SEMGROUP CORP, 10-Q filed on 5/9/2014
Quarterly Report
Document and Entity Information
3 Months Ended
Mar. 31, 2014
Apr. 30, 2014
Class A
Apr. 30, 2014
Class B
Document Type
10-Q 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Mar. 31, 2014 
 
 
Document Fiscal Period Focus
Q1 
 
 
Document Fiscal Year Focus
2014 
 
 
Entity Registrant Name
SemGroup Corp 
 
 
Entity Central Index Key
0001489136 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
42,616,224 
28,235 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Current assets:
 
 
Cash and cash equivalents
$ 74,958 
$ 79,351 
Restricted cash
7,672 
5,119 
Accounts receivable (net of allowance of $3,475 and $3,661, respectively)
381,149 
323,965 
Receivable from affiliates
52,281 
67,273 
Inventories
38,822 
44,295 
Other current assets
11,826 
14,011 
Total current assets
566,708 
534,014 
Property, plant and equipment (net of accumulated depreciation of $200,193 and $188,720, respectively)
1,137,540 
1,105,728 
Equity method investments
593,538 
565,124 
Goodwill
61,923 
62,021 
Other intangible assets (net of accumulated amortization of $14,815 and $12,655, respectively)
171,801 
174,838 
Other noncurrent assets, net
29,884 
28,889 
Total assets
2,561,394 
2,470,614 
Current liabilities:
 
 
Accounts payable
323,520 
254,467 
Payable to affiliates
38,203 
62,279 
Accrued liabilities
69,693 
83,429 
Payables to pre-petition creditors
3,179 
3,177 
Warrant liability
57,155 
58,134 
Deferred revenue
23,204 
25,538 
Other current liabilities
5,742 
12,153 
Current portion of long-term debt
38 
37 
Total current liabilities
520,734 
499,214 
Long-term debt
672,578 
615,088 
Deferred income taxes
108,761 
100,945 
Other noncurrent liabilities
41,062 
41,504 
Commitments and contingencies (Note 9)
   
   
SemGroup owners’ equity:
 
 
Common stock, $0.01 par value (authorized - 100,000 shares; issued - 42,673 and 42,533 shares, respectively)
427 
425 
Additional paid-in capital
1,149,024 
1,154,516 
Treasury stock, at cost (449 and 438 shares, respectively)
(1,332)
(613)
Accumulated deficit
(83,984)
(97,572)
Accumulated other comprehensive loss
(5,826)
(2,854)
Total SemGroup Corporation owners’ equity
1,058,309 
1,053,902 
Noncontrolling interests in consolidated subsidiaries
159,950 
159,961 
Total owners’ equity
1,218,259 
1,213,863 
Total liabilities and owners’ equity
$ 2,561,394 
$ 2,470,614 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Per Share data, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]
 
 
Allowance for doubtful accounts
$ 3,475 
$ 3,661 
Accumulated depreciation
200,193 
188,720 
Accumulated amortization
$ 14,815 
$ 12,655 
Common stock, $0.01 par value
$ 0.01 
$ 0.01 
Common stock shares authorized
100,000 
100,000 
Common stock shares issued
42,673 
42,533 
Treasury stock shares
449 
438 
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Revenues:
 
 
Product
$ 427,030 
$ 235,629 
Service
48,507 
27,657 
Other
23,346 
24,410 
Total revenues
498,883 
287,696 
Expenses:
 
 
Costs of products sold, exclusive of depreciation and amortization shown below
385,113 
212,369 
Operating
50,778 
40,771 
General and administrative
18,736 
17,037 
Depreciation and amortization
23,637 
12,636 
Gain on disposal of long-lived assets, net
(58)
(162)
Total expenses
478,206 
282,651 
Earnings from equity method investments
14,962 
17,345 
Gain on issuance of common units by equity method investee
8,127 
Operating income
43,766 
22,390 
Other expenses (income):
 
 
Interest expense
9,227 
2,396 
Foreign currency transaction gain
(683)
(167)
Other expense (income), net
(1,047)
25,633 
Total other expenses, net
7,497 
27,862 
Income (loss) from continuing operations before income taxes
36,269 
(5,472)
Income tax expense (benefit)
16,526 
(54,006)
Income from continuing operations
19,743 
48,534 
Income (loss) from discontinued operations, net of income taxes
(5)
32 
Net income
19,738 
48,566 
Less: net income attributable to noncontrolling interests
6,150 
5,143 
Net income attributable to SemGroup
13,588 
43,423 
Other comprehensive loss, net of income taxes
(2,972)
(5,058)
Comprehensive income
16,766 
43,508 
Less: comprehensive income attributable to noncontrolling interests
6,150 
5,143 
Comprehensive income attributable to SemGroup
$ 10,616 
$ 38,365 
Net income per common share (Note 11):
 
 
Basic
$ 0.32 
$ 1.03 
Diluted
$ 0.29 
$ 1.03 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Cash flows from operating activities:
 
 
Net income
$ 19,738 
$ 48,566 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Net unrealized (gain) loss related to derivative instruments
606 
(468)
Depreciation and amortization
23,637 
12,636 
Gain on disposal of long-lived assets, net
(58)
(162)
Earnings from equity method investments
(14,962)
(17,345)
Gain on issuance of common units by equity method investee
(8,127)
Distributions from equity investments
16,421 
16,951 
Amortization of debt issuance costs
785 
448 
Deferred tax expense (benefit)
10,518 
(54,796)
Non-cash equity compensation
2,330 
1,183 
Excess Tax Benefit from Share-based Compensation, Operating Activities
(1,650)
Loss (gain) on fair value of warrants
(980)
25,796 
Provision for uncollectible accounts receivable, net of recoveries
(129)
(28)
Currency (gain) loss
(683)
(167)
Changes in operating assets and liabilities (Note 12)
(18,548)
(5,311)
Net cash provided by operating activities
28,898 
27,303 
Cash flows from investing activities:
 
 
Capital expenditures
(56,753)
(21,906)
Proceeds from sale of long-lived assets
695 
167 
Investments in non-consolidated subsidiaries
(24,251)
(36,425)
Proceeds from the sale of non-consolidated affiliate
 
Distributions in excess of equity in earnings of affiliates
2,505 
1,114 
Net cash used in investing activities
(77,804)
(57,050)
Cash flows from financing activities:
 
 
Debt issuance costs
(155)
(1,612)
Borrowings on credit facilities
186,000 
229,474 
Principal payments on credit facilities and other obligations
(128,509)
(255,006)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
57,886 
Distributions to noncontrolling interests
(6,398)
(3,624)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
(719)
(371)
Dividends paid
(9,382)
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options
88 
Excess Tax Benefit from Share-based Compensation, Financing Activities
1,650 
Net cash provided by financing activities
42,575 
26,747 
Effect of exchange rate changes on cash and cash equivalents
1,938 
323 
Change in cash and cash equivalents
(4,393)
(2,677)
Cash and cash equivalents at beginning of period
79,351 
80,029 
Cash and cash equivalents at end of period
$ 74,958 
$ 77,352 
Overview
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, 2013, 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 and the rules and regulations of the Securities and Exchange Commission ("SEC"). These financial statements include all normal and recurring adjustments that, in the opinion of management, are necessary to present fairly the financial position of the Company and the results of its operations and its cash flows.
Our condensed consolidated financial statements include the accounts of our controlled subsidiaries. All significant transactions between our consolidated subsidiaries have been eliminated.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 ended March 31, 2014, are not necessarily indicative of the results to be expected for the full year ending December 31, 2014.
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 accounting principles generally accepted in the United States. 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, 2013, which are included in our Annual Report on Form 10-K for the year ended December 31, 2013, 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, 2013.
Recent accounting pronouncements
On March 4, 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-05, "Parent's Accounting for the Cumulative Translation Adjustment Upon Derecognition of Certain Subsidiaries or Groups of Assets Within a Foreign Entity or of an Investment in a Foreign Entity - a consensus of the FASB Emerging Issues Task Force,” which indicates that the entire amount of a cumulative translation adjustment ("CTA") related to an entity's investment in a foreign entity should be released when there has been a:
sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity;
loss of a controlling financial interest in an investment in a foreign entity (i.e., the foreign entity is deconsolidated); or
step acquisition for a foreign entity (i.e., when an entity has changed from applying the equity method for an investment in a foreign entity to consolidating the foreign entity).
The ASU does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. For public entities, this ASU is effective for fiscal years beginning on or after December 15, 2013, and interim periods within those years. The Company adopted this guidance in the first quarter of 2014. The impact was not material.
In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which requires an unrecognized tax benefit to be classified as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain circumstances. For public entities, this ASU is effective for fiscal years beginning on or after December 15, 2013, and interim periods within those years. The Company adopted this guidance in the first quarter of 2014. The impact was not material.
In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. For public entities, this ASU is effective for fiscal years beginning on or after December 15, 2014, and interim periods within those years. The Company will adopt this guidance in the first quarter of 2015. The impact is not expected to be material.
Rose Rock Midstream, L.P.
ROSE ROCK MIDSTREAM, L.P.
ROSE ROCK MIDSTREAM, L.P.
We control the operations of our consolidated subsidiary, Rose Rock Midstream, L.P. ("Rose Rock") through our ownership of the general partner interest. As of March 31, 2014, we own the 2% general partner interest and a 51.6% limited partner interest made up of 4.4 million common units, 8.4 million subordinated units and 2.5 million Class A units.
We receive distributions from Rose Rock on our common and subordinated units, our 2% general partner interest and incentive distribution rights. Rose Rock intends to pay a minimum quarterly distribution of $0.3625 per unit, to the extent it has sufficient available cash, as defined in Rose Rock’s partnership agreement.  
The following table shows the cash distributions paid or declared during 2014 and 2013 (in thousands, except for per unit amounts):
 
Distribution
Per Unit
 
Distributions Paid/To Be Paid
Quarter Ended
SemGroup
Noncontrolling
Interest
Common Units
Total
Distributions
General
Partner
Incentive
Distributions
Common
Units
Subordinated
Units
December 31, 2012
$
0.4025

 
$
167

$

$
1,163

$
3,377

$
3,624

$
8,331

March 31, 2013
$
0.4300

 
$
179

$
41

$
1,242

$
3,607

$
3,872

$
8,941

June 30, 2013
$
0.4400


$
183

$
72

$
1,271

$
3,692

$
3,962

$
9,180

September 30, 2013
$
0.4500

 
$
232

$
127

$
1,301

$
3,775

$
6,189

$
11,624

December 31, 2013
$
0.4650

 
$
257

$
244

$
2,041

$
3,901

$
6,398

$
12,841

March 31, 2014
$
0.4950

*
$
278

$
488

$
2,173

$
4,153

$
6,811

$
13,903


*Expected distributions related to the quarter ended March 31, 2014, which will be paid on May 15, 2014 to unitholders of record as of May 5, 2014.

Certain summarized balance sheet information of Rose Rock is shown below (in thousands):
 
(Unaudited)
 
 
 
March 31,
2014
 
December 31,
2013
Cash
$
2,823

 
$
15,459

Other current assets
346,817

 
306,128

Property, plant and equipment, net
308,270

 
311,616

Equity method investment
234,742

 
224,095

Goodwill
28,224

 
28,322

Other noncurrent assets, net
10,513

 
11,627

Total assets
$
931,389

 
$
897,247

 
 
 
 
Current liabilities
$
326,835

 
$
293,031

Long-term debt
244,578

 
245,088

Partners’ capital attributable to SemGroup
120,500

 
120,610

Partners’ capital attributable to noncontrolling interests
159,950

 
159,961

Noncontrolling interests in consolidated subsidiary retained by SemGroup
79,526

 
78,557

Total liabilities and equity
$
931,389

 
$
897,247


Certain summarized income statement information of Rose Rock for the three months ended March 31, 2014 and 2013 is shown below (in thousands):
 
Three Months Ended March 31,
 
2014
 
2013
Revenue
$
290,923

 
$
171,232

Cost of products sold
$
254,537

 
$
148,451

Operating, general and administrative expenses
$
18,501

 
$
8,979

Depreciation and amortization expense
$
10,534

 
$
3,507

Earnings from equity method investment
$
11,080

 
$
3,453

Net income
$
16,159

 
$
11,994

Noncontrolling interests in consolidated subsidiary retained by SemGroup
$
3,676

 
$

Net income attributable to Rose Rock Midstream, L.P.
$
12,483

 
$
11,994

Investments in Non-Consolidated Subsidiaries
INVESTMENTS IN NON-CONSOLIDATED SUBSIDIARIES
INVESTMENTS IN NON-CONSOLIDATED SUBSIDIARIES

Our investments in affiliates over which we have significant influence, but for which we do not control the operating decisions of the investee, are accounted for under the equity method. Under the equity method, we do not report the individual assets and liabilities of our investees on our condensed consolidated balance sheets. Instead, our ownership interest is reflected in one line as a noncurrent asset on our condensed consolidated balance sheets. Our equity method investments consist of the following (in thousands):
 
March 31, 2014
 
December 31, 2013
White Cliffs
$
234,742

 
$
224,095

NGL Energy
215,225

 
208,848

Glass Mountain
143,571

 
132,181

Total equity method investments
$
593,538

 
$
565,124


    
Under the equity method, we do not report the individual revenues and expenses of our investees in our condensed consolidated statements of operations and comprehensive income. Instead, our interest in the earnings of our investees is reflected in one line item on our condensed consolidated statements of operations and comprehensive income. Our earnings from equity method investments consist of the following (in thousands):
 
Three Months Ended March 31,
 
2014
 
2013
White Cliffs
$
11,080

 
$
10,439

NGL Energy*
3,591

 
6,916

Glass Mountain
291

 
(10
)
Total earnings from equity method investments
$
14,962

 
$
17,345


* Excluding gain on issuance of common units of $8.1 million.
Cash distributions received from equity method investments consist of the following (in thousands):
 
Three Months Ended March 31,
 
2014
 
2013
White Cliffs
$
13,585

 
$
13,792

NGL Energy
5,341

 
4,272

Glass Mountain

 

Total cash distributions received from equity method investments
$
18,926

 
$
18,064


White Cliffs
We account for our 51% ownership of White Cliffs Pipeline, L.L.C. ("White Cliffs") under the equity method, as the other owners have substantive rights to participate in its management.
In August 2012, the owners of White Cliffs approved an expansion project to construct a 12" pipeline from Platteville, Colorado to Cushing, Oklahoma. The project is expected to cost approximately $300 million, which will be funded by capital calls to owners. Our funding requirement will be 51% of the total cost. We have contributed approximately $110.6 million for project funding up through March 31, 2014, including $12.8 million for the three months ended March 31, 2014, and estimate our expected remaining contributions to be $40.6 million, which will be made in 2014.
Certain summarized income statement information of White Cliffs for the three months ended March 31, 2014 and 2013 is shown below (in thousands):
 
Three Months Ended March 31,
 
2014
 
2013
Revenue
$
33,274

 
$
30,673

Operating, general and administrative expenses
$
6,768

 
$
5,179

Depreciation and amortization expense
$
4,393

 
$
4,715

Net income
$
22,113

 
$
20,779


The equity in earnings of White Cliffs for the three months ended March 31, 2014 and 2013 is less than 51% of the net income of White Cliffs for the same periods. This is due to certain general and administrative expenses we incur in managing the operations of White Cliffs that the other owners are not obligated to share. Such expenses are recorded by White Cliffs and are allocated to our ownership interest. White Cliffs recorded $0.4 million and $0.3 million of such general and administrative expense for the three months ended March 31, 2014 and 2013, respectively.
NGL Energy Partners LP
We own 9,133,409 common units representing limited partner interests in NGL Energy Partners LP (NYSE: NGL) (“NGL Energy”), which represents approximately 11.5% of the total 79,327,078 limited partner units of NGL Energy outstanding at December 31, 2013, and an 11.78% interest in the general partner of NGL Energy.
At March 31, 2014, the fair market value of our 9,133,409 common unit investment in NGL Energy was $342.8 million, based on a March 31, 2014 closing price of $37.53 per common unit. This does not reflect our interest in the general partner of NGL Energy. The fair value of our limited partner investment in NGL Energy is categorized as a Level 1 measurement, as it is based on quoted market prices.
Our policy is to record our equity in earnings of NGL Energy on a one-quarter lag, as we do not expect information on the earnings of NGL Energy to always be available in time to consistently record the earnings in the quarter in which they are generated. Accordingly, the equity in earnings from NGL Energy, which is reflected in our condensed consolidated statements of operations and comprehensive income for the three months ended March 31, 2014 and 2013, relates to the earnings of NGL Energy for the three months ended December 31, 2013 and 2012, respectively.
Our limited partnership interest was diluted as a result of the issuance of NGL common units in a private placement in connection with the completion of an acquisition. Accordingly, we recorded a non-cash gain of $8.1 million in the first quarter 2014, which is included in "gain on issuance of common units by equity method investee" in our condensed consolidated statement of operations and comprehensive income.
Certain unaudited summarized income statement information of NGL Energy for the three months ended December 31, 2013 and 2012 is shown below (in thousands):
 
Three Months Ended December 31,
 
2013
 
2012
Revenue
$
2,743,445

 
$
1,338,208

Cost of sales
$
2,576,029

 
$
1,204,545

Operating, general and administrative expenses
$
90,753

 
$
64,693

Depreciation and amortization expense
$
35,494

 
$
18,747

Net income
$
24,052

 
$
40,477

 
Glass Mountain Pipeline, LLC
We hold a 50% interest in Glass Mountain Pipeline, LLC ("GMP" or "Glass Mountain") which began operations in the first quarter of 2014. The owner of the remaining 50%, a subsidiary of NGL Energy, is a related party (Note 13). We account for our investment in GMP using the equity method. As of March 31, 2014, we have invested $143.3 million in GMP including our capital contributions, amounts paid to increase our ownership percentage, and capitalized interest. We invested $11.1 million in GMP for the three months ended March 31, 2014. We expect to make additional contributions of approximately $6.1 million for the remainder of 2014.
The equity in earnings of GMP for the three months ended March 31, 2014 reported in our condensed consolidated statement of operations and comprehensive income is less than 50% of the net income of GMP for the same period due to amortization of capitalized interest for the period.
Certain unaudited summarized income statement information of GMP for the three months ended March 31, 2014 is shown below (in thousands):
 
Three Months Ended March 31, 2014
Revenue
$
3,853

Operating, general and administrative expenses
$
850

Depreciation and amortization expense
$
2,348

Net income
$
653

Segments
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, other than White Cliffs and Glass Mountain, which have been included within the Crude segment. Our investment in NGL Energy is included within the SemStream segment. 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. 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. Certain general and administrative and interest expenses incurred at the corporate level are allocated to the segments, based on our allocation policies in effect at the time.

 
Three Months Ended March 31, 2014
 
Crude

SemStream

SemCAMS

SemGas

SemLogistics

SemMexico

Corporate
and Other

Consolidated
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External
$
292,514

 
$

 
$
39,283

 
$
90,686

 
$
4,790

 
$
71,610

 
$

 
$
498,883

Intersegment

 

 

 
9,892

 

 

 
(9,892
)
 

Total revenues
292,514

 

 
39,283

 
100,578

 
4,790

 
71,610

 
(9,892
)
 
498,883

Expenses:
 
 

 

 

 

 

 

 
 
Costs of products sold, exclusive of depreciation and amortization shown below
254,537

 

 
67

 
78,582

 
350

 
61,469

 
(9,892
)
 
385,113

Operating
15,139

 

 
23,666

 
7,444

 
2,080

 
2,449

 

 
50,778

General and administrative
3,942

 
113

 
3,980

 
1,972

 
1,422

 
2,751

 
4,556

 
18,736

Depreciation and amortization
11,482

 

 
2,829

 
4,969

 
2,495

 
1,427

 
435

 
23,637

Loss (gain) on disposal of long-lived assets, net
(34
)
 

 

 
4

 

 
(28
)
 

 
(58
)
Total expenses
285,066

 
113


30,542


92,971


6,347


68,068


(4,901
)

478,206

Earnings from equity method investments
11,371

 
3,591

 

 

 

 

 

 
14,962

Gain on issuance of common units by equity method investee

 
8,127

 

 

 

 

 

 
8,127

Operating income (loss)
18,819

 
11,605


8,741


7,607


(1,557
)

3,542


(4,991
)

43,766

Other expenses (income), net
4,663

 
(1,264
)
 
4,155

 
1,689

 
251

 
(45
)
 
(1,952
)
 
7,497

Income (loss) from continuing operations before income taxes
$
14,156

 
$
12,869

 
$
4,586

 
$
5,918

 
$
(1,808
)
 
$
3,587

 
$
(3,039
)

$
36,269

Total assets at March 31, 2014 (excluding intersegment receivables)
$
1,116,662

 
$
215,225

 
$
294,405

 
$
594,878

 
$
168,751

 
$
109,518

 
$
61,955

 
$
2,561,394



 
Three Months Ended March 31, 2013
 
Crude
 
SemStream
 
SemCAMS
 
SemGas
 
SemLogistics
 
SemMexico
 
Corporate
and Other
 
Consolidated
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External
$
171,232

 
$

 
$
35,781

 
$
34,654

 
$
3,035

 
$
42,994

 
$

 
$
287,696

Intersegment

 

 

 
4,085

 

 

 
(4,085
)
 

Total revenues
171,232

 


35,781


38,739


3,035


42,994


(4,085
)
 
287,696

Expenses:
 
 
 
 

 

 

 

 

 

Costs of products sold, exclusive of depreciation and amortization shown below
148,451

 

 
183

 
29,171

 

 
38,649

 
(4,085
)
 
212,369

Operating
5,738

 
1

 
26,884

 
4,144

 
1,839

 
2,165

 

 
40,771

General and administrative
3,850

 
156

 
4,145

 
1,591

 
1,120

 
2,222

 
3,953

 
17,037

Depreciation and amortization
3,507

 

 
2,656

 
2,128

 
2,340

 
1,480

 
525

 
12,636

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

 
6

 

 
(2
)
 

 
(166
)
 

 
(162
)
Total expenses
161,546

 
163


33,868


37,032


5,299


44,350


393

 
282,651

Earnings from equity method investments
10,429

 
6,916

 

 

 

 

 

 
17,345

Operating income (loss)
20,115

 
6,753


1,913


1,707


(2,264
)

(1,356
)

(4,478
)
 
22,390

Other expenses (income), net
3,171

 
(968
)
 
4,711

 
593

 
756

 
(471
)
 
20,070

 
27,862

Income (loss) from continuing operations before income taxes
$
16,944

 
$
7,721


$
(2,798
)

$
1,114


$
(3,020
)

$
(885
)

$
(24,548
)
 
$
(5,472
)
 
 
Inventories
Inventories
INVENTORIES
Inventories consist of the following (in thousands):
 
March 31,
2014
 
December 31,
2013
Crude oil
$
25,765

 
$
30,779

Asphalt and other
13,057

 
13,516

Total inventories
$
38,822

 
$
44,295

Financial Instruments
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 these assets and liabilities at March 31, 2014 and December 31, 2013 (in thousands):

 
March 31, 2014
 
December 31, 2013
 
Level 1
 
Netting*
 
Total
 
Level 1
 
Netting*
 
Total
Assets:
 
 
 
 

 
 
 
 
 

Commodity derivatives
$

 
$

 
$

 
$
36

 
$
(36
)
 
$

Total assets

 

 

 
36

 
(36
)
 

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Commodity derivatives
$
666

 
$

 
$
666

 
$
96

 
$
(36
)
 
$
60

Warrants
57,155

 

 
57,155

 
58,134

 

 
58,134

Total liabilities
57,821

 

 
57,821

 
58,230

 
(36
)
 
58,194

Net assets (liabilities) at fair value
$
(57,821
)
 
$

 
$
(57,821
)
 
$
(58,194
)
 
$

 
$
(58,194
)
*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. These also include common stock warrants (Note 10) which are traded on the New York Stock 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 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 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.
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 March 31, 2014, all of our physical fixed price forward purchases and sales contracts were being accounted for as normal purchases and normal sales.
There were no financial assets or liabilities classified as Level 2 or Level 3 during the three months ended March 31, 2014 and 2013, as such no rollforward of activity has been presented.
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 location and time basis risk. All marketing activities are subject to our Comprehensive Risk Management Policy, which establishes limits in order to manage risk and mitigate financial exposure.
Our commodity derivatives can be comprised of swaps, future contracts and forward contracts of crude oil 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 commodity derivative instruments entered into (in thousands of barrels):
 
Three Months Ended March 31,
 
2014
 
2013
Sales
815

 
610

Purchases
810

 
675


We have not designated any of our commodity derivative instruments as accounting hedges. We record 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):
 
March 31, 2014
 
December 31, 2013
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Commodity contracts
$

 
$
666

 
$

 
$
60


We have posted margin deposits as collateral with brokers who have the right of set off associated with these funds. Our margin deposit balances were $1.4 million and $0.8 million at March 31, 2014 and December 31, 2013, 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 March 31, 2014 and December 31, 2013, we would have had net asset positions of $0.7 million and $0.8 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 March 31,
 
2014
 
2013
Commodity contracts
$
(807
)
 
$
(544
)

Warrants
As described in Note 10, upon emergence from bankruptcy, we issued certain common stock warrants. These warrants are recorded at fair value in current liabilities on the condensed consolidated balance sheets, with changes in the fair value recorded to other expense (income).
Concentrations of risk
During the three months ended March 31, 2014, one customer of our Crude segment accounted for more than 10% of our consolidated revenue at approximately 31%. We purchased approximately $130 million of product from two third-party suppliers of our Crude segment, which represented approximately 34% of our costs of products sold. At March 31, 2014, two third-party customers and one related party of our Crude segment accounted for approximately 42% of our consolidated accounts receivable.
Income Taxes
INCOME TAXES
INCOME TAXES

The effective tax rate was 46% and 987% for the three months ended March 31, 2014 and 2013, respectively. The rate for the three months ended March 31, 2014 is impacted by $3.1 million Canadian withholding tax paid on remittances to the U.S. The rate for the three months ended March 31, 2013 is impacted by a discrete tax benefit of $50.9 million for the partial release of our valuation allowance. Significant items that impacted the effective tax rate for each period, as compared to the U.S. federal statutory rate of 35%, include earnings in foreign jurisdictions taxed at lower rates, a noncontrolling interest in Rose Rock for which taxes are not provided, warrant expense which is not deductible for tax purposes, and the impact of the valuation allowance or release recorded against our deferred tax assets. Further, the foreign earnings are taxed in foreign jurisdictions as well as in the U.S., since they are disregarded entities for U.S. federal income tax purposes. Deferred tax liabilities, with the exception of those related to certain long-lived assets, have been considered as a source of future taxable income in establishing the amount of the valuation allowance. These combined factors, and the magnitude of 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.

Due to our emergence from bankruptcy and overall restructuring, we recorded a full valuation allowance on all U.S. federal and state deferred tax assets in all periods prior to March 31, 2013. 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.

The three months ended March 31, 2013 includes a discrete tax benefit of $50.9 million for the partial release of our valuation allowance. Gain recognition, for tax purposes, on the contribution of a 33% interest in SemCrude Pipeline, L.L.C. to Rose Rock had a material impact to the available positive and objectively verifiable evidence for that quarter and, combined with other factors, resulted in the change in our assessment of recoverability of the deferred tax assets. Under ASC 740, "Income Taxes", such evidence was not considered in the valuation allowance at December 31, 2012, due to fundamentals of the transaction which remained subject to market influence until closed. We did not release the valuation allowance attributable to a small portion of our state net operating loss carryovers which have shorter carryover periods. 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.

We have 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 all jurisdictions. In foreign jurisdictions, all tax years within the relevant statute of limitations for periods prior to the emergence from bankruptcy remain open for examination. Currently, there are no examinations in progress for our federal or state jurisdictions. Canada Revenue Agency has initiated an income tax audit of SemCAMS ULC for the tax year 2009, which remains in progress. We do not anticipate the SemCAMS ULC audit will have a significant impact on the results of operations or financial position. No other foreign jurisdictions are currently under audit.
Long-Term Debt
Long-Term Debt
LONG-TERM DEBT
Our long-term debt consisted of the following (in thousands):
 
March 31,
2014
 
December 31,
2013
SemGroup 7.50% senior unsecured notes
$
300,000

 
$
300,000

SemGroup corporate revolving credit facility
128,000

 
70,000

Rose Rock credit facility
244,500

 
245,000

Capital leases
116

 
125

Total long-term debt
$
672,616

 
$
615,125

less: current portion of long-term debt
38

 
37

Noncurrent portion of long-term debt
$
672,578

 
$
615,088


SemGroup senior unsecured notes
For the three months ended March 31, 2014, we incurred $5.8 million of interest expense related to the 7.5% senior unsecured notes (the "Notes") including the amortization of debt issuance costs. At March 31, 2014, we had $6.0 million of unamortized debt issuance costs related to the Notes included in other noncurrent assets on our condensed consolidated balance sheet.
At March 31, 2014, we were in compliance with the terms of the Notes.
SemGroup corporate credit agreement
Our revolving credit facility has a capacity of $500 million. This capacity may be used either for cash borrowings or letters of credit, although the maximum letter of credit capacity is $250 million. At March 31, 2014, we had $128.0 million outstanding cash borrowings on this facility and outstanding letters of credit of $4.0 million.
The interest rate in effect at March 31, 2014 on $38.0 million of alternate base rate ("ABR") borrowings was 4.5%. The interest rate in effect at March 31, 2014 on $90.0 million of Eurodollar rate borrowings was 2.48%. At March 31, 2014, the rate in effect on letters of credit was 2.25%. In addition, a fronting fee of 0.25% is charged on outstanding letters of credit.
At March 31, 2014, $5.9 million in capitalized loan fees, net of accumulated amortization, was recorded in other noncurrent assets, which is being amortized over the life of the facility.
We recorded interest expense related to the SemGroup revolving credit facility of $1.8 million and $1.2 million for the three months ended March 31, 2014 and 2013, respectively, including amortization of debt issuance costs.
At March 31, 2014, we were in compliance with the terms of the credit agreement.
The credit agreement is guaranteed by all of our material domestic subsidiaries (except for Rose Rock Midstream, L.P. and its general partner and subsidiaries) and secured by a lien on substantially all of our property and assets, subject to customary exceptions.
Rose Rock credit facility
Our Rose Rock credit facility has a capacity of $585 million including a $150 million sub-limit for letters of credit. At March 31, 2014, there was $244.5 million outstanding cash borrowings under the Rose Rock revolving credit facility, of which $19.5 million incurred interest at the ABR plus an applicable margin, and $225 million incurred interest at the Eurodollar rate plus an applicable margin. The interest rate in effect at March 31, 2014 on $19.5 million of ABR borrowings was 4.0%. The interest rate in effect at March 31, 2014 on $225 million of Eurodollar rate borrowings was 1.99%.
Rose Rock had $42.4 million in outstanding letters of credit, and the rate in effect was 1.75%. In addition, a fronting fee of 0.25% is charged on outstanding letters of credit.
Rose Rock had $73.6 million of Secured Bilateral Letters of Credit outstanding at March 31, 2014. The interest rate in effect was 1.75%. Secured Bilateral Letters of Credit are external to the facility and do not reduce revolver availability.
We recorded $1.8 million and $2.0 million of interest expense related to this facility during the three months ended March 31, 2014 and 2013, respectively, including amortization of debt issuance costs.
At March 31, 2014, $4.6 million in capitalized loan fees, net of accumulated amortization, was recorded in other noncurrent assets, which is being amortized over the life of the facility.
At March 31, 2014, we were in compliance with the terms of the credit agreement.
SemMexico facilities
At March 31, 2014, SemMexico had no outstanding borrowings on its 56 million Mexican pesos (U.S. $4.3 million at the March 31, 2014 exchange rate) revolving credit facility, which matures in July 2014. Borrowings are unsecured and bear interest at the bank prime rate in Mexico plus 1.70%.
At March 31, 2014, SemMexico had no outstanding borrowings on its 44 million Mexican pesos (U.S. $3.4 million at the March 31, 2014 exchange rate) revolving credit facility, which matures in June 2015. Borrowings are unsecured and bear interest at the bank prime rate in Mexico plus 2.0%.
SemMexico had outstanding letters of credit of 352.0 million Mexican pesos at March 31, 2014 (U.S. $26.9 million at the March 31, 2014 exchange rate). Fees on outstanding letters of credit range from a rate of 0.45% to 1.0%.
At March 31, 2014, we were in compliance with the terms of these facilities.
Capitalized interest
During the nine months ended March 31, 2014 and 2013, we capitalized interest from our credit facilities of $0.7 million and $0.9 million, respectively.
Fair value
We estimate the fair value of our senior unsecured notes to be $326 million at March 31, 2014, based on unadjusted, transacted market prices, which is categorized as a Level 1 measurement. We estimate that the fair value of our other long-term debt was not materially different than the recorded values at March 31, 2014. It is our belief that neither the market interest rates nor our credit profile have changed significantly enough to have had a material impact on the fair value of our other debt outstanding at March 31, 2014. This estimate is categorized as a Level 3 measurement.
Commitments and Contingencies
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES
Bankruptcy matters
On July 22, 2008 (the “Petition Date”), SemGroup, L.P. and certain subsidiaries filed petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Also on July 22, 2008, SemGroup, L.P.'s Canadian subsidiaries filed for creditor protection in Canada. Later during 2008, certain other U.S. subsidiaries filed petitions for reorganization. While in bankruptcy, SemGroup, L.P. filed a plan of reorganization with the court, which was confirmed on October 28, 2009 (the “Plan of Reorganization”). The Plan of Reorganization determined, among other things, how pre-Petition Date obligations would be settled, the equity structure of the reorganized company upon emergence, and the financing arrangements upon emergence. SemGroup Corporation emerged from bankruptcy protection on November 30, 2009 (the “Emergence Date”).
(a)
Confirmation order appeal
Luke Oil appeal. On October 21, 2009, Luke Oil Company, C&S Oil/Cross Properties, Inc., Wayne Thomas Oil and Gas and William R. Earnhardt Company (collectively, “Luke Oil”) filed an objection to the Plan of Reorganization “to the extent that the Plan of Reorganization may alter, impair, or otherwise adversely affect Luke Oil’s legal rights or other interests.” On October 28, 2009, the bankruptcy court overruled the Luke Oil objection and entered the confirmation order. On November 6, 2009, Luke Oil filed a Notice of Appeal. On December 23, 2009, Luke Oil’s appeal was docketed in the United States District Court for the District of Delaware. We filed a motion to dismiss the appeal as equitably moot. On May 21, 2012, the District Court entered an order granting our motion to dismiss Luke Oil's appeal of the confirmation order. On June 18, 2012, Luke Oil filed its Notice of Appeal, notifying the District Court and the parties to the lawsuit that it was appealing the decision of the District Court to the United States Court of Appeals for the Third Circuit. On August 27, 2013, the United States Court of Appeals for the Third Circuit issued an opinion, and on September 18, 2013 issued a judgment, reversing the District Court’s dismissal of the confirmation order and remanding the case to the District Court for consideration on the merits of Luke Oil’s appeal of the confirmation order. On January 28, 2014, the parties reached agreement to settle all outstanding disputes. A settlement agreement was executed by the parties pursuant to which each party granted the other a release of claims and causes of action and on March 5, 2014 the Appeal was dismissed.
(b)
Investigations
Around the time of our predecessor's bankruptcy filings, several governmental agencies launched investigations regarding the circumstances of the filings. The mandate and scope of these investigations were very broad and the investigations are ongoing.
Bankruptcy examiner. On October 14, 2008, the bankruptcy court appointed an examiner to (i) investigate the circumstances surrounding our predecessor's trading strategy prior to bankruptcy filings; (ii) investigate the circumstances surrounding certain insider transactions and the formation of SemGroup Energy Partners L.P. (a former subsidiary); (iii) investigate the circumstances surrounding the potential improper use of borrowed funds and funds generated from operations and the liquidation of assets to satisfy margin calls related to our predecessor's trading strategy and that of certain entities owned or controlled by former officers and directors of the general partner of SemGroup, L.P.; (iv) determine whether any directors, officers or employees of the general partner of SemGroup, L.P. participated in fraud, dishonesty, incompetence, misconduct, mismanagement, or irregularity in the management of our affairs; and (v) determine whether the SemGroup debtor estates have causes of action against current or former officers, directors, or employees of the general partner of SemGroup, L.P. arising from such participation. The examiner’s report was filed with the bankruptcy court on April 15, 2009.
Certain current and prior employees of the general partner of SemGroup, L.P. are referenced in the examiner’s report and the report’s conclusions may suggest possible civil or criminal liability on their part. To the extent such claims exist, they are property of a litigation trust that was established for the benefit of pre-petition creditors pursuant to the Plan of Reorganization, and are not property of the reorganized SemGroup Corporation. This litigation trust is pursuing claims against certain former officers, at its own expense. We may incur expenses, which are not expected to be material, related to information and document requests of the litigation trust related to such claims. Any indemnification obligations to such officers by SemGroup, L.P. were discharged under the Plan of Reorganization.
CFTC. On June 19, 2008, we received a request for voluntary production from the Commodity Futures Trading Commission (“CFTC”). Subsequent to the bankruptcy filings, the CFTC sent other requests for voluntary production. The CFTC has also served subpoenas upon us requiring us to produce various documents and for the depositions of our representatives. We continue to comply with the CFTC’s requests. We are unaware of any currently pending formal charges against us by the CFTC.
(c)
Claims reconciliation process
A large number of parties have made claims against us for obligations alleged to have been incurred prior to our predecessor's bankruptcy filing. On September 15, 2010, the bankruptcy court entered an order estimating the contingent, unliquidated and disputed claims and authorizing distributions to holders of allowed claims. Pursuant to that order we have begun making distributions to the claimants. We continue to attempt to settle unresolved claims.
Pursuant to the Plan of Reorganization, we committed to settle authorized and allowed bankruptcy claims by paying a specified amount of cash, issuing a specified number of warrants, and issuing a specified number of shares of SemGroup Corporation common stock. We do not believe the resolution of the remaining outstanding claims will exceed the total amount of consideration established under the Plan of Reorganization for all claimants; instead, the resolution of the remaining claims in some cases will impact the relative share of the established pool of common stock and warrants that certain claimants receive.
However, under certain circumstances we could be required to pay additional funds to settle the specified group of claims to be settled with cash. Pursuant to the Plan of Reorganization, a specified amount of restricted cash was set aside at the Emergence Date, which we expect to be sufficient to settle this group of claims. Since the Emergence Date, we have made significant progress in resolving these claims, and we continue to believe that the cash set aside at the Emergence Date will be sufficient to settle these claims. However, we have not yet reached a resolution of all of these claims, and if the total settlement amount of all of these claims exceeds the specified amount, we will be required to pay additional funds to satisfy the total settlement amount for this specified group of claims. If this were to become probable of occurring, we would be required to record a liability and a corresponding expense.
Blueknight claim
Blueknight Energy Partners, L.P. (“Blueknight”), which was formerly a subsidiary of SemGroup, together with other entities related to Blueknight, entered into a Shared Services Agreement on April 7, 2009, with SemCrude, L.P., now known as Rose Rock Midstream Crude, L.P. (“SemCrude”) and SemManagement, L.L.C. (which are currently subsidiaries of SemGroup). The services provided by SemCrude to Blueknight under this agreement included assisting Blueknight with movement of crude oil belonging to Blueknight’s customers and with the operation of Blueknight’s Oklahoma pipeline system and its Cushing, Oklahoma terminal. Under the subsequent amendments to the agreements beginning in May 2010, certain of these services were phased out, and Blueknight began to perform all services necessary for the movement of its crude oil and the operation of its Cushing terminal without SemCrude’s assistance.
In a letter dated August 18, 2011, Blueknight claimed that SemCrude owes Blueknight approximately 141,000 barrels of crude oil. We responded to Blueknight’s letter denying their charges and requesting documentation from Blueknight of its claim. On February 14, 2012, after months of interaction between the parties through which Blueknight was requested to substantiate its claim, Blueknight filed suit against SemCrude and other related companies in the District Court of Oklahoma County, Oklahoma. On May 1, 2012, the case was transferred to Tulsa County, Oklahoma. On July 2, 2012, the Tulsa County District Court appointed a Special Master to review terminal operations accounting records and determine whether 141,000 barrels of crude oil owned by Blueknight is missing after three months of operations in April through June, 2010. On June 11, 2013, the Special Master’s Report was filed with the District Court finding a shortage in Blueknight’s Cushing terminal and Oklahoma pipeline system of 148,000 barrels. However, after a review of all records created during that three month time period, the Special Master was unable to determine how the shortage might have occurred and was unable to determine the ownership of the potential shortage.
We are currently seeking discovery in the District Court of documentation and testimony on the potential cause and the impact, if any, of the shortage found by the Special Master. On February 20, 2014, the District Court issued an order denying all requests for summary judgment and ordering discovery to go forward. We will continue to defend our position; however, we cannot predict the outcome.
Environmental
We may from time to time experience leaks of petroleum products from our facilities and, as a result of which, we may incur remediation obligations or property damage claims. In addition, we are subject to numerous environmental regulations. Failure to comply with these regulations could result in the assessment of fines or penalties by regulatory authorities.
The Kansas Department of Health and Environment (“the KDHE”) initiated discussions during our bankruptcy proceeding regarding six of our sites in Kansas (five owned by Crude and one owned by SemGas) that KDHE believes, based on their historical use, may have 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 and results indicate that four of the sites have limited amounts of soil contamination that will require remediation and ground water contamination that may require further delineation and/or ongoing monitoring. Work plans have been submitted to, and approved by, the KDHE. 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. We have recorded an asset retirement obligation liability of $40.9 million at March 31, 2014, which is included within other noncurrent liabilities on our condensed consolidated balance sheets. This amount was calculated using the $97.5 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 which 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 March 31, 2014, such commitments included the following (in thousands):
 
Volume
(Barrels)
 
Value
Fixed price purchases
100

 
$
9,027

Fixed price sales
115

 
$
11,525

Floating price purchases
11,593

 
$
1,123,992

Floating price sales
13,901

 
$
1,218,407


Certain of the commitments shown in the table above relate to agreements to purchase product from a counterparty and to sell a similar amount of product (in a different location) to the same counterparty. Many of the commitments shown in the table above are cancellable by either party, as long as notice is given within the time frame specified in the agreement (generally 30 to 120 days).
Our SemGas segment has a take or pay contractual obligation related to the fractionation of natural gas liquids. This obligation continues through June 2023, subsequent to the extension of the agreement in the second quarter of 2013. At March 31, 2014, approximately $25.8 thousand was due under the contract and the amount of future obligation is approximately $84.7 million. SemGas further has a take or pay contractual obligation related to pipeline transportation. This obligation will begin in April 2014 and continue through October 2014. The amount of future obligation is approximately $1.3 million. SemGas also enters into contracts under which we are responsible for marketing the majority of the gas and natural gas liquids produced by the counterparties to the agreements. The majority of SemGas’ revenues were generated from such contracts.
See Note 3 for commitments related to Glass Mountain and the White Cliffs expansion project.
Equity
EQUITY
EQUITY
Unaudited condensed consolidated statement of changes in owners’ equity
The following table shows the changes in our consolidated owners’ equity accounts from December 31, 2013 to March 31, 2014 (in thousands):
 
Common
Stock
 
Additional
Paid-in
Capital
 
Treasury
Stock
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Noncontrolling
Interests
 
Total
Owners’
Equity
Balance at December 31, 2013
$
425

 
$
1,154,516

 
$
(613
)
 
$
(97,572
)
 
$
(2,854
)
 
$
159,961

 
$
1,213,863

Net income

 

 

 
13,588

 

 
6,150

 
19,738

Other comprehensive income (loss), net of income taxes

 

 

 

 
(2,972
)
 

 
(2,972
)
Distributions to noncontrolling interests

 

 

 

 

 
(6,398
)
 
(6,398
)
Dividends paid

 
(9,382
)


 

 

 

 
(9,382
)
Unvested dividend equivalent rights

 
(37
)
 

 

 

 
(23
)
 
(60
)
Non-cash equity compensation

 
2,070

 

 

 

 
260

 
2,330

Issuance of common stock under compensation plans
2

 
1,857

 

 

 

 

 
1,859

Repurchase of common stock

 

 
(719
)
 

 

 

 
(719
)
Balance at March 31, 2014
$
427

 
$
1,149,024

 
$
(1,332
)
 
$
(83,984
)
 
$
(5,826
)
 
$
159,950

 
$
1,218,259


Accumulated other comprehensive loss
The following table presents the changes in the components of accumulated other comprehensive loss from December 31, 2013 to March 31, 2014 (in thousands):
 
Currency
Translation
 
Employee
Benefit
Plans
 
Total
Balance at December 31, 2013
$
(4,508
)
 
$
1,654

 
$
(2,854
)
Currency translation adjustment, net of income tax benefit of $1,850
(2,970
)
 

 
(2,970
)
Changes related to benefit plans, net of income tax benefit

 
(2
)
 
(2
)
Balance at March 31, 2014
$
(7,478
)
 
$
1,652

 
$
(5,826
)

There were no significant items reclassified out of accumulated other comprehensive loss to net income for the three months ended March 31, 2014.
Common stock
During the three months ended March 31, 2014, we issued 3,440 shares under the Employee Stock Purchase Plan and 136,528 shares related to our equity based compensation awards. Of these vested shares related to compensation awards, recipients sold back to the Company 11,120 shares to satisfy tax withholding obligations which are being recognized at cost as treasury stock on the condensed consolidated balance sheet.
Equity-based compensation
At March 31, 2014, there were approximately 522,000 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 sheet, 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 184,000 additional shares could vest.
The holders of certain restricted stock awards granted prior to 2013 are entitled to equivalent dividends (“UDs”) to be received upon vesting of the restricted stock awards. At March 31, 2014, the value of the UDs to be settled in stock related to unvested restricted stock awards was approximately $100 thousand. This is equivalent to 1,518 Class A shares based on the quarter end close of business market price of our Class A shares of $65.68 per share. Dividends related to the restricted stock awards issued subsequent to 2012 will be settled in cash upon vesting. At March 31, 2014, the value of the UDs to be settled in cash related to unvested restricted stock awards was approximately $108,000.
During the three months ended March 31, 2014, we granted 134,246 restricted stock awards with a weighted average grant date fair value of $82.80 per award.
On April 1, 2014, we granted 63,766 restricted stock awards. These awards will be ratably vested over five years.
Warrants
Upon emergence from bankruptcy, we issued 1,634,210 warrants. The Plan of Reorganization specified that we were to issue an additional 544,737 warrants in settlement of the pre-petition claims. As of March 31, 2014, we have issued 241,264 of the warrants and will issue the remainder as the process of resolving the claims progresses. At March 31, 2014 we had 1,360,823 warrants outstanding including warrants required to be issued in settlement of pre-petition claims. At March 31, 2014, the fair value of these warrants included in the condensed consolidated balance sheet was $57.2 million based on the March 31, 2014 closing price of $42.00 per warrant. The warrants are traded on the New York Stock Exchange under the ticker symbol SEMGWS. We classify the warrant fair value as a Level 1 measurement. There were no warrants exercised during the three months ended March 31, 2014. The warrants expire on November 30, 2014.
Dividends
The following table sets forth the quarterly dividends per share declared and/or paid to shareholders for the periods indicated:

Quarter Ending
 
Dividend Per Share
 
Date Declared
 
Date of Record
 
Date Paid
June 30, 2013
 
$
0.19

 
May 8, 2013
 
May 20, 2013
 
May 30, 2013
September 30, 2013
 
$
0.20

 
August 8, 2013
 
August 19, 2013
 
August 30, 2013
December 31, 2013
 
$
0.21

 
November 11, 2013
 
November 22, 2013
 
December 3, 2013
March 31, 2014
 
$
0.22

 
February 25, 2014
 
March 10, 2014
 
March 20, 2014
June 30, 2014
 
$
0.24

 
May 8, 2014
 
May 19, 2014
 
May 29, 2014
Earnings Per Share
EARNINGS PER SHARE
EARNINGS PER SHARE

Earnings per share is calculated based on income from continuing and discontinued operations less any income attributable to noncontrolling interests. Income attributable to noncontrolling interests represents third-party limited partner unitholders' interests in the earnings of our consolidated subsidiary, Rose Rock.  Rose Rock allocates net income to its limited partners based on the distributions pertaining to the current period's available cash as defined by Rose Rock's partnership agreement. After adjusting for the appropriate period's distributions, the remaining undistributed earnings or excess distributions over earnings, if any, are allocated to Rose Rock's general partner, limited partners and participating securities in accordance with the contractual terms of Rose Rock's partnership agreement and as further prescribed under the two-class method. Incentive distribution rights do not participate in undistributed earnings.
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 warrants and unvested equity compensation awards.
The following summarizes the calculation of basic earnings per share for the three months ended March 31, 2014 and 2013 (in thousands, except per share amounts):

 
Three Months Ended March 31, 2014
 
Three Months Ended March 31, 2013
 
Continuing
Operations
 
Discontinued
Operations
 
Net
 
Continuing
Operations
 
Discontinued
Operations
 
Net
Income (loss)
$
19,743

 
$
(5
)
 
$
19,738

 
$
48,534

 
$
32

 
$
48,566

less: Income attributable to noncontrolling interests
6,150

 

 
6,150

 
5,143

 

 
5,143

Numerator
$
13,593

 
$
(5
)
 
$
13,588

 
$
43,391

 
$
32

 
$
43,423

Common stock issued and to be issued pursuant to Plan of Reorganization
41,400

 
41,400

 
41,400

 
41,400

 
41,400

 
41,400

Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,231

 
1,231

 
1,231

 
670

 
670

 
670

Denominator
42,631

 
42,631

 
42,631

 
42,070

 
42,070

 
42,070

Basic earnings per share
$
0.32

 
$

 
$
0.32

 
$
1.03

 
$

 
$
1.03



The following summarizes the calculation of diluted earnings per share for the three months ended March 31, 2014 and 2013 (in thousands, except per share amounts):

 
Three Months Ended March 31, 2014
 
Three Months Ended March 31, 2013
 
Continuing
Operations
 
Discontinued
Operations
 
Net
 
Continuing
Operations
 
Discontinued
Operations
 
Net
Income (loss)
$
19,743

 
$
(5
)
 
$
19,738

 
$
48,534

 
$
32

 
$
48,566

less: Income attributable to noncontrolling interests
6,150

 

 
6,150

 
5,143

 

 
5,143

less: Income resulting from the change in fair value of warrants
980

 

 
980

 

 

 

Numerator
$
12,613

 
$
(5
)
 
$
12,608

 
$
43,391

 
$
32

 
$
43,423

Common stock issued and to be issued pursuant to Plan of Reorganization
41,400

 
41,400

 
41,400

 
41,400

 
41,400

 
41,400

Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,231

 
1,231

 
1,231

 
670

 
670

 
670

Effect of warrants outstanding
825

 
825

 
825

 

 

 

Effect of dilutive securities
305

 
305

 
305

 
276

 
276

 
276

Denominator
43,761

 
43,761

 
43,761

 
42,346

 
42,346

 
42,346

Diluted earnings per share
$
0.29

 
$

 
$
0.29

 
$
1.02

 
$

 
$
1.03


During the three months ended March 31, 2013, we recorded expenses of $25.8 million related to the change in fair value of the warrants. Because the mark to market valuation of the warrants resulted in losses, the warrants would have been antidilutive and, therefore, were not included in the computation of diluted earnings per share for the three months ended March 31, 2013.
Supplemental Cash Flow Information
SUPPLEMENTAL CASH FLOW INFORMATION
SUPPLEMENTAL CASH FLOW INFORMATION
The following table summarizes the changes in the components of operating assets and liabilities shown on our condensed consolidated statements of cash flows (in thousands):

 
Three Months Ended March 31,
 
2014
 
2013
Decrease (increase) in restricted cash
$
(2,585
)
 
$
25

Decrease (increase) in accounts receivable
(58,879
)
 
(5,014
)
Decrease (increase) in receivable from affiliates
14,992

 
1,070

Decrease (increase) in inventories
3,715

 
(3,153
)
Decrease (increase) in derivatives and margin deposits
(546
)
 
764

Decrease (increase) in other current assets
1,636

 
4,333

Decrease (increase) in other assets
(33
)
 
14

Increase (decrease) in accounts payable and accrued liabilities
49,754

 
(2,756
)
Increase (decrease) in payable to affiliates
(24,075
)
 

Increase (decrease) in payables to pre-petition creditors
(2
)
 
(16
)
Increase (decrease) in other noncurrent liabilities
(2,525
)
 
(578
)
 
$
(18,548
)
 
$
(5,311
)
  

Other supplemental disclosures
In the first quarter of 2013, we recorded a $90.5 million reduction to noncontrolling interests in consolidated subsidiaries and an offsetting increase to additional paid-in capital of $56.8 million (net of tax impact of $33.7 million). This non-cash entry represents the portion of the proceeds in excess of historical cost which were attributed to Rose Rock's third-party unitholders related to Rose Rock's purchase of a 33% interest in SemCrude Pipeline, L.L.C. from SemGroup.
We paid cash interest of $3.6 million and $0.6 million for the three months ended March 31, 2014 and 2013, respectively.
We paid cash for income taxes (net of refunds received) of $12.2 million and $1.3 million for the three months ended March 31, 2014 and 2013, respectively.
We incurred liabilities for construction work in process that had not been paid of $10.0 million and $5.8 million as of March 31, 2014 and 2013, respectively. Such amounts are not included in capital expenditures on the consolidated statements of cash flows.
Related Party Transactions
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS
NGL Energy Partners LP and subsidiaries (Gavilon, LLC and High Sierra Crude Oil and Marketing, LLC)
As described in Note 3, we own interests in NGL Energy, which we account for under the equity method.
During the three months ended March 31, 2014 and 2013, we generated the following transactions with NGL Energy and its subsidiaries (in thousands):
 
Three Months Ended March 31,
 
2014
 
2013
Revenues
$
172,438

 
$
178,714

Purchases
$
157,691

 
$
139,924

Reimbursements from NGL Energy for transition services
$
42

 
$
90


Transactions with NGL Energy and its subsidiaries primarily relate to marketing, leased storage and transportation services of crude oil, including buy/sell transactions. In accordance with ASC 845-10-15, these transactions were reported as revenue on a net basis in our condensed consolidated statements of operations and comprehensive income because the purchases of inventory and subsequent sales of the inventory were with the same counterparty. For comparability, prior year amounts above have been recast to include transactions with Gavilon, LLC, which was not a related party until December 2013.
White Cliffs
As described in Note 3, we account for our ownership interest in White Cliffs under the equity method. During the three months ended March 31, 2014 and 2013, we generated storage revenue from White Cliffs of approximately $0.8 million and $0.6 million, respectively. We incurred $0.9 million of cost for the three months ended March 31, 2014 related to transportation fees for shipments on White Cliffs.
Legal services
The law firm of Conner & Winters, LLP, of which Mark D. Berman is a partner, performs legal services for us. Mr. Berman is the spouse of Candice L. Cheeseman, General Counsel and Secretary. Mr. Berman does not perform any legal services for us. SemGroup paid $0.3 million and $0.5 million in legal fees and related expenses to this law firm during the three months ended March 31, 2014 and 2013, respectively (of which $54.0 thousand was paid by White Cliffs during the three months ended March 31, 2014).
Condensed Consolidating Guarantor Financial Statements (Notes)
Condensed Consolidating Guarantor Financial Statements [Text Block]
14.
CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS

Our Notes are guaranteed by certain of our subsidiaries as follows: SemGas, L.P., SemCanada, L.P., SemCanada II, 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., Rose Rock Midstream Holdings, LLC, Wattenberg Holding, LLC, Glass Mountain Holding, LLC and Mid-America Midstream Gas Services, L.L.C. (collectively, the "Guarantors").
Each of the Guarantors is 100% owned by SemGroup Corporation (the "Parent"). Such guarantees of the 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 March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013 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 note 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, such as the drop down of a 33% interest in SemCrude Pipeline, L.L.C. to Rose Rock in the first quarter of 2013, have been reflected as cash flows from investing activities. Quarterly cash distributions from Rose Rock representing a return on capital have been included in the Parent's cash flows from operations. These balances are eliminated through consolidating adjustments below.
Condensed Consolidating Guarantor Balance Sheets
 
 
March 31, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
4,491

 
$

 
$
72,440

 
$
(1,973
)
 
$
74,958

Restricted cash
 
3,855

 

 
3,817

 

 
7,672

Accounts receivable, net
 
640

 
23,152

 
357,357

 

 
381,149

Receivable from affiliates
 
762

 
15,096

 
40,995

 
(4,572
)
 
52,281

Inventories
 

 
(682
)
 
39,504

 

 
38,822

Other current assets
 
8,072

 
56

 
3,698

 

 
11,826

Total current assets
 
17,820

 
37,622


517,811


(6,545
)

566,708

Property, plant and equipment, net
 
3,921

 
403,988

 
729,631

 

 
1,137,540

Equity method investments
 
1,575,400

 
561,556

 
169,000

 
(1,712,418
)
 
593,538

Goodwill
 

 
23,839

 
38,084

 

 
61,923

Other intangible assets, net
 
29

 
161,361

 
10,411

 

 
171,801

Other noncurrent assets, net
 
16,682

 
1,339

 
11,863

 

 
29,884

Total assets
 
$
1,613,852

 
$
1,189,705


$
1,476,800


$
(1,718,963
)

$
2,561,394

LIABILITIES AND OWNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
244

 
$
30,690

 
$
292,586

 
$

 
$
323,520

Payable to affiliates
 
171

 
28

 
42,576

 
(4,572
)
 
38,203

Accrued liabilities
 
10,311

 
14,874

 
44,513

 
(5
)
 
69,693

Payables to pre-petition creditors
 
3,128

 

 
51

 

 
3,179

Deferred revenue
 

 

 
23,204

 

 
23,204

Warrant liability
 
57,155

 

 

 

 
57,155

Other current liabilities
 
877

 
710

 
4,155

 

 
5,742

Current portion of long-term debt
 

 

 
38

 

 
38

Total current liabilities
 
71,886

 
46,302

 
407,123

 
(4,577
)
 
520,734

Long-term debt
 
428,000

 

 
244,578

 

 
672,578

Deferred income taxes
 
55,649

 

 
53,112

 

 
108,761

Other noncurrent liabilities
 
8

 

 
41,054

 

 
41,062

Commitments and contingencies
 


 


 


 


 


Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
 
1,058,309

 
1,143,403

 
570,983

 
(1,714,386
)
 
1,058,309

Noncontrolling interests in consolidated subsidiaries
 

 

 
159,950

 

 
159,950

Total owners’ equity
 
1,058,309

 
1,143,403


730,933


(1,714,386
)

1,218,259

Total liabilities and owners’ equity
 
$
1,613,852


$
1,189,705

 
$
1,476,800

 
$
(1,718,963
)
 
$
2,561,394


 
 
December 31, 2013
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
2,545

 
$

 
$
78,364

 
$
(1,558
)
 
$
79,351

Restricted cash
 
3,851

 

 
1,268

 

 
5,119

Accounts receivable, net
 
649

 
14,642

 
308,674

 

 
323,965

Receivable from affiliates
 
1,519

 
14,063

 
56,040

 
(4,349
)
 
67,273

Inventories
 

 
1,046

 
43,249

 

 
44,295

Other current assets
 
8,712

 
193

 
5,106

 

 
14,011

Total current assets
 
17,276

 
29,944


492,701


(5,907
)

534,014

Property, plant and equipment, net
 
4,114

 
366,067

 
735,547

 

 
1,105,728

Equity method investments
 
1,511,922

 
461,056

 
159,321

 
(1,567,175
)
 
565,124

Goodwill
 

 
23,839

 
38,182

 

 
62,021

Other intangible assets, net
 
31

 
163,144

 
11,663

 

 
174,838

Other noncurrent assets, net
 
15,263

 
1,302

 
12,324

 

 
28,889

Total assets
 
$
1,548,606

 
$
1,045,352


$
1,449,738


$
(1,573,082
)

$
2,470,614

LIABILITIES AND OWNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
1,172

 
$
24,234

 
$
229,061

 
$

 
$
254,467

Payable to affiliates
 
17

 
115

 
67,062

 
(4,915
)
 
62,279

Accrued liabilities
 
10,072

 
17,341

 
56,011

 
5

 
83,429

Payables to pre-petition creditors
 
3,124

 

 
53

 

 
3,177

Deferred revenue
 

 

 
25,538

 

 
25,538

Warrant liability
 
58,134

 

 

 

 
58,134

Other current liabilities
 
3,741

 
715

 
7,697

 

 
12,153

Current portion of long-term debt
 

 

 
37

 

 
37

Total current liabilities
 
76,260

 
42,405

 
385,459

 
(4,910
)
 
499,214

Long-term debt
 
370,000

 

 
245,088

 

 
615,088

Deferred income taxes
 
48,436

 

 
52,509

 

 
100,945

Other noncurrent liabilities
 
8

 

 
41,496

 

 
41,504

Commitments and contingencies
 


 


 


 


 


Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
 
1,053,902

 
1,002,947

 
565,225

 
(1,568,172
)
 
1,053,902

Noncontrolling interests in consolidated subsidiaries
 

 

 
159,961

 

 
159,961

Total owners’ equity
 
1,053,902

 
1,002,947


725,186


(1,568,172
)

1,213,863

Total liabilities and owners’ equity
 
$
1,548,606

 
$
1,045,352


$
1,449,738


$
(1,573,082
)

$
2,470,614



Condensed Consolidating Guarantor Statements of Operations
 
 
Three Months Ended March 31, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Product
 
$

 
$
98,125

 
$
338,797

 
$
(9,892
)
 
$
427,030

Service
 

 
2,810

 
45,697

 

 
48,507

Other
 

 

 
23,346

 

 
23,346

Total revenues
 

 
100,935

 
407,840

 
(9,892
)
 
498,883

Expenses:
 
 
 
 
 
 
 
 
 

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

 
77,534

 
317,471

 
(9,892
)
 
385,113

Operating
 

 
7,350

 
43,428

 

 
50,778

General and administrative
 
4,533

 
2,291

 
11,912

 

 
18,736

Depreciation and amortization
 
435

 
5,764

 
17,438

 

 
23,637

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

 
10

 
(68
)
 

 
(58
)
Total expenses
 
4,968

 
92,949

 
390,181

 
(9,892
)
 
478,206

Earnings from equity method investments
 
20,902

 
16,627

 
7,404

 
(29,971
)
 
14,962

Gain on issuance of common units by equity method investee
 
8,127

 

 

 

 
8,127

Operating income
 
24,061

 
24,613

 
25,063

 
(29,971
)
 
43,766

Other expenses (income):
 
 
 
 
 
 
 
 
 

Interest expense
 
2,490

 
4,079

 
3,475

 
(817
)
 
9,227

Foreign currency transaction gain
 

 

 
(683
)
 

 
(683
)
Other expense (income), net
 
(1,797
)
 

 
(67
)
 
817

 
(1,047
)
Total other expenses, net
 
693

 
4,079

 
2,725

 

 
7,497

Income from continuing operations before income taxes
 
23,368

 
20,534

 
22,338

 
(29,971
)
 
36,269

Income tax expense
 
9,780

 

 
6,746

 

 
16,526

Income from continuing operations
 
13,588

 
20,534

 
15,592

 
(29,971
)
 
19,743

Income (loss) from discontinued operations, net of income taxes
 

 

 
(5
)
 

 
(5
)
Net income
 
13,588

 
20,534

 
15,587

 
(29,971
)
 
19,738

Less: net income attributable to noncontrolling interests
 

 

 
6,150

 

 
6,150

Net income attributable to SemGroup
 
$
13,588

 
$
20,534

 
$
9,437

 
$
(29,971
)
 
$
13,588

Net income
 
$
13,588

 
$
20,534

 
$
15,587

 
$
(29,971
)
 
$
19,738

Other comprehensive loss, net of income taxes
 
(746
)
 

 
(2,226
)
 

 
(2,972
)
Comprehensive income
 
12,842

 
20,534

 
13,361

 
(29,971
)
 
16,766

Less: comprehensive income attributable to noncontrolling interests
 

 

 
6,150

 

 
6,150

Comprehensive income attributable to SemGroup
 
$
12,842

 
$
20,534

 
$
7,211

 
$
(29,971
)
 
$
10,616


 
 
Three Months Ended March 31, 2013
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Product
 
$

 
$
37,634

 
$
202,064

 
$
(4,069
)
 
$
235,629

Service
 

 
248

 
27,409

 

 
27,657

Other
 

 

 
24,410

 

 
24,410

Total revenues
 

 
37,882

 
253,883

 
(4,069
)
 
287,696

Expenses:
 
 
 
 
 
 
 
 
 

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

 
28,474

 
187,964

 
(4,069
)
 
212,369

Operating
 

 
3,971

 
36,800

 

 
40,771

General and administrative
 
3,918

 
2,036

 
11,083

 

 
17,037

Depreciation and amortization
 
525

 
1,978

 
10,133

 

 
12,636

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

 
8

 
(170
)
 

 
(162
)
Total expenses
 
4,443

 
36,467

 
245,810

 
(4,069
)
 
282,651

Earnings from equity method investments
 
16,866

 
18,547

 
10,439

 
(28,507
)
 
17,345

Operating income
 
12,423

 
19,962

 
18,512

 
(28,507
)
 
22,390

Other expenses (income):
 
 
 
 
 
 
 
 
 

Interest expense
 
(2,016
)
 
803

 
7,412

 
(3,803
)
 
2,396

Foreign currency transaction loss
 

 

 
(167
)
 

 
(167
)
Other expense (income), net
 
24,434

 
158

 
(2,762
)
 
3,803

 
25,633

Total other expenses (income), net
 
22,418

 
961

 
4,483

 

 
27,862

Income (loss) from continuing operations before income taxes
 
(9,995
)
 
19,001

 
14,029

 
(28,507
)
 
(5,472
)
Income tax benefit
 
(53,418
)
 

 
(588
)
 

 
(54,006
)
Income from continuing operations
 
43,423

 
19,001

 
14,617

 
(28,507
)
 
48,534

Income from discontinued operations, net of income taxes
 

 
30

 
2

 

 
32

Net income
 
43,423

 
19,031

 
14,619

 
(28,507
)
 
48,566

Less: net income attributable to noncontrolling interests
 

 

 
5,143

 

 
5,143

Net income attributable to SemGroup
 
$
43,423

 
$
19,031

 
$
9,476

 
$
(28,507
)
 
$
43,423

Net income
 
$
43,423

 
$
19,031

 
$
14,619

 
$
(28,507
)
 
$
48,566

Other comprehensive income (loss), net of income taxes
 
1,416

 

 
(6,474
)
 

 
(5,058
)
Comprehensive income
 
44,839

 
19,031

 
8,145

 
(28,507
)
 
43,508

Less: comprehensive income attributable to noncontrolling interests
 

 

 
5,143

 

 
5,143

Comprehensive income attributable to SemGroup
 
$
44,839

 
$
19,031

 
$
3,002

 
$
(28,507
)
 
$
38,365



Condensed Consolidating Guarantor Statements of Cash Flows
 
 
Three Months Ended March 31, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by operating activities
 
$
1,079

 
$
10,532

 
$
23,174

 
$
(5,887
)
 
$
28,898

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 

Capital expenditures
 
(242
)
 
(42,272
)
 
(14,239
)
 

 
(56,753
)
Proceeds from sale of long-lived assets
 

 
11

 
684

 

 
695

Investments in non-consolidated subsidiaries
 

 
(11,099
)
 
(13,152
)
 

 
(24,251
)
Distributions in excess of equity in earnings of affiliates
 

 

 
2,505

 

 
2,505

Net cash provided by (used in) investing activities
 
(242
)

(53,360
)

(24,202
)


 
(77,804
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 
(93
)
 

 
(62
)
 

 
(155
)
Borrowings on credit facilities
 
140,000

 

 
46,000

 

 
186,000

Principal payments on credit facilities and other obligations
 
(82,000
)
 

 
(46,509
)
 

 
(128,509
)
Distributions to noncontrolling interests
 

 

 
(6,398
)
 

 
(6,398
)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
 
(719
)
 

 

 

 
(719
)
Dividends paid
 
(9,382
)
 

 

 

 
(9,382
)
Proceeds from issuance of common stock under employee stock purchase plan
 
88

 

 

 

 
88

Excess tax benefit from equity-based awards
 
1,650

 

 

 

 
1,650

Intercompany borrowings (advances), net
 
(48,435
)
 
42,828

 
135

 
5,472

 

Net cash provided by (used in) financing activities
 
1,109

 
42,828


(6,834
)

5,472

 
42,575

Effect of exchange rate changes on cash and cash equivalents
 

 

 
1,938

 

 
1,938

Change in cash and cash equivalents
 
1,946

 


(5,924
)

(415
)
 
(4,393
)
Cash and cash equivalents at beginning of period
 
2,545

 

 
78,364

 
(1,558
)
 
79,351

Cash and cash equivalents at end of period
 
$
4,491

 
$


$
72,440


$
(1,973
)
 
$
74,958


 
 
Three Months Ended March 31, 2013
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by (used in) operating activities
 
$
4,488

 
$
6,877

 
$
21,028

 
$
(5,090
)
 
$
27,303

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(279
)
 
(11,163
)
 
(10,464
)
 

 
(21,906
)
Proceeds from sale of long-lived assets
 

 
(5
)
 
172

 

 
167

Investments in non-consolidated subsidiaries
 

 
(13,376
)
 
(23,049
)
 

 
(36,425
)
Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream L.P.
 
189,500

 

 

 
(189,500
)
 

Distributions in excess of equity in earnings of affiliates
 

 

 
1,114

 

 
1,114

Net cash provided by (used in) investing activities
 
189,221

 
(24,544
)

(32,227
)

(189,500
)
 
(57,050
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 

 

 
(1,612
)
 

 
(1,612
)
Borrowings on credit facilities
 
33,500

 

 
195,974

 

 
229,474

Principal payments on credit facilities and other obligations
 
(211,500
)
 

 
(43,506
)
 

 
(255,006
)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
 

 

 
57,886

 

 
57,886

Distributions to noncontrolling interests
 

 

 
(3,624
)
 

 
(3,624
)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
 
(371
)
 

 

 

 
(371
)
Intercompany borrowing (advances), net
 
(21,090
)
 
17,667

 
(186,402
)
 
189,825

 

Net cash provided by (used in) financing activities
 
(199,461
)
 
17,667


18,716


189,825

 
26,747

Effect of exchange rate changes on cash and cash equivalents
 

 

 
323

 

 
323

Change in cash and cash equivalents
 
(5,752
)
 


7,840


(4,765
)
 
(2,677
)
Cash and cash equivalents at beginning of period
 
19,123

 

 
63,844

 
(2,938
)
 
80,029

Cash and cash equivalents at end of period
 
$
13,371

 
$


$
71,684


$
(7,703
)
 
$
77,352

Acquisition
Business Combination Disclosure [Text Block]
ACQUISITIONS

During the year ended December 31, 2013, we completed the following acquisitions:

On August 1, 2013, we acquired the equity interest of Mid-America Midstream Gas Services, L.L.C., a wholly owned subsidiary of Chesapeake Energy Corporation (NYSE: CHK), which is the owner of gas gathering and processing assets in the Mississippi Lime play for approximately $313.5 million in cash.

On September 1, 2013, our consolidated subsidiary, Rose Rock, acquired the assets of Barcas Field Services, LLC, which owned and operated a crude oil trucking fleet, for $49.0 million in cash. During the three months ended March 31, 2014, we recorded a non-cash adjustment to the purchase price allocation which decreased goodwill and other intangible assets and increased property, plant and equipment by $0.1 million.

On August 6, 2013, we completed the acquisition of approximately 5.36% of the general partner of NGL Energy, which increased our ownership of NGL Energy's general partner to 11.78%.
Overview (Policies)
Basis of presentation
The accompanying condensed consolidated balance sheet at December 31, 2013, 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 and the rules and regulations of the Securities and Exchange Commission ("SEC"). These financial statements include all normal and recurring adjustments that, in the opinion of management, are necessary to present fairly the financial position of the Company and the results of its operations and its cash flows.
Our condensed consolidated financial statements include the accounts of our controlled subsidiaries. All significant transactions between our consolidated subsidiaries have been eliminated.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 ended March 31, 2014, are not necessarily indicative of the results to be expected for the full year ending December 31, 2014.
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 accounting principles generally accepted in the United States. 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, 2013, which are included in our Annual Report on Form 10-K for the year ended December 31, 2013, 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, 2013.
Recent accounting pronouncements
On March 4, 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-05, "Parent's Accounting for the Cumulative Translation Adjustment Upon Derecognition of Certain Subsidiaries or Groups of Assets Within a Foreign Entity or of an Investment in a Foreign Entity - a consensus of the FASB Emerging Issues Task Force,” which indicates that the entire amount of a cumulative translation adjustment ("CTA") related to an entity's investment in a foreign entity should be released when there has been a:
sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity;
loss of a controlling financial interest in an investment in a foreign entity (i.e., the foreign entity is deconsolidated); or
step acquisition for a foreign entity (i.e., when an entity has changed from applying the equity method for an investment in a foreign entity to consolidating the foreign entity).
The ASU does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. For public entities, this ASU is effective for fiscal years beginning on or after December 15, 2013, and interim periods within those years. The Company adopted this guidance in the first quarter of 2014. The impact was not material.
In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which requires an unrecognized tax benefit to be classified as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain circumstances. For public entities, this ASU is effective for fiscal years beginning on or after December 15, 2013, and interim periods within those years. The Company adopted this guidance in the first quarter of 2014. The impact was not material.
In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. For public entities, this ASU is effective for fiscal years beginning on or after December 15, 2014, and interim periods within those years. The Company will adopt this guidance in the first quarter of 2015. The impact is not expected to be material.
Financial Instruments Financial Instruments (Policies)
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. These also include common stock warrants (Note 10) which are traded on the New York Stock 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 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 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.
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 March 31, 2014, all of our physical fixed price forward purchases and sales contracts were being accounted for as normal purchases and normal sales.
Rose Rock Midstream, L.P. (Tables)
The following table shows the cash distributions paid or declared during 2014 and 2013 (in thousands, except for per unit amounts):
 
Distribution
Per Unit
 
Distributions Paid/To Be Paid
Quarter Ended
SemGroup
Noncontrolling
Interest
Common Units
Total
Distributions
General
Partner
Incentive
Distributions
Common
Units
Subordinated
Units
December 31, 2012
$
0.4025

 
$
167

$

$
1,163

$
3,377

$
3,624

$
8,331

March 31, 2013
$
0.4300

 
$
179

$
41

$
1,242

$
3,607

$
3,872

$
8,941

June 30, 2013
$
0.4400


$
183

$
72

$
1,271

$
3,692

$
3,962

$
9,180

September 30, 2013
$
0.4500

 
$
232

$
127

$
1,301

$
3,775

$
6,189

$
11,624

December 31, 2013
$
0.4650

 
$
257

$
244

$
2,041

$
3,901

$
6,398

$
12,841

March 31, 2014
$
0.4950

*
$
278

$
488

$
2,173

$
4,153

$
6,811

$
13,903


*Expected distributions related to the quarter ended March 31, 2014, which will be paid on May 15, 2014 to unitholders of record as of May 5, 2014.
Certain summarized balance sheet information of Rose Rock is shown below (in thousands):
 
(Unaudited)
 
 
 
March 31,
2014
 
December 31,
2013
Cash
$
2,823

 
$
15,459

Other current assets
346,817

 
306,128

Property, plant and equipment, net
308,270

 
311,616

Equity method investment
234,742

 
224,095

Goodwill
28,224

 
28,322

Other noncurrent assets, net
10,513

 
11,627

Total assets
$
931,389

 
$
897,247

 
 
 
 
Current liabilities
$
326,835

 
$
293,031

Long-term debt
244,578

 
245,088

Partners’ capital attributable to SemGroup
120,500

 
120,610

Partners’ capital attributable to noncontrolling interests
159,950

 
159,961

Noncontrolling interests in consolidated subsidiary retained by SemGroup
79,526

 
78,557

Total liabilities and equity
$
931,389

 
$
897,247

Certain summarized income statement information of Rose Rock for the three months ended March 31, 2014 and 2013 is shown below (in thousands):
 
Three Months Ended March 31,
 
2014
 
2013
Revenue
$
290,923

 
$
171,232

Cost of products sold
$
254,537

 
$
148,451

Operating, general and administrative expenses
$
18,501

 
$
8,979

Depreciation and amortization expense
$
10,534

 
$
3,507

Earnings from equity method investment
$
11,080

 
$
3,453

Net income
$
16,159

 
$
11,994

Noncontrolling interests in consolidated subsidiary retained by SemGroup
$
3,676

 
$

Net income attributable to Rose Rock Midstream, L.P.
$
12,483

 
$
11,994

Investments In Non-Consolidated Subsidiaries (Tables)
Our equity method investments consist of the following (in thousands):
 
March 31, 2014
 
December 31, 2013
White Cliffs
$
234,742

 
$
224,095

NGL Energy
215,225

 
208,848

Glass Mountain
143,571

 
132,181

Total equity method investments
$
593,538

 
$
565,124

Our earnings from equity method investments consist of the following (in thousands):
 
Three Months Ended March 31,
 
2014
 
2013
White Cliffs
$
11,080

 
$
10,439

NGL Energy*
3,591

 
6,916

Glass Mountain
291

 
(10
)
Total earnings from equity method investments
$
14,962

 
$
17,345


* Excluding gain on issuance of common units of $8.1 million.
Cash distributions received from equity method investments consist of the following (in thousands):
 
Three Months Ended March 31,
 
2014
 
2013
White Cliffs
$
13,585

 
$
13,792

NGL Energy
5,341

 
4,272

Glass Mountain

 

Total cash distributions received from equity method investments
$
18,926

 
$
18,064

Certain summarized income statement information of White Cliffs for the three months ended March 31, 2014 and 2013 is shown below (in thousands):
 
Three Months Ended March 31,
 
2014
 
2013
Revenue
$
33,274

 
$
30,673

Operating, general and administrative expenses
$
6,768

 
$
5,179

Depreciation and amortization expense
$
4,393

 
$
4,715

Net income
$
22,113

 
$
20,779

Certain unaudited summarized income statement information of NGL Energy for the three months ended December 31, 2013 and 2012 is shown below (in thousands):
 
Three Months Ended December 31,
 
2013
 
2012
Revenue
$
2,743,445

 
$
1,338,208

Cost of sales
$
2,576,029

 
$
1,204,545

Operating, general and administrative expenses
$
90,753

 
$
64,693

Depreciation and amortization expense
$
35,494

 
$
18,747

Net income
$
24,052

 
$
40,477

Certain unaudited summarized income statement information of GMP for the three months ended March 31, 2014 is shown below (in thousands):
 
Three Months Ended March 31, 2014
Revenue
$
3,853

Operating, general and administrative expenses
$
850

Depreciation and amortization expense
$
2,348

Net income
$
653

Segments (Tables)
Schedule of Segment Reporting Information
 
Three Months Ended March 31, 2014
 
Crude

SemStream

SemCAMS

SemGas

SemLogistics

SemMexico

Corporate
and Other

Consolidated
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External
$
292,514

 
$

 
$
39,283

 
$
90,686

 
$
4,790

 
$
71,610

 
$

 
$
498,883

Intersegment

 

 

 
9,892

 

 

 
(9,892
)
 

Total revenues
292,514

 

 
39,283

 
100,578

 
4,790

 
71,610

 
(9,892
)
 
498,883

Expenses:
 
 

 

 

 

 

 

 
 
Costs of products sold, exclusive of depreciation and amortization shown below
254,537

 

 
67

 
78,582

 
350

 
61,469

 
(9,892
)
 
385,113

Operating
15,139

 

 
23,666

 
7,444

 
2,080

 
2,449

 

 
50,778

General and administrative
3,942

 
113

 
3,980

 
1,972

 
1,422

 
2,751

 
4,556

 
18,736

Depreciation and amortization
11,482

 

 
2,829

 
4,969

 
2,495

 
1,427

 
435

 
23,637

Loss (gain) on disposal of long-lived assets, net
(34
)
 

 

 
4

 

 
(28
)
 

 
(58
)
Total expenses
285,066

 
113


30,542


92,971


6,347


68,068


(4,901
)

478,206

Earnings from equity method investments
11,371

 
3,591

 

 

 

 

 

 
14,962

Gain on issuance of common units by equity method investee

 
8,127

 

 

 

 

 

 
8,127

Operating income (loss)
18,819

 
11,605


8,741


7,607


(1,557
)

3,542


(4,991
)

43,766

Other expenses (income), net
4,663

 
(1,264
)
 
4,155

 
1,689

 
251

 
(45
)
 
(1,952
)
 
7,497

Income (loss) from continuing operations before income taxes
$
14,156

 
$
12,869

 
$
4,586

 
$
5,918

 
$
(1,808
)
 
$
3,587

 
$
(3,039
)

$
36,269

Total assets at March 31, 2014 (excluding intersegment receivables)
$
1,116,662

 
$
215,225

 
$
294,405

 
$
594,878

 
$
168,751

 
$
109,518

 
$
61,955

 
$
2,561,394



 
Three Months Ended March 31, 2013
 
Crude
 
SemStream
 
SemCAMS
 
SemGas
 
SemLogistics
 
SemMexico
 
Corporate
and Other
 
Consolidated
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External
$
171,232

 
$

 
$
35,781

 
$
34,654

 
$
3,035

 
$
42,994

 
$

 
$
287,696

Intersegment

 

 

 
4,085

 

 

 
(4,085
)
 

Total revenues
171,232

 


35,781


38,739


3,035


42,994


(4,085
)
 
287,696

Expenses:
 
 
 
 

 

 

 

 

 

Costs of products sold, exclusive of depreciation and amortization shown below
148,451

 

 
183

 
29,171

 

 
38,649

 
(4,085
)
 
212,369

Operating
5,738

 
1

 
26,884

 
4,144

 
1,839

 
2,165

 

 
40,771

General and administrative
3,850

 
156

 
4,145

 
1,591

 
1,120

 
2,222

 
3,953

 
17,037

Depreciation and amortization
3,507

 

 
2,656

 
2,128

 
2,340

 
1,480

 
525

 
12,636

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

 
6

 

 
(2
)
 

 
(166
)
 

 
(162
)
Total expenses
161,546

 
163


33,868


37,032


5,299


44,350


393

 
282,651

Earnings from equity method investments
10,429

 
6,916

 

 

 

 

 

 
17,345

Operating income (loss)
20,115

 
6,753


1,913


1,707


(2,264
)

(1,356
)

(4,478
)
 
22,390

Other expenses (income), net
3,171

 
(968
)
 
4,711

 
593

 
756

 
(471
)
 
20,070

 
27,862

Income (loss) from continuing operations before income taxes
$
16,944

 
$
7,721


$
(2,798
)

$
1,114


$
(3,020
)

$
(885
)

$
(24,548
)
 
$
(5,472
)
 
 
Inventories (Tables)
Components Of Inventories
Inventories consist of the following (in thousands):
 
March 31,
2014
 
December 31,
2013
Crude oil
$
25,765

 
$
30,779

Asphalt and other
13,057

 
13,516

Total inventories
$
38,822

 
$
44,295

Financial Instruments (Tables)
The tables below summarize the balances of these assets and liabilities at March 31, 2014 and December 31, 2013 (in thousands):

 
March 31, 2014
 
December 31, 2013
 
Level 1
 
Netting*
 
Total
 
Level 1
 
Netting*
 
Total
Assets:
 
 
 
 

 
 
 
 
 

Commodity derivatives
$

 
$

 
$

 
$
36

 
$
(36
)
 
$

Total assets

 

 

 
36

 
(36
)
 

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Commodity derivatives
$
666

 
$

 
$
666

 
$
96

 
$
(36
)
 
$
60

Warrants
57,155

 

 
57,155

 
58,134

 

 
58,134

Total liabilities
57,821

 

 
57,821

 
58,230

 
(36
)
 
58,194

Net assets (liabilities) at fair value
$
(57,821
)
 
$

 
$
(57,821
)
 
$
(58,194
)
 
$

 
$
(58,194
)
*Relates primarily to exchange traded futures. Gain and loss positions on multiple contracts are settled net on a daily basis with the exchange.
The following table sets forth the notional quantities for commodity derivative instruments entered into (in thousands of barrels):
 
Three Months Ended March 31,
 
2014
 
2013
Sales
815

 
610

Purchases
810

 
675

Realized and unrealized gains (losses) from our commodity derivatives were recorded to product revenue in the following amounts (in thousands):
 
Three Months Ended March 31,
 
2014
 
2013
Commodity contracts
$
(807
)
 
$
(544
)
We record 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):
 
March 31, 2014
 
December 31, 2013
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Commodity contracts
$

 
$
666

 
$

 
$
60

Long-Term Debt (Tables)
Summary of Long-Term Debt
Our long-term debt consisted of the following (in thousands):
 
March 31,
2014
 
December 31,
2013
SemGroup 7.50% senior unsecured notes
$
300,000

 
$
300,000

SemGroup corporate revolving credit facility
128,000

 
70,000

Rose Rock credit facility
244,500

 
245,000

Capital leases
116

 
125

Total long-term debt
$
672,616

 
$
615,125

less: current portion of long-term debt
38

 
37

Noncurrent portion of long-term debt
$
672,578

 
$
615,088

Commitments and Contingencies (Tables)
Summary Of Purchase And Sale Commitments
We account for derivatives at fair value with the exception of commitments which 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 March 31, 2014, such commitments included the following (in thousands):
 
Volume
(Barrels)
 
Value
Fixed price purchases
100

 
$
9,027

Fixed price sales
115

 
$
11,525

Floating price purchases
11,593

 
$
1,123,992

Floating price sales
13,901

 
$
1,218,407

Equity (Tables)
The following table sets forth the quarterly dividends per share declared and/or paid to shareholders for the periods indicated:

Quarter Ending
 
Dividend Per Share
 
Date Declared
 
Date of Record
 
Date Paid
June 30, 2013
 
$
0.19

 
May 8, 2013
 
May 20, 2013
 
May 30, 2013
September 30, 2013
 
$
0.20

 
August 8, 2013
 
August 19, 2013
 
August 30, 2013
December 31, 2013
 
$
0.21

 
November 11, 2013
 
November 22, 2013
 
December 3, 2013
March 31, 2014
 
$
0.22

 
February 25, 2014
 
March 10, 2014
 
March 20, 2014
June 30, 2014
 
$
0.24

 
May 8, 2014
 
May 19, 2014
 
May 29, 2014
The following table shows the changes in our consolidated owners’ equity accounts from December 31, 2013 to March 31, 2014 (in thousands):
 
Common
Stock
 
Additional
Paid-in
Capital
 
Treasury
Stock
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Noncontrolling
Interests
 
Total
Owners’
Equity
Balance at December 31, 2013
$
425

 
$
1,154,516

 
$
(613
)
 
$
(97,572
)
 
$
(2,854
)
 
$
159,961

 
$
1,213,863

Net income

 

 

 
13,588

 

 
6,150

 
19,738

Other comprehensive income (loss), net of income taxes

 

 

 

 
(2,972
)
 

 
(2,972
)
Distributions to noncontrolling interests

 

 

 

 

 
(6,398
)
 
(6,398
)
Dividends paid

 
(9,382
)


 

 

 

 
(9,382
)
Unvested dividend equivalent rights

 
(37
)
 

 

 

 
(23
)
 
(60
)
Non-cash equity compensation

 
2,070

 

 

 

 
260

 
2,330

Issuance of common stock under compensation plans
2

 
1,857

 

 

 

 

 
1,859

Repurchase of common stock

 

 
(719
)
 

 

 

 
(719
)
Balance at March 31, 2014
$
427

 
$
1,149,024

 
$
(1,332
)
 
$
(83,984
)
 
$
(5,826
)
 
$
159,950

 
$
1,218,259


The following table presents the changes in the components of accumulated other comprehensive loss from December 31, 2013 to March 31, 2014 (in thousands):
 
Currency
Translation
 
Employee
Benefit
Plans
 
Total
Balance at December 31, 2013
$
(4,508
)
 
$
1,654

 
$
(2,854
)
Currency translation adjustment, net of income tax benefit of $1,850
(2,970
)
 

 
(2,970
)
Changes related to benefit plans, net of income tax benefit

 
(2
)
 
(2
)
Balance at March 31, 2014
$
(7,478
)
 
$
1,652

 
$
(5,826
)
Earnings Per Share (Tables)
Basic and diluted earnings per share
The following summarizes the calculation of basic earnings per share for the three months ended March 31, 2014 and 2013 (in thousands, except per share amounts):

 
Three Months Ended March 31, 2014
 
Three Months Ended March 31, 2013
 
Continuing
Operations
 
Discontinued
Operations
 
Net
 
Continuing
Operations
 
Discontinued
Operations
 
Net
Income (loss)
$
19,743

 
$
(5
)
 
$
19,738

 
$
48,534

 
$
32

 
$
48,566

less: Income attributable to noncontrolling interests
6,150

 

 
6,150

 
5,143

 

 
5,143

Numerator
$
13,593

 
$
(5
)
 
$
13,588

 
$
43,391

 
$
32

 
$
43,423

Common stock issued and to be issued pursuant to Plan of Reorganization
41,400

 
41,400

 
41,400

 
41,400

 
41,400

 
41,400

Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,231

 
1,231

 
1,231

 
670

 
670

 
670

Denominator
42,631

 
42,631

 
42,631

 
42,070

 
42,070

 
42,070

Basic earnings per share
$
0.32

 
$

 
$
0.32

 
$
1.03

 
$

 
$
1.03



The following summarizes the calculation of diluted earnings per share for the three months ended March 31, 2014 and 2013 (in thousands, except per share amounts):

 
Three Months Ended March 31, 2014
 
Three Months Ended March 31, 2013
 
Continuing
Operations
 
Discontinued
Operations
 
Net
 
Continuing
Operations
 
Discontinued
Operations
 
Net
Income (loss)
$
19,743

 
$
(5
)
 
$
19,738

 
$
48,534

 
$
32

 
$
48,566

less: Income attributable to noncontrolling interests
6,150

 

 
6,150

 
5,143

 

 
5,143

less: Income resulting from the change in fair value of warrants
980

 

 
980

 

 

 

Numerator
$
12,613

 
$
(5
)
 
$
12,608

 
$
43,391

 
$
32

 
$
43,423

Common stock issued and to be issued pursuant to Plan of Reorganization
41,400

 
41,400

 
41,400

 
41,400

 
41,400

 
41,400

Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,231

 
1,231

 
1,231

 
670

 
670

 
670

Effect of warrants outstanding
825

 
825

 
825

 

 

 

Effect of dilutive securities
305

 
305

 
305

 
276

 
276

 
276

Denominator
43,761

 
43,761

 
43,761

 
42,346

 
42,346

 
42,346

Diluted earnings per share
$
0.29

 
$

 
$
0.29

 
$
1.02

 
$

 
$
1.03

Supplemental Cash Flow Information (Tables)
Schedule of Changes in Operating Assets and Liabilities
The following table summarizes the changes in the components of operating assets and liabilities shown on our condensed consolidated statements of cash flows (in thousands):

 
Three Months Ended March 31,
 
2014
 
2013
Decrease (increase) in restricted cash
$
(2,585
)
 
$
25

Decrease (increase) in accounts receivable
(58,879
)
 
(5,014
)
Decrease (increase) in receivable from affiliates
14,992

 
1,070

Decrease (increase) in inventories
3,715

 
(3,153
)
Decrease (increase) in derivatives and margin deposits
(546
)
 
764

Decrease (increase) in other current assets
1,636

 
4,333

Decrease (increase) in other assets
(33
)
 
14

Increase (decrease) in accounts payable and accrued liabilities
49,754

 
(2,756
)
Increase (decrease) in payable to affiliates
(24,075
)
 

Increase (decrease) in payables to pre-petition creditors
(2
)
 
(16
)
Increase (decrease) in other noncurrent liabilities
(2,525
)
 
(578
)
 
$
(18,548
)
 
$
(5,311
)
Related Party Transactions (Tables)
Related Party Transactions
During the three months ended March 31, 2014 and 2013, we generated the following transactions with NGL Energy and its subsidiaries (in thousands):
 
Three Months Ended March 31,
 
2014
 
2013
Revenues
$
172,438

 
$
178,714

Purchases
$
157,691

 
$
139,924

Reimbursements from NGL Energy for transition services
$
42

 
$
90

Condensed Consolidating Guarantor Financial Statements (Tables)
Condensed Consolidating Guarantor Balance Sheets
 
 
March 31, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
4,491

 
$

 
$
72,440

 
$
(1,973
)
 
$
74,958

Restricted cash
 
3,855

 

 
3,817

 

 
7,672

Accounts receivable, net
 
640

 
23,152

 
357,357

 

 
381,149

Receivable from affiliates
 
762

 
15,096

 
40,995

 
(4,572
)
 
52,281

Inventories
 

 
(682
)
 
39,504

 

 
38,822

Other current assets
 
8,072

 
56

 
3,698

 

 
11,826

Total current assets
 
17,820

 
37,622


517,811


(6,545
)

566,708

Property, plant and equipment, net
 
3,921

 
403,988

 
729,631

 

 
1,137,540

Equity method investments
 
1,575,400

 
561,556

 
169,000

 
(1,712,418
)
 
593,538

Goodwill
 

 
23,839

 
38,084

 

 
61,923

Other intangible assets, net
 
29

 
161,361

 
10,411

 

 
171,801

Other noncurrent assets, net
 
16,682

 
1,339

 
11,863

 

 
29,884

Total assets
 
$
1,613,852

 
$
1,189,705


$
1,476,800


$
(1,718,963
)

$
2,561,394

LIABILITIES AND OWNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
244

 
$
30,690

 
$
292,586

 
$

 
$
323,520

Payable to affiliates
 
171

 
28

 
42,576

 
(4,572
)
 
38,203

Accrued liabilities
 
10,311

 
14,874

 
44,513

 
(5
)
 
69,693

Payables to pre-petition creditors
 
3,128

 

 
51

 

 
3,179

Deferred revenue
 

 

 
23,204

 

 
23,204

Warrant liability
 
57,155

 

 

 

 
57,155

Other current liabilities
 
877

 
710

 
4,155

 

 
5,742

Current portion of long-term debt
 

 

 
38

 

 
38

Total current liabilities
 
71,886

 
46,302

 
407,123

 
(4,577
)
 
520,734

Long-term debt
 
428,000

 

 
244,578

 

 
672,578

Deferred income taxes
 
55,649

 

 
53,112

 

 
108,761

Other noncurrent liabilities
 
8

 

 
41,054

 

 
41,062

Commitments and contingencies
 


 


 


 


 


Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
 
1,058,309

 
1,143,403

 
570,983

 
(1,714,386
)
 
1,058,309

Noncontrolling interests in consolidated subsidiaries
 

 

 
159,950

 

 
159,950

Total owners’ equity
 
1,058,309

 
1,143,403


730,933


(1,714,386
)

1,218,259

Total liabilities and owners’ equity
 
$
1,613,852


$
1,189,705

 
$
1,476,800

 
$
(1,718,963
)
 
$
2,561,394


 
 
December 31, 2013
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
2,545

 
$

 
$
78,364

 
$
(1,558
)
 
$
79,351

Restricted cash
 
3,851

 

 
1,268

 

 
5,119

Accounts receivable, net
 
649

 
14,642

 
308,674

 

 
323,965

Receivable from affiliates
 
1,519

 
14,063

 
56,040

 
(4,349
)
 
67,273

Inventories
 

 
1,046

 
43,249

 

 
44,295

Other current assets
 
8,712

 
193

 
5,106

 

 
14,011

Total current assets
 
17,276

 
29,944


492,701


(5,907
)

534,014

Property, plant and equipment, net
 
4,114

 
366,067

 
735,547

 

 
1,105,728

Equity method investments
 
1,511,922

 
461,056

 
159,321

 
(1,567,175
)
 
565,124

Goodwill
 

 
23,839

 
38,182

 

 
62,021

Other intangible assets, net
 
31

 
163,144

 
11,663

 

 
174,838

Other noncurrent assets, net
 
15,263

 
1,302

 
12,324

 

 
28,889

Total assets
 
$
1,548,606

 
$
1,045,352


$
1,449,738


$
(1,573,082
)

$
2,470,614

LIABILITIES AND OWNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
1,172

 
$
24,234

 
$
229,061

 
$

 
$
254,467

Payable to affiliates
 
17

 
115

 
67,062

 
(4,915
)
 
62,279

Accrued liabilities
 
10,072

 
17,341

 
56,011

 
5

 
83,429

Payables to pre-petition creditors
 
3,124

 

 
53

 

 
3,177

Deferred revenue
 

 

 
25,538

 

 
25,538

Warrant liability
 
58,134

 

 

 

 
58,134

Other current liabilities
 
3,741

 
715

 
7,697

 

 
12,153

Current portion of long-term debt
 

 

 
37

 

 
37

Total current liabilities
 
76,260

 
42,405

 
385,459

 
(4,910
)
 
499,214

Long-term debt
 
370,000

 

 
245,088

 

 
615,088

Deferred income taxes
 
48,436

 

 
52,509

 

 
100,945

Other noncurrent liabilities
 
8

 

 
41,496

 

 
41,504

Commitments and contingencies
 


 


 


 


 


Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
 
1,053,902

 
1,002,947

 
565,225

 
(1,568,172
)
 
1,053,902

Noncontrolling interests in consolidated subsidiaries
 

 

 
159,961

 

 
159,961

Total owners’ equity
 
1,053,902

 
1,002,947


725,186


(1,568,172
)

1,213,863

Total liabilities and owners’ equity
 
$
1,548,606

 
$
1,045,352


$
1,449,738


$
(1,573,082
)

$
2,470,614

Condensed Consolidating Guarantor Statements of Operations
 
 
Three Months Ended March 31, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Product
 
$

 
$
98,125

 
$
338,797

 
$
(9,892
)
 
$
427,030

Service
 

 
2,810

 
45,697

 

 
48,507

Other
 

 

 
23,346

 

 
23,346

Total revenues
 

 
100,935

 
407,840

 
(9,892
)
 
498,883

Expenses:
 
 
 
 
 
 
 
 
 

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

 
77,534

 
317,471

 
(9,892
)
 
385,113

Operating
 

 
7,350

 
43,428

 

 
50,778

General and administrative
 
4,533

 
2,291

 
11,912

 

 
18,736

Depreciation and amortization
 
435

 
5,764

 
17,438

 

 
23,637

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

 
10

 
(68
)
 

 
(58
)
Total expenses
 
4,968

 
92,949

 
390,181

 
(9,892
)
 
478,206

Earnings from equity method investments
 
20,902

 
16,627

 
7,404

 
(29,971
)
 
14,962

Gain on issuance of common units by equity method investee
 
8,127

 

 

 

 
8,127

Operating income
 
24,061

 
24,613

 
25,063

 
(29,971
)
 
43,766

Other expenses (income):
 
 
 
 
 
 
 
 
 

Interest expense
 
2,490

 
4,079

 
3,475

 
(817
)
 
9,227

Foreign currency transaction gain
 

 

 
(683
)
 

 
(683
)
Other expense (income), net
 
(1,797
)
 

 
(67
)
 
817

 
(1,047
)
Total other expenses, net
 
693

 
4,079

 
2,725

 

 
7,497

Income from continuing operations before income taxes
 
23,368

 
20,534

 
22,338

 
(29,971
)
 
36,269

Income tax expense
 
9,780

 

 
6,746

 

 
16,526

Income from continuing operations
 
13,588

 
20,534

 
15,592

 
(29,971
)
 
19,743

Income (loss) from discontinued operations, net of income taxes
 

 

 
(5
)
 

 
(5
)
Net income
 
13,588

 
20,534

 
15,587

 
(29,971
)
 
19,738

Less: net income attributable to noncontrolling interests
 

 

 
6,150

 

 
6,150

Net income attributable to SemGroup
 
$
13,588

 
$
20,534

 
$
9,437

 
$
(29,971
)
 
$
13,588

Net income
 
$
13,588

 
$
20,534

 
$
15,587

 
$
(29,971
)
 
$
19,738

Other comprehensive loss, net of income taxes
 
(746
)
 

 
(2,226
)
 

 
(2,972
)
Comprehensive income
 
12,842

 
20,534

 
13,361

 
(29,971
)
 
16,766

Less: comprehensive income attributable to noncontrolling interests
 

 

 
6,150

 

 
6,150

Comprehensive income attributable to SemGroup
 
$
12,842

 
$
20,534

 
$
7,211

 
$
(29,971
)
 
$
10,616


 
 
Three Months Ended March 31, 2013
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Product
 
$

 
$
37,634

 
$
202,064

 
$
(4,069
)
 
$
235,629

Service
 

 
248

 
27,409

 

 
27,657

Other
 

 

 
24,410

 

 
24,410

Total revenues
 

 
37,882

 
253,883

 
(4,069
)
 
287,696

Expenses:
 
 
 
 
 
 
 
 
 

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

 
28,474

 
187,964

 
(4,069
)
 
212,369

Operating
 

 
3,971

 
36,800

 

 
40,771

General and administrative
 
3,918

 
2,036

 
11,083

 

 
17,037

Depreciation and amortization
 
525

 
1,978

 
10,133

 

 
12,636

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

 
8

 
(170
)
 

 
(162
)
Total expenses
 
4,443

 
36,467

 
245,810

 
(4,069
)
 
282,651

Earnings from equity method investments
 
16,866

 
18,547

 
10,439

 
(28,507
)
 
17,345

Operating income
 
12,423

 
19,962

 
18,512

 
(28,507
)
 
22,390

Other expenses (income):
 
 
 
 
 
 
 
 
 

Interest expense
 
(2,016
)
 
803

 
7,412

 
(3,803
)
 
2,396

Foreign currency transaction loss
 

 

 
(167
)
 

 
(167
)
Other expense (income), net
 
24,434

 
158

 
(2,762
)
 
3,803

 
25,633

Total other expenses (income), net
 
22,418

 
961

 
4,483

 

 
27,862

Income (loss) from continuing operations before income taxes
 
(9,995
)
 
19,001

 
14,029

 
(28,507
)
 
(5,472
)
Income tax benefit
 
(53,418
)
 

 
(588
)
 

 
(54,006
)
Income from continuing operations
 
43,423

 
19,001

 
14,617

 
(28,507
)
 
48,534

Income from discontinued operations, net of income taxes
 

 
30

 
2

 

 
32

Net income
 
43,423

 
19,031

 
14,619

 
(28,507
)
 
48,566

Less: net income attributable to noncontrolling interests
 

 

 
5,143

 

 
5,143

Net income attributable to SemGroup
 
$
43,423

 
$
19,031

 
$
9,476

 
$
(28,507
)
 
$
43,423

Net income
 
$
43,423

 
$
19,031

 
$
14,619

 
$
(28,507
)
 
$
48,566

Other comprehensive income (loss), net of income taxes
 
1,416

 

 
(6,474
)
 

 
(5,058
)
Comprehensive income
 
44,839

 
19,031

 
8,145

 
(28,507
)
 
43,508

Less: comprehensive income attributable to noncontrolling interests
 

 

 
5,143

 

 
5,143

Comprehensive income attributable to SemGroup
 
$
44,839

 
$
19,031

 
$
3,002

 
$
(28,507
)
 
$
38,365

Condensed Consolidating Guarantor Statements of Cash Flows
 
 
Three Months Ended March 31, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by operating activities
 
$
1,079

 
$
10,532

 
$
23,174

 
$
(5,887
)
 
$
28,898

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 

Capital expenditures
 
(242
)
 
(42,272
)
 
(14,239
)
 

 
(56,753
)
Proceeds from sale of long-lived assets
 

 
11

 
684

 

 
695

Investments in non-consolidated subsidiaries
 

 
(11,099
)
 
(13,152
)
 

 
(24,251
)
Distributions in excess of equity in earnings of affiliates
 

 

 
2,505

 

 
2,505

Net cash provided by (used in) investing activities
 
(242
)

(53,360
)

(24,202
)


 
(77,804
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 
(93
)
 

 
(62
)
 

 
(155
)
Borrowings on credit facilities
 
140,000

 

 
46,000

 

 
186,000

Principal payments on credit facilities and other obligations
 
(82,000
)
 

 
(46,509
)
 

 
(128,509
)
Distributions to noncontrolling interests
 

 

 
(6,398
)
 

 
(6,398
)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
 
(719
)
 

 

 

 
(719
)
Dividends paid
 
(9,382
)
 

 

 

 
(9,382
)
Proceeds from issuance of common stock under employee stock purchase plan
 
88

 

 

 

 
88

Excess tax benefit from equity-based awards
 
1,650

 

 

 

 
1,650

Intercompany borrowings (advances), net
 
(48,435
)
 
42,828

 
135

 
5,472

 

Net cash provided by (used in) financing activities
 
1,109

 
42,828


(6,834
)

5,472

 
42,575

Effect of exchange rate changes on cash and cash equivalents
 

 

 
1,938

 

 
1,938

Change in cash and cash equivalents
 
1,946

 


(5,924
)

(415
)
 
(4,393
)
Cash and cash equivalents at beginning of period
 
2,545

 

 
78,364

 
(1,558
)
 
79,351

Cash and cash equivalents at end of period
 
$
4,491

 
$


$
72,440


$
(1,973
)
 
$
74,958


 
 
Three Months Ended March 31, 2013
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by (used in) operating activities
 
$
4,488

 
$
6,877

 
$
21,028

 
$
(5,090
)
 
$
27,303

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(279
)
 
(11,163
)
 
(10,464
)
 

 
(21,906
)
Proceeds from sale of long-lived assets
 

 
(5
)
 
172

 

 
167

Investments in non-consolidated subsidiaries
 

 
(13,376
)
 
(23,049
)
 

 
(36,425
)
Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream L.P.
 
189,500

 

 

 
(189,500
)
 

Distributions in excess of equity in earnings of affiliates
 

 

 
1,114

 

 
1,114

Net cash provided by (used in) investing activities
 
189,221

 
(24,544
)

(32,227
)

(189,500
)
 
(57,050
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 

 

 
(1,612
)
 

 
(1,612
)
Borrowings on credit facilities
 
33,500

 

 
195,974

 

 
229,474

Principal payments on credit facilities and other obligations
 
(211,500
)
 

 
(43,506
)
 

 
(255,006
)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
 

 

 
57,886

 

 
57,886

Distributions to noncontrolling interests
 

 

 
(3,624
)
 

 
(3,624
)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
 
(371
)
 

 

 

 
(371
)
Intercompany borrowing (advances), net
 
(21,090
)
 
17,667

 
(186,402
)
 
189,825

 

Net cash provided by (used in) financing activities
 
(199,461
)
 
17,667


18,716


189,825

 
26,747

Effect of exchange rate changes on cash and cash equivalents
 

 

 
323

 

 
323

Change in cash and cash equivalents
 
(5,752
)
 


7,840


(4,765
)
 
(2,677
)
Cash and cash equivalents at beginning of period
 
19,123

 

 
63,844

 
(2,938
)
 
80,029

Cash and cash equivalents at end of period
 
$
13,371

 
$


$
71,684


$
(7,703
)
 
$
77,352

Rose Rock Midstream, L.P. -Distributions (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
0 Months Ended
Feb. 14, 2013
Distribution of Q4 2012 earnings [Member]
Feb. 14, 2013
Distribution of Q4 2012 earnings [Member]
SemGroup [Member]
Common Units [Member]
Feb. 14, 2013
Distribution of Q4 2012 earnings [Member]
SemGroup [Member]
Subordinated Units [Member]
Feb. 14, 2013
Distribution of Q4 2012 earnings [Member]
Noncontrolling Interest [Member]
Feb. 14, 2013
Distribution of Q4 2012 earnings [Member]
SemGroup [Member]
May 15, 2013
Distribution of Q1 2013 earnings [Member]
May 15, 2013
Distribution of Q1 2013 earnings [Member]
SemGroup [Member]
Common Units [Member]
May 15, 2013
Distribution of Q1 2013 earnings [Member]
SemGroup [Member]
Subordinated Units [Member]
May 15, 2013
Distribution of Q1 2013 earnings [Member]
Noncontrolling Interest [Member]
May 15, 2013
Distribution of Q1 2013 earnings [Member]
SemGroup [Member]
Aug. 14, 2013
Distribution of Q2 2013 earnings [Member]
Aug. 14, 2013
Distribution of Q2 2013 earnings [Member]
SemGroup [Member]
Common Units [Member]
Aug. 14, 2013
Distribution of Q2 2013 earnings [Member]
SemGroup [Member]
Subordinated Units [Member]
Aug. 14, 2013
Distribution of Q2 2013 earnings [Member]
Noncontrolling Interest [Member]
Aug. 14, 2013
Distribution of Q2 2013 earnings [Member]
SemGroup [Member]
Nov. 14, 2013
Distribution of Q3 2013 earnings [Member]
Nov. 14, 2013
Distribution of Q3 2013 earnings [Member]
SemGroup [Member]
Common Units [Member]
Nov. 14, 2013
Distribution of Q3 2013 earnings [Member]
SemGroup [Member]
Subordinated Units [Member]
Nov. 14, 2013
Distribution of Q3 2013 earnings [Member]
Noncontrolling Interest [Member]
Nov. 14, 2013
Distribution of Q3 2013 earnings [Member]
SemGroup [Member]
Feb. 14, 2014
Distribution of Q4 2013 earnings [Member]
Feb. 14, 2014
Distribution of Q4 2013 earnings [Member]
SemGroup [Member]
Common Units [Member]
Feb. 14, 2014
Distribution of Q4 2013 earnings [Member]
SemGroup [Member]
Subordinated Units [Member]
Feb. 14, 2014
Distribution of Q4 2013 earnings [Member]
Noncontrolling Interest [Member]
Feb. 14, 2014
Distribution of Q4 2013 earnings [Member]
SemGroup [Member]
May 15, 2014
Subsequent Event [Member]
Distribution of Q1 2014 earnings [Member]
May 15, 2014
Subsequent Event [Member]
Distribution of Q1 2014 earnings [Member]
SemGroup [Member]
Common Units [Member]
May 15, 2014
Subsequent Event [Member]
Distribution of Q1 2014 earnings [Member]
SemGroup [Member]
Subordinated Units [Member]
May 15, 2014
Subsequent Event [Member]
Distribution of Q1 2014 earnings [Member]
Noncontrolling Interest [Member]
May 15, 2014
Subsequent Event [Member]
Distribution of Q1 2014 earnings [Member]
SemGroup [Member]
Distributions paid or to be paid
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution per unit
$ 0.4025 
 
 
 
 
$ 0.4300 
 
 
 
 
$ 0.4400 
 
 
 
 
$ 0.4500 
 
 
 
 
$ 0.4650 
 
 
 
 
 
 
 
 
 
General partner distributions
 
 
 
 
$ 167 
 
 
 
 
$ 179 
 
 
 
 
$ 183 
 
 
 
 
$ 232 
 
 
 
 
$ 257 
 
 
 
 
 
Incentive distributions
 
 
 
 
 
 
 
 
41 
 
 
 
 
72 
 
 
 
 
127 
 
 
 
 
244 
 
 
 
 
488 
Limited partner distributions
 
1,163 
3,377 
3,624 
 
 
1,242 
3,607 
3,872 
 
 
1,271 
3,692 
3,962 
 
 
1,301 
3,775 
6,189 
 
 
2,041 
3,901 
6,398 
 
 
 
 
 
 
Total distributions to partners
8,331 
 
 
 
 
8,941 
 
 
 
 
9,180 
 
 
 
 
11,624 
 
 
 
 
12,841 
 
 
 
 
13,903 
 
 
 
 
Distribution Made to Limited Partner, Cash Distributions Declared
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,173 
4,153 
6,811 
 
Distribution Made to Limited Partner, Distributions Declared, Per Unit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.4950 
 
 
 
 
Managing Member or General Partner, Subsequent Distribution Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 278 
Rose Rock Midstream, L.P. - Summarized balance sheet information (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Summarized Balance Sheet Information
 
 
Other current assets
$ 11,826 
$ 14,011 
Property, plant and equipment, net
1,137,540 
1,105,728 
Equity method investment
593,538 
565,124 
Goodwill
61,923 
62,021 
Other noncurrent assets, net
29,884 
28,889 
Total assets
2,561,394 
2,470,614 
Current liabilities
520,734 
499,214 
Long-term debt
672,578 
615,088 
Noncontrolling interests in consolidated subsidiary retained by SemGroup
159,950 
159,961 
Total liabilities and owners’ equity
2,561,394 
2,470,614 
Rose Rock Midstream, L.P. [Member]
 
 
Summarized Balance Sheet Information
 
 
Cash
2,823 
15,459 
Other current assets
346,817 
306,128 
Property, plant and equipment, net
308,270 
311,616 
Equity method investment
234,742 
224,095 
Goodwill
28,224 
28,322 
Other noncurrent assets, net
10,513 
11,627 
Total assets
931,389 
897,247 
Current liabilities
326,835 
293,031 
Long-term debt
244,578 
245,088 
Partners’ capital attributable to SemGroup
120,500 
120,610 
Partners’ capital attributable to noncontrolling interests
159,950 
159,961 
Noncontrolling interests in consolidated subsidiary retained by SemGroup
79,526 
78,557 
Total liabilities and owners’ equity
$ 931,389 
$ 897,247 
Rose Rock Midstream, L.P. - Summarized income statement information (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Summarized Income Statement Information
 
 
Revenue
$ 498,883 
$ 287,696 
Cost of products sold
385,113 
212,369 
Depreciation and amortization
23,637 
12,636 
Earnings from equity method investments
14,962 
17,345 
Net income
19,738 
48,566 
Noncontrolling interest in consolidated subsidiary retained by SemGroup
6,150 
5,143 
Net income attributable to Rose Rock Midstream, L.P.
13,588 
43,423 
Rose Rock Midstream, L.P. [Member]
 
 
Summarized Income Statement Information
 
 
Revenue
290,923 
171,232 
Operating, general and administrative expenses
18,501 
8,979 
Depreciation and amortization
10,534 
3,507 
Earnings from equity method investments
11,080 
3,453 
Net income
16,159 
 
Noncontrolling interest in consolidated subsidiary retained by SemGroup
3,676 
Net income attributable to Rose Rock Midstream, L.P.
$ 12,483 
$ 11,994 
Rose Rock Midstream, L.P. (Details Textual)
3 Months Ended
Mar. 31, 2014
Rose Rock Midstream, L.P. [Member] |
Common Units [Member]
 
Subsidiary (Textual) [Abstract]
 
Common units representing limited partner interests
4,400,000 
Rose Rock Midstream, L.P. [Member] |
Class A [Member]
 
Subsidiary (Textual) [Abstract]
 
Common units representing limited partner interests
2,500,000 
Rose Rock Midstream, L.P. [Member] |
Subordinated Units [Member]
 
Subsidiary (Textual) [Abstract]
 
Common units representing limited partner interests
8,400,000 
Limited Partner [Member] |
Rose Rock Midstream, L.P. [Member]
 
Subsidiary (Textual) [Abstract]
 
Limited partner ownership interest
51.60% 
General Partner [Member] |
Rose Rock Midstream, L.P. [Member]
 
Subsidiary (Textual) [Abstract]
 
General partner ownership interest
2.00% 
First Target Distribution [Member] |
Minimum [Member]
 
Subsidiary (Textual) [Abstract]
 
Partners' minimum quarterly distribution per unit
0.3625 
Subsequent Event [Member] |
Distribution of Q1 2014 earnings [Member]
 
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
 
Distribution Made to Limited Partner, Distribution Date
May 15, 2014 
Subsidiary (Textual) [Abstract]
 
Distribution Made to Limited Partner, Date of Record
May 05, 2014 
Investments in Non-Consolidated Subsidiaries - Equity method investments (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Schedule of Equity Method Investments [Line Items]
 
 
Equity method investments
$ 593,538 
$ 565,124 
White Cliffs Pipeline, L.L.C. [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Equity method investments
234,742 
224,095 
NGL Energy Partners LP [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Equity method investments
215,225 
208,848 
Glass Mountain Pipeline LLC [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Equity method investments
$ 143,571 
$ 132,181 
Investments in Non-Consolidated Subsidiaries - Equity earnings, by investment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Schedule of Equity Method Investments [Line Items]
 
 
Earnings from equity method investments
$ 14,962 
$ 17,345 
White Cliffs Pipeline, L.L.C. [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Earnings from equity method investments
11,080 
10,439 
NGL Energy Partners LP [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Earnings from equity method investments
3,591 1
6,916 
Glass Mountain Pipeline LLC [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Earnings from equity method investments
$ 291 
$ (10)
Investments in Non-Consolidated Subsidiaries - Distributions received, by investment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Schedule of Equity Method Investments [Line Items]
 
 
Proceeds from Equity Method Investment, Dividends or Distributions
$ 16,421 
$ 16,951 
Return of and return on capital [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Proceeds from Equity Method Investment, Dividends or Distributions
18,926 
18,064 
White Cliffs Pipeline L L C [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Proceeds from Equity Method Investment, Dividends or Distributions
13,585 
13,792 
NGL Energy Partners LP [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Proceeds from Equity Method Investment, Dividends or Distributions
5,341 
4,272 
Glass Mountain Pipeline LLC [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Proceeds from Equity Method Investment, Dividends or Distributions
$ 0 
$ 0 
Investments in Non-Consolidated Subsidiaries - Summarized financial information - White Cliffs (Details) (White Cliffs Pipeline, L.L.C. [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
White Cliffs Pipeline, L.L.C. [Member]
 
 
Summarized income statement information
 
 
Equity Method Investment, Summarized Financial Information, Revenue
$ 33,274 
$ 30,673 
Equity Method Investment, Summarized Financial Information, Operating, General and Administrative Expenses
6,768 
5,179 
Equity Method Investment, Summarized Financial Information, Depreciation and Amortization Expense
4,393 
4,715 
Equity Method Investment, Summarized Financial Information, Net Income (Loss)
$ 22,113 
$ 20,779 
Investments in Non-Consolidated Subsidiaries - Summarized financial information - NGL Energy (Details) (NGL Energy Partners LP [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended
Dec. 31, 2013
Dec. 31, 2012
NGL Energy Partners LP [Member]
 
 
Summarized income statement information
 
 
Equity Method Investment, Summarized Financial Information, Revenue
$ 2,743,445 
$ 1,338,208 
Cost of Goods Sold
2,576,029 
1,204,545 
Equity Method Investment, Summarized Financial Information, Operating, General and Administrative Expenses
90,753 
64,693 
Equity Method Investment, Summarized Financial Information, Depreciation and Amortization Expense
35,494 
18,747 
Equity Method Investment, Summarized Financial Information, Net Income (Loss)
$ 24,052 
$ 40,477 
Investments in Non-Consolidated Subsidiaries Investments in Non-Consolidated Subsidiaries - Summarized financial information - Glass Mountain (Details) (Glass Mountain Pipeline LLC [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Glass Mountain Pipeline LLC [Member]
 
Schedule of Equity Method Investments [Line Items]
 
Equity Method Investment, Summarized Financial Information, Revenue
$ 3,853 
Equity Method Investment, Summarized Financial Information, Operating, General and Administrative Expenses
850 
Equity Method Investment, Summarized Financial Information, Depreciation and Amortization Expense
2,348 
Equity Method Investment, Summarized Financial Information, Net Income (Loss)
$ 653 
Investments in Non-Consolidated Subsidiaries (Details Textual) (USD $)
3 Months Ended 3 Months Ended 3 Months Ended 23 Months Ended 3 Months Ended 20 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Mar. 31, 2014
White Cliffs Pipeline, L.L.C. [Member]
Mar. 31, 2013
White Cliffs Pipeline, L.L.C. [Member]
Mar. 31, 2014
General Partner [Member]
NGL Energy Partners LP [Member]
Mar. 31, 2014
NGL Energy Partners LP [Member]
Dec. 31, 2013
NGL Energy Partners LP [Member]
Mar. 31, 2014
NGL Energy Partners LP [Member]
Limited Partner Interests [Member]
Mar. 31, 2014
White Cliffs Pipeline, L.L.C. [Member]
Semcrude Pipeline [Member]
Mar. 31, 2014
Glass Mountain Pipeline LLC [Member]
Mar. 31, 2014
Glass Mountain Pipeline LLC [Member]
Mar. 31, 2014
Pipeline expansion [Member]
White Cliffs Pipeline, L.L.C. [Member]
Mar. 31, 2014
Pipeline expansion [Member]
White Cliffs Pipeline, L.L.C. [Member]
Semcrude Pipeline [Member]
Width
Mar. 31, 2014
Pipeline expansion [Member]
White Cliffs Pipeline, L.L.C. [Member]
Semcrude Pipeline [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain on issuance of common units by equity method investee
$ 8,127,000 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
Limited partner ownership interest
 
 
 
 
 
 
 
11.50% 
 
 
 
 
 
 
Width of pipeline in inches
 
 
 
 
 
 
 
 
 
 
 
 
12 
 
Total expected project costs
 
 
 
 
 
 
 
 
 
 
 
300,000,000 
 
 
Project funding contributions
 
 
 
 
 
 
 
 
 
11,100,000 
143,300,000 
 
12,800,000 
110,600,000 
General and administrative
18,736,000 
17,037,000 
400,000 
300,000 
 
 
 
 
 
 
 
 
 
 
Common units
 
 
 
 
 
9,133,409 
 
 
 
 
 
 
 
 
Percentage of limited partner ownership interest
 
 
 
 
 
 
 
 
51.00% 
50.00% 
50.00% 
 
 
 
Common units representing limited partner interests
 
 
 
 
 
 
79,327,078 
 
 
 
 
 
 
 
General partner ownership interest
 
 
 
 
11.78% 
 
 
 
 
 
 
 
 
 
Fair market value of common units
 
 
 
 
 
342,800,000 
 
 
 
 
 
 
 
 
Closing price per common unit
$ 65.68 
 
 
 
 
$ 37.53 
 
 
 
 
 
 
 
 
Additional cash capital contribution, year one
 
 
 
 
 
 
 
 
 
$ 6,100,000 
$ 6,100,000 
 
$ 40,600,000 
$ 40,600,000 
Segments (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Dec. 31, 2013
Segment Reporting Information [Line Items]
 
 
 
Revenue
$ 498,883 
$ 287,696 
 
Costs of products sold, exclusive of depreciation and amortization shown below
385,113 
212,369 
 
Operating
50,778 
40,771 
 
General and administrative
18,736 
17,037 
 
Depreciation and amortization
23,637 
12,636 
 
Gain on disposal of long-lived assets, net
(58)
(162)
 
Total expenses
478,206 
282,651 
 
Earnings from equity method investments
14,962 
17,345 
 
Gain on issuance of common units by equity method investee
8,127 
 
Operating income
43,766 
22,390 
 
Other expenses (income), net
7,497 
27,862 
 
Income (loss) from continuing operations before income taxes
36,269 
(5,472)
 
Total assets at March 31, 2014 (excluding intersegment receivables)
2,561,394 
 
2,470,614 
Crude [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
292,514 
171,232 
 
Costs of products sold, exclusive of depreciation and amortization shown below
254,537 
148,451 
 
Operating
15,139 
5,738 
 
General and administrative
3,942 
3,850 
 
Depreciation and amortization
11,482 
3,507 
 
Gain on disposal of long-lived assets, net
(34)
   
 
Total expenses
285,066 
161,546 
 
Earnings from equity method investments
11,371 
10,429 
 
Gain on issuance of common units by equity method investee
 
 
Operating income
18,819 
20,115 
 
Other expenses (income), net
4,663 
3,171 
 
Income (loss) from continuing operations before income taxes
14,156 
16,944 
 
Total assets at March 31, 2014 (excluding intersegment receivables)
1,116,662 
 
 
SemStream [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
 
Costs of products sold, exclusive of depreciation and amortization shown below
 
Operating
 
General and administrative
113 
156 
 
Depreciation and amortization
 
Gain on disposal of long-lived assets, net
 
Total expenses
113 
163 
 
Earnings from equity method investments
3,591 
6,916 
 
Gain on issuance of common units by equity method investee
8,127 
 
 
Operating income
11,605 
6,753 
 
Other expenses (income), net
(1,264)
(968)
 
Income (loss) from continuing operations before income taxes
12,869 
7,721 
 
Total assets at March 31, 2014 (excluding intersegment receivables)
215,225 
 
 
SemCAMS [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
39,283 
35,781 
 
Costs of products sold, exclusive of depreciation and amortization shown below
67 
183 
 
Operating
23,666 
26,884 
 
General and administrative
3,980 
4,145 
 
Depreciation and amortization
2,829 
2,656 
 
Gain on disposal of long-lived assets, net
 
Total expenses
30,542 
33,868 
 
Earnings from equity method investments
 
Gain on issuance of common units by equity method investee
 
 
Operating income
8,741 
1,913 
 
Other expenses (income), net
4,155 
4,711 
 
Income (loss) from continuing operations before income taxes
4,586 
(2,798)
 
Total assets at March 31, 2014 (excluding intersegment receivables)
294,405 
 
 
SemGas [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
100,578 
38,739 
 
Costs of products sold, exclusive of depreciation and amortization shown below
78,582 
29,171 
 
Operating
7,444 
4,144 
 
General and administrative
1,972 
1,591 
 
Depreciation and amortization
4,969 
2,128 
 
Gain on disposal of long-lived assets, net
(2)
 
Total expenses
92,971 
37,032 
 
Earnings from equity method investments
 
Gain on issuance of common units by equity method investee
 
 
Operating income
7,607 
1,707 
 
Other expenses (income), net
1,689 
593 
 
Income (loss) from continuing operations before income taxes
5,918 
1,114 
 
Total assets at March 31, 2014 (excluding intersegment receivables)
594,878 
 
 
SemLogistics [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
4,790 
3,035 
 
Costs of products sold, exclusive of depreciation and amortization shown below
350 
   
 
Operating
2,080 
1,839 
 
General and administrative
1,422 
1,120 
 
Depreciation and amortization
2,495 
2,340 
 
Gain on disposal of long-lived assets, net
 
Total expenses
6,347 
5,299 
 
Earnings from equity method investments
 
Gain on issuance of common units by equity method investee
 
 
Operating income
(1,557)
(2,264)
 
Other expenses (income), net
251 
756 
 
Income (loss) from continuing operations before income taxes
(1,808)
(3,020)
 
Total assets at March 31, 2014 (excluding intersegment receivables)
168,751 
 
 
SemMexico [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
71,610 
42,994 
 
Costs of products sold, exclusive of depreciation and amortization shown below
61,469 
38,649 
 
Operating
2,449 
2,165 
 
General and administrative
2,751 
2,222 
 
Depreciation and amortization
1,427 
1,480 
 
Gain on disposal of long-lived assets, net
(28)
(166)
 
Total expenses
68,068 
44,350 
 
Earnings from equity method investments
 
Gain on issuance of common units by equity method investee
 
 
Operating income
3,542 
(1,356)
 
Other expenses (income), net
(45)
(471)
 
Income (loss) from continuing operations before income taxes
3,587 
(885)
 
Total assets at March 31, 2014 (excluding intersegment receivables)
109,518 
 
 
Corporate and Other [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
(9,892)
(4,085)
 
Costs of products sold, exclusive of depreciation and amortization shown below
(9,892)
(4,085)
 
Operating
   
 
General and administrative
4,556 
3,953 
 
Depreciation and amortization
435 
525 
 
Gain on disposal of long-lived assets, net
 
Total expenses
(4,901)
393 
 
Earnings from equity method investments
 
Gain on issuance of common units by equity method investee
 
 
Operating income
(4,991)
(4,478)
 
Other expenses (income), net
(1,952)
20,070 
 
Income (loss) from continuing operations before income taxes
(3,039)
(24,548)
 
Total assets at March 31, 2014 (excluding intersegment receivables)
61,955 
 
 
Operating Segments [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
498,883 
287,696 
 
Operating Segments [Member] |
Crude [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
292,514 
171,232 
 
Operating Segments [Member] |
SemStream [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
 
Operating Segments [Member] |
SemCAMS [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
39,283 
35,781 
 
Operating Segments [Member] |
SemGas [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
90,686 
34,654 
 
Operating Segments [Member] |
SemLogistics [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
4,790 
3,035 
 
Operating Segments [Member] |
SemMexico [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
71,610 
42,994 
 
Operating Segments [Member] |
Corporate and Other [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
 
Intersegment Eliminations [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
 
Intersegment Eliminations [Member] |
Crude [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
 
Intersegment Eliminations [Member] |
SemStream [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
 
Intersegment Eliminations [Member] |
SemCAMS [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
 
Intersegment Eliminations [Member] |
SemGas [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
9,892 
4,085 
 
Intersegment Eliminations [Member] |
SemLogistics [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
 
Intersegment Eliminations [Member] |
SemMexico [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
 
Intersegment Eliminations [Member] |
Corporate and Other [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Revenue
$ (9,892)
$ (4,085)
 
Inventories (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Components of Inventories
 
 
Crude oil
$ 25,765 
$ 30,779 
Asphalt and other
13,057 
13,516 
Total Inventories
$ 38,822 
$ 44,295 
Financial Instruments - Fair value of financial assets and liabilties (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Fair Value of Financial Assets and Liabilities
 
 
Total assets
   
   
Total liabilities
57,821 
58,194 
Net assets (liabilities) at fair value
(57,821)
(58,194)
Level 1 [Member]
 
 
Fair Value of Financial Assets and Liabilities
 
 
Total assets
   
36 
Total liabilities
57,821 
58,230 
Net assets (liabilities) at fair value
(57,821)
(58,194)
Netting [Member]
 
 
Fair Value of Financial Assets and Liabilities
 
 
Total assets
   1
(36)1
Total liabilities
   1
(36)1
Net assets (liabilities) at fair value
   1
   1
Commodity Derivatives [Member]
 
 
Fair Value of Financial Assets and Liabilities
 
 
Total assets
   
Total liabilities
666 
60 
Commodity Derivatives [Member] |
Level 1 [Member]
 
 
Fair Value of Financial Assets and Liabilities
 
 
Total assets
   
36 
Total liabilities
666 
96 
Commodity Derivatives [Member] |
Netting [Member]
 
 
Fair Value of Financial Assets and Liabilities
 
 
Total assets
1
(36)1
Total liabilities
1
(36)1
Warrants [Member]
 
 
Fair Value of Financial Assets and Liabilities
 
 
Total liabilities
57,155 
58,134 
Warrants [Member] |
Level 1 [Member]
 
 
Fair Value of Financial Assets and Liabilities
 
 
Total liabilities
57,155 
58,134 
Warrants [Member] |
Netting [Member]
 
 
Fair Value of Financial Assets and Liabilities
 
 
Total liabilities
$ 0 1
    1
Financial Instruments - Level 2 and 3 (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Schedule of Changes in Fair Value of Financial Assets (Liabilities) Classified as Level 3
 
 
Level 2 and level 3 fair value transactions
$ 0 
$ 0 
Financial Instruments - Notional amounts (Details)
3 Months Ended
Mar. 31, 2014
bbl
Mar. 31, 2013
bbl
Sales [Member]
 
 
Derivative [Line Items]
 
 
Derivative, Nonmonetary Notional Amount, Volume
815,000 
610,000 
Purchases [Member]
 
 
Derivative [Line Items]
 
 
Derivative, Nonmonetary Notional Amount, Volume
810,000 
675,000 
Financial Instruments - Fair value of commodity derivative assets and liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Derivatives, Fair Value [Line Items]
 
 
Derivative Asset
   
   
Derivative Liability
57,821 
58,194 
Commodity Contract [Member] |
Not Designated as Hedging Instrument [Member] |
Other Current Assets [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative Asset
Commodity Contract [Member] |
Not Designated as Hedging Instrument [Member] |
Other Current Liabilities [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative Liability
$ 666 
$ 60 
Financial Instruments - Realized and unrealized gains and losses (Details) (Commodity Contract [Member], Sales [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Commodity Contract [Member] |
Sales [Member]
 
 
Schedule of Realized and Unrealized Gains (Losses) from Commodity Derivatives
 
 
Realized and unrealized gains (losses) from commodity derivatives
$ (807)
$ (544)
Financial Instruments Financial Instruments (Details Textual) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Dec. 31, 2013
Mar. 31, 2014
Commodity Contract [Member]
Dec. 31, 2013
Commodity Contract [Member]
Mar. 31, 2014
Customer Concentration Risk [Member]
Crude [Member]
Accounts Receivable [Member]
Mar. 31, 2014
Customer Concentration Risk [Member]
Sem Crude [Member]
Sales Revenue, Goods, Net [Member]
Customer
Mar. 31, 2014
Customer Concentration Risk [Member]
Sem Crude [Member]
Cost of Goods, Total [Member]
Customer
Mar. 31, 2014
Customer Concentration Risk [Member]
Sem Crude [Member]
Accounts Receivable [Member]
Customer
Mar. 31, 2014
Affiliated Entity [Member]
Customer Concentration Risk [Member]
Sem Crude [Member]
Accounts Receivable [Member]
Customer
Offsetting Assets [Line Items]
 
 
 
 
 
 
 
 
 
Margin Deposit Assets
$ 1.4 
$ 0.8 
 
 
 
 
 
 
 
Derivative Asset, Fair Value, Amount Offset Against Collateral
 
 
0.7 
0.8 
 
 
 
 
 
Number of Customers
 
 
 
 
 
Concentration Risk, Percentage
 
 
 
 
42.00% 
31.00% 
34.00% 
 
 
Purchases of product
 
 
 
 
 
 
$ 130 
 
 
Income Taxes (Details Textual) (USD $)
In Millions, unless otherwise specified
3 Months Ended 3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Mar. 31, 2014
Semcrude Pipeline [Member]
Mar. 31, 2014
Foreign Tax Authority [Member]
Jan. 11, 2013
Initial contribution of 33% Interest in SemCrude Pipeline [Member] [Member]
Semcrude Pipeline [Member]
Income Taxes (Textual) [Abstract]
 
 
 
 
 
U.S. federal statutory rate
35.00% 
 
 
 
 
Valuation Allowance, Deferred Tax Asset, Change in Amount
 
$ (50.9)
 
 
 
Effective Income Tax Rate, Continuing Operations
46.00% 
987.00% 
 
 
 
Income Taxes Paid
 
 
 
$ 3.1 
 
Equity method investment, ownership percentage
 
 
33.00% 
 
33.00% 
Long-Term Debt - Debt, by facility (Details) (USD $)
Mar. 31, 2014
Dec. 31, 2013
Debt Instrument [Line Items]
 
 
Senior Notes
$ 300,000,000 
$ 300,000,000 
Capital leases
116,000 
125,000 
Total long-term debt
672,616,000 
615,125,000 
less: current portion of long-term debt
38,000 
37,000 
Long-term debt
672,578,000 
615,088,000 
Revolving Credit Facility [Member] |
Corporate [Member]
 
 
Debt Instrument [Line Items]
 
 
Borrowings
128,000,000 
70,000,000 
Rose Rock Midstream L P [Member]
 
 
Debt Instrument [Line Items]
 
 
Long-term debt
244,578,000 
245,088,000 
Rose Rock Midstream L P [Member] |
Revolving Credit Facility [Member]
 
 
Debt Instrument [Line Items]
 
 
Borrowings
$ 244,500,000 
$ 245,000,000 
Long-Term Debt (Details Textual)
3 Months Ended 3 Months Ended 3 Months Ended 3 Months Ended
Mar. 31, 2014
USD ($)
Mar. 31, 2013
USD ($)
Mar. 31, 2014
Senior Notes [Member]
USD ($)
Mar. 31, 2014
Corporate [Member]
Letter of Credit [Member]
USD ($)
Mar. 31, 2014
Corporate [Member]
Revolving Credit Facility [Member]
USD ($)
Mar. 31, 2013
Corporate [Member]
Revolving Credit Facility [Member]
USD ($)
Dec. 31, 2013
Corporate [Member]
Revolving Credit Facility [Member]
USD ($)
Mar. 31, 2014
Corporate [Member]
Revolving Credit Facility [Member]
Eurodollar Rate Borrowings [Member]
USD ($)
Mar. 31, 2014
Corporate [Member]
Revolving Credit Facility [Member]
Alternate Base Rate Borrowings [Member]
USD ($)
Mar. 31, 2014
SemMexico [Member]
Letter of Credit [Member]
USD ($)
Mar. 31, 2014
SemMexico [Member]
Letter of Credit [Member]
MXN ($)
Mar. 31, 2014
SemMexico [Member]
Letter of Credit [Member]
Minimum [Member]
Mar. 31, 2014
SemMexico [Member]
Letter of Credit [Member]
Maximum [Member]
Mar. 31, 2014
SemMexico [Member]
Revolving Credit Facility [Member]
USD ($)
Mar. 31, 2014
SemMexico [Member]
Revolving Credit Facility [Member]
MXN ($)
Mar. 31, 2014
SemMexico [Member]
Revolving Credit Agreements [Member]
USD ($)
Mar. 31, 2014
SemMexico [Member]
Revolving Credit Agreements [Member]
Additional Credit Agreement [Member]
USD ($)
Mar. 31, 2014
SemMexico [Member]
Revolving Credit Agreements [Member]
Additional Credit Agreement [Member]
MXN ($)
Mar. 31, 2014
Rose Rock Midstream L P [Member]
Bilateral Letter of Credit [Member]
USD ($)
Mar. 31, 2014
Rose Rock Midstream L P [Member]
Letter of Credit [Member]
USD ($)
Mar. 31, 2014
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
USD ($)
Mar. 31, 2013
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
USD ($)
Dec. 31, 2013
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
USD ($)
Mar. 31, 2014
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
Letter of Credit [Member]
USD ($)
Mar. 31, 2014
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
Eurodollar Rate Borrowings [Member]
USD ($)
Mar. 31, 2014
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
Alternate Base Rate Borrowings [Member]
USD ($)
Mar. 31, 2014
Rose Rock Midstream L P [Member]
1.75% Letter of Credit [Member]
Bilateral Letter of Credit [Member]
Mar. 31, 2014
Base Rate [Member]
Corporate [Member]
Revolving Credit Facility [Member]
Mar. 31, 2014
Base Rate [Member]
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
Mar. 31, 2014
Eurodollar [Member]
Corporate [Member]
Revolving Credit Facility [Member]
Mar. 31, 2014
Eurodollar [Member]
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
Mar. 31, 2014
Other Noncurrent Assets [Member]
Senior Notes [Member]
USD ($)
Mar. 31, 2014
Other Noncurrent Assets [Member]
Corporate [Member]
Revolving Credit Facility [Member]
USD ($)
Mar. 31, 2014
Other Noncurrent Assets [Member]
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
USD ($)
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense recorded
 
 
$ 5,800,000 
 
$ 1,800,000 
$ 1,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1,800,000 
$ 2,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Unamortized debt costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,000,000 
5,900,000 
4,600,000 
Maximum borrowing capacity
 
 
 
250,000,000 
500,000,000 
 
 
 
 
 
 
 
 
3,400,000 
44,000,000 
 
4,300,000 
56,000,000 
 
 
585,000,000 
 
 
150,000,000 
 
 
 
 
 
 
 
 
 
 
Borrowings outstanding
 
 
 
 
128,000,000 
 
70,000,000 
90,000,000 
38,000,000 
 
 
 
 
 
 
 
 
 
244,500,000 
 
245,000,000 
 
225,000,000 
19,500,000 
 
 
 
 
 
 
 
 
Letters of credit outstanding
 
 
 
4,000,000 
 
 
 
 
 
26,900,000 
352,000,000 
 
 
 
 
 
 
 
73,600,000 
42,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate in effect
 
 
 
2.25% 
 
 
 
 
 
 
 
0.45% 
1.00% 
 
 
 
 
 
 
1.75% 
 
 
 
 
 
 
1.75% 
4.50% 
4.00% 
2.48% 
1.99% 
 
 
 
Percentage of line of credit facility fronting fee
 
 
 
0.25% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.25% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Margin added to Prime Rate to determine effective interest rate
 
 
 
 
 
 
 
 
 
 
 
 
 
2.00% 
2.00% 
 
1.70% 
1.70% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Costs Capitalized
700,000 
900,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Fair Value
 
 
$ 326,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commitments and Contingencies - Purchase and sales commitments (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
bbl
Fixed Price Sales [Member]
 
Summary Of Purchase And Sale Commitments
 
Sale commitments, Volume (barrels)
115,000 
Sale commitments, Value
$ 11,525 
Floating Price Sales [Member]
 
Summary Of Purchase And Sale Commitments
 
Sale commitments, Volume (barrels)
13,901,000 
Sale commitments, Value
1,218,407 
Fixed Price Purchases [Member]
 
Summary Of Purchase And Sale Commitments
 
Purchase commitments, Volume (barrels)
100,000 
Purchase commitments, Value
9,027 
Floating Price Purchases [Member]
 
Summary Of Purchase And Sale Commitments
 
Purchase commitments, Volume (barrels)
11,593,000 
Purchase commitments, Value
$ 1,123,992 
Commitments and Contingencies (Details Textual) (USD $)
3 Months Ended 3 Months Ended 3 Months Ended
Mar. 31, 2014
sites
Dec. 31, 2013
Jun. 11, 2013
bbl
Aug. 18, 2011
Sem Crude [Member]
bbl
Mar. 31, 2014
Crude [Member]
sites
Mar. 31, 2014
SemGas [Member]
sites
Mar. 31, 2014
SemCAMS [Member]
Mar. 31, 2014
Minimum [Member]
Mar. 31, 2014
Maximum [Member]
Mar. 31, 2014
SemGas [Member]
Fractionization capacity
Mar. 31, 2014
SemGas [Member]
Pipeline transportation capacity [Member]
Mar. 31, 2014
SemGas [Member]
Commitments [Member]
Commitments and Contingencies (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
Loss contingency claims, number of barrels of crude oil claimed to be owed
 
 
 
141,000 
 
 
 
 
 
 
 
 
Barrels of crude oil determined to be missing
 
 
148,000 
 
 
 
 
 
 
 
 
 
Site contingency number of sites checked
 
 
 
 
 
 
 
 
 
Number of sites requiring remediation and water contamination as per phase two investigations
 
 
 
 
 
 
 
 
 
 
 
Asset retirement obligation liability
 
 
 
 
 
 
$ 40,900,000 
 
 
 
 
 
Estimated cost to retire facilities
 
 
 
 
 
 
97,500,000 
 
 
 
 
 
Notice required to cancel purchase agreements, days
 
 
 
 
 
 
 
30 days 
120 days 
 
 
 
Due under the contract
69,693,000 
83,429,000 
 
 
 
 
 
 
 
 
 
25,800 
Future obligations
 
 
 
 
 
 
 
 
 
$ 84,700,000 
$ 1,300,000 
 
Equity - Equity rollforward (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
SemGroup owners’ equity:
 
 
Beginning Balance
$ 1,213,863 
 
Net income (loss) attributable to SemGroup
19,738 
48,566 
Other comprehensive loss, net of income taxes
(2,972)
(5,058)
Distributions to noncontrolling interests
(6,398)
 
Dividends
(9,382)
 
Dividends, Share-based Compensation, Cash
(60)
 
Non-cash equity compensation
2,330 
 
Issuance of common stock under compensation plans
1,859 
 
Repurchase of common stock
(719)
 
Ending Balance
1,218,259 
 
Common Stock [Member]
 
 
SemGroup owners’ equity:
 
 
Beginning Balance
425 
 
Net income (loss) attributable to SemGroup
 
Other comprehensive loss, net of income taxes
 
Distributions to noncontrolling interests
 
Dividends
 
Dividends, Share-based Compensation, Cash
 
Non-cash equity compensation
 
Issuance of common stock under compensation plans
 
Repurchase of common stock
 
Ending Balance
427 
 
Additional Paid-In Capital [Member]
 
 
SemGroup owners’ equity:
 
 
Beginning Balance
1,154,516 
 
Net income (loss) attributable to SemGroup
 
Other comprehensive loss, net of income taxes
 
Distributions to noncontrolling interests
 
Dividends
(9,382)
 
Dividends, Share-based Compensation, Cash
(37)
 
Non-cash equity compensation
2,070 
 
Issuance of common stock under compensation plans
1,857 
 
Repurchase of common stock
 
Ending Balance
1,149,024 
 
Treasury Stock [Member]
 
 
SemGroup owners’ equity:
 
 
Beginning Balance
(613)
 
Net income (loss) attributable to SemGroup
 
Other comprehensive loss, net of income taxes
 
Distributions to noncontrolling interests
 
Dividends
 
Dividends, Share-based Compensation, Cash
 
Non-cash equity compensation
 
Issuance of common stock under compensation plans
 
Repurchase of common stock
(719)
 
Ending Balance
(1,332)
 
Accumulated Deficit [Member]
 
 
SemGroup owners’ equity:
 
 
Beginning Balance
(97,572)
 
Net income (loss) attributable to SemGroup
13,588 
 
Other comprehensive loss, net of income taxes
 
Distributions to noncontrolling interests
 
Dividends
 
Dividends, Share-based Compensation, Cash
 
Non-cash equity compensation
 
Issuance of common stock under compensation plans
 
Repurchase of common stock
 
Ending Balance
(83,984)
 
Accumulated Other Comprehensive Income (Loss) [Member]
 
 
SemGroup owners’ equity:
 
 
Beginning Balance
(2,854)
 
Net income (loss) attributable to SemGroup
 
Other comprehensive loss, net of income taxes
(2,972)
 
Distributions to noncontrolling interests
 
Dividends
 
Dividends, Share-based Compensation, Cash
 
Non-cash equity compensation
 
Issuance of common stock under compensation plans
 
Repurchase of common stock
 
Ending Balance
(5,826)
 
Noncontrolling Interest [Member]
 
 
SemGroup owners’ equity:
 
 
Beginning Balance
159,961 
 
Net income (loss) attributable to SemGroup
6,150 
 
Other comprehensive loss, net of income taxes
 
Distributions to noncontrolling interests
(6,398)
 
Dividends
 
Dividends, Share-based Compensation, Cash
(23)
 
Non-cash equity compensation
260 
 
Issuance of common stock under compensation plans
 
Repurchase of common stock
 
Ending Balance
$ 159,950 
 
Equity - Accumulated other comprehensive income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Components of Accumulated Other Comprehensive Loss
 
Beginning Balance
$ (2,854)
Currency translation adjustment, net of income tax benefit of $1,850
(2,970)
Changes related to benefit plans, net of income tax benefit
(2)
Ending Balance
(5,826)
Currency Translation [Member]
 
Components of Accumulated Other Comprehensive Loss
 
Beginning Balance
(4,508)
Currency translation adjustment, net of income tax benefit of $1,850
(2,970)
Changes related to benefit plans, net of income tax benefit
Ending Balance
(7,478)
Employee Benefit Plans [Member]
 
Components of Accumulated Other Comprehensive Loss
 
Beginning Balance
1,654 
Currency translation adjustment, net of income tax benefit of $1,850
Changes related to benefit plans, net of income tax benefit
(2)
Ending Balance
$ 1,652 
Equity Equity - Dividends (Details)
1 Months Ended 0 Months Ended 1 Months Ended 3 Months Ended
May 19, 2014
Mar. 10, 2014
Nov. 22, 2013
Aug. 19, 2013
May 30, 2013
Mar. 31, 2014
Second quarter 2013 dividend [Member]
Mar. 31, 2014
Third quarter 2013 dividend [Member]
Mar. 31, 2014
Fourth quarter 2013 dividend [Member]
Mar. 31, 2014
First quarter 2014 dividend [Member]
Mar. 31, 2014
Second quarter 2014 dividend [Member] [Member]
Dividends Payable [Line Items]
 
 
 
 
 
 
 
 
 
 
Common Stock, Dividends, Per Share, Cash Paid
 
 
$ 0.21 
$ 0.20 
$ 0.19 
 
 
 
 
 
Dividends Payable, Date Declared
 
 
 
 
 
May 08, 2013 
Aug. 08, 2013 
Nov. 11, 2013 
Feb. 25, 2014 
May 08, 2014 
Dividends Payable, Date of Record
 
 
 
 
 
May 20, 2013 
Aug. 19, 2013 
Nov. 22, 2013 
Mar. 10, 2014 
May 19, 2014 
Common Stock, Dividends, Per Share, Declared
$ 0.24 
$ 0.22 
 
 
 
 
 
 
 
 
Dividends Payable, Date to be Paid
May 29, 2014 
Mar. 20, 2014 
Dec. 03, 2013 
Aug. 30, 2013 
May 30, 2013 
 
 
 
 
 
Equity (Details Textual) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
EQUITY (Textual) [Abstract]
 
 
 
Employee Stock Purchase Plan shares issued during period
 
3,440 
 
Shares of vested stock awards sold back to satisfy tax obligations
 
11,120 
 
Outstanding unvested equity compensation awards
 
522,000 
 
Additional equity compensation awards that could vest if certain targets are achieved
 
184,000 
 
Number of Class A shares equal to unvested dividend rights
 
1,518 
 
Share Price
 
$ 65.68 
 
Equity compensation awards granted during the period
63,766 
134,246 
 
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period
5 years 
 
 
Weighted average grant date fair value of equity awards granted during the period
 
$ 82.80 
 
Warrants issued
 
1,360,823 
 
Warrant liability
 
$ 57,155 
$ 58,134 
Closing price of warrants
 
$ 42.00 
 
Income tax expense, related to change in benefit plans
 
 
Other Comprehensive Income (Loss), Foreign Currency Translation Gain (Loss) Arising During Period, Tax
 
(1,850)
 
Warrants Issued On Emergence Date [Member]
 
 
 
EQUITY (Textual) [Abstract]
 
 
 
Warrants issued
 
1,634,210 
 
Warrants Subsequently Issued In Settlement Of Pre-Petition Claims [Member]
 
 
 
EQUITY (Textual) [Abstract]
 
 
 
Warrants issued
 
241,264 
 
Class of Warrant or Right, To Be Issued
 
544,737 
 
Warrants Exercised [Member]
 
 
 
EQUITY (Textual) [Abstract]
 
 
 
Warrants issued
 
 
Stock Compensation Plan [Member]
 
 
 
EQUITY (Textual) [Abstract]
 
 
 
Vested common stock
 
136,528 
 
Equity settled UUD [Member]
 
 
 
EQUITY (Textual) [Abstract]
 
 
 
Unvested Dividend Equivalent Value
 
100 
 
Cash settled UUD [Member]
 
 
 
EQUITY (Textual) [Abstract]
 
 
 
Unvested Dividend Equivalent Value
 
$ 108 
 
Earnings Per Share - Basic (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Basic earnings per share
 
 
Income (loss)
$ 19,743 
$ 48,534 
Income (loss) from discontinued operations, net of income taxes
(5)
32 
Net income
19,738 
48,566 
Less: net income attributable to noncontrolling interests
6,150 
5,143 
Numerator
13,588 
43,423 
Common stock issued and to be issued pursuant to Plan of Reorganization
41,400 
41,400 
Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,231 
670 
Denominator, Net, Basic
42,631 
42,070 
Basic earnings (loss) per share, Net
$ 0.32 
$ 1.03 
Continuing Operations [Member]
 
 
Basic earnings per share
 
 
Income (loss)
19,743 
48,534 
Less: net income attributable to noncontrolling interests
6,150 
5,143 
Numerator
13,593 
43,391 
Common stock issued and to be issued pursuant to Plan of Reorganization
41,400 
41,400 
Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,231 
670 
Denominator, Net, Basic
42,631 
42,070 
Basic earnings per share, Continuing Operations
$ 0.32 
$ 1.03 
Discontinued Operations [Member]
 
 
Basic earnings per share
 
 
Income (loss) from discontinued operations, net of income taxes
(5)
32 
Less: net income attributable to noncontrolling interests
Numerator
$ (5)
$ 32 
Common stock issued and to be issued pursuant to Plan of Reorganization
41,400 
41,400 
Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,231 
670 
Denominator, Net, Basic
42,631 
42,070 
Basic earnings per share, Discontinued Operations
$ 0.00 
$ 0.00 
Earnings Per Share - Diluted (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Diluted earnings per share
 
 
Income (loss)
$ 19,743 
$ 48,534 
Income (loss) from discontinued operations, net of income taxes
(5)
32 
Net income
19,738 
48,566 
Less: net income attributable to noncontrolling interests
6,150 
5,143 
Less: Income resulting from the change in fair value of warrants
980 
 
Numerator
12,608 
43,423 
Common stock issued and to be issued pursuant to Plan of Reorganization
41,400 
41,400 
Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,231 
670 
Effect of warrants outstanding
825 
 
Effect of dilutive securities
305 
276 
Denominator, Net, Diluted
43,761 
42,346 
Diluted earnings (loss) per share, Net
$ 0.29 
$ 1.03 
Continuing Operations [Member]
 
 
Diluted earnings per share
 
 
Income (loss)
19,743 
48,534 
Less: net income attributable to noncontrolling interests
6,150 
5,143 
Less: Income resulting from the change in fair value of warrants
980 
 
Numerator
12,613 
43,391 
Common stock issued and to be issued pursuant to Plan of Reorganization
41,400 
41,400 
Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,231 
670 
Effect of warrants outstanding
825 
 
Effect of dilutive securities
305 
276 
Denominator, Net, Diluted
43,761 
42,346 
Diluted earnings per share, Continuing Operations
$ 0.29 
$ 1.02 
Discontinued Operations [Member]
 
 
Diluted earnings per share
 
 
Income (loss) from discontinued operations, net of income taxes
(5)
32 
Less: net income attributable to noncontrolling interests
Less: Income resulting from the change in fair value of warrants
 
Numerator
$ (5)
$ 32 
Common stock issued and to be issued pursuant to Plan of Reorganization
41,400 
41,400 
Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,231 
670 
Effect of warrants outstanding
825 
 
Effect of dilutive securities
305 
276 
Denominator, Net, Diluted
43,761 
42,346 
Diluted earnings per share, Discontinued Operations
$ 0.00 
$ 0.00 
Earnings Per Share (Details Textual) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2013
Earnings Per Share (Textual) [Abstract]
 
Expense on the change in the fair value of the warrants
$ 25.8 
Supplemental Cash Flow Information - Operating assets and liabilities (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Components of operating assets and liabilities
 
 
Decrease (increase) in restricted cash
$ (2,585)
$ 25 
Decrease (increase) in accounts receivable
(58,879)
(5,014)
Decrease (increase) in receivable from affiliates
14,992 
1,070 
Decrease (increase) in inventories
3,715 
(3,153)
Decrease (increase) in derivatives and margin deposits
(546)
764 
Decrease (increase) in other current assets
1,636 
4,333 
Decrease (increase) in other assets
(33)
14 
Increase (decrease) in accounts payable and accrued liabilities
49,754 
(2,756)
Increase (decrease) in payable to affiliates
(24,075)
Increase (decrease) in payables to pre-petition creditors
(2)
(16)
Increase (decrease) in other noncurrent liabilities
(2,525)
(578)
Total changes in operating assets and liabilities
$ (18,548)
$ (5,311)
Supplemental Cash Flow Information Supplemental Cash Flow Information (Details Textual) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Tax effect of adjustment to APIC from sale of equity investment to less than wholly owned subsidiary
 
$ 33.7 
Interest Paid
3.6 
0.6 
Income Taxes Paid, Net
12.2 
1.3 
Capital Expenditures Incurred but Not yet Paid
10.0 
5.8 
Noncontrolling Interest [Member]
 
 
Sale of interest in equity investment to related party
 
90.5 
Additional Paid-in Capital [Member]
 
 
Sale of interest in equity investment to related party
 
$ (56.8)
Semcrude Pipeline [Member]
 
 
Equity method investment, ownership percentage
33.00% 
 
Related Party Transactions - Transactions with NGL Energy (Details) (NGL Energy [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
NGL Energy [Member]
 
 
Related Party Transaction
 
 
Revenues
$ 172,438 
$ 178,714 
Related Party Transaction, Purchases from Related Party
157,691 
139,924 
Reimbursements from NGL Energy for transition services
$ 42 
$ 90 
Related Party Transactions (Details Textual) (USD $)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
White Cliffs Pipeline, L.L.C. [Member]
 
 
Related Party Transactions (Textual) [Abstract]
 
 
Revenues
$ 800,000 
$ 600,000 
Related Party Transaction, Expenses from Transactions with Related Party
900,000 
 
Law Firm [Member]
 
 
Related Party Transactions (Textual) [Abstract]
 
 
Legal fees
300,000 
500,000 
White Cliffs Pipeline, L.L.C. [Member] |
Law Firm [Member]
 
 
Related Party Transactions (Textual) [Abstract]
 
 
Legal fees
$ 54,000 
 
Condensed Consolidating Guarantor Financial Statements - Balance Sheets (Details) (USD $)
Mar. 31, 2014
Dec. 31, 2013
Mar. 31, 2013
Dec. 31, 2012
Current assets:
 
 
 
 
Cash and cash equivalents
$ 74,958,000 
$ 79,351,000 
$ 77,352,000 
$ 80,029,000 
Restricted cash
7,672,000 
5,119,000 
 
 
Accounts receivable, net
381,149,000 
323,965,000 
 
 
Receivable from affiliates
52,281,000 
67,273,000 
 
 
Inventories
38,822,000 
44,295,000 
 
 
Other current assets
11,826,000 
14,011,000 
 
 
Total current assets
566,708,000 
534,014,000 
 
 
Property, plant and equipment, net
1,137,540,000 
1,105,728,000 
 
 
Equity method investments
593,538,000 
565,124,000 
 
 
Goodwill
61,923,000 
62,021,000 
 
 
Other intangible assets, net
171,801,000 
174,838,000 
 
 
Other noncurrent assets, net
29,884,000 
28,889,000 
 
 
Total assets
2,561,394,000 
2,470,614,000 
 
 
Current liabilities:
 
 
 
 
Accounts payable
323,520,000 
254,467,000 
 
 
Payable to affiliates
38,203,000 
62,279,000 
 
 
Accrued liabilities
69,693,000 
83,429,000 
 
 
Payables to pre-petition creditors
3,179,000 
3,177,000 
 
 
Deferred revenue
23,204,000 
25,538,000 
 
 
Warrant liability
57,155,000 
58,134,000 
 
 
Other current liabilities
5,742,000 
12,153,000 
 
 
Current portion of long-term debt
38,000 
37,000 
 
 
Total current liabilities
520,734,000 
499,214,000 
 
 
Long-term debt
672,578,000 
615,088,000 
 
 
Deferred income taxes
108,761,000 
100,945,000 
 
 
Other noncurrent liabilities
41,062,000 
41,504,000 
 
 
Commitments and contingencies
   
   
 
 
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
1,058,309,000 
1,053,902,000 
 
 
Noncontrolling interests in consolidated subsidiaries
159,950,000 
159,961,000 
 
 
Total owners’ equity
1,218,259,000 
1,213,863,000 
 
 
Total liabilities and owners’ equity
2,561,394,000 
2,470,614,000 
 
 
Parent Company [Member]
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
4,491,000 
2,545,000 
13,371,000 
19,123,000 
Restricted cash
3,855,000 
3,851,000 
 
 
Accounts receivable, net
640,000 
649,000 
 
 
Receivable from affiliates
762,000 
1,519,000 
 
 
Inventories
 
 
Other current assets
8,072,000 
8,712,000 
 
 
Total current assets
17,820,000 
17,276,000 
 
 
Property, plant and equipment, net
3,921,000 
4,114,000 
 
 
Equity method investments
1,575,400,000 
1,511,922,000 
 
 
Goodwill
 
 
Other intangible assets, net
29,000 
31,000 
 
 
Other noncurrent assets, net
16,682,000 
15,263,000 
 
 
Total assets
1,613,852,000 
1,548,606,000 
 
 
Current liabilities:
 
 
 
 
Accounts payable
244,000 
1,172,000 
 
 
Payable to affiliates
171,000 
17,000 
 
 
Accrued liabilities
10,311,000 
10,072,000 
 
 
Payables to pre-petition creditors
3,128,000 
3,124,000 
 
 
Deferred revenue
 
 
Warrant liability
57,155,000 
58,134,000 
 
 
Other current liabilities
877,000 
3,741,000 
 
 
Current portion of long-term debt
 
 
Total current liabilities
71,886,000 
76,260,000 
 
 
Long-term debt
428,000,000 
370,000,000 
 
 
Deferred income taxes
55,649,000 
48,436,000 
 
 
Other noncurrent liabilities
8,000 
8,000 
 
 
Commitments and contingencies
   
   
 
 
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
1,058,309,000 
1,053,902,000 
 
 
Noncontrolling interests in consolidated subsidiaries
 
 
Total owners’ equity
1,058,309,000 
1,053,902,000 
 
 
Total liabilities and owners’ equity
1,613,852,000 
1,548,606,000 
 
 
Guarantor Subsidiaries [Member]
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
Restricted cash
 
 
Accounts receivable, net
23,152,000 
14,642,000 
 
 
Receivable from affiliates
15,096,000 
14,063,000 
 
 
Inventories
(682,000)
1,046,000 
 
 
Other current assets
56,000 
193,000 
 
 
Total current assets
37,622,000 
29,944,000 
 
 
Property, plant and equipment, net
403,988,000 
366,067,000 
 
 
Equity method investments
561,556,000 
461,056,000 
 
 
Goodwill
23,839,000 
23,839,000 
 
 
Other intangible assets, net
161,361,000 
163,144,000 
 
 
Other noncurrent assets, net
1,339,000 
1,302,000 
 
 
Total assets
1,189,705,000 
1,045,352,000 
 
 
Current liabilities:
 
 
 
 
Accounts payable
30,690,000 
24,234,000 
 
 
Payable to affiliates
28,000 
115,000 
 
 
Accrued liabilities
14,874,000 
17,341,000 
 
 
Payables to pre-petition creditors
 
 
Deferred revenue
 
 
Warrant liability
 
 
Other current liabilities
710,000 
715,000 
 
 
Current portion of long-term debt
 
 
Total current liabilities
46,302,000 
42,405,000 
 
 
Long-term debt
 
 
Deferred income taxes
 
 
Other noncurrent liabilities
 
 
Commitments and contingencies
   
   
 
 
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
1,143,403,000 
1,002,947,000 
 
 
Noncontrolling interests in consolidated subsidiaries
 
 
Total owners’ equity
1,143,403,000 
1,002,947,000 
 
 
Total liabilities and owners’ equity
1,189,705,000 
1,045,352,000 
 
 
Non-Guarantor Subsidiaries [Member]
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
72,440,000 
78,364,000 
71,684,000 
63,844,000 
Restricted cash
3,817,000 
1,268,000 
 
 
Accounts receivable, net
357,357,000 
308,674,000 
 
 
Receivable from affiliates
40,995,000 
56,040,000 
 
 
Inventories
39,504,000 
43,249,000 
 
 
Other current assets
3,698,000 
5,106,000 
 
 
Total current assets
517,811,000 
492,701,000 
 
 
Property, plant and equipment, net
729,631,000 
735,547,000 
 
 
Equity method investments
169,000,000 
159,321,000 
 
 
Goodwill
38,084,000 
38,182,000 
 
 
Other intangible assets, net
10,411,000 
11,663,000 
 
 
Other noncurrent assets, net
11,863,000 
12,324,000 
 
 
Total assets
1,476,800,000 
1,449,738,000 
 
 
Current liabilities:
 
 
 
 
Accounts payable
292,586,000 
229,061,000 
 
 
Payable to affiliates
42,576,000 
67,062,000 
 
 
Accrued liabilities
44,513,000 
56,011,000 
 
 
Payables to pre-petition creditors
51,000 
53,000 
 
 
Deferred revenue
23,204,000 
25,538,000 
 
 
Warrant liability
 
 
Other current liabilities
4,155,000 
7,697,000 
 
 
Current portion of long-term debt
38,000 
37,000 
 
 
Total current liabilities
407,123,000 
385,459,000 
 
 
Long-term debt
244,578,000 
245,088,000 
 
 
Deferred income taxes
53,112,000 
52,509,000 
 
 
Other noncurrent liabilities
41,054,000 
41,496,000 
 
 
Commitments and contingencies
   
   
 
 
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
570,983,000 
565,225,000 
 
 
Noncontrolling interests in consolidated subsidiaries
159,950,000 
159,961,000 
 
 
Total owners’ equity
730,933,000 
725,186,000 
 
 
Total liabilities and owners’ equity
1,476,800,000 
1,449,738,000 
 
 
Consolidation, Eliminations [Member]
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
(1,973,000)
(1,558,000)
(7,703,000)
(2,938,000)
Restricted cash
 
 
Accounts receivable, net
 
 
Receivable from affiliates
(4,572,000)
(4,349,000)
 
 
Inventories
 
 
Other current assets
 
 
Total current assets
(6,545,000)
(5,907,000)
 
 
Property, plant and equipment, net
 
 
Equity method investments
(1,712,418,000)
(1,567,175,000)
 
 
Goodwill
 
 
Other intangible assets, net
 
 
Other noncurrent assets, net
 
 
Total assets
(1,718,963,000)
(1,573,082,000)
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
 
Payable to affiliates
(4,572,000)
(4,915,000)
 
 
Accrued liabilities
(5,000)
5,000 
 
 
Payables to pre-petition creditors
 
 
Deferred revenue
 
 
Warrant liability
 
 
Other current liabilities
 
 
Current portion of long-term debt
 
 
Total current liabilities
(4,577,000)
(4,910,000)
 
 
Long-term debt
 
 
Deferred income taxes
 
 
Other noncurrent liabilities
 
 
Commitments and contingencies
   
   
 
 
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
(1,714,386,000)
(1,568,172,000)
 
 
Noncontrolling interests in consolidated subsidiaries
 
 
Total owners’ equity
(1,714,386,000)
(1,568,172,000)
 
 
Total liabilities and owners’ equity
$ (1,718,963,000)
$ (1,573,082,000)
 
 
Condensed Consolidating Guarantor Financial Statements - Statements of Operations (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Revenues:
 
 
Product
$ 427,030 
$ 235,629 
Service
48,507 
27,657 
Other
23,346 
24,410 
Revenue
498,883 
287,696 
Expenses:
 
 
Cost of products sold
385,113 
212,369 
Operating
50,778 
40,771 
General and administrative
18,736 
17,037 
Depreciation and amortization
23,637 
12,636 
Gain on disposal of long-lived assets, net
(58)
(162)
Total expenses
478,206 
282,651 
Earnings from equity method investments
14,962 
17,345 
Gain on issuance of common units by equity method investee
8,127 
Operating income
43,766 
22,390 
Other expenses (income):
 
 
Interest expense
9,227 
2,396 
Foreign currency transaction gain
(683)
(167)
Other expense (income), net
(1,047)
25,633 
Total other expenses, net
7,497 
27,862 
Income from continuing operations
19,743 
48,534 
Income tax expense (benefit)
16,526 
(54,006)
Income (loss) from continuing operations before income taxes
36,269 
(5,472)
Income (loss) from discontinued operations, net of income taxes
(5)
32 
Net income
19,738 
48,566 
Less: net income attributable to noncontrolling interests
6,150 
5,143 
Net income attributable to SemGroup
13,588 
43,423 
Other comprehensive loss, net of income taxes
(2,972)
(5,058)
Comprehensive income
16,766 
43,508 
Less: comprehensive income attributable to noncontrolling interests
6,150 
5,143 
Comprehensive income attributable to SemGroup
10,616 
38,365 
Parent Company [Member]
 
 
Revenues:
 
 
Product
Service
Other
Revenue
Expenses:
 
 
Cost of products sold
Operating
General and administrative
4,533 
3,918 
Depreciation and amortization
435 
525 
Gain on disposal of long-lived assets, net
Total expenses
4,968 
4,443 
Earnings from equity method investments
20,902 
16,866 
Gain on issuance of common units by equity method investee
8,127 
 
Operating income
24,061 
12,423 
Other expenses (income):
 
 
Interest expense
2,490 
(2,016)
Foreign currency transaction gain
Other expense (income), net
(1,797)
24,434 
Total other expenses, net
693 
22,418 
Income from continuing operations
13,588 
43,423 
Income tax expense (benefit)
9,780 
(53,418)
Income (loss) from continuing operations before income taxes
23,368 
(9,995)
Income (loss) from discontinued operations, net of income taxes
Net income
13,588 
43,423 
Less: net income attributable to noncontrolling interests
Net income attributable to SemGroup
13,588 
43,423 
Other comprehensive loss, net of income taxes
(746)
1,416 
Comprehensive income
12,842 
44,839 
Less: comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to SemGroup
12,842 
44,839 
Guarantor Subsidiaries [Member]
 
 
Revenues:
 
 
Product
98,125 
37,634 
Service
2,810 
248 
Other
Revenue
100,935 
37,882 
Expenses:
 
 
Cost of products sold
77,534 
28,474 
Operating
7,350 
3,971 
General and administrative
2,291 
2,036 
Depreciation and amortization
5,764 
1,978 
Gain on disposal of long-lived assets, net
10 
Total expenses
92,949 
36,467 
Earnings from equity method investments
16,627 
18,547 
Gain on issuance of common units by equity method investee
 
Operating income
24,613 
19,962 
Other expenses (income):
 
 
Interest expense
4,079 
803 
Foreign currency transaction gain
Other expense (income), net
158 
Total other expenses, net
4,079 
961 
Income from continuing operations
20,534 
19,001 
Income tax expense (benefit)
Income (loss) from continuing operations before income taxes
20,534 
19,001 
Income (loss) from discontinued operations, net of income taxes
30 
Net income
20,534 
19,031 
Less: net income attributable to noncontrolling interests
Net income attributable to SemGroup
20,534 
19,031 
Other comprehensive loss, net of income taxes
Comprehensive income
20,534 
19,031 
Less: comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to SemGroup
20,534 
19,031 
Non-Guarantor Subsidiaries [Member]
 
 
Revenues:
 
 
Product
338,797 
202,064 
Service
45,697 
27,409 
Other
23,346 
24,410 
Revenue
407,840 
253,883 
Expenses:
 
 
Cost of products sold
317,471 
187,964 
Operating
43,428 
36,800 
General and administrative
11,912 
11,083 
Depreciation and amortization
17,438 
10,133 
Gain on disposal of long-lived assets, net
(68)
(170)
Total expenses
390,181 
245,810 
Earnings from equity method investments
7,404 
10,439 
Gain on issuance of common units by equity method investee
 
Operating income
25,063 
18,512 
Other expenses (income):
 
 
Interest expense
3,475 
7,412 
Foreign currency transaction gain
(683)
(167)
Other expense (income), net
(67)
(2,762)
Total other expenses, net
2,725 
4,483 
Income from continuing operations
15,592 
14,617 
Income tax expense (benefit)
6,746 
(588)
Income (loss) from continuing operations before income taxes
22,338 
14,029 
Income (loss) from discontinued operations, net of income taxes
(5)
Net income
15,587 
14,619 
Less: net income attributable to noncontrolling interests
6,150 
5,143 
Net income attributable to SemGroup
9,437 
9,476 
Other comprehensive loss, net of income taxes
(2,226)
(6,474)
Comprehensive income
13,361 
8,145 
Less: comprehensive income attributable to noncontrolling interests
6,150 
5,143 
Comprehensive income attributable to SemGroup
7,211 
3,002 
Consolidation, Eliminations [Member]
 
 
Revenues:
 
 
Product
(9,892)
(4,069)
Service
Other
Revenue
(9,892)
(4,069)
Expenses:
 
 
Cost of products sold
(9,892)
(4,069)
Operating
General and administrative
Depreciation and amortization
Gain on disposal of long-lived assets, net
Total expenses
(9,892)
(4,069)
Earnings from equity method investments
(29,971)
(28,507)
Gain on issuance of common units by equity method investee
 
Operating income
(29,971)
(28,507)
Other expenses (income):
 
 
Interest expense
(817)
(3,803)
Foreign currency transaction gain
Other expense (income), net
817 
3,803 
Total other expenses, net
Income from continuing operations
(29,971)
(28,507)
Income tax expense (benefit)
Income (loss) from continuing operations before income taxes
(29,971)
(28,507)
Income (loss) from discontinued operations, net of income taxes
Net income
(29,971)
(28,507)
Less: net income attributable to noncontrolling interests
Net income attributable to SemGroup
(29,971)
(28,507)
Other comprehensive loss, net of income taxes
Comprehensive income
(29,971)
(28,507)
Less: comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to SemGroup
$ (29,971)
$ (28,507)
Condensed Consolidating Guarantor Financial Statements - Cash Flow Statements (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Condensed Cash Flow Statements, Captions [Line Items]
 
 
Net cash provided by operating activities
$ 28,898 
$ 27,303 
Cash flows from investing activities:
 
 
Capital expenditures
(56,753)
(21,906)
Proceeds from sale of long-lived assets
695 
167 
Investments in non-consolidated subsidiaries
(24,251)
(36,425)
Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream L.P.
 
Distributions in excess of equity in earnings of affiliates
2,505 
1,114 
Net cash used in investing activities
(77,804)
(57,050)
Cash flows from financing activities:
 
 
Debt issuance costs
(155)
(1,612)
Borrowings on credit facilities
186,000 
229,474 
Principal payments on credit facilities and other obligations
(128,509)
(255,006)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
57,886 
Distributions to noncontrolling interests
(6,398)
(3,624)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
(719)
(371)
Dividends paid
(9,382)
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options
88 
Excess Tax Benefit from Share-based Compensation, Financing Activities
1,650 
Intercompany borrowings (advances), net
Net cash provided by (used in) financing activities
42,575 
26,747 
Effect of exchange rate changes on cash and cash equivalents
1,938 
323 
Change in cash and cash equivalents
(4,393)
(2,677)
Cash and cash equivalents at beginning of period
79,351 
80,029 
Cash and cash equivalents at end of period
74,958 
77,352 
Parent Company [Member]
 
 
Condensed Cash Flow Statements, Captions [Line Items]
 
 
Net cash provided by operating activities
1,079 
4,488 
Cash flows from investing activities:
 
 
Capital expenditures
(242)
(279)
Proceeds from sale of long-lived assets
Investments in non-consolidated subsidiaries
Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream L.P.
 
189,500 
Distributions in excess of equity in earnings of affiliates
Net cash used in investing activities
(242)
189,221 
Cash flows from financing activities:
 
 
Debt issuance costs
(93)
Borrowings on credit facilities
140,000 
33,500 
Principal payments on credit facilities and other obligations
(82,000)
(211,500)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
 
Distributions to noncontrolling interests
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
(719)
(371)
Dividends paid
(9,382)
 
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options
88 
 
Excess Tax Benefit from Share-based Compensation, Financing Activities
1,650 
 
Intercompany borrowings (advances), net
(48,435)
(21,090)
Net cash provided by (used in) financing activities
1,109 
(199,461)
Effect of exchange rate changes on cash and cash equivalents
Change in cash and cash equivalents
1,946 
(5,752)
Cash and cash equivalents at beginning of period
2,545 
19,123 
Cash and cash equivalents at end of period
4,491 
13,371 
Guarantor Subsidiaries [Member]
 
 
Condensed Cash Flow Statements, Captions [Line Items]
 
 
Net cash provided by operating activities
10,532 
6,877 
Cash flows from investing activities:
 
 
Capital expenditures
(42,272)
(11,163)
Proceeds from sale of long-lived assets
11 
(5)
Investments in non-consolidated subsidiaries
(11,099)
(13,376)
Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream L.P.
 
Distributions in excess of equity in earnings of affiliates
Net cash used in investing activities
(53,360)
(24,544)
Cash flows from financing activities:
 
 
Debt issuance costs
Borrowings on credit facilities
Principal payments on credit facilities and other obligations
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
 
Distributions to noncontrolling interests
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
Dividends paid
 
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options
 
Excess Tax Benefit from Share-based Compensation, Financing Activities
 
Intercompany borrowings (advances), net
42,828 
17,667 
Net cash provided by (used in) financing activities
42,828 
17,667 
Effect of exchange rate changes on cash and cash equivalents
Change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Non-Guarantor Subsidiaries [Member]
 
 
Condensed Cash Flow Statements, Captions [Line Items]
 
 
Net cash provided by operating activities
23,174 
21,028 
Cash flows from investing activities:
 
 
Capital expenditures
(14,239)
(10,464)
Proceeds from sale of long-lived assets
684 
172 
Investments in non-consolidated subsidiaries
(13,152)
(23,049)
Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream L.P.
 
Distributions in excess of equity in earnings of affiliates
2,505 
1,114 
Net cash used in investing activities
(24,202)
(32,227)
Cash flows from financing activities:
 
 
Debt issuance costs
(62)
(1,612)
Borrowings on credit facilities
46,000 
195,974 
Principal payments on credit facilities and other obligations
(46,509)
(43,506)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
 
57,886 
Distributions to noncontrolling interests
(6,398)
(3,624)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
Dividends paid
 
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options
 
Excess Tax Benefit from Share-based Compensation, Financing Activities
 
Intercompany borrowings (advances), net
135 
(186,402)
Net cash provided by (used in) financing activities
(6,834)
18,716 
Effect of exchange rate changes on cash and cash equivalents
1,938 
323 
Change in cash and cash equivalents
(5,924)
7,840 
Cash and cash equivalents at beginning of period
78,364 
63,844 
Cash and cash equivalents at end of period
72,440 
71,684 
Consolidation, Eliminations [Member]
 
 
Condensed Cash Flow Statements, Captions [Line Items]
 
 
Net cash provided by operating activities
(5,887)
(5,090)
Cash flows from investing activities:
 
 
Capital expenditures
Proceeds from sale of long-lived assets
Investments in non-consolidated subsidiaries
Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream L.P.
 
(189,500)
Distributions in excess of equity in earnings of affiliates
Net cash used in investing activities
(189,500)
Cash flows from financing activities:
 
 
Debt issuance costs
Borrowings on credit facilities
Principal payments on credit facilities and other obligations
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
 
Distributions to noncontrolling interests
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
Dividends paid
 
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Excluding Stock Options
 
Excess Tax Benefit from Share-based Compensation, Financing Activities
 
Intercompany borrowings (advances), net
5,472 
189,825 
Net cash provided by (used in) financing activities
5,472 
189,825 
Effect of exchange rate changes on cash and cash equivalents
Change in cash and cash equivalents
(415)
(4,765)
Cash and cash equivalents at beginning of period
(1,558)
(2,938)
Cash and cash equivalents at end of period
$ (1,973)
$ (7,703)
Condensed Consolidating Guarantor Financial Statements (Details Textual)
Mar. 31, 2014
Guarantor Subsidiaries [Member]
 
Condensed Financial Statements, Captions [Line Items]
 
Equity method investment, ownership percentage
100.00% 
Semcrude Pipeline [Member]
 
Condensed Financial Statements, Captions [Line Items]
 
Equity method investment, ownership percentage
33.00% 
Acquisitions (Details Textual) (USD $)
0 Months Ended 3 Months Ended
Aug. 1, 2013
Mid-America Midstream Gas Services, LLC [Member]
Sep. 2, 2013
Barcas Field Services, LLC [Member]
Mar. 31, 2014
Barcas Field Services, LLC [Member]
Mar. 31, 2014
SemStream [Member]
General Partner [Member]
NGL Energy Partners LP [Member]
Aug. 6, 2013
SemStream [Member]
General Partner [Member]
NGL Energy Partners LP [Member]
Additional interest acquired [Member]
Business Acquisition [Line Items]
 
 
 
 
 
Payments to acquire businesses
$ 313,500,000 
$ 49,000,000 
 
 
 
Goodwill, Purchase Accounting Adjustments
 
 
$ 100,000 
 
 
Equity method investment, ownership percentage
 
 
 
11.78% 
5.36%