Sem group investor-presentation-march-2018-final
- 1. Investor Presentation Fourth Quarter and Full-Year 2017 Results March 2018
- 2. 2 Non-GAAP Financial Measures SemGroup’s non-GAAP measures, Adjusted EBITDA and Total Segment Profit, are not GAAP measures and are not intended to be used in lieu of GAAP presentation of net income (loss) and operating income, respectively, which are the most closely associated GAAP measures. Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, adjusted for selected items that SemGroup believes impact the comparability of financial results between reporting periods. In addition to non-cash items, we have selected items for adjustment to EBITDA which management feels decrease the comparability of our results among periods. These items are identified as those which are generally outside of the results of day to day operations of the business. These items are not considered non-recurring, infrequent or unusual, but do erode comparability among periods in which they occur with periods in which they do not occur or occur to a greater or lesser degree. Historically, we have selected items such as gains on the sale of NGL Energy Partners LP common units, costs related to our predecessor’s bankruptcy, significant business development related costs, significant legal settlements, severance and other similar costs. Management believes these types of items can make comparability of the results of day to day operations among periods difficult and have chosen to remove these items from our Adjusted EBITDA. We expect to adjust for similar types of items in the future. Although we present selected items that we consider in evaluating our performance, you should be aware that the items presented do not represent all items that affect comparability between the periods presented. Variations in our operating results are also caused by changes in volumes, prices, mechanical interruptions and numerous other factors. We do not adjust for these types of variances. Total Segment Profit represents revenue, less cost of products sold (exclusive of depreciation and amortization) and operating expenses, plus equity earnings and is adjusted to remove unrealized gains and losses on commodity derivatives and to reflect equity earnings on an EBITDA basis. Reflecting equity earnings on an EBITDA basis is achieved by adjusting equity earnings to exclude our percentage of interest, taxes, depreciation and amortization from equity earnings for operated equity method investees. For our investment in NGL Energy, we exclude equity earnings and include cash distributions received. Segment profit is the measure by which management assess the performance of our reportable segments. These measures may be used periodically by management when discussing our financial results with investors and analysts and are presented as management believes they provide additional information and metrics relative to the performance of our businesses. These non-GAAP financial measures have important limitations as analytical tools because they exclude some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider non-GAAP measures in isolation or as substitutes for analysis of our results as reported under GAAP. Management compensates for the limitations of our non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the non-GAAP measure and the most comparable GAAP measure and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating our operating results. Because all companies do not use identical calculations, our presentations of non-GAAP measures may be different from similarly titled measures of other companies, thereby diminishing their utility. SemGroup does not provide guidance for net income, the GAAP financial measure most directly comparable to the non-GAAP financial measure Adjusted EBITDA, because Net Income includes items such as unrealized gains or losses on derivative activities or similar items which, because of their nature, cannot be accurately forecasted. We do not expect that such amounts would be significant to Adjusted EBITDA as they are largely non-cash items.
- 3. 3 Certain matters contained in this Presentation include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this presentation including the prospects of our industry, our anticipated financial performance, our anticipated annual dividend growth rate, management's plans and objectives for future operations, planned capital expenditures, business prospects, outcome of regulatory proceedings, market conditions and other matters, may constitute forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, our ability to generate sufficient cash flow from operations to enable us to pay our debt obligations and our current and expected dividends or to fund our other liquidity needs; any sustained reduction in demand for, or supply of, the petroleum products we gather, transport, process, market and store; the effect of our debt level on our future financial and operating flexibility, including our ability to obtain additional capital on terms that are favorable to us; our ability to access the debt and equity markets, which will depend on general market conditions and the credit ratings for our debt obligations and equity; the failure to realize the anticipated benefits of our acquisition of 100 percent of the equity interests in Buffalo Parent Gulf Coast Terminals LLC, the parent company of Buffalo Gulf Coast Terminals LLC and HFOTCO LLC, doing business as Houston Fuel Oil Terminal Company (“HFOTCO”); our ability to pay the second payment related to our HFOTCO acquisition and the consequences of our failing to do so; the loss of, or a material nonpayment or nonperformance by, any of our key customers; the amount of cash distributions, capital requirements and performance of our investments and joint ventures; the consequences of any divestitures of non-strategic operating assets or divestitures of interests in some of our operating assets through partnerships and/or join ventures; the amount of collateral required to be posted from time to time in our commodity purchase, sale or derivative transactions; the impact of operational and developmental hazards and unforeseen interruptions; our ability to obtain new sources of supply of petroleum products; competition from other midstream energy companies; our ability to comply with the covenants contained in our credit agreements, continuing covenant agreement, and the indentures governing our notes, including requirements under our credit agreements and continuing covenant agreement to maintain certain financial ratios; our ability to renew or replace expiring storage, transportation and related contracts; the overall forward markets for crude oil, natural gas and natural gas liquids; the possibility that the construction or acquisition of new assets may not result in the corresponding anticipated revenue increases; any future impairment of goodwill resulting from the loss of customers or business; changes in currency exchange rates; weather and other natural phenomena, including climate conditions; a cyber attack involving our information systems and related infrastructure, or that of our business associates; the risks and uncertainties of doing business outside of the U.S., including political and economic instability and changes in local governmental laws, regulations and policies; costs of, or changes in, laws and regulations and our failure to comply with new or existing laws or regulations, particularly with regard to taxes, safety and protection of the environment; the possibility that our hedging activities may result in losses or may have a negative impact on our financial results; general economic, market and business conditions; as well as other risk factors discussed from time to time in our each of our documents and reports filed with the SEC. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this press release, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. We use our Investor Relations website and social media outlets as channels of distribution of material company information. Such information is routinely posted and accessible on our Investor Relations website at ir.semgroupcorp.com. We are present on Twitter and LinkedIn: SemGroup Twitter and LinkedIn Forward-Looking Information
- 4. 4 Ñ 2017: Year of Transition • Transformed portfolio with addition of stable refinery-facing assets • Achieved strategic goals, basin diversification and geographic focus • Raised $800 million as part of capital program Ñ 2018: Year of Execution • Execute 2018 operating budget and long-term strategic plan • Streamline and simplify business with focus on three high quality areas: ◦ Canada, Mid-Continent and Gulf Coast • Solid growth in earnings driven by secure cash flows Ñ 2019 & Beyond: Well-Positioned for Strong Value Creation • New contributions from key projects: Wapiti, Smoke Lake and HFOTCO Clear Path to Year-Over-Year Growth
- 5. 5 Over 70% of SemGroup's pro forma revenue is derived from investment grade counterparties Over 95% of total LTM gross margin from fee-based cash flows Take or Pay Fixed Fee POP/Marketing 700 600 500 400 300 200 100 0 ($inmillions) 2014 2015 2016 2017 Investment Grade Non-Investment Grade 71% 29%51% 38% 11%11% 59% 30% 64% 13% 23% Company Strengths 1) Pro forma for full-year 2017 HFOTCO acquisition and Maurepas Pipeline 2) Counterparty ratings LTM December 31, 2017; excludes SemLogistics and SemMaterials Mexico Counterparty Strength(2) Stable Cash Flows(1) 39% 57% 4% SemGroup derives a significant portion of cash flows from fixed-fee, contracted arrangements from credit-worthy counterparties
- 6. 6 2018 Capital Expenditures Guidance Projects 2Q18 3Q18 4Q18 1H19 2H19 2020+ HFOTCO Ship Dock 5 & Crude Storage Tanks: $120mm(1) ~7x EBITDA multiple Wapiti Plant: $250mm ~6x EBITDA multiple Smoke Lake Plant: $50mm ~6x EBITDA multiple Maintenance Growth Total Capital Expenditures ($inmillions) 2016 2017 2018e $52 $45 $40 $255 $307 $447 $492 $310 $350 Canada Mid-Continent Gulf Coast Maintenance 2018 Capex Guidance - $350 million Spending by Strategic Area $193 55% $50 14% $67 19% $40 11% Key Projects Driving Financial Growth 2018, 2019 and beyond 1) Expected SemGroup project spend on HFOTCO projects; excludes ~$65 million spent prior to close. The 7x multiple is based on the total project cost of $185 million 12% 2018 Capital Expenditures have been risk adjusted for guidance and will not tie to model
- 7. 7 STACK SemGas Canton Pipeline Canton Pipeline Ñ 24-inch diameter natural gas pipeline, ~50 miles long Ñ Originates from SemGroup’s Rose Valley gas processing facility in Woods County and extends to north central Blaine County Ñ Backed by a long-term, firm commitment from an investment-grade counterparty Ñ Additional long-term gathering and processing contract with dedicated acreage Ñ Initial capacity of 200 mmcf/d, and could be expanded up to 400 mmcf/d with minimal capital by adding compression, to serve other producers in the area Ñ Project completed December 2017 Ñ Total project cost ~ $60 million Provides significant operational synergies with our existing assets
- 8. 8 Ñ New 200 mmcf/d sour gas processing plant Ñ Producer development activity driven by condensate demand Ñ Supported by a 120 mmcf/d, 15 year contract with NuVista Ñ Total project cost ~ USD $225 - $250 million Ñ Plant completion estimated 2Q 2019 SemCAMS - New Gas Plants Wapiti Plant - Montney Smoke Lake Plant - Duvernay Ñ New 60 mmcf/d sweet and sour gas processing plant Ñ Supported by a 15 year contract with Murphy Oil company and Athabasca Oil Corporation Ñ Total project cost ~ USD $50 million Ñ Plant completion estimated 4Q 2019 New Smoke Lake Plant
- 9. 9 HFOTCO Growth Projects Ñ Complete construction of Ship Dock #5 Ñ 1.45 million barrels of new crude oil storage Ñ Project backstopped by a 10-year firm agreement with an investment grade refiner Ñ Expected project cost ~$185 million; ~$120 million funded by SemGroup Ñ Expected completion mid-2018 Expansion Project
- 10. Crude Business
- 11. 11 DJ Basin Ñ White Cliffs Pipeline - 51% ownership • DJ Basin to Cushing, OK • Two 527-mile, 12-inch pipelines • 215,000 bpd current capacity • Currently ships two crude types ▪ DJ Basin crude/condensate ▪ Kansas common • In negotiations with counterparty to repurpose one of the pipelines to NGL service Ñ Wattenberg Oil Trunkline • 75-mile, 12-inch pipeline and storage in DJ Basin • Transports Noble Energy production to White Cliffs • 360,000 barrels of storage capacity • 4-bay truck unloading facility at Briggsdale, CO Ñ Platteville Truck Unloading Facility • 30-lane truck unloading facility • Origin of White Cliffs Pipeline • 350,000 barrels of storage capacity Crude Business Overview U.S. Gulf Coast Ñ Maurepas Pipeline • 24-inch, 35 mile crude oil pipeline connected to LOCAP at St. James and terminating at Norco refinery • 12-inch, 35 1/2 mile intermediates pipeline between Convent and Norco refineries • 6-inch, 35 1/2 mile intermediates pipeline between Norco and Convent refineries
- 12. 12 Ñ Cushing Storage • 7.6 million barrels of storage • Connectivity to all major inbound/outbound pipelines Ñ Kansas/Oklahoma System • 455-mile gathering and transportation pipeline system • Connects to third-party pipelines, Kansas and Oklahoma refineries and Cushing terminal • More than 720,000 barrels of storage capacity Ñ Isabel Pipeline • 48 mile, 8-inch crude oil pipeline from Isabel Junction, KS to Alva, OK • Connects Kansas barrels to Glass Mountain Pipeline Crude Business Overview Oklahoma/Kansas Assets Field Services Ñ Crude Oil Trucking Fleet • Fleet of ~215 crude oil transport trucks • Servicing the Bakken, DJ/Niobrara, Eagle Ford, STACK, Granite Wash & Mississippi Lime Crude Operational Summary 1Q17 2Q17 3Q17 4Q17 Crude Transportation Transportation Volumes (mbbl/d) 179 182 190 193 White Cliffs Pipeline Volumes (mbbl/d) 111 107 105 92 Crude Facilities Average Cushing Terminal Utilization 100% 94% 94% 100%
- 13. HFOTCO
- 14. 14 Unique Position on the Houston Ship Channel 1) Fifth ship dock is currently under construction, expected completion mid-2018 2) HFOTCO owns two pipelines 3) Expected completion mid-2018 4) HFOTCO acquisition closed July 17, 2017 14 Ñ Land • 300 acres of waterfront land on the Houston Ship Channel • 12 acres of undeveloped land at Moore Road Junction, hub for multiple pipelines Ñ Storage tanks • 144 tanks ranging in size from 10 to 400 mbbls • 16.8 mmbbls of storage capacity • Additional 1.45 mmbbls currently under construction(3) Ñ Ship & Barge Docks • Five ship docks which can receive up to Suez-max vessels with 45-foot draft(1) • Seven barge docks (accommodating 23 barge simultaneously) Ñ Pipelines, Truck & Rail • Three crude oil pipelines to four refineries(2) • 72 rail spots • 14 trucks spots HFOTCO Operational Summary 1Q17 2Q17 3Q17 4Q17 Average Terminal Utilization(4) n/a n/a 98% 99%
- 15. 15 Strong Connectivity to the Houston Refinery Complex 15 Ñ Connects directly or indirectly to crude pipelines serving the Eagle Ford, Permian, Bakken, Midcontinent and Canada
- 16. 16 Ñ HFOTCO terminal currently consists of 16.8 million barrels of storage with an additional 1.45 million barrels of crude oil tankage under construction; expected completion mid-2018 Ñ Strategically located asset on the Houston Ship Channel with connectivity to the largest U.S. energy hub Diversification Focus • Nearly 2 million barrels of heated storage has been converted to crude oil since 2014 • HFOTCO has increased other products handled, such as VGO, asphalt and carbon black, from 8% in 2013 to approximately 30% in 2017 HFOTCO Terminal 1) Total capacity includes 1.45 million barrels of tanks under construction. Residual Fuel Oil and Other Products capacity allocated based on 2017 actual throughput 18.3 million barrels of capacity (1) Current Terminal Utilization
- 17. 17 HFOTCO Customers Ñ HFOTCO terminal currently services nearly 30 active customers Ñ Successfully re-contracted 16% of heated storage during 4Q 2017, representing 100% of renewals during the quarter Ñ Current storage demand exceeds available tankage Ñ Average customer tenure of approximately 15 years, illustrating operational flexibility and customer service Key CustomersCustomer Base
- 18. 18 , Ñ What is IMO 2020? The decision by the IMO (International Maritime Organization) to reduce the global sulfur limit of marine fuels by 85% by year 2020 • Upon implementation of the IMO regulation in 2020, it is expected the price of high sulfur fuel oil will drop considerably • Shipping will still be the most economical method to move global freight no matter what the fuel requirements are, the demand for product will be there, freight costs will simply increase • Some shipowners will install scrubbers initially and more will be installed over time as fuel price differentials drive higher operating efficiency • Refiners will most likely invest in hydro treating to produce LSFO which will still require HFOTCO assets for aggregation and distribution of the product; sulphur middle distillates that may be used as a replacement fuel will need incremental terminal infrastructure • Blending sulphur content down will be a major commodity play that will require tankage; There will always be production of HSFO that will need to clear and storage will be required • HFOTCO handles products beyond bunker fuel. These include fuel oils for power generation, VGO and carbon black (for rubber production) that will not be impacted by the IMO regulations IMO 2020
- 20. 20 SemGas Areas of Operation Ñ Located in liquids rich oil plays Ñ Four processing facilities - 595 mmcf/d of current capacity • ~1,060 miles of gathering lines Ñ STACK Canton Pipeline - completed(2) SemGas Natural Gas Business Northern OK Avg Processing Volumes(1) (mmcf/d) 1) SemGas volumes include total volumes processed - Northern Oklahoma and Sherman, Texas 2) Completed December 2017, see slide 7 for additional project information 1Q 2Q 3Q 4Q 287 277 265 252 2017
- 21. 21 1Q 2Q 3Q 4Q 414 349 414 452 Ñ 600 miles of transport and gathering lines Ñ Strong incumbent position to serve industry’s growing infrastructure needs Ñ Wapiti Sour Gas Plant - under construction(3) Ñ Smoke Lake Gas Plant - announced December 2017(4) SemCAMS Areas of Operations SemCAMS Natural Gas Business Average Throughput Volume(1) (mmcf/d) 1) SemCAMS volumes include total volumes processed - K3, KA and West Fox Creek facilities 2) Scheduled plant turnaround at K3 3) Expected completion 2Q 2019, see slide 8 for additional project information 4) Expected completion 4Q 2019, see slide 8 for additional project information (2) 2017
- 22. Financials
- 23. 23 Ñ Key Highlights • Net income includes: ◦ $150 million gain on the sale of Glass Mountain Pipeline, offset by approximately $120 million of non-cash write downs related to the held for sale assets of SemMaterials Mexico and SemLogistics ◦ Increased deferred tax expense by $18 million primarily due to U.S. tax rate change • Adjusted EBITDA increased 23% over third quarter, 16% year over year • Declared 4Q 2017 dividend of $0.4725 per share, resulting in an annualized dividend of $1.89 ($ in millions, except per share) Net Income (loss)(1) $(10.3) $9.6 $(19.1) $2.6 $(17.2) $2.1 Adjusted EBITDA(2) 60.7 65.4 90.7 111.5 328.3 282.8 Cash Interest Expense 18.0 18.4 29.6 35.2 101.2 55.0 Maintenance Capex 8.3 11.9 12.7 9.6 42.5 50.0 Cash Taxes 1.2 1.7 0.2 4.1 7.2 0.7 Dividend Declared per share $0.4500 $0.4500 $0.4500 $0.4725 $1.8225 $1.8000 1) Net income (loss) attributable to SemGroup 2) Non-GAAP Financial Data Reconciliations are included in the Appendix to this presentation Fourth Quarter and Full-Year 2017 Results 1Q17 2Q17 3Q17 4Q17 2017 2016
- 24. 24 Segment Profit Ñ Why change segment reporting metric? • Recent portfolio changes (acquisition & divestments) driving significant change in corporate allocations • Segment Profit facilitates comparability across time periods without regard to corporate changes • More accurate reflection of asset performance, mitigates volatility due to G&A and disposal gains/losses • Anticipate material changes in corporate cost structure and future cost allocations Segment profit definition: SemGroup management believes segment profit is a valuable measure of the operating and financial performance of the company's operating segments. Segment profit is defined as revenue, less cost of products sold (exclusive of depreciation and amortization) and operating expenses, plus equity earnings and is adjusted to remove unrealized gains and losses on commodity derivatives and to reflect equity earnings on an EBITDA basis. Reconciliations can be found in the Appendix to this presentation. Segment Reporting Change, Tax Reform & FERC Tax Reform Changes Ñ No U.S. cash taxes forecasted through 2021 • No significant impact expected on our U.S. cash tax position • Deferred tax assets & liabilities restated at December 31, 2017, to reflect federal rate reduction to 21% FERC Ñ No expected FERC related tariff rate adjustments from FERC Revised Policy Statement • SemGroup is structured as a C-Corp and does not have any pipelines subject to FERC jurisdiction other than its interest in one joint venture oil pipeline that utilizes negotiated rate tariffs and is not impacted by the revised policy statement
- 25. 25 ($ in millions) Crude Transportation $28.3 $29.0 $34.6 $41.6 $133.5 $119.7 Crude - Facilities 9.6 9.5 8.8 14.1 42.0 47.0 Crude - Supply and Logistics (2.4) (2.2) (1.7) (1.5) (7.8) 24.0 HFOTCO(1) — — 28.5 33.0 61.5 — SemGas 18.2 19.5 15.6 14.5 67.8 66.5 SemCAMS 16.9 19.0 16.7 23.7 76.3 53.3 Corporate/Other 8.3 8.3 8.4 8.2 33.2 39.5 Total Segment Profit(2) $78.9 $83.1 $110.9 $133.6 $406.5 $350.0 2017 2016 Segment Profit 1) HFOTCO acquisition closed July 17, 2017 2) Segment profit to previously reported segment Adjusted EBITDA reconciliations are included in the Appendix to this presentation Ñ Fourth Quarter 2017 vs Third Quarter 2017 • Crude Transportation increase was driven by a full quarter contribution from Maurepas Pipeline partially offset by lower White Cliffs Pipeline volumes • Crude Facilities recognized approximately $5 million related to a take-or-pay deficiency at Platteville • HFOTCO contributed $33 million in its first full-quarter as a SemGroup asset • SemGas decreased reflecting weaker Mississippi Lime volumes in the fourth quarter • SemCAMS reflects a $3.5 million increase due to a take-or-pay deficiency recognition and producer recoveries, coupled with an increase in volumes 1Q17 2Q17 3Q17 4Q17
- 26. 26 ($inmillions) 2016 2017 2018E $283 $328 $294.5 2016 - 2018 CAGR of ~20% 2018 Adjusted EBITDA Guidance $385 - $415 ($ in millions) 2018 Adjusted EBITDA $385 - $415 Continuing Portfolio Transformation through 2018 for Long-Term Financial Strength Ñ Growing earnings while improving quality of earnings Ñ Divestments contributed $34 million of 2017 Adjusted EBITDA Ñ Additional EBITDA to come online in 2019 already contracted 1) Divested assets include Glass Mountain Pipeline, SemMaterials Mexico and SemLogistics Divested Assets(1) HFOTCO & Maurepas full-year earnings Key Guidance Assumptions Crude White Cliffs Pipeline Average Volumes (mbbl/d) 100-110 Average Cushing Terminal Utilization 95-100% SemGas Average Processing Volumes (mmcf/d) 375-400 SemCAMS Average Throughput Volumes (mmcf/d) 425-440 HFOTCO Average Terminal Utilization 95-100% Ñ 2018 divestments contribute ~$9 million of 2018 Adjusted EBITDA • Assumed closing dates: ◦ SemMaterials Mexico: March 31, 2018 ◦ SemLogistics: June 30, 2018 Ñ SemCAMS - KA plant turnaround in 2Q18 Ñ Assume no U.S. cash taxes and minimal foreign cash taxes in 2018
- 27. 27 Leverage and Liquidity ($ in millions, unaudited) 12/31/2017 SemGroup (B2 / B+)(1) Revolving Credit Facility - $1.0 Billion due 2021 $ 131 5.625% Senior unsecured notes due 2022 400 5.625% Senior unsecured notes due 2023 350 6.375% Senior unsecured notes due 2025 325 7.250% Senior unsecured notes due 2026 300 Total SEMG Debt $ 1,506 HFOTCO (Ba3 / BB-)(1) Revolving Credit Facility - $75 Million due 2019 60 Term Loan due 2021 532 Hurricane Ike Bonds due 2050 225 Total HFOTCO Debt $ 817 Leverage Metrics SEMG Covenant Net Leverage Ratio (max 5.5x)(2) 3.8x HFOTCO Covenant Net Leverage Ratio (max 7.5x)(3) 7.0x Consolidated Net Leverage Ratio(4) 5.1x Consolidated Available Liquidity(5) $ 928.7 1) Moody's / S&P Corporate Family Rating 2) Calculated per SEMG revolving credit agreement definitions which includes material project adjustments and HFOTCO distributions 3) Calculated per HFOTCO revolving credit agreement definition 4) Calculated as consolidated net debt to consolidated covenant EBITDA which includes material project adjustments 5) Available liquidity is reduced for outstanding letters of credit; does not include Mexico cash
- 28. Appendix
- 29. 29 Consolidated Balance Sheets (in thousands, unaudited, condensed) December 31, 2017 December 31, 2016 ASSETS Current assets $ 902,899 $ 635,874 Property, plant and equipment, net 3,315,131 1,762,072 Goodwill and other intangible assets 655,945 185,208 Equity method investments 285,281 434,289 Other noncurrent assets, net 132,600 57,529 Noncurrent assets held for sale 84,961 — Total assets $ 5,376,817 $ 3,074,972 LIABILITIES AND OWNERS' EQUITY Current liabilities: Current portion of long-term debt $ 5,525 $ 26 Other current liabilities 761,036 488,329 Total current liabilities 766,561 488,355 Long-term debt, excluding current portion 2,853,095 1,050,918 Other noncurrent liabilities 85,080 89,734 Noncurrent liabilities held for sale 13,716 — Total liabilities 3,718,452 1,629,007 Total owners' equity 1,658,365 1,445,965 Total liabilities and owners' equity $ 5,376,817 $ 3,074,972 29
- 30. 30 Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands, except per share amounts, unaudited, condensed) 2017 Q1 Q2 Q3 Q4 FY2017 Revenues $ 456,100 $ 473,089 $ 545,922 $ 606,806 $ 2,081,917 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below 348,998 340,107 398,252 427,534 1,514,891 Operating 52,083 73,346 62,666 66,669 254,764 General and administrative 21,644 26,752 35,210 26,767 110,373 Depreciation and amortization 24,599 25,602 50,135 58,085 158,421 Loss (gain) on disposal or impairment, net 2,410 (234) 41,625 (30,468) 13,333 Total expenses 449,734 465,573 587,888 548,587 2,051,782 Earnings from equity method investments 17,091 17,753 17,367 15,120 67,331 Operating income (loss) 23,457 25,269 (24,599) 73,339 97,466 Other expenses, net 33,639 12,033 31,753 39,579 117,004 Income (loss) from continuing operations before income taxes (10,182) 13,236 (56,352) 33,760 (19,538) Income tax expense (benefit) 95 3,625 (37,249) 31,141 (2,388) Net income (loss) $ (10,277) $ 9,611 $ (19,103) $ 2,619 $ (17,150) Net income (loss) $ (10,277) $ 9,611 $ (19,103) $ 2,619 $ (17,150) Other comprehensive income (loss), net of income taxes 6,033 8,952 9,230 (4,102) 20,113 Comprehensive income (loss) $ (4,244) $ 18,563 $ (9,873) $ (1,483) $ 2,963 Net income (loss) per common share: Basic $ (0.16) $ 0.15 $ (0.25) $ 0.03 $ (0.24) Diluted $ (0.16) $ 0.15 $ (0.25) $ 0.03 $ (0.24) Weighted average shares (thousands): Basic 65,692 65,749 75,974 78,189 71,418 Diluted 65,692 66,277 75,974 78,749 71,418
- 31. 31 Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands, except per share amounts, unaudited, condensed) 2016 Q1 Q2 Q3 Q4 FY2016 Revenues $ 314,851 $ 287,377 $ 327,764 $ 402,172 $ 1,332,164 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below 196,947 176,842 218,503 281,139 873,431 Operating 50,192 54,707 52,636 54,564 212,099 General and administrative 21,060 20,775 20,583 21,490 83,908 Depreciation and amortization 24,051 25,055 24,922 24,776 98,804 Loss on disposal or impairment, net 13,307 1,685 1,018 38 16,048 Total expenses 305,557 279,064 317,662 382,007 1,284,290 Earnings from equity method investments 23,071 17,078 15,845 17,763 73,757 Gain on issuance of common units by equity method investee (41) — — — (41) Operating income 32,324 25,391 25,947 37,928 121,590 Other expenses, net 58,622 9,944 18,684 9,809 97,059 Income (loss) from continuing operations before income taxes (26,298) 15,447 7,263 28,119 24,531 Income tax expense (benefit) (21,407) 4,658 11,898 16,119 11,268 Income (loss) from continuing operations (4,891) 10,789 (4,635) 12,000 13,263 Income (loss) from discontinued operations, net of income taxes (2) (2) 3 — (1) Net income (loss) (4,893) 10,787 (4,632) 12,000 13,262 Less: net income attributable to noncontrolling interests 9,020 1,922 225 — 11,167 Net income (loss) attributable to SemGroup Corporation (13,913) 8,865 (4,857) 12,000 2,095 Net income (loss) attributable to SemGroup Corporation (13,913) 8,865 (4,857) 12,000 2,095 Other comprehensive income (loss), net of income taxes (4,109) 6,591 (7,051) (10,783) (15,352) Comprehensive income (loss) attributable to SemGroup Corporation $ (18,022) $ 15,456 $ (11,908) $ 1,217 $ (13,257) Net income (loss) per common share: Basic $ (0.32) $ 0.20 $ (0.09) $ 0.18 $ 0.04 Diluted $ (0.32) $ 0.19 $ (0.09) $ 0.18 $ 0.04 Weighted average shares (thousands): Basic 43,870 45,236 52,642 65,754 51,889 Diluted 43,870 45,647 52,642 66,326 52,281 31
- 32. 32 (in thousands, unaudited) 2017 Segment Profit: Q1 Q2 Q3 Q4 FY2017 Crude Transportation $ 28,251 $ 29,028 $ 34,585 $ 41,641 $ 133,505 Crude Facilities 9,564 9,481 8,806 14,116 41,967 Crude Supply and Logistics (2,428) (2,173) (1,693) (1,507) (7,801) HFOTCO — — 28,504 33,032 61,536 SemGas 18,227 19,484 15,555 14,539 67,805 SemCAMS 16,865 19,037 16,704 23,668 76,274 Corporate and other 8,367 8,296 8,421 8,153 33,237 Total Segment Profit 78,846 83,153 110,882 133,642 406,523 Less: General and administrative expense 21,644 26,752 35,210 26,767 110,373 Other expense (income) (150) (441) (211) (424) (1,226) Pension curtailment gain (loss) — — 3,097 (89) 3,008 Plus: M&A related costs — 5,453 14,886 1,649 21,988 Employee severance and relocation 558 312 104 720 1,694 Non-cash equity compensation 2,757 2,803 2,957 1,736 10,253 Consolidated Adjusted EBITDA $ 60,667 $ 65,410 $ 90,733 $ 111,493 $ 328,303 Segment Profit and Adjusted EBITDA 32
- 33. 33 (in thousands, unaudited) 2016 Segment Profit: Q1 Q2 Q3 Q4 FY2016 Crude Transportation $ 33,170 $ 28,122 $ 29,000 $ 29,434 $ 119,726 Crude Facilities 10,761 10,404 10,380 15,494 47,039 Crude Supply and Logistics 9,886 10,572 3,532 13 24,003 SemGas 14,305 14,678 18,320 19,227 66,530 SemCAMS 13,734 12,531 16,488 10,511 53,264 Corporate and other 13,559 8,214 8,238 9,523 39,534 Total Segment Profit 95,415 84,521 85,958 84,202 350,096 Less: General and administrative expense 21,060 20,775 20,583 21,490 83,908 Other expense (income) (188) (490) (492) 176 (994) Plus: M&A related costs — — 3,269 — 3,269 Employee severance and relocation 259 836 534 499 2,128 Non-cash equity compensation 2,866 2,560 1,620 3,170 10,216 Consolidated Adjusted EBITDA $ 77,668 $ 67,632 $ 71,290 $ 66,205 $ 282,795 Segment Profit and Adjusted EBITDA 33
- 34. 34 Non-GAAP Adjusted EBITDA Calculation (in thousands, unaudited) 2017 Reconciliation of net income to Adjusted EBITDA: Q1 Q2 Q3 Q4 FY2017 Net income (loss) $ (10,277) $ 9,611 $ (19,103) $ 2,619 $ (17,150) Add: Interest expense 13,867 13,477 32,711 42,954 103,009 Add: Income tax expense (benefit) 95 3,625 (37,249) 31,141 (2,388) Add: Depreciation and amortization expense 24,599 25,602 50,135 58,085 158,421 EBITDA 28,284 52,315 26,494 134,799 241,892 Selected Non-Cash Items and Other Items Impacting Comparability 32,383 13,095 64,239 (23,306) 86,411 Adjusted EBITDA $ 60,667 $ 65,410 $ 90,733 $ 111,493 $ 328,303 Selected Non-Cash Items and Other Items Impacting Comparability Loss (gain) on disposal or impairment, net $ 2,410 $ (234) $ 41,625 $ (30,468) $ 13,333 Foreign currency transaction loss (gain) — (1,011) (747) (2,951) (4,709) Adjustments to reflect equity earnings on an EBITDA basis 6,709 6,692 6,678 6,811 26,890 M&A transaction related costs — 5,453 14,886 1,649 21,988 Pension plan curtailment gain — — (3,097) 89 (3,008) Employee severance and relocation expense 558 312 104 720 1,694 Unrealized loss (gain) on derivative activities 27 (928) 1,833 (892) 40 Non-cash equity compensation 2,757 2,803 2,957 1,736 10,253 Loss on early extinguishment of debt 19,922 8 — — 19,930 Selected Non-Cash items and Other Items Impacting Comparability $ 32,383 $ 13,095 $ 64,239 $ (23,306) $ 86,411 34
- 35. 35 Non-GAAP Adjusted EBITDA Calculation (in thousands, unaudited) 2016 Reconciliation of net income to Adjusted EBITDA: Q1 Q2 Q3 Q4 FY2016 Net income (loss) $ (4,893) $ 10,787 $ (4,632) $ 12,000 $ 13,262 Add: Interest expense 17,577 18,011 18,517 8,545 62,650 Add: Income tax expense (benefit) (21,407) 4,658 11,898 16,119 11,268 Add: Depreciation and amortization expense 24,051 25,055 24,922 24,776 98,804 EBITDA 15,328 58,511 50,705 61,440 185,984 Selected Non-Cash Items and Other Items Impacting Comparability 62,340 9,121 20,585 4,765 96,811 Adjusted EBITDA $ 77,668 $ 67,632 $ 71,290 $ 66,205 $ 282,795 Selected Non-Cash Items and Other Items Impacting Comparability Loss on disposal or impairment, net $ 13,307 $ 1,685 $ 1,018 $ 38 $ 16,048 Loss (income) from discontinued operations, net of income taxes 2 2 (3) — 1 Foreign currency transaction loss 1,469 1,543 659 1,088 4,759 Adjustments to reflect equity earnings on an EBITDA basis 9,221 7,138 7,321 5,077 28,757 Remove loss (gain) on sale or impairment of NGL units 39,764 (9,120) — — 30,644 M&A transaction related costs — — 3,269 — 3,269 Employee severance and relocation expense 259 836 534 499 2,128 Unrealized loss (gain) on derivative activities (4,548) 4,477 6,167 (5,107) 989 Non-cash equity compensation 2,866 2,560 1,620 3,170 10,216 Selected Non-Cash items and Other Items Impacting Comparability $ 62,340 $ 9,121 $ 20,585 $ 4,765 $ 96,811 35
- 36. 36 Reconciliation of Operating Income to Total Segment Profit (in thousands, unaudited) 2017 Q1 Q2 Q3 Q4 FY2017 Operating income (loss) $ 23,457 $ 25,269 $ (24,599) $ 73,339 $ 97,466 Plus: Adjustments to reflect equity earnings on an EBITDA basis 6,709 6,692 6,678 6,811 26,890 Unrealized loss (gain) on derivatives 27 (928) 1,833 (892) 40 General and administrative expense 21,644 26,752 35,210 26,767 110,373 Depreciation and amortization 24,599 25,602 50,135 58,085 158,421 Loss (gain) on disposal or impairment, net 2,410 (234) 41,625 (30,468) 13,333 Total Segment Profit $ 78,846 $ 83,153 $ 110,882 $ 133,642 $ 406,523 36
- 37. 37 Reconciliation of Operating Income to Total Segment Profit (in thousands, unaudited) 2016 Q1 Q2 Q3 Q4 FY2016 Operating income $ 32,324 $ 25,391 $ 25,947 $ 37,928 $ 121,590 Plus: Adjustments to reflect equity earnings on an EBITDA basis 9,221 7,138 7,321 5,077 28,757 Unrealized loss (gain) on derivatives (4,548) 4,477 6,167 (5,107) 989 General and administrative expense 21,060 20,775 20,583 21,490 83,908 Depreciation and amortization 24,051 25,055 24,922 24,776 98,804 Loss on disposal or impairment, net 13,307 1,685 1,018 38 16,048 Total Segment Profit $ 95,415 $ 84,521 $ 85,958 $ 84,202 $ 350,096 37
- 38. 38 (in thousands, unaudited) 2017 2016 Q1 Q2 Q3 Q4 FY2017 Q1 Q2 Q3 Q4 FY2016 Segment Profit $ 28,251 $ 29,028 $ 34,585 $ 41,641 $ 133,505 $ 33,170 $ 28,122 $ 29,000 $ 29,434 $ 119,726 Less: General and administrative expense 2,716 3,797 2,580 1,755 10,848 1,146 1,109 1,188 3,473 6,916 Other income (2) — (4) — (6) (1) — (4) — (5) Plus: Employee severance and relocation 115 — — 4 119 — 102 33 97 232 Adjusted EBITDA $ 25,652 $ 25,231 $ 32,009 $ 39,890 $ 122,782 $ 32,025 $ 27,115 $ 27,849 $ 26,058 $ 113,047 Crude Transportation Segment Profit and Adjusted EBITDA 38 (in thousands, unaudited) 2017 2016 Q1 Q2 Q3 Q4 FY2017 Q1 Q2 Q3 Q4 FY2016 Segment Profit $ 9,564 $ 9,481 $ 8,806 $ 14,116 $ 41,967 $ 10,761 $ 10,404 $ 10,380 $ 15,494 $ 47,039 Less: General and administrative expense 602 604 309 500 2,015 1,174 1,033 701 1,614 4,522 Plus: Employee severance and relocation 54 — — 4 58 — 4 2 — 6 Adjusted EBITDA $ 9,016 $ 8,877 $ 8,497 $ 13,620 $ 40,010 $ 9,587 $ 9,375 $ 9,681 $ 13,880 $ 42,523 Crude Facilities Segment Profit and Adjusted EBITDA
- 39. 39 (in thousands, unaudited) 2017 2016 Q1 Q2 Q3 Q4 FY2017 Q1 Q2 Q3 Q4 FY2016 Segment Profit (Loss) $ (2,428) $ (2,173) $ (1,693) $ (1,507) $ (7,801) $ 9,886 $ 10,572 $ 3,532 $ 13 $ 24,003 Less: General and administrative expense 1,187 1,291 675 982 4,135 566 503 381 1,906 3,356 Plus: Employee severance and relocation 143 — — — 143 — — — — — Adjusted EBITDA $ (3,472) $ (3,464) $ (2,368) $ (2,489) $ (11,793) $ 9,320 $ 10,069 $ 3,151 $ (1,893) $ 20,647 Crude Supply and Logistics Segment Profit and Adjusted EBITDA 39
- 40. 40 (in thousands, unaudited) 2017 Q1 Q2 Q3 Q4 FY2017 Segment Profit $ — $ — $ 28,504 $ 33,032 $ 61,536 Less: General and administrative expense — — 1,267 5,690 6,957 Other income — — (25) (20) (45) Pension curtailment gain (loss) — — 3,097 (89) 3,008 Plus: M&A related costs — — 1,283 1,553 2,836 Adjusted EBITDA $ — $ — $ 25,448 $ 29,004 $ 54,452 HFOTCO Segment Profit and Adjusted EBITDA 40 Note: HFOTCO acquisition closed July 17, 2017
- 41. 41 (in thousands, unaudited) 2017 2016 Q1 Q2 Q3 Q4 FY2017 Q1 Q2 Q3 Q4 FY2016 Segment Profit $ 18,227 $ 19,484 $ 15,555 $ 14,539 $ 67,805 $ 14,305 $ 14,678 $ 18,320 $ 19,227 $ 66,530 Less: General and administrative expense 2,457 2,830 2,640 2,009 9,936 2,245 2,375 2,124 2,593 9,337 Other income — — (4) (7) (11) — — — — — Plus: Employee severance and relocation — 45 5 (1) 49 — 13 — — 13 Non-cash equity compensation 297 302 243 275 1,117 339 244 125 266 974 Adjusted EBITDA $ 16,067 $ 17,001 $ 13,167 $ 12,811 $ 59,046 $ 12,399 $ 12,560 $ 16,321 $ 16,900 $ 58,180 SemGas Segment Profit and Adjusted EBITDA 41 (in thousands, unaudited) 2017 2016 Q1 Q2 Q3 Q4 FY2017 Q1 Q2 Q3 Q4 FY2016 Segment Profit $ 16,865 $ 19,037 $ 16,704 $ 23,668 $ 76,274 $ 13,734 $ 12,531 $ 16,488 $ 10,511 $ 53,264 Less: General and administrative expense 4,824 3,585 4,867 4,514 17,790 3,830 3,531 3,421 3,581 14,363 Other expense (income) — — 1 (8) (7) — — — 1 1 Plus: Employee severance and relocation — 1 16 — 17 — — 1 — 1 Non-cash equity compensation 479 440 375 184 1,478 377 382 123 369 1,251 Adjusted EBITDA $ 12,520 $ 15,893 $ 12,227 $ 19,346 $ 59,986 $ 10,281 $ 9,382 $ 13,191 $ 7,298 $ 40,152 SemCAMS Segment Profit and Adjusted EBITDA
- 42. 42 (in thousands, unaudited) 2017 2016 Q1 Q2 Q3 Q4 FY2017 Q1 Q2 Q3 Q4 FY2016 Segment Profit $ 8,367 $ 8,296 $ 8,421 $ 8,153 $ 33,237 $ 13,559 $ 8,214 $ 8,238 $ 9,523 $ 39,534 Less: General and administrative expense 9,858 14,645 22,872 11,317 58,692 12,099 12,224 12,768 8,323 45,414 Other expense (income) (148) (441) (179) (389) (1,157) (187) (490) (488) 175 (990) Plus: M&A related costs — 5,453 13,603 96 19,152 — — 3,269 — 3,269 Employee severance and relocation 246 266 83 713 1,308 259 717 498 402 1,876 Non-cash equity compensation 1,981 2,061 2,339 1,277 7,658 2,150 1,934 1,372 2,535 7,991 Adjusted EBITDA $ 884 $ 1,872 $ 1,753 $ (689) $ 3,820 $ 4,056 $ (869) $ 1,097 $ 3,962 $ 8,246 Corporate and Other Segment Profit and Adjusted EBITDA 42