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8-K - FORM 8-K - Rose Rock Midstream, L.P.rrmsform8-k2016x1qearnings.htm
Exhibit 99.1

Rose Rock Midstream, L.P. Reports First Quarter 2016 Results
Adjusted EBITDA Increased 16% Year-Over-Year


Tulsa, OK - May 5, 2016 - Rose Rock Midstream®, L.P. (NYSE: RRMS) today announced its financial results for the three months ended March 31, 2016.

Adjusted gross margin, which excludes Rose Rock's equity earnings in White Cliffs Pipeline and Glass Mountain Pipeline, was $48.0 million for the first quarter 2016, compared to $41.0 million for the first quarter 2015, and $43.8 million for the fourth quarter 2015. For the first quarter 2016 Rose Rock reported net income of $26.5 million, compared to $14.6 million for the first quarter 2015 and $1.6 million for the fourth quarter 2015.

Rose Rock Midstream's Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) was $49.0 million for the first quarter 2016, an increase of 16% as compared to first quarter 2015 results of $42.1 million, and an increase of 5% as compared to fourth quarter 2015 results of $46.6 million. Adjusted gross margin and Adjusted EBITDA, which are non-GAAP measures, are reconciled to their most directly comparable GAAP measures below.

"Rose Rock's first quarter results were right in line with expectations and highlight the benefits of our fee-based business model and our continued focus on efficient execution," said Carlin Conner, chief executive officer of Rose Rock Midstream’s general partner. "We've maintained our solid financial performance and continue to execute in a cost effective manner, positioning Rose Rock to successfully navigate these challenging market conditions."

Rose Rock Midstream's distributable cash flow for the three months ended March 31, 2016 was $35.3 million. On April 22, 2016, Rose Rock Midstream announced the partnership's quarterly cash distribution of $0.66 per unit. This distribution represents an increase of more than 4% compared to the distribution of $0.635 per unit with respect to the first quarter of 2015. The distribution will be paid on May 13, 2016 to all unitholders of record on May 3, 2016. Distributable cash flow, which is a non-GAAP measure, is reconciled to its most directly comparable GAAP measure below.
    
2016 Guidance
Rose Rock reaffirms 2016 consolidated Adjusted EBITDA guidance of between $165 and $185 million. The partnership expects to deploy approximately $35 million in capital investments in 2016. In addition, the partnership anticipates maintaining its current distribution and distribution coverage of 1.0 times or greater throughout 2016.

Earnings Conference Call
Rose Rock Midstream will host a joint conference call with SemGroup® Corporation (NYSE: SEMG) for investors tomorrow, May 6, 2016, at 11 a.m. ET. The call can be accessed live over the telephone by dialing 1.855.239.1101, or for international callers, 1.412.524.4117. 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 2016 earnings slide deck will be posted under Presentations.

About Rose Rock Midstream



Exhibit 99.1

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
Rose Rock’s non-GAAP financial measures, Adjusted gross margin, Adjusted EBITDA and distributable cash flow, are not GAAP measures and are not intended to be used in lieu of GAAP presentation of operating income (loss) which is the GAAP measure most directly comparable to Adjusted gross margin, net income (loss) and cash provided by (used in) operating activities which are the GAAP measures most directly comparable to Adjusted EBITDA, and net income (loss) which is the GAAP measure most directly comparable to distributable cash flow. Adjusted gross margin represents total revenues minus cost of products sold and unrealized gain (loss) on derivatives. Adjusted EBITDA represents net income before interest expense, income tax expense (benefit), depreciation and amortization, earnings from equity method investments and any other non-cash adjustments to reconcile net income to net cash provided by operating activities plus cash distributions from equity method investments. Distributable cash flow represents Adjusted EBITDA, as described above, adjusted to exclude cash income taxes, cash interest expense and maintenance capital expenditures.

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 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
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 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 current,



Exhibit 99.1

expected or minimum quarterly distributions; any sustained reduction in demand for, or supply of, crude oil in markets served by our midstream assets; 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; our ability to renew or replace expiring storage, transportation and related contracts; 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 purchase, sale or derivative transactions; the impact of operational and developmental hazards and unforeseen interruptions; 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 our credit facility and the indentures governing our senior notes, including requirements under our credit facility to maintain certain financial ratios; 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, including climate conditions; a cyber attack involving our information systems and related infrastructure, or that of our business associates; 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 the construction or acquisition of new assets may not result in the corresponding anticipated revenue increases; 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 
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,
 
 
2016
2015
 
ASSETS
 
 
 
Current assets
$
290,474

$
319,614

 
Property, plant and equipment, net
443,415

441,596

 
Equity method investments
433,572

438,291

 
Other noncurrent assets, net
45,376

46,089

 
Total assets
$
1,212,837

$
1,245,590

 
 
 
 
 
LIABILITIES AND PARTNERS' CAPITAL
 
 
 
Current liabilities
$
229,164

$
283,029

 
Long-term debt
756,921

732,356

 
Total liabilities
986,085

1,015,385

 
 
 
 
 
Partners' capital
226,752

230,205

 
Total liabilities and partners' capital
$
1,212,837

$
1,245,590

 
 
 
 
 



Exhibit 99.1

Condensed Consolidated Statements of Income
 
(in thousands, except per unit data, unaudited)
 
 
 
 
Three Months Ended
 
March 31,
December 31,
 
2016
2015
2015
Revenues, including revenues from affiliates:
 
 
 
Product
$
176,622

$
106,567

$
218,020

Service
27,329

28,126

27,609

Total revenues
203,951

134,693

245,629

Expenses, including expenses from affiliates:
 
 
 
Costs of products sold, exclusive of depreciation and amortization
151,391

96,237

207,155

Operating
21,407

20,799

19,603

General and administrative
4,900

5,620

4,797

Depreciation and amortization
7,893

10,143

10,613

Loss on disposal or impairment, net
294

152

10,100

Total expenses
185,885

132,951

252,268

Earnings from equity method investments
20,839

20,864

20,693

Operating income
38,905

22,606

14,054

Other expenses:
 
 
 
Interest expense
12,437

8,006

12,494

Other income, net


(24
)
Total other expenses, net
12,437

8,006

12,470

Net income
$
26,468

$
14,600

$
1,584

Net income allocated to general partner
$
5,868

$
4,742

$
5,366

Net income allocated to common unitholders
$
20,600

$
9,858

$
(3,782
)
Net income (loss) per limited partner unit:
 
 
 
Common unit (basic)
$
0.56

$
0.28

$
(0.10
)
Common unit (diluted)
$
0.56

$
0.28

$
(0.10
)
Basic weighted average number of limited partner units outstanding:
 
 
 
Common units
36,809

34,804

36,796

Diluted weighted average number of limited partner units outstanding:
 
 
 
Common units
36,835

34,847

36,831








Exhibit 99.1

Non-GAAP Reconciliations
 
 
 
 
 
 
 
(in thousands, unaudited)
Three Months Ended
 
March 31,
December 31,
 
2016
2015
2015
Reconciliation of operating income to Adjusted gross margin:
 
 
 
Operating income
$
38,905

$
22,606

$
14,054

Add:



Operating expense
21,407

20,799

19,603

General and administrative expense
4,900

5,620

4,797

Depreciation and amortization expense
7,893

10,143

10,613

Loss on disposal or impairment, net
294

152

10,100

Less:



Earnings from equity method investments
20,839

20,864

20,693

Non-cash unrealized gain (loss) on derivatives, net
4,548

(2,531
)
(5,330
)
Adjusted gross margin
$
48,012

$
40,987

$
43,804

 
 
 
 
Reconciliation of net income to Adjusted EBITDA:
 
 
 
Net income
$
26,468

$
14,600

$
1,584

Add:
 
 
 
Interest expense
12,437

8,006

12,494

Depreciation and amortization expense
7,893

10,143

10,613

Cash distributions from equity method investments
26,913

26,065

25,241

Inventory valuation adjustment

1,187

1,355

Provision for doubtful accounts receivable
38


257

Non-cash equity compensation
365

298

341

Loss on disposal or impairment, net
294

152

10,100

Less:
 
 
 
Earnings from equity method investments
20,839

20,864

20,693

Impact from derivative instruments:
 
 

Total gain (loss) on derivatives, net
3,354

(644
)
4,955

Total realized loss (gain) (cash flow) on derivatives, net
1,194

(1,887
)
(10,285
)
Non-cash unrealized gain (loss) on derivatives, net
4,548

(2,531
)
(5,330
)
Adjusted EBITDA
$
49,021

$
42,118

$
46,622

 
 
 
 
Reconciliation of net cash provided by (used in) operating activities to Adjusted EBITDA:
 
 
 
Net cash provided by (used in) operating activities
$
14,530

$
(7,070
)
$
30,549

Less:






Changes in operating assets and liabilities, net
(16,811
)
(36,508
)
140

Add:
 
 
 
Interest expense, excluding amortization of debt issuance costs
11,606

7,479

11,664

Distributions from equity method investments in excess of equity in earnings
6,074

5,201

4,549

Adjusted EBITDA
$
49,021

$
42,118

$
46,622

 
 
 
 



Exhibit 99.1

Non-GAAP Reconciliations (Continued)
 
 
 
 
 
 
 
 
 
(in thousands, unaudited)
Three Months Ended
 
March 31,
December 31,
 
2016
 
2015
2015
Reconciliation of net income to distributable cash flow:
 
 
 
 
Net income
$
26,468

 
$
14,600

$
1,584

Add:
 
 
 
 
Interest expense
12,437

 
8,006

12,494

Depreciation and amortization expense
7,893

 
10,143

10,613

EBITDA
46,798

 
32,749

24,691

Add:
 
 
 
 
Loss on disposal or impairment, net
294

 
152

10,100

Cash distributions from equity method investments
26,913

 
26,065

25,241

Inventory valuation adjustment

 
1,187

1,355

Provision for doubtful accounts receivable
38

 

257

Non-cash equity compensation
365

 
298

341

Less:
 
 
 
 
Earnings from equity method investments
20,839

 
20,864

20,693

Non-cash unrealized gain (loss) on derivatives, net
4,548

 
(2,531
)
(5,330
)
Adjusted EBITDA
$
49,021


$
42,118

$
46,622

Less:
 
 
 
 
Cash interest expense
11,587

 
7,454

11,640

Maintenance capital expenditures
2,148

 
927

2,458

Distributable cash flow
$
35,286

 
$
33,737

$
32,524

 
 
 
 
 
Distribution declared
$
30,251

(1) 
$
28,379

$
30,224

 
 
 
 
 
Distribution coverage ratio
1.2x

 
1.2x

1.1x

 
 
 
 
 
(1) The distribution declared April 22, 2016 represents $0.66 per unit, or $2.64 per unit on an annualized basis.





Exhibit 99.1

2016 Adjusted EBITDA Guidance Reconciliation
 
 
 
(millions, unaudited)
 
 
Mid-point
Net income
$
48.5

Add: Interest expense
51.0

Add: Depreciation and amortization
49.0

EBITDA
$
148.5

Non-Cash and Other Adjustments
26.5

Adjusted EBITDA
$
175.0

 
 
Less:
 
Cash interest expense
48.0

Maintenance capital expenditures
10.0

Add:
 
General Partner support
4.0

Distributable cash flow
$
121.0

 
 
Expected cash distributions declared
$
121.0

 
 
Coverage
1.0
x
 
 
Non-Cash and Other Adjustments
 
Earnings from equity method investments
$
(77.0
)
Cash distributions from equity method investments
102.0

Non-cash equity compensation
1.5

Non-Cash and Other Adjustments
$
26.5