SEMGROUP CORP, 10-Q filed on 8/9/2019
Quarterly Report
v3.19.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2019
Jul. 31, 2019
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2019  
Entity File Number 1-34736  
Entity Registrant Name SEMGROUP CORPORATION  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 20-3533152  
Entity Address, Address Line One 6120 S. Yale Ave, Suite 1500  
Entity Address, City or Town Tulsa  
Entity Address, State or Province OK  
Entity Address, Postal Zip Code 74136-4231  
City Area Code 918  
Local Phone Number 524-8100  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Title of 12(b) Security Class A common stock  
Trading Symbol SEMG  
Security Exchange Name NYSE  
Amendment Flag false  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2019  
Entity Central Index Key 0001489136  
Current Fiscal Year End Date --12-31  
Common Class A [Member]    
Entity Common Stock, Shares Outstanding   79,581,828
Class B    
Entity Common Stock, Shares Outstanding   0
v3.19.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Current assets:    
Cash and cash equivalents $ 252,927 $ 86,655
Accounts receivable (net of allowance of $2,536 and $2,244, respectively) 690,705 562,214
Receivable from affiliates 1,182 295
Inventories 63,539 49,397
Disposal Group, Including Discontinued Operation, Assets, Current 1,025 0
Other current assets 33,984 17,264
Total current assets 1,043,362 715,825
Property, plant and equipment (net of accumulated depreciation of $692,081 and $607,903, respectively) 3,886,438 3,457,326
Equity method investments 284,186 274,009
Goodwill 338,931 257,302
Other intangible assets (net of accumulated amortization of $114,775 and $90,014, respectively) 455,858 365,038
Other noncurrent assets 150,539 140,807
Right-of-Use Asset, Operating and Finance Leases 93,089 0
Disposal Group, Including Discontinued Operation, Assets, Noncurrent 5,537 0
Total assets 6,257,940 5,210,307
Current liabilities:    
Accounts payable 580,254 494,792
Payable to affiliates 3,242 3,715
Accrued liabilities 104,830 115,095
Deferred revenue 3,235 11,060
Disposal Group, Including Discontinued Operation, Liabilities, Current 1,935 0
Other current liabilities 14,466 6,495
Long-term debt 12,682 6,000
Total current liabilities 720,644 637,157
Long-term debt 2,510,897 2,278,834
Deferred income taxes 137,846 55,789
Other noncurrent liabilities 145,703 38,548
Commitments and contingencies (Note 8)
Redeemable preferred stock, $0.01 par value, $380,331 liquidation preference (authorized - 4,000 shares; issued - 350 shares) 372,628 359,658
Subsidiary Preferred Stock, Value Outstanding 252,876 0
SemGroup owners’ equity:    
Common stock, $0.01 par value (authorized - 190,000 shares; issued - 79,853 and 79,270 shares, respectively) 790 786
Additional paid-in capital 1,453,679 1,615,969
Treasury stock, at cost (271 and 126 shares, respectively) (1,421) (705)
Accumulated deficit (95,351) (73,971)
Accumulated other comprehensive loss (51,691) (51,247)
Total SemGroup Corporation owners’ equity 1,306,006 1,490,832
Stockholders' Equity Attributable to Noncontrolling Interest 811,340 349,489
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 2,117,346 1,840,321
Total liabilities, preferred stock and owners’ equity $ 6,257,940 $ 5,210,307
v3.19.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
shares in Thousands, $ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Accounts Receivable, Allowance for Credit Loss, Current $ 2,536 $ 2,244
Accumulated depreciation 692,081 607,903
Accumulated amortization $ 114,775 $ 90,014
Preferred Stock, Par or Stated Value Per Share $ 0.01 $ 0.01
Preferred Stock, Liquidation Preference, Value $ 380,331 $ 367,360
Preferred Stock, Shares Authorized 4,000 4,000
Preferred Stock, Shares Issued 350 350
Common stock, $0.01 par value $ 0.01 $ 0.01
Common stock shares authorized 190,000 190,000
Common stock shares issued 79,853 79,270
Treasury Stock, Common, Shares 271 126
v3.19.2
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Revenues:        
Direct Financing Lease, Revenue $ 4,034 $ 4,251 $ 7,916 $ 8,580
Total Revenues 674,940 595,794 1,242,172 1,257,403
Expenses:        
Cost of Goods and Service, Excluding Depreciation, Depletion, and Amortization 493,580 412,089 896,952 908,221
Operating 77,997 90,245 141,204 160,036
General and administrative 25,520 22,886 55,067 49,363
Depreciation and amortization 64,011 51,755 123,047 102,291
Loss (gain) on Disposal or Impairment 8,936 1,824 7,492 (1,742)
Total expenses 670,044 578,799 1,223,762 1,218,169
Earnings from equity method investments 12,695 14,351 26,646 26,965
Operating income 17,591 31,346 45,056 66,199
Other expenses (income), net:        
Interest expense 38,910 35,904 75,562 78,365
Foreign currency transaction loss (gain) (989) 2,314 (1,277) 5,608
Other income, net (1,347) (533) (2,326) (1,483)
Total other expenses, net 36,574 37,685 71,959 82,490
Loss before income taxes (18,983) (6,339) (26,903) (16,291)
Income tax expense (benefit) (6,085) (3,613) (10,691) 19,470
Net loss (12,898) (2,726) (16,212) (35,761)
Net Income (Loss) Attributable to Noncontrolling Interest 12,689 0 16,214 0
Net Income (Loss) Attributable to Parent (25,587) (2,726) (32,426) (35,761)
Less: cumulative preferred stock dividends 6,657 6,211 13,198 11,043
Subsidiary Preferred Stock Dividends, Income Statement Impact 2,577 0 3,684 0
Accretion of Subsidiary Preferred Stock to redemption Value 237 0 13,986 0
Net loss attributable to common shareholders (35,058) (8,937) (63,294) (46,804)
Other comprehensive income, net of income tax 27,387 6,180 13,154 24,351
Comprehensive income (loss) 14,489 3,454 (3,058) (11,410)
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest 8,018 0 13,598 0
Comprehensive Income (Loss), Net of Tax, Attributable to Parent $ (6,218) $ 3,454 $ (32,870) $ (11,410)
Net loss per common share (Note 15):        
Basic $ (0.45) $ (0.11) $ (0.81) $ (0.60)
Diluted $ (0.45) $ (0.11) $ (0.81) $ (0.60)
Product [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax $ 517,002 $ 423,290 $ 937,235 $ 934,058
Service [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 92,636 109,504 180,009 196,172
Storage Revenue [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 40,549 39,463 82,857 84,687
Other revenue [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax $ 20,719 $ 19,286 $ 34,155 $ 33,906
v3.19.2
Condensed Consolidated Statements of Changes in Owners' Equity Statement - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Treasury Stock [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Noncontrolling Interest [Member]
Beginning balance at Dec. 31, 2017 $ 1,658,365 $ 786 $ 1,770,117 $ (8,031) $ (50,706) $ (53,801)  
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | Accounting Standards Update 2014-09 [Member] 11,513 0 0 0 11,513 0  
Net income (loss) (35,761) 0 0 0 (35,761) 0  
Other Comprehensive Income (Loss), Net of Tax 24,351 0 0 0 0 24,351  
Dividends (74,423) 0 (74,423) 0 0 0  
Preferred Stock Dividends, Income Statement Impact (4,830) 0 (4,830) 0 0 0  
Dividend, Share-based Payment Arrangement, Cash (64) 0 (64) 0 0 0  
APIC, Share-based Payment Arrangement, Increase for Cost Recognition 5,545 0 5,545 0 0 0  
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture 521 1 520 0 0 0  
Proceeds from Noncontrolling Interests 0            
Treasury Stock, Retired, Cost Method, Amount 0 (2) 0 8,031 (8,029) 0  
Treasury Stock, Value, Acquired, Cost Method (699) 0 0 (699) 0 0  
Ending balance at Jun. 30, 2018 1,584,518 785 1,696,865 (699) (82,983) (29,450)  
Beginning balance at Mar. 31, 2018 1,620,163 785 1,735,646 (381) (80,257) (35,630)  
Net income (loss) (2,726) 0 0 0 (2,726) 0  
Other Comprehensive Income (Loss), Net of Tax 6,180 0 0 0 0 6,180  
Dividends (37,193) 0 (37,193) 0 0 0  
Preferred Stock Dividends, Income Statement Impact (4,830) 0 (4,830) 0 0 0  
Dividend, Share-based Payment Arrangement, Cash (117) 0 (117) 0 0 0  
APIC, Share-based Payment Arrangement, Increase for Cost Recognition 3,396 0 3,396 0 0 0  
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture (37) 0 (37) 0 0 0  
Treasury Stock, Value, Acquired, Cost Method (318) 0 0 (318) 0 0  
Ending balance at Jun. 30, 2018 1,584,518 785 1,696,865 (699) (82,983) (29,450)  
Beginning balance at Dec. 31, 2018 1,840,321 786 1,615,969 (705) (73,971) (51,247) $ 349,489
Ending balance at Mar. 31, 2019 2,130,487 790 1,496,633 (1,385) (69,764) (71,060) 775,273
Beginning balance at Dec. 31, 2018 1,840,321 786 1,615,969 (705) (73,971) (51,247) 349,489
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | Accounting Standards Update 2018-02 [Member] 0 0 0 0 10,884 (10,884) 0
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | Accounting Standards Update 2016-02 [Member] 162 0 0 0 162 0 0
Net income (loss) (16,212) 0 0 0 (32,426) 0 16,214
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax 24,038 0 0 0 0 10,440 13,598
Other Comprehensive Income (Loss), Net of Tax 13,154            
Dividends (75,736) 0 (75,736) 0 0 0 0
Preferred Stock Dividends, Income Statement Impact (12,970) (12,970)
Dividend, Share-based Payment Arrangement, Cash 884 0 884 0 0 0 0
APIC, Share-based Payment Arrangement, Increase for Cost Recognition 4,864 0 4,864 0 0 0 0
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture 290 4 286 0 0 0 0
Noncontrolling Interest, Increase from Subsidiary Equity Issuance 383,918 0 (64,525) 0 0 0 448,443
Dividends, Subsidiary Preferred Stock, Paid-in-kind (2,171) (1,107) (1,064)
Preferred Stock, Accretion of Redemption Discount (27,424) 0 (13,986) 0 0 0 (13,438)
Proceeds from Noncontrolling Interests 70,521 70,521
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders (72,423) 0 0 0 0 0 (72,423)
Treasury Stock, Value, Acquired, Cost Method (716) 0 0 (716) 0 0 0
Ending balance at Jun. 30, 2019 2,117,346 790 1,453,679 (1,421) (95,351) (51,691) 811,340
Beginning balance at Mar. 31, 2019 2,130,487 790 1,496,633 (1,385) (69,764) (71,060) 775,273
Net income (loss) (12,898) 0 0 0 (25,587) 0 12,689
Other Comprehensive Income (Loss), Net of Tax 27,387 0 0 0 0 19,369 8,018
Dividends (37,341) 0 (37,341) 0 0 0 0
Preferred Stock Dividends, Income Statement Impact (6,541) 0 (6,541) 0 0 0 0
Dividend, Share-based Payment Arrangement, Cash 40 0 40 0 0 0 0
APIC, Share-based Payment Arrangement, Increase for Cost Recognition 2,232 0 2,232 0 0 0 0
Noncontrolling Interest, Increase from Subsidiary Equity Issuance 10,974 0 0 0 0 0 10,974
Dividends, Subsidiary Preferred Stock, Paid-in-kind (2,171) 0 (1,107) 0 0 0 (1,064)
Preferred Stock, Accretion of Redemption Discount (465) 0 (237) 0 0 0 (228)
Proceeds from Noncontrolling Interests 70,521 0 0 0 0 0 70,521
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders (64,843) 0 0 0 0 0 (64,843)
Treasury Stock, Value, Acquired, Cost Method (36) 0 0 (36) 0 0 0
Ending balance at Jun. 30, 2019 $ 2,117,346 $ 790 $ 1,453,679 $ (1,421) $ (95,351) $ (51,691) $ 811,340
v3.19.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Cash flows from operating activities:    
Net loss $ (16,212) $ (35,761)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 123,047 102,291
Loss (gain) on Disposal or Impairment 7,492 (1,742)
Earnings from equity method investments (26,646) (26,965)
Distributions from equity method investments 26,625 26,943
Amortization of debt issuance costs and discount 4,676 3,611
Deferred tax expense (benefit) (17,466) 5,618
Non-cash equity compensation 4,940 5,594
Provision for uncollectible accounts receivable, net of recoveries (84) (250)
Foreign currency transaction loss (gain) (1,277) 5,608
Inventory Write-down 734 0
Changes in operating assets and liabilities (Note 16) (75,943) 11,499
Net cash provided by operating activities 29,886 96,446
Capital expenditures (184,251) (234,294)
Proceeds from sale of long-lived assets 1,679 154
Contributions to equity method investments (20,017) (2,453)
Payments to Acquire Businesses, Net of Cash Acquired (488,297) 0
Proceeds from business divestitures 0 146,735
Distributions in excess of equity in earnings of affiliates 9,861 11,636
Net cash used in investing activities (681,025) (78,222)
Debt issuance costs (13,193) (4,469)
Borrowings on credit facilities and issuance of senior notes, net of discount 556,022 997,500
Principal payments on credit facilities and other obligations (322,553) (1,315,798)
Proceeds from Issuance of Common Stock 448,443 0
Proceeds from subsidiary preferred stock issuance, net of offering costs 223,280 342,299
Proceeds from Noncontrolling Interests 70,521 0
Payments to Noncontrolling Interests (72,423) 0
Repurchase of common stock for payment of statutory taxes due on equity-based compensation (716) (699)
Payments of Dividends (75,736) (74,423)
Proceeds from issuance of common stock under employee stock purchase plan 366 245
Net cash provided by (used in) financing activities 814,011 (55,345)
Effect of exchange rate changes on cash and cash equivalents 3,400 (1,254)
Change in cash and cash equivalents 166,272 (38,375)
Cash and cash equivalents at beginning of period 86,655 93,699
Cash and cash equivalents at end of period $ 252,927 $ 55,324
v3.19.2
Overview
6 Months Ended
Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [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, 2018, 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. Outside ownership interests in consolidated subsidiaries are reported as noncontrolling interests in the condensed consolidated financial statements.
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, 2019, are not necessarily indicative of the results to be expected for the full year ending December 31, 2019.
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, 2018, which are included in our Annual Report on Form 10-K for the year ended December 31, 2018, 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, 2018.
Recently adopted accounting pronouncements
In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. For public entities, this ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those years and early adoption is permitted in the year prior to the effective date. We adopted the standard at January 1, 2019, and recorded a $10.9 million adjustment from accumulated other comprehensive income to retained earnings upon adoption.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, as amended (“ASC 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 is effective for annual periods beginning after December 15, 2018, and interim periods within those years. We have elected the package of practical expedients such that we will not reassess whether any expired or existing contracts contain leases, we will not reassess the lease classification for any expired or existing leases and we will not reassess initial direct costs for any leases. Additionally, we have elected the practical expedient not to reassess certain land easements. As such, certain storage tanks, pipeline leases and land easements, which are not currently treated as leases, may become leases as these agreements are renewed or modified depending on the terms of the renewal or modification. Additionally, the classification for existing leases may change as agreements are renewed or modified. We adopted the standard at January 1, 2019, and recorded approximately $100 million of right of use assets and lease liabilities. We recognized a
cumulative-effect adjustment to the opening balance of retained earnings of approximately $0.2 million as allowed by ASU 2018-11, “Leases (Topic 842): Targeted Improvements”.
Recent accounting pronouncements not yet adopted
On August 27, 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”, which modifies the disclosure requirements in Topic 820 by removing, adding or modifying certain fair value measurement disclosures. For public entities, this ASU is effective for annual periods beginning after December 15, 2019, and interim periods therein. Early adoption is permitted. We will adopt this guidance in the first quarter of 2020. The impact is not expected to be material.
In 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.
v3.19.2
Disposal of long-lived assets
6 Months Ended
Jun. 30, 2019
Disposal of long-lived assets [Line Items]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
DISPOSALS OR IMPAIRMENTS OF LONG-LIVED ASSETS
Six months ended June 30, 2019
In June 2019, we entered into an agreement to sell our Sherman, Texas natural gas gathering and processing assets of our U.S. Gas segment, for $5.3 million in cash. At June 30, 2019, these assets and related liabilities are reflected on the consolidated balance sheet as held for sale and have been written down to net realizable value by recording an impairment of $5.2 million. The sale of these assets closed in July 2019. At June 30, 2019, the assets and liabilities held for sale included $5.5 million of property, plant and equipment, $1.0 million of current assets and $1.9 million of current liabilities.
At June 30, 2019, we recorded a $3.4 million impairment of our Nash, Oklahoma natural gas processing plant within our U.S. Gas segment. The impairment was triggered by the permanent idling of the Nash plant. We used a market approach to determine the fair value of the remaining assets based on assumptions of the equipment’s condition, marketability and salvage value.
On February 25, 2019, we contributed 100% of the issued and outstanding equity interests in our wholly owned subsidiary, SemCAMS ULC, an Alberta unlimited liability company, in exchange for 51% of the common shares of SemCAMS Midstream ULC (“SemCAMS Midstream”), cash, a potential payment contingent on positive final investment decision of a specific project by SemCAMS Midstream, and earnout consideration in the form of a special share in SemCAMS Midstream entitled to dividend payments if either or both of two specific projects proceed and EBITDA thresholds pertaining to those projects are achieved. No gain or loss was recorded on the contribution as we retained control of the contributed subsidiary. Certain deferred tax impacts of the transaction were recorded as an adjustment to Additional Paid-In Capital. Refer to Note 3 for further information.
Six months ended June 30, 2018
On April 12, 2018, we completed the sale of our U.K. operations, SemLogistics, for $73.1 million. We recorded a pre-tax gain on disposal of $0.4 million for the six months ended June 30, 2018. The U.K. business contributed $5.4 million of pre-tax income for the six months ended June 30, 2018, excluding the gain on disposal.
On March 15, 2018, we completed the sale of our Mexican asphalt business for $70.7 million. We recorded a pre-tax gain on disposal of $1.6 million for the six months ended June 30, 2018. 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.
v3.19.2
Acquisitions (Notes)
6 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
3.
ACQUISITIONS

SemCAMS Midstream
On January 9, 2019, a wholly owned subsidiary of SemGroup Corporation, SemCanada II, L.P., an Oklahoma limited partnership, and an affiliate of Kohlberg Kravis Roberts & Co. L.P. and wholly owned subsidiary of KKR Global Infrastructure Investors III L.P., KKR Alberta Midstream Inc., an Alberta corporation (“KKR”), entered into definitive agreements to create a new joint venture company that will own and operate midstream oil and gas infrastructure in Western Canada, SemCAMS Midstream, an Alberta unlimited liability corporation. SemGroup owns 51%, and KKR owns 49%, of SemCAMS Midstream, subsequent to close of the transactions described below.

Share Purchase Agreement
In connection with the formation of SemCAMS Midstream, on January 9, 2019, SemCAMS Midstream entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Meritage Midstream Services III, LP (“Meritage”) to acquire 100% of the issued and outstanding equity interests in Meritage Midstream ULC, an Alberta unlimited liability corporation (“Meritage ULC” and such acquisition, the “Meritage Acquisition”). On February 25, 2019, SemCAMS Midstream completed the Meritage Acquisition pursuant to the Share Purchase Agreement for a debt-free, cash purchase price of C$645.6 million (US$490.8 million at the February 25, 2019 exchange rate), subject to customary post-closing adjustments. The purchase price included C$152.3 million (US$115.8 million at the February 25, 2019 exchange rate) in reimbursements for estimated capital expenditures incurred from September 1, 2018 to the closing of the Meritage Acquisition (the “Meritage Closing”).

Pursuant to the Share Purchase Agreement, SemCAMS Midstream has obtained a representation and warranty insurance policy to cover losses arising from breaches of representations and warranties by Meritage. Each party has agreed to indemnify the other for breaches of covenants and certain other matters, subject to certain exceptions and limitations.

Investment and Contribution Agreement
Concurrently with the execution of the Share Purchase Agreement, SemGroup, KKR and SemCAMS Midstream entered into an Investment and Contribution Agreement (the “Contribution Agreement”). On February 25, 2019, the Contribution (as defined below) closed immediately prior to the Meritage Closing (the “Contribution Closing”). Pursuant to the terms of the Contribution Agreement, each of SemGroup and KKR made the following contributions to SemCAMS Midstream: (i) SemGroup contributed 100% of the issued and outstanding equity interests in its wholly owned subsidiary, SemCAMS ULC, an Alberta unlimited liability company, (the “SemGroup Contribution”) in exchange for (A) 51% of the common shares of SemCAMS Midstream, (B) a cash amount of C$645.6 million (US$490.8 million at the February 25, 2019 exchange rate) subject to adjustments for capital contributions to SemCAMS ULC by SemGroup and other customary adjustments, (C) a potential payment of C$14.7 million (US$11.2 million at the February 25, 2019 exchange rate) contingent on positive final investment decision of a specific project by SemCAMS Midstream, and (D) earnout consideration in the form of a special share in SemCAMS Midstream entitled to dividend payments up to a maximum (pre-tax) aggregate amount of C$50.0 million (US$38.0 million at the February 25, 2019 exchange rate) if either or both of two specific projects proceed and EBITDA thresholds pertaining to those projects are achieved; and (ii) KKR contributed cash in the amount of C$785.6 million (US$597.2 million at the February 25, 2019 exchange rate), capital contributions to SemCAMS ULC by SemGroup and a payment of C$14.7 million (US$11.2 million at the February 25, 2019 exchange rate) contingent on the pursuit of a specific project (unrelated to the two projects referred to above) by SemCAMS Midstream, and other customary adjustments (the “KKR Contribution” and, together with the SemGroup Contribution, the “Contribution”) in exchange for (A) 49% of the common shares of SemCAMS Midstream and (B) 300,000 preferred shares in SemCAMS Midstream (representing C$300 million (US$228.1 million at the February 25, 2019 exchange rate) of KKR cash contribution) which will pay annual dividends of C$87.50 paid on a quarterly basis. SemCAMS Midstream may elect, for any of the first ten quarters following issuance of the preferred shares, to pay the dividends in-kind in the form of additional preferred shares. SemCAMS Midstream will have the right to convert the preferred shares into common shares in the event of an initial public offering of its common shares, at a conversion price equal to 92.5% of the IPO offering price. In connection with the issuance of the preferred shares, KKR received a C$6.0 million (US$4.6 million at the February 25, 2019 exchange rate) transaction fee from SemCAMS Midstream.
Included within the C$645.6 million (US$490.8 million at the February 25, 2019 exchange rate) cash received by SemGroup are reimbursements of C$30.6 million (US$23.3 million at the February 25, 2019 exchange rate) for a 51% share of the deposit made pursuant to the Share Purchase Agreement. KKR’s cash contribution of C$785.6 million (US$597.2 million at the February 25, 2019 exchange rate) does not include C$29.4 million (US$22.4 million at the February 25, 2019 exchange rate), the 49% share of the deposit made pursuant to the Share Purchase Agreement, which was not reimbursed to KKR and forms part of the KKR Contribution.
On June 6, 2019, KKR paid, and SemGroup received, C$14.7 million (US$11.0 million at the June 6, 2019 exchange rate) associated with a positive investment decision of a specific project by SemCAMS Midstream. The payment was recorded as additional proceeds under the Contribution Agreement.
KKR and SemGroup have agreed to indemnify each other for breaches of covenants and certain other matters, subject to certain exceptions and limitations.
Upon the Contribution Closing, KKR and SemGroup entered into a unanimous shareholder agreement (the “Shareholder Agreement”) to cover corporate governance, transfer restrictions, funding obligations and other similar matters related to SemCAMS Midstream. The Shareholder Agreement includes customary restrictions on the activities of SemGroup and KKR that relate to the business of SemCAMS Midstream within a defined area of mutual interest surrounding the location in which SemCAMS Midstream will operate. In addition, the Shareholder Agreement includes certain liquidity rights that allow each of KKR and SemGroup to cause SemCAMS Midstream to pursue an initial public offering of its respective common shares after the third anniversary of the parties’ entry into the Shareholder Agreement.

Purchase price allocation
We are in the process of finalizing the determination of the fair value of consideration exchanged and assets and liabilities acquired at the acquisition date to record the acquisition of Meritage ULC. Further, the acquired business was not yet required to comply with ASU 2016-02 “Leases (Topic 842)”. The determination of the estimated fair values of the assets acquired, including intangible assets and goodwill, and liabilities assumed is not yet complete and adjustments to preliminary amounts could be material.
As of June 30, 2019, we have recorded the preliminary purchase price allocation as follows in USD at the February 25, 2019 exchange rate (in thousands):
Assets acquired
 
Cash
$
2,756

Accounts receivable
29,330

Other current assets
60

Property, plant and equipment
328,497

Intangible assets subject to amortization
115,068

Goodwill
81,266

Total assets acquired
$
556,977

 
 
Consideration
 
Cash
$
491,487

Liabilities assumed
 
Accounts payable and accrued liabilities
32,169

Other noncurrent liabilities
33,321

Total liabilities assumed
65,490

Total consideration
$
556,977


Finite-lived intangibles are amortized over their estimated useful lives. Customer contracts are being amortized over 20 years on a straight-line basis. Goodwill primarily relates to the location of the business and potential for future growth. SemGroup will be able to deduct 51% of the goodwill from the transaction for U.S. income tax purposes. Acquired
property, plant and equipment has been assigned useful lives consistent with our accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018.
From the acquisition date through June 30, 2019, the preliminary purchase price allocation was adjusted to reduce property, plant and equipment and intangible assets subject to amortization by $2.2 million and $0.5 million, respectively, offset by a decrease in other noncurrent liabilities of $0.1 million. Accordingly, goodwill recognized at acquisition of $78.8 million increased to $81.3 million as of June 30, 2019.
v3.19.2
Equity Method Investments
6 Months Ended
Jun. 30, 2019
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, 2019
 
December 31, 2018
White Cliffs Pipeline, L.L.C.
$
265,200

 
$
255,043

NGL Energy Partners LP
18,986

 
18,966

Total equity method investments
$
284,186

 
$
274,009



Our earnings from equity method investments consisted of the following (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
White Cliffs Pipeline, L.L.C.
$
12,688

 
$
14,338

 
$
26,625

 
$
26,943

NGL Energy Partners LP
7

 
13

 
21

 
22

Total earnings from equity method investments
$
12,695

 
$
14,351

 
$
26,646

 
$
26,965


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, 2019 and 2018, is shown below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Revenue
$
41,962

 
$
44,209

 
$
87,586

 
$
84,600

Costs of products sold, exclusive of depreciation and amortization
$
(228
)
 
$
(415
)
 
$
(7
)
 
$
(31
)
Operating, general and administrative expenses
$
8,047

 
$
6,594

 
$
16,859

 
$
11,997

Depreciation and amortization expense
$
9,265

 
$
9,606

 
$
18,528

 
$
19,197

Net income
$
24,878

 
$
28,423

 
$
52,206

 
$
53,437


We received cash distributions from White Cliffs of $16.0 million and $19.4 million for the three months ended June 30, 2019 and 2018, respectively. We received cash distributions from White Cliffs of $36.5 million and $38.6 million for the six months ended June 30, 2019 and 2018, respectively.
The members of White Cliffs are required to contribute capital to White Cliffs to fund various projects. In 2018, we announced that we will convert one of the White Cliffs 12-inch carrier pipelines from crude service to natural gas liquids service. For the three months and six months ended June 30, 2019, we contributed $10.6 million and $20.0 million, respectively, to fund the conversion project. For the three months and six months ended June 30, 2018, we contributed $1.8 million and $1.8 million, respectively, to fund the conversion project. Remaining contributions related to the conversion project will be paid in 2019 and are expected to total $8.7 million. The project is expected to be completed during the fourth quarter of 2019.
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.
v3.19.2
Financial Instruments
6 Months Ended
Jun. 30, 2019
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, 2019 and December 31, 2018 (in thousands):
 
June 30, 2019
 
Level 1
 
Level 2
 
Level 3
 
Netting (1)
 
Total - Net
Assets:
 
 
 
 
 
 
 
 
 
Commodity derivatives (2)
$
87

 
$

 
$

 
$
(87
)
 
$

Total assets
87

 

 

 
(87
)
 

Liabilities:
 
 
 
 
 
 
 
 
 
Commodity derivatives (2)
6,123

 

 

 
(87
)
 
6,036

Foreign currency forwards

 
158

 

 

 
158

Interest rate swaps

 

 
3,676

 

 
3,676

Total liabilities
6,123

 
158

 
3,676

 
(87
)
 
9,870

Net assets (liabilities) at fair value
$
(6,036
)
 
$
(158
)
 
$
(3,676
)
 
$

 
$
(9,870
)
 
 
 
 
 
 
 
 
 
 
 
December 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Netting (1)
 
Total - Net
Assets:
 
 
 
 
 
 
 
 
 
Commodity derivatives (2)
$
4,658

 
$

 
$

 
$
(973
)
 
$
3,685

Total assets
4,658

 

 

 
(973
)
 
3,685

Liabilities:
 
 
 
 
 
 
 
 
 
Commodity derivatives (2)
973

 

 

 
(973
)
 

Foreign currency forwards

 
2,985

 

 

 
2,985

Interest rate swaps

 

 
1,482

 

 
1,482

Total liabilities
973

 
2,985

 
1,482

 
(973
)
 
4,467

Net assets (liabilities) at fair value
$
3,685

 
$
(2,985
)
 
$
(1,482
)
 
$

 
$
(782
)
(1) Commodity derivatives are subject to netting arrangements.
(2) Relates primarily to exchange traded futures. Gain and loss positions on multiple contracts are settled net on a daily basis with the exchange.
“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, 2019 and December 31, 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,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Net assets (liabilities) at beginning of the period
$
(2,175
)
 
$
130

 
$
(1,482
)

$
(1,228
)
Transfers out of Level 3

 

 



Realized/Unrealized gain (loss) included in earnings*
(1,501
)
 
(84
)
 
(2,194
)

1,219

Settlements

 
64

 


119

Net assets (liabilities) at end of period
$
(3,676
)
 
$
110

 
$
(3,676
)

$
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).
See Note 7 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,
 
2019
 
2018
 
2019
 
2018
Sales
4,374

 
3,624

 
9,108

 
7,763

Purchases
4,121

 
3,816

 
9,025

 
7,191


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, 2019
 
December 31, 2018
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Commodity contracts
$

 
$
6,036

 
$
3,685

 
$


We have posted margin deposits as collateral with brokers who have the right of set off associated with these funds. At June 30, 2019 and December 31, 2018, our margin deposit balances were $10.6 million and $0.1 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, 2019 and December 31, 2018, we would have had asset positions of $4.6 million and $3.8 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,
 
2019
 
2018
 
2019
 
2018
Commodity contracts
$
2,865

 
$
(9,094
)
 
$
(7,720
)
 
$
(12,230
)

Interest rate swaps
We have interest rate swaps which allow us to limit exposure to interest rate fluctuations. The swaps only apply to a portion of our outstanding debt and provide only partial mitigation of interest rate fluctuations. We have not designated the swaps as hedges, as such, and changes in the fair value of the swaps are recorded through current period earnings as a component of interest expense. At June 30, 2019 and December 31, 2018, we had interest rate swaps with notional values of $422.0 million and $524.3 million, respectively. At June 30, 2019, the fair value of our interest rate swaps was $3.7 million, which was reported within “other current liabilities” and “other noncurrent liabilities” in our condensed consolidated balance sheet. At December 31, 2018, the fair value of our interest rate swaps was $1.5 million, which was reported within “other current liabilities” and “other noncurrent liabilities” in our condensed consolidated balance sheet. For the three months ended June 30, 2019 and 2018, we recognized realized and unrealized losses of $1.5 million and $0.1 million related to interest rate swaps, respectively. For the six months ended June 30, 2019 and 2018, we recognized realized and unrealized losses of $2.2 million and realized and unrealized gains of $1.2 million related to interest rate swaps, respectively.
Foreign currency forwards
We have foreign currency forwards primarily to purchase Canadian dollars to limit exposure to foreign currency rate fluctuations for capital contributions to our Canada segment primarily to fund capital projects. We have not designated the forwards as hedges; therefore, changes in the fair value of the forwards are recorded through current period earnings as a component of foreign currency transaction gains and losses. At June 30, 2019 and December 31, 2018, we had foreign currency forwards with notional values of $6.0 million and $56.1 million, respectively. At June 30, 2019 and December 31, 2018, the fair value of our foreign currency forwards was $0.2 million and $3.0 million, respectively, which is reported within "other current liabilities" in our condensed consolidated balance sheet. For the three months ended June 30, 2019 and 2018, we recognized realized and unrealized gains of $1.0 million and realized and unrealized losses of $2.1 million related to foreign currency forwards, respectively. For the six months ended June 30, 2019 and 2018, we recognized realized and unrealized gains of $1.3 million and realized and unrealized losses of $6.5 million related to foreign currency forwards, respectively.
Concentrations of risk
During the three months ended June 30, 2019, two customers, primarily of our U.S. Liquids segment, accounted for more than 10% of our consolidated revenue with revenues of $222.4 million. Three third-party suppliers, primarily of our U.S. Liquids segment, accounted for more than 10% of our consolidated costs of products sold with purchases of $165.3 million.
During the six months ended June 30, 2019, two customers, primarily of our U.S. Liquids segment, accounted for more than 10% of our consolidated revenue with revenues of $415.0 million. One third-party supplier, primarily of our U.S. Liquids segment, accounted for more than 10% of our consolidated costs of products sold with purchases of $110.7 million.
At June 30, 2019, one third-party customer, primarily of our U.S. Liquids segment, accounted for approximately 12% of our consolidated accounts receivable.
v3.19.2
Income Taxes
6 Months Ended
Jun. 30, 2019
Income Tax Disclosure [Abstract]  
INCOME TAXES
INCOME TAXES
The effective tax rate was 32% and 57% for the three months ended June 30, 2019 and 2018, respectively. The effective tax rate was 40% and (120)% for the six months ended June 30, 2019 and 2018, respectively. The rate for the six months ended June 30, 2019, is impacted by $1.1 million Canadian withholding tax paid on remittances to the U.S., non-controlling interests in Maurepas Pipeline, LLC and SemCAMS Midstream ULC for which taxes are not provided and a discrete tax benefit of $12.1 million on a statutory rate reduction enacted in Alberta, Canada. 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. 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, 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, and the U.S. deduction for foreign taxes. 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, state or foreign jurisdictions.
v3.19.2
Long-Term Debt
6 Months Ended
Jun. 30, 2019
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, 2019
 
June 30,
2019
 
December 31,
2018
Senior unsecured notes due 2022
5.6250%
 
$
400,000

 
$
400,000

Senior unsecured notes due 2023
5.6250%
 
350,000

 
350,000

Senior unsecured notes due 2025
6.3750%
 
325,000

 
325,000


Senior unsecured notes due 2026
7.2500%
 
300,000

 
300,000

SemGroup $1.0 billion corporate revolving credit facility (1)
 
 


 


Alternate base rate borrowings
 

 
24,500

Eurodollar borrowings
 

 
95,000

HFOTCO term loan B (2)
5.1600%
 
594,000

 
597,000

HFOTCO tax exempt notes payable due 2050
3.3259%
 
225,000

 
225,000

SemCAMS Midstream term loan A(3)
 
 
 
 
 
Banker’s acceptance borrowings
4.5162%
 
267,262

 

Prime rate borrowings
5.2000%
 
5

 

SemCAMS Midstream C$525 million revolving credit facility (4)
 
 
 
 
 
Banker’s acceptance borrowings
4.5016%
 
61,090

 

Prime rate borrowings
5.2000%
 
33,599

 

SemCAMS Midstream KAPS Facility(5)
 

 

Unamortized premium (discount) and debt issuance costs, net
 
 
(32,377
)
 
(31,666
)
Total long-term debt, net
 
 
2,523,579

 
2,284,834

Less: current portion of long-term debt
 
 
12,682

 
6,000

Noncurrent portion of long-term debt, net
 
 
$
2,510,897

 
$
2,278,834


(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.
(3)
SemCAMS Midstream term loan A is due in quarterly installments of C$4.4 million beginning March 31, 2020 and increasing to C$6.6 million on March 31, 2022 with a final payment on February 25, 2024.
(4)
SemCAMS Midstream C$525 million (US$400.9 million at the June 30, 2019 exchange rate) revolving credit facility matures on February 25, 2024.
(5)
SemCAMS Midstream KAPS Facility matures on June 13, 2024.
SemCAMS Midstream Credit Agreement
On February 25, 2019, SemCAMS Midstream entered into a credit agreement, together with The Toronto-Dominion Bank, as administrative agent, providing for a C$350 million (US$267.3 million at the June 30, 2019 exchange rate) senior secured term loan facility and a C$450 million (US$343.6 million at the June 30, 2019 exchange rate) senior secured revolving credit facility. On June 13, 2019, SemCAMS Midstream entered into an amended and restated credit agreement (the “Credit Agreement”), which increased the senior secured revolving credit facility capacity to C$525 million (US$400.9 million at the June 30, 2019 exchange rate) and added a C$300 million (US$229.1 million at the June 30, 2019 exchange rate) senior secured construction loan facility (the “KAPS Facility”). The term loan facility and the revolving credit facility mature on February 25, 2024. The KAPS Facility matures on June 13, 2024. SemCAMS Midstream may incur additional term loans and revolving commitments in an aggregate amount not to exceed C$250 million (US$190.9 million at the June 30, 2019 exchange rate), subject to receiving commitments for such additional term loans or revolving commitments from either new lenders or increased commitments from existing lenders.
Pledges and guarantees
Our senior unsecured notes are guaranteed by certain subsidiaries. See Note 18 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, Buffalo Gulf Coast Terminals LLC. The HFOTCO tax exempt notes payable have a priority position over the HFOTCO term loan B.
The SemCAMS Midstream Credit Agreement is guaranteed on a non-recourse basis by each of SemGroup and KKR, limited to each respective entity’s equity interests in SemCAMS Midstream, and fully guaranteed by any future material
subsidiary of SemCAMS Midstream. The obligations under the Credit Agreement and related lender hedge instruments and cash management instruments are secured by a lien on substantially all of the property and assets of SemCAMS Midstream and the other loan parties, subject to customary exceptions.
Letters of credit
We had the following outstanding letters of credit at June 30, 2019 (dollars in thousands):
SemGroup $1.0 billion revolving credit facility
1.75%
$
27,335

SemGroup secured bi-lateral (1)
1.75%
$
46,125

SemCAMS Midstream revolving credit facility
2.25%
$
22,909

SemCAMS Midstream secured bi-lateral (1)
1.75%
$
3,734

(1) Secured bi-lateral letters of credit are external to the SemGroup $1.0 billion revolving credit facility and the SemCAMS Midstream C$525 million (US$400.9 million at the June 30, 2019 exchange rate) revolving credit facility and do not reduce availability for borrowing on the credit facilities.
Capitalized interest
During the six months ended June 30, 2019 and 2018, we capitalized interest of $3.5 million and $6.5 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, 2019, which is categorized as a Level 2 measurement.
v3.19.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
QPSE
On June 7, 2019, QPS Engineering LLC (“QPSE”) filed an Original Petition against SemGroup Corporation in the District Court of Tulsa County in Tulsa, Oklahoma (the “Lawsuit”). QPSE claims it is entitled to payment of $22 million in fees, which are being withheld by Maurepas Pipeline, LLC as liquidated damages as allowed by the terms of an engineering, procurement and construction contract (“EPC Contract”) between QPSE and Maurepas Pipeline, LLC for the construction of the Maurepas Pipeline. SemGroup Corporation is the guarantor of Maurepas Pipeline’s obligations under the EPC Contract. QPSE also claims additional damages including attorney’s fees and costs incurred in unspecified amounts. On July 5, 2019, SemGroup filed an answer and affirmative defenses denying QPSE’s claims. Because of the uncertainties inherent in litigation, we cannot predict the outcome of the Lawsuit, nor can we predict the amount of time and expense that will be required to resolve it. We believe QPSE’s claims are without merit and intend to defend vigorously against the Lawsuit. Withheld amounts are reflected as retainage payable, which is included in accounts payable on our condensed consolidated balance sheet, and the disposition of such amounts will ultimately impact the carrying value of the asset.
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 U.S. Liquids and one owned by U.S. Gas) 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, 2019, we have an asset retirement obligation liability of $25.8 million, which is included within “other noncurrent liabilities” on our condensed consolidated balance sheets. This amount was calculated using the $141.7 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, 2019, such commitments included the following (in thousands):
 
Volume
(Barrels)
 
Value
Fixed price purchases
2,634

 
$
144,008

Fixed price sales
2,853

 
$
157,506

Floating price purchases
13,197

 
$
751,703

Floating price sales
16,001

 
$
797,728


Certain of the commitments shown in the table above relate to agreements to purchase product from a counterparty and to sell a similar amount of product (in a different location) to the same counterparty. Many of the commitments shown in the table above are cancellable by either party, as long as notice is given within the time frame specified in the agreement (generally 30 to 120 days).
Our U.S. Gas segment has a take-or-pay contractual obligation related to the fractionation of natural gas liquids through June 2023. The approximate amount of future obligation is as follows (in thousands):
For year ending:
 
December 31, 2019
$
4,932

December 31, 2020
9,063

December 31, 2021
7,337

December 31, 2022
6,905

December 31, 2023
2,854

Thereafter

Total expected future payments
$
31,091


Our U.S. Gas segment also enters into contracts under which we are responsible for marketing the majority of the gas and natural gas liquids produced by the counterparties to the agreements. The majority of U.S. Gas’s revenues were generated from such contracts.
Our U.S. Liquids 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, 2019
$
11,022

December 31, 2020
19,751

December 31, 2021
12,976

December 31, 2022
13,231

December 31, 2023
13,496

Thereafter
6,817

Total expected future payments
$
77,293


On May 14, 2019, SemCAMS Midstream announced a new asset joint venture with Keyera Corp. to construct a natural gas liquids (NGL) and condensate pipeline system to connect the liquids-rich Montney and Duvernay production areas of northwestern Alberta to the fractionation and condensate hubs in Fort Saskatchewan, Alberta. The total cost for the project is estimated to be C$1.3 billion (US$992.7 million at June 30, 2019 exchange rate) for which SemCAMS Midstream will be responsible for 50%. SemCAMS Midstream’s noncontrolling interest holder is expected to contribute 49% of SemCAMS Midstream’s construction costs. Construction is expected to begin in mid-2020 and be completed by the first half of 2022.
v3.19.2
Equity
6 Months Ended
Jun. 30, 2019
Stockholders' Equity Note [Abstract]  
EQUITY
EQUITY
Equity issuances
During the six months ended June 30, 2019, 32,468 shares under the Employee Stock Purchase Plan were issued and 345,239 shares related to our equity-based compensation awards vested.
Equity-based compensation
At June 30, 2019, there were 1,638,887 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 538,000 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, 2019, the value of the UDs related to unvested restricted stock awards was approximately $2.1 million.
During the six months ended June 30, 2019, we granted 818,603 restricted stock awards with a weighted average grant date fair value of $14.80 per award.
Noncontrolling interests
A 49% interest in our consolidated subsidiary, SemCAMS Midstream, in the form of common shares, is reported as a noncontrolling interest in our condensed consolidated financial statements.
A 49% interest in our consolidated subsidiary, Maurepas Pipeline, LLC, in the form of Class B shares of Maurepas Pipeline, LLC is reported as a noncontrolling interest in our condensed consolidated financial statements. The Class B shares provide for a monthly preference on Maurepas Pipeline, LLC distributions for the owners.
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, 2018
 
$
0.4725

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

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

 
August 20, 2018
 
August 29, 2018
December 31, 2018
 
$
0.4725

 
November 16, 2018
 
November 26, 2018
 
 
 
 
 
 
 
March 31, 2019
 
$
0.4725

 
March 4, 2019
 
March 14, 2019
June 30, 2019
 
$
0.4725

 
May 10, 2019
 
May 20, 2019
September 30, 2019
 
$
0.4725

 
August 15, 2019
 
August 26, 2019

v3.19.2
Preferred Stock
6 Months Ended
Jun. 30, 2019
Preferred Stock [Abstract]  
Preferred Stock [Text Block]
REDEEMABLE PREFERRED STOCK
    
SemGroup redeemable preferred stock
The following table sets forth the preferred stock dividends declared or paid-in-kind for the periods indicated (in thousands):
Quarter Ended
 
Dividend Paid-In-Kind
 
Date Paid
March 31, 2018*
 
$
4,832

 
May 25, 2018
June 30, 2018
 
$
6,211

 
August 29, 2018
September 30, 2018
 
$
6,317

 
November 26, 2018
December 31, 2018
 
$
6,430

 
March 1, 2019
 
 
 
 
 
March 31, 2019
 
$
6,541

 
May 20, 2019
June 30, 2019
 
$
6,657

 
August 26, 2019
*Prorated from January 19, 2018 to March 31, 2018
These dividends paid-in-kind increased the liquidation preference such that as of June 30, 2019, the preferred stock was convertible into 11,525,181 shares.
Subsidiary redeemable preferred stock
In conjunction with the formation of our SemCAMS Midstream joint venture, SemCAMS Midstream issued 300,000 shares of cumulative preferred stock with a C$1,000 (US$764 at the June 30, 2019 exchange rate) notional value which pay annual dividends of C$87.50 per share. The preferred stock is redeemable at SemCAMS Midstream’s option subsequent to the third anniversary of issuance at a redemption price of C$1,100 (US$840 at the June 30, 2019 exchange rate) per share. The preferred stock is redeemable by the holder contingent upon a change of control or liquidation of SemCAMS Midstream. The preferred stock is convertible to SemCAMS Midstream common shares in the event of an initial public offering by SemCAMS Midstream.
The preferred stock was issued for proceeds of C$293.7 million (US$223.8 million at the historical rate) which is net of C$6.3 million (US$4.8 million at the historical rate) of costs. As the preferred stock is redeemable after three years, we have made a policy election to record the preferred stock at the redemption amount. The accretion to redemption amount is treated as a reduction to SemCAMS common equity held by SemGroup and the noncontrolling interest holders.
Dividends on the preferred stock are payable in-kind for the first ten quarters subsequent to issuance. SemCAMS elected to pay in-kind dividends for the first quarter of 2019 in the amount of C$2.5 million (US$1.9 million at the March 31, 2019 exchange rate), which is prorated for the period from February 25, 2019 to March 31, 2019. The dividend paid-in-kind increased the Liquidation Preference such that as of June 30, 2019, the preferred stock was convertible into 302,480  shares.
v3.19.2
Accumulated Other Comprehensive Income(Notes)
6 Months Ended
Jun. 30, 2019
Accumulated Other Comprehensive Income [Abstract]  
Comprehensive Income (Loss) Note [Text Block]
ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in the components of accumulated other comprehensive loss for the periods shown (in thousands):
 
Three Months Ended June 30, 2019
 
Currency
Translation
 
Employee
Benefit
Plans
 
Total
 
Attributable to Noncontrolling Interest
 
Attributable to SemGroup
March 31, 2019
$
(60,435
)
 
$
(5,045
)
 
$
(65,480
)
 
$
5,580

 
$
(71,060
)
Currency translation adjustment, net of income tax expense of $8,481
27,287

 

 
27,287

 
7,969

 
19,318

Changes related to benefit plans, net of income tax expense of $37

 
100

 
100

 
49

 
51

June 30, 2019
$
(33,148
)
 
$
(4,945
)
 
$
(38,093
)
 
$
13,598

 
$
(51,691
)
 
Three Months Ended June 30, 2018
 
Currency
Translation
 
Employee
Benefit
Plans
 
Total
March 31, 2018
$
(32,846
)
 
$
(2,784
)
 
$
(35,630
)
Currency translation adjustment, net of income tax benefit of $5,123
(15,863
)
 

 
(15,863
)
Currency translation adjustment reclassified to gain on disposal, net of income tax expense of $7,117
22,041

 

 
22,041

Changes related to benefit plans, net of income tax expense of $0

 
2

 
2

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

 
Six Months Ended June 30, 2019
 
Currency
Translation
 
Employee
Benefit
Plans
 
Total
 
Attributable to Noncontrolling Interest
 
Attributable to SemGroup
December 31, 2018
$
(45,816
)
 
$
(5,431
)
 
$
(51,247
)
 
$

 
$
(51,247
)
Currency translation adjustment, net of income tax expense of $7,311
23,552

 

 
23,552

 
13,581

 
9,971

Reclassification of certain tax effects from adoption of ASU 2018-02
(10,884
)
 

 
(10,884
)
 

 
(10,884
)
Changes related to benefit plans, net of income tax expense of $180

 
486

 
486

 
17

 
469

June 30, 2019
$
(33,148
)
 
$
(4,945
)
 
$
(38,093
)

$
13,598


$
(51,691
)

 
Six Months Ended June 30, 2018
 
Currency
Translation
 
Employee
Benefit
Plans
 
Total
December 31, 2017
$
(51,014
)
 
$
(2,787
)
 
$
(53,801
)
Currency translation adjustment, net of income tax benefit of $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

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

v3.19.2
Revenue
6 Months Ended
Jun. 30, 2019
Revenue from Contract with Customer [Abstract]  
Revenue from Contract with Customer [Text Block]
REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregated revenue

Our revenue is disaggregated by segment and by activity below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
U.S. Liquids
 
 
 
 
 
 
 
Product sales
$
492,084

 
$
381,721

 
$
877,114

 
$
825,118

Pipeline transportation
21,236

 
21,602

 
42,357

 
41,941

Truck transportation
3,175

 
7,046

 
7,117

 
12,774

Storage fees
41,113

 
38,812

 
82,857

 
76,933

Facility service fees
13,391

 
12,701

 
31,140

 
23,732

Lease revenue
4,034

 
4,251

 
7,916

 
8,580

 
 
 
 
 
 
 
 
U.S. Gas
 
 
 
 
 
 
 
Product sales
28,901

 
44,775

 
68,393

 
84,484

Service fees
12,149

 
17,598

 
25,816

 
33,785

Other revenue
16

 

 
83

 

 
 
 
 
 
 
 
 
Canada

 

 

 

Service fees
42,139

 
50,402

 
73,615

 
80,944

Other revenue
20,685

 
19,229

 
34,036

 
33,832

 
 
 
 
 
 
 
 
Corporate and Other
 
 
 
 
 
 
 
Product sales

 

 

 
31,319

Storage fees

 
651

 

 
7,754

Service fees

 
211

 

 
3,052

Intersegment eliminations
(3,983
)
 
(3,205
)
 
(8,272
)
 
(6,845
)
 

 

 

 

Total revenue
$
674,940

 
$
595,794

 
$
1,242,172

 
$
1,257,403



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 utilized 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. At June 30, 2019, the amount and timing of revenue recognition for such contracts is as follows (in thousands):
 
2019
 
2020
 
2021
 
2022
 
2023
 
Thereafter
Expected timing of revenue recognized for remaining performance obligations
$
188,220

 
$
269,397

 
$
222,702

 
$
225,308

 
$
226,892

 
$
2,008,649



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,
2019
 
December 31,
2018
Noncurrent receivables
$
14,036

 
$
11,496



Deferred revenue

We record deferred revenue when we have received a payment in advance of delivering a product or performing a service. For the three months ended June 30, 2019 and 2018, we recognized $0.3 million and $0.4 million, respectively, of revenue which was included in deferred revenue at the beginning of the period. For the six months ended June 30, 2019 and 2018, we recognized $0.6 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, 2019 and December 31, 2018, we had contract assets of $9.2 million and $9.4 million, respectively, related to costs incurred to obtain contracts which had been expensed as incurred under previous guidance. These costs are reported within “other noncurrent assets” on the condensed consolidated balance sheets and are being amortized straight-line over 25 years, the life of the related contracts. We recognized $0.1 million and $0.1 million of amortization of these assets for the three months ended June 30, 2019 and 2018, respectively. We recognized $0.2 million and $0.2 million of amortization of these assets for the six months ended June 30, 2019 and 2018, respectively.
v3.19.2
Leases Leases
6 Months Ended
Jun. 30, 2019
Leases [Abstract]  
Lessee, Finance Leases [Text Block]
13.
LEASES
SemGroup is a lessee of buildings, land, compressors, vehicles, office equipment and other small equipment under operating leases of varying durations. These leases have fixed and variable payments with variable payments generally being based on usage or the pass through of ownership costs from the lessors. Generally, these leases contain the right to extend the lease for a limited term or on a month to month basis subsequent to expiration of the initial term. Lease renewal periods have been accounted for where we have the right to extend the term and the renewal is reasonably assured at lease inception.
SemGroup is a lessor of certain land, storage tanks and a barge dock located on the Gulf Coast. Based on the terms of the agreement, these assets are accounted for as a direct financing lease. This lease has fixed and variable payments with variable payments generally being based on usage. The agreement has a 10 year initial term and the customer has the right to renew for two successive five year periods. Subsequent to those periods, either party may cancel the agreement, otherwise it will continue to renew for five year periods. Risks related to unguaranteed residual values are mitigated through insurance and regular maintenance.
We have elected the practical expedients offered by ASC 842 which do not require a reassessment of whether existing or completed contracts at adoption contain a lease, the lease classification or initial direct costs. Additionally, we have elected the practical expedient not to reassess certain land easements at adoption. As such, certain storage tank, pipeline leases and land easements, which are not currently treated as leases, may become leases if these agreements are renewed or modified depending on the terms of the renewal or modification. Additionally, the classification for existing leases may change as agreements are renewed or modified.
Lessee
We have elected the practical expedient to not separate lease and non-lease components for agreements where we lease land, buildings, storage tanks, compressors, and small machinery and equipment. Financing and operating lease liabilities are reported within “Other current liabilities” and “Other noncurrent liabilities” in our condensed consolidated balance sheet.
At June 30, 2019, we have recorded the following right-of-use assets and lease liabilities (in thousands):
 
June 30, 2019
Right of use assets
 
    Financing
$
2,909

    Operating
$
90,180

Lease liabilities
 
    Financing
$
2,945

    Operating
$
92,855


During the three months and six months ended June 30, 2019, we have recorded the following (in thousands):
 
Three Months Ended June 30, 2019
 
Six Months Ended June 30, 2019
Finance lease cost:
 
 
 
   Amortization of right-of-use assets
$
161

 
$
323

   Interest expense on lease liabilities
$
39

 
$
79

Operating lease costs
$
2,263

 
$
4,500

Variable lease costs
$
478

 
$
1,068

Cash paid for amounts included in the measurement of lease liabilities:
 
 
 
   Financing
$
144

 
$
239

   Operating
$
990

 
$
1,623

Noncash information on lease liabilities arising from obtaining right-of-use assets:
 
 
 
   Financing
$

 
$
3,232


Weighted average remaining lease term (in years):
 
 
 
   Financing
 
 
4.5 years

   Operating
 
 
40.5 years

Weighted average discount rate:
 
 
 
   Financing

 
5.16
%
   Operating

 
5.16
%

Undiscounted cash flows for the remainder of the year and on an annual basis for the following years are as follows (in thousands):
 
Financing
 
Operating
2019
$
366

 
$
3,280

2020
732

 
6,793

2021
732

 
7,041

2022
732

 
6,446

2023
732

 
5,900

Thereafter

 
206,312

Total undiscounted cash flows
$
3,294

 
$
235,772

Short-term lease liabilities
$
607

 
$
5,057

Long-term lease liabilities
2,338

 
87,798

Total lease liabilities
$
2,945

 
$
92,855

Difference
$
349

 
$
142,917


Lessor
At June 30, 2019, the components of our net investment in direct financing leases are as follows (in thousands):
 
June 30, 2019
Carrying amount of receivable
$
76,461

Unguaranteed residual value
69,222

Deferred selling profit on direct financing leases
(76,461
)
Net investment in sales-type and direct financing leases
$
69,222



For the three months and six months ended June 30, 2019, we have recognized the following amounts of income from our direct financing leases as follows (in thousands):
 
Three Months Ended June 30, 2019
 
Six Months Ended June 30, 2019
Interest income
$
3,432

 
$
6,865

Income related to variable lease payments not included in the lease receivable
602

 
1,051

Total direct financing lease revenue
$
4,034

 
$
7,916



Undiscounted cash flows on an annual basis are as follows (in thousands):
 
Direct financing leases
2019
$
6,867

2020
13,031

2021
12,800

2022
12,804

2023
12,808

Thereafter
18,151

Total undiscounted cash flows
$
76,461


Leases of Lessor Disclosure [Text Block]
13.
LEASES
SemGroup is a lessee of buildings, land, compressors, vehicles, office equipment and other small equipment under operating leases of varying durations. These leases have fixed and variable payments with variable payments generally being based on usage or the pass through of ownership costs from the lessors. Generally, these leases contain the right to extend the lease for a limited term or on a month to month basis subsequent to expiration of the initial term. Lease renewal periods have been accounted for where we have the right to extend the term and the renewal is reasonably assured at lease inception.
SemGroup is a lessor of certain land, storage tanks and a barge dock located on the Gulf Coast. Based on the terms of the agreement, these assets are accounted for as a direct financing lease. This lease has fixed and variable payments with variable payments generally being based on usage. The agreement has a 10 year initial term and the customer has the right to renew for two successive five year periods. Subsequent to those periods, either party may cancel the agreement, otherwise it will continue to renew for five year periods. Risks related to unguaranteed residual values are mitigated through insurance and regular maintenance.
We have elected the practical expedients offered by ASC 842 which do not require a reassessment of whether existing or completed contracts at adoption contain a lease, the lease classification or initial direct costs. Additionally, we have elected the practical expedient not to reassess certain land easements at adoption. As such, certain storage tank, pipeline leases and land easements, which are not currently treated as leases, may become leases if these agreements are renewed or modified depending on the terms of the renewal or modification. Additionally, the classification for existing leases may change as agreements are renewed or modified.
Lessee
We have elected the practical expedient to not separate lease and non-lease components for agreements where we lease land, buildings, storage tanks, compressors, and small machinery and equipment. Financing and operating lease liabilities are reported within “Other current liabilities” and “Other noncurrent liabilities” in our condensed consolidated balance sheet.
At June 30, 2019, we have recorded the following right-of-use assets and lease liabilities (in thousands):
 
June 30, 2019
Right of use assets
 
    Financing
$
2,909

    Operating
$
90,180

Lease liabilities
 
    Financing
$
2,945

    Operating
$
92,855


During the three months and six months ended June 30, 2019, we have recorded the following (in thousands):
 
Three Months Ended June 30, 2019
 
Six Months Ended June 30, 2019
Finance lease cost:
 
 
 
   Amortization of right-of-use assets
$
161

 
$
323

   Interest expense on lease liabilities
$
39

 
$
79

Operating lease costs
$
2,263

 
$
4,500

Variable lease costs
$
478

 
$
1,068

Cash paid for amounts included in the measurement of lease liabilities:
 
 
 
   Financing
$
144

 
$
239

   Operating
$
990

 
$
1,623

Noncash information on lease liabilities arising from obtaining right-of-use assets:
 
 
 
   Financing
$

 
$
3,232


Weighted average remaining lease term (in years):
 
 
 
   Financing
 
 
4.5 years

   Operating
 
 
40.5 years

Weighted average discount rate:
 
 
 
   Financing

 
5.16
%
   Operating

 
5.16
%

Undiscounted cash flows for the remainder of the year and on an annual basis for the following years are as follows (in thousands):
 
Financing
 
Operating
2019
$
366

 
$
3,280

2020
732

 
6,793

2021
732

 
7,041

2022
732

 
6,446

2023
732

 
5,900

Thereafter

 
206,312

Total undiscounted cash flows
$
3,294

 
$
235,772

Short-term lease liabilities
$
607

 
$
5,057

Long-term lease liabilities
2,338

 
87,798

Total lease liabilities
$
2,945

 
$
92,855

Difference
$
349

 
$
142,917


Lessor
At June 30, 2019, the components of our net investment in direct financing leases are as follows (in thousands):
 
June 30, 2019
Carrying amount of receivable
$
76,461

Unguaranteed residual value
69,222

Deferred selling profit on direct financing leases
(76,461
)
Net investment in sales-type and direct financing leases
$
69,222



For the three months and six months ended June 30, 2019, we have recognized the following amounts of income from our direct financing leases as follows (in thousands):
 
Three Months Ended June 30, 2019
 
Six Months Ended June 30, 2019
Interest income
$
3,432

 
$
6,865

Income related to variable lease payments not included in the lease receivable
602

 
1,051

Total direct financing lease revenue
$
4,034

 
$
7,916



Undiscounted cash flows on an annual basis are as follows (in thousands):
 
Direct financing leases
2019
$
6,867

2020
13,031

2021
12,800

2022
12,804

2023
12,808

Thereafter
18,151

Total undiscounted cash flows
$
76,461


v3.19.2
Segments
6 Months Ended
Jun. 30, 2019
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.
In the fourth quarter of 2018, due to recent changes in our asset portfolio, the company elected to reorganize its business structure and reporting relationships to enhance execution and capture operating efficiencies. In conjunction with the reorganization, our reportable segments have changed. Prior period segment disclosures have been recast to reflect the new segments. U.S. Liquids includes the results of our U.S. crude oil operations, including the results of our historical HFOTCO segment. U.S. Gas contains the results of our historical SemGas segment. Canada includes the operations of our historical SemCAMS segment. Our prior SemMexico and SemLogistics segments are included within Corporate and Other, as these businesses were disposed of in 2018. Eliminations of transactions between segments are also included within Corporate and Other in the tables below.
The accounting policies of each segment are the same as the accounting policies of the consolidated Company. Transactions between segments are generally recorded based on prices negotiated between the segments.
Segment Profit is defined as revenue, less cost of products sold (exclusive of depreciation and amortization) and operating expenses, plus equity earnings and is adjusted to remove unrealized gains and losses on commodity derivatives and to reflect equity earnings on an EBITDA basis. Reflecting equity earnings on an EBITDA basis is achieved by adjusting equity earnings to exclude our percentage of interest, taxes, depreciation and amortization from equity earnings for operated equity method investees. For our investment in NGL Energy, we exclude equity earnings and include cash distributions received.
Our results by segment are presented in the tables below (in thousands):
 
Three Months Ended June 30,

Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
U.S. Liquids
 
 
 
 
 
 
 
External
$
575,033

 
$
466,133

 
$
1,048,501

 
$
989,078

U.S. Gas
 
 

 
 
 
 
External
37,083

 
59,167

 
86,020

 
111,406

Intersegment
3,983

 
3,206

 
8,272

 
6,863

Canada
 
 

 
 
 
 
External
62,824

 
69,631

 
107,651

 
114,776

Corporate and Other
 
 

 
 
 
 
External

 
863

 

 
42,143

Intersegment
(3,983
)
 
(3,206
)
 
(8,272
)
 
(6,863
)
Total Revenues
$
674,940


$
595,794

 
$
1,242,172

 
$
1,257,403

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Earnings from equity method investments:
 
 
 
 
 
 
 
   U.S. Liquids
$
12,688

 
$
14,338

 
$
26,625

 
$
26,943

   Corporate and Other
7

 
13

 
21

 
22

Total earnings from equity method investments
$
12,695

 
$
14,351

 
$
26,646

 
$
26,965

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Depreciation and amortization:
 
 
 
 
 
 
 
U.S. Liquids
$
39,824

 
$
34,922

 
$
79,311

 
$
69,045

U.S. Gas
11,112

 
10,822

 
22,207

 
21,271

Canada
12,336

 
5,264

 
20,119

 
10,502

Corporate and Other
739

 
747

 
1,410

 
1,473

Total depreciation and amortization
$
64,011


$
51,755

 
$
123,047

 
$
102,291

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Income tax expense (benefit):
 
 
 
 
 
 
 
U.S. Liquids
$
149

 
$
181

 
$
296

 
$
390

Canada
(10,999
)
 
3,136

 
(10,792
)
 
6,106

Corporate and Other
4,765

 
(6,930
)
 
(195
)
 
12,974

Total income tax expense (benefit)
$
(6,085
)

$
(3,613
)
 
$
(10,691
)
 
$
19,470

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Segment profit:
 
 
 
 
 
 
 
U.S. Liquids
$
85,189

 
$
80,393

 
$
174,700

 
$
148,449

U.S. Gas
11,040

 
15,437

 
23,205

 
29,714

Canada
29,669

 
21,448

 
52,362

 
43,561

Corporate and Other
(219
)
 
(172
)
 
(456
)
 
10,791

Total segment profit
$
125,679


$
117,106

 
$
249,811

 
$
232,515

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Reconciliation of segment profit to net income (loss):
 
 
 
 
 
 
 
   Total segment profit
$
125,679

 
$
117,106

 
$
249,811

 
$
232,515

     Less:

 

 

 

Adjustment to reflect equity earnings on an EBITDA basis
4,718

 
4,886

 
9,428

 
9,769

Net unrealized loss related to commodity derivative instruments
4,903

 
4,409

 
9,721

 
6,635

General and administrative expense
25,520

 
22,886

 
55,067

 
49,363

Depreciation and amortization
64,011

 
51,755

 
123,047

 
102,291

Loss (gain) on disposal or impairment, net
8,936

 
1,824

 
7,492

 
(1,742
)
Interest expense
38,910

 
35,904

 
75,562

 
78,365

Foreign currency transaction loss (gain)
(989
)
 
2,314

 
(1,277
)
 
5,608

Other income, net
(1,347
)
 
(533
)
 
(2,326
)
 
(1,483
)
Income tax expense (benefit)
(6,085
)
 
(3,613
)
 
(10,691
)
 
19,470

   Net income (loss)
$
(12,898
)

$
(2,726
)

$
(16,212
)

$
(35,761
)
 
June 30,
2019
 
December 31,
2018
Total assets (excluding intersegment receivables):
 
 
 
U.S. Liquids
$
3,882,840

 
$
3,689,384

U.S. Gas
686,633

 
716,837

Canada
1,380,654

 
684,418

Corporate and Other
307,813

 
119,668

Total assets
$
6,257,940

 
$
5,210,307

 
June 30,
2019
 
December 31,
2018
Equity investments:
 
 
 
U.S. Liquids
$
265,200

 
$
255,043

Corporate and Other
18,986

 
18,966

Total equity investments
$
284,186


$
274,009


v3.19.2
Earnings Per Share
6 Months Ended
Jun. 30, 2019
Earnings Per Share [Abstract]  
EARNINGS PER SHARE
EARNINGS PER SHARE
Earnings per share is calculated based on income less any income attributable to noncontrolling interests, cumulative preferred stock dividends and accretion of subsidiary preferred stock to redemption value. Basic earnings (loss) per share is calculated based on the weighted average shares outstanding during the period. Diluted earnings (loss) per share includes the dilutive effect of unvested equity compensation awards and the potential conversion of preferred stock, if dilutive.
The following summarizes the calculation of basic earnings per share for the three months and six months ended June 30, 2019 and 2018 (in thousands, except per share amounts):
 
Three Months Ended June 30,
 
2019
 
2018
Loss
$
(12,898
)
 
$
(2,726
)
less: income attributable to noncontrolling interest
12,689

 

Loss attributable to SemGroup
(25,587
)
 
(2,726
)
less: cumulative preferred stock dividends
6,657

 
6,211

less: cumulative subsidiary preferred stock dividends
2,577

 

less: accretion of subsidiary preferred stock to redemption value
237

 

Net income (loss) attributable to common shareholders
$
(35,058
)
 
$
(8,937
)
Weighted average common stock outstanding
78,668

 
78,319

Basic income (loss) per share
$
(0.45
)
 
$
(0.11
)

 
Six Months Ended June 30,
 
2019
 
2018
Loss
$
(16,212
)
 
$
(35,761
)
less: income attributable to noncontrolling interest
16,214

 

Loss attributable to SemGroup
(32,426
)
 
(35,761
)
less: cumulative preferred stock dividends
13,198

 
11,043

less: cumulative subsidiary preferred stock dividends
3,684

 

less: accretion of subsidiary preferred stock to redemption value
13,986

 

Net income (loss) attributable to common shareholders
$
(63,294
)
 
$
(46,804
)
Weighted average common stock outstanding
78,580

 
78,259

Basic income (loss) per share
$
(0.81
)
 
$
(0.60
)
The following summarizes the calculation of diluted earnings per share for the three months and six months ended June 30, 2019 and 2018 (in thousands, except per share amounts):
 
Three Months Ended June 30,
 
2019
 
2018
Loss
$
(12,898
)
 
$
(2,726
)
less: income attributable to noncontrolling interest
12,689

 

Loss attributable to SemGroup
(25,587
)
 
(2,726
)
less: cumulative preferred stock dividends
6,657

 
6,211

less: cumulative subsidiary preferred stock dividends
2,577

 

less: accretion of subsidiary preferred stock to redemption value
237

 

Net income (loss) attributable to common shareholders
$
(35,058
)
 
$
(8,937
)
Weighted average common stock outstanding
78,668

 
78,319

Effect of dilutive securities

 

Diluted weighted average common stock outstanding
78,668

 
78,319

Diluted income (loss) per share
$
(0.45
)

$
(0.11
)

 
Six Months Ended June 30,
 
2019
 
2018
Loss
$
(16,212
)
 
$
(35,761
)
less: income attributable to noncontrolling interest
16,214

 

Loss attributable to SemGroup
(32,426
)
 
(35,761
)
less: cumulative preferred stock dividends
13,198

 
11,043

less: cumulative subsidiary preferred stock dividends
3,684

 

less: accretion of subsidiary preferred stock to redemption value
13,986

 

Net income (loss) attributable to common shareholders
$
(63,294
)
 
$
(46,804
)
Weighted average common stock outstanding
78,580

 
78,259

Effect of dilutive securities

 

Diluted weighted average common stock outstanding
78,580

 
78,259

Diluted income (loss) per share
$
(0.81
)

$
(0.60
)


For the three and six months ended June 30, 2019 and 2018, the preferred stock would have been antidilutive and, therefore, was not included in the computation of diluted earnings. For the three and six months ended June 30, 2019 and 2018, we experienced net losses attributable to SemGroup. The unvested equity compensation awards would have been antidilutive and, therefore, were not included in the computation of diluted earnings per share.
v3.19.2
Supplemental Cash Flow Information
6 Months Ended
Jun. 30, 2019
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, net of the effects of acquisitions (in thousands):
 
Six Months Ended June 30,
 
2019
 
2018
Decrease (increase) in restricted cash
$

 
$
33

Decrease (increase) in accounts receivable
(100,365
)
 
99,923

Decrease (increase) in receivable from affiliates
(887
)
 
(92
)
Decrease (increase) in inventories
(12,515
)
 
40,051

Decrease (increase) in other current assets
(6,982
)
 
(7,338
)
Decrease (increase) in other assets
1,027

 
(3,702
)
Increase (decrease) in accounts payable and accrued liabilities
35,487

 
(111,712
)
Increase (decrease) in payable to affiliates
(473
)
 
(6,088
)
Increase (decrease) in other noncurrent liabilities
8,765

 
424

 
$
(75,943
)
 
$
11,499

  
Other supplemental disclosures
We paid cash interest of $66.9 million and $82.9 million for the six months ended June 30, 2019 and 2018, respectively.
We paid cash income taxes, net of refunds, of $1.7 million and $14.7 million for the six months ended June 30, 2019 and 2018, respectively.
We incurred liabilities for capital expenditures that had not been paid of $49.9 million and $54.5 million as of June 30, 2019 and 2018, respectively. Such amounts are not included in capital expenditures on the condensed consolidated statements of cash flows.
v3.19.2
Related Party Transactions
6 Months Ended
Jun. 30, 2019
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, 2019 and 2018, we generated the following transactions with related parties (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
NGL Energy
 
 
 
 
 
 
 
   Revenues
$

 
$
998

 
$
3,058

 
$
7,178

   Purchases
$
193

 
$
144

 
$
404

 
$
380

 
 
 
 
 
 
 
 
White Cliffs
 
 
 
 
 
 
 

   Storage revenues
$
1,200

 
$
1,088

 
$
2,288

 
$
2,176

   Transportation fees
$
2,714

 
$
2,697

 
$
5,732

 
$
6,320

   Management fees
$
139

 
$
133

 
$
279

 
$
266

   Crude oil purchases
$

 
$

 
$

 
$
895


v3.19.2
Condensed Consolidating Guarantor Financial Statements (Notes)
6 Months Ended
Jun. 30, 2019
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”).
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. 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, 2019 and December 31, 2018, and for the three months and six months ended June 30, 2019 and 2018, 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. The Parent's investing activities with subsidiaries have been reflected as cash flows from investing activities. These balances are eliminated through consolidating adjustments below.
Condensed Consolidating Guarantor Balance Sheets
 
 
June 30, 2019
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
220,203

 
$

 
$
33,238

 
$
(514
)
 
$
252,927

Accounts receivable, net
 

 
555,927

 
134,805

 
(27
)
 
690,705

Receivable from affiliates
 
1,056

 
2

 
124

 

 
1,182

Inventories
 

 
63,539

 

 

 
63,539

Current assets held for sale
 

 

 
1,025

 

 
1,025

Other current assets
 
7,314

 
15,581

 
11,089

 

 
33,984

Total current assets
 
228,573

 
635,049


180,281


(541
)

1,043,362

Property, plant and equipment, net
 
6,930

 
959,909

 
2,919,599

 

 
3,886,438

Equity method investments
 
2,857,808

 
1,543,568

 

 
(4,117,190
)
 
284,186

Goodwill
 

 

 
338,931

 

 
338,931

Other intangible assets, net
 
2

 
115,483

 
340,373

 

 
455,858

Other noncurrent assets
 
41,822

 
4,046

 
104,671

 

 
150,539

Right of use assets, net
 
6,706

 
6,174

 
80,209

 

 
93,089

Noncurrent assets held for sale
 

 

 
5,537

 

 
5,537

Total assets
 
$
3,141,841


$
3,264,229


$
3,969,601


$
(4,117,731
)

$
6,257,940

LIABILITIES, PREFERRED STOCK AND OWNERS’ EQUITY
 


 


 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
237

 
$
532,231

 
$
47,813

 
$
(27
)
 
$
580,254

Payable to affiliates
 

 
3,242

 

 

 
3,242

Accrued liabilities
 
34,268

 
14,529

 
56,038

 
(5
)
 
104,830

Current liabilities held for sale
 

 

 
1,935

 

 
1,935

Other current liabilities
 
3,960

 
9,431

 
16,992

 

 
30,383

Total current liabilities
 
38,465

 
559,433

 
122,778

 
(32
)
 
720,644

Long-term debt
 
1,349,907

 
6,293

 
1,160,990

 
(6,293
)
 
2,510,897

Deferred income taxes
 
68,351

 

 
69,495

 

 
137,846

Other noncurrent liabilities
 
6,484

 
6,190

 
133,029

 

 
145,703

Commitments and contingencies
 
 
 
 
 
 
 
 
 


Redeemable preferred stock
 
372,628

 

 

 

 
372,628

Subsidiary redeemable preferred stock
 

 

 
252,876

 

 
252,876

Owners' equity excluding noncontrolling interests in consolidated subsidiaries
 
1,306,006

 
2,692,313

 
1,419,093

 
(4,111,406
)

1,306,006

Noncontrolling interests in consolidated subsidiaries
 

 

 
811,340

 

 
811,340

Total owners’ equity
 
1,306,006


2,692,313


2,230,433


(4,111,406
)

2,117,346

Total liabilities, preferred stock and owners’ equity
 
$
3,141,841


$
3,264,229


$
3,969,601


$
(4,117,731
)

$
6,257,940


 
 
December 31, 2018
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
40,064

 
$

 
$
50,742

 
$
(4,151
)
 
$
86,655

Accounts receivable, net
 
83

 
461,980

 
100,151

 

 
562,214

Receivable from affiliates
 
120

 
18

 
157

 

 
295

Inventories
 

 
49,397

 

 

 
49,397

Other current assets
 
6,682

 
6,711

 
3,871

 

 
17,264

Total current assets
 
46,949


518,106


154,921


(4,151
)

715,825

Property, plant and equipment, net
 
6,732

 
992,974

 
2,457,620

 

 
3,457,326

Equity method investments
 
3,267,581

 
1,553,360

 

 
(4,546,932
)
 
274,009

Goodwill
 

 

 
257,302

 

 
257,302

Other intangible assets, net
 
5

 
119,583

 
245,450

 

 
365,038

Other noncurrent assets
 
41,981

 
4,788

 
94,038

 

 
140,807

Total assets
 
$
3,363,248


$
3,188,811


$
3,209,331


$
(4,551,083
)

$
5,210,307

LIABILITIES, PREFERRED STOCK AND OWNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
38

 
$
444,984

 
$
49,770

 
$

 
$
494,792

Payable to affiliates
 
1

 
3,714

 

 

 
3,715

Accrued liabilities
 
33,239

 
18,424

 
63,430

 
2

 
115,095

Other current liabilities
 
5,723

 
3,409

 
14,423

 

 
23,555

Total current liabilities
 
39,001


470,531


127,623


2


637,157

Long-term debt
 
1,467,083

 
6,315

 
811,751

 
(6,315
)
 
2,278,834

Deferred income taxes
 
4,882

 

 
50,907

 

 
55,789

Other noncurrent liabilities
 
1,792

 

 
36,756

 

 
38,548

Commitments and contingencies
 


 


 


 


 


Redeemable preferred stock
 
359,658

 

 

 

 
359,658

Owners' equity excluding noncontrolling interest in consolidated subsidiary
 
1,490,832

 
2,711,965

 
1,832,805

 
(4,544,770
)
 
1,490,832

Noncontrolling interest in consolidated subsidiary
 

 


349,489




349,489

Total owners’ equity
 
1,490,832


2,711,965


2,182,294


(4,544,770
)

1,840,321

Total liabilities, preferred stock and owners’ equity
 
$
3,363,248


$
3,188,811


$
3,209,331


$
(4,551,083
)

$
5,210,307








Condensed Consolidating Guarantor Statements of Operations
 
Three Months Ended June 30, 2019
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Product
$

 
$
516,041

 
$
961

 
$

 
$
517,002

Service

 
26,202

 
66,585

 
(151
)
 
92,636

Storage

 
4,651

 
38,874

 
(2,976
)
 
40,549

Lease

 

 
4,034

 

 
4,034

Other

 
16

 
20,703

 

 
20,719

Total revenues


546,910


131,157


(3,127
)

674,940

Expenses:
 
 
 
 
 
 
 
 

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

 
496,022

 
685

 
(3,127
)
 
493,580

Operating

 
24,638

 
53,359

 

 
77,997

General and administrative
12,025

 
3,608

 
9,887

 

 
25,520

Depreciation and amortization
739

 
19,148

 
44,124

 

 
64,011

Loss (gain) on disposal of long-lived assets, net

 
3,737

 
5,199

 

 
8,936

Total expenses
12,764


547,153


113,254


(3,127
)

670,044

Earnings from equity method investments
14,132

 
4,436

 

 
(5,873
)
 
12,695

Operating income
1,368


4,193


17,903


(5,873
)
 
17,591

Other expenses (income), net:
 
 
 
 
 
 
 
 

Interest expense
24,223

 
350

 
14,485

 
(148
)
 
38,910

Foreign currency transaction gain
(970
)
 

 
(19
)
 

 
(989
)
Other income, net
(1,063
)
 
(11
)
 
(421
)
 
148

 
(1,347
)
Total other expenses, net
22,190


339


14,045




36,574

Income (loss) before income taxes
(20,822
)

3,854


3,858


(5,873
)

(18,983
)
Income tax expense (benefit)
4,765

 

 
(10,850
)
 

 
(6,085
)
Net income (loss)
(25,587
)

3,854


14,708


(5,873
)

(12,898
)
Less: net income attributable to noncontrolling interests

 

 
12,689

 

 
12,689

Net income (loss) attributable to SemGroup
$
(25,587
)

$
3,854


$
2,019


$
(5,873
)

$
(25,587
)
Net income (loss)
$
(25,587
)

$
3,854


$
14,708


$
(5,873
)

$
(12,898
)
Other comprehensive income, net of income tax
10,794

 
166

 
16,427

 

 
27,387

Comprehensive income (loss)
(14,793
)

4,020


31,135


(5,873
)

14,489

Less: net income attributable to noncontrolling interests




12,689




12,689

Less: other comprehensive income attributable to noncontrolling interests

 

 
8,018

 

 
8,018

Comprehensive income (loss) attributable to SemGroup
$
(14,793
)

$
4,020


$
10,428


$
(5,873
)

$
(6,218
)

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

 
$
423,290

 
$

 
$

 
$
423,290

Service

 
35,172

 
74,332

 

 
109,504

Storage

 
5,933

 
33,530

 

 
39,463

Lease

 

 
4,251

 

 
4,251

Other

 

 
19,286

 

 
19,286

Total revenues


464,395


131,399




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 of long-lived assets, 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


98,816


37,184


(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
)
 
86,509


31,610


(114,208
)

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

 
3,911

 

 
(3,613
)
Net income (loss)
(2,726
)

86,509


27,699


(114,208
)

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

 
10,248

 

 
6,180

Comprehensive income (loss)
$
(7,205
)

$
86,920


$
37,947


$
(114,208
)

$
3,454




 
Six Months Ended June 30, 2019
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Product
$

 
$
936,274

 
$
961

 
$

 
$
937,235

Service

 
54,244

 
125,970

 
(205
)
 
180,009

Storage

 
10,044

 
78,765

 
(5,952
)
 
82,857

Lease

 

 
7,916

 

 
7,916

Other

 
83

 
34,072

 

 
34,155

Total revenues

 
1,000,645

 
247,684

 
(6,157
)
 
1,242,172

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

 
902,028

 
1,081

 
(6,157
)
 
896,952

Operating

 
48,555

 
92,649

 

 
141,204

General and administrative
28,349

 
7,264

 
19,454

 

 
55,067

Depreciation and amortization
1,410

 
38,145

 
83,492

 

 
123,047

Loss (gain) on disposal of long-lived assets, net

 
3,118

 
4,374

 

 
7,492

Total expenses
29,759

 
999,110

 
201,050

 
(6,157
)
 
1,223,762

Earnings from equity method investments
43,487

 
23,431

 

 
(40,272
)
 
26,646

Operating income
13,728

 
24,966

 
46,634

 
(40,272
)
 
45,056

Other expenses (income), net:
 
 
 
 
 
 
 
 
 
Interest expense
49,732

 
636

 
25,342

 
(148
)
 
75,562

Foreign currency transaction gain
(1,256
)
 

 
(21
)
 

 
(1,277
)
Other income, net
(1,654
)
 
(51
)
 
(769
)
 
148

 
(2,326
)
Total other expenses, net
46,822

 
585

 
24,552

 

 
71,959

Income (loss) before income taxes
(33,094
)
 
24,381

 
22,082

 
(40,272
)
 
(26,903
)
Income tax benefit
(668
)
 

 
(10,023
)
 

 
(10,691
)
Net income (loss)
(32,426
)
 
24,381

 
32,105

 
(40,272
)
 
(16,212
)
Less: net income attributable to noncontrolling interests

 

 
16,214

 

 
16,214

Net income (loss) attributable to SemGroup
$
(32,426
)
 
$
24,381

 
$
15,891

 
$
(40,272
)
 
$
(32,426
)
Net income (loss)
$
(32,426
)
 
$
24,381

 
$
32,105

 
$
(40,272
)
 
$
(16,212
)
Other comprehensive income (loss), net of income taxes
(9,623
)
 
22

 
22,755

 

 
13,154

Comprehensive income (loss)
(42,049
)
 
24,403

 
54,860

 
(40,272
)
 
(3,058
)
Less: net income attributable to noncontrolling interests

 

 
16,214

 

 
16,214

Less: other comprehensive income attributable to noncontrolling interests

 

 
13,598

 

 
13,598

Comprehensive income (loss) attributable to SemGroup
$
(42,049
)
 
$
24,403

 
$
25,048

 
$
(40,272
)
 
$
(32,870
)

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

 
$
902,739

 
$
31,319

 
$

 
$
934,058

Service

 
66,662

 
129,510

 

 
196,172

Storage

 
11,950

 
72,737

 

 
84,687

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

 
11,859

 
24,529

 

 
49,363

Depreciation and amortization
1,494

 
38,353

 
62,444

 

 
102,291

Loss (gain) on disposal of long-lived assets, net
132,610

 
(151,052
)
 
16,700

 

 
(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

 
35,530

 
11,834

 
(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

 
35,669

 
9,970

 

 
82,490

Income (loss) before income taxes
(24,349
)
 
137,350

 
32,305

 
(161,597
)
 
(16,291
)
Income tax expense
11,412

 

 
8,058

 

 
19,470

Net income (loss)
(35,761
)
 
137,350

 
24,247

 
(161,597
)
 
(35,761
)
Other comprehensive income (loss), net of income taxes
(10,091
)
 
155

 
34,287

 

 
24,351

Comprehensive income (loss)
(45,852
)
 
137,505

 
58,534

 
(161,597
)
 
(11,410
)

















Condensed Consolidating Guarantor Statements of Cash Flows
 
 
Six Months Ended June 30, 2019
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by (used in) operating activities
 
$
(69,813
)
 
$
43,647

 
$
56,055

 
$
(3
)
 
$
29,886

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 

Capital expenditures
 
(1,606
)
 
(6,489
)
 
(176,156
)
 

 
(184,251
)
Proceeds from sale of long-lived assets
 

 
598

 
1,081

 

 
1,679

Contributions to equity method investments
 

 
(20,017
)
 

 

 
(20,017
)
Payments to acquire businesses
 

 

 
(488,297
)
 

 
(488,297
)
Distributions in excess of equity in earnings of affiliates
 

 
9,861

 

 

 
9,861

Net cash provided (used in) investing activities
 
(1,606
)

(16,047
)

(663,372
)


 
(681,025
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 

 

 
(13,193
)
 

 
(13,193
)
Borrowings on credit facilities and issuance of senior notes, net of discount
 
95,500

 

 
460,522

 

 
556,022

Principal payments on credit facilities and other obligations
 
(217,628
)
 

 
(104,925
)
 

 
(322,553
)
Proceeds from issuance of common stock, net of offering costs
 

 

 
448,443

 

 
448,443

Proceeds from issuance of preferred stock, net of offering costs
 

 

 
223,280

 

 
223,280

Contributions from noncontrolling interests
 

 

 
70,521

 

 
70,521

Distributions to noncontrolling interests
 
(14,175
)
 

 
(58,248
)
 

 
(72,423
)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
 
(716
)
 

 

 

 
(716
)
Dividends paid
 
(75,736
)
 

 

 

 
(75,736
)
Proceeds from issuance of common stock under employee stock purchase plan
 
218

 

 
148

 

 
366

Intercompany borrowings (advances), net
 
464,095

 
(27,600
)
 
(440,135
)
 
3,640

 

Net cash provided by (used in) financing activities
 
251,558

 
(27,600
)

586,413


3,640

 
814,011

Effect of exchange rate changes on cash and cash equivalents
 

 

 
3,400

 

 
3,400

Change in cash and cash equivalents
 
180,139

 


(17,504
)

3,637

 
166,272

Cash and cash equivalents at beginning of period
 
40,064

 

 
50,742

 
(4,151
)
 
86,655

Cash and cash equivalents at end of period
 
$
220,203

 
$


$
33,238


$
(514
)
 
$
252,927

 
 
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 divestiture
 
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 by (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 of 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 borrowing (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


v3.19.2
Overview (Policies)
6 Months Ended
Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of presentation
Basis of presentation
The accompanying condensed consolidated balance sheet at December 31, 2018, 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. Outside ownership interests in consolidated subsidiaries are reported as noncontrolling interests in the condensed consolidated financial statements.
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, 2019, are not necessarily indicative of the results to be expected for the full year ending December 31, 2019.
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, 2018, which are included in our Annual Report on Form 10-K for the year ended December 31, 2018, 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, 2018.
Recent accounting pronouncements
Recently adopted accounting pronouncements
In February 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. For public entities, this ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those years and early adoption is permitted in the year prior to the effective date. We adopted the standard at January 1, 2019, and recorded a $10.9 million adjustment from accumulated other comprehensive income to retained earnings upon adoption.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, as amended (“ASC 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 is effective for annual periods beginning after December 15, 2018, and interim periods within those years. We have elected the package of practical expedients such that we will not reassess whether any expired or existing contracts contain leases, we will not reassess the lease classification for any expired or existing leases and we will not reassess initial direct costs for any leases. Additionally, we have elected the practical expedient not to reassess certain land easements. As such, certain storage tanks, pipeline leases and land easements, which are not currently treated as leases, may become leases as these agreements are renewed or modified depending on the terms of the renewal or modification. Additionally, the classification for existing leases may change as agreements are renewed or modified. We adopted the standard at January 1, 2019, and recorded approximately $100 million of right of use assets and lease liabilities. We recognized a
cumulative-effect adjustment to the opening balance of retained earnings of approximately $0.2 million as allowed by ASU 2018-11, “Leases (Topic 842): Targeted Improvements”.
Recent accounting pronouncements not yet adopted
On August 27, 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”, which modifies the disclosure requirements in Topic 820 by removing, adding or modifying certain fair value measurement disclosures. For public entities, this ASU is effective for annual periods beginning after December 15, 2019, and interim periods therein. Early adoption is permitted. We will adopt this guidance in the first quarter of 2020. The impact is not expected to be material.
In 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.
v3.19.2
Financial Instruments (Policies)
6 Months Ended
Jun. 30, 2019
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, 2019 and December 31, 2018, all of our physical fixed price forward purchases and sales commodity contracts were being accounted for as normal purchases and normal sales.
v3.19.2
Acquisitions (Tables)
6 Months Ended
Jun. 30, 2019
Business Acquisition [Line Items]  
Schedule of Business Acquisitions, by Acquisition [Table Text Block]
As of June 30, 2019, we have recorded the preliminary purchase price allocation as follows in USD at the February 25, 2019 exchange rate (in thousands):
Assets acquired
 
Cash
$
2,756

Accounts receivable
29,330

Other current assets
60

Property, plant and equipment
328,497

Intangible assets subject to amortization
115,068

Goodwill
81,266

Total assets acquired
$
556,977

 
 
Consideration
 
Cash
$
491,487

Liabilities assumed
 
Accounts payable and accrued liabilities
32,169

Other noncurrent liabilities
33,321

Total liabilities assumed
65,490

Total consideration
$
556,977


v3.19.2
Equity Method Investments (Tables)
6 Months Ended
Jun. 30, 2019
Schedule of Equity Method Investments [Line Items]  
Schedule of equity method investments [Table Text Block]
Our earnings from equity method investments consisted of the following (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
White Cliffs Pipeline, L.L.C.
$
12,688

 
$
14,338

 
$
26,625

 
$
26,943

NGL Energy Partners LP
7

 
13

 
21

 
22

Total earnings from equity method investments
$
12,695

 
$
14,351

 
$
26,646

 
$
26,965



Our equity method investments consisted of the following (in thousands):
 
June 30, 2019
 
December 31, 2018
White Cliffs Pipeline, L.L.C.
$
265,200

 
$
255,043

NGL Energy Partners LP
18,986

 
18,966

Total equity method investments
$
284,186

 
$
274,009


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, 2019 and 2018, is shown below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Revenue
$
41,962

 
$
44,209

 
$
87,586

 
$
84,600

Costs of products sold, exclusive of depreciation and amortization
$
(228
)
 
$
(415
)
 
$
(7
)
 
$
(31
)
Operating, general and administrative expenses
$
8,047

 
$
6,594

 
$
16,859

 
$
11,997

Depreciation and amortization expense
$
9,265

 
$
9,606

 
$
18,528

 
$
19,197

Net income
$
24,878

 
$
28,423

 
$
52,206

 
$
53,437


v3.19.2
Financial Instruments (Tables)
6 Months Ended
Jun. 30, 2019
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, 2019 and December 31, 2018 (in thousands):
 
June 30, 2019
 
Level 1
 
Level 2
 
Level 3
 
Netting (1)
 
Total - Net
Assets:
 
 
 
 
 
 
 
 
 
Commodity derivatives (2)
$
87

 
$

 
$

 
$
(87
)
 
$

Total assets
87

 

 

 
(87
)
 

Liabilities:
 
 
 
 
 
 
 
 
 
Commodity derivatives (2)
6,123

 

 

 
(87
)
 
6,036

Foreign currency forwards

 
158

 

 

 
158

Interest rate swaps

 

 
3,676

 

 
3,676

Total liabilities
6,123

 
158

 
3,676

 
(87
)
 
9,870

Net assets (liabilities) at fair value
$
(6,036
)
 
$
(158
)
 
$
(3,676
)
 
$

 
$
(9,870
)
 
 
 
 
 
 
 
 
 
 
 
December 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Netting (1)
 
Total - Net
Assets:
 
 
 
 
 
 
 
 
 
Commodity derivatives (2)
$
4,658

 
$

 
$

 
$
(973
)
 
$
3,685

Total assets
4,658

 

 

 
(973
)
 
3,685

Liabilities:
 
 
 
 
 
 
 
 
 
Commodity derivatives (2)
973

 

 

 
(973
)
 

Foreign currency forwards

 
2,985

 

 

 
2,985

Interest rate swaps

 

 
1,482

 

 
1,482

Total liabilities
973

 
2,985

 
1,482

 
(973
)
 
4,467

Net assets (liabilities) at fair value
$
3,685

 
$
(2,985
)
 
$
(1,482
)
 
$

 
$
(782
)
(1) Commodity derivatives are subject to netting arrangements.
(2) Relates primarily to exchange traded futures. Gain and loss positions on multiple contracts are settled net on a daily basis with the exchange.
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]
The following table summarizes changes in the fair value of our net financial liabilities classified as Level 3 in the fair value hierarchy (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Net assets (liabilities) at beginning of the period
$
(2,175
)
 
$
130

 
$
(1,482
)

$
(1,228
)
Transfers out of Level 3

 

 



Realized/Unrealized gain (loss) included in earnings*
(1,501
)
 
(84
)
 
(2,194
)

1,219

Settlements

 
64

 


119

Net assets (liabilities) at end of period
$
(3,676
)
 
$
110

 
$
(3,676
)

$
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 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,
 
2019
 
2018
 
2019
 
2018
Sales
4,374

 
3,624

 
9,108

 
7,763

Purchases
4,121

 
3,816

 
9,025

 
7,191


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, 2019
 
December 31, 2018
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Commodity contracts
$

 
$
6,036

 
$
3,685

 
$


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,
 
2019
 
2018
 
2019
 
2018
Commodity contracts
$
2,865

 
$
(9,094
)
 
$
(7,720
)
 
$
(12,230
)

v3.19.2
Long-Term Debt (Tables)
6 Months Ended
Jun. 30, 2019
Debt Instrument [Line Items]  
Summary of Long-Term Debt
We had the following outstanding letters of credit at June 30, 2019 (dollars in thousands):
SemGroup $1.0 billion revolving credit facility
1.75%
$
27,335

SemGroup secured bi-lateral (1)
1.75%
$
46,125

SemCAMS Midstream revolving credit facility
2.25%
$
22,909

SemCAMS Midstream secured bi-lateral (1)
1.75%
$
3,734

(1) Secured bi-lateral letters of credit are external to the SemGroup $1.0 billion revolving credit facility and the SemCAMS Midstream C$525 million (US$400.9 million at the June 30, 2019 exchange rate) revolving credit facility and do not reduce availability for borrowing on the credit facilities.
Our long-term debt consisted of the following (dollars in thousands):
 
Interest rate at June 30, 2019
 
June 30,
2019
 
December 31,
2018
Senior unsecured notes due 2022
5.6250%
 
$
400,000

 
$
400,000

Senior unsecured notes due 2023
5.6250%
 
350,000

 
350,000

Senior unsecured notes due 2025
6.3750%
 
325,000

 
325,000


Senior unsecured notes due 2026
7.2500%
 
300,000

 
300,000

SemGroup $1.0 billion corporate revolving credit facility (1)
 
 


 


Alternate base rate borrowings
 

 
24,500

Eurodollar borrowings
 

 
95,000

HFOTCO term loan B (2)
5.1600%
 
594,000

 
597,000

HFOTCO tax exempt notes payable due 2050
3.3259%
 
225,000

 
225,000

SemCAMS Midstream term loan A(3)
 
 
 
 
 
Banker’s acceptance borrowings
4.5162%
 
267,262

 

Prime rate borrowings
5.2000%
 
5

 

SemCAMS Midstream C$525 million revolving credit facility (4)
 
 
 
 
 
Banker’s acceptance borrowings
4.5016%
 
61,090

 

Prime rate borrowings
5.2000%
 
33,599

 

SemCAMS Midstream KAPS Facility(5)
 

 

Unamortized premium (discount) and debt issuance costs, net
 
 
(32,377
)
 
(31,666
)
Total long-term debt, net
 
 
2,523,579

 
2,284,834

Less: current portion of long-term debt
 
 
12,682

 
6,000

Noncurrent portion of long-term debt, net
 
 
$
2,510,897

 
$
2,278,834


(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.
(3)
SemCAMS Midstream term loan A is due in quarterly installments of C$4.4 million beginning March 31, 2020 and increasing to C$6.6 million on March 31, 2022 with a final payment on February 25, 2024.
(4)
SemCAMS Midstream C$525 million (US$400.9 million at the June 30, 2019 exchange rate) revolving credit facility matures on February 25, 2024.
(5)
SemCAMS Midstream KAPS Facility matures on June 13, 2024.
v3.19.2
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2019
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, 2019, such commitments included the following (in thousands):
 
Volume
(Barrels)
 
Value
Fixed price purchases
2,634

 
$
144,008

Fixed price sales
2,853

 
$
157,506

Floating price purchases
13,197

 
$
751,703

Floating price sales
16,001

 
$
797,728


Long-term Purchase Commitment [Table Text Block] The approximate amount of future obligation is as follows (in thousands):
For year ending:
 
December 31, 2019
$
4,932

December 31, 2020
9,063

December 31, 2021
7,337

December 31, 2022
6,905

December 31, 2023
2,854

Thereafter

Total expected future payments
$
31,091


Recorded Unconditional Purchase Obligations [Table Text Block] The approximate amount of future obligations is as follows (in thousands):
For year ending:
 
December 31, 2019
$
11,022

December 31, 2020
19,751

December 31, 2021
12,976

December 31, 2022
13,231

December 31, 2023
13,496

Thereafter
6,817

Total expected future payments
$
77,293


v3.19.2
Equity (Tables)
6 Months Ended
Jun. 30, 2019
Common Stock [Member]  
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, 2018
 
$
0.4725

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

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

 
August 20, 2018
 
August 29, 2018
December 31, 2018
 
$
0.4725

 
November 16, 2018
 
November 26, 2018
 
 
 
 
 
 
 
March 31, 2019
 
$
0.4725

 
March 4, 2019
 
March 14, 2019
June 30, 2019
 
$
0.4725

 
May 10, 2019
 
May 20, 2019
September 30, 2019
 
$
0.4725

 
August 15, 2019
 
August 26, 2019

v3.19.2
Preferred Stock Preferred Stock (Tables)
6 Months Ended
Jun. 30, 2019
Redeemable Preferred Stock [Member]  
Dividends Declared [Table Text Block]
The following table sets forth the preferred stock dividends declared or paid-in-kind for the periods indicated (in thousands):
Quarter Ended
 
Dividend Paid-In-Kind
 
Date Paid
March 31, 2018*
 
$
4,832

 
May 25, 2018
June 30, 2018
 
$
6,211

 
August 29, 2018
September 30, 2018
 
$
6,317

 
November 26, 2018
December 31, 2018
 
$
6,430

 
March 1, 2019
 
 
 
 
 
March 31, 2019
 
$
6,541

 
May 20, 2019
June 30, 2019
 
$
6,657

 
August 26, 2019
*Prorated from January 19, 2018 to March 31, 2018
v3.19.2
Accumulated Other Comprehensive Income (Tables)
6 Months Ended
Jun. 30, 2019
Accumulated Other Comprehensive Income [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following table presents the changes in the components of accumulated other comprehensive loss for the periods shown (in thousands):
 
Three Months Ended June 30, 2019
 
Currency
Translation
 
Employee
Benefit
Plans
 
Total
 
Attributable to Noncontrolling Interest
 
Attributable to SemGroup
March 31, 2019
$
(60,435
)
 
$
(5,045
)
 
$
(65,480
)
 
$
5,580

 
$
(71,060
)
Currency translation adjustment, net of income tax expense of $8,481
27,287

 

 
27,287

 
7,969

 
19,318

Changes related to benefit plans, net of income tax expense of $37

 
100

 
100

 
49

 
51

June 30, 2019
$
(33,148
)
 
$
(4,945
)
 
$
(38,093
)
 
$
13,598

 
$
(51,691
)
 
Three Months Ended June 30, 2018
 
Currency
Translation
 
Employee
Benefit
Plans
 
Total
March 31, 2018
$
(32,846
)
 
$
(2,784
)
 
$
(35,630
)
Currency translation adjustment, net of income tax benefit of $5,123
(15,863
)
 

 
(15,863
)
Currency translation adjustment reclassified to gain on disposal, net of income tax expense of $7,117
22,041

 

 
22,041

Changes related to benefit plans, net of income tax expense of $0

 
2

 
2

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

 
Six Months Ended June 30, 2019
 
Currency
Translation
 
Employee
Benefit
Plans
 
Total
 
Attributable to Noncontrolling Interest
 
Attributable to SemGroup
December 31, 2018
$
(45,816
)
 
$
(5,431
)
 
$
(51,247
)
 
$

 
$
(51,247
)
Currency translation adjustment, net of income tax expense of $7,311
23,552

 

 
23,552

 
13,581

 
9,971

Reclassification of certain tax effects from adoption of ASU 2018-02
(10,884
)
 

 
(10,884
)
 

 
(10,884
)
Changes related to benefit plans, net of income tax expense of $180

 
486

 
486

 
17

 
469

June 30, 2019
$
(33,148
)
 
$
(4,945
)
 
$
(38,093
)

$
13,598


$
(51,691
)

 
Six Months Ended June 30, 2018
 
Currency
Translation
 
Employee
Benefit
Plans
 
Total
December 31, 2017
$
(51,014
)
 
$
(2,787
)
 
$
(53,801
)
Currency translation adjustment, net of income tax benefit of $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

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

v3.19.2
Revenue (Tables)
6 Months Ended
Jun. 30, 2019
Disaggregation of Revenue [Table Text Block]

Our revenue is disaggregated by segment and by activity below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
U.S. Liquids
 
 
 
 
 
 
 
Product sales
$
492,084

 
$
381,721

 
$
877,114

 
$
825,118

Pipeline transportation
21,236

 
21,602

 
42,357

 
41,941

Truck transportation
3,175

 
7,046

 
7,117

 
12,774

Storage fees
41,113

 
38,812

 
82,857

 
76,933

Facility service fees
13,391

 
12,701

 
31,140

 
23,732

Lease revenue
4,034

 
4,251

 
7,916

 
8,580

 
 
 
 
 
 
 
 
U.S. Gas
 
 
 
 
 
 
 
Product sales
28,901

 
44,775

 
68,393

 
84,484

Service fees
12,149

 
17,598

 
25,816

 
33,785

Other revenue
16

 

 
83

 

 
 
 
 
 
 
 
 
Canada

 

 

 

Service fees
42,139

 
50,402

 
73,615

 
80,944

Other revenue
20,685

 
19,229

 
34,036

 
33,832

 
 
 
 
 
 
 
 
Corporate and Other
 
 
 
 
 
 
 
Product sales

 

 

 
31,319

Storage fees

 
651

 

 
7,754

Service fees

 
211

 

 
3,052

Intersegment eliminations
(3,983
)
 
(3,205
)
 
(8,272
)
 
(6,845
)
 

 

 

 

Total revenue
$
674,940

 
$
595,794

 
$
1,242,172

 
$
1,257,403



Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] At June 30, 2019, the amount and timing of revenue recognition for such contracts is as follows (in thousands):
 
2019
 
2020
 
2021
 
2022
 
2023
 
Thereafter
Expected timing of revenue recognized for remaining performance obligations
$
188,220

 
$
269,397

 
$
222,702

 
$
225,308

 
$
226,892

 
$
2,008,649


Contract with Customer, Asset and Liability [Table Text Block] The balance of noncurrent receivables from customer contracts was (in thousands):
 
June 30,
2019
 
December 31,
2018
Noncurrent receivables
$
14,036

 
$
11,496


v3.19.2
Leases (Tables)
6 Months Ended
Jun. 30, 2019
Right of use Assets and Liabilities [Abstract]  
Right of use assets and liabilities [Table Text Block]
At June 30, 2019, we have recorded the following right-of-use assets and lease liabilities (in thousands):
 
June 30, 2019
Right of use assets
 
    Financing
$
2,909

    Operating
$
90,180

Lease liabilities
 
    Financing
$
2,945

    Operating
$
92,855


Lease, Cost [Table Text Block]
During the three months and six months ended June 30, 2019, we have recorded the following (in thousands):
 
Three Months Ended June 30, 2019
 
Six Months Ended June 30, 2019
Finance lease cost:
 
 
 
   Amortization of right-of-use assets
$
161

 
$
323

   Interest expense on lease liabilities
$
39

 
$
79

Operating lease costs
$
2,263

 
$
4,500

Variable lease costs
$
478

 
$
1,068

Cash paid for amounts included in the measurement of lease liabilities:
 
 
 
   Financing
$
144

 
$
239

   Operating
$
990

 
$
1,623

Noncash information on lease liabilities arising from obtaining right-of-use assets:
 
 
 
   Financing
$

 
$
3,232


Weighted average remaining lease term (in years):
 
 
 
   Financing
 
 
4.5 years

   Operating
 
 
40.5 years

Weighted average discount rate:
 
 
 
   Financing

 
5.16
%
   Operating

 
5.16
%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]
Undiscounted cash flows for the remainder of the year and on an annual basis for the following years are as follows (in thousands):
 
Financing
 
Operating
2019
$
366

 
$
3,280

2020
732

 
6,793

2021
732

 
7,041

2022
732

 
6,446

2023
732

 
5,900

Thereafter

 
206,312

Total undiscounted cash flows
$
3,294

 
$
235,772

Short-term lease liabilities
$
607

 
$
5,057

Long-term lease liabilities
2,338

 
87,798

Total lease liabilities
$
2,945

 
$
92,855

Difference
$
349

 
$
142,917


Schedule of Components of Leveraged Lease Investments [Table Text Block]
At June 30, 2019, the components of our net investment in direct financing leases are as follows (in thousands):
 
June 30, 2019
Carrying amount of receivable
$
76,461

Unguaranteed residual value
69,222

Deferred selling profit on direct financing leases
(76,461
)
Net investment in sales-type and direct financing leases
$
69,222


Direct Financing Lease, Lease Income [Table Text Block]
For the three months and six months ended June 30, 2019, we have recognized the following amounts of income from our direct financing leases as follows (in thousands):
 
Three Months Ended June 30, 2019
 
Six Months Ended June 30, 2019
Interest income
$
3,432

 
$
6,865

Income related to variable lease payments not included in the lease receivable
602

 
1,051

Total direct financing lease revenue
$
4,034

 
$
7,916



Sales-type and Direct Financing Leases, Lease Receivable, Maturity [Table Text Block]
Undiscounted cash flows on an annual basis are as follows (in thousands):
 
Direct financing leases
2019
$
6,867

2020
13,031

2021
12,800

2022
12,804

2023
12,808

Thereafter
18,151

Total undiscounted cash flows
$
76,461


v3.19.2
Segments (Tables)
6 Months Ended
Jun. 30, 2019
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,
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
U.S. Liquids
 
 
 
 
 
 
 
External
$
575,033

 
$
466,133

 
$
1,048,501

 
$
989,078

U.S. Gas
 
 

 
 
 
 
External
37,083

 
59,167

 
86,020

 
111,406

Intersegment
3,983

 
3,206

 
8,272

 
6,863

Canada
 
 

 
 
 
 
External
62,824

 
69,631

 
107,651

 
114,776

Corporate and Other
 
 

 
 
 
 
External

 
863

 

 
42,143

Intersegment
(3,983
)
 
(3,206
)
 
(8,272
)
 
(6,863
)
Total Revenues
$
674,940


$
595,794

 
$
1,242,172

 
$
1,257,403

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Earnings from equity method investments:
 
 
 
 
 
 
 
   U.S. Liquids
$
12,688

 
$
14,338

 
$
26,625

 
$
26,943

   Corporate and Other
7

 
13

 
21

 
22

Total earnings from equity method investments
$
12,695

 
$
14,351

 
$
26,646

 
$
26,965

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Depreciation and amortization:
 
 
 
 
 
 
 
U.S. Liquids
$
39,824

 
$
34,922

 
$
79,311

 
$
69,045

U.S. Gas
11,112

 
10,822

 
22,207

 
21,271

Canada
12,336

 
5,264

 
20,119

 
10,502

Corporate and Other
739

 
747

 
1,410

 
1,473

Total depreciation and amortization
$
64,011


$
51,755

 
$
123,047

 
$
102,291

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Income tax expense (benefit):
 
 
 
 
 
 
 
U.S. Liquids
$
149

 
$
181

 
$
296

 
$
390

Canada
(10,999
)
 
3,136

 
(10,792
)
 
6,106

Corporate and Other
4,765

 
(6,930
)
 
(195
)
 
12,974

Total income tax expense (benefit)
$
(6,085
)

$
(3,613
)
 
$
(10,691
)
 
$
19,470

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Segment profit:
 
 
 
 
 
 
 
U.S. Liquids
$
85,189

 
$
80,393

 
$
174,700

 
$
148,449

U.S. Gas
11,040

 
15,437

 
23,205

 
29,714

Canada
29,669

 
21,448

 
52,362

 
43,561

Corporate and Other
(219
)
 
(172
)
 
(456
)
 
10,791

Total segment profit
$
125,679


$
117,106

 
$
249,811

 
$
232,515

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Reconciliation of segment profit to net income (loss):
 
 
 
 
 
 
 
   Total segment profit
$
125,679

 
$
117,106

 
$
249,811

 
$
232,515

     Less:

 

 

 

Adjustment to reflect equity earnings on an EBITDA basis
4,718

 
4,886

 
9,428

 
9,769

Net unrealized loss related to commodity derivative instruments
4,903

 
4,409

 
9,721

 
6,635

General and administrative expense
25,520

 
22,886

 
55,067

 
49,363

Depreciation and amortization
64,011

 
51,755

 
123,047

 
102,291

Loss (gain) on disposal or impairment, net
8,936

 
1,824

 
7,492

 
(1,742
)
Interest expense
38,910

 
35,904

 
75,562

 
78,365

Foreign currency transaction loss (gain)
(989
)
 
2,314

 
(1,277
)
 
5,608

Other income, net
(1,347
)
 
(533
)
 
(2,326
)
 
(1,483
)
Income tax expense (benefit)
(6,085
)
 
(3,613
)
 
(10,691
)
 
19,470

   Net income (loss)
$
(12,898
)

$
(2,726
)

$
(16,212
)

$
(35,761
)
 
June 30,
2019
 
December 31,
2018
Total assets (excluding intersegment receivables):
 
 
 
U.S. Liquids
$
3,882,840

 
$
3,689,384

U.S. Gas
686,633

 
716,837

Canada
1,380,654

 
684,418

Corporate and Other
307,813

 
119,668

Total assets
$
6,257,940

 
$
5,210,307

 
June 30,
2019
 
December 31,
2018
Equity investments:
 
 
 
U.S. Liquids
$
265,200

 
$
255,043

Corporate and Other
18,986

 
18,966

Total equity investments
$
284,186


$
274,009


v3.19.2
Earnings Per Share (Tables)
6 Months Ended
Jun. 30, 2019
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, 2019 and 2018 (in thousands, except per share amounts):
 
Three Months Ended June 30,
 
2019
 
2018
Loss
$
(12,898
)
 
$
(2,726
)
less: income attributable to noncontrolling interest
12,689

 

Loss attributable to SemGroup
(25,587
)
 
(2,726
)
less: cumulative preferred stock dividends
6,657

 
6,211

less: cumulative subsidiary preferred stock dividends
2,577

 

less: accretion of subsidiary preferred stock to redemption value
237

 

Net income (loss) attributable to common shareholders
$
(35,058
)
 
$
(8,937
)
Weighted average common stock outstanding
78,668

 
78,319

Basic income (loss) per share
$
(0.45
)
 
$
(0.11
)

 
Six Months Ended June 30,
 
2019
 
2018
Loss
$
(16,212
)
 
$
(35,761
)
less: income attributable to noncontrolling interest
16,214

 

Loss attributable to SemGroup
(32,426
)
 
(35,761
)
less: cumulative preferred stock dividends
13,198

 
11,043

less: cumulative subsidiary preferred stock dividends
3,684

 

less: accretion of subsidiary preferred stock to redemption value
13,986

 

Net income (loss) attributable to common shareholders
$
(63,294
)
 
$
(46,804
)
Weighted average common stock outstanding
78,580

 
78,259

Basic income (loss) per share
$
(0.81
)
 
$
(0.60
)
The following summarizes the calculation of diluted earnings per share for the three months and six months ended June 30, 2019 and 2018 (in thousands, except per share amounts):
 
Three Months Ended June 30,
 
2019
 
2018
Loss
$
(12,898
)
 
$
(2,726
)
less: income attributable to noncontrolling interest
12,689

 

Loss attributable to SemGroup
(25,587
)
 
(2,726
)
less: cumulative preferred stock dividends
6,657

 
6,211

less: cumulative subsidiary preferred stock dividends
2,577

 

less: accretion of subsidiary preferred stock to redemption value
237

 

Net income (loss) attributable to common shareholders
$
(35,058
)
 
$
(8,937
)
Weighted average common stock outstanding
78,668

 
78,319

Effect of dilutive securities

 

Diluted weighted average common stock outstanding
78,668

 
78,319

Diluted income (loss) per share
$
(0.45
)

$
(0.11
)

 
Six Months Ended June 30,
 
2019
 
2018
Loss
$
(16,212
)
 
$
(35,761
)
less: income attributable to noncontrolling interest
16,214

 

Loss attributable to SemGroup
(32,426
)
 
(35,761
)
less: cumulative preferred stock dividends
13,198

 
11,043

less: cumulative subsidiary preferred stock dividends
3,684

 

less: accretion of subsidiary preferred stock to redemption value
13,986

 

Net income (loss) attributable to common shareholders
$
(63,294
)
 
$
(46,804
)
Weighted average common stock outstanding
78,580

 
78,259

Effect of dilutive securities

 

Diluted weighted average common stock outstanding
78,580

 
78,259

Diluted income (loss) per share
$
(0.81
)

$
(0.60
)


v3.19.2
Supplemental Cash Flow Information (Tables)
6 Months Ended
Jun. 30, 2019
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, net of the effects of acquisitions (in thousands):
 
Six Months Ended June 30,
 
2019
 
2018
Decrease (increase) in restricted cash
$

 
$
33

Decrease (increase) in accounts receivable
(100,365
)
 
99,923

Decrease (increase) in receivable from affiliates
(887
)
 
(92
)
Decrease (increase) in inventories
(12,515
)
 
40,051

Decrease (increase) in other current assets
(6,982
)
 
(7,338
)
Decrease (increase) in other assets
1,027

 
(3,702
)
Increase (decrease) in accounts payable and accrued liabilities
35,487

 
(111,712
)
Increase (decrease) in payable to affiliates
(473
)
 
(6,088
)
Increase (decrease) in other noncurrent liabilities
8,765

 
424

 
$
(75,943
)
 
$
11,499

v3.19.2
Related Party Transactions (Tables)
6 Months Ended
Jun. 30, 2019
Related Party Transactions [Abstract]  
Related Party Transactions
During the three months and six months ended June 30, 2019 and 2018, we generated the following transactions with related parties (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
NGL Energy
 
 
 
 
 
 
 
   Revenues
$

 
$
998

 
$
3,058

 
$
7,178

   Purchases
$
193

 
$
144

 
$
404

 
$
380

 
 
 
 
 
 
 
 
White Cliffs
 
 
 
 
 
 
 

   Storage revenues
$
1,200

 
$
1,088

 
$
2,288

 
$
2,176

   Transportation fees
$
2,714

 
$
2,697

 
$
5,732

 
$
6,320

   Management fees
$
139

 
$
133

 
$
279

 
$
266

   Crude oil purchases
$

 
$

 
$

 
$
895


v3.19.2
Condensed Consolidating Guarantor Financial Statements (Tables)
6 Months Ended
Jun. 30, 2019
Condensed Consolidating Guarantor Financial Statements [Abstract]  
Schedule of Condensed Balance Sheet [Table Text Block]
Condensed Consolidating Guarantor Balance Sheets
 
 
June 30, 2019
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
220,203

 
$

 
$
33,238

 
$
(514
)
 
$
252,927

Accounts receivable, net
 

 
555,927

 
134,805

 
(27
)
 
690,705

Receivable from affiliates
 
1,056

 
2

 
124

 

 
1,182

Inventories
 

 
63,539

 

 

 
63,539

Current assets held for sale
 

 

 
1,025

 

 
1,025

Other current assets
 
7,314

 
15,581

 
11,089

 

 
33,984

Total current assets
 
228,573

 
635,049


180,281


(541
)

1,043,362

Property, plant and equipment, net
 
6,930

 
959,909

 
2,919,599

 

 
3,886,438

Equity method investments
 
2,857,808

 
1,543,568

 

 
(4,117,190
)
 
284,186

Goodwill
 

 

 
338,931

 

 
338,931

Other intangible assets, net
 
2

 
115,483

 
340,373

 

 
455,858

Other noncurrent assets
 
41,822

 
4,046

 
104,671

 

 
150,539

Right of use assets, net
 
6,706

 
6,174

 
80,209

 

 
93,089

Noncurrent assets held for sale
 

 

 
5,537

 

 
5,537

Total assets
 
$
3,141,841


$
3,264,229


$
3,969,601


$
(4,117,731
)

$
6,257,940

LIABILITIES, PREFERRED STOCK AND OWNERS’ EQUITY
 


 


 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
237

 
$
532,231

 
$
47,813

 
$
(27
)
 
$
580,254

Payable to affiliates
 

 
3,242

 

 

 
3,242

Accrued liabilities
 
34,268

 
14,529

 
56,038

 
(5
)
 
104,830

Current liabilities held for sale
 

 

 
1,935

 

 
1,935

Other current liabilities
 
3,960

 
9,431

 
16,992

 

 
30,383

Total current liabilities
 
38,465

 
559,433

 
122,778

 
(32
)
 
720,644

Long-term debt
 
1,349,907

 
6,293

 
1,160,990

 
(6,293
)
 
2,510,897

Deferred income taxes
 
68,351

 

 
69,495

 

 
137,846

Other noncurrent liabilities
 
6,484

 
6,190

 
133,029

 

 
145,703

Commitments and contingencies
 
 
 
 
 
 
 
 
 


Redeemable preferred stock
 
372,628

 

 

 

 
372,628

Subsidiary redeemable preferred stock
 

 

 
252,876

 

 
252,876

Owners' equity excluding noncontrolling interests in consolidated subsidiaries
 
1,306,006

 
2,692,313

 
1,419,093

 
(4,111,406
)

1,306,006

Noncontrolling interests in consolidated subsidiaries
 

 

 
811,340

 

 
811,340

Total owners’ equity
 
1,306,006


2,692,313


2,230,433


(4,111,406
)

2,117,346

Total liabilities, preferred stock and owners’ equity
 
$
3,141,841


$
3,264,229


$
3,969,601


$
(4,117,731
)

$
6,257,940


 
 
December 31, 2018
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
40,064

 
$

 
$
50,742

 
$
(4,151
)
 
$
86,655

Accounts receivable, net
 
83

 
461,980

 
100,151

 

 
562,214

Receivable from affiliates
 
120

 
18

 
157

 

 
295

Inventories
 

 
49,397

 

 

 
49,397

Other current assets
 
6,682

 
6,711

 
3,871

 

 
17,264

Total current assets
 
46,949


518,106


154,921


(4,151
)

715,825

Property, plant and equipment, net
 
6,732

 
992,974

 
2,457,620

 

 
3,457,326

Equity method investments
 
3,267,581

 
1,553,360

 

 
(4,546,932
)
 
274,009

Goodwill
 

 

 
257,302

 

 
257,302

Other intangible assets, net
 
5

 
119,583

 
245,450

 

 
365,038

Other noncurrent assets
 
41,981

 
4,788

 
94,038

 

 
140,807

Total assets
 
$
3,363,248


$
3,188,811


$
3,209,331


$
(4,551,083
)

$
5,210,307

LIABILITIES, PREFERRED STOCK AND OWNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
38

 
$
444,984

 
$
49,770

 
$

 
$
494,792

Payable to affiliates
 
1

 
3,714

 

 

 
3,715

Accrued liabilities
 
33,239

 
18,424

 
63,430

 
2

 
115,095

Other current liabilities
 
5,723

 
3,409

 
14,423

 

 
23,555

Total current liabilities
 
39,001


470,531


127,623


2


637,157

Long-term debt
 
1,467,083

 
6,315

 
811,751

 
(6,315
)
 
2,278,834

Deferred income taxes
 
4,882

 

 
50,907

 

 
55,789

Other noncurrent liabilities
 
1,792

 

 
36,756

 

 
38,548

Commitments and contingencies
 


 


 


 


 


Redeemable preferred stock
 
359,658

 

 

 

 
359,658

Owners' equity excluding noncontrolling interest in consolidated subsidiary
 
1,490,832

 
2,711,965

 
1,832,805

 
(4,544,770
)
 
1,490,832

Noncontrolling interest in consolidated subsidiary
 

 


349,489




349,489

Total owners’ equity
 
1,490,832


2,711,965


2,182,294


(4,544,770
)

1,840,321

Total liabilities, preferred stock and owners’ equity
 
$
3,363,248


$
3,188,811


$
3,209,331


$
(4,551,083
)

$
5,210,307








Schedule of Condensed Income Statement [Table Text Block]
Condensed Consolidating Guarantor Statements of Operations
 
Three Months Ended June 30, 2019
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Product
$

 
$
516,041

 
$
961

 
$

 
$
517,002

Service

 
26,202

 
66,585

 
(151
)
 
92,636

Storage

 
4,651

 
38,874

 
(2,976
)
 
40,549

Lease

 

 
4,034

 

 
4,034

Other

 
16

 
20,703

 

 
20,719

Total revenues


546,910


131,157


(3,127
)

674,940

Expenses:
 
 
 
 
 
 
 
 

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

 
496,022

 
685

 
(3,127
)
 
493,580

Operating

 
24,638

 
53,359

 

 
77,997

General and administrative
12,025

 
3,608

 
9,887

 

 
25,520

Depreciation and amortization
739

 
19,148

 
44,124

 

 
64,011

Loss (gain) on disposal of long-lived assets, net

 
3,737

 
5,199

 

 
8,936

Total expenses
12,764


547,153


113,254


(3,127
)

670,044

Earnings from equity method investments
14,132

 
4,436

 

 
(5,873
)
 
12,695

Operating income
1,368


4,193


17,903


(5,873
)
 
17,591

Other expenses (income), net:
 
 
 
 
 
 
 
 

Interest expense
24,223

 
350

 
14,485

 
(148
)
 
38,910

Foreign currency transaction gain
(970
)
 

 
(19
)
 

 
(989
)
Other income, net
(1,063
)
 
(11
)
 
(421
)
 
148

 
(1,347
)
Total other expenses, net
22,190


339


14,045




36,574

Income (loss) before income taxes
(20,822
)

3,854


3,858


(5,873
)

(18,983
)
Income tax expense (benefit)
4,765

 

 
(10,850
)
 

 
(6,085
)
Net income (loss)
(25,587
)

3,854


14,708


(5,873
)

(12,898
)
Less: net income attributable to noncontrolling interests

 

 
12,689

 

 
12,689

Net income (loss) attributable to SemGroup
$
(25,587
)

$
3,854


$
2,019


$
(5,873
)

$
(25,587
)
Net income (loss)
$
(25,587
)

$
3,854


$
14,708


$
(5,873
)

$
(12,898
)
Other comprehensive income, net of income tax
10,794

 
166

 
16,427

 

 
27,387

Comprehensive income (loss)
(14,793
)

4,020


31,135


(5,873
)

14,489

Less: net income attributable to noncontrolling interests




12,689




12,689

Less: other comprehensive income attributable to noncontrolling interests

 

 
8,018

 

 
8,018

Comprehensive income (loss) attributable to SemGroup
$
(14,793
)

$
4,020


$
10,428


$
(5,873
)

$
(6,218
)

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

 
$
423,290

 
$

 
$

 
$
423,290

Service

 
35,172

 
74,332

 

 
109,504

Storage

 
5,933

 
33,530

 

 
39,463

Lease

 

 
4,251

 

 
4,251

Other

 

 
19,286

 

 
19,286

Total revenues


464,395


131,399




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 of long-lived assets, 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


98,816


37,184


(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
)
 
86,509


31,610


(114,208
)

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

 
3,911

 

 
(3,613
)
Net income (loss)
(2,726
)

86,509


27,699


(114,208
)

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

 
10,248

 

 
6,180

Comprehensive income (loss)
$
(7,205
)

$
86,920


$
37,947


$
(114,208
)

$
3,454




 
Six Months Ended June 30, 2019
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Product
$

 
$
936,274

 
$
961

 
$

 
$
937,235

Service

 
54,244

 
125,970

 
(205
)
 
180,009

Storage

 
10,044

 
78,765

 
(5,952
)
 
82,857

Lease

 

 
7,916

 

 
7,916

Other

 
83

 
34,072

 

 
34,155

Total revenues

 
1,000,645

 
247,684

 
(6,157
)
 
1,242,172

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

 
902,028

 
1,081

 
(6,157
)
 
896,952

Operating

 
48,555

 
92,649

 

 
141,204

General and administrative
28,349

 
7,264

 
19,454

 

 
55,067

Depreciation and amortization
1,410

 
38,145

 
83,492

 

 
123,047

Loss (gain) on disposal of long-lived assets, net

 
3,118

 
4,374

 

 
7,492

Total expenses
29,759

 
999,110

 
201,050

 
(6,157
)
 
1,223,762

Earnings from equity method investments
43,487

 
23,431

 

 
(40,272
)
 
26,646

Operating income
13,728

 
24,966

 
46,634

 
(40,272
)
 
45,056

Other expenses (income), net:
 
 
 
 
 
 
 
 
 
Interest expense
49,732

 
636

 
25,342

 
(148
)
 
75,562

Foreign currency transaction gain
(1,256
)
 

 
(21
)
 

 
(1,277
)
Other income, net
(1,654
)
 
(51
)
 
(769
)
 
148

 
(2,326
)
Total other expenses, net
46,822

 
585

 
24,552

 

 
71,959

Income (loss) before income taxes
(33,094
)
 
24,381

 
22,082

 
(40,272
)
 
(26,903
)
Income tax benefit
(668
)
 

 
(10,023
)
 

 
(10,691
)
Net income (loss)
(32,426
)
 
24,381

 
32,105

 
(40,272
)
 
(16,212
)
Less: net income attributable to noncontrolling interests

 

 
16,214

 

 
16,214

Net income (loss) attributable to SemGroup
$
(32,426
)
 
$
24,381

 
$
15,891

 
$
(40,272
)
 
$
(32,426
)
Net income (loss)
$
(32,426
)
 
$
24,381

 
$
32,105

 
$
(40,272
)
 
$
(16,212
)
Other comprehensive income (loss), net of income taxes
(9,623
)
 
22

 
22,755

 

 
13,154

Comprehensive income (loss)
(42,049
)
 
24,403

 
54,860

 
(40,272
)
 
(3,058
)
Less: net income attributable to noncontrolling interests

 

 
16,214

 

 
16,214

Less: other comprehensive income attributable to noncontrolling interests

 

 
13,598

 

 
13,598

Comprehensive income (loss) attributable to SemGroup
$
(42,049
)
 
$
24,403

 
$
25,048

 
$
(40,272
)
 
$
(32,870
)

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

 
$
902,739

 
$
31,319

 
$

 
$
934,058

Service

 
66,662

 
129,510

 

 
196,172

Storage

 
11,950

 
72,737

 

 
84,687

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

 
11,859

 
24,529

 

 
49,363

Depreciation and amortization
1,494

 
38,353

 
62,444

 

 
102,291

Loss (gain) on disposal of long-lived assets, net
132,610

 
(151,052
)
 
16,700

 

 
(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

 
35,530

 
11,834

 
(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

 
35,669

 
9,970

 

 
82,490

Income (loss) before income taxes
(24,349
)
 
137,350

 
32,305

 
(161,597
)
 
(16,291
)
Income tax expense
11,412

 

 
8,058

 

 
19,470

Net income (loss)
(35,761
)
 
137,350

 
24,247

 
(161,597
)
 
(35,761
)
Other comprehensive income (loss), net of income taxes
(10,091
)
 
155

 
34,287

 

 
24,351

Comprehensive income (loss)
(45,852
)
 
137,505

 
58,534

 
(161,597
)
 
(11,410
)

















Schedule of Condensed Cash Flow Statement [Table Text Block]
 
 
Six Months Ended June 30, 2019
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by (used in) operating activities
 
$
(69,813
)
 
$
43,647

 
$
56,055

 
$
(3
)
 
$
29,886

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 

Capital expenditures
 
(1,606
)
 
(6,489
)
 
(176,156
)
 

 
(184,251
)
Proceeds from sale of long-lived assets
 

 
598

 
1,081

 

 
1,679

Contributions to equity method investments
 

 
(20,017
)
 

 

 
(20,017
)
Payments to acquire businesses
 

 

 
(488,297
)
 

 
(488,297
)
Distributions in excess of equity in earnings of affiliates
 

 
9,861

 

 

 
9,861

Net cash provided (used in) investing activities
 
(1,606
)

(16,047
)

(663,372
)


 
(681,025
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 

 

 
(13,193
)
 

 
(13,193
)
Borrowings on credit facilities and issuance of senior notes, net of discount
 
95,500

 

 
460,522

 

 
556,022

Principal payments on credit facilities and other obligations
 
(217,628
)
 

 
(104,925
)
 

 
(322,553
)
Proceeds from issuance of common stock, net of offering costs
 

 

 
448,443

 

 
448,443

Proceeds from issuance of preferred stock, net of offering costs
 

 

 
223,280

 

 
223,280

Contributions from noncontrolling interests
 

 

 
70,521

 

 
70,521

Distributions to noncontrolling interests
 
(14,175
)
 

 
(58,248
)
 

 
(72,423
)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
 
(716
)
 

 

 

 
(716
)
Dividends paid
 
(75,736
)
 

 

 

 
(75,736
)
Proceeds from issuance of common stock under employee stock purchase plan
 
218

 

 
148

 

 
366

Intercompany borrowings (advances), net
 
464,095

 
(27,600
)
 
(440,135
)
 
3,640

 

Net cash provided by (used in) financing activities
 
251,558

 
(27,600
)

586,413


3,640

 
814,011

Effect of exchange rate changes on cash and cash equivalents
 

 

 
3,400

 

 
3,400

Change in cash and cash equivalents
 
180,139

 


(17,504
)

3,637

 
166,272

Cash and cash equivalents at beginning of period
 
40,064

 

 
50,742

 
(4,151
)
 
86,655

Cash and cash equivalents at end of period
 
$
220,203

 
$


$
33,238


$
(514
)
 
$
252,927

 
 
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 divestiture
 
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 by (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 of 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 borrowing (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


v3.19.2
Overview (Details Textual) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2019
Jan. 01, 2019
Accounting Standards Update 2018-02 [Member] | Accumulated Deficit [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 $ 10.9  
Accounting Standards Update 2016-02 [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   $ 100.0
Accounting Standards Update 2016-02 [Member] | Accumulated Deficit [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 $ 0.2  
v3.19.2
Disposal of long-lived assets (Details)
$ in Thousands, $ in Millions
6 Months Ended
Feb. 25, 2019
USD ($)
Feb. 25, 2019
CAD ($)
Apr. 12, 2018
USD ($)
Mar. 15, 2018
USD ($)
Jun. 30, 2019
USD ($)
Jun. 30, 2018
USD ($)
Dec. 31, 2018
USD ($)
Disposal of long-lived assets [Line Items]              
Disposal Group, Including Discontinued Operation, Assets, Current         $ 1,025   $ 0
Disposal Group, Including Discontinued Operation, Liabilities, Current         1,935   $ 0
Other Asset Impairment Charges         3,400    
Sherman, Texas Assets [Member] [Domain]              
Disposal of long-lived assets [Line Items]              
Disposal Group, Including Discontinued Operation, Consideration         5,300    
Impairment of Long-Lived Assets to be Disposed of         5,200    
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment         5,500    
Disposal Group, Including Discontinued Operation, Assets, Current         1,000    
Disposal Group, Including Discontinued Operation, Liabilities, Current         $ 1,900    
Sem Logistics [Member]              
Disposal of long-lived assets [Line Items]              
Proceeds from Divestiture of Businesses     $ 73,100        
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal           $ 400  
Income (loss) from disposal, excluding discontinued operations, before tax, excluding gain/loss on disposal           5,400  
SemMexico [Member]              
Disposal of long-lived assets [Line Items]              
Proceeds from Divestiture of Businesses       $ 70,700      
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal           1,600  
Income (loss) from disposal, excluding discontinued operations, before tax, excluding gain/loss on disposal           $ 2,300  
SemCAMS Midstream [Member]              
Disposal of long-lived assets [Line Items]              
Business Acquisition, Percentage of Voting Interests Acquired         51.00%    
Semcams [Member]              
Disposal of long-lived assets [Line Items]              
Equity contributed to joint venture 100.00% 100.00%          
Proceeds from Divestiture of Businesses $ 490,800 $ 645.6          
v3.19.2
Acquisitions Purchase Price Allocation Table (Details)
$ in Thousands, $ in Millions
6 Months Ended
Feb. 25, 2019
USD ($)
Feb. 25, 2019
CAD ($)
Jun. 30, 2019
USD ($)
Dec. 31, 2018
USD ($)
Goodwill $ 78,800   $ 338,931 $ 257,302
Meritage ULC [Member]        
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents     2,756  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables     29,330  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other     60  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment     328,497  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles     115,068  
Goodwill     81,266  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets     556,977  
Payments to Acquire Businesses, Gross $ 490,800 $ 645.6 491,487  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities     32,169  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities     33,321  
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities     65,490  
Business Combination, Consideration Transferred     $ 556,977  
v3.19.2
Acquisitions Textual (Details)
$ / shares in Units, $ in Thousands, $ in Millions
6 Months Ended
Feb. 25, 2019
USD ($)
$ / shares
shares
Feb. 25, 2019
CAD ($)
Jun. 30, 2019
USD ($)
shares
Jun. 06, 2019
USD ($)
Jun. 06, 2019
CAD ($)
Feb. 25, 2019
CAD ($)
shares
Dec. 31, 2018
USD ($)
shares
Finite-Lived Intangible Assets, Remaining Amortization Period 20 years 20 years          
Preferred Stock, Shares Issued | shares     350,000       350,000
Goodwill $ 78,800   $ 338,931       $ 257,302
SemCAMS Midstream [Member]              
Noncontrolling Interest, Ownership Percentage by Parent     51.00%        
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners     49.00%        
Meritage ULC [Member]              
Business Acquisition, Percentage of Voting Interests Acquired 100.00%         100.00%  
Payments to Acquire Businesses, Gross $ 490,800 $ 645.6 $ 491,487        
Reimbursement of Estimated Capital Expenditures 115,800         $ 152.3  
Goodwill     $ 81,266        
SemCAMS Midstream [Member]              
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners     49.00%        
Business Acquisition, Percentage of Voting Interests Acquired     51.00%        
Business combination, contribution to joint venture by noncontrolling interest owner 597,200     $ 11,000 $ 14.7 785.6  
Contribution to joint venture, potential contingent consideration payable, noncontrolling interest $ 11,200         $ 14.7  
Noncontrolling Interest [Member] | SemCAMS Midstream [Member]              
Preferred Stock, Shares Issued | shares 300,000         300,000  
Preferred Stock, Value, Issued $ 228,100         $ 300.0  
Preferred share conversion, percentage of IPO price 92.50% 92.50%          
Transaction fee paid to noncontrolling interest $ 4,600         $ 6.0  
Property, Plant and Equipment [Member]              
Goodwill, Purchase Accounting Adjustments     $ (2,200)        
Finite-Lived Intangible Assets [Member]              
Goodwill, Purchase Accounting Adjustments     (500)        
Other Noncurrent Liabilities [Member]              
Goodwill, Purchase Accounting Adjustments     $ (100)        
Canada, Dollars | Noncontrolling Interest [Member] | SemCAMS Midstream [Member]              
Preferred stock per share annualized dividend | $ / shares $ 87.50            
Semcams [Member]              
Equity contributed to joint venture 100.00%         100.00%  
Proceeds from Divestiture of Businesses $ 490,800 $ 645.6          
Reimbursements for deposits paid 23,300 30.6          
Contribution to joint venture, potential contingent consideration 11,200 14.7          
Contribution to joint venture, contingent consideration, potential special share dividends 38,000 50.0          
Deposits made $ 22,400 $ 29.4          
v3.19.2
Equity Method Investments - Investment balances (Details) - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Schedule of Equity Method Investments [Line Items]    
Equity method investments $ 284,186 $ 274,009
White Cliffs Pipeline, L.L.C. [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity method investments 265,200 255,043
NGL Energy Partners LP [Member]    
Schedule of Equity Method Investments [Line Items]    
Equity method investments $ 18,986 $ 18,966
v3.19.2
Equity Method Investments - Equity earnings, by investment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Schedule of Equity Method Investments [Line Items]        
Earnings from equity method investments $ 12,695 $ 14,351 $ 26,646 $ 26,965
White Cliffs Pipeline, L.L.C. [Member]        
Schedule of Equity Method Investments [Line Items]        
Earnings from equity method investments 12,688 14,338 26,625 26,943
NGL Energy Partners LP [Member]        
Schedule of Equity Method Investments [Line Items]        
Earnings from equity method investments $ 7 $ 13 $ 21 $ 22
v3.19.2
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, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Summarized income statement information        
Equity Method Investment, Summarized Financial Information, Revenue $ 41,962 $ 44,209 $ 87,586 $ 84,600
Equity Method Investment, Summarized Financial Information, Cost of Sales (228) (415) (7) (31)
Equity Method Investment, Summarized Financial Information, Operating, General and Administrative Expenses 8,047 6,594 16,859 11,997
Equity Method Investment, Summarized Financial Information, Depreciation and Amortization Expense 9,265 9,606 18,528 19,197
Equity Method Investment, Summarized Financial Information, Net Income (Loss) $ 24,878 $ 28,423 $ 52,206 $ 53,437
v3.19.2
Equity Method Investments (Details Textual) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
White Cliffs Pipeline, L.L.C. [Member]        
Schedule of Equity Method Investments [Line Items]        
Equity Method Investment, Ownership Percentage 51.00%   51.00%  
Proceeds from Equity Method Investment, Dividends or Distributions, Return of and Return on Capital $ 16.0 $ 19.4 $ 36.5 $ 38.6
Partners' Capital Account, Contributions $ 10.6 $ 1.8 20.0 $ 1.8
Remaining expected capital contributions year one     $ 8.7  
General Partner [Member] | NGL Energy Partners LP [Member]        
Schedule of Equity Method Investments [Line Items]        
Equity Method Investment, Ownership Percentage 11.78%   11.78%  
v3.19.2
Financial Instruments - Fair value of financial assets and liabilties (Details) - USD ($)
$ in Thousands
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Fair Value, Recurring [Member]            
Fair Value of Financial Assets and Liabilities            
Derivative Asset $ 0   $ 3,685      
Derivative Liability 9,870   4,467      
Derivative Assets (Liabilities), at Fair Value, Net (9,870)   (782)      
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]            
Fair Value of Financial Assets and Liabilities            
Derivative Asset, Fair Value, Gross Asset 87   4,658      
Derivative Asset, Fair Value, Gross Liability (87)   (973)      
Derivative Liability, Fair Value, Gross Liability 6,123   973      
Derivative Liability, Fair Value, Gross Asset [1] (87)   (973)      
Derivative Assets (Liabilities), at Fair Value, Net (6,036)   3,685      
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]            
Fair Value of Financial Assets and Liabilities            
Derivative Asset, Fair Value, Gross Asset 0   0      
Derivative Liability, Fair Value, Gross Liability 158   2,985      
Derivative Assets (Liabilities), at Fair Value, Net (158)   (2,985)      
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]            
Fair Value of Financial Assets and Liabilities            
Derivative Asset, Fair Value, Gross Asset 0   0      
Derivative Liability, Fair Value, Gross Liability 3,676   1,482      
Derivative Assets (Liabilities), at Fair Value, Net (3,676)   (1,482)      
Commodity Contract [Member] | Fair Value, Recurring [Member]            
Fair Value of Financial Assets and Liabilities            
Derivative Asset [2] 0   3,685      
Derivative Liability [2] 6,036   0      
Commodity Contract [Member] | Fair Value, 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 [2] 87   4,658      
Derivative Asset, Fair Value, Gross Liability [1],[2] (87)   (973)      
Derivative Liability, Fair Value, Gross Liability [2] 6,123   973      
Derivative Liability, Fair Value, Gross Asset [1],[2] (87)   (973)      
Foreign Exchange Forward [Member] | Fair Value, Recurring [Member]            
Fair Value of Financial Assets and Liabilities            
Derivative Liability 158   2,985      
Foreign Exchange Forward [Member] | Fair Value, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 2 [Member]            
Fair Value of Financial Assets and Liabilities            
Derivative Liability, Fair Value, Gross Liability 158   2,985      
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 (3,676) $ (2,175) (1,482) $ 110 $ 130 $ (1,228)
Interest Rate Swap [Member] | Fair Value, Recurring [Member]            
Fair Value of Financial Assets and Liabilities            
Derivative Liability 3,676   1,482      
Interest Rate Swap [Member] | Fair Value, Recurring [Member] | Not Designated as Hedging Instrument [Member] | Fair Value, Inputs, Level 3 [Member]            
Fair Value of Financial Assets and Liabilities            
Derivative Liability, Fair Value, Gross Liability $ 3,676   $ 1,482      
[1]
(1) Commodity derivatives are subject to netting arrangements.
[2]
(2) Relates primarily to exchange traded futures. Gain and loss positions on multiple contracts are settled net on a daily basis with the exchange.
v3.19.2
Financial Instruments Financial Instruments - Level 3 Changes in Fair Value (Details) - Not Designated as Hedging Instrument [Member] - Interest Rate Swap [Member] - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Derivative [Line Items]        
Derivative, Gain (Loss) on Derivative, Net $ (1,500) $ (100) $ (2,200) $ 1,200
Fair Value, Inputs, Level 3 [Member]        
Derivative [Line Items]        
Derivative Assets (Liabilities), at Fair Value, Net (2,175) 130 (1,482) (1,228)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers out of Level 3 0 0 0 0
Derivative, Gain (Loss) on Derivative, Net [1] (1,501) (84) (2,194) 1,219
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Settlements 0 64 0 119
Derivative Assets (Liabilities), at Fair Value, Net $ (3,676) $ 110 $ (3,676) $ 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).
v3.19.2
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, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Short [Member]        
Derivative [Line Items]        
Derivative, Nonmonetary Notional Amount, Volume 4,374 3,624 9,108 7,763
Long [Member]        
Derivative [Line Items]        
Derivative, Nonmonetary Notional Amount, Volume 4,121 3,816 9,025 7,191
v3.19.2
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, 2019
Dec. 31, 2018
Other Current Assets [Member]    
Derivatives, Fair Value [Line Items]    
Derivative Asset $ 0 $ 3,685
Other Current Liabilities [Member]    
Derivatives, Fair Value [Line Items]    
Derivative Liability $ 6,036 $ 0
v3.19.2
Financial Instruments - Realized and unrealized gains and losses (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Commodity Contract [Member] | Not Designated as Hedging Instrument [Member]        
Schedule of Realized and Unrealized Gains (Losses) from Commodity Derivatives        
Derivative, Gain (Loss) on Derivative, Net $ 2,865 $ (9,094) $ (7,720) $ (12,230)
v3.19.2
Financial Instruments (Details Textual) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Dec. 31, 2018
Offsetting Assets [Line Items]          
Margin Deposit Assets $ 10.6   $ 10.6   $ 0.1
Derivative Asset, Fair Value, Amount Offset Against Collateral 4.6   4.6   3.8
Largest Customer [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]          
Offsetting Assets [Line Items]          
Revenue from Contract with Customer, Excluding Assessed Tax $ 222.4   415.0    
Largest Customer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]          
Offsetting Assets [Line Items]          
Concentration Risk, Percentage 12.00%        
Largest Customer [Member] | Supplier Concentration Risk [Member] | Cost of Sales [Member]          
Offsetting Assets [Line Items]          
Purchases of Product $ 165.3   110.7    
Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member]          
Offsetting Assets [Line Items]          
Derivative, Notional Amount 422.0   422.0   524.3
Derivative, Gain (Loss) on Derivative, Net (1.5) $ (0.1) (2.2) $ 1.2  
Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member]          
Offsetting Assets [Line Items]          
Derivative, Notional Amount 6.0   6.0   56.1
Derivative, Gain (Loss) on Derivative, Net 1.0 $ (2.1) 1.3 $ (6.5)  
Other Liabilities [Member] | Interest Rate Swap [Member] | Not Designated as Hedging Instrument [Member]          
Offsetting Assets [Line Items]          
Derivative Liability 3.7   3.7   1.5
Other Current Liabilities [Member] | Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member]          
Offsetting Assets [Line Items]          
Derivative Liability $ 0.2   $ 0.2   $ 3.0
v3.19.2
Income Taxes (Details Textual) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent     21.00%  
Effective Income Tax Rate Reconciliation, Percent 32.00% 57.00% 40.00% (120.00%)
Foreign withholding tax paid on remittances to the U.S.     $ 1.1  
Other Tax Expense (Benefit)       $ 10.0
Restricted Stock [Member]        
Other Tax Expense (Benefit)       1.7
Reduction in Taxes [Member]        
Other Tax Expense (Benefit)     $ 12.1  
Foreign Tax Credits and Offset to Branch Deferreds [Member]        
Other Tax Expense (Benefit)       $ 2.7
v3.19.2
Long-Term Debt (Details)
$ in Thousands, $ in Millions
Jun. 30, 2019
USD ($)
Jun. 13, 2019
USD ($)
Jun. 13, 2019
CAD ($)
Feb. 25, 2019
USD ($)
Feb. 25, 2019
CAD ($)
Dec. 31, 2018
USD ($)
Debt Instrument [Line Items]            
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net $ (32,377)         $ (31,666)
Long-term Debt and Capital Lease Obligations, Including Current Maturities 2,523,579         2,284,834
less: current portion of long-term debt 12,682         6,000
Long-term debt $ 2,510,897         2,278,834
Revolving Credit Facility [Member] | Corporate Credit Facility [Member]            
Debt Instrument [Line Items]            
Line of Credit Facility, Interest Rate at Period End 1.75%          
Revolving Credit Facility [Member] | SemCAMS Midstream Credit Facility [Member] [Member]            
Debt Instrument [Line Items]            
Line of Credit Facility, Interest Rate at Period End 2.25%          
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
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 0.00%          
Long-term Line of Credit $ 0         24,500
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 0.00%          
Long-term Line of Credit $ 0         95,000
Prime Rate [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | SemCAMS Midstream Credit Facility [Member] [Member]            
Debt Instrument [Line Items]            
Line of Credit Facility, Interest Rate at Period End 5.20%          
Long-term Line of Credit $ 33,599         0
Bankers Acceptance Rate [Domain] | Line of Credit [Member] | Revolving Credit Facility [Member] | SemCAMS Midstream Credit Facility [Member] [Member]            
Debt Instrument [Line Items]            
Line of Credit Facility, Interest Rate at Period End 4.5016%          
Long-term Line of Credit $ 61,090         0
SemCAMS Midstream [Member] | Term Loan A [Member]            
Debt Instrument [Line Items]            
Long-term Debt, Gross       $ 267,300 $ 350  
SemCAMS Midstream [Member] | KAPS Facility [Member] [Domain]            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage 0.00%          
Long-term Debt, Gross $ 0 $ 229,100 $ 300     0
SemCAMS Midstream [Member] | Prime Rate [Member] | Term Loan A [Member]            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage 5.20%          
Long-term Debt, Gross $ 5         0
SemCAMS Midstream [Member] | Bankers Acceptance Rate [Domain] | Term Loan A [Member]            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage 4.5162%          
Long-term Debt, Gross $ 267,262         0
HFOTCO LLC [Member] | Term Loan B [Member]            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage 5.16%          
Long-term Debt, Gross $ 594,000         597,000
HFOTCO LLC [Member] | Tax Exempt Notes Payable due 2050 [Member]            
Debt Instrument [Line Items]            
Debt Instrument, Interest Rate, Stated Percentage 3.3259%          
Long-term Debt, Gross $ 225,000         $ 225,000
v3.19.2
Long-Term Debt Letters of Credit (Details)
$ in Thousands
Jun. 30, 2019
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 $ 46,125
Corporate Credit Facility [Member] | Revolving Credit Facility [Member]  
Debt Instrument [Line Items]  
Line of Credit Facility, Interest Rate at Period End 1.75%
Letters of credit outstanding $ 27,335
SemCAMS Midstream Credit Facility [Member] [Member] | Revolving Credit Facility [Member]  
Debt Instrument [Line Items]  
Line of Credit Facility, Interest Rate at Period End 2.25%
Letters of credit outstanding $ 22,909
SemCAMS Midstream [Member] | Bilateral Letter of Credit [Member]  
Debt Instrument [Line Items]  
Line of Credit Facility, Interest Rate at Period End 1.75%
Letters of credit outstanding $ 3,734
v3.19.2
Long-Term Debt (Details Textual)
$ in Thousands, $ in Millions
6 Months Ended
Mar. 31, 2022
CAD ($)
Mar. 31, 2020
CAD ($)
Jun. 30, 2019
USD ($)
Jun. 30, 2018
USD ($)
Jun. 30, 2019
CAD ($)
Jun. 13, 2019
USD ($)
Jun. 13, 2019
CAD ($)
Feb. 25, 2019
USD ($)
Feb. 25, 2019
CAD ($)
Dec. 31, 2018
USD ($)
Debt Instrument [Line Items]                    
Interest Costs Capitalized     $ 3,500 $ 6,500            
Corporate Credit Facility [Member] | Revolving Credit Facility [Member]                    
Debt Instrument [Line Items]                    
Maximum borrowing capacity     1,000,000              
SemCAMS Midstream Credit Facility [Member] [Member] | Revolving Credit Facility [Member]                    
Debt Instrument [Line Items]                    
Maximum borrowing capacity         $ 525.0 $ 400,900 $ 525.0 $ 343,600 $ 450.0  
Fair Value, Inputs, Level 2 [Member]                    
Debt Instrument [Line Items]                    
Long-term Debt, Fair Value     2,500,000              
Bankers Acceptance Rate [Domain] | SemCAMS Midstream Credit Facility [Member] [Member] | Revolving Credit Facility [Member] | Line of Credit [Member]                    
Debt Instrument [Line Items]                    
Long-term Line of Credit     61,090             $ 0
Eurodollar [Member] | Corporate Credit Facility [Member] | Revolving Credit Facility [Member] | Line of Credit [Member]                    
Debt Instrument [Line Items]                    
Long-term Line of Credit     0             95,000
Alternate Base Rate [Member] | Corporate Credit Facility [Member] | Revolving Credit Facility [Member] | Line of Credit [Member]                    
Debt Instrument [Line Items]                    
Long-term Line of Credit     0             24,500
HFOTCO LLC [Member] | Term Loan B [Member]                    
Debt Instrument [Line Items]                    
Debt Instrument, Periodic Payment, Principal     1,500              
Long-term Debt, Gross     594,000             597,000
SemCAMS Midstream [Member]                    
Debt Instrument [Line Items]                    
Limit on potential increase in facility           190,900 250.0      
SemCAMS Midstream [Member] | KAPS Facility [Member] [Domain]                    
Debt Instrument [Line Items]                    
Long-term Debt, Gross     0     $ 229,100 $ 300.0     0
SemCAMS Midstream [Member] | Term Loan A [Member]                    
Debt Instrument [Line Items]                    
Debt Instrument, Periodic Payment, Principal $ 6.6 $ 4.4                
Long-term Debt, Gross               $ 267,300 $ 350.0  
SemCAMS Midstream [Member] | Bankers Acceptance Rate [Domain] | Term Loan A [Member]                    
Debt Instrument [Line Items]                    
Long-term Debt, Gross     $ 267,262             $ 0
v3.19.2
Commitments and Contingencies - Purchase and sales commitments (Details)
bbl in Thousands, $ in Thousands
Jun. 30, 2019
USD ($)
bbl
Fixed Price Sales [Member]  
Summary Of Purchase And Sale Commitments  
Sale commitments, Volume (barrels) | bbl 2,853
Sale commitments, Value | $ $ 157,506
Floating Price Sales [Member]  
Summary Of Purchase And Sale Commitments  
Sale commitments, Volume (barrels) | bbl 16,001
Sale commitments, Value | $ $ 797,728
Fixed Price Purchases [Member]  
Summary Of Purchase And Sale Commitments  
Purchase commitments, Volume (barrels) | bbl 2,634
Purchase commitments, Value | $ $ 144,008
Floating Price Purchases [Member]  
Summary Of Purchase And Sale Commitments  
Purchase commitments, Volume (barrels) | bbl 13,197
Purchase commitments, Value | $ $ 751,703
v3.19.2
Commitments and Contingencies - Take or Pay (Details) - U.S. Gas [Member] - Fractionation capacity [Member]
$ in Thousands
Jun. 30, 2019
USD ($)
Long-term Purchase Commitment [Line Items]  
Purchase Obligation, Remainder of the year $ 4,932
Purchase Obligation, Due in Second Year 9,063
Purchase Obligation, Due in Third Year 7,337
Purchase Obligation, Due in Fourth Year 6,905
Purchase Obligation, Due in Fifth Year 2,854
Purchase Obligation, Due after Fifth Year 0
Purchase Obligation $ 31,091
v3.19.2
Commitments and Contingencies - Take or Pay 2 (Details) - U.S. Liquids [Member] - Third-party pipeline [Member]
$ in Thousands
Jun. 30, 2019
USD ($)
Long-term Purchase Commitment [Line Items]  
Unrecorded Unconditional Purchase Obligation, Due in Remainder of Fiscal Year $ 11,022
Unrecorded Unconditional Purchase Obligation, Due within Two Years 19,751
Unrecorded Unconditional Purchase Obligation, Due within Three Years 12,976
Unrecorded Unconditional Purchase Obligation, Due within Four Years 13,231
Unrecorded Unconditional Purchase Obligation, Due within Five Years 13,496
Unrecorded Unconditional Purchase Obligation, Due after Five Years 6,817
Unrecorded Unconditional Purchase Obligation $ 77,293
v3.19.2
Commitments and Contingencies (Details Textual) - 6 months ended Jun. 30, 2019
$ in Millions, $ in Billions
USD ($)
CAD ($)
Loss Contingency Accrual $ 22.0  
Commitments and Contingencies (Textual) [Abstract]    
Site contingency number of sites checked 6 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 30 days
Maximum [Member]    
Commitments and Contingencies (Textual) [Abstract]    
Notice required to cancel purchase agreements, days 120 days 120 days
U.S. Liquids [Member]    
Commitments and Contingencies (Textual) [Abstract]    
Site contingency number of sites checked 5 5
U.S. Gas [Member]    
Commitments and Contingencies (Textual) [Abstract]    
Site contingency number of sites checked 1 1
Canada [Member]    
Commitments and Contingencies (Textual) [Abstract]    
Asset retirement obligation liability $ 25.8  
Estimated cost to retire facilities $ 141.7  
SemCAMS Midstream [Member]    
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 49.00%  
Keyera Pipeline Project [Domain]    
Estimated Project Costs $ 992.7 $ 1.3
Interest In Joint Venture 50.00% 50.00%
v3.19.2
Equity - Dividends (Details) - $ / shares
Aug. 26, 2019
May 20, 2019
Mar. 14, 2019
Nov. 26, 2018
Aug. 29, 2018
May 25, 2018
Mar. 19, 2018
Dividends Payable [Line Items]              
Dividend Per Share, Paid   $ 0.4725 $ 0.4725 $ 0.4725 $ 0.4725 $ 0.4725 $ 0.4725
Subsequent Event [Member]              
Dividends Payable [Line Items]              
Common Stock, Dividends, Per Share, Declared $ 0.4725            
v3.19.2
Equity (Details Textual)
$ / shares in Units, $ in Millions
6 Months Ended
Jun. 30, 2019
USD ($)
$ / shares
shares
EQUITY (Textual) [Abstract]  
Outstanding unvested equity compensation awards 1,638,887
Additional equity compensation awards that could vest if certain targets are achieved 538,000
Unvested Dividend Equivalent Value | $ $ 2.1
Equity compensation awards granted during the period 818,603
Weighted average grant date fair value of equity awards granted during the period | $ / shares $ 14.80
Employee Stock [Member]  
EQUITY (Textual) [Abstract]  
Employee Stock Purchase Plan shares issued during period 32,468
Share-based Payment Arrangement [Member]  
EQUITY (Textual) [Abstract]  
Vested common stock 345,239
SemCAMS Midstream [Member]  
EQUITY (Textual) [Abstract]  
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 49.00%
Maurepas Pipeline LLC [Member]  
EQUITY (Textual) [Abstract]  
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 49.00%
v3.19.2
Preferred Stock Preferred Stock (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 26, 2019
May 20, 2019
Mar. 01, 2019
Nov. 26, 2018
Aug. 29, 2018
May 25, 2018
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Dividends, Preferred Stock, Paid-in-kind             $ 6,541 $ 4,830 $ 12,970 $ 4,830
Redeemable Preferred Stock [Member]                    
Dividends, Preferred Stock, Paid-in-kind   $ 6,541 $ 6,430 $ 6,317 $ 6,211 $ 4,832        
Redeemable Preferred Stock [Member] | Subsequent Event [Member]                    
Dividends, Preferred Stock, Paid-in-kind $ 6,657                  
v3.19.2
Preferred Stock (Details Textual)
$ / shares in Units, $ in Thousands, $ in Millions
3 Months Ended 6 Months Ended
May 20, 2019
USD ($)
Mar. 01, 2019
USD ($)
Feb. 25, 2019
USD ($)
$ / shares
shares
Feb. 25, 2019
CAD ($)
Nov. 26, 2018
USD ($)
Aug. 29, 2018
USD ($)
May 25, 2018
USD ($)
Jun. 30, 2019
USD ($)
shares
Jun. 30, 2019
CAD ($)
shares
Mar. 31, 2019
USD ($)
Mar. 31, 2019
CAD ($)
Jun. 30, 2018
USD ($)
Jun. 30, 2019
USD ($)
shares
Jun. 30, 2018
USD ($)
Dec. 31, 2018
shares
Preferred Stock, Shares Issued | shares               350,000 350,000       350,000   350,000
Dividends, Preferred Stock, Paid-in-kind | $               $ 6,541       $ 4,830 $ 12,970 $ 4,830  
Redeemable Preferred Stock [Member]                              
Convertible Preferred Stock, Shares Issued upon Conversion | shares               11,525,181 11,525,181       11,525,181    
Dividends, Preferred Stock, Paid-in-kind | $ $ 6,541 $ 6,430     $ 6,317 $ 6,211 $ 4,832                
Subsidiary redeemable preferred stock [Member]                              
Convertible Preferred Stock, Shares Issued upon Conversion | shares               302,480 302,480       302,480    
SemCAMS Midstream [Member] | Subsidiary redeemable preferred stock [Member]                              
Preferred Stock, Shares Issued | shares     300,000                        
Preferred stock per share annualized dividend     $ 87.50                        
Proceeds from Issuance of Redeemable Preferred Stock     $ 223,800 $ 293.7                      
Payments of Stock Issuance Costs     $ 4,800 $ 6.3                      
Dividends, Preferred Stock, Paid-in-kind               $ 5,100 $ 6.6 $ 1,900 $ 2.5        
Canada, Dollars | SemCAMS Midstream [Member] | Subsidiary redeemable preferred stock [Member]                              
Shares Issued, Price Per Share     $ 1,000                        
Preferred Stock, Redemption Price Per Share     1,100                        
United States of America, Dollars | SemCAMS Midstream [Member] | Subsidiary redeemable preferred stock [Member]                              
Shares Issued, Price Per Share     764                        
Preferred Stock, Redemption Price Per Share     $ 840                        
v3.19.2
Accumulated Other Comprehensive Income (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Mar. 31, 2019
Dec. 31, 2018
Mar. 31, 2018
Dec. 31, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Other Comprehensive Income (Loss), Foreign Currency Translation Gain (Loss) Arising During Period, Tax $ 8,481 $ (5,123) $ 7,311 $ (8,073)        
Accumulated Other Comprehensive Income (Loss), Net of Tax (51,691)   (51,691)     $ (51,247)    
Other Comprehensive Income (Loss), Foreign Currency Translation, Gain (Loss), Reclassification Adjustment from AOCI, after Tax 0 7,117 0 15,935        
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax 37 0 180 1        
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Accumulated Other Comprehensive Income (Loss), Net of Tax (33,148) (26,668) (33,148) (26,668) $ (60,435) (45,816) $ (32,846) $ (51,014)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax 27,287 (15,863) 23,552 (25,000)        
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax   22,041 (10,884) 49,346        
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax 0 0 0 0        
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Accumulated Other Comprehensive Income (Loss), Net of Tax (4,945) (2,782) (4,945) (2,782) (5,045) (5,431) (2,784) (2,787)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax 0 0 0 0        
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax   0 0 0        
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax 100 2 486 5        
AOCI Including Portion Attributable to Noncontrolling Interest [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Accumulated Other Comprehensive Income (Loss), Net of Tax (38,093) (29,450) (38,093) (29,450) (65,480) (51,247) $ (35,630) $ (53,801)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax 27,287 (15,863) 23,552 (25,000)        
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax   22,041 (10,884) 49,346        
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax 100 $ 2 486 $ 5        
Noncontrolling Interest [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Accumulated Other Comprehensive Income (Loss), Net of Tax 13,598   13,598   5,580 0    
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax 7,969   13,581          
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax     0          
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax 49   17          
AOCI Attributable to Parent [Member]                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Accumulated Other Comprehensive Income (Loss), Net of Tax (51,691)   (51,691)   $ (71,060) $ (51,247)    
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax 19,318   9,971          
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax     (10,884)          
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, after Tax $ 51   $ 469          
v3.19.2
Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Revenues $ 674,940 $ 595,794 $ 1,242,172 $ 1,257,403
Direct Financing Lease, Revenue 4,034 4,251 7,916 8,580
U.S. Liquids [Member]        
Revenues 575,033 466,133 1,048,501 989,078
Direct Financing Lease, Revenue 4,034 4,251 7,916 8,580
U.S. Gas [Member]        
Revenues 37,083 59,167 86,020 111,406
Canada [Member]        
Revenues 62,824 69,631 107,651 114,776
Corporate, Non-Segment [Member]        
Revenues 0 863 0 42,143
Intersegment Eliminations [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax (3,983) (3,205) (8,272) (6,845)
Revenues (3,983) (3,206) (8,272) (6,863)
Intersegment Eliminations [Member] | U.S. Gas [Member]        
Revenues 3,983 3,206 8,272 6,863
Product [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 517,002 423,290 937,235 934,058
Product [Member] | U.S. Liquids [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 492,084 381,721 877,114 825,118
Product [Member] | U.S. Gas [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 28,901 44,775 68,393 84,484
Product [Member] | Corporate, Non-Segment [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 31,319
Pipeline transportation [Member] | U.S. Liquids [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 21,236 21,602 42,357 41,941
Truck Transportation Revenue [Member] | U.S. Liquids [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 3,175 7,046 7,117 12,774
Storage Services [Member] | U.S. Liquids [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 41,113 38,812 82,857 76,933
Storage Services [Member] | Corporate, Non-Segment [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 0 651 0 7,754
Facility Service Fees [Member] | U.S. Liquids [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 13,391 12,701 31,140 23,732
Service Fees [Member] | U.S. Gas [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 12,149 17,598 25,816 33,785
Service Fees [Member] | Canada [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 42,139 50,402 73,615 80,944
Service Fees [Member] | Corporate, Non-Segment [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 0 211 0 3,052
Other revenue [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 20,719 19,286 34,155 33,906
Other revenue [Member] | U.S. Gas [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax 16 0 83 0
Other revenue [Member] | Canada [Member]        
Revenue from Contract with Customer, Excluding Assessed Tax $ 20,685 $ 19,229 $ 34,036 $ 33,832
v3.19.2
Revenue (Details 2)
$ in Thousands
Jun. 30, 2019
USD ($)
Period 1 [Member]  
Revenue, Remaining Performance Obligation, Amount $ 188,220
Period 2 [Member]  
Revenue, Remaining Performance Obligation, Amount 269,397
Period 3 [Member]  
Revenue, Remaining Performance Obligation, Amount 222,702
Period 4 [Member]  
Revenue, Remaining Performance Obligation, Amount 225,308
Period 5 [Member]  
Revenue, Remaining Performance Obligation, Amount 226,892
Thereafter [Member]  
Revenue, Remaining Performance Obligation, Amount $ 2,008,649
v3.19.2
Revenue (Details 3) - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Take-or-pay [Member]    
Contract with Customer, Asset, Net, Noncurrent $ 14,036 $ 11,496
v3.19.2
Revenue (Details Textual) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Dec. 31, 2018
Deferred Revenue, Revenue Recognized $ 0.3 $ 0.4 $ 0.6 $ 3.3  
Capitalized Contract Cost, Net 9.2   $ 9.2   $ 9.4
capitalized contract costs amortization period     25 years    
Capitalized Contract Cost, Amortization $ 0.1 $ 0.1 $ 0.2 $ 0.2  
v3.19.2
Leases Lease assets and liabilities (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
USD ($)
Jun. 30, 2019
USD ($)
Right of use Assets and Liabilities [Abstract]    
Finance Lease, Weighted Average Discount Rate, Percent 5.16% 5.16%
Finance Lease, Right-of-Use Asset, Amortization $ 161 $ 323
Finance Lease, Right-of-Use Asset 2,909 2,909
Operating Lease, Right-of-Use Asset 90,180 90,180
Finance Lease, Liability 2,945 2,945
Operating Lease, Liability 92,855 92,855
Finance Lease, Interest Expense 39 79
Operating Lease, Cost 2,263 4,500
Variable Lease, Cost 478 1,068
Finance Lease, Principal Payments 144 239
Operating Lease, Payments 990 1,623
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability $ 0 $ 3,232
Operating Lease, Weighted Average Discount Rate, Percent 5.16% 5.16%
v3.19.2
Leases Lease Cost (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
USD ($)
Jun. 30, 2019
USD ($)
Leases [Abstract]    
Finance Lease, Right-of-Use Asset, Amortization $ 161 $ 323
Finance Lease, Interest Expense 39 79
Operating Lease, Cost 2,263 4,500
Variable Lease, Cost 478 1,068
Finance Lease, Principal Payments 144 239
Operating Lease, Payments 990 1,623
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability $ 0 $ 3,232
Finance Lease, Weighted Average Remaining Lease Term 40 years 6 months 40 years 6 months
Operating Lease, Weighted Average Remaining Lease Term 4 years 6 months 4 years 6 months
Finance Lease, Weighted Average Discount Rate, Percent 5.16% 5.16%
Operating Lease, Weighted Average Discount Rate, Percent 5.16% 5.16%
v3.19.2
Leases Lessee Lease Liability Maturity Schedule (Details)
$ in Thousands
Jun. 30, 2019
USD ($)
Lease Maturity [Abstract]  
Lessee Finance Lease Liability Payments Remainder Of Fiscal Year $ 366
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year 3,280
Lessee, Finance Lease Liability Payments, Due Year Two 732
Lessee, Operating Lease, Liability, Payments, Due Year Two 6,793
Lessee, Finance Lease Liability Payments, Due Year Three 732
Lessee, Operating Lease, Liability, Payments, Due Year Three 7,041
Lessee, Finance Lease Liability Payments, Due Year Four 732
Lessee, Operating Lease, Liability, Payments, Due Year Four 6,446
Lessee, Finance Lease Liability Payments, Due Year Five 732
Lessee, Operating Lease, Liability, Payments, Due Year Five 5,900
Lessee, Finance Lease Liability Payments, Due after Year Five 0
Lessee, Operating Lease, Liability, Payments, Due after Year Five 206,312
Lessee, Finance Lease Liability, Payments Due 3,294
Lessee, Operating Lease, Liability, Payments, Due 235,772
Finance Lease, Liability, Current 607
Operating Lease, Liability 92,855
Finance Lease, Liability, Undiscounted Excess Amount 349
Operating Lease, Liability, Current 5,057
Finance Lease, Liability, Noncurrent 2,338
Operating Lease, Liability, Noncurrent 87,798
Finance Lease, Liability 2,945
Lessee, Operating Lease, Liability, Undiscounted Excess Amount $ 142,917
v3.19.2
Leases Direct finance lease components (Details)
$ in Thousands
Jun. 30, 2019
USD ($)
Direct Finance Lease Components [Abstract]  
Direct Financing Lease, Lease Receivable $ 76,461
Direct Financing Lease, Unguaranteed Residual Asset 69,222
Direct Financing Lease, Deferred Selling Profit (76,461)
Direct Financing Lease, Net Investment in Lease $ 69,222
v3.19.2
Leases Direct finance lease income (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2019
Direct finance lease income [Abstract]    
Direct Financing Lease, Interest Income $ 3,432 $ 6,865
Direct Financing Lease, Variable Lease Income 602 1,051
Direct Financing Lease, Lease Income $ 4,034 $ 7,916
v3.19.2
Leases Lessor Lease Liability Maturity Schedule (Details)
$ in Thousands
Jun. 30, 2019
USD ($)
Lessor Lease Maturity [Abstract]  
Finance Lease, Liability, Payments, Remainder of Fiscal Year $ 6,867
Finance Lease, Liability, Payments, Due Year Two 13,031
Finance Lease, Liability, Payments, Due Year Three 12,800
Finance Lease, Liability, Payments, Due Year Four 12,804
Finance Lease, Liability, Payments, Due Year Five 12,808
Finance Lease, Liability, Payments, Due after Year Five 18,151
Finance Lease, Liability, Payment, Due $ 76,461
v3.19.2
Segments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Dec. 31, 2018
Segment Reporting Information [Line Items]          
Earnings from equity method investments $ 12,695 $ 14,351 $ 26,646 $ 26,965  
Revenues 674,940 595,794 1,242,172 1,257,403  
Depreciation and amortization 64,011 51,755 123,047 102,291  
Loss (gain) on Disposal or Impairment 8,936 1,824 7,492 (1,742)  
Income tax expense (benefit) (6,085) (3,613) (10,691) 19,470  
Segment profit 125,679 117,106 249,811 232,515  
EBITDA Adjustment to Equity Earnings 4,718 4,886 9,428 9,769  
Net unrealized loss related to commodity derivative instruments 4,903 4,409 9,721 6,635  
General and Administrative Expense 25,520 22,886 55,067 49,363  
Interest Expense 38,910 35,904 75,562 78,365  
Foreign currency transaction loss (gain) (989) 2,314 (1,277) 5,608  
Other expense (income), net (1,347) (533) (2,326) (1,483)  
Net loss (12,898) (2,726) (16,212) (35,761)  
Total assets 6,257,940   6,257,940   $ 5,210,307
Equity method investments 284,186   284,186   274,009
U.S. Liquids [Member]          
Segment Reporting Information [Line Items]          
Earnings from equity method investments 12,688 14,338 26,625 26,943  
Revenues 575,033 466,133 1,048,501 989,078  
U.S. Gas [Member]          
Segment Reporting Information [Line Items]          
Revenues 37,083 59,167 86,020 111,406  
Canada [Member]          
Segment Reporting Information [Line Items]          
Revenues 62,824 69,631 107,651 114,776  
Corporate, Non-Segment [Member]          
Segment Reporting Information [Line Items]          
Earnings from equity method investments 7 13 21 22  
Revenues 0 863 0 42,143  
Depreciation and amortization 739 747 1,410 1,473  
Income tax expense (benefit) 4,765 (6,930) (195) 12,974  
Segment profit (219) (172) (456) 10,791  
Total assets 307,813   307,813   119,668
Equity method investments 18,986   18,986   18,966
Operating Segments [Member] | U.S. Liquids [Member]          
Segment Reporting Information [Line Items]          
Depreciation and amortization 39,824 34,922 79,311 69,045  
Income tax expense (benefit) 149 181 296 390  
Segment profit 85,189 80,393 174,700 148,449  
Total assets 3,882,840   3,882,840   3,689,384
Equity method investments 265,200   265,200   255,043
Operating Segments [Member] | U.S. Gas [Member]          
Segment Reporting Information [Line Items]          
Depreciation and amortization 11,112 10,822 22,207 21,271  
Segment profit 11,040 15,437 23,205 29,714  
Total assets 686,633   686,633   716,837
Operating Segments [Member] | Canada [Member]          
Segment Reporting Information [Line Items]          
Depreciation and amortization 12,336 5,264 20,119 10,502  
Income tax expense (benefit) (10,999) 3,136 (10,792) 6,106  
Segment profit 29,669 21,448 52,362 43,561  
Total assets 1,380,654   1,380,654   $ 684,418
Intersegment Eliminations [Member]          
Segment Reporting Information [Line Items]          
Revenues (3,983) (3,206) (8,272) (6,863)  
Intersegment Eliminations [Member] | U.S. Gas [Member]          
Segment Reporting Information [Line Items]          
Revenues $ 3,983 $ 3,206 $ 8,272 $ 6,863  
v3.19.2
Earnings Per Share - Basic (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Basic earnings per share        
Net income (loss) $ (12,898) $ (2,726) $ (16,212) $ (35,761)
Net Income (Loss) Attributable to Noncontrolling Interest 12,689 0 16,214 0
Net Income (Loss) Attributable to Parent (25,587) (2,726) (32,426) (35,761)
Less: cumulative preferred stock dividends 6,657 6,211 13,198 11,043
Subsidiary Preferred Stock Dividends, Income Statement Impact 2,577 0 3,684 0
Accretion of Subsidiary Preferred Stock to redemption Value 237 0 13,986 0
Net income (loss) attributable to common shareholders $ (35,058) $ (8,937) $ (63,294) $ (46,804)
Weighted average common stock outstanding 78,668 78,319 78,580 78,259
Basic earnings (loss) per share, Net $ (0.45) $ (0.11) $ (0.81) $ (0.60)
v3.19.2
Earnings Per Share - Diluted (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Diluted earnings per share        
Net income (loss) $ (12,898) $ (2,726) $ (16,212) $ (35,761)
Net Income (Loss) Attributable to Noncontrolling Interest 12,689 0 16,214 0
Net Income (Loss) Attributable to Parent (25,587) (2,726) (32,426) (35,761)
Less: cumulative preferred stock dividends 6,657 6,211 13,198 11,043
Subsidiary Preferred Stock Dividends, Income Statement Impact 2,577 0 3,684 0
Accretion of Subsidiary Preferred Stock to redemption Value 237 0 13,986 0
Net income (loss) attributable to common shareholders $ (35,058) $ (8,937) $ (63,294) $ (46,804)
Weighted average common stock outstanding 78,668 78,319 78,580 78,259
Effect of dilutive securities 0 0 0 0
Denominator, Net, Diluted 78,668 78,319 78,580 78,259
Diluted earnings (loss) per share, Net $ (0.45) $ (0.11) $ (0.81) $ (0.60)
v3.19.2
Earnings Per Share (Details Textual)
Jun. 30, 2019
Maurepas Pipeline LLC [Member]  
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners 49.00%
v3.19.2
Supplemental Cash Flow Information - Operating assets and liabilities (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Components of operating assets and liabilities    
Decrease (increase) in restricted cash $ 0 $ 33
Decrease (increase) in accounts receivable (100,365) 99,923
Decrease (increase) in receivable from affiliates (887) (92)
Decrease (increase) in inventories (12,515) 40,051
Decrease (increase) in other current assets (6,982) (7,338)
Decrease (increase) in other assets 1,027 (3,702)
Increase (decrease) in accounts payable and accrued liabilities 35,487 (111,712)
Increase (decrease) in payable to affiliates (473) (6,088)
Increase (decrease) in other noncurrent liabilities 8,765 424
Total changes in operating assets and liabilities $ (75,943) $ 11,499
v3.19.2
Supplemental Cash Flow Information (Details Textual) - USD ($)
$ in Millions
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Interest Paid, Including Capitalized Interest, Operating and Investing Activities $ 66.9 $ 82.9
Income Taxes Paid, Net 1.7 14.7
Capital Expenditures Incurred but Not yet Paid $ 49.9 $ 54.5
v3.19.2
Related Party Transactions (Details) - Equity Method Investee [Member] - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
NGL Energy [Member]        
Related Party Transaction        
Revenue from Related Parties $ 0 $ 998 $ 3,058 $ 7,178
Related Party Transaction, Purchases from Related Party 193 144 404 380
White Cliffs Pipeline L L C [Member]        
Related Party Transaction        
Related Party Transaction, Purchases from Related Party 0 0 0 895
White Cliffs Pipeline L L C [Member] | Storage Revenue [Member]        
Related Party Transaction        
Revenue from Related Parties 1,200 1,088 2,288 2,176
White Cliffs Pipeline L L C [Member] | Transportation Fees [Member]        
Related Party Transaction        
Related Party Transaction, Expenses from Transactions with Related Party 2,714 2,697 5,732 6,320
White Cliffs Pipeline L L C [Member] | Management Fees [Member]        
Related Party Transaction        
Related Party Transaction, Expenses from Transactions with Related Party $ 139 $ 133 $ 279 $ 266
v3.19.2
Condensed Consolidating Guarantor Financial Statements - Balance Sheets (Details) - USD ($)
$ in Thousands
Jun. 30, 2019
Mar. 31, 2019
Feb. 25, 2019
Dec. 31, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Current assets:              
Cash and cash equivalents $ 252,927     $ 86,655 $ 55,324   $ 93,699
Accounts receivable, net 690,705     562,214      
Due from Related Parties, Current 1,182     295      
Inventories 63,539     49,397      
Disposal Group, Including Discontinued Operation, Assets, Current 1,025     0      
Other Assets, Current 33,984     17,264      
Assets, Current 1,043,362     715,825      
Property, plant and equipment (net of accumulated depreciation of $692,081 and $607,903, respectively) 3,886,438     3,457,326      
Equity method investments 284,186     274,009      
Goodwill 338,931   $ 78,800 257,302      
Intangible Assets, Net (Excluding Goodwill) 455,858     365,038      
Other noncurrent assets 150,539     140,807      
Right-of-Use Asset, Operating and Finance Leases 93,089     0      
Disposal Group, Including Discontinued Operation, Assets, Noncurrent 5,537     0      
Assets 6,257,940     5,210,307      
Current liabilities:              
Accounts Payable 580,254     494,792      
Due to Related Parties 3,242     3,715      
Accrued liabilities 104,830     115,095      
Disposal Group, Including Discontinued Operation, Liabilities, Current 1,935     0      
Other current liabilities including deferred revenue and current portion of long-term debt 30,383     23,555      
Liabilities, Current 720,644     637,157      
Long-term debt 2,510,897     2,278,834      
Deferred income taxes 137,846     55,789      
Other Liabilities, Noncurrent 145,703     38,548      
Commitments and Contingencies          
Redeemable preferred stock, $0.01 par value, $380,331 liquidation preference (authorized - 4,000 shares; issued - 350 shares) 372,628     359,658      
Subsidiary Preferred Stock, Value Outstanding 252,876     0      
Stockholders' Equity Attributable to Parent 1,306,006     1,490,832      
Stockholders' Equity Attributable to Noncontrolling Interest 811,340     349,489      
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 2,117,346 $ 2,130,487   1,840,321 1,584,518 $ 1,620,163 1,658,365
Liabilities and Equity 6,257,940     5,210,307      
Consolidation, Eliminations [Member]              
Current assets:              
Cash and cash equivalents (514)     (4,151) (2,204)   (8,630)
Accounts receivable, net (27)     0      
Due from Related Parties, Current 0     0      
Inventories 0     0      
Disposal Group, Including Discontinued Operation, Assets, Current 0            
Other Assets, Current 0     0      
Assets, Current (541)     (4,151)      
Property, plant and equipment (net of accumulated depreciation of $692,081 and $607,903, respectively) 0     0      
Equity method investments (4,117,190)     (4,546,932)      
Goodwill 0     0      
Intangible Assets, Net (Excluding Goodwill) 0     0      
Other noncurrent assets 0     0      
Right-of-Use Asset, Operating and Finance Leases 0            
Disposal Group, Including Discontinued Operation, Assets, Noncurrent 0            
Assets (4,117,731)     (4,551,083)      
Current liabilities:              
Accounts Payable (27)     0      
Due to Related Parties 0     0      
Accrued liabilities (5)     2      
Disposal Group, Including Discontinued Operation, Liabilities, Current 0            
Other current liabilities including deferred revenue and current portion of long-term debt 0     0      
Liabilities, Current (32)     2      
Long-term debt (6,293)     (6,315)      
Deferred income taxes 0     0      
Other Liabilities, Noncurrent 0     0      
Commitments and Contingencies            
Redeemable preferred stock, $0.01 par value, $380,331 liquidation preference (authorized - 4,000 shares; issued - 350 shares) 0     0      
Subsidiary Preferred Stock, Value Outstanding 0            
Stockholders' Equity Attributable to Parent (4,111,406)     (4,544,770)      
Stockholders' Equity Attributable to Noncontrolling Interest 0     0      
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest (4,111,406)     (4,544,770)      
Liabilities and Equity (4,117,731)     (4,551,083)      
Reportable Legal Entities [Member] | Parent Company [Member]              
Current assets:              
Cash and cash equivalents 220,203     40,064 16,146   32,457
Accounts receivable, net 0     83      
Due from Related Parties, Current 1,056     120      
Inventories 0     0      
Disposal Group, Including Discontinued Operation, Assets, Current 0            
Other Assets, Current 7,314     6,682      
Assets, Current 228,573     46,949      
Property, plant and equipment (net of accumulated depreciation of $692,081 and $607,903, respectively) 6,930     6,732      
Equity method investments 2,857,808     3,267,581      
Goodwill 0     0      
Intangible Assets, Net (Excluding Goodwill) 2     5      
Other noncurrent assets 41,822     41,981      
Right-of-Use Asset, Operating and Finance Leases 6,706            
Disposal Group, Including Discontinued Operation, Assets, Noncurrent 0            
Assets 3,141,841     3,363,248      
Current liabilities:              
Accounts Payable 237     38      
Due to Related Parties 0     1      
Accrued liabilities 34,268     33,239      
Disposal Group, Including Discontinued Operation, Liabilities, Current 0            
Other current liabilities including deferred revenue and current portion of long-term debt 3,960     5,723      
Liabilities, Current 38,465     39,001      
Long-term debt 1,349,907     1,467,083      
Deferred income taxes 68,351     4,882      
Other Liabilities, Noncurrent 6,484     1,792      
Commitments and Contingencies            
Redeemable preferred stock, $0.01 par value, $380,331 liquidation preference (authorized - 4,000 shares; issued - 350 shares) 372,628     359,658      
Subsidiary Preferred Stock, Value Outstanding 0            
Stockholders' Equity Attributable to Parent 1,306,006     1,490,832      
Stockholders' Equity Attributable to Noncontrolling Interest 0     0      
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 1,306,006     1,490,832      
Liabilities and Equity 3,141,841     3,363,248      
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]              
Current assets:              
Cash and cash equivalents 0     0 0   0
Accounts receivable, net 555,927     461,980      
Due from Related Parties, Current 2     18      
Inventories 63,539     49,397      
Disposal Group, Including Discontinued Operation, Assets, Current 0            
Other Assets, Current 15,581     6,711      
Assets, Current 635,049     518,106      
Property, plant and equipment (net of accumulated depreciation of $692,081 and $607,903, respectively) 959,909     992,974      
Equity method investments 1,543,568     1,553,360      
Goodwill 0     0      
Intangible Assets, Net (Excluding Goodwill) 115,483     119,583      
Other noncurrent assets 4,046     4,788      
Right-of-Use Asset, Operating and Finance Leases 6,174            
Disposal Group, Including Discontinued Operation, Assets, Noncurrent 0            
Assets 3,264,229     3,188,811      
Current liabilities:              
Accounts Payable 532,231     444,984      
Due to Related Parties 3,242     3,714      
Accrued liabilities 14,529     18,424      
Disposal Group, Including Discontinued Operation, Liabilities, Current 0            
Other current liabilities including deferred revenue and current portion of long-term debt 9,431     3,409      
Liabilities, Current 559,433     470,531      
Long-term debt 6,293     6,315      
Deferred income taxes 0     0      
Other Liabilities, Noncurrent 6,190     0      
Commitments and Contingencies            
Redeemable preferred stock, $0.01 par value, $380,331 liquidation preference (authorized - 4,000 shares; issued - 350 shares) 0     0      
Subsidiary Preferred Stock, Value Outstanding 0            
Stockholders' Equity Attributable to Parent 2,692,313     2,711,965      
Stockholders' Equity Attributable to Noncontrolling Interest 0     0      
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 2,692,313     2,711,965      
Liabilities and Equity 3,264,229     3,188,811      
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]              
Current assets:              
Cash and cash equivalents 33,238     50,742 $ 41,382   $ 69,872
Accounts receivable, net 134,805     100,151      
Due from Related Parties, Current 124     157      
Inventories 0     0      
Disposal Group, Including Discontinued Operation, Assets, Current 1,025            
Other Assets, Current 11,089     3,871      
Assets, Current 180,281     154,921      
Property, plant and equipment (net of accumulated depreciation of $692,081 and $607,903, respectively) 2,919,599     2,457,620      
Equity method investments 0     0      
Goodwill 338,931     257,302      
Intangible Assets, Net (Excluding Goodwill) 340,373     245,450      
Other noncurrent assets 104,671     94,038      
Right-of-Use Asset, Operating and Finance Leases 80,209            
Disposal Group, Including Discontinued Operation, Assets, Noncurrent 5,537            
Assets 3,969,601     3,209,331      
Current liabilities:              
Accounts Payable 47,813     49,770      
Due to Related Parties 0     0      
Accrued liabilities 56,038     63,430      
Disposal Group, Including Discontinued Operation, Liabilities, Current 1,935            
Other current liabilities including deferred revenue and current portion of long-term debt 16,992     14,423      
Liabilities, Current 122,778     127,623      
Long-term debt 1,160,990     811,751      
Deferred income taxes 69,495     50,907      
Other Liabilities, Noncurrent 133,029     36,756      
Commitments and Contingencies            
Redeemable preferred stock, $0.01 par value, $380,331 liquidation preference (authorized - 4,000 shares; issued - 350 shares) 0     0      
Subsidiary Preferred Stock, Value Outstanding 252,876            
Stockholders' Equity Attributable to Parent 1,419,093     1,832,805      
Stockholders' Equity Attributable to Noncontrolling Interest 811,340     349,489      
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest 2,230,433     2,182,294      
Liabilities and Equity $ 3,969,601     $ 3,209,331      
v3.19.2
Condensed Consolidating Guarantor Financial Statements - Statements of Operations (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Revenues:        
Direct Financing Lease, Revenue $ 4,034 $ 4,251 $ 7,916 $ 8,580
Total Revenues 674,940 595,794 1,242,172 1,257,403
Expenses:        
Cost of Goods and Services Sold 493,580 412,089 896,952 908,221
Operating 77,997 90,245 141,204 160,036
General and administrative 25,520 22,886 55,067 49,363
Depreciation and amortization 64,011 51,755 123,047 102,291
Gain (Loss) on Disposition of Assets 8,936 1,824 7,492 (1,742)
Total expenses 670,044 578,799 1,223,762 1,218,169
Earnings from equity method investments 12,695 14,351 26,646 26,965
Operating income 17,591 31,346 45,056 66,199
Other expenses (income), net:        
Interest Expense 38,910 35,904 75,562 78,365
Foreign currency transaction loss (gain) (989) 2,314 (1,277) 5,608
Other expense (income), net (1,347) (533) (2,326) (1,483)
Total other expenses, net 36,574 37,685 71,959 82,490
Income (loss) from continuing operations before income taxes (18,983) (6,339) (26,903) (16,291)
Income tax expense (benefit) (6,085) (3,613) (10,691) 19,470
Net loss (12,898) (2,726) (16,212) (35,761)
Net Income (Loss) Attributable to Noncontrolling Interest 12,689 0 16,214 0
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest 8,018   13,598  
Net Income (Loss) Attributable to Parent (25,587) (2,726) (32,426) (35,761)
Other comprehensive income (loss), net of income taxes (27,387) (6,180) (13,154) (24,351)
Comprehensive income (loss) 14,489 3,454 (3,058) (11,410)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent (6,218) 3,454 (32,870) (11,410)
Consolidation, Eliminations [Member]        
Revenues:        
Direct Financing Lease, Revenue 0 0 0 0
Total Revenues (3,127) 0 (6,157) 0
Expenses:        
Cost of Goods and Services Sold (3,127) 0 (6,157) 0
Operating 0 0 0 0
General and administrative 0 0 0 0
Depreciation and amortization 0 0 0 0
Gain (Loss) on Disposition of Assets 0 0 0 0
Total expenses (3,127) 0 (6,157) 0
Earnings from equity method investments (5,873) (114,208) (40,272) (161,597)
Operating income (5,873) (114,208) (40,272) (161,597)
Other expenses (income), net:        
Interest Expense (148) 0 (148) (240)
Foreign currency transaction loss (gain) 0 0 0 0
Other expense (income), net 148 0 148 240
Total other expenses, net 0 0 0 0
Income (loss) from continuing operations before income taxes (5,873) (114,208) (40,272) (161,597)
Income tax expense (benefit) 0 0 0 0
Net loss (5,873) (114,208) (40,272) (161,597)
Net Income (Loss) Attributable to Noncontrolling Interest 0   0  
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest 0   0  
Net Income (Loss) Attributable to Parent (5,873)   (40,272)  
Other comprehensive income (loss), net of income taxes 0 0 0 0
Comprehensive income (loss) (5,873) (114,208) (40,272) (161,597)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent (5,873)   (40,272)  
Reportable Legal Entities [Member] | Parent Company [Member]        
Revenues:        
Direct Financing Lease, Revenue 0 0 0 0
Total Revenues 0 0 0 0
Expenses:        
Cost of Goods and Services Sold 0 0 0 0
Operating 0 0 0 0
General and administrative 12,025 6,489 28,349 12,975
Depreciation and amortization 739 770 1,410 1,494
Gain (Loss) on Disposition of Assets 0 83,322 0 132,610
Total expenses 12,764 90,581 29,759 147,079
Earnings from equity method investments 14,132 100,135 43,487 159,581
Operating income 1,368 9,554 13,728 12,502
Other expenses (income), net:        
Interest Expense 24,223 17,862 49,732 31,241
Foreign currency transaction loss (gain) (970) 2,063 (1,256) 6,466
Other expense (income), net (1,063) (121) (1,654) (856)
Total other expenses, net 22,190 19,804 46,822 36,851
Income (loss) from continuing operations before income taxes (20,822) (10,250) (33,094) (24,349)
Income tax expense (benefit) 4,765 (7,524) (668) 11,412
Net loss (25,587) (2,726) (32,426) (35,761)
Net Income (Loss) Attributable to Noncontrolling Interest 0   0  
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest 0   0  
Net Income (Loss) Attributable to Parent (25,587)   (32,426)  
Other comprehensive income (loss), net of income taxes (10,794) 4,479 9,623 10,091
Comprehensive income (loss) (14,793) (7,205) (42,049) (45,852)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent (14,793)   (42,049)  
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]        
Revenues:        
Direct Financing Lease, Revenue 0 0 0 0
Total Revenues 546,910 464,395 1,000,645 981,351
Expenses:        
Cost of Goods and Services Sold 496,022 411,982 902,028 881,980
Operating 24,638 28,632 48,555 56,173
General and administrative 3,608 6,091 7,264 11,859
Depreciation and amortization 19,148 19,622 38,145 38,353
Gain (Loss) on Disposition of Assets 3,737 (72,324) 3,118 (151,052)
Total expenses 547,153 394,003 999,110 837,313
Earnings from equity method investments 4,436 28,424 23,431 28,981
Operating income 4,193 98,816 24,966 173,019
Other expenses (income), net:        
Interest Expense 350 11,966 636 35,530
Foreign currency transaction loss (gain) 0 344 0 147
Other expense (income), net (11) (3) (51) (8)
Total other expenses, net 339 12,307 585 35,669
Income (loss) from continuing operations before income taxes 3,854 86,509 24,381 137,350
Income tax expense (benefit) 0 0 0 0
Net loss 3,854 86,509 24,381 137,350
Net Income (Loss) Attributable to Noncontrolling Interest 0   0  
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest 0   0  
Net Income (Loss) Attributable to Parent 3,854   24,381  
Other comprehensive income (loss), net of income taxes (166) (411) (22) (155)
Comprehensive income (loss) 4,020 86,920 24,403 137,505
Comprehensive Income (Loss), Net of Tax, Attributable to Parent 4,020   24,403  
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]        
Revenues:        
Direct Financing Lease, Revenue 4,034 4,251 7,916 8,580
Total Revenues 131,157 131,399 247,684 276,052
Expenses:        
Cost of Goods and Services Sold 685 107 1,081 26,241
Operating 53,359 61,613 92,649 103,863
General and administrative 9,887 10,306 19,454 24,529
Depreciation and amortization 44,124 31,363 83,492 62,444
Gain (Loss) on Disposition of Assets 5,199 (9,174) 4,374 16,700
Total expenses 113,254 94,215 201,050 233,777
Earnings from equity method investments 0 0 0 0
Operating income 17,903 37,184 46,634 42,275
Other expenses (income), net:        
Interest Expense 14,485 6,076 25,342 11,834
Foreign currency transaction loss (gain) (19) (93) (21) (1,005)
Other expense (income), net (421) (409) (769) (859)
Total other expenses, net 14,045 5,574 24,552 9,970
Income (loss) from continuing operations before income taxes 3,858 31,610 22,082 32,305
Income tax expense (benefit) (10,850) 3,911 (10,023) 8,058
Net loss 14,708 27,699 32,105 24,247
Net Income (Loss) Attributable to Noncontrolling Interest 12,689   16,214  
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest 8,018   13,598  
Net Income (Loss) Attributable to Parent 2,019   15,891  
Other comprehensive income (loss), net of income taxes (16,427) (10,248) (22,755) (34,287)
Comprehensive income (loss) 31,135 37,947 54,860 58,534
Comprehensive Income (Loss), Net of Tax, Attributable to Parent 10,428   25,048  
Product [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 517,002 423,290 937,235 934,058
Product [Member] | Consolidation, Eliminations [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 0
Product [Member] | Reportable Legal Entities [Member] | Parent Company [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 0
Product [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 516,041 423,290 936,274 902,739
Product [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 961 0 961 31,319
Service [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 92,636 109,504 180,009 196,172
Service [Member] | Consolidation, Eliminations [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax (151) 0 (205) 0
Service [Member] | Reportable Legal Entities [Member] | Parent Company [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 0
Service [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 26,202 35,172 54,244 66,662
Service [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 66,585 74,332 125,970 129,510
Storage Revenue [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 40,549 39,463 82,857 84,687
Storage Revenue [Member] | Consolidation, Eliminations [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax (2,976) 0 (5,952) 0
Storage Revenue [Member] | Reportable Legal Entities [Member] | Parent Company [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 0
Storage Revenue [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 4,651 5,933 10,044 11,950
Storage Revenue [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 38,874 33,530 78,765 72,737
Other revenue [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 20,719 19,286 34,155 33,906
Other revenue [Member] | Consolidation, Eliminations [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 0
Other revenue [Member] | Reportable Legal Entities [Member] | Parent Company [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 0 0 0 0
Other revenue [Member] | Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax 16 0 83 0
Other revenue [Member] | Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]        
Revenues:        
Revenue from Contract with Customer, Excluding Assessed Tax $ 20,703 $ 19,286 $ 34,072 $ 33,906
v3.19.2
Condensed Consolidating Guarantor Financial Statements - Cash Flow Statements (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2019
Jun. 30, 2018
Condensed Cash Flow Statements, Captions [Line Items]      
Net cash provided by operating activities   $ 29,886 $ 96,446
Cash flows from investing activities:      
Capital expenditures   (184,251) (234,294)
Proceeds from sale of long-lived assets   1,679 154
Proceeds from business divestitures   0 146,735
Contributions to equity method investments   (20,017) (2,453)
Payments to Acquire Businesses, Net of Cash Acquired   (488,297) 0
Distributions in excess of equity in earnings of affiliates   9,861 11,636
Net cash used in investing activities   (681,025) (78,222)
Cash flows from financing activities:      
Debt issuance costs   (13,193) (4,469)
Proceeds from Issuance of Long-term Debt   556,022 997,500
Principal payments on credit facilities and other obligations   (322,553) (1,315,798)
Proceeds from Issuance of Common Stock   448,443 0
Proceeds from subsidiary preferred stock issuance, net of offering costs   223,280 342,299
Proceeds from Noncontrolling Interests $ 70,521 70,521 0
Payments to Noncontrolling Interests   (72,423) 0
Payments for Repurchase of Common Stock   (716) (699)
Dividends paid   (75,736) (74,423)
Proceeds from issuance of common stock under employee stock purchase plan   366 245
Intercompany borrowings (advances), net   0 0
Net cash provided by (used in) financing activities   814,011 (55,345)
Effect of exchange rate changes on cash and cash equivalents   3,400 (1,254)
Change in cash and cash equivalents   (166,272) 38,375
Cash and cash equivalents at beginning of period   86,655 93,699
Cash and cash equivalents at end of period 252,927 252,927 55,324
Reportable Legal Entities [Member] | Parent Company [Member]      
Condensed Cash Flow Statements, Captions [Line Items]      
Net cash provided by operating activities   (69,813) (48,349)
Cash flows from investing activities:      
Capital expenditures   (1,606) (747)
Proceeds from sale of long-lived assets   0 0
Proceeds from business divestitures     155,447
Contributions to equity method investments   0 0
Payments to Acquire Businesses, Net of Cash Acquired   0  
Distributions in excess of equity in earnings of affiliates   0 0
Net cash used in investing activities   (1,606) 154,700
Cash flows from financing activities:      
Debt issuance costs   0 (475)
Proceeds from Issuance of Long-term Debt   95,500 399,000
Principal payments on credit facilities and other obligations   (217,628) (157,769)
Proceeds from Issuance of Common Stock   0  
Proceeds from subsidiary preferred stock issuance, net of offering costs   0 342,299
Proceeds from Noncontrolling Interests   0  
Payments to Noncontrolling Interests   (14,175)  
Payments for Repurchase of Common Stock   (716) (699)
Dividends paid   (75,736) (74,423)
Proceeds from issuance of common stock under employee stock purchase plan   218 245
Intercompany borrowings (advances), net   464,095 (630,840)
Net cash provided by (used in) financing activities   251,558 (122,662)
Effect of exchange rate changes on cash and cash equivalents   0 0
Change in cash and cash equivalents   (180,139) 16,311
Cash and cash equivalents at beginning of period   40,064 32,457
Cash and cash equivalents at end of period 220,203 220,203 16,146
Reportable Legal Entities [Member] | Guarantor Subsidiaries [Member]      
Condensed Cash Flow Statements, Captions [Line Items]      
Net cash provided by operating activities   43,647 58,071
Cash flows from investing activities:      
Capital expenditures   (6,489) (47,205)
Proceeds from sale of long-lived assets   598 212
Proceeds from business divestitures     6,753
Contributions to equity method investments   (20,017) (2,453)
Payments to Acquire Businesses, Net of Cash Acquired   0  
Distributions in excess of equity in earnings of affiliates   9,861 11,636
Net cash used in investing activities   (16,047) (31,057)
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 (565,904)
Proceeds from Issuance of Common Stock   0  
Proceeds from subsidiary preferred stock issuance, net of offering costs   0 0
Proceeds from Noncontrolling Interests   0  
Payments to Noncontrolling Interests   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   (27,600) 538,904
Net cash provided by (used in) financing activities   (27,600) (27,000)
Effect of exchange rate changes on cash and cash equivalents   0 (14)
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 0
Reportable Legal Entities [Member] | Non-Guarantor Subsidiaries [Member]      
Condensed Cash Flow Statements, Captions [Line Items]      
Net cash provided by operating activities   56,055 86,724
Cash flows from investing activities:      
Capital expenditures   (176,156) (186,342)
Proceeds from sale of long-lived assets   1,081 (58)
Proceeds from business divestitures     (15,465)
Contributions to equity method investments   0 0
Payments to Acquire Businesses, Net of Cash Acquired   (488,297)  
Distributions in excess of equity in earnings of affiliates   0 0
Net cash used in investing activities   (663,372) (201,865)
Cash flows from financing activities:      
Debt issuance costs   (13,193) (3,994)
Proceeds from Issuance of Long-term Debt   460,522 598,500
Principal payments on credit facilities and other obligations   (104,925) (592,125)
Proceeds from Issuance of Common Stock   448,443  
Proceeds from subsidiary preferred stock issuance, net of offering costs   223,280 0
Proceeds from Noncontrolling Interests   70,521  
Payments to Noncontrolling Interests   (58,248)  
Payments for Repurchase of Common Stock   0 0
Dividends paid   0 0
Proceeds from issuance of common stock under employee stock purchase plan   148 0
Intercompany borrowings (advances), net   (440,135) 85,510
Net cash provided by (used in) financing activities   586,413 87,891
Effect of exchange rate changes on cash and cash equivalents   3,400 (1,240)
Change in cash and cash equivalents   17,504 28,490
Cash and cash equivalents at beginning of period   50,742 69,872
Cash and cash equivalents at end of period 33,238 33,238 41,382
Consolidation, Eliminations [Member]      
Condensed Cash Flow Statements, Captions [Line Items]      
Net cash provided by operating activities   (3) 0
Cash flows from investing activities:      
Capital expenditures   0 0
Proceeds from sale of long-lived assets   0 0
Proceeds from business divestitures     0
Contributions to equity method investments   0 0
Payments to Acquire Businesses, Net of Cash Acquired   0  
Distributions in excess of equity in earnings of affiliates   0 0
Net cash used in investing activities   0 0
Cash flows from financing activities:      
Debt issuance costs   0 0
Proceeds from Issuance of Long-term Debt   0 0
Principal payments on credit facilities and other obligations   0 0
Proceeds from Issuance of Common Stock   0  
Proceeds from subsidiary preferred stock issuance, net of offering costs   0 0
Proceeds from Noncontrolling Interests   0  
Payments to Noncontrolling Interests   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   3,640 6,426
Net cash provided by (used in) financing activities   3,640 6,426
Effect of exchange rate changes on cash and cash equivalents   0 0
Change in cash and cash equivalents   (3,637) (6,426)
Cash and cash equivalents at beginning of period   (4,151) (8,630)
Cash and cash equivalents at end of period $ (514) $ (514) $ (2,204)