Attached files

file filename
EX-10.13 - INTERCREDITOR AGREEMENT DATED AS OF MARCH 20, 2020 BETWEEN THE PEKIN LENDERS AND - Alto Ingredients, Inc.ea119964ex10-13_pacific.htm
EX-10.12 - INTERCREDITOR AGREEMENT DATED AS OF MARCH 20, 2020 BY AND AMONG CORTLAND PRODUCT - Alto Ingredients, Inc.ea119964ex10-12_pacific.htm
EX-10.11 - SECURITY AGREEMENT EFFECTIVE AS OF MARCH 20, 2020 BY AND BETWEEN PACIFIC ETHANOL - Alto Ingredients, Inc.ea119964ex10-11_pacific.htm
EX-10.10 - THIRD AMENDMENT TO SECURITY AGREEMENT EFFECTIVE AS OF MARCH 20, 2020 BY AND AMON - Alto Ingredients, Inc.ea119964ex10-10_pacific.htm
EX-10.9 - SECURITY AGREEMENT DATED MARCH 20, 2020 BY AND AMONG PACIFIC ETHANOL WEST, LLC, - Alto Ingredients, Inc.ea119964ex10-9_pacific.htm
EX-10.8 - PLEDGE AGREEMENT DATED MARCH 20, 2020 BY AND AMONG PACIFIC ETHANOL CENTRAL, LLC, - Alto Ingredients, Inc.ea119964ex10-8_pacific.htm
EX-10.7 - PLEDGE AGREEMENT DATED MARCH 20, 2020 BY AND AMONG PACIFIC ETHANOL CENTRAL, LLC, - Alto Ingredients, Inc.ea119964ex10-7_pacific.htm
EX-10.6 - PLEDGE AGREEMENT DATED MARCH 20, 2020 BY AND AMONG PACIFIC ETHANOL CENTRAL, LLC, - Alto Ingredients, Inc.ea119964ex10-6_pacific.htm
EX-10.5 - SECURITY AGREEMENT DATED MARCH 20, 2020 BY AND BETWEEN PACIFIC ETHANOL CENTRAL, - Alto Ingredients, Inc.ea119964ex10-5_pacific.htm
EX-10.4 - SECURITY AGREEMENT DATED MARCH 20, 2020 BY ILLINOIS CORN PROCESSING, LLC IN FAVO - Alto Ingredients, Inc.ea119964ex10-4_pacific.htm
EX-10.3 - NOTE AMENDMENT NO. 5 DATED AS OF MARCH 20, 2020 BY AND AMONG PACIFIC ETHANOL, IN - Alto Ingredients, Inc.ea119964ex10-3_pacific.htm
EX-10.2 - AMENDMENT NO. 8 TO CREDIT AGREEMENT DATED AS OF MARCH 20, 2020 BY AND AMONG PACI - Alto Ingredients, Inc.ea119964ex10-2_pacific.htm
EX-10.1 - AMENDMENT NO. 2 TO CREDIT AGREEMENT DATED AS OF MARCH 20, 2020 BY AND AMONG ILLI - Alto Ingredients, Inc.ea119964ex10-1_pacific.htm
8-K - CURRENT REPORT - Alto Ingredients, Inc.ea119964-8k_pacific.htm

Exhibit 99.1

 

 

Company IR Contact: IR Agency Contact: Media Contact:
Pacific Ethanol, Inc. Moriah Shilton Paul Koehler
916-403-2755 LHA Pacific Ethanol, Inc.
Investorrelations@pacificethanol.com 415-433-3777 916-403-2790
  paulk@pacificethanol.com

 

Pacific Ethanol Reports Fourth Quarter and Full-Year 2019 Results

 

Sacramento, CA, March 26, 2020– Pacific Ethanol, Inc. (NASDAQ: PEIX), a leading producer and marketer of low-carbon renewable fuels and high-quality alcohol products in the United States, reported its financial results for the three and twelve months ended December 31, 2019.

 

Highlights

 

On track to close the sale of the company’s interest in Pacific Aurora, LLC to Aurora Cooperative Elevator Company

 

Idling capacity in response to the unprecedented decline in gasoline and ethanol demand due to the impacts of the coronavirus

 

Shipping significant volumes of high-quality alcohol from the company’s Pekin, Illinois ICP facility for the production of hand sanitizers

 

Amended agreements with lenders to defer interest and principal payments for two months

 

Engaged a Chief Restructuring Officer on a consulting basis to assist the company in negotiating with lenders and implementing strategic initiatives

 

Neil Koehler, Pacific Ethanol’s president and CEO, stated: “The margin improvements we saw in the first half of the fourth quarter of 2019 have been overwhelmed by excessive ethanol supplies and plummeting demand as a result of the coronavirus pandemic. As a result, the industry has returned to an acute negative margin environment.

 

“In response to the coronavirus, our Pekin, Illinois ICP facility is producing and shipping record amounts of our high-quality alcohol, as a key ingredient in the production of hand sanitizers. We are also manufacturing the finished hand sanitizer product at our Illinois plants to donate to local communities.”

 

1 

 

 

 

 

“We are encouraged by the decision of the Trump Administration to not appeal the 10th Circuit court decision that, if applied nationally as expected, will eliminate the inappropriate granting of Small Refinery Exemptions and increase the demand for renewable fuels.

 

“These are challenging times for our country and for our company. Even so, given the continued compelling cost, octane and carbon benefits of ethanol, we firmly believe in the industry’s long-term growth prospects. We are working constructively with our lenders, customers and suppliers to put the company in the best position to thrive in the future,” concluded Koehler.

 

Strategic Initiatives Progress

 

In March, Pacific Ethanol secured a two-month deferral of principal and interest payments on its secured debt through May 20th, as the company works with its lenders to restructure its balance sheet and improve liquidity while continuing to pursue its strategic initiatives. To support Pacific Ethanol in these efforts, the company has engaged a Chief Restructuring Officer, Winston Mar, on a consulting basis. In addition, the company is on track to close the sale of its 74% ownership interest in Pacific Aurora, LLC to Aurora Cooperative Elevator Company, the definitive agreement for which the company signed in February.

 

Financial Results for the Three Months Ended December 31, 2019 Compared to 2018

 

Net sales were $357.6 million, compared to $334.4 million.

 

Total gallons sold of 195.5 million, compared to 209.4 million.

 

Total production gallons sold of 125.4 million, compared to 131.1 million.

 

Cost of goods sold was $354.4 million, compared to $355.4 million.

 

Gross profit was $3.2 million, compared to a gross loss of $21.0 million.

 

Selling, general and administrative expenses were $11.8 million, compared to $9.2 million.

 

Operating loss was $37.9 million and included a $29.3 million asset impairment charge, compared to $30.2 million.

 

Loss available to common stockholders was $41.4 million, or $0.85 per share, compared to $32.3 million, or $0.74 per share.

 

Adjusted EBITDA was positive $1.9 million compared to negative $18.0 million.

 

Cash and cash equivalents were $19.0 million at December 31, 2019, compared to $26.6 million at December 31, 2018.

 

2 

 

 

 

Financial Results for the Twelve Months Ended December 31, 2019 Compared to 2018

 

Net sales were $1,424.9 million, compared to $1,515.4 million.

 

Cost of goods sold was $1,434.8 million, compared to $1,530.5 million.

 

Gross loss was $9.9 million, compared to a gross loss of $15.2 million.

 

Selling, general and administrative expenses were $35.5 million, compared to $36.4 million.

 

Operating loss was $74.7 million, compared to $51.5 million.

 

Loss available to common stockholders was $90.2 million, or $1.90 per share, compared to $61.5 million, or $1.42 per share.

 

Adjusted EBITDA was negative $1.7 million, compared to negative $5.1 million.

 

Fourth Quarter 2019 Results Conference Call

 

Management will host a conference call at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time on March 27, 2020. CEO Neil Koehler and CFO Bryon McGregor will deliver prepared remarks followed by a question and answer session.

 

The webcast for the call can be accessed from Pacific Ethanol’s website at www.pacificethanol.com. Alternatively, you may dial the following number up to ten minutes prior to the scheduled conference call time: (877) 847-6066. International callers should dial 00-1 (970) 315-0267. The pass code will be 7173715. If you are unable to participate on the live call, the webcast will be archived for replay on Pacific Ethanol’s website for one year. In addition, a telephonic replay will be available at 2:00 p.m. Eastern Time on Friday, March 27, 2020, 11:59 p.m. Eastern Time on Friday, April 3, 2020. To access the replay, please dial (855) 859-2056. International callers should dial 00-1-(404) 537-3406. The pass code will be 7173715.

 

Use of Non-GAAP Measures

 

Management believes that certain financial measures not in accordance with generally accepted accounting principles (“GAAP”) are useful measures of operations. The company defines Adjusted EBITDA as unaudited net income (loss) attributed to Pacific Ethanol before interest expense, provision (benefit) for income taxes, asset impairment, loss on extinguishment of debt, purchase accounting adjustments, fair value adjustments, and depreciation and amortization expense. A table is provided at the end of this release that provides a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure. Management provides this non-GAAP measure so that investors will have the same financial information that management uses, which may assist investors in properly assessing the company’s performance on a period-over-period basis. Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered as an alternative to net income (loss) or any other measure of performance under GAAP, or to cash flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity. Adjusted EBITDA has limitations as an analytical tool and you should not consider this measure in isolation or as a substitute for analysis of the company’s results as reported under GAAP.

 

3 

 

 

 

About Pacific Ethanol, Inc.

 

Pacific Ethanol, Inc. (PEIX) is a leading producer and marketer of low-carbon renewable fuels and high-quality alcohol products in the United States. Pacific Ethanol owns and operates nine production facilities, four in the Western states of California, Oregon and Idaho, and five in the Midwestern states of Illinois and Nebraska. The plants have a combined production capacity of 605 million gallons per year, produce over one million tons per year of ethanol co-products – on a dry matter basis – such as wet and dry distillers grains, wet and dry corn gluten feed, condensed distillers solubles, corn gluten meal, corn germ, corn oil, distillers yeast and CO2. Pacific Ethanol markets and distributes fuel-grade ethanol, high-quality alcohol products and co-products domestically and internationally. Pacific Ethanol’s subsidiary, Kinergy Marketing LLC, markets all ethanol and alcohol products for Pacific Ethanol’s plants as well as for third parties, approaching one billion gallons of ethanol marketed annually based on historical volumes. Pacific Ethanol’s subsidiary, Pacific Ag. Products LLC, markets wet and dry distillers grains. For more information please visit www.pacificethanol.com.

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

 

Statements and information contained in this communication that refer to or include Pacific Ethanol’s estimated or anticipated future results or other non-historical expressions of fact are forward-looking statements that reflect Pacific Ethanol’s current perspective of existing trends and information as of the date of the communication. Forward looking statements generally will be accompanied by words such as “anticipate,” “believe,” “plan,” “could,” “should,” “estimate,” “expect,” “forecast,” “outlook,” “guidance,” “intend,” “may,” “might,” “will,” “possible,” “potential,” “predict,” “project,” or other similar words, phrases or expressions. Such forward-looking statements include, but are not limited to, statements concerning future market conditions, including the supply of and domestic and international demand for ethanol and co-products; the anticipated outcome of Pacific Ethanol’s strategic initiatives, including the sale of its interest in Pacific Aurora LLC; and Pacific Ethanol’s plans, objectives, expectations and intentions. It is important to note that Pacific Ethanol’s plans, objectives, expectations and intentions are not predictions of actual performance. Actual results may differ materially from Pacific Ethanol’s current expectations depending upon a number of factors affecting Pacific Ethanol’s business. These factors include, among others, adverse economic and market conditions, including for ethanol and its co-products and high-quality alcohols; export conditions and international demand for ethanol and co-products, including the failure of a resolution of United States trade disputes with China; fluctuations in the price of and demand for oil and gasoline; raw material costs, including ethanol production input costs, such as corn and natural gas; the effects of the coronavirus on travel and the demand for transportation fuels; and the ability of Pacific Ethanol to timely and successfully execute on its strategic initiatives, including the sale of its interest in Pacific Aurora, LLC, which is subject to financing and other conditions to closing. These factors also include, among others, the inherent uncertainty associated with financial and other projections; the anticipated size of the markets and continued demand for Pacific Ethanol’s products; the impact of competitive products and pricing; the risks and uncertainties normally incident to the ethanol production and marketing industries; changes in generally accepted accounting principles; successful compliance with governmental regulations applicable to Pacific Ethanol’s facilities, products and/or businesses; changes in laws, regulations and governmental policies; the loss of key senior management or staff; and other events, factors and risks previously and from time to time disclosed in Pacific Ethanol’s filings with the Securities and Exchange Commission including, specifically, those factors set forth in the “Risk Factors” section contained in Pacific Ethanol’s Amendment No. 1 to Form S-1 filed with the Securities and Exchange Commission on February 3, 2020.

 

4 

 

 

 

PACIFIC ETHANOL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share data)

 

   Three Months Ended
December 31,
   Year Ended
December 31,
 
   2019   2018   2019   2018 
                 
Net sales  $357,617   $334,415   $1,424,881   $1,515,371 
Cost of goods sold   354,421    355,436    1,434,819    1,530,535 
Gross profit (loss)   3,196    (21,021)   (9,938)   (15,164)
Selling, general and administrative expenses   11,823    9,190    35,453    36,373 
Asset impairment   29,292        29,292     
Loss from operations   (37,919)   (30,211)   (74,683)   (51,537)
Loss on debt extinguishment   (6,517)       (6,517)    
Interest expense, net   (5,192)   (4,257)   (20,206)   (17,132)
Other income (expense), net   (147)   (62)   104    171 
Loss before provision (benefit) for income taxes   (49,775)   (34,530)   (101,302)   (68,498)
Provision (benefit) for income taxes   (20)   1    (20)   (562)
Consolidated net loss   (49,755)   (34,531)   (101,282)   (67,936)
Net loss attributed to noncontrolling interests   8,671    2,521    12,333    7,663 
Net loss attributed to Pacific Ethanol, Inc.  $(41,084)  $(32,010)  $(88,949)  $(60,273)
Preferred stock dividends  $(319)  $(319)  $(1,265)  $(1,265)
Net loss available to common stockholders  $(41,403)  $(32,329)  $(90,214)  $(61,538)
Net loss per share, basic and diluted  $(0.85)  $(0.74)  $(1.90)  $(1.42)
Weighted-average shares outstanding, basic and diluted   48,438    43,969    47,384    43,376 

 

5 

 

 

 

PACIFIC ETHANOL, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except par value)

 

   December 31,   December 31, 
ASSETS  2019   2018 
Current Assets:        
Cash and cash equivalents  $18,997   $26,627 
Accounts receivable, net   74,307    67,636 
Inventories   60,600    57,820 
Prepaid inventory   1,528    3,090 
Assets held-for-sale   86,264     
Other current assets   6,868    13,631 
Total current assets   248,564    168,804 
Property and equipment, net   332,526    482,657 
Other Assets:          
Right of use operating lease assets, net   24,346     
Intangible assets   2,678    2,678 
Other assets   4,381    5,842 
Total other assets   31,405    8,520 
Total Assets  $612,495   $659,981 

 

6 

 

 

 

 

PACIFIC ETHANOL, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(unaudited, in thousands, except par value)

 

   December 31,   December 31, 
LIABILITIES AND STOCKHOLDERS’ EQUITY  2019   2018 
Current Liabilities:        
Accounts payable – trade  $29,277   $48,176 
Accrued liabilities   22,331    23,421 
Current portion – operating leases   3,457     
Current portion – long-term debt   63,000    146,671 
Derivative instruments   1,860    6,309 
Liabilities held-for-sale   34,413     
Other current liabilities   6,060    7,282 
Total current liabilities   160,398    231,859 
           
Long-term debt, net of current portion   180,795    84,767 
Operating leases, net of current portion   21,171     
Other liabilities   23,086    23,990 
Total Liabilities   385,450    340,616 
           
Stockholders’ Equity:          
Pacific Ethanol, Inc. Stockholders’ Equity:          
Preferred stock, $0.001 par value; 10,000 shares authorized; Series A: 0 shares issued and outstanding as of December 31, 2019 and 2018 Series B: 927 shares issued and outstanding as of December 31, 2019 and 2018   1    1 
Common stock, $0.001 par value; 300,000 shares authorized; 55,508 and 45,771 shares issued and outstanding as of December 31, 2019 and 2018, respectively   56    46 
Non-voting common stock, $0.001 par value; 3,553 shares authorized; 1 share issued and outstanding as of December 31, 2019 and 2018        
Additional paid-in capital   942,307    932,179 
Accumulated other comprehensive loss   (2,370)   (2,459)
Accumulated deficit   (720,214)   (630,000)
Total Pacific Ethanol, Inc. Stockholders’ Equity   219,780    299,767 
Noncontrolling Interests   7,265    19,598 
Total Stockholders’ Equity   227,045    319,365 
Total Liabilities and Stockholders’ Equity  $612,495   $659,981 

 

7 

 

 

 

Reconciliation of Adjusted EBITDA to Net Loss

  

   Three Months Ended
December 31,
   Years Ended
December 31,
 
(unaudited)  2019   2018   2019   2018 
Net loss attributed to Pacific Ethanol  $(41,084)  $(32,010)  $(88,949)  $(60,273)
Adjustments:                    
Interest expense*   5,192    4,255    20,206    16,898 
Asset impairment*   21,655        21,655     
Loss on debt extinguishment   6,517        6,517     
Benefit for income taxes   (20)   1    (20)   (562)
Depreciation and amortization expense*   9,648    9,706    38,880    38,806 
Total adjustments   42,992    13,962    87,238    55,142 
Adjusted EBITDA  $1,908   $(18,048)  $(1,711)  $(5,131)

 

 

* Adjusted for noncontrolling interests.

 

8 

 

 

 

 

Commodity Price Performance

 

   Three Months Ended
December 31,
   Years Ended
December 31,
 
(unaudited)  2019   2018   2019   2018 
Production gallons sold (in millions)   125.4    131.1    491.0    556.2 
Third party gallons sold (in millions)   70.1    78.3    328.4    326.8 
Total gallons sold (in millions)   195.5    209.4    819.4    883.0 
                     
Production capacity utilization   82%   85%   81%   92%
                     
Average ethanol sales price per gallon  $1.70   $1.45   $1.61   $1.57 
Average CBOT ethanol price per gallon  $1.42   $1.26   $1.39   $1.37 
                     
Corn cost – CBOT equivalent  $3.93   $3.63   $3.83   $3.66 
Average basis  $0.46   $0.22   $0.43   $0.25 
Delivered cost of corn  $4.39   $3.85   $4.26   $3.91 
                     
Total co-product tons sold (in thousands)   725.7    731.0    2,821.7    3,096.2 
Co-product return % (1)   35.6%   37.8%   35.1%   36.5%

 

 

(1) Co-product revenue as a percentage of delivered cost of corn.    

 

 

9