Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 8, 2018
SEMGROUP CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation) 

 
 
 
1-34736
 
20-3533152
(Commission File Number)
 
(IRS Employer Identification No.)

Two Warren Place
6120 S. Yale Avenue, Suite 1500
Tulsa, OK 74136-4231
(Address of Principal Executive Offices) (Zip Code)
(918) 524-8100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 





Item 2.02. Results of Operations and Financial Condition.
On August 8, 2018, SemGroup Corporation issued a press release announcing second quarter 2018 results. A copy of the press release, dated August 8, 2018, is attached as Exhibit 99.1 to this Form 8-K.
This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibit is furnished herewith.

Exhibit No.
Description
99.1


SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEMGROUP CORPORATION


Date: August 8, 2018
By: /s/ William H. Gault        
William H. Gault
Secretary



Exhibit


EXHIBIT 99.1                            
SemGroup Reports Improved Earnings for Second Quarter 2018

Tulsa, Okla. - August 8, 2018 - SemGroup® Corporation (NYSE:SEMG) today reported second quarter 2018 net loss of $2.7 million, compared to net loss of $33.0 million in first quarter 2018 and net income of $9.6 million in second quarter 2017. The improvement in quarter over quarter earnings is primarily due to lower income tax and interest expense pertaining to non-recurring items recognized during the first quarter.

Adjusted EBITDA (adjusted earnings before interest, taxes, depreciation and amortization) was $99.0 million in second quarter 2018, compared to $93.4 million in first quarter 2018, and $65.4 million in second quarter 2017. Adjusted EBITDA is a non-GAAP measure and is reconciled to net income below. Second quarter Adjusted EBITDA results were 6 percent higher over the prior quarter due to stronger crude volumes and margins, as well as the absence of a one-time insurance claim write-off recognized during the first quarter.

"We delivered solid financial results during the second quarter with improved earnings in five of our six segments," said SemGroup President and Chief Executive Officer Carlin Conner. "Improving crude oil and gas volumes, coupled with contributions from our organic growth projects, will continue to provide increasing cash flows. As we look to the second half of 2018, one of our highest priorities is executing additional capital raise measures that allow us to reach our leverage goals."

Recent Developments
On August 7, SemGroup announced that its Board of Directors had declared a quarterly cash dividend to common shareholders. A dividend in the amount of $0.4725 per share, or $1.89 per share annualized, will be paid on August 29, 2018 to all common shareholders of record on August 20, 2018.

The Board of Directors also declared a dividend to holders of its 7% Series A Cumulative Perpetual Convertible Preferred Stock. The company elected, pursuant to the terms of the convertible preferred shares, to have the aggregate amount of $6.2 million that would have been payable in cash as a dividend added to the liquidation preference of such shares as a payment in kind. The payment date for the payment in kind on the shares of convertible preferred stock is August 29, 2018 and the record date is August 20, 2018.

Segment Profit
SemGroup management believes segment profit is a valuable measure of the operating and financial performance of the company's operating 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. Reconciliations can be found in the tables of this release. 






 
Three Months Ended
Six Months Ended
 
June 30,
March 31
June 30,
Segment Profit:
2018
2017
2018
2018
2017
Crude Transportation
$
37,865

$
29,028

$
34,310

$
72,175

$
57,279

Crude Facilities
9,683

9,481

9,341

19,024

19,045

Crude Supply and Logistics
(1,959
)
(2,173
)
(6,583
)
(8,542
)
(4,601
)
HFOTCO
34,804


30,988

65,792


SemGas
15,437

19,483

14,277

29,714

37,711

SemCAMS
21,448

19,038

22,113

43,561

35,902

Other and eliminations
(172
)
8,296

10,963

10,791

16,663

Total Segment Profit
$
117,106

$
83,153

$
115,409

$
232,515

$
161,999


Performance by Segment Profit - Second Quarter vs. First Quarter 2018

Crude Transportation increased $3.6 million driven by higher White Cliffs Pipeline volumes.
Crude Facilities was relatively flat as storage and throughput volumes remained consistent.
Crude Supply and Logistics improved due to location differentials.
HFOTCO increased due to the absence of a $4 million write-off of an insurance claim during the first quarter.
SemGas increased primarily due to higher STACK volumes.
SemCAMS results were flat; volumes decreased due to planned KA plant turnaround.
Other down due to the absence of divested assets, SemLogistics and SemMexico.

Select Operating Statistics
2Q 2018
1Q 2018
2Q 2017
Crude Transportation
 
 
 
Transportation Volumes (mbbl/d)
188
182
182
White Cliffs Pipeline Volumes (mbbl/d)
135
107
107
Crude Facilities



Cushing Terminal Utilization %
97%
98%
94%
HFOTCO



Average Terminal Utilization %
97%
97%
n/a
SemGas(1)



Total Average Processing Volumes (mmcf/d)
367
305
277
SemCAMS(2)



Total Average Throughput Volumes (mmcf/d)
382
441
349

(1) SemGas volumes include total processed volumes - Oklahoma and Texas plants
(2) SemCAMS volumes include total processed volumes - K3, KA and West Fox Creek facilities

Guidance Outlook
Based on our year-to-date results and expectations for the remainder of 2018, SemGroup is affirming its financial guidance provided earlier this year.

Earnings Conference Call
SemGroup will host a conference call for investors at 11 a.m. Eastern, August 9, 2018. The call can be accessed live over the telephone by dialing 855-239-1101, or for international callers, 412-542-4117. Interested parties may also listen to a simultaneous webcast of the conference call by logging onto





SemGroup's Investor Relations website at www.semgroupcorp.com. A replay of the webcast will be available following the call. The second quarter 2018 slide deck will be posted under presentations.

About SemGroup
SemGroup® Corporation (NYSE:SEMG) moves energy across North America through a network of pipelines, processing plants, refinery-connected storage facilities and deep-water marine terminals with import and export capabilities. SemGroup serves as a versatile connection between upstream oil and gas producers and downstream refiners and end users. Key areas of operation and growth include western Canada, the Mid-Continent and the Gulf Coast. SemGroup is committed to safe, environmentally sound operations. Headquartered in Tulsa, Okla., the company has additional offices in Calgary, Alberta; Platteville, Colo.; and Houston, Texas.

SemGroup uses its Investor Relations website and social media outlets as channels of distribution of material company information. Such information is routinely posted and accessible on our Investor Relations website at www.semgroupcorp.com, our Twitter account and LinkedIn account.

Non-GAAP Financial Measures
SemGroup’s non-GAAP measures, Adjusted EBITDA, Cash Available for Dividends ("CAFD") and Total Segment Profit, are not GAAP measures and are not intended to be used in lieu of GAAP presentation of their most closely associated GAAP measures, net income (loss) for Adjusted EBITDA and CAFD and operating income for Total Segment Profit.
Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, adjusted for selected items that SemGroup believes impact the comparability of financial results between reporting periods. In addition to non-cash items, we have selected items for adjustment to EBITDA which management feels decrease the comparability of our results among periods. These items are identified as those which are generally outside of the results of day to day operations of the business. These items are not considered non- recurring, infrequent or unusual, but do erode comparability among periods in which they occur with periods in which they do not occur or occur to a greater or lesser degree. Historically, we have selected items such as gains on the sale of NGL Energy Partners LP common units, costs related to our predecessor’s bankruptcy, significant business development related costs, significant legal settlements, severance and other similar costs. Management believes these types of items can make comparability of the results of day to day operations among periods difficult and have chosen to remove these items from our Adjusted EBITDA. We expect to adjust for similar types of items in the future. Although we present selected items that we consider in evaluating our performance, you should be aware that the items presented do not represent all items that affect comparability between the periods presented. Variations in our operating results are also caused by changes in volumes, prices, mechanical interruptions and numerous other factors. We do not adjust for these types of variances.
CAFD is based on Adjusted EBITDA, as defined above, and reduced for cash income taxes, cash interest expense, preferred stock cash dividends and maintenance capital expenditures, as adjusted for selected items which management feels decrease the comparability of results among periods. CAFD is a performance measure utilized by management to analyze our performance after the payment of cash taxes, servicing debt obligations and making sustaining capital expenditures.
Total Segment Profit represents 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. Segment profit is the measure by which management assess the performance of our reportable segments.

These measures may be used periodically by management when discussing our financial results with investors and analysts and are presented as management believes they provide additional information and metrics relative to the performance of our businesses. These non-GAAP financial measures have important limitations as analytical tools because they excludes some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider non-GAAP measures in isolation or as substitutes for analysis of our results as reported under GAAP. Management compensates for the limitations of our non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the non-GAAP measure and the most comparable GAAP measure and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating our operating results. Because all companies do not use identical calculations, our presentations of non-GAAP measures may be different from similarly titled measures of other companies, thereby diminishing their utility.

Forward-Looking Statements
Certain matters contained in this Press Release include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical fact, included in this Press Release including the prospects of our industry, our anticipated financial performance, our anticipated annual dividend growth rate, management's plans and objectives for future operations, planned capital expenditures, business prospects, outcome of regulatory proceedings, market conditions and other matters, may constitute forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, our ability to generate sufficient cash flow from operations to enable us to pay our debt obligations and our current and expected dividends or to fund our other liquidity needs; any sustained reduction in demand for, or supply of, the petroleum products we gather, transport, process, market and store; the effect of our debt level on our future financial and operating flexibility, including our ability to obtain additional capital on terms that are favorable to us; our ability to access the debt and equity markets, which will depend on general market conditions and the credit ratings for our debt obligations and equity; the failure to realize the anticipated benefits of our acquisition of 100 percent of the equity interests in Buffalo Parent Gulf Coast Terminals LLC, the parent company of Buffalo Gulf Coast Terminals LLC and HFOTCO LLC, doing business as Houston Fuel Oil Terminal Company (“HFOTCO”); the loss of, or a material nonpayment or nonperformance by, any of our key customers; the amount of cash distributions, capital requirements and performance of our investments and joint ventures; the consequences of any divestitures of non-strategic operating assets or divestitures of interests in some of our operating assets through partnerships and/or joint ventures; the amount of collateral required to be posted from time to time in our commodity purchase, sale or derivative transactions; the impact of operational and developmental hazards and unforeseen interruptions; our ability to obtain new sources of supply of petroleum products; competition from other midstream energy companies; our ability to comply with the covenants contained in our credit agreements, continuing covenant agreement, and the indentures governing our notes, including requirements under our credit agreements and continuing covenant agreement





to maintain certain financial ratios; our ability to renew or replace expiring storage, transportation and related contracts; the overall forward markets for crude oil, natural gas and natural gas liquids; the possibility that the construction or acquisition of new assets may not result in the corresponding anticipated revenue increases; any future impairment of goodwill resulting from the loss of customers or business; changes in currency exchange rates; weather and other natural phenomena, including climate conditions; a cyber attack involving our information systems and related infrastructure, or that of our business associates; the risks and uncertainties of doing business outside of the U.S., including political and economic instability and changes in local governmental laws, regulations and policies; costs of, or changes in, laws and regulations and our failure to comply with new or existing laws or regulations, particularly with regard to taxes, safety and protection of the environment; the possibility that our hedging activities may result in losses or may have a negative impact on our financial results; general economic, market and business conditions; as well as other risk factors discussed from time to time in each of our documents and reports filed with the SEC.

Readers are cautioned not to place undue reliance on any forward-looking statements contained in this press release, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements.
Contacts:
Investor Relations:
Alisa Perkins
918-524-8081
investor.relations@semgroupcorp.com

Media:
Tom Droege
918-524-8560
tdroege@semgroupcorp.com


Condensed Consolidated Balance Sheets
(in thousands, unaudited)
 





 
June 30, 2018
December 31, 2017
ASSETS
 
 
Current assets
$
695,864

$
902,899

Property, plant and equipment, net
3,415,505

3,315,131

Goodwill and other intangible assets
639,142

655,945

Equity method investments
276,120

285,281

Other noncurrent assets, net
145,044

132,600

Noncurrent assets held for sale

84,961

Total assets
$
5,171,675

$
5,376,817

LIABILITIES, PREFERRED STOCK AND OWNERS' EQUITY
 
 
Current liabilities:
 
 
Current portion of long-term debt
$
6,000

$
5,525

Other current liabilities
608,196

761,036

Total current liabilities
614,196

766,561

Long-term debt, excluding current portion
2,534,894

2,853,095

Other noncurrent liabilities
90,937

85,080

Noncurrent liabilities held for sale

13,716

Total liabilities
3,240,027

3,718,452

Preferred stock
347,130


Total owners' equity
1,584,518

1,658,365

Total liabilities, preferred stock and owners' equity
$
5,171,675

$
5,376,817







Condensed Consolidated Statements of Operations
(in thousands, except per share amounts, unaudited)
 
 
Three Months Ended
Six Months Ended
 
June 30,
March 31,
June 30,
 
2018
2017
2018
2018
2017
Revenues
$
595,794

$
473,089

$
661,609

$
1,257,403

$
929,189

Expenses:





Costs of products sold, exclusive of depreciation and amortization shown below
412,089

340,107

496,132

908,221

689,105

Operating
90,245

73,346

69,791

160,036

125,429

General and administrative
22,886

26,819

26,477

49,363

48,531

Depreciation and amortization
51,755

25,602

50,536

102,291

50,201

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

(234
)
(3,566
)
(1,742
)
2,176

Total expenses
578,799

465,640

639,370

1,218,169

915,442

Earnings from equity method investments
14,351

17,753

12,614

26,965

34,844

Operating income
31,346

25,202

34,853

66,199

48,591

Other expenses, net
37,685

11,966

44,805

82,490

45,537

Income (loss) before income taxes
(6,339
)
13,236

(9,952
)
(16,291
)
3,054

Income tax expense (benefit)
(3,613
)
3,625

23,083

19,470

3,720

Net income (loss)
(2,726
)
9,611

(33,035
)
(35,761
)
(666
)
Less: cumulative preferred stock dividends
6,211


4,832

11,043


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

$
(37,867
)
$
(46,804
)
$
(666
)
Net income (loss)
$
(2,726
)
$
9,611

$
(33,035
)
$
(35,761
)
$
(666
)
Other comprehensive income, net of income tax
6,180

8,952

18,171

24,351

14,985

Comprehensive income (loss)
$
3,454

$
18,563

$
(14,864
)
$
(11,410
)
$
14,319

 





Net income (loss) per common share:





Basic
$
(0.11
)
$
0.15

$
(0.48
)
$
(0.60
)
$
(0.01
)
Diluted
$
(0.11
)
$
0.15

$
(0.48
)
$
(0.60
)
$
(0.01
)
Weighted average shares (thousands):





Basic
78,319

65,749

78,198

78,259

65,717

Diluted
78,319

66,277

78,259

78,259

65,717









Reconciliation of Net Income to Adjusted EBITDA:
(in thousands, unaudited)

 
Three Months Ended
Six Months Ended
  
June 30,
March 31,
June 30,
  
2018
2017
2018
2018
2017
Net income (loss)
$
(2,726
)
$
9,611

$
(33,035
)
$
(35,761
)
$
(666
)
Add: Interest expense
35,904

13,477

42,461

78,365

27,344

Add: Income tax expense
(3,613
)
3,625

23,083

19,470

3,720

Add: Depreciation and amortization expense
51,755

25,602

50,536

102,291

50,201

EBITDA
81,320

52,315

83,045

164,365

80,599

Selected Non-Cash Items and Other Items Impacting Comparability
17,690

13,095

10,326

28,016

45,478

Adjusted EBITDA
$
99,010

$
65,410

$
93,371

$
192,381

$
126,077

Selected Non-Cash Items and
Other Items Impacting Comparability
(in thousands, unaudited)

  
Three Months Ended
Six Months Ended
  
June 30,
March 31,
June 30,
  
2018
2017
2018
2018
2017
Loss (gain) on disposal or impairment, net
$
1,824

$
(234
)
$
(3,566
)
$
(1,742
)
$
2,176

Foreign currency transaction loss (gain)
2,314

(1,011
)
3,294

5,608

(1,011
)
Adjustments to reflect equity earnings on an EBITDA basis
4,886

6,692

4,883

9,769

13,401

M&A transaction related costs
648

5,453

1,156

1,804

5,453

Employee severance and relocation expense
211

312

137

348

870

Unrealized loss (gain) on derivative activities
4,409

(928
)
2,226

6,635

(901
)
Non-cash equity compensation
3,398

2,803

2,196

5,594

5,560

Loss on early extinguishment of debt

8



19,930

Selected Non-Cash Items and Other Items Impacting Comparability
$
17,690

$
13,095

$
10,326

$
28,016

$
45,478

























Segment Profit and Adjusted EBITDA:
(in thousands, unaudited)

 
Three Months Ended
Six Months Ended
 
June 30,
March 31,
June 30,
Segment Profit:
2018
2017
2018
2018
2017
Crude Transportation
$
37,865

$
29,028

$
34,310

$
72,175

$
57,279

Crude Facilities
9,683

9,481

9,341

19,024

19,045

Crude Supply and Logistics
(1,959
)
(2,173
)
(6,583
)
(8,542
)
(4,601
)
HFOTCO
34,804


30,988

65,792


SemGas
15,437

19,483

14,277

29,714

37,711

SemCAMS
21,448

19,038

22,113

43,561

35,902

Other and eliminations
(172
)
8,296

10,963

10,791

16,663

Total Segment Profit
117,106

83,153

115,409

232,515

161,999

Less:
 
 
 
 
 
General and administrative expense
22,886

26,819

26,477

49,363

48,531

Other income
(533
)
(508
)
(950
)
(1,483
)
(726
)
Plus:





M&A related costs
648

5,453

1,156

1,804

5,453

Employee severance and relocation
211

312

137

348

870

Non-cash equity compensation
3,398

2,803

2,196

5,594

5,560

Consolidated Adjusted EBITDA
$
99,010

$
65,410

$
93,371

$
192,381

$
126,077





































Reconciliation of Operating Income to Total Segment Profit:
(in thousands, unaudited)


 
Three Months Ended
Six Months Ended
 
June 30,
March 31,
June 30,
 
2018
2017
2018
2018
2017
Operating income
$
31,346

$
25,202

$
34,853

$
66,199

$
48,591

Plus





Adjustments to reflect equity earnings on an EBITDA basis
4,886

6,692

4,883

9,769

13,401

Unrealized loss (gain) on derivatives
4,409

(928
)
2,226

6,635

(901
)
General and administrative expense
22,886

26,819

26,477

49,363

48,531

Depreciation and amortization
51,755

25,602

50,536

102,291

50,201

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

(234
)
(3,566
)
(1,742
)
2,176

Total Segment Profit
$
117,106

$
83,153

$
115,409

$
232,515

$
161,999




Cash Available for Dividends:
(in thousands, unaudited)


 
Three Months Ended
Six Months Ended
 
June 30,
March 31,
June 30,
 
2018
2017
2018
2018
2017
Adjusted EBITDA
$
99,010

$
65,410

$
93,371

$
192,381

$
126,077

Less: Cash interest expense
34,870

18,396

32,530

67,400

36,372

Less: Maintenance capital
11,550

11,850

7,729

19,279

20,122

Less: Cash paid for income taxes
12,900

1,721

1,800

14,700

2,876

Selected items impacting comparability
 
 
 
 
 
Add back: Mexico disposal cash taxes
10,955



10,955


Cash available for dividends
$
50,645

$
33,443

$
51,312

$
101,957

$
66,707

 
 
 
 
 
 
Dividends declared
$
37,022

$
35,171

$
37,004

$
74,026

$
64,755

 
 
 
 
 
 
Dividend coverage ratio
1.4
x
1.0
x
1.4
x
1.4
x
1.0
x