SEMGROUP CORP, 10-Q filed on 8/9/2018
Quarterly Report
v3.10.0.1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2018
Jul. 31, 2018
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2018  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2018  
Entity Registrant Name SemGroup Corp  
Entity Central Index Key 0001489136  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Common Class A [Member]    
Entity Common Stock, Shares Outstanding   79,038,619
Class B    
Entity Common Stock, Shares Outstanding   0
v3.10.0.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Current assets:    
Cash and cash equivalents $ 55,324 $ 93,699
Accounts receivable (net of allowance of $1,680 and $2,628, respectively) 544,457 653,484
Receivable from affiliates 1,072 1,691
Inventories 66,711 101,665
Current assets held for sale 0 38,063
Other current assets 28,300 14,297
Total current assets 695,864 902,899
Property, plant and equipment (net of accumulated depreciation of $524,495 and $444,842, respectively) 3,415,505 3,315,131
Equity method investments 276,120 285,281
Goodwill 257,302 257,302
Other intangible assets (net of accumulated amortization of $73,212 and $56,409, respectively) 381,840 398,643
Other noncurrent assets 145,044 132,600
Noncurrent assets held for sale 0 84,961
Total assets 5,171,675 5,376,817
Current liabilities:    
Accounts payable 469,546 587,898
Payable to affiliates 825 6,971
Accrued liabilities 115,701 131,407
Deferred revenue 9,082 7,518
Current liabilities held for sale 0 23,847
Other current liabilities 13,042 3,395
Long-term debt, net 6,000 5,525
Total current liabilities 614,196 766,561
Long-term debt, net 2,534,894 2,853,095
Deferred income taxes 55,070 46,585
Other noncurrent liabilities 35,867 38,495
Noncurrent liabilities held for sale 0 13,716
Commitments and contingencies (Note 7)
Preferred stock, $0.01 par value, $354,832 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) 347,130 0
SemGroup owners’ equity:    
Common stock, $0.01 par value (authorized - 190,000 and 100,000 shares; issued - 79,117 and 79,708 shares, respectively) 785 786
Additional paid-in capital 1,696,865 1,770,117
Treasury stock, at cost (88 and 1,024 shares, respectively) (699) (8,031)
Accumulated deficit (82,983) (50,706)
Accumulated other comprehensive loss (29,450) (53,801)
Total owners’ equity 1,584,518 1,658,365
Total liabilities, preferred stock and owners’ equity $ 5,171,675 $ 5,376,817
v3.10.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Allowance for Doubtful Accounts Receivable, Current $ 1,680 $ 2,628
Accumulated depreciation 524,495 444,842
Accumulated amortization $ 73,212 $ 56,409
Preferred Stock, Par or Stated Value Per Share $ 0.01 $ 0
Preferred Stock, Liquidation Preference, Value $ 354,832 $ 0
Preferred Stock, Shares Authorized 4,000,000 0
Preferred Stock, Shares Issued 350,000 0
Common stock, $0.01 par value $ 0.01 $ 0.01
Common stock shares authorized 190,000,000 100,000,000
Common stock shares issued 79,117,000 79,708,000
Treasury Stock, Common, Shares 88,000 1,024,000
v3.10.0.1
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Revenues:        
Direct Financing Lease, Revenue $ 4,251 $ 0 $ 8,580 $ 0
Total Revenues 595,794 473,089 1,257,403 929,189
Expenses:        
Cost of Goods and Services Sold 412,089 340,107 908,221 689,105
Operating 90,245 73,346 160,036 125,429
General and administrative 22,886 26,819 49,363 48,531
Depreciation and amortization 51,755 25,602 102,291 50,201
Loss (gain) on disposal or impairment, net 1,824 (234) (1,742) 2,176
Total expenses 578,799 465,640 1,218,169 915,442
Earnings from equity method investments 14,351 17,753 26,965 34,844
Operating income 31,346 25,202 66,199 48,591
Other expenses (income), net:        
Interest expense 35,904 13,477 78,365 27,344
Loss on early extinguishment of debt 0 8 0 19,930
Foreign currency transaction loss (gain) 2,314 (1,011) 5,608 (1,011)
Other income, net (533) (508) (1,483) (726)
Total other expenses, net 37,685 11,966 82,490 45,537
Income (loss) before income taxes (6,339) 13,236 (16,291) 3,054
Income tax expense (benefit) (3,613) 3,625 19,470 3,720
Net income (loss) (2,726) 9,611 (35,761) (666)
Less: cumulative preferred stock dividends 6,211 0 11,043 0
Net income (loss) attributable to common shareholders (8,937) 9,611 (46,804) (666)
Other comprehensive income, net of income tax 6,180 8,952 24,351 14,985
Comprehensive income (loss) $ 3,454 $ 18,563 $ (11,410) $ 14,319
Net income (loss) per common share (Note 12):        
Basic $ (0.11) $ 0.15 $ (0.60) $ (0.01)
Diluted $ (0.11) $ 0.15 $ (0.60) $ (0.01)
Product [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax $ 423,290 $ 368,006 $ 934,058 $ 741,367
Service [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 148,964 88,487 280,859 156,680
Other revenue [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax $ 19,289 $ 16,596 $ 33,906 $ 31,142
v3.10.0.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Cash flows from operating activities:    
Net loss $ (35,761) $ (666)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 102,291 50,201
Loss (gain) on disposal or impairment of long-lived assets, net (1,742) 2,176
Earnings from equity method investments (26,965) (34,844)
Distributions from equity method investments 26,943 34,234
Amortization of debt issuance costs and discount 3,611 2,888
Loss on early extinguishment of debt 0 19,930
Deferred tax expense 5,618 472
Non-cash equity compensation 5,594 5,560
Provision for uncollectible accounts receivable, net of recoveries (250) 300
Foreign currency transaction loss (gain) 5,608 (1,011)
Inventory valuation adjustment 0 455
Changes in operating assets and liabilities (Note 13) 11,499 12,599
Net cash provided by operating activities 96,446 92,294
Capital expenditures (234,294) (211,098)
Proceeds from sale of long-lived assets 154 16,163
Contributions to equity method investments (2,453) (9,627)
Proceeds from business divestitures 146,735 0
Distributions in excess of equity in earnings of affiliates 11,636 13,410
Net cash used in investing activities (78,222) (191,152)
Debt issuance costs (4,469) (6,019)
Borrowings on credit facilities and issuance of senior notes, net of discount 997,500 550,018
Principal payments on credit facilities and other obligations (1,315,798) (388,730)
Debt extinguishment costs 0 (16,293)
Proceeds from preferred stock issuance, net of offering costs 342,299 0
Repurchase of common stock for payment of statutory taxes due on equity-based compensation (699) (1,266)
Dividends paid (74,423) (59,493)
Proceeds from issuance of common stock under employee stock purchase plan 245 542
Net cash provided by (used in) financing activities (55,345) 78,759
Effect of exchange rate changes on cash and cash equivalents (1,254) 2,418
Change in cash and cash equivalents (38,375) (17,681)
Cash and cash equivalents at beginning of period 93,699 74,216
Cash and cash equivalents at end of period $ 55,324 $ 56,535
v3.10.0.1
Overview
6 Months Ended
Jun. 30, 2018
Overview [Abstract]  
OVERVIEW
OVERVIEW
SemGroup Corporation is a Delaware corporation headquartered in Tulsa, Oklahoma. The terms “we,” “our,” “us,” “SemGroup,” “the Company” and similar language used in these notes to the unaudited condensed consolidated financial statements refer to SemGroup Corporation and its subsidiaries.
Basis of presentation
The accompanying condensed consolidated balance sheet at December 31, 2017, which is derived from audited financial statements, and the unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements include all normal and recurring adjustments that, in the opinion of management, are necessary to present fairly the financial position of the Company and the results of its operations and its cash flows.
Our condensed consolidated financial statements include the accounts of our controlled subsidiaries. All significant transactions between our consolidated subsidiaries have been eliminated.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Although management believes these estimates are reasonable, actual results could differ materially from these estimates. The results of operations for the three months and six months ended June 30, 2018, are not necessarily indicative of the results to be expected for the full year ending December 31, 2018.
Pursuant to the rules and regulations of the SEC, the accompanying condensed consolidated financial statements do not include all of the information and notes normally included with financial statements prepared in accordance with U.S. GAAP. Certain reclassifications have been made to conform previously reported balances to the current presentation. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2017, which are included in our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC.
Our significant accounting policies are consistent with those described in our Annual Report on Form 10-K for the year ended December 31, 2017.
Recently adopted accounting pronouncements
In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting”, to provide clarity and reduce diversity in practice in determining which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting under Accounting Standards Codification Topic 718. We adopted this guidance in the first quarter of 2018. The impact was not material.
In March 2017, the FASB issued ASU 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost”, which requires that an employer disaggregate the service cost component from other components of net benefit cost. This ASU also provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization. We adopted this guidance retrospectively in the first quarter of 2018. For the three months and six months ended June 30, 2017, we reclassified $0.1 million and $0.1 million, respectively, of non-service pension costs from “general and administrative expense” to “other expense (income)”.
In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory”, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. We adopted this guidance in the first quarter of 2018. The impact was not material.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)”, to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update addresses eight different transaction types and clarifies how to classify each in the statement of cash flows, where previously there was unclear or no specific guidance. We adopted this guidance in the first quarter of 2018. The impact was not material.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, as amended, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than were required under previous U.S. GAAP.
On January 1, 2018, we adopted the guidance of ASU 2014-09, codified as Accounting Standards Codification 606 - Revenue from Contracts with Customers (“ASC 606”), using a modified retrospective approach. Upon adoption, a reduction to accumulated deficit of $11.5 million was recorded to reflect the impact of adoption related to uncompleted contracts at the date of adoption. The impacts of adoption to the current period results are as follows (in thousands):
 
June 30, 2018
 
Under ASC 606
 
Under ASC 605
 
Increase/(Decrease)
Accounts receivable, net
$
544,457

 
$
542,717

 
$
1,740

Other noncurrent assets
$
145,044

 
$
126,180

 
$
18,864

Other current liabilities
$
13,042

 
$
12,699

 
$
343

Deferred income taxes
$
55,070

 
$
49,385

 
$
5,685

Accumulated deficit
$
(82,983
)
 
$
(97,559
)
 
$
14,576


 
Three Months Ended June 30, 2018
 
Under ASC 606
 
Under ASC 605
 
Increase/(Decrease)
Revenue
$
595,794

 
$
590,082

 
$
5,712

Cost of sales
$
412,089

 
$
407,717

 
$
4,372

General and administrative expense
$
22,886

 
$
22,786

 
$
100

Income tax expense (benefit)
$
(3,613
)
 
$
(3,664
)
 
$
51

Net loss
$
(2,726
)
 
$
(3,915
)
 
$
1,189

Net loss attributable to common shareholders
$
(8,937
)
 
$
(10,126
)
 
$
1,189

Net loss per common share:
 
 
 
 
 
Basic
$
(0.11
)
 
$
(0.13
)
 
$
0.02

Diluted
$
(0.11
)
 
$
(0.13
)
 
$
0.02

 
Six Months Ended June 30, 2018
 
Under ASC 606
 
Under ASC 605
 
Increase/(Decrease)
Revenue
$
1,257,403

 
$
1,245,805

 
$
11,598

Cost of sales
$
908,221

 
$
900,308

 
$
7,913

General and administrative expense
$
49,363

 
$
49,163

 
$
200

Income tax expense (benefit)
$
19,470

 
$
19,047

 
$
423

Net loss
$
(35,761
)
 
$
(38,823
)
 
$
3,062

Net loss attributable to common shareholders
$
(46,804
)
 
$
(49,866
)
 
$
3,062

Net loss per common share:
 
 
 
 
 
Basic
$
(0.60
)
 
$
(0.64
)
 
$
0.04

Diluted
$
(0.60
)
 
$
(0.64
)
 
$
0.04




Changes to revenue primarily relate to the timing of recognition of deficiencies on take-or-pay agreements for which there is a contractual make-up period and a change to reporting certain gas gathering and processing fees as revenue rather than a reduction of cost of sales. Under ASC 605 - Revenue (“ASC 605”), revenue related to deficiencies with a make-up period was deferred until the contractual right to make-up a deficiency expired. Under ASC 606, we recognize all or a portion of revenue related to deficiencies before the make-up period expires if we determine that it is probable that the customer will not make-up all or some of its deficient volumes, for example if there is insufficient capacity to make up the deficient volumes. This may lead to earlier recognition of deficiency revenues under ASC 606 as compared with ASC 605.
Changes to cost of sales are due to how certain gathering and processing fees related to percentage of proceeds contracts are treated as revenues rather than reductions to purchase price of commodities (cost of sales).
Changes to accounts receivable, net and noncurrent receivables (included in other noncurrent assets on the condensed consolidated balance sheets) primarily relate to the timing of recognizing take-or-pay deficiencies with make-up rights as discussed above. Noncurrent receivables related to contracts for which we do not have the right to bill the customer for deficiencies until the contract expiration date.
Changes to other noncurrent assets include success fee payments to third parties for certain contracts which were expensed as incurred under ASC 605, but which have been recognized as assets under ASC 606 and are amortized to general and administrative expense in the consolidated statement of operations and comprehensive income (loss).
Changes to deferred income taxes primarily relate to the deferred tax impact of adoption entries.
Changes to retained earnings are due to the impact of adoption at January 1, 2018, as described above, and cumulative differences in net income through June 30, 2018.
See Note 10 for additional information.
Recent accounting pronouncements not yet adopted
In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. For public entities, this ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those years and early adoption is permitted in the year prior to the effective date. We will adopt this guidance in the first quarter of 2019. The amendments in this update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The impact is not expected to be material.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which introduces new guidance for estimating credit losses on certain types of financial instruments based on expected losses and the timing of the recognition of such losses. For public entities, this ASU is effective for annual periods beginning after December 15, 2019, and interim periods within those years and early adoption is permitted in the year prior to the effective date. We will adopt this guidance in the first quarter of 2020. The impact is not expected to be material.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, 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. The new guidance will be applied using a modified retrospective approach and early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements, but are not yet able to quantify the impact. We continue to monitor FASB activity related to this ASU and have engaged with various peer groups to assess certain interpretive issues related to this ASU. We will adopt this guidance in the first quarter of 2019.
v3.10.0.1
Disposal of long-lived assets
6 Months Ended
Jun. 30, 2018
Disposal of long-lived assets [Line Items]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
DISPOSALS OR IMPAIRMENTS OF LONG-LIVED ASSETS

On March 15, 2018, we completed the sale of our Mexican asphalt business for $70.7 million, including the impact of a $2.8 million post-closing adjustment paid to the buyer in June of 2018. We recorded a pre-tax gain on disposal of $1.6 million for the six months ended June 30, 2018. The Mexican asphalt business was held for sale and carried at net realizable value at December 31, 2017. The Mexican asphalt business contributed $2.3 million of pre-tax income for the six months ended June 30, 2018, excluding the gain on disposal.
On April 12, 2018, we completed the sale of our U.K. operations, SemLogistics, for $73.1 million in cash, including an estimated payable of $1.6 million for post-closing adjustments. We recorded a pre-tax gain on disposal of $0.4 million for the six months ended June 30, 2018, including estimated post-closing adjustments. The U.K. business was held for sale and carried at net realizable value at December 31, 2017. The U.K. business contributed a pre-tax loss of $0.4 million and pre-tax income of $5.4 million, respectively, for the three and six months ended June 30, 2018, excluding the loss on disposal.
In the second quarter of 2018, we recorded an incremental gain of $1.4 million related to customary post-closing adjustments related to the prior year sale of our equity interest in Glass Mountain Pipeline.
v3.10.0.1
Equity Method Investments
6 Months Ended
Jun. 30, 2018
Equity Method Investments and Joint Ventures [Abstract]  
EQUITY METHOD INVESTMENTS
EQUITY METHOD INVESTMENTS

Our equity method investments consisted of the following (in thousands):
 
June 30, 2018
 
December 31, 2017
White Cliffs Pipeline, L.L.C.
$
257,179

 
$
266,362

NGL Energy Partners LP
18,941

 
18,919

Total equity method investments
$
276,120

 
$
285,281



Our earnings from equity method investments consisted of the following (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
White Cliffs Pipeline, L.L.C.
$
14,338

 
$
15,976

 
$
26,943

 
$
31,169

Glass Mountain Pipeline, LLC

 
1,771

 

 
3,666

NGL Energy Partners LP
13

 
6

 
22

 
9

Total earnings from equity method investments
$
14,351

 
$
17,753

 
$
26,965

 
$
34,844


Cash distributions received from equity method investments consisted of the following (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
White Cliffs Pipeline, L.L.C.
$
19,429

 
$
22,514

 
$
38,579

 
$
40,704

Glass Mountain Pipeline, LLC

 
3,437

 

 
6,940

Total cash distributions received from equity method investments
$
19,429

 
$
25,951

 
$
38,579

 
$
47,644


White Cliffs Pipeline, L.L.C.
We own a 51% interest in White Cliffs Pipeline, L.L.C. (“White Cliffs”), which we account for under the equity method. Certain unaudited summarized income statement information of White Cliffs for the three months and six months ended June 30, 2018 and 2017, is shown below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Revenue
$
44,209

 
$
49,659

 
$
84,600

 
$
99,843

Cost of products sold, exclusive of depreciation and amortization shown below
$
(415
)
 
$
4,338

 
$
(31
)
 
$
8,451

Operating, general and administrative expenses
$
6,594

 
$
5,886

 
$
11,997

 
$
12,126

Depreciation and amortization expense
$
9,606

 
$
9,209

 
$
19,197

 
$
18,465

Net income
$
28,423

 
$
30,185

 
$
53,437

 
$
60,760


Our equity in earnings of White Cliffs for the three months and six months ended June 30, 2018 and 2017, is less than 51% of the net income of White Cliffs for the same periods. This is due to certain general and administrative expenses we incur in managing the operations of White Cliffs that the other owners are not obligated to share.
The members of White Cliffs are required to contribute capital to White Cliffs to fund various projects. For the six months ended June 30, 2018, we contributed $1.8 million for a project to convert one of White Cliff’s 12-inch pipelines from crude to natural gas liquids service. Remaining contributions related to the conversion project will be paid in 2018 and 2019 and are expected to total $31.2 million. The project is expected to be completed during the fourth quarter of 2019.
Glass Mountain Pipeline, LLC
On December 22, 2017, we completed the sale of our equity method investment in Glass Mountain Pipeline LLC (“Glass Mountain”) for $300 million, subject to working capital and other adjustments. Proceeds from the sale were used to repay borrowings on SemGroup's revolving credit facility.
NGL Energy Partners LP
We own an 11.78% interest in the general partner of NGL Energy Partners LP (NYSE: NGL) (“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.
v3.10.0.1
Financial Instruments
6 Months Ended
Jun. 30, 2018
Financial Instruments And Fair Value Disclosures [Abstract]  
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS
Fair value of financial instruments
We record certain financial assets and liabilities at fair value at each balance sheet date. The tables below summarize the balances of derivative assets and liabilities at June 30, 2018 and December 31, 2017 (in thousands):
 
June 30, 2018
 
Level 1
 
Level 2
 
Level 3
 
Netting (1)
 
Total - Net
Assets:
 
 
 
 
 
 
 
 
 
Commodity derivatives (2)
$
500

 
$

 
$

 
$
(500
)
 
$

Interest rate swaps

 

 
166

 

 
166

Total assets
500

 

 
166

 
(500
)
 
166

Liabilities:
 
 
 
 
 
 
 
 
 
Commodity derivatives
8,503

 

 

 
(500
)
 
8,003

Foreign currency forwards

 
2,513

 

 

 
2,513

Interest rate swaps

 

 
56

 

 
56

Total liabilities
8,503

 
2,513

 
56

 
(500
)
 
10,572

Net assets (liabilities) at fair value
$
(8,003
)
 
$
(2,513
)
 
$
110

 
$

 
$
(10,406
)
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
Level 1
 
Level 2
 
Level 3
 
Netting (1)
 
Total - Net
Assets:
 
 
 
 
 
 
 
 
 
Commodity derivatives (2)
$
602

 
$

 
$

 
$
(602
)
 
$

Foreign currency forwards

 
2,564

 

 

 
2,564

Total assets
602

 
2,564

 

 
(602
)
 
2,564

Liabilities:


 


 


 


 


Commodity derivatives
1,970

 

 

 
(602
)
 
1,368

Interest rate swaps

 

 
1,228

 

 
1,228

Total liabilities
1,970

 

 
1,228

 
(602
)
 
2,596

Net assets (liabilities) at fair value
$
(1,368
)
 
$
2,564

 
$
(1,228
)
 
$

 
$
(32
)
(1) Relates primarily to exchange traded futures. Gain and loss positions on multiple contracts are settled net on a daily basis with the exchange.
(2) Commodity derivatives are subject to netting arrangements.
“Level 1” measurements are based on inputs consisting of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. These include commodity futures contracts that are traded on an exchange.
“Level 2” measurements are based on inputs consisting of market observable and corroborated prices for similar derivative contracts. Assets and liabilities classified as Level 2 include over the counter (“OTC”) traded physical fixed priced purchases and sales forward contracts.
“Level 3” measurements are based on inputs from a pricing service and/or internal valuation models incorporating observable and unobservable market data. These could include commodity derivatives, such as forwards and swaps for which there is not a highly liquid market and therefore are not included in Level 2 above and interest rate swaps for which certain unobservable inputs are used in the valuation.
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value levels. At June 30, 2018, all of our physical fixed price forward purchases and sales commodity contracts were being accounted for as normal purchases and normal sales.
The following table summarizes changes in the fair value of our net financial liabilities classified as Level 3 in the fair value hierarchy (in thousands):
 
Three Months Ended June 30, 2018
 
Six Months Ended June 30, 2018
Net assets (liabilities) at beginning of the period
$
130

 
$
(1,228
)
Transfers out of Level 3

 

Realized/Unrealized gain (loss) included in earnings*
(84
)
 
1,219

Settlements
64

 
119

Net assets (liabilities) at end of period
$
110

 
$
110

*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 recorded at fair value which were classified as Level 3 during the three months and six months ended June 30, 2017.
See Note 6 for fair value of debt instruments. The approximate fair value of cash and cash equivalents, accounts receivable and accounts payable is equal to book value due to the short-term nature of these items.
Commodity derivative contracts
Our consolidated results of operations and cash flows are impacted by changes in market prices for petroleum products. This exposure to commodity price risk is managed, in part, by entering into various commodity derivatives.
We seek to manage the price risk associated with our marketing operations by limiting our net open positions through (i) the concurrent purchase and sale of like quantities of petroleum products to create back-to-back transactions that are intended to lock in positive margins based on the timing, location or quality of the petroleum products purchased and delivered or (ii) derivative contracts. Our storage and transportation assets can also be used to mitigate time and location basis risks, respectively. All marketing activities are subject to our Comprehensive Risk Management Policy, Delegation of Authority policy and their supporting policies and procedures, which establish limits in order to manage risk and mitigate financial exposure.
Our commodity derivatives can be comprised of swaps, futures contracts and forward contracts of crude oil, natural gas and natural gas liquids. These are defined as follows:
Swaps – OTC transactions where a floating price, basis or index is exchanged for a fixed (or a different floating) price, basis or index at a preset schedule in the future, according to an agreed-upon formula.
Futures contracts – Exchange traded contracts to buy or sell a commodity. These contracts are standardized by the exchange in terms of quality, quantity, delivery period and location for each commodity.
Forward contracts – OTC contracts to buy or sell a commodity at an agreed upon future date. The buyer and seller agree on specific terms (price, quantity, delivery period and location) and conditions at the inception of the contract.
The following table sets forth the notional quantities for derivative instruments entered into (in thousands of barrels):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Sales
3,624

 
2,282

 
7,763

 
6,594

Purchases
3,816

 
2,821

 
7,191

 
6,952


We have not designated any of our commodity derivative instruments as accounting hedges. We have recorded the fair value of our commodity derivative instruments on our condensed consolidated balance sheets in “other current assets” and “other current liabilities” in the following amounts (in thousands):
 
June 30, 2018
 
December 31, 2017
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Commodity contracts
$

 
$
8,003

 
$

 
$
1,368


We have posted margin deposits as collateral with brokers who have the right of set off associated with these funds. At June 30, 2018 and December 31, 2017, our margin deposit balances were in net asset positions of $9.6 million and $1.9 million, respectively. These margin account balances have not been offset against our net commodity derivative instrument (contract) positions. Had these margin deposits been netted against our net commodity derivative instrument (contract) positions as of June 30, 2018 and December 31, 2017, we would have had asset positions of $1.6 million and $0.5 million, respectively.
Realized and unrealized gains (losses) from our commodity derivatives were recorded to product revenue in the following amounts (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Commodity contracts
$
(9,094
)
 
$
4,122

 
$
(12,230
)
 
$
8,783


Interest rate swaps
At June 30, 2018, we had 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 June 30, 2018, we had interest rate swaps with notional values of $489.7 million. At June 30, 2018, the fair value of our interest rate swaps was $0.1 million which was reported within “other current assets” in our condensed consolidated balance sheet. For the three months ended June 30, 2018, we recognized realized and unrealized losses of $0.1 million related to interest rate swaps. For the six months ended June 30, 2018, we recognized realized and unrealized gains of $1.2 million related to interest rate swaps.
Foreign currency forwards
At June 30, 2018, we had foreign currency forwards primarily to purchase Canadian dollars to limit exposure to foreign currency rate fluctuations for capital contributions to our SemCAMS segment primarily to fund capital projects. We have not designated the forwards as hedges, as such, changes in the fair value of the forwards are recorded through current period earnings as a component of foreign currency translation gains and losses. At June 30, 2018, we had foreign currency forwards with notional values of $95.0 million. At June 30, 2018, the fair value of our foreign currency swaps was $2.5 million, which is reported within "other current liabilities" in our consolidated balance sheet. For the three months and six months ended June 30, 2018, we recognized realized and unrealized losses of $2.1 million and $6.5 million, respectively, related to foreign currency forwards.
Concentrations of risk
During the three months ended June 30, 2018, one customer, primarily of our Crude Supply and Logistics segment, accounted for more than 10% of our consolidated revenue with revenues of $190.7 million. One third-party supplier of our Crude Supply and Logistics segment accounted for more than 10% of our consolidated costs of products sold with purchases of $59.0 million.
During the six months ended June 30, 2018, one customer, primarily of our Crude Supply and Logistics segment, accounted for more than 10% of our consolidated revenue with revenues of $420.2 million. One third-party supplier of our Crude Supply and Logistics segment accounted for more than 10% of our consolidated costs of products sold with purchases of $93.9 million.
At June 30, 2018, one third-party customer, primarily of our Crude Supply and Logistics segment, accounted for approximately 12% of our consolidated accounts receivable.
v3.10.0.1
Income Taxes
6 Months Ended
Jun. 30, 2018
Income Tax Disclosure [Abstract]  
INCOME TAXES
INCOME TAXES
The effective tax rate was 57% and 27% for the three months ended June 30, 2018 and 2017, respectively. The effective tax rate was (120)% and 122% for the six months ended June 30, 2018 and 2017, respectively. The rate for the six months ended June 30, 2018, is impacted by a discrete tax expense related to the vesting of restricted stock in the amount of $1.7 million, a discrete tax expense of $10.0 million in Mexico on the sale of the 100% equity interest in our Mexican asphalt business, and a discrete tax expense of $2.7 million on the foreign tax deduction offset to branch deferreds on the sale of our U.K. operations. The rate is also affected by the U.S. deduction for foreign taxes. The rate for the six months ended June 30, 2017, is impacted by a discrete tax expense related to the vesting of restricted stock in the amount of $1.4 million. Significant items that impacted the effective tax rate for each period, as compared to the U.S. federal statutory rate of 21%, include earnings in foreign jurisdictions taxed at different rates and foreign earnings taxed in foreign jurisdictions as well as in the U.S., since they are disregarded entities for U.S. federal income tax purposes. These combined factors, and the magnitude of the permanent items impacting the tax rate relative to income from continuing operations before income taxes, result in rates that are not comparable between the periods.
We have a valuation allowance on a small portion of our state net operating loss carryovers with shorter carryover periods and a foreign tax credit carryover generated in tax years prior to 2014. We have not released the valuation allowance on the foreign tax credits due to the foreign tax credit limitation and the relative subjectivity of forecasts of the relational magnitude of U.S. and foreign taxable income in future periods, as well as the shorter carryover period available for the credits. Deferred tax assets are reduced by a valuation allowance when a determination is made that it is more likely than not that some, or all, of the deferred tax assets will not be realized based on the weight of all available evidence. Evidence which is objectively verifiable carries a higher weight in the analysis. The ultimate realization of deferred tax assets is dependent upon the existence of sufficient taxable income of the appropriate character within the carryback and carryforward period available under the tax law. Sources of taxable income include future reversals of existing taxable temporary differences, future earnings and available tax planning strategies.
We have analyzed filing positions in all of the federal, state and foreign jurisdictions where we are required to file income tax returns and determined that no accruals related to uncertainty in tax positions are required. All income tax years of the Company ending after the emergence from bankruptcy remain open for examination in U.S. jurisdictions under general operation of the statute of limitations, including special provisions with regard to net operating loss carryovers. In foreign jurisdictions, all tax periods prior to the emergence from bankruptcy are closed. The statute of limitations has not been waived with respect to any foreign jurisdictions post emergence and tax periods are open for examination in accordance with the general statutes of each foreign jurisdiction. Currently, there are no examinations in progress for our federal and state jurisdictions. Canada Revenue Agency has completed an income tax audit of SemCAMS ULC for the tax years 2013 and 2014 and closure of the 2015 audit is pending with no material adjustments. No other foreign jurisdictions are currently under audit.
v3.10.0.1
Long-Term Debt
6 Months Ended
Jun. 30, 2018
Debt Disclosure [Abstract]  
Long-Term Debt
LONG-TERM DEBT
Our long-term debt consisted of the following (dollars in thousands):
 
Interest rate at June 30, 2018
 
June 30,
2018
 
December 31,
2017
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
5.750%
 
25,000

 

Eurodollar borrowings
4.062%
 
350,000

 
131,000

HFOTCO acquisition final payment 

 

 
565,868

HFOTCO term loan B (2)
5.090%
 
600,000

 
532,125

HFOTCO tax exempt notes payable due 2050
3.087%
 
225,000

 
225,000

HFOTCO $75 million revolving credit facility

 

 
60,000

Capital leases
 
 

 
25

Unamortized premium (discount) and debt issuance costs, net
 
 
(34,106
)
 
(30,398
)
Total long-term debt, net
 
 
2,540,894

 
2,858,620

Less: current portion of long-term debt
 
 
6,000

 
5,525

Noncurrent portion of long-term debt, net
 
 
$
2,534,894

 
$
2,853,095


(1)
SemGroup $1.0 billion corporate revolving credit facility matures on March 15, 2021.
(2)
HFOTCO term loan B is due in quarterly installments of $1.5 million with a final payment due on June 26, 2025.
HFOTCO credit agreement
On June 26, 2018, HFOTCO and Buffalo Gulf Coast Terminals LLC ("BGCT") entered into an Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”). Pursuant to the Amendment and Restatement Agreement, the HFOTCO credit agreement was amended and restated in its entirety (as so amended and restated, the “Restated HFOTCO Credit Agreement”).
The Restated HFOTCO Credit Agreement increases the aggregate term loans incurred thereunder to $600 million, terminates the HFOTCO $75.0 million revolving credit facility, and extends the maturity date of the term loans to June 26, 2025 (the “Maturity Date”). In addition, HFOTCO may incur additional term loans in an aggregate amount not to exceed the greater of $120 million and a measure of HFOTCO’s EBITDA, defined in the credit agreement, at the time of determination, plus additional amounts subject to satisfaction of certain leverage-based criteria, subject to receiving commitments for such additional term loans from either new lenders or increased commitments from existing lenders. The term loan B was issued at a discount of $1.5 million.
At HFOTCO’s option, the term loans will bear interest at the Eurodollar rate or an alternate base rate (“ABR”), plus, in each case, an applicable margin of 2.75% relating to any term loans accruing interest at the Eurodollar rate and 1.75% relating to term loans accruing interest at ABR.
The Restated HFOTCO Credit Agreement includes customary representations and warranties and affirmative and negative covenants, which were made only for the purposes of the Restated HFOTCO Credit Agreement and as of the specific date (or dates) set forth therein, and may be subject to certain limitations as agreed upon by the contracting parties, and apply only to BGCT, HFOTCO and any subsidiaries of HFOTCO party to the Restated HFOTCO Credit Agreement. Such limitations include the creation of new liens, indebtedness, making of certain restricted payments and payments on indebtedness, making certain dispositions, making material changes in business activities, making fundamental changes including liquidations, mergers or consolidations, making certain investments, entering into certain transactions with affiliates, making amendments to material agreements, modifying the fiscal year, dealing with hazardous materials in certain ways, entering into certain hedging arrangements, entering into certain restrictive agreements, and funding or engaging in sanctioned activities.
The Restated HFOTCO Credit Agreement includes customary events of default, including events of default relating to inaccuracy of representations and warranties in any material respect when made or when deemed made, non-payment of principal and other amounts owing under the Restated HFOTCO Credit Agreement, including, in respect of, violation of covenants, cross acceleration to any material indebtedness of BGCT, HFOTCO and its subsidiaries, bankruptcy and insolvency events, certain unsatisfied judgments, certain ERISA events, certain invalidities of loan documents and the occurrence of a change of control. A default under the Restated HFOTCO Credit Agreement would permit the participating banks to require immediate repayment of any outstanding loans with interest and any unpaid accrued fees, and subject to intercreditor arrangements with the holders of the HFOTCO tax exempt notes payable, exercise other rights and remedies.
HFOTCO acquisition final payment
On April 17, 2018, we made the final payment related to the HFOTCO acquisition in the amount of $579.6 million. The payment was funded through revolving credit facility borrowings and cash on hand.
Pledges and guarantees
Our senior unsecured notes are guaranteed by certain subsidiaries. See Note 15 for additional information.
Our $1.0 billion corporate revolving credit facility is guaranteed by all of SemGroup’s material wholly-owned domestic subsidiaries, with the exception of Maurepas Pipeline LLC and HFOTCO, and secured by a lien on substantially all of the property and assets of SemGroup Corporation and the other loan parties, subject to customary exceptions.
The HFOTCO term loan B and HFOTCO tax exempt notes payable are secured by substantially all of the assets of HFOTCO and its immediate parent, BGCT. The HFOTCO tax exempt notes payable have a priority position over the HFOTCO term loan B.
Letters of credit
We had the following outstanding letters of credit at June 30, 2018 (dollars in thousands):
SemGroup $1.0 billion revolving credit facility
1.75%
$
28,335

Secured bi-lateral (1)
1.75%
$
62,393

(1) Secured bi-lateral letters of credit are external to the SemGroup $1.0 billion revolving credit facility and do not reduce availability for borrowing on the credit facility.
Capitalized interest
During the six months ended June 30, 2018 and 2017, we capitalized interest of $6.5 million and $12.0 million, respectively.
Fair value
We estimate the fair value of our senior unsecured notes based on unadjusted, transacted market prices near the measurement date. Our other long-term debts are estimated to be carried at fair value as a result of the recent timing of borrowings or rate resets. We estimate the fair value of our consolidated long-term debt, including current maturities, to be approximately $2.5 billion at June 30, 2018, which is categorized as a Level 2 measurement.
v3.10.0.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
Environmental
We may, from time to time, experience leaks of petroleum products from our facilities and, as a result of which, we may incur remediation obligations or property damage claims. In addition, we are subject to numerous environmental regulations. Failure to comply with these regulations could result in the assessment of fines or penalties by regulatory authorities.
The Kansas Department of Health and Environment (the “KDHE”) initiated discussions during our bankruptcy proceeding regarding six of our sites in Kansas (five owned by Crude Transportation and one owned by SemGas) that KDHE believed, based on their historical use, may have had soil or groundwater contamination in excess of state standards. KDHE sought our agreement to undertake assessments of these sites to determine whether they are contaminated. We reached an agreement with KDHE on this matter and entered into a Consent Agreement and Final Order with KDHE to conduct environmental assessments on the sites and to pay KDHE’s costs associated with their oversight of this matter. We have conducted Phase II investigations at all sites. Four sites are in various stages of follow-up investigation, remediation, monitoring, or closure under KDHE oversight.  The environmental work at these sites is being completed under consent orders between Rose Rock Midstream Crude, L.P. and the KDHE. Two of the remaining sites have limited impacts to shallow soil and groundwater and the groundwater is currently being monitored on a semi-annual basis until such time that closure can be granted by the KDHE.  No active remediation is anticipated for these two sites.  The final two sites have required additional investigation and soil and groundwater remediation may be necessary to achieve KDHE closure. We do not anticipate any penalties or fines for these historical sites.
Other matters
We are party to various other claims, legal actions and complaints arising in the ordinary course of business. In the opinion of our management, the ultimate resolution of these claims, legal actions and complaints, after consideration of amounts accrued, insurance coverage and other arrangements, will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, the outcome of such matters is inherently uncertain, and estimates of our consolidated liabilities may change materially as circumstances develop.
Asset retirement obligations
We will be required to incur significant removal and restoration costs when we retire our natural gas gathering and processing facilities in Canada. At June 30, 2018, we have an asset retirement obligation liability of $22.3 million, which is included within other noncurrent liabilities on our condensed consolidated balance sheets. This amount was calculated using the $126.6 million cost we estimate we would incur to retire these facilities, discounted based on our risk-adjusted cost of borrowing and the estimated timing of remediation.
The calculation of the liability for an asset retirement obligation requires the use of significant estimates, including those related to the length of time before the assets will be retired, cost inflation over the assumed life of the assets, actual remediation activities to be required, and the rate at which such obligations should be discounted. Future changes in these estimates could result in material changes in the value of the recorded liability. In addition, future changes in laws or regulations could require us to record additional asset retirement obligations.
Our other segments may also be subject to removal and restoration costs upon retirement of their facilities. However, we are unable to predict when, or if, our pipelines, storage tanks and other facilities would become completely obsolete and require decommissioning. Accordingly, we have not recorded a liability or corresponding asset, as both the amount and timing of such potential future costs are indeterminable.
Purchase and sale commitments
We routinely enter into agreements to purchase and sell petroleum products at specified future dates. We account for derivatives at fair value with the exception of commitments that have been designated as normal purchases and sales for which we do not record assets or liabilities related to these agreements until the product is purchased or sold. At June 30, 2018, such commitments included the following (in thousands):
 
Volume
(Barrels)
 
Value
Fixed price purchases
2,814

 
$
187,712

Fixed price sales
2,937

 
$
196,985

Floating price purchases
10,568

 
$
769,611

Floating price sales
15,735

 
$
989,740


Certain of the commitments shown in the table above relate to agreements to purchase product from a counterparty and to sell a similar amount of product (in a different location) to the same counterparty. Many of the commitments shown in the table above are cancellable by either party, as long as notice is given within the time frame specified in the agreement (generally 30 to 120 days).
Our SemGas segment has a take-or-pay contractual obligation related to the fractionation of natural gas liquids through June 2023. The approximate amount of future obligation is as follows (in thousands):
For year ending:
 
December 31, 2018
$
5,319

December 31, 2019
9,567

December 31, 2020
8,864

December 31, 2021
7,175

December 31, 2022
6,753

Thereafter
2,791

Total expected future payments
$
40,469


SemGas also enters into contracts under which we are responsible for marketing the majority of the gas and natural gas liquids produced by the counterparties to the agreements. The majority of SemGas’ revenues were generated from such contracts.
Our Crude Supply and Logistics segment has minimum volume commitments for pipeline transportation of crude oil. The approximate amount of future obligations is as follows (in thousands):
For year ending:
 
December 31, 2018
$
10,860

December 31, 2019
21,865

December 31, 2020
19,770

December 31, 2021
12,976

December 31, 2022
13,231

Thereafter
20,312

Total expected future payments
$
99,014

v3.10.0.1
Equity
6 Months Ended
Jun. 30, 2018
Stockholders' Equity Note [Abstract]  
EQUITY
EQUITY
The following table shows the changes in our consolidated owners’ equity accounts from December 31, 2017 to June 30, 2018 (in thousands):
 
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Owners’
Equity
Balance at December 31, 2017
$
786

$
1,770,117

$
(8,031
)
$
(50,706
)
$
(53,801
)
$
1,658,365

Adoption of ASC 606



11,513


11,513

Net loss



(35,761
)

(35,761
)
Other comprehensive income, net of income taxes




24,351

24,351

Dividends paid

(79,253
)



(79,253
)
Unvested dividend equivalent rights

(64
)



(64
)
Non-cash equity compensation

5,545




5,545

Issuance of common stock under compensation plans
1

520




521

Retirement of treasury stock
(2
)

8,031

(8,029
)


Repurchase of common stock


(699
)


(699
)
Balance at June 30, 2018
$
785

$
1,696,865

$
(699
)
$
(82,983
)
$
(29,450
)
$
1,584,518


Accumulated other comprehensive loss
The following table presents the changes in the components of accumulated other comprehensive loss from December 31, 2017 to June 30, 2018 (in thousands):
 
Currency
Translation
 
Employee
Benefit
Plans
 
Total
Balance at December 31, 2017
$
(51,014
)
 
$
(2,787
)
 
$
(53,801
)
Currency translation adjustment, net of income tax benefit of $8,073
(25,000
)
 

 
(25,000
)
Currency translation adjustment reclassified to gain (loss) on disposal, net of income tax expense of $15,935
49,346

 

 
49,346

Changes related to benefit plans, net of income tax expense of $1

 
5

 
5

Balance at June 30, 2018
$
(26,668
)
 
$
(2,782
)
 
$
(29,450
)

Equity issuances
During the six months ended June 30, 2018, 30,645 shares under the Employee Stock Purchase Plan were issued and 199,064 shares related to our equity-based compensation awards vested.
Equity-based compensation
At June 30, 2018, there were 1,424,130 unvested shares that have been granted under our director and employee compensation programs. The par value of these shares is not reflected in common stock on the condensed consolidated balance sheets, as these shares have not yet vested. For certain of the awards, the number of shares that will vest is contingent upon our achievement of certain specified targets. If we meet the specified maximum targets, approximately 573,000 additional shares could vest.
The holders of certain restricted stock awards are entitled to equivalent dividends (“UDs”) to be received upon vesting of the related restricted stock awards and will be settled in cash. At June 30, 2018, the value of the UDs to be settled in cash related to unvested restricted stock awards was approximately $2.0 million.
During the six months ended June 30, 2018, we granted 684,692 restricted stock awards with a weighted average grant date fair value of $22.60 per award.
Common Stock Dividends
The following table sets forth the quarterly common stock dividends per share declared and/or paid to shareholders for the periods indicated:
Quarter Ending
 
Dividend Per Share
 
Date of Record
 
Date Paid
March 31, 2017
 
$
0.45

 
March 7, 2017
 
March 17, 2017
June 30, 2017
 
$
0.45

 
May 15, 2017
 
May 26, 2017
September 30, 2017
 
$
0.45

 
August 18, 2017
 
August 28, 2017
December 31, 2017
 
$
0.45

 
November 20, 2017
 
December 1, 2017
 
 
 
 
 
 
 
March 31, 2018
 
$
0.4725

 
March 9, 2018
 
March 19, 2018
June 30, 2018
 
$
0.4725

 
May 16, 2018
 
May 25, 2018
September 30, 2018
 
$
0.4725

 
August 20, 2018
 
August 29, 2018
v3.10.0.1
Preferred Stock
6 Months Ended
Jun. 30, 2018
Preferred Stock [Abstract]  
Preferred Stock [Text Block]
9.
REDEEMABLE PREFERRED STOCK

On January 19, 2018 (the “Issue Date”), we issued and sold to WP SemGroup Holdings L.P. (“Warburg”) and certain other investors an aggregate of 350,000 shares of Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”), convertible into 10,606,061 shares (subject to adjustment) of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), for a cash purchase price of $1,000 per share of Preferred Stock and aggregate gross proceeds to the Company of $350,000,000, which proceeds were utilized (i) to repay amounts borrowed under the Company’s revolving credit facility, (ii) to fund growth capital expenditures and (iii) for general corporate purposes. The Preferred Stock was recorded on our condensed consolidated balance sheets net of $7.7 million of issuance costs.
The Preferred Stock is a new class of equity security that ranks senior to the Common Stock with respect to distribution rights and rights upon liquidation. Subject to certain exceptions, so long as any Preferred Stock remains outstanding, no dividend or distribution will be declared or paid on, and no redemption or repurchase will be agreed to or consummated of, stock on a parity with the Preferred Stock (“Parity Stock”), Common Stock or any other shares of stock junior to the Preferred Stock, unless all accumulated and unpaid dividends for all preceding full fiscal quarters have been declared and paid with respect to the Preferred Stock. In addition, no dividend or distribution or redemption or repurchase shall be paid on Parity Stock, Common Stock or any other shares of stock junior to the Preferred Stock for any period unless the Preferred Stock has been paid full cash dividends in respect of the same period; provided, however, that the Company may pay dividends on Common Stock in respect of any fiscal quarter ending on or prior to June 30, 2020 (the “PIK Period”).
The holders of Preferred Stock (the “Holders”) will receive quarterly distributions equal to an annual rate of 7.0% ($70.00 per share annualized) of $1,000 per share of Preferred Stock, subject to certain adjustments (the “Liquidation Preference”). With respect to any quarter ending on or prior to the PIK Period, the Company may elect, in lieu of paying a distribution in cash, to have the amount that would have been payable if such dividend had been paid in cash added to the Liquidation Preference.
On or after the eighteen month anniversary of the Issue Date, the Holders may convert their Preferred Stock into a number of shares of Common Stock equal to, per share of Preferred Stock, the quotient of the Liquidation Preference divided by $33.00 (the “Conversion Price”), subject to certain adjustments including customary anti-dilution adjustments (such quotient, the “Conversion Rate”). Holders may elect to convert the Preferred Stock, in whole or in part, so long as the aggregate value of Common Stock to be issued pursuant to such partial conversion is not for less than $50,000,000 or a lesser amount if such conversion relates to all of a Holder’s remaining Preferred Stock.
On or after the three year anniversary of the Issue Date, if the Holders have not elected to convert all of their shares of Preferred Stock, the Company may cause the outstanding Preferred Stock to be converted into a number of shares of Common Stock equal to, per share of Preferred Stock, the quotient of the Liquidation Preference divided by the Conversion Price, subject to certain adjustments including customary anti-dilution adjustments; provided, that in order for the Company to exercise such conversion right, the closing sale price of the Common Stock during a designated period be greater than or equal to $47.85, the resale of the shares of Common Stock issuable upon conversion shall be registered and available for resale by the Holders pursuant to a registration statement declared effective by the SEC covering such resales, the Common Stock is listed on a national securities exchange, and certain average daily trading volume minimum requirements are met. The Company may elect to convert the Preferred Stock, in whole or in part, so long as the aggregate value of Common Stock to be issued pursuant to such partial conversion is not for less than $50,000,000 or such lesser amount if such conversion relates to the aggregate amount of all remaining Preferred Stock.
Upon a change of control that involves consideration that is at least 90% cash, Holders are required to convert their shares of Preferred Stock into Common Stock at a rate equal to the greater of (i) the product of the Conversion Rate and the quotient of (a) the product of the Conversion Price and the Cash Change of Control Conversion Premium (as defined below), divided by (b) the average volume weighted average price of the Common Stock during a designated period and (ii) the Conversion Rate otherwise in effect at such time. The “Cash Change of Control Conversion Premium” equals (i) on or prior to the first anniversary of the Issue Date, 130%, (ii) after the first anniversary of the Issue Date, but on or prior to the second anniversary of the Issue Date, 120%, (iii) after the second anniversary of the Issue Date, but on or prior to the third anniversary of the Issue Date, 105%, and (iv) thereafter, 101%.
Upon a change of control that involves consideration that is less than 90% cash, Holders may elect to: (i) convert all, but not less than all, outstanding shares of Preferred Stock into Common Stock at the then-applicable Conversion Rate; (ii) except as described below, if the Company will not be the surviving person upon the consummation of such change of control, require the Company to use its commercially reasonable efforts to deliver to the Holders a security in the surviving person or the parent of the surviving person that has rights, preferences and privileges substantially similar to the Preferred Stock; provided, however, that, if the Company is unable to do so, such Holders shall be entitled to: (A) instead elect to convert shares of Preferred Stock pursuant to the mechanics described in clause (i) above or (B) require the Company to redeem all (but not less than all) of such Holder’s Preferred Stock at a price per share equal to 101% of the Liquidation Preference, with the redemption price being paid (at the Company’s option): (1) in cash or (2) in Common Stock; (iii) if the Company is the surviving person upon the consummation of such change of control, continue to hold such Holders’ shares of Preferred Stock; or (iv) require the Company to redeem all (but not less than all) of such Holder’s Preferred Stock at a cash price per share equal to the Liquidation Preference. At June 30, 2018, a change in control is not considered probable.
Holders shall be entitled to vote on all matters on which the holders of shares of Common Stock are entitled to vote and, except as otherwise provided in the Certificate of Incorporation, or by law, the Holders shall vote together with the holders of shares of Common Stock as a single class. Each Holder shall be entitled to a number of votes equal to the number of votes such Holder would have had if all shares of Preferred Stock held by such Holder had been converted into shares of 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. The dividend paid-in-kind increased the Liquidation Preference such that as of June 30, 2018, the Preferred Stock was convertible into 10,752,483 shares. On August 7, 2018, we declared a preferred stock dividend to be paid-in-kind of $6.2 million, which will be paid on August 29, 2018.
v3.10.0.1
Revenue Revenue
6 Months Ended
Jun. 30, 2018
Revenue from Contract with Customer [Abstract]  
Revenue from Contract with Customer [Text Block]
10.
REVENUE FROM CONTRACTS WITH CUSTOMERS

We provide gathering, transportation, storage, distribution, marketing and other midstream services primarily to producers, refiners of petroleum products and other market participants located in the Gulf Coast, Midwest and Rocky Mountain regions of the United States of America (the “U.S.”) and Western Canada. In general, we recognize service revenue as the service is performed (“over time”) and product sales revenues are recognized when control of the product transfers to the customer (“point in time”). Our revenue from contracts with customers are disaggregated by segment as follows:
Crude Transportation
Crude Transportation generates revenue by providing crude oil pipeline and truck transportation services to customers under fee-based contractual arrangements generally based on units of volume transported. In some instances fees are fixed and not dependent on usage, such as take-or-pay arrangements.
Crude Facilities
Crude Facilities generates revenue by providing crude oil storage and terminalling services primarily to customers at the Cushing Hub under fee-based contractual arrangements that, in some instances are fixed and not dependent on usage. Pump-over and unloading fees are based on per volume fees for units delivered or withdrawn.

Crude Supply and Logistics
Crude Supply and Logistics performs marketing activities including purchasing crude oil for its own account from producers and aggregators and selling to traders and refiners under contracts generally with initial terms of less than one year. Revenue is recognized based on market prices at the time the commodities are sold. In certain transactions, we purchase inventory from, and sell inventory to, the same counterparty. Such transactions that are entered into in contemplation of one another are recorded on a net basis.

HFOTCO
HFOTCO generates revenue by providing storage and terminalling services to customers in the Houston Ship Channel. These contractual arrangements typically include fixed take-or-pay fees related to provision of storage and throughput capacity and usage based charges for pump-over, heating, berthing and excess throughput volumes.

HFOTCO also generates revenue from leases of certain land, tanks and a barge dock, which are accounted for as a direct financing lease and are outside of the scope of ASC 606.

SemGas
SemGas generates revenue by providing natural gas and natural gas liquids gathering and processing services to customers based on agreements that are a combination of percent of proceeds and fee-based contracts. Initial contract terms can range from monthly and interruptible to the life of the reserves and, upon expiration, continue to renew on a month-to-month or year-to-year evergreen basis. SemGas’ customers include producers, operators, marketers and traders. Gathering and processing fees are generally based on per volume fees. Product sales revenue is generated from the sale of NGLs and residue gas arising from processing at prevailing market prices.

SemCAMS
SemCAMS generates revenue from its processing plants through volumetric fees for services under contractual arrangements with working interest owners and third-party customers and the pass through of certain operating costs. Pass-through cost and operating expense fee recoveries are reported as "Other revenue" in the consolidated statements of operations and comprehensive income (loss). SemCAMS also derives revenue as the owner and operator of pipeline gathering systems that gather gas from multiple wells located in the same production unit and as the owner and operator of pipeline transportation systems that deliver the gathered gas to its processing plant. SemCAMS’ customers include producers of varying sizes. To support operations at our plants, several producers have committed to process all of their current and future natural gas production.

Corporate and Other
Corporate and Other is not an operating segment, but contains the results of operations for our former Mexican asphalt business and U.K. storage business, which are not significant components of our business.
Key areas of judgment    

Take or pay
Contracts with take-or-pay provisions are recognized over time as the customer simultaneously receives and consumes the benefit of available capacity. Payments made for unused take-or-pay capacity, which allow the customer to carryforward a portion of the unused capacity to future periods, are deferred until it becomes unlikely that the capacity will be used prior to contract expiration. Determining when, or if, the capacity will be used requires judgment.

Percentage of proceeds
Contracts with percentage of proceeds terms typically involve the receipt of natural gas at the wellhead and include gathering, processing and marketing of the resulting NGLs and residue gas with SemGroup retaining a portion of the proceeds from the ultimate sale to a third-party. The terms of these agreements include various gathering and processing fees. The determination of whether the transaction is a purchase at the wellhead by SemGroup with gathering and processing performed on our own account or whether the transaction represents gathering and processing as a service provided to the producer by SemGroup with a purchase and sale of processed gas at the completion of the service, requires judgment and is impacted by when control of the underlying commodity has been deemed to move from the producer to the processor. This determination impacts whether gathering and processing fees are recorded as reductions to cost of sales or recorded as service revenue.

Principal vs. agent

We engage in various types of transactions where we perform marketing activities for producers, such as our percentage of proceeds contracts, or transactions where costs are incurred and reimbursed by customers or other owners in facilities, such as SemCAMS' pass-through costs. These types of transactions require judgment to determine whether we are the principal or an agent in the transaction and as a result whether revenues are recorded gross or net.

Non-cash consideration
SemGroup receives commodities from its customers in the form of plant and field fuel, pipeline loss allowance and retention of drip liquids. The purpose of the receipt of these commodities is to keep the Company whole in the case of minor operational usage or loss of product and is not intended as a consideration for services performed. Therefore, the receipt of these commodities does not represent consideration and is not recorded as revenue. Any net retention of commodities in excess of actual losses is recorded in inventory and recognized as revenue when sold.

Tiered pricing and material rights
We have certain contracts that provide customers with rates that reduce incrementally as volumes increase beyond certain thresholds. These types of agreements require judgment to determine if the option for the customer to acquire additional services constitutes a material right that the customer would not receive without entering into the contract, e.g. the discount exceeds the range of discounts typically given. If it is determined that a material right exists, a portion of the revenue is allocated to that right at contract inception and recognized as revenue as the option for additional services is exercised or when the option expires. In contrast, if it is concluded that the option to acquire additional services reflects standalone selling price, this would constitute a marketing offer and not a material right.
Disaggregated revenue

Our revenue is disaggregated by segment and by activity below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Crude Transportation
 
 
 
 
 
 
 
Pipeline transportation
$
22,675

 
$
6,443

 
$
43,787

 
$
12,627

Truck transportation
12,804

 
14,477

 
25,968

 
28,826

 
 
 
 
 
 
 
 
Crude Facilities
 
 
 
 
 
 
 
Storage fees
7,460

 
7,183

 
15,009

 
15,064

Service fees
5,206

 
5,132

 
9,934

 
9,392

 
 
 
 
 
 
 
 
Crude Supply and Logistics
 
 
 
 
 
 
 
Product sales
381,719

 
291,319

 
825,118

 
588,790

 
 
 
 
 
 
 
 
HFOTCO
 
 
 
 
 
 
 
Storage fees
32,882

 

 
64,984

 

Service fees
8,810

 

 
16,577

 

Lease revenue
4,251

 

 
8,580

 

 
 
 
 
 
 
 
 
SemGas
 
 
 
 
 
 
 
Product sales
44,776

 
44,682

 
84,484

 
91,910

Service fees
17,598

 
13,705

 
33,785

 
28,141

 
 
 
 
 
 
 
 
SemCAMS
 
 
 
 
 
 
 
Service fees
50,402

 
43,554

 
80,944

 
65,946

Other revenue
19,229

 
16,561

 
33,832

 
30,966

 
 
 
 
 
 
 
 
Corporate and Other
 
 
 
 
 
 
 
Product sales

 
34,635

 
31,319

 
67,208

Storage fees
649

 
5,972

 
7,753

 
11,841

Service fees
215

 
1,447

 
3,070

 
3,470

Intersegment eliminations
(12,882
)
 
(12,021
)
 
(27,741
)
 
(24,992
)
 
 
 
 
 
 
 
 
Total revenue
$
595,794

 
$
473,089

 
$
1,257,403

 
$
929,189



Remaining performance obligations

Most of our service contracts are such that we have the right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date. Therefore, we are utilizing the practical expedient in ASC 606-10-55-18 under which we recognize revenue in the amount to which we have the right to invoice. Applying this practical expedient, we are not required to disclose the transaction price allocated to remaining performance obligations under these agreements. However, certain of our agreements, such as "take-or-pay" agreements, do not qualify for the practical expedient. The amount and timing of revenue recognition for such contracts is presented below (in thousands):

 
2018
2019
2020
2021
2022
Thereafter
Expected timing of revenue recognized for remaining performance obligations
$
148,253

$
234,297

$
190,657

$
160,007

$
158,492

$
1,380,705



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):

 
June 30,
2018
 
December 31,
2017
Noncurrent receivables
$
9,266

 
$



Noncurrent receivables for the transactions described above were not recorded prior to the adoption of ASC 606 as our policy was to defer recognition of deficiencies with make-up rights until the contractual make-up rights expired.

Deferred revenue

We record deferred revenue when we have received a payment in advance of delivering a product or performing a service. For the three and six months ended June 30, 2018, we recognized $0.4 million and $3.3 million, respectively, of revenue which was included in deferred revenue at the beginning of the period.

Costs to obtain or fulfill a contract

Unless material, we expense costs to obtain or fulfill a contract in the period incurred. At June 30, 2018, we had contract assets of $9.6 million related to costs incurred to obtain contracts which had been expensed as incurred under previous guidance. These costs are reported within “other noncurrent assets” on the condensed consolidated balance sheets and are being amortized straight-line over the 25-year life of the related contracts.
v3.10.0.1
Segments
6 Months Ended
Jun. 30, 2018
Segment Reporting [Abstract]  
SEGMENTS
SEGMENTS
Our businesses are organized based on the nature and location of the services they provide. Certain summarized information related to our reportable segments is shown in the tables below. None of the operating segments have been aggregated. Although Corporate and Other does not represent an operating segment, it is included in the tables below to reconcile segment information to that of the consolidated Company. Prior period segment disclosures have been recast to include the former SemMexico and SemLogistics segments within Corporate and Other, as these businesses are no longer significant and are not expected to be significant in the future. These businesses were sold in during the six months ended June 30, 2018. Eliminations of transactions between segments are also included within Corporate and Other in the tables below.
During the fourth quarter of 2017, we changed our definition of segment profit to focus on the results of each segment exclusive of general and administrative costs and related overhead allocations. Segment Profit is defined as revenue, less cost of products sold (exclusive of depreciation and amortization) and operating expenses, plus equity earnings and is adjusted to remove unrealized gains and losses on commodity derivatives and to reflect equity earnings on an earnings before interest, taxes and depreciation and amortization (“EBITDA”) basis. Reflecting equity earnings on an EBITDA basis is achieved by adjusting equity earnings to exclude our percentage of interest, taxes, depreciation and amortization from equity earnings for operated equity method investees. For our investment in NGL Energy, we exclude equity earnings and include cash distributions received. Prior period segment profit has been recast to be consistent with the revised definition.
The accounting policies of each segment are the same as the accounting policies of the consolidated Company. Transactions between segments are generally recorded based on prices negotiated between the segments.
Our results by segment are presented in the tables below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
   Crude Transportation
 
 
 
 
 
 
 
External
$
28,648

 
$
14,019

 
$
54,716

 
$
27,998

Intersegment
6,831

 
6,901

 
15,039

 
13,455

   Crude Facilities
 
 
 
 
 
 
 
External
9,821

 
9,825

 
19,105

 
19,460

Intersegment
2,845

 
2,490

 
5,838

 
4,996

   Crude Supply and Logistics
 
 
 
 
 
 
 
External
381,719

 
291,319

 
825,118

 
588,790

HFOTCO
 
 
 
 
 
 
 
External
45,943

 

 
90,141

 

   SemGas
 
 
 
 
 
 
 
External
59,169

 
55,758

 
111,406

 
113,510

Intersegment
3,205

 
2,630

 
6,863

 
6,541

   SemCAMS
 
 
 
 
 
 
 
External
69,631

 
60,114

 
114,776

 
96,912

   Corporate and Other
 
 
 
 
 
 
 
External
864

 
42,054

 
42,142

 
82,519

Intersegment
(12,882
)
 
(12,021
)
 
(27,741
)
 
(24,992
)
Total Revenues
$
595,794

 
$
473,089

 
$
1,257,403

 
$
929,189

 
Three Months Ended June 30, 2018
 
Six Months Ended June 30, 2018
 
2018
 
2017
 
2018
 
2017
Earnings from equity method investments:
 
 
 
 
 
 
 
   Crude Transportation
$
14,338

 
$
17,747

 
$
26,943

 
$
34,835

   Corporate and Other
13

 
6

 
22

 
9

Total earnings from equity method investments
$
14,351

 
$
17,753

 
$
26,965

 
$
34,844

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Depreciation and amortization:
 
 
 
 
 
 
 
   Crude Transportation
$
13,053

 
$
6,498

 
$
25,529

 
$
12,425

   Crude Facilities
2,153

 
2,022

 
4,285

 
3,966

   Crude Supply and Logistics
198

 
78

 
391

 
140

HFOTCO
19,492

 

 
38,798

 

   SemGas
10,821

 
9,099

 
21,270

 
18,026

   SemCAMS
5,264

 
4,434

 
10,502

 
8,930

   Corporate and Other
774

 
3,471

 
1,516

 
6,714

Total depreciation and amortization
$
51,755


$
25,602

 
$
102,291

 
$
50,201

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Income tax expense (benefit):
 
 
 
 
 
 
 
HFOTCO
$
181

 
$

 
$
390

 
$

SemCAMS
3,136

 
2,267

 
6,106

 
3,691

Corporate and Other(1)
(6,930
)
 
1,358

 
12,974

 
29

Total income tax expense (benefit)
$
(3,613
)

$
3,625

 
$
19,470

 
$
3,720

(1) Corporate and Other includes the impact of intra-period tax allocation.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Segment profit:
 
 
 
 
 
 
 
   Crude Transportation
$
37,865

 
$
29,028

 
$
72,175

 
$
57,279

   Crude Facilities
9,683

 
9,481

 
19,024

 
19,045

   Crude Supply and Logistics
(1,959
)
 
(2,173
)
 
(8,542
)
 
(4,601
)
HFOTCO
34,804

 

 
65,792

 

   SemGas
15,437

 
19,483

 
29,714

 
37,711

   SemCAMS
21,448

 
19,038

 
43,561

 
35,902

   Corporate and Other
(172
)
 
8,296

 
10,791

 
16,663

Total segment profit
$
117,106


$
83,153

 
$
232,515

 
$
161,999

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Reconciliation of segment profit to net income (loss):
 
 
 
 
 
 
 
   Total segment profit
$
117,106

 
$
83,153

 
$
232,515

 
$
161,999

     Less:
 
 
 
 
 
 
 
Adjustment to reflect equity earnings on an EBITDA basis
4,886

 
6,692

 
9,769

 
13,401

Net unrealized loss (gain) related to commodity derivative instruments
4,409

 
(928
)
 
6,635

 
(901
)
General and administrative expense
22,886

 
26,819

 
49,363

 
48,531

Depreciation and amortization
51,755

 
25,602

 
102,291

 
50,201

Loss (gain) on disposal or impairment, net
1,824

 
(234
)
 
(1,742
)
 
2,176

Interest expense
35,904

 
13,477

 
78,365

 
27,344

Loss on early extinguishment of debt

 
8

 

 
19,930

Foreign currency transaction loss (gain)
2,314

 
(1,011
)
 
5,608

 
(1,011
)
Other income, net
(533
)
 
(508
)
 
(1,483
)
 
(726
)
Income tax expense (benefit)
(3,613
)
 
3,625

 
19,470

 
3,720

   Net income (loss)
$
(2,726
)

$
9,611


$
(35,761
)

$
(666
)
 
June 30,
2018
 
December 31,
2017
Total assets (excluding intersegment receivables):
 
 
 
   Crude Transportation
$
1,027,033

 
$
1,039,399

   Crude Facilities
149,143

 
153,953

   Crude Supply and Logistics
523,464

 
674,684

   HFOTCO
2,030,483

 
2,003,298

   SemGas
722,568

 
714,777

   SemCAMS
615,889

 
518,900

   Corporate and Other
103,095

 
271,806

Total assets
$
5,171,675

 
$
5,376,817

 
June 30,
2018
 
December 31,
2017
Equity investments:
 
 
 
   Crude Transportation
$
257,179

 
$
266,362

   Corporate and Other
18,941

 
18,919

Total equity investments
$
276,120


$
285,281

v3.10.0.1
Earnings Per Share
6 Months Ended
Jun. 30, 2018
Earnings Per Share [Abstract]  
EARNINGS PER SHARE
EARNINGS PER SHARE
Basic earnings per share is based on net income (loss) attributable to common shareholders, which is calculated as net income (loss) less cumulative preferred stock dividends. Diluted earnings per share includes the dilutive effect of unvested equity compensation awards and the potential conversion of preferred stock, if dilutive.
The following summarizes the calculation of basic earnings per share for the three months and six months ended June 30, 2018 and 2017 (in thousands, except per share amounts):
 
Three Months Ended June 30, 2018
 
Three Months Ended June 30, 2017
Income (loss)
$
(2,726
)
 
$
9,611

Less: cumulative preferred stock dividends
6,211

 

Net income (loss) attributable to common shareholders
$
(8,937
)
 
$
9,611

Weighted average common stock outstanding
78,319

 
65,749

Basic income (loss) per share
$
(0.11
)
 
$
0.15

 
Six Months Ended June 30, 2018
 
Six Months Ended June 30, 2017
Net loss
$
(35,761
)
 
$
(666
)
Less: cumulative preferred stock dividends
11,043

 

Net loss attributable to common shareholders
$
(46,804
)
 
$
(666
)
Weighted average common stock outstanding
78,259

 
65,717

Basic loss per share
$
(0.60
)
 
$
(0.01
)
The following summarizes the calculation of diluted earnings per share for the three months and six months ended June 30, 2018 and 2017 (in thousands, except per share amounts):
 
Three Months Ended June 30, 2018
 
Three Months Ended June 30, 2017
Income (loss)
$
(2,726
)
 
$
9,611

Less: cumulative preferred stock dividends
6,211

 

Net income (loss) attributable to common shareholders
$
(8,937
)
 
$
9,611

Weighted average common stock outstanding
78,319

 
65,749

Effect of dilutive securities

 
528

Diluted weighted average common stock outstanding
78,319

 
66,277

Diluted income (loss) per share
$
(0.11
)
 
$
0.15

 
Six Months Ended June 30, 2018
 
Six Months Ended June 30, 2017
Net loss
$
(35,761
)
 
$
(666
)
Less: cumulative preferred stock dividends
11,043

 

Net loss attributable to common shareholders
$
(46,804
)
 
$
(666
)
Weighted average common stock outstanding
78,259

 
65,717

Effect of dilutive securities

 

Diluted weighted average common stock outstanding
78,259

 
65,717

Diluted loss per share
$
(0.60
)
 
$
(0.01
)
For the three and six months ended June 30, 2018, we experienced net losses attributable to common shareholders. The unvested equity compensation awards and the preferred stock would have been antidilutive and, therefore, were not included in the computation of diluted earnings per share. For the six months ended June 30, 2017, we experienced net losses. The unvested equity compensation awards would have been antidilutive and, therefore, were not included in the computation of diluted earnings per share.
v3.10.0.1
Supplemental Cash Flow Information
6 Months Ended
Jun. 30, 2018
Supplemental Cash Flow Information [Abstract]  
SUPPLEMENTAL CASH FLOW INFORMATION
SUPPLEMENTAL CASH FLOW INFORMATION
The following table summarizes the changes in the components of operating assets and liabilities shown on our condensed consolidated statements of cash flows (in thousands):
 
Six Months Ended June 30,
 
2018
 
2017
Decrease (increase) in restricted cash
$
33

 
$
(3
)
Decrease (increase) in accounts receivable
99,923

 
43,717

Decrease (increase) in receivable from affiliates
(92
)
 
16,805

Decrease (increase) in inventories
40,051

 
19,994

Decrease (increase) in other current assets
(7,338
)
 
(3,034
)
Decrease (increase) in other assets
(3,702
)
 
(14,710
)
Increase (decrease) in accounts payable and accrued liabilities
(111,712
)
 
(28,909
)
Increase (decrease) in payable to affiliates
(6,088
)
 
(23,000
)
Increase (decrease) in other noncurrent liabilities
424

 
1,739

 
$
11,499

 
$
12,599

  
Other supplemental disclosures
We paid cash interest of $82.9 million and $25.2 million for the six months ended June 30, 2018 and 2017, respectively.
We paid cash income taxes, net of refunds, of $14.7 million and $2.9 million for the six months ended June 30, 2018 and 2017, respectively.
We incurred liabilities for capital expenditures that had not been paid of $54.5 million and $17.4 million as of June 30, 2018 and 2017, respectively. Such amounts are not included in capital expenditures on the consolidated statements of cash flows.
We financed prepayments of insurance premiums of $7.2 million and $6.1 million for the six months ended June 30, 2018 and 2017, respectively.
v3.10.0.1
Related Party Transactions
6 Months Ended
Jun. 30, 2018
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS
Transactions with NGL Energy and its subsidiaries primarily relate to crude oil marketing, leased storage and transportation services, including buy/sell transactions. Transactions with White Cliffs primarily relate to leased storage, purchases and sales of crude oil, transportation fees for shipments on the White Cliffs Pipeline, and management fees.
In accordance with ASC 845-10-15, the buy/sell transactions with NGL Energy and White Cliffs were reported as revenue on a net basis in our condensed consolidated statements of operations and comprehensive income (loss) because the purchases of inventory and subsequent sales of the inventory were with the same counterparty and entered into in contemplation of one another.
During the three months and six months ended June 30, 2018 and 2017, we generated the following transactions with related parties (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
NGL Energy
 
 
 
 
 
 
 
   Revenues
$
998

 
$
2,512

 
$
7,178

 
$
24,716

   Purchases
$
144

 
$
1,564

 
$
380

 
$
17,148

 
 
 
 
 
 
 
 
White Cliffs
 
 
 
 
 
 
 
   Crude oil revenues
$

 
$

 
$

 
$
436

   Storage revenues
$
1,088

 
$
1,088

 
$
2,176

 
$
2,176

   Transportation fees
$
2,697

 
$
2,386

 
$
6,320

 
$
5,041

   Management fees
$
133

 
$
127

 
$
266

 
$
254

   Crude oil purchases
$

 
$
4,613

 
$
895

 
$
8,616

v3.10.0.1
Condensed Consolidating Guarantor Financial Statements (Notes)
6 Months Ended
Jun. 30, 2018
Condensed Consolidating Guarantor Financial Statements [Abstract]  
Condensed Consolidating Guarantor Financial Statements [Text Block]
CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS

Our senior unsecured notes are guaranteed by certain of our subsidiaries as follows: Rose Rock Finance Corporation, Rose Rock Midstream Operating, LLC, Rose Rock Midstream Energy GP, LLC, Rose Rock Midstream Crude, L.P., Rose Rock Midstream Field Services, LLC, SemGas, L.P., SemMaterials, L.P., SemGroup Europe Holding, L.L.C., SemOperating G.P., L.L.C., SemMexico, L.L.C., SemDevelopment, L.L.C., Mid-America Midstream Gas Services, L.L.C., SemCrude Pipeline, L.L.C., and Wattenberg Holding, LLC (collectively, the “Guarantors”).
As of June 30, 2018, Beachhead Holdings LCC, Beachhead I LLC and Beachhead II LLC were added to the Guarantors and Glass Mountain Holding, LLC had been removed as a guarantor. Accordingly, prior period financial information below has been recast to reflect these changes.
Each of the Guarantors is 100% owned by SemGroup Corporation (the “Parent”). Such guarantees of our senior unsecured notes are full and unconditional and constitute the joint and several obligations of the Guarantors. There are no significant restrictions upon the ability of the Parent or any of the Guarantors to obtain funds from its respective subsidiaries by dividend or loan. Distributions of cash flows from HFOTCO, a non-guarantor, are restricted by the existing indebtedness of HFOTCO. None of the assets of the Guarantors represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act.
Unaudited condensed consolidating financial statements for the Parent, the Guarantors and non-guarantors as of June 30, 2018 and December 31, 2017, and for the three months and six months ended June 30, 2018 and 2017, are presented on an equity method basis in the tables below (in thousands).
Intercompany receivable and payable balances, including notes receivable and payable, are capital transactions primarily to facilitate the capital needs of our subsidiaries. As such, subsidiary intercompany balances have been reported as a reduction to equity on the condensed consolidating Guarantor balance sheets. The Parent’s net intercompany balance, including notes receivable, and investments in subsidiaries have been reported in equity method investments on the condensed consolidating Guarantor balance sheets. Intercompany transactions, such as daily cash management activities, have been reported as financing activities within the condensed consolidating Guarantor statements of cash flows. These balances are eliminated through consolidating adjustments below.
Condensed Consolidating Guarantor Balance Sheets
 
 
June 30, 2018
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
16,146

 
$

 
$
41,382

 
$
(2,204
)
 
$
55,324

Accounts receivable
 
1

 
437,693

 
106,763

 

 
544,457

Receivable from affiliates
 
928

 
12

 
132

 

 
1,072

Inventories
 

 
66,711

 

 

 
66,711

Other current assets
 
8,373

 
14,802

 
5,125

 

 
28,300

Total current assets
 
25,448

 
519,218


153,402


(2,204
)

695,864

Property, plant and equipment, net
 
7,342

 
1,009,227

 
2,398,936

 

 
3,415,505

Equity method investments
 
3,629,794

 
1,432,344

 

 
(4,786,018
)
 
276,120

Goodwill
 

 

 
257,302

 

 
257,302

Other intangible assets
 
7

 
123,683

 
258,150

 

 
381,840

Other noncurrent assets, net
 
43,072

 
2,848

 
99,124

 

 
145,044

Total assets
 
$
3,705,663


$
3,087,320


$
3,166,914


$
(4,788,222
)

$
5,171,675

LIABILITIES, PREFERRED STOCK AND OWNERS’ EQUITY
 
 
 


 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
503

 
$
414,712

 
$
54,331

 
$

 
$
469,546

Payable to affiliates
 

 
825

 

 

 
825

Accrued liabilities
 
39,924

 
21,714

 
54,061

 
2

 
115,701

Other current liabilities
 
4,565

 
11,833

 
11,726

 

 
28,124

Total current liabilities
 
44,992

 
449,084

 
120,118

 
2

 
614,196

Long-term debt
 
1,720,286

 
6,547

 
814,608

 
(6,547
)
 
2,534,894

Deferred income taxes
 
7,052

 

 
48,018

 

 
55,070

Other noncurrent liabilities
 
1,685

 

 
34,182

 

 
35,867

Commitments and contingencies
 


 


 


 


 


Preferred stock
 
347,130

 

 

 

 
347,130

Total owners’ equity
 
1,584,518

 
2,631,689


2,149,988


(4,781,677
)

1,584,518

Total liabilities, preferred stock and owners’ equity
 
$
3,705,663


$
3,087,320


$
3,166,914


$
(4,788,222
)

$
5,171,675


 
 
December 31, 2017
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
32,457

 
$

 
$
69,872

 
$
(8,630
)
 
$
93,699

Accounts receivable
 
(9
)
 
562,967

 
90,526

 

 
653,484

Receivable from affiliates
 
58

 
1,421

 
212

 

 
1,691

Inventories
 

 
101,665

 

 

 
101,665

Current assets held for sale
 

 

 
38,063

 

 
38,063

Other current assets
 
6,671

 
4,493

 
3,133

 

 
14,297

Total current assets
 
39,177


670,546


201,806


(8,630
)

902,899

Property, plant and equipment, net
 
8,086

 
1,002,982

 
2,304,063

 

 
3,315,131

Equity method investments
 
3,085,274

 
2,110,299

 

 
(4,910,292
)
 
285,281

Goodwill
 

 

 
257,302

 

 
257,302

Other intangible assets
 
10

 
127,783

 
270,850

 

 
398,643

Other noncurrent assets, net
 
45,587

 
3,097

 
83,916

 

 
132,600

Noncurrent assets held for sale
 

 

 
84,961

 

 
84,961

Total assets
 
$
3,178,134


$
3,914,707


$
3,202,898


$
(4,918,922
)

$
5,376,817

LIABILITIES AND OWNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
646

 
$
533,651

 
$
53,601

 
$

 
$
587,898

Payable to affiliates
 
10

 
6,961

 

 

 
6,971

Accrued liabilities
 
38,747

 
26,092

 
66,570

 
(2
)
 
131,407

Current liabilities held for sale
 

 

 
23,847

 

 
23,847

Other current liabilities
 
1,922

 
5,532

 
8,984

 

 
16,438

Total current liabilities
 
41,325


572,236


153,002


(2
)

766,561

Long-term debt
 
1,474,491

 
572,558

 
829,236

 
(23,190
)
 
2,853,095

Deferred income taxes
 
1,892

 

 
44,693

 

 
46,585

Other noncurrent liabilities
 
2,061

 

 
36,434

 

 
38,495

Noncurrent liabilities held for sale
 

 

 
13,716

 

 
13,716

Commitments and contingencies
 


 


 


 


 


Total owners’ equity
 
1,658,365

 
2,769,913


2,125,817


(4,895,730
)

1,658,365

Total liabilities and owners’ equity
 
$
3,178,134


$
3,914,707


$
3,202,898


$
(4,918,922
)

$
5,376,817








Condensed Consolidating Guarantor Statements of Operations
 
Three Months Ended June 30, 2018
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Product
$

 
$
423,290

 
$

 
$

 
$
423,290

Service

 
41,102

 
107,862

 

 
148,964

Lease

 

 
4,251

 

 
4,251

Other

 

 
19,289

 

 
19,289

Total revenues


464,392


131,402




595,794

Expenses:
 
 
 
 
 
 
 
 

Costs of products sold, exclusive of depreciation and amortization shown below

 
411,982

 
107

 

 
412,089

Operating

 
28,632

 
61,613

 

 
90,245

General and administrative
6,489

 
6,091

 
10,306

 

 
22,886

Depreciation and amortization
770

 
19,622

 
31,363

 

 
51,755

Loss (gain) on disposal or impairment, net
83,322

 
(72,324
)
 
(9,174
)
 

 
1,824

Total expenses
90,581


394,003


94,215




578,799

Earnings from equity method investments
100,135

 
28,424

 

 
(114,208
)
 
14,351

Operating income
9,554


98,813


37,187


(114,208
)

31,346

Other expenses (income), net:
 
 
 
 
 
 
 
 

Interest expense
17,862

 
11,966

 
6,076

 

 
35,904

Foreign currency transaction loss (gain)
2,063

 
344

 
(93
)
 

 
2,314

Other income, net
(121
)
 
(3
)
 
(409
)
 

 
(533
)
Total other expenses, net
19,804


12,307


5,574




37,685

Income (loss) before income taxes
(10,250
)

86,506


31,613


(114,208
)

(6,339
)
Income tax expense (benefit)
(7,524
)
 

 
3,911

 

 
(3,613
)
Net income (loss)
(2,726
)

86,506


27,702


(114,208
)

(2,726
)
Other comprehensive income (loss), net of income taxes
(4,479
)
 
411

 
10,248

 

 
6,180

Comprehensive income (loss)
$
(7,205
)

$
86,917


$
37,950


$
(114,208
)

$
3,454

 
Three Months Ended June 30, 2017
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Product
$

 
$
333,371

 
$
34,635

 
$

 
$
368,006

Service

 
37,549

 
50,938

 

 
88,487

Other

 

 
16,596

 

 
16,596

Total revenues


370,920


102,169




473,089

Expenses:
 
 
 
 
 
 
 
 
 
Costs of products sold, exclusive of depreciation and amortization shown below

 
310,506

 
29,601

 

 
340,107

Operating

 
27,809

 
45,537

 

 
73,346

General and administrative
10,613

 
7,754

 
8,452

 

 
26,819

Depreciation and amortization
530

 
17,667

 
7,405

 

 
25,602

Gain on disposal or impairment, net

 
(18
)
 
(216
)
 

 
(234
)
Total expenses
11,143


363,718


90,779




465,640

Earnings from equity method investments
25,104

 
17,298

 
1,771

 
(26,420
)
 
17,753

Operating income
13,961


24,500


13,161


(26,420
)

25,202

Other expenses (income), net:
 
 
 
 
 
 
 
 
 
Interest expense (income)
4,725

 
9,709

 
(750
)
 
(207
)
 
13,477

Loss on early extinguishment of debt
8

 

 

 

 
8

Foreign currency transaction gain

 

 
(1,011
)
 

 
(1,011
)
Other income, net
(247
)
 
(3
)
 
(465
)
 
207

 
(508
)
Total other expense (income), net
4,486


9,706


(2,226
)



11,966

Income before income taxes
9,475

 
14,794


15,387


(26,420
)

13,236

Income tax expense (benefit)
(136
)
 

 
3,761

 

 
3,625

Net income
9,611


14,794


11,626


(26,420
)

9,611

Other comprehensive income (loss), net of income taxes
(5,369
)
 
(256
)
 
14,577

 

 
8,952

Comprehensive income
$
4,242


$
14,538


$
26,203


$
(26,420
)

$
18,563

 
Six Months Ended June 30, 2018
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Product
$

 
$
902,739

 
$
31,319

 
$

 
$
934,058

Service

 
78,612

 
202,247

 

 
280,859

Lease

 

 
8,580

 

 
8,580

Other

 

 
33,906

 

 
33,906

Total revenues

 
981,351


276,052




1,257,403

Expenses:
 
 
 
 
 
 
 
 

Costs of products sold, exclusive of depreciation and amortization shown below

 
881,980

 
26,241

 

 
908,221

Operating

 
56,173

 
103,863

 

 
160,036

General and administrative
12,975

 
11,860

 
24,528

 

 
49,363

Depreciation and amortization
1,494

 
38,353

 
62,444

 

 
102,291

Loss (gain) on disposal or impairment, net
132,610

 
(151,053
)
 
16,701

 

 
(1,742
)
Total expenses
147,079

 
837,313


233,777




1,218,169

Earnings from equity method investments
159,581

 
28,981

 

 
(161,597
)
 
26,965

Operating income
12,502


173,019


42,275


(161,597
)

66,199

Other expenses (income), net:
 
 
 
 
 
 
 
 

Interest expense
31,241

 
35,531

 
11,833

 
(240
)
 
78,365

Foreign currency transaction loss (gain)
6,466

 
147

 
(1,005
)
 

 
5,608

Other income, net
(856
)
 
(8
)
 
(859
)
 
240

 
(1,483
)
Total other expenses, net
36,851

 
35,670


9,969




82,490

Income (loss) before income taxes
(24,349
)
 
137,349


32,306


(161,597
)

(16,291
)
Income tax expense
11,412

 

 
8,058

 

 
19,470

Net income (loss)
(35,761
)
 
137,349


24,248


(161,597
)

(35,761
)
Other comprehensive income (loss), net of income taxes
(10,091
)
 
155

 
34,287

 

 
24,351

Comprehensive income (loss)
$
(45,852
)

$
137,504


$
58,535


$
(161,597
)

$
(11,410
)










 
Six Months Ended June 30, 2017
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Product
$

 
$
674,159

 
$
67,208

 
$

 
$
741,367

Service

 
75,599

 
81,081

 

 
156,680

Other

 

 
31,142

 

 
31,142

Total revenues

 
749,758

 
179,431

 

 
929,189

Expenses:
 
 
 
 
 
 
 
 
 
Costs of products sold, exclusive of depreciation and amortization shown below

 
632,163

 
56,942

 

 
689,105

Operating

 
55,763

 
69,666

 

 
125,429

General and administrative
16,543

 
14,249

 
17,739

 

 
48,531

Depreciation and amortization
1,003

 
34,497

 
14,701

 

 
50,201

Loss on disposal or impairment, net

 
1,964

 
212

 

 
2,176

Total expenses
17,546

 
738,636

 
159,260

 

 
915,442

Earnings from equity method investments
44,291

 
33,969

 
3,666

 
(47,082
)
 
34,844

Operating income
26,745


45,091


23,837


(47,082
)

48,591

Other expenses (income), net:
 
 
 
 
 
 
 
 
 
Interest expense (income)
10,591

 
18,671

 
(1,518
)
 
(400
)
 
27,344

Loss on early extinguishment of debt
19,930

 

 

 

 
19,930

Foreign currency transaction gain

 

 
(1,011
)
 

 
(1,011
)
Other income, net
(444
)
 
(5
)
 
(677
)
 
400

 
(726
)
Total other expense (income), net
30,077


18,666


(3,206
)



45,537

Income (loss) before income taxes
(3,332
)

26,425


27,043


(47,082
)

3,054

Income tax expense (benefit)
(2,666
)
 

 
6,386

 

 
3,720

Net income (loss)
(666
)

26,425


20,657


(47,082
)

(666
)
Other comprehensive income (loss), net of income taxes
(8,950
)
 
(330
)
 
24,265

 

 
14,985

Comprehensive income (loss)
$
(9,616
)

$
26,095


$
44,922


$
(47,082
)

$
14,319



Condensed Consolidating Guarantor Statements of Cash Flows
 
 
Six Months Ended June 30, 2018
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by (used in) operating activities
 
$
(48,349
)
 
$
58,071

 
$
86,724

 
$

 
$
96,446

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 

Capital expenditures
 
(747
)
 
(47,205
)
 
(186,342
)
 

 
(234,294
)
Proceeds from sale of long-lived assets
 

 
212

 
(58
)
 

 
154

Proceeds from business divestitures

 
155,447

 
6,753

 
(15,465
)
 

 
146,735

Contributions to equity method investments
 

 
(2,453
)
 

 

 
(2,453
)
Distributions in excess of equity in earnings of affiliates
 

 
11,636

 

 

 
11,636

Net cash provided (used in) investing activities
 
154,700


(31,057
)

(201,865
)


 
(78,222
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 
(475
)
 

 
(3,994
)
 

 
(4,469
)
Borrowings on credit facilities and issuance of senior notes, net of discount
 
399,000

 

 
598,500

 

 
997,500

Principal payments on credit facilities and other obligations
 
(157,769
)
 
(565,904
)
 
(592,125
)
 

 
(1,315,798
)
Proceeds from issuance preferred stock, net of offering costs
 
342,299

 

 

 

 
342,299

Repurchase of common stock for payment of statutory taxes due on equity-based compensation
 
(699
)
 

 

 

 
(699
)
Dividends paid
 
(74,423
)
 

 

 

 
(74,423
)
Proceeds from issuance of common stock under employee stock purchase plan
 
245

 

 

 

 
245

Intercompany borrowings (advances), net
 
(630,840
)
 
538,904

 
85,510

 
6,426

 

Net cash provided by (used in) financing activities
 
(122,662
)
 
(27,000
)

87,891


6,426

 
(55,345
)
Effect of exchange rate changes on cash and cash equivalents
 

 
(14
)
 
(1,240
)
 

 
(1,254
)
Change in cash and cash equivalents
 
(16,311
)
 


(28,490
)

6,426

 
(38,375
)
Cash and cash equivalents at beginning of period
 
32,457

 

 
69,872

 
(8,630
)
 
93,699

Cash and cash equivalents at end of period
 
$
16,146

 
$


$
41,382


$
(2,204
)
 
$
55,324

 
 
Six Months Ended June 30, 2017
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by (used in) operating activities
 
$
(11,065
)
 
$
76,696

 
$
26,663

 
$

 
$
92,294

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(2,959
)
 
(46,587
)
 
(161,552
)
 

 
(211,098
)
Proceeds from sale of long-lived assets
 

 
15,530

 
633

 

 
16,163

Contributions to equity method investments
 

 
(2,271
)
 
(7,356
)
 

 
(9,627
)
Distributions in excess of equity in earnings of affiliates
 

 
10,136

 
3,274

 

 
13,410

Net cash provided by (used in) investing activities
 
(2,959
)
 
(23,192
)

(165,001
)


 
(191,152
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 
(6,019
)
 

 

 

 
(6,019
)
Borrowings on credit facilities and issuance of senior notes, net of discount
 
550,018

 

 

 

 
550,018

Principal payments on credit facilities and other obligations
 
(388,719
)
 
(11
)
 

 

 
(388,730
)
Debt extinguishment costs
 
(16,293
)
 

 

 

 
(16,293
)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
 
(1,266
)
 

 

 

 
(1,266
)
Dividends paid
 
(59,493
)
 

 

 

 
(59,493
)
Proceeds from issuance of common stock under employee stock purchase plan
 
542

 

 

 

 
542

Intercompany borrowing (advances), net
 
(74,530
)
 
(53,493
)
 
125,830

 
2,193

 

Net cash provided by (used in) financing activities
 
4,240

 
(53,504
)

125,830


2,193

 
78,759

Effect of exchange rate changes on cash and cash equivalents
 

 

 
2,418

 

 
2,418

Change in cash and cash equivalents
 
(9,784
)
 


(10,090
)

2,193

 
(17,681
)
Cash and cash equivalents at beginning of period
 
19,002

 

 
59,796

 
(4,582
)
 
74,216

Cash and cash equivalents at end of period
 
$
9,218

 
$


$
49,706


$
(2,389
)
 
$
56,535

v3.10.0.1
Overview (Policies)
6 Months Ended
Jun. 30, 2018
Overview [Abstract]  
Basis of presentation
Basis of presentation
The accompanying condensed consolidated balance sheet at December 31, 2017, which is derived from audited financial statements, and the unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements include all normal and recurring adjustments that, in the opinion of management, are necessary to present fairly the financial position of the Company and the results of its operations and its cash flows.
Our condensed consolidated financial statements include the accounts of our controlled subsidiaries. All significant transactions between our consolidated subsidiaries have been eliminated.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Although management believes these estimates are reasonable, actual results could differ materially from these estimates. The results of operations for the three months and six months ended June 30, 2018, are not necessarily indicative of the results to be expected for the full year ending December 31, 2018.
Pursuant to the rules and regulations of the SEC, the accompanying condensed consolidated financial statements do not include all of the information and notes normally included with financial statements prepared in accordance with U.S. GAAP. Certain reclassifications have been made to conform previously reported balances to the current presentation. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2017, which are included in our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC.
Our significant accounting policies are consistent with those described in our Annual Report on Form 10-K for the year ended December 31, 2017.
Recent accounting pronouncements
Recently adopted accounting pronouncements
In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting”, to provide clarity and reduce diversity in practice in determining which changes to terms or conditions of a share-based payment award require an entity to apply modification accounting under Accounting Standards Codification Topic 718. We adopted this guidance in the first quarter of 2018. The impact was not material.
In March 2017, the FASB issued ASU 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost”, which requires that an employer disaggregate the service cost component from other components of net benefit cost. This ASU also provides explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allows only the service cost component of net benefit cost to be eligible for capitalization. We adopted this guidance retrospectively in the first quarter of 2018. For the three months and six months ended June 30, 2017, we reclassified $0.1 million and $0.1 million, respectively, of non-service pension costs from “general and administrative expense” to “other expense (income)”.
In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory”, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. We adopted this guidance in the first quarter of 2018. The impact was not material.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)”, to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update addresses eight different transaction types and clarifies how to classify each in the statement of cash flows, where previously there was unclear or no specific guidance. We adopted this guidance in the first quarter of 2018. The impact was not material.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, as amended, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than were required under previous U.S. GAAP.
On January 1, 2018, we adopted the guidance of ASU 2014-09, codified as Accounting Standards Codification 606 - Revenue from Contracts with Customers (“ASC 606”), using a modified retrospective approach. Upon adoption, a reduction to accumulated deficit of $11.5 million was recorded to reflect the impact of adoption related to uncompleted contracts at the date of adoption. The impacts of adoption to the current period results are as follows (in thousands):
 
June 30, 2018
 
Under ASC 606
 
Under ASC 605
 
Increase/(Decrease)
Accounts receivable, net
$
544,457

 
$
542,717

 
$
1,740

Other noncurrent assets
$
145,044

 
$
126,180

 
$
18,864

Other current liabilities
$
13,042

 
$
12,699

 
$
343

Deferred income taxes
$
55,070

 
$
49,385

 
$
5,685

Accumulated deficit
$
(82,983
)
 
$
(97,559
)
 
$
14,576


 
Three Months Ended June 30, 2018
 
Under ASC 606
 
Under ASC 605
 
Increase/(Decrease)
Revenue
$
595,794

 
$
590,082

 
$
5,712

Cost of sales
$
412,089

 
$
407,717

 
$
4,372

General and administrative expense
$
22,886

 
$
22,786

 
$
100

Income tax expense (benefit)
$
(3,613
)
 
$
(3,664
)
 
$
51

Net loss
$
(2,726
)
 
$
(3,915
)
 
$
1,189

Net loss attributable to common shareholders
$
(8,937
)
 
$
(10,126
)
 
$
1,189

Net loss per common share:
 
 
 
 
 
Basic
$
(0.11
)
 
$
(0.13
)
 
$
0.02

Diluted
$
(0.11
)
 
$
(0.13
)
 
$
0.02

 
Six Months Ended June 30, 2018
 
Under ASC 606
 
Under ASC 605
 
Increase/(Decrease)
Revenue
$
1,257,403

 
$
1,245,805

 
$
11,598

Cost of sales
$
908,221

 
$
900,308

 
$
7,913

General and administrative expense
$
49,363

 
$
49,163

 
$
200

Income tax expense (benefit)
$
19,470

 
$
19,047

 
$
423

Net loss
$
(35,761
)
 
$
(38,823
)
 
$
3,062

Net loss attributable to common shareholders
$
(46,804
)
 
$
(49,866
)
 
$
3,062

Net loss per common share:
 
 
 
 
 
Basic
$
(0.60
)
 
$
(0.64
)
 
$
0.04

Diluted
$
(0.60
)
 
$
(0.64
)
 
$
0.04




Changes to revenue primarily relate to the timing of recognition of deficiencies on take-or-pay agreements for which there is a contractual make-up period and a change to reporting certain gas gathering and processing fees as revenue rather than a reduction of cost of sales. Under ASC 605 - Revenue (“ASC 605”), revenue related to deficiencies with a make-up period was deferred until the contractual right to make-up a deficiency expired. Under ASC 606, we recognize all or a portion of revenue related to deficiencies before the make-up period expires if we determine that it is probable that the customer will not make-up all or some of its deficient volumes, for example if there is insufficient capacity to make up the deficient volumes. This may lead to earlier recognition of deficiency revenues under ASC 606 as compared with ASC 605.
Changes to cost of sales are due to how certain gathering and processing fees related to percentage of proceeds contracts are treated as revenues rather than reductions to purchase price of commodities (cost of sales).
Changes to accounts receivable, net and noncurrent receivables (included in other noncurrent assets on the condensed consolidated balance sheets) primarily relate to the timing of recognizing take-or-pay deficiencies with make-up rights as discussed above. Noncurrent receivables related to contracts for which we do not have the right to bill the customer for deficiencies until the contract expiration date.
Changes to other noncurrent assets include success fee payments to third parties for certain contracts which were expensed as incurred under ASC 605, but which have been recognized as assets under ASC 606 and are amortized to general and administrative expense in the consolidated statement of operations and comprehensive income (loss).
Changes to deferred income taxes primarily relate to the deferred tax impact of adoption entries.
Changes to retained earnings are due to the impact of adoption at January 1, 2018, as described above, and cumulative differences in net income through June 30, 2018.
See Note 10 for additional information.
Recent accounting pronouncements not yet adopted
In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. For public entities, this ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those years and early adoption is permitted in the year prior to the effective date. We will adopt this guidance in the first quarter of 2019. The amendments in this update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The impact is not expected to be material.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which introduces new guidance for estimating credit losses on certain types of financial instruments based on expected losses and the timing of the recognition of such losses. For public entities, this ASU is effective for annual periods beginning after December 15, 2019, and interim periods within those years and early adoption is permitted in the year prior to the effective date. We will adopt this guidance in the first quarter of 2020. The impact is not expected to be material.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, 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. The new guidance will be applied using a modified retrospective approach and early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements, but are not yet able to quantify the impact. We continue to monitor FASB activity related to this ASU and have engaged with various peer groups to assess certain interpretive issues related to this ASU. We will adopt this guidance in the first quarter of 2019.
v3.10.0.1
Financial Instruments (Policies)
6 Months Ended
Jun. 30, 2018
Financial Instruments And Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments, Policy [Policy Text Block]
“Level 1” measurements are based on inputs consisting of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. These include commodity futures contracts that are traded on an exchange.
“Level 2” measurements are based on inputs consisting of market observable and corroborated prices for similar derivative contracts. Assets and liabilities classified as Level 2 include over the counter (“OTC”) traded physical fixed priced purchases and sales forward contracts.
“Level 3” measurements are based on inputs from a pricing service and/or internal valuation models incorporating observable and unobservable market data. These could include commodity derivatives, such as forwards and swaps for which there is not a highly liquid market and therefore are not included in Level 2 above and interest rate swaps for which certain unobservable inputs are used in the valuation.
Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value levels. At June 30, 2018, all of our physical fixed price forward purchases and sales commodity contracts were being accounted for as normal purchases and normal sales.
v3.10.0.1
Overview (Tables)
6 Months Ended
Jun. 30, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]  
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]
The impacts of adoption to the current period results are as follows (in thousands):
 
June 30, 2018
 
Under ASC 606
 
Under ASC 605
 
Increase/(Decrease)
Accounts receivable, net
$
544,457

 
$
542,717

 
$
1,740

Other noncurrent assets
$
145,044

 
$
126,180

 
$
18,864

Other current liabilities
$
13,042

 
$
12,699

 
$
343

Deferred income taxes
$
55,070

 
$
49,385

 
$
5,685

Accumulated deficit
$
(82,983
)
 
$
(97,559
)
 
$
14,576


 
Three Months Ended June 30, 2018
 
Under ASC 606
 
Under ASC 605
 
Increase/(Decrease)
Revenue
$
595,794

 
$
590,082

 
$
5,712

Cost of sales
$
412,089

 
$
407,717

 
$
4,372

General and administrative expense
$
22,886

 
$
22,786

 
$
100

Income tax expense (benefit)
$
(3,613
)
 
$
(3,664
)
 
$
51

Net loss
$
(2,726
)
 
$
(3,915
)
 
$
1,189

Net loss attributable to common shareholders
$
(8,937
)
 
$
(10,126
)
 
$
1,189

Net loss per common share:
 
 
 
 
 
Basic
$
(0.11
)
 
$
(0.13
)
 
$
0.02

Diluted
$
(0.11
)
 
$
(0.13
)
 
$
0.02

 
Six Months Ended June 30, 2018
 
Under ASC 606
 
Under ASC 605
 
Increase/(Decrease)
Revenue
$
1,257,403

 
$
1,245,805

 
$
11,598

Cost of sales
$
908,221

 
$
900,308

 
$
7,913

General and administrative expense
$
49,363

 
$
49,163

 
$
200

Income tax expense (benefit)
$
19,470

 
$
19,047

 
$
423

Net loss
$
(35,761
)
 
$
(38,823
)
 
$
3,062

Net loss attributable to common shareholders
$
(46,804
)
 
$
(49,866
)
 
$
3,062

Net loss per common share:
 
 
 
 
 
Basic
$
(0.60
)
 
$
(0.64
)
 
$
0.04

Diluted
$
(0.60
)
 
$
(0.64
)
 
$
0.04

v3.10.0.1
Equity Method Investments (Tables)
6 Months Ended
Jun. 30, 2018
Schedule of Equity Method Investments [Line Items]  
Schedule of equity method investments [Table Text Block]
Our equity method investments consisted of the following (in thousands):
 
June 30, 2018
 
December 31, 2017
White Cliffs Pipeline, L.L.C.
$
257,179

 
$
266,362

NGL Energy Partners LP
18,941

 
18,919

Total equity method investments
$
276,120

 
$
285,281

Cash distributions received from equity method investments consisted of the following (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
White Cliffs Pipeline, L.L.C.
$
19,429

 
$
22,514

 
$
38,579

 
$
40,704

Glass Mountain Pipeline, LLC

 
3,437

 

 
6,940

Total cash distributions received from equity method investments
$
19,429

 
$
25,951

 
$
38,579

 
$
47,644

Our earnings from equity method investments consisted of the following (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
White Cliffs Pipeline, L.L.C.
$
14,338

 
$
15,976

 
$
26,943

 
$
31,169

Glass Mountain Pipeline, LLC

 
1,771

 

 
3,666

NGL Energy Partners LP
13

 
6

 
22

 
9

Total earnings from equity method investments
$
14,351

 
$
17,753

 
$
26,965

 
$
34,844

White Cliffs Pipeline, L.L.C. [Member]  
Schedule of Equity Method Investments [Line Items]  
Schedule of equity method investments [Table Text Block]
Certain unaudited summarized income statement information of White Cliffs for the three months and six months ended June 30, 2018 and 2017, is shown below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Revenue
$
44,209

 
$
49,659

 
$
84,600

 
$
99,843

Cost of products sold, exclusive of depreciation and amortization shown below
$
(415
)
 
$
4,338

 
$
(31
)
 
$
8,451

Operating, general and administrative expenses
$
6,594

 
$
5,886

 
$
11,997

 
$
12,126

Depreciation and amortization expense
$
9,606

 
$
9,209

 
$
19,197

 
$
18,465

Net income
$
28,423

 
$
30,185

 
$
53,437

 
$
60,760

v3.10.0.1
Financial Instruments (Tables)
6 Months Ended
Jun. 30, 2018
Financial Instruments And Fair Value Disclosures [Abstract]  
Fair Value of Financial Assets and Liabilities
The tables below summarize the balances of derivative assets and liabilities at June 30, 2018 and December 31, 2017 (in thousands):
 
June 30, 2018
 
Level 1
 
Level 2
 
Level 3
 
Netting (1)
 
Total - Net
Assets:
 
 
 
 
 
 
 
 
 
Commodity derivatives (2)
$
500

 
$

 
$

 
$
(500
)
 
$

Interest rate swaps

 

 
166

 

 
166

Total assets
500

 

 
166

 
(500
)
 
166

Liabilities:
 
 
 
 
 
 
 
 
 
Commodity derivatives
8,503

 

 

 
(500
)
 
8,003

Foreign currency forwards

 
2,513

 

 

 
2,513

Interest rate swaps

 

 
56

 

 
56

Total liabilities
8,503

 
2,513

 
56

 
(500
)
 
10,572

Net assets (liabilities) at fair value
$
(8,003
)
 
$
(2,513
)
 
$
110

 
$

 
$
(10,406
)
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
Level 1
 
Level 2
 
Level 3
 
Netting (1)
 
Total - Net
Assets:
 
 
 
 
 
 
 
 
 
Commodity derivatives (2)
$
602

 
$

 
$

 
$
(602
)
 
$

Foreign currency forwards

 
2,564

 

 

 
2,564

Total assets
602

 
2,564

 

 
(602
)
 
2,564

Liabilities:


 


 


 


 


Commodity derivatives
1,970

 

 

 
(602
)
 
1,368

Interest rate swaps

 

 
1,228

 

 
1,228

Total liabilities
1,970

 

 
1,228

 
(602
)
 
2,596

Net assets (liabilities) at fair value
$
(1,368
)
 
$
2,564

 
$
(1,228
)
 
$

 
$
(32
)
(1) Relates primarily to exchange traded futures. Gain and loss positions on multiple contracts are settled net on a daily basis with the exchange.
(2) Commodity derivatives are subject to netting arrangements.
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]
The following table summarizes changes in the fair value of our net financial liabilities classified as Level 3 in the fair value hierarchy (in thousands):
 
Three Months Ended June 30, 2018
 
Six Months Ended June 30, 2018
Net assets (liabilities) at beginning of the period
$
130

 
$
(1,228
)
Transfers out of Level 3

 

Realized/Unrealized gain (loss) included in earnings*
(84
)
 
1,219

Settlements
64

 
119

Net assets (liabilities) at end of period
$
110

 
$
110

*Gains and losses related to interest rate swaps are recorded in interest expense in the condensed consolidated statements of operations and comprehensive income (loss).
Schedule of Realized and Unrealized Gains (Losses) from Commodity Derivatives
Realized and unrealized gains (losses) from our commodity derivatives were recorded to product revenue in the following amounts (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Commodity contracts
$
(9,094
)
 
$
4,122

 
$
(12,230
)
 
$
8,783

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]
We have recorded the fair value of our commodity derivative instruments on our condensed consolidated balance sheets in “other current assets” and “other current liabilities” in the following amounts (in thousands):
 
June 30, 2018
 
December 31, 2017
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Commodity contracts
$

 
$
8,003

 
$

 
$
1,368

Schedule of Notional Quantities for Commodity Derivative Instruments
The following table sets forth the notional quantities for derivative instruments entered into (in thousands of barrels):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Sales
3,624

 
2,282

 
7,763

 
6,594

Purchases
3,816

 
2,821

 
7,191

 
6,952

v3.10.0.1
Long-Term Debt (Tables)
6 Months Ended
Jun. 30, 2018
Debt Instrument [Line Items]  
Summary of Long-Term Debt
We had the following outstanding letters of credit at June 30, 2018 (dollars in thousands):
SemGroup $1.0 billion revolving credit facility
1.75%
$
28,335

Secured bi-lateral (1)
1.75%
$
62,393

(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.
Our long-term debt consisted of the following (dollars in thousands):
 
Interest rate at June 30, 2018
 
June 30,
2018
 
December 31,
2017
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
5.750%
 
25,000

 

Eurodollar borrowings
4.062%
 
350,000

 
131,000

HFOTCO acquisition final payment 

 

 
565,868

HFOTCO term loan B (2)
5.090%
 
600,000

 
532,125

HFOTCO tax exempt notes payable due 2050
3.087%
 
225,000

 
225,000

HFOTCO $75 million revolving credit facility

 

 
60,000

Capital leases
 
 

 
25

Unamortized premium (discount) and debt issuance costs, net
 
 
(34,106
)
 
(30,398
)
Total long-term debt, net
 
 
2,540,894

 
2,858,620

Less: current portion of long-term debt
 
 
6,000

 
5,525

Noncurrent portion of long-term debt, net
 
 
$
2,534,894

 
$
2,853,095


(1)
SemGroup $1.0 billion corporate revolving credit facility matures on March 15, 2021.
(2)
HFOTCO term loan B is due in quarterly installments of $1.5 million with a final payment due on June 26, 2025.
v3.10.0.1
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2018
Long-term Purchase Commitment [Line Items]  
Summary Of Purchase And Sale Commitments
We account for derivatives at fair value with the exception of commitments that have been designated as normal purchases and sales for which we do not record assets or liabilities related to these agreements until the product is purchased or sold. At June 30, 2018, such commitments included the following (in thousands):
 
Volume
(Barrels)
 
Value
Fixed price purchases
2,814

 
$
187,712

Fixed price sales
2,937

 
$
196,985

Floating price purchases
10,568

 
$
769,611

Floating price sales
15,735

 
$
989,740

Long-term Purchase Commitment [Table Text Block]
The approximate amount of future obligation is as follows (in thousands):
For year ending:
 
December 31, 2018
$
5,319

December 31, 2019
9,567

December 31, 2020
8,864

December 31, 2021
7,175

December 31, 2022
6,753

Thereafter
2,791

Total expected future payments
$
40,469

Recorded Unconditional Purchase Obligations [Table Text Block]
The approximate amount of future obligations is as follows (in thousands):
For year ending:
 
December 31, 2018
$
10,860

December 31, 2019
21,865

December 31, 2020
19,770

December 31, 2021
12,976

December 31, 2022
13,231

Thereafter
20,312

Total expected future payments
$
99,014



v3.10.0.1
Equity (Tables)
6 Months Ended
Jun. 30, 2018
Stockholders' Equity Note [Abstract]  
Changes In Condensed Consolidated Owners' Equity
The following table shows the changes in our consolidated owners’ equity accounts from December 31, 2017 to June 30, 2018 (in thousands):
 
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Owners’
Equity
Balance at December 31, 2017
$
786

$
1,770,117

$
(8,031
)
$
(50,706
)
$
(53,801
)
$
1,658,365

Adoption of ASC 606



11,513


11,513

Net loss



(35,761
)

(35,761
)
Other comprehensive income, net of income taxes




24,351

24,351

Dividends paid

(79,253
)



(79,253
)
Unvested dividend equivalent rights

(64
)



(64
)
Non-cash equity compensation

5,545




5,545

Issuance of common stock under compensation plans
1

520




521

Retirement of treasury stock
(2
)

8,031

(8,029
)


Repurchase of common stock


(699
)


(699
)
Balance at June 30, 2018
$
785

$
1,696,865

$
(699
)
$
(82,983
)
$
(29,450
)
$
1,584,518


Components of Accumulated Other Comprehensive Loss
The following table presents the changes in the components of accumulated other comprehensive loss from December 31, 2017 to June 30, 2018 (in thousands):
 
Currency
Translation
 
Employee
Benefit
Plans
 
Total
Balance at December 31, 2017
$
(51,014
)
 
$
(2,787
)
 
$
(53,801
)
Currency translation adjustment, net of income tax benefit of $8,073
(25,000
)
 

 
(25,000
)
Currency translation adjustment reclassified to gain (loss) on disposal, net of income tax expense of $15,935
49,346

 

 
49,346

Changes related to benefit plans, net of income tax expense of $1

 
5

 
5

Balance at June 30, 2018
$
(26,668
)
 
$
(2,782
)
 
$
(29,450
)
Dividends Declared [Table Text Block]
The following table sets forth the quarterly common stock dividends per share declared and/or paid to shareholders for the periods indicated:
Quarter Ending
 
Dividend Per Share
 
Date of Record
 
Date Paid
March 31, 2017
 
$
0.45

 
March 7, 2017
 
March 17, 2017
June 30, 2017
 
$
0.45

 
May 15, 2017
 
May 26, 2017
September 30, 2017
 
$
0.45

 
August 18, 2017
 
August 28, 2017
December 31, 2017
 
$
0.45

 
November 20, 2017
 
December 1, 2017
 
 
 
 
 
 
 
March 31, 2018
 
$
0.4725

 
March 9, 2018
 
March 19, 2018
June 30, 2018
 
$
0.4725

 
May 16, 2018
 
May 25, 2018
September 30, 2018
 
$
0.4725

 
August 20, 2018
 
August 29, 2018
v3.10.0.1
Revenue Revenue (Tables)
6 Months Ended
Jun. 30, 2018
Disaggregation of Revenue [Table Text Block]
Disaggregated revenue

Our revenue is disaggregated by segment and by activity below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Crude Transportation
 
 
 
 
 
 
 
Pipeline transportation
$
22,675

 
$
6,443

 
$
43,787

 
$
12,627

Truck transportation
12,804

 
14,477

 
25,968

 
28,826

 
 
 
 
 
 
 
 
Crude Facilities
 
 
 
 
 
 
 
Storage fees
7,460

 
7,183

 
15,009

 
15,064

Service fees
5,206

 
5,132

 
9,934

 
9,392

 
 
 
 
 
 
 
 
Crude Supply and Logistics
 
 
 
 
 
 
 
Product sales
381,719

 
291,319

 
825,118

 
588,790

 
 
 
 
 
 
 
 
HFOTCO
 
 
 
 
 
 
 
Storage fees
32,882

 

 
64,984

 

Service fees
8,810

 

 
16,577

 

Lease revenue
4,251

 

 
8,580

 

 
 
 
 
 
 
 
 
SemGas
 
 
 
 
 
 
 
Product sales
44,776

 
44,682

 
84,484

 
91,910

Service fees
17,598

 
13,705

 
33,785

 
28,141

 
 
 
 
 
 
 
 
SemCAMS
 
 
 
 
 
 
 
Service fees
50,402

 
43,554

 
80,944

 
65,946

Other revenue
19,229

 
16,561

 
33,832

 
30,966

 
 
 
 
 
 
 
 
Corporate and Other
 
 
 
 
 
 
 
Product sales

 
34,635

 
31,319

 
67,208

Storage fees
649

 
5,972

 
7,753

 
11,841

Service fees
215

 
1,447

 
3,070

 
3,470

Intersegment eliminations
(12,882
)
 
(12,021
)
 
(27,741
)
 
(24,992
)
 
 
 
 
 
 
 
 
Total revenue
$
595,794

 
$
473,089

 
$
1,257,403

 
$
929,189

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block]
However, certain of our agreements, such as "take-or-pay" agreements, do not qualify for the practical expedient. The amount and timing of revenue recognition for such contracts is presented below (in thousands):

 
2018
2019
2020
2021
2022
Thereafter
Expected timing of revenue recognized for remaining performance obligations
$
148,253

$
234,297

$
190,657

$
160,007

$
158,492

$
1,380,705

Contract with Customer, Asset and Liability [Table Text Block]
The balance of noncurrent receivables from customer contracts was (in thousands):

 
June 30,
2018
 
December 31,
2017
Noncurrent receivables
$
9,266

 
$

v3.10.0.1
Segments (Tables)
6 Months Ended
Jun. 30, 2018
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information
Our results by segment are presented in the tables below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
   Crude Transportation
 
 
 
 
 
 
 
External
$
28,648

 
$
14,019

 
$
54,716

 
$
27,998

Intersegment
6,831

 
6,901

 
15,039

 
13,455

   Crude Facilities
 
 
 
 
 
 
 
External
9,821

 
9,825

 
19,105

 
19,460

Intersegment
2,845

 
2,490

 
5,838

 
4,996

   Crude Supply and Logistics
 
 
 
 
 
 
 
External
381,719

 
291,319

 
825,118

 
588,790

HFOTCO
 
 
 
 
 
 
 
External
45,943

 

 
90,141

 

   SemGas
 
 
 
 
 
 
 
External
59,169

 
55,758

 
111,406

 
113,510

Intersegment
3,205

 
2,630

 
6,863

 
6,541

   SemCAMS
 
 
 
 
 
 
 
External
69,631

 
60,114

 
114,776

 
96,912

   Corporate and Other
 
 
 
 
 
 
 
External
864

 
42,054

 
42,142

 
82,519

Intersegment
(12,882
)
 
(12,021
)
 
(27,741
)
 
(24,992
)
Total Revenues
$
595,794

 
$
473,089

 
$
1,257,403

 
$
929,189

 
Three Months Ended June 30, 2018
 
Six Months Ended June 30, 2018
 
2018
 
2017
 
2018
 
2017
Earnings from equity method investments:
 
 
 
 
 
 
 
   Crude Transportation
$
14,338

 
$
17,747

 
$
26,943

 
$
34,835

   Corporate and Other
13

 
6

 
22

 
9

Total earnings from equity method investments
$
14,351

 
$
17,753

 
$
26,965

 
$
34,844

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Depreciation and amortization:
 
 
 
 
 
 
 
   Crude Transportation
$
13,053

 
$
6,498

 
$
25,529

 
$
12,425

   Crude Facilities
2,153

 
2,022

 
4,285

 
3,966

   Crude Supply and Logistics
198

 
78

 
391

 
140

HFOTCO
19,492

 

 
38,798

 

   SemGas
10,821

 
9,099

 
21,270

 
18,026

   SemCAMS
5,264

 
4,434

 
10,502

 
8,930

   Corporate and Other
774

 
3,471

 
1,516

 
6,714

Total depreciation and amortization
$
51,755


$
25,602

 
$
102,291

 
$
50,201

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Income tax expense (benefit):
 
 
 
 
 
 
 
HFOTCO
$
181

 
$

 
$
390

 
$

SemCAMS
3,136

 
2,267

 
6,106

 
3,691

Corporate and Other(1)
(6,930
)
 
1,358

 
12,974

 
29

Total income tax expense (benefit)
$
(3,613
)

$
3,625

 
$
19,470

 
$
3,720

(1) Corporate and Other includes the impact of intra-period tax allocation.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Segment profit:
 
 
 
 
 
 
 
   Crude Transportation
$
37,865

 
$
29,028

 
$
72,175

 
$
57,279

   Crude Facilities
9,683

 
9,481

 
19,024

 
19,045

   Crude Supply and Logistics
(1,959
)
 
(2,173
)
 
(8,542
)
 
(4,601
)
HFOTCO
34,804

 

 
65,792

 

   SemGas
15,437

 
19,483

 
29,714

 
37,711

   SemCAMS
21,448

 
19,038

 
43,561

 
35,902

   Corporate and Other
(172
)
 
8,296

 
10,791

 
16,663

Total segment profit
$
117,106


$
83,153

 
$
232,515

 
$
161,999

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Reconciliation of segment profit to net income (loss):
 
 
 
 
 
 
 
   Total segment profit
$
117,106

 
$
83,153

 
$
232,515

 
$
161,999

     Less:
 
 
 
 
 
 
 
Adjustment to reflect equity earnings on an EBITDA basis
4,886

 
6,692

 
9,769

 
13,401

Net unrealized loss (gain) related to commodity derivative instruments
4,409

 
(928
)
 
6,635

 
(901
)
General and administrative expense
22,886

 
26,819

 
49,363

 
48,531

Depreciation and amortization
51,755

 
25,602

 
102,291

 
50,201

Loss (gain) on disposal or impairment, net
1,824

 
(234
)
 
(1,742
)
 
2,176

Interest expense
35,904

 
13,477

 
78,365

 
27,344

Loss on early extinguishment of debt

 
8

 

 
19,930

Foreign currency transaction loss (gain)
2,314

 
(1,011
)
 
5,608

 
(1,011
)
Other income, net
(533
)
 
(508
)
 
(1,483
)
 
(726
)
Income tax expense (benefit)
(3,613
)
 
3,625

 
19,470

 
3,720

   Net income (loss)
$
(2,726
)

$
9,611


$
(35,761
)

$
(666
)
 
June 30,
2018
 
December 31,
2017
Total assets (excluding intersegment receivables):
 
 
 
   Crude Transportation
$
1,027,033

 
$
1,039,399

   Crude Facilities
149,143

 
153,953

   Crude Supply and Logistics
523,464

 
674,684

   HFOTCO
2,030,483

 
2,003,298

   SemGas
722,568

 
714,777

   SemCAMS
615,889

 
518,900

   Corporate and Other
103,095

 
271,806

Total assets
$
5,171,675

 
$
5,376,817

 
June 30,
2018
 
December 31,
2017
Equity investments:
 
 
 
   Crude Transportation
$
257,179

 
$
266,362

   Corporate and Other
18,941

 
18,919

Total equity investments
$
276,120


$
285,281

v3.10.0.1
Earnings Per Share (Tables)
6 Months Ended
Jun. 30, 2018
Earnings Per Share [Abstract]  
Basic and diluted earnings per share
The following summarizes the calculation of basic earnings per share for the three months and six months ended June 30, 2018 and 2017 (in thousands, except per share amounts):
 
Three Months Ended June 30, 2018
 
Three Months Ended June 30, 2017
Income (loss)
$
(2,726
)
 
$
9,611

Less: cumulative preferred stock dividends
6,211

 

Net income (loss) attributable to common shareholders
$
(8,937
)
 
$
9,611

Weighted average common stock outstanding
78,319

 
65,749

Basic income (loss) per share
$
(0.11
)
 
$
0.15

 
Six Months Ended June 30, 2018
 
Six Months Ended June 30, 2017
Net loss
$
(35,761
)
 
$
(666
)
Less: cumulative preferred stock dividends
11,043

 

Net loss attributable to common shareholders
$
(46,804
)
 
$
(666
)
Weighted average common stock outstanding
78,259

 
65,717

Basic loss per share
$
(0.60
)
 
$
(0.01
)
The following summarizes the calculation of diluted earnings per share for the three months and six months ended June 30, 2018 and 2017 (in thousands, except per share amounts):
 
Three Months Ended June 30, 2018
 
Three Months Ended June 30, 2017
Income (loss)
$
(2,726
)
 
$
9,611

Less: cumulative preferred stock dividends
6,211

 

Net income (loss) attributable to common shareholders
$
(8,937
)
 
$
9,611

Weighted average common stock outstanding
78,319

 
65,749

Effect of dilutive securities

 
528

Diluted weighted average common stock outstanding
78,319

 
66,277

Diluted income (loss) per share
$
(0.11
)
 
$
0.15

 
Six Months Ended June 30, 2018
 
Six Months Ended June 30, 2017
Net loss
$
(35,761
)
 
$
(666
)
Less: cumulative preferred stock dividends
11,043

 

Net loss attributable to common shareholders
$
(46,804
)
 
$
(666
)
Weighted average common stock outstanding
78,259

 
65,717

Effect of dilutive securities

 

Diluted weighted average common stock outstanding
78,259

 
65,717

Diluted loss per share
$
(0.60
)
 
$
(0.01
)
v3.10.0.1
Supplemental Cash Flow Information (Tables)
6 Months Ended
Jun. 30, 2018
Supplemental Cash Flow Information [Abstract]  
Schedule of Changes in Operating Assets and Liabilities
The following table summarizes the changes in the components of operating assets and liabilities shown on our condensed consolidated statements of cash flows (in thousands):
 
Six Months Ended June 30,
 
2018
 
2017
Decrease (increase) in restricted cash
$
33

 
$
(3
)
Decrease (increase) in accounts receivable
99,923

 
43,717

Decrease (increase) in receivable from affiliates
(92
)
 
16,805

Decrease (increase) in inventories
40,051

 
19,994

Decrease (increase) in other current assets
(7,338
)
 
(3,034
)
Decrease (increase) in other assets
(3,702
)
 
(14,710
)
Increase (decrease) in accounts payable and accrued liabilities
(111,712
)
 
(28,909
)
Increase (decrease) in payable to affiliates
(6,088
)
 
(23,000
)
Increase (decrease) in other noncurrent liabilities
424

 
1,739

 
$
11,499

 
$
12,599

v3.10.0.1
Related Party Transactions (Tables)
6 Months Ended
Jun. 30, 2018
Related Party Transactions [Abstract]  
Related Party Transactions
During the three months and six months ended June 30, 2018 and 2017, we generated the following transactions with related parties (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
NGL Energy
 
 
 
 
 
 
 
   Revenues
$
998

 
$
2,512

 
$
7,178

 
$
24,716

   Purchases
$
144

 
$
1,564

 
$
380

 
$
17,148

 
 
 
 
 
 
 
 
White Cliffs
 
 
 
 
 
 
 
   Crude oil revenues
$

 
$

 
$

 
$
436

   Storage revenues
$
1,088

 
$
1,088

 
$
2,176

 
$
2,176

   Transportation fees
$
2,697

 
$
2,386

 
$
6,320

 
$
5,041

   Management fees
$
133

 
$
127

 
$
266

 
$
254

   Crude oil purchases
$

 
$
4,613

 
$
895

 
$
8,616

v3.10.0.1
Condensed Consolidating Guarantor Financial Statements (Tables)
6 Months Ended
Jun. 30, 2018
Condensed Consolidating Guarantor Financial Statements [Abstract]  
Schedule of Condensed Balance Sheet [Table Text Block]
Condensed Consolidating Guarantor Balance Sheets
 
 
June 30, 2018
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
16,146

 
$

 
$
41,382

 
$
(2,204
)
 
$
55,324

Accounts receivable
 
1

 
437,693

 
106,763

 

 
544,457

Receivable from affiliates
 
928

 
12

 
132

 

 
1,072

Inventories
 

 
66,711

 

 

 
66,711

Other current assets
 
8,373

 
14,802

 
5,125

 

 
28,300

Total current assets
 
25,448

 
519,218


153,402


(2,204
)

695,864

Property, plant and equipment, net
 
7,342

 
1,009,227

 
2,398,936

 

 
3,415,505

Equity method investments
 
3,629,794

 
1,432,344

 

 
(4,786,018
)
 
276,120

Goodwill
 

 

 
257,302

 

 
257,302

Other intangible assets
 
7

 
123,683

 
258,150

 

 
381,840

Other noncurrent assets, net
 
43,072

 
2,848

 
99,124

 

 
145,044

Total assets
 
$
3,705,663


$
3,087,320


$
3,166,914


$
(4,788,222
)

$
5,171,675

LIABILITIES, PREFERRED STOCK AND OWNERS’ EQUITY
 
 
 


 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
503

 
$
414,712

 
$
54,331

 
$

 
$
469,546

Payable to affiliates
 

 
825

 

 

 
825

Accrued liabilities
 
39,924

 
21,714

 
54,061

 
2

 
115,701

Other current liabilities
 
4,565

 
11,833

 
11,726

 

 
28,124

Total current liabilities
 
44,992

 
449,084

 
120,118

 
2

 
614,196

Long-term debt
 
1,720,286

 
6,547

 
814,608

 
(6,547
)
 
2,534,894

Deferred income taxes
 
7,052

 

 
48,018

 

 
55,070

Other noncurrent liabilities
 
1,685

 

 
34,182

 

 
35,867

Commitments and contingencies
 


 


 


 


 


Preferred stock
 
347,130

 

 

 

 
347,130

Total owners’ equity
 
1,584,518

 
2,631,689


2,149,988


(4,781,677
)

1,584,518

Total liabilities, preferred stock and owners’ equity
 
$
3,705,663


$
3,087,320


$
3,166,914


$
(4,788,222
)

$
5,171,675


 
 
December 31, 2017
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
32,457

 
$

 
$
69,872

 
$
(8,630
)
 
$
93,699

Accounts receivable
 
(9
)
 
562,967

 
90,526

 

 
653,484

Receivable from affiliates
 
58

 
1,421

 
212

 

 
1,691

Inventories
 

 
101,665

 

 

 
101,665

Current assets held for sale
 

 

 
38,063

 

 
38,063

Other current assets
 
6,671

 
4,493

 
3,133

 

 
14,297

Total current assets
 
39,177


670,546


201,806


(8,630
)

902,899

Property, plant and equipment, net
 
8,086

 
1,002,982

 
2,304,063

 

 
3,315,131

Equity method investments
 
3,085,274

 
2,110,299

 

 
(4,910,292
)
 
285,281

Goodwill
 

 

 
257,302

 

 
257,302

Other intangible assets
 
10

 
127,783

 
270,850

 

 
398,643

Other noncurrent assets, net
 
45,587

 
3,097

 
83,916

 

 
132,600

Noncurrent assets held for sale
 

 

 
84,961

 

 
84,961

Total assets
 
$
3,178,134


$
3,914,707


$
3,202,898


$
(4,918,922
)

$
5,376,817

LIABILITIES AND OWNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
646

 
$
533,651

 
$
53,601

 
$

 
$
587,898

Payable to affiliates
 
10

 
6,961

 

 

 
6,971

Accrued liabilities
 
38,747

 
26,092

 
66,570

 
(2
)
 
131,407

Current liabilities held for sale
 

 

 
23,847

 

 
23,847

Other current liabilities
 
1,922

 
5,532

 
8,984

 

 
16,438

Total current liabilities
 
41,325


572,236


153,002


(2
)

766,561

Long-term debt
 
1,474,491

 
572,558

 
829,236

 
(23,190
)
 
2,853,095

Deferred income taxes
 
1,892

 

 
44,693

 

 
46,585

Other noncurrent liabilities
 
2,061

 

 
36,434

 

 
38,495

Noncurrent liabilities held for sale
 

 

 
13,716

 

 
13,716

Commitments and contingencies
 


 


 


 


 


Total owners’ equity
 
1,658,365

 
2,769,913


2,125,817


(4,895,730
)

1,658,365

Total liabilities and owners’ equity
 
$
3,178,134


$
3,914,707


$
3,202,898


$
(4,918,922
)

$
5,376,817

Schedule of Condensed Income Statement [Table Text Block]
Condensed Consolidating Guarantor Statements of Operations
 
Three Months Ended June 30, 2018
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Product
$

 
$
423,290

 
$

 
$

 
$
423,290

Service

 
41,102

 
107,862

 

 
148,964

Lease

 

 
4,251

 

 
4,251

Other

 

 
19,289

 

 
19,289

Total revenues


464,392


131,402




595,794

Expenses:
 
 
 
 
 
 
 
 

Costs of products sold, exclusive of depreciation and amortization shown below

 
411,982

 
107

 

 
412,089

Operating

 
28,632

 
61,613

 

 
90,245

General and administrative
6,489

 
6,091

 
10,306

 

 
22,886

Depreciation and amortization
770

 
19,622

 
31,363

 

 
51,755

Loss (gain) on disposal or impairment, net
83,322

 
(72,324
)
 
(9,174
)
 

 
1,824

Total expenses
90,581


394,003


94,215




578,799

Earnings from equity method investments
100,135

 
28,424

 

 
(114,208
)
 
14,351

Operating income
9,554


98,813


37,187


(114,208
)

31,346

Other expenses (income), net:
 
 
 
 
 
 
 
 

Interest expense
17,862

 
11,966

 
6,076

 

 
35,904

Foreign currency transaction loss (gain)
2,063

 
344

 
(93
)
 

 
2,314

Other income, net
(121
)
 
(3
)
 
(409
)
 

 
(533
)
Total other expenses, net
19,804


12,307


5,574




37,685

Income (loss) before income taxes
(10,250
)

86,506


31,613


(114,208
)

(6,339
)
Income tax expense (benefit)
(7,524
)
 

 
3,911

 

 
(3,613
)
Net income (loss)
(2,726
)

86,506


27,702


(114,208
)

(2,726
)
Other comprehensive income (loss), net of income taxes
(4,479
)
 
411

 
10,248

 

 
6,180

Comprehensive income (loss)
$
(7,205
)

$
86,917


$
37,950


$
(114,208
)

$
3,454

 
Three Months Ended June 30, 2017
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Product
$

 
$
333,371

 
$
34,635

 
$

 
$
368,006

Service

 
37,549

 
50,938

 

 
88,487

Other

 

 
16,596

 

 
16,596

Total revenues


370,920


102,169




473,089

Expenses:
 
 
 
 
 
 
 
 
 
Costs of products sold, exclusive of depreciation and amortization shown below

 
310,506

 
29,601

 

 
340,107

Operating

 
27,809

 
45,537

 

 
73,346

General and administrative
10,613

 
7,754

 
8,452

 

 
26,819

Depreciation and amortization
530

 
17,667

 
7,405

 

 
25,602

Gain on disposal or impairment, net

 
(18
)
 
(216
)
 

 
(234
)
Total expenses
11,143


363,718


90,779




465,640

Earnings from equity method investments
25,104

 
17,298

 
1,771

 
(26,420
)
 
17,753

Operating income
13,961


24,500


13,161


(26,420
)

25,202

Other expenses (income), net:
 
 
 
 
 
 
 
 
 
Interest expense (income)
4,725

 
9,709

 
(750
)
 
(207
)
 
13,477

Loss on early extinguishment of debt
8

 

 

 

 
8

Foreign currency transaction gain

 

 
(1,011
)
 

 
(1,011
)
Other income, net
(247
)
 
(3
)
 
(465
)
 
207

 
(508
)
Total other expense (income), net
4,486


9,706


(2,226
)



11,966

Income before income taxes
9,475

 
14,794


15,387


(26,420
)

13,236

Income tax expense (benefit)
(136
)
 

 
3,761

 

 
3,625

Net income
9,611


14,794


11,626


(26,420
)

9,611

Other comprehensive income (loss), net of income taxes
(5,369
)
 
(256
)
 
14,577

 

 
8,952

Comprehensive income
$
4,242


$
14,538


$
26,203


$
(26,420
)

$
18,563

 
Six Months Ended June 30, 2018
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Product
$

 
$
902,739

 
$
31,319

 
$

 
$
934,058

Service

 
78,612

 
202,247

 

 
280,859

Lease

 

 
8,580

 

 
8,580

Other

 

 
33,906

 

 
33,906

Total revenues

 
981,351


276,052




1,257,403

Expenses:
 
 
 
 
 
 
 
 

Costs of products sold, exclusive of depreciation and amortization shown below

 
881,980

 
26,241

 

 
908,221

Operating

 
56,173

 
103,863

 

 
160,036

General and administrative
12,975

 
11,860

 
24,528

 

 
49,363

Depreciation and amortization
1,494

 
38,353

 
62,444

 

 
102,291

Loss (gain) on disposal or impairment, net
132,610

 
(151,053
)
 
16,701

 

 
(1,742
)
Total expenses
147,079

 
837,313


233,777




1,218,169

Earnings from equity method investments
159,581

 
28,981

 

 
(161,597
)
 
26,965

Operating income
12,502


173,019


42,275


(161,597
)

66,199

Other expenses (income), net:
 
 
 
 
 
 
 
 

Interest expense
31,241

 
35,531

 
11,833

 
(240
)
 
78,365

Foreign currency transaction loss (gain)
6,466

 
147

 
(1,005
)
 

 
5,608

Other income, net
(856
)
 
(8
)
 
(859
)
 
240

 
(1,483
)
Total other expenses, net
36,851

 
35,670


9,969




82,490

Income (loss) before income taxes
(24,349
)
 
137,349


32,306


(161,597
)

(16,291
)
Income tax expense
11,412

 

 
8,058

 

 
19,470

Net income (loss)
(35,761
)
 
137,349


24,248


(161,597
)

(35,761
)
Other comprehensive income (loss), net of income taxes
(10,091
)
 
155

 
34,287

 

 
24,351

Comprehensive income (loss)
$
(45,852
)

$
137,504


$
58,535


$
(161,597
)

$
(11,410
)










 
Six Months Ended June 30, 2017
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Product
$

 
$
674,159

 
$
67,208

 
$

 
$
741,367

Service

 
75,599

 
81,081

 

 
156,680

Other

 

 
31,142

 

 
31,142

Total revenues

 
749,758

 
179,431

 

 
929,189

Expenses:
 
 
 
 
 
 
 
 
 
Costs of products sold, exclusive of depreciation and amortization shown below

 
632,163

 
56,942

 

 
689,105

Operating

 
55,763

 
69,666

 

 
125,429

General and administrative
16,543

 
14,249

 
17,739

 

 
48,531

Depreciation and amortization
1,003

 
34,497

 
14,701

 

 
50,201

Loss on disposal or impairment, net

 
1,964

 
212

 

 
2,176

Total expenses
17,546

 
738,636

 
159,260

 

 
915,442

Earnings from equity method investments
44,291

 
33,969

 
3,666

 
(47,082
)
 
34,844

Operating income
26,745


45,091


23,837


(47,082
)

48,591

Other expenses (income), net:
 
 
 
 
 
 
 
 
 
Interest expense (income)
10,591

 
18,671

 
(1,518
)
 
(400
)
 
27,344

Loss on early extinguishment of debt
19,930

 

 

 

 
19,930

Foreign currency transaction gain

 

 
(1,011
)
 

 
(1,011
)
Other income, net
(444
)
 
(5
)
 
(677
)
 
400

 
(726
)
Total other expense (income), net
30,077


18,666


(3,206
)



45,537

Income (loss) before income taxes
(3,332
)

26,425


27,043


(47,082
)

3,054

Income tax expense (benefit)
(2,666
)
 

 
6,386

 

 
3,720

Net income (loss)
(666
)

26,425


20,657


(47,082
)

(666
)
Other comprehensive income (loss), net of income taxes
(8,950
)
 
(330
)
 
24,265

 

 
14,985

Comprehensive income (loss)
$
(9,616
)

$
26,095


$
44,922


$
(47,082
)

$
14,319

Schedule of Condensed Cash Flow Statement [Table Text Block]
 
 
Six Months Ended June 30, 2018
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by (used in) operating activities
 
$
(48,349
)
 
$
58,071

 
$
86,724

 
$

 
$
96,446

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 

Capital expenditures
 
(747
)
 
(47,205
)
 
(186,342
)
 

 
(234,294
)
Proceeds from sale of long-lived assets
 

 
212

 
(58
)
 

 
154

Proceeds from business divestitures

 
155,447

 
6,753

 
(15,465
)
 

 
146,735

Contributions to equity method investments
 

 
(2,453
)
 

 

 
(2,453
)
Distributions in excess of equity in earnings of affiliates
 

 
11,636

 

 

 
11,636

Net cash provided (used in) investing activities
 
154,700


(31,057
)

(201,865
)


 
(78,222
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 
(475
)
 

 
(3,994
)
 

 
(4,469
)
Borrowings on credit facilities and issuance of senior notes, net of discount
 
399,000

 

 
598,500

 

 
997,500

Principal payments on credit facilities and other obligations
 
(157,769
)
 
(565,904
)
 
(592,125
)
 

 
(1,315,798
)
Proceeds from issuance preferred stock, net of offering costs
 
342,299

 

 

 

 
342,299

Repurchase of common stock for payment of statutory taxes due on equity-based compensation
 
(699
)
 

 

 

 
(699
)
Dividends paid
 
(74,423
)
 

 

 

 
(74,423
)
Proceeds from issuance of common stock under employee stock purchase plan
 
245

 

 

 

 
245

Intercompany borrowings (advances), net
 
(630,840
)
 
538,904

 
85,510

 
6,426

 

Net cash provided by (used in) financing activities
 
(122,662
)
 
(27,000
)

87,891


6,426

 
(55,345
)
Effect of exchange rate changes on cash and cash equivalents
 

 
(14
)
 
(1,240
)
 

 
(1,254
)
Change in cash and cash equivalents
 
(16,311
)
 


(28,490
)

6,426

 
(38,375
)
Cash and cash equivalents at beginning of period
 
32,457

 

 
69,872

 
(8,630
)
 
93,699

Cash and cash equivalents at end of period
 
$
16,146

 
$


$
41,382


$
(2,204
)
 
$
55,324

 
 
Six Months Ended June 30, 2017
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by (used in) operating activities
 
$
(11,065
)
 
$
76,696

 
$
26,663

 
$

 
$
92,294

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(2,959
)
 
(46,587
)
 
(161,552
)
 

 
(211,098
)
Proceeds from sale of long-lived assets
 

 
15,530

 
633

 

 
16,163

Contributions to equity method investments
 

 
(2,271
)
 
(7,356
)
 

 
(9,627
)
Distributions in excess of equity in earnings of affiliates
 

 
10,136

 
3,274

 

 
13,410

Net cash provided by (used in) investing activities
 
(2,959
)
 
(23,192
)

(165,001
)


 
(191,152
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 
(6,019
)
 

 

 

 
(6,019
)
Borrowings on credit facilities and issuance of senior notes, net of discount
 
550,018

 

 

 

 
550,018

Principal payments on credit facilities and other obligations
 
(388,719
)
 
(11
)
 

 

 
(388,730
)
Debt extinguishment costs
 
(16,293
)
 

 

 

 
(16,293
)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
 
(1,266
)
 

 

 

 
(1,266
)
Dividends paid
 
(59,493
)
 

 

 

 
(59,493
)
Proceeds from issuance of common stock under employee stock purchase plan
 
542

 

 

 

 
542

Intercompany borrowing (advances), net
 
(74,530
)
 
(53,493
)
 
125,830

 
2,193

 

Net cash provided by (used in) financing activities
 
4,240

 
(53,504
)

125,830


2,193

 
78,759

Effect of exchange rate changes on cash and cash equivalents
 

 

 
2,418

 

 
2,418

Change in cash and cash equivalents
 
(9,784
)
 


(10,090
)

2,193

 
(17,681
)
Cash and cash equivalents at beginning of period
 
19,002

 

 
59,796

 
(4,582
)
 
74,216

Cash and cash equivalents at end of period
 
$
9,218

 
$


$
49,706


$
(2,389
)
 
$
56,535

v3.10.0.1
Overview Overview (Details 1) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Accounts receivable $ 544,457   $ 544,457   $ 653,484
Other noncurrent assets 145,044   145,044   132,600
Other Liabilities, Current 13,042   13,042   3,395
Deferred income taxes 55,070   55,070   46,585
Retained Earnings (Accumulated Deficit) (82,983)   (82,983)   $ (50,706)
Revenues 595,794 $ 473,089 1,257,403 $ 929,189  
Cost of Goods and Services Sold 412,089 340,107 908,221 689,105  
General and Administrative Expense 22,886 26,819 49,363 48,531  
Income tax expense (benefit) (3,613) 3,625 19,470 3,720  
Net loss (2,726) 9,611 (35,761) (666)  
Net income (loss) attributable to common shareholders $ (8,937) $ 9,611 $ (46,804) $ (666)  
Basic $ (0.11) $ 0.15 $ (0.60) $ (0.01)  
Diluted $ (0.11) $ 0.15 $ (0.60) $ (0.01)  
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Accounting Standards Update 2014-09 [Member]          
Accounts receivable $ 542,717   $ 542,717    
Other noncurrent assets 126,180   126,180    
Other Liabilities, Current 12,699   12,699    
Deferred income taxes 49,385   49,385    
Retained Earnings (Accumulated Deficit) (97,559)   (97,559)    
Revenues 590,082   1,245,805    
Cost of Goods and Services Sold 407,717   900,308    
General and Administrative Expense 22,786   49,163    
Income tax expense (benefit) (3,664)   19,047    
Net loss (3,915)   (38,823)    
Net income (loss) attributable to common shareholders $ (10,126)   $ (49,866)    
Basic $ (0.13)   $ (0.64)    
Diluted $ (0.13)   $ (0.64)    
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member]          
Accounts receivable $ 1,740   $ 1,740    
Other noncurrent assets 18,864   18,864    
Other Liabilities, Current 343   343    
Deferred income taxes 5,685   5,685    
Retained Earnings (Accumulated Deficit) 14,576   14,576    
Revenues 5,712   11,598    
Cost of Goods and Services Sold 4,372   7,913    
General and Administrative Expense 100   200    
Income tax expense (benefit) 51   423    
Net loss 1,189   3,062    
Net income (loss) attributable to common shareholders $ 1,189   $ 3,062    
Basic $ 0.02   $ 0.04    
Diluted $ 0.02   $ 0.04    
v3.10.0.1
Overview (Details Textual) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2018
Jan. 01, 2018
Accounting Standards Update 2017-07 [Member] | General and Administrative Expense [Member]      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results $ 0.1 $ 0.1  
Accounting Standards Update 2014-09 [Member] | Accumulated Deficit [Member]      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets     $ 11.5
v3.10.0.1
Disposal of long-lived assets (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Apr. 12, 2018
Mar. 15, 2018
Jun. 30, 2018
Jun. 30, 2018
SemMexico [Member]        
Disposal of long-lived assets [Line Items]        
Proceeds from Divestiture of Businesses   $ 70.7    
Disposal post-close adjustment, cash paid to buyer       $ 2.8
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal       1.6
Income (loss) from disposal, excluding discontinued operations, before tax, excluding gain/loss on disposal       2.3
SemLogistics [Member]        
Disposal of long-lived assets [Line Items]        
Proceeds from Divestiture of Businesses $ 73.1      
Accrued post-closing adjustment, disposal     $ 1.6 1.6
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal       0.4
Income (loss) from disposal, excluding discontinued operations, before tax, excluding gain/loss on disposal     0.4 $ 5.4
Glass Mountain Pipeline LLC [Member]        
Disposal of long-lived assets [Line Items]        
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal     $ 1.4  
v3.10.0.1
Equity Method Investments - Investment balances (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Schedule of Equity Method Investments [Line Items]    
Equity method investments $ 276,120 $ 285,281
White Cliffs Pipeline, L.L.C. [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity method investments 257,179 266,362
NGL Energy Partners LP [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity method investments $ 18,941 $ 18,919
v3.10.0.1
Equity Method Investments - Equity earnings, by investment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Schedule of Equity Method Investments [Line Items]        
Earnings from equity method investments $ 14,351 $ 17,753 $ 26,965 $ 34,844
White Cliffs Pipeline, L.L.C. [Member]        
Schedule of Equity Method Investments [Line Items]        
Earnings from equity method investments 14,338 15,976 26,943 31,169
Glass Mountain Pipeline LLC [Member]        
Schedule of Equity Method Investments [Line Items]        
Earnings from equity method investments 0 1,771 0 3,666
NGL Energy Partners LP [Member]        
Schedule of Equity Method Investments [Line Items]        
Earnings from equity method investments $ 13 $ 6 $ 22 $ 9
v3.10.0.1
Equity Method Investments - Distributions received, by investment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Schedule of Equity Method Investments [Line Items]        
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital $ 19,429 $ 25,951 $ 38,579 $ 47,644
White Cliffs Pipeline, L.L.C. [Member]        
Schedule of Equity Method Investments [Line Items]        
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital 19,429 22,514 38,579 40,704
Glass Mountain Pipeline LLC [Member]        
Schedule of Equity Method Investments [Line Items]        
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital $ 0 $ 3,437 $ 0 $ 6,940
v3.10.0.1
Equity Method Investments - Summarized financial information - White Cliffs (Details) - White Cliffs Pipeline, L.L.C. [Member] - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Summarized income statement information        
Equity Method Investment, Summarized Financial Information, Revenue $ 44,209 $ 49,659 $ 84,600 $ 99,843
Equity Method Investment, Summarized Financial Information, Cost of Sales (415) 4,338 (31) 8,451
Equity Method Investment, Summarized Financial Information, Operating, General and Administrative Expenses 6,594 5,886 11,997 12,126
Equity Method Investment, Summarized Financial Information, Depreciation and Amortization Expense 9,606 9,209 19,197 18,465
Equity Method Investment, Summarized Financial Information, Net Income (Loss) $ 28,423 $ 30,185 $ 53,437 $ 60,760
v3.10.0.1
Equity Method Investments (Details Textual) - USD ($)
$ in Millions
6 Months Ended
Dec. 22, 2017
Jun. 30, 2018
White Cliffs Pipeline, L.L.C. [Member]    
Schedule of Equity Method Investments [Line Items]    
Percentage of limited partner ownership interest   51.00%
Partners' Capital Account, Contributions   $ 1.8
Remaining expected capital contributions year one   $ 31.2
Glass Mountain Pipeline LLC [Member]    
Schedule of Equity Method Investments [Line Items]    
Proceeds from sale of common units of equity method investee $ 300.0  
NGL Energy Partners LP [Member] | General Partner [Member]    
Schedule of Equity Method Investments [Line Items]    
General partner ownership interest   11.78%
v3.10.0.1
Financial Instruments - Fair value of financial assets and liabilties (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Fair Value, Measurements, Recurring [Member]      
Fair Value of Financial Assets and Liabilities      
Derivative Asset $ 166   $ 2,564
Derivative Liability 10,572   2,596
Derivative Assets (Liabilities), at Fair Value, Net (10,406)   (32)
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]      
Fair Value of Financial Assets and Liabilities      
Derivative Asset, Fair Value, Gross Asset 500   602
Derivative Liability, Fair Value, Gross Liability 8,503   1,970
Derivative Assets (Liabilities), at Fair Value, Net (8,003)   (1,368)
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]      
Fair Value of Financial Assets and Liabilities      
Derivative Asset, Fair Value, Gross Asset 0   2,564
Derivative Liability, Fair Value, Gross Liability 2,513   0
Derivative Assets (Liabilities), at Fair Value, Net (2,513)   2,564
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]      
Fair Value of Financial Assets and Liabilities      
Derivative Asset, Fair Value, Gross Asset 166   0
Derivative Liability, Fair Value, Gross Liability 56   1,228
Derivative Assets (Liabilities), at Fair Value, Net 110   (1,228)
Fair Value, Measurements, Recurring [Member] | Not Designated as Hedging Instrument [Member]      
Fair Value of Financial Assets and Liabilities      
Derivative Asset, Fair Value, Gross Liability (500)   (602)
Derivative Liability, Fair Value, Gross Asset (500)   (602)
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member]      
Fair Value of Financial Assets and Liabilities      
Derivative Asset 0   0
Derivative Liability 8,003   1,368
Commodity Contract [Member] | Fair Value, Measurements, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 1 [Member]      
Fair Value of Financial Assets and Liabilities      
Derivative Asset, Fair Value, Gross Asset 500   602
Derivative Asset, Fair Value, Gross Liability (500)   (602)
Derivative Liability, Fair Value, Gross Liability 8,503   1,970
Derivative Liability, Fair Value, Gross Asset (500)   (602)
Foreign Exchange Forward [Member] | Fair Value, Measurements, Recurring [Member]      
Fair Value of Financial Assets and Liabilities      
Derivative Asset     2,564
Derivative Liability 2,513    
Foreign Exchange Forward [Member] | Fair Value, Measurements, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member]      
Fair Value of Financial Assets and Liabilities      
Derivative Asset, Fair Value, Gross Asset     2,564
Derivative Liability, Fair Value, Gross Liability 2,513    
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 3 [Member]      
Fair Value of Financial Assets and Liabilities      
Derivative Assets (Liabilities), at Fair Value, Net (110) $ (130) 1,228
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member]      
Fair Value of Financial Assets and Liabilities      
Derivative Asset 166    
Derivative Liability 56   1,228
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 3 [Member]      
Fair Value of Financial Assets and Liabilities      
Derivative Asset, Fair Value, Gross Asset 166    
Derivative Liability, Fair Value, Gross Liability $ 56   $ 1,228
v3.10.0.1
Financial Instruments Financial Instruments - Level 3 Changes in Fair Value (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2018
Fair Value, Measurements, Recurring [Member]    
Derivative [Line Items]    
Derivative Assets (Liabilities), at Fair Value, Net   $ 32
Derivative Assets (Liabilities), at Fair Value, Net $ 10,406 10,406
Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]    
Derivative [Line Items]    
Derivative, Gain (Loss) on Derivative, Net 100 (1,200)
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]    
Derivative [Line Items]    
Derivative Assets (Liabilities), at Fair Value, Net   1,228
Derivative Assets (Liabilities), at Fair Value, Net (110) (110)
Fair Value, Inputs, Level 3 [Member] | Not Designated as Hedging Instrument [Member] | Interest Rate Swap [Member]    
Derivative [Line Items]    
Derivative Assets (Liabilities), at Fair Value, Net 130 (1,228)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 0 0
Derivative, Gain (Loss) on Derivative, Net [1] (84) 1,219
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Settlements 64 119
Derivative Assets (Liabilities), at Fair Value, Net $ 110 $ 110
[1] *Gains and losses related to interest rate swaps are recorded in interest expense in the condensed consolidated statements of operations and comprehensive income (loss).
v3.10.0.1
Financial Instruments - Notional amounts (Details) - Not Designated as Hedging Instrument [Member] - Commodity Contract [Member] - bbl
bbl in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Short [Member]        
Derivative [Line Items]        
Derivative, Nonmonetary Notional Amount, Volume 3,624 2,282 7,763 6,594
Long [Member]        
Derivative [Line Items]        
Derivative, Nonmonetary Notional Amount, Volume 3,816 2,821 7,191 6,952
v3.10.0.1
Financial Instruments - Fair value of commodity derivative assets and liabilities (Details) - Commodity Contract [Member] - Not Designated as Hedging Instrument [Member] - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Other Current Assets [Member]    
Derivatives, Fair Value [Line Items]    
Derivative Asset $ 0 $ 0
Other Current Liabilities [Member]    
Derivatives, Fair Value [Line Items]    
Derivative Liability $ 8,003 $ 1,368
v3.10.0.1
Financial Instruments - Realized and unrealized gains and losses (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Commodity Contract [Member] | Not Designated as Hedging Instrument [Member]        
Schedule of Realized and Unrealized Gains (Losses) from Commodity Derivatives        
Realized and unrealized gains (losses) from commodity derivatives $ (9,094) $ 4,122 $ (12,230) $ 8,783
v3.10.0.1
Financial Instruments (Details Textual) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2018
Dec. 31, 2017
Offsetting Assets [Line Items]      
Margin Deposit Assets $ 9.6 $ 9.6 $ 1.9
Derivative Asset, Fair Value, Amount Offset Against Collateral 1.6 1.6 $ 0.5
Largest Customer [Member] | Supplier Concentration Risk [Member] | Cost of Sales [Member]      
Offsetting Assets [Line Items]      
Purchases of Product 59.0 93.9  
Largest Customer [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member]      
Offsetting Assets [Line Items]      
Revenue from Contract with Customer, Excluding Assessed Tax 190.7 $ 420.2  
Largest Customer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]      
Offsetting Assets [Line Items]      
Concentration Risk, Percentage   12.00%  
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member]      
Offsetting Assets [Line Items]      
Derivative, Notional Amount 489.7 $ 489.7  
Realized and unrealized gains (losses) from commodity derivatives 0.1 (1.2)  
Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member]      
Offsetting Assets [Line Items]      
Derivative, Notional Amount 95.0 95.0  
Realized and unrealized gains (losses) from commodity derivatives 2.1 6.5  
Other Current Assets [Member] | Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member]      
Offsetting Assets [Line Items]      
Derivative Asset 0.1 0.1  
Other Current Liabilities [Member] | Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member]      
Offsetting Assets [Line Items]      
Derivative Liability $ 2.5 $ 2.5  
v3.10.0.1
Income Taxes (Details Textual) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Income Taxes (Textual) [Abstract]        
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent     21.00%  
Effective Income Tax Rate Reconciliation, Percent 57.00% 27.00% (120.00%) 122.00%
Other Tax Expense (Benefit)     $ 10.0  
Restricted Stock [Member]        
Income Taxes (Textual) [Abstract]        
Other Tax Expense (Benefit)     1.7 $ 1.4
Foreign tax credits and offset to branch deferreds [Member]        
Income Taxes (Textual) [Abstract]        
Other Tax Expense (Benefit)     $ 2.7  
v3.10.0.1
Long-Term Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Debt Instrument [Line Items]    
Capital leases $ 0 $ 25
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net (34,106) (30,398)
Long-term Debt and Capital Lease Obligations, Including Current Maturities 2,540,894 2,858,620
less: current portion of long-term debt 6,000 5,525
Long-term debt, net $ 2,534,894 2,853,095
Second Payment [Member]    
Debt Instrument [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage  
Long-term Debt, Gross $ 0 565,868
HFOTCO LLC [Member] | Term Loan B [Member]    
Debt Instrument [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage 5.09%  
Long-term Debt, Gross $ 600,000 532,125
HFOTCO LLC [Member] | Tax Exempt Notes Payable due 2050 [Member]    
Debt Instrument [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage 3.087%  
Long-term Debt, Gross $ 225,000 225,000
Revolving Credit Facility [Member]    
Debt Instrument [Line Items]    
Line of Credit Facility, Interest Rate at Period End 1.75%  
Senior Notes [Member] | Senior Unsecured Notes due 2022 [Member]    
Debt Instrument [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage 5.625%  
Long-term Debt, Gross $ 400,000 400,000
Senior Notes [Member] | Senior unsecured notes due 2023 [Member]    
Debt Instrument [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage 5.625%  
Long-term Debt, Gross $ 350,000 350,000
Senior Notes [Member] | Senior Unsecured Notes due 2025 [Member]    
Debt Instrument [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage 6.375%  
Long-term Debt, Gross $ 325,000 325,000
Senior Notes [Member] | Senior Unsecured Notes due 2026 [Member]    
Debt Instrument [Line Items]    
Debt Instrument, Interest Rate, Stated Percentage 7.25%  
Long-term Debt, Gross $ 300,000 300,000
Line of Credit [Member] | Revolving Credit Facility [Member] | HFOTCO Credit Facility [Member]    
Debt Instrument [Line Items]    
Line of Credit Facility, Interest Rate at Period End  
Long-term Line of Credit $ 0 60,000
Alternate Base Rate [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | Corporate Credit Facility [Member]    
Debt Instrument [Line Items]    
Line of Credit Facility, Interest Rate at Period End 5.75%  
Long-term Line of Credit $ 25,000 0
Eurodollar [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | Corporate Credit Facility [Member]    
Debt Instrument [Line Items]    
Line of Credit Facility, Interest Rate at Period End 4.062%  
Long-term Line of Credit $ 350,000 $ 131,000
v3.10.0.1
Long-Term Debt Letters of Credit (Details)
$ in Thousands
Jun. 30, 2018
USD ($)
Bilateral Letter of Credit [Member]  
Debt Instrument [Line Items]  
Line of Credit Facility, Interest Rate at Period End 1.75%
Letters of credit outstanding $ 62,393
Revolving Credit Facility [Member]  
Debt Instrument [Line Items]  
Line of Credit Facility, Interest Rate at Period End 1.75%
Letters of credit outstanding $ 28,335
v3.10.0.1
Long-Term Debt (Details Textual) - USD ($)
$ in Thousands
6 Months Ended
Apr. 17, 2018
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Debt Instrument [Line Items]        
Interest Costs Capitalized   $ 6,500 $ 12,000  
Revolving Credit Facility [Member]        
Debt Instrument [Line Items]        
Maximum borrowing capacity   1,000,000    
Second Payment [Member]        
Debt Instrument [Line Items]        
Long-term Debt, Gross   0   $ 565,868
HFOTCO LLC [Member] | Term Loan B [Member]        
Debt Instrument [Line Items]        
Debt Instrument, Periodic Payment, Principal   1,500    
Long-term Debt, Gross   600,000   $ 532,125
Limit on potential increase in facility   120,000    
Debt Instrument, Unamortized Discount   1,500    
Fair Value, Inputs, Level 2 [Member]        
Debt Instrument [Line Items]        
Long-term Debt, Fair Value   $ 2,500,000    
Second Payment [Member]        
Debt Instrument [Line Items]        
Extinguishment of Debt, Amount $ 579,600      
Eurodollar [Member] | HFOTCO LLC [Member] | Term Loan B [Member]        
Debt Instrument [Line Items]        
Debt Instrument, Basis Spread on Variable Rate   2.75%    
Alternate Base Rate [Member] | HFOTCO LLC [Member] | Term Loan B [Member]        
Debt Instrument [Line Items]        
Debt Instrument, Basis Spread on Variable Rate   1.75%    
v3.10.0.1
Commitments and Contingencies - Purchase and sales commitments (Details)
bbl in Thousands, $ in Thousands
Jun. 30, 2018
USD ($)
bbl
Fixed Price Sales [Member]  
Summary Of Purchase And Sale Commitments  
Sale commitments, Volume (barrels) | bbl 2,937
Sale commitments, Value | $ $ 196,985
Floating Price Sales [Member]  
Summary Of Purchase And Sale Commitments  
Sale commitments, Volume (barrels) | bbl 15,735
Sale commitments, Value | $ $ 989,740
Fixed Price Purchases [Member]  
Summary Of Purchase And Sale Commitments  
Purchase commitments, Volume (barrels) | bbl 2,814
Purchase commitments, Value | $ $ 187,712
Floating Price Purchases [Member]  
Summary Of Purchase And Sale Commitments  
Purchase commitments, Volume (barrels) | bbl 10,568
Purchase commitments, Value | $ $ 769,611
v3.10.0.1
Commitments and Contingencies Commitments and Contingencies - Take or Pay (Details) - SemGas [Member] - Fractionation capacity [Member]
$ in Thousands
Jun. 30, 2018
USD ($)
Long-term Purchase Commitment [Line Items]  
Purchase Obligation, Remainder of the year $ 5,319
Purchase Obligation, Due in Second Year 9,567
Purchase Obligation, Due in Third Year 8,864
Purchase Obligation, Due in Fourth Year 7,175
Purchase Obligation, Due in Fifth Year 6,753
Purchase Obligation, Due after Fifth Year 2,791
Purchase Obligation $ 40,469
v3.10.0.1
Commitments and Contingencies - Take or Pay 2 (Details) - Crude Supply and Logistics [Member] - Third-party pipeline [Member]
$ in Thousands
Jun. 30, 2018
USD ($)
Long-term Purchase Commitment [Line Items]  
Unrecorded Unconditional Purchase Obligation, Due in Remainder of Fiscal Year $ 10,860
Unrecorded Unconditional Purchase Obligation, Due within Two Years 21,865
Unrecorded Unconditional Purchase Obligation, Due within Three Years 19,770
Unrecorded Unconditional Purchase Obligation, Due within Four Years 12,976
Unrecorded Unconditional Purchase Obligation, Due within Five Years 13,231
Unrecorded Unconditional Purchase Obligation, Due after Five Years 20,312
Unrecorded Unconditional Purchase Obligation $ 99,014
v3.10.0.1
Commitments and Contingencies (Details Textual)
$ in Millions
6 Months Ended
Jun. 30, 2018
USD ($)
Commitments and Contingencies (Textual) [Abstract]  
Site contingency number of sites checked 6
Sites in various stages of follow-up 4
Sites with limited soil and ground water impact 2
Sites requiring additional investigation 2
Minimum [Member]  
Commitments and Contingencies (Textual) [Abstract]  
Notice required to cancel purchase agreements, days 30 days
Maximum [Member]  
Commitments and Contingencies (Textual) [Abstract]  
Notice required to cancel purchase agreements, days 120 days
Crude Transportation [Member]  
Commitments and Contingencies (Textual) [Abstract]  
Site contingency number of sites checked 5
SemGas [Member]  
Commitments and Contingencies (Textual) [Abstract]  
Site contingency number of sites checked 1
SemCAMS [Member]  
Commitments and Contingencies (Textual) [Abstract]  
Asset retirement obligation liability $ 22.3
Estimated cost to retire facilities $ 126.6
v3.10.0.1
Equity - Equity rollforward (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
SemGroup owners’ equity:        
Balance at December 31, 2017     $ 1,658,365  
Adoption of ASC 606     11,513  
Net loss $ (2,726) $ 9,611 (35,761) $ (666)
Other comprehensive income, net of income tax 6,180 $ 8,952 24,351 $ 14,985
Dividends paid     (79,253)  
Unvested dividend equivalent rights     (64)  
Non-cash equity compensation     5,545  
Issuance of common stock under compensation plans     521  
Retirement of treasury stock     0  
Repurchase of common stock     (699)  
Balance at June 30, 2018 1,584,518   1,584,518  
Common Stock [Member]        
SemGroup owners’ equity:        
Balance at December 31, 2017     786  
Adoption of ASC 606     0  
Issuance of common stock under compensation plans     1  
Retirement of treasury stock     (2)  
Balance at June 30, 2018 785   785  
Additional Paid-In Capital [Member]        
SemGroup owners’ equity:        
Balance at December 31, 2017     1,770,117  
Adoption of ASC 606     0  
Dividends paid     (79,253)  
Unvested dividend equivalent rights     (64)  
Non-cash equity compensation     5,545  
Issuance of common stock under compensation plans     520  
Retirement of treasury stock     0  
Balance at June 30, 2018 1,696,865   1,696,865  
Treasury Stock [Member]        
SemGroup owners’ equity:        
Balance at December 31, 2017     (8,031)  
Adoption of ASC 606     0  
Retirement of treasury stock     8,031  
Repurchase of common stock     (699)  
Balance at June 30, 2018 (699)   (699)  
Accumulated Deficit [Member]        
SemGroup owners’ equity:        
Balance at December 31, 2017     (50,706)  
Adoption of ASC 606     11,513  
Net loss     (35,761)  
Retirement of treasury stock     (8,029)  
Balance at June 30, 2018 (82,983)   (82,983)  
Accumulated Other Comprehensive Income (Loss) [Member]        
SemGroup owners’ equity:        
Balance at December 31, 2017     (53,801)  
Adoption of ASC 606     0  
Other comprehensive income, net of income tax     24,351  
Retirement of treasury stock     0  
Balance at June 30, 2018 $ (29,450)   $ (29,450)  
v3.10.0.1
Equity - Accumulated other comprehensive income (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2018
USD ($)
Components of Accumulated Other Comprehensive Loss  
Balance at December 31, 2017 $ (53,801)
Currency translation adjustment, net of income tax benefit of $8,073 (25,000)
Currency translation adjustment reclassified to gain (loss) on disposal, net of income tax expense of $15,935 49,346
Changes related to benefit plans, net of income tax expense of $1 5
Balance at June 30, 2018 (29,450)
Currency Translation [Member]  
Components of Accumulated Other Comprehensive Loss  
Balance at December 31, 2017 (51,014)
Currency translation adjustment, net of income tax benefit of $8,073 (25,000)
Currency translation adjustment reclassified to gain (loss) on disposal, net of income tax expense of $15,935 49,346
Changes related to benefit plans, net of income tax expense of $1 0
Balance at June 30, 2018 (26,668)
Employee Benefit Plans [Member]  
Components of Accumulated Other Comprehensive Loss  
Balance at December 31, 2017 (2,787)
Currency translation adjustment, net of income tax benefit of $8,073 0
Currency translation adjustment reclassified to gain (loss) on disposal, net of income tax expense of $15,935 0
Changes related to benefit plans, net of income tax expense of $1 5
Balance at June 30, 2018 $ (2,782)
v3.10.0.1
Equity - Dividends (Details) - $ / shares
Aug. 29, 2018
May 25, 2018
Mar. 19, 2018
Dec. 01, 2017
Aug. 28, 2017
May 26, 2017
Mar. 17, 2017
Dividends Payable [Line Items]              
Dividend Per Share, Paid   $ 0.4725 $ 0.4725 $ 0.45 $ 0.45 $ 0.45 $ 0.45
Subsequent Event [Member]              
Dividends Payable [Line Items]              
Common Stock, Dividends, Per Share, Declared $ 0.4725            
v3.10.0.1
Equity (Details Textual)
$ / shares in Units, $ in Thousands
6 Months Ended
Jun. 30, 2018
USD ($)
$ / shares
shares
Equity [Line Items]  
Other Comprehensive Income (Loss), Foreign Currency Translation Gain (Loss) Arising During Period, Tax | $ $ 8,073
Other Comprehensive Income (Loss), Foreign Currency Translation, Gain (Loss), Reclassification Adjustment from AOCI, after Tax | $ 15,935
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax | $ $ (1)
EQUITY (Textual) [Abstract]  
Outstanding unvested equity compensation awards 1,424,130
Additional equity compensation awards that could vest if certain targets are achieved 573,000
Equity compensation awards granted during the period 684,692
Weighted average grant date fair value of equity awards granted during the period | $ / shares $ 22.60
Employee Stock [Member]  
EQUITY (Textual) [Abstract]  
Employee Stock Purchase Plan shares issued during period 30,645
Stock Compensation Plan [Member]  
EQUITY (Textual) [Abstract]  
Vested common stock 199,064
Cash settled UUD [Member]  
EQUITY (Textual) [Abstract]  
Unvested Dividend Equivalent Value | $ $ 2,000
v3.10.0.1
Preferred Stock (Details Textual) - USD ($)
Aug. 29, 2018
May 25, 2018
Jan. 19, 2018
Jun. 30, 2018
Dec. 31, 2017
Preferred Stock, Shares Issued     350,000 350,000 0
Preferred Stock, Par or Stated Value Per Share     $ 0.01 $ 0.01 $ 0
Convertible Preferred Stock, Shares Issued upon Conversion     10,606,061 10,752,483  
Common Stock, Par or Stated Value Per Share       $ 0.01 $ 0.01
Preferred Stock, Dividend Rate, Percentage     7.00%    
Preferred stock per share annualized dividend     $ 70.00    
Preferred Stock, Redemption Price Per Share     33.00    
Minimum required closing share price for the Company to cause conversion     $ 47.85    
Preferred Stock, Minimum Conversion Amount     $ 50,000,000    
Minimum cash consideration in change of control to require conversion     90.00%    
Minimum affirmative vote of preferred stockholders required to undertake certain transactions     66.66%    
Option change in control redemption premium, less than 90% cash transaction     101.00%    
Maximum parity stock issuable, amount     $ 250,000,000    
Maximum aggregate value of outstanding preferred stock to issue parity stock     $ 100,000,000    
Preferred stock ownership required for preemptive rights     75.00%    
Preferred stock ownership required to have board observer     50.00%    
Minimum ownership required to maintain registration rights     5.00%    
Dividends, Preferred Stock, Paid-in-kind   $ 4,800,000      
Subsequent Event [Member]          
Dividends, Preferred Stock, Paid-in-kind $ 6,200,000        
Cumulative Preferred Stock [Member]          
Shares Issued, Price Per Share     $ 1,000    
Stock Issued During Period, Value, New Issues     $ 350,000,000    
Payments of Stock Issuance Costs     $ 7,700,000    
On or prior to the first anniversary of the Issue Date [Domain]          
Cash Change of Control Conversion Premium     130.00%    
On or prior to the second anniversary of the Issue Date [Domain]          
Cash Change of Control Conversion Premium     120.00%    
On or prior to the third anniversary of the Issue Date [Domain]          
Cash Change of Control Conversion Premium     105.00%    
After the third anniversary of the Issue Date [Domain]          
Cash Change of Control Conversion Premium     101.00%    
v3.10.0.1
Revenue Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Revenues $ 595,794 $ 473,089 $ 1,257,403 $ 929,189
Direct Financing Lease, Revenue 4,251 0 8,580 0
Crude Transportation [Member]        
Revenues 28,648 14,019 54,716 27,998
Crude Facilities [Member]        
Revenues 9,821 9,825 19,105 19,460
Crude Supply and Logistics [Member]        
Revenues 381,719 291,319 825,118 588,790
HFOTCO LLC [Member]        
Revenues 45,943 0 90,141 0
Direct Financing Lease, Revenue 4,251 0 8,580 0
SemGas [Member]        
Revenues 59,169 55,758 111,406 113,510
SemCAMS [Member]        
Revenues 69,631 60,114 114,776 96,912
Corporate and Reconciling Items And Eliminations [Member]        
Revenues 864 42,054 42,142 82,519
Intersegment Eliminations [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax (12,882) (12,021) (27,741) (24,992)
Revenues (12,882) (12,021) (27,741) (24,992)
Intersegment Eliminations [Member] | Crude Transportation [Member]        
Revenues 6,831 6,901 15,039 13,455
Intersegment Eliminations [Member] | Crude Facilities [Member]        
Revenues 2,845 2,490 5,838 4,996
Intersegment Eliminations [Member] | SemGas [Member]        
Revenues 3,205 2,630 6,863 6,541
Pipeline transportation [Member] | Crude Transportation [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 22,675 6,443 43,787 12,627
Truck Transportation Revenue [Member] | Crude Transportation [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 12,804 14,477 25,968 28,826
Storage Services [Member] | Crude Facilities [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 7,460 7,183 15,009 15,064
Storage Services [Member] | HFOTCO LLC [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 32,882 0 64,984 0
Storage Services [Member] | Corporate and Reconciling Items And Eliminations [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 649 5,972 7,753 11,841
Service Fees [Member] | Crude Facilities [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 5,206 5,132 9,934 9,392
Service Fees [Member] | HFOTCO LLC [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 8,810 0 16,577 0
Service Fees [Member] | SemGas [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 17,598 13,705 33,785 28,141
Service Fees [Member] | SemCAMS [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 50,402 43,554 80,944 65,946
Service Fees [Member] | Corporate and Reconciling Items And Eliminations [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 215 1,447 3,070 3,470
Product [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 423,290 368,006 934,058 741,367
Product [Member] | Crude Supply and Logistics [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 381,719 291,319 825,118 588,790
Product [Member] | SemGas [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 44,776 44,682 84,484 91,910
Product [Member] | Corporate and Reconciling Items And Eliminations [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 0 34,635 31,319 67,208
Other revenue [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 19,289 16,596 33,906 31,142
Other revenue [Member] | SemCAMS [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax $ 19,229 $ 16,561 $ 33,832 $ 30,966
v3.10.0.1
Revenue Revenue (Details 2)
$ in Thousands
Jun. 30, 2018
USD ($)
Period 1 [Member]  
Revenue, Remaining Performance Obligation, Amount $ 148,253
Period 2 [Member]  
Revenue, Remaining Performance Obligation, Amount 234,297
Period 3 [Member]  
Revenue, Remaining Performance Obligation, Amount 190,657
Period 4 [Member]  
Revenue, Remaining Performance Obligation, Amount 160,007
Period 5 [Member]  
Revenue, Remaining Performance Obligation, Amount 158,492
Thereafter [Member]  
Revenue, Remaining Performance Obligation, Amount $ 1,380,705
v3.10.0.1
Revenue Revenue (Details 3) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Take-or-pay [Member]    
Contract with Customer, Asset, Net, Noncurrent $ 9,266 $ 0
v3.10.0.1
Revenue Revenue (Details Textual)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2018
USD ($)
Jun. 30, 2018
USD ($)
Deferred Revenue, Revenue Recognized $ 0.4 $ 3.3
Capitalized Contract Cost, Net $ 9.6 $ 9.6
capitalized contract costs amortization period 25 25
v3.10.0.1
Segments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Segment Reporting Information [Line Items]          
Earnings from equity method investments $ 14,351 $ 17,753 $ 26,965 $ 34,844  
Revenues 595,794 473,089 1,257,403 929,189  
Depreciation and amortization 51,755 25,602 102,291 50,201  
Income tax expense (benefit) (3,613) 3,625 19,470 3,720  
EBITDA Adjustment to Equity Earnings 4,886 6,692 9,769 13,401  
Net unrealized loss (gain) related to commodity derivative instruments 4,409 (928) 6,635 (901)  
General and Administrative Expense 22,886 26,819 49,363 48,531  
Loss (gain) on disposal or impairment, net 1,824 (234) (1,742) 2,176  
Interest Expense 35,904 13,477 78,365 27,344  
Loss on early extinguishment of debt 0 8 0 19,930  
Foreign currency transaction loss (gain) 2,314 (1,011) 5,608 (1,011)  
Other expense (income), net (533) (508) (1,483) (726)  
Net loss (2,726) 9,611 (35,761) (666)  
Total assets 5,171,675   5,171,675   $ 5,376,817
Equity method investments 276,120   276,120   285,281
Crude Transportation [Member]          
Segment Reporting Information [Line Items]          
Earnings from equity method investments 14,338 17,747 26,943 34,835  
Revenues 28,648 14,019 54,716 27,998  
SemCAMS [Member]          
Segment Reporting Information [Line Items]          
Revenues 69,631 60,114 114,776 96,912  
SemGas [Member]          
Segment Reporting Information [Line Items]          
Revenues 59,169 55,758 111,406 113,510  
Crude Facilities [Member]          
Segment Reporting Information [Line Items]          
Revenues 9,821 9,825 19,105 19,460  
Crude Supply and Logistics [Member]          
Segment Reporting Information [Line Items]          
Revenues 381,719 291,319 825,118 588,790  
HFOTCO LLC [Member]          
Segment Reporting Information [Line Items]          
Revenues 45,943 0 90,141 0  
Corporate and Reconciling Items And Eliminations [Member]          
Segment Reporting Information [Line Items]          
Earnings from equity method investments 13 6 22 9  
Revenues 864 42,054 42,142 82,519  
Depreciation and amortization 774 3,471 1,516 6,714  
Income tax expense (benefit) (6,930) 1,358 12,974 29  
Segment profit (172) 8,296 10,791 16,663  
Total assets 103,095   103,095   271,806
Equity method investments 18,941   18,941   18,919
Operating Segments [Member] | Crude Transportation [Member]          
Segment Reporting Information [Line Items]          
Depreciation and amortization 13,053 6,498 25,529 12,425  
Segment profit 37,865 29,028 72,175 57,279  
Total assets 1,027,033   1,027,033   1,039,399
Equity method investments 257,179   257,179   266,362
Operating Segments [Member] | SemCAMS [Member]          
Segment Reporting Information [Line Items]          
Depreciation and amortization 5,264 4,434 10,502 8,930  
Income tax expense (benefit) 3,136 2,267 6,106 3,691  
Segment profit 21,448 19,038 43,561 35,902  
Total assets 615,889   615,889   518,900
Operating Segments [Member] | SemGas [Member]          
Segment Reporting Information [Line Items]          
Depreciation and amortization 10,821 9,099 21,270 18,026  
Segment profit 15,437 19,483 29,714 37,711  
Total assets 722,568   722,568   714,777
Operating Segments [Member] | Crude Facilities [Member]          
Segment Reporting Information [Line Items]          
Depreciation and amortization 2,153 2,022 4,285 3,966  
Segment profit 9,683 9,481 19,024 19,045  
Total assets 149,143   149,143   153,953
Operating Segments [Member] | Crude Supply and Logistics [Member]          
Segment Reporting Information [Line Items]          
Depreciation and amortization 198 78 391 140  
Segment profit (1,959) (2,173) (8,542) (4,601)  
Total assets 523,464   523,464   674,684
Operating Segments [Member] | HFOTCO LLC [Member]          
Segment Reporting Information [Line Items]          
Depreciation and amortization 19,492 0 38,798 0  
Income tax expense (benefit) 181 0 390 0  
Segment profit 34,804 0 65,792 0  
Total assets 2,030,483   2,030,483   $ 2,003,298
Intersegment Eliminations [Member]          
Segment Reporting Information [Line Items]          
Revenues (12,882) (12,021) (27,741) (24,992)  
Intersegment Eliminations [Member] | Crude Transportation [Member]          
Segment Reporting Information [Line Items]          
Revenues 6,831 6,901 15,039 13,455  
Intersegment Eliminations [Member] | SemGas [Member]          
Segment Reporting Information [Line Items]          
Revenues 3,205 2,630 6,863 6,541  
Intersegment Eliminations [Member] | Crude Facilities [Member]          
Segment Reporting Information [Line Items]          
Revenues 2,845 2,490 5,838 4,996  
Operating segments and corporate nonsegment [Member]          
Segment Reporting Information [Line Items]          
Segment profit $ 117,106 $ 83,153 $ 232,515 $ 161,999  
v3.10.0.1
Earnings Per Share - Basic (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Basic earnings per share        
Net loss $ (2,726) $ 9,611 $ (35,761) $ (666)
Less: cumulative preferred stock dividends 6,211 0 11,043 0
Net income (loss) attributable to common shareholders $ (8,937) $ 9,611 $ (46,804) $ (666)
Weighted average common stock outstanding 78,319 65,749 78,259 65,717
Basic earnings (loss) per share, Net $ (0.11) $ 0.15 $ (0.60) $ (0.01)
v3.10.0.1
Earnings Per Share - Diluted (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Diluted earnings per share        
Net loss $ (2,726) $ 9,611 $ (35,761) $ (666)
Less: cumulative preferred stock dividends 6,211 0 11,043 0
Net income (loss) attributable to common shareholders $ (8,937) $ 9,611 $ (46,804) $ (666)
Weighted average common stock outstanding 78,319 65,749 78,259 65,717
Effect of dilutive securities 0 528 0 0
Denominator, Net, Diluted 78,319 66,277 78,259 65,717
Diluted earnings (loss) per share, Net $ (0.11) $ 0.15 $ (0.60) $ (0.01)
v3.10.0.1
Supplemental Cash Flow Information - Operating assets and liabilities (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Components of operating assets and liabilities    
Decrease (increase) in restricted cash $ 33 $ (3)
Decrease (increase) in accounts receivable 99,923 43,717
Decrease (increase) in receivable from affiliates (92) 16,805
Decrease (increase) in inventories 40,051 19,994
Decrease (increase) in other current assets (7,338) (3,034)
Decrease (increase) in other assets (3,702) (14,710)
Increase (decrease) in accounts payable and accrued liabilities (111,712) (28,909)
Increase (decrease) in payable to affiliates (6,088) (23,000)
Increase (decrease) in other noncurrent liabilities 424 1,739
Total changes in operating assets and liabilities $ 11,499 $ 12,599
v3.10.0.1
Supplemental Cash Flow Information (Details Textual) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Interest Paid, Including Capitalized Interest, Operating and Investing Activities $ 82.9 $ 25.2
Income Taxes Paid, Net 14.7 2.9
Capital Expenditures Incurred but Not yet Paid 54.5 17.4
Insurance prepayment financed [Member]    
Liabilities Assumed $ 7.2 $ 6.1
v3.10.0.1
Related Party Transactions (Details) - Equity Method Investee [Member] - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
NGL Energy [Member]        
Related Party Transaction        
Revenue from Related Parties $ 998 $ 2,512 $ 7,178 $ 24,716
Related Party Transaction, Purchases from Related Party 144 1,564 380 17,148
White Cliffs Pipeline L L C [Member]        
Related Party Transaction        
Related Party Transaction, Purchases from Related Party 0 4,613 895 8,616
White Cliffs Pipeline L L C [Member] | Crude Oil Revenue [Member]        
Related Party Transaction        
Revenue from Related Parties 0 0 0 436
White Cliffs Pipeline L L C [Member] | Storage [Member]        
Related Party Transaction        
Revenue from Related Parties 1,088 1,088 2,176 2,176
White Cliffs Pipeline L L C [Member] | Transportation Fees [Member]        
Related Party Transaction        
Related Party Transaction, Expenses from Transactions with Related Party 2,697 2,386 6,320 5,041
White Cliffs Pipeline L L C [Member] | Management Fees [Member]        
Related Party Transaction        
Related Party Transaction, Expenses from Transactions with Related Party $ 133 $ 127 $ 266 $ 254
v3.10.0.1
Condensed Consolidating Guarantor Financial Statements - Balance Sheets (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Jun. 30, 2017
Dec. 31, 2016
Current assets:        
Cash and cash equivalents $ 55,324 $ 93,699 $ 56,535 $ 74,216
Accounts receivable 544,457 653,484    
Due from Related Parties, Current 1,072 1,691    
Current assets held for sale 0 38,063    
Inventories 66,711 101,665    
Other Assets, Current 28,300 14,297    
Assets, Current 695,864 902,899    
Property, plant and equipment (net of accumulated depreciation of $524,495 and $444,842, respectively) 3,415,505 3,315,131    
Equity method investments 276,120 285,281    
Goodwill 257,302 257,302    
Intangible Assets, Net (Excluding Goodwill) 381,840 398,643    
Other noncurrent assets 145,044 132,600    
Noncurrent assets held for sale 0 84,961    
Assets 5,171,675 5,376,817    
Current liabilities:        
Accounts Payable 469,546 587,898    
Due to Related Parties 825 6,971    
Accrued liabilities 115,701 131,407    
Current liabilities held for sale 0 23,847    
Other current liabilities including deferred revenue and current portion of long-term debt 28,124 16,438    
Liabilities, Current 614,196 766,561    
Long-term debt, net 2,534,894 2,853,095    
Deferred income taxes 55,070 46,585    
Other Liabilities, Noncurrent 35,867 38,495    
Noncurrent liabilities held for sale 0 13,716    
Commitments and Contingencies    
Preferred stock, $0.01 par value, $354,832 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) 347,130 0    
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 1,584,518 1,658,365    
Liabilities and Equity 5,171,675 5,376,817    
Consolidation, Eliminations [Member]        
Current assets:        
Cash and cash equivalents (2,204) (8,630) (2,389) (4,582)
Accounts receivable 0 0    
Due from Related Parties, Current 0 0    
Current assets held for sale   0    
Inventories 0 0    
Other Assets, Current 0 0    
Assets, Current (2,204) (8,630)    
Property, plant and equipment (net of accumulated depreciation of $524,495 and $444,842, respectively) 0 0    
Equity method investments (4,786,018) (4,910,292)    
Goodwill 0 0    
Intangible Assets, Net (Excluding Goodwill) 0 0    
Other noncurrent assets 0 0    
Noncurrent assets held for sale   0    
Assets (4,788,222) (4,918,922)    
Current liabilities:        
Accounts Payable 0 0    
Due to Related Parties 0 0    
Accrued liabilities 2 (2)    
Current liabilities held for sale   0    
Other current liabilities including deferred revenue and current portion of long-term debt 0 0    
Liabilities, Current 2 (2)    
Long-term debt, net (6,547) (23,190)    
Deferred income taxes 0 0    
Other Liabilities, Noncurrent 0 0    
Noncurrent liabilities held for sale   0    
Commitments and Contingencies    
Preferred stock, $0.01 par value, $354,832 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) 0      
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest (4,781,677) (4,895,730)    
Liabilities and Equity (4,788,222) (4,918,922)    
Reportable Legal Entities [Member] | Parent Company [Member]        
Current assets:        
Cash and cash equivalents 16,146 32,457 9,218 19,002
Accounts receivable 1 (9)    
Due from Related Parties, Current 928 58    
Current assets held for sale   0    
Inventories 0 0    
Other Assets, Current 8,373 6,671    
Assets, Current 25,448 39,177    
Property, plant and equipment (net of accumulated depreciation of $524,495 and $444,842, respectively) 7,342 8,086    
Equity method investments 3,629,794 3,085,274    
Goodwill 0 0    
Intangible Assets, Net (Excluding Goodwill) 7 10    
Other noncurrent assets 43,072 45,587    
Noncurrent assets held for sale   0    
Assets 3,705,663 3,178,134    
Current liabilities:        
Accounts Payable 503 646    
Due to Related Parties 0 10    
Accrued liabilities 39,924 38,747    
Current liabilities held for sale   0    
Other current liabilities including deferred revenue and current portion of long-term debt 4,565 1,922    
Liabilities, Current 44,992 41,325    
Long-term debt, net 1,720,286 1,474,491    
Deferred income taxes 7,052 1,892    
Other Liabilities, Noncurrent 1,685 2,061    
Noncurrent liabilities held for sale   0    
Commitments and Contingencies    
Preferred stock, $0.01 par value, $354,832 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) 347,130      
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 1,584,518 1,658,365    
Liabilities and Equity 3,705,663 3,178,134    
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]        
Current assets:        
Cash and cash equivalents 0 0 0 0
Accounts receivable 437,693 562,967    
Due from Related Parties, Current 12 1,421    
Current assets held for sale   0    
Inventories 66,711 101,665    
Other Assets, Current 14,802 4,493    
Assets, Current 519,218 670,546    
Property, plant and equipment (net of accumulated depreciation of $524,495 and $444,842, respectively) 1,009,227 1,002,982    
Equity method investments 1,432,344 2,110,299    
Goodwill 0 0    
Intangible Assets, Net (Excluding Goodwill) 123,683 127,783    
Other noncurrent assets 2,848 3,097    
Noncurrent assets held for sale   0    
Assets 3,087,320 3,914,707    
Current liabilities:        
Accounts Payable 414,712 533,651    
Due to Related Parties 825 6,961    
Accrued liabilities 21,714 26,092    
Current liabilities held for sale   0    
Other current liabilities including deferred revenue and current portion of long-term debt 11,833 5,532    
Liabilities, Current 449,084 572,236    
Long-term debt, net 6,547 572,558    
Deferred income taxes 0 0    
Other Liabilities, Noncurrent 0 0    
Noncurrent liabilities held for sale   0    
Commitments and Contingencies    
Preferred stock, $0.01 par value, $354,832 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) 0      
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 2,631,689 2,769,913    
Liabilities and Equity 3,087,320 3,914,707    
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]        
Current assets:        
Cash and cash equivalents 41,382 69,872 $ 49,706 $ 59,796
Accounts receivable 106,763 90,526    
Due from Related Parties, Current 132 212    
Current assets held for sale   38,063    
Inventories 0 0    
Other Assets, Current 5,125 3,133    
Assets, Current 153,402 201,806    
Property, plant and equipment (net of accumulated depreciation of $524,495 and $444,842, respectively) 2,398,936 2,304,063    
Equity method investments 0 0    
Goodwill 257,302 257,302    
Intangible Assets, Net (Excluding Goodwill) 258,150 270,850    
Other noncurrent assets 99,124 83,916    
Noncurrent assets held for sale   84,961    
Assets 3,166,914 3,202,898    
Current liabilities:        
Accounts Payable 54,331 53,601    
Due to Related Parties 0 0    
Accrued liabilities 54,061 66,570    
Current liabilities held for sale   23,847    
Other current liabilities including deferred revenue and current portion of long-term debt 11,726 8,984    
Liabilities, Current 120,118 153,002    
Long-term debt, net 814,608 829,236    
Deferred income taxes 48,018 44,693    
Other Liabilities, Noncurrent 34,182 36,434    
Noncurrent liabilities held for sale   13,716    
Commitments and Contingencies    
Preferred stock, $0.01 par value, $354,832 liquidation preference (authorized - 4,000 shares; issued - 350 and 0 shares, respectively) 0      
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 2,149,988 2,125,817    
Liabilities and Equity $ 3,166,914 $ 3,202,898    
v3.10.0.1
Condensed Consolidating Guarantor Financial Statements - Statements of Operations (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Revenues:        
Direct Financing Lease, Revenue $ 4,251 $ 0 $ 8,580 $ 0
Total Revenues 595,794 473,089 1,257,403 929,189
Cost of Goods and Services Sold 412,089 340,107 908,221 689,105
Expenses:        
Operating 90,245 73,346 160,036 125,429
General and administrative 22,886 26,819 49,363 48,531
Depreciation and amortization 51,755 25,602 102,291 50,201
Loss (gain) on disposal or impairment, net 1,824 (234) (1,742) 2,176
Total expenses 578,799 465,640 1,218,169 915,442
Earnings from equity method investments 14,351 17,753 26,965 34,844
Operating income 31,346 25,202 66,199 48,591
Other expenses (income), net:        
Interest Expense 35,904 13,477 78,365 27,344
Loss on early extinguishment of debt 0 8 0 19,930
Foreign currency transaction loss (gain) 2,314 (1,011) 5,608 (1,011)
Other expense (income), net (533) (508) (1,483) (726)
Total other expenses, net 37,685 11,966 82,490 45,537
Income (loss) from continuing operations before income taxes (6,339) 13,236 (16,291) 3,054
Income tax expense (benefit) (3,613) 3,625 19,470 3,720
Net loss (2,726) 9,611 (35,761) (666)
Other comprehensive income (loss), net of income taxes (6,180) (8,952) (24,351) (14,985)
Comprehensive income (loss) 3,454 18,563 (11,410) 14,319
Consolidation, Eliminations [Member]        
Revenues:        
Direct Financing Lease, Revenue 0   0  
Total Revenues 0 0 0 0
Cost of Goods and Services Sold 0 0 0 0
Expenses:        
Operating 0 0 0 0
General and administrative 0 0 0 0
Depreciation and amortization 0 0 0 0
Loss (gain) on disposal or impairment, net 0 0 0 0
Total expenses 0 0 0 0
Earnings from equity method investments (114,208) (26,420) (161,597) (47,082)
Operating income (114,208) (26,420) (161,597) (47,082)
Other expenses (income), net:        
Interest Expense 0 (207) (240) (400)
Loss on early extinguishment of debt   0   0
Foreign currency transaction loss (gain) 0 0 0 0
Other expense (income), net 0 207 240 400
Total other expenses, net 0 0 0 0
Income (loss) from continuing operations before income taxes (114,208) (26,420) (161,597) (47,082)
Income tax expense (benefit) 0 0 0 0
Net loss (114,208) (26,420) (161,597) (47,082)
Other comprehensive income (loss), net of income taxes 0 0 0 0
Comprehensive income (loss) (114,208) (26,420) (161,597) (47,082)
Reportable Legal Entities [Member] | Parent Company [Member]        
Revenues:        
Direct Financing Lease, Revenue 0   0  
Total Revenues 0 0 0 0
Cost of Goods and Services Sold 0 0 0 0
Expenses:        
Operating 0 0 0 0
General and administrative 6,489 10,613 12,975 16,543
Depreciation and amortization 770 530 1,494 1,003
Loss (gain) on disposal or impairment, net 83,322 0 132,610 0
Total expenses 90,581 11,143 147,079 17,546
Earnings from equity method investments 100,135 25,104 159,581 44,291
Operating income 9,554 13,961 12,502 26,745
Other expenses (income), net:        
Interest Expense 17,862 4,725 31,241 10,591
Loss on early extinguishment of debt   8   19,930
Foreign currency transaction loss (gain) 2,063 0 6,466 0
Other expense (income), net (121) (247) (856) (444)
Total other expenses, net 19,804 4,486 36,851 30,077
Income (loss) from continuing operations before income taxes (10,250) 9,475 (24,349) (3,332)
Income tax expense (benefit) (7,524) (136) 11,412 (2,666)
Net loss (2,726) 9,611 (35,761) (666)
Other comprehensive income (loss), net of income taxes 4,479 5,369 10,091 8,950
Comprehensive income (loss) (7,205) 4,242 (45,852) (9,616)
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]        
Revenues:        
Direct Financing Lease, Revenue 0   0  
Total Revenues 464,392 370,920 981,351 749,758
Cost of Goods and Services Sold 411,982 310,506 881,980 632,163
Expenses:        
Operating 28,632 27,809 56,173 55,763
General and administrative 6,091 7,754 11,860 14,249
Depreciation and amortization 19,622 17,667 38,353 34,497
Loss (gain) on disposal or impairment, net (72,324) (18) (151,053) 1,964
Total expenses 394,003 363,718 837,313 738,636
Earnings from equity method investments 28,424 17,298 28,981 33,969
Operating income 98,813 24,500 173,019 45,091
Other expenses (income), net:        
Interest Expense 11,966 9,709 35,531 18,671
Loss on early extinguishment of debt   0   0
Foreign currency transaction loss (gain) 344 0 147 0
Other expense (income), net (3) (3) (8) (5)
Total other expenses, net 12,307 9,706 35,670 18,666
Income (loss) from continuing operations before income taxes 86,506 14,794 137,349 26,425
Income tax expense (benefit) 0 0 0 0
Net loss 86,506 14,794 137,349 26,425
Other comprehensive income (loss), net of income taxes (411) 256 (155) 330
Comprehensive income (loss) 86,917 14,538 137,504 26,095
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]        
Revenues:        
Direct Financing Lease, Revenue 4,251   8,580  
Total Revenues 131,402 102,169 276,052 179,431
Cost of Goods and Services Sold 107 29,601 26,241 56,942
Expenses:        
Operating 61,613 45,537 103,863 69,666
General and administrative 10,306 8,452 24,528 17,739
Depreciation and amortization 31,363 7,405 62,444 14,701
Loss (gain) on disposal or impairment, net (9,174) (216) 16,701 212
Total expenses 94,215 90,779 233,777 159,260
Earnings from equity method investments 0 1,771 0 3,666
Operating income 37,187 13,161 42,275 23,837
Other expenses (income), net:        
Interest Expense 6,076 (750) 11,833 (1,518)
Loss on early extinguishment of debt   0   0
Foreign currency transaction loss (gain) (93) (1,011) (1,005) (1,011)
Other expense (income), net (409) (465) (859) (677)
Total other expenses, net 5,574 (2,226) 9,969 (3,206)
Income (loss) from continuing operations before income taxes 31,613 15,387 32,306 27,043
Income tax expense (benefit) 3,911 3,761 8,058 6,386
Net loss 27,702 11,626 24,248 20,657
Other comprehensive income (loss), net of income taxes (10,248) (14,577) (34,287) (24,265)
Comprehensive income (loss) 37,950 26,203 58,535 44,922
Product [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 423,290 368,006 934,058 741,367
Product [Member] | Consolidation, Eliminations [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 0
Product [Member] | Reportable Legal Entities [Member] | Parent Company [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 0
Product [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 423,290 333,371 902,739 674,159
Product [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 0 34,635 31,319 67,208
Service [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 148,964 88,487 280,859 156,680
Service [Member] | Consolidation, Eliminations [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 0
Service [Member] | Reportable Legal Entities [Member] | Parent Company [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 0
Service [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 41,102 37,549 78,612 75,599
Service [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 107,862 50,938 202,247 81,081
Other revenue [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 19,289 16,596 33,906 31,142
Other revenue [Member] | Consolidation, Eliminations [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 0
Other revenue [Member] | Reportable Legal Entities [Member] | Parent Company [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 0
Other revenue [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 0
Other revenue [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]        
Condensed Income Statements, Captions [Line Items]        
Revenue from Contract with Customer, Excluding Assessed Tax $ 19,289 $ 16,596 $ 33,906 $ 31,142
v3.10.0.1
Condensed Consolidating Guarantor Financial Statements - Cash Flow Statements (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Condensed Cash Flow Statements, Captions [Line Items]    
Net cash provided by operating activities $ 96,446 $ 92,294
Cash flows from investing activities:    
Capital expenditures (234,294) (211,098)
Proceeds from sale of long-lived assets 154 16,163
Proceeds from business divestitures 146,735 0
Contributions to equity method investments (2,453) (9,627)
Distributions in excess of equity in earnings of affiliates 11,636 13,410
Net cash used in investing activities (78,222) (191,152)
Cash flows from financing activities:    
Debt issuance costs (4,469) (6,019)
Proceeds from Issuance of Long-term Debt 997,500 550,018
Principal payments on credit facilities and other obligations (1,315,798) (388,730)
Debt extinguishment costs 0 (16,293)
Proceeds from preferred stock issuance, net of offering costs 342,299 0
Payments for Repurchase of Common Stock (699) (1,266)
Dividends paid (74,423) (59,493)
Proceeds from issuance of common stock under employee stock purchase plan 245 542
Intercompany borrowings (advances), net 0 0
Net cash provided by (used in) financing activities (55,345) 78,759
Effect of exchange rate changes on cash and cash equivalents (1,254) 2,418
Change in cash and cash equivalents 38,375 17,681
Cash and cash equivalents at beginning of period 93,699 74,216
Cash and cash equivalents at end of period 55,324 56,535
Reportable Legal Entities [Member] | Parent Company [Member]    
Condensed Cash Flow Statements, Captions [Line Items]    
Net cash provided by operating activities (48,349) (11,065)
Cash flows from investing activities:    
Capital expenditures (747) (2,959)
Proceeds from sale of long-lived assets 0 0
Proceeds from business divestitures 155,447  
Contributions to equity method investments 0 0
Distributions in excess of equity in earnings of affiliates 0 0
Net cash used in investing activities 154,700 (2,959)
Cash flows from financing activities:    
Debt issuance costs (475) (6,019)
Proceeds from Issuance of Long-term Debt 399,000 550,018
Principal payments on credit facilities and other obligations (157,769) (388,719)
Debt extinguishment costs   (16,293)
Proceeds from preferred stock issuance, net of offering costs 342,299  
Payments for Repurchase of Common Stock (699) (1,266)
Dividends paid (74,423) (59,493)
Proceeds from issuance of common stock under employee stock purchase plan 245 542
Intercompany borrowings (advances), net (630,840) (74,530)
Net cash provided by (used in) financing activities (122,662) 4,240
Effect of exchange rate changes on cash and cash equivalents 0 0
Change in cash and cash equivalents 16,311 9,784
Cash and cash equivalents at beginning of period 32,457 19,002
Cash and cash equivalents at end of period 16,146 9,218
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]    
Condensed Cash Flow Statements, Captions [Line Items]    
Net cash provided by operating activities 58,071 76,696
Cash flows from investing activities:    
Capital expenditures (47,205) (46,587)
Proceeds from sale of long-lived assets 212 15,530
Proceeds from business divestitures 6,753  
Contributions to equity method investments (2,453) (2,271)
Distributions in excess of equity in earnings of affiliates 11,636 10,136
Net cash used in investing activities (31,057) (23,192)
Cash flows from financing activities:    
Debt issuance costs 0 0
Proceeds from Issuance of Long-term Debt 0 0
Principal payments on credit facilities and other obligations (565,904) (11)
Debt extinguishment costs   0
Proceeds from preferred stock issuance, net of offering costs 0  
Payments for Repurchase of Common Stock 0 0
Dividends paid 0 0
Proceeds from issuance of common stock under employee stock purchase plan 0 0
Intercompany borrowings (advances), net 538,904 (53,493)
Net cash provided by (used in) financing activities (27,000) (53,504)
Effect of exchange rate changes on cash and cash equivalents (14) 0
Change in cash and cash equivalents 0 0
Cash and cash equivalents at beginning of period 0 0
Cash and cash equivalents at end of period 0 0
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]    
Condensed Cash Flow Statements, Captions [Line Items]    
Net cash provided by operating activities 86,724 26,663
Cash flows from investing activities:    
Capital expenditures (186,342) (161,552)
Proceeds from sale of long-lived assets (58) 633
Proceeds from business divestitures (15,465)  
Contributions to equity method investments 0 (7,356)
Distributions in excess of equity in earnings of affiliates 0 3,274
Net cash used in investing activities (201,865) (165,001)
Cash flows from financing activities:    
Debt issuance costs (3,994) 0
Proceeds from Issuance of Long-term Debt 598,500 0
Principal payments on credit facilities and other obligations (592,125) 0
Debt extinguishment costs   0
Proceeds from preferred stock issuance, net of offering costs 0  
Payments for Repurchase of Common Stock 0 0
Dividends paid 0 0
Proceeds from issuance of common stock under employee stock purchase plan 0 0
Intercompany borrowings (advances), net 85,510 125,830
Net cash provided by (used in) financing activities 87,891 125,830
Effect of exchange rate changes on cash and cash equivalents (1,240) 2,418
Change in cash and cash equivalents 28,490 10,090
Cash and cash equivalents at beginning of period 69,872 59,796
Cash and cash equivalents at end of period 41,382 49,706
Consolidation, Eliminations [Member]    
Condensed Cash Flow Statements, Captions [Line Items]    
Net cash provided by operating activities 0 0
Cash flows from investing activities:    
Capital expenditures 0 0
Proceeds from sale of long-lived assets 0 0
Proceeds from business divestitures 0  
Contributions to equity method investments 0 0
Distributions in excess of equity in earnings of affiliates 0 0
Net cash used in investing activities 0 0
Cash flows from financing activities:    
Debt issuance costs 0 0
Proceeds from Issuance of Long-term Debt 0 0
Principal payments on credit facilities and other obligations 0 0
Debt extinguishment costs   0
Proceeds from preferred stock issuance, net of offering costs 0  
Payments for Repurchase of Common Stock 0 0
Dividends paid 0 0
Proceeds from issuance of common stock under employee stock purchase plan 0 0
Intercompany borrowings (advances), net 6,426 2,193
Net cash provided by (used in) financing activities 6,426 2,193
Effect of exchange rate changes on cash and cash equivalents 0 0
Change in cash and cash equivalents (6,426) (2,193)
Cash and cash equivalents at beginning of period (8,630) (4,582)
Cash and cash equivalents at end of period $ (2,204) $ (2,389)