UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

(Mark One)

 

☑ 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

For the quarterly period ended September 30, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ___________
Commission file number: 0-52577

For the transition period from

Commission file number: 0-52577

ff20200331_10qimg001.jpg

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware  

 

20-3340900

(State or Other Jurisdiction of 

 

(IRS Employer Identification No.)

Incorporation or Organization) 

 

 

8235ForsythBlvd.,Suite400, St Louis, Missouri  63105
(Address of Principal Executive Offices)(Zip Code)
(314) 854-8352
(Registrant’s Telephone Number, Including Area Code)

8235ForsythBlvd.,Suite400

St. Louis, Missouri 63105

(AddressSecurities registered pursuant to Section 12(b) of Principal Executive Offices)the Act:

 

(314) 854-8352

(Registrant’s Telephone Number, Including Area Code)

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 (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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Large accelerated filer   ☐  

 

Accelerated filer 

√ 

 

Non-accelerated filer     ☐  

 

Smaller reporting company

 

 

(do not check if a smaller reporting company) 

 

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. ☐

 

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’sissuer’s classes of common stock, as of November 9, 2017: 43,741,670 

May 10, 2024: 43,763,243 

 


 

 

PART I FINANCIAL INFORMATION

   

Item 1. Financial Statements.

The following sets forth our unaudited consolidated balance sheet as of September 30, 2017, our audited consolidated balance sheet as of December 31, 2016, our unaudited consolidated statements of operations and comprehensive income for the three-month and nine-month periods ended September 30, 2017 and September 30, 2016, and our unaudited consolidated statements of cash flows for the nine-month periods ended September 30, 2017 and 2016.

 

FutureFuel Corp.

Consolidated Balance Sheets

AsofSeptember 30, 2017andDecember 31, 2016

(Dollars in thousands)

  

(Unaudited)

     
  

September 30, 2017

  

December 31, 2016

 

Assets

        

Cash and cash equivalents

 $113,245  $199,272 

Accounts receivable, inclusive of the blenders' tax credit of $0 and $5,495 and net of allowances for bad debt of $0 and $0, at September 30, 2017 and December 31, 2016, respectively

  21,278   24,359 

Accounts receivable �� related parties

  1,566   385 

Inventory

  43,523   52,093 

Income tax receivable

  14,962   20,508 

Prepaid expenses

  542   1,694 

Prepaid expenses – related parties

  16   12 

Marketable securities

  123,588   106,146 

Deferred financing costs

  144   144 

Other current assets

  1,467   669 

Total current assets

  320,331   405,282 

Property, plant and equipment, net

  111,777   118,152 

Intangible assets

  1,408   1,408 

Deferred financing costs

  216   325 

Other assets

  3,839   3,876 

Total noncurrent assets

  117,240   123,761 

Total Assets

 $437,571  $529,043 

Liabilities and Stockholders’ Equity

        

Accounts payable

 $24,224  $22,799 

Accounts payable – related parties

  4,034   1,254 

Deferred revenue – short-term

  6,100   5,530 

Contingent liability – short-term

  1,151   1,151 

Dividends payable

  2,625   110,688 

Accrued expenses and other current liabilities

  4,072   2,485 

Accrued expenses and other current liabilities – related parties

  -   142 

Total current liabilities

  42,206   144,049 

Deferred revenue – long-term

  13,002   16,792 

Other noncurrent liabilities

  3,396   3,325 

Noncurrent deferred income tax liability

  33,252   32,064 

Total noncurrent liabilities

  49,650   52,181 

Total liabilities

  91,856   196,230 

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, 43,741,670 and 43,749,970, issued and outstanding as of September 30, 2017 and December 31, 2016, respectively

  4   4 

Accumulated other comprehensive income

  8,152   3,540 

Additional paid in capital

  281,813   281,087 

Retained earnings

  55,746   48,182 

Total stockholders’ equity

  345,715   332,813 

Total Liabilities and Stockholders’ Equity

 $437,571  $529,043 

 

  (Unaudited)     
  

March 31, 2024

  

December 31, 2023

 

Assets

        

Cash and cash equivalents

 $201,122  $219,444 

Accounts receivable, inclusive of the blenders’ tax credit of $8,294 and $11,381, and net of allowances for expected credit losses of $41 and $55, respectively

  24,359   28,406 

Accounts receivable – related parties

  8   1 

Inventory

  56,097   32,978 

Income tax receivable

  1,935   1,940 

Prepaid expenses

  3,197   4,346 

Prepaid expenses – related parties

  12   12 

Other current assets

  2,570   3,419 

Total current assets

  289,300   290,546 

Property, plant and equipment, net

  72,572   72,711 

Other assets

  3,513   3,824 

Total noncurrent assets

  76,085   76,535 

Total Assets

 $365,385  $367,081 

Liabilities and Stockholders’ Equity

        

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

 $16,628  $22,178 

Accounts payable – related parties

  42   42 

Deferred revenue – current

  3,458   3,863 

Dividends payable

  117,285   10,503 

Accrued expenses and other current liabilities

  7,112   4,758 

Total current liabilities

  144,525   41,344 

Deferred revenue – non-current

  12,114   12,570 

Noncurrent deferred income taxes

  626   - 

Other noncurrent liabilities

  3,296   3,287 

Total noncurrent liabilities

  16,036   15,857 

Total liabilities

  160,561   57,201 

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 shares issued and outstanding as of March 31, 2024 and December 31, 2023

  4   4 

Additional paid in capital

  204,820   282,489 

Retained earnings

  -   27,387 

Total stockholders’ equity

  204,824   309,880 

Total Liabilities and Stockholders’ Equity

 $365,385  $367,081 

 

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

 

1



 

 

 

FutureFuel Corp.

Consolidated Statements of Operations and Comprehensive Income

FortheThreeMonths and Nine Months EndedSeptember 30, 2017 and 2016

(Dollars in thousands, except per share amounts)

(Unaudited)

 

  

Three months ended

September 30,

  

Nine months ended

September 30,

 
  

2017

  

2016

  

2017

  

2016

 

Revenue

 $77,106  $66,893  $198,726  $175,939 

Revenues – related parties

  500   2,413   1,039   7,881 

Cost of goods sold

  61,088   54,170   165,469   144,446 

Cost of goods sold – related parties

  9,880   3,384   17,995   6,819 

Distribution

  1,072   1,306   2,730   2,871 

Distribution – related parties

  40   127   117   340 

Gross profit

  5,526   10,319   13,454   29,344 

Selling, general, and administrative expenses

                

Compensation expense

  876   1,228   3,170   3,671 

Other expense

  477   505   1,562   1,668 

Related party expense

  38   57   138   146 

Research and development expenses

  935   688   2,535   2,113 
   2,326   2,478   7,405   7,598 

Income from operations

  3,200   7,841   6,049   21,746 

Interest and dividend income

  1,965   1,637   5,679   4,446 

Interest expense

  (43)  (45)  (129)  (130)

Gain/(loss) on marketable securities

  26   (322)  (543)  (727)

Other expense

  (84)  (111)  (117)  (331)
   1,864   1,159   4,890   3,258 

Income before income taxes

  5,064   9,000   10,939   25,004 

Provision/(benefit) for income taxes

  1,730   (3,868)  3,375   (12,657)

Net income

 $3,334  $12,868  $7,564  $37,661 
                ��

Earnings per common share

                

Basic

 $0.08  $0.29  $0.17  $0.86 

Diluted

 $0.08  $0.29  $0.17  $0.86 

Weighted average shares outstanding

                

Basic

  43,705,234   43,570,734   43,662,672   43,524,729 

Diluted

  43,714,753   43,572,997   43,671,420   43,529,423 
                 

Comprehensive Income

                

Net income

 $3,334  $12,868  $7,564  $37,661 

Other comprehensive income from unrealized net gain on available-for-sale securities

  1,006   1,714   7,102   3,741 

Income tax effect

  (353)  (832)  (2,490)  (1,542)

Total unrealized gain, net of tax

  653   882   4,612   2,199 

Comprehensive income

 $3,987  $13,750  $12,176  $39,860 

  

Three Months Ended March 31,

 
  

2024

  

2023

 

Revenue

 $58,281  $74,161 

Revenue – related parties

  -   20 

Cost of goods sold

  52,704   51,936 

Cost of goods sold – related parties

  15   10 

Distribution

  497   558 

Distribution – related parties

  58   54 

Gross profit

  5,007   21,623 

Selling, general, and administrative expenses

        

Compensation expense

  987   1,138 

Other expense

  763   1,009 

Related party expense

  153   153 

Research and development expenses

  906   1,072 

Total operating expenses

  2,809   3,372 

Income from operations

  2,198   18,251 

Interest and dividend income

  2,800   2,336 

Interest expense

  (35)  (33)

Gain on marketable securities

  -   533 

Other (expense) income

  (1)  1 

Other income (expense), net

  2,764   2,837 

Income before taxes

  4,962   21,088 

Income tax provision

  632   7 

Net income

 $4,330  $21,081 
         

Earnings per common share

        

Basic

 $0.10  $0.48 

Diluted

 $0.10  $0.48 

Weighted average shares outstanding

        

Basic

  43,763,243   43,763,243 

Diluted

  43,763,243   43,766,536 
         

Comprehensive income

        

Net income

 $4,330  $21,081 

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

  -   22 

Income tax effect

  -   (5)

Total other comprehensive income, net of tax

  -   17 

Comprehensive income

 $4,330  $21,098 

 

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

 

2



 

FutureFuelCorp.

ConsolidatedStatementsof Stockholders’ Equity

(Dollarsinthousands)

(Unaudited)

  

For the Three Months Ended March 31, 2024

 
          

Accumulated

             
          

Other

  

Additional

      

Total

 
  

Common Stock

  

Comprehensive

  

paid-in

  

Retained

  

Stockholders’

 
  

Shares

  

Amount

  

Income (Loss)

  

Capital

  

Earnings

  

Equity

 

Balance - December 31, 2023

  43,763,243  $4  $-  $282,489  $27,387  $309,880 

Cash dividends declared, $2.50 per common share

  -   -   -   (77,691)  (31,717)  (109,408)

Stock based compensation

  -   -   -   22   -   22 

Net income

  -   -   -   -   4,330   4,330 

Balance - March 31, 2024

  43,763,243  $4  $-  $204,820  $-  $204,824 

 

 

FutureFuelCorp.

ConsolidatedStatementsofCashFlows

Forthe Nine MonthsEndedSeptember 30, 2017 and 2016

(Dollarsinthousands)

(Unaudited)

  

Nine months ended September 30,

 
  

2017

  

2016

 

Cash flows provided by operating activities

        

Net income

 $7,564  $37,661 

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

        

Depreciation

  8,735   7,960 

Amortization of deferred financing costs

  109   108 

Benefit for deferred income taxes

  (1,303)  (9,243)

Change in fair value of derivative instruments

  (60)  6,686 

Other than temporary impairment of marketable securities

  177   2,184 

Impairment of fixed assets

  28   178 

Gain/(loss) on the sale of investments

  366   (1,457)

Stock based compensation

  878   1,431 

Losses on disposals of fixed assets

  145   147 

Noncash interest expense

  20   20 

Changes in operating assets and liabilities:

        

Accounts receivable

  3,081   16,333 

Accounts receivable – related parties

  (1,181)  (21)

Inventory

  8,570   17,009 

Income tax receivable

  5,546   (1,185)

Prepaid expenses

  1,152   1,104 

Prepaid expenses – related parties

  (4)  35 

Accrued interest on marketable securities

  22   (84)

Other assets

  37   (413)

Accounts payable

  1,425   (9,853)

Accounts payable – related parties

  2,780   219 

Accrued expenses and other current liabilities

  1,587   3,565 

Accrued expenses and other current liabilities – related parties

  (142)  - 

Deferred revenue

  (3,220)  2,735 

Other noncurrent liabilities

  128   1,760 

Net cash provided by operating activities

  36,440   76,879 

Cash flows from investing activities

        

Collateralization of derivative instruments

  (760)  (4,009)

Purchase of marketable securities

  (25,795)  (54,096)

Proceeds from the sale of marketable securities

  14,913   20,768 

Proceeds from the sale of fixed assets

  4   - 

Capital expenditures

  (2,614)  (3,107)

Net cash used in investing activities

  (14,252)  (40,444)

Cash flows from financing activities

        

Minimum tax withholding on stock options exercised and awards vested

  (121)  (59)

Excess tax benefits associated with stock options and awards

  (31)  (183)

Payment of dividends

  (108,063)  (7,869)

Net cash used in financing activities

  (108,215)  (8,111)

Net change in cash and cash equivalents

  (86,027)  28,324 

Cash and cash equivalents at beginning of period

  199,272   154,049 

Cash and cash equivalents at end of period

 $113,245  $182,373 
         

Cash paid for interest

 $-  $2 

Cash paid for income taxes

 $55  $986 

  

For the Three Months Ended March 31, 2023

 
          

Accumulated

             
          

Other

  

Additional

      

Total

 
  

Common Stock

  

Comprehensive

  

paid-in

  

Retained

  

Stockholders’

 
  

Shares

  

Amount

  

(Loss) Income

  

Capital

  

Earnings

  

Equity

 

Balance - December 31, 2022

  43,763,243  $4  $(1) $282,489  $508  $283,000 

Other comprehensive income

  -   -   17   -   -   17 

Net income

  -   -   -   -   21,081   21,081 

Balance - March 31, 2023

  43,763,243  $4  $16  $282,489  $21,589  $304,098 

 

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

 

3


FutureFuelCorp.

ConsolidatedStatementsofCashFlows

(Dollarsinthousands)

(Unaudited) 

  

Three Months Ended March 31,

 
  

2024

  

2023

 

Cash flows from operating activities

        

Net income

 $4,330  $21,081 

Adjustments to reconcile net income to net cash used in operating activities:

        

Depreciation

  2,615   2,551 

Amortization of deferred financing costs

  26   24 

Provision (benefit) for deferred income taxes

  626   (5)

Change in fair value of equity securities

  -   (533)

Change in fair value of derivative instruments

  2,274   (4,902)

Stock based compensation

  22   - 

Noncash interest expense

  9   8 

Changes in operating assets and liabilities:

        

Accounts receivable

  4,047   277 

Accounts receivable – related parties

  (7)  - 

Inventory

  (23,119)  (42,473)

Income tax receivable

  5   23 

Prepaid expenses

  1,149   525 

Other assets

  72   (5,165)

Accounts payable

  (5,753)  413 

Accounts payable – related parties

  -   25 

Accrued expenses and other current liabilities

  2,354   (270)

Accrued expenses and other current liabilities – related parties

  -   (1)

Deferred revenue

  (861)  (1,274)

Other noncurrent liabilities

  -   (114)

Net cash used in operating activities

  (12,211)  (29,810)

Cash flows from investing activities

        

Collateralization of derivative instruments

  (1,212)  4,327 

Capital expenditures

  (2,273)  (2,459)

Net cash (used in) provided by investing activities

  (3,485)  1,868 

Cash flows from financing activities

        

Payment of dividends

  (2,626)  (2,626)

Deferred financing costs

  -   (14)

Net cash used in financing activities

  (2,626)  (2,640)

Net change in cash and cash equivalents

  (18,322)  (30,582)

Cash and cash equivalents at beginning of period

  219,444   175,640 

Cash and cash equivalents at end of period

 $201,122  $145,058 
         

Cash dividends declared in the current period, not paid

 $109,408  $7,877 

Noncash investing and financing activities:

        

Noncash capital expenditures

 $536  $258 

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

4

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share and per gallon amounts)

(Unaudited)

 

1)

NATURE OF OPERATIONS AND BASIS OF PRESENTATIONSIGNIFICANT ACCOUNTING POLICIES

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 portfolio 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 Chemical 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 unaudited consolidated financial statements have been prepared by FutureFuel Corp. (“FutureFuel” or “the Company”) in accordance and consistent with the accounting policies stated in FutureFuel’s 2016the Company's 2023 Annual Report on Form 10-K, inclusive of the audited consolidated financial statements and should be read in conjunction with the 2016 auditedthese consolidated financial statements of FutureFuel.statements.

 

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-Q10-Q adopted by the Securities and Exchange Commission (“SEC”). Accordingly, the unaudited consolidated 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 direct and indirect 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.

 

Recently Adopted Accounting Standards

No new accounting standards have been adopted recently.

Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update (ASU) No.2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which aims to address requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. The amendments in this ASU address the investor requests for more transparency of income tax information and apply to all entities that are subject to income taxes. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted.  This ASU should be applied on a prospective basis, although retrospective application is permitted. Management is currently evaluating the impact of the changes required by the new standard on the Company's financial statements and related disclosures.

In November 2023, the FASB issued ASU No.2023-07, Segment Reporting (Topic 280):  Improvements to Reportable Segment Disclosures, which aims to improve disclosures about a public entity’s reportable segments.  This update addresses requests from investors for more detailed information about a reportable segment’s expenses in order to improve understanding of a public entity’s business activities, overall performance, and potential future cash flows.  The amendments in this ASU require public business entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and are included within each reported measure of segment profit or loss. This update does not change how an entity identifies or aggregates its reportable segments or how it applies the quantitative thresholds to determine them. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years starting after December 15, 2024. This ASU must be applied retrospectively to all prior periods presented. Management is currently evaluating the impact of the changes required by this new standard on the Company's financial statements and related disclosures for the year ending December 31, 2024.

5

2)

GOVERNMENT TAX CREDITS

BIODIESEL BLENDERS TAX CREDIT AND SMALL AGRI-BIODIESEL PRODUCER TAX CREDIT

The biodiesel Blenders’ Tax Credit (“BTC”) provides a one dollar per gallon tax credit to the blender of biomass-based diesel with at least 0.1% petroleum-based diesel fuel.  The BTC will expire December 31, 2024 based on current law.  The Company records this credit as a reduction to cost of goods sold.

Additionally, small agri-biodiesel producers with production capacity not in excess of 60 million gallons are eligible for an additional tax credit of $0.10 per gallon on the first15 million gallons of agri-biodiesel sold (the “Small Agri-biodiesel Producer Tax Credit”). The Company is eligible for this credit as part of the tax provision.

CARES ACT EMPLOYEE RETENTION TAX CREDIT

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), was enacted on March 27, 2020, to encourage eligible employers to retain employees on their payroll through, among other things, an available employee retention tax credit.  The Consolidated Appropriations Act, effective January 1, 2021 broadened the eligibility of the credit.  FutureFuel has applied for this credit and will recognize the benefit of the credit once reasonable assurance can be made as to the retention of the credit. 

6

3)

REVENUE RECOGNITION

The majority of revenue is from short term contracts with revenue recognized when a single performance obligation to transfer product under the terms of a contract with a customer are satisfied.

Certain of the Company's custom chemical contracts within the chemical segment contain a material right as defined by ASC Topic 606, from the provision of a customer option to purchase future goods or services at a discounted price as a result of upfront payments provided by customers. Each contract also has a performance obligation to transfer products with 30-day payment terms. The Company recognizes revenue when the customer takes control of the inventory, either upon shipment or when the material is made available for pick up. If the customer is deemed to take control of the inventory prior to pick up, the Company recognizes the revenue as a bill-and-hold transaction in accordance with ASC Topic 606. The Company applies the renewal option approach in allocating the transaction price to these material rights and transfer of product. As a basis for allocating the transaction price to the material right and transfer of product, the Company estimates the expected life of the contract, the expected contractual volumes to be sold over that life, and the most likely expected sales price. Each estimate is updated quarterly on a prospective basis.

Contract Assets and Liabilities:

Contract assets consist of unbilled amounts typically resulting from revenue recognized through bill-and-hold arrangements. The contract assets at March 31, 2024 and December 31, 2023 consist of unbilled revenue from one customer and cash due from another customer and are recorded as accounts receivable in the consolidated balance sheets. Contract liabilities consist of advance payment arrangements related to material rights recorded as deferred revenue in the consolidated balance sheets. Increases to contract liabilities from cash received or due for a performance obligation of chemical segment plant expansions were $0 for the three months ended March 31, 2024 and 2023. Contract liabilities are reduced as the Company transfers product to the customer under the renewal option approach. Revenue recognized in the chemical segment from the contract liability reductions was $806 and $1,219 for the three months ended March 31, 2024 and 2023, respectively. These contract asset and liability balances are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period.

The following table provides the balances of receivables, contract assets, and contract liabilities from contracts with customers.

Contract Assets and Liability Balances

 

March 31, 2024

  

December 31, 2023

 

Trade receivables, included in accounts receivable*

 $14,521  $15,897 

Contract assets, included in accounts receivable

  1,544   1,128 

Contract liabilities, included in deferred revenue - short-term

  3,251   3,656 

Contract liabilities, included in deferred revenue - long-term

  8,917   9,318 

*Exclusive of the BTC of $8,294 and $11,381, respectively, and net of allowances for expected credit losses of $41 and $55, respectively, as of the dates noted.

Transaction price allocated to the remaining performance obligations:

At March 31, 2024, approximately $12,168 of revenue is expected to be recognized from remaining performance obligations. FutureFuel expects to recognize this revenue ratably over expected sales over the expected term of its long-term contracts ranging from two to four years. Approximately 27% of this revenue is expected to be recognized over the next 12 months, and 73% is expected to be recognized over the subsequent 33 months. These amounts are subject to change based upon changes in the estimated contract life and estimated quantities to be sold over the contract life.

The Company applies the practical expedient in ASC 606-10-50-14 and excludes the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less; and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

7

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

The following tables provide revenue from customers disaggregated by the type of arrangement and by the timing of the recognized revenue.

Disaggregation of revenue - contractual and non-contractual:

  

Three Months Ended March 31,

 
  

2024

  

2023

 

Contract revenue from customers with > one-year arrangements

 $9,240  $10,465 

Contract revenue from customers with < one-year arrangements

  48,986   63,661 

Revenue from non-contractual arrangements

  55   55 

Total revenue

 $58,281  $74,181 

Timing of revenue:

  

Three Months Ended March 31,

 
  

2024

  

2023

 

Bill-and-hold revenue

 $11,644  $10,590 

Non-bill-and-hold revenue

  46,637   63,591 

Total revenue

 $58,281  $74,181 

As of March 31, 2024 and December 31, 2023, $3,291 and $4,317 of bill-and-hold revenue had not shipped, respectively. 

4)

INVENTORY

 

The carrying values of inventory were as follows as of:

 

 

September 30, 2017

  

December 31, 2016

  

March 31, 2024

  

December 31, 2023

 

At average cost (approximates current cost)

             

Finished goods

 $18,926  $27,971  $18,057  $16,235 

Work in process

  2,046   1,913  733  611 

Raw materials and supplies

  30,797   25,127   43,680   25,532 
  51,769   55,011  62,470  42,378 

LIFO reserve

  (8,246)  (2,918)  (6,373)  (9,400)

Total inventory

 $43,523  $52,093  $56,097  $32,978 

 

No liquidation occurred in the three months ended March 31, 2024 and 2023.

 

4

8

 

NotestoConsolidatedFinancialStatementsofFutureFuelCorp.

(Dollarsinthousands,exceptpershareamounts)

(Unaudited)

Lower of Cost or Market ("LCM") adjustments are recorded as a decrease in inventory values and an increase in cost of goods sold.  The inventory is relieved at the LCM adjusted cost basis when sold.  There was no LCM adjustment in the three months ended September 30, 2017.  In the nine months ended September 30, 2017, there were LCM adjustments of $1,912 of which all impacted inventory was sold prior to September 30, 2017. For the  three and nine months ended September 30, 2016, the LCM adjustment was $1,877.

35)

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 recognizesThe Company records all derivative instruments as either assets or liabilities at fair value. Fair value in its consolidated balance sheets. FutureFuel’s derivative instruments do not qualify for hedge accounting under the specific guidelines of ASC 815-20-25, DerivativesandHedging. 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 onby using the closing prices of the derivative instruments on relevant commodity exchangesthe New York Mercantile Exchange at the end of an accounting period. Realized gains and losses on derivative instruments and changesChanges in the fair value of the derivative instruments are recognized at the end of each accounting period and recorded in the statements of operations and comprehensive income as a component of cost of goods sold, and amounted to a loss of $3,314 and a gain of $803 for the three months ended September 30, 2017 and 2016, respectively, and losses of $1,511 and $5,375 for the nine months ended September 30, 2017 and 2016, respectively.

The volumes and carrying values of FutureFuel’s derivativesold. These instruments were as follows at:

  

September 30, 2017

  

December 31, 2016

 
  

Number of

Contracts

Short

  

Fair Value

  

Number of

Contracts

Short

  

Fair Value

 

Regulated options, included in other current assets

 200  $(162) -  $- 

Regulated fixed price future commitments, included in other current assets

 182  $(36) 135  $(258)

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $1,518 and $758 at September 30, 2017 and December 31, 2016, respectively, and is classified as other current assets in the consolidated balance sheets. The carrying values of the margin account and of the derivative instruments are included net, in other current assets.

5


NotestoConsolidatedFinancialStatementsofFutureFuelCorp.

(Dollarsinthousands,exceptpershareamounts)

(Unaudited)

4)

MARKETABLE SECURITIES

At September 30, 2017 and December 31, 2016, 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 sheets. 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 September 30, 2017 and December 31, 2016:

  

September 30, 2017

 
  

Adjusted

Cost

  

Unrealized

Gains

  

Unrealized

Losses

  

Fair

Value

 

Equity instruments

 $49,815  $9,206  $(916) $58,105 

Preferred stock

  53,562   4,263   (5)  57,820 

Trust preferred securities

  3,147   114   -   3,261 

Exchange traded debt instruments

  4,154   248   -   4,402 

Total

 $110,678  $13,831  $(921) $123,588 
                 
  

December 31, 2016

 
  

Adjusted

Cost

  

Unrealized

Gains

  

Unrealized

Losses

  

Fair

Value

 

Equity instruments

 $32,667  $5,549  $(304) $37,912 

Preferred stock

  57,105   1,196   (698)  57,603 

Trust preferred securities

  3,147   -   (9)  3,138 

Exchange traded debt instruments

  7,420   99   (26)  7,493 

Total

 $100,339  $6,844  $(1,037) $106,146 

The aggregate fair value of instruments with unrealized losses totaled $16,854 and $31,126 at September 30, 2017 and December 31, 2016, respectively. As of September 30, 2017 and December 31, 2016, 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:  

  

September 30, 2017

  

December 31, 2016

 

Accrued employee liabilities

 $2,615  $864 

Accrued property, franchise, motor fuel and other taxes

  1,078   1,428 

Other

  379   335 

Total

 $4,072  $2,627 

6


NotestoConsolidatedFinancialStatementsofFutureFuelCorp.

(Dollarsinthousands,exceptpershareamounts)

(Unaudited)

6)

BORROWINGS

On April 16, 2015, FutureFuel, with FutureFuel Chemical as the borrower, 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 September 30, 2017.

There were no borrowings under this credit agreement at September 30, 2017 or December 31, 2016.

7)

PROVISION/(BENEFIT) FOR INCOME TAXES

The following table summarizes the provision/(benefit) for income taxes.

  

Three months ended September 30,

  

Nine months ended September 30,

 
  

2017

  

2016

  

2017

  

2016

 

Provision/(benefit) for income taxes

 $1,730  $(3,868) $3,375  $(12,657)

Effective tax rate

  34.2%  (43.0%)  30.9%  (50.6%)

The effective tax rate for the three months and nine months ended September 30, 2017, reflects our expected tax rate on reported operating income before income tax. Our effective tax rate in the three and nine months ended September 30, 2017, reflects the elimination of certain tax credits and incentives which expired December 31, 2016 and were not in effect for 2017. 

7


NotestoConsolidatedFinancialStatementsofFutureFuelCorp.

(Dollarsinthousands,exceptpershareamounts)

(Unaudited)

The effective tax rate for the three and nine months ended September 30, 2016, reflects our expected tax rate on reported operating earnings before income tax. Our effective tax rate in the three and nine months ended September 30, 2016, reflects the positive effect of the reinstatement of certain tax credits and incentives for 2016.  In 2016, these tax credits and incentives formed a large proportion of FutureFuel’s net income. This increase in proportion combined with the income tax treatment of the credits and incentives reduced FutureFuel’s effective income tax rate in 2016. 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.

Unrecognized tax benefits totaled $2,052 and $2,056 at September 30, 2017 and December 31, 2016, respectively.

FutureFuel records interest and penalties, net, as a component of income tax expense. At September 30, 2017 and December 31, 2016, FutureFuel recorded $248 and $193, 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, areuse inputs considered participating securities for purposes of computing earnings per share pursuant to the two-class method. We had no other participating securities at September 30, 2017 or 2016.Level 1 holdings.

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 nine-month periods ended September 30, 2017 or 2016 as the vesting conditions had not been satisfied.

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

  

For the three months ended

September 30,

  

For the Nine months ended

September 30,

 
  

2017

  

2016

  

2017

  

2016

 

Numerator:

                

Net income

 $3,334  $12,868  $7,564  $37,661 

Less: distributed earnings allocated to non-vested stock

  -   (8)  -   (32)

Less: undistributed earnings allocated to non-vested restricted stock

  (3)  (35)  (15)  (131)

Numerator for basic earnings per share

 $3,331  $12,825  $7,549  $37,498 

Effect of dilutive securities:

                

Add: undistributed earnings allocated to non-vested restricted stock

  3   35   15   131 

Less: undistributed earnings reallocated to non-vested restricted stock

  (3)  (35)  (15)  (131)

Numerator for diluted earnings per share

 $3,331  $12,825  $7,549  $37,498 

Denominator:

                

Weighted average shares outstanding – basic

  43,705,234   43,570,734   43,662,672   43,524,729 

Effect of dilutive securities:

                

Stock options and other awards

  9,519   2,263   8,748   4,694 

Weighted average shares outstanding – diluted

  43,714,753��  43,572,997   43,671,420   43,529,423 
                 

Basic earnings per share

 $0.08  $0.29  $0.17  $0.86 

Diluted earnings per share

 $0.08  $0.29  $0.17  $0.86 

8


NotestoConsolidatedFinancialStatementsofFutureFuelCorp.

(Dollarsinthousands,exceptpershareamounts)

(Unaudited)

Certain options to purchase FutureFuel’s common stock were not included in the computation of diluted earnings per share for the three and nine months ended September 30, 2017 and 2016 because they were anti-dilutive in the periods. The weighted average number of options excluded on this basis was 0 and 10,000 for the three and nine-months ended September 30, 2017, respectively.  The weighted average number of options excluded on this basis was 30,000 and 76,667 for the three-months and nine-months ended September 30, 2016, respectively.

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, internally generated, separated RINs, biodiesel production byproducts, and the purchase and sale of other petroleum products on common carrier pipelines.  Biodiesel selling prices and profitability can at times fluctuate based on the timing of unsold, internally generated RINs. FutureFuel does not allocate production costs to internally generated RINs, and, from time to time, can enter into sales of biodiesel on a “RINs-free” basis. Such method of selling results in FutureFuel maintaining possession of the applicable RINs from the sale. The benefit derived from the eventual sale of the RINs is not reflected in results of operations until such time as the RIN sale has been completed, which may lead to variability in reported operating results.

Summaryof long-livedassetsandrevenuesbygeographic area

All of FutureFuel’s long-lived assets are located in the United States.

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 September 30,

  

Nine months ended September 30,

 
  

2017

  

2016

  

2017

  

2016

 

United States

 $76,711  $68,462  $197,044  $181,677 

All Foreign Countries

  895   844   2,721   2,143 

Total

 $77,606  $69,306  $199,765  $183,820 

Revenues from a single foreign country during the three and nine-months ended September 30, 2017 and 2016 did not exceed 1% of total revenues.  

9


NotestoConsolidatedFinancialStatementsofFutureFuelCorp.

(Dollarsinthousands,exceptpershareamounts)

(Unaudited)

Summary ofbusinessbysegment

  

Three months ended September 30,

  

Nine months ended September 30,

 
  

2017

  

2016

  

2017

  

2016

 

Revenue

                

Custom chemicals

 $23,593  $20,455  $65,189  $60,148 

Performance chemicals

  4,574   3,844   12,686   13,782 

Chemicals revenue

  28,167   24,299   77,875   73,930 

Biofuels revenue

  49,439   45,007   121,890   109,890 

Total Revenue

 $77,606  $69,306  $199,765  $183,820 
                 

Segment gross profit

                

Chemicals

 $8,060  $7,853  $20,401  $22,722 

Biofuels

  (2,534)  2,466   (6,947)  6,622 

Total gross profit

  5,526   10,319   13,454   29,344 

Corporate expenses

  (2,326)  (2,478)  (7,405)  (7,598)

Income/(loss) before interest and taxes

  3,200   7,841   6,049   21,746 

Interest and other income

  1,965   1,637   5,679   4,446 

Interest and other expense

  (101)  (478)  (789)  (1,188)

(Provision)/benefit for income taxes

  (1,730)  3,868   (3,375)  12,657 

Net income

 $3,334  $12,868  $7,564  $37,661 

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’sFutureFuel’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.

In order to manage commodity price risk caused by market fluctuations in biofuel prices, future purchases of feedstock used in biodiesel production, physical feedstock, finished product inventories attributed to the process, and other petroleum products purchased or sold, the Company may enter into exchange-traded commodity futures and options contracts. The Company accounts for these derivative instruments in accordance with ASC 815-20-25, Derivatives and Hedging. 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. The Company had no derivative instruments that qualified under these rules as designated accounting hedges in 2024 or 2023. The Company has elected the normal purchase and normal sales exception for certain feedstock purchase contracts and supply agreements.

Realized gains and losses on derivative instruments and changes in fair value of the derivative instruments are recorded in the consolidated statements of operations as a component of cost of goods sold and amounted to a loss of $3,464 (realized loss of $1,190) for the three months ended March 31, 2024, and a gain of $8,307 (realized gain of $3,405) for the three months ended March 31, 2023.

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

  

(Liability) Asset

 
  

March 31, 2024

  

December 31, 2023

 
  

Contract Quantity

  

Fair Value

  

Contract Quantity

  

Fair Value

 

Regulated fixed price future commitments, included in other current assets (in thousand barrels)

  232  $(538)  354  $1,736 

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $1,957 and $745 at March 31, 2024 and December 31, 2023, respectively, and was classified as other current assets in the consolidated balance sheets. The carrying values of the margin account and of the derivative instruments are included net, in other current assets.

9

6)

MARKETABLE SECURITIES

At March 31, 2024 and December 31, 2023, FutureFuel held no marketable equity and trust preferred (debt) securities. 

The change in the fair value of marketable equity securities (preferred and other equity instruments) for the three months ended March 31,2023 was a gain of $533, in accordance with ASC 321.  There was no change for the three months ended March 31, 2024.

7)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following at:

  

March 31, 2024

  

December 31, 2023

 

Refundable deposit

 $4,000  $- 

Accrued employee liabilities

  1,521   2,179 

Accrued property, franchise, motor fuel and other taxes

  1,027   1,346 

Lease liability, current

  281   389 

Other

  283   844 

Total

 $7,112  $4,758 

10

8)

BORROWINGS

On March 30, 2020, the Company, with FutureFuel Chemical Company as the borrower and certain of the Company’s other subsidiaries as guarantors, amended and restated its credit agreement (the “Credit Agreement”) originally entered into on April 16, 2015 (as amended, the “Prior Credit Agreement”) with the lenders party thereto, Regions Bank as administrative agent and collateral agent, and PNC Bank, N.A., as syndication agent. The Credit Agreement consists of a five-year revolving credit facility in a dollar amount of up to $100,000, which includes a sublimit of $30,000 for letters of credit and $15,000 for swingline loans (collectively, the “Credit Facility”). The Credit Facility expires on March 30, 2025.

On March 1, 2023, the Company entered into a First Amendment to the Credit Agreement (the “First Amendment”). The First Amendment primarily amends the Credit Agreement to transition the Credit Facility from LIBOR to the Secured Overnight Financing Rate (“SOFR”) and other conforming changes, in each case as more specifically set forth in the First Amendment. The First Amendment does not modify the aggregate amount, or expiration date, of the Credit Facility. We do not expect the transition from LIBOR to have a material impact on the Credit Facility. Pursuant to the First Amendment, the interest rate floats at the following margins over SOFR or base rate based upon our leverage ratio.

  

Adjusted SOFR Rate Loans and

         

Consolidated Leverage Ratio

 

Letter of Credit Fee

  

Base Rate Loans

  

Commitment Fee

 

< 1.00:1.0

  1.00%  0.00%  0.15%

≥ 1.00:1.0 And < 1.50:1.0

  1.25%  0.25%  0.15%

≥ 1.50:1.0 And < 2.00:1.0

  1.50%  0.50%  0.20%

≥ 2.00:1.0 And < 2.50:1.0

  1.75%  0.75%  0.20%

≥ 2.50:1.0

  2.00%  1.00%  0.25%

The terms of the Credit Facility contain certain negative covenants and conditions including a maximum consolidated leverage ratio and a consolidated minimum interest coverage ratio.

There were no borrowings under the Credit Agreement at March 31, 2024 or December 31, 2023.

 

 

10

11

 

NotestoConsolidatedFinancialStatementsofFutureFuelCorp.

(Dollarsinthousands,exceptpershareamounts)

(Unaudited)

The following tables provide information by level for assets and liabilities that are measured at fair value, on a recurring basis, at September 30, 2017 and December 31, 2016.

  

Asset (Liability)

 
      

Fair Value Measurements Using

 
  

Fair Value at

  

Inputs Considered as:

 

Description

 

September 30, 2017

  

Level 1

  

Level 2

  

Level 3

 

Derivative instruments

 $(198) $(198) $-  $- 

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

 $123,588  $123,588  $-  $- 
                 
    
  

Asset (Liability)

 
      

Fair Value Measurements Using

 
  

Fair Value at

  

Inputs Considered as:

 

Description

 

December 31, 2016

  

Level 1

  

Level 2

  

Level 3

 

Derivative instruments

 $(258) $(258) $-  $- 

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

 $106,146  $106,146  $-  $- 

119)

RECLASSIFICATIONS FROM ACCUMULATED OTHER COMPREHENSIVE INCOME:INCOME TAX PROVISION

 

The following tables summarize changes in accumulated other comprehensivetable summarizes the income from unrealized gains and losses on available-for-sale securities in the three and nine months ended September 30, 2017 and 2016. tax provision.  

 

Changes in Accumulated Other Comprehensive Income From Unrealized 

Gains and Losses on Available-for-Sale Securities

 

For the three months ended September 30, 2017 and 2016

 

(net of tax)

 
  

2017

  

2016

 

Balance at July 1

 $7,499  $3,372 

Other comprehensive income before reclassifications

  670   672 

Amounts reclassified from accumulated other comprehensive income

  (17)  210 

Net current-period other comprehensive income

  653   882 

Balance at September 30

 $8,152  $4,254 
         
         

Changes in Accumulated Other Comprehensive Income From Unrealized

 

Gains and Losses on Available-for-Sale Securities

 

For the nine months ended September 30, 2017 and 2016

 

(net of tax)

 
  

2017

  

2016

 

Balance at January 1

 $3,540  $2,055 

Other comprehensive income before reclassifications

  4,259   1,727 

Amounts reclassified from accumulated other comprehensive income

  353   472 

Net current-period other comprehensive income

  4,612   2,199 

Balance at September 30

 $8,152  $4,254 

11


NotestoConsolidatedFinancialStatementsofFutureFuelCorp.

(Dollarsinthousands,exceptpershareamounts)

(Unaudited)

  

Three Months Ended March 31,

 
  

2024

  

2023

 

Income tax provision

 $632  $7 

Effective tax rate

  12.7%  0.0%

 

The following tables summarize amounts reclassified from accumulated other comprehensiveCompany’s income tax provision for the three months ended March 31, 2024 comprises primarily an increase in the threevaluation allowance against net deferred assets, plus immaterial state taxes and ninemiscellaneous items.  No deferred tax benefits on ongoing tax losses have been recognized, reflecting management’s determination that none of the net deferred tax assets generated on the Company's 2023 tax losses are more likely than not to be realized.  The three-month period in 2023 similarly reflected immaterial state taxes and miscellaneous items.

10)

EARNINGS PER SHARE

In the three months ended September 30, 2017 March 31, 2024 and 2016:

 

Reclassifications from Accumulated Other

Comprehensive Income for the three and nine months ended

September 30, 2017 and 2016

          
  

Three months ended

September 30,

  
  

2017

  

2016

 

Affected Line Item in Statement of Operations

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

 $26  $(322)

Gain/(loss) on marketable securities

Total before tax

  26   (322) 

Tax (provision)/benefit

  (9)  112  

Total reclassifications

 $17  $(210) 
          
  

Nine months ended

September 30,

  
  

2017

  

2016

 

Affected Line Item in Statement of Operations

Unrealized losses on available-for-sale securities

 $(543) $(727)

Loss on marketable securities

Total before tax

  (543)  (727) 

Tax benefit

  190   255  

Total reclassifications

 $(353) $(472) 

2023, FutureFuel used the treasury method in computing earnings per share.

 

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

 

  

Three Months Ended March 31,

 
  

2024

  

2023

 

Numerator:

        

Net income

 $4,330  $21,081 

Denominator:

        

Weighted average shares outstanding – basic

  43,763,243   43,763,243 

Effect of dilutive securities:

        

Stock options and other awards

  -   3,293 

Weighted average shares outstanding – diluted

  43,763,243   43,766,536 
         

Basic earnings per share

 $0.10  $0.48 

Diluted earnings per share

 $0.10  $0.48 


For the
three months ended March 31, 2024 and 2023, 44,000 and 40,707 options to purchase FutureFuel’s common stock were excluded, respectively, in the computation of diluted earnings per share as all were anti-dilutive.

1211)

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 and purchases of biodiesel, petrodiesel, blends, and other petroleum products towith these related parties along with the associated expense from the purchase of natural gas, storage and terminalling services and income tax and consulting servicesprovided by FutureFuel from these related parties.

 

12

12)

SEGMENT INFORMATION

 

12


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

 

NotestoConsolidatedFinancialStatementsofFutureFuelCorp.

(Dollarsinthousands,exceptpershareamounts)

(Unaudited)Chemicals

 

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

Biofuels

FutureFuel’s biofuel segment primarily manufactures and markets biodiesel. Biodiesel revenues are generated through the sale of biodiesel to customers through FutureFuel’s distribution network at its Batesville Plant, through distribution facilities available at leased oil storage facilities, and through a network of remotely located tanks. Biofuel revenues also include the sale of biodiesel blends with petrodiesel; petrodiesel with no biodiesel added; internally generated, separated Renewable Identification Numbers (“RINs”); and biodiesel production byproducts. Biodiesel selling prices and profitability can at times fluctuate based on the timing of unsold, internally generated RINs. FutureFuel does not allocate production costs to internally generated RINs, and, from time to time, can enter into sales of biodiesel on a “RINs-free” basis, resulting in FutureFuel maintaining possession of the applicable RINs from the sale. The benefit derived from the eventual sale of the RINs is not reflected in results of operations until such time as the RINs sale has been completed, which may lead to variability in reported operating results.

As of March 31, 2024, FutureFuel held 2.0 million of RINs with a fair market value of $1,624 and no cost. Comparatively, at March 31, 2023, FutureFuel held no RINs.  These fair values are considered Level 1 inputs.  

Summary ofbusinessbysegment

  

Three Months Ended March 31,

 
  

2024

  

2023

 

Revenue

        

Custom chemicals

 $15,427  $16,620 

Performance chemicals

  2,632   5,261 

Chemical revenue

  18,059   21,881 

Biofuel revenue

  40,222   52,300 

Total Revenue

 $58,281  $74,181 
         

Segment gross profit

        

Chemical

 $4,021  $8,623 

Biofuel

  986   13,000 

Total gross profit

 $5,007  $21,623 

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.

13

1413)

INTANGIBLE ASSETLEGAL MATTERS

 

In AprilFrom time to time, FutureFuel and its subsidiaries are parties to, or targets of, 2015,lawsuits, claims, investigations, regulatory matters, and proceedings, which are being handled and defended in the ordinary course of business. While FutureFuel acquired additional historical line spaceis 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 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 toits overall financial condition, results of operations, or cash flows. The carrying value of the asset was $1,408 as of September 30, 2017 and December 31, 2016. FutureFuel tests the intangible asset for impairment in accordance with ASC 350-30-35-18 through 35-20.

 

 

15)

RECENTLY ISSUED ACCOUNTING STATEMENTS

The following table provides a brief description of recent Accounting Standard Updates ("ASU") issued by the FASB:

Standard

Description

Effective Date

Effect on the Financial Statements or Other Significant Matters

In February 2016, the FASB issued ASU 2016-02, Leases.

The new guidance supersedes the lease guidance under FASB ASC Topic 840, Leases, resulting in the creation of FASB ASC Topic 842, Leases. The guidance requires a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for both finance and operating leases.

Annual periods beginning after December 15, 2018. Early adoption is permitted.

The Company is currently evaluating its population of leases, and is continuing to assess all potential impacts of the standard, but currently believes the most significant impact relates to its accounting for logistics equipment. The Company anticipates recognition of additional assets and corresponding liabilities related to leases upon adoption. The Company plans to adopt the standard effective January 1, 2019.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. Since that date, the FASB has issued additional ASUs clarifying certain aspects of ASU 2014-09.

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.

Annual periods beginning after December 15, 2017. Earlier adoption was permitted, but not before December 15, 2016.

The Company is in the process of evaluating the impact of this guidance. This new guidance, will likely result in a change in the nature and extent of the related footnote disclosures. The Company plans to adopt the new guidance when effective and presently anticipates adopting on a modified retrospective basis to each prior reporting period presented with the election of applicable practical expedients.

13

14


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.444Operations.

Alldollar amountsexpressedasnumbersinthisMD&Aareinthousands(exceptpershareamounts).

Certaintablesmaynotadddueto rounding.

  

The following Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations of FutureFuel Corp. (“FutureFuel”, “the Company”, “we”, or “our”) 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“Forward-Looking Information” below for additional discussion regarding risks associated with forward-looking statements.


Unless otherwise stated, all dollar amounts are in thousands.
 

Overview

 

Our companyCompany is managed and reported in two reporting segments: chemicals segment and biofuels segment.biofuels. Within the chemicalschemical segment are two product groupings: custom chemicals and performance chemicals. The custom product group is comprisedcomposed of specialty chemicals manufactured for a single customer whereas the performance product group is comprisedcomposed of chemicals manufactured for multiple customers. The biofuelsbiofuel segment is comprisedcomposed 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.

 

Within the United States Environmental Protection Agency (“EPA”) Renewable Fuel Standard (“RFS”), we generate 1.5 Renewable Identification Numbers (“RINs”) for each gallon of biodiesel sold in the United States with a classification of a D4 or D6 RIN. RINs are used to monitor the level of renewable fuel traded in a given year in accordance with RFS 2 within the EPA moderated transaction system.  We do not assign cost of goods sold to the generation of RINs as the physical fuel generates the full cost. As of March 31, 2024, we held 2.0 million D4 and D6 RINs with a fair market value of $1,624. Comparatively, as of March 31, 2023, FutureFuel held no inventory.   

15

Summary of Financial Results

 

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

  

 

Three months ended September 30,

  

Three Months Ended March 31,

 
         

Dollar

  

%

        

Dollar

 

%

 
 

2017

  

2016

  

Change

  

Change

  

2024

  2023*  

Change

  

Change

 

Revenues

 $77,606  $69,306  $8,300   12.0% 

Revenue

 $58,281  $74,181  $(15,900) (21)%

Income from operations

 $3,200  $7,841  $(4,641)  (59.2%) $2,198  $18,251  $(16,053) (88)%

Net income

 $3,334  $12,868  $(9,534)  (74.1%) $4,330  $21,081  $(16,751) (79)%

Earnings per common share:

                 

Basic

 $0.08  $0.29  $(0.21)  (72.4%) $0.10 $0.48 $(0.38) (79)%

Diluted

 $0.08  $0.29  $(0.21)  (72.4%) $0.10 $0.48 $(0.38) (79)%

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

 $856  $853  $3   0.4% 

Adjusted EBITDA

 $9,553  $10,117  $(564)  (5.6%)
                
 

Nine months ended September 30,

 
         

Dollar

  

%

 
 

2017

  

2016

  

Change

  

Change

 

Revenues

 $199,765  $183,820  $15,945   8.7% 

Income from operations

 $6,049  $21,746  $(15,697)  (72.2%)

Net income

 $7,564  $37,661  $(30,097)  (79.9%)

Earnings per common share:

                

Basic

 $0.17  $0.86  $(0.69)  (80.2%)

Diluted

 $0.17  $0.86  $(0.69)  (80.2%)

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

 $2,413  $2,988  $(575)  (19.2%)

Adjusted EBITDA

 $17,201  $36,328  $(19,127)  (52.7%)

Adjusted EBITDA*

 $7,108  $15,900  $(8,792) (55)%

 

14


* Adjusted EBITDA for the three months of 2023 has been restated to be consistent with 2024 reporting. Adjusted EBITDA in both years excludes the impact from unrealized gains or losses on derivatives. Realized gains and losses are included in Adjusted EBITDA in both 2023 and 2024.

 

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, non-cash 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 isolatingresults. This measure isolates the effects of certain items, including depreciation and amortization which(which may vary among our operating segments without any correlation to their underlying operating performance,performance), non-cash stock-based compensation expense which(which is a non-cash expense that varies widely among similar companies,companies), and non-cash gains and losses on derivative instruments which(which can cause net income to appear volatile from period to period relative to the sale of the underlying physical product.product).

16

 

We enter intoutilize 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 the mark-to-market or non-cash portion of this item as an adjustment as we believe it provides a relevant indicator of the underlying performance of our business in a given period.

 

Additionally, we held marketable securities of certain debt securities (trust preferred stock) and in preferred stock and other equity instruments during the three months ended March 31, 2023, but sold all marketable security investments during the three months ended June 30, 2023. The realized and unrealized gains and losses on these marketable securities fluctuated from period to period. We included this item as an adjustment in the prior year period as we believed it provided a relevant indicator of the underlying performance of our business.

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

 

  

Three months ended September 30,

  

Nine months ended September 30,

 
  

2017

  

2016

  

2017

  

2016

 

Adjusted EBITDA

 $9,553  $10,117  $17,201  $36,328 

Depreciation

  (2,927)  (2,739)  (8,735)  (8,068)

Non-cash stock-based compensation

  (128)  (477)  (878)  (1,431)

Interest and dividend income

  1,965   1,637   5,679   4,446 

Interest expense

  (43)  (9)  (129)  (22)

Losses on disposal of property and equipment

  (68)  (10)  (145)  (147)

Gains/(losses) on derivative instruments

  (3,314)  803   (1,511)  (5,375)

Gains/(losses) on marketable securities

  26   (322)  (543)  (727)

Income tax (expense)/benefit

  (1,730)  3,868   (3,375)  12,657 

Net income

 $3,334  $12,868  $7,564  $37,661 

15


  

Three Months Ended March 31,

 
  

2024

  

2023*

 

Net income

 $4,330  $21,081 

Depreciation

  2,615   2,551 

Non-cash stock-based compensation

  22   - 

Interest and dividend income

  (2,800)  (2,336)

Non-cash interest expense and amortization of deferred financing costs

  35   32 

Unrealized loss (gain) on derivative instruments

  2,274   (4,902)

Gain on marketable securities

  -   (533)

Income tax provision

  632   7 

Adjusted EBITDA*

 $7,108  $15,900 

 

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

 

  

Nine months ended September 30,

 
  

2017

  

2016

 

Adjusted EBITDA

 $17,201  $36,328 

Benefit for deferred income taxes

  (1,303)  (9,243)

Impairment of fixed assets

  28   178 

Interest and dividend income

  5,679   4,446 

Income tax (expense)/benefit

  (3,375)  12,657 

Losses on derivative instruments

  (1,511)  (5,375)

Change in fair value of derivative instruments

  (60)  6,686 

Changes in operating assets and liabilities, net

  19,781   31,204 

Other

  -   (2)

Net cash provided by operating activities

 $36,440  $76,879 
  

Three Months Ended March 31,

 
  

2024

  2023* 

Net cash used in operating activities

 $(12,211) $(29,810)

Deferred income taxes, net

  (626)  5 

Interest and dividend income

  (2,800)  (2,336)

Income tax provision

  632   7 

Change in operating assets and liabilities, net

  22,113   48,034 

Adjusted EBITDA*

 $7,108  $15,900 

 

* Adjusted EBITDA restated for the three months of 2023 has been restated to be consistent with 2024 reporting. Adjusted EBITDA in both years excludes the impact from unrealized gains or losses on derivatives. Realized gains and losses are included in Adjusted EBITDA in both 2023 and 2024.

 

16

17


 

Results of Operations 

 

Consolidated

  

Three months ended September 30,

  

Nine months ended September 30,

 
          

Change

          

Change

 
  

2017

  

2016

  

Amount

  

%

  

2017

  

2016

  

Amount

  

%

 
                               

Revenues

 $77,606  $69,306  $8,300  12.0%  $199,765  $183,820  $15,945  8.7% 

Volume/product mix effect

         $(3,523) (5.1%)         $(20,033) (10.9%)

Price effect

         $11,823  17.1%          $35,978  19.6% 
                               

Gross profit

 $5,526  $10,319  $(4,793) (46.4%) $13,454  $29,344  $(15,890) (54.2%)

  

Three Months Ended March 31,

 
          

Change

 
  

2024

  

2023

  

Amount

  

%

 
                 

Revenues

 $58,281  $74,181  $(15,900)  (21.4)%

Volume/product mix effect

          (1,452)  (2.0)

Price effect

          (14,448)  (19.5)
                 

Gross profit

  5,007   21,623   (16,616)  (76.8)

Operating expenses

  (2,809)  (3,372)  563   (16.7)

Other income (expense), net

  2,764   2,837   (73)  (2.6)

Income tax provision

  632   7   625   8928.6 

Net income

 $4,330  $21,081  $(16,751)  (79.5)%

 

Consolidated sales revenue in the three and nine months ended September 30, 2017 increased $8,300 and $15,945, respectively,March 31, 2024 decreased $15,900 compared to the three and nine months ended September 30, 2016. This increase primarily resulted from higher pricesMarch 31, 2023. Relative to the three-month comparative period, net sales decreased $11,942 in the biofuel segment and increased sales volumeson lower average prices. Largely contributing to this reduced price was a significant drop in RIN prices following the EPA’s renewable fuel volume requirements release in the second quarter of 2023. Sales revenue was also lower in the chemical segment.  In the nine-month comparison period, the increasesegment on both sales volumes and price from higher priceschemicals used in the biofuel segment was partially offset by lowerindustrial intermediate and additives for energy markets. Production and sales volumes largelywere negatively impacted by extreme winter weather experienced during the three-month period ended March 31, 2024. Partially improving chemical sales was favorable product mix and revenue from the expiration of the federal blenders’ tax credit (“BTC”).new custom chemical contracts.

 

Gross profit in the three and nine months ended September 30, 2017March 31, 2024 decreased $4,793 and $15,890, respectively, compared to the three and nine months ended September 30, 2016. In the biofuel segment, this decrease largely resulted from the absence of the BTC which expired on December 31, 2016.  We also experienced a reduction in pipeline profits for the nine months ended September 30, 2017$16,616 as compared to the prior year period. 

Another significant impact tosame period of 2023, from: (i) the reductionnarrowing of the spread in gross profitbiofuel price and feedstock price (inclusive of the effect of the RIN price decline); (ii) the change in the nine months ended September 30, 2017,activity in derivative instruments with a realized loss of $1,190 in the current three-month period as compared to a realized gain of $3,405 in the same three months of the prior year period,year; (iii) the change in the mark-to-market derivative position which was an unrealized loss of $2,274 as compared to an unrealized gain of $4,902 in the three months ended March 31, 2024 and 2023, respectively; and (iv) the change in the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting. ThisThe adjustment reduced gross profit $5,329 in the nine months ended September 30, 2017 anditem (iv) increased gross profit $1,845 in the nine months ended September 30, 2016.  This change in LIFO resulted in a lower of cost or market adjustment of $1,877 in the three and nine months ended September 30, 2016 and no such adjustment was necessary in the three and nine months ended September 30, 2017. Please see footnote 2 for additional discussion.

Also contributing to the reduction in gross profit $3,027 in the three months ended September 30, 2017, was the loss in the unrealized and realized activity in derivative instruments of $3,314,March 31, 2024 as compared to a gain$3,783 in 2023. The contrasting results in items (i) and (ii) reflect the impact of $803,price movements in the priorbiodiesel market during the course of each year period. The changecompared to when we committed to our feedstock acquisition. In addition, gross profit was negatively impacted in the derivative activity inthree-month period ended March 31, 2024 by higher costs resulting from the nine months ending September 30, 2017 favorably impacted gross profit with a lossimpact of $1,511, as compared to a loss of $5,375 in the prior year period.

extreme winter weather.

 

Operating eExpensesxpenses

 

Operating expenses decreased from $2,478 to $2,326 or $152 $563 in the three months ended September 30, 2017 and from $7,598 to $7,405 or $193 in the nine months ended September 30, 2017,March 31, 2024, as compared to the three and nine months ended September 30, 2016, respectively.March 31, 2023. This reduction in both periodsdecrease was from lowerreduced compensation, cost partially offset by higherlegal, and research and development expense.

expenses.

 

Provision/(Benefit)Other income (expense), netfor IncomeTaxes

 

The effective tax rate for the three and nine months ended September 30, 2017, reflects our expected tax rate on reported operatingOther income before(expense) decreased income tax. Our effective tax ratea net $73 in the three and nine months ended September 30, 2017, reflects the elimination of certain tax credits and incentives for 2017. 

The effective tax rate for the three and nine months ended September 30, 2016, reflects our expected tax rate on reported operating income earnings before income tax. Our effective tax rate in the three and nine months ended September 30, 2016, reflects the positive effect of the reinstatement of the certain tax credits and incentives for 2016. 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.

17


Unrecognized tax benefits totaled $2,052 and $2,056 at September 30, 2017 and DecemberMarch 31, 2016, respectively.

NetIncome

Net income for the three and nine months ended September 30, 2017 decreased $9,534 and $30,097, respectively,2024, as compared to the same periods in 2016. The decrease resulted fromperiod of 2023. In the lackcurrent three-month period, interest income was $2,800 as compared to dividend and interest income of the benefit$2,336 and a gain of tax credits and incentives in effect$533 on marketable securities in the three and nine months ended September 30, 2016 which were not in effect in the three and nine months ended September 30, 2017. Additionally, the adjustments in the carrying valuesame period of our inventory as determined utilizing the LIFO method of inventory accounting negatively impacted net2023.

18

Income tax provision 

The Company’s income in both the three and nine months ended September 30, 2017. In comparison, net income intax provision for the three months ended September 30, 2016 was negatively impacted by this adjustment, but this adjustment benefited net incomeMarch 31, 2024 comprises primarily an increase in the nine months ended September 30, 2016.valuation allowance against net deferred assets, plus immaterial state taxes and miscellaneous items.  No deferred tax benefits on ongoing tax losses have been recognized, reflecting management’s determination that none of the net deferred tax assets generated on the Company's 2023 tax losses are more likely than not to be realized.  The three-month period in 2023 similarly reflected immaterial state taxes and miscellaneous items.

 

The Company evaluates its deferred tax assets quarterly and records a valuation allowance to reduce these assets to the amount that is more likely than not to be realized.

 

ChemicalsChemical Segment

 

 

Three months ended September 30,

  

Nine months ended September 30,

  

Three Months Ended March 31,

 
         

Change

          

Change

        

Change

 
 

2017

  

2016

  

Amount

  

%

  

2017

  

2016

  

Amount

  

%

  

2024

  

2023

  

Amount

  

%

 
                               

Revenues

 $28,167  $24,299  $3,868  15.9%  $77,875  $73,930  $3,945  5.3%  $18,059  $21,881  $(3,822) (17.5)%

Volume/product mix effect

         $2,937  12.1%          $2,774  3.8%        (1,316) (6.0)

Price effect

         $931  3.8%          $1,171  1.6%        (2,506) (11.5)
                               

Gross profit

 $8,060  $7,853  $207  2.6%  $20,401  $22,722  $(2,321) (10.2%) $4,021  $8,623  $(4,602) (53.4)%

 

SalesChemical revenue in the three months ended September 30, 2017 increased by $3,868March 31, 2024 decreased 17.5% or $3,822 compared to the three months ended September 30, 2016. Sales revenuesame period of 2023. Revenue for our custom chemicals (unique chemicals produced for specific customers) for the three months ended September 30, 2017March 31, 2024 totaled $23,593, an increase$15,427, a decrease of $3,138$1,193 from the comparablesame period in 2016. This increase was primarily attributed to increased2023 from reduced sales volumes of chemicals sold into the energy market. Partially offsetting these reductions were sales from increased volumes of chemicals sold into the automotive coatings markeas well as sales of two new contracts in the agrochemical and energy markets.agricultural market. Performance chemicals (comprisedrevenue was $2,632, a decrease of multi-customer products which are sold based on specification) sales revenues were $4,574 in the three months ended September 30, 2017, an increase of $730$2,629 from the three months ended September 30, 2016. This increase was primarily from increased sales of polymer modifiers and specialty additives.

Sales revenue in the nine months ended September 30, 2017 increased $3,945 compared to the nine months ended September 30, 2016.  This increase was primarily attributed to increased sales volume in the agrochemical and energy markets, new customer product sales and increased amortization of deferred revenue which were mostly offset by the reduced price and volume of the laundry detergent additive.  Performance chemical sales revenue were down $1,096 to $12,686, in the nine month period ended September 30, 2017.March 31, 2023. This decrease was primarilymostly from reducedlower sales of glycerin as markets softened on increased imports. Production and sales volumes of a polymer modifier product. for the segment were negatively impacted by extreme winter weather experienced during the three-month period ended March 31, 2024.

 

Gross profit for the chemicalschemical segment for the three months ended September 30, 2017 increased by $207 March 31, 2024, decreased $4,602 when compared to the three months ended September 30, 2016. Factors positively impacting the three-month comparisonsame period of gross profit were2023. This decrease was primarily from: (i) reduced sales volumes as noted above, and (ii) impact of higher costs from the change in adjustmentsextreme winter weather experienced in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting and volume growth in the agrochemical and energy markets. Items negatively impacting gross profit were a decline in the sales volume and price of the laundry detergent additive and a change in product mix.

Gross profit for the chemicals segment for the nine months ended September 30, 2017 decreased by $2,321 when compared to the nine months ended September 30, 2016. Factors negatively impacting the nine-month comparison of gross profit were from the change in adjustments in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting, a decline in the sales volume and price of the laundry detergent additive, and a decline in the sales volume of the polymer modifier product. Positively impacting the nine-month comparison period was the volume growth in the agrochemical and energy markets.

18


current period.

 

 

19

BiofuelsBiofuel Segment

 

  

Three months ended September 30,

  

Nine months ended September 30,

 
          

Change

          

Change

 
  

2017

  

2016

  

Amount

  

%

  

2017

  

2016

  

Amount

  

%

 
                               

Revenues

 $49,439  $45,007  $4,432  9.8%  $121,890  $109,890  $12,000  10.9% 

Volume/product mix effect

         $(6,460) (14.4%)         $(22,807) (20.8%)

Price effect

         $10,892  24.2%          $34,807  31.7% 
                               

Gross profit

 $(2,534) $2,466  $(5,000) (202.8%) $(6,947) $6,622  $(13,569) (204.9%)

  

Three Months Ended March 31,

 
          

Change

 
  

2024

  

2023

  

Amount

  

%

 
                 

Revenues

 $40,222  $52,300  $(12,078)  (23.1)%

Volume/product mix effect

          (136)  (0.3)

Price effect

          (11,942)  (22.8)
                 

Gross profit

 $986  $13,000  $(12,014)  (92.4)%

 

Biofuels sales revenue in the three and nine months ended September 30, 2017 increased $4,432 and $12,000 when compared to the three and nine months ended September 30, 2016. This increase was primarily from higher prices on biodiesel, biodiesel RINs, and biodiesel blends. The sale of separated, internally generated RINs, comprised a larger component of revenue in the current quarter and nine-month period as compared to the prior year periods.  In addition, pipeline sales increased to $1,852 from $1,509 in the three months ended September 30, 2017 and 2016, respectively. For the nine-month comparison period, pipeline salesMarch 31, 2024 decreased to $1,852 from $7,390.  

Revenue from common carrier pipelines varies$12,078 as its revenue recognition depends upon whether a transaction is bought from and soldcompared to the same party. Purchasesperiod of 2023. This decrease primarily resulted from a 23% reduction in the average price of fuel sold. The lower prices were driven in part by the reduction in D4 RIN prices which fell following the EPA’s proposed rule issued June 21, 2023. In addition, production and sales of inventory withvolumes were negatively impacted by extreme winter weather experienced during 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 fluctuates with market conditions.three-month period ended March 31, 2024.

     

A significant portion of our biodiesel sold in 2017 was to twofour major refiners/blenders in the three months ended March 31, 2024 and one major refiner in 2016.2023. No assurances can be given that we will continue to sell to such major refiners, 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 these customers would have a material adverse effect on our biofuels segment or on us as a whole in that:because: (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 on equivalent terms as potential demand from other customers for biodiesel exceeds our production capacity; (iii)(ii) our sales to these customers are not under fixed terms and the customers have no fixed obligation to purchase any minimum quantities except as stipulated by short termshort-term purchase orders; and (iv)(iii) the prices we receive from these customers are based upon then-market rates, as would be the case with sales of this commodity to other customers.

 

Biofuels gross profit was $986 in the three and nine months ended September 30, 2017 decreased $5,000 and $13,569 when compared to the three and nine months ended September 30, 2016. Cost of goods sold increased asMarch 31, 2024, a result of the absence of the blenders’ tax credit which expired December 31, 2016 and wasdecrease in effect in the prior year’s period. 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 decreased gross profit $383 and $4,276 inof $12,014 from the three and nine months ended September 30, 2017, respectively, compared to acomparative period. This decrease of $336 and an increase of $898 in the three and nine months ended September 30, 2016, respectively. This change in LIFOprimarily resulted in a lower of cost or market adjustment of $1,877, in the three and nine months ended September 30, 2016. No such adjustment impacted gross profit in the three and nine months ended September 30, 2017.  Please see footnote 2 for additional discussion.

Biofuels gross profit was further reduced byfrom the change in the activity inof derivative instruments in comparison to the prior year quarter with a realized loss of $3,314$1,190 as compared to a realized gain of $803$3,405 in the same three months ended September 30, 2017 and 2016, respectively. Theof the prior year. Also decreasing gross losses was the change in the mark-to-market derivative activity in the nine months ending September 30, 2017 favorably impacted gross profit with aposition which was an unrealized loss of $1,511,$2,274 as compared to a lossan unrealized gain of $5,375$4,902 in the prior year period. 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 pricessame three months 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 recordedprior year. In addition, gross profit was negatively impacted in the statement of operations as a component of cost of goods sold within the biofuels segment.three-month period ended March 31, 2024 by lower RIN prices and higher costs resulting from extreme winter weather.

 

FutureFuel recognizesFor our derivative activity, we recognize all derivative instruments as either assets or liabilities at fair value in itsour consolidated balance sheet. FutureFuel’ssheets. The realized and unrealized derivative gains and losses are recorded as cost of goods sold. Our derivative instruments do not qualify for hedge accounting under the specific guidelines of ASC 815-20-25, Topic 815, DerivativesandHedging. Hedging. None of the derivative instruments are designated and accounted for as hedges primarily due primarily to the extensive record keeping requirements.

19


  

 

The volumes and carrying values of FutureFuel’sour derivative instruments included in other current assets were as follows:

 

  

September 30, 2017

  

December 31, 2016

 
  

Number of

Contracts

Short

  

Fair Value

  

Number of

Contracts

Short

  

Fair Value

 

Regulated options, included in other current assets

 200  $(162) -  $- 

Regulated fixed price future commitments, included in other current assets

 182  $(36) 135  $(258)
  

(Liability) Asset

 
  

March 31, 2024

  

December 31, 2023

 
  

Contract Quantity

  

Fair Value

  

Contract Quantity

  

Fair Value

 

Regulated fixed price future commitments (in thousand barrels)

  232  $(538)  354  $1,736 

 

*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.

 

*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.

20

 

Critical Accounting Estimates

 

Revenue Recognition

The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers. Certain long-term contracts had upfront non-cancellable payments considered material rights. The Company applied the renewal option approach in allocating the transaction price to the material rights. For each of these contracts, the Company estimated the expected contractual volumes to be sold at the most likely expected sales price as a basis for allocating the transaction price to the material right. Estimated amortization is updated quarterly on a prospective basis. These custom chemical contracts have payment terms of 30 days. See Note 3 to our consolidated financial statements.

 

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.master service agreements. 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.except those related to the BTC.

 

Biodiesel selling prices can at times fluctuate based on the timing of unsold, internally generated RINs. From time to time, sales of biodiesel are on a “RINs-free” basis. Such method of selling results in applicable RINs being held. The value of the RINs is not reflected in revenue until such time as the RIN sale has been completed.

 

Revenue from bill and holdbill-and-hold transactions in which a performance obligation exists is recognized when the total performance obligation has been met and title tocontrol of the product has transferred. Bill and holdBill-and-hold transactions for the three and nine months ended September 30, 2017March 31, 2024 and 20162023 were related to specialtycustom chemicals customers whereby revenue was recognized in accordance with contractual agreements based upon product being produced and ready for use.use by the customer. These sales were subject to written monthly purchase orders with agreement that production was reasonable.orders. The inventoryproduct 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 holdbill-and-hold customers are similar to other specialtycustom chemicals customers. Sales revenueRevenues under bill and holdbill-and-hold arrangements were $4,519$11,644 and $6,759$10,590 for the three months ended September 30, 2017March 31, 2024 and 2016,2023, respectively. As of March 31, 2024 and $12,477December 31, 2023, $3,291 and $17,103 for the nine months ended September 30, 2017 and 2016,$4,317 of bill-and-hold revenue had not shipped, respectively.

21

 

Liquidity and Capital Resources

 

Our net cash provided by (used in)from operating activities, investing activities, and financing activities for the ninethree months ended September 30, 2017March 31, 2024 and 20162023 are set forth in the following chart.table.

 

  

Nine months ended September 30,

 
  

2017

  

2016

 

Net cash provided by operating activities

 $36,440  $76,879 

Net cash used in investing activities

 $(14,252) $(40,444)

Net cash used in financing activities

 $(108,215) $(8,111)
  

Three Months Ended March 31,

 
  

2024

  

2023

 

Net cash used in operating activities

 $(12,211) $(29,810)

Net cash (used in) provided by investing activities

  (3,485)  1,868 

Net cash used in financing activities

  (2,626)  (2,640)

  

We believe that existing cash balances and cash flow to be generated from operating activities and borrowing capacity under the amended and restated credit agreement will be sufficient to fund operations, product development, cash dividends, and capital requirements for the foreseeable future.

 

Operating Activities

 

Cash fromused in operating activities decreased from $76,879 of cash provided by operating activitieswas $12,211 in the first ninethree months of 2016ended March 31, 2024 as compared to $36,440 of cash provided by operating activities$29,810 in the first nine monthssame period of 2017.2023. This decrease in cash used was primarily attributable to the decreasechange in inventory resulting in less cash used of $30,097$19,354, the change in the fair value of derivative instruments of $7,176, and the change in other assets of $5,237. Partially offsetting these cash inflows was the reduction in net income the decrease in the change in accounts receivable of $13,252$16,751, and inventory of $8,439 offset by the increase in the change in accounts payable, including accounts payable - related parties, demonstrating a cash outflow of $11,278. 

20


$6,191, primarily from the timing of vendor payments.  

 

Investing Activities

 

Cash used in investing activities was $14,252$3,485 in the first ninethree months of 2017ended March 31, 2024 as compared to $40,444 usedcash provided by investing activities of $1,868 in the first ninethree months of 2016.ended March 31, 2023. This change$5,353 decrease in cash was primarily the result of net purchases of marketable securitiesdue to an increase in the first nine monthscollateralization of 2017 compared to the first nine monthsderivative instruments of 2016. Such net purchases totaled $10,882 and $33,328, in the first nine months of 2017 and 2016, respectively. Our capital expenditures and customer reimbursements for capital expenditures are summarized in the following table: $5,539.

 

  

Nine months ended September 30,

 
  

2017

  

2016

 

Cash paid for capital expenditures and intangibles

 $2,614  $3,107 

Cash received as reimbursement of capital expenditures

 $(201) $(119)

Cash paid, net of reimbursement, for capital expenditures

 $2,413  $2,988 

Financing Activities

 

Cash used in financing activities increased to $108,215was $2,626 and $2,640 in the first ninethree months of 2017 from $8,111 in the first nine months of 2016. This change isended March 31, 2024 and 2023, respectively, primarily the result offor payments of dividends on our common stock in the first nine months of 2017 compared to the first nine months of 2016. The payment of dividends totaled $108,063 and $7,869 in the first nine months of 2017 and 2016, respectively.stock. 

 

22

 

Credit Facility

 

Effective April 16, 2015, we entered intoWe have a new $150,000 secured committed credit facilityagreement, as amended on March 30, 2020, with a syndicated group of commercial banks. On May 25, 2016, we increased the facility $15,000.banks for $100,000. 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.March 30, 2025. See Note 6 – “Borrowings” in 8 to our consolidated financial statements ended September 30, 2017 for additional information regarding our Credit Agreement.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 three quartersquarter of 2017,2024 we declared a special dividend of $2.50 per share on our common stock which amounted to $109,408. The special dividend had a record date of March 26, 2024 and a payment date of April 9, 2024. In the first quarter of 2024 and 2023, we paid a regular quarterly cash dividend in the amount of $0.06 per share on our common stock. The regular cash dividend amounted to $2,625 per quarter$2,626 in each of the quarters of 2024 and 2023. The declaration of these regular quarterly cash dividends was made in the first, secondthree months ended December 31, 2023 and third quarters of 2017.  In the first quarter of 2017, we also paid a special cash dividend of $2.29 per share on our common stock. This special cash dividend amounted to $100,188. Total cash dividends paid were $108,063 in the first nine months of 2017.December 31, 2022, respectively. 

 

In the first three 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, second, and third quarters of 2016, for aggregate dividend payments of $7,869 in the first nine months of 2016.

21


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 2017,2024, 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 September 30, 2017 and December 31, 2016, 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 $123,588 and $106,146 at September 30, 2017 and December 31, 2016, respectively.

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

   

22


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 onin our consolidated balance sheetsheets at September 30, 2017 March 31, 2024 and December 31, 2016.2023. Second, we hedge our biofuels feedstock through the execution of purchase contracts and supply agreements with certain vendors.vendors or they meet the normal purchase and normal sales exception of ASC Topic 815, Derivatives and Hedging. These hedging transactions are recognized in earnings and were not recorded onin our consolidated balance sheetsheets at September 30, 2017March 31, 2024 or December 31, 20162023 because they do not meet the definition of a derivativehedge 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.

 

23



 

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 costsprofit 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, biofuelsbiofuel 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 long-term salesales 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 biofuelsbiofuel prices, we may enter into exchange tradedexchange-traded commodity futures and options contracts. We account for these derivative instruments in accordance with ASC 815-20-25, Topic 815, DerivativesandHedging. 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 ninethree months of 20172024 or 2016.2023. Changes in the fair value of our derivative instruments are recognized at the end of each accounting period and recorded in the consolidated 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 September 30, 2017At March 31, 2024 and December 31, 2016,2023, the fair valuesvalue of our derivative instruments werewas a net liability in the amount of $198$538 and $258,a net asset of $1,736, 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 comprisedcomposed of crude cornyellow grease, used cooking oil, and yellow grease and petrodiesel.cottonseed oil. 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.

24

 

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 ninethree months of 2017.2024. 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)

 

  

Volume Requirements

   

Hypothetical Adverse

  

Decrease in

  

Percentage Decrease

 

Item

 

(a)

 

Units

 

Change in Price

  

Gross Profit

  

in Gross Profit

 

Biodiesel feedstocks

  32,851 

LB

  10%  1,468   29.3%

Methanol

  11,877 

LB

  10%  188   3.7%

Electricity

  27 

MWH

  10%  150   3.0%

Coal

  11 

TON

  10%  114   2.3%

Sodium Methylate

  2,457 

LB

  10%  112   2.2%

Natural Gas

  308 

MCF

  10%  90   1.8%

 

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(Volume and dollars in thousands)

Item

 

Volume Requirements

(a)

 

Units

 

Hypothetical Adverse Change in Price

 

Decrease in Gross Profit

 

Percentage Decrease in Gross Profit

Biodiesel Feedstocks

 

           247,487 

 

LB

 

10%

 

 $          7,267 

 

54.0%

Ultra Low Sulfur Diesel

 

               12,150 

 

GAL

 

10%

 

 $          1,962 

 

14.6%

Methanol

 

             102,450 

 

LB

 

10%

 

 $          1,660 

 

12.3%

Electricity

 

             86 

 

MWH

 

10%

 

 $             415 

 

3.1%

Natural Gas

 

           1,006

 

MCF

 

10%

 

 $             343 

 

2.6%

Sodium Methylate

 

               8,287

 

LB

 

10%

 

 $             332 

 

2.5%

Coal

 

             28 

 

Ton

 

10%

 

 $             177 

 

1.3%

 

(a)   Volume requirements and average price information are based upon volumes used and prices obtained for the nine months ended September 30, 2017.  Volume requirements may differ materially from these quantities in future years as our business evolves.

(a) Volume requirements and average price information are based upon volumes used and prices obtained for the three months ended March 31, 2024. Volume requirements may differ materially from these quantities in future years as our business evolves.

 

We had no borrowings as of September 30, 2017at March 31, 2024 or December 31, 20162023, 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.

 

25

 

Item 4. Controls and Procedures.

Managements Evaluation of our Disclosure 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 at December 31, 2023 were not effective as of September 30, 2017 were effectivedescribed below 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.

In the course of preparing the Company’s financial statements for the Form 10-Q, our management concluded that the following is a material weakness in internal control over financial reporting.

The Company’s historical cash flow statement for the six months ended June 30, nine months ended September 30, and twelve months ended December 31, 2023, included an error on the cash flow from the collateralization of derivative instruments. The correction relates solely to the reported amount of “Other assets” and the resulting total amount of “Net Cash Flows From Operating Activities” and the reported amount of “Collateralization of derivative instruments” and the resulting total amount of “Net Cash Flows from Investing Activities” in the respective consolidated statements of cash flows for the six months ended June 30, 2023, nine months ended September 30, 2023 and year ended December 31, 2023 (collectively, the “Correction”). The Correction did not impact the Company’s overall cash position, its consolidated balance sheets, its consolidated statements of operations and comprehensive income, or its consolidated statements of stockholders’ equity as of or for the periods ended June 30, 2023, September 30, 2023 or December 31, 2023. This error was the result of review controls of the cash flow statement which did not operate as designed. 

Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.  The Company has an ineffective financial reporting control over the review of the statement of cash flow.  The control did not operate at a level precise enough to detect material errors in calculations and formulas and as a result did not detect material differences between the operating and investing sections of the statement of cash flow.

Remediation Plan

To remediate this deficiency, the Company’s management, under the oversight from the Audit Committee, is implementing additional review procedures to enhance our internal control over financial reporting with respect to the statement of cash flows. These review procedures include the development of a review checklist to ensure that we will apply the applicable accounting guidance under ASC 230, Statement of Cash Flows.    

Notwithstanding the identified material weaknesses, management believes that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our consolidated financial position, results of operations and cash flows for the period presented. We will also apply the remediation noted above to this quarter. 

Changes in Internal Control over Financial Reporting

 

There were no changes, other than the item noted above, in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our last fiscalthe quarter ended March 31, 2024 that have materially affected, or wereare reasonably likely to materially affect, our internal control over financial reporting.

 

25

26


 

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, 20162023 filed with the SEC on March 16, 2017.14, 2024.

 

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.Insider Trading Arrangements

There have been no adoptions or terminations of Rule 10b5-1 plan or non-Rule 10b5-1 trading arrangements by any Section 16 officer or director of the Company during the quarter ended March 31, 2024.

27

 

Item 6. Exhibits.

 

Exhibit

Description

3.1Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit No. 3.3.f to Amendment No. 2 to Form 10 filed February 29, 2008)
3.2FutureFuel Corp.'s Bylaws (incorporated by reference to Exhibit No. 3.2.a to Form 10 filed April 24, 2007)
4.1Registrations Rights Agreement dated July 12, 2006 among FutureFuel Corp., St. Albans Global Management, Limited Partnership, LLLP, Lee E. Mikles as Trustee of the Lee E. Mikles Gift Trust dated October 6, 1999, Lee E. Mikles as Trustee of the Lee E. Mikles Revocable Trust dated March 26, 1996 Douglas D. Hommert as Trustee of the Douglas D. Hommert Revocable Trust, Edwin A. Levy, Joe C.Leach, Mark R. Miller, RAS LLC, Edwin L. Wahl, Jeffery H. Call and Ken Fenton (incorporated by reference to Exhibit No. 4.5 to Form 10 filed April, 24, 2007)
4.2Description of common stock (incorporated by reference to Exhibit No. 4.2 to Form 10-K filed March 16, 2021).
10.1Form of Option Agreement (incorporated by reference to Exhibit No 10.2 to Form 10-Q filed August 8, 2022).

11.31.1

Statement re ComputationCertification by the Chief Executive Officer of per Share EarningsFutureFuel Corp. as required by Section 302 of the Sarbanes-Oxley Act of 2002

31(a).31.2

Rule 13a-15(e)/15d-15(e) Certification by the Chief Financial Officer of chief executive officerFutureFuel Corp. as required by Section 302 of the Sarbanes-Oxley Act of 2002

31(b).32.1

Rule 13a-15(e)/15d-15(e) Certification by the Chief Executive Officer and Chief Financial Officer of chief principal officer

32.

FutureFuel Corp. pursuant to 18 U.S.C. Section 1350, Certificationas adopted pursuant to Section 906 of chief executive officer and principal financial officerthe Sarbanes-Oxley Act of 2002

101

Interactive Data Files**

101.INS

Inline XBRL Instance

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation

101.DEF

Inline XBRL Taxonomy Extension Definition

101.LAB

Inline XBRL Taxonomy Extension Labels

101.PRE

Inline XBRL Taxonomy Extension Presentation

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

**

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.

   

26

28


 

Special Note Regarding Forward-Looking Information

 

This report, and the documents incorporated by reference into this report contain forward-looking statements. Forward- lookingForward-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“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, 20162023 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.

 

27

29


 

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. NovellyTom McKinlay

 

 

 

 

Paul A. Novelly, Chairman andTom McKinlay, Chief

Executive Officer

 

 

 

 

Date: November 9, 2017  May 10, 2024

 

 

 

 

 

 

By:    

/s/ Rose M. Sparks

 

 

 

 

Rose M. Sparks, Chief Financial Officer

 

and Principal Financial Officer  

 

 

 

 

Date: November 9, 2017  May 10, 2024

 

 

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