4,582 ) 74,216 Cash and cash equivalents at end of period $ 32,457 $ — $ 69,872 $ (8,630 ) $ 93,699 Year Ended December 31, 2016 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by operating activities $ 84,460 $ 79,054 $ 65,282 $ (58,822 ) $ 169,974 Cash flows from investing activities: Capital expenditures (2,928 ) (56,102 ) (253,426 ) — (312,456 ) Proceeds from sale of long-lived assets — 53 98 — 151 Contributions to equity method investments — (4,188 ) — — (4,188 ) Proceeds from sale of common units of equity method investee 60,483 — — — 60,483 Distributions from equity method investments in excess of equity in earnings — 27,726 — — 27,726 Net cash provided by (used in) investing activities 57,555 (32,511 ) (253,328 ) — (228,284 ) Cash flows from financing activities: Debt issuance costs (7,728 ) — — — (7,728 ) Borrowings on credit facilities and issuance of senior unsecured notes 382,500 — — — 382,500 Principal payments on debt and other obligations (396,859 ) (31 ) — — (396,890 ) Proceeds from issuance of common shares, net of offering costs 223,025 — — — 223,025 Distributions to noncontrolling interests — (32,133 ) — — (32,133 ) Repurchase of common stock (965 ) — — — (965 ) Dividends paid (92,910 ) — — — (92,910 ) Proceeds from issuance of common stock under employee stock purchase plan 1,010 — — — 1,010 Intercompany borrowings (advances), net (235,645 ) (23,437 ) 203,278 55,804 — Net cash provided by (used in) financing activities (127,572 ) (55,601 ) 203,278 55,804 75,909 Effect of exchange rate changes on cash and cash equivalents — — (1,479 ) — (1,479 ) Change in cash and cash equivalents 14,443 (9,058 ) 13,753 (3,018 ) 16,120 Cash and cash equivalents at beginning of period 4,559 9,058 46,043 (1,564 ) 58,096 Cash and cash equivalents at end of period $ 19,002 $ — $ 59,796 $ (4,582 ) $ 74,216 Year Ended December 31, 2015 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by operating activities $ 37,259 $ 122,838 $ 58,845 $ (37,180 ) $ 181,762 Cash flows from investing activities: Capital expenditures (1,740 ) (197,074 ) (280,716 ) — (479,530 ) Proceeds from sale of long-lived assets — 257 3,431 — 3,688 Contributions to equity method investments — (46,730 ) — — (46,730 ) Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream, L.P. 251,181 — — (251,181 ) — Proceeds from sale of common units of equity method investee 56,318 — — — 56,318 Distributions from equity method investments in excess of equity in earnings 35,340 24,113 — (35,340 ) 24,113 Net cash provided by (used in) investing activities 341,099 (219,434 ) (277,285 ) (286,521 ) (442,141 ) Cash flows from financing activities: Debt issuance costs (601 ) (5,688 ) — — (6,289 ) Borrowings on credit facilities and issuance of senior unsecured notes 181,000 686,208 — — 867,208 Principal payments on credit facilities and other obligations (186,000 ) (374,049 ) — — (560,049 ) Distributions to noncontrolling interests — (40,410 ) — — (40,410 ) Proceeds from issuance of common units, net of offering costs — 89,119 — — 89,119 Repurchase of common stock (4,261 ) — — — (4,261 ) Dividends paid (69,514 ) — — — (69,514 ) Proceeds from issuance of common stock under employee stock purchase plan 1,223 — — — 1,223 Intercompany borrowings (advances), net (304,900 ) (253,150 ) 231,812 326,238 — Net cash provided by (used in) financing activities (383,053 ) 102,030 231,812 326,238 277,027 Effect of exchange rate changes on cash and cash equivalents — — 850 — 850 Change in cash and cash equivalents (4,695 ) 5,434 14,222 2,537 17,498 Cash and cash equivalents at beginning of period 9,254 3,624 31,821 (4,101 ) 40,598 Cash and cash equivalents at end of period $ 4,559 $ 9,058 $ 46,043 $ (1,564 ) $ 58,096 |
Overview (Details)
Overview (Details) bbl in Millions | 12 Months Ended |
Dec. 31, 2017aPipelinesTrucksmiTrailersbbl | |
Crude Transportation [Member] | |
Schedule Of Overview [Line Items] | |
Number of Trucks | Trucks | 215 |
Number of Trailers | Trailers | 210 |
HFOTCO LLC [Member] | |
Schedule Of Overview [Line Items] | |
Oil Storage Capacity | bbl | 16.8 |
Acres | a | 330 |
White Cliffs Pipeline, LLC [Member] | |
Schedule Of Overview [Line Items] | |
Equity method investment, ownership percentage | 51.00% |
White Cliffs Pipeline, LLC [Member] | Crude Transportation [Member] | |
Schedule Of Overview [Line Items] | |
Equity method investment, ownership percentage | 51.00% |
Ngl Energy Partners Lp [Member] | General Partner [Member] | |
Schedule Of Overview [Line Items] | |
Equity method investment, ownership percentage | 11.78% |
Gulf Coast [Member] | Crude Transportation [Member] | |
Schedule Of Overview [Line Items] | |
Number of Pipelines | Pipelines | 3 |
Number of Miles | mi | 106 |
Consolidation And Basis Of Pr57
Consolidation And Basis Of Presentation (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Consolidation And Basis Of Presentation [Line Items] | ||
Property, plant and equipment | $ 3,315,131 | $ 1,762,072 |
SemCAMS [Member] | Operating Segments [Member] | ||
Consolidation And Basis Of Presentation [Line Items] | ||
Property, plant and equipment | $ 416,100 | |
White Cliffs Pipeline, LLC [Member] | ||
Consolidation And Basis Of Presentation [Line Items] | ||
Equity method investment, ownership percentage | 51.00% | |
General Partner [Member] | Ngl Energy Partners Lp [Member] | ||
Consolidation And Basis Of Presentation [Line Items] | ||
Equity method investment, ownership percentage | 11.78% |
Summary of Significant Accoun58
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Pipelines and related facilities [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life property, plant and equipment (in years) | 10 years |
Pipelines and related facilities [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life property, plant and equipment (in years) | 31 years |
Storage and terminal facilities [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life property, plant and equipment (in years) | 10 years |
Storage and terminal facilities [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life property, plant and equipment (in years) | 25 years |
Natural gas gathering and processing facilities [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life property, plant and equipment (in years) | 10 years |
Natural gas gathering and processing facilities [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life property, plant and equipment (in years) | 31 years |
Trucking equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life property, plant and equipment (in years) | 3 years |
Trucking equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life property, plant and equipment (in years) | 7 years |
Office and other property and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life property, plant and equipment (in years) | 3 years |
Office and other property and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life property, plant and equipment (in years) | 31 years |
Summary of Significant Accoun59
Summary of Significant Accounting Policies (Details Textual) $ in Thousands | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($)Country | Jan. 01, 2017USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 288 | ||
Number of countries in which segments operate | Country | 4 | ||
SemCAMS [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage mark-up on pass-through of recoverable maintenance costs | 10.00% | ||
Minimum [Member] | SemCAMS [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Maintenance period | 4 years | ||
Maximum [Member] | SemCAMS [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Maintenance period | 5 years | ||
Accounting Standards Update 2014-09 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Amortization period of contract term, years | 20 years | ||
Accumulated Deficit [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 2,361 | ||
Accumulated Deficit [Member] | Accounting Standards Update 2014-09 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 10,000 | ||
Additional Paid-in Capital [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ (2,073) | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ (1,700) | ||
Accumulated Deficit [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 2,100 |
Disposals of Long-Lived Asset60
Disposals of Long-Lived Assets Disposals of Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement [Line Items] | |||||||||||
Other Asset Impairment Charges | $ 3,727 | ||||||||||
Loss (gain) on disposal or impairment | $ (30,468) | $ 41,625 | $ (234) | $ 2,410 | $ 38 | $ 1,018 | $ 1,685 | $ 13,307 | 13,333 | $ 16,048 | $ 11,472 |
Sem Logistics [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | |||||||||||
Statement [Line Items] | |||||||||||
Impairment of Long-Lived Assets to be Disposed of | 76,700 | 76,661 | |||||||||
SemMexico [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | |||||||||||
Statement [Line Items] | |||||||||||
Impairment of Long-Lived Assets to be Disposed of | 13,500 | 13,511 | |||||||||
SemGas [Member] | |||||||||||
Statement [Line Items] | |||||||||||
Other Asset Impairment Charges | 30,985 | ||||||||||
Goodwill, Impairment Loss | $ 13,052 | ||||||||||
Crude Transportation [Member] | |||||||||||
Statement [Line Items] | |||||||||||
Goodwill, Impairment Loss | $ 26,600 | 26,628 | $ 9,488 | ||||||||
Impairment of Intangible Assets, Finite-lived | 12,100 | 12,087 | |||||||||
Glass Mountain Pipeline Llc [Member] | |||||||||||
Statement [Line Items] | |||||||||||
Equity Method Investment, Realized Gain on Disposal | $ (150,300) | $ (150,266) |
Disposals of Long-Lived Asset61
Disposals of Long-Lived Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 23, 2018 | Jan. 05, 2018 | |
Current assets held for sale | $ 38,063 | $ 38,063 | $ 0 | |||
Current liabilities held for sale | 23,847 | 23,847 | 0 | |||
Other Asset Impairment Charges | 3,727 | |||||
Proceeds from sale of equity method investment and other long-lived assets | 314,821 | $ 151 | $ 3,688 | |||
SemGas [Member] | ||||||
Other Asset Impairment Charges | 30,985 | |||||
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | SemMexico [Member] | ||||||
Impairment of Long-Lived Assets to be Disposed of | 13,500 | 13,511 | ||||
Disposal Group, Including Discontinued Operation, Foreign Currency Translation Gains (Losses) | (30,900) | |||||
Disposal Group, Including Discontinued Operation, Pre Tax Income (Loss) | (8,200) | |||||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment | 29,400 | 29,400 | ||||
Current assets held for sale | 34,900 | 34,900 | ||||
Current liabilities held for sale | 19,400 | 19,400 | ||||
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Sem Logistics [Member] | ||||||
Impairment of Long-Lived Assets to be Disposed of | 76,700 | 76,661 | ||||
Disposal Group, Including Discontinued Operation, Foreign Currency Translation Gains (Losses) | (22,800) | |||||
Disposal Group, Including Discontinued Operations, Net Realizable Value | 71,500 | 71,500 | ||||
Disposal Group, Including Discontinued Operation, Pre Tax Income (Loss) | (73,000) | |||||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment | 136,800 | 136,800 | ||||
Current assets held for sale | 3,100 | 3,100 | ||||
Current liabilities held for sale | $ 4,400 | $ 4,400 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Kansas gas gathering and compression assets [Member] | SemGas [Member] | ||||||
Gain (loss) on disposal | (1,700) | |||||
Proceeds from sale of equity method investment and other long-lived assets | $ 1,000 | |||||
Subsequent Event [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | SemMexico [Member] | ||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 55,000 | |||||
Subsequent Event [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Sem Logistics [Member] | ||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 71,500 |
Acquisitions Acquisitions (Deta
Acquisitions Acquisitions (Details) - USD ($) $ in Thousands | Jul. 17, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 257,302 | $ 34,230 | $ 48,032 | $ 58,326 | |
HFOTCO LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 3,583 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 11,101 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 5,277 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,327,168 | ||||
Goodwill | 257,302 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 72,392 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 1,967,823 | ||||
Payments to Acquire Businesses, Gross | 297,822 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 330,341 | ||||
Interest rate swaps acquired through acquisition (Note 5) | 549,900 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 9,876 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | 5,500 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 760,500 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 13,884 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 789,760 | ||||
Business Combination, Consideration Transferred | 1,967,823 | ||||
Customer Contracts [Member] | HFOTCO LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,000 | ||||
Customer Relationships [Member] | HFOTCO LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 260,000 | ||||
Noncompete Agreements [Member] | HFOTCO LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 30,000 |
Acquisitions (Details 1)
Acquisitions (Details 1) - HFOTCO LLC [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $ 2,168,747 | $ 1,491,142 |
Business Acquisition, Pro Forma Net Income (Loss) | $ (22,649) | $ (23,011) |
Business Acquisition, Pro Forma Earnings Per Share, Basic and Diluted | $ (0.29) | $ (0.54) |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jul. 17, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||||||||
Goodwill, Amortization Period for Income Taxes | 15 years | 15 years | |||||||||||
Revenue, Net | $ 606,806 | $ 545,922 | $ 473,089 | $ 456,100 | $ 402,172 | $ 327,764 | $ 287,377 | $ 314,851 | $ 2,081,917 | $ 1,332,164 | $ 1,455,094 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (2,619) | $ 19,103 | $ (9,611) | $ 10,277 | $ (12,000) | $ 4,632 | $ (10,787) | $ 4,893 | 17,150 | (13,262) | (42,812) | ||
Gain on pension curtailment | $ (3,008) | $ 0 | $ 0 | ||||||||||
Common Class A [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Acquisitions | 12,383,900 | 13,140,020 | |||||||||||
HFOTCO LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments to acquire businesses | $ 297,822 | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 12,400,000 | ||||||||||||
Interest rate swaps acquired through acquisition (Note 5) | $ 549,900 | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 330,341 | ||||||||||||
Business Acquisition, Share Price | $ 26.68 | ||||||||||||
Revenue, Net | $ 76,900 | ||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 2,400 | ||||||||||||
Business Acquisition, Transaction Costs | $ 19,200 | ||||||||||||
Gain on pension curtailment | $ (3,000) | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | $ 13,884 | ||||||||||||
Pro Forma Cash Consideration Interest Rate | 5.50% | ||||||||||||
Pro Forma Historical Blended Statutory Tax Rate | 37.80% | 37.70% | |||||||||||
HFOTCO LLC [Member] | Common Class A [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Acquisitions | 12,400,000 | ||||||||||||
Rose Rock Midstream L P [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 5,300 | ||||||||||||
Income Tax Effects Allocated Directly to Equity, Equity Transactions | $ 143,300 | $ (143,300) | |||||||||||
Rose Rock Midstream L P [Member] | Common Class A [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Acquisitions | 13,100,000 | ||||||||||||
Second Payment [Member] | HFOTCO LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Interest rate swaps acquired through acquisition (Note 5) | $ 600,000 | ||||||||||||
Debt prepayment discount rate, annual rate | 5.00% | ||||||||||||
Total payable if not redeemed by first due date | $ 680,000 | ||||||||||||
Fair Value Inputs, Discount Rate | 8.00% | ||||||||||||
Pro Forma Interest Expense Interest Rate | 8.00% | ||||||||||||
Secured Debt [Member] | HFOTCO LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Interest rate swaps acquired through acquisition (Note 5) | $ 766,000 | ||||||||||||
Customer Relationships [Member] | HFOTCO LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 28 years 6 months | ||||||||||||
Historical Customer Attrition Rate | 5.00% | ||||||||||||
Customer Contracts [Member] | HFOTCO LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 3 years | ||||||||||||
Other Pension, Postretirement and Supplemental Plans [Member] | HFOTCO LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | $ 10,000 | $ 7,000 | $ 7,000 |
Equity Method Investments (Inve
Equity Method Investments (Investment Summary) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Gain (loss) on issuance of common units by equity method investee | $ 0 | $ 0 | $ 0 | $ (41,000) | $ 0 | $ (41,000) | $ 6,385,000 | |||||
Equity method investments | $ 285,281,000 | 434,289,000 | 285,281,000 | 434,289,000 | ||||||||
Earnings from equity method investments | 15,120,000 | $ 17,367,000 | $ 17,753,000 | $ 17,091,000 | 17,763,000 | $ 15,845,000 | $ 17,078,000 | $ 23,071,000 | 67,331,000 | 73,757,000 | 81,386,000 | |
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital | 95,522,000 | 104,168,000 | 119,542,000 | |||||||||
White Cliffs Pipeline, LLC [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Equity method investments | 266,362,000 | 281,734,000 | 266,362,000 | 281,734,000 | ||||||||
Earnings from equity method investments | 59,851,000 | 69,007,000 | 70,238,000 | |||||||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital | 77,511,000 | 88,839,000 | 86,845,000 | |||||||||
Ngl Energy Partners Lp [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Gain (loss) on issuance of common units by equity method investee | (41,000) | 6,400,000 | ||||||||||
Equity method investments | 18,919,000 | 18,933,000 | 18,919,000 | 18,933,000 | ||||||||
Earnings from equity method investments | [1] | (14,000) | 2,188,000 | 5,031,000 | ||||||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital | 0 | 4,873,000 | 19,074,000 | |||||||||
Glass Mountain Pipeline LLC [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Equity method investments | $ 0 | $ 133,622,000 | 0 | 133,622,000 | ||||||||
Earnings from equity method investments | 7,494,000 | 2,562,000 | 6,117,000 | |||||||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital | $ 18,011,000 | $ 10,456,000 | $ 13,623,000 | |||||||||
[1] | (1) Excluding a loss on issuance of common units of $41.0 thousand for the year ended December 31, 2016, and a gain on the issuance of common units of $6.4 million for the year ended December 31, 2015. |
Equity Method Investments (Deta
Equity Method Investments (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 22, 2017 | Apr. 27, 2016 | |
Investment in Non Consolidated Subsidiaries (Textual) [Abstract] | ||||||||||
Gain (loss) on issuance of common units by equity method investee | $ 0 | $ 0 | $ 0 | $ (41,000) | $ 0 | $ (41,000) | $ 6,385,000 | |||
Payments to Acquire Equity Method Investments | 26,444,000 | 4,188,000 | 46,730,000 | |||||||
Proceeds from Sale of Equity Method Investments | 0 | 60,483,000 | 56,318,000 | |||||||
Proceeds from sale of common units of equity method investee | $ 0 | 60,483,000 | 56,318,000 | |||||||
White Cliffs Pipeline, LLC [Member] | ||||||||||
Investment in Non Consolidated Subsidiaries (Textual) [Abstract] | ||||||||||
Percentage of ownership interest | 51.00% | 51.00% | ||||||||
Payments to Acquire Equity Method Investments | $ 1,400,000 | 2,200,000 | 42,800,000 | |||||||
Ngl Energy Partners Lp [Member] | ||||||||||
Investment in Non Consolidated Subsidiaries (Textual) [Abstract] | ||||||||||
Gain (loss) on issuance of common units by equity method investee | (41,000) | 6,400,000 | ||||||||
Proceeds from Sale of Equity Method Investments | $ 60,500,000 | $ 56,300,000 | ||||||||
Equity Method Investment Units Sold | 4,652,568 | 1,999,533 | ||||||||
Proceeds from sale of common units of equity method investee | $ 60,500,000 | $ 56,300,000 | ||||||||
Transaction related costs | 500,000 | |||||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | 9,100,000 | $ 14,500,000 | ||||||||
Glass Mountain Pipeline LLC [Member] | ||||||||||
Investment in Non Consolidated Subsidiaries (Textual) [Abstract] | ||||||||||
Percentage of ownership interest | 50.00% | 50.00% | ||||||||
Proceeds from Sale of Equity Method Investments | 300,000,000 | |||||||||
Proceeds from sale of common units of equity method investee | 300,000,000 | |||||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 150,300,000 | $ 150,266,000 | ||||||||
General Partner [Member] | Ngl Energy Partners Lp [Member] | ||||||||||
Investment in Non Consolidated Subsidiaries (Textual) [Abstract] | ||||||||||
Percentage of ownership interest | 11.78% | 11.78% | ||||||||
Limited Partner [Member] | Ngl Energy Partners Lp [Member] | ||||||||||
Investment in Non Consolidated Subsidiaries (Textual) [Abstract] | ||||||||||
Equity Method Investment Units Sold Price Per Share | $ 13 | |||||||||
Equity Method Investment, Other than Temporary Impairment | $ 39,800,000 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information | |||||||||||
Revenue | $ 606,806 | $ 545,922 | $ 473,089 | $ 456,100 | $ 402,172 | $ 327,764 | $ 287,377 | $ 314,851 | $ 2,081,917 | $ 1,332,164 | $ 1,455,094 |
Earnings from equity method investments | 67,331 | 73,716 | 87,771 | ||||||||
Depreciation and amortization expense | 158,421 | 98,804 | 100,882 | ||||||||
Loss (gain) on disposal or impairment | (30,468) | 41,625 | (234) | 2,410 | 38 | 1,018 | 1,685 | 13,307 | 13,333 | 16,048 | 11,472 |
Income tax expense (benefit) | 31,141 | (37,249) | 3,625 | 95 | 16,119 | 11,898 | 4,658 | (21,407) | (2,388) | 11,268 | 33,530 |
Additions to long-lived assets | 2,521,080 | 324,681 | 526,444 | ||||||||
Total assets | 5,376,817 | 3,074,972 | 5,376,817 | 3,074,972 | |||||||
Equity method investments | 285,281 | 434,289 | 285,281 | 434,289 | |||||||
General and Administrative Expense | 110,373 | 83,908 | 97,366 | ||||||||
Interest expense | 103,009 | 62,650 | 69,675 | ||||||||
Loss on early extinguishment of debt | 19,930 | 0 | 0 | ||||||||
Foreign currency transaction loss (gain) | (4,709) | 4,759 | (1,067) | ||||||||
Loss (gain) on sale or impairment of non-operated equity method investment | 0 | 30,644 | (14,517) | ||||||||
Other expense (income), net | (1,226) | (994) | (1,284) | ||||||||
Loss from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | (3) | 2 | 2 | 0 | 1 | 4 | ||||
Net income (loss) | 2,619 | $ (19,103) | $ 9,611 | $ (10,277) | 12,000 | $ (4,632) | $ 10,787 | $ (4,893) | (17,150) | 13,262 | 42,812 |
Crude Transportation [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 74,993 | 64,853 | 81,991 | ||||||||
Crude Facilities [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 42,327 | 45,956 | 45,936 | ||||||||
Crude Supply and Logistics [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 1,299,343 | 716,570 | 716,784 | ||||||||
HFOTCO LLC [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 76,885 | 0 | 0 | ||||||||
SemGas [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 222,048 | 208,042 | 231,569 | ||||||||
SemCAMS [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 183,232 | 133,216 | 136,197 | ||||||||
Corporate and reconciling items [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 183,089 | 163,527 | 242,617 | ||||||||
Earnings from equity method investments | (14) | 2,147 | 11,416 | ||||||||
Depreciation and amortization expense | 14,094 | 13,318 | 14,651 | ||||||||
Income tax expense (benefit) | (11,613) | 7,601 | 28,683 | ||||||||
Segment profit | 33,237 | 39,534 | 56,822 | ||||||||
Additions to long-lived assets | 18,062 | 28,020 | 21,259 | ||||||||
Total assets | 271,806 | 327,526 | 271,806 | 327,526 | |||||||
Equity method investments | 18,919 | 18,933 | 18,919 | 18,933 | |||||||
Operating segments and corporate nonsegment [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Segment profit | 406,523 | 350,096 | 373,852 | ||||||||
Segment Reconciling Items [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Depreciation and amortization expense | 158,421 | 98,804 | 100,882 | ||||||||
Loss (gain) on disposal or impairment | 13,333 | 16,048 | 11,472 | ||||||||
Income tax expense (benefit) | (2,388) | 11,268 | 33,530 | ||||||||
EBITDA Adjustment to Equity Earnings | 26,890 | 28,757 | 32,965 | ||||||||
Net unrealized (gain) loss related to derivative instruments | 40 | 989 | 2,014 | ||||||||
General and Administrative Expense | 110,373 | 83,908 | 97,366 | ||||||||
Interest expense | 103,009 | 62,650 | 69,675 | ||||||||
Loss on early extinguishment of debt | 19,930 | 0 | 0 | ||||||||
Foreign currency transaction loss (gain) | (4,709) | 4,759 | (1,067) | ||||||||
Loss (gain) on sale or impairment of non-operated equity method investment | 0 | 30,644 | (14,517) | ||||||||
Other expense (income), net | (1,226) | (994) | (1,284) | ||||||||
Loss from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 1 | 4 | ||||||||
Operating Segments [Member] | Crude Transportation [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Earnings from equity method investments | 67,345 | 71,569 | 76,355 | ||||||||
Depreciation and amortization expense | 35,953 | 24,483 | 35,500 | ||||||||
Segment profit | 133,505 | 119,726 | 125,120 | ||||||||
Additions to long-lived assets | 262,728 | 230,139 | 219,227 | ||||||||
Total assets | 1,039,399 | 1,042,327 | 1,039,399 | 1,042,327 | |||||||
Equity method investments | 266,362 | 415,356 | 266,362 | 415,356 | |||||||
Operating Segments [Member] | Crude Facilities [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Depreciation and amortization expense | 8,113 | 7,781 | 5,829 | ||||||||
Segment profit | 41,967 | 47,039 | 37,351 | ||||||||
Additions to long-lived assets | 4,775 | 6,439 | 30,118 | ||||||||
Total assets | 153,953 | 156,907 | 153,953 | 156,907 | |||||||
Operating Segments [Member] | Crude Supply and Logistics [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Depreciation and amortization expense | 400 | 185 | 159 | ||||||||
Segment profit | (7,801) | 24,003 | 30,899 | ||||||||
Additions to long-lived assets | 2,233 | 3,664 | 2,564 | ||||||||
Total assets | 674,684 | 484,475 | 674,684 | 484,475 | |||||||
Operating Segments [Member] | HFOTCO LLC [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Depreciation and amortization expense | 44,272 | 0 | 0 | ||||||||
Income tax expense (benefit) | 362 | 0 | 0 | ||||||||
Segment profit | 61,536 | 0 | 0 | ||||||||
Additions to long-lived assets | 2,019,482 | 0 | 0 | ||||||||
Total assets | 2,003,298 | 0 | 2,003,298 | 0 | |||||||
Operating Segments [Member] | SemGas [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Depreciation and amortization expense | 37,059 | 36,170 | 31,803 | ||||||||
Segment profit | 67,805 | 66,530 | 73,422 | ||||||||
Additions to long-lived assets | 100,537 | 21,913 | 110,908 | ||||||||
Total assets | 714,777 | 683,952 | 714,777 | 683,952 | |||||||
Operating Segments [Member] | SemCAMS [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Depreciation and amortization expense | 18,530 | 16,867 | 12,940 | ||||||||
Income tax expense (benefit) | 8,863 | 3,667 | 4,847 | ||||||||
Segment profit | 76,274 | 53,264 | 50,238 | ||||||||
Additions to long-lived assets | 113,263 | 34,506 | 142,368 | ||||||||
Total assets | $ 518,900 | $ 379,785 | 518,900 | 379,785 | |||||||
Intersegment Eliminations [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | (53,703) | (48,480) | (35,626) | ||||||||
Intersegment Eliminations [Member] | Crude Transportation [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 31,939 | 26,878 | 15,021 | ||||||||
Intersegment Eliminations [Member] | Crude Facilities [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | 10,594 | 10,674 | 0 | ||||||||
Intersegment Eliminations [Member] | SemGas [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenue | $ 11,170 | $ 10,928 | $ 20,605 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Crude oil | $ 101,665 | $ 89,683 |
Asphalt and other | 0 | 9,551 |
Inventories | $ 101,665 | $ 99,234 |
Inventories (Details Textual)
Inventories (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Inventory [Line Items] | |||
Inventory valuation adjustment | $ 455,000 | $ 0 | $ 2,590,000 |
Disposal Group, Including Discontinued Operation, Inventory, Current | 15,600,000 | ||
Crude Supply and Logistics [Member] | Crude Oil [Member] | |||
Inventory [Line Items] | |||
Inventory valuation adjustment | $ 500,000 |
Other Assets (Details 1)
Other Assets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid Expense | $ 8,746 | $ 6,801 |
Deferred Tax Assets, Net, Current | 0 | 2,244 |
Other Assets, Miscellaneous, Current | 5,551 | 9,585 |
Other Assets, Current | $ 14,297 | $ 18,630 |
Other Assets (Details 2)
Other Assets (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Issuance Costs, Line of Credit Arrangements, Net | $ 8,774 | $ 10,242 |
Direct Financing Lease, Net Investment in Lease | 67,825 | 0 |
Deferred Tax Assets, Net, Noncurrent | 33,792 | 43,431 |
Other Assets, Miscellaneous, Noncurrent | 22,209 | 3,856 |
Other Assets, Noncurrent | $ 132,600 | $ 57,529 |
Other Assets Other Assets (Deta
Other Assets Other Assets (Details 3) $ in Thousands | Dec. 31, 2017USD ($) |
Other Assets [Abstract] | |
Capital Leases, Future Minimum Payments Receivable, Next Twelve Months | $ 12,833 |
Capital Leases, Future Minimum Payments, Receivable in Two Years | 12,837 |
Capital Leases, Future Minimum Payments, Receivable in Three Years | 12,841 |
Capital Leases, Future Minimum Payments, Receivable in Four Years | 12,845 |
Capital Leases, Future Minimum Payments, Receivable in Five Years | 12,849 |
Capital Leases, Future Minimum Payments, Receivable Thereafter | 31,068 |
Capital Leases, Future Minimum Payments Receivable | $ 95,273 |
Property, Plant and Equipment73
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,759,973 | $ 2,155,707 |
Accumulated depreciation | (444,842) | (393,635) |
Property, plant and equipment, net | 3,315,131 | 1,762,072 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 273,168 | 90,337 |
Pipelines and related facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 926,799 | 398,053 |
Storage and terminal facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,111,001 | 279,506 |
Natural gas gathering and processing facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 940,130 | 874,704 |
Linefill [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 25,747 | 25,804 |
Trucking equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 45,162 | 45,417 |
Office and other property and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 63,052 | 61,146 |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 374,914 | $ 380,740 |
Property, Plant and Equipment74
Property, Plant and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 3,759,973 | $ 2,155,707 | |
Depreciation | 126,300 | 87,900 | $ 90,500 |
Capitalized interest costs | 18,400 | 17,000 | $ 1,000 |
Use Rights [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 106,200 | $ 76,800 | |
Useful life property, plant and equipment (in years) | 20 years |
Goodwill and Other Intangible75
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill [Line Items] | ||||
Goodwill | $ 257,302 | $ 34,230 | $ 48,032 | $ 58,326 |
Crude Transportation [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 0 | 26,628 | ||
HFOTCO LLC [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | 257,302 | 0 | ||
Corporate, Non-Segment [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 0 | $ 7,602 |
Goodwill and Other Intangible76
Goodwill and Other Intangible Assets (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | $ 34,230 | $ 48,032 | $ 58,326 | |
Currency translation adjustments | 206 | (750) | (806) | |
Goodwill, Ending Balance | 257,302 | 34,230 | 48,032 | |
SemGas [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Impairment Loss | (13,052) | |||
Crude Transportation [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | 26,628 | |||
Goodwill, Impairment Loss | $ (26,600) | (26,628) | $ (9,488) | |
Goodwill, Ending Balance | 0 | 26,628 | ||
HFOTCO LLC [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Beginning Balance | 0 | |||
Goodwill, Acquired During Period | 257,302 | |||
Goodwill, Ending Balance | 257,302 | $ 0 | ||
SemMexico [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Reclassification to Held-for-sale | $ (7,808) |
Goodwill and Other Intangible77
Goodwill and Other Intangible Assets (Details 2) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | $ 455,052 | $ 189,996 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (56,409) | (39,018) | ||
Finite-lived intangible assets, net | 398,643 | 150,978 | $ 162,223 | $ 173,065 |
Customer Relationships [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 424,000 | 187,114 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (49,717) | (36,601) | ||
Finite-lived intangible assets, net | 374,283 | 150,513 | ||
Noncompete Agreements [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 30,000 | 0 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (6,250) | 0 | ||
Finite-lived intangible assets, net | 23,750 | 0 | ||
Trade Names [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 52 | 421 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (42) | (366) | ||
Finite-lived intangible assets, net | 10 | 55 | ||
Customer Contracts [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 1,000 | 0 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (400) | 0 | ||
Finite-lived intangible assets, net | 600 | 0 | ||
Unpatented Technology [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 0 | 2,461 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | (2,051) | ||
Finite-lived intangible assets, net | $ 0 | $ 410 |
Goodwill and Other Intangible78
Goodwill and Other Intangible Assets (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Net, beginning balance | $ 150,978 | $ 162,223 | $ 173,065 | |
Amortization | (30,628) | (10,928) | (10,334) | |
Currency translation adjustments | 95 | (317) | (508) | |
Finite-Lived Intangible Assets, Net, ending balance | $ 398,643 | 398,643 | $ 150,978 | $ 162,223 |
HFOTCO LLC [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Customer contract intangible asset acquired | 291,000 | |||
Crude Transportation [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of Intangible Assets, Finite-lived | $ (12,100) | (12,087) | ||
SemMexico [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Reclassification to Held-For-Sale | $ (715) |
Goodwill and Other Intangible79
Goodwill and Other Intangible Assets (Details 4) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill And Other Intangible Assets [Abstract] | ||||
For year ending, December 31, 2015 | $ 33,605 | |||
For year ending, December 31, 2016 | 39,455 | |||
For year ending, December 31, 2017 | 30,000 | |||
For year ending, December 31, 2018 | 30,200 | |||
For year ending, December 31, 2019 | 28,600 | |||
Thereafter | 236,783 | |||
Total estimated amortization expense | $ 398,643 | $ 150,978 | $ 162,223 | $ 173,065 |
Goodwill and Other Intangible80
Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | Jul. 17, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill [Line Items] | ||||||
Goodwill, Amortization Period for Income Taxes | 15 years | 15 years | ||||
SemGas [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill, Impairment Loss | $ 13,052 | |||||
Crude Transportation [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill, Impairment Loss | $ 26,600 | $ 26,628 | $ 9,488 | |||
Impairment of Intangible Assets, Finite-lived | $ 12,100 | $ 12,087 |
Financial Instruments Fair Valu
Financial Instruments Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | $ 2,564 | $ 0 |
Derivative Liability | 2,596 | 1,328 |
Derivative Assets (Liabilities), at Fair Value, Net | (32) | (1,328) |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 602 | 68 |
Derivative Liability, Fair Value, Gross Liability | 1,970 | 1,396 |
Derivative Assets (Liabilities), at Fair Value, Net | (1,368) | (1,328) |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 2,564 | 0 |
Derivative Liability, Fair Value, Gross Liability | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | 2,564 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 0 | 0 |
Derivative Liability, Fair Value, Gross Liability | 1,228 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | (1,228) | 0 |
Fair Value, Measurements, Recurring [Member] | Commodity Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 0 | 0 |
Derivative Liability | 1,368 | 1,328 |
Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 1,228 | 0 |
Fair Value, Measurements, Recurring [Member] | Foreign Exchange Forward [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 2,564 | 0 |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 1,200 | |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | (1,228) | 0 |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 2,600 | |
Not Designated as Hedging Instrument [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Liability | (602) | (68) |
Derivative Liability, Fair Value, Gross Asset | (602) | (68) |
Not Designated as Hedging Instrument [Member] | Fair Value, Measurements, Recurring [Member] | Commodity Contract [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | 602 | 68 |
Derivative Asset, Fair Value, Gross Liability | (602) | (68) |
Derivative Liability, Fair Value, Gross Liability | 1,970 | 1,396 |
Derivative Liability, Fair Value, Gross Asset | (602) | $ (68) |
Not Designated as Hedging Instrument [Member] | Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Fair Value, Gross Liability | 1,228 | |
Not Designated as Hedging Instrument [Member] | Fair Value, Measurements, Recurring [Member] | Foreign Exchange Forward [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset, Fair Value, Gross Asset | $ 2,564 |
Financial Instruments and Con82
Financial Instruments and Concentrations of Risk Financial Instruments Transfers In and Out of Level 3 (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | |
Realized/Unrealized (gain) loss included in earnings | $ (1,100) |
Fair Value, Measurements, Recurring [Member] | |
Net liabilities - beginning balance | 1,328 |
Net liabilities - ending balance | 32 |
Fair Value, Inputs, Level 3 [Member] | Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | |
Net liabilities - beginning balance | 0 |
Interest rate swaps acquired through acquisition (Note 5) | 3,275 |
Transfers out of Level 3 | 0 |
Realized/Unrealized (gain) loss included in earnings | (1,124) |
Settlements | (923) |
Net liabilities - ending balance | 1,228 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | |
Net liabilities - beginning balance | 0 |
Net liabilities - ending balance | $ 1,228 |
Financial Instruments Notional
Financial Instruments Notional Amounts (Details) - Not Designated as Hedging Instrument [Member] - Commodity Contract [Member] - bbl bbl in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Short [Member] | |||
Derivative, Nonmonetary Notional Amount, Volume | 12,979 | 33,694 | 23,228 |
Long [Member] | |||
Derivative, Nonmonetary Notional Amount, Volume | 13,430 | 33,819 | 22,946 |
Financial Instruments Fair Va84
Financial Instruments Fair Value of Commodity Derivative Assets and Liabilities (Details) - Not Designated as Hedging Instrument [Member] - Commodity Contract [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | $ 0 | $ 0 |
Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability | $ 1,368 | $ 1,328 |
Financial Instruments Realized
Financial Instruments Realized and Unrealized Gains and Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Realized and unrealized gains (losses) from commodity derivatives | $ (2,193) | $ (4,485) | $ 8,146 |
Financial Instruments Foreign A
Financial Instruments Foreign Assets and Liabilites (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Concentration of net assets outside of the U.S. | ||||
Cash and cash equivalents | $ 93,699 | $ 74,216 | $ 58,096 | $ 40,598 |
Other current assets | 14,297 | 18,630 | ||
Total assets | 5,376,817 | 3,074,972 | ||
Current liabilities | 766,561 | $ 488,355 | ||
Subsidiaries [Member] | CANADA | ||||
Concentration of net assets outside of the U.S. | ||||
Cash and cash equivalents | 33,601 | |||
Other current assets | 62,790 | |||
Noncurrent assets | 427,259 | |||
Total assets | 523,650 | |||
Current liabilities | 64,056 | |||
Noncurrent liabilities | 71,309 | |||
Total liabilities | 135,365 | |||
Net assets | 388,285 | |||
Subsidiaries [Member] | UNITED KINGDOM | ||||
Concentration of net assets outside of the U.S. | ||||
Cash and cash equivalents | 13,185 | |||
Other current assets | 3,150 | |||
Noncurrent assets | 136,800 | |||
Total assets | 153,135 | |||
Current liabilities | 4,410 | |||
Noncurrent liabilities | 13,016 | |||
Total liabilities | 17,426 | |||
Net assets | 135,709 | |||
Subsidiaries [Member] | MEXICO | ||||
Concentration of net assets outside of the U.S. | ||||
Cash and cash equivalents | 9,581 | |||
Other current assets | 35,044 | |||
Noncurrent assets | 42,272 | |||
Total assets | 86,897 | |||
Current liabilities | 19,574 | |||
Noncurrent liabilities | 716 | |||
Total liabilities | 20,290 | |||
Net assets | 66,607 | |||
Subsidiaries [Member] | Non-US [Member] | ||||
Concentration of net assets outside of the U.S. | ||||
Cash and cash equivalents | 56,367 | |||
Other current assets | 100,984 | |||
Noncurrent assets | 606,331 | |||
Total assets | 763,682 | |||
Current liabilities | 88,040 | |||
Noncurrent liabilities | 85,041 | |||
Total liabilities | 173,081 | |||
Net assets | $ 590,601 |
Financial Instruments and Con87
Financial Instruments and Concentrations of Risk (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($)employees | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)employees | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Margin deposits | $ 1,900 | $ 3,600 | $ 1,900 | $ 3,600 | |||||||
Derivative Asset, Fair Value, Amount Offset Against Collateral | 500 | 2,300 | 500 | 2,300 | |||||||
Revenue, Net | $ 606,806 | $ 545,922 | $ 473,089 | $ 456,100 | $ 402,172 | $ 327,764 | $ 287,377 | $ 314,851 | 2,081,917 | 1,332,164 | $ 1,455,094 |
SemGas [Member] | |||||||||||
Revenue, Net | $ 222,048 | $ 208,042 | $ 231,569 | ||||||||
Number of Employees, Geographic Area [Member] | Geographic Concentration Risk [Member] | |||||||||||
Number of employees | employees | 1,220 | 1,220 | |||||||||
Non-US [Member] | Number of Employees, Geographic Area [Member] | Geographic Concentration Risk [Member] | |||||||||||
Number of employees | 550 | 550 | |||||||||
Mexico and Canada [Member] | Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | |||||||||||
Number of employees | 130 | 130 | |||||||||
Largest Customer [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||||||||
Revenue, Net | $ 646,100 | ||||||||||
Largest Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||
Concentration of risk, percentage | 29.00% | ||||||||||
Two Largest Producers [Member] | Processing volumes [Member] | Product Concentration Risk [Member] | SemGas [Member] | |||||||||||
Concentration of risk, percentage | 88.00% | ||||||||||
Two Largest Producers [Member] | Gathering volumes [Member] | Product Concentration Risk [Member] | SemGas [Member] | |||||||||||
Concentration of risk, percentage | 91.00% | ||||||||||
Agreements With Annual Renewals [Member] | Mexico and Canada [Member] | Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | |||||||||||
Number of employees | 70 | 70 | |||||||||
Expired Agreements Being Renegotiated [Member] | Mexico and Canada [Member] | Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | |||||||||||
Number of employees | 55 | 55 | |||||||||
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | |||||||||||
Derivative, Notional Amount | $ 491,100 | $ 491,100 | |||||||||
Derivative Liability | 1,200 | 1,200 | |||||||||
Derivative, Gain (Loss) on Derivative, Net | 1,100 | ||||||||||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | |||||||||||
Derivative, Notional Amount | 197,700 | 197,700 | |||||||||
Derivative Asset | $ 2,600 | 2,600 | |||||||||
Derivative, Gain (Loss) on Derivative, Net | $ 2,800 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||||||||
U.S. | $ (64,423) | $ (766) | $ 46,728 | ||||||||
Foreign | 44,885 | 25,297 | 29,618 | ||||||||
Income (loss) from continuing operations before income taxes | $ 33,760 | $ (56,352) | $ 13,236 | $ (10,182) | $ 28,119 | $ 7,263 | $ 15,447 | $ (26,298) | $ (19,538) | $ 24,531 | $ 76,346 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract] | |||||||||||
Foreign | $ 7,058 | $ 2,821 | $ 4,301 | ||||||||
U.S. federal | 0 | 0 | 0 | ||||||||
U.S. state | 383 | 0 | 32 | ||||||||
Current income tax provision (benefit) | 7,441 | 2,821 | 4,333 | ||||||||
Foreign | 5,318 | 4,071 | 4,747 | ||||||||
U.S. federal | (15,379) | 5,142 | 21,865 | ||||||||
U.S. state | 232 | (766) | 2,585 | ||||||||
Deferred income tax provision (benefit) | (9,829) | 8,447 | 29,197 | ||||||||
Provision (benefit) for income taxes | $ 31,141 | $ (37,249) | $ 3,625 | $ 95 | $ 16,119 | $ 11,898 | $ 4,658 | $ (21,407) | $ (2,388) | $ 11,268 | $ 33,530 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||||||||
Income (loss) from continuing operations before income taxes | $ 33,760 | $ (56,352) | $ 13,236 | $ (10,182) | $ 28,119 | $ 7,263 | $ 15,447 | $ (26,298) | $ (19,538) | $ 24,531 | $ 76,346 |
U.S. federal statutory rate | 35.00% | 35.00% | 35.00% | ||||||||
Provision at statutory rate | $ (6,838) | $ 8,586 | $ 26,721 | ||||||||
State income taxes—net of federal benefit | 401 | (498) | 1,701 | ||||||||
Effect of rates other than statutory | (3,842) | (1,966) | (2,306) | ||||||||
Effect of U.S. taxation on foreign branches | 15,710 | 8,854 | 10,366 | ||||||||
Foreign tax adjustment, prior years | 0 | 0 | 7 | ||||||||
Noncontrolling interest | 0 | 3,908 | 4,373 | ||||||||
Foreign tax credit and offset to branch deferreds | 45,245 | (6,026) | (1,740) | ||||||||
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Amount | (7,514) | 0 | 0 | ||||||||
Impact of valuation allowance on deferred tax assets | (65,327) | 6,026 | 1,740 | ||||||||
Foreign withholding taxes | 858 | 18 | 6 | ||||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount | 1,351 | 0 | 0 | ||||||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | 17,638 | 0 | 0 | ||||||||
Other, net | (70) | 182 | 1,408 | ||||||||
Provision (benefit) for income taxes | $ 31,141 | $ (37,249) | $ 3,625 | $ 95 | $ 16,119 | $ 11,898 | $ 4,658 | $ (21,407) | $ (2,388) | $ 11,268 | $ 33,530 |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Components of Deferred Tax Assets [Abstract] | ||
Net operating loss and other credit carryforwards | $ 44,867 | $ 58,129 |
Compensation and benefits | 7,156 | 9,411 |
Inventories | 322 | 231 |
Intangible assets | 16,714 | 34,573 |
Pension plan | 1,760 | 4,811 |
Allowance for doubtful accounts | 956 | 971 |
Deferred revenue | 4,953 | 4,451 |
Deferred Tax Assets, Equity Method Investments | 0 | 54,686 |
Foreign tax credit and offset to branch deferreds | 56,719 | 110,052 |
Other | 28,201 | 46,601 |
less: valuation allowance | (45,682) | (110,243) |
Deferred Tax Assets, Net of Valuation Allowance | 115,966 | 213,673 |
Components of Deferred Tax Liabilities [Abstract] | ||
Intangible assets | (5,074) | (4,709) |
Prepaid expenses | (1,447) | (136) |
Property, plant and equipment | (108,646) | (223,325) |
Equity Investment in partnerships | (24,315) | 0 |
Other | (2,402) | (4,411) |
Total deferred tax liabilities | (141,884) | (232,581) |
Net deferred tax liabilities | $ (25,918) | $ (18,908) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% |
Change in valuation allowance | $ (64,600) | ||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 21.00% | ||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 17,638 | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount | 1,351 | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Amount | 27,600 | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Federal net operating loss | 165,500 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Federal net operating loss | 148,700 | ||
Foreign Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 20,900 | ||
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 400 | ||
Forgein income tax credits | 44,600 | ||
Foreign tax credits and offset to branch deferreds [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Change in valuation allowance | (65,400) | ||
Foreign Net Operating Losses [Domain] | |||
Operating Loss Carryforwards [Line Items] | |||
Change in valuation allowance | 100 | ||
State Net Operating Losses [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Change in valuation allowance | $ 700 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 20, 2017 | Mar. 17, 2017 | Mar. 15, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||
Capital leases | $ 25 | $ 51 | |||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | (30,398) | (19,107) | |||
Total long-term debt | 2,858,620 | 1,050,944 | |||
less: current portion of long-term debt | 5,525 | 26 | |||
Noncurrent portion of long-term debt | $ 2,853,095 | 1,050,918 | |||
Second Payment [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | 8.00% | ||||
Long-term Debt, Gross | $ 565,868 | 0 | |||
HFOTCO LLC [Member] | Term Loan B [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | 5.19% | ||||
Long-term Debt, Gross | $ 532,125 | 0 | |||
HFOTCO LLC [Member] | Tax Exempt Notes Payable due 2050 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | 2.3525% | ||||
Long-term Debt, Gross | $ 225,000 | 0 | |||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 2.50% | ||||
Senior Notes [Member] | Senior Unsecured Notes due 2021 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | 7.50% | 7.50% | |||
Long-term Debt, Gross | $ 0 | 300,000 | |||
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% | 6.375% | |||
Long-term Debt, Gross | $ 325,000 | 0 | |||
Senior Notes [Member] | Senior unsecured notes due 2026 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | 7.25% | 7.25% | |||
Long-term Debt, Gross | $ 300,000 | 0 | |||
Line of Credit [Member] | Revolving Credit Facility [Member] | SemMexico Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 9.1241% | ||||
Long-term Line of Credit | $ 0 | 0 | |||
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 | 4.94% | ||||
Long-term Line of Credit | $ 60,000 | 0 | |||
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 | 6.00% | ||||
Long-term Line of Credit | $ 0 | 20,000 | |||
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 | 3.85733% | ||||
Long-term Line of Credit | $ 131,000 | $ 0 |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) - Senior Notes [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Senior unsecured notes due 2022 [Member] | Debt Instrument, Redemption, Period One [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 104.219% |
Senior unsecured notes due 2022 [Member] | Debt Instrument, Redemption, Period Two [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 102.813% |
Senior unsecured notes due 2022 [Member] | Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 101.406% |
Senior unsecured notes due 2022 [Member] | Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 100.00% |
Senior unsecured notes due 2023 [Member] | Debt Instrument, Redemption, Period One [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 102.813% |
Senior unsecured notes due 2023 [Member] | Debt Instrument, Redemption, Period Two [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 101.406% |
Senior unsecured notes due 2023 [Member] | Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 100.00% |
Senior Unsecured Notes due 2025 [Member] | Debt Instrument, Redemption, Period One [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 103.188% |
Senior Unsecured Notes due 2025 [Member] | Debt Instrument, Redemption, Period Two [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 101.594% |
Senior Unsecured Notes due 2025 [Member] | Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 100.00% |
Senior unsecured notes due 2026 [Member] | Debt Instrument, Redemption, Period One [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 103.625% |
Senior unsecured notes due 2026 [Member] | Debt Instrument, Redemption, Period Two [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 101.813% |
Senior unsecured notes due 2026 [Member] | Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 100.00% |
Long-Term Debt Long-Term Debt (
Long-Term Debt Long-Term Debt (Details 3) $ in Thousands, MXN in Millions | Dec. 31, 2017USD ($) | Dec. 31, 2017MXN |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Interest Rate at Period End | 2.50% | 2.50% |
Letters of credit outstanding | $ 39,385 | |
Bilateral Letter of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Interest Rate at Period End | 1.75% | 1.75% |
Letters of credit outstanding | $ 56,525 | |
SemMexico [Member] | Letter of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Interest Rate at Period End | 0.28% | 0.28% |
Letters of credit outstanding | $ 14,870 | MXN 292.8 |
Long-Term Debt (Details 4)
Long-Term Debt (Details 4) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
Scheduled principal payments in the next twelve months | $ 605,525 |
Scheduled principal payments, year two | 65,500 |
Scheduled principal payments, year three | 5,500 |
Scheduled principal payments, year four | 646,625 |
Scheduled principal payments, year five | 400,000 |
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five | 1,200,000 |
Long term debt and capital lease obligations excluding discount and deferred costs | $ 2,923,150 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) $ in Thousands, MXN in Millions | Sep. 20, 2017USD ($) | Mar. 17, 2017USD ($) | Mar. 15, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017MXN |
Long Term Debt (Textual) [Abstract] | |||||||
Gain (Loss) on Extinguishment of Debt | $ (19,930) | $ 0 | $ 0 | ||||
Redemption Premium | 15,900 | ||||||
Write off of Deferred Debt Issuance Cost | $ 3,600 | ||||||
Senior Notes [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Debt Instrument Redemption Price Percentage of Principal | 35.00% | ||||||
Debt Instrument Redemption Price, Prior to Redemption Dates, Premium, Percentage | 1.00% | ||||||
Early redemption premium | 101.00% | ||||||
Revolving Credit Facility [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Maximum borrowing capacity | $ 1,000,000 | ||||||
Letters of credit outstanding | $ 39,385 | ||||||
Second Payment [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Debt instrument, interest rate stated percentage | 8.00% | 8.00% | |||||
Senior Unsecured Notes due 2021 [Member] | Senior Notes [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Debt instrument, interest rate stated percentage | 7.50% | 7.50% | 7.50% | ||||
Debt Instrument, Face Amount | $ 300,000 | ||||||
HFOTCO Credit Facility [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Maximum borrowing capacity | $ 75,000 | ||||||
Line of Credit Facility, Covenant Terms | 7.50 | ||||||
Senior Unsecured Notes due 2025 [Member] | Senior Notes [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Debt instrument, interest rate stated percentage | 6.375% | 6.375% | 6.375% | ||||
Debt Instrument, Face Amount | $ 325,000 | ||||||
Debt Instrument, Discount, Percentage | 98.467% | ||||||
Debt Instrument, Unamortized Discount | $ 5,000 | ||||||
Proceeds from Issuance of Debt | 315,100 | ||||||
Debt Issuance Costs, Gross | 4,900 | ||||||
Senior unsecured notes due 2026 [Member] | Senior Notes [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Debt instrument, interest rate stated percentage | 7.25% | 7.25% | 7.25% | ||||
Debt Instrument, Face Amount | $ 300,000 | ||||||
Debt Instrument, Discount, Percentage | 98.453% | ||||||
Debt Instrument, Unamortized Discount | $ 4,600 | ||||||
Proceeds from Issuance of Debt | 290,300 | ||||||
Debt Issuance Costs, Gross | $ 5,100 | ||||||
HFOTCO LLC [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Amount of Restricted Net Assets for Consolidated and Unconsolidated Subsidiaries | $ 1,100,000 | ||||||
HFOTCO LLC [Member] | Term Loan B [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Debt instrument, interest rate stated percentage | 5.19% | 5.19% | |||||
Debt Instrument, Periodic Payment, Principal | $ 1,400 | ||||||
HFOTCO LLC [Member] | Tax Exempt Notes Payable due 2050 [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Debt instrument, interest rate stated percentage | 2.3525% | 2.3525% | |||||
SemMexico [Member] | Letter of Credit [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Letters of credit outstanding | $ 14,870 | MXN 292.8 | |||||
SemMexico [Member] | MXP facility [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Maximum borrowing capacity | 3,600 | MXN 70 | |||||
Fair Value, Inputs, Level 3 [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Long-term Debt, Fair Value | $ 2,900,000 | ||||||
Tender Offer [Member] | Senior Unsecured Notes due 2021 [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Extinguishment of Debt, Amount | $ 290,000 | ||||||
Notes called [Member] | Senior Unsecured Notes due 2021 [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Extinguishment of Debt, Amount | $ 10,000 | ||||||
US Treasury Rate [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Debt Instrument Redemption Price, Prior to Redemption Dates, Basis Spread on Variable Discount Rate | 5000.00% | ||||||
Maximum Super Senior Leverage Ratio [Member] | HFOTCO LLC [Member] | Tax Exempt Notes Payable due 2050 [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Line of Credit Facility, Covenant Terms | 3.50 | ||||||
Minimum interest coverage ratio [Member] | HFOTCO LLC [Member] | Tax Exempt Notes Payable due 2050 [Member] | |||||||
Long Term Debt (Textual) [Abstract] | |||||||
Line of Credit Facility, Covenant Terms | 2 |
Commitments and Contingencies98
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Beginning Balance | $ 18,548 | $ 15,946 | $ 41,954 |
Accretion | 2,812 | 2,292 | 4,748 |
Payments made | (160) | (159) | (511) |
Asset Retirement Obligation, Revision of Estimate | (26,000) | ||
Currency translation adjustments | 1,404 | 469 | (4,245) |
Ending Balance | $ 22,604 | $ 18,548 | $ 15,946 |
Commitments and Contingencies99
Commitments and Contingencies (Details 1) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, Due next twelve months | $ 6,750 |
Operating Leases, Due in Two Years | 7,174 |
Operating Leases, Due in Three Years | 6,409 |
Operating Leases, Due in Four Years | 5,896 |
Operating Leases, Due in Five Years | 4,376 |
Operating Leases, Thereafter | 60,790 |
Operating Leases, Total future minimum lease payments | $ 91,395 |
Commitments and Contingencie100
Commitments and Contingencies (Details 2) bbl in Thousands, $ in Thousands | Dec. 31, 2017USD ($)bbl |
Fixed Price Sales [Member] | |
Summary Of Purchase And Sale Commitments | |
Sale commitments, Volume (barrels) | bbl | 3,148 |
Sale commitments, Value | $ | $ 178,629 |
Floating Price Sales [Member] | |
Summary Of Purchase And Sale Commitments | |
Sale commitments, Volume (barrels) | bbl | 12,152 |
Sale commitments, Value | $ | $ 574,335 |
Fixed Price Purchases [Member] | |
Summary Of Purchase And Sale Commitments | |
Purchase commitments, Volume (barrels) | bbl | 1,461 |
Purchase commitments, Value | $ | $ 83,545 |
Floating Price Purchases [Member] | |
Summary Of Purchase And Sale Commitments | |
Purchase commitments, Volume (barrels) | bbl | 10,915 |
Purchase commitments, Value | $ | $ 641,934 |
Commitments and Contingencie101
Commitments and Contingencies (Details 3) - SemGas [Member] - Fractionation capacity [Member] $ in Thousands | Dec. 31, 2017USD ($) |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Due in Next Twelve Months | $ 10,552 |
Purchase Obligation, Due in Second Year | 9,567 |
Purchase Obligation, Due in Third Year | 8,864 |
Purchase Obligation, Due in Fourth Year | 7,175 |
Purchase Obligation, Due in Fifth Year | 6,753 |
Purchase Obligation, Due after Fifth Year | 2,791 |
Purchase Obligation | $ 45,702 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Details 4) - Pipeline transportation capacity [Member] - Crude Supply and Logistics [Member] $ in Thousands | Dec. 31, 2017USD ($) |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Due in Next Twelve Months | $ 21,631 |
Purchase Obligation, Due in Second Year | 21,877 |
Purchase Obligation, Due in Third Year | 20,585 |
Purchase Obligation, Due in Fourth Year | 12,976 |
Purchase Obligation, Due in Fifth Year | 13,231 |
Purchase Obligation, Due after Fifth Year | 20,312 |
Purchase Obligation | $ 110,612 |
Commitments and Contingencie103
Commitments and Contingencies (Details Textual) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)Number_Of_Sites | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Commitments and Contingencies (Textual) [Abstract] | |||
Estimated cost to retire facilities | $ | $ 132,500 | ||
Asset Retirement Obligation Additional Estimated Costs Attributable To Third Party Owners Undiscounted | $ | 19,700 | ||
Asset Retirement Obligation, Revision of Estimate | $ | $ (26,000) | ||
Operating leases, rent expense | $ | $ 15,400 | $ 15,000 | $ 15,500 |
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 | ||
Capital Addition Purchase Commitments [Member] | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Purchase Obligation, Due in Next Twelve Months | $ | $ 206,000 | ||
Purchase Obligation, Due in Second Year | $ | $ 53,000 | ||
Kansas sites [Member] | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Site contingency number of sites checked | Number_Of_Sites | 6 | ||
Sites completing assessment | Number_Of_Sites | 4 | ||
Number of Sites With Limited Soil and Groundwater Impact | Number_Of_Sites | 2 | ||
Number of Sites Requiring Additional Investigation | Number_Of_Sites | 2 | ||
Kansas sites [Member] | Crude Transportation [Member] | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Site contingency number of sites checked | Number_Of_Sites | 5 | ||
Kansas sites [Member] | SemGas [Member] | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Site contingency number of sites checked | Number_Of_Sites | 1 |
Equity (Details 1)
Equity (Details 1) - Common Class A [Member] - shares | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Schedule of Common Stock | |||||
Common Stock, Shares, Outstanding | 65,806,367 | 43,823,739 | 43,614,054 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | [1] | 149,961 | 170,772 | 184,803 | |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 39,545 | 46,836 | 24,882 | ||
Stock Issued During Period, Shares, New Issues | 8,625,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 12,383,900 | 13,140,020 | |||
Shares paid for tax withholding | 42,347 | 46,941 | 62,291 | ||
Common Stock, Shares, Outstanding | 78,379,773 | [2] | 65,806,367 | 43,823,739 | |
[1] | (1) Of these vested shares, recipients sold back to the Company 42,347, 46,941 and 62,291 shares during the years ended December 31, 2017, 2016 and 2015, respectively, to satisfy tax withholding obligations. These repurchased shares are being recognized at cost as treasury stock on the consolidated balance sheet. | ||||
[2] | (2) In addition to the shares in the table above, there are shares of unvested restricted stock outstanding which are considered legally issued and outstanding and have been included in the number of shares presented on the consolidated balance sheets. The par value of unvested restricted stock has not yet been reflected in common stock on the consolidated balance sheet, as these shares have not yet vested and could be forfeited. There are also shares of restricted stock that were returned to treasury upon forfeiture. The par value of these shares is not reflected in the consolidated balance sheet, as no accounting recognition is given to forfeited shares. |
Equity Equity (Details 2)
Equity Equity (Details 2) - $ / shares | Mar. 19, 2018 | Dec. 01, 2017 | Aug. 28, 2017 | May 26, 2017 | Mar. 17, 2017 | Nov. 28, 2016 | Aug. 25, 2016 | May 26, 2016 | Mar. 17, 2016 | Nov. 24, 2015 | Aug. 25, 2015 | May 29, 2015 | Mar. 20, 2015 |
Dividends paid | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.42 | $ 0.38 | $ 0.34 | |
Subsequent Event [Member] | |||||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.4725 |
Equity Equity (Details 3)
Equity Equity (Details 3) - Rose Rock Midstream L P [Member] - USD ($) $ / shares in Units, $ in Thousands | Aug. 12, 2016 | May 13, 2016 | Feb. 12, 2016 | Nov. 13, 2015 | Aug. 14, 2015 | May 15, 2015 | Feb. 13, 2015 |
Distribution of Q4 2014 earnings [Member] | |||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ 0.6200 | ||||||
Partners' Capital Account, Distributions | $ 24,269 | ||||||
Distribution of Q1 2015 earnings [Member] | |||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ 0.6350 | ||||||
Partners' Capital Account, Distributions | $ 28,379 | ||||||
Distribution of Q2 2015 earnings [Member] | |||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ 0.6500 | ||||||
Partners' Capital Account, Distributions | $ 29,483 | ||||||
Distribution of Q3 2015 Earnings [Member] | |||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ 0.6600 | ||||||
Partners' Capital Account, Distributions | $ 30,221 | ||||||
Distribution of Q4 2015 Earnings [Member] | |||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ 0.6600 | ||||||
Partners' Capital Account, Distributions | $ 30,224 | ||||||
Distribution of Q1 2016 Earnings [Member] | |||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ 0.6600 | ||||||
Partners' Capital Account, Distributions | $ 30,251 | ||||||
Distribution of Q2 2016 Earnings [Member] | |||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ 0.6600 | ||||||
Partners' Capital Account, Distributions | $ 30,257 | ||||||
Parent [Member] | General Partner [Member] | Distribution of Q4 2014 earnings [Member] | |||||||
General Partners' Capital Account, Period Distribution Amount | 485 | ||||||
Incentive Distribution, Distribution | 3,487 | ||||||
Parent [Member] | General Partner [Member] | Distribution of Q1 2015 earnings [Member] | |||||||
General Partners' Capital Account, Period Distribution Amount | 568 | ||||||
Incentive Distribution, Distribution | 4,450 | ||||||
Parent [Member] | General Partner [Member] | Distribution of Q2 2015 earnings [Member] | |||||||
General Partners' Capital Account, Period Distribution Amount | 590 | ||||||
Incentive Distribution, Distribution | 4,979 | ||||||
Parent [Member] | General Partner [Member] | Distribution of Q3 2015 Earnings [Member] | |||||||
General Partners' Capital Account, Period Distribution Amount | 604 | ||||||
Incentive Distribution, Distribution | 5,333 | ||||||
Parent [Member] | General Partner [Member] | Distribution of Q4 2015 Earnings [Member] | |||||||
General Partners' Capital Account, Period Distribution Amount | 604 | ||||||
Incentive Distribution, Distribution | 5,333 | ||||||
Parent [Member] | General Partner [Member] | Distribution of Q1 2016 Earnings [Member] | |||||||
General Partners' Capital Account, Period Distribution Amount | 605 | ||||||
Incentive Distribution, Distribution | 5,338 | ||||||
Parent [Member] | General Partner [Member] | Distribution of Q2 2016 Earnings [Member] | |||||||
General Partners' Capital Account, Period Distribution Amount | 605 | ||||||
Incentive Distribution, Distribution | 5,339 | ||||||
Common Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q4 2014 earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 6,551 | ||||||
Common Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q1 2015 earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 13,148 | ||||||
Common Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q2 2015 earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 13,458 | ||||||
Common Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q3 2015 Earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 13,665 | ||||||
Common Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q4 2015 Earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 13,665 | ||||||
Common Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q1 2016 Earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 13,665 | ||||||
Common Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q2 2016 Earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 13,665 | ||||||
Common Units [Member] | Noncontrolling Interest [Member] | Limited Partner [Member] | Distribution of Q4 2014 earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 8,544 | ||||||
Common Units [Member] | Noncontrolling Interest [Member] | Limited Partner [Member] | Distribution of Q1 2015 earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 10,213 | ||||||
Common Units [Member] | Noncontrolling Interest [Member] | Limited Partner [Member] | Distribution of Q2 2015 earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 10,456 | ||||||
Common Units [Member] | Noncontrolling Interest [Member] | Limited Partner [Member] | Distribution of Q3 2015 Earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 10,619 | ||||||
Common Units [Member] | Noncontrolling Interest [Member] | Limited Partner [Member] | Distribution of Q4 2015 Earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 10,622 | ||||||
Common Units [Member] | Noncontrolling Interest [Member] | Limited Partner [Member] | Distribution of Q1 2016 Earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 10,643 | ||||||
Common Units [Member] | Noncontrolling Interest [Member] | Limited Partner [Member] | Distribution of Q2 2016 Earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | 10,648 | ||||||
Subordinated Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q4 2014 earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | $ 5,202 | ||||||
Subordinated Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q1 2015 earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | $ 0 | ||||||
Subordinated Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q2 2015 earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | $ 0 | ||||||
Subordinated Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q3 2015 Earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | $ 0 | ||||||
Subordinated Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q4 2015 Earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | $ 0 | ||||||
Subordinated Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q1 2016 Earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | $ 0 | ||||||
Subordinated Units [Member] | Parent [Member] | Limited Partner [Member] | Distribution of Q2 2016 Earnings [Member] | |||||||
Limited Partners' Capital Account, Distribution Amount | $ 0 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jan. 19, 2018 | Jul. 17, 2017 | Sep. 30, 2016 | Jun. 22, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Equity [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | ||||
Common stock shares authorized | 100,000,000 | 100,000,000 | ||||
Preferred Stock, Shares Authorized | 4,000,000 | |||||
Issuance of common stock | $ 228,500 | $ 228,546 | ||||
Payments of Stock Issuance Costs | $ 4,300 | |||||
Preferred Stock, Shares Issued | 0 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | |||||
Common Class A [Member] | ||||||
Equity [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | |||||
Common stock shares authorized | 90,000,000 | |||||
Stock Issued During Period, Shares, New Issues | 8,625,000 | |||||
Shares Issued, Price Per Share | $ 27 | |||||
Stock Issued During Period, Shares, Acquisitions | 12,383,900 | 13,140,020 | ||||
Class B [Member] | ||||||
Equity [Line Items] | ||||||
Common stock shares authorized | 10,000,000 | |||||
Rose Rock Midstream L P [Member] | ||||||
Equity [Line Items] | ||||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 5,300 | |||||
Income Tax Effects Allocated Directly to Equity, Equity Transactions | $ 143,300 | $ (143,300) | ||||
Rose Rock Midstream L P [Member] | Common Class A [Member] | ||||||
Equity [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 13,100,000 | |||||
HFOTCO LLC [Member] | ||||||
Equity [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 330,341 | |||||
Business Acquisition, Share Price | $ 26.68 | |||||
HFOTCO LLC [Member] | Common Class A [Member] | ||||||
Equity [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 12,400,000 | |||||
Subsequent Event [Member] | ||||||
Equity [Line Items] | ||||||
Issuance of common stock | $ 342,500 | |||||
Payments of Stock Issuance Costs | $ 7,500 | |||||
Preferred Stock, Shares Issued | 350,000 | |||||
Preferred Stock, Dividend Rate, Percentage | 7.00% | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | |||||
Preferred Stock, Redemption Price Per Share | $ 33 | |||||
Preferred Stock, Purchaser's Redemption Period | 18 months | |||||
Preferred Stock, Issuer's Redemption Period | 3 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Basic earnings per share | |||||||||||
Net income (loss) | $ 2,619 | $ (19,103) | $ 9,611 | $ (10,277) | $ 12,000 | $ (4,632) | $ 10,787 | $ (4,893) | $ (17,150) | $ 13,262 | $ 42,812 |
less: Income attributable to noncontrolling interest | 0 | 225 | 1,922 | 9,020 | 0 | 11,167 | 12,492 | ||||
Net income (loss) attributable to SemGroup | $ 12,000 | $ (4,857) | $ 8,865 | $ (13,913) | $ (17,150) | $ 2,095 | $ 30,320 | ||||
Weighted average common stock outstanding | 71,418 | 51,889 | 43,787 | ||||||||
Basic earnings (loss) per share, net | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ 0.18 | $ (0.09) | $ 0.20 | $ (0.32) | $ (0.24) | $ 0.04 | $ 0.69 |
Continuing Operations [Member] | |||||||||||
Basic earnings per share | |||||||||||
Net income (loss) | $ (17,150) | $ 13,263 | $ 42,816 | ||||||||
less: Income attributable to noncontrolling interest | 0 | 11,167 | 12,492 | ||||||||
Net income (loss) attributable to SemGroup | $ (17,150) | $ 2,096 | $ 30,324 | ||||||||
Weighted average common stock outstanding | 71,418 | 51,889 | 43,787 | ||||||||
Basic earnings (loss) per share, net | $ (0.24) | $ 0.04 | $ 0.69 | ||||||||
Discontinued Operations [Member] | |||||||||||
Basic earnings per share | |||||||||||
Net income (loss) | $ 0 | $ (1) | $ (4) | ||||||||
less: Income attributable to noncontrolling interest | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to SemGroup | $ 0 | $ (1) | $ (4) | ||||||||
Weighted average common stock outstanding | 71,418 | 51,889 | 43,787 | ||||||||
Basic earnings (loss) per share, net | $ 0 | $ 0 | $ 0 |
Earnings Per Share (Details 1)
Earnings Per Share (Details 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Diluted earnings per share | |||||||||||
Net income (loss) | $ 2,619 | $ (19,103) | $ 9,611 | $ (10,277) | $ 12,000 | $ (4,632) | $ 10,787 | $ (4,893) | $ (17,150) | $ 13,262 | $ 42,812 |
Less: net income attributable to noncontrolling interests | 0 | 225 | 1,922 | 9,020 | 0 | 11,167 | 12,492 | ||||
Net income (loss) attributable to SemGroup | $ 12,000 | $ (4,857) | $ 8,865 | $ (13,913) | $ (17,150) | $ 2,095 | $ 30,320 | ||||
Weighted average common stock outstanding | 71,418 | 51,889 | 43,787 | ||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 392 | 183 | ||||||||
Diluted weighted average common stock outstanding | 71,418 | 52,281 | 43,970 | ||||||||
Earnings Per Share, Diluted | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ 0.18 | $ (0.09) | $ 0.19 | $ (0.32) | $ (0.24) | $ 0.04 | $ 0.69 |
Continuing Operations [Member] | |||||||||||
Diluted earnings per share | |||||||||||
Net income (loss) | $ (17,150) | $ 13,263 | $ 42,816 | ||||||||
Less: net income attributable to noncontrolling interests | 0 | 11,167 | 12,492 | ||||||||
Net income (loss) attributable to SemGroup | $ (17,150) | $ 2,096 | $ 30,324 | ||||||||
Weighted average common stock outstanding | 71,418 | 51,889 | 43,787 | ||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 392 | 183 | ||||||||
Diluted weighted average common stock outstanding | 71,418 | 52,281 | 43,970 | ||||||||
Earnings Per Share, Diluted | $ (0.24) | $ 0.04 | $ 0.69 | ||||||||
Discontinued Operations [Member] | |||||||||||
Diluted earnings per share | |||||||||||
Net income (loss) | $ 0 | $ (1) | $ (4) | ||||||||
Less: net income attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to SemGroup | $ 0 | $ (1) | $ (4) | ||||||||
Weighted average common stock outstanding | 71,418 | 51,889 | 43,787 | ||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 392 | 183 | ||||||||
Diluted weighted average common stock outstanding | 71,418 | 52,281 | 43,970 | ||||||||
Earnings Per Share, Diluted | $ 0 | $ 0 | $ 0 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - Restricted Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Outstanding, shares | 1,084,090 | 911,266 | 411,308 | 449,919 |
Awards granted, shares | 377,766 | 702,309 | 151,789 | |
Awards vested, shares | (149,961) | (168,096) | (181,906) | |
Awards forfeited, shares | (54,981) | (34,255) | (8,494) | |
Awards outstanding, average grant date fair value | $ 29.07 | $ 31.09 | $ 75.25 | $ 70.69 |
Awards granted, average grant date fair value per share | 35.22 | 19.18 | 77.93 | |
Awards vested, average grant date fair value per share | $ 33.60 | $ 20.38 | $ 35.18 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 5,039 | $ 3,426 | $ 6,399 | |
Awards forfeited, average grant date fair value per share | $ 81.80 | $ 42.42 | $ 42.05 |
Equity-Based Compensation (D111
Equity-Based Compensation (Details 1) - Restricted Stock [Member] | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 54.20% | 51.90% | 26.80% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.57% | 0.98% | 1.06% |
Equity-Based Compensation (D112
Equity-Based Compensation (Details 2) - Rose Rock Midstream L P [Member] - Restricted Stock Units (RSUs) [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, shares | 0 | 100,191 | 102,340 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 665 | $ 1,057 | |
Awards outstanding, average grant date fair value | $ 0 | $ 38.70 | $ 33.79 |
Awards granted, shares | 117,204 | 36,527 | |
Awards granted, average grant date fair value per share | $ 9.62 | $ 39.03 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 57,458 | 38,366 | |
Awards vested, average grant date fair value per share | $ 11.58 | $ 27.54 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 1,846 | 310 | |
Awards forfeited, average grant date fair value per share | $ 26.55 | $ 42.80 | |
Rose Rock merger agreement [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Conversions Weighted Average Grant Date Fair Value | $ 19.57 | ||
Conversion of Stock, Shares Converted | 158,091 |
Equity-Based Compensation (D113
Equity-Based Compensation (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested Dividend Equivalent Value | $ 1.9 | ||
Equity-based compensation expense recognized | 10.1 | $ 8.8 | $ 9.1 |
Unrecognized compensation expense for nonvested awards | $ 10.2 | ||
Weighted average vesting period | 16 months | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for issuance pursuant to employee and director compensation programs | 3,710,220 | ||
Shares paid for tax withholding | 42,347 | 46,941 | 62,291 |
Awards granted, shares | 377,766 | 702,309 | 151,789 |
Equity-based compensation awards which could vest if certain targets are met | 505,000 | ||
Share based Compensation Arrangement by Share based Payment Award Number of Equivalent Dividends Issued | 1,793 | ||
Employee Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for issuance pursuant to employee and director compensation programs | 1,000,000 | ||
Employee stock purchase plan maximum contribution | 10.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% | ||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 39,545 | 46,836 | 24,882 |
Rose Rock Midstream L P [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense recognized | $ 1.2 | $ 1.4 | |
Rose Rock Midstream L P [Member] | Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares paid for tax withholding | 254 | 12,892 | |
Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Goods and Nonemployee Services Transaction, Securities Issued | 0 | 2,676 | |
Rose Rock merger agreement [Member] | Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted, shares | 128,585 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - Pension Plan [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | $ 53,489 | $ 25,675 |
Fair value of plan assets | 43,098 | 22,961 |
Funded status: | $ (10,391) | $ (2,714) |
Employee Benefit Plans Employee
Employee Benefit Plans Employee Benefit Plans (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | $ 43,098 | $ 22,961 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 17,209 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 25,889 | 22,961 |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 0 | 0 |
Cash and Cash Equivalents [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 538 | 0 |
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 538 | 0 |
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 0 | 0 |
Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 0 | 0 |
Mutual Fund [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 16,671 | 0 |
Mutual Fund [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 16,671 | 0 |
Mutual Fund [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 0 | 0 |
Mutual Fund [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 0 | 0 |
Fixed Income Funds [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 25,889 | 22,961 |
Fixed Income Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 0 | 0 |
Fixed Income Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | 25,889 | 22,961 |
Fixed Income Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Fair Value of Plan Assets | $ 0 | $ 0 |
Employee Benefit Plans (Deta116
Employee Benefit Plans (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Postretirement Benefits [Line Items] | |||
Contributions to the defined contribution plans | $ 3,000 | $ 2,700 | $ 2,400 |
Other, net of income taxes | 298 | 1,128 | (721) |
Pension Plan [Member] | |||
Postretirement Benefits [Line Items] | |||
Other, net of income taxes | 300 | 1,100 | $ (700) |
Projected benefit obligation | 53,489 | 25,675 | |
Postretirement Health Coverage [Member] | |||
Postretirement Benefits [Line Items] | |||
Projected benefit obligation | 1,700 | 1,500 | |
SemCAMS [Member] | Pension Plan [Member] | |||
Postretirement Benefits [Line Items] | |||
Funded status of the Pension Plans | 2,300 | $ 2,700 | |
HFOTCO LLC [Member] | Pension Plan [Member] | |||
Postretirement Benefits [Line Items] | |||
Funded status of the Pension Plans | $ 8,100 |
Accumulated Other Comprehens117
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (53,801) | $ (73,914) | $ (58,562) | $ (27,141) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 20,411 | (14,224) | (32,142) | |
Other, net of income taxes | (298) | (1,128) | 721 | |
Currency Translation [Member] | ||||
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | 12,404 | (8,672) | (19,593) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (51,014) | (71,425) | (57,201) | (25,059) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 20,411 | (14,224) | (32,142) | |
Other, net of income taxes | 0 | 0 | 0 | |
Employee Benefit Plans [Member] | ||||
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | 99 | (417) | 240 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (2,787) | (2,489) | (1,361) | $ (2,082) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 0 | 0 | 0 | |
Other, net of income taxes | $ (298) | $ (1,128) | $ 721 |
Supplemental Cash Flow Infor118
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Components of operating assets and liabilities | |||
Increase (Decrease) in Restricted Cash | $ 1 | $ 1 | $ (6,764) |
Decrease (increase) in accounts receivable | (237,394) | (90,810) | 9,051 |
Decrease (increase) in receivable from affiliates | 23,764 | (19,541) | 10,905 |
Decrease (increase) in inventories | (17,862) | (30,686) | (31,043) |
Decrease (increase) in other current assets | 2,947 | 634 | (508) |
Increase (decrease) in other noncurrent assets | 14,307 | 297 | (4,015) |
Increase (decrease) in accounts payable and accrued liabilities | 209,982 | 94,687 | 2,513 |
Increase (decrease) in payable to affiliates | (19,537) | 21,475 | (8,427) |
Increase (decrease) in payables to pre-petition creditors | 0 | 0 | (3,837) |
Increase (decrease) in other noncurrent liabilities | 19,385 | 2,573 | (2,625) |
Total changes in operating assets and liabilities | $ (33,023) | $ (21,966) | $ (13,192) |
Supplemental Cash Flow Infor119
Supplemental Cash Flow Information (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 22, 2017 |
Other Significant Noncash Transactions [Line Items] | |||||
Sale of interest in equity investment to related party | $ 20,772 | ||||
Stockholders' equity effect of dropdown transaction, tax | 20,800 | ||||
Interest Paid | $ 82,000 | $ 71,300 | 64,900 | ||
Income taxes (net of refunds received) | 7,200 | 700 | 7,300 | ||
Capital Expenditures Incurred but Not yet Paid | 76,100 | 1,400 | 11,800 | ||
Insurance prepayment financed [Member] | |||||
Other Significant Noncash Transactions [Line Items] | |||||
Liabilities Assumed | $ 6,200 | 4,700 | 4,600 | ||
Noncontrolling Interest [Member] | |||||
Other Significant Noncash Transactions [Line Items] | |||||
Sale of interest in equity investment to related party | 51,452 | ||||
Additional Paid-in Capital [Member] | |||||
Other Significant Noncash Transactions [Line Items] | |||||
Sale of interest in equity investment to related party | $ (30,680) | ||||
Glass Mountain Pipeline Llc [Member] | |||||
Other Significant Noncash Transactions [Line Items] | |||||
Equity method investment, ownership percentage | 50.00% | 50.00% | |||
Rose Rock Midstream L P [Member] | |||||
Other Significant Noncash Transactions [Line Items] | |||||
Income Tax Effects Allocated Directly to Equity, Equity Transactions | $ 143,300 | $ (143,300) |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Data [Line Items] | |||||||||||
Revenue, Net | $ 606,806 | $ 545,922 | $ 473,089 | $ 456,100 | $ 402,172 | $ 327,764 | $ 287,377 | $ 314,851 | $ 2,081,917 | $ 1,332,164 | $ 1,455,094 |
Loss (gain) on disposal or impairment | (30,468) | 41,625 | (234) | 2,410 | 38 | 1,018 | 1,685 | 13,307 | 13,333 | 16,048 | 11,472 |
Costs and expenses excluding gains and losses on disposal or impairment | 579,055 | 546,263 | 465,807 | 447,324 | 381,969 | 316,644 | 277,379 | 292,250 | 2,038,449 | 1,268,242 | |
Total expenses | 548,587 | 587,888 | 465,573 | 449,734 | 382,007 | 317,662 | 279,064 | 305,557 | 2,051,782 | 1,284,290 | 1,413,712 |
Earnings from equity method investments | 15,120 | 17,367 | 17,753 | 17,091 | 17,763 | 15,845 | 17,078 | 23,071 | 67,331 | 73,757 | 81,386 |
Gain (loss) on issuance of common units by equity method investee | 0 | 0 | 0 | (41) | 0 | (41) | 6,385 | ||||
Operating income | 73,339 | (24,599) | 25,269 | 23,457 | 37,928 | 25,947 | 25,391 | 32,324 | 97,466 | 121,590 | 129,153 |
Interest and non-operating income (expense) | 39,579 | 31,753 | 12,033 | 33,639 | 9,809 | 18,684 | 9,944 | 58,622 | 117,004 | 97,059 | 52,807 |
Income (loss) from continuing operations before income taxes | 33,760 | (56,352) | 13,236 | (10,182) | 28,119 | 7,263 | 15,447 | (26,298) | (19,538) | 24,531 | 76,346 |
Income tax expense (benefit) | 31,141 | (37,249) | 3,625 | 95 | 16,119 | 11,898 | 4,658 | (21,407) | (2,388) | 11,268 | 33,530 |
Income (loss) from continuing operations | 12,000 | (4,635) | 10,789 | (4,891) | (17,150) | 13,263 | 42,816 | ||||
Income (loss) from discontinued operations, net of income taxes | 0 | 3 | (2) | (2) | 0 | (1) | (4) | ||||
Net income (loss) | $ 2,619 | $ (19,103) | $ 9,611 | $ (10,277) | 12,000 | (4,632) | 10,787 | (4,893) | (17,150) | 13,262 | 42,812 |
Less: net income attributable to noncontrolling interests | 0 | 225 | 1,922 | 9,020 | 0 | 11,167 | 12,492 | ||||
Net income (loss) attributable to SemGroup | $ 12,000 | $ (4,857) | $ 8,865 | $ (13,913) | $ (17,150) | $ 2,095 | $ 30,320 | ||||
Basic earnings (loss) per share, net | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ 0.18 | $ (0.09) | $ 0.20 | $ (0.32) | $ (0.24) | $ 0.04 | $ 0.69 |
Earnings Per Share, Diluted | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ 0.18 | $ (0.09) | $ 0.19 | $ (0.32) | $ (0.24) | $ 0.04 | $ 0.69 |
Quarterly Financial Data Quarte
Quarterly Financial Data Quarterly Financial Data (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
SemGas [Member] | ||||||
Goodwill, Impairment Loss | $ 13,052 | |||||
Crude Transportation [Member] | ||||||
Goodwill, Impairment Loss | $ 26,600 | $ 26,628 | $ 9,488 | |||
Impairment of Intangible Assets, Finite-lived | $ 12,100 | 12,087 | ||||
Kansas gas gathering and compression assets [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||||
Gain (loss) on disposal | $ 4,500 | |||||
SemMexico [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||||||
Impairment of Long-Lived Assets to be Disposed of | 13,500 | 13,511 | ||||
Sem Logistics [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||||||
Impairment of Long-Lived Assets to be Disposed of | 76,700 | 76,661 | ||||
Glass Mountain Pipeline Llc [Member] | ||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 150,300 | $ 150,266 |
Related Party Transactions (Det
Related Party Transactions (Details) - Equity Method Investee [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
NGL Energy [Member] | |||
Related Party Transaction | |||
Revenues from related party | $ 45,918 | $ 61,639 | $ 157,732 |
Purchases from related party | 29,695 | 57,739 | 138,095 |
White Cliffs Pipeline, LLC [Member] | |||
Related Party Transaction | |||
Purchases from related party | 11,870 | 4,758 | 0 |
White Cliffs Pipeline, LLC [Member] | Crude Oil Revenue [Member] | |||
Related Party Transaction | |||
Revenues from related party | 436 | 4,973 | 0 |
White Cliffs Pipeline, LLC [Member] | Storage Revenue [Member] | |||
Related Party Transaction | |||
Revenues from related party | 4,350 | 4,350 | 4,300 |
White Cliffs Pipeline, LLC [Member] | Transportation Fees [Member] | |||
Related Party Transaction | |||
Related Party Transaction, Expenses from Transactions with Related Party | 11,298 | 10,797 | 5,253 |
White Cliffs Pipeline, LLC [Member] | Management Fees [Member] | |||
Related Party Transaction | |||
Related Party Transaction, Expenses from Transactions with Related Party | 519 | 494 | 471 |
Glass Mountain Pipeline Llc [Member] | |||
Related Party Transaction | |||
Purchases from related party | 1,319 | 385 | 2,087 |
Glass Mountain Pipeline Llc [Member] | Transportation Fees [Member] | |||
Related Party Transaction | |||
Related Party Transaction, Expenses from Transactions with Related Party | 8,140 | 7,479 | 2,997 |
Glass Mountain Pipeline Llc [Member] | Management Fees [Member] | |||
Related Party Transaction | |||
Related Party Transaction, Expenses from Transactions with Related Party | $ 748 | $ 793 | $ 770 |
Related Party Transactions (123
Related Party Transactions (Details Textual) | Dec. 31, 2017 | Dec. 22, 2017 | Dec. 31, 2015 |
White Cliffs Pipeline, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 51.00% | ||
Glass Mountain Pipeline LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | 50.00% |
Condensed Consolidating Guar124
Condensed Consolidating Guarantor Financial Statements Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Cash and cash equivalents | $ 93,699 | $ 74,216 | $ 58,096 | $ 40,598 |
Accounts Receivable, net | 653,484 | 418,339 | ||
Receivable from affiliates | 1,691 | 25,455 | ||
Current assets held for sale | 38,063 | 0 | ||
Inventories | 101,665 | 99,234 | ||
Other current assets | 14,297 | 18,630 | ||
Total current assets | 902,899 | 635,874 | ||
Property, plant and equipment | 3,315,131 | 1,762,072 | ||
Equity method investments | 285,281 | 434,289 | ||
Goodwill | 257,302 | 34,230 | 48,032 | 58,326 |
Other intangible assets (net of accumulated amortization of $56,409 and $39,018, respectively) | 398,643 | 150,978 | 162,223 | 173,065 |
Other noncurrent assets | 132,600 | 57,529 | ||
Noncurrent assets held for sale | 84,961 | 0 | ||
Total assets | 5,376,817 | 3,074,972 | ||
Accounts payable | 587,898 | 367,307 | ||
Payable to affiliates | 6,971 | 26,508 | ||
Accrued liabilities | 131,407 | 81,104 | ||
Current liabilities held for sale | 23,847 | 0 | ||
Other Liabilities, Current | 16,438 | 13,436 | ||
Total current liabilities | 766,561 | 488,355 | ||
Long-term debt | 2,853,095 | 1,050,918 | ||
Deferred income taxes | 46,585 | 64,501 | ||
Other noncurrent liabilities | 38,495 | 25,233 | ||
Noncurrent liabilities held for sale | 13,716 | 0 | ||
Commitments and contingencies | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,658,365 | 1,445,965 | 1,196,356 | 1,219,437 |
Liabilities and Equity | 5,376,817 | 3,074,972 | ||
Reportable Legal Entities [Member] | Parent Company [Member] | ||||
Cash and cash equivalents | 32,457 | 19,002 | 4,559 | 9,254 |
Accounts Receivable, net | (9) | 0 | ||
Receivable from affiliates | 58 | 27 | ||
Current assets held for sale | 0 | |||
Inventories | 0 | 0 | ||
Other current assets | 6,671 | 8,986 | ||
Total current assets | 39,177 | 28,015 | ||
Property, plant and equipment | 8,086 | 5,621 | ||
Equity method investments | 3,085,274 | 2,454,118 | ||
Goodwill | 0 | 0 | ||
Other intangible assets (net of accumulated amortization of $56,409 and $39,018, respectively) | 10 | 15 | ||
Other noncurrent assets | 45,587 | 54,155 | ||
Noncurrent assets held for sale | 0 | |||
Total assets | 3,178,134 | 2,541,924 | ||
Accounts payable | 646 | 674 | ||
Payable to affiliates | 10 | 0 | ||
Accrued liabilities | 38,747 | 25,078 | ||
Current liabilities held for sale | 0 | |||
Other Liabilities, Current | 1,922 | 889 | ||
Total current liabilities | 41,325 | 26,641 | ||
Long-term debt | 1,474,491 | 1,050,893 | ||
Deferred income taxes | 1,892 | 16,119 | ||
Other noncurrent liabilities | 2,061 | 2,306 | ||
Noncurrent liabilities held for sale | 0 | |||
Commitments and contingencies | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,658,365 | 1,445,965 | ||
Liabilities and Equity | 3,178,134 | 2,541,924 | ||
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||||
Cash and cash equivalents | 0 | 0 | 9,058 | 3,624 |
Accounts Receivable, net | 562,967 | 361,160 | ||
Receivable from affiliates | 1,421 | 25,244 | ||
Current assets held for sale | 0 | |||
Inventories | 101,665 | 89,638 | ||
Other current assets | 4,493 | 5,760 | ||
Total current assets | 670,546 | 481,802 | ||
Property, plant and equipment | 1,002,982 | 970,079 | ||
Equity method investments | 964,930 | 940,696 | ||
Goodwill | 0 | 26,628 | ||
Other intangible assets (net of accumulated amortization of $56,409 and $39,018, respectively) | 127,783 | 149,669 | ||
Other noncurrent assets | 3,097 | 2,080 | ||
Noncurrent assets held for sale | 0 | |||
Total assets | 2,769,338 | 2,570,954 | ||
Accounts payable | 533,651 | 348,297 | ||
Payable to affiliates | 6,961 | 26,508 | ||
Accrued liabilities | 26,275 | 23,423 | ||
Current liabilities held for sale | 0 | |||
Other Liabilities, Current | 5,532 | 5,108 | ||
Total current liabilities | 572,419 | 403,336 | ||
Long-term debt | 6,690 | 6,142 | ||
Deferred income taxes | 0 | 0 | ||
Other noncurrent liabilities | 0 | 0 | ||
Noncurrent liabilities held for sale | 0 | |||
Commitments and contingencies | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,190,229 | 2,161,476 | ||
Liabilities and Equity | 2,769,338 | 2,570,954 | ||
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Cash and cash equivalents | 69,872 | 59,796 | 46,043 | 31,821 |
Accounts Receivable, net | 90,526 | 57,179 | ||
Receivable from affiliates | 212 | 184 | ||
Current assets held for sale | 38,063 | |||
Inventories | 0 | 9,596 | ||
Other current assets | 3,133 | 3,887 | ||
Total current assets | 201,806 | 130,642 | ||
Property, plant and equipment | 2,304,063 | 786,372 | ||
Equity method investments | 0 | 0 | ||
Goodwill | 257,302 | 7,602 | ||
Other intangible assets (net of accumulated amortization of $56,409 and $39,018, respectively) | 270,850 | 1,294 | ||
Other noncurrent assets | 83,916 | 1,294 | ||
Noncurrent assets held for sale | 84,961 | |||
Total assets | 3,202,898 | 927,204 | ||
Accounts payable | 53,601 | 18,336 | ||
Payable to affiliates | 0 | 0 | ||
Accrued liabilities | 66,387 | 32,603 | ||
Current liabilities held for sale | 23,847 | |||
Other Liabilities, Current | 8,984 | 7,439 | ||
Total current liabilities | 152,819 | 58,378 | ||
Long-term debt | 1,395,104 | 16,500 | ||
Deferred income taxes | 44,693 | 48,382 | ||
Other noncurrent liabilities | 36,434 | 22,927 | ||
Noncurrent liabilities held for sale | 13,716 | |||
Commitments and contingencies | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,560,132 | 781,017 | ||
Liabilities and Equity | 3,202,898 | 927,204 | ||
Consolidation, Eliminations [Member] | ||||
Cash and cash equivalents | (8,630) | (4,582) | $ (1,564) | $ (4,101) |
Accounts Receivable, net | 0 | 0 | ||
Receivable from affiliates | 0 | 0 | ||
Current assets held for sale | 0 | |||
Inventories | 0 | 0 | ||
Other current assets | 0 | (3) | ||
Total current assets | (8,630) | (4,585) | ||
Property, plant and equipment | 0 | 0 | ||
Equity method investments | (3,764,923) | (2,960,525) | ||
Goodwill | 0 | 0 | ||
Other intangible assets (net of accumulated amortization of $56,409 and $39,018, respectively) | 0 | 0 | ||
Other noncurrent assets | 0 | 0 | ||
Noncurrent assets held for sale | 0 | |||
Total assets | (3,773,553) | (2,965,110) | ||
Accounts payable | 0 | 0 | ||
Payable to affiliates | 0 | 0 | ||
Accrued liabilities | (2) | 0 | ||
Current liabilities held for sale | 0 | |||
Other Liabilities, Current | 0 | 0 | ||
Total current liabilities | (2) | 0 | ||
Long-term debt | (23,190) | (22,617) | ||
Deferred income taxes | 0 | 0 | ||
Other noncurrent liabilities | 0 | 0 | ||
Noncurrent liabilities held for sale | 0 | |||
Commitments and contingencies | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (3,750,361) | (2,942,493) | ||
Liabilities and Equity | $ (3,773,553) | $ (2,965,110) |
Condensed Consolidating Guar125
Condensed Consolidating Guarantor Financial Statements Condensed Consolidating Guarantor Financial Statements Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Product | $ 1,621,918 | $ 1,009,409 | $ 1,118,886 | ||||||||
Service | 391,266 | 265,030 | 259,542 | ||||||||
Lease | 5,843 | 0 | 0 | ||||||||
Other Revenue, Net | 62,890 | 57,725 | 76,666 | ||||||||
Revenue, Net | $ 606,806 | $ 545,922 | $ 473,089 | $ 456,100 | $ 402,172 | $ 327,764 | $ 287,377 | $ 314,851 | 2,081,917 | 1,332,164 | 1,455,094 |
Costs of products sold, exclusive of depreciation and amortization shown below | 1,514,891 | 873,431 | 979,549 | ||||||||
Operating Costs and Expenses | 254,764 | 212,099 | 224,443 | ||||||||
General and Administrative Expense | 110,373 | 83,908 | 97,366 | ||||||||
Depreciation and amortization expense | 158,421 | 98,804 | 100,882 | ||||||||
Loss (gain) on disposal or impairment | 30,468 | (41,625) | 234 | (2,410) | (38) | (1,018) | (1,685) | (13,307) | (13,333) | (16,048) | (11,472) |
Costs and Expenses | 548,587 | 587,888 | 465,573 | 449,734 | 382,007 | 317,662 | 279,064 | 305,557 | 2,051,782 | 1,284,290 | 1,413,712 |
Earnings from equity method investments | 15,120 | 17,367 | 17,753 | 17,091 | 17,763 | 15,845 | 17,078 | 23,071 | 67,331 | 73,757 | 81,386 |
Gain (loss) on issuance of common units by equity method investee | 0 | 0 | 0 | (41) | 0 | (41) | 6,385 | ||||
Operating Income (Loss) | 73,339 | (24,599) | 25,269 | 23,457 | 37,928 | 25,947 | 25,391 | 32,324 | 97,466 | 121,590 | 129,153 |
Interest Expense | 103,009 | 62,650 | 69,675 | ||||||||
Loss on early extinguishment of debt | 19,930 | 0 | 0 | ||||||||
Foreign Currency Transaction Gain (Loss), before Tax | 4,709 | (4,759) | 1,067 | ||||||||
Loss (gain) on sale or impairment of non-operated equity method investment | 0 | 30,644 | (14,517) | ||||||||
Other Nonoperating Income (Expense) | 1,226 | 994 | 1,284 | ||||||||
Interest and non-operating income (expense) | 39,579 | 31,753 | 12,033 | 33,639 | 9,809 | 18,684 | 9,944 | 58,622 | 117,004 | 97,059 | 52,807 |
Income (loss) from continuing operations before income taxes | 33,760 | (56,352) | 13,236 | (10,182) | 28,119 | 7,263 | 15,447 | (26,298) | (19,538) | 24,531 | 76,346 |
Income Tax Expense (Benefit) | 31,141 | (37,249) | 3,625 | 95 | 16,119 | 11,898 | 4,658 | (21,407) | (2,388) | 11,268 | 33,530 |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 12,000 | (4,635) | 10,789 | (4,891) | (17,150) | 13,263 | 42,816 | ||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 3 | (2) | (2) | 0 | (1) | (4) | ||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 2,619 | $ (19,103) | $ 9,611 | $ (10,277) | 12,000 | (4,632) | 10,787 | (4,893) | (17,150) | 13,262 | 42,812 |
Less: net income attributable to noncontrolling interests | 0 | 225 | 1,922 | 9,020 | 0 | 11,167 | 12,492 | ||||
Net income (loss) attributable to SemGroup | $ 12,000 | $ (4,857) | $ 8,865 | $ (13,913) | (17,150) | 2,095 | 30,320 | ||||
Other Comprehensive Income (Loss), Net of Tax | 20,113 | (15,352) | (31,421) | ||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 2,963 | (2,090) | 11,391 | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | 11,167 | 12,492 | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 2,963 | (13,257) | (1,101) | ||||||||
Reportable Legal Entities [Member] | Parent Company [Member] | |||||||||||
Product | 0 | 0 | 0 | ||||||||
Service | 0 | 0 | 0 | ||||||||
Lease | 0 | ||||||||||
Other Revenue, Net | 0 | 0 | 0 | ||||||||
Revenue, Net | 0 | 0 | 0 | ||||||||
Costs of products sold, exclusive of depreciation and amortization shown below | 0 | 0 | 0 | ||||||||
Operating Costs and Expenses | 0 | 0 | 0 | ||||||||
General and Administrative Expense | 42,422 | 22,349 | 29,914 | ||||||||
Depreciation and amortization expense | 2,294 | 1,647 | 1,522 | ||||||||
Loss (gain) on disposal or impairment | 0 | 0 | 0 | ||||||||
Costs and Expenses | 44,716 | 23,996 | 31,436 | ||||||||
Earnings from equity method investments | 68,964 | 56,815 | 65,512 | ||||||||
Gain (loss) on issuance of common units by equity method investee | (41) | 6,385 | |||||||||
Operating Income (Loss) | 24,248 | 32,778 | 40,461 | ||||||||
Interest Expense | 40,053 | (4,002) | 2,230 | ||||||||
Loss on early extinguishment of debt | 19,930 | ||||||||||
Foreign Currency Transaction Gain (Loss), before Tax | 2,764 | 0 | 5 | ||||||||
Loss (gain) on sale or impairment of non-operated equity method investment | 30,644 | (14,517) | |||||||||
Other Nonoperating Income (Expense) | 913 | 339 | 2,048 | ||||||||
Interest and non-operating income (expense) | 56,306 | 26,303 | (14,340) | ||||||||
Income (loss) from continuing operations before income taxes | (32,058) | 6,475 | 54,801 | ||||||||
Income Tax Expense (Benefit) | (14,908) | 4,380 | 24,482 | ||||||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (17,150) | 2,095 | 30,319 | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (17,150) | 2,095 | 30,319 | ||||||||
Net income (loss) attributable to SemGroup | 2,095 | 30,319 | |||||||||
Other Comprehensive Income (Loss), Net of Tax | (11,987) | 7,360 | 17,420 | ||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (29,137) | 9,455 | 47,739 | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | 0 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 9,455 | 47,739 | |||||||||
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | |||||||||||
Product | 1,468,754 | 872,961 | 900,303 | ||||||||
Service | 149,197 | 162,460 | 188,429 | ||||||||
Lease | 0 | ||||||||||
Other Revenue, Net | 0 | 0 | 0 | ||||||||
Revenue, Net | 1,617,951 | 1,035,421 | 1,088,732 | ||||||||
Costs of products sold, exclusive of depreciation and amortization shown below | 1,383,868 | 761,971 | 808,776 | ||||||||
Operating Costs and Expenses | 113,503 | 115,431 | 117,541 | ||||||||
General and Administrative Expense | 26,143 | 31,196 | 31,021 | ||||||||
Depreciation and amortization expense | 70,053 | 68,669 | 73,393 | ||||||||
Loss (gain) on disposal or impairment | 79,585 | (16,115) | (10,399) | ||||||||
Costs and Expenses | 1,513,982 | 993,382 | 1,041,130 | ||||||||
Earnings from equity method investments | (11,564) | 81,366 | 86,518 | ||||||||
Gain (loss) on issuance of common units by equity method investee | 0 | 0 | |||||||||
Operating Income (Loss) | 92,405 | 123,405 | 134,120 | ||||||||
Interest Expense | 38,791 | 72,277 | 69,664 | ||||||||
Loss on early extinguishment of debt | 0 | ||||||||||
Foreign Currency Transaction Gain (Loss), before Tax | 0 | 0 | 0 | ||||||||
Loss (gain) on sale or impairment of non-operated equity method investment | 0 | 0 | |||||||||
Other Nonoperating Income (Expense) | 33 | (63) | 38 | ||||||||
Interest and non-operating income (expense) | 38,758 | 72,340 | 69,626 | ||||||||
Income (loss) from continuing operations before income taxes | 53,647 | 51,065 | 64,494 | ||||||||
Income Tax Expense (Benefit) | 0 | 0 | 0 | ||||||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 53,647 | 51,065 | 64,494 | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | (3) | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 53,647 | 51,065 | 64,491 | ||||||||
Less: net income attributable to noncontrolling interests | 11,167 | 12,492 | |||||||||
Net income (loss) attributable to SemGroup | 39,898 | 51,999 | |||||||||
Other Comprehensive Income (Loss), Net of Tax | (573) | 1,223 | 430 | ||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 53,074 | 52,288 | 64,921 | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 11,167 | 12,492 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 41,121 | 52,429 | |||||||||
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | |||||||||||
Product | 153,164 | 136,448 | 218,583 | ||||||||
Service | 242,069 | 102,570 | 71,113 | ||||||||
Lease | 5,843 | ||||||||||
Other Revenue, Net | 62,890 | 57,725 | 76,666 | ||||||||
Revenue, Net | 463,966 | 296,743 | 366,362 | ||||||||
Costs of products sold, exclusive of depreciation and amortization shown below | 131,023 | 111,460 | 170,773 | ||||||||
Operating Costs and Expenses | 141,261 | 96,668 | 106,902 | ||||||||
General and Administrative Expense | 41,808 | 30,363 | 36,431 | ||||||||
Depreciation and amortization expense | 86,074 | 28,488 | 25,967 | ||||||||
Loss (gain) on disposal or impairment | (92,918) | 67 | (1,073) | ||||||||
Costs and Expenses | 493,084 | 266,912 | 341,146 | ||||||||
Earnings from equity method investments | 0 | 0 | 0 | ||||||||
Gain (loss) on issuance of common units by equity method investee | 0 | 0 | |||||||||
Operating Income (Loss) | (29,118) | 29,831 | 25,216 | ||||||||
Interest Expense | 25,019 | (4,819) | (262) | ||||||||
Loss on early extinguishment of debt | 0 | ||||||||||
Foreign Currency Transaction Gain (Loss), before Tax | 1,945 | (4,759) | 1,062 | ||||||||
Loss (gain) on sale or impairment of non-operated equity method investment | 0 | 0 | |||||||||
Other Nonoperating Income (Expense) | 1,134 | 1,524 | 1,155 | ||||||||
Interest and non-operating income (expense) | 21,940 | (1,584) | (2,479) | ||||||||
Income (loss) from continuing operations before income taxes | (51,058) | 31,415 | 27,695 | ||||||||
Income Tax Expense (Benefit) | 12,520 | 6,888 | 9,048 | ||||||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (63,578) | 24,527 | 18,647 | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (1) | (1) | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (63,578) | 24,526 | 18,646 | ||||||||
Net income (loss) attributable to SemGroup | 24,526 | 18,646 | |||||||||
Other Comprehensive Income (Loss), Net of Tax | 32,673 | (23,935) | (49,271) | ||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (30,905) | 591 | (30,625) | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | 0 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 591 | (30,625) | |||||||||
Consolidation, Eliminations [Member] | |||||||||||
Product | 0 | 0 | 0 | ||||||||
Service | 0 | 0 | 0 | ||||||||
Lease | 0 | ||||||||||
Other Revenue, Net | 0 | 0 | 0 | ||||||||
Revenue, Net | 0 | 0 | 0 | ||||||||
Costs of products sold, exclusive of depreciation and amortization shown below | 0 | 0 | 0 | ||||||||
Operating Costs and Expenses | 0 | 0 | 0 | ||||||||
General and Administrative Expense | 0 | 0 | 0 | ||||||||
Depreciation and amortization expense | 0 | 0 | 0 | ||||||||
Loss (gain) on disposal or impairment | 0 | 0 | 0 | ||||||||
Costs and Expenses | 0 | 0 | 0 | ||||||||
Earnings from equity method investments | 9,931 | (64,424) | (70,644) | ||||||||
Gain (loss) on issuance of common units by equity method investee | 0 | 0 | |||||||||
Operating Income (Loss) | 9,931 | (64,424) | (70,644) | ||||||||
Interest Expense | (854) | (806) | (1,957) | ||||||||
Loss on early extinguishment of debt | 0 | ||||||||||
Foreign Currency Transaction Gain (Loss), before Tax | 0 | 0 | 0 | ||||||||
Loss (gain) on sale or impairment of non-operated equity method investment | 0 | 0 | |||||||||
Other Nonoperating Income (Expense) | (854) | (806) | (1,957) | ||||||||
Interest and non-operating income (expense) | 0 | 0 | 0 | ||||||||
Income (loss) from continuing operations before income taxes | 9,931 | (64,424) | (70,644) | ||||||||
Income Tax Expense (Benefit) | 0 | 0 | 0 | ||||||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 9,931 | (64,424) | (70,644) | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 9,931 | (64,424) | (70,644) | ||||||||
Net income (loss) attributable to SemGroup | (64,424) | (70,644) | |||||||||
Other Comprehensive Income (Loss), Net of Tax | 0 | 0 | 0 | ||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 9,931 | (64,424) | (70,644) | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | 0 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ (64,424) | $ (70,644) |
Condensed Consolidating Guar126
Condensed Consolidating Guarantor Financial Statements Condensed Consolidating Guarantor Financial Statements Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net Cash Provided by (Used in) Operating Activities | $ 140,476 | $ 169,974 | $ 181,762 | |
Payments to Acquire Property, Plant, and Equipment | 462,713 | 312,456 | 479,530 | |
Proceeds from sale of equity method investment and other long-lived assets | 314,821 | 151 | 3,688 | |
Payments to Acquire Equity Method Investments | 26,444 | 4,188 | 46,730 | |
Proceeds from Sales of Business, Affiliate and Productive Assets | 0 | |||
Proceeds from sale of common units of equity method investee | 0 | 60,483 | 56,318 | |
Payments to acquire business, net of cash acquired | 294,239 | 0 | 0 | |
Distributions from equity method investments in excess of equity in earnings | 28,774 | 27,726 | 24,113 | |
Net Cash Provided by (Used in) Investing Activities | (439,801) | (228,284) | (442,141) | |
Payments of Debt Issuance Costs | 11,116 | 7,728 | 6,289 | |
Borrowings on credit facilities and issuance of senior unsecured notes | 1,525,377 | 382,500 | 867,208 | |
Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities | 1,052,428 | 396,890 | 560,049 | |
Payment for Debt Extinguishment or Debt Prepayment Cost | 16,293 | 0 | 0 | |
Proceeds from issuance of common shares, net of offering costs | 0 | 223,025 | 0 | |
Rose Rock equity issuance | 0 | 0 | 89,119 | |
Payments of Ordinary Dividends, Noncontrolling Interest | 0 | 32,133 | 40,410 | |
Payments for Repurchase of Common Stock | 1,473 | 965 | ||
Payments Related to Tax Withholding for Share-based Compensation | 1,473 | 965 | 4,261 | |
Payments of Ordinary Dividends, Common Stock | 129,925 | 92,910 | 69,514 | |
Proceeds from issuance of common stock under employee stock purchase plan | 1,114 | 1,010 | 1,223 | |
Intercompany payments and receipts | 0 | 0 | 0 | |
Net Cash Provided by (Used in) Financing Activities | 315,256 | 75,909 | 277,027 | |
Effect of Exchange Rate on Cash and Cash Equivalents | 3,552 | (1,479) | 850 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 19,483 | 16,120 | 17,498 | |
Cash and Cash Equivalents, at Carrying Value | 93,699 | 74,216 | 58,096 | $ 40,598 |
Reportable Legal Entities [Member] | Parent Company [Member] | ||||
Net Cash Provided by (Used in) Operating Activities | (46,556) | 84,460 | 37,259 | |
Payments to Acquire Property, Plant, and Equipment | 4,554 | 2,928 | 1,740 | |
Proceeds from sale of equity method investment and other long-lived assets | 0 | 0 | 0 | |
Payments to Acquire Equity Method Investments | 0 | 0 | 0 | |
Proceeds from Sales of Business, Affiliate and Productive Assets | 251,181 | |||
Proceeds from sale of common units of equity method investee | 60,483 | 56,318 | ||
Payments to acquire business, net of cash acquired | 0 | |||
Distributions from equity method investments in excess of equity in earnings | 0 | 0 | 35,340 | |
Net Cash Provided by (Used in) Investing Activities | (4,554) | 57,555 | 341,099 | |
Payments of Debt Issuance Costs | 11,116 | 7,728 | 601 | |
Borrowings on credit facilities and issuance of senior unsecured notes | 1,470,377 | 382,500 | 181,000 | |
Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities | 1,049,652 | 396,859 | 186,000 | |
Payment for Debt Extinguishment or Debt Prepayment Cost | 16,293 | |||
Proceeds from issuance of common shares, net of offering costs | 223,025 | |||
Rose Rock equity issuance | 0 | |||
Payments of Ordinary Dividends, Noncontrolling Interest | 0 | 0 | ||
Payments for Repurchase of Common Stock | 1,473 | 965 | ||
Payments Related to Tax Withholding for Share-based Compensation | 4,261 | |||
Payments of Ordinary Dividends, Common Stock | 129,925 | 92,910 | 69,514 | |
Proceeds from issuance of common stock under employee stock purchase plan | 1,114 | 1,010 | 1,223 | |
Intercompany payments and receipts | (198,467) | (235,645) | (304,900) | |
Net Cash Provided by (Used in) Financing Activities | 64,565 | (127,572) | (383,053) | |
Effect of Exchange Rate on Cash and Cash Equivalents | 0 | 0 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 13,455 | 14,443 | (4,695) | |
Cash and Cash Equivalents, at Carrying Value | 32,457 | 19,002 | 4,559 | 9,254 |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||||
Net Cash Provided by (Used in) Operating Activities | 98,857 | 79,054 | 122,838 | |
Payments to Acquire Property, Plant, and Equipment | 135,999 | 56,102 | 197,074 | |
Proceeds from sale of equity method investment and other long-lived assets | 312,492 | 53 | 257 | |
Payments to Acquire Equity Method Investments | 26,444 | 4,188 | 46,730 | |
Proceeds from Sales of Business, Affiliate and Productive Assets | 0 | |||
Proceeds from sale of common units of equity method investee | 0 | 0 | ||
Payments to acquire business, net of cash acquired | 0 | |||
Distributions from equity method investments in excess of equity in earnings | 28,774 | 27,726 | 24,113 | |
Net Cash Provided by (Used in) Investing Activities | 178,823 | (32,511) | (219,434) | |
Payments of Debt Issuance Costs | 0 | 0 | 5,688 | |
Borrowings on credit facilities and issuance of senior unsecured notes | 0 | 0 | 686,208 | |
Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities | 26 | 31 | 374,049 | |
Payment for Debt Extinguishment or Debt Prepayment Cost | 0 | |||
Proceeds from issuance of common shares, net of offering costs | 0 | |||
Rose Rock equity issuance | 89,119 | |||
Payments of Ordinary Dividends, Noncontrolling Interest | 32,133 | 40,410 | ||
Payments for Repurchase of Common Stock | 0 | 0 | ||
Payments Related to Tax Withholding for Share-based Compensation | 0 | |||
Payments of Ordinary Dividends, Common Stock | 0 | 0 | 0 | |
Proceeds from issuance of common stock under employee stock purchase plan | 0 | 0 | 0 | |
Intercompany payments and receipts | (277,654) | (23,437) | (253,150) | |
Net Cash Provided by (Used in) Financing Activities | (277,680) | (55,601) | 102,030 | |
Effect of Exchange Rate on Cash and Cash Equivalents | 0 | 0 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 0 | (9,058) | 5,434 | |
Cash and Cash Equivalents, at Carrying Value | 0 | 0 | 9,058 | 3,624 |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Net Cash Provided by (Used in) Operating Activities | 88,175 | 65,282 | 58,845 | |
Payments to Acquire Property, Plant, and Equipment | 322,160 | 253,426 | 280,716 | |
Proceeds from sale of equity method investment and other long-lived assets | 2,329 | 98 | 3,431 | |
Payments to Acquire Equity Method Investments | 0 | 0 | 0 | |
Proceeds from Sales of Business, Affiliate and Productive Assets | 0 | |||
Proceeds from sale of common units of equity method investee | 0 | 0 | ||
Payments to acquire business, net of cash acquired | 294,239 | |||
Distributions from equity method investments in excess of equity in earnings | 0 | 0 | 0 | |
Net Cash Provided by (Used in) Investing Activities | (614,070) | (253,328) | (277,285) | |
Payments of Debt Issuance Costs | 0 | 0 | 0 | |
Borrowings on credit facilities and issuance of senior unsecured notes | 55,000 | 0 | 0 | |
Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities | 2,750 | 0 | 0 | |
Payment for Debt Extinguishment or Debt Prepayment Cost | 0 | |||
Proceeds from issuance of common shares, net of offering costs | 0 | |||
Rose Rock equity issuance | 0 | |||
Payments of Ordinary Dividends, Noncontrolling Interest | 0 | 0 | ||
Payments for Repurchase of Common Stock | 0 | 0 | ||
Payments Related to Tax Withholding for Share-based Compensation | 0 | |||
Payments of Ordinary Dividends, Common Stock | 0 | 0 | 0 | |
Proceeds from issuance of common stock under employee stock purchase plan | 0 | 0 | 0 | |
Intercompany payments and receipts | 480,169 | 203,278 | 231,812 | |
Net Cash Provided by (Used in) Financing Activities | 532,419 | 203,278 | 231,812 | |
Effect of Exchange Rate on Cash and Cash Equivalents | 3,552 | (1,479) | 850 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 10,076 | 13,753 | 14,222 | |
Cash and Cash Equivalents, at Carrying Value | 69,872 | 59,796 | 46,043 | 31,821 |
Consolidation, Eliminations [Member] | ||||
Net Cash Provided by (Used in) Operating Activities | 0 | (58,822) | (37,180) | |
Payments to Acquire Property, Plant, and Equipment | 0 | 0 | 0 | |
Proceeds from sale of equity method investment and other long-lived assets | 0 | 0 | 0 | |
Payments to Acquire Equity Method Investments | 0 | 0 | 0 | |
Proceeds from Sales of Business, Affiliate and Productive Assets | (251,181) | |||
Proceeds from sale of common units of equity method investee | 0 | 0 | ||
Payments to acquire business, net of cash acquired | 0 | |||
Distributions from equity method investments in excess of equity in earnings | 0 | 0 | (35,340) | |
Net Cash Provided by (Used in) Investing Activities | 0 | 0 | (286,521) | |
Payments of Debt Issuance Costs | 0 | 0 | 0 | |
Borrowings on credit facilities and issuance of senior unsecured notes | 0 | 0 | 0 | |
Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities | 0 | 0 | 0 | |
Payment for Debt Extinguishment or Debt Prepayment Cost | 0 | |||
Proceeds from issuance of common shares, net of offering costs | 0 | |||
Rose Rock equity issuance | 0 | |||
Payments of Ordinary Dividends, Noncontrolling Interest | 0 | 0 | ||
Payments for Repurchase of Common Stock | 0 | 0 | ||
Payments Related to Tax Withholding for Share-based Compensation | 0 | |||
Payments of Ordinary Dividends, Common Stock | 0 | 0 | 0 | |
Proceeds from issuance of common stock under employee stock purchase plan | 0 | 0 | 0 | |
Intercompany payments and receipts | (4,048) | 55,804 | 326,238 | |
Net Cash Provided by (Used in) Financing Activities | (4,048) | 55,804 | 326,238 | |
Effect of Exchange Rate on Cash and Cash Equivalents | 0 | 0 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | (4,048) | (3,018) | 2,537 | |
Cash and Cash Equivalents, at Carrying Value | $ (8,630) | $ (4,582) | $ (1,564) | $ (4,101) |