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): May 7, 2019
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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
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 ¨

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. ¨

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock
SEMG
New York Stock Exchange
 





Item 2.02. Results of Operations and Financial Condition.
On May 7, 2019, SemGroup Corporation issued a press release announcing first quarter 2019 results. A copy of the press release, dated May 7, 2019, 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: May 7, 2019
By: /s/ William H. Gault        
William H. Gault
Secretary



Exhibit


EXHIBIT 99.1
SemGroup Reports Financial Results for First Quarter 2019

Higher First Quarter Segment Profit Driven by U.S. Liquids and Canadian Segments
Strategic Transactions Driving Debt Reduction Initiatives
Affirming 2019 Consolidated Adjusted EBITDA Guidance Range of Between $420 Million and $465 Million
Continued Progress on Gulf Coast and Canadian Projects to Drive Incremental Earnings in 2020

Tulsa, Okla. - May 7, 2019 - SemGroup® Corporation (NYSE:SEMG) today reported first quarter 2019 net loss of $(3.3) million, compared to net income of $3.0 million in the fourth quarter 2018 and net loss of $(33.0) million in the first quarter 2018.

First quarter 2019 Adjusted EBITDA (adjusted earnings before interest, taxes, depreciation and amortization) was $103.0 million, compared to $105.4 million in the fourth quarter 2018 and $93.4 million in the first quarter 2018. Adjusted EBITDA is a non-GAAP measure and is reconciled to net income below.

“Our first quarter results reflect the solid performance of our core U.S. Liquids and Canadian businesses, partially offset by expected volume reduction in our U.S. Gas business,” said SemGroup President and Chief Executive Officer Carlin Conner.

“We continued to make progress toward improving our balance sheet and completed a strategic objective to expand our Canadian footprint with the closing of the SemCAMS Midstream joint venture and the acquisition of the strategically located Patterson Creek assets. As a result of this transaction and the Maurepas Pipeline joint venture in the prior quarter, we have substantially reduced our total leverage over the past two quarters."

Conner added, “In the remaining three quarters of 2019 we expect ramping volumes and increasing earnings from recently commissioned assets. In addition, we are focused on completing existing projects across our footprint that will deliver incremental earnings beyond 2019.”

“We will continue to optimize our base business and remain disciplined in how we deploy capital across our core operating areas.”

Segment Profit Results
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. 

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Three Months Ended
 
March 31,
December 31,
Segment Profit:
2019
2018
2018
U.S. Liquids
$
89,511

$
68,056

$
85,474

U.S. Gas
12,165

14,277

17,602

Canada
22,693

22,113

17,226

Corporate/Other (1)
(237
)
10,963

(152
)
Total Segment Profit
$
124,132

$
115,409

$
120,150


(1) 1Q 2018 reflects earnings from divested businesses

Performance by Segment - First Quarter 2019 vs. Fourth Quarter 2018

U.S. Liquids
Marketing and supply increased primarily due to improved margins
Houston terminal benefited from a $2.7 million insurance claim recovery

U.S. Gas
Lower gas volumes due to a drop in uncommitted volumes and reduced drilling activity

Canada
First quarter reflects incremental contributions from new plants
One month of earnings from Patterson Creek plant
Two months of earnings from Wapiti plant
 
2019
 
2018
Select Operating Statistics
1Q
 
1Q
2Q
3Q
4Q
U.S. Liquids
 
 
 
 
 
 
White Cliffs Pipeline Volumes (mbbl/d)
147
 
107
135
112
144
Cushing Terminal Utilization %
100%
 
98%
97%
94%
98%
Houston Terminal Utilization %
98%
 
97%
97%
96%
96%
U.S. Gas (1)

 
 
 
 
 
Total Average Processing Volumes (mmcf/d)
303
 
305
367
395
369
Canada (2)

 
 
 
 
 
Total Average Processing Volumes (mmcf/d)
460
 
441
382
434
430

(1) U.S. Gas volumes include total average processed volumes - Oklahoma and Texas plants
(2) Canada volumes include total average processed volumes - K3/Wapiti, KA/West Fox Creek and Patterson Creek facilities















2
















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

 
2019
 
2018
Segment Profit:
1Q
 
1Q
2Q
3Q
4Q
FY2018
U.S. Liquids
$
89,511

 
$
68,056

$
80,393

$
75,500

$
85,474

$
309,423

U.S. Gas
12,165

 
14,277

15,437

19,754

17,602

67,070

Canada
22,693

 
22,113

21,448

20,543

17,226

81,330

Corporate and other
(237
)
 
10,963

(172
)
(913
)
(152
)
9,726

Total Segment Profit
124,132

 
115,409

117,106

114,884

120,150

467,549

Less:
 
 
 
 
 
 
 
General and administrative expense
29,547

 
26,477

22,886

21,904

20,301

91,568

Other income
(979
)
 
(950
)
(533
)
(400
)
(497
)
(2,380
)
Plus:

 
 
 
 

 
M&A related costs
4,635

 
1,156

648

290

1,058

3,152

Employee severance and relocation
159

 
137

211

43

758

1,149

Non-cash equity compensation
2,632

 
2,196

3,398

2,738

3,190

11,522

Consolidated Adjusted EBITDA
$
102,990

 
$
93,371

$
99,010

$
96,451

$
105,352

$
394,184


Recent Developments
On April 30, 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 May 20, 2019 to all common shareholders of record on May 10, 2019. 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 $6.5 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 record date for the payment in kind on the shares of convertible preferred stock is May 10, 2019 and the payment date is May 20, 2019.

Guidance Outlook
Based on our first quarter results and expectations for the remainder of 2019, SemGroup is affirming its initial financial guidance provided earlier this year.

SemGroup does not provide guidance for net income, the GAAP financial measure most directly comparable to the non-GAAP financial measure Adjusted EBITDA, because Net Income includes items such as unrealized gains or losses on derivative activities or similar items which, because of their nature, cannot be

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accurately forecasted. SemGroup does not expect that such amounts would be significant to Adjusted EBITDA as they are largely non-cash items; however, such items may be significant to net income.
 
Earnings Conference Call
SemGroup will host a conference call for investors at 11 a.m. Eastern, Wednesday, May 8, 2019. 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.semgroup.com. A replay of the webcast will be available following the call. The first quarter 2019 slide deck will be posted here.


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; Denver, 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.semgroup.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, maintenance capital expenditures and CAFD attributable to

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noncontrolling interests, 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 exclude 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 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

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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 or other business combination activities may not result in the corresponding anticipated benefits; 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:
Kevin Greenwell
918-524-8081
investor.relations@semgroup.com

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



















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Condensed Consolidated Balance Sheets
(in thousands, unaudited)

 
March 31, 2019
December 31, 2018
ASSETS
 
 
Current assets
$
1,220,881

$
715,825

Property, plant and equipment, net
3,845,508

3,457,326

Goodwill and other intangible assets
801,827

622,340

Equity method investments
276,893

274,009

Other noncurrent assets, net
134,847

140,807

Right of use assets, net
94,082


Total assets
$
6,374,038

$
5,210,307

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

$
6,000

Other current liabilities
874,643

631,157

Total current liabilities
880,643

637,157

Long-term debt, excluding current portion
2,461,583

2,278,834

Other noncurrent liabilities
284,999

94,337

Total liabilities
3,627,225

3,010,328

Preferred stock
366,087

359,658

Subsidiary preferred stock
250,239


Total owners' equity
2,130,487

1,840,321

Total liabilities, preferred stock and owners' equity
$
6,374,038

$
5,210,307




















7


















Condensed Consolidated Statements of Operations
(in thousands, except per share amounts, unaudited)

8



 
 
Three Months Ended
 
March 31,
December 31,
 
2019
2018
2018
Revenues
$
567,232

$
661,609

$
611,863

Expenses:



Costs of products sold, exclusive of depreciation and amortization shown below
403,372

496,132

446,003

Operating
63,207

69,791

59,898

General and administrative
29,547

26,477

20,301

Depreciation and amortization
59,036

50,536

53,365

Gain on disposal of long-lived assets, net
(1,444
)
(3,566
)
(1,438
)
Total expenses
553,718

639,370

578,129

Earnings from equity method investments
13,951

12,614

16,179

Operating income
27,465

34,853

49,913

Other expenses, net
35,385

44,805

40,410

Income (loss) before income taxes
(7,920
)
(9,952
)
9,503

Income tax expense (benefit)
(4,606
)
23,083

6,531

Net income (loss)
(3,314
)
(33,035
)
2,972

Less: net income attributable to noncontrolling interest
3,525


2,421

Net income (loss) attributable to SemGroup
(6,839
)
(33,035
)
551

Less: cumulative preferred stock dividends
6,541

4,832

6,430

Less: cumulative subsidiary preferred stock dividends
1,857



Less: accretion of subsidiary preferred stock to redemption value
13,749



Net income (loss) attributable to common shareholders
$
(28,986
)
$
(37,867
)
$
(5,879
)
Net income (loss)
$
(3,314
)
$
(33,035
)
$
2,972

Other comprehensive income (loss), net of income tax
(14,233
)
18,171

(25,149
)
Comprehensive loss
(17,547
)
(14,864
)
(22,177
)
Less: comprehensive income attributable to noncontrolling interest
3,525


2,421

Less: other comprehensive income attributable to noncontrolling interests
5,580



Comprehensive income (loss) attributable to SemGroup
$
(26,652
)
$
(14,864
)
$
(24,598
)
 
 
 
 
Net loss per common share:
 
 
 
Basic
$
(0.37
)
$
(0.48
)
$
(0.08
)
Diluted
$
(0.37
)
$
(0.48
)
$
(0.08
)
Weighted average shares (thousands):



Basic
78,492

78,198

78,378

Diluted
78,492

78,198

78,378












9



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

 
Three Months Ended
  
March 31,
December 31,
  
2019
2018
2018
Net income (loss)
$
(3,314
)
$
(33,035
)
$
2,972

Add: Interest expense
36,652

42,461

36,031

Add: Income tax expense (benefit)
(4,606
)
23,083

6,531

Add: Depreciation and amortization expense
59,036

50,536

53,365

EBITDA
87,768

83,045

98,899

Selected Non-Cash Items and Other Items Impacting Comparability
15,222

10,326

6,453

Adjusted EBITDA
$
102,990

$
93,371

$
105,352

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

  
Three Months Ended
  
March 31,
December 31,
  
2019
2018
2018
Gain on disposal of long-lived assets, net
$
(1,444
)
$
(3,566
)
$
(1,438
)
Foreign currency transaction loss (gain)
(288
)
3,294

4,876

Adjustments to reflect equity earnings on an EBITDA basis
4,710

4,883

4,837

M&A transaction related costs
4,635

1,156

1,058

Employee severance and relocation expense
159

137

758

Unrealized loss (gain) on derivative activities
4,818

2,226

(6,828
)
Non-cash equity compensation
2,632

2,196

3,190

Selected Non-Cash Items and Other Items Impacting Comparability
$
15,222

$
10,326

$
6,453

























10





Reconciliation of Operating Income to Total Segment Profit:
(in thousands, unaudited)
 
Three Months Ended
 
March 31,
December 31,
 
2019
2018
2018
Operating income
$
27,465

$
34,853

$
49,913

Plus:



Adjustments to reflect equity earnings on an EBITDA basis
4,710

4,883

4,837

Unrealized loss (gain) on derivatives
4,818

2,226

(6,828
)
General and administrative expense
29,547

26,477

20,301

Depreciation and amortization
59,036

50,536

53,365

Gain on disposal of long-lived assets, net
(1,444
)
(3,566
)
(1,438
)
Total Segment Profit
$
124,132

$
115,409

$
120,150




Cash Available for Dividends:
(in thousands, unaudited)
 
Three Months Ended
 
March 31,
December 31,
 
2019
2018
2018
Adjusted EBITDA
$
102,990

$
93,371

$
105,352

Less: Cash interest expense
35,626

32,530

35,372

Less: Maintenance capital
10,600

7,729

8,664

Less: Cash paid for income taxes
910

1,800

1,500

Less: CAFD attributable to CAMS Midstream noncontrolling interest
2,844


2,932

Less: Distributions to Maurepas Class B shareholders
6,613



Cash available for dividends
$
46,397

$
51,312

$
56,884

 
 
 
 
Dividends declared
$
37,061

$
37,004

$
37,034

 



Dividend coverage ratio
1.3
x
1.4
x
1.5
x




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