Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Document Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Renewable Energy Group, Inc. | ' |
Entity Central Index Key | '0001463258 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 38,788,076 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $76,224 | $153,227 |
Marketable securities | 59,838 | 0 |
Accounts receivable, net (includes amounts owed by related parties of $354 and $426, respectively) | 31,014 | 82,911 |
Inventories | 94,075 | 85,814 |
Prepaid expenses and other assets | 29,425 | 25,568 |
Total current assets | 290,576 | 347,520 |
Property, plant and equipment, net | 306,461 | 286,044 |
Property, plant and equipment, net - variable interest entity | 5,123 | 5,180 |
Goodwill | 119,710 | 84,864 |
Intangible assets, net | 20,841 | 4,867 |
Other assets (includes amounts owed by related parties of $0 and $35, respectively) | 12,657 | 12,380 |
TOTAL ASSETS | 755,368 | 740,855 |
Line of Credit Facility, Amount Outstanding | 2,437 | 10,986 |
CURRENT LIABILITIES: | ' | ' |
Current maturities of notes payable | 7,318 | 6,729 |
Current maturities of notes payable—variable interest entity | 300 | 300 |
Accounts payable (includes amounts owed to related parties of $380 and $552, respectively) | 44,165 | 48,727 |
Accrued expenses and other liabilities | 7,162 | 12,305 |
Deferred income taxes | 2,664 | 3,687 |
Deferred revenue | 11,844 | 15,503 |
Total current liabilities | 75,890 | 98,237 |
Unfavorable lease obligation | 7,623 | 7,905 |
Deferred income taxes | 5,227 | 2,691 |
Contingent consideration for acquisition | 15,706 | 0 |
Notes payable | 21,900 | 23,422 |
Notes payable - variable interest entity | 3,656 | 3,729 |
Other liabilities | 5,275 | 6,838 |
Total liabilities | 135,277 | 142,822 |
COMMITMENTS AND CONTINGENCIES (Note 15) | ' | ' |
EQUITY: | ' | ' |
Common stock ($.0001 par value; 300,000,000 shares authorized; 38,788,076 and 36,506,221 shares outstanding, respectively) | 4 | 4 |
Common stock—additional paid-in-capital | 387,765 | 359,671 |
Warrants—additional paid-in-capital | 147 | 147 |
Retained earnings | 236,113 | 238,134 |
Accumulated other comprehensive loss | -52 | 0 |
Treasury stock (530,898 and 530,898 shares outstanding, respectively) | -3,886 | -3,886 |
Total stockholders’ equity | 620,091 | 594,070 |
TOTAL LIABILITIES AND EQUITY | 755,368 | 740,855 |
Series B Preferred Stock | ' | ' |
CURRENT LIABILITIES: | ' | ' |
Series B preferred stock ($.0001 par value; 3,000,000 shares authorized; 0 and 143,313 shares outstanding; redemption amount $0 and $3,583, respectively) | $0 | $3,963 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, amounts owed by related parties | $354 | $426 |
Other assets, amounts owed by related parties | 0 | 35 |
Accounts payable, amounts owed to related parties | 380 | 552 |
Preferred stock, par or stated value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares outstanding | 0 | 143,313 |
Preferred stock, redemption amount | $0 | $3,583 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares, outstanding | 38,788,076 | 36,506,221 |
Treasury stock, shares outstanding | 530,898 | 530,898 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) Statement (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
REVENUES: | ' | ' |
Biodiesel sales | $209,122 | $119,721 |
Biodiesel government incentives | 9,890 | 144,605 |
Total biodiesel sales | 219,012 | 264,326 |
Services | 28 | 42 |
Total revenues | 219,040 | 264,368 |
COSTS OF GOODS SOLD: | ' | ' |
Biodiesel | 200,305 | 165,883 |
Biodiesel—related parties | 7,146 | 11,730 |
Services | 25 | 60 |
Total cost of goods sold | 207,476 | 177,673 |
GROSS PROFIT | 11,564 | 86,695 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 13,527 | 9,644 |
INCOME (LOSS) FROM OPERATIONS | -1,963 | 77,051 |
OTHER INCOME (EXPENSE), NET: | ' | ' |
Other income | 48 | 117 |
Interest expense | -551 | -576 |
Total other income (expenses) | -503 | -459 |
INCOME (LOSS) BEFORE INCOME TAXES | -2,466 | 76,592 |
INCOME TAX BENEFIT (EXPENSE) | 107 | -30,189 |
NET INCOME (LOSS) | -2,359 | 46,403 |
PLUS—GAIN ON REDEMPTION OF PREFERRED STOCK | 378 | 0 |
LESS—CHANGE IN UNDISTRIBUTED DIVIDENDS ALLOCATED TO PREFERRED STOCKHOLDERS | 0 | -839 |
LESS—DISTRIBUTED DIVIDENDS TO PREFERRED STOCKHOLDERS | -40 | 0 |
LESS—EFFECT OF PARTICIPATING PREFERRED STOCK | 0 | -6,510 |
LESS—EFFECT OF PARTICIPATING SHARE-BASED AWARDS | 0 | -619 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON STOCKHOLDERS | ($2,021) | $38,435 |
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: | ' | ' |
BASIC | ($0.05) | $1.25 |
DILUTED | ($0.06) | $1.25 |
WEIGHTED AVERAGE SHARES USED TO COMPUTE NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: | ' | ' |
BASIC | 38,290,404 | 30,639,284 |
DILUTED | 38,557,441 | 36,628,662 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Statement (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
Net income (loss) | ($2,359) | $46,403 |
Unrealized losses on marketable securities, net of taxes of $0 and $0, respectively | -52 | 0 |
Reclassification adjustment for realized losses on marketable securities include in net income (loss), net of taxes of $0 and $0, respectively | 0 | 0 |
Other comprehensive loss | -52 | 0 |
Comprehensive income (loss) | ($2,411) | $46,403 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
Taxes on unrealized losses on marketable securities | $0 | $0 |
Taxes on reclassification adjustment for realized losses on marketable securities included in net income (loss) | $0 | $0 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Redeemable Preferred Stock and Equity (Unaudited) (USD $) | Total | Redeemable Preferred Stock | Common Stock | Common Stock - Additional Paid-in Capital | Warrants - Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Cost of Treasury Stock |
In Thousands, except Share data, unless otherwise specified | ||||||||
Beginning Balance at Dec. 31, 2012 | $324,764 | $83,043 | $3 | $273,989 | $147 | $53,823 | $0 | ($3,198) |
Beginning Balance, shares at Dec. 31, 2012 | ' | 2,995,106 | 30,559,935 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | 423 | ' | ' | 423 | ' | ' | ' | ' |
Issuance of common stock, shares | ' | ' | 58,501 | ' | ' | ' | ' | ' |
Conversion of Class A common stock/Series B Preferred Stock to common stock | 32 | -32 | ' | 32 | ' | ' | ' | ' |
Conversion of Class A common stock/Series B Preferred Stock to common stock, Shares | ' | -1,140 | 2,300 | ' | ' | ' | ' | ' |
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased) | -158 | ' | ' | ' | ' | ' | ' | -158 |
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased), Shares | ' | ' | 28,325 | ' | ' | ' | ' | ' |
Stock compensation expense | 1,356 | ' | ' | 1,356 | ' | ' | ' | ' |
Net change in unrealized losses on marketable securities | 0 | ' | ' | ' | ' | ' | ' | ' |
Net income | 46,403 | ' | ' | ' | ' | 46,403 | ' | ' |
Ending Balance at Mar. 31, 2013 | 372,820 | 83,011 | 3 | 275,800 | 147 | 100,226 | 0 | -3,356 |
Ending Balance, Shares at Mar. 31, 2013 | ' | 2,993,966 | 30,649,061 | ' | ' | ' | ' | ' |
Beginning Balance at Dec. 31, 2013 | 594,070 | 3,963 | 4 | 359,671 | 147 | 238,134 | ' | -3,886 |
Beginning Balance, shares at Dec. 31, 2013 | ' | 143,313 | 36,506,221 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | 582 | ' | ' | 582 | ' | ' | ' | ' |
Issuance of common stock, shares | ' | ' | 49,662 | ' | ' | ' | ' | ' |
Conversion of Class A common stock/Series B Preferred Stock to common stock | 23 | -23 | ' | 23 | ' | ' | ' | ' |
Preferred stock redemption | 378 | -3,940 | ' | ' | ' | 378 | ' | ' |
Preferred stock redemption, shares | ' | -142,497 | ' | ' | ' | ' | ' | ' |
Conversion of Class A common stock/Series B Preferred Stock to common stock, Shares | ' | -816 | 1,634 | ' | ' | ' | ' | ' |
Issuance of common stock in acquisition | 26,254 | ' | ' | 26,254 | ' | ' | ' | ' |
Issuance of common stock in acquisition, shares | ' | ' | 2,230,559 | ' | ' | ' | ' | ' |
Stock compensation expense | 1,235 | ' | ' | 1,235 | ' | ' | ' | ' |
Net change in unrealized losses on marketable securities | -52 | ' | ' | ' | ' | ' | -52 | ' |
Series B Preferred Stock dividends paid | -40 | ' | ' | ' | ' | -40 | ' | ' |
Net income | -2,359 | ' | ' | ' | ' | -2,359 | ' | ' |
Ending Balance at Mar. 31, 2014 | $620,091 | $0 | $4 | $387,765 | $147 | $236,113 | ($52) | ($3,886) |
Ending Balance, Shares at Mar. 31, 2014 | ' | 0 | 38,788,076 | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Redeemable Preferred Stock and Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | ' |
Conversion of restricted stock units to common stock, shares of treasury stock purchased | 21,675 |
Condensed_Consolidated_Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income | ($2,359) | $46,403 |
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ' | ' |
Depreciation expense | 3,004 | 2,080 |
Amortization expense of assets and liabilities, net | -121 | -132 |
Provision for doubtful accounts | -150 | -304 |
Stock compensation expense | 1,235 | 1,356 |
Deferred tax expense (benefit) | -387 | 2,539 |
Changes in asset and liabilities, net of effects from acquisitions: | ' | ' |
Accounts receivable, net | 52,213 | -153,421 |
Inventories | -8,261 | -44,307 |
Prepaid expenses and other assets | -3,734 | -2,872 |
Accounts payable | -7,383 | 88,801 |
Accrued expenses and other liabilities | -5,578 | 24,369 |
Deferred revenue | -3,659 | 1,361 |
Net cash flows provided by (used in) operating activities | 24,820 | -34,127 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Cash paid for marketable securities | -59,975 | 0 |
Cash paid for purchase of property, plant and equipment | -12,773 | -9,923 |
Cash paid for LS9 asset acquisition | -15,275 | 0 |
Other investing activities | 112 | -58 |
Net cash flows used in investing activities | -87,911 | -9,981 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Borrowings on line of credit | 300,186 | 228,629 |
Repayments on line of credit | -308,735 | -201,192 |
Cash paid on note payable | -1,006 | -790 |
Cash paid for debt issuance costs | -118 | -44 |
Cash paid for equity issuance costs | -108 | -21 |
Cash paid for treasury stock | -529 | -282 |
Cash paid for preferred stock dividends | -40 | 0 |
Cash paid for redemption of preferred stock | -3,562 | 0 |
Net cash flows provided from (used in) financing activities | -13,912 | 26,300 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | -77,003 | -17,808 |
CASH AND CASH EQUIVALENTS, Beginning of period | 153,227 | 66,785 |
CASH AND CASH EQUIVALENTS, End of period | 76,224 | 48,977 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION: | ' | ' |
Cash received for income taxes | 40 | 2,132 |
Cash paid for interest | 539 | 345 |
Amounts included in period-end accounts payable for: | ' | ' |
Purchases of property, plant and equipment | 4,579 | 3,782 |
Debt issuance cost | 63 | 3 |
Incentive stock liability for raw material supply agreement | 101 | 84 |
Equity issuance costs | 321 | ' |
Issuance of common stock for acquisition | 26,254 | ' |
Contingent consideration for acquisition | 17,050 | ' |
Gain on redemption of preferred stock | $378 | ' |
Basis_of_Presentation_and_Natu
Basis of Presentation and Nature of the Business | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation and Nature of the Business | ' |
BASIS OF PRESENTATION AND NATURE OF THE BUSINESS | |
The condensed consolidated financial statements have been prepared by Renewable Energy Group, Inc. and its subsidiaries (the Company), pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting of normal recurring adjustments, have been included. Management believes that the disclosures are adequate to present fairly the financial position, results of operations and cash flows at the dates and for the periods presented. It is suggested that these interim financial statements be read in conjunction with the consolidated financial statements and the notes thereto appearing in the Company’s latest annual report on Form 10-K. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year. | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates. | |
On January 22, 2014, REG Life Sciences, LLC, a wholly-owned subsidiary of the Company, acquired substantially all of the assets and certain liabilities of LS9, Inc. (LS9) as part of its strategy to expand into the production of renewable chemicals, additional advanced biofuels and other products. LS9 was a development stage company focused on researching and developing technology to harness the power of microbial fermentation to develop and produce renewable chemicals, fuels and other products. | |
The biodiesel industry and the Company’s business have benefited from certain federal and state incentives. The federal biomass-based diesel mixture excise tax credit (BTC) expired on December, 31 2013 and it is uncertain whether it will be reinstated. This expiration, along with other amendments of any one or more of those laws or incentives, could adversely affect the financial results of the Company. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
We have disclosed a summary of the Company's significant accounting policies in the December 31, 2013 Annual Report on Form 10-K. There have been no material changes from the policies previously disclosed other than those noted below. | |
Marketable Securities | |
The Company’s marketable securities are classified as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income (loss). Realized gains or losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are reported in other income, net. The Company evaluates the investments periodically for possible other-than-temporary impairment. A decline of fair value below amortized costs of debt securities is considered an other-than-temporary impairment if the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the entire amortized cost basis. In those instances, an impairment charge equal to the difference between the fair value and the amortized cost basis is recognized in earnings. Regardless of the Company’s intent or requirement to sell a debt security, an impairment is considered other-than-temporary if the Company does not expect to recover the entire amortized cost basis; in those instances, a credit loss equal to the difference between the present value of the cash flows expected to be collected based on credit risk and the amortized cost basis of the debt security is recognized in earnings. The Company has no current requirement or intent to sell a material portion of marketable securities as of March 31, 2014. The Company expects to recover up to (or beyond) the initial cost of investment for securities held. In computing realized gains and losses on available-for-sale securities, the Company determines cost based on amounts paid, including direct costs such as commissions to acquire the security, using the specific identification method. During the three months ended March 31, 2014 and 2013, respectively, gross realized gains and losses on available-for-sale securities were not material. | |
Contingent Consideration for Acquisitions | |
The contingent consideration for acquisition liability was established at the time of acquisition of LS9 and is adjusted to fair value at each reporting period (See Note 3 - Acquisition of LS9, Inc.). The change in fair value is included in selling, general and administrative expense on the Condensed Consolidated Statements of Operations and was not material for the three months ended March 31, 2014. | |
Research and Development Costs | |
Research and development (R&D) costs are charged to expense as incurred. R&D expense was $1,873 and $60 for the three month ended March 31, 2014 and 2013, respectively. In process research and development (IPR&D) assets acquired in connection with the acquisition of LS9 are recorded on the Condensed Consolidated Balance Sheets as intangible assets. Acquired IPR&D is initially assigned an indefinite life and is subject to impairment testing until the completion or abandonment of the associated R&D efforts. If abandoned, the carrying value of the IPR&D asset is expensed. Once the associated R&D efforts are completed, the carrying value of the IPR&D is reclassified as a finite-lived asset and is amortized over its useful life. | |
Redeemable Preferred Stock | |
In March 2014, the Company redeemed all outstanding shares of Series B Preferred Stock. No shares of Series B Preferred Stock remain outstanding at March 31, 2014. | |
New Accounting Standards | |
In the first quarter of 2014, the Company adopted ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires unrecognized tax benefits to be presented as a reduction to deferred tax assets for net operating loss carryforwards. The adoption did not have a material impact to the Company’s financial position, results of operations or cash flows. |
Acquisition_of_LS9_Inc
Acquisition of LS9, Inc. | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Business Combinations [Abstract] | ' | ||||||||||
Acquisition of LS9, Inc. | ' | ||||||||||
ACQUISITION OF LS9, INC. | |||||||||||
On January 22, 2014, REG Life Sciences, LLC, a wholly-owned subsidiary of the Company, acquired substantially all of the assets and certain liabilities of LS9. The Company has not completed its initial accounting for this business combination as the valuation of the contingent consideration, in-process research & development intangible assets and goodwill acquired has not been finalized. The following table summarizes the consideration paid for LS9 and the amounts of assets acquired and liabilities assumed at the acquisition date: | |||||||||||
January 22, 2014 | |||||||||||
Consideration at fair value: | |||||||||||
Cash | $ | 15,275 | |||||||||
Common stock | 26,254 | ||||||||||
Contingent consideration | 17,050 | ||||||||||
Total | $ | 58,579 | |||||||||
22-Jan-14 | |||||||||||
Assets (liabilities) acquired: | |||||||||||
Property, plant and equipment | $ | 8,215 | |||||||||
In-process research & development intangible assets | 15,956 | ||||||||||
Goodwill | 34,846 | ||||||||||
Other noncurrent liabilities | (438 | ) | |||||||||
Total | $ | 58,579 | |||||||||
The fair value of the 2,230,559 Common Stock issued as part of the consideration paid for LS9 was determined on the basis of the closing market price of the Company's common shares at the date of acquisition. | |||||||||||
Subject to achievement of certain milestones related to the development and commercialization of products from LS9’s technology, LS9 may receive contingent consideration of up to $21,500 (Earnout Payments) over a five-year period. The Earnout Payments will be payable in cash, the Company's stock or a combination of cash and stock at the Company's election. The portion of contingent consideration estimated to be paid within twelve months is $1,344 and is included in accrued expenses on the condensed consolidated balance sheet. | |||||||||||
The goodwill acquired is included in the biodiesel segment, is expected to be deductible for tax purposes and arises largely from the synergies and certain intangible assets that do not qualify for separate recognition. | |||||||||||
The amounts of LS9's revenue and earnings included in our consolidated income statement for the three months ended March 31, 2014 and the revenue and earnings of the combined entity had the acquisition date been January 1, 2013, are as follows: | |||||||||||
Revenue | Net Income | Basic Net Income Per Share | |||||||||
Actual from 1/22/2014 - 3/31/2014 | $ | — | $ | (1,843 | ) | N/A | |||||
2014 supplemental pro forma from 1/1/2014 - 3/31/2014 | 219,061 | (2,644 | ) | (0.06 | ) | ||||||
2013 supplemental pro forma from 1/1/2013 - 3/31/2013 | 264,403 | 43,350 | 1.11 | ||||||||
Marketable_Securities_Notes
Marketable Securities (Notes) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||
Marketable Securities | ' | |||||||||||||
MARKETABLE SECURITIES | ||||||||||||||
The Company's investments in marketable securities are stated at fair value and are available for sale. The following tables summarizes the Company's marketable securities: | ||||||||||||||
As of March 31, 2014 | ||||||||||||||
Maturity | Gross Amortized Cost | Fair Value | Total Unrealized Losses | |||||||||||
Commercial paper | Within one year | $ | 26,950 | $ | 26,947 | $ | (3 | ) | ||||||
Corporate bonds | Within one year | 25,541 | 25,508 | (33 | ) | |||||||||
Certificates of deposit | Within one year | 7,399 | 7,383 | (16 | ) | |||||||||
Total | $ | 59,890 | $ | 59,838 | $ | (52 | ) | |||||||
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
INVENTORIES | ||||||||
Inventories consist of the following: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
Raw materials | $ | 15,039 | $ | 13,393 | ||||
Work in process | 1,407 | 1,456 | ||||||
Finished goods | 77,629 | 70,965 | ||||||
Total | $ | 94,075 | $ | 85,814 | ||||
Prepaid_Expenses_and_Other_Ass
Prepaid Expenses and Other Assets | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Prepaid Expenses and Other Assets | ' | |||||||
PREPAID EXPENSES AND OTHER ASSETS | ||||||||
Prepaid expense and other assets consist of the following: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
Commodity derivatives and related collateral, net | $ | 12,981 | $ | 13,675 | ||||
Prepaid expenses | 2,949 | 2,414 | ||||||
Deposits | 4,241 | 293 | ||||||
RIN inventory | 6,650 | 6,455 | ||||||
Income taxes receivable | 2,138 | 2,197 | ||||||
Other | 466 | 534 | ||||||
Total | $ | 29,425 | $ | 25,568 | ||||
RIN inventory values were adjusted in the amount of $579 and $1,277 at March 31, 2014 and December 31, 2013, respectively, to reflect the lower of cost or market. |
Goodwill_Notes
Goodwill (Notes) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Goodwill | ' | |||||||||||
GOODWILL | ||||||||||||
The following table shows the carrying amount of goodwill by reportable segment as of December 31, 2013 and the changes in goodwill for the three month period ended March 31, 2014: | ||||||||||||
Biodiesel | Services | Total | ||||||||||
Balance, December 31, 2013 | $ | 68,784 | $ | 16,080 | $ | 84,864 | ||||||
Acquisitions | 34,846 | — | 34,846 | |||||||||
Balance, March 31, 2014 | $ | 103,630 | $ | 16,080 | $ | 119,710 | ||||||
Intangible_Assets
Intangible Assets | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Intangible Assets | ' | |||||||||||
INTANGIBLE ASSETS | ||||||||||||
Intangible assets consist of the following: | ||||||||||||
As of March 31, 2014 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Raw material supply agreement | $ | 5,603 | $ | (833 | ) | $ | 4,770 | |||||
Ground lease | 200 | (85 | ) | 115 | ||||||||
Total amortizing intangibles | 5,803 | (918 | ) | 4,885 | ||||||||
In-process research and development, indefinite lives | 15,956 | — | 15,956 | |||||||||
Total intangible assets | $ | 21,759 | $ | (918 | ) | $ | 20,841 | |||||
As of December 31, 2013 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Raw material supply agreement | $ | 5,502 | $ | (753 | ) | $ | 4,749 | |||||
Ground lease | 200 | (82 | ) | 118 | ||||||||
Total amortizing intangibles | 5,702 | (835 | ) | 4,867 | ||||||||
In-process research and development, indefinite lives | — | — | — | |||||||||
Total intangible assets | $ | 5,702 | $ | (835 | ) | $ | 4,867 | |||||
The estimated intangible asset amortization expense for fiscal year 2014 through fiscal year 2018 is as follows: | ||||||||||||
April 1, 2014 through December 31, 2014 | $ | 335 | ||||||||||
2015 | 479 | |||||||||||
2016 | 492 | |||||||||||
2017 | 506 | |||||||||||
2018 | 521 | |||||||||||
2019 and thereafter | 2,552 | |||||||||||
Borrowings
Borrowings | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Borrowings | ' | |||||||
BORROWINGS | ||||||||
The Company’s notes payable are as follows: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
REG Danville term loan | $ | 5,326 | $ | 5,626 | ||||
REG Newton term loan | 17,514 | 18,143 | ||||||
REG Mason City term loan | 5,135 | 5,135 | ||||||
Other | 1,243 | 1,247 | ||||||
Total notes payable | $ | 29,218 | $ | 30,151 | ||||
Bell, LLC promissory note—variable interest entity | $ | 3,956 | $ | 4,029 | ||||
REG Danville, LLC (REG Danville) has a term loan agreement with Fifth Third Bank (Danville Loan) which will mature in November 2015. The Danville Loan requires monthly principal payments of $150 and interest based on a rate of LIBOR plus 5% per annum (5.15% at March 31, 2014). The Danville Loan is secured by the Danville facility and contains various loan covenants that restrict REG Danville’s ability to take certain actions, including prohibiting it from making payments to the Company in certain situations. The Danville Loan also requires semi-annual payments equal to 50% of its Excess Cash Flow which is defined as REG Danville’s EBITDA plus certain affiliate payments, less principal payments, interest expense, taxes and capital expenditures. The excess cash flow payment required for the second half of 2013 was $1,350 and was paid in April 2014. The Company recorded an estimated excess cash flow payment required the three months ended March 31, 2014 of $346. | ||||||||
REG Newton, LLC (REG Newton) has a term loan agreement AgStar Financial Services, PCA (Newton Loan) which will mature in December 2018. The Newton Loan is secured by all plant assets owned by REG Newton. Interest is to be accrued based on 30-day LIBOR plus 400 basis points (4.16% at March 31, 2014). REG Newton is required to make monthly principal and interest payments of $270. The Newton Loan agreement requires REG Newton to make an annual payment equal to 50% of its Excess Cash Flow which is defined as REG Newton's EBITDA, less the sum of required debt payments, interest expense, up to $750 in maintenance capital expenditure and allowed distributions. There was no required excess cash flow payment required for 2013 or the three months ended March 31, 2014. | ||||||||
REG Mason City, LLC (REG Mason City) has a term loan agreement with Soy Energy, LLC (Mason City Loan) which will mature in July 2019. The Mason City loan requires interest only payments for the first eight months and monthly principal and interest payments of approximately $92 starting in April 2014. Interest is based on a fixed rate of 5%. The Mason City Loan is secured by the Mason City Facility and contains a covenant that restricts REG Mason City’s ability to take certain actions, including prohibiting it from making payments to the Company in certain circumstances. The Mason City Loan requires annual excess cash flow payments equal to 50% of its excess cash flow. There was no required excess cash flow payment required for 2013 or the three months ended March 31, 2014. | ||||||||
Revolving Line of Credit | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Amount borrowed under revolving line of credit | $ | 2,437 | $ | 10,986 | ||||
Maximum available to be borrowed under revolving line of credit | $ | 20,938 | $ | 29,014 | ||||
The Company, through two of its subsidiaries, has a revolving credit facility with a bank group (the Wells Fargo Revolver) which matures in December 2016. The agreement provides for loans up to $40,000 based on eligible collateral. The loans bear interest at (a) LIBOR plus a margin ranging from 2.50% to 3.25% or (b) the greatest of (i) 1.75% per annum, (ii) the Federal Funds Rate plus 0.5%, (iii) the LIBOR Rate plus 1.5%, or (iv) the “prime rate” plus 1.00% to 1.75%. The effective interest rate was 3.75% at March 31, 2014. | ||||||||
The Wells Fargo Revolver contains various loan covenants that restrict each subsidiary borrower’s ability to take certain actions, including restrictions on incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, repurchase or redemption of capital stock, making certain investments, entering into certain transactions with affiliates or changing the nature of the subsidiary’s business. In addition, the subsidiary borrowers are required to maintain a Fixed Charge Coverage Ratio (as defined) of at least 1.0 to 1.0 and to have Excess Availability (as defined) of at least $4,000. The revolving credit facility is secured by the subsidiary borrowers’ membership interests and substantially all of their assets, and the inventory of certain subsidiaries, subject to a $25,000 limitation. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Related Party Transactions | ' | |||||||
RELATED PARTY TRANSACTIONS | ||||||||
West Central Cooperative | ||||||||
West Central beneficially owns more than 5% of our outstanding securities. The Company has several contractual relationships and transactions with West Central, including contracts for services, supply of soybean oil feedstock, a ground lease for the Ralston facility and an extended payment terms arrangement | ||||||||
Under the ground lease with West Central, West Central leases the real property on which the Ralston facility is located for an annual rental fee of one dollar. The ground lease has a 20-year term ending July 31, 2026 and the Company may elect to extend the term for six additional five-year terms. The Company also has an Asset Use Agreement with West Central which provides for the use of certain assets, such as buildings, equipment and utilities, which will be charged to the Company based on fixed and variable components. | ||||||||
The Company purchases once-refined soybean oil from West Central to supply the Ralston facility. On October 1, 2012, the Company entered into a new feedstock supply agreement with West Central. The supply agreement is for a sixteen month period with the option for a one year extension. West Central agrees to supply and the Company agrees to purchase soybean oil for the Ralston facility at a price indexed to prevailing Chicago Board of Trade, or CBOT, soybean oil market prices with an agreed upon negotiated market basis. | ||||||||
In June 2009, the Company entered into an extended payment terms agreement with West Central. The agreement set forth the terms of payment that apply for soybean oil that West Central sold to the Company for use at the Ralston facility, as well as any other feedstock that West Central agreed to sell. Pursuant to the agreement, payment for feedstocks delivered by West Central is required to be made within 45 days after delivery by West Central of an invoice for the feedstocks. Interest accrues on amounts due for feedstocks supplied by West Central beginning on the fifth day after West Central delivered an invoice for the feedstock until paid. At no time during the term of the agreement is the amount payable to West Central permitted to exceed $3,000. The agreement expires in January 2015 and automatically renews for one additional year unless either party provides sufficient notice of cancellation prior to the renewal. | ||||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Cost of goods sold – Biodiesel | $ | 7,146 | $ | 11,730 | ||||
Selling, general and administrative expenses | $ | — | $ | 2 | ||||
Interest expense | $ | — | $ | 20 | ||||
As of | As of | |||||||
March 31, 2014 | December 31, 2013 | |||||||
Accounts receivable | $ | 354 | $ | 426 | ||||
Other assets | $ | — | $ | 35 | ||||
Accounts payable | $ | 380 | $ | 552 | ||||
Derivative_Instruments
Derivative Instruments | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||
Derivative Instruments | ' | |||||||||||||||
DERIVATIVE INSTRUMENTS | ||||||||||||||||
The Company enters into heating oil and soybean oil futures, swaps and options (commodity contract derivatives) to hedge its exposure to price risk related to anticipated purchases of feedstock raw materials and to protect gross profit margins from potentially adverse effects of price volatility on biodiesel sales where prices are set at a future date. All of the Company’s commodity contract derivatives are designated as non-hedge derivatives and recorded at fair value on the condensed consolidated balance sheet. Unrealized gains and losses are recognized as a component of biodiesel costs of goods sold reflected in current results of operations. As of March 31, 2014, the Company had 1,239 open commodity contracts. | ||||||||||||||||
The Company offsets the fair value amounts recognized for its commodity contract derivatives with cash collateral with the same counterparty under a master netting agreement. The net position is presented within prepaid and other assets in the condensed consolidated balance sheet. The following table sets forth the fair value of the Company's commodity contract derivatives and amounts that offset within the condensed consolidated balance sheet: | ||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||
Assets | Liabilities | Assets | Liabilities | |||||||||||||
Gross amounts of derivatives recognized at fair value | $ | 1,064 | $ | 371 | $ | 325 | $ | 546 | ||||||||
Cash collateral | 12,288 | — | 13,896 | — | ||||||||||||
Total gross amount recognized | 13,352 | 371 | 14,221 | 546 | ||||||||||||
Gross amounts offset | (371 | ) | (371 | ) | (546 | ) | (546 | ) | ||||||||
Net amount reported in the condensed consolidated balance sheet | $ | 12,981 | $ | — | $ | 13,675 | $ | — | ||||||||
The following table sets forth the pre-tax gains (losses) included in the condensed consolidated statement of operations: | ||||||||||||||||
Location of Gain (Loss) | Three Months | Three Months | ||||||||||||||
Recognized in income | Ended | Ended | ||||||||||||||
March 31, | March 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Commodity contracts | Cost of goods sold – Biodiesel | $ | (694 | ) | $ | 1,367 | ||||||||||
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurement | ' | |||||||||||||||
FAIR VALUE MEASUREMENT | ||||||||||||||||
The fair value hierarchy prioritizes the inputs used in measuring fair value as follows: | ||||||||||||||||
• | Level 1 — Quoted prices for identical instruments in active markets. | |||||||||||||||
• | Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets. | |||||||||||||||
• | Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||||||||
A summary of assets (liabilities) measured at fair value is as follows: | ||||||||||||||||
As of March 31, 2014 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market funds | $ | 1,801 | $ | 1,801 | $ | — | $ | — | ||||||||
Marketable securities: | ||||||||||||||||
Certificates of deposit | 7,383 | — | 7,383 | — | ||||||||||||
Commercial paper | 26,947 | — | 26,947 | — | ||||||||||||
Commercial notes/bonds | 25,508 | — | 25,508 | — | ||||||||||||
Commodity contract derivatives | 693 | — | 693 | — | ||||||||||||
Contingent consideration for acquisition | (17,050 | ) | — | — | (17,050 | ) | ||||||||||
As of December 31, 2013 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Commodity contract derivatives | $ | (221 | ) | $ | — | $ | (221 | ) | $ | — | ||||||
The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2014: | ||||||||||||||||
Contingent consideration for acquisition | Three months ended March 31, 2014 | |||||||||||||||
Balance at beginning of the period | $ | — | ||||||||||||||
Additions for acquisition | 17,050 | |||||||||||||||
Balance at end of period | $ | 17,050 | ||||||||||||||
The estimated fair values of the Company’s financial instruments, which are not recorded at fair value, are as follows: | ||||||||||||||||
As of March 31, 2014 | As of December 31, 2013 | |||||||||||||||
Asset (Liability) | Fair Value | Asset (Liability) | Fair Value | |||||||||||||
Carrying | Carrying | |||||||||||||||
Amount | Amount | |||||||||||||||
Financial liabilities: | ||||||||||||||||
Notes payable and lines of credit | $ | (35,611 | ) | $ | (35,537 | ) | $ | (45,166 | ) | $ | (45,094 | ) | ||||
The carrying amounts reported in the Condensed Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair values. Money market funds are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. | ||||||||||||||||
The Company used the following methods and assumptions to estimate fair value of its financial instruments: | ||||||||||||||||
Marketable securities: The fair value of marketable securities are obtained using quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices, e.g., interest rates and yield curves. The Company utilizes a pricing service to assist in obtaining fair value pricing for the majority of this investment portfolio. | ||||||||||||||||
Commodity derivatives: The instruments held by the Company consist primarily of futures contracts, swap agreements, purchased put options and written call options. The fair value is determined based on quoted prices of similar contracts in over-the-counter markets and are reflected in Level 2. | ||||||||||||||||
Contingent consideration for acquisitions: The fair value of this contingent consideration is determined using an expected present value technique. Expected cash flows are determined using the probability weighted-average of possible outcomes that would occur should achievement of certain milestones related to the development and commercialization of products from LS9’s technology occur. There is no observable market data available to use in valuing the contingent consideration; therefore, the Company developed its own assumptions related to the expected future delivery of product enhancements to estimate the fair value of these liabilities. An 8% discount rate is used to estimate the fair value of the expected payments. | ||||||||||||||||
Notes payable and lines of credit: The fair value of long-term debt and lines of credit was established using discounted cash flow calculations and current market rates reflecting Level 2 inputs. |
Net_Income_Per_Share
Net Income Per Share | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Net Income Per Share | ' | |||||||
NET INCOME (LOSS) PER SHARE | ||||||||
Basic net income (loss) per common share is presented in conformity with the two-class method required for participating securities. Participating securities include, or have included, Series B Preferred Stock and RSU's. | ||||||||
Under the two-class method, net income is reduced for distributed and undistributed dividends earned in the current period. The remaining earnings are then allocated to common stock and the participating securities. The Company calculates the effects of participating securities on diluted earnings per share (EPS) using both the “if-converted or treasury stock” and "two-class" methods and discloses the method which results in a more dilutive effect. The effects of Common Stock options, warrants, and stock appreciation rights on diluted EPS are calculated using the treasury stock method unless the effects are anti-dilutive to EPS. | ||||||||
The following potentially dilutive weighted average securities were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders during the periods presented as the effect was anti-dilutive: | ||||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Options to purchase common stock | 87,026 | 87,026 | ||||||
Restricted stock units | 567,716 | 504,666 | ||||||
Stock appreciation rights | 1,583,670 | 1,073,385 | ||||||
Warrants to purchase common stock | 17,916 | 17,916 | ||||||
Total | 2,256,328 | 1,682,993 | ||||||
The following table presents the calculation of diluted net income (loss) per share: | ||||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Net income (loss) attributable to the Company’s common stockholders - Basic | $ | (2,021 | ) | $ | 38,435 | |||
Plus: change in undistributed dividends allocated to preferred stockholders | — | 839 | ||||||
Plus: distributed dividends to Preferred Stockholders | 40 | — | ||||||
Plus (Less): effect of participating securities | (378 | ) | 6,498 | |||||
Net income (loss) available to common stockholders - Dilutive | (2,359 | ) | 45,772 | |||||
Shares: | ||||||||
Weighted-average shares used to compute basic net income (loss) per share | 38,290,404 | 30,639,284 | ||||||
Adjustment to reflect conversion of preferred stock | 267,037 | 5,989,378 | ||||||
Weighted-average shares used to compute diluted net income (loss) per share | 38,557,441 | 36,628,662 | ||||||
Net income (loss) per share attributable to common stockholders | ||||||||
Diluted | $ | (0.06 | ) | $ | 1.25 | |||
Reportable_Segments
Reportable Segments | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Reportable Segments | ' | |||||||
REPORTABLE SEGMENTS | ||||||||
The Company reports its reportable segments based on products and services provided to customers, which include Biodiesel, Services and Corporate and other activities. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company has chosen to differentiate the reportable segments based on the products and services each segment offers. | ||||||||
The Biodiesel segment processes waste vegetable oils, animal fats, virgin vegetable oils and other feedstocks and methanol into biodiesel. The Biodiesel segment also includes the Company’s purchases and resale of biodiesel produced by third parties. Revenue is derived from the purchases and sales of biodiesel and raw material feedstocks acquired from third parties, sales of biodiesel produced under toll manufacturing arrangements with third party facilities, sales of processed biodiesel from Company facilities, sales of RINs, related by-products and renewable energy government incentive payments. The Services segment offers services for managing the construction of biodiesel production facilities and managing ongoing operations of internal and third party plants and collects fees related to the services provided. The Company does not allocate items that are of a non-operating nature or corporate expenses to the business segments. Intersegment revenues are reported by the Services segment, which manages the construction and operations of facilities included in the Biodiesel segment. Revenues are recorded by the Services segment at cost. Corporate expenses consist of corporate office expenses including compensation, benefits, occupancy and other administrative costs, including management service expenses. | ||||||||
The following table represents the significant items by reportable segment: | ||||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Net revenues: | ||||||||
Biodiesel | $ | 219,012 | $ | 264,326 | ||||
Services | 20,524 | 13,897 | ||||||
Intersegment revenues | (20,496 | ) | (13,855 | ) | ||||
$ | 219,040 | $ | 264,368 | |||||
Income (loss) before income taxes: | ||||||||
Biodiesel | $ | 11,561 | $ | 86,713 | ||||
Services | 3 | (18 | ) | |||||
Corporate and other (a) | (14,030 | ) | (10,103 | ) | ||||
$ | (2,466 | ) | $ | 76,592 | ||||
Depreciation and amortization expense, net: | ||||||||
Biodiesel | $ | 2,589 | $ | 1,725 | ||||
Services | 41 | 19 | ||||||
Corporate and other (a) | 253 | 204 | ||||||
$ | 2,883 | $ | 1,948 | |||||
Cash paid for purchases of property, plant and equipment: | ||||||||
Biodiesel | $ | 12,554 | $ | 9,724 | ||||
Services | — | 99 | ||||||
Corporate and other (a) | 219 | 100 | ||||||
$ | 12,773 | $ | 9,923 | |||||
As of | As of | |||||||
March 31, 2014 | December 31, 2013 | |||||||
Assets: | ||||||||
Biodiesel | $ | 524,440 | $ | 444,945 | ||||
Services | 20,718 | 20,542 | ||||||
Corporate and other (b) | 210,210 | 275,368 | ||||||
$ | 755,368 | $ | 740,855 | |||||
(a) | Corporate and other includes income/(expense) not associated with the reportable segments, such as corporate general and administrative expenses, shared service expenses, interest expense and interest income. | |||||||
(b) | Corporate and other includes cash and other assets not associated with the reportable segments, including investments. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
COMMITMENTS AND CONTINGENCIES | |
On December 17, 2013, the Company and REG Synthetic Fuels, LLC (REG Synthetic Fuels), a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement with Syntroleum Corporation (Syntroleum) to acquire substantially all assets, including all of Syntroleum's intellectual property and its 50% equity interest in Dynamic Fuels, LLC. As consideration for the asset sale, REG Synthetic Fuels will assume substantially all material assets and liabilities of Syntroleum and Syntroleum will receive 3,796,000 shares of the Company's Common Stock, subject to downward adjustment (based on the value of the Company's Common Stock at closing, as calculated under the Asset Purchase Agreement) to the extent that Syntroleum’s cash on hand at closing is less than $3,200; provided, that, if the per share value of the Company’s Common Stock at closing (as calculated under the Asset Purchase Agreement) is equal to or greater than $12.91, then the number of shares of the Company's Common Stock will be equal to (i) $49,000, divided by (ii) the Company's Common Stock value at closing (as calculated under the Asset Purchase Agreement). The closing of the transaction is conditioned upon Syntroleum’s receipt of the approval of the holders of a majority of Syntroleum’s outstanding shares of common stock and other specified closing conditions. On June 3, 2014, the shareholders of Syntroleum Corporation will hold a vote to approve our agreement to purchase substantially all the assets of Syntroleum, including 50% ownership interest in Dynamic Fuels, a 75-million gallon renewable diesel refinery located in Giesmar, Louisiana, and an extensive patent portfolio of gas-to-liquids and renewable fuel technologies. We expect to close the transaction shortly thereafter. Accordingly, this transaction is not reflected in the Company's financial statements as of March 31, 2014. | |
The Company is involved in legal proceedings in the normal course of business. The Company currently believes that any ultimate liability arising out of such proceedings will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
SUBSEQUENT EVENTS | |
The Company has performed an evaluation of subsequent events through the date the financial statements were issued and has determined there have been no material subsequent events requiring disclosure. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Marketable Securities | ' |
Marketable Securities | |
The Company’s marketable securities are classified as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income (loss). Realized gains or losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are reported in other income, net. The Company evaluates the investments periodically for possible other-than-temporary impairment. A decline of fair value below amortized costs of debt securities is considered an other-than-temporary impairment if the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the entire amortized cost basis. In those instances, an impairment charge equal to the difference between the fair value and the amortized cost basis is recognized in earnings. Regardless of the Company’s intent or requirement to sell a debt security, an impairment is considered other-than-temporary if the Company does not expect to recover the entire amortized cost basis; in those instances, a credit loss equal to the difference between the present value of the cash flows expected to be collected based on credit risk and the amortized cost basis of the debt security is recognized in earnings. The Company has no current requirement or intent to sell a material portion of marketable securities as of March 31, 2014. The Company expects to recover up to (or beyond) the initial cost of investment for securities held. In computing realized gains and losses on available-for-sale securities, the Company determines cost based on amounts paid, including direct costs such as commissions to acquire the security, using the specific identification method. During the three months ended March 31, 2014 and 2013, respectively, gross realized gains and losses on available-for-sale securities were not material. | |
Contingent Consideration for Acquisitions | ' |
Contingent Consideration for Acquisitions | |
The contingent consideration for acquisition liability was established at the time of acquisition of LS9 and is adjusted to fair value at each reporting period (See Note 3 - Acquisition of LS9, Inc.). The change in fair value is included in selling, general and administrative expense on the Condensed Consolidated Statements of Operations and was not material for the three months ended March 31, 2014. | |
Research and Development Costs | ' |
Research and Development Costs | |
Research and development (R&D) costs are charged to expense as incurred. R&D expense was $1,873 and $60 for the three month ended March 31, 2014 and 2013, respectively. In process research and development (IPR&D) assets acquired in connection with the acquisition of LS9 are recorded on the Condensed Consolidated Balance Sheets as intangible assets. Acquired IPR&D is initially assigned an indefinite life and is subject to impairment testing until the completion or abandonment of the associated R&D efforts. If abandoned, the carrying value of the IPR&D asset is expensed. Once the associated R&D efforts are completed, the carrying value of the IPR&D is reclassified as a finite-lived asset and is amortized over its useful life. | |
Redeemable Preferred Stock | ' |
Redeemable Preferred Stock | |
In March 2014, the Company redeemed all outstanding shares of Series B Preferred Stock. No shares of Series B Preferred Stock remain outstanding at March 31, 2014. | |
New Accounting Pronouncements | ' |
New Accounting Standards | |
In the first quarter of 2014, the Company adopted ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU requires unrecognized tax benefits to be presented as a reduction to deferred tax assets for net operating loss carryforwards. The adoption did not have a material impact to the Company’s financial position, results of operations or cash flows. |
Acquisition_of_LS9_Inc_Tables
Acquisition of LS9, Inc. (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Business Combinations [Abstract] | ' | ||||||||||
Schedule of Business Acquisitions | ' | ||||||||||
The following table summarizes the consideration paid for LS9 and the amounts of assets acquired and liabilities assumed at the acquisition date: | |||||||||||
January 22, 2014 | |||||||||||
Consideration at fair value: | |||||||||||
Cash | $ | 15,275 | |||||||||
Common stock | 26,254 | ||||||||||
Contingent consideration | 17,050 | ||||||||||
Total | $ | 58,579 | |||||||||
22-Jan-14 | |||||||||||
Assets (liabilities) acquired: | |||||||||||
Property, plant and equipment | $ | 8,215 | |||||||||
In-process research & development intangible assets | 15,956 | ||||||||||
Goodwill | 34,846 | ||||||||||
Other noncurrent liabilities | (438 | ) | |||||||||
Total | $ | 58,579 | |||||||||
Acquisition, Pro Forma Information | ' | ||||||||||
The amounts of LS9's revenue and earnings included in our consolidated income statement for the three months ended March 31, 2014 and the revenue and earnings of the combined entity had the acquisition date been January 1, 2013, are as follows: | |||||||||||
Revenue | Net Income | Basic Net Income Per Share | |||||||||
Actual from 1/22/2014 - 3/31/2014 | $ | — | $ | (1,843 | ) | N/A | |||||
2014 supplemental pro forma from 1/1/2014 - 3/31/2014 | 219,061 | (2,644 | ) | (0.06 | ) | ||||||
2013 supplemental pro forma from 1/1/2013 - 3/31/2013 | 264,403 | 43,350 | 1.11 | ||||||||
Marketable_Securities_Tables
Marketable Securities (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||
Marketable Securities | ' | |||||||||||||
The Company's investments in marketable securities are stated at fair value and are available for sale. The following tables summarizes the Company's marketable securities: | ||||||||||||||
As of March 31, 2014 | ||||||||||||||
Maturity | Gross Amortized Cost | Fair Value | Total Unrealized Losses | |||||||||||
Commercial paper | Within one year | $ | 26,950 | $ | 26,947 | $ | (3 | ) | ||||||
Corporate bonds | Within one year | 25,541 | 25,508 | (33 | ) | |||||||||
Certificates of deposit | Within one year | 7,399 | 7,383 | (16 | ) | |||||||||
Total | $ | 59,890 | $ | 59,838 | $ | (52 | ) | |||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories consist of the following: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
Raw materials | $ | 15,039 | $ | 13,393 | ||||
Work in process | 1,407 | 1,456 | ||||||
Finished goods | 77,629 | 70,965 | ||||||
Total | $ | 94,075 | $ | 85,814 | ||||
Prepaid_Expenses_and_Other_Ass1
Prepaid Expenses and Other Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Summary of Prepaid Expense and Other Assets | ' | |||||||
Prepaid expense and other assets consist of the following: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
Commodity derivatives and related collateral, net | $ | 12,981 | $ | 13,675 | ||||
Prepaid expenses | 2,949 | 2,414 | ||||||
Deposits | 4,241 | 293 | ||||||
RIN inventory | 6,650 | 6,455 | ||||||
Income taxes receivable | 2,138 | 2,197 | ||||||
Other | 466 | 534 | ||||||
Total | $ | 29,425 | $ | 25,568 | ||||
Goodwill_Tables
Goodwill (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Carrying amount of goodwill | ' | |||||||||||
The following table shows the carrying amount of goodwill by reportable segment as of December 31, 2013 and the changes in goodwill for the three month period ended March 31, 2014: | ||||||||||||
Biodiesel | Services | Total | ||||||||||
Balance, December 31, 2013 | $ | 68,784 | $ | 16,080 | $ | 84,864 | ||||||
Acquisitions | 34,846 | — | 34,846 | |||||||||
Balance, March 31, 2014 | $ | 103,630 | $ | 16,080 | $ | 119,710 | ||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Components of Intangible assets | ' | |||||||||||
Intangible assets consist of the following: | ||||||||||||
As of March 31, 2014 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Raw material supply agreement | $ | 5,603 | $ | (833 | ) | $ | 4,770 | |||||
Ground lease | 200 | (85 | ) | 115 | ||||||||
Total amortizing intangibles | 5,803 | (918 | ) | 4,885 | ||||||||
In-process research and development, indefinite lives | 15,956 | — | 15,956 | |||||||||
Total intangible assets | $ | 21,759 | $ | (918 | ) | $ | 20,841 | |||||
As of December 31, 2013 | ||||||||||||
Cost | Accumulated Amortization | Net | ||||||||||
Raw material supply agreement | $ | 5,502 | $ | (753 | ) | $ | 4,749 | |||||
Ground lease | 200 | (82 | ) | 118 | ||||||||
Total amortizing intangibles | 5,702 | (835 | ) | 4,867 | ||||||||
In-process research and development, indefinite lives | — | — | — | |||||||||
Total intangible assets | $ | 5,702 | $ | (835 | ) | $ | 4,867 | |||||
Estimated amortization expense | ' | |||||||||||
The estimated intangible asset amortization expense for fiscal year 2014 through fiscal year 2018 is as follows: | ||||||||||||
April 1, 2014 through December 31, 2014 | $ | 335 | ||||||||||
2015 | 479 | |||||||||||
2016 | 492 | |||||||||||
2017 | 506 | |||||||||||
2018 | 521 | |||||||||||
2019 and thereafter | 2,552 | |||||||||||
Borrowings_Tables
Borrowings (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Company's Borrowings | ' | |||||||
The Company’s notes payable are as follows: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
REG Danville term loan | $ | 5,326 | $ | 5,626 | ||||
REG Newton term loan | 17,514 | 18,143 | ||||||
REG Mason City term loan | 5,135 | 5,135 | ||||||
Other | 1,243 | 1,247 | ||||||
Total notes payable | $ | 29,218 | $ | 30,151 | ||||
Bell, LLC promissory note—variable interest entity | $ | 3,956 | $ | 4,029 | ||||
Revolving Line of Credit | ' | |||||||
Revolving Line of Credit | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Amount borrowed under revolving line of credit | $ | 2,437 | $ | 10,986 | ||||
Maximum available to be borrowed under revolving line of credit | $ | 20,938 | $ | 29,014 | ||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Summary of Related Party Transactions | ' | |||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Cost of goods sold – Biodiesel | $ | 7,146 | $ | 11,730 | ||||
Selling, general and administrative expenses | $ | — | $ | 2 | ||||
Interest expense | $ | — | $ | 20 | ||||
Summary of Related Party Balances | ' | |||||||
As of | As of | |||||||
March 31, 2014 | December 31, 2013 | |||||||
Accounts receivable | $ | 354 | $ | 426 | ||||
Other assets | $ | — | $ | 35 | ||||
Accounts payable | $ | 380 | $ | 552 | ||||
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||
Summary of Derivative Financial Instruments by Balance Sheet Location | ' | |||||||||||||||
The following table sets forth the fair value of the Company's commodity contract derivatives and amounts that offset within the condensed consolidated balance sheet: | ||||||||||||||||
31-Mar-14 | 31-Dec-13 | |||||||||||||||
Assets | Liabilities | Assets | Liabilities | |||||||||||||
Gross amounts of derivatives recognized at fair value | $ | 1,064 | $ | 371 | $ | 325 | $ | 546 | ||||||||
Cash collateral | 12,288 | — | 13,896 | — | ||||||||||||
Total gross amount recognized | 13,352 | 371 | 14,221 | 546 | ||||||||||||
Gross amounts offset | (371 | ) | (371 | ) | (546 | ) | (546 | ) | ||||||||
Net amount reported in the condensed consolidated balance sheet | $ | 12,981 | $ | — | $ | 13,675 | $ | — | ||||||||
Summary of Derivative Financial Instruments by Location of Gain (Loss) | ' | |||||||||||||||
Location of Gain (Loss) | Three Months | Three Months | ||||||||||||||
Recognized in income | Ended | Ended | ||||||||||||||
March 31, | March 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Commodity contracts | Cost of goods sold – Biodiesel | $ | (694 | ) | $ | 1,367 | ||||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Assets (Liabilities) Measured at Fair Value | ' | |||||||||||||||
A summary of assets (liabilities) measured at fair value is as follows: | ||||||||||||||||
As of March 31, 2014 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market funds | $ | 1,801 | $ | 1,801 | $ | — | $ | — | ||||||||
Marketable securities: | ||||||||||||||||
Certificates of deposit | 7,383 | — | 7,383 | — | ||||||||||||
Commercial paper | 26,947 | — | 26,947 | — | ||||||||||||
Commercial notes/bonds | 25,508 | — | 25,508 | — | ||||||||||||
Commodity contract derivatives | 693 | — | 693 | — | ||||||||||||
Contingent consideration for acquisition | (17,050 | ) | — | — | (17,050 | ) | ||||||||||
As of December 31, 2013 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Commodity contract derivatives | $ | (221 | ) | $ | — | $ | (221 | ) | $ | — | ||||||
Liabilities Measured at Fair Value on a Recurring Basis | ' | |||||||||||||||
The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three months ended March 31, 2014: | ||||||||||||||||
Contingent consideration for acquisition | Three months ended March 31, 2014 | |||||||||||||||
Balance at beginning of the period | $ | — | ||||||||||||||
Additions for acquisition | 17,050 | |||||||||||||||
Balance at end of period | $ | 17,050 | ||||||||||||||
Estimated Fair Values of the Company's Financial Instruments | ' | |||||||||||||||
The estimated fair values of the Company’s financial instruments, which are not recorded at fair value, are as follows: | ||||||||||||||||
As of March 31, 2014 | As of December 31, 2013 | |||||||||||||||
Asset (Liability) | Fair Value | Asset (Liability) | Fair Value | |||||||||||||
Carrying | Carrying | |||||||||||||||
Amount | Amount | |||||||||||||||
Financial liabilities: | ||||||||||||||||
Notes payable and lines of credit | $ | (35,611 | ) | $ | (35,537 | ) | $ | (45,166 | ) | $ | (45,094 | ) |
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Dilutive weighted average securities were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders during the periods | ' | |||||||
The following potentially dilutive weighted average securities were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders during the periods presented as the effect was anti-dilutive: | ||||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Options to purchase common stock | 87,026 | 87,026 | ||||||
Restricted stock units | 567,716 | 504,666 | ||||||
Stock appreciation rights | 1,583,670 | 1,073,385 | ||||||
Warrants to purchase common stock | 17,916 | 17,916 | ||||||
Total | 2,256,328 | 1,682,993 | ||||||
Calculation of diluted net income per share | ' | |||||||
The following table presents the calculation of diluted net income (loss) per share: | ||||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Net income (loss) attributable to the Company’s common stockholders - Basic | $ | (2,021 | ) | $ | 38,435 | |||
Plus: change in undistributed dividends allocated to preferred stockholders | — | 839 | ||||||
Plus: distributed dividends to Preferred Stockholders | 40 | — | ||||||
Plus (Less): effect of participating securities | (378 | ) | 6,498 | |||||
Net income (loss) available to common stockholders - Dilutive | (2,359 | ) | 45,772 | |||||
Shares: | ||||||||
Weighted-average shares used to compute basic net income (loss) per share | 38,290,404 | 30,639,284 | ||||||
Adjustment to reflect conversion of preferred stock | 267,037 | 5,989,378 | ||||||
Weighted-average shares used to compute diluted net income (loss) per share | 38,557,441 | 36,628,662 | ||||||
Net income (loss) per share attributable to common stockholders | ||||||||
Diluted | $ | (0.06 | ) | $ | 1.25 | |||
Reportable_Segments_Tables
Reportable Segments (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Segment for the Results of Operations | ' | |||||||
The following table represents the significant items by reportable segment: | ||||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Net revenues: | ||||||||
Biodiesel | $ | 219,012 | $ | 264,326 | ||||
Services | 20,524 | 13,897 | ||||||
Intersegment revenues | (20,496 | ) | (13,855 | ) | ||||
$ | 219,040 | $ | 264,368 | |||||
Income (loss) before income taxes: | ||||||||
Biodiesel | $ | 11,561 | $ | 86,713 | ||||
Services | 3 | (18 | ) | |||||
Corporate and other (a) | (14,030 | ) | (10,103 | ) | ||||
$ | (2,466 | ) | $ | 76,592 | ||||
Depreciation and amortization expense, net: | ||||||||
Biodiesel | $ | 2,589 | $ | 1,725 | ||||
Services | 41 | 19 | ||||||
Corporate and other (a) | 253 | 204 | ||||||
$ | 2,883 | $ | 1,948 | |||||
Cash paid for purchases of property, plant and equipment: | ||||||||
Biodiesel | $ | 12,554 | $ | 9,724 | ||||
Services | — | 99 | ||||||
Corporate and other (a) | 219 | 100 | ||||||
$ | 12,773 | $ | 9,923 | |||||
As of | As of | |||||||
March 31, 2014 | December 31, 2013 | |||||||
Assets: | ||||||||
Biodiesel | $ | 524,440 | $ | 444,945 | ||||
Services | 20,718 | 20,542 | ||||||
Corporate and other (b) | 210,210 | 275,368 | ||||||
$ | 755,368 | $ | 740,855 | |||||
(a) | Corporate and other includes income/(expense) not associated with the reportable segments, such as corporate general and administrative expenses, shared service expenses, interest expense and interest income. | |||||||
(b) | Corporate and other includes cash and other assets not associated with the reportable segments, including investments. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Accounting Policies [Abstract] | ' | ' |
Research and Development Expense | $1,873 | $60 |
Acquisition_of_LS9_Inc_Details
Acquisition of LS9, Inc. (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Jan. 22, 2014 |
LS9, Inc. | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Cash | $15,275 | $0 | ' | $15,275 |
Common stock | 26,254 | ' | ' | 26,254 |
Contingent consideration | 15,706 | ' | 0 | 17,050 |
Total | ' | ' | ' | 58,579 |
Assets (liabilities) acquired: | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | 8,215 |
In-process research & development intangible assets | ' | ' | ' | 15,956 |
Goodwill | 119,710 | ' | 84,864 | 34,846 |
Other noncurrent liabilities | ' | ' | ' | -438 |
Total | ' | ' | ' | $58,579 |
Acquisition_of_LS9_Inc_Details1
Acquisition of LS9, Inc. (Details Textual) (LS9, Inc., USD $) | 1 Months Ended | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jan. 22, 2014 | Mar. 31, 2014 | Mar. 31, 2013 |
LS9, Inc. | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Shares of common stock issued | 2,230,559 | ' | ' |
LS9 Earnout Payments | $21,500 | ' | ' |
LS9 Earnout Payment, Period | '5 years | ' | ' |
LS9 Earnout Payment, Paid in Twelve Months | 1,344 | ' | ' |
Net Income | ' | ($2,644) | $43,350 |
Acquisition_of_LS9_Inc_Details2
Acquisition of LS9, Inc. (Details 1) (USD $) | 2 Months Ended | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' |
Revenue | ' | $219,040 | $264,368 |
Net income | ' | -2,359 | 46,403 |
LS9, Inc. | ' | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' |
Revenue | 0 | ' | ' |
Net income | -1,843 | ' | ' |
Revenue | ' | 219,061 | 264,403 |
Net Income | ' | ($2,644) | $43,350 |
Basic Net Income Per Share | ' | $0 | $0 |
Marketable_Securities_Details
Marketable Securities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Gross Amortized Cost | $59,890 | ' |
Fair Value | 59,838 | 0 |
Total Losses | -52 | ' |
Commercial paper | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Gross Amortized Cost | 26,950 | ' |
Fair Value | 26,947 | ' |
Total Losses | -3 | ' |
Corporate bonds | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Gross Amortized Cost | 25,541 | ' |
Fair Value | 25,508 | ' |
Total Losses | -33 | ' |
Certificates of deposit | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Gross Amortized Cost | 7,399 | ' |
Fair Value | 7,383 | ' |
Total Losses | ($16) | ' |
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventories | ' | ' |
Raw materials | $15,039 | $13,393 |
Work in process | 1,407 | 1,456 |
Finished goods | 77,629 | 70,965 |
Total | $94,075 | $85,814 |
Prepaid_Expenses_and_Other_Ass2
Prepaid Expenses and Other Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Summary of prepaid expense and other assets | ' | ' |
Commodity derivatives and related collateral, net | $12,981 | $13,675 |
Prepaid expenses | 2,949 | 2,414 |
Deposits | 4,241 | 293 |
RIN inventory | 6,650 | 6,455 |
Income taxes receivable | 2,138 | 2,197 |
Other | 466 | 534 |
Total | $29,425 | $25,568 |
Prepaid_Expenses_and_Other_Ass3
Prepaid Expenses and Other Assets (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Other Assets [Abstract] | ' | ' |
Inventory reduced to lower of cost or market | $579 | $1,277 |
Goodwill_Details
Goodwill (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Goodwill [Roll Forward] | ' |
Balance, December 31, 2013 | $84,864 |
Acquisitions | 34,846 |
Balance, March 31, 2014 | 119,710 |
Biodiesel | ' |
Goodwill [Roll Forward] | ' |
Balance, December 31, 2013 | 68,784 |
Acquisitions | 34,846 |
Balance, March 31, 2014 | 103,630 |
Services | ' |
Goodwill [Roll Forward] | ' |
Balance, December 31, 2013 | 16,080 |
Acquisitions | 0 |
Balance, March 31, 2014 | $16,080 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost, finite-lived | $5,803 | $5,702 |
Accumulated Amortization, finite-lived | -918 | -835 |
Net, finite-lived | 4,885 | 4,867 |
Cost, indefinite lived | 21,759 | 5,702 |
Accumulated Amortization, indefinite-lived | -918 | -835 |
Net, indefinite-lived | 20,841 | 4,867 |
In-process research and development, indefinite lives | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost, indefinite lived | 15,956 | 0 |
Accumulated Amortization, indefinite-lived | 0 | 0 |
Net, indefinite-lived | 15,956 | 0 |
Raw material supply agreement | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost, finite-lived | 5,603 | 5,502 |
Accumulated Amortization, finite-lived | -833 | -753 |
Net, finite-lived | 4,770 | 4,749 |
Ground lease | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost, finite-lived | 200 | 200 |
Accumulated Amortization, finite-lived | -85 | -82 |
Net, finite-lived | $115 | $118 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Estimated amortization expense | ' |
April 1, 2014 through December 31, 2014 | $335 |
2015 | 479 |
2016 | 492 |
2017 | 506 |
2018 | 521 |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | $2,552 |
Borrowings_Details
Borrowings (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Company's borrowings | ' | ' |
Total notes payable | $29,218 | $30,151 |
Bell, LLC promissory note—variable interest entity | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | 3,956 | 4,029 |
REG Danville term loan | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | 5,326 | 5,626 |
REG Newton term loan | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | 17,514 | 18,143 |
REG Mason City term loan | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | 5,135 | 5,135 |
Other | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | $1,243 | $1,247 |
Borrowings_Details_Textual
Borrowings (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Reg Newton | Reg Newton | REG Mason City | REG Mason City | Fifth Third Loan | Fifth Third Loan | Wells Fargo Revolver | Minimum | Maximum | |
Wells Fargo Revolver | Wells Fargo Revolver | ||||||||
Borrowing (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal payments | ' | ' | $92 | ' | $150 | ' | ' | ' | ' |
Basis point | 4.00% | ' | ' | ' | 5.00% | ' | ' | ' | ' |
Interest to be accrued | 'LIBOR plus 400 basis points | ' | ' | ' | 'LIBOR plus 5%Â per annum | ' | ' | ' | ' |
Effective interest rate | 4.16% | ' | ' | ' | 5.15% | ' | ' | ' | ' |
REG Danville principal payment to Fifth Third | 50.00% | ' | 50.00% | ' | 50.00% | ' | ' | ' | ' |
Monthly principal and interest payments | 270 | ' | ' | ' | ' | ' | ' | ' | ' |
Maintenance Capital Expenditure Maximum Amount | 750 | ' | ' | ' | ' | ' | ' | ' | ' |
Excess cash flow payment | 0 | 0 | 0 | 0 | 346 | 1,350 | ' | ' | ' |
Fixed interest rate | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' |
Line of Credit Facility Additional Increase in Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' |
Line of Credit Facility Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | 2.50% | 3.25% |
Line of Credit Facility Minimum Variable Rate | ' | ' | ' | ' | ' | ' | 1.75% | ' | ' |
Line of Credit Facility Basis Spread on Federal Fund Rate | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' |
Line of Credit Facility Basis Spread on Libor | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' |
Base Rate Margin Percentage | ' | ' | ' | ' | ' | ' | ' | 1.00% | 1.75% |
Line of Credit Facility, Interest Rate at Period End | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' |
Fixed Charge Coverage Ratio | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' |
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | ' | ' | ' | ' | ' | ' | 4,000 | ' | ' |
Line Of Credit Facility Limitation Amount | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' |
Borrowings_Details_1
Borrowings (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Amount borrowed under revolving line of credit | $2,437 | $10,986 |
Maximum available to be borrowed under revolving line of credit | $20,938 | $29,014 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Summary of Related Party Transactions | ' | ' |
Cost of goods sold – Biodiesel | $7,146 | $11,730 |
West Central | ' | ' |
Summary of Related Party Transactions | ' | ' |
Cost of goods sold – Biodiesel | 7,146 | 11,730 |
Selling, general and administrative expenses | 0 | 2 |
Interest expense | $0 | $20 |
Related_Party_Transactions_Det1
Related Party Transactions (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Summary of Related Party Balances | ' | ' |
Accounts receivable | $354 | $426 |
Other assets | 0 | 35 |
Accounts payable | 380 | 552 |
West Central | ' | ' |
Summary of Related Party Balances | ' | ' |
Accounts receivable | 354 | 426 |
Other assets | 0 | 35 |
Accounts payable | $380 | $552 |
Related_Party_Transactions_Det2
Related Party Transactions (Details Textual) (West Central, USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transaction [Line Items] | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 5.00% |
Annual land lease cost | $1 |
Lease Agreements | ' |
Related Party Transaction [Line Items] | ' |
Agreement initial term | '20 years |
Additional Lease Period, Number of Extensions | 6 |
Additional renewal period | '5 years |
Raw material supply agreement | ' |
Related Party Transaction [Line Items] | ' |
Additional renewal period | '1 year |
Delivery Requirement Period | '45 days |
Accounts payable, amounts owed to related parties | $3,000,000 |
Derivative_Instruments_Details
Derivative Instruments (Details Textual) | Mar. 31, 2014 |
Contract | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Open commodity contracts | 1,239 |
Derivative_Instruments_Details1
Derivative Instruments (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Gross amounts of derivatives recognized at fair value | $1,064 | $325 |
Cash collateral | 12,288 | 13,896 |
Total gross amount recognized | 13,352 | 14,221 |
Gross amounts offset | -371 | -546 |
Net amount reported in the condensed consolidated balance sheet | 12,981 | 13,675 |
Liabilities | ' | ' |
Gross amounts of derivatives recognized at fair value | 371 | 546 |
Cash collateral | 0 | 0 |
Total gross amount recognized | 371 | 546 |
Gross amounts offset | -371 | -546 |
Net amount reported in the condensed consolidated balance sheet | $0 | $0 |
Derivative_Instruments_Details2
Derivative Instruments (Details 1) (Commodity contracts, Cost of goods sold – Biodiesel, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Commodity contracts | Cost of goods sold – Biodiesel | ' | ' |
Derivative Instruments Gain Loss [Line Items] | ' | ' |
Pre-tax gains (losses) included in the condensed consolidated statement of operations | ($694) | $1,367 |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Commodity contract derivatives | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | $693 | ' |
Liabilities, fair value | ' | -221 |
Commodity contract derivatives | Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 0 | ' |
Liabilities, fair value | ' | 0 |
Commodity contract derivatives | Level 2 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 693 | ' |
Liabilities, fair value | ' | -221 |
Commodity contract derivatives | Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 0 | ' |
Liabilities, fair value | ' | 0 |
Contingent consideration for acquisition | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | -17,050 | ' |
Contingent consideration for acquisition | Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | 0 | ' |
Contingent consideration for acquisition | Level 2 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | 0 | ' |
Contingent consideration for acquisition | Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | -17,050 | ' |
Money market funds | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 1,801 | ' |
Money market funds | Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 1,801 | ' |
Money market funds | Level 2 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 0 | ' |
Money market funds | Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 0 | ' |
Certificates of deposit | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 7,383 | ' |
Certificates of deposit | Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 0 | ' |
Certificates of deposit | Level 2 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 7,383 | ' |
Certificates of deposit | Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 0 | ' |
Commercial paper | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 26,947 | ' |
Commercial paper | Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 0 | ' |
Commercial paper | Level 2 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 26,947 | ' |
Commercial paper | Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 0 | ' |
Commercial notes/bonds | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 25,508 | ' |
Commercial notes/bonds | Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 0 | ' |
Commercial notes/bonds | Level 2 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 25,508 | ' |
Commercial notes/bonds | Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | $0 | ' |
Fair_Value_Measurement_Details1
Fair Value Measurement (Details 1) (Three months ended March 31, 2014, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Three months ended March 31, 2014 | ' |
Liabilities measured at fair value on a recurring basis | ' |
Beginning balance | $0 |
Additions for acquisition | -17,050 |
Ending balance | ($17,050) |
Fair_Value_Measurement_Details2
Fair Value Measurement (Details 2) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Asset (Liability) Carrying Amount | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Notes payable and lines of credit | ($35,611) | ($45,166) |
Fair Value | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Notes payable and lines of credit | ($35,537) | ($45,094) |
Fair_Value_Measurement_Details3
Fair Value Measurement (Details Textual) | 3 Months Ended |
Mar. 31, 2014 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value Inputs, Discount Rate | 8.00% |
Net_Income_Per_Share_Details
Net Income Per Share (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total | 2,256,328 | 1,682,993 |
Options to purchase common stock | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total | 87,026 | 87,026 |
Warrants to purchase common stock | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total | 17,916 | 17,916 |
Restricted stock units | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total | 567,716 | 504,666 |
Stock appreciation rights | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Total | 1,583,670 | 1,073,385 |
Net_Income_Per_Share_Details_1
Net Income Per Share (Details 1) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share [Abstract] | ' | ' |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON STOCKHOLDERS | ($2,021) | $38,435 |
Plus: change in undistributed dividends allocated to preferred stockholders | 0 | 839 |
Plus: distributed dividends to Preferred Stockholders | 40 | 0 |
Plus (Less): effect of participating securities | -378 | 6,498 |
Net income (loss) available to common stockholders - Dilutive | ($2,359) | $45,772 |
Weighted-average shares used to compute basic net income (loss) per share | 38,290,404 | 30,639,284 |
Adjustment to reflect conversion of preferred stock | 267,037 | 5,989,378 |
Weighted-average shares used to compute diluted net income (loss) per share | 38,557,441 | 36,628,662 |
Diluted | ($0.06) | $1.25 |
Reportable_Segments_Details
Reportable Segments (Details) (USD $) | 3 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |||
Segment Reporting Information [Line Items] | ' | ' | ' | |||
Net revenues: | $219,040 | $264,368 | ' | |||
Income (loss) before income taxes: | -2,466 | 76,592 | ' | |||
Depreciation and amortization expense, net: | 2,883 | 1,948 | ' | |||
Cash paid for purchases of property, plant and equipment: | 12,773 | 9,923 | ' | |||
Assets: | 755,368 | ' | 740,855 | |||
Intersegment revenues | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | |||
Net revenues: | -20,496 | -13,855 | ' | |||
Biodiesel | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | |||
Net revenues: | 219,012 | 264,326 | ' | |||
Income (loss) before income taxes: | 11,561 | 86,713 | ' | |||
Depreciation and amortization expense, net: | 2,589 | 1,725 | ' | |||
Cash paid for purchases of property, plant and equipment: | 12,554 | 9,724 | ' | |||
Assets: | 524,440 | ' | 444,945 | |||
Services | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | |||
Net revenues: | 20,524 | 13,897 | ' | |||
Income (loss) before income taxes: | 3 | -18 | ' | |||
Depreciation and amortization expense, net: | 41 | 19 | ' | |||
Cash paid for purchases of property, plant and equipment: | 0 | 99 | ' | |||
Assets: | 20,718 | ' | 20,542 | |||
Corporate and other | ' | ' | ' | |||
Segment Reporting Information [Line Items] | ' | ' | ' | |||
Income (loss) before income taxes: | -14,030 | [1] | -10,103 | [1] | ' | |
Depreciation and amortization expense, net: | 253 | [1] | 204 | [1] | ' | |
Cash paid for purchases of property, plant and equipment: | 219 | [1] | 100 | [1] | ' | |
Assets: | $210,210 | [2] | ' | $275,368 | [2] | |
[1] | Corporate and other includes income/(expense) not associated with the reportable segments, such as corporate general and administrative expenses, shared service expenses, interest expense and interest income. | |||||
[2] | Corporate and other includes cash and other assets not associated with the reportable segments, including investments. |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (Syntroleum Corporation, USD $) | 1 Months Ended | 0 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 17, 2013 | Dec. 17, 2013 | Dec. 07, 2013 | Jun. 03, 2014 |
Dynamic Fuels, LLC | Business Combination, Downward Adjustment | Scenario, Forecast | ||
Dynamic Fuels, LLC | ||||
gal | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ' | ' | ' | ' |
Equity interest | ' | 50.00% | ' | 50.00% |
Shares of common stock received | 3,796,000 | ' | ' | ' |
Cash | ' | ' | $3,200 | ' |
Share Price | ' | ' | $12.91 | ' |
Benchmark For Contingently Issuable Shares | ' | ' | $49,000 | ' |
Production Capacity Per Year | ' | ' | ' | 75,000,000 |