What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-03-14 · 273 added, 240 removed, 715 unchanged (42% of the section changed)

Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm (PCAOB ID 49 )

The following sets forth our consolidated balance sheets as at December 31, 2024 and 2023 and our consolidated statements of income and comprehensive income, statements of cash flows, and statements of changes in stockholders’ equity for each of the three years in the period ended December 31, 2024, together with Grant Thornton LLP’s report on the year ended December 31, 2024 and RSM US LLP's report on the year ended December 31, 2023 and 2022.

Report of Independent Registered Public Accounting Firm (Grant Thornton LLP:

PCAOB ID 248 )

Report of Independent Registered Public Accounting Firm (RSM US LLP:

PCAOB ID 49) 48

Consolidated Balance Sheets

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Segment information

Quarterly financial information (unaudited)

Legal proceedings

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of FutureFuel Corp.

Board of Directors and Stockholders

FutureFuel Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FutureFuel Corp.

and its subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income and comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 14, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We have audited the accompanying consolidated balance sheet of FutureFuel Corp.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 31, 2025 expressed an unqualified opinion.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has elected to change its method of accounting for the presentation of supplies and parts in 2024.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue recognition – Recognition of material rights consideration

As described further in Note 4 to the consolidated financial statements, certain of the Company’s long-term custom chemical contracts have a material right as defined by Accounting Standards Codification Topic 606, Revenue from Contracts with Customers , which provides the customer an option to purchase future goods or services at a discounted price as a result of upfront non-refundable payments provided by the customers.

For each of these contracts, the Company applies the renewal option approach in allocating the transaction price to the material right and transfer of the 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 in order to allocate the transaction price to the material right and transfer of the product.

We identified the recognition of material rights consideration as a critical audit matter.

The principal consideration for our determination that recognition of material rights consideration is a critical audit matter is the judgment required in applying the renewal option approach, which includes estimating the significant assumptions which include:

the contract length to which the material rights will be amortized and the expected contractual volumes which are used to recognize revenue from the material right consideration in the current period.

Our audit procedures related to the recognition of material rights consideration included the following, among others :

We tested of the design and operating effectiveness of internal controls relating to the recognition of material rights consideration, including those related to the development of the significant assumptions.

We obtained the contracts with customers containing material rights and evaluated for the proper accounting treatment.

● We evaluated the reasonableness of the selected methodology used in determining the period of time, including expected contract renewals, over which to defer and recognize the consideration allocated to the material rights.

We evaluated the appropriateness of expected contractual volumes to be sold over the remaining contract life which included comparing the estimated volumes to customer forecasts.

● We tested the mathematical accuracy of management’s calculations and the amounts recorded for the material rights in the consolidated financial statements.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2024.

Tulsa, Oklahoma

March 31, 2025

Report of Independent Registered Public Accounting Firm

Shareholders and the Board of Directors

FutureFuel Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of FutureFuel Corp.

and its subsidiaries (the Company) as of December 31, 2023, 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, 2023, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

2 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of this critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Deferred income tax asset valuation allowance relating to the account balances Noncurrent deferred income tax liability and Income tax benefit - see also Note 1 and Note 15 to the consolidated financial statements

As described in Note 1 and Note 15 to the consolidated financial statements, the Company records deferred taxes which result from differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.

Additionally, valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

Determining the required valuation allowance requires management’s judgment regarding projected future taxable income.

We identified the income tax valuation allowance as a critical audit matter because auditing the valuation allowance involved significant auditor effort and judgement due to the subjective and complex nature of income tax projections and determining whether management can appropriately rely on such projections for purposes of calculating the valuation allowance.

Our audit procedures related to the Company’s income tax valuation allowance included the following, among others:

We obtained an understanding of the relevant controls over management’s accounting for the income tax valuation allowance, and their related financial reporting disclosures and tested such controls for design and operating effectiveness as of December 31, 2023

We obtained management’s calculation of the income tax valuation allowance, including the sources of projected taxable income

We tested the mathematical accuracy of management’s calculations

With the assistance of our income tax subject matter specialists, we performed the following procedures:

We evaluated the appropriateness of management’s decision to not rely on projections of future taxable income due to the three-year history of cumulative income tax losses and the Company’s related income tax policy

We evaluated management’s considerations of both positive and negative evidence regarding other sources of taxable income, including any relevant tax planning strategies and reversal patterns of deferred tax liabilities into taxable income

o We considered relevant tax laws and regulations in evaluating the appropriateness of management’s estimates of future sources of taxable income

We evaluated management’s conclusion that the valuation allowance sufficiently reduces the amount of the deferred tax assets to an amount that is more likely than not to be realized

/s/RSM US LLP

We have served as the Company’s auditor since 2019.

Louis, Missouri

March 14, 2024

We served as the Company’s auditor from 2019 to 2024.

St Louis, Missouri

March 14, 2024 (May 10, 2024, as to the effects of the restatement discussed in Note 25 of the consolidated financial statements filed on Form 10-K/A on May 10, 2024)

FutureFuel Corp.

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Accounts receivable – related parties

Inventory, net

20,643 25,383

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Prepaid expenses – related parties

Marketable securities

Other current assets

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Accrued expenses and other current liabilities

Accrued expenses and other current liabilities – related parties

Total current liabilities

33,307 41,344

Deferred revenue – non-current

12,570 15,079

Deferred revenue – noncurrent

Noncurrent deferred income taxes

Other noncurrent liabilities

Total noncurrent liabilities

15,857 16,871

Total liabilities

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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 December 31, 2023 and 2022

Accumulated other comprehensive income

Common stock, $ 0.0001 par value, 75,000,000 shares authorized, 43,803,243 and 43,763,243 issued and outstanding as of December 31, 2024 and 2023, respectively

Additional paid in capital

5 unchanged sentences

$ 247,691 $ 367,081

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

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

FutureFuel Corp.

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(Dollars in thousands, except per share amounts)

$ 368,228 $ 395,555 $ 320,125

Revenue – related parties

Cost of goods sold

324,311 357,182 274,293

Cost of goods sold – related parties

( 315 ) 5,425 16,593

3,099 4,240 6,787

Distribution – related parties

40,979 28,993 23,537

Selling, general, and administrative expenses

Compensation expense

4,545 3,540 2,586

Other expense

4,052 3,881 3,920

Related party expense

Research and development expenses

4,398 3,415 3,484

Total operating expenses

13,611 11,447 10,639

Income from operations

27,368 17,546 12,898

Interest and dividend income

9,577 4,870 3,119

Interest expense

( 138 ) ( 128 ) ( 131 )

Gain (loss) on marketable securities

575 ( 8,546 ) ( 70 )

Other income (expense)

Other income (expense), net

Other income (expense)

10,015 ( 3,808 ) 3,032

Income before income taxes

37,383 13,738 15,930

Income tax provision (benefit)

1 ( 1,473 ) ( 10,325 )

$ 37,382 $ 15,211 $ 26,255

Earnings per common share

$ 0.85 $ 0.35 $ 0.60

Weighted average shares outstanding

43,763,243 43,763,243 43,756,065

43,764,683 43,763,489 43,756,113

Comprehensive income

3 unchanged sentences

Comprehensive income

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

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

FutureFuel Corp.

5 unchanged sentences

Amortization of deferred financing costs

Benefit for deferred income taxes

Provision (benefit) for deferred income taxes

Change in fair value of equity securities

Change in fair value of derivative instruments

Loss (gain) on the sale of investments

Loss on the sale of investments

Stock based compensation

Loss on disposal of property, plant, and equipment

Impairment of intangible asset

Noncash interest expense

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Accounts payable – related parties

Dividends payable

Accrued expenses and other current liabilities

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Collateralization of derivative instruments

Purchase of marketable securities

Proceeds from the sale of marketable securities

Proceeds from the sale of property, plant, and equipment

Proceeds from the sale of intangible assets

Capital expenditures

Net cash provided by (used in) investing activities

Net cash (used in) provided by investing activities

Cash flows from financing activities

Minimum tax withholding on stock options exercised

Deferred financing costs

Proceeds from the issuance of stock

Payment of dividends

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Dividends payable

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

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

FutureFuel Corp.

6 unchanged sentences

Cash dividends declared

Proceeds from the issuance of stock

Minimum tax withholding

Stock based compensation

Other comprehensive loss

1 unchanged sentence

Cash dividends declared

Stock based compensation

Other comprehensive loss

1 unchanged sentence

Cash dividends declared

Other comprehensive income

Stock based compensation

Balance - December 31, 2024

The accompanying notes are an integral part of these financial statements

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

Notes to Consolidated Financial Statements of FutureFuel Corp.

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(the “Company”) is a Delaware corporation with its wholly owned subsidiaries, FutureFuel Chemical Company;

FFC Grain, L.L.C.;

FutureFuel Warehouse Company, L.L.C.;

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The consolidated financial statements of FutureFuel Corp.

and subsidiaries are prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States and include amounts that are based upon management estimates and judgments which could differ from actual future results.

and subsidiaries are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and include amounts that are based upon management estimates and judgments which could differ from actual future results.

Intercompany transactions and balances are eliminated in consolidation.

Certain reclassifications were made to prior year amounts to conform to the 2024 presentation.

Change in Accounting Principle

As of December 31, 2024, we changed the accounting principle related to the presentation for supplies and parts held in support of maintenance and repair of plant equipment from Inventory to Other current assets.

As the investment in these supplies and parts has increased given our focus on plant reliability and efficiency as well as the fact that these parts are not revenue generating assets similar to the Company’s raw materials, work in process, and finished goods inventories but are instead held to support the maintenance and repair of the Company’s plant equipment, we determined it preferable to present these supplies and parts held within other current assets rather than inventory, which is composed of assets that may be sold or turned into assets to be sold as part of the Company’s primary business activities.

The change in accounting principle was a reduction in inventory and an increase in other current assets of $ 7,733 and $ 7,595 at December 31, 2024 and 2023, respectively.

There was no impact on any financial statement totals or key benchmarks (working capital, total assets, equity, gross profit, net income, or operating cash flows).

Cash and cash equivalents

Cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates market.

Cash equivalents consist of highly liquid investments with original maturities of three months or less and are carried at cost, which approximates fair value.

The Company places its temporary cash investments with high credit quality financial institutions.

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Accounts receivable have been reduced by an allowance for amounts that may be uncollectible in the future.

This estimated allowance is based upon management’s evaluation of the collectability of individual invoices and is based upon management’s evaluation of the financial condition of its customers and historical bad debt experience.

This estimated allowance is based upon management’s evaluation of historical collection experience, current and future economic and market conditions, and a review of the status of individual accounts receivable.

Write-offs are recorded at the time a customer receivable is deemed uncollectible.

In accordance with Accounting Standards Update (“ASU”) 2016 - 13, Financial Instruments - Credit Losses, Measurement of Credit Losses on Financial Instruments the Company recognizes expected credit losses based on a broader range of reasonable and supportable information to inform credit loss estimates.

Customer concentrations

For the year ended December 31, 2023, 2022 and 2021 , significant portions of the Company’s sales were made to a relatively small number of customers.

Sales to two biodiesel customers totaled $ 127,763 ( 35 % of revenue) in 2023 .

Sales to two biodiesel customers totaled $ 107,898 ( 27 % of total revenue) in 2022 and sales to three customers totaled $ 133,231 ( 41 % of revenue) in 2021 .

Receivables for the significant customers at December 31, 2023 and 2022 , were 0.2 % and 2 % of total receivables, respectively.

No chemical customer represented a greater than 10% of total sales revenue in 2023 , 2022 , or 2021 .

For the years ended December 31, 2024, 2023 and 2022 , significant portions of the Company’s sales were made to a relatively small number of customers.

Sales to two biodiesel customers totaled 25 %, 35 %, and 27 % of revenue in 2024, 2023, and 2022, respectively.

Receivables for the significant customers at December 31, 2024 and 2023 , were 13 % an d 0.2 % o f total receivables, respectively.

For the years ended December 31, 2024, 2023, and 2022, no chemical customer represented a greater than 10% of total sales revenue.

However, one chemical customer had a receivable that was 20 % of total receivables as of December 31, 2024.

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

Inventories are valued at the lower of cost or market.

Inventories are valued at the lower of cost or market or net realizable value.

The Company determines the cost of raw materials, work in process, and finished goods inventories by the last-in, first -out (“LIFO”) method.

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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.

Changes in the fair value of derivative instruments are recognized at the end of each accounting period and recorded in the consolidated statements of income and comprehensive 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.

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The Company had no derivative instruments that qualified under these rules as designated accounting hedges in 2024, 2023, or 2022.

See Note 6 - Derivative Instruments.

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

2 unchanged sentences

The debt securities are designated as available-for-sale securities at the time of purchase based upon the intended holding period.

Gains and losses from the sale of marketable securities and the changes in the fair value of equity securities are recognized as “gains (losses) on marketable securities” as a component of other income (expense) in the consolidated statements of income and comprehensive income.

Gains and losses from the sale of marketable securities and the changes in the fair value of equity securities are recognized as gain (loss) on marketable securities as a component of other income (expense) in the consolidated statements of income and comprehensive income.

The cost basis used for all marketable securities is specific identification.

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An asset or liability's classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement.

Property, plant , and equipment

Property, plant, and equipment is carried at cost.

Supplies and parts

Supplies and parts are carried at cost in Other current assets and Other assets.

The Company writes-down its supplies and parts for estimated obsolescence and amounts determined to be in excess of expected needs.

Property, plant, and equipment, net

Property, plant, and equipment, net is carried at cost less accumulated depreciation.

Maintenance and repairs are charged to earnings; replacements and betterments are capitalized.

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In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset.

For long-lived assets to be held for use in future operations and for tangible assets, fair value is determined primarily using either the projected cash flows discounted at a rate commensurate with the risk involved or an appraisal.

For long-lived assets to be held for use in future operations, fair value is determined primarily using either the projected cash flows discounted at a rate commensurate with the risk involved or an appraisal.

For long-lived assets to be disposed of by sale or other than sale, fair value is determined in a similar manner, except those fair values are reduced for disposal costs.

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The cost of operating and maintaining environmental control facilities is charged to expense.

Leases with an initial expected term of twelve months or less are considered short-term and are not recorded on our consolidated balance sheets.

The Company recognizes operating lease expense on a straight-line basis over the lease term.

The Company and its operations from time to time may be parties to or targets of lawsuits, claims, investigations, and proceedings including product liability, personal injury, patent and intellectual property, commercial, contract, environmental, health and safety, and environmental matters, which are handled and defended in the ordinary course of business.

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Biodiesel cost of goods sold also includes a credit for the one dollar per gallon Blenders’ Tax Credit (“BTC”) for blending biodiesel with petroleum diesel when in law.

The BTC was in law during 2021, 2022, and 2023 and is in effect until December 31, 2024.

The BTC was in effect during 2024, 2023, and 2022.

See Note 3 for further discussion.

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Issued accounting standards not yet adopted

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (AS U) No.

Accounting Standards Update (“ASU”) No.

2023 - 09 Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures, which aims to address requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions.

Improvements to Income Tax Disclosures:

The Financial Accounting Standards Board (“FASB”) issued this update in December 2023 which aims to address requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions.

The amendments in this ASU address the investor requests for more transparency of income tax information and apply to all entities that are subject to income taxes.

1 unchanged sentence

This ASU should be applied on a prospective basis, although retrospective application is permitted.

Management is currently evaluating the impact of the changes required by the new standard on the Company's financial statements and related disclosures.

In November 2023, the FASB issued Accounting Standard Update (ASU) No.

2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures, which aims to improve disclosures about a public entity’s reportable segments.

This update addresses requests from investors for more detailed information about a reportable segment’s expenses in order to improve understanding of a public entity’s business activities, overall performance, and potential future cash flows.

The amendments in this ASU include a requirement for public business entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and are included within each reported measure of segment profit or loss.

This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years starting after December 15, 2024.

This ASU must be applied retrospectively to all prior periods presented.

Management is currently evaluating the impact of the changes required by the new standard on the Company's financial statements and related disclosures.

The Company will adopt the new standard effective for the year ended December 31, 2025, and does not expect the adoption to have a material impact on its financial statements and disclosures.

2024 - 03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses:

The FASB issued this update in November 2024 which aims to provide investors with more useful information about an entity’s expenses by improving disclosures on income statement expenses.

The amendments in this ASU require all public business entities to disclose disaggregated information about specific categories underlying certain income statement expense line items.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is evaluating this accounting standard and does not expect the adoption to have a material impact on its financial statements and disclosures.

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

Proposed accounting standards

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.

Recently adopted accounting standards

2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures:

The FASB issued this update in November 2023 which aims to improve disclosures about a public entity’s reportable segments.

These changes affect the Company’s segment reporting beginning with the Annual Report for the year ended December 31, 2024, and are applied retrospectively to all prior periods presented.

The amendments in this ASU require public business entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and are included within each reported measure of segment profit or loss.

This update does not change how an entity identifies or aggregates its reportable segments or how it applies the quantitative thresholds to determine them.

The adoption of this ASU had a minimal impact on the Company’s financial statements and related disclosures.

GOVERNMENT TAX CREDITS

BTC and Small Agri-Biodiesel Producer Tax Credit and Clean Fuel Production Tax Credit

The BTC provides a one dollar per gallon tax credit to the blender of biomass-based diesel with at least 0.1% petroleum-based diesel fuel.

The Company received the BTC which provided a one dollar per gallon tax credit to the blender of biomass-based diesel with at least 0.1% petroleum-based diesel fuel.

The Company recorded this credit as a reduction to cost of goods sold as applicable sales were made.

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The Company was eligible for this credit and recognized $ 1,500 for 2024 , 2023 , and 2022 in the same accounting period as the benefit from the BTC as described above.

The benefit of this credit is recognized as a component of income tax (benefit) provision.

The Inflation Reduction Act (IRA), created the clean fuel production credit (“CFPC”) for qualifying transportation fuel produced after 2024 and sold on or before December 31, 2027.

The CFPC consolidates and replaces several fuel related credits set to expire December 31, 2024 including the BTC and the Small Agri-biodiesel Producer Tax Credit.

The benefit of this credit is recognized as a component of income tax provision (benefit).

The IRA created the clean fuel production credit (“CFPC”) for qualifying transportation fuel produced after 2024 and sold on or before December 31, 2027.

The CFPC consolidates and replaces several fuel related credits which expired December 31, 2024 including the BTC and the Small Agri-biodiesel Producer Tax Credit.

The CFPC is an income tax credit structured on a sliding scale so that producers become eligible for larger credits as the GHG emissions of the fuels they produce approach zero.

1 unchanged sentence

For producers not meeting the prevailing wage and registered apprenticeship requirements, the maximum credit is 20 cents per nonaviation fuel gallon.

The Company registered for the program in June 2024 when the registration rules were issued and received approval in December 2024 as a clean fuel producer under the program.

On January 10, 2025, the IRS issued Notice 2025 - 10 with the purpose of providing initial guidance and solicited comment from the public with a deadline of April 10, 2025, and was to serve as an announcement of forthcoming proposed regulations and solicited public input by April 10, 2025.

It did not include any reliance language and did not constitute final or binding guidance.

On January 15, 2025, the IRS issued Notice 2025 - 11 which provided emission rate guidance in support of Notice 2025 - 10.

CARES ACT – EMPLOYEE RETENTION TAX CREDIT

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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.

The majority of revenue is from contracts with less than one -year arrangements with revenue recognized when a single performance obligation to transfer product under the terms of a contract with a customer is satisfied.

Certain of the Company’s custom chemical contracts within the chemical segment contain a material right, as defined by ASC Topic 606, 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.

5 unchanged sentences

Each estimate is updated quarterly on a prospective basis.

The Company leases warehouse space under a short-term lease agreement with a term of twelve months.

Lease revenue recognized under this agreement was $ 669 for the year ended December 31, 2024.

Contract Assets and Liabilities:

Contract assets consist of unbilled amounts resulting from revenue recognized through bill-and-hold arrangements.

The contract assets for 2023 and 2022 consist of unbilled revenue from only one customer and are recorded as accounts receivable in the consolidated balance sheets.

The contract assets for 2024 and 2023 consist of unbilled revenue from one customer and unbilled capital reimbursements from another customer and are recorded as accounts receivable in the consolidated balance sheets.

Contract liabilities consist of advance payments related to material rights recorded as deferred revenue in the consolidated balance sheets.

Increases to contract liabilities from cash received for a performance obligation of chemical segment plant expansions were $ 538 and $ 1,983 in 2023 and 2022 , respectively.

Increases to contract liabilities from cash received or due for a performance obligation of chemical segment plant expansions were $ 0 and $ 538 in 2024 and 2023 , respectively.

Contract liabilities are reduced as the Company transfers product to the customer under the renewal option approach.

Revenue recognized in the chemical segment from the contract liability reductions were $ 8,984 and $ 2,734 in 2024 and 2023 , respectively.

These contract asset and liability balances are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period.

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

One contract liability ended in 2024 with additional revenue recognition of $ 5,492 in 2024.

This contract was expected to be negotiated before the end of the year based on a letter of intent and was not renewed.

The customer continues to purchase material from the Company on a short-term purchased order basis.

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 opening and closing balances of receivables, contract assets, and contract liabilities from contracts with customers.

Contract balances

3 unchanged sentences

Contract assets, included in accounts receivable

222 1,128 775

Contract liabilities, included in Deferred revenue - short-term

697 3,656 3,565

Contract liabilities, included in Deferred revenue - long-term

3,293 9,318 11,605

* Exclusive of the BTC of $ 6,683 , $ 11,381 , and $ 8,970 , respectively, and net of allowances for bad debt of $ 29 , $ 55 , and $ 48 , respectively, as of the dates noted.

3 unchanged sentences

As of December 31, 2024 , approximately $ 3,990 of revenue is expected to be recognized in the future from remaining performance obligations.

The Company expects to recognize this revenue ratably based upon the expected sales over the expected term of its long-term contracts which range from one to four years.

Approximately 28 % of this revenue is expected to be recognized over the next 12 months, and 72 % is expected to be recognized between one and three years.

The Company expects to recognize this revenue ratably based upon the expected sales over the expected term of its long-term contracts which range from two to six y ears.

Approximately 17 % of this revenue is expected to be recognized over the next 12 months, and 83 % is expected to be recognized between one and five years.

These amounts are subject to change based upon changes in the estimated contract life, estimated quantities, and most-likely expected sales price over the contract life.

2 unchanged sentences

Year ended December 31,

Contract revenue from customers with > 1-year arrangement

Contract revenue from customers with > 1-year arrangements

$ 21,887 $ 37,055 $ 33,686

Contract revenue from customer with < 1-year arrangement

Contract revenue from customer with < 1-year arrangements

221,230 330,973 362,106

10 unchanged sentences

$ 243,339 $ 368,250 $ 396,014

Bill-and-hold transactions consisted of five specialty chemical customers in 2023 , and four in each of 2022 and 2021 , whereby revenue was recognized in accordance with contractual agreements based on product produced, readied for use and loaded into customer provided containers.

Bill-and-hold transactions consisted of five specialty chemical customers in 2024 and 2023, and four in 2022, whereby revenue was recognized in accordance with contractual agreements based on product produced, readied for use and loaded into customer provided containers.

These sales were subject to written monthly purchase orders with revenue recognized upon production and loading into customer provided containers.

19 unchanged sentences

Work in process

Raw and indirect materials

Raw materials

15,335 17,937

3 unchanged sentences

$ 20,643 $ 25,383

In 2022 , a LIFO liquidation resulted in a decrease of $ 2,124 to “Cost of goods sold”.

There was no LIFO liquidation in 2023.

A LIFO liquidation of $ 435 and $ 2,124 occurred in the years ended December 31, 2024 and 2022, respectively.

There was no liquidation in the year ended December 31, 2023 .

DERIVATIVE INSTRUMENTS

Realized and unrealized gains and losses on derivative instruments and changes in fair value of the derivative instruments are recorded in the consolidated statements of income as a component of cost of goods sold and amounted to a net gain of $ 2,571 for the year ended December 31,2023 and a net loss of $ 24,360 and $ 10,377 for the years ended December 31, 2022 and 2021, respectively.

Realized and unrealized gains and losses on derivative instruments and changes in fair value of the derivative instruments are recorded in the consolidated statements of income and comprehensive income as a component of cost of goods sold and amounted to a net loss of $ 499 for the year ended December 31, 2024, a net gain of $ 2,571 for the year ended December 31, 2023, and a net loss of $ 24,360 for the year ended December 31, 2022.

The volumes and carrying values of the Company’s derivative instruments were as follows at December 31:

2 unchanged sentences

100 $ ( 235 ) 354 $ 1,736

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $ 745 and $ 2,088 at December 31, 2023 and 2022 , respectively, and is classified as other current assets in the consolidated balance sheet.

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $ 877 and $ 745 at December 31, 2024 and 2023 , respectively, and is classified as other current assets in the consolidated balance sheets.

Notes to Consolidated Financial Statements of FutureFuel Corp.

1 unchanged sentence

MARKETABLE SECURITIES

At December 31, 2023, the Company held no marketable equity or trust preferred (debt) securities.

At December 31, 2024 and 2023, the Company held no marketable equity or 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 year ended December 31, 2023.

At December 31, 2022, the Company had investments in certain marketable equity and debt securities which had a fair market value of $ 37,126 .

These investments were classified as current assets in the consolidated balance sheets.

The Company had designated the trust preferred securities as being available-for-sale.

Accordingly, these securities were recorded at fair value of $ 3,675 at December 31, 2022, with the unrealized loss of $ 1 and an unrealized gain of $ 226 , net of taxes, as a component of stockholders' equity.

For the years ended December 31, 2022 and 2021, in accordance with ASC 321, the change in the fair value of equity securities (preferred and other equity instruments) was reported as a loss on marketable securities as a component of net income in the amount of $ 8,297 and $ 904 , respectively.

For the year ended December 31, 2022, in accordance with ASC 321, the change in the fair value of equity securities (preferred and other equity instruments) was reported as a loss on marketable securities as a component of net income in the amount of $ 8,297 .

In 2023 and 2022, the Company had no recategorized net gain or loss to report from accumulated other comprehensive income.

4 unchanged sentences

Unobservable inputs are inputs that reflect the Company’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.

Marketable securities and derivative instruments were fair value measurements using inputs considered as Level 1 holdings in the year ended December 31, 2023.

Derivative instruments were fair value measurements using inputs considered as Level 1 holdings in the year ended December 31, 2024, as disclosed in Note 6.

The Company had no Level 2 or Level 3 securities.

14 unchanged sentences

Depreciation expense totaled $ 9,208 , $ 10,348 , and $ 10,454 for the years ended December 31, 2024, 2023 and 2022 , respectively.

Other current assets primarily comprise supplies and parts which are held in support of maintenance and repair of plant equipment.

The balance related to these items totaled $ 7,733 and $ 7,595 at December 31, 2024 and 2023, respectively.

Other assets primarily comprise supplies and parts which are not expected to be used in the twelve -month period subsequent to the consolidated balance sheet date.

2 unchanged sentences

Accrued expenses and other current liabilities consisted of the following at December 31:

Refundable deposit

Employment tax credit

Accrued employee liabilities

$ 2,179 $ 3,287

Accrued property, franchise, motor fuel and other taxes

4 unchanged sentences

(Dollars in thousands, except per share amounts)

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, Regions Bank as administrative agent and collateral agent, and PNC Bank, N.A., as syndication agent.

On February 21, 2025, 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 and amended March 30, 2020 ( as amended, the “Prior Credit Agreement”) and further amended on February 21, 2025 with the lender party thereto, Regions Bank as administrative agent, collateral agent, and syndication agent.

The Credit Agreement consists of a five -year revolving credit facility in a dollar amount of up to $ 75,000 , 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.

The Credit Facility expires on February 21, 2030.

The primary amendment from the Prior Credit Agreement was a reduction in the facility’s credit limit by $ 25,000 and the removal of PNC Bank, N.A., as the syndication agent.

The interest rate floats at the following margins over SOFR or base rate based upon our leverage ratio.

Adjusted SOFR

12 unchanged sentences

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

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

At December 31, 2023 and 2022 , the Company had $ 7 and $ 46 outstanding with a domestic financing company for computer technology under a three -year financing agreement.

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

At December 31, 2023, the Company had $ 7 outstanding with a domestic financing company for computer technology under a three -year financing agreement.

No balance remained at December 31, 2024.

Asset retirement obligations and environmental reserves

2 unchanged sentences

The Company’s liability for asset retirement obligations and environmental contingencies was $ 1,466 and $ 1,431 as of December 31, 2024 and 2023 , respectively.

These amounts are recorded in other noncurrent liabilities in the accompanying consolidated balance sheet.

These amounts are recorded in other noncurrent liabilities in the accompanying consolidated balance sheets.

The accretion expense for 2024 , 2023 , and 2022 was $ 35 , $ 35 , and $ 32 , respectively.

3 unchanged sentences

Lease commitments and purchase obligations

The Company leases railcars under multi-year arrangements primarily for delivery of feedstock and biodiesel within its biofuels segment.

The lease fees are fixed with no option to purchase and no upfront fees or residual value guarantees.

All railcar leases are direct, and no subleases exist.

The Company determines lease existence and classification at inception when an agreement conveys the right to control the identified property for a period of time in exchange for consideration.

These leases expire by the end of December 31, 2024.

As operating leases do not provide a readily determinable implicit interest rate, the Company uses an incremental borrowing rate based on information available at the commencement date in determining present value of the lease payments.

The Company leased railcars under multi-year arrangements primarily for delivery of feedstock and biodiesel within its biofuels segment.

The lease fees were fixed with no option to purchase and no upfront fees or residual value guarantees.

All railcar leases were direct, and no subleases existed.

The Company determined lease existence and classification at inception when an agreement conveyed the right to control the identified property for a period of time in exchange for consideration.

These leases expired December 31, 2024.

As operating leases do not provide a readily determinable implicit interest rate, the Company used an incremental borrowing rate based on information available at the commencement date in determining present value of the lease payments.

Following are supplemental income statement and cash flow information related to leases.

3 unchanged sentences

Short-term lease expense

$ 8 $ 31 $ 23

Cash paid for operating leases

3 unchanged sentences

Weighted average discount rate, per annum

5.5 % 5.2 % 3.6 %

n/a 5.5 % 5.2 %

On December 31, 2024 and 2023, a right of use asset was reported as other noncurrent assets of $ 0 and $ 389 , other current liabilities of $ 0 and $ 389 , and other noncurrent liabilities of $ 0 and $ 0 , respectively.

The imputed interest of the other noncurrent asset at December 31,2023 was $ 9 .

Purchase obligations

The Company has entered into contracts for the purchase of goods and services including contracts for feedstocks for biodiesel, expansion of the Company’s specialty chemicals segment, and related infrastructure with less than one -year terms.

The Company holds one non-cancelable obligation for software maintenance with payment obligations presented as follows.

2025 - 2026 43

The Company holds two non-cancelable obligations for enterprise resource planning and software maintenance with p ayment obligations as of December 31, 2024 presented as follows.

Less than 1 year $ 869

1-3 years 418

4-5 years 137

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

Income tax benefit

Income tax Provision

The following table summarizes the income tax provision (benefit) for the years ended:

1 unchanged sentence

$ 16,295 $ 37,383 $ 13,738

Income tax provision (benefit):

Income tax provision:

477 - ( 1,998 )

15 unchanged sentences

- ( 0.1 ) ( 1.6 )

Capital loss carryforward expirations

State income taxes, net

1 unchanged sentence

1.2 ( 1.0 ) 3.6

State loss carryforward expirations

Valuation allowance for deferred tax assets

50.1 18.2 53.8

Income tax benefit

Income tax provision (benefit)

4.9 % 0.0 % ( 10.7 )%

The income tax provision in 2023 was $ 1 or an effective tax rate of 0.0 % as compared to an income tax benefit of $ 1,473 or an effective tax rate of 10.7 % in 2022 and an income tax benefit of $ 10,325 or an effective tax rate of 64.8 % in 2021 .

The income tax provision in 2024 was $ 792 or an effective tax rate of 4.9 % as compared to an income tax provision of $ 1 or an effective tax rate of 0.0 % in 2023 and an income tax benefit of $ 1,473 or an effective tax rate of ( 10.7 %) in 2022 .

The Company’s effective tax rates for the years 2024 , 2023 , and 2022 reflect the positive effect of the BTC and Small Agri-biodiesel Producer Tax Credit.

Based on technical guidance from the Internal Revenue Service, the Company excludes the portion of the BTC not used to satisfy excise tax liabilities from income.

Both incentives are currently due to expire in December 2024.

The Company’s 2022 and 2021 effective tax rate provisions reflect the negative impact to the Company’s overall state income tax position of its 2021 decision to phase out its shipments on the petroleum products common carrier pipelines and the termination of these operations in 2022.

Both incentives expired in December 2024.

The Company’s 2022 effective tax rate reflects the negative impact to the Company’s overall state income tax position of its 2021 decision to phase out its shipments on the petroleum products common carrier pipelines and the termination of these operations in 2022.

This operational change shifts the Company’s business among various states such that its net deferred tax liabilities will be realized at higher rates.

Additionally, the Company’s 2023 and 2021 state deferred tax provision reflects a one -time benefit from state legislation enacted during the year which applies a lower tax rate to future reversals of deferred tax liabilities.

Additionally, the Company’s 2024 and 2023 state deferred tax provision reflects one -time benefits from state legislation enacted during these years which apply lower tax rates to future reversals of deferred tax liabilities.

In 2024, the Company determined that its future reversing net deferred tax liabilities would not support full realization of its existing net deferred tax asset and recorded a net deferred tax liability of $ 773 .

In 2023 and 2022, the Company determined that its deferred tax assets are realizable only to the extent of its deferred tax liabilities and recorded a valuation allowance that reduces its net deferred tax asset to $0.

8 unchanged sentences

Federal net operating loss carryforwards

21,099 15,240

State net operating loss carryforwards

5 unchanged sentences

Derivative instruments

Capital loss carryforwards

Trading securities

Capital loss and charitable contribution carryforwards

Subtotal deferred tax assets

14 unchanged sentences

Net deferred tax liabilities

$ ( 773 ) $ -

The Company’s federal net operating loss carryforwards at December 31, 2024 do not expire and can be carried forward indefinitely.

4 unchanged sentences

State credit carryforwards comprise Arkansas In-house Research Credits generated in 2019 through 2020 and expiring in 2028 through 2029.

Capital loss carryforwards were generated in 2019 through 2023 and will expire in 2024 through 2028.

A tax valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Capital loss and charitable contribution carryforwards were generated in 2020 through 2024 and will expire in 2025 through 2029.

A valuation allowance is recognized if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

In assessing the recoverability of its deferred tax assets, the Company evaluates available positive and negative evidence to estimate whether it is more likely than not that sufficient future taxable income will be generated to permit use of the existing deferred tax assets in each taxing jurisdiction.

1 unchanged sentence

In years in which the Company has experienced objective negative evidence in the form of three cumulative years of tax losses, the Company no longer uses taxable income projections to overcome the presumption of losses and deferred tax asset valuations are computed taking into account tax planning strategies and the reversing net deferred tax liability from temporary differences as sources of income.

As of December 31, 2024, the Company determined that its deferred tax liabilities would not be sufficient to support its deferred tax assets and recorded a valuation allowance of $ 22,385 , resulting in a net deferred tax liability of $ 773 .

As of December 31, 2023 and 2022, the Company recorded valuation allowances of $ 14,216 and $ 7,392 , respectively, after determining that its total deferred tax assets are more likely than not realizable only to the extent of its deferred tax liabilities.

1 unchanged sentence

The Company records interest expense (income) and penalties, net, as a component of income tax (benefit) provision and had accrued interest and penalties of $ 0 , $ 0 , and ($ 95 ) for December 31, 2024, 2023 and 2022 , respectively.

Liabilities for accrued interest and tax penalties on unrecognized tax benefits were $ 0 at both December 31, 2023 and 2022 , respectively.

Liabilities for accrued interest and tax penalties on unrecognized tax benefits were $ 0 at December 31, 2024 and 2023 , respectively.

The Company and its subsidiaries file income tax returns in the U.S.

4 unchanged sentences

Earnings per share

In the year ended December 31, 2023, 2022 and 2021 , the Company used the treasury method in computing earnings per share as all shares with participating security holders had vested.

There were no outstanding restricted stock units for the year ended December 31, 2023, 2022 and 2021 .

In the years ended December 31, 2024, 2023 and 2022 , the Company used the treasury method in computing earnings per share as all shares with participating security holders had vested.

There were 750,000 outstanding restricted stock units (“RSUs”) issued during the year ended December 31, 2024 per the employment agreement with Roeland Polet and the Company.

These RSUs, and related dividends, vest in five equal installments on each anniversary of the award date, September 3, 2024.

There were no other outstanding RSUs for the year ended December 31, 2024, 2023 and 2022 .

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

27 unchanged sentences

The Incentive Plan became effective upon its approval by the Company’s shareholders on September 7, 2017 and continues in effect for a term of ten years thereafter unless amended and extended by the Company or unless otherwise terminated.

The Company recognizes compensation expense in its financial statements for common stock-based options based upon the grant-date fair value over the requisite service period.

No common stock awards were issued in 2023 , 2022 , or 2021 .

No stock options were granted under the Incentive Plan in 2023 or 2021.

In August 2022, the Company granted a total of 20,000 stock options, respectively, to two new members of the Board of Directors and to the Chief Operating Officer.

The Company recognizes compensation expense in its financial statements for common stock-based options, stock units, and stock awards based upon the grant-date fair value over the requisite service period.

In 2024, the Company issued the following awards under the Incentive Plan:

750,000 restricted stock units (“RSUs”) were issued in September 2024 to Roeland Polet, the Company’s Chief Executive Officer, in connection with his employment agreement with the Company which vest in five equal installments on each anniversary of the award date, September 3, 2024.

The RSUs were estimated at $ 4,519 and will be recognized as compensation expense over the vesting period.

The compensation expense recorded in 2024 was $ 392 .

The equivalent dividends earned on the RSUs are forfeitable and recorded as a reduction in retained earnings with an increase in additional paid in capital for the dividends paid and dividends payable for those declared.

5,000 shares of restricted stock were awarded in December 2024 to each of the eight members of the Board of Directors for a total of 40,000 shares.

The awards vested immediately and had a compensation expense of $ 206 .

A total of 20,000 stock options were issued in March 2024 and August 2024 with 10,000 stock options issued to each of two new members of the Board of Directors.

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

All options awarded in 2022 vested immediately and expire in August 2027.

All options awarded in 2024 vested immediately and expire in 2029.

The Company has used the Black Scholes Merton option pricing model, which relies on certain assumptions, to estimate the fair value of the options it granted.

The weighted average fair value of options granted was $ 6.64 per option in 2024.

In 2023, the Company did not make any grants under the Incentive Plan.

In January 2022, the Company granted 24,000 stock options to the former Chief Executive Officer, the Chief Operating Officer at that time.

In August 2022, the Company granted a total of 20,000 stock options, respectively, to two new members of the Board of Directors.

The January options awarded vested immediately and expire in January 2025 per the separation agreement with the officer.

Options awarded in August 2022 vested immediately and expire in August 2027.

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

The Company has used the Black Scholes Merton option pricing model, which relies on certain assumptions, to estimate the fair value of the options it granted.

The weighted average fair value of options granted was $ 2.30 per option in 2022.

Notes to Consolidated Financial Statements of FutureFuel Corp.

1 unchanged sentence

There were no stock options exercised in 2024, 2023 or 2022.

All of the options exercised in 2021 were exercised on a cash basis.

The assumptions used in the determination of the fair value of the options granted are provided in the following table:

Expected volatility rate

n/a 56.61 % n/a

49.06 % n/a 56.61 %

Expected dividend yield

n/a 3.34 % n/a

3.69 % n/a 3.34 %

Risk-free interest rate

n/a 3.20 % n/a

4.25 % n/a 3.20 %

Expected forfeiture rate

n/a 0.00 % n/a

0.00 % n/a 0.00 %

Expected term in years

The volatility rate for the options granted in 2022 were derived from the historical stock price volatility of the Company’s common stock over the same time period as the expected term of each stock option award.

The volatility rate for the options granted in 2024 and 2022 were derived from the historical stock price volatility of the Company’s common stock over the same time period as the expected term of each stock option award.

The volatility rate is derived by a mathematical formula using the daily closing stock price data over the expected term.

The expected dividend yield is calculated using the Company’s expected dividend amount at the date of the option grant over the expected term divided by the fair market value of the Company’s common stock.

For the years ended December 31, 2023, 2022 and 2021 , total share-based compensation expense (before tax) totaled $0, $ 46 , and $0, respectively.

In the year ended December 31, 2022, this balance was recorded as an element of selling, general, and administrative expenses.

Forfeitures for RSU grants are recognized as they occur.

For the years ended December 31, 2024, 2023 and 2022 , total share-based compensation totaled $ 636 , $0, and $ 46 , respectively.

In the years ended December 31, 2024, and 2022, this balance was recorded as an element of selling, general, and administrative expenses.

For the year ended December 31, 2024, $ 277 was recorded as reduction to retained earnings for the forfeitable dividends of the RSUs.

As of December 31, 2024 and 2023 , there was no unrecognized compensation expense related to stock options.

A summary of the activity of the Company’s stock options and awards for the period beginning January 1, 2021 and ending December 31, 2023 is presented below.

As of December 31, 2024 and 2023, there was unrecognized compensation expense related to restricted stock units of $ 4,218 and $0, respectively.

A summary of the activity of the Company’s stock options f or the period beginning January 1, 2022, and ending December 31, 2024 is presented below.

Exercise Price

1 unchanged sentence

24,000 $ 13.71

( 20,000 ) 11.56

Canceled, forfeited, or expired

1 unchanged sentence

Canceled, forfeited, or expired

( 10,000 ) 16.21

Outstanding at December 31, 2023

4 unchanged sentences

(Dollars in thousands, except per share amounts)

There were 4,310,167 options available for grant under the Incentive Plan.

There wer e 3,506,324 stock units (option s or awards) available for grant under the Incentive Plan.

The following table provides the remaining contractual term and weighted average exercise prices of stock options outstanding and exercisable from the Incentive Plan at December 31, 2024 .

7 unchanged sentences

5.73 10,000 4.62 5.73 10,000 5.73

The aggregate intrinsic values of total options outstanding and exercisable at December 31, 2023 and 2022 were $ 0 and $ 19 , respectively.

Intrinsic value is the amount by which the last trade price of the common stock closest to December 31, 2023 and 2022 , respectively, exceeded the exercise price of the options granted.

44,000 3.20 7.33 44,000 7.33

The aggregate intrinsic value of total options outstanding and exercisable was $ 0 at December 31, 2024 and 2023 .

Intrinsic value is the amount by which the last trade price of the common stock closest to December 31, 2024 and 2023 exceeded the exercise price of the options granted.

Stockholders’ equity

1 unchanged sentence

Albans”), an entity affiliated with Mr.

Novelly II, a member of the board, is entitled to demand that the Company register under the Securities Act of 1933, as amended (the “Securities Act”), the resale of all shares of the Company’s common stock beneficially owned by it.

Novelly II, a member of the board, is entitled to demand that the Company register under the Securities Act of 1933, as amended, the resale of all shares of the Company’s common stock beneficially owned by it.

Albans exercises its registration rights with respect to all 17,085,100 shares of the Company’s common stock currently owned by it, there will be an additional 6,637,600 registered shares of common stock available for trading in the public market.

Dividends payable at December 31, 2024 was $ 0.06 per common share per quarter or $ 10,699 .

Notes to Consolidated Financial Statements of FutureFuel Corp.

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Accounts payable

Natural gas and fuel purchases

Travel and administrative services

Fuel purchases

Travel and administrative services and other

Total accounts payable

Accrued liabilities

Travel and administrative services

Total accrued liabilities

Related party income statement accounts

8 unchanged sentences

Natural gas purchases

( 315 ) - 11,360

Total cost of goods sold

14 unchanged sentences

Biodiesel, petrodiesel, blends, and other petroleum products

The Company enters into agreements to buy and sell biofuels (biodiesel, petrodiesel, biodiesel/petrodiesel blends, RINs, and biodiesel production byproducts) and other petroleum products, such as gasoline, with an affiliate from time to time.

The Company enters into agreements to buy and sell biofuels (biodiesel, petrodiesel, biodiesel/petrodiesel blends, RINs, and biodiesel production byproducts) with an affiliate from time to time.

Such agreements are priced at the then-current market price of the product as determined from bids from other customers and/or market pricing services.

4 unchanged sentences

The Company uses natural gas to generate steam for its manufacturing process and to support certain of its air and waste treatment utilities.

During 2021, natural gas was purchased through an affiliate provider of natural gas marketing services.

Expenses related to these purchases include the cost of the natural gas only; transportation charges were paid to an independent third party.

The natural gas matter as discussed in Note 23, Legal proceedings, is in reference to the natural gas supplier, not the related party.

The amount shown in 2023 reflects the settlement on the legal matter.

Distribution and related services

17 unchanged sentences

The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 2.

The chief operating decision maker (“CODM”) is Roeland Polet, the chief executive officer.

The CODM reviews the significant components for each of our segments.

The CODM evaluates the performance of each reportable segment and decides how to allocate resources based on segment gross profit (loss) which includes the revenue and expenses that are directly attributable to management of each segment.

The CODM uses segment gross profit (loss) to assess the income generated by each reportable segment and to decide which reportable segment to reinvest profits or pay dividends.

Segment gross profit (loss) is also used to analyze performance against the budget and the Company’s competitors.

The Company’s chemicals segment manufactures diversified chemical products that are sold to third party customers.

1 unchanged sentence

“custom manufacturing” (manufacturing chemicals for specific customers) and “performance chemicals” (multi-customer specialty chemicals).

Included in this segment is warehouse lease rental revenue from a warehouse that was originally acquired for chemical storage.

The Company’s biofuels segment manufactures and markets biodiesel.

Biodiesel revenues are generated through the sale of biodiesel to customers through the Company’s distribution network at the Batesville plant, through distribution facilities available at leased oil storage facilities, and through a network of remotely located tanks.

Results of the biofuels business segment also reflect the sale of biodiesel blends with petrodiesel, petrodiesel with no biodiesel added, RINs, and biodiesel production byproducts.

Results of the biofuels business segment also reflect the sale of biodiesel blends with petrodiesel, petrodiesel with no biodiesel added, RINs, biodiesel production byproducts, and revenue and profits from Legacy Regional Transport.

Summary of business by segment

Years ended December 31,

Custom chemicals

For the Year Ended December 31, 2024

$ 80,007 $ 163,332 $ 243,339

Performance chemicals

Cost of goods sold

56,627 164,299 220,926

Chemicals revenue

748 2,021 2,769

Biofuels revenue

Segment gross profit (loss)

$ 22,632 $ ( 2,988 ) $ 19,644

Total Revenue

Reconciliation of Segment gross profit (loss) to Net Income before income taxes:

Selling, general, and administrative expenses

Research and development expenses

Other income, net

Net income before income taxes

For the Year Ended December 31, 2023

$ 79,333 $ 288,917 $ 368,250

Segment gross profit

Cost of goods sold

48,650 275,346 323,996

747 2,528 3,275

Total gross profit

Segment gross profit

$ 29,936 $ 11,043 $ 40,979

Depreciation is allocated to segment cost of goods sold based on plant usage.

The total assets and capital expenditures of the Company 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.

Reconciliation of Segment gross profit (loss) to Net Income before income taxes:

Selling, general, and administrative expenses

Research and development expenses

Other income, net

Net income before income taxes

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

Quarterly financial information (unaudited)

$ 74,181 $ 85,308 $ 116,752 $ 92,009

Gross profit (loss)

$ 21,623 $ ( 8,592 ) $ 3,870 $ 24,078

Net income (loss)

$ 21,081 $ ( 9,859 ) $ 2,776 $ 23,384

Net income (loss) per common share:

$ 0.48 $ ( 0.23 ) $ 0.06 $ 0.53

$ 42,261 $ 117,796 $ 118,141 $ 117,816

Gross (loss) profit

For the Year Ended December 31, 2022

$ 80,893 $ 315,121 $ 396,014

Net (loss) income

Cost of goods sold

54,244 308,363 362,607

Net (loss) income per common share:

1,004 3,410 4,414

Segment gross profit

$ 25,645 $ 3,348 $ 28,993

Earnings per share is computed independently for each of the quarters presented.

Therefore, the sum of the quarterly amounts will not necessarily equal the total for the year.

Reconciliation of Segment gross profit (loss) to Net Income before income taxes:

Selling, general, and administrative expenses

Research and development expenses

Other expense, net

Net income before income taxes

Depreciation is allocated to segment cost of goods sold based on plant usage.

Total assets and capital expenditures of the Company 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.

Legal proceedings

3 unchanged sentences

However, adverse developments could negatively impact earnings or cash flows in future periods.

The Company entered into a settlement agreement to resolve the previously reported dispute regarding its February 2021 natural gas bill.

The natural gas settlement was a reduction to Cost of goods sold-related parties in the Consolidated Statements of Operations and Comprehensive Income in the period ended December 31, 2023 in the amount of $ 882 .

This settlement reduced Cost of goods sold for each segment equally.

As discussed in Note 21, Related Party Transactions, the “ultimate” natural gas supplier was not a related party of the Company.

During the year ended December 31, 2024, the Company resolved a prior-year legal dispute which resulted in a cash payment of $ 2,750 to FutureFuel which is reflected in Other (expense) income in the Consolidated Statements of Income and Comprehensive Income in the twelve months ended December 31, 2024.

Subsequent event

On March 12, 2024, the Company’s board of directors authorized the repurchase of up to $ 25.0 million of Company common stock through a stock repurchase program expiring March 12, 2026.

The program could be suspended or discontinued at any time, based on market, economic, or business conditions.

The timing and amount of repurchase transactions will be determined by management based on its evaluation of market conditions, share price, and other factors.

The Company's board of directors also authorized on March 12, 2024 a special cash dividend of $ 2.50 per share on our common stock payable on April 9, 2024 , to the holders of record of all the issued and outstanding shares of common stock as of the close of business on March 26, 2024.

The Company evaluated subsequent events that would require an adjustment to the Company’s consolidated financial statements or require disclosure in the notes to the consolidated financial statements through the date of issuance of the consolidated financial statements.

Where applicable, the notes to these consolidated financial statements have been updated to discuss significant subsequent events which have occurred, except as disclosed below.

A vendor's late delivery of essential wastewater management infrastructure caused the Company in January 2025 to halt its biodiesel production to manage wastewater processing within our permit limits.

Consequently, the Company decided to move up its planned turnaround, initially scheduled for later in the year, and began this process in early January 2025.

Subsequently, in late February, severe inclement weather impacted the Company's ability to complete the turnaround and restart the various production processes it operates in Batesville.

Biodiesel production will likely not restart until the end of March 2025 at the earliest.

On February 21, 2025, the Company, amended and restated its credit agreement as detailed in Note 12.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data