What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-12 · 103 added, 108 removed, 332 unchanged (39% of the section changed)

3 unchanged sentences

(Dollars in thousands)

March 31, 2025

June 30, 2025

December 31, 2024

2 unchanged sentences

Accounts receivable, inclusive of the blenders' tax credit of $ 0 and $ 6,683 , respectively, and net of allowances for expected credit losses of $ 44 and $ 29 , respectively

Inventory, net

10,946 21,896

Inventory, net

Income tax receivable

27 unchanged sentences

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, 43,803,243 shares issued and outstanding as of March 31, 2025 and December 31, 2024

Common stock, $ 0.0001 par value, 75,000,000 shares authorized, 43,803,243 shares issued and outstanding as of June 30, 2025 and December 31, 2024

Additional paid in capital

8 unchanged sentences

FutureFuel Corp.

Consolidated Statements of Operations and Net Income

Consolidated Statements of Operations and Net (Loss) Income

(Dollars in thousands, except per share amounts)

Three Months Ended

Six Months Ended

Cost of goods sold

11 unchanged sentences

Interest expense

Other expense

Other income, net

8 unchanged sentences

(Dollars in thousands)

For the Three Months Ended March 31, 2025

For the Six Months Ended June 30, 2025

Stockholders’

Balance - December 31, 2024

43,803,243 $ 4 $ 205,434 $ 383 $ 205,821

Stock based compensation

- - 227 ( 1 ) 226

- - - ( 17,643 ) ( 17,643 )

Balance - March 31, 2025

43,803,243 $ 4 $ 205,661 $ ( 17,261 ) $ 188,404

For the Three Months Ended March 31, 2024

Stock based compensation

Balance - June 30, 2025

For the Six Months Ended June 30, 2024

Stockholders’

7 unchanged sentences

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

- - - 9,571 9,571

Balance - June 30, 2024

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

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

2 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

Net (loss) income

$ ( 17,643 ) $ 4,330

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

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

Amortization of deferred financing costs

7 unchanged sentences

Accounts receivable – related parties

(6,021 ) ( 22,758 )

Income tax receivable

1 unchanged sentence

Prepaid expenses – related parties

( 6 ) ( 289 )

Accounts payable

( 3,404 ) ( 5,753 )

Accounts payable – related parties

1 unchanged sentence

Deferred revenue

( 85 ) ( 861 )

Other noncurrent liabilities

Net cash used in operating activities

( 5,395 ) ( 12,211 )

Net cash (used in) provided by operating activities

Cash flows from investing activities

Collateralization of derivative instruments

( 110 ) ( 1,212 )

Proceeds from the sale of property and equipment

Capital expenditures

( 4,003 ) ( 2,273 )

Net cash used in investing activities

( 4,082 ) ( 3,485 )

Cash flows from financing activities

Payment of dividends

( 2,628 ) ( 2,626 )

Deferred financing costs

Net cash used in financing activities

( 2,993 ) ( 2,626 )

Net change in cash and cash equivalents

( 12,470 ) ( 18,322 )

Cash and cash equivalents at beginning of period

109,541 219,444

Cash and cash equivalents at end of period

$ 97,071 $ 201,122

Cash dividends declared in the current period, not paid

$ - $ 109,408

Cash paid for income taxes

Noncash investing and financing activities:

Noncash capital expenditures

$ ( 407 ) $ 536

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

27 unchanged sentences

however, the required disclosures are effective for our 2025 annual report.

The adoption will have an immaterial impact on the Company's financial statements and disclosures.

Accounting Standards Issued Not Yet Adopted as of March 31, 2025

The adoption will have an immaterial impact on the Company's financial statements but additional disclosures will be included in the notes to the financial statements for the year ended December 31, 2025.

Accounting Standards Issued Not Yet Adopted as of June 30, 2025

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

8 unchanged sentences

GOVERNMENT TAX CREDITS

BIODIESEL BLENDERS' TAX CREDIT, SMALL AGRI-BIODIESEL PRODUCER TAX CREDIT, and CLEAN FUEL PRODUCTION TAX CREDIT

BIODIESEL BLENDERS' TAX CREDIT

The biodiesel Blenders’ Tax Credit (“BTC”) 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.

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

The BTC expired December 31, 2024.

Small agri-biodiesel producers with production capacity not in excess of 60 million gallons were eligible for an additional income tax credit of $0.10 per gallon on the first 15 million gallons of agri-biodiesel sold (the “Small Agri-biodiesel Producer Tax Credit”).

SMALL AGRI-BIODIESEL PRODUCER TAX CREDIT

The Small Agri-Biodiesel Producer Tax Credit also expired December 31, 2024.

This tax credit was available to producers with production capacity not in excess of 60 million gallons and provided a $0.10 per gallon income tax credit on the first 15 million gallons of agri-biodiesel sold.

The Company was eligible for this credit and recognized the credit in the same accounting period as the benefit from the BTC.

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

This credit expired December 31, 2024.

The Inflation Reduction Act created the clean fuel production credit (“CFPC”) in August 2022 for qualifying transportation fuel produced and sold in the years 2025 through 2027.

The benefit of this credit was recognized as a component of income tax provision.

CLEAN FUEL PRODUCTION TAX CREDIT

The Inflation Reduction Act of 2022 (“IRA”) created the clean fuel production credit (“CFPC”) in August 2022 for qualifying transportation fuel produced and sold in the years 2025 through 2027.

The CFPC is a nonrefundable and transferable income tax credit structured on a sliding scale so that producers become eligible for larger credits as the greenhouse gas (“GHG”) emissions of the fuels they produce approach zero.

For producers meeting the prevailing wage and registered apprenticeship requirements, the maximum credit is $1.00 per gallon of nonaviation fuel.

For producers not meeting the prevailing wage and registered apprenticeship requirements, the maximum credit is $0.20 per nonaviation fuel gallon.

For producers meeting the prevailing wage and registered apprenticeship requirements, the maximum credit is $1.00 per gallon of non-aviation fuel.

For producers not meeting the prevailing wage and registered apprenticeship requirements, the maximum credit is $0.20 per non-aviation fuel gallon.

The Company is a registered producer that meets the wage and apprenticeship requirements to receive the credit applicable to the level of GHG emissions for the fuel the Company produces.

However, there is a lack of clarity from the U.S.

Treasury Department with respect to the CFPC with final rules yet to be issued.

In addition, there has been a delay of the Renewable Fuel Obligation for 2026.

For the three months ended March 31, 2025, the Company had only sold inventory that was produced in 2024 which was not eligible for the CFPC;

therefore, no CFPC credits were recognized for the three months ended March 31, 2025.

As eligible inventory is produced and sold, the Company will account for the CFPC as a reduction to cost of goods sold when product is sold.

CARES ACT – EMPLOYEE RETENTION TAX CREDIT

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), was enacted on March 27, 2020, to encourage eligible employers to retain employees on their payroll through, among other things, an available employee retention tax credit.

The Consolidated Appropriations Act, effective January 1, 2021, broadened the eligibility of the credit.

FutureFuel has applied for this credit and will recognize the benefit of the credit once reasonable assurance can be made as to the receipt of the credit.

Due to the lack of a specific generally accepted accounting principle for the CFPC—a transferable, nonrefundable credit—the company has elected to follow the principles of International Accounting Standard 20 (IAS 20 ), "Accounting for Government Grants and Disclosure of Government Assistance." Accordingly, the credit has been recognized as a reduction in the cost of goods sold, net of estimated selling expenses, which management believes estimates fair value when generated.

In the three and six months ended June 30, 2025, the CFPC was $ 2.5 million.

See Note 13 Subsequent Events, regarding additional information related to the Small Agri-Biodiesel Tax Credit and the CFPC.

Notes to Consolidated Financial Statements of FutureFuel Corp.

10 unchanged sentences

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

Lease revenue recognized under this agreement was $ 170 for the three months ended March 31, 2025.

Lease revenue recognized under this agreement was $ 170 and $ 170 for the three months and $ 340 and $ 329 for the six months ended June 30, 2025 and 2024, respectively.

Contract Assets and Liabilities:

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

The contract assets at March 31, 2025 and December 31, 2024 consist of unbilled revenue from one customer and unbilled capital reimbursement from another customer and are recorded as accounts receivable in the consolidated balance sheets.

The contract assets at June 30, 2025 and December 31, 2024 consist of unbilled revenue from one customer and unbilled capital reimbursement from another customer and are recorded as accounts receivable in the consolidated balance sheets.

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

Increases to contract liabilities from cash received or due for a performance obligation of chemical segment plant expansions were $ 0 for both the three months ended March 31, 2025 and 2024.

Increases to contract liabilities from cash received or due for a performance obligation of chemical segment plant expansions were $ 125 and $ 0 for the three months and $ 125 and $ 0 for the six months ended June 30, 2025 and 2024, respectively.

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

Revenue recognized in the chemical segment from the contract liability reductions was $ 30 and $ 806 for the three months ended March 31, 2025 and 2024 , respectively.

Revenue recognized in the chemical segment from the contract liability reductions was $ 80 and $ 797 for the three months and $ 110 and $ 1,603 for the six months ended June 30, 2025 and 2024 , 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.

1 unchanged sentence

Contract Assets and Liability Balances

March 31, 2025

June 30, 2025

December 31, 2024

1 unchanged sentence

Trade receivables, included in accounts receivable*

$ 7,691 $ 14,991 $ 15,897

Contract assets, included in accounts receivable

209 222 1,128

Contract liabilities, included in deferred revenue - short-term

842 697 3,656

Contract liabilities, included in deferred revenue - long-term

3,117 3,293 9,318

* Exclusive of the BTC of $ 0 , $ 6,683 , and $ 11,381 , respectively, and net of allowances for expected credit losses of $ 44 , $ 29 , and $ 55 , respectively, as of the dates noted.

Transaction price allocated to the remaining performance obligations:

At March 31, 2025 , approximately $ 3,959 of revenue is expected to be recognized from the remaining performance obligations.

FutureFuel expects to recognize this revenue ratably over the expected sales over the expected term of its long-term contracts ranging from two to six years.

At June 30, 2025 , approximately $ 4,005 of revenue is expected to be recognized from the remaining performance obligations.

The Company expects to recognize this revenue ratably over the expected sales over the expected term of its long-term contracts ranging from two to six years.

Approximately 23 % of this revenue is expected to be recognized over the next 12 months, and 77 % is expected to be recognized over the subsequent 54 months.

6 unchanged sentences

Disaggregation of revenue - contractual and non-contractual:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Contract revenue from customers with > one-year arrangements

$ 1,969 $ 9,240

Contract revenue from customers with < one-year arrangements

15,514 48,986

Revenue from non-contractual arrangements

Total revenue

$ 17,538 $ 58,281

Timing of revenue :

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Bill-and-hold revenue

$ 4,590 $ 11,644

Non-bill-and-hold revenue

12,948 46,637

Total revenue

$ 17,538 $ 58,281

As of March 31, 2025 and December 31, 2024 , $ 5,628 and $ 7,301 of bill-and-hold revenue had not shipped, respectively.

As of June 30, 2025 and December 31, 2024 , $ 6,309 and $ 7,301 of bill-and-hold revenue had not shipped, respectively.

The carrying values of inventory were as follows as of:

March 31, 2025

June 30, 2025

December 31, 2024

1 unchanged sentence

Finished goods

$ 4,308 $ 10,809

Work in process

Raw materials

27,309 15,335

32,412 27,016

( 5,748 ) ( 6,373 )

Total inventory

$ 26,664 $ 20,643

There was no liquidation in the three months ended March 31, 2025 A liquidation of $ 435 occurred in the twelve months ended December 31, 2024.

There was $ 2,934 liquidation in the six months ended June 30, 2025 primarily from biodiesel related inventories.

A liquidation of $ 435 occurred in the twelve months ended December 31, 2024.

Notes to Consolidated Financial Statements of FutureFuel Corp.

3 unchanged sentences

Fair value is determined by using the closing prices of the derivative instruments on the New York Mercantile Exchange at the end of an accounting period.

Changes in the fair value of derivative instruments are recognized at the end of each accounting period and recorded in the statements of operations and comprehensive income as a component of cost of goods sold.

Changes in the fair value of derivative instruments are recognized at the end of each accounting period and recorded in the statements of operations as a component of cost of goods sold.

These instruments use inputs considered Level 1 holdings.

13 unchanged sentences

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

Total gains and losses on derivative instruments and changes in fair value of the derivative instruments are recorded in the consolidated statements of operations as a component of cost of goods sold and amounted to a net loss of $ 166 (including settlement gains of $ 93 ) for the three months ended March 31, 2025 , and a net loss of $ 3,464 (includin g settlements of $ 1,190 ) for the three months ended March 31, 2024 .

Total gains and losses on derivative instruments and changes in fair value of the derivative instruments are recorded in the consolidated statements of operations as a component of cost of goods sold and amounted to a net gain of $ 617 (including settlements of $ 77 ) and a net gain of $ 450 (including settlements of $ 169 ) for the three and six months ended June 30, 2025 , respectively, and a net gain of $ 1,414 (includin g settlements of $ 836 ) and a net loss of $ 2,050 (including settlements of $ 354 ) for the three and six months ended June 30, 2024 , respectively.

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

Asset (Liability)

March 31, 2025

June 30, 2025

December 31, 2024

2 unchanged sentences

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

120 $ ( 494 ) 100 $ ( 235 )

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $ 987 and $ 877 at March 31, 2025 and December 31, 2024 , respectively, and was classified as other current assets in the consolidated balance sheets.

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $ 18 and $ 877 at June 30, 2025 and December 31, 2024 , respectively, and was classified as other current assets in the consolidated balance sheets.

The carrying values of the margin account and of the derivative instruments are included net in other current assets.

3 unchanged sentences

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

March 31, 2025

June 30, 2025

December 31, 2024

Refundable deposit

$ 9,000 $ 6,500

Employment tax credit

1 unchanged sentence

Accrued property, franchise, motor fuel and other taxes

$ 14,698 $ 11,082

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 on 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”).

15 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 March 31, 2025 or December 31, 2024 .

There were no borrowings under the Credit Agreement at June 30, 2025 or December 31, 2024 .

Notes to Consolidated Financial Statements of FutureFuel Corp.

2 unchanged sentences

The following table summarizes the income tax provision.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Income tax provision

$ 35 $ 6 $ 41 $ 638

Effective tax rate

The Company’s income tax provision for the three months ended March 31, 2025, is comprised of immaterial state taxes and miscellaneous items.

The provision for the three months ended March 31, 2024, was comprised primarily of an increase in the valuation allowance against net deferred assets, plus immaterial state taxes and miscellaneous items.

0.3 % 0.1 % ( 0.1 )% 4.4 %

The Company’s income tax provision for the three and six months ended June 30, 2025, is comprised of an increase in its net deferred tax liability plus immaterial state taxes and miscellaneous items.

The provision for the three months ended June 30, 2024, consists of immaterial state taxes and miscellaneous items.

The provision for the six months ended June 30, 2024 includes immaterial state taxes and, primarily, the initial establishment of the net deferred tax liability reflecting the Company’s determination that its future reversing net deferred tax liabilities would not support full realization of its existing deferred tax assets.

EARNINGS PER SHARE

In the three months ended March 31, 2025 and 2024 , FutureFuel used the treasury method in computing earnings per share.

In the three and six months ended June 30, 2025 and 2024 , FutureFuel used the treasury method in computing earnings per share.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net (loss) income

$ ( 17,643 ) $ 4,330

Weighted average shares outstanding – basic

43,803,243 43,763,243

Effect of dilutive securities:

1 unchanged sentence

Weighted average shares outstanding – diluted

43,803,243 43,763,243

Basic (loss) earnings per share

$ ( 0.40 ) $ 0.10

Diluted (loss) earnings per share

$ ( 0.40 ) $ 0.10

For the three months ended March 31, 2025 and 2024, 40,000 and 44,000 options to purchase FutureFuel’s common stock were excluded, respectively, in the computation of diluted earnings per share as all options were anti-dilutive.

For the three and six months ended June 30, 2025, 50,000 and 45,000 options to purchase FutureFuel’s common stock were excluded, respectively, in the computation of diluted earnings per share as all options were anti-dilutive.

In the three and six months ended June 30, 2024, 22,000 and 44,000 options, respectively, were excluded as all were anti-dilutive.

In addition, 750,000 restricted stock units (“RSUs”) were issued during the year ended December 31, 2024.

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

All of the prorated RSUs were excluded in the computation of diluted earnings per share for the three and six months ended June 30, 2025, as all were anti-dilutive.

There were no RSUs in the comparative periods.

RELATED PARTY TRANSACTIONS

6 unchanged sentences

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

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

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

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

15 unchanged sentences

The benefit derived from the eventual sale of the RINs is not reflected in results of operations until such time as the RINs sale has been completed, which may lead to variability in reported operating results.

As of March 31, 2025 , FutureFuel held 2.3 million RINs with a fair market value of $ 2,077 and no cost.

Comparatively, at March 31, 2024 , FutureFuel held 2.0 million RINs with a fair market value of $ 1,624 and no cost and at December 31, 2024 , 3.1 million RINs were held with a fair market value of $ 1,831 and no cost.

These fair values are considered Level 1 inputs.

As of June 30, 2025 , FutureFuel held 0.5 million RINs with a fair market value of $ 604 .

Comparatively, at June 30, 2024 , FutureFuel held 2.1 million RINs with a fair market value of $ 1,055 and at December 31, 2024 , 3.1 million RINs were held with a fair market value of $ 1,831 .

The fair value of RINs is considered a Level 1 input and has no cost.

Summary of business by segment

Three months ended March 31, 2025

Three months ended June 30, 2025

Six months ended June 30, 2025

$ 16,619 $ 19,054 $ 35,673 $ 25,984 $ 27,227 $ 53,211

Cost of goods sold

Segment gross loss

Reconciliation of Segment gross loss to Net loss before income taxes:

14,658 29,104 43,762 29,512 45,812 75,324

294 384 678 534 683 1,217

Segment gross profit (loss)

$ 1,667 $ ( 10,434 ) $ ( 8,767 ) $ ( 4,062 ) $ ( 19,268 ) $ ( 23,330 )

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

Selling, general, and administrative expenses

$ 2,228 $ 5,112

Research and development expenses

Other income, net

( 1,547 ) ( 2,748 )

Net loss before income taxes

$ ( 10,381 ) $ ( 28,018 )

Notes to Consolidated Financial Statements of FutureFuel Corp.

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

Three months ended March 31, 2024

Three months ended June 30, 2024

Six months ended June 30, 2024

$ 19,236 $ 53,173 $ 72,409 $ 37,295 $ 93,395 $ 130,690

Cost of goods sold

14,357 48,443 62,800 28,192 87,327 115,519

202 750 952 405 1,102 1,507

Segment gross profit

$ 4,677 $ 3,980 $ 8,657 $ 8,698 $ 4,966 $ 13,664

Reconciliation of Segment gross profit to Net income before income taxes:

Selling, general, and administrative expenses

$ 2,290 $ 4,193

Research and development expenses

Other income, net

( 4,126 ) ( 6,890 )

Net income before income taxes

$ 9,577 $ 14,539

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

5 unchanged sentences

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 .

On July 4, 2025, the Budget Reconciliation Act of 2025 was signed into law which made significant changes to federal tax law.

The legislation did not affect the Company’s income tax balances as of June 30, 2025.

The most significant provisions affecting the Company include modification to the CFPC, including an extension of the expiration date from December 31, 2027 to December 31, 2029, and rules on foreign based feedstocks as well as affirmation on the transferability of the credits.

In addition, the tax law reinstated the extension of the Small Agri-Biodiesel Producers Tax Credit.

This tax credit is $0.20 per gallon on the first 15 million gallons produced for facilities with up to 60 million gallons of capacity eligible for fuel sold after July 1, 2025 and before December 31, 2026.

The Budget Reconciliation Act includes other changes which the Company is evaluating.

The Company continues to experience extremely high feedstock prices resulting in negative profit margins for biodiesel.

As a result, on July 9, 2025, the Company completed a reduction in force of 75 employees following the idling of biodiesel manufacturing given these unfavorable market conditions.

The Company retained employees with expertise to facilitate the restart of biodiesel production upon the return of more favorable market conditions.

The aggregate cost of separation agreements related to the reduction in force are estimated to be approximately $ 386 .

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-Q

Item 1. Financial Statements