Alto Ingredients, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS. ALTO INGREDIENTS, INC. CONSOLIDATED BALANCE SHEETS (in thousands) June 30, December 31, ASSETS 2022 2021 (unaudited) * Current Assets: Cash and cash equivalents $ 57,376 $ 50,612 Restricted cash 17,361 11,513 Accounts receivable, net (net of allowance for doubtful accounts of $ 444 and $ 378 , respectively) 92,744 86,888 Inventories 67,438 54,373 Derivative instruments 27,488 15,839 Notes receivable, current — 3,125 Other current assets 11,081 7,176 Total current assets 273,488 229,526 Property and equipment, net 222,946 222,550 Other Assets: Right of use operating lease assets, net 14,004 13,413 Notes receivable, noncurrent — 11,641 Intangible assets, net 9,381 2,678 Goodwill 5,908 — Other assets 5,592 5,145 Total other assets 34,885 32,877 Total Assets $ 531,319 $ 484,953 * Amounts derived from the audited consolidated financial statements for the year ended December 31, 2021. See accompanying notes to consolidated financial statements. 1 ALTO INGREDIENTS, INC. CONSOLIDATED BALANCE SHEETS (CONTINUED) (in thousands, except par value) June 30, December 31, LIABILITIES AND STOCKHOLDERS’ EQUITY 2022 2021 (unaudited) * Current Liabilities: Accounts payable – trade $ 21,478 $ 23,251 Accrued liabilities 21,404 21,307 Current portion – operating leases 4,132 3,909 Derivative instruments 32,770 13,582 Other current liabilities 15,340 7,553 Total current liabilities 95,124 69,602 Long-term debt, net of current portion 52,518 50,361 Operating leases, net of current portion 9,801 9,382 Other liabilities 10,288 10,394 Total Liabilities 167,731 139,739 Commitments and Contingencies (Note 7) Stockholders’ Equity: Alto Ingredients, Inc. Stockholders’ Equity: Preferred stock, $ 0.001 par value; 10,000 shares authorized; Series A: 1,684 shares authorized; no shares issued and outstanding as of June 30, 2022 and December 31, 2021; Series B: 1,581 shares authorized; 927 shares issued and outstanding as of June 30, 2022 and December 31, 2021; liquidation preference of $ 18,075 as of June 30, 2022 1 1 Common stock, $ 0.001 par value; 300,000 shares authorized; 74,188 and 72,778 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively 74 73 Non-voting common stock, $ 0.001 par value; 3,553 shares authorized; 1 share issued and outstanding as of June 30, 2022 and December 31, 2021, respectively — — Additional paid-in capital 1,036,692 1,037,205 Accumulated other comprehensive loss ( 284 ) ( 284 ) Accumulated deficit ( 672,895 ) ( 691,781 ) Total Stockholders’ Equity 363,588 345,214 Total Liabilities and Stockholders’ Equity $ 531,319 $ 484,953 * Amounts derived from the audited consolidated financial statements for the year ended December 31, 2021. See accompanying notes to consolidated financial statements. 2 ALTO INGREDIENTS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited, in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net sales $ 362,189 $ 298,110 $ 670,307 $ 516,844 Cost of goods sold 353,345 282,877 656,690 487,774 Gross profit 8,844 15,233 13,617 29,070 Selling, general and administrative expenses 8,996 7,230 16,625 14,244 Asset impairments — 1,900 — 3,100 Income (loss) from operations ( 152 ) 6,103 ( 3,008 ) 11,726 Interest expense, net ( 319 ) ( 1,045 ) ( 519 ) ( 2,930 ) Income from cash grant 22,652 — 22,652 — Income from loan forgiveness — 3,887 — 3,887 Other income (expense), net ( 66 ) ( 555 ) 388 385 Income before provision for income taxes 22,115 8,390 19,513 13,068 Provision for income taxes — — — — Net income $ 22,115 $ 8,390 $ 19,513 $ 13,068 Preferred stock dividends $ ( 315 ) $ ( 315 ) $ ( 627 ) $ ( 627 ) Income allocated to participating securities ( 284 ) ( 108 ) ( 251 ) ( 167 ) Net income available to common stockholders $ 21,516 $ 7,967 $ 18,635 $ 12,274 Net income per share, basic $ 0.29 $ 0.11 $ 0.26 $ 0.17 Net income per share, diluted $ 0.29 $ 0.11 $ 0.26 $ 0.17 Weighted-average shares outstanding, basic 72,936 71,260 71,690 70,808 Weighted-average shares outstanding, diluted 73,123 71,929 71,958 71,961 See accompanying notes to consolidated financial statements. 3 ALTO INGREDIENTS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands) Six Months Ended June 30, 2022 2021 Operating Activities: Net income $ 19,513 $ 13,068 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of intangibles 12,862 11,670 Inventory valuation 3,010 — Asset impairments — 3,100 Income from loan forgiveness — ( 3,887 ) Non-cash compensation 1,779 1,655 Amortization of deferred financing fees 37 701 Bad debt expense 66 143 Changes in operating assets and liabilities, net of business acquisition: Accounts receivable ( 393 ) ( 23,694 ) Inventories ( 14,729 ) ( 18,526 ) Other assets 3,210 12,233 Operating leases ( 2,528 ) ( 2,069 ) Assets held-for-sale — ( 2,915 ) Liabilities held-for-sale — 1,445 Accounts payable and accrued expenses ( 2,132 ) 11,096 Net cash provided by operating activities 20,695 4,020 Investing Activities: Proceeds from Madera Sale — 19,500 Additions to property and equipment ( 9,762 ) ( 4,192 ) Purchase of Eagle Alcohol, net of cash acquired ( 14,655 ) — Net cash (used in) provided by investing activities ( 24,417 ) 15,308 Financing Activities: Net proceeds from Kinergy’s line of credit 2,195 24,406 Proceeds from principal payments on notes receivable 14,766 — Proceeds from stock option exercises — 462 Principal payments on borrowings — ( 37,810 ) Preferred stock dividends paid ( 627 ) — Net cash provided by (used in) financing activities 16,334 ( 12,942 ) Net change in cash, cash equivalents and restricted cash 12,612 6,386 Cash, cash equivalents and restricted cash at beginning of period 62,125 48,187 Cash, cash equivalents and restricted cash at end of period $ 74,737 $ 54,573 Reconciliation of total cash, cash equivalents and restricted cash: Cash and cash equivalents $ 57,376 $ 50,796 Restricted cash 17,361 3,777 Total cash, cash equivalents and restricted cash $ 74,737 $ 54,573 Supplemental Information: Interest paid $ 456 $ 2,723 Accrued preferred stock dividends $ — $ 627 See accompanying notes to consolidated financial statements. 4 ALTO INGREDIENTS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited, in thousands) Preferred Stock Common Stock Additional Paid-In Accumulated Accum. Other Comprehensive Shares Amount Shares Amount Capital Deficit Loss Total Balances, January 1, 2022 927 $ 1 72,778 $ 73 $ 1,037,205 $ ( 691,781 ) $ ( 284 ) $ 345,214 Restricted stock issued to employees and directors, net of cancellations and tax — — 684 — ( 9 ) — — ( 9 ) Stock-based compensation — — — — 673 — — 673 Shares issued for Eagle Alcohol acquisition — — 949 1 — — — 1 Preferred stock dividends — — — — — ( 312 ) — ( 312 ) Net loss — — — — — ( 2,602 ) — ( 2,602 ) Balances, March 31, 2022 927 $ 1 74,411 $ 74 $ 1,037,869 $ ( 694,695 ) $ ( 284 ) $ 342,965 Restricted stock issued to employees and directors, net of cancellations and tax — — ( 223 ) — ( 2,283 ) — — ( 2,283 ) Stock-based compensation — — — — 1,106 — — 1,106 Preferred stock dividends — — — — — ( 315 ) — ( 315 ) Net income — — — — — 22,115 — 22,115 Balances, June 30, 2022 927 $ 1 74,188 $ 74 $ 1,036,692 $ ( 672,895 ) $ ( 284 ) $ 363,588 Balances, January 1, 2021 927 $ 1 72,487 $ 72 $ 1,036,638 $ ( 736,598 ) $ ( 3,878 ) $ 296,235 Restricted stock issued to employees and directors, net of cancellations and tax — — 550 1 ( 186 ) — — ( 185 ) Stock-based compensation — — — — 804 — — 804 Issuances of common stock — — 124 — 462 — — 462 Preferred stock dividends — — — — — ( 312 ) — ( 312 ) Net income — — — — — 4,678 — 4,678 Balances, March 31, 2021 927 $ 1 73,161 $ 73 $ 1,037,718 $ ( 732,232 ) $ ( 3,878 ) $ 301,682 Restricted stock issued to employees and directors, net of cancellations and tax — — ( 350 ) — ( 2,589 ) — — ( 2,589 ) Stock-based compensation — — — — 851 — — 851 Preferred stock dividends — — — — — ( 315 ) — ( 315 ) Net income — — — — — 8,390 — 8,390 Balances, June 30, 2021 927 $ 1 72,811 $ 73 $ 1,035,980 $ ( 724,157 ) $ ( 3,878 ) $ 308,019 See accompanying notes to consolidated financial statements. 5 ALTO INGREDIENTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION AND BASIS OF PRESENTATION. Organization and Business – The consolidated financial statements include, for all periods presented, the accounts of Alto Ingredients, Inc., a Delaware corporation (“Alto Ingredients”), and its direct and indirect wholly-owned subsidiaries (collectively, the “Company”), including Kinergy Marketing LLC, an Oregon limited liability company (“Kinergy”), Alto Nutrients, LLC, a California limited liability company (“Alto Nutrients”), Alto Op Co., a Delaware corporation (“Alto Op Co.”), Alto Pekin, LLC, a Delaware limited liability company (“Alto Pekin”) and Alto ICP, LLC, a Delaware limited liability company (“ICP”), and the Company’s production facilities in Oregon and Idaho. On May 14, 2021 and November 4, 2021, the Company completed the sale of its production facilities located in Madera and Stockton, California, respectively. The results of these facilities are included in the Company’s results reported for the three and six months ended June 30, 2021. As discussed in Note 2, on January 14, 2022, the Company acquired 100 % ownership of Eagle Alcohol Company LLC, a Missouri limited liability company (“Eagle Alcohol”), which is now a wholly-owned subsidiary of Alto Ingredients, Inc. The results of Eagle Alcohol since the date of the acquisition are included in the Company’s results reported for the three and six months ended June 30, 2022. The Company is a leading producer and distributor of specialty alcohols and essential ingredients. The Company also produces, markets and distributes renewable fuel. The Company’s production facilities in Pekin, Illinois are located in the heart of the Corn Belt, benefit from low-cost and abundant feedstock and allow for access to many additional domestic markets. In addition, the Company’s ability to load barges, rail and trucks from these facilities allows for greater access to international markets. The Company’s two production facilities in Oregon and Idaho are located in close proximity to both feed and renewable fuel customers and thus enjoy unique advantages in efficiency, logistics and product pricing. The Company has a combined alcohol production capacity of 350 million gallons per year and produces, on an annualized basis, nearly 1.2 million tons of essential ingredients, such as dried yeast, corn gluten meal, corn gluten feed, corn germ, and distillers grains and liquid feed used in commercial animal feed and pet foods. In addition, the Company sells alcohols acquired from other producers, and markets and distributes fuel-grade ethanol produced by third parties. The Company focuses on four key markets: Health, Home & Beauty ; Food & Beverage ; Essential Ingredients ; and Renewable Fuels . Products for the Health, Home & Beauty market include specialty alcohols used in mouthwash, cosmetics, pharmaceuticals, hand sanitizers, disinfectants and cleaners. Products for the Food & Beverage markets include grain neutral spirits used in alcoholic beverages and vinegar as well as corn germ used for corn oils. Products for Essential Ingredients markets include dried yeast, corn gluten meal, corn gluten feed, corn germ, and distillers grains and liquid feed used in commercial animal feed and pet foods. Renewable Fuels includes fuel-grade ethanol and distillers corn oil used as a feedstock for renewable diesel and biodiesel fuels. As of June 30, 2022, all of the Company’s production facilities were operating. As market conditions change, the Company may increase, decrease or idle production at one or more operating facilities or resume operations at any then-idled facility. Basis of Presentation – Interim Financial Statements – The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Results for interim periods should not be considered indicative of results for a full year. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The accounting policies used in preparing these consolidated financial statements are the same as those described in Note 1 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included. All significant intercompany accounts and transactions have been eliminated in consolidation. 6 Accounts Receivable and Allowance for Doubtful Accounts – Trade accounts receivable are presented at face value, net of the allowance for doubtful accounts. The Company sells specialty alcohols to large consumer products companies, sells fuel-grade ethanol to gasoline refining and distribution companies, sells essential ingredients to animal feed customers, including distillers grains and other feed co-products to dairy operators and animal feedlots and corn oil to poultry and biodiesel customers generally without requiring collateral. The Company maintains an allowance for doubtful accounts for balances that appear to have specific collection issues. The collection process is based on the age of the invoice and requires attempted contacts with the customer at specified intervals. If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a bad debt allowance is recorded for the balance in question. Delinquent accounts receivable are charged against the allowance for doubtful accounts once uncollectibility has been determined. The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of ability to make payments, additional allowances may be required. Of the accounts receivable balance, approximately $ 60,256,000 and $ 63,929,000 at June 30, 2022 and December 31, 2021, respectively, were used as collateral under Kinergy’s operating line of credit. The allowance for doubtful accounts was $ 444,000 and $ 378,000 as of June 30, 2022 and December 31, 2021, respectively. The Company recorded a bad debt expense of $ 35,000 and $ 52,000 for the three months ended June 30, 2022 and 2021, respectively. The Company recorded a bad debt expense of $ 66,000 and $ 143,000 for the six months ended June 30, 2022 and 2021, respectively. The Company does not have any off-balance sheet credit exposure related to its customers. Financial Instruments – The carrying values of cash and cash equivalents, restricted cash, accounts receivable, notes receivable, derivative assets, accounts payable, accrued liabilities and derivative liabilities are reasonable estimates of their fair values because of the short maturity of these items. The Company believes the carrying value of its long-term debt instruments are not considered materially different than fair value because the interest rates on these instruments are variable. Business Combinations – Business acquisitions are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 “Business Combinations”. FASB ASC 805 requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure the identifiable tangible and intangible assets acquired and liabilities assumed and recognize and measure goodwill or a gain from the purchase. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill. Adjustments to fair value assessments are recorded to goodwill over the measurement period (not longer than twelve months). Income from Cash Grant – The Company applied for and received $ 22,652,000 in cash from the USDA’s Biofuel Producer Program. The program was created as part of the CARES Act in 2020, which allocated $ 700,000,000 to support biofuel producers who experienced market losses due to the pandemic. The cash grant is not required to be repaid. Since these funds are provided to subsidize historical losses of the Company, and are not required to be repaid, the Company accounted for the proceeds by analogy to International Accounting Standards 20 Accounting for Government Grants and Disclosure of Government Assistance , and reported as income from cash grant in the accompanying consolidated statements of operations. 7 Estimates and Assumptions – The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates are required as part of determining the allowance for doubtful accounts, net realizable value of inventory, estimated lives of property and equipment, long-lived asset impairments, fair value of warrants, valuation allowances on deferred income taxes, the potential outcome of future tax consequences of events recognized in the Company’s financial statements or tax returns, and the valuation of assets acquired and liabilities assumed as a result of business combinations. Actual results and outcomes may materially differ from management’s estimates and assumptions. 2. ACQUISITION OF EAGLE ALCOHOL. On January 14, 2022, the Company purchased 100 % of the membership interests of Eagle Alcohol. The purchase price was $ 14.0 million in cash plus an estimated net working capital adjustment of $ 1.3 million in cash. The selling members of Eagle Alcohol are eligible to receive up to an additional $ 14.0 million of contingent consideration, payable through a combination of $ 9.0 million in cash over the next three years and an aggregate of $ 5.0 million in the Company’s common stock on the fourth and fifth year anniversaries of the closing date, subject to the satisfaction of certain conditions, including continued employment with the Company. With respect to these payments, the Company has recognized an estimated $ 0.9 million and $ 1.8 million for the three and six months ended June 30, 2022, respectively, in selling, general and administrative expenses in the accompanying consolidated statements of operations. Eagle Alcohol specializes in break bulk distribution of specialty alcohols. Eagle Alcohol purchases bulk alcohol from suppliers. Eagle Alcohol then stores, denatures, packages, and resells alcohol products in smaller sizes, including tank trucks, totes, and drums, that garner a premium to bulk alcohols. Eagle Alcohol delivers products to customers in the beverage, food, and related-process industries via its own dedicated trucking fleet and common carrier. The acquisition will provide the Company further vertical integration and access to new markets in the specialty alcohol industry. Eagle Alcohol’s unaudited results for the three months ended June 30, 2022 and 2021 generated $ 4.1 million and $ 8.9 million in net sales and $ 0.0 million and $ 1.1 million in net income, respectively. Eagle Alcohol’s unaudited results for the six months ended June 30, 2022 and 2021 generated $ 7.9 million and $ 17.5 million in net sales and $ 0.2 million and $ 2.0 million in net income, respectively. The following table presents unaudited pro forma combined financial information assuming the acquisition occurred on January 1, 2021 (dollars in thousands except per share amounts): Three Months Ended June 30, 2022 2021 Revenues – pro forma $ 362,189 $ 303,640 Net income available to common stockholders – pro forma $ 21,516 $ 7,322 Diluted net income per share – pro forma $ 0.29 $ 0.10 Diluted shares 74,072 72,878 Six Months Ended June 30, 2022 2021 Revenues – pro forma $ 670,834 $ 529,126 Net income available to common stockholders – pro forma $ 18,568 $ 11,791 Diluted net income per share – pro forma $ 0.25 $ 0.16 Diluted shares 72,907 72,910 8 The following preliminary allocation of the estimated purchase price assumes, with the exception of property and equipment and intangibles, carrying values approximate fair value. Estimates of uncollectible accounts receivable are not considered material due to the short-term nature and customer collection history. The preliminary estimate of working capital is under review by management and is subject to change. Based upon these assumptions, the preliminary purchase price allocation is as follows (in thousands): Cash and cash equivalents $ 705 Accounts receivable 5,529 Inventories 1,345 Total current assets 7,579 Property and equipment 1,066 Right of use assets 2,749 Total tangible assets $ 11,394 Current liabilities $ 6,169 Right of use liabilities 2,749 Total liabiltiies $ 8,918 Net tangible assets acquired $ 2,476 Customer relationships 6,556 Tradename 420 Goodwill 5,908 Total Purchase Price $ 15,360 Goodwill represents the value of the downstream integration that the operations of Eagle Alcohol will add to the Company. The Company expects the amortization of goodwill to be deductible for tax purposes. For the identifiable intangible assets, the Company has estimated 12 years for useful lives for customer relationships and 10 years for tradename. For the three months ended June 30, 2022, the Company recorded amortization expense of $ 137,000 and $ 10,000 for customer relationships and tradename, respectively. For the six months ended June 30, 2022, the Company recorded amortization expense of $ 245,000 and $ 19,000 for customer relationships and tradename, respectively. Any changes to the initial estimates of the fair value of the acquired assets and assumed liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill if net assets acquired are less than the purchase price. The Company did not incur any material acquisition costs. 3. SEGMENTS. The Company reports its financial and operating performance in three segments: (1) marketing and distribution, which includes marketing and merchant trading for Company-produced alcohols and essential ingredients on an aggregated basis and third-party fuel-grade ethanol sales (2) Pekin production, which includes the production and sale of alcohols and essential ingredients produced at the Company’s Pekin, Illinois campus (“Pekin Campus”), and (3) Other production, which includes the production and sale of renewable fuel and essential ingredients produced at all of the Company’s other production facilities on an aggregated basis (“Other production”), none of which are individually so significant as to be considered a reportable segment. 9 The following tables set forth certain financial data for the Company’s operating segments (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net Sales Pekin Campus, recorded as gross: Alcohol sales $ 143,768 $ 132,296 $ 259,818 $ 227,380 Essential ingredient sales 59,853 49,578 115,133 94,655 Intersegment sales 269 316 525 628 Total Pekin Campus sales 203,890 182,190 375,476 322,663 Marketing and distribution: Alcohol sales, gross $ 63,558 $ 86,299 $ 117,484 $ 143,309 Alcohol sales, net 317 532 668 984 Intersegment sales 3,242 2,618 6,239 4,862 Total marketing and distribution sales 67,117 89,449 124,391 149,155 Other production, recorded as gross: Alcohol sales $ 67,184 $ 22,153 $ 126,991 $ 38,121 Essential ingredient sales 23,372 7,252 42,309 12,395 Intersegment sales — 332 12 637 Total Other production sales 90,556 29,737 169,312 51,153 Corporate and other 4,137 — 7,904 — Intersegment eliminations ( 3,511 ) ( 3,266 ) ( 6,776 ) ( 6,127 ) Net sales as reported $ 362,189 $ 298,110 $ 670,307 $ 516,844 Cost of goods sold: Pekin Campus $ 195,691 $ 171,547 $ 364,573 $ 299,250 Marketing and distribution 63,796 85,746 118,510 139,705 Other production 91,606 27,325 169,851 51,442 Corporate and other 3,197 — 6,070 — Intersegment eliminations ( 945 ) ( 1,741 ) ( 2,314 ) ( 2,623 ) Cost of goods sold as reported $ 353,345 $ 282,877 $ 656,690 $ 487,774 Gross profit: Pekin Campus $ 8,199 $ 10,643 $ 10,903 $ 23,413 Marketing and distribution 3,321 3,703 5,881 9,450 Other production ( 1,050 ) 2,412 ( 539 ) ( 289 ) Corporate and other 940 — 1,834 — Intersegment eliminations ( 2,566 ) ( 1,525 ) ( 4,462 ) ( 3,504 ) Gross profit as reported $ 8,844 $ 15,233 $ 13,617 $ 29,070 Income before provision for income taxes: Pekin Campus $ 16,331 $ 10,726 $ 16,413 $ 20,737 Marketing and distribution 1,036 1,678 1,824 5,411 Other production 7,570 ( 1,666 ) 6,361 ( 7,612 ) Corporate and other ( 2,822 ) ( 2,348 ) ( 5,085 ) ( 5,468 ) $ 22,115 $ 8,390 $ 19,513 $ 13,068 Depreciation and amortization of intangibles: Pekin Campus $ 5,084 $ 4,326 $ 9,621 $ 8,671 Other production 1,458 1,468 2,822 2,966 Corporate and other 186 17 419 33 $ 6,728 $ 5,811 $ 12,862 $ 11,670 Interest expense, net of capitalized interest: Pekin Campus $ ( 3 ) $ 73 $ ( 33 ) $ 591 Marketing and distribution 336 222 573 426 Other production ( 39 ) 46 ( 54 ) 182 Corporate and other 25 704 33 1,731 $ 319 $ 1,045 $ 519 $ 2,930 10 The following table sets forth the Company’s total assets by operating segment (in thousands): June 30, 2022 December 31, 2021 Total assets: Pekin Campus $ 273,688 $ 266,197 Marketing and distribution 149,564 130,302 Other production 64,467 57,046 Corporate and other 43,600 31,408 $ 531,319 $ 484,953 4. INVENTORIES. Inventories consisted primarily of bulk ethanol, specialty alcohols, corn, essential ingredients and unleaded fuel, and are valued at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. Inventory is net of a valuation adjustment of $ 3,010,000 and $ 0 as of June 30, 2022 and December 31, 2021, respectively. Inventory balances consisted of the following (in thousands): June 30, 2022 December 31, 2021 Finished goods $ 44,610 $ 35,509 Work in progress 8,586 6,909 Raw materials 13,171 10,837 Other 1,071 1,118 Total $ 67,438 $ 54,373 11 5. DERIVATIVES. The business and activities of the Company expose it to a variety of market risks, including risks related to changes in commodity prices. The Company monitors and manages these financial exposures as an integral part of its risk management program. This program recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effects that market volatility could have on operating results. Commodity Risk – Cash Flow Hedges – The Company uses derivative instruments to protect cash flows from fluctuations caused by volatility in commodity prices for periods of up to twelve months in order to protect gross profit margins from potentially adverse effects of market and price volatility on alcohol sales and purchase commitments where the prices are set at a future date and/or if the contracts specify a floating or index-based price. In addition, the Company hedges anticipated sales of alcohol to minimize its exposure to the potentially adverse effects of price volatility. These derivatives may be designated and documented as cash flow hedges and effectiveness is evaluated by assessing the probability of the anticipated transactions and regressing commodity futures prices against the Company’s purchase and sales prices. Ineffectiveness, which is defined as the degree to which the derivative does not offset the underlying exposure, is recognized immediately in cost of goods sold. For the three and six months ended June 30, 2022 and 2021, the Company did not designate any of its derivatives as cash flow hedges. Commodity Risk – Non-Designated Hedges – The Company uses derivative instruments to lock in prices for certain amounts of corn and alcohols by entering into exchange-traded forward contracts or options for those commodities. These derivatives are not designated for hedge accounting treatment. The changes in fair value of these contracts are recorded on the balance sheet and recognized immediately in cost of goods sold. The Company recognized net gains of $ 16,619,000 and $ 8,868,000 as the change in the fair value of these contracts for the three months ended June 30, 2022 and 2021, respectively. The Company recognized net gains of $ 21,936,000 and $ 19,411,000 as the change in the fair value of these contracts for the six months ended June 30, 2022 and 2021, respectively. Non Designated Derivative Instruments – The classification and amounts of the Company’s derivatives not designated as hedging instruments, and related cash collateral balances, are as follows (in thousands): As of June 30, 2022 Assets Liabilities Type of Instrument Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash collateral balance Restricted cash $ 17,361 Commodity contracts Derivative assets $ 27,488 Derivative liabilities $ 32,770 As of December 31, 2021 Assets Liabilities Type of Instrument Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash collateral balance Restricted cash $ 11,513 Commodity contracts Derivative assets $ 15,839 Derivative liabilities $ 13,582 The above amounts represent the gross balances of the contracts; however, the Company does have a right of offset with each of its derivative brokers, but its intent is to close out positions individually, therefore, they are reported at gross. 12 The classification and amounts of the Company’s recognized gains for its derivatives not designated as hedging instruments are as follows (in thousands): Realized Gains For the Three Months Ended June 30, Type of Instrument Statements of Operations Location 2022 2021 Commodity contracts Cost of goods sold $ 13,913 $ 18,158 $ 13,913 $ 18,158 Realized Gains For the Six Months Ended June 30, Type of Instrument Statements of Operations Location 2022 2021 Commodity contracts Cost of goods sold $ 29,476 $ 24,343 $ 29,476 $ 24,343 Unrealized Gains (Losses) For the Three Months Ended June 30, Type of Instrument Statements of Operations Location 2022 2021 Commodity contracts Cost of goods sold $ 2,706 $ ( 9,290 ) $ 2,706 $ ( 9,290 ) Unrealized (Losses) For the Six Months Ended June 30, Type of Instrument Statements of Operations Location 2022 2021 Commodity contracts Cost of goods sold $ ( 7,540 ) $ ( 4,932 ) $ ( 7,540 ) $ ( 4,932 ) 6. DEBT. Long-term borrowings are summarized as follows (in thousands): June 30, 2022 December 31, 2021 Kinergy line of credit $ 52,596 $ 50,401 Less unamortized debt financing costs ( 78 ) ( 40 ) Less short-term portion — — Long-term debt $ 52,518 $ 50,361 As of June 30, 2022, Kinergy had $ 28.6 million in unused borrowing availability under its line of credit. In addition, the Company believes it is currently in compliance with its covenants under the line of credit. 7. COMMITMENTS AND CONTINGENCIES. Sales Commitments – At June 30, 2022, the Company had entered into sales contracts with its major customers to sell certain quantities of alcohol and essential ingredients. The Company had open alcohol indexed-price contracts for 103,094,000 gallons as of June 30, 2022 and open fixed-price alcohol sales contracts totaling $ 102,157,000 as of June 30, 2022. The Company had open fixed-price sales contracts for essential ingredients totaling $ 18,847,000 as of June 30, 2022. These sales contracts are scheduled to be completed throughout 2022. 13 Purchase Commitments – At June 30, 2022, the Company had indexed-price purchase contracts to purchase 12,746,000 gallons of alcohol and fixed-price purchase contracts to purchase $ 68,886,000 of alcohol from its suppliers. The Company had fixed-price purchase contracts to purchase $ 104,062,000 of corn from its suppliers as of June 30, 2022. The Company had fixed-price purchase contracts for natural gas totaling $ 7,724,000 and indexed-price purchase contracts for natural gas totaling 2,140,000 MMBTU. The Company also had future commitments for certain capital projects totaling $ 34,800,000 . These purchase commitments are scheduled to be satisfied throughout 2022 and 2023. Litigation – General – The Company is subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, environmental regulations, and others. When the Company is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, the Company discloses the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. While there can be no assurances, the Company does not expect that any of its pending legal proceedings will have a material impact on the Company’s financial condition or results of operations. 8. PENSION AND RETIREMENT BENEFIT PLANS. The Company sponsors a defined benefit pension plan (the “Retirement Plan”) and a healthcare and life insurance plan (the “Postretirement Plan”). The Retirement Plan is noncontributory, and covers only “grandfathered” unionized employees at the Company’s Pekin, Illinois facility who fulfill minimum age and service requirements. Benefits are based on a prescribed formula based upon the employee’s years of service. The Retirement Plan, which is part of a collective bargaining agreement, covers only union employees hired prior to November 1, 2010. The Company uses a December 31 measurement date for its Retirement Plan. The Company’s funding policy is to make the minimum annual contribution required by applicable regulations. As of December 31, 2021, the Retirement Plan’s accumulated projected benefit obligation was $ 23.8 million, with a fair value of plan assets of $ 20.0 million. The underfunded amount of $ 3.8 million is recorded on the Company’s consolidated balance sheet in other liabilities. For the three months ended June 30, 2022, the Retirement Plan’s net periodic benefit was $ 8,000 , comprised of $ 273,000 of expected return on plan assets, partially offset by $ 164,000 in interest cost and $ 101,000 in service cost. For the three months ended June 30, 2021, the Retirement Plan’s net periodic expense was $ 22,000 , comprised of $ 151,000 in interest cost and $ 109,000 in service cost, partially offset by $ 238,000 of expected return on plan assets. For the six months ended June 30, 2022, the Retirement Plan’s net periodic benefit was $ 16,000 , comprised of $ 546,000 of expected return on plan assets, partially offset by $ 328,000 in interest cost and $ 202,000 in service cost. For the six months ended June 30, 2021, the Retirement Plan’s net periodic expense was $ 44,000 , comprised of $ 302,000 in interest cost and $ 218,000 in service cost, partially offset by $ 476,000 of expected return on plan assets. The Postretirement Plan provides postretirement medical benefits and life insurance to certain “grandfathered” unionized employees. Employees hired after December 31, 2000 are not eligible to participate in the Postretirement Plan. The Postretirement Plan is contributory, with contributions required at the same rate as active employees. Benefit eligibility under the plan declines at age 65 from a defined benefit to a defined dollar cap based upon years of service. As of December 31, 2021, the Postretirement Plan’s accumulated projected benefit obligation was $ 4.3 million and is recorded on the Company’s consolidated balance sheet in other liabilities. The Company’s funding policy is to make the minimum annual contribution required by applicable regulations. 14 For the three months ended June 30, 2022, the Postretirement Plan’s net periodic expense was $ 32,000 , comprised of $ 6,000 of interest cost and $ 26,000 of service cost. For the three months ended June 30, 2021, the Postretirement Plan’s net periodic expense was $ 42,000 , comprised of $ 10,000 of interest cost, $ 26,000 of service cost and $ 6,000 of amortization expense. For the six months ended June 30, 2022, the Postretirement Plan’s net periodic expense was $ 64,000 , comprised of $ 12,000 of interest cost and $ 52,000 of service cost. For the six months ended June 30, 2021, the Postretirement Plan’s net periodic expense was $ 84,000 , comprised of $ 20,000 of interest cost, $ 52,000 of service cost and $ 12,000 of amortization expense. 9. FAIR VALUE MEASUREMENTS. The fair value hierarchy prioritizes the inputs used in valuation techniques into three levels, as follows: ● Level 1 – Observable inputs – unadjusted quoted prices in active markets for identical assets and liabilities; ● Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data; and ● Level 3 – Unobservable inputs – includes amounts derived from valuation models where one or more significant inputs are unobservable. For fair value measurements using significant unobservable inputs, a description of the inputs and the information used to develop the inputs is required along with a reconciliation of Level 3 values from the prior reporting period. Pooled separate accounts – Pooled separate accounts invest primarily in domestic and international stocks, commercial paper or single mutual funds. The net asset value is used as a practical expedient to determine fair value for these accounts. Each pooled separate account provides for redemptions by the Retirement Plan at reported net asset values per share, with little to no advance notice requirement, therefore these funds are classified within Level 2 of the valuation hierarchy. Long-Lived Assets Held-for-Sale – The Company recorded its long-lived assets associated with its property and equipment held-for-sale at fair value at June 30, 2022 and December 31, 2021 of $ 1,000,000 . The fair values of these assets are based on observable values for the assets through corroboration with market data and are designated as Level 3 inputs. Other Derivative Instruments – The Company’s other derivative instruments consist of commodity positions. The fair values of the commodity positions are based on quoted prices on the commodity exchanges and are designated as Level 1 inputs. The following table summarizes recurring and nonrecurring fair value measurements by level at June 30, 2022 (in thousands): Fair Value Level 1 Level 2 Level 3 Assets: Derivative financial instruments $ 27,488 $ 27,488 $ — $ — Long-lived assets held-for-sale 1,000 — — 1,000 $ 28,488 $ 27,488 $ — $ 1,000 Liabilities: Derivative financial instruments $ ( 32,770 ) $ ( 32,770 ) $ — $ — 15 The following table summarizes recurring and nonrecurring fair value measurements by level at December 31, 2021 (in thousands): Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments $ 15,839 $ 15,839 $ — $ — Long-lived assets held-for-sale 1,000 — — 1,000 Defined benefit plan assets(1) (pooled separate accounts): Large U.S. Equity(2) 5,612 — 5,612 — 28 % Small/Mid U.S. Equity(3) 3,684 — 3,684 — 18 % International Equity(4) 2,909 — 2,909 — 15 % Fixed Income(5) 7,782 — 7,782 — 39 % $ 36,826 $ 15,839 $ 19,987 $ 1,000 Liabilities: Derivative financial instruments $ ( 13,582 ) $ ( 13,582 ) $ — $ — (1) Included in other assets in the consolidated balance sheets. (2) This category includes investments in funds comprised of equity securities of large U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (3) This category includes investments in funds comprised of equity securities of small- and medium-sized U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (4) This category includes investments in funds comprised of equity securities of foreign companies including emerging markets. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (5) This category includes investments in funds comprised of U.S. and foreign investment-grade fixed income securities, high-yield fixed income securities that are rated below investment-grade, U.S. treasury securities, mortgage-backed securities, and other asset-backed securities. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. 10. EARNINGS PER SHARE. The following tables compute basic and diluted earnings per share (in thousands, except per share data): Three Months Ended June 30, 2022 Income Numerator Shares Denominator Per-Share Amount Net income attributed to Alto Ingredients, Inc. $ 22,115 Less: Preferred stock dividends ( 315 ) Less: Income allocated to participating securities ( 284 ) Basic income per share: Income available to common stockholders $ 21,516 72,936 $ 0.29 Add: Dilutive instruments — 187 Diluted income per share: Income available to common stockholders $ 21,516 73,123 $ 0.29 16 Three Months Ended June 30, 2021 Income Numerator Shares Denominator Per-Share Amount Net income attributed to Alto Ingredients, Inc. $ 8,390 Less: Preferred stock dividends ( 315 ) Less: Income allocated to participating securities ( 108 ) Basic income per share: Income available to common stockholders $ 7,967 71,260 $ 0.11 Add: Dilutive instruments — 669 Diluted income per share: Income available to common stockholders $ 7,967 71,929 $ 0.11 Six Months Ended June 30, 2022 Income Numerator Shares Denominator Per-Share Amount Net income attributed to Alto Ingredients, Inc. $ 19,513 Less: Preferred stock dividends ( 627 ) Less: Income allocated to participating securities ( 251 ) Basic income per share: Income available to common stockholders $ 18,635 71,690 $ 0.26 Add: Dilutive instruments — 268 Diluted income per share: Income available to common stockholders $ 18,635 71,958 $ 0.26 Six Months Ended June 30, 2021 Income Numerator Shares Denominator Per-Share Amount Net income attributed to Alto Ingredients, Inc. $ 13,068 Less: Preferred stock dividends ( 627 ) Less: Income allocated to participating securities ( 167 ) Basic income per share: Income available to common stockholders $ 12,274 70,808 $ 0.17 Add: Dilutive instruments — 1,153 Diluted income per share: Income available to common stockholders $ 12,274 71,961 $ 0.17 There were an additional aggregate potentially dilutive weighted-average shares of 964,000 from convertible securities outstanding for the three and six months ended June 30, 2022 and 2021. These securities were not considered in calculating diluted net income (loss) per share for the three and six months ended June 30, 2022 and 2021, as their effect would have been anti-dilutive. At December 31, 2021, the Company had outstanding unexercised warrants to purchase 8.9 million shares of its common stock at an exercise price of $ 9.76 per share. These warrants expired unexercised on April 28, 2022. 17