Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2024

ALTO INGREDIENTS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-21467		41-2170618
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1300 South Second Street Pekin, Illinois		61554
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (916) 403-2123

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.001 par value		ALTO		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

On August 6, 2024, Alto Ingredients, Inc. issued a press release announcing certain results of operations for the three and six months ended June 30, 2024. A copy of the press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K is not incorporated by reference into any filings of Alto Ingredients, Inc. made under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in the filing unless specifically stated so therein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number		Description
99.1		Press Release dated August 6, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL)

-1-

SIGNATURES

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

Date: August 6, 2024	ALTO INGREDIENTS, INC.

	By:	/S/ ROBERT R. OLANDER
		Robert R. Olander,
		Chief Financial Officer

-2-

Exhibit 99.1

Alto Ingredients, Inc. Reports Second Quarter 2024 Results

Pekin, IL, August 6, 2024 – Alto Ingredients, Inc. (NASDAQ: ALTO), a producer and distributor of renewable fuel, essential ingredients and specialty alcohols, reported its financial results for the quarter ended June 30, 2024.

Bryon McGregor, President and CEO of Alto Ingredients, said, “Our Pekin Campus has been producing alcohol and serving customers for over 150 years throughout many market cycles. We continue to strengthen our facilities by reinvesting our cash flow from operations and excess liquidity in capital upgrades as well as repairs and maintenance. Most notably, our recent biennial outage at our Pekin wet mill improved capacity utilization, while reducing our fixed costs per unit at the mill. Even with over $5 million of expenses related to these planned facility outages, our Pekin Campus delivered over $10 million of gross profit in the second quarter of 2024, up from over $4 million in the first quarter of 2024.

“Our Pekin Campus is fully operational and taking advantage of the favorable summer driving season economics. In July, average crush margins more than doubled compared to the second quarter. At Magic Valley, we resumed operations in early July and are encouraged by the initial results. We expect to increase production rates in the coming weeks as we complete the system upgrades.

“If current margins hold and we continue to hit our production targets, we expect to deliver positive Adjusted EBITDA for the third quarter. We are excited to see our initiatives come to fruition, bolstering our ability to continue serving our customers for many years to come,” McGregor concluded.

Financial Results for the Three Months Ended June 30, 2024 Compared to 2023

●

Net sales were $236.5 million, compared to $317.3 million.

●

Cost of goods sold was $228.9 million, compared to $300.1 million.

●

Gross profit was $7.6 million, including $2.9 million in realized losses on derivatives and $5.4 million in costs related to the planned Pekin Campus outages, compared to a gross profit of $17.2 million, including $5.5 million in realized gains on derivatives.

●

Selling, general and administrative expenses were $9.0 million, compared to $7.9 million.

●

Net loss available to common stockholders was $3.4 million, or $0.05 per share, compared to net income available to common stockholders $7.2 million, or $0.10 per share.

●

Adjusted EBITDA was negative $5.9 million, including $2.9 million in realized losses on derivatives and $5.4 million in costs related to planned Pekin Campus outages, compared to positive $14.0 million, including $5.5 million in realized gains on derivatives.

Cash and cash equivalents were $27.1 million at June 30, 2024, compared to $30.0 million at December 31, 2023. At June 30, 2024, the company’s borrowing availability was $95.0 million including $30.0 million under the company’s operating line of credit and $65.0 million under its term loan facility, subject to certain conditions.

Financial Results for the Six Months Ended June 30, 2024 Compared to 2023

●

Net sales were $477.1 million, compared to $631.2 million.

●

Net loss available to common stockholders was $15.5 million, or $0.21 per share, compared to $6.2 million, or $0.08 per share.

●

Adjusted EBITDA was negative $13.0 million, including $2.7 million in realized losses on derivatives and $5.4 million in costs related to the biennial outage, compared to positive $3.6 million, including $2.2 million in realized losses on derivatives.

Second Quarter 2024 Results Conference Call

Management will host a conference call at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time on Tuesday, August 6, 2024, and will deliver prepared remarks via webcast followed by a question-and-answer session.

The webcast for the conference call can be accessed from Alto Ingredients’ website at www.altoingredients.com. Alternatively, to receive a number and unique PIN by email, register here. To dial directly up to twenty minutes prior to the scheduled call time, please dial (833) 630-0017 domestically and (412) 317-1806 internationally. The webcast will be archived for replay on the Alto Ingredients website for one year. In addition, a telephonic replay will be available at 8:00 p.m. Eastern Time on Tuesday, August 6, 2024, through 8:00 p.m. Eastern Time on Tuesday, August 13, 2024. To access the replay, please dial (877) 344-7529. International callers should dial 00-1 412-317-0088. The pass code will be 3306041.

Use of Non-GAAP Measures

Management believes that certain financial measures not in accordance with generally accepted accounting principles ("GAAP") are useful measures of operations. The company defines Adjusted EBITDA as unaudited consolidated net income (loss) before interest expense, interest income, provision for income taxes, asset impairments, loss on extinguishment of debt, unrealized derivative gains and losses, acquisition-related expense and depreciation and amortization expense. A table is provided at the end of this release that provides a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure, net income (loss). Management provides this non-GAAP measure so that investors will have the same financial information that management uses, which may assist investors in properly assessing the company's performance on a period-over-period basis. Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered as an alternative to net income (loss) or any other measure of performance under GAAP, or to cash flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity. Adjusted EBITDA has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of the company's results as reported under GAAP.

About Alto Ingredients, Inc.

Alto Ingredients, Inc. (NASDAQ: ALTO) produces and distributes renewable fuel, essential ingredients and specialty alcohols. Leveraging the unique qualities of its facilities, the company serves customers in a wide range of consumer and commercial products in the Health, Home & Beauty; Food & Beverage; Industry & Agriculture; Essential Ingredients; and Renewable Fuels markets. For more information, please visit www.altoingredients.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Statements and information contained in this communication that refer to or include Alto Ingredients’ estimated or anticipated future results or other non-historical expressions of fact are forward-looking statements that reflect Alto Ingredients’ current perspective of existing trends and information as of the date of the communication. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “should,” “estimate,” “expect,” “forecast,” “outlook,” “guidance,” “intend,” “may,” “might,” “will,” “possible,” “potential,” “predict,” “project,” or other similar words, phrases or expressions. Such forward-looking statements include, but are not limited to, statements concerning Alto Ingredients’ projected outlook, future performance, margin improvements and crush spreads; Alto Ingredients’ repair and maintenance programs, plant improvements and other capital projects, and their financing, costs, timing and effects; and Alto Ingredients’ other plans, objectives, expectations and intentions. It is important to note that Alto Ingredients’ plans, objectives, expectations and intentions are not predictions of actual performance. Actual results may differ materially from Alto Ingredients’ current expectations depending upon a number of factors affecting Alto Ingredients’ business and plans. These factors include, among others adverse economic and market conditions, including for renewable fuels, specialty alcohols and essential ingredients; export conditions and international demand for the company’s products; fluctuations in the price of and demand for oil and gasoline; raw material costs, including production input costs, such as corn and natural gas; adverse impacts of inflation and supply chain constraints; and the cost, ability to fund, timing and effects of, including the financial and other results deriving from, Alto Ingredients’ repair and maintenance programs, plant improvements and other capital projects, including carbon capture and storage (CCS), and other business initiatives and strategies. These factors also include, among others, the inherent uncertainty associated with financial and other projections and large-scale capital projects; the anticipated size of the markets and continued demand for Alto Ingredients’ products; the impact of competitive products and pricing; the risks and uncertainties normally incident to the alcohol production, marketing and distribution industries; changes in generally accepted accounting principles; successful compliance with governmental regulations applicable to Alto Ingredients’ facilities, products and/or businesses; changes in laws, regulations and governmental policies, including with respect to the Inflation Reduction Act’s tax and other benefits Alto Ingredients expects to derive from CCS; the loss of key senior management or staff; and other events, factors and risks previously and from time to time disclosed in Alto Ingredients’ filings with the Securities and Exchange Commission including, specifically, those factors set forth in the “Risk Factors” section contained in Alto Ingredients’ Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2024.

Company IR and Media Contact:

Michael Kramer, Alto Ingredients, Inc., 916-403-2755, Investorrelations@altoingredients.com

IR Agency Contact:

Kirsten Chapman, LHA Investor Relations, 415-433-3777, Investorrelations@altoingredients.com

ALTO INGREDIENTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023

Net sales	$	236,468		$	317,297		$	477,097		$	631,188
Cost of goods sold		228,915			300,116			471,944			617,171
Gross profit		7,553			17,181			5,153			14,017
Selling, general and administrative expenses		8,961			7,911			16,893			15,793
Asset impairments		—			—			—			574
Income (loss) from operations		(1,408	)		9,270			(11,740	)		(2,350	)
Interest expense, net		(1,669	)		(1,734	)		(3,303	)		(3,299	)
Other income (expense), net		(29	)		59			212			78
Income (loss) before provision for income taxes		(3,106	)		7,595			(14,831	)		(5,571	)
Provision for income taxes		—			—			—			—
Net income (loss)	$	(3,106	)	$	7,595		$	(14,831	)	$	(5,571	)
Preferred stock dividends	$	(316	)	$	(315	)	$	(631	)	$	(627	)
Net income allocated to participating securities		—			(96	)		—			—
Net income (loss) available to common stockholders	$	(3,422	)	$	7,184		$	(15,462	)	$	(6,198	)
Net income (loss) per share, basic	$	(0.05	)	$	0.10		$	(0.21	)	$	(0.08	)
Net income (loss) per share, diluted	$	(0.05	)	$	0.10		$	(0.21	)	$	(0.08	)
Weighted-average shares outstanding, basic		73,486			73,394			73,126			73,603
Weighted-average shares outstanding, diluted		73,486			74,103			73,126			73,603

ALTO INGREDIENTS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except par value)

	June 30, 2024		December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	27,124	$	30,014
Restricted cash		1,287		15,466
Accounts receivable, net		64,081		58,729
Inventories		49,434		52,611
Derivative instruments		5,606		2,412
Other current assets		6,126		9,538
Total current assets		153,658		168,770
Property and equipment, net		244,893		248,748
Other Assets:
Right of use operating lease assets, net		20,404		22,597
Intangible assets, net		8,204		8,498
Other assets		5,339		5,628
Total other assets		33,947		36,723
Total Assets	$	432,498	$	454,241

ALTO INGREDIENTS, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(unaudited, in thousands, except par value)

	June 30, 2024			December 31, 2023
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	20,132		$	20,752
Accrued liabilities		16,504			20,205
Current portion – operating leases		4,481			4,333
Derivative instruments		2,764			13,849
Other current liabilities		5,886			6,149
Total current liabilities		49,767			65,288

Long-term debt, net		90,960			82,097
Operating leases, net of current portion		16,828			19,029
Other liabilities		9,120			8,270
Total Liabilities		166,675			174,684

Stockholders’ Equity:
Preferred stock, $0.001 par value; 10,000 shares authorized; Series A: no shares issued and outstanding as of June 30, 2024 and December 31, 2023 Series B: 927 shares issued and outstanding as of June 30, 2024 and December 31, 2023		1			1
Common stock, $0.001 par value; 300,000 shares authorized; 76,645 and 75,703 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		77			76
Non-voting common stock, $0.001 par value; 3,553 shares authorized; 1 share issued and outstanding as of June 30, 2024 and December 31, 2023		—			—
Additional paid-in capital		1,042,639			1,040,912
Accumulated other comprehensive income		2,481			2,481
Accumulated deficit		(779,375	)		(763,913	)
Total Stockholders’ Equity		265,823			279,557
Total Liabilities and Stockholders’ Equity	$	432,498		$	454,241

Reconciliation of Adjusted EBITDA to Net Income

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands) (unaudited)	2024			2023			2024			2023
Net income (loss)	$	(3,106	)	$	7,595		$	(14,831	)	$	(5,571	)
Adjustments:
Interest expense		1,669			1,734			3,303			3,299
Interest income		(150	)		(190	)		(325	)		(411	)
Unrealized derivative (gains) losses		(11,089	)		(1,474	)		(14,279	)		(7,400	)
Acquisition-related expense		675			700			1,350			1,400
Asset impairments		—			—			—			574
Depreciation and amortization expense		6,074			5,680			11,802			11,735
Total adjustments		(2,821	)		6,450			1,851			9,197
Adjusted EBITDA	$	(5,927	)	$	14,045		$	(12,980	)	$	3,626

Sales and Operating Metrics (unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Alcohol Sales (gallons in millions)
Pekin Campus renewable fuel gallons sold		30.7		34.7		62.5		70.0
Western production renewable fuel gallons sold		9.0		16.5		20.2		24.4
Third party renewable fuel gallons sold		34.4		26.6		64.1		60.5
Total renewable fuel gallons sold		74.1		77.8		146.8		154.9
Specialty alcohol gallons sold		21.0		16.6		47.3		38.0
Total gallons sold		95.1		94.4		194.1		192.9

Sales Price per Gallon
Pekin Campus	$	1.98	$	2.54	$	1.94	$	2.46
Western production	$	1.94	$	2.69	$	1.86	$	2.67
Marketing and distribution	$	2.04	$	2.73	$	1.94	$	2.60
Total	$	2.00	$	2.63	$	1.93	$	2.52

Alcohol Production (gallons in millions)
Pekin Campus		50.0		53.0		103.6		106.3
Western production		8.6		17.5		18.3		24.8
Total		58.6		70.5		121.9		131.1

Corn Cost per Bushel
Pekin Campus	$	4.50	$	7.06	$	4.62	$	6.83
Western production	$	5.78	$	8.14	$	5.84	$	8.42
Total	$	4.68	$	7.32	$	4.81	$	7.19

Sales and Operating Metrics (unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Average Market Metrics
PLATTS Ethanol price per gallon	$	1.79		$	2.45		$	1.67		$	2.33
CME Corn cost per bushel	$	4.43		$	6.25		$	4.39		$	6.42
Board corn crush per gallons (1)	$	0.21		$	0.22		$	0.10		$	0.03

Essential Ingredients Sold (thousand tons)
Pekin Campus:
Distillers grains		79.7			76.4			167.4			167.2
CO2		43.3			47.8			82.4			90.1
Corn wet feed		24.8			15.0			50.4			41.7
Corn dry feed		19.8			23.7			38.7			45.2
Corn oil and germ		17.5			18.5			35.3			37.8
Syrup and other		11.1			8.8			20.6			19.3
Corn meal		8.0			10.2			16.3			19.6
Yeast		5.8			6.9			11.5			13.3
Total Pekin Campus essential ingredients sold		210.0			207.3			422.6			434.2

Western production:
Distillers grains		61.8			109.1			133.6			163.1
CO2		15.1			13.2			28.4			26.8
Syrup and other		2.0			32.9			16.2			36.4
Corn oil		0.9			1.6			2.4			2.9
Total Western production essential ingredients sold		79.8			156.8			180.6			229.2

Total Essential Ingredients Sold		289.8			364.1			603.2			663.4


Essential ingredients return % (2)
Pekin Campus return		48.8	%		41.3	%		50.0	%		43.8	%
Western production return		35.1	%		30.3	%		37.4	%		33.2	%
Consolidated total return		45.6	%		38.3	%		47.8	%		41.7	%

(1)	Assumes corn conversion of 2.80 gallons of alcohol per bushel of corn.
(2)	Essential ingredients revenues as a percentage of total corn costs consumed.

Segment Financials (unaudited, in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net Sales
Pekin Campus, recorded as gross:
Alcohol sales	$	100,687		$	127,694		$	209,035		$	260,075
Essential ingredient sales		39,371			53,954			86,080			117,585
Intersegment sales		286			444			606			757
Total Pekin Campus sales		140,344			182,092			295,721			378,417

Marketing and distribution:
Alcohol sales, gross	$	70,157		$	72,589		$	124,587		$	156,936
Alcohol sales, net		64			104			98			218
Intersegment sales		2,388			2,499			5,140			5,342
Total marketing and distribution sales		72,609			75,192			129,825			162,496

Western production, recorded as gross:
Alcohol sales	$	17,456		$	44,384		$	37,690		$	65,316
Essential ingredient sales		5,950			14,421			13,776			22,773
Intersegment sales		—			62			(130	)		62
Total Western production sales		23,406			58,867			51,336			88,151

Corporate and other		2,783			4,151			5,831			8,285
Intersegment eliminations		(2,674	)		(3,005	)		(5,616	)		(6,161	)
Net sales as reported	$	236,468		$	317,297		$	477,097		$	631,188
Cost of goods sold:
Pekin Campus	$	130,200		$	168,419		$	281,311		$	366,596
Marketing and distribution		69,437			71,746			123,123			154,871
Western production		27,167			57,834			63,683			91,815
Corporate and other		2,943			3,414			5,738			5,786
Intersegment eliminations		(832	)		(1,297	)		(1,911	)		(1,897	)
Cost of goods sold as reported	$	228,915		$	300,116		$	471,944		$	617,171
Gross profit (loss):
Pekin Campus	$	10,144		$	13,673		$	14,410		$	11,821
Marketing and distribution		3,172			3,446			6,702			7,625
Western production		(3,761	)		1,033			(12,347	)		(3,664	)
Corporate and other		(160	)		737			93			2,499
Intersegment eliminations		(1,842	)		(1,708	)		(3,705	)		(4,264	)
Gross profit (loss) as reported	$	7,553		$	17,181		$	5,153		$	14,017

####

Cover	Aug. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 06, 2024
Entity File Number	000-21467
Entity Registrant Name	ALTO INGREDIENTS, INC.
Entity Central Index Key	0000778164
Entity Tax Identification Number	41-2170618
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1300 South Second Street
Entity Address, City or Town	Pekin
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	61554
City Area Code	916
Local Phone Number	403-2123
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	ALTO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false