futurefuel10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2010
 
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________
 
Commission file number: 0-52577
 
FUTUREFUEL CORP.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
20-3340900
(State or Other Jurisdiction of
Incorporation or Organization)
 
(IRS Employer Identification No.)
 
8235 Forsyth Blvd., Suite 400
St. Louis, Missouri  63105
(Address of Principal Executive Offices)
 
(314) 854-8520
(Registrant’s Telephone Number)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  √  No  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes    No  √
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of May 10, 2010: 35,829,753
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  √  No  
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
Large accelerated filer   
Accelerated filer                    √
Non-accelerated filer     
   (do not check if a smaller reporting company)
Smaller reporting company   

 
1

 

PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
 
The following sets forth our unaudited consolidated balance sheet as at March 31, 2010, our audited consolidated balance sheet as at December 31, 2009, our unaudited consolidated statements of operations and comprehensive income for the three-month periods ended March 31, 2010 and March 31, 2009, and our consolidated statements of cash flows for the three-month periods ended March 31, 2010 and March 31, 2009.
FutureFuel Corp.
Consolidated Balance Sheets
As at March 31, 2010 and December 31, 2009
(Dollars in thousands)
   
(Unaudited) March 31,
2010
   
December 31, 2009
 
Assets
           
Cash and cash equivalents
  $ 104,595     $ 65,512  
Accounts receivable, net of allowances of $0
    24,732       21,759  
Inventory
    29,181       26,444  
Income taxes receivable
    -       912  
Prepaid expenses
    1,248       1,297  
Prepaid expenses - related parties
    -       23  
Marketable and auction rate securities
    13,055       6,811  
Other current assets
    748       828  
Total current assets
    173,559       123,586  
Property, plant and equipment, net
    119,941       119,248  
Intangible assets
    179       208  
Other assets
    2,615       2,965  
Total noncurrent assets
    122,735       122,421  
Total Assets
  $ 296,294     $ 246,007  
                 
Liabilities and Stockholders’ Equity
               
Accounts payable
  $ 10,571     $ 14,269  
Accounts payable - related parties
    416       556  
Income taxes payable
    774       -  
Current deferred income tax liability
    3,280       3,172  
Deferred revenue – short-term
    1,076       -  
Accrued expenses and other current liabilities
    4,167       2,832  
Accrued expenses and other current liabilities - related parties
    27       67  
Total current liabilities
    20,311       20,896  
Deferred revenue – long-term
    10,353       9,348  
Contingent liability
    231       -  
Other noncurrent liabilities
    1,392       1,376  
Noncurrent deferred income tax liability
    24,176       24,118  
Total noncurrent liabilities
    36,152       34,842  
Total Liabilities
    56,463       55,738  
Commitments and contingencies
               
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, 35,819,753 and 28,190,300 issued and outstanding as of March 31, 2010 and December 31, 2009, respectively
    3       3  
Accumulated other comprehensive income
    164       38  
Additional paid in capital
    213,375       167,598  
Retained earnings
    26,289       22,630  
Total stockholders’ equity
    239,831       190,269  
Total Liabilities and Stockholders’ Equity
  $ 296,294     $ 246,007  

The accompanying notes are an integral part of these financial statements.

 
2

 

FutureFuel Corp.
Consolidated Statements of Operations and Comprehensive Income
For the Three Months Ended March 31, 2010 and 2009
(Dollars in thousands, except per share amounts)
(Unaudited)
 
   
Three Months Ended
March 31,
 
   
2010
   
2009
 
Revenues
  $ 47,763     $ 38,845  
Revenues – related parties
    -       892  
Cost of goods sold
    37,492       30,472  
Cost of goods sold – related parties
    1,445       1,903  
Distribution
    771       1,007  
Distribution – related parties
    114       -  
Gross profit
    7,941       6,355  
Selling, general and administrative expenses
               
Compensation expense
    731       494  
Other expense
    496       494  
Related party expense
    35       64  
Research and development expenses
    900       1,011  
      2,162       2,063  
Income from operations
    5,779       4,292  
Interest income
    122       222  
Interest expense
    (6 )     (8 )
Loss on foreign currency
    -       (3 )
Other income
    24       3  
      140       214  
Income before income taxes
    5,919       4,506  
Provision for income taxes
    2,260       1,685  
Net income
  $ 3,659     $ 2,821  
                 
Earnings per common share
               
Basic
  $ 0.13     $ 0.10  
Diluted
  $ 0.12     $ 0.10  
Weighted average shares outstanding
               
Basic
    29,265,383       28,190,300  
Diluted
    30,957,968       28,196,985  
                 
Comprehensive Income
               
Net income
  $ 3,659     $ 2,821  
Other comprehensive income (loss), net of tax of $77 in 2010 and $(9) in 2009
    126       (15 )
Comprehensive income
  $ 3,785     $ 2,806  


The accompanying notes are an integral part of these financial statements.

 
3

 

FutureFuel Corp.
Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2010 and 2009
(Dollars in thousands)
(Unaudited)
 
   
Three Months Ended
March 31,
 
   
2010
   
2009
 
Cash flows provided by operating activities
           
Net income
  $ 3,659     $ 2,821  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    1,937       1,769  
Provision for deferred income taxes
    88       366  
Change in fair value of derivative instruments
    (41 )     97  
Losses on disposals of fixed assets
    24       -  
Noncash interest expense
    6       6  
Changes in operating assets and liabilities:
               
Accounts receivable
    (2,973 )     1,128  
Inventory
    (2,737 )     (3,251 )
Income taxes receivable
    912       792  
Prepaid expenses
    49       83  
Prepaid expenses – related parties
    23       -  
Accrued interest on marketable debt securities
    (5 )     2  
Other assets
    116       253  
Accounts payable
    (3,697 )     (2,072 )
Accounts payable – related parties
    (139 )     (422 )
Income taxes payable
    774       484  
Accrued expenses and other current liabilities
    1,334       647  
Accrued expenses and other current liabilities – related parties
    (40 )     -  
Deferred revenue
    2,081       (135 )
Other noncurrent liabilities
    10       80  
Net cash provided by operating activities
    1,381       2,648  
Cash flows from investing activities
               
Collateralization of derivative instruments
    353       3,398  
Proceeds from the sale of marketable securities
    -       15,973  
Sales (purchases) of auction rate securities, net
    -       1,750  
Proceeds from the sale of commercial paper
    -       15,424  
Acquisition of a granary
    -       (1,252 )
Contingent purchase price payment
    -       (47 )
Purchase of preferred stock and trust preferred securities
    (6,034 )     -  
Capital expenditures
    (2,394 )     (8,075 )
Net cash provided by (used in) investing activities
    (8,075 )     27,171  
Cash flows from financing activities
               
Proceeds from the issuance of stock
    45,777       -  
Net cash provided by financing activities
    45,777       -  
Net change in cash and cash equivalents
    39,083       29,819  
Cash and cash equivalents at beginning of period
    65,512       27,455  
Cash and cash equivalents at end of period
  $ 104,595     $ 57,274  
                 
Cash paid for interest
  $ -     $ -  
                 
Cash paid for income taxes
  $ 475     $ 25  


 


The accompanying notes are an integral part of these financial statements.
 

 
4

 
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share amounts)
(Unaudited)
 

1)           Nature of operations and basis of presentation
 
FutureFuel Corp.
 
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 of one or more operating businesses in the oil and gas industry.  On July 12, 2006 Viceroy completed an equity offering.
 
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 affecting 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 2009 audited consolidated financial statements and should be read in conjunction with the 2009 audited consolidated financial statements of FutureFuel.  Certain prior year balances have been reclassified to conform to 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 have been prepared in compliance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q adopted by the Securities and Exchange Commission ("SEC").  Accordingly, the financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements, and do include 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.
 

 
5

 
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share amounts)
(Unaudited)
 

2)           Inventories
 
The carrying values of inventory were as follows as of:
 
   
March 31,
2010
   
December 31, 2009
 
At first-in, first-out or average cost (approximates current cost)
           
Finished goods
  $ 13,050     $ 14,078  
Work in process
    1,643       1,841  
Raw materials and supplies
    19,486       16,451  
      34,179       32,370  
LIFO reserve
    (4,998 )     (5,926 )
Total inventories
  $ 29,181     $ 26,444  

3)           Derivative instruments
 
FutureFuel is exposed to certain risks relating to its ongoing business operations.  The primary risk managed by using derivative instruments is commodity price risk.  Regulated fixed price futures and option contracts are utilized to manage the price risk associated with future purchases of feedstock used in FutureFuel’s biodiesel production along with physical feedstock and finished product inventories attributed to this process.
 
FutureFuel recognizes all derivative instruments as either assets or liabilities at fair value in its consolidated balance sheet.  FutureFuel’s derivative instruments do not qualify for hedge accounting under the specific guidelines of ASC 815-20-25, Derivatives and Hedging, Hedging-General, Recognition.  While management believes each of these instruments are entered into in order to effectively manage various risks, none of the derivative instruments are designated and accounted for as hedges primarily as a result of the extensive record keeping requirements.
 
The fair value of FutureFuel’s derivative instruments is determined based on the closing prices of the derivative instruments on relevant commodity exchanges at the end of an accounting period.  Changes in fair value of the derivative instruments are recorded in the statement of operations as a component of cost of goods sold, and amounted to a loss of $400 and a gain of $1,473 for the three months ended March 31, 2010 and 2009, respectively.
 
The volumes and carrying values of FutureFuel’s derivative instruments were as follows at:
 
   
Asset/(Liability)
 
   
March 31, 2010
   
December 31, 2009
 
   
Quantity (Contracts) Long/
(Short)
   
Fair Value
   
Quantity (Contracts) Long/
(Short)
   
Fair Value
 
Regulated options, included in prepaid expenses and other current assets
    (125 )   $ (1,705 )     (150 )   $ (1,998 )
Regulated fixed price future commitments, included in other current assets
    (61 )   $ (184 )     10     $ 68  

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $2,203 and $2,556 at March 31, 2010 and December 31, 2009, respectively, 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, net, in other current assets.
 

 
6

 
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share amounts)
(Unaudited)
 

4)           Marketable debt securities
 
FutureFuel has made investments in certain auction rate securities.  As of March 31, 2010, these securities had a maturity of August 2037.  FutureFuel classified these instruments as current assets in the accompanying consolidated balance sheets as the issuers of these instruments have either exercised their right to repurchase or a liquid market still exists for these securities, which allows FutureFuel to exit its positions within a short period of time.  FutureFuel anticipates these securities either being sold or repurchased within the next year.  FutureFuel has designated these securities as being available-for-sale.  Accordingly, these securities are carried at fair value, with unrealized gains and losses, net of taxes, reported as a component of stockholders’ equity.  No realized gains or losses have been incurred related to these securities through March 31, 2010.
 
The fair market value of these auction rate securities approximated their par value and, including accrued interest, totaled $2,800 at both March 31, 2010 and December 31, 2009, respectively.
 
At March 31, 2010, FutureFuel had investments in certain preferred stock and trust preferred securities.  These investments have been classified as current assets in the accompanying consolidated balance sheet.  FutureFuel has designated these securities as being available for sale.  Accordingly, they are recorded at fair value, with the unrealized gains and losses, net of taxes, reported as a component of stockholders’ equity.
 
The fair market value of these preferred stock and trust preferred securities, including accrued interest, totaled $10,255 and $4,011 at March 31, 2010 and December 31, 2009, respectively.
 
5)           Accrued expenses and other current liabilities
 
Accrued expenses and other current liabilities, including those associated with related parties, consisted of the following at:
 
   
March 31,
2010
   
December 31, 2009
 
Accrued employee liabilities
  $ 2,323     $ 1,499  
Accrued property, use and franchise taxes
    1,339       1,064  
Other
    532       336  
Total
  $ 4,194     $ 2,899  

6)           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 terminated on March 10, 2010 and was subsequently renewed and extended on March 14, 2010 expiring on June 30, 2013 with only slight modifications to the original credit agreement.  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 certain margins over the London Interbank Offered Rate (“LIBOR”) or base rate based upon the leverage ratio from time to time as set forth in the following table.
 
Leverage
Ratio
 
Base Rate
Margin
 
LIBOR
Margin
> 3
 
-0.55%
 
1.70%
2 < 3
 
-0.70%
 
1.55%
1 < 2
 
-0.85%
 
1.40%
< 1
 
-1.00%
 
1.25%


 
7

 
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share amounts)
(Unaudited)
 

There is an unused commitment fee of 0.325% per annum.  The ratio of EBITDA to fixed charges may not be less than 3:1.  FutureFuel has guaranteed FutureFuel Chemical’s obligations under this credit agreement.
 
At March 31, 2010, no borrowings were outstanding under this credit facility.
 
7)           Provision for income taxes
 
   
For the three months ended
March 31,
 
   
2010
   
2009
 
Provision for income taxes
  $ 2,260     $ 1,685  
Effective tax rate
    38.2 %     37.4 %

The effective tax rates for the three months ended March 31, 2010 and 2009 reflect FutureFuel’s expected tax rate on reported operating earnings before income tax.
 
FutureFuel’s unrecognized tax benefits, recorded as an element of other noncurrent liabilities, totaled $559 at March 31, 2010 and December 31, 2009, the total amount of which, if recognized, would reduce FutureFuel’s effective tax rate.
 
FutureFuel does not expect its unrecognized tax benefits to change significantly over the next 12 months.
 
FutureFuel records interest and penalties net as a component of income tax expense.  FutureFuel had accrued a balance of $148 and $138 at March 31, 2010 and December 31, 2009, respectively, 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 may impact the carry-over basis of its assets and liabilities.
 
8)           Earnings per share
 
The computation of basic and diluted earnings per common share was as follows:
 
   
For the three months ended
March 31,
 
   
2010
   
2009
 
Net income available to common stockholders
  $ 3,659     $ 2,821  
                 
Weighted average number of common shares outstanding
    29,265,383       28,190,300  
Effect of warrants
    1,663,706       -  
Effect of stock options
    28,879       6,685  
Weighted average diluted number of common shares outstanding
    30,957,968       28,196,985  
                 
Basic earnings per share
  $ 0.13     $ 0.10  
Diluted earnings per share
  $ 0.12     $ 0.10  

Certain warrants to purchase shares of FutureFuel's common stock were not included in the computation of diluted earnings per share for the three months ended March 31, 2009 as they were anti-dilutive for the period.  The weighted average number of warrants excluded on this basis was 21,317,500.  Additionally, certain options to purchase shares of FutureFuel's common stock were not included in the computation of diluted earnings per share for the three months ended March 31, 2010 and 2009 as they were anti-dilutive.  The weighted average number of options excluded on this basis was 280,500 and 105,000, respectively.

 
8

 
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share amounts)
(Unaudited)
 


9)           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.  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.  Revenues are generated through the production and sale of biodiesel to customers through FutureFuel’s distribution network from the Batesville Plant and through distribution facilities available at leased oil storage facilities 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 attributable to the United States and foreign countries (based upon the billing addresses of its customers) were as follows:
 
Three Months Ended
 
United States
   
All Foreign Countries
   
Total
 
March 31, 2010
  $ 42,929     $ 4,834     $ 47,763  
March 31, 2009
  $ 35,853     $ 3,884     $ 39,737  

For the three months ended March 31, 2010 and 2009, revenues from Mexico accounted for 9% and 8%, respectively, of total revenues.  Other than Mexico, revenues from a single foreign country during the three months ended March 31, 2010 and 2009 did not exceed 2% of total revenues.
 
 
 
9

 
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share amounts)
(Unaudited)
 
 
Summary of business by segment
 
   
For the three months ended March 31,
 
   
2010
   
2009
 
Revenues
           
Chemicals
  $ 43,602     $ 35,860  
Biofuels
    4,161       3,877  
Revenues
  $ 47,763     $ 39,737  
                 
Segment gross profit
               
Chemicals
  $ 9,226     $ 7,375  
Biofuels
    (1,285 )     (1,020 )
Segment gross margins
    7,941       6,355  
Corporate expenses
    (2,162 )     (2,063 )
Income before interest and taxes
    5,779       4,292  
Interest and other income
    146       225  
Interest and other expense
    (6 )     (11 )
Provision for income taxes
    (2,260 )     (1,685 )
Net income
  $ 3,659     $ 2,821  

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.
 
10)         Fair value measurements
 
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date.  Fair value accounting pronouncements also include a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of FutureFuel.  Unobservable inputs are inputs that reflect FutureFuel’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances.  The hierarchy is broken down into three levels.  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.  Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly.  Level 3 inputs are unobservable inputs for the asset or liability.  Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 
 
10

 
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share amounts)
(Unaudited)

The following tables provide information by level for assets and liabilities that are measured at fair value, on a recurring basis, at March 31, 2010 and December 31, 2009.
 
   
Asset/(Liability)
 
   
Fair Value at March 31,
   
Fair Value Measurements Using
Inputs Considered as
 
Description
 
2010
   
Level 1
   
Level 2
   
Level 3
 
Available for sale:
                       
Auction rate securities
  $ 2,800     $ -     $ 2,800     $ -  
Preferred stock and trust preferred securities
    10,255       10,255       -       -  
Derivative instruments
  $ (1,889 )   $ (1,889 )   $ -     $ -  

   
Asset/(Liability)
 
   
Fair Value at December 31,
   
Fair Value Measurements Using
Inputs Considered as
 
Description
 
2009
   
Level 1
   
Level 2
   
Level 3
 
Available for sale:
                       
Auction rate securities
  $ 2,800     $ -     $ 2,800     $ -  
Preferred stock and trust preferred securities
    4,011       4,011       -       -  
Derivative instruments
  $ (1,930 )   $ (1,930 )   $ -     $ -  

FutureFuel's Level 1 assets held at March 31, 2010 and December 31, 2009 were preferred stock and trust preferred securities and are included with marketable and auction rate securities on our consolidated balance sheets presented elsewhere herein.  Each of the securities held in this class actively trade on established public markets with price quotes readily available.  FutureFuel's Level 1 liabilities at March 31, 2010 and December 31, 2009 were derivative instruments and are included with other current assets on our consolidated balance sheets presented elsewhere herein, net of cash held as margin in the same account.  Derivative instruments are comprised of heating oil futures contracts and options on futures contracts that we utilize to hedge feedstock purchases and sales of biodiesel and diesel.  These futures and options contracts actively trade on established public markets with price quotes readily available.
 
FutureFuel's Level 2 assets held at March 31, 2010 and December 31, 2009 were auction rate securities and are included with marketable and auction rate securities on our consolidated balance sheets presented elsewhere herein.  This class includes a single security, the price of which is quoted in a relatively inactive market.  In determining fair value, FutureFuel utilized this quoted market price, with additional consideration given to market values of similar securities.
 

 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with our consolidated financial statements, including the notes thereto, set forth herein.  This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance.  Actual results may differ materially from those anticipated in these forward-looking statements.  See “Forward Looking Information” below for additional discussion regarding risks associated with forward-looking statements.
 
Results of Operations
 
In General
 
We break our chemicals business into two main product groups: custom manufacturing and performance chemicals.  Major products in the custom manufacturing group include: (i) nonanoyloxybenzene-sulfonate, a bleach activator manufactured exclusively for a customer for use in a household detergent; (ii) a proprietary herbicide (and intermediates) manufactured exclusively for a customer; (iii) two product lines (CPOs and DIPB) produced under conversion contracts for another customer; and (iv) an industrial intermediate manufactured for a customer for use in the antimicrobial industry.  The major product line in the performance chemicals group is SSIPA/LiSIPA, a polymer modifier that aids the properties of nylon manufactured for a broad customer base.  There are a number of additional small volume custom and performance chemical products that we group into “other products”.
 
Revenues generated from the bleach activator are based on a supply agreement with the customer.  The supply agreement stipulates selling price per kilogram based on volume sold, with price moving up as volumes move down, and vice-versa.  The current contract expires in March 2013.  We pay for raw materials required to produce the bleach activator.  The contract with the customer provides that the price received by us for the bleach activator is indexed to changes in certain items, enabling us to pass along most inflationary increases in production costs to the customer.
 
We have been the exclusive manufacturer for a customer of a proprietary herbicide and certain intermediates.  These products are facing some generic competition, and no assurances can be given that we will remain the exclusive manufacturer for this product line.  The contracts automatically renew for successive one-year periods, subject to the right of either party to terminate the contract not later than 270 days prior to the end of the then current term for the herbicide and not later than 18 months prior to the then current term for the intermediates.  No assurances can be given that these contracts will not be terminated.  The customer supplies most of the key raw materials for production of the proprietary herbicide.  There is no pricing mechanism or specific protection against cost changes for raw materials or conversion costs that we are responsible for purchasing and/or providing.
 
CPOs are chemical intermediates that promote adhesion for plastic coatings and DIPB are intermediates for production of Eastman Chemical Company products used as general purpose inhibitors, intermediates or antioxidants.  As part of our acquisition of FutureFuel Chemical Company, we entered into conversion agreements with Eastman Chemical Company that effectively provide a conversion fee to us for CPOs and DIPB based on volume manufactured, with a minimum annual fee for both products.  In addition, the conversion agreements provide for revenue adjustments for actual price of raw materials purchased by us at standard usages.  Eastman Chemical Company provides key raw materials at no cost.  For the key raw materials, usage over standard is owed Eastman Chemical Company; likewise, any improvement over standard is owed to us at the actual price Eastman Chemical Company incurred for the key raw material.
 
In 2008, we entered into a contract with a new customer for the toll manufacture of an industrial intermediate utilized in the antimicrobial industry.  We invested approximately $10 million in capital expenditures to modify and expand our plant to produce this industrial intermediate.  The customer reimbursed these expenditures, which reimbursements have been classified as deferred revenue on our balance sheet and will be earned into income over the expected life of the product.  The contract stipulates a price curve based on volumes sold and has an inflationary pricing provision whereby we pass along most inflationary changes in production costs to the customer.  The contract expires in December 2013.
 

 
12

 

SSIPA/LiSIPA revenues are generated from a diverse customer base of nylon fiber manufacturers and other customers that produce condensation polymers.  Contract sales are indexed to key raw materials for inflation; otherwise, there is no pricing mechanism or specific protection against raw material or conversion cost changes.
 
Other products include agricultural intermediates and additives, imaging chemicals, fiber additives, and various specialty pharmaceutical intermediates that we have in full commercial production or in development.  These products currently are sold in small quantities to a large customer base.  Pricing for these products is negotiated directly with the customer (in the case of custom manufacturing) or is established based upon competitive market conditions (in the case of performance chemicals).  In general, these products have no pricing mechanism or specific protection against raw material or conversion cost changes.
 
We procure all of our own biodiesel feedstock and only sell biodiesel for our own account.  In rare instances, we purchase biodiesel from other producers for resale.  We have the capability to process multiple types of vegetable oils and animal fats, we can receive feedstock by rail or truck, and we have completed the construction of substantial storage capacity to acquire feedstock at advantaged prices when market conditions permit.  We recently completed a project to increase our production capacity to 59 million gallons of biodiesel per year through the addition of a new continuous processing line.  We initiated commercial production from this new line in May 2009.  By the end of the second quarter of 2009, daily production volumes from the new processing line were demonstrated at approximately 80% of nameplate capacity.  We believe we successfully demonstrated our ability to keep our former continuous processing line at or near capacity for sustained periods of time as well as our ability to procure and logistically handle large quantities of feedstock.  We are currently making process changes that will allow us to use high free fatty acid/low cost feedstock.  After the alterations are made, our plant should be able to produce a fungible product that can be handled in pipelines as well as truck and rail transportation, although no assurances can be given that we will be successful.
 
Uncertainty related to our future biodiesel production relates to changes in feedstock prices relative to biodiesel prices and the $1.00 per gallon federal blender's tax credit, which terminated at the end of 2009 and has not been renewed.  See “Risk Factors” below.
 
While biodiesel is the principal component of the biofuels segment, we also generate revenue from the sale of petrodiesel both in blends with our biodiesel and, from time to time, with no biodiesel added.  Petrodiesel and biodiesel blends are available to customers at our leased storage facility in North Little Rock, Arkansas.  In addition, we deliver blended product to a small group of customers within our region.
 
The majority of our expenses are cost of goods sold.  Cost of goods sold include raw material costs as well as both fixed and variable conversion costs, conversion costs being those expenses that are directly or indirectly related to the operation of our plant.  Significant conversion costs include labor, benefits, energy, supplies, depreciation, and maintenance and repair.  In addition to raw material and conversion costs, cost of goods sold includes environmental reserves and costs related to idle capacity.  Finally, cost of goods sold includes hedging gains and losses recognized by us related to our biofuels segment.  Cost of goods sold is allocated to the chemicals and biofuels business segments based on equipment and resource usage for most conversion costs and based on revenues for most other costs.
 
The discussion of results of operations that follows is based on revenues and expenses in total and for individual product lines and do not differentiate related party transactions.
 
Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009
 
Revenues:  Revenues for the three months ended March 31, 2010 were $47,763,000 as compared to revenues for the three months ended March 31, 2009 of $39,737,000, an increase of 20%.  Revenues from biofuels increased 7% and accounted for 9% of total revenues in 2010 as compared to 10% in 2009.  Revenues from chemicals increased 22% and accounted for 91% of total revenues in 2010 as compared to 90% in 2009.  Within the chemicals segment, revenues for 2010 changed as follows as compared to 2009: revenues from the bleach activator increased 23%; revenues from the proprietary herbicide and intermediates decreased 18%; revenues from CPOs increased more than 100%; revenues from DIPB decreased 12%; and revenues from all other chemical products increased 79%.
 

 
13

 

Revenues from the bleach activator and the proprietary herbicide and intermediates are together the most significant components of FutureFuel Chemical Company’s revenue base, accounting for 61% of revenues for the three months ended March 31, 2010 as compared to 69% for the three months ended March 31, 2009.  The increase in revenue from the bleach activator during 2010 as compared to 2009 was attributable to higher volumes sold in 2010.  The future volume of and revenues from the bleach activator depend on both consumer demand for the product containing the bleach activator and the manufacturing, sales, and marketing priorities of our customer.  We are unable to predict with certainty the revenues we will receive from this product in the future.  With respect to the proprietary herbicide, the decrease in revenues in 2010 as compared to 2009 was primarily a result of lower volumes, partially offset by a moderate price increase resulting from higher raw material costs.
 
Revenues from CPOs and DIPB together increased 58% during 2010.  The end market for CPOs is the automotive industry and demand for this product was impacted by both economic conditions and an inventory build by our customer at the end of 2008, resulting in no revenues in the first quarter of 2009.  Demand for CPOs returned in the first quarter of 2010.  Revenues from DIPB in the first quarter of 2010 were down as compared to the first quarter of 2009 as a result of price reductions and, to a lesser extend volume.
 
Increased revenues in 2010 from the biofuels segment resulted from higher volumes of petrodiesel distributed to our regional market.  We completed shipment of biodiesel under two large sales that had been executed in 2009; otherwise we sold no biodiesel during the first quarter of 2010 as a result of the expiration of the $1.00 per gallon federal blender's credit at the end of 2009.  The volume of biodiesel sold in the first quarter of 2010 decreased 69% as compared to 2009.  The volume of petrodiesel sold in the first quarter of 2010 increased 169% as compared to 2009.  This increase was a result of success with our regional fuel distribution strategy.  Finally, we purchased a granary in March 2009 and, because we anticipate future synergies with our biofuels business, we include the granary’s operating results in our biofuels segment.  Granary revenues are generated from the sale of agricultural commodities, primarily soybeans, rice, and corn.
 
Cost of Goods Sold and Distribution:  Total cost of goods sold and distribution for the first three months of 2010 were $39,822,000 as compared to total cost of goods sold and distribution for 2009 of $33,382,000, an increase of 19%.
 
Cost of goods sold and distribution for the first quarter of 2010 for our chemicals segment were $34,376,000 as compared to cost of goods sold and distribution for the first quarter of 2009 of $28,485,000.  On a percentage basis, the 21% increase in cost of goods sold and distribution was slightly less than the 22% increase in chemicals segment revenues.
 
Cost of goods sold and distribution for the first quarter of 2010 for our biofuels segment were $5,446,000 as compared to cost of goods sold and distribution for the first quarter of 2009 of $4,897,000.  On a percentage basis, cost of goods sold and distribution increased 11% versus an increase in revenues of 7%.  This difference is a result of growth in our fuel distribution business, changes in profit from hedging activity, and an inventory adjustment in the first quarter of 2010.  In our fuel distribution business, we sell petrodiesel and biodiesel blends of less than 5% to as much as 20%.  The margin we earn on the petrodiesel resold as a stand-alone product or as a component of the biodiesel blend is generally less than we earn on biodiesel.  With respect to hedging activity, we incurred a loss of $400,000 during the first quarter of 2010 as compared to a gain of $1,473,000 in the first quarter of 2009.  Finally, as a result of the expiration of the $1.00 per gallon federal blender's credit, our cost of biodiesel feedstock at March 31, 2010 exceeded its market value, requiring a downward inventory adjustment.  Cost of goods sold for the first quarter of 2010 includes a charge to reduce these inventories to market value.
 
Operating Expenses: Operating expenses increased 5%, from $2,063,000 in the first three months of 2009 to $2,162,000 in the first three months of 2010.  Compensation expense increased 48% as a result of additions to our chemical sales department, moderate increases in wages, and a full quarter of expense related to the granary as compared to a partial month in 2009.  Other expense for the first three months of 2010 was unchanged from the same period of 2009.  Related party expense decreased 45% as a result of reduced travel.  Finally, research and development expense decreased 11% from $1,011,000 for the first three months of 2009 to $900,000 in 2010; this decrease is the result of reduced external spending on certain development efforts related to our biofuels segment.
 
Provision for Income Taxes: The effective tax rates for the three months ended March 31, 2010 and 2009 reflect our expected tax rate on reported operating earnings before income taxes.  We have determined that we do not believe
 

 
14

 

that we have a more likely than not probability of realizing a portion of our deferred tax assets.  As such, we have recorded a valuation allowance of $714,000 at March 31, 2010.
 
Critical Accounting Estimates
 
Revenue Recognition:  For most product sales, revenue is recognized when product is shipped from our facilities and risk of loss and title have passed to the customer, which is in accordance with our customer contracts and the stated shipping terms.  Nearly all custom manufactured products are manufactured under written contracts.  Performance chemicals and biodiesel are sold pursuant to the terms of written purchase orders.  In general, customers do not have any rights of return, except for quality disputes.  However, all of our products are tested for quality before shipment, and historically returns have been inconsequential.  We do not offer volume discounts, rebates or warranties.
 
Revenue from bill and hold transactions in which a performance obligation exists is recognized when the total performance obligation has been met.  Bill and hold transactions for six specialty chemical products in 2009 and 2010 related to revenue that was recognized in accordance with contractual agreements based on product produced and ready for use.  These sales were subject to written monthly purchase orders with agreement that production was reasonable.  The inventory was custom manufactured and stored at the customer’s request and could not be sold to another buyer.  Credit and payment terms for bill and hold customers are similar to other specialty chemical customers.  Sales revenue under bill and hold arrangements were $14,614,000 and $14,172,000 for the three months ended March 31, 2010 and 2009, respectively.
 
Liquidity and Capital Resources
 
Our consolidated net cash provided by (used in) operating activities, investing activities and financing activities for the three months ended March 31, 2010 and 2009 are set forth in the following chart.
 
(Dollars in thousands)
 
   
March 31,
2010
   
March 31,
2009
 
Net cash provided by operating activities
  $ 1,381     $ 2,648  
Net cash provided by (used in) investing activities
  $ (8,075 )   $ 27,171  
Net cash provided by financing activities
  $ 45,777     $ -  

Operating Activities:  Cash provided by operating activities decreased from $2,648,000 during the first quarter of 2009 to $1,381,000 during the first quarter of 2010.  Discussion of the significant components of this change follows.  Cash provided by (used in) the change in accounts receivable decreased from $1,128,000 in the first quarter of 2009 to $(2,973,000) in 2010.  This decrease is attributable to generally higher sales activity in the first quarter of 2010 as compared to 2009 and, hence, higher receivable balances at the end of the first quarter of 2010.  In addition, we agreed with a customer to accept prepayment of certain invoices at the end of 2009 in exchange for extended payment terms for product shipped in the first quarter of 2010.  Cash used in the change in accounts payable, including related party balances, increased from $2,494,000 in the first quarter of 2009 to $3,836,000 in 2010.  This increase is attributable to payments during the first quarter of 2010 for grain purchased in the fourth quarter of 2009 – there were no such payments in the first quarter of 2009 as we did not purchase the granary until March 2009 and there were no outstanding payables at the time of the acquisition.  Cash provided by (used in) changes in deferred revenue increased from $(135,000) in the first three months of 2009 to $2,081,000 in 2010.  Certain customers reimbursed us for capital expenditures we incurred in the construction or modification of assets to produce new products.  In addition, the State of Arkansas began funding a capital project to expand and improve the rail infrastructure at our site.  This funding by the customers and government was recognized as deferred revenue to be amortized over the expected life of the respective customer relationship or asset.
 
Investing Activities:  Cash provided by (used in) investing activities decreased from $27,171,000 in the first quarter of 2009 to $(8,075,000) in the first quarter of 2010.  This decrease is primarily attributable to changes in net cash flows from short term investments.  Cash provided by (used in) the proceeds from the sale of marketable securities, the net purchases of auction rate securities, the proceeds from the sale of commercial paper and the purchase of preferred stock and trust preferred securities was $33,147,000 in the first three months of 2009 as compared to $(6,034,000) in 2010.  The investing activities which spurred these changes are further described below under
 

 
15

 

“Capital Management”.  In addition to cash flows from short term investments, the decrease in cash provided by investing activities was partially attributable to a decline in cash provided by the collateralization of derivative instruments, which decreased from $3,398,000 in the first three months of 2009 to $353,000 in 2010.  Partially offsetting the decreases in cash provided by (used in) investing activities described above, cash used for capital expenditures decreased from $8,075,000 in the first three months of 2009 to $2,394,000 in 2010.
 
Financing Activities:  Cash provided by financing activities increased from $- in the first quarter of 2009 to $45,777,000 in the first quarter of 2010.  This change is entirely attributable to proceeds from the issuance of stock in the first quarter of 2010, stemming from certain warrant holders exercising such warrants.
 
Credit Facility
 
FutureFuel Chemical Company entered into a $50 million credit agreement with a commercial bank in March 2007.  The loan is a revolving facility the proceeds of which may be used for working capital, capital expenditures and general corporate purposes of FutureFuel Chemical Company.  The facility terminated on March 10, 2010 and was subsequently renewed and extended on March 14, 2010 expiring on June 30, 2013 with only slight modifications to the original credit agreement.  Advances are made pursuant to a borrowing base.  Advances are secured by a perfected first priority security interest in accounts receivable and inventory.  The interest rate floats at certain margins over LIBOR or base rate dependent upon certain leverage ratios.
 
There is an unused commitment fee of 0.325% per annum.  The ratio of EBITDA to fixed charges may not be less than 3:1.  FutureFuel has guaranteed FutureFuel Chemical Company’s obligations under this credit agreement.
 
As of March 31, 2010 and December 31, 2009, FutureFuel Chemical Company had no borrowings under this $50 million credit agreement.
 
We intend to fund future capital requirements for FutureFuel Chemical Company’s chemical and biofuels segments from cash flow generated by operations as well as from existing cash and borrowings under the credit facility.  We do not believe there will be a need to issue any securities to fund such capital requirements.
 
Off-Balance Sheet Arrangements
 
Our only off-balance sheet arrangements were hedging transactions.  We engage in two types of hedging transactions.  First, we hedge our biodiesel sales through the purchase and sale of futures contracts and options on futures contracts of energy commodities.  This activity was captured on our balance sheet at March 31, 2010 and December 31, 2009.  Second, we hedge our biodiesel feedstock through the execution of purchase contracts and supply agreements with certain vendors.  These hedging transactions are recognized in earnings and were not recorded on our balance sheet at March 31, 2010 or December 31, 2009 as they do not meet the definition of a derivative instrument as defined under accounting principles generally accepted in the U.S.  The purchase of biodiesel feedstock generally involves two components: basis and price.  Basis covers any refining or processing required as well as transportation.  Price covers the purchases of the actual agricultural commodity.  Both basis and price fluctuate over time.  A supply agreement with a vendor constitutes a hedge when FutureFuel Chemical Company has committed to a certain volume of feedstock in a future period and has fixed the basis and/or price for that volume.
 
Capital Management
 
As a result of our initial equity offering and our subsequent positive operating results, we have accumulated excess working capital.  Some of this excess working capital was paid out in 2008 and 2009 as a special cash dividend.  We intend to retain the remaining cash to fund infrastructure and capacity expansion at our Batesville plant and to pursue complimentary acquisitions in the energy and chemical industries.  Given the recent and current conditions in capital markets, we intend to take a risk averse approach to managing these funds.  Third parties have not placed significant restrictions on our working capital management decisions.
 
In the first quarter of 2010, these funds were predominantly held in cash or cash equivalents at multiple financial institutions and, to a lesser degree, preferred stock and trust preferred securities.  We also maintained a small position in auction rate securities.
 

 
16

 

We have selectively made investments in certain auction rate securities that we believe offer sufficient yield along with sufficient liquidity.  To date, all the auction rate securities in which we have invested have maintained a mechanism for liquidity, meaning that the respective auctions have not failed, the issuers have called the instruments, or a secondary market exists for liquidation of the securities.  We have classified these instruments as current assets in the accompanying consolidated balance sheet and carry them at their estimated fair market value.  The fair market value of these instruments approximated their par value and, including accrued interest, totaled $2,800,000 at March 31, 2010.  Auction rate securities are typically long term bonds issued by an entity for which there is a series of auctions over the life of the bond that serve to reset the interest rate on the bonds to a market rate.  These auctions also serve as a mechanism to provide liquidity to the bond holders; as long as there are sufficient purchasers of the auction rate securities, the then owners of the auction rate securities are able to liquidate their investment through a sale to the new purchasers.  In the event of an auction failure, a situation when there are more sellers than buyers of a particular issue, the current owners of an auction rate security issue may not be able to liquidate their investment.  As a result of an auction failure, a holder may be forced to hold the particular security either until maturity or until a willing buyer is found.  Even if a willing buyer is found, however, there is no guarantee that this willing buyer will purchase the security for its carrying value, which would result in a loss being realized on the sale.  The liquidity problems currently experienced in the U.S. auction rate securities markets have generally been focused on closed-end fund and student loan auction rate securities, asset classes that we have avoided.
 
We maintain depository accounts such as checking accounts, money market accounts and other similar accounts at selected financial institutions.
 
Other Matters
 
We entered into an agreement with a customer to construct, at a fixed price, a processing plant and produce a certain chemical for the customer.  We engaged a third party to act as general contractor on the construction of this plant for a guaranteed price.  That general contractor defaulted on its obligations under its contract with us and abandoned the project.  As a result, we undertook the general contractor role ourselves.  We also filed suit against our former contractor to recoup any damages that we may incur as a result of his default.  The former contractor has counterclaimed against us for amounts he asserts are due him under our contract with him.  At this time, we are unable to determine what effect the general contractor’s counterclaim will have on us or on our financial condition.
 
We entered into an agreement with a biodiesel trade association to pay certain fees and dues to the association in order to obtain access and registration to the association’s compiled biodiesel health effects data (“HED”) required by the United States Environmental Protection Agency (“USEPA”) for biodiesel manufacturers.  Manufacturers of biodiesel who pay their fair share of costs for the HED can have access to and obtain registration with the USEPA.  We brought suit against the trade association for rescission of the agreement for various reasons including, among other things, that we have already paid our fair share of costs for the data to the trade association; and that the fees and dues structure of the trade association are overly excessive and against public policy.  The trade association has filed suit against us for collection of alleged fees and dues owed by us to it.  At this time, we are unable to determine what effect the trade association’s suit against us will have on us or on our financial condition.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 
In recent years, general economic inflation has not had a material adverse impact on FutureFuel Chemical Company’s costs and, as described elsewhere herein, we have passed some price increases along to our customers.  However, we are subject to certain market risks as described below.
 
Market risk represents the potential loss arising from adverse changes in market rates and prices.  Commodity price risk is inherent in the chemical and biofuels business both with respect to input (electricity, coal, biofuels feedstock, etc.) and output (manufactured chemicals and biofuels).
 
We seek to mitigate our market risks associated with the manufacturing and sale of chemicals by entering into term sale contracts that include contractual market price adjustment protections to allow changes in market prices of key raw materials to be passed on to the customer.  Such price protections are not always obtained, however, so raw material price risk remains significant.
 

 
17

 

In order to manage price risk caused by market fluctuations in biofuels prices, we may enter into exchange traded commodity futures and options contracts.  We account for these derivative instruments in accordance with ASC 815-20-25, Derivatives and Hedging, Hedging-General, Recognition.  Under this standard, the accounting for changes in the fair value of a derivative instrument depends upon whether it has been designated as an accounting hedging relationship and, further, on the type of hedging relationship.  To qualify for designation as an accounting hedging relationship, specific criteria must be met and appropriate documentation maintained.  We had no derivative instruments that qualified under these rules as designated accounting hedges in 2010 or 2009.  Changes in the fair value of our derivative instruments are recognized at the end of each accounting period and recorded in the statement of operations as a component of cost of goods sold.
 
Our immediate recognition of derivative instrument gains and losses can cause net income to be volatile from quarter to quarter due to the timing of the change in value of the derivative instruments relative to the sale of biofuels being sold.  As of March 31, 2010 and December 31, 2009, the fair values of our derivative instruments were a net liability in the amount of $1,889,000 and $1,930,000, respectively.
 
Our gross profit will be impacted by the prices we pay for raw materials and conversion costs (costs incurred in the production of chemicals and biofuels) for which we do not possess contractual market price adjustment protection.  These items are principally comprised of animal fat and electricity.  The availability and price of these items are subject to wide fluctuations due to unpredictable factors such as weather conditions, overall economic conditions, governmental policies, commodity markets and global supply and demand.
 
We prepared a sensitivity analysis of our exposure to market risk with respect to key raw materials and conversion costs for which we do not possess contractual market price adjustment protections, based on average prices for the first three months of 2010.  We included only those raw materials and conversion costs for which a hypothetical adverse change in price would result in a 1.5% or greater decrease in gross profit.  Assuming that the prices of the associated finished goods could not be increased and assuming no change in quantities sold, a hypothetical 10% change in the average price of the commodity listed below would result in the following change in annual gross profit:.
 
 (Volumes and dollars in thousands)
 
Item
 
Volume(a)
Requirements
 
Units
 
Hypothetical Adverse Change in Price
 
Decrease in
Gross Profit
 
Percentage Decrease in Gross Profit
Natural Gas
 
218,677
 
MCF
 
10.0%
 
$               130
 
1.6%
__________
 
(a)
Volume requirements and average price information are based upon volumes used and prices obtained for the three months ended March 31, 2010.  Volume requirements may differ materially from these quantities in future years as the business of FutureFuel Chemical Company evolves.
 
As of March 31, 2010 and December 31, 2009, we had no borrowings and were not exposed to interest rate risk.
 
Item 4. Controls and Procedures.
 
Under the supervision and with the participation of our Chief Executive Officer and our Principal Financial Officer and other senior management personnel, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of the end of the period covered by this report.  Based on that evaluation, our Chief Executive Officer and our Principal Financial Officer have concluded that these disclosure controls and procedures as of March 31, 2010 were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
 
There were no changes in our internal control over financial reporting during our last fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
 

 
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PART II
OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
Neither we nor our subsidiary are a party to, nor is any of ours or their property subject to, any material pending legal proceedings, other than ordinary routine litigation incidental to their businesses.
 
From time to time, FutureFuel Chemical Company and its operations may be parties to, or targets of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, asbestos, patent and intellectual property, commercial, contract, environmental, antitrust, health and safety and employment matters, which we expect to be handled and defended in the ordinary course of business.  While we are unable to predict the outcome of any matters currently pending, we do not believe that the ultimate resolution of any such pending matters will have a material adverse effect on our overall financial condition, results of operations or cash flows.  However, adverse developments could negatively impact earnings or cash flows in future periods.
 
Item 1A. Risk Factors.
 
See our Form 10-K, Annual Report for the year ended December 31, 2009 filed with the Securities and Exchange Commission on March 15, 2010 for a description of “Risk Factors” relating to an investment in us.  There are no material changes from the risk factors disclosed in such filing except as follows.
 
The federal excise tax credit for biodiesel expired on December 31, 2009 and Congress has not enacted legislation to extend this credit.  If the credit permanently expires, FutureFuel Chemical Company’s cost of producing biodiesel will be increased, which could have an adverse effect on our financial position.
 
In October 2004, Congress passed a biodiesel tax incentive, structured as a federal excise tax credit, as part of the American Jobs Creation Act of 2004.  The credit amounts to one cent for each percentage point of vegetable oil or animal fat biodiesel that is blended with petrodiesel (and one-half cent for each percentage point of recycled oils and other non-agricultural biodiesel).  For example, blender's that blend B20 made from soy, canola and other vegetable oils and animal fats receive a 20¢ per gallon excise tax credit, while biodiesel made from recycled restaurant oils (yellow grease) receive half of this credit.  The tax incentive generally is taken by petroleum distributors and is passed on to the consumer.  It is designed to lower the cost of biodiesel to consumers in both taxable and tax-exempt markets.  The tax credit was scheduled to expire at the end of 2006, but was extended in the Energy Policy Act of 2005 to December 31, 2008 and most recently it was extended to December 31, 2009.
 
Congress has not enacted any legislation to extend this tax credit beyond December 31, 2009.  If the tax credit is not extended, FutureFuel Chemical Company’s biodiesel production costs will increase by $1.00 per gallon.  If biodiesel feedstock costs do not decrease significantly relative to biodiesel prices, FutureFuel Chemical Company would realize a negative biodiesel production margin.  As a result, we would cease producing biodiesel, which could have an adverse effect on our financial condition.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
None.
 
Item 3. Defaults Upon Senior Securities.
 
None.
 
Item 4. Submission of Matters to Vote of Security Holders.
 
None.
 

 
19

 

Item 5. Other Information.
 
On March 12, 2010, we declared a special cash dividend of $0.20 per share on our common stock, with a record date of March 23, 2010 and a payment date of April 9, 2010.  Payment of the dividend was issued on April 9, 2010 as originally announced.
 
Item 6. Exhibits and Reports on Form 8-K.
 
Exhibit No.
Description
10.10.2
Second Modification Agreement dated March 14, 2010 to the Credit Agreement between FutureFuel Chemical Company and Regions Bank
31(a)
Rule 13a-15(e)/15d-15(e) Certification of chief executive officer
31(b)
Rule 13a-15(e)/15d-15(e) Certification of principal financial officer
32
Section 1350 Certification of chief executive officer and principal financial officer

Forward Looking Information
 
This Form contains or incorporates by reference “forward-looking statements”.  When used in this document, the words “anticipate,” “believe,” “estimate,” “expect,” “plan,” and “intend” and similar expressions, as they relate to us, FutureFuel Chemical Company or our respective management, are intended to identify forward-looking statements.  These forward-looking statements are based on current management assumptions and are subject to uncertainties and inherent risks that could cause actual results to differ materially from those contained in any forward-looking statement.  We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance.  Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions as well as, but not limited to, the following:
 
·
conflicts of interest of our officers and directors;
 
·
potential future affiliations of our officers and directors with competing businesses;
 
·
the control by our founding shareholders of a substantial interest in us;
 
·
the highly competitive nature of the chemical and alternative fuel industries;
 
·
fluctuations in energy prices may cause a reduction in the demand or profitability of the products or services we may ultimately produce or offer or which form a portion of our business;
 
·
changes in technology may render our products or services obsolete;
 
·
failure to comply with governmental regulations could result in the imposition of penalties, fines or restrictions on operations and remedial liabilities;
 
·
the operations of FutureFuel Chemical Company’s biofuels business may be harmed if the applicable government were to change current laws and/or regulations;
 
·
our board may have incorrectly evaluated FutureFuel Chemical Company’s potential liabilities;
 
·
our board may have FutureFuel Chemical Company engage in hedging transactions in an attempt to mitigate exposure to price fluctuations in petroleum product transactions and other portfolio positions which may not ultimately be successful; and
 
·
we may not continue to have access to capital markets and commercial bank financing on favorable terms and FutureFuel Chemical Company may lose its ability to buy on open credit terms.
 
Although we believe that the expectations reflected by such forward-looking statements are reasonable based on information currently available to us, no assurances can be given that such expectations will prove to have been correct.  All forward-looking statements included in this Form and all subsequent oral forward-looking statements
 

 
20

 

attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.  We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.  Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as to their particular dates.
 

 
21

 

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



By: /s/ Douglas D. Hommert                                                                                                                                                           
Douglas D. Hommert, Executive Vice President, Secretary
and Treasurer
 
Date:  May 10, 2010
 
22


 
ex10p10p2.htm  

Exhibit 10.10.2
Second Modification Agreement
 
THIS SECOND MODIFICATION AGREEMENT (this “Agreement”) is made and entered into so as to be effective as of March 14, 2010, by and between FUTUREFUEL CHEMICAL COMPANY, a Delaware corporation whose address or principal place of business is 2800 Gap Road, Batesville, Arkansas 72501 (hereinafter referred to as “Borrower”) and REGIONS BANK, with an address at 8182 Maryland Ave., Suite 200, Clayton, Missouri 63105 (hereinafter referred to as “Bank”).
 
WITNESSETH:
 
WHEREAS, Bank extended certain financing to Borrower on March 14, 2007, in the original aggregate principal amount of Fifty Million and 00/100 Dollars ($50,000,000.00) (the "Loan") pursuant to that certain Credit Agreement by and between Bank and Borrower dated March 14, 2007 (“Credit Agreement”); and
 
WHEREAS, as evidence of the indebtedness incurred under the Loan, Borrower has previously executed and delivered to Bank a certain Revolving Credit Promissory Note executed by Borrower and payable to the order of Bank in the original principal amount of Fifty Million and 00/100 Dollars ($50,000,000.00) dated March 14, 2007 (the “Note”); and
 
WHEREAS, the Note is secured by, among other things, that certain Security Agreement – Accounts and Inventory, executed by Borrower for the benefit of Bank dated March 14, 2007 (the “Security Agreement”); and
 
WHEREAS, Borrower and Bank agreed to modify certain of the terms and conditions of the Loan Documents (as such term is defined below) and agreed to add FFC Grain, L.L.C., an Arkansas limited liability company (“FFC Grain”) as a guarantor of the Loan, pursuant to the terms and conditions of that certain First Modification Agreement dated so as to be effective as of May 21, 2009 (the “First Modification”) along with those certain other ancillary documents relating thereto: and
 
WHEREAS, Bank is the present holder of the Note; and
 
WHEREAS, Borrower has requested that Bank further modify certain of the terms and conditions of the Loan Documents, and Bank is willing to so modify certain of the terms and conditions of the Loan Documents, subject to the terms and conditions of this Agreement as are more fully set forth below;
 
NOW, THEREFORE, in consideration of time and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, but subject to all the conditions and provisions contained in the Credit Agreement, the Note, the Security Agreement, the First Modification and all other documents evidencing or securing the Loan (collectively, the "Loan Documents"), except as herein modified, Borrower hereby agrees to and with Bank and its successors and assigns as follows:
 
1.      All capitalized terms used herein, except as modified hereby shall have the same meanings as set forth in the Loan Documents.
 
2.      The Maturity Date is hereby extended from March 14, 2010 until June 30, 2013, at which time all amounts due and owing under the Note shall be due and payable without notice or demand.
 
3.      The language found in Section 3.10 of the Credit Agreement is hereby deleted in its entirety and the following language is inserted in lieu thereof:
 
 “3.10      Unused Line Fee. The Borrower agrees to pay to the Bank, on the first day of each month for the immediately preceding month, a fee equal to 0.325% per annum of the difference between Fifty Million and 00/100 Dollars ($50,000,000.00) and the average monthly Revolving Credit Loan outstanding balance (which

 
 

 
 
monthly Revolving Credit Loan outstanding balance shall include but not be limited to the aggregate amounts of any and all letters of credit that may be issued by Bank in connection with the sub-line available to Borrower pursuant to the terms and conditions of Section 2.02(b) hereof); provided, however, that the Borrower shall not be obligated to pay such fee if such fee arises solely due to the Bank's decision to cease making Revolving Credit Loans to the Borrower.”
 
4.      The language found in Section 6.01(c) of the Credit Agreement is hereby deleted in its entirety and the following language is inserted in lieu thereof:
 
  “(c)           Borrowing Base Certificates.  So long as the aggregate amount of the Loans are less than Ten Million Dollars ($10,000,000.00), Borrower shall not be obligated to furnish Bank with a Borrowing Base Certificate.  In the event that the aggregate amount of the Loans are greater than or equal to Ten Million Dollars ($10,000,000.00), then Borrower shall furnish to the Bank prior to any and all additional borrowings hereunder, but at least monthly, a Borrowing Base Certificate showing, as of the close of business on the last day of the immediately preceding month, the Borrowing Base.  Concurrent with the delivery of the Borrowing Base Certificate, Borrower shall provide a written report to Bank of all returns and all material disputes and claims, together with sales and other reports relating to the Accounts and Inventory, as reasonably required by Bank.  Bank shall have the right to review and adjust any calculations made by Borrower in a Borrowing Base Certificate (i) to reflect Bank's reasonable estimate of declines in value of any of the Collateral described therein; and (ii) to the extent that such calculation is not in accordance with this Agreement or does not accurately reflect the amount of the Availability Reserve.  In no event shall the Borrowing Base on any date be deemed to exceed the amount of the Borrowing Base shown on the Borrowing Base Certificate last received by Bank prior to such date, as such Borrowing Base Certificate may be adjusted from time to time by Bank as authorized herein.  If Borrower fails to deliver to Bank the Borrowing Base Certificate on the date when due, then notwithstanding any of the provisions contained herein or in any other Loan Document to the contrary, Bank may suspend honoring any requests for Loans until a current Borrowing Base Certificate is delivered to Bank.”
 
5.      Schedule 5.01(i) attached to the Credit Agreement is hereby deleted, and the revised Schedule 5.01(i) which is attached to this Agreement shall be inserted in lieu thereof and shall be considered a replacement thereof.
 
6.      The obligations of Bank hereunder shall be subject to satisfaction of the following conditions precedent:
 
(a)                 Borrower’s execution and delivery to Bank of this Agreement;
 
(b)                 Borrower’s execution and delivery to Bank of such other documents, certificates and agreements as Bank reasonably may require, including, without limitation, certain certificates confirming the organizational and operational documents of Borrower, FutureFuel Corp., a Delaware corporation (“FutureFuel”), and FFC Grain, and the authority of Borrower, FutureFuel and FFC Grain to enter into the transactions contemplated by this Agreement.
 
7.      Borrower hereby represents, covenants and warrants to Bank as follows:
 
(a)                 The representations and warranties in the Loan Documents are true and correct as of the date hereof;
 
(b)                 There is currently no Default Event of Default under the Loan Documents;
 
(c)                 The Loan Documents are in full force and effect and, following the execution and delivery of this Agreement, they continue to be the legal, valid and binding obligations of Borrower enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally and subject to the discretion of courts in applying equitable remedies;

 
2

 
 
(d)                 There has been no material adverse change in the financial condition of Borrower, Guarantors or any other party whose financial statement has been delivered to Bank in connection with the Loan from the date of the most recent financial statement received by Bank;
 
(e)                 As of the date hereof, Borrower has no claims, counterclaims, defenses, or set-offs with respect to the Loan or the Loan Documents as modified herein; and
 
(f)      Borrower is validly existing under the laws of the State of its formation or organization and has the requisite power and authority to execute and deliver this Agreement and to perform the Loan Documents as modified herein.  The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower.  This Agreement has been duly executed and delivered on behalf of Borrower.
 
8.      Borrower specifically understands and agrees that Bank is consenting to the terms and conditions of this Agreement in reliance upon all of the security previously pledged to Bank as security for the repayment of the Note, including but not limited to the continuing validity and enforceability of: (i) that certain Continuing Unlimited Guaranty Agreement executed by FutureFuel and dated March 14, 2007 (the “FutureFuel Guaranty”); and (ii) that certain Continuing Unlimited Guaranty Agreement executed by FCC Grain and dated June 30, 2009 (the “FCC Grain Guaranty”).  Borrower further acknowledges and agrees that the effectiveness of this Agreement is expressly conditioned upon the receipt by Bank of Consent and Reaffirmation Agreements of each of the FutureFuel Guaranty and the FCC Grain Guaranty executed by FutureFuel and FCC Grain, respectively, such to be in form and substance satisfactory to Bank in Bank’s sole discretion.
 
9.      Borrower hereby confirms and ratifies the Note, and any agreement securing or related to the Note.  This Agreement serves as a modification of the Loan Documents and not a replacement or novation thereof.
 
10.   Borrower shall reimburse Bank for all expenses incurred by Bank in connection with this Agreement, including reasonable attorneys' fees incurred by Bank in connection herewith.
 
11.   Borrower represents to Bank and agrees that the covenants and agreements in the Note and other obligations secured thereby, except as herein modified, shall be and remain in full force and effect, subject to all the conditions and provisions contained in the Loan Documents.
 
12.   Borrower represents to Bank that Borrower has no defenses, set-offs, claims, actions, causes of action, damages, demands or any other claims of any kind or nature whatsoever, whether asserted or unasserted, against Bank as of the date hereof with respect to any action previously taken or not taken by Bank.
 
Without limiting the generality of the foregoing, Borrower waives, releases and forever discharges Bank and Bank's employees, agents, officers and directors from and against any and all rights, claims, action, causes of action, damages, demands, incidental or consequential damages and all other claims of whatsoever nature which may now exist or which may later accrue or arise out of any dealings between them occurring on or before the date of this Agreement.
 
13.   Borrower further acknowledges and agrees that the Bank is specifically relying upon the representations, warranties, and agreements contained herein and that this Agreement is being executed by Borrower and delivered to Bank as a material inducement to the Bank to forbear from exercising contractual remedies, if any, currently available to Bank, including foreclosure, attachment, and prosecution in collection of any outstanding indebtedness under the Note and all security interests, encumbrances, liens, deeds of trust, mortgages and other collateral given as security therefore.
 
14.   This Agreement shall not be deemed to constitute an alteration, waiver, annulment, or variation of any of the terms and conditions of the Loan Documents except as expressly set forth herein.  Any term or condition of the Loan Documents that is inconsistent with this Agreement is deemed modified to be consistent herewith.  If, for any reason, this Agreement is invalid, the Note shall be enforceable in accordance with its original form as heretofore amended.

 
3

 

 
15.   No amendment, modification, supplement, termination, consent or waiver of any provision of this Agreement, nor consent to any departure therefrom, will in any event be effective unless the same is in writing and is signed by the party against whom enforcement of the same is sought.  Any waiver of any provision of this Agreement and any consent to any departure from the terms of any provision of this Agreement is to be effective only in the specific instance and for the specific purpose for which given.
 
16.   Captions contained in this Agreement have been inserted herein only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provisions hereof.
 
17.   For purposes of executing this Agreement, a document (or signature page thereto) signed and transmitted by facsimile machine or telecopier or submitted in portable document format (PDF) is to be treated as an original document.  The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document.  At the request of any party, any facsimile, telecopy or PDF document is to be reexecuted in original form by the parties who executed the facsimile, telecopy or PDF document.  No party may raise the use of a facsimile machine or telecopier or the fact that any signature was transmitted through the use of a facsimile or telecopier machine or via email as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this Paragraph.
 
18.   This Agreement may be executed by the parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the parties notwithstanding that all the parties are not signatories to the same counterpart.
 
19.   This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, letters of intent, understandings, negotiations and discussions of the parties, whether oral or written.
 
20.    The parties will execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purpose of this Agreement.
 
21.   This Agreement and the rights and obligations of the parties hereunder are to be governed by and construed and interpreted in accordance with the laws of the State of Missouri applicable to contracts made and to be performed wholly within Missouri, without regard to choice or conflict of laws rules.
 
22.   Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to the extent of any such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof, or affecting the validity, enforceability or legality of such provision in any other jurisdiction, unless the ineffectiveness of such provision would result in such a material change as to cause completion of the transactions contemplated hereby to be unreasonable.
 
23.   All provisions of this Agreement are binding upon, inure to the benefit of, and are enforceable by or against, the parties and their respective heirs, executors, administrators or other legal representatives and permitted successors and assigns.
 
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED, THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT.  TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
 
Signature Page Follows

 
4

 


 
IN WITNESS WHEREOF, the undersigned have caused this instrument to be executed as of the day and year first above written.
 

REGIONS BANK


By:           /s/ John Holland                                                      
John Holland, Senior Vice President



FUTUREFUEL CHEMICAL COMPANY,
a Delaware corporation


By:           /s/ Douglas D. Hommert                                            
Douglas D. Hommert, Executive Vice President



ex31pa.htm  


Exhibit 31(a)
Certification
 
 
I, Lee E. Mikles, the chief executive officer of FutureFuel Corp. (“registrant”), certify that:
 
 
1.
I have reviewed this report on Form 10-Q of the registrant.
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 
3.
Based on my knowledge, the financial statements, and the other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
 
 
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
 
 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially effect, the registrant’s internal control over financial reporting.
 
 
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
 
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: May 10, 2010
 
 
/s/ Lee E. Mikles                                                  
Lee E. Mikles
President and Chief Executive Officer
 
ex31pb.htm  


Exhibit 31(b)
Certification
 
 
I, Douglas D. Hommert, the principal financial officer of FutureFuel Corp. (“registrant”), certify that:
 
 
1.
I have reviewed this report on Form 10-Q of the registrant.
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 
3.
Based on my knowledge, the financial statements, and the other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
 
 
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
 
 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially effect, the registrant’s internal control over financial reporting.
 
 
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
 
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: May 10, 2010
 
 
/s/ Douglas D. Hommert                                              
Douglas D. Hommert, Principal Financial Officer,
Executive Vice President, Secretary and Treasurer
 
ex32.htm  

 
Exhibit 32
Certification
Pursuant to 18 U.S.C. §1350,
As Adopted Pursuant  to
§906 of the Sarbanes-Oxley Act of 2002
 
In connection with the Quarterly Report of Future Fuel Corp. (the “Company”) on Form 10-Q for the period ending March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
 
1.
The Report fully complies with the requirements of §13(a) of the Securities Exchange Act of 1934, as amended.
 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 



 
/s/ Lee E. Mikles                                                             
 
Lee E. Mikles,
 
President and Chief Executive Officer




 
/s/ Douglas D. Hommert                                                
 
Douglas D. Hommert, Principal Financial Officer,
 
Executive Vice President, Secretary and Treasurer

 
May 10, 2010