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8-K - FORM 8-K - SemGroup Corpsemgform8-k2016x3qearnings.htm
Exhibit 99.1

SemGroup Corporation Announces Third Quarter 2016 Results and Dividend

Tulsa, Okla. - November 7, 2016 - SemGroup® Corporation (NYSE:SEMG) today announced its third quarter 2016 financial results and quarterly dividend.

SemGroup reported third quarter 2016 revenues of $327.8 million with a net loss attributable to SemGroup of $(7.4) million, or a loss of $(0.14) per diluted share. This compares with second quarter 2016 revenues of $287.4 million with net income attributable to SemGroup of $8.0 million, or $0.18 per diluted share. Third quarter 2015 revenues totaled $397.1 million with net income attributable to SemGroup of $4.9 million, or $0.11 per diluted share.

SemGroup's third quarter 2016 Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) was $71.3 million, up approximately 5 percent from $67.6 million in second quarter 2016 but down 6 percent from $75.9 million in third quarter 2015. Adjusted EBITDA is a non-GAAP measure and is reconciled to net income below.

"SemGroup delivered solid results for the third quarter and continued to execute key steps in our growth strategy," said Carlin Conner, president and chief executive officer of SemGroup. "In addition to the acquisition of our former MLP, we also made construction progress on Maurepas Pipeline and announced plans to build a new Canadian sour gas plant, which we expect to be fully contracted by startup. By focusing on regional customer infrastructure gaps, we are capturing growth opportunities in this ‘lower for longer’ market."

As previously announced, the company closed on its agreement to acquire all of the outstanding common units of its former MLP, Rose Rock Midstream L.P., in an all stock-for-unit transaction. The transaction simplifies SemGroup's corporate capital structure and is expected to deliver important benefits to shareholders.
    
Recent Developments
In October, SemGroup's subsidiary SemCAMS announced that it will build a new 200 mmcf/d sour gas processing plant in the Wapiti area of the Montney play in Alberta. The new plant is underpinned by a 15-year, take-or-pay contract for a portion of the capacity. The plant is expected to be fully committed prior to the anticipated startup in mid-2019. The new sour gas plant is estimated to cost $225 million to $250 million.

Third Quarter 2016 Dividend
The SemGroup board of directors declared a quarterly cash dividend to common shareholders of $0.45 per share, resulting in an annualized dividend of $1.80 per share. The dividend will be paid on November 28, 2016 to all common shareholders of record on November 18, 2016.

2016 Guidance
Consistent with guidance provided the last two quarters, SemGroup continues to expect its 2016 Adjusted EBITDA to be below the midpoint of its previously announced guidance range, due primarily to the company's sale of NGL Energy Partners LP units. 

Earnings Conference Call
SemGroup will host a conference call for investors today, November 7, 2016, at 1:30 p.m. ET. The call can be accessed live over the telephone by dialing 1.855.239.1101, or for international callers, 1.412.542.4117. Interested parties may also listen to a simultaneous webcast of the conference call by logging onto



Exhibit 99.1

SemGroup's Investor Relations website at ir.semgroupcorp.com. A replay of the webcast will be available following the call. The third quarter 2016 earnings slide deck will be posted under Presentations.

About SemGroup
Based in Tulsa, Okla., SemGroup® Corporation (NYSE:SEMG) is a publicly traded midstream service company providing the energy industry the means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end-users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. Services include purchasing, selling, processing, transporting, terminalling and storing energy.

SemGroup uses its Investor Relations website and social media outlets as channels of distribution of material company information. Such information is routinely posted and accessible on our Investor Relations website at ir.semgroupcorp.com, our Twitter account and LinkedIn account.

Non-GAAP Financial Measures
SemGroup’s non-GAAP measure, Adjusted EBITDA, is not a GAAP measure and is not intended to be used in lieu of GAAP presentation of net income (loss), which is the most closely associated GAAP measure. 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 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.

This measure may be used periodically by management when discussing our financial results with investors and analysts and is presented as management believes it provides additional information and metrics relative to the performance of our businesses. This non-GAAP financial measure has important limitations as an analytical tool because it excludes some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider non-GAAP measures in isolation or as substitutes for analysis of our results as reported under GAAP. Management compensates for the limitations of our non-GAAP measures as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the non-GAAP measure and the most comparable GAAP measure and incorporating this knowledge into its decision-making processes. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating our operating results. Because all companies do not use identical calculations, our presentations of non-GAAP measures may be different from similarly titled measures of other companies, thereby diminishing their utility.

Forward-Looking Statements



Exhibit 99.1

Certain matters contained in this Press Release include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical fact, included in this Press Release including the prospects of our industry, our anticipated financial performance, our anticipated annual dividend growth rate, management's plans and objectives for future operations, planned capital expenditures, business prospects, outcome of regulatory proceedings, market conditions and other matters, may constitute forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, the failure to realize the anticipated benefits of the transaction, consummated on September 30, 2016, pursuant to which we acquired all of the outstanding common units of our subsidiary, Rose Rock Midstream, L.P., not already owned by us; our ability to generate sufficient cash flow from operations to enable us to pay our debt obligations and our current and expected dividends or to fund our other liquidity needs; any sustained reduction in demand for, or supply of, the petroleum products we gather, transport, process, market and store; the effect of our debt level on our future financial and operating flexibility, including our ability to obtain additional capital on terms that are favorable to us; our ability to access the debt and equity markets, which will depend on general market conditions and the credit ratings for our debt obligations and equity; the loss of, or a material nonpayment or nonperformance by, any of our key customers; the amount of cash distributions, capital requirements and performance of our investments and joint ventures; the 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 agreement and the indentures governing our senior notes, including requirements under our credit 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; changes in currency exchange rates; weather and other natural phenomena, including climate conditions; a cyber attack involving our information systems and related infrastructure, or that of our business associates; the risks and uncertainties of doing business outside of the U.S., including political and economic instability and changes in local governmental laws, regulations and policies; costs of, or changes in, laws and regulations and our failure to comply with new or existing laws or regulations, particularly with regard to taxes, safety and protection of the environment; the possibility that our hedging activities may result in losses or may have a negative impact on our financial results; general economic, market and business conditions; as well as other risk factors discussed from time to time in each of our documents and reports filed with the SEC.

Readers are cautioned not to place undue reliance on any forward-looking statements contained in this press release, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements.
Contacts:
Investor Relations:
Alisa Perkins



Exhibit 99.1

918-524-8081
investor.relations@semgroupcorp.com

Media:
Kiley Roberson
918-524-8594
kroberson@semgroupcorp.com



Exhibit 99.1


Condensed Consolidated Balance Sheets
(in thousands, unaudited)
 
 
September 30, 2016
December 31, 2015
ASSETS
 
 
Current assets
$
612,484

$
480,381

Property, plant and equipment, net
1,696,010

1,566,821

Goodwill and other intangible assets
188,271

210,255

Equity method investments
438,194

551,078

Other noncurrent assets, net
51,573

45,374

Total assets
$
2,986,532

$
2,853,909

LIABILITIES AND OWNERS' EQUITY
 
 
Current liabilities:
 
 
Current portion of long-term debt
$
25

$
31

Other current liabilities
415,742

376,996

Total current liabilities
415,767

377,027

Long-term debt, excluding current portion
1,030,140

1,057,816

Other noncurrent liabilities
73,293

222,710

Total liabilities
1,519,200

1,657,553

Total owners' equity
1,467,332

1,196,356

Total liabilities and owners' equity
$
2,986,532

$
2,853,909

 
 
 



Exhibit 99.1


Condensed Consolidated Statements of Operations
(in thousands, except per share amounts, unaudited)
 
 
Three Months Ended
Nine Months Ended
 
September 30,
June 30,
September 30,
 
2016
2015
2016
2016
2015
Revenues
$
327,764

$
397,065

$
287,377

$
929,992

$
1,072,601

Expenses:





Costs of products sold, exclusive of depreciation and amortization shown below
218,503

274,639

176,842

592,292

710,869

Operating
52,636

53,267

54,707

157,537

167,157

General and administrative
20,583

23,045

20,775

62,419

78,272

Depreciation and amortization
24,912

26,022

25,048

74,007

74,430

Loss (gain) on disposal or impairment, net
1,018

(951
)
1,685

16,010

1,479

Total expenses
317,652

376,022

279,057

902,265

1,032,207

Earnings from equity method investments
15,845

16,237

17,078

55,994

60,699

Gain (loss) on issuance of common units by equity method investee

136


(41
)
6,033

Operating income
25,957

37,416

25,398

83,680

107,126

Other expenses, net
21,199

17,829

10,807

91,987

33,725

Income (loss) from continuing operations before income taxes
4,758

19,587

14,591

(8,307
)
73,401

Income tax expense (benefit)
11,898

10,006

4,658

(4,851
)
29,609

Income (loss) from continuing operations
(7,140
)
9,581

9,933

(3,456
)
43,792

Loss from discontinued operations, net of income taxes

(1
)
(2
)
(1
)
(3
)
Net income (loss)
(7,140
)
9,580

9,931

(3,457
)
43,789

Less: net income attributable to noncontrolling interests
225

4,707

1,922

11,167

14,153

Net income (loss) attributable to SemGroup Corporation
$
(7,365
)
$
4,873

$
8,009

$
(14,624
)
$
29,636

Net income (loss) attributable to SemGroup Corporation
$
(7,365
)
$
4,873

$
8,009

$
(14,624
)
$
29,636

Other comprehensive income (loss), net of income taxes
(7,051
)
(20,210
)
6,591

(4,569
)
(23,750
)
Comprehensive income (loss) attributable to SemGroup Corporation
$
(14,416
)
$
(15,337
)
$
14,600

$
(19,193
)
$
5,886

Net income (loss) per common share:





Basic
$
(0.14
)
$
0.11

$
0.18

$
(0.31
)
$
0.68

Diluted
$
(0.14
)
$
0.11

$
0.18

$
(0.31
)
$
0.67

Weighted average shares (thousands):





Basic
52,642

43,808

45,236

47,269

43,775

Diluted
52,642

43,971

45,647

47,269

43,969






Exhibit 99.1


Reconciliation of net income to Adjusted EBITDA:
(in thousands, unaudited)
 
Three Months Ended
Nine Months Ended
  
September 30,
June 30,
September 30,
  
2016
2015
2016
2016
2015
Net income (loss)
$
(7,140
)
$
9,580

$
9,931

$
(3,457
)
$
43,789

Add: Interest expense
21,032

19,170

18,875

58,842

50,583

Add: Income tax expense (benefit)
11,898

10,006

4,658

(4,851
)
29,609

Add: Depreciation and amortization expense
24,912

26,022

25,048

74,007

74,430

EBITDA
50,702

64,778

58,512

124,541

198,411

Selected Non-Cash Items and Other Items Impacting Comparability
20,588

11,171

9,121

92,046

27,546

Adjusted EBITDA
$
71,290

$
75,949

$
67,633

$
216,587

$
225,957

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

  
Three Months Ended
Nine Months Ended
  
September 30,
June 30,
September 30,
  
2016
2015
2016
2016
2015
Loss (gain) on disposal or impairment, net
$
1,018

$
(951
)
$
1,685

$
16,010

$
1,479

Loss from discontinued operations, net of income taxes

1

2

1

3

Foreign currency transaction loss (gain)
659

(385
)
1,543

3,671

(1,199
)
Remove NGL equity losses (earnings) including loss (gain) on issuance of common units
38

742


(2,153
)
(11,070
)
Remove loss (gain) on impairment or sale of NGL units


(9,120
)
30,644

(14,517
)
NGL cash distribution

4,752


4,873

14,235

M&A transaction related costs
3,269



3,269

10,000

Inventory valuation adjustments including equity method investees

142



1,377

Employee severance and relocation expense
534

21

836

1,629

42

Unrealized loss (gain) on derivative activities
6,167

(4,546
)
4,477

6,096

(3,316
)
Depreciation and amortization included within equity earnings
7,283

6,412

7,138

20,960

19,134

Bankruptcy related expenses

33



224

Legal settlement expense

3,394



3,394

Non-cash equity compensation
1,620

1,556

2,560

7,046

7,760

Selected Non-Cash Items and Other Items Impacting Comparability
$
20,588

$
11,171

$
9,121

$
92,046

$
27,546