8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 9, 2023

FUTUREFUEL CORP.
(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-52577	20-3340900
(Commission File Number)	(IRS Employer Identification No.)

8235 Forsyth Blvd., Suite 400

St. Louis, Missouri 63105
(Address of Principal Executive Offices)

(314) 854-8352
(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FF	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 – Other Events

On May 9, 2023, FutureFuel Corp. (NYSE: FF) issued a press release announcing its financial and operating results for the first quarter ended March 31, 2023.

A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 – Financial Statements and Exhibits

A copy of the press release is included as Exhibit 99.1.

104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized.

FUTUREFUEL CORP.

By:      /s/ Rose M. Sparks                
      Rose M. Sparks, Chief Financial Officer     

Date: May 9, 2023

EX-99.1

Exhibit 99.1

May 9, 2023

COMPANY CONTACT 

FutureFuel Corp.

Tom McKinlay

(314) 854-8352

www.futurefuelcorporation.com

FutureFuel Releases First Quarter 2023 Results

Reports Net Income of $21.1 Million or $0.48 per Diluted Share, and Adjusted EBITDA of $12.5 Million

CLAYTON, Mo. (May 9, 2023) – FutureFuel Corp. (NYSE: FF) (“FutureFuel”), a manufacturer of custom and performance chemicals and biofuels, today announced financial results for the first quarter ended March 31, 2023.

First Quarter 2023 Financial Highlights (all comparisons are with the first quarter of 2022)

● Revenues were $74.2 million, up 76% from $42.3 million.

● Net income increased to $21.1 million, or $0.48 per diluted share, from a loss of $12.4 million, or $0.28 per diluted share.

● Adjusted EBITDA* was $12.5 million, up 496% from $2.1 million.

[*A non-GAAP financial measure.  See "Non-GAAP Financial Measures" for a description of the measure.]

“It is pleasing to report such positive results for the first quarter of this year.

Our Biodiesel segment had a strong start to the year, with our plant operating at full capacity and capturing good margins. This year we are reporting a gain of $8.3 million on derivative instruments as oil prices have fallen since the beginning of the year and this will protect our margin on future sales. This is in sharp contrast with the same quarter last year when oil prices rose steeply in response to the Ukrainian conflict and we reported a loss of $9.1 million on derivative instruments, which we then recovered when we sold the physical biodiesel later in the year.

In our Chemical segment, we also increased revenue and contribution compared to the same quarter last year. This came from continued growth of higher value products in our production mix and also new custom manufacturing business as we bring new customers and products to our operation.” said Tom McKinlay, Chief Executive Officer for FutureFuel Corp.

1

2023 Cash Dividends

In the first three months of 2023, FutureFuel paid a regular quarterly cash dividend in the amount of $0.06 per share on our common stock. The remaining quarterly dividends of $0.06 per share will be paid in June, September, and December.

Financial Overview and Key Operating Metrics

Financial and operating metrics, which include non-GAAP financial measures (see "Non-GAAP Financial Measures" for additional information), include dollars in thousands, except per share amounts:

FutureFuel Corp.

Certain Financial and Operating Metrics

(Unaudited)

	Three months ended March 31:
						Dollar		%
	2023		2022			Change		Change
Revenues	$	74,181	$	42,261		$	31,920		76	%
Income (loss) from operations	$	18,251	$	(9,607	)	$	27,858		na
Net income (loss)	$	21,081	$	(12,398	)	$	33,479		na
Earnings (loss) per common share:
Basic	$	0.48	$	(0.28	)	$	0.76		na
Diluted	$	0.48	$	(0.28	)	$	0.76		na
Adjusted EBITDA	$	12,495	$	2,098		$	10,397		496	%

Financial and Business Summary

Consolidated sales revenue in the three months ended March 31, 2023 increased 76% or $31,920 compared to the three months ended March 31,2022. This increase resulted from increased sales volume and price in the biofuels segment and to a lesser extent, increased sales volume in the chemical segment which was partially offset by reduced sales prices in the chemical segment from product mix.

Income from operations improved $27,858 primarily from i) the change in the activity in derivative instruments with a gain of $8,307 in the three months ended March 31, 2023 and a loss of $9,129 in the same period of the prior year (these include realized gains and losses and a mark to market assessment against inventories yet to be sold - see note 5 of our consolidated financial statements). Affordable feedstocks were acquired and converted to biodiesel which will be sold mostly in the three months ended June 30 and September 30, 2023; and ii) the change in the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting.  This adjustment increased gross profit $3,783 in the three months ended March 31, 2023 as compared to $481 in the prior year quarter.

Net income was $21,081 or $0.48 per diluted share for first quarter 2023 as compared to a loss of $12,398 or $0.28 per diluted share for first quarter 2022 for the same reasons described above.

Capital Expenditures

Capital expenditures were $2,459 in the first three months of 2023, compared with $977 in the same period in 2022.

Cash and Cash Equivalents and Marketable Securities

Cash and cash equivalents and marketable securities totaled $182,739 as of March 31, 2023, compared with $163,735 as of March 31, 2022.

About FutureFuel

FutureFuel is a leading manufacturer of diversified chemical products and biofuels. FutureFuel’s chemicals segment manufactures specialty chemicals for specific customers (“custom chemicals”) as well as multi-customer specialty chemicals (“performance chemicals”). FutureFuel’s custom manufacturing product portfolio includes proprietary agrochemicals, adhesion promoters, a biocide intermediate, and an antioxidant precursor. FutureFuel’s performance chemicals products include a portfolio of proprietary nylon and polyester polymer modifiers and several small-volume specialty chemicals and solvents for diverse applications. FutureFuel’s biofuels segment primarily produces and sells biodiesel to its customers. Please visit www.futurefuelcorporation.com for more information.

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Forward-Looking Statements

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements deal with FutureFuel’s 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 FutureFuel or its 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 the company makes with United States Securities and Exchange Commission (the “SEC”), in press releases, or in oral statements made by or with the approval of one of FutureFuel’s 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 Form 10-K Annual Report for the year ended December 31, 2022 and in its future filings made with the SEC. An investor should not place undue reliance on any forward-looking statements contained in this document, which reflect FutureFuel management’s opinions only as of their respective dates. Except as required by law, the company undertakes no obligation to revise or publicly release the results of any revisions to forward-looking statements. The risks and uncertainties described in this document and in current and future filings with the SEC are not the only ones faced by FutureFuel. New factors emerge from time to time, and it is not possible for the company to predict which will arise. There may be additional risks not presently known to the company or that the company currently believes are immaterial to its business. In addition, FutureFuel cannot assess the impact of each factor on its 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, FutureFuel’s business, operating results, liquidity, and financial condition could be materially affected in an adverse manner. An investor should consult any additional disclosures FutureFuel has made or will make in its 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 FutureFuel or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this document.

Non-GAAP Financial Measures

In this press release, FutureFuel used 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. FutureFuel defines adjusted EBITDA as net income before interest, income taxes, depreciation, and amortization expenses, excluding, when applicable, non-cash share-based compensation expense, public offering expenses, acquisition-related transaction costs, purchase accounting adjustments, loss on disposal of property and equipment, gains or losses on derivative instruments, other non-operating income or expense. Information relating to adjusted EBITDA is provided so that investors have the same data that management employs in assessing the overall operation and liquidity of FutureFuel’s business. FutureFuel’s calculation of adjusted EBITDA may be different from similarly titled measures used by other companies; therefore, the results of its calculation are not necessarily comparable to the results of other companies.

Adjusted EBITDA allows FutureFuel’s chief operating decision makers to assess the performance and liquidity of FutureFuel’s business on a consolidated basis to assess the ability of its operating segments to produce operating cash flow to fund working capital needs, to fund capital expenditures, and to pay dividends. In particular, FutureFuel management believes that adjusted EBITDA permits a comparative assessment of FutureFuel’s operating performance and liquidity, relative to a performance and liquidity based on GAAP results, while isolating the effects of depreciation and amortization, which may vary among its operating segments without any correlation to their underlying operating performance, and of non-cash stock-based compensation expense, which is a non-cash expense that varies widely among similar companies, and gains and losses on derivative instruments, whose immediate recognition can cause net income to be volatile from quarter to quarter due to the timing of the valuation change in the derivative instruments relative to the sale of biofuel.

A table included in this earnings release reconciles adjusted EBITDA with net income, the most directly comparable GAAP performance financial measure, and a table reconciles adjusted EBITDA with cash flows from operations, the most directly comparable GAAP liquidity financial measure.

3

FutureFuel Corp.

Condensed Consolidated Balance Sheets

(Dollars in thousands)

	(Unaudited)
	March 31, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	145,058	$	175,640
Accounts receivable, inclusive of the blenders' tax credit of $7,037 and $8,970 and net of allowances for bad debt of $74 and $48, respectively		25,927		26,204
Inventory		69,234		26,761
Marketable securities		37,681		37,126
Other current assets		13,598		8,045
Total current assets		291,498		273,776
Property, plant and equipment, net		76,899		76,941
Other assets		4,881		5,252
Total noncurrent assets		81,780		82,193
Total Assets	$	373,278	$	355,969
Liabilities and Stockholders’ Equity
Accounts payable, inclusive of the blenders' tax credit rebates due customers of $890 and $890, respectively	$	36,833	$	36,345
Dividends payable		7,877		10,503
Other current liabilities		8,871		9,250
Total current liabilities		53,581		56,098
Deferred revenue – long-term		13,913		15,079
Other noncurrent liabilities		1,686		1,792
Total noncurrent liabilities		15,599		16,871
Total liabilities		69,180		72,969
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding		-		-
Common stock, $0.0001 par value, 75,000,000 shares authorized, 43,763,243 and 43,763,243 issued and outstanding as of March 31, 2023 and December 31, 2022		4		4
Accumulated other comprehensive income (loss)		16		(1	)
Additional paid in capital		282,489		282,489
Retained earnings		21,589		508
Total Stockholders’ Equity		304,098		283,000
Total Liabilities and Stockholders’ Equity	$	373,278	$	355,969

4

FutureFuel Corp.

Condensed Consolidated Statements of Income and Comprehensive Income

(Dollars in thousands, except per share amounts)

(Unaudited)

	Three months ended March 31:
	2023			2022
Revenue	$	74,181		$	42,261
Cost of goods sold and distribution		52,558			49,416
Gross profit (loss)		21,623			(7,155	)
Selling, general, and administrative expenses		2,300			1,773
Research and development expenses		1,072			679
		3,372			2,452
Income (loss) from operations		18,251			(9,607	)
Interest and dividend income		2,336			664
Gain (loss) on marketable securities		533			(4,127	)
Other expense		(32	)		(32	)
Other income (expense)		2,837			(3,495	)
Income (loss) before income taxes		21,088			(13,102	)
Income tax provision (benefit)		7			(704	)
Net income (loss)	$	21,081		$	(12,398	)
Earnings (loss) per common share
Basic	$	0.48		$	(0.28	)
Diluted	$	0.48		$	(0.28	)
Weighted average shares outstanding
Basic		43,763,243			43,763,243
Diluted		43,766,536			43,766,243
Comprehensive income (loss)
Net income (loss)	$	21,081		$	(12,398	)
Other comprehensive income (loss) from unrealized net gains (losses) on available-for-sale securities		22			(62	)
Income tax effect		(5	)		13
Total unrealized gain (loss), net of tax		17			(49	)
Comprehensive income (loss)	$	21,098		$	(12,477	)

5

FutureFuel Corp.

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

	Three Months Ended March 31,
	2023			2022
Cash flows from operating activities
Net income	$	21,081		$	(12,398	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		2,551			2,570
Amortization of deferred financing costs		24			24
Benefit for deferred income taxes		(5	)		(719	)
Change in fair value of equity securities		(533	)		4,100
Change in fair value of derivative instruments		(4,902	)		(1,536	)
Loss on the sale of investments		-			27
Loss on disposal of property and equipment		-			6
Noncash interest expense		8			8
Changes in operating assets and liabilities:
Accounts receivable		277			11,268
Accounts receivable – related parties		-			58
Inventory		(42,473	)		(10,700	)
Income tax receivable		23			15
Prepaid expenses		525			631
Prepaid expenses – related party		-			(8	)
Other assets		(5,165	)		38
Accounts payable		413			(730	)
Accounts payable – related parties		25			57
Accrued expenses and other current liabilities		(270	)		(917	)
Accrued expenses and other current liabilities – related parties		(1	)		(1	)
Deferred revenue		(1,274	)		(2,269	)
Other noncurrent liabilities		(114	)		(100	)
Net cash used in operating activities		(29,810	)		(10,576	)
Cash flows from investing activities
Collateralization of derivative instruments		4,327			(2,664	)
Proceeds from the sale of marketable securities		-			250
Proceeds from the sale of property and equipment		-			56
Capital expenditures		(2,459	)		(977	)
Net cash provided by (used in) investing activities		1,868			(3,335	)
Cash flows from financing activities
Payment of dividends		(2,626	)		(2,626	)
Deferred financing costs		(14	)		-
Net cash used in financing activities		(2,640	)		(2,626	)
Net change in cash and cash equivalents		(30,582	)		(16,357	)
Cash and cash equivalents at beginning of period		175,640			137,521
Cash and cash equivalents at end of period	$	145,058		$	120,984
Noncash capital expenditures	$	258		$	174
Cash dividends declared, not paid	$	7,877		$	7,877

6

FutureFuel Corp.

Reconciliation of Non-GAAP Financial Measure to Financial Measure

(Dollars in thousands)

(Unaudited)

Reconciliation of Adjusted EBITDA to Net Income

	Three months ended March 31:
	2023			2022
Net income (loss)	$	21,081		$	(12,398	)
Depreciation		2,551			2,570
Interest and dividend income		(2,336	)		(664	)
Non-cash interest expense and amortization of deferred financing costs		32			32
Loss on disposal of property and equipment		-			6
(Gain) loss on derivative instruments		(8,307	)		9,129
(Gain) loss on marketable securities		(533	)		4,127
Income tax provision (benefit)		7			(704	)
Adjusted EBITDA	$	12,495		$	2,098

Reconciliation of Adjusted EBITDA to Net Cash Provided by Operating Activities

	Three months ended March 31:
	2023			2022
Net cash provided by operating activities	$	(29,810	)	$	(10,576	)
Benefit for deferred income taxes		5			719
Interest and dividend income		(2,336	)		(664	)
Income tax provision (benefit)		7			(704	)
(Gain) loss on derivative instruments		(8,307	)		9,129
Change in fair value of derivative instruments		4,902			1,536
Changes in operating assets and liabilities, net		48,034			2,658
Adjusted EBITDA	$	12,495		$	2,098

7

FutureFuel Corp.

Condensed Consolidated Segment Income

(Dollars in thousands)

(Unaudited)

	Three months ended March 31:
	2023		2022
Revenue
Custom chemicals	$	16,620	$	15,715
Performance chemicals		5,261		5,846
Chemicals revenue	$	21,881	$	21,561
Biofuels revenue		52,300		20,700
Total Revenue	$	74,181	$	42,261
Segment gross profit
Chemicals	$	8,623	$	5,418
Biofuels		13,000		(12,573	)
Total gross profit	$	21,623	$	(7,155	)

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.

# # #

8

XML

Document And Entity Information	Mar. 31, 2023
Document Information [Line Items]
Entity, Registrant Name	FUTUREFUEL CORP.
Document, Type	8-K
Document, Period End Date	May 09, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	0-52577
Entity, Tax Identification Number	20-3340900
Entity, Address, Address Line One	8235 Forsyth Blvd., Suite 400
Entity, Address, City or Town	St. Louis
Entity, Address, State or Province	MO
Entity, Address, Postal Zip Code	63105
City Area Code	314
Local Phone Number	854-8352
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FF
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
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Entity, Central Index Key	0001337298