Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 31, 2019 | Jun. 30, 2018 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 | ||
Entity Registrant Name | SEMGROUP CORPORATION | ||
Entity Central Index Key | 1,489,136 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $ 1,990,614,027 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Class A [Member] | |||
Entity Common Stock, Shares Outstanding | 79,155,214 | ||
Class B | |||
Entity Common Stock, Shares Outstanding | 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 86,655 | $ 93,699 |
Accounts receivable (net of allowance of $2,244 and $2,628, respectively) | 562,214 | 653,484 |
Receivable from affiliates | 295 | 1,691 |
Inventories | 49,397 | 101,665 |
Current assets held for sale | 0 | 38,063 |
Other current assets | 17,264 | 14,297 |
Total current assets | 715,825 | 902,899 |
Property, plant and equipment (net of accumulated depreciation of $607,903 and $444,842, respectively) | 3,457,326 | 3,315,131 |
Equity method investments | 274,009 | 285,281 |
Goodwill | 257,302 | 257,302 |
Other intangible assets (net of accumulated amortization of $90,014 and $56,409, respectively) | 365,038 | 398,643 |
Other noncurrent assets, net | 140,807 | 132,600 |
Noncurrent assets held for sale | 0 | 84,961 |
Total assets | 5,210,307 | 5,376,817 |
Current liabilities: | ||
Accounts payable | 494,792 | 587,898 |
Payable to affiliates | 3,715 | 6,971 |
Accrued liabilities | 115,095 | 131,407 |
Deferred revenue | 11,060 | 7,518 |
Current liabilities held for sale | 0 | 23,847 |
Other current liabilities | 6,495 | 3,395 |
Current portion of long-term debt | 6,000 | 5,525 |
Total current liabilities | 637,157 | 766,561 |
Long-term debt | 2,278,834 | 2,853,095 |
Deferred income taxes | 55,789 | 46,585 |
Other noncurrent liabilities | 38,548 | 38,495 |
Noncurrent liabilities held for sale | 0 | 13,716 |
Commitments and contingencies (Note 14) | ||
Redeemable preferred stock, $0.01 par value, $367,360 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) | 359,658 | 0 |
SemGroup Corporation owners’ equity: | ||
Common stock, $0.01 par value (authorized - 190,000 shares and 100,000 shares, respectively; issued - 79,270 and 79,708 shares, respectively) | 786 | 786 |
Additional paid-in capital | 1,615,969 | 1,770,117 |
Treasury stock, at cost (126 and 1,024 shares, respectively) | 705 | 8,031 |
Accumulated deficit | (73,971) | (50,706) |
Accumulated other comprehensive loss | (51,247) | (53,801) |
Total SemGroup Corporation owners’ equity | 1,490,832 | 1,658,365 |
Stockholders' Equity Attributable to Noncontrolling Interest | 349,489 | 0 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,840,321 | 1,658,365 |
Total liabilities and owners’ equity | $ 5,210,307 | $ 5,376,817 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Allowance for Doubtful Accounts Receivable, Current | $ 2,244 | $ 2,628 |
Accumulated depreciation | 607,903 | 444,842 |
Accumulated amortization on other intangible assets | $ 90,014 | $ 56,409 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Liquidation Preference, Value | $ 367,360 | $ 0 |
Preferred Stock, Shares Authorized | 4,000,000 | 4,000,000 |
Preferred Stock, Shares Issued | 350,000 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common stock shares authorized | 190,000,000 | 100,000,000 |
Common stock shares issued | 79,270,000 | 79,708,000 |
Treasury Stock, Common, Shares | 126,000 | 1,024,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | |||||||||||
Direct Financing Lease, Revenue | $ 17,549 | $ 5,843 | $ 0 | ||||||||
Total Revenues | $ 611,863 | $ 633,996 | $ 595,794 | $ 661,609 | $ 606,806 | $ 545,922 | $ 473,089 | $ 456,100 | 2,503,262 | 2,081,917 | 1,332,164 |
Expenses: | |||||||||||
Cost of Goods Sold, Excluding Depreciation, Depletion, and Amortization | 1,823,095 | 1,514,891 | 873,431 | ||||||||
Operating | 284,769 | 254,764 | 212,099 | ||||||||
General and administrative | 91,568 | 113,779 | 84,183 | ||||||||
Depreciation and amortization | 209,254 | 158,421 | 98,804 | ||||||||
Loss (gain) on disposal or impairment, net | (1,438) | (383) | 1,824 | (3,566) | (30,468) | 41,625 | (234) | 2,410 | (3,563) | 13,333 | 16,048 |
Total expenses | 578,129 | 608,825 | 578,799 | 639,370 | 548,679 | 591,067 | 465,640 | 449,802 | 2,405,123 | 2,055,188 | 1,284,565 |
Earnings from equity method investments | 16,179 | 14,528 | 14,351 | 12,614 | 15,120 | 17,367 | 17,753 | 17,091 | 57,672 | 67,331 | 73,757 |
Loss on issuance of common units by equity method investee | 0 | 0 | (41) | ||||||||
Operating income (loss) | 49,913 | 39,699 | 31,346 | 34,853 | 73,247 | (27,778) | 25,202 | 23,389 | 155,811 | 94,060 | 121,315 |
Other expenses (income): | |||||||||||
Interest expense | 149,714 | 103,009 | 62,650 | ||||||||
Loss on early extinguishment of debt | 0 | 19,930 | 0 | ||||||||
Foreign currency transaction loss (gain) | 9,501 | (4,709) | 4,759 | ||||||||
Loss on sale or impairment of non-operated equity method investment | 0 | 0 | 30,644 | ||||||||
Other expense (income), net | (2,380) | (4,632) | (1,269) | ||||||||
Total other expenses, net | 40,410 | 33,935 | 37,685 | 44,805 | 39,487 | 28,574 | 11,966 | 33,571 | 156,835 | 113,598 | 96,784 |
Income (loss) from continuing operations before income taxes | 9,503 | 5,764 | (6,339) | (9,952) | 33,760 | (56,352) | 13,236 | (10,182) | (1,024) | (19,538) | 24,531 |
Income tax expense (benefit) | 6,531 | (2,697) | (3,613) | 23,083 | 31,141 | (37,249) | 3,625 | 95 | 23,304 | (2,388) | 11,268 |
Income (loss) from continuing operations | (24,328) | (17,150) | 13,263 | ||||||||
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | (1) | ||||||||
Net income (loss) | 2,972 | 8,461 | (2,726) | (33,035) | $ 2,619 | $ (19,103) | $ 9,611 | $ (10,277) | (24,328) | (17,150) | 13,262 |
Preferred Stock Dividends, Income Statement Impact | 6,430 | 6,317 | 6,211 | 4,832 | 23,790 | 0 | 0 | ||||
Net Income (Loss) Available to Common Stockholders, Basic | (5,879) | 2,144 | (8,937) | (37,867) | (50,539) | (17,150) | 2,095 | ||||
Less: net income attributable to noncontrolling interests | 2,421 | 0 | 0 | 0 | 2,421 | 0 | 11,167 | ||||
Net income (loss) attributable to SemGroup | $ 551 | $ 8,461 | $ (2,726) | $ (33,035) | (26,749) | (17,150) | 2,095 | ||||
Other comprehensive income (loss): | |||||||||||
Currency translation adjustments | 5,198 | 20,411 | (14,224) | ||||||||
Other, net of income taxes | (2,644) | (298) | (1,128) | ||||||||
Total other comprehensive income (loss) | 2,554 | 20,113 | (15,352) | ||||||||
Comprehensive income (loss) | (21,774) | 2,963 | (2,090) | ||||||||
Less: comprehensive income attributable to noncontrolling interests | 2,421 | 0 | 11,167 | ||||||||
Comprehensive income (loss) attributable to SemGroup | $ (24,195) | $ 2,963 | $ (13,257) | ||||||||
Net income (loss) attributable to SemGroup per common share (Note 19): | |||||||||||
Basic | $ (0.08) | $ 0.03 | $ (0.11) | $ (0.48) | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ (0.65) | $ (0.24) | $ 0.04 |
Diluted | $ (0.08) | $ 0.03 | $ (0.11) | $ (0.48) | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ (0.65) | $ (0.24) | $ 0.04 |
Product [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,907,436 | $ 1,621,918 | $ 1,009,409 | ||||||||
Service [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 518,764 | 391,266 | 265,030 | ||||||||
Other revenue [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 59,513 | $ 62,890 | $ 57,725 |
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, 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) | |||||
Issuance of common stock | 228,546 | 86 | 228,460 | ||||
Acquisition of Rose Rock's noncontrolling interest | 137,392 | 133 | 198,381 | (61,122) | |||
Distributions to noncontrolling interests | (32,133) | (32,133) | |||||
Dividends | (92,910) | (92,910) | |||||
Unvested dividend equivalent rights | 587 | 521 | 66 | ||||
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) | |||||
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 | (2,073) | 2,361 | ||||
Net income (loss) | (17,150) | (17,150) | |||||
Other comprehensive income (loss), net of income taxes | 20,113 | 0 | 20,113 | ||||
Dividends | (129,925) | (129,925) | |||||
Unvested dividend equivalent rights | (1,033) | (1,033) | |||||
Non-cash equity compensation | 10,066 | 10,066 | 0 | ||||
Stock Issued During Period, Value, Acquisitions | 330,341 | 124 | 330,217 | 0 | |||
Issuance of common stock under compensation plans | 1,173 | 3 | 1,170 | ||||
Treasury Stock, Value, Acquired, Cost Method | (1,473) | (1,473) | |||||
Ending Balance at Dec. 31, 2017 | 1,658,365 | 786 | 1,770,117 | (8,031) | (50,706) | (53,801) | 0 |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 11,513 | 11,513 | |||||
Net income (loss) | (24,328) | (26,749) | 2,421 | ||||
Other comprehensive income (loss), net of income taxes | 2,554 | 0 | 0 | 0 | 0 | 2,554 | 0 |
Distributions to noncontrolling interests | (2,932) | (2,932) | |||||
Dividends | (165,842) | (165,842) | |||||
Unvested dividend equivalent rights | (728) | (728) | |||||
Non-cash equity compensation | 11,398 | 11,398 | |||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | 350,000 | 350,000 | |||||
Issuance of common stock under compensation plans | 1,026 | 2 | 1,024 | ||||
Treasury Stock, Retired, Cost Method, Amount | (2) | 8,031 | (8,029) | ||||
Treasury Stock, Value, Acquired, Cost Method | (705) | (705) | |||||
Ending Balance at Dec. 31, 2018 | $ 1,840,321 | $ 786 | $ 1,615,969 | $ (705) | $ (73,971) | $ (51,247) | $ 349,489 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (24,328) | $ (17,150) | $ 13,262 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 209,254 | 158,421 | 98,804 |
Loss on disposal or impairment, net | (3,563) | 13,333 | 16,048 |
Equity earnings from investments | (57,672) | (67,331) | (73,757) |
Loss on issuance of common units by equity method investee | 0 | 0 | 41 |
Loss on sale or impairment of non-operated equity method investment | 0 | 0 | 30,644 |
Distributions from equity investments | 57,625 | 66,748 | 76,442 |
Amortization and write down of debt issuance costs | 7,651 | 6,221 | 7,561 |
Loss on early extinguishment of debt | 0 | 19,930 | 0 |
Deferred tax expense (benefit) | 8,311 | (9,829) | 8,447 |
Non-cash compensation expense | 11,522 | 10,253 | 10,216 |
Provision for uncollectible accounts receivable, net of recoveries | 390 | 165 | (527) |
Gain on pension curtailment | 0 | (3,008) | 0 |
Inventory valuation adjustment | 5,200 | 455 | 0 |
Foreign currency transaction loss (gain) | 9,501 | (4,709) | 4,759 |
Changes in operating assets and liabilities (Note 22) | 45,813 | (33,023) | (21,966) |
Net cash provided by operating activities | 269,704 | 140,476 | 169,974 |
Cash flows from investing activities: | |||
Capital expenditures | (390,734) | (462,713) | (312,456) |
Proceeds from sale of equity method investment and other long-lived assets | 1,958 | 314,821 | 151 |
Investments in non-consolidated subsidiaries | (7,781) | (26,444) | (4,188) |
Payments to acquire business, net of cash acquired | 0 | 294,239 | 0 |
Proceeds from sale of common units of equity method investee | 0 | 0 | 60,483 |
Proceeds from Divestiture of Businesses, Net of Cash Divested | 147,787 | 0 | 0 |
Distributions from equity method investments in excess of equity in earnings | 19,100 | 28,774 | 27,726 |
Net cash provided by (used in) investing activities | (229,670) | (439,801) | (228,284) |
Cash flows from financing activities: | |||
Debt issuance costs | (4,720) | (11,116) | (7,728) |
Borrowings on credit facilities and issuance of senior unsecured notes | 1,258,500 | 1,525,377 | 382,500 |
Principal payments on debt and other obligations | (1,839,894) | (1,052,428) | (396,890) |
Debt extinguishment costs | 0 | (16,293) | 0 |
Proceeds from Noncontrolling Interests | 350,000 | 0 | 0 |
Distributions to noncontrolling interests | (2,932) | 0 | (32,133) |
Proceeds from Issuance of Preferred Stock and Preference Stock | 342,299 | 0 | 0 |
Repurchase of common stock for payment of statutory taxes due on equity-based compensation | (705) | (1,473) | (965) |
Dividends paid | (148,482) | (129,925) | (92,910) |
Proceeds from issuance of common stock under employee stock purchase plan | 930 | 1,114 | 1,010 |
Proceeds from issuance of common shares, net of offering costs | 0 | 0 | 223,025 |
Net cash provided by (used in) financing activities | (45,004) | 315,256 | 75,909 |
Effect of exchange rate changes on cash and cash equivalents | (2,074) | 3,552 | (1,479) |
Change in cash and cash equivalents | (7,044) | 19,483 | 16,120 |
Cash and cash equivalents at beginning of period | 93,699 | 74,216 | 58,096 |
Cash and cash equivalents at end of period | $ 86,655 | $ 93,699 | $ 74,216 |
Overview
Overview | 12 Months Ended |
Dec. 31, 2018 | |
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 and refined products. 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, 2018 , our operating and reportable segments include the following: • our U.S. Liquids segment operates crude oil pipelines, truck transportation, storage, terminals and marketing businesses in the U.S. Additionally, we store, blend and transport refinery products and refinery feedstocks via pipeline, barge, rail, truck and ship and operate a residual fuel oil storage terminal in the U.S. Gulf Coast; • our U.S. Gas segment provides natural gas gathering, processing and marketing services. U.S. Gas aggregates gas supplies from the wellhead and provides various services to producers that condition the wellhead gas production for downstream markets; and • our Canada segment provides natural gas gathering and processing services in Alberta, Canada and 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% |
Consolidation And Basis Of Pres
Consolidation And Basis Of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
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. Outside ownership interests in consolidated subsidiaries are reported as noncontrolling interests in the consolidated financial statements. Proportionally consolidated assets Our Canada 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 $570.8 million at December 31, 2018 . 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 Pipeline, LLC ("White Cliffs"), which we account for under the equity method as the other owners have substantive rights to participate in its management. White Cliffs is included in our U.S. Liquids segment. We own an 11.78% |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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. INVENTORY —Inventory consists of crude oil and is 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. During the year ended December 31, 2018 and 2017, our U.S. Liquids segment recorded non-cash charges of $5.2 million and $0.5 million , respectively, to write-down crude oil inventory to the lower of cost or net realizable value. Asphalt inventory related to our former Mexican operations of $15.6 million was classified as held for sale at December 31, 2017. 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 Canada 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. 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 10, the fair value of commodity derivatives at December 31, 2018 and 2017 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. PREFERRED STOCK —Preferred stock is classified as debt, equity or mezzanine equity based on its redemption features. Preferred stock with redemption features outside of the control of the issuer, such as contingent redemption features, is classified as mezzanine equity. Preferred stock with mandatory redemption features is classified as debt. Preferred stock with no redemption features, or redemption features over which the issuer has control, is classified as equity. REVENUE RECOGNITION —Product sales revenues are recognized at the time control of the product transfers to the purchaser, which typically occurs upon receipt of the product by the purchaser. Service revenues are generally recognized overtime as the service is performed. 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 were required under previous U.S. GAAP. On January 1, 2018, we adopted the guidance of ASU 2014-09, codified as Accounting Standards Codification 606 - Revenue from Contracts with Customers (“ASC 606”), using a modified retrospective approach. Upon adoption, a reduction to accumulated deficit of $11.5 million was recorded to reflect the impact of adoption related to uncompleted contracts at the date of adoption. The impacts of adoption to the current period results are as follows (in thousands): December 31, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Accounts receivable, net $ 562,214 $ 562,057 $ 157 Other noncurrent assets $ 140,807 $ 119,911 $ 20,896 Other current liabilities $ 6,495 $ 6,538 $ (43 ) Deferred income taxes $ 55,789 $ 50,045 $ 5,744 Accumulated deficit $ (73,971 ) $ (89,324 ) $ 15,353 Year Ended December 31, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Revenue $ 2,503,262 $ 2,483,962 $ 19,300 Cost of sales $ 1,823,095 $ 1,808,129 $ 14,966 General and administrative expense $ 91,568 $ 91,168 $ 400 Income tax benefit $ 23,304 $ 23,209 $ 95 Net loss $ (24,328 ) $ (28,167 ) $ 3,839 Net loss attributable to common shareholders $ (50,539 ) $ (54,378 ) $ 3,839 Net loss per common share: Basic $ (0.65 ) $ (0.70 ) $ 0.05 Diluted $ (0.65 ) $ (0.70 ) $ 0.05 • Changes to revenue primarily relate to the timing of recognition of deficiencies on take-or-pay agreements for which there is a contractual make-up period and a change to reporting certain gas gathering and processing fees as revenue rather than a reduction of cost of sales. Under ASC 605 - Revenue (“ASC 605”), revenue related to deficiencies with a make-up period was deferred until the contractual right to make-up a deficiency expired. Under ASC 606, we recognize all or a portion of revenue related to deficiencies before the make-up period expires if we determine that it is probable that the customer will not make-up all or some of its deficient volumes, for example if there is insufficient capacity to make up the deficient volumes. This may lead to earlier recognition of deficiency revenues under ASC 606 as compared with ASC 605. • Changes to cost of sales are due to how certain gathering and processing fees related to percentage of proceeds contracts are treated as revenues rather than reductions to purchase price of commodities (cost of sales). • Changes to accounts receivable, net and noncurrent receivables (included in other noncurrent assets on the condensed consolidated balance sheets) primarily relate to the timing of recognizing take-or-pay deficiencies with make-up rights as discussed above. Noncurrent receivables relate to contracts for which we do not have the right to bill the customer for deficiencies until the contract expiration date. • Changes to other noncurrent assets include success fee payments to third parties for certain contracts which were expensed as incurred under ASC 605, but which have been recognized as assets under ASC 606 and are amortized to general and administrative expense in the consolidated statement of operations and comprehensive income (loss). • Changes to deferred income taxes primarily relate to the deferred tax impact of adoption entries. • Changes to retained earnings are due to the impact of adoption at January 1, 2018, as described above, and cumulative differences in net income through December 31, 2018. See Note 18 for additional information. 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 operated in four countries, until the disposal of our U.K. and Mexican operations in early 2018, and each segment has identified a “functional currency,” which is the primary currency in the environment in which the segment operates. The functional currencies included the U.S. dollar, the Canadian dollar, the British pound sterling, and the Mexican peso. Subsequent to the disposal of our U.K. and Mexican operations, our functional currencies are the U.S. and Canadian dollars. 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 October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory”, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. We adopted this guidance in the first quarter of 2018. The impact was not material. In 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 adopted this guidance in the first quarter of 2019. We recorded a $10.9 million adjustment to retained earnings upon adoption. 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. We adopted this guidance retrospectively in the first quarter of 2018. For the years ended December 31, 2017 and 2016, we reclassified $3.2 million , of non-service pension gains and $0.3 million of non-service pension costs, respectively, from “general and administrative expense” to “other expense (income)”. 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. 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. We adopted this guidance in the first quarter of 2018. The impact was not material. NONCONTROLLING INTEREST —Noncontrolling interests represents a 49% interest in our consolidated subsidiary, Maurepas Pipeline, LLC in the form of Class B shares of Maurepas Pipeline, LLC. The Class B shares provide for a monthly preference on Maurepas Pipeline, LLC distributions for the owners. 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 — On August 27, 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”, which modifies the disclosure requirements in Topic 820 by removing, adding or modifying certain fair value measurement disclosures. For public entities, this ASU is effective for annual periods beginning after December 15, 2019, and interim periods therein. Early adoption is permitted. We will adopt this guidance in the first quarter of 2020. The impact is not expected to be material. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)”, to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update addresses eight different transaction types and clarifies how to classify each in the statement of cash flows, where previously there was unclear or no specific guidance. We adopted this guidance in the first quarter of 2018. The impact was not material. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, as amended, which amends the existing lease guidance to require lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by operating and finance leases and to disclose additional quantitative and qualitative information about leasing arrangements. This ASU, as amended, also provides clarifications surrounding the presentation of the effects of leases in the income statement and statement of cash flows. For public entities, this ASU will be effective for annual periods beginning after December 15, 2018, and interim periods within those years. We have elected the package of practical expedients such that we will not reassess whether any expired or existing contracts contain leases, we will not reassess the lease classification for any expired or existing leases and we will not reassess initial direct costs for any leases. Additionally, we have elected the practical expedient not to reassess certain land easements. As such, certain storage tank, pipeline leases and land easements, which are not currently treated as leases, maybe become leases as these agreements are renewed or modified depending on the terms of the renewal or modification. Additionally, the classification for existing leases may change as agreements are renewed or modified. We adopted the standard at January 1, 2019, and recorded approximately $100 million of right of use assets and lease liabilities. We recognized a cumulative-effect adjustment to the opening balance of retained earnings of approximately $0.2 million |
Disposals of Long-Lived Assets
Disposals of Long-Lived Assets | 12 Months Ended |
Dec. 31, 2018 | |
Disposals And Impairments Of Long-Lived Assets [Abstract] | |
Disposals of Long-Lived Assets | DISPOSALS OR IMPAIRMENTS OF LONG-LIVED ASSETS Year ended December 31, 2018 On January 5, 2018, we entered into a definitive agreement to sell our Mexican asphalt business. The sale closed on March 15, 2018, for $70.7 million . We recorded a pre-tax gain on disposal of $1.6 million for the year ended December 31, 2018. The Mexican asphalt business contributed $2.3 million of pre-tax income for the year ended December 31, 2018, excluding the gain on disposal. At December 31, 2017, the assets and liabilities of the Mexican asphalt business were 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 , and classified as held for sale. 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, prior to the write-down to net realizable value. On February 23, 2018, we entered into an agreement to sell our U.K. operations, SemLogistics. The sale closed on April 12, 2018, for $73.1 million . We recorded a pre-tax gain on disposal of $0.4 million for the year ended December 31, 2018. The U.K. business contributed pre-tax income of $5.4 million for the year ended December 31, 2018, excluding the gain on disposal. At December 31, 2017, the assets and liabilities of the U.K. operations were 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 , and classified as held for sale. 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, prior to the write-down to net realizable value. 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 U.S. Gas 30,985 Crude oil trucking goodwill impairment (Note 9) U.S. Liquids 26,628 Crude oil trucking intangible asset impairment (Note 9) U.S. Liquids 12,087 Gain on sale of Glass Mountain Pipeline LLC (Note 6) U.S. Liquids (150,266 ) Other 3,727 Loss on disposal or impairment, net $ 13,333 At December 31, 2017, we recorded a $31.0 million impairment of our Sherman, Texas natural gas gathering and processing assets of our U.S. Gas 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 Pipeline LLC ("Glass Mountain"). See Note 9 for discussion of impairment of goodwill and finite-lived intangible assets recorded by our U.S. Liquids 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 9 for discussion of goodwill impairment related to our U.S. Gas segment. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Acquisitions [Abstract] | |
Business Combination Disclosure [Text Block] | ACQUISITIONS Year ended December 31, 2018 There were no significant acquisitions during the year ended December 31, 2018. 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 in two payments. 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 with an acquisition date fair value of $330 million , and the assumption of existing HFOTCO debt of approximately $766 million . On April 17, 2018, we made the final payment related to the HFOTCO acquisition in the amount of $579.6 million . The payment was funded through revolving credit facility borrowings and cash on hand. 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. HFOTCO is included in the U.S. Liquids segment. 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. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 White Cliffs $ 255,043 $ 266,362 NGL Energy 18,966 18,919 Total equity method investments $ 274,009 $ 285,281 Our earnings from equity method investments consist of the following (in thousands): Year Ended December 31, 2018 2017 2016 White Cliffs $ 57,625 $ 59,851 $ 69,007 Glass Mountain — 7,494 2,562 NGL Energy (1) 47 (14 ) 2,188 Total earnings from equity method investments $ 57,672 $ 67,331 $ 73,757 (1) Excluding a loss on issuance of common units of $41.0 thousand for the year ended December 31, 2016. Cash distributions received from equity method investments consist of the following (in thousands): Year Ended December 31, 2018 2017 2016 White Cliffs $ 76,725 $ 77,511 $ 88,839 Glass Mountain — 18,011 10,456 NGL Energy — — 4,873 Total cash distributions received from equity method investments $ 76,725 $ 95,522 $ 104,168 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, 2018 , 2017 and 2016 , 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, 2018 , 2017 and 2016 , we contributed $6.5 million , $1.4 million and $2.2 million , respectively, to fund White Cliffs capital projects. In 2018, we announced that we will convert one of the White Cliffs 12-inch carrier pipelines from crude service to natural gas liquids service. Remaining contributions related to the conversion project will be paid in 2019 and are expected to total $27.2 million . The project is expected to be completed during the fourth quarter of 2019. 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, 2018 and 2017 and for each of the three years in the period ended December 31, 2018 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. For the year ended December 31, 2017, we recorded a pre-tax gain on disposal of $150.3 million , which was reported in "loss (gain) 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. For the year ended December 31, 2018, we recorded an incremental gain of $1.1 million related to customary post-closing adjustments related to the prior year sale of our equity interest in Glass Mountain. NGL Energy At December 31, 2018, 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 issuance and sale of NGL Energy units During the year ended December 31, 2016, we sold 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. Subsequent to this disposal, we no longer hold a limited partner interest in NGL Energy. Gain on disposal of NGL Energy limited partner units is included in "loss on sale or impairment of non-operated equity method investment" in our consolidated statements of operations and comprehensive income (loss). During the year ended December 31, 2016, our limited partnership interest was diluted in connection with an NGL Energy common unit issuance. Accordingly, we recorded a non-cash loss of $41.0 thousand for the year ended December 31, 2016 related to this transaction, which is included in "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 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets [Abstract] | |
Other Assets | OTHER ASSETS Other current assets consist of the following (in thousands): December 31, 2018 2017 Prepaid expenses $ 8,379 $ 8,746 Other 8,885 5,551 Total other current assets $ 17,264 $ 14,297 Other noncurrent assets consist of the following (in thousands): December 31, 2018 2017 Capitalized loan fees $ 6,074 $ 8,774 Net investment in direct financing lease 69,222 67,825 Deferred tax asset 25,307 33,792 Other 40,204 22,209 Total other noncurrent assets, net $ 140,807 $ 132,600 Net investment in direct financing lease, included in the table above, relates to our HFOTCO operations' 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, 2018 , 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, 2019 $ 13,732 December 31, 2020 13,031 December 31, 2021 12,800 December 31, 2022 12,804 December 31, 2023 12,808 Thereafter 18,151 Total minimum lease payments $ 83,326 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Land $ 308,166 $ 273,168 Pipelines and related facilities 1,023,502 926,799 Storage and terminal facilities 1,247,115 1,111,001 Natural gas gathering and processing facilities 1,055,305 940,130 Linefill 27,972 25,747 Trucking equipment and other 45,567 45,162 Office property and equipment 69,498 63,052 Construction-in-progress 288,104 374,914 Property, plant and equipment, gross 4,065,229 3,759,973 Accumulated depreciation (607,903 ) (444,842 ) Property, plant and equipment, net $ 3,457,326 $ 3,315,131 Land in the table above includes $120.2 million and $106.2 million of rights-of-way at December 31, 2018 and 2017 , respectively. The weighted average remaining useful life of rights-of-way at December 31, 2018 , was approximately 19 years . We recorded depreciation expense of $173.1 million , $126.3 million and $87.9 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. We include within the cost of property, plant and equipment interest costs incurred while an asset is being constructed. We capitalized $12.6 million , $18.4 million and $17.0 million of interest costs during the years ended December 31, 2018 , 2017 and 2016 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Other Intangible Assets [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Goodwill relates to our U.S Liquids segment. Changes in goodwill balances during the period from December 31, 2015 to December 31, 2018 are shown below (in thousands): Balance, December 31, 2015 $ 48,032 U.S. Gas impairment loss (13,052 ) Currency translation adjustments (750 ) Balance, December 31, 2016 34,230 U.S. Liquids - Crude oil trucking impairment loss (26,628 ) Reclassification of Mexican asphalt business goodwill as held for sale (Note 4) (7,808 ) U.S. Liquids - HFOTCO acquisition (Note 5) 257,302 Currency translation adjustments 206 Balance, December 31, 2017 257,302 Balance, December 31, 2018 $ 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. Testing goodwill for impairment requires estimation of future economic benefit based on management's judgment and assumptions about numerous variables including selling prices, costs, the level of activity and appropriate discount rates. Future results may be different from management's assumptions. No impairments were indicated as of October 1, 2018. U.S. Liquids - 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 U.S. Liquids 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 (gain) on disposal or impairment, net” in our consolidated statements of operations and comprehensive income (loss). U.S. Gas goodwill impairment - 2016 In March 2016, our U.S. Gas 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 U.S. Gas segment's long-lived assets, finite-lived intangible assets and goodwill for impairment at March 31, 2016. No impairment was indicated for U.S. Gas' long-lived assets and finite-lived intangible assets based on an undiscounted cash flow analysis. However, we did record an impairment of U.S. Gas' 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 U.S. Gas 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. Other intangible assets The gross carrying amount and accumulated amortization of intangible assets are shown below (in thousands): December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 424,000 $ (67,917 ) $ 356,083 $ 424,000 $ (49,717 ) $ 374,283 Non-compete agreement 30,000 (21,250 ) 8,750 30,000 (6,250 ) 23,750 Trade names 52 (47 ) 5 52 (42 ) 10 Customer contract 1,000 (800 ) 200 1,000 (400 ) 600 Total other intangible assets $ 455,052 $ (90,014 ) $ 365,038 $ 455,052 $ (56,409 ) $ 398,643 Changes in other intangible asset balances during the period from December 31, 2015 to December 31, 2018 , are shown below (in thousands): Balance, December 31, 2015 $ 162,223 Amortization (10,928 ) Currency translation adjustments (317 ) Balance, December 31, 2016 150,978 U.S. Liquids - HFOTCO acquisition (Note 5) 291,000 U.S. Liquids - 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 Amortization (33,605 ) Balance, December 31, 2018 $ 365,038 Our other intangible assets consist primarily of customer relationships at our U.S. Liquids and U.S. Gas segments and a non-compete agreement at our U.S. Liquids 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 or if the cash flows associated with those relationships decrease. We estimate that future amortization of other intangible assets will be as follows (in thousands): For the year ending: December 31, 2019 $ 39,455 December 31, 2020 30,000 December 31, 2021 30,200 December 31, 2022 28,600 December 31, 2023 27,100 Thereafter 209,683 Total estimated amortization expense $ 365,038 |
Financial Instruments and Conce
Financial Instruments and Concentrations of Risk | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Netting (1) Total Assets: Commodity derivatives (2) $ 4,658 $ — $ — $ (973 ) $ 3,685 Total assets 4,658 — — (973 ) 3,685 Liabilities: Commodity derivatives 973 — — (973 ) — Foreign currency forwards — 2,985 — — 2,985 Interest rate swaps — — 1,482 — 1,482 Total liabilities 973 2,985 1,482 (973 ) 4,467 Net assets (liabilities) at fair value $ 3,685 $ (2,985 ) $ (1,482 ) $ — $ (782 ) 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 ) (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, 2018 , 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, 2018 Year Ended December 31, 2017 Net liabilities - beginning balance $ 1,228 $ — Interest rate swaps acquired through acquisition (Note 5) — 3,275 Transfers out of Level 3 — — Realized/Unrealized (gain) loss included in earnings* 163 (1,124 ) Settlements 91 (923 ) Net liabilities - ending balance $ 1,482 $ 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 year ended December 31, 2016. See Note 12 for fair value of debt instruments and Note 13 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, 2018 2017 2016 Sales 14,013 12,979 33,694 Purchases 13,417 13,430 33,819 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, 2018 December 31, 2017 Other Current Assets Other Current Liabilities Other Current Assets Other Current Liabilities $ 3,685 $ — $ — $ 1,368 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 $0.1 million and $1.9 million at December 31, 2018 and 2017 , 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, 2018 and 2017 , we would have had net asset positions of $3.8 million and $0.5 million , respectively. Realized and unrealized gains (losses) from our commodity derivatives were recorded to product revenue in the following amounts (in thousands): Year Ended December 31, 2018 2017 2016 Realized and unrealized gain (loss) $ 12,088 $ (2,193 ) $ (4,485 ) Interest rate swaps We have interest rate swaps which allow us to limit exposure to interest rate fluctuations. The swaps only apply to a portion of our outstanding debt and provide only partial mitigation of interest rate fluctuations. We have not designated the swaps as hedges, as such changes in the fair value of the swaps are recorded through current period earnings as a component of interest expense. At December 31, 2018 and 2017 , we had interest rate swaps with notional values of $524.3 million and $491.1 million , respectively. At December 31, 2018 and 2017 , the fair value of our interest rate swaps was $1.5 million and $1.2 million , respectively, which was reported within "other current liabilities" and "other noncurrent liabilities” in our condensed consolidated balance sheet. For the year ended December 31, 2018 , we recognized realized and unrealized losses of $0.2 million related to interest rate swaps. For the year ended December 31, 2017 , we recognized realized and unrealized gains of $1.1 million related to interest rate swaps. We did not have any interest rate swaps during the year ended December 31, 2016. Foreign currency forwards We have foreign currency forwards primarily to purchase Canadian dollars to limit exposure to foreign currency rate fluctuations for capital contributions to our 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, 2018 and 2017 , we had foreign currency forwards with notional values of $56.1 million and $197.7 million , respectively. At December 31, 2018 and 2017 , the fair value of our foreign currency swaps was $3.0 million and $2.6 million , respectively, which is reported within "other current liabilities" and "other noncurrent assets, net", respectively, in our consolidated balance sheet. For the year ended December 31, 2018 , we recognized realized and unrealized losses of $10.2 million , related to foreign currency forwards. For the year ended December 31, 2017 , we recognized realized and unrealized gains of $2.8 million , related to foreign currency forwards. We did not have any foreign currency forwards during the year ended December 31, 2016. Concentrations of risk During the year ended December 31, 2018 , one customer, primarily of our U.S. Liquids segment, accounted for more than 10% of our consolidated revenue with revenues of $645.0 million . One third-party supplier, primarily of our U.S. Liquids segment, accounted for more than 10% of our costs of products sold with purchases of $248.7 million . At December 31, 2018 , two customers, primarily of our U.S. Liquids segment, accounted for approximately 28% of our consolidated accounts receivable. Our U.S. Gas segment has a significant concentration of producers which account for a large portion of our U.S. Gas segment's volumes. During the year ended December 31, 2018 , three producers accounted for approximately 89% of our total processed volumes. During the year ended December 31, 2018 , two producers accounted for 83% of our total gathered volumes. Additionally, all of the processing and gathering volumes from these customers are produced in the Northern Oklahoma region. Our Canada segment's 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 our Canada segment. Assets and liabilities of subsidiaries outside the United States The following table summarizes the assets and liabilities (excluding affiliate balances) at December 31, 2018 , of our subsidiaries outside the United States (in thousands): Canada Cash and cash equivalents $ 17,107 Other current assets 78,542 Noncurrent assets 590,714 Total assets $ 686,363 Current liabilities $ 69,798 Noncurrent liabilities 76,192 Total liabilities 145,990 Net assets $ 540,373 Employees At December 31, 2018 , we had approximately 880 employees, including approximately 265 employees in Canada. Approximately 55 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 U.S. $ (53,517 ) $ (64,423 ) $ (766 ) Foreign 52,493 44,885 25,297 Consolidated $ (1,024 ) $ (19,538 ) $ 24,531 The following table summarizes income tax provision (benefit) from continuing operations by jurisdiction (in thousands): Year Ended December 31, 2018 2017 2016 Current income tax provision: Foreign $ 14,343 $ 7,058 $ 2,821 U.S. federal — — — U.S. state 650 383 — 14,993 7,441 2,821 Deferred income tax provision (benefit): Foreign 9,610 5,318 4,071 U.S. federal (664 ) (15,379 ) 5,142 U.S. state (635 ) 232 (766 ) 8,311 (9,829 ) 8,447 Provision (benefit) for income taxes $ 23,304 $ (2,388 ) $ 11,268 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, 2018 2017 2016 Income from continuing operations before income taxes $ (1,024 ) $ (19,538 ) $ 24,531 U.S. federal statutory rate 21 % 35 % 35 % Provision at statutory rate (215 ) (6,838 ) 8,586 State income taxes—net of federal benefit 13 401 (498 ) Effect of rates other than statutory 3,042 (3,842 ) (1,966 ) Effect of U.S. taxation on foreign branches 11,023 15,710 8,854 Noncontrolling interest (508 ) — (3,908 ) Foreign tax credit and offset to branch deferreds 1,447 45,245 (6,026 ) Effect of U.S. deduction of foreign tax (3,012 ) (7,514 ) — Impact of valuation allowance on deferred tax assets — (65,327 ) 6,026 Foreign withholding taxes 10,187 858 18 Stock-based compensation 1,427 1,351 — Effect of U.S. federal statutory rate reduction — — 17,638 — Other, net (100 ) (70 ) 182 Provision (benefit) for income taxes $ 23,304 $ (2,388 ) $ 11,268 For the years ended December 31, 2018 , 2017 and 2016 , 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. 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, 2018 and 2017 (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss and other credit carryforwards $ 139,274 $ 44,867 Compensation and benefits 5,480 7,156 Inventories 44 322 Intangible assets — 16,714 Pension plan 813 1,760 Allowance for doubtful accounts 577 956 Deferred revenue 2,493 4,953 Foreign tax credit and offset to branch deferreds 55,272 56,719 Other 19,127 28,201 less: valuation allowance (45,614 ) (45,682 ) Net deferred tax assets 177,466 115,966 Deferred tax liabilities: Intangible assets (12,849 ) (5,074 ) Prepaid expenses — (1,447 ) Property, plant and equipment (189,529 ) (108,646 ) Equity investment in partnerships (3,572 ) (24,315 ) Other (2,010 ) (2,402 ) Total deferred tax liabilities (207,960 ) (141,884 ) Net deferred tax liabilities $ (30,494 ) $ (25,918 ) At December 31, 2018 , we had a cumulative U.S. federal net operating loss of approximately $535.6 million that can be carried forward to apply against taxable income generated in future years. $350.4 million of this carryforward may be carried forward indefinitely and the remaining carryforward begins to expire in 2031. We had cumulative U.S. state net operating losses of approximately $371.0 million available for carryforward, which begin to expire in 2019. We had foreign net operating losses of $0.8 million available for carryforward, which begin to expire in 2025. We had foreign tax credits of approximately $44.6 million available for carryforward, which begin to expire in 2020. We had interest expense limitation of $31.8 million available for indefinite carryforward. The valuation allowance decreased by $0.1 million during 2018. The change is primarily 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, our foreign net operating loss carryovers 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 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 December 31, December 31, Senior unsecured notes due 2022 5.625% 400,000 400,000 Senior unsecured notes due 2023 5.625% 350,000 350,000 Senior unsecured notes due 2025 6.375% 325,000 325,000 Senior unsecured notes due 2026 7.250% 300,000 300,000 SemGroup $1.0 billion corporate revolving credit facility (1) Alternate base rate borrowings 7.250% 24,500 — Eurodollar borrowings 5.156% 95,000 131,000 HFOTCO acquisition final payment — 565,868 HFOTCO term loan B (2) 5.280% 597,000 532,125 HFOTCO tax exempt notes payable due 2050 3.399% 225,000 225,000 HFOTCO $75 million revolving credit facility — 60,000 Capital leases — 25 Unamortized premium (discount) and debt issuance costs, net (31,666 ) (30,398 ) Total long-term debt, net 2,284,834 2,858,620 Less: current portion of long-term debt 6,000 5,525 Noncurrent portion of long-term debt, net $ 2,278,834 $ 2,853,095 (1) SemGroup $1.0 billion corporate revolving credit facility matures on May 15, 2021. (2) HFOTCO term loan B is due in quarterly installments of $1.5 million , with a final payment due on June 26, 2025. HFOTCO credit agreement On June 26, 2018, HFOTCO and Buffalo Gulf Coast Terminals LLC ("BGCT") entered into an Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”). Pursuant to the Amendment and Restatement Agreement, the HFOTCO credit agreement was amended and restated in its entirety (as so amended and restated, the “Restated HFOTCO Credit Agreement”). The Restated HFOTCO Credit Agreement increased the aggregate term loans incurred thereunder to $600 million , terminated the HFOTCO $75.0 million revolving credit facility, and extended the maturity date of the term loans to June 26, 2025 (the “Maturity Date”). In addition, HFOTCO may incur additional term loans in an aggregate amount not to exceed the greater of $120 million and a measure of HFOTCO’s EBITDA, defined in the credit agreement, at the time of determination, plus additional amounts subject to satisfaction of certain leverage-based criteria, subject to receiving commitments for such additional term loans from either new lenders or increased commitments from existing lenders. The term loan B was issued at a discount of $1.5 million . At HFOTCO’s option, the term loans will bear interest at the Eurodollar rate or an alternate base rate (“ABR”), plus, in each case, an applicable margin of 2.75% relating to any term loans accruing interest at the Eurodollar rate and 1.75% relating to term loans accruing interest at ABR. HFOTCO acquisition final payment On April 17, 2018, we made the final payment related to the HFOTCO acquisition in the amount of $579.6 million . The payment was funded through revolving credit facility borrowings and cash on hand. 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, LLC, Beachhead Holdings LCC, Beachhead I LLC and Beachhead II 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, 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. Pledges and guarantees Our senior unsecured notes are guaranteed by certain subsidiaries. See Note 25 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 and HFOTCO tax exempt notes payable 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. 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 Restated HFOTCO Credit Agreement includes customary representations and warranties and affirmative and negative covenants, which were made only for the purposes of the Restated HFOTCO Credit Agreement and as of the specific date (or dates) set forth therein, and may be subject to certain limitations as agreed upon by the contracting parties, and apply only to BGCT, HFOTCO and any subsidiaries of HFOTCO party to the Restated HFOTCO Credit Agreement. Such limitations include the creation of new liens, indebtedness, making of certain restricted payments and payments on indebtedness, making certain dispositions, making material changes in business activities, making fundamental changes including liquidations, mergers or consolidations, making certain investments, entering into certain transactions with affiliates, making amendments to material agreements, modifying the fiscal year, dealing with hazardous materials in certain ways, entering into certain hedging arrangements, entering into certain restrictive agreements, and funding or engaging in sanctioned activities. The Restated HFOTCO Credit Agreement includes customary events of default, including events of default relating to inaccuracy of representations and warranties in any material respect when made or when deemed made, non-payment of principal and other amounts owing under the Restated HFOTCO Credit Agreement, including, in respect of, violation of covenants, cross acceleration to any material indebtedness of BGCT, HFOTCO and its subsidiaries, bankruptcy and insolvency events, certain unsatisfied judgments, certain ERISA events, certain invalidities of loan documents and the occurrence of a change of control. A default under the Restated HFOTCO Credit Agreement would permit the participating banks to require immediate repayment of any outstanding loans with interest and any unpaid accrued fees, and subject to intercreditor arrangements with the holders of the HFOTCO tax exempt notes payable, exercise other rights and remedies. 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. 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, 2018 (dollars in thousands): SemGroup $1.0 billion revolving credit facility 2.75% $ 24,335 Secured bi-lateral (1) 1.75% $ 19,053 (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. Scheduled principal payments The following table summarizes the scheduled principal payments as of December 31, 2018 (in thousands): Total For the year ended: December 31, 2019 $ 6,000 December 31, 2020 6,000 December 31, 2021 125,500 December 31, 2022 406,000 December 31, 2023 356,000 Thereafter 1,417,000 Total $ 2,316,500 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 $2.2 billion at December 31, 2018 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
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 , $3.0 million , and $2.7 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Pension plans We sponsor a defined benefit pension plan and a supplemental defined benefit pension plan for certain employees of the Canada segment hired before June 30, 2001 (the “Canada Plans”). Additionally, we sponsor a defined benefit pension plan for certain employees of the U.S. Liquids segment at HFOTCO and a supplemental defined benefit plan covering a former key executive of HFOTCO (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, 2018 and 2017 (in thousands): December 31, 2018 2017 Projected benefit obligation $ 50,049 $ 53,489 Fair value of plan assets 39,197 43,098 Funded status: $ (10,852 ) $ (10,391 ) We recorded other noncurrent liabilities of $2.0 million and $2.3 million at December 31, 2018 and 2017 , respectively, to reflect the funded status of the Canada Plans. We recorded other noncurrent liabilities of $8.8 million and $8.1 million at December 31, 2018 and 2017 , respectively, to reflect the funded status of the HFOTCO Plans. All of the Canada 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, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 831 $ — $ — $ 831 $ 538 $ — $ — $ 538 Mutual funds 15,125 — — 15,125 16,671 — — 16,671 Pooled mutual funds — 23,241 — 23,241 — 25,889 — 25,889 Total $ 15,956 $ 23,241 $ — $ 39,197 $ 17,209 $ 25,889 $ — $ 43,098 We record changes in the funded status of the Pension Plans to other comprehensive income (loss), net of income taxes. These amounts were losses of $2.6 million , $0.3 million and $1.1 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Retiree medical plan We sponsor an unfunded, post-employment health benefit plan (the “Health Plan”) for certain employees of our Canada segment. The projected benefit obligation related to the Health Plan was $1.5 million at December 31, 2018 , and $1.7 million at December 31, 2017 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Environmental We may, from time to time, experience leaks of petroleum products from our facilities and, as a result of which, we may incur remediation obligations or property damage claims. In addition, we are subject to numerous environmental regulations. Failure to comply with these regulations could result in the assessment of fines or penalties by regulatory authorities. The Kansas Department of Health and Environment ("the KDHE") initiated discussions during our bankruptcy proceeding regarding six of our sites in Kansas ( five owned by our U.S. Liquids segment and one owned by our U.S. Gas segment) 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, 2015 through December 31, 2018 (in thousands): 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 Accretion 4,070 Payments made (3,111 ) Currency translation adjustments (1,820 ) Balance, December 31, 2018 $ 21,743 The December 31, 2018 liability was calculated using the $127.1 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 $18.1 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. 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, 2018 , are as follows (in thousands): For year ending: December 31, 2019 $ 5,795 December 31, 2020 5,796 December 31, 2021 5,312 December 31, 2022 3,455 December 31, 2023 2,453 Thereafter 40,551 Total future minimum lease payments $ 63,362 We recorded lease and rental expenses of $15.1 million , $15.4 million and $15.0 million for the years ended December 31, 2018 , 2017 and 2016 , 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, 2018 , such commitments included the following (in thousands): Volume (barrels) Value Fixed price purchases 4,626 $ 230,562 Fixed price sales 4,920 $ 246,755 Floating price purchases 14,638 $ 750,711 Floating price sales 17,290 $ 830,407 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 U.S. Gas segment has a take or pay contractual obligation related to the fractionation of natural gas liquids through June 2023. At December 31, 2018 , the approximate amount of future obligations is as follows (in thousands): For year ending: December 31, 2019 $ 9,783 December 31, 2020 9,063 December 31, 2021 7,337 December 31, 2022 6,905 December 31, 2023 2,854 Thereafter — Total expected future payments $ 35,942 The U.S. Gas segment 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 U.S. Gas' revenues were generated from such contracts. Our U.S. Liquids segment has minimum volume commitments for pipeline transportation of crude oil. At December 31, 2018 , the approximate amount of future obligations is as follows (in thousands): For year ending: December 31, 2019 $ 21,865 December 31, 2020 19,751 December 31, 2021 12,976 December 31, 2022 13,231 December 31, 2023 13,496 Thereafter 6,816 Total expected future payments $ 88,135 Capital expenditures We have commitments to spend approximately $104.4 million |
Redeemable Preferred Stock (Not
Redeemable Preferred Stock (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Redeemable Preferred Stock [Abstract] | |
Preferred Stock [Text Block] | REDEEMABLE PREFERRED STOCK On January 19, 2018 (the “Issue Date”), we issued and sold to WP SemGroup Holdings L.P. (“Warburg”) and certain other investors an aggregate of 350,000 shares of Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”), convertible into shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), for a cash purchase price of $1,000 per share of Preferred Stock and aggregate gross proceeds to the Company of $350,000,000 , which proceeds were utilized (i) to repay amounts borrowed under the Company’s revolving credit facility, (ii) to fund growth capital expenditures and (iii) for general corporate purposes. The Preferred Stock was recorded on our condensed consolidated balance sheets net of $7.7 million of issuance costs. The Preferred Stock is a new class of equity security that ranks senior to the Common Stock with respect to distribution rights and rights upon liquidation. Subject to certain exceptions, so long as any Preferred Stock remains outstanding, no dividend or distribution will be declared or paid on, and no redemption or repurchase will be agreed to or consummated of, stock on a parity with the Preferred Stock (“Parity Stock”), Common Stock or any other shares of stock junior to the Preferred Stock, unless all accumulated and unpaid dividends for all preceding full fiscal quarters have been declared and paid with respect to the Preferred Stock. In addition, no dividend or distribution or redemption or repurchase shall be paid on Parity Stock, Common Stock or any other shares of stock junior to the Preferred Stock for any period unless the Preferred Stock has been paid full cash dividends in respect of the same period; provided, however, that the Company may pay dividends on Common Stock in respect of any fiscal quarter ending on or prior to June 30, 2020 (the “PIK Period”). The holders of Preferred Stock (the “Holders”) will receive quarterly distributions equal to an annual rate of 7.0% ( $70.00 per share annualized) of $1,000 per share of Preferred Stock, subject to certain adjustments (the “Liquidation Preference”). With respect to any quarter ending on or prior to the PIK Period, the Company may elect, in lieu of paying a distribution in cash, to have the amount that would have been payable if such dividend had been paid in cash added to the Liquidation Preference. On or after the eighteen month anniversary of the Issue Date, the Holders may convert their Preferred Stock into a number of shares of Common Stock equal to, per share of Preferred Stock, the quotient of the Liquidation Preference divided by $33.00 (the “Conversion Price”), subject to certain adjustments including customary anti-dilution adjustments (such quotient, the “Conversion Rate”). Holders may elect to convert the Preferred Stock, in whole or in part, so long as the aggregate value of Common Stock to be issued pursuant to such partial conversion is not for less than $50,000,000 or a lesser amount if such conversion relates to all of a Holder’s remaining Preferred Stock. On or after the three year anniversary of the Issue Date, if the Holders have not elected to convert all of their shares of Preferred Stock, the Company may cause the outstanding Preferred Stock to be converted into a number of shares of Common Stock equal to, per share of Preferred Stock, the quotient of the Liquidation Preference divided by the Conversion Price, subject to certain adjustments including customary anti-dilution adjustments; provided, that in order for the Company to exercise such conversion right, the closing sale price of the Common Stock during a designated period be greater than or equal to $47.85 , the resale of the shares of Common Stock issuable upon conversion shall be registered and available for resale by the Holders pursuant to a registration statement declared effective by the SEC covering such resales, the Common Stock is listed on a national securities exchange, and certain average daily trading volume minimum requirements are met. The Company may elect to convert the Preferred Stock, in whole or in part, so long as the aggregate value of Common Stock to be issued pursuant to such partial conversion is not for less than $50,000,000 or such lesser amount if such conversion relates to the aggregate amount of all remaining Preferred Stock. Upon a change of control that involves consideration that is at least 90% cash, Holders are required to convert their shares of Preferred Stock into Common Stock at a rate equal to the greater of (i) the product of the Conversion Rate and the quotient of (a) the product of the Conversion Price and the Cash Change of Control Conversion Premium (as defined below), divided by (b) the average volume weighted average price of the Common Stock during a designated period and (ii) the Conversion Rate otherwise in effect at such time. The “Cash Change of Control Conversion Premium” equals (i) on or prior to the first anniversary of the Issue Date, 130% , (ii) after the first anniversary of the Issue Date, but on or prior to the second anniversary of the Issue Date, 120% , (iii) after the second anniversary of the Issue Date, but on or prior to the third anniversary of the Issue Date, 105% , and (iv) thereafter, 101% . Upon a change of control that involves consideration that is less than 90% cash, Holders may elect to: (i) convert all, but not less than all, outstanding shares of Preferred Stock into Common Stock at the then-applicable Conversion Rate; (ii) except as described below, if the Company will not be the surviving person upon the consummation of such change of control, require the Company to use its commercially reasonable efforts to deliver to the Holders a security in the surviving person or the parent of the surviving person that has rights, preferences and privileges substantially similar to the Preferred Stock; provided, however, that, if the Company is unable to do so, such Holders shall be entitled to: (A) instead elect to convert shares of Preferred Stock pursuant to the mechanics described in clause (i) above or (B) require the Company to redeem all (but not less than all) of such Holder’s Preferred Stock at a price per share equal to 101% of the Liquidation Preference, with the redemption price being paid (at the Company’s option): (1) in cash or (2) in Common Stock; (iii) if the Company is the surviving person upon the consummation of such change of control, continue to hold such Holders’ shares of Preferred Stock; or (iv) require the Company to redeem all (but not less than all) of such Holder’s Preferred Stock at a cash price per share equal to the Liquidation Preference. At December 31, 2018, a change in control is not considered probable. Holders shall be entitled to vote on all matters on which the holders of shares of Common Stock are entitled to vote and, except as otherwise provided in the Certificate of Incorporation, or by law, the Holders shall vote together with the holders of shares of Common Stock as a single class. Each Holder is entitled to a number of votes equal to the number of votes such Holder would have had if all shares of Preferred Stock held by such Holder had been converted into shares of Common Stock. So long as any Preferred Stock is outstanding, the affirmative vote or consent of the Holders of at least 66 2/3% of the outstanding Preferred Stock, voting together as a separate class, will be necessary for effecting or validating: (i) any issuance of stock senior to the Preferred Stock, (ii) any issuance by the Company of Parity Stock, subject to certain exceptions described below, (iii) any repurchase by the Company of any Preferred Stock, other than on a pro rata basis among all Holders of Preferred Stock, (iv) any special, one-time dividend or distribution with respect to any class of junior stock and (v) any spinoff or other distribution of any equity securities or assets of any of the Company’s subsidiaries to its stockholders in which the consideration received by the Company in such transaction is less than fair market value, subject to certain exceptions. However, the foregoing rights of the Holders will not restrict any of the following actions, subject to certain terms: (i) the Company and any of its controlled affiliates entering into joint ventures with third parties, (ii) the issuance of securities, capital contributions or incurrence of intercompany indebtedness among the Company or any of its subsidiaries, or (iii) the issuance of securities, capital contributions or incurrence of intercompany indebtedness among the Company and any joint ventures, partnerships or other minority owned entities in which the Company or its subsidiaries have an equity or other interest, in each case, which exist as of the Issue Date. Notwithstanding the vote or consent of the Holders described above, after the Issue Date, the Company may issue certain amounts of Parity Stock without the approval of the Holders if: (A) the aggregate amount of such issuances is less than or equal to $250,000,000 (excluding the aggregate amount of any additional shares of Preferred Stock issued to Warburg); or (B) the aggregate initial purchase price of the then outstanding Preferred Stock is less than $100,000,000 . Prior to the first anniversary of the Issue Date, no Holder may transfer any Preferred Stock without the prior written consent of the Company. Prior to the second anniversary of the Issue Date, Holders and their affiliates are prohibited from directly or indirectly engaging in any short sales or other hedging transactions involving the Preferred Stock and Common Stock underlying such Holder’s Preferred Stock. For so long as Warburg and its affiliates collectively own 75% or more of the outstanding Preferred Stock acquired by Warburg and its affiliates on the Issue Date, the Company, prior to any issuance of Parity Stock, is required to provide Warburg with a reasonable opportunity to purchase all or any portion of such shares of Parity Stock to be issued by the Company on substantially the same terms offered to the other purchasers of such securities. The terms of the Preferred Stock purchase agreement (the “Purchase Agreement”) contains customary representations, warranties and covenants of the Company and the Purchasers made as of the date of the Purchase Agreement and as of the Issue Date, and the parties have agreed to indemnify each other against certain losses resulting from breaches of their respective representations, warranties and covenants. Pursuant to the Purchase Agreement, the Company has granted to Warburg, until Warburg no longer owns at least 50% of the Preferred Stock issued to Warburg and its affiliates on the Issue Date, certain rights to designate an observer (the “Board Observer”) to the board of directors of the Company (the “Board”), who shall have the right to attend full meetings of the Board (including any executive session and certain committees thereof) and receive such materials as other members of the Board receive. In addition, pursuant to the Purchase Agreement, the Company also granted Warburg and its affiliates rights to require the Company to file and maintain, subject to the penalties described in the Purchase Agreement, registration statements with respect to the resale of the Common Stock issuable upon conversion of the Preferred Stock. The Company is required to file or cause to be filed a registration statement (the “Preferred Registration Statement”) for the resale of registrable securities and is required to cause the Preferred Registration Statement to become effective no later than the eighteen month anniversary of the Issue Date. In certain circumstances, Warburg and its affiliates will have piggyback registration rights on offerings initiated by the Company or other persons who have been granted registration rights, and Warburg has the right to request two underwritten offerings upon certain terms and conditions set forth in the Purchase Agreement. Holders of registrable securities will cease to have registration rights under the Purchase Agreement on the earlier of (i) the second anniversary of the date on which shares Preferred Stock are first converted into shares of Common Stock and (ii) the date on which no registrable securities remain outstanding; provided, that the Company shall use reasonable best efforts to maintain the effectiveness of the Preferred Registration Statement during all periods in which Warburg (A) is deemed to be an affiliate of the Company pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or (B) together with its affiliates, owns more than 5% of the Company’s Common Stock (including Common Stock it would own on an as-converted basis). On May 25, 2018, we paid-in-kind a preferred stock dividend of $4.8 million , which was prorated for the period from January 19, 2018 to March 31, 2018. On August 29, 2018, we paid-in-kind a preferred stock dividend of $6.2 million . On November 26, 2018, we paid-in-kind a preferred stock dividend of $6.3 million . These dividends paid-in-kind increased the Liquidation Preference such that as of December 31, 2018, the Preferred Stock was convertible into 11,132,121 shares. On February 20, 2019, we declared a preferred stock dividend to be paid-in-kind of $6.4 million |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY Common stock The common stock for which the par value is reflected on the consolidated balance sheet at December 31, 2018 is summarized below: Class A 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 78,379,773 Issuance of shares under employee and director compensation programs (1) 202,545 Shares issued under employee stock purchase plan 53,757 Shares accounted for at December 31, 2018 (2) 78,636,075 (1) Of these vested shares, recipients sold back to the Company 57,041 , 42,347 and 46,941 shares during the years ended December 31, 2018 , 2017 and 2016 , 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 180,000,000 shares of Class A stock and 10,000,000 shares of Class B stock. Preferred Stock Issuances 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. On January 19, 2018, we issued an aggregate of 350,000 shares of preferred stock. See Note 15 for further information on the issuance. 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. Noncontrolling Interest On October 22, 2018, Maurepas Pipeline, LLC, a subsidiary of SemGroup, sold Class B shares representing a 49% ownership interest to Alinda Capital Partners (“Alinda”) for $350 million , subject to customary post-closing adjustments. The Class B shares provide Alinda with a $2.2 million monthly preference on distributions. The Class B shares are convertible to Class A shares of Maurepas Pipeline, LLC at Alinda’s option any time after the second anniversary of closing. SemGroup has a call option to repurchase Alinda’s shares prior to the fifth anniversary of closing for a fixed amount of $350 million plus 1% per annum, subject to a 24 month non-call period. The Class B shares provide Alinda with two out of five seats on the Board of Managers of Maurepas Pipeline, LLC and certain protective rights. The Class B shares are reported as a noncontrolling interest in our consolidated financial statements. 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, 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 June 30, 2018 $ 0.4725 May 16, 2018 May 25, 2018 September 30, 2018 $ 0.4725 August 20, 2018 August 29, 2018 December 31, 2018 $ 0.4725 November 16, 2018 November 26, 2018 March 31, 2019 $ 0.4725 March 4, 2019 March 14, 2019 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, 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 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2018 | |
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, 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 ) Currency translation adjustment, net of income tax benefit of $4,949 (32,379 ) — (32,379 ) Currency translation adjustment reclassified to gain on disposal, net of income tax expense of $11,769 37,577 — 37,577 Changes related to benefit plans, net of income tax benefit of $311 — (2,644 ) (2,644 ) Balance, December 31, 2018 $ (45,816 ) $ (5,431 ) $ (51,247 ) |
Revenue Revenue
Revenue Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | 18. REVENUE FROM CONTRACTS WITH CUSTOMERS We provide gathering, transportation, storage, distribution, marketing and other midstream services primarily to producers, refiners of petroleum products and other market participants located in the Gulf Coast, Midwest and Rocky Mountain regions of the United States of America (the “U.S.”) and Western Canada. In general, we recognize service revenue as the service is performed (“over time”) and product sales revenues are recognized when control of the product transfers to the customer (“point in time”). Our revenue from contracts with customers are disaggregated by segment as follows: U.S. Liquids • U.S. Liquids generates revenue by: ◦ providing crude oil pipeline and truck transportation services to customers under fee-based contractual arrangements generally based on units of volume transported; ◦ providing crude oil storage services primarily to customers in the Houston Ship Channel and at the Cushing Hub under fee-based contractual arrangements that, in some cases, are fixed and not dependent on usage; ◦ providing terminalling services including pump-over, unloading, heating, berthing and excess throughput fees which are based on per volume fees for units delivered or withdrawn; and ◦ performing marketing activities including purchasing crude oil for its own account from producers and aggregators and selling to traders and refiners under contracts generally with initial terms of less than one year. Revenue is recognized based on market prices at the time the commodities are sold. In certain transactions, we purchase inventory from, and sell inventory to, the same counterparty. Such transactions that are entered into in contemplation of one another are recorded on a net basis. U.S. Liquids also generates revenue from leases of certain land, tanks and a barge dock, which are accounted for as a direct financing lease and are outside of the scope of ASC 606. U.S. Gas • U.S. Gas generates revenue by providing natural gas and natural gas liquids gathering and processing services to customers based on agreements that are a combination of percent of proceeds and fee-based contracts. Initial contract terms can range from monthly and interruptible to the life of the reserves and, upon expiration, continue to renew on a month-to-month or year-to-year evergreen basis. U.S. Gas’ customers include producers, operators, marketers and traders. Gathering and processing fees are generally based on per volume fees. Product sales revenue is generated from the sale of NGLs and residue gas arising from processing at prevailing market prices. Canada • Canada generates revenue from its processing plants through volumetric fees for services under contractual arrangements with working interest owners and third-party customers and the pass through of certain operating costs. Pass-through cost recoveries are reported as "Other revenue" in the consolidated statements of operations and comprehensive income (loss). Canada also derives revenue as the owner and operator of pipeline gathering systems that gather gas from multiple wells located in the same production unit and as the owner and operator of pipeline transportation systems that deliver the gathered gas to its processing plant. Canada’s customers include producers of varying sizes. To support operations at our plants, several producers have committed to process all of their current and future natural gas production. Corporate and Other • Corporate and Other is not an operating segment, but contains the results of operations for our former U.K. and Mexican businesses which were disposed of in early 2018. Key areas of judgment Take or pay Contracts with take-or-pay provisions are recognized over time as the customer simultaneously receives and consumes the benefit of available capacity. Payments made for unused take-or-pay capacity, which allow the customer to carryforward a portion of the unused capacity to future periods, are deferred until it becomes unlikely that the capacity will be used prior to contract expiration. Determining when, or if, the capacity will be used requires judgment. Percentage of proceeds Contracts with percentage of proceeds terms typically involve the receipt of natural gas at the wellhead and include gathering, processing and marketing of the resulting NGLs and residue gas with SemGroup retaining a portion of the proceeds from the ultimate sale to a third-party. The terms of these agreements include various gathering and processing fees. The determination of whether the transaction is a purchase at the wellhead by SemGroup with gathering and processing performed on our own account or whether the transaction represents gathering and processing as a service provided to the producer by SemGroup with a purchase and sale of processed gas at the completion of the service, requires judgment and is impacted by when control of the underlying commodity has been deemed to move from the producer to the processor. This determination impacts whether gathering and processing fees are recorded as reductions to cost of sales or recorded as service revenue. Principal vs. agent We engage in various types of transactions where we perform marketing activities for producers, such as our percentage of proceeds contracts, or transactions where costs are incurred and reimbursed by customers or other owners in facilities, such as Canada's pass-through costs. These types of transactions require judgment to determine whether we are the principal or an agent in the transaction and as a result whether revenues are recorded gross or net. Non-cash consideration SemGroup receives commodities from its customers in the form of plant and field fuel, pipeline loss allowance and retention of drip liquids. The purpose of the receipt of these commodities is to keep the Company whole in the case of minor operational usage or loss of product and is not intended as a consideration for services performed. Therefore, the receipt of these commodities does not represent consideration and is not recorded as revenue. Any net retention of commodities in excess of actual losses is recorded in inventory and recognized as revenue when sold. Tiered pricing and material rights We have certain contracts that provide customers with rates that reduce incrementally as volumes increase beyond certain thresholds. These types of agreements require judgment to determine if the option for the customer to acquire additional services constitutes a material right that the customer would not receive without entering into the contract, e.g. the discount exceeds the range of discounts typically given. If it is determined that a material right exists, a portion of the revenue is allocated to that right at contract inception and recognized as revenue as the option for additional services is exercised or when the option expires. In contrast, if it is concluded that the option to acquire additional services reflects standalone selling price, this would constitute a marketing offer and not a material right. Disaggregated revenue Our revenue is disaggregated by segment and by activity below (in thousands): Year Ended December 31, 2018 2017 2016 U.S. Liquids Product sales $ 1,680,327 $ 1,299,343 $ 716,570 Pipeline transportation 84,878 43,642 23,099 Truck transportation 23,553 31,351 41,754 Storage fees 161,498 85,712 27,673 Facility service fees 49,896 27,658 18,283 Lease revenue 17,549 5,843 — U.S. Gas Product sales 210,827 180,581 167,319 Service fees 54,494 52,637 51,651 Canada Service fees 134,059 120,575 75,715 Other revenue 59,075 62,657 57,501 Corporate and Other Product sales 31,319 153,164 136,448 Storage fees 7,753 22,764 20,542 Service fees 3,070 7,160 6,537 Intersegment eliminations (15,036 ) (11,170 ) (10,928 ) Total revenue $ 2,503,262 $ 2,081,917 $ 1,332,164 Remaining performance obligations Most of our service contracts are such that we have the right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date. Therefore, we are utilizing the practical expedient in ASC 606-10-55-18 under which we recognize revenue in the amount to which we have the right to invoice. Applying this practical expedient, we are not required to disclose the transaction price allocated to remaining performance obligations under these agreements. However, certain of our agreements, such as "take-or-pay" agreements, do not qualify for the practical expedient. The amount and timing of revenue recognition for such contracts is presented below (in thousands): 2019 2020 2021 2022 2023 Thereafter Expected timing of revenue recognized for remaining performance obligations $ 280,984 $ 227,981 $ 186,465 $ 169,252 $ 163,193 $ 1,349,773 For our product sales contracts, we have elected the practical expedient set out in ASC 606-10-50-14A that states that we are not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these agreements, each unit of product represents a separate performance obligation and therefore future volumes are wholly unsatisfied and disclosure of transaction price allocated to remaining performance obligations is not required. Under product sales contracts, the variability arises as both volume and pricing (typically index based) are not known until the product is delivered. Receivables from contracts with customers Accounts receivable, net on the condensed consolidated balance sheets represents current receivables from contracts with customers. Certain noncurrent receivables from contracts with customers are included in “other noncurrent assets” on the condensed consolidated balance sheets. These amounts are accruals to recognize revenue for performance to date related to customer deficiencies on minimum volume commitments with make-up rights for which the use of the make-up rights are not probable due to capacity constraints or other factors. Therefore, we have accrued the amount for which no future performance by SemGroup will be required, but for which we do not have a present right to bill the customer until the end of the contract. The balance of noncurrent receivables from customer contracts was (in thousands): December 31, December 31, Noncurrent receivables $ 11,496 $ — Noncurrent receivables for the transactions described above were not recorded prior to the adoption of ASC 606 as our policy was to defer recognition of deficiencies with make-up rights until the contractual make-up rights expired. Deferred revenue We record deferred revenue when we have received a payment in advance of delivering a product or performing a service. For the year ended December 31, 2018, we recognized $4.2 million of revenue which was included in deferred revenue at the beginning of the period. Costs to obtain or fulfill a contract Unless material, we expense costs to obtain or fulfill a contract in the period incurred. At December 31, 2018, we had contract assets of $9.4 million related to costs incurred to obtain contracts which had been expensed as incurred under previous guidance. These costs are reported within “other noncurrent assets” on the condensed consolidated balance sheets and are being amortized straight-line over 25 years , the life of the related contracts. We recognized $0.4 million of amortization of these assets for the year ended December 31, 2018 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
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 and cumulative preferred stock dividends. Prior to completion of the Merger in 2016, income attributable to noncontrolling interests represented third-party limited partner unitholders' interests in the earnings of our consolidated subsidiary, Rose Rock. 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 for Rose Rock. In 2018, Maurepas Pipeline, LLC, a subsidiary of SemGroup, sold Class B shares representing a 49% interest in the form of Class B shares of Maurepas Pipeline, LLC. The Class B shares provide for a monthly preference on Maurepas Pipeline, LLC distributions and are reported as 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 and the potential conversion of preferred stock, if dilutive. The following summarizes the calculation of basic earnings per share for the years ended December 31, 2018 , 2017 and 2016 (in thousands, except per share amounts): Year Ended December 31, 2018 Continuing Discontinued Net Loss $ (24,328 ) $ — $ (24,328 ) less: Income attributable to noncontrolling interest 2,421 — 2,421 Loss attributable to SemGroup $ (26,749 ) $ — $ (26,749 ) less: cumulative preferred stock dividends 23,790 — 23,790 Net loss attributable to common shareholders (50,539 ) — (50,539 ) Weighted average common stock outstanding 78,313 78,313 78,313 Basic loss per share $ (0.65 ) $ — $ (0.65 ) 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 ) $ — $ (0.24 ) 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 Basic earnings per share $ 0.04 $ — $ 0.04 The following summarizes the calculation of diluted earnings per share for the years ended December 31, 2018 , 2017 and 2016 (in thousands, except per share amounts): Year Ended December 31, 2018 Continuing Operations Discontinued Operations Net Loss $ (24,328 ) $ — $ (24,328 ) less: Income attributable to noncontrolling interest 2,421 — 2,421 Loss attributable to SemGroup $ (26,749 ) $ — $ (26,749 ) Less: cumulative preferred stock dividends 23,790 — 23,790 Net loss attributable to common shareholders (50,539 ) — (50,539 ) Weighted average common stock outstanding 78,313 78,313 78,313 Effect of dilutive securities — — — Diluted weighted average common stock outstanding 78,313 78,313 78,313 Diluted loss per share $ (0.65 ) $ — $ (0.65 ) 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 ) $ — $ (0.24 ) 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 $ — $ 0.04 |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
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, 2015 to December 31, 2018 is summarized below: Unvested Shares Average Grant Date Fair Value Aggregate Fair Value of Shares (in thousands) 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 Awards granted - 2018 781,100 $ 22.10 Awards vested - 2018 (202,545 ) $ 23.18 $ 4,695 Awards forfeited - 2018 (188,410 ) $ 49.72 Outstanding at December 31, 2018 1,474,235 $ 21.04 Of the awards vested during the years ended December 31, 2018 , 2017 and 2016 , 57,041 , 42,347 and 46,941 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 2018 , 2017 , and 2016 , 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 and were granted in 2017 and 2016. There were no awards with market conditions granted in 2018. The following table sets forth the assumptions used in the valuations of these awards granted in 2017 and 2016 : 2017 2016 Volatility 54.2% 51.9% Risk-free interest rate 1.57% 0.98% 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 558 thousand additional shares could vest. The holders of certain restricted stock awards are entitled to equivalent dividends (“UDs”) to be settled in cash upon vesting of the restricted stock awards. The UDs are subject to the same forfeiture and acceleration conditions as the associated restricted stock awards. At December 31, 2018 , the value of UDs related to unvested restricted stock awards was approximately $2.7 million . Compensation costs expensed for restricted stock awards for the years ended December 31, 2018 , 2017 and 2016 were $11.4 million , $10.1 million and $8.8 million , respectively. As of December 31, 2018 , there was $13.9 million of total unrecognized compensation cost related to our non-vested restricted stock 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 years ended December 31, 2017 and 2018. 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, 2018 , 2017 and 2016 , we issued 53,757 , 39,545 and 46,836 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, 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 year ended December 31, 2016, 254 were withheld to satisfy minimum tax requirements. Compensation cost expensed for the year ended December 31, 2016, was $1.2 million and represents an increase in noncontrolling interests in consolidated subsidiaries. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segments | 21. 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. 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. In the fourth quarter of 2018, due to recent changes in our asset portfolio, the company elected to reorganize its business structure and reporting relationships to enhance execution and capture operating efficiencies. In conjunction with the reorganization, our reportable segments have changed. Prior period segment disclosures have been recast to reflect the new segments. U.S. Liquids includes the results of our U.S. crude oil operations, including the results of HFOTCO, subsequent to its acquisition in 2017. U.S. Gas contains the results of our historical SemGas segment. Canada includes the operations of our historical SemCAMS segment. Our prior SemMexico and SemLogistics segments are included within Corporate and Other, as these businesses were disposed of in 2018. Eliminations of transactions between segments are also included within Corporate and Other in the tables below. 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. 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. Our results by segment are presented in the tables below (in thousands): Year Ended December 31, 2018 2017 2016 Revenues: U.S. Liquids External $ 2,017,701 $ 1,493,548 $ 827,379 U.S. Gas External 250,285 222,048 208,042 Intersegment 15,036 11,170 10,928 Canada External 193,134 183,232 133,216 Corporate and Other External 42,142 183,089 163,527 Intersegment (15,036 ) (11,170 ) (10,928 ) Total Revenues $ 2,503,262 $ 2,081,917 $ 1,332,164 Year Ended December 31, 2018 2017 2016 Earnings from equity method investments: U.S. Liquids $ 57,625 $ 67,345 $ 71,569 Corporate and Other 47 (14 ) 2,147 Total earnings from equity method investments $ 57,672 $ 67,331 $ 73,716 Year Ended December 31, 2018 2017 2016 Depreciation and amortization: U.S. Liquids $ 142,237 $ 88,738 $ 32,449 U.S. Gas 42,997 37,059 36,170 Canada 21,051 18,530 16,867 Corporate and Other 2,969 14,094 13,318 Total depreciation and amortization $ 209,254 $ 158,421 $ 98,804 Year Ended December 31, 2018 2017 2016 Income tax expense (benefit): U.S. Liquids $ 575 $ 362 $ — Canada 11,018 8,863 3,667 Corporate and Other 11,711 (11,613 ) 7,601 Total income tax expense (benefit) $ 23,304 $ (2,388 ) $ 11,268 Year Ended December 31, 2018 2017 2016 Segment profit: U.S. Liquids $ 309,423 $ 229,208 $ 190,768 U.S. Gas 67,070 67,805 66,530 Canada 81,330 76,274 53,264 Corporate and Other 9,726 33,236 39,534 Total segment profit $ 467,549 $ 406,523 $ 350,096 Year Ended December 31, 2018 2017 2016 Reconciliation of segment profit to net income (loss): Total segment profit $ 467,549 $ 406,523 $ 350,096 Less: Adjustment to reflect equity earnings on an EBITDA basis 19,532 26,890 28,757 Net unrealized loss (gain) related to derivative instruments (5,053 ) 40 989 General and administrative expense 91,568 113,779 84,183 Depreciation and amortization 209,254 158,421 98,804 Loss (gain) on disposal or impairment, net (3,563 ) 13,333 16,048 Interest expense 149,714 103,009 62,650 Loss on early extinguishment of debt — 19,930 — Foreign currency transaction loss (gain) 9,501 (4,709 ) 4,759 Loss (gain) on sale or impairment of non-operated equity method investment — — 30,644 Other expense (income), net (2,380 ) (4,632 ) (1,269 ) Income tax expense (benefit) 23,304 (2,388 ) 11,268 Loss from discontinued operations — — 1 Net income (loss) $ (24,328 ) $ (17,150 ) $ 13,262 Year Ended December 31, 2018 2017 2016 Additions to long-lived assets, including acquisitions and contributions to equity method investments: U.S. Liquids $ 119,064 $ 2,289,218 $ 240,242 U.S. Gas 31,102 100,537 21,913 Canada 218,566 113,263 34,506 Corporate and Other 1,804 18,062 28,020 Total additions to long-lived assets $ 370,536 $ 2,521,080 $ 324,681 December 31, 2018 2017 Total assets (excluding intersegment receivables): U.S. Liquids $ 3,689,384 $ 3,871,334 U.S. Gas 716,837 714,777 Canada 684,418 518,900 Corporate and Other 119,668 271,806 Total $ 5,210,307 $ 5,376,817 December 31, 2018 2017 Equity investments: U.S. Liquids $ 255,043 $ 266,362 Corporate and Other 18,966 18,919 Total equity investments $ 274,009 $ 285,281 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 Decrease (increase) in restricted cash $ 33 $ (1 ) $ (1 ) Decrease (increase) in accounts receivable 78,624 (237,394 ) (90,810 ) Decrease (increase) in receivable from affiliates 685 23,764 (19,541 ) Decrease (increase) in inventories 52,166 (17,862 ) (30,686 ) Decrease (increase) in other current assets (3,406 ) 2,947 634 Decrease (increase) in other assets (1,636 ) (14,307 ) (297 ) Increase (decrease) in accounts payable and accrued liabilities (78,829 ) 209,982 94,687 Increase (decrease) in payable to affiliates (3,198 ) (19,537 ) 21,475 Increase (decrease) in other noncurrent liabilities 1,374 19,385 2,573 $ 45,813 $ (33,023 ) $ (21,966 ) 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. Other supplemental disclosures We paid cash for interest totaling $141.2 million , $82.0 million and $71.3 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. We paid cash for income taxes (net of refunds received) in the amount of $16.8 million , $7.2 million and $0.7 million during the years ended December 31, 2018 , 2017 and 2016 , respectively. We accrued $51.3 million , $76.1 million and $1.4 million at December 31, 2018 , 2017 and 2016 , respectively, for purchases of property, plant and equipment. We financed prepayments of insurance premiums of $8.0 million , $6.2 million and $4.7 million for the years ended December 31, 2018 , 2017 and 2016 |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 is shown below (in thousands, except per share amounts): First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenues $ 661,609 $ 595,794 $ 633,996 $ 611,863 $ 2,503,262 Loss (gain) on disposal or impairment, net (3,566 ) 1,824 (383 ) (1,438 ) (3,563 ) Other operating costs and expenses 642,936 576,975 609,208 579,567 2,408,686 Total expenses 639,370 578,799 608,825 578,129 2,405,123 Earnings from equity method investments 12,614 14,351 14,528 16,179 57,672 Operating income 34,853 31,346 39,699 49,913 155,811 Other expenses, net 44,805 37,685 33,935 40,410 156,835 Income (loss) before income taxes (9,952 ) (6,339 ) 5,764 9,503 (1,024 ) Income tax expense (benefit) 23,083 (3,613 ) (2,697 ) 6,531 23,304 Net income (loss) (33,035 ) (2,726 ) 8,461 2,972 (24,328 ) Less: net income attributable to noncontrolling interest — — — 2,421 2,421 Net income (loss) attributable to SemGroup (33,035 ) (2,726 ) — 8,461 551 (26,749 ) Less: cumulative preferred stock dividends 4,832 6,211 6,317 6,430 23,790 Net income (loss) attributable to common shareholders $ (37,867 ) $ (8,937 ) $ 2,144 $ (5,879 ) $ (50,539 ) Earnings (loss) per share—basic $ (0.48 ) $ (0.11 ) $ 0.03 $ (0.08 ) $ (0.65 ) Earnings (loss) per share—diluted $ (0.48 ) $ (0.11 ) $ 0.03 $ (0.08 ) $ (0.65 ) 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 447,392 465,874 549,442 579,147 2,041,855 Total expenses 449,802 465,640 — 591,067 — 548,679 — 2,055,188 Earnings from equity method investments 17,091 17,753 17,367 15,120 67,331 Operating income (loss) 23,389 25,202 — (27,778 ) — 73,247 — 94,060 Other expenses, net 33,571 11,966 28,574 39,487 113,598 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 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
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 and a 51% ownership interest in White Cliffs. 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. 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, 2018 , 2017 and 2016 , we generated the following transactions with related parties (in thousands): Year Ended December 31, 2018 2017 2016 NGL Energy Revenues $ 18,168 $ 45,918 $ 61,639 Purchases $ 681 $ 29,695 $ 57,739 White Cliffs Crude oil revenues $ — $ 436 $ 4,973 Storage revenues $ 4,350 $ 4,350 $ 4,350 Transportation fees $ 12,506 $ 11,298 $ 10,797 Management fees $ 545 $ 519 $ 494 Crude oil purchases $ 6,201 $ 11,870 $ 4,758 |
Condensed Consolidating Guarant
Condensed Consolidating Guarantor Financial Statements | 12 Months Ended |
Dec. 31, 2018 | |
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., and Wattenberg Holding, LLC (collectively, the “Guarantors”). As of June 30, 2018, Beachhead Holdings LLC, Beachhead I LLC and Beachhead II LLC were added to the Guarantors and Glass Mountain Holding, LLC was removed as a guarantor. Accordingly, prior period financial information for 2017 below has been recast to reflect these changes. Financial information for 2016 was not recast due to immateriality. 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. 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, 2018 and 2017 and for the years ended December 31, 2018 , 2017 and 2016 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, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 40,064 $ — $ 50,742 $ (4,151 ) $ 86,655 Accounts receivable 83 461,980 100,151 — 562,214 Receivable from affiliates 120 18 157 — 295 Inventories — 49,397 — — 49,397 Other current assets 6,682 6,711 3,871 — 17,264 Total current assets 46,949 518,106 154,921 (4,151 ) 715,825 Property, plant and equipment 6,732 992,974 2,457,620 — 3,457,326 Equity method investments 3,267,581 1,553,360 — (4,546,932 ) 274,009 Goodwill — — 257,302 — 257,302 Other intangible assets 5 119,583 245,450 — 365,038 Other noncurrent assets, net 41,981 4,788 94,038 — 140,807 Total assets $ 3,363,248 $ 3,188,811 $ 3,209,331 $ (4,551,083 ) $ 5,210,307 LIABILITIES, PREFERRED STOCK AND OWNERS’ EQUITY Current liabilities: Accounts payable $ 38 $ 444,984 $ 49,770 $ — $ 494,792 Payable to affiliates 1 3,714 — — 3,715 Accrued liabilities 33,239 18,424 63,430 2 115,095 Other current liabilities 5,723 3,409 14,423 — 23,555 Total current liabilities 39,001 470,531 127,623 2 637,157 Long-term debt 1,467,083 6,315 811,751 (6,315 ) 2,278,834 Deferred income taxes 4,882 — 50,907 — 55,789 Other noncurrent liabilities 1,792 — 36,756 — 38,548 Commitments and contingencies Redeemable preferred stock 359,658 — — — 359,658 Owners' equity excluding noncontrolling interest in consolidated subsidiary 1,490,832 2,711,965 1,832,805 (4,544,770 ) 1,490,832 Noncontrolling interest in consolidated subsidiary — — 349,489 — 349,489 Total owners’ equity 1,490,832 2,711,965 2,182,294 (4,544,770 ) 1,840,321 Total liabilities, preferred stock and owners’ equity $ 3,363,248 $ 3,188,811 $ 3,209,331 $ (4,551,083 ) $ 5,210,307 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 2,110,299 — (4,910,292 ) 285,281 Goodwill — — 257,302 — 257,302 Other intangible assets 10 127,783 270,850 — 398,643 Other noncurrent assets, net 45,587 3,097 83,916 — 132,600 Noncurrent assets held for sale — — 84,961 — 84,961 Total assets $ 3,178,134 $ 3,914,707 $ 3,202,898 $ (4,918,922 ) $ 5,376,817 LIABILITIES AND OWNERS’ EQUITY Current liabilities: Accounts payable $ 646 $ 533,651 $ 53,601 $ — $ 587,898 Payable to affiliates 10 6,961 — — 6,971 Accrued liabilities 38,747 26,092 66,570 (2 ) 131,407 Current liabilities held for sale — — 23,847 — 23,847 Other current liabilities 1,922 5,532 8,984 — 16,438 Total current liabilities 41,325 572,236 153,002 (2 ) 766,561 Long-term debt 1,474,491 572,558 829,236 (23,190 ) 2,853,095 Deferred income taxes 1,892 — 44,693 — 46,585 Other noncurrent liabilities 2,061 — 36,434 — 38,495 Noncurrent liabilities held for sale — — 13,716 — 13,716 Commitments and contingencies Total owners’ equity 1,658,365 2,769,913 2,125,817 (4,895,730 ) 1,658,365 Total liabilities and owners’ equity $ 3,178,134 $ 3,914,707 $ 3,202,898 $ (4,918,922 ) $ 5,376,817 Condensed Consolidating Guarantor Statements of Operations Year Ended December 31, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 1,876,100 $ 31,336 $ — $ 1,907,436 Service — 140,275 378,489 — 518,764 Lease — — 17,549 — 17,549 Other — — 59,513 — 59,513 Total revenues — 2,016,375 486,887 — 2,503,262 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 1,796,716 26,379 — 1,823,095 Operating — 110,795 173,974 — 284,769 General and administrative 23,580 24,742 43,246 — 91,568 Depreciation and amortization 2,890 76,788 129,576 — 209,254 Loss (gain) on disposal or impairment, net 133,053 (154,302 ) 17,686 — (3,563 ) Total expenses 159,523 1,854,739 390,861 — 2,405,123 Earnings from equity method investments 219,181 73,010 — (234,519 ) 57,672 Operating income 59,658 234,646 96,026 (234,519 ) 155,811 Other expenses (income): Interest expense 68,389 56,217 25,348 (240 ) 149,714 Foreign currency transaction (gain) loss 10,246 147 (892 ) — 9,501 Other income, net (976 ) (138 ) (1,506 ) 240 (2,380 ) Total other expenses, net 77,659 56,226 22,950 — 156,835 Income (loss) from continuing operations before income taxes (18,001 ) 178,420 73,076 (234,519 ) (1,024 ) Income tax expense 8,748 — 14,556 — 23,304 Net income (loss) (26,749 ) 178,420 58,520 (234,519 ) (24,328 ) Less: net income attributable to noncontrolling interest — — 2,421 — 2,421 Net income (loss) attributable to SemGroup (26,749 ) 178,420 56,099 (234,519 ) (26,749 ) Less: cumulative preferred stock dividends 23,790 — — — 23,790 Net income (loss) attributable to common shareholders $ (50,539 ) $ 178,420 $ 56,099 $ (234,519 ) $ (50,539 ) Net income (loss) $ (26,749 ) $ 178,420 $ 58,520 $ (234,519 ) $ (24,328 ) Other comprehensive income (loss), net of income taxes (9,420 ) 387 11,587 — 2,554 Comprehensive income (loss) (36,169 ) 178,807 70,107 (234,519 ) (21,774 ) Less: comprehensive income attributable to noncontrolling interest — — 2,421 — 2,421 Comprehensive income (loss) attributable to SemGroup $ (36,169 ) $ 178,807 $ 67,686 $ (234,519 ) $ (24,195 ) 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 — 112,863 141,901 — 254,764 General and administrative 42,422 24,492 46,865 — 113,779 Depreciation and amortization 2,294 70,053 86,074 — 158,421 Loss (gain) on disposal or impairment, net — 70,681 (57,348 ) — 13,333 Total expenses 44,716 1,661,957 348,515 — 2,055,188 Earnings from equity method investments 68,964 (21,499 ) 7,494 12,372 67,331 Operating income (loss) 24,248 (65,505 ) 122,945 12,372 94,060 Other expenses (income): Interest expense 40,053 55,119 8,691 (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 ) (4,540 ) 854 (4,632 ) Total other expenses, net 56,306 55,086 2,206 — 113,598 Income (loss) from continuing operations before income taxes (32,058 ) (120,591 ) 120,739 12,372 (19,538 ) Income tax expense (benefit) (14,908 ) — 12,520 — (2,388 ) Income (loss) from continuing operations (17,150 ) (120,591 ) 108,219 12,372 (17,150 ) Net income (loss) $ (17,150 ) $ (120,591 ) $ 108,219 $ 12,372 $ (17,150 ) Net income (loss) $ (17,150 ) $ (120,591 ) $ 108,219 $ 12,372 $ (17,150 ) Other comprehensive income (loss), net of income taxes (11,987 ) (573 ) 32,673 — 20,113 Comprehensive income (loss) $ (29,137 ) $ (121,164 ) $ 140,892 $ 12,372 $ 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 30,638 — 84,183 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 23,996 993,382 267,187 — 1,284,565 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 29,556 (64,424 ) 121,315 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 (1,799 ) 806 (1,269 ) Total other expenses (income), net 26,303 72,340 (1,859 ) — 96,784 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 ) Condensed Consolidating Guarantor Statements of Cash Flows Year Ended December 31, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by (used in) operating activities $ (90,572 ) $ 144,902 $ 215,374 $ — $ 269,704 Cash flows from investing activities: Capital expenditures (1,529 ) (65,798 ) (323,407 ) — (390,734 ) Proceeds from sale of equity method investment and other long-lived assets — 664 1,294 — 1,958 Contributions to equity method investments — (7,781 ) — — (7,781 ) Proceeds from business divestitures 156,499 6,753 (15,465 ) — 147,787 Distributions from equity method investees in excess of equity in earnings — 19,100 — — 19,100 Net cash provided by (used in) investing activities 154,970 (47,062 ) (337,578 ) — (229,670 ) Cash flows from financing activities: Debt issuance costs (475 ) — (4,245 ) — (4,720 ) Borrowings on credit facilities and issuance of senior unsecured notes 660,000 — 598,500 — 1,258,500 Principal payments on credit facilities and other obligations (678,865 ) (565,904 ) (595,125 ) — (1,839,894 ) Equity issuance to noncontrolling interest 350,000 — — — 350,000 Distributions to noncontrolling interests (2,932 ) — — — (2,932 ) Proceeds from preferred stock issuance, net of offering costs 342,299 — — — 342,299 Repurchase of common stock for payment of statutory taxes due on equity-based compensation (705 ) — — — (705 ) Dividends paid (148,482 ) — — — (148,482 ) Proceeds from issuance of common stock under employee stock purchase plan 930 — — — 930 Intercompany borrowings (advances), net (578,561 ) 468,079 106,003 4,479 — Net cash provided by (used in) financing activities (56,791 ) (97,825 ) 105,133 4,479 (45,004 ) Effect of exchange rate changes on cash and cash equivalents — (15 ) (2,059 ) — (2,074 ) Change in cash and cash equivalents 7,607 — (19,130 ) 4,479 (7,044 ) Cash and cash equivalents at beginning of period 32,457 — 69,872 (8,630 ) 93,699 Cash and cash equivalents at end of period $ 40,064 $ — $ 50,742 $ (4,151 ) $ 86,655 Year Ended December 31, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by (used in) operating activities $ (46,556 ) $ 93,107 $ 93,925 $ — $ 140,476 Cash flows from investing activities: Capital expenditures (4,554 ) (135,999 ) (322,160 ) — (462,713 ) Proceeds from sale of long-lived assets — 15,565 299,256 — 314,821 Contributions to equity method investments — (2,888 ) (23,556 ) — (26,444 ) Payments to acquire business, net of cash acquired — — (294,239 ) — (294,239 ) Distributions from equity method investments in excess of equity in earnings — 18,261 10,513 — 28,774 Net cash provided by (used in) investing activities (4,554 ) (105,061 ) (330,186 ) — (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 debt and other obligations (1,049,652 ) (26 ) (2,750 ) — (1,052,428 ) Debt extinguishment costs (16,293 ) — — — (16,293 ) Repurchase of common stock (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 ) 11,980 190,535 (4,048 ) — Net cash provided by (used in) financing activities 64,565 11,954 242,785 (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 credit facilities and other obligations (396,859 ) (31 ) — — (396,890 ) Distributions to noncontrolling interests — (32,133 ) — — (32,133 ) Proceeds from issuance of common shares, net of offering costs 223,025 — — — 223,025 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 |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 26. SUBSEQUENT EVENTS SemCAMS Midstream On January 9, 2019, a wholly owned subsidiary of SemGroup Corporation, SemCanada II, L.P., an Oklahoma limited partnership (“SemGroup”), and an affiliate of Kohlberg Kravis Roberts & Co. L.P. and wholly owned subsidiary of KKR Global Infrastructure Investors III L.P., KKR Alberta Midstream Inc., an Alberta corporation (“KKR”), entered into definitive documents to create a new joint venture company that will own and operate midstream oil and gas infrastructure in Western Canada, SemCAMS Midstream ULC, an Alberta unlimited liability corporation (“SemCAMS Midstream”). SemGroup owns 51% and KKR owns 49% of SemCAMS Midstream, subsequent to close of the transactions described below. Share Purchase Agreement In connection with the formation of SemCAMS Midstream, on January 9, 2019, SemCAMS Midstream entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Meritage Midstream Services III, LP (“Meritage”) to acquire 100% of the issued and outstanding equity interests in Meritage Midstream ULC, an Alberta unlimited liability corporation (“Meritage ULC” and such acquisition, the “Meritage Acquisition”). On February 25, 2019, SemCAMS Midstream completed the Meritage Acquisition pursuant to the Share Purchase Agreement for a debt-free, cash purchase price of C $646.5 million (US $489.5 million ), subject to customary post-closing adjustments. The purchase price included C $152.3 million (US $115.5 million ) in reimbursements for estimated capital expenditures incurred from September 1, 2018 to the closing of the Meritage Acquisition (the “ Meritage Closing ”). Pursuant to the Share Purchase Agreement, SemCAMS Midstream has obtained a representation and warranty insurance policy to cover losses arising from breaches of representations and warranties by Meritage. Each party has agreed to indemnify the other for breaches of covenants and certain other matters, subject to certain exceptions and limitations. Investment and Contribution Agreement Concurrently with the execution of the Share Purchase Agreement, SemGroup, KKR and SemCAMS Midstream entered into an Investment and Contribution Agreement (the “Contribution Agreement”). On February 25, 2019, the Contribution (as defined below) closed immediately prior to the Meritage Closing (the “Contribution Closing”). Pursuant to the terms of the Contribution Agreement, each of SemGroup and KKR made the following contributions to SemCAMS Midstream: (i) SemGroup contributed 100% of the issued and outstanding equity interests in its wholly owned subsidiary, SemCAMS ULC, an Alberta unlimited liability company, (the “SemGroup Contribution”) in exchange for (A) 51% of the common shares of SemCAMS Midstream, (B) a cash amount of C $645.6 million (US $489.6 million ), subject to adjustments for working capital of SemCAMS ULC, capital contributions to SemCAMS ULC by SemGroup, and other customary adjustments, (C) a potential payment of C $14.7 million (US $11.1 million ) contingent on positive final investment decision of a specific project by SemCAMS Midstream, and (D) earnout consideration in the form of a special share in SemCAMS Midstream entitled to dividend payments up to a maximum (pre-tax) aggregate amount of C $50.0 million (US $37.9 million ) if either or both of two specific projects proceed and EBITDA thresholds pertaining to those projects are achieved; and (ii) KKR contributed cash in the amount of C $785.6 million (US $595.7 million ), subject to adjustments for working capital of SemCAMS ULC, capital contributions to SemCAMS ULC by SemGroup and a payment of C $14.7 million (US $11.1 million ) contingent on the pursuit of a specific project (unrelated to the two projects referred to above) by SemCAMS Midstream, and other customary adjustments (the “KKR Contribution” and, together with the SemGroup Contribution, the “Contribution”) in exchange for (A) 49% of the common shares of SemCAMS Midstream and (B) 300,000 preferred shares in SemCAMS Midstream (representing C $300 million (US $227.5 million ) of KKR cash contribution) which will pay quarterly dividends at an annual rate of 8.75% . SemCAMS Midstream may elect, for any of the first ten quarters following issuance of the preferred shares, to pay the dividends in-kind in the form of additional preferred shares. SemCAMS Midstream will have the right to convert the preferred shares into common shares in the event of an initial public offering of its common shares, at a conversion price equal to 92.5% of the IPO offering price. In connection with the issuance of the preferred shares, KKR received a C $6.0 million (US $4.5 million ) transaction fee from SemCAMS Midstream. KKR and SemGroup have agreed to indemnify each other for breaches of covenants and certain other matters, subject to certain exceptions and limitations. |
Consolidation and Basis of Pr_2
Consolidation and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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. Outside ownership interests in consolidated subsidiaries are reported as noncontrolling interests in the consolidated financial statements. Proportionally consolidated assets Our Canada 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 $570.8 million at December 31, 2018 . 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 Pipeline, LLC ("White Cliffs"), which we account for under the equity method as the other owners have substantive rights to participate in its management. White Cliffs is included in our U.S. Liquids segment. We own an 11.78% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 |
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. |
Inventories | INVENTORY —Inventory consists of crude oil and is 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. During the year ended December 31, 2018 and 2017, our U.S. Liquids segment recorded non-cash charges of $5.2 million and $0.5 million , respectively, to write-down crude oil inventory to the lower of cost or net realizable value. Asphalt inventory related to our former Mexican operations of $15.6 million was classified as held for sale at December 31, 2017. |
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 Canada 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 |
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 |
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. |
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. |
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. |
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 10, the fair value of commodity derivatives at December 31, 2018 and 2017 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. |
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] | PREFERRED STOCK—Preferred stock is classified as debt, equity or mezzanine equity based on its redemption features. Preferred stock with redemption features outside of the control of the issuer, such as contingent redemption features, is classified as mezzanine equity. Preferred stock with mandatory redemption features is classified as debt. Preferred stock with no redemption features, or redemption features over which the issuer has control, is classified as equity. |
Revenue Recognition | REVENUE RECOGNITION —Product sales revenues are recognized at the time control of the product transfers to the purchaser, which typically occurs upon receipt of the product by the purchaser. Service revenues are generally recognized overtime as the service is performed. 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 were required under previous U.S. GAAP. On January 1, 2018, we adopted the guidance of ASU 2014-09, codified as Accounting Standards Codification 606 - Revenue from Contracts with Customers (“ASC 606”), using a modified retrospective approach. Upon adoption, a reduction to accumulated deficit of $11.5 million was recorded to reflect the impact of adoption related to uncompleted contracts at the date of adoption. The impacts of adoption to the current period results are as follows (in thousands): December 31, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Accounts receivable, net $ 562,214 $ 562,057 $ 157 Other noncurrent assets $ 140,807 $ 119,911 $ 20,896 Other current liabilities $ 6,495 $ 6,538 $ (43 ) Deferred income taxes $ 55,789 $ 50,045 $ 5,744 Accumulated deficit $ (73,971 ) $ (89,324 ) $ 15,353 Year Ended December 31, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Revenue $ 2,503,262 $ 2,483,962 $ 19,300 Cost of sales $ 1,823,095 $ 1,808,129 $ 14,966 General and administrative expense $ 91,568 $ 91,168 $ 400 Income tax benefit $ 23,304 $ 23,209 $ 95 Net loss $ (24,328 ) $ (28,167 ) $ 3,839 Net loss attributable to common shareholders $ (50,539 ) $ (54,378 ) $ 3,839 Net loss per common share: Basic $ (0.65 ) $ (0.70 ) $ 0.05 Diluted $ (0.65 ) $ (0.70 ) $ 0.05 • Changes to revenue primarily relate to the timing of recognition of deficiencies on take-or-pay agreements for which there is a contractual make-up period and a change to reporting certain gas gathering and processing fees as revenue rather than a reduction of cost of sales. Under ASC 605 - Revenue (“ASC 605”), revenue related to deficiencies with a make-up period was deferred until the contractual right to make-up a deficiency expired. Under ASC 606, we recognize all or a portion of revenue related to deficiencies before the make-up period expires if we determine that it is probable that the customer will not make-up all or some of its deficient volumes, for example if there is insufficient capacity to make up the deficient volumes. This may lead to earlier recognition of deficiency revenues under ASC 606 as compared with ASC 605. • Changes to cost of sales are due to how certain gathering and processing fees related to percentage of proceeds contracts are treated as revenues rather than reductions to purchase price of commodities (cost of sales). • Changes to accounts receivable, net and noncurrent receivables (included in other noncurrent assets on the condensed consolidated balance sheets) primarily relate to the timing of recognizing take-or-pay deficiencies with make-up rights as discussed above. Noncurrent receivables relate to contracts for which we do not have the right to bill the customer for deficiencies until the contract expiration date. • Changes to other noncurrent assets include success fee payments to third parties for certain contracts which were expensed as incurred under ASC 605, but which have been recognized as assets under ASC 606 and are amortized to general and administrative expense in the consolidated statement of operations and comprehensive income (loss). • Changes to deferred income taxes primarily relate to the deferred tax impact of adoption entries. • Changes to retained earnings are due to the impact of adoption at January 1, 2018, as described above, and cumulative differences in net income through December 31, 2018. See Note 18 for additional information. |
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 operated in four countries, until the disposal of our U.K. and Mexican operations in early 2018, and each segment has identified a “functional currency,” which is the primary currency in the environment in which the segment operates. The functional currencies included the U.S. dollar, the Canadian dollar, the British pound sterling, and the Mexican peso. Subsequent to the disposal of our U.K. and Mexican operations, our functional currencies are the U.S. and Canadian dollars. 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). |
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 October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory”, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. We adopted this guidance in the first quarter of 2018. The impact was not material. In 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 adopted this guidance in the first quarter of 2019. We recorded a $10.9 million adjustment to retained earnings upon adoption. |
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. We adopted this guidance retrospectively in the first quarter of 2018. For the years ended December 31, 2017 and 2016, we reclassified $3.2 million , of non-service pension gains and $0.3 million |
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. |
Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block] | NONCONTROLLING INTEREST —Noncontrolling interests represents a 49% |
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 — On August 27, 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”, which modifies the disclosure requirements in Topic 820 by removing, adding or modifying certain fair value measurement disclosures. For public entities, this ASU is effective for annual periods beginning after December 15, 2019, and interim periods therein. Early adoption is permitted. We will adopt this guidance in the first quarter of 2020. The impact is not expected to be material. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)”, to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update addresses eight different transaction types and clarifies how to classify each in the statement of cash flows, where previously there was unclear or no specific guidance. We adopted this guidance in the first quarter of 2018. The impact was not material. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, as amended, which amends the existing lease guidance to require lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by operating and finance leases and to disclose additional quantitative and qualitative information about leasing arrangements. This ASU, as amended, also provides clarifications surrounding the presentation of the effects of leases in the income statement and statement of cash flows. For public entities, this ASU will be effective for annual periods beginning after December 15, 2018, and interim periods within those years. We have elected the package of practical expedients such that we will not reassess whether any expired or existing contracts contain leases, we will not reassess the lease classification for any expired or existing leases and we will not reassess initial direct costs for any leases. Additionally, we have elected the practical expedient not to reassess certain land easements. As such, certain storage tank, pipeline leases and land easements, which are not currently treated as leases, maybe become leases as these agreements are renewed or modified depending on the terms of the renewal or modification. Additionally, the classification for existing leases may change as agreements are renewed or modified. We adopted the standard at January 1, 2019, and recorded approximately $100 million |
Financial Instruments and Con_2
Financial Instruments and Concentrations of Risk Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | The impacts of adoption to the current period results are as follows (in thousands): December 31, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Accounts receivable, net $ 562,214 $ 562,057 $ 157 Other noncurrent assets $ 140,807 $ 119,911 $ 20,896 Other current liabilities $ 6,495 $ 6,538 $ (43 ) Deferred income taxes $ 55,789 $ 50,045 $ 5,744 Accumulated deficit $ (73,971 ) $ (89,324 ) $ 15,353 Year Ended December 31, 2018 Under ASC 606 Under ASC 605 Increase/(Decrease) Revenue $ 2,503,262 $ 2,483,962 $ 19,300 Cost of sales $ 1,823,095 $ 1,808,129 $ 14,966 General and administrative expense $ 91,568 $ 91,168 $ 400 Income tax benefit $ 23,304 $ 23,209 $ 95 Net loss $ (24,328 ) $ (28,167 ) $ 3,839 Net loss attributable to common shareholders $ (50,539 ) $ (54,378 ) $ 3,839 Net loss per common share: Basic $ (0.65 ) $ (0.70 ) $ 0.05 Diluted $ (0.65 ) $ (0.70 ) $ 0.05 |
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 December 31, 2018 2017 Land $ 308,166 $ 273,168 Pipelines and related facilities 1,023,502 926,799 Storage and terminal facilities 1,247,115 1,111,001 Natural gas gathering and processing facilities 1,055,305 940,130 Linefill 27,972 25,747 Trucking equipment and other 45,567 45,162 Office property and equipment 69,498 63,052 Construction-in-progress 288,104 374,914 Property, plant and equipment, gross 4,065,229 3,759,973 Accumulated depreciation (607,903 ) (444,842 ) Property, plant and equipment, net $ 3,457,326 $ 3,315,131 |
Disposals of Long-Lived Assets
Disposals of Long-Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 U.S. Gas 30,985 Crude oil trucking goodwill impairment (Note 9) U.S. Liquids 26,628 Crude oil trucking intangible asset impairment (Note 9) U.S. Liquids 12,087 Gain on sale of Glass Mountain Pipeline LLC (Note 6) U.S. Liquids (150,266 ) Other 3,727 Loss on disposal or impairment, net $ 13,333 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments [Table Text Block] | Our earnings from equity method investments consist of the following (in thousands): Year Ended December 31, 2018 2017 2016 White Cliffs $ 57,625 $ 59,851 $ 69,007 Glass Mountain — 7,494 2,562 NGL Energy (1) 47 (14 ) 2,188 Total earnings from equity method investments $ 57,672 $ 67,331 $ 73,757 (1) Excluding a loss on issuance of common units of $41.0 thousand Year Ended December 31, 2018 2017 2016 White Cliffs $ 76,725 $ 77,511 $ 88,839 Glass Mountain — 18,011 10,456 NGL Energy — — 4,873 Total cash distributions received from equity method investments $ 76,725 $ 95,522 $ 104,168 December 31, 2018 2017 White Cliffs $ 255,043 $ 266,362 NGL Energy 18,966 18,919 Total equity method investments $ 274,009 $ 285,281 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Assets [Abstract] | |
Other current assets | Other current assets consist of the following (in thousands): December 31, 2018 2017 Prepaid expenses $ 8,379 $ 8,746 Other 8,885 5,551 Total other current assets $ 17,264 $ 14,297 |
Other noncurrent assets | Other noncurrent assets consist of the following (in thousands): December 31, 2018 2017 Capitalized loan fees $ 6,074 $ 8,774 Net investment in direct financing lease 69,222 67,825 Deferred tax asset 25,307 33,792 Other 40,204 22,209 Total other noncurrent assets, net $ 140,807 $ 132,600 |
Direct Financing Lease, Future Minimum Payments Receivable [Table Text Block] | At December 31, 2018 , 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, 2019 $ 13,732 December 31, 2020 13,031 December 31, 2021 12,800 December 31, 2022 12,804 December 31, 2023 12,808 Thereafter 18,151 Total minimum lease payments $ 83,326 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 December 31, 2018 2017 Land $ 308,166 $ 273,168 Pipelines and related facilities 1,023,502 926,799 Storage and terminal facilities 1,247,115 1,111,001 Natural gas gathering and processing facilities 1,055,305 940,130 Linefill 27,972 25,747 Trucking equipment and other 45,567 45,162 Office property and equipment 69,498 63,052 Construction-in-progress 288,104 374,914 Property, plant and equipment, gross 4,065,229 3,759,973 Accumulated depreciation (607,903 ) (444,842 ) Property, plant and equipment, net $ 3,457,326 $ 3,315,131 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Other Intangible Assets [Abstract] | |
Schedule of Goodwill [Table Text Block] | Changes in goodwill balances during the period from December 31, 2015 to December 31, 2018 are shown below (in thousands): Balance, December 31, 2015 $ 48,032 U.S. Gas impairment loss (13,052 ) Currency translation adjustments (750 ) Balance, December 31, 2016 34,230 U.S. Liquids - Crude oil trucking impairment loss (26,628 ) Reclassification of Mexican asphalt business goodwill as held for sale (Note 4) (7,808 ) U.S. Liquids - HFOTCO acquisition (Note 5) 257,302 Currency translation adjustments 206 Balance, December 31, 2017 257,302 Balance, December 31, 2018 $ 257,302 |
Schedule of Other Intangible Assets | The gross carrying amount and accumulated amortization of intangible assets are shown below (in thousands): December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 424,000 $ (67,917 ) $ 356,083 $ 424,000 $ (49,717 ) $ 374,283 Non-compete agreement 30,000 (21,250 ) 8,750 30,000 (6,250 ) 23,750 Trade names 52 (47 ) 5 52 (42 ) 10 Customer contract 1,000 (800 ) 200 1,000 (400 ) 600 Total other intangible assets $ 455,052 $ (90,014 ) $ 365,038 $ 455,052 $ (56,409 ) $ 398,643 December 31, 2018 , are shown below (in thousands): Balance, December 31, 2015 $ 162,223 Amortization (10,928 ) Currency translation adjustments (317 ) Balance, December 31, 2016 150,978 U.S. Liquids - HFOTCO acquisition (Note 5) 291,000 U.S. Liquids - 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 Amortization (33,605 ) Balance, December 31, 2018 $ 365,038 |
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, 2019 $ 39,455 December 31, 2020 30,000 December 31, 2021 30,200 December 31, 2022 28,600 December 31, 2023 27,100 Thereafter 209,683 Total estimated amortization expense $ 365,038 |
Financial Instruments and Con_3
Financial Instruments and Concentrations of Risk (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Netting (1) Total Assets: Commodity derivatives (2) $ 4,658 $ — $ — $ (973 ) $ 3,685 Total assets 4,658 — — (973 ) 3,685 Liabilities: Commodity derivatives 973 — — (973 ) — Foreign currency forwards — 2,985 — — 2,985 Interest rate swaps — — 1,482 — 1,482 Total liabilities 973 2,985 1,482 (973 ) 4,467 Net assets (liabilities) at fair value $ 3,685 $ (2,985 ) $ (1,482 ) $ — $ (782 ) 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 ) (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, 2018 Year Ended December 31, 2017 Net liabilities - beginning balance $ 1,228 $ — Interest rate swaps acquired through acquisition (Note 5) — 3,275 Transfers out of Level 3 — — Realized/Unrealized (gain) loss included in earnings* 163 (1,124 ) Settlements 91 (923 ) Net liabilities - ending balance $ 1,482 $ 1,228 |
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, 2018 2017 2016 Sales 14,013 12,979 33,694 Purchases 13,417 13,430 33,819 |
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, 2018 December 31, 2017 Other Current Assets Other Current Liabilities Other Current Assets Other Current Liabilities $ 3,685 $ — $ — $ 1,368 |
Schedule of Realized and Unrealized Gains (Losses) from Commodity Derivatives | Realized and unrealized gains (losses) from our commodity derivatives were recorded to product revenue in the following amounts (in thousands): Year Ended December 31, 2018 2017 2016 Realized and unrealized gain (loss) $ 12,088 $ (2,193 ) $ (4,485 ) |
Schedule of Foreign Assets and Liabilities | The following table summarizes the assets and liabilities (excluding affiliate balances) at December 31, 2018 , of our subsidiaries outside the United States (in thousands): Canada Cash and cash equivalents $ 17,107 Other current assets 78,542 Noncurrent assets 590,714 Total assets $ 686,363 Current liabilities $ 69,798 Noncurrent liabilities 76,192 Total liabilities 145,990 Net assets $ 540,373 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 U.S. $ (53,517 ) $ (64,423 ) $ (766 ) Foreign 52,493 44,885 25,297 Consolidated $ (1,024 ) $ (19,538 ) $ 24,531 |
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, 2018 2017 2016 Current income tax provision: Foreign $ 14,343 $ 7,058 $ 2,821 U.S. federal — — — U.S. state 650 383 — 14,993 7,441 2,821 Deferred income tax provision (benefit): Foreign 9,610 5,318 4,071 U.S. federal (664 ) (15,379 ) 5,142 U.S. state (635 ) 232 (766 ) 8,311 (9,829 ) 8,447 Provision (benefit) for income taxes $ 23,304 $ (2,388 ) $ 11,268 |
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, 2018 2017 2016 Income from continuing operations before income taxes $ (1,024 ) $ (19,538 ) $ 24,531 U.S. federal statutory rate 21 % 35 % 35 % Provision at statutory rate (215 ) (6,838 ) 8,586 State income taxes—net of federal benefit 13 401 (498 ) Effect of rates other than statutory 3,042 (3,842 ) (1,966 ) Effect of U.S. taxation on foreign branches 11,023 15,710 8,854 Noncontrolling interest (508 ) — (3,908 ) Foreign tax credit and offset to branch deferreds 1,447 45,245 (6,026 ) Effect of U.S. deduction of foreign tax (3,012 ) (7,514 ) — Impact of valuation allowance on deferred tax assets — (65,327 ) 6,026 Foreign withholding taxes 10,187 858 18 Stock-based compensation 1,427 1,351 — Effect of U.S. federal statutory rate reduction — — 17,638 — Other, net (100 ) (70 ) 182 Provision (benefit) for income taxes $ 23,304 $ (2,388 ) $ 11,268 |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities are as follows at December 31, 2018 and 2017 (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss and other credit carryforwards $ 139,274 $ 44,867 Compensation and benefits 5,480 7,156 Inventories 44 322 Intangible assets — 16,714 Pension plan 813 1,760 Allowance for doubtful accounts 577 956 Deferred revenue 2,493 4,953 Foreign tax credit and offset to branch deferreds 55,272 56,719 Other 19,127 28,201 less: valuation allowance (45,614 ) (45,682 ) Net deferred tax assets 177,466 115,966 Deferred tax liabilities: Intangible assets (12,849 ) (5,074 ) Prepaid expenses — (1,447 ) Property, plant and equipment (189,529 ) (108,646 ) Equity investment in partnerships (3,572 ) (24,315 ) Other (2,010 ) (2,402 ) Total deferred tax liabilities (207,960 ) (141,884 ) Net deferred tax liabilities $ (30,494 ) $ (25,918 ) |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Instrument [Line Items] | |
Summary of Long-Term Debt | We had the following outstanding letters of credit at December 31, 2018 (dollars in thousands): SemGroup $1.0 billion revolving credit facility 2.75% $ 24,335 Secured bi-lateral (1) 1.75% $ 19,053 (1) Secured bi-lateral letters of credit are external to the SemGroup $1.0 billion Interest rate at December 31, 2018 December 31, December 31, Senior unsecured notes due 2022 5.625% 400,000 400,000 Senior unsecured notes due 2023 5.625% 350,000 350,000 Senior unsecured notes due 2025 6.375% 325,000 325,000 Senior unsecured notes due 2026 7.250% 300,000 300,000 SemGroup $1.0 billion corporate revolving credit facility (1) Alternate base rate borrowings 7.250% 24,500 — Eurodollar borrowings 5.156% 95,000 131,000 HFOTCO acquisition final payment — 565,868 HFOTCO term loan B (2) 5.280% 597,000 532,125 HFOTCO tax exempt notes payable due 2050 3.399% 225,000 225,000 HFOTCO $75 million revolving credit facility — 60,000 Capital leases — 25 Unamortized premium (discount) and debt issuance costs, net (31,666 ) (30,398 ) Total long-term debt, net 2,284,834 2,858,620 Less: current portion of long-term debt 6,000 5,525 Noncurrent portion of long-term debt, net $ 2,278,834 $ 2,853,095 (1) SemGroup $1.0 billion corporate revolving credit facility matures on May 15, 2021. (2) HFOTCO term loan B is due in quarterly installments of $1.5 million , with a final payment due on June 26, 2025. |
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, 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, 2018 (in thousands): Total For the year ended: December 31, 2019 $ 6,000 December 31, 2020 6,000 December 31, 2021 125,500 December 31, 2022 406,000 December 31, 2023 356,000 Thereafter 1,417,000 Total $ 2,316,500 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Weighted Average Discount Rate [Line Items] | |
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, 2018 and 2017 (in thousands): December 31, 2018 2017 Projected benefit obligation $ 50,049 $ 53,489 Fair value of plan assets 39,197 43,098 Funded status: $ (10,852 ) $ (10,391 ) |
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, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 831 $ — $ — $ 831 $ 538 $ — $ — $ 538 Mutual funds 15,125 — — 15,125 16,671 — — 16,671 Pooled mutual funds — 23,241 — 23,241 — 25,889 — 25,889 Total $ 15,956 $ 23,241 $ — $ 39,197 $ 17,209 $ 25,889 $ — $ 43,098 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2015 through December 31, 2018 (in thousands): 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 Accretion 4,070 Payments made (3,111 ) Currency translation adjustments (1,820 ) Balance, December 31, 2018 $ 21,743 |
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, 2018 , are as follows (in thousands): For year ending: December 31, 2019 $ 5,795 December 31, 2020 5,796 December 31, 2021 5,312 December 31, 2022 3,455 December 31, 2023 2,453 Thereafter 40,551 Total future minimum lease payments $ 63,362 |
Summary of Purchase and Sale Commitments [Table Text Block] | At December 31, 2018 , such commitments included the following (in thousands): Volume (barrels) Value Fixed price purchases 4,626 $ 230,562 Fixed price sales 4,920 $ 246,755 Floating price purchases 14,638 $ 750,711 Floating price sales 17,290 $ 830,407 |
Long-term Purchase Commitment [Table Text Block] | Our U.S. Liquids segment has minimum volume commitments for pipeline transportation of crude oil. At December 31, 2018 , the approximate amount of future obligations is as follows (in thousands): For year ending: December 31, 2019 $ 21,865 December 31, 2020 19,751 December 31, 2021 12,976 December 31, 2022 13,231 December 31, 2023 13,496 Thereafter 6,816 Total expected future payments $ 88,135 December 31, 2018 , the approximate amount of future obligations is as follows (in thousands): For year ending: December 31, 2019 $ 9,783 December 31, 2020 9,063 December 31, 2021 7,337 December 31, 2022 6,905 December 31, 2023 2,854 Thereafter — Total expected future payments $ 35,942 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock reflected on the consolidated balance sheet | The common stock for which the par value is reflected on the consolidated balance sheet at December 31, 2018 is summarized below: Class A 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 78,379,773 Issuance of shares under employee and director compensation programs (1) 202,545 Shares issued under employee stock purchase plan 53,757 Shares accounted for at December 31, 2018 (2) 78,636,075 (1) Of these vested shares, recipients sold back to the Company 57,041 , 42,347 and 46,941 shares during the years ended December 31, 2018 , 2017 and 2016 , respectively, to satisfy tax withholding obligations. These repurchased shares are being recognized at cost as treasury stock on the consolidated balance sheet. |
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, 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 June 30, 2018 $ 0.4725 May 16, 2018 May 25, 2018 September 30, 2018 $ 0.4725 August 20, 2018 August 29, 2018 December 31, 2018 $ 0.4725 November 16, 2018 November 26, 2018 March 31, 2019 $ 0.4725 March 4, 2019 March 14, 2019 |
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, 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 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 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 ) Currency translation adjustment, net of income tax benefit of $4,949 (32,379 ) — (32,379 ) Currency translation adjustment reclassified to gain on disposal, net of income tax expense of $11,769 37,577 — 37,577 Changes related to benefit plans, net of income tax benefit of $311 — (2,644 ) (2,644 ) Balance, December 31, 2018 $ (45,816 ) $ (5,431 ) $ (51,247 ) |
Revenue Revenue (Tables)
Revenue Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Our revenue is disaggregated by segment and by activity below (in thousands): Year Ended December 31, 2018 2017 2016 U.S. Liquids Product sales $ 1,680,327 $ 1,299,343 $ 716,570 Pipeline transportation 84,878 43,642 23,099 Truck transportation 23,553 31,351 41,754 Storage fees 161,498 85,712 27,673 Facility service fees 49,896 27,658 18,283 Lease revenue 17,549 5,843 — U.S. Gas Product sales 210,827 180,581 167,319 Service fees 54,494 52,637 51,651 Canada Service fees 134,059 120,575 75,715 Other revenue 59,075 62,657 57,501 Corporate and Other Product sales 31,319 153,164 136,448 Storage fees 7,753 22,764 20,542 Service fees 3,070 7,160 6,537 Intersegment eliminations (15,036 ) (11,170 ) (10,928 ) Total revenue $ 2,503,262 $ 2,081,917 $ 1,332,164 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | However, certain of our agreements, such as "take-or-pay" agreements, do not qualify for the practical expedient. The amount and timing of revenue recognition for such contracts is presented below (in thousands): 2019 2020 2021 2022 2023 Thereafter Expected timing of revenue recognized for remaining performance obligations $ 280,984 $ 227,981 $ 186,465 $ 169,252 $ 163,193 $ 1,349,773 |
Contract with Customer, Asset and Liability [Table Text Block] | The balance of noncurrent receivables from customer contracts was (in thousands): December 31, December 31, Noncurrent receivables $ 11,496 $ — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 diluted earnings per share for the years ended December 31, 2018 , 2017 and 2016 (in thousands, except per share amounts): Year Ended December 31, 2018 Continuing Operations Discontinued Operations Net Loss $ (24,328 ) $ — $ (24,328 ) less: Income attributable to noncontrolling interest 2,421 — 2,421 Loss attributable to SemGroup $ (26,749 ) $ — $ (26,749 ) Less: cumulative preferred stock dividends 23,790 — 23,790 Net loss attributable to common shareholders (50,539 ) — (50,539 ) Weighted average common stock outstanding 78,313 78,313 78,313 Effect of dilutive securities — — — Diluted weighted average common stock outstanding 78,313 78,313 78,313 Diluted loss per share $ (0.65 ) $ — $ (0.65 ) 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 ) $ — $ (0.24 ) 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 $ — $ 0.04 December 31, 2018 , 2017 and 2016 (in thousands, except per share amounts): Year Ended December 31, 2018 Continuing Discontinued Net Loss $ (24,328 ) $ — $ (24,328 ) less: Income attributable to noncontrolling interest 2,421 — 2,421 Loss attributable to SemGroup $ (26,749 ) $ — $ (26,749 ) less: cumulative preferred stock dividends 23,790 — 23,790 Net loss attributable to common shareholders (50,539 ) — (50,539 ) Weighted average common stock outstanding 78,313 78,313 78,313 Basic loss per share $ (0.65 ) $ — $ (0.65 ) 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 ) $ — $ (0.24 ) 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 Basic earnings per share $ 0.04 $ — $ 0.04 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2015 to December 31, 2018 is summarized below: Unvested Shares Average Grant Date Fair Value Aggregate Fair Value of Shares (in thousands) 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 Awards granted - 2018 781,100 $ 22.10 Awards vested - 2018 (202,545 ) $ 23.18 $ 4,695 Awards forfeited - 2018 (188,410 ) $ 49.72 Outstanding at December 31, 2018 1,474,235 $ 21.04 |
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 and 2016 : 2017 2016 Volatility 54.2% 51.9% Risk-free interest rate 1.57% 0.98% |
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, 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 — $ — |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 Revenues: U.S. Liquids External $ 2,017,701 $ 1,493,548 $ 827,379 U.S. Gas External 250,285 222,048 208,042 Intersegment 15,036 11,170 10,928 Canada External 193,134 183,232 133,216 Corporate and Other External 42,142 183,089 163,527 Intersegment (15,036 ) (11,170 ) (10,928 ) Total Revenues $ 2,503,262 $ 2,081,917 $ 1,332,164 Year Ended December 31, 2018 2017 2016 Earnings from equity method investments: U.S. Liquids $ 57,625 $ 67,345 $ 71,569 Corporate and Other 47 (14 ) 2,147 Total earnings from equity method investments $ 57,672 $ 67,331 $ 73,716 Year Ended December 31, 2018 2017 2016 Depreciation and amortization: U.S. Liquids $ 142,237 $ 88,738 $ 32,449 U.S. Gas 42,997 37,059 36,170 Canada 21,051 18,530 16,867 Corporate and Other 2,969 14,094 13,318 Total depreciation and amortization $ 209,254 $ 158,421 $ 98,804 Year Ended December 31, 2018 2017 2016 Income tax expense (benefit): U.S. Liquids $ 575 $ 362 $ — Canada 11,018 8,863 3,667 Corporate and Other 11,711 (11,613 ) 7,601 Total income tax expense (benefit) $ 23,304 $ (2,388 ) $ 11,268 Year Ended December 31, 2018 2017 2016 Segment profit: U.S. Liquids $ 309,423 $ 229,208 $ 190,768 U.S. Gas 67,070 67,805 66,530 Canada 81,330 76,274 53,264 Corporate and Other 9,726 33,236 39,534 Total segment profit $ 467,549 $ 406,523 $ 350,096 Year Ended December 31, 2018 2017 2016 Reconciliation of segment profit to net income (loss): Total segment profit $ 467,549 $ 406,523 $ 350,096 Less: Adjustment to reflect equity earnings on an EBITDA basis 19,532 26,890 28,757 Net unrealized loss (gain) related to derivative instruments (5,053 ) 40 989 General and administrative expense 91,568 113,779 84,183 Depreciation and amortization 209,254 158,421 98,804 Loss (gain) on disposal or impairment, net (3,563 ) 13,333 16,048 Interest expense 149,714 103,009 62,650 Loss on early extinguishment of debt — 19,930 — Foreign currency transaction loss (gain) 9,501 (4,709 ) 4,759 Loss (gain) on sale or impairment of non-operated equity method investment — — 30,644 Other expense (income), net (2,380 ) (4,632 ) (1,269 ) Income tax expense (benefit) 23,304 (2,388 ) 11,268 Loss from discontinued operations — — 1 Net income (loss) $ (24,328 ) $ (17,150 ) $ 13,262 Year Ended December 31, 2018 2017 2016 Additions to long-lived assets, including acquisitions and contributions to equity method investments: U.S. Liquids $ 119,064 $ 2,289,218 $ 240,242 U.S. Gas 31,102 100,537 21,913 Canada 218,566 113,263 34,506 Corporate and Other 1,804 18,062 28,020 Total additions to long-lived assets $ 370,536 $ 2,521,080 $ 324,681 December 31, 2018 2017 Total assets (excluding intersegment receivables): U.S. Liquids $ 3,689,384 $ 3,871,334 U.S. Gas 716,837 714,777 Canada 684,418 518,900 Corporate and Other 119,668 271,806 Total $ 5,210,307 $ 5,376,817 December 31, 2018 2017 Equity investments: U.S. Liquids $ 255,043 $ 266,362 Corporate and Other 18,966 18,919 Total equity investments $ 274,009 $ 285,281 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Changes in Operating Assets and Liabilities | The following table summarizes the changes in the components of operating assets and liabilities, net of the effects of acquisitions (in thousands): Year Ended December 31, 2018 2017 2016 Decrease (increase) in restricted cash $ 33 $ (1 ) $ (1 ) Decrease (increase) in accounts receivable 78,624 (237,394 ) (90,810 ) Decrease (increase) in receivable from affiliates 685 23,764 (19,541 ) Decrease (increase) in inventories 52,166 (17,862 ) (30,686 ) Decrease (increase) in other current assets (3,406 ) 2,947 634 Decrease (increase) in other assets (1,636 ) (14,307 ) (297 ) Increase (decrease) in accounts payable and accrued liabilities (78,829 ) 209,982 94,687 Increase (decrease) in payable to affiliates (3,198 ) (19,537 ) 21,475 Increase (decrease) in other noncurrent liabilities 1,374 19,385 2,573 $ 45,813 $ (33,023 ) $ (21,966 ) |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 is shown below (in thousands, except per share amounts): First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenues $ 661,609 $ 595,794 $ 633,996 $ 611,863 $ 2,503,262 Loss (gain) on disposal or impairment, net (3,566 ) 1,824 (383 ) (1,438 ) (3,563 ) Other operating costs and expenses 642,936 576,975 609,208 579,567 2,408,686 Total expenses 639,370 578,799 608,825 578,129 2,405,123 Earnings from equity method investments 12,614 14,351 14,528 16,179 57,672 Operating income 34,853 31,346 39,699 49,913 155,811 Other expenses, net 44,805 37,685 33,935 40,410 156,835 Income (loss) before income taxes (9,952 ) (6,339 ) 5,764 9,503 (1,024 ) Income tax expense (benefit) 23,083 (3,613 ) (2,697 ) 6,531 23,304 Net income (loss) (33,035 ) (2,726 ) 8,461 2,972 (24,328 ) Less: net income attributable to noncontrolling interest — — — 2,421 2,421 Net income (loss) attributable to SemGroup (33,035 ) (2,726 ) — 8,461 551 (26,749 ) Less: cumulative preferred stock dividends 4,832 6,211 6,317 6,430 23,790 Net income (loss) attributable to common shareholders $ (37,867 ) $ (8,937 ) $ 2,144 $ (5,879 ) $ (50,539 ) Earnings (loss) per share—basic $ (0.48 ) $ (0.11 ) $ 0.03 $ (0.08 ) $ (0.65 ) Earnings (loss) per share—diluted $ (0.48 ) $ (0.11 ) $ 0.03 $ (0.08 ) $ (0.65 ) 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 447,392 465,874 549,442 579,147 2,041,855 Total expenses 449,802 465,640 — 591,067 — 548,679 — 2,055,188 Earnings from equity method investments 17,091 17,753 17,367 15,120 67,331 Operating income (loss) 23,389 25,202 — (27,778 ) — 73,247 — 94,060 Other expenses, net 33,571 11,966 28,574 39,487 113,598 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, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | During the years ended December 31, 2018 , 2017 and 2016 , we generated the following transactions with related parties (in thousands): Year Ended December 31, 2018 2017 2016 NGL Energy Revenues $ 18,168 $ 45,918 $ 61,639 Purchases $ 681 $ 29,695 $ 57,739 White Cliffs Crude oil revenues $ — $ 436 $ 4,973 Storage revenues $ 4,350 $ 4,350 $ 4,350 Transportation fees $ 12,506 $ 11,298 $ 10,797 Management fees $ 545 $ 519 $ 494 Crude oil purchases $ 6,201 $ 11,870 $ 4,758 |
Condensed Consolidating Guara_2
Condensed Consolidating Guarantor Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | |
Condensed Balance Sheet [Table Text Block] | Condensed Consolidating Guarantor Balance Sheets December 31, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated ASSETS Current assets: Cash and cash equivalents $ 40,064 $ — $ 50,742 $ (4,151 ) $ 86,655 Accounts receivable 83 461,980 100,151 — 562,214 Receivable from affiliates 120 18 157 — 295 Inventories — 49,397 — — 49,397 Other current assets 6,682 6,711 3,871 — 17,264 Total current assets 46,949 518,106 154,921 (4,151 ) 715,825 Property, plant and equipment 6,732 992,974 2,457,620 — 3,457,326 Equity method investments 3,267,581 1,553,360 — (4,546,932 ) 274,009 Goodwill — — 257,302 — 257,302 Other intangible assets 5 119,583 245,450 — 365,038 Other noncurrent assets, net 41,981 4,788 94,038 — 140,807 Total assets $ 3,363,248 $ 3,188,811 $ 3,209,331 $ (4,551,083 ) $ 5,210,307 LIABILITIES, PREFERRED STOCK AND OWNERS’ EQUITY Current liabilities: Accounts payable $ 38 $ 444,984 $ 49,770 $ — $ 494,792 Payable to affiliates 1 3,714 — — 3,715 Accrued liabilities 33,239 18,424 63,430 2 115,095 Other current liabilities 5,723 3,409 14,423 — 23,555 Total current liabilities 39,001 470,531 127,623 2 637,157 Long-term debt 1,467,083 6,315 811,751 (6,315 ) 2,278,834 Deferred income taxes 4,882 — 50,907 — 55,789 Other noncurrent liabilities 1,792 — 36,756 — 38,548 Commitments and contingencies Redeemable preferred stock 359,658 — — — 359,658 Owners' equity excluding noncontrolling interest in consolidated subsidiary 1,490,832 2,711,965 1,832,805 (4,544,770 ) 1,490,832 Noncontrolling interest in consolidated subsidiary — — 349,489 — 349,489 Total owners’ equity 1,490,832 2,711,965 2,182,294 (4,544,770 ) 1,840,321 Total liabilities, preferred stock and owners’ equity $ 3,363,248 $ 3,188,811 $ 3,209,331 $ (4,551,083 ) $ 5,210,307 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 2,110,299 — (4,910,292 ) 285,281 Goodwill — — 257,302 — 257,302 Other intangible assets 10 127,783 270,850 — 398,643 Other noncurrent assets, net 45,587 3,097 83,916 — 132,600 Noncurrent assets held for sale — — 84,961 — 84,961 Total assets $ 3,178,134 $ 3,914,707 $ 3,202,898 $ (4,918,922 ) $ 5,376,817 LIABILITIES AND OWNERS’ EQUITY Current liabilities: Accounts payable $ 646 $ 533,651 $ 53,601 $ — $ 587,898 Payable to affiliates 10 6,961 — — 6,971 Accrued liabilities 38,747 26,092 66,570 (2 ) 131,407 Current liabilities held for sale — — 23,847 — 23,847 Other current liabilities 1,922 5,532 8,984 — 16,438 Total current liabilities 41,325 572,236 153,002 (2 ) 766,561 Long-term debt 1,474,491 572,558 829,236 (23,190 ) 2,853,095 Deferred income taxes 1,892 — 44,693 — 46,585 Other noncurrent liabilities 2,061 — 36,434 — 38,495 Noncurrent liabilities held for sale — — 13,716 — 13,716 Commitments and contingencies Total owners’ equity 1,658,365 2,769,913 2,125,817 (4,895,730 ) 1,658,365 Total liabilities and owners’ equity $ 3,178,134 $ 3,914,707 $ 3,202,898 $ (4,918,922 ) $ 5,376,817 |
Condensed Income Statement [Table Text Block] | Condensed Consolidating Guarantor Statements of Operations Year Ended December 31, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Revenues: Product $ — $ 1,876,100 $ 31,336 $ — $ 1,907,436 Service — 140,275 378,489 — 518,764 Lease — — 17,549 — 17,549 Other — — 59,513 — 59,513 Total revenues — 2,016,375 486,887 — 2,503,262 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below — 1,796,716 26,379 — 1,823,095 Operating — 110,795 173,974 — 284,769 General and administrative 23,580 24,742 43,246 — 91,568 Depreciation and amortization 2,890 76,788 129,576 — 209,254 Loss (gain) on disposal or impairment, net 133,053 (154,302 ) 17,686 — (3,563 ) Total expenses 159,523 1,854,739 390,861 — 2,405,123 Earnings from equity method investments 219,181 73,010 — (234,519 ) 57,672 Operating income 59,658 234,646 96,026 (234,519 ) 155,811 Other expenses (income): Interest expense 68,389 56,217 25,348 (240 ) 149,714 Foreign currency transaction (gain) loss 10,246 147 (892 ) — 9,501 Other income, net (976 ) (138 ) (1,506 ) 240 (2,380 ) Total other expenses, net 77,659 56,226 22,950 — 156,835 Income (loss) from continuing operations before income taxes (18,001 ) 178,420 73,076 (234,519 ) (1,024 ) Income tax expense 8,748 — 14,556 — 23,304 Net income (loss) (26,749 ) 178,420 58,520 (234,519 ) (24,328 ) Less: net income attributable to noncontrolling interest — — 2,421 — 2,421 Net income (loss) attributable to SemGroup (26,749 ) 178,420 56,099 (234,519 ) (26,749 ) Less: cumulative preferred stock dividends 23,790 — — — 23,790 Net income (loss) attributable to common shareholders $ (50,539 ) $ 178,420 $ 56,099 $ (234,519 ) $ (50,539 ) Net income (loss) $ (26,749 ) $ 178,420 $ 58,520 $ (234,519 ) $ (24,328 ) Other comprehensive income (loss), net of income taxes (9,420 ) 387 11,587 — 2,554 Comprehensive income (loss) (36,169 ) 178,807 70,107 (234,519 ) (21,774 ) Less: comprehensive income attributable to noncontrolling interest — — 2,421 — 2,421 Comprehensive income (loss) attributable to SemGroup $ (36,169 ) $ 178,807 $ 67,686 $ (234,519 ) $ (24,195 ) 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 — 112,863 141,901 — 254,764 General and administrative 42,422 24,492 46,865 — 113,779 Depreciation and amortization 2,294 70,053 86,074 — 158,421 Loss (gain) on disposal or impairment, net — 70,681 (57,348 ) — 13,333 Total expenses 44,716 1,661,957 348,515 — 2,055,188 Earnings from equity method investments 68,964 (21,499 ) 7,494 12,372 67,331 Operating income (loss) 24,248 (65,505 ) 122,945 12,372 94,060 Other expenses (income): Interest expense 40,053 55,119 8,691 (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 ) (4,540 ) 854 (4,632 ) Total other expenses, net 56,306 55,086 2,206 — 113,598 Income (loss) from continuing operations before income taxes (32,058 ) (120,591 ) 120,739 12,372 (19,538 ) Income tax expense (benefit) (14,908 ) — 12,520 — (2,388 ) Income (loss) from continuing operations (17,150 ) (120,591 ) 108,219 12,372 (17,150 ) Net income (loss) $ (17,150 ) $ (120,591 ) $ 108,219 $ 12,372 $ (17,150 ) Net income (loss) $ (17,150 ) $ (120,591 ) $ 108,219 $ 12,372 $ (17,150 ) Other comprehensive income (loss), net of income taxes (11,987 ) (573 ) 32,673 — 20,113 Comprehensive income (loss) $ (29,137 ) $ (121,164 ) $ 140,892 $ 12,372 $ 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 30,638 — 84,183 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 23,996 993,382 267,187 — 1,284,565 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 29,556 (64,424 ) 121,315 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 (1,799 ) 806 (1,269 ) Total other expenses (income), net 26,303 72,340 (1,859 ) — 96,784 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 ) |
Condensed Cash Flow Statement [Table Text Block] | Condensed Consolidating Guarantor Statements of Cash Flows Year Ended December 31, 2018 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by (used in) operating activities $ (90,572 ) $ 144,902 $ 215,374 $ — $ 269,704 Cash flows from investing activities: Capital expenditures (1,529 ) (65,798 ) (323,407 ) — (390,734 ) Proceeds from sale of equity method investment and other long-lived assets — 664 1,294 — 1,958 Contributions to equity method investments — (7,781 ) — — (7,781 ) Proceeds from business divestitures 156,499 6,753 (15,465 ) — 147,787 Distributions from equity method investees in excess of equity in earnings — 19,100 — — 19,100 Net cash provided by (used in) investing activities 154,970 (47,062 ) (337,578 ) — (229,670 ) Cash flows from financing activities: Debt issuance costs (475 ) — (4,245 ) — (4,720 ) Borrowings on credit facilities and issuance of senior unsecured notes 660,000 — 598,500 — 1,258,500 Principal payments on credit facilities and other obligations (678,865 ) (565,904 ) (595,125 ) — (1,839,894 ) Equity issuance to noncontrolling interest 350,000 — — — 350,000 Distributions to noncontrolling interests (2,932 ) — — — (2,932 ) Proceeds from preferred stock issuance, net of offering costs 342,299 — — — 342,299 Repurchase of common stock for payment of statutory taxes due on equity-based compensation (705 ) — — — (705 ) Dividends paid (148,482 ) — — — (148,482 ) Proceeds from issuance of common stock under employee stock purchase plan 930 — — — 930 Intercompany borrowings (advances), net (578,561 ) 468,079 106,003 4,479 — Net cash provided by (used in) financing activities (56,791 ) (97,825 ) 105,133 4,479 (45,004 ) Effect of exchange rate changes on cash and cash equivalents — (15 ) (2,059 ) — (2,074 ) Change in cash and cash equivalents 7,607 — (19,130 ) 4,479 (7,044 ) Cash and cash equivalents at beginning of period 32,457 — 69,872 (8,630 ) 93,699 Cash and cash equivalents at end of period $ 40,064 $ — $ 50,742 $ (4,151 ) $ 86,655 Year Ended December 31, 2017 Parent Guarantors Non-guarantors Consolidating Adjustments Consolidated Net cash provided by (used in) operating activities $ (46,556 ) $ 93,107 $ 93,925 $ — $ 140,476 Cash flows from investing activities: Capital expenditures (4,554 ) (135,999 ) (322,160 ) — (462,713 ) Proceeds from sale of long-lived assets — 15,565 299,256 — 314,821 Contributions to equity method investments — (2,888 ) (23,556 ) — (26,444 ) Payments to acquire business, net of cash acquired — — (294,239 ) — (294,239 ) Distributions from equity method investments in excess of equity in earnings — 18,261 10,513 — 28,774 Net cash provided by (used in) investing activities (4,554 ) (105,061 ) (330,186 ) — (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 debt and other obligations (1,049,652 ) (26 ) (2,750 ) — (1,052,428 ) Debt extinguishment costs (16,293 ) — — — (16,293 ) Repurchase of common stock (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 ) 11,980 190,535 (4,048 ) — Net cash provided by (used in) financing activities 64,565 11,954 242,785 (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 credit facilities and other obligations (396,859 ) (31 ) — — (396,890 ) Distributions to noncontrolling interests — (32,133 ) — — (32,133 ) Proceeds from issuance of common shares, net of offering costs 223,025 — — — 223,025 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 |
Overview (Details)
Overview (Details) | Dec. 31, 2018 |
Ngl Energy Partners Lp [Member] | General Partner [Member] | |
Schedule Of Overview [Line Items] | |
Equity method investment, ownership percentage | 11.78% |
Consolidation And Basis Of Pr_3
Consolidation And Basis Of Presentation (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Consolidation And Basis Of Presentation [Line Items] | ||
Property, plant and equipment | $ 3,457,326 | $ 3,315,131 |
Canada [Member] | Operating Segments [Member] | ||
Consolidation And Basis Of Presentation [Line Items] | ||
Property, plant and equipment | $ 570,800 | |
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 Accoun_4
Summary of Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2018 | |
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 Accoun_5
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounts Receivable, net | $ 562,214,000 | $ 653,484,000 | $ 562,214,000 | $ 653,484,000 | |||||||
Other Assets, Noncurrent | 140,807,000 | 132,600,000 | 140,807,000 | 132,600,000 | |||||||
Other Liabilities, Current | 6,495,000 | 3,395,000 | 6,495,000 | 3,395,000 | |||||||
Deferred Tax Liabilities, Net, Noncurrent | 55,789,000 | 46,585,000 | 55,789,000 | 46,585,000 | |||||||
Retained Earnings (Accumulated Deficit) | (73,971,000) | (50,706,000) | (73,971,000) | (50,706,000) | |||||||
Revenues | 611,863,000 | $ 633,996,000 | $ 595,794,000 | $ 661,609,000 | 606,806,000 | $ 545,922,000 | $ 473,089,000 | $ 456,100,000 | 2,503,262,000 | 2,081,917,000 | $ 1,332,164,000 |
Costs of products sold, exclusive of depreciation and amortization shown below | 1,823,095,000 | ||||||||||
General and Administrative Expense | 91,568,000 | 113,779,000 | 84,183,000 | ||||||||
Income Tax Expense (Benefit) | 6,531,000 | (2,697,000) | (3,613,000) | 23,083,000 | 31,141,000 | (37,249,000) | 3,625,000 | 95,000 | 23,304,000 | (2,388,000) | 11,268,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 2,972,000 | 8,461,000 | (2,726,000) | (33,035,000) | $ 2,619,000 | $ (19,103,000) | $ 9,611,000 | $ (10,277,000) | (24,328,000) | (17,150,000) | 13,262,000 |
Net Income (Loss) Available to Common Stockholders, Basic | $ (5,879,000) | $ 2,144,000 | $ (8,937,000) | $ (37,867,000) | $ (50,539,000) | $ (17,150,000) | $ 2,095,000 | ||||
Earnings Per Share, Basic | $ (0.08) | $ 0.03 | $ (0.11) | $ (0.48) | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ (0.65) | $ (0.24) | $ 0.04 |
Earnings Per Share, Diluted | $ (0.08) | $ 0.03 | $ (0.11) | $ (0.48) | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ (0.65) | $ (0.24) | $ 0.04 |
Accounting Standards Update 2014-09 [Member] | Calculated under Revenue Guidance in Effect before Topic 606 [Member] | |||||||||||
Accounts Receivable, net | $ 562,057,000 | $ 562,057,000 | |||||||||
Other Assets, Noncurrent | 119,911,000 | 119,911,000 | |||||||||
Other Liabilities, Current | 6,538,000 | 6,538,000 | |||||||||
Deferred Tax Liabilities, Net, Noncurrent | 50,045,000 | 50,045,000 | |||||||||
Retained Earnings (Accumulated Deficit) | (89,324,000) | (89,324,000) | |||||||||
Revenues | 2,483,962,000 | ||||||||||
Costs of products sold, exclusive of depreciation and amortization shown below | 1,808,129,000 | ||||||||||
General and Administrative Expense | 91,168,000 | ||||||||||
Income Tax Expense (Benefit) | 23,209,000 | ||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (28,167,000) | ||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (54,378,000) | ||||||||||
Earnings Per Share, Basic | $ (0.70) | ||||||||||
Earnings Per Share, Diluted | $ (0.70) | ||||||||||
Accounting Standards Update 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | |||||||||||
Accounts Receivable, net | 157,000 | $ 157,000 | |||||||||
Other Assets, Noncurrent | 20,896,000 | 20,896,000 | |||||||||
Other Liabilities, Current | (43,000) | (43,000) | |||||||||
Deferred Tax Liabilities, Net, Noncurrent | 5,744,000 | 5,744,000 | |||||||||
Retained Earnings (Accumulated Deficit) | $ 15,353,000 | 15,353,000 | |||||||||
Revenues | 19,300,000 | ||||||||||
Costs of products sold, exclusive of depreciation and amortization shown below | 14,966,000 | ||||||||||
General and Administrative Expense | 400,000 | ||||||||||
Income Tax Expense (Benefit) | 95,000 | ||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 3,839,000 | ||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ 3,839,000 | ||||||||||
Earnings Per Share, Basic | $ 0.05 | ||||||||||
Earnings Per Share, Diluted | $ 0.05 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)Country | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 01, 2019USD ($) | Jan. 01, 2018USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Document Period End Date | Dec. 31, 2018 | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | |||||
Inventory valuation adjustment | $ 5,200 | $ 455 | $ 0 | |||
Number of countries in which segments operate | Country | 4 | |||||
Canada [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage mark-up on pass-through of recoverable maintenance costs | 10.00% | |||||
Minimum [Member] | Canada [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Maintenance period | 4 years | |||||
Maximum [Member] | Canada [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Maintenance period | 5 years | |||||
Accounting Standards Update 2016-02 [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 | $ 100,000 | |||||
Accumulated Deficit [Member] | Accounting Standards Update 2014-09 [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 | $ 11,500 | |||||
Accumulated Deficit [Member] | Accounting Standards Update 2016-02 [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 | $ 200 | |||||
Crude Oil [Member] | U.S. Liquids [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Inventory valuation adjustment | $ 5,200 | 500 | ||||
Sem Mexico [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Disposal Group, Including Discontinued Operation, Inventory, Current | 15,600 | |||||
General and Administrative Expense [Member] | Accounting Standards Update 2017-07 [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results | $ 3,200 | $ (300) | ||||
Subsequent Event [Member] | Accounting Standards Update 2017-07 [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results | $ 10,900 |
Disposals of Long-Lived Asset_2
Disposals of Long-Lived Assets Disposals of Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement [Line Items] | |||||||||||
Other Asset Impairment Charges | $ 3,727 | $ 0 | |||||||||
Loss (gain) on disposal or impairment | $ (1,438) | $ (383) | $ 1,824 | $ (3,566) | $ (30,468) | $ 41,625 | $ (234) | $ 2,410 | $ (3,563) | 13,333 | 16,048 |
Sem Mexico [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 | |||||||||
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 | |||||||||
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 | 26,628 | ||||||||||
Impairment of Intangible Assets, Finite-lived | 12,087 | ||||||||||
Glass Mountain Pipeline Llc [Member] | |||||||||||
Statement [Line Items] | |||||||||||
Equity Method Investment, Realized Gain on Disposal | $ (1,100) | $ (150,266) |
Disposals of Long-Lived Asset_3
Disposals of Long-Lived Assets (Details Textual) - USD ($) $ in Thousands | Apr. 12, 2018 | Mar. 15, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets held for sale | $ 38,063 | $ 0 | $ 38,063 | |||
Current liabilities held for sale | 23,847 | 0 | 23,847 | |||
Other Asset Impairment Charges | 3,727 | $ 0 | ||||
SemGas [Member] | ||||||
Other Asset Impairment Charges | 30,985 | |||||
Sem Mexico [Member] | ||||||
Proceeds from Divestiture of Businesses | $ 70,700 | |||||
Gain (loss) on disposal | 1,600 | |||||
Income (loss) from disposal, excluding discontinued operations, before tax, excluding gain/loss on disposal | 2,300 | |||||
Sem Logistics [Member] | ||||||
Proceeds from Divestiture of Businesses | $ 73,100 | |||||
Gain (loss) on disposal | 400 | |||||
Income (loss) from disposal, excluding discontinued operations, before tax, excluding gain/loss on disposal | $ 5,400 | |||||
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Sem Mexico [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 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 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) - USD ($) $ in Thousands, shares in Millions | Apr. 17, 2018 | Jul. 17, 2017 | Sep. 30, 2016 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||||||||||
Revenues | $ 611,863 | $ 633,996 | $ 595,794 | $ 661,609 | $ 606,806 | $ 545,922 | $ 473,089 | $ 456,100 | $ 2,503,262 | $ 2,081,917 | $ 1,332,164 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 2,972 | $ 8,461 | $ (2,726) | $ (33,035) | 2,619 | $ (19,103) | $ 9,611 | $ (10,277) | (24,328) | (17,150) | 13,262 | |||
Gain on pension curtailment | $ 0 | 3,008 | $ 0 | |||||||||||
HFOTCO LLC [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payments to acquire businesses | $ 297,800 | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 330,000 | |||||||||||||
Revenues | 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 | |||||||||||||
HFOTCO LLC [Member] | Common Class A [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 12.4 | |||||||||||||
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 | |||||||||||||
Rose Rock Midstream L P [Member] | Common Class A [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 13.1 | |||||||||||||
Secured Debt [Member] | HFOTCO LLC [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 766,000 | |||||||||||||
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 | |||||||||||
Second Payment [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Extinguishment of Debt, Amount | $ 579,600 | |||||||||||||
Second Payment [Member] | HFOTCO LLC [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Extinguishment of Debt, Amount | $ 579,600 |
Equity Method Investments (Inve
Equity Method Investments (Investment Summary) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Equity method investments | $ 274,009,000 | $ 285,281,000 | $ 274,009,000 | $ 285,281,000 | ||||||||
Earnings from equity method investments | 16,179,000 | $ 14,528,000 | $ 14,351,000 | $ 12,614,000 | 15,120,000 | $ 17,367,000 | $ 17,753,000 | $ 17,091,000 | 57,672,000 | 67,331,000 | $ 73,757,000 | |
Loss on issuance of common units by equity method investee | 0 | 0 | (41,000) | |||||||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital | 76,725,000 | 95,522,000 | 104,168,000 | |||||||||
White Cliffs Pipeline, LLC [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Equity method investments | 255,043,000 | 266,362,000 | 255,043,000 | 266,362,000 | ||||||||
Earnings from equity method investments | 57,625,000 | 59,851,000 | 69,007,000 | |||||||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital | 76,725,000 | 77,511,000 | 88,839,000 | |||||||||
Ngl Energy Partners Lp [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Equity method investments | $ 18,966,000 | $ 18,919,000 | 18,966,000 | 18,919,000 | ||||||||
Earnings from equity method investments | [1] | 47,000 | (14,000) | 2,188,000 | ||||||||
Loss on issuance of common units by equity method investee | (41,000) | |||||||||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital | 0 | 0 | 4,873,000 | |||||||||
Glass Mountain Pipeline LLC [Member] | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Earnings from equity method investments | 0 | 7,494,000 | 2,562,000 | |||||||||
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital | $ 0 | $ 18,011,000 | $ 10,456,000 | |||||||||
[1] | (1) Excluding a loss on issuance of common units of $41.0 thousand |
Equity Method Investments (Deta
Equity Method Investments (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 27, 2016 | |
Investment in Non Consolidated Subsidiaries (Textual) [Abstract] | ||||
Loss on issuance of common units by equity method investee | $ 0 | $ 0 | $ (41,000) | |
Payments to Acquire Equity Method Investments | 7,781,000 | 26,444,000 | 4,188,000 | |
Proceeds from Sale of Equity Method Investments | $ 0 | 0 | 60,483,000 | |
White Cliffs Pipeline, LLC [Member] | ||||
Investment in Non Consolidated Subsidiaries (Textual) [Abstract] | ||||
Percentage of ownership interest | 51.00% | |||
Payments to Acquire Equity Method Investments | $ 6,500,000 | 1,400,000 | 2,200,000 | |
Remaining expected capital contributions year one | 27,200,000 | |||
Ngl Energy Partners Lp [Member] | ||||
Investment in Non Consolidated Subsidiaries (Textual) [Abstract] | ||||
Loss on issuance of common units by equity method investee | (41,000) | |||
Glass Mountain Pipeline LLC [Member] | ||||
Investment in Non Consolidated Subsidiaries (Textual) [Abstract] | ||||
Proceeds from Sale of Equity Method Investments | 300,000,000 | |||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 1,100,000 | $ 150,266,000 | ||
General Partner [Member] | Ngl Energy Partners Lp [Member] | ||||
Investment in Non Consolidated Subsidiaries (Textual) [Abstract] | ||||
Percentage of ownership interest | 11.78% | |||
Limited Partner [Member] | Ngl Energy Partners Lp [Member] | ||||
Investment in Non Consolidated Subsidiaries (Textual) [Abstract] | ||||
Loss on issuance of common units by equity method investee | (41,000) | |||
Proceeds from Sale of Equity Method Investments | $ 60,500,000 | |||
Equity Method Investment Units Sold | 4,652,568 | |||
Equity Method Investment Units Sold Price Per Share | $ 13 | |||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 9,100,000 | |||
Equity Method Investment, Other than Temporary Impairment | $ 39,800,000 |
Other Assets (Details 1)
Other Assets (Details 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense | $ 8,379 | $ 8,746 |
Other Assets, Miscellaneous, Current | 8,885 | 5,551 |
Other Assets, Current | $ 17,264 | $ 14,297 |
Other Assets (Details 2)
Other Assets (Details 2) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Issuance Costs, Line of Credit Arrangements, Net | $ 6,074 | $ 8,774 |
Direct Financing Lease, Net Investment in Lease | 69,222 | 67,825 |
Deferred Tax Assets, Net, Noncurrent | 25,307 | 33,792 |
Other Assets, Miscellaneous, Noncurrent | 40,204 | 22,209 |
Other Assets, Noncurrent | $ 140,807 | $ 132,600 |
Other Assets Other Assets (Deta
Other Assets Other Assets (Details 3) $ in Thousands | Dec. 31, 2018USD ($) |
Other Assets [Abstract] | |
Capital Leases, Future Minimum Payments Receivable, Next Twelve Months | $ 13,732 |
Capital Leases, Future Minimum Payments, Receivable in Two Years | 13,031 |
Capital Leases, Future Minimum Payments, Receivable in Three Years | 12,800 |
Capital Leases, Future Minimum Payments, Receivable in Four Years | 12,804 |
Capital Leases, Future Minimum Payments, Receivable in Five Years | 12,808 |
Capital Leases, Future Minimum Payments, Receivable Thereafter | 18,151 |
Capital Leases, Future Minimum Payments Receivable | $ 83,326 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,065,229 | $ 3,759,973 |
Accumulated depreciation | (607,903) | (444,842) |
Property, plant and equipment, net | 3,457,326 | 3,315,131 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 308,166 | 273,168 |
Pipelines and related facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,023,502 | 926,799 |
Storage and terminal facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,247,115 | 1,111,001 |
Natural gas gathering and processing facilities [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,055,305 | 940,130 |
Linefill [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 27,972 | 25,747 |
Trucking equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 45,567 | 45,162 |
Office and other property and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 69,498 | 63,052 |
Construction-in-progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 288,104 | $ 374,914 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 4,065,229 | $ 3,759,973 | |
Depreciation | 173,100 | 126,300 | $ 87,900 |
Capitalized interest costs | 12,600 | 18,400 | $ 17,000 |
Use Rights [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 120,200 | $ 106,200 | |
Useful life property, plant and equipment (in years) | 19 years |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | $ 34,230 | $ 48,032 |
Currency translation adjustments | 206 | (750) |
Goodwill, Ending Balance | 257,302 | 34,230 |
U.S. Gas [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Impairment Loss | $ 13,052 | |
U.S. Liquids [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Impairment Loss | 26,628 | |
HFOTCO LLC [Member] | U.S. Liquids [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Acquired During Period | 257,302 | |
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Sem Mexico [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Reclassification to Held-for-sale | $ 7,808 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Details 2) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | $ 455,052 | $ 455,052 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (90,014) | (56,409) | ||
Finite-lived intangible assets, net | 365,038 | 398,643 | $ 150,978 | $ 162,223 |
Customer Relationships [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 424,000 | 424,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (67,917) | (49,717) | ||
Finite-lived intangible assets, net | 356,083 | 374,283 | ||
Noncompete Agreements [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 30,000 | 30,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (21,250) | (6,250) | ||
Finite-lived intangible assets, net | 8,750 | 23,750 | ||
Trade Names [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 52 | 52 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (47) | (42) | ||
Finite-lived intangible assets, net | 5 | 10 | ||
Customer Contracts [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 1,000 | 1,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (800) | (400) | ||
Finite-lived intangible assets, net | $ 200 | $ 600 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Details 3) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Net, beginning balance | $ 398,643 | $ 150,978 | $ 162,223 |
Amortization | (33,605) | (30,628) | (10,928) |
Currency translation adjustments | 95 | (317) | |
Finite-Lived Intangible Assets, Net, ending balance | $ 365,038 | 398,643 | $ 150,978 |
U.S. Liquids [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of Intangible Assets, Finite-lived | (12,087) | ||
HFOTCO LLC [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Customer contract intangible asset acquired | 291,000 | ||
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Sem Mexico [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Reclassification to Held-For-Sale | $ (715) |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets (Details 4) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Other Intangible Assets [Abstract] | ||||
For year ending, December 31, 2019 | $ 39,455 | |||
For year ending, December 31, 2020 | 30,000 | |||
For year ending, December 31, 2021 | 30,200 | |||
For year ending, December 31, 2022 | 28,600 | |||
For year ending, December 31, 2023 | 27,100 | |||
Thereafter | 209,683 | |||
Total estimated amortization expense | $ 365,038 | $ 398,643 | $ 150,978 | $ 162,223 |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | |||
Goodwill, Amortization Period for Income Taxes | 15 years | ||
U.S. Liquids [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Impairment Loss | $ 26,628 | ||
Impairment of Intangible Assets, Finite-lived | $ 12,087 | ||
U.S. Gas [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Impairment Loss | $ 13,052 |
Financial Instruments Fair Valu
Financial Instruments Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
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 | $ (1,482) | $ (1,228) | $ 0 |
Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 3,685 | 2,564 | |
Derivative Liability | 4,467 | 2,596 | |
Derivative Assets (Liabilities), at Fair Value, Net | (782) | (32) | |
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 | 4,658 | 602 | |
Derivative Asset, Fair Value, Gross Liability | (973) | (602) | |
Derivative Liability, Fair Value, Gross Liability | 973 | 1,970 | |
Derivative Liability, Fair Value, Gross Asset | (973) | (602) | |
Derivative Assets (Liabilities), at Fair Value, Net | 3,685 | (1,368) | |
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 | 0 | 2,564 | |
Derivative Liability, Fair Value, Gross Liability | 2,985 | 0 | |
Derivative Assets (Liabilities), at Fair Value, Net | (2,985) | 2,564 | |
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 | 1,482 | 1,228 | |
Derivative Assets (Liabilities), at Fair Value, Net | (1,482) | (1,228) | |
Fair Value, Measurements, Recurring [Member] | Commodity Contract [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Asset | 3,685 | 0 | |
Derivative Liability | 0 | 1,368 | |
Fair Value, Measurements, Recurring [Member] | Interest Rate Swap [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability | 1,482 | 1,228 | |
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 | ||
Derivative Liability | 2,985 | ||
Fair Value, Measurements, Recurring [Member] | Not Designated as Hedging Instrument [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 | 4,658 | 602 | |
Derivative Asset, Fair Value, Gross Liability | (973) | (602) | |
Derivative Liability, Fair Value, Gross Liability | 973 | 1,970 | |
Derivative Liability, Fair Value, Gross Asset | (973) | (602) | |
Fair Value, Measurements, Recurring [Member] | 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 Liability, Fair Value, Gross Liability | 1,482 | 1,228 | |
Fair Value, Measurements, Recurring [Member] | Not Designated as Hedging Instrument [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 | ||
Derivative Liability, Fair Value, Gross Liability | $ 2,985 |
Financial Instruments and Con_4
Financial Instruments and Concentrations of Risk Financial Instruments Transfers In and Out of Level 3 (Details) - Fair Value, Inputs, Level 3 [Member] - Not Designated as Hedging Instrument [Member] - Interest Rate Swap [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net liabilities - beginning balance | $ 1,228 | $ 0 |
Interest rate swaps acquired through acquisition (Note 5) | 0 | 3,275 |
Transfers out of Level 3 | 0 | 0 |
Realized/Unrealized (gain) loss included in earnings | 163 | (1,124) |
Settlements | 91 | (923) |
Net liabilities - ending balance | $ 1,482 | $ 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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Short [Member] | |||
Derivative, Nonmonetary Notional Amount, Volume | 14,013 | 12,979 | 33,694 |
Long [Member] | |||
Derivative, Nonmonetary Notional Amount, Volume | 13,417 | 13,430 | 33,819 |
Financial Instruments Fair Va_2
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, 2018 | Dec. 31, 2017 |
Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | $ 3,685 | $ 0 |
Other Current Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability | $ 0 | $ 1,368 |
Financial Instruments Realized
Financial Instruments Realized and Unrealized Gains and Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Not Designated as Hedging Instrument [Member] | Commodity Contract [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Realized and unrealized gains (losses) from commodity derivatives | $ 12,088 | $ (2,193) | $ (4,485) |
Financial Instruments Foreign A
Financial Instruments Foreign Assets and Liabilites (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Concentration of net assets outside of the U.S. | ||||
Cash and cash equivalents | $ 86,655 | $ 93,699 | $ 74,216 | $ 58,096 |
Other current assets | 17,264 | 14,297 | ||
Total assets | 5,210,307 | 5,376,817 | ||
Current liabilities | 637,157 | $ 766,561 | ||
Subsidiaries [Member] | CANADA | ||||
Concentration of net assets outside of the U.S. | ||||
Cash and cash equivalents | 17,107 | |||
Other current assets | 78,542 | |||
Noncurrent assets | 590,714 | |||
Total assets | 686,363 | |||
Current liabilities | 69,798 | |||
Noncurrent liabilities | 76,192 | |||
Total liabilities | 145,990 | |||
Net assets | $ 540,373 |
Financial Instruments and Con_5
Financial Instruments and Concentrations of Risk (Details Textual) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)employees | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Margin deposits | $ 100 | $ 1,900 | |
Derivative Asset, Fair Value, Amount Offset Against Collateral | $ 3,800 | 500 | |
Number of Employees, Geographic Area [Member] | Geographic Concentration Risk [Member] | |||
Number of employees | employees | 880 | ||
CANADA | Number of Employees, Geographic Area [Member] | Geographic Concentration Risk [Member] | |||
Number of employees | 265 | ||
CANADA | Workforce Subject to Collective Bargaining Arrangements [Member] | Unionized Employees Concentration Risk [Member] | |||
Number of employees | 55 | ||
Largest Customer [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 645,000 | ||
Largest Customer [Member] | Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | |||
Cost of Goods and Services Sold | $ 248,700 | ||
Largest Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Concentration of risk, percentage | 28.00% | ||
Three Largest Producers [Member] | Processing volumes [Member] | Product Concentration Risk [Member] | U.S. Gas [Member] | |||
Concentration of risk, percentage | 89.00% | ||
Two Largest Producers [Member] | Gathering volumes [Member] | Product Concentration Risk [Member] | U.S. Gas [Member] | |||
Concentration of risk, percentage | 83.00% | ||
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | |||
Derivative, Notional Amount | $ 524,300 | 491,100 | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | |||
Derivative, Notional Amount | 56,100 | 197,700 | |
Realized/Unrealized (gain) loss included in earnings | 10,200 | (2,800) | |
Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 3 [Member] | Interest Rate Swap [Member] | |||
Derivative Assets (Liabilities), at Fair Value, Net | (1,482) | (1,228) | $ 0 |
Realized/Unrealized (gain) loss included in earnings | 163 | (1,124) | |
Fair Value, Measurements, Recurring [Member] | |||
Derivative Assets (Liabilities), at Fair Value, Net | (782) | (32) | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Derivative Assets (Liabilities), at Fair Value, Net | (1,482) | (1,228) | |
Derivative Liability, Fair Value, Gross Liability | 1,482 | 1,228 | |
Derivative Asset | 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Derivative Assets (Liabilities), at Fair Value, Net | (2,985) | 2,564 | |
Derivative Liability, Fair Value, Gross Liability | 2,985 | 0 | |
Derivative Asset | 0 | 2,564 | |
Fair Value, Measurements, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 3 [Member] | Interest Rate Swap [Member] | |||
Derivative Liability, Fair Value, Gross Liability | 1,482 | 1,228 | |
Fair Value, Measurements, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Forward [Member] | |||
Derivative Liability, Fair Value, Gross Liability | $ 2,985 | ||
Derivative Asset | $ 2,564 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||||||||
U.S. | $ (53,517) | $ (64,423) | $ (766) | ||||||||
Foreign | 52,493 | 44,885 | 25,297 | ||||||||
Income (loss) from continuing operations before income taxes | $ 9,503 | $ 5,764 | $ (6,339) | $ (9,952) | $ 33,760 | $ (56,352) | $ 13,236 | $ (10,182) | $ (1,024) | $ (19,538) | $ 24,531 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Expense (Benefit), Continuing Operations, by Jurisdiction [Abstract] | |||||||||||
Foreign | $ 14,343 | $ 7,058 | $ 2,821 | ||||||||
U.S. federal | 0 | 0 | 0 | ||||||||
U.S. state | 650 | 383 | 0 | ||||||||
Current income tax provision (benefit) | 14,993 | 7,441 | 2,821 | ||||||||
Foreign | 9,610 | 5,318 | 4,071 | ||||||||
U.S. federal | (664) | (15,379) | 5,142 | ||||||||
U.S. state | (635) | 232 | (766) | ||||||||
Deferred income tax provision (benefit) | 8,311 | (9,829) | 8,447 | ||||||||
Provision (benefit) for income taxes | $ 6,531 | $ (2,697) | $ (3,613) | $ 23,083 | $ 31,141 | $ (37,249) | $ 3,625 | $ 95 | $ 23,304 | $ (2,388) | $ 11,268 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||||||||
Income (loss) from continuing operations before income taxes | $ 9,503 | $ 5,764 | $ (6,339) | $ (9,952) | $ 33,760 | $ (56,352) | $ 13,236 | $ (10,182) | $ (1,024) | $ (19,538) | $ 24,531 |
U.S. federal statutory rate | 21.00% | 35.00% | 35.00% | ||||||||
Provision at statutory rate | $ (215) | $ (6,838) | $ 8,586 | ||||||||
State income taxes—net of federal benefit | 13 | 401 | (498) | ||||||||
Effective Income Tax Rate Reconciliation, Tax Credit, Other, Amount | (3,042) | 3,842 | 1,966 | ||||||||
Effect of U.S. taxation on foreign branches | 11,023 | 15,710 | 8,854 | ||||||||
Noncontrolling interest | 508 | 0 | 3,908 | ||||||||
Foreign tax credit and offset to branch deferreds | 1,447 | 45,245 | (6,026) | ||||||||
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Amount | (3,012) | (7,514) | 0 | ||||||||
Impact of valuation allowance on deferred tax assets | 0 | (65,327) | 6,026 | ||||||||
Foreign withholding taxes | 10,187 | 858 | 18 | ||||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount | 1,427 | 1,351 | 0 | ||||||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | 0 | 17,638 | 0 | ||||||||
Other, net | (100) | (70) | 182 | ||||||||
Provision (benefit) for income taxes | $ 6,531 | $ (2,697) | $ (3,613) | $ 23,083 | $ 31,141 | $ (37,249) | $ 3,625 | $ 95 | $ 23,304 | $ (2,388) | $ 11,268 |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Components of Deferred Tax Assets [Abstract] | ||
Net operating loss and other credit carryforwards | $ 139,274 | $ 44,867 |
Compensation and benefits | 5,480 | 7,156 |
Inventories | 44 | 322 |
Intangible assets | 0 | 16,714 |
Pension plan | 813 | 1,760 |
Allowance for doubtful accounts | 577 | 956 |
Deferred revenue | 2,493 | 4,953 |
Foreign tax credit and offset to branch deferreds | 55,272 | 56,719 |
Other | 19,127 | 28,201 |
less: valuation allowance | (45,614) | (45,682) |
Deferred Tax Assets, Net of Valuation Allowance | 177,466 | 115,966 |
Components of Deferred Tax Liabilities [Abstract] | ||
Intangible assets | (12,849) | (5,074) |
Prepaid expenses | 0 | (1,447) |
Property, plant and equipment | (189,529) | (108,646) |
Equity Investment in partnerships | (3,572) | (24,315) |
Other | (2,010) | (2,402) |
Total deferred tax liabilities | (207,960) | (141,884) |
Net deferred tax liabilities | $ (30,494) | $ (25,918) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Change in valuation allowance | $ (0.1) |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | 535.6 |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 350.4 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | 371 |
Foreign Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 0.8 |
Forgein income tax credits | 44.6 |
Interest Expense [Member] | Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | $ 31.8 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Jun. 26, 2018 | Dec. 31, 2017 | Sep. 20, 2017 | Mar. 15, 2017 |
Debt Instrument [Line Items] | |||||
Capital leases | $ 0 | $ 25 | |||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | (31,666) | (30,398) | |||
Total long-term debt | 2,284,834 | 2,858,620 | |||
less: current portion of long-term debt | 6,000 | 5,525 | |||
Noncurrent portion of long-term debt | $ 2,278,834 | 2,853,095 | |||
Second Payment [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | |||||
Long-term Debt, Gross | $ 0 | 565,868 | |||
HFOTCO Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Line of Credit | $ 75,000 | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 2.75% | ||||
HFOTCO LLC [Member] | Term Loan B [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | 5.28% | ||||
Long-term Debt, Gross | $ 597,000 | $ 600,000 | 532,125 | ||
HFOTCO LLC [Member] | Tax Exempt Notes Payable due 2050 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate stated percentage | 3.399% | ||||
Long-term Debt, Gross | $ 225,000 | 225,000 | |||
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 | 325,000 | |||
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 | 300,000 | |||
Line of Credit [Member] | Revolving Credit Facility [Member] | HFOTCO Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | |||||
Long-term Line of Credit | $ 0 | 60,000 | |||
Alternate Base Rate [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | Corporate Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 7.25% | ||||
Long-term Line of Credit | $ 24,500 | 0 | |||
Eurodollar [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | Corporate Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Interest Rate at Period End | 5.156% | ||||
Long-term Line of Credit | $ 95,000 | $ 131,000 |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) - Senior Notes [Member] | 12 Months Ended |
Dec. 31, 2018 | |
Senior unsecured notes due 2022 [Member] | Debt Instrument, Redemption, Period One [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 102.813% |
Senior unsecured notes due 2022 [Member] | Debt Instrument, Redemption, Period Two [Member] | |
Debt Instrument, Redemption [Line Items] | |
Early redemption premium | 101.406% |
Senior unsecured notes due 2022 [Member] | Debt Instrument, Redemption, Period Three [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 | Dec. 31, 2018USD ($) |
Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Line of Credit Facility, Interest Rate at Period End | 2.75% |
Letters of credit outstanding | $ 24,335 |
Bilateral Letter of Credit [Member] | |
Debt Instrument [Line Items] | |
Line of Credit Facility, Interest Rate at Period End | 1.75% |
Letters of credit outstanding | $ 19,053 |
Long-Term Debt (Details 4)
Long-Term Debt (Details 4) $ in Thousands | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |
Scheduled principal payments in the next twelve months | $ 6,000 |
Scheduled principal payments, year two | 6,000 |
Scheduled principal payments, year three | 125,500 |
Scheduled principal payments, year four | 406,000 |
Scheduled principal payments, year five | 356,000 |
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal after Year Five | 1,417,000 |
Long term debt and capital lease obligations excluding discount and deferred costs | $ 2,316,500 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) $ in Thousands | Apr. 17, 2018 | Sep. 20, 2017 | Mar. 17, 2017 | Mar. 15, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 26, 2018 |
Long Term Debt (Textual) [Abstract] | ||||||||
Gain (Loss) on Extinguishment of Debt | $ 0 | $ (19,930) | $ 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 | $ 24,335 | |||||||
Second Payment [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Debt instrument, interest rate stated percentage | ||||||||
Long-term Debt, Gross | $ 0 | 565,868 | ||||||
Senior Unsecured Notes due 2021 [Member] | Senior Notes [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Debt instrument, interest rate stated percentage | 7.50% | |||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||
HFOTCO Credit Facility [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Long-term Line of Credit | $ 75,000 | |||||||
HFOTCO Credit Facility [Member] | Revolving Credit Facility [Member] | Line of Credit [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Long-term Line of Credit | $ 0 | 60,000 | ||||||
Senior Unsecured Notes due 2025 [Member] | Senior Notes [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Debt instrument, interest rate stated percentage | 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 | |||||||
Long-term Debt, Gross | $ 325,000 | 325,000 | ||||||
Senior unsecured notes due 2026 [Member] | Senior Notes [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Debt instrument, interest rate stated percentage | 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 | |||||||
Long-term Debt, Gross | $ 300,000 | 300,000 | ||||||
Fair Value, Inputs, Level 3 [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Long-term Debt, Fair Value | $ 2,200,000 | |||||||
Second Payment [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Extinguishment of Debt, Amount | $ 579,600 | |||||||
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% | |||||||
HFOTCO LLC [Member] | Term Loan B [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Debt instrument, interest rate stated percentage | 5.28% | |||||||
Debt Instrument, Periodic Payment, Principal | $ 1,500 | |||||||
Debt Instrument, Unamortized Discount | 1,500 | |||||||
Long-term Debt, Gross | 597,000 | 532,125 | $ 600,000 | |||||
Limit on potential increase in facility | $ 120,000 | |||||||
HFOTCO LLC [Member] | Tax Exempt Notes Payable due 2050 [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Debt instrument, interest rate stated percentage | 3.399% | |||||||
Long-term Debt, Gross | $ 225,000 | $ 225,000 | ||||||
HFOTCO LLC [Member] | Eurodollar [Member] | Term Loan B [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||||
HFOTCO LLC [Member] | Alternate Base Rate [Member] | Term Loan B [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||||||
HFOTCO LLC [Member] | Maximum Super Senior Leverage Ratio [Member] | Tax Exempt Notes Payable due 2050 [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Line of Credit Facility, Covenant Terms | 3.50 | |||||||
HFOTCO LLC [Member] | Minimum interest coverage ratio [Member] | Tax Exempt Notes Payable due 2050 [Member] | ||||||||
Long Term Debt (Textual) [Abstract] | ||||||||
Line of Credit Facility, Covenant Terms | 2 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - Pension Plan [Member] - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | $ 50,049 | $ 53,489 |
Fair value of plan assets | 39,197 | 43,098 |
Funded status: | $ (10,852) | $ (10,391) |
Employee Benefit Plans Employee
Employee Benefit Plans Employee Benefit Plans (Details 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets | $ 39,197 | $ 43,098 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets | 15,956 | 17,209 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets | 23,241 | 25,889 |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, 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, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets | 831 | 538 |
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, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets | 831 | 538 |
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, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, 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, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets | 0 | 0 |
Mutual Fund [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets | 15,125 | 16,671 |
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, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets | 15,125 | 16,671 |
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, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, 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, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets | 0 | 0 |
Fixed Income Funds [Member] | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets | 23,241 | 25,889 |
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, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, 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, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets | 23,241 | 25,889 |
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, Plan with Accumulated Benefit Obligation in Excess of Plan Assets, Plan Assets | $ 0 | $ 0 |
Employee Benefit Plans (Detai_2
Employee Benefit Plans (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Postretirement Benefits [Line Items] | |||
Contributions to the defined contribution plans | $ 3,000 | $ 3,000 | $ 2,700 |
Other, net of income taxes | (2,644) | (298) | (1,128) |
Pension Plan [Member] | |||
Postretirement Benefits [Line Items] | |||
Other, net of income taxes | 2,600 | 300 | $ 1,100 |
Projected benefit obligation | 50,049 | 53,489 | |
Postretirement Health Coverage [Member] | |||
Postretirement Benefits [Line Items] | |||
Projected benefit obligation | 1,500 | 1,700 | |
Canada [Member] | Pension Plan [Member] | |||
Postretirement Benefits [Line Items] | |||
Funded status of the Pension Plans | 2,000 | 2,300 | |
U.S. Liquids [Member] | Pension Plan [Member] | |||
Postretirement Benefits [Line Items] | |||
Funded status of the Pension Plans | $ 8,800 | $ 8,100 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Beginning Balance | $ 22,604 | $ 18,548 | $ 15,946 |
Accretion | 4,070 | 2,812 | 2,292 |
Payments made | (3,111) | (160) | (159) |
Currency translation adjustments | (1,820) | 1,404 | 469 |
Ending Balance | $ 21,743 | $ 22,604 | $ 18,548 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, Due next twelve months | $ 5,795 |
Operating Leases, Due in Two Years | 5,796 |
Operating Leases, Due in Three Years | 5,312 |
Operating Leases, Due in Four Years | 3,455 |
Operating Leases, Due in Five Years | 2,453 |
Operating Leases, Thereafter | 40,551 |
Operating Leases, Total future minimum lease payments | $ 63,362 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) bbl in Thousands, $ in Thousands | Dec. 31, 2018USD ($)bbl |
Fixed Price Sales [Member] | |
Summary Of Purchase And Sale Commitments | |
Sale commitments, Volume (barrels) | bbl | 4,920 |
Sale commitments, Value | $ | $ 246,755 |
Floating Price Sales [Member] | |
Summary Of Purchase And Sale Commitments | |
Sale commitments, Volume (barrels) | bbl | 17,290 |
Sale commitments, Value | $ | $ 830,407 |
Fixed Price Purchases [Member] | |
Summary Of Purchase And Sale Commitments | |
Purchase commitments, Volume (barrels) | bbl | 4,626 |
Purchase commitments, Value | $ | $ 230,562 |
Floating Price Purchases [Member] | |
Summary Of Purchase And Sale Commitments | |
Purchase commitments, Volume (barrels) | bbl | 14,638 |
Purchase commitments, Value | $ | $ 750,711 |
Commitments and Contingencies_5
Commitments and Contingencies (Details 3) - U.S. Gas [Member] - Fractionation capacity [Member] $ in Thousands | Dec. 31, 2018USD ($) |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Due in Next Twelve Months | $ 9,783 |
Purchase Obligation, Due in Second Year | 9,063 |
Purchase Obligation, Due in Third Year | 7,337 |
Purchase Obligation, Due in Fourth Year | 6,905 |
Purchase Obligation, Due in Fifth Year | 2,854 |
Purchase Obligation, Due after Fifth Year | 0 |
Purchase Obligation | $ 35,942 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Details 4) - Pipeline transportation capacity [Member] - U.S. Liquids [Member] $ in Thousands | Dec. 31, 2018USD ($) |
Long-term Purchase Commitment [Line Items] | |
Purchase Obligation, Due in Next Twelve Months | $ 21,865 |
Purchase Obligation, Due in Second Year | 19,751 |
Purchase Obligation, Due in Third Year | 12,976 |
Purchase Obligation, Due in Fourth Year | 13,231 |
Purchase Obligation, Due in Fifth Year | 13,496 |
Purchase Obligation, Due after Fifth Year | 6,816 |
Purchase Obligation | $ 88,135 |
Commitments and Contingencies_6
Commitments and Contingencies (Details Textual) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($)Number_Of_Sites | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Commitments and Contingencies (Textual) [Abstract] | |||
Estimated cost to retire facilities | $ | $ 127.1 | ||
Asset Retirement Obligation Additional Estimated Costs Attributable To Third Party Owners Undiscounted | $ | 18.1 | ||
Operating leases, rent expense | $ | $ 15.1 | $ 15.4 | $ 15 |
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 | $ | $ 104.4 | ||
Kansas sites [Member] | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Site contingency number of sites checked | 6 | ||
Sites completing assessment | 4 | ||
Number of Sites With Limited Soil and Groundwater Impact | 2 | ||
Number of Sites Requiring Additional Investigation | 2 | ||
Kansas sites [Member] | U.S. Liquids [Member] | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Site contingency number of sites checked | 5 | ||
Kansas sites [Member] | U.S. Gas [Member] | |||
Commitments and Contingencies (Textual) [Abstract] | |||
Site contingency number of sites checked | 1 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) - USD ($) | Mar. 01, 2019 | Nov. 26, 2018 | Aug. 29, 2018 | May 25, 2018 | Jan. 19, 2018 | Jun. 22, 2016 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred Stock, Shares Issued | 350,000 | 350,000 | 0 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Issuance of common stock | $ 228,500,000 | $ 228,546,000 | |||||||
Payments of Stock Issuance Costs | $ 4,300,000 | ||||||||
Preferred Stock, Dividend Rate, Percentage | 7.00% | ||||||||
Preferred stock per share annualized dividend | $ 70 | ||||||||
Preferred Stock, Redemption Price Per Share | $ 33 | ||||||||
Preferred Stock, Minimum Conversion Amount | $ 50,000,000 | ||||||||
Minimum required closing share price for the Company to cause conversion | $ 47.85 | ||||||||
Minimum cash consideration in change of control to require conversion | 90.00% | ||||||||
Option change in control redemption premium, less than 90% cash transaction | 101.00% | ||||||||
Maximum parity stock issuable, amount | $ 250,000,000 | ||||||||
Maximum aggregate value of outstanding preferred stock to issue parity stock | $ 100,000,000 | ||||||||
Preferred stock ownership required for preemptive rights | 75.00% | ||||||||
Preferred stock ownership required to have board observer | 50.00% | ||||||||
Minimum ownership required to maintain registration rights | 5.00% | ||||||||
Dividends, Preferred Stock, Paid-in-kind | $ 6,300,000 | $ 6,200,000 | $ 4,800,000 | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 11,132,121 | ||||||||
Cumulative Preferred Stock [Member] | |||||||||
Shares Issued, Price Per Share | $ 1,000 | ||||||||
Issuance of common stock | $ 350,000,000 | ||||||||
Payments of Stock Issuance Costs | $ 7,700,000 | ||||||||
On or prior to the first anniversary of the Issue Date [Domain] | |||||||||
Cash Change of Control Conversion Premium | 130.00% | ||||||||
On or prior to the second anniversary of the Issue Date [Domain] | |||||||||
Cash Change of Control Conversion Premium | 120.00% | ||||||||
On or prior to the third anniversary of the Issue Date [Domain] | |||||||||
Cash Change of Control Conversion Premium | 105.00% | ||||||||
After the third anniversary of the Issue Date [Domain] | |||||||||
Cash Change of Control Conversion Premium | 101.00% | ||||||||
Subsequent Event [Member] | |||||||||
Dividends, Preferred Stock, Paid-in-kind | $ 6,400,000 |
Equity (Details 1)
Equity (Details 1) - Common Class A [Member] - shares | Jun. 22, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Schedule of Common Stock | |||||||
Common Stock, Shares, Outstanding | 78,379,773 | [1] | 65,806,367 | 43,823,739 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | [2] | 202,545 | 149,961 | 170,772 | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 53,757 | 39,545 | 46,836 | ||||
Stock Issued During Period, Shares, New Issues | 8,625,000 | 8,625,000 | |||||
Stock Issued During Period, Shares, Acquisitions | 12,383,900 | 13,140,020 | |||||
Common Stock, Shares, Outstanding | 78,636,075 | [1] | 78,379,773 | [1] | 65,806,367 | ||
[1] | (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. | ||||||
[2] | (1) Of these vested shares, recipients sold back to the Company 57,041 , 42,347 and 46,941 shares during the years ended December 31, 2018 , 2017 and 2016 |
Equity Equity (Details 2)
Equity Equity (Details 2) - $ / shares | Mar. 14, 2019 | Nov. 26, 2018 | Aug. 29, 2018 | May 25, 2018 | 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 |
Dividends paid | $ 0.4725 | $ 0.4725 | $ 0.4725 | $ 0.4725 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | $ 0.45 | |
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 |
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 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 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 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 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 | Oct. 22, 2018 | Jul. 17, 2017 | Sep. 30, 2016 | Jun. 22, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 19, 2018 |
Equity [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Common stock shares authorized | 190,000,000 | 100,000,000 | ||||||
Preferred Stock, Shares Authorized | 4,000,000 | 4,000,000 | ||||||
Preferred Stock, Shares Issued | 350,000 | 0 | 350,000 | |||||
Issuance of common stock | $ 228,500 | $ 228,546 | ||||||
Payments of Stock Issuance Costs | $ 4,300 | |||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | |||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 342,299 | $ 0 | $ 0 | |||||
Common Class A [Member] | ||||||||
Equity [Line Items] | ||||||||
Shares Paid for Tax Withholding for Share Based Compensation | 57,041 | 42,347 | 46,941 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | |||||||
Common stock shares authorized | 180,000,000 | |||||||
Stock Issued During Period, Shares, New Issues | 8,625,000 | 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) | |||||||
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 | $ 330,000 | |||||||
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 | |||||||
Maurepas Pipeline LLC [Member] | ||||||||
Equity [Line Items] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | 49.00% | ||||||
Noncontrolling Interest [Member] | ||||||||
Equity [Line Items] | ||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 350,000 | |||||||
Dividends, Preferred Stock, Cash | 2,200 | |||||||
Base price, repurchase option on noncontrolling interest | $ 350,000 | |||||||
Annual increase is base price, repurchase option, noncontrolling interest | 1.00% | |||||||
Preferred stock non-call period | 24 months |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Comprehensive Income (Loss), Foreign Currency Translation, Gain (Loss), Reclassification Adjustment from AOCI, after Tax | $ (11,769) | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (51,247) | $ (53,801) | $ (73,914) | $ (58,562) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | (32,379) | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 5,198 | 20,411 | (14,224) | |
Other, net of income taxes | (2,644) | (298) | (1,128) | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 37,577 | |||
Currency Translation [Member] | ||||
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | 4,949 | 12,404 | (8,672) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (45,816) | (51,014) | (71,425) | (57,201) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | (32,379) | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 20,411 | (14,224) | ||
Other, net of income taxes | 0 | 0 | 0 | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 37,577 | |||
Employee Benefit Plans [Member] | ||||
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | 311 | 99 | (417) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (5,431) | (2,787) | (2,489) | $ (1,361) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 0 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | 0 | 0 | ||
Other, net of income taxes | (2,644) | $ (298) | $ (1,128) | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | $ 0 |
Revenue Revenue (Details 1)
Revenue Revenue (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Direct Financing Lease, Revenue | $ 17,549 | $ 5,843 | $ 0 | ||||||||
Revenues | $ 611,863 | $ 633,996 | $ 595,794 | $ 661,609 | $ 606,806 | $ 545,922 | $ 473,089 | $ 456,100 | 2,503,262 | 2,081,917 | 1,332,164 |
Product [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,907,436 | 1,621,918 | 1,009,409 | ||||||||
Other revenue [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 59,513 | 62,890 | 57,725 | ||||||||
U.S. Liquids [Member] | |||||||||||
Direct Financing Lease, Revenue | 17,549 | 5,843 | 0 | ||||||||
Revenues | 2,017,701 | 1,493,548 | 827,379 | ||||||||
U.S. Liquids [Member] | Product [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,680,327 | 1,299,343 | 716,570 | ||||||||
U.S. Liquids [Member] | Pipeline transportation [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 84,878 | 43,642 | 23,099 | ||||||||
U.S. Liquids [Member] | Truck Transportation Revenue [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 23,553 | 31,351 | 41,754 | ||||||||
U.S. Liquids [Member] | Facility Service Fees [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 49,896 | 27,658 | 18,283 | ||||||||
U.S. Liquids [Member] | Storage Services [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 161,498 | 85,712 | 27,673 | ||||||||
SemGas [Member] | |||||||||||
Revenues | 250,285 | 222,048 | 208,042 | ||||||||
SemGas [Member] | Product [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 210,827 | 180,581 | 167,319 | ||||||||
SemGas [Member] | Service Fees [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 54,494 | 52,637 | 51,651 | ||||||||
Canada [Member] | |||||||||||
Revenues | 193,134 | 183,232 | 133,216 | ||||||||
Canada [Member] | Service Fees [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 134,059 | 120,575 | 75,715 | ||||||||
Canada [Member] | Other revenue [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 59,075 | 62,657 | 57,501 | ||||||||
Corporate, Non-Segment [Member] | |||||||||||
Revenues | 42,142 | 183,089 | 163,527 | ||||||||
Corporate, Non-Segment [Member] | Product [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 31,319 | 153,164 | 136,448 | ||||||||
Corporate, Non-Segment [Member] | Service Fees [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 3,070 | 7,160 | 6,537 | ||||||||
Corporate, Non-Segment [Member] | Storage Services [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 7,753 | 22,764 | 20,542 | ||||||||
Intersegment Eliminations [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | (15,036) | (11,170) | (10,928) | ||||||||
Revenues | (15,036) | (11,170) | (10,928) | ||||||||
Intersegment Eliminations [Member] | SemGas [Member] | |||||||||||
Revenues | $ 15,036 | $ 11,170 | $ 10,928 |
Revenue Revenue (Details 2)
Revenue Revenue (Details 2) $ in Thousands | Dec. 31, 2018USD ($) |
Period 1 [Member] | |
Revenue, Remaining Performance Obligation, Amount | $ 280,984 |
Period 2 [Member] | |
Revenue, Remaining Performance Obligation, Amount | 227,981 |
Period 3 [Member] | |
Revenue, Remaining Performance Obligation, Amount | 186,465 |
Period 4 [Member] | |
Revenue, Remaining Performance Obligation, Amount | 169,252 |
Period 5 [Member] | |
Revenue, Remaining Performance Obligation, Amount | 163,193 |
Thereafter [Member] | |
Revenue, Remaining Performance Obligation, Amount | $ 1,349,773 |
Revenue Revenue (Details 3)
Revenue Revenue (Details 3) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | ||
Contract with Customer, Asset, Net, Noncurrent | $ 11,496 | $ 0 |
Revenue Revenue (Details Textua
Revenue Revenue (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue, Revenue Recognized | $ 4.2 |
Capitalized Contract Cost, Net | $ 9.4 |
capitalized contract costs amortization period | 25 years |
Capitalized Contract Cost, Amortization | $ 0.4 |
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Basic earnings per share | |||||||||||
Net income (loss) | $ 2,972 | $ 8,461 | $ (2,726) | $ (33,035) | $ 2,619 | $ (19,103) | $ 9,611 | $ (10,277) | $ (24,328) | $ (17,150) | $ 13,262 |
less: Income attributable to noncontrolling interest | 2,421 | 0 | 0 | 0 | 2,421 | 0 | 11,167 | ||||
Net income (loss) attributable to SemGroup | 551 | 8,461 | (2,726) | (33,035) | (26,749) | (17,150) | 2,095 | ||||
Preferred Stock Dividends, Income Statement Impact | 6,430 | 6,317 | 6,211 | 4,832 | 23,790 | 0 | 0 | ||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (5,879) | $ 2,144 | $ (8,937) | $ (37,867) | $ (50,539) | $ (17,150) | $ 2,095 | ||||
Weighted average common stock outstanding | 78,313 | 71,418 | 51,889 | ||||||||
Earnings Per Share, Basic | $ (0.08) | $ 0.03 | $ (0.11) | $ (0.48) | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ (0.65) | $ (0.24) | $ 0.04 |
Continuing Operations [Member] | |||||||||||
Basic earnings per share | |||||||||||
Net income (loss) | $ (24,328) | $ (17,150) | $ 13,263 | ||||||||
less: Income attributable to noncontrolling interest | 2,421 | 0 | 11,167 | ||||||||
Net income (loss) attributable to SemGroup | (26,749) | $ (17,150) | $ 2,096 | ||||||||
Preferred Stock Dividends, Income Statement Impact | 23,790 | ||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (50,539) | ||||||||||
Weighted average common stock outstanding | 78,313 | 71,418 | 51,889 | ||||||||
Earnings Per Share, Basic | $ (0.65) | $ (0.24) | $ 0.04 | ||||||||
Discontinued Operations [Member] | |||||||||||
Basic earnings per share | |||||||||||
Net income (loss) | $ 0 | $ 0 | $ (1) | ||||||||
less: Income attributable to noncontrolling interest | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to SemGroup | 0 | $ 0 | $ (1) | ||||||||
Preferred Stock Dividends, Income Statement Impact | 0 | ||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ 0 | ||||||||||
Weighted average common stock outstanding | 78,313 | 71,418 | 51,889 | ||||||||
Earnings Per Share, Basic | $ 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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Diluted earnings per share | |||||||||||
Net income (loss) | $ 2,972 | $ 8,461 | $ (2,726) | $ (33,035) | $ 2,619 | $ (19,103) | $ 9,611 | $ (10,277) | $ (24,328) | $ (17,150) | $ 13,262 |
Less: net income attributable to noncontrolling interests | 2,421 | 0 | 0 | 0 | 2,421 | 0 | 11,167 | ||||
Net income (loss) attributable to SemGroup | 551 | 8,461 | (2,726) | (33,035) | (26,749) | (17,150) | 2,095 | ||||
Preferred Stock Dividends, Income Statement Impact | 6,430 | 6,317 | 6,211 | 4,832 | 23,790 | 0 | 0 | ||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (5,879) | $ 2,144 | $ (8,937) | $ (37,867) | $ (50,539) | $ (17,150) | $ 2,095 | ||||
Weighted average common stock outstanding | 78,313 | 71,418 | 51,889 | ||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | 392 | ||||||||
Diluted weighted average common stock outstanding | 78,313 | 71,418 | 52,281 | ||||||||
Earnings Per Share, Diluted | $ (0.08) | $ 0.03 | $ (0.11) | $ (0.48) | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ (0.65) | $ (0.24) | $ 0.04 |
Continuing Operations [Member] | |||||||||||
Diluted earnings per share | |||||||||||
Net income (loss) | $ (24,328) | $ (17,150) | $ 13,263 | ||||||||
Less: net income attributable to noncontrolling interests | 2,421 | 0 | 11,167 | ||||||||
Net income (loss) attributable to SemGroup | (26,749) | $ (17,150) | $ 2,096 | ||||||||
Preferred Stock Dividends, Income Statement Impact | 23,790 | ||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (50,539) | ||||||||||
Weighted average common stock outstanding | 78,313 | 71,418 | 51,889 | ||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | 392 | ||||||||
Diluted weighted average common stock outstanding | 78,313 | 71,418 | 52,281 | ||||||||
Earnings Per Share, Diluted | $ (0.65) | $ (0.24) | $ 0.04 | ||||||||
Discontinued Operations [Member] | |||||||||||
Diluted earnings per share | |||||||||||
Net income (loss) | $ 0 | $ 0 | $ (1) | ||||||||
Less: net income attributable to noncontrolling interests | 0 | 0 | 0 | ||||||||
Net income (loss) attributable to SemGroup | 0 | $ 0 | $ (1) | ||||||||
Preferred Stock Dividends, Income Statement Impact | 0 | ||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | $ 0 | ||||||||||
Weighted average common stock outstanding | 78,313 | 71,418 | 51,889 | ||||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | 392 | ||||||||
Diluted weighted average common stock outstanding | 78,313 | 71,418 | 52,281 | ||||||||
Earnings Per Share, Diluted | $ 0 | $ 0 | $ 0 |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) | Dec. 31, 2018 | Oct. 22, 2018 |
Earnings Per Share [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | |
Maurepas Pipeline LLC [Member] | ||
Earnings Per Share [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | 49.00% |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - Restricted Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Outstanding, shares | 1,474,235 | 1,084,090 | 911,266 | 411,308 |
Awards granted, shares | 781,100 | 377,766 | 702,309 | |
Awards vested, shares | (202,545) | (149,961) | (168,096) | |
Awards forfeited, shares | (188,410) | (54,981) | (34,255) | |
Awards outstanding, average grant date fair value | $ 21.04 | $ 29.07 | $ 31.09 | $ 75.25 |
Awards granted, average grant date fair value per share | 22.10 | 35.22 | 19.18 | |
Awards vested, average grant date fair value per share | $ 23.18 | $ 33.60 | $ 20.38 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 4,695 | $ 5,039 | $ 3,426 | |
Awards forfeited, average grant date fair value per share | $ 49.72 | $ 81.80 | $ 42.42 |
Equity-Based Compensation (De_2
Equity-Based Compensation (Details 1) - Restricted Stock [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.57% | 0.98% |
Equity-Based Compensation (De_3
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 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, shares | 0 | 100,191 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 665 | |
Awards outstanding, average grant date fair value | $ 0 | $ 38.70 |
Awards granted, shares | 117,204 | |
Awards granted, average grant date fair value per share | $ 9.62 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 57,458 | |
Awards vested, average grant date fair value per share | $ 11.58 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 1,846 | |
Awards forfeited, average grant date fair value per share | $ 26.55 | |
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 (De_4
Equity-Based Compensation (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unvested Dividend Equivalent Value | $ 2.7 | ||
Equity-based compensation expense recognized | 11.4 | $ 10.1 | $ 8.8 |
Unrecognized compensation expense for nonvested awards | $ 13.9 | ||
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 | 57,041 | 42,347 | 46,941 |
Awards granted, shares | 781,100 | 377,766 | 702,309 |
Equity-based compensation awards which could vest if certain targets are met | 558,000 | ||
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 | 53,757 | 39,545 | 46,836 |
Rose Rock Midstream L P [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense recognized | $ 1.2 | ||
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 | ||
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 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information | |||||||||||
Revenues | $ 611,863 | $ 633,996 | $ 595,794 | $ 661,609 | $ 606,806 | $ 545,922 | $ 473,089 | $ 456,100 | $ 2,503,262 | $ 2,081,917 | $ 1,332,164 |
Income (Loss) from Equity Method Investments and Issuance of Common Units by Equity Method Investee | 57,672 | 67,331 | 73,716 | ||||||||
Depreciation, Depletion and Amortization | (209,254) | (158,421) | (98,804) | ||||||||
Income Tax Expense (Benefit) | 6,531 | (2,697) | (3,613) | 23,083 | 31,141 | (37,249) | 3,625 | 95 | 23,304 | (2,388) | 11,268 |
Segment profit | 467,549 | 406,523 | 350,096 | ||||||||
EBITDA Adjustment to Equity Earnings | 19,532 | 26,890 | 28,757 | ||||||||
Net unrealized (gain) loss related to derivative instruments | (5,053) | 40 | 989 | ||||||||
General and Administrative Expense | 91,568 | 113,779 | 84,183 | ||||||||
Loss (gain) on disposal or impairment | (1,438) | (383) | 1,824 | (3,566) | (30,468) | 41,625 | (234) | 2,410 | (3,563) | 13,333 | 16,048 |
Interest expense | 149,714 | 103,009 | 62,650 | ||||||||
Loss on early extinguishment of debt | 0 | 19,930 | 0 | ||||||||
Foreign currency transaction loss (gain) | 9,501 | (4,709) | 4,759 | ||||||||
Loss on sale or impairment of non-operated equity method investment | 0 | 0 | 30,644 | ||||||||
Other expense (income), net | (2,380) | (4,632) | (1,269) | ||||||||
Loss from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | 1 | ||||||||
Net income (loss) | 2,972 | $ 8,461 | $ (2,726) | $ (33,035) | 2,619 | $ (19,103) | $ 9,611 | $ (10,277) | (24,328) | (17,150) | 13,262 |
Additions to long-lived assets | 370,536 | 2,521,080 | 324,681 | ||||||||
Total assets | 5,210,307 | 5,376,817 | 5,210,307 | 5,376,817 | |||||||
Equity method investments | 274,009 | 285,281 | 274,009 | 285,281 | |||||||
U.S. Liquids [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenues | 2,017,701 | 1,493,548 | 827,379 | ||||||||
Income (Loss) from Equity Method Investments and Issuance of Common Units by Equity Method Investee | 57,625 | 67,345 | 71,569 | ||||||||
U.S. Gas [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenues | 250,285 | 222,048 | 208,042 | ||||||||
Canada [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenues | 193,134 | 183,232 | 133,216 | ||||||||
Operating Segments [Member] | U.S. Liquids [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Depreciation, Depletion and Amortization | (142,237) | (88,738) | (32,449) | ||||||||
Income Tax Expense (Benefit) | 575 | 362 | 0 | ||||||||
Segment profit | 309,423 | 229,208 | 190,768 | ||||||||
Additions to long-lived assets | 119,064 | 2,289,218 | 240,242 | ||||||||
Total assets | 3,689,384 | 3,871,334 | 3,689,384 | 3,871,334 | |||||||
Equity method investments | 255,043 | 266,362 | 255,043 | 266,362 | |||||||
Operating Segments [Member] | U.S. Gas [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Depreciation, Depletion and Amortization | (42,997) | (37,059) | (36,170) | ||||||||
Segment profit | 67,070 | 67,805 | 66,530 | ||||||||
Additions to long-lived assets | 31,102 | 100,537 | 21,913 | ||||||||
Total assets | 716,837 | 714,777 | 716,837 | 714,777 | |||||||
Operating Segments [Member] | Canada [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Depreciation, Depletion and Amortization | (21,051) | (18,530) | (16,867) | ||||||||
Income Tax Expense (Benefit) | 11,018 | 8,863 | 3,667 | ||||||||
Segment profit | 81,330 | 76,274 | 53,264 | ||||||||
Additions to long-lived assets | 218,566 | 113,263 | 34,506 | ||||||||
Total assets | 684,418 | 518,900 | 684,418 | 518,900 | |||||||
Intersegment Eliminations [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenues | (15,036) | (11,170) | (10,928) | ||||||||
Intersegment Eliminations [Member] | U.S. Gas [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenues | 15,036 | 11,170 | 10,928 | ||||||||
Corporate, Non-Segment [Member] | |||||||||||
Segment Reporting Information | |||||||||||
Revenues | 42,142 | 183,089 | 163,527 | ||||||||
Income (Loss) from Equity Method Investments and Issuance of Common Units by Equity Method Investee | 47 | (14) | 2,147 | ||||||||
Depreciation, Depletion and Amortization | (2,969) | (14,094) | (13,318) | ||||||||
Income Tax Expense (Benefit) | 11,711 | (11,613) | 7,601 | ||||||||
Segment profit | 9,726 | 33,236 | 39,534 | ||||||||
Additions to long-lived assets | 1,804 | 18,062 | $ 28,020 | ||||||||
Total assets | 119,668 | 271,806 | 119,668 | 271,806 | |||||||
Equity method investments | $ 18,966 | $ 18,919 | $ 18,966 | $ 18,919 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Components of operating assets and liabilities | |||
Increase (Decrease) in Restricted Cash | $ (33) | $ 1 | $ 1 |
Decrease (increase) in accounts receivable | 78,624 | (237,394) | (90,810) |
Decrease (increase) in receivable from affiliates | 685 | 23,764 | (19,541) |
Decrease (increase) in inventories | 52,166 | (17,862) | (30,686) |
Decrease (increase) in other current assets | (3,406) | 2,947 | 634 |
Increase (decrease) in other noncurrent assets | 1,636 | 14,307 | 297 |
Increase (decrease) in accounts payable and accrued liabilities | (78,829) | 209,982 | 94,687 |
Increase (decrease) in payable to affiliates | (3,198) | (19,537) | 21,475 |
Increase (decrease) in other noncurrent liabilities | 1,374 | 19,385 | 2,573 |
Total changes in operating assets and liabilities | $ 45,813 | $ (33,023) | $ (21,966) |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information (Details Textual) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Other Significant Noncash Transactions [Line Items] | ||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 141.2 | $ 82 | $ 71.3 | |
Income taxes (net of refunds received) | 16.8 | 7.2 | 0.7 | |
Capital Expenditures Incurred but Not yet Paid | 51.3 | 76.1 | 1.4 | |
Insurance prepayment financed [Member] | ||||
Other Significant Noncash Transactions [Line Items] | ||||
Liabilities Assumed | $ 8 | $ 6.2 | $ 4.7 | |
Rose Rock Midstream L P [Member] | ||||
Other Significant Noncash Transactions [Line Items] | ||||
Income Tax Effects Allocated Directly to Equity, Equity Transactions | $ (143.3) |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Data [Line Items] | |||||||||||
Revenues | $ 611,863 | $ 633,996 | $ 595,794 | $ 661,609 | $ 606,806 | $ 545,922 | $ 473,089 | $ 456,100 | $ 2,503,262 | $ 2,081,917 | $ 1,332,164 |
Loss (gain) on disposal or impairment | (1,438) | (383) | 1,824 | (3,566) | (30,468) | 41,625 | (234) | 2,410 | (3,563) | 13,333 | 16,048 |
Costs and expenses excluding gains and losses on disposal or impairment | 579,567 | 609,208 | 576,975 | 642,936 | 579,147 | 549,442 | 465,874 | 447,392 | 2,408,686 | 2,041,855 | |
Total expenses | 578,129 | 608,825 | 578,799 | 639,370 | 548,679 | 591,067 | 465,640 | 449,802 | 2,405,123 | 2,055,188 | 1,284,565 |
Earnings from equity method investments | 16,179 | 14,528 | 14,351 | 12,614 | 15,120 | 17,367 | 17,753 | 17,091 | 57,672 | 67,331 | 73,757 |
Operating income | 49,913 | 39,699 | 31,346 | 34,853 | 73,247 | (27,778) | 25,202 | 23,389 | 155,811 | 94,060 | 121,315 |
Interest and non-operating income (expense) | 40,410 | 33,935 | 37,685 | 44,805 | 39,487 | 28,574 | 11,966 | 33,571 | 156,835 | 113,598 | 96,784 |
Income (loss) from continuing operations before income taxes | 9,503 | 5,764 | (6,339) | (9,952) | 33,760 | (56,352) | 13,236 | (10,182) | (1,024) | (19,538) | 24,531 |
Income Tax Expense (Benefit) | 6,531 | (2,697) | (3,613) | 23,083 | 31,141 | (37,249) | 3,625 | 95 | 23,304 | (2,388) | 11,268 |
Net income (loss) | 2,972 | 8,461 | (2,726) | (33,035) | $ 2,619 | $ (19,103) | $ 9,611 | $ (10,277) | (24,328) | (17,150) | 13,262 |
Less: net income attributable to noncontrolling interests | 2,421 | 0 | 0 | 0 | 2,421 | 0 | 11,167 | ||||
Net income (loss) attributable to SemGroup | 551 | 8,461 | (2,726) | (33,035) | (26,749) | (17,150) | 2,095 | ||||
Preferred Stock Dividends, Income Statement Impact | 6,430 | 6,317 | 6,211 | 4,832 | 23,790 | 0 | 0 | ||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (5,879) | $ 2,144 | $ (8,937) | $ (37,867) | $ (50,539) | $ (17,150) | $ 2,095 | ||||
Earnings Per Share, Basic | $ (0.08) | $ 0.03 | $ (0.11) | $ (0.48) | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ (0.65) | $ (0.24) | $ 0.04 |
Earnings Per Share, Diluted | $ (0.08) | $ 0.03 | $ (0.11) | $ (0.48) | $ 0.03 | $ (0.25) | $ 0.15 | $ (0.16) | $ (0.65) | $ (0.24) | $ 0.04 |
Quarterly Financial Data Quarte
Quarterly Financial Data Quarterly Financial Data (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
U.S. Liquids [Member] | ||||
Goodwill, Impairment Loss | $ 26,628 | |||
Impairment of Intangible Assets, Finite-lived | 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 | |||
Sem Mexico [Member] | ||||
Gain (loss) on disposal | $ 1,600 | |||
Sem Mexico [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] | ||||
Gain (loss) on disposal | 400 | |||
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 | $ 1,100 | $ 150,266 |
Related Party Transactions (Det
Related Party Transactions (Details) - Equity Method Investee [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
NGL Energy [Member] | |||
Related Party Transaction | |||
Revenues from related party | $ 18,168 | $ 45,918 | $ 61,639 |
Purchases from related party | 681 | 29,695 | 57,739 |
White Cliffs Pipeline, LLC [Member] | |||
Related Party Transaction | |||
Purchases from related party | 6,201 | 11,870 | 4,758 |
White Cliffs Pipeline, LLC [Member] | Crude Oil Revenue [Member] | |||
Related Party Transaction | |||
Revenues from related party | 0 | 436 | 4,973 |
White Cliffs Pipeline, LLC [Member] | Storage Revenue [Member] | |||
Related Party Transaction | |||
Revenues from related party | 4,350 | 4,350 | 4,350 |
White Cliffs Pipeline, LLC [Member] | Transportation Fees [Member] | |||
Related Party Transaction | |||
Related Party Transaction, Expenses from Transactions with Related Party | 12,506 | 11,298 | 10,797 |
White Cliffs Pipeline, LLC [Member] | Management Fees [Member] | |||
Related Party Transaction | |||
Related Party Transaction, Expenses from Transactions with Related Party | $ 545 | $ 519 | $ 494 |
Related Party Transactions (D_2
Related Party Transactions (Details Textual) | Dec. 31, 2018 |
White Cliffs Pipeline, LLC [Member] | |
Related Party Transaction [Line Items] | |
Equity method investment, ownership percentage | 51.00% |
Condensed Consolidating Guara_3
Condensed Consolidating Guarantor Financial Statements Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Cash and cash equivalents | $ 86,655 | $ 93,699 | $ 74,216 | $ 58,096 |
Accounts Receivable, net | 562,214 | 653,484 | ||
Receivable from affiliates | 295 | 1,691 | ||
Current assets held for sale | 0 | 38,063 | ||
Inventories | 49,397 | 101,665 | ||
Other current assets | 17,264 | 14,297 | ||
Total current assets | 715,825 | 902,899 | ||
Property, plant and equipment | 3,457,326 | 3,315,131 | ||
Equity method investments | 274,009 | 285,281 | ||
Goodwill | 257,302 | 257,302 | 34,230 | 48,032 |
Other intangible assets (net of accumulated amortization of $90,014 and $56,409, respectively) | 365,038 | 398,643 | 150,978 | 162,223 |
Other Assets, Noncurrent | 140,807 | 132,600 | ||
Noncurrent assets held for sale | 0 | 84,961 | ||
Total assets | 5,210,307 | 5,376,817 | ||
Accounts payable | 494,792 | 587,898 | ||
Payable to affiliates | 3,715 | 6,971 | ||
Accrued liabilities | 115,095 | 131,407 | ||
Current liabilities held for sale | 0 | 23,847 | ||
Other Liabilities, Current | 23,555 | 16,438 | ||
Total current liabilities | 637,157 | 766,561 | ||
Long-term debt | 2,278,834 | 2,853,095 | ||
Deferred income taxes | 55,789 | 46,585 | ||
Other noncurrent liabilities | 38,548 | 38,495 | ||
Noncurrent liabilities held for sale | 0 | 13,716 | ||
Commitments and contingencies | ||||
Redeemable preferred stock, $0.01 par value, $367,360 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) | 359,658 | 0 | ||
Stockholders' Equity Attributable to Parent | 1,490,832 | 1,658,365 | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 349,489 | 0 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,840,321 | 1,658,365 | 1,445,965 | 1,196,356 |
Liabilities and Equity | 5,210,307 | 5,376,817 | ||
Reportable Legal Entities [Member] | Parent Company [Member] | ||||
Cash and cash equivalents | 40,064 | 32,457 | 19,002 | 4,559 |
Accounts Receivable, net | 83 | (9) | ||
Receivable from affiliates | 120 | 58 | ||
Current assets held for sale | 0 | |||
Inventories | 0 | 0 | ||
Other current assets | 6,682 | 6,671 | ||
Total current assets | 46,949 | 39,177 | ||
Property, plant and equipment | 6,732 | 8,086 | ||
Equity method investments | 3,267,581 | 3,085,274 | ||
Goodwill | 0 | 0 | ||
Other intangible assets (net of accumulated amortization of $90,014 and $56,409, respectively) | 5 | 10 | ||
Other Assets, Noncurrent | 41,981 | 45,587 | ||
Noncurrent assets held for sale | 0 | |||
Total assets | 3,363,248 | 3,178,134 | ||
Accounts payable | 38 | 646 | ||
Payable to affiliates | 1 | 10 | ||
Accrued liabilities | 33,239 | 38,747 | ||
Current liabilities held for sale | 0 | |||
Other Liabilities, Current | 5,723 | 1,922 | ||
Total current liabilities | 39,001 | 41,325 | ||
Long-term debt | 1,467,083 | 1,474,491 | ||
Deferred income taxes | 4,882 | 1,892 | ||
Other noncurrent liabilities | 1,792 | 2,061 | ||
Noncurrent liabilities held for sale | 0 | |||
Commitments and contingencies | ||||
Redeemable preferred stock, $0.01 par value, $367,360 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) | 359,658 | |||
Stockholders' Equity Attributable to Parent | 1,490,832 | |||
Stockholders' Equity Attributable to Noncontrolling Interest | 0 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,490,832 | 1,658,365 | ||
Liabilities and Equity | 3,363,248 | 3,178,134 | ||
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||||
Cash and cash equivalents | 0 | 0 | 0 | 9,058 |
Accounts Receivable, net | 461,980 | 562,967 | ||
Receivable from affiliates | 18 | 1,421 | ||
Current assets held for sale | 0 | |||
Inventories | 49,397 | 101,665 | ||
Other current assets | 6,711 | 4,493 | ||
Total current assets | 518,106 | 670,546 | ||
Property, plant and equipment | 992,974 | 1,002,982 | ||
Equity method investments | 1,553,360 | 2,110,299 | ||
Goodwill | 0 | 0 | ||
Other intangible assets (net of accumulated amortization of $90,014 and $56,409, respectively) | 119,583 | 127,783 | ||
Other Assets, Noncurrent | 4,788 | 3,097 | ||
Noncurrent assets held for sale | 0 | |||
Total assets | 3,188,811 | 3,914,707 | ||
Accounts payable | 444,984 | 533,651 | ||
Payable to affiliates | 3,714 | 6,961 | ||
Accrued liabilities | 18,424 | 26,092 | ||
Current liabilities held for sale | 0 | |||
Other Liabilities, Current | 3,409 | 5,532 | ||
Total current liabilities | 470,531 | 572,236 | ||
Long-term debt | 6,315 | 572,558 | ||
Deferred income taxes | 0 | 0 | ||
Other noncurrent liabilities | 0 | 0 | ||
Noncurrent liabilities held for sale | 0 | |||
Commitments and contingencies | ||||
Redeemable preferred stock, $0.01 par value, $367,360 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) | 0 | |||
Stockholders' Equity Attributable to Parent | 2,711,965 | |||
Stockholders' Equity Attributable to Noncontrolling Interest | 0 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,711,965 | 2,769,913 | ||
Liabilities and Equity | 3,188,811 | 3,914,707 | ||
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Cash and cash equivalents | 50,742 | 69,872 | 59,796 | 46,043 |
Accounts Receivable, net | 100,151 | 90,526 | ||
Receivable from affiliates | 157 | 212 | ||
Current assets held for sale | 38,063 | |||
Inventories | 0 | 0 | ||
Other current assets | 3,871 | 3,133 | ||
Total current assets | 154,921 | 201,806 | ||
Property, plant and equipment | 2,457,620 | 2,304,063 | ||
Equity method investments | 0 | 0 | ||
Goodwill | 257,302 | 257,302 | ||
Other intangible assets (net of accumulated amortization of $90,014 and $56,409, respectively) | 245,450 | 270,850 | ||
Other Assets, Noncurrent | 94,038 | 83,916 | ||
Noncurrent assets held for sale | 84,961 | |||
Total assets | 3,209,331 | 3,202,898 | ||
Accounts payable | 49,770 | 53,601 | ||
Payable to affiliates | 0 | 0 | ||
Accrued liabilities | 63,430 | 66,570 | ||
Current liabilities held for sale | 23,847 | |||
Other Liabilities, Current | 14,423 | 8,984 | ||
Total current liabilities | 127,623 | 153,002 | ||
Long-term debt | 811,751 | 829,236 | ||
Deferred income taxes | 50,907 | 44,693 | ||
Other noncurrent liabilities | 36,756 | 36,434 | ||
Noncurrent liabilities held for sale | 13,716 | |||
Commitments and contingencies | ||||
Redeemable preferred stock, $0.01 par value, $367,360 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) | 0 | |||
Stockholders' Equity Attributable to Parent | 1,832,805 | |||
Stockholders' Equity Attributable to Noncontrolling Interest | 349,489 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,182,294 | 2,125,817 | ||
Liabilities and Equity | 3,209,331 | 3,202,898 | ||
Consolidation, Eliminations [Member] | ||||
Cash and cash equivalents | (4,151) | (8,630) | $ (4,582) | $ (1,564) |
Accounts Receivable, net | 0 | 0 | ||
Receivable from affiliates | 0 | 0 | ||
Current assets held for sale | 0 | |||
Inventories | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Total current assets | (4,151) | (8,630) | ||
Property, plant and equipment | 0 | 0 | ||
Equity method investments | (4,546,932) | (4,910,292) | ||
Goodwill | 0 | 0 | ||
Other intangible assets (net of accumulated amortization of $90,014 and $56,409, respectively) | 0 | 0 | ||
Other Assets, Noncurrent | 0 | 0 | ||
Noncurrent assets held for sale | 0 | |||
Total assets | (4,551,083) | (4,918,922) | ||
Accounts payable | 0 | 0 | ||
Payable to affiliates | 0 | 0 | ||
Accrued liabilities | 2 | (2) | ||
Current liabilities held for sale | 0 | |||
Other Liabilities, Current | 0 | 0 | ||
Total current liabilities | 2 | (2) | ||
Long-term debt | (6,315) | (23,190) | ||
Deferred income taxes | 0 | 0 | ||
Other noncurrent liabilities | 0 | 0 | ||
Noncurrent liabilities held for sale | 0 | |||
Commitments and contingencies | ||||
Redeemable preferred stock, $0.01 par value, $367,360 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) | 0 | |||
Stockholders' Equity Attributable to Parent | (4,544,770) | |||
Stockholders' Equity Attributable to Noncontrolling Interest | 0 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (4,544,770) | (4,895,730) | ||
Liabilities and Equity | $ (4,551,083) | $ (4,918,922) |
Condensed Consolidating Guara_4
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Direct Financing Lease, Revenue | $ 17,549 | $ 5,843 | $ 0 | ||||||||
Revenues | $ 611,863 | $ 633,996 | $ 595,794 | $ 661,609 | $ 606,806 | $ 545,922 | $ 473,089 | $ 456,100 | 2,503,262 | 2,081,917 | 1,332,164 |
Costs of products sold, exclusive of depreciation and amortization shown below | 1,823,095 | 1,514,891 | 873,431 | ||||||||
Operating Costs and Expenses | 284,769 | 254,764 | 212,099 | ||||||||
General and Administrative Expense | 91,568 | 113,779 | 84,183 | ||||||||
Depreciation, Depletion and Amortization | 209,254 | 158,421 | 98,804 | ||||||||
Loss (gain) on disposal or impairment | (1,438) | (383) | 1,824 | (3,566) | (30,468) | 41,625 | (234) | 2,410 | (3,563) | 13,333 | 16,048 |
Costs and Expenses | 578,129 | 608,825 | 578,799 | 639,370 | 548,679 | 591,067 | 465,640 | 449,802 | 2,405,123 | 2,055,188 | 1,284,565 |
Earnings from equity method investments | 16,179 | 14,528 | 14,351 | 12,614 | 15,120 | 17,367 | 17,753 | 17,091 | 57,672 | 67,331 | 73,757 |
Loss on issuance of common units by equity method investee | 0 | 0 | (41) | ||||||||
Operating Income (Loss) | 49,913 | 39,699 | 31,346 | 34,853 | 73,247 | (27,778) | 25,202 | 23,389 | 155,811 | 94,060 | 121,315 |
Interest Expense | 149,714 | 103,009 | 62,650 | ||||||||
Loss on early extinguishment of debt | 0 | 19,930 | 0 | ||||||||
Foreign Currency Transaction Gain (Loss), before Tax | 9,501 | (4,709) | 4,759 | ||||||||
Loss on sale or impairment of non-operated equity method investment | 0 | 0 | 30,644 | ||||||||
Other Nonoperating Income (Expense) | (2,380) | (4,632) | (1,269) | ||||||||
Interest and non-operating income (expense) | 40,410 | 33,935 | 37,685 | 44,805 | 39,487 | 28,574 | 11,966 | 33,571 | 156,835 | 113,598 | 96,784 |
Income (loss) from continuing operations before income taxes | 9,503 | 5,764 | (6,339) | (9,952) | 33,760 | (56,352) | 13,236 | (10,182) | (1,024) | (19,538) | 24,531 |
Income tax expense (benefit) | 6,531 | (2,697) | (3,613) | 23,083 | 31,141 | (37,249) | 3,625 | 95 | 23,304 | (2,388) | 11,268 |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (24,328) | (17,150) | 13,263 | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | 0 | (1) | ||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 2,972 | 8,461 | (2,726) | (33,035) | $ 2,619 | $ (19,103) | $ 9,611 | $ (10,277) | (24,328) | (17,150) | 13,262 |
Less: net income attributable to noncontrolling interests | 2,421 | 0 | 0 | 0 | 2,421 | 0 | 11,167 | ||||
Net income (loss) attributable to SemGroup | 551 | 8,461 | (2,726) | (33,035) | (26,749) | (17,150) | 2,095 | ||||
Preferred Stock Dividends, Income Statement Impact | 6,430 | 6,317 | 6,211 | 4,832 | 23,790 | 0 | 0 | ||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (5,879) | $ 2,144 | $ (8,937) | $ (37,867) | (50,539) | (17,150) | 2,095 | ||||
Other Comprehensive Income (Loss), Net of Tax | 2,554 | 20,113 | (15,352) | ||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (21,774) | 2,963 | (2,090) | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 2,421 | 0 | 11,167 | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (24,195) | 2,963 | (13,257) | ||||||||
Reportable Legal Entities [Member] | Parent Company [Member] | |||||||||||
Direct Financing Lease, Revenue | 0 | 0 | |||||||||
Revenues | 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 | 23,580 | 42,422 | 22,349 | ||||||||
Depreciation, Depletion and Amortization | 2,890 | 2,294 | 1,647 | ||||||||
Loss (gain) on disposal or impairment | 133,053 | 0 | 0 | ||||||||
Costs and Expenses | 159,523 | 44,716 | 23,996 | ||||||||
Earnings from equity method investments | 219,181 | 68,964 | 56,815 | ||||||||
Loss on issuance of common units by equity method investee | (41) | ||||||||||
Operating Income (Loss) | 59,658 | 24,248 | 32,778 | ||||||||
Interest Expense | 68,389 | 40,053 | (4,002) | ||||||||
Loss on early extinguishment of debt | 19,930 | ||||||||||
Foreign Currency Transaction Gain (Loss), before Tax | 10,246 | (2,764) | 0 | ||||||||
Loss on sale or impairment of non-operated equity method investment | 30,644 | ||||||||||
Other Nonoperating Income (Expense) | (976) | (913) | (339) | ||||||||
Interest and non-operating income (expense) | 77,659 | 56,306 | 26,303 | ||||||||
Income (loss) from continuing operations before income taxes | (18,001) | (32,058) | 6,475 | ||||||||
Income tax expense (benefit) | 8,748 | (14,908) | 4,380 | ||||||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (17,150) | 2,095 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | ||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (26,749) | (17,150) | 2,095 | ||||||||
Less: net income attributable to noncontrolling interests | 0 | ||||||||||
Net income (loss) attributable to SemGroup | (26,749) | 2,095 | |||||||||
Net Income (Loss) Available to Common Stockholders, Basic | (50,539) | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | (9,420) | (11,987) | 7,360 | ||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (36,169) | (29,137) | 9,455 | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | 0 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (36,169) | 9,455 | |||||||||
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | |||||||||||
Direct Financing Lease, Revenue | 0 | 0 | |||||||||
Revenues | 2,016,375 | 1,617,951 | 1,035,421 | ||||||||
Costs of products sold, exclusive of depreciation and amortization shown below | 1,796,716 | 1,383,868 | 761,971 | ||||||||
Operating Costs and Expenses | 110,795 | 112,863 | 115,431 | ||||||||
General and Administrative Expense | 24,742 | 24,492 | 31,196 | ||||||||
Depreciation, Depletion and Amortization | 76,788 | 70,053 | 68,669 | ||||||||
Loss (gain) on disposal or impairment | (154,302) | 70,681 | 16,115 | ||||||||
Costs and Expenses | 1,854,739 | 1,661,957 | 993,382 | ||||||||
Earnings from equity method investments | 73,010 | (21,499) | 81,366 | ||||||||
Loss on issuance of common units by equity method investee | 0 | ||||||||||
Operating Income (Loss) | 234,646 | (65,505) | 123,405 | ||||||||
Interest Expense | 56,217 | 55,119 | 72,277 | ||||||||
Loss on early extinguishment of debt | 0 | ||||||||||
Foreign Currency Transaction Gain (Loss), before Tax | 147 | 0 | 0 | ||||||||
Loss on sale or impairment of non-operated equity method investment | 0 | ||||||||||
Other Nonoperating Income (Expense) | (138) | (33) | 63 | ||||||||
Interest and non-operating income (expense) | 56,226 | 55,086 | 72,340 | ||||||||
Income (loss) from continuing operations before income taxes | 178,420 | (120,591) | 51,065 | ||||||||
Income tax expense (benefit) | 0 | 0 | 0 | ||||||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (120,591) | 51,065 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | ||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 178,420 | (120,591) | 51,065 | ||||||||
Less: net income attributable to noncontrolling interests | 0 | 11,167 | |||||||||
Net income (loss) attributable to SemGroup | 178,420 | 39,898 | |||||||||
Preferred Stock Dividends, Income Statement Impact | 0 | ||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | 178,420 | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | 387 | (573) | 1,223 | ||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 178,807 | (121,164) | 52,288 | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | 11,167 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 178,807 | 41,121 | |||||||||
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | |||||||||||
Direct Financing Lease, Revenue | 17,549 | 5,843 | |||||||||
Revenues | 486,887 | 463,966 | 296,743 | ||||||||
Costs of products sold, exclusive of depreciation and amortization shown below | 26,379 | 131,023 | 111,460 | ||||||||
Operating Costs and Expenses | 173,974 | 141,901 | 96,668 | ||||||||
General and Administrative Expense | 43,246 | 46,865 | 30,638 | ||||||||
Depreciation, Depletion and Amortization | 129,576 | 86,074 | 28,488 | ||||||||
Loss (gain) on disposal or impairment | 17,686 | (57,348) | (67) | ||||||||
Costs and Expenses | 390,861 | 348,515 | 267,187 | ||||||||
Earnings from equity method investments | 0 | 7,494 | 0 | ||||||||
Loss on issuance of common units by equity method investee | 0 | ||||||||||
Operating Income (Loss) | 96,026 | 122,945 | 29,556 | ||||||||
Interest Expense | 25,348 | 8,691 | (4,819) | ||||||||
Loss on early extinguishment of debt | 0 | ||||||||||
Foreign Currency Transaction Gain (Loss), before Tax | (892) | (1,945) | 4,759 | ||||||||
Loss on sale or impairment of non-operated equity method investment | 0 | ||||||||||
Other Nonoperating Income (Expense) | (1,506) | (4,540) | (1,799) | ||||||||
Interest and non-operating income (expense) | 22,950 | 2,206 | (1,859) | ||||||||
Income (loss) from continuing operations before income taxes | 73,076 | 120,739 | 31,415 | ||||||||
Income tax expense (benefit) | 14,556 | 12,520 | 6,888 | ||||||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 108,219 | 24,527 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (1) | ||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 58,520 | 108,219 | 24,526 | ||||||||
Net income (loss) attributable to SemGroup | 56,099 | 24,526 | |||||||||
Preferred Stock Dividends, Income Statement Impact | 0 | ||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | 56,099 | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | 11,587 | 32,673 | (23,935) | ||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | 70,107 | 140,892 | 591 | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 2,421 | 0 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | 67,686 | 591 | |||||||||
Consolidation, Eliminations [Member] | |||||||||||
Direct Financing Lease, Revenue | 0 | 0 | |||||||||
Revenues | 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, Depletion and Amortization | 0 | 0 | 0 | ||||||||
Loss (gain) on disposal or impairment | 0 | 0 | 0 | ||||||||
Costs and Expenses | 0 | 0 | 0 | ||||||||
Earnings from equity method investments | (234,519) | 12,372 | (64,424) | ||||||||
Loss on issuance of common units by equity method investee | 0 | ||||||||||
Operating Income (Loss) | (234,519) | 12,372 | (64,424) | ||||||||
Interest Expense | (240) | (854) | (806) | ||||||||
Loss on early extinguishment of debt | 0 | ||||||||||
Foreign Currency Transaction Gain (Loss), before Tax | 0 | 0 | 0 | ||||||||
Loss on sale or impairment of non-operated equity method investment | 0 | ||||||||||
Other Nonoperating Income (Expense) | 240 | 854 | 806 | ||||||||
Interest and non-operating income (expense) | 0 | 0 | 0 | ||||||||
Income (loss) from continuing operations before income taxes | (234,519) | 12,372 | (64,424) | ||||||||
Income tax expense (benefit) | 0 | 0 | 0 | ||||||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 12,372 | (64,424) | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | 0 | ||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (234,519) | 12,372 | (64,424) | ||||||||
Less: net income attributable to noncontrolling interests | 0 | ||||||||||
Net income (loss) attributable to SemGroup | (234,519) | (64,424) | |||||||||
Preferred Stock Dividends, Income Statement Impact | 0 | ||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | (234,519) | ||||||||||
Other Comprehensive Income (Loss), Net of Tax | 0 | 0 | 0 | ||||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | (234,519) | 12,372 | (64,424) | ||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 0 | 0 | |||||||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (234,519) | (64,424) | |||||||||
Service [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 518,764 | 391,266 | 265,030 | ||||||||
Service [Member] | Reportable Legal Entities [Member] | Parent Company [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | ||||||||
Service [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 140,275 | 149,197 | 162,460 | ||||||||
Service [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 378,489 | 242,069 | 102,570 | ||||||||
Service [Member] | Consolidation, Eliminations [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | ||||||||
Other revenue [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 59,513 | 62,890 | 57,725 | ||||||||
Other revenue [Member] | Reportable Legal Entities [Member] | Parent Company [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | ||||||||
Other revenue [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | ||||||||
Other revenue [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 59,513 | 62,890 | 57,725 | ||||||||
Other revenue [Member] | Consolidation, Eliminations [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | ||||||||
Product [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,907,436 | 1,621,918 | 1,009,409 | ||||||||
Product [Member] | Reportable Legal Entities [Member] | Parent Company [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | 0 | ||||||||
Product [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,876,100 | 1,468,754 | 872,961 | ||||||||
Product [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 31,336 | 153,164 | 136,448 | ||||||||
Product [Member] | Consolidation, Eliminations [Member] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 0 | $ 0 | $ 0 |
Condensed Consolidating Guara_5
Condensed Consolidating Guarantor Financial Statements Condensed Consolidating Guarantor Financial Statements Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net Cash Provided by (Used in) Operating Activities | $ 269,704 | $ 140,476 | $ 169,974 | |
Payments to Acquire Property, Plant, and Equipment | 390,734 | 462,713 | 312,456 | |
Proceeds from sale of equity method investment and other long-lived assets | 1,958 | 314,821 | 151 | |
Payments to Acquire Equity Method Investments | 7,781 | 26,444 | 4,188 | |
Proceeds from Sale of Equity Method Investments | 0 | 0 | 60,483 | |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (294,239) | 0 | |
Proceeds from Divestiture of Businesses, Net of Cash Divested | 147,787 | 0 | 0 | |
Distributions from equity method investments in excess of equity in earnings | 19,100 | 28,774 | 27,726 | |
Net Cash Provided by (Used in) Investing Activities | (229,670) | (439,801) | (228,284) | |
Payments of Debt Issuance Costs | 4,720 | 11,116 | 7,728 | |
Borrowings on credit facilities and issuance of senior unsecured notes | 1,258,500 | 1,525,377 | 382,500 | |
Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities | 1,839,894 | 1,052,428 | 396,890 | |
Proceeds from Noncontrolling Interests | 350,000 | 0 | 0 | |
Payment for Debt Extinguishment or Debt Prepayment Cost | 0 | (16,293) | 0 | |
Proceeds from issuance of common shares, net of offering costs | 0 | 0 | 223,025 | |
Payments for Repurchase of Common Stock | 1,473 | 965 | ||
Payments of Ordinary Dividends, Noncontrolling Interest | (2,932) | 0 | (32,133) | |
Proceeds from Issuance of Preferred Stock and Preference Stock | 342,299 | 0 | 0 | |
Payments Related to Tax Withholding for Share-based Compensation | 705 | 1,473 | 965 | |
Payments of Ordinary Dividends, Common Stock | 148,482 | 129,925 | 92,910 | |
Proceeds from issuance of common stock under employee stock purchase plan | 930 | 1,114 | 1,010 | |
Intercompany payments and receipts | 0 | 0 | 0 | |
Net Cash Provided by (Used in) Financing Activities | (45,004) | 315,256 | 75,909 | |
Effect of Exchange Rate on Cash and Cash Equivalents | (2,074) | 3,552 | (1,479) | |
Cash and Cash Equivalents, Period Increase (Decrease) | (7,044) | 19,483 | 16,120 | |
Cash and Cash Equivalents, at Carrying Value | 86,655 | 93,699 | 74,216 | $ 58,096 |
Reportable Legal Entities [Member] | Parent Company [Member] | ||||
Net Cash Provided by (Used in) Operating Activities | (90,572) | (46,556) | 84,460 | |
Payments to Acquire Property, Plant, and Equipment | 1,529 | 4,554 | 2,928 | |
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 Sale of Equity Method Investments | 60,483 | |||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | |||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 156,499 | |||
Distributions from equity method investments in excess of equity in earnings | 0 | 0 | 0 | |
Net Cash Provided by (Used in) Investing Activities | 154,970 | (4,554) | 57,555 | |
Payments of Debt Issuance Costs | 475 | 11,116 | 7,728 | |
Borrowings on credit facilities and issuance of senior unsecured notes | 660,000 | 1,470,377 | 382,500 | |
Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities | 678,865 | 1,049,652 | 396,859 | |
Proceeds from Noncontrolling Interests | 350,000 | |||
Payment for Debt Extinguishment or Debt Prepayment Cost | (16,293) | |||
Proceeds from issuance of common shares, net of offering costs | 223,025 | |||
Payments for Repurchase of Common Stock | 1,473 | 965 | ||
Payments of Ordinary Dividends, Noncontrolling Interest | (2,932) | 0 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | 342,299 | |||
Payments Related to Tax Withholding for Share-based Compensation | 705 | |||
Payments of Ordinary Dividends, Common Stock | 148,482 | 129,925 | 92,910 | |
Proceeds from issuance of common stock under employee stock purchase plan | 930 | 1,114 | 1,010 | |
Intercompany payments and receipts | (578,561) | (198,467) | (235,645) | |
Net Cash Provided by (Used in) Financing Activities | (56,791) | 64,565 | (127,572) | |
Effect of Exchange Rate on Cash and Cash Equivalents | 0 | 0 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 7,607 | 13,455 | 14,443 | |
Cash and Cash Equivalents, at Carrying Value | 40,064 | 32,457 | 19,002 | 4,559 |
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member] | ||||
Net Cash Provided by (Used in) Operating Activities | 144,902 | 93,107 | 79,054 | |
Payments to Acquire Property, Plant, and Equipment | 65,798 | 135,999 | 56,102 | |
Proceeds from sale of equity method investment and other long-lived assets | 664 | 15,565 | 53 | |
Payments to Acquire Equity Method Investments | 7,781 | 2,888 | 4,188 | |
Proceeds from Sale of Equity Method Investments | 0 | |||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | |||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 6,753 | |||
Distributions from equity method investments in excess of equity in earnings | 19,100 | 18,261 | 27,726 | |
Net Cash Provided by (Used in) Investing Activities | (47,062) | (105,061) | (32,511) | |
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 | 565,904 | 26 | 31 | |
Proceeds from Noncontrolling Interests | 0 | |||
Payment for Debt Extinguishment or Debt Prepayment Cost | 0 | |||
Proceeds from issuance of common shares, net of offering costs | 0 | |||
Payments for Repurchase of Common Stock | 0 | 0 | ||
Payments of Ordinary Dividends, Noncontrolling Interest | 0 | (32,133) | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | 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 | 468,079 | 11,980 | (23,437) | |
Net Cash Provided by (Used in) Financing Activities | (97,825) | 11,954 | (55,601) | |
Effect of Exchange Rate on Cash and Cash Equivalents | (15) | 0 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 0 | 0 | (9,058) | |
Cash and Cash Equivalents, at Carrying Value | 0 | 0 | 0 | 9,058 |
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member] | ||||
Net Cash Provided by (Used in) Operating Activities | 215,374 | 93,925 | 65,282 | |
Payments to Acquire Property, Plant, and Equipment | 323,407 | 322,160 | 253,426 | |
Proceeds from sale of equity method investment and other long-lived assets | 1,294 | 299,256 | 98 | |
Payments to Acquire Equity Method Investments | 0 | 23,556 | 0 | |
Proceeds from Sale of Equity Method Investments | 0 | |||
Payments to Acquire Businesses, Net of Cash Acquired | (294,239) | |||
Proceeds from Divestiture of Businesses, Net of Cash Divested | (15,465) | |||
Distributions from equity method investments in excess of equity in earnings | 0 | 10,513 | 0 | |
Net Cash Provided by (Used in) Investing Activities | (337,578) | (330,186) | (253,328) | |
Payments of Debt Issuance Costs | 4,245 | 0 | 0 | |
Borrowings on credit facilities and issuance of senior unsecured notes | 598,500 | 55,000 | 0 | |
Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities | 595,125 | 2,750 | 0 | |
Proceeds from Noncontrolling Interests | 0 | |||
Payment for Debt Extinguishment or Debt Prepayment Cost | 0 | |||
Proceeds from issuance of common shares, net of offering costs | 0 | |||
Payments for Repurchase of Common Stock | 0 | 0 | ||
Payments of Ordinary Dividends, Noncontrolling Interest | 0 | 0 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | 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 | 106,003 | 190,535 | 203,278 | |
Net Cash Provided by (Used in) Financing Activities | 105,133 | 242,785 | 203,278 | |
Effect of Exchange Rate on Cash and Cash Equivalents | (2,059) | 3,552 | (1,479) | |
Cash and Cash Equivalents, Period Increase (Decrease) | (19,130) | 10,076 | 13,753 | |
Cash and Cash Equivalents, at Carrying Value | 50,742 | 69,872 | 59,796 | 46,043 |
Consolidation, Eliminations [Member] | ||||
Net Cash Provided by (Used in) Operating Activities | 0 | 0 | (58,822) | |
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 Sale of Equity Method Investments | 0 | |||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | |||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 0 | |||
Distributions from equity method investments in excess of equity in earnings | 0 | 0 | 0 | |
Net Cash Provided by (Used in) Investing Activities | 0 | 0 | 0 | |
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 | |
Proceeds from Noncontrolling Interests | 0 | |||
Payment for Debt Extinguishment or Debt Prepayment Cost | 0 | |||
Proceeds from issuance of common shares, net of offering costs | 0 | |||
Payments for Repurchase of Common Stock | 0 | 0 | ||
Payments of Ordinary Dividends, Noncontrolling Interest | 0 | 0 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | 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 | 4,479 | (4,048) | 55,804 | |
Net Cash Provided by (Used in) Financing Activities | 4,479 | (4,048) | 55,804 | |
Effect of Exchange Rate on Cash and Cash Equivalents | 0 | 0 | 0 | |
Cash and Cash Equivalents, Period Increase (Decrease) | 4,479 | (4,048) | (3,018) | |
Cash and Cash Equivalents, at Carrying Value | $ (4,151) | $ (8,630) | $ (4,582) | $ (1,564) |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions, $ in Millions | Feb. 25, 2019USD ($)shares | Feb. 25, 2019CAD ($) | Jan. 19, 2018shares | Feb. 25, 2019CAD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017shares |
Preferred Stock, Shares Issued | shares | 350,000 | 350,000 | 0 | |||
Preferred Stock, Dividend Rate, Percentage | 7.00% | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | |||||
Subsequent Event [Member] | SemCAMS Midstream [Member] | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | 49.00% | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 51.00% | 51.00% | ||||
Subsequent Event [Member] | Meritage ULC [Member] | ||||||
Payments to Acquire Businesses, Gross | $ 489.5 | $ 646.5 | ||||
Reimbursement of Estimated Capital Expenditures | $ 115.5 | $ 152.3 | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | ||||
Subsequent Event [Member] | SemCAMS Midstream [Member] | ||||||
Business combination, contribution to joint venture by noncontrolling interest owner | $ 595.7 | $ 785.6 | ||||
Contribution to joint venture, potential contingent consideration payable, noncontrolling interest | $ 11.1 | $ 14.7 | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | 51.00% | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 49.00% | 49.00% | ||||
Semcams [Member] | Subsequent Event [Member] | ||||||
Equity contributed to joint venture | 100.00% | 100.00% | ||||
Proceeds from Divestiture of Businesses | $ 489.6 | 645.6 | ||||
Contribution to joint venture, potential contingent consideration | 11.1 | 14.7 | ||||
Contribution to joint venture, contingent consideration, potential special share dividends | $ 37.9 | $ 50 | ||||
Noncontrolling Interest [Member] | Subsequent Event [Member] | SemCAMS Midstream [Member] | ||||||
Preferred share conversion, percentage of IPO price | 92.50% | 92.50% | ||||
Preferred Stock, Shares Issued | shares | 300,000 | 300,000 | ||||
Preferred Stock, Value, Issued | $ 227.5 | $ 300 | ||||
Preferred Stock, Dividend Rate, Percentage | 8.75% | 8.75% | ||||
Transaction fee paid to noncontrolling interest | $ 4.5 | 6 | ||||
SemCAMS Midstream [Member] | Subsequent Event [Member] | ||||||
Limit on potential increase in facility | 250 | |||||
Revolving Credit Facility [Member] | ||||||
Maximum borrowing capacity | $ 1,000 | |||||
Revolving Credit Facility [Member] | SemCAMS Midstream [Member] | Subsequent Event [Member] | ||||||
Maximum borrowing capacity | 450 | |||||
Term Loan B [Member] | SemCAMS Midstream [Member] | Subsequent Event [Member] | ||||||
Long-term Debt, Gross | $ 350 |