8-K - CLMT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2024

CALUMET, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-42172	36-5098520
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br> <br>Identification No.)

2780 Waterfront Pkwy E. Drive

Suite 200

Indianapolis, Indiana 46214

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 328-5660

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>symbol(s)	Name of each exchange<br>on which registered
Common Stock, par value $0.01 per share	CLMT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02	Results of Operations and Financial Condition.

On August 9, 2024, Calumet, Inc. (the “Company”) posted to its website an earnings presentation related to its financial results for the quarter ended June 30, 2024. A copy of the earnings presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 8.01	Other Events.

In connection with the filing of a registration statement on Form S-3 that the Company expects to file with the Securities and Exchange Commission (the “SEC”) promptly after filing this Current Report on Form 8-K, the Company is disclosing certain unaudited pro forma condensed consolidated financial information for the Company for the year ended December 31, 2023 and as of and for the six months ended June 30, 2024.

As further described therein, the unaudited pro forma condensed consolidated financial information gives effect to the previously announced and completed transactions contemplated by the Conversion Agreement, dated as of February 9, 2024, by and among the Company, Calumet Specialty Products Partners, L.P., Calumet GP, LLC, Calumet Merger Sub I LLC, Calumet Merger Sub II LLC and the other parties thereto, as amended by the First Amendment to the Conversion Agreement, dated April 17, 2024 (such transactions, the “Conversion”). The Conversion was completed on July 10, 2024.

The unaudited pro forma condensed consolidated financial information is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>Number	Description
99.1	Earnings Presentation dated August 9, 2024.
99.2	Unaudited pro forma condensed consolidated financial information for the year ended December 31, 2023 and as of and for the six months ended June 30, 2024.
104	Cover Page Interactive Data File- the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CALUMET, INC.
Date: August 9, 2024	By:	/s/ David Lunin
	Name:	David Lunin
	Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1 Second Quarter 2024 Financial Results August 9, 2024

CAUTIONARY STATEMENTS Forward-Looking Statements This Presentation has been prepared by Calumet, Inc. (the “Company,” “Calumet,” we, our or like terms) as of August 9, 2024. The information in this Presentation includes certain “forward-looking statements.” These statements can be identified by the use of forward-looking terminology including “may,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “continue” or other similar words. The statements discussed in this Presentation that are not purely historical data are forward-looking statements. These forward-looking statements discuss future expectations or state other “forward-looking” information and involve risks and uncertainties. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in the most recent Annual Report on Form 10-K of Calumet Specialty Products Partners, L.P. (the “Partnership”) and other filings with the SEC by us or the Partnership. The risk factors and other factors noted in the Partnership’s most recent Annual Report on Form 10-K and other filings with the SEC by us or the Partnership could cause our actual results to differ materially from those contained in any forward-looking statement. Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those suggested in any forward-looking statement. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. Existing and prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Presentation. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. Non-GAAP Financial Measures Adjusted EBITDA and net recourse debt are non-GAAP financial measures provided in this Presentation. Reconciliations to the most comparable GAAP financial measures are included in the Appendix to this Presentation. These non-GAAP financial measures are not defined by GAAP and should not be considered in isolation or as an alternative to net income (loss) or other financial measures prepared in accordance with GAAP. 2

PERFORMANCE SUMMARY Q2’24 Adjusted Business Overview Business Segment EBITDA ($MM) (1) Specialty Products and Solutions (SPS) $65.8 § Q2’24 Adjusted EBITDA of $66.8MM § Record volumes achieved in both Specialties and Montana / Renewables (MR) $7.6 Renewables businesses Performance Brands (PB) $14.1 § Commercial leadership continues in Specialties business Corporate $(20.7) § Strong specialty margins in softening commodity environment (1) Total Adjusted EBITDA $66.8 § Performance Brands delivered highest volume quarter (1) See appendix to this presentation for GAAP to Non-GAAP reconciliations in five years § Renewables generated $7.1MM in Adj. EBITDA § Quarterly SAF production of ~7mm gallons § Achieved full quarter at planned production levels § Calumet’s 86% allocation of Adj. EBITDA is $6.1MM 3

MULTI-YEAR SPECIALTIES TRANSFORMATION Specialty Material Margin ($/BBL) Intercompany Volumes (BPD) 14,000 $90.00 13,500 $80.00 13,000 $70.00 12,500 $60.00 $50.00 12,000 $40.00 11,500 $30.00 11,000 $20.00 10,500 $10.00 10,000 $- 2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024 YTD YTD Material Margin (SPS Specialty + PB) ■ YTD ‘24 Specialties material margin remains robust and well above historical norms ■ Continual margin growth reflects customer / product diversification, leading technology, integrated assets, and market focus ■ Combination of Commercial Excellence program, started in 2019, and unique asset integration has driven results ■ Performance Brands and SPS were integrated in 2023, fueling additional growth 4

MONTANA RENEWABLES DEMONSTRATING COMPETITIVE ADVANTAGE Summary Feedstock Rate and Key Products (bpd) ■ Clean operational quarter at planned throughput in Q2’24 12,000 ■ Produced ~ 7MM gallons of SAF in Q2’24 10,000 ■ Industry index margin remains volatile at trough conditions ■ Industry index margins troughed in May ‘24 at ~ $0.80/gallon and improved to ~ $1.20 / gallon in June 8,000 ■ Costs continue to improve; on track to reach ~$.70/ gallon by 6,000 year end ■ Awaiting DOE completion for MaxSAF project commencement 4,000 Q1 Avg Apr May Jun RD SAF Feedstock Rate (bpd) M MR RL L D De elliiv ve er re ed d C Clle ea an n O Op pe er ra at tiio on na all Q Qu ua ar rt te er r a an nd d D De em mo on ns st tr ra at tiin ng g F Fiir rs st t M Mo ov ve er r A Ad dv va an nt ta ag ge e iin n S SA AF F B Bu us siin ne es ss s 5

STRATEGIC INITIATIVES FOCUSED ON SHAREHOLDER VALUE Strategic Overview § Successfully completed conversion of structure from a MLP to a C-Corp in July 2024 § DOE loan remains on track and in final stages § Successful step in Small Refinery Exemption litigation Potential Eligible Passive Funds from C-Corp Conversion S&P TMI CRSP Small / TMI MSCI Small Cap 1750 S&P Small Cap 600 Russell 2000 Potential Incremental 2MM 2MM 1MM 6MM 4MM ~ ~ ~ ~ ~ Demand (1) Next Rebalance September 2024 September 2024 November 2024 December 2024 June 2025 C Co on nv ve er rs siio on n f fr ro om m M ML LP P t to o C C- -C Co or rp p s st tr ru uc ct tu ur re e e ex xp pe ec ct te ed d t to o d dr riiv ve e n ne ew w s st to oc ck k d de em ma an nd d f fr ro om m e elliig giib blle e p pa as ss siiv ve e iin nd de ex x iin nc cllu us siio on n a an nd d iin ns st tiit tu ut tiio on na all iin nv ve es st to or rs s (1) Estimated demand is based on the methodology currently used by each index, which is subject to change at any time. There can be no assurance that Calumet’s common stock will be included in any particular index at a specific time or at all. 6

SPECIALTY PRODUCTS AND SOLUTIONS SEGMENT § Specialty margins remain resilient Q2’2024 Q2’2023 § Offset weaker commodity environment Adjusted EBITDA ($MM) $65.8 $61.0 § Near record volumes driven by solid operations Specialty Products Material Margin ($/bbl) $62.44 $77.37 (1) Fuels & Asphalt Material Margin ($/bbl) $5.00 $10.21 (1) Includes RVO accrual Sales Volume (bpd) Material Margin ($/bbl) 50,000 $120 $28 $100 $23 40,000 $80 $18 30,000 $60 $13 20,000 $40 $8 10,000 $20 $3 $0 -$2 0 (1) Specialty Products Fuels & Asphalt Specialty Products Fuels & Asphalt 7 1Q2021 2Q2021 3Q2021 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 1Q2023 2Q2023 3Q2023 4Q2023 1Q2024 2Q2024 Specialty Products 1Q2021 2Q2021 3Q2021 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 1Q2023 2Q2023 3Q2023 4Q2023 1Q2024 2Q2024 Fuels & Asphalt

PERFORMANCE BRANDS SEGMENT § Continued strong results driven by commercial excellence program Q2’2024 Q2’2023 and northwest Louisiana value chain integration Sales ($MM) $96.1 $85.5 § ~ 30% YoY volume growth § Royal Purple continues to deliver exceptional margins via premier Adjusted EBITDA ($MM) $14.1 $12.2 brand position Sales volume (in barrels) 178,000 139,000 § Long-term growth remains directed toward industrial markets, such as mining, power and marine applications High Growth Markets Reliability Sustainability High Performance Diversified 8

MONTANA / RENEWABLES SEGMENT Q2’2024 Q2’2023 Adjusted EBITDA ($MM) $7.6 $13.0 (1) (2) Renewables $6.1 $(4.7) (2) Montana Asphalt $1.5 $17.7 Conventional Production (bpd) 11,195 11,887 Renewable Production (bpd) 11,797 7,312 (1) Adjusted EBITDA represents Calumet’s 86% allocation of Montana Renewables (2) See appendix to this presentation for GAAP to Non-GAAP reconciliations Montana Asphalt § WCS fuels cracks softened during Q2’24 § Retail asphalt rack opened mid quarter Renewables § Renewable business producing ~ 12K bpd § ~ 1,700 bpd SAF in Q2’24 § Improved performance despite trough industry index margins 9

FOCUSED ON NEAR TERM CATALYSTS TO DRIVE SHAREHOLDER VALUE C-Corp conversion completed Demonstrating the competitive advantage of Montana Renewables DOE Loan expected to fund future MaxSAF expansion 10

CAPITAL STRUCTURE OVERVIEW 12

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA 13

RECONCILIATION OF SEGMENT GROSS PROFIT (LOSS) TO SEGMENT ADJUSTED GROSS PROFIT (LOSS) 14

RECONCILIATION OF MRL AND CMR NET INCOME (LOSS) TO ADJUSTED EBITDA 15

EX-99.2

Exhibit 99.2

SUMMARY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following sets forth summary unaudited pro forma condensed consolidated financial information for Calumet, Inc. (the “Company” or “our”) after giving effect to the previously announced and completed transactions contemplated by the Conversion Agreement, dated as of February 9, 2024, by and among the Company, Calumet Specialty Products Partners, L.P. (the “Partnership”), Calumet GP, LLC, Calumet Merger Sub I LLC, Calumet Merger Sub II LLC and the other parties thereto, as amended by the First Amendment to the Conversion Agreement, dated April 17, 2024 (such transactions, the “Conversion”). The Conversion was completed on July 10, 2024.

The summary unaudited pro forma condensed consolidated financial information as of and for the six months ended June 30, 2024 and for the year ended December 31, 2023 set forth below is derived from the Partnership’s consolidated financial statements and is qualified in its entirety by, and should be read in conjunction with, the Partnership’s consolidated financial statements and notes related thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

As the Company’s only assets following the Conversion are its ownership interests in the Partnership and the General Partner, the historical financial statements and results of operations of the Company following the Conversion are the historical financial statements and results of operations of the Partnership, our predecessor, with respect to all periods prior to the Conversion.

Balance Sheet. Had the Conversion occurred as of June 30, 2024, the pro forma balance sheet would have reflected pro forma adjustments as follows:

•	an increase in the Partnership’s current liabilities of $3.0 million to $5.0 million as a result<br>of estimated professional fees to be incurred in connection with the Conversion;
•	an increase in our deferred tax asset of $159.0 million. However, due to our recent cumulative losses and<br>current realization assessment, we would have recorded a full valuation allowance to fully offset such deferred tax asset and therefore would have no pro forma balance sheet impact related to our conversion to a taxable entity from a pass-through<br>entity; and
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•	partners’ equity (deficit) would be eliminated and replaced with the common stock, paid in capital and<br>retained earnings (deficit). There would be an increase in the Partnership’s retained deficit of $3.0 million to $5.0 million representing the effect on partners’ deficit of the above noted adjustments.
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Statement of Operations. Had the Conversion occurred on January 1, 2023, the pro forma statement of operations for the year ended December 31, 2023 and the six months ended June 30, 2024 would have reflected pro forma adjustments as follows:

•	any costs associated with the Conversion are direct costs and<br>non-recurring by nature. As such, there would be no related pro forma adjustment to the Partnership’s statement of operations;
•	pro forma adjustment for income taxes upon becoming a taxable entity; and
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•	income per unit would be eliminated and replaced with income per share (basic and diluted). For the year ended<br>December 31, 2023, this amount would have been $0.55 per unit which is calculated based on a net income of $47.1 million and assuming 85,575,530 (basic and diluted) outstanding shares of common stock to be issued in connection with the<br>Conversion. For the six months ended June 30, 2024, this amount would have been $(0.94) per unit which is calculated based on a net loss of $80.7 million and assuming 85,953,995 (basic and diluted) outstanding shares of common stock to be<br>issued in connection with the Conversion.
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