Item 1. Financial Statements
Item 1. Financial Statements.
FutureFuel Corp.
Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)
September 30, 2025
December 31, 2024
Assets
Cash and cash equivalents
$ 85,560 $ 109,541
Accounts receivable, inclusive of the blenders' tax credit of $ 0 and $ 6,683 , respectively, and net of allowances for expected credit losses of $ 29 and $ 29 , respectively
7,874 21,896
Inventory, net
6,133 20,643
Income tax receivable
43 53
Prepaid expenses
952 3,978
Prepaid expenses – related parties
12 -
Other current assets
12,236 8,675
Total current assets
112,810 164,786
Property, plant and equipment, net
85,776 78,538
Other assets
4,906 4,367
Total noncurrent assets
90,682 82,905
Total Assets
$ 203,492 $ 247,691
Liabilities and Stockholders’ Equity
Accounts payable, inclusive of the blenders’ tax credit rebates due customers of $ 28 and $ 890 , respectively
$ 7,596 $ 10,483
Accounts payable – related parties
80 139
Deferred revenue – current
995 904
Dividends payable
2,815 10,699
Accrued expenses and other current liabilities
13,835 11,082
Total current liabilities
25,321 33,307
Deferred revenue – noncurrent
6,020 6,324
Noncurrent deferred income taxes
767 773
Other noncurrent liabilities
2,261 1,466
Total noncurrent liabilities
9,048 8,563
Total liabilities
34,369 41,870
Commitments and contingencies
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 September 30, 2025 and December 31, 2024
4 4
Additional paid in capital
206,124 205,434
Retained earnings (accumulated deficit)
( 37,005 ) 383
Total stockholders’ equity
169,123 205,821
Total Liabilities and Stockholders’ Equity
$ 203,492 $ 247,691
The accompanying notes are an integral part of these consolidated financial statements.
1
FutureFuel Corp.
Consolidated Statements of Operations and Net (Loss) Income
(Dollars in thousands, except per share amounts)
(Unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2025
2024
2025
2024
Revenue
$
22,689
$
51,140
$
75,900
$
181,830
Cost of goods sold
28,941
50,152
104,262
165,644
Cost of goods sold – related parties
8
36
11
63
Distribution
534
532
1,665
1,939
Distribution – related parties
37
37
123
137
Gross (loss) profit
( 6,831
)
383
( 30,161
)
14,047
Selling, general, and administrative expenses
Compensation expense
1,125
1,140
4,256
3,188
Other expense
755
994
2,406
2,833
Related party expense
169
156
499
462
Research and development expenses
855
981
3,179
2,803
Total operating expenses
2,904
3,271
10,340
9,286
(Loss) income from operations
( 9,735
)
( 2,888
)
( 40,501
)
4,761
Interest income
1,012
1,830
3,317
6,151
Interest expense
( 126
)
( 35
)
( 188
)
( 104
)
Other (expense) income
( 505
)
( 105
)
-
2,533
Other income, net
381
1,690
3,129
8,580
(Loss) income before taxes
( 9,354
)
( 1,198
)
( 37,372
)
13,341
Income tax (benefit) provision
( 27
)
( 3
)
14
635
Net (loss) income
$
( 9,327
)
$
( 1,195
)
$
( 37,386
)
$
12,706
(Loss) earnings per common share
Basic
$
( 0.21
)
$
( 0.03
)
$
( 0.85
)
$
0.29
Diluted
$
( 0.21
)
$
( 0.03
)
$
( 0.85
)
$
0.29
Weighted average shares outstanding
Basic
43,803,243
43,763,243
43,803,243
43,763,243
Diluted
43,803,243
43,763,243
43,803,243
43,763,243
The accompanying notes are an integral part of these consolidated financial statements.
2
FutureFuel Corp.
Consolidated Statements of Stockholders’ Equity
(Dollars in thousands)
(Unaudited)
For the Nine Months Ended September 30, 2025
Retained
Additional
Earnings
Total
Common Stock
paid in
(Accumulated
Stockholders’
Shares
Amount
Capital
Deficit)
Equity
Balance - December 31, 2024
43,803,243
$
4
$
205,434
$
383
$
205,821
Stock based compensation
-
-
227
( 1
)
226
Net loss
-
-
-
( 17,643
)
( 17,643
)
Balance - March 31, 2025
43,803,243
$
4
$
205,661
$
( 17,261
)
$
188,404
Stock based compensation
-
-
237
( 1
)
236
Net loss
-
-
-
( 10,416
)
( 10,416
)
Balance - June 30, 2025
43,803,243
$
4
$
205,898
$
( 27,678
)
$
178,224
Stock based compensation
-
$
-
226
-
226
Net loss
-
-
-
( 9,327
)
( 9,327
)
Balance - September 30, 2025
43,803,243
$
4
$
206,124
$
( 37,005
)
$
169,123
For the Nine Months Ended September 30, 2024
Additional
Total
Common Stock
paid in
Retained
Stockholders’
Shares
Amount
Capital
Earnings
Equity
Balance - December 31, 2023
43,763,243
$
4
$
282,489
$
27,387
$
309,880
Cash dividends declared, $2.50 per common share
-
-
( 77,691
)
( 31,717
)
( 109,408
)
Stock based compensation
-
-
22
-
22
Net income
-
-
-
4,330
4,330
Balance - March 31, 2024
43,763,243
$
4
$
204,820
$
-
$
204,824
Net income
-
-
-
9,571
9,571
Balance - June 30, 2024
43,763,243
$
4
$
204,820
$
9,571
$
214,395
Stock based compensation
-
$
-
91
$
-
91
Net loss
-
-
-
( 1,195
)
( 1,195
)
Balance - September 30, 2024
43,763,243
$
4
$
204,911
$
8,376
$
213,291
The accompanying notes are an integral part of these consolidated financial statements.
3
FutureFuel Corp.
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
Nine Months Ended September 30,
2025
2024
Cash flows from operating activities
Net (loss) income
$
( 37,386
)
$
12,706
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation
7,143
6,923
Amortization of deferred financing costs
64
77
Provision for deferred income taxes
( 6
)
618
Change in fair value of derivative instruments
( 404
)
1,439
Stock based compensation
688
113
(Gain) loss on disposal of property and equipment
( 34
)
24
Noncash interest expense
27
26
Changes in operating assets and liabilities:
Accounts receivable
14,022
12,439
Accounts receivable – related parties
-
1
Inventory
14,510
8,662
Income tax receivable
10
1,940
Prepaid expenses
3,026
3,382
Prepaid expenses – related parties
( 12
)
-
Other assets
( 3,748
)
310
Accounts payable
( 2,448
)
( 11,043
)
Accounts payable – related parties
( 59
)
82
Income tax payable
-
359
Accrued expenses and other current liabilities
2,753
6,062
Deferred revenue
( 213
)
( 2,705
)
Other noncurrent liabilities
768
-
Net cash (used in) provided by operating activities
( 1,299
)
41,415
Cash flows from investing activities
Collateralization of derivative instruments
360
423
Proceeds from the sale of property and equipment
34
6
Capital expenditures
( 14,820
)
( 10,605
)
Net cash used in investing activities
( 14,426
)
( 10,176
)
Cash flows from financing activities
Payment of dividends
( 7,884
)
( 117,285
)
Deferred financing costs
( 372
)
-
Net cash used in financing activities
( 8,256
)
( 117,285
)
Net change in cash and cash equivalents
( 23,981
)
( 86,046
)
Cash and cash equivalents at beginning of period
109,541
219,444
Cash and cash equivalents at end of period
$
85,560
$
133,398
Cash paid for income taxes
$
10
$
-
Cash paid for interest expense
$
98
$
1
Change in noncash capital expenditures
$
( 439
)
$
452
The accompanying notes are an integral part of these consolidated financial statements.
4
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share and per gallon amounts)
(Unaudited)
1 )
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared by FutureFuel Corp. (“FutureFuel” or “the Company”) in accordance and consistent with the accounting policies stated in the Company's 2024 Annual Report on Form 10 -K, inclusive of the audited consolidated financial statements, and should be read in conjunction with these consolidated financial statements. Certain reclassifications were made to prior year amounts to conform to the 2025 presentation.
In the opinion of FutureFuel, all normal recurring adjustments necessary for a fair presentation have been included in the unaudited consolidated financial statements. The unaudited consolidated financial statements have been prepared in compliance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with instructions to Form 10 -Q adopted by the Securities and Exchange Commission (“SEC”). Accordingly, the unaudited consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements and do include amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. The unaudited consolidated financial statements include assets, liabilities, revenues, and expenses of FutureFuel and its direct and indirect wholly owned subsidiaries; namely, FutureFuel Chemical Company; FutureFuel Warehouse Company, L.L.C.; and Legacy Regional Transport, L.L.C. Intercompany transactions and balances have been eliminated in consolidation.
Some of the Company's manufacturing equipment requires periodic, planned shutdowns of significant parts of our facility in order to perform necessary inspections, cleanings, and maintenance activities, referred to as turnarounds. The cost of turnarounds incurred for routine repairs and maintenance or unplanned outages at our facility are expensed as incurred.
Recently Adopted Accounting Standards
Accounting standards update (“ASU”) No. 2023 - 09 Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures: The FASB issued this ASU 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 apply to all entities that are subject to income taxes. The ASU is effective for years beginning after December 15, 2024, but early adoption is permitted. This ASU should be applied on a prospective basis, although retrospective application is permitted. The Company has adopted the new standard effective for the year ended December 31, 2025; however, the required disclosures are effective for our 2025 annual report. The adoption has 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 September 30, 2025
ASU No. 2024 - 03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses: The FASB issued this ASU 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 currently does not expect the adoption to have a material impact on its financial statements and disclosures.
ASU No. 2025 - 06 Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350 - 40 ): The FASB issued this ASU, which finalizes Proposed ASU No. 2024 - ED400 of the same name, in September 2025. This ASU aims to address the challenges of applying current internal-use software accounting requirements (which were issued when companies followed a prescriptive and sequential development method) to software developed under more current, incremental and iterative development methods. This ASU removes all references to a prescriptive and sequential software method, referred to as “project stages”, and requires a company to start capitalizing software costs when management has authorized or committed to funding the project and when it is probable that the project will be completed and the software will perform as intended. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is evaluating this accounting standard and currently does not expect the adoption to have a material impact on its financial statements and disclosures.
5
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share and per gallon amounts)
(Unaudited)
2 )
GOVERNMENT TAX CREDITS
Due to the lack of specific U.S. GAAP guidance for the following tax credits, the Company elected to follow IAS 20 principles ("Accounting for Government Grants"). Accordingly, the following credits were recognized as a reduction in the cost of goods sold, net of estimated selling expenses.
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 in the cost of goods sold as applicable sales were made. The BTC expired December 31, 2024.
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 provision through December 31, 2024.
On July 4, 2025, the Budget Reconciliation Act of 2025 officially reinstated and extended the Small Producer's Tax Credit through December 31, 2026. This transferable, nonrefundable credit offers eligible producers—those with a capacity of 60 million gallons or less—$0.20 per gallon on the first 15 million gallons of fuel they produce. The benefit of this credit was recognized as a reduction in cost of goods sold following IAS 20.
CLEAN FUEL PRODUCTION TAX CREDIT
The Clean Fuel Production Credit (“CFPC” or §45Z credit), established by the Inflation Reduction Act of 2022 and extended through 2029 by the Budget Reconciliation Act of 2025, is a key incentive for low-emission transportation fuels. The Company’s biodiesel was approved for the Clean Fuel Production Credit in December 2024.
This transferable, nonrefundable income tax credit uses a sliding scale based on the fuel's greenhouse gas (GHG) emissions. The Company qualifies for an increased credit above the base of $0.20 per gallon for non-aviation fuel because it satisfies the prevailing wage and apprenticeship requirements.
For the three and nine months ended September 30, 2025, the Company recognized $ 2.5 million in CFPC.
6
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share and per gallon amounts)
(Unaudited)
3 )
REVENUE RECOGNITION
The majority of revenue is from short-term contracts with revenue recognized when a single performance obligation to transfer product under the terms of a contract with a customer is satisfied.
Certain of the Company's custom chemical contracts within the chemical segment contain a material right as defined by ASC Topic 606 “Revenue from Contracts with Customers”, (“ASC 606” ), from the provision of a customer option to purchase future goods or services at a discounted price as a result of upfront payments provided by customers. Each contract also has a performance obligation to transfer products with 30 -day payment terms. The Company recognizes revenue when the customer takes control of the inventory, either upon shipment or when the material is made available for pick up. If the customer is deemed to take control of the inventory prior to pick up, the Company recognizes the revenue as a bill-and-hold transaction in accordance with ASC 606. The Company applies the renewal option approach in allocating the transaction price to these material rights and transfer of product. As a basis for allocating the transaction price to the material right and transfer of product, the Company estimates the expected life of the contract, the expected contractual volumes to be sold over that life, and the most likely expected sales price. Each estimate is updated quarterly on a prospective basis.
The Company has a short-term, twelve -month lease agreement for its warehouse space. Lease revenue recognized under this agreement totaled $ 170 and $ 170 for the three months ended September 30, 2025, and 2024, respectively, and $ 510 and $ 499 for the nine months ended September 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 September 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 and $ 0 for the three months and $ 125 and $ 0 for the nine months ended September 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 $ 61 and $ 936 for the three months and $ 171 and $ 2,539 for the nine months ended September 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.
The following table provides the balance of receivables, contract assets, and contract liabilities from contracts with customers.
Contract Assets and Liability Balances
September 30, 2025
December 31, 2024
December 31, 2023
Trade receivables, included in accounts receivable*
$
7,643
$
14,991
$
15,897
Contract assets, included in accounts receivable
231
222
1,128
Contract liabilities, included in deferred revenue - short-term
788
697
3,656
Contract liabilities, included in deferred revenue - long-term
3,156
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 $ 29 , $ 29 , and $ 55 , respectively, as of the dates noted.
Transaction price allocated to the remaining performance obligations:
At September 30, 2025 , approximately $ 3,944 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 five years. Approximately 20 % of this revenue is expected to be recognized over the next 12 months, and 80 % is expected to be recognized over the subsequent 51 months. These amounts are subject to change based upon changes in the estimated contract life and estimated quantities to be sold over the contract life.
The Company applies the practical expedient in ASC 606 - 10 - 50 - 14 and excludes the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less; and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.
7
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share and per gallon amounts)
(Unaudited)
The following tables provide revenue from customers disaggregated by the type of arrangement and by the timing of the recognized revenue.
Disaggregation of revenue - contractual and non-contractual:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Contract revenue from customers with > one-year arrangements
$
4,759
$
8,966
$
9,857
$
26,941
Contract revenue from customers with < one-year arrangements
17,875
42,119
65,877
154,723
Revenue from non-contractual arrangements
55
55
166
166
Total revenue
$
22,689
$
51,140
$
75,900
$
181,830
Timing of revenue :
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Bill-and-hold revenue
$
10,650
$
10,211
$
25,085
$
32,875
Non-bill-and-hold revenue
12,039
40,929
50,815
148,955
Total revenue
$
22,689
$
51,140
$
75,900
$
181,830
As of September 30, 2025 and December 31, 2024 , $ 5,902 and $ 7,301 , respectively, of bill-and-hold revenue had not shipped.
4 )
INVENTORY
The carrying values of inventory were as follows as of:
September 30, 2025
December 31, 2024
At average cost (approximates current cost)
Finished goods
$
1,880
$
10,809
Work in process
601
872
Raw materials
6,133
15,335
8,614
27,016
LIFO reserve
( 2,481
)
( 6,373
)
Total inventory
$
6,133
$
20,643
The Company recognized a liquidation of $ 5,083 during the nine months ended September 30, 2025 primarily as a result of lower biodiesel related inventories. The Company recognized a liquidation of $ 435 during the year ended December 31, 2024.
8
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share and per gallon amounts)
(Unaudited)
5 )
DERIVATIVE INSTRUMENTS
The Company records all derivative instruments at fair value. Fair value is determined by using the closing prices of the derivative instruments on the New York Mercantile Exchange at the end of an accounting period. Changes in the fair value of derivative instruments are recognized at the end of each accounting period and recorded in the statements of operations as a component of cost of goods sold. These instruments use inputs considered Level 1 holdings.
Fair value accounting pronouncements include a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of FutureFuel. Unobservable inputs are inputs that reflect FutureFuel’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
In order to manage commodity price risk caused by market fluctuations in feedstock and biofuel prices, future purchases of feedstock used in biodiesel production, physical feedstock, finished product inventories attributed to the process, and other petroleum products purchased or sold, the Company may enter into exchange-traded commodity futures and options contracts. The Company accounts for these derivative instruments in accordance with ASC Topic 815 - 20 - 25, “Derivatives and Hedging”, (“ASC 815” ). Under this standard, the accounting for changes in the fair value of a derivative instrument depends upon whether it has been designated as an accounting hedging relationship and, further, on the type of hedging relationship. To qualify for designation as an accounting hedging relationship, specific criteria must be met and appropriate documentation maintained. The Company had no derivative instruments that qualified under these rules as designated accounting hedges in 2025 or 2024 . The Company has elected the normal purchase and normal sales exception for certain feedstock purchase contracts and supply agreements.
Total gains and losses on derivative instruments and changes in fair value of the derivative instruments are recorded in the consolidated statements of operations as a component of cost of goods sold and amounted to a net gain of $ 171 (including settlements of $ 48 ) and a net gain of $ 621 (including settlements of $ 217 ) for the three and nine months ended September 30, 2025 , respectively, and a net gain of $ 1,947 (includin g settlements of $ 1,691 ) and a net loss of $ 102 (including settlement gains of $ 1,337 ) for the three and nine months ended September 30, 2024 , respectively.
The volumes and carrying values of FutureFuel’s derivative instruments were as follows at:
Asset (Liability)
September 30, 2025
December 31, 2024
Contract Quantity
Fair Value
Contract Quantity
Fair Value
Regulated fixed price future commitments, included in other current assets (in thousand barrels)
324
$
169
100
$
( 235
)
The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $ 517 and $ 877 at September 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.
9
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share and per gallon amounts)
(Unaudited)
6 )
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following at:
September 30, 2025
December 31, 2024
Refundable deposit
$
9,000
$
6,500
Employment tax credit
1,856
1,856
Accrued employee liabilities
2,016
1,743
Accrued property, franchise, motor fuel and other taxes
856
881
Other
107
102
Total
$
13,835
$
11,082
7 )
BORROWINGS
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 with Regions Bank as administrative agent, collateral agent, and syndication agent (as amended, the "Credit Agreement"). The Company entered into an amendment to the Credit Agreement on July 25, 2025, effective as of June 30, 2025, which modified the Consolidated Interest Coverage Ratio to exclude non-cash interest. 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 February 21, 2030.
The interest rate floats at the following margins over Secured Overnight Financing Rate ("SOFR") or base rate based upon our leverage ratio.
Adjusted SOFR Rate Loans and
Consolidated Leverage Ratio
Letter of Credit Fee
Base Rate Loans
Commitment Fee
< 1.00:1.0
1.00 % 0.00 % 0.15 %
≥ 1.00:1.0 And < 1.50:1.0
1.25 % 0.25 % 0.15 %
≥ 1.50:1.0 And < 2.00:1.0
1.50 % 0.50 % 0.20 %
≥ 2.00:1.0 And < 2.50:1.0
1.75 % 0.75 % 0.20 %
≥ 2.50:1.0
2.00 % 1.00 % 0.25 %
The terms of the Credit Facility contain certain negative covenants and conditions including a maximum consolidated leverage ratio and a minimum consolidated interest coverage ratio.
There were no borrowings under the Credit Agreement at September 30, 2025 or December 31, 2024 .
10
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share and per gallon amounts)
(Unaudited)
8 )
INCOME TAX PROVISION
The following table summarizes the income tax provision.
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Income tax (benefit) provision
$ ( 27 ) $ ( 3 ) $ 14 $ 635
Effective tax rate
0.3 % 0.3 % ( 0.0 )% 4.8 %
The Company’s income tax (benefit) provision for the three and nine months ended September 30, 2025, is comprised of a decrease in its net deferred tax liability plus immaterial state taxes and miscellaneous items. The benefit for the three months ended September 30, 2024 consists of immaterial state taxes and miscellaneous items. The provision for the nine months ended September 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.
The Budget Reconciliation Act of 2025 includes a broad range of U.S. income tax provisions. However, based upon the current expectations of how relevant provisions will be applied, it had an immaterial impact on the Company's income tax (benefit) provision for the three and nine months ended September 30, 2025. The Company continues to evaluate the income tax effects but does not currently expect a material effect to its consolidated financial statements.
9 )
EARNINGS PER SHARE
We compute earnings per share using the two -class method in accordance with ASC Topic No. 260, “Earnings per Share”, (“ASC 260” ). The two -class method is an allocation of earnings between the holders of common stock and a company’s participating security holders. The Company has outstanding Restricted Stock Units (“RSUs”) granted on September 3, 2024, for 750,000 shares which provide the holder with a non-forfeitable right to receive dividends on the full amount, even prior to vesting. The RSUs, and related dividends, vest in five equal installments on each anniversary of the award date. These RSUs are considered participating securities and require the use of the two -class method for computing basic and diluted earnings per share (“EPS”), pursuant to ASC 260.
These contingently issuable shares associated with outstanding service-based restricted stock units were not included in the earnings per share calculations for the three -month and nine -month periods ended September 30, 2025 or 2024 as the shares which had vested were not issued. The vested shares are held in name only per the award grant and held until the earlier of termination of employment under certain circumstances or full vesting at the end of the award period.
Basic and diluted earnings per common share were computed as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Numerator:
Net (loss) income
$
( 9,327
)
$
( 1,195
)
$
( 37,386
)
$
12,706
Loss allocated to participating securities (RSUs)
-
-
-
-
Net (loss) income attributable to common stockholders
$
( 9,327
)
$
( 1,195
)
$
( 37,386
)
$
12,706
Denominator:
Weighted average shares outstanding – basic
43,803,243
43,763,243
43,803,243
43,763,243
Effect of dilutive securities:
Stock options and other awards
-
-
-
-
Weighted average shares outstanding – diluted
43,803,243
43,763,243
43,803,243
43,763,243
Basic (loss) earnings per share
$
( 0.21
)
$
( 0.03
)
$
( 0.85
)
$
0.29
Diluted (loss) earnings per share
$
( 0.21
)
$
( 0.03
)
$
( 0.85
)
$
0.29
The calculation of diluted EPS in the three and nine months ended September 30, 2025 excludes the effect of incremental shares from the unvested RSUs ( 750,000 shares granted on September 3, 2024) and options to purchase the Company’s stock, as their inclusion would be anti-dilutive due to the reported net loss. For the three and nine months ended September 30, 2025, 50,000 and 46,667 options to purchase FutureFuel’s common stock were excluded, respectively. In the three and nine months ended September 30, 2024, 44,000 and 44,000 options to purchase FutureFuel's common stock, respectively, were excluded.
10 )
RELATED PARTY TRANSACTIONS
FutureFuel enters into transactions with companies affiliated with or controlled by a director and significant shareholder. Expenses, prepaid amounts, and unpaid amounts related to these transactions are captured in the accompanying consolidated financial statements as related party line items.
Related party cost of goods sold and distribution are the result of net sales and purchases of blended biodiesel with these related parties along with the associated expense from storage and terminalling services provided by these related parties.
11
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share and per gallon amounts)
(Unaudited)
11 )
SEGMENT INFORMATION
FutureFuel has two reportable segments organized along similar product groups – chemicals and biofuels. The chief operating decision maker ("CODM”) is Roeland Polet, our 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.
Chemicals
FutureFuel’s chemical segment manufactures diversified chemical products that are sold externally to third party customers. This segment is composed of two components: “custom manufacturing” (manufacturing chemicals for specific customers) and “performance chemicals” (multi-customer specialty chemicals).
Biofuels
FutureFuel’s biofuel segment primarily manufactures and markets biodiesel. Biodiesel revenues are generated through the sale of biodiesel to customers through FutureFuel’s distribution network at its Batesville Plant, through distribution facilities available at leased oil storage facilities, and through a network of remotely located tanks. Biofuel revenues also include the sale of biodiesel blends with petrodiesel; petrodiesel with no biodiesel added; internally generated, separated Renewable Identification Numbers (“RINs”); biodiesel production byproducts; and revenue and profits from Legacy Regional Transport. Biodiesel selling prices and profitability can at times fluctuate based on the timing of unsold, internally generated RINs. FutureFuel does not allocate production costs to internally generated RINs, and from time to time, can enter into sales of biodiesel on a “RINs-free” basis, resulting in FutureFuel maintaining possession of the applicable RINs from the sale. The benefit derived from the eventual sale of the RINs is not reflected in results of operations until such time as the RINs sale has been completed, which may lead to variability in reported operating results.
As of September 30, 2025 , FutureFuel held 0.4 million RINs with a fair market value of $ 361 . Comparatively, at September 30, 2024 , FutureFuel held 5.0 million RINs with a fair market value of $ 2,556 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 September 30, 2025
Nine months ended September 30, 2025
Chemical
Biofuel
Total
Chemical
Biofuel
Total
Revenue
$ 15,578 $ 7,111 $ 22,689 $ 41,562 $ 34,338 $ 75,900
Less:
Cost of goods sold
19,699 9,250 28,949 49,212 55,061 104,273
Distribution
291 280 571 825 963 1,788
Segment gross loss
$ ( 4,412 ) $ ( 2,419 ) $ ( 6,831 ) $ ( 8,475 ) $ ( 21,686 ) $ ( 30,161 )
Reconciliation of Segment gross loss to Net loss before income taxes:
Selling, general, and administrative expenses
$ 2,049 $ 7,161
Research and development expenses
855 3,179
Other income, net
( 381 ) ( 3,129 )
Net loss before income taxes
$ ( 9,354 ) $ ( 37,372 )
12
Notes to Consolidated Financial Statements of FutureFuel Corp.
(Dollars in thousands, except per share and per gallon amounts)
(Unaudited)
Three months ended September 30, 2024
Nine months ended September 30, 2024
Chemical
Biofuel
Total
Chemical
Biofuel
Total
Revenue
$ 17,928 $ 33,212 $ 51,140 $ 55,223 $ 126,607 $ 181,830
Less:
Cost of goods sold
14,357 35,831 50,188 42,549 123,158 165,707
Distribution
164 405 569 569 1,507 2,076
Segment gross profit (loss)
$ 3,407 $ ( 3,024 ) $ 383 $ 12,105 $ 1,942 $ 14,047
Reconciliation of Segment gross profit (loss) to Net (loss) income before income taxes:
Selling, general, and administrative expenses
$ 2,290 $ 6,483
Research and development expenses
981 2,803
Other income, net
( 1,690 ) ( 8,580 )
Net (loss) income before income taxes
$ ( 1,198 ) $ 13,341
Depreciation is allocated to segment cost of goods sold based on plant usage. The total assets and capital expenditures of FutureFuel have not been allocated to individual segments as large portions of these assets are shared to varying degrees by each segment, causing such an allocation to be of little value.
12 )
LEGAL MATTERS
From time to time, FutureFuel and its subsidiaries are parties to, or targets of, lawsuits, claims, investigations, regulatory matters, and proceedings, which are being handled and defended in the ordinary course of business. While FutureFuel is unable to predict the outcomes of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any such pending matters will have a material adverse effect on its overall financial condition, results of operations, or cash flows.
13 )
SUBSEQUENT EVENTS
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 and determined no such events were required to be disclosed herein.
13
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