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8-K - FORM 8-K - Rose Rock Midstream, L.P.rrmsform8-k2014x1qearnings.htm
Exhibit 99.1

Rose Rock Midstream, L.P. Reports First Quarter 2014 Results
First Quarter Adjusted EBITDA Increased 32% Over Previous Quarter


Tulsa, OK - May 8, 2014 - Rose Rock Midstream®, L.P. (NYSE: RRMS) today announced its financial results for the three months ended March 31, 2014.

Rose Rock Midstream reported first quarter 2014 Adjusted EBITDA of $27.8 million, compared to $21.0 million for the fourth quarter 2013 and $16.4 million for the first quarter 2013, an increase of approximately 32% and 70%, respectively.

"Rose Rock posted an exceptional first quarter, largely reflecting growth from our acquisitions during 2013," said Carlin Conner, chief executive officer of Rose Rock Midstream’s general partner. "I am very pleased with our progress thus far and look forward to working with the team as we continue to focus on organic growth projects and growth-oriented acquisitions."
Adjusted gross margin was $37.0 million for the first quarter 2014, up 4% from the fourth quarter 2013 of $35.6 million and 66% above first quarter 2013 Adjusted gross margin of $22.3 million. Adjusted gross margin and Adjusted EBITDA, which are non-GAAP measures, are reconciled to their most directly comparable GAAP measures below.

First quarter 2014 net income totaled $16.2 million, compared to $7.5 million for the fourth quarter 2013 and $12.0 million for the first quarter 2013.

Rose Rock Midstream's distributable cash flow for the three months ended March 31, 2014 was $24.9 million. On April 24, 2014, Rose Rock Midstream increased the partnership's quarterly cash distribution to $0.495 per unit from $0.465 per unit, effective for the first quarter 2014, resulting in an annualized distribution of $1.98 per unit. This is a 6.5% increase over the fourth quarter 2013 and marks the ninth consecutive increase in the quarterly cash distribution to RRMS limited partner unitholders. The distribution will be paid on May 15, 2014 to all unitholders of record on May 5, 2014. Distributable cash flow, which is a non-GAAP measure, is reconciled to its most directly comparable GAAP measure below.

First Quarter 2014 Highlights
Compared to the Fourth Quarter 2013    
$1.4 million increase in Adjusted gross margin primarily related to higher pipeline and trucking volumes
$2.1 million decrease in operating and G&A expenses
$3.2 million increase in cash distributions attributable to our two-thirds interest in White Cliffs Pipeline

2014 Guidance
Rose Rock Midstream reaffirms 2014 Adjusted EBITDA of $92 million to $97 million, an increase of approximately 40% over 2013 results of $68.5 million. The partnership is on target to deploy $75 million in capital investments in 2014, with 84% allocated to growth projects and a target distribution growth rate in 2014 of 15% year-over-year.

Earnings Conference Call
Rose Rock Midstream will host a joint conference call with SemGroup® Corporation (NYSE: SEMG) for investors tomorrow, May 9, 2014, at 11 a.m. ET. 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 27070053.



Exhibit 99.1

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 first quarter 2014 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. Headquartered in Tulsa, OK, Rose Rock Midstream provides crude oil gathering, transportation, storage and marketing services with the majority of its assets strategically located in or connected to the Cushing, Oklahoma crude oil marketing hub.

Rose Rock 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.rrmidstream.com, our Twitter account and LinkedIn account.

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.

Forward-Looking Statements
Certain matters contained in this Press Release include “forward-looking statements.”



Exhibit 99.1

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, cash distributions, management's plans and objectives for future operations, capital investments, 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; the amount of collateral required to be posted from time to time in our transactions; 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 and capital 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; weather and other natural phenomena; 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:
Alisa Perkins 
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)
 
 
 
 
 
 
 
 
 
 
 
 
March 31,
December 31,
 
 
2014
2013
 
ASSETS
 
 
 
Current assets
$
349,640

$
321,587

 
Property, plant and equipment, net
308,270

311,616

 
Equity method investment
234,742

224,095

 
Other noncurrent assets, net
38,737

39,949

 
Total assets
$
931,389

$
897,247

 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities
$
326,835

$
293,031

 
Long-term debt
244,578

245,088

 
Total liabilities
571,413

538,119

 
 
 
 
 
Total Rose Rock Midstream, L.P. partners' capital
280,450

280,571

 
Noncontrolling interests in consolidated subsidiary
79,526

78,557

 
Total equity
359,976

359,128

 
Total liabilities and equity
$
931,389

$
897,247

 
 
 
 
 
 



Exhibit 99.1

Condensed Consolidated Statements of Income
 
(in thousands, except per unit data, unaudited)
 
 
 
 
Three Months Ended
 
March 31,
December 31,
 
2014
2013
2013
Revenues, including revenues from affiliates:
 
 
 
Product
$
266,290

$
158,728

$
228,434

Service
24,633

12,504

23,607

Total revenues
290,923

171,232

252,041

Expenses, including expenses from affiliates:
 
 
 
Costs of products sold, exclusive of depreciation and amortization
254,537

148,451

217,252

Operating
14,878

5,418

15,322

General and administrative
3,623

3,561

5,326

Depreciation and amortization
10,534

3,507

11,838

Total expenses
283,572

160,937

249,738

Earnings from equity method investment
11,080

3,453

7,140

Operating income
18,431

13,748

9,443

Other expenses:
 
 
 
Interest expense
2,272

1,754

1,979

Other expense (income)


(2
)
Total other expenses, net
2,272

1,754

1,977

Net income
16,159

11,994

7,466

Less: net income attributable to noncontrolling interests
3,676


1,256

Net income attributable to Rose Rock Midstream, L.P.
$
12,483

$
11,994

$
6,210

Net income allocated to general partner
$
738

$
281

$
368

Net income allocated to common unitholders
$
8,114

$
6,767

$
4,379

Net income allocated to subordinated unitholders
$
3,750

$
4,773

$
2,023

Net income (loss) allocated to Class A unitholders
$
(119
)
$
173

$
(560
)
Earnings (loss) per limited partner unit:
 
 
 
Common unit (basic)
$
0.45

$
0.59

$
0.26

Common unit (diluted)
$
0.45

$
0.59

$
0.26

Subordinated unit (basic and diluted)
$
0.45

$
0.57

$
0.24

Class A unit (basic and diluted)
$
(0.05
)
$
0.16

$
(0.38
)
Basic weighted average number of limited partner units outstanding:
 
 
 
Common units
18,149

11,465

16,890

Subordinated units
8,390

8,390

8,390

Class A units
2,500

1,097

1,454

Diluted weighted average number of limited partner units outstanding:
 
 
 
Common units
18,198

11,491

16,934

Subordinated units
8,390

8,390

8,390

Class A units
2,500

1,097

1,454







Exhibit 99.1

Non-GAAP Reconciliations
 
 
 
 
 
 
 
(in thousands, unaudited)
Three Months Ended
 
March 31,
December 31,
 
2014
2013
2013
Reconciliation of operating income to Adjusted gross margin:
 
 
 
Operating income
$
18,431

$
13,748

$
9,443

Add:
 
 
 
Operating expense
14,878

5,418

15,322

General and administrative
3,623

3,561

5,326

Depreciation and amortization
10,534

3,507

11,838

Less:
 
 
 
Earnings from equity method investment
11,080

3,453

7,140

Non-cash unrealized gain (loss) on derivatives, net
(606
)
468

(785
)
Adjusted gross margin
$
36,992

$
22,313

$
35,574

 
 
 
 
Reconciliation of net income to Adjusted EBITDA:
 
 
 
Net income
$
16,159

$
11,994

$
7,466

Add:
 
 
 
Interest expense
2,272

1,754

1,979

Depreciation and amortization
10,534

3,507

11,838

Cash distributions from equity method investment
13,585

2,892

5,861

Non-cash equity compensation
260

143

228

Gain on disposal of long-lived assets, net
(34
)

(31
)
Less:
 
 
 
Earnings from equity method investment
11,080

3,453

7,140

White Cliffs cash distributions attributable to noncontrolling interests
4,528



Impact from derivative instruments:
 
 
 
Total gain (loss) on derivatives, net
(807
)
(544
)
837

Total realized (gain) loss (cash flow) on derivatives, net
201

1,012

(1,622
)
Non-cash unrealized gain (loss) on derivatives, net
(606
)
468

(785
)
Adjusted EBITDA
$
27,774

$
16,369

$
20,986

 
 
 
 
Reconciliation of net cash provided by operating activities to Adjusted EBITDA:
 
 
 
Net cash provided by operating activities
$
18,388

$
9,915

$
50,360

Less:
 
 
 
Changes in operating assets and liabilities, net
(9,397
)
(4,898
)
30,466

White Cliffs cash distributions attributable to noncontrolling interests
4,528



Add:
 
 
 
Interest expense, excluding amortization of debt issuance costs
2,012

1,556

1,799

Distributions in excess of equity in earnings of affiliates
2,505


(707
)
Adjusted EBITDA
$
27,774

$
16,369

$
20,986

 
 
 
 



Exhibit 99.1

Non-GAAP Reconciliations (Continued)
 
 
 
 
 
 
 
 
 
(in thousands, unaudited)
Three Months Ended
 
March 31,
December 31,
 
2014
 
2013
2013
Reconciliation of net income to distributable cash flow:
 
 
 
 
Net income
$
16,159

 
$
11,994

$
7,466

Add:
 
 
 
 
Interest expense
2,272

 
1,754

1,979

Depreciation and amortization
10,534

 
3,507

11,838

EBITDA
28,965

 
17,255

21,283

Add:
 
 
 
 
Gain on disposal of long-lived assets, net
(34
)
 

(31
)
Cash distributions from equity method investment
13,585

 
2,892

5,861

Non-cash equity compensation
260

 
143

228

Less:
 
 
 
 
Earnings from equity method investment
11,080

 
3,453

7,140

White Cliffs cash distributions attributable to noncontrolling interests
4,528

 


Non-cash unrealized gain (loss) on derivatives, net
(606
)
 
468

(785
)
Adjusted EBITDA
$
27,774

 
$
16,369

$
20,986

Less:
 
 
 
 
Cash interest expense
1,989

 
1,556

1,865

Maintenance capital expenditures
907

 
2,071

1,174

Distributable cash flow
$
24,878

 
$
12,742

$
17,947

 
 
 
 
 
Distribution declared
$
13,903

(1) 
$
8,941

$
12,841

 
 
 
 
 
Distribution coverage ratio
1.79x

 
1.43 x

1.40x

 
 
 
 
 
(1) The distribution declared April 24, 2014 represents $0.495 per unit, or $1.98 per unit on an annualized basis. This is a 6.5% increase over the prior quarter.






Exhibit 99.1

2014 RRMS Adjusted EBITDA Guidance Reconciliation
 
 
 
 
 
 
 
(millions, unaudited)
 
 
Low
 
High
Net income
$
64

 
$
67

Add: Interest expense
13

 
15

Add: Depreciation and amortization
22

 
22

EBITDA
$
99

 
$
104

Non-Cash Adjustments and Other Adjustments
(7
)
 
(7
)
Adjusted EBITDA
$
92

 
$
97

 
 
 
 
 
 
 
 
Non-Cash and Other Adjustments
 
 
 
Earnings from equity method investment
$
(44
)
 
$
(48
)
Distributions from equity method investment(1)
36

 
40

Non-cash equity compensation
1

 
1

Non-Cash and Other Adjustments
$
(7
)
 
$
(7
)
 
 
 
 
(1) Distributions from equity method investment includes only the cash distributions from White Cliffs attributable to Rose Rock and excludes the distributions attributable to noncontrolling interests from Adjusted EBITDA.