Third Quarter 2019 Financial Results
November 7, 2019
Third Quarter 2019 Financial Results November 7, 2019 Third - - PowerPoint PPT Presentation
Third Quarter 2019 Financial Results November 7, 2019 Third Quarter 2019 Results November 7, 2019 Non-GAAP Financial Measures SemGroups non-GAAP measures, Adjusted EBITDA, Cash Available for Dividends (CAFD) and Total Segment Profit,
November 7, 2019
Third Quarter 2019 Results November 7, 2019
2
SemGroup’s non-GAAP measures, Adjusted EBITDA, Cash Available for Dividends (CAFD) and Total Segment Profit, are not GAAP measures and are not intended to be used in lieu of GAAP presentation of their most closely associated GAAP measures, net income (loss) for Adjusted EBITDA and CAFD and operating income for Total Segment Profit. Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, adjusted for selected items that SemGroup believes impact the comparability of financial results between reporting periods. In addition to non-cash items, we have selected items for adjustment to EBITDA which management feels decrease the comparability of our results among periods. These items are identified as those which are generally outside of the results of day to day operations of the business. These items are not considered non- recurring, infrequent or unusual, but do erode comparability among periods in which they occur with periods in which they do not occur or occur to a greater or lesser degree. Historically, we have selected items such as gains on the sale of NGL Energy Partners LP common units, costs related to our predecessor’s bankruptcy, significant business development related costs, significant legal settlements, severance and other similar costs. Management believes these types of items can make comparability of the results of day to day operations among periods difficult and have chosen to remove these items from our Adjusted EBITDA. We expect to adjust for similar types of items in the future. Although we present selected items that we consider in evaluating our performance, you should be aware that the items presented do not represent all items that affect comparability between the periods presented. Variations in our operating results are also caused by changes in volumes, prices, mechanical interruptions and numerous other factors. We do not adjust for these types of variances. CAFD is based on Adjusted EBITDA, as defined above, and reduced for cash income taxes, cash interest expense, preferred stock cash dividends, maintenance capital expenditures and CAFD attributable to noncontrolling interests, as adjusted for selected items which management feels decrease the comparability of results among periods. CAFD is a performance measure utilized by management to analyze our performance after the payment of cash taxes, servicing debt obligations and making sustaining capital expenditures. Total Segment Profit represents revenue, less cost of products sold (exclusive of depreciation and amortization) and operating expenses, plus equity earnings and is adjusted to remove unrealized gains and losses on commodity derivatives and to reflect equity earnings on an EBITDA basis. Reflecting equity earnings on an EBITDA basis is achieved by adjusting equity earnings to exclude our percentage of interest, taxes, depreciation and amortization from equity earnings for operated equity method investees. For our investment in NGL Energy, we exclude equity earnings and include cash distributions received. Segment profit is the measure by which management assess the performance of our reportable segments. These measures may be used periodically by management when discussing our financial results with investors and analysts and are presented as management believes they provide additional information and metrics relative to the performance of our businesses. These non-GAAP financial measures have important limitations as analytical tools because they exclude some, but not all, items that affect the most directly comparable GAAP financial measures. You should not consider non-GAAP measures in isolation or as substitutes for analysis of our results as reported under GAAP. Management compensates for the limitations of our non-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
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.
Third Quarter 2019 Results November 7, 2019
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, the expected merger of SemGroup with and into Merger Sub, LLC, a wholly owned subsidiary of Energy Transfer (“Merger Sub”) pursuant to the Agreement and Plan of Merger between us and Energy Transfer LP and Merger Sub, dated September 15, 2019 (the “merger”) and other matters, may constitute forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking
inability to obtain all approvals necessary or the failure of other closing conditions; our ability to generate sufficient cash flow from operations to enable us to pay our debt obligations and
market and store; the effect of our debt level on our future financial and operating flexibility, including our ability to obtain additional capital on terms that are favorable to us; our ability to access the debt and equity markets, which will depend on general market conditions and the credit ratings for our debt obligations and equity; the loss of, or a material nonpayment or nonperformance by, any of our key customers; the amount of cash distributions, capital requirements and performance of our investments and joint ventures; the consequences of any divestitures of non-strategic operating assets or divestitures of interests in some of our operating assets through partnerships and/or joint ventures; the amount of collateral required to be posted from time to time in our commodity purchase, sale or derivative transactions; the impact of operational and developmental hazards and unforeseen interruptions; our ability to
continuing covenant agreement, and the indentures governing our notes, including requirements under our credit agreements and continuing covenant agreement to maintain certain financial ratios; our ability to renew or replace expiring storage, transportation and related contracts; the overall forward markets for crude oil, natural gas and natural gas liquids; the possibility that the construction or acquisition of new assets or other business combination activities may not result in the corresponding anticipated benefits; any future impairment of goodwill resulting from the loss of customers or business; changes in currency exchange rates; weather and other natural phenomena, including climate conditions; a cyber attack involving our information systems and related infrastructure, or that of our business associates; the risks and uncertainties of doing business outside of the 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
SEC. 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.semgroup.com. We are present on Twitter and LinkedIn.
Third Quarter 2019 Results November 7, 2019
4
Canada segments
Ñ 3Q19 Highlights Ñ Key Projects on Track Ñ SemGroup & Energy Transfer Merger Update
Third Quarter 2019 Results November 7, 2019
5
($USD in millions, except per share)
Net Income (loss) $8.5 $3.0 ($3.3) ($12.9) ($5.5) Adjusted EBITDA $96.5 $105.4 $103.0 $105.5 $94.3 Cash Available for Dividends (CAFD) $50.8 $56.9 $46.4 $43.7 $33.9 Common Dividend declared per share $0.4725 $0.4725 $0.4725 $0.4725 $0.4725 Dividend Coverage Ratio 1.4x 1.5x 1.3x 1.2x 0.9x
Non-GAAP Financial Data Reconciliations are included in the Appendix to this presentation
2Q19
3Q18 4Q18 1Q19 2Q19 3Q19
Net Income Adjusted EBITDA CAFD
Ñ
Third Quarter 2019 vs Second Quarter 2019
cash taxes
plants
Key Financial Metrics Trend
Third Quarter 2019 Results November 7, 2019
6
($USD in millions)
U.S. Liquids $75.5 $85.5 $89.5 $85.2 $67.5 U.S. Gas $19.8 $17.6 $12.1 $11.0 $13.7 Canada $20.5 $17.3 $22.7 $29.7 $34.9 Corp & Other ($0.9) ($0.2) ($0.2) ($0.2) ($1.5)
Total Consolidated Results $114.9 $120.2 $124.1 $125.7 $114.6
Ñ Segment Profit: Third Quarter 2019 vs Second Quarter 2019
U.S. Liquids
for NGL conversion, as well as take-or-pay contract expirations
4Q19 U.S. Gas
Canada
3Q18 4Q18 1Q19 2Q19 3Q19
Segment Profit Trend
Third Quarter 2019 Results November 7, 2019
7
Key Asset Volumes
1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 U.S. Liquids
White Cliffs Pipeline Crude Volumes (mbpd) (1) 107 135 112 144 147 106 93 Cushing Terminal Utilization (2) 98% 97% 94% 98% 100% 90% 90% Houston Terminal Utilization 97% 97% 96% 96% 98% 98% 98%
U.S. Gas (Texas volumes excluded)
Total Oklahoma Average Processing Volumes (mmcf/d) 293 353 380 355 290 301 311
Canada (3)
Total Average Processing Volumes (mmcf/d) 441 382 434 430 460 590 638
KA 174 112 190 174 163 162 180 K3/Wapiti system 267 270 244 256 255 293 297
K3 267 270 244 256 226 234 214 Wapiti '--------------------------------------------- 39 (4) 59 83
Patterson Creek
'---------------------------------------------
122 (5) 135 161
(1) White Cliffs Pipeline volumes declined primarily due to one crude line taken out of service for NGL conversion in early May 2019 (2) Lower utilization due to tanks out of service for routine inspections and repairs (3) Canada volumes include total average processed volumes - K3/Wapiti system, KA/West Fox Creek and Patterson Creek facilities (4) Wapiti volumes represent a partial first quarter, the plant came online January 27, 2019, full first quarter average processing volumes were 29 mmcf/d (5) Patterson Creek volumes represent a partial first quarter, acquisition closed on February 25, 2019, full first quarter average processing volumes were 42 mmcf/d
Third Quarter 2019 Results November 7, 2019
8
($USD in millions, unaudited)
Interest Rate 9/30/2019 Revolving Credit Facility - $1.0 billion due 2021 $— Senior unsecured notes due 2022 5.625% 400 Senior unsecured notes due 2023 5.625% 350 Senior unsecured notes due 2025 6.375% 325 Senior unsecured notes due 2026 7.250% 300
Total SemGroup Debt (B2 / B+) 6.16% $1,375
Term Loan due 2025 4.800% 593 Hurricane Ike Bonds due 2050 2.951% 225
Total HFOTCO Debt (Ba3 / BB-) 4.29% $818
Revolving Credit Facility - C$525 million due 2024 4.539% 67 Term Loan due 2024 4.840% 264
Total SemCAMS Midstream Debt 4.78% $331 Cash Available $214 Consolidated Net Debt 5.37% $2,310
SemGroup LTM Adjusted EBITDA $408 Plus Material Project Addbacks 9 Plus LTM Canada Acquisition (Patterson Creek) 14
Consolidated LTM Adjusted EBITDA $431 Consolidated Leverage Ratio 5.4x SemGroup Covenant Leverage Ratio 3.0x Consolidated Available Liquidity (1) $1,493
(1) Available liquidity is reduced for outstanding letters of credit
Third Quarter 2019 Results November 7, 2019
Third Quarter 2019 Results November 7, 2019
10
Consolidated Balance Sheets
(in thousands, unaudited, condensed)
September 30, 2019 December 31, 2018 ASSETS Current assets $877,580 $715,825 Property, plant and equipment, net 3,927,645 3,457,326 Goodwill and other intangible assets 783,085 622,340 Equity method investments 283,638 274,009 Other noncurrent assets, net 151,017 140,807 Right of use assets, net 89,665 — Total assets $6,112,630 $5,210,307 LIABILITIES, PREFERRED STOCK AND OWNERS' EQUITY Current liabilities: Current portion of long-term debt $15,912 $6,000 Other current liabilities 633,417 631,157 Total current liabilities 649,329 637,157 Long-term debt, excluding current portion 2,477,326 2,278,834 Other noncurrent liabilities 274,612 94,337 Total liabilities 3,401,267 3,010,328 Preferred stock 379,285 359,658 Subsidiary preferred stock 258,376 — Owners' equity 2,073,702 1,840,321 Total liabilities, preferred stock and owners' equity $6,112,630 $5,210,307
Third Quarter 2019 Results November 7, 2019
11
Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except per share amounts, unaudited, condensed) 2019 2018 1Q 2Q 3Q YTD 1Q 2Q 3Q 4Q FY2018 Revenues $567,232 $674,940 $562,410 $1,804,582 $661,609 $595,794 $633,996 $611,863 $2,503,262 Expenses: Costs of products sold, exclusive of depreciation and amortization shown below 403,372 493,580 377,174 1,274,126 496,132 412,089 468,871 446,003 1,823,095 Operating 63,207 77,997 73,619 214,823 69,791 90,245 64,835 59,898 284,769 General and administrative 29,547 25,520 29,662 84,729 26,477 22,886 21,904 20,301 91,568 Depreciation and amortization 59,036 64,011 61,489 184,536 50,536 51,755 53,598 53,365 209,254 Loss (gain) on disposal or impairment, net (1,444) 8,936 (373) 7,119 (3,566) 1,824 (383) (1,438) (3,563) Total expenses 553,718 670,044 541,571 1,765,333 639,370 578,799 608,825 578,129 2,405,123 Earnings from equity method investments 13,951 12,695 9,065 35,711 12,614 14,351 14,528 16,179 57,672 Operating income 27,465 17,591 29,904 74,960 34,853 31,346 39,699 49,913 155,811 Other expenses, net 35,385 36,574 39,389 111,348 44,805 37,685 33,935 40,410 156,835 Income (loss) from continuing operations before income taxes (7,920) (18,983) (9,485) (36,388) (9,952) (6,339) 5,764 9,503 (1,024) Income tax expense (benefit) (4,606) (6,085) (4,019) (14,710) 23,083 (3,613) (2,697) 6,531 23,304 Income (loss) from continuing operations (3,314) (12,898) (5,466) (16,212) (33,035) (2,726) 8,461 2,972 (24,328) Net income (loss) (3,314) (12,898) (5,466) (21,678) (33,035) (2,726) 8,461 2,972 (24,328) Less: net income attributable to noncontrolling interest 3,525 12,689 7,042 23,256 — — — 2,421 2,421 Net income (loss) attributable to SemGroup (6,839) (25,587) (12,508) (44,934) (33,035) (2,726) 8,461 551 (26,749) Less: cumulative preferred stock dividends 6,541 6,657 6,773 19,971 4,832 6,211 6,317 6,430 23,790 Less: cumulative subsidiary preferred stock dividends 1,857 2,577 2,604 6,288 — — — — — Less: accretion of subsidiary preferred stock to redemption value 13,749 237 255 14,241 — — — — — Net income (loss) attributable to common shareholders ($28,986) ($35,058) ($22,140) ($85,434) ($37,867) ($8,937) $2,144 ($5,879) ($50,539) Net income (loss) ($3,314) ($12,898) ($5,466) ($21,678) ($33,035) ($2,726) $8,461 $2,972 ($24,328) Other comprehensive income (loss), net of income taxes (14,233) 27,387 (6,317) 6,837 18,171 6,180 3,352 (25,149) 2,554 Comprehensive income (loss) ($17,547) $14,489 ($11,783) ($14,841) ($14,864) $3,454 $11,813 ($22,177) ($21,774) Net income (loss) per common share: Basic ($0.37) $ (0.45) ($0.28) ($1.09) ($0.48) ($0.11) $0.03 ($0.08) ($0.65) Diluted ($0.37) $ (0.45) ($0.28) ($1.09) ($0.48) ($0.11) $0.03 ($0.08) ($0.65) Weighted average shares (thousands): Basic 78,492 78,668 78,677 78,613 78,198 78,319 78,353 78,378 78,313 Diluted 78,492 78,668 78,677 78,613 78,198 78,319 78,977 78,378 78,313
Third Quarter 2019 Results November 7, 2019
12
(in thousands, unaudited)
2019 2018 Segment Profit: 1Q 2Q 3Q YTD 1Q 2Q 3Q 4Q FY2018 U.S. Liquids $89,511 $85,189 $67,508 $242,208 $68,056 $80,393 $75,500 $85,474 $309,423 U.S. Gas 12,165 11,040 13,661 36,866 14,277 15,437 19,754 17,602 67,070 Canada 22,693 29,669 34,931 87,293 22,113 21,448 20,543 17,226 81,330 Corporate and other (1) (237) (219) (1,527) (1,983) 10,963 (172) (913) (152) 9,726 Total Segment Profit 124,132 125,679 114,573 364,384 115,409 117,106 114,884 120,150 467,549 Less: General and administrative expense 29,547 25,520 29,662 84,729 26,477 22,886 21,904 20,301 91,568 Other income (979) (1,347) (1,075) (3,401) (950) (533) (400) (497) (2,380) Plus: M&A related costs 4,635 1,676 4,790 11,101 1,156 648 290 1,058 3,152 Employee severance and relocation 159 73 731 963 137 211 43 758 1,149 Non-cash equity compensation 2,632 2,232 2,808 7,672 2,196 3,398 2,738 3,190 11,522 Consolidated Adjusted EBITDA $102,990 $105,487 $94,315 $302,792 $93,371 $99,010 $96,451 $105,352 $394,184
Segment Profit and Adjusted EBITDA
(1) 1Q 2018 reflects earnings from divested businesses
Third Quarter 2019 Results November 7, 2019
13
Non-GAAP Adjusted EBITDA Calculation
(in thousands, unaudited)
2019 2018 Reconciliation of net income to Adjusted EBITDA: 1Q 2Q 3Q YTD 1Q 2Q 3Q 4Q FY2018 Net income (loss) ($3,314) ($12,898) ($5,466) ($21,678) ($33,035) ($2,726) $8,461 $2,972 ($24,328) Add: Interest expense 36,652 38,910 39,663 115,225 42,461 35,904 35,318 36,031 149,714 Add: Income tax expense (benefit) (4,606) (6,085) (4,019) (14,710) 23,083 (3,613) (2,697) 6,531 23,304 Add: Depreciation and amortization expense 59,036 64,011 61,489 184,536 50,536 51,755 53,598 53,365 209,254 EBITDA 87,768 83,938 91,667 263,373 83,045 81,320 94,680 98,899 357,944 Selected Non-Cash Items and Other Items Impacting Comparability 15,222 21,549 2,648 39,419 10,326 17,690 1,771 6,453 36,240 Adjusted EBITDA $102,990 $105,487 $94,315 $302,792 $93,371 $99,010 $96,451 $105,352 $394,184 Selected Non-Cash Items and Other Items Impacting Comparability Loss (gain) on disposal or impairment, net ($1,444) $8,936 ($373) $7,119 ($3,566) $1,824 ($383) ($1,438) ($3,563) Foreign currency transaction loss (gain) (288) (989) 801 (476) 3,294 2,314 (983) 4,876 9,501 Adjustments to reflect equity earnings on an EBITDA basis 4,710 4,718 4,633 14,061 4,883 4,886 4,926 4,837 19,532 M&A transaction related costs 4,635 1,676 4,790 11,101 1,156 648 290 1,058 3,152 Employee severance and relocation expense 159 73 731 963 137 211 43 758 1,149 Unrealized loss (gain) on derivative activities 4,818 4,903 (10,742) (1,021) 2,226 4,409 (4,860) (6,828) (5,053) Non-cash equity compensation 2,632 2,232 2,808 7,672 2,196 3,398 2,738 3,190 11,522 Selected Non-Cash items and Other Items Impacting Comparability $15,222 $21,549 $2,648 $39,419 $10,326 $17,690 $1,771 $6,453 $36,240
Third Quarter 2019 Results November 7, 2019
14
Reconciliation of Operating Income to Total Segment Profit
(in thousands, unaudited)
2019 2018 1Q 2Q 3Q YTD 1Q 2Q 3Q 4Q FY2018 Operating income $27,465 $17,591 $29,904 $74,960 $34,853 $31,346 $39,699 $49,913 $155,811 Plus: Adjustments to reflect equity earnings on an EBITDA basis 4,710 4,718 4,633 14,061 4,883 4,886 4,926 4,837 19,532 Unrealized loss (gain) on derivatives 4,818 4,903 (10,742) (1,021) 2,226 4,409 (4,860) (6,828) (5,053) General and administrative expense 29,547 25,520 29,662 84,729 26,477 22,886 21,904 20,301 91,568 Depreciation and amortization 59,036 64,011 61,489 184,536 50,536 51,755 53,598 53,365 209,254 Loss (gain) on disposal or impairment, net (1,444) 8,936 (373) 7,119 (3,566) 1,824 (383) (1,438) (3,563) Total Segment Profit $124,132 $125,679 $114,573 $364,384 $115,409 $117,106 $114,884 $120,150 $467,549
Third Quarter 2019 Results November 7, 2019
15
Cash Available for Dividends
(in thousands, unaudited)
2019 2018 1Q 2Q 3Q YTD 1Q 2Q 3Q 4Q FY2018 Adjusted EBITDA $102,990 $105,487 $94,315 $302,792 $93,371 $99,010 $96,451 $105,352 $394,184 Less: Cash interest expense 35,626 36,458 37,817 109,901 32,530 34,870 36,377 35,372 139,149 Less: Maintenance capital 10,600 8,073 7,603 26,276 7,729 11,550 8,635 8,664 36,578 Less: Cash paid for income taxes (1) 910 796 6,570 8,276 1,800 12,900 600 1,500 16,800 Less: CAFD attributable to SemCAMS Midstream noncontrolling interest 2,844 9,840 10,549 23,233 — — — — — Less: Distributions to Maurepas Class B shareholders 6,613 6,595 6,595 19,803 — — — 2,932 2,932 Less: Preferred stock dividends (2) — — — — — — — — — Selected items impacting comparability: Add back: Cash income taxes related to SemCAMS Midstream formation — — 8,700 8,700 — — — — — Add back: Mexico disposal cash taxes — — — — — 10,955 — — 10,955 Cash available for dividends $46,397 $43,725 $33,881 $124,003 $51,312 $50,645 $50,839 $56,884 $209,680 Dividends declared $37,061 $37,161 $37,177 $111,399 $37,004 $37,022 $37,022 $37,034 $148,082 Dividend coverage ratio 1.3x 1.2x 0.9x 1.1x 1.4x 1.4x 1.4x 1.5x 1.4x
(1) Third quarter 2019 includes $8.7 million related to SemCAMS Midstream JV formation, partially offset by a Canadian tax refund (2) To date preferred stock dividends have been paid-in-kind