RNS Number:9570M
FutureFuel Corp
01 February 2008
FutureFuel Corp.
("FutureFuel" or the "Company")
First Half 2007 Financial Results
FutureFuel, through its wholly owned subsidiary FutureFuel Chemical Company
("FutureFuel Chemical"), is a leading producer and marketer of alternative fuels
in the United States as well as a specialty chemicals manufacturer. The Company
is pleased to present its consolidated financial results for the first half of
2007, including its consolidated balance sheets as of June 30, 2007 and December
31, 2006 and its consolidated statements of operations and statements of cash
flows for the six months ended June 30, 2007 and 2006.
Notes on the Presentation of Financial Information
*On July 21, 2006, Viceroy Acquisition Corporation ("Viceroy"), now known
as FutureFuel Corp., entered into an acquisition agreement with Eastman
Chemical Company ("Eastman Chemical") to purchase all of the issued and
outstanding stock of Eastman SE, Inc. ("Eastman SE"), an entity created by
Eastman Chemical for purposes of effecting a sale of Eastman Chemical's
manufacturing facility in Batesville, Arkansas (the "Batesville Plant"). On
October 27, 2006, a special meeting of the shareholders of Viceroy was held
and the acquisition of Eastman SE was approved by the shareholders. On
October 31, 2006, Viceroy acquired all of the issued and outstanding shares
of Eastman SE from Eastman Chemical. After purchase price adjustments to
date, a price of approximately $71.0 million was paid for the stock of
Eastman SE. Immediately subsequent to the acquisition, Viceroy changed its
name to FutureFuel Corp. and Eastman SE changed its name to FutureFuel
Chemical Company.
*For purposes of preparing its financial statements, the Company initially
accounted for the acquisition of FutureFuel Chemical as a reverse
acquisition and did not apply purchase accounting to the transaction.
FutureFuel announced its 2006 preliminary results on April 24, 2007.
*The Company filed a registration statement on Form 10 with the U.S.
Securities and Exchange Commission ("SEC") on April 24, 2007. The
consolidated financial statements included in FutureFuel's April 24, 2007
preliminary results were included in this registration statement. This Form
10 registration statement along with the consolidated financial statements
of FutureFuel and the financial statements of Viceroy were subject to review
by the SEC.
*On July 26, 2007, following a special meeting of the audit committee of
the Company's board of directors, and as a result of SEC comments,
FutureFuel announced that its previously issued financial statements for
2006 would require restatement to apply purchase accounting to the
acquisition of FutureFuel Chemical and should not be relied upon. Trading of
FutureFuel's shares on AIM has been suspended since the date of this
announcement. On September 25, 2007 the Company further announced that it
would not, for the same reasons, be able to publish its interim results for
the six months ended June 30, 2007 by September 30 as required under AIM
Rules and would release these results as soon as practical.
*On December 28, 2007, FutureFuel filed its restated 2006 financial
results with AIM. Trading of the Company's shares on AIM has remained
suspended pending the release of financial results for the first half of
2007.
*On the basis of the release of this announcement it is expected that the
trading of the Company's shares on AIM will resume today, January 31, 2008.
*As the acquisition of Eastman SE has been accounted for utilizing
purchase accounting, the historical financial results of Eastman SE
occurring before November 1, 2006 are not included within FutureFuel's
historical financial statements. In order to provide a more meaningful
presentation of the financial information within this announcement, the
financial data presented herein represents the consolidated results of
operations and cash flows for the six months ended June 30, 2006 for
FutureFuel combined with the results of operations and cash flows of Eastman
SE for the same period. The Company's consolidated financial statements and
notes thereto, as well as the "carve-out" financial statements of FutureFuel
Chemical and notes thereto, are included at the end of this announcement.
Below follows the corporate and financial, operational and post period
highlights associated with the first half of 2007:
Corporate & Financial Highlights
*Completed build-out of its information technology, procurement, finance
and accounting functions and terminated the Transition Services Agreement
that was in place with Eastman Chemical in March 2007, several months
earlier than originally planned
*Entered into a $50 million credit agreement with Regions Bank in March
2007; the loan is a revolving credit facility, proceeds of which may be used
for working capital, capital expenditures and general corporate purposes
*Revenues of $79.1 million (2006; $69.8 million)
*EBITDA of $2.0 million (2006; $4.5 million)
*Cash and cash equivalents of $62.9 million (December 31, 2006; $63.1
million)
*Net working capital of $91.8 million (December 31,2006; $97.1 million)
*Book value of $162.0 million (December 31, 2006; $161.2 million)
Operational Highlights
*Experienced increased biodiesel demand during late spring and into
summer; operated our continuous production line near capacity during late
May and early June
*Biodiesel production capacity at June 30, 2007 of 24 million gallons per
year; capacity expansion approved during second quarter of 2007 to expand
capacity by an additional 35 million gallons per year by the second half of
2008
*Continued progress on construction of core infrastructure expansion
projects at FutureFuel Chemical's plant site in Batesville, Arkansas
*Addition of methanol recovery and feedstock pretreatment capabilities
*Construction of additional on-site storage to support increased
movements of feedstocks, methanol, glycerin and biodiesel
*Expansion of on-site rail siding and railcar loading and unloading
facilities
*Addition of off-site storage/thruput in Little Rock, Arkansas, in
Memphis, Tennessee, and in Port Allen, Louisiana
*Procurement of railcars
*Continued steady demand for all specialty and performance chemicals,
providing sustainable cash flow generation to support biodiesel capacity and
infrastructure expansion capital projects
*Successfully passed along selective price increases to recoup higher raw
material prices
Post-Period Highlights
*Reached agreements with several new custom chemical customers on projects
that are expected to generate in excess of $10 million combined revenues
annually
Chairman's Statement
The first half of 2007 can best be characterized as a transitional period for
FutureFuel. Our management and employees devoted a significant portion of their
time and energy towards the build out of corporate functions previously provided
by Eastman Chemical Company and even more so towards cost cutting and gains in
efficiency. We also implemented the first of a series of organizational changes,
all of which were designed to create a flatter, less bureaucratic reporting
structure. Our employees have responded well to the transition, bringing energy
and enthusiasm to the job of establishing a lean organization that can both
remain competitive in existing markets while simultaneously responding quickly
to opportunities for growth.
Overall the Company performed in line with expectations during the first half of
2007. We experienced light demand from several major customers during the first
two months of the year, but by March we began to see strength across the entire
business, and by the end of the second quarter this increased demand had mostly
offset the weak start to the year. Revenues for the first half of 2007 increased
13% over the same period of 2006, from $69.8 million to $79.1 million. The
majority of this increase was attributable to biodiesel, where revenues
increased over 200%. Our chemical operations contributed moderately to the
revenue gains and performed roughly in line with expectations, posting a 5%
revenue increase, from $67.0 million to $70.1 million.
In the chemicals segment we solidified our relationships with major long
standing customers, ensuring each of these customers understood that the new
organization would maintain a focus on the chemical industry. In fact, in most
cases we believe these relationships have been improved by the flexibility and
fast response our employees are able to provide in our new structure. And
encouraging results from change have not been limited to existing customers; we
witnessed a resurgence of new specialty chemical projects during the first half
of 2007.
The biodiesel industry has continued its rapid, and volatile, evolution. Front
month heating oil futures increased 25.2% during the first half of 2007 and both
diesel and biodiesel prices followed suit. However, feedstock prices tracked
these increases closely and production margins remained thin during the period.
In fact, the increase in front month soybean oil futures during the first half
of 2007 exactly matched the rise in heating oil prices at 25.2%. We continue to
see biodiesel gain acceptance in the petroleum industry, and this was
particularly true as we entered the summer season. A center point of our
biodiesel strategy is to produce as close to capacity as possible year round and
utilize our on- and off-site storage to accumulate product during periods of
weak demand. This strategy worked well during the first half of 2007. When our
new tank farm comes online early in 2008 we will have even more storage capacity
and greater flexibility.
While FutureFuel has made solid progress in its biodiesel business, the industry
as a whole is in turmoil. We believe producers that are limited to soybean oil
as feedstock or that are not advantaged on production costs and logistical
capabilities will likely be unable to survive through near term volatility.
FutureFuel closed the first half of 2007 with $62.9 million in cash and
equivalents and as we enter 2008 we will be looking for opportunities to put
some of this capital to work, particularly in distressed situations.
On a final note, I greatly appreciate the patience of our investor base over the
past six months as we worked through the restatement of previously issued
financial results. I understand your frustration with the lack of current
financial information. I can assure you that we have worked as expeditiously as
possible to complete the restatement and that, while the restatement received
the utmost priority, we were also careful to ensure that there was no
detrimental impact to our underlying business.
Paul A. Novelly
Chairman
Chief Executive Officer's Review
General Description of FutureFuel Chemical and Background of the Acquisition
FutureFuel Chemical owns approximately 2,200 acres of land six miles southeast
of Batesville in north central Arkansas fronting the White River. Approximately
500 acres of the site are occupied with batch and continuous manufacturing
facilities, laboratories and infrastructure, including on-site liquid waste
treatment. The plant is staffed by approximately 460 non-union employees.
The Batesville Plant was constructed by Eastman Kodak Company in 1977, initially
to produce proprietary photographic chemicals. Over the past 30 years the
plant's business scope was broadened to include certain specialty chemicals for
Eastman Chemical and, after Eastman Chemical split from Eastman Kodak Company in
1994, a more diverse portfolio of fine chemicals and organic chemical
intermediates used in a variety of end markets, including paints and coatings,
plastics and polymers, pharmaceuticals, food supplements, household detergents
and agricultural products.
In mid 2005, Eastman Chemical decided that specialty chemicals would no longer
be a core business and that it would seek to divest the Batesville Plant. Around
this same time, plant management began to actively pursue new businesses in
which to focus their manufacturing capabilities. Recognizing that the plant was
suited relative to geography and capabilities to manufacture products for the
emerging alternative fuels markets, management launched a local biobased
products platform in early 2005. With minimal capital expenditures, and using
local technical resources, the management team was able to initiate biodiesel
batch production in October 2005 at a capacity of 3 million gallons per year.
Entry into the biofuels business was accomplished with excess plant capacity and
without any reduction in production of specialty chemicals.
FutureFuel was organized in late 2005 to pursue business combinations with
target businesses engaged in the oil and gas industry. We began discussions with
Eastman Chemical in June 2006, at which time the Batesville Plant had
commercialized biodiesel and was capable of producing approximately 9 million
gallons of biodiesel per year by batch processing. Upon completion of the
acquisition of FutureFuel Chemical on October 31, 2006, the plant had increased
biodiesel capacity to 24 million gallons per year.
Plan of Operation and Growth Strategy for the Company
Our strategy in relation to existing operations is to build upon and expand
FutureFuel Chemical's biobased products platform, to continue FutureFuel
Chemical's chemical manufacturing activities, and to pursue new chemical
manufacturing projects utilizing excess capacity at FutureFuel Chemical. In
addition, our growth strategy involves the acquisition of complementary
businesses using existing cash reserves.
At present, our only commercial biobased product is biodiesel. Our current
biodiesel capacity is approximately 16 million gallons per year in our
continuous line and 8 million gallons per year in our batch plant. We have
focused biodiesel production on the continuous line as it is advantaged from a
cost perspective; we generally utilize batch production only to meet rapid
swings in demand and to test alternative feedstocks, as batch production offers
a more controlled manufacturing environment for small volume trials.
We initially planned to increase the plant's biodiesel capacity to 40 million
gallons per year by May 2007 and to 160 million gallons per year by November
2007, with substantial expenditures on infrastructure to support this increased
capacity. After closing the acquisition of FutureFuel Chemical on October 31,
2006, we and, to our knowledge, the industry as a whole, witnessed a rapid
erosion in margins for producing biodiesel. As a result of these decreased
margins, we determined that it was not in our shareholders' best interest to
proceed on an accelerated basis to increase capacity and publicly announced this
on January 19, 2007. In the second quarter of 2007, crude oil prices
strengthened and, despite corresponding increases in feedstock prices, we judged
these and future market conditions to be supportive of biodiesel capacity
expansion and therefore resumed a project to expand capacity by 35 million
gallons per year (for a total capacity of 59 million gallons per year) through a
new continuous processing line, projected to be operational in the second half
of 2008. We have also continued with certain core infrastructure expansion
projects that we believe will bring efficiency, operational flexibility and cost
savings to FutureFuel Chemical's existing biodiesel and chemical business lines.
These projects include the addition of methanol recovery and biodiesel feedstock
pretreatment, the construction of additional storage at the plant to support
increased movements of feedstocks, methanol, glycerin and biodiesel, and the
expansion of on-site rail siding and railcar loading and unloading facilities.
We expect these projects to be complete early in 2008, with the exception of our
methanol recovery project, which we expect to be complete by the third quarter
of 2008. In addition, we have acquired a fleet of tanker trucks, procured
railcars, and obtained storage/thruput in strategic regional ports.
Feedstock and biodiesel prices continue to be extremely volatile. We believe
that, to be competitive, a biodiesel producer must (1) be able to purchase and
hold large quantities of feedstock, hold large quantities of finished product
until prices become attractive, and utilize hedging instruments to reduce risk,
(2) be able to produce high quality biodiesel from animal fats, (3) maintain a
position among the lowest cost producers in the industry, (4) employ a technical
staff capable of identifying and implementing process efficiencies and
evaluating alternative feedstocks, and (5) have diversified revenue streams to
generate cash flow to support the overall enterprise during periods of extreme
weakness. FutureFuel possesses each of these strengths and while we do not
expect an immediate favorable up turn in biodiesel demand or economics, we do
believe that we will be in an optimum position to capitalize on this up turn
when it arrives.
Meanwhile we continue to pursue growth of our biofuels segment through the
development and commercialization of cellulosic ethanol and other emerging
technologies. We have a pending application with the U.S. Department of Energy
to fund the construction of a one-tenth scale cellulosic ethanol demonstration
plant utilizing the enzymatic hydrolysis process; grant awards are expected
beginning in February 2008. We are also evaluating partnerships with technology
providers to commercialize the production of cellulosic ethanol utilizing a
biomass gasification process. In addition to cellulosic ethanol we are pursuing
the conversion of glycerin to propylene glycol, as well as the production of
biobased chemicals from cellulosic biomass derived from sugars.
While the core of our growth strategy centers on FutureFuel Chemical's biobased
products platform, we believe there is also tremendous opportunity to build on
FutureFuel Chemical's reputation as a technology-driven, competitive chemical
producer. The chemical business comprises two components: "custom manufacturing"
(manufacturing chemicals for specific customers); and "performance chemicals"
(multi-customer specialty chemicals).
Custom manufacturing involves producing unique products for individual
customers, generally under long-term contracts. The plant's custom manufacturing
product portfolio includes four large products or product families which are
generally produced throughout the year: (i) nonanoyloxybenzenesulfonate
("NOBS"), a bleach activator for a major detergent manufacturer; (ii) a
proprietary herbicide for a major life sciences company; (iii) chlorinated
polyolefin adhesion promoters ("CPOs") for Eastman Chemical Company; and (iv)
antioxidant precursors ("DIPBs") for Eastman Chemical Company. The portfolio
also contains a number of smaller products which are produced intermittently in
a "batch campaign" mode, for diverse customers and end markets.
The performance chemicals product lines comprise multi-customer products which
are sold based upon specification and/or performance in the end-use application.
This portfolio includes a family of polymer (nylon) modifiers and several
small-volume specialty chemicals for diverse applications.
We expect to derive growth in the performance chemicals segment primarily as a
result of new biobased co-products derived from biofuels manufacturing, such as
glycerin and derivatives. We also expect to capitalize on FutureFuel Chemical's
market position as one of the largest independent custom chemical manufacturers
in North America. FutureFuel Chemical's strong customer relationships, technical
capabilities and process improvement capabilities offer us a competitive
advantage in securing new contracts for custom chemical production. In fact,
during the first half of 2007 FutureFuel Chemical saw a sharp increase in the
number and size of new business opportunities. This trend continued during the
second half and I am happy to report that by the close of the year FutureFuel
Chemical had secured contracts for the manufacture of several new custom
products which, in total, will generate revenues in excess of $10 million
annually once we reach targeted production.
Discussion of Financial Performance
Revenues for the six months ended June 30, 2007 were $79.1 million as compared
to revenues for the six months ended June 30, 2006 of $69.8 million, an increase
of 13%. The increase was primarily a result of increased sales of biodiesel
during the first six months of 2007, as well as increased sales of CPOs, DIPBs,
polymer modifiers and other chemical products. Revenues from biodiesel were $9.1
million in the first half of 2007, an increase of over 225% versus the same
period of 2006. Revenues from CPOs, DIPBs, polymer modifiers and other chemical
products increased 31%, 33%, 47% and 22%, respectively, over revenues during the
first half of 2006. These increased revenues were partially offset by a 10%
reduction in revenues from the proprietary herbicide. Revenues from NOBS
decreased less than 1%.
The majority of FutureFuel Chemical's expenses are cost of goods sold, which
reflect raw material costs as well as fixed and variable conversion costs,
conversion costs being those expenses that are directly or indirectly related to
operation of FutureFuel Chemical's plant. Significant conversion costs include
labor, benefits, energy, supplies and maintenance and repair. Total cost of
goods sold and distribution for the first six months of 2007 increased 18%
versus the same period of 2006, from $64.4 million to $76.0 million. Cost of
goods sold for the chemical business decreased when measured as a percent of
chemical revenues, from 87% in the first six months of 2006 to 85% in the same
period of 2007. This was offset by significantly increased cost of goods sold
related to biofuels as this business utilized a significant portion of the
plant's reactors and hence absorbed more of the plant's conversion costs than it
was able to cover in revenues. We believe that, as FutureFuel Chemical moves its
biodiesel production from primarily batch processing to more continuous
processing, it will become more efficient and will produce higher volumes of
biodiesel per reactor, hence absorbing fewer overhead costs per gallon produced.
Operating expenses decreased from $5.3 million in the six months ended June 30,
2006 to $3.3 million in the same period of 2007, or approximately 38%. This
decrease was primarily the result of lower corporate expense allocations from
Eastman Chemical, as well at the lower overall operating expenses incurred by
FutureFuel on a standalone basis.
Operating income in the first six months of 2007 was $(0.2) million, down from
$0.1 million in the same period of 2006. Meanwhile, cash provided by (used in)
operating activities was $8.3 million in the first six months of 2007 versus $
(1.6) million in the same period of 2006. This increase was primarily
attributable to the improved management of working capital accounts.
There were no significant other income or expense items during the first half of
2007 or 2006 with the exception of $1.8 million of interest income earned during
2007. Net income for the first half of 2007 was $0.9 million and both basic and
diluted earnings per share were $0.03.
On February 11, 2007 a fire damaged two centrifuges that are critical to
FutureFuel Chemical's continuous biodiesel line as well as some nearby pipes.
The plant was shut down for a short period of time as the piping damage was
repaired. We did not miss any orders or experience production issues as a result
of the fire in our chemical segment. However, our biofuels segment was impacted
by the loss of continuous production until late May. During this time we
increased batch production to offset lost production in the continuous line.
However, the capacity of our batch plant was not sufficient to cover all lost
production from the continuous line and production from the batch plant came at
a higher cost. We were unable to build as much inventory as we had planned,
which negatively impacted sales in the second and third quarters. We have filed
property and business interruption claims with our insurance carriers and remain
in the process of resolving these claims.
With more than $60 million in cash and equivalents, $28.9 million in net working
capital (excluding cash) and no outstanding debt, we maintained a high degree of
liquidity as of June 30, 2007. Our liquidity and capital resources are further
enhanced through a revolving credit facility with a commercial bank. The credit
agreement makes up to $50 million available to FutureFuel Chemical for working
capital requirements, capital expenditures and other corporate purposes. The
credit agreement is secured by specific collateral, including FutureFuel
Chemical's accounts receivable and inventory. Advances under the facility bear
interest at rates based upon the then current prime rate or based upon the then
current London interbank offered rate plus margins ranging from (1.00%) to
1.70%. Additionally, FutureFuel Chemical will pay a commitment fee of 0.25% on
any used availability. No borrowings were outstanding as of June 30, 2007.
Update on Trading During Second Half of 2007 & Outlook
FutureFuel has continued to see strong demand in its chemicals segment during
the second half of 2007 and into the first few weeks of 2008. We are producing
at near capacity of the equipment that is currently in use and indications from
our customers are for steady demand throughout the remainder of 2008.
Our biodiesel segment performed well during the second half of 2007, selling all
accumulated finished product out of storage tanks in Batesville and North Little
Rock. We experienced good demand and pricing and even entered several new
markets during the third quarter, before building inventory as we entered the
winter season. We are currently completing the final stages of our tank farm
construction which will provide enhanced flexibility, increased storage and
reduced transportation costs.
FutureFuel Chemical has generated sufficient cash to cover all operating needs
as well as all capital requirements during the second half of the year. We
expect FutureFuel Chemical to generate positive cash flow on a net basis during
2008 as our capital expenditure budget for 2008 is significantly less than
during 2007.
We continue to evaluate several new opportunities in both of our business
segments and hope to have more positive news to reporting during the coming
year.
Interim Financial Statements
The following sets forth our unaudited consolidated balance sheet as at June 30,
2007 and our audited consolidated balance sheet as at December 31, 2006 and the
unaudited consolidated statements of operations and cash flows for the six-month
periods ended June 30, 2007 and June 30, 2006.
FutureFuel Corp.
Consolidated Balance Sheets
As of June 30, 2007 and December 31, 2006
(Dollars in thousands)
--------- ---------
(Unaudited)
June 30, December31,
2007 2006
--------- ---------
Assets
Cash and cash equivalents $62,920 $63,129
Accounts receivable, net of allowances
of $42 and $42, respectively 21,338 23,903
Inventory 21,707 22,582
Current deferred income tax asset 775 70
Income taxes receivable 853 -
Prepaid expenses 587 1,248
Other current assets 741 3,131
--------- ---------
Total current assets 108,921 114,063
--------- ---------
Property, plant and equipment, net 89,666 82,626
Restricted cash and cash equivalents 3,201 3,127
Intangible assets 491 548
Other assets 3,070 2,765
--------- ---------
Total noncurrent assets 96,428 89,066
--------- ---------
Total Assets $205,349 $203,129
========= =========
Liabilities and Stockholders' Equity
Accounts payabe $14,566 $12,945
Accounts payable - related parties 181 112
Income taxes payable - 1,916
Short term contingent consideration 225 191
Accrued expenses and other current
liabilities 2,140 1,717
Accrued expenses and other current
liabilities - related parties - 40
--------- ---------
Total current liabilities 17,112 16,921
--------- ---------
Long term contingent consideration 2,075 2,168
Other noncurrent liabilities 1,115 914
Noncurrent deferred income taxes 23,024 21,970
--------- ---------
Total noncurrent liabilities 26,214 25,052
--------- ---------
Total Liabilities 43,326 41,973
--------- ---------
Preferred stock, $0.0001 par value, 5,000,000 shares - -
authorized, none issued and outstanding
Common stock, $0.0001 par value,
75,000,000 shares authorized,
26,700,000 issued and outstanding 3 3
Additional paid in capital 158,436 158,436
Retained earnings 3,584 2,717
--------- ---------
Total stockholders' equity 162,023 161,156
--------- ---------
Total Liabilities and Stockholders'
Equity $205,349 $203,129
========= =========
The accompanying notes are an integral part of these financial statements.
FutureFuel Corp.
Consolidated Statements of Operations
For the Six Months Ended June 30, 2007 and 2006
(Dollars in thousands, except per share amounts)
(Unaudited)
Six Months Ended June 30,
----------------------
2007 2006
--------- ---------
Revenues 79,087 -
Revenues - related parties 40 -
Cost of goods sold 75,150 -
Cost of goods sold - related
parties 83 -
Distribution 760 -
--------- ---------
Gross profit 3,134 -
--------- ---------
Selling, general and
administrative expenses 1,540 303
Selling, general and
administrative expenses -
related parties 83 -
Research and development
expenses 1,669 -
--------- ---------
Loss from operations (158) (303)
--------- ---------
Interest income 1,819 5
Interest expense (13) -
Gain on foreign currency 5 -
Other expense (68) (2)
--------- ---------
1,743 3
--------- ---------
Income (loss) before income
taxes 1,585 (300)
Provision (benefit) for income
taxes 718 (113)
--------- ---------
Net income (loss) $867 $(187)
========= =========
Earnings (loss) per common share
Basic $0.03 $(0.01)
Diluted $0.03 $(0.01)
Weighted average shares outstanding
Basic 26,700,000 26,700,000
Diluted 32,037,968 26,700,000
The accompanying notes are an integral part of these financial statements
FutureFuel Corp.
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2007 and 2006
(Dollars in thousands)
(Unaudited)
Six Months Ended June 30,
------------------
2007 2006
--------- ---------
Cash flows provide by (used in) operating activities
Net income (loss) $7 $(187)
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation 2,127 -
Provision (benefit) for
deferred income taxes 349 -
Change in fair value of
derivative instruments 946 -
Losses on disposals of fixed
assets 112 -
Noncash interest expense 11 -
Changes in operating assets and liabilities:
Accounts receivable 2,565 -
Inventory 1,508 -
Income taxes receivable (853) -
Prepaid expenses 661 -
Other assets (305) 94
Accounts payable 1,623 2
Accounts payable - related
parties 68 -
Income taxes payable (1,916) -
Accrued expenses and other
current liabilities 423 -
Accrued expenses and other
current liabilities -
related parties (40) -
Other noncurrent liabilities 190 -
--------- ---------
Net cash provided by (used
in) operating activities 8,336 (91)
--------- ---------
Cash flows provided by (used in) investing activities
Restricted cash (74) -
Collateralization of
derivative instruments 1,444 -
Contingent purchase price
payment (59) -
Capital expenditures (9,806) -
--------- ---------
Net cash provided by (used
in) investing activities (8,495) -
--------- ---------
Cash flows provided by (used in) financing activities
Financing fee (50) -
Proceeds from long term debt
- related parties - 500
--------- ---------
Net cash provided by (used
in) financing activities (50) 500
--------- ---------
Net change in cash and cash
equivalents (209) 409
Cash and cash equivalents at
beginning of period 63,129 28
--------- ---------
Cash and cash equivalents at
end of period $62,920 $437
========= =========
Cash paid for interest $3 $-
========= =========
Cash paid for taxes $1,612 $-
========= =========
The accompanying notes are an integral part of these financial statements.
Notes to Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share amounts)
(Unaudited)
1) Nature of operations and basis of presentation
Viceroy Acquisition Corporation
Viceroy Acquisition Corporation ("Viceroy") was incorporated under the laws of
the state of Delaware on August 12, 2005 to serve as a vehicle for the
acquisition by way of asset acquisition, merger, capital stock exchange, share
purchase or similar transaction ("Business Combination") of one or more
operating businesses in the oil and gas industry. On July 12, 2006 Viceroy
completed an equity offering (see Note 12).
On July 21, 2006, Viceroy entered into an acquisition agreement with Eastman
Chemical Company ("Eastman Chemical") to purchase all of the issued and
outstanding stock of Eastman SE, Inc. ("Eastman SE"). On October 27, 2006, a
special meeting of the shareholders of Viceroy was held and the acquisition of
Eastman SE was approved by the shareholders. On October 31, 2006, Viceroy
acquired all of the issued and outstanding shares of Eastman SE from Eastman
Chemical. Immediately subsequent to the acquisition, Viceroy changed its name to
FutureFuel Corp. ("FutureFuel") and Eastman SE changed its name to FutureFuel
Chemical Company ("FutureFuel Chemical").
Eastman SE, Inc.
Eastman SE was incorporated under the laws of the state of Delaware on
September 1, 2005 and subsequent thereto operated as a wholly-owned subsidiary
of Eastman Chemical through October 31, 2006. Eastman SE was incorporated for
purposes of effecting a sale of Eastman Chemical's manufacturing facility in
Batesville, Arkansas (the "Batesville Plant"). Commencing January 1, 2006,
Eastman Chemical began transferring the assets associated with the business of
the Batesville Plant to Eastman SE.
The Batesville Plant was constructed to produce proprietary photographic
chemicals for Eastman Kodak Company ("Eastman Kodak"). Over the years, Eastman
Kodak shifted the plant's focus away from the photographic imaging business to
the custom synthesis of fine chemicals and organic chemical intermediates used
in a variety of end markets, including paints and coatings, plastics and
polymers, pharmaceuticals, food supplements, household detergents and
agricultural products.
In 2005, the Batesville Plant began the implementation of a biobased products
platform. This includes the production of biofuels (biodiesel, bioethanol and
lignin/biomass solid fuels) and biobased specialty chemical products (biobased
solvents, chemicals and intermediates). In addition to biobased products, the
Batesville Plant continues to manufacture fine chemicals and other organic
chemicals.
The accompanying consolidated financial statements have been prepared by
FutureFuel in accordance and consistent with the accounting policies stated in
FutureFuel's 2006 audited financial statements and should be read in conjunction
with the 2006 audited consolidated financial statements of FutureFuel. Certain
prior year balances have been reclassified to conform with the current year
presentation.
In the opinion of FutureFuel, all normal recurring adjustments necessary for a
fair presentation have been included in the unaudited consolidated financial
statements. The unaudited consolidated financial statements are presented in
conformity with generally accepted accounting principles ("GAAP") in the United
States and, of necessity, include some amounts that are based upon management
estimates and judgments. Future actual results could differ from such current
estimates. The unaudited consolidated financial statements include assets,
liabilities, revenues and expenses of FutureFuel and its wholly owned
subsidiary, FutureFuel Chemical. Intercompany transactions and balances have
been eliminated in consolidation.
2) Inventories
The carrying values of inventory were as follows as of:
--------- ---------
June 30, December 31,
2007 2006
--------- ---------
At first-in, first-out or average cost
(approximates current cost)
Finished goods $8,961 $7,943
Work-in-process 1,848 1,750
Raw materials and supplies 11,576 12,894
--------- ---------
22,385 22,587
LIFO reserve (678) (5)
--------- ---------
Total inventories $21,707 $22,582
========= =========
3) Derivative instruments
The volumes and carrying values of FutureFuel's derivative instruments were as
follows at:
Asset/(Liability)
--------------------------------------------------------
June 30, 2007 December 31, 2006
--------------------------------------------------------
Quantity Fair Quantity Fair
(000 bbls) Market (000 bbls) Market
Long/(Short) Value Long/(Short) Value
-------------- ---------------------- -----------
Regulated fixed price
future commitments,
included in other
current assets - $(1,265) (250) $(28)
Regulated
options, included in
other current assets (50) $(128) (100) $(419)
The margin account maintained with a broker to collateralize these derivative
instruments carried an account balance of $2,134 and $3,578 at June 30, 2007 and
December 31, 2006, and is classified as other current assets in the consolidated
balance sheet. The carrying values of the margin account and of the derivative
instruments are included in other current assets and comprise the entire account
balance.
4) Accrued expenses and other current liabilities
Accrued expenses and other current liabilities, including those associated with
related parties, consisted of the following at:
--------- ---------
June 30, December 31,
2007 2006
--------- ---------
Accrued employee liabilities $843 $773
Accrued property, use and franchise
taxes 1,126 373
Accrued professional fees 140 340
Amounts collected on behalf of
Eastman Chemical 20 178
Other 11 93
--------- ---------
$ 2,140 $1,757
========= =========
5) Borrowings
In March 2007 FutureFuel Chemical entered into a $50 million credit agreement
with a commercial bank. The loan is a revolving facility the proceeds of which
may be used for working capital, capital expenditures and the general corporate
purposes of FutureFuel Chemical. The facility terminates in March 2010. Advances
are made pursuant to a borrowing base comprised of 85% of eligible accounts plus
60% of eligible direct inventory plus 50% of eligible indirect inventory.
Advances are secured by a perfected first priority security interest in accounts
receivable and inventory. The interest rate floats at the following margins over
the London Interbank Offered Rate ("LIBOR") or base rate based upon the leverage
ratio from time to time.
--------- --------- ---------
Leverage Base Rate LIBOR
Ratio Margin Margin
--------- --------- ---------
> 3 -0.55% 1.70%
> 2 < 3 -0.70% 1.55%
> 1 < 2 -0.85% 1.40%
< 1 -1.00% 1.25%
There is an unused commitment fee of 0.25% per annum. Beginning December 31,
2007, and on the last day of each fiscal quarter thereafter, the ratio of debt
to EBITDA may not be less than 1.5:1. Beginning June 30, 2007, the ratio of
total funded debt to EBITDA may not exceed 3.50:1, reduced to 3.25:1 at
March 31, 2008, June 30, 2008 and September 30, 2008, and then 3:1 thereafter.
FutureFuel has guaranteed FutureFuel Chemical's obligations under this credit
agreement.
As of June 30, 2007 no borrowings were outstanding under this credit facility.
6) Provision for income taxes
For the six months ended June 30,
---------------------------------
2007 2006
-------- ---------
Provision (benefit) for income
taxes $718 $(113)
Effective tax rate 45.3% 37.7%
The effective tax rates for the six months ended June 30, 2007 and 2006 reflect
FutureFuel's expected tax rate on reported operating earnings before income tax.
FutureFuel adopted the provisions of Financial Accounting Standards Board
("FASB") Interpretations No. 48, Accounting for Uncertainty in Income Taxes
("FIN 48") on January 1, 2007. FutureFuel does not and has not possessed a
liability for unrecognized tax benefits, and, as a result, did not recognize any
change in this liability as a result of the implementation of FIN 48.
FutureFuel records interest and penalties net as a component of income tax
expense. As of June 30, 2007, FutureFuel had no accrual for interest or tax
penalties.
FutureFuel and its subsidiary, FutureFuel Chemical, file tax returns in the U.S.
federal jurisdiction and with various state jurisdictions. FutureFuel was
incorporated in 2005 and is subject to U.S., state and local examinations by tax
authorities from 2005 forward. FutureFuel Chemical is subject to the effects of
tax examinations that impact the carry-over basis of its assets and liabilities.
FutureFuel Chemical's carry-over basis of its assets and liabilities are no
longer subject to U.S. federal, state and local income tax examinations by tax
authorities for years before 2004.
7) Earnings per share
The computation of basic and diluted earnings per common share was as follows:
For the six months ended June 30,
---------------------------------
2007 2006
-------- --------
Net income (loss) available to
common stockholders $ 867 $ (187)
Weighted average number of common
shares outstanding 26,700,000 26,700,000
Effect of warrants 5,337,968 -
Weighted average diluted number
of common shares outstanding 32,037,968 26,700,000
Basic earnings per share $ 0.03 $ (0.01)
Diluted earnings per share $ 0.03 $ (0.01)
Warrants to purchase 22,500,000 common shares of FutureFuel were not included in
the computation of diluted earnings per share for the six months ended June 30,
2007 as FutureFuel reported a net loss for the period and the inclusion of those
securities in the computation would have been antidilutive.
8) Segment information
FutureFuel has determined that is has two reportable segments organized along
product lines - chemicals and biofuels.
Chemicals
FutureFuel's chemicals segment manufactures diversified chemical products that
are sold externally to third party customers and to Eastman Chemical. This
segment comprises two components: "custom manufacturing" (manufacturing
chemicals for specific customers); and "performance chemicals" (multi-customer
specialty chemicals).
Biofuels
FutureFuel's biofuels business segment manufactures and markets biodiesel.
Biodiesel revenues are generally derived in one of two ways. Revenues are
generated under tolling agreements whereby customers supply key biodiesel feed
stocks which FutureFuel then converts into biodiesel at the Batesville Plant in
exchange for a fixed price processing charge per gallon of biodiesel produced.
Revenues are also generated through the sale of biodiesel to customers through
FutureFuel's distribution network at the Batesville Plant and through
distribution facilities available at a leased oil storage facility near Little
Rock, Arkansas at negotiated prices.
Summary of long-lived assets and revenues by geographic area
All of FutureFuel's long-lived assets are located in the U.S.
Most of FutureFuel's sales are transacted with title passing at the time of
shipment from the Batesville Plant, although some sales are transacted based on
title passing at the delivery point. While many of FutureFuel's chemicals are
utilized to manufacture products that are shipped, further processed and/or
consumed throughout the world, the chemical products, with limited exceptions,
generally leave the United States only after ownership has transferred from
FutureFuel to the customer. Rarely is FutureFuel the exporter of record, never
is FutureFuel the importer of record into foreign countries and FutureFuel is
not always aware of the exact quantities of its products that are moved into
foreign markets by its customers. FutureFuel does track the addresses of its
customers for invoicing purposes and uses this address to determine whether a
particular sale is within or without the United States. FutureFuel's revenues
for the six months ended June 30 attributable to the United States and foreign
countries (based upon the billing addresses of its customers) were as follows:
------------------- -------------- -------------- ---------
Six Months Ended United States All Foreign Total
Countries
------------------- -------------- -------------- ---------
June 30, 2007 $68,182 $10,945 $ 79,127
June 30, 2006 $0 $0 $0
Beginning in 2005, FutureFuel Chemical Company began invoicing Procter & Gamble
International Operations Mexico, D.F. directly, at which time revenues from
Mexico became a material component of total revenues. Revenues from Mexico
account for 11% of total revenues for the six months ended June 30, 2007. Other
than Mexico, revenues from a single foreign country during the six months ended
June 30, 2007 did not exceed 3% of total revenues.
Summary of business by segment
For the six months ended June 30,
------------------------------------
2007 2006
-------- --------
Revenues
Chemicals $70,069 $-
Biofuels 9,058 -
-------- --------
Revenues $79,127 -
======== ========
Segmented gross margins
Chemicals $10,721 $-
Biofuels (7,587) -
-------- --------
Segmented gross margins 3,134 -
Corporate expenses (3,292) (303)
-------- --------
Income (loss) before interest and
taxes (158) (303)
Interest income 1,819 5
Interest and other expenses (76) (2)
(Provision) benefit for income
taxes (718) 113
-------- --------
Net income (loss) $867 $(187)
======== ========
Depreciation is allocated to segment costs of goods sold based on plant usage.
The total assets and capital expenditures of FutureFuel have not been allocated
to individual segments as large portions of these assets are shared to varying
degrees by each segment, causing such an allocation to be of little value.
9) Recently issued accounting standards
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which
addresses the measurement of fair value by companies when they are required to
use a fair value measure for recognition or disclosure purposes under GAAP. SFAS
No. 157 provides a common definition of fair value to be used throughout GAAP
which is intended to make the measurement of fair value more consistent and
comparable and improve disclosures about those measures. With the exception of
other non-financial assets and liabilities, SFAS No. 157 will be effective for
an entity's financial statements issued for fiscal years beginning after
November 15, 2007. With respect to other non-financial assets and liabilities,
the Financial Accounting Standards Board has provided a one-year implementation
deferral. FutureFuel is currently evaluating the effect SFAS No. 157 will have
on its consolidated financial position, liquidity, and results of operations.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities-Including an amendment of FASB
Statement No. 115. SFAS No. 159 permits companies to choose to measure many
financial instruments and certain other items at fair value at specified
election dates. Upon adoption, an entity shall report unrealized gains and
losses on items for which the fair value option has been elected in earnings at
each subsequent reporting date. Most of the provisions apply only to entities
that elect the fair value option. However, the amendment to SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities, applies to all
entities with available for sale and trading securities. SFAS No. 159 will be
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007. FutureFuel is currently evaluating the effect SFAS No. 159
will have on its consolidated financial position, liquidity, and results of
operations.
Interim Financial Statements
The following sets forth Eastman SE's unaudited statement of operations for the
six-month period ended June 30, 2006 and the unaudited statement of cash flows
for the six-month period ended June 30, 2006.
FutureFuel Chemical Company, formerly known as Eastman SE, Inc.
Statement of Operations
For the Six Months Ended June 30, 2006
(Dollars in thousands, except per share amounts)
(Unaudited)
Six Months Ended June 30, 2006
-------------------------------
Revenues $59,515
Revenues - related parties 10,265
Cost of goods sold 53,542
Cost of goods sold - related parties 10,265
Distribution 611
----------
Gross profit 5,362
----------
Selling, general and administrative expenses 2,973
Research and development expenses 2,047
----------
Income (loss) from operations 342
----------
Other expense -
----------
-
----------
Income (loss) before income taxes 342
Provision (benefit) for income taxes 82
----------
Net income (loss) $260
==========
The accompanying notes are an integral part of these financial statements.
FutureFuel Chemical Company, formerly known as Eastman SE, Inc.
Statement of Cash Flows
For the Six Months Ended June 30, 2006
(Dollars in thousands)
(Unaudited)
Six Months Ended June 30, 2006
------------------------------
Cash flows provide by (used in) operating
activities
Net income $260
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 4,482
Provision (benefit) for deferred income taxes 367
Losses on disposals of fixed assets 131
Changes in operating assets and liabilities:
Accounts receivable (361)
Inventory (2,845)
Prepaid expenses (25)
Other assets (67)
Accounts payable (2,792)
Accrued expenses and other current
liabilities (1,248)
Other noncurrent liabilities 624
----------
Net cash provided by (used in) operating activities (1,474)
----------
Cash flows provided by (used in) investing activities
Capital expenditures (4,404)
----------
Net cash provided by (used in) investing activities (4,404)
----------
Cash flows provided by (used in) financing activities
Transfer to parent, net 5,878
----------
Net cash provided by (used in) financing activities 5,878
----------
Net change in cash and cash equivalents -
Cash and cash equivalents at beginning of period -
----------
Cash and cash equivalents at end of period $-
==========
The accompanying notes are an integral part of these financial statements.
Notes to Financial Statements of FutureFuel Chemical Company, formerly known as
Eastman SE, Inc.
(Dollars in thousands, except per share amounts)
(Unaudited)
1) Nature of operations and basis of presentation
Viceroy Acquisition Corporation
Viceroy Acquisition Corporation ("Viceroy") was incorporated under the laws of
the state of Delaware on August 12, 2005 to serve as a vehicle for the
acquisition by way of asset acquisition, merger, capital stock exchange, share
purchase or similar transaction ("Business Combination") of one or more
operating businesses in the oil and gas industry. On July 12, 2006 Viceroy
completed an equity offering (see Note 12).
On July 21, 2006, Viceroy entered into an acquisition agreement with Eastman
Chemical Company ("Eastman Chemical") to purchase all of the issued and
outstanding stock of Eastman SE, Inc. ("Eastman SE"). On October 27, 2006, a
special meeting of the shareholders of Viceroy was held and the acquisition of
Eastman SE was approved by the shareholders. On October 31, 2006, Viceroy
acquired all of the issued and outstanding shares of Eastman SE from Eastman
Chemical. Immediately subsequent to the acquisition, Viceroy changed its name to
FutureFuel Corp. ("FutureFuel") and Eastman SE changed its name to FutureFuel
Chemical Company ("FutureFuel Chemical").
Eastman SE, Inc.
Eastman SE was incorporated under the laws of the state of Delaware on
September 1, 2005 and subsequent thereto operated as a wholly-owned subsidiary
of Eastman Chemical through October 31, 2006. Eastman SE was incorporated for
purposes of effecting a sale of Eastman Chemical's manufacturing facility in
Batesville, Arkansas (the "Batesville Plant"). Commencing January 1, 2006,
Eastman Chemical began transferring the assets associated with the business of
the Batesville Plant to Eastman SE.
The Batesville Plant was constructed to produce proprietary photographic
chemicals for Eastman Kodak Company ("Eastman Kodak"). Over the years, Eastman
Kodak shifted the plant's focus away from the photographic imaging business to
the custom synthesis of fine chemicals and organic chemical intermediates used
in a variety of end markets, including paints and coatings, plastics and
polymers, pharmaceuticals, food supplements, household detergents and
agricultural products.
In 2005, the Batesville Plant began the implementation of a biobased products
platform. This includes the production of biofuels (biodiesel, bioethanol and
lignin/biomass solid fuels) and biobased specialty chemical products (biobased
solvents, chemicals and intermediates). In addition to biobased products, the
Batesville Plant continues to manufacture fine chemicals and other organic
chemicals.
The accompanying financial statements have been prepared by Eastman SE in
accordance and consistent with the accounting policies stated in Eastman SE's
2006 audited financial statements and should be read in conjunction with the
audited financial statements of Eastman SE.
In the opinion of Eastman SE, all normal recurring adjustments necessary for a
fair presentation have been included in the unaudited financial statements. The
unaudited financial statements are presented in conformity with generally
accepted accounting principles ("GAAP") in the United States and, of necessity,
include some amounts that are based upon management estimates and judgments.
Future actual results could differ from such current estimates.
Corporate Allocations
The financial statements prior to October 31, 2006 include allocations of
certain corporate services provided by Eastman Chemical's management, including
finance, legal, information systems, human resources and distribution. Eastman
Chemical has utilized its experience with the business of the Batesville Plant
and its judgment in allocating such corporate services and other support to the
periods prior to October 31, 2006. Costs allocated for such services were:
Six Months Ended June 30, 2006
------------------------------
Distribution $260
Selling, general and administrative 2,476
Research and development 261
----------
Total cost and expenses allocated $2,997
==========
Allocations were made to distribution and selling, general and administrative
expenses primarily based on a percentage of revenues and allocations to research
and development were made primarily on actual time and effort incurred, which
management believes represent reasonable allocation methodologies. These
allocations and estimates are not necessarily indicative of the costs and
expenses that would have resulted if Eastman SE had been operating as a separate
entity.
2) Provision for income taxes
Six Months Ended June 30, 2006
------------------------------
Provision for income taxes $82
Effective tax rate 24.0%
The effective tax rate for the six-month period ended June 30, 2006 reflects
Eastman SE's expected tax rate on reported operating earnings before income tax.
3) Segment information
Eastman SE has determined that is has two reportable segments organized along
product lines - chemicals and biofuels.
Chemicals
Eastman SE's chemicals segment manufactures diversified chemical products that
are sold externally to third party customers and to Eastman Chemical. This
segment comprises two components: "custom manufacturing" (manufacturing
chemicals for specific customers); and "performance chemicals" (multi-customer
specialty chemicals).
Biofuels
Eastman SE's biofuels business segment manufactures and markets biodiesel.
Biodiesel revenues are generally derived in one of two ways. Revenues are
generated under tolling agreements whereby customers supply key biodiesel feed
stocks which Eastman SE then converts into biodiesel at the Batesville Plant in
exchange for a fixed price processing charge per gallon of biodiesel produced.
Revenues are also generated through the sale of biodiesel to customers through
Eastman SE's distribution network at the Batesville Plant and through
distribution facilities available at a leased oil storage facility near Little
Rock, Arkansas at negotiated prices.
Summary of revenues by geographic area
Most of Eastman SE's sales are transacted with title passing at the time of
shipment from the Batesville Plant, although some sales are transacted based on
title passing at the delivery point. While many of Eastman SE's chemicals are
utilized to manufacture products that are shipped, further processed and/or
consumed throughout the world, the chemical products, with limited exceptions,
generally leave the United States only after ownership has transferred from
Eastman SE to the customer. Rarely is Eastman SE the exporter of record, never
is Eastman SE the importer of record into foreign countries and Eastman SE is
not always aware of the exact quantities of its products that are moved into
foreign markets by its customers. Eastman SE does track the addresses of its
customers for invoicing purposes and uses this address to determine whether a
particular sale is within or without the United States. Eastman SE's revenues
for the six months ended June 30, 2006 attributable to the United States and
foreign countries (based upon the billing addresses of its customers) were as
follows:
--------------------------- -------------- -------------- ---------
Period ended June 30, 2006 United States All Foreign Total
Countries
--------------------------- -------------- -------------- ---------
Six months $59,673 $10,107 $69,780
Beginning in 2005, Eastman SE Company began invoicing Procter & Gamble
International Operations Mexico, D.F. directly, at which time revenues from
Mexico became a material component of total revenues. Revenues from Mexico
account for 13% of total revenues for the six months ended June 30, 2006. Other
than Mexico, revenues from a single foreign country during the six months ended
June 30, 2006 did not exceed 3% of total revenues.
Summary of business by segment
Six Months Ended June 30, 2006
------------------------------
Revenues
Chemicals $67,039
Biofuels 2,740
----------
Revenues $69,780
==========
Segmented gross margins
Chemicals $8,491
Biofuels (3,129)
----------
Segmented gross margins 5,362
Corporate expenses (5,020)
----------
Income (loss) before taxes 342
(Provision) benefit for income taxes (82)
----------
Net income (loss) $260
==========
Depreciation is allocated to segment costs of goods sold based on plant usage.
The total assets and capital expenditures of Eastman SE have not been allocated
to individual segments as large portions of these assets are shared to varying
degrees by each segment, causing such an allocation to be of little value.
Enquiries:
Lee Mikles, CEO FutureFuel 001 805 565 9800
Daniel Harris, KBC Peel Hunt Ltd (Nominated Advisor) 0044 207 418 8900
This information is provided by RNS
The company news service from the London Stock Exchange
END
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