ALTO 10-K & 10-Q changes, risk factors and insider trading
Alto Ingredients, Inc. · Nasdaq · Industrial Organic Chemicals · CIK 778164 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We may be unable to qualify for and receive anticipated Section 45Z tax credit benefits available to low carbon fuel producers.”
Removed heading “Our CCS project may be adversely affected by the SAFE CCS Act and other Regulations.”
Largest changes
“Our CCS project may be adversely affected by the SAFE CCS Act and other Regulations.”see in full comparison
see in full comparisonTheIn June 2024, the United States Supreme Court, intheLoperlandmarkBright Enterprisescase of Chevron U.S.A., Inc.v.NaturalRaimondo,Resources Defense Council, Inc., recently overturnedoverruled its priordoctrineChevronofdoctrine,judicialwhichdeferencehad required courts to defer to reasonable administrative interpretations of ambiguouslawsfederaland regulations.statutes. This outcome couldmateriallyincrease litigation risk andadverselyuncertaintyaffectaround rulemaking andagencies’agency interpretations thatinterpretationsare favorable to the renewable fuels industry, such as the EPA’s administration of theRenewableRFS.Fuel Standard. This outcomeIt could also materially and adversely affect the Treasury Department’s ability to promulgate and sustain favorable regulations under the Inflation Reduction Act of 2022, includingincludingregulations implementing tax credits such as thesectionSection45Q45Zcarboncleancapturefueland storageproduction taxcredits and section 45Z low carbon fuel tax credits,credit, as well as other industry-favorable tax credits. Less industry-favorable rulemaking and agency interpretations of laws and regulations could materially and adversely affect our results of operations, cashflowsflows, and financialconditioncondition, as well as the financial prospects of certain capital improvementprojects, such as CCS.projects.
“We may be unable to qualify for and receive anticipated Section 45Z tax credit benefits available to low carbon fuel producers.”see in full comparison
We may be liable for the investigation and cleanup of environmental contamination at each of our production facilities and at off-site locations where we arrange for the disposal of hazardous substances or wastes. If these substances or wastes have been or are disposed of or released at sites that undergo investigation and/or remediation by regulatory agencies, we may be responsible under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or other environmental laws for all or part of the costs of investigation and/or remediation, and for damages to natural resources. For example, our Pekin Campus used coal as its primarysee in full comparisonresources.source of fuel for steam production until 2016. Wemaymanagedalsoassociated waste in part through a coal ash pond, an engineered impoundment site used to store waste byproducts. We operated the pond under an Illinois state operating permit that included a special condition that any ash impoundments either besubjectcapped and closed in accordance with an Illinois EPA-approved closure plan or removed. Although we continue torelatedoperateclaims by private parties alleging property damagepumps andpersonalmaintaininjuryprotocolsdueundertooperatingexposurepermittoconditions, our permit has expired, hashazardousnot been renewed and we are in discussions with the Illinois EPA regarding a closure plan or othermaterialsremediation.atTheorIllinoisfromEPA previouslythosedeniedproperties.ourSomeclosureofplantheseformattersamaybeneficialrequirere-useusthat would have utilized the ash as a structural fill. Although we continue toexpendpursuesignificantaamountsclosureforplaninvestigation,that would involve beneficial re-use, including potential uses such as grain storage,cleanupcogeneration, CO2 utilization, a hydrogen facility or othercostsbeneficial use, including third-party redevelopment, and that may offset all or a significant portion of any cleanup costs, we can provide no assurance that the Illinois EPA will allow any beneficial re-use and nor can we provide any assurance that the Illinois EPA will notcoveredmandatebysiteinsurance.cleanup, the costs of which, while not estimable at this time, could be substantial and could have a material adverse effect on our business, financial condition and results of operations.
The EPA maysee in full comparisonissuegrant small refinerywaivers,exemptions, in wholefullor in part,tothat reduce or eliminate annualrenewable fuelRFS volumerequirementsobligations for small refineries, which are defined as refineriesthatwithprocessan averagefeweraggregatethandaily crude oil throughput not exceeding 75,000barrelsbarrels. If granted, these exemptions can remove the affected refinery’sofgasolinepetroleumanddaily.diesel from applicable RFS percentage standards for the relevant compliance year. In the past, the EPA hasissuedgranted small refinerywaiversexemptions that have materially and adversely affected overall demand for and the price of fuel-grade ethanol. The U.S. Court of Appeals for the Fifth Circuit, inthe fourth quarter ofNovember 2023, struck down the EPA’s decision to deny numerous small refinerywaivers,exemptionfindingpetitions, holding that the EPA’s denials were impermissibly retroactive, contrary to law and counter to evidence in the litigation record. InAccordingly,light of that decision and recent EPA actions granting full or partial exemptions to a substantial number of petitions, small refinerywaivers from the EPAexemptions may continue to bemoregrantedlikely inattheelevatedfuturelevels,andwhich couldagainmaterially and adversely affect overall demandforfor, and the priceofof, fuel-grade ethanol.
“Section 45Z of the Inflation Reduction Act of 2022 provides a technology-neutral tax credit for the production of “clean fuel” that is produced in the United States and sold to an unrelated person during calendar years 2025 through 2029, with the amount of the credit determined in part by the fuel’s carbon intensity relative to a statutory baseline. We currently expect our Columbia plant and our Pekin Campus dry mill to be eligible to apply for and claim Section 45Z tax credits with respect to qualifying fuel they produce and sell. …”see in full comparison
Full comparison: every changed paragraph (40)
Our results of operations are highly impacted
by commodity prices, including the cost of corn, natural gas and other production inputs that we must purchase, and the prices of alcohols
and essential ingredients that we sell. Prices and supplies are subject to and determined by numerous market and other forces over which
we have no control, such as inclement or favorable weather, domestic and global demand, supply excesses or shortages, import and export
conditions conditions,
(including tariffs), inflationary conditions, global geopolitical tensions and various governmental policies in the United
States and throughout the world.
Historically, the spread between corn and fuel-grade
fuel-grade ethanol prices has fluctuated significantly. Fluctuations are likely to continue to occur. A sustained negative or narrow
spread, whether
as a result of sustained high or increased corn prices or sustained low or decreased alcohol or essential ingredient
prices, would adversely
affect our results of operations and financial condition. Revenues from sales of alcohols, particularly
fuel-grade ethanol, and essential
ingredients have in the past and could in the future decline below the marginal cost of
production, which have in the past and may again
in the future force us to suspend production, particularly fuel-grade ethanol
production, at some or all of our facilities. For example,
we hot-idled our Magic Valley facility in early 2023 due to unfavorable
market conditions and again hot-idled our Magic Valley facility
in early 2024 in part due to unfavorable market conditions and to
expedite the installation of additional equipment needed to achieve
the intended production rate, quality and consistency from the
corn oil and high protein system at the facility. We restarted the Magic
Valley facility in July 2024, but due to challenging market
economics, we cold-idled the plant at the end of 2024.2024, which remains idled.
-1515-- In addition, some of our fuel-grade ethanol marketing
and distribution activities for third-party gallons will likely be unprofitable in a market of generally declining prices due to the
nature of our business.
For example, to satisfy customer demand, we maintain certain quantities of fuel-grade ethanol inventory for subsequent
resale. Moreover,
weWhen procurequantities muchin excess of our own production are needed to meet customer demand, we procure fuel-grade ethanol inventoryfrom outside of contracted third-party marketing and distribution arrangementsthird
parties and therefore
must buy fuel-grade ethanol at a price established at the time of purchase and sell fuel-grade ethanol at an index
price established
later at the time of sale that is generally reflective of movements in the market price of fuel-grade ethanol. As a
result, our margins
for fuel-grade ethanol sold in these transactions generally decline and may turn negative as the market price of
fuel-grade ethanol declines.
Our fuel-grade ethanol sales are tied to prevailing
spot market prices rather than long-term, fixed-price contracts. Fuel-grade ethanol prices, as reported by the Chicago Mercantile Exchange,
ranged from $1.57 to $2.07 per gallon in 2025, $1.38 to $2.12 per gallon in 2024,2024 and from $1.58 to $2.67 per gallon in 2023 and from $2.00 to $2.88 per gallon in 2022.2023. In addition,
addition, even under longer-term, fixed-price contracts for our specialty alcohols, our customers may seek to renegotiate prices under
those contracts
during periods of falling prices or high price volatility. Fluctuations in the prices of our products may cause our results
of operations
to fluctuate significantly.
To partially offset the effects of production
input and product price volatility, in particular, corn and natural gas costs and fuel-grade ethanol prices, we may enter into contracts
to purchase a portion of our corn or natural gas requirements on a forward basis or fixto lock in the salepremium priceto offuel-grade ethanol market
prices on portions of our alcohol production.
In addition, we may engage in other hedging transactions involving exchange-traded futures
contracts for corn, natural gas and unleaded
gasoline from time to time. The financial statement impact of these activities is dependent
upon, among other things, the prices involved
and our ability to sell sufficient products to use all of the corn and natural gas for
which forward commitments have been made. We have
recognized losses in the past, and may suffer losses in the future, from our hedging
arrangements. For example, for the year ended December
31, 2023, we recognized net losses of $8.0 million related to the aggregate change
in the fair values of hedging contracts.
-1616--
For example, in late April 2025, during a period
of rapidly rising river levels, our loadout dock at our Pekin Campus was damaged, negatively impacting production and logistics, and
requiring our use of more costly third-party river transload vendors to minimize business interruption. In addition, in the first quarter
of 2024, extreme
cold weather conditions in January at our Pekin Campus restricted barge deliveries and increased standby fees. To manage
inventory levels,
we transported more product by rail, a higher cost mode of transportation. Cold weather conditions also required us
to shift to lower
margin feed products and reduced our production rates across our Pekin Campus, hindering our ability to produce specialty
alcohol at
full capacity. In the third quarter of 2023 we experienced unusually high unscheduled production downtime for repairs and
maintenance maintenance
which reduced sales volumes and profits. In 2022, a lightning strike at the utility servicing our Pekin Campus disrupted our operations,
cutting power to our facilities and materially affecting our production, resulting in unexpected repair and maintenance costs, lost production
and degradation in the quality of work-in-progress inventories.
-1717--
We evaluate our long-lived assets annually for impairment or when circumstances indicate that the full carrying value of an asset may be unrecoverable. These evaluations rely on financial and other assumptions concerning the assets, any of which may not materialize in the future. For example, we recognized asset impairments of $0.8 million, $24.8 million and $6.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. We may recognize additional impairments of the values of our long-lived assets in the future based on then-prevailing financial and other circumstances. Impairments of our long-lived assets may materially and adversely affect our results of operations.
We produce our alcohols from corn.corn Moreover,and our plants
plants are constructed and operate primarily as corn-based alcohol production facilities. Competitors and other third parties have undertaken
research to develop competing products to corn-based alcohols, and ethanol in particular, as well as new process technologies. These
research efforts seek alternatives to corn-based ethanol and traditional process technologies aimed at improving real or perceived problems
with the fuel, such as the carbon and energy intensity of its production, its lower energy content compared to gasoline and its hydrophobic
nature resulting in water separation in transit or at other times. Competitors and other third parties may develop new alcohols and processes
that improve on any of these or other real or perceived problems with corn-based alcohols, including ethanol. If viable competing products
or new process technologies are developed and attract widespread or even modest adoption, we may be forced to modify our production facilities,
including our process technologies, if possible, to transition in full or in part to these other products or process technologies to
remain competitive. Modifying our production facilities may require expertise that our personnel may not possess and would likely require
significant capital expenditures the funding for which we may not have. An inability to remain competitive due to the introduction and
adoption of competing products or new process technologies, or significant costs associated with the adoption of new products and process
technologies, would materially and adversely affect our business, financial condition and results of operations.
We have experienced adverse inflationary impacts
on key production inputs, wages and other costs of labor, equipment, services,services and other business expenses. In addition, we have experienced
adverse inflationary impacts on our budgets and expenses for many of our in-process and planned capital projects. InflationInflation, including
through tariffs, and its negative
impacts could escalate in future periods. Even if inflation stabilizes or abates, the prices of key
production inputs, wages and other
costs of labor, equipment, services,services and other business expenses, and for our capital projects, will
likely remain at elevated levels.
We may not be able to include these additional costs in the prices of the products we sell. As a result,
inflation and sustained higher
prices may have a material adverse effect on our results of operations and financial condition.
-1818--
-1919--
We have incurred significant losses and negative
operating cash flow in the past. For example, for the years ended December 31, 2024, 20232024 and 2022,2023, we incurred consolidated net losses of
of approximately $59.0 million, $28.0 million and $41.6$28.0 million, respectively. For the year ended December 31, 2024, we incurred negative
operating cash
flow of $3.5 million. We may incur losses and negative operating cash flow in the future. We expect to rely on cash on
hand, cash, if
any, generated from our operations, borrowing availability under our lines of credit and proceeds from our future financing activities,
activities, if any, to fund all of the cash requirements of our business. Additional losses and negative operating cash flow may hamper
our operations
and impede us from expanding our business.
We are engaged in multiple capital improvement initiatives
and projects.
These initiatives and projects, and their financing, costs, timing and effects, are based on our plans, expectations and
various assumptions that may
not eventuate. We may therefore be unable to timely achieve, or achieve at all, the results we expect, including as to projected additional
EBITDA and Adjusted EBITDA.expect.
We
are engaged in multiple capital improvement
initiatives and projects to diversify and enhance our revenue streams and to expand margins
and profitability by reducing costs. These initiatives and projects have
different timelines, returns on investment and risk profiles.profiles,
including regulatory risks. In addition, we mustmay have to raise significant additional capital to complete some
of our projects,initiatives including our CCS project.and
projects. Our expected financial and other results from these initiatives and projects are based on assumptions around
many factors,
including their costs, timing, operation and market prices prevailing at project completion and thereafter, as well as
tax and other
favorable environmental attributes associated with low carbon alcohol that may accrue to our benefit. For example, our
assumptions around the anticipated results of our CCS project rely heavily on the tax benefits that may accrue to us under the Inflation
Reduction Act of 2022 as well as other favorable environmental attributes associated with carbon capture and storage and low carbon alcohol
production. These tax and other benefits may
change, including as a result of new or repealed laws, new administrations and the implementation
or interpretation of existing laws,
or the exhaustion of funds or benefits available under a particular program. For example, in January
2025, the new administration suspended
all Inflation Reduction Act spending for 90 days. In addition, certain provisions of the Inflation
Reduction Act lack proposed or final
regulations and guidance. Regulators could issue new regulations or guidance that significantly
narrows the application of clean energy
tax incentives, and could even defer or withdraw regulations, which could materially and adversely
affect the economic outcome of our
capital CCSimprovement project.initiatives and projects. We can provide no assurances that any particular benefit will be available to us upon completion
completion of our CCS project, or thereafter, or any other capital improvement initiative or project.
Capital-2020-- improvement projects require significant
outlays of capital and are often subject to material execution risks and delays. Our CCS project in particular requires Environmental
Protection Agency, or EPA, approval but the EPA’s own projected timeline for approval has lengthened and may lengthen further.
We may have insufficient financial resources,
and we may be unable to raise sufficient capital, to complete our projects timely or at
all. Although we intend to use reputable third-party
contractors with expertise in their fields to implement our projects, adverse conditions
and events as well as delays in capital projects
are not uncommon. Moreover, the projects’ interaction with existing processes
may result in the degradation of other plant operations.
For example, operation of our corn oil and high protein system at our Magic
Valley facility previously resulted in inconsistent product
quality and degraded other operations at the plant, including production
rates. In the past, we have extended our expected completion
dates for various projects and, as circumstances require, may have to do
so again.
In addition, our CCS project may be adversely
affected by the SAFE CCS Act or the United States Supreme Court’s decision in the case of Chevron U.S.A., Inc. v. Natural Resources
Defense Council, Inc., or both, as discussed below. The timing and economics of our CCS project may also be adversely affected by new
rules proposed by the U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration that impose stronger
standards for CO2 pipelines and establish new standards for transporting CO2 in a gaseous state via pipeline, adding
additional requirements and costs to the project.
We can provide no assurances that our projects
will be completed, or if completed, will be completed timely or within budget. We also can provide no assurances that our project assumptions
will reflect prevailing future conditions or that our projects will achieve the results we expect, including as to projected additional
EBITDA and Adjusted EBITDA.expect. Failure to achieve our expected results
may have a material adverse effect on our business, financial condition
and results of operations.
We regularly incur significant expenses to repair,
maintain and upgrade our production facilities and operating equipment, estimated at an average of $30.0 million per year. WeFor the years
ended December 31, 2025, 2024 and 2023, we incurred
$35.0 $30.1 million, $34.6 million ofand these$29.5 expensesmillion, for 2024.respectively. The machines and equipment
we use to produce our alcohols and essential ingredients are complex,
have many parts, and some operate on a continuous basis. We must
perform routine equipment maintenance and must periodically replace
a variety of parts such as motors, pumps, pipes and electrical parts,
and engage in other repairs. In addition, our production facilities
require periodic shutdowns to perform major maintenance and upgrades.
Our production facilities also occasionally require unscheduled
shutdowns to perform repairs. For example, we completed our biennial
wet mill outage at our Pekin Campus in Spring 2024. The wet mill
was offline for ten days, which negatively impacted sales and margins
for the second quarter. In the first quarter of 2024, production
at our ColombiaColumbia facility was hampered by equipment issues that extended
the facility’s regularly scheduled outage. In the third
quarter of 2023 we experienced unusually high unscheduled production downtime
for repairs and maintenance at our Pekin Campus which reduced
sales volumes and increased losses. These scheduled and unscheduled shutdowns
result in lower sales and increased costs in the periods
during which a shutdown occurs and could result in unexpected operational issues
in future periods resulting from changes to equipment
and operational and mechanical processes made during shutdown.
We may be unable to qualify for and receive anticipated Section 45Z tax credit benefits available to low carbon fuel producers.
Section 45Z of the Inflation Reduction Act of 2022 provides a technology-neutral tax credit for the production of “clean fuel” that is produced in the United States and sold to an unrelated person during calendar years 2025 through 2029, with the amount of the credit determined in part by the fuel’s carbon intensity relative to a statutory baseline. We currently expect our Columbia plant and our Pekin Campus dry mill to be eligible to apply for and claim Section 45Z tax credits with respect to qualifying fuel they produce and sell. Our ability to qualify for and receive these tax credits will depend on, among other things, our ability to produce qualifying low carbon fuel in anticipated volumes, to achieve and document the carbon intensity levels required under Section 45Z and applicable Treasury and IRS guidance, and to comply with related registration, measurement, reporting and substantiation requirements. If we are unable to produce low carbon fuel in anticipated amounts (including as a result of plant outages or other operational issues), if our fuels do not achieve the required or expected carbon intensities under the applicable carbon intensity methodology, or if we fail to satisfy applicable tax, regulatory, or documentation requirements, we may be unable to qualify for and receive Section 45Z tax credits in the amounts we currently anticipate, or at all, which could materially and adversely affect our results of operations and financial condition. In addition, Section 45Z is scheduled to be available only for qualifying fuel produced and sold from January 1, 2025 through December 31, 2029, and there can be no assurance that Congress will extend or replace this credit.
-2121--
We have incurred,incurred and anticipate incurring additional,
substantial indebtedness for our capital improvement projects. We expect that these projects, when completed, will generate financial
returns sufficient to service and ultimately repay or refinance our indebtedness. However, the costs, timing, and effects of our capital
improvement projects may not meet our projections. In addition, our indebtedness could:
Federal and state income tax laws impose restrictions
on our ability to use of net operating loss, or NOL, and tax credit carryforwards in the event thatif an “ownership change” occurs for
tax purposes,
as defined byin sectionSection 382 of the Internal Revenue Code, or Code. In general, an ownership change occurs when one or more stockholders
each owning 5% or more of a corporation entitled to use NOL or other loss carryforwards have increased their ownership by more than 50
percentage percentage
points during any three-year period. The annual base limitation under section 382 of the Code is calculated by multiplying
the corporation’s
value at the time of the ownership change by the greater of the long-term tax-exempt rate determined by the Internal
Revenue Service
in the month of the ownership change or the two preceding months. OurAs a result, our ability to utilize our NOL and other
loss carryforwards may be
substantially limited. TheseAny limitationssuch limitation could result in increased future tax obligations, which could have
a material adverse effect
on our financial condition and results of operations.
-2222--
We may be liable for the
investigation and cleanup
of environmental contamination at each of our production facilities and at off-site locations where we
arrange for the disposal of hazardous
substances or wastes. If these substances or wastes have been or are disposed of or released
at sites that undergo investigation and/or
remediation by regulatory agencies, we may be responsible under the Comprehensive
Environmental Response, Compensation and Liability
Act of 1980, or other environmental laws for all or part of the costs of
investigation and/or remediation, and for damages to natural resources. For example, our Pekin Campus used coal as its primary
resources.source of fuel for steam production until 2016. We maymanaged alsoassociated waste in part through a coal ash pond, an engineered
impoundment site used to store waste byproducts. We operated the pond under an Illinois state operating permit that included a
special condition that any ash impoundments either be subjectcapped and closed in accordance with an Illinois EPA-approved closure plan or
removed. Although we continue to relatedoperate claims by private parties alleging property damagepumps and personalmaintain injuryprotocols dueunder tooperating exposurepermit toconditions, our permit has expired, has
hazardousnot been renewed and we are in discussions with the Illinois EPA regarding a closure plan or other materialsremediation. atThe orIllinois fromEPA
previously thosedenied properties.our Someclosure ofplan thesefor mattersa maybeneficial requirere-use usthat would have utilized the ash as a structural fill. Although we
continue to expendpursue significanta amountsclosure forplan investigation,that would involve beneficial re-use, including potential uses such as grain storage,
cleanupcogeneration, CO2 utilization, a hydrogen facility or other costsbeneficial use, including third-party redevelopment, and that
may offset all or a significant portion of any cleanup costs, we can provide no assurance that the Illinois EPA will allow any
beneficial re-use and nor can we provide any assurance that the Illinois EPA will not coveredmandate bysite insurance.cleanup, the costs of which,
while not estimable at this time, could be substantial and could have a material adverse effect on our business, financial condition
and results of operations.
We may also be subject to related claims by private parties alleging property damage and personal injury due to exposure to hazardous or other materials at or from those properties. Some of these matters may require us to expend significant amounts for investigation, cleanup or other costs not covered by insurance.
-2323--
Our CCS project may be adversely affected
by the SAFE CCS Act and other Regulations.
The SAFE CCS Act was signed into law in Illinois
in July 2024. We are pursuing at our Pekin Campus, located in Illinois, a CCS project that will require significant financial and personnel
resources. Our CCS project is our most important ongoing capital improvement initiative. The SAFE CCS Act establishes stringent safety,
financial and insurance requirements on CO2 pipelines and imposes a moratorium on the construction of new CO2 pipelines
until the U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration finalizes its new safety rules
or July 1, 2026, whichever occur sooner. The SAFE CCS Act will result in increased compliance and other requirements likely adding costs
and potentially adding time to complete our CCS project. In January 2025, the U.S. Department of Transportation’s Pipeline and Hazardous
Materials Safety Administration proposed new rules that impose stronger standards for CO2 pipelines and establish new standards
for transporting CO2 in a gaseous state via pipeline, adding additional requirements
and costs to the project. We can provide no assurance that our CCS project will not be adversely affected by the SAFE CCS Act or other
regulations or that it will be financially viable in light of any new requirements and potential delays.
The domestic market for fuel-grade ethanol is significantly
significantly impacted by federal mandates for volumes of renewable fuels (such as ethanol) required to be blended with gasoline. Future
demand for
fuel-grade ethanol will largely depend on incentives to blend ethanol into motor fuels, including the price of ethanol relative
to the
price of gasoline, the relative octane value of ethanol, constraints on the ability of vehicles to use higher ethanol blends,
and the EPA’s,
EPA’s established volumes from time to time, small refinery waivers, and other applicable environmental requirements.
-2424-- The EPA has implemented the Renewable Fuel Standard
under the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007. The EPA, in coordination with the Secretary
of Energy and the Secretary of Agriculture, determines annual quotas for the quantity of renewable fuels (such as fuel-grade ethanol)
that must be blended into motor fuels consumed in the United States. The EPA finalized mandatory volumes of 15.015 billion gallons for each
each of 2023,2025, 2024,2024 and 20252023 of conventional renewable fuels, or corn-based fuel-grade ethanol, and has proposed mandatory volumes of 15 billion
gallons for each of 2026 and 2027, which could decline infor those or other future years.
The EPA may issuegrant small refinery waivers,exemptions, in
whole full
or in part, tothat reduce or eliminate annual renewable fuelRFS volume requirementsobligations for small refineries, which are defined as refineries thatwith processan
average feweraggregate thandaily crude oil throughput not exceeding 75,000 barrelsbarrels. If granted, these exemptions can remove the affected refinery’s
ofgasoline petroleumand daily.diesel from applicable RFS percentage standards for the relevant compliance year. In the past, the EPA has issuedgranted small
refinery waiversexemptions that have materially and adversely affected overall demand
for and the price of fuel-grade ethanol. The U.S. Court
of Appeals for the Fifth Circuit, in the fourth quarter ofNovember 2023, struck down
the EPA’s decision to deny numerous small refinery waivers,exemption findingpetitions,
holding that the EPA’s denials were impermissibly retroactive,
contrary to law and counter to evidence in the litigation record.
In Accordingly,light of that decision and recent EPA actions granting full or partial exemptions to a substantial number of petitions, small refinery waivers from the EPA
exemptions may continue to be moregranted likely
inat theelevated futurelevels, andwhich could again materially and adversely affect overall demand forfor, and the price of
of, fuel-grade ethanol.
-2525-- There are limited markets for fuel-grade ethanol
beyond those established by federal mandates. Discretionary blending and E85 blending (i.e., gasoline blended with up to 85% fuel-grade
ethanol by volume) are important secondary markets. Discretionary blending is often determined by the price of fuel-grade ethanol relative
to the price of gasoline. In periods when discretionary blending is financially unattractive, the demand for fuel-grade ethanol may decline.
Also, the demand for fuel-grade ethanol is affected by the overall demand for transportation fuel. Demand for transportation fuel is affected
affected by the number of miles traveled by consumers and vehicle fuel economy. Lower demand for fuel-grade ethanol and essential ingredients,
including through the transition by consumers to alternative fuel vehicles such as electric vehicles and hybrid vehicles, would reduce
the value of our ethanol and related products, erode our overall margins and diminish our ability to generate revenue or to operate profitably.
In addition, we believe that additional consumer acceptance of E15 and E85 fuels is necessary before fuel-grade ethanol can achieve any
significant growth in market share relative to other transportation fuels.
The United States Supreme Court’s decision in
in the case of ChevronLoper U.S.A.,Bright Inc.Enterprises v. Natural Resources Defense Council, Inc.Raimondo may result in less industry-favorable rulemaking and agency
interpretations of laws and
regulations, which could materially and adversely affect our results of operations, cash flows and financial
condition as well as the
business and financial prospects of certain capital improvement projects, such as CCS.projects.
TheIn June 2024, the United States Supreme Court, in theLoper landmarkBright Enterprises
case of Chevron U.S.A., Inc. v. NaturalRaimondo, Resources Defense Council, Inc., recently overturnedoverruled its prior doctrineChevron ofdoctrine, judicialwhich deference
had required courts to defer to reasonable administrative interpretations of
ambiguous lawsfederal and regulations.statutes. This outcome could materiallyincrease litigation risk and adverselyuncertainty affectaround rulemaking and agencies’agency interpretations that
interpretationsare favorable to the renewable fuels industry, such as the EPA’s administration of the RenewableRFS. Fuel Standard. This
outcomeIt could also materially and adversely
affect the Treasury Department’s ability to promulgate and sustain favorable regulations under
the Inflation Reduction Act of 2022,
including includingregulations implementing tax credits such as the sectionSection 45Q45Z carbonclean capturefuel and storageproduction tax credits and section
45Z low carbon fuel tax credits,credit, as well as other industry-favorable
tax credits. Less industry-favorable rulemaking and agency interpretations
of laws and regulations could materially and adversely affect
our results of operations, cash flowsflows, and financial conditioncondition, as well as
the financial prospects of certain capital improvement projects, such as CCS.projects.
-2626--
-2727--
-2828-- Further, if we fail to adequately maintain our
information technology infrastructure, we may have outages and data loss. Excessive outages may affect our ability to timely and efficiently
deliver products to customers or develop new products. Such disruptions and data loss may adversely impact our ability to fulfill orders
and interrupt other processes. Delayed sales or lost customers resulting from these disruptions could adversely affect our financial results,
results, stock price and reputation.
Management's Discussion & Analysis (MD&A)
New heading “Transferable Tax Credits, net”
New heading “Excess Insurance Proceeds”
Removed heading “Accounting for Business Combinations”
Removed heading “Revenue Recognition”
Removed heading “Derivative Instruments”
Largest changes
“Asset impairments for the fourth quarter totaled $24.8 million, consisting of $21.4 million related to the cold idling of our Magic Valley plant and $3.4 million related to the impairment of intangibles from the integration of certain Eagle Alcohol activities, compared to a $6.0 million impairment in the prior year period related to Eagle Alcohol’s goodwill.”see in full comparison
We recorded asset impairment charges ofsee in full comparison$24.8$0.8 millionmillionfor20242025 as compared$6.5to $24.8 million for2023.2024. The 2025 impairments relate to certain abandoned projects. The 2024 impairments reflect $21.4 million for our Magic Valley asset group, as we cold-idled the plant at the end of the year, and $3.4 million for intangible assets of Eagle Alcohol.The 2023 impairments relate to the goodwill associated with our acquisition of Eagle Alcohol.
“As an additional cost saving initiative, we cold-idled our Magic Valley facility at the end of 2024. For context, starting in 2022, we saw an opportunity to take advantage of premium prices for high quality protein and corn oil. Consistent with our business strategy to improve yields of high margin products, we undertook the installation and ultimate commissioning of high-quality protein and corn oil technology at our Magic Valley plant. The installation took much longer and cost significantly more than expected. …”see in full comparison
“Our realized derivative losses, which are included in Adjusted EBITDA (defined below), were $3.5 million for the fourth quarter compared to $2.3 million for the prior year period. Unrealized derivative gains, which are excluded from Adjusted EBITDA, were $5.5 million for the fourth quarter compared to a loss of $8.2 million for the prior year period, resulting in a positive $13.7 million year-over-year net difference. …”see in full comparison
“Our fourth quarter and full-year financial results reflect challenging market conditions, including lower crush margins, compared to the fourth quarter of 2023 and the prior full year. As discussed below, we took decisive action to rationalize our business which, together with over $30 million in associated asset impairments, resulted in a material portion of the substantial non-cash, one-time expenses for the fourth quarter and full year 2024, resetting our base. We also reduced our annual expense run rate by nearly $8 million. …”see in full comparison
Full comparison: every changed paragraph (114)
We operate five alcohol production facilities.
Three of our production facilities are located in Illinois, one is located in OregonOregon, and another is located in Idaho. We have an annual
alcohol production capacity of 350330 million gallons, including both renewable fuels and specialty alcohols ranging from industrial-, pharmaceutical-,
and high-quality food- and beverage-grade alcohols. Of this amount, we can produce up to 110 million gallons annually of specialty alcohols,
depending on our product mix among high-quality beverage-grade alcohol and other quality specification alcohols. We market and distribute
all of the alcohols produced at our facilities as well as alcohols produced by third parties. In 2024,2025, we marketed and distributed approximately
386350 million gallons combined of our own produced alcohols as well as fuel-grade ethanol produced by third parties, and over 1.41.2 million
tons of essential ingredients on a dry matter basis.ingredients.
We also own and operate a liquid CO2 production facility adjacent to our plant in Oregon for the offtake of CO2 gas from the plant for conversion to liquid CO2 and subsequent sale. In addition, we break bulk and distribute specialty alcohols, produced by us and third parties.
In addition, we break bulk distribute specialty
alcohols, produced by us and third parties, through our Eagle Alcohol business.
-3333--
We produce specialty
alcohols, renewable fuels
and essential ingredients, focusing on five key markets: Health, Home & Beauty; Food &
Beverage; Industry &
Agriculture; Essential Ingredients; and Renewable Fuels. Products for Health,
Home & Beauty markets include
specialty alcohols used in mouthwash, cosmetics, pharmaceuticals, hand sanitizers,
disinfectants and cleaners. Products for Food &
Beverage markets include grain neutral spirits used in alcoholic
beverages and vinegarvinegar, andas well as corn germ used for corn oils. Products
for Industry & Agriculture markets include
alcohols and other products for paint applicationsapplications, inks, vehicle fluids and fertilizers. Products for
Essential Ingredients markets include dried
yeast, corn protein meal, corn protein feed, corn germ, distillers grains, gas and liquid
CO2 and liquid feed used in
commercial animal feed and pet foods. We also sell yeast and gas and liquid CO2 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. Our specialty alcohols for the Industry & Agriculture, Food & Beverage and Health, Home &
& Beauty markets represented approximately 12%,11%, 7%6% and 3%,2%, respectively, of our sales in 20242025 fromto customers in these three
markets.
All of our production facilities, other than our
Magic Valley plant, were operating for all of 2024,2025, subjectother tothan for scheduled and unscheduled downtimes to address facility repair and
maintenance.
In January 2024, we temporarily hot-idled our Magic
Valley facility
to minimize losses from negative regional crush margins and to expedite the installation of additional equipment to achieve
the intended
production rate, quality and consistency from our corn oil and high protein system at the facility. We restarted our Magic
Valley facility
in July 2024 and by October 2024, the facility consistently achieved average ethanol production rates at full capacity,
the protein content
yield from the plant reached 50% or greater, and we were able to expand our corn oil yields. Increases in regional
corn basis and declining
market prices for protein and corn oil resulted in overall margin compression, outweighing the economic benefits
of our plant improvements.
As a consequence, we cold-idled our Magic Valley facility onfor Decemberall 31,of 20242025 and through the filing of this report to minimize financial
losses. losses.
We continue to provide terminalethanol terminaling services at the plant and intend tomay resume operations at the facility whenif the economic
environment in
the region sustainably improves. We believe that the cold-idling of our Magic Valley facility will have a positive impact on our overall
financial results in 2025 compared to 2024.
-3434-- We market and distribute all the alcohols and essential
essential ingredients we produce at our facilities. We also market and distribute alcohols produced by third parties.
Q4 Financial Review, Current Initiatives and Outlook
Our fourth quarter capped a year of strong execution and was a pivotal milestone in our strategic realignment. Entering the year, we made tactical decisions to focus on opportunities under our control to maximize earnings. We adjusted staffing to align with our current organizational footprint, captured cost savings, invested in the throughput and efficiency of our plants, culled underperforming business activities in our marketing and distribution segment, and maintained operational discipline in support of our revenue diversification efforts.
In the fourth quarter, gross profit increased $16.6 million and net income improved $63.5 million while Adjusted EBITDA grew by $35.6 million compared to the same period in 2024. For the full year, gross profit increased $25.2 million and net income improved $72.4 million while Adjusted EBITDA grew by $53.2 million compared to the full year 2024. These robust improvements were driven by multiple key factors, primarily, increased crush margins, qualified Section 45Z tax credits, strong renewable fuel export sales and our receipt of excess insurance proceeds.
For the fourth quarter, crush margins were $0.23 per gallon compared to $0.08 in the same period in 2024. An increase in renewable fuel export sales at premiums to domestic sales contributed $5 million from both higher volumes and a higher average sales price per gallon. We also realized $2.6 million less in compensation costs for the quarter due to staff reductions implemented earlier in the year, including the impact of idling our Magic Valley plant and a gain on our annual pension valuation adjustment. In addition, the sale of Oregon carbon credits contributed an additional $2.9 million due to improved market pricing.
We continued to benefit in the fourth quarter from our Alto Carbonic acquisition, which contributed $1.4 million in gross profit to our Western Production segment. With the idling of our Magic Valley facility, our Western Production segment achieved positive gross profit for the quarter and for the full year. With high-value liquid CO2 now in our product mix, our essential ingredients return at our Western Production segment improved to 48% in the fourth quarter from 30% for the same period in 2024 and contributed to an increase in our overall 2025 consolidated return of 52% compared to 43% for the full-year 2024. Partially offsetting these improvements was net negative $4.2 million in combined realized and unrealized changes in derivatives at period end.
We made significant progress in determining the amount of Section 45Z transferable tax credits for 2025 and associated incremental earnings. We expect to qualify approximately 90 million gallons of combined production on an annual basis for Section 45Z credits at our Columbia and Pekin dry mill facilities. In the fourth quarter, we recorded $7.5 million, or $0.10 per gallon, net of monetization costs, in Section 45Z credit earnings for the full year. For 2026, with the removal of the indirect land use change (iLUC) from the GREET model, we expect to qualify for $0.20 per gallon at our Columbia and Pekin dry mill facilities and to generate approximately $15 million in total net proceeds. We continue to pursue opportunities to further lower our carbon scores. Our Pekin wet mill and our ICP plant do not currently qualify for these tax credits, but those facilities are advantaged to serve a variety of domestic and export markets with alcohol supplies predominantly sold at a premium to renewable fuel.
-3535-- With respect to our efforts to optimize and monetize our Western assets, as previously disclosed, current market conditions, including operational improvements, together with the positive impact of our Alto Carbonic acquisition, have materially changed our calculus for simply selling the facilities. Given our Columbia plant’s improved profitability, we are no longer actively marketing this asset. We continue to evaluate all options for our Magic Valley facility, including selling the plant as well as restarting and capturing Section 45Z credits and monetizing the valuable CO2 the facility would produce.
For 2026, we plan to boost our capital expenditures to approximately $25 million while maintaining strong cost discipline and prioritizing projects with the highest return on investment. Approximately 45% of our capital expenditures budget is earmarked for maintenance projects while the remaining 55% is allocated to optimization projects, including to implement higher production capacity at our Pekin dry mill. Included in the $25 million budget are the costs to complete repairs of our existing damaged Pekin Campus dock and to add a second alcohol loadout dock. We are building the second dock to mitigate future business interruption and enhance our logistical capabilities by expanding throughput and creating redundancy. We expect to begin repairing the original dock and installing the second dock this spring, and we anticipate completing both projects by the end of 2026.
We entered 2026 with a leaner cost structure and a better mix of premium exports and carbon utilization, as well as expanded CO₂ opportunities and potential upside from Section 45Z tax credits. We addressed losses at underperforming assets, removed structural costs and repositioned our portfolio toward higher value and more consistent revenue streams, and we are moving forward with plans to improve our return on assets. Improving our operations should strengthen our ability to capitalize on favorable margin environments, stabilize our business when margins are compressed and ensure that our assets are producing positive returns. In 2026, we intend to focus on factors within our control, driving improved profitability and executing on multiple opportunities to grow earnings.
The first quarter is a seasonally challenging period, and in January 2026, extreme cold weather disrupted river logistics and curtailed production at our Pekin Campus. We took advantage of the downtime to accelerate some of our planned repairs scheduled for the second quarter during our biennial wet mill outage. This has allowed us to defer the remaining work until the spring of 2027 and to recoup January’s lost production volumes in the second quarter. As to additional outages planned for 2026, we expect normal second quarter outages at our Columbia and ICP facilities, consistent with planned outages in 2025. In the second half of 2026, our Pekin dry mill is scheduled for a longer outage to implement a capacity project to increase production at the facility by approximately 8%, further improving the plant’s profitability.
CO2 utilization remains a compelling opportunity as demand for liquid CO2 continues to rise. In 2026, we intend to capitalize further on demand growth in the Pacific Northwest and on our liquid CO2 processing capabilities by increasing our throughput volume and storage capacity. We are also assessing large scale CO2 utilization and sequestration opportunities at our Pekin Campus and we are developing plans to capture more value for our CO2 as rapidly as possible. We have contracted to sell a significant volume of renewable fuel exports for the first half of 2026 and we see more opportunities to expand volumes and premiums in this market. In addition, we are on track for 2026 to match our high-quality alcohol volumes in 2025.
Finally, on the regulatory front, we continue to view E15 as a meaningful long-term demand tailwind for the farming and renewable fuel industries. While permanent nationwide adoption is not yet finalized, the EPA has consistently supported summer E15 sales through waivers, and entering 2026, political momentum has strengthened with renewed Administration and bipartisan Congressional support. Taken together, we believe the trajectory for E15 remains clearly positive and supportive of incremental ethanol demand over time.
Our fourth quarter and full-year financial results
reflect challenging market conditions, including lower crush margins, compared to the fourth quarter of 2023 and the prior full year.
As discussed below, we took decisive action to rationalize our business which, together with over $30 million in associated asset impairments,
resulted in a material portion of the substantial non-cash, one-time expenses for the fourth quarter and full year 2024, resetting our
base. We also reduced our annual expense run rate by nearly $8 million. Together with improved performance at our Pekin Campus wet mill,
our synergistic acquisition of premium liquid CO2 processing and our entry into the European market through International
Sustainability and Carbon Certification, or ISCC, product sales, we are optimistic about 2025.
As part of our ongoing efforts to maximize shareholder
value, we have engaged an investment banking firm to explore the sale of our production facilities located in Oregon and Idaho. In addition,
with the assistance of our financial and legal advisors, we are considering a broad range of other options, including asset sales, a merger
or other strategic transactions to better align our long-term value potential.
In January, we acquired Kodiak Carbonic, a beverage-grade
liquid CO2 processor, for $7.6 million. This processing facility, renamed Alto Carbonic, is located adjacent to our Columbia
plant in Boardman, Oregon and has been operating profitably since 2015.
Alto Carbonic processes biogenic CO2
gas produced as a byproduct of the fermentation process at our Columbia plant and converts it into premium liquid CO2. The
finished product is sold into the Northwestern region of the United States for use in food and beverage processing, industrial cooling,
and other applications. The facility produces an average of approximately 56,000 tons annually of liquid CO2 with the capacity
to produce over 70,000 tons annually and the potential for further expansion. Alto Carbonic currently uses only 50% of our Columbia plant’s
biogenic CO2 gas.
Simultaneous with this acquisition, we entered
into an amended long-term sales offtake agreement with a leading North American industrial gas supplier. The acquisition is immediately
accretive and has a compelling payback of approximately two years. We are in the process of integrating the liquid CO2 plant
with our Columbia facility, improving coordination between operations. We expect to realize additional cost savings through synergies
in production and overhead. We are also evaluating an opportunity to increase storage capacity at the site to improve logistics and take
advantage of spot market demand for premium liquid CO2.
The acquisition immediately stems the recent lack
of profitability at our Columbia plant, provides a stronger financial foundation to overcome competitive challenges for destination plants
and significantly increases the value of these combined assets.
We integrated Eagle Alcohol’s high quality
alcohol bulk operations and customers into our Pekin Campus and Kinergy businesses and have now turned our focus to converting Eagle Alcohol’s
break-bulk warehousing and trucking operations into a profitable service center.
We also decreased staff at other operations, reducing
overhead run-rates of both costs of goods sold and selling, general and administrative expenses. In total, we reduced headcount by 16%
and expect to save nearly $8 million annually from these efficiencies, improving our bottom-line run rate and helping us manage our liquidity.
We expect to realize the full annualized financial benefit from these cost saving initiatives beginning in the second quarter.
As an additional cost saving initiative, we cold-idled
our Magic Valley facility at the end of 2024. For context, starting in 2022, we saw an opportunity to take advantage of premium prices
for high quality protein and corn oil. Consistent with our business strategy to improve yields of high margin products, we undertook
the installation and ultimate commissioning of high-quality protein and corn oil technology at our Magic Valley plant. The installation
took much longer and cost significantly more than expected. In addition, we underestimated the negative impact that the buildout of renewable
diesel and soy crush capacity would have on market prices for protein and corn oil in the region. Compounded by the dramatic swing in
delivered corn prices for Western operations compared to our Midwestern facilities, it became impossible to operate our Magic Valley
facility profitably. By cold idling the plant and reducing our variable and fixed costs as much as possible, we have stopped this drag
on the profitable areas of our business. In the fourth quarter, we took a significant impairment charge related to the Magic Valley plant.
To partially offset remaining carry expenses, and to serve our customers in the area, we are opportunistically using the facility as
a renewable fuel terminal.
At our Pekin Campus, we continue to pursue opportunities
to optimize carbon, which historically was considered a waste stream with only marginal value. In November, we achieved an important
milestone by finalizing our CO2 transportation and sequestration agreement with Vault 44.01, or Vault. This partnership is
critical to our carbon capture and storage, or CCS, project. In December, Vault submitted the formal application to the EPA for our CCS
project to obtain the Class VI permit required to begin construction of the CCS pipeline and for long-term CO2 storage in
deep geological formations.
CCS operations require significant development
and planning. The EPA requires extensive site analysis, monitoring and safety measures to safeguard underground water supplies. The approval
process is currently estimated to take at least two years. We expect that this approval timeline will also allow the time necessary to
address Illinois’s current moratorium on new CO2 pipelines imposed as part of its SAFE CCS Act. The moratorium is in
effect until the earlier of July 2026 or revised federal safety standards are established.
Although progress on our CCS project has been
slow, significant changes have occurred in the political and regulatory environment, as well as the carbon market, during that time.
Our deliberate pace has been advantageous as we navigate these changes and discover effective paths forward. The extended period required
for regulatory approvals affords us additional time to develop the necessary infrastructure plans, including compression and energy solutions.
We also intend to use the additional time to secure necessary financing. Finally, working with Vault, we are focused on meeting with
local groups and authorities to educate the community about our CCS project, strengthen support and address concerns.
At our Pekin Campus, we are proactively modifying
our operations to deliver higher value products. Following our biennial wet mill outage in spring 2024, we improved plant utilization,
operating the wet mill at nameplate capacity of 100 million gallons. Pekin Campus production volume in the fourth quarter increased 3.8
million gallons over the prior year period. This 7% increase demonstrates the effectiveness of our maintenance program. Carrying these
improvements into 2025, we expect to produce an additional 8 million gallons for the full year, lowering our per gallon cost of production
and enabling us to produce a greater volume of specialty alcohols.
We applied for, and in late summer obtained for
our Pekin Campus, ISCC certification for our renewable fuels business to allow us to ship qualified renewable fuel to the European Union
where we typically are able to garner premium prices compared to domestic markets. We began exporting certified renewable fuel to European
markets in the fourth quarter and anticipate expanding exports in 2025.
In our premium specialty alcohol business, we
continue to materially differentiate our products through our certifications and customer relationships. For 2024, we sold nearly 92
million gallons of specialty alcohols. In 2025, our goal is to balance production levels between specialty alcohols and ISCC renewable
fuels to maximize margins while addressing customer needs. We also completed another ISO 9001 audit with no adverse findings, a testament
to our culture of quality.
For the fourth quarter, we sold 95.1 million gallons,
up from 92.5 million gallons for the same period in 2023, largely reflecting production improvements at our Pekin Campus from our planned
repairs and maintenance program. However, our sales price per gallon averaged $1.88 in the fourth quarter compared to $2.24 for the same
period in 2023, reducing net sales by $38 million for the year over year period. Market crush margins declined nearly 18 cents per gallon
in the fourth quarter resulting in an $8.7 million adverse impact to gross profit for the period. In addition, returns from protein sales
were negatively impacted by expanded soy crush intended to meet renewable diesel demand, higher wet feed product mix and the inability
of a key customer to take product deliveries following Hurricane Helene. Low carbon fuel credit prices also declined in the fourth quarter
compared to the prior year period but improved sequentially from the third quarter of 2024 and continue to recover from market lows.
Our realized derivative losses, which are included
in Adjusted EBITDA (defined below), were $3.5 million for the fourth quarter compared to $2.3 million for the prior year period. Unrealized
derivative gains, which are excluded from Adjusted EBITDA, were $5.5 million for the fourth quarter compared to a loss of $8.2 million
for the prior year period, resulting in a positive $13.7 million year-over-year net difference. Our non-cash, lower of cost or market
adjustment on physical inventories and mark-to-market on corn commitments resulted in a $3.5 million reserve in the fourth quarter compared
to $2.2 million in the prior year period. In the fourth quarter, we recognized final acquisition-related expenses for Eagle Alcohol of
$5.7 million, of which $5.0 million was non-cash, compared to $0.7 million in the prior year period.
Asset impairments for the fourth quarter totaled
$24.8 million, consisting of $21.4 million related to the cold idling of our Magic Valley plant and $3.4 million related to the impairment
of intangibles from the integration of certain Eagle Alcohol activities, compared to a $6.0 million impairment in the prior year period
related to Eagle Alcohol’s goodwill.
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 a non-GAAP financial measuresmeasure 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.
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, excess insurance proceeds, acquisition-related expense,expense (recoveries), provision or benefit for income taxes, asset impairments,
and depreciation and amortization expense.
A
table is provided below
to reconcile Adjusted EBITDA to its most directly comparable GAAP measure, consolidated net income (loss).
Adjusted EBITDA and Adjusted EBITDA
areis not measuresa measure of financial performance under GAAP and should not be considered as alternativesan alternative 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 havehas limitations as an analytical toolstool and you should
not consider these
measuresthis measure in isolation or as a substitute for analysis of our results as reported under GAAP.
-3636-- 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.
Reconciliation of Adjusted
Adjusted EBITDA to Consolidated Net Income (Loss)
Our consolidated net sales declined by $0.3$47.3 million
to $0.9 billion
to for 2025 from $1.0 billion for 2024 from $1.2 billion for 2023.2024. Our net income (loss) attributable to common stockholders increased by $31.0$72.4 million
to $12.1 million tofor 2025 from a
net loss of $60.3 million for 2024 from a net loss of $29.3 million for 2023.2024.
-3737--
We generate sales by marketing all of the alcohols
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 protein meal, corn protein feed,
corn germ, distillers corn oil and
distillers grains and liquid feed used in commercial animal feed and pet foods. We also sell yeast and gas and liquid
CO2 for
human consumption.
Our consolidated average
alcohol sales price declined
improved by 21%4% to $2.02 per gallon for 2025 compared to $1.95 per gallon for 2024 compared to $2.47 per gallon for 2023.2024. The average price of
fuel-grade ethanol as reported by the
Chicago Mercantile Exchange, or CME, declinedalso improved by 24%4% to $1.76 per gallon for 2025 compared
to $1.69 per gallon for 2024 compared to $2.22 per gallon for 2023.2024. Our consolidated average
cost of corn declined by 28%1% to $4.72$4.68 per bushel for 20242025 from $6.58$4.72 per
bushel for 2023.2024. The average price of corn as reported by the
CME declinedincreased by 25%4% to $4.24$4.39 per bushel for 20242025 from $5.64$4.24 per bushel
for 2023.2024.
-3838-- We believe that our gross profit margins depend primarily on the following key factors:
Certain performance
metrics that we believe are important indicators of our results of operations include:
-3939-- Certain performance metrics that we believe are important indicators of our results of operations include the following:
-4040--
The
decline in our consolidated net sales for
2024 2025 as compared to 20232024 was due to a decrease in our volume of alcohol sold and
lower volumes of essential ingredients sold, partially offset by an increase in our average alcohol sales price per gallongallon. forThe decreases
in our alcohols and lower volumes of alcohol and essential
ingredients sold atwere lowerprimarily prices,due partiallyto offsetthe bycold-idling of our Magic Valley facility for
all of 2025 and a higher volume of alcohol sold. Our average sales price per gallon declined primarily
due to lower fuel-grade ethanol prices largely driven by lower oil and gasoline pricesproduct in 2024transit compared toat the priorend of the year.
We also produced and sold fewer tons of essential
ingredients primarily due to lower alcohol production in 2024 compared to 2023. Our average sales price for our essential ingredients
declined primarily due to lower corn prices.
Partially offsetting these declines, we sold more
total gallons for 2024 as compared to 2023 resulting primarily from an increase in our specialty alcohol gallons sold and third-party
gallons sold, partially offset by lower renewable fuel production gallons sold due to downtime at both our Magic Valley facility and
our Pekin Campus, as discussed above. We were able to produce and sell more specialty alcohol due in part to higher production from our
Pekin Campus wet mill after our biennial maintenance outage during the year.
Net sales of alcohol from our Pekin Campus production
segment declinedincreased by $86.5less than $0.1 million, or 17%,0%, to $415.8 million for 2025 as compared to $415.7 million for 2024 as compared to $502.2 million for 2023.2024. Our total volume
of production
gallons sold, however, increaseddecreased by 4.75.2 million gallons, or 2%, to 213.6208.4 million gallons for 20242025 as compared to 208.9213.6 million gallons
for 2023,2024, due to productionthe benefits realized in second halftiming of theshipments yearat from our biennial maintenance performed in Spring 2024 resulting
in higher production rates.year-end.
At the segment’s average sales price per
gallon of $1.95$2.00 for 2024,2025, we generated $9.1$10.4 million less in additional net sales from the 4.75.2 million additionalfewer gallons of alcohol sold in
2024 2025 as compared
to 2023.2024. However, aan decreaseincrease of $0.45,$0.05, or 19%,3%, in the segment’s average sales price per gallon in 20242025 as compared
to 20232024 resulted
in a $95.6$10.4 million declineincrease in net sales in 2025 as compared to 2023.2024.
Net sales of essential ingredients declinedincreased by
$48.4$5.3 million, or 22%,3%, to $174.6 million for 2025 as compared to $169.3 million for 2024 as compared to $217.7 million for 2023.2024. Our total volume of essential ingredients sold
increased by 27,90013,300 tons, or 3%,1%, to 919,600 tons for 2025 from 906,300 tons for 2024 from 878,400 tons for 2023.2024. Sales volumes of essential ingredients from our
Pekin Campus were higher in 20242025 due to highertiming productionof ratesshipments. forAn theincrease year.of $3.05, or 2%, in our average sales price per ton in 2025 as
compared to 2024 resulted in a $2.8 million increase in net sales as compared to 2024. At our average sales price per ton of $186.81$189.86 for
2025, 2024,
we generated $5.2$2.5 million in additional net sales from the 27,90013,300 additional tons of essential ingredients sold in 20242025 as compared to
2023. A decrease of $61.03, or 25%, in our average sales price per ton in 2024 as compared to 2023 resulted in a $53.6 million decline
in net sales as compared to 2023.2024.
-4141-- Net sales of renewable fuel from our marketing
and distribution segment, excluding intersegment sales, decreasedincreased by $46.5$4.8 million, or 18%,2%, to $216.5$221.3 million for 20242025 as compared to $216.5
$263.0 million for 2023.2024.
Our volume of third-party renewable fuel sold reported gross by the segment decreased by 1.4 million gallons, or 1%, to 106.9 million gallons for 2025 as compared to 108.3 million gallons for 2024. The increase of $0.07, or 4%, in our average sales price per gallon in 2025 as compared to 2024 resulted in a $7.7 million increase in net sales in 2025 from our third-party renewable fuel sold by the segment compared to 2024. At the segment’s average sales price per gallon of $2.07 for 2025, net sales were $2.9 million lower as a result of the 1.4 million fewer gallons sold in 2025 as compared to 2024.
Our volume of third-party renewable fuel sold
reported gross by the segment increased by 5.7 million gallons, or 6%, to 108.3 million gallons for 2024 as compared to 102.6 million
gallons for 2023. This increase resulted from a shift in the source of renewable fuel from our Magic Valley facility to third-party suppliers.
At the segment’s average sales price per gallon of $2.00 for 2024, net sales were $11.4 million higher as a result of the 5.7 million
additional gallons sold in 2024 as compared to 2023. This increase was partially offset by the $0.56 decrease in our average sales price
per gallon for 2024. The decrease of $0.56, or 22%, in our average sales price per gallon in 2024 as compared to 2023 resulted in a $57.9
million decline in net sales from our third-party renewable fuel sold by the segment compared to 2023.
What changed in the latest 10-Q
Risk Factors
Largest changes
The EPA may grant small refinery exemptions, in whole or in part, that reduce or eliminate annual RFS volume obligations for small refineries, which are defined as refineries with an average aggregate daily crude oil throughput not exceeding 75,000 barrels. If granted, these exemptions can remove the affected refinery’s gasoline and diesel from applicable RFS percentage standards for the relevant compliance year. In the past, the EPA has granted small refinery exemptions that have materially and adversely affected overall demand for and the price of fuel-grade ethanol.see in full comparisonTheFederalU.S.courtsCourthave repeatedly vacated EPA denials ofAppeals for the Fifth Circuit, in November 2023, struck down the EPA’s decision to deny numeroussmall refinery exemptionpetitions, holdingpetitions. In June 2025, the U.S. Supreme Court in EPA v. Calumet Shreveport Refining held thatthechallengesEPA’sto small refinery exemption denialsweremustimpermissiblyberetroactive, contrary to law and counter to evidencefiled in thelitigationD.C.record.Circuit. Since then, the EPA has issued multiple rounds of decisions on small refinery exemption petitions, including actions in August 2025 and November 2025 granting full or partial exemptions for a number of refineries for the2021-20242016-2024 compliance years. In April 2026, the U.S. Court of Appeals for the D.C. Circuit likewise vacated EPA’s denial of certain small refinery exemption petitions for the 2024 compliance year and remanded those petitions to EPA for further consideration. In light of these court decisions and the EPA’s recent actions granting full or partial exemptions to a substantial number of petitions, small refinery exemptions may continue to be granted at elevated levels, which could materially and adversely affect overall demand for, and the price of, fuel-grade ethanol.
“Year-round E15 legislation, which would remove current seasonal restrictions on E15 sales, is being actively pursued in Congress but has not yet been enacted, and there can be no assurance that such legislation will be passed. We also sell fuel-grade ethanol into export markets. Ethanol exports accounted for approximately 13% of total U.S. ethanol production in 2025. Export demand is subject to trade policies, tariffs, foreign regulations and global commodity market conditions, any of which could reduce demand for our products and adversely affect our results of operations.”see in full comparison
There are limited domestic markets for fuel-grade ethanol beyond those established by federal mandates. Discretionary blending and E85 blending (i.e., gasoline blended with up to 85% fuel-grade ethanol by volume) are important secondary markets. Discretionary blending is often determined by the price of fuel-grade ethanol relative to the price of gasoline. In periods when discretionary blending is financially unattractive, the demand for fuel-grade ethanol may decline. Also, the demand for fuel-grade ethanol is affected by the overall demand for transportation fuel. Demand for transportation fuel is affected by the number of miles traveled by consumers and vehicle fuel economy.see in full comparisonLowerU.S.demandgasolineforconsumptionfuel-gradehasethanoldeclined from pre-pandemic levels andessentialisingredients, includingprojectedthroughto continue declining due in part to improved vehicle fuel economy and the transition by consumers to alternative fuel vehicles such as electric vehicles and hybridvehicles,vehicles. Lower demand for fuel-grade ethanol and essential ingredients, including through this transition, would reduce the value of our ethanol and related products, erode our overall margins and diminish our ability to generate revenue or to operate profitably. In addition, we believe that additional consumer acceptance of E15 and E85 fuels is necessary before fuel-grade ethanol can achieve any significant growth in market share relative to other transportation fuels.
We are engaged in multiple capital improvement initiatives and projects to diversify and enhance our revenue streams and to expand margins and profitability by reducing costs. These initiatives and projects have different timelines, returns on investment and risk profiles, including regulatory risks. In addition, we may have to raise significant additional capital to complete some of our initiatives and projects. Our expected financial and other results from these initiatives and projects are based on assumptions around many factors, including their costs, timing, operation and market prices prevailing at project completion and thereafter, as well as tax and other favorable environmental attributes associated with low carbon alcohol that may accrue to our benefit. These tax and other benefits may change, including as a result of new or repealed laws, new administrations and the implementation or interpretation of existing laws, or the exhaustion of funds or benefits available under a particular program. For example, the One Big Beautiful Bill Act, enacted insee in full comparisonJanuary2025,2025,phases out certain Inflation Reduction Act clean energy tax credits, and the new administration previously suspended all Inflation Reduction Act spending for 90 days. In addition, certain provisions of the Inflation Reduction Act lack proposed or final regulations and guidance. Regulators could issue new regulations or guidance that significantly narrows the application of clean energy tax incentives, and could even defer or withdraw regulations, which could materially and adversely affect the economic outcome of our capital improvement initiatives and projects. We can provide no assurances that any particular benefit will be available to us upon completion of any capital improvement initiative or project.
see in full comparisonFor the avoidance of doubt, the exclusive forum provisions described above do not apply to any claims arising under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act, to the extent federal law requires otherwise.Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulationsthereunder, andthereunder. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The federal forum provision described above does not restrict the concurrent jurisdiction of state and federal courts under the Securities Act to the extent federal law requires otherwise, and nothing in our bylaws is intended to override the exclusive federal jurisdiction established by the Exchange Act.
Section 45Z of the Internal Revenue Code, as added by the Inflation Reduction Act of 2022 and amended by the One Big Beautiful Bill Act, provides a technology-neutral tax credit for the production of “clean transportation fuel” that is produced in the United States and sold to an unrelated person during calendar years 2025 through 2029, with the amount of the credit determined in part by the fuel’s carbon intensity relative to a statutory baseline. For fuel produced after 2025, the credit is available only if no feedstocks originating outside the United States, Mexico or Canada are used. In addition, transferability of Section 45Z credits is scheduled to terminate after December 31, 2027. We currently expectsee in full comparisonour Columbia plant and our Pekin Campus dry millto be eligible to apply for and claim additional Section 45Z tax credits with respect to qualifying fueltheywe produce and sell. Our ability to qualify for and receive these tax credits will depend on, among other things, our ability to produce qualifying low carbon fuel in anticipated volumes, using qualifying domestic feedstocks, to achieve and document the carbon intensity levels required under Section 45Z and applicable Treasury and IRS guidance, and to comply with related registration, measurement, reporting and substantiation requirements. If we are unable to produce low carbon fuel in anticipated amounts (including as a result of plant outages or other operational issues), if our fuels do not achieve the required or expected carbon intensities under the applicable carbon intensity methodology, or if we fail to satisfy applicable tax, regulatory, or documentation requirements, we may be unable to qualify for and receive Section 45Z tax credits in the amounts we currently anticipate, or at all, which could materially and adversely affect our results of operations and financial condition. In addition, Section 45Z is scheduled to be available only for qualifying fuel produced after December 31, 2024 and sold before January 1, 2030, transferability of these credits is scheduled to end after December 31, 2027, and there can be no assurance that Congress will extend or replace thiscredit.credit or restore transferability.
Full comparison: every changed paragraph (23)
-3030-- In addition, some of our fuel-grade ethanol marketing
and distribution activities for third-party gallons will likely be unprofitable in a market of generally declining prices due to the nature
of our business. For example, to satisfy customer demand, we maintain certain quantities of fuel-grade ethanol inventory for subsequent
resale. When quantities in excess of our own production are needed to meet customer demand, we procure fuel-grade ethanol from third parties
and therefore must buy fuel-grade ethanol at a price established at the time of purchase and sell fuel-grade ethanol at an index price
established later at the time of sale that is generally reflective of movements in the market price of fuel-grade ethanol. As a result,
our margins for fuel-grade ethanol sold in these transactions generally decline and may turn negative as the market price of fuel-grade
ethanol declines.
-3131-- Hedging arrangements also expose us to the risk
of financial loss in situations where our counterparty to the hedging contract defaults on its contract or, in the case of exchange-traded
contracts, where there is a change in the expected differential between the underlying price in the hedging agreement and the actual prices
paid or received by us. In addition, our open contract positions may require cash deposits to cover margin calls, negatively impacting
our liquidity. As a result, our hedging activities and fluctuations in the price of corn, natural gas, fuel-grade ethanol and unleaded
gasoline may adversely affect our results of operations, financial condition and liquidity.
-3232--
-3333--
-3434--
We are engaged
in multiple capital improvement initiatives and projects to diversify and enhance our revenue streams and to expand margins and profitability
by reducing costs. These initiatives and projects have different timelines, returns on investment and risk profiles, including regulatory
risks. In addition, we may have to raise significant additional capital to complete some of our initiatives and projects. Our expected
financial and other results from these initiatives and projects are based on assumptions around many factors, including their costs, timing,
operation and market prices prevailing at project completion and thereafter, as well as tax and other favorable environmental attributes
associated with low carbon alcohol that may accrue to our benefit. These tax and other benefits may change, including as a result of new
or repealed laws, new administrations and the implementation or interpretation of existing laws, or the exhaustion of funds or benefits
available under a particular program. For example, the One Big Beautiful Bill Act, enacted in January2025, 2025,phases out certain Inflation Reduction Act clean energy tax credits, and the new administration previously suspended all Inflation Reduction Act spending
for 90 days. In addition, certain provisions of the Inflation Reduction Act lack proposed or final regulations and guidance. Regulators
could issue new regulations or guidance that significantly narrows the application of clean energy tax incentives, and could even defer
or withdraw regulations, which could materially and adversely affect the economic outcome of our capital improvement initiatives and projects.
We can provide no assurances that any particular benefit will be available to us upon completion of any capital improvement initiative
or project.
-3535--
Section 45Z of the Internal Revenue Code, as added
by the Inflation Reduction Act of 2022 and amended by the One Big Beautiful Bill Act, provides a technology-neutral tax credit for the production of “clean transportation fuel”
that is produced in the United States and sold to an unrelated person during calendar years 2025 through 2029, with the amount of the
credit determined in part by the fuel’s carbon intensity relative to a statutory baseline. For fuel produced after 2025, the credit is available only if no feedstocks originating outside the United States, Mexico or Canada are used. In addition, transferability of Section 45Z credits is scheduled to terminate after December 31, 2027. We currently expect our Columbia plant
and our Pekin Campus dry mill to be eligible to apply for and claim additional Section 45Z tax credits with respect to qualifying fuel theywe produce
and sell. Our ability to qualify for and receive these tax credits will depend on, among other things, our ability to produce qualifying
low carbon fuel in anticipated volumes, using qualifying domestic feedstocks, to achieve and document the carbon intensity levels required under Section 45Z and applicable
Treasury and IRS guidance, and to comply with related registration, measurement, reporting and substantiation requirements. If we are
unable to produce low carbon fuel in anticipated amounts (including as a result of plant outages or other operational issues), if our
fuels do not achieve the required or expected carbon intensities under the applicable carbon intensity methodology, or if we fail to satisfy
applicable tax, regulatory, or documentation requirements, we may be unable to qualify for and receive Section 45Z tax credits in the
amounts we currently anticipate, or at all, which could materially and adversely affect our results of operations and financial condition.
In addition, Section 45Z is scheduled to be available only for qualifying fuel produced after December 31, 2024 and sold before January
1, 2030, transferability of these credits is scheduled to end after December 31, 2027, and there can be no assurance that Congress will extend or replace this credit.credit or restore transferability.
-3636--
Federal and state income tax laws impose restrictions
on our ability to use net operating loss, or NOL, and tax credit carryforwards if an “ownership change” occurs for tax purposes,
as defined in Section 382 of the Internal Revenue Code, or Code. In general, an ownership change occurs when one or more stockholders
each owning 5% or more of a corporation entitled to use NOL or other loss carryforwards have increased their ownership by more than 50
percentage points during any three-year period. The annual base limitation under section 382 of the Code is calculated by multiplying
the corporation’s value atimmediately the time ofbefore the ownership change by the greater of the long-term tax-exempt rate determined by the Internal
Revenue Service in the month of the ownership change or the two preceding months. As a result, our ability to utilize our NOL and other
loss carryforwards may be substantially limited. Any such limitation could result in increased future tax obligations, which could have
a material adverse effect on our financial condition and results of operations.
-3737-- We may be liable for the investigation and cleanup
of environmental contamination at each of our production facilities and at off-site locations where we arrange for the disposal of hazardous
substances or wastes. If these substances or wastes have been or are disposed of or released at sites that undergo investigation and/or
remediation by regulatory agencies, we may be responsible under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, or other environmental laws for all or part of the costs of investigation and/or remediation, and for damages to natural resources.
For example, our Pekin Campus used coal as its primary source of fuel for steam production until 2016. We managed associated waste in
part through a coal ash pond, an engineered impoundment site used to store waste byproducts. We operated the pond under an Illinois state
operating permit that included a special condition that any ash impoundments either be capped and closed in accordance with an Illinois
EPA-approved closure plan or removed. Although we continue to operate pumps and maintain protocols under operating permit conditions,
our permit has expired, has not been renewed and we are in discussions with the Illinois EPA regarding a closure plan or other remediation.
The Illinois EPA previously denied our closure plan for a beneficial re-use that would have utilized the ash as a structural fill. Although
we continue to pursue a closure plan that would involve beneficial re-use, including potential uses such as grain storage, cogeneration,
CO2 utilization, a hydrogen facility or other beneficial use, including third-party redevelopment, we can provide no assurance
that the Illinois EPA will allow any beneficial re-use and nor can we provide any assurance that the Illinois EPA will not mandate site
cleanup, the costs of which, while not estimable at this time, could be substantial and could have a material adverse effect on our business,
financial condition and results of operations.
-3838--
The EPA may grant small refinery exemptions, in
whole or in part, that reduce or eliminate annual RFS volume obligations for small refineries, which are defined as refineries with an
average aggregate daily crude oil throughput not exceeding 75,000 barrels. If granted, these exemptions can remove the affected refinery’s
gasoline and diesel from applicable RFS percentage standards for the relevant compliance year. In the past, the EPA has granted small
refinery exemptions that have materially and adversely affected overall demand for and the price of fuel-grade ethanol. TheFederal U.S.courts Court
have repeatedly vacated EPA denials of Appeals for the Fifth Circuit, in November 2023, struck down the EPA’s decision to deny numerous small refinery exemption petitions,
holdingpetitions. In June 2025, the U.S. Supreme Court in EPA v. Calumet Shreveport Refining held that thechallenges EPA’sto small refinery exemption denials weremust impermissiblybe retroactive, contrary to law and counter to evidencefiled in the litigationD.C. record.
Circuit. Since then, the EPA has issued multiple rounds of decisions on small refinery exemption petitions, including actions in August 2025 and November
2025 granting full or partial exemptions for a number of refineries for the 2021-20242016-2024 compliance years. In April 2026, the U.S. Court
of Appeals for the D.C. Circuit likewise vacated EPA’s denial of certain small refinery exemption petitions for the 2024 compliance
year and remanded those petitions to EPA for further consideration. In light of these court decisions and the EPA’s recent actions granting
full or partial exemptions to a substantial number of petitions, small refinery exemptions may continue to be granted at elevated levels,
which could materially and adversely affect overall demand for, and the price of, fuel-grade ethanol.
Various bills in Congress introduced from time
to time are also directed at altering existing renewable fuels energy legislation, but none have passeddirectly amended the RFS program in recent years. Some legislative
bills are directed at halting or reversing expansion of, or even eliminating in its entirety, the renewable fuel program.
There are limited domestic markets for fuel-grade ethanol
beyond those established by federal mandates. Discretionary blending and E85 blending (i.e., gasoline blended with up to 85% fuel-grade
ethanol by volume) are important secondary markets. Discretionary blending is often determined by the price of fuel-grade ethanol relative
to the price of gasoline. In periods when discretionary blending is financially unattractive, the demand for fuel-grade ethanol may decline.
Also, the demand for fuel-grade ethanol is affected by the overall demand for transportation fuel. Demand for transportation fuel is affected
by the number of miles traveled by consumers and vehicle fuel economy. LowerU.S. demandgasoline forconsumption fuel-gradehas ethanoldeclined from pre-pandemic levels and essentialis ingredients,
includingprojected throughto continue declining due in part to improved vehicle fuel economy and the transition by consumers to alternative fuel vehicles such as electric vehicles and hybrid vehicles,vehicles. Lower demand for fuel-grade ethanol and essential ingredients, including through this transition, would reduce
the value of our ethanol and related products, erode our overall margins and diminish our ability to generate revenue or to operate profitably.
In addition, we believe that additional consumer acceptance of E15 and E85 fuels is necessary before fuel-grade ethanol can achieve any
significant growth in market share relative to other transportation fuels.
Year-round E15 legislation, which would remove current seasonal restrictions on E15 sales, is being actively pursued in Congress but has not yet been enacted, and there can be no assurance that such legislation will be passed. We also sell fuel-grade ethanol into export markets. Ethanol exports accounted for approximately 13% of total U.S. ethanol production in 2025. Export demand is subject to trade policies, tariffs, foreign regulations and global commodity market conditions, any of which could reduce demand for our products and adversely affect our results of operations.
-3939--
-4040--
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of us to us or our stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (d) any action asserting a claim governed by the internal affairs doctrine. The Delaware Court of Chancery forum provision does not apply to claims arising under the Securities Act or the Exchange Act.
-4141-- Our bylaws also provide that, unless we consent
in writing to the selection of an alternative forum, to the fullest extent permitted by applicable law, the federal district courts of
the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under
the Securities Act of 1933, as amended, or the Securities Act, including all causes of action asserted against any defendant named in
such complaint, including our officers and directors, underwriters for any offering giving rise to such complaint, and any other professional
entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the
documents underlying the offering.
For the avoidance of doubt, the exclusive forum
provisions described above do not apply to any claims arising under the Securities Act or the Securities Exchange Act of 1934, as amended,
or the Exchange Act, to the extent federal law requires otherwise. Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, andthereunder. Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder. The federal forum provision described above does not restrict the concurrent jurisdiction of state and federal courts under the Securities Act to the extent federal law requires otherwise, and nothing in our bylaws is intended to override the exclusive federal jurisdiction established by the Exchange Act.
The choice of forum provisions in our bylaws may
limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors,
officers, employees, agents or other third parties, which may discourage such lawsuits against us and our directors, officers, employees,
agents and other third parties even though an action, if successful, might benefit our stockholders. The applicable courts may also reach
different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would
otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. With respect
to the provision making the Delaware Court of Chancery the sole and exclusive forum for certain types of actions, stockholders who do
bring a claim in the Delaware Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they
do not reside in or near Delaware. Finally,Although Delaware courts have upheld the enforceability of forum selection provisions of this type, including under Section 115 of the Delaware General Corporation Law, if a court, including a court in another jurisdiction, were to find these provisions of our bylaws inapplicable to, or unenforceable in
respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such
matters in other jurisdictions, which could have a material adverse effect on us.
-4242-- Further, if we fail to adequately maintain our
information technology infrastructure, we may have outages and data loss. Excessive outages may affect our ability to timely and efficiently
deliver products to customers or develop new products. Such disruptions and data loss may adversely impact our ability to fulfill orders
and interrupt other processes. Delayed sales or lost customers resulting from these disruptions could adversely affect our financial results,
stock price and reputation.
Management's Discussion & Analysis (MD&A)
New heading “Three Months ended June 30, 2026 as compared to the Three Months ended June 30, 2025”
New heading “Six Months ended June 30, 2026 as compared to the Six Months ended June 30, 2025”
New heading “Cost of Goods Sold and Gross Profit (Loss)”
Removed heading “Marketing and Distribution Segment”
Removed heading “Pekin Campus Production Segment”
Removed heading “Marketing and Distribution Segment”
Removed heading “Western Production Segment”
Removed heading “Corporate and other”
Removed heading “Pekin Campus Production Segment”
Removed heading “Marketing and Distribution Segment”
Removed heading “Western Production Segment”
Removed heading “Corporate and other”
Largest changes
“Three Months ended June 30, 2026 as compared to the Three Months ended June 30, 2025”see in full comparison
“Six Months ended June 30, 2026 as compared to the Six Months ended June 30, 2025”see in full comparison
“As we manage liquidity and continue to focus on our priorities, we remain disciplined in our capital allocation. We expect to spend approximately $25 million on capital expenditures in 2026, primarily on maintenance and optimization projects with the highest projected returns. Capital expenditures in the first quarter of 2026 were approximately $1 million, with the majority of spending planned over the remaining three quarters as our 2026 projects progress. …”see in full comparison
“Information reconciling forward-looking 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. …”see in full comparison
Full comparison: every changed paragraph (103)
The following discussion and
analysis should be read in conjunction with our condensed consolidated financial statements and notes to condensed consolidated financial
statements included elsewhere in this report. This report and our condensed consolidated financial statements and notes to condensed consolidated
financial statements contain forward-looking statements, which generally include the plans and objectives of management for future operations,
including plans and objectives relating to our future economic performance and our current beliefs regarding revenues we might generate
and profits we might earn if we are successful in implementing our business and growth strategies.strategies, and statements of the assumptions underlying or relating to any of the foregoing. The forward-looking statements and
associated risks may include, relate to or be qualified by other important factors, including:
Any of the factors described
immediately above or referenced from time to time in our filings with the Securities and Exchange Commission or in the “Risk Factors”
section below could cause our financial results, including our net income or loss or growth in net income or lossloss, to differ materially
from prior results, which in turn could, among other things, cause the price of our common stock to fluctuate substantially.
-1515--
We also own and operate a liquid carbon dioxide,
or CO2, production facility adjacent to our plant in Oregon for the offtake of CO2 gas from the plant for conversion
to liquid CO2 and subsequent sale. In addition, we break bulk and distribute specialty alcohols,alcohols produced by us and third parties.
Our mission is to produce the highest quality,
sustainable ingredients that make everyday products better. We intend to accomplish this goal in part by investing in our specialized
and higher valuehigher-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.
We produce specialty alcohols, renewable fuels
and essential ingredients, focusing on five key markets: Health, Home & Beauty; Food & Beverage; Industry &
Agriculture; Essential Ingredients; and Renewable Fuels. Products for Health, Home & Beauty markets include
specialty alcohols used in mouthwash, cosmetics, pharmaceuticals, hand sanitizers, disinfectants and cleaners. Products for 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, inks, vehicle fluids and fertilizers.
Products for Essential Ingredients markets include dried yeast, corn protein meal, corn protein feed, corn germ, distillers grains,
gas and liquid CO2 and liquid feed used in commercial animal feed and pet foods. We also sell yeastyeast, and gas and liquid CO2
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. Our specialty alcohols for the Industry & Agriculture, Food & Beverage
and Health, Home & Beauty markets represented approximately 11%, 6% and 2%, respectively, of our sales in 2025 to customers
in these three markets.
-1616-- We produce our alcohols and essential ingredients
at our facilities described above. 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, product transportation cost and logistical advantages.
Marketing and Distribution Segment
-1717--
Financial Review, Current Initiatives and Outlook
The second quarter represents our fourth consecutive quarter of positive gross profit, income from operations, net income and Adjusted EBITDA. We have been consistently profitable during this period even without the contributions from Section 45Z clean fuel production tax credits. Our results demonstrate the strength of our diversified operating model, which gives us the flexibility to shift production toward the most attractive end-markets and capture premium-value opportunities. We remain focused on disciplined execution of our strategic plan and unlocking additional value across our asset portfolio.
Our trailing 12-month results are also a testament to our efforts to drive profitability, maximize the value of our asset base, and make smart decisions around capital allocations, including purchasing our Alto Carbonic business and investing in projects to optimize our dry mill and reduce the carbon intensity of our production.
For the second quarter, our results also reflect strong domestic demand and improved essential ingredient values compared to the same period last year.
The second quarter’s market crush margins improved significantly to $0.33 per gallon from $0.11 per gallon in the same period last year. This increase was driven by robust export demand, strong domestic blending activity, and tighter ethanol inventories following industry-wide spring maintenance outages. As a result, ethanol prices improved during the quarter, supported by strong Renewable Volume Obligation, or RVO, blending requirements. Meanwhile, favorable crop conditions and larger projected grain supplies contributed to lower corn costs, boosting margins. Second quarter crush margins were not only significantly higher than those in the same period last year but were also strong by historical standards. Third quarter margins thus far, which in the past have marked the annual peak, continue to be healthy and profitable.
While European demand remained robust, ongoing geopolitical disruptions in the Middle East negatively impacted renewable fuel export economics from the United States during the second quarter. Higher freight costs and reduced certainty of vessel availability to transport renewable fuel from the Gulf Coast compressed the U.S.-to-Europe trade arbitrage, increasing the competitiveness of Brazilian exports to Europe. As a result, we reduced our renewable fuel export volumes compared to the second quarter of last year but still generated higher overall revenue from export volumes for the quarter due to higher premiums to domestic renewable fuel compared to the second quarter of last year.
Given the strength of domestic ethanol markets, we successfully optimized our product mix toward fuel-grade ethanol sales in U.S. markets. This outcome underscores the benefits of our diversified commercial platform, which enabled us to adapt and capture the value of a strong domestic crush-margin environment.
During the second quarter, we also continued to improve utilization, reliability and throughput, with the goal of increasing total volume for 2026 over 2025. At our Pekin campus, we completed the planned outage of our dry mill along with a debottlenecking project to increase annual production capacity by approximately 8%, or 5 million gallons. This outcome illustrates our dedication to projects with highly attractive returns on investment. By increasing production capacity at our dry mill, our most efficient facility, we are positioned to capture additional gross margin and to qualify for additional Section 45Z clean fuel production tax credits. After a successful restart of our dry mill, we are now ramping up to our new production capacity and expect to realize the full benefit of this additional capacity in the fourth quarter. We also performed our routine spring outage at our ICP facility during the second quarter. We remain on track to finish the repairs on our Pekin campus’ existing dock and complete the installation of a second alcohol loadout by year end, improving our logistics and loading capacity.
At our Columbia facility, we began work to add a third CO2 storage tank and expect the tank to be operational in the fourth quarter. This expanded storage capacity will allow us to further capitalize on the growing demand for premium CO2 in the Pacific Northwest. We continue advancing multiple pathways to further monetize CO2 production, including opportunities for utilization and sequestration. Our strategy emphasizes low-capital, high-return projects while preserving flexibility as regulatory and commercial markets continue to evolve. We intend to move quickly by pursuing partnerships with stakeholders that already have compression capabilities, allowing us to accelerate commercialization.
Capital expenditures for the second quarter were $10.6 million for a total of $11.5 million year to date. We are on track to meet our annual capital expenditure budget of $25 million.
We are focused on increasing our Section 45Z clean fuel production tax credits by producing higher volumes of qualifying fuel. We also continue to explore opportunities to lower our carbon scores without significant capital investment by working with our farmer partners to encourage them to lower the carbon intensity of their corn. We remain on track to qualify 90 million gallons, or more, of combined production this year, supporting an expected minimum of $15 million in income from Section 45Z clean fuel production tax credits, net of monetization costs.
We remain encouraged by the growing momentum to adopt year-round E15 blending. As an example, the Renewable Fuels Association recently reported that about 72% of U.S. voters support year-round E15 blending, the highest level recorded since polling began in 2016. We believe that the ongoing geopolitical disruptions in the Middle East create conditions that drive domestic support for implementing year-round E15 blending. Nationally, support continues to build around the promise of E15 to reduce fuel costs, strengthen energy security and increase demand for domestically produced renewable fuels. Meanwhile, several Midwestern states have moved forward with permanent year-round E15 blending, providing an important blueprint for broader adoption nationwide.
California is also making progress toward E15 blending following the passage of Assembly Bill 30. While final implementation steps remain, we believe the state’s transition toward E15 blending represents a meaningful long-term demand opportunity given California’s position as one of the largest gasoline markets in the country. Taken together, expanding adoption of E15 at both the federal and state levels has the potential to drive significant incremental demand for ethanol, improve industry capacity utilization, and support a more favorable margin environment over time.
The first quarter is a seasonally weak period for
us and for the ethanol industry, reflecting the build-up of inventories and lower demand following the winter months. In contrast, our
first quarter 2026 results were strong relative to our historical performance for this period. We generated profitability on both an adjusted
EBITDA and net income basis, supported by higher crush margins, an improved product mix that emphasized higher-value renewable fuel export
sales and incremental earnings from transferrable Section 45Z clean fuel production tax credits. Importantly, even without the contribution
from Section 45Z tax credits, our operations were profitable in the quarter. We believe these results demonstrate the benefits of our
strategic realignment, operational improvements, and continued success in capturing premiums over domestic renewable fuel.
We remain focused on maximizing value from our
diversified portfolio of assets and on pursuing multiple revenue opportunities in response to market demand. Our priorities are to improve
utilization and reliability across our platform, execute our 2026 optimization and capital projects on time and within budget, and advance
our commercial strategy, including expanding the value we capture from Section 45Z tax credits and optimally monetizing the value of our
biogenic CO2 production across our facilities to lower our carbon footprint.
During the first quarter of 2026, unusually cold
weather in the first half of the quarter disrupted river logistics and led us to curtail production at our Pekin Campus. We used this
unplanned downtime to accelerate a portion of our planned wet mill biennial outage work that had originally been scheduled for the second
quarter. This will allow us to recapture some of the lost production later in the year when crush margins are typically stronger and help
us stay on track toward our goal of increasing total 2026 alcohol volumes and prioritizing product mix that delivers premiums to domestic
renewable fuel.
We also executed a planned outage at our Columbia
facility during what is typically a seasonally slower quarter for liquid CO2 sales. Combined with an outage taken in December
2025, this work addressed certain deferred process-related activities intended to improve production performance and plant reliability
for the remainder of 2026. These efforts are designed to help ensure our Columbia plant can run at optimal rates to support the growing
needs of our CO2 offtake customers during the higher-demand summer months and to enable us to qualify additional gallons for
Section 45Z tax credits. We are planning a normal outage at our ICP facility in the second quarter, consistent with 2025.
At our Pekin Campus, we began both the repairs
on our original loading dock and the construction of a second loadout dock. As previously discussed, the second dock is intended to provide
redundancy and enhance our logistical capabilities. We are currently on track to complete both projects by the end of 2026. Once the original
dock is restored and the second dock is in service, we expect to reduce bottlenecks and increase loadout capacity.
We also commenced a project to increase throughput
and storage capacity at our Columbia liquid CO2 processing facility by adding a third storage tank. We believe this project
will position us to further capitalize on favorable liquid CO2 market conditions, particularly the growing demand in the Pacific
Northwest and limited supply of premium liquid CO2 in the region. Combined with the process improvements described above, this
investment is intended to enhance our ability to serve existing customers, support incremental volumes and monetize more of the CO2
produced at our Columbia plant.
At our Pekin dry mill, which is our most efficient
ethanol plant, we are moving the planned outage from the third quarter into June. During this downtime, we expect to complete a debottlenecking
project designed to increase annual production capacity by approximately 8%, or about 5 million gallons. We expect to fully realize the
benefits of these improved production rates in the fourth quarter of 2026. If successful, this project should provide incremental margin
and allow us to qualify additional volumes for Section 45Z tax credits.
-1818-- In addition to the capital projects already underway
or planned for 2026, we continue to evaluate large-scale CO2 utilization and sequestration opportunities at our Pekin Campus.
These potential projects are intended to lower our facilities’ carbon intensity scores and provide additional earnings opportunities
through Section 45Z tax credits and higher-value liquid CO2 sales.
With respect to Section 45Z transferable tax credits
for 2026, we expect to qualify approximately 90 million gallons of combined annual production at our Columbia and Pekin dry mill facilities
at $0.20 per gallon, which would result in approximately $15 million of net proceeds after estimated monetization costs. For the first
quarter of 2026, we recorded $3.9 million in Section 45Z credit earnings. The sale of all of our 2025 Section 45Z credits is underway
at values consistent with previously recorded estimates, and we currently expect to complete that transaction in the second quarter of
2026. We are working to qualify additional gallons and further reduce our carbon intensity scores in order to capture more of the Section
45Z benefits in future periods.
As we manage liquidity and continue to focus on
our priorities, we remain disciplined in our capital allocation. We expect to spend approximately $25 million on capital expenditures
in 2026, primarily on maintenance and optimization projects with the highest projected returns. Capital expenditures in the first quarter
of 2026 were approximately $1 million, with the majority of spending planned over the remaining three quarters as our 2026 projects progress.
We also repaid $16.6 million of term debt in the first quarter, as planned, and ended the quarter with $38.4 million outstanding on our
term loan. With a lower debt balance, interest expense decreased compared to the prior-year quarter, reflecting our focus on minimizing
idle cash, maintaining ample borrowing availability and reducing our interest burden.
We are closely monitoring macroeconomic and geopolitical
developments, including unrest in the Middle East, which can indirectly affect our business through energy and commodity price volatility,
as well as freight and export logistics. We seek to actively manage these exposures through our commercial strategy, hedging activities
and operational flexibility. We are also encouraged by continued progress on E15. In California, Assembly Bill 30 has provided a pathway
for year-round E15 sales, and we are monitoring the state’s implementation process. At the federal level, momentum in Congress for
legislation allowing year-round E15 continues to build. We view expanded E15 access as an important demand-side complement to production
incentives such as Section 45Z because it can help ensure the market is able to absorb additional low-carbon renewable fuel gallons over
time. Without corresponding demand growth, production incentives alone could contribute to industry overproduction and margin pressure.
Overall, we believe our first quarter 2026 results
demonstrate that our operating model—focusing on improving margins through higher-value revenue opportunities and disciplined cost
management—is working. With multiple product streams, we have the flexibility to respond quickly as markets shift and we are continuing
to strengthen our ability to perform through commodity cycles. We intend to continue executing on our 2026 optimization and capital projects,
improving utilization and reliability across our asset base, and advancing our commercial strategy, including expanding the value we capture
from Section 45Z credits and further monetizing our biogenic CO2 production across our facilities. We remain committed to further
enhancing shareholder value over both the near- and longer-term.
-1919--
We define Adjusted EBITDA
as unaudited consolidated net income or loss before interest expense, interest income, unrealized derivative gains and losses, excess
insurance proceeds, acquisition-related expenseincome or recoveries,expense, provision or benefit for income taxes, asset impairments, and depreciation
and amortization expense.
Information reconciling
forward-looking 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 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.
Our discussion and analysis
of our financial condition and results of operations is based on our condensed 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 amounts of net sales and expenses for each period. We believe
that of our critical accounting estimates, defined as those estimates 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 uncertainuncertain, are: impairment of long-lived assets and valuation
allowance for deferred taxes. These critical accounting estimates are more fully described in “Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Annual Report on Form 10-K
for the year ended December 31, 2025. There have been no material changes to our critical accounting estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2025.
-2020-- Certain performance metrics
that we believe are important indicators of our results of operations:
-2121--
Three Months ended June 30, 2026 as compared to the Three Months ended June 30, 2025
The decreaseincrease in our consolidated
net sales for the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025 is primarily attributable to fewerhigher totalaverage gallonssales sold
prices per gallon across all of our business segments as well as lower volumes and lowerhigher average sales prices of essential ingredients due to a lowerstronger commodity price environment,environment. partially
offset by an increase in our averageNet sales pricesalso perimproved gallondue forto bothhigher specialtytotal volumes sold of alcohols and renewableessential fuel.ingredients.
Pekin Campus Production Segment
Net sales of alcohol from our
Pekin Campus production segment increased by $0.7$20.2 million, or 1%,21%, to $108.0$114.4 million for the three months ended MarchJune 31,30, 2026 as compared
to $107.3 million for the same period in 2025. The segment’s average sales price per gallon increased by $0.10, or 5%, to $2.00
for$94.2 the three months ended March 31, 2026 from $1.90million for the same period in 2025. Our total volume of production gallons sold decreased
increased by 2.66.5 million gallons, or 5%,14%, to 53.954.6 million gallons for the three months ended MarchJune 31,30, 2026 as compared to 56.548.1 million gallons for
the same period in 2025. The increase of $0.10,$0.14, or 5%,7%, in the segment’s average sales price per gallon for the three months ended
March 31,June 30, 2026 as compared to the same period in 2025 increasedimproved our net sales from the segment by $5.9$6.6 million. With the segment’s
average sales price per gallon of $2.00$2.09 for the three months ended MarchJune 31,30, 2026, we generated $5.2$13.6 million more in fewer net sales from the
2.6 6.5 million feweradditional gallons of alcohol sold in the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025.
Net sales of essential ingredients
from our Pekin Campus production segment declinedimproved by $0.6$5.5 million, or 1%,14%, to $44.0$45.1 million for the three months ended MarchJune 31,30, 2026 as
compared to $44.6$39.6 million for the same period in 2025. Our total volume of essential ingredients sold decreased by 20,400 tons, or 9%,
to 217,500 tons for the three months ended March 31, 2026 from 237,900 tons for the same period in 2025. The increase of $14.72,$26.73, or 8%,
14%, in the segment’s average sales price per ton for the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025 increased
our net sales from the segment by $3.5$5.6 million. WithOur thetotal segment’s average sales price per tonvolume of $202.27essential ingredients sold slightly decreased to 209,500 tons for the three months ended
March 31,June 2026,30, we2026 generatedas $4.1compared to 210,000 tons for the same period in 2025, which resulted in $0.1 million less in net sales from the 20,400 fewer tons of essential ingredients sold in the three months
ended March 31, 2026 as compared to the same period in 2025.
Marketing and Distribution
Segment
Net sales of alcohol from our marketing and distribution
segment, excluding intersegment sales, declined by $1.7 million, or 3%, to $47.3 million for the three months ended March 31, 2026 as
compared to $49.0 million for the same period in 2025.
-2222-- Our volume of third-party alcohol sold reported
gross by the segment declined by 0.9 million gallons, or 4%, to 23.5 million gallons for the three months ended March 31, 2026 as compared
to 24.4 million gallons for the same period in 2025. With the segment’s average sales price per gallon of $2.01 for the three months
ended March 31, 2026, we generated $1.7 million less in net sales from the 0.9 million fewer gallons of third-party alcohol sold gross
in the three months ended March 31, 2026 as compared to the same period in 2025.
Western Production Segment
Net sales of alcohol from our
Western productionmarketing segmentand increaseddistribution segment, excluding intersegment sales, declined by $0.5$3.5 million, or 3%,6%, to $16.7$54.7 million for the three months ended MarchJune 31,30, 2026 as compared to
$16.2 $58.2 million for the same period in 2025. Our total volume of third-party alcohol sold reported gross by the segment decreased by 0.15.7 million gallons, or 1%,19%, to 8.224.0 million gallons
for the three months ended MarchJune 31,30, 2026 as compared to 8.329.7 million gallons for the same period in 2025. With the segment’s average
sales price per gallon of $2.03$2.27 for the three months ended MarchJune 31,30, 2026, we generatedrealized $0.2$12.9 million less in net sales from the 0.15.7 million
fewer gallons of third-party alcohol sold gross in the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025.The2025. The $0.31 per gallon, or 16%, increase of $0.08, or
4%, in the segment’s average sales price per gallon for the three months ended MarchJune 31,30, 2026 as compared to the same period in
2025 increasedresulted in a $9.4 million increase in our net sales from thethird-party segmentrenewable fuel sold by $0.7the million.segment.
Net sales of essentialalcohol ingredients
from our Western production segment declinedincreased by $0.5$4.2 million, or 6%,25%, to $7.3$20.8 million for the three months ended MarchJune 31,30, 2026 as compared
to $7.8$16.6 million for the same period in 2025. Our total volume of essential ingredientsalcohol sold increased by 1,6001.1 tons,million gallons, or 2%,13%, to 74,500
tons9.4 million gallons for the three months ended MarchJune 31,30, 2026 fromas 72,900compared tonsto 8.3 million gallons for the same period in 2025. With the segment’s average sales price
per tongallon of $97.72$2.20 for the three months ended MarchJune 31,30, 2026, we generatedrealized $0.2$2.5 million in increasedadditional net sales from the 1,6001.1 million additional
tons gallons of essential ingredientsalcohol sold in the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025. However,The increase of $0.20, or 10%, in the decrease
of $9.39, or 9%, in oursegment’s average sales price per tongallon for the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025 reduced
increased our net sales of essential ingredients from the segment by $0.7$1.7 million.
Net sales of essential ingredients from our Western production segment increased by $0.6 million, or 7%, to $8.8 million for the three months ended June 30, 2026 as compared to $8.2 million for the same period in 2025. Our total volume of essential ingredients sold increased by 4,600 tons, or 6%, to 83,000 tons for the three months ended June 30, 2026 from 78,400 tons for the same period in 2025. The increase of $1.31, or 1%, in our average sales price per ton for the three months ended June 30, 2026 as compared to the same period in 2025 increased our net sales of essential ingredients from the segment by $0.1 million. With the segment’s average sales price per ton of $106.54 for the three months ended June 30, 2026, we generated $0.5 million in additional net sales from the 4,600 additional tons of essential ingredients sold in the three months ended June 30, 2026 as compared to the same period in 2025.
Corporate and other
Net sales of alcohol from corporate
and other declinedincreased by $0.2 million, or 13%,12%, to $1.4$1.9 million for the three months ended MarchJune 31,30, 2026 as compared to $1.6$1.7 million for
the same period in 2025. These sales are from Eagle Alcohol’s business.
Our consolidated gross profit improved to $9.2 million for the three
months ended March 31, 2026 from a gross loss of $1.8 million for the same period in 2025, representing a gross margin of 4.1% and a negative
gross margin of 0.8% for the three months ended March 31, 2026 and 2025, respectively. Higher gross margin for the first quarter of 2026
was primarily driven by improved crush margins, including from a product mix that emphasized higher-value renewable fuel export sales,
and unrealized gains on our derivative instruments.
Pekin Campus Production Segment
Our Pekin Campus production segment’sconsolidated gross
profit, netprofit of intercompany activity,(loss) improved by $11.2 million to a gross profit of $9.0$16.6 million for the three months ended MarchJune 31,
30, 2026 as compared tofrom a gross loss of $2.2$1.9 million for the same period in 2025.2025, Ofrepresenting thisa improvement,positive $11.7gross millionmargin isof attributable to higher
margins, partially offset by $0.5 attributable to lower sales volumes6.8% for the three months ended MarchJune 31,30, 2026 as compared to a negative gross margin of 0.9% for the same
period in 2025.
Our consolidated gross profit improved due to higher sales and margins primarily driven by a few key factors. Our average sales prices per gallon improved across all of our business segments, reaching a combined average sales price of $2.15 per gallon, an over 10% increase compared to the second quarter of 2025. In addition, we benefitted from favorable overall production input costs, largely due to a lower cost of corn, which, together with higher average sales prices, significantly improved market crush margins to $0.33 cents per gallon for the second quarter of 2026 from $0.11 cents per gallon for the same period last year, driven by robust export demand, strong domestic blending activity, and tighter ethanol inventories following industry-wide spring maintenance outages. In addition, with RVOs for 2026 set, strong demand for corn oil and germ as a feedstock for biodiesel and renewable diesel drove essential ingredient prices higher. Our essential ingredients return improved to 51.6% for the three months ended June 30, 2026 compared to 45.2% for the same period in 2025. Improved crush margins contributed approximately $17 million of incremental gross profit for the second quarter, partially offset by $2 million of higher repairs and maintenance expenses arising from our Pekin dry mill and ICP facility spring outages and continued work at our Alto Carbonic facility to ensure we were prepared to reliably support the increased demand for our premium CO2 during the seasonally strong summer months.
-2323--
Marketing and Distribution Segment
ALTO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (1 insider, 4 trade dates, 85,000 shares, about $361.2K) and open-market sales in 0 filings. Net open-market shares: 85,000 (purchases minus sales); net value about $361.2K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-14 | Nathan Gilbert E |
Open-market purchase | 10,000 | $3.93 | $39.3K |
| 2026-08-11 | Nathan Gilbert E |
Open-market purchase | 50,000 | $4.15 | $207.5K |
| 2026-06-23 | Nury Dianne S. |
Grant/award | 23,605 | — | — |
| 2026-06-23 | Nathan Gilbert E |
Grant/award | 31,652 | — | — |
| 2026-06-23 | Tank Alan Robert |
Grant/award | 23,605 | — | — |
| 2026-06-23 | Gray Maria G |
Grant/award | 23,605 | — | — |
| 2026-05-14 | Graham Auste M |
Gift | 20,000 | — | — |
| 2026-05-13 | Nathan Gilbert E |
Open-market purchase | 5,000 | $4.45 | $22.2K |
| 2026-05-12 | Nathan Gilbert E |
Open-market purchase | 20,000 | $4.61 | $92.2K |
Well-known investors holding ALTO (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 1,518,521 | $8.7M | 0.01% | Reduced 9% |
| Two Sigma Investments | 2026-06-30 | 1,198,890 | $6.8M | 0.01% | Reduced 40% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 324,286 | $1.6M | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 205,145 | $1.2M | 0.0% | New position |
| Millennium Management (Israel Englander) | 2026-06-30 | 173,360 | $988.2K | 0.0% | Reduced 91% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 127,321 | $725.7K | 0.0% | Reduced 62% |