SEMGROUP CORP, 10-Q filed on 8/8/2014
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2014
Jul. 31, 2014
Class A
Jul. 31, 2014
Class B
Document Type
10-Q 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Jun. 30, 2014 
 
 
Document Fiscal Period Focus
Q2 
 
 
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
 
42,642,965 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Current assets:
 
 
Cash and cash equivalents
$ 75,338 
$ 79,351 
Restricted cash
7,416 
5,119 
Accounts receivable (net of allowance of $3,268 and $3,661, respectively)
334,229 
323,965 
Accounts and Other Receivables, Net, Current
391,915 
Receivable from affiliates
29,801 
67,273 
Inventories
44,380 
44,295 
Other current assets
20,765 
14,011 
Total current assets
903,844 
534,014 
Property, plant and equipment (net of accumulated depreciation of $212,882 and $188,720, respectively)
1,212,421 
1,105,728 
Equity method investments
633,375 
565,124 
Goodwill
69,019 
62,021 
Other intangible assets (net of accumulated amortization of $19,446 and $12,655, respectively)
170,235 
174,838 
Other noncurrent assets, net
33,550 
28,889 
Total assets
3,022,444 
2,470,614 
Current liabilities:
 
 
Accounts payable
261,280 
254,467 
Payable to affiliates
22,711 
62,279 
Accrued liabilities
70,350 
83,429 
Payables to pre-petition creditors
3,136 
3,177 
Warrant liability
76,084 
58,134 
Deferred revenue
22,237 
25,538 
Other current liabilities
575 
12,153 
Current portion of long-term debt
4,357 
37 
Total current liabilities
460,730 
499,214 
Long-term debt
1,213,068 
615,088 
Deferred income taxes
140,071 
100,945 
Other noncurrent liabilities
43,672 
41,504 
Commitments and contingencies (Note 9)
   
   
SemGroup owners’ equity:
 
 
Common stock, $0.01 par value (authorized - 100,000 shares; issued - 43,125 and 42,914 shares, respectively)
427 
425 
Additional paid-in capital
1,193,441 
1,154,516 
Treasury stock, at cost (485 and 438 shares, respectively)
(1,332)
(613)
Accumulated deficit
(101,668)
(97,572)
Accumulated other comprehensive loss
859 
(2,854)
Total SemGroup Corporation owners’ equity
1,091,727 
1,053,902 
Noncontrolling interests in consolidated subsidiaries
73,176 
159,961 
Total owners’ equity
1,164,903 
1,213,863 
Total liabilities and owners’ equity
$ 3,022,444 
$ 2,470,614 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Per Share data, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]
 
 
Allowance for doubtful accounts
$ 3,268 
$ 3,661 
Accumulated depreciation
212,882 
188,720 
Accumulated amortization
$ 19,446 
$ 12,655 
Common stock, $0.01 par value
$ 0.01 
$ 0.01 
Common stock shares authorized
100,000 
100,000 
Common stock shares issued
43,125 
42,914 
Treasury stock shares
485 
438 
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Revenues:
 
 
 
 
Product
$ 402,986 
$ 241,253 
$ 830,016 
$ 476,882 
Service
53,450 
31,678 
101,957 
59,335 
Other
25,788 
51,313 
49,134 
75,723 
Total revenues
482,224 
324,244 
981,107 
611,940 
Expenses:
 
 
 
 
Costs of products sold, exclusive of depreciation and amortization shown below
368,527 
212,709 
753,640 
425,078 
Operating
59,424 
69,682 
110,202 
110,453 
General and administrative
21,850 
16,898 
40,586 
33,935 
Depreciation and amortization
22,062 
12,814 
45,699 
25,450 
Loss (gain) on disposal of long-lived assets, net
19,315 
(376)
19,257 
(538)
Total expenses
491,178 
311,727 
969,384 
594,378 
Earnings from equity method investments
19,187 
14,861 
34,149 
32,206 
Gain on issuance of common units by equity method investee
8,127 
Operating income
10,233 
27,378 
53,999 
49,768 
Other expenses (income), net:
 
 
 
 
Interest expense
10,360 
4,495 
19,587 
6,891 
Foreign currency transaction loss (gain)
167 
(349)
(516)
(516)
Other expense, net
18,962 
6,467 
17,915 
32,100 
Total other expenses, net
29,489 
10,613 
36,986 
38,475 
Income (loss) from continuing operations before income taxes
(19,256)
16,765 
17,013 
11,293 
Income tax expense (benefit)
(6,672)
9,288 
9,854 
(44,718)
Income (loss) from continuing operations
(12,584)
7,477 
7,159 
56,011 
Income (loss) from discontinued operations, net of income taxes
35 
(5)
67 
Net income (loss)
(12,584)
7,512 
7,154 
56,078 
Less: net income attributable to noncontrolling interests
5,025 
3,943 
11,250 
9,065 
Net income (loss) attributable to SemGroup
(17,609)
3,569 
(4,096)
47,013 
Other comprehensive income (loss), net of income taxes
6,685 
(5,354)
3,713 
(10,412)
Comprehensive income (loss)
(5,899)
2,158 
10,867 
45,666 
Less: comprehensive income attributable to noncontrolling interests
5,025 
3,943 
11,250 
9,065 
Comprehensive income (loss) attributable to SemGroup
$ (10,924)
$ (1,785)
$ (383)
$ 36,601 
Net income (loss) per common share (Note 11):
 
 
 
 
Basic
$ (0.41)
$ 0.08 
$ (0.10)
$ 1.12 
Diluted
$ (0.41)
$ 0.08 
$ (0.10)
$ 1.11 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Cash flows from operating activities:
 
 
Net income
$ 7,154 
$ 56,078 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Net unrealized gain related to derivative instruments
(245)
(1,295)
Depreciation and amortization
45,699 
25,450 
Loss (gain) on disposal of long-lived assets, net
19,257 
(515)
Earnings from equity method investments
(34,149)
(32,206)
Gain on issuance of common units by equity method investee
(8,127)
Distributions from equity investments
36,601 
29,798 
Amortization of debt issuance costs
1,571 
1,060 
Deferred tax expense (benefit)
8,035 
(48,865)
Non-cash equity compensation
3,796 
3,259 
Excess Tax Benefit from Share-based Compensation, Operating Activities
(1,650)
Loss on fair value of warrants
17,949 
32,194 
Provision for uncollectible accounts receivable, net of recoveries
93 
323 
Currency gain
(516)
(516)
Changes in operating assets and liabilities (Note 12)
(39,919)
(9,329)
Net cash provided by operating activities
55,549 
55,436 
Cash flows from investing activities:
 
 
Capital expenditures
(127,668)
(59,877)
Proceeds from sale of long-lived assets
4,020 
544 
Investments in non-consolidated subsidiaries
(67,977)
(81,611)
Payments to acquire businesses
44,508 
Distributions in excess of equity in earnings of affiliates
5,400 
5,582 
Proceeds from Sales of Business, Affiliate and Productive Assets
Net cash used in investing activities
(230,733)
(135,362)
Cash flows from financing activities:
 
 
Debt issuance costs
(155)
(10,263)
Borrowings on credit facilities
533,830 
649,974 
Principal payments on credit facilities and other obligations
(331,518)
(385,012)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
57,751 
Distributions to noncontrolling interests
(13,209)
(7,496)
Proceeds from Warrant Exercises
224 
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
(719)
(371)
Dividends paid
(19,628)
(7,939)
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 financing activities
170,339 
296,868 
Effect of exchange rate changes on cash and cash equivalents
832 
1,795 
Change in cash and cash equivalents
(4,013)
218,737 
Cash and cash equivalents at beginning of period
79,351 
80,029 
Cash and cash equivalents at end of period
$ 75,338 
$ 298,766 
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 and six months ended June 30, 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
In March 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.
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers", which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP.
The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017.
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 June 30, 2014, we own the 2% general partner interest and a 56.8% limited partner interest made up of 6.8 million common units, 8.4 million subordinated units and 3.75 million Class A units.
On June 23, 2014, we contributed the remaining 33% interest in SemCrude Pipeline, L.L.C. ("SCPL") to Rose Rock for (i) cash of approximately $114.4 million, (ii) the issuance of 2.425 million common units, (iii) the issuance of 1.25 million Class A units, and (iv) an increase of the capital account of the general partner and a related issuance of general partner interest, to allow the general partner to maintain its 2% general partner interest. Subsequent to this transaction, Rose Rock owns 100% of SCPL, which owns a 51% membership interest in White Cliffs Pipeline, L.L.C. ("White Cliffs").
The Class A units are not entitled to receive any distribution of available cash (other than upon liquidation) prior to the first day of the month immediately following the first month for which the average daily throughput volumes on the White Cliffs Pipeline for such month are 125,000 barrels per day or greater. Upon such date, the Class A units will automatically convert into common units.
As the transaction was between entities under common control, Rose Rock recorded its investment in SCPL based on SemGroup's historical cost. The purchase price in excess of historical cost was treated as an equity transaction with SemGroup, which reduced the partners' capital accounts of Rose Rock's general and limited partners on a pro-rata basis.
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

June 30, 2014
$
0.5350

*
$
334

$
888

$
3,646

$
4,488

$
7,362

$
16,718


*Expected distributions related to the quarter ended June 30, 2014, which will be paid on August 14, 2014 to unitholders of record as of August 4, 2014.

Certain summarized balance sheet information of Rose Rock is shown below (in thousands):
 
(Unaudited)
 
 
 
June 30,
2014
 
December 31,
2013
Cash
$
3,353

 
$
15,459

Other current assets
669,012

 
306,128

Property, plant and equipment, net
336,377

 
311,616

Equity method investment
271,187

 
224,095

Goodwill
46,059

 
28,322

Other noncurrent assets, net
22,549

 
11,627

Total assets
$
1,348,537

 
$
897,247

 
 
 
 
Current liabilities
$
247,677

 
$
293,031

Long-term debt
847,568

 
245,088

Partners’ capital attributable to SemGroup
180,116

 
120,610

Partners’ capital attributable to noncontrolling interests
73,176

 
159,961

Noncontrolling interests in consolidated subsidiary retained by SemGroup

 
78,557

Total liabilities and equity
$
1,348,537

 
$
897,247


The June 30, 2014 balances for long-term debt and other current assets above include the impact of the issuance of senior unsecured notes by Rose Rock. The offering commenced on June 27, 2014 and proceeds were received on July 2, 2014 and used to pay down Rose Rock's revolving credit facility balance. At June 27, 2014, we recorded the liability for the senior unsecured notes and a receivable for the proceeds. See Note 8 for additional information.
Certain summarized income statement information of Rose Rock for the three months and six months ended June 30, 2014 and 2013 is shown below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Revenue
$
290,432

 
$
161,422

 
$
581,355

 
$
332,654

Cost of products sold
$
255,745

 
$
140,506

 
$
510,282

 
$
288,957

Operating, general and administrative expenses
$
23,007

 
$
9,061

 
$
41,508

 
$
18,040

Depreciation and amortization expense
$
6,267

 
$
3,690

 
$
16,801

 
$
7,197

Earnings from equity method investment
$
12,291

 
$
3,451

 
$
23,371

 
$
6,904

Net income
$
15,130

 
$
9,134

 
$
31,289

 
$
21,128

Noncontrolling interests in consolidated subsidiary retained by SemGroup
$
4,082

 
$

 
$
7,758

 
$

Net income attributable to Rose Rock Midstream, L.P.
$
11,048

 
$
9,134

 
$
23,531

 
$
21,128

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):
 
June 30, 2014
 
December 31, 2013
White Cliffs
$
271,187

 
$
224,095

NGL Energy Partners, LP
214,522

 
208,848

Glass Mountain Pipeline, LLC
147,666

 
132,181

Total equity method investments
$
633,375

 
$
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 (loss). 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 (loss). Our earnings from equity method investments consist of the following (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
White Cliffs
$
12,291

 
$
10,661

 
$
23,371

 
$
21,100

NGL Energy Energy Partners, LP*
4,968

 
4,200

 
8,559

 
11,116

Glass Mountain Pipeline, LLC
1,928

 

 
2,219

 
(10
)
Total earnings from equity method investments
$
19,187

 
$
14,861

 
$
34,149

 
$
32,206


* Excluding gain on issuance of common units of $8.1 million for the six months ended June 30, 2014.
Cash distributions received from equity method investments consist of the following (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
White Cliffs
$
14,467

 
$
12,889

 
$
28,052

 
$
26,681

NGL Energy Partners, LP
5,671

 
4,426

 
11,012

 
8,698

Glass Mountain Pipeline LLC
2,937

 

 
2,937

 

Total cash distributions received from equity method investments
$
23,075

 
$
17,315

 
$
42,001

 
$
35,379


White Cliffs
We account for our 51% ownership of 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. For the three months and six months ended June 30, 2014, we contributed $38.3 million and $51.0 million to White Cliffs, respectively. This expansion will increase the pipeline’s capacity to about 150,000 barrels per day and is expected to be fully operational in August 2014. Remaining contributions will be made in 2014 and are expected to total $2.3 million.
Certain unaudited summarized income statement information of White Cliffs for the three months and six months ended June 30, 2014 and 2013 is shown below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Revenue
$
34,533

 
$
30,112

 
$
67,807

 
$
60,785

Operating, general and administrative expenses
$
5,539

 
$
4,113

 
$
12,307

 
$
9,292

Depreciation and amortization expense
$
4,537

 
$
4,715

 
$
8,930

 
$
9,430

Net income
$
24,457

 
$
21,284

 
$
46,570

 
$
42,063


The equity in earnings of White Cliffs for the three months and six months ended June 30, 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 $0.4 million of such general and administrative expense for the three months ended June 30, 2014 and 2013, respectively, and $0.8 million and $0.7 million for the six months ended June 30, 2014 and 2013, respectively.
NGL Energy Partners LP
At June 30, 2014, we owned 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 79,340,655 limited partner units of NGL Energy outstanding at March 31, 2014, and an 11.78% interest in the general partner of NGL Energy.
At June 30, 2014, the fair market value of our 9,133,409 common unit investment in NGL Energy was $395.8 million, based on a June 30, 2014 closing price of $43.34 per common unit. This does not reflect our 11.78% 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 (loss) for the three months and six months ended June 30, 2014 and 2013, relates to the earnings of NGL Energy for the three months and six months ended March 31, 2014 and 2013, 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 for the six months ended June 30, 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 (loss). On June 23, 2014, NGL Energy announced it completed the issuance of common units in an underwritten public offering. As a result of this transaction, we expect to record a non-cash gain of approximately $18.8 million in the third quarter 2014.
In the third quarter of 2014, we sold 1,480,841 of our NGL Energy common LP units for $62.5 million. We expect to record a gain of approximately $27.7 million in the third quarter of 2014.
Certain unaudited summarized income statement information of NGL Energy for the three months and six months ended March 31, 2014 and 2013 is shown below (in thousands):
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2014

2013
 
2014
 
2013
Revenue
$
3,975,935

 
$
1,617,613

 
$
6,719,380

 
$
2,955,821

Cost of sales
$
3,764,744

 
$
1,481,890

 
$
6,340,773

 
$
2,686,435

Operating, general and administrative expenses
$
110,923

 
$
74,632

 
$
201,676

 
$
139,325

Depreciation and amortization expense
$
37,475

 
$
27,518

 
$
72,969

 
$
46,265

Net income
$
43,146

 
$
22,341

 
$
67,198

 
$
62,818

 
Glass Mountain Pipeline, LLC
We hold a 50% interest in Glass Mountain Pipeline, LLC ("GMP" or "Glass Mountain") which began operations of its pipeline ("the Glass Mountain Pipeline") 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 June 30, 2014, we have invested $147.7 million in GMP including our capital contributions, amounts paid to increase our ownership percentage and capitalized interest. We invested $5.1 million and $16.2 million in GMP for the three months and six months ended June 30, 2014, respectively.
The equity in earnings of GMP for the three months and six months ended June 30, 2014 reported in our condensed consolidated statement of operations and comprehensive income (loss) 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 and six months ended June 30, 2014 is shown below (in thousands):
 
Three Months Ended June 30, 2014
 
Six Months Ended June 30, 2014
Revenue
$
8,891

 
$
12,744

Operating, general and administrative expenses
$
1,158

 
$
2,008

Depreciation and amortization expense
$
3,770

 
$
6,118

Net income
$
3,962

 
$
4,615

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 June 30, 2014
 
Crude

SemStream

SemCAMS

SemGas

SemLogistics

SemMexico

Corporate
and Other

Consolidated
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External
$
292,156

 
$

 
$
39,954

 
$
83,162

 
$
3,981

 
$
62,971

 
$

 
$
482,224

Intersegment

 

 

 
9,792

 

 

 
(9,792
)
 

Total revenues
292,156

 

 
39,954

 
92,954

 
3,981

 
62,971

 
(9,792
)
 
482,224

Expenses:
 
 

 

 

 

 

 

 
 
Costs of products sold, exclusive of depreciation and amortization shown below
255,745

 

 
71

 
68,231

 
265

 
54,007

 
(9,792
)
 
368,527

Operating
17,689

 

 
28,836

 
8,012

 
1,940

 
2,947

 

 
59,424

General and administrative
6,438

 
(52
)
 
3,574

 
2,240

 
1,529

 
3,112

 
5,009

 
21,850

Depreciation and amortization
7,276

 

 
3,079

 
7,279

 
2,555

 
1,456

 
417

 
22,062

Loss (gain) on disposal of long-lived assets, net
(27
)
 

 
(915
)
 
20,100

 
(3,634
)
 

 
3,791

 
19,315

Total expenses
287,121

 
(52
)

34,645


105,862


2,655


61,522


(575
)

491,178

Earnings from equity method investments
14,219

 
4,968

 

 

 

 

 

 
19,187

Operating income (loss)
19,254

 
5,020


5,309


(12,908
)

1,326


1,449


(9,217
)

10,233

Other expenses (income), net
5,178

 
(1,277
)
 
3,750

 
2,013

 
83

 
(56
)
 
19,798

 
29,489

Income (loss) from continuing operations before income taxes
$
14,076

 
$
6,297

 
$
1,559

 
$
(14,921
)
 
$
1,243

 
$
1,505

 
$
(29,015
)

$
(19,256
)
Total assets at June 30, 2014 (excluding intersegment receivables)
$
1,543,964

 
$
214,522

 
$
316,240

 
$
597,905

 
$
171,490

 
$
113,830

 
$
64,493

 
$
3,022,444



 
Three Months Ended June 30, 2013
 
Crude
 
SemStream
 
SemCAMS
 
SemGas
 
SemLogistics
 
SemMexico
 
Corporate
and Other
 
Consolidated
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External
$
161,422

 
$

 
$
66,459

 
$
41,908

 
$
2,623

 
$
51,832

 
$

 
$
324,244

Intersegment

 

 

 
5,018

 

 

 
(5,018
)
 

Total revenues
161,422

 


66,459


46,926


2,623


51,832


(5,018
)
 
324,244

Expenses:
 
 
 
 

 

 

 

 

 

Costs of products sold, exclusive of depreciation and amortization shown below
140,506

 

 
1

 
33,567

 

 
43,653

 
(5,018
)
 
212,709

Operating
5,691

 

 
55,508

 
4,289

 
1,848

 
2,346

 

 
69,682

General and administrative
3,568

 
160

 
3,342

 
1,598

 
1,486

 
2,443

 
4,301

 
16,898

Depreciation and amortization
3,690

 

 
2,638

 
2,233

 
2,313

 
1,458

 
482

 
12,814

Gain on disposal of long-lived assets, net
(25
)
 

 

 
(4
)
 

 
(347
)
 

 
(376
)
Total expenses
153,430

 
160


61,489


41,683


5,647


49,553


(235
)
 
311,727

Earnings from equity method investments
10,661

 
4,200

 

 

 

 

 

 
14,861

Operating income (loss)
18,653

 
4,040


4,970


5,243


(3,024
)

2,279


(4,783
)
 
27,378

Other expenses (income), net
4,120

 
(1,193
)
 
4,748

 
676

 
357

 
153

 
1,752

 
10,613

Income (loss) from continuing operations before income taxes
$
14,533

 
$
5,233


$
222


$
4,567


$
(3,381
)

$
2,126


$
(6,535
)
 
$
16,765

 
Six Months Ended June 30, 2014
 
Crude
 
SemStream
 
SemCAMS
 
SemGas
 
SemLogistics
 
SemMexico
 
Corporate
and Other
 
Consolidated
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External
$
584,670

 
$

 
$
79,237

 
$
173,848

 
$
8,771

 
$
134,581

 
$

 
$
981,107

Intersegment

 

 

 
19,684

 

 

 
(19,684
)
 

Total revenues
584,670

 

 
79,237

 
193,532

 
8,771

 
134,581

 
(19,684
)
 
981,107

Expenses:
 
 
 
 

 

 
 
 

 
 
 
 
Costs of products sold, exclusive of depreciation and amortization shown below
510,282

 

 
138

 
146,813

 
615

 
115,476

 
(19,684
)
 
753,640

Operating
32,828

 

 
52,502

 
15,456

 
4,020

 
5,396

 

 
110,202

General and administrative
10,380

 
61

 
7,554

 
4,212

 
2,951

 
5,863

 
9,565

 
40,586

Depreciation and amortization
18,758

 

 
5,908

 
12,248

 
5,050

 
2,883

 
852

 
45,699

Loss (gain) on disposal of long-lived assets, net
(61
)
 

 
(915
)
 
20,104

 
(3,634
)
 
(28
)
 
3,791

 
19,257

Total expenses
572,187

 
61

 
65,187

 
198,833

 
9,002

 
129,590

 
(5,476
)
 
969,384

Earnings from equity method investments
25,590

 
8,559

 

 

 

 

 

 
34,149

Gain on issuance of common units by equity method investee

 
8,127

 

 

 

 

 

 
8,127

Operating income (loss)
38,073

 
16,625


14,050


(5,301
)

(231
)

4,991


(14,208
)
 
53,999

Other expenses (income), net
9,841

 
(2,541
)
 
7,905

 
3,702

 
334

 
(101
)
 
17,846

 
36,986

Income (loss) from continuing operations before income taxes
$
28,232

 
$
19,166

 
$
6,145

 
$
(9,003
)
 
$
(565
)
 
$
5,092

 
$
(32,054
)
 
$
17,013

 
Six Months Ended June 30, 2013
 
Crude
 
SemStream
 
SemCAMS
 
SemGas
 
SemLogistics
 
SemMexico
 
Corporate
and Other
 
Consolidated
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External
$
332,654

 
$

 
$
102,240

 
$
76,562

 
$
5,658

 
$
94,826

 
$

 
$
611,940

Intersegment

 

 

 
9,103

 

 

 
(9,103
)
 

Total revenues
332,654

 

 
102,240

 
85,665

 
5,658

 
94,826

 
(9,103
)
 
611,940

Expenses:
 
 
 
 

 

 
 
 

 

 
 
Costs of products sold, exclusive of depreciation and amortization shown below
288,957

 

 
184

 
62,738

 

 
82,302

 
(9,103
)
 
425,078

Operating
11,429

 
1

 
82,392

 
8,433

 
3,687

 
4,511

 

 
110,453

General and administrative
7,418

 
316

 
7,487

 
3,189

 
2,606

 
4,665

 
8,254

 
33,935

Depreciation and amortization
7,197

 

 
5,294

 
4,361

 
4,653

 
2,938

 
1,007

 
25,450

Loss (gain) on disposal of long-lived assets, net
(25
)
 
6

 

 
(6
)
 

 
(513
)
 

 
(538
)
Total expenses
314,976

 
323

 
95,357

 
78,715

 
10,946

 
93,903

 
158

 
594,378

Earnings from equity method investments
21,090

 
11,116

 

 

 

 

 

 
32,206

Operating income (loss)
38,768

 
10,793

 
6,883

 
6,950

 
(5,288
)
 
923

 
(9,261
)
 
49,768

Other expenses (income), net
7,291

 
(2,161
)
 
9,459

 
1,269

 
1,113

 
(318
)
 
21,822

 
38,475

Income (loss) from continuing operations before income taxes
$
31,477

 
$
12,954

 
$
(2,576
)
 
$
5,681

 
$
(6,401
)
 
$
1,241

 
$
(31,083
)
 
$
11,293

Inventories
Inventories
INVENTORIES
Inventories consist of the following (in thousands):
 
June 30,
2014
 
December 31,
2013
Crude oil
$
27,911

 
$
30,779

Asphalt and other
16,469

 
13,516

Total inventories
$
44,380

 
$
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 June 30, 2014 and December 31, 2013 (in thousands):

 
June 30, 2014
 
December 31, 2013
 
Level 1
 
Netting*
 
Total
 
Level 1
 
Netting*
 
Total
Assets:
 
 
 
 

 
 
 
 
 

Commodity derivatives
$
185

 
$

 
$
185

 
$
36

 
$
(36
)
 
$

Total assets
185

 

 
185

 
36

 
(36
)
 

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Commodity derivatives
$

 
$

 
$

 
$
96

 
$
(36
)
 
$
60

Warrants
76,084

 

 
76,084

 
58,134

 

 
58,134

Total liabilities
76,084

 

 
76,084

 
58,230

 
(36
)
 
58,194

Net assets (liabilities) at fair value
$
(75,899
)
 
$

 
$
(75,899
)
 
$
(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 June 30, 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 and six months ended June 30, 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 June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Sales
1,135

 
720

 
1,950

 
1,330

Purchases
1,005

 
615

 
1,815

 
1,290


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):
 
June 30, 2014
 
December 31, 2013
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Commodity contracts
$
185

 
$

 
$

 
$
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 $1.1 million and $0.8 million at June 30, 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 June 30, 2014 and December 31, 2013, we would have had net asset positions of $1.3 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 June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Commodity contracts
$
(1,942
)
 
$
(233
)
 
$
(2,749
)
 
$
(777
)

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 June 30, 2014, one customer of our Crude segment accounted for more than 10% of our consolidated revenue at approximately 38%. We purchased approximately $145 million of product from two third-party suppliers of our Crude segment, which represented approximately 39% of our costs of products sold.
During the six months ended June 30, 2014, one customer of our Crude segment accounted for more than 10% of our consolidated revenue at approximately 35%. We purchased approximately $275 million of product from two third-party suppliers of our Crude segment, which represented approximately 36% of our costs of products sold.
At June 30, 2014, one third-party customer of our Crude segment accounted for approximately 20% of our consolidated accounts receivable.
Income Taxes
INCOME TAXES
INCOME TAXES

The effective tax rate was 35% and 55% for the three months ended June 30, 2014 and 2013, respectively, and 58% and (396)% for the six months ended June 30, 2014 and 2013, respectively. The rate for the three months ended June 30, 2014 is impacted by the disallowance of a foreign loss on cross jurisdictional intercompany debt waivers which had no net impact to U.S. taxes and by the net favorable resolution of Canadian income tax audits for periods through December 2009. The rate for the six months ended June 30, 2014 is impacted by $3.1 million Canadian withholding tax paid on remittances to the U.S. The rate for the six months ended June 30, 2013 is impacted by a discrete tax benefit of $50.9 million for the partial release of our valuation allowance which was recorded for the three months ended March 31, 2013. 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 six months ended June 30, 2013 includes a discrete tax benefit of $50.9 million for the partial release of our valuation allowance which was recorded for the three months ended March 31, 2013. Gain recognition, for tax purposes, on the contribution of a 33% interest in SCPL 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, state or foreign jurisdictions.
Long-Term Debt
Long-Term Debt
LONG-TERM DEBT
Our long-term debt consisted of the following (in thousands):
 
June 30,
2014
 
December 31,
2013
SemGroup 7.50% senior unsecured notes
$
300,000

 
$
300,000

SemGroup corporate revolving credit facility
65,500

 
70,000

Rose Rock 5.625% senior unsecured notes
400,000

 

Rose Rock credit facility
447,500

 
245,000

SemMexico credit facility
4,318

 

Capital leases
107

 
125

Total long-term debt
$
1,217,425

 
$
615,125

less: current portion of long-term debt
4,357

 
37

Noncurrent portion of long-term debt
$
1,213,068

 
$
615,088


SemGroup senior unsecured notes
For the three months and six months ended June 30, 2014, we incurred $5.8 million and $11.7 million, respectively, of interest expense related to the 7.5% senior unsecured notes (the "Notes") including the amortization of debt issuance costs. For the three months and six months ended June 30, 2013, we incurred $1.1 million of interest expense related to the Notes including amortization of debt issuance costs. At June 30, 2014, we had $5.8 million of unamortized debt issuance costs related to the Notes included in other noncurrent assets on our condensed consolidated balance sheet.
At June 30, 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 June 30, 2014, we had $65.5 million outstanding cash borrowings on this facility and outstanding letters of credit of $3.9 million.
The interest rate in effect at June 30, 2014 on $65.5 million of alternate base rate ("ABR") borrowings was 4.5%. At June 30, 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 June 30, 2014, $5.6 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.
We recorded interest expense related to the SemGroup revolving credit facility of $2.0 million and $1.5 million for the three months ended June 30, 2014 and 2013, respectively, including amortization of debt issuance costs. We recorded interest expense related to the SemGroup revolving credit facility of $3.7 million and $2.8 million for the six months ended June 30, 2014 and 2013, respectively, including amortization of debt issuance costs.
At June 30, 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 senior unsecured notes
On June 27, 2014, Rose Rock and its wholly-owned subsidiary, Rose Rock Finance Corporation ("Finance Corp."), as co-issuer, agreed to sell $400 million of 5.625% senior unsecured notes due 2022 (the “Rose Rock Notes”) to certain initial purchasers for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S of the Securities Act. The Rose Rock Notes are guaranteed by all of Rose Rock's existing subsidiaries other than Finance Corp.
The net proceeds from the offering of $391.9 million, after underwriters' fees and offering expenses, were received on July 2, 2014. As we entered into the agreement with the initial purchasers on June 27, 2014, we recorded the liability for the Rose Rock Notes on that date and recorded a receivable for the proceeds. The net proceeds from the offering were used to repay amounts borrowed under Rose Rock's revolving credit facility and for general partnership purposes.
The Rose Rock Notes are governed by an indenture between Rose Rock, its subsidiary guarantors, Finance Corp. and Wilmington Trust, National Association, as trustee (the “Rose Rock Indenture”). The Rose Rock Indenture includes customary covenants, including limitations on Rose Rock's ability to incur additional indebtedness or issue certain preferred shares; pay dividends and make certain distributions, investments and other restricted payments; create certain liens; sell assets; enter into transactions with affiliates; merge, consolidate, sell or otherwise dispose of all or substantially all of its assets; and designate its subsidiaries as unrestricted under the Rose Rock Indenture.
The Rose Rock Indenture includes customary events of default. A default would permit the trustee or holders of at least 25% in aggregate principal amounts of the Rose Rock Notes then outstanding to declare all amounts owing under the Rose Rock Notes to be due and payable.
The Rose Rock Notes are effectively subordinated in right of payment to any of Rose Rock's, and the subsidiary guarantors', existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness.
Rose Rock may issue additional Rose Rock Notes under the Rose Rock Indenture from time to time, subject to the terms of the Rose Rock Indenture.
Except as described below, the Rose Rock Notes are not redeemable at Rose Rock's option prior to July 15, 2017. From and after July 15, 2017, Rose Rock may redeem the Rose Rock Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below:
Year
 
Percentage
2017
 
104.219%
2018
 
102.813%
2019
 
101.406%
2020 and thereafter
 
100.000%

Prior to July 15, 2017, Rose Rock may, at its option, on one or more occasions, redeem up to 35% of the sum of the original aggregate principal amount of the Rose Rock Notes at a redemption price equal to 105.625% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds of one or more equity offerings of Rose Rock, or the parent of Rose Rock to the extent such net proceeds are contributed to Rose Rock, subject to certain conditions.
Prior to July 15, 2017, Rose Rock may also redeem all or part of the Rose Rock Notes at a price equal to the principal plus a premium equal to the greater of 1% of the principal or the excess of the present value of the July 15, 2017 redemption price from the table above plus all required interest payments due through July 15, 2017, computed using a discount rate based on a published United States Treasury Rate plus 50 basis points, over the principal value of such Note.
In the event of a change of control, Rose Rock is required to offer to repurchase the Rose Rock Notes at an amount equal to 101% of the principal plus accrued and unpaid interest.
The Rose Rock Notes are also subject to a Registration Rights Agreement which requires Rose Rock to file a registration statement with the SEC and to use commercially reasonable efforts to consummate such exchange offer within one year of settlement date of the Rose Rock Notes so that holders of the Rose Rock Notes can exchange the Rose Rock Notes and related guarantees for registered notes (the "Exchange Notes") and guarantees that have substantially identical terms as the Rose Rock Notes and related guarantees. The guarantees of the Exchange Notes will be full and unconditional and will constitute the joint and several obligations of the subsidiary guarantors. Failure to meet the terms of the Registration Rights Agreement will require Rose Rock to pay incremental interest of 0.25% per annum, increased by an additional 0.25% per annum for each 90-day period for which registration default continues (up to a maximum of 1.0% per annum).
Interest on the Rose Rock Notes is payable in arrears on January 15th and July 15th to holders of record on January 1st and July 1st each year until maturity. At June 30, 2014, we had $8.7 million of unamortized debt issuance costs related to the Notes included in other noncurrent assets on our consolidated balance sheet.
At June 30, 2014, we were in compliance with the terms of the Rose Rock Indenture.
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 June 30, 2014, there was $447.5 million outstanding cash borrowings under the Rose Rock revolving credit facility, which incurred interest at the ABR plus an applicable margin. The interest rate in effect at June 30, 2014 on ABR borrowings was 4.0%. On July 2, 2014, the proceeds from the Rose Rock Notes were used to pay down the revolver balance.
At June 30, 2014, Rose Rock had $30.0 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 $54.6 million of Secured Bilateral Letters of Credit outstanding at June 30, 2014. The interest rate in effect was 1.75%. Secured Bilateral Letters of Credit are external to the facility and do not reduce availability for borrowing on the revolving credit facility.
We recorded $2.6 million and $2.5 million of interest expense related to this facility during the three months ended June 30, 2014 and 2013, respectively. We recorded $4.9 million and $4.2 million of interest expense related to this facility during the six months ended June 30, 2014 and 2013, respectively, including amortization of debt issuance costs.
At June 30, 2014, $4.3 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 June 30, 2014, we were in compliance with the terms of the credit agreement.
SemMexico facilities
At June 30, 2014, SemMexico had borrowings of 56 million Mexican pesos ($4.3 million at the June 30, 2014 exchange rate) outstanding on its 56 million Mexican pesos (U.S. $4.3 million at the June 30, 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 1.50%. The balance was repaid in July 2014.
At June 30, 2014, SemMexico had no outstanding borrowings on its 44 million Mexican pesos (U.S. $3.4 million at the June 30, 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 1.50%.
SemMexico had outstanding letters of credit of 331.7 million Mexican pesos at June 30, 2014 (U.S. $25.6 million at the June 30, 2014 exchange rate). Fees on outstanding letters of credit range from a rate of 0.45% to 0.70%.
SemMexico recorded interest expense of $0.1 million during the three months and six months ended 2014 and 2013, respectively.
At June 30, 2014, we were in compliance with the terms of these facilities.
Capitalized interest
During the six months ended June 30, 2014 and 2013, we capitalized interest from our credit facilities of $0.8 million and $1.8 million, respectively.
Fair value
We estimate the fair value of the Notes to be $329 million and the fair value of the Rose Rock Notes to be $405 million at June 30, 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 June 30, 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 June 30, 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. Four of the sites have limited amounts of soil contamination that will be excavated and/or remediated on site. Four of the sites appear to have 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 $43.7 million at June 30, 2014, which is included within other noncurrent liabilities on our condensed consolidated balance sheets. This amount was calculated using the $101.4 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 June 30, 2014, such commitments included the following (in thousands):
 
Volume
(Barrels)
 
Value
Fixed price purchases
145

 
$
13,348

Fixed price sales
175

 
$
17,720

Floating price purchases
9,329

 
$
949,093

Floating price sales
12,080

 
$
1,047,077


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 June 30, 2014, approximately $25.8 thousand was due under the contract and the amount of future obligation is approximately $82.8 million. SemGas further has a take or pay contractual obligation related to pipeline transportation. This obligation began in April 2014 and continues through October 2014. The amount of future obligation is approximately $0.7 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 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 June 30, 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 (loss)

 

 

 
(4,096
)
 

 
11,250

 
7,154

Other comprehensive income, net of income taxes

 

 

 

 
3,713

 

 
3,713

Distributions to noncontrolling interests

 

 

 

 

 
(13,209
)
 
(13,209
)
Dividends paid

 
(19,628
)


 

 

 

 
(19,628
)
Unvested dividend equivalent rights

 
(57
)
 

 

 

 
(43
)
 
(100
)
Non-cash equity compensation

 
3,367

 

 

 

 
390

 
3,757

Issuance of common stock under compensation plans
2

 
1,873

 

 

 

 

 
1,875

Repurchase of common stock

 

 
(719
)
 

 

 

 
(719
)
Transfer of SemCrude Pipeline interest to Rose Rock

 
53,370

 

 

 

 
(85,173
)
 
(31,803
)
Balance at June 30, 2014
$
427

 
$
1,193,441

 
$
(1,332
)
 
$
(101,668
)
 
$
859

 
$
73,176

 
$
1,164,903


Accumulated other comprehensive income (loss)
The following table presents the changes in the components of accumulated other comprehensive income (loss) from December 31, 2013 to June 30, 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 expense of $2,342
3,716

 

 
3,716

Changes related to benefit plans, net of income tax benefit

 
(3
)
 
(3
)
Balance at June 30, 2014
$
(792
)
 
$
1,651

 
$
859


There were no significant items reclassified out of accumulated other comprehensive loss to net income for the three months and six months ended June 30, 2014.
Common stock
During the six months ended June 30, 2014, we issued 3,440 shares under the Employee Stock Purchase Plan and 168,871 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 June 30, 2014, there were approximately 474,000 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 138,000 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 June 30, 2014, the value of the UDs to be settled in stock related to unvested restricted stock awards was approximately $104 thousand. This is equivalent to 1,325 Class A shares based on the quarter end close of business market price of our Class A shares of $78.85 per share. Dividends related to the restricted stock awards issued subsequent to 2012 will be settled in cash upon vesting. At June 30, 2014, the value of the UDs to be settled in cash related to unvested restricted stock awards was approximately $128,000.
During the six months ended June 30, 2014, we granted 207,786 restricted stock awards with a weighted average grant date fair value of $77.14 per award.
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 June 30, 2014, we have issued 242,850 of the warrants and will issue the remainder as the process of resolving the claims progresses. At June 30, 2014, we had 1,360,823 warrants outstanding including warrants required to be issued in settlement of pre-petition claims. At June 30, 2014, the fair value of these warrants included in the condensed consolidated balance sheet was $76.1 million based on the June 30, 2014 closing price of $55.91 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 six months ended June 30, 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
September 30, 2014
 
$
0.27

 
August 6, 2014
 
August 18, 2014
 
August 28, 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 (loss) per share for the three months and six months ended June 30, 2014 and 2013 (in thousands, except per share amounts):

 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
Continuing
Operations
 
Discontinued
Operations
 
Net
 
Continuing
Operations
 
Discontinued
Operations
 
Net
Income (loss)
$
(12,584
)
 
$

 
$
(12,584
)
 
$
7,477

 
$
35

 
$
7,512

less: Income attributable to noncontrolling interests
5,025

 

 
5,025

 
3,943

 

 
3,943

Numerator
$
(17,609
)
 
$

 
$
(17,609
)
 
$
3,534

 
$
35

 
$
3,569

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
1,282

 
1,282

 
1,282

 
811

 
811

 
811

Denominator
42,682

 
42,682

 
42,682

 
42,211

 
42,211

 
42,211

Basic earnings (loss) per share
$
(0.41
)
 
$

 
$
(0.41
)
 
$
0.08

 
$

 
$
0.08


 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
Continuing
Operations
 
Discontinued
Operations
 
Net
 
Continuing
Operations
 
Discontinued
Operations
 
Net
Income (loss)
$
7,159

 
$
(5
)
 
$
7,154

 
$
56,011

 
$
67

 
$
56,078

less: Income attributable to noncontrolling interests
11,250

 

 
11,250

 
9,065

 

 
9,065

Numerator
$
(4,091
)
 
$
(5
)
 
$
(4,096
)
 
$
46,946

 
$
67

 
$
47,013

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
1,257

 
1,257

 
1,257

 
745

 
745

 
745

Denominator
42,657

 
42,657

 
42,657

 
42,145

 
42,145

 
42,145

Basic earnings (loss) per share
$
(0.10
)
 
$

 
$
(0.10
)
 
$
1.11

 
$

 
$
1.12



The following summarizes the calculation of diluted earnings (loss) per share for the three months and six months ended June 30, 2014 and 2013 (in thousands, except per share amounts):

 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
Continuing
Operations
 
Discontinued
Operations
 
Net
 
Continuing
Operations
 
Discontinued
Operations
 
Net
Income (loss)
$
(12,584
)
 
$

 
$
(12,584
)
 
$
7,477

 
$
35

 
$
7,512

less: Income attributable to noncontrolling interests
5,025

 

 
5,025

 
3,943

 

 
3,943

Numerator
$
(17,609
)
 
$

 
$
(17,609
)
 
$
3,534

 
$
35

 
$
3,569

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
1,282

 
1,282

 
1,282

 
811

 
811

 
811

Effect of dilutive securities

 

 

 
315

 
315

 
315

Denominator
42,682

 
42,682

 
42,682

 
42,526

 
42,526

 
42,526

Diluted earnings (loss) per share
$
(0.41
)
 
$

 
$
(0.41
)
 
$
0.08

 
$

 
$
0.08


 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
Continuing
Operations
 
Discontinued
Operations
 
Net
 
Continuing
Operations
 
Discontinued
Operations
 
Net
Income (loss)
$
7,159

 
$
(5
)
 
$
7,154

 
$
56,011

 
$
67

 
$
56,078

less: Income attributable to noncontrolling interests
11,250

 

 
11,250

 
9,065

 

 
9,065

Numerator
$
(4,091
)
 
$
(5
)
 
$
(4,096
)
 
$
46,946

 
$
67

 
$
47,013

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
1,257

 
1,257

 
1,257

 
745

 
745

 
745

Effect of dilutive securities

 

 

 
279

 
279

 
279

Denominator
42,657

 
42,657

 
42,657

 
42,424

 
42,424

 
42,424

Diluted earnings (loss) per share
$
(0.10
)
 
$

 
$
(0.10
)
 
$
1.11

 
$

 
$
1.11


During the three months and six months ended June 30, 2014, we recorded expenses of $18.9 million and $17.9 million, respectively, related to the change in fair value of the warrants. During the three months and six months ended June 30, 2013, we recorded expenses of $6.4 million and $32.2 million, respectively, 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.
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, net of the effects of acquisitions, shown on our condensed consolidated statements of cash flows (in thousands):

 
Six Months Ended June 30,
 
2014
 
2013
Decrease (increase) in restricted cash
$
(2,193
)
 
$
275

Decrease (increase) in accounts receivable
(13,741
)
 
(12,512
)
Decrease (increase) in receivable from affiliates
37,472

 
(2,416
)
Decrease (increase) in inventories
(6,037
)
 
(237
)
Decrease (increase) in derivatives and margin deposits
(240
)
 
972

Decrease (increase) in other current assets
(2,631
)
 
839

Decrease (increase) in other assets
4

 
266

Increase (decrease) in accounts payable and accrued liabilities
(14,224
)
 
7,229

Increase (decrease) in payable to affiliates
(39,567
)
 
2

Increase (decrease) in payables to pre-petition creditors
(46
)
 
(424
)
Increase (decrease) in other noncurrent liabilities
1,284

 
(3,323
)
 
$
(39,919
)
 
$
(9,329
)
  

Rose Rock senior unsecured note issuance
On June 27, 2014, Rose Rock agreed to sell $400 million of 5.625% senior unsecured notes due 2022 (Note 8). The net proceeds from the offering of $391.9 million, after underwriters' fees and offering expenses, were received on July 2, 2014 and were used to pay down Rose Rock's revolving credit facility balance. At June 30, 2014, we recorded a receivable for the proceeds and $8.7 million of debt issuance costs. These non-cash transactions have not been reflected in the cash flow statement for the six months ended June 30, 2014.
Other supplemental disclosures
In the second quarter of 2014, we recorded a $85.2 million reduction to noncontrolling interests in consolidated subsidiaries and an offsetting increase to additional paid-in capital of $53.4 million (net of tax impact of $31.8 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 the remaining 33% interest in SemCrude Pipeline, L.L.C. from SemGroup.
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 $20.2 million and $4.1 million for the six months ended June 30, 2014 and 2013, respectively.
We paid cash for income taxes (net of refunds received) of $15.9 million and $2.0 million for the six months ended June 30, 2014 and 2013, respectively.
We incurred liabilities for construction work in process that had not been paid of $3.1 million and $3.7 million as of June 30, 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 and six months ended June 30, 2014 and 2013, we generated the following transactions with NGL Energy and its subsidiaries (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Revenues
$
108,456

 
$
183,617

 
$
280,894

 
$
362,331

Purchases
$
113,154

 
$
145,469

 
$
270,845

 
$
285,392

Reimbursements from NGL Energy for transition services
$
42

 
$
48

 
$
84

 
$
96


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 (loss) 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 June 30, 2014 and 2013, we generated storage revenue from White Cliffs of approximately $0.7 million and $0.8 million, respectively. During the six months ended June 30, 2014 and 2013, we generated storage revenue from White Cliffs of approximately $1.5 million and $1.3 million, respectively. We incurred $0.8 million and $1.7 million of cost for the three and six months ended June 30, 2014, respectively, related to transportation fees for shipments on White Cliffs.
Glass Mountain
We incurred $0.1 million of cost for the three months and six months ended June 30, 2014 related to transportation fees for shipments on the Glass Mountain Pipeline. We received $0.2 million and $0.4 million in fees from Glass Mountain for the three months and six months ended June 30, 2014, respectively, related to support and administrative services associated with pipeline operations.
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 $0.8 million in legal fees and related expenses to this law firm during the three months ended June 30, 2014 and 2013, respectively (of which $27.0 thousand and $11.5 thousand was paid by White Cliffs during the three months ended June 30, 2014 and 2013, respectively). SemGroup paid $0.6 million and $1.3 million in legal fees and related expenses to this law firm during the six months ended June 30, 2014 and 2013, respectively (of which $81.0 thousand and $47.5 thousand was paid by White Cliffs during the six months ended June 30, 2014 and 2013, respectively).
Condensed Consolidating Guarantor Financial Statements (Notes)
Condensed Consolidating Guarantor Financial Statements [Text Block]
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 June 30, 2014 and December 31, 2013 and for the three and six months ended June 30, 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
 
 
June 30, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
6,825

 
$

 
$
71,652

 
$
(3,139
)
 
$
75,338

Restricted cash
 
3,856

 

 
3,560

 

 
7,416

Accounts receivable, net
 
632

 
32,181

 
301,416

 

 
334,229

Proceeds receivable from senior note issuance
 

 

 
391,915

 

 
391,915

Receivable from affiliates
 
1,856

 
7,700

 
26,884

 
(6,639
)
 
29,801

Inventories
 

 
(540
)
 
44,920

 

 
44,380

Other current assets
 
12,803

 
736

 
7,226

 

 
20,765

Total current assets
 
25,972

 
40,077


847,573


(9,778
)

903,844

Property, plant and equipment, net
 
3,998

 
429,428

 
778,995

 

 
1,212,421

Equity method investments
 
1,591,000

 
600,077

 
271,187

 
(1,828,889
)
 
633,375

Goodwill
 

 
13,052

 
55,967

 

 
69,019

Other intangible assets, net
 
28

 
156,483

 
13,724

 

 
170,235

Other noncurrent assets, net
 
11,956

 
1,241

 
20,353

 

 
33,550

Total assets
 
$
1,632,954

 
$
1,240,358


$
1,987,799


$
(1,838,667
)

$
3,022,444

LIABILITIES AND OWNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
723

 
$
26,800

 
$
233,757

 
$

 
$
261,280

Payable to affiliates
 
41

 
71

 
27,583

 
(4,984
)
 
22,711

Accrued liabilities
 
9,745

 
13,931

 
46,670

 
4

 
70,350

Payables to pre-petition creditors
 
3,128

 

 
8

 

 
3,136

Deferred revenue
 

 

 
22,238

 
(1
)
 
22,237

Warrant liability
 
76,084

 

 

 

 
76,084

Other current liabilities
 
415

 
708

 
1,110

 
(1,658
)
 
575

Current portion of long-term debt
 

 

 
4,357

 

 
4,357

Total current liabilities
 
90,136

 
41,510

 
335,723

 
(6,639
)
 
460,730

Long-term debt
 
365,500

 

 
847,568

 

 
1,213,068

Deferred income taxes
 
85,583

 

 
54,488

 

 
140,071

Other noncurrent liabilities
 
8

 

 
43,664

 

 
43,672

Commitments and contingencies
 


 


 


 


 


Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
 
1,091,727

 
1,198,848

 
633,180

 
(1,832,028
)
 
1,091,727

Noncontrolling interests in consolidated subsidiaries
 

 

 
73,176

 

 
73,176

Total owners’ equity
 
1,091,727

 
1,198,848


706,356


(1,832,028
)

1,164,903

Total liabilities and owners’ equity
 
$
1,632,954


$
1,240,358

 
$
1,987,799

 
$
(1,838,667
)
 
$
3,022,444


 
 
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 June 30, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Product
 
$

 
$
82,212

 
$
330,549

 
$
(9,775
)
 
$
402,986

Service
 

 
11,317

 
42,133

 

 
53,450

Other
 

 

 
25,788

 

 
25,788

Total revenues
 

 
93,529


398,470


(9,775
)

482,224

Expenses:
 
 
 
 
 
 
 
 
 

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

 
67,306

 
310,996

 
(9,775
)
 
368,527

Operating
 

 
8,411

 
51,013

 

 
59,424

General and administrative
 
4,985

 
2,678

 
14,187

 

 
21,850

Depreciation and amortization
 
417

 
8,123

 
13,522

 

 
22,062

Loss (gain) on disposal of long-lived assets, net
 
5,945

 
54,695

 
(41,325
)
 

 
19,315

Total expenses
 
11,347

 
141,213


348,393


(9,775
)
 
491,178

Earnings from equity method investments
 
10,493

 
57,955

 
8,209

 
(57,470
)
 
19,187

Operating income (loss)
 
(854
)
 
10,271


58,286


(57,470
)

10,233

Other expenses, net:
 
 
 
 
 
 
 
 
 

Interest expense
 
3,093

 
4,619

 
3,480

 
(832
)
 
10,360

Foreign currency transaction loss
 

 

 
167

 

 
167

Other expense, net
 
18,099

 

 
32

 
831

 
18,962

Total other expenses, net
 
21,192

 
4,619


3,679


(1
)

29,489

Income (loss) from continuing operations before income taxes
 
(22,046
)
 
5,652


54,607


(57,469
)

(19,256
)
Income tax benefit
 
(4,437
)
 

 
(2,235
)
 

 
(6,672
)
Income (loss) from continuing operations
 
(17,609
)
 
5,652


56,842


(57,469
)

(12,584
)
Net income (loss)
 
(17,609
)
 
5,652


56,842


(57,469
)

(12,584
)
Less: net income attributable to noncontrolling interests
 

 

 
5,025

 

 
5,025

Net income (loss) attributable to SemGroup
 
$
(17,609
)
 
$
5,652


$
51,817


$
(57,469
)

$
(17,609
)
Net income (loss)
 
$
(17,609
)
 
$
5,652


$
56,842


$
(57,469
)

$
(12,584
)
Other comprehensive income (loss), net of income taxes
 
(1,680
)
 

 
8,365

 

 
6,685

Comprehensive income (loss)
 
(19,289
)
 
5,652


65,207


(57,469
)

(5,899
)
Less: comprehensive income attributable to noncontrolling interests
 

 

 
5,025

 

 
5,025

Comprehensive income (loss) attributable to SemGroup
 
$
(19,289
)
 
$
5,652


$
60,182


$
(57,469
)

$
(10,924
)
 
 
Three Months Ended June 30, 2013
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Product
 
$

 
$
45,623

 
$
200,649

 
$
(5,019
)
 
$
241,253

Service
 

 
223

 
31,455

 

 
31,678

Other
 

 

 
51,313

 

 
51,313

Total revenues
 

 
45,846


283,417


(5,019
)

324,244

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

 
32,682

 
185,046

 
(5,019
)
 
212,709

Operating
 

 
4,001

 
65,681

 

 
69,682

General and administrative
 
4,210

 
2,069

 
10,619

 

 
16,898

Depreciation and amortization
 
482

 
2,082

 
10,250

 

 
12,814

Gain on disposal of long-lived assets, net
 

 
(5
)
 
(371
)
 

 
(376
)
Total expenses
 
4,692

 
40,829


271,225


(5,019
)

311,727

Earnings from equity method investments
 
20,358

 
19,796

 
10,661

 
(35,954
)
 
14,861

Operating income
 
15,666

 
24,813


22,853


(35,954
)

27,378

Other expenses (income):
 
 
 
 
 
 
 
 
 
 
Interest expense (income)
 
(901
)
 
1,024

 
4,372

 

 
4,495

Foreign currency transaction gain
 

 

 
(349
)
 

 
(349
)
Other expense, net
 
5,009

 

 
1,458

 

 
6,467

Total other expenses, net
 
4,108

 
1,024


5,481




10,613

Income from continuing operations before income taxes
 
11,558

 
23,789


17,372


(35,954
)

16,765

Income tax expense
 
7,989

 

 
1,299

 

 
9,288

Income from continuing operations
 
3,569

 
23,789


16,073


(35,954
)

7,477

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

 
36

 
(1
)
 

 
35

Net income
 
3,569

 
23,825


16,072


(35,954
)

7,512

Less: net income attributable to noncontrolling interests
 

 

 
3,943

 

 
3,943

Net income attributable to SemGroup
 
$
3,569

 
$
23,825


$
12,129


$
(35,954
)

$
3,569

Net income
 
$
3,569

 
$
23,825


$
16,072


$
(35,954
)

$
7,512

Other comprehensive income (loss), net of income taxes
 
936

 

 
(6,290
)
 

 
(5,354
)
Comprehensive income
 
4,505

 
23,825


9,782


(35,954
)

2,158

Less: comprehensive income attributable to noncontrolling interests
 

 

 
3,943

 

 
3,943

Comprehensive income (loss) attributable to SemGroup
 
$
4,505

 
$
23,825


$
5,839


$
(35,954
)

$
(1,785
)
 
 
Six Months Ended June 30, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Product
 
$

 
$
180,337

 
$
669,346

 
$
(19,667
)
 
$
830,016

Service
 

 
14,127

 
87,830

 

 
101,957

Other
 

 

 
49,134

 

 
49,134

Total revenues
 

 
194,464


806,310


(19,667
)

981,107

Expenses:
 
 
 
 
 
 
 
 
 

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

 
144,840

 
628,467

 
(19,667
)
 
753,640

Operating
 

 
15,761

 
94,441

 

 
110,202

General and administrative
 
9,518

 
4,968

 
26,100

 

 
40,586

Depreciation and amortization
 
852

 
13,887

 
30,960

 

 
45,699

Loss (gain) on disposal of long-lived assets, net
 
5,945

 
54,705

 
(41,393
)
 

 
19,257

Total expenses
 
16,315

 
234,161


738,575


(19,667
)

969,384

Earnings from equity method investments
 
31,319

 
74,582

 
15,613

 
(87,365
)
 
34,149

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

 

 

 

 
8,127

Operating income
 
23,131

 
34,885


83,348


(87,365
)

53,999

Other expenses (income):
 
 
 
 
 
 
 
 
 

Interest expense
 
5,583

 
8,698

 
6,955

 
(1,649
)
 
19,587

Foreign currency transaction gain
 

 

 
(516
)
 

 
(516
)
Other expense (income), net
 
16,301

 

 
(35
)
 
1,649

 
17,915

Total other expenses, net
 
21,884

 
8,698


6,404




36,986

Income from continuing operations before income taxes
 
1,247

 
26,187


76,944


(87,365
)

17,013

Income tax expense
 
5,343

 

 
4,511

 

 
9,854

Income (loss) from continuing operations
 
(4,096
)
 
26,187


72,433


(87,365
)

7,159

Loss from discontinued operations, net of income taxes
 

 

 
(5
)
 

 
(5
)
Net income (loss)
 
(4,096
)
 
26,187


72,428


(87,365
)

7,154

Less: net income attributable to noncontrolling interests
 

 

 
11,250

 

 
11,250

Net income (loss) attributable to SemGroup
 
$
(4,096
)
 
$
26,187


$
61,178


$
(87,365
)

$
(4,096
)
Net income (loss)
 
$
(4,096
)
 
$
26,187


$
72,428


$
(87,365
)

$
7,154

Other comprehensive income (loss), net of income taxes
 
(2,426
)
 

 
6,139

 

 
3,713

Comprehensive income (loss)
 
(6,522
)
 
26,187


78,567


(87,365
)

10,867

Less: comprehensive income attributable to noncontrolling interests
 

 

 
11,250

 

 
11,250

Comprehensive income (loss) attributable to SemGroup
 
$
(6,522
)
 
$
26,187


$
67,317


$
(87,365
)

$
(383
)

 
 
Six Months Ended June 30, 2013
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Product
 
$

 
$
83,257

 
$
402,713

 
$
(9,088
)
 
$
476,882

Service
 

 
471

 
58,864

 

 
59,335

Other
 

 

 
75,723

 

 
75,723

Total revenues
 

 
83,728

 
537,300

 
(9,088
)
 
611,940

Expenses:
 
 
 
 
 
 
 
 
 

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

 
61,156

 
373,010

 
(9,088
)
 
425,078

Operating
 

 
7,972

 
102,481

 

 
110,453

General and administrative
 
8,128

 
4,105

 
21,702

 

 
33,935

Depreciation and amortization
 
1,007

 
4,060

 
20,383

 

 
25,450

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

 
3

 
(541
)
 

 
(538
)
Total expenses
 
9,135

 
77,296

 
517,035

 
(9,088
)
 
594,378

Earnings from equity method investments
 
37,245

 
38,343

 
21,100

 
(64,482
)
 
32,206

Operating income
 
28,110

 
44,775

 
41,365

 
(64,482
)
 
49,768

Other expenses (income):
 
 
 
 
 
 
 
 
 

Interest expense (income)
 
(2,917
)
 
1,827

 
7,981

 

 
6,891

Foreign currency transaction loss
 

 

 
(516
)
 

 
(516
)
Other expense, net
 
29,443

 
158

 
2,499

 

 
32,100

Total other expenses, net
 
26,526

 
1,985

 
9,964

 

 
38,475

Income from continuing operations before income taxes
 
1,584

 
42,790

 
31,401

 
(64,482
)
 
11,293

Income tax (benefit) expense
 
(45,429
)
 

 
711

 

 
(44,718
)
Income from continuing operations
 
47,013

 
42,790

 
30,690

 
(64,482
)
 
56,011

Income from discontinued operations, net of income taxes
 

 
66

 
1

 

 
67

Net income
 
47,013

 
42,856

 
30,691

 
(64,482
)
 
56,078

Less: net income attributable to noncontrolling interests
 

 

 
9,065

 

 
9,065

Net income attributable to SemGroup
 
$
47,013

 
$
42,856

 
$
21,626

 
$
(64,482
)
 
$
47,013

Net income
 
$
47,013

 
$
42,856

 
$
30,691

 
$
(64,482
)
 
$
56,078

Other comprehensive income (loss), net of income taxes
 
2,352

 

 
(12,764
)
 

 
(10,412
)
Comprehensive income
 
49,365

 
42,856

 
17,927

 
(64,482
)
 
45,666

Less: comprehensive income attributable to noncontrolling interests
 

 

 
9,065

 

 
9,065

Comprehensive income attributable to SemGroup
 
$
49,365

 
$
42,856

 
$
8,862

 
$
(64,482
)
 
$
36,601



Condensed Consolidating Guarantor Statements of Cash Flows
 
 
Six Months Ended June 30, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by operating activities
 
$
5,730

 
$
28,836

 
$
32,701

 
$
(11,718
)
 
$
55,549

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 

Capital expenditures
 
(734
)
 
(88,459
)
 
(38,475
)
 

 
(127,668
)
Proceeds from sale of long-lived assets
 

 
2,361

 
1,659

 

 
4,020

Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream L.P.
 
114,412

 

 

 
(114,412
)
 

Investments in non-consolidated subsidiaries
 

 
(16,203
)
 
(51,774
)
 

 
(67,977
)
Payments to acquire businesses
 

 
(514
)
 
(43,994
)
 

 
(44,508
)
Distributions in excess of equity in earnings of affiliates
 
1,254

 
719

 
4,681

 
(1,254
)
 
5,400

Net cash used in investing activities
 
114,932


(102,096
)

(127,903
)

(115,666
)
 
(230,733
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 
(93
)
 

 
(62
)
 

 
(155
)
Borrowings on credit facilities
 
233,500

 

 
300,330

 

 
533,830

Principal payments on credit facilities and other obligations
 
(238,000
)
 

 
(93,518
)
 

 
(331,518
)
Distributions to noncontrolling interests
 

 

 
(13,209
)
 

 
(13,209
)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
 
(719
)
 

 

 

 
(719
)
Dividends paid
 
(19,628
)
 

 

 

 
(19,628
)
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
 
(93,180
)
 
73,260

 
(105,883
)
 
125,803

 

Net cash provided by (used in) financing activities
 
(116,382
)
 
73,260


87,658


125,803

 
170,339

Effect of exchange rate changes on cash and cash equivalents
 

 

 
832

 

 
832

Change in cash and cash equivalents
 
4,280

 


(6,712
)

(1,581
)
 
(4,013
)
Cash and cash equivalents at beginning of period
 
2,545

 

 
78,364

 
(1,558
)
 
79,351

Cash and cash equivalents at end of period
 
$
6,825

 
$


$
71,652


$
(3,139
)
 
$
75,338


 
 
Six Months Ended June 30, 2013
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by (used in) operating activities
 
$
14,394

 
$
(1,839
)
 
$
39,478

 
$
3,403

 
$
55,436

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(442
)
 
(36,531
)
 
(22,904
)
 

 
(59,877
)
Proceeds from sale of long-lived assets
 

 
3

 
541

 

 
544

Investments in non-consolidated subsidiaries
 

 
(21,290
)
 
(60,321
)
 

 
(81,611
)
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
 

 

 
5,582

 

 
5,582

Net cash provided by (used in) investing activities
 
189,058

 
(57,818
)

(77,102
)

(189,500
)
 
(135,362
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 
(8,651
)
 

 
(1,612
)
 

 
(10,263
)
Borrowings on credit facilities
 
394,500

 

 
255,474

 

 
649,974

Principal payments on credit facilities and other obligations
 
(296,000
)
 

 
(89,012
)
 

 
(385,012
)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
 

 

 
57,751

 

 
57,751

Distributions to noncontrolling interests
 

 

 
(7,496
)
 

 
(7,496
)
Proceeds from warrant exercises
 
224

 

 

 

 
224

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

 

 

 
(371
)
Dividends paid
 
(7,939
)
 

 

 

 
(7,939
)
Intercompany borrowing (advances), net
 
(69,606
)
 
59,657

 
(174,866
)
 
184,815

 

Net cash provided by financing activities
 
12,157

 
59,657


40,239


184,815

 
296,868

Effect of exchange rate changes on cash and cash equivalents
 

 

 
1,795

 

 
1,795

Change in cash and cash equivalents
 
215,609

 


4,410


(1,282
)
 
218,737

Cash and cash equivalents at beginning of period
 
19,123

 

 
63,844

 
(2,938
)
 
80,029

Cash and cash equivalents at end of period
 
$
234,732

 
$


$
68,254


$
(4,220
)
 
$
298,766

Acquisition
Business Combination Disclosure [Text Block]
ACQUISITIONS

During the six months ended June 30, 2014, we completed the following acquisitions:

On June 24, 2014, our consolidated subsidiary, Rose Rock, acquired crude oil trucking assets from a subsidiary of Chesapeake Energy Corporation ("Chesapeake") (NYSE: CHK) for $44.0 million in cash. Highlights of the transaction include:
124 trucks, 122 trailers and miscellaneous equipment; and
a long-term transportation agreement with Chesapeake Energy Marketing, Inc.
The results of operations of these assets from June 24, 2014 through June 30, 2014 have been included in our Crude segment in our condensed consolidated statements of operations and comprehensive income (loss) and balance sheet as of June 30, 2014. During the three months and six months ended June 30, 2014, our condensed consolidated statements of operations and comprehensive income (loss) did not include material amounts of revenue or operating income related to these assets. The proforma impact to comparative prior year periods, had the acquisition occurred at the beginning of the comparative prior year period, is not significant.
We are in the process of obtaining an independent appraisal of the fair value of the assets acquired from Chesapeake. The estimates of fair value reflected as of June 30, 2014, are subject to change and such changes could be material. We currently expect to complete the valuation process prior to filing our Form 10-K for the year ending December 31, 2014. We have preliminarily estimated the fair value of the assets acquired as follows (in thousands):
Property, plant and equipment
$
21,700

Customer contract intangible
4,459

Goodwill
17,835

Total assets acquired
$
43,994


Goodwill represents the excess of the estimated consideration paid for the acquired business over the fair value of the individual assets acquired. Goodwill primarily represents the value of synergies between the acquired entity and the Company, the opportunity to use the acquired business as a platform for growth, and the acquired assembled workforce. We estimate that all of the goodwill will be deductible for federal income tax purposes.

The acquisition above accounted for the majority of change in our goodwill during the six months ended June 30, 2014, as follows (in thousands):
Balance at December 31, 2013
$
62,021

Acquisition
17,835

Mid-America Midstream Gas Services, LLC purchase price allocation adjustment
(10,787
)
Barcas Field Services, LLC purchase price allocation adjustment
(98
)
Currency translation adjustments
48

Balance at June 30, 2014
$
69,019



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, which is the owner of gas gathering and processing assets in the Mississippi Lime play for approximately $313.5 million in cash. In June 2014, the independent appraisal of the fair value of these assets was finalized. Based on this appraisal, we recorded a non-cash adjustment to the purchase price allocation which decreased goodwill and customer contract intangible by $10.8 million and $2.3 million, respectively, with a corresponding increase to property, plant and equipment. In addition, we recorded $0.5 million of incremental payments for property, plant and equipment, which related to the period prior to close of the transaction.

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%.
Disposal of long-lived assets (Notes)
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
DISPOSAL OF LONG-LIVED ASSETS

On June 1, 2014, our SemGas segment sold certain natural gas gathering assets in Eastern Oklahoma resulting in a $20.1 million loss on a cash sales price of $2.4 million. The assets sold were made up of property, plant and equipment with a net book value of $22.5 million. The loss on the sale was reported in loss (gain) on disposal of long-lived assets, net in the condensed consolidated statement of operations and comprehensive income (loss). The operations of the gas gathering assets were not material to SemGroup.
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 and six months ended June 30, 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
In March 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.
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers", which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP.
The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017.
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 June 30, 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

June 30, 2014
$
0.5350

*
$
334

$
888

$
3,646

$
4,488

$
7,362

$
16,718


*Expected distributions related to the quarter ended June 30, 2014, which will be paid on August 14, 2014 to unitholders of record as of August 4, 2014.
Certain summarized balance sheet information of Rose Rock is shown below (in thousands):
 
(Unaudited)
 
 
 
June 30,
2014
 
December 31,
2013
Cash
$
3,353

 
$
15,459

Other current assets
669,012

 
306,128

Property, plant and equipment, net
336,377

 
311,616

Equity method investment
271,187

 
224,095

Goodwill
46,059

 
28,322

Other noncurrent assets, net
22,549

 
11,627

Total assets
$
1,348,537

 
$
897,247

 
 
 
 
Current liabilities
$
247,677

 
$
293,031

Long-term debt
847,568

 
245,088

Partners’ capital attributable to SemGroup
180,116

 
120,610

Partners’ capital attributable to noncontrolling interests
73,176

 
159,961

Noncontrolling interests in consolidated subsidiary retained by SemGroup

 
78,557

Total liabilities and equity
$
1,348,537

 
$
897,247

Certain summarized income statement information of Rose Rock for the three months and six months ended June 30, 2014 and 2013 is shown below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Revenue
$
290,432

 
$
161,422

 
$
581,355

 
$
332,654

Cost of products sold
$
255,745

 
$
140,506

 
$
510,282

 
$
288,957

Operating, general and administrative expenses
$
23,007

 
$
9,061

 
$
41,508

 
$
18,040

Depreciation and amortization expense
$
6,267

 
$
3,690

 
$
16,801

 
$
7,197

Earnings from equity method investment
$
12,291

 
$
3,451

 
$
23,371

 
$
6,904

Net income
$
15,130

 
$
9,134

 
$
31,289

 
$
21,128

Noncontrolling interests in consolidated subsidiary retained by SemGroup
$
4,082

 
$

 
$
7,758

 
$

Net income attributable to Rose Rock Midstream, L.P.
$
11,048

 
$
9,134

 
$
23,531

 
$
21,128

Investments In Non-Consolidated Subsidiaries (Tables)
Our equity method investments consist of the following (in thousands):
 
June 30, 2014
 
December 31, 2013
White Cliffs
$
271,187

 
$
224,095

NGL Energy Partners, LP
214,522

 
208,848

Glass Mountain Pipeline, LLC
147,666

 
132,181

Total equity method investments
$
633,375

 
$
565,124

Our earnings from equity method investments consist of the following (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
White Cliffs
$
12,291

 
$
10,661

 
$
23,371

 
$
21,100

NGL Energy Energy Partners, LP*
4,968

 
4,200

 
8,559

 
11,116

Glass Mountain Pipeline, LLC
1,928

 

 
2,219

 
(10
)
Total earnings from equity method investments
$
19,187

 
$
14,861

 
$
34,149

 
$
32,206


* Excluding gain on issuance of common units of $8.1 million for the six months ended June 30, 2014.
Cash distributions received from equity method investments consist of the following (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
White Cliffs
$
14,467

 
$
12,889

 
$
28,052

 
$
26,681

NGL Energy Partners, LP
5,671

 
4,426

 
11,012

 
8,698

Glass Mountain Pipeline LLC
2,937

 

 
2,937

 

Total cash distributions received from equity method investments
$
23,075

 
$
17,315

 
$
42,001

 
$
35,379

Certain unaudited summarized income statement information of White Cliffs for the three months and six months ended June 30, 2014 and 2013 is shown below (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Revenue
$
34,533

 
$
30,112

 
$
67,807

 
$
60,785

Operating, general and administrative expenses
$
5,539

 
$
4,113

 
$
12,307

 
$
9,292

Depreciation and amortization expense
$
4,537

 
$
4,715

 
$
8,930

 
$
9,430

Net income
$
24,457

 
$
21,284

 
$
46,570

 
$
42,063

Certain unaudited summarized income statement information of NGL Energy for the three months and six months ended March 31, 2014 and 2013 is shown below (in thousands):
 
Three Months Ended March 31,
 
Six Months Ended March 31,
 
2014

2013
 
2014
 
2013
Revenue
$
3,975,935

 
$
1,617,613

 
$
6,719,380

 
$
2,955,821

Cost of sales
$
3,764,744

 
$
1,481,890

 
$
6,340,773

 
$
2,686,435

Operating, general and administrative expenses
$
110,923

 
$
74,632

 
$
201,676

 
$
139,325

Depreciation and amortization expense
$
37,475

 
$
27,518

 
$
72,969

 
$
46,265

Net income
$
43,146

 
$
22,341

 
$
67,198

 
$
62,818

Certain unaudited summarized income statement information of GMP for the three months and six months ended June 30, 2014 is shown below (in thousands):
 
Three Months Ended June 30, 2014
 
Six Months Ended June 30, 2014
Revenue
$
8,891

 
$
12,744

Operating, general and administrative expenses
$
1,158

 
$
2,008

Depreciation and amortization expense
$
3,770

 
$
6,118

Net income
$
3,962

 
$
4,615

Segments (Tables)
Schedule of Segment Reporting Information
 
Three Months Ended June 30, 2014
 
Crude

SemStream

SemCAMS

SemGas

SemLogistics

SemMexico

Corporate
and Other

Consolidated
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External
$
292,156

 
$

 
$
39,954

 
$
83,162

 
$
3,981

 
$
62,971

 
$

 
$
482,224

Intersegment

 

 

 
9,792

 

 

 
(9,792
)
 

Total revenues
292,156

 

 
39,954

 
92,954

 
3,981

 
62,971

 
(9,792
)
 
482,224

Expenses:
 
 

 

 

 

 

 

 
 
Costs of products sold, exclusive of depreciation and amortization shown below
255,745

 

 
71

 
68,231

 
265

 
54,007

 
(9,792
)
 
368,527

Operating
17,689

 

 
28,836

 
8,012

 
1,940

 
2,947

 

 
59,424

General and administrative
6,438

 
(52
)
 
3,574

 
2,240

 
1,529

 
3,112

 
5,009

 
21,850

Depreciation and amortization
7,276

 

 
3,079

 
7,279

 
2,555

 
1,456

 
417

 
22,062

Loss (gain) on disposal of long-lived assets, net
(27
)
 

 
(915
)
 
20,100

 
(3,634
)
 

 
3,791

 
19,315

Total expenses
287,121

 
(52
)

34,645


105,862


2,655


61,522


(575
)

491,178

Earnings from equity method investments
14,219

 
4,968

 

 

 

 

 

 
19,187

Operating income (loss)
19,254

 
5,020


5,309


(12,908
)

1,326


1,449


(9,217
)

10,233

Other expenses (income), net
5,178

 
(1,277
)
 
3,750

 
2,013

 
83

 
(56
)
 
19,798

 
29,489

Income (loss) from continuing operations before income taxes
$
14,076

 
$
6,297

 
$
1,559

 
$
(14,921
)
 
$
1,243

 
$
1,505

 
$
(29,015
)

$
(19,256
)
Total assets at June 30, 2014 (excluding intersegment receivables)
$
1,543,964

 
$
214,522

 
$
316,240

 
$
597,905

 
$
171,490

 
$
113,830

 
$
64,493

 
$
3,022,444



 
Three Months Ended June 30, 2013
 
Crude
 
SemStream
 
SemCAMS
 
SemGas
 
SemLogistics
 
SemMexico
 
Corporate
and Other
 
Consolidated
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External
$
161,422

 
$

 
$
66,459

 
$
41,908

 
$
2,623

 
$
51,832

 
$

 
$
324,244

Intersegment

 

 

 
5,018

 

 

 
(5,018
)
 

Total revenues
161,422

 


66,459


46,926


2,623


51,832


(5,018
)
 
324,244

Expenses:
 
 
 
 

 

 

 

 

 

Costs of products sold, exclusive of depreciation and amortization shown below
140,506

 

 
1

 
33,567

 

 
43,653

 
(5,018
)
 
212,709

Operating
5,691

 

 
55,508

 
4,289

 
1,848

 
2,346

 

 
69,682

General and administrative
3,568

 
160

 
3,342

 
1,598

 
1,486

 
2,443

 
4,301

 
16,898

Depreciation and amortization
3,690

 

 
2,638

 
2,233

 
2,313

 
1,458

 
482

 
12,814

Gain on disposal of long-lived assets, net
(25
)
 

 

 
(4
)
 

 
(347
)
 

 
(376
)
Total expenses
153,430

 
160


61,489


41,683


5,647


49,553


(235
)
 
311,727

Earnings from equity method investments
10,661

 
4,200

 

 

 

 

 

 
14,861

Operating income (loss)
18,653

 
4,040


4,970


5,243


(3,024
)

2,279


(4,783
)
 
27,378

Other expenses (income), net
4,120

 
(1,193
)
 
4,748

 
676

 
357

 
153

 
1,752

 
10,613

Income (loss) from continuing operations before income taxes
$
14,533

 
$
5,233


$
222


$
4,567


$
(3,381
)

$
2,126


$
(6,535
)
 
$
16,765

 
Six Months Ended June 30, 2014
 
Crude
 
SemStream
 
SemCAMS
 
SemGas
 
SemLogistics
 
SemMexico
 
Corporate
and Other
 
Consolidated
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External
$
584,670

 
$

 
$
79,237

 
$
173,848

 
$
8,771

 
$
134,581

 
$

 
$
981,107

Intersegment

 

 

 
19,684

 

 

 
(19,684
)
 

Total revenues
584,670

 

 
79,237

 
193,532

 
8,771

 
134,581

 
(19,684
)
 
981,107

Expenses:
 
 
 
 

 

 
 
 

 
 
 
 
Costs of products sold, exclusive of depreciation and amortization shown below
510,282

 

 
138

 
146,813

 
615

 
115,476

 
(19,684
)
 
753,640

Operating
32,828

 

 
52,502

 
15,456

 
4,020

 
5,396

 

 
110,202

General and administrative
10,380

 
61

 
7,554

 
4,212

 
2,951

 
5,863

 
9,565

 
40,586

Depreciation and amortization
18,758

 

 
5,908

 
12,248

 
5,050

 
2,883

 
852

 
45,699

Loss (gain) on disposal of long-lived assets, net
(61
)
 

 
(915
)
 
20,104

 
(3,634
)
 
(28
)
 
3,791

 
19,257

Total expenses
572,187

 
61

 
65,187

 
198,833

 
9,002

 
129,590

 
(5,476
)
 
969,384

Earnings from equity method investments
25,590

 
8,559

 

 

 

 

 

 
34,149

Gain on issuance of common units by equity method investee

 
8,127

 

 

 

 

 

 
8,127

Operating income (loss)
38,073

 
16,625


14,050


(5,301
)

(231
)

4,991


(14,208
)
 
53,999

Other expenses (income), net
9,841

 
(2,541
)
 
7,905

 
3,702

 
334

 
(101
)
 
17,846

 
36,986

Income (loss) from continuing operations before income taxes
$
28,232

 
$
19,166

 
$
6,145

 
$
(9,003
)
 
$
(565
)
 
$
5,092

 
$
(32,054
)
 
$
17,013

 
Six Months Ended June 30, 2013
 
Crude
 
SemStream
 
SemCAMS
 
SemGas
 
SemLogistics
 
SemMexico
 
Corporate
and Other
 
Consolidated
 
 
 
 
 
 
 
(dollars in thousands)
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External
$
332,654

 
$

 
$
102,240

 
$
76,562

 
$
5,658

 
$
94,826

 
$

 
$
611,940

Intersegment

 

 

 
9,103

 

 

 
(9,103
)
 

Total revenues
332,654

 

 
102,240

 
85,665

 
5,658

 
94,826

 
(9,103
)
 
611,940

Expenses:
 
 
 
 

 

 
 
 

 

 
 
Costs of products sold, exclusive of depreciation and amortization shown below
288,957

 

 
184

 
62,738

 

 
82,302

 
(9,103
)
 
425,078

Operating
11,429

 
1

 
82,392

 
8,433

 
3,687

 
4,511

 

 
110,453

General and administrative
7,418

 
316

 
7,487

 
3,189

 
2,606

 
4,665

 
8,254

 
33,935

Depreciation and amortization
7,197

 

 
5,294

 
4,361

 
4,653

 
2,938

 
1,007

 
25,450

Loss (gain) on disposal of long-lived assets, net
(25
)
 
6

 

 
(6
)
 

 
(513
)
 

 
(538
)
Total expenses
314,976

 
323

 
95,357

 
78,715

 
10,946

 
93,903

 
158

 
594,378

Earnings from equity method investments
21,090

 
11,116

 

 

 

 

 

 
32,206

Operating income (loss)
38,768

 
10,793

 
6,883

 
6,950

 
(5,288
)
 
923

 
(9,261
)
 
49,768

Other expenses (income), net
7,291

 
(2,161
)
 
9,459

 
1,269

 
1,113

 
(318
)
 
21,822

 
38,475

Income (loss) from continuing operations before income taxes
$
31,477

 
$
12,954

 
$
(2,576
)
 
$
5,681

 
$
(6,401
)
 
$
1,241

 
$
(31,083
)
 
$
11,293

Inventories (Tables)
Components Of Inventories
Inventories consist of the following (in thousands):
 
June 30,
2014
 
December 31,
2013
Crude oil
$
27,911

 
$
30,779

Asphalt and other
16,469

 
13,516

Total inventories
$
44,380

 
$
44,295

Financial Instruments (Tables)
The tables below summarize the balances of these assets and liabilities at June 30, 2014 and December 31, 2013 (in thousands):

 
June 30, 2014
 
December 31, 2013
 
Level 1
 
Netting*
 
Total
 
Level 1
 
Netting*
 
Total
Assets:
 
 
 
 

 
 
 
 
 

Commodity derivatives
$
185

 
$

 
$
185

 
$
36

 
$
(36
)
 
$

Total assets
185

 

 
185

 
36

 
(36
)
 

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Commodity derivatives
$

 
$

 
$

 
$
96

 
$
(36
)
 
$
60

Warrants
76,084

 

 
76,084

 
58,134

 

 
58,134

Total liabilities
76,084

 

 
76,084

 
58,230

 
(36
)
 
58,194

Net assets (liabilities) at fair value
$
(75,899
)
 
$

 
$
(75,899
)
 
$
(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 June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Sales
1,135

 
720

 
1,950

 
1,330

Purchases
1,005

 
615

 
1,815

 
1,290

Realized and unrealized gains (losses) from our commodity derivatives were recorded to product revenue in the following amounts (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Commodity contracts
$
(1,942
)
 
$
(233
)
 
$
(2,749
)
 
$
(777
)
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):
 
June 30, 2014
 
December 31, 2013
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Commodity contracts
$
185

 
$

 
$

 
$
60

Long-Term Debt (Tables)
From and after July 15, 2017, Rose Rock may redeem the Rose Rock Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below:
Year
 
Percentage
2017
 
104.219%
2018
 
102.813%
2019
 
101.406%
2020 and thereafter
 
100.000%
Our long-term debt consisted of the following (in thousands):
 
June 30,
2014
 
December 31,
2013
SemGroup 7.50% senior unsecured notes
$
300,000

 
$
300,000

SemGroup corporate revolving credit facility
65,500

 
70,000

Rose Rock 5.625% senior unsecured notes
400,000

 

Rose Rock credit facility
447,500

 
245,000

SemMexico credit facility
4,318

 

Capital leases
107

 
125

Total long-term debt
$
1,217,425

 
$
615,125

less: current portion of long-term debt
4,357

 
37

Noncurrent portion of long-term debt
$
1,213,068

 
$
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 June 30, 2014, such commitments included the following (in thousands):
 
Volume
(Barrels)
 
Value
Fixed price purchases
145

 
$
13,348

Fixed price sales
175

 
$
17,720

Floating price purchases
9,329

 
$
949,093

Floating price sales
12,080

 
$
1,047,077

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
September 30, 2014
 
$
0.27

 
August 6, 2014
 
August 18, 2014
 
August 28, 2014
The following table shows the changes in our consolidated owners’ equity accounts from December 31, 2013 to June 30, 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 (loss)

 

 

 
(4,096
)
 

 
11,250

 
7,154

Other comprehensive income, net of income taxes

 

 

 

 
3,713

 

 
3,713

Distributions to noncontrolling interests

 

 

 

 

 
(13,209
)
 
(13,209
)
Dividends paid

 
(19,628
)


 

 

 

 
(19,628
)
Unvested dividend equivalent rights

 
(57
)
 

 

 

 
(43
)
 
(100
)
Non-cash equity compensation

 
3,367

 

 

 

 
390

 
3,757

Issuance of common stock under compensation plans
2

 
1,873

 

 

 

 

 
1,875

Repurchase of common stock

 

 
(719
)
 

 

 

 
(719
)
Transfer of SemCrude Pipeline interest to Rose Rock

 
53,370

 

 

 

 
(85,173
)
 
(31,803
)
Balance at June 30, 2014
$
427

 
$
1,193,441

 
$
(1,332
)
 
$
(101,668
)
 
$
859

 
$
73,176

 
$
1,164,903


The following table presents the changes in the components of accumulated other comprehensive income (loss) from December 31, 2013 to June 30, 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 expense of $2,342
3,716

 

 
3,716

Changes related to benefit plans, net of income tax benefit

 
(3
)
 
(3
)
Balance at June 30, 2014
$
(792
)
 
$
1,651

 
$
859

Earnings Per Share (Tables)
Basic and diluted earnings per share
The following summarizes the calculation of basic earnings (loss) per share for the three months and six months ended June 30, 2014 and 2013 (in thousands, except per share amounts):

 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
Continuing
Operations
 
Discontinued
Operations
 
Net
 
Continuing
Operations
 
Discontinued
Operations
 
Net
Income (loss)
$
(12,584
)
 
$

 
$
(12,584
)
 
$
7,477

 
$
35

 
$
7,512

less: Income attributable to noncontrolling interests
5,025

 

 
5,025

 
3,943

 

 
3,943

Numerator
$
(17,609
)
 
$

 
$
(17,609
)
 
$
3,534

 
$
35

 
$
3,569

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
1,282

 
1,282

 
1,282

 
811

 
811

 
811

Denominator
42,682

 
42,682

 
42,682

 
42,211

 
42,211

 
42,211

Basic earnings (loss) per share
$
(0.41
)
 
$

 
$
(0.41
)
 
$
0.08

 
$

 
$
0.08


 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
Continuing
Operations
 
Discontinued
Operations
 
Net
 
Continuing
Operations
 
Discontinued
Operations
 
Net
Income (loss)
$
7,159

 
$
(5
)
 
$
7,154

 
$
56,011

 
$
67

 
$
56,078

less: Income attributable to noncontrolling interests
11,250

 

 
11,250

 
9,065

 

 
9,065

Numerator
$
(4,091
)
 
$
(5
)
 
$
(4,096
)
 
$
46,946

 
$
67

 
$
47,013

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
1,257

 
1,257

 
1,257

 
745

 
745

 
745

Denominator
42,657

 
42,657

 
42,657

 
42,145

 
42,145

 
42,145

Basic earnings (loss) per share
$
(0.10
)
 
$

 
$
(0.10
)
 
$
1.11

 
$

 
$
1.12



The following summarizes the calculation of diluted earnings (loss) per share for the three months and six months ended June 30, 2014 and 2013 (in thousands, except per share amounts):

 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
Continuing
Operations
 
Discontinued
Operations
 
Net
 
Continuing
Operations
 
Discontinued
Operations
 
Net
Income (loss)
$
(12,584
)
 
$

 
$
(12,584
)
 
$
7,477

 
$
35

 
$
7,512

less: Income attributable to noncontrolling interests
5,025

 

 
5,025

 
3,943

 

 
3,943

Numerator
$
(17,609
)
 
$

 
$
(17,609
)
 
$
3,534

 
$
35

 
$
3,569

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
1,282

 
1,282

 
1,282

 
811

 
811

 
811

Effect of dilutive securities

 

 

 
315

 
315

 
315

Denominator
42,682

 
42,682

 
42,682

 
42,526

 
42,526

 
42,526

Diluted earnings (loss) per share
$
(0.41
)
 
$

 
$
(0.41
)
 
$
0.08

 
$

 
$
0.08


 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
Continuing
Operations
 
Discontinued
Operations
 
Net
 
Continuing
Operations
 
Discontinued
Operations
 
Net
Income (loss)
$
7,159

 
$
(5
)
 
$
7,154

 
$
56,011

 
$
67

 
$
56,078

less: Income attributable to noncontrolling interests
11,250

 

 
11,250

 
9,065

 

 
9,065

Numerator
$
(4,091
)
 
$
(5
)
 
$
(4,096
)
 
$
46,946

 
$
67

 
$
47,013

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
1,257

 
1,257

 
1,257

 
745

 
745

 
745

Effect of dilutive securities

 

 

 
279

 
279

 
279

Denominator
42,657

 
42,657

 
42,657

 
42,424

 
42,424

 
42,424

Diluted earnings (loss) per share
$
(0.10
)
 
$

 
$
(0.10
)
 
$
1.11

 
$

 
$
1.11

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, net of the effects of acquisitions, shown on our condensed consolidated statements of cash flows (in thousands):

 
Six Months Ended June 30,
 
2014
 
2013
Decrease (increase) in restricted cash
$
(2,193
)
 
$
275

Decrease (increase) in accounts receivable
(13,741
)
 
(12,512
)
Decrease (increase) in receivable from affiliates
37,472

 
(2,416
)
Decrease (increase) in inventories
(6,037
)
 
(237
)
Decrease (increase) in derivatives and margin deposits
(240
)
 
972

Decrease (increase) in other current assets
(2,631
)
 
839

Decrease (increase) in other assets
4

 
266

Increase (decrease) in accounts payable and accrued liabilities
(14,224
)
 
7,229

Increase (decrease) in payable to affiliates
(39,567
)
 
2

Increase (decrease) in payables to pre-petition creditors
(46
)
 
(424
)
Increase (decrease) in other noncurrent liabilities
1,284

 
(3,323
)
 
$
(39,919
)
 
$
(9,329
)
Related Party Transactions (Tables)
Related Party Transactions
During the three months and six months ended June 30, 2014 and 2013, we generated the following transactions with NGL Energy and its subsidiaries (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Revenues
$
108,456

 
$
183,617

 
$
280,894

 
$
362,331

Purchases
$
113,154

 
$
145,469

 
$
270,845

 
$
285,392

Reimbursements from NGL Energy for transition services
$
42

 
$
48

 
$
84

 
$
96

Condensed Consolidating Guarantor Financial Statements (Tables)
Condensed Consolidating Guarantor Balance Sheets
 
 
June 30, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
6,825

 
$

 
$
71,652

 
$
(3,139
)
 
$
75,338

Restricted cash
 
3,856

 

 
3,560

 

 
7,416

Accounts receivable, net
 
632

 
32,181

 
301,416

 

 
334,229

Proceeds receivable from senior note issuance
 

 

 
391,915

 

 
391,915

Receivable from affiliates
 
1,856

 
7,700

 
26,884

 
(6,639
)
 
29,801

Inventories
 

 
(540
)
 
44,920

 

 
44,380

Other current assets
 
12,803

 
736

 
7,226

 

 
20,765

Total current assets
 
25,972

 
40,077


847,573


(9,778
)

903,844

Property, plant and equipment, net
 
3,998

 
429,428

 
778,995

 

 
1,212,421

Equity method investments
 
1,591,000

 
600,077

 
271,187

 
(1,828,889
)
 
633,375

Goodwill
 

 
13,052

 
55,967

 

 
69,019

Other intangible assets, net
 
28

 
156,483

 
13,724

 

 
170,235

Other noncurrent assets, net
 
11,956

 
1,241

 
20,353

 

 
33,550

Total assets
 
$
1,632,954

 
$
1,240,358


$
1,987,799


$
(1,838,667
)

$
3,022,444

LIABILITIES AND OWNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
723

 
$
26,800

 
$
233,757

 
$

 
$
261,280

Payable to affiliates
 
41

 
71

 
27,583

 
(4,984
)
 
22,711

Accrued liabilities
 
9,745

 
13,931

 
46,670

 
4

 
70,350

Payables to pre-petition creditors
 
3,128

 

 
8

 

 
3,136

Deferred revenue
 

 

 
22,238

 
(1
)
 
22,237

Warrant liability
 
76,084

 

 

 

 
76,084

Other current liabilities
 
415

 
708

 
1,110

 
(1,658
)
 
575

Current portion of long-term debt
 

 

 
4,357

 

 
4,357

Total current liabilities
 
90,136

 
41,510

 
335,723

 
(6,639
)
 
460,730

Long-term debt
 
365,500

 

 
847,568

 

 
1,213,068

Deferred income taxes
 
85,583

 

 
54,488

 

 
140,071

Other noncurrent liabilities
 
8

 

 
43,664

 

 
43,672

Commitments and contingencies
 


 


 


 


 


Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
 
1,091,727

 
1,198,848

 
633,180

 
(1,832,028
)
 
1,091,727

Noncontrolling interests in consolidated subsidiaries
 

 

 
73,176

 

 
73,176

Total owners’ equity
 
1,091,727

 
1,198,848


706,356


(1,832,028
)

1,164,903

Total liabilities and owners’ equity
 
$
1,632,954


$
1,240,358

 
$
1,987,799

 
$
(1,838,667
)
 
$
3,022,444


 
 
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 June 30, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Product
 
$

 
$
82,212

 
$
330,549

 
$
(9,775
)
 
$
402,986

Service
 

 
11,317

 
42,133

 

 
53,450

Other
 

 

 
25,788

 

 
25,788

Total revenues
 

 
93,529


398,470


(9,775
)

482,224

Expenses:
 
 
 
 
 
 
 
 
 

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

 
67,306

 
310,996

 
(9,775
)
 
368,527

Operating
 

 
8,411

 
51,013

 

 
59,424

General and administrative
 
4,985

 
2,678

 
14,187

 

 
21,850

Depreciation and amortization
 
417

 
8,123

 
13,522

 

 
22,062

Loss (gain) on disposal of long-lived assets, net
 
5,945

 
54,695

 
(41,325
)
 

 
19,315

Total expenses
 
11,347

 
141,213


348,393


(9,775
)
 
491,178

Earnings from equity method investments
 
10,493

 
57,955

 
8,209

 
(57,470
)
 
19,187

Operating income (loss)
 
(854
)
 
10,271


58,286


(57,470
)

10,233

Other expenses, net:
 
 
 
 
 
 
 
 
 

Interest expense
 
3,093

 
4,619

 
3,480

 
(832
)
 
10,360

Foreign currency transaction loss
 

 

 
167

 

 
167

Other expense, net
 
18,099

 

 
32

 
831

 
18,962

Total other expenses, net
 
21,192

 
4,619


3,679


(1
)

29,489

Income (loss) from continuing operations before income taxes
 
(22,046
)
 
5,652


54,607


(57,469
)

(19,256
)
Income tax benefit
 
(4,437
)
 

 
(2,235
)
 

 
(6,672
)
Income (loss) from continuing operations
 
(17,609
)
 
5,652


56,842


(57,469
)

(12,584
)
Net income (loss)
 
(17,609
)
 
5,652


56,842


(57,469
)

(12,584
)
Less: net income attributable to noncontrolling interests
 

 

 
5,025

 

 
5,025

Net income (loss) attributable to SemGroup
 
$
(17,609
)
 
$
5,652


$
51,817


$
(57,469
)

$
(17,609
)
Net income (loss)
 
$
(17,609
)
 
$
5,652


$
56,842


$
(57,469
)

$
(12,584
)
Other comprehensive income (loss), net of income taxes
 
(1,680
)
 

 
8,365

 

 
6,685

Comprehensive income (loss)
 
(19,289
)
 
5,652


65,207


(57,469
)

(5,899
)
Less: comprehensive income attributable to noncontrolling interests
 

 

 
5,025

 

 
5,025

Comprehensive income (loss) attributable to SemGroup
 
$
(19,289
)
 
$
5,652


$
60,182


$
(57,469
)

$
(10,924
)
 
 
Three Months Ended June 30, 2013
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Product
 
$

 
$
45,623

 
$
200,649

 
$
(5,019
)
 
$
241,253

Service
 

 
223

 
31,455

 

 
31,678

Other
 

 

 
51,313

 

 
51,313

Total revenues
 

 
45,846


283,417


(5,019
)

324,244

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

 
32,682

 
185,046

 
(5,019
)
 
212,709

Operating
 

 
4,001

 
65,681

 

 
69,682

General and administrative
 
4,210

 
2,069

 
10,619

 

 
16,898

Depreciation and amortization
 
482

 
2,082

 
10,250

 

 
12,814

Gain on disposal of long-lived assets, net
 

 
(5
)
 
(371
)
 

 
(376
)
Total expenses
 
4,692

 
40,829


271,225


(5,019
)

311,727

Earnings from equity method investments
 
20,358

 
19,796

 
10,661

 
(35,954
)
 
14,861

Operating income
 
15,666

 
24,813


22,853


(35,954
)

27,378

Other expenses (income):
 
 
 
 
 
 
 
 
 
 
Interest expense (income)
 
(901
)
 
1,024

 
4,372

 

 
4,495

Foreign currency transaction gain
 

 

 
(349
)
 

 
(349
)
Other expense, net
 
5,009

 

 
1,458

 

 
6,467

Total other expenses, net
 
4,108

 
1,024


5,481




10,613

Income from continuing operations before income taxes
 
11,558

 
23,789


17,372


(35,954
)

16,765

Income tax expense
 
7,989

 

 
1,299

 

 
9,288

Income from continuing operations
 
3,569

 
23,789


16,073


(35,954
)

7,477

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

 
36

 
(1
)
 

 
35

Net income
 
3,569

 
23,825


16,072


(35,954
)

7,512

Less: net income attributable to noncontrolling interests
 

 

 
3,943

 

 
3,943

Net income attributable to SemGroup
 
$
3,569

 
$
23,825


$
12,129


$
(35,954
)

$
3,569

Net income
 
$
3,569

 
$
23,825


$
16,072


$
(35,954
)

$
7,512

Other comprehensive income (loss), net of income taxes
 
936

 

 
(6,290
)
 

 
(5,354
)
Comprehensive income
 
4,505

 
23,825


9,782


(35,954
)

2,158

Less: comprehensive income attributable to noncontrolling interests
 

 

 
3,943

 

 
3,943

Comprehensive income (loss) attributable to SemGroup
 
$
4,505

 
$
23,825


$
5,839


$
(35,954
)

$
(1,785
)
 
 
Six Months Ended June 30, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Product
 
$

 
$
180,337

 
$
669,346

 
$
(19,667
)
 
$
830,016

Service
 

 
14,127

 
87,830

 

 
101,957

Other
 

 

 
49,134

 

 
49,134

Total revenues
 

 
194,464


806,310


(19,667
)

981,107

Expenses:
 
 
 
 
 
 
 
 
 

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

 
144,840

 
628,467

 
(19,667
)
 
753,640

Operating
 

 
15,761

 
94,441

 

 
110,202

General and administrative
 
9,518

 
4,968

 
26,100

 

 
40,586

Depreciation and amortization
 
852

 
13,887

 
30,960

 

 
45,699

Loss (gain) on disposal of long-lived assets, net
 
5,945

 
54,705

 
(41,393
)
 

 
19,257

Total expenses
 
16,315

 
234,161


738,575


(19,667
)

969,384

Earnings from equity method investments
 
31,319

 
74,582

 
15,613

 
(87,365
)
 
34,149

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

 

 

 

 
8,127

Operating income
 
23,131

 
34,885


83,348


(87,365
)

53,999

Other expenses (income):
 
 
 
 
 
 
 
 
 

Interest expense
 
5,583

 
8,698

 
6,955

 
(1,649
)
 
19,587

Foreign currency transaction gain
 

 

 
(516
)
 

 
(516
)
Other expense (income), net
 
16,301

 

 
(35
)
 
1,649

 
17,915

Total other expenses, net
 
21,884

 
8,698


6,404




36,986

Income from continuing operations before income taxes
 
1,247

 
26,187


76,944


(87,365
)

17,013

Income tax expense
 
5,343

 

 
4,511

 

 
9,854

Income (loss) from continuing operations
 
(4,096
)
 
26,187


72,433


(87,365
)

7,159

Loss from discontinued operations, net of income taxes
 

 

 
(5
)
 

 
(5
)
Net income (loss)
 
(4,096
)
 
26,187


72,428


(87,365
)

7,154

Less: net income attributable to noncontrolling interests
 

 

 
11,250

 

 
11,250

Net income (loss) attributable to SemGroup
 
$
(4,096
)
 
$
26,187


$
61,178


$
(87,365
)

$
(4,096
)
Net income (loss)
 
$
(4,096
)
 
$
26,187


$
72,428


$
(87,365
)

$
7,154

Other comprehensive income (loss), net of income taxes
 
(2,426
)
 

 
6,139

 

 
3,713

Comprehensive income (loss)
 
(6,522
)
 
26,187


78,567


(87,365
)

10,867

Less: comprehensive income attributable to noncontrolling interests
 

 

 
11,250

 

 
11,250

Comprehensive income (loss) attributable to SemGroup
 
$
(6,522
)
 
$
26,187


$
67,317


$
(87,365
)

$
(383
)

 
 
Six Months Ended June 30, 2013
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
Product
 
$

 
$
83,257

 
$
402,713

 
$
(9,088
)
 
$
476,882

Service
 

 
471

 
58,864

 

 
59,335

Other
 

 

 
75,723

 

 
75,723

Total revenues
 

 
83,728

 
537,300

 
(9,088
)
 
611,940

Expenses:
 
 
 
 
 
 
 
 
 

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

 
61,156

 
373,010

 
(9,088
)
 
425,078

Operating
 

 
7,972

 
102,481

 

 
110,453

General and administrative
 
8,128

 
4,105

 
21,702

 

 
33,935

Depreciation and amortization
 
1,007

 
4,060

 
20,383

 

 
25,450

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

 
3

 
(541
)
 

 
(538
)
Total expenses
 
9,135

 
77,296

 
517,035

 
(9,088
)
 
594,378

Earnings from equity method investments
 
37,245

 
38,343

 
21,100

 
(64,482
)
 
32,206

Operating income
 
28,110

 
44,775

 
41,365

 
(64,482
)
 
49,768

Other expenses (income):
 
 
 
 
 
 
 
 
 

Interest expense (income)
 
(2,917
)
 
1,827

 
7,981

 

 
6,891

Foreign currency transaction loss
 

 

 
(516
)
 

 
(516
)
Other expense, net
 
29,443

 
158

 
2,499

 

 
32,100

Total other expenses, net
 
26,526

 
1,985

 
9,964

 

 
38,475

Income from continuing operations before income taxes
 
1,584

 
42,790

 
31,401

 
(64,482
)
 
11,293

Income tax (benefit) expense
 
(45,429
)
 

 
711

 

 
(44,718
)
Income from continuing operations
 
47,013

 
42,790

 
30,690

 
(64,482
)
 
56,011

Income from discontinued operations, net of income taxes
 

 
66

 
1

 

 
67

Net income
 
47,013

 
42,856

 
30,691

 
(64,482
)
 
56,078

Less: net income attributable to noncontrolling interests
 

 

 
9,065

 

 
9,065

Net income attributable to SemGroup
 
$
47,013

 
$
42,856

 
$
21,626

 
$
(64,482
)
 
$
47,013

Net income
 
$
47,013

 
$
42,856

 
$
30,691

 
$
(64,482
)
 
$
56,078

Other comprehensive income (loss), net of income taxes
 
2,352

 

 
(12,764
)
 

 
(10,412
)
Comprehensive income
 
49,365

 
42,856

 
17,927

 
(64,482
)
 
45,666

Less: comprehensive income attributable to noncontrolling interests
 

 

 
9,065

 

 
9,065

Comprehensive income attributable to SemGroup
 
$
49,365

 
$
42,856

 
$
8,862

 
$
(64,482
)
 
$
36,601

Condensed Consolidating Guarantor Statements of Cash Flows
 
 
Six Months Ended June 30, 2014
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by operating activities
 
$
5,730

 
$
28,836

 
$
32,701

 
$
(11,718
)
 
$
55,549

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 

Capital expenditures
 
(734
)
 
(88,459
)
 
(38,475
)
 

 
(127,668
)
Proceeds from sale of long-lived assets
 

 
2,361

 
1,659

 

 
4,020

Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream L.P.
 
114,412

 

 

 
(114,412
)
 

Investments in non-consolidated subsidiaries
 

 
(16,203
)
 
(51,774
)
 

 
(67,977
)
Payments to acquire businesses
 

 
(514
)
 
(43,994
)
 

 
(44,508
)
Distributions in excess of equity in earnings of affiliates
 
1,254

 
719

 
4,681

 
(1,254
)
 
5,400

Net cash used in investing activities
 
114,932


(102,096
)

(127,903
)

(115,666
)
 
(230,733
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 
(93
)
 

 
(62
)
 

 
(155
)
Borrowings on credit facilities
 
233,500

 

 
300,330

 

 
533,830

Principal payments on credit facilities and other obligations
 
(238,000
)
 

 
(93,518
)
 

 
(331,518
)
Distributions to noncontrolling interests
 

 

 
(13,209
)
 

 
(13,209
)
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
 
(719
)
 

 

 

 
(719
)
Dividends paid
 
(19,628
)
 

 

 

 
(19,628
)
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
 
(93,180
)
 
73,260

 
(105,883
)
 
125,803

 

Net cash provided by (used in) financing activities
 
(116,382
)
 
73,260


87,658


125,803

 
170,339

Effect of exchange rate changes on cash and cash equivalents
 

 

 
832

 

 
832

Change in cash and cash equivalents
 
4,280

 


(6,712
)

(1,581
)
 
(4,013
)
Cash and cash equivalents at beginning of period
 
2,545

 

 
78,364

 
(1,558
)
 
79,351

Cash and cash equivalents at end of period
 
$
6,825

 
$


$
71,652


$
(3,139
)
 
$
75,338


 
 
Six Months Ended June 30, 2013
 
 
Parent
 
Guarantors
 
Non-guarantors
 
Consolidating Adjustments
 
Consolidated
Net cash provided by (used in) operating activities
 
$
14,394

 
$
(1,839
)
 
$
39,478

 
$
3,403

 
$
55,436

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(442
)
 
(36,531
)
 
(22,904
)
 

 
(59,877
)
Proceeds from sale of long-lived assets
 

 
3

 
541

 

 
544

Investments in non-consolidated subsidiaries
 

 
(21,290
)
 
(60,321
)
 

 
(81,611
)
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
 

 

 
5,582

 

 
5,582

Net cash provided by (used in) investing activities
 
189,058

 
(57,818
)

(77,102
)

(189,500
)
 
(135,362
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 

Debt issuance costs
 
(8,651
)
 

 
(1,612
)
 

 
(10,263
)
Borrowings on credit facilities
 
394,500

 

 
255,474

 

 
649,974

Principal payments on credit facilities and other obligations
 
(296,000
)
 

 
(89,012
)
 

 
(385,012
)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
 

 

 
57,751

 

 
57,751

Distributions to noncontrolling interests
 

 

 
(7,496
)
 

 
(7,496
)
Proceeds from warrant exercises
 
224

 

 

 

 
224

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

 

 

 
(371
)
Dividends paid
 
(7,939
)
 

 

 

 
(7,939
)
Intercompany borrowing (advances), net
 
(69,606
)
 
59,657

 
(174,866
)
 
184,815

 

Net cash provided by financing activities
 
12,157

 
59,657


40,239


184,815

 
296,868

Effect of exchange rate changes on cash and cash equivalents
 

 

 
1,795

 

 
1,795

Change in cash and cash equivalents
 
215,609

 


4,410


(1,282
)
 
218,737

Cash and cash equivalents at beginning of period
 
19,123

 

 
63,844

 
(2,938
)
 
80,029

Cash and cash equivalents at end of period
 
$
234,732

 
$


$
68,254


$
(4,220
)
 
$
298,766

Acquisition (Tables)
Property, plant and equipment
$
21,700

Customer contract intangible
4,459

Goodwill
17,835

Total assets acquired
$
43,994

Balance at December 31, 2013
$
62,021

Acquisition
17,835

Mid-America Midstream Gas Services, LLC purchase price allocation adjustment
(10,787
)
Barcas Field Services, LLC purchase price allocation adjustment
(98
)
Currency translation adjustments
48

Balance at June 30, 2014
$
69,019

Rose Rock Midstream, L.P. -Distributions (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
0 Months Ended 6 Months Ended 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]
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]
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]
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]
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]
May 15, 2014
Distribution of Q1 2014 earnings [Member]
May 15, 2014
Distribution of Q1 2014 earnings [Member]
Semgroup [Member]
Common Units [Member]
May 15, 2014
Distribution of Q1 2014 earnings [Member]
Semgroup [Member]
Subordinated Units [Member]
May 15, 2014
Distribution of Q1 2014 earnings [Member]
Noncontrolling Interest [Member]
Aug. 14, 2014
Subsequent Event [Member]
Distribution of Q2 2014 earnings [Member]
Jun. 30, 2014
Subsequent Event [Member]
Distribution of Q2 2014 earnings [Member]
Aug. 14, 2014
Subsequent Event [Member]
Distribution of Q2 2014 earnings [Member]
Semgroup [Member]
Common Units [Member]
Aug. 14, 2014
Subsequent Event [Member]
Distribution of Q2 2014 earnings [Member]
Semgroup [Member]
Subordinated Units [Member]
Aug. 14, 2014
Subsequent Event [Member]
Distribution of Q2 2014 earnings [Member]
Noncontrolling Interest [Member]
Feb. 14, 2013
Semgroup [Member]
Distribution of Q4 2012 earnings [Member]
May 15, 2013
Semgroup [Member]
Distribution of Q1 2013 earnings [Member]
Aug. 14, 2013
Semgroup [Member]
Distribution of Q2 2013 earnings [Member]
Nov. 14, 2013
Semgroup [Member]
Distribution of Q3 2013 earnings [Member]
Feb. 14, 2014
Semgroup [Member]
Distribution of Q4 2013 earnings [Member]
May 15, 2014
Semgroup [Member]
Distribution of Q1 2014 earnings [Member]
Aug. 14, 2014
Semgroup [Member]
Subsequent Event [Member]
Distribution of Q2 2014 earnings [Member]
Incentive Distributions Made to Managing Members or General Partners by Distribution [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution per unit
$ 0.4025 
 
 
 
$ 0.4300 
 
 
 
$ 0.4400 
 
 
 
$ 0.4500 
 
 
 
$ 0.4650 
 
 
 
$ 0.4950 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Limited Partner, Distribution Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aug. 14, 2014 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Limited Partner, Date of Record
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aug. 04, 2014 
 
 
 
 
 
 
 
 
 
 
General partner distributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 167 
$ 179 
$ 183 
$ 232 
$ 257 
$ 278 
 
Incentive distributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
41 
72 
127 
244 
488 
888 
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 
 
2,173 
4,153 
6,811 
 
 
 
 
 
 
 
 
 
 
 
 
Total distributions to partners
8,331 
 
 
 
8,941 
 
 
 
9,180 
 
 
 
11,624 
 
 
 
12,841 
 
 
 
13,903 
 
 
 
16,718 
 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Limited Partner, Cash Distributions Declared
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,646 
4,488 
7,362 
 
 
 
 
 
 
 
Distribution Made to Limited Partner, Distributions Declared, Per Unit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.5350 
 
 
 
 
 
 
 
 
 
 
 
Managing Member or General Partner, Subsequent Distribution Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 334 
Rose Rock Midstream, L.P. - Summarized balance sheet information (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Summarized Balance Sheet Information
 
 
Other current assets
$ 20,765 
$ 14,011 
Property, plant and equipment, net
1,212,421 
1,105,728 
Equity method investment
633,375 
565,124 
Goodwill
69,019 
62,021 
Other noncurrent assets, net
33,550 
28,889 
Total assets
3,022,444 
2,470,614 
Current liabilities
460,730 
499,214 
Long-term debt
1,213,068 
615,088 
Noncontrolling interests in consolidated subsidiary retained by SemGroup
73,176 
159,961 
Total liabilities and owners’ equity
3,022,444 
2,470,614 
Rose Rock Midstream, L.P. [Member]
 
 
Summarized Balance Sheet Information
 
 
Cash
3,353 
15,459 
Other current assets
669,012 
306,128 
Property, plant and equipment, net
336,377 
311,616 
Equity method investment
271,187 
224,095 
Goodwill
46,059 
28,322 
Other noncurrent assets, net
22,549 
11,627 
Total assets
1,348,537 
897,247 
Current liabilities
247,677 
293,031 
Long-term debt
847,568 
245,088 
Partners’ capital attributable to SemGroup
180,116 
120,610 
Partners’ capital attributable to noncontrolling interests
73,176 
159,961 
Noncontrolling interests in consolidated subsidiary retained by SemGroup
78,557 
Total liabilities and owners’ equity
$ 1,348,537 
$ 897,247 
Rose Rock Midstream, L.P. - Summarized income statement information (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Summarized Income Statement Information
 
 
 
 
Revenue
$ 482,224 
$ 324,244 
$ 981,107 
$ 611,940 
Cost of products sold
368,527 
212,709 
753,640 
425,078 
Depreciation and amortization
22,062 
12,814 
45,699 
25,450 
Earnings from equity method investments
19,187 
14,861 
34,149 
32,206 
Net income
(12,584)
7,512 
7,154 
56,078 
Net Income (Loss) Attributable to Parent
(17,609)
3,569 
(4,096)
47,013 
Noncontrolling interests in consolidated subsidiary retained by SemGroup
5,025 
3,943 
11,250 
9,065 
Rose Rock Midstream, L.P. [Member]
 
 
 
 
Summarized Income Statement Information
 
 
 
 
Revenue
290,432 
161,422 
581,355 
332,654 
Cost of products sold
255,745 
140,506 
510,282 
288,957 
Operating, general and administrative expenses
23,007 
9,061 
41,508 
18,040 
Depreciation and amortization
6,267 
3,690 
16,801 
7,197 
Earnings from equity method investments
12,291 
3,451 
23,371 
6,904 
Net income
15,130 
9,134 
31,289 
21,128 
Net Income (Loss) Attributable to Parent
11,048 
9,134 
23,531 
21,128 
Noncontrolling interests in consolidated subsidiary retained by SemGroup
$ 4,082 
$ 0 
$ 7,758 
$ 0 
Rose Rock Midstream, L.P. (Details Textual) (USD $)
In Millions, except Share data, unless otherwise specified
6 Months Ended 6 Months Ended 6 Months Ended 1 Months Ended 6 Months Ended
Jun. 30, 2014
White Cliffs Pipeline L L C [Member]
bbl
Jun. 30, 2014
Semcrude Pipeline [Member]
White Cliffs Pipeline L L C [Member]
Jun. 30, 2014
Rose Rock Midstream, L.P. [Member]
Jun. 30, 2014
Rose Rock Midstream, L.P. [Member]
Common Units [Member]
Jun. 30, 2014
Rose Rock Midstream, L.P. [Member]
Class A [Member]
Jun. 30, 2014
Rose Rock Midstream, L.P. [Member]
Subordinated Units [Member]
Jun. 30, 2014
Limited Partner [Member]
Rose Rock Midstream, L.P. [Member]
Jun. 30, 2014
General Partner [Member]
Rose Rock Midstream, L.P. [Member]
Jun. 30, 2014
First Target Distribution [Member]
Minimum [Member]
Jun. 23, 2014
Third contribution of 33% Interest in SemCrude Pipeline [Domain]
Semcrude Pipeline [Member]
Jun. 23, 2014
Rose Rock Midstream L P [Member]
Third contribution of 33% Interest in SemCrude Pipeline [Domain]
Semcrude Pipeline [Member]
Jun. 23, 2014
Capital Unit, Class A [Member]
Rose Rock Midstream L P [Member]
Third contribution of 33% Interest in SemCrude Pipeline [Domain]
Jun. 23, 2014
Common Units [Member]
Rose Rock Midstream L P [Member]
Third contribution of 33% Interest in SemCrude Pipeline [Domain]
Jun. 30, 2014
Crude [Member]
Limited Partner [Member]
Rose Rock Midstream, L.P. [Member]
Subsidiary (Textual) [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General partner ownership interest
 
 
2.00% 
 
 
 
 
2.00% 
 
 
 
 
 
 
Limited partner ownership interest
 
 
 
 
 
 
56.80% 
 
 
 
 
 
 
100.00% 
Common units representing limited partner interests
 
 
 
6,800,000 
3,750,000 
8,400,000 
 
 
 
 
 
 
 
 
Equity method investment, ownership percentage
 
51.00% 
 
 
 
 
 
 
 
33.00% 
 
 
 
 
Average daily throughput threshold in barrels for conversion of Class A units
125,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from Sale of Equity Method Investments
 
 
 
 
 
 
 
 
 
 
$ 114.4 
 
 
 
Noncash or Part Noncash Divestiture, Type of Consideration Received
 
 
 
 
 
 
 
 
 
 
 
1.25 
2.425 
 
Partners' minimum quarterly distribution per unit
 
 
 
 
 
 
 
 
0.3625 
 
 
 
 
 
Investments in Non-Consolidated Subsidiaries - Equity method investments (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Schedule of Equity Method Investments [Line Items]
 
 
Equity method investments
$ 633,375 
$ 565,124 
White Cliffs Pipeline, L.L.C. [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Equity method investments
271,187 
224,095 
NGL Energy Partners LP [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Equity method investments
214,522 
208,848 
Glass Mountain Pipeline LLC [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Equity method investments
$ 147,666 
$ 132,181 
Investments in Non-Consolidated Subsidiaries - Equity earnings, by investment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Schedule of Equity Method Investments [Line Items]
 
 
 
 
Earnings from equity method investments
$ 19,187 
$ 14,861 
$ 34,149 
$ 32,206 
White Cliffs Pipeline, L.L.C. [Member]
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
Earnings from equity method investments
12,291 
10,661 
23,371 
21,100 
NGL Energy Partners LP [Member]
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
Earnings from equity method investments
4,968 
4,200 
8,559 
11,116 
Glass Mountain Pipeline LLC [Member]
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
Earnings from equity method investments
$ 1,928 
$ 0 
$ 2,219 
$ (10)
Investments in Non-Consolidated Subsidiaries - Distributions received, by investment (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Schedule of Equity Method Investments [Line Items]
 
 
 
 
Proceeds from Equity Method Investment, Dividends or Distributions
 
 
$ 36,601 
$ 29,798 
Return of and return on capital [Member]
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
Proceeds from Equity Method Investment, Dividends or Distributions
23,075 
17,315 
42,001 
35,379 
White Cliffs Pipeline L L C [Member]
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
Proceeds from Equity Method Investment, Dividends or Distributions
14,467 
12,889 
28,052 
26,681 
NGL Energy Partners LP [Member]
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
Proceeds from Equity Method Investment, Dividends or Distributions
5,671 
4,426 
11,012 
8,698 
Glass Mountain Pipeline LLC [Member]
 
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
 
Proceeds from Equity Method Investment, Dividends or Distributions
$ 2,937 
$ 0 
$ 2,937 
$ 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 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
White Cliffs Pipeline, L.L.C. [Member]
 
 
 
 
Summarized income statement information
 
 
 
 
Equity Method Investment, Summarized Financial Information, Revenue
$ 34,533 
$ 30,112 
$ 67,807 
$ 60,785 
Equity Method Investment, Summarized Financial Information, Operating, General and Administrative Expenses
5,539 
4,113 
12,307 
9,292 
Equity Method Investment, Summarized Financial Information, Depreciation and Amortization Expense
4,537 
4,715 
8,930 
9,430 
Equity Method Investment, Summarized Financial Information, Net Income (Loss)
$ 24,457 
$ 21,284 
$ 46,570 
$ 42,063 
Investments in Non-Consolidated Subsidiaries - Summarized financial information - NGL Energy (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Mar. 31, 2014
NGL Energy Partners LP [Member]
Mar. 31, 2013
NGL Energy Partners LP [Member]
Jun. 30, 2014
NGL Energy Partners LP [Member]
Mar. 31, 2014
NGL Energy Partners LP [Member]
Mar. 31, 2013
NGL Energy Partners LP [Member]
Sep. 30, 2014
Subsequent Event [Member]
NGL Energy Partners LP [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
Gain on issuance of common units by equity method investee
$ 0 
$ 0 
$ 8,127 
$ 0 
 
 
$ 8,127 
 
 
$ 18,800 
Summarized income statement information
 
 
 
 
 
 
 
 
 
 
Equity Method Investment, Summarized Financial Information, Revenue
 
 
 
 
3,975,935 
1,617,613 
 
6,719,380 
2,955,821 
 
Cost of Goods Sold
 
 
 
 
3,764,744 
1,481,890 
 
6,340,773 
2,686,435 
 
Equity Method Investment, Summarized Financial Information, Operating, General and Administrative Expenses
 
 
 
 
110,923 
74,632 
 
201,676 
139,325 
 
Equity Method Investment, Summarized Financial Information, Depreciation and Amortization Expense
 
 
 
 
37,475 
27,518 
 
72,969 
46,265 
 
Equity Method Investment, Summarized Financial Information, Net Income (Loss)
 
 
 
 
$ 43,146 
$ 22,341 
 
$ 67,198 
$ 62,818 
 
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 6 Months Ended
Jun. 30, 2014
Jun. 30, 2014
Glass Mountain Pipeline LLC [Member]
 
 
Schedule of Equity Method Investments [Line Items]
 
 
Equity Method Investment, Summarized Financial Information, Revenue
$ 8,891 
$ 12,744 
Equity Method Investment, Summarized Financial Information, Operating, General and Administrative Expenses
1,158 
2,008 
Equity Method Investment, Summarized Financial Information, Depreciation and Amortization Expense
3,770 
6,118 
Equity Method Investment, Summarized Financial Information, Net Income (Loss)
$ 3,962 
$ 4,615 
Investments in Non-Consolidated Subsidiaries (Details Textual) (USD $)
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 26 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
White Cliffs Pipeline, L.L.C. [Member]
Jun. 30, 2013
White Cliffs Pipeline, L.L.C. [Member]
Jun. 30, 2014
White Cliffs Pipeline, L.L.C. [Member]
Jun. 30, 2013
White Cliffs Pipeline, L.L.C. [Member]
Jun. 30, 2014
General Partner [Member]
NGL Energy Partners LP [Member]
Jun. 30, 2014
NGL Energy Partners LP [Member]
Mar. 31, 2014
NGL Energy Partners LP [Member]
Jun. 30, 2014
NGL Energy Partners LP [Member]
Limited Partner Interests [Member]
Jun. 30, 2014
White Cliffs Pipeline, L.L.C. [Member]
Semcrude Pipeline [Member]
Jun. 30, 2014
Glass Mountain Pipeline LLC [Member]
Jun. 30, 2014
Glass Mountain Pipeline LLC [Member]
Jun. 30, 2014
Glass Mountain Pipeline LLC [Member]
Jun. 30, 2014
Pipeline expansion [Member]
White Cliffs Pipeline, L.L.C. [Member]
Semcrude Pipeline [Member]
Jun. 30, 2014
Pipeline expansion [Member]
White Cliffs Pipeline, L.L.C. [Member]
Semcrude Pipeline [Member]
Width
Sep. 30, 2014
Subsequent Event [Member]
NGL Energy Partners LP [Member]
Schedule of Equity Method Investments [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain on issuance of common units by equity method investee
$ 0 
$ 0 
$ 8,127,000 
$ 0 
 
 
 
 
 
$ 8,127,000 
 
 
 
 
 
 
 
 
$ 18,800,000 
Units of equity investee divested
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,480,841 
Limited partner ownership interest
 
 
 
 
 
 
 
 
 
 
 
11.50% 
 
 
 
 
 
 
 
Width of pipeline in inches
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12 
 
Project funding contributions
 
 
 
 
 
 
 
 
 
 
 
 
 
5,100,000 
16,200,000 
147,700,000 
38,300,000 
51,000,000 
 
General and administrative
21,850,000 
16,898,000 
40,586,000 
33,935,000 
400,000 
400,000 
800,000 
700,000 
 
 
 
 
 
 
 
 
 
 
 
Common units
 
 
 
 
 
 
 
 
 
9,133,409 
 
 
 
 
 
 
 
 
 
Percentage of limited partner ownership interest
 
 
 
 
 
 
 
 
 
 
 
 
51.00% 
50.00% 
50.00% 
50.00% 
 
 
 
Common units representing limited partner interests
 
 
 
 
 
 
 
 
 
 
79,340,655 
 
 
 
 
 
 
 
 
General partner ownership interest
 
 
 
 
 
 
 
 
11.78% 
 
 
 
 
 
 
 
 
 
 
Fair market value of common units
 
 
 
 
 
 
 
 
 
395,800,000 
 
 
 
 
 
 
 
 
 
Closing price per common unit
$ 78.85 
 
$ 78.85 
 
 
 
 
 
 
$ 43.34 
 
 
 
 
 
 
 
 
 
Additional cash capital contribution, year one
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,300,000 
2,300,000 
 
Proceeds from Sale of Equity Method Investments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
62,500,000 
Gain (Loss) on Disposition of Stock in Subsidiary or Equity Method Investee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 27,700,000 
Segments (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Dec. 31, 2013
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
$ 482,224 
$ 324,244 
$ 981,107 
$ 611,940 
 
Costs of products sold, exclusive of depreciation and amortization shown below
368,527 
212,709 
753,640 
425,078 
 
Operating
59,424 
69,682 
110,202 
110,453 
 
General and administrative
21,850 
16,898 
40,586 
33,935 
 
Depreciation and amortization
22,062 
12,814 
45,699 
25,450 
 
Loss (gain) on disposal of long-lived assets, net
19,315 
(376)
19,257 
(538)
 
Total expenses
491,178 
311,727 
969,384 
594,378 
 
Earnings from equity method investments
19,187 
14,861 
34,149 
32,206 
 
Gain on issuance of common units by equity method investee
8,127 
 
Operating income
10,233 
27,378 
53,999 
49,768 
 
Other expenses (income), net
29,489 
10,613 
36,986 
38,475 
 
Income (loss) from continuing operations before income taxes
(19,256)
16,765 
17,013 
11,293 
 
Total assets at June 30, 2014 (excluding intersegment receivables)
3,022,444 
 
3,022,444 
 
2,470,614 
Crude [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
292,156 
161,422 
584,670 
332,654 
 
Costs of products sold, exclusive of depreciation and amortization shown below
255,745 
140,506 
510,282 
288,957 
 
Operating
17,689 
5,691 
32,828 
11,429 
 
General and administrative
6,438 
3,568 
10,380 
7,418 
 
Depreciation and amortization
7,276 
3,690 
18,758 
7,197 
 
Loss (gain) on disposal of long-lived assets, net
(27)
(25)
(61)
(25)
 
Total expenses
287,121 
153,430 
572,187 
314,976 
 
Earnings from equity method investments
14,219 
10,661 
25,590 
21,090 
 
Gain on issuance of common units by equity method investee
 
 
 
 
Operating income
19,254 
18,653 
38,073 
38,768 
 
Other expenses (income), net
5,178 
4,120 
9,841 
7,291 
 
Income (loss) from continuing operations before income taxes
14,076 
14,533 
28,232 
31,477 
 
Total assets at June 30, 2014 (excluding intersegment receivables)
1,543,964 
 
1,543,964 
 
 
SemStream [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
   
   
 
Costs of products sold, exclusive of depreciation and amortization shown below
   
 
Operating
   
 
General and administrative
(52)
160 
61 
316 
 
Depreciation and amortization
 
Loss (gain) on disposal of long-lived assets, net
 
Total expenses
(52)
160 
61 
323 
 
Earnings from equity method investments
4,968 
4,200 
8,559 
11,116 
 
Gain on issuance of common units by equity method investee
 
 
8,127 
 
 
Operating income
5,020 
4,040 
16,625 
10,793 
 
Other expenses (income), net
(1,277)
(1,193)
(2,541)
(2,161)
 
Income (loss) from continuing operations before income taxes
6,297 
5,233 
19,166 
12,954 
 
Total assets at June 30, 2014 (excluding intersegment receivables)
214,522 
 
214,522 
 
 
SemCAMS [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
39,954 
66,459 
79,237 
102,240 
 
Costs of products sold, exclusive of depreciation and amortization shown below
71 
138 
184 
 
Operating
28,836 
55,508 
52,502 
82,392 
 
General and administrative
3,574 
3,342 
7,554 
7,487 
 
Depreciation and amortization
3,079 
2,638 
5,908 
5,294 
 
Loss (gain) on disposal of long-lived assets, net
(915)
(915)
 
Total expenses
34,645 
61,489 
65,187 
95,357 
 
Earnings from equity method investments
 
Gain on issuance of common units by equity method investee
 
 
 
 
Operating income
5,309 
4,970 
14,050 
6,883 
 
Other expenses (income), net
3,750 
4,748 
7,905 
9,459 
 
Income (loss) from continuing operations before income taxes
1,559 
222 
6,145 
(2,576)
 
Total assets at June 30, 2014 (excluding intersegment receivables)
316,240 
 
316,240 
 
 
SemGas [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
92,954 
46,926 
193,532 
85,665 
 
Costs of products sold, exclusive of depreciation and amortization shown below
68,231 
33,567 
146,813 
62,738 
 
Operating
8,012 
4,289 
15,456 
8,433 
 
General and administrative
2,240 
1,598 
4,212 
3,189 
 
Depreciation and amortization
7,279 
2,233 
12,248 
4,361 
 
Loss (gain) on disposal of long-lived assets, net
20,100 
(4)
20,104 
(6)
 
Total expenses
105,862 
41,683 
198,833 
78,715 
 
Earnings from equity method investments
 
Gain on issuance of common units by equity method investee
 
 
 
 
Operating income
(12,908)
5,243 
(5,301)
6,950 
 
Other expenses (income), net
2,013 
676 
3,702 
1,269 
 
Income (loss) from continuing operations before income taxes
(14,921)
4,567 
(9,003)
5,681 
 
Total assets at June 30, 2014 (excluding intersegment receivables)
597,905 
 
597,905 
 
 
SemLogistics [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
3,981 
2,623 
8,771 
5,658 
 
Costs of products sold, exclusive of depreciation and amortization shown below
265 
   
615 
   
 
Operating
1,940 
1,848 
4,020 
3,687 
 
General and administrative
1,529 
1,486 
2,951 
2,606 
 
Depreciation and amortization
2,555 
2,313 
5,050 
4,653 
 
Loss (gain) on disposal of long-lived assets, net
(3,634)
(3,634)
 
Total expenses
2,655 
5,647 
9,002 
10,946 
 
Earnings from equity method investments
 
Gain on issuance of common units by equity method investee
 
 
 
 
Operating income
1,326 
(3,024)
(231)
(5,288)
 
Other expenses (income), net
83 
357 
334 
1,113 
 
Income (loss) from continuing operations before income taxes
1,243 
(3,381)
(565)
(6,401)
 
Total assets at June 30, 2014 (excluding intersegment receivables)
171,490 
 
171,490 
 
 
SemMexico [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
62,971 
51,832 
134,581 
94,826 
 
Costs of products sold, exclusive of depreciation and amortization shown below
54,007 
43,653 
115,476 
82,302 
 
Operating
2,947 
2,346 
5,396 
4,511 
 
General and administrative
3,112 
2,443 
5,863 
4,665 
 
Depreciation and amortization
1,456 
1,458 
2,883 
2,938 
 
Loss (gain) on disposal of long-lived assets, net
(347)
(28)
(513)
 
Total expenses
61,522 
49,553 
129,590 
93,903 
 
Earnings from equity method investments
 
Gain on issuance of common units by equity method investee
 
 
 
 
Operating income
1,449 
2,279 
4,991 
923 
 
Other expenses (income), net
(56)
153 
(101)
(318)
 
Income (loss) from continuing operations before income taxes
1,505 
2,126 
5,092 
1,241 
 
Total assets at June 30, 2014 (excluding intersegment receivables)
113,830 
 
113,830 
 
 
Corporate and Other [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
(9,792)
(5,018)
(19,684)
(9,103)
 
Costs of products sold, exclusive of depreciation and amortization shown below
(9,792)
(5,018)
(19,684)
(9,103)
 
Operating
   
 
General and administrative
5,009 
4,301 
9,565 
8,254 
 
Depreciation and amortization
417 
482 
852 
1,007 
 
Loss (gain) on disposal of long-lived assets, net
3,791 
3,791 
 
Total expenses
(575)
(235)
(5,476)
158 
 
Earnings from equity method investments
 
Gain on issuance of common units by equity method investee
 
 
 
 
Operating income
(9,217)
(4,783)
(14,208)
(9,261)
 
Other expenses (income), net
19,798 
1,752 
17,846 
21,822 
 
Income (loss) from continuing operations before income taxes
(29,015)
(6,535)
(32,054)
(31,083)
 
Total assets at June 30, 2014 (excluding intersegment receivables)
64,493 
 
64,493 
 
 
Operating Segments [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
482,224 
324,244 
981,107 
611,940 
 
Operating Segments [Member] |
Crude [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
292,156 
161,422 
584,670 
332,654 
 
Operating Segments [Member] |
SemStream [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
   
 
Operating Segments [Member] |
SemCAMS [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
39,954 
66,459 
79,237 
102,240 
 
Operating Segments [Member] |
SemGas [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
83,162 
41,908 
173,848 
76,562 
 
Operating Segments [Member] |
SemLogistics [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
3,981 
2,623 
8,771 
5,658 
 
Operating Segments [Member] |
SemMexico [Member]
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
Revenue
62,971 
51,832 
134,581 
94,826 
 
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
9,792 
5,018 
19,684 
9,103 
 
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
$ (9,792)
$ (5,018)
$ (19,684)
$ (9,103)
 
Inventories (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Components of Inventories
 
 
Crude oil
$ 27,911 
$ 30,779 
Asphalt and other
16,469 
13,516 
Total Inventories
$ 44,380 
$ 44,295 
Financial Instruments - Fair value of financial assets and liabilties (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Fair Value of Financial Assets and Liabilities
 
 
Total assets
$ 185 
$ 0 
Total liabilities
76,084 
58,194 
Net assets (liabilities) at fair value
(75,899)
(58,194)
Level 1 [Member]
 
 
Fair Value of Financial Assets and Liabilities
 
 
Total assets
185 
36 
Total liabilities
76,084 
58,230 
Net assets (liabilities) at fair value
(75,899)
(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
185 
Total liabilities
60 
Commodity Derivatives [Member] |
Level 1 [Member]
 
 
Fair Value of Financial Assets and Liabilities
 
 
Total assets
185 
36 
Total liabilities
   
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
76,084 
58,134 
Warrants [Member] |
Level 1 [Member]
 
 
Fair Value of Financial Assets and Liabilities
 
 
Total liabilities
76,084 
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 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 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 
$ 0 
$ 0 
Financial Instruments - Notional amounts (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2014
bbl
Jun. 30, 2013
bbl
Jun. 30, 2014
bbl
Jun. 30, 2013
bbl
Sales [Member]
 
 
 
 
Derivative [Line Items]
 
 
 
 
Derivative, Nonmonetary Notional Amount, Volume
1,135,000 
720,000 
1,950,000 
1,330,000 
Purchases [Member]
 
 
 
 
Derivative [Line Items]
 
 
 
 
Derivative, Nonmonetary Notional Amount, Volume
1,005,000 
615,000 
1,815,000 
1,290,000 
Financial Instruments - Fair value of commodity derivative assets and liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Derivatives, Fair Value [Line Items]
 
 
Derivative Asset
$ 185 
$ 0 
Derivative Liability
76,084 
58,194 
Commodity Contract [Member] |
Not Designated as Hedging Instrument [Member] |
Other Current Assets [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative Asset
185 
Commodity Contract [Member] |
Not Designated as Hedging Instrument [Member] |
Other Current Liabilities [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative Liability
$ 0 
$ 60 
Financial Instruments - Realized and unrealized gains and losses (Details) (Commodity Contract [Member], Sales [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Commodity Contract [Member] |
Sales [Member]
 
 
 
 
Schedule of Realized and Unrealized Gains (Losses) from Commodity Derivatives
 
 
 
 
Realized and unrealized gains (losses) from commodity derivatives
$ (1,942)
$ (233)
$ (2,749)
$ (777)
Financial Instruments (Details Textual) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Jun. 30, 2014
Commodity Contract [Member]
Dec. 31, 2013
Commodity Contract [Member]
Jun. 30, 2014
Customer Concentration Risk [Member]
Sales Revenue, Goods, Net [Member]
Jun. 30, 2014
Customer Concentration Risk [Member]
Sales Revenue, Goods, Net [Member]
Jun. 30, 2014
Customer Concentration Risk [Member]
Cost of Goods, Total [Member]
Jun. 30, 2014
Customer Concentration Risk [Member]
Cost of Goods, Total [Member]
Jun. 30, 2014
Customer Concentration Risk [Member]
Accounts Receivable [Member]
Jun. 30, 2014
Customer Concentration Risk [Member]
Sem Crude [Member]
Sales Revenue, Goods, Net [Member]
Customer
Jun. 30, 2014
Customer Concentration Risk [Member]
Sem Crude [Member]
Sales Revenue, Goods, Net [Member]
Customer
Jun. 30, 2014
Customer Concentration Risk [Member]
Sem Crude [Member]
Cost of Goods, Total [Member]
Customer
Jun. 30, 2014
Customer Concentration Risk [Member]
Sem Crude [Member]
Cost of Goods, Total [Member]
Customer
Jun. 30, 2014
Customer Concentration Risk [Member]
Sem Crude [Member]
Accounts Receivable [Member]
Customer
Offsetting Assets [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Margin Deposit Assets
$ 1.1 
$ 0.8 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Asset, Fair Value, Amount Offset Against Collateral
 
 
1.3 
0.8 
 
 
 
 
 
 
 
 
 
 
Number of Customers
 
 
 
 
 
 
 
 
 
Concentration Risk, Percentage
 
 
 
 
38.00% 
35.00% 
39.00% 
36.00% 
20.00% 
 
 
 
 
 
Purchases of product
 
 
 
 
 
 
 
 
 
 
 
$ 145 
$ 275 
 
Income Taxes (Details Textual) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Semcrude Pipeline [Member]
Mar. 31, 2013
Semcrude Pipeline [Member]
Jun. 30, 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
35.00% 
55.00% 
58.00% 
(396.00%)
 
 
 
 
Income Taxes Paid
 
 
 
 
 
 
$ 3.1 
 
Equity method investment, ownership percentage
 
 
 
 
33.00% 
33.00% 
 
33.00% 
Long-Term Debt (Details) (USD $)
Jun. 30, 2014
Dec. 31, 2013
Debt Instrument [Line Items]
 
 
Senior Notes
$ 300,000,000 
$ 300,000,000 
Capital leases
107,000 
125,000 
Total long-term debt
1,217,425,000 
615,125,000 
less: current portion of long-term debt
4,357,000 
37,000 
Long-term debt
1,213,068,000 
615,088,000 
SemMexico [Member] |
Semmexico Credit Facility [Member]
 
 
Debt Instrument [Line Items]
 
 
Borrowings
4,318,000 
Revolving Credit Facility [Member] |
Corporate [Member]
 
 
Debt Instrument [Line Items]
 
 
Borrowings
65,500,000 
70,000,000 
Revolving Credit Facility [Member] |
SemMexico [Member]
 
 
Debt Instrument [Line Items]
 
 
Borrowings
 
Rose Rock Midstream L P [Member]
 
 
Debt Instrument [Line Items]
 
 
Senior Notes
400,000,000 
Long-term debt
847,568,000 
245,088,000 
Rose Rock Midstream L P [Member] |
Revolving Credit Facility [Member]
 
 
Debt Instrument [Line Items]
 
 
Borrowings
$ 447,500,000 
$ 245,000,000 
Long-Term Debt Long-term debt - Early redemption premium percentages (Details)
6 Months Ended
Jun. 30, 2014
2018 Redemption [Member]
 
Debt Instrument [Line Items]
 
Early redemption premium
102.813% 
2019 Redemption [Member]
 
Debt Instrument [Line Items]
 
Early redemption premium
101.406% 
2020 and thereafter redemption [Member]
 
Debt Instrument [Line Items]
 
Early redemption premium
100.00% 
2017 Redemption [Member]
 
Debt Instrument [Line Items]
 
Early redemption premium
104.219% 
Long-Term Debt (Details Textual)
6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 6 Months Ended 0 Months Ended
Jun. 30, 2014
USD ($)
Jun. 30, 2013
USD ($)
Dec. 31, 2013
USD ($)
Jun. 30, 2014
Senior Notes [Member]
USD ($)
Jun. 30, 2013
Senior Notes [Member]
USD ($)
Jun. 30, 2014
Senior Notes [Member]
USD ($)
Jun. 30, 2013
Senior Notes [Member]
USD ($)
Jun. 30, 2014
Corporate [Member]
Letter of Credit [Member]
USD ($)
Jun. 30, 2014
Corporate [Member]
Revolving Credit Facility [Member]
USD ($)
Jun. 30, 2013
Corporate [Member]
Revolving Credit Facility [Member]
USD ($)
Jun. 30, 2014
Corporate [Member]
Revolving Credit Facility [Member]
USD ($)
Jun. 30, 2013
Corporate [Member]
Revolving Credit Facility [Member]
USD ($)
Dec. 31, 2013
Corporate [Member]
Revolving Credit Facility [Member]
USD ($)
Jun. 30, 2014
Corporate [Member]
Revolving Credit Facility [Member]
Alternate Base Rate Borrowings [Member]
USD ($)
Jun. 30, 2014
SemMexico [Member]
USD ($)
Jun. 30, 2013
SemMexico [Member]
USD ($)
Jun. 30, 2014
SemMexico [Member]
USD ($)
Jun. 30, 2013
SemMexico [Member]
USD ($)
Jun. 30, 2014
SemMexico [Member]
Letter of Credit [Member]
USD ($)
Jun. 30, 2014
SemMexico [Member]
Letter of Credit [Member]
MXN ($)
Jun. 30, 2014
SemMexico [Member]
Letter of Credit [Member]
Minimum [Member]
Jun. 30, 2014
SemMexico [Member]
Letter of Credit [Member]
Maximum [Member]
Jun. 30, 2014
SemMexico [Member]
Revolving Credit Facility [Member]
USD ($)
Jun. 30, 2014
SemMexico [Member]
Revolving Credit Facility [Member]
MXN ($)
Mar. 31, 2014
SemMexico [Member]
Revolving Credit Agreements [Member]
Additional Credit Agreement [Member]
Jun. 30, 2014
SemMexico [Member]
Revolving Credit Agreements [Member]
Additional Credit Agreement [Member]
USD ($)
Jun. 30, 2014
SemMexico [Member]
Revolving Credit Agreements [Member]
Additional Credit Agreement [Member]
MXN ($)
Jun. 30, 2014
Rose Rock Midstream L P [Member]
USD ($)
Dec. 31, 2013
Rose Rock Midstream L P [Member]
USD ($)
Jun. 30, 2014
Rose Rock Midstream L P [Member]
Bilateral Letter of Credit [Member]
USD ($)
Jun. 30, 2014
Rose Rock Midstream L P [Member]
Letter of Credit [Member]
USD ($)
Jun. 30, 2014
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
USD ($)
Jun. 30, 2013
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
USD ($)
Jun. 30, 2014
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
USD ($)
Jun. 30, 2013
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
USD ($)
Dec. 31, 2013
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
USD ($)
Jun. 30, 2014
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
Letter of Credit [Member]
USD ($)
Jun. 30, 2014
Rose Rock Midstream L P [Member]
Senior Notes [Member]
Jun. 30, 2014
Rose Rock Midstream L P [Member]
1.75% Letter of Credit [Member]
Bilateral Letter of Credit [Member]
Jun. 30, 2014
Rose Rock Midstream L P [Member]
sale of stock [Member]
Jun. 30, 2014
Rose Rock Midstream L P [Member]
Registration Payment Arrangement, Arrangement [Domain]
Jun. 30, 2014
Rose Rock Midstream L P [Member]
Registration Payment Arrangement, Arrangement [Domain]
Minimum [Member]
Jun. 30, 2014
Rose Rock Midstream L P [Member]
Registration Payment Arrangement, Arrangement [Domain]
Maximum [Member]
Jun. 30, 2014
Base Rate [Member]
Corporate [Member]
Revolving Credit Facility [Member]
Jun. 30, 2014
Base Rate [Member]
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
Jun. 30, 2014
Other Noncurrent Assets [Member]
Senior Notes [Member]
USD ($)
Jun. 30, 2014
Other Noncurrent Assets [Member]
Corporate [Member]
Revolving Credit Facility [Member]
USD ($)
Jun. 30, 2014
Other Noncurrent Assets [Member]
Rose Rock Midstream L P [Member]
Senior Notes [Member]
USD ($)
Jun. 30, 2014
Other Noncurrent Assets [Member]
Rose Rock Midstream L P [Member]
Revolving Credit Facility [Member]
USD ($)
Jul. 2, 2014
Subsequent Event [Member]
Rose Rock Midstream L P [Member]
USD ($)
Jun. 30, 2014
Level 1 [Member]
Corporate [Member]
Senior Notes [Member]
USD ($)
Jun. 30, 2014
Level 1 [Member]
Rose Rock Midstream L P [Member]
Senior Notes [Member]
USD ($)
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior Notes Redemable Prior to July15, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Early Redemption Price on Senior Notes Redeemed Prior to July 15, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
105.625% 
 
 
 
 
 
 
 
 
 
 
 
 
Early Redemption Premium on Senior Notes Redeemed Prior to July 15, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basis point adjustment to discount rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redemption premium on senior notes in the event of a change in control
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate increase
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.25% 
0.25% 
1.00% 
 
 
 
 
 
 
 
 
 
Interest expense recorded
 
 
 
$ 5,800,000 
$ 1,100,000 
$ 11,700,000 
$ 1,100,000 
 
$ 2,000,000 
$ 1,500,000 
$ 3,700,000 
$ 2,800,000 
 
 
$ 100,000 
$ 0 
$ 0 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 2,600,000 
$ 2,500,000 
$ 4,900,000 
$ 4,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unamortized debt costs
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,800,000 
5,600,000 
8,700,000 
4,300,000 
 
 
 
Maximum borrowing capacity
 
 
 
 
 
 
 
250,000,000 
500,000,000 
 
500,000,000 
 
 
 
 
 
 
 
 
 
 
 
3,400,000 
44,000,000 
 
4,300,000 
56,000,000 
 
 
 
 
585,000,000 
 
585,000,000 
 
 
150,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings outstanding
 
 
 
 
 
 
 
 
65,500,000 
 
65,500,000 
 
70,000,000 
65,500,000 
 
 
 
 
 
 
 
 
 
 
4,300,000.0 
56,000,000 
 
 
 
 
447,500,000 
 
447,500,000 
 
245,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Letters of credit outstanding
 
 
 
 
 
 
 
3,900,000 
 
 
 
 
 
 
 
 
 
 
25,600,000 
331,700,000 
 
 
 
 
 
 
 
 
 
54,600,000 
30,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate in effect
 
 
 
 
 
 
 
2.25% 
 
 
 
 
 
 
 
 
 
 
 
 
0.45% 
0.70% 
 
 
 
 
 
 
 
 
1.75% 
 
 
 
 
 
 
 
1.75% 
 
 
 
 
4.50% 
4.00% 
 
 
 
 
 
 
 
Percentage of line of credit facility fronting fee
 
 
 
 
 
 
 
0.25% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.25% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Margin added to Prime Rate to determine effective interest rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.50% 
1.50% 
1.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Costs Capitalized
800,000 
1,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term Debt, Fair Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
329,000,000 
405,000,000 
Senior Notes
300,000,000 
 
300,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
400,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
 
 
 
7.50% 
 
7.50% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5.625% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from Issuance of Senior Long-term Debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 391,900,000 
 
 
Commitments and Contingencies - Purchase and sales commitments (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
bbl
Fixed Price Sales [Member]
 
Summary Of Purchase And Sale Commitments
 
Sale commitments, Volume (barrels)
175,000 
Sale commitments, Value
$ 17,720 
Floating Price Sales [Member]
 
Summary Of Purchase And Sale Commitments
 
Sale commitments, Volume (barrels)
12,080,000 
Sale commitments, Value
1,047,077 
Fixed Price Purchases [Member]
 
Summary Of Purchase And Sale Commitments
 
Purchase commitments, Volume (barrels)
145,000 
Purchase commitments, Value
13,348 
Floating Price Purchases [Member]
 
Summary Of Purchase And Sale Commitments
 
Purchase commitments, Volume (barrels)
9,329,000 
Purchase commitments, Value
$ 949,093 
Commitments and Contingencies (Details Textual) (USD $)
6 Months Ended 6 Months Ended
Jun. 30, 2014
sites
Dec. 31, 2013
Jun. 30, 2014
Crude [Member]
sites
Jun. 30, 2014
SemGas [Member]
sites
Jun. 30, 2014
Minimum [Member]
Jun. 30, 2014
Maximum [Member]
Jun. 30, 2014
SemCAMS [Member]
Jun. 11, 2013
Sem Crude [Member]
bbl
Aug. 18, 2011
Sem Crude [Member]
bbl
Jun. 30, 2014
SemGas [Member]
Fractionization capacity
Jun. 30, 2014
SemGas [Member]
Pipeline transportation capacity [Member]
Jun. 30, 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
 
 
 
 
 
 
$ 43,700,000 
 
 
 
 
 
Estimated cost to retire facilities
 
 
 
 
 
 
101,400,000 
 
 
 
 
 
Notice required to cancel purchase agreements, days
 
 
 
 
30 days 
120 days 
 
 
 
 
 
 
Due under the contract
70,350,000 
83,429,000 
 
 
 
 
 
 
 
 
 
25,800 
Future obligations
 
 
 
 
 
 
 
 
 
$ 82,800,000 
$ 700,000 
 
Equity - Equity rollforward (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Common Stock [Member]
Mar. 31, 2013
Additional Paid-In Capital [Member]
Jun. 30, 2014
Additional Paid-In Capital [Member]
Jun. 30, 2014
Treasury Stock [Member]
Jun. 30, 2014
Accumulated Deficit [Member]
Jun. 30, 2014
Accumulated Other Comprehensive Income (Loss) [Member]
Mar. 31, 2013
Noncontrolling Interest [Member]
Jun. 30, 2014
Noncontrolling Interest [Member]
SemGroup owners’ equity:
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
 
 
$ 1,213,863 
 
$ 425 
 
$ 1,154,516 
$ (613)
$ (97,572)
$ (2,854)
 
$ 159,961 
Net income (loss) attributable to SemGroup
(12,584)
7,512 
7,154 
56,078 
 
(4,096)
 
11,250 
Other comprehensive income (loss), net of income taxes
6,685 
(5,354)
3,713 
(10,412)
 
3,713 
 
Distributions to noncontrolling interests
 
 
(13,209)
 
 
 
(13,209)
Dividends
 
 
(19,628)
 
 
(19,628)
 
Dividends, Share-based Compensation, Cash
 
 
(100)
 
 
(57)
 
(43)
Non-cash equity compensation
 
 
3,757 
 
 
3,367 
 
390 
Issuance of common stock under compensation plans
 
 
1,875 
 
 
1,873 
 
Repurchase of common stock
 
 
(719)
 
 
(719)
 
Sale of interest in equity investment to related party
 
 
31,803 
 
56,800 
53,370 
(90,500)
(85,173)
Ending Balance
$ 1,164,903 
 
$ 1,164,903 
 
$ 427 
 
$ 1,193,441 
$ (1,332)
$ (101,668)
$ 859 
 
$ 73,176 
Equity - Accumulated other comprehensive income (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Components of Accumulated Other Comprehensive Loss
 
Beginning Balance
$ (2,854)
Currency translation adjustment, net of income tax expense of $2,342
3,716 
Changes related to benefit plans, net of income tax benefit
(3)
Ending Balance
859 
Currency Translation [Member]
 
Components of Accumulated Other Comprehensive Loss
 
Beginning Balance
(4,508)
Currency translation adjustment, net of income tax expense of $2,342
3,716 
Changes related to benefit plans, net of income tax benefit
Ending Balance
(792)
Employee Benefit Plans [Member]
 
Components of Accumulated Other Comprehensive Loss
 
Beginning Balance
1,654 
Currency translation adjustment, net of income tax expense of $2,342
Changes related to benefit plans, net of income tax benefit
(3)
Ending Balance
$ 1,651 
Equity Equity - Dividends (Details)
0 Months Ended 1 Months Ended 0 Months Ended 1 Months Ended 6 Months Ended
Aug. 29, 2014
May 19, 2014
Mar. 10, 2014
Nov. 22, 2013
Aug. 19, 2013
May 30, 2013
Jun. 30, 2014
Second quarter 2013 dividend [Member]
Jun. 30, 2014
Third quarter 2013 dividend [Member]
Jun. 30, 2014
Fourth quarter 2013 dividend [Member]
Jun. 30, 2014
First quarter 2014 dividend [Member]
Jun. 30, 2014
Second quarter 2014 dividend [Member] [Member]
Jun. 30, 2014
Third quarter 2014 dividend [Member]
Dividends Payable [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock, Dividends, Per Share, Cash Paid
 
$ 0.24 
$ 0.22 
$ 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 
Aug. 06, 2014 
Dividends Payable, Date of Record
 
 
 
 
 
 
May 20, 2013 
Aug. 19, 2013 
Nov. 22, 2013 
Mar. 10, 2014 
May 19, 2014 
Aug. 18, 2014 
Common Stock, Dividends, Per Share, Declared
$ 0.27 
 
 
 
 
 
 
 
 
 
 
 
Dividends Payable, Date to be Paid
Aug. 28, 2014 
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
6 Months Ended
Jun. 30, 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
474,000 
 
Additional equity compensation awards that could vest if certain targets are achieved
138,000 
 
Number of Class A shares equal to unvested dividend rights
1,325 
 
Share Price
$ 78.85 
 
Equity compensation awards granted during the period
207,786 
 
Weighted average grant date fair value of equity awards granted during the period
$ 77.14 
 
Warrants issued
1,360,823 
 
Warrant liability
$ 76,084 
$ 58,134 
Closing price of warrants
$ 55.91 
 
Income tax expense, related to change in benefit plans
 
Other Comprehensive Income (Loss), Foreign Currency Translation Gain (Loss) Arising During Period, Tax
2,342 
 
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
242,850 
 
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
168,871 
 
Equity settled UUD [Member]
 
 
EQUITY (Textual) [Abstract]
 
 
Unvested Dividend Equivalent Value
104 
 
Cash settled UUD [Member]
 
 
EQUITY (Textual) [Abstract]
 
 
Unvested Dividend Equivalent Value
$ 128 
 
Earnings Per Share - Basic (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Basic earnings per share
 
 
 
 
Income (loss) from discontinued operations, net of income taxes
$ 0 
$ 35 
$ (5)
$ 67 
Net income
(12,584)
7,512 
7,154 
56,078 
Less: net income attributable to noncontrolling interests
5,025 
3,943 
11,250 
9,065 
Numerator
(17,609)
3,569 
(4,096)
47,013 
Common stock issued and to be issued pursuant to Plan of Reorganization
41,400 
41,400 
41,400 
41,400 
Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,282 
811 
1,257 
745 
Denominator, Net, Basic
42,682 
42,211 
42,657 
42,145 
Basic earnings (loss) per share, Net
$ (0.41)
$ 0.08 
$ (0.10)
$ 1.12 
Continuing Operations [Member]
 
 
 
 
Basic earnings per share
 
 
 
 
Income (loss)
(12,584)
7,477 
7,159 
56,011 
Less: net income attributable to noncontrolling interests
5,025 
3,943 
11,250 
9,065 
Numerator
(17,609)
3,534 
(4,091)
46,946 
Common stock issued and to be issued pursuant to Plan of Reorganization
41,400 
41,400 
41,400 
41,400 
Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,282 
811 
1,257 
745 
Denominator, Net, Basic
42,682 
42,211 
42,657 
42,145 
Basic earnings per share, Continuing Operations
$ (0.41)
$ 0.08 
$ (0.10)
$ 1.11 
Discontinued Operations [Member]
 
 
 
 
Basic earnings per share
 
 
 
 
Income (loss) from discontinued operations, net of income taxes
35 
(5)
67 
Less: net income attributable to noncontrolling interests
Numerator
$ 0 
$ 35 
$ (5)
$ 67 
Common stock issued and to be issued pursuant to Plan of Reorganization
41,400 
41,400 
41,400 
41,400 
Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,282 
811 
1,257 
745 
Denominator, Net, Basic
42,682 
42,211 
42,657 
42,145 
Basic earnings per share, Discontinued Operations
$ 0.00 
$ 0.00 
$ 0.00 
$ 0.00 
Earnings Per Share - Diluted (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Diluted earnings per share
 
 
 
 
Income (loss) from discontinued operations, net of income taxes
$ 0 
$ 35 
$ (5)
$ 67 
Net income
(12,584)
7,512 
7,154 
56,078 
Less: net income attributable to noncontrolling interests
5,025 
3,943 
11,250 
9,065 
Numerator
(17,609)
3,569 
(4,096)
47,013 
Common stock issued and to be issued pursuant to Plan of Reorganization
41,400 
41,400 
41,400 
41,400 
Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,282 
811 
1,257 
745 
Effect of dilutive securities
315 
279 
Denominator, Net, Diluted
42,682 
42,526 
42,657 
42,424 
Diluted earnings (loss) per share, Net
$ (0.41)
$ 0.08 
$ (0.10)
$ 1.11 
Continuing Operations [Member]
 
 
 
 
Diluted earnings per share
 
 
 
 
Income (loss)
(12,584)
7,477 
7,159 
56,011 
Less: net income attributable to noncontrolling interests
5,025 
3,943 
11,250 
9,065 
Numerator
(17,609)
3,534 
(4,091)
46,946 
Common stock issued and to be issued pursuant to Plan of Reorganization
41,400 
41,400 
41,400 
41,400 
Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,282 
811 
1,257 
745 
Effect of dilutive securities
315 
279 
Denominator, Net, Diluted
42,682 
42,526 
42,657 
42,424 
Diluted earnings per share, Continuing Operations
$ (0.41)
$ 0.08 
$ (0.10)
$ 1.11 
Discontinued Operations [Member]
 
 
 
 
Diluted earnings per share
 
 
 
 
Income (loss) from discontinued operations, net of income taxes
35 
(5)
67 
Less: net income attributable to noncontrolling interests
Numerator
$ 0 
$ 35 
$ (5)
$ 67 
Common stock issued and to be issued pursuant to Plan of Reorganization
41,400 
41,400 
41,400 
41,400 
Weighted average common stock outstanding issued under compensation plans and warrant exercises
1,282 
811 
1,257 
745 
Effect of dilutive securities
315 
279 
Denominator, Net, Diluted
42,682 
42,526 
42,657 
42,424 
Diluted earnings per share, Discontinued Operations
$ 0.00 
$ 0.00 
$ 0.00 
$ 0.00 
Earnings Per Share (Details Textual) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Earnings Per Share (Textual) [Abstract]
 
 
 
 
Expense on the change in the fair value of the warrants
$ 18.9 
$ 6.4 
$ (17.9)
$ 32.2 
Supplemental Cash Flow Information - Operating assets and liabilities (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Components of operating assets and liabilities
 
 
Decrease (increase) in restricted cash
$ (2,193)
$ 275 
Decrease (increase) in accounts receivable
(13,741)
(12,512)
Decrease (increase) in receivable from affiliates
37,472 
(2,416)
Decrease (increase) in inventories
(6,037)
(237)
Decrease (increase) in derivatives and margin deposits
(240)
972 
Decrease (increase) in other current assets
(2,631)
839 
Decrease (increase) in other assets
266 
Increase (decrease) in accounts payable and accrued liabilities
(14,224)
7,229 
Increase (decrease) in payable to affiliates
(39,567)
Increase (decrease) in payables to pre-petition creditors
(46)
(424)
Increase (decrease) in other noncurrent liabilities
1,284 
(3,323)
Total changes in operating assets and liabilities
$ (39,919)
$ (9,329)
Supplemental Cash Flow Information (Details Textual) (USD $)
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended
Jun. 30, 2014
Mar. 31, 2013
Jun. 30, 2014
Jun. 30, 2013
Dec. 31, 2013
Mar. 31, 2013
Noncontrolling Interest [Member]
Jun. 30, 2014
Noncontrolling Interest [Member]
Mar. 31, 2013
Additional Paid-in Capital [Member]
Jun. 30, 2014
Additional Paid-in Capital [Member]
Jun. 30, 2014
Semcrude Pipeline [Member]
Mar. 31, 2013
Semcrude Pipeline [Member]
Jun. 30, 2014
Senior Notes [Member]
Jun. 30, 2014
Rose Rock Midstream L P [Member]
Dec. 31, 2013
Rose Rock Midstream L P [Member]
Jun. 30, 2014
Rose Rock Midstream L P [Member]
Senior Notes [Member]
Jul. 2, 2014
Subsequent Event [Member]
Rose Rock Midstream L P [Member]
Jun. 30, 2014
Other Noncurrent Assets [Member]
Senior Notes [Member]
Jun. 30, 2014
Senior Notes [Member]
Other Noncurrent Assets [Member]
Rose Rock Midstream L P [Member]
Senior Notes
$ 300,000,000 
 
$ 300,000,000 
 
$ 300,000,000 
 
 
 
 
 
 
 
$ 400,000,000 
$ 0 
 
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
 
 
 
 
 
 
 
 
 
 
 
7.50% 
 
 
5.625% 
 
 
 
Proceeds from Issuance of Senior Long-term Debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
391,900,000 
 
 
Unamortized Debt Issuance Expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,800,000 
8,700,000 
Sale of interest in equity investment to related party
 
 
(31,803,000)
 
 
90,500,000 
85,173,000 
(56,800,000)
(53,370,000)
 
 
 
 
 
 
 
 
 
Tax effect of adjustment to APIC from sale of equity investment to less than wholly owned subsidiary
31,800,000 
33,700,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity method investment, ownership percentage
 
 
 
 
 
 
 
 
 
33.00% 
33.00% 
 
 
 
 
 
 
 
Interest Paid
 
 
20,200,000 
4,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income Taxes Paid, Net
 
 
15,900,000 
2,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital Expenditures Incurred but Not yet Paid
 
 
$ 3,100,000 
$ 3,700,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Related Party Transactions - Transactions with NGL Energy (Details) (NGL Energy [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
NGL Energy [Member]
 
 
 
 
Related Party Transaction
 
 
 
 
Revenues
$ 108,456 
$ 183,617 
$ 280,894 
$ 362,331 
Related Party Transaction, Purchases from Related Party
113,154 
145,469 
270,845 
285,392 
Reimbursements from NGL Energy for transition services
$ 42 
$ 48 
$ 84 
$ 96 
Related Party Transactions (Details Textual) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Glass Mountain Pipeline LLC [Member]
 
 
 
 
Related Party Transactions (Textual) [Abstract]
 
 
 
 
Related Party Transaction, Expenses from Transactions with Related Party
$ 100,000 
 
$ 100,000 
 
Related Party Transaction Reimbursements from Transactions With Related Party
200,000 
 
400,000 
 
White Cliffs Pipeline, L.L.C. [Member]
 
 
 
 
Related Party Transactions (Textual) [Abstract]
 
 
 
 
Revenues
700,000 
800,000 
1,500,000 
1,300,000 
Related Party Transaction, Expenses from Transactions with Related Party
800,000 
 
1,700,000 
 
Law Firm [Member]
 
 
 
 
Related Party Transactions (Textual) [Abstract]
 
 
 
 
Legal fees
300,000 
800,000 
600,000 
1,300,000 
White Cliffs Pipeline, L.L.C. [Member] |
Law Firm [Member]
 
 
 
 
Related Party Transactions (Textual) [Abstract]
 
 
 
 
Legal fees
$ 27,000 
$ 11,500 
$ 81,000 
$ 47,500 
Condensed Consolidating Guarantor Financial Statements - Balance Sheets (Details) (USD $)
Jun. 30, 2014
Dec. 31, 2013
Jun. 30, 2013
Dec. 31, 2012
Current assets:
 
 
 
 
Cash and cash equivalents
$ 75,338,000 
$ 79,351,000 
$ 298,766,000 
$ 80,029,000 
Restricted cash
7,416,000 
5,119,000 
 
 
Accounts receivable, net
334,229,000 
323,965,000 
 
 
Accounts and Other Receivables, Net, Current
391,915,000 
 
 
Receivable from affiliates
29,801,000 
67,273,000 
 
 
Inventories
44,380,000 
44,295,000 
 
 
Other current assets
20,765,000 
14,011,000 
 
 
Total current assets
903,844,000 
534,014,000 
 
 
Property, plant and equipment, net
1,212,421,000 
1,105,728,000 
 
 
Equity method investments
633,375,000 
565,124,000 
 
 
Goodwill
69,019,000 
62,021,000 
 
 
Other intangible assets, net
170,235,000 
174,838,000 
 
 
Other noncurrent assets, net
33,550,000 
28,889,000 
 
 
Total assets
3,022,444,000 
2,470,614,000 
 
 
Current liabilities:
 
 
 
 
Accounts payable
261,280,000 
254,467,000 
 
 
Payable to affiliates
22,711,000 
62,279,000 
 
 
Accrued liabilities
70,350,000 
83,429,000 
 
 
Payables to pre-petition creditors
3,136,000 
3,177,000 
 
 
Deferred revenue
22,237,000 
25,538,000 
 
 
Warrant liability
76,084,000 
58,134,000 
 
 
Other current liabilities
575,000 
12,153,000 
 
 
Current portion of long-term debt
4,357,000 
37,000 
 
 
Total current liabilities
460,730,000 
499,214,000 
 
 
Long-term debt
1,213,068,000 
615,088,000 
 
 
Deferred income taxes
140,071,000 
100,945,000 
 
 
Other noncurrent liabilities
43,672,000 
41,504,000 
 
 
Commitments and contingencies
   
   
 
 
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
1,091,727,000 
1,053,902,000 
 
 
Noncontrolling interests in consolidated subsidiaries
73,176,000 
159,961,000 
 
 
Total owners’ equity
1,164,903,000 
1,213,863,000 
 
 
Total liabilities and owners’ equity
3,022,444,000 
2,470,614,000 
 
 
Parent Company [Member]
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
6,825,000 
2,545,000 
234,732,000 
19,123,000 
Restricted cash
3,856,000 
3,851,000 
 
 
Accounts receivable, net
632,000 
649,000 
 
 
Accounts and Other Receivables, Net, Current
 
 
 
Receivable from affiliates
1,856,000 
1,519,000 
 
 
Inventories
 
 
Other current assets
12,803,000 
8,712,000 
 
 
Total current assets
25,972,000 
17,276,000 
 
 
Property, plant and equipment, net
3,998,000 
4,114,000 
 
 
Equity method investments
1,591,000,000 
1,511,922,000 
 
 
Goodwill
 
 
Other intangible assets, net
28,000 
31,000 
 
 
Other noncurrent assets, net
11,956,000 
15,263,000 
 
 
Total assets
1,632,954,000 
1,548,606,000 
 
 
Current liabilities:
 
 
 
 
Accounts payable
723,000 
1,172,000 
 
 
Payable to affiliates
41,000 
17,000 
 
 
Accrued liabilities
9,745,000 
10,072,000 
 
 
Payables to pre-petition creditors
3,128,000 
3,124,000 
 
 
Deferred revenue
 
 
Warrant liability
76,084,000 
58,134,000 
 
 
Other current liabilities
415,000 
3,741,000 
 
 
Current portion of long-term debt
 
 
Total current liabilities
90,136,000 
76,260,000 
 
 
Long-term debt
365,500,000 
370,000,000 
 
 
Deferred income taxes
85,583,000 
48,436,000 
 
 
Other noncurrent liabilities
8,000 
8,000 
 
 
Commitments and contingencies
   
   
 
 
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
1,091,727,000 
1,053,902,000 
 
 
Noncontrolling interests in consolidated subsidiaries
 
 
Total owners’ equity
1,091,727,000 
1,053,902,000 
 
 
Total liabilities and owners’ equity
1,632,954,000 
1,548,606,000 
 
 
Guarantor Subsidiaries [Member]
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
Restricted cash
 
 
Accounts receivable, net
32,181,000 
14,642,000 
 
 
Accounts and Other Receivables, Net, Current
 
 
 
Receivable from affiliates
7,700,000 
14,063,000 
 
 
Inventories
(540,000)
1,046,000 
 
 
Other current assets
736,000 
193,000 
 
 
Total current assets
40,077,000 
29,944,000 
 
 
Property, plant and equipment, net
429,428,000 
366,067,000 
 
 
Equity method investments
600,077,000 
461,056,000 
 
 
Goodwill
13,052,000 
23,839,000 
 
 
Other intangible assets, net
156,483,000 
163,144,000 
 
 
Other noncurrent assets, net
1,241,000 
1,302,000 
 
 
Total assets
1,240,358,000 
1,045,352,000 
 
 
Current liabilities:
 
 
 
 
Accounts payable
26,800,000 
24,234,000 
 
 
Payable to affiliates
71,000 
115,000 
 
 
Accrued liabilities
13,931,000 
17,341,000 
 
 
Payables to pre-petition creditors
 
 
Deferred revenue
 
 
Warrant liability
 
 
Other current liabilities
708,000 
715,000 
 
 
Current portion of long-term debt
 
 
Total current liabilities
41,510,000 
42,405,000 
 
 
Long-term debt
 
 
Deferred income taxes
 
 
Other noncurrent liabilities
 
 
Commitments and contingencies
   
   
 
 
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
1,198,848,000 
1,002,947,000 
 
 
Noncontrolling interests in consolidated subsidiaries
 
 
Total owners’ equity
1,198,848,000 
1,002,947,000 
 
 
Total liabilities and owners’ equity
1,240,358,000 
1,045,352,000 
 
 
Non-Guarantor Subsidiaries [Member]
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
71,652,000 
78,364,000 
68,254,000 
63,844,000 
Restricted cash
3,560,000 
1,268,000 
 
 
Accounts receivable, net
301,416,000 
308,674,000 
 
 
Accounts and Other Receivables, Net, Current
391,915,000 
 
 
 
Receivable from affiliates
26,884,000 
56,040,000 
 
 
Inventories
44,920,000 
43,249,000 
 
 
Other current assets
7,226,000 
5,106,000 
 
 
Total current assets
847,573,000 
492,701,000 
 
 
Property, plant and equipment, net
778,995,000 
735,547,000 
 
 
Equity method investments
271,187,000 
159,321,000 
 
 
Goodwill
55,967,000 
38,182,000 
 
 
Other intangible assets, net
13,724,000 
11,663,000 
 
 
Other noncurrent assets, net
20,353,000 
12,324,000 
 
 
Total assets
1,987,799,000 
1,449,738,000 
 
 
Current liabilities:
 
 
 
 
Accounts payable
233,757,000 
229,061,000 
 
 
Payable to affiliates
27,583,000 
67,062,000 
 
 
Accrued liabilities
46,670,000 
56,011,000 
 
 
Payables to pre-petition creditors
8,000 
53,000 
 
 
Deferred revenue
22,238,000 
25,538,000 
 
 
Warrant liability
 
 
Other current liabilities
1,110,000 
7,697,000 
 
 
Current portion of long-term debt
4,357,000 
37,000 
 
 
Total current liabilities
335,723,000 
385,459,000 
 
 
Long-term debt
847,568,000 
245,088,000 
 
 
Deferred income taxes
54,488,000 
52,509,000 
 
 
Other noncurrent liabilities
43,664,000 
41,496,000 
 
 
Commitments and contingencies
   
   
 
 
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
633,180,000 
565,225,000 
 
 
Noncontrolling interests in consolidated subsidiaries
73,176,000 
159,961,000 
 
 
Total owners’ equity
706,356,000 
725,186,000 
 
 
Total liabilities and owners’ equity
1,987,799,000 
1,449,738,000 
 
 
Consolidation, Eliminations [Member]
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
(3,139,000)
(1,558,000)
(4,220,000)
(2,938,000)
Restricted cash
 
 
Accounts receivable, net
 
 
Accounts and Other Receivables, Net, Current
 
 
 
Receivable from affiliates
(6,639,000)
(4,349,000)
 
 
Inventories
 
 
Other current assets
 
 
Total current assets
(9,778,000)
(5,907,000)
 
 
Property, plant and equipment, net
 
 
Equity method investments
(1,828,889,000)
(1,567,175,000)
 
 
Goodwill
 
 
Other intangible assets, net
 
 
Other noncurrent assets, net
 
 
Total assets
(1,838,667,000)
(1,573,082,000)
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
 
Payable to affiliates
(4,984,000)
(4,915,000)
 
 
Accrued liabilities
4,000 
5,000 
 
 
Payables to pre-petition creditors
 
 
Deferred revenue
(1,000)
 
 
Warrant liability
 
 
Other current liabilities
(1,658,000)
 
 
Current portion of long-term debt
 
 
Total current liabilities
(6,639,000)
(4,910,000)
 
 
Long-term debt
 
 
Deferred income taxes
 
 
Other noncurrent liabilities
 
 
Commitments and contingencies
   
   
 
 
Owners’ equity excluding noncontrolling interests in consolidated subsidiaries
(1,832,028,000)
(1,568,172,000)
 
 
Noncontrolling interests in consolidated subsidiaries
 
 
Total owners’ equity
(1,832,028,000)
(1,568,172,000)
 
 
Total liabilities and owners’ equity
$ (1,838,667,000)
$ (1,573,082,000)
 
 
Condensed Consolidating Guarantor Financial Statements - Statements of Operations (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Revenues:
 
 
 
 
Product
$ 402,986 
$ 241,253 
$ 830,016 
$ 476,882 
Service
53,450 
31,678 
101,957 
59,335 
Other
25,788 
51,313 
49,134 
75,723 
Revenue
482,224 
324,244 
981,107 
611,940 
Expenses:
 
 
 
 
Cost of products sold
368,527 
212,709 
753,640 
425,078 
Operating
59,424 
69,682 
110,202 
110,453 
General and administrative
21,850 
16,898 
40,586 
33,935 
Depreciation and amortization
22,062 
12,814 
45,699 
25,450 
Loss (gain) on disposal of long-lived assets, net
19,315 
(376)
19,257 
(538)
Total expenses
491,178 
311,727 
969,384 
594,378 
Earnings from equity method investments
19,187 
14,861 
34,149 
32,206 
Gain on issuance of common units by equity method investee
8,127 
Operating income
10,233 
27,378 
53,999 
49,768 
Other expenses (income), net:
 
 
 
 
Interest expense
10,360 
4,495 
19,587 
6,891 
Foreign currency transaction loss (gain)
167 
(349)
(516)
(516)
Other expense (income), net
18,962 
6,467 
17,915 
32,100 
Total other expenses, net
29,489 
10,613 
36,986 
38,475 
Income (loss) from continuing operations before income taxes
(19,256)
16,765 
17,013 
11,293 
Income tax expense (benefit)
(6,672)
9,288 
9,854 
(44,718)
Income (loss) from continuing operations
(12,584)
7,477 
7,159 
56,011 
Loss from discontinued operations, net of income taxes
35 
(5)
67 
Net income
(12,584)
7,512 
7,154 
56,078 
Less: net income attributable to noncontrolling interests
5,025 
3,943 
11,250 
9,065 
Net income (loss) attributable to SemGroup
(17,609)
3,569 
(4,096)
47,013 
Other comprehensive income (loss), net of income taxes
6,685 
(5,354)
3,713 
(10,412)
Comprehensive income (loss)
(5,899)
2,158 
10,867 
45,666 
Less: comprehensive income attributable to noncontrolling interests
5,025 
3,943 
11,250 
9,065 
Comprehensive income (loss) attributable to SemGroup
(10,924)
(1,785)
(383)
36,601 
Parent Company [Member]
 
 
 
 
Revenues:
 
 
 
 
Product
Service
Other
Revenue
Expenses:
 
 
 
 
Cost of products sold
Operating
General and administrative
4,985 
4,210 
9,518 
8,128 
Depreciation and amortization
417 
482 
852 
1,007 
Loss (gain) on disposal of long-lived assets, net
5,945 
5,945 
Total expenses
11,347 
4,692 
16,315 
9,135 
Earnings from equity method investments
10,493 
20,358 
31,319 
37,245 
Gain on issuance of common units by equity method investee
 
 
8,127 
 
Operating income
(854)
15,666 
23,131 
28,110 
Other expenses (income), net:
 
 
 
 
Interest expense
3,093 
(901)
5,583 
(2,917)
Foreign currency transaction loss (gain)
Other expense (income), net
18,099 
5,009 
16,301 
29,443 
Total other expenses, net
21,192 
4,108 
21,884 
26,526 
Income (loss) from continuing operations before income taxes
(22,046)
11,558 
1,247 
1,584 
Income tax expense (benefit)
(4,437)
7,989 
5,343 
(45,429)
Income (loss) from continuing operations
(17,609)
3,569 
(4,096)
47,013 
Loss from discontinued operations, net of income taxes
 
Net income
(17,609)
3,569 
(4,096)
47,013 
Less: net income attributable to noncontrolling interests
Net income (loss) attributable to SemGroup
(17,609)
3,569 
(4,096)
47,013 
Other comprehensive income (loss), net of income taxes
(1,680)
936 
(2,426)
2,352 
Comprehensive income (loss)
(19,289)
4,505 
(6,522)
49,365 
Less: comprehensive income attributable to noncontrolling interests
Comprehensive income (loss) attributable to SemGroup
(19,289)
4,505 
(6,522)
49,365 
Guarantor Subsidiaries [Member]
 
 
 
 
Revenues:
 
 
 
 
Product
82,212 
45,623 
180,337 
83,257 
Service
11,317 
223 
14,127 
471 
Other
Revenue
93,529 
45,846 
194,464 
83,728 
Expenses:
 
 
 
 
Cost of products sold
67,306 
32,682 
144,840 
61,156 
Operating
8,411 
4,001 
15,761 
7,972 
General and administrative
2,678 
2,069 
4,968 
4,105 
Depreciation and amortization
8,123 
2,082 
13,887 
4,060 
Loss (gain) on disposal of long-lived assets, net
54,695 
(5)
54,705 
Total expenses
141,213 
40,829 
234,161 
77,296 
Earnings from equity method investments
57,955 
19,796 
74,582 
38,343 
Gain on issuance of common units by equity method investee
 
 
 
Operating income
10,271 
24,813 
34,885 
44,775 
Other expenses (income), net:
 
 
 
 
Interest expense
4,619 
1,024 
8,698 
1,827 
Foreign currency transaction loss (gain)
Other expense (income), net
158 
Total other expenses, net
4,619 
1,024 
8,698 
1,985 
Income (loss) from continuing operations before income taxes
5,652 
23,789 
26,187 
42,790 
Income tax expense (benefit)
Income (loss) from continuing operations
5,652 
23,789 
26,187 
42,790 
Loss from discontinued operations, net of income taxes
 
36 
66 
Net income
5,652 
23,825 
26,187 
42,856 
Less: net income attributable to noncontrolling interests
Net income (loss) attributable to SemGroup
5,652 
23,825 
26,187 
42,856 
Other comprehensive income (loss), net of income taxes
Comprehensive income (loss)
5,652 
23,825 
26,187 
42,856 
Less: comprehensive income attributable to noncontrolling interests
Comprehensive income (loss) attributable to SemGroup
5,652 
23,825 
26,187 
42,856 
Non-Guarantor Subsidiaries [Member]
 
 
 
 
Revenues:
 
 
 
 
Product
330,549 
200,649 
669,346 
402,713 
Service
42,133 
31,455 
87,830 
58,864 
Other
25,788 
51,313 
49,134 
75,723 
Revenue
398,470 
283,417 
806,310 
537,300 
Expenses:
 
 
 
 
Cost of products sold
310,996 
185,046 
628,467 
373,010 
Operating
51,013 
65,681 
94,441 
102,481 
General and administrative
14,187 
10,619 
26,100 
21,702 
Depreciation and amortization
13,522 
10,250 
30,960 
20,383 
Loss (gain) on disposal of long-lived assets, net
(41,325)
(371)
(41,393)
(541)
Total expenses
348,393 
271,225 
738,575 
517,035 
Earnings from equity method investments
8,209 
10,661 
15,613 
21,100 
Gain on issuance of common units by equity method investee
 
 
 
Operating income
58,286 
22,853 
83,348 
41,365 
Other expenses (income), net:
 
 
 
 
Interest expense
3,480 
4,372 
6,955 
7,981 
Foreign currency transaction loss (gain)
167 
(349)
(516)
(516)
Other expense (income), net
32 
1,458 
(35)
2,499 
Total other expenses, net
3,679 
5,481 
6,404 
9,964 
Income (loss) from continuing operations before income taxes
54,607 
17,372 
76,944 
31,401 
Income tax expense (benefit)
(2,235)
1,299 
4,511 
711 
Income (loss) from continuing operations
56,842 
16,073 
72,433 
30,690 
Loss from discontinued operations, net of income taxes
 
(1)
(5)
Net income
56,842 
16,072 
72,428 
30,691 
Less: net income attributable to noncontrolling interests
5,025 
3,943 
11,250 
9,065 
Net income (loss) attributable to SemGroup
51,817 
12,129 
61,178 
21,626 
Other comprehensive income (loss), net of income taxes
8,365 
(6,290)
6,139 
(12,764)
Comprehensive income (loss)
65,207 
9,782 
78,567 
17,927 
Less: comprehensive income attributable to noncontrolling interests
5,025 
3,943 
11,250 
9,065 
Comprehensive income (loss) attributable to SemGroup
60,182 
5,839 
67,317 
8,862 
Consolidation, Eliminations [Member]
 
 
 
 
Revenues:
 
 
 
 
Product
(9,775)
(5,019)
(19,667)
(9,088)
Service
Other
Revenue
(9,775)
(5,019)
(19,667)
(9,088)
Expenses:
 
 
 
 
Cost of products sold
(9,775)
(5,019)
(19,667)
(9,088)
Operating
General and administrative
Depreciation and amortization
Loss (gain) on disposal of long-lived assets, net
Total expenses
(9,775)
(5,019)
(19,667)
(9,088)
Earnings from equity method investments
(57,470)
(35,954)
(87,365)
(64,482)
Gain on issuance of common units by equity method investee
 
 
 
Operating income
(57,470)
(35,954)
(87,365)
(64,482)
Other expenses (income), net:
 
 
 
 
Interest expense
(832)
(1,649)
Foreign currency transaction loss (gain)
Other expense (income), net
831 
1,649 
Total other expenses, net
(1)
Income (loss) from continuing operations before income taxes
(57,469)
(35,954)
(87,365)
(64,482)
Income tax expense (benefit)
Income (loss) from continuing operations
(57,469)
(35,954)
(87,365)
(64,482)
Loss from discontinued operations, net of income taxes
 
Net income
(57,469)
(35,954)
(87,365)
(64,482)
Less: net income attributable to noncontrolling interests
Net income (loss) attributable to SemGroup
(57,469)
(35,954)
(87,365)
(64,482)
Other comprehensive income (loss), net of income taxes
Comprehensive income (loss)
(57,469)
(35,954)
(87,365)
(64,482)
Less: comprehensive income attributable to noncontrolling interests
Comprehensive income (loss) attributable to SemGroup
$ (57,469)
$ (35,954)
$ (87,365)
$ (64,482)
Condensed Consolidating Guarantor Financial Statements - Cash Flow Statements (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Condensed Cash Flow Statements, Captions [Line Items]
 
 
Net cash provided by operating activities
$ 55,549 
$ 55,436 
Cash flows from investing activities:
 
 
Capital expenditures
(127,668)
(59,877)
Proceeds from sale of long-lived assets
4,020 
544 
Investments in non-consolidated subsidiaries
(67,977)
(81,611)
Payments to acquire businesses
44,508 
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
5,400 
5,582 
Net cash used in investing activities
(230,733)
(135,362)
Cash flows from financing activities:
 
 
Debt issuance costs
(155)
(10,263)
Borrowings on credit facilities
533,830 
649,974 
Principal payments on credit facilities and other obligations
(331,518)
(385,012)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
57,751 
Distributions to noncontrolling interests
(13,209)
(7,496)
Proceeds from Warrant Exercises
224 
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
(719)
(371)
Dividends paid
(19,628)
(7,939)
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
170,339 
296,868 
Effect of exchange rate changes on cash and cash equivalents
832 
1,795 
Change in cash and cash equivalents
(4,013)
218,737 
Cash and cash equivalents at beginning of period
79,351 
80,029 
Cash and cash equivalents at end of period
75,338 
298,766 
Parent Company [Member]
 
 
Condensed Cash Flow Statements, Captions [Line Items]
 
 
Net cash provided by operating activities
5,730 
14,394 
Cash flows from investing activities:
 
 
Capital expenditures
(734)
(442)
Proceeds from sale of long-lived assets
Investments in non-consolidated subsidiaries
Payments to acquire businesses
 
Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream L.P.
114,412 
189,500 
Distributions in excess of equity in earnings of affiliates
1,254 
Net cash used in investing activities
114,932 
189,058 
Cash flows from financing activities:
 
 
Debt issuance costs
(93)
(8,651)
Borrowings on credit facilities
233,500 
394,500 
Principal payments on credit facilities and other obligations
(238,000)
(296,000)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
 
Distributions to noncontrolling interests
Proceeds from Warrant Exercises
 
224 
Repurchase of common stock for payment of statutory taxes due on equity-based compensation
(719)
(371)
Dividends paid
(19,628)
(7,939)
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
(93,180)
(69,606)
Net cash provided by (used in) financing activities
(116,382)
12,157 
Effect of exchange rate changes on cash and cash equivalents
Change in cash and cash equivalents
4,280 
215,609 
Cash and cash equivalents at beginning of period
2,545 
19,123 
Cash and cash equivalents at end of period
6,825 
234,732 
Guarantor Subsidiaries [Member]
 
 
Condensed Cash Flow Statements, Captions [Line Items]
 
 
Net cash provided by operating activities
28,836 
(1,839)
Cash flows from investing activities:
 
 
Capital expenditures
(88,459)
(36,531)
Proceeds from sale of long-lived assets
2,361 
Investments in non-consolidated subsidiaries
(16,203)
(21,290)
Payments to acquire businesses
514 
 
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
719 
Net cash used in investing activities
(102,096)
(57,818)
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
Proceeds from Warrant Exercises
 
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
73,260 
59,657 
Net cash provided by (used in) financing activities
73,260 
59,657 
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
32,701 
39,478 
Cash flows from investing activities:
 
 
Capital expenditures
(38,475)
(22,904)
Proceeds from sale of long-lived assets
1,659 
541 
Investments in non-consolidated subsidiaries
(51,774)
(60,321)
Payments to acquire businesses
43,994 
 
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
4,681 
5,582 
Net cash used in investing activities
(127,903)
(77,102)
Cash flows from financing activities:
 
 
Debt issuance costs
(62)
(1,612)
Borrowings on credit facilities
300,330 
255,474 
Principal payments on credit facilities and other obligations
(93,518)
(89,012)
Proceeds from issuance of Rose Rock Midstream, L.P. common units, net of offering costs
 
57,751 
Distributions to noncontrolling interests
(13,209)
(7,496)
Proceeds from Warrant Exercises
 
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
(105,883)
(174,866)
Net cash provided by (used in) financing activities
87,658 
40,239 
Effect of exchange rate changes on cash and cash equivalents
832 
1,795 
Change in cash and cash equivalents
(6,712)
4,410 
Cash and cash equivalents at beginning of period
78,364 
63,844 
Cash and cash equivalents at end of period
71,652 
68,254 
Consolidation, Eliminations [Member]
 
 
Condensed Cash Flow Statements, Captions [Line Items]
 
 
Net cash provided by operating activities
(11,718)
3,403 
Cash flows from investing activities:
 
 
Capital expenditures
Proceeds from sale of long-lived assets
Investments in non-consolidated subsidiaries
Payments to acquire businesses
 
Proceeds from the sale of interest in SemCrude Pipeline, L.L.C. to Rose Rock Midstream L.P.
(114,412)
(189,500)
Distributions in excess of equity in earnings of affiliates
(1,254)
Net cash used in investing activities
(115,666)
(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
Proceeds from Warrant Exercises
 
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
125,803 
184,815 
Net cash provided by (used in) financing activities
125,803 
184,815 
Effect of exchange rate changes on cash and cash equivalents
Change in cash and cash equivalents
(1,581)
(1,282)
Cash and cash equivalents at beginning of period
(1,558)
(2,938)
Cash and cash equivalents at end of period
$ (3,139)
$ (4,220)
Condensed Consolidating Guarantor Financial Statements (Details Textual)
Jun. 30, 2014
Mar. 31, 2013
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% 
33.00% 
Acquisitions (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2014
Dec. 31, 2013
Business Acquisition [Line Items]
 
 
Goodwill
$ 69,019 
$ 62,021 
Sem Crude [Member] |
Chesapeake crude oil trucking assets [Member]
 
 
Business Acquisition [Line Items]
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment
21,700 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles
4,459 
 
Goodwill
17,835 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment
$ 43,994 
 
Acquisitions - Goodwill rollforward (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended 1 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2014
Jun. 30, 2014
Sem Crude [Member]
Jun. 30, 2014
Mid-America Midstream Gas Services, LLC [Member]
SemGas [Member]
Jun. 30, 2014
Mid-America Midstream Gas Services, LLC [Member]
SemGas [Member]
Mar. 31, 2014
Barcas Field Services, LLC [Member]
Sem Crude [Member]
Jun. 30, 2014
Barcas Field Services, LLC [Member]
Sem Crude [Member]
Goodwill
$ 62,021 
 
 
 
 
 
Goodwill, Acquired During Period
 
17,835 
 
 
 
 
Goodwill, Purchase Accounting Adjustments
 
 
(10,787)
(10,787)
(98)
(98)
Goodwill, Translation Adjustments
48 
 
 
 
 
 
Goodwill
$ 69,019 
 
 
 
 
 
Acquisitions (Details Textual) (USD $)
0 Months Ended 0 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended 1 Months Ended 6 Months Ended
Jun. 25, 2014
Sem Crude [Member]
Chesapeake crude oil trucking assets [Member]
Jun. 23, 2014
Sem Crude [Member]
Chesapeake crude oil trucking assets [Member]
Trailers
Trucks
Sep. 2, 2013
Sem Crude [Member]
Barcas Field Services, LLC [Member]
Mar. 31, 2014
Sem Crude [Member]
Barcas Field Services, LLC [Member]
Jun. 30, 2014
Sem Crude [Member]
Barcas Field Services, LLC [Member]
Aug. 3, 2013
SemGas [Member]
Mid-America Midstream Gas Services, LLC [Member]
Jun. 30, 2014
SemGas [Member]
Mid-America Midstream Gas Services, LLC [Member]
Jun. 30, 2014
SemGas [Member]
Mid-America Midstream Gas 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
$ 44,000,000 
 
$ 49,000,000 
 
 
$ 313,500,000 
 
 
 
 
Trucks purchased
 
124 
 
 
 
 
 
 
 
 
Trailers purchased
 
122 
 
 
 
 
 
 
 
 
Goodwill, Purchase Accounting Adjustments
 
 
 
(98,000)
(98,000)
 
(10,787,000)
(10,787,000)
 
 
Finite-Lived Intangible Assets, Purchase Accounting Adjustments
 
 
 
 
 
 
(2,300,000)
 
 
 
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment
 
 
 
 
 
 
 
$ 500,000 
 
 
Equity method investment, ownership percentage
 
 
 
 
 
 
 
 
11.78% 
5.36% 
Disposal of long-lived assets (Details) (SemGas [Member], Eastern Oklahoma gas gathering assets [Member], USD $)
In Millions, unless otherwise specified
0 Months Ended
Jun. 2, 2014
Jun. 1, 2014
SemGas [Member] |
Eastern Oklahoma gas gathering assets [Member]
 
 
Disposal of long-lived assets [Line Items]
 
 
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal
$ 20.1 
 
Proceeds from Sale of Property, Plant, and Equipment
2.4 
 
Disposal Group, Including Discontinued Operation, Assets of Disposal Group
 
$ 22.5