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8-K - FORM 8-K - Rose Rock Midstream, L.P.rrmsform8-k2015x2qearnings.htm
Exhibit 99.1

Rose Rock Midstream, L.P. Reports Second Quarter 2015 Results
Increased Quarterly Distribution by 21.5% Over Prior Year
Second Quarter Adjusted EBITDA Increased 106% Over Prior Year


Tulsa, OK - August 6, 2015 - Rose Rock Midstream®, L.P. (NYSE: RRMS) today announced its financial results for the three months ended June 30, 2015.

Rose Rock Midstream's adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) was $44.7 million for the second quarter 2015, more than doubling year-over year when compared to the second quarter 2014 results of $21.7 million and up 6% over the $42.1 million of Adjusted EBITDA for the first quarter of 2015.

"Rose Rock's solid second quarter performance confirms the strength of our fee-based transportation and terminal assets," said Carlin Conner, chief executive officer of Rose Rock Midstream’s general partner. "Rose Rock is well positioned to weather this challenging time for our industry, while continuing to deliver growth in earnings, cash distributions and value for our investors."

Adjusted gross margin was $48.8 million for the second quarter 2015, up 37% from second quarter 2014 Adjusted gross margin of $35.6 million and 19% above the first quarter 2015 of $41.0 million. Adjusted gross margin and Adjusted EBITDA, which are non-GAAP measures, are reconciled to their most directly comparable GAAP measures below.

Second quarter 2015 net income attributable to Rose Rock totaled $17.1 million, compared to $11.0 million for the second quarter 2014 and $14.6 million for the first quarter 2015.

Rose Rock Midstream's distributable cash flow for the three months ended June 30, 2015 was $30.1 million. On July 23, 2015, Rose Rock Midstream announced the partnership's quarterly cash distribution of $0.650 per unit. This marks the fourteenth consecutive increase in the quarterly cash distribution to RRMS limited partner unitholders and represents a 21.5% increase year-over-year compared to second quarter 2014 distribution of $0.535 per unit and a 2.4% increase over the previous quarterly distribution of $0.635. The distribution will be paid on August 14, 2015 to all unitholders of record on August 4, 2015. Distributable cash flow, which is a non-GAAP measure, is reconciled to its most directly comparable GAAP measure below.
    
2015 Guidance
Rose Rock reaffirms 2015 consolidated Adjusted EBITDA guidance of between $180 and $200 million. The company is on track to deploy approximately $185 million in capital investments in 2015, with more than 90% allocated to growth projects. Rose Rock reaffirms it is targeting a distribution growth rate for 2015 of 15% to 20% on a year-over-year basis.

Earnings Conference Call
Rose Rock Midstream will host a joint conference call with SemGroup® Corporation (NYSE: SEMG) for investors tomorrow, August 7, 2015, at 11 a.m. ET. The call can be accessed live over the telephone by dialing 1.888.317.6003, or for international callers, 1.412.317.6061. The pass code for the call is 2365379. 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 second quarter 2015 earnings slide deck will be posted under Presentations.



Exhibit 99.1


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.”
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



Exhibit 99.1

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 purchase, sale or derivative transactions; competition from other midstream energy companies; our ability to comply with the covenants contained in the instruments governing our indebtedness and to 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, transportation and related 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; cyber attacks involving our information systems and related infrastructure; 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; and 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)
 
 
 
 
 
 
 
 
 
 
 
 
June 30,
December 31,
 
 
2015
2014(1)
 
ASSETS
 
 
 
Current assets
$
408,520

$
274,769

 
Property, plant and equipment, net
419,458

396,066

 
Equity method investments
426,058

269,635

 
Other noncurrent assets, net
69,802

65,793

 
Total assets
$
1,323,838

$
1,006,263

 
 
 
 
 
LIABILITIES AND PARTNERS' CAPITAL
 
 
 
Current liabilities
$
308,116

$
265,682

 
Long-term debt
744,339

432,092

 
Total liabilities
1,052,455

697,774

 
 
 
 
 
Partners' capital
271,383

308,489

 
Total liabilities and partners' capital
$
1,323,838

$
1,006,263

 
 
 
 
 
(1) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline
 



Exhibit 99.1

Condensed Consolidated Statements of Income
 
 
 
(in thousands, except per unit data, unaudited)
 
 
 
 
 
 
 
 
Three Months Ended
Six Months Ended
 
June 30,
March 31,
June 30,
 
2015
2014(1)
2015
2015
2014(1)
Revenues, including revenues from affiliates:
 
 
 
 
 
Product
$
193,525

$
267,087

$
106,567

$
300,092

$
533,377

Service
29,778

25,069

28,126

57,904

51,293

Total revenues
223,303

292,156

134,693

357,996

584,670

Expenses, including expenses from affiliates:
 
 
 
 
 
Costs of products sold, exclusive of depreciation and amortization
173,133

255,745

96,237

269,370

510,282

Operating
23,656

17,438

20,951

44,607

32,653

General and administrative
6,329

6,191

5,620

11,949

9,938

Depreciation and amortization
10,608

7,276

10,143

20,751

18,758

Total expenses
213,726

286,650

132,951

346,677

571,631

Earnings from equity method investments
17,683

12,291

20,864

38,547

23,371

Operating income
27,260

17,797

22,606

49,866

36,410

Other expenses:
 
 
 
 
 
Interest expense
10,197

2,730

8,006

18,203

5,117

Other income, net
(5
)
(21
)

(5
)
(21
)
Total other expenses, net
10,192

2,709

8,006

18,198

5,096

Net income
17,068

15,088

14,600

31,668

31,314

Less: net income attributable to noncontrolling interests

4,082



7,758

Net income attributable to Rose Rock Midstream, L.P.
$
17,068

$
11,006

$
14,600

$
31,668

$
23,556

Net income allocated to general partner
$
5,323

$
1,067

$
4,742

$
10,065

$
1,872

Net income allocated to common unitholders
$
11,745

$
7,513

$
9,858

$
21,603

$
15,619

Net income allocated to subordinated unitholders
$

$
3,063

$

$

$
6,860

Net loss allocated to Class A unitholders
$

$
(637
)
$

$

$
(795
)
Net income (loss) per limited partner unit:
 
 
 
 
 
Common unit (basic)
$
0.32

$
0.41

$
0.28

$
0.60

$
0.86

Common unit (diluted)
$
0.32

$
0.41

$
0.28

$
0.60

$
0.85

Subordinated unit (basic and diluted)
$

$
0.37

$

$

$
0.82

Class A unit (basic and diluted)
$

$
(0.25
)
$

$

$
(0.31
)
Basic weighted average number of limited partner units outstanding:
 
 
 
 
 
Common units
36,790

18,336

34,804

35,803

18,243

Subordinated units

8,390



8,390

Class A units

2,596



2,548

Diluted weighted average number of limited partner units outstanding:
 
 
 
 
 
Common units
36,839

18,397

34,847

35,849

18,297

Subordinated units

8,390



8,390

Class A units

2,596



2,548

(1) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline





Exhibit 99.1

Non-GAAP Reconciliations
 
 
 
 
 
 
 
 
 
 
 
(in thousands, unaudited)
Three Months Ended
Six Months Ended
 
June 30,
March 31,
June 30,
 
2015
2014(1)
2015
2015
2014(1)
Reconciliation of operating income to Adjusted gross margin:
 
 
 
 
 
Operating income
$
27,260

$
17,797

$
22,606

$
49,866

$
36,410

Add:
 
 
 
 
 
Operating expense
23,656

17,438

20,951

44,607

32,653

General and administrative expense
6,329

6,191

5,620

11,949

9,938

Depreciation and amortization expense
10,608

7,276

10,143

20,751

18,758

Less:
 
 
 
 
 
Earnings from equity method investments
17,683

12,291

20,864

38,547

23,371

Non-cash unrealized gain (loss) on derivatives, net
1,415

851

(2,531
)
(1,116
)
245

Adjusted gross margin
$
48,755

$
35,560

$
40,987

$
89,742

$
74,143

 
 
 
 
 
 
Reconciliation of net income to Adjusted EBITDA:
 
 
 
 
 
Net income
$
17,068

$
15,088

$
14,600

$
31,668

$
31,314

Add:
 
 
 
 
 
Interest expense
10,197

2,730

8,006

18,203

5,117

Depreciation and amortization expense
10,608

7,276

10,143

20,751

18,758

Cash distributions from equity method investments
25,560

14,467

26,065

51,625

28,052

Inventory valuation adjustment
48


1,187

1,235


Non-cash equity compensation
357

130

298

655

390

Loss (gain) on disposal of long-lived assets, net
(22
)
(27
)
152

130

(61
)
Less:
 
 
 
 
 
Earnings from equity method investments
17,683

12,291

20,864

38,547

23,371

White Cliffs cash distributions attributable to noncontrolling interests

4,822



9,350

Impact from derivative instruments:
 
 
 
 
 
Total loss on derivatives, net
(2,202
)
(1,942
)
(644
)
(2,846
)
(2,749
)
Total realized loss (gain) (cash flow) on derivatives, net
3,617

2,793

(1,887
)
1,730

2,994

Non-cash unrealized gain (loss) on derivatives, net
1,415

851

(2,531
)
(1,116
)
245

Adjusted EBITDA
$
44,718

$
21,700

$
42,118

$
86,836

$
50,604

 
 
 
 
 
 
Reconciliation of net cash provided by (used in) operating activities to Adjusted EBITDA:
 
 
 
 
 
Net cash provided by (used in) operating activities
$
26,941

$
6,931

$
(7,070
)
$
19,871

$
25,118

Less:
 
 
 
 
 
Changes in operating assets and liabilities, net
(386
)
(14,945
)
(36,508
)
(36,894
)
(25,558
)
White Cliffs cash distributions attributable to noncontrolling interests

4,822



9,350

Add:
 
 
 
 
 
Interest expense, excluding amortization of debt issuance costs
9,515

2,470

7,479

16,994

4,597

Distributions from equity method investments in excess of equity in earnings
7,876

2,176

5,201

13,077

4,681

Adjusted EBITDA
$
44,718

$
21,700

$
42,118

$
86,836

$
50,604

(1) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline




Exhibit 99.1

Non-GAAP Reconciliations (Continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands, unaudited)
Three Months Ended
Six Months Ended
 
June 30,
March 31,
June 30,
 
2015
 
2014(2)
2015
2015
2014(2)
Reconciliation of net income to distributable cash flow:
 
 
 
 
 
 
Net income
$
17,068

 
$
15,088

$
14,600

$
31,668

$
31,314

Add:
 
 
 
 
 
 
Interest expense
10,197

 
2,730

8,006

18,203

5,117

Depreciation and amortization expense
10,608

 
7,276

10,143

20,751

18,758

EBITDA
37,873

 
25,094

32,749

70,622

55,189

Add:
 
 
 
 
 
 
Loss (gain) on disposal of long-lived assets, net
(22
)
 
(27
)
152

130

(61
)
Cash distributions from equity method investments
25,560

 
14,467

26,065

51,625

28,052

Inventory valuation adjustment
48

 

1,187

1,235


Non-cash equity compensation
357

 
130

298

655

390

Less:
 
 
 
 
 
 
Earnings from equity method investments
17,683

 
12,291

20,864

38,547

23,371

White Cliffs cash distributions attributable to noncontrolling interests

 
4,822



9,350

Non-cash unrealized gain (loss) on derivatives, net
1,415

 
851

(2,531
)
(1,116
)
245

Adjusted EBITDA
$
44,718


$
21,700

$
42,118

$
86,836

$
50,604

Less:
 
 
 
 
 
 
Cash interest expense
9,764

 
2,309

7,454

17,218

4,298

Maintenance capital expenditures
4,855

 
1,479

927

5,782

2,386

Distributable cash flow
$
30,099

 
$
17,912

$
33,737

$
63,836

$
43,920

 
 
 
 
 
 
 
Distribution declared
$
29,483

(1) 
$
16,718

$
28,379

$
57,862

$
30,621

 
 
 
 
 
 
 
Distribution coverage ratio
1.02x

 
1.07x

1.19x

1.10x

1.43x

 
 
 
 
 
 
 
(1) The distribution declared July 23, 2015 represents $0.65 per unit, or $2.60 per unit on an annualized basis. This is a 2.4% increase over the prior quarter.
 
 
(2) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline
 
 





Exhibit 99.1

2015 Adjusted EBITDA Guidance Reconciliation
 
 
 
(millions, unaudited)
 
 
Mid-point
Net income
$
82.0

Add: Interest expense
43.5

Add: Depreciation and amortization
43.0

EBITDA
$
168.5

Non-Cash and Other Adjustments
21.5

Adjusted EBITDA
$
190.0

 
 
Less:
 
Cash interest expense
40.0

Maintenance capital expenditures
10.0

Distributable cash flow
$
140.0

 
 
Non-Cash and Other Adjustments
 
Earnings from equity method investment
$
(82.0
)
Distributions from equity method investment
102.0

Non-cash equity compensation
1.5

Non-Cash and Other Adjustments
$
21.5