PART I FINANCIAL INFORMATION

   

Item 1. Financial Statements.

 

FutureFuel Corp.

Consolidated Balance Sheets

(Dollars in thousands, except per share amounts)

 

 

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

 

 

 FutureFuel Corp.

Consolidated Statements of Operations and Net Loss

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

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

 

 

FutureFuel Corp.

Consolidated Statements of Stockholders’ Equity

(Dollars in thousands)

(Unaudited)

 

 

 

 

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

 

 

FutureFuel Corp.

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited) 

 

 

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

 

 

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 2025 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 2026 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. 

 

A component of Other expense, net, in the consolidated statement of operations and net loss for the three months ended March 31, 2026, includes $1,357 of incremental, non-recurring costs associated with the Winter Storm Fern freeze event, which caused a 30-day shutdown for the majority of our manufacturing plant. These expenditures primarily consisted of idle labor and emergency repairs and are abnormal to the Company's standard operations.

 

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Effective  January 1, 2026, the Company elected to change its method of accounting for certain inventory 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. Comparative financial statements for prior years have been adjusted to apply the new method retrospectively. The tables below illustrate the impacts for the prior three-month period ended  March 31, 2025, had the Company reported under the weighted average cost basis of accounting:

 

		March 31, 2025
		As Originally
Condensed Balance Sheets		Reported under LIFO				As Adjusted				Effect of Change
Inventories, net		$	26,664			$	32,412			$	5,748
Total current assets			143,377				149,125				5,748
Total Assets			227,669				233,417				5,748
Noncurrent deferred income taxes			773				720				(53	)
Total noncurrent liabilities			8,729				8,676				(53	)
Total liabilities			39,265				39,212				(53	)
Retained earnings (accumulated deficit)			(17,261	)			(11,460	)			5,801
Total stockholders' equity			188,404				194,205				5,801
Total Liabilities and Stockholders' Equity			227,669				233,417				5,748

 

 

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			Three months ended March 31, 2025
			As Originally
Condensed Statement of Operations and Net Loss		Reported under LIFO				As Adjusted				Effect of Change
Revenue		$	17,538			$	17,538			$	-
Cost of goods sold			31,560				32,185				625
Gross loss			(14,563	)			(15,188	)			(625	)
Loss from operations			(18,838	)			(19,463	)			(625	)
Loss before taxes			(17,637	)			(18,262	)			(625	)
Income tax provision (benefit)			6				(168	)			(174	)
Net loss			(17,643	)			(18,094	)			(451	)
Loss per common share
Basic		$	(0.40	)		$	(0.41	)		$	(0.01	)
Diluted		$	(0.40	)		$	(0.41	)		$	(0.01	)

 

	Three months ended March 31, 2025
	As Originally
Condensed Statements of Cash Flows	Reported under LIFO			As Adjusted			Effect of Change
Net loss	$	(17,643	)	$	(18,094	)	$	(451	)
Provision (benefit) for deferred income taxes		-			(174	)		(174	)
Inventory		(5,568	)		(4,943	)		625
Net Cash flows from Operating Activities		(5,395	)		(5,395	)		-

 

 

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		December 31, 2025
		As Originally
Condensed Balance Sheet		Reported under LIFO				As Adjusted				Effect of Change
Inventories, net		$	21,254			$	29,334			$	8,080
Total current assets			100,523				108,603				8,080
Total Assets			192,242				200,322				8,080
Noncurrent deferred income taxes			910				1,055				145
Total noncurrent liabilities			19,798				19,943				145
Total liabilities			37,534				37,679				145
Retained earnings (accumulated deficit)			(49,067	)			(41,132	)			7,935
Total stockholder's equity			154,708				162,643				7,935
Total Liabilities and Stockholder's Equity			192,242				200,322				8,080

 

 

The following tables summarize the effect of the change on the Company's results of operations for the three months ended March 31, 2026. 

 

		March 31, 2026
Condensed Balance Sheets		As Computed under Weighted Average Cost				As Computed under LIFO				Effect of Change
Inventories, net		$	31,102			$	31,414			$	312
Total current assets			84,143				84,455				312
Total Assets			178,997				179,309				312
Income tax payable			-				6				6
Total current liabilities			17,565				17,571				6
Noncurrent deferred income taxes			1,057				1,131				74
Total noncurrent liabilities			19,505				19,579				74
Total liabilities			37,070				37,150				80
Retained earnings (accumulated deficit)			(61,722	)			(61,490	)			232
Total stockholders' equity			141,927				142,159				232
Total Liabilities and Stockholders' Equity			178,997				179,309				312

 

		Three months ended March 31, 2026
Condensed Statement of Operations and Net Loss		As Computed under Weighted Average Cost				As Computed under LIFO				Effect of Change
Revenue		$	31,952			$	31,952			$	-
Cost of goods sold			47,012				46,700				(312	)
Gross loss			(15,858	)			(15,546	)			312
Loss from operations			(20,843	)			(20,531	)			312
Loss before taxes			(20,574	)			(20,262	)			312
Income tax provision (benefit)			8				88				80
Net loss			(20,582	)			(20,350	)			232
Loss per common share
Basic		$	(0.47	)		$	(0.46	)			0.01
Diluted		$	(0.47	)		$	(0.46	)			0.01

 

 

		Three months ended March 31, 2026
Condensed Statements of Cash Flows		As Computed under Weighted Average Cost				As Computed under LIFO				Effect of Change
Net loss		$	(20,582	)		$	(20,350	)		$	232
Benefit for deferred income taxes			2				76				74
Inventory			(2,037	)			(2,349	)			(312	)
Income taxes payable			-				6				6
Net Cash flows from Operating Activities			(19,996	)			(19,996	)			-

 

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Recently Adopted Accounting Standards

 

In July 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-05 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU 2025-05 permits the use of certain estimates and assumptions in developing forecasts used for determining expected credit losses on accounts receivable. This guidance was effective for us  January 1, 2026 and did not materially impact our consolidated financial statements.

  

Accounting Standards Issued, Not Yet Adopted

 

In  November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance will be effective for us on January 1, 2027. The Company is currently evaluating the impact of the changes required by the new standard on the Company's financial statements and disclosures.

 

In September 2025, the FASB issued ASU 2025-06 “Intangibles – Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” ASU 2025-06 eliminates the consideration of project development stages in determining whether a cost is eligible for capitalization. Instead, cost capitalization will be based on a “probable to complete” threshold. This guidance will be effective for us on January 1, 2028. We are evaluating the impact, if any, that the adoption of ASU 2025-06 may have on the Company's financial statements and disclosures.

 

In December 2025, the FASB issued ASU 2025-10 “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities.” ASU 2025-10 finalizes proposed ASU No. 2024-ED700 of the same name and establishes authoritative guidance for business entities on the recognition, measurement, and presentation of government grants. A government grant is defined, in part, as a transfer of a monetary asset from a government to a business entity. A government grant should not be recognized until it is probable that the business will comply with the conditions attached to the grant and that the grant will be received. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2029, and for 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. 

 

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2)	GOVERNMENT TAX CREDITS AND ASSET GRANTS

 

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. In addition, the Company utilizes the deferral method for grants related to long-lived assets, whereby the grant is recognized as deferred income and amortized to Other income and expense, net, systematically over the asset's productive life.

 

SMALL AGRI-BIODIESEL PRODUCER TAX CREDIT

 

The Small Agri-Biodiesel Producer Tax Credit expired  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 is 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 CFPC in December 2024.

 

This transferable, nonrefundable income tax credit uses a sliding scale based on the fuel's greenhouse gas 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 months ended March 31, 2026 and 2025, the Company recognized $1.2 million and $0.0 million, respectively, in CFPC.

 

ASSET GRANT

 

In conjunction with a facility expansion project in March 2011, the Company secured federal and state grants. The resulting asset, which has a 33-year life, will have its value recognized as other operating income over the same period.

 

 

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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 leases warehouse space to a third-party tenant under a short-term lease agreement with a term of twelve months. Lease revenue recognized under this agreement was $170 for both the three months ended March 31, 2026 and 2025.

 

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, 2026 and  December 31, 2025 consist of unbilled revenue from one customer and unbilled capital reimbursement from two customers 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, 2026 and 2025. 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 $345 and $30 for the three months ended March 31, 2026 and 2025, 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		March 31, 2026				December 31, 2025				December 31, 2024
Trade receivables, included in accounts receivable*		$	12,544			$	8,660			$	14,991
Contract assets, included in accounts receivable			768				745				222
Contract liabilities, included in deferred revenue - short-term			1,575				1,519				697
Contract liabilities, included in deferred revenue - long-term			11,244				11,644				3,293

 

*Exclusive of the blender's tax credit (which expired 12/31/2024) of $0, $0, and $6,683, respectively, and net of allowances for expected credit losses of $44, $28, and $29, respectively, as of the dates noted.

 

 

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Transaction price allocated to the remaining performance obligations:

 

At March 31, 2026, approximately $28,791 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 ten years. Approximately 21% of this revenue is expected to be recognized over the next 12 months, and 49% is expected to be recognized in years two and three, and 30% in years four through ten. 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 contracts with an original expected length of one year or less.

 

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 March 31,
		2026				2025
Contract revenue from customers with > one-year arrangements		$	10,389			$	1,969
Contract revenue from customers with < one-year arrangements			21,563				15,514
Revenue from non-contractual arrangements			-				55
Total revenue		$	31,952			$	17,538

 

Timing of revenue:

 

		Three Months Ended March 31,
		2026				2025
Bill-and-hold revenue		$	10,378			$	4,590
Non-bill-and-hold revenue			21,574				12,948
Total revenue		$	31,952			$	17,538

 

As of March 31, 2026 and  December 31, 2025, $5,486 and $5,106, respectively, of bill-and-hold revenue had not shipped. 

 

 

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4)

INVENTORY

 

The carrying values of inventory were as follows as of:

 

						As Adjusted (Note 1)
		March 31, 2026				December 31, 2025
At average cost (approximates current cost)
Finished goods		$	12,401			$	14,771
Work in process			666				684
Raw materials			18,035				13,879
Total inventory		$	31,102			$	29,334

 

Effective January 1, 2026, the Company changed its method of accounting for inventory from the LIFO method to the weighted average cost method. See Note 1 for additional information on the prior year effect.

 

5)	OTHER CURRENT ASSETS

 

Other current assets consisted of the following at:

 

		March 31, 2026				December 31, 2025
Supplies and parts		$	9,448			$	9,372
Clean Fuel Production Credit			3,624				2,460
Collateralization of derivative instruments, net of fair value(1)			698				2,266
Small Producers Tax Credit			549				194
Other			121				91
Total		$	14,440			$	14,383

 

(1) On regulated fixed price futures commitments as shown in Note 6.

 

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6)	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 2026 or 2025. 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 $11,629 (including settlements of $9,141) for the three months ended March 31, 2026, and a net loss of $166 (including settlements of $93) for the three months ended March 31, 2025.

 

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

 

		Asset (Liability)
		March 31, 2026								December 31, 2025
		Contract Quantity				Fair Value				Contract Quantity				Fair Value
Regulated fixed price future commitments, included in other current assets (in thousand barrels)			64			$	(2,501	)			165			$	(13	)

 

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $3,199 and $2,266 at March 31, 2026 and  December 31, 2025, 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.

 

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7)	ACCRUED EXPENSES AND OTHER LIABILITIES

 

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

 

		March 31, 2026				December 31, 2025
Accrued employee liabilities		$	1,824			$	1,386
Accrued property, franchise, motor fuel and other taxes			1,333				1,059
Other			401				338
Total		$	3,558			$	2,783

 

 

Other noncurrent liabilities consisted of the following at:

		March 31, 2026				December 31, 2025
Federal and state railroad grants		$	2,754			$	2,809
Employment tax credit			2,737				2,737
Asset retirement obligation			1,512				1,502
Total		$	7,003			$	7,048

 

8)	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, as further amended effective as of June 30, 2025 and December 22, 2025 (the “Credit Agreement”), originally entered into on April 16, 2015 with the lenders party thereto, Regions Bank as administrative agent and collateral agent, and PNC Bank, N.A., as syndication agent. The Credit Agreement consists of a five-year revolving credit facility in a dollar amount of up to $35,000, 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 consolidated 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 March 31, 2026 or December 31, 2025.

 

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9)	INCOME TAX PROVISION

 

The following table summarizes the income tax provision.  

 

		Three Months Ended March 31,
						As Adjusted (Note 1)
		2026				2025
Income tax provision (benefit)		$	8			$	(168	)
Effective tax rate			0.0	%			(0.9	)%

 

The Company’s income tax provision for the three months ended March 31, 2026, is comprised immaterial state taxes and miscellaneous items. The income tax benefit for the three months ended March 31, 2025, was comprised of immaterial state taxes and miscellaneous items.

 

10)	EARNINGS PER SHARE

 

We compute earnings per share using the treasury method as all shares with participating security holders had vested. 

 

The Company has outstanding Restricted Stock Units (“RSUs”) issued in 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. There were no other outstanding RSUs for the periods ended March 31, 2026 and 2025.

 

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

 

		Three Months Ended March 31,
						As Adjusted (Note 1)
		2026				2025
Numerator:
Net loss		$	(20,582	)		$	(18,094	)
Denominator:
Weighted average shares outstanding – basic			44,026,813				43,803,243
Effect of dilutive securities:
Stock options and other awards			-				-
Weighted average shares outstanding – diluted			44,026,813				43,803,243
Basic loss per share		$	(0.47	)		$	(0.41	)
Diluted loss per share		$	(0.47	)		$	(0.41	)

 

The calculation of diluted earnings per share in the three months ended March 31, 2026 and 2025, excludes the effect of incremental shares from the unvested RSUs and options to purchase the Company’s stock, as their inclusion would be anti-dilutive due to the reported net loss. Certain options to purchase the Company's common stock were not included in the computation of diluted earnings per share for the three months ended March 31, 2026 and 2025 because they were anti-dilutive in the period. The weighted number of options excluded was 130,000 and 40,000, respectively.

 

 

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11)	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.

 

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12)	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 the Company’s distribution network at the Batesville plant 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 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. 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, 2026, FutureFuel held 0.2 million RINs with a fair market value of $298. Comparatively, at March 31, 2025, FutureFuel held 2.3 million RINs with a fair market value of $2,077 and at December 31, 2025, 0.4 million RINs were held with a fair market value of $379. 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, 2026
		Chemical				Biofuel				Total
Revenue		$	19,632			$	12,320			$	31,952
Less:
Cost of goods sold			21,794				25,218				47,012
Distribution			357				441				798
Segment gross loss		$	(2,519	)		$	(13,339	)		$	(15,858	)
Reconciliation of Segment gross loss to Net loss before income taxes:
Selling, general, and administrative expenses										$	4,145
Research and development expenses											840
Other income, net											(269	)
Net loss before income taxes										$	(20,574	)

 

---

 

		Three Months Ended March 31, 2025 (As Adjusted (Note 1))
		Chemical				Biofuel				Total
Revenue		$	9,365			$	8,173			$	17,538
Less:
Cost of goods sold			15,140				17,047				32,187
Distribution			240				299				539
Segment gross loss		$	(6,015	)		$	(9,173	)		$	(15,188	)
Reconciliation of Segment gross loss to Net loss before income taxes:
Selling, general, and administrative expenses										$	2,884
Research and development expenses											1,391
Other income, net											(1,201	)
Net loss before income taxes										$	(18,262	)

 

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.

 

13)	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.

 

 

 

14)	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 except as follows. 

 

On May 9, 2026, the Company experienced a localized fire at its Batesville facility. In response to the event, emergency response protocols were immediately initiated, the fire was quickly extinguished, and no employees were injured. The event resulted in a temporary shutdown of biodiesel production but did not affect the Company’s chemical facilities. The Company is currently evaluating the affected portion of the facility and repairs necessary for a safe and rapid restart of production.

 

 

 

 

 

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 March 31, 2026, we held 0.2 million D4 RINs with a fair market value of $298. Comparatively, as of March 31, 2025, we held 2.3 million D4 RINs with a fair market value of $2,077. 

 

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.

 

 

 

 

 

  

Summary of Financial Results

 

Set forth below is a summary of certain consolidated financial information for the periods indicated.

 

		Three Months Ended March 31,
						As Adjusted (Note 1)				Dollar				%
		2026				2025				Change				Change
Revenue		$	31,952			$	17,538			$	14,414				82	%
Loss from operations		$	(20,843	)		$	(19,463	)		$	(1,380	)			(7	)%
Net loss		$	(20,582	)		$	(18,094	)		$	(2,488	)			(14	)%
Loss per common share:
Basic		$	(0.47	)		$	(0.41	)		$	(0.06	)			(14	)%
Diluted		$	(0.47	)		$	(0.41	)		$	(0.06	)			(14	)%
Adjusted EBITDA		$	(13,823	)		$	(16,103	)		$	2,280				14	%

  

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).

 

 

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 (loss) income, the most directly comparable GAAP performance financial measure, with adjusted EBITDA. 

 

		Three Months Ended March 31,
						As Adjusted (Note 1)
		2026				2025
Net loss		$	(20,582	)		$	(18,094	)
Depreciation			2,557				2,328
Non-cash stock-based compensation			305				226
Interest income, net			(269	)			(1,237	)
Non-cash interest expense and amortization of deferred financing costs			28				35
Gain on disposal of property and equipment			-				(31	)
Unrealized loss on derivative instruments			2,488				259
Change in allowance for credit losses			16				(1	)
Change in inventory reserve			269				(453	)
Extraordinary maintenance costs			1,357				1,033
Income tax provision (benefit)			8				(168	)
Adjusted EBITDA		$	(13,823	)		$	(16,103	)

 

The following table reconciles cash flows from operations, the most directly comparable GAAP liquidity financial measure, with adjusted EBITDA.

 

		Three Months Ended March 31,
						As Adjusted (Note 1)
		2026				2025
Net cash used in operating activities		$	(19,996	)		$	(5,395	)
Deferred income taxes, net			(2	)			174
Interest income, net			(269	)			(1,237	)
Income tax provision (benefit)			8				(168	)
Change in operating assets and liabilities, net			5,079				(10,510	)
Extraordinary maintenance costs			1,357				1,033
Adjusted EBITDA		$	(13,823	)		$	(16,103	)

 

 

Results of Operations 

 

Consolidated

 

		Three Months Ended March 31,
						As Adjusted (Note 1)				Change
		2026				2025				Amount				%
Revenues		$	31,952			$	17,538			$	14,414				82	%
Volume/product mix effect											10,800				62	%
Price effect											3,614				21	%
Gross loss			(15,858	)			(15,188	)			(670	)			(4	)%
Operating expenses			(4,985	)			(4,275	)			(710	)			(17	)%
Other income, net			269				1,201				(932	)			(78	)%
Income tax provision (benefit)			8				(168	)			176			NA
Net loss		$	(20,582	)		$	(18,094	)		$	(2,488	)			(14	)%

 

Consolidated revenue in the three months ended March 31, 2026, increased 82% or $14,414 compared to the three months ended March 31, 2025, driven by two factors

 

•

The change in volume and product mix of $10,800 was largely due to growth in the chemical segment's energy market products, 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 from the biofuels segment. The biofuel segment added $4,147 following regulatory clarity.

 

•

Both segments saw improved price variance totaling $3,614, primarily due to the energy market's performance: Chemicals (+$1,007) and Biofuels (+$2,607).

 

Gross loss in the three months ended March 31, 2026, increased $670 as compared to the same period of 2025. This variance was primarily driven by two factors:

 

•

Derivative activity within the biofuel segment. Total gains and losses on derivative instruments and changes in fair value of the derivative instruments were a net loss of $11,629 (including settlements of $9,141) for the three months ended March 31, 2026, and a net loss of $166 (including settlements of $93) for the three months ended March 31, 2025. While the $9,141 in derivative settlements contributed significantly to the gross loss this quarter, these settlement costs are expected to be offset upon the sale of the underlying physical product. This timing difference often creates a temporary disconnect between realized derivative losses and the eventual revenue recognition of the physical inventory.

 

•

Mostly offsetting these gross losses was the improvement in margins in product sold into the chemical energy market and in biodiesel with clarity obtained from the Treasury Department and the EPA on previously mentioned renewable energy regulations.

 

 

 

Operating expenses

 

Operating expenses increased $710 in the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The net increase was primarily from winter storm Fern freeze repair expenses of $1,357, partially offset by reduced compensation and research and development expenses. 

 

Other income, net

 

Other income, net decreased $932 in the three months ended March 31, 2026, as compared to the same period of 2025 primarily from the reduction of interest income. In the current three-month period interest income was $298 as compared to $1,237 in the prior period.

 

Income tax provision

 

The Company’s income tax provision for the three months ended March 31, 2026, is comprised of immaterial state taxes and miscellaneous items. The income tax benefit for the three months ended March 31, 2025, was comprised of immaterial state taxes and miscellaneous items. 

 

Chemical Segment

 

		Three Months Ended March 31,
						As Adjusted (Note 1)				Change
		2026				2025				Amount				%
Revenues		$	19,632			$	9,365			$	10,267				110	%
Volume/product mix effect											9,260				99	%
Price effect											1,007				11	%
Gross loss		$	(2,519	)		$	(6,015	)		$	3,496				58	%

 

Chemical revenue in the three months ended March 31, 2026, increased 110% or $10,267 compared to the three months ended March 31, 2025. Revenue from custom chemicals for the three months ended March 31, 2026 totaled $13,872, a net increase of $5,463 from the same period in 2025, primarily resulting from higher sales volumes of products sold in the energy market of $4,405. Performance chemicals revenue was $5,760, an increase of $4,804 from the three months ended March 31, 2025 from sales of a new energy market product brought online in the fourth quarter of 2025.

 

Gross loss for the chemical segment was $2,519 for the three months ended March 31, 2026, an improvement of $3,496 compared to the same period of 2025. The improvement was primarily driven by new product revenue sold into the energy market as noted above.  

 

  

 

Biofuel Segment

 

		Three Months Ended March 31,
						As Adjusted (Note 1)				Change
		2026				2025				Amount				%
Revenues		$	12,320			$	8,173			$	4,147				51	%
Volume/product mix effect											1,540				19	%
Price effect											2,607				32	%
Gross loss		$	(13,339	)		$	(9,173	)		$	(4,166	)			(45	)%

 

Biofuels revenue in the three months ended March 31, 2026, increased by $4,147 compared to the prior-year period. The upward trend was primarily attributed to enhanced clarity surrounding the CFPC and record-high final renewable volume obligation (“RVO”) levels. However, these gains were partially offset by lower sales volumes, which were adversely impacted by severe winter weather and geopolitical instability in the fuel markets due to the war with Iran.

     

A significant portion of our biodiesel sold was to one major customer in the three months ended March 31, 2026, as compared to no major customers in the three months ended March 31, 2025. No assurances can be given that we will continue to sell to 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 loss was $13,339 in the three months ended March 31, 2026, representing an increase of $4,166 compared to the same period in 2025. This increased loss was primarily driven by unfavorable shifts in derivative instruments activity.  During the quarter, we recognized a realized loss of $9,141 and an unrealized loss of $2,488, compared to a realized gain of $93 and an unrealized loss of $259 in the prior-year period.  While the $9,141 in derivative settlements significantly impacted the current quarter’s gross loss, 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.

 

 

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)
		March 31, 2026								December 31, 2025
		Contract Quantity				Fair Value				Contract Quantity				Fair Value
Regulated fixed price future commitments (in thousand barrels)			64			$	(2,501	)			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.

 

 

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 months ended March 31, 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 arrangements were $10,378 for the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, $5,486 and $5,106 of bill-and-hold revenue had not shipped, respectively.

 

 

Liquidity and Capital Resources

 

Our net cash from operating activities, investing activities, and financing activities for the three months ended March 31, 2026 and 2025 is set forth in the following table.

 

		Three Months Ended March 31,
		2026				2025
Net cash used in operating activities		$	(19,996	)		$	(5,395	)
Net cash used in investing activities			(6,321	)			(4,082	)
Net cash used in financing activities			(2,632	)			(2,993	)

  

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 $19,996 in the three months ended March 31, 2026, as compared to $5,395 in the same period of 2025. This increase in cash used was primarily attributable to the change in accounts receivable, including accounts receivable - related parties resulting in a cash outflow of $17,891. Also contributing to the current period's increase in cash used was the change in accrued expenses and other current liabilities of $2,842. Partially offsetting these cash outflows was the change in accounts payable, including accounts payable - related parties, resulting in a cash inflow of $4,432, and the change in inventory of $3,359.

 

Investing Activities

 

Cash used in investing activities was $6,321 in the three months ended March 31, 2026, as compared to $4,082 in the three months ended March 31, 2025. This $2,239 increase in cash used was primarily due to an increase in capital expenditure of $1,384.

 

Financing Activities

 

Cash used in financing activities was $2,632 and $2,993 in the three months ended March 31, 2026 and 2025, respectively, primarily for payments of dividends on our common stock. 

 

 

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 December 31, 2025, a declaration for cash dividends of $0.06 per share was made for the first quarter of 2026. The cash dividend in the three months ended March 31, 2026 and 2025, amounted to $2,628 and $2,632, respectively. During the three months ended March 31, 2026, a cash dividend of $0.01 per share was declared for the second 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 March 31, 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 March 31, 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.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

All dollar amounts expressed as numbers in these Market Risk Disclosures are in thousands

(except per share amounts).

 

In recent years, general economic inflation has not had a material adverse impact on our profit, as we have passed some price increases along to our customers. However, we are subject to certain market risks as described below.

 

Market risk represents the potential loss arising from adverse changes in market rates and prices. Commodity price risk is inherent in the chemicals and biofuels business both with respect to inputs (electricity, coal, raw materials, biofuel feedstock, etc.) and outputs (manufactured chemicals and biofuels).

 

We seek to mitigate our market risks associated with the manufacturing and sale of chemicals by entering into long-term sales contracts that include contractual market price adjustment protections to allow changes in market prices of key raw materials to be passed on to the customer. Such price protections are not always obtained, however, and some raw material price risk remains significant.

 

In order to manage price risk caused by market fluctuations in biofuel prices, we may enter into exchange-traded commodity futures and options contracts. We account for these derivative instruments in accordance with 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. We had no derivative instruments that qualified under these rules as designated accounting hedges in the first three months of 2026 or 2025. Changes in the fair value of our derivative instruments are recognized at the end of each accounting period and recorded in the consolidated statement of operations as a component of the cost of goods sold within the biodiesel segment.

 

Our immediate recognition of derivative instrument gains and losses can cause net income to be volatile from period to period due to the timing of the change in value of the derivative instruments relative to the volume of biofuel being sold. At March 31, 2026 and December 31, 2025, the fair value of our derivative instruments was a net liability of $2,501 and $13, respectively.

 

Our gross profit will be impacted by the prices we pay for raw materials and conversion costs (costs incurred in the production of chemicals and biofuels) for which we do not possess contractual market price adjustment protection. These items are principally composed of yellow grease, used cooking oil, and cottonseed oil. The availability and price of these items are subject to fluctuations due to unpredictable factors such as weather conditions, overall economic conditions, governmental policies, commodity markets, and global supply and demand.

 

We prepared a sensitivity analysis of our exposure to market risk with respect to key raw materials and conversion costs for which we do not possess contractual market price adjustment protections, based on average prices for the first three months of 2026. We included only those raw materials and conversion costs for which a hypothetical adverse change in price would result in a 1% or greater decrease in gross profit. Assuming that the prices of the associated finished goods could not be increased and assuming no change in quantities sold, a hypothetical adverse 10% change in the average price of the commodity listed below would result in the following change in gross profit.

 

Volume Requirements

Hypothetical Adverse

Decrease in

Percentage Decrease

Item

(in thousands) (a)

Units

Change in Price

Gross Profit

in Gross Profit

Biodiesel feedstocks

2,219

GAL

10

%

$

805

5.1

%

 

(a) Volume requirements and average price information are based upon volumes used and prices obtained for the three months ended March 31, 2026. Volume requirements may differ materially from these quantities in future periods as our business evolves.

 

We had no borrowings at March 31, 2026, or December 31, 2025, and as such, we were not exposed to interest rate risk for those periods. Due to the relative insignificance of transactions denominated in foreign currency, we consider our foreign currency risk to be immaterial.

 

 

Item 4. Controls and Procedures.

 

Management’s Evaluation of our Disclosure Controls and Procedures

 

Under the supervision and with the participation of our chief executive officer and our principal financial officer and other senior management personnel, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and our principal financial officer have concluded that these disclosure controls and procedures, at March 31, 2026, were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act are recorded, processed, summarized, and reported accurately and within the time periods specified in the SEC's rules and forms.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not a party to, nor is any of our property subject to, any material pending legal proceedings, other than ordinary routine litigation incidental to our business. However, from time to time, we may be a party to, or a target of, lawsuits, claims, investigations, and proceedings, including product liability, personal injury, asbestos, patent and intellectual property, commercial, contract, environmental, antitrust, health and safety, and employment matters, which we expect to be handled and defended in the ordinary course of business. While we are unable to predict the outcome of any matters currently pending, we do not believe that the ultimate resolution of any such pending matters will have a material adverse effect on our overall financial condition, results of operations, or cash flows. However, adverse developments could negatively impact earnings or cash flows in future periods.

 

Item 1A. Risk Factors.

 

There have been no material changes to risk factors; however, due to the uncertainty of the current economic environment, we encourage reference to the risk factors previously disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

None.

Item 5. Other Information.

 

Insider Trading Arrangements

 

There have been no adoptions or terminations of Rule 10b5-1 plan or non-Rule 10b5-1 trading arrangements by any Section 16 officer or director of the Company during the quarter ended March 31, 2026.

 

---

 

Item 6. Exhibits.

 

Exhibit	Description
3.1	Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit No. 3.3.f to Amendment No. 2 to Form 10 filed February 29, 2008)
3.2	FutureFuel Corp.'s Bylaws (incorporated by reference to Exhibit No. 3.2.a to Form 10 filed April 24, 2007)
4.1	Registrations Rights Agreement dated July 12, 2006 among FutureFuel Corp., St. Albans Global Management, Limited Partnership, LLLP, Lee E. Mikles as Trustee of the Lee E. Mikles Gift Trust dated October 6, 1999, Lee E. Mikles as Trustee of the Lee E. Mikles Revocable Trust dated March 26, 1996 Douglas D. Hommert as Trustee of the Douglas D. Hommert Revocable Trust, Edwin A. Levy, Joe C. Leach, Mark R. Miller, RAS LLC, Edwin L. Wahl, Jeffery H. Call and Ken Fenton (incorporated by reference to Exhibit No. 4.5 to Form 10 filed April, 24, 2007)
4.2	Description of common stock (incorporated by reference to Exhibit No. 4.2 to Form 10-K filed March 16, 2021).
18.1	Grant Thornton LLP Letter re Preferability of Change in Accounting Principles
31.1	Certification by the Chief Executive Officer of FutureFuel Corp. as required by Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification by the Chief Financial Officer of FutureFuel Corp. as required by Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification by the Chief Executive Officer and Chief Financial Officer of FutureFuel Corp. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Interactive Data Files**
101.INS	Inline XBRL Instance
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation
101.DEF	Inline XBRL Taxonomy Extension Definition
101.LAB	Inline XBRL Taxonomy Extension Labels
101.PRE	Inline XBRL Taxonomy Extension Presentation
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
**	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

   

 

Special Note Regarding Forward-Looking Information

 

This report, and the documents incorporated by reference into this report contain forward-looking statements. Forward-looking statements deal with our current plans, intentions, beliefs, and expectations, and statements of future economic performance. Statements containing such terms as “believe,” “do not believe,” “plan,” “expect,” “intend,” “estimate,” “anticipate,” and other phrases of similar meaning are considered to contain uncertainty and are forward-looking statements. In addition, from time to time we or our representatives have made or will make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC, or in press releases, or in oral statements made by or with the approval of one of our authorized executive officers.

 

These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, those set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in FutureFuel’s Annual Report on Form 10-K for the year ended December 31, 2025 and in our future filings made with the SEC. You should not place undue reliance on any forward-looking statements contained in this report which reflect our management’s opinions only as of their respective dates. Except as required by law, we undertake no obligation to revise or publicly release the results of any revisions to forward-looking statements. The risks and uncertainties described in this report and in subsequent filings with the SEC are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity, and financial condition could be materially affected in an adverse manner. You should consult any additional disclosures we have made or will make in our reports to the SEC on Forms 10-K, 10-Q, and 8-K, and any amendments thereto. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this report.

 

 

S I G N A T U R E S

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

FUTUREFUEL CORP.
By:	/s/ Roeland Polet
Roeland Polet, Chief Executive Officer
Date: May 11, 2026
By:	/s/ Rose M. Sparks
Rose M. Sparks, Chief Financial Officer
and Principal Financial Officer
Date: May 11, 2026