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Rose Rock Midstream, L.P.
9 Months Ended
Sep. 30, 2015
Investments in and Advances to Affiliates [Line Items]  
ROSE ROCK MIDSTREAM, L.P.
ROSE ROCK MIDSTREAM, L.P.
We control the operations of our consolidated subsidiary, Rose Rock Midstream, L.P. (NYSE: RRMS) ("Rose Rock"), through our ownership of the general partner interest. As of September 30, 2015, we own the 2% general partner interest and a 55.2% limited partner interest.
On January 1, 2015, certain operational targets were achieved by White Cliffs Pipeline, L.L.C. ("White Cliffs") and all 3,750,000 Class A units held by the Company were converted to common units on a one-for-one basis. The conversion did not impact the total number of Rose Rock's outstanding units representing limited partner interests.
On February 13, 2015, we contributed the Wattenberg Oil Trunkline ("WOT") and our 50% ownership interest in Glass Mountain Pipeline, LLC ("Glass Mountain") to Rose Rock for (i) cash of approximately $251.2 million, (ii) the issuance of 1.75 million common units, and (iii) an increase of the capital account of the general partner and a related issuance of general partner interest, to allow the general partner to maintain its 2% general partner interest.
As the transaction was between entities under common control, Rose Rock recorded the acquired assets and liabilities based on SemGroup's historical cost. The purchase price in excess of historical cost was treated as an equity transaction with SemGroup, which reduced the partners' capital accounts of Rose Rock's general and limited partners on a pro-rata basis.
Additionally, the acquisition of WOT created a change in reporting entity which required Rose Rock's historical results to be recast as if WOT had been part of Rose Rock in prior periods. The historical summarized financial information of Rose Rock has been recast to reflect this change. The impact to prior periods was not significant. Prior period earnings of WOT have been allocated to the general partner. The acquisition of the equity method investment in Glass Mountain did not create a change in reporting entity. As such, prior periods have not been recast to include the historical results of Glass Mountain. There was no impact to SemGroup as these entities are all reported within the Crude segment.
On February 17, 2015, certain targets specified in Rose Rock’s partnership agreement were achieved and all 8,389,709 subordinated units held by the Company were converted to common units. The conversion did not impact the total number of Rose Rock’s outstanding units representing limited partner interests.
Cash distributions
We receive distributions from Rose Rock on our common units, our 2% general partner interest and incentive distribution rights. Rose Rock intends to pay a minimum quarterly distribution of $0.3625 per unit, to the extent it has sufficient available cash, as defined in Rose Rock’s partnership agreement.  
The following table shows the cash distributions paid or declared during 2015 and 2014 (in thousands, except for per unit amounts):
 
Distribution
Per Unit
 
Distributions Paid/To Be Paid
Quarter Ended
SemGroup
Noncontrolling
Interest
Common Units
Total
Distributions
General
Partner
Incentive
Distributions
Common
Units
Subordinated
Units
December 31, 2013
$
0.4650

 
$
257

$
244

$
2,041

$
3,901

$
6,398

$
12,841

March 31, 2014
$
0.4950


$
278

$
488

$
2,173

$
4,153

$
6,811

$
13,903

June 30, 2014
$
0.5350

 
$
334

$
888

$
3,646

$
4,488

$
7,362

$
16,718

September 30, 2014
$
0.5750

 
$
377

$
1,835

$
3,918

$
4,824

$
7,912

$
18,866

December 31, 2014
$
0.6200

 
$
485

$
3,487

$
6,551

$
5,202

$
8,544

$
24,269

March 31, 2015
$
0.6350

 
$
568

$
4,450

$
13,148

$

$
10,213

$
28,379

June 30, 2015
$
0.6500

 
$
590

$
4,979

$
13,458

$

$
10,456

$
29,483

September 30, 2015
$
0.6600

*
$
604

$
5,333

$
13,665

$

$
10,619

$
30,221


*Expected distributions related to the quarter ended September 30, 2015, which will be paid on November 13, 2015 to unitholders of record as of November 3, 2015.

Summarized financial information
Certain summarized balance sheet information of Rose Rock is shown below (in thousands):
 
(Unaudited)
 
 
 
September 30,
2015
 
December 31,
2014
Cash
$
44,011

 
$
3,625

Other current assets
304,634

 
271,144

Property, plant and equipment, net
425,820

 
396,066

Equity method investment
430,168

 
269,635

Goodwill
36,116

 
36,116

Other noncurrent assets, net
32,746

 
29,677

Total assets
$
1,273,495

 
$
1,006,263

 
 
 
 
Current liabilities
$
270,452

 
$
265,682

Long-term debt
744,468

 
432,092

Partners’ capital attributable to SemGroup
165,735

 
238,560

Partners’ capital attributable to noncontrolling interests
92,840

 
69,929

Total liabilities and partners' capital
$
1,273,495

 
$
1,006,263


Certain summarized income statement information of Rose Rock for the three months and nine months ended September 30, 2015 and 2014 is shown below (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenue
$
241,086

 
$
376,856

 
$
599,082

 
$
961,526

Cost of products sold
$
195,244

 
$
333,646

 
$
464,614

 
$
843,928

Operating, general and administrative expenses
$
23,420

 
$
26,574

 
$
79,976

 
$
69,165

Depreciation and amortization expense
$
10,634

 
$
8,395

 
$
31,385

 
$
27,153

Earnings from equity method investment
$
17,115

 
$
16,289

 
$
55,662

 
$
39,660

Net income
$
16,421

 
$
16,520

 
$
48,089

 
$
47,834

Noncontrolling interests in consolidated subsidiary retained by SemGroup
$

 
$

 
$

 
$
7,758

Net income attributable to Rose Rock Midstream, L.P.
$
16,421

 
$
16,520

 
$
48,089

 
$
40,076