Business Context and Reporting Period
Company: Calumet, Inc. (CLMT)
Filing Type: Form 8-K (Current Report)
Date of Report: November 3, 2025
Subject: Non-reliance on previously issued financial statements for the periods ended March 31, 2025, and June 30, 2025, due to a material weakness in internal controls.
Key Financial Metrics and Impact
The filing addresses a misclassification error in the statements of cash flows. The error involved debt extinguishment costs and inventory financing arrangements. There was no impact on revenue, net income (loss), or cash and cash equivalents.
| Period | Previously Reported Operating Cash Flow | Previously Reported Financing Cash Flow | Adjusted Operating Cash Flow | Adjusted Financing Cash Flow |
|---|---|---|---|---|
| Three Months Ended March 31, 2025 | ($110.6) million | $190.3 million | ($29.3) million | $109.0 million |
| Six Months Ended June 30, 2025 | ($108.0) million | $188.5 million | ($31.1) million | $111.6 million |
Note: Negative values indicate net cash used.
Material Changes and Restatement Details
- Nature of Error: Misclassification of approximately $81.3 million (Q1) and $76.9 million (H1) between operating and financing activities.
- Correction: Operating cash flows will be adjusted upward (less negative), and financing cash flows will be adjusted downward by the same amounts.
- Scope: The error originated from a newly identified material weakness in the preparation and review of cash flow statements.
- Future Impact: The estimated impact could change if further review identifies additional errors.
Management Commentary, Risks, and Outlook
- Internal Controls: Management concluded that disclosure controls and procedures were ineffective as of March 31, 2025, and June 30, 2025, due to the material weakness.
- Non-Reliance: Investors should not rely on any previously issued reports, press releases, or presentations regarding cash flows for the Non-Reliance Periods.
- Next Steps: The Company intends to restate financial statements and file amended Form 10-Q reports as soon as practicable.
- Auditor Involvement: Management and the Audit Committee have discussed these matters with the independent auditor, Grant Thornton LLP.
Investor Verification Checklist
- Verify the filing of amended Form 10-Q reports for Q1 and Q2 2025 to confirm final restated cash flow figures.
- Monitor future filings for updates on the remediation plan for the identified material weakness in internal controls.
- Review subsequent earnings releases to ensure they explicitly reference the restated cash flow data rather than historical figures.
- Confirm that the error remains isolated to cash flow classification and does not affect liquidity ratios or debt covenant compliance based on cash and cash equivalents balances.