Calumet Specialty Products Partners (CLMT) 8-K Financial Statements and Exhibits

Exhibit 99.1

ROYAL PURPLE, INC.

BALANCE SHEETS

JUNE 30, 2012 AND DECEMBER 31, 2011

	June 30, 2012			December 31, 2011
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	14,360,195		$	20,013,989
Accounts receivable trade, net of allowance of $266,206 and $125,000, respectively		15,351,205			14,213,833
Inventories		13,423,420			12,950,829
Due from related parties		—			2,852,355
Prepaid expenses		1,113,381			1,138,734
Total current assets		44,248,201			51,169,740
Property, plant, and equipment, net		8,243,139			8,138,880
Intangible assets, net		379,244			393,378
Deposits		13,108			13,108
TOTAL ASSETS	$	52,883,692		$	59,715,106
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,787,843		$	2,206,608
Accrued liabilities		3,709,111			2,209,158
Short-term debt		—			522,996
Current portion of long-term debt		—			567,673
Note payable to stockholder		—			350,000
Total current liabilities		5,496,954			5,856,435
Long-term debt, net of current portion		—			2,017,154
Total liabilities		5,496,954			7,873,589
Commitments and contingencies		—			—
Stockholders’ equity
Common stock – no par value; 25,000,000 shares authorized; 15,035,000 shares issued and 14,980,000 shares outstanding, respectively
Additional paid-in capital		15,155,550			15,155,550
Retained earnings		32,340,832			36,795,611
		47,496,382			51,951,161
Less: cost of 55,000 shares of common stock held in treasury		(109,644	)		(109,644	)
Total stockholders’ equity		47,386,738			51,841,517
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	52,883,692		$	59,715,106

ROYAL PURPLE, INC.

STATEMENTS OF OPERATIONS

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net sales		30,892,024		$	28,417,688		$	61,065,443		$	53,249,543
Cost of sales		15,456,992			14,161,380			30,251,198			26,362,491
Gross profit		15,435,032			14,256,308			30,814,245			26,887,052
Operating expenses
Selling expenses		5,578,337			4,591,211			9,857,746			8,896,301
General and administrative expenses		2,475,668			1,645,137			4,782,837			3,498,835
Research and development expenses		232,924			267,084			453,538			425,259
Total operating expenses		8,286,929			6,503,432			15,094,121			12,820,395
Income from operations		7,148,103			7,752,876			15,720,124			14,066,657
Other income (expense)
Interest income		2,076			5,020			9,246			14,328
Interest expense		(71,527	)		(31,888	)		(106,865	)		(81,719	)
Other income		11,523			(1,456	)		26,850			3,720
Total other expense, net		(57,928	)		(28,324	)		(70,769	)		(63,671	)
Income before state taxes		7,090,175			7,724,552			15,649,355			14,002,986
State taxes		(76,830	)		26,323			104,134			175,251
NET INCOME	$	7,167,005		$	7,698,229		$	15,545,221		$	13,827,735

ROYAL PURPLE, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE PERIODS ENDED JUNE 30, 2012 AND 2011

	Common Stock		Additional Paid-in Capital		Retained Earnings			Treasury Stock			Total Stockholders’ Equity
BALANCE AT JANUARY 1, 2011		14,960,000	$	15,105,750	$	24,874,148		$	(109,644	)	$	39,870,254
Stockholders’ distributions		—		—		(15,007,541	)		—			(15,007,541	)
Net income		—		—		13,827,735			—			13,827,735
BALANCE AT JUNE 30, 2011		14,960,000	$	15,105,750	$	23,694,342		$	(109,644	)	$	38,690,448
BALANCE AT JANUARY 1, 2012		14,980,000	$	15,155,550	$	36,795,611		$	(109,644	)	$	51,841,517
Stockholders’ distributions		—		—		(20,000,000	)		—			(20,000,000	)
Net income		—		—		15,545,221			—			15,545,221
BALANCE AT JUNE 30, 2012		14,980,000	$	15,155,550	$	32,340,832		$	(109,644	)	$	47,386,738

ROYAL PURPLE, INC.

STATEMENTS OF CASH FLOWS

	Six Months Ended June 30,
	2012			2011
	(Unaudited)			(Unaudited)
Cash flows from operating activities
Net income	$	15,545,221		$	13,827,735
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		600,005			488,143
Bad debt expense		125,019			5
Change in operating assets and liabilities:
Accounts receivable – trade		(1,262,391	)		(7,785,341	)
Accounts receivable – other		—			49,477
Inventories		(472,591	)		(2,219,727	)
Prepaid expenses		25,353			7,001
Accounts payable		(418,765	)		820,882
Accrued liabilities		1,499,953			4,027,646
Net cash from operating activities		15,641,804			9,215,821
Cash flows from investing activities
Advances (to) from related parties		2,852,355			2,927,044
Net acquisition of property, plant and equipment		(690,130	)		(1,158,972	)
Net cash from investing activities		2,162,225			1,768,072
Cash flows from financing activities
Payments on debt		(3,107,823	)		(3,795,898	)
Repayment of related party debt		(350,000	)		—
Proceeds from long term debt		—			3,985,794
Distributions to stockholders		(20,000,000	)		(15,007,541	)
Net cash from financing activities		(23,457,823	)		(14,817,645	)
Net change in cash and cash equivalents		(5,653,794	)		(3,833,752	)
Cash and cash equivalents, beginning of year		20,013,989			14,428,267
Cash and cash equivalents, end of year	$	14,360,195		$	10,594,515
Supplemental disclosures of cash flow information:
Cash paid for interest expense	$	71,527		$	31,888
Cash paid for taxes	$	674,726		$	357,567

ROYAL PURPLE, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 — NATURE OF OPERATIONS

Royal Purple, Inc. (the “Company”), was formed on January 30, 1989 as a Texas S corporation. On September 1, 2000, the corporation was converted to a limited partnership. On June 29, 2007, the limited partnership was converted back into a Texas S corporation. The Company has filed federal tax returns as an S corporation since 1989, including its years as limited partnership. The Company manufactures, packages, and sells synthetic lubricants throughout the United States and, to a lesser extent, worldwide. The Company’s facilities are located in Porter, Texas.

The unaudited financial statements of the Company as of June 30, 2012 and for the three and six months ended June 30, 2012 and 2011 included herein have been prepared, without audit. Certain information and disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (the “U.S.”) have been condensed or omitted, although the Company believes that the following disclosures are adequate to make the information presented not misleading. These unaudited financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal nature. The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. These unaudited financial statements should be read in conjunction with the Company’s financial statements as of and for the year ended December 31, 2011.

NOTE 2 — NEW AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In October 2012, the FASB issued ASU No. 2012-04,Technical Corrections and Improvements (“ASU 2012-04”). ASU 2012-04 covers a wide range of topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. ASU 2012-04 is effective for fiscal periods beginning after December 15, 2012. The Company is in the process of evaluating the impact of the adoption of ASU 2012-04 on the Company’s financial statements.

In July 2012, the FASB issued ASU No. 2012-02,Intangibles (Topic 350)—Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). ASU 2012-02 permits an entity to first assess qualitative factors to determine if it is more likely than not that the fair value of an indefinite-lived intangible asset is more than its carrying amount. If based on its qualitative assessment an entity concludes it is more likely than not that the fair value of an indefinite-lived intangible asset exceeds its carrying amount, quantitative impairment testing is not required. However, if an entity concludes otherwise, quantitative impairment testing is required. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company is in the process of evaluating the impact of the adoption of ASU 2012-02 on the Company’s financial statements.

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210) –Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). ASU 2011-11 will require entities to disclose information about offsetting and related arrangements to enable financial statement users to understand the effect of such arrangements on the balance sheet. Entities are required to disclose both gross information and net information about financial instruments that are either offset in the balance sheet or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset. ASU 2011-11 is effective for the first reporting period beginning after January 1, 2013 and should be applied retrospectively for any period presented. The Company is in the process of evaluating the impact of the adoption of ASU 2011-11 on the Company’s financial statements.

In June 2011, the FASB issued ASU No. 2011-05,Comprehensive Income (Topic 220): Presentation of Comprehensive Income (“ASU 2011-05”), which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of stockholders’ equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. The Company has no items of comprehensive income.

In May 2011, the FASB issued ASU No. 2011-04,Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS(“ASU 2011-04”). ASU 2011-04 is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments are of two types: (i) those that clarify the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. ASU 2011-04 is effective for the first reporting period (including interim periods) beginning after December 15, 2011. The adoption of ASU 2011-04 did not have a material impact on the Company’s financial statements.

NOTE 3 — ECONOMIC DEPENDENCY

During the current period, five of the Company’s customers accounted for 15% of sales, and approximately 27% of the Company’s business is located in the greater Texas Gulf Coast area. The Company purchases approximately 45% of its raw materials from five major vendors in the hydrocarbon industry. Management does not consider this to be significant due to the large number of alternate suppliers available.

NOTE 4 — SHORT AND LONG-TERM DEBT

During the period from January 1, 2012 to June 30, 2012:

• The Company had short and long-term debt due to various financial institutions, which was fully repaid in the current period in anticipation of the Company’s sale (see Note 6).

NOTE 5 — RELATED PARTY TRANSACTIONS

During the period from January 1, 2012 to June 30, 2012:

• The Company made distributions to its members in the amount of $32,418,508 in accordance with their respective ownership percentages as of July 2, 2012.

• The Company had a demand note payable due to a member in the amount of $350,000, which was fully repaid in the current period.

NOTE 6 — SUBSEQUENT EVENTS

Management has evaluated subsequent events through November 28, 2012, the date which the financial statements were issued.

On July 2, 2012, the Company was converted to a Delaware limited liability company.

On July 3, 2012, Calumet Specialty Products Partners, L.P. (“Calumet”) completed the acquisition of the Company, a Texas corporation which was converted into a Delaware limited liability company at closing, a leading independent formulator and marketer of premium industrial and consumer lubricants to a diverse customer base across several large markets including oil and gas, chemicals and refining, power generation, manufacturing and transportation, food and drug manufacturing and automotive aftermarket for aggregate consideration of approximately $332,646,000.