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8-K/A - FORM 8-K/A - Rose Rock Midstream, L.P.d476144d8ka.htm
EX-99.5 - EX-99.5 - Rose Rock Midstream, L.P.d476144dex995.htm
EX-99.4 - EX-99.4 - Rose Rock Midstream, L.P.d476144dex994.htm
EX-23.1 - EX-23.1 - Rose Rock Midstream, L.P.d476144dex231.htm
EX-99.2 - EX-99.2 - Rose Rock Midstream, L.P.d476144dex992.htm
EX-23.2 - EX-23.2 - Rose Rock Midstream, L.P.d476144dex232.htm

EXHIBIT 99.3

Index to SemCrude Pipeline, L.L.C. Financial Statements

 

     Page
SemCrude Pipeline, L.L.C.   

Balance Sheets – September 30, 2012 and December 31, 2011 (unaudited)

   2

Statements of Operations – Nine Months Ended September 30, 2012 and 2011 (unaudited)

   3

Statements of Changes in Member’s Equity from December 31, 2011 to September 30, 2012 (unaudited)

   4

Statements of Cash Flows – Nine Months Ended September 30, 2012 and 2011 (unaudited)

   5

Notes to Financial Statements (unaudited)

   6


SEMCRUDE PIPELINE, L.L.C.

Balance Sheets

(In thousands)

 

     (unaudited)         
     September 30,
2012
     December 31,
2011
 

ASSETS

     

Investment in affiliate

   $ 139,252       $ 143,259   

Other receivables

     714         —     
  

 

 

    

 

 

 

Total assets

   $ 139,966       $ 143,259   
  

 

 

    

 

 

 

LIABILITIES AND MEMBER’S EQUITY

     

Member’s equity:

     

Member capital

   $ 104,510       $ 136,355   

Retained earnings

     35,456         6,904   
  

 

 

    

 

 

 

Total member’s equity

     139,966         143,259   
  

 

 

    

 

 

 

Total liabilities and member’s equity

   $ 139,966       $ 143,259   
  

 

 

    

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

2


SEMCRUDE PIPELINE, L.L.C.

Statements of Operations

(In thousands, unaudited)

 

     Nine Months
Ended
September 30,
2012
    Nine Months
Ended
September 30,
2011
 

Revenues

   $ —        $ —     

Expenses and other:

    

General and administrative

     2        1   

Gain on disposal

     (3,500     —     
  

 

 

   

 

 

 

Total expenses and other, net

     (3,498     1   
  

 

 

   

 

 

 

Earnings from equity method investments

     25,053        10,166   
  

 

 

   

 

 

 

Operating income

     28,551        10,165   

Other (income) expenses:

    

Interest expense

     —          —     

Total other (income) expenses, net

     —          —     
  

 

 

   

 

 

 

Net income

   $ 28,551      $ 10,165   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

3


SEMCRUDE PIPELINE, L.L.C.

Statements of Changes in Member’s Equity

(In thousands, unaudited)

 

     Member’s
Equity
 

Balance at December 31, 2011

   $ 143,259   

Net income

     28,551   

Net distributions to SemGroup

     (31,844
  

 

 

 

Balance at September 30, 2012

   $ 139,966   
  

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

4


SEMCRUDE PIPELINE, L.L.C.

Statements of Cash Flows

(In thousands, unaudited)

 

     Nine Months
Ended
September 30,
2012
    Nine Months
Ended
September 30,
2011
 

Cash flows from operating activities:

    

Net income

   $ 28,551      $ 10,165   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Gain on disposal

     (3,500     —     
  

 

 

   

 

 

 

Net cash provided by operating activities

     25,051        10,165   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Distributions in excess of equity earnings

     5,508        9,746   

Investment in affiliate

     (1,500     (2,864

Proceeds from sale of affiliate

     2,785        —     
  

 

 

   

 

 

 

Net cash provided by investing activities

     6,793        6,882   
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Distributions to SemGroup

     (31,844     (17,047
  

 

 

   

 

 

 

Net cash used in financing activities

     (31,844     (17,047
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     —          —     

Cash and cash equivalents at beginning of period

     —          —     
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ —        $ —     
  

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

5


SEMCRUDE PIPELINE, L.L.C.

Notes to Financial Statements (unaudited)

1. OVERVIEW

SemCrude Pipeline, L.L.C. (“SCPL”) is a Delaware limited liability company, which is a subsidiary of SemGroup Corporation (“SemGroup”). SCPL owns a 51% interest in White Cliffs Pipeline, L.L.C. (“White Cliffs”). SemGroup serves as manager of White Cliffs. White Cliffs owns a 527-mile crude oil pipeline with origination points in Platteville, Colorado and Healy, Kansas and a termination point in Cushing, Oklahoma.

SCPL generates substantially all of its earnings through its investment in White Cliffs. The other members of White Cliffs have substantive rights to participate in the management of White Cliffs. Because of this, SCPL accounts for White Cliffs under the equity method. The terms “we,” “our,” “us,” “the Company” and similar language used in these notes to the financial statements refer to SemCrude Pipeline, L.L.C.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Although management believes these estimates are reasonable, actual results could differ materially from these estimates.

These financial statements are unaudited. The balance sheet at December 31, 2011, is derived from audited financial statements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INTERCOMPANY ACCOUNTS – SCPL participates in SemGroup’s cash management program. Under this program, cash distributed to SCPL by White Cliffs is transferred to SemGroup on a regular basis; when SCPL uses cash for contributions to White Cliffs or for other purposes, SemGroup transfers cash to SCPL to cover the payments. In addition, SemGroup incurs certain expenses on behalf of White Cliffs, which are allocated to SCPL. SCPL passes these costs to White Cliffs. However, as the other members of White Cliffs are not responsible for the payment of these costs, SCPL treats these costs as an equity contribution to White Cliffs.

SCPL records transactions with SemGroup and its other controlled subsidiaries to intercompany accounts. When SCPL’s intercompany accounts are in a net receivable position, the balance is reported as a reduction to equity on the balance sheet. When SCPL’s intercompany accounts are in a net payable position, the balance is reported as a current liability on the balance sheet. In the statements of cash flows, SCPL reports the net change in the intercompany accounts as a financing cash flow within “distributions to SemGroup”. SCPL reports the net change in equity associated with these transactions as “net contributions from SemGroup” or “net distributions to SemGroup” in the statements of changes in member’s equity.

SCPL’s intercompany accounts were in a net receivable position of $105.4 million and $73.6 million at September 30, 2012 and December 31, 2011, respectively. SCPL has reported this balance as a reduction to equity on the balance sheet, as SCPL does not expect to collect these intercompany receivables.

EQUITY METHOD INVESTMENTS – We account for an investment under the equity method when we have significant influence over, but not control of, the significant operating decisions of the investee. Under the equity method, we record in the statement of operations our share of the earnings or losses of the investee, with a corresponding adjustment to the investment balance on our balance sheet. When we receive a distribution from an equity method investee, we record a corresponding reduction to the investment balance.

INCOME TAXES - SCPL is a pass-through entity for federal and state income tax purposes. Our earnings are allocated to our members, who are responsible for any related income taxes. Because of this, no provision for income taxes is reported in the accompanying financial statements.

SUBSEQUENT EVENTS—SCPL has evaluated subsequent events for accrual or disclosure in these financial statements through February 5, 2013, which is the date these financial statements were issued.

On January 11, 2013, Rose Rock Midstream, L.P. (“RRMS”) acquired 33.33% of the outstanding membership interests in SemCrude Pipeline, L.L.C. from SemGroup in exchange for cash and equity interests in RRMS.

 

6


SEMCRUDE PIPELINE, L.L.C.

Notes to Financial Statements (unaudited)

 

3. INVESTMENTS IN NON-CONSOLIDATED SUBSIDIARIES

White Cliffs

We account for our 51% membership of White Cliffs under the equity method, as the other members have substantive rights to participate in its management. Under the equity method, we do not report the individual assets and liabilities of White Cliffs on our balance sheets. Instead, our membership interest is reflected in one line as a noncurrent asset on our balance sheets. Certain summarized statement of operations information of White Cliffs for the nine months ended September 30, 2012 and September 30, 2011 is shown below (in thousands, unaudited):

 

     Nine Months
Ended September

30, 2012
     Nine Months
Ended September

30, 2011
 

Revenue

   $ 76,910       $ 47,878   

Operating, general and administrative expenses

   $ 11,382       $ 10,029   

Depreciation and amortization expense

   $ 14,964       $ 15,622   

Net income

   $ 50,564       $ 22,227   

Distributions paid to SCPL

   $ 30,561       $ 19,912   

The equity in earnings of White Cliffs for the nine months ended September 30, 2012 and September 30, 2011 reported in our statements of operations is less than 51% of the net income of White Cliffs for the same period. This is due to certain general and administrative expenses incurred by SemGroup in managing the operations of White Cliffs, which are allocated to SCPL, that the other members are not obligated to share. Such expenses are recorded by White Cliffs, and are allocated to our membership interest. White Cliffs recorded $1.5 million and $2.4 million of such general and administrative expense for the nine months ended September 30, 2012 and September 30, 2011, respectively. The decrease in allocated costs from prior year is primarily due to revisions to SemGroup’s cost allocations based on a transfer pricing study completed in the third quarter for which year to date adjustments were booked in September 2012.

In August 2012, the members of White Cliffs approved an expansion project to construct a 12” pipeline from Platteville, Colorado to Cushing, Oklahoma. The project is expected to cost approximately $300 million which will be funded by capital calls to members. SCPL’s funding requirement will be 51% of the total cost. SCPL is expected to contribute approximately $2 million for project funding in the fourth quarter of 2012 and $119 million and $30 million in 2013 and 2014, respectively.

In September 2012, we received $3.5 million from the other members of White Cliffs related to the September 2010 exercise of their rights to purchase additional membership interests in White Cliffs. This gain is reported in gain on disposal in the statements of operations.

 

7