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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 (Mark One)

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended March 31, 2021

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from __________ to ___________
 Commission file number: 0-52577

 

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware  

 

20-3340900

(State or Other Jurisdiction of 

 

(IRS Employer Identification No.)

Incorporation or Organization) 

 

 

   
8235 Forsyth Blvd., Suite 400, St Louis, Missouri   63105
(Address of Principal Executive Offices) (Zip Code)
   
 (314) 854-8352  
 (Registrant’s Telephone Number, Including Area Code) 

                                             

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 

 

Large accelerated filer   ☐  

 

Accelerated filer 

 

Non-accelerated filer     ☐  

 

Smaller reporting company

 

 

 

 

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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☑

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of May 7, 2021: 43,743,243  

 

 

 

 

 

PART I FINANCIAL INFORMATION

   

Item 1. Financial Statements.

 

FutureFuel Corp.

Consolidated Balance Sheets

(Dollars in thousands)

 

  

(Unaudited)

     
  

March 31, 2021

  

December 31, 2020

 

Assets

        

Cash and cash equivalents

 $193,979  $198,122 

Accounts receivable, inclusive of the blenders' tax credit of $11,276 and $8,300 at March 31, 2021 and December 31, 2020, respectively, and net of allowances for bad debt of $112 and $63 at March 31, 2021 and December 31, 2020, respectively

  27,902   21,387 

Accounts receivable – related parties

  51   1,426 

Inventory

  45,278   33,889 

Income tax receivable

  16,894   17,668 

Prepaid expenses

  3,216   3,967 

Prepaid expenses – related parties

  12   - 

Marketable securities

  50,173   64,404 

Other current assets

  2,588   1,742 

Total current assets

  340,093   342,605 

Property, plant and equipment, net

  89,200   91,544 

Intangible assets

  1,408   1,408 

Other noncurrent assets

  5,721   5,747 

Total noncurrent assets

  96,329   98,699 

Total Assets

 $436,422  $441,304 

Liabilities and Stockholders’ Equity

        

Accounts payable, inclusive of the blenders' tax credit rebates due customers of $890 and $1,116

 $16,841  $12,453 

Accounts payable – related parties

  8,798   984 

Deferred revenue – short-term

  4,946   3,976 

Dividends payable

  7,874   10,498 

Accrued expenses and other current liabilities

  4,568   5,077 

Total current liabilities

  43,027   32,988 

Deferred revenue – long-term

  20,322   21,861 

Noncurrent deferred income tax liability

  7,914   12,332 

Other noncurrent liabilities

  2,109   2,240 

Total noncurrent liabilities

  30,345   36,433 

Total liabilities

  73,372   69,421 

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, 43,743,243, issued and outstanding at March 31, 2021 and December 31, 2020

  4   4 

Accumulated other comprehensive (loss) income

  148   208 

Additional paid in capital

  282,215   282,215 

Retained earnings

  80,683   89,456 

Total stockholders’ equity

  363,050   371,883 

Total Liabilities and Stockholders’ Equity

 $436,422  $441,304 

 

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

 

1

 

 

 FutureFuel Corp.

Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per share amounts)

(Unaudited)

 

  

Three Months Ended March 31,

 
  2021  

2020

 

Revenue

 $41,158  $52,372 

Revenue – related parties

  358   710 

Cost of goods sold

  41,378   32,781 

Cost of goods sold – related parties

  9,210   2,215 

Distribution

  1,609   1,640 

Distribution – related parties

  55   47 

Gross (loss) profit

  (10,736)  16,399 

Selling, general, and administrative expenses

        

Compensation expense

  528   855 

Other expense

  853   582 

Related party expense

  167   148 

Research and development expenses

  774   835 

Total operating expenses

  2,322   2,420 

(Loss) income from operations

  (13,058)  13,979 

Interest and dividend income

  1,005   1,967 

Interest expense

  (32)  (56)

Loss on marketable securities

  (1,075)  (10,059)

Other (expense) income

  (102)  (8,148)

(Loss)  income before taxes

  (13,160)  5,831 

Income tax benefit

  (4,387)  (13,212)

Net (loss) income

 $(8,773) $19,043 
         

(Loss) earnings per common share

        

Basic

 $(0.20) $0.44 

Diluted

 $(0.20) $0.44 

Weighted average shares outstanding

        

Basic

  43,743,243   43,743,243 

Diluted

  43,743,243   43,743,243 
         

Comprehensive income

        

Net (loss) income

 $(8,773) $19,043 

Other comprehensive loss from unrealized net loss on available-for-sale debt securities

  (60)  (397)

Income tax effect

  16   84 

Total other comprehensive loss income, net of tax

  (44)  (313)

Comprehensive (loss) income

 $(8,817) $18,730 

 

  

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

 

2

 

 

FutureFuel Corp.

Consolidated Statements of Stockholders’ Equity

(Dollars in thousands)

(Unaudited)

 

   

For the Three Months Ended March 31, 2021

 
                   

Accumulated

                         
                   

Other

   

Additional

           

Total

 
   

Common Stock

   

Comprehensive

   

paid-in

   

Retained

   

Stockholders’

 
   

Shares

   

Amount

   

Income (Loss)

   

Capital

   

Earnings

   

Equity

 

Balance - December 31, 2020

    43,743,243     $ 4     $ 208     $ 282,215     $ 89,456     $ 371,883  

Other comprehensive loss

    -       -       (60 )     -       -       (60 )

Net loss

    -       -       -       -       (8,773 )     (8,773 )

Balance - March 31, 2021

    43,743,243     $ 4     $ 148     $ 282,215     $ 80,683     $ 363,050  

 

 

  

For the Three Months Ended March 31, 2020

 
          

Accumulated

             
          

Other

  

Additional

      

Total

 
  

Common Stock

  

Comprehensive

  

paid-in

  

Retained

  

Stockholders’

 
  

Shares

  

Amount

  

Income (Loss)

  

Capital

  

Earnings

  

Equity

 

Balance - December 31, 2019

  43,743,243  $4  $296  $282,166  $184,632  $467,098 
Prior period adjustment: change in accounting principle  -   -   -   -   (12)  (12)
Balance - January 1, 2020, As adjusted  43,743,243  $4  $296  $282,166  $184,620  $467,086 

Cash dividends declared, $3.00 per share

  -   -   -   -   (131,230)  (131,230)

Stock based compensation

  -   -   -   49   -   49 

Other comprehensive loss

  -   -   (313)  -   -   (313)

Net income

  -   -   -   -   19,043   19,043 

Balance - March 31, 2020

  43,743,243  $4  $(17) $282,215  $72,433  $354,635 

 

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

 

3

 

 

FutureFuel Corp.

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited) 

 

  

Three Months Ended March 31,

 
  2021  

2020

 

Cash flows from operating activities

        

Net (loss) income

 $(8,773) $19,043 

Adjustments to reconcile net income to net cash from operating activities:

        

Depreciation

  2,608   3,004 

Amortization of deferred financing costs

  24   36 

Benefit for deferred income taxes

  (4,402)  (22)

Change in fair value of equity securities

  1,765   9,570 

Change in fair value of derivative instruments

  (695)  (1,874)

(Gain) loss on the sale of investments

  (690)  489 

Stock based compensation

  -   49 

Loss on disposal of property and equipment

  -   2 

Noncash interest expense

  8   19 

Changes in operating assets and liabilities:

        

Accounts receivable

  (6,515)  (17,803)

Accounts receivable – related parties

  1,375   4,175 

Inventory

  (11,389)  (3,878)

Income tax receivable

  774   (13,587)

Prepaid expenses

  751   171 
Prepaid expenses - related parties  (12)   

Other assets

  (43)  120 

Accounts payable

  4,270   2,360 

Accounts payable – related parties

  7,814   (815)

Accrued expenses and other current liabilities

  (509)  2,192 

Accrued expenses and other current liabilities – related parties

  -   (64)

Deferred revenue

  (569)  925 

Other noncurrent liabilities

  (139)  (78)

Net cash (used in) provided by operating activities

  (14,347)  4,034 

Cash flows from investing activities

        

Collateralization of derivative instruments

  (106)  1,876 

Purchase of marketable securities

  (15,601)  (964)

Proceeds from the sale of marketable securities

  28,681   4,484 

Proceeds from the sale of property and equipment

  -   50 

Capital expenditures

  (146)  (1,608)

Net cash provided by investing activities

  12,828   3,838 

Cash flows from financing activities

        

Deferred financing costs

  -   (477)

Payment of dividends

  (2,624)  (2,624)

Net cash used in financing activities

  (2,624)  (3,101)

Net change in cash and cash equivalents

  (4,143)  4,771 

Cash and cash equivalents at beginning of period

  198,122   243,331 

Cash and cash equivalents at end of period

 $193,979  $248,102 
         

Cash paid for interest

 $43  $1 

Cash paid for income taxes

 $52  $453 

Noncash investing and financing activities:

        

Cash dividends declared, not paid

 $-  $131,230 

Noncash capital expenditures

 $118  $- 

 

 

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

 

4

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

1)

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

Organization

 

FutureFuel Corp. (“FutureFuel” or “the Company”), through its wholly-owned subsidiary, FutureFuel Chemical Company (“FutureFuel Chemical”), owns and operates a chemical production facility located on approximately 2,200 acres of land six miles southeast of Batesville in north central Arkansas fronting the White River (the “Batesville Plant”). FutureFuel Chemical manufactures diversified chemical products, biobased products composed of biofuels, and biobased specialty chemical products. FutureFuel Chemical’s operations are reported in two segments: chemicals and biofuels.

 

The chemical segment manufactures a diversified portfolio of chemical products that are sold to third party customers. The majority of the revenues from the chemical segment are derived from the custom manufacturing of specialty chemicals for specific customers.

 

The biofuels segment primarily produces and sells biodiesel. FutureFuel Chemical also sells petrodiesel in blends with the Company’s biodiesel and, from time to time, with no biodiesel added. Until April 2021, FutureFuel Chemical was a shipper of refined petroleum products on common carrier pipelines and bought and sold petroleum products to maintain an active shipper status on these pipelines.  See Note 9. Intangible Assets, and Note 17 Subsequent Event.

 

Basis of Presentation

 

The unaudited consolidated financial statements have been prepared by FutureFuel in accordance and consistent with the accounting policies stated in FutureFuel’s 2020 audited consolidated financial statements and should be read in conjunction with these financial statements.

 

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; FFC Grain, L.L.C.; FutureFuel Warehouse Company, L.L.C.; and Legacy Regional Transport, L.L.C. Intercompany transactions and balances have been eliminated in consolidation.

 

  

 

2)

GOVERNMENT TAX CREDITS

 

REINSTATEMENT OF THE BIODIESEL BLENDERS TAX CREDIT AND SMALL AGRI-BIODIESEL PRODUCER TAX CREDIT

 

The biodiesel Blenders’ Tax Credit (“BTC”) provides a one dollar per gallon tax credit to the blender of biomass-based diesel with at least 0.1% petroleum-based diesel fuel.

 

The Further Consolidated Appropriations Act of 2020 was passed by Congress and signed into law on December 20, 2019, retroactively reinstating the BTC for 2018 and 2019 and extending it through December 31, 2022. As this act was passed into law in 2019, the Company recognized its impact in the last quarter of 2019 for both periods (2018 and 2019) within the Company’s 2019 financial results. The Company records the credit as a reduction to cost of goods sold.

 

5

 

 Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)  

 

 

As the law from which the BTC mentioned above was reinstated, small agri-biodiesel producers with production capacity not in excess of 60 million gallons were eligible for an additional tax credit of $0.10 per gallon on the first 15 million gallons of agri-biodiesel sold (the “Small Agri-biodiesel Producer Tax Credit”). The Company was eligible for this credit and recognized its benefit in the three months ended December 31, 2019 for both periods (2018 and 2019) as part of the tax provision.

 

CARES ACT EMPLOYEE RENTENTION TAX CREDIT

 

The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), was enacted on March 27, 2020, to encourage eligible employers to retain employees on their payroll.  FutureFuel did not qualify for this credit, however, the Consolidated Appropriations Act, effective January 1, 2021 broadened the eligibility of the Employee Retention Tax Credit.  FutureFuel is continuing to monitor whether it would qualify for this credit. 

 

 

 

3)

 REVENUE RECOGNITION

 

FutureFuel recognizes revenue when performance obligations of the customer contract are satisfied. FutureFuel sells to customers through master sales agreements or standalone purchase orders. The majority of FutureFuel's terms of sale have a single performance obligation to transfer products. Accordingly, FutureFuel recognizes revenue when control has been transferred to the customer, generally at the time of shipment or delivery of products. For certain contracts, this occurs upon delivery of the material to a FutureFuel storage location, ready for customer pickup and separated from other FutureFuel inventory. Revenue is measured as the amount of consideration FutureFuel expects to receive in exchange for transferring products and is generally based upon a negotiated price. FutureFuel sells its products directly to customers generally under agreements with payment terms of 30 to 75 days for chemical segment customers and 2 to 10 days for biofuels segment customers.

 

 

Certain of FutureFuel custom chemical contracts within the chemical segment contain a material right as defined by ASU 2014-09, Revenue from Contracts with Customers ("Topic 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. FutureFuel recognizes revenue when the customer takes control of the inventory, either upon shipment or when the material is made available for pickup. 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 Topic 606. FutureFuel 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, FutureFuel estimates the expected life of the product, 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.

 

 

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, 2021 and December 31, 2020 consist of unbilled revenue from one customer and are recorded as accounts receivable in the consolidated balance sheets. Contract liabilities consist of advance payments related to material rights recorded as deferred revenue in the consolidated balance sheets. Increases to contract liabilities from cash received for a performance obligation of chemical segment plant expansions were $209 and $2,307 for the three months ended March 31, 2021 and 2020, respectively. Contract liabilities are reduced as the Company transfers product to the customer under the renewal option approach. Revenue recognized in the chemical segment from the contract liability reductions were $723 and $1,327 in the three months ended March 31, 2021 and 2020, 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.

 

6

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

The following table provides the balances of receivables, contract assets, and contract liabilities from contracts with customers.

 

Contract Assets and Liability Balances

 

March 31, 2021

  

December 31, 2020

 

Trade receivables, included in accounts receivable*

 $15,587  $12,279 

Contract assets, included in accounts receivable

 $1,091  $808 

Contract liabilities, included in deferred revenue - short-term

 $4,739  $3,769 

Contract liabilities, included in deferred revenue - long-term

 $16,460  $17,943 

 

*Exclusive of the BTC of $11,276 and $8,300, respectively, and net of allowances for bad debt of $112 and $63, respectively, as of the dates noted.

 

Transaction price allocated to the remaining performance obligations:

 

At March 31, 2021, approximately $21,199 of revenue is expected to be recognized from remaining performance obligations. FutureFuel expects to recognize this revenue ratably over expected sales over the expected term of its long-term contracts which range from three to five years. Approximately 22% of this revenue is expected to be recognized over the next 12 months, and 78% is expected to be recognized over the subsequent 48 months. These amounts are subject to change based upon changes in the estimated contract life and estimated quantities to be sold over the contract life.

 

The Company applies the practical expedient in ASC 606-10-50-14 and excludes the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less; and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

 

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,

 
  2021  

2020

 

Contract revenue from customers with > 1 year arrangements

 $5,106  $15,603 

Contract revenue from customers with < 1 year arrangements

  36,355   39,440 

Revenue from non-contractual arrangements

  55   56 

BTC rebate

  -   (2,017)

Total revenue

 $41,516  $53,082 

 

Timing of revenue:

 

  

Three Months Ended March 31,

 
  2021  

2020

 

Bill-and-hold revenue

 $7,549  $10,153 

Non-bill-and-hold revenue

  33,967   42,929 

Total revenue

 $41,516  $53,082 

 

As of March 31, 2021, $2,911 of the three months bill and hold revenue had not shipped.  In addition, $173 of bill and hold revenue recognized in the three months ended December 31, 2020 had not shipped.

7

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)

  

 

 

4)

INVENTORY

 

The carrying values of inventory were as follows as of:

 

   

March 31, 2021

   

December 31, 2020

 

At average cost (approximates current cost)

               

Finished goods

  $ 25,436     $ 15,452  

Work in process

    1,408       1,632  

Raw materials and supplies

    28,216       22,674  
      55,060       39,758  

LIFO reserve

    (9,782 )     (5,869 )

Total inventory

  $ 45,278     $ 33,889  

 

 

 

5)

DERIVATIVE INSTRUMENTS

 

The Company records all derivative instruments at fair value. Fair value is determined by using the closing prices of the derivative instruments on the New York Mercantile Exchange at the end of an accounting period. Changes in the fair value of derivative instruments are recognized at the end of each accounting period and recorded in the statement of income as a component of cost of goods sold.

 

In order to manage commodity price risk caused by market fluctuations in 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 815-20-25, Derivatives and Hedging. 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 2021 or 2020. The Company has elected the normal purchase and normal sales exception for certain feedstock purchase contracts and supply agreements.

 

Realized 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 loss of $2,625 for the three months ended March 31, 2021 and a gain of $6,857 for the three months ended March 31, 2020.

 

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

 

   

Asset (Liability)

 
   

March 31, 2021

   

December 31, 2020

 
   

Contract

Quantity Short

   

Fair Value

   

Contract Quantity Short

   

Fair Value

 

Regulated fixed price future commitments

    265     $ 819       250     $ 124  

 

The margin account maintained with a broker to collateralize these derivative instruments carried an account balance of $1,040 and $933 at March 31, 2021 and December 31, 2020, 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.

 

8

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)

  

 

 

6)

MARKETABLE SECURITIES

 

At March 31, 2021 and December 31, 2020, FutureFuel had investments in certain debt securities (trust preferred securities and exchange-traded debt instruments) and in preferred stock and other equity instruments. These investments are classified as current assets in the consolidated balance sheets. The unrealized loss on equity securities held for the three months ended March 31, 2021 and 2020 were $1,765 and $9,570, respectively. 

 

Available for sale securities:

 

FutureFuel has designated the debt securities as being available-for-sale. The following comprises the available-for-sale debt securities balances included within marketable securities in the consolidated balance sheets at the respective dates:

 

  

March 31, 2021

 
  

Adjusted Cost

  

Unrealized Gains

  

Unrealized Losses

  

Fair Value

 

Trust preferred stock

 $3,676  $188  $-  $3,864 

 

  

December 31, 2020

 
  

Adjusted Cost

  

Unrealized Gains

  

Unrealized Losses

  

Fair Value

 

Trust preferred stock

 $3,676  $264  $-  $3,940 

 

 

The aggregate fair value of debt securities with unrealized losses totaled $0 at March 31, 2021 and  December 31, 2020.

 

The Company determined an allowance for credit losses for these debt securities was not necessary as of March 31, 2021. The large financial institutions have strong credit ratings with no recent history of defaulting on outstanding obligations, nor is the Company aware of any long-term credit risk related to delinquency under these obligations.

 

There were no sales of debt securities in the three months ended March 31, 2021 or 2020.

 

The debt securities held at March 31, 2021, had a contractual maturity of greater than ten years.

 

 

9

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

 

7)

 FAIR VALUE MEASUREMENTS

 

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Fair value accounting pronouncements also 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.

 

The following tables provide information by level for assets and liabilities that are measured at fair value, on a recurring basis, at March 31, 2021 and December 31, 2020. 

 

   

Asset (Liability)

 
           

Fair Value Measurements Using

 
   

Fair Value at

   

Inputs Considered as:

 

Description

 

March 31, 2021

   

Level 1

   

Level 2

   

Level 3

 

Derivative instruments

  $ 819     $ 819     $ -     $ -  

Preferred stock and other equity instruments

  $ 46,309     $ 46,309     $ -     $ -  

Trust preferred stock and exchange-traded debt instruments

  $ 3,864     $ 3,864     $ -     $ -  

 

   

Asset (Liability)

 
           

Fair Value Measurements Using

 
   

Fair Value at

   

Inputs Considered as:

 

Description

 

December 31, 2020

   

Level 1

   

Level 2

   

Level 3

 

Derivative instruments

  $ 124     $ 124     $ -     $ -  

Preferred stock and other equity instruments

  $ 60,464     $ 60,464     $ -     $ -  

Trust preferred stock and exchange-traded debt instruments

  $ 3,940     $ 3,940     $ -     $ -  

 

 

8)

 INTANGIBLE ASSETS

 

In April of 2015, FutureFuel acquired additional historical line space on a pipeline for $1,408. The acquired line space was recorded as an intangible asset with an indefinite life as there was no foreseeable limit on the time period over which it is expected to contribute to cash flows. The carrying value of the asset was $1,408 at March 31, 2021 and December 31, 2020 FutureFuel tests the intangible asset for impairment in accordance with Topic 350, Intangibles-Goodwill and Other.  Please see Note 17, Subsequent Event, regarding this intangible asset.

 

10

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)  

 

 

 

9)

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

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

 

   

March 31, 2021

   

December 31, 2020

 

Accrued employee liabilities

  $ 2,135     $ 2,609  

Accrued property, franchise, motor fuel and other taxes

    1,589       1,730  

Lease liability, current

    495       491  

Other

    349       247  

Total

  $ 4,568     $ 5,077  

 

 

 

10)

BORROWINGS

 

On March 30, 2020, FutureFuel, with FutureFuel Chemical as the borrower and certain of FutureFuel’s other subsidiaries as guarantors, amended and restated its credit agreement (the “Credit Agreement”) originally entered into on April 16, 2015 (as amended, the “Prior Credit Agreement”) with the lenders party, 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 $100,000, 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 March 30, 2025. The primary amendments from the Prior Credit Agreement were a reduction in the facility by $65,000, a reduction in the facility’s applicable interest rate by 0.25%, a reduction in the commitment fee, and elimination of the minimum consolidated fixed charge coverage ratio.

 

The interest rate floats at the following margins over LIBOR or base rate based upon the leverage ratio from time to time:

 

Consolidated Leverage Ratio

 

Adjusted LIBOR Rate Loans and

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 consolidated minimum interest coverage ratio.

 

There were no borrowings under the Credit Agreement at March 31, 2021 or the Prior Credit Agreement at December 31, 2020.

 

 

 

11)

INCOME TAX PROVISION

 

The following table summarizes the income tax provision.  

 

  

Three Months Ended March 31,

 
  2021  

2020

 

Income tax (benefit) provision

 $(4,387) $(13,212)

Effective tax rate

  33.3%  (226.6%)

 

 

11

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

Because the Company is unable to reliably estimate its annual effective tax rate for the three months ended March 31, 2021, it has determined its income tax benefit by applying its actual year-to-date effective tax rate to year-to-date pretax income.  In contrast, the tax benefit for the three months ended March 31, 2020 reflects the application of an estimated annual effective tax rate to year-to-date pretax income.  The effective tax rates for both periods reflect the positive effects of certain tax credits and incentives, the most significant of which are the BTC and Small Agri-biodiesel Producer Tax Credit.  Additionally, the effective rate for the three months ended March 31, 2020 was favorably impacted by the enhanced NOL carryback provisions of the CARES Act. This law, enacted on March 27, 2020, allowed the Company to carry back its 2020 federal tax loss to a year with a higher tax rate rather than forward to a year with a lower rate.

 

 

 

 

 

12)

EARNINGS PER SHARE

 

In the three months ended March 31, 2021 and 2020, FutureFuel used the treasury method in computing earnings per share.

 

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

 

   

Three Months Ended March 31,

 
    2021    

2020

 

Numerator:

               

Net (loss) income

  $ (8,773 )   $ 19,043  

Denominator:

               

Weighted average shares outstanding – basic

    43,743,243       43,743,243  

Effect of dilutive securities:

               

Stock options and other awards

    -       -  

Weighted average shares outstanding – diluted

    43,743,243       43,743,243  
                 

Basic (loss) earnings per share

  $ (0.20 )   $ 0.44  

Diluted (loss) earnings per share

  $ (0.20 )   $ 0.44  


For the three months ended March 31, 2021 all 44,000 options to purchase FutureFuel’s common stock were excluded in the computation of diluted earnings per share as all were anti-dilutive. In the three months ended March 31, 2020, no options were excluded.

 

 

 

13)

RELATED PARTY TRANSACTIONS

 

FutureFuel enters into transactions with companies affiliated with or controlled by a director and significant shareholder. Revenues, expenses, prepaid amounts, and unpaid amounts related to these transactions are captured in the accompanying consolidated financial statements as related party line items.

 

12

 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)  

 

 

Related party revenues are the result of sales of biodiesel, petrodiesel, blends, other petroleum products, and other similar or related products to these related parties.  

 

Related party cost of goods sold and distribution are the result of sales of biodiesel, petrodiesel, blends, and other petroleum products to these related parties along with the associated expense from the purchase of natural gas, storage and terminalling services by FutureFuel from these related parties.

 

A related party manages natural gas purchases for FutureFuel, initially pays for the natural gas, and subsequently invoices FutureFuel for the same plus a nominal fee for such services.  The natural gas matter as discussed in Note 16, Legal Matters, is in reference to the natural gas supplier, not the related party.

 

 

 

14)

SEGMENT INFORMATION

 

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

 

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 biofuels segment primarily manufactures and markets biodiesel. Biodiesel revenues are generated through the sale of biodiesel to customers through FutureFuel’s distribution network at the Batesville Plant, through distribution facilities available at leased oil storage facilities, and through a network of remotely located tanks. Biofuels revenues also include the sale of biodiesel blends with petrodiesel; petrodiesel with no biodiesel added; internally generated, separated Renewable Identification Numbers (“RINs”); biodiesel production byproducts; and the purchase and sale of other petroleum products on common carrier pipelines.  Biodiesel selling prices and profitability can at times fluctuate based on the timing of unsold, internally generated RINs. FutureFuel does not allocate production costs to internally generated RINs, and, from time to time, can enter into sales of biodiesel on a “RINs-free” basis, resulting in FutureFuel maintaining possession of the applicable RINs from the sale. The benefit derived from the eventual sale of the RINs is not reflected in results of operations until such time as the RINs sale has been completed, which may lead to variability in reported operating results.

 

Summary of business by segment

 

  

Three Months Ended March 31,

 
  2021  

2020

 

Revenue

        

Custom chemicals

 $10,675  $23,760 

Performance chemicals

  5,435   3,933 

Chemicals revenue

  16,110   27,693 

Biofuels revenue

  25,406   25,389 

Total Revenue

 $41,516  $53,082 
         

Segment gross  (loss) profit

        

Chemicals

 $(1,301) $8,014 

Biofuels

  (9,435)  8,385 

Total gross (loss) profit

 $(10,736) $16,399 

 

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


 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)  

 

 

 

 
15) 

 RECENTLY ISSUED ACCOUNTING STANDARDS 

 

Recently Issued Accounting Standards Adopted  

 

In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." The amendments simplify the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, "Income Taxes" and improve consistent application by clarifying and amending existing guidance. The new standard was adopted on a prospective basis and had an immaterial effect on the financials. 

 

Other

 

ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.  Effective March 12, 2020, the guidance in the update is in response to concerns about structural risks of interbank offered rates (IBORs), and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. This guidance will ease the accounting burden associated with transitioning away from reference rates that are expected to be discontinued within our credit facility as described in Note 10.

 

14


 

Notes to Consolidated Financial Statements of FutureFuel Corp.

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

16)

LEGAL MATTERS

 

From time to time, FutureFuel and its operations 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.

 

As a result of the extraordinary increase in natural gas prices, the Attorney General of Arkansas has launched a civil investigative demand against several natural gas suppliers.  At this time the company is disputing the February 2021 natural gas bill and payment thereof is pending further investigation.

 

The natural gas expense was a component of Cost of goods sold-related parties in the Consolidated Statements of Operations and Comprehensive Income in the three months ended March 31, 2021.  However, as discussed in Note 13, Related Party Transactions, the natural gas supplier is not a related party of FutureFuel.

 

 

 

17)

SUBSEQUENT EVENT

 

Upon making the strategic decision to exit its status as a regular shipper on a common carrier pipeline in April 2021, FutureFuel may record an impairment charge of its intangible asset.

 

15

 
 

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. 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. 


Unless otherwise stated, all dollar amounts are in thousands.
 
 

Overview

 

Our company is managed and reported in two reporting 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 biofuels segment is composed of one product group. Management believes that the diversity of each segment strengthens the company in the ability to utilize resources and is committed to growing each segment.

 

COVID-19

 

In March 2020, the World Health Organization categorized COVID-19 as a pandemic and it continues to spread throughout the United States and other countries across the world.  During the pandemic, our objectives have been to protect the well-being of our employees, support our customers, obtain materials from our suppliers, and maintain our manufacturing operations. While the pandemic has reduced the overall level of activity across much of the economy, we have largely met these objectives.

 

While the worst effects of the pandemic may be behind us in the United States, the virus is still spreading worldwide and the long-term economic consequences globally are still unclear, making its impact on our performance still difficult to predict.  The three principles areas where COVID-19 may still negatively impact our financial performance are customer demand, raw material procurement, and our ability to operate our manufacturing facility.

 

Customer Demand – Several of our major chemical customers sell the products we produce for them in to markets that have been significantly impacted by COVID-19. The energy and automotive markets in particular have drastically been impacted since April, 2020 and have not yet fully recovered to pre-pandemic levels.  However, diesel prices and the value of Renewable Identification Numbers (RINs) have improved significantly in 2021 and while promising, this recovery is still fragile.

 

Supply Chain Impact – Our initial concern was that supplier shutdowns might result in raw material or input shortages and negatively impact our ability to manufacture products and meet our customers’ demands.  This was true initially in our biofuel segment and the impact that had on the industry as a whole is part of the reason RINs have increased in value.  We have managed supply such that our operations have not been hindered by shortages thus far and will continue in that effort.

 

16

 

Operations Impact - Our manufacturing is considered critical services and our plant has remained open to meet customer demand during the COVID-19 pandemic. The policies that were implemented including social distancing, enhanced cleaning and sanitizing, and the wearing of masks, have proven successful in preventing the spread of COVID-19 on-site.  We will continue to take actions to help prevent the spread of COVID-19 at work and adjust policies as necessary. To date we have had no negative impact on our ability to operate the plant safely and in a way that meets our customers’ demands.

 

Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts on our financial condition and results of operations.

 

 

Summary of Financial Results

 

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

 

   

Three Months Ended March 31,

 
                   

Dollar

   

%

 
   

2021

   

2020

   

Change

   

Change

 

Revenue

  $ 41,516     $ 53,082     $ (11,566 )     (22 %)

(Loss) income from operations

  $ (13,058 )   $ 13,979     $ (27,037 )     (193 %)

Net (loss) income

  $ (8,773 )   $ 19,043     $ (27,816 )     (146 %)

Earnings per common share:

                               

Basic

  $ (0.20 )   $ 0.44     $ (0.64 )     (145 %)

Diluted

  $ (0.20 )   $ 0.44     $ (0.64 )     (145 %)

Adjusted EBITDA

  $ (7,825 )   $ 10,177     $ (18,002 )     (177 %)

 

 

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 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, 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 makers 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 a 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 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).

 

17

 

We utilize commodity derivative instruments primarily to protect our operations from downward movements in commodity prices, and to provide greater certainty of cash flows associated with sales of our commodities. We enter into hedges, and we utilize mark-to-market accounting to account for these instruments. Thus, our results in any given period can be impacted, and 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 this item as an adjustment as we believe it provides a relevant indicator of the underlying performance of our business in a given period.

 

Additionally, we invest in marketable securities of certain debt securities (trust preferred stock and exchange-traded debt instruments) and in preferred stock and other equity instruments. The realized and unrealized gains and losses on these marketable securities can fluctuate significantly from period to period. We include this item as an adjustment as we believe it provides a relevant indicator of the underlying performance of our business in a given period.

 

The following table reconciles net income, the most directly comparable GAAP performance financial measure, with adjusted EBITDA. 

 

   

Three Months Ended March 31,

 
    2021    

2020

 

Net (loss) income

  $ (8,773 )   $ 19,043  

Depreciation

    2,608       3,004  

Non-cash stock-based compensation

    -       49  

Interest and dividend income

    (1,005 )     (1,967 )

Non-cash interest expense and amortization of deferred financing costs

    32       56  

Loss on disposal of property and equipment

    -       2  

Loss (gain) on derivative instruments

    2,625       (6,857 )

Loss on marketable securities

    1,075       10,059  

Income tax benefit

    (4,387 )     (13,212 )

Adjusted EBITDA

  $ (7,825 )   $ 10,177  

 

 

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

 

   

Three Months Ended March 31,

 
    2021    

2020

 

Net cash  (used in) provided by operating activities

  $ (14,347 )   $ 4,034  

Benefit for deferred income taxes

    4,402       22  

Interest and dividend income

    (1,005 )     (1,967 )

Income tax benefit

    (4,387 )     (13,212 )

(Loss) gain on derivative instruments

    2,625       (6,857 )

Change in fair value of derivative instruments

    695       1,874  

Change in operating assets and liabilities, net

    4,192       26,282  

Other

    -       1  

Adjusted EBITDA

  $ (7,825 )   $ 10,177  

 

18

 

Results of Operations 

 

Consolidated

 

   

Three Months Ended March 31,

 
                   

Change

 
   

2021

   

2020

   

Amount

   

%

 
                                 

Revenues

  $ 41,516     $ 53,082     $ (11,566 )     (21.8 %)

Volume/product mix effect

                  $ (19,439 )     (36.6 %)

Price effect

                  $ 7,873       14.8 %
                                 

Gross (loss) profit

  $ (10,736 )   $ 16,399     $ (27,135 )     (165.5 %)
Operating expenses     2,322       2,420       (98 )     (4.0 %)
Other expense     (102 )     (8,148 )     8,046       (98.7 %)
Income tax benefit     (4,387 )     (13,212 )     8,825       (66.8 %)
Net (loss) income   $ (8,773 )     19,043       (27,816 )     (146.1 %)

 

 

Consolidated revenue in the three months ended March 31, 2021 decreased $11,566 compared to the three months ended March 31, 2020. This decrease primarily resulted from decreased sales volumes in both the chemicals and biofuels segments that were partially offset by increased prices of biodiesel in the three-month period.

 

Gross loss in the three months ended March 31, 2021 was $10,736 as compared to gross profit of $16,399 in the three months ended March 31, 2020. This decline primarily resulted from: i) exorbitant natural gas prices invoiced from Winter Storm Uri which resulted in an increase of $7,800 as compared to the prior year quarter, ii) a reduction in production volumes given the natural gas curtailment, iii) the change in the unrealized and realized activity in derivative instruments with a  loss of $2,625 in the three months ended March 31, 2021 as compared to a gain of $6,857 in the three months ended March 31, 2020 and iv) the change in the adjustment in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting.  This adjustment decreased gross profit $3,913 in the three months ended March 31, 2021 as compared to an increase in gross profit of $1,319 in the prior year quarter.

 

As a result of the extraordinary increase in natural gas prices, the Attorney General of Arkansas has launched a civil investigative demand against several natural gas suppliers.  At this time the company is disputing the February 2021 natural gas bill and payment thereof is pending further investigation. See Notes 13 and 16 of the consolidated financial statements for further details.

  

Operating expenses

 

Operating expenses decreased $98 in the three months ended March 31, 2021, as compared to the three-months ended March 31, 2020. This slight decrease was primarily from decreased compensation expenses.

 

Other expense

 

Other expense was $102 in the three months ended March 31, 2021, as compared to the same period of the prior year of $8,148 which was primarily from the change in unrealized losses on marketable securities.

 

Income tax benefit

 

Because the Company is unable to reliably estimate its annual effective tax rate for the three months ended March 31, 2021, it has determined its income tax benefit by applying its actual year to date effective tax rate to year-to-date pretax income.  In contrast, the tax benefit for the three months ended March 31, 2020 reflects the application of an estimated annual effective tax rate to year-to-date pretax income.

 

The effective tax rates for both periods reflect the positive effects of certain tax credits and incentives, the most significant of which are the BTC and Small Agri-biodiesel Producer Tax Credit.  Additionally, the effective rate for the three months ended March 31, 2020 was favorably impacted by the enhanced NOL carryback provisions of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). This law, enacted on March 27, 2020, allowed the Company to carry back its 2020 federal tax loss to a year with a higher tax rate rather than forward to a year with a lower rate.

 

 

19

 

Net income

 

Net income for the three months ended March 31, 2021 decreased $27,816 as compared to the same period in 2020. This decrease resulted primarily from the changes explained in gross (loss) profit as previously noted, Other expense, and Income tax benefit.  

 

Chemical Segment

 

   

Three Months Ended March 31,

 
                   

Change

 
   

2021

   

2020

   

Amount

   

%

 
                                 

Revenues

  $ 16,110     $ 27,693     $ (11,583 )     (41.8 %)

Volume/product mix effect

                  $ (11,697 )     (42.2 %)

Price effect

                  $ 114       0.4 %
                                 

Gross (loss) profit

  $ (1,301 )   $ 8,014     $ (9,315 )     (116.2 %)

 

 

Chemical revenue in the three months ended March 31, 2021 decreased 41.8% or $11,583 compared to the three months ended March 31, 2020. Revenue for our custom chemicals (unique chemicals produced for specific customers) for the three months ended March 31, 2021 totaled $10,675, a decrease of $13,085 from the same period in 2020.  Two products we no longer sell benefited the prior year revenue $8,097, the remaining decrease was primarily from lower sales volumes with the natural gas curtailment and COVID-19.  Performance chemicals (composed of multi-customer products which are sold based on specification) revenue was $5,435, an increase of $1,502 from the three months ended March 31, 2020. This increase was primarily from increased sales volume of glycerin and the timing of campaign products, although market conditions were more supportive than during the same period of last year.

 

Gross profit for the chemical segment for the three months ended March 31, 2021, decreased $9,315 when compared to the same period of 2020 driven mostly by the unusually high natural gas price, the loss of sales volume in our custom chemical products primarily driven by the effects of COVID-19 on customer demand, and the loss of two custom chemical products we no longer sale.  Also reducing gross profit in three-month periods ended March 31, 2021 was the change in adjustments in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting as compared to an increase in gross profit in the same period of 2020; this adjustment decreased gross profit $670 and increased gross profit $502, respectively.

 

20

 

Biofuels Segment

 

   

Three Months Ended March 31,

 
                   

Change

 
   

2021

   

2020

   

Amount

   

%

 
                                 

Revenues

  $ 25,406     $ 25,389     $ 17       0.1 %

Volume/product mix effect

                  $ (7,742 )     (30.5 %)

Price effect

                  $ 7,759       30.6 %
                                 

Gross (loss) profit

  $ (9,435 )   $ 8,385     $ (17,820 )     (212.5 %)

 

 

Biofuels revenue in the three months ended March 31, 2021 was flat as compared to the same period of 2020. The biodiesel and biodiesel blend volumes decreased as compared to the prior year, primarily from the impact of Winter Storm Uri of approximately $3,000. Offsetting this volume decrease as compared to the same period of 2020, was higher selling prices with the overall improvement in fuel and RIN prices.   

     

A significant portion of our biodiesel sold was to two major refiner/blenders in the three months ended March 31, 2021 and in the first quarter of 2020 there were no significant customer concentrations.  No assurances can be given that we will continue to sell to such major refiners, 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 this customer 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 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.

 

Biofuels gross loss was $9,435 in the three months ended March 31, 2021, as compared to a gross profit of $8,385 in the same period of 2020, primarily from: i) the impact of Winter Storm Uri which dramatically increased the price of natural gas and consequently reduced sales volumes when production was curtailed to minimize natural gas consumption, further exacerbated by delays in restarting caused by the freezing weather, ii) the change in the activity in derivative instruments with a loss of $2,625 in the three months ended March 31, 2021, as compared to a gain of $6,857 in the three months ended March 31, 2020, and iii) the change in adjustments in the carrying value of our inventory as determined utilizing the LIFO method of inventory accounting as compared to an increase in gross profit in the same period of 2020; this adjustment decreased gross profit $3,243 and increased gross profit $817, respectively.

 

We recognize all derivative instruments as either assets or liabilities at fair value in our consolidated balance sheets. Our derivative instruments do not qualify for hedge accounting under the specific guidelines of Topic 815, Derivatives and Hedging. None of the derivative instruments are designated and accounted for as hedges primarily due to the extensive record keeping requirements.

 

21

 

The volumes and carrying values of our derivative instruments were as follows:

 

   

Asset (Liability)

 
   

March 31, 2021

   

December 31, 2020

 
   

Contract Quantity Short

   

Fair Value

   

Contract Quantity Short

   

Fair Value

 

Regulated fixed price future commitments

    265     $ (819 )     250     $ 124  

 

*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 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. Estimates are 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 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. We do not offer rebates, except those related to the BTC.

 

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, 2021 and 2020 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 with agreement that production was reasonable. 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. Revenue under bill-and-hold arrangements were $7,549 and $10,153 for the three months ended March 31, 2021 and 2020, respectively.

 

22

 

Liquidity and Capital Resources

 

Our net cash from operating activities, investing activities, and financing activities for the three months ended March 31, 2021 and 2020 are set forth in the following table.

  

   

Three Months Ended March 31,

 
    2021    

2020

 

Net cash (used in) provided by operating activities

  $ (14,347 )   $ 4,034  

Net cash provided by investing activities

  $ 12,828     $ 3,838  

Net cash used in financing activities

  $ (2,624 )   $ (3,101 )

 

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. However, as the impact of the COVID-19 pandemic on the economy and our operations evolves, we will continue to assess our liquidity needs. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. An extended period of global supply chain and economic disruption could materially affect our business, results of operations, ability to meet debt covenants, access to sources of liquidity and financial condition.

 

Operating Activities

 

Cash was used by operating activities of $14,347 in the first quarter of 2021 as compared to cash provided by in the first quarter of 2020 of $4,034. This decrease was primarily attributable to the change in net income of $19,043 in the first quarter of 2020 compared to a net loss of $8,773 for the same period in 2021 for a net decrease of $27,816. Also contributing to the change in cash from operating activities in the first quarter of 2021, by comparison to the first quarter of 2020, was a net reduction in the cash adjustment from the change in fair value of equity securities of $7,805 and from higher cash outflows from inventory of $7,511 during the first quarter of 2021 compared to the first quarter of 2020. Partially offsetting these net cash outflows was a net change in the income tax receivable, demonstrating a cash outflow of $13,587 in the first quarter of 2020 as compared to a cash inflow of $774, and a net change in accounts payable, including accounts payable-related parties, demonstrating a higher cash inflow of $10,539 in the first quarter of 2021 as compared to the first quarter of 2020.  

 

Investing Activities

 

Cash from investing activities increased to $12,828 of cash provided by investing activities in the first three months of 2021 as compared to of $3,838 in the first three months of 2020. Of the $8,990 change, $9,560 was the result of an increase in net sales of marketable securities in the first three months of 2021 compared to the first three months of 2020. Such net sales totaled $13,080, in the first three months of 2021, compared to $3,520 in net sales in the first three months of 2020. 

   

Financing Activities

 

Cash used in financing activities was $2,624 and $3,101, in the three months ended March 31, 2021 and 2020, respectively. The decrease of $477 was related to Debt origination costs in the three months ended March 31, 2020 from the amendment of our existing credit facility. The remaining $2,624 resulted from payments of dividends on our common stock in the first three months of 2021 and 2020.

 

23

 

Credit Facility

 

Effective March 30, 2020, we entered into an amended and restated credit agreement with a syndicated group of commercial banks for $100,000. 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 March 30, 2025. See Note 10 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

 

In the first three months of 2021 and 2020, we paid a regular quarterly cash dividend in the amount of $0.06 per share on our common stock. The regular cash dividend amounted to $2,624 in each period. In the three months ended March 31, 2020, we also declared a special cash dividend of $3.00 per share in the amount of $131,230 that was payable on April 17, 2020.

 

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. Additionally, regular dividends will be paid in 2021, as previously reported. Third parties have not placed significant restrictions on our working capital management decisions.

 

A significant portion of these funds was held in cash or cash equivalents at multiple financial institutions. In the periods ended March 31, 2021 and December 31, 2020, we also had investments in certain preferred stock, debt securities, and other equity instruments. We classify these investments as current assets in the accompanying consolidated balance sheets and designate the debt securities as being “available-for-sale.” Accordingly, the debt securities are recorded at fair value, with the unrealized gains and losses, net of taxes, reported as a component of stockholders’ equity. We also held equity securities with readily available market values. These equity instruments are recorded at fair value, with the unrealized gains and losses reported as a component of net income. The fair value of the debt securities and equity instruments totaled $50,173 and $64,404 at March 31, 2021 and December 31, 2020, respectively.

 

Lastly, we maintain depositary accounts such as checking accounts, money market accounts, and other similar accounts at selected financial institutions.

   

24

 

Off- Balance Sheet Arrangements

 

We engage in two types of hedging transactions. First, we hedge our biofuels sales through 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, 2021 and December 31, 2020. Second, we hedge our biofuels feedstock through the execution of purchase contracts and supply agreements with certain vendors or they meet the normal purchase and normal sales exception of ASC 815 Derivatives and Hedging. These hedging transactions are recognized in earnings and were not recorded in our consolidated balance sheets at March 31, 2021 or December 31, 2020 because they do not meet the definition of a hedge instrument as defined under GAAP. 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.

 

 

25

 

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 costs and, as described elsewhere herein, 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, biofuels 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 sale 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 biofuels prices, we may enter into exchange-traded commodity futures and options contracts. We account for these derivative instruments in accordance with Topic 815, Derivatives and Hedging. 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 2021 or 2020. 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 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, 2021 and December 31, 2020, the fair values of our derivative instruments were a net asset of $819 and $124, 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 crude corn oil and yellow grease and petrodiesel. 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 2021. 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 10% change in the average price of the commodity listed below would result in the following change in gross profit.

 

 

26

 

(Volume and dollars in thousands)

 

Item

 

Volume Requirements

(a)

 

Units

 

Hypothetical Adverse Change in Price

   

Decrease in Gross Profit

   

Percentage Decrease in Gross Profit

 

Biodiesel feedstocks

    82,628  

LB

    10.0 %     3,115       29.0 %
Natural gas     331   MCF     10.0 %     798       7.4 %
Methanol     14,980   LB     10.0 %     261       2.4 %
Electricity     26   MWH     10.0 %     116       1.1 %

 

(a) Volume requirements and average price information are based upon volumes used and prices obtained for the three months ended March 31, 2021. Volume requirements may differ materially from these quantities in future years as our business evolves.

 

 

We had no borrowings at March 31, 2021 or December 31, 2020 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.

 

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, 2021 were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

 

There were no changes in our internal control over financial reporting during our last fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

   

27

 

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 the risk factors we previously disclosed in Item 1A of our Form 10-K, Annual Report for the year ended December 31, 2020 filed with the SEC on March 16, 2021.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

28

 

Item 4. Mine Safety Disclosures.

 

None.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit

Description

11.

Statement re Computation of per Share Earnings

31(a).

Rule 13a-15(e)/15d-15(e) Certification of chief executive officer

31(b).

Rule 13a-15(e)/15d-15(e) Certification of chief principal officer

32.

Section 1350 Certification of chief executive officer and principal financial officer

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.

   

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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 Form 10-K Annual Report for the year ended December 31, 2020 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.

 

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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/ Paul A. Novelly

 

 

 

 

Paul A. Novelly, Chairman and Chief  

 

Executive Officer  

 

 

 

 

Date: May 7, 2021

 

 

 

 

 

 

By:    

/s/ Rose M. Sparks

 

 

 

 

Rose M. Sparks, Chief Financial Officer

 

and Principal Financial Officer  

 

 

 

 

Date: May 7, 2021

 

 

 

 

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