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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 September 30, 2024

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

 

logo.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) 

 

 

   
8235 Forsyth Blvd., Suite 400, St Louis, Missouri   63105
(Address of Principal Executive Offices) (Zip Code)
   
 (314) 854-8352  
 (Registrant’s Telephone Number, Including Area Code) 

                                             

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

FF

NYSE

 

Indicate by check mark whether the registrant (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 every Interactive Data File required to be submitted 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 such files). Yes ☑  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 

 

Large accelerated filer   ☐  

 

Accelerated filer 

 

Non-accelerated filer     ☐  

 

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’s classes of common stock, as of November 8, 2024: 43,763,243 

 

 

 

 

 

PART I FINANCIAL INFORMATION

   

Item 1. Financial Statements.

 

FutureFuel Corp.

Consolidated Balance Sheets

(Dollars in thousands)

 

   (Unaudited)     
  

September 30, 2024

  

December 31, 2023

 

Assets

        

Cash and cash equivalents

 $133,398  $219,444 

Accounts receivable, inclusive of the blenders’ tax credit of $3,964 and $11,381, respectively, and net of allowances for expected credit losses of $136 and $55, respectively

  15,967   28,406 

Accounts receivable – related parties

  -   1 

Inventory, net

  24,878   32,978 

Income tax receivable

  -   1,940 

Prepaid expenses

  964   4,346 

Prepaid expenses – related parties

  12   12 

Other current assets

  1,018   3,419 

Total current assets

  176,237   290,546 

Property, plant and equipment, net

  76,815   72,711 

Other assets

  3,414   3,824 

Total noncurrent assets

  80,229   76,535 

Total Assets

 $256,466  $367,081 

Liabilities and Stockholders’ Equity

        

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

 $11,587  $22,178 

Accounts payable – related parties

  124   42 

Income tax payable

  359   - 

Deferred revenue – current

  4,135   3,863 

Dividends payable

  2,626   10,503 

Accrued expenses and other current liabilities

  10,820   4,758 

Total current liabilities

  29,651   41,344 

Deferred revenue – non-current

  9,593   12,570 

Noncurrent deferred income taxes

  618   - 

Other noncurrent liabilities

  3,313   3,287 

Total noncurrent liabilities

  13,524   15,857 

Total liabilities

  43,175   57,201 

Commitments and contingencies (See Note 13)

          

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 September 30, 2024 and December 31, 2023

  4   4 

Additional paid in capital

  204,911   282,489 

Retained earnings

  8,376   27,387 

Total stockholders’ equity

  213,291   309,880 

Total Liabilities and Stockholders’ Equity

 $256,466  $367,081 

 

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

 

1

 

 

 FutureFuel Corp.

Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per share amounts)

(Unaudited)

 

   

Three Months Ended

   

Nine Months Ended

 
    September 30,     September 30,  
   

2024

   

2023

   

2024

   

2023

 

Revenue

  $ 51,140     $ 116,752     $ 181,830     $ 276,221  

Revenue – related parties

    -       -       -       20  

Cost of goods sold

    50,152       113,328       165,644       257,890  

Cost of goods sold – related parties

    36       (728 )     63       (700 )

Distribution

    532       244       1,939       2,018  

Distribution – related parties

    37       38       137       132  

Gross profit

    383       3,870       14,047       16,901  

Selling, general, and administrative expenses

                               

Compensation expense

    1,140       1,010       3,188       3,102  

Other expense

    994       1,247       2,833       3,130  

Related party expense

    156       153       462       462  

Research and development expenses

    981       1,163       2,803       3,242  

Total operating expenses

    3,271       3,573       9,286       9,936  

(Loss) income from operations

    (2,888 )     297       4,761       6,965  

Interest and dividend income

    1,830       2,527       6,151       6,595  

Interest expense

    (35 )     (36 )     (104 )     (103 )

Gain on marketable securities

    -       -       -       575  

Other (expense) income

    (105 )     -       2,533       -  

Other income, net

    1,690       2,491       8,580       7,067  

(Loss) income before taxes

    (1,198 )     2,788       13,341       14,032  

Income tax (benefit) provision

    (3 )     12       635       34  

Net (loss) income

  $ (1,195 )   $ 2,776     $ 12,706     $ 13,998  
                                 

(Loss) earnings per common share

                               

Basic

  $ (0.03 )   $ 0.06     $ 0.29     $ 0.32  

Diluted

  $ (0.03 )   $ 0.06     $ 0.29     $ 0.32  

Weighted average shares outstanding

                               

Basic

    43,763,243       43,763,243       43,763,243       43,763,243  

Diluted

    43,763,243       43,765,709       43,763,243       43,765,163  
                                 

Comprehensive (loss) income

                               

Net (loss) income

  $ (1,195 )   $ 2,776     $ 12,706     $ 13,998  

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

    -       -       -       2  

Income tax effect

    -       -       -       (1 )

Total other comprehensive income, net of tax

    -       -       -       1  

Comprehensive (loss) income

  $ (1,195 )   $ 2,776     $ 12,706     $ 13,999  

 

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

 

2

 

 

FutureFuel Corp.

Consolidated Statements of Stockholders’ Equity

(Dollars in thousands)

(Unaudited)

 

  

For the Nine Months Ended September 30, 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 

Net income

  -   -   -   -   9,571   9,571 

Balance - June 30, 2024

  43,763,243  $4  $-  $204,820  $9,571  $214,395 

Stock based compensation

  -  $-  $-   91   -   91 

Net loss

  -   -   -   -   (1,195)  (1,195)

Balance - September 30, 2024

  43,763,243  $4  $-  $204,911  $8,376  $213,291 

 

 

   

For the Nine Months Ended September 30, 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  

Other comprehensive loss

    -       -       (16 )     -       -       (16 )

Net loss

    -       -       -       -       (9,859 )     (9,859 )

Balance - June 30, 2023

    43,763,243     $ 4     $ -     $ 282,489     $ 11,730     $ 294,223  

Net income

    -       -       -       -       2,776       2,776  

Balance - September 30, 2023

    43,763,243     $ 4     $ -     $ 282,489     $ 14,506     $ 296,999  

 

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

 

3

 

 

FutureFuel Corp.

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited) 

 

   

Nine Months Ended September 30,

 
   

2024

   

2023

 

Cash flows from operating activities

               

Net income

  $ 12,706     $ 13,998  

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

               

Depreciation

    6,923       7,736  

Amortization of deferred financing costs

    77       75  

Provision for deferred income taxes

    618       -  

Change in fair value of equity securities

    -       (3,117 )

Change in fair value of derivative instruments

    1,439       3,523  

Loss on the sale of investments

    -       2,543  

Stock based compensation

    113       -  

Loss on disposal of property and equipment

    24       8  

Noncash interest expense

    26       26  

Changes in operating assets and liabilities:

               

Accounts receivable

    12,439       (3,295 )

Accounts receivable – related parties

    1       6  

Inventory

    8,100       (149 )

Income tax receivable

    1,940       32  

Prepaid expenses

    3,382       2,700  

Other assets

    872       963  

Accounts payable

    (11,043 )     (14,910 )

Accounts payable – related parties

    82       (800 )

Income tax payable

    359       -  

Accrued expenses and other current liabilities

    6,062       (404 )

Deferred revenue

    (2,705 )     (2,030 )

Other noncurrent liabilities

    -       1,553  

Net cash provided by operating activities

    41,415       8,458  

Cash flows from investing activities

               

Collateralization of derivative instruments

    423       (2,991 )

Proceeds from the sale of marketable securities

    -       37,701  

Proceeds from the sale of property and equipment

    6       -  

Capital expenditures

    (10,605 )     (4,994 )

Net cash (used in) provided by investing activities

    (10,176 )     29,716  

Cash flows from financing activities

               

Payment of dividends

    (117,285 )     (7,877 )

Deferred financing costs

    -       (14 )

Net cash used in financing activities

    (117,285 )     (7,891 )

Net change in cash and cash equivalents

    (86,046 )     30,283  

Cash and cash equivalents at beginning of period

    219,444       175,640  

Cash and cash equivalents at end of period

  $ 133,398     $ 205,923  
                 

Noncash capital expenditures

  $ 452     $ 518  

 

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)

SIGNIFICANT ACCOUNTING POLICIES

 

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 the Company's 2023 Annual Report on Form 10-K, as amended, inclusive of the audited consolidated financial statements, and should be read in conjunction with these consolidated financial 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-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. The majority of FFC Grain, L.LC.'s assets were disposed of during the current three-month period as the idle subsidiary is being dissolved. Intercompany transactions and balances have been eliminated in consolidation.

 

Recently Adopted Accounting Standards

 

The Company had no recently adopted accounting standards updates (“ASU”).

  

Accounting Standards Issued Not Yet Adopted as of September 30, 2024

 

ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures: The FASB issued this update in November 2023 which aims to improve disclosures about a public entity’s reportable segments. These changes will affect the Company’s segment reporting beginning with its Annual Report for the year ended December 31, 2024, and will be applied retrospectively to all prior periods presented. 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. Management believes the adoption of this ASU will have a minimal impact on the Company’s financial statements and related disclosures.

 

ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures: The FASB issued this update in December 2023 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. The Company will adopt the new standard effective for the year ended December 31, 2025, and does not expect the adoption to have a material impact on its financial statements and disclosures. 

 

ASU No. 2024-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses: The FASB issued this update in November 2024 which aims to provide investors with more useful information about an entity’s expenses by improving disclosures on income statement expenses. The amendments in this ASU require all public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.  Early adoption is permitted. The Company is evaluating this accounting standard and does not expect the adoption to have a material impact on its financial statements and disclosures.

 

 

 

 

 

5

 

 

 

2)

GOVERNMENT TAX CREDITS

 

BIODIESEL BLENDERS' TAX CREDIT, SMALL AGRI-BIODIESEL PRODUCER TAX CREDIT, and CLEAN FUEL PRODUCTION 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 Company records this credit as a reduction to cost of goods sold as applicable sales are made.

 

The Further Consolidated Appropriations Act of 2020 was passed by Congress and signed into law on December 20, 2019, retroactively reinstating the BTC for 2018 and 2019 and extending it through December 31, 2022. The Inflation Reduction Act (“IRA”) extended the BTC through December 31, 2024.

 

As part of each law from which the BTC was reinstated, small agri-biodiesel producers with production capacity not in excess of 60 million gallons were eligible for an additional income tax credit of $0.10 per gallon on the first 15 million gallons of agri-biodiesel sold (the “Small Agri-biodiesel Producer Tax Credit”). The Company is eligible for this credit and recognizes the credit in the same accounting period as the benefit from the BTC. The benefit of this credit is recognized as a component of income tax (benefit) provision.

 

The IRA created the clean fuel production credit (“CFPC”) for qualifying transportation fuel produced after 2024 and sold on or before December 31, 2027. The CFPC consolidates and replaces several fuel related credits set to expire December 31, 2024, including the BTC and the Small Agri-biodiesel Producer Tax Credit.

 

The CFPC is an income tax credit structured on a sliding scale so that producers become eligible for larger credits as the greenhouse gas (“GHG”) emissions of the fuels they produce approach zero. For producers meeting the prevailing wage and registered apprenticeship requirements, the maximum credit is $1.00 per gallon of nonaviation fuel.  For producers not meeting the prevailing wage and registered apprenticeship requirements, the maximum credit is 20 cents per nonaviation fuel gallon. In June 2024, when the Internal Revenue Service gave notice of the requirement, the Company applied for registration as a producer that meets the wage and registered apprenticeship requirements to receive the credit applicable to the level of GHG emissions for the fuel the Company produces.

 

 

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 receipt 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 is satisfied.

 

Certain of the Company's custom chemical contracts within the chemical segment contain a material right as defined by ASC Topic 606, Revenue from Contracts with Customers, 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  September 30, 2024 and  December 31, 2023 consist of unbilled revenue from one customer and unbilled capital reimbursement 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 and $506 for the three months and $0 and $538 for the nine months ended September 30, 2024 and 2023, respectively. 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 $936 and $444 for the three months and $2,539 and $2,402 for the nine months ended September 30, 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 balance of receivables, contract assets, and contract liabilities from contracts with customers.

 

Contract Assets and Liability Balances

 

September 30, 2024

   

December 31, 2023

 

Trade receivables, included in accounts receivable*

  $ 11,753     $ 15,897  

Contract assets, included in accounts receivable

    250       1,128  

Contract liabilities, included in deferred revenue - short-term

    3,928       3,656  

Contract liabilities, included in deferred revenue - long-term

    6,506       9,318  

 

*Exclusive of the BTC of $3,964 and $11,381, respectively, and net of allowances for expected credit losses of $136 and $55, respectively, as of the dates noted.

 

Transaction price allocated to the remaining performance obligations:

 

At September 30, 2024, approximately $10,434 of revenue is expected to be recognized from the remaining performance obligations. FutureFuel expects to recognize this revenue ratably over the expected sales over the expected term of its long-term contracts ranging from two to six years. Approximately 38% of this revenue is expected to be recognized over the next 12 months, and 62% is expected to be recognized over the subsequent 63 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 September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Contract revenue from customers with > one-year arrangements

  $ 8,966     $ 8,291     $ 26,941     $ 28,318  

Contract revenue from customers with < one-year arrangements

    42,119       108,406       154,723       247,757  

Revenue from non-contractual arrangements

    55       55       166       166  

Total revenue

  $ 51,140     $ 116,752     $ 181,830     $ 276,241  

 

Timing of revenue:

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Bill-and-hold revenue

  $ 10,211     $ 10,149     $ 32,875     $ 31,504  

Non-bill-and-hold revenue

    40,929       106,603       148,955       244,737  

Total revenue

  $ 51,140     $ 116,752     $ 181,830     $ 276,241  

 

As of September 30, 2024 and  December 31, 2023, $4,482 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, 2024

   

December 31, 2023

 

At average cost (approximates current cost)

               

Finished goods

  $ 7,914     $ 16,235  

Work in process

    748       611  

Raw materials and supplies

    22,732       25,532  
      31,394       42,378  

LIFO reserve

    (6,516 )     (9,400 )

Total inventory

  $ 24,878     $ 32,978  

 

A Last In First Out (“LIFO”) liquidation of $935 occurred in the nine months ended September 30, 2024. There was no liquidation in the twelve months ended December 31, 2023.

 

8

 
 

5)

DERIVATIVE INSTRUMENTS

 

The Company records all derivative instruments at fair value. Fair value is determined by using the closing prices of the derivative instruments on the New York Mercantile Exchange at the end of an accounting period. Changes in the fair value of 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. These instruments use inputs considered Level 1 holdings.

 

Fair value accounting pronouncements include a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of FutureFuel. Unobservable inputs are inputs that reflect FutureFuel’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

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.

 

Total 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 net gain of $1,947 (including settlements of $1,691) and a net loss of $102 (including settlement gains of $1,337) for the three and nine months ended September 30, 2024, and a net loss of $14,068 (including settlements of $7,286) and $1,373 (includingsettlement gains of $2,150) for the three and nine months ended September 30, 2023.

 

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

 

   

Asset (Liability)

 
   

September 30, 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)

    105     $ 297       354     $ 1,736  

 

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $322 and $745 at September 30, 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 September 30, 2024 and December 31, 2023, FutureFuel held no marketable equity and trust preferred (debt) securities. 

 

During the three months ended June 30, 2023, FutureFuel exited its position in marketable equity and trust preferred (debt) securities. The sale of these securities was recorded as a component of net income with gains of $575 in the nine months ended September 30, 2023.

 

 

7)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

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

 

   

September 30, 2024

   

December 31, 2023

 

Refundable deposit

  $ 6,500     $ -  

Accrued employee liabilities

    2,724       2,179  

Accrued property, franchise, motor fuel and other taxes

    1,378       1,346  

Lease liability, current

    93       389  

Other

    125       844  

Total

  $ 10,820     $ 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 the London Interbank Offered Rate 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. 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 September 30, 2024 or December 31, 2023.

 

11

 
 

9)

INCOME TAX PROVISION

 

The following table summarizes the income tax provision.  

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Income tax (benefit) provision

  $ (3 )   $ 12     $ 635     $ 34  

Effective tax rate

    0.3 %     0.4 %     4.8 %     0.2 %

 

The Company’s income tax benefit was insignificant in the three months ended September 30, 2024. In the nine months ended September 30, 2024, the provision was comprised primarily of an increase in the valuation allowance against net deferred assets, plus immaterial state taxes and miscellaneous items.  No deferred tax benefits on ongoing tax losses or other deferred tax assets have been recognized, reflecting management’s determination that none of the net deferred tax assets are more likely than not to be realized.  The three- and nine-month periods in 2023 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.

 

 

10)

EARNINGS PER SHARE

 

In the three and nine months ended September 30, 2024 and 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 September 30,

  

Nine Months Ended September 30,

 
  

2024

  

2023

  

2024

  

2023

 

Numerator:

                

Net (loss) income

  

$ (1,195)

   

$ 2,776

   

$ 12,706

   

$ 13,998

 

Denominator:

                

Weighted average shares outstanding – basic

  

43,763,243

   

43,763,243

   

43,763,243

   

43,763,243

 

Effect of dilutive securities:

                

Stock options and other awards

  

-

   

2,466

   

-

   

1,920

 

Weighted average shares outstanding – diluted

  

43,763,243

   

43,765,709

   

43,763,243

   

43,765,163

 
                 

Basic (loss) earnings per share

  

$ (0.03)

   

$ 0.06

   

$ 0.29

   

$ 0.32

 

Diluted (loss) earnings per share

  

$ (0.03)

   

$ 0.06

   

$ 0.29

   

$ 0.32

 


For each of the three and nine months ended September 30, 2024, 44,000 options to purchase FutureFuel’s common stock were excluded in the computation of diluted earnings per share as all were anti-dilutive. In the three and nine months ended September 30, 2023, 41,534 and 42,080 options, respectively, were excluded as all were anti-dilutive.

 

 

11)

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 with these related parties along with the associated expense from storage and terminalling services provided by these related parties.

 

12

 
 

12)

SEGMENT INFORMATION

 

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

 

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 September 30, 2024, FutureFuel held 5.0 million RINs with a fair market value of $2,556 and no cost. Comparatively, at September 30, 2023, FutureFuel held 4.2 million RINs with a fair market value of $6,971 and no cost and at December 31, 2023 4.3 million RINs were held with a fair market value of $6,567 and no cost. These fair values are considered Level 1 inputs.  

 

Summary of business by segment

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenue

                               

Custom chemicals

  $ 15,323     $ 14,454     $ 46,333     $ 46,650  

Performance chemicals

    2,605       3,393       8,890       11,834  

Chemical revenue

    17,928       17,847       55,223       58,484  

Biofuel revenue

    33,212       98,905       126,607       217,757  

Total Revenue

  $ 51,140     $ 116,752     $ 181,830     $ 276,241  
                                 

Segment gross profit (loss)

                               

Chemical

  $ 3,407     $ 6,878     $ 12,105     $ 21,917  

Biofuel

    (3,024 )     (3,008 )     1,942       (5,016 )

Total gross profit

  $ 383     $ 3,870     $ 14,047     $ 16,901  
                                 

Operating expenses

  $ 3,271     $ 3,573     $ 9,286     $ 9,936  

(Loss) income from operations

    (2,888 )     297       4,761       6,965  

Other income, net

    1,690       2,491       8,580       7,067  

(Loss) income before taxes

  $ (1,198 )   $ 2,788     $ 13,341     $ 14,032  

 

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

 
 

13)

LEGAL MATTERS

 

From time to time, FutureFuel and its subsidiaries 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.

 

During the three months ended June 30, 2024, the Company resolved a prior-year legal dispute which resulted in a cash payment of $2,750 to FutureFuel which is reflected in Other (expense) income in the Consolidated Statements of Operations and Comprehensive Income in the nine months ended September 30, 2024.

 

 
 

 

14

 

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

  

The following Management’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 Information” below for additional discussion regarding risks associated with forward-looking statements. 


Unless otherwise stated, all dollar amounts are in thousands.
 

Overview

 

Our Company is managed and reported in two reporting segments: chemicals and biofuels. Within the chemical segment are two product groupings: custom chemicals and performance chemicals. The custom product group is composed of specialty chemicals manufactured for a single customer whereas the performance product group is composed of chemicals manufactured for multiple customers. The biofuel segment is composed 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 September 30, 2024, we held 5.0 million D4 and D6 RINs with a fair market value of $2,556. Comparatively, as of September 30, 2023, FutureFuel held 4.2 million RINs with a fair market value of $6,971, and at December 31, 2023, 4.3 million RINs were held with a fair market value of $6,567.   

 

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,

 
                   

Dollar

   

%

 
   

2024

   

2023

   

Change

   

Change

 

Revenue

  $ 51,140     $ 116,752     $ (65,612 )     (56 )%

(Loss) income from operations

  $ (2,888 )   $ 297     $ (3,185 )  

na

 

Net (loss) income

  $ (1,195 )   $ 2,776     $ (3,971 )  

na

 

(Loss) earnings per common share:

                               

Basic

  $ (0.03 )   $ 0.06     $ (0.09 )  

na

 

Diluted

  $ (0.03 )   $ 0.06     $ (0.09 )   na  

Adjusted EBITDA

  $ (973 )   $ 9,659     $ (10,632 )  

na

 

 

   

Nine Months Ended September 30,

 
                   

Dollar

   

%

 
   

2024

   

2023

   

Change

   

Change

 

Revenue

  $ 181,830     $ 276,241     $ (94,411 )     (34 )%

Income from operations

  $ 4,761     $ 6,965     $ (2,204 )     (32 )%

Net income

  $ 12,706     $ 13,998     $ (1,292 )     (9 )%

Earnings per common share:

                               

Basic

  $ 0.29     $ 0.32     $ (0.03 )     (9 )%

Diluted

  $ 0.29     $ 0.32     $ (0.03 )     (9 )%

Adjusted EBITDA

  $ 13,042     $ 18,230     $ (5,188 )     (28 )%

 

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

 

16

 

We utilize commodity derivative instruments primarily to attempt to mitigate the effect of commodity price volatility and to provide greater certainty of cash flows associated with sales of our commodities. We utilize mark-to-market accounting to account for these instruments. Thus, our results in any given period can be impacted, 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 to adjusted EBITDA 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 nine months ended September 30, 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 to adjusted EBITDA in the prior year period as we believed it provided a relevant indicator of the underlying performance of our business.

 

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

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net (loss) income

  $ (1,195 )   $ 2,776     $ 12,706     $ 13,998  

Depreciation

    2,163       2,581       6,923       7,736  

Non-cash stock-based compensation

    91       -       113       -  

Interest and dividend income

    (1,830 )     (2,527 )     (6,151 )     (6,595 )

Non-cash interest expense and amortization of deferred financing costs

    34       35       103       102  

Loss on disposal of property and equipment

    24       -       24       8  

Unrealized (gain) loss on derivative instruments

    (257 )     6,782       1,439       3,523  

Gain on marketable securities

    -       -       -       (575 )

Other income

    -       -       (2,750 )     (1 )

Income tax (benefit) provision

    (3 )     12       635       34  

Adjusted EBITDA

  $ (973 )   $ 9,659     $ 13,042     $ 18,230  

 

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

 

   

Nine Months Ended September 30,

 
   

2024

    2023  

Net cash provided by operating activities

  $ 41,415     $ 8,458  

Deferred income taxes, net

    (618 )     -  

Interest and dividend income

    (6,151 )     (6,595 )

Income tax provision

    635       34  

Change in operating assets and liabilities, net

    (19,489 )     16,334  

Other income

    (2,750 )     (1 )

Adjusted EBITDA

  $ 13,042     $ 18,230  

 

17

 

Results of Operations 

 

Consolidated

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
                   

Change

                   

Change

 
   

2024

   

2023

   

Amount

   

%

   

2024

   

2023

   

Amount

   

%

 
                                                                 

Revenues

  $ 51,140     $ 116,752     $ (65,612 )     (56.2 )%   $ 181,830     $ 276,241     $ (94,411 )     (34.2 )%

Volume/product mix effect

                    (39,558 )     (33.9 )%                   $ (46,469 )     (16.8 )%

Price effect

                    (26,054 )     (22.3 )%                   $ (47,942 )     (17.4 )%
                                                                 

Gross profit

    383       3,870       (3,487 )   (90.1 )%   $ 14,047     $ 16,901     $ (2,854 )     (16.9 )%

Operating expenses

    (3,271 )     (3,573 )     302       8.5 %     (9,286 )     (9,936 )     650       6.5 %

Other income, net

    1,690       2,491       (801 )   (32.2 )%     8,580       7,067       1,513       21.4 %

Income tax (benefit) provision

    (3 )     12       (15 )   na       635       34       601       1767.6 %

Net (loss) income

  $ (1,195 )   $ 2,776     $ (3,971 )  

na

    $ 12,706     $ 13,998     $ (1,292 )     (9.2 )%

 

Consolidated revenue in the three months ended September 30, 2024, decreased $65,612 compared to the three months ended September 30, 2023. This decline was driven mostly by lower sales volumes in the biofuel segment of $41,015. Production issues, primarily stemming from delays by equipment suppliers that created an extended service utility downtime, which prevented us from building the biodiesel inventories we would typically have available to sell in the three months ended September 30, 2024. Also reducing sales revenue in the three-month period, were lower prices in the biofuel segment of $24,678 due to a decline in renewable fuel and RIN prices with market supply in excess of the EPA RIN mandate. In our chemical segment, sales revenue increased $81 for the three months ended September 30, 2024, compared to the prior-year period, due primarily to stronger sales volumes in the coatings market of $1,457, but was mostly offset by reduced chemical sales prices, $1,376, from chemicals sold into the agricultural and energy markets.

 

Consolidated revenue in the nine months ended September 30, 2024, decreased $94,411 compared to the nine months ended September 30, 2023. As noted above, this decline was driven mostly by lower sales volumes in the biofuel segment of $48,590 as production issues in the first three months of the year related to harsh winter weather and the production issues noted above in the three months ended September 30, 2024, prevented us from building the biodiesel inventories we would typically have available to sell during the current period.  Also reducing sales revenue in the nine-month period, were lower prices in the biofuel segment of $42,560 due to a decline in renewable fuel and RIN prices with market supply in excess of the EPA RIN mandate. In our chemical segment, sales revenue declined a net $3,261 ($5,382 on reduced prices on chemicals sold into the agricultural and energy markets partially offset by increased volumes in the energy market, $2,121), compared to the prior-year period.

 

Gross profit in the three months ended September 30, 2024, decreased $3,487 as compared to the same period of 2023, due primarily to:  (i) lower sales prices in the chemical agricultural and energy markets and (ii) reduced throughput of biofuel segment volumes primarily due to the issues noted above.

 

Gross profit in the nine months ended September 30, 2024 decreased $2,854 as compared to the same period of 2023, primarily due to:  (i) a reduction of RIN sales in the current nine-month period and (ii) the change in the adjustment in the carrying value of our inventory as determined utilizing the Last In First Out (“LIFO”) method of inventory accounting.  This adjustment increased gross profit $2,885 in the nine months ended September 30, 2024, as compared to an increase of $6,023 in the same period of 2023.  Gross profit was negatively impacted by the change in the activity of derivative instruments with a realized loss of $354 and unrealized loss of $1,696 in the nine months ended September 30, 2024, as compared to a realized gain of $9,437 and unrealized gain of $3,259 in the same period of 2023.  Gross profit was also negatively impacted in the nine-month period ended September 30, 2024, by higher costs resulting from the impact of extreme winter weather and the production issues noted above. 

 

Operating expenses

 

Operating expenses decreased $302 in the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The decrease was from lower administrative and research and development expenses. Operating expenses decreased $650 in the nine months ended September 30, 2024, as compared to the same period of 2023.  This decrease also resulted from lower research and development and administrative expenses.

 

Other income, net

 

Other income decreased a net $801 in the three months ended September 30, 2024, as compared to the same period of 2023 from lower interest income of $1,830 compared to $2,527 in the prior period. Other income increased a net $1,513 in the nine months ended September 30, 2024, from the receipt of a legal settlement of $2,750. Partially offsetting this increase was lower interest income of $6,151 compared to dividend and interest income of $6,595 and a gain of $575 on marketable securities in the same period of 2023.

 

18

 

Income tax (benefit) provision 

 

The Company’s income tax benefit was insignificant in the three months ended September 30, 2024. In the nine months ended September 30, 2024, the provision was comprised primarily of an increase in the valuation allowance against net deferred assets, plus immaterial state taxes and miscellaneous items.  No deferred tax benefits on ongoing tax losses or other deferred tax assets have been recognized, reflecting management’s determination that none of the net deferred tax assets 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.

 

Chemical Segment

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
                   

Change

                   

Change

 
   

2024

   

2023

   

Amount

   

%

   

2024

   

2023

   

Amount

   

%

 
                                                                 

Revenues

  $ 17,928     $ 17,847     $ 81       0.5 %   $ 55,223     $ 58,484     $ (3,261 )     (5.6 )%

Volume/product mix effect

                    1,457       8.2 %                   $ 2,121       3.6 %

Price effect

                    (1,376 )     (7.7 )%                   $ (5,382 )     (9.2 )%
                                                                 

Gross profit

  $ 3,407     $ 6,878     $ (3,471 )     (50.5 )%   $ 12,105     $ 21,917     $ (9,812 )     (44.8 )%

 

Chemical revenue in the three months ended September 30, 2024, increased 0.5% or $81 compared to the three months ended September 30, 2023. Revenue from custom chemicals for the three months ended September 30, 2024 totaled $15,323, a net increase of $869 from the same period in 2023, resulting from higher sales volumes of $1,791 from products sold in the agricultural and energy markets, which were partially offset by lower prices of $1,204. Performance chemicals revenue was $2,605, a decrease of $788 from the three months ended September 30, 2023. This decrease was mostly from lower sales volumes of glycerin due to reduced production resulting from the extended service utility downtime caused by equipment suppliers.

 

Chemical revenue in the nine months ended September 30, 2024, decreased 5.6% or $3,261 compared to the nine months ended September 30, 2023. Revenue from custom chemicals for the nine months ended September 30, 2024, totaled $46,333, a decrease of $317 from the same period in 2023. The sales revenue decline was from reduced sales prices of chemicals sold in the agricultural and energy markets. Partially offsetting these reductions were sales from increased volumes of chemicals sold into the automotive coatings market as well as sales of one new product into the coatings market. Performance chemicals revenue was $8,890, a decrease of $2,944 from the nine months ended September 30, 2023. The decrease was mostly from lower sales volumes and price of glycerin from reduced production.

 

Gross profit for the chemical segment for the three and nine months ended September 30, 2024, decreased $3,471 and $9,812 when compared to the same periods of 2023. This decrease was primarily from:  (i) reduced chemical sales prices in the agricultural and energy markets, (ii) reduced throughput as described above, and (iii) the change  in the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting. This adjustment decreased gross profit $418 in the current three-month period as compared to an increase in gross profit of $234 in the same period of the prior year. For the nine months, this adjustment increased gross profit $623 in the current period as compared to $1,105 in the same period of the prior year. 

  

19

 

Biofuel Segment

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
                   

Change

                   

Change

 
   

2024

   

2023

   

Amount

   

%

   

2024

   

2023

   

Amount

   

%

 
                                                                 

Revenues

  $ 33,212     $ 98,905     $ (65,693 )     (66.4 )%   $ 126,607     $ 217,757     $ (91,150 )     (41.9 )%

Volume/product mix effect

                    (41,015 )     (41.5 )%                   $ (48,590 )     (22.3 )%

Price effect

                    (24,678 )     (25.0 )%                   $ (42,560 )     (19.5 )%
                                                                 

Gross (loss) profit

  $ (3,024 )   $ (3,008 )   $ (16 )  

(0.5

)%   $ 1,942     $ (5,016 )   $ 6,958    

na

 

 

Biofuels revenue in the three months ended September 30, 2024, decreased $65,693 as compared to the same period of 2023. This decrease resulted from a 42% or $41,015 reduction in sales volume and a 25% or $24,678 reduction in the average price of fuel sold. The lower prices were driven in part by the reduction in D4 RIN prices as a result of the excess of D4 RINs of the EPA's mandated volumes. The volume reduction resulted from production issues, primarily stemming from delays by equipment suppliers that created an extended service utility downtime, which prevented us from building the biodiesel inventories we would typically have available to sell in the three months ended September 30, 2024.

 

Biofuels revenue in the nine months ended September 30, 2024, decreased $91,150 as compared to the same period of 2023. The decrease was primarily from a 22% or $48,590 reduction in sales volume and a 20% or $42,560 reduction in the average price of fuel sold. Additionally, production and sales volumes for the nine months ended September 30, 2024, were impacted by the extreme winter weather experienced in the first quarter of 2024.   

     

A significant portion of our biodiesel sold was to two and three major refiners/blenders in the three and nine months ended September 30, 2024, respectively, as compared to four and two in the three and nine months ended September 30, 2023, respectively. 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 because: (i) 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; (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-term purchase orders; and (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.

 

Biofuel gross loss was $3,024 in the three months ended September 30, 2024, a decrease in gross profit of $16 from the comparative period in 2023. This decrease primarily resulted from reduced sales volumes, primarily stemming from delays by equipment suppliers that created an extended service utility downtime, which prevented us from building the biodiesel inventories we would typically have available to sell in the three months ended September 30, 2024.  Also reducing gross profit was the change in the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting. This adjustment decreased gross profit $1,038 in the current three-month period as compared to an increase in gross profit of $2,294 in the same period of the prior year. Partially increasing gross profit was: (i) the change in the activity of derivative instruments with a realized gain of $1,691 and an unrealized gain of $256 in the current three-month period as compared to a realized loss of $7,286 and an unrealized loss of $6,782 in the same period of the prior year, and (ii) the change in the number of separated RINs held in inventory at September 30, 2024 with a fair market value of $2,556 as compared to $6,971 at September 30, 2023.  

 

Biofuel gross profit was $1,942 in the nine months ended September 30, 2024, an increase of $6,958 from the comparative period of 2023. This increase resulted from the change in the number of separated RINs held in inventory at September 30, for each year as noted above and the change in the activity of derivative instruments with an unrealized loss of $1,439 in the current nine-month period as compared to an unrealized loss of $3,523 in the same period of the prior year.  Partially reducing gross profit was the change in the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of accounting. This adjustment increased gross profit $2,262 in the current nine-month period as compared to an increase in gross profit of $4,918 in the same period of the prior year, and the change in the activity of derivative instruments with a realized gain of $1,337 in the current nine-month period as compared to a realized gain of $2,150 in the same nine months of the prior year. In addition, gross profit was negatively impacted by lower RIN prices and in the nine-month period ended September 30, 2024, from higher costs resulting from extreme winter weather in the first quarter of 2024.

 

For our derivative activity, we recognize all derivative instruments as either assets or liabilities at fair value in our consolidated balance sheets. 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 Topic 815, Derivatives and Hedging. None of the derivative instruments are designated and accounted for as hedges.  

 

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

 

   

Asset (Liability)

 
   

September 30, 2024

   

December 31, 2023

 
   

Contract Quantity

   

Fair Value

   

Contract Quantity

   

Fair Value

 

Regulated fixed price future commitments (in thousand barrels)

    105     $ 297       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.

 

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 additional information.

 

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 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 and we typically do not offer rebates.

 

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-hold transactions in which a performance obligation exists is recognized when the total performance obligation has been met and control of the product has transferred. Bill-and-hold transactions for the three and nine months ended September 30, 2024 and 2023 were related to custom chemicals customers whereby revenue was recognized in accordance with contractual agreements based upon product being produced and ready for use by the customer. These sales were subject to written monthly purchase orders. The product was custom manufactured and stored at the customer’s request and could not be sold to another buyer. Credit and payment terms for bill-and-hold customers are similar to other custom chemicals customers. Revenues under bill-and-hold arrangements were $10,211 and $32,875 for the three and nine months ended September 30, 2024, respectively. As of September 30, 2024 and December 31, 2023, $4,482 and $4,317 of bill-and-hold revenue had not shipped, respectively.

 

21

 

Liquidity and Capital Resources

 

Our net cash from operating activities, investing activities, and financing activities for the nine months ended September 30, 2024 and 2023 is set forth in the following table.

 

   

Nine Months Ended September 30,

 
   

2024

   

2023

 

Net cash provided by operating activities

  $ 41,415     $ 8,458  

Net cash (used in) provided by investing activities

    (10,176 )     29,716  

Net cash used in financing activities

    (117,285 )     (7,891 )

  

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 provided by operating activities was $41,415 in the nine months ended September 30, 2024, as compared to $8,458 in the same period of 2023. This increase in cash was primarily attributable to the change in accounts receivable, including accounts receivable - related parties, demonstrating a cash inflow of $15,729. Also contributing to the current period increase in cash was the change in inventory of $8,249, the change in accrued expenses and other current liabilities of $6,466, and the change in accounts payable, including accounts payable - related parties, of $4,749. Partially offsetting these cash inflows was the change in the fair value of derivative instruments of $2,084, and the change in net income of $1,292.

 

Investing Activities

 

Cash used in investing activities was $10,176 in the nine months ended September 30, 2024, as compared to cash provided by investing activities of $29,716 in the nine months ended September 30, 2023. This $39,892 decrease in cash was primarily due to the change in proceeds from the sale of marketable securities of $37,701 and included an increase in capital expenditure of $5,611. Partially offsetting these reductions in cash was the change in the collateralization of derivative instruments of $3,414.

 

Financing Activities

 

Cash used in financing activities was $117,285 and $7,891 in the nine months ended September 30, 2024 and 2023, respectively, primarily for payments of dividends on our common stock inclusive of a special dividend of $109,408 paid in the current nine-month period. 

 

22

 

Credit Facility

 

We have a credit agreement, as amended on March 30, 2020, with a syndicated group of commercial 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 March 30, 2025. See Note 8 to our consolidated financial statements for additional information regarding our credit agreement.

 

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

 

Dividends

 

On April 9, 2024, we paid a special dividend of $2.50 per share on our common stock which amounted to $109,408. The declaration of this special dividend was made in the first quarter of 2024. Regular cash dividends of $0.06 per share were paid on our common stock in each quarter of 2024 and 2023. The regular cash dividend amounted to $2,626 in each of the quarters of 2024 and 2023. The declaration of these regular quarterly cash dividends was made in the three months ended December 31, 2023, and December 31, 2022, respectively. 

 

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. Third parties have not placed significant restrictions on our working capital management decisions.

 

A significant portion of these funds were held in cash or cash equivalents at multiple financial institutions such as depositary accounts, money market accounts, and other similar accounts at selected financial institutions.

   

Off- Balance Sheet Arrangements

 

We engage in two types of transactions to mitigate the impacts of changes in prices for both commodity sales and purchases. First, for our biofuel sales, we enter into the purchase and sale of futures contracts and options on futures contracts of energy commodities. This activity was captured in our consolidated balance sheets at September 30, 2024, and December 31, 2023 as derivative instruments recorded in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”). Second, for our biofuel feedstocks, we execute purchase contracts and supply agreements with certain vendors that may meet the normal purchase and normal sales exception of ASC 815. These transactions are recognized in earnings and were not recorded in our consolidated balance sheets at September 30, 2024, or December 31, 2023 to the extent that we are able to apply the normal purchase and normal sales exception of ASC 815. 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 profit, as 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, biofuel 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 sales 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 biofuel prices, we may enter into exchange-traded commodity futures and options contracts. We account for these derivative instruments in accordance with ASC 815. 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 nine months of 2024 or 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 the 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. At September 30, 2024 and December 31, 2023, the fair value of our derivative instruments was a net asset of $297 and $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 composed of yellow grease, used cooking oil, and cottonseed oil. The availability and price of these items are subject to 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 nine months of 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

    226,617  

LB

    10 %   $ 9,664       68.8 %

Methanol

    38,379  

LB

    10 %     603       4.3 %

Electricity

    79  

MWH

    10 %     432       3.1 %

Sodium Methylate

    7,842  

LB

    10 %     375       2.7 %

Coal

    24  

TON

    10 %     259       1.8 %

Natural Gas

    827  

MCF

    10 %     211       1.5 %

 

(a) Volume requirements and average price information are based upon volumes used and prices obtained for the nine months ended September 30, 2024. Volume requirements may differ materially from these quantities in future years as our business evolves.

 

We had no borrowings at September 30, 2024, or December 31, 2023, 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 September 30, 2024, were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act are recorded, processed, summarized, and reported accurately and within the time periods specified in the SEC's rules and forms.

 

Changes in Internal Control over Financial Reporting

 

There were no changes 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 the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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 Annual Report on Form 10-K, as amended, for the year ended December 31, 2023.

 

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.

 

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 September 30, 2024.

 

27

 

 

Item 6. Exhibits.

 

Exhibit

Description

3.1 Fourth 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)
3.2 FutureFuel Corp.'s Bylaws (incorporated by reference to Exhibit No. 3.2.a to Form 10 filed April 24, 2007)
4.1 Registrations 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)
4.2 Description of common stock (incorporated by reference to Exhibit No. 4.2 to Form 10-K filed March 16, 2021).
10.1 Employment Agreement, dated August 16, 2024, by and between Roeland Polet and FutureFuel Corp. (incorporated by reference to Exhibit 10.1 to Form 8-K filed August 20, 2024).

31.1

Certification by the Chief Executive Officer of FutureFuel Corp. as required by Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification by the Chief Financial Officer of FutureFuel Corp. as required by Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification by the Chief Executive Officer and Chief Financial Officer of FutureFuel Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the 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

104 Cover 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.

   

28

 

Special Note Regarding Forward-Looking Information

 

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

 

These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, those set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in FutureFuel’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2023 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.

 

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/ Roeland Polet

 

 

 

 

Roeland Polet, Chief Executive Officer

 

 

 

 

Date: November 8, 2024

 

 

 

 

 

 

By:    

/s/ Rose M. Sparks

 

 

 

 

Rose M. Sparks, Chief Financial Officer

 

and Principal Financial Officer  

 

 

 

 

Date: November 8, 2024

 

 

30

Exhibit 31.1

 

Certification

 

 

I, Roeland Polet, certify that:

 

 

1.

I have reviewed this report on Form 10-Q of FutureFuel Corp. (the "registrant").

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

 

3.

Based on my knowledge, the financial statements, and the other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

 

 

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially effect, the registrant's internal control over financial reporting.

 

 

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date:   November 8, 2024

   
     

/s/ Roeland Polet

 

Roeland Polet, Chief Executive Officer

 

 

 

 

Exhibit 31.2

 

Certification

 

 

I, Rose M. Sparks, certify that:

 

 

1.

I have reviewed this report on Form 10-Q of FutureFuel Corp. (the "registrant").

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

 

3.

Based on my knowledge, the financial statements, and the other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

 

 

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially effect, the registrant's internal control over financial reporting.

 

 

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

  

 

Date:  November 8, 2024

   
     

/s/ Rose M. Sparks  

 

Rose M. Sparks, Chief Financial Officer

 

and Principal Financial Officer  

 

 

 

 

Exhibit  32.1

Certification  Pursuant to 18

U.S.C. §1350, As Adopted

Pursuant  to

§906 of the Sarbanes -Oxley Act of 2002

 

In connection with the Quarterly Report of FutureFuel Corp. (the "Company") on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

 

1.

The Report fully complies with the requirements of §13(a) of the Securities Exchange Act of 1934, as amended.

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

   

/s/ Roeland Polet

 
   

Roeland Polet,

 
   

Chief Executive Officer   

 
       
       
   

/s/ Rose M. Sparks

 
   

Rose M. Sparks, Chief Financial Officer    

 
   

and Principal Financial Officer   

 
       
       
   

November 8, 2024

 

 

 

 
v3.24.3
Document And Entity Information - shares
9 Months Ended
Sep. 30, 2024
Nov. 08, 2024
Document Information [Line Items]    
Entity Central Index Key 0001337298  
Entity Registrant Name FUTUREFUEL CORP.  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 0-52577  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 20-3340900  
Entity Address, Address Line One 8235 Forsyth Blvd., Suite 400  
Entity Address, City or Town St Louis  
Entity Address, State or Province MO  
Entity Address, Postal Zip Code 63105  
City Area Code 314  
Local Phone Number 854-8352  
Title of 12(b) Security Common Stock  
Trading Symbol FF  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   43,763,243
v3.24.3
Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Assets    
Cash and cash equivalents $ 133,398 $ 219,444
Accounts receivable, inclusive of the blenders’ tax credit of $3,964 and $11,381, respectively, and net of allowances for expected credit losses of $136 and $55, respectively 15,967 28,406
Accounts receivable – related parties 0 1
Inventory, net 24,878 32,978
Income tax receivable 0 1,940
Prepaid expenses 964 4,346
Prepaid expenses – related parties 12 12
Other current assets 1,018 3,419
Total current assets 176,237 290,546
Property, plant and equipment, net 76,815 72,711
Other assets 3,414 3,824
Total noncurrent assets 80,229 76,535
Total Assets 256,466 367,081
Liabilities and Stockholders’ Equity    
Accounts payable 11,587 22,178
Accounts payable – related parties 124 42
Income tax payable 359 0
Deferred revenue – current 4,135 3,863
Dividends payable 2,626 10,503
Accrued expenses and other current liabilities 10,820 4,758
Total current liabilities 29,651 41,344
Deferred revenue – non-current 9,593 12,570
Noncurrent deferred income taxes 618 0
Other noncurrent liabilities 3,313 3,287
Total noncurrent liabilities 13,524 15,857
Total liabilities 43,175 57,201
Commitments and contingencies (See Note 13)
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding 0 0
Common stock, $0.0001 par value, 75,000,000 shares authorized, 43,763,243 shares issued and outstanding as of September 30, 2024 and December 31, 2023 4 4
Additional paid in capital 204,911 282,489
Retained earnings 8,376 27,387
Total stockholders’ equity 213,291 309,880
Total Liabilities and Stockholders’ Equity $ 256,466 $ 367,081
v3.24.3
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Allowance for bad debt $ 136 $ 55
Accounts receivable, tax credit 3,964 11,381
Accounts payable, Blenders' Tax Credit Rebates $ 890 $ 890
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 5,000,000 5,000,000
Preferred stock, shares issued (in shares) 0  
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 75,000,000 75,000,000
Common stock, shares issued (in shares) 43,763,243 43,763,243
Common stock, shares outstanding (in shares) 43,763,243 43,763,243
v3.24.3
Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue $ 51,140 $ 116,752 $ 181,830 $ 276,241
Gross profit 383 3,870 14,047 16,901
Selling, general, and administrative expenses        
Compensation expense 1,140 1,010 3,188 3,102
Other expense 994 1,247 2,833 3,130
Related party expense 156 153 462 462
Research and development expenses 981 1,163 2,803 3,242
Total operating expenses 3,271 3,573 9,286 9,936
(Loss) income from operations (2,888) 297 4,761 6,965
Interest and dividend income 1,830 2,527 6,151 6,595
Interest expense (35) (36) (104) (103)
Gain on marketable securities 0 0 0 575
Other (expense) income (105) 0 2,533 0
Other income, net 1,690 2,491 8,580 7,067
(Loss) income before taxes (1,198) 2,788 13,341 14,032
Income tax (benefit) provision (3) 12 635 34
Net (loss) income $ (1,195) $ 2,776 $ 12,706 $ 13,998
(Loss) earnings per common share        
Basic (in dollars per share) $ (0.03) $ 0.06 $ 0.29 $ 0.32
Diluted (in dollars per share) $ (0.03) $ 0.06 $ 0.29 $ 0.32
Weighted average shares outstanding        
Basic (in shares) 43,763,243 43,763,243 43,763,243 43,763,243
Diluted (in shares) 43,763,243 43,765,709 43,763,243 43,765,163
Comprehensive (loss) income        
Net (loss) income $ (1,195) $ 2,776 $ 12,706 $ 13,998
Other comprehensive income from unrealized net gains on available-for-sale debt securities 0 0 0 2
Income tax effect 0 0 0 (1)
Total other comprehensive income, net of tax 0 0 0 1
Comprehensive (loss) income (1,195) 2,776 12,706 13,999
Non-related Parties [Member]        
Revenue 51,140 116,752 181,830 276,221
Non-related Parties [Member] | Excluding Shipping and Handling [Member]        
Cost of goods sold 50,152 113,328 165,644 257,890
Non-related Parties [Member] | Shipping and Handling [Member]        
Cost of goods sold 532 244 1,939 2,018
Related Parties [Member]        
Revenue 0 0 0 20
Related Parties [Member] | Excluding Shipping and Handling [Member]        
Cost of goods sold 36 (728) 63 (700)
Related Parties [Member] | Shipping and Handling [Member]        
Cost of goods sold $ 37 $ 38 $ 137 $ 132
v3.24.3
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Common Stock [Member]
AOCI Attributable to Parent [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance (in shares) at Dec. 31, 2022 43,763,243        
Balance at Dec. 31, 2022 $ 4 $ (1) $ 282,489 $ 508 $ 283,000
Net (loss) income $ 0 0 0 21,081 21,081
Balance (in shares) at Mar. 31, 2023 43,763,243        
Balance at Mar. 31, 2023 $ 4 16 282,489 21,589 304,098
Other comprehensive income 0 17 0 0 17
Other comprehensive loss $ 0 17 0 0 17
Balance (in shares) at Dec. 31, 2022 43,763,243        
Balance at Dec. 31, 2022 $ 4 (1) 282,489 508 283,000
Net (loss) income         13,998
Balance (in shares) at Sep. 30, 2023 43,763,243        
Balance at Sep. 30, 2023 $ 4 0 282,489 14,506 296,999
Balance (in shares) at Mar. 31, 2023 43,763,243        
Balance at Mar. 31, 2023 $ 4 16 282,489 21,589 304,098
Net (loss) income $ 0 0 0 (9,859) (9,859)
Balance (in shares) at Jun. 30, 2023 43,763,243        
Balance at Jun. 30, 2023 $ 4 0 282,489 11,730 294,223
Other comprehensive income 0 (16) 0 0 (16)
Other comprehensive loss 0 (16) 0 0 (16)
Net (loss) income $ 0 0 0 2,776 2,776
Balance (in shares) at Sep. 30, 2023 43,763,243        
Balance at Sep. 30, 2023 $ 4 0 282,489 14,506 296,999
Balance (in shares) at Dec. 31, 2023 43,763,243        
Balance at Dec. 31, 2023 $ 4 0 282,489 27,387 309,880
Cash dividends declared, $2.50 per common share 0 0   (31,717) (109,408)
Cash dividends declared, $2.50 per common share     (77,691)    
Stock based compensation 0 0 22 0 22
Net (loss) income $ 0 0 0 4,330 4,330
Balance (in shares) at Mar. 31, 2024 43,763,243        
Balance at Mar. 31, 2024 $ 4 0 204,820 0 204,824
Balance (in shares) at Dec. 31, 2023 43,763,243        
Balance at Dec. 31, 2023 $ 4 0 282,489 27,387 309,880
Net (loss) income         12,706
Balance (in shares) at Sep. 30, 2024 43,763,243        
Balance at Sep. 30, 2024 $ 4 0 204,911 8,376 213,291
Balance (in shares) at Mar. 31, 2024 43,763,243        
Balance at Mar. 31, 2024 $ 4 0 204,820 0 204,824
Net (loss) income $ 0 0 0 9,571 9,571
Balance (in shares) at Jun. 30, 2024 43,763,243        
Balance at Jun. 30, 2024 $ 4 0 204,820 9,571 214,395
Stock based compensation 0 0 91 0 91
Net (loss) income $ 0 0 0 (1,195) (1,195)
Balance (in shares) at Sep. 30, 2024 43,763,243        
Balance at Sep. 30, 2024 $ 4 $ 0 $ 204,911 $ 8,376 $ 213,291
v3.24.3
Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals)
3 Months Ended
Mar. 31, 2024
$ / shares
Dividends declared, per share (in dollars per share) $ 2.5
v3.24.3
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities    
Net income $ 12,706 $ 13,998
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation 6,923 7,736
Amortization of deferred financing costs 77 75
Provision for deferred income taxes 618 0
Change in fair value of equity securities 0 (3,117)
Change in fair value of derivative instruments 1,439 3,523
Loss on the sale of investments 0 2,543
Stock based compensation 113 0
Loss on disposal of property and equipment 24 8
Noncash interest expense 26 26
Changes in operating assets and liabilities:    
Accounts receivable 12,439 (3,295)
Accounts receivable – related parties 1 6
Inventory 8,100 (149)
Income tax receivable 1,940 32
Prepaid expenses 3,382 2,700
Other assets 872 963
Accounts payable (11,043) (14,910)
Accounts payable - related parties 82 (800)
Income tax payable 359 0
Accrued expenses and other current liabilities 6,062 (404)
Deferred revenue (2,705) (2,030)
Other noncurrent liabilities 0 1,553
Net cash provided by operating activities 41,415 8,458
Cash flows from investing activities    
Collateralization of derivative instruments 423 (2,991)
Proceeds from the sale of marketable securities 0 37,701
Proceeds from the sale of property and equipment 6 0
Capital expenditures (10,605) (4,994)
Net cash (used in) provided by investing activities (10,176) 29,716
Cash flows from financing activities    
Payment of dividends (117,285) (7,877)
Deferred financing costs 0 (14)
Net cash used in financing activities (117,285) (7,891)
Net change in cash and cash equivalents (86,046) 30,283
Cash and cash equivalents at beginning of period 219,444 175,640
Cash and cash equivalents at end of period 133,398 205,923
Noncash capital expenditures $ 452 $ 518
v3.24.3
Note 1 - Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

1)

SIGNIFICANT ACCOUNTING POLICIES

 

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 the Company's 2023 Annual Report on Form 10-K, as amended, inclusive of the audited consolidated financial statements, and should be read in conjunction with these consolidated financial 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-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. The majority of FFC Grain, L.LC.'s assets were disposed of during the current three-month period as the idle subsidiary is being dissolved. Intercompany transactions and balances have been eliminated in consolidation.

 

Recently Adopted Accounting Standards

 

The Company had no recently adopted accounting standards updates (“ASU”).

  

Accounting Standards Issued Not Yet Adopted as of September 30, 2024

 

ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures: The FASB issued this update in November 2023 which aims to improve disclosures about a public entity’s reportable segments. These changes will affect the Company’s segment reporting beginning with its Annual Report for the year ended December 31, 2024, and will be applied retrospectively to all prior periods presented. 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. Management believes the adoption of this ASU will have a minimal impact on the Company’s financial statements and related disclosures.

 

ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures: The FASB issued this update in December 2023 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. The Company will adopt the new standard effective for the year ended December 31, 2025, and does not expect the adoption to have a material impact on its financial statements and disclosures. 

 

ASU No. 2024-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses: The FASB issued this update in November 2024 which aims to provide investors with more useful information about an entity’s expenses by improving disclosures on income statement expenses. The amendments in this ASU require all public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.  Early adoption is permitted. The Company is evaluating this accounting standard and does not expect the adoption to have a material impact on its financial statements and disclosures.

 

v3.24.3
Note 2 - Government Tax Credits
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Other Income and Other Expense Disclosure [Text Block]

2)

GOVERNMENT TAX CREDITS

 

BIODIESEL BLENDERS' TAX CREDIT, SMALL AGRI-BIODIESEL PRODUCER TAX CREDIT, and CLEAN FUEL PRODUCTION 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 Company records this credit as a reduction to cost of goods sold as applicable sales are made.

 

The Further Consolidated Appropriations Act of 2020 was passed by Congress and signed into law on December 20, 2019, retroactively reinstating the BTC for 2018 and 2019 and extending it through December 31, 2022. The Inflation Reduction Act (“IRA”) extended the BTC through December 31, 2024.

 

As part of each law from which the BTC was reinstated, small agri-biodiesel producers with production capacity not in excess of 60 million gallons were eligible for an additional income tax credit of $0.10 per gallon on the first 15 million gallons of agri-biodiesel sold (the “Small Agri-biodiesel Producer Tax Credit”). The Company is eligible for this credit and recognizes the credit in the same accounting period as the benefit from the BTC. The benefit of this credit is recognized as a component of income tax (benefit) provision.

 

The IRA created the clean fuel production credit (“CFPC”) for qualifying transportation fuel produced after 2024 and sold on or before December 31, 2027. The CFPC consolidates and replaces several fuel related credits set to expire December 31, 2024, including the BTC and the Small Agri-biodiesel Producer Tax Credit.

 

The CFPC is an income tax credit structured on a sliding scale so that producers become eligible for larger credits as the greenhouse gas (“GHG”) emissions of the fuels they produce approach zero. For producers meeting the prevailing wage and registered apprenticeship requirements, the maximum credit is $1.00 per gallon of nonaviation fuel.  For producers not meeting the prevailing wage and registered apprenticeship requirements, the maximum credit is 20 cents per nonaviation fuel gallon. In June 2024, when the Internal Revenue Service gave notice of the requirement, the Company applied for registration as a producer that meets the wage and registered apprenticeship requirements to receive the credit applicable to the level of GHG emissions for the fuel the Company produces.

 

 

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 receipt of the credit. 

 

v3.24.3
Note 3 - Revenue Recognition
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

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 is satisfied.

 

Certain of the Company's custom chemical contracts within the chemical segment contain a material right as defined by ASC Topic 606, Revenue from Contracts with Customers, 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  September 30, 2024 and  December 31, 2023 consist of unbilled revenue from one customer and unbilled capital reimbursement 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 and $506 for the three months and $0 and $538 for the nine months ended September 30, 2024 and 2023, respectively. 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 $936 and $444 for the three months and $2,539 and $2,402 for the nine months ended September 30, 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 balance of receivables, contract assets, and contract liabilities from contracts with customers.

 

Contract Assets and Liability Balances

 

September 30, 2024

   

December 31, 2023

 

Trade receivables, included in accounts receivable*

  $ 11,753     $ 15,897  

Contract assets, included in accounts receivable

    250       1,128  

Contract liabilities, included in deferred revenue - short-term

    3,928       3,656  

Contract liabilities, included in deferred revenue - long-term

    6,506       9,318  

 

*Exclusive of the BTC of $3,964 and $11,381, respectively, and net of allowances for expected credit losses of $136 and $55, respectively, as of the dates noted.

 

Transaction price allocated to the remaining performance obligations:

 

At September 30, 2024, approximately $10,434 of revenue is expected to be recognized from the remaining performance obligations. FutureFuel expects to recognize this revenue ratably over the expected sales over the expected term of its long-term contracts ranging from two to six years. Approximately 38% of this revenue is expected to be recognized over the next 12 months, and 62% is expected to be recognized over the subsequent 63 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.

 

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 September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Contract revenue from customers with > one-year arrangements

  $ 8,966     $ 8,291     $ 26,941     $ 28,318  

Contract revenue from customers with < one-year arrangements

    42,119       108,406       154,723       247,757  

Revenue from non-contractual arrangements

    55       55       166       166  

Total revenue

  $ 51,140     $ 116,752     $ 181,830     $ 276,241  

 

Timing of revenue:

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Bill-and-hold revenue

  $ 10,211     $ 10,149     $ 32,875     $ 31,504  

Non-bill-and-hold revenue

    40,929       106,603       148,955       244,737  

Total revenue

  $ 51,140     $ 116,752     $ 181,830     $ 276,241  

 

As of September 30, 2024 and  December 31, 2023, $4,482 and $4,317 of bill-and-hold revenue had not shipped, respectively. 

v3.24.3
Note 4 - Inventory
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

4)

INVENTORY

 

The carrying values of inventory were as follows as of:

 

   

September 30, 2024

   

December 31, 2023

 

At average cost (approximates current cost)

               

Finished goods

  $ 7,914     $ 16,235  

Work in process

    748       611  

Raw materials and supplies

    22,732       25,532  
      31,394       42,378  

LIFO reserve

    (6,516 )     (9,400 )

Total inventory

  $ 24,878     $ 32,978  

 

A Last In First Out (“LIFO”) liquidation of $935 occurred in the nine months ended September 30, 2024. There was no liquidation in the twelve months ended December 31, 2023.

 

v3.24.3
Note 5 - Derivative Instruments
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Derivative Instruments and Hedging Activities Disclosure [Text Block]

5)

DERIVATIVE INSTRUMENTS

 

The Company records all derivative instruments at fair value. Fair value is determined by using the closing prices of the derivative instruments on the New York Mercantile Exchange at the end of an accounting period. Changes in the fair value of 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. These instruments use inputs considered Level 1 holdings.

 

Fair value accounting pronouncements include a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of FutureFuel. Unobservable inputs are inputs that reflect FutureFuel’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

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.

 

Total 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 net gain of $1,947 (including settlements of $1,691) and a net loss of $102 (including settlement gains of $1,337) for the three and nine months ended September 30, 2024, and a net loss of $14,068 (including settlements of $7,286) and $1,373 (includingsettlement gains of $2,150) for the three and nine months ended September 30, 2023.

 

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

 

   

Asset (Liability)

 
   

September 30, 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)

    105     $ 297       354     $ 1,736  

 

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $322 and $745 at September 30, 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.

 

v3.24.3
Note 6 - Marketable Securities
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Cash, Cash Equivalents, and Marketable Securities [Text Block]

6)

MARKETABLE SECURITIES

 

At September 30, 2024 and December 31, 2023, FutureFuel held no marketable equity and trust preferred (debt) securities. 

 

During the three months ended June 30, 2023, FutureFuel exited its position in marketable equity and trust preferred (debt) securities. The sale of these securities was recorded as a component of net income with gains of $575 in the nine months ended September 30, 2023.

v3.24.3
Note 7 - Accrued Expenses and Other Current Liabilities
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

7)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

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

 

   

September 30, 2024

   

December 31, 2023

 

Refundable deposit

  $ 6,500     $ -  

Accrued employee liabilities

    2,724       2,179  

Accrued property, franchise, motor fuel and other taxes

    1,378       1,346  

Lease liability, current

    93       389  

Other

    125       844  

Total

  $ 10,820     $ 4,758  

 

 

 

v3.24.3
Note 8 - Borrowings
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

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 the London Interbank Offered Rate 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. 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 September 30, 2024 or December 31, 2023.

 

v3.24.3
Note 9 - Income Tax Provision
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

9)

INCOME TAX PROVISION

 

The following table summarizes the income tax provision.  

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Income tax (benefit) provision

  $ (3 )   $ 12     $ 635     $ 34  

Effective tax rate

    0.3 %     0.4 %     4.8 %     0.2 %

 

The Company’s income tax benefit was insignificant in the three months ended September 30, 2024. In the nine months ended September 30, 2024, the provision was comprised primarily of an increase in the valuation allowance against net deferred assets, plus immaterial state taxes and miscellaneous items.  No deferred tax benefits on ongoing tax losses or other deferred tax assets have been recognized, reflecting management’s determination that none of the net deferred tax assets are more likely than not to be realized.  The three- and nine-month periods in 2023 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.

 

v3.24.3
Note 10 - Earnings Per Share
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

10)

EARNINGS PER SHARE

 

In the three and nine months ended September 30, 2024 and 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 September 30,

  

Nine Months Ended September 30,

 
  

2024

  

2023

  

2024

  

2023

 

Numerator:

                

Net (loss) income

  

$ (1,195)

   

$ 2,776

   

$ 12,706

   

$ 13,998

 

Denominator:

                

Weighted average shares outstanding – basic

  

43,763,243

   

43,763,243

   

43,763,243

   

43,763,243

 

Effect of dilutive securities:

                

Stock options and other awards

  

-

   

2,466

   

-

   

1,920

 

Weighted average shares outstanding – diluted

  

43,763,243

   

43,765,709

   

43,763,243

   

43,765,163

 
                 

Basic (loss) earnings per share

  

$ (0.03)

   

$ 0.06

   

$ 0.29

   

$ 0.32

 

Diluted (loss) earnings per share

  

$ (0.03)

   

$ 0.06

   

$ 0.29

   

$ 0.32

 


For each of the three and nine months ended September 30, 2024, 44,000 options to purchase FutureFuel’s common stock were excluded in the computation of diluted earnings per share as all were anti-dilutive. In the three and nine months ended September 30, 2023, 41,534 and 42,080 options, respectively, were excluded as all were anti-dilutive.

 

v3.24.3
Note 11 - Related Party Transactions
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

11)

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 with these related parties along with the associated expense from storage and terminalling services provided by these related parties.

 

v3.24.3
Note 12 - Segment Information
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

12)

SEGMENT INFORMATION

 

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

 

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 September 30, 2024, FutureFuel held 5.0 million RINs with a fair market value of $2,556 and no cost. Comparatively, at September 30, 2023, FutureFuel held 4.2 million RINs with a fair market value of $6,971 and no cost and at December 31, 2023 4.3 million RINs were held with a fair market value of $6,567 and no cost. These fair values are considered Level 1 inputs.  

 

Summary of business by segment

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenue

                               

Custom chemicals

  $ 15,323     $ 14,454     $ 46,333     $ 46,650  

Performance chemicals

    2,605       3,393       8,890       11,834  

Chemical revenue

    17,928       17,847       55,223       58,484  

Biofuel revenue

    33,212       98,905       126,607       217,757  

Total Revenue

  $ 51,140     $ 116,752     $ 181,830     $ 276,241  
                                 

Segment gross profit (loss)

                               

Chemical

  $ 3,407     $ 6,878     $ 12,105     $ 21,917  

Biofuel

    (3,024 )     (3,008 )     1,942       (5,016 )

Total gross profit

  $ 383     $ 3,870     $ 14,047     $ 16,901  
                                 

Operating expenses

  $ 3,271     $ 3,573     $ 9,286     $ 9,936  

(Loss) income from operations

    (2,888 )     297       4,761       6,965  

Other income, net

    1,690       2,491       8,580       7,067  

(Loss) income before taxes

  $ (1,198 )   $ 2,788     $ 13,341     $ 14,032  

 

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.

 

v3.24.3
Note 13 - Legal Matters
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Legal Matters and Contingencies [Text Block]

13)

LEGAL MATTERS

 

From time to time, FutureFuel and its subsidiaries 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.

 

During the three months ended June 30, 2024, the Company resolved a prior-year legal dispute which resulted in a cash payment of $2,750 to FutureFuel which is reflected in Other (expense) income in the Consolidated Statements of Operations and Comprehensive Income in the nine months ended September 30, 2024.

v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Insider Trading Arr Line Items  
Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.24.3
Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

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 the Company's 2023 Annual Report on Form 10-K, as amended, inclusive of the audited consolidated financial statements, and should be read in conjunction with these consolidated financial 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-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. The majority of FFC Grain, L.LC.'s assets were disposed of during the current three-month period as the idle subsidiary is being dissolved. Intercompany transactions and balances have been eliminated in consolidation.

 

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Standards

 

The Company had no recently adopted accounting standards updates (“ASU”).

  

Accounting Standards Issued Not Yet Adopted as of September 30, 2024

 

ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures: The FASB issued this update in November 2023 which aims to improve disclosures about a public entity’s reportable segments. These changes will affect the Company’s segment reporting beginning with its Annual Report for the year ended December 31, 2024, and will be applied retrospectively to all prior periods presented. 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. Management believes the adoption of this ASU will have a minimal impact on the Company’s financial statements and related disclosures.

 

ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures: The FASB issued this update in December 2023 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. The Company will adopt the new standard effective for the year ended December 31, 2025, and does not expect the adoption to have a material impact on its financial statements and disclosures. 

 

ASU No. 2024-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses: The FASB issued this update in November 2024 which aims to provide investors with more useful information about an entity’s expenses by improving disclosures on income statement expenses. The amendments in this ASU require all public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.  Early adoption is permitted. The Company is evaluating this accounting standard and does not expect the adoption to have a material impact on its financial statements and disclosures.

v3.24.3
Note 3 - Revenue Recognition (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]

Contract Assets and Liability Balances

 

September 30, 2024

   

December 31, 2023

 

Trade receivables, included in accounts receivable*

  $ 11,753     $ 15,897  

Contract assets, included in accounts receivable

    250       1,128  

Contract liabilities, included in deferred revenue - short-term

    3,928       3,656  

Contract liabilities, included in deferred revenue - long-term

    6,506       9,318  
Disaggregation of Revenue [Table Text Block]
   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Contract revenue from customers with > one-year arrangements

  $ 8,966     $ 8,291     $ 26,941     $ 28,318  

Contract revenue from customers with < one-year arrangements

    42,119       108,406       154,723       247,757  

Revenue from non-contractual arrangements

    55       55       166       166  

Total revenue

  $ 51,140     $ 116,752     $ 181,830     $ 276,241  
   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Bill-and-hold revenue

  $ 10,211     $ 10,149     $ 32,875     $ 31,504  

Non-bill-and-hold revenue

    40,929       106,603       148,955       244,737  

Total revenue

  $ 51,140     $ 116,752     $ 181,830     $ 276,241  
v3.24.3
Note 4 - Inventory (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
   

September 30, 2024

   

December 31, 2023

 

At average cost (approximates current cost)

               

Finished goods

  $ 7,914     $ 16,235  

Work in process

    748       611  

Raw materials and supplies

    22,732       25,532  
      31,394       42,378  

LIFO reserve

    (6,516 )     (9,400 )

Total inventory

  $ 24,878     $ 32,978  
v3.24.3
Note 5 - Derivative Instruments (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Derivative Instruments [Table Text Block]
   

Asset (Liability)

 
   

September 30, 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)

    105     $ 297       354     $ 1,736  
v3.24.3
Note 7 - Accrued Expenses and Other Current Liabilities (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Accrued Liabilities [Table Text Block]
   

September 30, 2024

   

December 31, 2023

 

Refundable deposit

  $ 6,500     $ -  

Accrued employee liabilities

    2,724       2,179  

Accrued property, franchise, motor fuel and other taxes

    1,378       1,346  

Lease liability, current

    93       389  

Other

    125       844  

Total

  $ 10,820     $ 4,758  
v3.24.3
Note 8 - Borrowings (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Long-Term Debt Instruments [Table Text Block]
  

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%
v3.24.3
Note 9 - Income Tax Provision (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]
   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Income tax (benefit) provision

  $ (3 )   $ 12     $ 635     $ 34  

Effective tax rate

    0.3 %     0.4 %     4.8 %     0.2 %
v3.24.3
Note 10 - Earnings Per Share (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2024

  

2023

  

2024

  

2023

 

Numerator:

                

Net (loss) income

  

$ (1,195)

   

$ 2,776

   

$ 12,706

   

$ 13,998

 

Denominator:

                

Weighted average shares outstanding – basic

  

43,763,243

   

43,763,243

   

43,763,243

   

43,763,243

 

Effect of dilutive securities:

                

Stock options and other awards

  

-

   

2,466

   

-

   

1,920

 

Weighted average shares outstanding – diluted

  

43,763,243

   

43,765,709

   

43,763,243

   

43,765,163

 
                 

Basic (loss) earnings per share

  

$ (0.03)

   

$ 0.06

   

$ 0.29

   

$ 0.32

 

Diluted (loss) earnings per share

  

$ (0.03)

   

$ 0.06

   

$ 0.29

   

$ 0.32

 
v3.24.3
Note 12 - Segment Information (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenue

                               

Custom chemicals

  $ 15,323     $ 14,454     $ 46,333     $ 46,650  

Performance chemicals

    2,605       3,393       8,890       11,834  

Chemical revenue

    17,928       17,847       55,223       58,484  

Biofuel revenue

    33,212       98,905       126,607       217,757  

Total Revenue

  $ 51,140     $ 116,752     $ 181,830     $ 276,241  
                                 

Segment gross profit (loss)

                               

Chemical

  $ 3,407     $ 6,878     $ 12,105     $ 21,917  

Biofuel

    (3,024 )     (3,008 )     1,942       (5,016 )

Total gross profit

  $ 383     $ 3,870     $ 14,047     $ 16,901  
                                 

Operating expenses

  $ 3,271     $ 3,573     $ 9,286     $ 9,936  

(Loss) income from operations

    (2,888 )     297       4,761       6,965  

Other income, net

    1,690       2,491       8,580       7,067  

(Loss) income before taxes

  $ (1,198 )   $ 2,788     $ 13,341     $ 14,032  
v3.24.3
Note 3 - Revenue Recognition 1 (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Increase (Decrease) in Contract with Customer, Liability     $ (2,705) $ (2,030)  
Contract with Customer, Liability, Revenue Recognized $ 936 $ 444 2,539 2,402  
Accounts Receivable, Blenders' Tax Credit 3,964   3,964   $ 11,381
Accounts Receivable, Allowance for Credit Loss 136   136   55
Bill and Hold Arrangements [Member] | Four Customers [Member]          
Contract with Customer, Liability 4,482   4,482   $ 4,317
Chemicals [Member]          
Increase (Decrease) in Contract with Customer, Liability $ 0 $ 506 $ 0 $ 538  
v3.24.3
Note 3 - Revenue Recognition 2 (Details Textual)
$ in Thousands
Sep. 30, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01  
Revenue, Remaining Performance Obligation, Amount $ 10,434
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) 12 months
Revenue, Remaining Performance Obligation, Percentage 38.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | Minimum [Member]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) 2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | Maximum [Member]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) 6 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) 63 months
Revenue, Remaining Performance Obligation, Percentage 62.00%
v3.24.3
Note 3 - Revenue Recognition - Contract Assets and Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Trade receivables, included in accounts receivable* [1] $ 11,753 $ 15,897
Contract assets, included in accounts receivable 250 1,128
Contract liabilities, included in deferred revenue - short-term 3,928 3,656
Contract liabilities, included in deferred revenue - long-term $ 6,506 $ 9,318
[1] Exclusive of the BTC of $3,964 and $11,381, respectively, and net of allowances for expected credit losses of $136 and $55, respectively, as of the dates noted.
v3.24.3
Note 3 - Revenue Recognition - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue from Contract with Customer $ 51,140 $ 116,752 $ 181,830 $ 276,241
Revenue from non-contractual arrangements 55 55 166 166
Revenue 51,140 116,752 181,830 276,241
Bill and Hold Revenue [Member]        
Revenue from Contract with Customer 10,211 10,149 32,875 31,504
Revenue 10,211 10,149 32,875 31,504
Non-bill and Hold Revenue [Member]        
Revenue from Contract with Customer 40,929 106,603 148,955 244,737
Revenue 40,929 106,603 148,955 244,737
Short-Term Contract with Customer [Member]        
Revenue from Contract with Customer 8,966 8,291 26,941 28,318
Revenue 8,966 8,291 26,941 28,318
Long-Term Contract with Customer [Member]        
Revenue from Contract with Customer 42,119 108,406 154,723 247,757
Revenue $ 42,119 $ 108,406 $ 154,723 $ 247,757
v3.24.3
Note 4 - Inventory (Details Textual) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Effect of LIFO Inventory Liquidation on Income $ 935 $ 0
v3.24.3
Note 4 - Inventory - Carrying Values of Inventory (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Finished goods $ 7,914 $ 16,235
Work in process 748 611
Raw materials and supplies 22,732 25,532
Inventory, Gross 31,394 42,378
LIFO reserve (6,516) (9,400)
Total inventory $ 24,878 $ 32,978
v3.24.3
Note 5 - Derivative Instruments (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net $ 1,947 $ (14,068) $ (102) $ (1,373)  
Derivative, Gain (Loss) on Derivative, Net 1,691 $ 7,286 1,337 $ 2,150  
Restricted Cash and Cash Equivalents $ 322   $ 322   $ 745
v3.24.3
Note 5 - Derivative Instruments - Carrying Value of Derivative Instruments (Details) - Future [Member]
Pure in Thousands, $ in Thousands
Sep. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Regulated fixed price future commitments, included in other current assets (in thousand barrels) 105 354
Regulated fixed price future commitments, included in other current assets, fair value $ 297 $ 1,736
v3.24.3
Note 6 - Marketable Securities (Details Textual)
$ in Thousands
9 Months Ended
Sep. 30, 2023
USD ($)
Marketable Securities, Gain (Loss) $ 575
v3.24.3
Note 7 - Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Refundable deposit $ 6,500 $ 0
Accrued employee liabilities 2,724 2,179
Accrued property, franchise, motor fuel and other taxes 1,378 1,346
Lease liability, current 93 389
Other 125 844
Total $ 10,820 $ 4,758
v3.24.3
Note 8 - Borrowings (Details Textual) - Regions Bank and PNC Bank N.A. [Member] - Revolving Credit Facility [Member] - USD ($)
$ in Thousands
Mar. 30, 2020
Sep. 30, 2024
Dec. 31, 2023
Line of Credit Facility, Expiration Period (Year) 5 years    
Line of Credit Facility, Maximum Borrowing Capacity $ 100,000    
Line of Credit Facility Sublimit for Letters of Credit 30,000    
Line of Credit Facility Swingline Loans $ 15,000    
Long-Term Line of Credit   $ 0 $ 0
v3.24.3
Note 8 - Borrowings - Leverage Ratio (Details)
9 Months Ended
Sep. 30, 2024
Leverage Ratio1 [Member]  
Commitment Fee 0.15%
Leverage Ratio1 [Member] | Secured Overnight Financing Rate (SOFR) [Member]  
Spread on variable rate 1.00%
Leverage Ratio1 [Member] | Base Rate [Member]  
Spread on variable rate 0.00%
Leverage Ratio1 [Member] | Maximum [Member]  
Leverage ratio 1
Leverage Ratio 2 [Member]  
Commitment Fee 0.15%
Leverage Ratio 2 [Member] | Secured Overnight Financing Rate (SOFR) [Member]  
Spread on variable rate 1.25%
Leverage Ratio 2 [Member] | Base Rate [Member]  
Spread on variable rate 0.25%
Leverage Ratio 2 [Member] | Maximum [Member]  
Leverage ratio 1.5
Leverage Ratio 2 [Member] | Minimum [Member]  
Leverage ratio 1
Leverage Ratio 3 [Member]  
Commitment Fee 0.20%
Leverage Ratio 3 [Member] | Secured Overnight Financing Rate (SOFR) [Member]  
Spread on variable rate 1.50%
Leverage Ratio 3 [Member] | Base Rate [Member]  
Spread on variable rate 0.50%
Leverage Ratio 3 [Member] | Maximum [Member]  
Leverage ratio 2
Leverage Ratio 3 [Member] | Minimum [Member]  
Leverage ratio 1.5
Leverage Ratio 4 [Member]  
Commitment Fee 0.20%
Leverage Ratio 4 [Member] | Secured Overnight Financing Rate (SOFR) [Member]  
Spread on variable rate 1.75%
Leverage Ratio 4 [Member] | Base Rate [Member]  
Spread on variable rate 0.75%
Leverage Ratio 4 [Member] | Maximum [Member]  
Leverage ratio 2.5
Leverage Ratio 4 [Member] | Minimum [Member]  
Leverage ratio 2
Leverage Ratio 5 [Member]  
Commitment Fee 0.25%
Leverage Ratio 5 [Member] | Secured Overnight Financing Rate (SOFR) [Member]  
Spread on variable rate 2.00%
Leverage Ratio 5 [Member] | Base Rate [Member]  
Spread on variable rate 1.00%
Leverage Ratio 5 [Member] | Minimum [Member]  
Leverage ratio 2.5
v3.24.3
Note 9 - Income Tax Provision - Summary of Provisions for Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income tax (benefit) provision $ (3) $ 12 $ 635 $ 34
Effective tax rate 0.30% 0.40% 4.80% 0.20%
v3.24.3
Note 10 - Earnings Per Share (Details Textual) - shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share-Based Payment Arrangement, Option [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 44,000 41,534 44,000 42,080
v3.24.3
Note 10 - Earnings Per Share - Computation of Basic and Diluted Earnings Per Common Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Net (loss) income $ (1,195) $ 9,571 $ 4,330 $ 2,776 $ (9,859) $ 21,081 $ 12,706 $ 13,998
Weighted average shares outstanding – basic (in shares) 43,763,243     43,763,243     43,763,243 43,763,243
Stock options and other awards (in shares)     2,466     1,920
Weighted average shares outstanding – diluted (in shares) 43,763,243     43,765,709     43,763,243 43,765,163
Basic (in dollars per share) $ (0.03)     $ 0.06     $ 0.29 $ 0.32
Diluted (in dollars per share) $ (0.03)     $ 0.06     $ 0.29 $ 0.32
v3.24.3
Note 12 - Segment Information (Details Textual)
$ in Thousands
9 Months Ended
Sep. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Sep. 30, 2023
USD ($)
Number of Reportable Segments 2    
Number of RINs in Inventory 5,000,000 4,300,000 4,200,000
RIN, Fair Market Value $ 2,556 $ 6,567 $ 6,971
RIN, Cost $ 0 $ 0 $ 0
Chemicals [Member]      
Number of Reportable Segments 2    
v3.24.3
Note 12 - Segment Information - Summary of Business by Segment (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue from Contract with Customer $ 51,140 $ 116,752 $ 181,830 $ 276,241
Gross profit 383 3,870 14,047 16,901
Operating expenses 3,271 3,573 9,286 9,936
(Loss) income from operations (2,888) 297 4,761 6,965
Other income, net 1,690 2,491 8,580 7,067
(Loss) income before taxes (1,198) 2,788 13,341 14,032
Operating Segments [Member] | Chemicals [Member]        
Revenue from Contract with Customer 17,928 17,847 55,223 58,484
Gross profit 3,407 6,878 12,105 21,917
Operating Segments [Member] | Chemicals [Member] | Custom Chemicals [Member]        
Revenue from Contract with Customer 15,323 14,454 46,333 46,650
Operating Segments [Member] | Chemicals [Member] | Performance Chemicals [Member]        
Revenue from Contract with Customer 2,605 3,393 8,890 11,834
Operating Segments [Member] | Biofuels [Member]        
Revenue from Contract with Customer 33,212 98,905 126,607 217,757
Gross profit $ (3,024) $ (3,008) $ 1,942 $ (5,016)
v3.24.3
Note 13 - Legal Matters (Details Textual)
$ in Thousands
3 Months Ended
Jun. 30, 2024
USD ($)
Gain (Loss) from Litigation Settlement $ 2,750

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