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8-K - FORM 8-K - Rose Rock Midstream, L.P.rrmsform8-k2012x4qearnings.htm
Exhibit 99.1


Rose Rock Midstream, L.P. Reports Fourth Quarter and Full Year 2012 Results
Fourth Quarter Adjusted EBITDA Increased 4% Over Previous Quarter and 14% Year-Over-Year


Tulsa, OK - February 28, 2013 - Rose Rock Midstream, L.P. (NYSE: RRMS) today announced its financial results for the three months and year ended December 31, 2012.

Rose Rock Midstream reported fourth quarter 2012 Adjusted EBITDA of $9.9 million, up 4% from third quarter 2012 of $9.5 million, and up 2% from the fourth quarter 2011 of $9.7 million. Adjusted EBITDA for the year ended December 31, 2012, totaled $39.5 million, compared to Adjusted EBITDA of $34.8 million for the year ended December 31, 2011, an increase of 14%.

"Rose Rock Midstream finished the year strong, delivering results in the upper end of our guidance range, and we are pleased with the company's growth and financial performance,” said Norm Szydlowski, chief executive officer of Rose Rock Midstream's general partner. “We set out to achieve certain goals during 2012 and we are confident that year-end results, quarterly cash distribution increases of 11% since the IPO and our recent acquisition of 17% of the White Cliffs Pipeline are all steps in the right direction.”

Adjusted gross margin was $19.2 million for the fourth quarter 2012, flat compared to third quarter 2012 and 5% above fourth quarter 2011 Adjusted gross margin of $18.3 million. Adjusted gross margin for the year ended December 31, 2012, totaled $74.6 million, compared to Adjusted gross margin of $64.3 million for the year ended December 31, 2011. Adjusted gross margin and Adjusted EBITDA, which are non-GAAP measures, are reconciled to their most directly comparable GAAP measures below.

Fourth quarter 2012 net income totaled $4.6 million, compared to $6.5 million for the third quarter 2012 and $6.8 million for the fourth quarter 2011. Net income for the year ended December 31, 2012, totaled $24.0 million, compared to net income of $23.2 million for the year ended December 31, 2011.

Rose Rock Midstream's distributable cash flow for the three months ended December 31, 2012 was $7.8 million. On January 24, 2013, Rose Rock Midstream increased the partnership's quarterly cash distribution to $0.4025 per unit from $0.3925 per unit, effective for the fourth quarter 2012, resulting in an annualized distribution of $1.61 per unit. This is a 2.5% increase over the third quarter 2012 and marks the fourth consecutive increase in the quarterly cash distribution to RRMS limited partner unitholders. The distribution was paid on February 14, 2013 to all unitholders of record on February 4, 2013. Distributable cash flow, which is a non-GAAP measure is reconciled to its most directly comparable GAAP measure below.

2013 Guidance
Rose Rock Midstream anticipates 2013 Adjusted EBITDA of $56 million to $60 million, an increase of approximately 47% over 2012 results of $39.5 million, primarily due to the acquisition of a partial interest in January 2013 in the White Cliffs Pipeline. The partnership also expects to deploy $60 million in capital investments in 2013, with 93% allocated to growth projects and a target distribution growth rate in 2013 of 10% to 15% year-over-year.

“Rose Rock Midstream generated strong results for 2012 and our future outlook is just as promising,” Szydlowski said. “We continue our focus on organic growth driven by opportunities like the White Cliffs Pipeline, a tremendous asset with substantial volume growth and expansion work already in progress. This acquisition supports our strategic plan, complements our crude-based business and echoes our commitment to provide value to our unitholders.”




Exhibit 99.1


Earnings Conference Call
Rose Rock Midstream will host a joint conference call with SemGroup® Corporation (NYSE: SEMG) for investors tomorrow, March 1, 2013, at 11 a.m. EST. The call can be accessed live over the telephone by dialing 877.359.3652, or for international callers, 720.545.0014. The pass code for the call is 88748209. Interested parties may also listen to a simultaneous webcast of the conference call by logging onto Rose Rock Midstream's Investor Relations website at ir.rrmidstream.com. A replay of the webcast will also be available for a year following the call at ir.rrmidstream.com on the Calendar of Events-Past Events page. The fourth quarter and full year 2012 earnings slide deck will be posted under Presentations.

About Rose Rock Midstream
Rose Rock Midstream, L.P. (NYSE: RRMS) is a growth-oriented Delaware limited partnership formed by SemGroup® Corporation (NYSE: SEMG) to own, operate, develop and acquire a diversified portfolio of midstream energy assets. Rose Rock Midstream provides crude oil gathering, transportation, storage and marketing services. Headquartered in Tulsa, OK, Rose Rock Midstream has operations in six states with the majority of its assets strategically located in or connected to the Cushing, Oklahoma crude oil marketing hub.

Non-GAAP Financial Measures
This Press Release and the accompanying schedules include the non-GAAP financial measures of Adjusted gross margin, Adjusted EBITDA and distributable cash flow, which may be used periodically by management when discussing our financial results with investors and analysts.  The accompanying schedules of this Press Release provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles in the United States of America (GAAP).  Adjusted gross margin, Adjusted EBITDA and distributable cash flow are presented as management believes they provide additional information and metrics relative to the performance of our business.

Operating income (loss) is the GAAP measure most directly comparable to Adjusted gross margin, net income (loss) and cash provided by (used in) operating activities are the GAAP measures most directly comparable to Adjusted EBITDA, and net income (loss) is the GAAP measure most directly comparable to distributable cash flow. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measures. 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 Adjusted gross margin, Adjusted EBITDA or distributable cash flow in isolation or as substitutes for analysis of our results as reported under GAAP. Because Adjusted gross margin, Adjusted EBITDA and distributable cash flow may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Management compensates for the limitation of Adjusted gross margin, Adjusted EBITDA and distributable cash flow as analytical tools by reviewing the comparable GAAP measures, understanding the differences between Adjusted gross margin, Adjusted EBITDA and distributable cash flow, on the one hand, and operating income (loss), net income (loss) and net cash provided by (used in) operating activities, on the other hand, 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.






Exhibit 99.1


Forward-Looking Statements
Certain matters contained in this Press Release include “forward-looking statements.”
All statements, other than statements of historical fact, included in this Press Release including the prospects of our industry, our anticipated financial performance, including distributable cash flow, management's plans and objectives for future operations, 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, insufficient cash from operations following the establishment of cash reserves and payment of fees and expenses to pay the minimum quarterly distribution; any sustained reduction in demand for crude oil in markets served by our midstream assets; our ability to obtain new sources of supply of crude oil; competition from other midstream energy companies; our ability to comply with the covenants contained in and maintain certain financial ratios required by our credit facility; our ability to access credit markets; our ability to renew or replace expiring storage contracts; the loss of or a material nonpayment or nonperformance by any of our key customers; the overall forward market for crude oil; the possibility that our hedging activities may result in losses or may have a negative impact on our financial results; hazards or operating risks incidental to the gathering, transporting or storing of crude oil; our failure to comply with new or existing environmental laws or regulations; the possibility that the construction or acquisition of new assets may not result in the corresponding anticipated revenue increases; 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:
Mary Catherine Ward 
918-524-8081
roserockir@rrmidstream.com

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




Exhibit 99.1



Condensed Consolidated Balance Sheets
 
 
(in thousands, unaudited)
 
 
 
December 31, 2012
December 31, 2011
ASSETS
 
 
Current assets
$
250,617

$
166,582

Property, plant and equipment, net
291,530

276,246

Other noncurrent assets, net
2,579

2,666

Total assets
$
544,726

$
445,494

 
 
 
LIABILITIES AND PARTNERS' CAPITAL
 
 
Current liabilities
$
231,843

$
140,553

Long-term debt
4,562

87

Total liabilities
236,405

140,640

 
 
 
Total partners' capital
308,321

304,854

Total liabilities and partners' capital
$
544,726

$
445,494

 
 
 



Exhibit 99.1


Condensed Consolidated Statements of Income
 
 
 
(in thousands, except per unit amounts, unaudited)
 
 
 
 
 
 
 
 
Three Months Ended
Year Ended
 
December 31,
September 30,
December 31,
 
2012
2011
2012
2012
2011
Revenues, including revenues from affiliates:
 
 
 
 
 
Product
$
140,344

$
123,477

$
120,358

$
576,158

$
395,301

Service
11,386

8,724

11,196

44,318

35,801

Other

(1
)

(59
)
219

Total revenues
151,730

132,200

131,554

620,417

431,321

 
 
 
 
 
 
Expenses, including expenses from affiliates:
 
 
 
 
 
Costs of products sold, exclusive of depreciation and amortization
134,119

113,461

111,790

546,966

366,265

Operating
6,156

5,278

5,698

23,302

18,973

General and administrative
3,253

3,336

4,081

12,083

9,843

Depreciation and amortization
3,099

2,874

3,066

12,131

11,379

Total expenses
146,627

124,949

124,635

594,482

406,460

 
 
 
 
 
 
Operating income
5,103

7,251

6,919

25,935

24,861

 
 
 
 
 
 
Other expenses (income):
 
 
 
 
 
Interest expense
505

418

450

1,912

1,823

Other expense (income), net
(3
)
5


69

(197
)
Total other expenses (income), net
$
502

$
423

$
450

$
1,981

$
1,626

Net income
$
4,601

$
6,828

$
6,469

$
23,954

$
23,235

 
 
 
 
 
 
Allocation of net income used for earnings
 
 
 
 
 
per unit calculation:
 
 
 
 
 
Net income
$
4,601

$
6,828

$
6,469

$
23,954

$
23,235

Less: Net income prior to initial public offering
 
 
 
 
 
on December 14, 2011

5,858



22,265

Net income subsequent to initial public offering
 
 
 
 
 
on December 14, 2011
$
4,601

$
970

$
6,469

$
23,954

$
970

Allocation of net income subsequent to initial public offering:
 
 
 
 
 
Net income allocated to general partner
$
92

$
19

$
129

$
479

$
19

Net income allocated to common unitholders
$
2,254.5

$
475.5

$
3,170

$
11,737.5

$
475.5

Net income allocated to subordinated unitholders
$
2,254.5

$
475.5

$
3,170

$
11,737.5

$
475.5

Earnings per limited partner unit subsequent to initial public offering:
 
 
 
 
 
Common units (basic and diluted)
$
0.27

$
0.06

$
0.38

$
1.40

$
0.06

Subordinated units (basic and diluted)
$
0.27

$
0.06

$
0.38

$
1.40

$
0.06

Basic weighted average number of limited partner units outstanding:
 
 
 
 
 
Common units
8,390

8,390

8,390

8,390

8,390

Subordinated units
8,390

8,390

8,390

8,390

8,390

Diluted weighted average number of limited partner units outstanding:
 
 
 
 
 
Common units
8,411

8,390

8,409

8,406

8,390

Subordinated units
8,390

8,390

8,390

8,390

8,390




Exhibit 99.1



Non-GAAP Reconciliations
 
 
 
 
 
 
 
 
 
 
 
(in thousands, unaudited)
Three Months Ended
Year Ended
 
December 31,
September 30,
December 31,
 
2012
2011
2012
2012
2011
Reconciliation of operating income to Adjusted gross margin:
 
 
 
 
 
Operating income
$
5,103

$
7,251

$
6,919

$
25,935

$
24,861

Add:
 
 
 
 
 
Operating expense
6,156

5,278

5,698

23,302

18,973

General and administrative
3,253

3,336

4,081

12,083

9,843

Depreciation and amortization
3,099

2,874

3,066

12,131

11,379

Less:
 
 
 
 
 
Unrealized gain (loss) on derivatives, net
(1,628
)
453

554

(1,196
)
787

Adjusted gross margin
$
19,239

$
18,286

$
19,210

$
74,647

$
64,269

 
 
 
 
 
 
Reconciliation of net income to Adjusted EBITDA:
 
 
 
 
 
Net income
$
4,601

$
6,828

$
6,469

$
23,954

$
23,235

Add:
 
 
 
 
 
Interest expense
505

418

450

1,912

1,823

Depreciation and amortization
3,099

2,874

3,066

12,131

11,379

Non-cash equity compensation
90


79

308


(Gain) loss on impairment or sale of assets
(57
)
52


(1
)
64

Provision for (recovery of) uncollectible accounts receivable

(16
)


(916
)
Less:
 
 
 
 
 
Impact from derivative instruments:
 
 
 
 
 
Total gain (loss) on derivatives, net
491

(1,699
)
(631
)
149

(386
)
Total realized (gain) loss (cash flow) on derivatives, net
(2,119
)
2,152

1,185

(1,345
)
1,173

Non-cash unrealized gain (loss) on derivatives, net
(1,628
)
453

554

(1,196
)
787

Adjusted EBITDA
$
9,866

$
9,703

$
9,510

$
39,500

$
34,798

 
 
 
 
 
 
Reconciliation of net cash provided by (used in) operating activities to Adjusted EBITDA:
 
 
 
 
 
Net cash provided by (used in) operating activities
$
(428
)
$
3,448

$
15,446

$
35,097

$
51,085

Less:
 
 
 
 
 
Changes in assets and liabilities
(9,887
)
(5,865
)
6,296

(2,850
)
18,082

Add:
 
 
 
 
 
Interest expense, excluding amortization of debt issuance costs
407

390

360

1,553

1,795

Adjusted EBITDA
$
9,866

$
9,703

$
9,510

$
39,500

$
34,798

 
 
 
 
 
 



Exhibit 99.1


Non-GAAP Reconciliations (Continued)
 
 
 
 
 
 
 
 
 
(in thousands, unaudited)
Three Months Ended
 
Year Ended
 
 
December 31, 2012
 
December 31, 2012
 
Reconciliation of net income to distributable cash flow:
 
 
 
 
Net income
$
4,601

 
$
23,954

 
Add: Interest expense
505

 
1,912

 
Add: Depreciation and amortization
3,099

 
12,131

 
EBITDA
8,205

 
37,997

 
Add: (Gain) loss on impairment or sale of assets
(57
)
 
(1
)
 
Add: Non-cash equity compensation
90

 
308

 
Less:
 
 
 
 
Unrealized gain (loss) on derivatives, net
(1,628
)
 
(1,196
)
 
Adjusted EBITDA
$
9,866

 
$
39,500

 
Less: Cash interest expense
406

 
1,551

 
Less: Maintenance capital expenditures
1,633

 
4,239

 
Distributable cash flow
$
7,827

 
$
33,710

 
 
 
 
 
 
Distribution declared
$
8,331

(1) 
$
27,979

(2) 
 
 
 
 
 
Distribution coverage ratio
0.94x

 
1.20x

 
 
 
 
 
 
(1) The distribution declared January 24, 2013 represents $0.4025 per unit, or $1.61 per unit on an annualized basis. This is a 2.5% increase over the prior quarter. The distribution includes units issued on January 11, 2013.
 
 
 
 
 
(2) The distribution declared represents the quarterly cash distributions for the full year 2012.


2013 Adjusted EBITDA Guidance
 
 
 
(in millions, unaudited)
 
 
 
 
Guidance(1)
 
Low
 
High
Net income
$
26.7

 
$
32.2

Add: Interest expense
12.3

 
11.3

Add: Depreciation and amortization
13.5

 
13.0

EBITDA
$
52.5

 
$
56.5

Non-Cash Adjustments
3.5

 
3.5

Adjusted EBITDA
$
56.0

 
$
60.0

Non-Cash Adjustments
 
 
 
Remove equity earnings in White Cliffs Pipeline
$
(14.0
)
 
$
(16.0
)
Include cash distributions in White Cliffs Pipeline
17.0

 
19.0

Non-cash equity compensation
0.5

 
0.5

Non-Cash Adjustments
$
3.5

 
$
3.5

(1)
Guidance is on a cash basis for White Cliffs Pipeline