ALTO Alto Ingredients Inc

 

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): March 5, 2025

 

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 March 5, 2025, Alto Ingredients, Inc. issued a press release announcing certain results of operations for the three and twelve months ended December 31, 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 March 5, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

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: March 5, 2025	ALTO INGREDIENTS, INC.
	By:	/S/ AUSTE M. GRAHAM
		Auste M. Graham,
		Chief Legal Officer and Secretary

 

 

Exhibit 99.1

 

 

Alto Ingredients, Inc. Reports Fourth Quarter and Year-end 2024 Results

 

- Implemented Cost Savings Expected to Yield Approximately $8 Million Annually -
- Integrated Accretive Acquisition of a Beverage-grade Liquid CO₂ Processor -

- Considering Asset Sales, a Merger or Other Strategic Transactions - 

 

Pekin, IL, March 5, 2025 – Alto Ingredients, Inc. (NASDAQ: ALTO), a leading producer and distributor of specialty alcohols, renewable fuels and essential ingredients, reported its financial results for the quarter and year ended December 31, 2024.

 

Bryon McGregor, President and Chief Executive Officer of Alto Ingredients said, “During the fourth quarter of 2024 and the first quarter of 2025, we implemented cost saving initiatives, including cold idling our Magic Valley plant and lowering total company headcount by 16%. We expect these staffing reductions to save approximately $8 million annually beginning in the second quarter of 2025. While ensuring high customer service, we rightsized the company to our smaller organizational footprint to position for long-term sustainable growth.

 

“On January 1^st, we acquired a beverage-grade liquid carbon dioxide processor adjacent to our Columbia site. Bolstering economics and increasing asset valuation, this immediately accretive transaction has a compelling payback of less than two years as well as opportunities for cost synergies and expanded production. At our Pekin Campus, we continue to diligently pursue opportunities to optimize carbon, which has been historically underutilized and undervalued. Lastly, with the assistance of our financial and legal advisors, we are considering a broad range of options, including asset sales, a merger or other strategic transactions to better align the long-term value potential of the company.”

 

Chief Financial Officer Rob Olander added, “Our restructuring has improved Alto’s financial position going forward. In doing so, during the fourth quarter of 2024, we recognized over $30 million in asset impairments and prior acquisition-related expenses, which reset our base. Combining our reduced expense run rate with our improved performance at the Pekin wet mill, our synergistic acquisition of premium liquid CO2 processing and our entry into the European market, we are optimistic about 2025.”

 

Financial Results for the Three Months Ended December 31, 2024 Compared to 2023

 

●

Net sales were $236.3 million, compared to $273.6 million.

 

●

Cost of goods sold was $237.7 million, compared to $276.2 million.

 

●

Gross loss was $1.4 million, including $3.5 million in realized losses on derivatives, compared to a gross loss of $2.5 million, including $2.3 million in realized losses on derivatives.

 

●

Selling, general and administrative expenses were $7.4 million, compared to $7.8 million.

 

●

Expenses related to the Eagle Alcohol acquisition were $5.7 million, compared to $0.7 million.

 

●

Asset impairments were $24.8 million comprised of $21.4 million related to Magic Valley and $3.4 million related to Eagle Alcohol, compared to $6.0 million related to Eagle Alcohol.

 

●

Net loss attributable to common stockholders was $42.0 million, or $0.57 per share, compared to $19.3 million, or $0.26 per share.

 

●

Adjusted EBITDA was negative $7.7 million, including $3.5 million in realized losses on derivatives, compared to positive $3.5 million, including $2.3 million in realized losses on derivatives.

 

 

 

Cash and cash equivalents were $35.5 million at December 31, 2024, compared to $30.0 million at December 31, 2023. At December 31, 2024, the company’s borrowing availability was $88.1 million including $23.1 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 Twelve Months Ended December 31, 2024 Compared to 2023

 

●

Net sales were $965.3 million, compared to $1,222.9 million.

 

●

Net loss attributable to common stockholders was $60.3 million, including $32.5 million in expenses related to asset impairments and the company’s Eagle Alcohol acquisition, or $0.82 per share. This compares to $29.3 million, including $6.5 million in net expenses related to asset impairments, the company’s Eagle Alcohol acquisition and a USDA cash grant, or $0.40 per share.

 

●

Adjusted EBITDA was negative $8.5 million, including $2.5 million in realized losses on derivatives and $5.4 million in costs related to the biennial outage in the second quarter, compared to positive $20.8 million, including $1.6 million in realized gains on derivatives.

 

Fourth 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 Wednesday, March 5, 2025, 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 Wednesday, March 5, 2025, through 8:00 p.m. Eastern Time on Wednesday, March 12, 2025. To access the replay, please dial (877) 344-7529. International callers should dial 00-1 412-317-0088. The pass code will be 5306551.

 

 

 

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, 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) is a leading producer and distributor of specialty alcohols, renewable fuels and essential ingredients. 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 and future performance, including the timing and effects of its cost savings initiatives and its acquisition of a liquid carbon dioxide processor adjacent to its Columbia plant; Alto Ingredients’ capital projects, including its carbon capture and storage (CCS) project and opportunities to optimize carbon; 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 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, including CCS; 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 November 8, 2024.

 

Company IR and Media Contact:

 

Michael Kramer, Alto Ingredients, Inc., 916-403-2755

Investorrelations@altoingredients.com

 

IR Agency Contact:

 

Kirsten Chapman, Alliance Advisors Investor Relations, 415-433-3777

altoinvestor@allianceadvisors.com

 

 

 

ALTO INGREDIENTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share data)

 

		Three Months Ended December 31,								Years Ended December 31,
		2024				2023				2024				2023
Net sales		$	236,347			$	273,625			$	965,258			$	1,222,940
Cost of goods sold			237,738				276,150				955,536				1,207,287
Gross profit (loss)			(1,391	)			(2,525	)			9,722				15,653
Selling, general and administrative expenses			(7,358	)			(7,823	)			(29,736	)			(29,864	)
Acquisition-related expenses			(5,676	)			(700	)			(7,701	)			(2,800	)
Gain (loss) on sale of assets			—				(153	)			830				(293	)
Asset impairments			(24,790	)			(5,970	)			(24,790	)			(6,544	)
Loss from operations			(39,215	)			(17,171	)			(51,675	)			(23,848	)
Interest expense, net			(2,474	)			(2,126	)			(7,644	)			(7,425	)
Income from cash grant			—				—				—				2,812
Other income, net			150				449				508				553
Loss before provision for income taxes			(41,539	)			(18,848	)			(58,811	)			(27,908	)
Provision for income taxes			173				97				173				97
Net loss		$	(41,712	)		$	(18,945	)		$	(58,984	)		$	(28,005	)
Preferred stock dividends		$	(319	)		$	(319	)		$	(1,269	)		$	(1,265	)
Net loss attributable to common stockholders		$	(42,031	)		$	(19,264	)		$	(60,253	)		$	(29,270	)
Net loss per share, basic and diluted		$	(0.57	)		$	(0.26	)		$	(0.82	)		$	(0.40	)
Weighted-average shares outstanding, basic and diluted			73,835				72,969				73,482				73,339

 

 

 

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

 

		December 31, 2024				December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents		$	35,469			$	30,014
Restricted cash			742				15,466
Accounts receivable, net			58,217				58,729
Inventories			49,914				52,611
Derivative instruments			3,313				2,412
Other current assets			5,463				9,538
Total current assets			153,118				168,770
Property and equipment, net			214,742				248,748
Other Assets:
Right of use operating lease assets, net			20,553				22,597
Intangible assets, net			4,509				8,498
Other assets			8,516				5,628
Total other assets			33,578				36,723
Total Assets		$	401,438			$	454,241

 

 

 

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

 

		December 31, 2024				December 31, 2023
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	20,369			$	20,752
Accrued liabilities			24,214				20,205
Current portion – operating leases			4,851				4,333
Derivative instruments			1,177				13,849
Other current liabilities			7,193				6,149
Total current liabilities			57,804				65,288
Long-term debt, net			92,904				82,097
Operating leases, net of current portion			16,913				19,029
Other liabilities			8,754				8,270
Total Liabilities			176,375				174,684
Stockholders’ Equity:
Preferred stock, $0.001 par value; 10,000 shares authorized; Series A: no shares issued and outstanding as of December 31, 2024 and 2023 Series B: 927 shares issued and outstanding as of December 31, 2024 and 2023			1				1
Common stock, $0.001 par value; 300,000 shares authorized; 76,565 and 75,703 shares issued and outstanding as of December 31, 2024 and 2023, respectively			77				76
Non-voting common stock, $0.001 par value; 3,553 shares authorized; 1 share issued and outstanding as of December 31, 2024 and 2023			—				—
Additional paid-in capital			1,044,176				1,040,912
Accumulated other comprehensive income			4,975				2,481
Accumulated deficit			(824,166	)			(763,913	)
Total Stockholders’ Equity			225,063				279,557
Total Liabilities and Stockholders’ Equity		$	401,438			$	454,241

 

 

 

Reconciliation of Adjusted EBITDA to Net Loss

		Three Months Ended December 31,								Years Ended December 31,
(in thousands) (unaudited)		2024				2023				2024				2023
Net loss		$	(41,712	)		$	(18,945	)		$	(58,984	)		$	(28,005	)
Adjustments:
Interest expense			2,474				2,126				7,644				7,425
Interest income			(112	)			(265	)			(689	)			(854	)
Unrealized derivative (gains) losses			(5,495	)			8,162				(13,574	)			9,679
Acquisition-related expense			5,676				700				7,701				2,800
Provision for income taxes			173				97				173				97
Asset impairments			24,790				5,970				24,790				6,544
Depreciation and amortization expense			6,548				5,698				24,408				23,080
Total adjustments			34,054				22,488				50,453				48,771
Adjusted EBITDA		$	(7,658	)		$	3,543			$	(8,531	)		$	20,766

 

 

 

Segment Financials (unaudited, in thousands)

 

		Three Months Ended December 31,								Years Ended December 31,
		2024				2023				2024				2023
Net Sales
Pekin Campus, recorded as gross:
Alcohol sales		$	100,216			$	113,588			$	415,710			$	502,217
Essential ingredient sales			42,011				48,483				169,308				217,702
Intersegment sales			316				307				1,243				1,427
Total Pekin Campus sales			142,543				162,378				586,261				721,346
Marketing and distribution:
Alcohol sales, gross		$	37,230			$	46,844			$	216,295			$	262,587
Alcohol sales, net			60				73				229				365
Intersegment sales			2,831				2,920				10,833				11,654
Total marketing and distribution sales			40,121				49,837				227,357				274,606
Western production, recorded as gross:
Alcohol sales		$	41,306			$	44,496			$	115,389			$	166,971
Essential ingredient sales			12,769				16,650				36,953				57,264
Intersegment sales			—				35				(122	)			134
Total Western production sales			54,075				61,181				152,220				224,369
Corporate and other			2,755				3,491				11,374				15,834
Intersegment eliminations			(3,147	)			(3,262	)			(11,954	)			(13,215	)
Net sales as reported		$	236,347			$	273,625			$	965,258			$	1,222,940
Cost of goods sold :
Pekin Campus (1) (2)		$	139,899			$	163,497			$	563,033			$	710,089
Marketing and distribution			36,348				46,311				213,023				259,234
Western production (1)			59,449				65,042				172,209				230,444
Corporate and other			3,592				2,802				12,285				12,122
Intersegment eliminations			(1,550	)			(1,502	)			(5,014	)			(4,602	)
Cost of goods sold as reported		$	237,738			$	276,150			$	955,536			$	1,207,287
Gross profit (loss):
Pekin Campus		$	2,644			$	(1,119	)		$	23,228			$	11,257
Marketing and distribution			3,773				3,526				14,334				15,372
Western production			(5,374	)			(3,861	)			(19,989	)			(6,075	)
Corporate and other			(837	)			689				(911	)			3,712
Intersegment eliminations			(1,597	)			(1,760	)			(6,940	)			(8,613	)
Gross profit (loss) as reported		$	(1,391	)		$	(2,525	)		$	9,722			$	15,653

 

(1)	includes depreciation and amortization expense.

(2)	includes unrealized gain (loss) on derivatives.

 

 

 

Sales and Operating Metrics (unaudited)

 

		Three Months Ended December 31,								Years Ended December 31,
		2024				2023				2024				2023
Alcohol Sales (gallons in millions)
Pekin Campus renewable fuel gallons sold			32.1				31.8				125.7				136.2
Western production renewable fuel gallons sold			22.3				20.4				60.5				67.0
Third party renewable fuel gallons sold			19.0				20.2				108.3				102.6
Total renewable fuel gallons sold			73.4				72.4				294.5				305.8
Specialty alcohol gallons sold			21.7				20.1				91.5				76.7
Total gallons sold			95.1				92.5				386.0				382.5
Sales Price per Gallon
Pekin Campus		$	1.89			$	2.23			$	1.95			$	2.40
Western production		$	1.86			$	2.18			$	1.91			$	2.49
Marketing and distribution		$	1.96			$	2.32			$	2.00			$	2.56
Total		$	1.88			$	2.24			$	1.95			$	2.47
Alcohol Production (gallons in millions)
Pekin Campus			55.4				51.6				212.4				209.7
Western production			21.2				20.8				58.7				68.1
Total			76.6				72.4				271.1				277.8
Corn Cost per Bushel
Pekin Campus		$	4.17			$	5.10			$	4.45			$	6.32
Western production		$	5.79			$	6.44			$	5.73			$	7.45
Total		$	4.63			$	5.46			$	4.72			$	6.58
Average Market Metrics
PLATTS Ethanol price per gallon		$	1.60			$	1.96			$	1.69			$	2.22
CME Corn cost per bushel		$	4.26			$	4.76			$	4.24			$	5.64
Board corn crush per gallons (1)		$	0.08			$	0.26			$	0.18			$	0.21
Essential Ingredients Sold (thousand tons)
Pekin Campus:
Distillers grains			85.3				80.2				336.4				332.7
CO2			52.7				43.4				188.6				182.4
Corn wet feed			41.4				25.0				121.8				95.0
Corn dry feed			22.0				23.3				87.2				90.6
Corn oil and germ			21.0				18.2				75.1				73.8
Syrup and other			10.0				12.7				38.6				41.2
Corn meal			9.3				9.0				35.4				36.8
Yeast			5.4				6.2				23.2				25.9
Total Pekin Campus essential ingredients sold			247.1				218.0				906.3				878.4

 

 

 

		Three Months Ended December 31,								Years Ended December 31,
			2024				2023				2024				2023
Western production:
Distillers grains			144.3				152.0				394.5				459.7
CO2			14.6				13.8				57.7				55.5
Syrup and other			17.2				47.5				54.8				119.1
Corn oil			3.1				2.8				7.6				8.0
Total Western production essential ingredients sold			179.2				216.1				514.6				642.3
Total Essential Ingredients Sold			426.3				434.1				1,420.9				1,520.7
Essential ingredients return % (2)
Pekin Campus return			49.5	%			51.9	%			49.7	%			45.7	%
Western production return			30.3	%			36.3	%			32.0	%			33.4	%
Consolidated total return			43.1	%			46.8	%			45.2	%			42.4	%

 

(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.

 

####

 

 

v3.25.0.1

Cover	Mar. 05, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 05, 2025
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

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