ff20220418_8k.htm
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UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): May 9, 2022
FutureFuel Corp.

(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
0-52577
20-3340900
(Commission File Number)
(IRS Employer Identification No.)
 
 
8235 Forsyth Blvd., Suite 400
St. Louis, Missouri 63105
(Address of Principal Executive Offices)
 
(314) 854-8352
(Registrant’s Telephone Number)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FF
NYSE
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 


 
 

 
 
Item 8.01 – Other Events
 
On May 9, 2022, FutureFuel Corp. (NYSE: FF) issued a press release announcing the Company's financial and operating results for the first quarter ended March 31, 2021.
.
 
A copy of the press release is furnished as Exhibit 99.1 to this report.
 
 
Item 9.01 – Financial Statements and Exhibits
 
A copy of the press release is included as Exhibit 99.1.
 
104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
FUTUREFUEL CORP.
 
By:      /s/ Rose M. Sparks                
      Rose M. Sparks, Chief Financial Officer    
 
Date: May 9, 2022
 
 
 

Exhibit 99.1

 

 

FutureFuel Releases First Quarter 2022 Results

 

FutureFuel First Quarter Net Loss of $12.4 Million

 

Reports Net Loss of $12.4 Million or $0.28 per Diluted Share, and Adjusted EBITDA of $2.1 Million

 

CLAYTON, Mo., May 9, 2022 (GLOBE NEWSWIRE) -- FutureFuel Corp. (NYSE:FF) (“FutureFuel”), a manufacturer of custom and performance chemicals and biofuels, today announced financial results for the first quarter ended March 31, 2022.

 

First quarter 2022 Financial Highlights (all comparisons are with the first quarter of 2021)

 

 

Revenues were $42.3 million, up 2% from $41.5 million

 

Adjusted EBITDA was $2.1 million, up from ($7.8) million

 

Net loss was $12.4 million, or $0.28 per diluted share, down from net losses of $8.8 million, or $0.20 per diluted share.

 

“The first quarter of 2022 has been strong from an operational perspective, as compared to the disruption we experienced at the hands of Winter Storm Uri in the same period of 2021. Nevertheless, our biodiesel business was challenged this quarter by feedstock price increases that made many of our traditional feedstock sources uneconomical. We navigated this challenge by producing and inventorying summer quality biodiesel to sell later in the year using feedstock that would generate positive margins. In an environment where fuel prices have risen significantly during the first three months of the year, we reported a loss on our derivatives position at the end of the quarter that would have been offset when we later sold our inventory. However, since that time, unprecedented volatility towards the expiry of the New York Mercantile Exchange May heating oil contract, caused FutureFuel to incur approximately $12 million of realized derivative losses during April, and it is uncertain what additional costs will be incurred subsequently.  These costs likely will not be fully recovered when the physical inventory is sold.

 

Our chemicals business continues to show encouraging signs as we execute our plans to grow in this segment. said Tom McKinlay, Chief Operating Officer for FutureFuel Corp.

 

 

2022 Cash Dividends

 

In the first three months of 2022, FutureFuel paid a regular quarterly cash dividend in the amount of $0.06 per share on our common stock. The remaining quarterly dividends of $0.06 per share will be paid in June, September, and December.

 

 

 

Financial Overview and Key Operating Metrics

 

Financial and operating metrics, which include non-GAAP financial measures, include dollars in thousands, except per share amounts:

 

FutureFuel Corp.

Certain Financial and Operating Metrics (Unaudited)

 

        Three Months Ended March 31,  
                   

Dollar

   

%

 
    2022    

2021

   

Change

   

Change

 

Revenue

  $ 42,261     $ 41,516     $ 745       2 %

Loss from operations

  $ (9,607 )   $ (13,058 )   $ 3,451       26 %

Net loss

  $ (12,398 )   $ (8,773 )   $ (3,625 )     (41 %)

Loss per common share:

                               

Basic

  $ (0.28 )   $ (0.20 )   $ (0.08 )     (40 %)

Diluted

  $ (0.28 )   $ (0.20 )   $ (0.08 )     (40 %)

Adjusted EBITDA

  $ 2,098     $ (7,825 )   $ 9,923       n/a  

 

 

Financial and Business Summary

 

Consolidated sales revenue in the three months ended March 31, 2022 increased $745 compared to the three months ended March 31, 2021. This increase resulted from increased sales prices in both the chemicals and biofuels segments and increased sales volume in the chemical segment which was partially offset by reduced sales volumes in the biofuel segment.

 

Loss from operations in the three months ended March 31, 2022 improved $3,451 compared to the three months ended March 31, 2021. This improvement primarily resulted from: i) the negative impact in the prior year quarter of the exorbitant natural gas prices invoiced from Winter Storm Uri which resulted in an addition to cost of goods sold of $7,800, and ii) the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting which increased gross profit $481 in the current period as compared to a reduction of $3,913 in the same period of the prior year. See note 4 to our consolidated financial statements for additional detail. These improvements were partially offset by the change in the unrealized and realized activity in derivative instruments with a loss of $9,129 as compared to a loss of $2,625 in the three months ended March 31, 2021 whereas inventories related to this change have not yet been sold. See note 5 to our consolidated financial statements. Affordable feedstocks were acquired and converted to biodiesel which will be sold mostly in the three months ended June 30, 2022.

 

 

 

Capital Expenditures

 

Capital expenditures were $977 in the first three months of 2022, compared with $146 in the same period in 2021.

 

 

Cash and Cash Equivalents and Marketable Securities

 

Cash and cash equivalents and marketable securities totaled $163,735 as of March 31, 2022, compared with $184,711 as of December 31, 2021.

 

 

About FutureFuel

 

FutureFuel is a leading manufacturer of diversified chemical products and biofuels. FutureFuel's chemicals segment manufactures specialty chemicals for specific customers (“custom chemicals”) as well as multi-customer specialty chemicals (“performance chemicals”). FutureFuel’s custom manufacturing product portfolio includes proprietary agrochemicals, adhesion promoters, a biocide intermediate, and an antioxidant precursor. FutureFuel’s performance chemicals products include a portfolio of proprietary nylon and polyester polymer modifiers and several small-volume specialty chemicals and solvents for diverse applications. FutureFuel’s biofuels segment primarily produces and sells biodiesel to its customers. Please visit www.futurefuelcorporation.com for more information.

 

 

Forward-Looking Statements

 

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements deal with FutureFuel’s 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 FutureFuel or its 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 the company makes with United States Securities and Exchange Commission (the “SEC”), in press releases, or in oral statements made by or with the approval of one of FutureFuel’s authorized executive officers.

 

These forward-looking statements are subject to certain known and unknown risks and uncertainties, including, but not limited to the COVID-19 pandemic and the response thereto, 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, 2021 and in its future filings made with the SEC. An investor should not place undue reliance on any forward-looking statements contained in this document, which reflect FutureFuel management’s opinions only as of their respective dates. Except as required by law, the company undertakes no obligation to revise or publicly release the results of any revisions to forward-looking statements. The risks and uncertainties described in this document and in current and future filings with the SEC are not the only ones faced by FutureFuel. New factors emerge from time to time, and it is not possible for the company to predict which will arise. There may be additional risks not presently known to the company or that the company currently believes are immaterial to its business. In addition, FutureFuel cannot assess the impact of each factor on its 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, FutureFuel’s business, operating results, liquidity, and financial condition could be materially affected in an adverse manner. An investor should consult any additional disclosures FutureFuel has made or will make in its 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 FutureFuel or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this document.

 

 

 

Non-GAAP Financial Measures

 

In this press release, FutureFuel used 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. FutureFuel defines adjusted EBITDA as net income before interest, income taxes, depreciation, and amortization expenses, excluding, when applicable, non-cash share-based compensation expense, public offering expenses, acquisition-related transaction costs, purchase accounting adjustments, loss on disposal of property and equipment, gains or losses on derivative instruments, other non-operating income or expense. Information relating to adjusted EBITDA is provided so that investors have the same data that management employs in assessing the overall operation and liquidity of FutureFuel’s business. FutureFuel’s calculation of adjusted EBITDA may be different from similarly titled measures used by other companies; therefore, the results of its calculation are not necessarily comparable to the results of other companies.

 

Adjusted EBITDA allows FutureFuel’s chief operating decision makers to assess the performance and liquidity of FutureFuel’s business on a consolidated basis to assess the ability of its operating segments to produce operating cash flow to fund working capital needs, to fund capital expenditures, and to pay dividends. In particular, FutureFuel management believes that adjusted EBITDA permits a comparative assessment of FutureFuel’s operating performance and liquidity, relative to a performance and liquidity based on GAAP results, while isolating the effects of depreciation and amortization, which may vary among its operating segments without any correlation to their underlying operating performance, and of 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, whose immediate recognition can cause net income to be volatile from quarter to quarter due to the timing of the valuation change in the derivative instruments relative to the sale of biofuel.

 

A table included in this earnings release reconciles adjusted EBITDA with net income, the most directly comparable GAAP performance financial measure, and a table reconciles adjusted EBITDA with cash flows from operations, the most directly comparable GAAP liquidity financial measure.

 

 

 

FutureFuel Corp.

Condensed Consolidated Balance Sheets

(Dollars in thousands)

 

   

(Unaudited)

         
   

March 31, 2022

   

December 31, 2021

 

Assets

               

Cash and cash equivalents

  $ 120,984     $ 137,521  

Accounts receivable, inclusive of the blenders' tax credit of $5,550 and $8,232 and net of allowances for bad debt of $55 and $67, respectively

    18,048       29,374  

Inventory

    37,620       26,920  

Marketable securities

    42,751       47,190  

Other current assets

    18,426       14,828  

Total current assets

    237,829       255,833  

Property, plant and equipment, net

    81,056       82,901  

Other assets

    5,498       5,596  

Total noncurrent assets

    86,554       88,497  

Total Assets

  $ 324,383     $ 344,330  

Liabilities and Stockholders Equity

               

Accounts payable, inclusive of the blenders' tax credit rebates due customers of $890 and $890, respectively

  $ 21,960     $ 22,823  

Dividends payable

    7,877       -  

Other current liabilities

    11,540       12,233  

Total current liabilities

    41,377       35,056  

Deferred revenue – long-term

    14,261       16,755  

Other noncurrent liabilities

    2,767       3,591  

Total noncurrent liabilities

    17,028       20,346  

Total liabilities

    58,405       55,402  

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, 43,763,243, issued and outstanding at March 31, 2022 and December 31, 2021

    4       4  

Accumulated other comprehensive income

    129       178  

Additional paid in capital

    282,443       282,443  

Retained earnings (accumulated deficit)

    (16,598 )     6,303  

Total Stockholders Equity

    265,978       288,928  

Total Liabilities and Stockholders Equity

  $ 324,383     $ 344,330  

 

 

 

 

FutureFuel Corp.

Condensed Consolidated Statements of Operations

and Comprehensive Income

(Dollars in thousands, except per share amounts)

(Unaudited)

 

   

Three Months Ended March 31,

 
    2022    

2021

 

Revenue

  $ 42,261     $ 41,516  

Cost of goods sold and distribution

    49,416       52,252  

Gross loss

    (7,155 )     (10,736 )

Selling, general, and administrative expenses

    1,773       1,548  

Research and development expenses

    679       774  
      2,452       2,322  

Loss from operations

    (9,607 )     (13,058 )

Other expense, net

    (3,495 )     (102 )

Loss before income taxes

    (13,102 )     (13,160 )

Income tax benefit

    (704 )     (4,387 )

Net loss

  $ (12,398 )   $ (8,773 )
                 

Earnings (loss) per common share

               

Basic

  $ (0.28 )   $ (0.20 )

Diluted

  $ (0.28 )   $ (0.20 )

Weighted average shares outstanding

               

Basic

    43,763,243       43,743,243  

Diluted

    43,763,243       43,743,243  
                 

Comprehensive income (loss)

               

Net loss

  $ (12,398 )   $ (8,773 )

Other comprehensive loss from unrealized net loss on available-for-sale debt securities

    (62 )     (60 )

Income tax effect

    13       16  

Total other comprehensive loss, net of tax

    (49 )     (44 )

Comprehensive loss

  $ (12,447 )   $ (8,817 )

 

 

 

 

FutureFuel Corp.

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

 

   

Three Months Ended March 31,

 
    2022    

2021

 

Cash flows from operating activities

               

Net loss

  $ (12,398 )   $ (8,773 )

Adjustments to reconcile net income to net cash from operating activities:

               

Depreciation

    2,570       2,608  

Amortization of deferred financing costs

    24       24  

Benefit for deferred income taxes

    (719 )     (4,402 )

Change in fair value of equity securities

    4,100       1,765  

Change in fair value of derivative instruments

    (1,536 )     (695 )

Loss (gain) on the sale of investments

    27       (690 )

Loss on disposal of property and equipment

    6       -  

Noncash interest expense

    8       8  

Changes in operating assets and liabilities:

               

Accounts receivable

    11,268       (6,515 )

Accounts receivable – related parties

    58       1,375  

Inventory

    (10,700 )     (11,389 )

Income tax receivable

    15       774  

Prepaid expenses

    631       751  

Prepaid expenses – related party

    (8 )     (12 )

Other assets

    38       (43 )

Accounts payable

    (730 )     4,270  

Accounts payable – related parties

    57       7,814  

Accrued expenses and other current liabilities

    (917 )     (509 )

Accrued expenses and other current liabilities – related parties

    (1 )     -  

Deferred revenue

    (2,269 )     (569 )

Other noncurrent liabilities

    (100 )     (139 )

Net cash used in operating activities

    (10,576 )     (14,347 )

Cash flows from investing activities

               

Collateralization of derivative instruments

    (2,664 )     (106 )

Purchase of marketable securities

    -       (15,601 )

Proceeds from the sale of marketable securities

    250       28,681  

Proceeds from the sale of property and equipment

    56       -  

Capital expenditures

    (977)       (146 )

Net cash (used in) provided by investing activities

    (3,335 )     12,828  

Cash flows from financing activities

               

Payment of dividends

    (2,626 )     (2,624 )

Net cash used in financing activities

    (2,626 )     (2,624 )

Net change in cash and cash equivalents

    (16,537 )     (4,143 )

Cash and cash equivalents at beginning of period

    137,521       198,122  

Cash and cash equivalents at end of period

  $

120,984

    $ 193,979  
                 

Cash paid for interest

  $ -     $ 43  

Cash paid for income taxes

  $ -     $ 52  

Noncash investing and financing activities:

               

Cash dividends declared, not paid

  $ 7,877     $ -  

Noncash capital expenditures

  $ 174     $ 118  

 

 

 

 

FutureFuel Corp.

Reconciliation of Non-GAAP Financial Measure to Financial Measure

(Dollars in thousands)

(Unaudited)

 

Reconciliation of Adjusted EBITDA to Net Income

 

   

Three Months Ended March 31,

 
    2022    

2021

 

Net loss

  $ (12,398 )   $ (8,773 )

Depreciation

    2,570       2,608  

Interest and dividend income

    (664 )     (1,005 )

Non-cash interest expense and amortization of deferred financing costs

    32       32  

Losses on disposal of property and equipment

    6       -  

Loss on derivative instruments

    9,129       2,625  

Loss on marketable securities

    4,127       1,075  

Income tax benefit

    (704 )     (4,387 )

Adjusted EBITDA

  $ 2,098     $ (7,825 )

 

 

 

Reconciliation of Adjusted EBITDA to Net Cash Used in Operating Activities

 

   

Three Months Ended March 31,

 
    2022    

2021

 

Net cash used in operating activities

  $ (10,576 )   $ (14,347 )

Benefit for deferred income taxes

    719       4,402  

Interest and dividend income

    (664 )     (1,005 )

Income tax benefit

    (704 )     (4,387 )

Loss on derivative instruments

    9,129       2,625  

Change in fair value of derivative instruments

    1,536       695  

Change in operating assets and liabilities, net

    2,658       4,192  

Adjusted EBITDA

  $ 2,098     $ (7,825 )

 

 

 

 

FutureFuel Corp.

Condensed Consolidated Segment Income

(Dollars in thousands)

(Unaudited)

 

   

Three Months Ended March 31,

 
    2022    

2021

 

Revenue

               

Custom chemicals

  $ 15,715     $ 10,675  

Performance chemicals

    5,846       5,435  

Chemicals revenue

  $ 21,561     $ 16,110  

Biofuels revenue

    20,700       25,406  

Total Revenue

  $ 42,261     $ 41,516  
                 

Segment gross profit (loss)

               

Chemicals

  $ 5,418     $ (1,301 )

Biofuels

    (12,573 )     (9,435 )

Total gross loss

  $ (7,155 )   $ (10,736 )

 

 

Depreciation is allocated to segment cost 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.

 

COMPANY CONTACT

FutureFuel Corp.

Tom McKinlay

(314)854-8352

www.futurefuelcorporation.com