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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, 2023

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

 

ff20200331_10qimg001.jpg

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware  

 

20-3340900

(State or Other Jurisdiction of 

 

(IRS Employer Identification No.)

Incorporation or Organization) 

 

 

   
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 9, 2023: 43,763,243 

 

 

 

 

 

PART I FINANCIAL INFORMATION

   

Item 1. Financial Statements.

 

FutureFuel Corp.

Consolidated Balance Sheets

(Dollars in thousands)

 

  

September 30, 2023

  

December 31, 2022

 

Assets

        

Cash and cash equivalents

 $205,923  $175,640 

Accounts receivable, inclusive of the blenders’ tax credit of $13,084 and $8,970, and net of allowances for bad debt of $67 and $48, respectively

  29,493   26,198 

Accounts receivable – related parties

  -   6 

Inventory

  26,910   26,761 

Income tax receivable

  1,927   1,959 

Prepaid expenses

  994   3,694 

Prepaid expenses – related parties

  12   12 

Marketable securities

  -   37,126 

Other current assets

  1,962   2,380 

Total current assets

  267,221   273,776 

Property, plant and equipment, net

  74,501   76,941 

Other assets

  4,114   5,252 

Total noncurrent assets

  78,615   82,193 

Total Assets

 $345,836  $355,969 

Liabilities and Stockholders’ Equity

        

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

 $13,946  $28,546 

Accounts payable – related parties

  6,999   7,799 

Deferred revenue – current

  3,488   3,772 

Dividends payable

  2,626   10,503 

Accrued expenses and other current liabilities

  5,073   5,477 

Accrued expenses and other current liabilities – related parties

  1   1 

Total current liabilities

  32,133   56,098 

Deferred revenue – non-current

  13,333   15,079 

Other noncurrent liabilities

  3,371   1,792 

Total noncurrent liabilities

  16,704   16,871 

Total liabilities

  48,837   72,969 

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 and 43,763,243 issued and outstanding as of September 30, 2023 and December 31, 2022

  4   4 

Accumulated other comprehensive loss

  -   (1)

Additional paid in capital

  282,489   282,489 

Retained earnings

  14,506   508 

Total stockholders’ equity

  296,999   283,000 

Total Liabilities and Stockholders’ Equity

 $345,836  $355,969 

 

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 September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Revenue

 $116,752  $118,108  $276,221  $277,822 

Revenue – related parties

  -   33   20   376 

Cost of goods sold

  113,328   96,459   257,890   257,476 

Cost of goods sold – related parties

  (728)  873   (700)  4,089 

Distribution

  244   788   2,018   2,696 

Distribution – related parties

  38   36   132   130 

Gross profit

  3,870   19,985   16,901   13,807 

Selling, general, and administrative expenses

                

Compensation expense

  1,010   979   3,102   2,336 

Other expense

  1,247   995   3,130   2,844 

Related party expense

  153   154   462   458 

Research and development expenses

  1,163   967   3,242   2,401 

Total operating expenses

  3,573   3,095   9,936   8,039 

Income from operations

  297   16,890   6,965   5,768 

Interest and dividend income

  2,527   1,210   6,595   2,621 

Interest expense

  (36)  (32)  (103)  (97)

(Loss) gain on marketable securities

  -   (590)  575   (7,956)

Other expense

  -   (1)  -   (3)

Other income (expense)

  2,491   587   7,067   (5,435)

Income before taxes

  2,788   17,477   14,032   333 

Income tax provision

  12   1,697   34   55 

Net income

 $2,776  $15,780  $13,998  $278 
                 

Earnings per common share

                

Basic

 $0.06  $0.36  $0.32  $0.01 

Diluted

 $0.06  $0.36  $0.32  $0.01 

Weighted average shares outstanding

                

Basic

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

Diluted

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

Comprehensive income

                

Net income

 $2,776  $15,780  $13,998  $278 

Other comprehensive (loss) income from unrealized net (losses) gains on available-for-sale debt securities

  -   (71)  2   (219)

Income tax effect

  -   15   (1)  46 

Total other comprehensive (loss) income, net of tax

  -   (56)  1   (173)

Comprehensive income

 $2,776  $15,724  $13,999  $105 

 

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, 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 gain

  -   -   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 

 

 

  

For the Nine Months Ended September 30, 2022

 
          

Accumulated

             
          

Other

  

Additional

      

Total

 
  

Common Stock

  

Comprehensive

  

paid-in

  

Retained

  

Stockholders’

 
  

Shares

  

Amount

  

Income (Loss)

  

Capital

  

Earnings

  

Equity

 

Balance - December 31, 2021

  43,763,243  $4  $178  $282,443  $6,303  $288,928 

Cash dividends declared, $0.24 per common share

  -   -   -   -   (10,503)  (10,503)

Other comprehensive loss

  -   -   (49)  -   -   (49)

Net loss

  -   -   -   -   (12,398)  (12,398)

Balance - March 31, 2022

  43,763,243  $4  $129  $282,443  $(16,598) $265,978 

Other comprehensive loss

  -   -   (68)  -   -   (68)

Net loss

  -   -   -   -   (3,104)  (3,104)

Balance - June 30, 2022

  43,763,243  $4  $61  $282,443  $(19,702) $262,806 

Stock based compensation

            46      46 

Other comprehensive loss

         (56)        (56)

Net income

               15,780   15,780 

Balance - September 30, 2022

  43,763,243  $4  $5  $282,489  $(3,922) $278,576 

 

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,

 
  

2023

  

2022

 

Cash flows from operating activities

        

Net income

 $13,998  $278 

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

        

Depreciation

  7,736   7,850 

Amortization of deferred financing costs

  75   72 

Benefit for deferred income taxes

  -   (255)

Change in fair value of equity securities

  (3,117)  7,940 

Change in fair value of derivative instruments

  3,523   (3,053)

Loss on the sale of investments

  2,543   15 

Stock based compensation

  -   46 

Loss on disposal of property and equipment

  8   60 

Noncash interest expense

  26   - 

Changes in operating assets and liabilities:

        

Accounts receivable

  (3,295)  5,597 

Accounts receivable – related parties

  6   47 

Inventory

  (149)  9,523 

Income tax receivable

  32   7,759 

Prepaid expenses

  2,700   2,711 

Prepaid expenses - related parties

  -   (8)

Other assets

  (5,019)  296 

Accounts payable

  (14,910)  9,257 

Accounts payable – related parties

  (800)  338 

Accrued expenses and other current liabilities

  (404)  25 

Accrued expenses and other current liabilities – related parties

  -   (1)

Deferred revenue

  (2,030)  (4,128)

Other noncurrent liabilities

  1,553   (242)

Net cash provided by operating activities

  2,476   44,127 

Cash flows from investing activities

        

Collateralization of derivative instruments

  2,991   865 

Proceeds from the sale of marketable securities

  37,701   263 

Proceeds from the sale of property and equipment

  -   61 

Capital expenditures

  (4,994)  (3,692)

Net cash provided by (used in) investing activities

  35,698   (2,503)

Cash flows from financing activities

        

Payment of dividends

  (7,877)  (7,877)

Deferred financing costs

  (14)  - 

Net cash used in financing activities

  (7,891)  (7,877)

Net change in cash and cash equivalents

  30,283   33,747 

Cash and cash equivalents at beginning of period

  175,640   137,521 

Cash and cash equivalents at end of period

 $205,923  $171,268 
         

Cash paid for income taxes

 $-  $72 

Noncash investing and financing activities:

        

Noncash capital expenditures

 $518  $214 

 

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 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 2022 Annual Report on Form 10-K, 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. Intercompany transactions and balances have been eliminated in consolidation.

 

Recent Accounting Standards

 

No new accounting standards have been adopted recently.

 

Proposed Accounting Standards  

 

In  March 2023, the Financial Accounting Standards Board (the "FASB") issued Proposed Accounting Standards Update (ASU) No. 2023-ED100 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which aims to address requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. The amendments in this Proposed ASU, if adopted, would address the investor requests for more transparency of income tax information and would apply to all entities that are subject to income taxes. The Company is in the process of evaluating this proposed accounting standard.

 

In July 2023, the FASB issued Proposed Accounting Standards Update (ASU) No. 2023-ED500 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, 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 Proposed ASU would require public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. The Company is evaluating this proposed accounting standard.

 

 

2)

GOVERNMENT TAX CREDITS

 

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

 

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

 

Within the law of the BTC, small agri-biodiesel producers with production capacity not in excess of 60 million gallons are eligible for an additional tax credit of $0.10 per gallon on the first 15 million gallons of agri-biodiesel sold (the “Small Agri-biodiesel Producer Tax Credit”). The Company was eligible for this credit as part of the tax provision.

 

CARES ACT EMPLOYEE RETENTION TAX CREDIT

 

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

 

 
5

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

3)

REVENUE RECOGNITION

 

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

 

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

 

Contract Assets and Liabilities:

 

Contract assets consist of unbilled amounts typically resulting from revenue recognized through bill-and-hold arrangements. The contract assets at  September 30, 2023 and  December 31, 2022 consist of unbilled revenue from one customer and cash due from another customer and are recorded as accounts receivable in the consolidated balance sheets. Contract liabilities consist of advance payment arrangements related to material rights recorded as deferred revenue in the consolidated balance sheets. Increases to contract liabilities from cash received or due for a performance obligation of chemical segment plant expansions were $506 and $733 for the three months and $538 and $733 for the nine months ended September 30, 2023 and 2022, 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 $444 and $2,037 for the three months and $2,402 and $5,211 for the nine months ended September 30, 2023 and 2022, respectively. These contract asset and liability balances are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period.

 

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

 

Contract Assets and Liability Balances

 

September 30, 2023

  

December 31, 2022

 

Trade receivables, included in accounts receivable*

 $15,432  $16,459 

Contract assets, included in accounts receivable

 $977  $775 

Contract liabilities, included in deferred revenue - short-term

 $3,281  $3,565 

Contract liabilities, included in deferred revenue - long-term

 $10,025  $11,605 

 

*Exclusive of the BTC of $13,084 and $8,970, respectively, and net of allowances for bad debt of $67 and $48, respectively, as of the dates noted.

 

Transaction price allocated to the remaining performance obligations:

 

At September 30, 2023, approximately $13,306 of revenue is expected to be recognized from remaining performance obligations. FutureFuel expects to recognize this revenue ratably over expected sales over the expected term of its long-term contracts which range from three to five years. Approximately 25% of this revenue is expected to be recognized over the next 12 months, and 75% is expected to be recognized over the subsequent 45 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.

 

6

Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share 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,

 
  

2023

  

2022

  

2023

  

2022

 

Contract revenue from customers with > 1-year arrangements

 $8,291  $9,762  $28,318  $26,052 

Contract revenue from customers with < 1-year arrangements

  108,406   108,324   247,757   251,980 

Revenue from non-contractual arrangements

  55   55   166   166 

Total revenue

 $116,752  $118,141  $276,241  $278,198 

 

Timing of revenue:

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Bill-and-hold revenue

 $10,149  $9,713  $31,504  $26,960 

Non-bill-and-hold revenue

  106,603   108,428   244,737   251,238 

Total revenue

 $116,752  $118,141  $276,241  $278,198 

 

As of September 30, 2023 and  December 31, 2022, $4,010 and $4,473 of bill-and-hold revenue had not shipped, respectively. 

 

 

4)

INVENTORY

 

The carrying values of inventory were as follows as of:

 

  

September 30, 2023

  

December 31, 2022

 

At average cost (approximates current cost)

        

Finished goods

 $11,959  $11,719 

Work in process

  922   879 

Raw materials and supplies

  27,740   33,897 
   40,621   46,495 

LIFO reserve

  (13,711)  (19,734)

Total inventory

 $26,910  $26,761 

 

A LIFO liquidation of $151and $2,124 occurred in the nine and twelve months ended September 30, 2023 and December 31, 2022, respectively. The liquidation in 2023 related to the reduction of biodiesel inventory and the liquidation in 2022 related to the exit from pipeline business.

 

7

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

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 statement of income as a component of cost of goods sold.

 

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 2023 or 2022. The Company has elected the normal purchase and normal sales exception for certain feedstock purchase contracts and supply agreements.

 

Realized gains and losses on derivative instruments and changes in fair value of the derivative instruments are recorded in the consolidated statements of operations as a component of cost of goods sold and amounted to a loss of $14,068 and $1,373 (realized loss of $7,286 and gain of $2,150) for the three and nine months ended September 30, 2023, respectively, and a gain of $4,688 and loss of $21,917 (realized gain of $4,023 and loss of $24,970) for the three and nine months ended September 30, 2022, respectively.

 

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

 

  

Asset (Liability)

 
  

September 30, 2023

  

December 31, 2022

 
  

Contract Quantity

  

Fair Value

  

Contract Quantity

  

Fair Value

 

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

  182  $(3,665)  305  $(142)

 

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $5,079 and $2,088 at September 30, 2023 and  December 31, 2022, 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.

 

 

6)

MARKETABLE SECURITIES

 

During the three months ended  September 30, 2023, FutureFuel held no marketable equity and trust preferred (debt) securities. The previous sale of these securities was recorded as a component of net income with a gain of $575 in the nine months ended September 30, 2023. 

 

At December 31, 2022, FutureFuel had investments in certain marketable equity and trust preferred (debt) securities which had a fair market value of $37,126.  These investments were classified as current assets in the consolidated balance sheet.  The trust preferred securities held at December 31, 2022 were designated as being available-for-sale.  Accordingly, these securities were recorded at fair value of $3,675.

 

In accordance with ASC 321, the change in the fair value of marketable equity securities (preferred and other equity instruments) is reported as a component of net income. The change in the fair value of marketable equity securities (preferred and other equity instruments) for the three and nine months ended September 30, 2022 was a loss of $602 and $7,940, respectively.

 

The aggregate fair value of debt securities with unrealized losses totaled $2,627 at  December 31, 2022. Sales of debt securities were $0 in the nine months ended September 30, 2022.

 

8

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

7)

 FAIR VALUE MEASUREMENTS

 

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Fair value accounting pronouncements also include a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of FutureFuel. Unobservable inputs are inputs that reflect FutureFuel’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.

 

The following tables provide information by level for assets and liabilities that are measured at fair value, on a recurring basis, at September 30, 2023 and  December 31, 2022

 

  

Asset (Liability)

 
      

Fair Value Measurements Using

 
  

Fair Value at

  

Inputs Considered as:

 

Description

 

September 30, 2023

  

Level 1

  

Level 2

  

Level 3

 

Derivative instruments

 $(3,665) $(3,665) $-  $- 

 

  

Asset (Liability)

 
      

Fair Value Measurements Using

 
  

Fair Value at

  

Inputs Considered as:

 

Description

 

December 31, 2022

  

Level 1

  

Level 2

  

Level 3

 

Derivative instruments

 $(142) $(142) $-  $- 

Preferred stock and other equity instruments

 $33,450  $33,450  $-  $- 

Trust preferred stock

 $3,676  $3,676  $-  $- 

 

 

8)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

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

 

  

September 30, 2023

  

December 31, 2022

 

Accrued employee liabilities

 $3,444  $3,287 

Accrued property, franchise, motor fuel and other taxes

  755   1,165 

Lease liability, current

  433   630 

Other

  441   395 

Total

 $5,073  $5,477 

 

9

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

9)

BORROWINGS

 

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

 

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

 

  

Adjusted SOFR Rate Loans and

         

Consolidated Leverage Ratio

 

Letter of Credit Fee

  

Base Rate Loans

  

Commitment Fee

 

< 1.00:1.0

  1.00%  0.00%  0.15%

≥ 1.00:1.0 And < 1.50:1.0

  1.25%  0.25%  0.15%

≥ 1.50:1.0 And < 2.00:1.0

  1.50%  0.50%  0.20%

≥ 2.00:1.0 And < 2.50:1.0

  1.75%  0.75%  0.20%

≥ 2.50:1.0

  2.00%  1.00%  0.25%

 

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

 

There were no borrowings under the Credit Agreement at September 30, 2023 or December 31, 2022.

 

 

10)

INCOME TAX PROVISION

 

The following table summarizes the income tax provision.  

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Income tax provision

 $12  $1,697  $34  $55 

Effective tax rate

  0.4%  9.7%  0.2%  16.5%

 

The Company’s income tax provision for the three and nine months ended September 30, 2023 comprises only small amounts of current state taxes.  No deferred tax benefits on ongoing tax losses have been recognized, reflecting management’s determination that none of the net deferred tax assets generated on its 2023 tax losses are more likely than not to be realized.  The three-month period in 2022 similarly reflected immaterial state taxes and miscellaneous items, while the nine-month period included the cumulative impact of valuation allowances recorded against certain existing deferred tax assets.

 

10

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

11)

EARNINGS PER SHARE

 

In the three and nine months ended September 30, 2023 and 2022, 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,

 
  

2023

  

2022

  

2023

  

2022

 

Numerator:

                

Net income

 $2,776  $15,780  $13,998  $278 

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

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

Basic earnings per share

 $0.06  $0.36  $0.32  $0.01 

Diluted earnings per share

 $0.06  $0.36  $0.32  $0.01 


For the three and nine months ended September 30, 2023, 41,534 and 42,080 options to purchase FutureFuel’s common stock were excluded, respectively, in the computation of diluted earnings per share as all were anti-dilutive. In the three and nine months ended September 30, 2022, 44,000 and 30,667 options were excluded, respectively.

 

 

12)

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. During the three months ended September 30, 2023, a settlement was reached on the previously disclosed natural gas dispute.  See Note 14 Legal Matters.

 

11

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

13)

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 the 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, 2023, FutureFuel held 4.2 million of RINs in inventory with a fair market value of $6,971 and no cost. Comparatively, at September 30, 2022, FutureFuel held 8.1 million of RINs in inventory with a fair market value of $12,752 and no cost.

 

Summary of business by segment

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Revenue

                

Custom chemicals

 $14,454  $16,047  $46,650  $44,028 

Performance chemicals

  3,393   5,459   11,834   17,233 

Chemical revenue

  17,847   21,506   58,484   61,261 

Biofuel revenue

  98,905   96,635   217,757   216,937 

Total Revenue

 $116,752  $118,141  $276,241  $278,198 
                 

Segment gross profit

                

Chemical

 $6,878  $8,362  $21,917  $17,976 

Biofuel

  (3,008)  11,623   (5,016)  (4,169)

Total gross profit

 $3,870  $19,985  $16,901  $13,807 

 

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.

 

 

14)

LEGAL MATTERS

 

From time to time, FutureFuel and its operations are parties to, or targets of, lawsuits, claims, investigations, regulatory matters, and proceedings, which are being handled and defended in the ordinary course of business. While FutureFuel is unable to predict the outcomes of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any such pending matters will have a material adverse effect on its overall financial condition, results of operations, or cash flows.

 

During the three months ended September 30, 2023, the parties to the previously disclosed natural gas dispute and the Company entered into a settlement agreement to resolve the matter completely. Based on such settlement, the Company released $882 of the previously accrued expense.

 

 

12

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

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 (EMTS).  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, 2023, we held 4.2 million D4 and D6 RINs with a fair market value of $6,971. Comparatively, as of September 30, 2022, we held 8.1 million RINs with a fair market value of $12,752.   

 

13

  

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

   

%

 
   

2023

    2022*    

Change

   

Change

 

Revenue

  $ 116,752     $ 118,141     $ (1,389 )     (1 )%

Income from operations

  $ 297     $ 16,890     $ (16,593 )     (98 )%

Net income

  $ 2,776     $ 15,780     $ (13,004 )     (82 )%

Earnings (loss) per common share:

                               

Basic

  $ 0.06     $ 0.36     $ (0.30 )     (83 )%

Diluted

  $ 0.06     $ 0.36     $ (0.30 )     (83 )%

Adjusted EBITDA*

  $ 9,659     $ 18,829     $ (9,170 )     (49 )%

 

   

Nine Months Ended September 30,

 
                   

Dollar

   

%

 
   

2023

    2022*    

Change

   

Change

 

Revenue

  $ 276,241     $ 278,198     $ (1,957 )     (1 )%

Income from operations

  $ 6,965     $ 5,768     $ 1,197       21 %

Net income

  $ 13,998     $ 278     $ 13,720       4935 %

Earnings per common share:

                               

Basic

  $ 0.32     $ 0.01     $ 0.31       3100 %

Diluted

  $ 0.32     $ 0.01     $ 0.31       3100 %

Adjusted EBITDA*

  $ 18,230     $ 10,643     $ 7,587       71 %

 

* Adjusted EBITDA restated for the three and nine months of 2022 consistent with 2023 reporting to exclude cash (realized) gains and losses on derivative instruments.

 

We use adjusted EBITDA as a key operating metric to measure both performance and liquidity. Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is not a substitute for operating income, net income, or cash flow from operating activities (each as determined in accordance with GAAP) as a measure of performance or liquidity. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of results as reported under GAAP. We define adjusted EBITDA as net income before interest, income taxes, depreciation, and amortization expenses, excluding, when applicable, non-cash stock-based compensation expenses, public offering expenses, acquisition-related transaction costs, purchase accounting adjustments, losses on disposal of property and equipment, non-cash gains or losses on derivative instruments, and other non-operating income or expenses. Information relating to adjusted EBITDA is provided so that investors have the same data that we employ in assessing the overall operation and liquidity of our business. Our calculation of adjusted EBITDA may be different from similarly titled measures used by other companies; therefore, the results of our calculation are not necessarily comparable to the results of other companies.

     

Adjusted EBITDA allows our chief operating decision makers to assess the performance and liquidity of our business on a consolidated basis to assess the ability of our operating segments to produce operating cash flow to fund working capital needs, to fund capital expenditures, and to pay dividends. In particular, our management believes that adjusted EBITDA permits a comparative assessment of our operating performance and liquidity, relative to a performance and liquidity based on GAAP results. 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).

 

14

 

We utilize commodity derivative instruments primarily to protect our operations from downward movements in commodity prices, and to provide greater certainty of cash flows associated with sales of our commodities. We enter into hedges, and we utilize mark-to-market accounting to account for these instruments. Thus, our results in any given period can be impacted, and sometimes significantly, by changes in market prices relative to our contract price along with the timing of the valuation change in the derivative instruments relative to the sale of biofuel. We include the mark-to-market or non-cash portion of this item as an adjustment as we believe it provides a relevant indicator of the underlying performance of our business in a given period.

 

Additionally, we held marketable securities of certain debt securities (trust preferred stock) and in preferred stock and other equity instruments during the nine months ended September 30, 2023, (but sold all 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 as we believed it provided a relevant indicator of the underlying performance of our business in a given period.

 

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,

 
   

2023

    2022*       2023     2022*  

Net income

  $ 2,776     $ 15,780     $ 13,998     $ 278  

Depreciation

    2,581       2,574       7,736       7,850  

Non-cash stock-based compensation

    -       46       -       46  

Interest and dividend income

    (2,527 )     (1,210 )     (6,595 )     (2,621 )

Non-cash interest expense and amortization of deferred financing costs

    35       7       101       72  

Loss on disposal of property and equipment

    -       10       8       60  

Unrealized loss (gain) on derivative instruments

    6,782       (665 )     3,523       (3,053 )

Loss (gain) on marketable securities

    -       590       (575 )     7,956  

Income tax provision

    12       1,697       34       55  

Adjusted EBITDA*

  $ 9,659     $ 18,829     $ 18,230     $ 10,643  

 

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

 

   

Nine Months Ended September 30,

 
   

2023

    2022*  

Net cash provided by operating activities

  $ 2,476     $ 44,127  

Benefit for deferred income taxes

    -       255  

Interest and dividend income

    (6,595 )     (2,621 )

Income tax provision

    34       55  

Change in operating assets and liabilities, net

    22,315       (31,174 )

Other

    -       1  

Adjusted EBITDA*

  $ 18,230     $ 10,643  

 

* Adjusted EBITDA restated for the three and nine months of 2022 consistent with 2023 reporting to exclude cash (realized) gains and losses on derivative instruments.

 

15

 

Results of Operations 

 

Consolidated

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
                   

Change

                   

Change

 
   

2023

   

2022

   

Amount

   

%

   

2023

   

2022

   

Amount

   

%

 
                                                                 

Revenues

  $ 116,752     $ 118,141     $ (1,389 )     (1.2 )%   $ 276,241     $ 278,198     $ (1,957 )     (0.7 )%

Volume/product mix effect

                  $ 9,882       8.4 %                   $ 43,904       15.8 %

Price effect

                  $ (11,271 )     (9.5 )%                   $ (45,861 )     (16.5 )%
                                                                 

Gross profit

  $ 3,870     $ 19,985     $ (16,115 )     (80.6 )%   $ 16,901     $ 13,807     $ 3,094       22.4 %

Operating expenses

    (3,573 )     (3,095 )     (478 )     15.4 %     (9,936 )     (8,039 )     (1,897 )     23.6 %

Other income (expense)

    2,491       587       1,904       324.4 %     7,067       (5,435 )     12,502       n/a  

Income tax provision

    12       1,697       (1,685 )     (99.3 )%     34       55       (21 )     (38.2 )%

Net income

  $ 2,776     $ 15,780     $ (13,004 )     (82.4 )%   $ 13,998     $ 278     $ 13,720       4935.3 %

 

Consolidated revenue in the three and nine months ended September 30, 2023 decreased $1,389 and $1,957 compared to the three and nine months ended September 30, 2022, respectively. In the three- and nine-month periods ended September 30,2023, chemical segment sales volumes declined $3,763 and $2,294, respectively, on weakened glycerin markets and the timing of recognition of capital recovery.  Partially improving chemical sales in both the three- and nine-month comparison periods was a favorable product mix and revenue from new custom chemical contracts.  Biofuel segment net sales increased $2,270 and $820, respectively, in the three- and nine-month comparison periods on higher sales volumes mostly offset by lower average prices.  D4 RIN prices dropped significantly during the quarter as renewable diesel volumes increased in the market.

 

Gross profit in the three months ended September 30, 2023 decreased $16,115 as compared to the same period of 2022, from: (i) the spread in biofuel price and feedstock price narrowed (inclusive of the effect of the D4 RIN price decline); (ii) the change in the activity in derivative instruments with a realized loss of $7,286 in the current three-month period as compared to a realized gain of $4,023 in the same three-months of the prior year; (iii) the change in the mark-to-market derivative position which was an unrealized loss of $6,782 as compared to an unrealized gain of $665 in the three months ended September 30, 2023 and 2022, respectively; (iv) the reduction from the timing of recognition of capital recovery; and (v) the change in the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting. The adjustment in item (v) increased gross profit $2,528 in the three months ended September 30, 2023 as compared to $6,133 in 2022. These contrasting results in items (i) and (ii) reflect the impact of price movements in the biodiesel market during the course of each year compared to when we committed to our feedstock acquisition.  In 2022, prices rose sharply as a consequence of the conflict in Ukraine and we recorded mark-to-market losses on the derivative instruments we use to hedge our biodiesel margins. The losses were then offset by significant gains in physical sales in the period.  In 2023, biodiesel prices fell in the first half of the year and then rose in the third quarter.  This generated derivative gains for the first half of the year and now mark-to-market losses in the third quarter against committed sales in the fourth quarter.

 

Gross profit for the nine months ended September 30, 2023 was $16,901 as compared to $13,807 in the nine months ended September 30, 2022.  This increase resulted from (i) the change in our realized derivative gains of $2,150 in the current nine-month period as compared to realized losses of $24,970 in the prior nine-month period given the explanation noted in the three-month comparative period, and (ii) the change in the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting.  This adjustment increased gross profit $6,023 in the current nine-month period as compared to $1,308 in the prior nine-month period.

 

Operating expenses

 

Operating expenses increased $478 and $1,897 in the three and nine months ended September 30, 2023, as compared to the three and nine months ended September 30, 2022. This increase was primarily from increased compensation and legal expense.

 

Other income (expense)

 

Other income (expense) increased income $1,904 and $12,502 in the three and nine months ended September 30, 2023, respectively, as compared to the same periods of 2022. In the current three-month period interest income was $2,527 as compared to dividend and interest income of $1,210 and a loss of $590 on marketable securities in the same period of 2022. In the current nine-month period, marketable securities were sold with realized gains of $575 and interest income was $6,595 as compared to unrealized losses on marketable securities of $7,366 and interest and dividends income of $2,621, in the same period of 2022.

 

Income tax provision (benefit)

 

The Company’s income tax provision for the three and nine months ended September 30, 2023 comprises only small amounts of current state taxes. No deferred tax benefits on ongoing tax losses have been recognized, reflecting management’s determination that none of the net deferred tax assets generated on its 2023 tax losses are more likely than not to be realized.  The three-month period in 2022 similarly reflected immaterial state taxes and miscellaneous items, while the nine-month period included the cumulative impact of valuation allowances recorded against certain existing deferred tax assets.

 

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.

 

16

 

Chemical Segment

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
                   

Change

                   

Change

 
   

2023

   

2022

   

Amount

   

%

   

2023

   

2022

   

Amount

   

%

 
                                                                 

Revenues

  $ 17,847     $ 21,506     $ (3,659 )     (17.0 )%   $ 58,484     $ 61,261     $ (2,777 )     (4.5 )%

Volume/product mix effect

                  $ (3,763 )     (17.5 )%                   $ (2,294 )     (3.7 )%

Price effect

                  $ 104       0.5 %                   $ (483 )     (0.8 )%
                                                                 

Gross profit

  $ 6,878     $ 8,362     $ (1,484 )     (17.7 )%   $ 21,917     $ 17,976     $ 3,941       21.9 %

 

Chemical revenue in the three and nine months ended September 30, 2023 decreased 17.0% or $3,659 and 4.5% or $2,777, respectively, compared to the same comparative periods of 2022. Revenue for our custom chemicals (unique chemicals produced under contract for specific customers) for the three and nine months ended September 30, 2023 totaled $14,454 and $46,650, a decrease of $1,593 and an increase of $2,622 from the same periods in 2022, respectively. Custom chemicals sales revenue was reduced in the current reporting periods as compared to the prior year periods from the timing of recognition of upfront capital reimbursements from customers. The reduction in sales revenue from the recognition of deferred revenue was $1,978 and $3,174 in the three and nine months ended September 30, 2023 as compared to the same periods of 2022. (See Note 3 to our consolidated financial statements). Also reducing sales revenue were lower volumes of chemicals sold into the energy market. Partially offsetting these reductions were sales from two new contracts in the agricultural market. Performance chemicals (composed of multi-customer products which are sold to the open market based on specification) revenue was $3,393 and $11,834, a decrease of $2,066 and $5,399 from the three and nine months ended September 30, 2022, respectively. This decrease was mostly from lower sales of glycerin as markets softened on increased imports.  

 

Gross profit for the chemical segment for the three months ended September 30, 2023, decreased $1,484 when compared to the same period of 2022. This decrease was primarily from: (i) the timing of recognition of upfront capital payments as noted above; (ii) reduced glycerin sales; 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 increased gross profit $234 as compared to $710 in the same period of 2022.

 

Gross profit for the chemical segment for the nine months ended September 30, 2023 increased $3,941 when compared to the same period of 2022 from:  (i) product mix, and (ii) the change in the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting. This adjustment increased gross profit $1,105 in the nine months ended September 30, 2023 as compared to a decrease in gross profit of $463 in the same comparative period of 2022.  Partially reducing this increase in gross profit was the timing of recognition of upfront capital payments as noted above.

 

17

 

Biofuel Segment

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
                   

Change

                   

Change

 
   

2023

   

2022

   

Amount

   

%

   

2023

   

2022

   

Amount

   

%

 
                                                                 

Revenues

  $ 98,905     $ 96,635     $ 2,270       2.3 %   $ 217,757     $ 216,937     $ 820       0.4 %

Volume/product mix effect

                  $ 13,645       14.1 %                   $ 46,198       21.3 %

Price effect

                  $ (11,375 )     (11.8 )%                   $ (45,378 )     (20.9 )%
                                                                 

Gross (loss) profit

  $ (3,008 )   $ 11,623     $ (14,631 )     n/a     $ (5,016 )   $ (4,169 )   $ (847 )     (20.3 )%

 

Biofuels revenue in the three and nine months ended September 30, 2023 increased $2,270 and $820, respectively, as compared to the same periods of 2022. These increases resulted from increased sales volumes of 14% and 21%, mostly offset by reduced average prices of 12% and 21%, respectively. The lower prices were driven in part by the reduction in D4 RIN prices which according to S&P Global (September 29, 2023 authored by Phillip Herring and Melvin Lee), dropped 44.5% in 2023 due to an increase of renewable diesel production and a decline in biodiesel margins.   

     

A significant portion of our biodiesel sold was to four major refiners/blenders in the three months ended September 30, 2023 and to two major refiners in the three months ended September 30, 2022 and in the nine months ended 2023 and 2022. 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.

 

Biofuels gross loss was $3,008 and $5,016 in the three and nine months ended September 30, 2023, respectively, a decrease in gross profit of $14,631 in the three-month comparative period, and an increased loss of $847 in the nine-month comparative period of 2022. In the current three months of 2023, the change in the activity in derivative instruments was a realized loss of $7,286 as compared to a realized gain of $4,023 in the same three months of the prior year. Also increasing gross losses was the change in the mark-to-market derivative position which was an unrealized loss of $6,782 as compared to an unrealized gain of $665 in the three months ended September 30, 2023 and 2022, respectively. As described previously, heating oil futures prices rose in the three months ended September 30, 2023 whereas they had fallen overall for the first six months of the year. This moved our derivatives position from a gain to a loss position that will be offset by sales later in the year.  In addition to this, there has been a decline in margins driven by the effect of the D4 RIN price decline as previously noted and increases in feedstock prices.

 

Reducing gross profit in the three months ended September 30, 2023 was the change in the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting. This adjustment increased gross profit $2,294 in the three months ended September 30, 2023 as compared to $5,423 in the same comparative period of 2022.  For the nine months ended September 30, 2023, the change increased gross profit $6,023 as compared to $1,771 in the same comparative period of 2022. 

 

In regards to 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 Topic 815, Derivatives and Hedging. None of the derivative instruments are designated and accounted for as hedges primarily due to the extensive record keeping requirements.  

 

The volumes and carrying values of our derivative instruments were as follows:

 

   

Asset (Liability)

 
   

September 30, 2023

   

December 31, 2022

 
   

Contract Quantity

   

Fair Value

   

Contract Quantity

   

Fair Value

 

Regulated fixed price future commitments (in thousand barrels)

    182     $ (3,665 )     305     $ (142 )

 

*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.

 

18

 

Critical Accounting Estimates

 

Revenue Recognition

 

The Company recognizes revenue under 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. Estimates are updated quarterly on a prospective basis. These custom chemical contracts have payment terms of 30 days. See Note 3 to our consolidated financial statements.

 

For most product sales, revenue is recognized when product is shipped from our facilities and risk of loss and title have passed to the customer, which is in accordance with our customer contracts and the stated shipping terms. Nearly all custom manufactured products are manufactured under written master service agreements. Performance chemicals and biodiesel are generally sold pursuant to the terms of written purchase orders. In general, customers do not have any rights of return, except for quality disputes. All of our products are tested for quality before shipment, and historically returns have been inconsequential. We do not offer rebates, except those related to the BTC.

 

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

 

Revenue from bill-and-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, 2023 and 2022 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 with agreement that production was reasonable. 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 $10,149 and $31,504 for the three and nine months ended September 30, 2023, respectively.

 

19

 

Liquidity and Capital Resources

 

Our net cash from operating activities, investing activities, and financing activities for the nine months ended September 30, 2023 and 2022 are set forth in the following table.

 

   

Nine Months Ended September 30,

 
   

2023

   

2022

 

Net cash provided by operating activities

  $ 2,476     $ 44,127  

Net cash provided by (used in) investing activities

  $ 35,698     $ (2,503 )

Net cash used in financing activities

  $ (7,891 )   $ (7,877 )

  

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 $2,476 in the nine months ended September 30, 2023 as compared to $44,127 in the same period of 2022. This decrease in cash was primarily attributable to the change in accounts payable, including accounts payable - related parties, demonstrating a cash outflow of $25,771, primarily from the timing of vendor payments, the change in fair value of equity securities of $11,057, the change in inventory demonstrating a cash outflow of $10,939, and the change in accounts receivable, including accounts receivable - related parties, demonstrating a cash outflow of $8,933.   Partially offsetting these cash outflows was the change in net income of $14,965.

 

Investing Activities

 

Cash provided by investing activities was $35,698 in the nine months ended September 30, 2023 as compared to cash used in investing activities of $2,503 in the nine months ended September 30, 2022. Of the $38,201 change, $37,438 was the result of increased proceeds from the sale of marketable securities.  Cash was also provided by a decrease in the collateralization of derivative instruments of $2,126. Offsetting these increases in cash was an increase of capital expenditures of $1,302. 

 

Financing Activities

 

Cash used in financing activities was $7,891 and $7,877 in the nine months ended September 30, 2023 and 2022, respectively, primarily for payments of dividends on our common stock. 

 

20

 

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 9 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

 

In the first three quarters of 2023 and 2022, we paid a regular quarterly cash dividend in the amount of $0.06 per share on our common stock. The regular cash dividend amounted to $2,626 in each of the quarters of 2023 and 2022. The declaration of these regular quarterly cash dividends was made in the three months ended December 31, 2022 and March 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. Additionally, regular dividends will be paid in 2023, as previously reported. Third parties have not placed significant restrictions on our working capital management decisions.

 

A significant portion of these funds was held in cash or cash equivalents at multiple financial institutions. In the period ended December 31, 2022, we also had investments in certain preferred stock, debt securities, and other equity instruments. We classified these investments as current assets in the accompanying consolidated balance sheets and designated the debt securities as being “available-for-sale.” Accordingly, the debt securities were recorded at fair value, with the unrealized gains and losses, net of taxes, reported as a component of stockholders’ equity. We also held equity securities with readily available market values. These equity instruments were recorded at fair value, with the unrealized gains and losses reported as a component of net income. We sold all marketable securities in the nine months ended September 30, 2023. The fair value of the debt securities and equity instruments totaled $0 and $37,126 at September 30, 2023 and December 31, 2022, respectively.

 

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

   

Off- Balance Sheet Arrangements

 

We engage in two types of hedging transactions. First, we hedge our biofuels sales through the purchase and sale of futures contracts and options on futures contracts of energy commodities. This activity was captured in our consolidated balance sheets at September 30, 2023 and December 31, 2022. Second, we hedge our biofuels feedstock through the execution of purchase contracts and supply agreements with certain vendors or they meet the normal purchase and normal sales exception of ASC 815 Derivatives and Hedging. These hedging transactions are recognized in earnings and were not recorded in our consolidated balance sheets at September 30, 2023 or December 31, 2022 because they do not meet the definition of a hedge instrument as defined under GAAP. The purchase of biofuels feedstock generally involves two risk components: basis and price. Basis covers any refining or processing required as well as transportation. Price covers the purchases of the actual agricultural commodity. Both basis and price fluctuate over time. A supply agreement with a vendor constitutes a hedge when we have committed to a certain volume of feedstock in a future period and have fixed the basis for that volume.

 

21

 

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 costs and, as described elsewhere herein, we have passed some price increases along to our customers. However, we are subject to certain market risks as described below.

 

Market risk represents the potential loss arising from adverse changes in market rates and prices. Commodity price risk is inherent in the chemicals and biofuels business both with respect to inputs (electricity, coal, raw materials, 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 Topic 815, 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. We had no derivative instruments that qualified under these rules as designated accounting hedges in the first nine months of 2023 or 2022. Changes in the fair value of our derivative instruments are recognized at the end of each accounting period and recorded in the consolidated statement of operations as a component of cost of goods sold within the biodiesel segment.

 

Our immediate recognition of derivative instrument gains and losses can cause net income to be volatile from period to period due to the timing of the change in value of the derivative instruments relative to the volume of biofuel being sold. At September 30, 2023 and December 31, 2022, the fair value of our derivative instruments was a net liability of $3,665 and $142, 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 crude corn oil and yellow grease and petrodiesel. 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.

 

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 2023. 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

    331,563  

LB

    10 %   $ 21,684       128.3 %

Methanol

    50,728  

LB

    10 %     807       4.8 %

Electricity

    79  

MWH

    10 %     510       3.0 %

Sodium Methylate

    10,252  

LB

    10 %     490       2.9 %

Natural Gas

    997  

MCF

    10 %     256       1.5 %

Coal

    27  

TON

    10 %     293       1.7 %

Caustic Soda

    8,443  

LB

    10 %     191       1.1 %

 

(a) Volume requirements and average price information are based upon volumes used and prices obtained for the nine months ended September 30, 2023. Volume requirements may differ materially from these quantities in future years as our business evolves.

 

We had no borrowings at September 30, 2023 or December 31, 2022, 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.

 

22

 

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, 2023 were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. 

 

Management believes that the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our consolidated financial position, results of operations and cash flows for the period presented.

 

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, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

   

23

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not a party to, nor is any of our property subject to, any material pending legal proceedings, other than ordinary routine litigation incidental to our business. However, from time to time, we may be a party to, or a target of, lawsuits, claims, investigations, and proceedings, including product liability, personal injury, asbestos, patent and intellectual property, commercial, contract, environmental, antitrust, health and safety, and employment matters, which we expect to be handled and defended in the ordinary course of business. While we are unable to predict the outcome of any matters currently pending, we do not believe that the ultimate resolution of any such pending matters will have a material adverse effect on our overall financial condition, results of operations, or cash flows. However, adverse developments could negatively impact earnings or cash flows in future periods.

 

Item 1A. Risk Factors.

 

There have been no material changes to the risk factors we previously disclosed in Item 1A of our Form 10-K, Annual Report for the year ended December 31, 2022 filed with the SEC on March 14, 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.

 

None.

 

Item 6. Exhibits.

 

Exhibit

Description

31(a).

Rule 13a-15(e)/15d-15(e) Certification of chief executive officer

31(b).

Rule 13a-15(e)/15d-15(e) Certification of chief principal officer

32.

Section 1350 Certification of chief executive officer and principal financial officer

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.

   

24

 

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 Form 10-K Annual Report for the year ended December 31, 2022 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.

 

25

 

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/ Tom McKinlay

 

 

 

 

Tom McKinlay, Chief Executive Officer

 

 

 

 

Date: November 9, 2023

 

 

 

 

 

 

By:    

/s/ Rose M. Sparks

 

 

 

 

Rose M. Sparks, Chief Financial Officer

 

and Principal Financial Officer  

 

 

 

 

Date: November 9, 2023

 

 

26

Exhibit 31(a)

 

Certification

 

 

I, Tom McKinlay, 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 9, 2023

   
     

/s/ Tom McKinlay

 

Tom McKinlay, Chief Executive Officer

 

 

 

 

Exhibit 31(b)

 

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 9, 2023

   
     

/s/ Rose M. Sparks  

 

Rose M. Sparks, Chief Financial Officer

 

and Principal Financial Officer  

 

 

 

 

Exhibit  32

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, 2023 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/ Tom McKinlay

 
   

Tom McKinlay,

 
   

Chief Executive Officer   

 
       
       
   

/s/ Rose M. Sparks

 
   

Rose M. Sparks, Chief Financial Officer    

 
   

and Principal Financial Officer   

 
       
       
   

November 9, 2023

 

 

 

 
v3.23.3
Document And Entity Information - shares
9 Months Ended
Sep. 30, 2023
Nov. 09, 2023
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 2023  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
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 false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   43,763,243
v3.23.3
Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Assets    
Cash and cash equivalents $ 205,923 $ 175,640
Accounts receivable, inclusive of the blenders’ tax credit of $13,084 and $8,970, and net of allowances for bad debt of $67 and $48, respectively 29,493 26,198
Accounts receivable – related parties 0 6
Inventory 26,910 26,761
Income tax receivable 1,927 1,959
Prepaid expenses 994 3,694
Prepaid expenses – related parties 12 12
Marketable securities 0 37,126
Other current assets 1,962 2,380
Total current assets 267,221 273,776
Property, plant and equipment, net 74,501 76,941
Other assets 4,114 5,252
Total noncurrent assets 78,615 82,193
Total Assets 345,836 355,969
Liabilities and Stockholders’ Equity    
Accounts payable 13,946 28,546
Accounts payable – related parties 6,999 7,799
Deferred revenue – current 3,488 3,772
Dividends payable 2,626 10,503
Accrued expenses and other current liabilities 5,073 5,477
Accrued expenses and other current liabilities – related parties 1 1
Total current liabilities 32,133 56,098
Deferred revenue – non-current 13,333 15,079
Other noncurrent liabilities 3,371 1,792
Total noncurrent liabilities 16,704 16,871
Total liabilities 48,837 72,969
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 and 43,763,243 issued and outstanding as of September 30, 2023 and December 31, 2022 4 4
Accumulated other comprehensive loss 0 (1)
Additional paid in capital 282,489 282,489
Retained earnings 14,506 508
Total stockholders’ equity 296,999 283,000
Total Liabilities and Stockholders’ Equity $ 345,836 $ 355,969
v3.23.3
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Allowance for bad debt $ 67 $ 48
Accounts receivable, tax credit 13,084 8,970
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 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
v3.23.3
Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenue $ 116,752 $ 118,141 $ 276,241 $ 278,198
Gross profit 3,870 19,985 16,901 13,807
Selling, general, and administrative expenses        
Compensation expense 1,010 979 3,102 2,336
Other expense 1,247 995 3,130 2,844
Related party expense 153 154 462 458
Research and development expenses 1,163 967 3,242 2,401
Total operating expenses 3,573 3,095 9,936 8,039
Income from operations 297 16,890 6,965 5,768
Interest and dividend income 2,527 1,210 6,595 2,621
Interest expense (36) (32) (103) (97)
(Loss) gain on marketable securities 0 (590) 575 (7,956)
Other expense 0 (1) 0 (3)
Other income (expense) 2,491 587 7,067 (5,435)
Income before taxes 2,788 17,477 14,032 333
Income tax provision 12 1,697 34 55
Net income $ 2,776 $ 15,780 $ 13,998 $ 278
Earnings per common share        
Basic (in dollars per share) $ 0.06 $ 0.36 $ 0.32 $ 0.01
Diluted (in dollars per share) $ 0.06 $ 0.36 $ 0.32 $ 0.01
Weighted average shares outstanding        
Basic (in shares) 43,763,243 43,763,243 43,763,243 43,763,243
Diluted (in shares) 43,765,709 43,763,243 43,765,163 43,763,243
Comprehensive income        
Net income $ 2,776 $ 15,780 $ 13,998 $ 278
Other comprehensive (loss) income from unrealized net (losses) gains on available-for-sale debt securities 0 (71) 2 (219)
Income tax effect 0 15 (1) 46
Total other comprehensive (loss) income, net of tax 0 (56) 1 (173)
Comprehensive income 2,776 15,724 13,999 105
Nonrelated Party [Member]        
Revenue 116,752 118,108 276,221 277,822
Nonrelated Party [Member] | Excluding Shipping and Handling [Member]        
Cost of goods sold 113,328 96,459 257,890 257,476
Nonrelated Party [Member] | Shipping and Handling [Member]        
Cost of goods sold 244 788 2,018 2,696
Related Party [Member]        
Revenue 0 33 20 376
Related Party [Member] | Excluding Shipping and Handling [Member]        
Cost of goods sold (728) 873 (700) 4,089
Related Party [Member] | Shipping and Handling [Member]        
Cost of goods sold $ 38 $ 36 $ 132 $ 130
v3.23.3
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, 2021 43,763,243        
Balance at Dec. 31, 2021 $ 4 $ 178 $ 282,443 $ 6,303 $ 288,928
Other comprehensive gain (loss) 0 (49) 0 0 (49)
Net income 0 0 0 (12,398) (12,398)
Net income 0 0 0 (12,398) (12,398)
Cash dividends declared, $0.24 per common share 0 0 0 (10,503) (10,503)
Other comprehensive gain (loss) $ 0 (49) 0 0 (49)
Balance (in shares) at Mar. 31, 2022 43,763,243        
Balance at Mar. 31, 2022 $ 4 129 282,443 (16,598) 265,978
Balance (in shares) at Dec. 31, 2021 43,763,243        
Balance at Dec. 31, 2021 $ 4 178 282,443 6,303 288,928
Net income         278
Net income         278
Balance (in shares) at Sep. 30, 2022 43,763,243        
Balance at Sep. 30, 2022 $ 4 5 282,489 (3,922) 278,576
Balance (in shares) at Mar. 31, 2022 43,763,243        
Balance at Mar. 31, 2022 $ 4 129 282,443 (16,598) 265,978
Other comprehensive gain (loss) 0 (68) 0 0 (68)
Net income 0 0 0 (3,104) (3,104)
Net income 0 0 0 (3,104) (3,104)
Other comprehensive gain (loss) $ 0 (68) 0 0 (68)
Balance (in shares) at Jun. 30, 2022 43,763,243        
Balance at Jun. 30, 2022 $ 4 61 282,443 (19,702) 262,806
Other comprehensive gain (loss) (56) (56)
Net income 15,780 15,780
Net income 15,780 15,780
Stock based compensation 46 46
Other comprehensive gain (loss) (56) (56)
Balance (in shares) at Sep. 30, 2022 43,763,243        
Balance at Sep. 30, 2022 $ 4 5 282,489 (3,922) 278,576
Balance (in shares) at Dec. 31, 2022 43,763,243        
Balance at Dec. 31, 2022 $ 4 (1) 282,489 508 283,000
Other comprehensive gain (loss) 0 17 0 0 17
Net income 0 0 0 21,081 21,081
Net income 0 0 0 21,081 21,081
Other comprehensive gain (loss) $ 0 17 0 0 17
Balance (in shares) at Mar. 31, 2023 43,763,243        
Balance at Mar. 31, 2023 $ 4 16 282,489 21,589 304,098
Balance (in shares) at Dec. 31, 2022 43,763,243        
Balance at Dec. 31, 2022 $ 4 (1) 282,489 508 283,000
Net income         13,998
Net 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
Other comprehensive gain (loss) 0 (16) 0 0 (16)
Net income 0 0 0 (9,859) (9,859)
Net income 0 0 0 (9,859) (9,859)
Other comprehensive gain (loss) $ 0 (16) 0 0 (16)
Balance (in shares) at Jun. 30, 2023 43,763,243        
Balance at Jun. 30, 2023 $ 4 0 282,489 11,730 294,223
Net income 0 0 0 2,776 2,776
Net 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
v3.23.3
Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals)
3 Months Ended
Mar. 31, 2022
$ / shares
Dividends declared, per share (in dollars per share) $ 0.24
v3.23.3
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities    
Net income $ 13,998 $ 278
Adjustments to reconcile net income to net cash from operating activities:    
Depreciation 7,736 7,850
Amortization of deferred financing costs 75 72
Benefit for deferred income taxes 0 (255)
Change in fair value of equity securities (3,117) 7,940
Change in fair value of derivative instruments 3,523 (3,053)
Loss on the sale of investments 2,543 15
Stock based compensation 0 46
Loss on disposal of property and equipment 8 60
Noncash interest expense 26 0
Changes in operating assets and liabilities:    
Accounts receivable (3,295) 5,597
Accounts receivable – related parties 6 47
Inventory (149) 9,523
Income tax receivable 32 7,759
Prepaid expenses 2,700 2,711
Prepaid expenses - related parties 0 (8)
Other assets (5,019) 296
Accounts payable (14,910) 9,257
Accounts payable - related parties (800) 338
Accrued expenses and other current liabilities (404) 25
Accrued expenses and other current liabilities – related parties 0 (1)
Deferred revenue (2,030) (4,128)
Other noncurrent liabilities 1,553 (242)
Net cash provided by operating activities 2,476 44,127
Cash flows from investing activities    
Collateralization of derivative instruments 2,991 865
Proceeds from the sale of marketable securities 37,701 263
Proceeds from the sale of property and equipment 0 61
Capital expenditures (4,994) (3,692)
Net cash provided by (used in) investing activities 35,698 (2,503)
Cash flows from financing activities    
Payment of dividends (7,877) (7,877)
Deferred financing costs (14) 0
Net cash used in financing activities (7,891) (7,877)
Net change in cash and cash equivalents 30,283 33,747
Cash and cash equivalents at beginning of period 175,640 137,521
Cash and cash equivalents at end of period 205,923 171,268
Cash paid for income taxes 0 72
Noncash investing and financing activities:    
Noncash capital expenditures $ 518 $ 214
v3.23.3
Note 1 - Significant Accounting Policies
9 Months Ended
Sep. 30, 2023
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 2022 Annual Report on Form 10-K, 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. Intercompany transactions and balances have been eliminated in consolidation.

 

Recent Accounting Standards

 

No new accounting standards have been adopted recently.

 

Proposed Accounting Standards  

 

In  March 2023, the Financial Accounting Standards Board (the "FASB") issued Proposed Accounting Standards Update (ASU) No. 2023-ED100 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which aims to address requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. The amendments in this Proposed ASU, if adopted, would address the investor requests for more transparency of income tax information and would apply to all entities that are subject to income taxes. The Company is in the process of evaluating this proposed accounting standard.

 

In July 2023, the FASB issued Proposed Accounting Standards Update (ASU) No. 2023-ED500 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, 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 Proposed ASU would require public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. The Company is evaluating this proposed accounting standard.

 

v3.23.3
Note 2 - Government Tax Credits
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Other Income and Other Expense Disclosure [Text Block]

2)

GOVERNMENT TAX CREDITS

 

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

 

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

 

Within the law of the BTC, small agri-biodiesel producers with production capacity not in excess of 60 million gallons are eligible for an additional tax credit of $0.10 per gallon on the first 15 million gallons of agri-biodiesel sold (the “Small Agri-biodiesel Producer Tax Credit”). The Company was eligible for this credit as part of the tax provision.

 

CARES ACT EMPLOYEE RETENTION TAX CREDIT

 

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

 

 
v3.23.3
Note 3 - Revenue Recognition
9 Months Ended
Sep. 30, 2023
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 are satisfied.

 

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

 

Contract Assets and Liabilities:

 

Contract assets consist of unbilled amounts typically resulting from revenue recognized through bill-and-hold arrangements. The contract assets at  September 30, 2023 and  December 31, 2022 consist of unbilled revenue from one customer and cash due from another customer and are recorded as accounts receivable in the consolidated balance sheets. Contract liabilities consist of advance payment arrangements related to material rights recorded as deferred revenue in the consolidated balance sheets. Increases to contract liabilities from cash received or due for a performance obligation of chemical segment plant expansions were $506 and $733 for the three months and $538 and $733 for the nine months ended September 30, 2023 and 2022, 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 $444 and $2,037 for the three months and $2,402 and $5,211 for the nine months ended September 30, 2023 and 2022, respectively. These contract asset and liability balances are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period.

 

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

 

Contract Assets and Liability Balances

 

September 30, 2023

  

December 31, 2022

 

Trade receivables, included in accounts receivable*

 $15,432  $16,459 

Contract assets, included in accounts receivable

 $977  $775 

Contract liabilities, included in deferred revenue - short-term

 $3,281  $3,565 

Contract liabilities, included in deferred revenue - long-term

 $10,025  $11,605 

 

*Exclusive of the BTC of $13,084 and $8,970, respectively, and net of allowances for bad debt of $67 and $48, respectively, as of the dates noted.

 

Transaction price allocated to the remaining performance obligations:

 

At September 30, 2023, approximately $13,306 of revenue is expected to be recognized from remaining performance obligations. FutureFuel expects to recognize this revenue ratably over expected sales over the expected term of its long-term contracts which range from three to five years. Approximately 25% of this revenue is expected to be recognized over the next 12 months, and 75% is expected to be recognized over the subsequent 45 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,

 
  

2023

  

2022

  

2023

  

2022

 

Contract revenue from customers with > 1-year arrangements

 $8,291  $9,762  $28,318  $26,052 

Contract revenue from customers with < 1-year arrangements

  108,406   108,324   247,757   251,980 

Revenue from non-contractual arrangements

  55   55   166   166 

Total revenue

 $116,752  $118,141  $276,241  $278,198 

 

Timing of revenue:

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Bill-and-hold revenue

 $10,149  $9,713  $31,504  $26,960 

Non-bill-and-hold revenue

  106,603   108,428   244,737   251,238 

Total revenue

 $116,752  $118,141  $276,241  $278,198 

 

As of September 30, 2023 and  December 31, 2022, $4,010 and $4,473 of bill-and-hold revenue had not shipped, respectively. 

 

v3.23.3
Note 4 - Inventory
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Inventory Disclosure [Text Block]

4)

INVENTORY

 

The carrying values of inventory were as follows as of:

 

  

September 30, 2023

  

December 31, 2022

 

At average cost (approximates current cost)

        

Finished goods

 $11,959  $11,719 

Work in process

  922   879 

Raw materials and supplies

  27,740   33,897 
   40,621   46,495 

LIFO reserve

  (13,711)  (19,734)

Total inventory

 $26,910  $26,761 

 

A LIFO liquidation of $151and $2,124 occurred in the nine and twelve months ended September 30, 2023 and December 31, 2022, respectively. The liquidation in 2023 related to the reduction of biodiesel inventory and the liquidation in 2022 related to the exit from pipeline business.

 

v3.23.3
Note 5 - Derivative Instruments
9 Months Ended
Sep. 30, 2023
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 statement of income as a component of cost of goods sold.

 

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 2023 or 2022. The Company has elected the normal purchase and normal sales exception for certain feedstock purchase contracts and supply agreements.

 

Realized gains and losses on derivative instruments and changes in fair value of the derivative instruments are recorded in the consolidated statements of operations as a component of cost of goods sold and amounted to a loss of $14,068 and $1,373 (realized loss of $7,286 and gain of $2,150) for the three and nine months ended September 30, 2023, respectively, and a gain of $4,688 and loss of $21,917 (realized gain of $4,023 and loss of $24,970) for the three and nine months ended September 30, 2022, respectively.

 

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

 

  

Asset (Liability)

 
  

September 30, 2023

  

December 31, 2022

 
  

Contract Quantity

  

Fair Value

  

Contract Quantity

  

Fair Value

 

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

  182  $(3,665)  305  $(142)

 

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $5,079 and $2,088 at September 30, 2023 and  December 31, 2022, 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.

 

v3.23.3
Note 6 - Marketable Securities
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Cash, Cash Equivalents, and Marketable Securities [Text Block]

6)

MARKETABLE SECURITIES

 

During the three months ended  September 30, 2023, FutureFuel held no marketable equity and trust preferred (debt) securities. The previous sale of these securities was recorded as a component of net income with a gain of $575 in the nine months ended September 30, 2023. 

 

At December 31, 2022, FutureFuel had investments in certain marketable equity and trust preferred (debt) securities which had a fair market value of $37,126.  These investments were classified as current assets in the consolidated balance sheet.  The trust preferred securities held at December 31, 2022 were designated as being available-for-sale.  Accordingly, these securities were recorded at fair value of $3,675.

 

In accordance with ASC 321, the change in the fair value of marketable equity securities (preferred and other equity instruments) is reported as a component of net income. The change in the fair value of marketable equity securities (preferred and other equity instruments) for the three and nine months ended September 30, 2022 was a loss of $602 and $7,940, respectively.

 

The aggregate fair value of debt securities with unrealized losses totaled $2,627 at  December 31, 2022. Sales of debt securities were $0 in the nine months ended September 30, 2022.

 

v3.23.3
Note 7 - Fair Value Measurements
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

7)

 FAIR VALUE MEASUREMENTS

 

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Fair value accounting pronouncements also include a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of FutureFuel. Unobservable inputs are inputs that reflect FutureFuel’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.

 

The following tables provide information by level for assets and liabilities that are measured at fair value, on a recurring basis, at September 30, 2023 and  December 31, 2022

 

  

Asset (Liability)

 
      

Fair Value Measurements Using

 
  

Fair Value at

  

Inputs Considered as:

 

Description

 

September 30, 2023

  

Level 1

  

Level 2

  

Level 3

 

Derivative instruments

 $(3,665) $(3,665) $-  $- 

 

  

Asset (Liability)

 
      

Fair Value Measurements Using

 
  

Fair Value at

  

Inputs Considered as:

 

Description

 

December 31, 2022

  

Level 1

  

Level 2

  

Level 3

 

Derivative instruments

 $(142) $(142) $-  $- 

Preferred stock and other equity instruments

 $33,450  $33,450  $-  $- 

Trust preferred stock

 $3,676  $3,676  $-  $- 

 

v3.23.3
Note 8 - Accrued Expenses and Other Current Liabilities
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

8)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

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

 

  

September 30, 2023

  

December 31, 2022

 

Accrued employee liabilities

 $3,444  $3,287 

Accrued property, franchise, motor fuel and other taxes

  755   1,165 

Lease liability, current

  433   630 

Other

  441   395 

Total

 $5,073  $5,477 

 

v3.23.3
Note 9 - Borrowings
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Debt Disclosure [Text Block]

9)

BORROWINGS

 

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

 

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

 

  

Adjusted SOFR Rate Loans and

         

Consolidated Leverage Ratio

 

Letter of Credit Fee

  

Base Rate Loans

  

Commitment Fee

 

< 1.00:1.0

  1.00%  0.00%  0.15%

≥ 1.00:1.0 And < 1.50:1.0

  1.25%  0.25%  0.15%

≥ 1.50:1.0 And < 2.00:1.0

  1.50%  0.50%  0.20%

≥ 2.00:1.0 And < 2.50:1.0

  1.75%  0.75%  0.20%

≥ 2.50:1.0

  2.00%  1.00%  0.25%

 

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

 

There were no borrowings under the Credit Agreement at September 30, 2023 or December 31, 2022.

 

v3.23.3
Note 10 - Income Tax Provision
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

10)

INCOME TAX PROVISION

 

The following table summarizes the income tax provision.  

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Income tax provision

 $12  $1,697  $34  $55 

Effective tax rate

  0.4%  9.7%  0.2%  16.5%

 

The Company’s income tax provision for the three and nine months ended September 30, 2023 comprises only small amounts of current state taxes.  No deferred tax benefits on ongoing tax losses have been recognized, reflecting management’s determination that none of the net deferred tax assets generated on its 2023 tax losses are more likely than not to be realized.  The three-month period in 2022 similarly reflected immaterial state taxes and miscellaneous items, while the nine-month period included the cumulative impact of valuation allowances recorded against certain existing deferred tax assets.

 

v3.23.3
Note 11 - Earnings Per Share
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Earnings Per Share [Text Block]

11)

EARNINGS PER SHARE

 

In the three and nine months ended September 30, 2023 and 2022, 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,

 
  

2023

  

2022

  

2023

  

2022

 

Numerator:

                

Net income

 $2,776  $15,780  $13,998  $278 

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

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

Basic earnings per share

 $0.06  $0.36  $0.32  $0.01 

Diluted earnings per share

 $0.06  $0.36  $0.32  $0.01 


For the three and nine months ended September 30, 2023, 41,534 and 42,080 options to purchase FutureFuel’s common stock were excluded, respectively, in the computation of diluted earnings per share as all were anti-dilutive. In the three and nine months ended September 30, 2022, 44,000 and 30,667 options were excluded, respectively.

 

v3.23.3
Note 12 - Related Party Transactions
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

12)

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. During the three months ended September 30, 2023, a settlement was reached on the previously disclosed natural gas dispute.  See Note 14 Legal Matters.

 

v3.23.3
Note 13 - Segment Information
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

13)

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 the 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, 2023, FutureFuel held 4.2 million of RINs in inventory with a fair market value of $6,971 and no cost. Comparatively, at September 30, 2022, FutureFuel held 8.1 million of RINs in inventory with a fair market value of $12,752 and no cost.

 

Summary of business by segment

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Revenue

                

Custom chemicals

 $14,454  $16,047  $46,650  $44,028 

Performance chemicals

  3,393   5,459   11,834   17,233 

Chemical revenue

  17,847   21,506   58,484   61,261 

Biofuel revenue

  98,905   96,635   217,757   216,937 

Total Revenue

 $116,752  $118,141  $276,241  $278,198 
                 

Segment gross profit

                

Chemical

 $6,878  $8,362  $21,917  $17,976 

Biofuel

  (3,008)  11,623   (5,016)  (4,169)

Total gross profit

 $3,870  $19,985  $16,901  $13,807 

 

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.

 

v3.23.3
Note 14 - Legal Matters
9 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Legal Matters and Contingencies [Text Block]

14)

LEGAL MATTERS

 

From time to time, FutureFuel and its operations are parties to, or targets of, lawsuits, claims, investigations, regulatory matters, and proceedings, which are being handled and defended in the ordinary course of business. While FutureFuel is unable to predict the outcomes of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any such pending matters will have a material adverse effect on its overall financial condition, results of operations, or cash flows.

 

During the three months ended September 30, 2023, the parties to the previously disclosed natural gas dispute and the Company entered into a settlement agreement to resolve the matter completely. Based on such settlement, the Company released $882 of the previously accrued expense.

 

 

v3.23.3
Insider Trading Arrangements
9 Months Ended
Sep. 30, 2023
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

Item 5. Other Information.

 

None.

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
v3.23.3
Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2023
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 2022 Annual Report on Form 10-K, 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. Intercompany transactions and balances have been eliminated in consolidation.

 

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Standards

 

No new accounting standards have been adopted recently.

 

Proposed Accounting Standards  

 

In  March 2023, the Financial Accounting Standards Board (the "FASB") issued Proposed Accounting Standards Update (ASU) No. 2023-ED100 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which aims to address requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. The amendments in this Proposed ASU, if adopted, would address the investor requests for more transparency of income tax information and would apply to all entities that are subject to income taxes. The Company is in the process of evaluating this proposed accounting standard.

 

In July 2023, the FASB issued Proposed Accounting Standards Update (ASU) No. 2023-ED500 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, 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 Proposed ASU would require public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items. The Company is evaluating this proposed accounting standard.

v3.23.3
Note 3 - Revenue Recognition (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]

Contract Assets and Liability Balances

 

September 30, 2023

  

December 31, 2022

 

Trade receivables, included in accounts receivable*

 $15,432  $16,459 

Contract assets, included in accounts receivable

 $977  $775 

Contract liabilities, included in deferred revenue - short-term

 $3,281  $3,565 

Contract liabilities, included in deferred revenue - long-term

 $10,025  $11,605 
Disaggregation of Revenue [Table Text Block]
  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Contract revenue from customers with > 1-year arrangements

 $8,291  $9,762  $28,318  $26,052 

Contract revenue from customers with < 1-year arrangements

  108,406   108,324   247,757   251,980 

Revenue from non-contractual arrangements

  55   55   166   166 

Total revenue

 $116,752  $118,141  $276,241  $278,198 
  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Bill-and-hold revenue

 $10,149  $9,713  $31,504  $26,960 

Non-bill-and-hold revenue

  106,603   108,428   244,737   251,238 

Total revenue

 $116,752  $118,141  $276,241  $278,198 
v3.23.3
Note 4 - Inventory (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Inventory, Current [Table Text Block]
  

September 30, 2023

  

December 31, 2022

 

At average cost (approximates current cost)

        

Finished goods

 $11,959  $11,719 

Work in process

  922   879 

Raw materials and supplies

  27,740   33,897 
   40,621   46,495 

LIFO reserve

  (13,711)  (19,734)

Total inventory

 $26,910  $26,761 
v3.23.3
Note 5 - Derivative Instruments (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Derivative Instruments [Table Text Block]
  

Asset (Liability)

 
  

September 30, 2023

  

December 31, 2022

 
  

Contract Quantity

  

Fair Value

  

Contract Quantity

  

Fair Value

 

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

  182  $(3,665)  305  $(142)
v3.23.3
Note 7 - Fair Value Measurements (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Fair Value, Assets Measured on Recurring Basis [Table Text Block]
  

Asset (Liability)

 
      

Fair Value Measurements Using

 
  

Fair Value at

  

Inputs Considered as:

 

Description

 

September 30, 2023

  

Level 1

  

Level 2

  

Level 3

 

Derivative instruments

 $(3,665) $(3,665) $-  $- 
  

Asset (Liability)

 
      

Fair Value Measurements Using

 
  

Fair Value at

  

Inputs Considered as:

 

Description

 

December 31, 2022

  

Level 1

  

Level 2

  

Level 3

 

Derivative instruments

 $(142) $(142) $-  $- 

Preferred stock and other equity instruments

 $33,450  $33,450  $-  $- 

Trust preferred stock

 $3,676  $3,676  $-  $- 
v3.23.3
Note 8 - Accrued Expenses and Other Current Liabilities (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Accrued Liabilities [Table Text Block]
  

September 30, 2023

  

December 31, 2022

 

Accrued employee liabilities

 $3,444  $3,287 

Accrued property, franchise, motor fuel and other taxes

  755   1,165 

Lease liability, current

  433   630 

Other

  441   395 

Total

 $5,073  $5,477 
v3.23.3
Note 9 - Borrowings (Tables)
9 Months Ended
Sep. 30, 2023
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%
v3.23.3
Note 10 - Income Tax Provision (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]
  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Income tax provision

 $12  $1,697  $34  $55 

Effective tax rate

  0.4%  9.7%  0.2%  16.5%
v3.23.3
Note 11 - Earnings Per Share (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Numerator:

                

Net income

 $2,776  $15,780  $13,998  $278 

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

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

Basic earnings per share

 $0.06  $0.36  $0.32  $0.01 

Diluted earnings per share

 $0.06  $0.36  $0.32  $0.01 
v3.23.3
Note 13 - Segment Information (Tables)
9 Months Ended
Sep. 30, 2023
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2023

  

2022

  

2023

  

2022

 

Revenue

                

Custom chemicals

 $14,454  $16,047  $46,650  $44,028 

Performance chemicals

  3,393   5,459   11,834   17,233 

Chemical revenue

  17,847   21,506   58,484   61,261 

Biofuel revenue

  98,905   96,635   217,757   216,937 

Total Revenue

 $116,752  $118,141  $276,241  $278,198 
                 

Segment gross profit

                

Chemical

 $6,878  $8,362  $21,917  $17,976 

Biofuel

  (3,008)  11,623   (5,016)  (4,169)

Total gross profit

 $3,870  $19,985  $16,901  $13,807 
v3.23.3
Note 3 - Revenue Recognition 1 (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Increase (Decrease) in Contract with Customer, Liability     $ (2,030) $ (4,128)  
Contract with Customer, Liability, Revenue Recognized $ 444 $ 2,037 2,402 5,211  
Accounts Receivable, Blenders' Tax Credit 13,084   13,084   $ 8,970
Accounts Receivable, Allowance for Credit Loss 67   67   48
Bill and Hold Arrangements [Member] | Four Customers [Member]          
Contract with Customer, Liability 4,010   4,010   $ 4,473
Chemicals [Member]          
Increase (Decrease) in Contract with Customer, Liability $ 506 $ 733 $ 538 $ 733  
v3.23.3
Note 3 - Revenue Recognition 2 (Details Textual)
$ in Thousands
Sep. 30, 2023
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01  
Revenue, Remaining Performance Obligation, Amount $ 13,306
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) 12 months
Revenue, Remaining Performance Obligation, Percentage 25.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | Minimum [Member]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) 3 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | Maximum [Member]  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) 5 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year) 45 months
Revenue, Remaining Performance Obligation, Percentage 75.00%
v3.23.3
Note 3 - Revenue Recognition - Contract Assets and Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Trade receivables, included in accounts receivable* [1] $ 15,432 $ 16,459
Contract assets, included in accounts receivable 977 775
Contract liabilities, included in deferred revenue - short-term 3,281 3,565
Contract liabilities, included in deferred revenue - long-term $ 10,025 $ 11,605
[1] Exclusive of the BTC of $7,037 and $8,970, respectively, and net of allowances for bad debt of $74 and $48, respectively, as of the dates noted.
v3.23.3
Note 3 - Revenue Recognition - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenue from Contract with Customer $ 116,752 $ 118,141 $ 276,241 $ 278,198
Revenue from non-contractual arrangements 55 55 166 166
Revenue 116,752 118,141 276,241 278,198
Bill and Hold Revenue [Member]        
Revenue from Contract with Customer 10,149 9,713 31,504 26,960
Revenue 10,149 9,713 31,504 26,960
Non-bill and Hold Revenue [Member]        
Revenue from Contract with Customer 106,603 108,428 244,737 251,238
Revenue 106,603 108,428 244,737 251,238
Short-Term Contract with Customer [Member]        
Revenue from Contract with Customer 8,291 9,762 28,318 26,052
Revenue 8,291 9,762 28,318 26,052
Long-Term Contract with Customer [Member]        
Revenue from Contract with Customer 108,406 108,324 247,757 251,980
Revenue $ 108,406 $ 108,324 $ 247,757 $ 251,980
v3.23.3
Note 4 - Inventory (Details Textual) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Effect of LIFO Inventory Liquidation on Income $ 151 $ 2,124
v3.23.3
Note 4 - Inventory - Carrying Values of Inventory (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Finished goods $ 11,959 $ 11,719
Work in process 922 879
Raw materials and supplies 27,740 33,897
Inventory, Gross 40,621 46,495
LIFO reserve (13,711) (19,734)
Total inventory $ 26,910 $ 26,761
v3.23.3
Note 5 - Derivative Instruments (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net $ (14,068) $ 4,688 $ (1,373) $ (21,917)  
Derivative, Gain (Loss) on Derivative, Net (7,286) $ 4,023 2,150 $ (24,970)  
Restricted Cash and Cash Equivalents $ 5,079   $ 5,079   $ 2,088
v3.23.3
Note 5 - Derivative Instruments - Carrying Value of Derivative Instruments (Details) - Future [Member]
Pure in Thousands, $ in Thousands
Sep. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
Regulated fixed price future commitments, included in other current assets (in thousand barrels) 182 305
Regulated fixed price future commitments, included in other current assets (in thousand barrels) $ (3,665) $ (142)
v3.23.3
Note 6 - Marketable Securities (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Marketable Securities, Gain (Loss) $ 0 $ (590) $ 575 $ (7,956)  
Marketable Securities         $ 37,126
Debt Securities, Available-for-Sale         3,675
Equity Securities, FV-NI, Unrealized Gain (Loss)   $ (602) $ 3,117 (7,940)  
Debt Securities, Available-for-Sale, Unrealized Loss Position         $ 2,627
Proceeds from Sale and Maturity of Debt Securities, Available-for-Sale       $ 0  
v3.23.3
Note 7 - Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Trust preferred stock   $ 3,675
Fair Value, Recurring [Member]    
Derivative instruments $ (3,665) (142)
Preferred stock and other equity instruments   33,450
Trust preferred stock   3,676
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]    
Derivative instruments (3,665) (142)
Preferred stock and other equity instruments   33,450
Trust preferred stock   3,676
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]    
Derivative instruments 0 0
Preferred stock and other equity instruments   0
Trust preferred stock   0
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]    
Derivative instruments $ 0 0
Preferred stock and other equity instruments   0
Trust preferred stock   $ 0
v3.23.3
Note 8 - Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Accrued employee liabilities $ 3,444 $ 3,287
Accrued property, franchise, motor fuel and other taxes 755 1,165
Other 441 395
Total 5,073 5,477
Other Current Liabilities [Member]    
Lease liability, current $ 433 $ 630
v3.23.3
Note 9 - Borrowings (Details Textual) - Regions Bank and PNC Bank N.A. [Member] - Revolving Credit Facility [Member] - USD ($)
$ in Thousands
Mar. 30, 2020
Sep. 30, 2023
Dec. 31, 2022
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, Total   $ 0 $ 0
v3.23.3
Note 9 - Borrowings - Leverage Ratio (Details)
9 Months Ended
Sep. 30, 2023
Maximum [Member]  
Leverage ratio 0.5
Leverage Ratio1 [Member]  
Spread on variable rate 0.15%
Leverage Ratio1 [Member] | Secured Overnight Financing Rate (SOFR) [Member]  
Leverage ratio 1
Leverage Ratio1 [Member] | Base Rate [Member]  
Leverage ratio 0
Leverage Ratio 2 [Member]  
Spread on variable rate 15.00%
Leverage Ratio 2 [Member] | Secured Overnight Financing Rate (SOFR) [Member]  
Leverage ratio 1.25
Leverage Ratio 2 [Member] | Base Rate [Member]  
Leverage ratio 0.25
Leverage Ratio 3 [Member]  
Spread on variable rate 20.00%
Leverage Ratio 3 [Member] | Secured Overnight Financing Rate (SOFR) [Member]  
Leverage ratio 1.5
Leverage Ratio 4 [Member]  
Spread on variable rate 20.00%
Leverage Ratio 4 [Member] | Secured Overnight Financing Rate (SOFR) [Member]  
Leverage ratio 1.75
Leverage Ratio 4 [Member] | Base Rate [Member]  
Leverage ratio 0.75
Leverage Ratio 5 [Member]  
Spread on variable rate 0.25%
Leverage Ratio 5 [Member] | Secured Overnight Financing Rate (SOFR) [Member]  
Leverage ratio 2
Leverage Ratio 5 [Member] | Base Rate [Member]  
Leverage ratio 1
v3.23.3
Note 10 - Income Tax Provision (Details Textual)
$ in Thousands
Sep. 30, 2023
USD ($)
Deferred Tax Assets, Net of Valuation Allowance $ 0
v3.23.3
Note 10 - Income Tax Provision - Summary of Provisions for Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income tax provision $ 12 $ 1,697 $ 34 $ 55
Effective tax rate 0.40% 9.70% 0.20% 16.50%
v3.23.3
Note 11 - Earnings Per Share (Details Textual) - shares
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Share-Based Payment Arrangement, Option [Member]        
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 41,534 44,000 42,080 30,667
v3.23.3
Note 11 - 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, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Net income $ 2,776 $ (9,859) $ 21,081 $ 15,780 $ (3,104) $ (12,398) $ 13,998 $ 278
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     0     1,920 0
Weighted average shares outstanding – diluted (in shares) 43,765,709     43,763,243     43,765,163 43,763,243
Basic (in dollars per share) $ 0.06     $ 0.36     $ 0.32 $ 0.01
Diluted (in dollars per share) $ 0.06     $ 0.36     $ 0.32 $ 0.01
v3.23.3
Note 13 - Segment Information (Details Textual)
$ in Thousands
9 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Number of Reportable Segments 2  
Chemicals [Member]    
Number of Reportable Segments 2  
Biofuels [Member]    
Number of RINs in Inventory 4,200,000 8,100,000
RIN, Fair Market Value $ 6,971 $ 12,752
RIN, Cost $ 0 $ 0
v3.23.3
Note 13 - Segment Information - Summary of Business by Segment (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenue from Contract with Customer $ 116,752 $ 118,141 $ 276,241 $ 278,198
Gross profit 3,870 19,985 16,901 13,807
Operating Segments [Member] | Chemicals [Member]        
Revenue from Contract with Customer 17,847 21,506 58,484 61,261
Gross profit 6,878 8,362 21,917 17,976
Operating Segments [Member] | Chemicals [Member] | Custom Chemicals [Member]        
Revenue from Contract with Customer 14,454 16,047 46,650 44,028
Operating Segments [Member] | Chemicals [Member] | Performance Chemicals [Member]        
Revenue from Contract with Customer 3,393 5,459 11,834 17,233
Operating Segments [Member] | Biofuels [Member]        
Revenue from Contract with Customer 98,905 96,635 217,757 216,937
Gross profit $ (3,008) $ 11,623 $ (5,016) $ (4,169)
v3.23.3
Note 14 - Legal Matters (Details Textual)
$ in Thousands
3 Months Ended
Sep. 30, 2023
USD ($)
Gain (Loss) Related to Litigation Settlement $ 882

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