What changed in this filing

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Item 9A. Controls and Procedures

2022-03-15 compared with 2021-03-16 · 91 added, 144 removed, 633 unchanged (27% of the section changed)

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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 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 as of December 31, 2019 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.

Based on that evaluation, our chief executive officer and our principal financial officer have concluded that these disclosure controls and procedures as of December 31, 2021 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 ’

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Based on this assessment, management has concluded that, as of December 31, 2021, our internal control over financial reporting is effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited, RSM US LLP, a registered public accounting firm, which expressed an unqualified opinion as stated in their report, a copy of which is included below.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by RSM US LLP, a registered public accounting firm, which expressed an unqualified opinion as stated in their report, a copy of which is included below.

Report of Independent Registered Public Accounting Firm

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Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income and comprehensive income, cash flows, and changes in stockholders’

equity for each of the two years in the period ended December 31, 2020 and the related notes to the consolidated financial statements of the Company and our report dated March 16, 2021 expressed an unqualified opinion.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of income and comprehensive income, cash flows, and changes in stockholders’

equity for each of the three years in the period ended December 31, 2021 and the related notes to the consolidated financial statements of the Company and our report dated March 15, 2022 expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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We did not fail to disclose any information required to be disclosed in a report on Form 8-K during the fourth quarter of 2021.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Unless otherwise stated, all dollar amounts are in thousands.

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Identification of Directors

Our directors as of December 31, 2020 are as follows:

Our directors as of December 31, 2021 are as follows:

Director Since

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Principal Financial Officer and Chief Financial Officer

Executive Vice President

Flynn retired from the company on September 30, 2020 

There is no arrangement or understanding between any of the above officers and any other person pursuant to which such person was or is to be selected as an officer.

Senior Vice President of Strategy and Planning

Lyon was hired on September 7, 2021. 

There is no arrangement or understanding between any of the above officers and any other person pursuant to which such person was or is to be selected as an officer.

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Novelly’s service and experience as a director for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board.

Levy has been a member of our board since November 2005.

Levy co-founded Levy, Harkins & Co., Inc., an investment advisory firm, where he now serves as chairman emeritus of the board.

Levy was a director of Traffix, Inc.

between November 1995 and 2006, and served as a member of its audit committee and stock options committee.

He is a director of World Point Terminals, Inc., a Delaware company based in Missouri that, through its operating subsidiaries, owns and operates petroleum storage facilities in the United States.

FutureFuel Corp.’s chairman, Paul A.

Novelly, is the chairman of the board of World Point Terminals, Inc.

In the past five years, Mr.

Levy was a director of WPT GP, LLC, a wholly owned subsidiary of World Point Terminals, Inc.

and general partner of World Point Terminals, LP.

World Point Terminals, LP was a publicly traded master limited partnership listed on the New York Stock Exchange until July 2017.

Our board believes that Mr.

Levy’s experience, knowledge, skills, and expertise as a member of our board and his knowledge of our operations and business strategies gained over his ten-plus years of service to us in that capacity provide valuable perspective to our board and add significant value.

Additionally, Mr.

Levy’s finance and investment experience from his involvement with Levy, Harkins & Co., Inc.

is integral to our board’s assessment of our business opportunities and strategic options.

Levy’s service and experience as a director for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board.

Bedell has been a member of our board since March 17, 2008.

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Cole currently serves as a trustee of Lyon College in Batesville.

As of December 31, 2017, First Community Bank had 20 branch locations in Northeast Arkansas and Southwest Missouri and maintained assets of $1,339,893,950.

As of December 31, 2017, First Community Bank had 20 branch locations in Northeast Arkansas and Southwest Missouri and maintained assets of over $2 billion.

Cole's extensive career in banking built in him a strong foundation in business, regulatory environments, and corporate governance.

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experience, knowledge, skills, and expertise acquired as controller of FutureFuel Chemical Company, and her knowledge of our operations and business strategies gained over her years of service in that role, as well as experience as a certified public accountant, add significant value to the Company.

Lyon was appointed as our senior vice president of strategy and planning.

Lyon was previously hired as Senior Vice President of Strategy and Planning at FutureFuel Chemical Company, a wholly owned subsidiary of the Company, on September 7, 2021.

In his new capacity, Mr.

Lyon will lead the Company in sales, marketing, and technology and develop and implement a business growth strategy for custom chemicals, specialty chemicals, and biodiesel products.

Lyon is a global business executive with over 25 years of international business experience in over 30 countries in the industrial chemical and specialty chemical industries.

He has extensive experience in establishing and growing specialty chemicals businesses, especially in the Americas and Asia Pacific regions.

Lyon received a BS in Chemical Engineering and a MS in Engineering Management, both from the University of Missouri in Rolla (now Missouri University of Science and Technology).

Prior to joining FutureFuel Chemical Company, Mr.

Lyon was employed by Prefere Resins, where he was Business Director for the Americas and Asia.

Prior to Prefere, and for fifteen years, he was Business Director, Americas and Asia, for INEOS Melamines, a unit of INEOS.

There, he was highly engaged in leading business growth in Asia, established the business’ first commercial entity in Singapore, and the first manufacturing capability in the region with a strategic alliance in Indonesia.

Before that, Mr.

Lyon served as a regional and global business manager for the Specialty Resins business of UCB and Solutia Inc., where he was responsible for implementing growth strategies for products serving the automotive OEM and other high-performance coatings markets.

Lyon started his career with Monsanto Company, and held management positions in engineering, manufacturing, and global product management serving numerous specialty market segments including detergents, tire and rubber chemicals, pharma intermediates, and agricultural products.

Our board believes the experience, knowledge, skills, and expertise Mr.

Lyon acquired in his past roles in leadership of specialty chemicals businesses add significant, strategic value to the company.

Additionally, Mr.

Lyon’s experience with business growth in multiple specialty chemicals segments provides the company with significant understanding of the domestic and global chemical industry.

Involvement in Legal Proceedings

None of our directors or executive officers were involved within the past ten years in any matter described in Item 401(f) of Regulation S-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3 and Forms 4 and amendments thereto furnished to us under the rules of the SEC promulgated under Section 16 of the Exchange Act during the fiscal year ended December 31, 2020, and Forms 5 and amendments thereto furnished to us with respect to the fiscal year ended December 31, 2020, as well as any written representation from a reporting person that no Form 5 is required, we are not aware that any officers, members of our board of directors and/or beneficial owners of more than 10% of our common stock failed to file on a timely basis, as disclosed in the aforementioned forms, reports required by Section 16 of the Exchange Act during the year ended December 31, 2020.

Code of Business Conduct and Ethics

We adopted a revised code of business conduct and ethics that applies to all of our employees and the employees of our subsidiaries, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of this revised code of business conduct and ethics has been posted on our Internet website and may be accessed at https://futurefuelcorporation.gcs-web.com/corporate-governance.

We adopted a code of business conduct and ethics that applies to all of our employees and the employees of our subsidiaries, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of this code of business conduct and ethics has been posted on our Internet website and may be accessed at https://futurefuelcorporation.gcs-web.com/corporate-governance.

We will provide any person, without charge, a copy of such code of business conduct and ethics upon request to FutureFuel Corp., 8235 Forsyth Blvd., 4th Floor, Clayton, Missouri 63105, attention:

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Nominating Committee

Our board established a nominating/corporate governance committee and adopted a revised charter for such committee.

A copy of this revised nominating/corporate governance committee charter is posted on our website and may be accessed at http://futurefuelcorporation.gcs-web.com/corporate-governance.

Our board established a nominating/corporate governance committee and adopted a charter for such committee.

A copy of this nominating/corporate governance committee charter is posted on our website and may be accessed at http://futurefuelcorporation.gcs-web.com/corporate-governance.

The nominating/corporate governance committee charter contains procedures for Company shareholders to submit recommendations for nomination to our board.

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Audit Committee

We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, and have adopted a revised audit committee charter.

A copy of this revised audit committee charter has been posted on our website and may be accessed at http://futurefuelcorporation.gcs-web.com/corporate-governance.

We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, and have adopted an audit committee charter.

A copy of this audit committee charter has been posted on our website and may be accessed at http://futurefuelcorporation.gcs-web.com/corporate-governance.

The current members of the audit committee are as follows:

Terrance C.Z.

Manheim (Chair)

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With the exception of Rose M.

Spark, who serves as our principal financial officer and chief financial officer and FutureFuel Chemical Company’s chief financial officer, we determined for 2020 not to pay salaries, bonuses, or other forms of cash compensation to any of our board members that serve as executive officers (in their capacities as such).

Executive officer compensation will be monitored during 2021 and set or adjusted as the board deems appropriate.

Sparks, who serves as our principal financial officer and chief financial officer and FutureFuel Chemical Company’s chief financial officer, we determined for 2021 not to pay salaries, bonuses, or other forms of cash compensation to any of our board members that serve as executive officers (in their capacities as such).

Executive officer compensation will be monitored during 2022 and set or adjusted as the board deems appropriate.

In 2021, we paid salaries, bonuses, and other forms of compensation to the officers of FutureFuel Chemical Company as described below.

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The base salary for Mrs.

Sparks was unchanged for 2020, however, directors fees of $34 were paid to Mrs.

Sparks was increased for 2021, and director fees of $32 were paid to Mrs.

Sparks in 2021.

Flynn was hired in 2014, with a base salary set largely in line with our other executives at FutureFuel Chemical Company and commensurate with his experience.

Flynn’s base salary was unchanged in 2020.

Lyon was hired in 2021, with a base salary set largely in line with our other executives at FutureFuel Chemical Company and commensurate with his experience.

McKinlay was hired in 2017 with a base salary set largely in line with our other executives at FutureFuel Chemical Company and commensurate with his experience.

McKinlay’s base salary was unchanged in 2020.

The Company’s compensation committee and board have considered the advisory vote on executive compensation cast by our shareholders at our annual shareholders’

meeting on September 3, 2020.

Such advisory vote was determined to be in line with recommendations of the compensation committee and the board and the compensation decisions and policies of the Company.

McKinlay’s base salary was unchanged in 2021.

For the year 2021, we established a bonus pool for the employees of our subsidiary, FutureFuel Chemical Company.

The total bonus target amount was determined by our chief executive officer in consultation with our other executive officers.

Eligible FutureFuel Chemical Company employees hired prior to January 1, 2020 received bonuses of approximately 118 hours of pay at their normal hourly rate.

Employees hired in 2020 received a prorated or reduced amount based on their length of service.

Salaried employees of FutureFuel Chemical Company (other than certain lead executives) received an additional bonus amount ranging from $0 to $18.5.

Bonuses to FutureFuel Chemical Company’s managers other than the lead executive team were determined by FutureFuel Chemical Company’s executive team.

Bonuses in 2020 for Mr.

McKinlay and Mrs.

Sparks, and other members of management of FutureFuel Chemical Company were recommended by our chief executive officer, then reviewed and approved by the Compensation Committee of our Board after considering several factors, including our overall financial performance and comparative information regarding the executive pay practices of our competitors.

Eligible FutureFuel Chemical Company employees hired prior to January 1, 2021 received bonuses of approximately 124 hours of pay at their normal hourly rate.

Employees hired in 2021 received a prorated or reduced amount based on their length of service.

Salaried employees of FutureFuel Chemical Company (other than FutureFuel Chemical Company's lead 

management team) received an additional bonus amount ranging from $0 to $21.

Bonuses to FutureFuel Chemical Company’s managers other than the lead management team were determined by FutureFuel Chemical Company’s officers.

Bonuses in 2021 for Mr.

McKinlay, Mrs.

Lyon, and other members of lead management of FutureFuel Chemical Company were recommended by our chief executive officer, then reviewed and approved by the Compensation Committee of our Board after considering several factors, including our overall financial performance and comparative information regarding the executive pay practices of our competitors.

Such bonus distributions were designed to be sufficient compensation for the services rendered, competitive with market rates for similar services, and sufficient to motivate these individuals to aid in our achievement of short-term and long-term corporate goals.

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Annual performance vested options will vest 25% for each year that the annual cash flow target is achieved (with provisions for subsequent year catch-ups).

Neither our management nor our compensation committee, however, has through the year ended December 31, 2020 made any awards that were contingent upon the achievement of specified performance goals or that were otherwise performance-vested.

Neither our management nor our compensation committee, however, has through the year ended December 31, 2021 made any awards that were contingent upon the achievement of specified performance goals or that were otherwise performance-vested.

Rather, through 2021, all grants were made in the discretion of our compensation committee based upon their authority under the Incentive Plan.

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Our compensation committee currently consists of Donald C.

Bedell (Chair), Edwin A.

Levy, and Terrance C.Z.

Bedell (Chair), Dale E.

Cole, and Terrance C.Z.

Each of these individuals is an “independent director”

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and treasurer, FutureFuel Corp.

Flynn (a), (c)

Executive vice president of business and marketing,

FutureFuel Chemical Company

Tom McKinlay(a)

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FutureFuel Chemical Company

Charles Lyon (a), (c)

Strategy & Planning

FutureFuel Chemical Company

Executive officers of FutureFuel Chemical Company for the years indicated.

Sparks, all other compensation includes director fees of $34 and $12 in 2020 and 2019, respectively.

Flynn retired from the company on September 30, 2020.

Sparks, all other compensation includes director fees of 

$32, $34 and $12 in 2021, 2020 and 2019, respectively.

Lyon was hired on September 7, 2021.

Represents the grant date valuation of the awards under ASC Topic 718, Stock Compensation .

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The above amounts do not include travel expenses reimbursed pursuant to Company policy.

For 2020, the value of all other compensation not a perquisite or personal benefit in excess of $10 for:

Sparks was $17 of 401(k) match, (ii) Mr.

Flynn was $20 of 401(k) match and $14 in connection with his severance upon retirement, and (iii) Mr.

McKinlay was $17 of 401(k) match.

For 2021, the value of all other compensation not a perquisite or personal benefit in excess of $10 for Mrs.

Sp arks was $17 of 401(k) match and to Mr.

McKinlay $7 of 401(k) match.

Grants of Plan-Based Awards

All Other Option

Exercise or Base

Price of Option

Awards ($/Sh)

Thomas McKinlay(a)

(a) In January 2020, we granted 24,000 stock options to our chief operating officer, Tom McKinlay.

The options awarded have an exercise price equal to the mean between the highest and lowest quoted sales prices for FutureFuel’s common stock as of the grant date as reported by the New York Stock Exchange.

The options awarded vested immediately and expire on January 21, 2025.

Please see Note 18 to our consolidated financial statements for a discussion of the company’s plan-based awards.

No stock options were awarded in 2021.

Outstanding Equity Awards at Fiscal Year-End

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Option Exercises and Stock Vested

There were no options exercised by our executive officers in 2020 and no stock awards that vested in 2020.

The table below describes the options exercised by our executive officers in 2021.

No stock awards vested in 2021.

Option Exercises

Number of shares

exercise (#)

Thomas McKinlay(a)

(a) Based on an exercise price of $11.56 and the average of the high and low market price on the date of exercise.

Potential Payments upon Termination or Change in Control

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Terrance C.Z.

The following table sets forth information concerning unexercised options, stock awards that have not vested, and equity incentive plan awards as of December 31, 2020 with respect to our directors.

Levy resigned on May 1, 2021.

The following table sets forth information concerning unexercised options, stock awards that have not vested, and equity incentive plan awards as of December 31, 2021 with respect to our directors.

Option Awards

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This section provides the annual ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (‟PEO”).

The Company’s principal executive officer (“PEO”) is Mr.

The Company’s PEO is Mr.

The purpose of this disclosure is to provide a measure of the equitability of pay within the organization. 

The Company believes its compensation philosophy and process yield an equitable result.

Median total annual compensation of all employees other than our PEO:  

Novelly (‟PEO”) total annual compensation  

Median total annual compensation of all employees other than our PEO: 

PEO total annual compensation: 

Ratio of PEO to Median Employee Compensation - zero

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For simplicity, the value of the Company’s 401(k) plan and medical benefits provided was excluded. 

As of December 31, 2020, the Company employed 477 persons of which approximately 330 were in an operations role.

As of December 31, 2021, the Company employed 470 persons of which approximately 316 were in an operations role.

Compensation Committee Interlocks and Insider Participation

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Bedell, Terrance C.Z.

Egger, and Edwin A.

Egger, and Dale E.

The committee was chaired by Mr.

None of such individuals are or have been an officer or employee of the Company, nor did we enter into any transactions with such individuals during 2020 (other than the payment of directors' fees and other compensation, as noted above, solely in their capacity as directors).

Levy (one of our directors and a member of our compensation committee), Mr.

None of such individuals are or have been an officer or employee of the Company, nor did we enter into any transactions with such individuals during 2021 (other than the payment of directors' fees and other compensation, as noted above, solely in their capacity as directors).

Novelly, Mr.

Bedell (one of our directors and the chair of our compensation committee), and Mr.

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Bedell (chair), Terrance C.Z.

Egger, and Edwin A.

Egger, and Dale E.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Austin, TX 78746

The Vanguard Group (d)

100 Vanguard Blvd.

Malvern, PA 19355

Renaissance Technologies LLC (e)

Renaissance Technologies Holdings Corporation

800 Third Ave.

New York, NY10022

Includes 17,078,450 shares of common stock held by St.

Albans Global Management, Limited Partnership, LLLP, 375,000 shares of common stock held by Apex Holding Co., and 271,650 shares of common stock held by Mr.

Includes 17,085,100 shares of common stock held by St.

Albans Global Management, Limited Partnership, LLLP, 375,000 shares of common stock held by Apex Holding Co., and 265,000 shares of common stock held by Mr.

Novelly personally.

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BlackRock, Inc.

reported sole voting power over 4,003,665 shares and sole dispositive power over 4,043,313 shares.

reported sole voting power over 4,268,497 shares and sole dispositive power over 4,384,225 shares.

Based solely upon an Amendment to Schedule 13G/A filed with the SEC by the listed person on February 8, 2022.

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However, all securities reported above are owned by the Funds.

Dimensional reported power to vote or to direct the vote of 2,681,593 shares and sole power to dispose or to direct the disposition of 2,811,492 shares.

Dimensional reported power to vote or to direct the vote of 2,120,820 shares and sole power to dispose or to direct the disposition of 2,190,240 shares.

Dimensional disclaims beneficial ownership of such securities.

Based solely upon an Amendment to Schedule 13G filed with the SEC by the listed person on February 10, 2021.

According to the filing, the reported beneficial ownership includes shares beneficially owned by Vanguard Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited, and Vanguard Investments UK, Limited.

The Vanguard Group reported shared power to vote or direct the vote with respect to 25,066 shares, sole power to dispose of or direct the disposition of 2,679,794 shares and shared power to dispose or direct the disposition of 46,566 shares.

Based solely upon an Amendment to Schedule 13G/A filed with the SEC by the listed person on February 11, 2021.

Renaissance Technologies LLC and its majority owner Renaissance Technologies Holdings Corporation reported sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 2,263,800 shares.

Security Ownership of Management

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Terrance C.Z.

Tom McKinlay(e)

Tom McKinlay(d)

All directors and executive officers

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Novelly is the chief executive officer of both named entities and thereby has voting and investment power over such shares, but he disclaims beneficial ownership except to the extent of a minor pecuniary interest.

Does not include 1,275 shares of our common stock owned by The Edwin A.

Levy Charitable Foundation, Inc., a New York not-for-profit corporation as to which Mr.

Levy is a founder and director but not a beneficiary.

Levy disclaims beneficial ownership of shares owned by the Foundation.

Includes 2,500 shares of common stock owned by the Alexandra Nicole Bedell Trust, a trust established by Mr.

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Includes 10,000 shares that may be acquired pursuant to the exercise of options awarded under the Incentive Plan.

All such shares may be acquired pursuant to the exercise of options awarded under the Incentive Plan.

Includes 4,000 shares that may be acquired pursuant to the exercise of options awarded under the Incentive Plan.

Change in Control

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This policy was adopted by our board on January 8, 2007 and amended on February 2, 2011, and can be found through the “Investor Relations - Corporate Governance”

section of our website ( http://futurefuelcorporation.com/).

section of our website (https://futurefuel-corporation.ir.rdgfilings.com/corporate-governance/).

All of the agreements described above in this Item 13 and in Note 21 to our consolidated financial statements have been approved by a majority of the disinterested members of our board of directors.

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This Code was adopted by our board on November 30, 2005 and was amended on February 3, 2011 and January 1, 2016, is in writing, and can be found through the “Investor Relations - Corporate Governance”

section of our website ( http://futurefuelcorporation.com/).

section of our website (https://futurefuel-corporation.ir.rdgfilings.com/corporate-governance/).

Each of the transactions described above (under the caption “Transactions with Related Persons”) was undertaken in compliance with our Code of Business Conduct and Ethics and approved by a majority of the disinterested members of our board of directors.

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Principal Accountant Fees and Services.

During fiscal 2020 and 2019, we incurred $354,000 and $296,000, respectively for audit and financial statement review services from RSM US LLP.

During fiscal 2021 and 2020, we incurred $361,000 and $354,000, respectively for audit and financial statement review services from RSM US LLP.

Audit-Related Fees

During fiscal 2020 and 2019, we incurred $12,000 and $12,000, respectively, for each year’s employee benefit plan audit procedures from RSM US LLP.

During fiscal 2020 and 2019, we incurred fees of $0 and $0, respectively, for tax compliance, tax advice and tax planning services from RSM US LLP.

During fiscal 2021 and 2020, we incurred $12,500 and $12,000, respectively, for each year’s employee benefit plan audit procedures from RSM US LLP.

During fiscal 2021 and 2020, we incurred fees of $0 and $0, respectively, for tax compliance, tax advice and tax planning services from RSM US LLP.

All Other Fees

We did not incur any other fees for other services from RSM US LLP during fiscal 2020 or fiscal 2019.

We did not incur any other fees for other services from RSM US LLP during fiscal 2021 or fiscal 2020.

Pre-Approval Policies

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Percentage of Hours Expended

Special Note Regarding Forward-Looking Information

This report, and the documents incorporated by reference into this report, contains 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”

beginning at page 15 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

beginning at page 30 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.

Exhibits and Financial Statement Schedules.

List separately all financial statements filed as part of this report.

FutureFuel Corp.’s audited consolidated Balance Sheets as at December 31, 2020 and 2019 and the related consolidated Statements of Operations, Statements of Changes in Stockholders’ Equity, and Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018.

FutureFuel Corp.’s audited consolidated Balance Sheets as at December 31, 2021 and 2020 and the related consolidated Statements of Operations, Statements of Changes in Stockholders’ Equity, and Statements of Cash Flows for the years ended December 31, 2021, 2020, and 2019.

Exhibits required by Item 601 of Regulation S-K.

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4.5 to Form 10 filed April 24, 2007)

Description of common stock.

Registrar Agreement dated June 27, 2008 between FutureFuel Corp.

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1 to Form 10 filed June 26, 2007)

Employment Agreement dated July 2, 2014 between FutureFuel Chemical Company and Paul M.

Flynn (incorporated by reference to Exhibit 10.19.1 to Form 10-Q filed November 6, 2014)

Amendment to Employment Agreement dated July 2, 2014 between FutureFuel Chemical Company and Paul M.

Flynn (incorporated by reference to Exhibit 10.19.2 to Form 10-Q filed November 6, 2014)

Omnibus Incentive Plan (incorporated by reference to Appendix A to Schedule 14A filed July 26,2017)

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Consent of RSM  

Consent of RubinBrown LLP

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

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Sparks, Chief Financial Officer and Principal Financial Officer

Levy, Director

/s/ Donald C.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures