Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 27, 2020 | Jun. 28, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Pacific Ethanol, Inc. | ||
Entity Central Index Key | 0000778164 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Emerging Growth Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Reporting Status Current | Yes | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Public Float | $ 36,400,000 | ||
Entity Common Stock, Shares Outstanding | 55,893,014 | ||
Entity File Number | 000-21467 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 18,997 | $ 26,627 |
Accounts receivable, net of allowance for doubtful accounts of $39 and $12, respectively | 74,307 | 67,636 |
Inventories | 60,600 | 57,820 |
Prepaid inventory | 1,528 | 3,090 |
Derivative assets | 2,438 | 1,765 |
Assets held-for-sale | 69,764 | |
Other current assets | 4,430 | 11,866 |
Total current assets | 232,064 | 168,804 |
Property and equipment, net | 332,526 | 482,657 |
Other Assets: | ||
Right of use operating lease assets, net | 24,346 | |
Assets held-for-sale | 16,500 | |
Intangible asset | 2,678 | 2,678 |
Other assets | 4,381 | 5,842 |
Total other assets | 47,905 | 8,520 |
Total Assets | 612,495 | 659,981 |
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, net | 63,000 | 146,671 |
Derivative liabilities | 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 |
Commitments and contingencies (Notes 1, 8, 9, 10 and 15) | ||
Stockholders' Equity: | ||
Common stock, $0.001 par value; 300,000,000 shares authorized; 55,508,314 and 45,771,422 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 56 | 46 |
Non-voting common stock, $0.001 par value; 3,553,000 shares authorized; 896 shares 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 |
Series A Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock, value | ||
Series B Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock, value | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, net of allowance | $ 39 | $ 12 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 55,508,314 | 45,771,422 |
Common stock, outstanding | 55,508,314 | 45,771,422 |
Series A Preferred Stock | ||
Preferred stock, authorized | 1,684,375 | 1,684,375 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Series B Preferred Stock | ||
Preferred stock, authorized | 1,580,790 | 1,580,790 |
Preferred stock, issued | 926,942 | 926,942 |
Preferred stock, outstanding | 926,942 | 926,942 |
Liquidation preference | $ 18,394 | |
Nonvoting Common Stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 3,553,000 | 3,553,000 |
Common stock, issued | 896 | 896 |
Common stock, outstanding | 896 | 896 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Net sales | $ 1,424,881 | $ 1,515,371 |
Cost of goods sold | 1,434,819 | 1,530,535 |
Gross loss | (9,938) | (15,164) |
Selling, general and administrative expenses | 35,453 | 36,373 |
Asset impairment | 29,292 | |
Loss from operations | (74,683) | (51,537) |
Loss on debt extinguishment | (6,517) | |
Interest expense, net | (20,206) | (17,132) |
Other income, net | 104 | 171 |
Loss before benefit for income taxes | (101,302) | (68,498) |
Benefit for income taxes | 20 | 562 |
Consolidated net loss | (101,282) | (67,936) |
Net loss attributed to noncontrolling interests | 12,333 | 7,663 |
Net loss attributed to Pacific Ethanol, Inc. | (88,949) | (60,273) |
Preferred stock dividends | (1,265) | (1,265) |
Loss available to common stockholders | $ (90,214) | $ (61,538) |
Loss per share, basic and diluted | $ (1.9) | $ (1.42) |
Weighted-average shares outstanding, basic and diluted | 47,384 | 43,376 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Consolidated net loss | $ (101,282) | $ (67,936) |
Other comprehensive income (expense) - net gain (loss) arising during the period on defined benefit pension plans | 89 | (225) |
Total comprehensive loss | (101,193) | (68,161) |
Comprehensive loss attributed to noncontrolling interests | 12,333 | 7,663 |
Comprehensive loss attributed to Pacific Ethanol, Inc. | $ (88,860) | $ (60,498) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accum. Other Comprehensive Income (Loss) | Non-Controlling Interests | Total |
Balance at Beginning at Dec. 31, 2017 | $ 1 | $ 44 | $ 927,090 | $ (568,462) | $ (2,234) | $ 27,261 | $ 383,700 |
Balance at Beginning (in shares) at Dec. 31, 2017 | 927 | 43,986 | |||||
Stock-based compensation expense - restricted stock and options to employees and directors, net of cancellations and tax | $ 1 | 3,033 | 3,034 | ||||
Stock-based compensation expense - restricted stock and options to employees and directors, net of cancellations and tax, Shares | 947 | ||||||
Common stock issuances | $ 1 | 2,056 | 2,057 | ||||
Common stock issuances (in shares) | 838 | ||||||
Pension plan adjustment | (225) | (225) | |||||
Preferred stock dividends | (1,265) | (1,265) | |||||
Net loss | (60,273) | (7,663) | (67,936) | ||||
Balance at End at Dec. 31, 2018 | $ 1 | $ 46 | 932,179 | (630,000) | (2,459) | 19,598 | 319,365 |
Balance at End (in shares) at Dec. 31, 2018 | 927 | 45,771 | |||||
Stock-based compensation expense - restricted stock and options to employees and directors, net of cancellations and tax | $ 1 | 2,650 | 2,651 | ||||
Stock-based compensation expense - restricted stock and options to employees and directors, net of cancellations and tax, Shares | 1,069 | ||||||
Common stock issuances ATM | $ 3 | 3,667 | 3,670 | ||||
Common stock issuances ATM, Shares | 3,137 | ||||||
Senior Notes Amendment: Stock Issuance | $ 6 | 3,811 | 3,817 | ||||
Senior Notes Amendment: Stock Issuance, Shares | 5,531 | ||||||
Pension plan adjustment | 89 | 89 | |||||
Preferred stock dividends | (1,265) | (1,265) | |||||
Net loss | (88,949) | (12,333) | (101,282) | ||||
Balance at End at Dec. 31, 2019 | $ 1 | $ 56 | $ 942,307 | $ (720,214) | $ (2,370) | $ 7,265 | $ 227,045 |
Balance at End (in shares) at Dec. 31, 2019 | 927 | 55,508 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Activities: | ||
Consolidated net loss | $ (101,282) | $ (67,936) |
Adjustments to reconcile consolidated net loss to cash provided by (used in) operating activities: | ||
Depreciation and amortization of intangibles | 47,909 | 40,849 |
Asset impairment | 29,292 | |
Loss on debt extinguishment | 6,517 | |
Deferred income taxes | 2 | 27 |
Inventory valuation | (350) | |
(Gain) loss on derivative instruments | (555) | 6,714 |
Amortization of deferred financing costs | 511 | 900 |
Amortization of debt discounts | 689 | 720 |
Noncash compensation | 2,809 | 3,438 |
Bad debt expense | 27 | 45 |
Interest expense added to Senior Notes | 1,185 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,698) | 12,663 |
Inventories | (2,780) | 4,080 |
Prepaid expenses and other assets | 10,197 | (3,880) |
Prepaid inventory | 1,562 | 191 |
Operating leases | (10,161) | |
Accounts payable and accrued expenses | (2,587) | 4,105 |
Net cash provided by (used in) operating activities | (23,363) | 1,566 |
Investing Activities: | ||
Additions to property and equipment | (3,281) | (15,154) |
Net cash used in investing activities | (3,281) | (15,154) |
Financing Activities: | ||
Proceeds from issuances of common stock | 3,670 | 2,057 |
Proceeds from CoGen contract amendment | 8,036 | |
Proceeds from assessment financing | 2,043 | |
Payments on assessment financing | (415) | |
Net proceeds (payments) on Kinergy's line of credit | 21,282 | 7,578 |
Payments on plant borrowings | (8,000) | (16,500) |
Payments on senior notes | (3,748) | (2,000) |
Preferred stock dividend payments | (946) | (1,265) |
Payments on capital leases | (772) | |
Debt issuance costs | (1,280) | |
Net cash provided by (used in) financing activities | 19,014 | (9,274) |
Net decrease in cash and cash equivalents | (7,630) | (22,862) |
Cash and cash equivalents at beginning of period | 26,627 | 49,489 |
Cash and cash equivalents at end of period | 18,997 | 26,627 |
Supplemental Information: | ||
Interest paid | 18,763 | 15,147 |
Income tax refunds | 743 | |
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 | 979 | |
Accrued preferred stock dividends | $ 319 |
ORGANIZATION AND SIGNIFICANT AC
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. | 12 Months Ended |
Dec. 31, 2019 | |
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 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. On December 15, 2016, concurrently with the closing under the contribution agreement, the Company sold a portion of its equity interest in Pacific Aurora to ACEC. As a result, the Company owns 73.93% of Pacific Aurora and ACEC owns 26.07% of Pacific Aurora. Further, the Company has consolidated 100% of the results of Pacific Aurora and recorded ACEC's 26.07% equity interest as noncontrolling interests in the accompanying financial statements for all periods presented. The Company is a leading producer and marketer of low-carbon renewable fuels in the United States. The Company's four ethanol plants in the Western United States (together with their respective holding companies, the "Pacific Ethanol West Plants") are located in close proximity to both feed and ethanol customers and thus enjoy unique advantages in efficiency, logistics and product pricing. The Company's five ethanol plants in the Midwest (together with their respective holding companies, the "Pacific Ethanol Central Plants") are located in the heart of the Corn Belt, benefit from low-cost and abundant feedstock production and allow for access to many additional domestic markets. In addition, the Company's ability to load unit trains from these facilities in the Midwest allows for greater access to international markets. The Company has a combined production capacity of 605 million gallons per year, markets, on an annualized basis, nearly 1.0 billion gallons of ethanol and specialty alcohols, and produces, on an annualized basis, over 3.0 million tons of 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, dried yeast and CO 2 As of December 31, 2019, all but one of the Company's production facilities, specifically, the Company's Aurora East facility, 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. Basis of Presentation Liquidity The Company has agreed with its lenders to present by April 20, 2020 a comprehensive plan to restructure its assets and liabilities. The Company has appointed a chief restructuring officer to facilitate the development of such a plan and to assist in the Company's present strategic initiatives. The Company expects the plan will include completing planned asset sales, additional assets sales, soliciting new investments in the Company or its assets, further debt payment deferrals and reductions, cutting overhead expenses and other cash preserving initiatives. The Company intends that the plan will provide the means to maintain sufficient liquidity for the next twelve months. Segments Segment Reporting Cash and Cash Equivalents 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 the Company's customers were to deteriorate, resulting in an impairment of ability to make payments, additional allowances may be required. Of the accounts receivable balance, approximately $63,736,000 and $54,820,000 at December 31, 2019 and 2018, respectively, were used as collateral under Kinergy's operating line of credit. The allowance for doubtful accounts was $39,000 and $12,000 as of December 31, 2019 and 2018, respectively. The Company recorded a bad debt expense of $27,000 and $45,000 for the years ended December 31, 2019 and 2018, respectively. The Company does not have any off-balance sheet credit exposure related to its customers. Concentration Risks The Company sells fuel-grade ethanol to gasoline refining and distribution companies. The Company sold ethanol to customers representing 10% or more of the Company's total net sales, as follows. Years Ended December 31, 2019 2018 Customer A 12 % 14 % Customer B 10 % 11 % The Company had accounts receivable due from these customers totaling $15,624,000 and $13,405,000, representing 21% and 20% of total accounts receivable, as of December 31, 2019 and 2018, respectively. The Company purchases corn, its largest cost component in producing ethanol, 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, 2019 2018 Supplier A 18 % 17 % Supplier B 11 % 11 % Supplier C 10 % 14 % Supplier D 10 % 10 % As of December 31, 2019, approximately 37% of the Company's employees are covered by a collective bargaining agreement. Inventories December 31, 2019 2018 Finished goods $ 38,194 $ 35,778 Work in progress 7,426 6,855 Raw materials 7,890 7,233 Low-carbon and RIN credits 5,690 6,130 Other 1,400 1,824 Total $ 60,600 $ 57,820 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 Effective January 1, 2018, the Company adopted ASC 606 using the modified retrospective method for all of its contracts. Following the adoption of ASC 606, the Company continues to recognize revenue at a point-in-time when control of goods transfers to the customer. The timing of recognition is consistent with the Company's previous revenue recognition accounting policy under which the Company recognized revenue when title and risk of loss pass to the customer and collectability was reasonably assured. In addition, ASC 606 did not impact the Company's presentation of revenue on a gross or net basis. The Company recognizes revenue primarily from sales of ethanol and its related co-products. The Company has nine ethanol production facilities from which it produces and sells ethanol to its customers through Kinergy. Kinergy enters into sales contracts with ethanol customers under exclusive intercompany ethanol sales agreements with each of the Company's nine ethanol plants. Kinergy also acts as a principal when it purchases third party ethanol which it resells to its customers. Finally, Kinergy has exclusive sales agreements with other third-party owned ethanol plants under which it sells their ethanol production 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 nine ethanol production facilities from which it produces and sells co-products to its customers through PAP. PAP enters into sales contracts with co-product customers under exclusive intercompany co-product sales agreements with each of the Company's nine ethanol plants. The Company recognizes revenue from sales of ethanol and co-products at the point in time when the customer obtains control of such 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 ethanol or co-products 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 for the Company's revenue by type of contracts. 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, 2019 Loss Shares Per-Share Net loss attributed to Pacific Ethanol $ (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 ) Year Ended December 31, 2018 Loss Shares Per-Share Net loss attributed to Pacific Ethanol $ (60,273 ) Less: Preferred stock dividends (1,265 ) Basic and Diluted loss per share: Loss available to common stockholders $ (61,538 ) 43,376 $ (1.42 ) There were an aggregate 635,000 potentially dilutive shares from convertible securities outstanding as of December 31, 2019 and 2018. These convertible securities were not considered in calculating diluted income (loss) per common share for the years ended December 31, 2019 and 2018 as their effect would be anti-dilutive. Financial Instruments Employment-related Benefits Estimates and Assumptions Subsequent Events Reclassifications |
PACIFIC ETHANOL PLANTS.
PACIFIC ETHANOL PLANTS. | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
PACIFIC ETHANOL PLANTS | 2. PACIFIC ETHANOL PLANTS. Pacific Aurora On December 15, 2016, PE Central closed on an agreement with ACEC under which (i) PE Central contributed to Pacific Aurora 100% of the equity interests of its wholly-owned subsidiaries, Pacific Ethanol Aurora East, LLC ("AE") and Pacific Ethanol Aurora West, LLC ("AW"), which owned the Company's Aurora East and Aurora West ethanol plants, respectively, and (ii) ACEC contributed to Pacific Aurora its grain elevator adjacent to the Aurora East and Aurora West properties and related grain handling assets, including the outer rail loop and the real property on which they are located. Following the closing of these transactions, PE Central owned 73.93% of Pacific Aurora and ACEC owned 26.07% of Pacific Aurora. The Company has consolidated 100% of the results of Pacific Aurora and recorded the amount attributed to ACEC as noncontrolling interests under the voting rights model. Since the Company had control of AE and AW prior to forming Pacific Aurora, there was no gain or loss recorded on the contribution and ultimate sale of a portion of the Company's interests in Pacific Aurora. A noncontrolling interest was recognized to reflect ACEC's proportional ownership interest multiplied by the book value of Pacific Aurora's net assets. As a result, the Company recorded $16.2 million as additional paid-in capital attributed to the difference between Pacific Aurora's book value and the contribution and sale. Held-for-Sale Classification On December 19, 2019, PE Central 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. The Company's analysis resulted in an impairment of $29.3 million in its production segment. The Company has the following assets and liabilities of Pacific Aurora that will be derecognized upon sale of PE Central's interest in Pacific Aurora and as to which the Company will no longer consolidate any portion of Pacific Aurora: Cash and equivalents $ 103 Inventories 2,079 Other current assets 341 Total current assets 2,523 Property and equipment 70,400 Other assets 13,341 Total assets held-for-sale 86,264 Less: noncurrent assets 16,500 Total assets held-for-sale, current portion $ 69,764 Accounts payable and accrued expenses $ 20,711 Other current liabilities 5,497 Total current liabilities 26,208 Other non-current liabilities 8,205 Total liabilities held-for-sale $ 34,413 In addition to the above accounts, upon the sale, the Company will no longer have noncontrolling interests on its balance sheet and no longer record income (loss) of noncontrolling interests for the future periods. For the years ended December 31, 2019 and 2018, Pacific Aurora contributed $163.5 million and $233.6 million in net sales, $43.4 million and $24.3 million in pre-tax loss, and $12.3 million and $7.7 million in net loss attributed to noncontrolling interests, respectively. On February 28, 2020, the Company entered into a definitive membership interest purchase agreement with ACEC for this sale and expects to close the sale during the second quarter of 2020. Upon close, the Company expects to receive total consideration of $52.8 million, subject to certain working capital adjustments, payable in cash and $16.5 million in ACEC promissory notes. The Company expects the promissory notes to be noncurrent upon the sale, and as such has shown the amount as assets held-for-sale noncurrent. |
INTERCOMPANY AGREEMENTS.
INTERCOMPANY AGREEMENTS. | 12 Months Ended |
Dec. 31, 2019 | |
Intercompany Agreements. | |
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. Pacific Ethanol 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. Pacific Ethanol recorded revenues of approximately $12,682,000 and $12,048,000 related to the AMAs in place for the years ended December 31, 2019 and 2018, respectively. These amounts have been eliminated upon consolidation. Ethanol Marketing Agreements Kinergy recorded revenues of approximately $7,900,800 and $8,773,000 related to the ethanol marketing agreements for the years ended December 31, 2019 and 2018, respectively. These amounts have been eliminated upon consolidation. Corn Procurement and Handling Agreements Under these agreements, PAP receives a fee of $0.045 per bushel of corn delivered to each facility as consideration for its procurement and handling services, payable monthly. Effective December 15, 2016, this fee is $0.03 per bushel of corn. 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 plant. PAP recorded revenues of approximately $4,288,000 and $4,531,000 related to the corn procurement and handling agreements for the years ended December 31, 2019 and 2018, respectively. These amounts have been eliminated upon consolidation. Effective December 15, 2016, each Pacific Aurora facility entered into a new grain procurement agreement with ACEC. Under this agreement, ACEC receives a fee of $0.03 per bushel of corn delivered to each facility as consideration for its procurement and handling services, payable monthly. The grain procurement agreement has an initial term of one year and successive one year renewal periods at the option of the individual plant. Pacific Aurora recorded expenses of approximately $1,103,000 and $1,381,000 for the years ended December 31, 2019 and 2018, respectively. These amounts have not been eliminated upon consolidation as they are with a related but unconsolidated third-party. Distillers Grains Marketing Agreements PAP recorded revenues of approximately $6,029,000 and $6,572,000 related to the distillers grains marketing agreements for the years ended December 31, 2019 and 2018, respectively. These amounts have been eliminated upon consolidation. |
SEGMENTS.
SEGMENTS. | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENTS. | 4. SEGMENTS. The Company reports its financial and operating performance in two segments: (1) ethanol production, which includes the production and sale of ethanol, specialty alcohols and co-products, with all of the Company's production facilities aggregated, and (2) marketing and distribution, which includes marketing and merchant trading for Company-produced ethanol, specialty alcohols and co-products, and third-party ethanol. Income before provision for income taxes includes management fees charged by Pacific Ethanol to the segment. The production segment incurred $10,522,000 and $10,248,000 in management fees for the years ended December 31, 2019 and 2018, respectively. The marketing and distribution segment incurred $2,160,000 in management fees for each of the years ended December 31, 2019 and 2018. 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 ethanol produced by the production segment 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. Capital expenditures are substantially all incurred at the Company's production segment. The following tables set forth certain financial data for the Company's operating segments (in thousands): Years Ended December 31, Net Sales 2019 2018 Production, recorded as gross: Ethanol/alcohol sales $ 800,262 $ 859,815 Co-product sales 268,996 296,686 Intersegment sales 1,619 1,995 Total production sales 1,070,877 1,158,496 Marketing and distribution: Ethanol/alcohol sales, gross $ 353,792 $ 357,011 Ethanol/alcohol sales, net 1,831 1,859 Intersegment sales 7,901 8,773 Total marketing and distribution sales 363,524 367,643 Intersegment eliminations (9,520 ) (10,768 ) Net sales as reported $ 1,424,881 $ 1,515,371 Cost of goods sold: Production $ 1,095,742 $ 1,197,507 Marketing and distribution 349,906 343,991 Intersegment eliminations (10,829 ) (10,963 ) Cost of goods sold as reported $ 1,434,819 $ 1,530,535 Income (loss) before benefit for income taxes: Production $ (93,367 ) $ (77,833 ) Marketing and distribution 7,442 18,191 Corporate activities (15,357 ) (8,856 ) $ (101,282 ) $ (68,498 ) Depreciation: Production $ 47,206 $ 40,099 Corporate activities 703 750 $ 47,909 $ 40,849 Interest expense: Production $ 7,569 $ 7,116 Marketing and distribution 3,053 1,388 Corporate activities 9,584 8,628 $ 20,206 $ 17,132 The following table sets forth the Company's total assets by operating segment (in thousands): December 31, December 31, Total assets: Production $ 492,060 $ 532,790 Marketing and distribution 106,863 112,984 Corporate assets 13,572 14,117 $ 612,495 $ 659,891 |
PROPERTY AND EQUIPMENT.
PROPERTY AND EQUIPMENT. | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT. Property and equipment consisted of the following (in thousands): December 31, 2019 2018 Facilities and plant equipment $ 495,513 $ 621,909 Land 7,219 8,970 Other equipment, vehicles and furniture 11,229 11,812 Construction in progress 15,793 30,312 529,754 673,003 Accumulated depreciation (197,228 ) (190,346 ) $ 332,526 $ 482,657 Depreciation expense was $40,931,000 and $40,849,000 for the years ended December 31, 2019 and 2018, respectively. For the year ended December 31, 2019 and 2018, the Company capitalized interest of $563,000 and $1,170,000, respectively, related to its capital investment activities. |
INTANGIBLE ASSET.
INTANGIBLE ASSET. | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET. | 6. INTANGIBLE ASSET. The Company recorded a tradename valued at $2,678,000 in 2006 as part of its acquisition of Kinergy. The Company determined that the Kinergy tradename has an indefinite life and, therefore, rather than being amortized, will be tested annually for impairment. The Company did not record any impairment of the Kinergy tradename for the years ended December 31, 2019 and 2018. |
DERIVATIVES.
DERIVATIVES. | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES. | 7. 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, 2019 Assets Liabilities Type of Instrument Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash collateral balance Other current assets $ 615 Commodity contracts Derivative assets $ 2,438 Derivative liabilities $ 1,860 As of December 31, 2018 Assets Liabilities Type of Instrument Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash collateral balance Other current assets $ 8,479 Commodity contracts Derivative assets $ 1,765 Derivative liabilities $ 6,309 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. 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 Losses For the Years Ended Type of Instrument Statements of Operations Location 2019 2018 Commodity contracts Cost of goods sold $ (4,568 ) $ (3,479 ) $ (4,568 ) $ (3,479 ) Unrealized Gains (Losses) For the Years Ended Type of Instrument Statements of Operations Location 2019 2018 Commodity contracts Cost of goods sold $ 5,123 $ (3,235 ) $ 5,123 $ (3,235 ) |
DEBT.
DEBT. | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT. | 8. DEBT. Long-term borrowings are summarized as follows (in thousands): December 31, December 31, Kinergy line of credit $ 78,338 $ 57,057 Pekin term loan 39,500 43,000 Pekin revolving loan 32,000 32,000 ICP term loan 12,000 16,500 ICP revolving loan 18,000 18,000 Parent notes payable 65,649 66,948 245,487 233,505 Less unamortized debt premium (discount) 461 (690 ) Less unamortized debt financing costs (2,153 ) (1,377 ) Less short-term portion (63,000 ) (146,671 ) Long-term debt $ 180,795 $ 84,767 Kinergy Line of Credit If Kinergy and PAP's monthly excess borrowing availability falls below certain thresholds, they are collectively required to maintain a fixed-charge coverage ratio (calculated as a twelve-month rolling EBITDA 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). Kinergy and PAP's obligations under the credit facility are secured by a first-priority security interest in all of their assets in favor of the lender. Pacific Ethanol has guaranteed all of Kinergy's obligations under the line of credit. As of December 31, 2019, Kinergy had no unused availability under the credit facility. Pekin Credit Facilities st st On August 7, 2017, Pekin amended its term and revolving credit facilities by agreeing to increase the interest rate under the facilities by 25 basis points to an annual rate equal to the 30-day LIBOR plus 4.00%. Pekin and its lender also agreed that Pekin is required to maintain working capital of not less than $17.5 million from August 31, 2017 through December 31, 2017 and working capital of not less than $20.0 million from January 1, 2018 and continuing at all times thereafter. In addition, the required Debt Service Coverage Ratio was reduced to 0.15 to 1.00 for the fiscal year ending December 31, 2017. For the month ended January 31, 2018, Pekin was not in compliance with its working capital requirement due to larger than anticipated repair and maintenance related expenses to replace faulty equipment. Pekin received a waiver from its lender for this noncompliance. Further, the lender decreased Pekin's working capital covenant requirement to $13.0 million for the month ended February 28, 2018, excluding the $3.5 million principal payment due in May 2018 from the calculation. On March 30, 2018, Pekin amended its term loan facility by reducing the amount of working capital it is required to maintain to not less than $13.0 million from March 31, 2018 through November 30, 2018 and not less than $16.0 million from December 1, 2018 and continuing at all times thereafter. In addition, a principal payment in the amount of $3.5 million due for May 2018 was deferred until the maturity date of the term loan. At December 31, 2018 and January 31, 2019, Pekin experienced certain covenant violations under its term and revolving credit facilities. In February 2019, Pekin reached an agreement with its lender to forbear until March 11, 2019 and to defer a $3.5 million principal payment until that date. On March 21, 2019, Pekin amended its term and revolving credit facilities by agreeing to increase the interest rate under the facilities by 125 basis points to an annual rate equal to the 30-day LIBOR plus 5.00%. Pekin and its lender also agreed that it is required to maintain working capital of not less than $15.0 million from March 21, 2019 through July 15, 2019 and working capital of not less than $30.0 million from July 15, 2019 and continuing at all times thereafter. On July 15, 2019, Pekin and its lender agreed to a further amendment extending the aforementioned July 15, 2019 dates to November 15, 2019. On August 6, 2019, Pekin paid its $3,500,000 principal payment scheduled for August 20, 2019. Under these amendments, the lender agreed to temporarily waive financial covenant violations, working capital maintenance violations and intercompany accounts receivable collections violations that occurred with respect to the credit agreement. The lenders also agreed to defer all scheduled principal payments, including further deferral of principal payments in the amount of $3.5 million each due on February 20, 2019 and May 20, 2019. The waivers and principal deferral expired on November 15, 2019, at which time the waivers were to become permanent if PE Central made a contribution to Pekin in an amount equal to $30.0 million, minus the then-existing amount of Pekin's working capital, plus the amount of any accounts receivable owed by PE Central to Pekin, plus $12.0 million, or the Parent Contribution Amount. In addition, if the Parent Contribution Amount was timely received, the lender agreed to waive Pekin's debt service coverage ratio financial covenant for the year ended December 31, 2019. If the Parent Contribution Amount was not timely made, then the temporary waivers would automatically expire. Pekin was also required to pay by November 15, 2019 the aggregate amount of $10.5 million representing all deferred and unpaid scheduled principal payments and all additional scheduled principal payments for the remainder of 2019. On November 15, 2019, Pekin amended its term and revolving credit facilities by agreeing to extend the temporary waiver of violations of financial and other covenants relating to working capital maintenance, intercompany accounts receivable collections, financial projections, cash flow forecasts, and sales reports. The lender also agreed to extend the deferral of all scheduled principal payments payable on February 20, 2019, May 20, 2019 and November 15, 2019 to December 15, 2019. The amendment also made a payment default of $250,000 or more under Kinergy's credit facility or the senior secured notes, or any acceleration of indebtedness, or any termination of any commitment to lend or termination of any forbearance or other accommodation, an event of default. The waivers and principal deferral expired on December 15, 2019. On December 15, 2019, the waivers were to become permanent if PE Central made a contribution to Pekin in an amount equal to the Parent Contribution Amount. In addition, if the Parent Contribution Amount was timely received, the lender agreed to waive Pekin's debt service coverage ratio financial covenant for the year ended December 31, 2019. If the Parent Contribution Amount was not timely made, then the temporary waivers would automatically expire. On December 16, 2019, Pekin amended its term and revolving credit facilities by agreeing to extend the deferral of all scheduled principal payments payable on February 20, 2019, May 20, 2019 and November 20, 2019 to December 20, 2019. On December 20, 2019, Pekin's lender agreed to temporarily waive working capital covenant violations, debt service coverage ratio covenant violations, reporting covenant violations and certain other covenant violations that occurred under the Pekin credit agreement, and replaced those covenants with new EBITDA and production volume covenants. Pekin's lender also agreed to defer all scheduled principal installments payable under the term note on February 20, 2019, May 20, 2019 and November 20, 2019 until August 20, 2021. In addition, Pekin was not required to make its prior scheduled quarterly principal payments of $3.5 million until September 30, 2020, at which time $3.5 million will be due, with the same amount due quarterly thereafter until maturity. Under the amendment, Pekin, collectively with ICP, agreed to pay the lenders an aggregate of $40.0 million on or before September 30, 2020 to reduce the outstanding balances of the term loans under the Pekin credit agreement and the ICP credit agreement. The $40.0 million is an aggregate amount payable to ICP's lender and Pekin's lender, and allocated between them. The $40.0 million is to be funded through asset sales, proceeds of any award, judgment or settlement of litigation, or, at the Company's election, from funds contributed to Pekin by the Company. Following receipt by the lenders under the ICP credit agreement and the Pekin credit agreement, collectively, of $40.0 million in full, and once any loans corresponding to the particular midwestern asset sold are repaid, additional proceeds from the sale of any of the Company's midwestern plant assets will generally be allocated 33/34/33% among ICP's lender and Pekin's lender, collectively, the selling security holders, and the Company, respectively. Proceeds from the sale of any of the Company's western assets will generally be allocated 33/34/33% among Pekin's lender and ICP's lender, collectively, the selling security holders, and the Company, respectively. Pekin's lender also imposed cross-default terms such that, until Pekin's lender and ICP's lender receive $40.0 million, a default under the ICP credit agreement would constitute a default under the Pekin credit agreement. Pekin agreed to provide additional collateral security to support its obligations under the Pekin credit agreement, including second lien positions in the Company's western plants, which will terminate and be released upon Pekin's lender's receipt of $40.0 million. On December 29, 2019, Pekin agreed to amend the secured obligations under its security agreement to include Pekin's unconditional guarantee of the payment of up to an aggregate $40.0 million to satisfy the obligations of ICP to ICP's lender under the ICP credit agreement. On March 20, 2020, Pekin and its lender agreed to defer $1.0 million in aggregate interest payments due March 20, 2020 and April 20, 2020 until May 20, 2020. On that same date, the Company granted to the lender a security interest in all of the Company's equity interests in PE Op Co., which indirectly owns the Company's plants located on the West Coast. The Company and certain subsidiaries also entered into intercreditor agreements with the Pekin and ICP lenders, and the agent for the Company's senior secured noteholders, to address issues of priority and the allocation of proceeds from asset sales. ICP Credit Facilities As of September 30, 2019, ICP had no additional borrowing availability under its revolving credit facility. As of September 30, 2019, ICP did not meet its minimum working capital requirement, however, ICP's lender subsequently waived the minimum working capital deficiency. On December 20, 2019, ICP amended its term and revolving credit facilities under which ICP's lender granted waivers for certain ICP covenant defaults and replaced those covenants with new EBITDA and production volume covenants. ICP's lender also imposed cross-default terms such that, until ICP's lender and Pekin's lender receive an aggregate of $40.0 million, a default under the Pekin credit agreement would constitute a default under the ICP credit agreement. ICP agreed to provide additional collateral security to support its obligations under the ICP credit agreement, including second lien positions in the Company's western plants, which will terminate and be released upon ICP's lender's receipt of an aggregate of $40.0 million. ICP's prior scheduled principal payment of $1.5 million, originally due on December 20, 2019, was deferred to the maturity date of September 20, 2021. Scheduled quarterly principal payments of $1.5 million will resume March 20, 2020. Under the amendment, ICP, collectively with Pekin, agreed to pay the lenders an aggregate of $40.0 million on or before September 30, 2020 to reduce the outstanding balances of the term loans under the ICP credit agreement and the Pekin credit agreement. The $40.0 million is an aggregate amount payable to ICP's lender and Pekin's lender, and allocated between them. The $40.0 million is to be funded through asset sales, proceeds of any award, judgment or settlement of litigation, or, at the Company's election, from funds contributed to ICP by the Company. Following receipt by the lenders under the ICP credit agreement and the Pekin credit agreement, collectively, of $40.0 million in full, and once any loans corresponding to the particular midwestern asset sold are repaid, any additional proceeds from a sale of the Company's midwestern plant assets will generally be allocated 33/34/33% among ICP's lender and Pekin's lender, collectively, the selling security holders, and the Company, respectively. Proceeds from the sale of any of the Company's western assets will generally be allocated 33/34/33% among Pekin's lender and ICP's lender, collectively, the selling security holders, and the Company, respectively. On December 29, 2019, ICP agreed to amend the secured obligations under its security agreement to include ICP's unconditional guarantee of the payment of up to an aggregate $40.0 million to satisfy the obligations of Pekin to Pekin's lender under the Pekin credit agreement. As of December 31, 2019 and the filing of this report, the Company believes ICP is in compliance with its working capital requirement. On March 20, 2020, ICP and its lender agreed to defer a $1.5 million principal payment due March 20, 2020 and $0.3 million in aggregate interest payments due March 20, 2020 and April 20, 2020 until May 20, 2020. On that same date, the Company granted to the lender a security interest in all of the Company's equity interests in PE Op Co. The Company and certain of its subsidiaries also entered into intercreditor agreements with the Pekin and ICP lenders, and the agent for the Company's senior secured noteholders, to address issues of priority and the allocation of proceeds from asset sales. Pacific Ethanol, Inc. Notes Payable The Notes had an original maturity date of December 15, 2019 (the "Maturity Date"). Interest on the Notes accrued at a rate equal to (i) the greater of 1% and the three-month LIBOR, plus 7.0% from the closing through December 14, 2017, (ii) the greater of 1% and LIBOR, plus 9% between December 15, 2017 and December 14, 2018, and (iii) the greater of 1% and LIBOR plus 11% between December 15, 2018 and the Maturity Date. The interest rate would increase by an additional 2% per annum above the interest rate otherwise applicable upon the occurrence and during the continuance of an event of default until such event of default has been cured. Interest was payable in cash on the 15th calendar day of each March, June, September and December. Pacific Ethanol is required to pay all outstanding principal and any accrued and unpaid interest on the Notes on the Maturity Date. Pacific Ethanol may, at its option, prepay the outstanding principal amount of the Notes at any time without premium or penalty. The Notes contain a variety of events of default. The payments due under the Notes rank senior to all other indebtedness of Pacific Ethanol, other than permitted senior indebtedness. The Notes contain a variety of obligations on the part of Pacific Ethanol not to engage in certain activities, including that (i) Pacific Ethanol and certain of its subsidiaries will not incur other indebtedness, except for certain permitted indebtedness, (ii) Pacific Ethanol and certain of its subsidiaries will not redeem, repurchase or pay any dividend or distribution on their respective capital stock without the prior consent of the holders of the Notes holding 66-2/3% of the aggregate principal amount of the Notes, other than certain permitted distributions, (iii) Pacific Ethanol and certain of its subsidiaries will not sell, lease, assign, transfer or otherwise dispose of any assets of Pacific Ethanol or any such subsidiary, except for certain permitted dispositions (including the sales of inventory or receivables in the ordinary course of business), and (iv) Pacific Ethanol and certain of its subsidiaries will not issue any capital stock or membership interests for any purpose other than to pay down a portion of all of the amounts owed under the Notes and in connection with Pacific Ethanol's stock incentive plans. The Notes are secured by a first-priority security interest in the equity interest held by Pacific Ethanol in its wholly-owned subsidiary, PE Op. Co., which indirectly owns the Company's plants located on the West Coast. On December 16, 2019, Pacific Ethanol amended the notes to extend the maturity date from December 15, 2019 to December 23, 2019 and amended the interest rate from the greater of 1% and the three-month LIBOR, plus 11% between December 15, 2018 through December 14, 2019, to 15% commencing on September 15, 2019. Under the amendment, Pacific Ethanol also agreed to pay the December 15, 2019 interest payment 50% in cash and 50% in-kind through the issuance of an additional note in the principal amount equal thereto. On December 22, 2019, Pacific Ethanol amended and restated the notes which extended the maturity date from December 23, 2019 to December 15, 2021. Interest on the Notes accrues at a rate of 15% per annum, payable quarterly. In addition, the Company issued 5.5 million shares of its common stock and 5.5 million warrants to the noteholders. The Company evaluated the above amendment and determined that debt extinguishment accounting was appropriate. Therefore, the Company recorded a loss on debt extinguishment of $6,517,000, comprised of the fair value of common stock issued, fair value of warrants issued and fair value of the carrying value of the debt. On March 20, 2020, the Company and the noteholders agreed to defer a $2.5 million aggregate interest payment due March 15, 2020 until May 20, 2020. On that same date, ICP granted a junior lien in certain of its personal property to the noteholders, and PE Central granted a junior lien in certain of its personal property to the noteholders. PE Central also pledged its equity interests in Pacific Aurora, Pekin and ICP in favor of the noteholders. In addition, PE Op Co. and Pacific Ethanol West, LLC, which directly owns the Company's plants located on the West Coast, granted a security interest in certain of their personal property to the noteholders. The Company and certain of its subsidiaries also entered into intercreditor agreements with the Pekin and ICP lenders, and the agent for the Company's senior secured noteholders, to address issues of priority and the allocation of proceeds from asset sales. Maturities of Long-term Debt December 31: 2020 $ 63,000 2021 94,149 2022 88,338 2023 — 2024 — $ 245,487 |
LEASES.
LEASES. | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES. | 9. LEASES. As discussed in Note 1, on January 1, 2019, the Company adopted the provisions of ASC 842 using the prospective transition approach, which applies the provisions of ASC 842 upon adoption, with no change to prior periods. This adoption resulted in the Company recognizing initial right of use assets and lease liabilities of $43,753,000. The adoption did not have a significant impact on the Company's consolidated statements of operations. Upon the initial 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 nonlease 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 leases railcar equipment, office 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 year ended December 31, 2019, the Company's weighted average discount rate was 6.00%. Operating lease expense is recognized on a straight-line basis over the lease term. 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 56 years, which may include options to extend the lease when it is reasonably certain the Company will exercise those options. For the year ended December 31, 2019, the weighted average remaining lease terms of equipment and land-related leases were 2.46 years and 13.94 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. 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, 2019 (in thousands): Year Ended: Equipment Land Related 2020 $ 3,736 $ 1,054 2021 2,202 1,077 2022 2,083 1,100 2023 1,475 1,013 2024 858 1,001 2025-43 726 33,160 Less Interest (1,453 ) (23,404 ) $ 9,627 $ 15,001 For the year ended December 31, 2019, the Company recorded operating lease costs of $9,948,000 in cost of goods sold and $472,000 in selling, general and administrative expenses, in the Company's statements of operations. |
PENSION PLANS.
PENSION PLANS. | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
PENSION PLANS. | 10. PENSION PLANS. Retirement Plan Information related to the Retirement Plan as of and for the years ended December 31, 2019 and 2018 is presented below (dollars in thousands): 2019 2018 Changes in plan assets: Fair value of plan assets, beginning $ 13,257 $ 13,958 Actual gains (losses) 2,692 (946 ) Benefits paid (698 ) (667 ) Company contributions 403 912 Participant contributions — — Fair value of plan assets, ending $ 15,654 $ 13,257 Less: projected accumulated benefit obligation $ 21,643 $ 18,690 Funded status, (underfunded)/overfunded $ (5,989 ) $ (5,433 ) Amounts recognized in the consolidated balance sheets: Other liabilities $ (5,989 ) $ (5,433 ) Accumulated other comprehensive loss (income) $ 1,654 $ 1,069 Components of net periodic benefit costs are as follows: Service cost $ 374 $ 424 Interest cost 760 694 Expected return on plan assets (760 ) (816 ) Net periodic benefit cost $ 374 $ 302 Loss recognized in other comprehensive income (expense) $ 585 $ 343 Assumptions used in computation benefit obligations: Discount rate 3.25 % 4.15 % Expected long-term return on plan assets 6.25 % 6.25 % Rate of compensation increase — — The Company expects to make contributions in the year ending December 31, 2020 of approximately $0.7 million. Net periodic benefit cost for 2020 is estimated at approximately $0.2 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: 2020 $ 800 2021 810 2022 840 2023 880 2024 920 2025-29 5,250 $ 9,500 See Note 15 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 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 pension plan's current investment target allocations are 50% equities and 50% debt. The pension committee reviews the actual asset allocation in light of these targets periodically 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 plan's investment guidelines. Postretirement Plan Information related to the Postretirement Plan as of December 31, 2019 and 2018 is presented below (dollars in thousands): 2019 2018 Amounts at the end of the year: Accumulated/projected benefit obligation $ 5,274 $ 5,711 Fair value of plan assets — — Funded status, (underfunded)/overfunded $ (5,274 ) $ (5,711 ) Amounts recognized in the consolidated balance sheets: Accrued liabilities $ (280 ) $ (320 ) Other liabilities $ (4,994 ) $ (5,391 ) Accumulated other comprehensive loss $ 716 $ 1,390 Information related to the Postretirement Plan for the years ended December 31, 2019 and 2018 is presented below (dollars in thousands): Years Ended December 31, 2019 2018 Amounts recognized in the plan for the year: Company contributions $ 171 $ 137 Participant contributions $ 24 $ 14 Benefits paid $ (195 ) $ (152 ) Components of net periodic benefit costs are as follows: Service cost $ 67 $ 83 Interest cost 219 182 Amortization of prior service costs 122 131 Net periodic benefit cost $ 408 $ 396 Gain recognized in other comprehensive income $ (674 ) $ (118 ) Discount rate used in computation of benefit obligations 2.95 % 3.35 % The Company does not expect to recognize any amortization of net actuarial loss during the year ended December 31, 2020. The following table summarizes the expected benefit payments for the Company's Post-Retirement Plan for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter (in thousands): December 31: 2020 $ 280 2021 320 2022 300 2023 330 2024 370 Thereafter 2,060 $ 3,660 For purposes of determining the cost and obligation for pre-Medicare postretirement medical benefits, 6.75% annual rate of increase in the per capita cost of covered benefits (i.e., health care trend rate) was assumed for the plan in 2021, adjusting to a rate of 4.50% in 2030. 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, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES. The Company recorded a provision (benefit) for income taxes as follows (in thousands): Years Ended December 31, 2019 2018 Current provision (benefit) $ (22 ) $ (589 ) Deferred provision (benefit) 2 27 Total $ (20 ) $ (562 ) 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, 2019 2018 Statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 5.7 5.4 Change in valuation allowance (22.4 ) (20.3 ) Noncontrolling interest (3.3 ) (3.0 ) Non-deductible items (0.1 ) (0.7 ) Other (1.0 ) (1.6 ) Effective rate (0.1 )% 0.8 % 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, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 61,775 $ 48,082 R&D, Energy and AMT credits 3,864 4,247 Disallowed interest 8,242 3,769 Railcar contracts 379 650 Stock-based compensation 551 782 Allowance for doubtful accounts and other assets 578 643 Derivatives — 1,214 Pension liability 2,979 2,941 Property and equipment 3,325 — Other 3,458 2,134 Total deferred tax assets 85,151 64,462 Deferred tax liabilities: Property and equipment — (23,013 ) Intangibles (749 ) (749 ) Derivatives (153 ) — Other (437 ) (363 ) Total deferred tax liabilities (1,339 ) (24,125 ) Valuation allowance (84,065 ) (40,588 ) Net deferred tax liabilities, included in other liabilities $ (253 ) $ (251 ) A portion of the Company's net operating loss carryforwards are subject to provisions of the tax law that limits 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 deprecation 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 $228,837,000 and state net operating loss carryforwards of approximately $216,265,000 at December 31, 2019. These net operating loss carryforwards expire as follows (in thousands): Tax Years Federal State 2020–2024 $ — $ — 2025–2029 13,781 28,993 2030–2034 101,576 35,238 2035 and after 41,942 152,034 Non-expiring NOLs 71,538 — Total NOLs $ 228,837 $ 216,265 Certain of these net operating losses are not immediately available, but become available to be utilized in each of the years ended December 31, as follows (in thousands): Year Federal State 2020 $ 146,738 $ 169,539 2021 6,308 5,318 2022 6,308 5,318 2023 6,308 5,318 2024 6,308 5,135 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. 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 $84,065,000 and $40,588,000 as of December 31, 2019 and 2018, 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, 2019, the Company recorded an increase in 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. For the year ended December 31, 2018, the Company recorded an increase in the valuation allowance of $15,949,000. This increase was primarily the offsetting impact of an increase in deferred tax assets associated with additional net operating losses in 2018. At December 31, 2018, the Company accrued $235,000 in tax uncertainties related to a refund claim. There was no accrued interest or penalties relating to tax uncertainties at December 31, 2019. The Tax Cuts and Jobs Act ("TCJA") was enacted on December 22, 2017. The Company recognized the income tax effects of the TCJA in its 2017 financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes Amounts recorded where accounting was complete principally related to the reduction in the U.S. corporate income tax rate to 21%. This resulted in the Company reporting an income tax benefit of $321,000 as the deferred tax liabilities associated with indefinite lived intangible assets were remeasured at the new 21% rate. This rate reduction decreased gross deferred assets by approximately $10,170,000 and valuation allowance by $10,545,000. Absent this deferred tax liability, the Company was in a net deferred tax asset position that is offset by a full valuation allowance, resulting in a net tax effect of zero. For the year ended December 31, 2018, provisions of Internal Revenue Code Section 163(j), as amended by the TCJA, became effective which now limits the deductibility of interest expense to 30% of adjusted taxable income. The Company recorded a related deferred asset of $8,242,000 and $3,769,000 at December 31, 2019 and 2018, respectively, which has been fully offset by a valuation allowance. 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 2016 – 2018 Arizona 2015 – 2018 California 2015 – 2018 Colorado 2014 – 2018 Idaho 2016 – 2018 Illinois 2016 – 2018 Indiana 2016 – 2018 Iowa 2016 – 2018 Kansas 2016 – 2018 Minnesota 2016 – 2018 Missouri 2016 – 2018 Nebraska 2016 – 2018 Oklahoma 2016 – 2018 Oregon 2016 – 2018 Texas 2015 – 2018 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, 2019 | |
Equity [Abstract] | |
PREFERRED STOCK. | 12. 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, 2019, the Company had the following designated 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, 2018, the Series B Preferred Stock was convertible into 634,641 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 (c) 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 will continue to accrue during the Waiver Period and remain owing to the holders of the Series B Preferred Stock. Registration Rights Agreement The Company accrued and paid in cash preferred stock dividends of $946,000 and $1,265,000 for the years ended December 31, 2019 and 2018, respectively. The Company accrued but did not pay in cash preferred stock dividends of $319,000 for the year ended December 31, 2019. |
COMMON STOCK AND WARRANTS.
COMMON STOCK AND WARRANTS. | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
COMMON STOCK AND WARRANTS | 13. COMMON STOCK AND WARRANTS. The following table summarizes warrant activity for the years ended December 31, 2019 and 2018 (number of shares in thousands): Number of Price per Weighted Balance at December 31, 2017 4 $ 735.00 $ 735.00 Warrants expired (4 ) $ 735.00 $ 735.00 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 issued to Senior Noteholders Nonvoting Common Stock At-the-Market Program |
STOCK-BASED COMPENSATION.
STOCK-BASED COMPENSATION. | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 14. 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, 2019 2018 Number Weighted Average Exercise Price Number Weighted Average Outstanding at beginning of year 229 $ 4.15 230 $ 4.18 Options cancelled — — (1 ) 12.90 Outstanding at end of year 229 $ 4.15 229 $ 4.15 Options exercisable at end of year 229 $ 4.15 229 $ 4.15 Stock options outstanding as of December 31, 2019 were as follows (number of shares in thousands): Options Outstanding Options Exercisable Range of Number Weighted Average Remaining Contractual Life (yrs.) Weighted Number Exercisable Weighted $ 3.74 219 3.47 $ 3.74 219 $ 3.74 $ 12.90 10 1.59 $ 12.90 10 $ 12.90 The options outstanding at December 31, 2019 and 2018 had no intrinsic value. Restricted Stock Number of Weighted Unvested at December 31, 2018 1,635 $ 3.49 Issued 1,434 $ 1.01 Vested (669 ) $ 3.96 Canceled (199 ) $ 2.31 Unvested at December 31, 2019 2,201 $ 1.84 The fair value of the common stock at vesting aggregated $599,000 and $1,629,000for the years ended December 31, 2019 and 2018, respectively. Stock-based compensation expense related to employee and non-employee restricted stock and option grants recognized in selling, general and administrative expenses, were as follows (in thousands): Years Ended December 31, 2019 2018 Employees $ 2,422 $ 2,905 Non-employees 387 533 Total stock-based compensation expense $ 2,809 $ 3,438 Employee grants typically have a three year vesting schedule, while the non-employee grants have a one year vesting schedule. At December 31, 2019, the total compensation expense related to unvested awards which had not been recognized was $2,042,000 and the associated weighted-average period over which the compensation expense attributable to those unvested awards will be recognized was approximately 0.78 years. |
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES. | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES. | 15. COMMITMENTS AND CONTINGENCIES. Commitments Sales Commitments Purchase Commitments Assessment Financing . Contingencies Litigation The Company has evaluated the above cases as well as other pending cases. The Company currently has not recorded a litigation contingency liability with respect to these cases. |
FAIR VALUE MEASUREMENTS.
FAIR VALUE MEASUREMENTS. | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS. | 16. 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 Warrants Original Issuance Exercise Price Volatility Risk Free Interest Rate Term (years) Warrants Outstanding Fair Value 12/22/19 $ 1.00 76.0 % 1.66 % 3.00 5,500,000 $ 977,000 The fair values of the warrants are based on unobservable inputs and are designated as Level 3 inputs. Long-Lived Assets Held-for-Sale Other Derivative Instruments The following table summarizes recurring and nonrecurring fair value measurements by level at December 31, 2019 (in thousands): Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments $ 2,438 $ 2,438 $ — $ — Long-lived assets held-for-sale 70,400 70,400 Defined benefit plan assets(1) (pooled separate accounts): Large U.S. Equity(2) 4,654 — 4,654 — 30 % Small/Mid U.S. Equity(3) 2,348 — 2,348 — 15 % International Equity(4) 2,596 — 2,596 — 17 % Fixed Income(5) 6,056 — 6,056 — 38 % $ 88,492 $ 2,438 $ 15,654 $ 70,400 Liabilities: Derivative financial instruments $ (1,860 ) $ (1,860 ) $ — $ — Warrants (977 ) — — (977 ) $ (2,837 ) $ (1,860 ) $ — $ (977 ) The following table summarizes recurring fair value measurements by level at December 31, 2018 (in thousands): Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments $ 1,765 $ 1,765 $ — $ — Defined benefit plan assets(1) (pooled separate accounts): Large U.S. Equity(2) 3,621 — 3,621 — 27 % Small/Mid U.S. Equity(3) 1,844 — 1,844 — 14 % International Equity(4) 2,106 — 2,106 — 16 % Fixed Income(5) 5,686 — 5,686 — 43 % $ 15,022 $ 1,765 $ 13,257 $ — Liabilities: Derivative financial instruments $ (6,309 ) $ (6,309 ) $ — $ — (1) See Note 10 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. |
PARENT COMPANY FINANCIALS.
PARENT COMPANY FINANCIALS. | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
PARENT COMPANY FINANCIALS. | 17. PARENT COMPANY FINANCIALS. Restricted Net Assets Parent company financial statements for the periods covered in this report are set forth below. December 31, ASSETS 2019 2018 Current Assets: Cash and cash equivalents $ 4,985 $ 6,759 Receivables from subsidiaries 13,057 17,156 Other current assets 2,349 1,659 Total current assets 20,391 25,574 Property and equipment, net 269 522 Other Assets: Investments in subsidiaries 218,464 286,666 Right of use lease assets 3,253 — Pacific Ethanol West plant receivable 55,750 58,766 Other assets 1,452 1,437 Total other assets 278,919 346,869 Total Assets $ 299,579 $ 372,965 Current Liabilities: Accounts payable and accrued liabilities $ 5,907 $ 2,469 Accrued PE Op Co. purchase 3,829 3,829 Current portion of long-term debt 10,000 66,255 Other current liabilities 659 385 Total current liabilities 20,395 72,938 Long-term debt, net 56,110 — Deferred tax liabilities 253 251 Other liabilities 3,041 9 Total Liabilities 79,799 73,198 Stockholders' Equity: Preferred stock 1 1 Common and non-voting common stock 56 46 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 Total Liabilities and Stockholders' Equity $ 299,579 $ 372,965 Years Ended December 31, 2019 2018 Management fees from subsidiaries $ 12,682 $ 12,408 Selling, general and administrative expenses 16,007 16,795 Loss from operations (3,325 ) (4,387 ) Loss on debt extinguishment (6,517 ) — Interest income 4,600 4,703 Interest expense (9,637 ) (8,678 ) Other expense, net (86 ) (74 ) Loss before provision (benefit) for income taxes (14,965 ) (8,436 ) Benefit for income taxes 20 562 Loss before equity in earnings of subsidiaries (14,945 ) (7,874 ) Equity in losses of subsidiaries (74,004 ) (52,399 ) Consolidated net loss $ (88,949 ) $ (60,273 ) For the Years Ended December 31, 2019 2018 Operating Activities: Net loss $ (88,949 ) $ (60,273 ) Adjustments to reconcile net loss to cash provided by (used in) operating activities: Equity in losses of subsidiaries 74,004 52,399 Dividends from subsidiaries — 25,000 Depreciation 267 567 Loss on debt extinguishment 6,517 — Deferred income taxes — 27 Amortization of debt discounts 689 720 Changes in operating assets and liabilities: Accounts receivables — (9,018 ) Other assets 3,277 100 Accounts payable and accrued expenses 2,673 740 Accounts receivable with subsidiaries 2,115 — Accounts payable with subsidiaries (49 ) 2,409 Net cash provided by (used in) operating activities $ 544 $ 12,671 Investing Activities: Additions to property and equipment $ (14 ) $ (18 ) Investments in subsidiaries — (10,000 ) Net cash used in investing activities $ (14 ) $ (10,018 ) Financing Activities: Proceeds from issuance of common stock $ 3,670 $ 2,057 Debt issuances costs (1,280 ) — Payments on senior notes (3,748 ) (2,000 ) Preferred stock dividend payments (946 ) (1,265 ) Net cash provided by (used in) financing activities $ (2,304 ) $ (1,208 ) Net increase (decrease) in cash and cash equivalents (1,774 ) 1,445 Cash and cash equivalents at beginning of period 6,759 5,314 Cash and cash equivalents at end of period $ 4,985 $ 6,759 |
QUARTERLY FINANCIAL DATA (UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED). | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED). | 18. QUARTERLY FINANCIAL DATA (UNAUDITED). The Company's quarterly results of operations for the years ended December 31, 2019 and 2018 are as follows (in thousands). First Second Third Fourth December 31, 2019: Net sales $ 355,803 $ 346,301 $ 365,160 $ 357,617 Gross profit (loss) $ (2,289 ) $ 3,971 $ (14,816 ) $ 3,196 Loss from operations $ (10,524 ) $ (2,737 ) $ (23,503 ) $ (37,919 ) Net loss attributed to Pacific Ethanol, Inc. $ (12,890 ) $ (7,646 ) $ (27,326 ) $ (41,087 ) Preferred stock dividends $ (312 ) $ (315 ) $ (319 ) $ (319 ) Net loss available to common stockholders $ (13,202 ) $ (7,961 ) $ (27,645 ) $ (41,406 ) Basic and diluted loss per common share $ (0.29 ) $ (0.17 ) $ (0.58 ) $ (0.85 ) December 31, 2018 Net sales $ 400,027 $ 410,522 $ 370,407 $ 334,415 Gross profit (loss) $ 3,362 $ (1,273 ) $ 3,768 $ (21,021 ) Loss from operations $ (5,953 ) $ (10,171 ) $ (5,202 ) $ (30,211 ) Net loss attributed to Pacific Ethanol, Inc. $ (7,841 ) $ (12,908 ) $ (7,514 ) $ (32,010 ) Preferred stock dividends $ (312 ) $ (315 ) $ (319 ) $ (319 ) Net loss available to common stockholders $ (8,153 ) $ (13,223 ) $ (7,833 ) $ (32,329 ) Basic and diluted loss per common share $ (0.19 ) $ (0.31 ) $ (0.18 ) $ (0.74 ) |
SUBSEQUENT EVENT.
SUBSEQUENT EVENT. | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT. | 19. SUBSEQUENT EVENT. In the first quarter of 2020, last year's novel strain of coronavirus (COVID-19), has resulted in businesses suspending or substantially curtailing global operations and travel, quarantines, and an overall substantial slowdown of economic activity. Transportation fuels in particular, including ethanol, have experienced significant price declines and reduced demand. A further downturn in global economic growth, or recessionary conditions in major geographic regions, will lead to reduced demand for ethanol and negatively affect the market prices of our products, further materially and adversely affecting our business, results of operations and liquidity. In response to this, the Company has reduced production at its facilities by more than 60%. |
ORGANIZATION AND SIGNIFICANT _2
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [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 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. On December 15, 2016, concurrently with the closing under the contribution agreement, the Company sold a portion of its equity interest in Pacific Aurora to ACEC. As a result, the Company owns 73.93% of Pacific Aurora and ACEC owns 26.07% of Pacific Aurora. Further, the Company has consolidated 100% of the results of Pacific Aurora and recorded ACEC's 26.07% equity interest as noncontrolling interests in the accompanying financial statements for all periods presented. The Company is a leading producer and marketer of low-carbon renewable fuels in the United States. The Company's four ethanol plants in the Western United States (together with their respective holding companies, the "Pacific Ethanol West Plants") are located in close proximity to both feed and ethanol customers and thus enjoy unique advantages in efficiency, logistics and product pricing. The Company's five ethanol plants in the Midwest (together with their respective holding companies, the "Pacific Ethanol Central Plants") are located in the heart of the Corn Belt, benefit from low-cost and abundant feedstock production and allow for access to many additional domestic markets. In addition, the Company's ability to load unit trains from these facilities in the Midwest allows for greater access to international markets. The Company has a combined production capacity of 605 million gallons per year, markets, on an annualized basis, nearly 1.0 billion gallons of ethanol and specialty alcohols, and produces, on an annualized basis, over 3.0 million tons of 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, dried yeast and CO 2 As of December 31, 2019, all but one of the Company's production facilities, specifically, the Company's Aurora East facility, 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. |
Basis of Presentation | Basis of Presentation – The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and include the accounts of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Liquidity | Liquidity The Company has agreed with its lenders to present by April 20, 2020 a comprehensive plan to restructure its assets and liabilities. The Company has appointed a chief restructuring officer to facilitate the development of such a plan and to assist in the Company's present strategic initiatives. The Company expects the plan will include completing planned asset sales, additional assets sales, soliciting new investments in the Company or its assets, further debt payment deferrals and reductions, cutting overhead expenses and other cash preserving initiatives. The Company intends that the plan will provide the means to maintain sufficient liquidity for the next twelve months. |
Segments | Segments – A segment is a component of an enterprise whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Company determines and discloses its segments in accordance with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification Section 280, Segment Reporting |
Cash and Cash Equivalents | Cash and Cash Equivalents |
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 the Company's customers were to deteriorate, resulting in an impairment of ability to make payments, additional allowances may be required. Of the accounts receivable balance, approximately $63,736,000 and $54,820,000 at December 31, 2019 and 2018, respectively, were used as collateral under Kinergy's operating line of credit. The allowance for doubtful accounts was $39,000 and $12,000 as of December 31, 2019 and 2018, respectively. The Company recorded a bad debt expense of $27,000 and $45,000 for the years ended December 31, 2019 and 2018, respectively. The Company does not have any off-balance sheet credit exposure related to its customers. |
Concentration Risks | Concentration Risks The Company sells fuel-grade ethanol to gasoline refining and distribution companies. The Company sold ethanol to customers representing 10% or more of the Company's total net sales, as follows. Years Ended December 31, 2019 2018 Customer A 12 % 14 % Customer B 10 % 11 % The Company had accounts receivable due from these customers totaling $15,624,000 and $13,405,000, representing 21% and 20% of total accounts receivable, as of December 31, 2019 and 2018, respectively. The Company purchases corn, its largest cost component in producing ethanol, 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, 2019 2018 Supplier A 18 % 17 % Supplier B 11 % 11 % Supplier C 10 % 14 % Supplier D 10 % 10 % As of December 31, 2019, approximately 37% of the Company's employees are covered by a collective bargaining agreement. |
Inventories | Inventories December 31, 2019 2018 Finished goods $ 38,194 $ 35,778 Work in progress 7,426 6,855 Raw materials 7,890 7,233 Low-carbon and RIN credits 5,690 6,130 Other 1,400 1,824 Total $ 60,600 $ 57,820 |
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 – The Company assesses indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. If the carrying value of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. If the Company determines that an impairment charge is needed, the charge will be recorded as an asset impairment in the consolidated statements of operations. |
Leases | Leases – In February 2016, the FASB issued new guidance on accounting for leases (ASC 842). Under the new guidance, lessees are required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted cash flow basis; and (2) a "right of use" asset, which is an asset that represents the lessee's right to use the specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged, with some minor exceptions. Lease expense under the new guidance is substantially the same as prior to the adoption. See Note 9 for further information. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities – Derivative transactions, which can include exchange-traded forward contracts and futures positions on the New York Mercantile Exchange or the Chicago Board of Trade, are recorded on the balance sheet as assets and liabilities based on the derivative's fair value. Changes in the fair value of derivative contracts are recognized currently in income unless specific hedge accounting criteria are met. If derivatives meet those criteria, and hedge accounting is elected, effective gains and losses are deferred in accumulated other comprehensive income (loss) and later recorded together with the hedged item in consolidated income (loss). For derivatives designated as a cash flow hedge, the Company formally documents the hedge and assesses the effectiveness with associated transactions. The Company has designated and documented contracts for the physical delivery of commodity products to and from counterparties as normal purchases and normal sales. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 using the modified retrospective method for all of its contracts. Following the adoption of ASC 606, the Company continues to recognize revenue at a point-in-time when control of goods transfers to the customer. The timing of recognition is consistent with the Company's previous revenue recognition accounting policy under which the Company recognized revenue when title and risk of loss pass to the customer and collectability was reasonably assured. In addition, ASC 606 did not impact the Company's presentation of revenue on a gross or net basis. The Company recognizes revenue primarily from sales of ethanol and its related co-products. The Company has nine ethanol production facilities from which it produces and sells ethanol to its customers through Kinergy. Kinergy enters into sales contracts with ethanol customers under exclusive intercompany ethanol sales agreements with each of the Company's nine ethanol plants. Kinergy also acts as a principal when it purchases third party ethanol which it resells to its customers. Finally, Kinergy has exclusive sales agreements with other third-party owned ethanol plants under which it sells their ethanol production 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 nine ethanol production facilities from which it produces and sells co-products to its customers through PAP. PAP enters into sales contracts with co-product customers under exclusive intercompany co-product sales agreements with each of the Company's nine ethanol plants. The Company recognizes revenue from sales of ethanol and co-products at the point in time when the customer obtains control of such 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 ethanol or co-products 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 for the Company's revenue by type of contracts. |
Shipping and Handling Costs | Shipping and Handling Costs – The Company accounts for shipping and handling costs relating to contracts with customers as costs to fulfill its promise to transfer its products. Accordingly, the costs are classified as a component of cost of goods sold in the accompanying consolidated statements of operations. |
Selling Costs | Selling Costs – Selling costs associated with the Company's product sales are classified as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation – The Company accounts for the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award, determined on the date of grant. The expense is recognized over the period during which an employee is required to provide services in exchange for the award. The Company accounts for forfeitures as they occur. The Company recognizes stock-based compensation expense as a component of selling, general and administrative expenses in the consolidated statements of operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Deferred Financing Costs | Deferred Financing Costs – Deferred financing costs are costs incurred to obtain debt financing, including all related fees, and are amortized as interest expense over the term of the related financing using the straight-line method, which approximates the interest rate method. Amortization of deferred financing costs was approximately $511,000 and $900,000 for the years ended December 31, 2019 and 2018, respectively. Unamortized deferred financing costs were approximately $2,153,000 and $1,377,000 as of December 31, 2019 and 2018, respectively, and are recorded net of long-term debt in the consolidated balance sheets. |
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, 2019 Loss Shares Per-Share Net loss attributed to Pacific Ethanol $ (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 ) Year Ended December 31, 2018 Loss Shares Per-Share Net loss attributed to Pacific Ethanol $ (60,273 ) Less: Preferred stock dividends (1,265 ) Basic and Diluted loss per share: Loss available to common stockholders $ (61,538 ) 43,376 $ (1.42 ) There were an aggregate 635,000 potentially dilutive shares from convertible securities outstanding as of December 31, 2019 and 2018. These convertible securities were not considered in calculating diluted income (loss) per common share for the years ended December 31, 2019 and 2018 as their effect would be anti-dilutive. |
Financial Instruments | Financial Instruments |
Employment-related Benefits | Employment-related Benefits – Employment-related benefits associated with pensions and postretirement health care are expensed based on actuarial analysis. The recognition of expense is affected by estimates made by management, such as discount rates used to value certain liabilities, investment rates of return on plan assets, increases in future wage amounts and future health care costs. Discount rates are determined based on a spot yield curve that includes bonds with maturities that match expected benefit payments under the plan. |
Estimates and Assumptions | Estimates and Assumptions – The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates are required as part of determining the allowance for doubtful accounts, net realizable value of inventory, estimated lives of property and equipment, long-lived asset impairments, valuation allowances on deferred income taxes and the potential outcome of future tax consequences of events recognized in the Company's financial statements or tax returns, and the valuation of assets acquired and liabilities assumed as a result of business combinations. Actual results and outcomes may materially differ from management's estimates and assumptions. |
Subsequent Events | Subsequent Events – Management evaluates, as of each reporting period, events or transactions that occur after the balance sheet date through the date that the financial statements are issued for either disclosure or adjustment to the consolidated financial results. |
Reclassifications | Reclassifications |
ORGANIZATION AND SIGNIFICANT _3
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of concentrations of credit risk major customers | Years Ended December 31, 2019 2018 Customer A 12 % 14 % Customer B 10 % 11 % |
Schedule of purchases from external customers | The Company purchases corn, its largest cost component in producing ethanol, 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, 2019 2018 Supplier A 18 % 17 % Supplier B 11 % 11 % Supplier C 10 % 14 % Supplier D 10 % 10 % |
Schedule of inventory | Inventory balances consisted of the following (in thousands): December 31, 2019 2018 Finished goods $ 38,194 $ 35,778 Work in progress 7,426 6,855 Raw materials 7,890 7,233 Low-carbon and RIN credits 5,690 6,130 Other 1,400 1,824 Total $ 60,600 $ 57,820 |
Schedule of property and equipment useful lives | Depreciation is computed using the straight-line method over the following estimated useful lives: Buildings 40 years Facilities and plant equipment 10 – 25 years Other equipment, vehicles and furniture 5 – 10 years |
Schedule of earnings per share | The following tables compute basic and diluted earnings per share (in thousands, except per share data): Year Ended December 31, 2019 Loss Shares Per-Share Net loss attributed to Pacific Ethanol $ (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 ) Year Ended December 31, 2018 Loss Shares Per-Share Net loss attributed to Pacific Ethanol $ (60,273 ) Less: Preferred stock dividends (1,265 ) Basic and Diluted loss per share: Loss available to common stockholders $ (61,538 ) 43,376 $ (1.42 ) |
PACIFIC ETHANOL PLANTS. (Tables
PACIFIC ETHANOL PLANTS. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Pacific Aurora [Member] | |
Schedule of defined contribution plan schedule | Cash and equivalents $ 103 Inventories 2,079 Other current assets 341 Total current assets 2,523 Property and equipment 70,400 Other assets 13,341 Total assets held-for-sale 86,264 Less: noncurrent assets 16,500 Total assets held-for-sale, current portion $ 69,764 Accounts payable and accrued expenses $ 20,711 Other current liabilities 5,497 Total current liabilities 26,208 Other non-current liabilities 8,205 Total liabilities held-for-sale $ 34,413 |
SEGMENTS. (Tables)
SEGMENTS. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of financial data for operating segments | Years Ended December 31, Net Sales 2019 2018 Production, recorded as gross: Ethanol/alcohol sales $ 800,262 $ 859,815 Co-product sales 268,996 296,686 Intersegment sales 1,619 1,995 Total production sales 1,070,877 1,158,496 Marketing and distribution: Ethanol/alcohol sales, gross $ 353,792 $ 357,011 Ethanol/alcohol sales, net 1,831 1,859 Intersegment sales 7,901 8,773 Total marketing and distribution sales 363,524 367,643 Intersegment eliminations (9,520 ) (10,768 ) Net sales as reported $ 1,424,881 $ 1,515,371 Cost of goods sold: Production $ 1,095,742 $ 1,197,507 Marketing and distribution 349,906 343,991 Intersegment eliminations (10,829 ) (10,963 ) Cost of goods sold as reported $ 1,434,819 $ 1,530,535 Income (loss) before benefit for income taxes: Production $ (93,367 ) $ (77,833 ) Marketing and distribution 7,442 18,191 Corporate activities (15,357 ) (8,856 ) $ (101,282 ) $ (68,498 ) Depreciation: Production $ 47,206 $ 40,099 Corporate activities 703 750 $ 47,909 $ 40,849 Interest expense: Production $ 7,569 $ 7,116 Marketing and distribution 3,053 1,388 Corporate activities 9,584 8,628 $ 20,206 $ 17,132 |
Schedule of assets by operating segments | December 31, December 31, Total assets: Production $ 492,060 $ 532,790 Marketing and distribution 106,863 112,984 Corporate assets 13,572 14,117 $ 612,495 $ 659,891 |
PROPERTY AND EQUIPMENT. (Tables
PROPERTY AND EQUIPMENT. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2019 2018 Facilities and plant equipment $ 495,513 $ 621,909 Land 7,219 8,970 Other equipment, vehicles and furniture 11,229 11,812 Construction in progress 15,793 30,312 529,754 673,003 Accumulated depreciation (197,228 ) (190,346 ) $ 332,526 $ 482,657 |
DERIVATIVES. (Tables)
DERIVATIVES. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivatives not designated as hedging instruments | Non Designated Derivative Instruments As of December 31, 2019 Assets Liabilities Type of Instrument Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash collateral balance Other current assets $ 615 Commodity contracts Derivative assets $ 2,438 Derivative liabilities $ 1,860 As of December 31, 2018 Assets Liabilities Type of Instrument Balance Sheet Location Fair Value Balance Sheet Location Fair Value Cash collateral balance Other current assets $ 8,479 Commodity contracts Derivative assets $ 1,765 Derivative liabilities $ 6,309 |
Schedule of recognized gains (losses) for derivatives | 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 Losses For the Years Ended Type of Instrument Statements of Operations Location 2019 2018 Commodity contracts Cost of goods sold $ (4,568 ) $ (3,479 ) $ (4,568 ) $ (3,479 ) Unrealized Gains (Losses) For the Years Ended Type of Instrument Statements of Operations Location 2019 2018 Commodity contracts Cost of goods sold $ 5,123 $ (3,235 ) $ 5,123 $ (3,235 ) |
DEBT. (Tables)
DEBT. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt | December 31, December 31, Kinergy line of credit $ 78,338 $ 57,057 Pekin term loan 39,500 43,000 Pekin revolving loan 32,000 32,000 ICP term loan 12,000 16,500 ICP revolving loan 18,000 18,000 Parent notes payable 65,649 66,948 245,487 233,505 Less unamortized debt premium (discount) 461 (690 ) Less unamortized debt financing costs (2,153 ) (1,377 ) Less short-term portion (63,000 ) (146,671 ) Long-term debt $ 180,795 $ 84,767 |
Schedule of maturities of long-term debt | December 31: 2020 $ 63,000 2021 94,149 2022 88,338 2023 — 2024 — $ 245,487 |
LEASES. (Tables)
LEASES. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of operating lease liabilities | 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, 2019 (in thousands): Year Ended: Equipment Land Related 2020 $ 3,736 $ 1,054 2021 2,202 1,077 2022 2,083 1,100 2023 1,475 1,013 2024 858 1,001 2025-43 726 33,160 Less Interest (1,453 ) (23,404 ) $ 9,627 $ 15,001 |
PENSION PLANS. (Tables)
PENSION PLANS. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Postretirement Plan [Member] | |
Schedule of defined contribution plan schedule | 2019 2018 Changes in plan assets: Fair value of plan assets, beginning $ 13,257 $ 13,958 Actual gains (losses) 2,692 (946 ) Benefits paid (698 ) (667 ) Company contributions 403 912 Participant contributions — — Fair value of plan assets, ending $ 15,654 $ 13,257 Less: projected accumulated benefit obligation $ 21,643 $ 18,690 Funded status, (underfunded)/overfunded $ (5,989 ) $ (5,433 ) Amounts recognized in the consolidated balance sheets: Other liabilities $ (5,989 ) $ (5,433 ) Accumulated other comprehensive loss (income) $ 1,654 $ 1,069 Components of net periodic benefit costs are as follows: Service cost $ 374 $ 424 Interest cost 760 694 Expected return on plan assets (760 ) (816 ) Net periodic benefit cost $ 374 $ 302 Loss recognized in other comprehensive income (expense) $ 585 $ 343 Assumptions used in computation benefit obligations: Discount rate 3.25 % 4.15 % Expected long-term return on plan assets 6.25 % 6.25 % Rate of compensation increase — — |
Schedule of expected benefit payments | 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: 2020 $ 800 2021 810 2022 840 2023 880 2024 920 2025-29 5,250 $ 9,500 |
Retirement Plan [Member] | |
Schedule of defined contribution plan schedule | Information related to the Postretirement Plan as of December 31, 2019 and 2018 is presented below (dollars in thousands): 2019 2018 Amounts at the end of the year: Accumulated/projected benefit obligation $ 5,274 $ 5,711 Fair value of plan assets — — Funded status, (underfunded)/overfunded $ (5,274 ) $ (5,711 ) Amounts recognized in the consolidated balance sheets: Accrued liabilities $ (280 ) $ (320 ) Other liabilities $ (4,994 ) $ (5,391 ) Accumulated other comprehensive loss $ 716 $ 1,390 Years Ended December 31, 2019 2018 Amounts recognized in the plan for the year: Company contributions $ 171 $ 137 Participant contributions $ 24 $ 14 Benefits paid $ (195 ) $ (152 ) Components of net periodic benefit costs are as follows: Service cost $ 67 $ 83 Interest cost 219 182 Amortization of prior service costs 122 131 Net periodic benefit cost $ 408 $ 396 Gain recognized in other comprehensive income $ (674 ) $ (118 ) Discount rate used in computation of benefit obligations 2.95 % 3.35 % |
Schedule of expected benefit payments | The following table summarizes the expected benefit payments for the Company's Post-Retirement Plan for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter (in thousands): December 31: 2020 $ 280 2021 320 2022 300 2023 330 2024 370 Thereafter 2,060 $ 3,660 |
INCOME TAXES. (Tables)
INCOME TAXES. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The Company recorded a provision (benefit) for income taxes as follows (in thousands): Years Ended December 31, 2019 2018 Current provision (benefit) $ (22 ) $ (589 ) Deferred provision (benefit) 2 27 Total $ (20 ) $ (562 ) |
Schedule of reconciliation of effective tax rate | 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, 2019 2018 Statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 5.7 5.4 Change in valuation allowance (22.4 ) (20.3 ) Noncontrolling interest (3.3 ) (3.0 ) Non-deductible items (0.1 ) (0.7 ) Other (1.0 ) (1.6 ) Effective rate (0.1 )% 0.8 % |
Schedule of components of deferred income taxes | The components of deferred income taxes included in the consolidated balance sheets were as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 61,775 $ 48,082 R&D, Energy and AMT credits 3,864 4,247 Disallowed interest 8,242 3,769 Railcar contracts 379 650 Stock-based compensation 551 782 Allowance for doubtful accounts and other assets 578 643 Derivatives — 1,214 Pension liability 2,979 2,941 Property and equipment 3,325 — Other 3,458 2,134 Total deferred tax assets 85,151 64,462 Deferred tax liabilities: Property and equipment — (23,013 ) Intangibles (749 ) (749 ) Derivatives (153 ) — Other (437 ) (363 ) Total deferred tax liabilities (1,339 ) (24,125 ) Valuation allowance (84,065 ) (40,588 ) Net deferred tax liabilities, included in other liabilities $ (253 ) $ (251 ) |
Schedule of net operating loss carryforwards | These net operating loss carryforwards expire as follows (in thousands): Tax Years Federal State 2020–2024 $ — $ — 2025–2029 13,781 28,993 2030–2034 101,576 35,238 2035 and after 41,942 152,034 Non-expiring NOLs 71,538 — Total NOLs $ 228,837 $ 216,265 Certain of these net operating losses are not immediately available, but become available to be utilized in each of the years ended December 31, as follows (in thousands): Year Federal State 2020 $ 146,738 $ 169,539 2021 6,308 5,318 2022 6,308 5,318 2023 6,308 5,318 2024 6,308 5,135 |
Schedule of income tax in the United States jurisdiction and various state jurisdictions | These jurisdictions, along with the years still open to audit under the applicable statutes of limitation, are as follows: Jurisdiction Tax Years Federal 2016 – 2018 Arizona 2015 – 2018 California 2015 – 2018 Colorado 2014 – 2018 Idaho 2016 – 2018 Illinois 2016 – 2018 Indiana 2016 – 2018 Iowa 2016 – 2018 Kansas 2016 – 2018 Minnesota 2016 – 2018 Missouri 2016 – 2018 Nebraska 2016 – 2018 Oklahoma 2016 – 2018 Oregon 2016 – 2018 Texas 2015 – 2018 |
COMMON STOCK AND WARRANTS. (Tab
COMMON STOCK AND WARRANTS. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant activity | Number of Price per Weighted Balance at December 31, 2017 4 $ 735.00 $ 735.00 Warrants expired (4 ) $ 735.00 $ 735.00 Balance at December 31, 2018 — $ — $ — Warrants issued 5,500 $ 1.00 $ 1.00 Balance at December 31, 2019 5,500 $ 1.00 $ 1.00 |
STOCK-BASED COMPENSATION. (Tabl
STOCK-BASED COMPENSATION. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of option activity | The status of Company's stock option plans as of December 31, 2019 and 2018 and of changes in options outstanding under the Company's plans during those years are as follows (number of shares in thousands): Years Ended December 31, 2019 2018 Number Weighted Average Exercise Price Number Weighted Average Outstanding at beginning of year 229 $ 4.15 230 $ 4.18 Options cancelled — — (1 ) 12.90 Outstanding at end of year 229 $ 4.15 229 $ 4.15 Options exercisable at end of year 229 $ 4.15 229 $ 4.15 |
Schedule of stock options by exercise price range | Stock options outstanding as of December 31, 2019 were as follows (number of shares in thousands): Options Outstanding Options Exercisable Range of Number Weighted Average Remaining Contractual Life (yrs.) Weighted Number Exercisable Weighted $ 3.74 219 3.47 $ 3.74 219 $ 3.74 $ 12.90 10 1.59 $ 12.90 10 $ 12.90 |
Schedule of unvested restricted stock activity | The Company granted to certain employees and directors shares of restricted stock under its 2006 and 2016 Stock Incentive Plans. A summary of unvested restricted stock activity is as follows (shares in thousands): Number of Weighted Unvested at December 31, 2018 1,635 $ 3.49 Issued 1,434 $ 1.01 Vested (669 ) $ 3.96 Canceled (199 ) $ 2.31 Unvested at December 31, 2019 2,201 $ 1.84 |
Schedule of stock-based compensation expense | Stock-based compensation expense related to employee and non-employee restricted stock and option grants recognized in selling, general and administrative expenses, were as follows (in thousands): Years Ended December 31, 2019 2018 Employees $ 2,422 $ 2,905 Non-employees 387 533 Total stock-based compensation expense $ 2,809 $ 3,438 |
FAIR VALUE MEASUREMENTS. (Table
FAIR VALUE MEASUREMENTS. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of used and related fair value for the warrants | Original Issuance Exercise Price Volatility Risk Free Interest Rate Term (years) Warrants Outstanding Fair Value 12/22/19 $ 1.00 76.0 % 1.66 % 3.00 5,500,000 $ 977,000 |
Schedule of recurring fair value measurements | Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments $ 2,438 $ 2,438 $ — $ — Long-lived assets held-for-sale 70,400 70,400 Defined benefit plan assets(1) (pooled separate accounts): Large U.S. Equity(2) 4,654 — 4,654 — 30 % Small/Mid U.S. Equity(3) 2,348 — 2,348 — 15 % International Equity(4) 2,596 — 2,596 — 17 % Fixed Income(5) 6,056 — 6,056 — 38 % $ 88,492 $ 2,438 $ 15,654 $ 70,400 Liabilities: Derivative financial instruments $ (1,860 ) $ (1,860 ) $ — $ — Warrants (977 ) — — (977 ) $ (2,837 ) $ (1,860 ) $ — $ (977 ) The following table summarizes recurring fair value measurements by level at December 31, 2018 (in thousands): Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments $ 1,765 $ 1,765 $ — $ — Defined benefit plan assets(1) (pooled separate accounts): Large U.S. Equity(2) 3,621 — 3,621 — 27 % Small/Mid U.S. Equity(3) 1,844 — 1,844 — 14 % International Equity(4) 2,106 — 2,106 — 16 % Fixed Income(5) 5,686 — 5,686 — 43 % $ 15,022 $ 1,765 $ 13,257 $ — Liabilities: Derivative financial instruments $ (6,309 ) $ (6,309 ) $ — $ — (1) See Note 10 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. |
PARENT COMPANY FINANCIALS. (Tab
PARENT COMPANY FINANCIALS. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of balance sheets - parent company | December 31, ASSETS 2019 2018 Current Assets: Cash and cash equivalents $ 4,985 $ 6,759 Receivables from subsidiaries 13,057 17,156 Other current assets 2,349 1,659 Total current assets 20,391 25,574 Property and equipment, net 269 522 Other Assets: Investments in subsidiaries 218,464 286,666 Right of use lease assets 3,253 — Pacific Ethanol West plant receivable 55,750 58,766 Other assets 1,452 1,437 Total other assets 278,919 346,869 Total Assets $ 299,579 $ 372,965 Current Liabilities: Accounts payable and accrued liabilities $ 5,907 $ 2,469 Accrued PE Op Co. purchase 3,829 3,829 Current portion of long-term debt 10,000 66,255 Other current liabilities 659 385 Total current liabilities 20,395 72,938 Long-term debt, net 56,110 — Deferred tax liabilities 253 251 Other liabilities 3,041 9 Total Liabilities 79,799 73,198 Stockholders' Equity: Preferred stock 1 1 Common and non-voting common stock 56 46 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 Total Liabilities and Stockholders' Equity $ 299,579 $ 372,965 |
Schedule of statement of operations parent company | Years Ended December 31, 2019 2018 Management fees from subsidiaries $ 12,682 $ 12,408 Selling, general and administrative expenses 16,007 16,795 Loss from operations (3,325 ) (4,387 ) Loss on debt extinguishment (6,517 ) — Interest income 4,600 4,703 Interest expense (9,637 ) (8,678 ) Other expense, net (86 ) (74 ) Loss before provision (benefit) for income taxes (14,965 ) (8,436 ) Benefit for income taxes 20 562 Loss before equity in earnings of subsidiaries (14,945 ) (7,874 ) Equity in losses of subsidiaries (74,004 ) (52,399 ) Consolidated net loss $ (88,949 ) $ (60,273 ) |
Schedule of statement of cash flows parent company | For the Years Ended December 31, 2019 2018 Operating Activities: Net loss $ (88,949 ) $ (60,273 ) Adjustments to reconcile net loss to cash provided by (used in) operating activities: Equity in losses of subsidiaries 74,004 52,399 Dividends from subsidiaries — 25,000 Depreciation 267 567 Loss on debt extinguishment 6,517 — Deferred income taxes — 27 Amortization of debt discounts 689 720 Changes in operating assets and liabilities: Accounts receivables — (9,018 ) Other assets 3,277 100 Accounts payable and accrued expenses 2,673 740 Accounts receivable with subsidiaries 2,115 — Accounts payable with subsidiaries (49 ) 2,409 Net cash provided by (used in) operating activities $ 544 $ 12,671 Investing Activities: Additions to property and equipment $ (14 ) $ (18 ) Investments in subsidiaries — (10,000 ) Net cash used in investing activities $ (14 ) $ (10,018 ) Financing Activities: Proceeds from issuance of common stock $ 3,670 $ 2,057 Debt issuances costs (1,280 ) — Payments on senior notes (3,748 ) (2,000 ) Preferred stock dividend payments (946 ) (1,265 ) Net cash provided by (used in) financing activities $ (2,304 ) $ (1,208 ) Net increase (decrease) in cash and cash equivalents (1,774 ) 1,445 Cash and cash equivalents at beginning of period 6,759 5,314 Cash and cash equivalents at end of period $ 4,985 $ 6,759 |
QUARTERLY FINANCIAL DATA (UNA_2
QUARTERLY FINANCIAL DATA (UNAUDITED). (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly results of operations | First Second Third Fourth December 31, 2019: Net sales $ 355,803 $ 346,301 $ 365,160 $ 357,617 Gross profit (loss) $ (2,289 ) $ 3,971 $ (14,816 ) $ 3,196 Loss from operations $ (10,524 ) $ (2,737 ) $ (23,503 ) $ (37,919 ) Net loss attributed to Pacific Ethanol, Inc. $ (12,890 ) $ (7,646 ) $ (27,326 ) $ (41,087 ) Preferred stock dividends $ (312 ) $ (315 ) $ (319 ) $ (319 ) Net loss available to common stockholders $ (13,202 ) $ (7,961 ) $ (27,645 ) $ (41,406 ) Basic and diluted loss per common share $ (0.29 ) $ (0.17 ) $ (0.58 ) $ (0.85 ) December 31, 2018 Net sales $ 400,027 $ 410,522 $ 370,407 $ 334,415 Gross profit (loss) $ 3,362 $ (1,273 ) $ 3,768 $ (21,021 ) Loss from operations $ (5,953 ) $ (10,171 ) $ (5,202 ) $ (30,211 ) Net loss attributed to Pacific Ethanol, Inc. $ (7,841 ) $ (12,908 ) $ (7,514 ) $ (32,010 ) Preferred stock dividends $ (312 ) $ (315 ) $ (319 ) $ (319 ) Net loss available to common stockholders $ (8,153 ) $ (13,223 ) $ (7,833 ) $ (32,329 ) Basic and diluted loss per common share $ (0.19 ) $ (0.31 ) $ (0.18 ) $ (0.74 ) |
ORGANIZATION AND SIGNIFICANT _4
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. (Details) - Sales [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Customer A [Member] | ||
Concentration risk percentage | 12.00% | 14.00% |
Customer B [Member] | ||
Concentration risk percentage | 10.00% | 11.00% |
ORGANIZATION AND SIGNIFICANT _5
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. (Details 1) - Purchases [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Supplier B [Member] | ||
Concentration percentage | 11.00% | 11.00% |
Supplier A [Member] | ||
Concentration percentage | 18.00% | 17.00% |
Supplier D [Memebr] | ||
Concentration percentage | 10.00% | 10.00% |
Supplier C [Memebr] | ||
Concentration percentage | 10.00% | 14.00% |
ORGANIZATION AND SIGNIFICANT _6
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. (Details 2) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Finished goods | $ 38,194 | $ 35,778 |
Work in progress | 7,426 | 6,855 |
Raw materials | 7,890 | 7,233 |
Low-carbon and RIN credits | 5,690 | 6,130 |
Other | 1,400 | 1,824 |
Total | $ 60,600 | $ 57,820 |
ORGANIZATION AND SIGNIFICANT _7
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. (Details 3) | 12 Months Ended |
Dec. 31, 2019 | |
Buildings [Member] | |
Property Plant and Equipment Useful Life | 40 years |
Facilities and plant equipment [Member] | Minimum [Member] | |
Property Plant and Equipment Useful Life | 10 years |
Facilities and plant equipment [Member] | Maximum [Member] | |
Property Plant and Equipment Useful Life | 25 years |
Other equipment, vehicles and furniture [Member] | Minimum [Member] | |
Property Plant and Equipment Useful Life | 5 years |
Other equipment, vehicles and furniture [Member] | Maximum [Member] | |
Property Plant and Equipment Useful Life | 10 years |
ORGANIZATION AND SIGNIFICANT _8
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. (Details 4) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Loss Numerator | ||||||||||
Net loss attributed to Pacific Ethanol | $ (41,087) | $ (27,326) | $ (7,646) | $ (12,890) | $ (32,010) | $ (7,514) | $ (12,908) | $ (7,841) | $ (88,949) | $ (60,273) |
Less: Preferred stock dividends | (1,265) | (1,265) | ||||||||
Basic and Diluted loss per share: | ||||||||||
Loss available to common stockholders | $ (90,214) | $ (61,538) | ||||||||
Shares Denominator | ||||||||||
Loss available to common stockholders | 47,384 | 43,376 | ||||||||
Per-Share Amount | ||||||||||
Loss available to common stockholders | $ (0.85) | $ (0.58) | $ (0.17) | $ (0.29) | $ (0.74) | $ (0.18) | $ (0.31) | $ (0.19) | $ (1.9) | $ (1.42) |
ORGANIZATION AND SIGNIFICANT _9
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 15, 2016 | |
Equity interest owned | 100.00% | ||
Ethanol production capacity per year | 605 million gallons per year. | ||
Ethanol market capacity per year | Markets, on an annualized basis, nearly 1.0 billion gallons of ethanol. | ||
Other products produced per year | Produces, on an annualized basis, over 3.0 million tons of co-products. | ||
Accounts receivable used as collateral | $ 63,736 | $ 54,820 | |
Allowance for doubtful accounts | 39 | 12 | |
Bad debt expense | 27 | 45 | |
Accounts receivable | 74,307 | 67,636 | |
Net inventory valuation adjustment | 1,290 | 2,328 | |
Amortization of deferred financing costs | 511 | 900 | |
Unamortized deferred financing costs | $ 2,153 | $ 1,377 | |
Tax benefit | (0.10%) | 0.80% | |
State tax return | 5.70% | 5.40% | |
Potentially dilutive shares from convertible securities outstanding | 635,000 | ||
Employees covered by collective bargaining agreement | 37.00% | ||
Total purchase of ethanol | 10.00% | ||
Conserve capital, percentage | 60.00% | ||
Customer A And B [Member] | |||
Accounts receivable | $ 15,624 | $ 13,405 | |
Concentration risk percentage | 21.00% | 20.00% | |
Aurora Cooperative Elevator Company [Memeber] | |||
Equity interest owned | 26.07% | ||
Pacific Aurora [Member] | |||
Equity interest owned | 100.00% | 73.93% | |
Pacific Aurora [Member] | Aurora Cooperative Elevator Company [Memeber] | |||
Equity interest owned | 26.07% |
PACIFIC ETHANOL PLANTS. (Detail
PACIFIC ETHANOL PLANTS. (Details) - Pacific Aurora [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Cash and equivalents | $ 103 |
Inventories | 2,079 |
Other current assets | 341 |
Total current assets | 2,523 |
Property and equipment | 70,400 |
Other assets | 13,341 |
Total assets held-for-sale | 86,264 |
Less: noncurrent assets | (16,500) |
Total assets held-for-sale, current portion | 69,764 |
Accounts payable and accrued expenses | 20,711 |
Other current liabilities | 5,497 |
Total current liabilities | 26,208 |
Other non-current liabilities | 8,205 |
Total liabilities held-for-sale | $ 34,413 |
PACIFIC ETHANOL PLANTS. (Deta_2
PACIFIC ETHANOL PLANTS. (Details Narrative) - USD ($) $ in Thousands | Dec. 15, 2016 | Feb. 28, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 19, 2019 |
Equity interest owned | 100.00% | ||||||||||||
Additional paid in capital for book value and contribution and sale | $ 16,200 | ||||||||||||
Imapirment of assets held for sale | $ 29,300 | 29,300 | |||||||||||
Net Revenue | 1,424,881 | $ 1,515,371 | |||||||||||
Pre-tax income (loss) | (101,302) | (68,498) | |||||||||||
Net loss | $ (41,087) | $ (27,326) | $ (7,646) | $ (12,890) | $ (32,010) | $ (7,514) | $ (12,908) | $ (7,841) | $ (88,949) | (60,273) | |||
Aurora Cooperative Elevator Company [Memeber] | |||||||||||||
Equity interest owned | 26.07% | ||||||||||||
Pacific Aurora [Member] | |||||||||||||
Description of agreement closed term | (i) PE Central contributed to Pacific Aurora 100% of the equity interests of its wholly-owned subsidiaries, Pacific Ethanol Aurora East, LLC (“AE”) and Pacific Ethanol Aurora West, LLC (“AW”), which owned the Company’s Aurora East and Aurora West ethanol plants, respectively, and (ii) ACEC contributed to Pacific Aurora its grain elevator adjacent to the Aurora East and Aurora West properties and related grain handling assets, including the outer rail loop and the real property on which they are located. Following the closing of these transactions, PE Central owned 73.93% of Pacific Aurora and ACEC owned 26.07% of Pacific Aurora. | ||||||||||||
Equity interest owned | 73.93% | 100.00% | 100.00% | ||||||||||
Net Revenue | $ 163,500 | 233,600 | |||||||||||
Pre-tax income (loss) | 43,400 | 24,300 | |||||||||||
Net loss | $ 12,300 | $ 7,700 | |||||||||||
Pacific Aurora [Member] | Aurora Cooperative Elevator Company [Memeber] | |||||||||||||
Equity interest owned | 26.07% | ||||||||||||
PE Central [Member] | |||||||||||||
Equity interest owned | 73.93% | ||||||||||||
Equity ownership interest | $ 52,800 | ||||||||||||
Subsequent Event [Member] | Pacific Aurora [Member] | Aurora Cooperative Elevator Company [Memeber] | |||||||||||||
Total consideration | $ 52,800 | ||||||||||||
Promissory notes | $ 16,500 |
INTERCOMPANY AGREEMENTS. (Detai
INTERCOMPANY AGREEMENTS. (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 15, 2016Segments$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | |
Affiliate Management Agreement [Member] | |||
Agreement term | 1 year | ||
Agreement renewal term | 1 year | ||
Description of agreement termination | Pacific Ethanol 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. | ||
Revenues from related party | $ 12,682 | $ 12,048 | |
Ethanol Marketing Agreement [Member] | Ethanol Marketing Agreement [Member] | |||
Agreement term | 1 year | ||
Agreement renewal term | 1 year | ||
Description of agreement termination | (i) The estimated purchase price payable by the third-party purchaser of the ethanol, 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. | ||
Revenues from related party | 7,900,800 | 8,773 | |
Number of plants | Segments | 9 | ||
CornProcurement Agreement [Member] | Pacific Aurora [Member] | ACEC [Member] | |||
Agreement term | 1 year | ||
Agreement renewal term | 1 year | ||
Services fees (per bushel) | $ / shares | $ 0.03 | ||
Grain procurement expenses | $ 1,103 | 1,381 | |
CornProcurement Agreement [Member] | PacificAg Products [Member] | |||
Agreement term | 1 year | ||
Agreement renewal term | 1 year | ||
Description of agreement termination | Each facility appointed PAP as its exclusive agent to solicit, negotiate, enter into and administer, on its behalf, corn supply arrangements to procure the corn necessary to operate its facility. | ||
Services fees (per bushel) | $ / shares | $ 0.03 | $ 0.045 | |
Revenues from related party | $ 4,288 | 4,531 | |
Distillers Grains Marketing Agreements [Member] | PacificAg Products [Member] | |||
Description of agreement termination | Within ten days after a plant delivers co-products to PAP, the plant is paid an amount equal to (i) the estimated purchase price payable by the third-party purchaser of the co-products, minus (ii) the estimated amount of transportation costs to be incurred, minus (iii) the estimated amount of fees and taxes payable to governmental authorities in connection with the tonnage of the co-products produced or marketed, minus (iv) the estimated incentive fee payable to the Company, which equals (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 distillers grains marketing agreement had an initial term of one year and successive one year renewal periods at the option of the individual plant. | ||
Revenues from related party | $ 6,029 | $ 6,572 |
SEGMENTS. (Details)
SEGMENTS. (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net Sales | $ 1,424,881 | $ 1,515,371 | ||||||||
Cost of goods sold | $ 357,617 | $ 365,160 | $ 346,301 | $ 355,803 | $ 334,415 | $ 370,407 | $ 410,522 | $ 400,027 | 1,434,819 | 1,530,535 |
Income (loss) before benefit for income taxes | (101,302) | (68,498) | ||||||||
Depreciation | 47,909 | 40,849 | ||||||||
Interest expense | 20,206 | 17,132 | ||||||||
Intersegment eliminations [Member] | ||||||||||
Net Sales | (9,520) | (10,768) | ||||||||
Cost of goods sold | (10,829) | (10,963) | ||||||||
Ethanol Production [Member] | ||||||||||
Net Sales | 1,070,877 | 1,158,496 | ||||||||
Cost of goods sold | 1,095,742 | 1,197,507 | ||||||||
Income (loss) before benefit for income taxes | (93,367) | (77,833) | ||||||||
Depreciation | 47,206 | 40,099 | ||||||||
Interest expense | 7,569 | 7,116 | ||||||||
Ethanol Production [Member] | Ethanol/alcohol sales [Member] | ||||||||||
Net Sales | 800,262 | 859,815 | ||||||||
Ethanol Production [Member] | Co-product sales [Member] | ||||||||||
Net Sales | 268,996 | 296,686 | ||||||||
Ethanol Production [Member] | Intersegment sales [Member] | ||||||||||
Net Sales | 1,619 | 1,995 | ||||||||
Marketing and distribution [Member] | ||||||||||
Cost of goods sold | 349,906 | 343,991 | ||||||||
Income (loss) before benefit for income taxes | 7,442 | 18,191 | ||||||||
Interest expense | 3,053 | 1,388 | ||||||||
Marketing and distribution [Member] | Ethanol/alcohol sales, gross [Member] | ||||||||||
Net Sales | 353,792 | 357,011 | ||||||||
Marketing and distribution [Member] | Ethanol/alcohol sales, net [Member] | ||||||||||
Net Sales | 1,831 | 1,859 | ||||||||
Marketing and distribution [Member] | Intersegment eliminations [Member] | ||||||||||
Net Sales | 7,901 | 8,773 | ||||||||
Total marketing and distribution sales [Member] | ||||||||||
Net Sales | 363,524 | 367,643 | ||||||||
Corporate activities [Member] | ||||||||||
Income (loss) before benefit for income taxes | (15,357) | (8,856) | ||||||||
Depreciation | 703 | 750 | ||||||||
Interest expense | $ 9,584 | $ 8,628 |
SEGMENTS. (Details 1)
SEGMENTS. (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Total Assets | $ 612,495 | $ 659,981 |
Production [Member] | ||
Total Assets | 492,060 | 532,790 |
Marketing and distribution [Member] | ||
Total Assets | 106,863 | 112,984 |
Corporate assets [Member] | ||
Total Assets | $ 13,572 | $ 14,117 |
SEGMENTS. (Details Narrative)
SEGMENTS. (Details Narrative) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)Segments | Dec. 31, 2018USD ($) | |
Number of operating segments | Segments | 2 | |
Production Segment [Member] | ||
Management fees | $ 10,522 | $ 10,248 |
Marketing and Distribution Segment [Member] | ||
Management fees | $ 2,160 | $ 2,160 |
PROPERTY AND EQUIPMENT. (Detail
PROPERTY AND EQUIPMENT. (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment, Gross | $ 3,325 | |
Accumulated depreciation | (197,228) | (190,346) |
Property, Plant and Equipment, Net | 332,526 | 482,657 |
Facilities and plant equipment [Member] | ||
Property, Plant and Equipment, Gross | 495,513 | 621,909 |
Land [Member] | ||
Property, Plant and Equipment, Gross | 7,219 | 8,970 |
Other equipment, vehicles and furniture [Member] | ||
Property, Plant and Equipment, Gross | 11,229 | 11,812 |
Construction in progress [Member] | ||
Property, Plant and Equipment, Gross | $ 15,793 | $ 30,312 |
PROPERTY AND EQUIPMENT. (Deta_2
PROPERTY AND EQUIPMENT. (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation expense | $ 40,931 | $ 40,849 |
Capital Investment Activities [Member] | ||
Capitalized interest | $ 563 | $ 1,170 |
INTANGIBLE ASSET. (Details Narr
INTANGIBLE ASSET. (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 |
Intangible assets amount | $ 2,678 | $ 2,678 | |
Trade Names [Member] | Kinergy Marketing LLC [Member] | |||
Intangible assets amount | $ 2,678 |
DERIVATIVES. (Details)
DERIVATIVES. (Details) - Non Designated Derivative Instruments [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Cash collateral balance [Member] | ||
Derivative assets | $ 615 | $ 8,479 |
Commodity contracts [Member] | ||
Derivative assets | 2,438 | 1,765 |
Derivative liabilities | $ 1,860 | $ 6,309 |
DERIVATIVES. (Details 1)
DERIVATIVES. (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Realized Losses | $ (4,568) | $ (3,479) |
Unrealized Gains (Losses) | 5,123 | (3,235) |
Non Designated Derivative Instruments [Member] | Commodity Contracts [Member] | Cost of goods sold [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Realized Losses | (4,568) | (3,479) |
Unrealized Gains (Losses) | $ 5,123 | $ (3,235) |
DERIVATIVES. (Details Narrative
DERIVATIVES. (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Recognized gains and losses due to change in fair value | $ 555 | $ 6,714 |
DEBT. (Details)
DEBT. (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Long-term borrowings are summarized as follows | ||
Total debt | $ 245,487 | $ 233,505 |
Less unamortized debt premium (discount) | 461 | (690) |
Less unamortized debt financing costs | (2,153) | (1,377) |
Less short-term portion | (63,000) | (146,671) |
Long-term debt | 180,795 | 84,767 |
ICP term loan [Member] | Illinois Corn Processing, LLC [Member] | ||
Long-term borrowings are summarized as follows | ||
Term debt | 12,000 | 16,500 |
Parent Notes Payable [Member] | ||
Long-term borrowings are summarized as follows | ||
Notes payable | 65,649 | 66,948 |
ICP revolving loan [Member] | Illinois Corn Processing, LLC [Member] | ||
Long-term borrowings are summarized as follows | ||
Term debt | 18,000 | 18,000 |
Kinergy line of credit [Member] | Pekin term loan [Member] | ||
Long-term borrowings are summarized as follows | ||
Line of credit | 78,338 | 57,057 |
Pacific Ethanol Pekin, LLC [Member] | ICP term loan [Member] | ||
Long-term borrowings are summarized as follows | ||
Term debt | 39,500 | 43,000 |
Pacific Ethanol Pekin, LLC [Member] | ICP revolving loan [Member] | ||
Long-term borrowings are summarized as follows | ||
Term debt | $ 32,000 | $ 32,000 |
DEBT. (Details 1)
DEBT. (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 63,000 | |
2021 | 94,149 | |
2022 | 88,338 | |
2023 | ||
2024 | ||
Total debt | $ 245,487 | $ 233,505 |
DEBT. (Details Narrative)
DEBT. (Details Narrative) - USD ($) $ in Thousands | Dec. 16, 2019 | Aug. 06, 2019 | Sep. 15, 2017 | Aug. 07, 2017 | Jun. 30, 2017 | May 20, 2017 | Dec. 15, 2016 | Dec. 15, 2016 | Dec. 12, 2016 | Mar. 20, 2020 | Dec. 29, 2019 | Dec. 22, 2019 | Dec. 20, 2019 | Nov. 15, 2019 | Mar. 21, 2019 | Feb. 28, 2019 | Mar. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt maturity date | Dec. 15, 2019 | ||||||||||||||||||
Debt discount | $ (461) | $ 690 | |||||||||||||||||
Principal balance | 245,487 | 233,505 | |||||||||||||||||
Loss on debt extinguishment amount | $ (6,517) | ||||||||||||||||||
Working capital | 800 | ||||||||||||||||||
Shares issue | 5,500,000 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Shares issue | 5,500,000 | ||||||||||||||||||
Credit Agreement [Member] | Illinois Corn Processing, LLC [Member] | |||||||||||||||||||
Unused facility fees | 3.75% | ||||||||||||||||||
Principal payments | $ 40,000 | ||||||||||||||||||
Description payment terms | Maintain working capital of not less than $8.0 million. In addition, ICP is required to maintain an annual debt service coverage ratio of not less than 1.50 to 1.00 beginning for the year ending December 31, 2018. | ||||||||||||||||||
Pekin revolving loan [Member] | Credit Agreement [Member] | Illinois Corn Processing, LLC [Member] | |||||||||||||||||||
Maximum borrowing capacity | $ 18,000 | ||||||||||||||||||
Unused facility fees | 0.75% | ||||||||||||||||||
Description of debt covenant | Pekin's lender also imposed cross-default terms such that, until Pekin's lender and ICP's lender receive $40.0 million | ||||||||||||||||||
Description of principal amount | ICP's prior scheduled principal payment of $1.5 million, originally due on December 20, 2019, was deferred to the maturity date of September 20, 2021. Scheduled quarterly principal payments of $1.5 million will resume March 20, 2020. | ||||||||||||||||||
Kinergy Marketing LLC [Member] | Line of Credit [Member] | |||||||||||||||||||
Maximum borrowing capacity | $ 100,000 | ||||||||||||||||||
Line of credit maturity date | Aug. 2, 2022 | ||||||||||||||||||
Description of interest rate | Interest accrues under the line of credit at a rate equal to (i) the three-month London Interbank Offered Rate ("LIBOR"), plus (ii) a specified applicable margin ranging between 1.50% and 2.00%. The applicable margin was 1.50%, for a total rate of 3.90% at December 31, 2019. | ||||||||||||||||||
Interest rate at end of period | 3.90% | ||||||||||||||||||
Interest margin rate | 1.50% | ||||||||||||||||||
Description of payment made to company | 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. | ||||||||||||||||||
Line of credit | $ 78,338 | $ 57,057 | |||||||||||||||||
Kinergy Marketing LLC [Member] | Line of Credit [Member] | Maximum [Member] | |||||||||||||||||||
Unused facility fees | 0.375% | ||||||||||||||||||
Kinergy Marketing LLC [Member] | Line of Credit [Member] | Minimum [Member] | |||||||||||||||||||
Unused facility fees | 0.25% | ||||||||||||||||||
Pacific Ethanol Pekin, LLC [Member] | |||||||||||||||||||
Description of interest rate | The notes to extend the maturity date from December 15, 2019 to December 23, 2019 and amended the interest rate from the greater of 1% and the three-month LIBOR, plus 11% between December 15, 2018 through December 14, 2019, to 15% commencing on September 15, 2019. Under the amendment, Pacific Ethanol also agreed to pay the December 15, 2019 interest payment 50% in cash and 50% in-kind through the issuance of an additional note in the principal amount equal thereto. | ||||||||||||||||||
Interest rate at end of period | 15.00% | ||||||||||||||||||
Loss on debt extinguishment amount | $ 6,517 | ||||||||||||||||||
Pacific Ethanol Pekin, LLC [Member] | Credit Agreement [Member] | 1st Farm Credit Services [Member] | |||||||||||||||||||
Description of interest rate | Annual rate equal to the 30-day LIBOR plus 3.75%, payable monthly. | Annual rate equal to the 30-day LIBOR plus 5.00%. | |||||||||||||||||
Principal payments | $ 3,500 | $ 3,500 | |||||||||||||||||
Description of debt covenant | Under the terms of the Pekin Credit Agreement, Pekin is required to maintain not less than $20.0 million in working capital and an annual debt coverage ratio of not less than 1.25 to 1.0. | Maintain working capital of not less than $15.0 million from March 21, 2019 through July 15, 2019 and working capital of not less than $30.0 million from July 15, 2019 and continuing at all times thereafter. On July 15, 2019, Pekin and its lender agreed to a further amendment extending the aforementioned July 15, 2019 dates to November 15, 2019. | |||||||||||||||||
Pacific Ethanol Pekin, LLC [Member] | Amendment Credit Agreement [Member] | 1st Farm Credit Services [Member] | |||||||||||||||||||
Description of interest rate | Increase the interest rate under the facilities by 25 basis points to an annual rate equal to the 30-day LIBOR plus 4.00%. | ||||||||||||||||||
Description of debt covenant | Maintain working capital of not less than $17.5 million from August 31, 2017 through December 31, 2017 and working capital of not less than $20.0 million from January 1, 2018 and continuing at all times thereafter. In addition, the required Debt Service Coverage Ratio was reduced to 0.15 to 1.00 for the fiscal year ending December 31, 2017. | ||||||||||||||||||
Description of debt covenant subsequent | Working capital covenant requirement to $13.0 million for the month ended February 28, 2018. | ||||||||||||||||||
Pacific Ethanol Pekin, LLC [Member] | Pekin revolving loan [Member] | |||||||||||||||||||
Principal payments | $ 3,500 | ||||||||||||||||||
Pacific Ethanol Pekin, LLC [Member] | Pekin revolving loan [Member] | Credit Agreement [Member] | PE Central [Member] | |||||||||||||||||||
Debt face amount | $ 250 | ||||||||||||||||||
Principal payments | $ 10,500 | ||||||||||||||||||
Description of debt covenant | Pekin in an amount equal to $30.0 million, minus the then-existing amount of Pekin’s working capital, plus the amount of any accounts receivable owed by PE Central to Pekin, plus $12.0 million, or the Parent Contribution Amount. | ||||||||||||||||||
Pacific Ethanol Pekin, LLC [Member] | Pekin revolving loan [Member] | Credit Agreement [Member] | 1st Farm Credit Services [Member] | |||||||||||||||||||
Maximum borrowing capacity | $ 32,000 | $ 32,000 | |||||||||||||||||
Line of credit maturity date | Feb. 1, 2022 | ||||||||||||||||||
Unused facility fees | 0.75% | ||||||||||||||||||
Description of collateral | Secured by a first-priority security interest in all of Pekin’s assets under the terms of a Security Agreement | ||||||||||||||||||
Principal payments | $ 3,500 | ||||||||||||||||||
Frequency of periodic payments | Quarterly | ||||||||||||||||||
Description payment terms | Principal payment of $4.5 million at maturity on August 20, 2021 | Principal payments in the amount of $3.5 million each due on February 20, 2019 and May 20, 2019. | |||||||||||||||||
Facilities and Plant Equipment [Member] | Line of Credit [Member] | |||||||||||||||||||
Description of payment made to company | Payments that may be made by PAP to the Company as reimbursement for management and other services provided by the Company to PAP are limited under the terms of the credit facility to $500,000 per fiscal quarter. | ||||||||||||||||||
Description of collateral | The credit facility also includes the accounts receivable of PAP as additional collateral. | ||||||||||||||||||
Term Loan [Member] | Illinois Corn Processing, LLC [Member] | |||||||||||||||||||
Description payment terms | The revolving term commitment in increments of $500,000 by giving CoBank ten days prior written notice. | ||||||||||||||||||
Term Loan [Member] | Credit Agreement [Member] | Illinois Corn Processing, LLC [Member] | |||||||||||||||||||
Debt face amount | $ 24,000 | ||||||||||||||||||
Description of interest rate | Accrues at a rate equal to 3.75% plus the one-month LIBOR | ||||||||||||||||||
Principal payments | $ 1,500 | $ 40,000 | $ 40,000 | ||||||||||||||||
Frequency of periodic payments | Quarterly | ||||||||||||||||||
Description payment terms | Principal payments in sixteen equal consecutive quarterly installments of $1,500,000 each until September 20, 2021. | ||||||||||||||||||
Term Loan [Member] | Pacific Ethanol Pekin, LLC [Member] | |||||||||||||||||||
Debt face amount | $ 3,500 | ||||||||||||||||||
Debt maturity date | Mar. 31, 2018 | ||||||||||||||||||
Description of debt covenant | Pekin amended its term loan facility by reducing the amount of working capital it is required to maintain to not less than $13.0 million from March 31, 2018 through November 30, 2018 and not less than $16.0 million from December 1, 2018 and continuing at all times thereafter. | ||||||||||||||||||
Term Loan [Member] | Pacific Ethanol Pekin, LLC [Member] | Credit Agreement [Member] | |||||||||||||||||||
Principal payments | $ 40,000 | ||||||||||||||||||
Term Loan [Member] | Pacific Ethanol Pekin, LLC [Member] | Credit Agreement [Member] | Illinois Corn Processing, LLC [Member] | |||||||||||||||||||
Description of payment made to company | Under the amendment, ICP, collectively with Pekin, agreed to pay the lenders an aggregate of $40.0 million on or before September 30, 2020 to reduce the outstanding balances of the term loans under the ICP credit agreement and the Pekin credit agreement. The $40.0 million is an aggregate amount payable to ICP's lender and Pekin's lender, and allocated between them. The $40.0 million is to be funded through asset sales, proceeds of any award, judgment or settlement of litigation, or, at the Company's election, from funds contributed to ICP by the Company. Following receipt by the lenders under the ICP credit agreement and the Pekin credit agreement, collectively, of $40.0 million in full, and once any loans corresponding to the particular midwestern asset sold are repaid, any additional proceeds from a sale of the Company's midwestern plant assets will generally be allocated 33/34/33% among ICP's lender and Pekin's lender, collectively, the selling security holders, and the Company, respectively. Proceeds from the sale of any of the Company's western assets will generally be allocated 33/34/33% among Pekin's lender and ICP's lender, collectively, the selling security holders, and the Company, respectively. | ||||||||||||||||||
Term Loan [Member] | Pacific Ethanol Pekin, LLC [Member] | Credit Agreement [Member] | 1st Farm Credit Services [Member] | |||||||||||||||||||
Debt face amount | $ 64,000 | 64,000 | |||||||||||||||||
Debt maturity date | Aug. 20, 2021 | ||||||||||||||||||
Term Loan [Member] | Pacific Ethanol Pekin, LLC [Member] | Pekin revolving loan [Member] | Credit Agreement [Member] | |||||||||||||||||||
Description of payment made to company | Under the amendment, Pekin, collectively with ICP, agreed to pay the lenders an aggregate of $40.0 million on or before September 30, 2020 to reduce the outstanding balances of the term loans under the Pekin credit agreement and the ICP credit agreement. The $40.0 million is an aggregate amount payable to ICP's lender and Pekin's lender, and allocated between them. The $40.0 million is to be funded through asset sales, proceeds of any award, judgment or settlement of litigation, or, at the Company's election, from funds contributed to Pekin by the Company. Following receipt by the lenders under the ICP credit agreement and the Pekin credit agreement, collectively, of $40.0 million in full, and once any loans corresponding to the particular midwestern asset sold are repaid, additional proceeds from the sale of any of the Company's midwestern plant assets will generally be allocated 33/34/33% among ICP's lender and Pekin's lender, collectively, the selling security holders, and the Company, respectively. Proceeds from the sale of any of the Company's western assets will generally be allocated 33/34/33% among Pekin's lender and ICP's lender, collectively, the selling security holders, and the Company, respectively. | ||||||||||||||||||
Debt face amount | $ 3,500 | ||||||||||||||||||
Principal payments | $ 3,500 | ||||||||||||||||||
ICP [Member] | Notes Payable [Member] | Subsequent Event [Member] | |||||||||||||||||||
Paid in kind interest | $ 300 | ||||||||||||||||||
Principal balance | 1,500 | ||||||||||||||||||
Interest payable | 2,500 | ||||||||||||||||||
Pekin [Member] | Notes Payable [Member] | Subsequent Event [Member] | |||||||||||||||||||
Interest payable | $ 1,000 | ||||||||||||||||||
Five Accredited Investors [Member] | Notes Payable [Member] | Second Note Purchase Agreement [Member] | |||||||||||||||||||
Debt face amount | $ 13,900 | ||||||||||||||||||
Principal payments | $ 68,900 | ||||||||||||||||||
Description of borrowing terms | Private offering for aggregate gross proceeds of 97% of the principal amount of the notes sold | ||||||||||||||||||
Five Accredited Investors [Member] | Notes Payable [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||
Debt face amount | $ 55,000 | ||||||||||||||||||
Description of borrowing terms | Private offering for aggregate gross proceeds of 97% of the principal amount of the Notes sold. | ||||||||||||||||||
Five Accredited Investors [Member] | Total Notes Payable [Member] | Note Purchase Agreement [Member] | |||||||||||||||||||
Debt maturity date | Dec. 15, 2019 | ||||||||||||||||||
Description of interest rate | (i) the greater of 1% and the three-month LIBOR, plus 7.0% from the closing through December 14, 2017, (ii) the greater of 1% and LIBOR, plus 9% between December 15, 2017 and December 14, 2018, and (iii) the greater of 1% and LIBOR plus 11% between December 15, 2018 and the Maturity Date. | ||||||||||||||||||
Debt default interest rate | 2.00% |
LEASES. (Details)
LEASES. (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Equipment [Member] | |
2020 | $ 3,736 |
2021 | 2,202 |
2022 | 2,083 |
2023 | 1,475 |
2024 | 858 |
2025-43 | 726 |
Less Interest | (1,453) |
Total | 9,627 |
Land-Related Leases [Member] | |
2020 | 1,054 |
2021 | 1,077 |
2022 | 1,100 |
2023 | 1,013 |
2024 | 1,001 |
2025-43 | 33,160 |
Less Interest | (23,404) |
Total | $ 15,001 |
LEASES. (Details Narrative)
LEASES. (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Right of assets and operating lease liability | $ 43,753 |
Operating lease, weighted average discount rate | 6.00% |
Operating lease costs | $ 9,948 |
Selling, General and Administrative Expenses [Member] | |
Operating lease costs | $ 472 |
Equipment [Member] | |
Weighted average remaining lease term | 2 years 5 months 16 days |
Land-Related Leases [Member] | |
Weighted average remaining lease term | 13 years 11 months 8 days |
Minimum [Member] | |
Lease term | 1 year |
Maximum [Member] | |
Lease term | 56 years |
PENSION PLANS. (Details)
PENSION PLANS. (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Components of net periodic benefit costs are as follows: | ||
Loss recognized in other comprehensive income (expense) | $ (89) | $ 225 |
Retirement Plan [Member] | ||
Changes in plan assets: | ||
Fair value of plan assets, beginning | 13,257 | 13,958 |
Actual gains (losses) | 2,692 | (946) |
Benefits paid | (698) | (667) |
Company contributions | 403 | 912 |
Participant contributions | ||
Fair value of plan assets, ending | 15,654 | 13,257 |
Less: projected accumulated benefit obligation | 21,643 | 18,690 |
Funded status, (underfunded)/overfunded | (5,989) | (5,433) |
Amounts recognized in the consolidated balance sheets: | ||
Other liabilities | (5,989) | (5,433) |
Accumulated other comprehensive loss (income) | 1,654 | 1,069 |
Components of net periodic benefit costs are as follows: | ||
Service cost | 374 | 424 |
Interest cost | 760 | 694 |
Expected return on plan assets | (760) | (816) |
Net periodic benefit cost | 374 | 302 |
Loss recognized in other comprehensive income (expense) | $ 585 | $ 343 |
Assumptions used in computation benefit obligations: | ||
Discount rate | 3.25% | 4.15% |
Expected long-term return on plan assets | 6.25% | 6.25% |
Rate of compensation increase |
PENSION PLANS. (Details 1)
PENSION PLANS. (Details 1) - Retirement Plan [Member] $ in Thousands | Dec. 31, 2019USD ($) |
2020 | $ 800 |
2021 | 810 |
2022 | 840 |
2023 | 880 |
2024 | 920 |
2025-29 | 5,250 |
Total expected benefit payments | $ 9,500 |
PENSION PLANS. (Details 2)
PENSION PLANS. (Details 2) - Postretirement Plan [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Amounts at the end of the year: | ||
Accumulated/projected benefit obligation | $ 5,274 | $ 5,711 |
Fair value of plan assets | ||
Funded status, (underfunded)/overfunded | (5,274) | (5,711) |
Amounts recognized in the consolidated balance sheets: | ||
Accrued liabilities | (280) | (320) |
Other liabilities | (4,994) | (5,391) |
Accumulated other comprehensive loss | $ 716 | $ 1,390 |
PENSION PLANS. (Details 3)
PENSION PLANS. (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Components of net periodic benefit costs are as follows: | ||
Gain recognized in other comprehensive income | $ (89) | $ 225 |
Postretirement Plan [Member] | ||
Amounts recognized in the plan for the year: | ||
Company contributions | 171 | 137 |
Participant contributions | 24 | 14 |
Benefits paid | (195) | (152) |
Components of net periodic benefit costs are as follows: | ||
Service cost | 67 | 83 |
Interest cost | 219 | 182 |
Amortization of prior service costs | 122 | 131 |
Net periodic benefit cost | 408 | 396 |
Gain recognized in other comprehensive income | $ (674) | $ (118) |
Discount rate used in computation of benefit obligations | 2.95% | 3.35% |
PENSION PLANS. (Details 4)
PENSION PLANS. (Details 4) - Postretirement Plan [Member] $ in Thousands | Dec. 31, 2019USD ($) |
2020 | $ 280 |
2021 | 320 |
2022 | 300 |
2023 | 330 |
2024 | 370 |
Thereafter | 2,060 |
Total expected benefit payments | $ 3,660 |
PENSION PLANS. (Details Narrati
PENSION PLANS. (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Percentage of adjusting rate assumed health care | For purposes of determining the cost and obligation for pre-Medicare postretirement medical benefits, 6.75% annual rate of increase in the per capita cost of covered benefits (i.e., health care trend rate) was assumed for the plan in 2021, adjusting to a rate of 4.50% in 2030. | |
Pension plan description | The pension plan's current investment target allocations are 50% equities and 50% debt. The pension committee reviews the actual asset allocation in light of these targets periodically and rebalances investments as necessary. | |
Retirement Plan [Member] | ||
Expected net periodic benefit cost for 2017 | $ 800 | |
Retirement Plan [Member] | Forecast [Member] | ||
Expected contributions by the company | $ 700 | |
Net periodic benefit cost | $ 200 |
INCOME TAXES. (Details)
INCOME TAXES. (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Current provision (benefit) | $ (22) | $ (589) |
Deferred provision (benefit) | 2 | 27 |
Total | $ (20) | $ (562) |
INCOME TAXES. (Details 1)
INCOME TAXES. (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Effective income tax rate reconciliation | ||
Statutory rate | 21.00% | 21.00% |
State income taxes, net of federal benefit | 5.70% | 5.40% |
Change in valuation allowance | (22.40%) | (20.30%) |
Noncontrolling interest | (3.30%) | (3.00%) |
Non-deductible items | (0.10%) | (0.70%) |
Other | (1.00%) | (1.60%) |
Effective rate | (0.10%) | 0.80% |
INCOME TAXES. (Details 2)
INCOME TAXES. (Details 2) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 61,775 | $ 48,082 |
R&D, Energy and AMT credits | 3,864 | 4,247 |
Disallowed interest | 8,242 | 3,769 |
Railcar contracts | 379 | 650 |
Stock-based compensation | 551 | 782 |
Allowance for doubtful accounts and other assets | 578 | 643 |
Derivatives | 1,214 | |
Pension liability | 2,979 | 2,941 |
Property and equipment | 3,325 | |
Other | 3,458 | 2,134 |
Total deferred tax assets | 85,151 | 64,462 |
Deferred tax liabilities: | ||
Property and equipment | (23,013) | |
Intangibles | (749) | (749) |
Derivatives | (153) | |
Other | (437) | (363) |
Total deferred tax liabilities | (1,339) | (24,125) |
Valuation allowance | (84,065) | (40,588) |
Net deferred tax liabilities, included in other liabilities | $ (253) | $ (251) |
INCOME TAXES. (Details 3)
INCOME TAXES. (Details 3) $ in Thousands | Dec. 31, 2019USD ($) |
Federal [Member] | |
Non-expiring NOLs | $ 71,538 |
Net operating loss carryforward | 228,837 |
Federal [Member] | 2020–2024 [Member] | |
Net operating loss carryforward | |
Federal [Member] | 2025–2029 [Member] | |
Net operating loss carryforward | 13,781 |
Federal [Member] | 2030–2034 [Member] | |
Net operating loss carryforward | 101,576 |
Federal [Member] | 2035 and after [Member] | |
Net operating loss carryforward | 41,942 |
State [Member] | |
Non-expiring NOLs | |
Net operating loss carryforward | 216,265 |
State [Member] | 2020–2024 [Member] | |
Net operating loss carryforward | |
State [Member] | 2025–2029 [Member] | |
Net operating loss carryforward | 28,993 |
State [Member] | 2030–2034 [Member] | |
Net operating loss carryforward | 35,238 |
State [Member] | 2035 and after [Member] | |
Net operating loss carryforward | $ 152,034 |
INCOME TAXES. (Details 4)
INCOME TAXES. (Details 4) $ in Thousands | Dec. 31, 2019USD ($) |
Federal [Member] | |
2020 | $ 146,738 |
2021 | 6,308 |
2022 | 6,308 |
2023 | 6,308 |
2024 | 6,308 |
State [Member] | |
2020 | 169,539 |
2021 | 5,318 |
2022 | 5,318 |
2023 | 5,318 |
2024 | $ 5,135 |
INCOME TAXES. (Details 5)
INCOME TAXES. (Details 5) | 12 Months Ended |
Dec. 31, 2018 | |
Federal [Member] | |
Tax Years still open to audit | 2016 – 2018 |
Arizona [Member] | |
Tax Years still open to audit | 2015 – 2018 |
California [Member] | |
Tax Years still open to audit | 2015 – 2018 |
Colorado [Member] | |
Tax Years still open to audit | 2014 – 2018 |
Idaho [Member] | |
Tax Years still open to audit | 2016 – 2018 |
Illinois [Member] | |
Tax Years still open to audit | 2016 – 2018 |
Indiana [Member] | |
Tax Years still open to audit | 2016 – 2018 |
Iowa [Member] | |
Tax Years still open to audit | 2016 – 2018 |
Kansas [Member] | |
Tax Years still open to audit | 2016 – 2018 |
Minnesota [Member] | |
Tax Years still open to audit | 2016 – 2018 |
Missouri [Member] | |
Tax Years still open to audit | 2016 – 2018 |
Nebraska [Member] | |
Tax Years still open to audit | 2016 – 2018 |
Oklahoma [Member] | |
Tax Years still open to audit | 2016 – 2018 |
Oregon [Member] | |
Tax Years still open to audit | 2016 – 2018 |
Texas [Member] | |
Tax Years still open to audit | 2015 – 2018 |
INCOME TAXES. (Details Narrativ
INCOME TAXES. (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation allowance | $ 84,065 | $ 40,588 |
Increase (decrease) in valuation allowance | 43,477 | |
Description of income tax | Provisions of Internal Revenue Code Section 163(j), as amended by the TCJA, became effective which now limits the deductibility of interest expense to 30% of adjusted taxable income. | |
Accrued tax uncertainties | 235 | $ 235 |
Provision (benefit) for income taxes | (20) | (562) |
Valuation allowance absent of deferred tax liability | 10,545 | 15,949 |
Decreased gross deferred assets | 10,170 | |
Increase deferred assets | 22,641 | 20,836 |
Deferred tax assets | $ 8,242 | $ 3,769 |
Revised federal income tax rate | 21.00% | |
U.S. corporate income tax rate | 21.00% | |
U.S. Corporate [Member] | ||
Provision (benefit) for income taxes | $ 321 | |
Federal [Member] | ||
Remaining net operating loss carryforwards | 228,837 | |
State [Member] | ||
Remaining net operating loss carryforwards | $ 216,265 |
PREFERRED STOCK. (Details Narra
PREFERRED STOCK. (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Preferred undesignated shares authorized | 6,734,835 | |
Preferred shares authorized | 10,000,000 | 10,000,000 |
Preferred stock dividends accrued and paid | $ 946 | $ 1,265 |
Preferred stock dividends and not yet pay in cash | $ 319 | |
Pecentage of preferred stock | 25.00% | |
Series A Preferred Stock [Member] | ||
Preferred shares authorized | 1,684,375 | 1,684,375 |
Preferred shares outstanding | ||
Cumulative dividends payable in cash | 5.00% | 7.00% |
Series B Preferred Stock [Member] | ||
Preferred shares authorized | 1,580,790 | 1,580,790 |
Preferred shares outstanding | 926,942 | 926,942 |
Preferred stock convertible into common shares, common shares | 634,641 | |
Liquidation preference stock holder | $ 19.50 |
COMMON STOCK AND WARRANTS. (Det
COMMON STOCK AND WARRANTS. (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Begining Balance | 4 | |
Warrants expired | (4) | |
Warrants issued | 5,500 | |
Ending Balance | 5,500 | |
Price per Share | ||
Begining Balance | $ 735 | |
Warrants expired | 735 | |
Warrants issued | 1 | |
Ending Balance | 1 | |
Weighted Average Exercise Price | ||
Begining Balance | 735 | |
Warrants issued | 1 | |
Warrants expired | 735 | |
Ending Balance | $ 1 |
COMMON STOCK AND WARRANTS. (D_2
COMMON STOCK AND WARRANTS. (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
COMMON STOCK AND WARRANTS (Textual) | |||
Issued warrants to purchase aggregate | 5,500,000 | ||
Exercise price | $ 1 | $ 1 | |
Fair value adjustments for warrants | $ 977,000 | ||
Number of stock issued (in shares) | 3,137,392 | 838,213 | |
Number of stock issued, value | $ 3,670,413 | $ 2,056,966 | |
Fees paid | $ 65,838 | $ 36,951 | |
Maturity term | Dec. 15, 2019 | ||
Issued nonvoting common shares exercisable | 3,539,236 | ||
Non-Voting Common Stock [Member] | |||
COMMON STOCK AND WARRANTS (Textual) | |||
Issued nonvoting common shares exercisable | 896 |
STOCK-BASED COMPENSATION. (Deta
STOCK-BASED COMPENSATION. (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | ||
Begining Balance | 229 | 230 |
Options cancelled | (1) | |
Ending Balance | 229 | 229 |
Options exercisable at end of year | 229 | 229 |
Weighted Average Exercise Price | ||
Begining Balance | $ 4.15 | $ 4.18 |
Options cancelled | 12.90 | |
Ending Balance | 4.15 | 4.15 |
Options exercisable at end of year | $ 4.15 | $ 4.15 |
STOCK-BASED COMPENSATION. (De_2
STOCK-BASED COMPENSATION. (Details 1) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
$3.74 | |
Number Outstanding | shares | 219 |
Weighted Average Remaining Contractual Life (yrs) | 3 years 5 months 20 days |
Weighted Average Exercise Price | $ / shares | $ 3.74 |
Number Exercisable | shares | 219 |
Weighted Average Exercise Price | $ / shares | $ 3.74 |
$12.90 | |
Number Outstanding | shares | 10 |
Weighted Average Remaining Contractual Life (yrs) | 1 year 7 months 2 days |
Weighted Average Exercise Price | $ / shares | $ 12.90 |
Number Exercisable | shares | 10 |
Weighted Average Exercise Price | $ / shares | $ 12.90 |
STOCK-BASED COMPENSATION. (De_3
STOCK-BASED COMPENSATION. (Details 2) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Shares | |
Begining Balance | shares | 1,635 |
Issued | shares | 1,434 |
Vested | shares | (669) |
Canceled | shares | (199) |
Ending Balance | shares | 2,201 |
Weighted Average Grant Date Fair Value | |
Begining Balance | $ / shares | $ 3.49 |
Issued | $ / shares | 1.01 |
Vested | $ / shares | 3.96 |
Canceled | $ / shares | 2.31 |
Ending Balance | $ / shares | $ 1.84 |
STOCK-BASED COMPENSATION. (De_4
STOCK-BASED COMPENSATION. (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total stock-based compensation expense | $ 2,809 | $ 3,438 |
Employees [Member] | ||
Total stock-based compensation expense | 2,422 | 2,905 |
Non-Employees [Member] | ||
Total stock-based compensation expense | $ 387 | $ 533 |
STOCK-BASED COMPENSATION. (De_5
STOCK-BASED COMPENSATION. (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Nov. 07, 2019 | Jun. 16, 2018 | Jun. 14, 2018 | |
Compensation cost weighted average period | 9 months 11 days | ||||
Total compensation cost related to unvested awards | $ 2,042 | ||||
Stock Options [Member] | |||||
Fair value of stock vested | $ 599 | $ 1,629 | |||
2006 Stock Incentive Plan [Member] | |||||
Shares authorized | 1,715,000 | ||||
2016 Stock Incentive Plan [Member] | |||||
Shares authorized | 5,650,000 | 1,150,000 | 3,650,000 |
COMMITMENTS AND CONTINGENCIES.
COMMITMENTS AND CONTINGENCIES. (Details Narrative) $ in Thousands | Sep. 30, 2016USD ($) | Dec. 31, 2019USD ($)gal | Dec. 31, 2018USD ($) |
Open fixed-price sales contracts valued | $ 30,116 | ||
Indexed price purchase contracts | gal | 204,563,000 | ||
Legal counsel fees | $ 25 | ||
Property Tax Assessment [Member] | |||
Maximum amount of finance to be amortized under property tax assessments | $ 10,000 | ||
Project amortized period | 20 years | ||
Capital expenditures | 9,342 | $ 9,342 | |
Additional property tax payments | $ 900 | ||
Interest rate on outstanding balance of assessment | 5.60% | ||
Ethanol Purchase Contracts [Member] | |||
Open fixed-price sales contracts valued | $ 3,893 | ||
Purchase Commitment [Member] | |||
Open fixed-price sales contracts valued | $ 21,861 | ||
Indexed price purchase contracts | gal | 6,317,000 | ||
Ethanol Sales Contracts [Member] | |||
Open fixed-price sales contracts valued | $ 104,014 |
FAIR VALUE MEASUREMENTS. (Detai
FAIR VALUE MEASUREMENTS. (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)Segmentsshares | Dec. 31, 2018shares | Dec. 31, 2017shares | |
Original Issuance | Dec. 22, 2019 | ||
Term (years) | 3 years | ||
Warrants Outstanding | shares | 5,500 | 4 | |
Fair Value | $ | $ 977,000 | ||
Measurement Input, Exercise Price [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 1 | ||
Measurement Input, Price Volatility [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 76 | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 1.66 |
FAIR VALUE MEASUREMENTS. (Det_2
FAIR VALUE MEASUREMENTS. (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | |
Assets: | |||
Assets | $ 88,492 | $ 15,022 | |
Liabilities: | |||
Liabilities | (2,837) | ||
Long-lived assets held-for-sale [Member] | |||
Assets: | |||
Assets | 70,400 | ||
Derivative Financial Instrument [Member] | |||
Assets: | |||
Assets | 2,438 | 1,765 | |
Liabilities: | |||
Liabilities | (1,860) | (6,309) | |
Defined Benefit Plan Assets Large U.S. Equity [Member] | |||
Assets: | |||
Assets | [1],[2] | $ 4,654 | $ 3,621 |
Benefit plan allocation percentage | [1],[2] | 30.00% | 27.00% |
Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | |||
Assets: | |||
Assets | [1],[3] | $ 2,348 | $ 1,844 |
Benefit plan allocation percentage | [1],[3] | 15.00% | 14.00% |
Defined Benefit Plan Assets International Equity [Member] | |||
Assets: | |||
Assets | [1],[4] | $ 2,596 | $ 2,106 |
Benefit plan allocation percentage | [1],[4] | 17.00% | 16.00% |
Defined Benefit Plan Assets Fixed Income [Member] | |||
Assets: | |||
Assets | [1],[5] | $ 6,056 | $ 5,686 |
Benefit plan allocation percentage | [1],[5] | 38.00% | 43.00% |
Level 1 [Member] | |||
Assets: | |||
Assets | $ 2,438 | $ 1,765 | |
Liabilities: | |||
Liabilities | (1,860) | ||
Level 1 [Member] | Long-lived assets held-for-sale [Member] | |||
Assets: | |||
Assets | |||
Level 1 [Member] | Derivative Financial Instrument [Member] | |||
Assets: | |||
Assets | 2,438 | 1,765 | |
Liabilities: | |||
Liabilities | (1,860) | (6,309) | |
Level 1 [Member] | Defined Benefit Plan Assets Large U.S. Equity [Member] | |||
Assets: | |||
Assets | [1],[2] | ||
Level 1 [Member] | Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | |||
Assets: | |||
Assets | [1],[3] | ||
Level 1 [Member] | Defined Benefit Plan Assets International Equity [Member] | |||
Assets: | |||
Assets | [1],[4] | ||
Level 1 [Member] | Defined Benefit Plan Assets Fixed Income [Member] | |||
Assets: | |||
Assets | [1],[5] | ||
Level 2 [Member] | |||
Assets: | |||
Assets | 15,654 | 13,257 | |
Liabilities: | |||
Liabilities | |||
Level 2 [Member] | Long-lived assets held-for-sale [Member] | |||
Assets: | |||
Assets | |||
Level 2 [Member] | Derivative Financial Instrument [Member] | |||
Assets: | |||
Assets | |||
Liabilities: | |||
Liabilities | |||
Level 2 [Member] | Defined Benefit Plan Assets Large U.S. Equity [Member] | |||
Assets: | |||
Assets | [1],[2] | 4,654 | 3,621 |
Level 2 [Member] | Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | |||
Assets: | |||
Assets | [1],[3] | 2,348 | 1,844 |
Level 2 [Member] | Defined Benefit Plan Assets International Equity [Member] | |||
Assets: | |||
Assets | [1],[4] | 2,596 | 2,106 |
Level 2 [Member] | Defined Benefit Plan Assets Fixed Income [Member] | |||
Assets: | |||
Assets | [1],[5] | 6,056 | 5,686 |
Level 3 [Member] | |||
Assets: | |||
Assets | |||
Liabilities: | |||
Liabilities | (977) | ||
Level 3 [Member] | Long-lived assets held-for-sale [Member] | |||
Assets: | |||
Assets | 70,400 | ||
Level 3 [Member] | Derivative Financial Instrument [Member] | |||
Assets: | |||
Assets | |||
Liabilities: | |||
Liabilities | |||
Level 3 [Member] | Defined Benefit Plan Assets Large U.S. Equity [Member] | |||
Assets: | |||
Assets | [1],[2] | ||
Level 3 [Member] | Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | |||
Assets: | |||
Assets | [1],[3] | ||
Level 3 [Member] | Defined Benefit Plan Assets International Equity [Member] | |||
Assets: | |||
Assets | [1],[4] | ||
Level 3 [Member] | Defined Benefit Plan Assets Fixed Income [Member] | |||
Assets: | |||
Assets | [1],[5] | ||
Warrant [Member] | |||
Liabilities: | |||
Liabilities | (977) | ||
Warrant [Member] | Level 1 [Member] | |||
Liabilities: | |||
Liabilities | |||
Warrant [Member] | Level 2 [Member] | |||
Liabilities: | |||
Liabilities | |||
Warrant [Member] | Level 3 [Member] | |||
Liabilities: | |||
Liabilities | $ (977) | ||
[1] | See Note 10 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. |
FAIR VALUE MEASUREMENTS. (Det_3
FAIR VALUE MEASUREMENTS. (Details Narrative) $ in Thousands | Dec. 31, 2019USD ($) |
Fair Value Measurements (Textual) | |
Fair value | $ 70,400 |
PARENT COMPANY FINANCIALS. (Det
PARENT COMPANY FINANCIALS. (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | |||
Cash and cash equivalents | $ 18,997 | $ 26,627 | $ 49,489 |
Other current assets | 4,430 | 11,866 | |
Total current assets | 232,064 | 168,804 | |
Property and equipment, net | 332,526 | 482,657 | |
Other Assets: | |||
Right of use lease assets | 24,346 | ||
Other assets | 4,381 | 5,842 | |
Total Assets | 612,495 | 659,981 | |
Current Liabilities: | |||
Current portion of long-term debt | 63,000 | 146,671 | |
Total current liabilities | 160,398 | 231,859 | |
Other liabilities | 6,060 | 7,282 | |
Total Liabilities | 385,450 | 340,616 | |
Stockholders' Equity: | |||
Common and non-voting common stock | 56 | 46 | |
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 | |
Total Liabilities and Stockholders' Equity | 612,495 | 659,981 | |
Parent Company [Member] | |||
Current Assets: | |||
Cash and cash equivalents | 4,985 | 6,759 | $ 5,314 |
Receivables from subsidiaries | 13,057 | 17,156 | |
Other current assets | 2,349 | 1,659 | |
Total current assets | 20,391 | 25,574 | |
Property and equipment, net | 269 | 522 | |
Other Assets: | |||
Investments in subsidiaries | 218,464 | 286,666 | |
Right of use lease assets | 3,253 | ||
Pacific Ethanol West plant receivable | 55,750 | 58,766 | |
Other assets | 1,452 | 1,437 | |
Total other assets | 278,919 | 346,869 | |
Total Assets | 299,579 | 372,965 | |
Current Liabilities: | |||
Accounts payable and accrued liabilities | 5,907 | 2,469 | |
Accrued PE Op Co. purchase | 3,829 | 3,829 | |
Current portion of long-term debt | 10,000 | 66,255 | |
Other current liabilities | 659 | 385 | |
Total current liabilities | 20,395 | 72,938 | |
Long-term debt, net | 56,110 | ||
Deferred tax liabilities | 253 | 251 | |
Other liabilities | 3,041 | 9 | |
Total Liabilities | 79,799 | 73,198 | |
Stockholders' Equity: | |||
Preferred stock | 1 | 1 | |
Common and non-voting common stock | 56 | 46 | |
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 | |
Total Liabilities and Stockholders' Equity | $ 299,579 | $ 372,965 |
PARENT COMPANY FINANCIALS. (D_2
PARENT COMPANY FINANCIALS. (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Selling, general and administrative expenses | $ 35,453 | $ 36,373 | ||||||||
Loss from operations | $ (37,919) | $ (23,503) | $ (2,737) | $ (10,524) | $ (30,211) | $ (5,202) | $ (10,171) | $ (5,953) | (74,683) | (51,537) |
Loss on debt extinguishment | (6,517) | |||||||||
Interest expense | (20,206) | (17,132) | ||||||||
Loss before provision (benefit) for income taxes | (101,302) | (68,498) | ||||||||
Benefit for income taxes | 20 | 562 | ||||||||
Consolidated net loss | (101,282) | (67,936) | ||||||||
Parent Company [Member] | ||||||||||
Management fees from subsidiaries | 12,682 | 12,408 | ||||||||
Selling, general and administrative expenses | 16,007 | 16,795 | ||||||||
Loss from operations | (3,325) | (4,387) | ||||||||
Loss on debt extinguishment | 6,517 | |||||||||
Interest income | 4,600 | 4,703 | ||||||||
Interest expense | (9,637) | (8,678) | ||||||||
Other expense, net | (86) | (74) | ||||||||
Loss before provision (benefit) for income taxes | (14,965) | (8,436) | ||||||||
Benefit for income taxes | 20 | 562 | ||||||||
Loss before equity in earnings of subsidiaries | (14,945) | (7,874) | ||||||||
Equity in losses of subsidiaries | (74,004) | (52,399) | ||||||||
Consolidated net loss | $ (88,949) | $ (60,273) |
PARENT COMPANY FINANCIALS. (D_3
PARENT COMPANY FINANCIALS. (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Activities: | ||||||||||
Net loss | $ (41,087) | $ (27,326) | $ (7,646) | $ (12,890) | $ (32,010) | $ (7,514) | $ (12,908) | $ (7,841) | $ (88,949) | $ (60,273) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||||||||
Loss on debt extinguishment | (6,517) | |||||||||
Amortization of debt discounts | 689 | 720 | ||||||||
Changes in operating assets and liabilities: | ||||||||||
Accounts receivables | (6,698) | 12,663 | ||||||||
Accounts payable and accrued expenses | (2,587) | 4,105 | ||||||||
Net cash provided by (used in) operating activities | (23,363) | 1,566 | ||||||||
Investing Activities: | ||||||||||
Additions to property and equipment | (3,281) | (15,154) | ||||||||
Net cash used in investing activities | (3,281) | (15,154) | ||||||||
Financing Activities: | ||||||||||
Proceeds from issuances of common stock | 3,670 | 2,057 | ||||||||
Net cash provided by (used in) financing activities | 19,014 | (9,274) | ||||||||
Net increase (decrease) in cash and cash equivalents | (7,630) | (22,862) | ||||||||
Cash and cash equivalents at beginning of period | 26,627 | 49,489 | 26,627 | 49,489 | ||||||
Cash and cash equivalents at end of period | 18,997 | 26,627 | 18,997 | 26,627 | ||||||
Parent Company [Member] | ||||||||||
Operating Activities: | ||||||||||
Net loss | (88,949) | (60,273) | ||||||||
Adjustments to reconcile net loss to cash used in operating activities: | ||||||||||
Equity in losses of subsidiaries | 74,004 | 52,399 | ||||||||
Dividends from subsidiaries | 25,000 | |||||||||
Depreciation | 267 | 567 | ||||||||
Loss on debt extinguishment | 6,517 | |||||||||
Deferred income taxes | 27 | |||||||||
Amortization of debt discounts | 689 | 720 | ||||||||
Changes in operating assets and liabilities: | ||||||||||
Accounts receivables | (9,018) | |||||||||
Other assets | 3,277 | 100 | ||||||||
Accounts payable and accrued expenses | 2,673 | 740 | ||||||||
Accounts receivable with subsidiaries | 2,115 | |||||||||
Accounts payable with subsidiaries | (49) | 2,409 | ||||||||
Net cash provided by (used in) operating activities | 544 | 12,671 | ||||||||
Investing Activities: | ||||||||||
Additions to property and equipment | (14) | (18) | ||||||||
Investments in subsidiaries | (10,000) | |||||||||
Net cash used in investing activities | (14) | (10,018) | ||||||||
Financing Activities: | ||||||||||
Proceeds from issuances of common stock | 3,670 | 2,057 | ||||||||
Debt issuances costs | (1,280) | |||||||||
Payments on senior notes | (3,748) | (2,000) | ||||||||
Preferred stock dividend payments | (946) | (1,265) | ||||||||
Net cash provided by (used in) financing activities | (2,304) | (1,208) | ||||||||
Net increase (decrease) in cash and cash equivalents | (1,774) | 1,445 | ||||||||
Cash and cash equivalents at beginning of period | $ 6,759 | $ 5,314 | 6,759 | 5,314 | ||||||
Cash and cash equivalents at end of period | $ 4,985 | $ 6,759 | $ 4,985 | $ 6,759 |
PARENT COMPANY FINANCIALS. (D_4
PARENT COMPANY FINANCIALS. (Details Narrative) $ in Thousands | Dec. 31, 2019USD ($) |
Condensed Financial Information Disclosure [Abstract] | |
Net asset | $ 180,900 |
QUARTERLY FINANCIAL DATA (UNA_3
QUARTERLY FINANCIAL DATA (UNAUDITED). (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Data Unaudited | ||||||||||
Net sales | $ 357,617 | $ 365,160 | $ 346,301 | $ 355,803 | $ 334,415 | $ 370,407 | $ 410,522 | $ 400,027 | $ 1,434,819 | $ 1,530,535 |
Gross profit (loss) | 3,196 | (14,816) | 3,971 | (2,289) | (21,021) | 3,768 | (1,273) | 3,362 | (9,938) | (15,164) |
Loss from operations | (37,919) | (23,503) | (2,737) | (10,524) | (30,211) | (5,202) | (10,171) | (5,953) | (74,683) | (51,537) |
Net loss attributed to Pacific Ethanol, Inc. | (41,087) | (27,326) | (7,646) | (12,890) | (32,010) | (7,514) | (12,908) | (7,841) | (88,949) | (60,273) |
Preferred stock dividends | (319) | (319) | (315) | (312) | (319) | (319) | (315) | (312) | ||
Net loss available to common stockholders | $ (41,406) | $ (27,645) | $ (7,961) | $ (13,202) | $ (32,329) | $ (7,833) | $ (13,223) | $ (8,153) | $ (90,214) | $ (61,538) |
Basic and diluted loss per common share | $ (0.85) | $ (0.58) | $ (0.17) | $ (0.29) | $ (0.74) | $ (0.18) | $ (0.31) | $ (0.19) | $ (1.9) | $ (1.42) |