Exhibit 99.2
CALUMET SPECIALTY PRODUCTS PARTNERS L.P.
MONTANA REFINING COMPANY, INC. ACQUISITION
Index of Financial Statements
Calumet Specialty Products Partners, L.P. unaudited pro forma consolidated financial statements:
| | | | |
Introduction | | | 2 | |
Unaudited pro forma consolidated balance sheet as of September 30, 2012 | | | 3 | |
Unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2012 | | | 4 | |
Unaudited pro forma consolidated statement of operations for the year ended December 31, 2011 | | | 5 | |
Notes to unaudited pro forma consolidated financial statements | | | 6 | |
1
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
INTRODUCTION
Following are the unaudited pro forma consolidated financial statements of Calumet Specialty Products Partners, L.P. (“Calumet”) as of September 30, 2012 and for the year ended December 31, 2011 and for the nine months ended September 30, 2012. The unaudited pro forma consolidated financial statements give effect to the transactions as defined in Note 1 of the Notes to Unaudited Pro Forma Consolidated Financial Statements (the “Transactions”).
The unaudited pro forma consolidated financial statements and accompanying notes should be read together with Calumet’s related historical consolidated financial statements and notes thereto included on Form 10-K for the year ended December 31, 2011 and the Quarterly Report on Form 10-Q for the period ended September 30, 2012 as filed with the Securities and Exchange Commission and Montana’s historical financial statements and notes thereto. The unaudited pro forma consolidated balance sheet and the unaudited pro forma consolidated statements of operations were derived by adjusting the historical consolidated financial statements of Calumet and Montana. These adjustments are based on currently available information and certain estimates and assumptions and, therefore, the actual effects of the Transactions may differ from the effects reflected in the unaudited pro forma consolidated financial statements. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the Transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited consolidated pro forma financial statements.
The unaudited pro forma consolidated financial statements are not necessarily indicative of the consolidated financial condition or results of operations of Calumet had the Transactions actually been completed at the beginning of the period or as of the date specified. Moreover, the unaudited pro forma consolidated financial statements do not project consolidated financial position or results of operations of Calumet for any future period or at any future date.
2
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(In thousands)
| | | | | | | | | | | | | | | | |
| | As of September 30, 2012 | |
| | Calumet Historical | | | Montana Historical(r) | | | Adjustments | | | Pro Forma | |
Assets | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 190,538 | | | $ | 17,228 | | | $ | (203,850 | ) (a) | | $ | — | |
| | | | | | | | | | | 24,801 | (b) | | | | |
| | | | | | | | | | | (28,717 | ) (c) | | | | |
| | | | |
Accounts receivable: | | | | | | | | | | | | | | | | |
Trade | | | 261,142 | | | | 29,319 | | | | — | | | | 290,461 | |
Other | | | 2,999 | | | | 6 | | | | — | | | | 3,005 | |
| | | | | | | | | | | | | | | | |
| | | 264,141 | | | | 29,325 | | | | — | | | | 293,466 | |
Inventories | | | 494,112 | | | | 42,652 | | | | 4,412 | (d) | | | 541,176 | |
Derivative assets | | | — | | | | — | | | | — | | | | — | |
Prepaid expenses and other current assets | | | 10,315 | | | | 25,580 | | | | — | | | | 35,895 | |
Deposits | | | 3,949 | | | | 205 | | | | — | | | | 4,154 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 963,055 | | | | 114,990 | | | | (203,354 | ) | | | 874,691 | |
| | | | |
Property, plant and equipment, net | | | 863,364 | | | | 95,602 | | | | 24,398 | (e) | | | 983,364 | |
Goodwill | | | 161,150 | | | | — | | | | 16,847 | (f) | | | 177,997 | |
Other intangible assets, net | | | 203,752 | | | | — | | | | — | | | | 203,752 | |
Other noncurrent assets, net | | | 47,840 | | | | 888 | | | | — | | | | 48,728 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 2,239,161 | | | $ | 211,480 | | | $ | (162,109 | ) | | $ | 2,288,532 | |
| | | | | | | | | | | | | | | | |
Liabilities and Partners’ Capital | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Accounts payable | | $ | 336,034 | | | $ | 12,671 | | | $ | — | | | $ | 348,705 | |
Accrued interest payable | | | 30,843 | | | | — | | | | — | | | | 30,843 | |
Accrued salaries, wages and benefits | | | 19,507 | | | | 1,193 | | | | — | | | | 20,700 | |
Taxes payable | | | 16,710 | | | | 11,257 | | | | — | | | | 27,967 | |
Other current liabilities | | | 9,202 | | | | 1,892 | | | | — | | | | 11,094 | |
Current portion of long-term debt | | | 783 | | | | — | | | | — | | | | 783 | |
Derivative liabilities | | | 95,802 | | | | — | | | | — | | | | 95,802 | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 508,881 | | | | 27,013 | | | | — | | | | 535,894 | |
Pension and postretirement benefit obligations | | | 18,315 | | | | 557 | | | | — | | | | 18,872 | |
Other long-term liabilities | | | 1,132 | | | | — | | | | — | | | | 1,132 | |
Deferred long-term income taxes | | | — | | | | 23,216 | | | | 5,501 | (g) | | | — | |
| | | | | | | | | | | (28,717 | )(j) | | | | |
Long-term debt, less current portion | | | 862,513 | | | | — | | |
| 24,801
| (b)
| | | 887,314 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 1,390,841 | | | | 50,786 | | | | 1,585 | | | | 1,443,212 | |
Commitments and contingencies: | | | | | | | | | | | | | | | | |
Partners’ capital: | | | | | | | | | | | | | | | | |
Montana total shareholder’s equity | | | — | | | | 160,694 | | | | (160,694 | ) (h) | | | — | |
Limited partners’ interest | | | 877,258 | | | | — | | | | (2,940 | ) (i) | | | 874,318 | |
| | | | | | | | | | | (28,143 | ) (c) | | | | |
| | | | | | | | | | | 28,143 | (j) | | | | |
General partner’s interest | | | 29,740 | | | | — | | | | (60 | ) (i) | | | 29,680 | |
| | | | | | | | | | | (574 | )(c) | | | | |
| | | | | | | | | | | 574 | (j) | | | | |
Accumulated other comprehensive loss | | | (58,678 | ) | | | — | | | | — | | | | (58,678 | ) |
| | | | | | | | | | | | | | | | |
Total partners’ capital | | | 848,320 | | | | 160,694 | | | | (163,694 | ) | | | 845,320 | |
| | | | | | | | | | | | | | | | |
Total liabilities and partners’ capital | | $ | 2,239,161 | | | $ | 211,480 | | | $ | (162,109 | ) | | $ | 2,288,532 | |
| | | | | | | | | | | | | | | | |
See accompanying notes to unaudited pro forma consolidated financial statements.
3
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(dollars and units in thousands except per unit data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, 2012 | |
| | Calumet Historical | | | Royal Purple Historical | | | Royal Purple Adjustments | | | Calumet Pro Forma | | | Montana Historical(r) | | | Montana Adjustments | | | Pro Forma | |
Sales | | $ | 3,436,400 | | | $ | 61,658 | | | $ | (1,483 | )(p) | | $ | 3,496,575 | | | $ | 347,338 | | | $ | — | | | $ | 3,843,913 | |
Cost of sales | | | 3,064,942 | | | | 30,535 | | | | (938 | )(p) | | | 3,094,138 | | | | 290,135 | | | | 1,500 | (o) | | | 3,385,773 | |
| | | | | | | | | | | (401 | )(n) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 371,458 | | | | 31,123 | | | | (144 | ) | | | 402,437 | | | | 57,203 | | | | (1,500 | ) | | | 458,140 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling | | | 26,668 | | | | 9,953 | | | | 10,864 | (l) | | | 47,485 | | | | — | | | | — | | | | 47,485 | |
General and administrative | | | 41,333 | | | | 4,985 | | | | | | | | 46,318 | | | | 5,776 | | | | — | | | | 52,094 | |
Transportation | | | 80,903 | | | | — | | | | — | | | | 80,903 | | | | 6,029 | | | | — | | | | 86,932 | |
Taxes other than income taxes | | | 5,371 | | | | — | | | | — | | | | 5,371 | | | | — | | | | — | | | | 5,371 | |
Insurance recoveries | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Other | | | 4,856 | | | | 462 | | | | — | | | | 5,318 | | | | — | | | | — | | | | 5,318 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating income | | | 212,327 | | | | 15,723 | | | | (11,008 | ) | | | 217,042 | | | | 45,398 | | | | (1,500 | ) | | | 260,940 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | (61,247 | ) | | | (108 | ) | | | (13,092 | )(k) | | | (74,447 | ) | | | (5,128 | ) | | | (1,472 | )(k) | | | (81,047 | ) |
Debt extinguishment costs | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Realized gain on derivative instruments | | | 20,486 | | | | — | | | | — | | | | 20,486 | | | | — | | | | — | | | | 20,486 | |
Unrealized gain (loss) on derivative instruments | | | (11,337 | ) | | | — | | | | — | | | | (11,337 | ) | | | — | | | | — | | | | (11,337 | ) |
Other | | | 382 | | | | 5 | | | | — | | | | 387 | | | | 150 | | | | — | | | | 537 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total other income (expense) | | | (51,716 | ) | | | (103 | ) | | | (13,092 | ) | | | (64,911 | ) | | | (4,978 | ) | | | (1,472 | ) | | | (71,361 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Income before income taxes | | | 160,611 | | | | 15,620 | | | | (24,100 | ) | | | 152,131 | | | | 40,420 | | | | (2,972 | ) | | | 189,579 | |
Income tax expense | | | 610 | | | | 104 | | | | — | | | | 714 | | | | 16,172 | | | | (16,172 | )(q) | | | 714 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 160,001 | | | $ | 15,516 | | | $ | (24,100 | ) | | $ | 151,417 | | | $ | 24,248 | | | $ | 13,200 | | | $ | 188,865 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Allocation of Net Income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 160,001 | | | | | | | | | | | | | | | | | | | | | | | $ | 188,865 | |
General partner’s interest in net income | | | 3,200 | | | | | | | | | | | | | | | | | | | | | | | | 3,777 | |
General partner’s incentive distribution rights | | | 3,256 | | | | | | | | | | | | | | | | | | | | | | | | 3,256 | |
Nonvested share based payments | | | 947 | | | | | | | | | | | | | | | | | | | | | | | | 1,339 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to limited partners | | $ | 152,598 | | | | | | | | | | | | | | | | | | | | | | | $ | 180,493 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Weighted average limited | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
partner units outstanding basic and diluted | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 54,827 | | | | | | | | | | | | | | | | | | | | | | | | 57,718 | |
Diluted | | | 54,867 | | | | | | | | | | | | | | | | | | | | | | | | 57,758 | |
| | | | | | | |
Limited partners’ interest basic and diluted net income per unit | | $ | 2.78 | | | | | | | | | | | | | | | | | | | | | | | $ | 3.12 | |
Cash distribution declared per limited partner interest | | $ | 1.68 | | | | | | | | | | | | | | | | | | | | | | | $ | 1.68 | |
See accompanying notes to unaudited pro forma consolidated financial statements.
4
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(dollars and units in thousands except per unit data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2011 | |
| | Calumet Historical | | | Debt Refinancing | | | Superior Historical | | | Superior Adjustments | | | Royal Purple Historical | | | Royal Purple Adjustments | | | Calumet Pro Forma | | | Montana Historical(r) | | | Montana Adjustments | | | Pro Forma | |
Sales | | $ | 3,134,923 | | | $ | — | | | $ | 1,116,557 | | | | — | | | $ | 109,504 | | | $ | (3,255 | )(p) | | $ | 4,357,729 | | | $ | 446,799 | | | | — | | | $ | 4,804,528 | |
Cost of sales | | | 2,860,793 | | | | — | | | | 1,016,398 | | | | 2,252 | (m) | | | 55,340 | | | | (2,032 | )(p) | | | | | | | 401,898 | | | | 2,000 | (o) | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (472 | )(n) | | | 3,932,279 | | | | | | | | | | | | 4,336,177 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 274,130 | | | | — | | | | 100,159 | | | | (2,252 | ) | | | 54,164 | | | | (751 | ) | | | 425,450 | | | | 44,901 | | | | (2,000 | ) | | | 468,351 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling | | | 12,237 | | | | — | | | | — | | | | — | | | | 18,761 | | | | 20,300 | (l) | | | 51,298 | | | | — | | | | — | | | | 51,298 | |
General and administrative | | | 38,599 | | | | — | | | | 11,973 | | | | — | | | | 7,164 | | | | — | | | | 57,736 | | | | 4,426 | | | | — | | | | 62,162 | |
Transportation | | | 94,187 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 94,187 | | | | 12,474 | | | | — | | | | 106,661 | |
Taxes other than income taxes | | | 5,661 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,661 | | | | — | | | | — | | | | 5,661 | |
Insurance Recoveries | | | (8,698 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (8,698 | ) | | | — | | | | — | | | | (8,698 | ) |
Other | | | 6,852 | | | | — | | | | — | | | | — | | | | 980 | | | | — | | | | 7,832 | | | | — | | | | — | | | | 7,832 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating income | | | 125,292 | | | | — | | | | 88,186 | | | | (2,252 | ) | | | 27,259 | | | | (21,051 | ) | | | 217,434 | | | | 28,001 | | | | (2,000 | ) | | | 243,435 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense | | | (48,747 | ) | | | (6,000 | )(k) | | | — | | | | (17,000 | )(k) | | | (184 | ) | | | (25,816 | )(k) | | | (97,747 | ) | | | (8,633 | ) | | | (267 | )(k) | | | (106,647 | ) |
Debt extinguishment costs | | | (15,130 | ) | | | — | | | | — | | | | — | | | | — | | | | | | | | (15,130 | ) | | | — | | | | — | | | | (15,130 | ) |
Realized loss on derivative instruments | | | (7,909 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (7,909 | ) | | | — | | | | — | | | | (7,909 | ) |
Unrealized gain (loss) on derivative instruments | | | (10,383 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (10,383 | ) | | | — | | | | — | | | | (10,383 | ) |
Other | | | 842 | | | | — | | | | 651 | | | | — | | | | 16 | | | | — | | | | 1,509 | | | | (670 | ) | | | — | | | | 839 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total other income (expense) | | | (81,327 | ) | | | (6,000 | ) | | | 651 | | | | (17,000 | ) | | | (168 | ) | | | (25,816 | ) | | | (129,660 | ) | | | (9,303 | ) | | | (267 | ) | | | (139,230 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income before income taxes | | | 43,965 | | | | (6,000 | ) | | | 88,837 | | | | (19,252 | ) | | | 27,091 | | | | (46,867 | ) | | | 87,774 | | | | 18,698 | | | | (2,267 | ) | | | 104,205 | |
Income tax expense | | | 929 | | | | | | | | 31,981 | | | | (31,981 | )(q) | | | 162 | | | | — | | | | 1,091 | | | | 10,297 | | | | (10,297 | )(q) | | | 1,091 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 43,036 | | | $ | (6,000 | ) | | $ | 56,856 | | | $ | 12,729 | | | $ | 26,929 | | | $ | (46,867 | ) | | $ | 86,683 | | | $ | 8,401 | | | $ | 8,030 | | | $ | 103,114 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of Net Income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 43,036 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 103,114 | |
General partner’s interest in net income | | | 861 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,062 | |
General partner’s incentive distribution rights | | | 322 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 322 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to limited partners | | $ | 41,853 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 100,730 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average limited partner units outstanding basic and diluted | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 42,599 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 57,672 | |
Diluted | | | 42,644 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 57,717 | |
Limited partner’s interest basic and diluted net income per unit | | $ | 0.98 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 1.75 | |
Cash distribution declared per limited partner interest | | $ | 2.00 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 2.00 | |
See accompanying notes to unaudited pro forma consolidated financial statements.
5
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The historical financial information as of September 30, 2012 is derived from the historical unaudited consolidated financial statements of Calumet and Montana Refining Company, Inc. (“Montana”). The pro forma adjustments described below (collectively, the “Transactions”) have been prepared as if the Transactions described in these footnotes had taken place on September 30, 2012, in the case of the pro forma balance sheet or as of January 1, 2011, in the case of the pro forma statements of operations for the year ended December 31, 2011 and the nine months ended September 30, 2012.
Assumptions and estimates underlying the pro forma adjustments are described in the notes below, which should be read in conjunction with the pro forma financial statements. Since the pro forma financial statements have been prepared based upon preliminary estimates and assumptions, the final amounts recorded may differ materially from the information presented. These estimates and assumptions are subject to change pending further review of the assets to be acquired and liabilities to be assumed, and as additional information becomes available. The final purchase price allocation will be determined upon finalization of working capital and the final amounts recorded may differ materially from the information presented.
The unaudited pro forma consolidated balance sheet reflects the following Transactions:
| • | | the acquisition by Calumet of Montana on October 1, 2012 for total cash paid of $203.9 million, including expenses of $3.0 million; and |
| • | | the payment of federal and state income taxes in order to convert Montana from a taxable corporation to a partnership. |
The unaudited pro forma consolidated statement of operations reflects the following Transactions:
| • | | the acquisition by Calumet of Montana on October 1, 2012; |
| • | | the acquisition of Royal Purple by Calumet on July 3, 2012; |
| • | | the sale by Calumet of $275 million of 9 5/8% senior notes due 2020 on June 29, 2012; |
| • | | the sale by Calumet of 6,000,000 common units to the public in its May 8, 2012 offering; |
| • | | the acquisition of Superior by Calumet on September 30, 2011; |
| • | | the sale by Calumet of 11,000,000 common units to the public in its September 8, 2011 offering and the related portion of the underwriter’s overallotment option of 750,000 common units on October 13, 2011; |
| • | | the sale by Calumet of $200 million of 9 3/8% senior notes due 2019 on September 19, 2011; |
| • | | the sale by Calumet of $400 million of 9 3/8% senior notes due 2019 on April 21, 2011 and related extinguishment of the senior secured first lien term loan; |
| • | | the sale by Calumet of 4,500,000 common units to the public in its February 24, 2011 offering; |
| • | | the payment of estimated underwriting commissions, offering expenses and acquisition expenses; and |
| • | | the completion of the amended and restated senior secured revolving credit agreement entered into on June 24, 2011 by Calumet including changes in borrowings related to the Transactions. |
6
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Note 2. Pro Forma Adjustments and Assumptions
(a) Reflects the estimated aggregate cash paid by Calumet of $203.9 million for the acquisition of Montana including acquisition expenses of $3.0 million.
(b) Reflects an increase of $24.8 million in borrowings under the amended and restated senior secured credit facility in order to fund a portion of the Montana acquisition and fund the payment of federal and state income taxes upon converting Montana from a taxable corporation to a partnership.
(c) Reflects adjustments to recognize the tax payment of $28.7 million to liquidate the Montana corporation as it was converted to a partnership.
(d) Reflects an adjustment to record Montana’s inventories at fair value. The preliminary estimated fair value of Montana’s inventories was $47.1 million at September 30, 2012 compared to a carrying value of $42.7 million resulting in a total increase to inventories of $4.4 million.
(e) Reflects an adjustment to record Montana’s property, plant and equipment at fair value. The preliminary estimated fair value of acquired property, plant and equipment was $120.0 million at September 30, 2012 compared to a carrying value of $95.6 million resulting in a total increase to property, plant and equipment of $24.4 million.
(f) Reflects the goodwill arising from the Montana acquisition. Goodwill was determined as follows (in millions):
| | | | |
Estimated Montana purchase price (excluding acquisition expenses) | | $ | 200.9 | |
Cash acquired | | | (17.2 | ) |
| | | | |
Estimated Montana purchase price, net cash acquired | | $ | 183.7 | |
| | | | |
Less: | | | | |
Fair value of liabilities assumed | | $ | (56.3 | ) |
Fair value of identifiable assets acquired | | | 223.2 | |
| | | | |
Goodwill arising from the transaction | | $ | 16.8 | |
| | | | |
(g) Reflects adjustment to record deferred tax liability at the date of acquisition. Montana was purchased as a corporation resulting in a difference between the revised asset basis and the historical tax basis of $72.9 million. Based on an effective tax rate of 39%, a deferred tax liability of $28.7 million was recorded.
(h) Reflects elimination of Montana’s historical total stockholder’s equity balance.
(i) Reflects an adjustment related to estimated Montana acquisition costs of $3.0 million.
(j) Reflects adjustments to remove the deferred tax liability recorded as of the acquisition date as a result of the conversion of Montana from a corporation to a partnership subsequent to the acquisition date.
(k) Reflects net change in interest expense as a result of (i) the sale by Calumet on April 21, 2011 of the 2019 Senior Notes and related extinguishment of the senior secured first lien term loan; (ii) completion of the amended and restated senior secured revolving credit facility on June 24, 2011 by Calumet; (iii) the sale by Calumet on September 12, 2011 of the 2019 Senior Notes and additional borrowings under the amended and restated senior secured revolving credit facility on September 30, 2011 to fund the Superior acquisition; (iv) the sale by Calumet on June 29, 2012 of the 2020 Senior Notes and repayment of borrowings under the amended and restated senior secured revolving credit facility in May 2012; and (v) additional borrowings under the amended and restated senior secured revolving credit facility to fund the acquisition of Montana and income tax payments as described in note (c) of the Notes to Unaudited Pro Forma Consolidated Financial Statements.
7
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The individual components of the net change in interest expense are as follows (in millions):
| | | | | | | | |
| | September 30, 2012 | | | December 31, 2011 | |
Interest expense as reported by Calumet | | $ | 61.2 | | | $ | 48.7 | |
Interest expense as reported by Superior | | | — | | | | — | |
| | | | | | | | |
Total historical interest expense | | $ | 61.2 | | | $ | 48.7 | |
| | | | | | | | |
| | |
Removal of prior long-term debt interest expense due to extinguishment of senior secured first lien term loan | | $ | — | | | $ | (7.5 | ) |
Pro forma interest expense associated with the 2019 Senior Notes sold on April 21, 2011 | | | — | | | | 11.7 | |
| | | | | | | | |
Adjustment to interest expense due to issuance of 2019 Senior Notes | | $ | — | | | $ | 4.2 | |
| | | | | | | | |
| | |
Removal of prior long-term debt interest expense from the senior secured revolving credit agreement | | $ | — | | | $ | (2.5 | ) |
| | |
Pro forma interest expense under the amended and restated senior secured revolving credit facility | | | — | | | | 4.3 | |
| | | | | | | | |
Adjustment to interest expense due to the amended and restated senior secured revolving credit facility | | $ | — | | | $ | 1.8 | |
| | | | | | | | |
Debt refinancing adjustment | | $ | — | | | $ | 6.0 | |
| | | | | | | | |
| | |
Pro forma interest expense associated with the 2019 Senior Notes sold on September 8, 2011 | | $ | — | | | $ | 14.0 | |
| | |
Pro forma interest expense associated with additional borrowings under the amended and restated senior secured revolving credit facility | | | — | | | | 3.0 | |
| | | | | | | | |
Adjustment to interest expense for debt issued related to Superior acquisition | | $ | — | | | $ | 17.0 | |
| | | | | | | | |
| | |
Interest expense as reported by Royal Purple | | $ | 0.1 | | | $ | 0.2 | |
| | |
| | | | | | | | |
Removal of historical interest expense | | | (0.1 | ) | | | (0.2 | ) |
| | |
Adjustment to interest expense for reduction in revolving line of credit. | | | (0.6 | ) | | | (1.5 | ) |
Pro forma interest expense associated with the 2020 Senior Notes. | | | 13.8 | | | | 27.5 | |
| | | | | | | | |
Adjustment to interest expense for debt issued related to Royal Purple acquisition | | $ | 13.1 | | | $ | 25.8 | |
| | | | | | | | |
Total Calumet pro forma adjusted interest expense | | $ | 74.4 | | | $ | 97.7 | |
| | | | | | | | |
Interest expense as reported by Montana Refining Company | | $ | 5.1 | | | $ | 8.6 | |
| | | | | | | | |
| | |
Removal of historical interest expense | | | (5.1 | ) | | | (8.6 | ) |
| | |
Pro forma interest expense associated with additional borrowings under the amended and restated senior secured revolving credit facility | | | 6.6 | | | | 8.9 | |
| | | | | | | | |
Adjustment to interest expense for debt related to Montana acquisition | | $ | 1.5 | | | $ | 0.3 | |
| | | | | | | | |
Total Pro forma adjusted interest expense | | $ | 81.0 | | | $ | 106.6 | |
| | | | | | | | |
(l) Reflects an adjustment to amortization resulting from recording Royal Purple’s intangible assets
(m) Reflects the adjustments to depreciation expense resulting from recording Superior’s fixed assets at their estimated fair value.
(n) Reflects the adjustments to depreciation expense resulting from recording Royal Purple’s fixed assets at their estimated fair value.
(o) Reflects the adjustments to depreciation expense resulting from recording Montana’s fixed assets at their estimated fair value.
(p) Reflects an adjustment to eliminate intercompany sales (and related cost of sales) from Calumet to Royal Purple.
(q) Reflects an adjustment to eliminate Montana and Superior’s income tax expense. Calumet, as a partnership, is generally not liable for income taxes on its earnings.
(r) Certain reclassifications have been made in the historical Montana financial statements to conform to Calumet’s financial statement presentation. These reclassifications have no impact on net income or partner’s capital.
8
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | | | |
| | September 30, 2012 | |
| | As Reported | | | Reclassifications | | | Montana Historical | |
| | (In thousands, except share data) | |
Assets | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 17,228 | | | $ | — | | | $ | 17,228 | |
Accounts receivable, less allowance for doubtful accounts of $0 | | | 29,325 | | | | (29,325 | ) | | | — | |
Accounts receivable: | | | | | | | | | | | — | |
Trade | | | — | | | | 29,319 | | | | 29,319 | |
Other | | | — | | | | 6 | | | | 6 | |
Inventories | | | 42,652 | | | | — | | | | 42,652 | |
Other current assets | | | 25,785 | | | | (25,785 | ) | | | — | |
Prepaid expenses and other current assets | | | — | | | | 25,580 | | | | 25,580 | |
Deposits | | | — | | | | 205 | | | | 205 | |
| | | | | | | | | | | | |
Total current assets | | | 114,990 | | | | — | | | | 114,990 | |
| | | | | | | | | | | | |
| | | |
Property, plant and equipment, net | | | 95,602 | | | | — | | | | 95,602 | |
| | | |
Other noncurrent assets, net | | | 888 | | | | — | | | | 888 | |
| | | | | | | | | | | | |
Total assets | | $ | 211,480 | | | $ | — | | | $ | 211,480 | |
| | | | | | | | | | | | |
Liabilities and shareholder’s equity | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | |
Accounts payable | | $ | 15,756 | | | $ | (3,085 | ) | | $ | 12,671 | |
Accrued salaries, wages and benefits | | | — | | | | 1,193 | | | | 1,193 | |
Other current liabilities | | | | | | | 1,892 | | | | 1,892 | |
Taxes payable | | | 11,257 | | | | — | | | | 11,257 | |
| | | | | | | | | | | | |
Total current liabilities | | | 27,013 | | | | — | | | | 27,013 | |
| | | | | | | | | | | | |
| | | |
Retirement benefit obligation | | | 557 | | | | — | | | | 557 | |
Deferred income taxes | | | 23,216 | | | | — | | | | 23,216 | |
| | | | | | | | | | | | |
Total liabilities | | | 50,786 | | | | — | | | | 50,786 | |
| | | |
Shareholder’s equity | | | | | | | | | | | | |
Common stock - $0.01 par value; unlimited shares authorized; 173 shares issued and outstanding | | | 84,932 | | | | (84,932 | ) | | | — | |
Additional paid-in capital | | | 21,849 | | | | (21,849 | ) | | | — | |
Retained earnings | | | 54,825 | | | | (54,825 | ) | | | — | |
Accumulated other comprehensive loss | | | (912 | ) | | | 912 | | | | — | |
| | | | | | | | | | | | |
Total shareholder’s equity | | | 160,694 | | | | (160,694 | ) | | | — | |
Montana total shareholder’s equity | | | — | | | | 160,694 | | | | 160,694 | |
| | | | | | | | | | | | |
| | | 160,694 | | | | — | | | | 160,694 | |
| | | | | | | | | | | | |
Total liabilities and shareholder’s equity | | $ | 211,480 | | | $ | — | | | $ | 211,480 | |
| | | | | | | | | | | | |
9
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | | | |
| | Nine months ended September 30, 2012 | |
| | As Reported | | | Reclassifications | | | Montana Historical | |
| | | | | (In thousands) | | | | |
Sales | | $ | 347,338 | | | $ | — | | | $ | 347,338 | |
Interest and other income | | | 156 | | | | (156 | ) | | | — | |
Cost of sales | | | — | | | | 290,135 | | | | 290,135 | |
| | | | | | | | | | | | |
Gross profit | | | 347,494 | | | | (290,291 | ) | | | 57,203 | |
| | | |
Expenses: | | | | | | | | | | | | |
Costs of products sold | | | 259,925 | | | | (259,925 | ) | | | — | |
Operating | | | 30,210 | | | | (30,210 | ) | | | — | |
Transportation and handling | | | 6,029 | | | | (6,029 | ) | | | — | |
General and administrative | | | 5,776 | | | | (5,776 | ) | | | — | |
Interest expense | | | 5,284 | | | | (5,284 | ) | | | — | |
Foreign exchange loss (gain) | | | (150 | ) | | | 150 | | | | — | |
| | | | | | | | | | | | |
Total costs and expenses | | | 307,074 | | | | (307,074 | ) | | | — | |
| | | | | | | | | | | | |
Operating costs and expenses: | | | | | | | | | | | | |
General and administrative | | | — | | | | 5,776 | | | | 5,776 | |
Transportation | | | — | | | | 6,029 | | | | 6,029 | |
Taxes other than income taxes | | | — | | | | — | | | | — | |
Insurance recoveries | | | — | | | | — | | | | — | |
Other | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Operating income | | | 40,420 | | | | 4,978 | | | | 45,398 | |
| | | |
Other income (expense): | | | | | | | | | | | | |
Interest expense | | | — | | | | (5,128 | ) | | | (5,128 | ) |
Debt Extinguishment costs | | | — | | | | — | | | | — | |
Realized gain (loss) on derivative instruments | | | — | | | | — | | | | — | |
Unrealized gain (loss) on derivative instruments | | | — | | | | — | | | | — | |
Other | | | — | | | | 150 | | | | 150 | |
| | | | | | | | | | | | |
Total other income (expense) | | | — | | | | (4,978 | ) | | | (4,978 | ) |
| | | |
Net income before income taxes | | | 40,420 | | | | — | | | | 40,420 | |
| | | |
Income tax expense | | | 16,172 | | | | — | | | | 16,172 | |
| | | | | | | | | | | | |
Net income | | $ | 24,248 | | | $ | — | | | $ | 24,248 | |
| | | | | | | | | | | | |
10
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
| | | | | | | | | | | | |
| | Twelve months ended December 31, 2011 | |
| | As Reported | | | Reclassifications | | | Montana Historical | |
| | | | | (In thousands) | | | | |
Sales | | $ | 446,799 | | | $ | — | | | $ | 446,799 | |
Interest and other income | | | 140 | | | | (140 | ) | | | — | |
Cost of sales | | | — | | | | 401,898 | | | | 401,898 | |
| | | | | | | | | | | | |
Gross profit | | | 446,939 | | | | (402,038 | ) | | | 44,901 | |
| | | |
Expenses: | | | | | | | | | | | | |
Costs of products sold | | | 362,995 | | | | (362,995 | ) | | | — | |
Operating | | | 38,903 | | | | (38,903 | ) | | | — | |
Transportation and handling | | | 12,474 | | | | (12,474 | ) | | | — | |
General and administrative | | | 4,426 | | | | (4,426 | ) | | | — | |
Interest expense | | | 8,773 | | | | (8,773 | ) | | | — | |
Foreign exchange loss (gain) | | | 670 | | | | (670 | ) | | | — | |
| | | | | | | | | | | | |
Total costs and expenses | | | 428,241 | | | | (428,241 | ) | | | — | |
| | | | | | | | | | | | |
| | | |
Operating costs and expenses: | | | | | | | | | | | | |
General and administrative | | | — | | | | 4,426 | | | | 4,426 | |
Transportation | | | — | | | | 12,474 | | | | 12,474 | |
Taxes other than income taxes | | | — | | | | — | | | | — | |
Insurance recoveries | | | — | | | | — | | | | — | |
Other | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Operating income | | | 18,698 | | | | 9,303 | | | | 28,001 | |
| | | |
Other income (expense): | | | | | | | | | | | | |
Interest expense | | | — | | | | (8,633 | ) | | | (8,633 | ) |
Debt Extinguishment costs | | | — | | | | — | | | | — | |
Realized gain (loss) on derivative instruments | | | — | | | | — | | | | — | |
Unrealized gain (loss) on derivative instruments | | | — | | | | — | | | | — | |
Other | | | — | | | | (670 | ) | | | (670 | ) |
| | | | | | | | | | | | |
Total other income (expense) | | | — | | | | (9,303 | ) | | | (9,303 | ) |
| | | |
Net income before income taxes | | | 18,698 | | | | — | | | | 18,698 | |
| | | |
Income tax expense | | | 10,297 | | | | — | | | | 10,297 | |
| | | | | | | | | | | | |
Net income | | $ | 8,401 | | | $ | — | | | $ | 8,401 | |
| | | | | | | | | | | | |
11
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Note 3. Pro Forma Net Income (Loss) Per Unit
Pro forma net income (loss) per unit is determined by dividing the pro forma net income (loss) available to the limited partners’ interest, after deducting the general partner’s interest in the pro forma net income (loss), by the weighted average number of limited partner units expected to be outstanding at the closing of the offering. For purposes of the calculation of pro forma net income (loss) per limited partner unit, it was assumed that the number of common units outstanding was increased by 22,250,000 for all periods since January 1, 2011, which reflect the sale of 4,500,000 common units on February 24, 2011, the sale of 11,000,000 common units on September 12, 2011, a portion of the underwriters’ overallotment option of 750,000 common units on October 13, 2011 and the sale of 6,000,000 common units on May 9, 2012.
12