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 June 30, 2016

OR

T RANSITION 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 

 

(IRS Employer Identification No.) 

Incorporation or Organization) 

 

 

8235 Forsyth Blvd., Suite 400

St. Louis, Missouri 63105

(Address of Principal Executive Offices)

 

(314) 854-8385

(Registrant’s Telephone Number, Including Area Code)

 

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 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    

 

Smaller reporting 

 

 

(do not check if a smaller reporting company) 

 

company 

 

 

 

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 August 9, 2016: 43,721,376

 

 

 

PART I FINANCIAL INFORMATION

   

Item 1. Financial Statements.

 

The following sets forth our unaudited consolidated balance sheet as of June 30, 2016, our audited consolidated balance sheet as of December 31, 2015, our unaudited consolidated statements of operations and comprehensive income for the three-month and six-month periods ended June 30, 2016 and June 30, 2015, and our unaudited consolidated statements of cash flows for the six-month periods ended June 30, 2016 and June 30, 2015.

 

FutureFuel Corp.

Consolidated Balance Sheets

As of June 30, 2016 and December 31, 2015

(Dollars in thousands) 

 

    (Unaudited)          
    June 30, 2016     December 31, 2015  
Assets                

Cash and cash equivalents

  $ 173,600     $ 154,049  

Accounts receivable, inclusive of the blenders' tax credit of $5,821 and $30,895 and net of allowances for bad debt of $0 and $0, at June 30, 2016 and December 31, 2015, respectively

    24,611       46,319  

Accounts receivable – related parties

    33       10  

Inventory

    58,717       64,957  

Income tax receivable

    16,932       14,114  

Prepaid expenses

    1,053       1,642  

Prepaid expenses – related parties

    35       35  

Marketable securities

    92,064       74,667  

Deferred financing costs

    144       144  

Other current assets

    1,892       3,887  

Total current assets

    369,081       359,824  

Property, plant and equipment, net

    121,012       124,330  

Intangible assets

    1,408       1,408  

Deferred financing costs

    397       469  

Other assets

    3,640       3,078  

Total noncurrent assets

    126,457       129,285  

Total Assets

  $ 495,538     $ 489,109  

Liabilities and Stockholders’ Equity

 

Accounts payable

  $ 16,494     $ 34,442  

Accounts payable – related parties

    1,828       244  

Current deferred income tax liability

    4,533       7,060  

Deferred revenue – short-term

    4,143       2,680  

Contingent liability – short-term

    1,151       1,151  

Accrued expenses and other current liabilities

    5,446       2,976  

Total current liabilities

    33,595       48,553  

Deferred revenue – long-term

    17,378       15,908  

Other noncurrent liabilities

    836       1,219  

Noncurrent deferred income tax liability

    27,790       29,117  

Total noncurrent liabilities

    46,004       46,244  

Total liabilities

    79,599       94,797  

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, 43,721,376 and 43,715,832, issued and outstanding as of June 30, 2016 and December 31, 2015, respectively

    4       4  

Accumulated other comprehensive income

    3,372       2,055  

Additional paid in capital

    279,994       279,231  

Retained earnings

    132,569       113,022  

Total stockholders’ equity

    415,939       394,312  

Total Liabilities and Stockholders’ Equity

  $ 495,538     $ 489,109  

 

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

 

1

 

 

 

 

FutureFuel Corp.

Consolidated Statements of Operations and Comprehensive Income

For the Three Months and Six Months Ended June 30, 2016 and 2015

(Dollars in thousands, except per share amounts)

(Unaudited) 

   

Three months ended June 30:

   

Six months ended June 30:

 
   

2016

   

2015

   

2016

   

2015

 

Revenue

  $ 65,842     $ 78,690     $ 109,046     $ 128,505  

Revenues – related parties

    2,037       25,908       5,468       30,180  

Cost of goods sold

    57,118       96,900       90,276       135,210  

Cost of goods sold – related parties

    1,914       1,063       3,435       2,807  

Distribution

    768       986       1,565       1,634  

Distribution – related parties

    107       105       213       176  

Gross profit

    7,972       5,544       19,025       18,858  

Selling, general, and administrative expenses

                               

Compensation expense

    1,277       1,059       2,443       2,212  

Other expense

    540       572       1,163       1,181  

Related party expense

    41       66       89       126  

Research and development expenses

    738       670       1,425       1,385  
      2,596       2,367       5,120       4,904  

Income from operations

    5,376       3,177       13,905       13,954  

Interest and dividend income

    1,464       1,405       2,809       2,672  

Interest expense

    (42 )     (43 )     (85 )     (49 )

Gain/(loss) on marketable securities

    613       451       (405 )     1,471  

Other expense

    (104 )     (78 )     (220 )     (122 )
      1,931       1,735       2,099       3,972  

Income before income taxes

    7,307       4,912       16,004       17,926  

(Benefit)/provision for income taxes

    (6,917 )     1,119       (8,789 )     6,002  

Net income

  $ 14,224     $ 3,793     $ 24,793     $ 11,924  
                                 

Earnings per common share

                               

Basic

  $ 0.33     $ 0.09     $ 0.57     $ 0.27  

Diluted

  $ 0.33     $ 0.09     $ 0.57     $ 0.27  

Weighted average shares outstanding

                               

Basic

    43,527,857       43,420,923       43,501,599       43,396,789  

Diluted

    43,528,759       43,428,733       43,507,509       43,405,641  
                                 

Comprehensive Income

                               

Net income

  $ 14,224     $ 3,793     $ 24,793     $ 11,924  

Other comprehensive income/(loss) from unrealized

                               

  net gains/(losses) on available-for-sale securities

    1,349       (2,061 )     2,027       (3,057 )

Income tax effect

    (472 )     779       (710 )     1,174  

Total unrealized gains/(losses), net of tax

    877       (1,282 )     1,317       (1,883 )

Comprehensive income

  $ 15,101     $ 2,511     $ 26,110     $ 10,041  

 

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

 

 

2 

 

 

 

 

 

FutureFuel Corp.  

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2016 and 2015

(Dollars in thousands)

(Unaudited)

   

Six months ended June 30:

 
   

2016

   

2015

 

Cash flows provided by operating activities

               

Net income

  $ 24,793     $ 11,924  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation

    5,257       4,872  

Amortization of deferred financing costs

    72       36  

Benefit for deferred income taxes

    (4,969 )     (6,458 )

Change in fair value of derivative instruments

    4,869       5,423  

Other than temporary impairment of marketable securities

    1,879       186  

Impairment of fixed assets

    178       -  

Gain on the sale of investments

    (1,474 )     (1,657 )

Stock based compensation

    954       954  

Losses on disposals of fixed assets

    137       122  

Noncash interest expense

    22       13  

Changes in operating assets and liabilities:

               

Accounts receivable

    21,708       30,484  

Accounts receivable – related parties

    (23 )     (3,958 )

Inventory

    6,240       (10,635 )

Income tax receivable

    (2,818 )     1,987  

Prepaid expenses

    589       724  

Prepaid expenses – related party

    -       (23 )

Accrued interest on marketable securities

    (104 )     (73 )

Other assets

    (321 )     (207 )

Accounts payable

    (17,948 )     (175 )

Accounts payable – related parties

    1,584       (721 )

Accrued expenses and other current liabilities

    2,470       1,720  

Accrued expenses and other current liabilities – related parties

    -       267  

Deferred revenue

    2,933       730  

Other noncurrent liabilities

    -       (675 )

Net cash provided by operating activities

    46,028       34,860  

Cash flows from investing activities

               

Collateralization of derivative instruments

    (3,011 )     (5,013 )

Purchase of marketable securities

    (32,299 )     (25,819 )

Proceeds from the sale of marketable securities

    16,524       26,010  

Expenditures for intangible assets

    -       (1,408 )

Capital expenditures

    (2,254 )     (4,360 )

Net cash used in investing activities

    (21,040 )     (10,590 )

Cash flows from financing activities

               

Minimum tax withholding on stock options exercised and awards vested

    (55 )     (22 )

Excess tax benefits associated with stock options and awards

    (136 )     -  

Deferred financing costs

    -       (721 )

Payment of dividends

    (5,246 )     (5,247 )

Net cash used in financing activities

    (5,437 )     (5,990 )

Net change in cash and cash equivalents

    19,551       18,280  

Cash and cash equivalents at beginning of period

    154,049       124,079  

Cash and cash equivalents at end of period

  $ 173,600     $ 142,359  
                 

Cash paid for interest

    -       -  

Cash paid for income taxes

  $ 985     $ 11,147  

 

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

 

 3

 

 

 

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)

 

1 )

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

Organization

 

FutureFuel Corp. (“FutureFuel”), through its wholly-owned subsidiary, FutureFuel Chemical Company (“FutureFuel Chemical”), owns and operates a chemical production facility located on approximately 2,200 acres of land six miles southeast of Batesville in north central Arkansas fronting the White River (the “Batesville Plant”). FutureFuel Chemical manufactures diversified chemical products, biobased products comprised of biofuels, and biobased specialty chemical products. FutureFuel Chemical’s operations are reported in two segments: chemicals and biofuels.

 

The chemicals segment manufactures a diversified listing of chemical products that are sold to third party customers. The majority of the revenues from the chemicals segment are derived from the custom manufacturing of specialty chemicals for specific customers.

 

The biofuels business segment primarily produces and sells biodiesel. FutureFuel Chemical also sells petrodiesel in blends with the company’s biodiesel and, from time to time, with no biodiesel added. Finally, FutureFuel is a shipper of refined petroleum products on common carrier pipelines and buys and sells petroleum products to maintain an active shipper status on these pipelines.

 

Basis of Presentation

 

The accompanying consolidated financial statements have been prepared by FutureFuel in accordance and consistent with the accounting policies stated in FutureFuel’s 2015 audited consolidated financial statements and should be read in conjunction with the 2015 audited consolidated financial statements of FutureFuel.

 

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 (“GAAP”) 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 GAAP 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 subsidiaries; namely, FutureFuel Chemical Company, FFC Grain, L.L.C., FutureFuel Warehouse Company, L.L.C., and Legacy Regional Transport, L.L.C. Intercompany transactions and balances have been eliminated in consolidation.

 

 

2 )

INVENTORY

 

The carrying values of inventory were as follows as of:

 

   

June 30, 2016

   

December 31, 2015

 

At average cost (approximates current cost)

               

Finished goods

  $ 26,892     $ 35,517  

Work in process

    2,039       1,695  

Raw materials and supplies

    31,031       31,247  
      59,962       68,459  

LIFO reserve

    (1,245 )     (3,502 )

Total inventory

  $ 58,717     $ 64,957  

 

 

FutureFuel recorded a lower of cost or market adjustment of $1,895 in the three and six months ended June 30, 2016.  This lower of cost or market adjustment was recorded as a decrease in inventory values and an increase in cost of goods sold. There was no such adjustment in the three and six months ended June 30, 2015.

 

4

 

 

 

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)  

 

3 )

DERIVATIVE INSTRUMENTS

 

FutureFuel is exposed to certain risks relating to its ongoing business operations. Commodity price risk is the primary risk managed by using derivative instruments. 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. 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. Realized gains and losses on derivative instruments and 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 losses of $5,139 and $3,056 for the three months ended June 30, 2016 and 2015, respectively, and losses of $6,178 and $2,337 for the six months ended June 30, 2016 and 2015, respectively.  

 

The volumes and carrying values of FutureFuel’s derivative instruments were as follows at:

 

   

Asset/ (Liability)

 
   

June 30, 2016

   

December 31, 2015

 
   

Quantity (contracts)

Short

   

Fair Value

   

Quantity (contracts) Short

   

Fair Value

 

Regulated options, included in other current assets

    150     $ (1,520 )     200     $ (427 )

Regulated fixed price future commitments, included in other current assets

    96     $ 14       631     $ 3,789  

 

 

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $3,234 and $225 at June 30, 2016 and December 31, 2015, 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.

 

 

5

 

 

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

4 )

MARKETABLE SECURITIES

 

At June 30, 2016 and December 31, 2015, FutureFuel had investments in certain preferred stock, trust preferred securities, exchange traded debt instruments, and other equity instruments. These investments are classified as current assets in the 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.

 

FutureFuel’s marketable securities were comprised of the following at June 30, 2016 and December 31, 2015:

 

   

June 30, 2016

 
   

Adjusted Cost

   

Unrealized Gains

   

Unrealized Losses

   

Fair Value

 

Equity instruments

  $ 12,330     $ 447     $ (429 )   $ 12,348  

Preferred stock

    60,081       4,450       (10 )     64,521  

Trust preferred securities

    6,783       184       -       6,967  

Exchange traded debt instruments

    7,679       549       -       8,228  

Total

  $ 86,873     $ 5,630     $ (439 )   $ 92,064  

 

 

December 31, 2015

 
   

Adjusted Cost

   

Unrealized Gains

   

Unrealized Losses

   

Fair Value

 

Equity instruments

  $ 10,825     $ 44     $ (711 )   $ 10,158  

Preferred stock

    37,703       2,419       (122 )     40,000  

Trust preferred securities

    16,464       1,303       (66 )     17,701  

Exchange traded debt instruments

    6,511       297       -       6,808  

Total

  $ 71,503     $ 4,063     $ (899 )   $ 74,667  

 

The aggregate fair value of instruments with unrealized losses totaled $3,467 and $15,571 at June 30, 2016 and December 31, 2015, respectively. As of June 30, 2016 and December 31, 2015, FutureFuel had no investments in marketable securities that were in an unrealized loss position for a greater than 12-month period.

 

 

5 )

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities, including those associated with related parties, consisted of the following at: 

 

   

June 30, 2016

   

December 31, 2015

 

Accrued employee liabilities

  $ 3,061     $ 1,474  

Accrued property, franchise, motor fuel and other taxes

    2,130       1,248  

Other

    255       254  

Total

  $ 5,446     $ 2,976  

 

 

6

 

 

   

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)

 

6 )

BORROWINGS

 

On April 16, 2015, FutureFuel, with FutureFuel Chemical as borrowers, and certain of FutureFuel’s other subsidiaries, as guarantors, entered into a $150,000 secured and committed credit facility with the lenders party thereto, Regions Bank as administrative agent and collateral agent, and PNC Bank, N.A., as syndication agent. On May 25, 2016, FutureFuel increased the credit facility by $15,000. The credit facility consists of a five-year revolving credit facility in a dollar amount of up to $165,000, which includes a sublimit of $30,000 for letters of credit and $15,000 for swingline loans (collectively, the “Credit Facility”).

 

The interest rate floats at the following margins over LIBOR or base rate based upon the leverage ratio from time to time:

 

Consolidated Leverage Ratio

 

Adjusted

LIBOR Rate

Loans and

Letter of

Credit Fee

   

Base Rate

Loans

   

Commitment

Fee

 

< 1.00:1.0

    1.25

%

    0.25

%

    0.15

%

1.00:1.0

And

< 1.50:1.0

    1.50

%

    0.50

%

    0.20

%

1.50:1.0

And

< 2.00:1.0

    1.75

%

    0.75

%

    0.25

%

2.00:1.0

And

< 2.50:1.0

    2.00

%

    1.00

%

    0.30

%

2.50:1.0

    2.25

%

    1.25

%

    0.35

%

 

The terms of the Credit Facility contain certain covenants and conditions including a maximum consolidated leverage ratio, a minimum consolidated fixed charge coverage ratio, and a minimum liquidity requirement. FutureFuel was in compliance with such covenants as of June 30, 2016.

 

There were no borrowings under this credit agreement at June 30, 2016 and December 31, 2015.

 

 

7 )

PROVISION FOR INCOME TAXES

 

The following table summarizes the provision for income taxes.

   

   

Three months ended June 30:

   

Six months ended June 30:

 
   

2016

   

2015

   

2016

   

2015

 

(Benefit)/provision for income taxes

  $ (6,917 )   $ 1,119     $ (8,789 )   $ 6,002  

Effective tax rate

    (94.7 %)     22.8 %     (54.9 %)     33.5 %

 

 

7

 

 

 

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)  

 

The effective tax rate for the three and six months ended June 30, 2016, reflects our expected tax rate on reported operating earnings before income tax. Our effective tax rate in the three and six months ended June 30, 2016, reflects the positive effect of the reinstatement of certain tax credits and incentives for 2016.  In 2016, it is anticipated that these tax credits and incentives will form a larger proportion of FutureFuel’s net income than in prior years. This increase in proportion combined with the income tax treatment of the credits and incentives will reduce FutureFuel’s effective income tax rate in 2016 relative to prior years. In addition, during the second quarter of 2016, FutureFuel booked a tax benefit related to the reversal of a state’s treatment of the taxability of the tax credits and incentives.  

 

The effective tax rate for the three and sixth months ended June 30, 2015, reflects our expected tax rate on reported operating income earnings before income tax. Our effective tax rate in the three and six months ended June 30, 2015, reflects the positive effect of the completion of an IRS audit of FutureFuel’s 2010 through 2012 amended federal income tax returns which allowed FutureFuel to successfully recover tax benefits previously unrecorded in its financial statements. Also, during the second quarter of 2015, FutureFuel recorded the unfavorable tax effect related to a state subjecting the tax credits and incentives to taxation. In the three and six months ended June 30, 2015, the tax credits and incentives along with its favorable tax treatment was not in effect.

 

Unrecognized tax benefits totaled $0 and $4,588 at June 30, 2016 and December 31, 2015, respectively.

 

FutureFuel records interest and penalties, net, as a component of income tax expense. At June 30, 2016 and December 31, 2015, FutureFuel recorded $0 and $61, respectively, in accruals for interest or tax penalties.

 

 

 

8 )

EARNINGS PER SHARE

 

We compute earnings per share using the two-class method in accordance with ASC Topic No. 260, “Earnings per Share.” The two-class method is an allocation of earnings between the holders of common stock and a company’s participating security holders. Our outstanding non-vested shares of restricted stock contain non-forfeitable rights to dividends and, therefore, are considered participating securities for purposes of computing earnings per share pursuant to the two-class method. We had no other participating securities at June 30, 2016 or 2015.

 

Contingently issuable shares associated with outstanding service-based restricted stock units were not included in the earnings per share calculations for the three-month periods ended June 30, 2016 or 2015 as the vesting conditions had not been satisfied.

 

Basic and diluted earnings per common share were computed as follows:

 

   

For the three months ended

June 30:

   

For the six months ended

June 30:

 
   

2016

   

2015

   

2016

   

2015

 

Numerator:

                               

Net income

  $ 14,224     $ 3,793     $ 24,793     $ 11,924  

Less: distributed earnings allocated to non-vested stock

    (10 )     (16 )     (24 )     (37 )

Less: undistributed earnings allocated to non-vested restricted stock

    (42 )     (7 )     (96 )     (49 )

Numerator for basic earnings per share

  $ 14,172     $ 3,770     $ 24,673     $ 11,838  

Effect of dilutive securities:

                               

Add: undistributed earnings allocated to non-vested restricted stock

    42       7       96       49  

Less: undistributed earnings reallocated to non-vested restricted stock

    (42 )     (7 )     (96 )     (49 )

Numerator for diluted earnings per share

  $ 14,172     $ 3,770     $ 24,673     $ 11,838  

Denominator:

                               

Weighted average shares outstanding – basic

    43,527,857       43,420,923       43,501,599       43,396,789  

Effect of dilutive securities:

                               

Stock options and other awards

    902       7,810       5,910       8,852  

Weighted average shares outstanding – diluted

    43,528,759       43,428,733       43,507,509       43,405,641  
                                 

Basic earnings per share

  $ 0.33     $ 0.09     $ 0.57     $ 0.27  

Diluted earnings per share

  $ 0.33     $ 0.09     $ 0.57     $ 0.27  

 

8

 

 

 

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)

 

Certain options to purchase FutureFuel’s common stock were not included in the computation of diluted earnings per share for the three-months ended June 30, 2016 because they were anti-dilutive in the period. The weighted average number of options excluded on this basis was 110,000 and 100,000 for the three-months and six-months ended June 30, 2016, respectively. The weighted average number of options excluded on this basis was 100,000 for both the three and six-months ended June 30, 2015.

 

 

9 )

SEGMENT INFORMATION

 

FutureFuel has two reportable segments organized along similar product groups – chemicals and biofuels.

 

Chemicals

 

FutureFuel’s chemicals segment manufactures diversified chemical products that are sold externally to third party customers. This segment is comprised of two components: “custom manufacturing” (manufacturing chemicals for specific customers) and “performance chemicals” (multi-customer specialty chemicals).

 

Biofuels

 

FutureFuel’s biofuels business segment primarily manufactures and markets biodiesel. Biodiesel revenues are generated through the sale of biodiesel to customers through FutureFuel’s distribution network at the Batesville Plant, through distribution facilities available at leased oil storage facilities, and through a network of remotely located tanks. Biofuels revenues also include the sale of biodiesel blends with petrodiesel, petrodiesel with no biodiesel added, RINs, biodiesel production byproducts, and the purchase and sale of other petroleum products on common carrier pipelines.

 

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 with 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. FutureFuel is rarely the exporter of record, never the importer of record into foreign countries, and 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 outside 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 June 30:

   

Six months ended June 30:

 
   

2016

   

2015

   

2016

   

2015

 

United States

  $ 67,209     $ 104,157     $ 113,215     $ 157,734  

All Foreign Countries

    670       441       1,299       951  

Total

  $ 67,879     $ 104,598     $ 114,514     $ 158,685  

 

Revenues from a single foreign country during the three-months and six-months ended June 30, 2016 and 2015 did not exceed 1% of total revenues.  

 

 

9

 

 

 

 

Summary of business by segment

 

 

   

Three months ended June 30:

   

Six months ended June 30:

 
   

2016

   

2015

   

2016

   

2015

 

Revenue

                               

Custom chemicals

  $ 19,401     $ 28,158     $ 39,693     $ 57,956  

Performance chemicals

    5,162       4,530       9,938       8,938  

Chemicals revenue

    24,563       32,688       49,631       66,894  

Biofuels revenue

    43,316       71,910       64,883       91,791  

Total Revenue

  $ 67,879     $ 104,598     $ 114,514     $ 158,685  
                                 

Segment gross profit

                               

Chemicals

  $ 6,297     $ 10,012     $ 14,869     $ 20,865  

Biofuels

    1,675       (4,468 )     4,156       (2,007 )

Total gross profit

    7,972       5,544       19,025       18,858  

Corporate expenses

    (2,596 )     (2,367 )     (5,120 )     (4,904 )

Income before interest and taxes

    5,376       3,177       13,905       13,954  

Interest and other income

    1,464       1,856       2,809       4,143  

Interest and other expense

    467       (121 )     (710 )     (171 )

Benefit/(provision) for income taxes

    6,917       (1,119 )     8,789       (6,002 )

Net income

  $ 14,224     $ 3,793     $ 24,793     $ 11,924  

 

 

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 June 30, 2016 and December 31, 2015.

 

   

Asset (Liability)

 
   

Fair Value at

   

Fair Value Measurements Using

 
   

June 30, 2016

   

Inputs Considered as:

 

Description

         

Level 1

   

Level 2

   

Level 3

 

Derivative instruments

  $ (1,506 )   $ (1,506 )   $ -     $ -  

Preferred stock, trust preferred securities, exchange traded debt instruments, and other equity instruments

  $ 92,064     $ 92,064     $ -     $ -  

 

   

Asset (Liability)

 
   

Fair Value at

   

Fair Value Measurements Using

 

Description

 

December 31, 2015

   

Inputs Considered as:

 

Derivative instruments

  $ 3,362     $ 3,362     $ -     $ -  

Preferred stock, trust preferred securities, exchange traded debt instruments, and other equity instruments

  $ 74,667     $ 74,667     $ -     $ -  

 

 

 

 

11 )

RECLASSIFICATIONS FROM ACCUMULATED OTHER COMPREHENSIVE INCOME:

 

The following tables summarize changes in accumulated other comprehensive income from unrealized gains and losses on available-for-sale securities in the three and six months ended June 30, 2016 and 2015. 

  

Changes in Accumulated Other Comprehensive Income Unrealized Gains and

Losses on Available-for-Sale Securities

For the three months ended June 30, 2016 and 2015

(net of tax)

 

   

2016

   

2015

 

Balance at March 31

  $ 2,495     $ 3,658  

Other comprehensive income/(loss) before reclassifications

    1,275       (1,004 )

Amounts reclassified from accumulated other comprehensive income

    (398 )     (278 )

Net current-period other comprehensive income/(loss)

    877       (1,282 )

Balance at June 30

  $ 3,372     $ 2,376  

 

Changes in Accumulated Other Comprehensive Income Unrealized Gains and

Losses on Available-for-Sale Securities

For the six months ended June 30, 2016 and 2015

(net of tax) 

 

   

2016

   

2015

 

Balance at December 31

  $ 2,055     $ 4,259  

Other comprehensive income/(loss) before reclassifications

    1,054       (977 )

Amounts reclassified from accumulated other comprehensive income

    263       (906 )

Net current-period other comprehensive income/(loss)

    1,317       (1,883 )

Balance at June 30

  $ 3,372     $ 2,376  

 

11

 

 

 

 

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)

 

The following tables summarize amounts reclassified from accumulated other comprehensive income in the three and six months ended June 30, 2016 and 2015:

 

   

Reclassifications from Accumulated Other

Comprehensive Income for the three and six months ended

June 30, 2016 and 2015

 

 
   

Three months ended

June 30, 2016

   

Six months ended

June 30, 2016

   

Affected Line Item in Statement of Operations

Unrealized gain/(loss) on available-for-sale securities

  $ 613     $ (405 )  

Gains/(losses) on marketable securities

Total before tax

    613       (405 )    

Tax benefit

    (215 )     142      

Total reclassifications

  $ 398     $ (263 )    
                     
   

Three months ended

June 30, 2015

   

Six months ended

June 30, 2015

   

Affected Line Item in Statement of Operations

Unrealized gain on available-for-sale securities

  $ 451     $ 1,471    

Gains on marketable securities

Total before tax

    451       1,471      

Tax provision

    (173 )     (565 )    

Total reclassifications

  $ 278     $ 906      

 

  

12 )

 LEGAL MATTERS

 

From time to time, FutureFuel and its operations are parties to, or targets of, lawsuits, claims, investigations, regulatory matters, and proceedings, which are being handled and defended in the ordinary course of business. While FutureFuel is unable to predict the outcomes of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any such pending matters will have a material adverse effect on its overall financial condition, results of operations, or cash flows.

 

 

13 )

 RELATED PARTY TRANSACTIONS

 

FutureFuel enters into transactions with companies affiliated with or controlled by a director and significant shareholder. Revenues, expenses, prepaid amounts, and unpaid amounts related to these transactions are captured in the accompanying consolidated financial statements as related party line items.

 

Related party revenues are the result of sales of biodiesel, petrodiesel, blends, other petroleum products, and other similar or related products to these related parties.

 

Related party cost of goods sold and distribution are the result of sales of biodiesel, petrodiesel, blends, and other petroleum products to these related parties along with the associated expense from the purchase of natural gas, storage and terminalling services, and income tax and consulting services by FutureFuel from these related parties.

 

 

 

12

 

 

 

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)

 

14 )

 INTANGIBLE ASSET

 

In April of 2015, FutureFuel acquired additional historical line space on a pipeline for $1,408. The acquired line space was recorded as an intangible asset with an indefinite life as there was no foreseeable limit on the time period over which it is expected to contribute to cash flows. The carrying value of the asset was $1,408 as of June 30, 2016 and December 31, 2015. FutureFuel will test the intangible asset for impairment in accordance with codification ASC 350-30-35-18 through 35-20.

 

 

 

15 )

 RECENTLY ISSUED ACCOUNTING STATEMENTS

 

In May 2014, the FASB and International Accounting Standards Board jointly issued new principles-based accounting guidance for revenue recognition that will supersede virtually all existing revenue guidance. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. To achieve the core principle, the guidance establishes the following five steps: 1) identify the contract(s) with a customer, 2) identify the performance obligation in the contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also details the accounting treatment for costs to obtain or fulfill a contract. Lastly, disclosure requirements have been enhanced to provide sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The provisions of the Accounting Standards Update (ASU) are to be applied retrospectively; early adoption prior to the original effective date is not permitted. However, in May 2016, FASB and International Accounting Standards Board jointly issued amended guidance clarifying adoption, the retrospective application, and delay of the effective date by one year. FutureFuel is currently evaluating the impact of this guidance on its financial position, results of operations, and related disclosures.

 

In July 2015, the Financial Accounting Standards Board (the “FASB”) issued new guidance that requires inventory not measured using either the last in, first out (LIFO) or the retail inventory method to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. The new standard will be effective for periods beginning on or after December 15, 2016 and will be applied prospectively. Early adoption is permitted. FutureFuel is currently evaluating the impact of this guidance on its financial position, results of operations, and related disclosures.

 

In November 2015, the FASB issued guidance under the simplification and productivity initiative for presentation of deferred income tax liabilities and assets. This guidance simplifies the presentation of deferred income taxes such that deferred tax liabilities and assets are to be classified as noncurrent in a classified balance sheet. The update does not amend the current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted as of the beginning of an interim or annual reporting period and may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company has elected not to early adopt the new guidance as of the balance sheet date due to the insignificance of the change. As of June 30, 2016 and December 31, 2015, the impact to the company would be a reclassification of $4,533 and $7,060, respectively, from current deferred tax liability to long-term deferred tax liability.

 

In February 2016, the FASB issued guidance on lease accounting. The new guidance establishes two types of leases for lessees: finance or operating. The guidance for lessors is largely unchanged. Under the guidance, a lessee is to recognize a right-of-use asset and lease liability that arises from a lease. A lessee can make a policy election, by asset class, to not recognize lease assets or liabilities for leases with a term of 12 months or less. Both finance and operating leases will have associated right-of-use assets and liabilities initially measured at the present value of the lease payments. Current and noncurrent balance sheet classification will apply. Finance leases will have another reported element for interest associated with the principal lease liability. The component concept from the 2014 revenue recognition standard has been included in the new lease standard which will guide identification of individual assets and non-lease components. As with current GAAP, the guidance does not apply to the following leases: intangible assets to explore for or use minerals, oil, natural gas, and similar nonregenerative resources, biological assets (includes timber), inventory, or assets under construction. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and early adoption is permitted. The new guidance is to be applied under a modified retrospective approach wherein practical expedients have been allowed that will not require reassessment of current leases at the effective date. The Company is currently evaluating the impact on the Company's financial position and results of operations and related disclosures.

 

In March 2016, the FASB issued guidance in regards to stock compensation as a part of the simplification initiative that covers related tax accounting, cash flow presentation, and forfeitures. The two tax accounting related amendments are as follows: all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statement, the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur, an entity also should recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period; and the threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions. The cash flow presentation items sets forth that excess tax benefits should be classified along with other income tax cash flows as an operating activity and cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity. For forfeitures, an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period and early adoption is permitted, including adoption in an interim period. The new guidance application is mixed among the various elements that include, retrospective, prospective, and modified retrospective transition methods. The Company is currently evaluating the impact on the Company's financial position and results of operations and related disclosures.

 

 

 

13

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

All dollar amounts expressed as numbers in this M D&A are in thousands (except per share amounts).

Certain tables may not add due to rounding.

 

 

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.

 

Overview

 

Our company is managed and reported in two reporting segments: chemicals segment and biofuels segment. Within the chemicals segment are two product groupings: custom chemicals and performance chemicals. The custom product group is comprised of specialty chemicals manufactured for a single customer whereas the performance product group is comprised of chemicals manufactured for multiple customers. The biofuels segment is comprised of one product group. Management believes that the diversity of each segment strengthens the company in the ability to utilize resources and is committed to growing each segment.

 

Summary of Financial Results

 

Set forth below is a summary of certain consolidated financial information for the periods indicated. 

 

   

Three months ended June 30:

 
                   

Dollar

   

%

 
   

2016

   

2015

   

Change

   

Change

 

Revenues

  $ 67,879     $ 104,598     $ (36,719 )     (35.1 %)

Income from operations

  $ 5,376     $ 3,177     $ 2,199       69.2 %

Net income

  $ 14,224     $ 3,793     $ 10,431       275.0 %

Earnings per common share:

                               

Basic

  $ 0.33     $ 0.09     $ 0.24       266.7 %

Diluted

  $ 0.33     $ 0.09     $ 0.24       266.7 %

Capital expenditures and intangibles (net of customer reimbursements and regulatory grants)

  $ 1,357     $ 2,651     $ (1,294 )     (48.8 %)

Adjusted EBITDA

  $ 13,581     $ 9,317     $ 4,264       45.8 %

 

   

Six months ended June 30:

 
                   

Dollar

   

%

 
   

2016

   

2015

   

Change

   

Change

 

Revenues

  $ 114,514     $ 158,685     $ (44,171 )     (27.8 %)

Income from operations

  $ 13,905     $ 13,954     $ (49 )     (0.4 %)

Net income

  $ 24,793     $ 11,924     $ 12,869       107.9 %

Earnings per common share:

                               

Basic

  $ 0.57     $ 0.27     $ 0.30       111.1 %

Diluted

  $ 0.57     $ 0.27     $ 0.30       111.1 %

Capital expenditures and intangibles (net of customer reimbursements and regulatory grants)

  $ 2,135     $ 4,971     $ (2,836 )                           (57.1 %)

Adjusted EBITDA

  $ 26,283     $ 22,153     $ 4,130       18.6 %

 

 

 

14

 

 

  

We use adjusted EBITDA as a key operating metric to measure both performance and liquidity. Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is not a substitute for operating income, net income, or cash flow from operating activities (each as determined in accordance with GAAP) as a measure of performance or liquidity. Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of results as reported under GAAP. We define adjusted EBITDA as net income before interest, income taxes, depreciation, and amortization expenses, excluding, when applicable, non-cash stock-based compensation expenses, public offering expenses, acquisition-related transaction costs, purchase accounting adjustments, losses on disposal of property and equipment, gains or losses on derivative instruments, and other non-operating income or expenses. Information relating to adjusted EBITDA is provided so that investors have the same data that we employ in assessing the overall operation and liquidity of our business. Our calculation of adjusted EBITDA may be different from similarly titled measures used by other companies; therefore, the results of our calculation are not necessarily comparable to the results of other companies.

 

Adjusted EBITDA allows our chief operating decision makers to assess the performance and liquidity of our business on a consolidated basis to assess the ability of our operating segments to produce operating cash flow to fund working capital needs, to fund capital expenditures and to pay dividends. In particular, our management believes that adjusted EBITDA permits a comparative assessment of our operating performance and liquidity, relative to a performance and liquidity based on GAAP results, while isolating the effects of certain items, including depreciation and amortization, which may vary among our operating segments without any correlation to their underlying operating performance, non-cash stock-based compensation expense, which is a non-cash expense that varies widely among similar companies, and gains and losses on derivative instruments, which can cause net income to appear volatile from period to period relative to the sale of the underlying physical product.

 

We enter into commodity derivative instruments primarily to protect our operations from downward movements in commodity prices, and to provide greater certainty of cash flows associated with sales of our commodities. We enter into hedges, and we utilize mark-to-market accounting to account for these instruments. Thus, our results in any given period can be impacted, and sometimes significantly, by changes in market prices relative to our contract price along with the timing of the valuation change in the derivative instruments relative to the sale of biofuel. We include this item as an adjustment as we believe it provides a relevant indicator of the underlying performance of our business in a given period.

 

The following table reconciles adjusted EBITDA with net income, the most directly comparable GAAP performance financial measure.

 

   

Three months ended June 30:

   

Six months ended June 30:

 
   

2016

   

2015

   

2016

   

2015

 

Adjusted EBITDA

  $ 13,581     $ 9,317     $ 26,283     $ 22,153  

Depreciation and amortization

    (2,671 )     (2,607 )     (5,329 )     (4,908 )

Non-cash stock-based compensation

    (477 )     (477 )     (954 )     (954 )

Interest and dividend income

    1,464       1,405       2,809       2,672  

Interest expense

    (42 )     (43 )     (85 )     (49 )

Losses on disposal of property and equipment

    (22 )     (78 )     (137 )     (122 )

Losses on derivative instruments

    (5,139 )     (3,056 )     (6,178 )     (2,337 )

(Losses)/gains on marketable securities

    613       451       (405 )     1,471  

Income tax benefit/(expense)

    6,917       (1,119 )     8,789       (6,002 )

Net income

  $ 14,224     $ 3,793     $ 24,793     $ 11,924  

 

The following table reconciles adjusted EBITDA with cash flows from operations, the most directly comparable GAAP liquidity financial measure.

 

   

Six months ended June 30:

   

2016

   

2015

Adjusted EBITDA

  $ 26,283     $ 22,153  

Amortization of deferred financing costs

    (72 )     (36 )

Provision for deferred income taxes

    (4,969 )     (6,458 )

Impairment of fixed assets

    178       -  

Interest and dividend income

    2,809       2,672  

Income tax benefit/(expense)

    8,789       (6,002 )

Losses on derivative instruments

    (6,178 )     (2,337 )

Change in fair value of derivative instruments

    4,869       5,423  

Changes in operating assets and liabilities, net

    14,310       19,445  
Other     9       -  

Net cash provided by/(used in) operating activities

  $ 46,028     $ 34,860  

 

15

 

 

 

 

Results of Operations

 

 

Consolidated

   

Three months ended June 30:

 

Six months ended June 30:

  (Dollars in thousands)        

Change

         

Change

 

2016

 

2015

 

$

 

%

 

2016

 

2015

 

$

 

%

Sales

$ 67,879

 

$ 104,598

 

$ (36,719)

 

(35.1%)

 

$ 114,514

 

$ 158,685

 

$ (44,171)

 

(27.8%)

 

Volume/product mix effect

       

 (26,820)

 

(25.6%)

         

 (27,238)

 

(17.2%)

 

Price effect

 

 

 

 

   (9,899)

 

(9.5%)

 

 

 

 

 

 (16,933)

 

(10.7%)

Gross profit

$ 7,972

 

$ 5,544

 

$    2,428 

 

43.8% 

 

$ 19,025

 

$ 18,858

 

$        167 

 

0.9% 

 

 

Consolidated sales revenue in the three and six months ended June 30, 2016 decreased $36,719 and $44,171, respectively, compared to the three and six months ended June 30, 2015. These decreases were primarily from lower sales volumes and prices of pipeline business in the biofuels segment.  In addition, the chemical segment experienced lower sales volume and prices.  Partially offsetting these decreases were increased sales volumes of biodiesel and biodiesel blends in the biofuel segment.

 

Gross profit in the three and six months ended June 30, 2016 increased $2,428 and $167 compared to the three and six months ended June 30, 2015. This increase primarily resulted from the reinstatement of the blenders' tax credit (BTC) on December 31, 2015. This increase was reduced by lower sales volumes in the chemicals segment and by the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting.  This adjustment reduced gross profit $3,319 and $345 in the three months ended June 30, 2016 and 2015, respectively. This adjustment increased gross profit $2,257 and $3,324 in the six months ended June 30, 2016 and 2015, respectively.

 

 

Operating Expenses

 

Operating expenses increased $229 and $216, in the three and six-months ended June 30, 2016, as compared to the three and six-months ended 2015, respectively. These increases were from higher compensation costs.

 

 

Provision for Income Taxes

 

 

The effective tax rate for the three and six months ended June 30, 2016, reflects our expected tax rate on reported operating earnings before income tax. Our effective tax rate in the three and six months ended June 30, 2016, reflects the positive effect of the reinstatement of the certain tax credits and incentives for 2016.  In 2016, it is anticipated that the tax credits and incentives will form a larger proportion of FutureFuel’s net income than in prior years. This increase in proportion combined with the income tax treatment of the tax credits and incentives will reduce FutureFuel’s effective income tax rate in 2016 relative to prior years. In addition, during the second quarter of 2016, FutureFuel booked a tax benefit related to the reversal of a state’s treatment of the taxability of the tax credits and incentives. 

 

The effective tax rate for the three and sixth months ended June 30, 2015, reflects our expected tax rate on reported operating income earnings before income tax. Our effective tax rate in the three and six months ended June 30, 2015, reflects the positive effect of the completion of an IRS audit of FutureFuel’s 2010 through 2012 amended federal income tax returns which allowed FutureFuel to successfully recover tax benefits previously unrecorded in its financial statements. Also during the second quarter of 2015, FutureFuel recorded the unfavorable tax effect related to a state subjecting the taxc credits and incentives to taxation. In the three and six months ended June 30, 2015, the tax credits and incentives along with its favorable tax treatment was not in effect.

 

 

Net Income

 

Net income for the three months ended June 30, 2016 increased 275% or $10,431 as compared to the same period in 2015. Net income for the six months ended June 30, 2016 increased 108% or $12,869 as compared to the same period in 2015. The increase for both the three and six month periods was from: i) the benefit of tax credits and incentives in effect resulting in an income tax benefit in the three and six months ended June 30, 2016 which was not in effect in the three and six months ended June 30, 2015; ii) the benefit of the EPA's final Renewable Fuel mandate declared; and iii) the favorable reversal of a state's previous tax treatment of tax credits and incentives.

 

16

 

 

 

 

 

Chemicals Segment

 

 

   

Three months ended June 30:

 

Six months ended June 30:

  (Dollars in thousands)        

Change

         

Change

 

2016

 

2015

 

$

 

%

 

2016

 

2015

 

$

 

%

Sales

$ 24,563

 

$ 32,688

 

$ (8,125)

 

(24.9%)

 

$ 49,631

 

$ 66,894

 

$ (17,263)

 

(25.8%)

 

Volume/product mix effect

       

 (6,136)

 

(18.8%)

         

 (13,807)

 

(20.6%)

 

Price effect

 

 

 

 

 (1,989)

 

(6.1%)

 

 

 

 

 

 (3,456)

 

(5.2%)

Gross profit

$ 6,297

 

$ 10,012

 

$ (3,715)

 

(37.1%)

 

$ 14,869

 

$ 20,865

 

$ (5,996)

 

(28.7%)

 

 

Sales revenue in the three months ended June 30, 2016 declined by $8,125 compared to the three months ended June 30, 2015. Sales revenue for our custom chemicals (unique chemicals produced for specific customers) for the three months ended June 30, 2016 totaled $19,401, a decline of $8,757 from the comparable period in 2015. This decline was primarily attributed to continued lower sales volumes of chemicals used in the agrochemical and energy markets and to a lesser extent, lower sales volumes of the laundry detergent additive. Further impacting revenue was reduced selling prices in accordance with contractual agreements indexed to key raw materials. Performance chemicals (comprised of multi-customer products which are sold based on specification) sales revenues were $5,162 in the three months ended June 30, 2016, an increase of $632 from the three months ended June 30, 2015. This increase was from improved sales across several products.

 

Sales revenue in the six months ended June 30, 2016 declined by $17,263 compared to the six months ended June 30, 2015. Sales revenue for our custom chemicals (unique chemicals produced for specific customers) for the six months ended June 30, 2016 totaled $39,693, a decline of $18,263 from the comparable period in 2015. This decline was primarily attributed to continued lower sales volumes of chemicals sold to customers servicing the agrochemical and energy markets and to a lesser extent, reduced sales volumes of the laundry detergent additive. Further impacting revenue was reduced selling prices in accordance with contractual agreements indexed to certain key raw materials. Performance chemicals (comprised of multi-customer products which are sold based on specification) sales revenues were $9,938 in the six months ended June 30, 2016, an increase of $1,000 from the six months ended June 30,2015. This increase was from improved sales of specialty polymer modifiers and glycerin products. 

 

Gross profit for the chemicals segment for the three months ended June 30, 2016 decreased by $3,715 when compared to the three months ended June 30, 2015. This decrease resulted from lower sales volumes of the laundry detergent additive and reduced volume from other custom products used in the agrochemical and energy markets. The result of these changes was a 19% decline in cost of goods sold and distribution expense as compared to a 25% decline in revenue in the three months ended June 30, 2016.

 

Gross profit for the chemicals segment for the six months ended June 30, 2016 decreased by $5,996 when compared to the six months ended June 30, 2015. This decrease resulted primarily from lower sales volumes of the laundry detergent additive and reduced volume from other custom products used in the agrochemical and energy markets. The net result of all changes was a 24% decline in cost of goods sold and distribution expense as compared to a 26% decline in revenue in the six months ended June 30, 2016.

 

Biofuels Segment

 

   

Three months ended June 30:

 

Six months ended June 30:

 
  (Dollars in thousands)        

Change

         

Change

 

 

2016

 

2015

 

$

 

%

 

2016

 

2015

 

$

 

%

 

Sales

$ 43,316

 

$ 71,910 

 

$ (28,594)

 

(39.8%)

 

$ 64,883

 

$ 91,791 

 

$ (26,908)

 

(29.3%)

 
 

Volume/product mix effect

       

 (20,684)

 

(28.8%)

         

 (13,431)

 

(14.6%)

 

 

Price effect

 

 

 

 

   (7,910)

 

(11.0%)

 

 

 

 

 

 (13,477)

 

(14.7%)

 

Gross profit

$  1,675

 

$ (4,468)

 

$    6,143 

 

137.5% 

 

$   4,156

 

$ (2,007)

 

$     6,163 

 

307.1% 

 

 

Biofuels sales revenue in the three months ended June 30, 2016 decreased $28,594 when compared to the three months ended June 30, 2015. These decreases were primarily from lower sales volumes and prices of pipeline business in the biofuels segment. Pipeline sales totaled $2,678 and $28,186 in the three months ended June 30, 2016 and 2015, respectively. Partially offsetting this decline was a 19% increase in sales volumes of biodiesel and biodiesel blends in the three months ended June 30, 2016, as compared to the same period of 2015. With reduced sales prices, biodiesel and biodiesel blends resulted in a net decrease in sales revenue of $3,086. 

 

Biofuel sales revenue in the six months ended June 30, 2016 decreased $26,908 when compared to the six months ended June 30, 2015. These decreases were primarily from lower sales volumes and prices of pipeline business in the biofuels segment. Pipeline sales totaled $5,881 and $31,543 in the six months ended June 30, 2016 and 2015, respectively. Partially offsetting this decline was a 45% increase in sales volumes of biodiesel and biodiesel blends in the six months ended June 30, 2016, as compared to the same period of 2015. With reduced sales prices, biodiesel and biodiesel blends resulted in a net decrease in sales revenue of $1,246. 

 

Revenues from common carrier pipelines varies as its revenue recognition depends upon whether a transaction is bought from and sold to the same party. Purchases and sales of inventory with the same counterparty that are entered into in contemplation of one another (including buy/sell agreements) are combined and recorded on a net basis. Additionally, revenue from common carrier pipelines fluctuate with market conditions.

 

A portion of our biodiesel sold in 2016 and 2015 was to a major refiner in the United States and no assurances can be given that we will continue to sell to such major refiner, or, if we do sell, the volume we will sell or the profit margin we will realize. We do not believe that the loss of this customer would have a material adverse effect on our biofuels segment or on us as a whole in that: (i) unlike our custom manufacturing products, biodiesel is a commodity with a large potential customer base; (ii) we believe that we could readily sell our biodiesel to other customers as potential demand from other customers for biodiesel exceeds our production capacity; (iii) our sales to this customer are not under fixed terms and the customer has no fixed obligation to purchase any minimum quantities except as stipulated by short term purchase orders; and (iv) the prices we receive from this customer are based upon then-market rates, as would be the case with sales of this commodity to other customers.

   

 

17

 

 

 

 

Biofuels gross profit in the three months ended June 30, 2016 increased $6,143 when compared to the three months ended June 30, 2015. Cost of goods sold declined quarter over quarter 45% as compared to a decline of 40% in sales revenue for the same periods. Biofuels profits were benefited this quarter with the BTC and the final Renewable Fuel mandate from the EPA in place when neither was in place in the second quarter of 2015. Gross profits were reduced by the change in adjustments in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting. This adjustment reduced gross profit $2,804 and $197 in the three months ended June 30, 2016 and 2015, respectively. The segment was further impacted by a lower of cost or market adjustment of $1,895 and no such adjustments existed in the three months ended June 30, 2015.

 

Biofuels gross profit in the six months ended June 30, 2016 increased $6,163.  Cost of goods sold declined 35% as compared to a decline of 29% in sales revenue for the same period. Gross profit was primarily benefited with the BTC and the final Renewable Fuel mandate from the EPA in place throughout the year when neither was in place in the same period of 2015. 

 

Biofuels gross profit was reduced by the change in activity from  derivative instruments. Losses on derivative instruments were $5,139 and $3,056 for the three months ended June 30, 2016 and 2015, respectively. Losses on derivative instruments were $6,178 and $2,337, respectively, for the six months ended June 30, 2016 and 2015. In order to better manage the commodity price risk caused by market fluctuations in biofuel prices, we may enter into exchange traded commodity futures and options contracts. We account for these derivative instruments in accordance with accounting standards whereby 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. Realized gains and losses on derivative instruments and changes in fair value of the derivative instruments are recorded in the statement of operations as a component of cost of goods sold within the biofuels segment.

 

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. None of the derivative instruments are designated and accounted for as hedges due primarily to the extensive record keeping requirements.

 

The volumes and carrying values of FutureFuel’s derivative instruments were as follows:

   

Asset/ (Liability)

 
   

June 30, 2016

   

December 31, 2015

 
   

Quantity (contracts) Short

   

Fair Value

   

Quantity (contracts) Short

   

Fair Value

 

Regulated options, included in other current assets

    150     $ (1,520 )     200     $ (427 )

Regulated fixed price future commitments, included in other current assets

    96     $ 14       631     $ 3,789  

 

 

*All derivative instruments are entered into with the standard contract terms and conditions in accordance with major trading authorities of the New York Mercantile Exchange.

 

 

 

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 generally sold pursuant to the terms of written purchase orders. In general, customers do not have any rights of return, except for quality disputes. All of our products are tested for quality before shipment, and historically returns have been inconsequential. We do not offer rebates or other warranties.

 

Revenue from bill and hold transactions in which a performance obligation exists is recognized when the total performance obligation has been met and title to the product has transferred. Bill and hold transactions for the three and six months ended June 30, 2016 and 2015 were related to specialty chemicals customers whereby revenue was recognized in accordance with contractual agreements based upon product being 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 chemicals customers. Sales revenue under bill and hold arrangements were $4,019 and $7,591 for the three months ended June 30, 2016 and 2015, and $10,344 and $15,216, for the six months ended June 30, 2016 and 2015, respectively.

 

Liquidity and Capital Resources

 

Our net cash provided by (used in) operating activities, investing activities, and financing activities for the six months ended June 30, 2016 and 2015 are set forth in the following chart.

 

(Dollars in thousands) 

   

Six months ended June 30,

 
   

2016

   

2015

 

Net cash provided by operating activities

  $ 46,028     $ 34,860  

Net cash used in investing activities

  $ (21,040 )   $ (10,590 )

Net cash used in financing activities

  $ (5,437 )   $ (5,990 )

 

Operating Activities

 

Cash from operating activities increased from $34,860 of cash provided by operating activities in the first six months of 2015 to $46,028 of cash provided by operating activities in the first six months of 2016. This increase was primarily attributable to the change in our inventory and net income offset by a decrease in accounts payable. In the first six months of 2016, net income increased cash provided by operating activities by $24,793 as compared to $11,924 in the first six months of 2015.  This difference was primarily from the change in the provision for income taxes in 2015 as compared to the benefit of income taxes in 2016.  The change in inventories increased cash in the first six months of 2016 by $6,240 as compared to a decrease of $10,635 in cash in the first six months of 2015.  Cash from the change in accounts payable, including accounts payable from related parties, decreased cash provided by operating activities by $16,364 in the first six months of 2016 as compared to a decrease of cash of $896 in the first six months of  2015.

 

 

18

 

 

 

 

Investing Activities

 

Cash used in investing activities was $21,040 in the first six months of 2016 compared to $10,590 in the first six months of 2015. This change was primarily the result of net sales or purchases of marketable securities in the first six months of 2016 compared to the first six months of 2015. In the first six months of 2016, such net purchases totaled $15,775. In the first six months of 2015, such net sales provided $191 but were offset by $5,013 from cash used in the collateralization of derivatives.

 

Our capital expenditures and customer reimbursements for capital expenditures are summarized in the following table: 

 

(Dollars in thousands) 

   

Six months ended June 30:

 
   

2016

   

2015

 

Cash paid for capital expenditures and intangibles

  $ 2,254     $ 5,768  

Cash received as reimbursement of capital expenditures

    (119 )     (797 )

Cash paid, net of reimbursement, for capital expenditures

  $ 2,135     $ 4,971  

 

Financing Activities

 

Cash used in financing activities decreased slightly from $5,990 in the first six months of 2015 to $5,437 in the first six months of 2016. This change is primarily the result of the deferred financing costs in the first six months of 2015. The payment of dividends totaled $5,246 and $5,247 in the first six months of 2016 and 2015, respectively.

 

 

Credit Facility

 

Effective April 16, 2015, we entered into a new $150 million secured committed credit facility with a syndicated group of commercial banks. On May 25, 2016, we increased the facility $15,000. The loan is a revolving facility, the proceeds of which may be used for our working capital, capital expenditures, and general corporate purposes. The facility terminates on April 16, 2020. See Note 6 – “Borrowings” in our consolidated financial statements ended June 30, 2016 for additional information regarding our Credit Agreement.

 

We intend to fund future capital requirements for our businesses from cash flow as well as from existing cash, cash investments, and, if the need should arise, borrowings under our credit facility. We do not believe there will be a need to issue any securities to fund such capital requirements.

 

Dividends

 

In the first two quarters of 2016, we paid a regular cash dividend in the amount of $0.06 per share on our common stock. The regular cash dividend amounted to $2,623 in the first quarter of 2016 and $2,623 in the second quarter of 2016, for aggregate dividend payments of $5,246 in the first six months of 2016.

 

In the first two quarters of 2015, we paid a regular cash dividend in the amount of $0.06 per share on our common stock. The regular cash dividend amounted to $2,623 in the first quarter of 2015 and $2,624 in the second quarter of 2015, for aggregate dividend payments of $5,247 in the first six months of 2015.

 

 

Capital Management

 

As a result of our initial equity offering, our subsequent positive operating results, the exercise of warrants, and the issuance of shares in our at-the-market offering, we accumulated excess working capital. Some of this excess working capital has been paid out as special and regular cash dividends. Additionally, regular cash dividends will be paid in 2016, as previously reported. Third parties have not placed significant restrictions on our working capital management decisions.

 

A significant portion of these funds was held in cash or cash equivalents at multiple financial institutions. In the periods ended June 30, 2016 and December 31, 2015, we also had investments in certain preferred stock, trust preferred securities, exchange traded debt instruments, and other equity instruments. We classify these investments as current assets in the accompanying consolidated balance sheets and designate them 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 value of these preferred stock, trust preferred securities, exchange traded debt instruments, and other equity instruments totaled $92,064   and $74,667 at June 30, 2016 and December 31, 2015, respectively.

 

Lastly, we maintain depositary accounts such as checking accounts, money market accounts, and other similar accounts at selected financial institutions.

   

 

19

 

 

 

 

Off- Balance Sheet Arrangements

 

We engage in two types of hedging transactions. First, we hedge our biofuels 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 June 30, 2016 and December 31, 2015. Second, we hedge our biofuels 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 June 30, 2016 or December 31, 2015 because they do not meet the definition of a derivative instrument as defined under GAAP. The purchase of biofuels feedstock generally involves two risk 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 we have committed to a certain volume of feedstock in a future period and have fixed the basis for that volume.

 

 

20

 

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

All dollar amounts expressed as numbers in these Market Risk Disclosures are in thousands (except per share amounts).

 

 

In recent years, general economic inflation has not had a material adverse impact on our 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 chemicals and biofuels business both with respect to inputs (electricity, coal, raw materials, biofuels feedstock, etc.) and outputs (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, and some raw material price risk remains significant.

 

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 the first six months of 2016 or 2015. 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 within the biodiesel segment.

 

Our immediate recognition of derivative instrument gains and losses can cause net income to be volatile from period to period due to the timing of the change in value of the derivative instruments relative to the volume of biofuel being sold. As of June 30, 2016 and December 31, 2015, the fair values of our derivative instruments were a net liability in the amount of $1,506 and a net asset of $3,362, 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 crude corn oil and yellow grease and petrodiesel. 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 six months of 2016. We included only those raw materials and conversion costs for which a hypothetical adverse change in price would result in a 1% 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 gross profit.

 

(Volume and dollars in thousands)  

Item

 

Volume Requirements(a)

 

Units

 

Hypothetical Adverse

Change in Price

 

Decrease in Gross Profit

 

Percentage Decrease in Gross Profit

Crude corn oil and yellow grease

 

           188,321

 

LB

 

10%

 

$ 4,991

 

25.4%

Methanol

 

             86,159

 

LB

 

10%

 

$ 1,077

 

5.5%

Petrofuels

 

               5,515

 

GAL

 

10%

 

$ 692

 

3.5%

Electricity

 

                    47

 

MWH

 

10%

 

$ 258

 

1.3%

Sodium Methylate

 

               5,510

 

LB

 

10%

 

$ 189

 

1.0%

 

(a) Volume requirements and average price information are based upon volumes used and prices obtained for the six months ended June 30, 2016.  Volume requirements may differ materially from these quantities in future years as our business evolves.

 

 

 

21

 

 

 

 

We had no borrowings as of June 30, 2016 or December 31, 2015 and, as such, we were not exposed to interest rate risk for those periods. Due to the relative insignificance of transactions denominated in foreign currency, we consider our foreign currency risk to be immaterial.

   

 

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 (the “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 June 30, 2016 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 SEC’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.

   

 

22

 

 

 

 

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not a party to, nor is any of our property subject to, any material pending legal proceedings, other than ordinary routine litigation incidental to our business. However, from time to time, we may be a party to, or a target 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.

 

There have been no material changes to the risk factors we previously disclosed in Item 1A of our Form 10-K, Annual

Report for the year ended December 31, 2015 filed with the SEC on March 10, 2016.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

None.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit

Description

10.1 Incremental Revolving Commitment Agreement Dated May 25, 2016

11.

Statement re Computation of per Share Earnings

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 chief principal officer

32.

Section 1350 Certification of chief executive officer and principal financial officer

101

Interactive Data Files**

101.INS

XBRL Instance

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation

101.DEF

XBRL Taxonomy Extension Definition

101.LAB

XBRL Taxonomy Extension Labels

101.PRE

XBRL Taxonomy Extension Presentation

**

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or

part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

   

 

23

 

 

 

 

Special Note Regarding Forward Looking Information

 

This report, and the documents incorporated by reference into this report contain forward-looking statements. Forward- looking statements deal with our current plans, intentions, beliefs, and expectations, and statements of future economic performance. Statements containing such terms as “believe,” “do not believe,” “plan,” “expect,” “intend,” “estimate,” “anticipate,” and other phrases of similar meaning are considered to contain uncertainty and are forward-looking statements. In addition, from time to time we or our representatives have made or will make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC, or in press releases, or in oral statements made by or with the approval of one of our authorized executive officers.

 

These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, those set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in FutureFuel’s Form 10-K Annual Report for the year ended December 31, 2015 and in our future filings made with the SEC. You should not place undue reliance on any forward-looking statements contained in this report which reflect our management’s opinions only as of their respective dates. Except as required by law, we undertake no obligation to revise or publicly release the results of any revisions to forward-looking statements. The risks and uncertainties described in this report and in subsequent filings with the SEC are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity, and financial condition could be materially affected in an adverse manner. You should consult any additional disclosures we have made or will make in our reports to the SEC on Forms 10-K, 10-Q, and 8-K, and any amendments thereto. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this report.

 

 

24

 

 

 

 

S I G N A T U R E S

 

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/ Paul A. Novelly

 

 

 

 

Paul A. Novelly, Chairman and Chief  

 

Executive Officer  

 

 

 

 

Date: August 9, 2016  

 

 

 

 

 

 

By:    

/s/ Rose M. Sparks

 

 

 

 

Rose M. Sparks, Chief Financial Officer

 

and Principal Financial Officer  

 

 

 

 

Date: August 9, 2016  

 

 

25

 

 

 

Exhibit 10.1

 

INCREMENTAL REVOLVING COMMITMENT AGREEMENT

 

 

THIS INCREMENTAL REVOLVING COMMITMENT AGREEMENT, dated as of May 25, 2016 (this “Agreement”), with respect to, and modifying, the Credit Agreement referenced below is by and among FUTUREFUEL CORP., a Delaware corporation (the “Parent”), FUTUREFUEL CHEMICAL COMPANY, a Delaware corporation (the “Company”, and together with the Parent, the “Borrowers” and each a “Borrower”), the Subsidiaries of the Borrowers identified herein, as Guarantors, FIRST COMMUNITY BANK (the “New Lender”) and REGIONS BANK, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank.  Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

 

W I T N E S S E T H

 

WHEREAS, a $150 million revolving credit facility has been established in favor of the Borrowers pursuant to the terms of that certain Credit Agreement dated as of April 16, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Borrowers, the Guarantors party thereto, the Lenders party thereto and Regions Bank, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank;

 

WHEREAS, the Borrowers have requested that the Aggregate Revolving Commitments be increased by $15 million (from $150 million to $165 million) pursuant to Section 2.1(c) of the Credit Agreement (the “Incremental Revolving Commitment”);

 

WHEREAS, the New Lender has agreed to provide the Incremental Revolving Commitment on the terms and conditions set forth herein and to become a “Lender” under the Credit Agreement in connection therewith;

 

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.         Incremental Revolving Commitment

 

(a)        The New Lender hereby agrees to provide a Revolving Commitment to the Borrowers in an amount equal to its Revolving Commitment set forth on Appendix A attached hereto.  The New Lender’s Revolving Commitment Percentage of the Aggregate Revolving Commitments as of the date hereof shall be as set forth on Appendix A attached hereto.  The existing Appendix A to the Credit Agreement shall be deemed to be amended to include the information set forth on Appendix A attached hereto.

 

(b)        The New Lender shall be deemed to have purchased, without recourse, a risk participation from the Issuing Bank in all Letters of Credit issued by it under the Credit Agreement and the obligations arising thereunder in an amount equal to its Revolving Commitment Percentage of the obligations under such Letters of Credit, and shall absolutely, and unconditionally assume, and be obligated to pay to the Issuing Bank and discharge when due as provided in the Credit Agreement, its Revolving Commitment Percentage of the obligations arising under such Letters of Credit.

 

(c)        The New Lender shall be deemed to have purchased, without recourse, a risk participation from the Swingline Lender in all Swingline Loans made by it under the Credit Agreement and the obligations arising thereunder in an amount equal to its Revolving Commitment Percentage of the obligations under such Swingline Loans, and shall absolutely and unconditionally assume, and be obligated to pay to the Swingline Lender and discharge when due as provided in the Credit Agreement, its Revolving Commitment Percentage of the obligations arising under such Swingline Loans.

 

2.         Joinder.  Each of the parties hereto agrees that, as of the date hereof, the New Lender shall (a) be a party to the Credit Agreement, (b) be a “Lender” for all purposes of the Credit Agreement and the other Credit Documents and (c) have the rights and obligations of a Lender under the Credit Agreement and the other Credit Documents.

 

 

 

3.         Representations and Agreements of New Lender.  The New Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement and (iii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, based on such information, has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender; and (b) agrees that it will (i) independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents and (ii) perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

 

4.         Conditions Precedent.  This Agreement shall be effective upon satisfaction of the following conditions precedent (the “Increase Date”):

 

(a)        receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrowers, the Guarantors, the New Lender, the Administrative Agent, the Swingline Lender and the Issuing Bank;

 

(b)        receipt by the Administrative Agent of a certificate of the Parent dated as of the Increase Date signed by an Authorized Officer of the Parent certifying and attaching the resolutions adopted by each Borrower and each Guarantor approving or consenting to the Incremental Revolving Commitment; and

 

(c)        payment by the Borrowers of the out-of-pocket costs and expenses of the Administrative Agent and Collateral Agent, including without limitation, the fees and expenses of Moore & Van Allen, PLLC.

 

5.         Breakage Costs.  Inasmuch as Revolving Loans are outstanding at the time of the increase in the Aggregate Revolving Commitments and Revolving Commitment Percentages are being modified pursuant to the terms of this Agreement, the Borrowers must make prepayments and adjustments on the Revolving Loans as are necessary to give effect to such increased Aggregate Revolving Commitments and reallocated Revolving Commitment Percentages.  The Credit Parties hereby acknowledge and agree that they shall make payment on any breakage costs in accordance with the terms of Section 3.1(c) of the Credit Agreement

 

6.         Miscellaneous.

 

(a)        Each of the Credit Parties hereby (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) ratifies and affirms its obligations under the Credit Documents, (iii) agrees that (A) its obligations under each of the Credit Documents to which it is party shall remain in full force and effect according to their terms and (B) this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Credit Documents.

 

 

 

(b)        Each of the Credit Parties hereby represents and warrants to the Administrative Agent and the Lenders as follows:

 

(i)         Such Credit Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

 

(ii)        This Agreement has been duly executed and delivered by such Credit Parties and constitutes such Credit Party’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

 

(iii)       No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Credit Party of this Agreement.

 

(iv)       Before and after giving effect to the Incremental Revolving Commitment, the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by an Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects) on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects) on and as of such earlier date.

 

(v)        No event has occurred and is continuing, or will result from the Incremental Revolving Commitment, which constitutes a Default or an Event of Default.

 

(vi)       The Credit Parties are in compliance, on a Pro Forma Basis after giving effect to the Incremental Revolving Commitment, with the financial covenants set forth in clauses (a) and (b) of Section 8.8 of the Credit Agreement, recomputed as of the last day of the most recently ended Fiscal Quarter of the Parent for which financial statements have been delivered pursuant to Section 7.1 of the Credit Agreement.

 

(c)        This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of this Agreement by telecopy or other secure electronic format (.pdf) shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

 

(d)        This Agreement shall be deemed to be, and is, a “Credit Document.”

 

(e)        This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

 

[Signatures on Following Pages]

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWERS:                                                FUTUREFUEL CORP.,

a Delaware corporation

By:                                                                  

Name:  Rose M. Sparks

Title:    CFO, Treasurer, and Secretary

FUTUREFUEL CHEMICAL COMPANY,

a Delaware corporation

By:                                                                  

Name:  Rose M. Sparks

Title:  CFO, Treasurer, and Secretary

Guarantors:                                              FFC GRAIN, L.L.C.,

an Arkansas limited liability company

By:                                                                  

Name:  Rose M. Sparks

Title:  Treasurer and Secretary

 

                                                                        FUTUREFUEL WAREHOUSE COMPANY, LLC,

an Arkansas limited liability company

By:                                                                  

Name:  Rose M. Sparks

Title:  Treasurer and Secretary

                                                                       

                                                                        LEGACY REGIONAL TRANSPORT, L.L.C.,

an Arkansas limited liability company

By:                                                                  

Name:  Rose M. Sparks

Title:  Treasurer and Secretary

 

 

NEW LENDER:                                               FIRST COMMUNITY BANK,

as New Lender

By:                                                                              

Name:

Title:

administrative agent:                          REGIONS BANK,

as Administrative Agent

By:                                                                              

Name:

Title:

 

SWINGLINE LENDER AND

ISSUING BANK:                                             REGIONS BANK,

as Swingline Lender and Issuing Bank

By:                                                                              

Name:

Title:

 

 

 

Appendix A

 

Lenders, REVOLVING Commitments and

REVOLVING Commitment Percentages

 

 

 

Lenders

 

Revolving Commitment

Revolving Commitment

Percentage

Regions Bank

$75,000,000.00

45.454545455%

PNC Bank, National Association

$30,000,000.00

18.181818182%

Fifth Third Bank

$25,000,000.00

15.151515151%

UMB Bank

$20,000,000.00

12.121212121%

First Community Bank

$15,000,000.00

9.090909091%

Total:

$165,000,000.00

100.000000000%

 

 

 

Exhibit 11

 

Statement of Computation of Per Share Earnings

 

We compute earnings per share using the two-class method in accordance with Accounting Standards Codification Topic No. 260, “Earnings Per Share.” The two-class method is an allocation of earnings between the holders of common stock and a company’s participating security holders. Our outstanding non-vested shares of restricted stock contain non- forfeitable rights to dividends and, therefore, are considered participating securities for purposes of computing earnings per share pursuant to the two-class method. We had no other participating securities at June 30, 2016 or 2015.

 

Contingently issuable shares associated with outstanding service-based restricted stock units were not included in the earnings per share calculations for the three-month and six-month periods ended June 30, 2016 and 2015 as the vesting conditions had not been satisfied.

 

The composition of basic and diluted earnings per share were as follows:

 

(Dollars in thousands, except per share amounts)

 

   

For the three months ended June 30:

   

For the six months ended June 30:

   

2016

   

2015

   

2016

   

2015

Numerator:

Net income

  $ 14,224     $ 3,793     $ 24,793     $ 11,924  

Less: distributed earnings allocated to non-vested stock

    (10 )     (16 )     (24 )     (37 )

Less: undistributed earnings allocated to non-vested restricted stock

    (42 )     (7 )     (96 )     (49 )

Numerator for basic earnings per share

  $ 14,172     $ 3,770     $ 24,673     $ 11,838  

Effect of dilutive securities:

Add: undistributed earnings allocated to non-vested restricted stock

    42       7       96       49  

Less: undistributed earnings reallocated to non-vested restricted stock

    (42 )     (7 )     (96 )     (49 )

Numerator for diluted earnings per share

  $ 14,172     $ 3,770     $ 24,698     $ 11,838  

Denominator:

Weighted average shares outstanding – basic

    43,527,857       43,420,923       43,501,599       43,396,789  

Effect of dilutive securities:

Stock options and other awards

    902       7,810       5,910       8,852  

Weighted average shares outstanding – diluted

    43,528,759       43,428,733       43,507,509       43,405,641  
                                       

Basic earnings per share

  $ 0.33     $ 0.09     $ 0.57     $ 0.27  

Diluted earnings per share

  $ 0.33     $ 0.09     $ 0.57     $ 0.27  

 

 

 

Exhibit 31(a)

Certification

 

 

I, Paul A. Novelly, certify that:

 

 

1.

I have reviewed this report on Form 10-Q of FutureFuel Corp. (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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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: 

August 9, 2016 

 

 

 

 

/ s/ Paul A. Novelly

 

Paul A. Novelly, Chairman and Chief

 

Executive Officer  

 

 

 

  

 

 

 

 

 

 

 

 

Exhibit 31(b)

Certification

 

 

I, Rose M. Sparks, certify that:

 

 

1.

I have reviewed this report on Form 10-Q of FutureFuel Corp. (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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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:

August 9, 2016

 

 

 

 

/s/ Rose M. Sparks  

 

Rose M. Sparks, Chief Financial Officer

 

and Principal Financial Officer  

 

 

 

 

 

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 June 30, 2016 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/ Paul A. Novelly

 

 

 

Paul A. Novelly, 

 

 

 

Chairman and Chief Executive Officer 

 

 

 

 

 

 

 

 

 

 

 

/s/ Rose M. Sparks

 

 

 

Rose M. Sparks, Chief Financial Officer  

 

 

 

and Principal Financial Officer 

 

 

 

 

 

 

 

 

 

 

 

August 9, 2016