Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 11, 2022 | Jun. 30, 2020 | |
Document Information Line Items | |||
Entity Registrant Name | ALTO INGREDIENTS, INC. | ||
Trading Symbol | ALTO | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 73,726,517 | ||
Entity Public Float | $ 431,100,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000778164 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-21467 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 41-2170618 | ||
Entity Address, Address Line One | 1300 South Second Street | ||
Entity Address, City or Town | Pekin | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 61554 | ||
City Area Code | (916) | ||
Local Phone Number | 403-2123 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 49 | ||
Auditor Name | RSM US LLP | ||
Auditor Location | Rochester, Minnesota |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 50,612 | $ 47,667 |
Restricted cash | 11,513 | 520 |
Accounts receivable, net of allowance for doubtful accounts of $378 and $260, respectively | 86,888 | 43,491 |
Inventories | 54,373 | 37,925 |
Derivative assets | 15,839 | 17,149 |
Assets held-for-sale | 1,000 | 58,295 |
Other current assets | 9,301 | 8,999 |
Total current assets | 229,526 | 214,046 |
Property and equipment, net | 222,550 | 229,486 |
Other Assets: | ||
Right of use operating lease assets, net | 13,413 | 11,046 |
Notes receivable | 11,641 | 14,337 |
Other assets | 7,823 | 7,903 |
Total other assets | 32,877 | 33,286 |
Total Assets | 484,953 | 476,818 |
Current Liabilities: | ||
Accounts payable – trade | 23,251 | 13,047 |
Accrued liabilities | 21,307 | 11,101 |
Current portion – operating leases | 3,909 | 2,180 |
Current portion – long-term debt, net | 25,533 | |
Derivative liabilities | 13,582 | |
Liabilities held-for-sale | 19,542 | |
Other current liabilities | 7,553 | 15,524 |
Total current liabilities | 69,602 | 86,927 |
Long-term debt, net of current portion | 50,361 | 71,807 |
Operating leases, net of current portion | 9,382 | 8,715 |
Other liabilities | 10,394 | 13,134 |
Total Liabilities | 139,739 | 180,583 |
Commitments and contingencies (Notes 1, 7, 8, 9 and 14) | ||
Stockholders’ Equity: | ||
Preferred stock value | ||
Common stock, value | 73 | 72 |
Additional paid-in capital | 1,037,205 | 1,036,638 |
Accumulated other comprehensive loss | (284) | (3,878) |
Accumulated deficit | (691,781) | (736,598) |
Total stockholders’ equity | 345,214 | 296,235 |
Total Liabilities and Stockholders’ Equity | 484,953 | 476,818 |
Series A Preferred Stock | ||
Stockholders’ Equity: | ||
Preferred stock value | ||
Series B Preferred Stock | ||
Stockholders’ Equity: | ||
Preferred stock value | 1 | 1 |
Non-Voting Common Stock | ||
Stockholders’ Equity: | ||
Common stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable, net of allowance (in Dollars) | $ 378 | $ 260 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 72,777,694 | 72,486,962 |
Common stock, shares outstanding | 72,777,694 | 72,486,962 |
Series A Preferred Stock | ||
Preferred stock, shares authorized | 1,684,375 | 1,684,375 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series B Preferred Stock | ||
Preferred stock, shares authorized | 1,580,790 | 1,580,790 |
Preferred stock, shares issued | 926,942 | 926,942 |
Preferred stock, shares outstanding | 926,942 | 926,942 |
Preferred stock, liquidation preference (in Dollars) | $ 18,075 | $ 18,075 |
Non-Voting Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,553,000 | 3,553,000 |
Common stock, shares issued | 896 | 896 |
Common stock, shares outstanding | 896 | 896 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net sales | $ 1,207,892 | $ 897,023 | $ 1,424,881 |
Cost of goods sold | 1,140,108 | 844,164 | 1,434,819 |
Gross profit (loss) | 67,784 | 52,859 | (9,938) |
Selling, general and administrative expenses | (29,185) | (31,980) | (35,453) |
Gain on litigation settlement | 11,750 | ||
Gain on sale of assets | 4,571 | 1,580 | |
Asset impairments | (3,100) | (24,356) | (29,292) |
Income (loss) from operations | 40,070 | 9,853 | (74,683) |
Income from loan forgiveness | 9,860 | ||
Interest expense, net | (3,587) | (17,943) | (20,206) |
Loss on debt extinguishment | (6,517) | ||
Fair value adjustments | (9,959) | ||
Other income, net | 1,208 | 750 | 104 |
Income (loss) before provision (benefit) for income taxes | 47,551 | (17,299) | (101,302) |
Provision (benefit) for income taxes | 1,469 | (17) | (20) |
Consolidated net income (loss) | 46,082 | (17,282) | (101,282) |
Net loss attributed to noncontrolling interests | 2,166 | 12,333 | |
Net income (loss) attributed to Alto Ingredients, Inc. | 46,082 | (15,116) | (88,949) |
Preferred stock dividends | (1,265) | (1,268) | (1,265) |
Income allocated to participating securities | (600) | ||
Income (loss) available to common stockholders | $ 44,217 | $ (16,384) | $ (90,214) |
Income (loss) per share, basic (in Dollars per share) | $ 0.62 | $ (0.28) | $ (1.9) |
Income (loss) per share, diluted (in Dollars per share) | $ 0.61 | $ (0.28) | $ (1.9) |
Weighted-average shares outstanding, basic (in Shares) | 71,098,000 | 58,609,000 | 47,384,000 |
Weighted-average shares outstanding, diluted (in Shares) | 72,219,000 | 58,609,000 | 47,384,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Consolidated net income (loss) | $ 46,082 | $ (17,282) | $ (101,282) |
Other comprehensive income (expense) – net gain (loss) arising during the period on defined benefit pension plans | 3,594 | (1,508) | 89 |
Total comprehensive income (loss) | 49,676 | (18,790) | (101,193) |
Comprehensive loss attributed to noncontrolling interests | 2,166 | 12,333 | |
Comprehensive income (loss) attributed to Alto Ingredients, Inc. | $ 49,676 | $ (16,624) | $ (88,860) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands | Preferred Stock | Common Stock and Non-Voting Common | Additional Paid-In Capital | Accumulated Deficit | Accum. Other Comprehensive Loss | Non-Controlling Interests | Total |
Balances at Dec. 31, 2018 | $ 1 | $ 46 | $ 932,179 | $ (630,000) | $ (2,459) | $ 19,598 | $ 319,365 |
Balances (in Shares) at Dec. 31, 2018 | 927 | 45,771 | |||||
Stock-based compensation | 2,809 | 2,809 | |||||
Restricted stock issued to employees and directors, net of cancellations and tax | $ 1 | (159) | (158) | ||||
Restricted stock issued to employees and directors, net of cancellations and tax (in Shares) | 1,069 | ||||||
Common stock issuances ATM | $ 3 | 3,667 | 3,670 | ||||
Common stock issuances ATM (in Shares) | 3,137 | ||||||
Common stock issuances senior notes | $ 6 | 3,811 | 3,817 | ||||
Common stock issuances senior notes (in Shares) | 5,531 | ||||||
Pension plan adjustment | 89 | 89 | |||||
Preferred stock dividends | (1,265) | (1,265) | |||||
Net income (loss) | (88,949) | (12,333) | (101,282) | ||||
Balances at Dec. 31, 2019 | $ 1 | $ 56 | 942,307 | (720,214) | (2,370) | 7,265 | 227,045 |
Balances (in Shares) at Dec. 31, 2019 | 927 | 55,508 | |||||
Stock-based compensation | 2,679 | 2,679 | |||||
Common stock issuances | $ 5 | 70,528 | 70,533 | ||||
Common stock issuances (in Shares) | 5,075 | ||||||
Warrant exercises | $ 9 | 16,431 | 16,440 | ||||
Warrant exercises (in Shares) | 9,346 | ||||||
Sale of interests in PAL | (5,099) | (5,099) | |||||
Restricted stock issued to employees and directors, net of cancellations and tax | $ 1 | (602) | (601) | ||||
Restricted stock issued to employees and directors, net of cancellations and tax (in Shares) | 1,137 | ||||||
Common stock issuances ATM | $ 1 | 5,295 | 5,296 | ||||
Common stock issuances ATM (in Shares) | 1,421 | ||||||
Pension plan adjustment | (1,508) | (1,508) | |||||
Preferred stock dividends | (1,268) | (1,268) | |||||
Net income (loss) | (15,116) | (2,166) | (17,282) | ||||
Balances at Dec. 31, 2020 | $ 1 | $ 72 | 1,036,638 | (736,598) | (3,878) | 296,235 | |
Balances (in Shares) at Dec. 31, 2020 | 927 | 72,487 | |||||
Stock-based compensation | 2,883 | 2,883 | |||||
Common stock issuances | 462 | 462 | |||||
Common stock issuances (in Shares) | 124 | ||||||
Restricted stock issued to employees and directors, net of cancellations and tax | $ 1 | (2,778) | (2,777) | ||||
Restricted stock issued to employees and directors, net of cancellations and tax (in Shares) | 167 | ||||||
Pension plan adjustment | 3,594 | 3,594 | |||||
Preferred stock dividends | (1,265) | (1,265) | |||||
Net income (loss) | 46,082 | 46,082 | |||||
Balances at Dec. 31, 2021 | $ 1 | $ 73 | $ 1,037,205 | $ (691,781) | $ (284) | $ 345,214 | |
Balances (in Shares) at Dec. 31, 2021 | 927 | 72,778 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities: | |||
Consolidated net income (loss) | $ 46,082 | $ (17,282) | $ (101,282) |
Adjustments to reconcile consolidated net income (loss) to cash provided by (used in) operating activities: | |||
Depreciation expense | 23,292 | 30,268 | 47,909 |
Asset impairments | 3,100 | 24,356 | 29,292 |
Income from loan forgiveness | (9,860) | ||
Fair value adjustments | 9,959 | ||
Gain on sale of assets | (4,571) | (1,580) | |
Loss on debt extinguishment | 6,517 | ||
Inventory valuation | (257) | ||
Gains on derivative instruments | (21,619) | (14,780) | (555) |
Amortization of deferred financing costs | 778 | 1,394 | 511 |
Amortization of debt discounts (premiums) | (230) | (230) | 689 |
Noncash compensation | 2,883 | 2,679 | 2,809 |
Bad debt expense | 158 | 245 | 27 |
Interest expense added to senior notes | 133 | 1,185 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (43,554) | 30,571 | (6,698) |
Inventories | (16,448) | 19,090 | (2,780) |
Other current assets | 38,989 | 1,507 | 3,895 |
Operating leases | (4,216) | (4,751) | (10,161) |
Assets held-for-sale | (3,483) | 1,012 | |
Liabilities held-for-sale | 2,305 | 9,110 | |
Accounts payable and accrued expenses | 13,215 | (19,763) | (2,585) |
Net cash provided by (used in) operating activities | 26,821 | 71,681 | (31,227) |
Investing Activities: | |||
Proceeds from sale of Stockton | 24,000 | ||
Proceeds from sale of Madera | 19,500 | ||
Proceeds from sale of interests in PAL | 19,896 | ||
Proceeds from Magic Valley asset sale | 10,000 | ||
Additions to property and equipment | (16,384) | (6,580) | (3,281) |
Net cash provided by (used in) investing activities | 27,116 | 23,316 | (3,281) |
Financing Activities: | |||
Proceeds from issuances of common stock and warrants | 462 | 75,829 | 3,670 |
Proceeds from warrant exercises | 5,500 | ||
Proceeds from CARES Act loans | 9,860 | ||
Net proceeds (payments) on Kinergy’s line of credit | 17,889 | (45,826) | 21,282 |
Payments on plant borrowings | (29,964) | (71,536) | (8,000) |
Payments on senior notes | (25,533) | (40,249) | (3,748) |
Preferred stock dividend payments | (2,853) | (946) | |
Proceeds from CoGen contract amendment | 8,036 | ||
Debt issuance costs | (1,280) | ||
Net cash provided by (used in) financing activities | (39,999) | (66,422) | 19,014 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 13,938 | 28,575 | (15,494) |
Cash, cash equivalents and restricted cash at beginning of period | 48,187 | 19,612 | 35,106 |
Cash, cash equivalents and restricted cash at end of period | 62,125 | 48,187 | 19,612 |
Reconciliation of total cash, cash equivalents and restricted cash: | |||
Cash and cash equivalents | 50,612 | 47,667 | 18,997 |
Restricted cash | 11,513 | 520 | 615 |
Total cash, cash equivalents and restricted cash | 62,125 | 48,187 | 19,612 |
Supplemental Information: | |||
Interest paid (net of capitalized interest) | 3,489 | 17,469 | 18,763 |
Capitalized interest | 628 | 224 | 563 |
Income tax (payments) refunds | (448) | 641 | |
Noncash financing and investing activities: | |||
Initial right of use assets and liabilities recorded under ASC 842 | 43,753 | ||
Issuance of common stock for senior note amendment | 3,817 | ||
Issuance of warrants for senior note amendment | 977 | ||
Accrued preferred stock dividends | $ 1,268 | $ 319 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization and Business On December 15, 2016, the Company and Aurora Cooperative Elevator Company, a Nebraska cooperative corporation (“ACEC”), closed a transaction under a contribution agreement under which the Company contributed its Aurora, Nebraska ethanol production facilities and ACEC contributed its Aurora grain elevator and related grain handling assets to Pacific Aurora, LLC (“Pacific Aurora”) in exchange for equity interests in Pacific Aurora. As a result, the Company owned 73.93% of Pacific Aurora and ACEC owned 26.07% of Pacific Aurora. As discussed further in Note 2, the Company sold its interest in Pacific Aurora on April 15, 2020. Therefore, from December 15, 2016, through April 15, 2020, the Company consolidated 100% of the results of Pacific Aurora and recorded ACEC’s 26.07% equity interest as noncontrolling interests in the accompanying financial statements. The Company is a leading producer and marketer of specialty alcohols and essential ingredients. The Company also produces and markets fuel-grade ethanol. The Company’s production facilities in Pekin, Illinois are located in the heart of the Corn Belt, benefit from low-cost and abundant feedstock and allow for access to many additional domestic markets. In addition, the Company’s ability to load unit trains and barges from these facilities allows for greater access to international markets. The Company’s two production facilities in Oregon and Idaho are located in close proximity to both feed and fuel-grade ethanol customers and thus enjoy unique advantages in efficiency, logistics and product pricing. The Company has a combined alcohol production capacity of 350 million gallons per year and produces, on an annualized basis, nearly 1.2 million tons of essential ingredients on a dry matter basis, such as dried yeast, corn gluten meal, corn gluten feed, and distillers grains and liquid feed used in commercial animal feed and pet foods. In addition, the Company sells alcohols acquired from other producers and markets fuel-grade ethanol produced by third parties. The Company focuses on four key markets: Health, Home & Beauty Food & Beverage Essential Ingredients Renewable Fuels As of December 31, 2021, all of the Company’s production facilities were operating. As market conditions change, the Company may increase, decrease or idle production at one or more operating facilities or resume operations at any idled facility. On January 14, 2022, the Company acquired Eagle Alcohol Company LLC, a Missouri limited liability company (“Eagle Alcohol”). Eagle Alcohol specializes in break bulk distribution of specialty alcohols. Eagle Alcohol purchases bulk alcohol from suppliers, including the Company. Then it stores, denatures, packages, and resells alcohol products in smaller sizes, including tank trucks, totes, and drums, that garner a premium to bulk alcohols. Eagle Alcohol delivers products to customers in the beverage, food, pharma, and related-process industries via its own dedicated trucking fleet and common carrier. Eagle Alcohol generated over $35 million in revenues in 2021. Eagle Alcohol is now a wholly-owned subsidiary of the Company. See Note 16 for more details. Basis of Presentation Segments Segment Reporting Cash and Cash Equivalents Restricted Cash Accounts Receivable and Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for balances that appear to have specific collection issues. The collection process is based on the age of the invoice and requires attempted contacts with the customer at specified intervals. If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a bad debt allowance is recorded for the balance in question. Delinquent accounts receivable are charged against the allowance for doubtful accounts once uncollectibility has been determined. The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer. If the financial condition of a Company customer deteriorates, resulting in an impairment of ability to make payments, additional allowances may be required. Of the accounts receivable balance, approximately $63,929,000 and $35,839,000 at December 31, 2021 and 2020, respectively, were used as collateral under Kinergy’s operating line of credit. The allowance for doubtful accounts was $378,000 and $260,000 as of December 31, 2021 and 2020, respectively. The Company recorded a bad debt expense of $158,000, $245,000 and $27,000 for the years ended December 31, 2021, 2020 and 2019, respectively. The Company does not have any off-balance sheet credit exposure related to its customers. Concentration Risks The Company sells specialty alcohols to consumer product companies and fuel-grade ethanol to gasoline refining and distribution companies. The Company sold to customers representing 10% or more of the Company’s total net sales, as follows. Years Ended December 31, 2021 2020 2019 Customer A 13 % 3 % 9 % Customer B 9 % 9 % 11 % Customer C 1 % 5 % 13 % The Company had accounts receivable due from these customers totaling $14,336,000 and $5,756,000, representing 16% and 13% of total accounts receivable, as of December 31, 2021 and 2020, respectively. The Company purchases corn, its largest cost component in producing alcohols, from its suppliers. The Company purchased corn from suppliers representing 10% or more of the Company’s total corn purchases, as follows: Years Ended December 31, 2021 2020 2019 Supplier A 14 % 16 % 16 % Supplier B — % 9 % 25 % As of December 31, 2021, approximately 47% of the Company’s employees were covered by a collective bargaining agreement. Inventories December 31, 2021 2020 Finished goods $ 35,509 $ 25,154 Work in progress 6,909 4,333 Raw materials 10,837 7,074 Other 1,118 1,364 Total $ 54,373 $ 37,925 Property and Equipment Buildings 40 years Facilities and plant equipment 10 – 25 years Other equipment, vehicles and furniture 5 – 10 years The cost of normal maintenance and repairs is charged to operations as incurred. Significant capital expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The cost of property and equipment sold, or otherwise disposed of, and the related accumulated depreciation or amortization are removed from the accounts, and any resulting gains or losses are reflected in current operations. Intangible Asset Leases Derivative Instruments and Hedging Activities Revenue Recognition The Company recognizes revenue primarily from sales of alcohols and essential ingredients. The Company has five production facilities from which it produces and sells alcohols to its customers through Kinergy. Kinergy enters into back-to-back sales contracts with its customers under exclusive intercompany sales agreements with each of the Company’s five production facilities. Kinergy also acts as a principal when it purchases third party fuel-grade ethanol which it resells to its customers. Finally, Kinergy has exclusive sales agreements with other third-party owned fuel-grade ethanol production facilities under which it sells their fuel-grade ethanol for a fee plus the costs to deliver the ethanol to Kinergy’s customers. These sales are referred to as third-party agent sales. Revenue from these third-party agent sales is recorded on a net basis, with Kinergy recognizing its predetermined fees and any associated delivery costs. The Company has five production facilities from which it produces and sells essential ingredients to its customers through Alto Nutrients. Alto Nutrients enters into sales contracts with essential ingredient customers under exclusive intercompany sales agreements with each of the Company’s five production facilities. The Company recognizes revenue from sales of alcohols and essential ingredients at the point in time when the customer obtains control of the products, which typically occurs upon delivery depending on the terms of the underlying contracts. In some instances, the Company enters into contracts with customers that contain multiple performance obligations to deliver volumes of alcohols or essential ingredients over a contractual period of less than 12 months. The Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices and recognizes the related revenue as control of each individual product is transferred to the customer in satisfaction of the corresponding performance obligations. When the Company is the agent, the supplier controls the products before they are transferred to the customer because the supplier is primarily responsible for fulfilling the promise to provide the product, has inventory risk before the product has been transferred to a customer and has discretion in establishing the price for the product. When the Company is the principal, the Company controls the products before they are transferred to the customer because the Company is primarily responsible for fulfilling the promise to provide the products, has inventory risk before the product has been transferred to a customer and has discretion in establishing the price for the product. See Note 4 Shipping and Handling Costs Selling Costs Stock-Based Compensation Impairment of Long-Lived Assets Deferred Financing Costs Provision for Income Taxes The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. An uncertain tax position is considered effectively settled on completion of an examination by a taxing authority if certain other conditions are satisfied. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and other income (expense), net, respectively. Deferred tax assets and liabilities are classified as noncurrent in the Company’s consolidated balance sheets. The Company files a consolidated federal income tax return. This return includes all wholly owned subsidiaries as well as the Company’s pro-rata share of taxable income from pass-through entities in which the Company owns less than 100%. State tax returns are filed on a consolidated, combined or separate basis depending on the applicable laws relating to the Company and its subsidiaries. Income (Loss) Per Share The following tables compute basic and diluted earnings per share (in thousands, except per share data): Year Ended December 31, 2021 Income Shares Per-Share Net income attributed to Alto Ingredients, Inc. $ 46,082 Less: Preferred stock dividends (1,265 ) Less: Income allocated to participating securities (600 ) Basic income per share: Income available to common stockholders $ 44,217 71,098 $ 0.62 Add: Dilutive securities — 1,121 Diluted income per share: Income available to common stockholders $ 44,217 72,219 $ 0.61 Year Ended December 31, 2020 Loss Shares Per-Share Net loss attributed to Alto Ingredients, Inc. $ (15,116 ) Less: Preferred stock dividends (1,268 ) Basic and diluted loss per share: Loss available to common stockholders $ (16,384 ) 58,609 $ (0.28 ) Year Ended December 31, 2019 Loss Shares Denominator Per-Share Amount Net loss attributed to Alto Ingredients, Inc. $ (88,949 ) Less: Preferred stock dividends (1,265 ) Basic and diluted loss per share: Loss available to common stockholders $ (90,214 ) 47,384 $ (1.90 ) There were an aggregate of 964,000, 2,463,000 and 635,000 potentially dilutive shares from convertible securities outstanding as of December 31, 2021, 2020 and 2019, respectively. These convertible securities were not considered in calculating diluted loss per common share for the years ended December 31, 2021, 2020 and 2019 as their effect would be anti-dilutive. In addition, there were an aggregate of 8,900,500, 5,031,000 and 136,000 weighted-average antidilutive shares from outstanding out-of-the-money warrants. Financial Instruments Employment-related Benefits Estimates and Assumptions Uncertainty Subsequent Events Reclassifications |
Asset Sales and Held-For-Sale C
Asset Sales and Held-For-Sale Classification | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
ASSET SALES AND HELD-FOR-SALE CLASSIFICATION | 2. ASSET SALES AND HELD-FOR-SALE CLASSIFICATION. Pacific Aurora On December 19, 2019, the Company entered into a term sheet covering the proposed sale of its 73.93% ownership interest in Pacific Aurora to ACEC for $52.8 million, and as a result, the Company determined that as of December 31, 2019, the long-lived assets of Pacific Aurora should be classified as held-for-sale. On April 15, 2020, the Company closed the sale of its ownership interest in Pacific Aurora and preliminarily received total consideration of $52.8 million, subject to working capital adjustments of approximately $35.3 million, resulting in cash proceeds of $19.9 million and the balance of $16.5 million in long-term ACEC promissory notes, resulting in a net loss on sale of approximately $1.4 million, recorded as gain (loss) on sale of assets in the Company’s consolidated statements of operations. Approximately $14.5 million of the cash proceeds were used to repay a portion of the Company’s term debt. In September 2020, the Company and ACEC agreed to certain post-closing adjustments to the purchase price, resulting in a decrease of $0.9 million, and a corresponding reduction in the aggregate principal amount owed under the long-term ACEC promissory notes. The Company received two promissory notes, as adjusted, in the amounts of $8.6 million and $7.0 million as part consideration for the sale, both maturing on April 15, 2025. The $8.6 million note accrues interest at an annual rate of 5.00%. Interest payments are due quarterly beginning July 1, 2020 and principal payments of $0.4 million are due quarterly beginning July 1, 2021. The $7.0 million note accrues interest at an annual rate of 4.50%. Interest payments are due quarterly beginning July 1, 2020 and principal payments of $0.4 million are due quarterly beginning January 3, 2022. As discussed in Note 16, on February 23, 2022, these notes were amended and now mature on June 30, 2022. In addition, upon the sale, the Company no longer had noncontrolling interests on its balance sheet and no longer records income (loss) of noncontrolling interests for future periods. For the years ended December 31, 2020 and 2019, Pacific Aurora contributed $39.6 million and $163.5 million in net sales, $8.4 million and $43.4 million in pre-tax loss, and $2.2 million and $12.3 million in net loss attributed to noncontrolling interests, respectively. Magic Valley On November 30, 2020, the Company sold 134 acres, the related rail loop and grain handling assets at its Magic Valley facility located in Burley, Idaho for $10.0 million in cash. The Company retained the fuel-grade ethanol production facility and terminal on the remaining 25 acres and has entered into certain agreements with the buyer for delivery of grain to the plant. Upon the sale, the Company recognized a gain on sale of $3.2 million in gain on sale of assets in the accompanying consolidated statements of operations. Stockton and Madera In October 2020, the Company’s Board of Directors approved a plan to sell the Company’s fuel-grade ethanol production facilities located in Madera and Stockton, California. As a result, the Company determined the related long-lived asset groups should be classified as held-for-sale at December 31, 2020. The analysis of these potential sales resulted in an aggregate asset impairment of $1.2 million and $22.3 million in the Company’s Other production segment for the years ended December 31, 2021 and 2020, respectively. On May 14, 2021, the Company closed the sale of its Madera facility for total consideration of $28.3 million, comprised of $19.5 million in cash and $8.8 million in assumption of liabilities, resulting in a net loss on sale of less than $0.1 million, included in gain on sale of assets in the Company’s consolidated statements of operations. All of the cash proceeds were used to repay a significant portion of the Company’s term debt and accrued interest. On November 5, 2021, the Company closed the sale of its Stockton facility for gross proceeds of $24.0 million in cash, resulting in a net gain on sale of $4.6 million, recorded in gain on sale of assets in the Company’s consolidated statements of operations. With the net cash proceeds, the Company repaid its parent notes payable and the Alto Pekin and ICP loans in full. For the year ended December 31, 2021, net sales attributed to the results of operations for Stockton and Madera were $2.6 million and $0, respectively. For the year ended December 31, 2020, net sales attributed to the results of operations for Stockton and Madera were $21.9 million and $22.7 million, respectively. For the year ended December 31, 2019, net sales attributed to the results of operations for Stockton and Madera were $132.9 million and $82.7 million, respectively. For the year ended December 31, 2021, pre-tax loss attributed to the results of operations for Stockton and Madera was $2.8 million and $2.0 million, respectively. For the year ended December 31, 2020, pre-tax loss attributed to the results of operations for Stockton and Madera was $6.5 million and $6.1 million, respectively. For the year ended December 31, 2019, pre-tax loss attributed to the results of operations for Stockton and Madera was $3.9 million and $2.7 million, respectively. The above pre-tax results include asset impairments associated with Stockton and Madera recorded for the year ended December 31, 2021 of $0 and $1.2 million and for the year ended December 31, 2020 were $17.9 million and $4.4 million, respectively. Canton During 2021, the Company agreed to sell certain assets of the Company’s property and equipment in Canton, Illinois. As a result, the Company determined the related long-lived asset groups should be classified as held-for-sale at December 31, 2021. The analysis of the potential sale resulted in an asset impairment of $1.9 million in the Company’s Other production segment for the year ended December 31, 2021. As of December 31, 2021, the Company recorded $1.0 million in assets held-for-sale associated with this transaction. For the years ended December 31, 2021, 2020 and 2019 there were no sales from Canton. For the years ended December 31, 2021, 2020 and 2019, pre-tax losses attributed to Canton were less than $1.0 million for each year. |
Intercompany Agreements
Intercompany Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
INTERCOMPANY AGREEMENTS | 3. INTERCOMPANY AGREEMENTS. The Company, directly or through one of its subsidiaries, has entered into the following management and marketing agreements: Affiliate Management Agreement The AMAs have an initial term of one year and automatic successive one year renewal periods. Alto Ingredients may terminate the AMA, and any subsidiary may terminate the AMA, at any time by providing at least 90 days prior notice of such termination. Alto Ingredients recorded revenues of approximately $9,774,000, $11,724,000 and $12,682,000 related to the AMAs in place for the years ended December 31, 2021, 2020 and 2019, respectively. These amounts have been eliminated upon consolidation. Ethanol Marketing Agreements Kinergy recorded revenues of approximately $4,496,000, $4,275,000 and $7,900,800 related to the marketing agreements for the years ended December 31, 2021, 2020 and 2019, respectively. These amounts have been eliminated upon consolidation. Corn Procurement and Handling Agreements Under these agreements, Alto Nutrients receives a fee of $0.03 per bushel of corn delivered to each production facility as consideration for its procurement and handling services, payable monthly. Each corn procurement and handling agreement had an initial term of one year and successive one year renewal periods at the option of the individual facility. Alto Nutrients recorded revenues of approximately $2,694,000, $2,595,000 and $4,288,000 related to the corn procurement and handling agreements for the years ended December 31, 2021, 2020 and 2019, respectively. These amounts have been eliminated upon consolidation. Through April 15, 2020, each Pacific Aurora production facility operated under a grain procurement agreement with ACEC. Under this agreement, ACEC received a fee of $0.03 per bushel of corn delivered to each facility as consideration for ACEC’s procurement and handling services, payable monthly. The grain procurement agreement had an initial term of one year and successive one year renewal periods at the option of the individual facility. Pacific Aurora recorded expenses of approximately $210,000 and $1,103,000 for the years ended December 31, 2020 and 2019, respectively, associated with these agreements. These amounts have not been eliminated upon consolidation as they were with a related but unconsolidated third-party. Essential Ingredients Marketing Agreements Alto Nutrients recorded revenues of approximately $2,871,000, $2,778,000 and $6,029,000 related to the marketing agreements for the years ended December 31, 2021, 2020 and 2019, respectively. These amounts have been eliminated upon consolidation. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS | 4. SEGMENTS. The Company reports its financial and operating performance in three segments: (1) marketing and distribution, which includes marketing and merchant trading for Company-produced alcohols and essential ingredients on an aggregated basis, and third-party fuel-grade ethanol (2) Pekin Campus production, which includes the production and sale of alcohols and essential ingredients produced at the Company’s Pekin, Illinois campus, and (3) Other production, which includes the production and sale of fuel-grade ethanol and essential ingredients produced at all of the Company’s other production facilities on an aggregated basis, none of which are individually so significant to be considered a reportable segment. Income before provision for income taxes includes management fees charged by Alto Ingredients to the segments. The Pekin Campus production segment incurred $4,344,000, $4,344,000 and $4,014,000 in management fees for the years ended December 31, 2021, 2020 and 2019, respectively. The marketing and distribution segment incurred $3,480,000 in management fees for each of the years ended December 31, 2021, 2020 and 2019, respectively. The Other production segment incurred $1,950,000, $3,893,000 and $5,188,000 in management fees for the years ended December 31, 2021, 2020 and 2019, respectively. Corporate activities include selling, general and administrative expenses, consisting primarily of corporate employee compensation, professional fees and overhead costs not directly related to a specific operating segment. During the normal course of business, the segments do business with each other. The preponderance of this activity occurs when the Company’s marketing segment markets alcohol produced by the production segments for a marketing fee, as discussed in Note 3. These intersegment activities are considered arms’-length transactions. Consequently, although these transactions impact segment performance, they do not impact the Company’s consolidated results since all revenues and corresponding costs are eliminated in consolidation. For the year ended December 31, 2021, capital expenditures incurred by the Pekin Campus segment and the Other production segment were approximately $14.3 million and $2.1 million, respectively. For the years ended December 31, 2020 and 2019, capital expenditures were substantially all incurred at the Company’s Pekin Campus production segment. The following tables set forth certain financial data for the Company’s operating segments (in thousands): Years Ended December 31, 2021 2020 2019 Net Sales Pekin Campus production, recorded as gross: Alcohol sales $ 498,195 $ 330,432 $ 343,610 Essential ingredient sales 189,535 130,270 138,987 Intersegment sales 1,193 645 1,110 Total Pekin Campus sales 688,923 461,347 483,707 Marketing and distribution: Alcohol sales, gross $ 379,422 $ 256,209 $ 355,101 Alcohol sales, net 1,753 1,529 1,831 Intersegment sales 10,061 9,648 18,219 Total marketing and distribution sales 391,236 267,386 375,151 Other Production, recorded as gross: Alcohol sales $ 107,931 $ 137,703 $ 455,343 Essential ingredient sales 31,056 40,880 130,009 Intersegment sales 964 1,309 509 Total Other production sales 139,951 179,892 585,861 Intersegment eliminations (12,218 ) (11,602 ) (19,838 ) Net sales as reported $ 1,207,892 $ 897,023 $ 1,424,881 Cost of goods sold: Pekin Campus production $ 638,371 $ 389,125 $ 481,262 Marketing and distribution 371,371 253,465 347,185 Other production 136,401 206,412 612,040 Intersegment eliminations (6,035 ) (4,838 ) (5,668 ) Cost of goods sold as reported $ 1,140,108 $ 844,164 $ 1,434,819 Income (loss) before provision (benefit) for income taxes: Pekin Campus production $ 41,622 $ 53,898 $ (21,441 ) Marketing and distribution 11,756 4,889 12,533 Other production (3,762 ) (54,677 ) (77,019 ) Corporate activities (2,065 ) (21,409 ) (15,375 ) $ 47,551 $ (17,299 ) $ (101,302 ) Depreciation expense: Pekin Campus production $ 17,352 $ 17,450 $ 17,535 Other production 5,890 12,691 30,107 Corporate activities 50 127 267 $ 23,292 $ 30,268 $ 47,909 Interest expense: Pekin Campus production $ 756 $ 6,038 $ 7,556 Marketing and distribution 963 1,574 3,053 Other production 167 334 13 Corporate activities 1,701 9,997 9,584 $ 3,587 $ 17,943 $ 20,206 The following table sets forth the Company’s total assets by operating segment (in thousands): December 31, December 31, Total assets: Pekin Campus production $ 266,197 $ 234,439 Marketing and distribution 130,302 89,337 Other production 57,046 102,409 Corporate assets 31,408 50,633 $ 484,953 $ 476,818 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT. Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Facilities and plant equipment $ 364,039 $ 357,740 Land 4,072 4,837 Other equipment, vehicles and furniture 7,656 7,858 Construction in progress 22,505 11,828 398,272 382,263 Accumulated depreciation (175,722 ) (152,777 ) $ 222,550 $ 229,486 Depreciation expense was $23,292,000, $30,268,000 and $47,909,000 for the years ended December 31, 2021, 2020 and 2019, respectively. The Company capitalized interest of $628,000, $224,000 and $563,000 for the years ended December 31, 2021, 2020 and 2019, respectively, related to its capital investment activities. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | 6. DERIVATIVES. The business and activities of the Company expose it to a variety of market risks, including risks related to changes in commodity prices. The Company monitors and manages these financial exposures as an integral part of its risk management program. This program recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effects that market volatility could have on operating results. Commodity Risk – Cash Flow Hedges Commodity Risk – Non-Designated Hedges Non-Designated Derivative Instruments As of December 31, 2021 Assets Liabilities Type of Instrument Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash collateral balance Restricted cash $ 11,513 Commodity contracts Derivative assets $ 15,839 Derivative liabilities $ 13,582 As of December 31, 2020 Assets Liabilities Type of Instrument Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash collateral balance Restricted cash $ 520 Commodity contracts Derivative assets $ 17,149 Derivative liabilities $ — The above amounts represent the gross balances of the contracts; however, the Company does have a right of offset with each of its derivative brokers, but its intent is to close out positions individually, therefore, they are reported at gross. The classification and amounts of the Company’s recognized gains (losses) for its derivatives not designated as hedging instruments are as follows (in thousands): Realized Gains (Losses) For the Years Ended December 31, Type of Instrument Statements of Operations Location 2021 2020 2019 Commodity contracts Cost of goods sold $ 32,618 $ 2,102 $ (4,568 ) $ 32,618 $ 2,102 $ (4,568 ) Unrealized Gains (Losses) For the Years Ended December 31, Type of Instrument Statements of Operations Location 2021 2020 2019 Commodity contracts Cost of goods sold $ (10,999 ) $ 12,678 $ 5,123 $ (10,999 ) $ 12,678 $ 5,123 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | 7. DEBT. Long-term borrowings are summarized as follows (in thousands): December 31, December 31, Kinergy line of credit $ 50,401 $ 32,512 Pekin loans — 20,580 ICP loans — 9,384 CARES Act loans — 9,860 Parent notes payable — 25,533 50,401 97,869 Less unamortized debt premium — 230 Less unamortized debt financing costs (40 ) (759 ) Less short-term portion — (25,533 ) Long-term debt $ 50,361 $ 71,807 Kinergy Line of Credit If the monthly excess borrowing availability of Kinergy and Alto Nutrients falls below certain thresholds, they are collectively required to maintain a fixed-charge coverage ratio (calculated as a twelve-month rolling earnings before interest, taxes, depreciation and amortization divided by the sum of interest expense, capital expenditures, principal payments of indebtedness, indebtedness from capital leases and taxes paid during such twelve-month rolling period) of at least 2.0 and are prohibited from incurring certain additional indebtedness (other than specific intercompany indebtedness). The obligations of Kinergy and Alto Nutrients under the credit facility are secured by a first-priority security interest in all of their assets in favor of the lender. Alto Ingredients has guaranteed all of Kinergy’s obligations under the line of credit. As of December 31, 2021, Kinergy had $25.4 million in unused borrowing availability under the credit facility. Pekin Loans st st On November 5, 2021, the Company repaid in full the outstanding balances on these loans. ICP Loans On November 5, 2021, the Company repaid in full the outstanding balances on these loans. Parent Notes Payable On May 14, 2021, with proceeds from the Company’s sale of its Madera, California facility, the Company repaid $19.3 million of principal on the Notes, resulting in an aggregate remaining balance of $0.7 million. On November 5, 2021, the Company repaid the remaining outstanding balance on the Notes. CARES Act Loans Maturities of Long-term Debt December 31: 2022 $ — 2023 50,401 $ 50,401 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
LEASES | 8. LEASES. The Company leases equipment and land for certain of its facilities. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate, unless an implicit rate is readily determinable, as the discount rate for each lease in determining the present value of lease payments. For the years ended December 31, 2021 and 2020, the Company’s weighted-average discount rate was 6.00%. Operating lease expense is recognized on a straight-line basis over the lease term. Upon the adoption of ASC 842, the Company elected the following practical expedients allowable under the guidance: not to reassess whether any expired or existing contracts are or contain leases; not to reassess the lease classification for any expired or existing leases; not to reassess initial direct costs for any existing leases; not to separately identify lease and non-lease components; and not to evaluate historical land easements. Additionally, the Company elected the short-term lease exemption policy, applying the requirements of ASC 842 to only long-term (greater than 1 year) leases. The Company determines if an arrangement is a lease or contains a lease at inception. The Company’s leases have remaining lease terms of approximately 1 year to 54 years, which includes options to extend the lease when it is reasonably certain the Company will exercise those options. For the year ended December 31, 2021, the weighted-average remaining lease terms of equipment and land-related leases were 3.08 years and 22.82 years, respectively. The Company does not have lease arrangements with residual value guarantees, sale-leaseback terms or material restrictive covenants. The Company does not have any material finance lease obligations nor sublease agreements. Leases consist of the following: December 31, Classification 2021 2020 Assets Operating Right of use operating lease assets, net $ 13,413 $ 11,046 Liabilites Operating - Current Current portion, operating leases $ 3,909 $ 2,180 Operating - Noncurrent Operating leases, net of current portion $ 9,382 $ 8,715 The Components of lease costs were as follows (in thousands): Years Ended December 31, 2021 2020 2019 Fixed lease cost $ 4,500 $ 5,732 $ 10,093 Variable lease cost 238 212 328 Net lease cost $ 4,738 $ 5,944 $ 10,421 The following table summarizes the remaining maturities of the Company’s operating lease liabilities, assuming all land lease extensions are taken, as of December 31, 2021 (in thousands): Year Ended: Equipment Land Related 2022 $ 4,201 $ 559 2023 2,778 461 2024 1,535 436 2025 1,082 595 2026 504 608 2027-76 — 5,382 Less Interest (932 ) (3,918 ) $ 9,168 $ 4,123 |
Pension Plans
Pension Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
PENSION PLANS | 9. PENSION PLANS. Retirement Plan st Information related to the Retirement Plan as of and for the years ended December 31, 2021 and 2020 is presented below (dollars in thousands): 2021 2020 Changes in plan assets: Fair value of plan assets, beginning $ 17,588 $ 15,654 Actual gains 2,399 1,969 Benefits paid (763 ) (721 ) Company contributions 763 686 Participant contributions — — Fair value of plan assets, ending $ 19,987 $ 17,588 Less: projected accumulated benefit obligation $ 23,828 $ 24,629 Funded status, (underfunded)/overfunded $ (3,841 ) $ (7,041 ) Amounts recognized in the consolidated balance sheets: Other liabilities $ (3,841 ) $ (7,041 ) Accumulated other comprehensive loss $ 574 $ 3,199 Assumptions used in computation of benefit obligations: Discount rate 2.80 % 2.50 % Expected long-term return on plan assets 5.75 % 6.25 % Rate of compensation increase — — Years Ended December 31, 2021 2020 2019 Components of net periodic benefit costs are as follows: Service cost $ 436 $ 405 $ 374 Interest cost 605 690 760 Amortization of net loss 98 — — Expected return on plan assets (952 ) (903 ) (760 ) Net periodic benefit cost $ 187 $ 192 $ 374 The Company expects to make contributions in the year ending December 31, 2022 of approximately $0.85 million. Net periodic benefit cost for 2022 is estimated at less than $0.1 million. The following table summarizes the expected benefit payments for the Company’s Retirement Plan for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter (in thousands): December 31: 2022 $ 850 2023 900 2024 940 2025 1,000 2026 1,020 2027-31 5,780 $ 10,490 See Note 16 for discussion of the Retirement Plan’s fair value disclosures. Historical and future expected returns of multiple asset classes were analyzed to develop a risk-free real rate of return and risk premiums for each asset class. The overall rate for each asset class was developed by combining a long-term inflation component, the risk-free real rate of return, and the associated risk premium. A weighted-average rate was developed based on those overall rates and the target asset allocation of the Retirement Plan. The Company’s pension committee is responsible for overseeing the investment of pension plan assets. The pension committee is responsible for determining and monitoring the appropriate asset allocations and for selecting or replacing investment managers, trustees, and custodians. The Retirement Plan’s current investment target allocations are 50% equities and 50% debt. The pension committee periodically reviews the actual asset allocation in light of these targets and rebalances investments as necessary. The pension committee also evaluates the performance of investment managers as compared to the performance of specified benchmarks and peers and monitors the investment managers to ensure adherence to their stated investment style and to the Retirement Plan’s investment guidelines. Postretirement Plan Information related to the Postretirement Plan as of December 31, 2021 and 2020 is presented below (dollars in thousands): 2021 2020 Amounts at the end of the year: Accumulated/projected benefit obligation $ 4,313 $ 5,296 Fair value of plan assets — — Funded status, (underfunded)/overfunded $ (4,313 ) $ (5,296 ) Amounts recognized in the consolidated balance sheets: Accrued liabilities $ (210 ) $ (300 ) Other liabilities $ (4,103 ) $ (4,996 ) Accumulated other comprehensive (income) loss $ (290 ) $ 679 Discount rate used in computation of benefit obligations 2.50 % 2.05 % Years Ended December 31, 2021 2020 2019 Components of net periodic benefit costs are as follows: Service cost $ 42 $ 54 $ 67 Interest cost 105 151 219 Amortization of prior service cost 25 30 122 Net periodic benefit cost $ 172 $ 235 $ 408 Amounts recognized in the plan for the year: Participant contributions $ 32 $ 26 $ 24 Benefits paid $ 217 $ 200 $ 195 The Company does not expect to recognize any amortization of net actuarial loss during the year ended December 31, 2021. The following table summarizes the expected benefit payments for the Company’s Postretirement Plan for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter (in thousands): December 31: 2022 $ 210 2023 240 2024 260 2025 280 2026 330 2027-2031 1,720 $ 3,040 For purposes of determining the cost and obligation for pre-Medicare postretirement medical benefits, a 7.00% annual rate of increase in the per capita cost of covered benefits (i.e., health care trend rate) was assumed for the Postretirement Plan in 2023, adjusted to a rate of 4.50% in 2032. Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES. The Company recorded a provision (benefit) for income taxes as follows (in thousands): Years Ended December 31, 2021 2020 2019 Current provision (benefit) $ 1,469 $ — $ (22 ) Deferred provision (benefit) — (17 ) 2 Total $ 1,469 $ (17 ) $ (20 ) A reconciliation of the differences between the United States statutory federal income tax rate and the effective tax rate as provided in the consolidated statements of operations is as follows: Years Ended December 31, 2021 2020 2019 Statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 6.0 5.7 5.7 Change in valuation allowance (18.8 ) (9.4 ) (22.4 ) Income from loan forgiveness (5.5 ) — — Fair value adjustments — (12.7 ) — Noncontrolling interest — (3.4 ) (3.3 ) Non-deductible items 0.4 (0.4 ) (0.1 ) Other (0.1 ) (0.8 ) (1.0 ) Effective rate 3.0 % (0.0 )% (0.1 )% Deferred income taxes are provided using the asset and liability method to reflect temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities using presently enacted tax rates and laws. The components of deferred income taxes included in the consolidated balance sheets were as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 46,159 $ 61,208 Capital loss 28,640 29,684 Disallowed interest 1,059 6,255 R&D, Energy and AMT credits 3,742 3,864 Pension liability 2,189 3,235 Railcar contracts 618 302 Stock-based compensation 479 441 Allowance for doubtful accounts and other assets 367 461 Other 2,646 1,963 Total deferred tax assets 85,899 107,413 Deferred tax liabilities: Property and equipment (8,896 ) (16,243 ) Intangibles (749 ) (749 ) Derivatives (606 ) (4,497 ) Other (300 ) (472 ) Total deferred tax liabilities (10,551 ) (21,961 ) Valuation allowance (75,584 ) (85,688 ) Net deferred tax liabilities, included in other liabilities $ (236 ) $ (236 ) A portion of the Company’s net operating loss carryforwards are subject to provisions of the tax law that limit the use of losses incurred by a corporation prior to the date certain ownership changes occur. These limitations also apply to certain depreciation deductions associated with assets on hand at the time of the ownership change and otherwise allowable during the five-year period following the ownership change. As the five-year limitation period lapsed in 2019, these disallowed deductions are reflected in property and equipment in the schedule above but continue to be subject to the annual limitation that applies to the pre-change net operating losses. Due to the limitation on the use of net operating losses and depreciation deductions, a significant portion of these carryforwards will expire regardless of whether the Company generates future taxable income. After reducing these net operating loss carryforwards for the amount which will expire due to this limitation, the Company had remaining federal net operating loss carryforwards of approximately $168,720,000 and state net operating loss carryforwards of approximately $173,825,000 at December 31, 2021. These net operating loss carryforwards expire as follows (in thousands): Tax Years Federal State 2022–2026 $ 3,831 $ 3,374 2027–2031 16,289 76,288 2032–2036 55,671 24,796 2037 and after* 92,929 69,367 Total NOLs $ 168,720 $ 173,825 * Includes indefinite life federal net operating losses of $80.7 million generated after 2017. Approximately $99,236,000 is available to utilize against federal taxable income for 2022. To the extent amounts are not utilized in any year, they may be carried forward to the next year until expiration. These amounts may change if there are future additional limitations on their utilization. Federal capital loss of $107,699,000 may be carried forward for 5 years and will expire in 2025. State capital loss of $103,098,000 may be carried forward for 5 years for most of the states in which the Company files returns and will expire in 2025. In assessing whether the deferred tax assets are realizable, a more likely than not standard is applied. If it is determined that it is more likely than not that deferred tax assets will not be realized, a valuation allowance must be established against the deferred tax assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the associated temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A valuation allowance was established in the amount of $75,584,000 and $85,688,000 as of December 31, 2021 and 2020, respectively, based on the Company’s assessment of the future realizability of certain deferred tax assets. The valuation allowance on deferred tax assets is related to future deductible temporary differences and net operating loss carryforwards for which the Company has concluded it is more likely than not that these items will not be realized in the ordinary course of operations. For the year ended December 31, 2021, the Company recorded a decrease in valuation allowance of $10,104,000. This was primarily related to utilization of net operating losses as the Company generated taxable income for the year. For the year ended December 31, 2020, the Company recorded an increase in valuation allowance of $1,623,000. This was primarily the offsetting impact of an increase in deferred tax assets associated with the capital loss carryforward offset by changes in depreciation and other adjustments associated with property plant and equipment, and mark-to-market adjustments related to derivatives in 2020. For the year ended December 31, 2019, the Company recorded an increase in the valuation allowance of $43,477,000. Of this increase, $22,641,000 was primarily the offsetting impact of an increase in deferred tax assets associated with additional net operating losses in 2019. The remaining increase of $20,836,000 relates to a deferred asset related to previously disallowed depreciation discussed above. The Company is subject to income tax in the United States federal jurisdiction and various state jurisdictions and has identified its federal tax return and tax returns in state jurisdictions below as “major” tax filings. These jurisdictions, along with the years still open to audit under the applicable statutes of limitation, are as follows: Jurisdiction Tax Years Federal 2018 – 2020 Alabama 2018 – 2020 Arizona 2017 – 2020 Arkansas 2018 – 2020 California 2017 – 2020 Colorado 2017 – 2020 Connecticut 2018 – 2020 Georgia 2018 – 2020 Idaho 2018 – 2020 Illinois 2018 – 2020 Indiana 2018 – 2020 Iowa 2018 – 2020 Kansas 2018 – 2020 Louisiana 2018 – 2020 Michigan 2018 – 2020 Minnesota 2018 – 2020 Mississippi 2018 – 2020 Missouri 2018 – 2020 Nebraska 2018 – 2020 New Mexico 2018 – 2020 Oklahoma 2018 – 2020 Oregon 2018 – 2020 Pennsylvania 2018 – 2020 Rhode Island 2018 – 2020 South Carolina 2018 – 2020 Tennessee 2018 – 2020 Texas 2017 – 2020 However, because the Company had net operating losses and credits carried forward in several of the jurisdictions, including the United States federal and California jurisdictions, certain items attributable to closed tax years are still subject to adjustment by applicable taxing authorities through an adjustment to tax attributes carried forward to open years. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
PREFERRED STOCK | 11. PREFERRED STOCK. The Company has 6,734,835 undesignated shares of authorized and unissued preferred stock, which may be designated and issued in the future on the authority of the Company’s Board of Directors. As of December 31, 2021, the Company had the following designated classes of preferred stock: Series A Preferred Stock Upon any issuance, the Series A Preferred Stock would rank senior in liquidation and dividend preferences to the Company’s common stock. Holders of Series A Preferred Stock would be entitled to quarterly cumulative dividends payable in arrears in cash in an amount equal to 5% per annum of the purchase price per share of the Series A Preferred Stock. The holders of the Series A Preferred Stock would have conversion rights initially equivalent to two shares of common stock for each share of Series A Preferred Stock, subject to customary antidilution adjustments. Certain specified issuances will not result in antidilution adjustments. The shares of Series A Preferred Stock would also be subject to forced conversion upon the occurrence of a transaction that would result in an internal rate of return to the holders of the Series A Preferred Stock of 25% or more. Accrued but unpaid dividends on the Series A Preferred Stock are to be paid in cash upon any conversion of the Series A Preferred Stock. The holders of Series A Preferred Stock would have a liquidation preference over the holders of the Company’s common stock equivalent to the purchase price per share of the Series A Preferred Stock plus any accrued and unpaid dividends on the Series A Preferred Stock. A liquidation would be deemed to occur upon the happening of customary events, including transfer of all or substantially all of the Company’s capital stock or assets or a merger, consolidation, share exchange, reorganization or other transaction or series of related transactions, unless holders of 66 2/3% of the Series A Preferred Stock vote affirmatively in favor of or otherwise consent to such transaction. Series B Preferred Stock The Series B Preferred Stock ranks senior in liquidation and dividend preferences to the Company’s common stock. Holders of Series B Preferred Stock are entitled to quarterly cumulative dividends payable in arrears in cash in an amount equal to 7.00% per annum of the purchase price per share of the Series B Preferred Stock; however, subject to the provisions of the Letter Agreement described below, such dividends may, at the option of the Company, be paid in additional shares of Series B Preferred Stock based initially on the liquidation value of the Series B Preferred Stock. In addition to the quarterly cumulative dividends, holders of the Series B Preferred Stock are entitled to participate in any common stock dividends declared by the Company to its common stockholders. The holders of Series B Preferred Stock have a liquidation preference over the holders of the Company’s common stock initially equivalent to $19.50 per share of the Series B Preferred Stock plus any accrued and unpaid dividends on the Series B Preferred Stock. A liquidation will be deemed to occur upon the happening of customary events, including the transfer of all or substantially all of the capital stock or assets of the Company or a merger, consolidation, share exchange, reorganization or other transaction or series of related transaction, unless holders of 66 2/3% of the Series B Preferred Stock vote affirmatively in favor of or otherwise consent that such transaction shall not be treated as a liquidation. The Company believes that such liquidation events are within its control and therefore has classified the Series B Preferred Stock in stockholders’ equity . As of December 31, 2021, the Series B Preferred Stock was convertible into 964,230 shares of the Company’s common stock. The conversion ratio is subject to customary antidilution adjustments. In addition, antidilution adjustments are to occur in the event that the Company issues equity securities, including derivative securities convertible into equity securities (on an as-converted or as-exercised basis), at a price less than the conversion price then in effect. The shares of Series B Preferred Stock are also subject to forced conversion upon the occurrence of a transaction that would result in an internal rate of return to the holders of the Series B Preferred Stock of 25% or more. The forced conversion is to be based upon the conversion ratio as last adjusted. Accrued but unpaid dividends on the Series B Preferred Stock are to be paid in cash upon any conversion of the Series B Preferred Stock. The holders of Series B Preferred Stock vote together as a single class with the holders of the Company’s common stock on all actions to be taken by the Company’s stockholders. Each share of Series B Preferred Stock entitles the holder to approximately 0.03 votes per share on all matters to be voted on by the stockholders of the Company. Notwithstanding the foregoing, the holders of Series B Preferred Stock are afforded numerous customary protective provisions with respect to certain actions that may only be approved by holders of a majority of the shares of Series B Preferred Stock. In 2008, the Company entered into Letter Agreements with Lyles United LLC (“Lyles United”) and other purchasers under which the Company expressly waived its rights under the Certificate of Designations relating to the Series B Preferred Stock to make dividend payments in additional shares of Series B Preferred Stock in lieu of cash dividend payments without the prior written consent of Lyles United and the other purchasers. On or about December 19, 2019, the Company and the holders of its Series B Preferred Stock entered into letter agreements under which the holders agreed that until the earlier of (i) the Company’s repayment of its obligations in respect of its senior secured notes and thereafter until the next scheduled quarterly installment of Series B Preferred Stock dividends, or (ii) the occurrence of a specified event of default under the letter agreement, or (iii) two years from the date of the letter agreement (collectively, the “Waiver Period”), the holders waive any rights and remedies against the Company with respect to any unpaid dividends. Cumulative dividends on the Series B Preferred Stock continued to accrue during the Waiver Period and remained owing to the holders of the Series B Preferred Stock. The letter agreement expired in December 2021. As a result, the Company paid all accrued and unpaid Series B Preferred Stock dividends and resumed quarterly dividend payments on its Series B Preferred Stock on December 31, 2021. Registration Rights Agreement |
Common Stock and Warrants
Common Stock and Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
COMMON STOCK AND WARRANTS | 12. COMMON STOCK AND WARRANTS. Warrants issued to Senior Noteholders Warrants issued in Equity Offering In addition, in a concurrent private placement, the Company also issued to the investor, for a nominal price, warrants to purchase an additional 8,900,493 shares of common stock at an exercise price of $9.757 per share. The warrants became exercisable after the six-month anniversary of the offering and will expire on the 18-month anniversary of the offering, or April 28, 2022. The Company had determined that when initially issued, these warrants did not meet the conditions for classification in stockholders’ equity, however, in November 2020, the Company amended these warrants which then met the conditions of classification in stockholders’ equity and as such, the Company recorded them initially as a liability at fair value and upon their amendment, reclassified their then fair value to equity. See Note 15 for the Company’s fair value assumptions. The aggregate gross proceeds from the offerings of common stock, pre-funded warrants and warrants were approximately $75.0 million. The net offering proceeds were approximately $70.5 million after deducting underwriting discounts and commissions and other estimated offering expenses. The following table summarizes warrant activity for the years ended December 31, 2021, 2020 and 2019 (number of shares in thousands): Number of Price per Weighted Balance at December 31, 2018 — $ — $ — Warrants issued 5,500 $ 1.00 $ 1.00 Balance at December 31, 2019 5,500 $ 1.00 $ 1.00 Warrants exercised (5,500 ) $ 1.00 $ 1.00 Pre-funded warrants issued 3,825 $ 0.00 $ 0.00 Pre-funded warrants exercised (3,825 ) $ 0.00 $ 0.00 Series A warrants issued 8,900 $ 9.76 $ 9.76 Balance at December 31, 2020 8,900 $ 9.76 $ 9.76 Balance at December 31, 2021 8,900 $ 9.76 $ 9.76 Nonvoting Common Stock At-the-Market Program |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 13. STOCK-BASED COMPENSATION. The Company has two equity incentive compensation plans: a 2006 Stock Incentive Plan and a 2016 Stock Incentive Plan. 2006 Stock Incentive Plan 2016 Stock Incentive Plan Stock Options Years Ended December 31, 2021 2020 Number Weighted Number Weighted Outstanding at beginning of year 207 $ 4.16 229 $ 4.15 Options exercised (124 ) 3.74 (22 ) 3.74 Options expired (9 ) 12.90 — — Outstanding at end of year 74 $ 3.74 207 $ 4.16 Options exercisable at end of year 74 $ 3.74 207 $ 4.16 Stock options outstanding as of December 31, 2021 were as follows (number of shares in thousands): Options Outstanding Options Exercisable Range of Number Weighted- Weighted- Number Weighted- $ 3.74 74 1.46 $ 3.74 74 $ 3.74 The aggregate intrinsic value of the options outstanding was $79,000, $262,000 and $0 as of December 31, 2021, 2020 and 2019, respectively. Restricted Stock Number of Weighted- Unvested at December 31, 2019 2,201 $ 1.84 Issued 1,663 $ 1.25 Vested (1,290 ) $ 2.08 Canceled (314 ) $ 1.33 Unvested at December 31, 2020 2,260 $ 1.34 Issued 750 $ 5.76 Vested (1,525 ) $ 1.64 Canceled (98 ) $ 2.77 Unvested at December 31, 2021 1,387 $ 3.30 The fair value of the common stock at vesting aggregated $8,810,000, $1,639,000 and $599,000 for the years ended December 31, 2021, 2020 and 2019, respectively. Stock-based compensation expense related to employee and non-employee restricted stock and option grants recognized in the accompanying consolidated statements of operations, was as follows (in thousands): Years Ended December 31, 2021 2020 2019 Employees $ 1,758 $ 2,025 $ 2,422 Non-employees 1,125 654 387 Total stock-based compensation expense $ 2,883 $ 2,679 $ 2,809 Employee grants typically have a two or three-year vesting schedule, while non-employee grants have a one-year vesting schedule. At December 31, 2021, the total compensation expense related to unvested awards which had not been recognized was $3,036,000 and the associated weighted-average period over which the compensation expense attributable to those unvested awards will be recognized was approximately 0.61 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES. Commitments Sales Commitments Purchase Commitments Contingencies Litigation |
Fair Value Measurements.
Fair Value Measurements. | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS. | 15. FAIR VALUE MEASUREMENTS. The fair value hierarchy prioritizes the inputs used in valuation techniques into three levels, as follows: ● Level 1 – Observable inputs – unadjusted quoted prices in active markets for identical assets and liabilities; ● Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data; and ● Level 3 – Unobservable inputs – includes amounts derived from valuation models where one or more significant inputs are unobservable. For fair value measurements using significant unobservable inputs, a description of the inputs and the information used to develop the inputs is required along with a reconciliation of Level 3 values from the prior reporting period. Pooled separate accounts Long-Lived Assets Held-for-Sale Warrants issued to Senior Noteholders Original Issuance Exercise Volatility Risk Free Term Fair Value 12/22/19 $ 1.00 178.0 % 0.08 % 0.10 $ 8,474 The assumptions used and related fair value for these warrants as of December 31, 2019 were as follows (fair value dollars in thousands): Original Issuance Exercise Volatility Risk Free Term Fair Value 12/22/19 $ 1.00 76.0 % 1.66 % 3.00 $ 977 Warrants issued in Equity Offering Warrant Type Valuation Exercise Volatility Risk Free Term Fair Value Pre-funded 10/28/2020 $ 0.01 97.0 % 0.34 % 5.00 $ 23,638 Other 10/28/2020 $ 9.76 134.0 % 0.14 % 1.50 $ 27,048 Pre-funded 11/16/2020 $ 0.01 97.0 % 0.40 % 4.95 $ 21,916 Other 11/24/2020 $ 9.76 135.0 % 0.13 % 1.45 $ 31,231 The fair values of the warrants are based on unobservable inputs and are designated as Level 3 inputs. The changes in the Company’s fair value of its Level 3 inputs with respect to its warrants were as follows (in thousands): Warrants to Pre-funded Other Balance, December 31, 2019 $ 977 $ — $ — Issuance of warrants in October 2020 offering — 23,638 27,048 Exercise of warrants/reclass to equity in 2020 (8,474 ) (21,917 ) (31,231 ) Adjustments to fair value for 2020 7,497 (1,721 ) 4,183 Balance, December 31, 2021 $ — $ — $ — Other Derivative Instruments The following table summarizes recurring and nonrecurring fair value measurements by level at December 31, 2021 (in thousands): Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments $ 15,839 $ 15,839 $ — $ — Long-lived assets held-for-sale 1,000 — — 1,000 Defined benefit plan assets(1) (pooled separate accounts): Large U.S. Equity(2) 5,612 — 5,612 — 28 % Small/Mid U.S. Equity(3) 3,684 — 3,684 — 18 % International Equity(4) 2,909 — 2,909 — 15 % Fixed Income(5) 7,782 — 7,782 — 39 % $ 36,826 $ 15,839 $ 19,987 $ 1,000 Liabilities: Derivative financial instruments $ 13,582 $ 13,582 $ — $ — The following table summarizes recurring and nonrecurring fair value measurements by level at December 31, 2020 (in thousands): Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments $ 17,149 $ 17,149 $ — $ — Long-lived assets held-for-sale 58,295 — — 58,295 Defined benefit plan assets(1) (pooled separate accounts): Large U.S. Equity(2) 5,470 — 5,470 — 31 % Small/Mid U.S. Equity(3) 2,605 — 2,605 — 15 % International Equity(4) 2,921 — 2,921 — 17 % Fixed Income(5) 6,592 — 6,592 — 37 % $ 93,032 $ 17,149 $ 17,588 $ 58,295 Liabilities: $ — $ — $ — $ — (1) See Note 9 for accounting discussion. (2) This category includes investments in funds comprised of equity securities of large U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (3) This category includes investments in funds comprised of equity securities of small- and medium-sized U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (4) This category includes investments in funds comprised of equity securities of foreign companies including emerging markets. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (5) This category includes investments in funds comprised of U.S. and foreign investment-grade fixed income securities, high-yield fixed income securities that are rated below investment-grade, U.S. treasury securities, mortgage-backed securities, and other asset-backed securities. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS. Acquisition of Eagle Alcohol Eagle Alcohol specializes in break bulk distribution of specialty alcohols. Eagle Alcohol purchases bulk alcohol from suppliers, including the Company. Then it stores, denatures, packages, and resells alcohol products in smaller sizes, including tank trucks, totes, and drums, that garner a premium to bulk alcohols. Eagle Alcohol delivers products to customers in the beverage, food, pharma, and related-process industries via its own dedicated trucking fleet and common carrier. The acquisition will provide the Company further vertical integration and reach new markets in the specialty alcohol industry. Eagle Alcohol’s unaudited results for 2021 generated $35.7 million in net sales and $3.6 million in pre-tax income. Assuming the acquisition had closed on January 1, 2021, the combined consolidated financials of the Company, on a pro forma unaudited basis, excluding any intangible amortization, would have resulted in net sales of $1,243.6 million, pre-tax income of $51.2 million, and diluted earnings per share of $0.66. The allocation of the estimated purchase price has not been completed. Preliminarily, the Company estimates acquired tangible assets of approximately $8.6 million, acquired intangible assets, including any goodwill, of approximately $12.8 million and liabilities of approximately $6.1 million. The Company expects to recognize certain identifiable intangible assets with respect to customers and tradename, which is ongoing and an estimate cannot be provided. In addition, a final valuation may include either an asset or liability associated with any material out-of-market contract positions. The actual determination of the purchase price allocation on the closing date will be based on the final net tangible and intangible assets of Eagle Alcohol as of January 14, 2022, based on completion of the valuation of the fair value of such net assets. The Company anticipates that the ultimate purchase price allocation of balance sheet amounts such as current assets and liabilities, property and equipment, intangible assets and long-term assets and liabilities will differ from the preliminary assessment noted above, including any income tax impact. Any changes to the initial estimates of the fair value of the acquired assets and assumed liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill if net assets acquired are less than the purchase price. If net assets acquired exceed the purchase price, the residual amount will result in a bargain purchase gain. Amendments to Notes Receivable |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Business | Organization and Business On December 15, 2016, the Company and Aurora Cooperative Elevator Company, a Nebraska cooperative corporation (“ACEC”), closed a transaction under a contribution agreement under which the Company contributed its Aurora, Nebraska ethanol production facilities and ACEC contributed its Aurora grain elevator and related grain handling assets to Pacific Aurora, LLC (“Pacific Aurora”) in exchange for equity interests in Pacific Aurora. As a result, the Company owned 73.93% of Pacific Aurora and ACEC owned 26.07% of Pacific Aurora. As discussed further in Note 2, the Company sold its interest in Pacific Aurora on April 15, 2020. Therefore, from December 15, 2016, through April 15, 2020, the Company consolidated 100% of the results of Pacific Aurora and recorded ACEC’s 26.07% equity interest as noncontrolling interests in the accompanying financial statements. The Company is a leading producer and marketer of specialty alcohols and essential ingredients. The Company also produces and markets fuel-grade ethanol. The Company’s production facilities in Pekin, Illinois are located in the heart of the Corn Belt, benefit from low-cost and abundant feedstock and allow for access to many additional domestic markets. In addition, the Company’s ability to load unit trains and barges from these facilities allows for greater access to international markets. The Company’s two production facilities in Oregon and Idaho are located in close proximity to both feed and fuel-grade ethanol customers and thus enjoy unique advantages in efficiency, logistics and product pricing. The Company has a combined alcohol production capacity of 350 million gallons per year and produces, on an annualized basis, nearly 1.2 million tons of essential ingredients on a dry matter basis, such as dried yeast, corn gluten meal, corn gluten feed, and distillers grains and liquid feed used in commercial animal feed and pet foods. In addition, the Company sells alcohols acquired from other producers and markets fuel-grade ethanol produced by third parties. The Company focuses on four key markets: Health, Home & Beauty Food & Beverage Essential Ingredients Renewable Fuels As of December 31, 2021, all of the Company’s production facilities were operating. As market conditions change, the Company may increase, decrease or idle production at one or more operating facilities or resume operations at any idled facility. On January 14, 2022, the Company acquired Eagle Alcohol Company LLC, a Missouri limited liability company (“Eagle Alcohol”). Eagle Alcohol specializes in break bulk distribution of specialty alcohols. Eagle Alcohol purchases bulk alcohol from suppliers, including the Company. Then it stores, denatures, packages, and resells alcohol products in smaller sizes, including tank trucks, totes, and drums, that garner a premium to bulk alcohols. Eagle Alcohol delivers products to customers in the beverage, food, pharma, and related-process industries via its own dedicated trucking fleet and common carrier. Eagle Alcohol generated over $35 million in revenues in 2021. Eagle Alcohol is now a wholly-owned subsidiary of the Company. See Note 16 for more details. |
Basis of Presentation | Basis of Presentation |
Segments | Segments Segment Reporting |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Restricted Cash | Restricted Cash |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for balances that appear to have specific collection issues. The collection process is based on the age of the invoice and requires attempted contacts with the customer at specified intervals. If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a bad debt allowance is recorded for the balance in question. Delinquent accounts receivable are charged against the allowance for doubtful accounts once uncollectibility has been determined. The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer. If the financial condition of a Company customer deteriorates, resulting in an impairment of ability to make payments, additional allowances may be required. Of the accounts receivable balance, approximately $63,929,000 and $35,839,000 at December 31, 2021 and 2020, respectively, were used as collateral under Kinergy’s operating line of credit. The allowance for doubtful accounts was $378,000 and $260,000 as of December 31, 2021 and 2020, respectively. The Company recorded a bad debt expense of $158,000, $245,000 and $27,000 for the years ended December 31, 2021, 2020 and 2019, respectively. The Company does not have any off-balance sheet credit exposure related to its customers. |
Concentration Risks | Concentration Risks The Company sells specialty alcohols to consumer product companies and fuel-grade ethanol to gasoline refining and distribution companies. The Company sold to customers representing 10% or more of the Company’s total net sales, as follows. Years Ended December 31, 2021 2020 2019 Customer A 13 % 3 % 9 % Customer B 9 % 9 % 11 % Customer C 1 % 5 % 13 % The Company had accounts receivable due from these customers totaling $14,336,000 and $5,756,000, representing 16% and 13% of total accounts receivable, as of December 31, 2021 and 2020, respectively. The Company purchases corn, its largest cost component in producing alcohols, from its suppliers. The Company purchased corn from suppliers representing 10% or more of the Company’s total corn purchases, as follows: Years Ended December 31, 2021 2020 2019 Supplier A 14 % 16 % 16 % Supplier B — % 9 % 25 % As of December 31, 2021, approximately 47% of the Company’s employees were covered by a collective bargaining agreement. |
Inventories | Inventories December 31, 2021 2020 Finished goods $ 35,509 $ 25,154 Work in progress 6,909 4,333 Raw materials 10,837 7,074 Other 1,118 1,364 Total $ 54,373 $ 37,925 |
Property and Equipment | Property and Equipment Buildings 40 years Facilities and plant equipment 10 – 25 years Other equipment, vehicles and furniture 5 – 10 years The cost of normal maintenance and repairs is charged to operations as incurred. Significant capital expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The cost of property and equipment sold, or otherwise disposed of, and the related accumulated depreciation or amortization are removed from the accounts, and any resulting gains or losses are reflected in current operations. |
Intangible Asset | Intangible Asset |
Leases | Leases |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities |
Deferred Financing Costs | Revenue Recognition The Company recognizes revenue primarily from sales of alcohols and essential ingredients. The Company has five production facilities from which it produces and sells alcohols to its customers through Kinergy. Kinergy enters into back-to-back sales contracts with its customers under exclusive intercompany sales agreements with each of the Company’s five production facilities. Kinergy also acts as a principal when it purchases third party fuel-grade ethanol which it resells to its customers. Finally, Kinergy has exclusive sales agreements with other third-party owned fuel-grade ethanol production facilities under which it sells their fuel-grade ethanol for a fee plus the costs to deliver the ethanol to Kinergy’s customers. These sales are referred to as third-party agent sales. Revenue from these third-party agent sales is recorded on a net basis, with Kinergy recognizing its predetermined fees and any associated delivery costs. The Company has five production facilities from which it produces and sells essential ingredients to its customers through Alto Nutrients. Alto Nutrients enters into sales contracts with essential ingredient customers under exclusive intercompany sales agreements with each of the Company’s five production facilities. The Company recognizes revenue from sales of alcohols and essential ingredients at the point in time when the customer obtains control of the products, which typically occurs upon delivery depending on the terms of the underlying contracts. In some instances, the Company enters into contracts with customers that contain multiple performance obligations to deliver volumes of alcohols or essential ingredients over a contractual period of less than 12 months. The Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices and recognizes the related revenue as control of each individual product is transferred to the customer in satisfaction of the corresponding performance obligations. When the Company is the agent, the supplier controls the products before they are transferred to the customer because the supplier is primarily responsible for fulfilling the promise to provide the product, has inventory risk before the product has been transferred to a customer and has discretion in establishing the price for the product. When the Company is the principal, the Company controls the products before they are transferred to the customer because the Company is primarily responsible for fulfilling the promise to provide the products, has inventory risk before the product has been transferred to a customer and has discretion in establishing the price for the product. See Note 4 |
Shipping and Handling Costs | Shipping and Handling Costs |
Selling Costs | Selling Costs |
Stock-Based Compensation | Stock-Based Compensation |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Deferred Financing Costs | Deferred Financing Costs |
Provision for Income Taxes | Provision for Income Taxes The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. An uncertain tax position is considered effectively settled on completion of an examination by a taxing authority if certain other conditions are satisfied. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and other income (expense), net, respectively. Deferred tax assets and liabilities are classified as noncurrent in the Company’s consolidated balance sheets. The Company files a consolidated federal income tax return. This return includes all wholly owned subsidiaries as well as the Company’s pro-rata share of taxable income from pass-through entities in which the Company owns less than 100%. State tax returns are filed on a consolidated, combined or separate basis depending on the applicable laws relating to the Company and its subsidiaries. |
Income (Loss) Per Share | Income (Loss) Per Share The following tables compute basic and diluted earnings per share (in thousands, except per share data): Year Ended December 31, 2021 Income Shares Per-Share Net income attributed to Alto Ingredients, Inc. $ 46,082 Less: Preferred stock dividends (1,265 ) Less: Income allocated to participating securities (600 ) Basic income per share: Income available to common stockholders $ 44,217 71,098 $ 0.62 Add: Dilutive securities — 1,121 Diluted income per share: Income available to common stockholders $ 44,217 72,219 $ 0.61 Year Ended December 31, 2020 Loss Shares Per-Share Net loss attributed to Alto Ingredients, Inc. $ (15,116 ) Less: Preferred stock dividends (1,268 ) Basic and diluted loss per share: Loss available to common stockholders $ (16,384 ) 58,609 $ (0.28 ) Year Ended December 31, 2019 Loss Shares Denominator Per-Share Amount Net loss attributed to Alto Ingredients, Inc. $ (88,949 ) Less: Preferred stock dividends (1,265 ) Basic and diluted loss per share: Loss available to common stockholders $ (90,214 ) 47,384 $ (1.90 ) There were an aggregate of 964,000, 2,463,000 and 635,000 potentially dilutive shares from convertible securities outstanding as of December 31, 2021, 2020 and 2019, respectively. These convertible securities were not considered in calculating diluted loss per common share for the years ended December 31, 2021, 2020 and 2019 as their effect would be anti-dilutive. In addition, there were an aggregate of 8,900,500, 5,031,000 and 136,000 weighted-average antidilutive shares from outstanding out-of-the-money warrants. |
Financial Instruments | Financial Instruments |
Employment-related Benefits | Employment-related Benefits |
Estimates and Assumptions | Estimates and Assumptions |
Uncertainty | Uncertainty |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events |
Reclassifications | Reclassifications |
Organization and Significant _2
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of sold to customers representing 10% or more of the Company’s total net sales | Years Ended December 31, 2021 2020 2019 Customer A 13 % 3 % 9 % Customer B 9 % 9 % 11 % Customer C 1 % 5 % 13 % |
Schedule of purchased corn from suppliers representing 10% or more of the Company’s total corn purchases | Years Ended December 31, 2021 2020 2019 Supplier A 14 % 16 % 16 % Supplier B — % 9 % 25 % |
Schedule of inventories | December 31, 2021 2020 Finished goods $ 35,509 $ 25,154 Work in progress 6,909 4,333 Raw materials 10,837 7,074 Other 1,118 1,364 Total $ 54,373 $ 37,925 |
Schedule of depreciation is computed using the straight-line method | Buildings 40 years Facilities and plant equipment 10 – 25 years Other equipment, vehicles and furniture 5 – 10 years |
Schedule of basic and diluted earnings per share | Year Ended December 31, 2021 Income Shares Per-Share Net income attributed to Alto Ingredients, Inc. $ 46,082 Less: Preferred stock dividends (1,265 ) Less: Income allocated to participating securities (600 ) Basic income per share: Income available to common stockholders $ 44,217 71,098 $ 0.62 Add: Dilutive securities — 1,121 Diluted income per share: Income available to common stockholders $ 44,217 72,219 $ 0.61 Year Ended December 31, 2020 Loss Shares Per-Share Net loss attributed to Alto Ingredients, Inc. $ (15,116 ) Less: Preferred stock dividends (1,268 ) Basic and diluted loss per share: Loss available to common stockholders $ (16,384 ) 58,609 $ (0.28 ) Year Ended December 31, 2019 Loss Shares Denominator Per-Share Amount Net loss attributed to Alto Ingredients, Inc. $ (88,949 ) Less: Preferred stock dividends (1,265 ) Basic and diluted loss per share: Loss available to common stockholders $ (90,214 ) 47,384 $ (1.90 ) |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of financial data for operating segments | Years Ended December 31, 2021 2020 2019 Net Sales Pekin Campus production, recorded as gross: Alcohol sales $ 498,195 $ 330,432 $ 343,610 Essential ingredient sales 189,535 130,270 138,987 Intersegment sales 1,193 645 1,110 Total Pekin Campus sales 688,923 461,347 483,707 Marketing and distribution: Alcohol sales, gross $ 379,422 $ 256,209 $ 355,101 Alcohol sales, net 1,753 1,529 1,831 Intersegment sales 10,061 9,648 18,219 Total marketing and distribution sales 391,236 267,386 375,151 Other Production, recorded as gross: Alcohol sales $ 107,931 $ 137,703 $ 455,343 Essential ingredient sales 31,056 40,880 130,009 Intersegment sales 964 1,309 509 Total Other production sales 139,951 179,892 585,861 Intersegment eliminations (12,218 ) (11,602 ) (19,838 ) Net sales as reported $ 1,207,892 $ 897,023 $ 1,424,881 Cost of goods sold: Pekin Campus production $ 638,371 $ 389,125 $ 481,262 Marketing and distribution 371,371 253,465 347,185 Other production 136,401 206,412 612,040 Intersegment eliminations (6,035 ) (4,838 ) (5,668 ) Cost of goods sold as reported $ 1,140,108 $ 844,164 $ 1,434,819 Income (loss) before provision (benefit) for income taxes: Pekin Campus production $ 41,622 $ 53,898 $ (21,441 ) Marketing and distribution 11,756 4,889 12,533 Other production (3,762 ) (54,677 ) (77,019 ) Corporate activities (2,065 ) (21,409 ) (15,375 ) $ 47,551 $ (17,299 ) $ (101,302 ) Depreciation expense: Pekin Campus production $ 17,352 $ 17,450 $ 17,535 Other production 5,890 12,691 30,107 Corporate activities 50 127 267 $ 23,292 $ 30,268 $ 47,909 Interest expense: Pekin Campus production $ 756 $ 6,038 $ 7,556 Marketing and distribution 963 1,574 3,053 Other production 167 334 13 Corporate activities 1,701 9,997 9,584 $ 3,587 $ 17,943 $ 20,206 |
Schedule of assets by operating segments | December 31, December 31, Total assets: Pekin Campus production $ 266,197 $ 234,439 Marketing and distribution 130,302 89,337 Other production 57,046 102,409 Corporate assets 31,408 50,633 $ 484,953 $ 476,818 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2021 2020 Facilities and plant equipment $ 364,039 $ 357,740 Land 4,072 4,837 Other equipment, vehicles and furniture 7,656 7,858 Construction in progress 22,505 11,828 398,272 382,263 Accumulated depreciation (175,722 ) (152,777 ) $ 222,550 $ 229,486 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivatives not designated as hedging instruments | As of December 31, 2021 Assets Liabilities Type of Instrument Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash collateral balance Restricted cash $ 11,513 Commodity contracts Derivative assets $ 15,839 Derivative liabilities $ 13,582 As of December 31, 2020 Assets Liabilities Type of Instrument Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash collateral balance Restricted cash $ 520 Commodity contracts Derivative assets $ 17,149 Derivative liabilities $ — |
Schedule of recognized gains (losses) for derivatives | Realized Gains (Losses) For the Years Ended December 31, Type of Instrument Statements of Operations Location 2021 2020 2019 Commodity contracts Cost of goods sold $ 32,618 $ 2,102 $ (4,568 ) $ 32,618 $ 2,102 $ (4,568 ) Unrealized Gains (Losses) For the Years Ended December 31, Type of Instrument Statements of Operations Location 2021 2020 2019 Commodity contracts Cost of goods sold $ (10,999 ) $ 12,678 $ 5,123 $ (10,999 ) $ 12,678 $ 5,123 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term borrowings | December 31, December 31, Kinergy line of credit $ 50,401 $ 32,512 Pekin loans — 20,580 ICP loans — 9,384 CARES Act loans — 9,860 Parent notes payable — 25,533 50,401 97,869 Less unamortized debt premium — 230 Less unamortized debt financing costs (40 ) (759 ) Less short-term portion — (25,533 ) Long-term debt $ 50,361 $ 71,807 |
Schedule of maturities of long-term debt | December 31: 2022 $ — 2023 50,401 $ 50,401 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of leases | December 31, Classification 2021 2020 Assets Operating Right of use operating lease assets, net $ 13,413 $ 11,046 Liabilites Operating - Current Current portion, operating leases $ 3,909 $ 2,180 Operating - Noncurrent Operating leases, net of current portion $ 9,382 $ 8,715 |
Schedule of components of lease costs | Years Ended December 31, 2021 2020 2019 Fixed lease cost $ 4,500 $ 5,732 $ 10,093 Variable lease cost 238 212 328 Net lease cost $ 4,738 $ 5,944 $ 10,421 |
Schedule of operating lease liabilities | Year Ended: Equipment Land Related 2022 $ 4,201 $ 559 2023 2,778 461 2024 1,535 436 2025 1,082 595 2026 504 608 2027-76 — 5,382 Less Interest (932 ) (3,918 ) $ 9,168 $ 4,123 |
Pension Plans (Tables)
Pension Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Plan [Member] | |
Pension Plans (Tables) [Line Items] | |
Schedule of information related to the retirement plan | 2021 2020 Changes in plan assets: Fair value of plan assets, beginning $ 17,588 $ 15,654 Actual gains 2,399 1,969 Benefits paid (763 ) (721 ) Company contributions 763 686 Participant contributions — — Fair value of plan assets, ending $ 19,987 $ 17,588 Less: projected accumulated benefit obligation $ 23,828 $ 24,629 Funded status, (underfunded)/overfunded $ (3,841 ) $ (7,041 ) Amounts recognized in the consolidated balance sheets: Other liabilities $ (3,841 ) $ (7,041 ) Accumulated other comprehensive loss $ 574 $ 3,199 Assumptions used in computation of benefit obligations: Discount rate 2.80 % 2.50 % Expected long-term return on plan assets 5.75 % 6.25 % Rate of compensation increase — — |
Schedule of components of net periodic benefit costs | Years Ended December 31, 2021 2020 2019 Components of net periodic benefit costs are as follows: Service cost $ 436 $ 405 $ 374 Interest cost 605 690 760 Amortization of net loss 98 — — Expected return on plan assets (952 ) (903 ) (760 ) Net periodic benefit cost $ 187 $ 192 $ 374 |
Schedule of expected benefit payments | December 31: 2022 $ 850 2023 900 2024 940 2025 1,000 2026 1,020 2027-31 5,780 $ 10,490 |
Postretirement Plan [Member] | |
Pension Plans (Tables) [Line Items] | |
Schedule of information related to the retirement plan | 2021 2020 Amounts at the end of the year: Accumulated/projected benefit obligation $ 4,313 $ 5,296 Fair value of plan assets — — Funded status, (underfunded)/overfunded $ (4,313 ) $ (5,296 ) Amounts recognized in the consolidated balance sheets: Accrued liabilities $ (210 ) $ (300 ) Other liabilities $ (4,103 ) $ (4,996 ) Accumulated other comprehensive (income) loss $ (290 ) $ 679 Discount rate used in computation of benefit obligations 2.50 % 2.05 % |
Schedule of components of net periodic benefit costs | Years Ended December 31, 2021 2020 2019 Components of net periodic benefit costs are as follows: Service cost $ 42 $ 54 $ 67 Interest cost 105 151 219 Amortization of prior service cost 25 30 122 Net periodic benefit cost $ 172 $ 235 $ 408 Amounts recognized in the plan for the year: Participant contributions $ 32 $ 26 $ 24 Benefits paid $ 217 $ 200 $ 195 |
Schedule of expected benefit payments | December 31: 2022 $ 210 2023 240 2024 260 2025 280 2026 330 2027-2031 1,720 $ 3,040 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | Years Ended December 31, 2021 2020 2019 Current provision (benefit) $ 1,469 $ — $ (22 ) Deferred provision (benefit) — (17 ) 2 Total $ 1,469 $ (17 ) $ (20 ) |
Schedule of reconciliation of effective tax rate | Years Ended December 31, 2021 2020 2019 Statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 6.0 5.7 5.7 Change in valuation allowance (18.8 ) (9.4 ) (22.4 ) Income from loan forgiveness (5.5 ) — — Fair value adjustments — (12.7 ) — Noncontrolling interest — (3.4 ) (3.3 ) Non-deductible items 0.4 (0.4 ) (0.1 ) Other (0.1 ) (0.8 ) (1.0 ) Effective rate 3.0 % (0.0 )% (0.1 )% |
Schedule of components of deferred income taxes | December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 46,159 $ 61,208 Capital loss 28,640 29,684 Disallowed interest 1,059 6,255 R&D, Energy and AMT credits 3,742 3,864 Pension liability 2,189 3,235 Railcar contracts 618 302 Stock-based compensation 479 441 Allowance for doubtful accounts and other assets 367 461 Other 2,646 1,963 Total deferred tax assets 85,899 107,413 Deferred tax liabilities: Property and equipment (8,896 ) (16,243 ) Intangibles (749 ) (749 ) Derivatives (606 ) (4,497 ) Other (300 ) (472 ) Total deferred tax liabilities (10,551 ) (21,961 ) Valuation allowance (75,584 ) (85,688 ) Net deferred tax liabilities, included in other liabilities $ (236 ) $ (236 ) |
Schedule of net operating loss carryforwards | Tax Years Federal State 2022–2026 $ 3,831 $ 3,374 2027–2031 16,289 76,288 2032–2036 55,671 24,796 2037 and after* 92,929 69,367 Total NOLs $ 168,720 $ 173,825 * Includes indefinite life federal net operating losses of $80.7 million generated after 2017. |
Schedule of income tax in the United States jurisdiction and various state jurisdictions | Jurisdiction Tax Years Federal 2018 – 2020 Alabama 2018 – 2020 Arizona 2017 – 2020 Arkansas 2018 – 2020 California 2017 – 2020 Colorado 2017 – 2020 Connecticut 2018 – 2020 Georgia 2018 – 2020 Idaho 2018 – 2020 Illinois 2018 – 2020 Indiana 2018 – 2020 Iowa 2018 – 2020 Kansas 2018 – 2020 Louisiana 2018 – 2020 Michigan 2018 – 2020 Minnesota 2018 – 2020 Mississippi 2018 – 2020 Missouri 2018 – 2020 Nebraska 2018 – 2020 New Mexico 2018 – 2020 Oklahoma 2018 – 2020 Oregon 2018 – 2020 Pennsylvania 2018 – 2020 Rhode Island 2018 – 2020 South Carolina 2018 – 2020 Tennessee 2018 – 2020 Texas 2017 – 2020 |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activity | Number of Price per Weighted Balance at December 31, 2018 — $ — $ — Warrants issued 5,500 $ 1.00 $ 1.00 Balance at December 31, 2019 5,500 $ 1.00 $ 1.00 Warrants exercised (5,500 ) $ 1.00 $ 1.00 Pre-funded warrants issued 3,825 $ 0.00 $ 0.00 Pre-funded warrants exercised (3,825 ) $ 0.00 $ 0.00 Series A warrants issued 8,900 $ 9.76 $ 9.76 Balance at December 31, 2020 8,900 $ 9.76 $ 9.76 Balance at December 31, 2021 8,900 $ 9.76 $ 9.76 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option plans | Years Ended December 31, 2021 2020 Number Weighted Number Weighted Outstanding at beginning of year 207 $ 4.16 229 $ 4.15 Options exercised (124 ) 3.74 (22 ) 3.74 Options expired (9 ) 12.90 — — Outstanding at end of year 74 $ 3.74 207 $ 4.16 Options exercisable at end of year 74 $ 3.74 207 $ 4.16 |
Schedule of stock options outstanding | Options Outstanding Options Exercisable Range of Number Weighted- Weighted- Number Weighted- $ 3.74 74 1.46 $ 3.74 74 $ 3.74 |
Schedule of unvested restricted stock activity | Number of Weighted- Unvested at December 31, 2019 2,201 $ 1.84 Issued 1,663 $ 1.25 Vested (1,290 ) $ 2.08 Canceled (314 ) $ 1.33 Unvested at December 31, 2020 2,260 $ 1.34 Issued 750 $ 5.76 Vested (1,525 ) $ 1.64 Canceled (98 ) $ 2.77 Unvested at December 31, 2021 1,387 $ 3.30 |
Schedule of common stock at vesting aggregated | Years Ended December 31, 2021 2020 2019 Employees $ 1,758 $ 2,025 $ 2,422 Non-employees 1,125 654 387 Total stock-based compensation expense $ 2,883 $ 2,679 $ 2,809 |
Fair Value Measurements. (Table
Fair Value Measurements. (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of used and related fair value for the warrants | Original Issuance Exercise Volatility Risk Free Term Fair Value 12/22/19 $ 1.00 178.0 % 0.08 % 0.10 $ 8,474 Original Issuance Exercise Volatility Risk Free Term Fair Value 12/22/19 $ 1.00 76.0 % 1.66 % 3.00 $ 977 |
Schedule of fair value of pre-funded warrants and other warrants | Warrant Type Valuation Exercise Volatility Risk Free Term Fair Value Pre-funded 10/28/2020 $ 0.01 97.0 % 0.34 % 5.00 $ 23,638 Other 10/28/2020 $ 9.76 134.0 % 0.14 % 1.50 $ 27,048 Pre-funded 11/16/2020 $ 0.01 97.0 % 0.40 % 4.95 $ 21,916 Other 11/24/2020 $ 9.76 135.0 % 0.13 % 1.45 $ 31,231 |
Schedule of fair values of warrants based on unobservable inputs | Warrants to Pre-funded Other Balance, December 31, 2019 $ 977 $ — $ — Issuance of warrants in October 2020 offering — 23,638 27,048 Exercise of warrants/reclass to equity in 2020 (8,474 ) (21,917 ) (31,231 ) Adjustments to fair value for 2020 7,497 (1,721 ) 4,183 Balance, December 31, 2021 $ — $ — $ — |
Schedule of recurring and nonrecurring fair value measurements | Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments $ 15,839 $ 15,839 $ — $ — Long-lived assets held-for-sale 1,000 — — 1,000 Defined benefit plan assets(1) (pooled separate accounts): Large U.S. Equity(2) 5,612 — 5,612 — 28 % Small/Mid U.S. Equity(3) 3,684 — 3,684 — 18 % International Equity(4) 2,909 — 2,909 — 15 % Fixed Income(5) 7,782 — 7,782 — 39 % $ 36,826 $ 15,839 $ 19,987 $ 1,000 Liabilities: Derivative financial instruments $ 13,582 $ 13,582 $ — $ — Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments $ 17,149 $ 17,149 $ — $ — Long-lived assets held-for-sale 58,295 — — 58,295 Defined benefit plan assets(1) (pooled separate accounts): Large U.S. Equity(2) 5,470 — 5,470 — 31 % Small/Mid U.S. Equity(3) 2,605 — 2,605 — 15 % International Equity(4) 2,921 — 2,921 — 17 % Fixed Income(5) 6,592 — 6,592 — 37 % $ 93,032 $ 17,149 $ 17,588 $ 58,295 Liabilities: $ — $ — $ — $ — (1) See Note 9 for accounting discussion. (2) This category includes investments in funds comprised of equity securities of large U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (3) This category includes investments in funds comprised of equity securities of small- and medium-sized U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (4) This category includes investments in funds comprised of equity securities of foreign companies including emerging markets. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (5) This category includes investments in funds comprised of U.S. and foreign investment-grade fixed income securities, high-yield fixed income securities that are rated below investment-grade, U.S. treasury securities, mortgage-backed securities, and other asset-backed securities. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. |
Organization and Significant _3
Organization and Significant Accounting Policies (Details) - USD ($) | Jan. 14, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 15, 2020 | Dec. 15, 2016 |
Organization and Significant Accounting Policies (Details) [Line Items] | ||||||
Equity interest owned | 100.00% | |||||
Accounts receivable balance | $ 63,929,000 | $ 35,839,000 | ||||
Allowance for doubtful accounts | 378,000 | 260,000 | ||||
Bad debt expense | 158,000 | 245,000 | $ 27,000 | |||
Inventory net of valuation adjustments | 0 | 1,033,000 | ||||
Inventory amount | 38,640,000 | 27,410,000 | ||||
Acquisition cost | 2,678,000 | |||||
Fair value assesment of impairment loss | 2,100,000 | |||||
Amortization of deferred financing costs | 778,000 | 1,394,000 | ||||
Amortization deferred financing costs | $ 511,000 | |||||
Unamortized financing cost | $ 40,000 | $ 759,000 | ||||
Conserve capital, percentage | 50.00% | |||||
Aggregate dilutive shares (in Shares) | 964,000 | 2,463,000 | 635,000 | |||
Weighted-average antidilutive shares (in Shares) | 8,900,500 | 5,031,000 | 136,000 | |||
Suppliers [Member] | ||||||
Organization and Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risk percentage | 10.00% | 47.00% | ||||
Subsequent Event [Member] | ||||||
Organization and Significant Accounting Policies (Details) [Line Items] | ||||||
Revenues | $ 35,000,000 | |||||
Customer [Member] | ||||||
Organization and Significant Accounting Policies (Details) [Line Items] | ||||||
Concentration risk percentage | 10.00% | |||||
Pacific Aurora [Member] | ||||||
Organization and Significant Accounting Policies (Details) [Line Items] | ||||||
Equity interest owned | 100.00% | 73.93% | ||||
Accounts Receivable [Member] | ||||||
Organization and Significant Accounting Policies (Details) [Line Items] | ||||||
Bad debt expense | $ 245,000 | $ 27,000 | ||||
Concentration risk percentage | 16.00% | 13.00% | ||||
Accounts receivable total amount | $ 14,336,000 | $ 5,756,000 | ||||
Debt [Member] | Accounts Receivable [Member] | ||||||
Organization and Significant Accounting Policies (Details) [Line Items] | ||||||
Bad debt expense | $ 158,000 | |||||
Aurora Cooperative Elevator Company [Member] | ||||||
Organization and Significant Accounting Policies (Details) [Line Items] | ||||||
Equity interest owned | 26.07% | |||||
Aurora Cooperative Elevator Company [Member] | Pacific Aurora [Member] | ||||||
Organization and Significant Accounting Policies (Details) [Line Items] | ||||||
Equity interest owned | 26.07% |
Organization and Significant _4
Organization and Significant Accounting Policies (Details) - Schedule of sold to customers representing 10% or more of the Company’s total net sales - Revenue Benchmark [Member] | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Customer risk percentage | 13.00% | 3.00% | 9.00% |
Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Customer risk percentage | 9.00% | 9.00% | 11.00% |
Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Customer risk percentage | 1.00% | 5.00% | 13.00% |
Organization and Significant _5
Organization and Significant Accounting Policies (Details) - Schedule of purchased corn from suppliers representing 10% or more of the Company’s total corn purchases | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplier A [Member] | |||
Organization and Significant Accounting Policies (Details) - Schedule of purchased corn from suppliers representing 10% or more of the Company’s total corn purchases [Line Items] | |||
Supplier total percentage | 14.00% | 16.00% | 16.00% |
Supplier B [Member] | |||
Organization and Significant Accounting Policies (Details) - Schedule of purchased corn from suppliers representing 10% or more of the Company’s total corn purchases [Line Items] | |||
Supplier total percentage | 9.00% | 25.00% |
Organization and Significant _6
Organization and Significant Accounting Policies (Details) - Schedule of inventories - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of inventories [Abstract] | ||
Finished goods | $ 35,509 | $ 25,154 |
Work in progress | 6,909 | 4,333 |
Raw materials | 10,837 | 7,074 |
Other | 1,118 | 1,364 |
Total | $ 54,373 | $ 37,925 |
Organization and Significant _7
Organization and Significant Accounting Policies (Details) - Schedule of depreciation is computed using the straight-line method | 12 Months Ended |
Dec. 31, 2021 | |
Buildings [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated life | 40 years |
Minimum [Member] | Facilities and plant equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated life | 10 years |
Minimum [Member] | Other equipment, vehicles and furniture [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated life | 5 years |
Maximum [Member] | Facilities and plant equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated life | 25 years |
Maximum [Member] | Other equipment, vehicles and furniture [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property and equipment estimated life | 10 years |
Organization and Significant _8
Organization and Significant Accounting Policies (Details) - Schedule of basic and diluted earnings per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of basic and diluted earnings per share [Abstract] | |||
Net income attributed to Alto Ingredients Inc Income Numerator | $ 46,082 | ||
Less: Preferred stock dividends Income Numerator | (1,265) | $ (1,268) | $ (1,265) |
Basic and diluted loss per share: | |||
Loss available to common stockholders Income Numerator | $ (16,384) | $ (90,214) | |
Loss available to common stockholders Shares Denominator (in Shares) | 58,609 | 47,384 | |
Loss available to common stockholders Per-Share Amount (in Dollars per share) | $ (0.28) | $ (1.9) | |
Less: Income allocated to participating securities Income Numerator | (600) | ||
Basic income per share: | |||
Income available to common stockholders Income Numerator | $ 44,217 | ||
Income available to common stockholders Shares Denominator (in Shares) | 71,098 | ||
Income available to common stockholders Per-Share Amount (in Dollars per share) | $ 0.62 | ||
Add: Dilutive securities Income Numerator | |||
Add: Dilutive securities Shares Denominator (in Shares) | 1,121 | ||
Diluted income per share: | |||
Income available to common stockholders Income Numerator | $ 44,217 | ||
Income available to common stockholders Shares Denominator (in Shares) | 72,219 | ||
Income available to common stockholders Per-Share Amount (in Dollars per share) | $ 0.61 | ||
Net loss attributed to Alto Ingredients, Inc Income Numerator | $ (15,116) | $ (88,949) |
Asset Sales and Held-For-Sale_2
Asset Sales and Held-For-Sale Classification (Details) - USD ($) | Nov. 05, 2021 | May 14, 2021 | Nov. 30, 2020 | Sep. 30, 2020 | Apr. 15, 2020 | Dec. 19, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Asset Sales and Held-For-Sale Classification (Details) [Line Items] | |||||||||
Long-term promissory notes | $ 900,000 | ||||||||
Promissory notes, description | $1.0 | ||||||||
Net sales | $ 1,207,892,000 | $ 897,023,000 | $ 1,424,881,000 | ||||||
Pre-tax loss | 47,551,000 | (17,299,000) | (101,302,000) | ||||||
Net loss | 46,082,000 | (17,282,000) | (101,282,000) | ||||||
Addition, asset impairments | 1,200,000 | 22,300,000 | |||||||
Assets held-for-sale | 3,483,000 | (1,012,000) | |||||||
Madera [Member] | |||||||||
Asset Sales and Held-For-Sale Classification (Details) [Line Items] | |||||||||
Net sales | 0 | 22,700,000 | 82,700,000 | ||||||
Pre-tax loss | 2,000,000 | 6,100,000 | 2,700,000 | ||||||
Sale of madera facility total consideration | $ 28,300,000 | ||||||||
Cash | 19,500,000 | ||||||||
Assumption of liabilities | 8,800,000 | ||||||||
Net loss | $ 100,000 | ||||||||
Asset impairments | 1,200,000 | 4,400,000 | |||||||
Stockton [Member] | |||||||||
Asset Sales and Held-For-Sale Classification (Details) [Line Items] | |||||||||
Net sales | 2,600,000 | 21,900,000 | 132,900,000 | ||||||
Pre-tax loss | 2,800,000 | 6,500,000 | 3,900,000 | ||||||
Gross proceeds | $ 24,000,000 | ||||||||
Net gain | $ 4,600,000 | ||||||||
Asset impairments | 0 | 17,900,000 | |||||||
Pacific Aurora [Member] | |||||||||
Asset Sales and Held-For-Sale Classification (Details) [Line Items] | |||||||||
Ownership percentage | 73.93% | ||||||||
Total consideration | $ 52,800,000 | $ 52,800,000 | |||||||
Working capital | 35,300,000 | ||||||||
Cash proceeds | 19,900,000 | ||||||||
Long-term promissory notes | 16,500,000 | ||||||||
Net loss on sale | 1,400,000 | ||||||||
Cash proceeds | $ 14,500,000 | ||||||||
Net sales | 39,600,000 | 163,500,000 | |||||||
Pre-tax loss | 8,400,000 | 43,400,000 | |||||||
Net loss | 2,200,000 | 12,300,000 | |||||||
Magic Valley [Member] | |||||||||
Asset Sales and Held-For-Sale Classification (Details) [Line Items] | |||||||||
Net sales | $ 3,200,000 | ||||||||
Ethanol production facility, description | On November 30, 2020, the Company sold 134 acres, the related rail loop and grain handling assets at its Magic Valley facility located in Burley, Idaho for $10.0 million in cash. | ||||||||
Canton [Member] | |||||||||
Asset Sales and Held-For-Sale Classification (Details) [Line Items] | |||||||||
Pre-tax loss | 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||
Addition, asset impairments | 1,900,000 | ||||||||
Assets held-for-sale | $ 1,000,000 |
Intercompany Agreements (Detail
Intercompany Agreements (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 15, 2020 | |
Intercompany Agreements (Details) [Line Items] | ||||
Revenues | $ 2,871,000 | $ 2,778,000 | $ 6,029,000 | |
Incentive fee payable description | Under the terms of the marketing agreements, within ten days after delivering alcohol to Kinergy, an amount is paid to Kinergy equal to (i) the estimated purchase price payable by the third-party purchaser of the alcohol, minus (ii) the estimated amount of transportation costs to be incurred, minus (iii) the estimated incentive fee payable to Kinergy, which equals 1% of the aggregate third-party purchase price, provided that the marketing fee shall not be less than $0.015 per gallon and not more than $0.0225 per gallon. | |||
Receives fee per bushel (in Dollars per share) | $ 0.03 | $ 0.03 | ||
Purchase price description | (a) 5% of the aggregate third-party purchase price for wet corn gluten feed, wet distillers grains, corn condensed distillers solubles and distillers grains with solubles, or (b) 1% of the aggregate third-party purchase price for corn gluten meal, dry corn gluten feed, dry distillers grains, corn germ and corn oil. Each marketing agreement had an initial term of one year and successive one year renewal periods at the option of the individual facility. | |||
Alto Ingredients [Member] | ||||
Intercompany Agreements (Details) [Line Items] | ||||
Revenues | $ 9,774,000 | 11,724,000 | 12,682,000 | |
Kinergy [Member] | ||||
Intercompany Agreements (Details) [Line Items] | ||||
Revenues | 4,496,000 | 4,275,000 | 7,900,800 | |
Alto Nutrients [Member] | ||||
Intercompany Agreements (Details) [Line Items] | ||||
Revenues | $ 2,694,000 | 2,595,000 | 4,288,000 | |
Pacific Aurora [Member] | ||||
Intercompany Agreements (Details) [Line Items] | ||||
Expenses | $ 210,000 | $ 1,103,000 |
Segments (Details)
Segments (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segments (Details) [Line Items] | |||
Number of operating segments | 3 | ||
Pekin Campus Production Segment [Member] | |||
Segments (Details) [Line Items] | |||
Management fees | $ 4,344,000 | $ 4,344,000 | $ 4,014,000 |
Capital expenditures | 14,300 | ||
Marketing and Distribution Segment [Member] | |||
Segments (Details) [Line Items] | |||
Management fees | 3,480,000 | 3,480,000 | 3,480,000 |
Other Production Segment [Member] | |||
Segments (Details) [Line Items] | |||
Management fees | 1,950,000 | $ 3,893,000 | $ 5,188,000 |
Capital expenditures | $ 2,100 |
Segments (Details) - Schedule o
Segments (Details) - Schedule of financial data for operating segments - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pekin Campus production, recorded as gross: | |||
Net sales as reported | $ 1,207,892 | $ 897,023 | $ 1,424,881 |
Cost of goods sold | 1,140,108 | 844,164 | 1,434,819 |
Total [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | 1,207,892 | 897,023 | 1,424,881 |
Cost of goods sold | 1,140,108 | 844,164 | 1,434,819 |
Income (loss) before provision (benefit) for income taxes | 47,551 | (17,299) | (101,302) |
Depreciation expense: | |||
Depreciation | 23,292 | 30,268 | 47,909 |
Interest expense: | |||
Interest expense | 3,587 | 17,943 | 20,206 |
Pekin Campus Production [Member] | |||
Pekin Campus production, recorded as gross: | |||
Cost of goods sold | 638,371 | 389,125 | 481,262 |
Income (loss) before provision (benefit) for income taxes | 41,622 | 53,898 | (21,441) |
Depreciation expense: | |||
Depreciation | 17,352 | 17,450 | 17,535 |
Interest expense: | |||
Interest expense | 756 | 6,038 | 7,556 |
Pekin Campus Production [Member] | Alcohol sales [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | 498,195 | 330,432 | 343,610 |
Pekin Campus Production [Member] | Essential Ingredient Sales [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | 189,535 | 130,270 | 138,987 |
Pekin Campus Production [Member] | Intersegment Sales [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | 1,193 | 645 | 1,110 |
Pekin Campus Production [Member] | Total Pekin Campus Sales [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | 688,923 | 461,347 | 483,707 |
Marketing and Distribution [Member] | |||
Pekin Campus production, recorded as gross: | |||
Cost of goods sold | 371,371 | 253,465 | 347,185 |
Income (loss) before provision (benefit) for income taxes | 11,756 | 4,889 | 12,533 |
Interest expense: | |||
Interest expense | 963 | 1,574 | 3,053 |
Marketing and Distribution [Member] | Intersegment Sales [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | 10,061 | 9,648 | 18,219 |
Marketing and Distribution [Member] | Alcohol sales, gross [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | 379,422 | 256,209 | 355,101 |
Marketing and Distribution [Member] | Alcohol sales, net [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | 1,753 | 1,529 | 1,831 |
Marketing and Distribution [Member] | Total Marketing and Distribution Sales [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | 391,236 | 267,386 | 375,151 |
Other production [Member] | |||
Pekin Campus production, recorded as gross: | |||
Cost of goods sold | 136,401 | 206,412 | 612,040 |
Income (loss) before provision (benefit) for income taxes | (3,762) | (54,677) | (77,019) |
Depreciation expense: | |||
Depreciation | 5,890 | 12,691 | 30,107 |
Interest expense: | |||
Interest expense | 167 | 334 | 13 |
Other production [Member] | Alcohol sales [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | 107,931 | 137,703 | 455,343 |
Other production [Member] | Essential Ingredient Sales [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | 31,056 | 40,880 | 130,009 |
Other production [Member] | Intersegment Sales [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | 964 | 1,309 | 509 |
Other production [Member] | Total Other production Sales [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | 139,951 | 179,892 | 585,861 |
Intersegment Eliminations [Member] | |||
Pekin Campus production, recorded as gross: | |||
Net sales as reported | (12,218) | (11,602) | (19,838) |
Cost of goods sold | (6,035) | (4,838) | (5,668) |
Corporate activities [Member] | |||
Pekin Campus production, recorded as gross: | |||
Income (loss) before provision (benefit) for income taxes | (2,065) | (21,409) | (15,375) |
Depreciation expense: | |||
Depreciation | 50 | 127 | 267 |
Interest expense: | |||
Interest expense | $ 1,701 | $ 9,997 | $ 9,584 |
Segments (Details) - Schedule_2
Segments (Details) - Schedule of assets by operating segments - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Total assets: | ||
Total assets | $ 484,953 | $ 476,818 |
Pekin Campus production [Member] | ||
Total assets: | ||
Total assets | 266,197 | 234,439 |
Marketing and Distribution [Member] | ||
Total assets: | ||
Total assets | 130,302 | 89,337 |
Other Production [Member] | ||
Total assets: | ||
Total assets | 57,046 | 102,409 |
Corporate Assets [Member] | ||
Total assets: | ||
Total assets | $ 31,408 | $ 50,633 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment (Details) [Line Items] | |||
Depreciation expense | $ 23,292,000 | $ 30,268,000 | $ 47,909,000 |
Capital Investment Activities [Member] | |||
Property and Equipment (Details) [Line Items] | |||
Capitalized interest | $ 628,000 | $ 224,000 | $ 563,000 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 398,272 | $ 382,263 |
Accumulated depreciation | (175,722) | (152,777) |
Property, Plant and Equipment, Net | 222,550 | 229,486 |
Facilities and plant equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 364,039 | 357,740 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 4,072 | 4,837 |
Other equipment, vehicles and furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 7,656 | 7,858 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 22,505 | $ 11,828 |
Derivatives (Details)
Derivatives (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Recognized net gains | $ 21,619,000 | $ 14,780,000 | $ 555,000 |
Derivatives (Details) - Schedul
Derivatives (Details) - Schedule of derivatives not designated as hedging instruments - Non-Designated Derivative Instruments [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash collateral balance [Member] | ||
Derivatives (Details) - Schedule of derivatives not designated as hedging instruments [Line Items] | ||
Assets, fair value | $ 11,513 | $ 520 |
Commodity contracts [Member] | ||
Derivatives (Details) - Schedule of derivatives not designated as hedging instruments [Line Items] | ||
Assets, fair value | 15,839 | 17,149 |
Liabilities, fair value | $ 13,582 |
Derivatives (Details) - Sched_2
Derivatives (Details) - Schedule of recognized gains (losses) for derivatives - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Realized Gains (Losses) | $ 32,618 | $ 2,102 | $ (4,568) |
Unrealized Gains (Losses) | (10,999) | 12,678 | 5,123 |
Non Designated Derivative Instruments [Member] | Cost of goods sold [Member] | Commodity Contract [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Realized Gains (Losses) | 32,618 | 2,102 | (4,568) |
Unrealized Gains (Losses) | $ (10,999) | $ 12,678 | $ 5,123 |
Debt (Details)
Debt (Details) - USD ($) | May 14, 2021 | May 04, 2020 | Sep. 15, 2017 | Dec. 15, 2016 | Sep. 15, 2017 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 26, 2017 | Dec. 12, 2016 |
Debt (Details) [Line Items] | ||||||||||
Principal amount | $ 6,000,000 | $ 3,900,000 | ||||||||
Income from loan forgiveness | $ 9,900,000 | |||||||||
Madera [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Principal amount | $ 19,300,000 | |||||||||
Aggregate of debt amount | $ 700,000 | |||||||||
Kinergy Line of Credit [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Description of interest rate | The credit facility is subject to certain other sublimits, including inventory loan limits. Interest accrues under the line of credit at a rate equal to (i) the daily Secured Overnight Financing Rate, plus (ii) a specified applicable margin ranging between 1.75% and 2.25%. The applicable margin was 2.00%, for a total rate of 2.05% at December 31, 2021. The credit facility’s monthly unused line fee is an annual rate equal to 0.25% to 0.375% depending on the average daily principal balance during the immediately preceding month. Payments that may be made by Kinergy to the Company as reimbursement for management and other services provided by the Company to Kinergy are limited under the terms of the credit facility to $1,500,000 per fiscal quarter. The credit facility also includes the accounts receivable of Alto Nutrients as additional collateral. Payments that may be made by Alto Nutrients to the Company as reimbursement for management and other services provided by the Company to Alto Nutrients are limited under the terms of the credit facility to $500,000 per fiscal quarter. | |||||||||
Kinergy Line of Credit [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Borrowing on credit facility | $ 25,400,000 | |||||||||
Pekin Credit Facilities [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Maturity date | Aug. 20, 2021 | |||||||||
Principal amount | $ 64,000,000 | |||||||||
Alto Ingredients, Inc [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Proceed of loan | $ 6,000,000 | |||||||||
Alto Pekin Inc.[Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Proceed of loan | $ 3,900,000 | |||||||||
Kinergy Line of Credit [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Aggregate amount | $ 100,000,000 | |||||||||
Maturity date | Aug. 2, 2023 | |||||||||
Revolving Term Loan Facility [Member] | Pekin Credit Facilities [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Maturity date | Feb. 1, 2022 | |||||||||
Term loan facility | $ 32,000,000 | |||||||||
ICP Credit Facilities [Member] | Credit Agreement [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Maturity date | Sep. 20, 2021 | |||||||||
Principal amount | $ 24,000,000 | $ 24,000,000 | ||||||||
ICP Credit Facilities [Member] | Revolving Term Loan Facility [Member] | Credit Agreement [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Maturity date | Sep. 1, 2022 | |||||||||
Principal amount | $ 18,000,000 | $ 18,000,000 | ||||||||
Senior Secured Notes [Member] | Note Purchase Agreement [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Principal amount | $ 55,000,000 | |||||||||
Gross proceeds from principal amount percentage | 97.00% | |||||||||
Senior Secured Notes [Member] | Second Note Purchase Agreement [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Principal amount | $ 13,900,000 | |||||||||
Gross proceeds from principal amount percentage | 97.00% |
Debt (Details) - Schedule of lo
Debt (Details) - Schedule of long-term borrowings - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt (Details) - Schedule of long-term borrowings [Line Items] | ||
Term debt | $ 50,401 | $ 97,869 |
Less unamortized debt premium | 230 | |
Less unamortized debt financing costs | (40) | (759) |
Less short-term portion | (25,533) | |
Long-term debt | 50,361 | 71,807 |
Kinergy line of credit [Member] | ||
Debt (Details) - Schedule of long-term borrowings [Line Items] | ||
Term debt | 50,401 | 32,512 |
Pekin loans [Member] | ||
Debt (Details) - Schedule of long-term borrowings [Line Items] | ||
Term debt | 20,580 | |
ICP loan [Member] | ||
Debt (Details) - Schedule of long-term borrowings [Line Items] | ||
Term debt | 9,384 | |
CARES Act loans [Member] | ||
Debt (Details) - Schedule of long-term borrowings [Line Items] | ||
Term debt | 9,860 | |
Parent Notes Payable [Member] | ||
Debt (Details) - Schedule of long-term borrowings [Line Items] | ||
Term debt | $ 25,533 |
Debt (Details) - Schedule of ma
Debt (Details) - Schedule of maturities of long-term debt $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of maturities of long-term debt [Abstract] | |
2022 | |
2023 | 50,401 |
Total debt | $ 50,401 |
Leases (Details)
Leases (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Weighted-average discount rate | 6.00% | 6.00% |
Remaining lease terms description | The Company’s leases have remaining lease terms of approximately 1 year to 54 years, which includes options to extend the lease when it is reasonably certain the Company will exercise those options. For the year ended December 31, 2021, the weighted-average remaining lease terms of equipment and land-related leases were 3.08 years and 22.82 years, respectively. |
Leases (Details) - Schedule of
Leases (Details) - Schedule of leases - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of leases [Abstract] | ||
Right of use operating lease assets, net | $ 13,413 | $ 11,046 |
Current portion, operating leases | 3,909 | 2,180 |
Operating leases, net of current portion | $ 9,382 | $ 8,715 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of components of lease costs - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of components of lease costs [Abstract] | |||
Fixed lease cost | $ 4,500 | $ 5,732 | $ 10,093 |
Variable lease cost | 238 | 212 | 328 |
Net lease cost | $ 4,738 | $ 5,944 | $ 10,421 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of operating lease liabilities $ in Thousands | Dec. 31, 2021USD ($) |
Equipment [Member] | |
Leases (Details) - Schedule of operating lease liabilities [Line Items] | |
2022 | $ 4,201 |
2023 | 2,778 |
2024 | 1,535 |
2025 | 1,082 |
2026 | 504 |
2027-76 | |
Less Interest | (932) |
Operating lease liabilities | 9,168 |
Land Related [Member] | |
Leases (Details) - Schedule of operating lease liabilities [Line Items] | |
2022 | 559 |
2023 | 461 |
2024 | 436 |
2025 | 595 |
2026 | 608 |
2027-76 | 5,382 |
Less Interest | (3,918) |
Operating lease liabilities | $ 4,123 |
Pension Plans (Details)
Pension Plans (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pension Plans (Details) [Line Items] | ||
Pension plan, description | The Retirement Plan’s current investment target allocations are 50% equities and 50% debt. The pension committee periodically reviews the actual asset allocation in light of these targets and rebalances investments as necessary. | |
Postretirement plan adjustment rate, description | For purposes of determining the cost and obligation for pre-Medicare postretirement medical benefits, a 7.00% annual rate of increase in the per capita cost of covered benefits (i.e., health care trend rate) was assumed for the Postretirement Plan in 2023, adjusted to a rate of 4.50% in 2032. | |
Forecast [Member] | ||
Pension Plans (Details) [Line Items] | ||
Expected contributions by the company | $ 850 | |
Net periodic benefit cost | $ 100 |
Pension Plans (Details) - Sched
Pension Plans (Details) - Schedule of information related to the retirement plan - Retirement Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in plan assets: | ||
Fair value of plan assets, beginning | $ 17,588 | $ 15,654 |
Actual gains | 2,399 | 1,969 |
Benefits paid | (763) | (721) |
Company contributions | 763 | 686 |
Participant contributions | ||
Fair value of plan assets, ending | 19,987 | 17,588 |
Less: projected accumulated benefit obligation | 23,828 | 24,629 |
Funded status, (underfunded)/overfunded | (3,841) | (7,041) |
Amounts recognized in the consolidated balance sheets: | ||
Other liabilities | (3,841) | (7,041) |
Accumulated other comprehensive loss | $ 574 | $ 3,199 |
Assumptions used in computation of benefit obligations: | ||
Discount rate | 2.80% | 2.50% |
Expected long-term return on plan assets | 5.75% | 6.25% |
Rate of compensation increase |
Pension Plans (Details) - Sch_2
Pension Plans (Details) - Schedule of components of net periodic benefit costs - Retirement Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pension Plans (Details) - Schedule of components of net periodic benefit costs [Line Items] | |||
Service cost | $ 436 | $ 405 | $ 374 |
Interest cost | 605 | 690 | 760 |
Amortization of net loss | 98 | ||
Expected return on plan assets | (952) | (903) | (760) |
Net periodic benefit cost | $ 187 | $ 192 | $ 374 |
Pension Plans (Details) - Sch_3
Pension Plans (Details) - Schedule of expected benefit payments - Retirement Plan [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Pension Plans (Details) - Schedule of expected benefit payments [Line Items] | |
2022 | $ 850 |
2023 | 900 |
2024 | 940 |
2025 | 1,000 |
2026 | 1,020 |
2027-31 | 5,780 |
Total expected benefit payments | $ 10,490 |
Pension Plans (Details) - Sch_4
Pension Plans (Details) - Schedule of information related to the retirement plan - Postretirement Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amounts at the end of the year: | ||
Accumulated/projected benefit obligation | $ 4,313 | $ 5,296 |
Fair value of plan assets | ||
Funded status, (underfunded)/overfunded | (4,313) | (5,296) |
Amounts recognized in the consolidated balance sheets: | ||
Accrued liabilities | (210) | (300) |
Other liabilities | (4,103) | (4,996) |
Accumulated other comprehensive (income) loss | $ (290) | $ 679 |
Discount rate used in computation of benefit obligations | 2.50% | 2.05% |
Pension Plans (Details) - Sch_5
Pension Plans (Details) - Schedule of components of net periodic benefit costs - Postretirement Plan [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Components of net periodic benefit costs are as follows: | |||
Service cost | $ 42 | $ 54 | $ 67 |
Interest cost | 105 | 151 | 219 |
Amortization of prior service cost | 25 | 30 | 122 |
Net periodic benefit cost | 172 | 235 | 408 |
Amounts recognized in the plan for the year: | |||
Participant contributions | 32 | 26 | 24 |
Benefits paid | $ 217 | $ 200 | $ 195 |
Pension Plans (Details) - Sch_6
Pension Plans (Details) - Schedule of expected benefit payments - Postretirement Plan [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Pension Plans (Details) - Schedule of expected benefit payments [Line Items] | |
2022 | $ 210 |
2023 | 240 |
2024 | 260 |
2025 | 280 |
2026 | 330 |
2027-2031 | 1,720 |
Total expected benefit payments | $ 3,040 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes (Details) [Line Items] | |||
Federal net operating losses | $ 80,700,000 | ||
Federal taxable income | 99,236,000 | ||
Deferred Taxes, Business Combination, Valuation Allowance, Available to Reduce Income Tax Expense | $ 2,022 | ||
Capital loss description | Federal capital loss of $107,699,000 may be carried forward for 5 years and will expire in 2025. State capital loss of $103,098,000 may be carried forward for 5 years for most of the states in which the Company files returns and will expire in 2025. | ||
Valuation allowance | $ 75,584,000 | $ 85,688,000 | |
Increase in valuation allowance | 10,104,000 | $ 1,623,000 | $ 43,477,000 |
Additional net operating losses | $ 22,641,000 | ||
Disallowed depreciation | 20,836,000 | ||
Federal [Member] | |||
Income Taxes (Details) [Line Items] | |||
Federal net operating losses | 168,720,000 | ||
State [Member] | |||
Income Taxes (Details) [Line Items] | |||
State net operating losses | $ 173,825,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of provision for income taxes [Abstract] | |||
Current provision (benefit) | $ 1,469 | $ (22) | |
Deferred provision (benefit) | (17) | 2 | |
Total | $ 1,469 | $ (17) | $ (20) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of reconciliation of effective tax rate | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of reconciliation of effective tax rate [Abstract] | |||
Statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit | 6.00% | 5.70% | 5.70% |
Change in valuation allowance | (18.80%) | (9.40%) | (22.40%) |
Income from loan forgiveness | (5.50%) | ||
Fair value adjustments | (12.70%) | ||
Noncontrolling interest | (3.40%) | (3.30%) | |
Non-deductible items | 0.40% | (0.40%) | (0.10%) |
Other | (0.10%) | (0.80%) | (1.00%) |
Effective rate | 3.00% | 0.00% | (0.10%) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of components of deferred income taxes - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 46,159 | $ 61,208 |
Capital loss | 28,640 | 29,684 |
Disallowed interest | 1,059 | 6,255 |
R&D, Energy and AMT credits | 3,742 | 3,864 |
Pension liability | 2,189 | 3,235 |
Railcar contracts | 618 | 302 |
Stock-based compensation | 479 | 441 |
Allowance for doubtful accounts and other assets | 367 | 461 |
Other | 2,646 | 1,963 |
Total deferred tax assets | 85,899 | 107,413 |
Deferred tax liabilities: | ||
Property and equipment | (8,896) | (16,243) |
Intangibles | (749) | (749) |
Derivatives | (606) | (4,497) |
Other | (300) | (472) |
Total deferred tax liabilities | (10,551) | (21,961) |
Valuation allowance | (75,584) | (85,688) |
Net deferred tax liabilities, included in other liabilities | $ (236) | $ (236) |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of net operating loss carryforwards $ in Thousands | Dec. 31, 2021USD ($) | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | $ 168,720 | |
Federal [Member] | 2022–2026 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | 3,831 | |
Federal [Member] | 2027–2031 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | 16,289 | |
Federal [Member] | 2032–2036 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | 55,671 | |
Federal [Member] | 2037 and after [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | 92,929 | [1] |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | 173,825 | |
State [Member] | 2022–2026 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | 3,374 | |
State [Member] | 2027–2031 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | 76,288 | |
State [Member] | 2032–2036 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | 24,796 | |
State [Member] | 2037 and after [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | $ 69,367 | [1] |
[1] | Includes indefinite life federal net operating losses of $80.7 million generated after 2017. |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions | 12 Months Ended |
Dec. 31, 2021 | |
Federal [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Alabama [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Arizona [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2017 – 2020 |
Arkansas [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
California [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2017 – 2020 |
Colorado [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2017 – 2020 |
Connecticut [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Georgia [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Idaho [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Illinois [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Indiana [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Iowa [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Kansas [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Louisiana [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Michigan [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Minnesota [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Mississippi [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Missouri [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Nebraska [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
New Mexico [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Oklahoma [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Oregon [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Pennsylvania [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Rhode Island [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
South Carolina [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Tennessee [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2018 – 2020 |
Texas [Member] | |
Income Taxes (Details) - Schedule of income tax in the United States jurisdiction and various state jurisdictions [Line Items] | |
Tax years still open to audit | 2017 – 2020 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Preferred Stock (Details) [Line Items] | |||
Dividend rate percentage | 5.00% | ||
Liquidation preference, per share (in Dollars per share) | $ 0.03 | ||
Ownership percentage | 100.00% | ||
Expenses of preferred stock (in Dollars) | $ 25,000 | ||
Board of Directors Chairman [Member] | |||
Preferred Stock (Details) [Line Items] | |||
Shares authorized | 6,734,835 | ||
Registration Rights Agreement [Member] | |||
Preferred Stock (Details) [Line Items] | |||
Ownership percentage | 10.00% | ||
Series A Preferred Stock [Member] | |||
Preferred Stock (Details) [Line Items] | |||
Shares authorized | 1,684,375 | 1,684,375 | |
Dividend rate percentage | 25.00% | ||
Preferred units description | The holders of Series A Preferred Stock would have a liquidation preference over the holders of the Company’s common stock equivalent to the purchase price per share of the Series A Preferred Stock plus any accrued and unpaid dividends on the Series A Preferred Stock. A liquidation would be deemed to occur upon the happening of customary events, including transfer of all or substantially all of the Company’s capital stock or assets or a merger, consolidation, share exchange, reorganization or other transaction or series of related transactions, unless holders of 66 2/3% of the Series A Preferred Stock vote affirmatively in favor of or otherwise consent to such transaction. | ||
Series B Preferred Stock [Member] | |||
Preferred Stock (Details) [Line Items] | |||
Shares authorized | 1,580,790 | 1,580,790 | |
Dividend rate percentage | 7.00% | ||
Preferred units description | A liquidation will be deemed to occur upon the happening of customary events, including the transfer of all or substantially all of the capital stock or assets of the Company or a merger, consolidation, share exchange, reorganization or other transaction or series of related transaction, unless holders of 66 2/3% of the Series B Preferred Stock vote affirmatively in favor of or otherwise consent that such transaction shall not be treated as a liquidation. The Company believes that such liquidation events are within its control and therefore has classified the Series B Preferred Stock in stockholders’ equity. | ||
Shares outstanding | 926,942 | 926,942 | |
Liquidation preference, per share (in Dollars per share) | $ 19.5 | ||
Convertible shares | 964,230 | ||
Internal rate of preferred stock | 25.00% | ||
Preferred stock term | 2 years |
Common Stock and Warrants (Deta
Common Stock and Warrants (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 28, 2020 | Aug. 31, 2020 | Dec. 22, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock and Warrants (Details) [Line Items] | ||||||
Warrants to purchase aggregate shares | 5,500,000 | |||||
Exercise price (in Dollars per share) | $ 1 | $ 1 | ||||
Fair value adjustments for warrants (in Dollars) | $ 977,000 | |||||
Shares issued | 5,075,000 | |||||
Offering price per share (in Dollars per share) | $ 8.42 | |||||
Common stock issued for pre funded warrant | 3,825,493 | |||||
Price per warrant (in Dollars per share) | $ 8.42 | |||||
Gross proceeds from common stock (in Dollars) | $ 75,000,000 | |||||
Net offering proceeds (in Dollars) | $ 70,500,000 | |||||
Issued nonvoting common shares exercisable | 3,539,236 | |||||
Number of stock issued | 1,421,000 | 3,137,000 | ||||
Common stock value (in Dollars) | $ 5,296,000 | $ 3,670,000 | ||||
Fees paid (in Dollars) | $ 171,000 | $ 66,000 | ||||
Private Placement [Member] | ||||||
Common Stock and Warrants (Details) [Line Items] | ||||||
Exercise price (in Dollars per share) | $ 9.757 | |||||
Warrants purchase | 8,900,493 | |||||
Nonvoting Common Stock [Member] | ||||||
Common Stock and Warrants (Details) [Line Items] | ||||||
Issued nonvoting common shares exercisable | 896 |
Common Stock and Warrants (De_2
Common Stock and Warrants (Details) - Schedule of warrant activity - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Schedule of warrant activity [Abstract] | |||
Beginning balance, Number of Shares (in Shares) | 5,500,000 | ||
Beginning balance, Price per Share | $ 1 | ||
Beginning balance, Weighted Average Exercise Price | $ 1 | ||
Ending Balance, Number of Shares (in Shares) | 8,900,000 | 5,500,000 | |
Ending Balance, Price per Share | $ 9.76 | $ 1 | |
Ending Balance, Weighted Average Exercise Price | $ 9.76 | $ 1 | |
Ending Balance, Number of Shares (in Shares) | 8,900,000 | ||
Ending Balance, Price per Share | $ 9.76 | ||
Ending Balance, Weighted Average Exercise Price | $ 9.76 | ||
Warrants issued, Number of Shares (in Shares) | 5,500,000 | ||
Warrants issued, Price per Share | $ 1 | ||
Warrants issued, Weighted Average Exercise Price | $ 1 | ||
Warrants exercised, Number of Shares (in Shares) | (5,500,000) | ||
Warrants exercised, per share | $ 1 | ||
Warrants exercised, Weighted Average Exercise Price | $ 1 | ||
Pre-funded warrants issued, Number of Shares (in Shares) | 3,825,000 | ||
Pre-funded warrants issued. per share | $ 0 | ||
Pre-funded warrants issued, Weighted Average Exercise Price | $ 0 | ||
Pre-funded warrants exercised, Number of Shares (in Shares) | (3,825,000) | ||
Pre-funded warrants exercised, per share | $ 0 | ||
Pre-funded warrants exercised, Weighted Average Exercise Price | $ 0 | ||
Series A warrants issued, Number of Shares (in Shares) | 8,900,000 | ||
Series A warrants issued, per share | $ 9.76 | ||
Series A warrants issued, Weighted Average Exercise Price | $ 9.76 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 18, 2020 | Nov. 07, 2019 | Jun. 14, 2018 | Jun. 16, 2016 | |
Share-based Payment Arrangement [Abstract] | |||||||
Aggregate shares of common stock (in Shares) | 1,715,000 | 7,400,000 | 5,650,000 | 3,650,000 | 1,150,000 | ||
Aggregate intrinsic value of options outstanding | $ 79,000,000 | $ 262,000,000 | $ 0 | ||||
Common stock at vesting aggregated | 8,810,000 | $ 1,639,000 | $ 599,000 | ||||
Compensation expense related to unvested | $ 3,036,000 | ||||||
Weighted average period | 7 months 9 days |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock option plans - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of stock option plans [Abstract] | ||
Number of Shares, Outstanding at beginning of year | 207,000 | 229,000 |
Weighted Average Exercise Price, Outstanding at beginning of year | $ 4.16 | $ 4.15 |
Number of Shares, Options exercised | (124,000) | (22,000) |
Weighted Average Exercise Price, Options exercised | $ 3.74 | $ 3.74 |
Number of Shares, Options expired | (9,000) | |
Weighted Average Exercise Price, Options expired | $ 12.9 | |
Number of Shares, Outstanding at end of year | 74,000 | 207,000 |
Weighted Average Exercise Price, Outstanding at end of year | $ 3.74 | $ 4.16 |
Number of Shares, Options exercisable at end of year | 74,000 | 207,000 |
Weighted Average Exercise Price, Options exercisable at end of year | $ 3.74 | $ 4.16 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of stock options outstanding | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Schedule of stock options outstanding [Abstract] | |
Options Outstanding, Range of Exercise Prices | $ 3.74 |
Options Outstanding, Number Outstanding (in Shares) | shares | 74,000 |
Options Outstanding, Weighted- Average Remaining Contractual Life (yrs.) | 1 year 5 months 15 days |
Options Outstanding, Weighted- Average Exercise Price | $ 3.74 |
Options Exercisable, Number Exercisable (in Shares) | shares | 74,000 |
Options Exercisable, Weighted- Average Exercise Price | $ 3.74 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of unvested restricted stock activity - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of unvested restricted stock activity [Abstract] | ||
Number of Shares, Unvested Beginning of the period | 2,260,000 | 2,201,000 |
Weighted- Average Grant Date Fair Value Per Share, Unvested Beginning of the period | $ 1.34 | $ 1.84 |
Number of Shares, Issued | 750,000 | 1,663,000 |
Weighted- Average Grant Date Fair Value Per Share, Issued | $ 5.76 | $ 1.25 |
Number of Shares, Vested | (1,525,000) | (1,290,000) |
Weighted- Average Grant Date Fair Value Per Share, Vested | $ 1.64 | $ 2.08 |
Number of Shares, Canceled | (98,000) | (314,000) |
Weighted- Average Grant Date Fair Value Per Share, Canceled | $ 2.77 | $ 1.33 |
Number of Shares, Unvested Ending of the period | 1,387,000 | 2,260,000 |
Weighted- Average Grant Date Fair Value Per Share, Unvested Ending of the period | $ 3.3 | $ 1.34 |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of common stock at vesting aggregated - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation (Details) - Schedule of common stock at vesting aggregated [Line Items] | |||
Total stock-based compensation expense | $ 2,883 | $ 2,679 | $ 2,809 |
Employees [Member] | |||
Stock-Based Compensation (Details) - Schedule of common stock at vesting aggregated [Line Items] | |||
Total stock-based compensation expense | 1,758 | 2,025 | 2,422 |
Non-Employees [Member] | |||
Stock-Based Compensation (Details) - Schedule of common stock at vesting aggregated [Line Items] | |||
Total stock-based compensation expense | $ 1,125 | $ 654 | $ 387 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies (Details) [Line Items] | |
Indexed price purchase contracts gallons | 155,326,000 |
Open fixed-price sales contracts valued | $ 18,758,000 |
Future commitments for capital projects | 19,400,000 |
Sales Contracts [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Open fixed-price sales contracts valued | $ 205,701,000 |
Open indexed-price sales contracts tons | 5,054,000 |
Purchase Contracts [Member] | Alcohol from Suppliers [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Indexed price purchase contracts gallons | 62,748,000 |
Fixed-price purchase contracts value | $ 153,986,000 |
Purchase Contracts [Member] | Corn from Suppliers [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Fixed-price purchase contracts value | $ 52,022,000 |
Purchase Contracts [Member] | Natural Gas [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Indexed price purchase contracts gallons | 3,900,000 |
Fixed-price purchase contracts value | $ 18,300,000 |
Fair Value Measurements. (Detai
Fair Value Measurements. (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Property and equipment held-for-sale at fair value | $ 1,000,000 | $ 58,295,000 |
Pre-funded warrants | $ 0.001 | |
Other warrants | $ 9.757 |
Fair Value Measurements. (Det_2
Fair Value Measurements. (Details) - Schedule of used and related fair value for the warrants - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of used and related fair value for the warrants [Abstract] | ||
Original Issuance | Dec. 22, 2019 | Dec. 22, 2019 |
Exercise Price (in Dollars per share) | $ 1 | $ 1 |
Volatility | 178.00% | 76.00% |
Risk Free Interest Rate | 0.08% | 1.66% |
Term (years) | 1 month 6 days | 3 years |
Fair Value (in Dollars) | $ 8,474 | $ 977 |
Fair Value Measurements. (Det_3
Fair Value Measurements. (Details) - Schedule of fair value of pre-funded warrants and other warrants $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Pre-funded Warrant [Member] | |
Fair Value Measurements. (Details) - Schedule of fair value of pre-funded warrants and other warrants [Line Items] | |
Valuation Date | Oct. 28, 2020 |
Exercise Price (in Dollars per share) | $ / shares | $ 0.01 |
Volatility | 97.00% |
Risk Free Interest Rate | 0.34% |
Term (years) | 5 years |
Fair Value (in Dollars) | $ | $ 23,638 |
Other Warrant [Member] | |
Fair Value Measurements. (Details) - Schedule of fair value of pre-funded warrants and other warrants [Line Items] | |
Valuation Date | Oct. 28, 2020 |
Exercise Price (in Dollars per share) | $ / shares | $ 9.76 |
Volatility | 134.00% |
Risk Free Interest Rate | 0.14% |
Term (years) | 1 year 6 months |
Fair Value (in Dollars) | $ | $ 27,048 |
Pre-funded Warrant [Member] | |
Fair Value Measurements. (Details) - Schedule of fair value of pre-funded warrants and other warrants [Line Items] | |
Valuation Date | Nov. 16, 2020 |
Exercise Price (in Dollars per share) | $ / shares | $ 0.01 |
Volatility | 97.00% |
Risk Free Interest Rate | 0.40% |
Term (years) | 4 years 11 months 12 days |
Fair Value (in Dollars) | $ | $ 21,916 |
Other Warrant [Member] | |
Fair Value Measurements. (Details) - Schedule of fair value of pre-funded warrants and other warrants [Line Items] | |
Valuation Date | Nov. 24, 2020 |
Exercise Price (in Dollars per share) | $ / shares | $ 9.76 |
Volatility | 135.00% |
Risk Free Interest Rate | 0.13% |
Term (years) | 1 year 5 months 12 days |
Fair Value (in Dollars) | $ | $ 31,231 |
Fair Value Measurements. (Det_4
Fair Value Measurements. (Details) - Schedule of fair values of warrants based on unobservable inputs $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Warrants to Senior Noteholders [Member] | |
Fair Value Measurements. (Details) - Schedule of fair values of warrants based on unobservable inputs [Line Items] | |
Beginning balance | $ 977 |
Issuance of warrants in October 2020 offering | |
Exercise of warrants/reclass to equity in 2020 | (8,474) |
Adjustments to fair value for 2020 | 7,497 |
Ending balance | |
Pre-funded Warrants [Member] | |
Fair Value Measurements. (Details) - Schedule of fair values of warrants based on unobservable inputs [Line Items] | |
Beginning balance | |
Issuance of warrants in October 2020 offering | 23,638 |
Exercise of warrants/reclass to equity in 2020 | (21,917) |
Adjustments to fair value for 2020 | (1,721) |
Ending balance | |
Other Warrants [Member] | |
Fair Value Measurements. (Details) - Schedule of fair values of warrants based on unobservable inputs [Line Items] | |
Beginning balance | |
Issuance of warrants in October 2020 offering | 27,048 |
Exercise of warrants/reclass to equity in 2020 | (31,231) |
Adjustments to fair value for 2020 | 4,183 |
Ending balance |
Fair Value Measurements. (Det_5
Fair Value Measurements. (Details) - Schedule of recurring and nonrecurring fair value measurements - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Assets: | |||
Asset | $ 36,826 | $ 93,032 | |
Derivative Financial Instruments, Assets [Member] | |||
Assets: | |||
Asset | 15,839 | 17,149 | |
Long-lived assets held-for-sale [Member] | |||
Assets: | |||
Asset | 1,000 | 58,295 | |
Large U,S Equity [Member] | |||
Assets: | |||
Asset | [1],[2] | $ 5,612 | $ 5,470 |
Benefit Plan Percentage Allocation | [1],[2] | 28.00% | 31.00% |
Small/Mid U.S Equity [Member] | |||
Assets: | |||
Asset | [1],[3] | $ 3,684 | $ 2,605 |
Benefit Plan Percentage Allocation | [1],[3] | 18.00% | 15.00% |
International Equity [Member] | |||
Assets: | |||
Asset | [1],[4] | $ 2,909 | $ 2,921 |
Benefit Plan Percentage Allocation | [1],[4] | 15.00% | 17.00% |
Fixed Income [Member] | |||
Assets: | |||
Asset | [1],[5] | $ 7,782 | $ 6,592 |
Benefit Plan Percentage Allocation | [1],[5] | 39.00% | 37.00% |
Derivative Financial Instruments, Liabilities [Member] | |||
Liabilities: | |||
Liabilities | $ 13,582 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Asset | 15,839 | 17,149 | |
Fair Value, Inputs, Level 1 [Member] | Derivative Financial Instruments, Assets [Member] | |||
Assets: | |||
Asset | 15,839 | 17,149 | |
Fair Value, Inputs, Level 1 [Member] | Long-lived assets held-for-sale [Member] | |||
Assets: | |||
Asset | |||
Fair Value, Inputs, Level 1 [Member] | Large U,S Equity [Member] | |||
Assets: | |||
Asset | [1],[2] | ||
Fair Value, Inputs, Level 1 [Member] | Small/Mid U.S Equity [Member] | |||
Assets: | |||
Asset | [1],[3] | ||
Fair Value, Inputs, Level 1 [Member] | International Equity [Member] | |||
Assets: | |||
Asset | [1],[4] | ||
Fair Value, Inputs, Level 1 [Member] | Fixed Income [Member] | |||
Assets: | |||
Asset | [1],[5] | ||
Fair Value, Inputs, Level 1 [Member] | Derivative Financial Instruments, Liabilities [Member] | |||
Liabilities: | |||
Liabilities | 13,582 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Assets: | |||
Asset | 19,987 | 17,588 | |
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Assets [Member] | |||
Assets: | |||
Asset | |||
Fair Value, Inputs, Level 2 [Member] | Long-lived assets held-for-sale [Member] | |||
Assets: | |||
Asset | |||
Fair Value, Inputs, Level 2 [Member] | Large U,S Equity [Member] | |||
Assets: | |||
Asset | [1],[2] | 5,612 | 5,470 |
Fair Value, Inputs, Level 2 [Member] | Small/Mid U.S Equity [Member] | |||
Assets: | |||
Asset | [1],[3] | 3,684 | 2,605 |
Fair Value, Inputs, Level 2 [Member] | International Equity [Member] | |||
Assets: | |||
Asset | [1],[4] | 2,909 | 2,921 |
Fair Value, Inputs, Level 2 [Member] | Fixed Income [Member] | |||
Assets: | |||
Asset | [1],[5] | 7,782 | 6,592 |
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Liabilities [Member] | |||
Liabilities: | |||
Liabilities | |||
Fair Value, Inputs, Level 3 [Member] | |||
Assets: | |||
Asset | 1,000 | 58,295 | |
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Assets [Member] | |||
Assets: | |||
Asset | |||
Fair Value, Inputs, Level 3 [Member] | Long-lived assets held-for-sale [Member] | |||
Assets: | |||
Asset | 1,000 | 58,295 | |
Fair Value, Inputs, Level 3 [Member] | Large U,S Equity [Member] | |||
Assets: | |||
Asset | [1],[2] | ||
Fair Value, Inputs, Level 3 [Member] | Small/Mid U.S Equity [Member] | |||
Assets: | |||
Asset | [1],[3] | ||
Fair Value, Inputs, Level 3 [Member] | International Equity [Member] | |||
Assets: | |||
Asset | [1],[4] | ||
Fair Value, Inputs, Level 3 [Member] | Fixed Income [Member] | |||
Assets: | |||
Asset | [1],[5] | ||
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | |||
Liabilities: | |||
Liabilities | |||
[1] | See Note 9 for accounting discussion. | ||
[2] | This category includes investments in funds comprised of equity securities of large U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. | ||
[3] | This category includes investments in funds comprised of equity securities of small- and medium-sized U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. | ||
[4] | This category includes investments in funds comprised of equity securities of foreign companies including emerging markets. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. | ||
[5] | This category includes investments in funds comprised of U.S. and foreign investment-grade fixed income securities, high-yield fixed income securities that are rated below investment-grade, U.S. treasury securities, mortgage-backed securities, and other asset-backed securities. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. |
Subsequent Events (Details)
Subsequent Events (Details) - Acquisition of Eagle Alcohol [Member] - USD ($) $ / shares in Units, $ in Millions | Jan. 14, 2022 | Jan. 01, 2021 | Feb. 23, 2022 |
Subsequent Events (Details) [Line Items] | |||
Net sales | $ 1,243.6 | ||
Pre-tax income | $ 51.2 | ||
Diluted earnings per share (in Dollars per share) | $ 0.66 | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Membership interests percentage | 100.00% | ||
Purchase price | $ 14 | ||
Net working capital | 1.3 | ||
Contingent consideration | 14 | ||
Cash | 9 | ||
Common stock value | 5 | ||
Net sales | 2,021 | ||
Net sales | 35.7 | ||
Pre-tax income | 3.6 | ||
Acquired tangible assets | 8.6 | ||
Intangible assets including goodwill | 12.8 | ||
Estimates liabilities | $ 6.1 | ||
Principal balance | $ 1.6 |