Rose Rock Midstream®, L.P. (NYSE:RRMS) today announced its second
quarter 2016 financial results.
Rose Rock Midstream reported second quarter 2016 net income of
$9.9 million, compared with $17.1 million in second quarter 2015
and $26.5 million in first quarter 2016. Rose Rock Midstream's
second quarter 2016 adjusted earnings before interest, taxes,
depreciation and amortization (Adjusted EBITDA) was $44.9 million,
flat compared to $44.7 million in second quarter 2015 and down
about 8% from $49.0 million in first quarter 2016.
Rose Rock Midstream's second quarter 2016 Adjusted gross margin,
which excludes equity earnings in White Cliffs Pipeline and Glass
Mountain Pipeline, was $44.9 million, compared with $48.8 million
in second quarter 2015 and $48.0 million in first quarter
2016. Second quarter 2016 operating income was $22.4 million,
compared with $27.3 million in second quarter 2015 and $38.9
million in first quarter 2016. Adjusted gross margin and Adjusted
EBITDA, which are non-GAAP measures, are reconciled to their most
directly comparable GAAP measures below.
"Rose Rock’s performance in the second quarter was consistent
with expectations in this lower for longer price environment," said
Carlin Conner, chief executive officer of Rose Rock Midstream’s
general partner. "As we progress toward completion of our merger
with SemGroup, we can look forward to enhanced growth prospects as
a combined, more diversified company."
Rose Rock Midstream's second quarter 2016 distributable cash
flow was $27.5 million. On July 21, 2016, Rose Rock Midstream
announced a quarterly cash distribution of $0.66 per unit, an
increase of more than 1.5% from the second quarter 2015
distribution. The distribution will be paid on August 12, 2016 to
all unitholders of record on August 2, 2016. Distributable cash
flow, which is a non-GAAP measure, is reconciled to its most
directly comparable GAAP measure below.
Recent DevelopmentsOn May 31, 2016, Rose Rock
Midstream announced an agreement under which SemGroup will acquire
all of the outstanding common units of Rose Rock Midstream not
already owned by SemGroup in an all units-for-stock transaction.
Through this transaction, Rose Rock Midstream unitholders will
receive a 7.4% and 19.2% implied premium to its volume-weighted
average prices during the 10-trading days and 20-trading days
ending May 27, 2016. This transaction is expected to close later
this year, at which time Rose Rock Midstream will cease to operate
as an individual publicly traded company.
2016 GuidanceRose 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 until
the closing of the previously mentioned merger transaction with
SemGroup.
Earnings Conference CallRose Rock Midstream
will host a joint conference call with SemGroup® Corporation
(NYSE:SEMG) for investors tomorrow, August 5, 2016, at 11 a.m. ET.
The call can be accessed live over the telephone by dialing
1.866.652.5200, or for international callers, 1.412.317.6060.
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 2016 earnings slide deck will be posted under
Presentations.
About Rose Rock MidstreamRose 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 MeasuresRose 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 StatementsCertain 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, the closing and expected
timing of the proposed transaction pursuant to which SemGroup
Corporation (“SemGroup”) will acquire all of our outstanding common
units not already owned by SemGroup; insufficient cash from
operations following the establishment of cash reserves and payment
of fees and expenses to pay current, 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.
WHERE YOU CAN FIND ADDITIONAL INFORMATIONIn
connection with the proposed merger of SemGroup and Rose Rock,
SemGroup filed a registration statement on Form S-4 with the
Securities and Exchange Commission (the "Commission") that includes
a joint solicitation statement/prospectus and other relevant
documents concerning the proposed transaction. YOU ARE URGED TO
READ THE JOINT SOLICITATION STATEMENT/PROSPECTUS AND THE OTHER
RELEVANT DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT SemGroup, Rose Rock AND THE PROPOSED
TRANSACTION. The joint solicitation statement/prospectus and the
other documents filed with the Commission may be obtained free of
charge at the Commission’s website, www.sec.gov. In addition, you
may obtain free copies of the joint solicitation
statement/prospectus and the other documents filed by SemGroup and
Rose Rock with the Commission by requesting them in writing from
SemGroup Corporation, Two Warren Place, 6120 S. Yale Avenue, Suite
700, Tulsa, Oklahoma 74136-4216, Attention: Investor Relations, or
by telephone at (918) 524-8100, or from Rose Rock Midstream, L.P.,
Two Warren Place, 6120 S. Yale Avenue, Suite 700, Tulsa, Oklahoma
74136-4216, Attention: Investor Relations, or by telephone at (918)
524-7700.
SemGroup and Rose Rock and their respective directors and
executive officers may be deemed under the rules of the Commission
to be participants (as defined in Schedule 14A under the Exchange
Act) in respect of the proposed transaction. Information about
SemGroup’s directors and executive officers and their ownership of
SemGroup common stock is set forth in SemGroup’s proxy statement on
Schedule 14A filed on April 13, 2016 with the Commission.
Information about the directors and executive officers and their
ownership of RRMS common units representing limited partnership
interests is set forth in Rose Rock’s Annual Report on Form 10-K
for the year ended December 31, 2015 filed on February 26, 2016
with the Commission. Information regarding the identity of
the potential participants, and their direct or indirect interests
in the proposed transaction, by security holdings or otherwise, is
contained in the joint solicitation statement/prospectus and other
materials filed by SemGroup with the Commission, as amended from
time to time. Stockholders may obtain additional information about
the interests of the directors and executive officers in the
proposed transaction by reading the joint solicitation
statement/prospectus.
|
|
|
|
Condensed
Consolidated Balance Sheets |
|
|
|
(in thousands,
unaudited) |
|
|
|
|
|
|
|
|
June 30, |
December 31, |
|
|
2016 |
2015 |
|
ASSETS |
|
|
|
Current assets |
$ |
421,534 |
|
$ |
319,614 |
|
|
Property, plant and
equipment, net |
443,327 |
|
441,596 |
|
|
Equity method
investments |
427,961 |
|
438,291 |
|
|
Other noncurrent
assets, net |
44,606 |
|
46,089 |
|
|
Total assets |
$ |
1,337,428 |
|
$ |
1,245,590 |
|
|
|
|
|
|
LIABILITIES AND
PARTNERS' CAPITAL |
|
|
|
Current
liabilities |
$ |
356,248 |
|
$ |
283,029 |
|
|
Long-term debt |
774,488 |
|
732,356 |
|
|
Total liabilities |
1,130,736 |
|
1,015,385 |
|
|
|
|
|
|
Partners' capital |
206,692 |
|
230,205 |
|
|
Total liabilities and
partners' capital |
$ |
1,337,428 |
|
$ |
1,245,590 |
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Income |
|
|
|
(in thousands, except
per unit data, unaudited) |
|
|
|
|
|
|
|
|
Three Months Ended |
Six Months Ended |
|
June 30, |
March 31, |
June 30, |
|
2016 |
2015 |
2016 |
2016 |
2015 |
Revenues, including
revenues from affiliates: |
|
|
|
|
|
Product |
$ |
143,201 |
|
$ |
193,525 |
|
$ |
176,622 |
|
$ |
319,823 |
|
$ |
300,092 |
|
Service |
25,943 |
|
29,778 |
|
27,329 |
|
53,272 |
|
57,904 |
|
Total revenues |
169,144 |
|
223,303 |
|
203,951 |
|
373,095 |
|
357,996 |
|
Expenses, including
expenses from affiliates: |
|
|
|
|
|
Costs of products sold, exclusive
of depreciation and amortization |
128,763 |
|
173,133 |
|
151,391 |
|
280,154 |
|
269,370 |
|
Operating |
19,726 |
|
23,678 |
|
21,407 |
|
41,133 |
|
44,477 |
|
General and administrative |
5,428 |
|
6,329 |
|
4,900 |
|
10,328 |
|
11,949 |
|
Depreciation and amortization |
8,235 |
|
10,608 |
|
7,893 |
|
16,128 |
|
20,751 |
|
Loss (gain) on disposal or
impairment, net |
1,714 |
|
(22 |
) |
294 |
|
2,008 |
|
130 |
|
Total expenses |
163,866 |
|
213,726 |
|
185,885 |
|
349,751 |
|
346,677 |
|
Earnings from equity
method investments |
17,078 |
|
17,683 |
|
20,839 |
|
37,917 |
|
38,547 |
|
Operating income |
22,356 |
|
27,260 |
|
38,905 |
|
61,261 |
|
49,866 |
|
Other expenses: |
|
|
|
|
|
Interest expense |
12,434 |
|
10,197 |
|
12,437 |
|
24,871 |
|
18,203 |
|
Other income, net |
— |
|
(5 |
) |
— |
|
— |
|
(5 |
) |
Total other expenses, net |
12,434 |
|
10,192 |
|
12,437 |
|
24,871 |
|
18,198 |
|
Net income |
$ |
9,922 |
|
$ |
17,068 |
|
$ |
26,468 |
|
$ |
36,390 |
|
$ |
31,668 |
|
Net income allocated to general
partner |
$ |
5,537 |
|
$ |
5,323 |
|
$ |
5,868 |
|
$ |
11,405 |
|
$ |
10,065 |
|
Net income allocated to common
unitholders |
$ |
4,385 |
|
$ |
11,745 |
|
$ |
20,600 |
|
$ |
24,985 |
|
$ |
21,603 |
|
Net income per
limited partner unit: |
|
|
|
|
|
Common unit (basic) |
$ |
0.12 |
|
$ |
0.32 |
|
$ |
0.56 |
|
$ |
0.68 |
|
$ |
0.60 |
|
Common unit (diluted) |
$ |
0.12 |
|
$ |
0.32 |
|
$ |
0.56 |
|
$ |
0.68 |
|
$ |
0.60 |
|
Basic weighted
average number of limited partner units outstanding: |
|
|
|
|
|
Common units |
36,838 |
|
36,790 |
|
36,809 |
|
36,823 |
|
35,803 |
|
Diluted
weighted average number of limited partner units
outstanding: |
|
|
|
|
|
Common units |
36,915 |
|
36,839 |
|
36,835 |
|
36,873 |
|
35,849 |
|
|
|
|
|
|
|
Non-GAAP
Reconciliations |
|
|
|
|
|
|
|
|
|
|
|
(in thousands,
unaudited) |
Three Months Ended |
Six Months Ended |
|
June 30, |
March 31, |
June 30, |
|
2016 |
2015 |
2016 |
2016 |
2015 |
Reconciliation
of operating income to Adjusted gross margin: |
|
|
|
|
|
Operating income |
$ |
22,356 |
|
$ |
27,260 |
|
$ |
38,905 |
|
$ |
61,261 |
|
$ |
49,866 |
|
Add: |
|
|
|
|
|
Operating expense |
19,726 |
|
23,678 |
|
21,407 |
|
41,133 |
|
44,477 |
|
General and administrative
expense |
5,428 |
|
6,329 |
|
4,900 |
|
10,328 |
|
11,949 |
|
Depreciation and amortization
expense |
8,235 |
|
10,608 |
|
7,893 |
|
16,128 |
|
20,751 |
|
Loss on disposal or impairment,
net |
1,714 |
|
(22 |
) |
294 |
|
2,008 |
|
130 |
|
Less: |
|
|
|
|
|
Earnings from equity method
investments |
17,078 |
|
17,683 |
|
20,839 |
|
37,917 |
|
38,547 |
|
Non-cash unrealized gain (loss) on
derivatives, net |
(4,477 |
) |
1,415 |
|
4,548 |
|
71 |
|
(1,116 |
) |
Adjusted gross
margin |
$ |
44,858 |
|
$ |
48,755 |
|
$ |
48,012 |
|
$ |
92,870 |
|
$ |
89,742 |
|
|
|
|
|
|
|
Reconciliation
of net income to Adjusted EBITDA: |
|
|
|
|
|
Net income |
$ |
9,922 |
|
$ |
17,068 |
|
$ |
26,468 |
|
$ |
36,390 |
|
$ |
31,668 |
|
Add: |
|
|
|
|
|
Interest expense |
12,434 |
|
10,197 |
|
12,437 |
|
24,871 |
|
18,203 |
|
Depreciation and amortization
expense |
8,235 |
|
10,608 |
|
7,893 |
|
16,128 |
|
20,751 |
|
Cash distributions from equity
method investments |
24,782 |
|
25,560 |
|
26,913 |
|
51,695 |
|
51,625 |
|
Inventory valuation adjustment |
— |
|
48 |
|
— |
|
— |
|
1,235 |
|
Provision for doubtful accounts
receivable |
— |
|
— |
|
38 |
|
38 |
|
— |
|
Non-cash equity compensation |
366 |
|
357 |
|
365 |
|
731 |
|
655 |
|
Loss (gain) on disposal or
impairment, net |
1,714 |
|
(22 |
) |
294 |
|
2,008 |
|
130 |
|
Less: |
|
|
|
|
|
Earnings from equity method
investments |
17,078 |
|
17,683 |
|
20,839 |
|
37,917 |
|
38,547 |
|
Impact from derivative
instruments: |
|
|
|
|
|
Total gain (loss) on derivatives,
net |
(7,127 |
) |
(2,202 |
) |
3,354 |
|
(3,773 |
) |
(2,846 |
) |
Total realized loss (cash flow) on
derivatives, net |
2,650 |
|
3,617 |
|
1,194 |
|
3,844 |
|
1,730 |
|
Non-cash unrealized gain (loss) on
derivatives, net |
(4,477 |
) |
1,415 |
|
4,548 |
|
71 |
|
(1,116 |
) |
Adjusted EBITDA |
$ |
44,852 |
|
$ |
44,718 |
|
$ |
49,021 |
|
$ |
93,873 |
|
$ |
86,836 |
|
|
|
|
|
|
|
Reconciliation
of net cash provided by operating activities to Adjusted
EBITDA: |
|
|
|
|
|
Net cash provided by
operating activities |
$ |
14,080 |
|
$ |
26,941 |
|
$ |
14,530 |
|
$ |
28,610 |
|
$ |
19,871 |
|
Less: |
|
|
|
|
|
Changes in operating assets and
liabilities, net |
(11,462 |
) |
(386 |
) |
(16,811 |
) |
(28,273 |
) |
(36,894 |
) |
Add: |
|
|
|
|
|
Interest expense, excluding
amortization of debt issuance costs |
11,606 |
|
9,515 |
|
11,606 |
|
23,212 |
|
16,994 |
|
Distributions from equity method
investments in excess of equity in earnings |
7,704 |
|
7,876 |
|
6,074 |
|
13,778 |
|
13,077 |
|
Adjusted EBITDA |
$ |
44,852 |
|
$ |
44,718 |
|
$ |
49,021 |
|
$ |
93,873 |
|
$ |
86,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Reconciliations (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands,
unaudited) |
Three Months Ended |
Six Months Ended |
|
June 30, |
March 31, |
June 30, |
|
2016 |
|
2015 |
2016 |
2016 |
2015 |
Reconciliation
of net income to distributable cash flow: |
|
|
|
|
|
|
Net income |
$ |
9,922 |
|
|
$ |
17,068 |
|
$ |
26,468 |
|
$ |
36,390 |
|
$ |
31,668 |
|
Add: |
|
|
|
|
|
|
Interest expense |
12,434 |
|
|
10,197 |
|
12,437 |
|
24,871 |
|
18,203 |
|
Depreciation and amortization
expense |
8,235 |
|
|
10,608 |
|
7,893 |
|
16,128 |
|
20,751 |
|
EBITDA |
30,591 |
|
|
37,873 |
|
46,798 |
|
77,389 |
|
70,622 |
|
Add: |
|
|
|
|
|
|
Loss (gain) on disposal or
impairment, net |
1,714 |
|
|
(22 |
) |
294 |
|
2,008 |
|
130 |
|
Cash distributions from equity
method investments |
24,782 |
|
|
25,560 |
|
26,913 |
|
51,695 |
|
51,625 |
|
Inventory valuation adjustment |
— |
|
|
48 |
|
— |
|
— |
|
1,235 |
|
Provision for doubtful accounts
receivable |
— |
|
|
— |
|
38 |
|
38 |
|
— |
|
Non-cash equity compensation |
366 |
|
|
357 |
|
365 |
731 |
|
655 |
|
Less: |
|
|
|
|
|
|
Earnings from equity method
investments |
17,078 |
|
|
17,683 |
|
20,839 |
|
37,917 |
|
38,547 |
|
Non-cash unrealized gain (loss) on
derivatives, net |
(4,477 |
) |
|
1,415 |
|
4,548 |
|
71 |
|
(1,116 |
) |
Adjusted EBITDA |
$ |
44,852 |
|
|
$ |
44,718 |
|
$ |
49,021 |
|
$ |
93,873 |
|
$ |
86,836 |
|
Less: |
|
|
|
|
|
|
Cash interest expense |
11,582 |
|
|
9,764 |
|
11,587 |
|
23,169 |
|
17,218 |
|
Maintenance capital
expenditures |
5,793 |
|
|
4,855 |
|
2,148 |
|
7,941 |
|
5,782 |
|
Distributable cash
flow |
$ |
27,477 |
|
|
$ |
30,099 |
|
$ |
35,286 |
|
$ |
62,763 |
|
$ |
63,836 |
|
|
|
|
|
|
|
|
Distribution
declared |
$ |
30,257 |
|
|
(1 |
) |
$ |
29,483 |
|
$ |
30,251 |
|
$ |
60,508 |
|
$ |
57,862 |
|
|
|
|
|
|
|
|
Distribution coverage
ratio |
0.9x |
|
1.0x |
1.2x |
1.0x |
1.1x |
|
|
|
|
|
|
|
(1) The
distribution declared July 21, 2016 represents $0.66 per unit, or
$2.64 per unit on an annualized basis. |
|
|
2016 Adjusted
EBITDA Guidance Reconciliation(1) |
|
|
|
(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 |
|
|
|
(1)
Guidance does not reflect any pro forma impacts for the proposed
merger |
Contacts:
Investor Relations:
Alisa Perkins
918-524-8081
roserockir@rrmidstream.com
Media:
Kiley Roberson
918-524-8594
kroberson@rrmidstream.com
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