Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of FutureFuel Corp. (“FutureFuel”, “the Company”, “we”, or “our”) should be read together with our consolidated financial statements, including the notes thereto, set forth herein and in our 2025 Annual Report on Form 10-K. This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements. See “Forward-Looking Information” below for additional discussion regarding risks associated with forward-looking statements.
In the first quarter of 2026, the Company elected to change its method of accounting for certain inventories in the U.S. from last in, first out ("LIFO") to weighted average cost. The Company believes the change to weighted average cost is preferable because it provides a better matching of costs and revenues, conforms the Company's inventory to a single method of accounting and improves comparability with the Company's peers. The Company retrospectively applied this change in accounting principle to all prior periods contained herein.
Unless otherwise stated, all dollar amounts are in thousands.
The designation “NA” (Not Applicable) in the tables below appears when a percentage change is calculated between a negative and a positive number (or positive and negative), rendering the result meaningless.
Overview
Our Company is managed and reported in two reportable segments: chemicals and biofuels. Within the chemical segment are two product groupings: custom chemicals and performance chemicals. The custom product group is composed of specialty chemicals manufactured for a single customer whereas the performance product group is composed of chemicals manufactured for multiple customers. The biofuel segment is composed of one product group. Management believes that the diversity of each segment strengthens the Company in its ability to utilize resources and is committed to growing each segment.
The biodiesel segment was supported by the United States Environmental Protection Agency (“EPA”) Renewable Fuel Standard (“RFS”). We generate 1.5 Renewable Identification Numbers (“RINs”) for each gallon of biodiesel sold in the United States with a classification of a D4 or D6 RIN. RINs are used to monitor the level of renewable fuel traded in a given year in accordance with RFS within the EPA moderated transaction system. We do not assign cost of goods sold to the generation of RINs as the physical fuel generates the full cost. As of June 30, 2026, we held 0.1 million D4 RINs with a fair market value of $210. Comparatively, as of June 30, 2025, we held 0.5 million D4 RINs with a fair market value of $604.
On March 27, 2026, the EPA finalized the “Set 2” RFS volumes establishing the highest blending mandates in the program’s history targeting a 60% increase over 2025. The EPA estimates the mandate will require roughly 5.3 to 5.4 billion physical gallons of biomass diesel in 2026 and 5.7 to 5.8 billion gallons in 2027. The rule reduced the RIN equivalency factor for renewable diesel from 1.7 to 1.6 (from a revenue advantage on every gallon sold of 13% to 6%) and further to 1.5 (the same as biodiesel) by 2027 which represents a fundamental shift in the competitive and structural landscape of biodiesel. To meet the 2027 volume targets, utilization of domestic capacity is expected to be 100%. The EPA delayed the implementation of the half RIN penalty for imported fuels and feedstocks until January 1, 2028.
On February 4, 2026, the Treasury Department and the Internal Revenue Service issued proposed regulations providing expanded guidance on the clean fuel production credit (“CFPC”) integrating changes from the Budget Reconciliation Act of 2025, which made modifications to the CFPC. The proposed rule is expected to help level the competitive environment for biodiesel by: (i) reducing the tax credit for sustainable aviation fuel from $1.75 per gallon to $1.00 per gallon effective January 1, 2026, and (ii) requiring that all feedstock be sourced from North America, as required for biomass-based diesel. On June 12, 2026, the Department of Energy released the updated 45ZCF-GREET model to help biofuel producers calculate carbon intensity for the CFPC.
On June 30, 2026, the Company contracted with Freepoint Commodities to sell its 2025 CFPC and Small Agri-Biodiesel Producer Tax Credits which were $2,725 net of fees. The Company recognized a receivable for the 2025 credits. The Company also committed to sell its 2026 credits which were $6,733 as of June 30, 2026. The 2026-2029 tax credits will be monetized at each fiscal year end with an early draw provision subject to financing fees.
21
Summary of Financial Results
Set forth below is a summary of certain consolidated financial information for the periods indicated.
Three Months Ended June 30,
As Adjusted *
Dollar
%
2026
2025
Change
Change
Revenue
$
78,726
$
35,673
$
43,053
121
%
Income (loss) from operations
$
11,251
$
(15,554
)
$
26,805
NA
Net income (loss)
$
11,370
$
(14,190
)
$
25,560
NA
Income (loss) per common share:
Basic
$
0.25
$
(0.32
)
$
0.57
NA
Diluted
$
0.25
$
(0.32
)
$
0.57
NA
Adjusted EBITDA
$
11,820
$
(11,368
)
$
23,188
NA
Six Months Ended June 30,
As Adjusted *
Dollar
%
2026
2025
Change
Change
Revenue
$
110,678
$
53,211
$
57,467
108
%
Loss from operations
$
(9,592
)
$
(35,017
)
$
25,425
73
%
Net loss
$
(9,212
)
$
(32,284
)
$
23,072
71
%
Loss per common share:
Basic
$
(0.21
)
$
(0.74
)
$
0.53
72
%
Diluted
$
(0.21
)
$
(0.74
)
$
0.53
72
%
Adjusted EBITDA
$
(2,003
)
$
(27,471
)
$
25,468
93
%
* Adjusted to reflect the change in accounting methodology from LIFO to moving average for inventory valuation. See Note 1 to our consolidated financial statements for additional information.
We use adjusted EBITDA as a key operating metric to measure both performance and liquidity. Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is not a substitute for operating income, net income, or cash flow from operating activities (each as determined in accordance with GAAP) as a measure of performance or liquidity. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of results as reported under GAAP. We define adjusted EBITDA as net (loss) income before interest, income taxes, depreciation, and amortization expenses, excluding, when applicable, non-cash stock-based compensation expenses, public offering expenses, acquisition-related transaction costs, purchase accounting adjustments, losses on disposal of property and equipment, non-cash gains or losses on derivative instruments, and other non-operating income or expenses. Information relating to adjusted EBITDA is provided so that investors have the same data that we employ in assessing the overall operation and liquidity of our business. Our calculation of adjusted EBITDA may be different from similarly titled measures used by other companies; therefore, the results of our calculation are not necessarily comparable to the results of other companies.
Adjusted EBITDA allows our chief operating decision maker to assess the performance and liquidity of our business on a consolidated basis to assess the ability of our operating segments to produce operating cash flow to fund working capital needs, to fund capital expenditures, and to pay dividends. In particular, our management believes that adjusted EBITDA permits a comparative assessment of our operating performance and liquidity, relative to performance and liquidity based on GAAP results. This measure isolates the effects of certain items, including depreciation and amortization (which may vary among our operating segments without any correlation to their underlying operating performance), non-cash stock-based compensation expense (which is a non-cash expense that varies widely among similar companies), and non-cash gains and losses on derivative instruments (which can cause net income to appear volatile from period to period relative to the sale of the underlying physical product).
22
We utilize commodity derivative instruments primarily to attempt to mitigate the effect of commodity price volatility and to provide greater certainty of cash flows associated with sales of our commodities. We utilize mark-to-market accounting to account for these instruments. Thus, our results in any given period can be impacted, sometimes significantly, by changes in market prices relative to our contract price along with the timing of the valuation change in the derivative instruments relative to the sale of biofuel. We include the mark-to-market or non-cash portion of this item as an adjustment to adjusted EBITDA as we believe it provides a relevant indicator of the underlying performance of our business in a given period.
The following table reconciles net income (loss), the most directly comparable GAAP performance financial measure, with adjusted EBITDA.
Three Months Ended June 30,
Six Months Ended June 30,
As Adjusted *
As Adjusted *
2026
2025
2026
2025
Net income (loss)
$
11,370
$
(14,190
)
$
(9,212
)
$
(32,284
)
Depreciation
2,774
2,411
5,331
4,739
Non-cash stock-based compensation
224
236
529
462
Interest income, net
(179
)
(1,068
)
(448
)
(2,305
)
Non-cash interest expense and amortization of deferred financing costs
28
27
56
62
Gain on disposal of property and equipment
-
(3
)
-
(34
)
Unrealized loss on derivative instruments
(3,223
)
(540
)
(735
)
(281
)
Change in allowance for credit losses
(7
)
16
9
15
Change in inventory reserve
232
977
501
524
Extraordinary maintenance costs
541
1,088
1,898
2,121
Other income
(9
)
(505
)
(9
)
(505
)
Income tax provision
69
183
77
15
Adjusted EBITDA
$
11,820
$
(11,368
)
$
(2,003
)
$
(27,471
)
The following table reconciles cash flows from operations, the most directly comparable GAAP liquidity financial measure, with adjusted EBITDA.
Six Months Ended June 30,
As Adjusted *
2026
2025
Net cash used in operating activities
$
(1,227
)
$
(183
)
Deferred income taxes, net
(63
)
(2
)
Interest income, net
(448
)
(2,305
)
Income tax provision
77
15
Change in operating assets and liabilities, net
(2,231
)
(26,612
)
Extraordinary maintenance costs
1,898
2,121
Other income
(9
)
(505
)
Adjusted EBITDA
$
(2,003
)
$
(27,471
)
23
Results of Operations
Consolidated
Three Months Ended June 30,
Six Months Ended June 30,
As Adjusted *
Change
As Adjusted *
Change
2026
2025
Amount
%
2026
2025
Amount
%
Revenues
$
78,726
$
35,673
$
43,053
121
%
$
110,678
$
53,211
$
57,467
108
%
Volume/product mix effect
14,451
41
%
$
25,250
47
%
Price effect
28,602
80
%
$
32,217
61
%
Gross profit (loss)
15,023
(12,393
)
27,416
NA
$
(835
)
$
(27,581
)
$
26,746
97.0
%
Operating expenses
(3,772
)
(3,161
)
(611
)
(19
)%
(8,757
)
(7,436
)
(1,321
)
(18
)%
Other income, net
188
1,547
(1,359
)
(88
)%
457
2,748
(2,291
)
(83
)%
Income tax provision
69
183
(114
)
(62
)%
77
15
62
413
%
Net income (loss)
$
11,370
$
(14,190
)
$
25,560
NA
$
(9,212
)
$
(32,284
)
$
23,072
71.5
%
Consolidated revenue in the three months ended June 30, 2026 , increased 121% or $43,053 compared to the three months ended June 30, 2025, primarily driven by two factors:
•
The change in volume and product mix of $14,451 was largely due to growth in the chemical segment's energy market products adding $8,167, specifically supported by a new plant within our facility that became operational in the fourth quarter of 2025 and additional regulatory clarity, supporting an additional contribution of $6,284 from the biofuels segment.
•
Both segments saw improved price variance totaling $28,602, p rimarily due to the energy market's performance given certain geopolitical events with the backdrop of regulatory clarity in biofuels (+$27,539) and chemicals (+$1,063).
Consolidated revenue in the six months ended June 30, 2026, increased 108% or $57,467 compared to the six months ended June 30, 2025. The change in volume and product mix of $25,250 was largely due to growth in the chemical segment's energy market products adding $17,427 as noted above. The biofuel segment added $7,823 from energy market performance and regulatory clarity.
Gross profit (loss) in the three and six months ended June 30, 2026 , improved $27,416 and $26,746, respectively, as compared to the same periods of 2025 . This variance was primarily driven by growth in the chemical segment, energy regulatory clarity in the biofuel segment, and energy market performance in both segments.
24
Operating e xpenses
Operating expenses increased $611 in the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The net increase was primarily from additional expenditures related to Winter Storm Fern of $260 and $281 for expenses incurred from a fire which was safely and quickly contained. Operating expenses increased $1,321 in the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The net increase was primarily from extraordinary maintenance and repair expenses of $1,898, partially offset by reduced compensation and research and development expenses.
Other income, net
Other income, net decreased $1,359 in the three months ended June 30, 2026, as compared to the same period of 2025, primarily from the reduction in interest income. In the current three-month period interest income was $209 as compared to $1,068 in the prior period. Other income, net decreased $2,291 in the six months ended June 30, 2026, as compared to the same period of 2025 primarily from the reduction in interest income. In the current six-month period interest income was $507 as compared to $2,305 in the prior period.
Income tax provision
The Company’s income tax provision for the three and six months ended June 30, 2026 and 2025, was comprised primarily of an increase in the valuation allowance against net deferred assets, plus immaterial state taxes and miscellaneous items.
Chemical Segment
Three Months Ended June 30,
Six Months Ended June 30,
As Adjusted *
Change
As Adjusted *
Change
2026
2025
Amount
%
2026
2025
Amount
%
Revenues
$
25,849
$
16,619
$
9,230
56
%
$
45,481
$
25,984
$
19,497
75
%
Volume/product mix effect
8,167
49
%
$
17,427
67
%
Price effect
1,063
6
%
$
2,070
8
%
Gross profit (loss)
$
4,937
$
1,114
$
3,823
343
%
$
2,418
$
(4,901
)
$
7,319
NA
Chemical revenue in the three months ended June 30, 2026, increased 56% or $9,230 compared to the three months ended June 30, 2025. Revenue from custom chemicals for the three months ended June 30, 2026 totaled $18,519, a net increase of $4,269 from the same period in 2025, primarily resulting from higher sales volumes of products sold in the energy market of $4,103. Performance chemicals revenue was $7,330, an increase of $4,961 from the three months ended June 30, 2025 from sales of a new energy market product brought online in the fourth quarter of 2025.
Chemical revenue in the six months ended June 30, 2026, increased 75% or $ 19,497 compared to the six months ended June 30, 2025. Revenue from custom chemicals for the six months ended June 30, 2026 totaled $32,391, a net increase of $9,732 from the same period in 2025, primarily resulting from higher sales volumes of products sold in the energy market of $8,508. Performance chemicals revenue was $13,090, an increase of $9,765 from the six months ended June 30, 2025 from sales of the new energy market product brought online in the fourth quarter of 2025.
Gross profit for the chemical segment was $4,937 and $2,418 for the three and six months ended June 30, 2026, respectively, an improvement of $3,823 and $7,319, respectively, compared to the same periods of 2025. The improvement was primarily driven by increased sales volumes in the energy market including the new product revenue brought online in the fourth quarter of 2025.
25
Biofuel Segment
Three Months Ended June 30,
Six Months Ended June 30,
As Adjusted *
Change
As Adjusted *
Change
2026
2025
Amount
%
2026
2025
Amount
%
Revenues
$
52,877
$
19,054
$
33,823
178
%
$
65,197
$
27,227
$
37,970
139
%
Volume/product mix effect
6,284
33
%
$
7,823
29
%
Price effect
27,539
145
%
$
30,147
111
%
Gross profit (loss)
$
10,087
$
(13,507
)
$
23,594
NA
$
(3,252
)
$
(22,680
)
$
19,428
85.7
%
Biofuels revenue in the three and six months ended June 30, 2026 , increased $ 33,823 and $37,970 , respectively, compared to the prior-year periods. The upward trend was primarily attributed to enhanced clarity surrounding the CFPC and record-high final renewable volume obligation (“RVO”) levels, and to a lesser degree, increased equipment utilization following an extended turnaround in the prior year, six-month period.
A significant portion of our biodiesel sold was to two major customers in both the three and six months ended June 30, 2026 , as compared to three and two major customers in the three and six months ended June 30, 2025 , respectively. No assurances can be given that we will continue to sell to any such major refiner, or, if we do sell, the volume we will sell or the profit margin we will realize. We do not believe that the loss of these customers would have a material adverse effect on our biofuels segment or on us as a whole because: (i) we believe that we could readily sell our biodiesel to other customers on equivalent terms as potential demand from other customers for biodiesel exceeds our production capacity; (ii) our sales to these customers are not under fixed terms and the customers have no fixed obligation to purchase any minimum quantities except as stipulated by short-term purchase orders; and (iii) the prices we receive from these customers are based upon then-market rates, as would be the case with sales of this commodity to other customers.
Biofuel gross profit increased $23,594 and $19,428 in the three and six months ended June 30, 2026 , respectively, compared to the same periods in 2025 . These increases were primarily due to regulatory clarity which improved the segment on both volume and margin inclusive of clarified guidelines on the CFPC. During the quarter, this increase was also partially driven by favorable shifts in derivative instruments activity. In the three months ended June 30, 2026, we recognized a realized loss of $1,383 and an unrealized gain of $3,223 compared to a realized gain of $77 and an unrealized gain of $540 in the prior-year period. While the $1,383 in derivative settlements impacted the current period’s gross profit, these costs are generally intended to be recovered once the underlying physical product is sold. This timing difference often creates a temporary disconnect between realized derivative losses and the eventual revenue recognition of the physical inventory. During the six-month period ended June 30, 2026, gross profit increases were partially offset by unfavorable shifts in derivative activity. In the six months ended June 30, 2026, we recognized a realized loss of $10,523 and an unrealized gain of $735, compared to a realized gain of $170 and an unrealized gain of $281 in the prior year period.
26
For our derivative activity, we recognize all derivative instruments as either assets or liabilities at fair value in our consolidated balance sheets. The realized and unrealized derivative gains and losses are recorded as cost of goods sold. Our derivative instruments do not qualify for hedge accounting under the specific guidelines of ASC Topic 815, Derivatives and Hedging (“ASC 815”). None of the derivative instruments are designated and accounted for as hedges.
The volumes and carrying values of our derivative instruments included in other current assets were as follows:
Asset (Liability)
June 30, 2026
December 31, 2025
Contract Quantity
Fair Value
Contract Quantity
Fair Value
Regulated fixed price future commitments (in thousand barrels)
124
$
721
165
$
(13
)
All derivative instruments are entered into with the standard contract terms and conditions in accordance with major trading authorities of the New York Mercantile Exchange.
27
Critical Accounting Estimates
Revenue Recognition
The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers. Certain long-term contracts had upfront non-cancellable payments considered material rights. The Company applied the renewal option approach in allocating the transaction price to the material rights. For each of these contracts, the Company estimated the expected contractual volumes to be sold at the most likely expected sales price as a basis for allocating the transaction price to the material right. Estimated amortization is updated quarterly on a prospective basis. These custom chemical contracts have payment terms of 30 days. See Note 3 to our consolidated financial statements for additional information.
For most product sales, revenue is recognized when product is shipped from our facilities and risk of loss and title have passed to the customer, which is in accordance with our customer contracts and the stated shipping terms. Nearly all custom manufactured products are manufactured under written master service agreements. Performance chemicals and biodiesel are generally sold pursuant to the terms of written purchase orders. In general, customers do not have any rights of return, except for quality disputes. All of our products are tested for quality before shipment, and historically returns have been inconsequential and we typically do not offer rebates.
Biodiesel selling prices can at times fluctuate based on the timing of unsold, internally generated RINs. From time to time, sales of biodiesel are on a “RINs-free” basis. Such method of selling results in applicable RINs being held. The value of the RINs is not reflected in revenue until such time as the RIN sale has been completed.
Revenue from bill-and-hold transactions in which a performance obligation exists is recognized when the total performance obligation has been met and control of the product has transferred. Bill-and-hold transactions for the three and six months ended June 30, 2026 and 2025 were related to custom chemicals customers whereby revenue was recognized in accordance with contractual agreements based upon product being produced and ready for use by the customer. These sales were subject to written monthly purchase orders. The product was custom manufactured and stored at the customer’s request and could not be sold to another buyer. Credit and payment terms for bill-and-hold customers are similar to other custom chemicals customers. Revenues under bill-and-hold arrangement s were $13,027 and $23,405 for t he three and six months ended June 30, 2026. As of June 30, 2026 and December 31, 2025, $4,357 and $5,106 of bill-and-hold revenue had not shipped, respectively.
28
Liquidity and Capital Resources
Our net cash from operating activities, investing activities, and financing activities for the six months ended June 30, 2026 and 2025 is set forth in the following table.
Six Months Ended June 30,
2026
2025
Net cash used in operating activities
$
(1,227
)
$
(183
)
Net cash used in investing activities
(12,652
)
(8,585
)
Net cash used in financing activities
(3,071
)
(5,621
)
We believe that existing cash balances and cash flow to be generated from operating activities and borrowing capacity under the amended and restated credit agreement will be sufficient to fund operations, product development, cash dividends, and capital requirements for the foreseeable future.
Operating Activities
Cash used in operating activities was $1,227 in the six months ended June 30, 2026, as compared to $183 in the same period of 2025. This increase in cash used was primarily attributable to the change in inventory of $26,609 and the change in accounts receivable, including accounts receivable - related parties resulting in a cash outflow of $21,643. Also contributing to the current period's increase in cash used was the change in deferred revenue of $3,666, the change in accrued expenses and other current liabilities of $2,429, and the change in other assets of $1,698. Partially offsetting these cash outflows was the change in net income of $23,072, the change in accounts payable, including accounts payable - related parties, resulting in a cash inflow of $16,564, and the change in other noncurrent liabilities of $14,970.
Investing Activities
Cash used in investing activities was $12,652 in the six months ended June 30, 2026, as compared to $8,585 in the six months ended June 30, 2025. This $4,067 increase in cash used was primarily due to an increase in capital expenditure of $3,900.
Financing Activities
Cash used in financing activities was $3,071 and $5,621 in the six months ended June 30, 2026 and 2025, respectively, primarily for payments of dividends on our common stock.
29
Credit Facility
We have a credit agreement, as amended and restated on February 21, 2025, and further amended effective as of June 20, 2025, and December 22, 2025, with a syndicated group of commercial banks for $35,000. The loan is a revolving facility, the proceeds of which may be used for our working capital, capital expenditures, and general corporate purposes. The facility terminates on February 21, 2030. See Note 8 to our consolidated financial statements for additional information regarding our credit agreement.
We intend to fund future capital requirements for our businesses from cash flow as well as from existing cash, cash investments, and, if the need should arise, borrowings under our credit facility. We do not believe there will be a need to issue any securities to fund such capital requirements.
Dividends
Regular cash dividends of $0.06 per share were paid on our common stock in each quarter of 2025. The declaration of these regular quarterly cash dividends was made in the three months ended December 31, 2024. During the three months ended March 31, 2026, a declaration for cash dividends of $0.01 per share was made for the second quarter of 2026. The cash dividends in the three months ended June 30, 2026 and 2025, amounted to $439 and $2,628, respectively. During the three months ended June 30, 2026, a cash dividend of $0.01 per share was declared for the third quarter of 2026.
Capital Management
As a result of our initial equity offering, our subsequent positive operating results, the exercise of warrants, and the issuance of shares in our at-the-market offering, we accumulated excess working capital. Some of this excess working capital has been paid out as special and regular cash dividends. Third parties have not placed significant restrictions on our working capital management decisions.
A significant portion of these funds were held in cash or cash equivalents at multiple financial institutions such as depositary accounts, money market accounts, and other similar accounts at selected financial institutions.
Off- Balance Sheet Arrangements
We engage in two types of transactions to mitigate the impacts of changes in prices for both commodity sales and purchases. First, for our biofuel sales, we enter into the purchase and sale of futures contracts and options on futures contracts of energy commodities. This activity was captured in our consolidated balance sheets at June 30, 2026, and December 31, 2025 as derivative instruments recorded in accordance with ASC 815. Second, for our biofuel feedstocks, we execute purchase contracts and supply agreements with certain vendors that meet the normal purchase and normal sales exception of ASC 815. These transactions are recognized in earnings and were not recorded in our consolidated balance sheets at June 30, 2026, or December 31, 2025 to the extent that we are able to apply the normal purchase and normal sales exception of ASC 815. The purchase of biofuels feedstock generally involves two risk components: basis and price. Basis covers any refining or processing required as well as transportation. Price covers the purchases of the actual agricultural commodity. Both basis and price fluctuate over time. A supply agreement with a vendor constitutes a hedge when we have committed to a certain volume of feedstock in a future period and have fixed the basis for that volume.
30
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.