1) The document discusses SemGroup and Rose Rock Midstream's first quarter 2015 results. SemGroup reported adjusted EBITDA of $70.0 million compared to $83.2 million in the previous quarter, driven by lower marketing margins returning to normalized levels.
2) Rose Rock Midstream reported adjusted EBITDA of $42.1 million compared to $45.1 million in the previous quarter, also driven by lower marketing margins returning to normalized levels.
3) Both companies provided capital expenditure guidance for 2015 focused primarily on organic growth projects, with SemGroup's total at $775 million and Rose Rock Midstream's at $190 million.
2. Forward-looking Information
Certain matters contained in this presentation include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We make these forward-looking statements in reliance on the safe harbor
protections provided under the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical fact, included in this presentation including the prospects of our industry, our anticipated financial
performance, our anticipated annual dividend growth rate, management's plans and objectives for future operations, planned capital expenditures, 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, our ability to
generate sufficient cash flow from operations to enable us to pay our debt obligations or to fund our other liquidity needs; our ability to comply with the
covenants contained in the instruments governing our indebtedness and to maintain certain financial ratios required by our credit facilities; the effect of our debt
level on our future financial and operating flexibility, including our ability to obtain additional capital; the ability of our subsidiary, Rose Rock Midstream L.P.
(NYSE: RRMS), to make minimum quarterly distributions; the operations of NGL Energy Partners LP (NYSE: NGL), which we do not control; any sustained
reduction in demand for the petroleum products we gather, transport, process and store; our ability to obtain new sources of supply of petroleum products; our
failure to comply with new or existing environmental laws or regulations or cross border laws or regulations; the possibility that the construction or acquisition of
new assets may not result in the corresponding anticipated revenue increases; changes in currency exchange rates; cyber attacks involving our information
systems and related infrastructure; the risks and uncertainties of doing business outside of the U.S., including political and economic instability and changes in
local governmental laws, regulations and policies; and the possibility that our hedging activities may result in losses or may have a negative impact on our
financial results; 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 presentation 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.
SemGroup and Rose Rock Midstream use their 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 websites at ir.semgroupcorp.com and ir.rrmidstream.com.
Both companies are present on Twitter and LinkedIn, follow us at the links below:
SemGroup Twitter and LinkedIn Rose Rock Midstream Twitter and LinkedIn
2
3. Non-GAAP Financial Measures
SemGroup
Adjusted EBITDA is presented in this presentation for certain periods. Adjusted EBITDA is not a U.S. generally accepted accounting principles (“GAAP”)
measure and is not intended to be used in lieu of a GAAP presentation of net income (loss). Adjusted EBITDA is presented in this presentation because
SemGroup believes it provides additional information with respect to its performance. Adjusted EBITDA represents earnings before interest, taxes, depreciation
and amortization, adjusted for selected items that SemGroup believes impact the comparability of financial results between reporting periods. Although
SemGroup presents selected items that it considers in evaluating its performance, you should also be aware that the items presented do not represent all items
that affect comparability between the periods presented. Variations in SemGroup’s operating results are also caused by changes in volumes, prices, exchange
rates, mechanical interruptions and numerous other factors. These types of variances are not separately identified in this presentation. Because all companies
do not use identical calculations, SemGroup’s presentation of Adjusted EBITDA may be different from similarly titled measures of other companies, thereby
diminishing its utility. Reconciliations of net income (loss) to Adjusted EBITDA for the periods presented are included in the appendix of this presentation.
Rose Rock Midstream
This presentation includes 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 appendix of this presentation provides reconciliations of
these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with 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.
3
4. Adjusted EBITDA(1)
1Q 2015 4Q 2014 2015 Guidance
SemGroup(2) $70.0 million $83.2 million $320 - $360 million
Rose Rock Midstream(3) $42.1 million $45.1 million $180 - $200 million
First Quarter 2015 Results
(1) Non-GAAP Financial Data Reconciliations are included in the Appendix to this presentation
(2) SemGroup includes fully consolidated Rose Rock Midstream
(3) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline
(4) CAGR is based on the midpoint of 2015 Adjusted EBITDA Guidance
4
$400
$300
$200
$100
2011 2012 2013 2014 2015E
SEMG Adjusted EBITDA(1)
(in millions)
31% CAGR
(4)
$116
$135
$189
$320-$360
$287
$200
$150
$100
$50
$0
2011 2012 2013 2014 2015E
RRMS Adjusted EBITDA(1)
(in millions)
53% CAGR
(4)
$35
$40
$69
$180-$200
$128
5. Maurepas Pipeline Overview
Project
¬ Construct, own and operate three pipelines for Motiva
Enterprises, LLC in St. James, LA connecting Motiva's refineries
– 24-inch, 34 mile crude oil pipeline connected to LOCAP, crossing
the Mississippi River and terminating at Motiva's Norco refinery;
– 12-inch, 35 mile intermediates pipeline between Motiva's Norco
and Convent refineries; and
– 6-inch, 35 mile intermediates pipeline between Motiva's Norco
and Convent refineries; and
¬ This project is supported by long-term transportation agreements
with Motiva and is expected to be operational in the fourth
quarter of 2016
¬ The pipeline project is a significant part of an overall refinery
optimization project
Strategic Rationale
¬ First step in establishing a SemGroup presence in US Gulf
Coast crude markets
¬ Platform for future participation in the build-out of infrastructure
in the Gulf Coast
¬ Provides a more balanced risk profile through geographic
diversity, new customer base and potential for product expansion
¬ Accomplishes strategic goal of becoming more refinery facing
¬ Furthers SemGroup’s drop down inventory to Rose Rock
5
6. SemGroup Corporation 2015 Capital Expenditure Guidance
2015 Capital Expenditures – $775 million(1)
6
¬ More than 90% of capital expenditures
are focused on growth capital
¬ Targeting 5-8x EBITDA multiples on
organic growth projects in key asset
plays
¬ Maintenance, regulatory capital focused
on pipeline integrity and SemLogistics
tank refurbishments
n Natural Gas
n Crude
n Other Growth Projects
n Maintenance and Regulatory
$450
34%
58%
1%
7%
$265
$5
$55
(1) Includes Rose Rock Midstream and approximately $70 million carry-over from 2014 related to timing of spend
Excludes drop down transactions and potential future acquisitions
__
7. SemGroup Corporation 2015 Capital Expenditure Guidance
7
(1) Investment in affiliate; reflects our proportional capex
(in millions)
Total
CapexSegment Description
Estimated
Completion
Date 2015 Capex 2016 Capex
Crude-SEMG Maurepas Pipeline 4Q 2016 260 220 500
Crude-RRMS White Cliffs Pipeline capacity expansion(1)
3Q 2015 35 5 40
Crude-RRMS Isabel Pipeline 1Q 2016 30 5 35
Crude-RRMS Platteville truck unloading expansion varies 30 — 30
Crude-RRMS Wattenberg Oil Trunkline extension 1Q 2015 30 — 30
SemGas Northern Oklahoma gas gathering & processing expansion varies 125 100 225
SemCAMS Wapiti Pipeline Expansion varies 40 10 50
SemCAMS K3 Plant projects varies 25 10 35
SemCAMS KA Plant projects varies 45 20 65
Other/undesignated growth projects varies 100 145
Maintenance, refurbishment & regulatory 55 35
Total $775 $500-$600
More than $1 Billion of Growth Capital in 2015-2016
8. SemGroup First Quarter 2015 Results
(1) Non-GAAP Financial Data Reconciliations are included in the Appendix to this presentation
(2) Crude segment includes fully consolidated Rose Rock Midstream
Key Highlights (1Q 2015 vs 4Q 2014)
¬ Crude decreased $9.2 million
– Primarily related to a reduction in marketing margins, as marketing margins returned to a more normalized position following
an extraordinary fourth quarter, partially offset by increased cash distributions from equity investments
¬ SemGas decreased $3.1 million
– Higher volumes were offset by lower commodity price realizations
¬ SemLogistics increased $2.0 million
– Increase due to higher storage demand
¬ SemCAMS decreased $1.0 million
– Decrease related to lower capital fees and timing of operating expense recoveries
Segment Adjusted EBITDA(1) (in millions, unaudited) 1Q 2015 4Q 2014
Crude(2) $ 41.6 $ 50.8
SemGas 15.1 18.2
SemCAMS 8.4 9.4
SemLogistics 1.0 (1.0)
SemMaterials Mexico 5.3 4.2
SemStream 5.0 5.9
Corporate and Other (6.4) (4.3)
Total Adjusted EBITDA $ 70.0 $ 83.2
8
9. SemGroup Capitalization & Liquidity
9
Conservative leverage ratio
provides financial flexibility
Target consolidated Net
Debt / Adjusted EBITDA
target of 3.5x or better
Available liquidity to fund
future growth opportunities
(in millions, unaudited) March 31, 2015 December 31, 2014
Total Consolidated Debt $ 1,027 $ 767
Owner's Equity 1,262 1,219
Total Book Capitalization $ 2,289 $ 1,986
Consolidated Credit Metrics
Net Debt $ 711 $ 726
Total Debt/Capitalization 45% 39%
Net Debt/Adjusted EBITDA LTM 2.5x 2.5x
Committed Liquidity
Cash and Cash Equivalents $ 316 $ 41
Revolver Availability(1)
SemGroup 430 461
Rose Rock Midstream 307 536
Total Liquidity $ 1,053 $ 1,038
(1) Availability reduced by outstanding letters of credit
10. Rose Rock Midstream First Quarter 2015 Results
Key Highlights (1Q 2015 vs 4Q 2014)
Adjusted EBITDA decreased $3.0 million
¬ Primarily related to a reduction in marketing margins, as marketing margins returned to a more
normalized position following an extraordinary fourth quarter, partially offset by increased cash
distributions from equity investments
As Reported (in millions, unaudited) 1Q 2015 4Q 2014
Adjusted EBITDA(1)(2) $ 42.1 $ 45.1
(1) Non-GAAP Financial Data Reconciliations are included in the Appendix to this presentation
(2) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline
10
11. Rose Rock Midstream 2015 Capital Expenditure Guidance
2015 Capital Expenditures – $190 million(1)
11
(1) Excludes any drop downs from SemGroup or other potential acquisitions
(2) Investment in affiliate; reflects our proportional capex
(in millions) Estimated
Completion
Date
Total
CapexDescription 2015 Capex 2016 Capex
White Cliffs Pipeline capacity expansion(2)
3Q 2015 35 5 40
Isabel Pipeline 1Q 2016 30 5 35
Platteville truck unloading expansion varies 30 — 30
Wattenberg Oil Trunkline extension 1Q 2015 30 — 30
Other/undesignated growth projects 50 —
Maintenance 15 20
Total $190
n Growth
n Maintenance
92%
$15
8%
$175
12. Rose Rock Midstream Capitalization & Liquidity
12
Available balance sheet
capacity to fund acquisitions
and drop down transactions
Net Debt / Adjusted EBITDA
target of 4.0x or better
(in millions, unaudited) March 31, 2015 December 31, 2014(1)
Total Debt $ 661 $ 432
Total Equity 282 308
Total Book Capitalization $ 943 $ 740
Credit Metrics
Net Debt $ 648 $ 428
Total Debt/Capitalization 70% 58%
Net Debt/Adjusted EBITDA LTM(2) 4.2x 3.1x
Committed Liquidity
Cash and Cash Equivalents $ 13 $ 4
Revolver Availability(3) 307 536
Total Liquidity $ 320 $ 540
(1) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline
(2) March 31, 2015 includes EBITDA related to the dropdown of 50% interest in Glass Mountain Pipeline and both March 31, 2015
and December 31, 2014 include EBITDA related to the dropdown of the final one-third interest in SemCrude Pipeline
(3) Availability reduced by outstanding letters of credit
13. Growing today with a focus for tomorrow
Safety
13
Crude Storage
Oklahoma
Disciplined
Investment
Execution
Increase Equity
Holders Return
SemGas Rose Valley Plant
Oklahoma
SemCAMS K3 Plants
Canada
18. SemGroup Corporation Dividend Growth(1)
Target 30-40% Annual Dividend Growth through 2017
18
¬ Current dividend policy is to pass
through the after-tax cash
distributions received from our MLP
investments
Increased first quarter 2015 dividend
by approximately 12% over prior
quarter
2013 2014 2015
2015 Target Dividend Growth 50-60% year-over-year
(1) Assumes no further drop downs or acquisitions
¬
$0.5500
$0.4500
$0.3500
$0.2500
$0.1500
4Q 1Q 2Q 3Q 4Q 1Q 4QE
$0.2200
$0.2400
$0.2700
$0.3000
$0.3400
$0.3800
19. $0.7500
$0.6500
$0.5500
$0.4500
$0.3500
$0.2500
4Q 4Q 4Q 1Q 2Q 3Q 4Q 1Q 4QE
$0.3625
$0.4025
$0.4650
$0.4950
$0.5350
$0.5750
$0.6200
$0.6350
2015 Target Annual Coverage Ratio 1.1x-1.2x
2015 Target Distribution Growth 15-20% year-over-year
2011 2012 2013 2014 2015
Rose Rock Midstream Distribution Growth(1)
Target 15-20% Annual Distribution Growth through 2017
19
(1) Assumes no further drop downs or acquisitions
20% CAGR
20. SemGroup Consolidated Balance Sheets
20
(in thousands, unaudited, condensed) March 31,
2015
December 31,
2014
ASSETS
Current assets $ 710,970 $ 479,280
Property, plant and equipment, net 1,303,781 1,256,825
Goodwill and other intangible assets 228,521 231,391
Equity method investments 561,463 577,920
Other noncurrent assets, net 56,805 44,386
Total assets $ 2,861,540 $ 2,589,802
LIABILITIES AND OWNERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 47 $ 40
Other current liabilities 349,341 391,622
Total current liabilities 349,388 391,662
Long-term debt, excluding current portion 1,027,072 767,092
Other noncurrent liabilities 223,138 211,611
Total liabilities 1,599,598 1,370,365
Total owners' equity 1,261,942 1,219,437
Total liabilities and owners' equity $ 2,861,540 $ 2,589,802
21. SemGroup Consolidated Statements of Operations and Comprehensive Income
21
(in thousands, except per share amounts, unaudited) Three Months Ended
March 31, December 31,
2015 2014 2014
Revenues $ 298,310 $ 498,883 $ 547,237
Expenses:
Costs of products sold, exclusive of depreciation
and amortization shown below 192,072 385,113 411,655
Operating 53,090 50,778 67,034
General and administrative 32,310 18,736 23,963
Depreciation and amortization 23,734 23,637 27,498
Loss (gain) on disposal or impairment of long-lived assets, net 1,058 (58) 11,959
Total expenses 302,264 478,206 542,109
Earnings from equity method investments 20,559 14,962 15,827
Gain on issuance of common units by equity method investee — 8,127 2,121
Operating income 16,605 43,766 23,076
Other expenses (income), net 6,087 7,497 (2,196)
Income from continuing operations before income taxes 10,518 36,269 25,272
Income tax expense 4,742 16,526 12,569
Income from continuing operations 5,776 19,743 12,703
Income (loss) from discontinued operations, net of income taxes — (5) 4
Net income 5,776 19,738 12,707
Less: net income attributable to noncontrolling interests 4,310 6,150 4,633
Net income attributable to SemGroup Corporation $ 1,466 $ 13,588 $ 8,074
Net income attributable to SemGroup Corporation $ 1,466 $ 13,588 $ 8,074
Other comprehensive loss, net of income taxes (9,060) (2,972) (17,669)
Comprehensive income (loss) attributable to SemGroup Corporation $ (7,594) $ 10,616 $ (9,595)
Net income per common share
Basic $ 0.03 $ 0.32 $ 0.19
Diluted $ 0.03 $ 0.29 $ 0.18
Weighted average shares (thousands):
Basic 43,717 42,631 43,492
Diluted 43,940 43,761 43,807
22. SemGroup Non-GAAP Adjusted EBITDA Calculation
22
(in thousands, unaudited) Three Months Ended
March 31, December 31,
Reconciliation of net income to Adjusted EBITDA: 2015 2014 2014
Net income $ 5,776 $ 19,738 $ 12,707
Add: Interest expense 14,591 9,227 14,650
Add: Income tax expense 4,742 16,526 12,569
Add: Deprecation and amortization expense 23,734 23,637 27,498
EBITDA 48,843 69,128 67,424
Selected Non-Cash Items and
Other Items Impacting Comparability 21,139 (1,846) 15,783
Adjusted EBITDA $ 69,982 $ 67,282 $ 83,207
Selected Non-Cash Items and
Other Items Impacting Comparability
Loss (gain) on disposal or impairment of long-lived assets, net $ 1,058 $ (58) $ 11,959
Loss (income) from discontinued operations, net of income taxes — 5 (4)
Foreign currency transaction (gain) loss (519) (683) 302
Remove NGL equity earnings including gain on issuance of common units 305 (11,718) (387)
Remove gain on sale of NGL units (7,894) — (7,463)
NGL cash distribution 5,015 5,341 5,942
M&A transaction related costs 10,000 — —
Inventory valuation adjustments including equity method investees 1,187 — 7,781
Employee severance expense — 9 101
Unrealized loss (gain) on derivative activities 2,645 606 (1,078)
Change in fair value of warrants — (980) (10,076)
Depreciation and amortization included within
equity earnings 6,376 3,450 6,404
Bankruptcy related expenses 189 216 317
Charitable contributions — — 81
Recovery of receivables written off at emergence — (364) —
Non-cash equity compensation 2,777 2,330 1,904
Selected Non-Cash items and
Other Items Impacting Comparability $ 21,139 $ (1,846) $ 15,783
23. SemGroup 2015 Adjusted EBITDA Guidance
23
(1) Guidance is on a cash basis for equity investments in NGL, includes fully consolidated Rose Rock Midstream
(in millions, unaudited) 2015 Guidance(1)
Mid-point
Net income $ 121.5
Add: Interest expense 64.0
Add: Income tax expense 8.0
Add: Depreciation and amortization 109.0
EBITDA $ 302.5
Selected Non-Cash and Other Items Impacting Comparability 37.5
Adjusted EBITDA $ 340.0
Selected Non-Cash and Other Items Impacting Comparability
Depreciation and amortization included within equity earnings 25.0
Non-cash equity compensation 12.5
Selected Non-Cash and Other Items Impacting Comparability $ 37.5
24. Crude Segment Adjusted EBITDA Calculation
24
(1) Crude segment includes fully consolidated Rose Rock Midstream
(in thousands, unaudited) Three Months Ended
March 31, December 31,
2015 2014 2014
Net income(1) $ 9,662 $ 14,156 $ 13,313
Add: Interest expense 10,646 4,663 10,684
Add: Deprecation and amortization expense 10,143 11,482 12,882
EBITDA 30,451 30,301 36,879
Selected Non-Cash Items and
Other Items Impacting Comparability 11,150 4,811 13,919
Adjusted EBITDA $ 41,601 $ 35,112 $ 50,798
Selected Non-Cash Items and Other Items Impacting Comparability
Loss (gain) on disposal of long-lived assets, net $ 152 $ (34) $ 89
Employee severance expense — 9 —
Unrealized loss (gain) on derivative activities 2,645 606 (1,078)
Depreciation and amortization included within
equity earnings 6,376 3,450 6,404
Inventory valuation adjustments including equity method investees 1,187 — 7,781
Non-cash equity compensation 790 780 723
Selected Non-Cash items and
Other Items Impacting Comparability $ 11,150 $ 4,811 $ 13,919
25. SemGas Adjusted EBITDA Calculation
25
(in thousands, unaudited) Three Months Ended
March 31, December 31,
2015 2014 2014
Net income $ 4,891 $ 5,918 $ 8,347
Add: Interest expense 2,851 1,689 2,538
Add: Deprecation and amortization expense 7,138 4,969 7,041
EBITDA 14,880 12,576 17,926
Selected Non-Cash Items and
Other Items Impacting Comparability 200 243 305
Adjusted EBITDA $ 15,080 $ 12,819 $ 18,231
Selected Non-Cash Items and Other Items Impacting Comparability
Loss (gain) on disposal of long-lived assets, net $ (1) $ 4 $ —
Employee severance expense — — 41
Bankruptcy related expenses — 30 60
Non-cash equity compensation 201 209 204
Selected Non-Cash items and
Other Items Impacting Comparability $ 200 $ 243 $ 305
26. SemCAMS Adjusted EBITDA Calculation
26
(in thousands, unaudited) Three Months Ended
March 31, December 31,
2015 2014 2014
Net income $ 1,199 $ 2,482 $ 1,714
Add: Interest expense 3,112 4,190 1,689
Add: Income tax expense 551 2,104 2,262
Add: Deprecation and amortization expense 3,066 2,829 3,274
EBITDA 7,928 11,605 8,939
Selected Non-Cash Items and
Other Items Impacting Comparability 424 53 477
Adjusted EBITDA $ 8,352 $ 11,658 $ 9,416
Selected Non-Cash Items and Other Items Impacting Comparability
Foreign currency transaction (gain) loss $ (44) $ (36) $ 63
Recovery of receivables written off at emergence — (364) —
Employee severance — — 60
Non-cash equity compensation 468 453 354
Selected Non-Cash items and
Other Items Impacting Comparability $ 424 $ 53 $ 477
27. SemLogistics Adjusted EBITDA Calculation
27
(in thousands, unaudited) Three Months Ended
March 31, December 31,
2015 2014 2014
Net loss $ (1,926) $ (1,695) $ (3,973)
Add: Interest expense 465 349 421
Add: Income tax benefit (369) (117) (666)
Add: Deprecation and amortization expense 2,040 2,495 2,412
EBITDA 210 1,032 (1,806)
Selected Non-Cash Items and
Other Items Impacting Comparability 805 38 762
Adjusted EBITDA $ 1,015 $ 1,070 $ (1,044)
Selected Non-Cash Items and Other Items Impacting Comparability
Loss (income) from discontinued operations, net of income taxes $ — $ 4 $ (5)
Loss on disposal of long-lived assets, net — — 5
Foreign currency transaction (gain) loss 651 (96) 601
Non-cash equity compensation 154 130 161
Selected Non-Cash items and
Other Items Impacting Comparability $ 805 $ 38 $ 762
28. SemMaterials México Adjusted EBITDA Calculation
28
(in thousands, unaudited) Three Months Ended
March 31, December 31,
2015 2014 2014
Net income $ 3,011 $ 2,585 $ 1,366
Add: Income tax expense 990 1,002 919
Add: Deprecation and amortization expense 1,053 1,427 1,493
EBITDA 5,054 5,014 3,778
Selected Non-Cash Items and
Other Items Impacting Comparability 219 83 422
Adjusted EBITDA $ 5,273 $ 5,097 $ 4,200
Selected Non-Cash Items and Other Items Impacting Comparability
Gain on disposal of long-lived assets, net $ (19) $ (28) $ (18)
Foreign currency transaction loss 131 10 330
Non-cash equity compensation 107 101 110
Selected Non-Cash items and
Other Items Impacting Comparability $ 219 $ 83 $ 422
29. SemStream Adjusted EBITDA Calculation
29
(in thousands, unaudited) Three Months Ended
March 31, December 31,
2015 2014 2014
Net income $ 8,908 $ 12,869 $ 9,165
Add: Interest expense (1,322) (1,264) (1,307)
EBITDA 7,586 11,605 7,858
Selected Non-Cash Items and
Other Items Impacting Comparability (2,574) (6,364) (1,908)
Adjusted EBITDA $ 5,012 $ 5,241 $ 5,950
Selected Non-Cash Items and Other Items Impacting Comparability
Remove NGL equity earnings including gain on issuance of
common units $ 305 $ (11,718) $ (387)
Remove gain on sale of NGL units (7,894) — (7,463)
NGL cash distribution 5,015 5,341 5,942
Bankruptcy related expenses — — 1
Non-cash equity compensation — 13 (1)
Selected Non-Cash items and
Other Items Impacting Comparability $ (2,574) $ (6,364) $ (1,908)
30. SemGroup Corporate & Other Adjusted EBITDA Calculation
30
(in thousands, unaudited) Three Months Ended
March 31, December 31,
2015 2014 2014
Net loss $ (19,969) $ (16,577) $ (17,222)
Add: Interest expense (1,161) (400) 625
Add: Income tax expense 3,570 13,537 10,054
Add: Depreciation and amortization expense 294 435 396
EBITDA (17,266) (3,005) (6,147)
Selected Non-Cash Items and
Other Items Impacting Comparability 10,915 (710) 1,806
Adjusted EBITDA $ (6,351) $ (3,715) $ (4,341)
Selected Non-Cash Items and Other Items Impacting Comparability
Loss from discontinued operations, net of income taxes $ — $ 1 $ 1
Loss on disposal or impairment of long-lived assets, net 926 — 11,883
Foreign currency transaction gain (1,257) (561) (692)
M&A transaction related costs 10,000 — —
Change in fair value of warrants — (980) (10,076)
Bankruptcy related expenses 189 186 256
Charitable contributions — — 81
Non-cash equity compensation 1,057 644 353
Selected Non-Cash items and
Other Items Impacting Comparability $ 10,915 $ (710) $ 1,806
31. Rose Rock Midstream Consolidated Balance Sheet
31
(in thousands, unaudited, condensed) March 31,
2015
December 31,
2014(1)
ASSETS
Current assets $ 275,265 $ 274,769
Property, plant and equipment, net 405,283 396,066
Equity method investment 425,655 269,635
Other noncurrent assets, net 64,963 65,793
Total assets $ 1,171,166 $ 1,006,263
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities $ 227,607 $ 265,682
Long-term debt 661,072 432,092
Total liabilities 888,679 697,774
Partners’ capital 282,487 308,489
Total liabilities and partners' capital $ 1,171,166 $ 1,006,263
(1) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline
32. Rose Rock Midstream Consolidated Statements of Income
32
(in thousands, except per unit data, unaudited) Three Months Ended
March 31, December 31,
2015 2014(1) 2014(1)
Revenues, including revenues from affiliates
Product $ 106,567 $ 266,290 $ 305,583
Service 28,126 26,224 30,988
Total revenues 134,693 292,514 336,571
Expenses, including expenses from affiliates
Costs of products sold, exclusive of depreciation
and amortization 96,237 254,537 287,434
Operating 20,951 15,215 25,696
General and administrative 5,620 3,747 5,033
Depreciation and amortization 10,143 11,482 12,882
Total expenses 132,951 284,981 331,045
Earnings from equity method investments 20,864 11,080 17,718
Operating income 22,606 18,613 23,244
Other expenses:
Interest expense 8,006 2,387 8,152
Other expenses — — 1
Total other expenses, net 8,006 2,387 8,153
Net income 14,600 16,226 15,091
Less: net income attributable to noncontrolling interests — 3,676 —
Net income attributable to Rose Rock Midstream, L.P. $ 14,600 $ 12,550 $ 15,091
(1) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline
33. (in thousands, except per unit data, unaudited) Three Months Ended
March 31, December 31,
2015 2014(1) 2014(1)
Net income allocated to general partner $ 4,742 $ 805 $ 4,077
Net income allocated to common unitholders $ 9,858 $ 8,114 $ 6,925
Net income allocated to subordinated unitholders $ — $ 3,750 $ 2,826
Net income (loss) allocated to Class A unitholders $ — $ (119) $ 1,263
Net income (loss) per limited partner unit:
Common unit (basic) $ 0.28 $ 0.45 $ 0.34
Common unit (diluted) $ 0.28 $ 0.45 $ 0.34
Subordinated unit (basic and diluted) $ — $ 0.45 $ 0.34
Class A unit (basic and diluted) $ — $ (0.05) $ 0.34
Basic weighted average number of limited partner
units outstanding:
Common units 34,804 18,149 20,576
Subordinated units — 8,390 8,390
Class A units — 2,500 3,750
Diluted weighted average number of limited partner
units outstanding:
Common units 34,847 18,198 20,647
Subordinated units(2) — 8,390 8,390
Class A units(3) — 2,500 3,750
Rose Rock Midstream Consolidated Statements of Income (Continued)
33
(1) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline
(2) The Subordinated Units converted to Common Units on February 17, 2015
(3) The Class A units converted to Common Units on January 1, 2015
34. Rose Rock Midstream Non-GAAP Financial Data Reconciliations
34
(in thousands, unaudited) Three Months Ended
March 31, December 31,
2015 2014(1) 2014(1)
Reconciliation of operating income to Adjusted gross margin:
Operating income $ 22,606 $ 18,613 $ 23,244
Add:
Operating expense 20,951 15,215 25,696
General and administrative expense 5,620 3,747 5,033
Depreciation and amortization expense 10,143 11,482 12,882
Less:
Earnings from equity method investments 20,864 11,080 17,718
Non-cash unrealized gain (loss) on derivatives, net (2,531) (606) 965
Adjusted gross margin $ 40,987 $ 38,583 $ 48,172
Reconciliation of net income to Adjusted EBITDA:
Net income $ 14,600 $ 16,226 $ 15,091
Add:
Interest expense 8,006 2,387 8,152
Depreciation and amortization expense 10,143 11,482 12,882
Cash distributions from equity method investments 26,065 13,585 21,687
Inventory valuation adjustment 1,187 — 5,667
Non-cash equity compensation 298 260 238
Loss (gain) on disposal of long-lived assets, net 152 (34) 89
Less:
Earnings from equity method investments 20,864 11,080 17,718
White Cliffs cash distributions attributable to noncontrolling interests — 4,528 —
Impact from derivative instruments:
Total gain (loss) on derivatives, net (644) (807) 16,053
Total realized loss (gain) (cash flow) on derivatives, net (1,887) 201 (15,088)
Non-cash unrealized gain (loss) on derivatives, net (2,531) (606) 965
Adjusted EBITDA $ 42,118 $ 28,904 $ 45,123
Reconciliation of net cash provided by (used in) operating activities to
Adjusted EBITDA:
Net cash provided by (used in) operating activities $ (7,070) $ 18,187 $ 64,823
Less:
Changes in operating assets and liabilities, net (36,508) (10,613) 31,295
White Cliffs cash distributions attributable to noncontrolling interests — 4,528 —
Add:
Interest expense, excluding amortization of debt issuance costs 7,479 2,127 7,626
Distributions from equity method investments in excess of equity in
earnings 5,201 2,505 3,969
Adjusted EBITDA $ 42,118 $ 28,904 $ 45,123
(1) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline
35. Rose Rock Midstream 2015 Adjusted EBITDA Guidance
35
(in millions, unaudited) 2015 Guidance
Mid-point
Net income $ 90.5
Add: Interest expense 37.0
Add: Depreciation and amortization 45.0
EBITDA $ 172.5
Non-Cash and Other Adjustments 17.5
Adjusted EBITDA $ 190.0
Less:
Cash interest expense 34.5
Maintenance capital expenditures 16.0
Distributable cash flow $ 139.5
Non-Cash and Other Adjustments
Earnings from equity method investments $ (92.0)
Distributions from equity method investments (1) 108.0
Non-cash equity compensation 1.5
Non-Cash and Other Adjustments $ 17.5
(1) Distributions from equity method investment includes the cash distributions from White Cliffs and Glass Mountain
attributable to Rose Rock
36. Rose Rock Midstream Distributable Cash Flow
36
(in thousands, unaudited) Three Months Ended
March 31, December 31,
2015 2014(1) 2014(1)
Reconciliation of net income to distributable cash flow:
Net income $ 14,600 $ 16,226 $ 15,091
Add:
Interest expense 8,006 2,387 8,152
Depreciation and amortization expense 10,143 11,482 12,882
EBITDA 32,749 30,095 36,125
Add:
Loss (gain) on disposal of long-lived assets, net 152 (34) 89
Cash distributions from equity method investments 26,065 13,585 21,687
Inventory valuation adjustment 1,187 — 5,667
Non-cash equity compensation 298 260 238
Less:
Earnings from equity method investments 20,864 11,080 17,718
White Cliffs cash distributions attributable to noncontrolling
interests — 4,528 —
Non-cash unrealized gain (loss) on derivatives, net (2,531) (606) 965
Adjusted EBITDA $ 42,118 $ 28,904 $ 45,123
Less:
Cash interest expense 7,454 2,104 7,601
Maintenance capital expenditures 927 907 2,268
Distributable cash flow $ 33,737 $ 25,893 $ 35,254
Distribution declared $ 28,379 $ 13,903 $ 24,269
Distribution coverage ratio 1.19 x 1.86 x 1.45 x
(1) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline
37. (in thousands, unaudited) Year Ended
December 31, 2014
Crude SemStream SemCAMS SemLogistics SemMexico SemGas Corporate
and other
Consolidated
Net income (loss) $ 57,495 $ 70,632 $ 14,318 $ (10,072) $ 5,900 $ 6,792 $ (93,008) $ 52,057
Add: Interest expense 31,072 (5,140) 13,558 1,528 166 8,570 (710) 49,044
Add: Income tax expense (benefit) — — 3,135 (2,231) 4,053 — 41,556 46,513
Add: Depreciation and amortization expense 40,035 — 14,295 10,005 6,031 26,353 1,678 98,397
EBITDA 128,602 65,492 45,306 (770) 16,150 41,715 (50,484) 246,011
Selected Non-Cash Items and
Other Items Impacting Comparability 28,159 (42,165) 590 (1,083) 621 21,053 34,255 41,430
Adjusted EBITDA $ 156,761 $ 23,327 $ 45,896 $ (1,853) $ 16,771 $ 62,768 $ (16,229) $ 287,441
Selected Non-Cash Items and Other Items Impacting Comparability
Loss (gain) on disposal of long-lived assets, net $ 319 $ — $ (950) $ (2,490) $ (53) $ 20,092 $ 15,674 $ 32,592
Loss (income) from discontinued operations, net of income taxes — — — (1) — — 2 1
Foreign currency transaction (gain) loss — — 42 821 279 — (1,228) (86)
Remove NGL equity earnings including gain on issuance of common
units — (31,363) — — — — — (31,363)
Remove gain on sale of NGL units (34,211) (34,211)
NGL cash distribution — 23,404 — — — — — 23,404
Employee severance expense 9 — 150 — — 41 20 220
Unrealized gain on derivative activities (1,734) — — — — — — (1,734)
Change in fair value of warrants — — — — — — 13,423 13,423
Depreciation and amortization included within
equity earnings 18,992 — — — — — — 18,992
Inventory valuation adjustment including equity method investees 7,781 — — — — — — 7,781
Recovery of receivables written off at emergence — — (664) — — — — (664)
Bankruptcy related expenses — 1 — — — 150 1,159 1,310
Charitable contributions — — — — — — 3,379 3,379
Non-cash equity compensation 2,792 4 2,012 587 395 770 1,826 8,386
Selected Non-Cash Items and
Other Items Impacting Comparability $ 28,159 $ (42,165) $ 590 $ (1,083) $ 621 $ 21,053 $ 34,255 $ 41,430
SemGroup Reconciliation of Net Income to Adjusted EBITDA
37
38. (in thousands, unaudited) Year Ended
December 31, 2013
Crude SemStream SemCAMS SemLogistics SemMexico SemGas
Corporate
and other Consolidated
Net income (loss) $ 57,228 $ 38,071 $ (3,136) $ (6,769) $ 5,377 $ 14,701 $ (39,660) $ 65,812
Add: Interest expense 14,923 (4,810) 18,928 1,435 188 3,268 (8,790) 25,142
Add: Income tax expense (benefit) — — 6,348 (5,699) 2,589 — (20,492) (17,254)
Add: Depreciation and amortization expense 23,708 — 10,766 9,426 5,991 14,517 2,001 66,409
EBITDA 95,859 33,261 32,906 (1,607) 14,145 32,486 (66,941) 140,109
Selected Non-Cash Items and
Other Items Impacting Comparability 10,764 (15,624) 1,180 111 (722) 1,221 51,979 48,909
Adjusted EBITDA $ 106,623 $ 17,637 $ 34,086 $ (1,496) $ 13,423 $ 33,707 $ (14,962) $ 189,018
Selected Non-Cash Items and Other Items Impacting Comparability
Loss (gain) on disposal of long-lived assets, net $ (56) $ 6 $ — $ — $ (854) $ 665 $ — $ (239)
Income from discontinued operations, net of income taxes — — — — — — (59) (59)
Foreign currency transaction (gain) loss — — (23) (391) (177) — (1,042) (1,633)
Remove NGL equity earnings — (33,996) — — — — — (33,996)
NGL cash distribution — 18,321 — — — — — 18,321
Mid-America Midstream Gas Services acquisition cost — — — — — — 3,600 3,600
Employee severance expense 5 — — — — — 33 38
Unrealized gain on derivative activities (974) — — — — — — (974)
Change in fair value of warrants — — — — — — 46,434 46,434
Depreciation and amortization included within
equity in earnings of White Cliffs 9,520 — — — — — — 9,520
Bankruptcy related expenses — — — — — — 567 567
Non-cash equity compensation 2,269 45 1,203 502 309 556 2,446 7,330
Selected Non-Cash Items and
Other Items Impacting Comparability $ 10,764 $ (15,624) $ 1,180 $ 111 $ (722) $ 1,221 $ 51,979 $ 48,909
SemGroup Reconciliation of Net Income to Adjusted EBITDA
38
39. (in thousands, unaudited) Year Ended
December 31, 2012
Crude SemStream SemCAMS SemLogistics SemMexico SemGas
Corporate
and other Consolidated
Net income (loss) $ 64,554 $ 4,919 $ 4,097 $ (3,552) $ 1,467 $ (264) $ (39,324) $ 31,897
Add: Interest expense (409) (3,449) 18,727 2,486 314 1,461 (10,228) 8,902
Add: Income tax expense (benefit) — — 720 (7,736) 2,285 — 2,653 (2,078)
Add: Depreciation and amortization expense 12,131 — 10,589 9,780 6,171 7,043 2,496 48,210
EBITDA 76,276 1,470 34,133 978 10,237 8,240 (44,403) 86,931
Selected Non-Cash Items and
Other Items Impacting Comparability 9,532 6,952 50 514 121 629 30,236 48,034
Adjusted EBITDA $ 85,808 $ 8,422 $ 34,183 $ 1,492 $ 10,358 $ 8,869 $ (14,167) $ 134,965
Selected Non-Cash Items and Other Items Impacting Comparability
Loss (gain) on disposal of long-lived assets, net $ (3,501) $ 214 $ — $ — $ (290) $ 46 $ — $ (3,531)
Loss (income) from discontinued operations, net of income taxes — (2,985) — 14 — — 32 (2,939)
Foreign currency transaction (gain) loss — — 26 (370) 190 — 452 298
Remove NGL equity earnings — 403 — — — — — 403
NGL cash distribution — 9,218 — — — — — 9,218
Employee severance expense — — — 159 — — 195 354
Unrealized loss on derivative activities 1,196 — — — — — — 1,196
Change in fair value of warrants — — — — — — 21,310 21,310
Depreciation and amortization included within
equity in earnings of White Cliffs 10,181 — — — — — — 10,181
Defense costs — — — — — — 5,899 5,899
Recovery of receivables written off at emergence — — (858) — — — — (858)
Non-cash equity compensation 1,656 102 882 711 221 583 2,348 6,503
Selected Non-Cash Items and
Other Items Impacting Comparability $ 9,532 $ 6,952 $ 50 $ 514 $ 121 $ 629 $ 30,236 $ 48,034
SemGroup Reconciliation of Net Income to Adjusted EBITDA
39
40. (in thousands, unaudited) Year Ended
December 31, 2011
Crude SemStream SemCAMS SemLogistics SemMexico SemGas
Corporate and
other Consolidated
Net income (loss) $ 39,241 $ 16,752 $ 2,868 $ (41,440) $ 2,430 $ 6,308 $ (23,347) $ 2,812
Add: Interest expense 3,749 17,152 24,685 1,005 365 2,346 10,836 60,138
Add: Income tax expense (benefit) — — 552 (3,331) 629 — (160) (2,310)
Add: Depreciation and amortization expense 11,379 3,501 10,233 9,271 6,502 5,986 2,951 49,823
EBITDA 54,369 37,405 38,338 (34,495) 9,926 14,640 (9,720) 110,463
Selected Non-Cash Items and
Other Items Impacting Comparability 8,293 (48,513) (2,296) 45,283 57 452 1,806 5,082
Adjusted EBITDA $ 62,662 $ (11,108) $ 36,042 $ 10,788 $ 9,983 $ 15,092 $ (7,914) $ 115,545
Selected Non-Cash Items and Other Items Impacting Comparability
Loss (gain) on disposal of long-lived assets, net $ 64 $ (45,821) $ (8) $ 44,663 $ (200) $ 4 $ 1,599 $ 301
Loss (income) from discontinued operations, net of income taxes(1) — 9,644 — 30 — — (126) 9,548
Foreign currency transaction (gain) loss — 39 (2,674) 88 18 — (921) (3,450)
Employee severance expense — — 3,855 131 — — 388 4,374
Unrealized gain on derivative activities (787) (13,247) — — — — (80) (14,114)
Change in fair value of warrants — — — — — — (5,012) (5,012)
Reversal of allowance on goods and services tax receivable — — (4,144) — — — — (4,144)
Depreciation and amortization included within
equity in earnings of White Cliffs 10,630 — — — — — — 10,630
Defense costs — — — — — — 1,000 1,000
Recovery of receivables written off at emergence (2,692) — — — — — — (2,692)
Non-cash equity compensation 1,078 872 675 371 239 448 4,958 8,641
Selected Non-Cash Items and
Other Items Impacting Comparability $ 8,293 $ (48,513) $ (2,296) $ 45,283 $ 57 $ 452 $ 1,806 $ 5,082
SemGroup Reconciliation of Net Income to Adjusted EBITDA
40
(1) SemStream Arizona has been reported as a discontinued operation at December 31, 2012.
Prior periods have been recast to conform with the presentation.
41. (in thousands, unaudited) Year Ended
December 31,
2014(1) 2013 2012 2011
Net income $ 62,925 $ 37,515 $ 23,954 $ 23,235
Add:
Interest expense 21,279 8,181 1,912 1,823
Depreciation and amortization expense 40,035 23,708 12,131 11,379
Distributions from equity method investment 66,768 16,999 — —
Inventory valuation adjustment 5,667 — — —
Non-cash equity compensation 943 806 308 —
Loss (gain) on disposal of long-lived assets, net 319 (31) (1) 64
Provision for (recovery of) uncollectible accounts receivable — — — (916)
Less:
Earnings from equity method investment 57,378 17,571 — —
White Cliffs cash distributions attributable to noncontrolling
interests 11,008 — — —
Impact from derivative instruments:
Total gain (loss) on derivatives, net 17,351 (1,593) 149 (386)
Total realized (gain) loss (cash outflow) on derivatives, net (15,730) 2,567 (1,345) 1,173
Non-cash unrealized gain (loss) on derivatives, net 1,621 974 (1,196) 787
Adjusted EBITDA $ 127,929 $ 68,633 $ 39,500 $ 34,798
Rose Rock Reconciliation of Net Income to Adjusted EBITDA
41
(1) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline
42. Rose Rock Reconciliation of Net Cash Provided by Operating Activities to
Adjusted EBITDA
(in thousands, unaudited) Year Ended
December 31,
2014(1) 2013 2012 2011
Net cash provided by operating activities $ 111,093 $ 72,528 $ 35,097 $ 51,085
Less:
Changes in operating assets and liabilities, net 1,296 11,265 (2,850) 18,082
White Cliffs cash distributions attributable to noncontrolling interests 11,008 — — —
Add:
Interest expense, excluding amortization of debt issuance costs 19,750 7,370 1,553 1,795
Distributions in excess of equity earnings of affiliates 9,390 — — —
Adjusted EBITDA $ 127,929 $ 68,633 $ 39,500 $ 34,798
42
(1) Prior period financial information has been recast to reflect the effects of the dropdown of the Wattenberg Oil Trunkline