future8k.htm
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): February 20, 2008
FUTUREFUEL
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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0-52577
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20-3340900
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(Commission
File Number)
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(IRS
Employer Identification No.)
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8235
Forsyth Blvd., Suite 400
St.
Louis, Missouri 63105
(Address
of Principal Executive Offices)
(314)
854-8520
(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:
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£
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Written
communications pursuant to Rule 425 under the Securities
Act
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Section
4 – Matters Related to Accountants and Financial Statements
Item
4.01 Changes
in Registrant’s Certifying Accountant.
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(a)
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Engagement
of new principal independent
accountant
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On
December 13, 2007 the Audit Committee (“Committee”) of FutureFuel Corp.
(“FutureFuel”) instructed the management of FutureFuel to undertake a request
for proposal from independent registered accounting firms to serve as
FutureFuel’s auditor for the fiscal year ended December 31, 2007 and for the
purposes of performing quarterly reviews for the fiscal 2008
quarters. In response to this request, proposals were received from
certain accounting firms, including KPMG LLP (“KPMG”) and RubinBrown LLP
(“RubinBrown”).
Following
its evaluation of these proposals, on February 13, 2008 the Committee engaged
RubinBrown to serve as FutureFuel’s independent auditor for the fiscal year
ended December 31, 2007 and all interim periods
thereafter. Additionally, RubinBrown will perform the quarterly
review of FutureFuel’s interim period results for the period ended September 30,
2007.
During
FutureFuel’s two most recent fiscal years and any subsequent interim period
prior to engaging RubinBrown, FutureFuel has not consulted with RubinBrown
regarding the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on FutureFuel’s financial statements, nor did RubinBrown provide advice
to FutureFuel, either written or oral, that was an important factor considered
by FutureFuel in reaching a decision as to an accounting, auditing or financial
reporting issue. Further, during FutureFuel’s two most recent fiscal
years and any subsequent interim period prior to engaging RubinBrown, FutureFuel
did not consult with RubinBrown on any matter that was the subject of a
disagreement or a reportable event.
Based in
St. Louis, Missouri, RubinBrown is a certified public accounting firm that is
registered with the Public Company Accounting Oversight Board, a private sector,
non-profit corporation, created by the Sarbanes-Oxley Act of 2002 to oversee the
auditors of public companies in order to protect the interests of investors and
further the public interest in the preparation of informative, fair, and
independent audit reports. Additionally, RubinBrown is an independent
member of Baker Tilly International, an association of 138 independent regional
accounting and business consulting firms with affiliates in 104
countries. The Chairman of RubinBrown is currently the Chairman of
Baker Tilly International.
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(b)
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Dismissal
of previous principal independent
accountant
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KPMG
currently serves as the principal accountant for FutureFuel for the fiscal years
ended December 31, 2006 and 2005. As announced on July 25, 2007, the
consolidated financial statements for the year ended December 31, 2006, and the
three-month period ended March 31, 2007, contained material errors in the
application of purchase accounting. FutureFuel is currently in the
process of amending its registration statement on Form 10, as previously filed
on June 26, 2007, to reflect correction of these errors. As a result
of the Committee’s engagement of RubinBrown to serve as FutureFuel’s independent
auditor for the fiscal year ended December 31, 2007, KPMG was notified on
February 13, 2008, that it will be dismissed as independent auditor for
FutureFuel upon completion of the filing of the 2nd
Amendment to the Form 10 and the Form 10-Q as of and for the period ended June
30, 2007 and the issuance of KPMG’s reports to be included in the 2nd
Amendment to the Form 10.
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(i)
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The
audit reports of KPMG on FutureFuel’s consolidated financial statements as
of and for the years ended December 31, 2006 and 2005, did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principle, except as
follows:
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KPMG’s
report, dated April 23, 2007, except as to Note 2, which is dated as of December
27, 2007, on the 2006 and 2005 consolidated financial statements
of FutureFuel Corp contained a separate paragraph stating that “As
described in
Note 2 to
the consolidated financial statements, the Company has restated the accompanying
consolidated financial statements as of December 31, 2006 and 2005 and for the
year ended December 31, 2006 and for the period from August 12, 2005 (Inception)
to December 31, 2005”.
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(ii)
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During
the two fiscal years that ended December 31, 2006 and 2005, and the
subsequent interim period through February 13, 2008, there were no: (1)
disagreements between FutureFuel and KPMG on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of
KPMG, would have caused it to make reference in connection with their
opinion to the subject matter of the disagreement, or (2) reportable
events, except that, in connection with the issuance of its audit report
on FutureFuel’s consolidated financial statements as of and for the years
ended December 31, 2006 and 2005, KPMG advised FutureFuel that a material
weakness in internal controls existed related to (a) the lack of
maintaining effective controls in the monitoring of the accrual of certain
liabilities and (b) in the application, monitoring and review of the
application of certain complex accounting standards and assumptions,
primarily associated with FutureFuel’s application of purchase accounting,
applied within the financial reporting
process.
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To
address the weakness identified related to the accrual of certain liabilities,
FutureFuel has designed and implemented new procedures surrounding its
end-of-period close process including a comprehensive review of open work
projects at the plant site and of inventory receipts occurring at or around the
end-of-period close date. FutureFuel’s remediation of the weaknesses
related to the application of purchase accounting has been to adjust the
financial data in its ERP system to apply purchase accounting, thereby
alleviating the need to work outside of its normal control environment (which it
anticipates having completed by the end of the second quarter of 2008) and to
ensure the appropriate level of review by individuals with the appropriate level
of knowledge who are independent of the process of preparing the initial
accounting entries. Lastly, FutureFuel has implemented a more
rigorous internal control surrounding the preparation and calculation of income
taxes.
FutureFuel
has provided KPMG with a copy of the above disclosures in response to Item
304(a) of Regulation S-K in conjunction with the filing of this Form
8-K. FutureFuel requested that KPMG deliver to FutureFuel a letter
addressed to the U.S. Securities and Exchange Commission stating whether it
agrees with the statements made by the Company in response to Item 304(a) of
Regulation S-K, and if not, stating the respects in which it does not
agree. A copy of the letter of KPMG is filed as Exhibit 16.1 to the
Form 8-K Current Report.
Item
9.01 Financial Statements and Exhibits
d)
Exhibits
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Exhibit
Number
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Description
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16.1
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Letter,
dated February 20, 2008 from KPMG LLP to the U.S. Securities and Exchange
Commission (filed herewith).
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99
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FutureFuel
Corp. Press Release dated February 20, 2008 announcing the appointment of
RubinBrown LLP (filed herewith).
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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.
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By:
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/s/
Douglas D. Hommert |
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Douglas
D. Hommert, Executive Vice President, Secretary and
Treasurer
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Date: February
20, 2008
EXHIBIT
INDEX
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Exhibit
No.
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Description
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16.1
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Letter,
dated February 20, 2008 from KPMG LLP to the U.S. Securities and Exchange
Commission
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99
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FutureFuel
Corp. Press Release dated February 20, 2008 announcing the appointment of
RubinBrown LLP
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