Alto Ingredients, Inc. 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements included elsewhere in this report. This discussion contains forward-looking statements, reflecting our plans and objectives that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this report. Overview We produce and distribute renewable fuel and essential ingredients. We are also the largest producer of specialty alcohols in the United States. We operate five alcohol production facilities. Three of our production facilities are located in Illinois, one is located in Oregon and another is located in Idaho. We have an annual alcohol production capacity of up to 350 million gallons, including both fuel-grade ethanol and specialty alcohols ranging from industrial-, pharmaceutical-, and high-quality food- and beverage-grade alcohols. Of this amount, we are able to produce up to 110 million gallons annually of specialty alcohols, depending on our product mix among high-quality beverage-grade alcohol and alcohols of other quality specifications. We market and distribute all of the alcohols produced at our facilities as well as alcohols produced by third parties. In 2023, we marketed and distributed approximately 383 million gallons combined of our own alcohols as well as fuel-grade ethanol produced by third parties, and over 1.5 million tons of essential ingredients on a dry matter basis. We also specialize in break bulk distribution of specialty alcohols through our Eagle Alcohol subsidiary. We purchase bulk alcohol from suppliers and then store, denature, package, and resell alcohol products in smaller sizes, including tank trucks, totes and drums that typically garner a premium price to bulk alcohols. We deliver products to customers in the beverage, food, industrial and related-process industries via our own dedicated trucking fleet and common carrier. We report our financial and operating performance in three segments: (1) Pekin production, which includes the production and sale of alcohols and essential ingredients produced at our three production facilities located in Pekin, Illinois, which we refer to as our Pekin Campus, (2) marketing and distribution, which includes marketing and merchant trading for company-produced alcohols and essential ingredients on an aggregated basis, and sales of fuel-grade ethanol sourced from third parties, and (3) Western production, which includes the production and sale of renewable fuel and essential ingredients produced at our two western production facilities on an aggregated basis, none of which are individually so significant as to be considered a separately reportable segment. Our mission is to produce the highest quality, sustainable ingredients from renewable resources that make everyday products better. We intend to accomplish this goal in part by investing in our specialized and higher value specialty alcohol production and distribution infrastructure, expanding production in high-demand essential ingredients, expanding and extending the sale of our products into new regional and international markets, building efficiencies and economies of scale and by capturing a greater portion of the value stream. - 31 - Production Segments We produce specialty alcohols, fuel-grade ethanol and essential ingredients, focusing on five key markets: Health, Home & Beauty ; Food & Beverage ; Industry & Agriculture; Essential Ingredients ; and Renewable Fuels . Products for the Health, Home & Beauty markets 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 Industry & Agriculture markets include alcohols and other products for paint applications and fertilizer s. Products for Essential Ingredients markets include dried yeast, corn protein meal, corn protein feed, corn germ, and distillers grains and liquid feed used in commercial animal feed and pet foods. We also sell yeast for human consumption. Our products for the Renewable Fuels markets include fuel-grade ethanol and distillers corn oil used as a feedstock for renewable diesel and biodiesel fuels. We produce our alcohols and essential ingredients at our production facilities. Our production facilities located in Illinois are in the heart of the Corn Belt, benefit from relatively low-cost and abundant feedstock and enjoy logistical advantages that enable us to provide our products to both domestic and international markets via truck, rail or barge. Our production facilities located in Oregon and Idaho are near their respective fuel and feed customers, offering significant timing, transportation cost and logistical advantages. All of our production facilities are currently operating except our Magic Valley plant, which we temporarily hot-idled in January 2024 to minimize losses from negative regional crush margins and to expedite the installation of additional equipment needed to achieve our intended production rate, quality and consistency from our corn oil and high protein system. We intend to restart Magic Valley production in the second quarter once the upgrades are complete and crush margins have improved. As market conditions change, we may increase, decrease or idle production at one or more operating facilities or resume operations at any idled facility. Marketing and Distribution Segment We market and distribute all of the alcohols and essential ingredients we produce at our facilities. We also market and distribute alcohols produced by third parties. We have extensive and long-standing customer relationships, both domestic and international, for our specialty alcohols and essential ingredients. These customers include producers and distributors of ingredients for cosmetics, sanitizers and related products, distilled spirits producers, food products manufacturers, producers of personal health/consumer health and personal care hygiene products, and global trading firms. Our renewable fuel customers are located throughout the Western and Midwestern United States and consist of integrated oil companies and gasoline marketers who blend fuel-grade ethanol into gasoline. Our customers depend on us to provide a reliable supply of fuel-grade ethanol and manage the logistics and timing of delivery. Our customers collectively require fuel-grade ethanol volumes in excess of the supplies we produce at our facilities. We secure additional fuel-grade ethanol supplies from third-party ethanol producers. We arrange for transportation, storage and delivery of fuel-grade ethanol purchased by our customers through our agreements with third-party service providers in the Western United States as well as in the Midwest from a variety of sources. We market our essential ingredient feed products to dairies and feedlots, in many cases located near our production facilities. These customers use our feed products for livestock as a substitute for corn and other sources of starch and protein. We sell our corn oil to poultry and biodiesel customers. We do not market essential ingredients from other producers. See “Note 5 – Segments” to our Notes to Consolidated Financial Statements included elsewhere in this report for financial information about our business segments. Financial Review, Current Initiatives and Outlook In 2023, we continued our transformation to produce a variety of essential ingredients and the highest-grade beverage alcohol in the industry. We invested significant capital in our facilities to improve efficiency and capacity utilization rates and to expand margins long term. These strategies have begun to mitigate the impact of negative commodity price fluctuations. Although ethanol crush margins exhibited greater volatility in the second half of 2023, both our fourth quarter and full year 2023 results significantly outperformed those same periods in 2022 despite lower overall plant utilization rates. Gross loss declined by $18.8 million in the fourth quarter of 2023 compared to the same period in 2022. We generated $16 million in gross profit for the full year 2023, an improvement of $43 million over 2022. We reported positive Adjusted EBITDA of $3 million for the fourth quarter of 2023, an improvement of $19 million compared the same period in 2022. We also reported positive Adjusted EBITDA of approximately $21 million for all of 2023, an increase of $27 million over the prior year, representing a significant year-over-year improvement, particularly in light of $20 million less in USDA cash grants in 2023 as compared to 2022. - 32 - We define EBITDA as unaudited consolidated net income (loss) before interest expense, interest income, provision for income taxes and depreciation and amortization expense. We define Adjusted EBITDA as unaudited consolidated net income (loss) before interest expense, interest income, unrealized derivative gains and losses, acquisition-related expense, asset impairments, provision for income taxes and depreciation and amortization expense. Renewable fuel margins were strong for the second and third quarters of 2023. As a result, we shifted part of our production to renewable fuel to take advantage of the higher margin environment. Ethanol crush margins exhibited extreme volatility in the second half of 2023, peaking in the mid-60 cents per gallon in September and declining thereafter to slightly negative in December. Margin volatility impacted the production volumes we were willing to sell, the prices at which we sold and the volume of third-party production we contracted for sale. Overall sales volume declined for 2023 due to these factors as well as the hot-idling of our Magic Valley facility in the first quarter of the year, ongoing challenges with the corn oil and high protein system at the facility, and longer than expected unscheduled downtime in the third quarter at our Pekin Campus. Thus far in 2024, although crush margins have been break-even or slightly negative, they have begun to improve compared to the end of 2023. In addition, margins were approximately 20 cents per gallon higher for January and February 2024 compared to the same period in 2023. In January 2024, however, a polar vortex in the Midwest negatively impacted both operations and logistics at our Pekin Campus. Despite significant preparations ahead of the freeze and timely recovery response efforts, we experienced a shift to lower margin feed products and reduced alcohol production by approximately one million gallons due to frozen river conditions. In addition, the hot-idle of our Magic Valley facility in January 2024 will lower renewable fuel production, shifting sales volumes to higher third-party production compared to the fourth quarter of 2023. We have contracted approximately 93 million gallons of fixed-price, high-quality alcohol at an average premium to renewable fuel of 31 cents per gallon, with additional capacity to take advantage of spot sales. Our overall outlook for 2024 is favorable in light of good corn inventories, low corn and natural gas prices, higher sugar prices, domestic regulatory support for summer blending and expected global demand growth for U.S.-sourced ethanol. These factors should result in an improved crush margin environment in the coming months and yield positive crush spreads through most of 2024. Markets are dynamic but we remain agile and financially prudent while we seek to capitalize on the best opportunities. We remain enthusiastic about our prospects and confident in our long-term growth strategy. During the fourth quarter, repairs and maintenance expense across our plants was $7.7 million compared to $7.1 million for the same period in 2022, bringing total repairs and maintenance expense to $29.5 million for 2023 as compared to $30.0 million for 2022. Our wet mill, yeast facility and distillery capabilities at our Pekin Campus provide significant differentiation and greater production capabilities than the typical dry mill. However, given the nature and age of these facilities, they require consistent, ongoing repairs and maintenance, and capital upgrades integral to the longevity, sustainable performance and modernization of these assets. To maintain reliable and efficient operations, we normally address smaller concerns as needed and conduct larger scheduled outages approximately every two years. We originally scheduled our biennial Pekin Campus wet mill repair and maintenance outage for August 2023 but due to favorable crush margins and sufficient corn supply at the time, we postponed the outage to this coming April. We expect the repairs and maintenance activities will take approximately ten days, lowering production in the second quarter. The repairs and maintenance are projected to cost approximately $4.0 million. For the full year 2024, we expect to track to our typical repairs and maintenance run rate of around $30.0 million, bringing the total, including the upcoming outage expense, to $34.0 million for 2024. We invested $5.0 million in capital expenditures in the fourth quarter of 2023, bringing our year-end total to $30.0 million for all of 2023, compared to $13.0 million in the fourth quarter of 2022 and $38.0 million for all of 2022. We plan for capital expenditures of approximately $25.0 million in 2024 for equipment upgrades, process improvements and projects with short-term paybacks. We believe that these ongoing repairs and maintenance efforts and our capital improvement projects position us for a much stronger future. Our biennial outages have historically increased reliability and production run rates. We expect these positive effects will benefit 2024, in particular as we head into the typically more favorable summer months. We continue to pursue a number of strategic capital investment initiatives. In the fourth quarter of 2023 and into 2024, we continued our ongoing evaluation of these initiatives. Based on current market dynamics, recent findings from our updated front-end engineering and design (FEED) studies, interest from potential strategic partners and expected project return profiles, we decided to designate our carbon capture and storage, or CCS, project as our top priority. Under the Inflation Reduction Act, we have a compelling opportunity to capture and store biogenic CO 2 we generate at our Pekin Campus. Together with associated energy upgrades, we believe that our CCS project provides excellent economics. Given the significant time, personnel and financial resources necessary to complete our CCS project, we decided to pause further development of our primary yeast and biogas conversion projects. These projects continue as opportunities for potential future development as resources permit. - 33 - We are encouraged by recent progress on many aspects of CCS. This progress includes overall system design, community outreach, financing, vendor negotiations, EPA application preparation and schedule alignment to procure equipment and install power and compression. We have also signed an exclusive non-binding letter of intent with Vault 44.01 and we are nearing the execution of definitive agreements to develop our CCS project. The project, as currently planned, involves our installation of equipment to capture CO 2 generated at our Pekin Campus and our project partner safely transporting and permanently storing those emissions deep underground in a secure geologic reservoir located in close proximity to the facility. Our intent is to substantially reduce CO 2 emissions from the alcohol production process while providing direct value to the surrounding communities. Unfortunately, the EPA has extended its CCS application approval process from 18 to 24 months, and equipment manufacturing and installation times have grown longer than originally anticipated. We intend to make positive use of this additional time to better align our various project schedules and reduce our overall financial risk. Overall, we believe we can generate over $30.0 million in EBITDA annually from our CCS project, after accounting for operating and storage costs, and excluding any of the substantial additional economic benefits of the environmental attributes associated with low carbon ethanol. In addition to CCS, we are pursuing two attractive alternatives to increase energy capacity at our Pekin Campus with either our current utility provider or a highly regarded, independent energy company that would build, own and operate onsite energy facilities. Both alternatives would greatly reduce our capital requirements and long-term energy costs while lowering our carbon footprint. These capital-light energy alternatives may result in better earnings accretion from our CCS project than originally estimated. We continue to assess our current portfolio of assets, especially our Western production facilities, as we evaluate our path to higher margins, improved profitability and the highest return to our shareholders. Our intent is to leverage the distinct strengths and opportunities of these facilities by investing in new equipment and applications. While we work on these projects, we may also consider disposing of one or both of our Western production facilities. As demonstrated with the sale of our California and Nebraska facilities, we remain steadfast in our commitment to appropriate decisions to optimize long-term value. Over the past two years we have completed numerous upgrades. Some of our larger in-progress or completed initiatives over the prior twelve months include the completion in February 2024 of a new, high efficiency boiler at our Pekin Campus that replaced two inefficient, high-pressure boilers. We expect full boiler utilization by the end of the first quarter, reducing our energy needs and operating costs, and increasing annualized incremental EBITDA by $2.0 million. In addition, in the second quarter of 2023, our new grain silo at our Pekin Campus became fully operational, doubling our days of corn storage capacity. This achieved our goal to increase flexibility around the timing of corn deliveries while lowering costs related to quick or last-minute shipments and to reduce corn premiums during extended weekends and harsh weather conditions. This project has already exceeded our target of contributing annualized incremental EBITDA of $2.0 million. We continue to expand into higher quality alcohol and our ability to differentiate our product offerings has been very important considering market trends. For example, in 2021 and for part of 2022, the higher margin for specialty alcohol attracted many new producers, increasing product availability and supply. These factors, combined with ebbing consumer demand growth and supply chain dynamics, resulted in margin compression over the past 18 months. Starting in 2022, in anticipation these changing market conditions, we began strategic investments to produce a higher volume of beverage grade alcohols that leverage the capabilities of our Pekin Campus. We developed our highly differentiated 192 proof and low-moisture 200 proof grain neutral spirits, or GNS, which became available in early 2023. These new products were well received by our customers and actively sold in the spot market, generating significant sales and bolstering our gross margins for the year. - 34 - In our pursuit to expand higher margin corn oil and high-protein products at our Magic Valley facility, working with our corn oil and high protein system vendor, Harvesting Technology, we engaged equipment manufacturers and independent third-party engineers in the fourth quarter of 2023 to conduct an in-depth analysis of our challenges. The team formulated a plan, including extensive design modifications, to achieve the intended production rate, quality and consistency. We decided in January 2024 to temporarily hot-idle the facility to minimize losses from negative regional crush margins and expedite the installation of additional equipment at the plant. Harvesting Technology has borne the direct costs associated with their design and equipment. We are confident in the extensive design modifications under way and in achieving our corn oil and high-protein targets in 2024. We intend to restart production in the second quarter once the upgrades are complete and crush margins have improved. The operation of the upgraded high-protein system at our Magic Valley facility will influence our decision and timing to roll out the system at our other dry mills. In the interim, we are operating the Magic Valley facility as a terminal to service our renewable fuel customers. We are also working with the local feed distributor and our feed customers to meet their supply requirements. Going forward, we intend to discuss our various capital projects individually and not in the aggregate, using three categories: In Operation , which includes completed projects, such as our corn storage and boiler upgrades, our beverage grade GNS alcohols and Eagle Alcohol distribution infrastructure; Under Development , which includes high priority strategic opportunities that have the greatest expected returns as well as initiatives that support our near-term operational goals, such as CCS and potential partnerships for cogeneration and a natural gas pipeline; and For Future Evaluation , which includes potential opportunities with attractive expected returns to be assessed as resources permit, such as primary yeast, biogas conversion, the installation of higher margin corn oil and high protein systems at our three other dry mills, sustainable aviation fuel, blue ethanol, ethanol-to-jet fuel and synthetic natural gas. As a renewables company, we remain dedicated to implementing sustainable best practices that are good for our business, our stakeholders and our planet. In December, we published our first Sustainability Summary. Our Sustainability Summary provides a review of our strategy and vision for advancements in sustainability, responsible sourcing and risk management. We are focused on continuous improvement in environmental, health and safety, product quality, and diversification by integrating innovative practices at our facilities to ensure optimal efficiency, contributing to a lower carbon footprint. Our efforts improved our sustainability scores across the board with all three rating agencies, which is important to our customers. Looking ahead, we are working to obtain third-party greenhouse gas verifications, improve transportation safety and earn additional EcoVadis awards. Use of Non-GAAP Financial Measures Management believes that certain financial measures not in accordance with generally accepted accounting principles, or GAAP, are useful measures of operations. Management provides EBITDA and Adjusted EBITDA as non-GAAP financial measures so that investors will have the same financial information that management uses, which may assist investors in properly assessing our performance on a period-over-period basis. To increase transparency to our operating physical margins and conform our reporting to management’s evaluation of our financial performance, we now exclude the impact of unrealized non-cash derivative gains and losses when calculating Adjusted EBITDA. Unrealized derivative gains and losses are non-cash, mark-to-market adjustments of derivative instruments on open positions related to future period purchases and sales that are recorded as part of cost of goods sold. A table is provided below to reconcile Adjusted EBITDA to its most directly comparable GAAP measure, consolidated net income (loss). EBITDA and Adjusted EBITDA are not measures of financial performance under GAAP and should not be considered as alternatives to consolidated 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. EBITDA and Adjusted EBITDA have limitations as analytical tools and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Information reconciling forward-looking EBITDA or Adjusted EBITDA to forward-looking consolidated net income (loss) would require a forward-looking statement of consolidated net income (loss) prepared in accordance with GAAP, which is unavailable to us without unreasonable effort. We are not able to provide a quantitative reconciliation of forward-looking EBITDA or Adjusted EBITDA to forward-looking consolidated net income (loss) because certain items required for reconciliation are uncertain, outside of our control and/or cannot reasonably be predicted, such as net sales, cost of goods sold, unrealized derivative gains and losses, asset impairments and provision (benefit) for income taxes, which we view as the most material components of consolidated net income (loss) that are not presently estimable. - 35 - Reconciliation of Adjusted EBITDA to Consolidated Net Loss Three Months Ended December 31, Years Ended December 31, (in thousands) (unaudited) 2023 2022 2023 2022 Consolidated net loss $ (18,945 ) $ (33,072 ) $ (28,005 ) $ (41,597 ) Adjustments: Interest expense, net 2,126 968 7,425 1,827 Interest income (265 ) (169 ) (854 ) (510 ) Unrealized derivative losses 8,162 8,037 9,679 4,017 Acquisition-related expense 700 875 2,800 3,500 Asset impairments 5,970 — 6,544 — Provision for income taxes 97 1,925 97 1,925 Depreciation and amortization expense 5,698 5,973 23,080 25,095 Total adjustments 22,488 17,609 48,771 35,854 Adjusted EBITDA $ 3,543 $ (15,463 ) $ 20,766 $ (5,743 ) 2023 Financial Performance Summary Our consolidated net sales declined by $0.1 billion to $1.2 billion for 2023 from $1.3 billion for 2022. Our net loss available to common stockholders improved by $13.6 million to a net loss of $29.3 million for 2023 from a net loss of $42.9 million for 2022. Factors that contributed to these results of operations for 2023 include: ● Net sales . Our net sales declined by $0.1 billion to $1.2 billion for 2023 from $1.3 billion for 2022 due to a decrease in total alcohol gallons sold, a decline in our average sales price per gallon and fewer tons of essential ingredients sold. o Our total gallons sold declined by 36.4 million gallons, or 9%, to 382.5 million gallons for 2023 from 418.9 million gallons for 2022. ● Our renewable fuel production sales volume declined by 5.3 million gallons, or 3%, to 203.2 million gallons for 2023 from 208.5 million gallons for 2022, primarily from reduced production in 2023 as our Magic Valley facility was hot-idled in the first quarter of 2023 coupled with unusually high unscheduled production downtime later in the year at our Pekin Campus for repairs and maintenance. ● Our specialty alcohol production sales volume declined by 15.8 million gallons, or 17%, to 76.7 million gallons for 2023 from 92.5 million gallons for 2022 primarily due to reduced customer demand for specialty alcohols during the year, a portion of which was shifted to 2024. ● Our third-party sales volume declined by 15.3 million gallons, or 13%, to 102.6 million gallons for 2023 from 117.9 million gallons for 2022. Consistent with our efforts over the past two years, we continued to intentionally reduce sales of third-party fuel-grade ethanol in geographic areas less important to our business to focus on sales of inventory from our own production in 2023. o Our average sales price per gallon declined by $0.17, or 6%, to $2.47 for 2023 from $2.64 for 2022. The decline was primarily driven by lower renewable fuel prices in 2023 largely due to lower oil and gasoline prices. o Our volume of essential ingredients sold declined by 0.1 million tons, or 7%, to 1.5 million tons for 2023 from 1.6 million tons for 2022 primarily due to lower alcohol production volumes during 2023. Our average sales price for our essential ingredients also declined primarily due to lower corn prices. - 36 - ● Gross Profit (Loss) . Our gross profit improved by $43.2 million to a gross profit of $15.7 million for 2023 from a gross loss of $27.5 million for 2022 due to improved commodity crush margins from lower corn prices and successful efficiency initiatives. Our gross profit and margins were tempered, however, due to production challenges at our Magic Valley plant as we continued to implement our high-protein system at the facility coupled with unusually high unscheduled downtime at our Pekin Campus that reduced sales volumes, shifted our overall product mix toward lower margin products, and resulted in significant increases in repair and maintenance costs. Sales and Margins We generate sales by marketing all of the alcohols produced by our three production facilities in Illinois, all of the fuel-grade ethanol produced by our production facilities in Oregon and Idaho, and fuel-grade ethanol purchased from third-party suppliers throughout the United States. We also market essential ingredients produced by our production facilities, including dried yeast, corn gluten meal, corn gluten feed, corn germ, and distillers grains and liquid feed used in commercial animal feed and pet foods. We also sell yeast for human consumption. Our profitability is highly dependent on various commodity prices, including the market prices of corn, natural gas and fuel-grade ethanol. Our consolidated average alcohol sales price declined by 6% to $2.47 per gallon for 2023 compared to $2.64 per gallon for 2022. The average price of fuel-grade ethanol as reported by the Chicago Mercantile Exchange, or CME, declined by 10% to $2.22 per gallon for 2023 compared to $2.47 per gallon for 2022. Our average cost of corn declined by 15% to $6.58 per bushel for 2023 from $7.77 per bushel for 2022. The average price of corn as reported by the CME declined by 19% to $5.64 per bushel for 2023 from $6.94 per bushel for 2022. We believe that our gross profit margins depend primarily on six key factors: ● the prices of our specialty alcohols and the market price of fuel-grade ethanol, the latter of which is impacted by the price of gasoline and related petroleum products, and government regulation, including government ethanol mandates; ● the market prices of key production input commodities, such as corn (including corn basis) and natural gas; ● the market prices of our essential ingredients; ● our ability to anticipate trends in the market and contracted prices of our alcohols, essential ingredients, and costs of key input commodities, and our ability to implement appropriate risk management through hedging and other means, and opportunistic pricing strategies; ● the proportion of our sales of specialty alcohols to our sales of fuel-grade ethanol produced at our facilities relative to their respective market and contracted prices; and ● the proportion of our sales of fuel-grade ethanol produced at our facilities to our sales of fuel-grade ethanol produced by unrelated third-parties relative to the market price of fuel-grade ethanol and marketing and distribution fees payable for third-party sales. We seek to optimize our gross profit margins by anticipating the factors above and, when resources are available, implementing hedging transactions and taking other actions designed to lock in margins, limit risk and otherwise address these factors. For example, we may seek to reduce inventory levels in anticipation of declining alcohol or essential ingredient prices and increase production and inventory levels in anticipation of rising alcohol or essential ingredient prices. We may also seek to alter our proportion or timing, or both, of purchase and sales commitments. Our inability to anticipate the factors described above or their relative importance, and adverse movements in the factors themselves, could result in declining or even negative gross profit margins over certain periods of time. Our ability to anticipate these factors or favorable movements in these factors may enable us to generate above-average gross profit margins. However, given the difficulty associated with successfully forecasting any of these factors, we are unable to estimate our future sales or gross profit margins. Results of Operations Selected Financial Information The following selected financial information should be read in conjunction with our consolidated financial statements and notes to our consolidated financial statements included elsewhere in this report, and the other sections of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this report. - 37 - Certain performance metrics that we believe are important indicators of our results of operations include: Sales and Operating Metrics (unaudited) Years Ended December 31, Percentage Change 2023 2022 2021 2023 vs 2022 2022 vs 2021 Alcohol Sales (gallons in millions) Pekin Campus renewable fuel gallons sold 136.2 116.1 123.5 17 % (6 )% Western production renewable fuel gallons sold 67.0 92.4 37.6 (27 )% 146 % Third party renewable fuel gallons sold 102.6 117.9 229.0 (13 )% (49 )% Total renewable fuel gallons sold 305.8 326.4 390.1 (6 )% (16 )% Specialty alcohol gallons sold 76.7 92.5 89.5 (17 )% 3 % Total gallons sold 382.5 418.9 479.6 (9 )% (13 )% Sales Price per Gallon Pekin Campus $ 2.40 $ 2.55 $ 2.34 (6 )% 9 % Western production $ 2.49 $ 2.75 $ 2.87 (9 )% (4 )% Marketing and distribution $ 2.56 $ 2.83 $ 2.69 (10 )% 5 % Total $ 2.47 $ 2.64 $ 2.46 (6 )% 7 % Alcohol Production (gallons in millions) Pekin Campus 209.7 208.8 212.9 0 % (2 )% Western production 68.1 91.2 38.8 (25 )% 135 % Total 277.8 300.0 251.7 (7 )% 19 % Corn Cost per Bushel Pekin Campus $ 6.32 $ 7.32 $ 6.06 (14 )% 21 % Western production $ 7.45 $ 8.97 $ 7.40 (17 )% 21 % Total $ 6.58 $ 7.77 $ 6.22 (15 )% 25 % Average Market Metrics PLATTS Ethanol price per gallon $ 2.22 $ 2.47 $ 2.29 (10 )% 8 % CME Corn cost per bushel $ 5.64 $ 6.94 $ 5.82 (19 )% 19 % Board corn crush per gallon(1) $ 0.21 $ - $ 0.21 Essential Ingredients Sold (thousand tons) Pekin Campus: Distillers grains 332.7 334.4 338.5 (1 )% (1 )% CO2 182.4 164.8 164.9 11 % 0 % Corn wet feed 95.0 89.9 88.1 6 % 2 % Corn dry feed 90.6 81.6 78.8 11 % 4 % Corn oil and germ 73.8 66.7 69.0 11 % (3 )% Syrup and other 41.2 56.9 77.9 (28 )% (27 )% Corn meal 36.8 32.1 33.9 15 % (5 )% Yeast 25.9 23.9 24.0 8 % 0 % Total Pekin Campus essential ingredients sold 878.4 850.3 875.1 3 % (3 )% Western production: Distillers grains 459.7 643.7 274.0 (29 )% 135 % Syrup and other 119.1 77.4 26.3 54 % 194 % CO2 55.5 55.8 57.1 (1 )% (2 )% Corn oil 8.0 10.2 3.7 (22 )% 176 % Total Western production essential ingredients sold 642.3 787.1 361.1 (18 )% 118 % Total Essential Ingredients Sold 1,520.7 1,637.4 1,236.2 (7 )% 32 % Essential Ingredients Return % (2) Pekin Campus return 45.7 % 41.3 % 40.4 % 11 % 2 % Western production return 33.4 % 31.6 % 31.5 % 6 % 0 % Consolidated total return 42.4 % 37.9 % 38.8 % 12 % (2 )% (1) Assumes corn conversion of 2.80 gallons of alcohol per bushel of corn. (2) Essential ingredient revenues as a percentage of total corn costs consumed. - 38 - Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 F Results as a Percentage Dollar Percentage of Net Sales for the Years Ended Change Change Years Ended December 31, Favorable Favorable December 31, 2023 2022 (Unfavorable) (Unfavorable) 2023 2022 (dollars in thousands) Net sales $ 1,222,940 $ 1,335,621 $ (112,681 ) (8.4 )% 100.0 % 100.0 % Cost of goods sold 1,207,287 1,363,171 155,884 11.4 % 98.7 % 102.1 % Gross profit (loss) 15,653 (27,550 ) 43,203 *NM 1.3 % (2.1 )% Selling, general and administrative expenses (32,664 ) (31,579 ) (1,085 ) (3.4 )% (2.7 )% (2.4 )% Loss on disposal of assets (293 ) (2,230 ) 1,937 86.9 % (0.0 )% (0.2 )% Asset impairments (6,544 ) — (6,544 ) (100.0 )% (0.5 )% — % Loss from operations (23,848 ) (61,359 ) 37,511 61.1 % (2.0 )% (4.6 )% Income from cash grant 2,812 22,652 (19,840 ) (87.6 )% 0.2 % 1.7 % Interest expense, net (7,425 ) (1,827 ) (5,598 ) (306.4 )% (0.6 )% (0.1 )% Other income, net 553 862 (309 ) (35.8 )% 0.0 % 0.1 % Loss before income taxes (27,908 ) (39,672 ) 11,764 29.7 % (2.3 )% (3.0 )% Provision for income taxes 97 1,925 1,828 95.0 % 0.0 % 0.1 % Consolidated net loss $ (28,005 ) $ (41,597 ) $ 13,592 32.7 % (2.3 )% (3.1 )% Preferred stock dividends (1,265 ) (1,265 ) — — % (0.1 )% (0.1 )% Loss available to common stockholders $ (29,270 ) $ (42,862 ) $ 13,592 31.7 % (2.4 )% (3.2 )% * Not meaningful. Net Sales The decline in our consolidated net sales for 2023 as compared to 2022 was due to a decrease in the average sales price per gallon for our alcohols, fewer total gallons sold and lower volumes of essential ingredients sold at lower prices. Our average sales price per gallon decreased primarily due to lower fuel-grade ethanol prices largely driven by lower oil and gasoline prices. Fewer total gallons sold for 2023 as compared to 2022 resulted primarily from the hot-idling of our Magic Valley facility in the first quarter of 2023 coupled with unusually high unscheduled production downtime later in the year at our Pekin Campus for repairs and maintenance. In addition, we produced and sold fewer tons of essential ingredients primarily due to lower alcohol production in 2023 compared to 2022. Our average sales price for our essential ingredients declined primarily due to lower corn prices. As we did in 2021 and 2022, we continued to intentionally reduce sales of third-party fuel-grade ethanol in geographical areas less important to our business and to instead focus on sales of inventory from our own production in 2023. Pekin Campus Production Segment Net sales of alcohol from our Pekin Campus production segment declined by $19.1 million, or 4%, to $502.2 million for 2023 as compared to $521.3 million for 2022. Our total volume of production gallons sold, however, increased by 4.3 million gallons, or 2%, to 208.9 million gallons for 2023 as compared to 204.6 million gallons for 2022, due to an extended shut down for maintenance during the summer of 2022. At the segment’s average sales price per gallon of $2.49 for 2023, we generated $10.3 million in additional net sales from the 4.3 million additional gallons of alcohol sold in 2023 as compared to 2022. However, a decrease of $0.14, or 6%, in the segment’s average sales price per gallon in 2023 as compared to 2022 resulted in a $29.4 million decline in net sales as compared to 2022. Net sales of essential ingredients declined by $8.2 million, or 4%, to $217.7 million for 2023 as compared to $225.9 million for 2022. Our total volume of essential ingredients sold increased by 28,100 tons, or 3%, to 878,400 tons for 2023 from 850,300 tons for 2022. Sales volumes of essential ingredients were higher in 2023 due to an extended shut down for maintenance during the summer of 2022. At our average sales price per ton of $247.84 for 2023, we generated $6.9 million in additional net sales from the 28,100 additional tons of essential ingredients sold in 2023 as compared to 2022. A decrease of $17.80, or 7%, in our average sales price per ton in 2023 as compared to 2022 resulted in a $15.1 million decline in net sales as compared to 2022. - 39 - Marketing and Distribution Segment Net sales of renewable fuel from our marketing and distribution segment, excluding intersegment sales, increased by $34.1 million, or 15%, to $263.0 million for 2023 as compared to $228.9 million for 2022. Our volume of third-party renewable fuel sold reported gross by the segment increased by 22.1 million gallons, or 28%, to 102.6 million gallons for 2023 as compared to 80.5 million gallons for 2022. This increase resulted from a shift in the source of renewable fuel from our Magic Valley facility, as we hot-idled the facility in early 2023, to third-party suppliers. At the segment’s average sales price per gallon of $2.56 for 2023, net sales were $56.6 million higher as a result of the 22.1 million additional gallons sold in 2023 as compared to 2022. This increase was partially offset by the $0.27 decrease in our average sales price per gallon for 2023. The decrease of $0.27, or 10%, in our average sales price per gallon in 2023 as compared to 2022 resulted in a $21.6 million decline in net sales from our third-party renewable fuel sold by the segment compared to 2022. Our volume of third-party fuel-grade ethanol sold reported net by the segment declined by 37.4 million gallons, or 100%, to no gallons sold net for 2023 as compared to 37.4 million gallons for 2022. The decline in sales reported net resulted in a decrease of $0.9 million in net sales. Western Production Segment Net sales of alcohol from our Western production segment declined by $86.6 million, or 34%, to $167.0 million for 2023 as compared to $253.6 million for 2022. Our total volume of gallons sold declined by 25.4 million gallons, or 27%, to 67.0 million gallons for 2023 as compared to 92.4 million gallons for 2022. This decline in sales volume primarily resulted from lower production from our Magic Valley facility as we hot-idled the facility in the first quarter of 2023. At the segment’s average sales price of $2.49 per gallon for 2023, net sales were $63.2 million lower as a result of the 25.4 million fewer gallons sold in 2023 as compared to 2022. A decline of $0.26, or 9%, in our average sales price per gallon in 2023 as compared to 2022 resulted in a $23.4 million decrease in net sales of alcohol from the segment compared to 2022. Net sales of essential ingredients declined by $32.9 million, or 36%, to $57.3 million for 2023 as compared to $90.2 million for 2022. Our total volume of essential ingredients sold declined by 144,800 tons, or 18%, to 642,300 tons for 2023 from 787,100 tons for 2022. At our average sales price of $89.15 per ton for 2023, net sales were $12.9 million lower as a result of the 144,800 fewer tons sold in 2023 as compared to 2022. In addition, our sales price declined by $25.45 per ton for 2023. The decline of $25.45, or 22%, in our average sales price per ton in 2023 as compared to 2022 resulted in a decrease of $20.0 million in net sales of essential ingredients from the segment compared to 2022. Corporate and Other Segment Net sales from our Corporate and other segment were flat at $15.8 million for each of 2023 and 2022. These sales are from Eagle Alcohol’s business. - 40 - Cost of Goods Sold and Gross Profit (Loss) Our consolidated gross profit (loss) improved to a gross profit of $15.7 million, representing a gross margin of 1.3% for 2023, from a gross loss of $27.6 million, representing a gross margin of negative 2.1%, for 2022. Our consolidated gross profit improved due to improved commodity crush margins, particularly for renewable fuel, primarily due to lower corn costs, but was partially offset by $9.7 million in unrealized non-cash derivative losses from mark-to-market adjustments on open positions related to future period sales and $2.2 million in lower-of-cost-or-market charges in the fourth quarter of 2023 on our ending renewable fuel inventories and related fixed corn purchase commitments due to negative crush margins heading into year-end 2023 and the first quarter of 2024. Pekin Campus Production Segment Our Pekin Campus production segment’s gross profit improved by $35.5 million to a gross profit of $13.7 million from a gross loss of $21.8 million. Of this increase, $35.2 million is attributable to higher commodity crush margins and $0.3 million is attributable to increased sales volumes in 2023 as compared to 2022. Marketing and Distribution Segment Our marketing and distribution segment’s gross profit improved by $4.1 million to a gross profit of $3.7 million for 2023 from a gross loss of $0.4 million for 2022. Of this increase, $3.3 million is attributable to higher margins from sales of third-party renewable fuel, and $0.8 million attributable to higher marketing volumes of third-party renewable fuel sold reported gross in 2023 as compared to 2022. Western Production Segment Our Western production segment’s gross loss improved by $3.5 million to a gross loss of $5.5 million for 2023 as compared to a gross loss of $9.0 million for 2022, despite lower production from our Magic Valley facility during the year. Of this improvement, $1.4 million is attributable to higher margins for renewable fuel and $2.1 million is attributable to lower sales volumes at negative margins in 2023 as compared to 2022. Corporate and Other Segment Gross profit from our Corporate and other segment was flat at $3.7 million for each of 2023 and 2022. This gross profit was from Eagle Alcohol’s business. Selling, General and Administrative Expenses Our selling, general and administrative, or SG&A, expenses increased by $1.1 million to $32.7 million for 2023 as compared to $31.6 million for 2022. SG&A expenses increased primarily due to higher compensation-related expenses and litigation accruals, partially offset by lower accruals for deferred cash payments attributable to our acquisition of Eagle Alcohol. Asset Impairments We recorded an asset impairment charge of $6.5 million for 2023 as compared to none for 2022, of which $6.0 million is attributable to an impairment to the goodwill associated with our acquisition of Eagle Alcohol in 2022. This charge primarily reflects revisions to current market premiums and adjustments to projections in our required annual goodwill valuation. Income from Cash Grant We received cash grants under the USDA’s Biofuel Producer Program in the amount of $2.8 million and $22.7 million for 2023 and 2022, respectively. The program was created as part of the CARES Act of 2020, which allocated $700 million to support biofuel producers that experienced market losses due to the pandemic. We are neither required to repay the grants nor will they recur in the future. - 41 - Interest Expense, net Interest expense, net, increased by $5.6 million to $7.4 million for 2023 from $1.8 million for 2022. The increase in interest expense, net, is primarily due to higher debt balances under our term loan to fund our capital improvement projects, as well as higher interest rates under Kinergy’s line of credit consistent with an overall higher interest rate environment. Year Ended December 31, 2022, Compared to the Year Ended December 31, 2021 An analysis of our financial results comparing 2022 to 2021 can be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on March 14, 2023, which is available free of charge on the Securities and Exchange Commission’s website at www.sec.gov. Liquidity and Capital Resources During the year ended December 31, 2023, we funded our operations primarily from cash on hand, cash flow from operations and proceeds from Kinergy’s operating line of credit. In addition to funding our operations, we used our capital resources to continue our capital improvement projects, make an annual payment related to our acquisition of Eagle Alcohol, repurchase shares of our common stock and pay preferred stock dividends. As of December 31, 2023, we had $30.0 million in cash and cash equivalents and $33.3 million available for borrowing under Kinergy’s operating line of credit. In addition, we have up to an additional $65.0 million that may be available for capital improvement projects under our Orion term loan, subject to certain conditions. We believe we have sufficient sources of liquidity to meet our anticipated working capital, debt service, capital expenditure and other liquidity needs for at least the next twelve months from the date of this report. Quantitative Year-End Liquidity Status We believe that the following amounts provide insight into our liquidity and capital resources. The following selected financial information should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements included elsewhere in this report, and the other sections of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this report (dollars in thousands). December 31, 2023 December 31, 2022 Change Cash, cash equivalents and restricted cash $ 45,480 $ 49,525 (8.2 )% Current assets $ 168,770 $ 199,121 (15.2 )% Property and equipment, net $ 248,748 $ 239,069 4.0 % Current liabilities $ 65,288 $ 78,017 (16.3 )% Long-term debt, noncurrent portion $ 82,097 $ 68,356 20.1 % Working capital $ 103,482 $ 121,104 (14.6 )% Working capital ratio 2.59 2.55 1.6 % - 42 - Restricted Net Assets At December 31, 2023, we had approximately $64.6 million of net assets at our subsidiaries that were not available to be transferred to Alto Ingredients, Inc. in the form of dividends, distributions, loans or advances due to restrictions contained in our subsidiaries’ credit facilities. Changes in Working Capital and Cash Flows Working capital declined to $103.5 million at December 31, 2023 from $121.1 million at December 31, 2022 as a result of a $30.3 million decrease in current assets, partially offset by a $12.7 million decrease in current liabilities. Current assets declined primarily due to decreases in cash and cash equivalents, accounts receivable, inventories and derivative instruments, partially offset by an increase in restricted cash. Our current liabilities declined primarily due to decreases in accounts payable, accrued liabilities and other current liabilities, partially offset by increases in derivative instruments and the current portion of our operating lease payment obligations. Our cash, cash equivalents and restricted cash declined by $4.0 million due to $33.0 million used in our investing activities primarily for our capital improvement projects, partially offset by $22.0 million in cash provided by our operating activities and $7.0 million in cash provided by our financing activities. Cash provided by our Operating Activities We generated $22.0 million in cash from our operating activities during 2023, as compared to $6.0 million in 2022. Specific factors that contributed significantly to the change in cash generated by our operating activities include: ● a decline of $13.6 million in net loss primarily due to improved commodity crush margins resulting from lower corn costs; ● an increase related to inventories of $27.3 million due to the timing of production and sales where an increase in production did not result in a commensurate increase in sales by the end of the period; and ● an increase of $27.3 million related to changes in the fair value of our derivative instruments due to changes in commodity prices at period end 2023 as compared to 2022. These amounts were partially offset by: ● a decrease of $33.1 million related to accounts payable and accrued expenses due to lower corn costs and the timing of payments; and ● a decrease $14.5 million related to accounts receivable balances primarily due to the timing of sales and collections. Cash used in our Investing Activities We used $33.0 million of cash in our investing activities for 2023, of which $29.5 million is attributable to additions to property and equipment resulting from our capital improvement projects and $3.5 million is attributable to cash paid for our acquisition of Eagle Alcohol. - 43 - Cash provided by our Financing Activities Cash provided by our financing activities was $7.0 million for 2023, of which $12.6 million is attributable to net proceeds from Kinergy’s line of credit, partially offset by $3.7 million in repurchases of our common stock, $1.3 million of preferred stock dividends and $0.7 million of debt issuance costs. Kinergy’s Operating Line of Credit Kinergy maintains an operating line of credit for an aggregate amount of up to $100.0 million. The credit facility matures on November 7, 2027. Interest accrues under the credit facility at a rate equal to (i) the daily Secured Overnight Financing Rate, plus (ii) a specified applicable margin ranging from 1.25% to 1.75%. The credit facility’s monthly unused line fee is 0.25% to 0.375% of the amount by which the maximum credit under the facility exceeds the average daily principal balance during the immediately preceding month. Payments that may be made by Kinergy to Alto Ingredients, Inc. as reimbursement for management and other services provided by Alto Ingredients, Inc. to Kinergy are limited under the terms of the credit facility to $1.5 million per fiscal quarter. The credit facility also includes the accounts receivable of our indirect wholly-owned subsidiary, Alto Nutrients, LLC, or Alto Nutrients, as additional collateral. Payments that may be made by Alto Nutrients to Alto Ingredients, Inc. as reimbursement for management and other services provided by Alto Ingredients, Inc. to Alto Nutrients are limited under the terms of the credit facility to $0.5 million per fiscal quarter. Alto Nutrients markets our essential ingredients and also provides raw material procurement services to our subsidiaries. In addition, the amount of cash distributions that Kinergy or Alto Nutrients may make to us is also limited to up to 75% of excess cash flow. For all monthly periods in which excess borrowing availability falls below a specified level, Kinergy and Alto Nutrients must collectively maintain a fixed-charge coverage ratio (calculated as a twelve-month rolling earnings before interest, taxes, depreciation and amortization divided by the sum of interest expense, capital expenditures, principal payments of indebtedness, indebtedness from capital leases and taxes paid during such twelve-month rolling period) of at least 1.1 and are prohibited from incurring certain additional indebtedness (other than specific intercompany indebtedness). The obligations of Kinergy and Alto Nutrients under the credit facility are secured by all of our tangible and intangible assets. We believe Kinergy and Alto Nutrients are in compliance with the fixed-charge coverage ratio covenant as of the filing of this report. The following table sets forth the fixed-charge coverage ratio financial covenant and the actual results for the periods presented: Years Ended December 31, 2023 2022 Fixed Charge Coverage Ratio Requirement 1.10 1.10 Actual 5.22 3.54 Excess 4.12 2.44 Alto Ingredients, Inc. has guaranteed all of Kinergy’s obligations under the credit facility. As of December 31, 2023, Kinergy had an outstanding balance of $30.7 million and $33.3 million of unused borrowing availability under the credit facility. - 44 - Orion Term Loan On November 7, 2022, we entered into a credit agreement with certain funds managed by Orion Infrastructure Capital, or Lenders, under which the Lenders extended a senior secured credit facility in the amount of up to $125.0 million, or Term Loan. The Term Loan is secured by a first priority lien on certain of our assets and a second priority lien on certain assets of Kinergy and Alto Nutrients. The Lenders agreed to advance to us up to $125.0 million upon the satisfaction of certain conditions. We committed to issue to the Lenders pro rata an aggregate of 1,282,051 shares of our common stock at the initial funding and up to an additional 320,513 shares of our common stock based upon certain further fundings under the credit facility. On November 23, 2022, we received our initial funding of $60.0 million under the credit facility and issued an aggregate of 1,282,051 shares of our common stock to the Lenders. We received no separate consideration for the shares of common stock issued. Interest accrues on the unpaid principal amount of the Term Loan at a fixed rate of 10% per annum. The Term Loan matures on November 7, 2028, or earlier upon acceleration. We must prepay amounts outstanding under the Term Loan on a semi-annual basis beginning with the six-month period ending December 31, 2023 in an amount equal to a percentage of our excess cash flow based on a specified leverage ratio, as follows: (i) if our leverage ratio is greater than or equal to 3.0x, then the mandatory prepayment amount will equal 100% of our excess cash flow, (ii) if our leverage ratio is less than 3.0x and greater than or equal to 1.5x, then the mandatory prepayment amount will equal 50% of our excess cash flow, and (iii) if our leverage ratio is less than 1.5x, then the mandatory prepayment amount will equal 25% of our excess cash flow. As of December 31, 2023 and 2022, the principal amount outstanding under the Term Loan was $60.0 million. Share Repurchase Program For the three months ended December 31, 2023, we repurchased 436,000 shares of our common stock as part of our publicly announced share repurchase program at an average price per share of $2.27 for an aggregate expenditure of approximately $1.0 million during the period. See “Item 5 – Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Purchases of Equity Securities by the Issuer and Affiliated Purchasers.” For the year ended December 31, 2023, we repurchased 1,685,000 shares of our common stock as part of our publicly announced share repurchase program at an average price per share of $2.18 for an aggregate expenditure of $3.7 million during the period. Other Cash Obligations As of December 31, 2023, we had future commitments for certain capital projects totaling $15.6 million. These commitments are scheduled to be satisfied through 2024. In connection with our acquisition of Eagle Alcohol, we committed to contingent payments of up to $5.5 million in cash over the next two years if certain financial targets and other conditions are met. - 45 - Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments 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 amount of net sales and expenses for each period. The following represents a summary of our critical accounting policies and related estimates, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. Accounting for Business Combinations Determining the fair value of assets acquired and liabilities assumed in a business combination is considered a critical accounting estimate because the allocation of the purchase price to assets acquired and liabilities assumed based upon fair values requires significant management judgment and the use of subjective measurements. Variability in industry conditions and changes in assumptions or subjective measurements used to allocate fair value are reasonably possible and may have a material impact on our financial position, liquidity or results of operations. Revenue Recognition We recognize revenue primarily from sales of alcohols and essential ingredients. We have five alcohol production facilities from which we produce and sell alcohols to our customers through our subsidiary, Kinergy. Kinergy enters into sales contracts with customers under exclusive intercompany sales agreements with each of our five production facilities. Kinergy also acts as a principal when it purchases third party fuel-grade ethanol which it resells to its customers. Finally, in 2022 and 2021, Kinergy had exclusive sales agreements with two third-party owned fuel-grade ethanol plants under which it sold the plants’ fuel-grade ethanol production for a fee plus the costs to deliver the ethanol to Kinergy’s customers. Kinergy has since terminated these contracts. These sales are referred to as third-party agent sales. Revenue from these third-party agent sales is recorded on a net basis, with Kinergy recognizing its predetermined fees and any associated delivery costs. We have five production facilities from which we produce and sell essential ingredients to our customers through our subsidiary, Alto Nutrients. Alto Nutrients enters into sales contracts with essential ingredient customers under exclusive intercompany sales agreements with each of our five production facilities. We recognize revenue from sales of alcohols and essential ingredients at the point in time when the customer obtains control of the products, which typically occurs upon delivery depending on the terms of the underlying contracts. In some instances, we enter into contracts with customers that contain multiple performance obligations to deliver volumes of alcohols or essential ingredients over a contractual period of less than 12 months. We allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices and recognize the related revenue as control of each individual product is transferred to the customer in satisfaction of the corresponding performance obligations. - 46 - When we are the agent, the supplier controls the products before they are transferred to the customer because the supplier is primarily responsible for fulfilling the promise to provide the product, has inventory risk before the product has been transferred to a customer and has discretion in establishing the price for the product. When we are the principal, we control the products before they are transferred to the customer because we are primarily responsible for fulfilling the promise to provide the products, we have inventory risk before the product has been transferred to a customer and we have discretion in establishing the price for the product. See “Note 5 – Segments” of the Notes to Consolidated Financial Statements for our revenue-breakdown by type of contract. Impairment of Long-Lived Assets and Held-for-Sale Classification Our long-lived assets have been primarily associated with our production facilities, reflecting their original cost, adjusted for depreciation and amortization and any subsequent impairment. We assess the impairment of long-lived assets, including property and equipment, when events or changes in circumstances indicate that the fair value of an asset group could be less than the net book value of the asset group. Generally, we assess long-lived assets for impairment by first determining the forecasted, undiscounted cash flows each asset is expected to generate plus the net proceeds expected from the sale of the asset group. If the total amount of the undiscounted cash flows is less than the carrying value of the asset group, we then determine the fair value of the asset group. An impairment loss would be recognized when the fair value is less than the related net book value, and an impairment expense would be recorded in the amount of the difference. Forecasts of future cash flows are estimates based on our experience and knowledge of our operations and the industry in which we operate. These estimates could be significantly affected by future changes in market conditions, the economic environment, including inflation, and the purchasing decisions of our customers. As a result, we recorded an asset impairment of $0.6 million with respect to our right of use assets associated with our operating leases. We did not record any impairment on our right of use assets for the years ended December 31, 2022 and 2021. We review our intangible assets, including goodwill, with indefinite lives at least annually or more frequently if impairment indicators arise. In our review, we determine the fair value of these assets using market multiples and discounted cash flow modeling and compare it to the net book value of the reporting unit. Any assessed impairments will be recorded permanently and expensed in the period in which the impairment is determined. We performed our annual review of impairment and recognized an asset impairment loss of $6.0 million against our goodwill for the year ended December 31, 2023. We recognized no asset impairments against intangible assets for the years ended December 31, 2022 and 2021. Assets held-for-sale are assessed for impairment by comparing the carrying values to their expected net sales proceeds. In 2020, our Board of Directors approved a plan to sell our fuel-grade ethanol production facilities in Madera and Stockton, California, which were ultimately sold in 2021. We reviewed the criteria for held-for-sale classification of the long-lived assets associated with these asset groups. Our analysis concluded that these assets should be classified as held-for-sale as of December 31, 2020, and as such, we estimated an aggregate corresponding asset impairment of $22.3 million for 2020. We further evaluated the original estimate and recorded an additional asset impairment on these assets held-for-sale of $1.2 million for 2021. In 2021, we decided to sell our property and equipment located in Canton, Illinois. We reviewed the criteria for held-for-sale classification of the long-lived assets for this asset group. We concluded that these assets should be classified as held-for-sale as of December 31, 2021, and as such, we estimated a corresponding asset impairment of $1.9 million for 2021. We did not record any impairments for assets held-for-sale for December 31, 2023 or 2022. - 47 - Valuation Allowance for Deferred Taxes We account for income taxes under the asset and liability approach, where deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. We evaluate our deferred tax asset balance for realizability. To the extent we believe it is more likely than not that some portion or all of our deferred tax assets will not be realized, we will establish a valuation allowance against the deferred tax assets. Realization of our deferred tax assets is dependent upon future taxable income during the periods in which the associated temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. These changes, if any, may require possible material adjustments to these deferred tax assets, resulting in a reduction in net income or an increase in net loss in the period when such determinations are made. We had pre-tax consolidated net losses of $27.9 million and $39.7 million for the years ended December 31, 2023 and 2022, respectively. We had pre-tax consolidated net income of $47.6 million for the year ended December 31, 2021. Based on our current and prior results, we do not have significant evidence to support a conclusion that we will more likely than not be able to benefit from our remaining deferred tax assets. As such, we have recorded a valuation allowance against our net deferred tax assets. Derivative Instruments We evaluate our contracts to determine whether the contracts are derivative instruments. Management may elect to exempt certain forward contracts that meet the definition of a derivative from derivative accounting as normal purchases or normal sales. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. Contracts that meet the requirements of normal purchases or sales are documented as normal and exempted from the fair value accounting and reporting requirements of derivative accounting. We enter into short-term cash, option and futures contracts as a means of securing purchases of corn, natural gas and sales of fuel-grade ethanol and managing exposure to changes in commodity prices. All of our exchange-traded derivatives are designated as non-hedge derivatives for accounting purposes, with changes in fair value recognized in net income. Although the contracts are economic hedges of specified risks, they are not designated or accounted for as hedging instruments. Realized and unrealized gains and losses related to exchange-traded derivative contracts are included as a component of cost of goods sold in the accompanying financial statements. The fair values of contracts entered through commodity exchanges are presented on the accompanying balance sheet as derivative assets or liabilities. The selection of normal purchase or sales contracts, and use of hedge accounting, are accounting policies that can change the timing of recognition of gains and losses in the statement of operations. - 48 -