Filed by US BioEnergy Corporation
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed as filed
pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934, as amended
Subject Company: US BioEnergy Corporation
Commission File Number: 001- 33203
US
BIOENERGY REPORTS FOURTH QUARTER
AND YEAR-END 2007 FINANCIAL RESULTS
Full Year 2007 Highlights
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Revenues of $588.6 million
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EBITDA of $61.4 million
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Net income of $17.4 million, or $0.23 per diluted share
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Fourth Quarter Highlights
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Revenues of $151.9 million
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EBITDA of ($2.8) million
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Net loss of $7.2 million, or loss of $0.09 per share
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ST. PAUL, Minn. – (March 17, 2008) –
US BioEnergy Corporation (NASDAQ: USBE) today reported net income of $17.4 million, or $0.23 per diluted share, for the full year ended December 31, 2007.
Total revenues for the year were $588.6 million, while the Company generated $61.4 million of EBITDA.
The company reported a net loss of $7.2 million, or
$0.09 per share, for the quarter ended December 31, 2007, due primarily to a $14.0 million charge for mark-to-market losses related to the Company’s commodity hedging activities. In addition, the company incurred a one-time expense of $2.8
million, related to the company’s pending merger with VeraSun Energy Corporation. Revenues for the quarter were $151.9 million and EBITDA was ($2.8) million.
“We are very pleased to deliver another quarter of robust production and sales,” said Gordon Ommen, US BioEnergy’s CEO. “It was the second full quarter of production at our Ord, Neb. plant. In February 2008, we commenced
operations at our newly acquired Marion plant. We now have five plants in operation and three additional plants under construction with a total production capacity of 750 million gallons per year (mmgy). We look forward to completing our merger
with VeraSun and becoming the largest ethanol producer in the country.”
During the fourth quarter of 2007, the company sold 73.8 million gallons
of ethanol at an average selling price of $1.77 per gallon, compared with 73.2 million gallons of ethanol at an average selling price of $1.76 per gallon for the third quarter of 2007.
After taking hedging related gains and losses into account, the company’s corn costs averaged $3.47 per bushel, or $1.23 per gallon of ethanol sold, for the fourth
quarter of 2007, compared to
1
$3.15 per bushel, or $1.10 per gallon of ethanol sold, for the third quarter of 2007. Before taking hedging gains into account, corn costs averaged $3.59 per
bushel, or $1.27 per gallon of ethanol sold, compared with $3.58 per bushel, or $1.25 per gallon of ethanol sold in the third quarter of 2007.
Milestones
the company achieved during 2007 include the following:
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Began construction of an ethanol plant near Janesville, Minn.
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Entered into five senior secured credit facilities with AgStar Financial Services, PCA, as administrative agent and as a lender, and a group of other lenders to
provide financing for the Ord, Hankinson, Dyersville and Janesville construction projects and to refinance the Platte Valley credit facility
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Completed construction of the Ord plant and commenced operations
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Acquired Millennium Ethanol, LLC, an ethanol plant that was under construction near Marion, S.D. and commenced operations at the plant in February 2008
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Entered into a merger agreement with VeraSun Energy Corporation (VeraSun)
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Sold United Bio Energy Ingredients, LLC, and UBE Services, LLC, a third-party distillers grains marketing and services businesses
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The company currently owns and operates five ethanol plants, which have combined production capacity of 420 mmgy and has the following plants under construction:
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Hankinson, N.D., a 110 mmgy facility, which is expected to start producing ethanol in the first half of 2008.
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Dyersville, Iowa, a 110 mmgy facility, which is expected to start producing ethanol in the second half of 2008.
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Janesville, Minn., a 110 mmgy facility, which is expected to start producing ethanol in the second half of 2008.
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The company’s total construction expenditures for 2007 were $369.8 million, which were primarily comprised of the following: Hankinson $111.3 million, Dyersville
$112.3 million, Janesville $76.0 million, and Marion $27.9 million. The remaining construction-related costs of $174.3 million to complete each of these projects are expected to be fully funded through available construction loans.
At December 31, 2007, total cash and cash equivalents were $54.4 million, compared to $170.1 million on December 31, 2006. None of the company’s cash is
invested in auction rate securities. Total debt as of December 31, 2007 was $430.3 million compared to $150.1 million on December 31, 2006. Equity, as a percentage of total capitalization, was approximately 59 percent as of
December 31, 2007.
2
Selected Results
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Three months ended
December 31, 2007
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Three months ended
September 30, 2007
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Three months ended
June 30, 2007
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Three months ended
March 31, 2007
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Sales volumes (in thousands):
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Ethanol gallons sold
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73,794
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73,178
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67,068
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59,726
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Distillers grains tons sold
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365
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346
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302
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272
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Production volumes (in thousands)
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Ethanol gallons produced
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72,896
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73,107
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68,188
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58,660
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Distillers grains tons produced
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364
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346
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305
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262
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Average price realizations
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Ethanol sales price per gallon
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$
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1.77
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$
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1.76
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$
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1.91
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$
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1.90
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Distillers grain sales price per gallon
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$
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0.26
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$
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0.25
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$
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0.26
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$
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0.26
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Average cost
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Corn—no hedging impact (per bushel)
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$
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3.59
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$
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3.58
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$
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3.79
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$
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3.52
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Corn—w/ hedging impact (per bushel)
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$
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3.47
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$
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3.15
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$
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3.97
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$
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3.64
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Corn—no hedging impact (per gallon of ethanol)
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$
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1.27
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$
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1.25
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$
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1.35
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$
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1.21
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Corn—w/ hedging impact (per gallon of ethanol)
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$
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1.23
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$
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1.10
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$
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1.41
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$
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1.25
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Natural gas—no hedging impact (per mmbtu)
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$
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6.62
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$
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5.25
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$
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7.31
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$
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7.19
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Natural gas—w/ hedging impact (per mmbtu)
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$
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6.62
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$
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5.25
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$
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7.36
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$
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6.88
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Natural gas—no hedging impact (per gallon of ethanol)
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$
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0.16
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$
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0.13
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$
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0.18
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$
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0.20
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Natural gas—w/ hedging impact (per gallon of ethanol)
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$
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0.16
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$
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0.13
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$
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0.18
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$
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0.19
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COGS—w/ hedging impact (per gallon of ethanol)
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$
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1.98
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$
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1.62
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$
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1.97
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$
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1.89
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Comparability of Financial Results
Prior to May 1, 2006, US BioEnergy derived revenues principally from its marketing and services businesses. Since that time, the sale of ethanol and distillers grains has become the primary source of US
BioEnergy’s revenues. As a result, the company’s financial results for periods after April 30, 2006 are not comparable to results for prior periods. In addition, due to the steep ramping of ethanol production since April 2006, the
actual production figures for 2006 are not indicative of future operating results.
EBITDA
This news release describes “EBITDA” in addition to earnings calculated in accordance with generally accepted accounting principles (GAAP). Management believes
that EBITDA is useful in evaluating the company’s operating performance in relation to other companies in the industry because the calculation of EBITDA generally eliminates the effects of financings and income
3
taxes, items that vary for different companies for reasons unrelated to overall operating performance. EBITDA is not a measure of financial performance under
GAAP, and should not be considered an alternative to net income, or any other measure of performance under GAAP, or to cash flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity. EBITDA
has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of the limitations of EBITDA are:
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EBITDA does not reflect cash used for capital expenditures;
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Although depreciation and amortization are non-cash charges, the assets being depreciated or amortized often will have to be replaced and EBITDA does not reflect
the cash requirements for replacements;
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EBITDA does not reflect changes in, or cash requirements for, working capital requirements;
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EBITDA does not reflect the cash necessary to make payments of interest or principal on indebtedness; and
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EBITDA includes non-recurring payments which are reflected in other income.
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Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to service debt or to invest in the growth of our business. Management compensates for these limitations by
relying on GAAP results as well as EBITDA.
Conference Call
The company will host a conference call today at 10:00 a.m. Central Time. Investors interested in listening to the call can dial (888) 895-4463 and reference conference ID 37569771. This call will be webcast and can be accessed via US
BioEnergy’s Web site at
www.usbioenergy.net
(follow the instructions on the Investor Relations page). A replay of the webcast will be available through March 31, 2008. The telephone replay will be available approximately two hours
after the call concludes by dialing (800) 642-1687 or (706) 645-9291 and reference conference ID 37569771.
About US BioEnergy Corporation
US BioEnergy Corporation (NASDAQ: USBE), based in St. Paul, Minn., is a leading producer and marketer of ethanol and distillers grains. Founded in
2004, the company currently owns and operates five ethanol plants in Albert City, Iowa, Marion, S.D., Ord and Platte Valley, Neb., and Woodbury, Mich. Three additional ethanol plants are currently under construction in Hankinson, N.D., Dyersville,
Iowa, and Janesville, Minn. Upon completion of these initiatives, the company will own and operate eight plants with combined expected ethanol production capacity of 750 million gallons.
Forward-Looking Statements:
Certain statements in this release, and
other written or oral statements made by or on behalf of us, are “forward-looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as
management’s
4
expectations, anticipations, beliefs, plans, targets, estimates, or projections and similar expressions relating to the future, are forward-looking
statements within the meaning of these laws. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments
and other factors they believe to be appropriate. Any forward- looking statements are not guarantees of our future performance and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ
materially from those contemplated by any forward-looking statements. We disclaim any duty to update any forward-looking statements. Some of the factors that may cause actual results, developments and business decisions to differ materially from
those contemplated by any forward-looking statements include the volatility and uncertainty of corn, natural gas, ethanol and unleaded gasoline prices; the completion and results of our pending merger with VeraSun Energy; the results of our recently
acquired Marion, SD facility; the results of our hedging transactions and other risk mitigation strategies; operational disruptions at our facilities; our ability to implement our expansion strategy as planned or at all; our ability to locate and
integrate potential future acquisitions; development of infrastructure related to the sale and distribution of ethanol; our limited operating history; excess production capacity in our industry; our ability to compete effectively in our industry;
our ability to implement a marketing and sales network for our ethanol; changes in or elimination of governmental laws, tariffs, trade or other controls or enforcement practices; environmental, health and safety laws, regulations and liabilities;
our reliance on key management personnel; future technological advances; limitations and restrictions contained in the instruments and agreements governing our indebtedness; our ability to raise additional capital and secure additional financing;
and costs of construction and equipment, as more fully described in the “Risk Factors” section of our annual report on Form 10-K for the year ended December 31, 2007.
Additional Information
In connection with the proposed transaction between VeraSun Energy and US BioEnergy, VeraSun
has filed with the SEC a registration statement on Form S-4 containing a definitive joint proxy statement of VeraSun and US BioEnergy that also constitutes a prospectus of VeraSun, which was mailed to the shareholders of VeraSun and US BioEnergy.
SHAREHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT VERASUN, US BIOENERGY AND THE PROPOSED TRANSACTION.
The joint proxy statement/prospectus and other documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC’s website at http://www.sec.gov. These documents (when they are available) can
also be obtained free of charge from US BioEnergy upon written request to VeraSun Energy Corporation, Attention: Investor Relations, 100 22nd Avenue, Brookings, South Dakota 57006, or by calling 605-696-7236, or from US BioEnergy, upon written
request to US BioEnergy Corporation, Attention: Investor Relations, 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077, or by calling 651-554-5491
5
US BioEnergy Corporation
Condensed Consolidated Balance Sheets
(in thousands, except share data)
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December 31,
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December 31,
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2007
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2006
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ASSETS
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Current Assets
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Cash and cash equivalents
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$
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54,432
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$
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170,099
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Receivables
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42,609
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40,958
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Inventories
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40,368
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28,420
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Deferred income taxes
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4,279
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—
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Prepaid expenses and other current assets
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9,989
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7,306
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Total current assets
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151,677
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246,783
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Other Assets
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Goodwill
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63,991
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65,489
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Other long-term assets
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10,036
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9,294
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74,027
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74,783
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Property and equipment, net
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943,141
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408,814
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Total assets
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$
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1,168,845
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$
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730,380
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Liabilities
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Current maturities of long-term debt
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$
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17,024
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$
|
8,131
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Accounts payable
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|
|
10,035
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|
|
45,489
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Accrued expenses
|
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|
20,170
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|
|
5,483
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Deferred income tax liability
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|
|
—
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2,913
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Notes payable
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—
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1,815
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Total current liabilities
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47,229
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|
|
63,831
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Long-term debt
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|
413,298
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|
|
140,128
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Construction payable
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|
31,488
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|
|
14,944
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Deferred income taxes
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|
|
47,839
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|
|
27,099
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Other long-term liabilities
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811
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—
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Total long term liabilities
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493,436
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182,171
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Total liabilities
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540,665
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|
246,002
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Minority interest in subsidiary
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3,921
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—
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Commitments and Contingencies
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Shareholders’ Equity
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Preferred stock, $0.01 par value, authorized 75,000,000 shares, issued none
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—
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—
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Common stock, $0.01 par value, authorized 750,000,000 shares; 79,582,679 and 67,968,885 shares issued and outstanding as of December 31,
2007 and December 31, 2006, respectively
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|
796
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679
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Additional paid-in capital
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|
589,710
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|
467,552
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Retained earnings
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33,753
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|
16,147
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Total shareholders’ equity
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624,259
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484,378
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Total liabilities and shareholders’ equity
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$
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1,168,845
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$
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730,380
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6
US BioEnergy Corporation
Condensed Consolidated Statements of
Operations
(in thousands, except per share data)
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Three Months Ended
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December 31,
2007
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September 30,
2007
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(Unaudited)
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Revenues:
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Product sales
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$
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150,539
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$
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147,178
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Other revenues
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1,409
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|
|
2,867
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Total revenues
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151,948
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150,045
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Cost of goods sold:
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Cost of product sales
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146,444
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119,318
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Other cost of goods sold
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|
693
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|
|
|
1,942
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|
|
|
|
|
|
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Total cost of goods sold
|
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|
147,137
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|
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|
121,260
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Gross profit
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4,811
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|
|
28,785
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Selling, general and administrative expenses
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|
12,518
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|
|
|
10,846
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Loss on impairment of asset
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—
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|
|
|
2,471
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Operating income
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(7,707
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)
|
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|
15,468
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|
|
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|
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Other income (expense):
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|
|
|
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Interest expense
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|
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(371
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)
|
|
|
(1,425
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)
|
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Interest income
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|
|
944
|
|
|
|
1,257
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|
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Other income
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|
|
(3,142
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)
|
|
|
7
|
|
|
Equity in net income of unconsolidated subsidiary
|
|
|
645
|
|
|
|
1,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,924
|
)
|
|
|
933
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and minority interest
|
|
|
(9,631
|
)
|
|
|
16,401
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|
|
Federal and state income tax expense
|
|
|
2,411
|
|
|
|
(5,330
|
)
|
|
Minority interest in net loss of subsidiary
|
|
|
21
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
(7,199
|
)
|
|
$
|
11,078
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per common share:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.09
|
)
|
|
$
|
0.15
|
|
|
Diluted
|
|
|
(0.09
|
)
|
|
|
0.15
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
79,633
|
|
|
|
72,043
|
|
|
Diluted
|
|
|
80,424
|
|
|
|
72,908
|
|
7
US BioEnergy Corporation
Consolidated Statements of Cash Flows
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
17,406
|
|
|
$
|
20,432
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
23,271
|
|
|
|
6,487
|
|
|
Amortization
|
|
|
1,189
|
|
|
|
1,031
|
|
|
Minority interest in net loss of subsidiary
|
|
|
(79
|
)
|
|
|
(391
|
)
|
|
Distributions received from unconsolidated subsidiary
|
|
|
1,347
|
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
2,939
|
|
|
|
399
|
|
|
Deferred income taxes
|
|
|
11,514
|
|
|
|
9,905
|
|
|
Change in derivative financial instruments
|
|
|
19,650
|
|
|
|
(6,785
|
)
|
|
Equity in net income of unconsolidated subsidiary
|
|
|
(2,827
|
)
|
|
|
(456
|
)
|
|
Other, net
|
|
|
666
|
|
|
|
—
|
|
|
Gain on sale of 50% interest in Provista
|
|
|
—
|
|
|
|
(1,764
|
)
|
|
Loss on impairment of assets
|
|
|
2,471
|
|
|
|
—
|
|
|
Other changes in operating assets and liabilities, exclusive of acquisitions and dispositions
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(11,487
|
)
|
|
|
(34,191
|
)
|
|
Inventories
|
|
|
(11,948
|
)
|
|
|
(28,884
|
)
|
|
Accounts payable
|
|
|
(18,025
|
)
|
|
|
13,762
|
|
|
Accrued expenses and other current liabilities
|
|
|
16,012
|
|
|
|
3,012
|
|
|
Other, net
|
|
|
(23,024
|
)
|
|
|
619
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
29,075
|
|
|
|
(16,824
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(369,806
|
)
|
|
|
(206,010
|
)
|
|
Acquisition of development stage companies, net of cash received
|
|
|
(15,633
|
)
|
|
|
(21,481
|
)
|
|
Proceeds from disposition of subsidiaries
|
|
|
4,826
|
|
|
|
2,400
|
|
|
Deposits
|
|
|
4,307
|
|
|
|
(4,307
|
)
|
|
Other, net
|
|
|
107
|
|
|
|
(830
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(376,199
|
)
|
|
|
(230,228
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt
|
|
|
299,617
|
|
|
|
119,242
|
|
|
Payments on long-term debt
|
|
|
(51,429
|
)
|
|
|
(1,645
|
)
|
|
Net change in notes payable
|
|
|
(1,815
|
)
|
|
|
13,951
|
|
|
(Decrease) increase in checks written on controlled disbursement account
|
|
|
(13,270
|
)
|
|
|
6,787
|
|
|
Debt issuance costs paid
|
|
|
(1,717
|
)
|
|
|
(977
|
)
|
|
Proceeds from the issuance of common stock
|
|
|
71
|
|
|
|
255,499
|
|
|
Deferred offering costs paid
|
|
|
—
|
|
|
|
(16,156
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
231,457
|
|
|
|
376,701
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(115,667
|
)
|
|
|
129,649
|
|
|
Cash and Cash Equivalents
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
170,099
|
|
|
|
40,450
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
54,432
|
|
|
$
|
170,099
|
|
|
|
|
|
|
|
|
|
|
|
8
US BioEnergy Corporation
EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
Twelve months ended
Dec. 31, 2007
|
|
Three months ended
Dec. 31, 2007
|
|
|
Net Income
|
|
$
|
17,406
|
|
$
|
(7,199
|
)
|
|
|
|
|
|
Interest Expense
|
|
|
8,609
|
|
|
371
|
|
|
Income Taxes
|
|
|
11,706
|
|
|
(2,411
|
)
|
|
Depreciation
|
|
|
23,271
|
|
|
6,395
|
|
|
Amortization
|
|
|
376
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
$
|
61,368
|
|
$
|
(2,844
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contact:
|
|
|
|
|
|
|
|
|
|
Investor Contact:
|
|
Media Contacts:
|
|
|
|
Investor Relations
|
|
JD Bergquist
|
|
James McCusker
|
|
|
|
|
|
US BioEnergy Corporation
|
|
US BioEnergy Corporation
|
|
Integrated Corporate Relations
|
|
651-554-5491
|
|
651-554-5490
|
|
203-682-8200
|
|
|
|
|
|
investor@usbioenergy.net
|
|
media@usbioenergy.net
|
|
jmccusker@icrinc.com
|
###
9
US Bioenergy Corp (MM) (NASDAQ:USBE)
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