Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 15, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | Pacific Ethanol, Inc. | ||
Entity Central Index Key | 778,164 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 208,100,000 | ||
Entity Common Stock, Shares Outstanding | 39,811,296 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 68,590 | $ 52,712 |
Accounts receivable, net of allowance for doubtful accounts of $331 and $25, respectively | 86,275 | 61,346 |
Inventories | 60,070 | 60,820 |
Prepaid inventory | 9,946 | 5,973 |
Income tax receivables | 5,730 | 10,654 |
Derivative assets | 978 | 2,081 |
Other current assets | 3,612 | 4,356 |
Total current assets | 235,201 | 197,942 |
Property and equipment, net | 465,190 | 464,960 |
Other Assets: | ||
Intangible assets, net | 2,678 | 2,678 |
Other assets | 5,169 | 9,100 |
Total other assets | 7,847 | 11,778 |
Total Assets | 708,238 | 674,680 |
Current Liabilities: | ||
Accounts payable - trade | 37,051 | 30,520 |
Accrued liabilities | 20,280 | 10,072 |
Current portion - capital leases | 794 | 4,248 |
Current portion - long-term debt | 10,500 | 17,003 |
Accrued PE Op Co. purchase | 3,828 | 3,828 |
Derivative liabilities | 4,115 | 1,848 |
Other current liabilities | 2,273 | 5,390 |
Total current liabilities | 78,841 | 72,909 |
Long-term debt, net of current portion | 188,028 | 203,861 |
Capital leases, net of current portion | 547 | 4,183 |
Warrant liabilities at fair value | 651 | 273 |
Other liabilities | 21,910 | 21,910 |
Total Liabilities | 289,977 | 303,136 |
Commitments and contingencies (Notes 1, 8, 9 and 15) | ||
Pacific Ethanol, Inc. Stockholders' Equity: | ||
Additional paid-in capital | 922,698 | 902,843 |
Accumulated other comprehensive income (expense) | (2,620) | 1,040 |
Accumulated deficit | (532,233) | (532,383) |
Total Pacific Ethanol, Inc. stockholders' equity | 387,890 | 371,544 |
Noncontrolling interests | 30,371 | 0 |
Total stockholders' equity | 418,261 | 371,544 |
Total Liabilities and Stockholders' Equity | 708,238 | 674,680 |
Series A Preferred Stock | ||
Pacific Ethanol, Inc. Stockholders' Equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized: Series A: 1,684,375 shares authorized; no shares issued and outstanding as of December 31, 2016 and 2015; Series B: 1,580,790 shares authorized; 926,942 shares issued and outstanding as of December 31, 2016 and 2015; liquidation preference of $18,075 as of December 31, 2016 | 0 | 0 |
Series B Preferred Stock | ||
Pacific Ethanol, Inc. Stockholders' Equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized: Series A: 1,684,375 shares authorized; no shares issued and outstanding as of December 31, 2016 and 2015; Series B: 1,580,790 shares authorized; 926,942 shares issued and outstanding as of December 31, 2016 and 2015; liquidation preference of $18,075 as of December 31, 2016 | 1 | 1 |
Common Stock [Member] | ||
Pacific Ethanol, Inc. Stockholders' Equity: | ||
Common stock value | 40 | 39 |
Nonvoting Common Stock [Member] | ||
Pacific Ethanol, Inc. Stockholders' Equity: | ||
Common stock value | $ 4 | $ 4 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity: | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Series A Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 1,684,375 | 1,684,375 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Series B Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 1,580,790 | 1,580,790 |
Preferred stock shares issued | 926,942 | 926,942 |
Preferred stock shares outstanding | 926,942 | 926,942 |
Preferred stock liquidation preference | $ 18,075 | |
Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 39,772,238 | 38,974,972 |
Common stock, outstanding | 39,772,238 | 38,974,972 |
Nonvoting Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock, par value | $ .001 | $ .001 |
Common stock, authorized | 3,553,000 | 3,553,000 |
Common stock, issued | 3,540,132 | 3,540,132 |
Common stock, outstanding | 3,540,132 | 3,540,132 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Net sales | $ 1,624,758 | $ 1,191,176 | $ 1,107,412 |
Cost of goods sold | 1,572,926 | 1,183,766 | 998,927 |
Gross profit | 51,832 | 7,410 | 108,485 |
Selling, general and administrative expenses | 28,323 | 23,412 | 17,108 |
Asset impairment | 0 | 1,970 | 0 |
Income (loss) from operations | 23,509 | (17,972) | 91,377 |
Fair value adjustments and warrant inducements | (557) | 1,641 | (37,532) |
Interest expense, net | (22,406) | (12,594) | (9,438) |
Loss on extinguishments of debt | 0 | 0 | (2,363) |
Other income (expense), net | (1) | 18 | (905) |
Income (loss) before provision for income taxes | 545 | (28,907) | 41,139 |
Provision (benefit) for income taxes | (981) | (10,034) | 15,137 |
Consolidated net income (loss) | 1,526 | (18,873) | 26,002 |
Net (income) loss attributed to noncontrolling interests | (107) | 87 | (4,713) |
Net income (loss) attributed to Pacific Ethanol, Inc. | 1,419 | (18,786) | 21,289 |
Preferred stock dividends | (1,269) | (1,265) | (1,265) |
Income allocated to participating securities | (2) | 0 | (585) |
Income (loss) available to common stockholders | $ 148 | $ (20,051) | $ 19,439 |
Income (loss) per share, basic | $ 0 | $ (.60) | $ 0.93 |
Income (loss) per share, diluted | $ 0 | $ (0.60) | $ .86 |
Weighted-average shares outstanding, basic | 42,182,000 | 20,810,000 | 20,810,000 |
Weighted-average shares outstanding, diluted | 42,251,000 | 33,173,000 | 22,669,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Consolidated net income (loss) | $ 1,526 | $ (18,873) | $ 26,002 |
Other comprehensive income (expense) - net gain (loss) arising during the period on defined benefit pension plans | (3,660) | 1,040 | 0 |
Total comprehensive income (loss) | (2,134) | (17,833) | 26,002 |
Comprehensive (income) loss attributed to noncontrolling interests | (107) | 87 | (4,713) |
Comprehensive income (loss) attributed to Pacific Ethanol, Inc. | $ (2,241) | $ (17,746) | $ 21,289 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Other Comprehensive Income / Loss | Noncontrolling Interest | Total |
Beginning balance, shares at Dec. 31, 2013 | 927,000 | 16,126,000 | |||||
Beginning balance, value at Dec. 31, 2013 | $ 1 | $ 16 | $ 6,921,557 | $ (532,356) | $ 0 | $ 5,683 | $ 94,901 |
Stock-based compensation expense - restricted stock and options to employees and directors, net of cancellations and tax, shares | 90,000 | ||||||
Stock-based compensation expense - restricted stock and options to employees and directors, net of cancellations, value | 1,890 | 1,890 | |||||
Issuance of common stock, shares | 1,750,000 | ||||||
Issuance of common stock, value | $ 2 | 26,071 | 26,073 | ||||
Warrant exercises, shares issued | 6,413,000 | ||||||
Warrant exercises, value | $ 6 | 85,156 | 85,162 | ||||
Shares issued as payment of prior unpaid Series B preferred dividends, shares | 120,000 | ||||||
Shares issued as payment of prior unpaid Series B preferred dividends, value | $ 1 | 1,462 | 1,463 | ||||
Pension plan adjustment | 0 | ||||||
Purchases of interests in PE Op Co. | (79) | (5,921) | (6,000) | ||||
Tax impact of purchases of interests in PE Op Co. | (10,244) | (10,244) | |||||
Preferred stock dividends | (1,265) | (1,265) | |||||
Net income (loss) | 21,289 | 4,713 | 26,002 | ||||
Ending balance, shares at Dec. 31, 2014 | 927,000 | 24,499,000 | |||||
Ending balance, value at Dec. 31, 2014 | $ 1 | $ 25 | 725,813 | (512,332) | 0 | 4,475 | 217,982 |
Stock-based compensation expense - restricted stock and options to employees and directors, net of cancellations and tax, shares | 216,000 | ||||||
Stock-based compensation expense - restricted stock and options to employees and directors, net of cancellations, value | 1,475 | 1,475 | |||||
Warrant exercises, shares issued | 42,000 | ||||||
Warrant exercises, value | 440 | 440 | |||||
Aventine acquisition, shares issued | 17,758,000 | ||||||
Aventine acquisition, value | $ 18 | 174,555 | 174,573 | ||||
Pension plan adjustment | 1,040 | 1,040 | |||||
Purchases of interests in PE Op Co. | 560 | (4,388) | (3,828) | ||||
Preferred stock dividends | (1,265) | (1,265) | |||||
Net income (loss) | (18,786) | (87) | (18,873) | ||||
Ending balance, shares at Dec. 31, 2015 | 927,000 | 42,515,000 | |||||
Ending balance, value at Dec. 31, 2015 | $ 1 | $ 43 | 902,843 | (532,383) | 1,040 | 0 | 371,544 |
Stock-based compensation expense - restricted stock and options to employees and directors, net of cancellations and tax, shares | 659,000 | ||||||
Stock-based compensation expense - restricted stock and options to employees and directors, net of cancellations, value | $ 1 | 2,281 | 2,282 | ||||
Warrant exercises, shares issued | 138,000 | ||||||
Warrant exercises, value | 1,338 | 1,338 | |||||
ACEC contribution to form Pacific Aurora | 5,761 | 10,739 | 16,500 | ||||
Sale of Pacific Aurora interests to ACEC | 10,475 | 19,525 | 30,000 | ||||
Pension plan adjustment | (3,660) | (3,660) | |||||
Preferred stock dividends | (1,269) | (1,269) | |||||
Net income (loss) | 1,419 | 107 | 1,526 | ||||
Ending balance, shares at Dec. 31, 2016 | 927,000 | 43,312,000 | |||||
Ending balance, value at Dec. 31, 2016 | $ 1 | $ 44 | $ 922,698 | $ (532,233) | $ (2,620) | $ 30,371 | $ 418,261 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities: | |||
Consolidated net income (loss) | $ 1,526 | $ (18,873) | $ 26,002 |
Adjustments to reconcile consolidated net income (loss) to cash provided by (used in) operating activities: | |||
Depreciation and amortization of intangibles | 35,441 | 23,632 | 13,186 |
Fair value adjustments | 557 | (1,641) | 35,260 |
Loss on extinguishment of debt | 0 | 0 | 2,363 |
Asset impairment | 0 | 1,970 | 0 |
Deferred income taxes | (1,122) | (2,023) | 5,129 |
Inventory valuation | 0 | 509 | 970 |
Change in fair value on commodity derivative instruments | 1,984 | 542 | 808 |
Amortization of deferred financing costs | 137 | 272 | 1,217 |
Amortization of debt discounts | 2,322 | 716 | 1,815 |
Noncash compensation | 2,616 | 2,019 | 1,838 |
Bad debt expense (recovery) | 306 | (354) | (42) |
Loss on disposals of assets | 0 | 0 | 439 |
Interest expense added to plant term debt | 9,451 | 0 | 0 |
Changes in operating assets and liabilities, net of effects from acquisition of Aventine in 2015: | |||
Accounts receivable | (25,235) | (15,950) | 726 |
Inventories | 750 | (13,296) | 3,866 |
Prepaid expenses and other assets | 6,358 | 58 | (7,818) |
Prepaid inventory | (3,973) | 5,622 | 720 |
Accounts payable and accrued expenses | 9,279 | (10,045) | 1,853 |
Net cash provided by (used in) operating activities | 40,397 | (26,842) | 88,332 |
Investing Activities: | |||
Additions to property and equipment | (19,171) | (20,507) | (13,259) |
Proceeds (payments) for cash collateralized letters of credit | 4,574 | (4,574) | 0 |
Net cash from acquisition of Aventine | 0 | 18,756 | 0 |
Net cash used in investing activities | (14,597) | (6,325) | (13,259) |
Financing Activities: | |||
Proceeds from warrant exercises | 1,164 | 368 | 43,676 |
Proceeds from Pekin and Pacific Aurora credit agreements | 97,000 | 0 | 0 |
Proceeds from notes | 53,350 | 0 | 0 |
Sales (purchases) of noncontrolling interests | 30,000 | 0 | (6,000) |
Proceeds from assessment financing | 2,096 | 0 | 0 |
Net proceeds from common stock and warrants | 0 | 0 | 26,073 |
Net proceeds (payments) on Kinergy's line of credit | (11,141) | 43,584 | (1,512) |
Payments on plant borrowings | (172,073) | (13,833) | (39,792) |
Purchase of plant owners' debt | 0 | 0 | (17,038) |
Payments on senior unsecured notes | 0 | 0 | (13,984) |
Debt issuance costs | (1,960) | 0 | (438) |
Payment on related party note | 0 | 0 | (750) |
Preferred stock dividend payments | (1,269) | (1,265) | (3,459) |
Payments on capital leases | (7,089) | (5,059) | (4,916) |
Net cash provided by (used in) financing activities | (9,922) | 23,795 | (18,140) |
Net increase (decrease) in cash and cash equivalents | 15,878 | (9,372) | 56,933 |
Cash and cash equivalents at beginning of period | 52,712 | 62,084 | 5,151 |
Cash and cash equivalents at end of period | 68,590 | 52,712 | 62,084 |
Supplemental Information: | |||
Interest paid | 11,168 | 11,685 | 6,596 |
Income taxes refunds (payments) | 4,784 | 5,710 | (17,930) |
Noncash financing and investing activities: | |||
Preferred stock dividends paid in common stock | 0 | 0 | 1,463 |
Accrued payment for ownership positions of PE Op Co. | 0 | 3,828 | 0 |
Capital leases added to plant and equipment | 0 | 1,864 | 0 |
Reclass of warrant liability to equity upon warrant exercises | 179 | 72 | 41,486 |
Contribution of property and equipment for noncontrolling interest | 16,500 | 0 | 0 |
Common stock issued in Aventine acquisition (see Note 2) | $ 0 | $ 174,573 | $ 0 |
1. ORGANIZATION AND SIGNIFICANT
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | Organization and Business The Company’s acquisition of Aventine Renewable Energy Holdings, Inc. (now, Pacific Ethanol Central, LLC, a Delaware limited liability company “PE Central”) was consummated on July 1, 2015, and as a result, the Company’s consolidated financial statements include the results of PE Central only as of and for the year ended December 31, 2016 and the six months ended December 31, 2015. 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, as of December 15, 2016 and through December 31, 2016, the Company owned 73.93% of Pacific Aurora and ACEC owned 26.07% of Pacific Aurora. The Company consolidates 100% of the results of Pacific Aurora and records ACEC’s 26.07% equity interest as noncontrolling interests in the accompanying financial statements. 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. These plants produce among the lowest-carbon ethanol produced in the United States due to low energy use in production. With the addition of four Midwestern ethanol plants in July 2015 as a result of the Company’s acquisition of PE Central, the Company now has a combined ethanol production capacity of 515 million gallons per year, markets, on an annualized basis, nearly 1.0 billion gallons of ethanol, and produces, on an annualized basis, over 1.5 million tons of co-products such as wet and dry distillers grains, wet and dry corn gluten feed, condensed distillers solubles, corn gluten meal, corn germ, distillers yeast and CO 2 As of December 31, 2016, all eight facilities were operating. On April 30, 2014, the Company’s previously idled facility in Madera, California commenced producing ethanol. As market conditions change, the Company may increase, decrease or idle production at one or more operational facilities or resume operations at any idled facility. Basis of Presentation 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 $64,853,000 and $42,049,000 at December 31, 2016 and 2015, respectively, were used as collateral under Kinergy’s operating line of credit. The allowance for doubtful accounts was $331,000 and $25,000 as of December 31, 2016 and 2015, respectively. The Company recorded a bad debt expense of $306,000 and a recovery of $354,000 and $42,000 for the years ended December 31, 2016, 2015 and 2014, 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, 2016 2015 2014 Customer A 17% 12% 20% Customer B 12% 15% 20% Customer C 6% 12% 11% The Company had accounts receivable due from these customers totaling $21,274,000 and $19,858,000, representing 24% and 32% of total accounts receivable, as of December 31, 2016 and 2015, 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, 2016 2015 2014 Supplier A 13% 19% 26% Supplier B 13% 13% 11% Supplier C 8% 9% 15% Approximately 29% of the Company’s employees are covered by a collective bargaining agreement. Inventories December 31, 2016 2015 Finished goods $ 33,773 $ 31,153 LCFS credits 10,926 6,957 Raw materials 6,571 9,891 Work in progress 7,092 11,121 Other 1,708 1,698 Total $ 60,070 $ 60,820 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 fixed assets 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 Assets Deferred Financing Costs Derivative Instruments and Hedging Activities Revenue Recognition · As a producer · As a merchant · As an agent Revenue from sales of third-party ethanol and co-products is recorded net of costs when the Company is acting as an agent between a customer and a supplier and gross when the Company is a principal to the transaction. The Company recorded $1,604,000, $1,510,000 and $1,908,000 in net sales when acting as an agent for the years ended December 31, 2016, 2015 and 2014, respectively. Several factors are considered to determine whether the Company is acting as an agent or principal, most notably whether the Company is the primary obligor to the customer and whether the Company has inventory risk and related risk of loss or whether the Company adds meaningful value to the supplier’s product or service. Consideration is also given to whether the Company has latitude in establishing the sales price or has credit risk, or both. When the Company acts as an agent, it recognizes revenue on a net basis or recognizes its predetermined fees and any associated freight, based upon the amount of net revenues retained in excess of amounts paid to suppliers. The Company records revenues based upon the gross amounts billed to its customers in transactions where the Company acts as a producer or a merchant and obtains title to ethanol and its co-products and therefore owns the product and any related, unmitigated inventory risk for the ethanol, regardless of whether the Company actually obtains physical control of the product. Shipping and Handling Costs California Ethanol Producer Incentive Program Stock-Based Compensation Impairment of Long-Lived Assets 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, net 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, 2016 Income Shares Per-Share Net income attributed to Pacific Ethanol $ 1,419 Less: Preferred stock dividends (1,269 ) Less: Allocated to participating securities (2 ) Basic income per share: Income available to common stockholders $ 148 42,182 $ 0.00 Add: Options – 69 Diluted income per share: Income available to common stockholders $ 148 42,251 $ 0.00 Year Ended December 31, 2015 Loss Shares Per-Share Net loss attributed to Pacific Ethanol $ (18,786 ) Less: Preferred stock dividends (1,265 ) Basic and Diluted loss per share: Loss available to common stockholders $ (20,051 ) 33,173 $ (0.60 ) Year Ended December 31, 2014 Income Shares Per-Share Net income attributed to Pacific Ethanol $ 21,289 Less: Preferred stock dividends (1,265 ) Less: Allocated to participating securities (585 ) Basic income per share: Income available to common stockholders $ 19,439 20,810 $ 0.93 Add: Warrants – 1,859 Diluted income per share: Income available to common stockholders $ 19,439 22,669 $ 0.86 There were an aggregate of 704,000, 817,000 and 660,000 potentially dilutive shares from convertible securities outstanding as of December 31, 2016, 2015 and 2014, respectively. These convertible securities were not considered in calculating diluted income (loss) per common share for the years ended December 31, 2016, 2015 and 2014 as their effect would be anti-dilutive. Financial Instruments Employment-related Benefits Estimates and Assumptions Subsequent Events Reclassifications Recent Accounting Pronouncements In May 2014, the FASB issued new guidance on the recognition of revenue. The guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company’s adoption begins with the first fiscal quarter of fiscal year 2018. In March and April 2016, the FASB issued further revenue recognition guidance amending principal vs. agent considerations regarding whether an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The Company is currently evaluating the impact of the adoption of this accounting standard update on its consolidated results of operations and financial condition. The Company has not yet selected a transition method, nor has it determined the effect of the standard on its ongoing financial reporting. The Company has begun the process in its evaluation and believes it is following an appropriate timeline to allow for proper recognition, presentation and disclosure effective beginning in the year ending December 31, 2018. In April 2015, the FASB issued new guidance on presentation of debt issuance costs. Historically, entities have presented debt issuance costs as an asset. Under the new guidance, effective for fiscal years beginning after December 31, 2015, debt issuance costs have been reclassified as a reduction of the carrying amount of the related debt balance. The guidance does not change any of the Company’s other debt recognition or disclosure. On January 1, 2016, the Company adopted this guidance for all periods presented on the consolidated balance sheets. The impact of the adoption was a reclassification of other assets to long-term debt, net of current portion, of $1,708,000 and $462,000 as of December 31, 2016 and 2015, respectively. In July 2015, the FASB issued new guidance on simplifying the measurement of inventory. Under the new guidance, entities are required to measure most inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. This guidance is effective prospectively for fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company adopted the guidance in 2015 with no material impact on its results of operations or financial condition. In September 2015, the FASB issued new guidance on business combinations, simplifying the accounting for measurement-period adjustments. Under the new guidance, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The guidance also requires acquirers to present separately on the face of the statement of operations or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The guidance is effective for fiscal years beginning after December 31, 2015, applied prospectively. The Company will apply the guidance to future acquisitions. In April 2016, the FASB issued new guidance to reduce the complexity of certain aspects of accounting for employee share-based payment transactions. Currently, accruals of compensation costs are based on an estimated forfeiture rate. The new guidance allows an entity to make an entity-wide accounting policy election to either continue using an estimate of forfeitures or account for forfeitures only when they occur. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is currently evaluating the impact of the guidance on its consolidated results of operations and financial condition. |
2. PACIFIC ETHANOL CENTRAL PLAN
2. PACIFIC ETHANOL CENTRAL PLANTS | 12 Months Ended |
Dec. 31, 2016 | |
Pacific Ethanol Central Plants | |
PACIFIC ETHANOL CENTRAL PLANTS | PE Central On July 1, 2015, the Company acquired 100% of PE Central and, therefore, the Pacific Ethanol Central Plants, through a stock-for-stock merger. The Company issued an aggregate of 17.8 million shares of common stock and non-voting common stock for 100% of the outstanding shares of common stock of PE Central. The common stock and non-voting common stock issued as consideration had an aggregate fair value of $174.6 million, based on the closing market price of the Company’s common stock on the acquisition date. The Company believes the acquisition of PE Central resulted in a number of synergies and strategic advantages. The Company believes the acquisition spread commodity and basis price risks across diverse markets and products, assisting in its efforts to optimize margin management; improved its hedging opportunities with a greater correlation to the liquid physical and paper markets in Chicago; and increased its flexibility and alternatives in feedstock procurement for its Midwestern and Western production facilities. The acquisition also expanded the Company’s marketing reach into new markets and extended its mix of co-products. The Company believes the acquisition enabled it to have deeper market insight and engagement in major ethanol and feed markets outside the Western United States, thereby improving pricing opportunities; allowed the Company to establish access to markets in 48 states for ethanol sales and access many markets with ethanol and co-product sales reaching domestic and international customers; and enabled it to use its more diverse mix of co-products to generate strong co-product returns. The Company recognized the following allocation of the purchase price at fair values. The Company included in the following allocation its estimated fair values for certain operating lease agreements and open commitments. The fair-value determination of long-term debt was based on the interest rate environment at the acquisition date. Based on the final allocation, the Company recorded an immaterial bargain purchase gain on the acquisition. The purchase price consideration allocation is as follows (in thousands): Cash and cash equivalents $ 18,756 Accounts receivable 10,430 Inventory 29,483 Other current assets 8,304 Total current assets 66,973 Property and equipment 312,781 Net deferred tax assets 12,159 Other assets 750 Total assets acquired $ 392,663 Accounts payable and accrued liabilities $ 27,780 Long-term debt - revolvers 13,721 Long-term debt - term debt 142,744 Pension plan liabilities 8,518 Other non-current liabilities 25,327 Total liabilities $ 218,090 Net assets acquired $ 174,573 The contractual amount due on the accounts receivable acquired was $10.8 million, of which $0.4 million is expected to be uncollectible. In accounting for the acquisition, the Company recorded $3.7 million in other noncurrent liabilities as a litigation contingency related to certain litigation matters for amounts that were probable and estimable as of the acquisition date. Subsequent to the acquisition date, the Company settled for $2.1 million certain litigation for which liabilities were recorded. Certain of these settlements were made after the measurement period, and as such the Company recorded a gain of $1.1 million for the year ended December 31, 2016 in selling, general and administrative expenses in the accompanying consolidated statements of operations. See Note 15 for further details. The following table presents unaudited pro forma financial information assuming the acquisition occurred on January 1, 2014 (in thousands except per share data). Years Ended December 31, 2015 2014 Net sales – pro forma $ 1,484,676 $ 1,695,440 Cost of goods sold – pro forma $ 1,469,512 $ 1,528,387 Selling, general and administrative expenses – pro forma $ 34,735 $ 47,796 Net income (loss) – pro forma $ (34,136 ) $ 12,596 Diluted net income (loss) per share – pro forma $ (0.81 ) $ 0.31 Diluted weighted-average shares – pro forma 42,053 40,428 The effects of the initial step-up of inventories and open contracts in the aggregate of $8.7 million recorded during 2015 were excluded in the above amounts for 2015 and instead recorded for the year 2014 as if the acquisition had occurred on January 1, 2014. For the six months ended December 31, 2015, Aventine contributed $299.0 million in net sales and $16.3 million in pre-tax loss. For the year ended December 31, 2016, Aventine contributed $650.1 million in net sales and $2.1 million in pre-tax income. For the years ended December 31, 2015 and 2014, the Company recorded approximately $1.4 million and $0.7 million, respectively, in costs associated with the Aventine acquisition. These costs are reflected in selling, general and administrative expenses on the Company’s consolidated statements of operations, but were excluded from the amounts above. Pacific Aurora On December 12, 2016, PE Central entered into a contribution agreement (the “Contribution Agreement”) with ACEC under which (i) PE Central agreed to contribute 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 own the Company’s Aurora East and Aurora West ethanol plants, respectively, in exchange for an 88.15% ownership interest in Pacific Aurora, and (ii) ACEC agreed to contribute 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, in exchange for an 11.85% ownership interest in Pacific Aurora. On December 15, 2016, concurrent with the closing of the contribution transaction, under the terms of a Unit Purchase Agreement, PE Central sold a 14.22% ownership interest in Pacific Aurora to ACEC for $30.0 million in cash. Following the closing under the Contribution Agreement and the Unit Purchase Agreement, 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. ACEC contributed $16.5 million in assets at fair market value and paid $30.0 million in cash for its additional ownership interests. 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. On December 15, 2016, the Company entered into a working capital maintenance agreement with Pacific Aurora’s lender, under which the Company agreed to contribute capital to Pacific Aurora from time to time, if needed, in an amount up to $15.0 million to ensure that Pacific Aurora maintains the minimum working capital thresholds required in its credit agreement as further discussed in Note 9. In addition, dividends from Pacific Aurora to its members are limited to 40% of Pacific Aurora’s annual net income. The carrying values and classification of assets and liabilities of Pacific Aurora as of December 31, 2016 were as follows (in thousands): Cash and cash equivalents $ 1,453 Accounts receivable 16,804 Inventory 3,837 Other current assets 77 Total current assets 22,171 Property and equipment 115,759 Other assets 1,387 Total assets $ 139,317 Accounts payable and accrued liabilities $ 20,152 Other current liabilities 2,045 Long-term debt outstanding, net 621 Total liabilities $ 22,818 |
3. PACIFIC ETHANOL WEST PLANTS
3. PACIFIC ETHANOL WEST PLANTS | 12 Months Ended |
Dec. 31, 2016 | |
Pacific Ethanol Central Plants | |
PACIFIC ETHANOL WEST PLANTS | Since December 31, 2013, when the Company obtained a 91% ownership in PE Op Co, it purchased an additional 5% of the ownership interests in PE Op Co. in September 2014 for $6,000,000 in cash and purchased the remaining 4% ownership interest in PE Op Co. in May 2015, bringing its ownership of PE Op Co. to 100%. Because the Company had a controlling financial interest in PE Op Co. at the time of these purchases, it did not record any gains or losses, but instead reduced the amount of noncontrolling interest on the consolidated balance sheets by an aggregate of $4,388,000 and $5,921,000 and recorded the difference of $560,000 and $79,000 for the years ended December 31, 2015 and 2014, respectively, which represents the fair value of these purchases above the price paid by the Company, to additional paid-in capital on the consolidated balance sheets. Further, in 2014, the Company recorded a deferred tax liability related to its cumulative adjustments to additional paid-in capital of $10,244,000. |
4. INTERCOMPANY AGREEMENTS
4. INTERCOMPANY AGREEMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Intercompany Agreements | |
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. In addition to typical conditions for a party to terminate the agreement prior to its expiration, 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 $12,968,000, $9,857,000 and $12,731,000 related to the AMAs in place for the years ended December 31, 2016, 2015 and 2014, respectively. These amounts have been eliminated upon consolidation. Ethanol Marketing Agreements within ten days after delivering ethanol to Kinergy, an amount is paid to Kinergy equal to (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. Kinergy recorded revenues of approximately $8,029,000, $5,262,000 and $3,986,000 related to the ethanol marketing agreements for the years ended December 31, 2016, 2015 and 2014, 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 $4,386,000, $2,910,000 and $2,989,000 related to the corn procurement and handling agreements for the years ended December 31, 2016, 2015 and 2014, 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 $107,000 for the period from December 15, 2016 to December 31, 2016. These amounts have not been eliminated upon consolidation as they are with a related but unconsolidated third-party. Distillers Grains Marketing Agreements 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. PAP recorded revenues of approximately $6,047,000, $4,438,000 and $4,788,000 related to the distillers grains marketing agreements for the years ended December 31, 2016, 2015 and 2014, respectively. These amounts have been eliminated upon consolidation. |
5. SEGMENTS
5. SEGMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENTS | The Company reports its financial and operating performance in two segments: (1) ethanol production, which includes the production and sale of ethanol 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 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 $9,968,000, $5,957,000 and $8,776,000 in management fees for the years ended December 31, 2016, 2015 and 2014, respectively. The marketing and distribution segment incurred $3,000,000, $3,900,000 and $3,900,000 in management fees for the years ended December 31, 2016, 2015 and 2014, respectively. Corporate activities include selling, general and administrative expenses, consisting primarily of corporate employee compensation, professional fees and overhead costs not directly related to a specific operating segment. During the normal course of business, the segments do business with each other. The preponderance of this activity occurs when the Company’s marketing segment markets ethanol produced by the production segment for a marketing fee, as discussed in Note 4. 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, 2016 2015 2014 Net Sales Ethanol Production: Net sales to external customers $ 1,045,807 $ 710,201 $ 562,388 Intersegment net sales 1,169 – – Total production segment net sales 1,046,976 710,201 562,388 Marketing and distribution: Net sales to external customers 578,951 480,975 545,024 Intersegment net sales 8,029 5,262 3,986 Total marketing and distribution net sales 586,980 486,237 549,010 Intersegment eliminations (9,198 ) (5,262 ) (3,986 ) Net sales as reported $ 1,624,758 $ 1,191,176 $ 1,107,412 Cost of goods sold: Ethanol production $ 1,018,181 $ 719,833 $ 473,598 Marketing and distribution 575,921 476,410 537,010 Intersegment eliminations (21,176 ) (12,477 ) (11,681 ) Cost of goods sold as reported $ 1,572,926 $ 1,183,766 $ 998,927 Income (loss) before provision for income taxes: Ethanol production $ (6,882 ) $ (32,723 ) $ 72,278 Marketing and distribution 4,517 3,200 6,068 Corporate activities 2,910 616 (37,207 ) $ 545 $ (28,907 ) $ 41,139 Depreciation and amortization: Ethanol production $ 34,528 $ 23,091 $ 12,509 Marketing and distribution 3 151 551 Corporate activities 910 390 126 $ 35,441 $ 23,632 $ 13,186 Interest expense: Ethanol production $ 20,794 $ 11,969 $ 7,048 Marketing and distribution 1,404 625 566 Corporate activities 208 – 1,824 $ 22,406 $ 12,594 $ 9,438 The following table sets forth the Company’s total assets by operating segment (in thousands): December 31, 2016 2015 Total assets: Ethanol production $ 542,688 $ 535,583 Marketing and distribution 146,356 107,499 Corporate assets 19,194 31,598 $ 708,238 $ 674,680 |
6. PROPERTY AND EQUIPMENT
6. PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Property and equipment consisted of the following (in thousands): December 31, 2016 2015 Facilities and plant equipment $ 530,735 $ 501,800 Land 7,771 7,541 Other equipment, vehicles and furniture 9,714 9,084 Construction in progress 29,393 23,579 577,613 542,004 Accumulated depreciation (112,423 ) (77,044 ) $ 465,190 $ 464,960 Depreciation expense, including idled facilities, was $35,441,000, $23,524,000 and $12,712,000 for the years ended December 31, 2016, 2015 and 2014, respectively. One of the Pacific Ethanol West Plants was idled for four months in 2014, as to which $699,000 of depreciation expense was recorded. For the year ended December 31, 2015, the Company recorded an impairment charge of $1,970,000 related to the abandonment of certain accounting and information technology systems following the integration of its PE Central facilities. For the year ended December 31, 2016, the Company capitalized interest of $1,307,000 related to its capital investment activities. Of this amount, approximately $640,000 related to project activity in the prior year, which the Company considered to be immaterial; therefore, this amount was corrected on a cumulative basis in the current period. |
7. INTANGIBLE ASSETS
7. INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | Intangible assets consisted of the following (in thousands): December 31, 2016 December 31, 2015 Useful Life (Years) Gross Accumulated Amortization Net Book Value Gross Accumulated Amortization Net Book Value Non-Amortizing: Kinergy tradename $ 2,678 $ - $ 2,678 $ 2,678 $ - 2,678 Amortizing: Customer relationships 10 4,741 (4,741 ) – 4,741 (4,741 ) – Total intangible assets, net $ 7,419 $ (4,741 ) $ 2,678 $ 7,419 $ (4,741 ) 2,678 Kinergy Tradename Customer Relationships |
8. DERIVATIVES
8. DERIVATIVES | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
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, 2016 Assets Liabilities Type of Instrument Balance Sheet Location Fair Balance Sheet Location Fair Commodity contracts Derivative assets $ 978 Derivative liabilities $ 4,115 $ 978 $ 4,115 As of December 31, 2015 Assets Liabilities Type of Instrument Balance Sheet Location Fair Balance Sheet Location Fair Commodity contracts Derivative assets $ 2,081 Derivative liabilities $ 1,848 $ 2,081 $ 1,848 The classification and amounts of the Company’s recognized gains (losses) for its derivatives not designated as hedging instruments are as follows (in thousands): Realized Gains (Losses) For the Years Ended December 31, Type of Instrument Statements of Operations Location 2016 2015 2014 Commodity contracts Cost of goods sold $ 1,386 $ (338 ) $ (1,144 ) $ 1,386 $ (338 ) $ (1,144 ) Unrealized Gains (Losses) For the Years Ended December 31, Type of Instrument Statements of Operations Location 2016 2015 2014 Commodity contracts Cost of goods sold $ (3,370 ) $ (204 ) $ 336 $ (3,370 ) $ (204 ) $ 336 |
9. DEBT
9. DEBT | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | Long-term borrowings are summarized as follows (in thousands): December 31, 2016 December 31, 2015 Kinergy line of credit $ 49,862 $ 61,003 Pekin term loan 64,000 – Pekin revolving loan 32,000 – Pacific Aurora line of credit 1,000 – Parent notes payable 55,000 – PE Central term debt – 162,622 201,862 223,625 Less unamortized debt discount (1,626 ) (2,299 ) Less unamortized debt financing costs (1,708 ) (462 ) Less short-term portion (10,500 ) (17,003 ) Long-term debt $ 188,028 $ 203,861 Kinergy Line of Credit The credit facility also includes the accounts receivable of PAP as additional collateral. 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. 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, 2016, Kinergy had an available borrowing base under the credit facility of $33,473,000. Pekin Credit Facilities st st Pacific Aurora Line of Credit Pacific Ethanol, Inc. Notes Payable Pacific Ethanol West Plants’ Term Debt Pacific Ethanol Central Plants’ Term Debt Interest on the term loan facility accrued and could either be paid in cash at a rate of 10.5% per annum or paid in-kind at a rate of 15.0% per annum by adding such interest to the outstanding principal balance. The Company paid interest in cash for the period from July 1, 2015, the effective date of the PE Central acquisition, through December 31, 2015. During the year ended December 31, 2016, the Company elected to pay in-kind an aggregate of $9,451,000 of interest, which was added to the principal balance. As of December 15, 2016, the principal balance was $155,070,205. On December 15, 2016, the Company paid in full the outstanding principal balance and all accrued and unpaid interest. The Company did not pay any prepayment penalties. The Company fully amortized the remaining unamortized debt discount of $1,152,000 and recorded the amount in interest expense, net for the year ended December 31, 2016. Maturities of Long-term Debt December 31: 2017 $ 10,500 2018 14,000 2019 69,000 2020 63,862 2021 11,500 2022 33,000 $ 201,862 At December 31, 2016, there were approximately $287,200,000 of net assets of the Company’s subsidiaries that were not available to be transferred to Pacific Ethanol in the form of dividends, distributions, loans or advances due to restrictions contained in the credit facilities maintained by these subsidiaries. |
10. PENSION PLANS
10. PENSION PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
PENSION PLANS | Retirement Plan Information related to the Retirement Plan as of and for the years ended December 31, 2016 and 2015 is presented below (dollars in thousands): 2016 2015 Changes in plan assets: Fair value of plan assets, beginning $ 12,567 $ 13,180 Actual gain (loss) 523 (298 ) Benefits paid (667 ) (315 ) Company contributions – – Participant contributions – – Fair value of plan assets, ending $ 12,423 $ 12,567 Less: accumulated/projected benefit obligation $ 18,455 $ 16,552 Funded status, (underfunded)/overfunded $ (6,032 ) $ (3,985 ) Amounts recognized in the consolidated balance sheets: Other liabilities $ (6,032 ) $ (3,985 ) Accumulated other comprehensive loss (income) $ 1,047 $ (885 ) Components of net periodic benefit costs are as follows: Service cost $ 223 $ 211 Interest cost 686 338 Expected return on plan assets (794 ) (500 ) Net periodic benefit cost $ 115 $ 49 Loss (gain) recognized in other comprehensive income (expense) $ 1,932 $ (885 ) Assumptions used in computation benefit obligations: Discount rate 4.15% 4.23% Expected long-term return on plan assets 6.75% 7.75% Rate of compensation increase – – The Company is not expected to make contributions in the year ending December 31, 2017. Expected net periodic benefit cost for 2017 is estimated at approximately $0.5 million. The following table summarizes the expected benefit payments for the Company's plan for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter (in thousands): December 31: 2017 $ 750 2018 780 2019 790 2020 820 2021 830 2022-26 4,860 $ 8,830 See Note 16 for discussion of the 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 and for the years ended December 31, 2016 and 2015 are presented below (dollars in thousands): 2016 2015 Amounts at the end of the year: Accumulated/projected benefit obligation $ 5,371 $ 3,619 Fair value of plan assets – – Funded status, (underfunded)/overfunded $ (5,371 ) $ (3,619 ) Amounts recognized in the consolidated balance sheets: Accrued liabilities $ (310 ) $ (214 ) Other liabilities $ (5,061 ) $ (3,405 ) Accumulated other comprehensive loss (expense) $ 1,573 $ (155 ) Amounts recognized in the plan for the year: Company contributions $ 163 $ 20 Participant contributions $ 22 $ 15 Benefits paid $ (184 ) $ (35 ) Components of net periodic benefit costs are as follows: Service cost $ 48 $ 32 Interest cost 139 65 Net periodic benefit cost $ 187 $ 97 Loss (gain) recognized in other comprehensive income $ 1,728 $ (155 ) Assumptions used in computation benefit obligations: Discount rate 3.95% 3.67% The Company does not expect to recognize any amortization of net actuarial loss during the year ended December 31, 2017. The following table summarizes the expected benefit payments for the Company's plan for each of the next five fiscal years and in the aggregate for the five fiscal years thereafter (in thousands): December 31: 2017 $ 310 2018 290 2019 320 2020 300 2021 320 2022-26 1,890 $ 3,430 For purposes of determining the cost and obligation for pre-Medicare postretirement medical benefits, a 7.0% annual rate of increase in the per capita cost of covered benefits (i.e., health care trend rate) was assumed for the plan in 2017, adjusting to a rate of 4.5% in 2025. Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. |
11. INCOME TAXES
11. INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The Company recorded a provision (benefit) for income taxes as follows (in thousands): Years Ended December 31, 2016 2015 2014 Current provision (benefit) $ 141 $ (8,011 ) $ 11,040 Deferred provision (benefit) (1,122 ) (2,023 ) 4,097 Total $ (981 ) $ (10,034 ) $ 15,137 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, 2016 2015 2014 Statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 6.4 9.2 10.0 Change in valuation allowance (298.8 ) (4.2 ) (11.5 ) Fair value adjustments and warrant inducements 37.2 2.0 31.8 Domestic production gross receipts deduction – (2.9 ) (2.0 ) Section 382 reduction to loss carryover – 0.1 (24.2 ) Stock compensation 58.8 (0.8 ) – Non-deductible items 8.9 (0.5 ) 0.6 Change in tax status of subsidiary – – (1.6 ) Other (27.5 ) (3.2 ) (1.3 ) Effective rate (180.0 )% 34.7 % 36.8 % 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, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 45,709 $ 53,867 Railcar contracts 3,348 5,143 Pension liability 2,204 2,647 R&D and AMT credits 2,465 2,303 Derivatives 1,228 – Litigation accrual – 1,290 Capital leases – 1,021 Stock-based compensation 946 724 Allowance for doubtful accounts and other assets 856 – Other 4,316 5,367 Total deferred tax assets 61,072 72,362 Deferred tax liabilities: Fixed assets (45,757 ) (30,272 ) Intangibles (1,091 ) (1,091 ) Debt basis – (912 ) Other (1,593 ) (1,423 ) Total deferred tax liabilities (48,441 ) (33,698 ) Valuation allowance (12,683 ) (39,838 ) Net deferred tax liabilities $ (52 ) $ (1,174 ) Classified in balance sheet as: Other liabilities $ (52 ) $ (1,174 ) A portion of the Company’s net operating loss carryforwards will be subject to provisions of the tax law that limit the use of losses incurred by a company prior to the date certain ownership changes occur. Due to the limitation, a significant portion of these net operating loss 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 $117,683,000 and state net operating loss carryforwards of approximately $101,838,000 at December 31, 2016. These net operating loss carryforwards expire as follows (in thousands): Tax Years Federal State 2017–2021 $ – $ 22,425 2022–2026 3,781 4,109 2027–2031 1,654 30,102 2032–2036 112,248 45,202 $ 117,683 $ 101,838 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 2017 $ 16,328 $ 40,037 2018 6,441 4,809 2019 6,441 4,809 2020 6,374 4,781 2021 6,308 4,754 Thereafter 75,791 42,648 $ 117,683 $ 101,838 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 $12,683,000, $39,838,000 and $4,147,000 at December 31, 2016, 2015 and 2014, respectively, based on the Company’s assessment of the future realizability of certain deferred tax assets. For the year ended December 31, 2015, the Company recorded an increase in the valuation allowance of $35,691,000, including $34,469,000 related to the acquisition of PE Central. For the year ended December 31, 2016, the Company recorded a decrease in the valuation allowance of $27,155,000, including approximately $13,500,000 related to finalization of the deferred tax attributes of PE Central at the date of acquisition, and approximately $11,500,000 related to the sale of a noncontrolling interest in Pacific Aurora. During the year ended December 31, 2015, the Company recognized $1,500,000 in tax benefit related to adjustments to its tax asset valuation allowance from a prior year. The valuation allowance on deferred tax assets is related to future deductible temporary differences and net operating loss carryforwards (exclusive of net operating losses associated with items recorded directly to equity) 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. At December 31, 2016, the Company had no increase or decrease in unrecognized income tax benefits for the year as a result of uncertain tax positions taken in a prior or current period. There was no accrued interest or penalties relating to tax uncertainties at December 31, 2016. Unrecognized tax benefits are not expected to increase or decrease within the next twelve months. 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 2013 – 2015 Arizona 2013 – 2015 California 2012 – 2015 Colorado 2012 – 2015 Idaho 2013 – 2015 Illinois 2013 – 2015 Indiana 2013 – 2015 Iowa 2013 – 2015 Kansas 2014 – 2015 Minnesota 2014 – 2015 Missouri 2014 – 2015 Nebraska 2013 – 2015 Oklahoma 2014 – 2015 Oregon 2013 – 2015 Texas 2012 – 2015 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. |
12. PREFERRED STOCK
12. PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
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, 2016, 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, 2016, 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. Registration Rights Agreement The Company accrued and paid in cash preferred stock dividends of $1,269,000, $1,265,000 and $1,265,000 for the years ended December 31, 2016, 2015 and 2014, respectively. For the years ended December 31, 2011, 2010 and 2009, the Company accrued but did not pay any preferred stock dividends. Beginning in 2012, the Company entered into a series of agreements with the parties to whom unpaid dividends were owed under which the Company issued shares of its common stock in satisfaction of a portion of the accrued and unpaid dividends. In connection with each payment of accrued and unpaid dividends, the payees agreed to forebear for a term from exercising any rights they may have with the respect to accrued and unpaid dividends. In 2014, the Company paid the last two installments in cash. The following table summarizes the details of the Company’s payments to the holders of its Series B Preferred Stock: Agreement/Payment Amount of Shares of Extended Forbearance Date August 12, 2012 $ 732,000 157,000 January 1, 2014 December 26, 2012 732,000 144,500 June 30, 2014 March 27, 2013 732,000 139,000 September 30, 2014 July 26, 2013 731,000 175,000 December 31, 2014 September 17, 2013 731,000 197,000 March 31, 2015 May 23, 2014 1,463,000 120,000 November 30, 2015 November 24, 2014 1,000,000 – December 23, 2014 1,194,000 – Total $ 7,315,000 932,500 |
13. COMMON STOCK AND WARRANTS
13. COMMON STOCK AND WARRANTS | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
COMMON STOCK AND WARRANTS | The following table summarizes warrant activity for the years ended December 31, 2015, 2014 and 2013 (number of shares in thousands): Number of Price per Weighted Balance at December 31, 2013 8,275 $5.47 – $735.00 $ 10.04 Warrants exercised (6,615 ) $6.09 – $8.85 $ 7.17 Warrants expired (804 ) $5.47 $ 5.47 Balance at December 31, 2014 856 $6.09 – $735.00 $ 36.55 Warrants exercised (42 ) $8.85 $ 8.85 Warrants expired (432 ) $8.85 $ 8.85 Balance at December 31, 2015 382 $6.09 – $735.00 $ 70.87 Warrants exercised (138 ) $8.43 $ 8.43 Balance at December 31, 2016 244 $6.09 – $735.00 $ 106.22 July 2012 Public Offering Warrant Inducements Warrant Terms Accounting for Warrants Registration Rights Agreements |
14. STOCK BASED COMPENSATION
14. STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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, 2016 2015 Number Weighted Number Weighted Outstanding at beginning of year 240 $ 4.18 241 $ 6.91 Expired – – (1 ) 867.24 Outstanding at end of year 240 $ 4.18 240 $ 4.18 Options exercisable at end of year 240 $ 4.18 164 $ 4.18 Stock options outstanding as of December 31, 2016 were as follows (number of shares in thousands): Options Outstanding Options Exercisable Range of Number Weighted Weighted Number Weighted $3.74 229 6.47 $3.74 229 $3.74 $12.90 11 4.59 $12.90 11 $12.90 The options outstanding at December 31, 2016 and 2015 had intrinsic values of $1,319,000 and $238,000, respectively. Restricted Stock Number of Weighted Unvested at December 31, 2013 472 $ 5.07 Issued 155 $ 15.23 Vested (227 ) $ 5.79 Canceled (10 ) $ 4.30 Unvested at December 31, 2014 390 $ 8.71 Issued 307 $ 10.16 Vested (220 ) $ 7.94 Canceled (14 ) $ 10.08 Unvested at December 31, 2015 463 $ 10.00 Issued 742 $ 5.24 Vested (250 ) $ 9.01 Canceled (25 ) $ 6.24 Unvested at December 31, 2016 930 $ 6.57 The fair value of the common stock at vesting aggregated $1,142,000, $2,603,000 and $3,858,000 for the years ended December 31, 2016, 2015 and 2014, 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, 2016 2015 2014 Employees $ 2,173 $ 1,694 $ 1,493 Non-employees 443 325 345 Total stock-based compensation expense $ 2,616 $ 2,019 $ 1,838 At December 31, 2016, the total compensation cost related to unvested awards which had not been recognized was $6,112,000 and the associated weighted-average period over which the compensation cost attributable to those unvested awards would be recognized was approximately 1.75 years. |
15. COMMITMENTS AND CONTINGENCI
15. COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Commitments Leases – Years Ended December 31, Capital Leases Operating Leases 2017 $ 930 $ 14,011 2018 588 11,822 2019 – 8,929 2020 – 4,942 2021 – 1,991 Thereafter – 2,812 Total minimum payments 1,518 $ 44,507 Amount representing interest (177 ) Obligations under capital leases 1,341 Obligations due within one year (794 ) Long-term obligations under capital leases $ 547 Total rent expense during the years ended December 31, 2016, 2015 and 2014 was $13,644,000, $9,528,000 and $2,417,000, respectively. Sales Commitments Purchase Commitments Other Commitments Contingencies Litigation The Company assumed certain legal matters which were ongoing at the date of its acquisition of Aventine Renewable Energy. Among them was a lawsuit between Aventine Renewable Energy, Inc. (now known as Pacific Ethanol Pekin, LLC, or “PE Pekin”) and Glacial Lakes Energy and Aberdeen Energy, together, the “Defendants,” in which PE Pekin sought damages for breach of termination agreements that wound down ethanol marketing arrangements between PE Pekin and the Defendants. In February 2017, the Company and the Defendants executed a settlement agreement, and the Defendants paid in cash to the Company $3.5 million in final resolution of these matters. The Company did not assign any value to the claim in the accounting for the Aventine acquisition. The Company recorded a gain, net of legal fees, of $3.2 million, upon receipt of the cash settlement. That payment having been received in February 2017, the Company expects to recognize the gain in the first quarter of 2017. Pacific Ethanol, Inc., through a subsidiary acquired in its acquisition of Aventine, became involved in a pending lawsuit with Western Sugar Cooperative (“Western Sugar”) that pre-dated the Aventine acquisition. On February 27, 2015, Western Sugar filed a complaint in the United States District Court for the District of Colorado (Case No. 1:15-cv-00415) naming Aventine Renewable Energy, Inc. (“ARE, Inc.”), one of Aventine’s subsidiaries, as defendant. Western Sugar amended its complaint on April 21, 2015. ARE, Inc. purchased surplus sugar through a United States Department of Agriculture program. Western Sugar was one of the entities that warehoused this sugar for ARE, Inc. The suit alleged that ARE, Inc. breached its contract with Western Sugar by failing to pay certain penalty rates for the storage of its sugar or alternatively failing to pay a premium rate for storage. Western Sugar alleged that the penalty rates applied because ARE, Inc. failed to take timely delivery or otherwise cause timely shipment of the sugar. Western Sugar claimed “expectation damages” in the amount of approximately $8.6 million. On December 29, 2016, Western Sugar and ARE, Inc. entered into a settlement pursuant to which ARE Inc. paid $1.7 million and Western Sugar filed a Stipulation of Dismissal with prejudice. As a result, the Company reduced its litigation reserve of $2.8 million and recognized the recovery of $1.1 million in selling, general and administrative expenses for the year ended December 31, 2016. The Company, through subsidiaries acquired in its acquisition of Aventine, became involved in various pending lawsuits with ACEC that pre-dated the Aventine acquisition. On July 26, 2015, the Company settled all outstanding litigation with ACEC. The Company and ACEC agreed to dismiss all lawsuits with prejudice with no admission of fault or liability by the parties, and to release the alleged option held by ACEC to repurchase the land upon which the Company’s 110 million gallon ethanol production facility in Aurora, Nebraska is located (the “Aurora West Facility”). In addition, the parties agreed to terminate the grain supply, marketing and various other agreements between them or their subsidiaries. Under the terms of the settlement, the Company and ACEC will each bear its own costs and fees associated with the lawsuits and the settlement. The Company and ACEC agreed to continue to work together to amend or replace certain real property easements currently in place to ensure continued mutual access by both parties to a system of rails, rail switches, roads, electrical improvements, and utilities already constructed near the Aurora West Facility. On May 24, 2013, GS CleanTech Corporation (“GS CleanTech”), filed a suit in the United States District Court for the Eastern District of California, Sacramento Division (Case No.: 2:13-CV-01042-JAM-AC), naming Pacific Ethanol, Inc. as a defendant. On August 29, 2013, the case was transferred to the United States District Court for the Southern District of Indiana and made part of the pre-existing multi-district litigation involving GS CleanTech and multiple defendants. The suit alleged infringement of a patent assigned to GS CleanTech by virtue of certain corn oil separation technology in use at one or more of the ethanol production facilities in which the Company has an interest, including Pacific Ethanol Stockton LLC (“PE Stockton”), located in Stockton, California. The complaint sought preliminary and permanent injunctions against the Company, prohibiting future infringement on the patent owned by GS CleanTech and damages in an unspecified amount adequate to compensate GS CleanTech for the alleged patent infringement, but in any event no less than a reasonable royalty for the use made of the inventions of the patent, plus attorneys’ fees. The Company answered the complaint, counterclaimed that the patent claims at issue, as well as the claims in several related patents, are invalid and unenforceable and that the Company is not infringing. Pacific Ethanol, Inc. does not itself use any corn oil separation technology and may seek a dismissal on those grounds. On March 17 and March 18, 2014, GS CleanTech filed suit naming as defendants two Company subsidiaries: PE Stockton and Pacific Ethanol Magic Valley, LLC (“PE Magic Valley”). The claims were similar to those filed against Pacific Ethanol, Inc. in May 2013. These two cases were transferred to the multi-district litigation division in United States District Court for the Southern District of Indiana, where the case against Pacific Ethanol, Inc. was pending. Although PE Stockton and PE Magic Valley do separate and market corn oil, Pacific Ethanol, Inc., PE Stockton and PE Magic Valley strongly disagree that either of the subsidiaries use corn oil separation technology that infringes the patent owned by GS CleanTech. In a January 16, 2015 decision, the District Court for the Southern District of Indiana ruled in favor of a stipulated motion for partial summary judgment for Pacific Ethanol, Inc., PE Stockton and PE Magic Valley finding that all of the GS CleanTech patents in the suit were invalid and, therefore, not infringed. GS CleanTech has said it will appeal this decision when the remaining claim in the suit has been decided. The only remaining claim alleged that GS CleanTech inequitably conducted itself before the United States Patent Office when obtaining the patents at issue. A trial in the District Court for the Southern District of Indiana was conducted in October 2015 on that single issue as well as whether GS CleanTech’s behavior during prosecution of the patents rendered this an “exceptional case” which would allow the District Court to award the Defendants reimbursement of their attorneys’ fees expended for defense of the case. On September 15, 2016, the District Court issued an Order finding that GS CleanTech, the inventors and GS CleanTech’s counsel committed inequitable conduct in the prosecution of the GS CleanTech patents before the United States Patent and Trademark Office. As a result, the District Court issued a Final Judgment on September 15, 2016 dismissing with prejudice all of GS CleanTech’s cases against the Defendants, including Pacific Ethanol, Inc., PE Stockton and PE Magic Valley. The District Court’s ruling of inequitable conduct results in the unenforceability of the GS CleanTech patents against third parties, and also enables the Defendants to pursue reimbursement of their costs and attorneys’ fees from GS CleanTech and its counsel. GS Cleantech has asked the Court to reconsider its inequitable conduct decision, citing the existence of a recently issued patent which the patent examiner allowed despite the Court’s findings and the allowance of which the Court did not consider when making its decision of inequitable conduct. GS Cleantech has indicated it will eventually appeal the current rulings on inequitable conduct and/or invalidity if the Court’s reconsideration does not result in a change in its findings. The Court’s reconsideration has been stayed until April 10, 2017. 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. |
16. FAIR VALUE MEASUREMENTS
16. FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
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 Significant assumptions used and related fair values for the warrants as of December 31, 2016 were as follows: Original Issuance Exercise Volatility Risk Free Term Market Warrants Fair 07/03/2012 $6.09 40.9% 0.62% 0.50 11.3% 211,000 $ 651,000 Significant assumptions used and related fair values for the warrants as of December 31, 2015 were as follows: Original Issuance Exercise Volatility Risk Free Term Market Warrants Fair 07/03/2012 $6.09 49.1% 0.86% 1.51 22.9% 211,000 $ 200,000 12/13/2011 $8.43 48.4% 0.65% 0.95 18.3% 138,000 73,000 $ 273,000 The estimated fair value of the warrants is affected by the above underlying inputs. Observable inputs include the values of exercise price, stock price, term and risk-free interest rate. As separate inputs, an increase (decrease) in either the term or risk free interest rate will result in an increase (decrease) in the estimated fair value of the warrant. Unobservable inputs include volatility and market discount. An increase (decrease) in volatility will result in an increase (decrease) in the estimated warrant value and an increase (decrease) in the market discount will result in a decrease (increase) in the estimated warrant fair value. The volatility utilized was a blended average of the Company’s historical volatility and implied volatilities derived from a selected peer group. The implied volatility component has remained relatively constant over time given that implied volatility is a forward-looking assumption based on observable trades in public option markets. Should the Company’s historical volatility increase (decrease) on a go-forward basis, the resulting value of the warrants would increase (decrease). The market discount, or a discount for lack of marketability, is quantified using a Black-Scholes option pricing model, with a primary model input of assumed holding period restriction. As the assumed holding period increases (decreases), the market discount increases (decreases), conversely impacting the fair value of the warrants. Other Derivative Instruments The following table summarizes recurring fair value measurements by level at December 31, 2016 (in thousands): Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments(1) $ 978 $ 978 $ – $ – Defined benefit plan assets(2) (pooled separate accounts): Large U.S. Equity(3) 3,134 – 3,134 – 25% Small/Mid U.S. Equity(4) 1,802 – 1,802 – 15% International Equity(5) 2,006 – 2,006 – 16% Fixed Income(6) 5,481 – 5,481 – 44% $ 13,401 $ 978 $ 12,423 $ – Liabilities: Warrants(7) $ (651 ) $ – $ – $ (651 ) Derivative financial instruments(8) (4,115 ) (4,115 ) – – $ (4,766 ) $ (4,115 ) $ – $ (651 ) The following table summarizes recurring fair value measurements by level at December 31, 2015 (in thousands): Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments(1) $ 2,081 $ 2,081 $ – $ – Defined benefit plan assets(2) (pooled separate accounts): Large U.S. Equity(3) 3,662 – 3,662 – 29% Small/Mid U.S. Equity(4) 1,099 – 1,099 – 9% International Equity(5) 1,525 – 1,525 – 12% Fixed Income(6) 6,281 – 6,281 – 50% $ 14,648 $ 2,081 $ 12,567 $ – Liabilities: Warrants(7) $ (273 ) $ – $ – $ (273 ) Derivative financial instruments(8) (1,848 ) (1,848 ) – – $ (2,121 ) $ (1,848 ) $ – $ (273 ) __________ (1) Included in derivative assets in the consolidated balance sheets. (2) See Note 10 for accounting discussion. (3) 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. (4) 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. (5) 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. (6) 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. (7) Included in warrant liabilities at fair value in the consolidated balance sheets. (8) Included in derivative liabilities in the consolidated balance sheets. The changes in the Company’s fair value of its Level 3 inputs with respect to its warrants were as follows (in thousands): Warrants Balance, December 31, 2013 $ 8,215 Exercises of warrants (41,486 ) Expiration of warrants (3 ) Adjustments to fair value for the period 35,260 Balance, December 31, 2014 $ 1,986 Exercises of warrants (72 ) Expiration of warrants (527 ) Adjustments to fair value for the period (1,114 ) Balance, December 31, 2015 $ 273 Exercises of warrants (179 ) Adjustments to fair value for the period 557 Balance, December 31, 2016 $ 651 |
17. PARENT COMPANY FINANCIALS
17. PARENT COMPANY FINANCIALS | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
PARENT COMPANY FINANCIALS | Restricted Net Assets Parent company financial statements for the periods covered in this report are set forth below. Pacific Ethanol, Inc. Condensed Financial Information of the Registrant Balance Sheets - Parent Company Only (in thousands) December 31, 2016 2015 Cash and cash equivalents $ 11,060 $ 20,618 Receivables from subsidiaries 7,203 14,505 Other current assets 6,442 11,361 Total current assets 24,705 46,484 Property and equipment, net 1,433 1,695 Investments in subsidiaries 363,401 301,416 Pacific Ethanol West plant receivable 58,766 41,763 Other assets 1,110 838 Total other assets 423,277 344,017 Total Assets $ 449,415 $ 392,196 Accounts payable and accrued liabilities $ 1,758 $ 1,963 Payables to subsidiaries 1,568 13,230 Accrued PE Op Co. purchase 3,829 3,828 Other current liabilities 183 – Total current liabilities 7,338 19,021 Long Term debt, net 53,360 – Warrant liabilities at fair value 651 273 Deferred tax liabilities 52 1,174 Other liabilities 124 184 Total Liabilities 61,525 20,652 Preferred stock 1 1 Common stock 40 39 Non-voting common stock 4 4 Additional paid-in capital 922,698 902,843 Accumulated other comprehensive income (expense) (2,620 ) 1,040 Accumulated deficit (532,233 ) (532,383 ) Total Pacific Ethanol, Inc. stockholders' equity 387,890 371,544 Total Liabilities and Stockholders' Equity $ 449,415 $ 392,196 Pacific Ethanol, Inc. Condensed Financial Information of the Registrant Statements of Operations - Parent Company Only (in thousands) Years Ended December 31, 2016 2015 2014 Management fees from subsidiaries $ 12,968 $ 9,857 $ 12,731 Selling, general and administrative expenses 14,491 14,336 12,779 Asset impairment – 1,970 – Loss from operations (1,523 ) (6,449 ) (48 ) Fair value adjustments and warrant inducements (557 ) 1,641 (37,532 ) Interest income 5,964 5,739 4,753 Interest expense (240 ) (27 ) (1,813 ) Loss on extinguishments of debt – – (2,363 ) Other income 1,931 – – Income (loss) before provision for income taxes 5,575 904 (37,003 ) Provision (benefit) for income taxes (981 ) (10,034 ) 15,137 Income (loss) before equity in earnings of subsidiaries 6,556 10,938 (52,140 ) Equity in earnings (losses) of subsidiaries (5,137 ) (29,724 ) 73,429 Consolidated net income (loss) $ 1,419 $ (18,786 ) $ 21,289 Pacific Ethanol, Inc. Condensed Financial Information of the Registrant Statements of Cash Flows - Parent Company Only (in thousands) 2016 2015 2014 Operating Activities: Net income (loss) $ 1,419 $ (18,786 ) $ 21,289 Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Equity in earnings (losses) of subsidiaries 5,137 29,724 (73,429 ) Depreciation and amortization 727 390 126 Fair value adjustments 557 (1,641 ) 35,260 Loss on extinguishments of debt – – 2,363 Asset impairment – 1,970 – Deferred income taxes (1,122 ) (14,260 ) 5,128 Amortization of debt discount 10 – 1,674 Changes in operating assets and liabilities: Accounts receivables 7,302 (5,958 ) (7,001 ) Other assets 4,647 (4,139 ) 1,365 AP and accruals (3,741 ) 604 (587 ) Accounts payable with subsidiaries (9,385 ) 11,179 5,846 Net cash provided by (used in) provided by operating activities $ 5,551 $ (917 ) $ (7,966 ) Investing Activities: Additions to property and equipment $ (465 ) $ (1,483 ) $ (455 ) Purchases of investments in subsidiaries – – (6,000 ) Investments in subsidiaries (50,886 ) – – Purchase of PE OP Co. debt (17,003 ) – (17,038 ) Net cash used in investing activities $ (68,354 ) $ (1,483 ) $ (23,493 ) Financing Activities: Proceeds from issuance of senior notes $ 53,350 $ – $ – Proceeds from exercise of warrants 1,164 368 43,676 Preferred stock dividends (1,269 ) (1,265 ) (3,459 ) Proceeds from equity raise – – 26,073 Payment on related party note – – (750 ) Payments on senior notes – – (13,984 ) Net cash provided by (used in) financing activities $ 53,245 $ (897 ) $ 51,556 Net increase (decrease) increase in cash and equivalents (9,558 ) (3,297 ) 20,097 Cash and equivalents at beginning of period 20,618 23,915 3,818 Cash and equivalents at ending of period $ 11,060 $ 20,618 $ 23,915 |
18. QUARTERLY FINANCIAL DATA (U
18. QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL DATA (UNAUDITED) | The Company’s quarterly results of operations for the years ended December 31, 2016 and 2015 are as follows (in thousands). Certain of these calculations have been revised from the calculations previously reported to reflect the participating securities. First Second Third Fourth December 31, 2016: Net sales $ 342,373 $ 422,860 $ 417,806 $ 441,719 Gross profit $ 1,069 $ 17,704 $ 6,364 $ 26,695 Income (loss) from operations $ (7,248 ) $ 11,556 $ 393 $ 18,808 Net income (loss) attributed to Pacific Ethanol, Inc. $ (13,226 ) $ 5,086 $ (3,518 ) $ 13,077 Preferred stock dividends $ (315 ) $ (315 ) $ (319 ) $ (320 ) Income allocated to participating securities $ – $ (71 ) $ – $ (189 ) Net income (loss) available to common stockholders $ (13,541 ) $ 4,700 $ (3,837 ) $ 12,569 Income (loss) per common share: Basic $ (0.32 ) $ 0.11 $ (0.09 ) $ 0.30 Diluted $ (0.32 ) $ 0.11 $ (0.09 ) $ 0.30 First Second Third Fourth December 31, 2015: Net sales $ 206,176 $ 227,621 $ 380,622 $ 376,757 Gross profit (loss) $ (987 ) $ 6,254 $ (7,380 ) $ 9,523 Income (loss) from operations $ (5,892 ) $ 2,261 $ (14,826 ) $ 485 Net income (loss) attributed to Pacific Ethanol, Inc. $ (4,380 ) $ 1,010 $ (14,663 ) $ (753 ) Preferred stock dividends $ (312 ) $ (315 ) $ (319 ) $ (319 ) Income allocated to participating securities $ – $ (18 ) $ – $ – Net income (loss) available to common stockholders $ (4,692 ) $ 677 $ (14,982 ) $ (1,072 ) Income (loss) per common share: Basic $ (0.19 ) $ 0.03 $ (0.36 ) $ (0.03 ) Diluted $ (0.19 ) $ 0.03 $ (0.36 ) $ (0.03 ) |
1. ORGANIZATION AND SIGNIFICA26
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business The Company’s acquisition of Aventine Renewable Energy Holdings, Inc. (now, Pacific Ethanol Central, LLC, a Delaware limited liability company “PE Central”) was consummated on July 1, 2015, and as a result, the Company’s consolidated financial statements include the results of PE Central only as of and for the year ended December 31, 2016 and the six months ended December 31, 2015. 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, as of December 15, 2016 and through December 31, 2016, the Company owned 73.93% of Pacific Aurora and ACEC owned 26.07% of Pacific Aurora. The Company consolidates 100% of the results of Pacific Aurora and records ACEC’s 26.07% equity interest as noncontrolling interests in the accompanying financial statements. 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. These plants produce among the lowest-carbon ethanol produced in the United States due to low energy use in production. With the addition of four Midwestern ethanol plants in July 2015 as a result of the Company’s acquisition of PE Central, the Company now has a combined ethanol production capacity of 515 million gallons per year, markets, on an annualized basis, nearly 1.0 billion gallons of ethanol, and produces, on an annualized basis, over 1.5 million tons of co-products such as wet and dry distillers grains, wet and dry corn gluten feed, condensed distillers solubles, corn gluten meal, corn germ, distillers yeast and CO 2 As of December 31, 2016, all eight facilities were operating. On April 30, 2014, the Company’s previously idled facility in Madera, California commenced producing ethanol. As market conditions change, the Company may increase, decrease or idle production at one or more operational facilities or resume operations at any idled facility. |
Basis of Presentation | Basis of Presentation |
Segments | Segments 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 $64,853,000 and $42,049,000 at December 31, 2016 and 2015, respectively, were used as collateral under Kinergy’s operating line of credit. The allowance for doubtful accounts was $331,000 and $25,000 as of December 31, 2016 and 2015, respectively. The Company recorded a bad debt expense of $306,000 and a recovery of $354,000 and $42,000 for the years ended December 31, 2016, 2015 and 2014, 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, 2016 2015 2014 Customer A 17% 12% 20% Customer B 12% 15% 20% Customer C 6% 12% 11% The Company had accounts receivable due from these customers totaling $21,274,000 and $19,858,000, representing 24% and 32% of total accounts receivable, as of December 31, 2016 and 2015, 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, 2016 2015 2014 Supplier A 13% 19% 26% Supplier B 13% 13% 11% Supplier C 8% 9% 15% Approximately 29% of the Company’s employees are covered by a collective bargaining agreement. |
Inventories | Inventories December 31, 2016 2015 Finished goods $ 33,773 $ 31,153 LCFS credits 10,926 6,957 Raw materials 6,571 9,891 Work in progress 7,092 11,121 Other 1,708 1,698 Total $ 60,070 $ 60,820 |
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 fixed assets 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 Assets | Intangible Assets |
Deferred Financing Costs | Deferred Financing Costs |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities |
Revenue Recognition | Revenue Recognition · As a producer · As a merchant · As an agent Revenue from sales of third-party ethanol and co-products is recorded net of costs when the Company is acting as an agent between a customer and a supplier and gross when the Company is a principal to the transaction. The Company recorded $1,604,000, $1,510,000 and $1,908,000 in net sales when acting as an agent for the years ended December 31, 2016, 2015 and 2014, respectively. Several factors are considered to determine whether the Company is acting as an agent or principal, most notably whether the Company is the primary obligor to the customer and whether the Company has inventory risk and related risk of loss or whether the Company adds meaningful value to the supplier’s product or service. Consideration is also given to whether the Company has latitude in establishing the sales price or has credit risk, or both. When the Company acts as an agent, it recognizes revenue on a net basis or recognizes its predetermined fees and any associated freight, based upon the amount of net revenues retained in excess of amounts paid to suppliers. The Company records revenues based upon the gross amounts billed to its customers in transactions where the Company acts as a producer or a merchant and obtains title to ethanol and its co-products and therefore owns the product and any related, unmitigated inventory risk for the ethanol, regardless of whether the Company actually obtains physical control of the product. |
Shipping and Handling Costs | Shipping and Handling Costs |
California Ethanol Producer Incentive Program | California Ethanol Producer Incentive Program |
Stock-Based Compensation | Stock-Based Compensation |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
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, net 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, 2016 Income Shares Per-Share Net income attributed to Pacific Ethanol $ 1,419 Less: Preferred stock dividends (1,269 ) Less: Allocated to participating securities (2 ) Basic income per share: Income available to common stockholders $ 148 42,182 $ 0.00 Add: Options – 69 Diluted income per share: Income available to common stockholders $ 148 42,251 $ 0.00 Year Ended December 31, 2015 Loss Shares Per-Share Net loss attributed to Pacific Ethanol $ (18,786 ) Less: Preferred stock dividends (1,265 ) Basic and Diluted loss per share: Loss available to common stockholders $ (20,051 ) 33,173 $ (0.60 ) Year Ended December 31, 2014 Income Shares Per-Share Net income attributed to Pacific Ethanol $ 21,289 Less: Preferred stock dividends (1,265 ) Less: Allocated to participating securities (585 ) Basic income per share: Income available to common stockholders $ 19,439 20,810 $ 0.93 Add: Warrants – 1,859 Diluted income per share: Income available to common stockholders $ 19,439 22,669 $ 0.86 There were an aggregate of 704,000, 817,000 and 660,000 potentially dilutive shares from convertible securities outstanding as of December 31, 2016, 2015 and 2014, respectively. These convertible securities were not considered in calculating diluted income (loss) per common share for the years ended December 31, 2016, 2015 and 2014 as their effect would be anti-dilutive. |
Financial Instruments | Financial Instruments |
Employment-related Benefits | Employment-related Benefits |
Estimates and Assumptions | Estimates and Assumptions |
Subsequent Events | Subsequent Events |
Reclassifications | Reclassifications |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued new guidance on the recognition of revenue. The guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company’s adoption begins with the first fiscal quarter of fiscal year 2018. In March and April 2016, the FASB issued further revenue recognition guidance amending principal vs. agent considerations regarding whether an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The Company is currently evaluating the impact of the adoption of this accounting standard update on its consolidated results of operations and financial condition. The Company has not yet selected a transition method, nor has it determined the effect of the standard on its ongoing financial reporting. The Company has begun the process in its evaluation and believes it is following an appropriate timeline to allow for proper recognition, presentation and disclosure effective beginning in the year ending December 31, 2018. In April 2015, the FASB issued new guidance on presentation of debt issuance costs. Historically, entities have presented debt issuance costs as an asset. Under the new guidance, effective for fiscal years beginning after December 31, 2015, debt issuance costs have been reclassified as a reduction of the carrying amount of the related debt balance. The guidance does not change any of the Company’s other debt recognition or disclosure. On January 1, 2016, the Company adopted this guidance for all periods presented on the consolidated balance sheets. The impact of the adoption was a reclassification of other assets to long-term debt, net of current portion, of $1,708,000 and $462,000 as of December 31, 2016 and 2015, respectively. In July 2015, the FASB issued new guidance on simplifying the measurement of inventory. Under the new guidance, entities are required to measure most inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. This guidance is effective prospectively for fiscal years beginning after December 15, 2016. Early adoption is permitted. The Company adopted the guidance in 2015 with no material impact on its results of operations or financial condition. In September 2015, the FASB issued new guidance on business combinations, simplifying the accounting for measurement-period adjustments. Under the new guidance, an acquirer must recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The guidance also requires acquirers to present separately on the face of the statement of operations or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The guidance is effective for fiscal years beginning after December 31, 2015, applied prospectively. The Company will apply the guidance to future acquisitions. In April 2016, the FASB issued new guidance to reduce the complexity of certain aspects of accounting for employee share-based payment transactions. Currently, accruals of compensation costs are based on an estimated forfeiture rate. The new guidance allows an entity to make an entity-wide accounting policy election to either continue using an estimate of forfeitures or account for forfeitures only when they occur. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is currently evaluating the impact of the guidance on its consolidated results of operations and financial condition. |
1. ORGANIZATION AND SIGNIFICA27
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization And Significant Accounting Policies Tables | |
Concentrations of Credit Risk Major Customers | Years Ended December 31, 2016 2015 2014 Customer A 17% 12% 20% Customer B 12% 15% 20% Customer C 6% 12% 11% |
Purchases from external customers | Years Ended December 31, 2016 2015 2014 Supplier A 13% 19% 26% Supplier B 13% 13% 11% Supplier C 8% 9% 15% |
Schedule of inventory | December 31, 2016 2015 Finished goods $ 33,773 $ 31,153 LCFS credits 10,926 6,957 Raw materials 6,571 9,891 Work in progress 7,092 11,121 Other 1,708 1,698 Total $ 60,070 $ 60,820 |
Property and equipment 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, Diluted, by Common Class, Including Two Class Method | The following tables compute basic and diluted earnings per share (in thousands, except per share data): Year Ended December 31, 2016 Income Shares Per-Share Net income attributed to Pacific Ethanol $ 1,419 Less: Preferred stock dividends (1,269 ) Less: Allocated to participating securities (2 ) Basic income per share: Income available to common stockholders $ 148 42,182 $ 0.00 Add: Options – 69 Diluted income per share: Income available to common stockholders $ 148 42,251 $ 0.00 Year Ended December 31, 2015 Loss Shares Per-Share Net loss attributed to Pacific Ethanol $ (18,786 ) Less: Preferred stock dividends (1,265 ) Basic and Diluted loss per share: Loss available to common stockholders $ (20,051 ) 33,173 $ (0.60 ) Year Ended December 31, 2014 Income Shares Per-Share Net income attributed to Pacific Ethanol $ 21,289 Less: Preferred stock dividends (1,265 ) Less: Allocated to participating securities (585 ) Basic income per share: Income available to common stockholders $ 19,439 20,810 $ 0.93 Add: Warrants – 1,859 Diluted income per share: Income available to common stockholders $ 19,439 22,669 $ 0.86 |
2. PACIFIC ETHANOL CENTRAL PL28
2. PACIFIC ETHANOL CENTRAL PLANTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
PE Central [Member] | |
Purchase price allocation | Cash and cash equivalents $ 18,756 Accounts receivable 10,430 Inventory 29,483 Other current assets 8,304 Total current assets 66,973 Property and equipment 312,781 Net deferred tax assets 12,159 Other assets 750 Total assets acquired $ 392,663 Accounts payable and accrued liabilities $ 27,780 Long-term debt - revolvers 13,721 Long-term debt - term debt 142,744 Pension plan liabilities 8,518 Other non-current liabilities 25,327 Total liabilities $ 218,090 Net assets acquired $ 174,573 |
Pro forma allocation | Years Ended December 31, 2015 2014 Net sales – pro forma $ 1,484,676 $ 1,695,440 Cost of goods sold – pro forma $ 1,469,512 $ 1,528,387 Selling, general and administrative expenses – pro forma $ 34,735 $ 47,796 Net income (loss) – pro forma $ (34,136 ) $ 12,596 Diluted net income (loss) per share – pro forma $ (0.81 ) $ 0.31 Diluted weighted-average shares – pro forma 42,053 40,428 |
Pacific Aurora [Member] | |
Purchase price allocation | Cash and cash equivalents $ 1,453 Accounts receivable 16,804 Inventory 3,837 Other current assets 77 Total current assets 22,171 Property and equipment 115,759 Other assets 1,387 Total assets $ 139,317 Accounts payable and accrued liabilities $ 20,152 Other current liabilities 2,045 Long-term debt outstanding, net 621 Total liabilities $ 22,818 |
5. SEGMENTS (Tables)
5. SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Financial Date for Operating Segments | Years Ended December 31, 2016 2015 2014 Net Sales Ethanol Production: Net sales to external customers $ 1,045,807 $ 710,201 $ 562,388 Intersegment net sales 1,169 – – Total production segment net sales 1,046,976 710,201 562,388 Marketing and distribution: Net sales to external customers 578,951 480,975 545,024 Intersegment net sales 8,029 5,262 3,986 Total marketing and distribution net sales 586,980 486,237 549,010 Intersegment eliminations (9,198 ) (5,262 ) (3,986 ) Net sales as reported $ 1,624,758 $ 1,191,176 $ 1,107,412 Cost of goods sold: Ethanol production $ 1,018,181 $ 719,833 $ 473,598 Marketing and distribution 575,921 476,410 537,010 Intersegment eliminations (21,176 ) (12,477 ) (11,681 ) Cost of goods sold as reported $ 1,572,926 $ 1,183,766 $ 998,927 Income (loss) before provision for income taxes: Ethanol production $ (6,882 ) $ (32,723 ) $ 72,278 Marketing and distribution 4,517 3,200 6,068 Corporate activities 2,910 616 (37,207 ) $ 545 $ (28,907 ) $ 41,139 Depreciation and amortization: Ethanol production $ 34,528 $ 23,091 $ 12,509 Marketing and distribution 3 151 551 Corporate activities 910 390 126 $ 35,441 $ 23,632 $ 13,186 Interest expense: Ethanol production $ 20,794 $ 11,969 $ 7,048 Marketing and distribution 1,404 625 566 Corporate activities 208 – 1,824 $ 22,406 $ 12,594 $ 9,438 |
Schedule of Assets by Operating Segments | December 31, 2016 2015 Total assets: Ethanol production $ 542,688 $ 535,583 Marketing and distribution 146,356 107,499 Corporate assets 19,194 31,598 $ 708,238 $ 674,680 |
6. PROPERTY AND EQUIPMENT (Tabl
6. PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | December 31, 2016 2015 Facilities and plant equipment $ 530,735 $ 501,800 Land 7,771 7,541 Other equipment, vehicles and furniture 9,714 9,084 Construction in progress 29,393 23,579 577,613 542,004 Accumulated depreciation (112,423 ) (77,044 ) $ 465,190 $ 464,960 |
7. INTANGIBLE ASSETS (Tables)
7. INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | December 31, 2016 December 31, 2015 Useful Life (Years) Gross Accumulated Amortization Net Book Value Gross Accumulated Amortization Net Book Value Non-Amortizing: Kinergy tradename $ 2,678 $ - $ 2,678 $ 2,678 $ - 2,678 Amortizing: Customer relationships 10 4,741 (4,741 ) – 4,741 (4,741 ) – Total intangible assets, net $ 7,419 $ (4,741 ) $ 2,678 $ 7,419 $ (4,741 ) 2,678 |
8. DERIVATIVES (Tables)
8. DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives not designated as hedging instruments | As of December 31, 2016 Assets Liabilities Type of Instrument Balance Sheet Location Fair Balance Sheet Location Fair Commodity contracts Derivative assets $ 978 Derivative liabilities $ 4,115 $ 978 $ 4,115 As of December 31, 2015 Assets Liabilities Type of Instrument Balance Sheet Location Fair Balance Sheet Location Fair Commodity contracts Derivative assets $ 2,081 Derivative liabilities $ 1,848 $ 2,081 $ 1,848 |
Recognized gains (losses) on Derivatives | Realized Gains (Losses) For the Years Ended December 31, Type of Instrument Statements of Operations Location 2016 2015 2014 Commodity contracts Cost of goods sold $ 1,386 $ (338 ) $ (1,144 ) $ 1,386 $ (338 ) $ (1,144 ) Unrealized Gains (Losses) For the Years Ended December 31, Type of Instrument Statements of Operations Location 2016 2015 2014 Commodity contracts Cost of goods sold $ (3,370 ) $ (204 ) $ 336 $ (3,370 ) $ (204 ) $ 336 |
9. DEBT (Tables)
9. DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long Term Debt | December 31, 2016 December 31, 2015 Kinergy line of credit $ 49,862 $ 61,003 Pekin term loan 64,000 – Pekin revolving loan 32,000 – Pacific Aurora line of credit 1,000 – Parent notes payable 55,000 – PE Central term debt – 162,622 201,862 223,625 Less unamortized debt discount (1,626 ) (2,299 ) Less unamortized debt financing costs (1,708 ) (462 ) Less short-term portion (10,500 ) (17,003 ) Long-term debt $ 188,028 $ 203,861 |
Maturities of long-term debt | December 31: 2017 $ 10,500 2018 14,000 2019 69,000 2020 63,862 2021 11,500 2022 33,000 $ 201,862 |
10. PENSION PLANS (Tables)
10. PENSION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Retirement Plan [Member] | |
Defined contribution plan schedule | 2016 2015 Changes in plan assets: Fair value of plan assets, beginning $ 12,567 $ 13,180 Actual gain (loss) 523 (298 ) Benefits paid (667 ) (315 ) Company contributions – – Participant contributions – – Fair value of plan assets, ending $ 12,423 $ 12,567 Less: accumulated/projected benefit obligation $ 18,455 $ 16,552 Funded status, (underfunded)/overfunded $ (6,032 ) $ (3,985 ) Amounts recognized in the consolidated balance sheets: Other liabilities $ (6,032 ) $ (3,985 ) Accumulated other comprehensive loss (income) $ 1,047 $ (885 ) Components of net periodic benefit costs are as follows: Service cost $ 223 $ 211 Interest cost 686 338 Expected return on plan assets (794 ) (500 ) Net periodic benefit cost $ 115 $ 49 Loss (gain) recognized in other comprehensive income (expense) $ 1,932 $ (885 ) |
Assumptions used | Assumptions used in computation benefit obligations: Discount rate 4.15% 4.23% Expected long-term return on plan assets 6.75% 7.75% Rate of compensation increase – – |
Schedule of Expected Benefit Payments | December 31: 2017 $ 750 2018 780 2019 790 2020 820 2021 830 2022-26 4,860 $ 8,830 |
Postretirement Plan [Member] | |
Defined contribution plan schedule | 2016 2015 Amounts at the end of the year: Accumulated/projected benefit obligation $ 5,371 $ 3,619 Fair value of plan assets – – Funded status, (underfunded)/overfunded $ (5,371 ) $ (3,619 ) Amounts recognized in the consolidated balance sheets: Accrued liabilities $ (310 ) $ (214 ) Other liabilities $ (5,061 ) $ (3,405 ) Accumulated other comprehensive loss (expense) $ 1,573 $ (155 ) Amounts recognized in the plan for the year: Company contributions $ 163 $ 20 Participant contributions $ 22 $ 15 Benefits paid $ (184 ) $ (35 ) Components of net periodic benefit costs are as follows: Service cost $ 48 $ 32 Interest cost 139 65 Net periodic benefit cost $ 187 $ 97 Loss (gain) recognized in other comprehensive income $ 1,728 $ (155 ) Assumptions used in computation benefit obligations: Discount rate 3.95% 3.67% |
Schedule of Expected Benefit Payments | December 31: 2017 $ 310 2018 290 2019 320 2020 300 2021 320 2022-26 1,890 $ 3,430 |
11. INCOME TAXES (Tables)
11. INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | Years Ended December 31, 2016 2015 2014 Current provision (benefit) $ 141 $ (8,011 ) $ 11,040 Deferred provision (benefit) (1,122 ) (2,023 ) 4,097 Total $ (981 ) $ (10,034 ) $ 15,137 |
Reconciliation of effective tax rate | Years Ended December 31, 2016 2015 2014 Statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 6.4 9.2 10.0 Change in valuation allowance (298.8 ) (4.2 ) (11.5 ) Fair value adjustments and warrant inducements 37.2 2.0 31.8 Domestic production gross receipts deduction – (2.9 ) (2.0 ) Section 382 reduction to loss carryover – 0.1 (24.2 ) Stock compensation 58.8 (0.8 ) – Non-deductible items 8.9 (0.5 ) 0.6 Change in tax status of subsidiary – – (1.6 ) Other (27.5 ) (3.2 ) (1.3 ) Effective rate (180.0 )% 34.7 % 36.8 % |
Components of deferred income taxes | December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 45,709 $ 53,867 Railcar contracts 3,348 5,143 Pension liability 2,204 2,647 R&D and AMT credits 2,465 2,303 Derivatives 1,228 – Litigation accrual – 1,290 Capital leases – 1,021 Stock-based compensation 946 724 Allowance for doubtful accounts and other assets 856 – Other 4,316 5,367 Total deferred tax assets 61,072 72,362 Deferred tax liabilities: Fixed assets (45,757 ) (30,272 ) Intangibles (1,091 ) (1,091 ) Debt basis – (912 ) Other (1,593 ) (1,423 ) Total deferred tax liabilities (48,441 ) (33,698 ) Valuation allowance (12,683 ) (39,838 ) Net deferred tax liabilities $ (52 ) $ (1,174 ) Classified in balance sheet as: Other liabilities $ (52 ) $ (1,174 ) |
Net operating loss carryforwards | These net operating loss carryforwards expire as follows (in thousands): Tax Years Federal State 2017–2021 $ – $ 22,425 2022–2026 3,781 4,109 2027–2031 1,654 30,102 2032–2036 112,248 45,202 $ 117,683 $ 101,838 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 2017 $ 16,328 $ 40,037 2018 6,441 4,809 2019 6,441 4,809 2020 6,374 4,781 2021 6,308 4,754 Thereafter 75,791 42,648 $ 117,683 $ 101,838 |
12. PREFERRED STOCK (Tables)
12. PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Company's agreements with the holders of its Series B Preferred Stock: | Agreement/Payment Amount of Shares of Extended Forbearance Date August 12, 2012 $ 732,000 157,000 January 1, 2014 December 26, 2012 732,000 144,500 June 30, 2014 March 27, 2013 732,000 139,000 September 30, 2014 July 26, 2013 731,000 175,000 December 31, 2014 September 17, 2013 731,000 197,000 March 31, 2015 May 23, 2014 1,463,000 120,000 November 30, 2015 November 24, 2014 1,000,000 – December 23, 2014 1,194,000 – Total $ 7,315,000 932,500 |
13. COMMON STOCK AND WARRANTS (
13. COMMON STOCK AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Warrant activity | Number of Price per Weighted Balance at December 31, 2013 8,275 $5.47 – $735.00 $ 10.04 Warrants exercised (6,615 ) $6.09 – $8.85 $ 7.17 Warrants expired (804 ) $5.47 $ 5.47 Balance at December 31, 2014 856 $6.09 – $735.00 $ 36.55 Warrants exercised (42 ) $8.85 $ 8.85 Warrants expired (432 ) $8.85 $ 8.85 Balance at December 31, 2015 382 $6.09 – $735.00 $ 70.87 Warrants exercised (138 ) $8.43 $ 8.43 Balance at December 31, 2016 244 $6.09 – $735.00 $ 106.22 |
14. STOCK BASED COMPENSATION (T
14. STOCK BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Option activity | Years Ended December 31, 2016 2015 Number Weighted Number Weighted Outstanding at beginning of year 240 $ 4.18 241 $ 6.91 Expired – – (1 ) 867.24 Outstanding at end of year 240 $ 4.18 240 $ 4.18 Options exercisable at end of year 240 $ 4.18 164 $ 4.18 |
Stock options by exercise price range | Options Outstanding Options Exercisable Range of Number Weighted Weighted Number Weighted $3.74 229 6.47 $3.74 229 $3.74 $12.90 11 4.59 $12.90 11 $12.90 |
Unvested restricted stock activity | Number of Weighted Unvested at December 31, 2013 472 $ 5.07 Issued 155 $ 15.23 Vested (227 ) $ 5.79 Canceled (10 ) $ 4.30 Unvested at December 31, 2014 390 $ 8.71 Issued 307 $ 10.16 Vested (220 ) $ 7.94 Canceled (14 ) $ 10.08 Unvested at December 31, 2015 463 $ 10.00 Issued 742 $ 5.24 Vested (250 ) $ 9.01 Canceled (25 ) $ 6.24 Unvested at December 31, 2016 930 $ 6.57 |
Stock-based compensation expense | Years Ended December 31, 2016 2015 2014 Employees $ 2,173 $ 1,694 $ 1,493 Non-employees 443 325 345 Total stock-based compensation expense $ 2,616 $ 2,019 $ 1,838 |
15. COMMITMENTS AND CONTINGEN39
15. COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments - Capital and Operating Leases | Years Ended December 31, Capital Leases Operating Leases 2017 $ 930 $ 14,011 2018 588 11,822 2019 – 8,929 2020 – 4,942 2021 – 1,991 Thereafter – 2,812 Total minimum payments 1,518 $ 44,507 Amount representing interest (177 ) Obligations under capital leases 1,341 Obligations due within one year (794 ) Long-term obligations under capital leases $ 547 |
16. FAIR VALUE MEASUREMENTS (Ta
16. FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Significant assumptions | Significant assumptions used and related fair values for the warrants as of December 31, 2016 were as follows: Original Issuance Exercise Volatility Risk Free Term Market Warrants Fair 07/03/2012 $6.09 40.9% 0.62% 0.50 11.3% 211,000 $ 651,000 Significant assumptions used and related fair values for the warrants as of December 31, 2015 were as follows: Original Issuance Exercise Volatility Risk Free Term Market Warrants Fair 07/03/2012 $6.09 49.1% 0.86% 1.51 22.9% 211,000 $ 200,000 12/13/2011 $8.43 48.4% 0.65% 0.95 18.3% 138,000 73,000 $ 273,000 |
Schedule of fair value measurements | The following table summarizes recurring fair value measurements by level at December 31, 2016 (in thousands): Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments(1) $ 978 $ 978 $ – $ – Defined benefit plan assets(2) (pooled separate accounts): Large U.S. Equity(3) 3,134 – 3,134 – 25% Small/Mid U.S. Equity(4) 1,802 – 1,802 – 15% International Equity(5) 2,006 – 2,006 – 16% Fixed Income(6) 5,481 – 5,481 – 44% $ 13,401 $ 978 $ 12,423 $ – Liabilities: Warrants(7) $ (651 ) $ – $ – $ (651 ) Derivative financial instruments(8) (4,115 ) (4,115 ) – – $ (4,766 ) $ (4,115 ) $ – $ (651 ) The following table summarizes recurring fair value measurements by level at December 31, 2015 (in thousands): Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments(1) $ 2,081 $ 2,081 $ – $ – Defined benefit plan assets(2) (pooled separate accounts): Large U.S. Equity(3) 3,662 – 3,662 – 29% Small/Mid U.S. Equity(4) 1,099 – 1,099 – 9% International Equity(5) 1,525 – 1,525 – 12% Fixed Income(6) 6,281 – 6,281 – 50% $ 14,648 $ 2,081 $ 12,567 $ – Liabilities: Warrants(7) $ (273 ) $ – $ – $ (273 ) Derivative financial instruments(8) (1,848 ) (1,848 ) – – $ (2,121 ) $ (1,848 ) $ – $ (273 ) __________ (1) Included in derivative assets in the consolidated balance sheets. (2) See Note 10 for accounting discussion. (3) 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. (4) 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. (5) 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. (6) 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. (7) Included in warrant liabilities at fair value in the consolidated balance sheets. (8) Included in derivative liabilities in the consolidated balance sheets. |
Level 3 fair value schedule | Warrants Balance, December 31, 2013 $ 8,215 Exercises of warrants (41,486 ) Expiration of warrants (3 ) Adjustments to fair value for the period 35,260 Balance, December 31, 2014 $ 1,986 Exercises of warrants (72 ) Expiration of warrants (527 ) Adjustments to fair value for the period (1,114 ) Balance, December 31, 2015 $ 273 Exercises of warrants (179 ) Adjustments to fair value for the period 557 Balance, December 31, 2016 $ 651 |
17. PARENT COMPANY FINANCIALS (
17. PARENT COMPANY FINANCIALS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Balance Sheets - Parent Company Only | December 31, 2016 2015 Cash and cash equivalents $ 11,060 $ 20,618 Receivables from subsidiaries 7,203 14,505 Other current assets 6,442 11,361 Total current assets 24,705 46,484 Property and equipment, net 1,433 1,695 Investments in subsidiaries 363,401 301,416 Pacific Ethanol West plant receivable 58,766 41,763 Other assets 1,110 838 Total other assets 423,277 344,017 Total Assets $ 449,415 $ 392,196 Accounts payable and accrued liabilities $ 1,758 $ 1,963 Payables to subsidiaries 1,568 13,230 Accrued PE Op Co. purchase 3,829 3,828 Other current liabilities 183 – Total current liabilities 7,338 19,021 Long Term debt, net 53,360 – Warrant liabilities at fair value 651 273 Deferred tax liabilities 52 1,174 Other liabilities 124 184 Total Liabilities 61,525 20,652 Preferred stock 1 1 Common stock 40 39 Non-voting common stock 4 4 Additional paid-in capital 922,698 902,843 Accumulated other comprehensive income (expense) (2,620 ) 1,040 Accumulated deficit (532,233 ) (532,383 ) Total Pacific Ethanol, Inc. stockholders' equity 387,890 371,544 Total Liabilities and Stockholders' Equity $ 449,415 $ 392,196 |
Statements Of Operations Parent Company Only | Years Ended December 31, 2016 2015 2014 Management fees from subsidiaries $ 12,968 $ 9,857 $ 12,731 Selling, general and administrative expenses 14,491 14,336 12,779 Asset impairment – 1,970 – Loss from operations (1,523 ) (6,449 ) (48 ) Fair value adjustments and warrant inducements (557 ) 1,641 (37,532 ) Interest income 5,964 5,739 4,753 Interest expense (240 ) (27 ) (1,813 ) Loss on extinguishments of debt – – (2,363 ) Other income 1,931 – – Income (loss) before provision for income taxes 5,575 904 (37,003 ) Provision (benefit) for income taxes (981 ) (10,034 ) 15,137 Income (loss) before equity in earnings of subsidiaries 6,556 10,938 (52,140 ) Equity in earnings (losses) of subsidiaries (5,137 ) (29,724 ) 73,429 Consolidated net income (loss) $ 1,419 $ (18,786 ) $ 21,289 |
Statements Of Cash Flows Parent Company Only | 2016 2015 2014 Operating Activities: Net income (loss) $ 1,419 $ (18,786 ) $ 21,289 Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Equity in earnings (losses) of subsidiaries 5,137 29,724 (73,429 ) Depreciation and amortization 727 390 126 Fair value adjustments 557 (1,641 ) 35,260 Loss on extinguishments of debt – – 2,363 Asset impairment – 1,970 – Deferred income taxes (1,122 ) (14,260 ) 5,128 Amortization of debt discount 10 – 1,674 Changes in operating assets and liabilities: Accounts receivables 7,302 (5,958 ) (7,001 ) Other assets 4,647 (4,139 ) 1,365 AP and accruals (3,741 ) 604 (587 ) Accounts payable with subsidiaries (9,385 ) 11,179 5,846 Net cash provided by (used in) provided by operating activities $ 5,551 $ (917 ) $ (7,966 ) Investing Activities: Additions to property and equipment $ (465 ) $ (1,483 ) $ (455 ) Purchases of investments in subsidiaries – – (6,000 ) Investments in subsidiaries (50,886 ) – – Purchase of PE OP Co. debt (17,003 ) – (17,038 ) Net cash used in investing activities $ (68,354 ) $ (1,483 ) $ (23,493 ) Financing Activities: Proceeds from issuance of senior notes $ 53,350 $ – $ – Proceeds from exercise of warrants 1,164 368 43,676 Preferred stock dividends (1,269 ) (1,265 ) (3,459 ) Proceeds from equity raise – – 26,073 Payment on related party note – – (750 ) Payments on senior notes – – (13,984 ) Net cash provided by (used in) financing activities $ 53,245 $ (897 ) $ 51,556 Net increase (decrease) increase in cash and equivalents (9,558 ) (3,297 ) 20,097 Cash and equivalents at beginning of period 20,618 23,915 3,818 Cash and equivalents at ending of period $ 11,060 $ 20,618 $ 23,915 |
18. QUARTERLY FINANCIAL DATA (T
18. QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly financial data | First Second Third Fourth December 31, 2016: Net sales $ 342,373 $ 422,860 $ 417,806 $ 441,719 Gross profit $ 1,069 $ 17,704 $ 6,364 $ 26,695 Income (loss) from operations $ (7,248 ) $ 11,556 $ 393 $ 18,808 Net income (loss) attributed to Pacific Ethanol, Inc. $ (13,226 ) $ 5,086 $ (3,518 ) $ 13,077 Preferred stock dividends $ (315 ) $ (315 ) $ (319 ) $ (320 ) Income allocated to participating securities $ – $ (71 ) $ – $ (189 ) Net income (loss) available to common stockholders $ (13,541 ) $ 4,700 $ (3,837 ) $ 12,569 Income (loss) per common share: Basic $ (0.32 ) $ 0.11 $ (0.09 ) $ 0.30 Diluted $ (0.32 ) $ 0.11 $ (0.09 ) $ 0.30 First Second Third Fourth December 31, 2015: Net sales $ 206,176 $ 227,621 $ 380,622 $ 376,757 Gross profit (loss) $ (987 ) $ 6,254 $ (7,380 ) $ 9,523 Income (loss) from operations $ (5,892 ) $ 2,261 $ (14,826 ) $ 485 Net income (loss) attributed to Pacific Ethanol, Inc. $ (4,380 ) $ 1,010 $ (14,663 ) $ (753 ) Preferred stock dividends $ (312 ) $ (315 ) $ (319 ) $ (319 ) Income allocated to participating securities $ – $ (18 ) $ – $ – Net income (loss) available to common stockholders $ (4,692 ) $ 677 $ (14,982 ) $ (1,072 ) Income (loss) per common share: Basic $ (0.19 ) $ 0.03 $ (0.36 ) $ (0.03 ) Diluted $ (0.19 ) $ 0.03 $ (0.36 ) $ (0.03 ) |
1. ORGANIZATION AND SIGNIFICA43
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details-Concentration sales) - Sales [Member] | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Customer A [Member] | |||
Concentration risk percentage | 17.00% | 12.00% | 20.00% |
Customer B [Member] | |||
Concentration risk percentage | 12.00% | 15.00% | 20.00% |
Customer C [Member] | |||
Concentration risk percentage | 6.00% | 12.00% | 11.00% |
1. ORGANIZATION AND SIGNIFICA44
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details-Purchase concentration) - Purchases [Member] | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplier A [Member] | |||
Concentration percentage | 13.00% | 19.00% | 26.00% |
Supplier B [Member] | |||
Concentration percentage | 13.00% | 13.00% | 11.00% |
Supplier C [Memebr] | |||
Concentration percentage | 8.00% | 9.00% | 15.00% |
1. ORGANIZATION AND SIGNIFICA45
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details-Inventories) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 33,773 | $ 31,153 |
LCFS credits | 10,926 | 6,957 |
Raw materials | 6,571 | 9,891 |
Work in progress | 7,092 | 11,121 |
Other | 1,708 | 1,698 |
Total inventories | $ 60,070 | $ 60,820 |
1. ORGANIZATION AND SIGNIFICA46
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details-Useful Lives) | 12 Months Ended |
Dec. 31, 2016 | |
Building [Member] | |
Estimated useful lives | 40 years |
Facilities and plant equipment [Member] | |
Estimated useful lives | 10 to 25 years |
Other equipment, vehicles and furniture [Member] | |
Estimated useful lives | 5 to 10 years |
1. ORGANIZATION AND SIGNIFICA47
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details-EPS computation) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss Numerator | |||||||||||
Net income (loss) attributed to Pacific Ethanol, Inc. | $ 13,077 | $ (3,518) | $ 5,086 | $ (13,226) | $ (753) | $ (14,663) | $ 1,010 | $ (4,380) | $ 1,419 | $ (18,786) | $ 21,289 |
Preferred stock dividends | (320) | (319) | (315) | (315) | (319) | (319) | (315) | (312) | (1,269) | (1,265) | (1,265) |
Less: Allocated to participating securities | (189) | 0 | (71) | 0 | 0 | 0 | (18) | 0 | (2) | 0 | (585) |
Basic income per share: | |||||||||||
Income available to common stockholders, basic | $ 12,569 | $ (3,837) | $ 4,700 | $ (13,541) | $ (1,072) | $ (14,982) | $ 677 | $ (4,692) | 148 | $ (20,051) | $ 19,439 |
Diluted income per share: | |||||||||||
Income available to common stockholders, diluted | $ 148 | ||||||||||
Shares Denominator | |||||||||||
Shares available to common stockholders - basic | 42,182,000 | 20,810,000 | 20,810,000 | ||||||||
Incremental shares - options/warrants | 69,000 | 1,859,000 | |||||||||
Shares available to common stockholders - diluted | 42,251,000 | 33,173,000 | 22,669,000 | ||||||||
Per-Share Amount | |||||||||||
Per-Share amount - basic | $ .30 | $ (.09) | $ 0.11 | $ (.32) | $ (.03) | $ (.36) | $ .03 | $ (.19) | $ 0 | $ (.60) | $ 0.93 |
Per-Shares amount - diluted | $ 0.30 | $ (0.09) | $ 0.11 | $ (0.32) | $ (.03) | $ (.36) | $ .03 | $ (.19) | $ 0 | $ (0.60) | $ .86 |
1. ORGANIZATION AND SIGNIFICA48
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Bad debt recoveries | $ 354 | $ 42 | |
Bad debt expense | $ 306 | ||
Accounts receivable | $ 86,275 | 61,346 | |
Employees covered by collective bargaining agreement | 29.00% | ||
Amortization of deferred financing costs | $ 137 | 272 | 779 |
Unamortized deferred financing costs | 1,708 | 462 | |
Net sales when company acting as an agent | $ 1,604 | $ 1,510 | 1,908 |
Reduction in costs related to government payments | $ 1,878 | ||
Estimated future unvested forfeiture rate | 8.00% | 8.00% | 8.00% |
Potentially dilutive shares from convertible securities outstanding | 704,000 | 817,000 | 660,000 |
Relassification of other assets to long-term debt, net of current portion | $ 1,708 | $ 462 | |
Kinergy Line Of Credit [Member] | |||
Accounts receivable used as collateral | 64,853 | 42,049 | |
Allowance for doubtful accounts | 331 | 25 | |
Customers A, B, C | |||
Accounts receivable | $ 21,274 | $ 19,858 | |
Customers A, B, C | Accounts Receivable [Member] | |||
Concentration risk percentage | 24.00% | 32.00% | |
Pacific Aurora [Member] | |||
Equity interest owned | 73.93% | ||
Pacific Aurora [Member] | ACEC [Member] | |||
Equity interest owned | 26.07% |
2. PACIFIC ETHANOL CENTRAL PL49
2. PACIFIC ETHANOL CENTRAL PLANTS (Details - Purchase allocation) - USD ($) $ in Thousands | Dec. 31, 2016 | Jun. 30, 2015 |
PE Central [Member] | ||
Cash and cash equivalents | $ 18,756 | |
Accounts receivable | 10,430 | |
Inventory | 29,483 | |
Other current assets | 8,304 | |
Total current assets | 66,973 | |
Property and equipment | 312,781 | |
Net deferred tax assets | 12,159 | |
Other assets | 750 | |
Total assets acquired | 392,663 | |
Accounts payable and accrued liabilities | 27,780 | |
Long-term debt - revolvers | 13,721 | |
Long-term debt - term debt | 142,744 | |
Pension plan liabilties | 8,518 | |
Other non-current liabilities | 25,327 | |
Total liabilities assumed | 218,090 | |
Net assets acquired | $ 174,573 | |
Pacific Aurora [Member] | ||
Cash and cash equivalents | $ 1,453 | |
Accounts receivable | 16,804 | |
Inventory | 3,837 | |
Other current assets | 77 | |
Total current assets | 22,171 | |
Property and equipment | 115,759 | |
Other assets | 1,387 | |
Total assets acquired | 139,317 | |
Accounts payable and accrued liabilities | 20,152 | |
Other current liabilities | 2,045 | |
Long-term debt - term debt | 621 | |
Total liabilities assumed | $ 22,818 |
2. PACIFIC ETHANOL CENTRAL PL50
2. PACIFIC ETHANOL CENTRAL PLANTS (Details - Pro forma information) - PE Central [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net sales – pro forma | $ 1,484,676 | $ 1,695,440 |
Cost of goods sold – pro forma | 1,469,512 | 1,528,387 |
Selling, general and administrative expenses – pro forma | 34,735 | 47,796 |
Net income (loss) – pro forma | $ (34,136) | $ 12,596 |
Diluted net income (loss) per share – pro forma | $ (0.81) | $ 0.31 |
Diluted weighted-average shares – pro forma | $ 42,053 | $ 40,428 |
2. PACIFIC ETHANOL CENTRAL PL51
2. PACIFIC ETHANOL CENTRAL PLANTS (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock issued for acquisition, value | $ 174,573 | |||
Litigation contingency accrual | $ 2,800 | |||
Gain on settlement | $ 28,323 | 23,412 | $ 17,108 | |
Pacific Aurora [Member] | ||||
Ownership interest sold | 14.22% | |||
Cash received in sale of subsidiary | $ 30,000 | |||
ACEC contribution in assets | 16,500 | |||
ACEC additional cash contribution | $ 30,000 | |||
Additional paid in capital for book value and contribution and sale | 16,200 | |||
PE Central [Member] | ||||
Stock issued for acquisition, shares issued | 17,800,000 | |||
Stock issued for acquisition, value | $ 174,600 | |||
Accounts receivable acquired gross | 10,800 | |||
Uncollectible accounts receivable from acquisition | 400 | |||
Litigation contingency accrual | $ 3,700 | |||
Litigation contingency paid | 2,100 | |||
Gain on settlement | $ 1,100 |
3. PACIFIC ETHANOL WEST PLANTS
3. PACIFIC ETHANOL WEST PLANTS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Deferred tax liability related to cumulative adjustments | $ (10,244) | ||
PE Op Co. [Member] | |||
Equity interest owned | 100.00% | ||
Reduction in noncontrolling interest | $ 4,388 | 5,921 | |
Increase (decrease) in additional paid in capital due to acquisition | $ 560 | 79 | |
Deferred tax liability related to cumulative adjustments | $ 10,244 |
4. INTERCOMPANY AGREEMENTS (Det
4. INTERCOMPANY AGREEMENTS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Pacific Aurora [Member] | ||||
Grain procurement expenses | $ 107 | |||
Kinergy Marketing LLC [Member] | Ethanol Marketing Agreement [Member] | ||||
Revenues from related party | $ 8,029 | $ 5,262 | $ 3,986 | |
Pacific Ag. Products, LLC [Member] | Corn Procurement and Handling Agreement [Member] | ||||
Revenues from related party | 4,386 | 2,910 | 2,989 | |
Pacific Ag. Products, LLC [Member] | Distillers Grains Marketing Agreement [Member] | ||||
Revenues from related party | 6,047 | 4,438 | 4,788 | |
Affiliate Management Agreement [Member] | ||||
Revenues from related party | $ 12,968 | 9,857 | $ 12,731 | |
Plant Management Agreement [Member] | ||||
Revenues from related party | 1,800 | |||
Performance bonus earned | $ 2,800 |
5. SEGMENTS (Details - Income S
5. SEGMENTS (Details - Income Statement) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Total segment revenues | $ 1,046,976 | $ 710,201 | $ 562,388 | ||||||||
Total segment net sales | 586,980 | 486,237 | 549,010 | ||||||||
Revenues | 1,624,758 | 1,196,438 | 1,107,412 | ||||||||
Net sales as reported | $ 441,719 | $ 417,806 | $ 422,860 | $ 342,373 | $ 376,757 | $ 380,622 | $ 227,621 | $ 206,176 | 1,624,758 | 1,191,176 | 1,107,412 |
Cost of goods sold | 1,572,926 | 1,183,766 | 998,927 | ||||||||
Income (loss) before provision for income taxes | 545 | (28,907) | 41,139 | ||||||||
Depreciation and amortization | 35,441 | 23,632 | 13,186 | ||||||||
Interest expense | 22,406 | 12,594 | 9,438 | ||||||||
External Customers [Member] | |||||||||||
Total segment revenues | 562,388 | 710,201 | 507,162 | ||||||||
Total segment net sales | 545,024 | 480,975 | 401,275 | ||||||||
Intersegment Net Sales [Member] | |||||||||||
Total segment revenues | 1,169 | 0 | 0 | ||||||||
Total segment net sales | 8,029 | 5,262 | 3,986 | ||||||||
Intersegment Eliminations [Member] | |||||||||||
Revenues | (9,198) | (5,262) | (3,986) | ||||||||
Cost of goods sold | (21,176) | (12,477) | (11,681) | ||||||||
Ethanol Production [Member] | |||||||||||
Cost of goods sold | 1,018,181 | 719,833 | 473,598 | ||||||||
Income (loss) before provision for income taxes | (6,882) | (32,723) | 72,278 | ||||||||
Depreciation and amortization | 34,528 | 23,091 | 12,509 | ||||||||
Interest expense | 20,794 | 11,969 | 7,048 | ||||||||
Marketing and Distribution [Member] | |||||||||||
Cost of goods sold | 575,921 | 476,410 | 537,010 | ||||||||
Income (loss) before provision for income taxes | 4,517 | 3,200 | 6,068 | ||||||||
Depreciation and amortization | 3 | 151 | 551 | ||||||||
Interest expense | 1,404 | 625 | 566 | ||||||||
Corporate Activities [Member] | |||||||||||
Income (loss) before provision for income taxes | 2,910 | 616 | (37,207) | ||||||||
Depreciation and amortization | 910 | 390 | 126 | ||||||||
Interest expense | $ 208 | $ 0 | $ 1,824 |
5. SEGMENTS (Details - Assets)
5. SEGMENTS (Details - Assets) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | $ 708,238 | $ 674,680 |
Ethanol Production [Member] | ||
Assets | 542,688 | 535,583 |
Marketing and Distribution [Member] | ||
Assets | 146,356 | 107,499 |
Corporate Activities [Member] | ||
Assets | $ 19,194 | $ 31,598 |
5. SEGMENTS (Details Narrative)
5. SEGMENTS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Ethanol Production [Member] | |||
Management fees | $ 9,968 | $ 5,957 | $ 8,776 |
Marketing and Distribution [Member] | |||
Management fees | $ 3,000 | $ 3,900 | $ 3,900 |
6. PROPERTY AND EQUIPMENT (Deta
6. PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment, Gross | $ 577,613 | $ 542,004 |
Accumulated Depreciation | (112,423) | (77,044) |
Property, Plant and Equipment, Net | 465,190 | 464,960 |
Facilities and plant equipment [Member] | ||
Property, Plant and Equipment, Gross | 530,735 | 501,800 |
Land [Member] | ||
Property, Plant and Equipment, Gross | 7,771 | 7,541 |
Other equipment, vehicles and furniture [Member] | ||
Property, Plant and Equipment, Gross | 9,714 | 9,084 |
Construction in Progress [Member] | ||
Property, Plant and Equipment, Gross | $ 29,393 | $ 23,579 |
6. PROPERTY AND EQUIPMENT (De58
6. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Depreciation expense | $ 35,441 | $ 23,524 | $ 12,712 |
Asset impairment | 0 | 1,970 | 0 |
Property and equpment, gross | 577,613 | $ 542,004 | |
Idled Facilities [Member] | |||
Depreciation expense | $ 699 | ||
Capital Investment Activities [Member] | |||
Capitalized interest | $ 1,307 |
7. INTANGIBLE ASSETS (Details)
7. INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2016 | |
Gross | $ 7,419 | $ 7,419 |
Accumulated Amortization | (4,741) | (4,741) |
Net Book Value | 2,678 | 2,678 |
Kinergy Tradename [Member] | ||
Gross | 2,678 | 2,678 |
Accumulated Amortization | 0 | 0 |
Net Book Value | $ 2,678 | 2,678 |
Customer Relationships [Member] | ||
Useful Life (Years) | 10 years | |
Gross | $ 4,741 | 4,741 |
Accumulated Amortization | (4,741) | (4,741) |
Net Book Value | $ 0 | $ 0 |
7. INTANGIBLE ASSETS (Details N
7. INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense of intangible assets | $ 0 | $ 108 | $ 474 |
8. DERIVATIVES (Details - Fair
8. DERIVATIVES (Details - Fair value) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Commodity contracts, Other current assets | $ 978 | $ 2,081 |
Commodity contracts, Other current liabilities | 4,115 | 1,848 |
Non Designated Derivative Instruments [Member] | Commodity contracts [Member] | Other Current Assets [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ||
Commodity contracts, Other current assets | 978 | 2,081 |
Commodity contracts, Other current liabilities | $ 4,115 | $ 1,848 |
8. DERIVATIVES (Details - Recog
8. DERIVATIVES (Details - Recognized gains/losses) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Realized Gains (Losses) | $ 1,386 | $ (338) | $ (1,144) |
Unrealized Gains (Losses) | (3,370) | (204) | 336 |
Commodity contracts [Member] | Non Designated Derivative Instruments [Member] | Cost of goods sold [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Realized Gains (Losses) | 1,386 | (338) | (1,144) |
Unrealized Gains (Losses) | $ (3,370) | $ (204) | $ 336 |
8. DERIVATIVES (Details Narrati
8. DERIVATIVES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Recognized gains and losses due to change in fair value | $ (1,984) | $ (542) | $ (808) |
9. DEBT (Details - Long term bo
9. DEBT (Details - Long term borrowings) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Long-term borrowings are summarized as follows | ||
Total debt | $ 201,862 | $ 223,625 |
Less: Unamortized debt discount | (1,626) | (2,299) |
Less: unamortized debt financing costs | (1,708) | (462) |
Less short-term portion | (10,500) | (17,003) |
Long-term debt | 188,028 | 203,861 |
Parent notes payable [Member] | ||
Long-term borrowings are summarized as follows | ||
Notes payable | 55,000 | 0 |
Pekin term loan [Member] | ||
Long-term borrowings are summarized as follows | ||
Term debt | 64,000 | 0 |
PE Central term debt [Member] | ||
Long-term borrowings are summarized as follows | ||
Term debt | 0 | 162,622 |
Kinergy Line Of Credit [Member] | ||
Long-term borrowings are summarized as follows | ||
Line of credit | 49,862 | 61,003 |
Pekin revolving loan [Member] | ||
Long-term borrowings are summarized as follows | ||
Line of credit | 32,000 | 0 |
Pacific Aurora Line of Credit [Member] | ||
Long-term borrowings are summarized as follows | ||
Line of credit | $ 1,000 | $ 0 |
9. DEBT (Details - Maturities)
9. DEBT (Details - Maturities) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Debt maturity current year | $ 10,500 | |
Debt maturity, 2018 | 14,000 | |
Debt maturity, 2019 | 69,000 | |
Debt maturity, 2020 | 63,862 | |
Debt maturity, 2021 | 11,500 | |
Debt maturity, 2022 | 33,000 | |
Total debt | $ 201,862 | $ 223,625 |
9. DEBT (Details Narrative)
9. DEBT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Amortization of debt discount | $ 2,322 | $ 716 | $ 1,815 |
Net assets under restriction | 287,200 | ||
Parent notes payable [Member] | |||
Notes payable | $ 55,000 | $ 0 | |
Maturity date | Dec. 15, 2019 | ||
Pekin [Member] | Term Loans [Member] | |||
Term debt | $ 64,000 | ||
Maturity date | Aug. 30, 2021 | ||
Pacific Ethanol Central Plants [Member] | Term Loans [Member] | |||
Term debt | $ 155,070 | ||
Payment of short-term debt | 155,070 | ||
Amortization of debt discount | 1,152 | ||
Line of Credit [Member] | Kinergy [Member] | |||
Line of credit maximum borrowing capacity | $ 85,000 | ||
Line of credit effective interest rate | 2.75% | ||
Line of credit remaining borrowing availability | $ 33,473 | ||
Maturity date | Dec. 31, 2020 | ||
Line of Credit [Member] | Pekin [Member] | |||
Line of credit maximum borrowing capacity | $ 32,000 | ||
Maturity date | Feb. 1, 2022 | ||
Line of Credit [Member] | Pacific Aurora [Member] | |||
Line of credit maximum borrowing capacity | $ 30,000 | ||
Line of credit remaining borrowing availability | 29,000 | ||
Line of credit | $ 1,000 | ||
Maturity date | Feb. 1, 2022 | ||
Line of Credit [Member] | Pacific Ethanol West Plants [Member] | |||
Term debt | $ 58,766 | ||
Term debt eliminated on consolidation | $ 58,766 |
10. PENSION PLANS (Details - Re
10. PENSION PLANS (Details - Retirement Plans) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Components of net periodic benefit costs are as follows: | |||
Loss (gain) recognized in other comprehensive income (expense) | $ (3,660) | $ 1,040 | $ 0 |
Retirement Plan [Member] | |||
Changes in plan assets: | |||
Fair value of plan assets, beginning | 12,567 | ||
Actual gain (loss) | 523 | (298) | |
Benefits paid | (667) | (315) | |
Company contributions | 0 | 0 | |
Participant contributions | 0 | 0 | |
Accumulated/projected benefit obligation | 16,552 | ||
Fair value of plan assets, ending | 12,423 | 12,567 | |
Less: accumulated/projected benefit obligation | 18,455 | 16,552 | |
Funded status, (underfunded)/overfunded | (6,032) | (3,985) | |
Amounts recognized in the consolidated balance sheets: | |||
Other liabilities | (6,032) | (3,985) | |
Accumulated other comprehensive loss (income) | 1,047 | (885) | |
Components of net periodic benefit costs are as follows: | |||
Service cost | 223 | 211 | |
Interest cost | 686 | 338 | |
Expected return on plan assets | (794) | (500) | |
Net periodic benefit cost | 115 | 49 | |
Loss (gain) recognized in other comprehensive income (expense) | $ 1,932 | $ (885) | |
Assumptions used in computation benefit obligations: | |||
Discount rate | 4.15% | 4.23% | |
Expected long-term return on plan assets | 6.75% | 7.75% | |
Rate of compensation increase |
10. PENSION PLANS (Details - Po
10. PENSION PLANS (Details - Post-Retirement Plans) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Components of net periodic benefit costs are as follows: | |||
Loss (gain) recognized in other comprehensive income (expense) | $ (3,660) | $ 1,040 | $ 0 |
Postretirement Plan [Member] | |||
Changes in plan assets: | |||
Accumulated/projected benefit obligation | 5,371 | 3,619 | |
Fair value of plan assets | 0 | 0 | |
Funded status, (underfunded)/overfunded | (5,371) | (3,619) | |
Amounts recognized in the consolidated balance sheets: | |||
Accrued liabilties | (310) | (214) | |
Other liabilities | (5,061) | (3,405) | |
Accumulated other comprehensive loss (income) | 1,573 | (155) | |
Amounts recognized in the plan for the year: | |||
Company contributions | 163 | 20 | |
Participant contributions | 22 | 15 | |
Benefits paid | (184) | (35) | |
Components of net periodic benefit costs are as follows: | |||
Service cost | 48 | 32 | |
Interest cost | 139 | 65 | |
Net periodic benefit cost | 187 | 97 | |
Loss (gain) recognized in other comprehensive income (expense) | $ 1,728 | $ (155) | |
Assumptions used in computation benefit obligations: | |||
Discount rate | 3.95% | 3.67% | |
Rate of compensation increase | 7.00% |
10. PENSION PLANS (Details - Ex
10. PENSION PLANS (Details - Expected Benefit Payments) $ in Thousands | Dec. 31, 2016USD ($) |
Retirement Plan [Member] | |
Expected benefit future expected benefit payments 2017 | $ 750 |
Expected benefit future expected benefit payments 2018 | 780 |
Expected benefit future expected benefit payments 2019 | 790 |
Expected benefit future expected benefit payments 2020 | 820 |
Expected benefit future expected benefit payments 2021 | 830 |
Expected benefit future expected benefit payments 2022-26 | 4,860 |
Total expected benefit payments | 8,830 |
Postretirement Plan [Member] | |
Expected benefit future expected benefit payments 2017 | 310 |
Expected benefit future expected benefit payments 2018 | 290 |
Expected benefit future expected benefit payments 2019 | 320 |
Expected benefit future expected benefit payments 2020 | 300 |
Expected benefit future expected benefit payments 2021 | 320 |
Expected benefit future expected benefit payments 2022-26 | 1,890 |
Total expected benefit payments | $ 3,430 |
10. PENSION PLANS (Details Narr
10. PENSION PLANS (Details Narrative) - Retirement Plan [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Expected contributions by the company | $ 0 |
Expected net periodic benefit cost for 2017 | $ 500 |
11. INCOME TAXES (Details - Pro
11. INCOME TAXES (Details - Provision) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Current provision (benefit) | $ 141 | $ (8,011) | $ 11,040 |
Deferred provision (benefit) | (1,122) | (2,023) | 4,097 |
Total | $ (981) | $ (10,034) | $ 15,137 |
11. INCOME TAXES (Details - Eff
11. INCOME TAXES (Details - Effective rate) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective income tax rate reconciliation | |||
Statutory rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 6.40% | 9.20% | 10.00% |
Change in valuation allowance | (298.80%) | (4.20%) | (11.50%) |
Fair value adjustments and warrant inducements | 37.20% | 2.00% | 31.80% |
Domestic production gross receipts deduction | 0.00% | (2.90%) | (2.00%) |
Section 382 reduction to loss carryover | 0.00% | 0.10% | (24.20%) |
Stock compensation | 58.80% | (0.80%) | 0.00% |
Non-deductible items | 8.90% | (0.50%) | 0.60% |
Change in tax status of PE Op Co. | 0.00% | 0.00% | (1.60%) |
Other | (27.50%) | (3.20%) | (1.30%) |
Effective rate | (180.00%) | 34.70% | 36.80% |
11. INCOME TAXES (Details - Def
11. INCOME TAXES (Details - Deferred tax assets) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | |||
Net operating loss carryforward | $ 45,709 | $ 53,867 | |
Railcar contracts | 3,348 | 5,143 | |
Pension liability | 2,204 | 2,647 | |
R&D and AMT credits | 2,465 | 2,303 | |
Derivatives | 1,228 | 0 | |
Litigation accrual | 0 | 1,290 | |
Capital leases | 0 | 1,021 | |
Stock-based compensation | 946 | 724 | |
Allowance for doubtful accounts and other assets | 856 | 0 | |
Other | 4,316 | 5,367 | |
Total deferred tax assets | 61,072 | 72,362 | |
Deferred tax liabilities: | |||
Fixed assets | (45,757) | (30,272) | |
Intangibles | (1,091) | (1,091) | |
Debt basis | 0 | (912) | |
Other | (1,593) | (1,423) | |
Total deferred tax liabilities | (48,441) | (33,698) | |
Valuation allowance | (12,683) | (39,838) | $ (4,147) |
Net deferred tax liabilities | (52) | (1,174) | |
Classified in balance sheet as: | |||
Other liabilities | $ (52) | $ (1,174) |
11. INCOME TAXES (Details - Ope
11. INCOME TAXES (Details - Operating loss carryovers) $ in Thousands | Dec. 31, 2016USD ($) |
Federal [Member] | |
Net operating loss carryforward | $ 117,683 |
Federal [Member] | 2017-2021 [Member] | |
Net operating loss carryforward | 0 |
Federal [Member] | 2022-2026 [Member] | |
Net operating loss carryforward | 3,781 |
Federal [Member] | 2027-2031 [Member] | |
Net operating loss carryforward | 1,654 |
Federal [Member] | 2032-2036 [Member] | |
Net operating loss carryforward | 112,248 |
State [Member] | |
Net operating loss carryforward | 101,838 |
State [Member] | 2017-2021 [Member] | |
Net operating loss carryforward | 22,425 |
State [Member] | 2022-2026 [Member] | |
Net operating loss carryforward | 4,109 |
State [Member] | 2027-2031 [Member] | |
Net operating loss carryforward | 30,102 |
State [Member] | 2032-2036 [Member] | |
Net operating loss carryforward | $ 45,202 |
11. INCOME TAXES (Details - O75
11. INCOME TAXES (Details - Operating loss carryovers by year) $ in Thousands | Dec. 31, 2016USD ($) |
Federal [Member] | |
Net operating loss carryforward | $ 117,683 |
Federal [Member] | 2017 [Member] | |
Net operating loss carryforward | 16,328 |
Federal [Member] | 2018 [Member] | |
Net operating loss carryforward | 6,441 |
Federal [Member] | 2019 [Member] | |
Net operating loss carryforward | 6,441 |
Federal [Member] | 2020 [Member] | |
Net operating loss carryforward | 6,374 |
Federal [Member] | 2021 [Member] | |
Net operating loss carryforward | 6,308 |
Federal [Member] | Thereafter [Member] | |
Net operating loss carryforward | 75,791 |
State [Member] | |
Net operating loss carryforward | 101,838 |
State [Member] | 2017 [Member] | |
Net operating loss carryforward | 40,037 |
State [Member] | 2018 [Member] | |
Net operating loss carryforward | 4,809 |
State [Member] | 2019 [Member] | |
Net operating loss carryforward | 4,809 |
State [Member] | 2020 [Member] | |
Net operating loss carryforward | 4,781 |
State [Member] | 2021 [Member] | |
Net operating loss carryforward | 4,754 |
State [Member] | Thereafter [Member] | |
Net operating loss carryforward | $ 42,648 |
11. INCOME TAXES (Details - Tax
11. INCOME TAXES (Details - Tax jurisdictions) | 12 Months Ended |
Dec. 31, 2016 | |
Federal [Member] | |
Tax Years still open to audit | 2013-2015 |
Arizona [Member] | |
Tax Years still open to audit | 2013-2015 |
California [Member] | |
Tax Years still open to audit | 2012-2015 |
Colorado [Member] | |
Tax Years still open to audit | 2012-2015 |
Idaho [Member] | |
Tax Years still open to audit | 2013-2015 |
Illinois [Member] | |
Tax Years still open to audit | 2013-2015 |
Indiana [Member] | |
Tax Years still open to audit | 2013-2015 |
Iowa [Member] | |
Tax Years still open to audit | 2013-2015 |
Kansas [Member] | |
Tax Years still open to audit | 2014-2015 |
Minnesota [Member] | |
Tax Years still open to audit | 2014-2015 |
Missouri [Member] | |
Tax Years still open to audit | 2014-2015 |
Nebraska [Member] | |
Tax Years still open to audit | 2013-2015 |
Oklahoma [Member] | |
Tax Years still open to audit | 2014-2015 |
Oregon [Member] | |
Tax Years still open to audit | 2013-2015 |
Texas [Member] | |
Tax Years still open to audit | 2012-2015 |
11. INCOME TAXES (Details Narra
11. INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation allowance | $ 12,683 | $ 39,838 | $ 4,147 |
Change in valuation allowance | (37,155) | 35,691 | |
Tax benefit related to adjustments to tax asset valuation allowance from prior year | 1,500 | ||
PE Central [Member] | |||
Change in valuation allowance | (13,500) | $ 34,469 | |
Pacific Aurora [Member] | |||
Change in valuation allowance | $ (11,500) |
12. PREFERRED STOCK (Details)
12. PREFERRED STOCK (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Amount of Dividends Paid | $ 320 | $ 319 | $ 315 | $ 315 | $ 319 | $ 319 | $ 315 | $ 312 | $ 1,269 | $ 1,265 | $ 1,265 |
Series B Preferred Stock | |||||||||||
Amount of Dividends Paid | $ 7,315 | ||||||||||
Series B Preferred Stock | January 1, 2014 | |||||||||||
Agreement Date | Aug. 12, 2012 | ||||||||||
Amount of Dividends Paid | $ 732 | ||||||||||
Shares of Common Stock Issued | 157,000 | ||||||||||
Extended Forbearance Date | Jan. 1, 2014 | ||||||||||
Series B Preferred Stock | June 30, 2014 | |||||||||||
Agreement Date | Dec. 26, 2012 | ||||||||||
Amount of Dividends Paid | $ 732 | ||||||||||
Shares of Common Stock Issued | 144,500 | ||||||||||
Extended Forbearance Date | Jun. 30, 2014 | ||||||||||
Series B Preferred Stock | September 30, 2014 | |||||||||||
Agreement Date | Mar. 27, 2013 | ||||||||||
Amount of Dividends Paid | $ 732 | ||||||||||
Shares of Common Stock Issued | 139,000 | ||||||||||
Extended Forbearance Date | Sep. 30, 2014 | ||||||||||
Series B Preferred Stock | December 31, 2014 | |||||||||||
Agreement Date | Jul. 26, 2013 | ||||||||||
Amount of Dividends Paid | $ 731 | ||||||||||
Shares of Common Stock Issued | 175,000 | ||||||||||
Extended Forbearance Date | Dec. 31, 2014 | ||||||||||
Series B Preferred Stock | March 31, 2015 | |||||||||||
Agreement Date | Sep. 17, 2013 | ||||||||||
Amount of Dividends Paid | $ 731 | ||||||||||
Shares of Common Stock Issued | 197,000 | ||||||||||
Extended Forbearance Date | Mar. 31, 2015 | ||||||||||
Series B Preferred Stock | November 30, 2015 | |||||||||||
Agreement Date | May 23, 2014 | ||||||||||
Amount of Dividends Paid | $ 1,463 | ||||||||||
Shares of Common Stock Issued | 120,000 | ||||||||||
Extended Forbearance Date | Nov. 30, 2015 | ||||||||||
Series B Preferred Stock | Payment Date November 24, 2014 | |||||||||||
Agreement Date | Nov. 24, 2014 | ||||||||||
Amount of Dividends Paid | $ 1,000 | ||||||||||
Series B Preferred Stock | Payment Date December 23, 2014 | |||||||||||
Agreement Date | Dec. 23, 2014 | ||||||||||
Amount of Dividends Paid | $ 1,194 |
12. PREFERRED STOCK (Details Na
12. PREFERRED STOCK (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Preferred shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock dividends accrued and paid | $ 1,269 | $ 1,265 | $ 1,265 |
Series A Preferred Stock | |||
Preferred shares authorized | 1,684,375 | 1,684,375 | |
Preferred shares outstanding | 0 | 0 | |
Series B Preferred Stock | |||
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 |
13. COMMON STOCK AND WARRANTS80
13. COMMON STOCK AND WARRANTS (Details) - Warrant | 12 Months Ended | ||
Dec. 31, 2016$ / shares$ / Warrantshares | Dec. 31, 2015$ / shares$ / Warrantshares | Dec. 31, 2014$ / shares$ / Warrantshares | |
Number of Shares | |||
Begining Balance | shares | 382,000 | 856,000 | 8,275,000 |
Warrants exercised | shares | (138,000) | (42,000) | (6,615,000) |
Warrants expired | shares | (432,000) | (804,000) | |
Ending Balance | shares | 244,000 | 382,000 | 856,000 |
Price per Share | |||
Warrants exercised | $ / Warrant | 8.43 | 8.85 | |
Warrants expired | $ / Warrant | 8.85 | 5.47 | |
Weighted Average Exercise Price | |||
Begining Balance | $ 70.87 | $ 36.55 | $ 10.04 |
Warrants exercised | 8.43 | 8.85 | 7.17 |
Warrants expired | 8.85 | 5.47 | |
Ending Balance | 106.22 | 70.87 | 36.55 |
Minimum [Member] | |||
Price per Share | |||
Begining Balance | $ 6.09 | 6.09 | $ 5.47 |
Warrants exercised | $ / Warrant | 6.09 | 6.09 | |
Ending Balance | $ 6.09 | 6.09 | $ 6.09 |
Maximum [Member] | |||
Price per Share | |||
Begining Balance | $ 735 | $ 735 | $ 735 |
Warrants exercised | $ / Warrant | 8.85 | 8.85 | 8.85 |
Warrants expired | $ / Warrant | 5.47 | 8.85 | 745.50 |
Ending Balance | $ 735 | $ 735 | $ 735 |
13. COMMON STOCK AND WARRANTS81
13. COMMON STOCK AND WARRANTS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Warrant inducements | $ 0 | $ 0 | |
Fair value adjustments for warrants | $ 557 | $ (1,641) | $ 35,260 |
July 2012 Public Offering [Member] | |||
Warrants outstanding | 211,000 |
14. STOCK-BASED COMPENSATION (D
14. STOCK-BASED COMPENSATION (Details - Option Activity) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | ||
Begining Balance | 240,000 | 241,000 |
Expired | (1,000) | |
Ending Balance | 240,000 | 240,000 |
Options exercisable at end of year | 240,000 | 164,000 |
Weighted Average Exercise Price | ||
Begining Balance | $ 4.18 | $ 6.91 |
Expired | 867.24 | |
Ending Balance | 4.18 | 4.18 |
Options exercisable at end of year | $ 11.59 | $ 4.18 |
14. STOCK-BASED COMPENSATION 83
14. STOCK-BASED COMPENSATION (Detail - Options Outstanding and Exercisable) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
$ 3.74 | |
Number Outstanding | shares | 229,000 |
Weighted Average Remaining Contractual Life (yrs) | 6 years 5 months 19 days |
Weighted Average Exercise Price | $ / shares | $ 3.74 |
Number Exercisable | shares | 229,000 |
Weighted Average Exercise Price | $ / shares | $ 3.74 |
$ 12.90 | |
Number Outstanding | shares | 11,000 |
Weighted Average Remaining Contractual Life (yrs) | 4 years 7 months 2 days |
Weighted Average Exercise Price | $ / shares | $ 12.90 |
Number Exercisable | shares | 11,000 |
Weighted Average Exercise Price | $ / shares | $ 12.90 |
14. STOCK-BASED COMPENSATION 84
14. STOCK-BASED COMPENSATION (Details - Restricted Stock Activity) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares | |||
Begining Balance | 463,000 | 390,000 | 472,000 |
Issued | 742,000 | 307,000 | 155,000 |
Vested | (250,000) | (220,000) | (227,000) |
Canceled | (25,000) | (14,000) | (10,000) |
Ending Balance | 930,000 | 463,000 | 390,000 |
Weighted Average Grant Date Fair Value | |||
Begining Balance | $ 10 | $ 8.71 | $ 5.07 |
Issued | 5.24 | 10.16 | 15.23 |
Vested | 9.01 | 7.94 | 5.79 |
Canceled | 6.24 | 10.08 | 4.30 |
Ending Balance | $ 6.57 | $ 10 | $ 8.71 |
14. STOCK-BASED COMPENSATION 85
14. STOCK-BASED COMPENSATION (Details - Stock based compensation expense) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Total stock-based compensation expense | $ 2,616 | $ 2,019 | $ 1,838 |
Employees [Member] | |||
Total stock-based compensation expense | 2,173 | 1,694 | 1,493 |
Non-Employees [Member] | |||
Total stock-based compensation expense | $ 443 | $ 325 | $ 345 |
14. STOCK-BASED COMPENSATION 86
14. STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Total compensation cost related to unvested awards | $ 6,112 | ||
Compensation cost weighted average period | 1 year 9 months | ||
2006 Stock Incentive Plan [Member] | |||
Shares authorized | 1,715,000 | ||
2016 Stock Incentive Plan [Member] | |||
Shares authorized | 1,150,000 | ||
Stock Options [Member] | |||
Intrinsic values of outstanding options | $ 1,319 | $ 238 | |
Fair value of stock vested | $ 1,142 | $ 2,603 | $ 3,858 |
15. COMMITMENTS AND CONTINGEN87
15. COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Leases | ||
2,017 | $ 930 | |
2,018 | 588 | |
2,019 | 0 | |
2,020 | 0 | |
2,021 | 0 | |
Thereafter | 0 | |
Total minimum payments | 1,518 | |
Amount representing interest | 177 | |
Obligations under capital leases | 1,314 | |
Obligations due within one year | (794) | $ (4,248) |
Long-term obligations under capital leases | 547 | $ 4,183 |
Operating Leases | ||
2,017 | 14,011 | |
2,018 | 11,822 | |
2,019 | 8,929 | |
2,020 | 4,942 | |
2,021 | 1,991 | |
Thereafter | 2,812 | |
Total minimum payments | $ 44,507 |
15. COMMITMENTS AND CONTINGEN88
15. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Rent expense | $ 13,644 | $ 9,528 | $ 2,417 |
Capital improvement commitments | 4,710 | ||
Litigation reserve | 2,800 | ||
Litigation recovery | 1,100 | ||
Solar Project [Member] | |||
Capital improvement commitments | 10,000 | ||
Capital expenditures | 2,100 | ||
Ethanol contracts | |||
Sales commitments | $ 21,780 | ||
Indexed-price contracts to sell | 336,895,000 gallons | ||
Purchase commitments | $ 14,200 | ||
Indexed-price purchase contracts | 39,257,000 gallons | ||
Co-product contracts [Member] | |||
Sales commitments | $ 23,200 | ||
Indexed-price contracts to sell | 92,000 tons | ||
Corn contract | |||
Purchase commitments | $ 18,947 | ||
Syrup contracts | |||
Sales commitments | $ 871 |
16. FAIR VALUE MEASUREMENTS (De
16. FAIR VALUE MEASUREMENTS (Details - Significant Assumptions and Fair Value) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Significant assumptions used in the valuations | ||
Fair value (in dollars) | $ 651 | $ 273 |
Original issuance 7/3/2012 | ||
Significant assumptions used in the valuations | ||
Exercise price | $ 6.09 | $ 6.09 |
Volatility | 40.90% | 49.10% |
Risk free interest rate | 0.62% | 0.86% |
Term (years) | 6 months | 1 year 6 months 4 days |
Market Discount | 11.30% | 22.90% |
Warrants Outstanding | 211,000 | 211,000 |
Fair value (in dollars) | $ 651 | $ 200 |
Original issuance 12/13/2011 | ||
Significant assumptions used in the valuations | ||
Exercise price | $ 8.43 | |
Volatility | 48.40% | |
Risk free interest rate | 0.65% | |
Term (years) | 11 months 12 days | |
Market Discount | 18.30% | |
Warrants Outstanding | 138,000 | |
Fair value (in dollars) | $ 73 |
16. FAIR VALUE MEASUREMENTS (90
16. FAIR VALUE MEASUREMENTS (Details - Other derivatives) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Assets: | ||
Assets | $ 13,401 | $ 14,648 |
Liabilities: | ||
Liabilities | (4,766) | (2,121) |
Derivative Financial Instrument [Member] | ||
Assets: | ||
Assets | 978 | 2,081 |
Liabilities: | ||
Liabilities | (4,115) | (1,848) |
Warrant | ||
Assets: | ||
Assets | 0 | |
Liabilities: | ||
Liabilities | (651) | (273) |
Defined Benefit Plan Assets Large U.S. Equity [Member] | ||
Assets: | ||
Assets | $ 3,134 | $ 3,662 |
Liabilities: | ||
Benefit plan allocation percentage | 25.00% | 29.00% |
Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | ||
Assets: | ||
Assets | $ 1,802 | $ 1,099 |
Liabilities: | ||
Benefit plan allocation percentage | 15.00% | 9.00% |
Defined Benefit Plan Assets International Equity [Member] | ||
Assets: | ||
Assets | $ 2,006 | $ 1,525 |
Liabilities: | ||
Benefit plan allocation percentage | 16.00% | 12.00% |
Defined Benefit Plan Assets Fixed Income [Member] | ||
Assets: | ||
Assets | $ 5,481 | $ 6,281 |
Liabilities: | ||
Benefit plan allocation percentage | 44.00% | 50.00% |
Level 1 [Member] | ||
Assets: | ||
Assets | $ 978 | $ 2,081 |
Liabilities: | ||
Liabilities | (4,115) | (1,848) |
Level 1 [Member] | Derivative Financial Instrument [Member] | ||
Assets: | ||
Assets | 978 | 2,081 |
Liabilities: | ||
Liabilities | (4,115) | 0 |
Level 1 [Member] | Warrant | ||
Liabilities: | ||
Liabilities | 0 | 0 |
Level 1 [Member] | Defined Benefit Plan Assets Large U.S. Equity [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Level 1 [Member] | Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Level 1 [Member] | Defined Benefit Plan Assets International Equity [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Level 1 [Member] | Defined Benefit Plan Assets Fixed Income [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Level 2 [Member] | ||
Assets: | ||
Assets | 12,423 | 12,567 |
Liabilities: | ||
Liabilities | 0 | 0 |
Level 2 [Member] | Derivative Financial Instrument [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Liabilities | 0 | 0 |
Level 2 [Member] | Warrant | ||
Liabilities: | ||
Liabilities | 0 | 0 |
Level 2 [Member] | Defined Benefit Plan Assets Large U.S. Equity [Member] | ||
Assets: | ||
Assets | 3,134 | 3,662 |
Level 2 [Member] | Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | ||
Assets: | ||
Assets | 1,802 | 1,099 |
Level 2 [Member] | Defined Benefit Plan Assets International Equity [Member] | ||
Assets: | ||
Assets | 2,006 | 1,525 |
Level 2 [Member] | Defined Benefit Plan Assets Fixed Income [Member] | ||
Assets: | ||
Assets | 5,481 | 6,281 |
Level 3 [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Liabilities | (651) | (273) |
Level 3 [Member] | Derivative Financial Instrument [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Liabilities: | ||
Liabilities | 0 | 0 |
Level 3 [Member] | Warrant | ||
Liabilities: | ||
Liabilities | (651) | (273) |
Level 3 [Member] | Defined Benefit Plan Assets Large U.S. Equity [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Level 3 [Member] | Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Level 3 [Member] | Defined Benefit Plan Assets International Equity [Member] | ||
Assets: | ||
Assets | 0 | 0 |
Level 3 [Member] | Defined Benefit Plan Assets Fixed Income [Member] | ||
Assets: | ||
Assets | $ 0 | $ 0 |
16. FAIR VALUE MEASUREMENTS (91
16. FAIR VALUE MEASUREMENTS (Details - Level 3) - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Warrant | |||
Changes in the fair value of the Company's Level 3 inputs | |||
Beginning Balance | $ 273 | $ 1,986 | $ 8,215 |
Adjustments to fair value for the period | 557 | (1,114) | 35,260 |
Ending Balance | 651 | 273 | 1,986 |
Warrant | Exercises of Warrants [Member] | |||
Changes in the fair value of the Company's Level 3 inputs | |||
Transfers out | (3) | (41,486) | |
Warrant | Expiration of Warrants [Member] | |||
Changes in the fair value of the Company's Level 3 inputs | |||
Transfers out | (527) | ||
Conversion Features [Member] | Exercises of Warrants [Member] | |||
Changes in the fair value of the Company's Level 3 inputs | |||
Transfers out | $ (179) | $ (72) | |
Conversion Features [Member] | Issuance In March [Member] | |||
Changes in the fair value of the Company's Level 3 inputs | |||
Issuances | $ 1,401 |
17. PARENT COMPANY FINANCIALS92
17. PARENT COMPANY FINANCIALS (Details - Balance Sheet) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and cash equivalents | $ 68,590 | $ 52,712 | $ 62,084 | $ 5,151 |
Other current assets | 3,612 | 4,356 | ||
Total current assets | 235,201 | 197,942 | ||
Property and equipment, net | 465,190 | 464,960 | ||
Other assets | 5,169 | 9,100 | ||
Total Assets | 708,238 | 674,680 | ||
Accrued PE Op Co. purchase | 3,828 | 3,828 | ||
Total current liabilities | 78,841 | 72,909 | ||
Long Term debt, net | 201,862 | 223,625 | ||
Warrant liabilities at fair value | 4,115 | 1,848 | ||
Other liabilities | 2,273 | 5,390 | ||
Total Liabilities | 289,977 | 303,136 | ||
Additional paid-in capital | 922,698 | 902,843 | ||
Accumulated other comprehensive income | (2,620) | 1,040 | ||
Accumulated deficit | (532,233) | (532,383) | ||
Total Pacific Ethanol, Inc. stockholders' equity | 387,890 | 371,544 | ||
Total Liabilities and Stockholders' Equity | 708,238 | 674,680 | ||
Parent Company [Member] | ||||
Cash and cash equivalents | 11,060 | 20,618 | $ 23,915 | $ 3,818 |
Receivables from consolidated subsidiaries | 7,203 | 14,505 | ||
Other current assets | 6,442 | 11,361 | ||
Total current assets | 24,705 | 46,484 | ||
Property and equipment, net | 1,433 | 1,695 | ||
Investments in subsidiaries | 363,401 | 301,416 | ||
Pacific Ethanol West plant receivable | 58,766 | 41,763 | ||
Other assets | 1,110 | 838 | ||
Total other assets | 423,277 | 344,017 | ||
Total Assets | 449,415 | 392,196 | ||
Accounts payable and accrued liabilities | 1,758 | 1,963 | ||
Payables to subsidiaries | 1,568 | 13,230 | ||
Accrued PE Op Co. purchase | 3,829 | 3,828 | ||
Other current liabilities | 183 | 0 | ||
Total current liabilities | 7,338 | 19,021 | ||
Long Term debt, net | 53,360 | 0 | ||
Warrant liabilities at fair value | 651 | 273 | ||
Deferred tax liabilities | 52 | 1,174 | ||
Other liabilities | 124 | 184 | ||
Total Liabilities | 61,525 | 20,652 | ||
Preferred stock | 1 | 1 | ||
Common stock | 40 | 39 | ||
Non-voting common stock | 4 | 4 | ||
Additional paid-in capital | 922,698 | 902,843 | ||
Accumulated other comprehensive income | (2,620) | 1,040 | ||
Accumulated deficit | (532,233) | (532,383) | ||
Total Pacific Ethanol, Inc. stockholders' equity | 387,890 | 371,544 | ||
Total Liabilities and Stockholders' Equity | $ 449,415 | $ 392,196 |
17. PARENT COMPANY FINANCIALS93
17. PARENT COMPANY FINANCIALS (Details - Statement of Operations) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Selling, general and administrative expenses | $ 28,323 | $ 23,412 | $ 17,108 | ||||||||
Asset impairment | 0 | 1,970 | 0 | ||||||||
Loss from operations | $ 18,808 | $ 393 | $ 11,556 | $ (7,248) | $ 485 | $ (14,826) | $ 2,261 | $ (5,892) | 23,509 | (17,972) | 91,377 |
Interest expense | (22,406) | (12,594) | (9,438) | ||||||||
Loss on extinguishments of debt | 0 | 0 | (2,363) | ||||||||
Income (loss) before provision for income taxes | 545 | (28,907) | 41,139 | ||||||||
Provision (benefit) for income taxes | (981) | (10,034) | 15,137 | ||||||||
Consolidated net income (loss) | $ 13,077 | $ (3,518) | $ 5,086 | $ (13,226) | $ (753) | $ (14,663) | $ 1,010 | $ (4,380) | 1,419 | (18,786) | 21,289 |
Parent Company [Member] | |||||||||||
Management fees from subsidiaries | 12,968 | 9,857 | 12,731 | ||||||||
Selling, general and administrative expenses | 14,491 | 14,336 | 12,779 | ||||||||
Asset impairment | 0 | 1,970 | 0 | ||||||||
Loss from operations | (1,523) | (6,449) | (48) | ||||||||
Fair value adjustments and warrant inducements | (557) | 1,641 | (37,532) | ||||||||
Interest income | 5,964 | 5,739 | 4,753 | ||||||||
Interest expense | (240) | (27) | (1,813) | ||||||||
Loss on extinguishments of debt | 0 | 0 | (2,363) | ||||||||
Other income | 1,931 | 0 | 0 | ||||||||
Income (loss) before provision for income taxes | 5,575 | 904 | (37,003) | ||||||||
Provision (benefit) for income taxes | (981) | (10,034) | 15,137 | ||||||||
Income (loss) before equity earnings of subsidiaries | 6,556 | 10,938 | (52,140) | ||||||||
Equity in earnings (losses) of subsidiaries | (5,137) | (29,724) | 73,429 | ||||||||
Consolidated net income (loss) | $ 1,419 | $ (18,786) | $ 21,289 |
17. PARENT COMPANY FINANCIALS94
17. PARENT COMPANY FINANCIALS (Details - Statements of Cash Flows) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities: | |||||||||||
Net income (loss) | $ 13,077 | $ (3,518) | $ 5,086 | $ (13,226) | $ (753) | $ (14,663) | $ 1,010 | $ (4,380) | $ 1,419 | $ (18,786) | $ 21,289 |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||||||||||
Depreciation and amortization | 35,441 | 23,632 | 13,186 | ||||||||
Fair value adjustments | 557 | (1,641) | 35,260 | ||||||||
Loss on extinguishments of debt | 0 | 0 | 2,363 | ||||||||
Asset impairment | 0 | 1,970 | 0 | ||||||||
Deferred income taxes | (1,122) | (2,023) | 5,129 | ||||||||
Amortization of debt discount | 2,322 | 716 | 1,815 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivables | (25,235) | (15,950) | 726 | ||||||||
Other assets | (3,973) | 5,622 | 720 | ||||||||
AP and accrueds | 9,279 | (10,045) | 1,853 | ||||||||
Net cash provided by (used in) operating activities | 40,397 | (26,842) | 88,332 | ||||||||
Investing Activities: | |||||||||||
Additions to property and equipment | (19,171) | (20,507) | (13,259) | ||||||||
Net cash used in Investing activities | (14,597) | (6,325) | (13,259) | ||||||||
Financing Activities: | |||||||||||
Proceeds from issuance of senior notes | 53,350 | 0 | 0 | ||||||||
Proceeds from exercise of warrants | 1,164 | 368 | 43,676 | ||||||||
Proceeds from equity raise | 0 | 0 | 26,073 | ||||||||
Payment on related party note | 0 | 0 | (750) | ||||||||
Net Cash provided by (used in) financing activities | (9,922) | 23,795 | (18,140) | ||||||||
Net increase (decrease) in cash and equivalents | 15,878 | (9,372) | 56,933 | ||||||||
Cash and cash equivalents at beginning of period | 52,712 | 62,084 | 52,712 | 62,084 | 5,151 | ||||||
Cash and cash equivalents at end of period | 68,590 | 52,712 | 68,590 | 52,712 | 62,084 | ||||||
Parent Company [Member] | |||||||||||
Operating Activities: | |||||||||||
Net income (loss) | 1,419 | (18,786) | 21,289 | ||||||||
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||||||||||
Equity in earnings (losses) of subsidiaries | 5,137 | 29,724 | (73,429) | ||||||||
Depreciation and amortization | 727 | 390 | 126 | ||||||||
Fair value adjustments | 557 | (1,641) | 35,260 | ||||||||
Loss on extinguishments of debt | 0 | 0 | 2,363 | ||||||||
Asset impairment | 0 | 1,970 | 0 | ||||||||
Deferred income taxes | (1,122) | (14,260) | 5,128 | ||||||||
Amortization of debt discount | 10 | 0 | 1,674 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivables | 7,302 | (5,958) | (7,001) | ||||||||
Other assets | 4,647 | (4,139) | 1,365 | ||||||||
AP and accrueds | (3,741) | 604 | (587) | ||||||||
Accounts payable with subsidiaries | (9,385) | 11,179 | 5,846 | ||||||||
Net cash provided by (used in) operating activities | 5,551 | (917) | (7,966) | ||||||||
Investing Activities: | |||||||||||
Additions to property and equipment | (465) | (1,483) | (455) | ||||||||
Purchases of investments in subsidiaries | 0 | 0 | (6,000) | ||||||||
Investments in subsidiaries | (50,886) | 0 | 0 | ||||||||
Purchase of PE OP Co. debt | (17,003) | 0 | (17,038) | ||||||||
Net cash used in Investing activities | (68,354) | (1,483) | (23,493) | ||||||||
Financing Activities: | |||||||||||
Proceeds from issuance of senior notes | 53,350 | 0 | 0 | ||||||||
Proceeds from exercise of warrants | 1,164 | 368 | 43,676 | ||||||||
Preferred stock dividends | (1,269) | (1,265) | (3,459) | ||||||||
Proceeds from equity raise | 0 | 0 | 26,073 | ||||||||
Payment on related party note | 0 | 0 | (750) | ||||||||
Payments on senior notes | 0 | 0 | (13,984) | ||||||||
Net Cash provided by (used in) financing activities | 53,245 | (897) | 51,556 | ||||||||
Net increase (decrease) in cash and equivalents | (9,558) | (3,297) | 20,097 | ||||||||
Cash and cash equivalents at beginning of period | $ 20,618 | $ 23,915 | 20,618 | 23,915 | 3,818 | ||||||
Cash and cash equivalents at end of period | $ 11,060 | $ 20,618 | $ 11,060 | $ 20,618 | $ 23,915 |
18. QUARTERLY FINANCIAL DATA (D
18. QUARTERLY FINANCIAL DATA (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 441,719 | $ 417,806 | $ 422,860 | $ 342,373 | $ 376,757 | $ 380,622 | $ 227,621 | $ 206,176 | $ 1,624,758 | $ 1,191,176 | $ 1,107,412 |
Gross profit (loss) | 26,695 | 6,364 | 17,704 | 1,069 | 9,523 | (7,380) | 6,254 | (987) | 51,832 | 7,410 | 108,485 |
Income (loss) from operations | 18,808 | 393 | 11,556 | (7,248) | 485 | (14,826) | 2,261 | (5,892) | 23,509 | (17,972) | 91,377 |
Net income (loss) attributed to Pacific Ethanol, Inc. | 13,077 | (3,518) | 5,086 | (13,226) | (753) | (14,663) | 1,010 | (4,380) | 1,419 | (18,786) | 21,289 |
Preferred stock dividends | (320) | (319) | (315) | (315) | (319) | (319) | (315) | (312) | (1,269) | (1,265) | (1,265) |
Income allocated to participating securities | (189) | 0 | (71) | 0 | 0 | 0 | (18) | 0 | (2) | 0 | (585) |
Net income (loss) available to common stockholders | $ 12,569 | $ (3,837) | $ 4,700 | $ (13,541) | $ (1,072) | $ (14,982) | $ 677 | $ (4,692) | $ 148 | $ (20,051) | $ 19,439 |
Income (loss) per common share: Basic | $ .30 | $ (.09) | $ 0.11 | $ (.32) | $ (.03) | $ (.36) | $ .03 | $ (.19) | $ 0 | $ (.60) | $ 0.93 |
Income (loss) per common share: Diluted | $ 0.30 | $ (0.09) | $ 0.11 | $ (0.32) | $ (.03) | $ (.36) | $ .03 | $ (.19) | $ 0 | $ (0.60) | $ .86 |