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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): May 8, 2023

 

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 May 8, 2023, Alto Ingredients, Inc. issued a press release announcing certain results of operations for the three months ended March 31, 2023. 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 May 8, 2023
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

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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: May 8, 2023 ALTO INGREDIENTS, INC.
     
  By: /S/ AUSTE M. GRAHAM
  Auste M. Graham,
    General Counsel, Vice President and Secretary.

 

 

 

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Exhibit 99.1

 

 

 

Alto Ingredients, Inc. Reports First Quarter 2023 Results

- Generated Sequential, Monthly Performance Improvements in 2023 -

- Resumed Operations at Magic Valley, Idaho Plant in April 2023 -

- Expects Positive Adjusted EBITDA in Q2 2023 -

 

Pekin, IL, May 8, 2023 – Alto Ingredients, Inc. (NASDAQ: ALTO), a leading producer and distributor of specialty alcohols and essential ingredients, reported its financial results for the quarter ended March 31, 2023.

 

“In 2023, we continue to make good progress executing our transformative capital initiatives to drive our EBITDA expansion goals, and we are also pleased that current market improvements are positively impacting our business,” said Mike Kandris, CEO of Alto Ingredients. “Since December 2022, the market environment has improved sequentially each month. For the month of March, we generated positive bottom-line financial results. Based on current ethanol crush margins, we expect positive Adjusted EBITDA for the second quarter of 2023.”

 

“We are confident in our ability to fund our near-term projects through a combination of working capital, our term loan facility and cash generated from our operating activities. We expect to achieve roughly $65 million of additional annualized EBITDA by the end of 2025, which we expect to increase to $125 million annualized EBITDA by the end of 2026. Overall, we believe these initiatives will significantly improve long-term shareholder value,” concluded Kandris.

 

Alto Ingredients produces renewable products, specifically, specialty alcohols, essential ingredients and renewable fuel. Each of the company’s initiatives to expand EBITDA advances sustainability. Recent project updates follow.

 

New 190 proof and low-moisture 200 proof grain neutral spirits products are attracting new and existing beverage customers on a spot purchase basis. The company expects to secure additional volume commitments during the annual contracting period for 2024.
   
Magic Valley’s corn oil and high protein technology installation is complete, and the operating systems are undergoing alignment for optimal efficiency.

 

Fully operational, the new silo at the Pekin campus is already reducing costs and improving plant reliability.

 

Updates regarding several third-party, front-end engineering and design (FEED) studies include:

 

oEngaged firm for primary yeast production.

 

oSelected a firm for carbon capture and sequestration (CCS) to determine capture, compression, and energy requirements, and evaluating partners to provide turnkey transportation, sequestration, and monitoring services.

 

oCompleted new natural gas pipeline study, started initial routing steps and advanced to definitive land agreements and the construction permit application process.

 

oCompleted study for cogeneration, which is expected to reduce energy costs at the company’s Pekin campus and support the increased energy requirements for both the primary yeast and CCS initiatives.

 

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Financial Results for the Three Months Ended March 31, 2023 Compared to 2022

 

Net sales were $313.9 million, compared to $308.1 million.

 

Cost of goods sold was $317.1 million, compared to $303.3 million.

 

Gross loss was $3.2 million, compared to gross profit of $4.8 million.

 

Selling, general and administrative expenses were $7.9 million, compared to $7.6 million.

 

Operating loss was $11.6 million, compared to $2.9 million.

 

Net loss available to common stockholders was $13.5 million, or $0.18 per share, compared to $2.9 million, or $0.04 per share.

 

Adjusted EBITDA was negative $4.5 million, compared to positive Adjusted EBITDA of $4.4 million.

 

Cash and cash equivalents were $21.2 million at March 31, 2023, compared to $36.5 million at December 31, 2022. Working capital was $117.8 million at March 31, 2023, compared to $121.1 million at December 31, 2022. The company’s term loan facility has $40 million of remaining borrowing availability and an option to request up to an additional $25 million. These resources represent more than $180 million to support business operations and growth initiatives.

 

First Quarter 2023 Results Conference Call

 

Management will host a conference call at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time on Monday, May 8, 2023, 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 twenty minutes prior to the scheduled call time, 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 Monday, May 8, 2023, through 8:00 p.m. Eastern Time on Monday, May 15, 2023. To access the replay, please dial 877-344-7529. International callers should dial 00-1 412-317-0088. The pass code will be 7191805.

  

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, acquisition-related expense, fair value adjustments, 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.

 

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About Alto Ingredients, Inc.

 

Alto Ingredients, Inc. (ALTO) is a leading producer and distributor of specialty alcohols and essential ingredients. The company is focused on products for four key markets: Health, Home & Beauty; Food & Beverage; Essential Ingredients; and Renewable Fuels. The company’s customers include major food and beverage companies and consumer products companies. 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’ plant improvement and other business initiatives and strategies, and their timing and effects, including, but not limited to, EBITDA and/or Adjusted EBITDA that Alto Ingredients’ expects to generate as a result of its initiatives and strategies; and Alto Ingredients’ other plans, objectives, expectations and intentions; estimates of future EBITDA or Adjusted EBITDA. 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 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; and the cost, ability to fund, timing and effects of, including the financial results deriving from, Alto Ingredients’ plant improvement and other business initiatives and strategies. These factors also include, among others, the inherent uncertainty associated with financial and other projections; 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 specialty alcohol production and marketing 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; the loss of key senior management or staff; the inability to timely and successfully implement business strategies, and fund or complete capital improvement projects and other initiatives; 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’ Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2023.

 

Media Contact:

 

Bryon McGregor, Alto Ingredients, Inc., 916-403-2768, [email protected]

 

Company IR Contact:

 

Michael Kramer, Alto Ingredients, Inc., 916-403-2755, [email protected]

 

IR Agency Contact:

 

Kirsten Chapman, LHA Investor Relations, 415-433-3777, [email protected]

 

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ALTO INGREDIENTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share data)

 

   Three Months Ended
March 31,
 
   2023   2022 
Net sales  $313,891   $308,118 
Cost of goods sold   317,055    303,345 
Gross profit (loss)   (3,164)   4,773 
Selling, general and administrative expenses   (7,882)   (7,629)
Asset impairments   (574)    
Loss from operations   (11,620)   (2,856)
Interest expense, net   (1,565)   (200)
Other income, net   19    454 
Loss before provision for income taxes   (13,166)   (2,602)
Provision for income taxes        
Net loss  $(13,166)  $(2,602)
Preferred stock dividends  $(312)  $(312)
Net loss available to common stockholders  $(13,478)  $(2,914)
Net loss per share, basic and diluted  $(0.18)  $(0.04)
Weighted-average shares outstanding, basic   73,815    71,390 
Weighted-average shares outstanding, diluted   73,815    71,390 

 

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

 

 

ASSETS  March 31,
2023
   December 31,
2022
 
Current Assets:        
Cash and cash equivalents  $21,173   $36,456 
Restricted cash   5,263    13,069 
Accounts receivable, net   66,537    68,655 
Inventories   67,147    66,628 
Derivative instruments   6,267    4,973 
Other current assets   5,217    9,340 
Total current assets   171,604    199,121 
Property and equipment, net   244,172    239,069 
Other Assets:          
Right of use operating lease assets, net   23,046    18,937 
Intangible assets, net   8,940    9,087 
Goodwill   5,970    5,970 
Other assets   6,172    6,137 
Total other assets   44,128    40,131 
Total Assets  $459,904   $478,321 

 

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

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY  March 31,
2023
   December 31,
2022
 
Current Liabilities:        
Accounts payable  $24,406   $28,115 
Accrued liabilities   17,334    26,556 
Current portion – operating leases   3,856    3,849 
Derivative instruments   2,100    6,732 
Other current liabilities   6,150    12,765 
Total current liabilities   53,846    78,017 
           
Long-term debt   83,739    68,356 
Operating leases, net of current portion   19,678    15,062 
Other liabilities   8,966    8,797 
Total Liabilities   166,229    170,232 
           
Stockholders’ Equity:          
Preferred stock, $0.001 par value; 10,000 shares authorized; Series A: no shares issued and outstanding as of March 31, 2023 and December 31, 2022 Series B: 927 shares issued and outstanding as of March 31, 2023 and December 31, 2022   1    1 
Common stock, $0.001 par value; 300,000 shares authorized; 76,187 and 75,154 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively   76    75 
Non-voting common stock, $0.001 par value; 3,553 shares authorized; 1 share issued and outstanding as of March 31, 2023 and December 31, 2022        
Additional paid-in capital   1,039,897    1,040,834 
Accumulated other comprehensive income   1,822    1,822 
Accumulated deficit   (748,121)   (734,643)
Total Stockholders’ Equity   293,675    308,089 
Total Liabilities and Stockholders’ Equity  $459,904   $478,321 

 

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Reconciliation of Adjusted EBITDA to Net Income (Loss)

(in thousands) (unaudited)

 

   Three Months Ended
March 31,
 
  2023   2022 
Net loss  $(13,166)  $(2,602)
Adjustments:          
Interest expense   1,565    200 
Interest income   (221)   (158)
Acquisition-related expense   700    875 
Asset impairments   574     
Depreciation and amortization expense   6,055    6,134 
Total adjustments   8,673    7,051 
Adjusted EBITDA  $(4,493)  $4,449 

 

Commodity Price Performance

(unaudited)

 

   Three Months Ended
March 31,
 
  2023   2022 
Renewable fuel production gallons sold (in millions)   37.1    49.2 
Specialty alcohol production gallons sold (in millions)   21.4    23.3 
Third party renewable fuel gallons sold (in millions)   33.9    30.7 
Total gallons sold (in millions)   92.4    103.2 
          
Total gallons produced (in millions)   60.6    74.3 
Production capacity utilization   70%   86%
          
Average sales price per gallon  $2.43   $2.46 
Average CBOT ethanol price per gallon  $2.21   $2.16 
          
Corn cost per bushel – CBOT equivalent  $6.61   $6.22 
Average basis  $0.46   $0.64 
Delivered corn cost  $7.07   $6.86 
          
Total essential ingredients tons sold (in thousands)   299.3    398.8 
Essential ingredient return % (1)   44.5%   36.4%

 

 
(1)Essential ingredients revenue as a percentage of delivered cost of corn.

 

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Segment Financials

(in thousands) (unaudited)

 

  Three Months Ended
March 31,
 
  2023   2022 
Net sales        
         
Pekin Campus production, recorded as gross:        
Alcohol sales  $132,381   $116,050 
Essential ingredient sales   63,631    55,280 
Intersegment sales   313    256 
Total Pekin Campus sales   196,325    171,586 
           
Marketing and distribution:          
Alcohol sales, gross  $84,381   $53,926 
Alcohol sales, net   114    351 
Intersegment sales   2,843    2,996 
Total marketing and distribution sales   87,338    57,273 
           
Other production, recorded as gross:          
Alcohol sales  $20,932   $59,805 
Essential ingredient sales   8,353    18,938 
Intersegment sales   1    12 
Total Other production sales   29,286    78,755 
           
Corporate and other   4,099    3,768 
Intersegment eliminations   (3,157)   (3,264)
Net sales as reported  $313,891   $308,118 
           
Cost of goods sold:        
Pekin Campus production  $198,178   $168,881 
Marketing and distribution   83,126    54,716 
Other production   33,982    78,244 
Corporate and other   2,369    2,872 
Intersegment eliminations   (600)   (1,368)
Cost of goods sold as reported  $317,055   $303,345 
           
Gross profit (loss):          
Pekin Campus production  $(1,853)  $2,705 
Marketing and distribution   4,212    2,557 
Other production   (4,696)   511 
Corporate and other   1,730    896 
Intersegment eliminations   (2,557)   (1,896)
Gross profit (loss) as reported  $(3,164)  $4,773 

 

####

 

 

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