ff20230930c_10qa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2023

☐	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 November 9, 2023: 43,763,243

Explanatory Note

FutureFuel Corp. (sometimes referred to as the “Company,” “we,” “us,” or “our,” and includes our wholly-owned subsidiaries) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to amend and restate certain items presented in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2023 (the “Original Form 10-Q”). This Amendment No. 1 contains our unaudited restated interim financial statements as of, and for the three months and nine months ended, September 30, 2023, which have been restated to correct certain errors with respect to the statement of cash flows included in the Original Form 10-Q, as described in further detail below. In addition, we intend to file or have filed an amendment (collectively with this Amendment No. 1, the “Amendments”) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Q2.2023 Form 10-Q”), respectively, to correct similar errors contained in the statements of cash flows included in each such original filing. All material restatement information that relates to these errors will be included in the Amendments.

This Amendment No. 1 also includes amendments to and restates and revises the following items of the Original Form 10-Q:

•

Part I — Item 1. Financial Statements

•

Part I — Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

•

Part I — Item 4. Controls and Procedures

•

Part II — Item 6. Exhibits

In accordance with applicable SEC rules, this Amendment No. 1 includes new certifications specified in Rule 13a-14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from our Chief Executive Officer and Chief Financial Officer dated as of the date of this filing.

Other than as described above, this Amendment No. 1 does not reflect adjustments for events occurring after the filing of the Original Form 10-Q except to the extent that they are otherwise required to be included and discussed herein. See below for a detailed discussion of the effect of the restatement on the financial statements included in this Amendment No. 1.

Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 1 contains only the items and exhibits to the Original Form 10-K that are being amended and restated, and unaffected items and exhibits are not included herein. Except as noted herein, the information included in the Original Form 10-Q remains unchanged. This Amendment No. 1 continues to describe the conditions as of the date of the Original Form 10-Q, and except as contained herein, we have not updated or modified the disclosures contained in the Original Form 10-Q to reflect any events that have occurred after the Original Form 10-Q. Accordingly, forward-looking statements included in this Amendment No. 1 may represent management’s views as of the Original Form 10-Q and should not be assumed to be accurate as of any date thereafter. This Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Form 10-Q, including any amendment to those filings.

Background of the Restatement

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 9, 2024, management and the audit committee (the “Audit Committee”) of the Board of Directors of the Company, after consultation with the Company’s independent registered public accounting firm, RSM US LLP (“RSM”), determined on May 8, 2024, that certain of its previously issued financial statements, specifically its previously-issued statements of cash flows: (i) for the year ended December 31, 2023, included in the 2023 Form 10-K; (ii) for the nine months ended September 30, 2023, included in the Original Form 10-Q; and (iii) for the six months ended June 30, 2023, included in the Q2.2023 Form 10-Q, contained errors, should no longer be relied on and should be corrected by restating the affected statements of cash flows by filing the Amendments. The consolidated balance sheets, consolidated statements of operations and comprehensive income and consolidated statements of stockholders’ equity included in the consolidated financial statements in this Amendment No. 1, and, other than the addition of Note 15 related to the restatement, the accompanying notes to such financial statements, were not affected by this error.

The restated financial statements contained in this Amendment No. 1 correct the following errors:

The correction relates solely to the reported amount of “Other assets” and the resulting total amount of “Net Cash Flows From Operating Activities” and the reported amount of “Collateralization of derivative instruments” and the resulting total amount of “Net Cash Flows from Investing Activities” in the consolidated statement of cash flows for the nine months ended September 30, 2023. The correction does not impact the Company’s overall cash position, its consolidated balance sheets, its consolidated statements of operations and comprehensive income, or its consolidated statements of stockholders’ equity as of and for the periods ended September 30, 2023. Further, in this Amendment No. 1, the Company has included supplemental information regarding the restatement in Note 15, Restatement, to the consolidated financial statements.

Internal Control Considerations

Management has reassessed its evaluation of the effectiveness of its internal control over financial reporting as of September 30, 2023 as further described in Part I, Item 4 of this Amendment No. 1, and concluded that a material weakness existed and that internal control over financial reporting was not effective as of September 30, 2023.

PART I FINANCIAL INFORMATION

Item 1. Financial Statements.

FutureFuel Corp.

Consolidated Balance Sheets

(Dollars in thousands)

	September 30, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	205,923	$	175,640
Accounts receivable, inclusive of the blenders’ tax credit of $13,084 and $8,970, and net of allowances for bad debt of $67 and $48, respectively		29,493		26,198
Accounts receivable – related parties		-		6
Inventory		26,910		26,761
Income tax receivable		1,927		1,959
Prepaid expenses		994		3,694
Prepaid expenses – related parties		12		12
Marketable securities		-		37,126
Other current assets		1,962		2,380
Total current assets		267,221		273,776
Property, plant and equipment, net		74,501		76,941
Other assets		4,114		5,252
Total noncurrent assets		78,615		82,193
Total Assets	$	345,836	$	355,969
Liabilities and Stockholders’ Equity
Accounts payable, inclusive of the blenders’ tax credit rebates due customers of $890 and $890, respectively	$	13,946	$	28,546
Accounts payable – related parties		6,999		7,799
Deferred revenue – current		3,488		3,772
Dividends payable		2,626		10,503
Accrued expenses and other current liabilities		5,073		5,477
Accrued expenses and other current liabilities – related parties		1		1
Total current liabilities		32,133		56,098
Deferred revenue – non-current		13,333		15,079
Other noncurrent liabilities		3,371		1,792
Total noncurrent liabilities		16,704		16,871
Total liabilities		48,837		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 September 30, 2023 and December 31, 2022		4		4
Accumulated other comprehensive loss		-		(1	)
Additional paid in capital		282,489		282,489
Retained earnings		14,506		508
Total stockholders’ equity		296,999		283,000
Total Liabilities and Stockholders’ Equity	$	345,836	$	355,969

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

FutureFuel Corp.

Consolidated Statements of Operations and Comprehensive Income

(Dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue	$	116,752		$	118,108		$	276,221		$	277,822
Revenue – related parties		-			33			20			376
Cost of goods sold		113,328			96,459			257,890			257,476
Cost of goods sold – related parties		(728	)		873			(700	)		4,089
Distribution		244			788			2,018			2,696
Distribution – related parties		38			36			132			130
Gross profit		3,870			19,985			16,901			13,807
Selling, general, and administrative expenses
Compensation expense		1,010			979			3,102			2,336
Other expense		1,247			995			3,130			2,844
Related party expense		153			154			462			458
Research and development expenses		1,163			967			3,242			2,401
Total operating expenses		3,573			3,095			9,936			8,039
Income from operations		297			16,890			6,965			5,768
Interest and dividend income		2,527			1,210			6,595			2,621
Interest expense		(36	)		(32	)		(103	)		(97	)
(Loss) gain on marketable securities		-			(590	)		575			(7,956	)
Other expense		-			(1	)		-			(3	)
Other income (expense)		2,491			587			7,067			(5,435	)
Income before taxes		2,788			17,477			14,032			333
Income tax provision		12			1,697			34			55
Net income	$	2,776		$	15,780		$	13,998		$	278

Earnings per common share
Basic	$	0.06		$	0.36		$	0.32		$	0.01
Diluted	$	0.06		$	0.36		$	0.32		$	0.01
Weighted average shares outstanding
Basic		43,763,243			43,763,243			43,763,243			43,763,243
Diluted		43,765,709			43,763,243			43,765,163			43,763,243

Comprehensive income
Net income	$	2,776		$	15,780		$	13,998		$	278
Other comprehensive (loss) income from unrealized net (losses) gains on available-for-sale debt securities		-			(71	)		2			(219	)
Income tax effect		-			15			(1	)		46
Total other comprehensive (loss) income, net of tax		-			(56	)		1			(173	)
Comprehensive income	$	2,776		$	15,724		$	13,999		$	105

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

FutureFuel Corp.

Consolidated Statements of Stockholders’ Equity

(Dollars in thousands)

(Unaudited)

	For the Nine Months Ended September 30, 2023
					Accumulated
					Other			Additional					Total
	Common Stock				Comprehensive			paid-in		Retained			Stockholders’
	Shares		Amount		(Loss) Income			Capital		Earnings			Equity
Balance - December 31, 2022		43,763,243	$	4	$	(1	)	$	282,489	$	508		$	283,000
Other comprehensive gain		-		-		17			-		-			17
Net income		-		-		-			-		21,081			21,081
Balance - March 31, 2023		43,763,243	$	4	$	16		$	282,489	$	21,589		$	304,098
Other comprehensive loss		-		-		(16	)		-		-			(16	)
Net loss		-		-		-			-		(9,859	)		(9,859	)
Balance - June 30, 2023		43,763,243	$	4	$	-		$	282,489	$	11,730		$	294,223
Net income		-		-		-			-		2,776			2,776
Balance - September 30, 2023		43,763,243	$	4	$	-		$	282,489	$	14,506		$	296,999

	For the Nine Months Ended September 30, 2022
					Accumulated
					Other			Additional					Total
	Common Stock				Comprehensive			paid-in		Retained			Stockholders’
	Shares		Amount		Income (Loss)			Capital		Earnings			Equity
Balance - December 31, 2021		43,763,243	$	4	$	178		$	282,443	$	6,303		$	288,928
Cash dividends declared, $0.24 per common share		-		-		-			-		(10,503	)		(10,503	)
Other comprehensive loss		-		-		(49	)		-		-			(49	)
Net loss		-		-		-			-		(12,398	)		(12,398	)
Balance - March 31, 2022		43,763,243	$	4	$	129		$	282,443	$	(16,598	)	$	265,978
Other comprehensive loss		-		-		(68	)		-		-			(68	)
Net loss		-		-		-			-		(3,104	)		(3,104	)
Balance - June 30, 2022		43,763,243	$	4	$	61		$	282,443	$	(19,702	)	$	262,806
Stock based compensation									46					46
Other comprehensive loss						(56	)							(56	)
Net income											15,780			15,780
Balance - September 30, 2022		43,763,243	$	4	$	5		$	282,489	$	(3,922	)	$	278,576

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

FutureFuel Corp.

Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

		Nine Months Ended September 30,
		2023 (Restated)		2022
Cash flows from operating activities
Net income		$	13,998	$	278
Adjustments to reconcile net income to net cash from operating activities:
Depreciation			7,736		7,850
Amortization of deferred financing costs			75		72
Benefit for deferred income taxes			-		(255	)
Change in fair value of equity securities	<

SEC Form 10-Q/A filed by FutureFuel Corp. (Amendment)