Document
false0001489136 0001489136 2019-11-07 2019-11-07



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 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 Ave, 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))

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






Item 2.02. Results of Operations and Financial Condition.
On November 7, 2019, SemGroup Corporation issued a press release announcing third quarter 2019 results. A copy of the press release, dated November 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 exhibits are provided herewith.

Exhibit No.
Description
99.1

104
Cover Page Interactive Data file (embedded within the Inline XBRL document)



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: November 7, 2019
By: /s/ William H. Gault        
William H. Gault
Secretary





Exhibit


EXHIBIT 99.1
SemGroup Reports Third Quarter 2019 Financial Results

SemGroup Shareholder Meeting Set for December 4th to Vote on Proposed Merger with Energy Transfer

Tulsa, Okla. - November 7, 2019 - SemGroup® Corporation (NYSE:SEMG) today reported third quarter 2019 net loss of $5.5 million, compared to second quarter net loss of $12.9 million and third quarter 2018 net income of $8.5 million. The third quarter 2019 net loss improved over the prior quarter primarily driven by a one-time loss on disposal recognized in the second quarter of 2019.

Third quarter 2019 Adjusted EBITDA (adjusted earnings before interest, taxes, depreciation and amortization) was $94.3 million, compared to $105.5 million in the second quarter of 2019 and $96.5 million in the third quarter 2018. Adjusted EBITDA is a non-GAAP measure and is reconciled to net income below.

"Our Canadian and U.S. Gas businesses delivered improved quarter over quarter segment profit, offsetting the lower results in our U.S. Liquids segment, which was primarily impacted by lower crude marketing margins," said SemGroup President and Chief Executive Officer Carlin Conner. "We have been actively executing on key projects and have recently completed construction of the White Cliffs NGL line conversion and the Patterson Creek expansion. The Moore Road pipeline in Houston and Smoke Lake Plant in Canada are on track to come online at the end of this year."

"In addition, SemGroup's proposed merger with Energy Transfer is progressing swiftly and a shareholder vote is set for December 4th," said Conner. "We look forward to executing this transaction, which we expect to close shortly after the shareholder vote in early December."

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. 

 
Three Months Ended
 
Nine Months Ended
 
September 30
June 30
 
September 30
Segment Profit:
2019
2018
2019
 
2019
2018
U.S. Liquids
$
67,508

$
75,500

$
85,189

 
$
242,208

$
223,949

U.S. Gas
13,661

19,754

11,040

 
36,866

49,468

Canada
34,931

20,543

29,669

 
87,293

64,104

Corporate/Other
(1,527
)
(913
)
(219
)
 
(1,983
)
9,878

Total Segment Profit
$
114,573

$
114,884

$
125,679

 
$
364,384

$
347,399









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Performance by Segment - Third Quarter 2019 vs. Second Quarter 2019

U.S. Liquids
Lower third quarter White Cliffs volumes and Cushing throughput due to one White Cliffs crude line out of service for NGL conversion, as well as take-or-pay contract expirations
Lower crude marketing margins in the third quarter primarily due to inventory timing, expect partial recovery in the fourth quarter of 2019

U.S. Gas
Higher STACK gas volumes and margin per mcf

Canada
Volume growth at the Patterson Creek and Wapiti gas plants

 
2019
 
2018
Select Operating Statistics
1Q
2Q
3Q
 
1Q
2Q
3Q
4Q
U.S. Liquids (1)
 
 
 
 
 
 
 
 
White Cliffs Pipeline Volumes (mbpd)
147
106
93
 
107
135
112
144
Cushing Terminal Utilization %
100%
90%
90%
 
98%
97%
94%
98%
Houston Terminal Utilization %
98%
98%
98%
 
97%
97%
96%
96%
U.S. Gas (2)
 
 
 
 
 
 
 
 
Total Oklahoma Average Processing Volumes (mmcf/d)
290
301
311
 
293
353
380
355
Canada (3)
 
 
 
 
 
 
 
 
Total Average Processing Volumes (mmcf/d)
460
590
638
 
441
382
434
430

(1) Second and third quarter 2019, White Cliffs Pipeline volumes decline primarily due to one crude line taken out of service for NGL conversion
in early May 2019 and lower Cushing terminal utilization due to tanks out of service for routine inspections and repairs
(2) U.S. Gas volumes exclude Sherman, Texas due to sale of asset
(3) Canada volumes include total average processed volumes - K3/Wapiti, KA/West Fox Creek and Patterson Creek facilities

























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

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

$
85,189

$
67,508

$
242,208

 
$
68,056

$
80,393

$
75,500

$
85,474

$
309,423

U.S. Gas
12,165

11,040

13,661

36,866

 
14,277

15,437

19,754

17,602

67,070

Canada
22,693

29,669

34,931

87,293

 
22,113

21,448

20,543

17,226

81,330

Corporate and other (1)
(237
)
(219
)
(1,527
)
(1,983
)
 
10,963

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

Total Segment Profit
124,132

125,679

114,573

364,384

 
115,409

117,106

114,884

120,150

467,549

Less:


 

 
 
 
 
 
 
General and administrative expense
29,547

25,520

29,662

84,729

 
26,477

22,886

21,904

20,301

91,568

Other income
(979
)
(1,347
)
(1,075
)
(3,401
)
 
(950
)
(533
)
(400
)
(497
)
(2,380
)
Plus:
 
 
 
 
 
 
 
 
 
 
M&A related costs
4,635

1,676

4,790

11,101

 
1,156

648

290

1,058

3,152

Employee severance and relocation
159

73

731

963

 
137

211

43

758

1,149

Non-cash equity compensation
2,632

2,232

2,808

7,672

 
2,196

3,398

2,738

3,190

11,522

Consolidated Adjusted EBITDA
$
102,990

$
105,487

$
94,315

$
302,792

 
$
93,371

$
99,010

$
96,451

$
105,352

$
394,184


(1) 1Q 2018 reflects earnings from divested businesses

Recent Developments
SemGroup has scheduled a special meeting of stockholders in connection with the proposed merger with Energy Transfer LP (NYSE: ET) on December 4, 2019, at 9 a.m. local time on the fifth floor of Two Warren Place, 6120 S. Yale Avenue, Tulsa, Oklahoma 74136. At the special meeting, stockholders will consider and vote on a proposal to approve the previously announced merger agreement whereby SemGroup will be acquired by Energy Transfer in a unit and cash transaction. SemGroup’s stockholders of record at the close of business on October 25, 2019 will be entitled to receive notice of and to vote at the special meeting.

On November 4, 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 November 21, 2019 to all common shareholders of record on November 14, 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 $6.8 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 November 21, 2019 and the record date is November 14, 2019.

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.

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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 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-

4



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, the expected merger of SemGroup with and into Merger Sub LLC, a wholly owned subsidiary of Energy Transfer (“Merger Sub”) pursuant to the Agreement and Plan of Merger between us and Energy Transfer LP and Merger Sub, dated September 15, 2019 (the “merger”) 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 consummate the merger on the expected time frame or at all, including due to the inability to obtain all approvals necessary or the failure of other closing conditions; 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 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

5



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































6



Condensed Consolidated Balance Sheets
(in thousands, unaudited)

 
September 30, 2019
December 31, 2018
ASSETS
 
 
Current assets
$
877,580

$
715,825

Property, plant and equipment, net
3,927,645

3,457,326

Goodwill and other intangible assets
783,085

622,340

Equity method investments
283,638

274,009

Other noncurrent assets, net
151,017

140,807

Right of use assets, net
89,665


Total assets
$
6,112,630

$
5,210,307

LIABILITIES, PREFERRED STOCK AND OWNERS' EQUITY
 
 
Current liabilities:
 
 
Current portion of long-term debt
$
15,912

$
6,000

Other current liabilities
633,417

631,157

Total current liabilities
649,329

637,157

Long-term debt, excluding current portion
2,477,326

2,278,834

Other noncurrent liabilities
274,612

94,337

Total liabilities
3,401,267

3,010,328

Preferred stock
379,285

359,658

Subsidiary preferred stock
258,376


Total owners' equity
2,073,702

1,840,321

Total liabilities, preferred stock and owners' equity
$
6,112,630

$
5,210,307
































7



Condensed Consolidated Statements of Operations
(in thousands, except per share amounts, unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
June 30,
 
September 30,
 
2019
2018
2019
 
2019
2018
Revenues
$
562,410

$
633,996

$
674,940

 
$
1,804,582

$
1,891,399

Expenses:


 
 


Costs of products sold, exclusive of depreciation and amortization shown below
377,174

468,871

493,580

 
1,274,126

1,377,092

Operating
73,619

64,835

77,997

 
214,823

224,871

General and administrative
29,662

21,904

25,520

 
84,729

71,267

Depreciation and amortization
61,489

53,598

64,011

 
184,536

155,889

Loss (gain) on disposal or impairment, net
(373
)
(383
)
8,936

 
7,119

(2,125
)
Total expenses
541,571

608,825

670,044

 
1,765,333

1,826,994

Earnings from equity method investments
9,065

14,528

12,695

 
35,711

41,493

Operating income
29,904

39,699

17,591

 
74,960

105,898

Other expenses, net
39,389

33,935

36,574

 
111,348

116,425

Income (loss) before income taxes
(9,485
)
5,764

(18,983
)
 
(36,388
)
(10,527
)
Income tax expense (benefit)
(4,019
)
(2,697
)
(6,085
)
 
(14,710
)
16,773

Net income (loss)
(5,466
)
8,461

(12,898
)
 
(21,678
)
(27,300
)
Less: net income attributable to noncontrolling interest
7,042


12,689

 
23,256


Net loss attributable to SemGroup
(12,508
)
8,461

(25,587
)
 
(44,934
)
(27,300
)
Less: cumulative preferred stock dividends
6,773

6,317

6,657

 
19,971

17,360

Less: cumulative subsidiary preferred stock dividends
2,604


2,577

 
6,288


Less: accretion of subsidiary preferred stock to redemption value
255


237

 
14,241


Net loss attributable to common shareholders
$
(22,140
)
$
2,144

$
(35,058
)
 
$
(85,434
)
$
(44,660
)
Net income (loss)
$
(5,466
)
$
8,461

$
(12,898
)
 
$
(21,678
)
$
(27,300
)
Other comprehensive income (loss), net of income tax
(6,317
)
3,352

27,387

 
6,837

27,703

Comprehensive income (loss)
(11,783
)
11,813

14,489

 
(14,841
)
403

Less: net income attributable to noncontrolling interest
7,042


12,689

 
23,256


Less: other comprehensive income (loss) attributable to noncontrolling interests
(4,605
)

8,018

 
8,993


Comprehensive income (loss) attributable to SemGroup
$
(14,220
)
$
11,813

$
(6,218
)
 
$
(47,090
)
$
403

 
 
 
 
 
 
 
Net income (loss) per common share:
 
 
 
 
 
 
Basic
$
(0.28
)
$
0.03

$
(0.45
)
 
$
(1.09
)
$
(0.57
)
Diluted
$
(0.28
)
$
0.03

$
(0.45
)
 
$
(1.09
)
$
(0.57
)
Weighted average shares (thousands):


 
 


Basic
78,677

78,353

78,668

 
78,613

78,290

Diluted
78,677

78,977

78,668

 
78,613

78,290









8



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

 
Three Months Ended
 
Nine Months Ended
  
September 30,
June 30,
 
September 30,
  
2019
2018
2019
 
2019
2018
Net income (loss)
$
(5,466
)
$
8,461

$
(12,898
)
 
$
(21,678
)
$
(27,300
)
Add: Interest expense
39,663

35,318

38,910

 
115,225

113,683

Add: Income tax expense (benefit)
(4,019
)
(2,697
)
(6,085
)
 
(14,710
)
16,773

Add: Depreciation and amortization expense
61,489

53,598

64,011

 
184,536

155,889

EBITDA
91,667

94,680

83,938

 
263,373

259,045

Selected Non-Cash Items and Other Items Impacting Comparability
2,648

1,771

21,549

 
39,419

29,787

Adjusted EBITDA
$
94,315

$
96,451

$
105,487

 
$
302,792

$
288,832


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

  
Three Months Ended
 
Nine Months Ended
  
September 30,
June 30,
 
September 30,
  
2019
2018
2019
 
2019
2018
Loss (gain) on disposal or impairment, net
$
(373
)
$
(383
)
$
8,936

 
$
7,119

$
(2,125
)
Foreign currency transaction loss (gain)
801

(983
)
(989
)
 
(476
)
4,625

Adjustments to reflect equity earnings on an EBITDA basis
4,633

4,926

4,718

 
14,061

14,695

M&A transaction related costs
4,790

290

1,676

 
11,101

2,094

Employee severance and relocation expense
731

43

73

 
963

391

Unrealized loss (gain) on derivative activities
(10,742
)
(4,860
)
4,903

 
(1,021
)
1,775

Non-cash equity compensation
2,808

2,738

2,232

 
7,672

8,332

Selected Non-Cash Items and Other Items Impacting Comparability
$
2,648

$
1,771

$
21,549

 
$
39,419

$
29,787




















9



Reconciliation of Operating Income to Total Segment Profit:
(in thousands, unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
June 30,
 
September 30,
 
2019
2018
2019
 
2019
2018
Operating income
$
29,904

$
39,699

$
17,591

 
$
74,960

$
105,898

Plus:


 
 


Adjustments to reflect equity earnings on an EBITDA basis
4,633

4,926

4,718

 
14,061

14,695

Unrealized loss (gain) on derivatives
(10,742
)
(4,860
)
4,903

 
(1,021
)
1,775

General and administrative expense
29,662

21,904

25,520

 
84,729

71,267

Depreciation and amortization
61,489

53,598

64,011

 
184,536

155,889

Loss (gain) on disposal or impairment, net
(373
)
(383
)
8,936

 
7,119

(2,125
)
Total Segment Profit
$
114,573

$
114,884

$
125,679

 
$
364,384

$
347,399




Cash Available for Dividends:
(in thousands, unaudited)
 
Three Months Ended
 
Nine Months Ended
 
September 30,
June 30,
 
September 30,
 
2019
2018
2019
 
2019
2018
Adjusted EBITDA
$
94,315

$
96,451

$
105,487

 
$
302,792

$
288,832

Less: Cash interest expense
37,817

36,377

36,458

 
109,901

103,777

Less: Maintenance capital
7,603

8,635

8,073

 
26,276

27,914

Less: Cash paid for income taxes
6,570

600

796

 
8,276

15,300

Less: CAFD attributable to CAMS Midstream noncontrolling interest
10,549


9,840

 
23,233


Less: Distributions to Maurepas Class B shareholders
6,595


6,595

 
19,803


Selected items impacting comparability
 
 
 
 
 
 
Add back: Cash income taxes related to SemCAMS Midstream formation
8,700



 
8,700


 Add back: Mexico disposal cash taxes



 

10,955

Cash available for dividends
$
33,881

$
50,839

$
43,725

 
$
124,003

$
152,796

 
 
 
 
 
 
 
Dividends declared
$
37,177

$
37,022

$
37,161

 
$
111,399

$
111,048

 



 


Dividend coverage ratio
0.9
x
1.4
x
1.2
x
 
1.1
x
1.4
x




10
v3.19.3
Document and Entity Information Document
Nov. 07, 2019
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 07, 2019
Entity Registrant Name SEMGROUP CORPORATION
Entity Central Index Key 0001489136
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 1-34736
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 Information, Former Legal or Registered Name Not Applicable
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock
Trading Symbol SEMG
Security Exchange Name NYSE
Entity Emerging Growth Company false