Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 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 | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 42,306,595 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $67,270 | $153,227 |
Marketable securities | 61,378 | 0 |
Accounts receivable, net (includes amounts owed by related parties of $141 and $426, respectively) | 35,422 | 82,911 |
Inventories | 49,382 | 85,814 |
Prepaid expenses and other assets | 39,786 | 25,568 |
Total current assets | 253,238 | 347,520 |
Property, plant and equipment, net | 462,053 | 286,044 |
Property, plant and equipment, net—variable interest entity | 0 | 5,180 |
Goodwill | 175,472 | 84,864 |
Intangible assets, net | 29,280 | 4,867 |
Deferred income taxes | 1,470 | 0 |
Other assets (includes amounts owed by related parties of $0 and $35, respectively) | 29,356 | 12,380 |
Restricted cash | 104,815 | 0 |
TOTAL ASSETS | 1,055,684 | 740,855 |
CURRENT LIABILITIES: | ' | ' |
Revolving line of credit | 0 | 10,986 |
Current maturities of long-term debt | 6,105 | 6,729 |
Current maturities of long-term debt—variable interest entity | 0 | 300 |
Accounts payable (includes amounts owed to related parties of $570 and $552, respectively) | 53,942 | 48,727 |
Accrued expenses and other liabilities | 15,361 | 12,305 |
Deferred income taxes | 8,968 | 3,687 |
Deferred revenue | 99 | 15,503 |
Total current liabilities | 84,475 | 98,237 |
Unfavorable lease obligation | 7,058 | 7,905 |
Deferred income taxes | 0 | 2,691 |
Contingent consideration for acquisitions | 39,411 | 0 |
Long-term debt | 241,495 | 23,422 |
Long-term debt—variable interest entity | 0 | 3,729 |
Other liabilities | 4,153 | 6,838 |
Total liabilities | 376,592 | 142,822 |
COMMITMENTS AND CONTINGENCIES (Note 15) | ' | ' |
EQUITY: | ' | ' |
Common stock ($.0001 par value; 300,000,000 shares authorized; 42,306,595 and 36,506,221 shares outstanding, respectively) | 4 | 4 |
Common stock—additional paid-in-capital | 431,300 | 359,818 |
Retained earnings | 251,692 | 238,134 |
Accumulated other comprehensive loss | -18 | 0 |
Treasury stock (530,898 and 530,898 shares outstanding, respectively) | -3,886 | -3,886 |
Total stockholders’ equity | 679,092 | 594,070 |
TOTAL LIABILITIES AND EQUITY | 1,055,684 | 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 $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, amounts owed by related parties | $141 | $426 |
Other assets, amounts owed by related parties | 0 | 35 |
Accounts payable, amounts owed to related parties | 570 | 552 |
Common stock, par or stated value per share | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares, outstanding | 42,306,595 | 36,506,221 |
Treasury stock, shares outstanding | 530,898 | 530,898 |
Series B Preferred Stock | ' | ' |
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 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) Statement (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
REVENUES: | ' | ' | ' | ' |
Biodiesel sales | $382,296 | $399,226 | $919,255 | $859,058 |
Biodiesel government incentives | 1,830 | 59,203 | 16,742 | 248,385 |
Total biodiesel sales | 384,126 | 458,429 | 935,997 | 1,107,443 |
Services | 132 | 15 | 219 | 104 |
Total revenues | 384,258 | 458,444 | 936,216 | 1,107,547 |
COSTS OF GOODS SOLD: | ' | ' | ' | ' |
Biodiesel | 351,033 | 388,518 | 854,800 | 875,475 |
Biodiesel—related parties | 10,490 | 12,057 | 31,919 | 37,198 |
Services | 20 | 20 | 67 | 149 |
Total cost of goods sold | 361,543 | 400,595 | 886,786 | 912,822 |
GROSS PROFIT | 22,715 | 57,849 | 49,430 | 194,725 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 16,707 | 12,686 | 45,861 | 33,556 |
INCOME FROM OPERATIONS | 6,008 | 45,163 | 3,569 | 161,169 |
OTHER INCOME (EXPENSE), NET: | ' | ' | ' | ' |
Change in fair value of contingent consideration | 1,059 | 0 | 1,443 | 0 |
Other income, net | 124 | 66 | 556 | 276 |
Interest expense | -2,867 | -577 | -4,622 | -1,757 |
Total other income (expenses) | -1,684 | -511 | -2,623 | -1,481 |
INCOME BEFORE INCOME TAXES | 4,324 | 44,652 | 946 | 159,688 |
INCOME TAX BENEFIT (EXPENSE) | 248 | 42,051 | 12,274 | -3,452 |
NET INCOME | 4,572 | 86,703 | 13,220 | 156,236 |
PLUS—GAIN ON REDEMPTION OF PREFERRED STOCK | 0 | 0 | 378 | 0 |
PLUS—CHANGE IN UNDISTRIBUTED DIVIDENDS ALLOCATED TO PREFERRED STOCKHOLDERS | 0 | -147 | 0 | -147 |
LESS—DISTRIBUTED DIVIDENDS TO PREFERRED STOCKHOLDERS | 0 | -258 | -40 | -1,848 |
LESS—EFFECT OF PARTICIPATING PREFERRED STOCK | 0 | -6,455 | 0 | -18,010 |
LESS—EFFECT OF PARTICIPATING SHARE-BASED AWARDS | -68 | -1,381 | -196 | -2,273 |
NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON STOCKHOLDERS | $4,504 | $78,462 | $13,362 | $133,958 |
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: | ' | ' | ' | ' |
BASIC | $0.11 | $2.32 | $0.33 | $4.20 |
DILUTED | $0.11 | $2.31 | $0.32 | $4.20 |
WEIGHTED AVERAGE SHARES USED TO COMPUTE NET INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: | ' | ' | ' | ' |
BASIC | 42,374,768 | 33,790,034 | 40,216,467 | 31,918,951 |
DILUTED | 42,432,005 | 34,016,476 | 40,228,929 | 31,924,197 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Statement (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $4,572 | $86,703 | $13,220 | $156,236 |
Unrealized gains (losses) on marketable securities, net of taxes of $0 and $0, respectively | 4 | 0 | -18 | 0 |
Other comprehensive income (loss) | 4 | 0 | -18 | 0 |
Comprehensive income | $4,576 | $86,703 | $13,202 | $156,236 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Taxes on unrealized losses on marketable securities | $0 | $0 | $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 | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock |
In Thousands, except Share data, unless otherwise specified | |||||||
Beginning Balance at Dec. 31, 2012 | $324,764 | $83,043 | $3 | $274,136 | $53,823 | ' | ($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 Series B Preferred Stock to common stock | 69,117 | -68,479 | 1 | 69,116 | ' | ' | ' |
Conversion of Series B Preferred Stock to common stock, Shares | ' | -2,469,489 | 4,988,995 | ' | ' | ' | ' |
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 | ' | ' | 70,515 | ' | ' | ' | ' |
Stock compensation expense | 3,869 | ' | ' | 3,869 | ' | ' | ' |
Net change in unrealized losses on marketable securities | 0 | ' | ' | ' | ' | ' | ' |
Series B Preferred Stock dividends paid | -1,848 | ' | ' | ' | -1,848 | ' | ' |
Net income | 156,236 | ' | ' | ' | 156,236 | ' | ' |
Ending Balance at Sep. 30, 2013 | 552,403 | 14,564 | 4 | 347,544 | 208,211 | ' | -3,356 |
Ending Balance, Shares at Sep. 30, 2013 | ' | 525,617 | 35,677,946 | ' | ' | ' | ' |
Beginning Balance at Dec. 31, 2013 | 594,070 | 3,963 | 4 | 359,818 | 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 Series B Preferred Stock to common stock | 23 | -23 | ' | 23 | ' | ' | ' |
Conversion of Series B Preferred Stock to common stock, Shares | ' | -816 | 1,634 | ' | ' | ' | ' |
Preferred stock redemption | 378 | -3,940 | ' | ' | 378 | ' | ' |
Preferred stock redemption, shares | ' | -142,497 | ' | ' | ' | ' | ' |
Issuance of common stock in acquisition (net of issuance costs of $884) | 60,196 | ' | ' | 60,196 | ' | ' | ' |
Issuance of common stock in acquisition, shares | ' | ' | 5,724,172 | ' | ' | ' | ' |
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased), Shares | ' | ' | 24,906 | ' | ' | ' | ' |
Convertible notes conversion feature (net of taxes of $5,082 and net of issuance cost of $886) | 19,068 | ' | ' | 19,068 | ' | ' | ' |
Purchase of capped call transactions | -11,904 | ' | ' | -11,904 | ' | ' | ' |
Purchase of remaining interest in VIE (net of taxes of $300) | -524 | ' | ' | -524 | ' | ' | ' |
Stock compensation expense | 4,041 | ' | ' | 4,041 | ' | ' | ' |
Net change in unrealized losses on marketable securities | -18 | ' | ' | ' | ' | -18 | ' |
Series B Preferred Stock dividends paid | -40 | ' | ' | ' | -40 | ' | ' |
Net income | 13,220 | ' | ' | ' | 13,220 | ' | ' |
Ending Balance at Sep. 30, 2014 | $679,092 | ' | $4 | $431,300 | $251,692 | ($18) | ($3,886) |
Ending Balance, Shares at Sep. 30, 2014 | ' | ' | 42,306,595 | ' | ' | ' | ' |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Redeemable Preferred Stock and Equity (Unaudited) (Parenthetical) (USD $) | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Stockholders' Equity [Abstract] | ' | ' |
Issuance cost of common stock issued in acquisition | $884 | ' |
Conversion of restricted stock units to common stock, shares of treasury stock purchased | ' | 21,675 |
Taxes on convertible notes conversion feature | 5,082 | ' |
Issuance costs on convertible notes conversion feature | 886 | ' |
Taxes on purchase of remaining interest in VIE | $300 | ' |
Condensed_Consolidated_Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income | $13,220 | $156,236 |
Adjustments to reconcile net income to net cash flows from operating activities: | ' | ' |
Depreciation expense | 9,526 | 6,974 |
Amortization expense of assets and liabilities, net | 412 | -365 |
Accretion of convertible note discount | 1,488 | 0 |
Change in fair value of contingent consideration | -1,443 | 0 |
Gain on disposal of property, plant and equipment | 0 | -67 |
Provision for doubtful accounts | 356 | 99 |
Stock compensation expense | 4,041 | 3,869 |
Deferred tax expense (benefit) | -12,840 | 8,872 |
Other operating activities | 437 | 0 |
Changes in asset and liabilities, net of effects from acquisitions: | ' | ' |
Accounts receivable, net | 47,678 | -47,959 |
Inventories | 38,379 | -14,681 |
Prepaid expenses and other assets | -12,358 | -24,441 |
Accounts payable | 967 | 23,843 |
Accrued expenses and other liabilities | -3,105 | 3,432 |
Deferred revenue | -15,404 | 987 |
Net cash flows provided by operating activities | 71,354 | 116,799 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Cash paid for marketable securities | -80,973 | 0 |
Cash receipts from marketable securities | 19,174 | 0 |
Cash proceeds from involuntary disposal of fixed assets | 0 | 330 |
Change in restricted cash | -104,815 | 0 |
Cash paid for purchase of property, plant and equipment | -45,579 | -28,785 |
Cash paid for acquisitions, net of cash acquired | -32,892 | -10,933 |
Cash paid for investments | -2,779 | 0 |
Other investing activities | 72 | -58 |
Net cash flows used in investing activities | -247,792 | -39,446 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Borrowings on line of credit | 1,056,596 | 1,103,568 |
Repayments on line of credit | -1,067,582 | -1,103,568 |
Cash received from issuance of debt | 143,750 | 3,000 |
Cash paid for capped call transactions | -11,904 | 0 |
Cash paid on debt | -20,340 | -9,690 |
Cash paid for debt issuance costs | -4,381 | -47 |
Cash paid for equity issuance costs | -1,527 | -25 |
Cash paid for treasury stock | -529 | -282 |
Cash paid for preferred stock dividends | -40 | -1,205 |
Cash paid for redemption of preferred stock | -3,562 | 0 |
Cash paid for fractional common stock shares | 0 | -6 |
Net cash flows provided by (used in) financing activities | 90,481 | -8,255 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | -85,957 | 69,098 |
CASH AND CASH EQUIVALENTS, Beginning of period | 153,227 | 66,785 |
CASH AND CASH EQUIVALENTS, End of period | 67,270 | 135,883 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION: | ' | ' |
Cash paid/(received) for income taxes | 21 | -6,538 |
Cash paid for interest | 2,286 | 1,496 |
Amounts included in period-end accounts payable for: | ' | ' |
Purchases of property, plant and equipment | 5,905 | 3,608 |
Debt issuance cost | 60 | ' |
Incentive stock liability for raw material supply agreement | 317 | 439 |
Equity issuance costs | 25 | ' |
Issuance of common stock for acquisitions | 61,085 | ' |
Issuance of note payable for acquisition | ' | 5,135 |
Contingent consideration for acquisitions | 45,950 | ' |
Debt assumed in acquisition | 113,553 | ' |
Gain on redemption of preferred stock | 378 | ' |
Issuance of common stock for dividends | ' | $643 |
Basis_of_Presentation_and_Natu
Basis of Presentation and Nature of the Business | 9 Months Ended |
Sep. 30, 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. | |
As of September 30, 2014, the Company owned biomass-based diesel production facilities with an aggregate nameplate production capacity of 332 million gallons per year (mmgy). | |
The biomass-based diesel 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 | 9 Months Ended |
Sep. 30, 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. | |
Restricted Cash | |
Restricted cash consists of $101,315 of cash, which is held in a certificate of deposit and pledged to Bank of America, who issued a letter of credit on the Company's behalf to support the payments on the Company's GOZone Bonds. In addition, $3,500 is held in a certificate of deposit and pledged to Bank of America, who issued a letter of credit to support REG Energy Services' trade activities as of September 30, 2014. There was no restricted cash balance at December 31, 2013. For additional information, see "Note 9 - Debt". The Company classifies restricted cash between current and non-current assets based on the length of time of the restricted use. | |
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 September 30, 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. There were no gross realized gains and losses on available-for-sale securities during the three and nine months ended September 30, 2014 and 2013. | |
Inventories | |
Inventories are valued at the lower of cost or market. Lower of cost or market adjustments amounting to $1,051 and $0 were made to the inventory values reported as of September 30, 2014 and December 31, 2013, respectively. Cost is determined based on the first-in, first-out method. | |
Goodwill | |
Goodwill is tested for impairment annually on July 31 or when impairment indicators exist. Goodwill is allocated and tested for impairment by reporting units. The analysis is based on a comparison of the carrying value of the reporting unit to its fair value, determined utilizing both a discounted cash flow methodology and a market comparable methodology. The determination of whether or not the asset has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the Company’s reporting units. Changes in estimates of future cash flows caused by items such as unforeseen events or sustained unfavorable changes in market conditions could negatively affect the fair value of the reporting unit’s goodwill asset and result in an impairment charge. The annual impairment test determined that the fair value of the biodiesel reporting unit exceeded its carrying value by approximately 7% and the services reporting unit exceeded its carrying value by approximately 66%. There have been no impairment indicators in the first nine months of 2014 that would indicate that an additional assessment needs be taken. | |
Contingent Consideration for Acquisitions | |
Contingent considerations in a purchase business combination are established at the time of the acquisition (See "Note 3 - Acquisitions and Equity Transactions"). The contingent consideration is adjusted to fair value at each reporting period. The change in fair value is included in change in fair value of contingent consideration on the Condensed Consolidated Statements of Operations. | |
Research and Development Costs | |
Research and development (R&D) costs are charged to expense as incurred and included in Selling, General and Administrative expenses on the Condensed Consolidated Statements of Operations. R&D expense was $2,810 and $7,900 for the three and nine months ended September 30, 2014, respectively, and $79 and $153 for the three and nine months ended September 30, 2013, respectively. In process research and development (IPR&D) assets acquired in connection with acquisitions 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. | |
Convertible Debt | |
In June 2014, the Company issued $143,750 in convertible senior notes. Applicable authoritative accounting guidance requires that the conversion feature be assigned a fair value and that that feature reduce the initial recorded value of the liability component of the convertible senior notes. This conversion feature is recorded in equity on a net of tax basis. The discount on the liability component is being amortized through interest expense until the maturity date of June 15, 2019. See "Note 9 - Debt" for further descriptions of the transaction. | |
Capped Call Transaction | |
In connection with the issuance of the convertible senior notes, the Company entered into capped call transactions. The purchased capped call transactions were recorded as a reduction to common stock-additional paid-in-capital. Because this was considered to be an equity transaction and qualifies for the derivative scope exception, no future changes in the fair value of the capped call will be recorded by the Company. | |
Income Taxes | |
The tax benefit for the nine months ended September 30, 2014 was mainly attributable to the acquisition of Syntroleum and Dynamic Fuels. Specifically, in connection with the acquisition of Syntroleum and Dynamic Fuels, the Company acquired a net deferred tax liability of $7,278 that will produce future taxable income. The increase in the gross deferred tax liability resulted in a reduction to the Company's valuation allowance which was recognized as a tax benefit discretely in the quarter ended June 30, 2014. | |
Under the rules prescribed by Internal Revenue Code (IRC) Section 382 and applicable regulations, if certain transactions occur with respect to an entity's capital stock that result in a cumulative ownership shift of more than 50% by 5% stockholders over a testing period, annual limitations are imposed with respect to the entity's ability to utilize its net operating loss carryforwards. During the nine months ended September 30, 2014, the Company recorded an increase to the deferred tax assets for net operating loss carryforwards from Syntroleum of approximately $22,600 on a pre-tax basis (after IRC Section 382 limitation). IRC Section 382 limits the Company's ability to realize these net operating losses, which begin to expire in 2018 and, accordingly, the Company has recorded a full valuation allowance on the net operating loss carryforwards. As described in Note 3, the Company has not completed its accounting for the business combinations related to the Syntroleum and Dynamic Fuels acquisitions, and we continue to assess the recognition, measurement, and realizability of these deferred tax assets, and any changes thereto will be recorded in the accounting for the business combination. | |
New Accounting Standards | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Summary and Amendments that Create Revenue from Contracts with Customers and Other Assets and Deferred Costs—Contracts with Customers. The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the codification. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2016. The Company is currently still assessing the impact that this guidance will have on its consolidated financial statements. |
Acquisitions_and_Equity_Transa
Acquisitions and Equity Transactions | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Acquisitions and Equity Transactions | ' | |||||||||||||||
ACQUISITIONS AND EQUITY TRANSACTIONS | ||||||||||||||||
LS9, Inc. | ||||||||||||||||
On January 22, 2014, REG Life Sciences, a wholly-owned subsidiary of the Company, acquired substantially all of the assets and certain liabilities of LS9. The Company has completed its initial accounting for this business combination in the second quarter when the valuation of the contingent consideration, in-process research & development intangible assets and goodwill acquired was 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 shares of 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 after the acquisition. The Earnout Payments will be payable in cash, the Company's stock or a combination of cash and stock at the Company's election. As of September 30, 2014, the Company has recorded a contingent liability of $15,474, all of which has been classified as non-current on the Condensed Consolidated Balance Sheets. | ||||||||||||||||
The goodwill acquired is included in the Biodiesel segment, a portion of which is expected to be deductible for tax purposes. | ||||||||||||||||
REG Life Sciences had no revenues for the three and nine months ended September 30, 2014. The net loss generated by REG Life Sciences for the three and nine months ended September 30, 2014, included in the Condensed Consolidated Statements of Operations was $3,863 and $8,527, respectively. | ||||||||||||||||
Syntroleum Corporation/Dynamic Fuels, LLC | ||||||||||||||||
On June 3, 2014, REG Synthetic Fuels, a wholly-owned subsidiary of the Company included in the Biodiesel segment, acquired substantially all the assets of Syntroleum, which consisted of a 50% limited liability company membership interest in Dynamic Fuels, as well as intellectual property and other assets. Dynamic Fuels owns a 75 million gallon per year nameplate capacity renewable hydrocarbon diesel biorefinery located in Geismar, Louisiana. The Company has not completed its initial accounting for this business combination as the valuation of the intangible assets and goodwill acquired has not been finalized. The following table summarizes the consideration paid for Syntroleum. | ||||||||||||||||
June 3, 2014 | ||||||||||||||||
Consideration at fair value for Syntroleum: | ||||||||||||||||
Common stock | $ | 34,831 | ||||||||||||||
The fair value of the 3,493,613 shares of Common Stock issued to Syntroleum was determined on the basis of the closing market price of the Company's common shares at the date of acquisition. | ||||||||||||||||
The fair value of the Syntroleum renewable hydrocarbon diesel technology was determined using the relief from royalty method, or RFR, which reflects the savings realized by owning the intangible assets. The value under RFR method is dependent upon the following factors for an asset: royalty rate, discount rate, expected life and projected revenue. | ||||||||||||||||
On June 6, 2014, REG Synthetic Fuels acquired the remaining 50% ownership interest in Dynamic Fuels, from Tyson Foods. The Company renamed Dynamic Fuels to REG Geismar, LLC, which is included in the Biodiesel segment. The Company has not completed its initial accounting for this business combination as the valuation of the real and personal property, contingent consideration, intangible assets and goodwill acquired has not been finalized. | ||||||||||||||||
The following table summarizes the consideration paid to Tyson Foods for Dynamic Fuels: | ||||||||||||||||
June 6, 2014 | ||||||||||||||||
Consideration at fair value for Dynamic Fuels: | ||||||||||||||||
Cash | $ | 16,447 | ||||||||||||||
Contingent consideration | 28,900 | |||||||||||||||
Total | $ | 45,347 | ||||||||||||||
The following table summarizes the amount of assets acquired and liabilities assumed at the acquisition date for the combined acquisition of Syntroleum and Dynamic Fuels: | ||||||||||||||||
6-Jun-14 | ||||||||||||||||
Assets (liabilities) acquired of Syntroleum and Dynamic Fuels: | ||||||||||||||||
Cash | $ | 253 | ||||||||||||||
Other current assets | 4,666 | |||||||||||||||
Property, plant and equipment | 122,827 | |||||||||||||||
Goodwill | 55,762 | |||||||||||||||
Intangible assets | 8,900 | |||||||||||||||
Other noncurrent assets | 10,281 | |||||||||||||||
Other current liabilities | (1,180 | ) | ||||||||||||||
Deferred tax liabilities | (7,278 | ) | ||||||||||||||
Debt | (113,553 | ) | ||||||||||||||
Other noncurrent liabilities | (500 | ) | ||||||||||||||
Total | $ | 80,178 | ||||||||||||||
Subsequent to the closing of the Tyson Foods transaction, REG Geismar paid off the debt owed to Tyson Foods in the amount of $13,553. | ||||||||||||||||
Subject to achievements related to the sale of renewable hydrocarbon diesel at the REG Geismar production facility, Tyson Foods may receive contingent consideration of up to $35,000. The Company will pay contingent consideration, if and when, the Company achieves certain sales volumes. The agreement calls for periodic payments based on pre-determined payments per gallon of product sold. The probability weighted contingent payments were discounted using a risk adjusted discount rate of 5.8%. The contingent payments will be payable in cash. As of September 30, 2014, the Company has recorded a contingent liability of $29,033, of which $5,096 has been classified in accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets. | ||||||||||||||||
The goodwill acquired is included in the Biodiesel segment, a portion of which is expected to be deductible for tax purposes. | ||||||||||||||||
REG Synthetic Fuels, including its wholly-owned subsidiary REG Geismar, had $262 and $312 in revenues for the three and nine months ended September 30, 2014, respectively. The net loss generated by REG Synthetic Fuels for the three and nine months ended September 30, 2014 included in the Condensed Consolidated Statement of Operations was $4,766 and $9,617, respectively, which includes $3,004 of income tax expense for the nine months ended September 30, 2014, resulting from the recording of a valuation allowance offsetting their deferred tax assets. | ||||||||||||||||
The following pro forma condensed combined results of operations assume that LS9, Syntroleum and Dynamic Fuels acquisitions were completed as of January 1, 2013: | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues | $ | 384,258 | $ | 458,463 | $ | 936,759 | $ | 1,135,692 | ||||||||
Net income (loss) | 4,504 | 67,746 | (497 | ) | 131,688 | |||||||||||
Basic net income (loss) per share | $ | 0.11 | $ | 1.77 | $ | (0.01 | ) | $ | 3.54 | |||||||
416 S. Bell, LLC | ||||||||||||||||
Prior to July 25, 2014, the Company had a 50% ownership in 416 S Bell, LLC (Bell, LLC), a variable interest entity (VIE) joint venture that owned and leased to the Company its corporate office building in Ames, Iowa. Commencing January 1, 2011, the Company had the right to execute a call option with the joint venture member, Dayton Park, LLC (Dayton Park), to purchase Bell, LLC and commencing on January 1, 2013, Dayton Park had the right to execute a put option with the Company to sell Bell, LLC. The Company determined it was the primary beneficiary of Bell, LLC and had consolidated Bell, LLC into the Company’s financial statements since January 1, 2011. | ||||||||||||||||
On July 25, 2014, the Company completed the acquisition of the remaining 50% interest in Bell, LLC in exchange for $1,423 cash. The Company determined that this transaction did not result in a change of control and as such has accounted for it as an equity transaction. Neither goodwill nor a gain/loss was recognized in conjunction with the acquisition. |
Marketable_Securities_Notes
Marketable Securities (Notes) | 9 Months Ended | |||||||||||||||||
Sep. 30, 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 table summarizes the Company's marketable securities: | ||||||||||||||||||
As of September 30, 2014 | ||||||||||||||||||
Maturity | Gross Amortized Cost | Total Unrealized Gains | Total Unrealized Losses | Fair Value | ||||||||||||||
Commercial paper | Within one year | $ | 19,473 | $ | 7 | $ | (4 | ) | $ | 19,476 | ||||||||
Corporate bonds | Within one year | 30,243 | — | (9 | ) | 30,234 | ||||||||||||
Certificates of deposit | Within one year | 11,680 | — | (12 | ) | 11,668 | ||||||||||||
Total | $ | 61,396 | $ | 7 | $ | (25 | ) | $ | 61,378 | |||||||||
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
INVENTORIES | ||||||||
Inventories consist of the following: | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Raw materials | $ | 22,923 | $ | 13,393 | ||||
Work in process | 1,722 | 1,456 | ||||||
Finished goods | 24,737 | 70,965 | ||||||
Total | $ | 49,382 | $ | 85,814 | ||||
Prepaid_Expenses_and_Other_Ass
Prepaid Expenses and Other Assets | 9 Months Ended | |||||||
Sep. 30, 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: | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Commodity derivatives and related collateral, net | $ | 14,069 | $ | 13,675 | ||||
Prepaid expenses | 5,172 | 2,414 | ||||||
Deposits | 4,314 | 293 | ||||||
RIN inventory | 11,753 | 6,455 | ||||||
Income taxes receivable | 2,028 | 2,197 | ||||||
Other | 2,450 | 534 | ||||||
Total | $ | 39,786 | $ | 25,568 | ||||
RIN inventory values were adjusted in the amount of $260 and $1,277 at September 30, 2014 and December 31, 2013, respectively, to reflect the lower of cost or market. | ||||||||
Other noncurrent assets consist of the following: | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Investments | $ | 10,003 | $ | 7,351 | ||||
Debt issuance costs (net of accumulated amortization of $1,207 and $715, respectively) | 4,837 | 832 | ||||||
Spare parts inventory | 3,671 | 3,671 | ||||||
Deposits | 3,870 | — | ||||||
Other | 6,975 | 526 | ||||||
Total | $ | 29,356 | $ | 12,380 | ||||
Goodwill_Notes
Goodwill (Notes) | 9 Months Ended | |||||||||||
Sep. 30, 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 nine months ended September 30, 2014: | ||||||||||||
Biodiesel | Services | Total | ||||||||||
Balance, December 31, 2013 | $ | 68,784 | $ | 16,080 | $ | 84,864 | ||||||
Acquisitions | 90,608 | — | 90,608 | |||||||||
Balance, September 30, 2014 | $ | 159,392 | $ | 16,080 | $ | 175,472 | ||||||
Intangible_Assets
Intangible Assets | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Intangible Assets | ' | |||||||||||||
INTANGIBLE ASSETS | ||||||||||||||
Intangible assets consist of the following: | ||||||||||||||
30-Sep-14 | ||||||||||||||
Cost | Accumulated Amortization | Net | Weighted Average Remaining Life | |||||||||||
Raw material supply agreement | $ | 5,818 | $ | (1,017 | ) | $ | 4,801 | 11.3 years | ||||||
Renewable hydrocarbon diesel technology | 8,300 | (184 | ) | 8,116 | 14.8 years | |||||||||
Trademarks | 600 | (300 | ) | 300 | 0.3 years | |||||||||
Ground lease | 200 | (93 | ) | 107 | 7.1 years | |||||||||
Total amortizing intangibles | 14,918 | (1,594 | ) | 13,324 | ||||||||||
In-process research and development, indefinite lives | 15,956 | — | 15,956 | |||||||||||
Total intangible assets | $ | 30,874 | $ | (1,594 | ) | $ | 29,280 | |||||||
31-Dec-13 | ||||||||||||||
Cost | Accumulated Amortization | Net | Weighted Average Remaining Life | |||||||||||
Raw material supply agreement | $ | 5,502 | $ | (753 | ) | $ | 4,749 | 12.0 years | ||||||
Ground lease | 200 | (82 | ) | 118 | 7.9 years | |||||||||
Total amortizing intangibles | 5,702 | (835 | ) | 4,867 | ||||||||||
In-process research and development, indefinite lives | — | — | — | |||||||||||
Total intangible assets | $ | 5,702 | $ | (835 | ) | $ | 4,867 | |||||||
The Company recorded intangible amortization expense of $583 and $760 for the three and nine months ended September 30, 2014, respectively, and $89 and $236 for the three and nine months ended September 30, 2013, respectively. | ||||||||||||||
The estimated intangible asset amortization expense for fiscal year 2014 through fiscal year 2019 and thereafter is as follows: | ||||||||||||||
October 1, 2014 through December 31, 2014 | $ | 542 | ||||||||||||
2015 | 1,038 | |||||||||||||
2016 | 1,052 | |||||||||||||
2017 | 1,067 | |||||||||||||
2018 | 1,082 | |||||||||||||
2019 and thereafter | 8,543 | |||||||||||||
Total | $ | 13,324 | ||||||||||||
Debt
Debt | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
DEBT | ||||||||
The Company’s debt is as follows: | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Convertible debt | $ | 120,207 | $ | — | ||||
REG Geismar GOZone bonds | 100,000 | — | ||||||
REG Danville term loan | 2,113 | 5,626 | ||||||
REG Newton term loan | 15,524 | 18,143 | ||||||
REG Mason City term loan | 4,710 | 5,135 | ||||||
Other | 5,046 | 1,247 | ||||||
Total debt | $ | 247,600 | $ | 30,151 | ||||
Bell, LLC promissory note—variable interest entity | $ | — | $ | 4,029 | ||||
Convertible Debt | ||||||||
In June 2014, the Company issued $143,750 in convertible senior notes (Convertible Notes) with a maturity date of June 15, 2019, unless earlier converted or repurchased. The Convertible Notes bear interest at a rate of 2.75% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning December 15, 2014. | ||||||||
The initial conversion rate is 75.3963 shares of Common Stock per $1 principal amount of Convertible Notes, which represents an initial conversion price of approximately $13.26 per share. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the stated maturity date, the Company will increase the conversion rate for a holder who elects to convert in connection with such a corporate event in certain circumstances. | ||||||||
Prior to December 15, 2018, holders may convert all or any portion of their Convertible Notes only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2014 (and only during such calendar quarter), if the last reported sale price of the Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the Convertible Notes on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of such five consecutive trading day period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate of the Convertible Notes on each such trading day; or (3) upon the occurrence of specified corporate events. On or after December 15, 2018 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of Common Stock, the amount of cash and shares of Common Stock, if any, due upon conversion will be based on a daily conversion value calculated for each trading day in an 80 trading day observation period. The Company's intent is to settle the principal amount of the Senior Notes in cash upon conversion. If the conversion value exceeds the principal amount, the Company would deliver shares of its common stock in respect to the remainder of its conversion obligation in excess of the aggregate principal amount (conversion spread). | ||||||||
Upon a fundamental change, subject to certain conditions, holders may require the Company to repurchase for cash all or a portion of their Convertible Notes at a purchase price in cash that will generally be equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Convertible Notes are not redeemable at the Company’s option prior to maturity. | ||||||||
In accounting for the issuance of the Convertible Notes, the Company separated the Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the estimated fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the face value of the Convertible Notes as a whole. The excess of the face amount of the liability component over its carrying amount is amortized to interest expense over the term of the Convertible Notes using the effective interest method with an effective interest rate of 3.80% per annum. The gross proceeds of $143,750 were accordingly allocated between long-term debt for $118,719 and stockholders' equity $25,031. Issuance costs of $4,563 which were allocated between deferred financing costs and equity. | ||||||||
In connection with the issuance of the Convertible Notes, the Company entered into capped call transactions (Capped Call) for the purpose of reducing potential dilution of earnings per share if the Convertible Notes were to be converted to shares of Common Stock. Under the Capped Call, the Company purchased capped call options that in aggregate relate to 92.5% of the total number of shares of the Company's Common Stock underlying the Convertible Notes, with a strike price equal to the conversion price of the Convertible Notes and with a cap price equal to $16.02 per share. The capped calls were purchased for $11,904 and recorded as a reduction to common stock-additional paid-in-capital. | ||||||||
The Capped Call is expected generally to reduce the potential dilution to the Common Stock and/or offset potential cash payments the Company is required to make in excess of the principal amount to the extent of such percentage upon conversion of the Convertible Notes in the event that the market price per share of the Common Stock, as measured under the terms of the Capped Call, is greater than the strike price of the Capped Call, which initially corresponds to the conversion price of the Convertible Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes, with such reduction and/or offset subject to a cap in the event that the market price per share of the Common Stock, as measured under the terms of the Capped Call, is greater than the cap price of the Capped Call. | ||||||||
The Company will not be required to make any cash payments to the Option Counterparties or their respective affiliates upon the exercise of the options that are a part of the Capped Call, but the Company will be entitled to receive from them a number of shares of Common Stock and/or an amount of cash generally based on the amount by which the market price per share of the Common Stock, as measured under the terms of the Capped Call, is greater than the strike price of the Capped Call during the relevant valuation period under the Capped Call, with such number of shares of Common Stock and amounts of cash, if any, subject to the cap. | ||||||||
The Capped Call is a separate transaction entered into by the Company with the Option Counterparties, are not part of the terms of the Convertible Notes and will not change the holders' rights under the Convertible Notes. | ||||||||
REG Geismar, LLC's GOZone Bonds | ||||||||
In October 2008, Dynamic Fuels received $100,000 in proceeds from the issuance of GOZone Bonds by the Louisiana Public Facilities Authority (the Authority) pursuant to a loan agreement between Dynamic Fuels and the Authority (Loan Agreement). The proceeds were used to construct the Dynamic Fuels production facility. In June 2014, as a result of the acquisitions of Syntroleum and Dynamic Fuels, the Loan Agreement related to the GOZone Bonds became part of the Company's consolidated long-term debt. The GOZone Bonds mature on October 1, 2033. Interest on the GOZone Bonds accrues at a daily rate, weekly rate, commercial paper rate or long term rate, as determined by REG Geismar. When the GOZone Bonds are in daily or weekly mode, at any time holders have the right to tender bonds for repurchase and bonds are subject to optional redemption by a remarketing agent pursuant to a remarketing agreement. The GOZone Bonds were in the weekly interest rate mode as of September 30, 2014 and the applicable interest rate at September 30, 2014 was 0.04% per annum. | ||||||||
At the time that the GOZone Bonds were originally issued, Tyson Foods, one of the former equityholders of Dynamic Fuels, obtained an irrevocable direct-pay letter of credit (Old Letter of Credit) from a financial institution which was provided to the trustee for the GOZone Bonds and drawn upon to pay the principal of and interest on the GOZone Bonds and the portion of the purchase price attributable to principal of and interest on the GOZone Bonds in connection with any GOZone Bond repurchase obligations of Dynamic Fuels. In connection with the acquisition from Tyson Foods, the Company agreed to reimburse Tyson Foods for any amounts payable by Tyson in the event of a draw on the Old Letter of Credit, to replace the Old Letter of Credit or redeem or discharge the GOZone Bonds and to secure these obligations by the deposit of $101,315 into an escrow account for the benefit of Tyson, which represented the full amount of Tyson’s obligation under the Old Letter of Credit. | ||||||||
On July 8, 2014, REG Geismar and Bank of America entered into a Reimbursement Agreement, dated as of the same date (Reimbursement Agreement), and Bank of America issued a letter of credit (Substitute Letter of Credit) to the trustee for the GOZone Bonds, in substitution for the irrevocable direct-pay letter of credit (Old Letter of Credit) held by Tyson Foods. The Substitute Letter of Credit is in the stated amount of $101,315, which represents the sum of the outstanding $100,000 principal amount of the GOZone Bonds plus $1,315 of interest. REG Geismar’s repayment obligations under the Reimbursement Agreement are secured by a $101,315 certificate of deposit established by REG Capital, LLC, or REG Capital, which was pledged by REG Capital to Bank of America.This certificate of deposit is recorded as restricted cash in non-current assets of the Condensed Consolidated Balance Sheets. The Substitute Letter of Credit expires on July 8, 2015. In the event that the expiration date of the Substitute Letter of Credit is not extended or a new letter of credit is not issued in substitution for the Substitute Letter of Credit, holders of the Bonds are required to tender their Bonds for repurchase and the trustee for the Bonds is required pursuant to the terms of the indenture governing the Bonds to draw down the Substitute Letter of Credit to fund the repurchase of the Bonds. The Substitute Letter of Credit requires that the Bonds remain in the daily or weekly interest rate mode. | ||||||||
Revolving Line of Credit | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Amount borrowed under revolving line of credit | $ | — | $ | 10,986 | ||||
Maximum available to be borrowed under revolving line of credit | $ | 35,975 | $ | 29,014 | ||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | |||||||||||||||
Sep. 30, 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 expired on January 31, 2014 with the option for a one year extension, which the Company extended. 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. | ||||||||||||||||
Summary of Related Party Balances - Condensed Consolidated Statements of Operations | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of goods sold – Biodiesel | $ | 10,490 | $ | 12,057 | $ | 31,919 | $ | 37,198 | ||||||||
Selling, general and administrative expenses | $ | 4 | $ | — | $ | 43 | $ | 2 | ||||||||
Interest expense | $ | 1 | $ | 2 | $ | 2 | $ | 30 | ||||||||
Summary of Related Party Balances - Condensed Consolidated Balance Sheets | ||||||||||||||||
As of | As of | |||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Accounts receivable | $ | 141 | $ | 426 | ||||||||||||
Other assets | $ | — | $ | 35 | ||||||||||||
Accounts payable | $ | 570 | $ | 552 | ||||||||||||
Derivative_Instruments
Derivative Instruments | 9 Months Ended | |||||||||||||||||
Sep. 30, 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 Sheets. Unrealized gains and losses are recognized as a component of biodiesel costs of goods sold reflected in current results of operations. As of September 30, 2014, the Company had 2,255 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 Sheets. The following table sets forth the fair value of the Company's commodity contract derivatives and amounts that offset within the Condensed Consolidated Balance Sheets: | ||||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||||
Assets | Liabilities | Assets | Liabilities | |||||||||||||||
Gross amounts of derivatives recognized at fair value | $ | 11,019 | $ | 210 | $ | 325 | $ | 546 | ||||||||||
Cash collateral | 3,763 | 503 | 13,896 | — | ||||||||||||||
Total gross amount recognized | 14,782 | 713 | 14,221 | 546 | ||||||||||||||
Gross amounts offset | (713 | ) | (713 | ) | (546 | ) | (546 | ) | ||||||||||
Net amount reported in the condensed consolidated balance sheet | $ | 14,069 | $ | — | $ | 13,675 | $ | — | ||||||||||
The following table sets forth the pre-tax gains (losses) included in the Condensed Consolidated Statements of Operations: | ||||||||||||||||||
Location of Gain (Loss) | Three Months | Three Months | Nine Months | Nine Months | ||||||||||||||
Recognized in income | Ended | Ended | Ended | Ended | ||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||
Commodity derivatives | Cost of goods sold – Biodiesel | $ | 19,249 | $ | (11,209 | ) | $ | 15,811 | $ | (3,170 | ) | |||||||
Fair_Value_Measurement
Fair Value Measurement | 9 Months Ended | |||||||||||||||
Sep. 30, 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 September 30, 2014 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market funds | $ | 561 | $ | 561 | $ | — | $ | — | ||||||||
Certificates of deposit | 11,668 | — | 11,668 | — | ||||||||||||
Commercial paper | 19,476 | — | 19,476 | — | ||||||||||||
Commercial notes/bonds | 30,234 | — | 30,234 | — | ||||||||||||
Commodity contract derivatives | 10,809 | 3,264 | 7,545 | — | ||||||||||||
Contingent consideration for LS9 acquisition | (15,474 | ) | — | — | (15,474 | ) | ||||||||||
Contingent consideration for Dynamic Fuels acquisition | (29,033 | ) | — | — | (29,033 | ) | ||||||||||
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): | ||||||||||||||||
Contingent Consideration for LS9 Acquisition | Contingent Consideration for Dynamic Fuels Acquisition | |||||||||||||||
Beginning balance - January 1, 2014 | $ | — | $ | — | ||||||||||||
Fair value of contingent liability recorded at measurement date | 17,050 | — | ||||||||||||||
Ending balance - March 31, 2014 | 17,050 | — | ||||||||||||||
Fair value of contingent liability recorded at measurement date | — | 28,900 | ||||||||||||||
Change in estimates included in earnings | (384 | ) | — | |||||||||||||
Settlements | — | — | ||||||||||||||
Ending balance - June 30, 2014 | 16,666 | 28,900 | ||||||||||||||
Change in estimates included in earnings | (1,192 | ) | 133 | |||||||||||||
Settlements | — | — | ||||||||||||||
Ending balance - September 30, 2014 | $ | 15,474 | $ | 29,033 | ||||||||||||
The estimated fair values of the Company’s financial instruments, which are not recorded at fair value, are as follows: | ||||||||||||||||
As of September 30, 2014 | As of December 31, 2013 | |||||||||||||||
Asset (Liability) | Fair Value | Asset (Liability) | Fair Value | |||||||||||||
Carrying | Carrying | |||||||||||||||
Amount | Amount | |||||||||||||||
Financial liabilities: | ||||||||||||||||
Debt and lines of credit | $ | (247,600 | ) | $ | (247,915 | ) | $ | (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 the LS9 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 8.0% discount rate is used to estimate the fair value of the expected payments. | ||||||||||||||||
The fair value of the Dynamic Fuels 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 the achievement of certain milestones related to the sale of renewable hydrocarbon diesel at the REG Geismar's production facility. A 5.8% discount rate is used to estimate the fair value of the expected payments. | ||||||||||||||||
Debt 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 | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Net Income Per Share | ' | |||||||||||||||
NET INCOME PER SHARE | ||||||||||||||||
Basic net income 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 restricted stock units (RSUs). | ||||||||||||||||
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, stock appreciation rights and convertible notes 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 per share attributable to common stockholders during the periods presented as the effect was anti-dilutive: | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Options to purchase common stock | 87,026 | 87,026 | 87,026 | 87,026 | ||||||||||||
Restricted stock units | — | — | — | — | ||||||||||||
Stock appreciation rights | 1,137,743 | 314,036 | 1,401,144 | 1,194,477 | ||||||||||||
Warrants to purchase common stock | — | — | 17,916 | — | ||||||||||||
Convertible notes | 10,838,218 | — | 4,764,052 | — | ||||||||||||
Total | 12,062,987 | 401,062 | 6,270,138 | 1,281,503 | ||||||||||||
The following table presents the calculation of diluted net income per share: | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net income attributable to the Company’s common stockholders - Basic | $ | 4,504 | $ | 78,462 | $ | 13,362 | $ | 133,958 | ||||||||
Plus: change in undistributed dividends allocated to preferred stockholders | — | 147 | — | 147 | ||||||||||||
Plus: distributed dividends to Preferred Stockholders | — | 258 | 40 | 1,848 | ||||||||||||
Plus (Less): effect of participating securities | — | (355 | ) | (406 | ) | (1,992 | ) | |||||||||
Net income available to common stockholders - Dilutive | $ | 4,504 | $ | 78,512 | $ | 12,996 | $ | 133,961 | ||||||||
Shares: | ||||||||||||||||
Weighted-average shares used to compute basic net income per share | 42,374,768 | 33,790,034 | 40,216,467 | 31,918,951 | ||||||||||||
Adjustment to reflect warrants to purchase common stock | 17,916 | 4,533 | — | 269 | ||||||||||||
Adjustment to reflect stock appreciation right conversions | 39,321 | 221,909 | 12,462 | 4,977 | ||||||||||||
Weighted-average shares used to compute diluted net income per share | 42,432,005 | 34,016,476 | 40,228,929 | 31,924,197 | ||||||||||||
Net income per share attributable to common stockholders: | ||||||||||||||||
Diluted | $ | 0.11 | $ | 2.31 | $ | 0.32 | $ | 4.2 | ||||||||
Reportable_Segments
Reportable Segments | 9 Months Ended | |||||||||||||||
Sep. 30, 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. 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 biomass-based diesel. The Biodiesel segment also includes the Company’s purchases and resale of biomass-based diesel produced by third parties. Revenues are derived from the purchases and sales of biomass-based diesel and raw material feedstocks acquired from third parties, sales of biomass-based diesel produced under toll manufacturing arrangements with third party facilities, sales of processed biomass-based diesel 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 biomass-based diesel 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 | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenues: | ||||||||||||||||
Biodiesel | $ | 384,126 | $ | 458,429 | $ | 935,997 | $ | 1,107,443 | ||||||||
Services | 25,422 | 17,854 | 72,012 | 46,809 | ||||||||||||
Intersegment revenues | (25,290 | ) | (17,839 | ) | (71,793 | ) | (46,705 | ) | ||||||||
$ | 384,258 | $ | 458,444 | $ | 936,216 | $ | 1,107,547 | |||||||||
Income (loss) before income taxes: | ||||||||||||||||
Biodiesel | $ | 22,603 | $ | 57,854 | $ | 49,278 | $ | 194,770 | ||||||||
Services | 112 | (5 | ) | 152 | (45 | ) | ||||||||||
Corporate and other (a) | (18,391 | ) | (13,197 | ) | (48,484 | ) | (35,037 | ) | ||||||||
$ | 4,324 | $ | 44,652 | $ | 946 | $ | 159,688 | |||||||||
Depreciation and amortization expense, net: | ||||||||||||||||
Biodiesel | $ | 3,509 | $ | 2,214 | $ | 8,934 | $ | 5,854 | ||||||||
Services | 55 | 35 | 148 | 86 | ||||||||||||
Corporate and other (a) | 335 | 237 | 856 | 669 | ||||||||||||
$ | 3,899 | $ | 2,486 | $ | 9,938 | $ | 6,609 | |||||||||
Cash paid for purchases of property, plant and equipment: | ||||||||||||||||
Biodiesel | $ | 9,749 | $ | 8,363 | $ | 40,655 | $ | 26,573 | ||||||||
Services | 12 | 30 | 643 | 504 | ||||||||||||
Corporate and other (a) | 3,508 | 335 | 4,281 | 1,708 | ||||||||||||
$ | 13,269 | $ | 8,728 | $ | 45,579 | $ | 28,785 | |||||||||
As of | As of | |||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Assets: | ||||||||||||||||
Biodiesel | $ | 801,106 | $ | 444,945 | ||||||||||||
Services | 21,036 | 20,542 | ||||||||||||||
Corporate and other (b) | 233,542 | 275,368 | ||||||||||||||
$ | 1,055,684 | $ | 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 | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
COMMITMENTS AND CONTINGENCIES | ||||
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. | ||||
The Company has entered into contracts for supplies of hydrogen, nitrogen and utilities for the REG Geismar production facility and natural gas for REG Albert Lea. The following table outlines the minimum take or pay requirement related to the purchase of hydrogen, nitrogen, utilities and natural gas. | ||||
October 1, 2014 through December 31, 2014 | $ | 958 | ||
2015 | 3,857 | |||
2016 | 3,857 | |||
2017 | 3,857 | |||
2018 | 3,784 | |||
2019 and thereafter | 19,591 | |||
Total | $ | 35,904 | ||
As of September 30, 2014, REG Geismar relies on one supplier to provide hydrogen necessary to execute the production process. Any disruptions to the hydrogen supply from this supplier will result in the shutdown of the REG Geismar plant operations. The Company is currently seeking additional hydrogen suppliers for the REG Geismar facility. | ||||
****** |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Restricted Cash | ' |
Restricted Cash | |
Restricted cash consists of $101,315 of cash, which is held in a certificate of deposit and pledged to Bank of America, who issued a letter of credit on the Company's behalf to support the payments on the Company's GOZone Bonds. In addition, $3,500 is held in a certificate of deposit and pledged to Bank of America, who issued a letter of credit to support REG Energy Services' trade activities as of September 30, 2014. There was no restricted cash balance at December 31, 2013. For additional information, see "Note 9 - Debt". The Company classifies restricted cash between current and non-current assets based on the length of time of the restricted use. | |
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 September 30, 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. There were no gross realized gains and losses on available-for-sale securities during the three and nine months ended September 30, 2014 and 2013. | |
Inventories | ' |
Inventories | |
Inventories are valued at the lower of cost or market. Lower of cost or market adjustments amounting to $1,051 and $0 were made to the inventory values reported as of September 30, 2014 and December 31, 2013, respectively. Cost is determined based on the first-in, first-out method. | |
Goodwill | ' |
Goodwill | |
Goodwill is tested for impairment annually on July 31 or when impairment indicators exist. Goodwill is allocated and tested for impairment by reporting units. The analysis is based on a comparison of the carrying value of the reporting unit to its fair value, determined utilizing both a discounted cash flow methodology and a market comparable methodology. The determination of whether or not the asset has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the Company’s reporting units. Changes in estimates of future cash flows caused by items such as unforeseen events or sustained unfavorable changes in market conditions could negatively affect the fair value of the reporting unit’s goodwill asset and result in an impairment charge. The annual impairment test determined that the fair value of the biodiesel reporting unit exceeded its carrying value by approximately 7% and the services reporting unit exceeded its carrying value by approximately 66%. There have been no impairment indicators in the first nine months of 2014 that would indicate that an additional assessment needs be taken. | |
Contingent Consideration for Acquisitions | ' |
Contingent Consideration for Acquisitions | |
Contingent considerations in a purchase business combination are established at the time of the acquisition (See "Note 3 - Acquisitions and Equity Transactions"). The contingent consideration is adjusted to fair value at each reporting period. The change in fair value is included in change in fair value of contingent consideration on the Condensed Consolidated Statements of Operations. | |
Research and Development Costs | ' |
Research and Development Costs | |
Research and development (R&D) costs are charged to expense as incurred and included in Selling, General and Administrative expenses on the Condensed Consolidated Statements of Operations. R&D expense was $2,810 and $7,900 for the three and nine months ended September 30, 2014, respectively, and $79 and $153 for the three and nine months ended September 30, 2013, respectively. In process research and development (IPR&D) assets acquired in connection with acquisitions 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. | |
Convertible Debt | ' |
Convertible Debt | |
In June 2014, the Company issued $143,750 in convertible senior notes. Applicable authoritative accounting guidance requires that the conversion feature be assigned a fair value and that that feature reduce the initial recorded value of the liability component of the convertible senior notes. This conversion feature is recorded in equity on a net of tax basis. The discount on the liability component is being amortized through interest expense until the maturity date of June 15, 2019. See "Note 9 - Debt" for further descriptions of the transaction. | |
Capped Call Transaction | ' |
Capped Call Transaction | |
In connection with the issuance of the convertible senior notes, the Company entered into capped call transactions. The purchased capped call transactions were recorded as a reduction to common stock-additional paid-in-capital. Because this was considered to be an equity transaction and qualifies for the derivative scope exception, no future changes in the fair value of the capped call will be recorded by the Company. | |
Income Taxes | ' |
Income Taxes | |
The tax benefit for the nine months ended September 30, 2014 was mainly attributable to the acquisition of Syntroleum and Dynamic Fuels. Specifically, in connection with the acquisition of Syntroleum and Dynamic Fuels, the Company acquired a net deferred tax liability of $7,278 that will produce future taxable income. The increase in the gross deferred tax liability resulted in a reduction to the Company's valuation allowance which was recognized as a tax benefit discretely in the quarter ended June 30, 2014. | |
Under the rules prescribed by Internal Revenue Code (IRC) Section 382 and applicable regulations, if certain transactions occur with respect to an entity's capital stock that result in a cumulative ownership shift of more than 50% by 5% stockholders over a testing period, annual limitations are imposed with respect to the entity's ability to utilize its net operating loss carryforwards. During the nine months ended September 30, 2014, the Company recorded an increase to the deferred tax assets for net operating loss carryforwards from Syntroleum of approximately $22,600 on a pre-tax basis (after IRC Section 382 limitation). IRC Section 382 limits the Company's ability to realize these net operating losses, which begin to expire in 2018 and, accordingly, the Company has recorded a full valuation allowance on the net operating loss carryforwards. As described in Note 3, the Company has not completed its accounting for the business combinations related to the Syntroleum and Dynamic Fuels acquisitions, and we continue to assess the recognition, measurement, and realizability of these deferred tax assets, and any changes thereto will be recorded in the accounting for the business combination. | |
New Accounting Pronouncements | ' |
New Accounting Standards | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers: Summary and Amendments that Create Revenue from Contracts with Customers and Other Assets and Deferred Costs—Contracts with Customers. The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the codification. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2016. The Company is currently still assessing the impact that this guidance will have on its consolidated financial statements. |
Acquisitions_and_Equity_Transa1
Acquisitions and Equity Transactions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Schedule of Business Acquisitions | ' | |||||||||||||||
The following table summarizes the consideration paid for Syntroleum. | ||||||||||||||||
June 3, 2014 | ||||||||||||||||
Consideration at fair value for Syntroleum: | ||||||||||||||||
Common stock | $ | 34,831 | ||||||||||||||
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 | ||||||||||||||
June 6, 2014 | ||||||||||||||||
Consideration at fair value for Dynamic Fuels: | ||||||||||||||||
Cash | $ | 16,447 | ||||||||||||||
Contingent consideration | 28,900 | |||||||||||||||
Total | $ | 45,347 | ||||||||||||||
The following table summarizes the amount of assets acquired and liabilities assumed at the acquisition date for the combined acquisition of Syntroleum and Dynamic Fuels: | ||||||||||||||||
6-Jun-14 | ||||||||||||||||
Assets (liabilities) acquired of Syntroleum and Dynamic Fuels: | ||||||||||||||||
Cash | $ | 253 | ||||||||||||||
Other current assets | 4,666 | |||||||||||||||
Property, plant and equipment | 122,827 | |||||||||||||||
Goodwill | 55,762 | |||||||||||||||
Intangible assets | 8,900 | |||||||||||||||
Other noncurrent assets | 10,281 | |||||||||||||||
Other current liabilities | (1,180 | ) | ||||||||||||||
Deferred tax liabilities | (7,278 | ) | ||||||||||||||
Debt | (113,553 | ) | ||||||||||||||
Other noncurrent liabilities | (500 | ) | ||||||||||||||
Total | $ | 80,178 | ||||||||||||||
Acquisition, Pro Forma Information | ' | |||||||||||||||
The following pro forma condensed combined results of operations assume that LS9, Syntroleum and Dynamic Fuels acquisitions were completed as of January 1, 2013: | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues | $ | 384,258 | $ | 458,463 | $ | 936,759 | $ | 1,135,692 | ||||||||
Net income (loss) | 4,504 | 67,746 | (497 | ) | 131,688 | |||||||||||
Basic net income (loss) per share | $ | 0.11 | $ | 1.77 | $ | (0.01 | ) | $ | 3.54 | |||||||
Marketable_Securities_Tables
Marketable Securities (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 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 table summarizes the Company's marketable securities: | ||||||||||||||||||
As of September 30, 2014 | ||||||||||||||||||
Maturity | Gross Amortized Cost | Total Unrealized Gains | Total Unrealized Losses | Fair Value | ||||||||||||||
Commercial paper | Within one year | $ | 19,473 | $ | 7 | $ | (4 | ) | $ | 19,476 | ||||||||
Corporate bonds | Within one year | 30,243 | — | (9 | ) | 30,234 | ||||||||||||
Certificates of deposit | Within one year | 11,680 | — | (12 | ) | 11,668 | ||||||||||||
Total | $ | 61,396 | $ | 7 | $ | (25 | ) | $ | 61,378 | |||||||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories consist of the following: | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Raw materials | $ | 22,923 | $ | 13,393 | ||||
Work in process | 1,722 | 1,456 | ||||||
Finished goods | 24,737 | 70,965 | ||||||
Total | $ | 49,382 | $ | 85,814 | ||||
Prepaid_Expenses_and_Other_Ass1
Prepaid Expenses and Other Assets (Tables) | 9 Months Ended | |||||||
Sep. 30, 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: | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Commodity derivatives and related collateral, net | $ | 14,069 | $ | 13,675 | ||||
Prepaid expenses | 5,172 | 2,414 | ||||||
Deposits | 4,314 | 293 | ||||||
RIN inventory | 11,753 | 6,455 | ||||||
Income taxes receivable | 2,028 | 2,197 | ||||||
Other | 2,450 | 534 | ||||||
Total | $ | 39,786 | $ | 25,568 | ||||
Summary of other noncurrent assets | ' | |||||||
Other noncurrent assets consist of the following: | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Investments | $ | 10,003 | $ | 7,351 | ||||
Debt issuance costs (net of accumulated amortization of $1,207 and $715, respectively) | 4,837 | 832 | ||||||
Spare parts inventory | 3,671 | 3,671 | ||||||
Deposits | 3,870 | — | ||||||
Other | 6,975 | 526 | ||||||
Total | $ | 29,356 | $ | 12,380 | ||||
Goodwill_Tables
Goodwill (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 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 nine months ended September 30, 2014: | ||||||||||||
Biodiesel | Services | Total | ||||||||||
Balance, December 31, 2013 | $ | 68,784 | $ | 16,080 | $ | 84,864 | ||||||
Acquisitions | 90,608 | — | 90,608 | |||||||||
Balance, September 30, 2014 | $ | 159,392 | $ | 16,080 | $ | 175,472 | ||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Components of Intangible assets | ' | |||||||||||||
Intangible assets consist of the following: | ||||||||||||||
30-Sep-14 | ||||||||||||||
Cost | Accumulated Amortization | Net | Weighted Average Remaining Life | |||||||||||
Raw material supply agreement | $ | 5,818 | $ | (1,017 | ) | $ | 4,801 | 11.3 years | ||||||
Renewable hydrocarbon diesel technology | 8,300 | (184 | ) | 8,116 | 14.8 years | |||||||||
Trademarks | 600 | (300 | ) | 300 | 0.3 years | |||||||||
Ground lease | 200 | (93 | ) | 107 | 7.1 years | |||||||||
Total amortizing intangibles | 14,918 | (1,594 | ) | 13,324 | ||||||||||
In-process research and development, indefinite lives | 15,956 | — | 15,956 | |||||||||||
Total intangible assets | $ | 30,874 | $ | (1,594 | ) | $ | 29,280 | |||||||
31-Dec-13 | ||||||||||||||
Cost | Accumulated Amortization | Net | Weighted Average Remaining Life | |||||||||||
Raw material supply agreement | $ | 5,502 | $ | (753 | ) | $ | 4,749 | 12.0 years | ||||||
Ground lease | 200 | (82 | ) | 118 | 7.9 years | |||||||||
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 2019 and thereafter is as follows: | ||||||||||||||
October 1, 2014 through December 31, 2014 | $ | 542 | ||||||||||||
2015 | 1,038 | |||||||||||||
2016 | 1,052 | |||||||||||||
2017 | 1,067 | |||||||||||||
2018 | 1,082 | |||||||||||||
2019 and thereafter | 8,543 | |||||||||||||
Total | $ | 13,324 | ||||||||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Company's Borrowings | ' | |||||||
The Company’s debt is as follows: | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Convertible debt | $ | 120,207 | $ | — | ||||
REG Geismar GOZone bonds | 100,000 | — | ||||||
REG Danville term loan | 2,113 | 5,626 | ||||||
REG Newton term loan | 15,524 | 18,143 | ||||||
REG Mason City term loan | 4,710 | 5,135 | ||||||
Other | 5,046 | 1,247 | ||||||
Total debt | $ | 247,600 | $ | 30,151 | ||||
Bell, LLC promissory note—variable interest entity | $ | — | $ | 4,029 | ||||
Revolving Line of Credit | ' | |||||||
Revolving Line of Credit | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Amount borrowed under revolving line of credit | $ | — | $ | 10,986 | ||||
Maximum available to be borrowed under revolving line of credit | $ | 35,975 | $ | 29,014 | ||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||||||
Summary of Related Party Transactions | ' | |||||||||||||||
Summary of Related Party Balances - Condensed Consolidated Statements of Operations | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of goods sold – Biodiesel | $ | 10,490 | $ | 12,057 | $ | 31,919 | $ | 37,198 | ||||||||
Selling, general and administrative expenses | $ | 4 | $ | — | $ | 43 | $ | 2 | ||||||||
Interest expense | $ | 1 | $ | 2 | $ | 2 | $ | 30 | ||||||||
Summary of Related Party Balances | ' | |||||||||||||||
Summary of Related Party Balances - Condensed Consolidated Balance Sheets | ||||||||||||||||
As of | As of | |||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Accounts receivable | $ | 141 | $ | 426 | ||||||||||||
Other assets | $ | — | $ | 35 | ||||||||||||
Accounts payable | $ | 570 | $ | 552 | ||||||||||||
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 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 Sheets: | ||||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||||
Assets | Liabilities | Assets | Liabilities | |||||||||||||||
Gross amounts of derivatives recognized at fair value | $ | 11,019 | $ | 210 | $ | 325 | $ | 546 | ||||||||||
Cash collateral | 3,763 | 503 | 13,896 | — | ||||||||||||||
Total gross amount recognized | 14,782 | 713 | 14,221 | 546 | ||||||||||||||
Gross amounts offset | (713 | ) | (713 | ) | (546 | ) | (546 | ) | ||||||||||
Net amount reported in the condensed consolidated balance sheet | $ | 14,069 | $ | — | $ | 13,675 | $ | — | ||||||||||
Summary of Derivative Financial Instruments by Location of Gain (Loss) | ' | |||||||||||||||||
The following table sets forth the pre-tax gains (losses) included in the Condensed Consolidated Statements of Operations: | ||||||||||||||||||
Location of Gain (Loss) | Three Months | Three Months | Nine Months | Nine Months | ||||||||||||||
Recognized in income | Ended | Ended | Ended | Ended | ||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||
Commodity derivatives | Cost of goods sold – Biodiesel | $ | 19,249 | $ | (11,209 | ) | $ | 15,811 | $ | (3,170 | ) | |||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 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 September 30, 2014 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market funds | $ | 561 | $ | 561 | $ | — | $ | — | ||||||||
Certificates of deposit | 11,668 | — | 11,668 | — | ||||||||||||
Commercial paper | 19,476 | — | 19,476 | — | ||||||||||||
Commercial notes/bonds | 30,234 | — | 30,234 | — | ||||||||||||
Commodity contract derivatives | 10,809 | 3,264 | 7,545 | — | ||||||||||||
Contingent consideration for LS9 acquisition | (15,474 | ) | — | — | (15,474 | ) | ||||||||||
Contingent consideration for Dynamic Fuels acquisition | (29,033 | ) | — | — | (29,033 | ) | ||||||||||
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): | ||||||||||||||||
Contingent Consideration for LS9 Acquisition | Contingent Consideration for Dynamic Fuels Acquisition | |||||||||||||||
Beginning balance - January 1, 2014 | $ | — | $ | — | ||||||||||||
Fair value of contingent liability recorded at measurement date | 17,050 | — | ||||||||||||||
Ending balance - March 31, 2014 | 17,050 | — | ||||||||||||||
Fair value of contingent liability recorded at measurement date | — | 28,900 | ||||||||||||||
Change in estimates included in earnings | (384 | ) | — | |||||||||||||
Settlements | — | — | ||||||||||||||
Ending balance - June 30, 2014 | 16,666 | 28,900 | ||||||||||||||
Change in estimates included in earnings | (1,192 | ) | 133 | |||||||||||||
Settlements | — | — | ||||||||||||||
Ending balance - September 30, 2014 | $ | 15,474 | $ | 29,033 | ||||||||||||
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 September 30, 2014 | As of December 31, 2013 | |||||||||||||||
Asset (Liability) | Fair Value | Asset (Liability) | Fair Value | |||||||||||||
Carrying | Carrying | |||||||||||||||
Amount | Amount | |||||||||||||||
Financial liabilities: | ||||||||||||||||
Debt and lines of credit | $ | (247,600 | ) | $ | (247,915 | ) | $ | (45,166 | ) | $ | (45,094 | ) |
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 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 per share attributable to common stockholders during the periods presented as the effect was anti-dilutive: | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Options to purchase common stock | 87,026 | 87,026 | 87,026 | 87,026 | ||||||||||||
Restricted stock units | — | — | — | — | ||||||||||||
Stock appreciation rights | 1,137,743 | 314,036 | 1,401,144 | 1,194,477 | ||||||||||||
Warrants to purchase common stock | — | — | 17,916 | — | ||||||||||||
Convertible notes | 10,838,218 | — | 4,764,052 | — | ||||||||||||
Total | 12,062,987 | 401,062 | 6,270,138 | 1,281,503 | ||||||||||||
Calculation of diluted net income per share | ' | |||||||||||||||
The following table presents the calculation of diluted net income per share: | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net income attributable to the Company’s common stockholders - Basic | $ | 4,504 | $ | 78,462 | $ | 13,362 | $ | 133,958 | ||||||||
Plus: change in undistributed dividends allocated to preferred stockholders | — | 147 | — | 147 | ||||||||||||
Plus: distributed dividends to Preferred Stockholders | — | 258 | 40 | 1,848 | ||||||||||||
Plus (Less): effect of participating securities | — | (355 | ) | (406 | ) | (1,992 | ) | |||||||||
Net income available to common stockholders - Dilutive | $ | 4,504 | $ | 78,512 | $ | 12,996 | $ | 133,961 | ||||||||
Shares: | ||||||||||||||||
Weighted-average shares used to compute basic net income per share | 42,374,768 | 33,790,034 | 40,216,467 | 31,918,951 | ||||||||||||
Adjustment to reflect warrants to purchase common stock | 17,916 | 4,533 | — | 269 | ||||||||||||
Adjustment to reflect stock appreciation right conversions | 39,321 | 221,909 | 12,462 | 4,977 | ||||||||||||
Weighted-average shares used to compute diluted net income per share | 42,432,005 | 34,016,476 | 40,228,929 | 31,924,197 | ||||||||||||
Net income per share attributable to common stockholders: | ||||||||||||||||
Diluted | $ | 0.11 | $ | 2.31 | $ | 0.32 | $ | 4.2 | ||||||||
Reportable_Segments_Tables
Reportable Segments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment for the Results of Operations | ' | |||||||||||||||
The following table represents the significant items by reportable segment: | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net revenues: | ||||||||||||||||
Biodiesel | $ | 384,126 | $ | 458,429 | $ | 935,997 | $ | 1,107,443 | ||||||||
Services | 25,422 | 17,854 | 72,012 | 46,809 | ||||||||||||
Intersegment revenues | (25,290 | ) | (17,839 | ) | (71,793 | ) | (46,705 | ) | ||||||||
$ | 384,258 | $ | 458,444 | $ | 936,216 | $ | 1,107,547 | |||||||||
Income (loss) before income taxes: | ||||||||||||||||
Biodiesel | $ | 22,603 | $ | 57,854 | $ | 49,278 | $ | 194,770 | ||||||||
Services | 112 | (5 | ) | 152 | (45 | ) | ||||||||||
Corporate and other (a) | (18,391 | ) | (13,197 | ) | (48,484 | ) | (35,037 | ) | ||||||||
$ | 4,324 | $ | 44,652 | $ | 946 | $ | 159,688 | |||||||||
Depreciation and amortization expense, net: | ||||||||||||||||
Biodiesel | $ | 3,509 | $ | 2,214 | $ | 8,934 | $ | 5,854 | ||||||||
Services | 55 | 35 | 148 | 86 | ||||||||||||
Corporate and other (a) | 335 | 237 | 856 | 669 | ||||||||||||
$ | 3,899 | $ | 2,486 | $ | 9,938 | $ | 6,609 | |||||||||
Cash paid for purchases of property, plant and equipment: | ||||||||||||||||
Biodiesel | $ | 9,749 | $ | 8,363 | $ | 40,655 | $ | 26,573 | ||||||||
Services | 12 | 30 | 643 | 504 | ||||||||||||
Corporate and other (a) | 3,508 | 335 | 4,281 | 1,708 | ||||||||||||
$ | 13,269 | $ | 8,728 | $ | 45,579 | $ | 28,785 | |||||||||
As of | As of | |||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||
Assets: | ||||||||||||||||
Biodiesel | $ | 801,106 | $ | 444,945 | ||||||||||||
Services | 21,036 | 20,542 | ||||||||||||||
Corporate and other (b) | 233,542 | 275,368 | ||||||||||||||
$ | 1,055,684 | $ | 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 (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Contractual Obligation, Fiscal Year Maturity Schedule | ' | |||
The following table outlines the minimum take or pay requirement related to the purchase of hydrogen, nitrogen, utilities and natural gas. | ||||
October 1, 2014 through December 31, 2014 | $ | 958 | ||
2015 | 3,857 | |||
2016 | 3,857 | |||
2017 | 3,857 | |||
2018 | 3,784 | |||
2019 and thereafter | 19,591 | |||
Total | $ | 35,904 | ||
Basis_of_Presentation_and_Natu1
Basis of Presentation and Nature of the Business (Details) | Sep. 30, 2014 |
gal | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Production Capacity Per Year | 332,000,000 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Restricted cash | $104,815 | ' | $104,815 | ' | $0 |
Inventory Adjustments | 1,051 | ' | 1,051 | ' | 0 |
Research and Development Expense | 2,810 | 79 | 7,900 | 153 | ' |
Convertible senior notes | 143,750 | ' | 143,750 | ' | ' |
Dynamic Fuels, LLC | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Restricted cash | 101,315 | ' | 101,315 | ' | ' |
REG Energy Services | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Restricted cash | 3,500 | ' | 3,500 | ' | ' |
Syntroleum Corporation and Dynamic Fuels, LLC | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Net deferred tax liability | 7,278 | ' | 7,278 | ' | ' |
Syntroleum Corporation | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Net operating loss carryforward | $22,600 | ' | $22,600 | ' | ' |
Biodiesel | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Minimum percentage of increase in fair value of goodwill over carrying value | ' | ' | 7.00% | ' | ' |
Services | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Minimum percentage of increase in fair value of goodwill over carrying value | ' | ' | 66.00% | ' | ' |
Acquisitions_and_Equity_Transa2
Acquisitions and Equity Transactions (Details) (USD $) | 9 Months Ended | 1 Months Ended | 0 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Jan. 22, 2014 | Sep. 30, 2014 | Jun. 03, 2014 | Jun. 06, 2014 | Sep. 30, 2014 | Jun. 06, 2014 |
LS9, Inc. | LS9, Inc. | Syntroleum Corporation | Dynamic Fuels, LLC | Syntroleum Corporation and Dynamic Fuels, LLC | Syntroleum Corporation and Dynamic Fuels, LLC | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | $15,275 | ' | ' | $16,447 | ' | ' |
Common stock | 61,085 | ' | 26,254 | ' | 34,831 | ' | ' | ' |
Contingent consideration | 39,411 | 0 | 17,050 | 15,474 | ' | 28,900 | 29,033 | ' |
Total | ' | ' | 58,579 | ' | ' | 45,347 | ' | ' |
Assets (liabilities) acquired: | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | ' | ' | ' | 253 |
Other current assets | ' | ' | ' | ' | ' | ' | ' | 4,666 |
Property, plant and equipment | ' | ' | 8,215 | ' | ' | ' | ' | 122,827 |
Goodwill | 175,472 | 84,864 | 34,846 | ' | ' | ' | ' | 55,762 |
Intangible assets | ' | ' | 15,956 | ' | ' | ' | ' | 8,900 |
Other noncurrent assets | ' | ' | ' | ' | ' | ' | ' | 10,281 |
Other current liabilities | ' | ' | ' | ' | ' | ' | ' | -1,180 |
Deferred tax liabilities | ' | ' | ' | ' | ' | ' | ' | -7,278 |
Debt | -113,553 | ' | ' | ' | ' | ' | ' | -113,553 |
Other noncurrent liabilities | ' | ' | -438 | ' | ' | ' | ' | -500 |
Total | ' | ' | $58,579 | ' | ' | ' | ' | $80,178 |
Acquisitions_and_Equity_Transa3
Acquisitions and Equity Transactions (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 211 Months Ended | 0 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Jan. 22, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 03, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 06, 2014 | Jul. 25, 2014 | Jul. 24, 2014 | Jun. 06, 2014 | Jun. 03, 2014 |
gal | gal | Tyson Foods | LS9, Inc. | LS9, Inc. | LS9, Inc. | Syntroleum Corporation | Syntroleum Corporation | Syntroleum Corporation and Dynamic Fuels, LLC | Syntroleum Corporation and Dynamic Fuels, LLC | Syntroleum Corporation and Dynamic Fuels, LLC | 416 S. Bell, LLC | 416 S. Bell, LLC | Dynamic Fuels, LLC | Dynamic Fuels, LLC | ||||
Tyson Foods | Syntroleum Corporation | Syntroleum Corporation | ||||||||||||||||
gal | ||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock issued | ' | ' | ' | ' | ' | ' | 2,230,559 | ' | ' | 3,493,613 | ' | ' | ' | ' | ' | ' | ' | ' |
LS9 Earnout Payments | ' | ' | ' | ' | ' | ' | $21,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LS9 Earnout Payment, Period | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,553 | ' | ' | ' | ' |
Fair Value Inputs, Discount Rate | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | 5.80% | ' | ' | ' | ' | ' | ' | ' |
Net loss | -4,572 | -86,703 | -13,220 | -156,236 | ' | ' | ' | 3,863 | 8,527 | ' | ' | -4,766 | -9,617 | ' | ' | ' | ' | ' |
Equity interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% |
Production Capacity Per Year | 332,000,000 | ' | 332,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000,000 |
Contingent consideration | 39,411 | ' | 39,411 | ' | 0 | 35,000 | 17,050 | 15,474 | 15,474 | ' | ' | 29,033 | 29,033 | ' | ' | ' | ' | ' |
Contingent liability, current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,096 | 5,096 | ' | ' | ' | ' | ' |
Revenue | 384,258 | 458,444 | 936,216 | 1,107,547 | ' | ' | ' | ' | ' | ' | ' | 262 | 312 | ' | ' | ' | ' | ' |
Income Tax Expense (Benefit) | 248 | 42,051 | 12,274 | -3,452 | ' | ' | ' | ' | ' | ' | ' | ' | 3,004 | ' | ' | ' | ' | ' |
Noncontrolling Interest, Decrease from Deconsolidation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% | ' | ' |
Cash | ' | ' | ' | ' | ' | ' | $15,275 | ' | ' | ' | ' | ' | ' | ' | $1,423 | ' | ' | ' |
Acquisitions_and_Equity_Transa4
Acquisitions and Equity Transactions (Details 1) (Syntroleum Corporation and Dynamic Fuels, LLC, USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Syntroleum Corporation and Dynamic Fuels, LLC | ' | ' | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' |
Revenues | $384,258 | $458,463 | $936,759 | $1,135,692 |
Net income | $4,504 | $67,746 | ($497) | $131,688 |
Basic net income (loss) per share | $0.11 | $1.77 | ($0.01) | $3.54 |
Marketable_Securities_Details
Marketable Securities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Gross Amortized Cost | $61,396 | ' |
Total Unrealized Gains | 7 | ' |
Total Unrealized Losses | -25 | ' |
Fair Value | 61,378 | 0 |
Commercial paper | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Gross Amortized Cost | 19,473 | ' |
Total Unrealized Gains | 7 | ' |
Total Unrealized Losses | -4 | ' |
Fair Value | 19,476 | ' |
Corporate bonds | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Gross Amortized Cost | 30,243 | ' |
Total Unrealized Gains | 0 | ' |
Total Unrealized Losses | -9 | ' |
Fair Value | 30,234 | ' |
Certificates of deposit | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Gross Amortized Cost | 11,680 | ' |
Total Unrealized Gains | 0 | ' |
Total Unrealized Losses | -12 | ' |
Fair Value | $11,668 | ' |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventories | ' | ' |
Raw materials | $22,923 | $13,393 |
Work in process | 1,722 | 1,456 |
Finished goods | 24,737 | 70,965 |
Total | $49,382 | $85,814 |
Prepaid_Expenses_and_Other_Ass2
Prepaid Expenses and Other Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Summary of prepaid expense and other assets | ' | ' |
Commodity derivatives and related collateral, net | $14,069 | $13,675 |
Prepaid expenses | 5,172 | 2,414 |
Deposits | 4,314 | 293 |
RIN inventory | 11,753 | 6,455 |
Income taxes receivable | 2,028 | 2,197 |
Other | 2,450 | 534 |
Total | $39,786 | $25,568 |
Prepaid_Expenses_and_Other_Ass3
Prepaid Expenses and Other Assets (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Other Assets [Abstract] | ' | ' |
Inventory reduced to lower of cost or market | $260 | $1,277 |
Accumulated amortization, debt issuance costs | $1,207 | $715 |
Prepaid_Expenses_and_Other_Ass4
Prepaid Expenses and Other Assets (Other Noncurrent Assets) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Investments | $10,003 | $7,351 |
Debt issuance costs (net of accumulated amortization of $1,207 and $715, respectively) | 4,837 | 832 |
Spare parts inventory | 3,671 | 3,671 |
Deposits | 3,870 | 0 |
Other | 6,975 | 526 |
Total | $29,356 | $12,380 |
Goodwill_Details
Goodwill (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Goodwill [Roll Forward] | ' |
Balance | $84,864 |
Acquisitions | 90,608 |
Balance | 175,472 |
Biodiesel | ' |
Goodwill [Roll Forward] | ' |
Balance | 68,784 |
Acquisitions | 90,608 |
Balance | 159,392 |
Services | ' |
Goodwill [Roll Forward] | ' |
Balance | 16,080 |
Acquisitions | 0 |
Balance | $16,080 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost, finite-lived | $14,918 | $5,702 |
Accumulated Amortization, finite-lived | -1,594 | -835 |
Total | 13,324 | 4,867 |
Cost, indefinite lived | 30,874 | 5,702 |
Accumulated Amortization, indefinite-lived | -1,594 | -835 |
Net, indefinite-lived | 29,280 | 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 | 5,818 | 5,502 |
Accumulated Amortization, finite-lived | -1,017 | -753 |
Total | 4,801 | 4,749 |
Weighted Average Remaining Life | '11 years 3 months | '12 years |
Renewable hydrocarbon diesel technology | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost, finite-lived | 8,300 | ' |
Accumulated Amortization, finite-lived | -184 | ' |
Total | 8,116 | ' |
Weighted Average Remaining Life | '14 years 9 months | ' |
Trademarks | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost, finite-lived | 600 | ' |
Accumulated Amortization, finite-lived | -300 | ' |
Total | 300 | ' |
Weighted Average Remaining Life | '0 years 3 months | ' |
Ground lease | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost, finite-lived | 200 | 200 |
Accumulated Amortization, finite-lived | -93 | -82 |
Total | $107 | $118 |
Weighted Average Remaining Life | '7 years 1 month 24 days | '7 years 10 months 24 days |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Estimated amortization expense | ' | ' |
October 1, 2014 through December 31, 2014 | $542 | ' |
2015 | 1,038 | ' |
2016 | 1,052 | ' |
2017 | 1,067 | ' |
2018 | 1,082 | ' |
2019 and thereafter | 8,543 | ' |
Total | $13,324 | $4,867 |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Intangible amortization expense | $583 | $89 | $760 | $236 |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Company's borrowings | ' | ' |
Total notes payable | $247,600 | $30,151 |
Convertible debt | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | 120,207 | 0 |
REG Geismar GOZone bonds | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | 100,000 | 0 |
REG Danville term loan | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | 2,113 | 5,626 |
REG Newton term loan | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | 15,524 | 18,143 |
REG Mason City term loan | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | 4,710 | 5,135 |
Other | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | 5,046 | 1,247 |
Bell, LLC promissory note—variable interest entity | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | $0 | $4,029 |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | |||||||
In Thousands, except Per Share data, unless otherwise specified | Jul. 08, 2014 | Sep. 30, 2014 | Jul. 08, 2014 | Oct. 31, 2008 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
GOZone Bonds | GOZone Bonds | GOZone Bonds | GOZone Bonds | Convertible debt | Convertible debt | Convertible debt | Convertible debt | Debt Instrument, Redemption, Period One | Debt Instrument, Redemption, Period Two | |
Subsidiary | Long-term Debt | Stockholders' Equity | Deferred Financing and Equity Costs | Convertible debt | Convertible debt | |||||
Dynamic Fuels, LLC | D | D | ||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of notes issued | ' | ' | $100,000 | ' | $143,750 | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | 2.75% | ' | ' | ' | ' | ' |
Conversion rate | ' | ' | ' | ' | 75.3963 | ' | ' | ' | ' | ' |
Initial conversion price | ' | ' | ' | ' | $13.26 | ' | ' | ' | ' | ' |
Threshold Trading Days | ' | ' | ' | ' | ' | ' | ' | ' | 20 | 5 |
Consecutive Trading Days | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | '5 days |
Threshold Percentage of Stock Price Trigger | ' | ' | ' | ' | ' | ' | ' | ' | 130.00% | 98.00% |
Principal conversion basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 |
Trading Day Observation Period | ' | ' | ' | ' | '80 days | ' | ' | ' | ' | ' |
Percentage of principal amount repurchased | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Effective interest rate | ' | 0.04% | ' | ' | 3.80% | ' | ' | ' | ' | ' |
Net proceeds from convertible debt | ' | ' | ' | ' | 143,750 | 118,719 | 25,031 | 4,563 | ' | ' |
Percentage of shares covered by capped call | ' | ' | ' | ' | 92.50% | ' | ' | ' | ' | ' |
Cap price | ' | ' | ' | ' | 16.02 | ' | ' | ' | ' | ' |
Value of purchased capped calls | ' | ' | ' | ' | 11,904 | ' | ' | ' | ' | ' |
Proceeds from issuance | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' |
Letter of Credit | ' | ' | 101,315 | ' | ' | ' | ' | ' | ' | ' |
Interest | $1,315 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Details_1
Debt (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Amount borrowed under revolving line of credit | $0 | $10,986 |
Maximum available to be borrowed under revolving line of credit | $35,975 | $29,014 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Summary of Related Party Transactions | ' | ' | ' | ' |
Cost of goods sold – Biodiesel | $10,490 | $12,057 | $31,919 | $37,198 |
West Central | ' | ' | ' | ' |
Summary of Related Party Transactions | ' | ' | ' | ' |
Cost of goods sold – Biodiesel | 10,490 | 12,057 | 31,919 | 37,198 |
Selling, general and administrative expenses | 4 | 0 | 43 | 2 |
Interest expense | $1 | $2 | $2 | $30 |
Related_Party_Transactions_Det1
Related Party Transactions (Details 1) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Summary of Related Party Balances | ' | ' |
Accounts receivable | $141 | $426 |
Other assets | 0 | 35 |
Accounts payable | 570 | 552 |
West Central | ' | ' |
Summary of Related Party Balances | ' | ' |
Accounts receivable | 141 | 426 |
Other assets | 0 | 35 |
Accounts payable | $570 | $552 |
Related_Party_Transactions_Det2
Related Party Transactions (Details Textual) (West Central, USD $) | 9 Months Ended |
Sep. 30, 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) | Sep. 30, 2014 |
Contract | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Open commodity contracts | 2,255 |
Derivative_Instruments_Details1
Derivative Instruments (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Gross amounts of derivatives recognized at fair value | $11,019 | $325 |
Cash collateral | 3,763 | 13,896 |
Total gross amount recognized | 14,782 | 14,221 |
Gross amounts offset | -713 | -546 |
Net amount reported in the condensed consolidated balance sheet | 14,069 | 13,675 |
Liabilities | ' | ' |
Gross amounts of derivatives recognized at fair value | 210 | 546 |
Cash collateral | 503 | 0 |
Total gross amount recognized | 713 | 546 |
Gross amounts offset | -713 | -546 |
Net amount reported in the condensed consolidated balance sheet | $0 | $0 |
Derivative_Instruments_Details2
Derivative Instruments (Details 1) (Cost of goods sold – Biodiesel, Commodity derivatives, USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Cost of goods sold – Biodiesel | Commodity derivatives | ' | ' | ' | ' |
Derivative Instruments Gain Loss [Line Items] | ' | ' | ' | ' |
Pre-tax gains (losses) included in the condensed consolidated statement of operations | $19,249 | ($11,209) | $15,811 | ($3,170) |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Commodity contract derivatives | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | ($10,809) | ($221) |
Commodity contract derivatives | Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | -3,264 | 0 |
Commodity contract derivatives | Level 2 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | -7,545 | -221 |
Commodity contract derivatives | Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | 0 | 0 |
Contingent consideration for acquisition | LS9, Inc. | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | -15,474 | ' |
Contingent consideration for acquisition | LS9, Inc. | Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | 0 | ' |
Contingent consideration for acquisition | LS9, Inc. | Level 2 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | 0 | ' |
Contingent consideration for acquisition | LS9, Inc. | Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | -15,474 | ' |
Contingent consideration for acquisition | Dynamic Fuels, LLC | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | -29,033 | ' |
Contingent consideration for acquisition | Dynamic Fuels, LLC | Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | 0 | ' |
Contingent consideration for acquisition | Dynamic Fuels, LLC | Level 2 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | 0 | ' |
Contingent consideration for acquisition | Dynamic Fuels, LLC | Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | -29,033 | ' |
Money market funds | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 561 | ' |
Money market funds | Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | 561 | ' |
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 | 11,668 | ' |
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 | 11,668 | ' |
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 | 19,476 | ' |
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 | 19,476 | ' |
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 | 30,234 | ' |
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 | 30,234 | ' |
Commercial notes/bonds | Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets, fair value | $0 | ' |
Fair_Value_Measurement_Details1
Fair Value Measurement (Details 1) (Contingent Consideration for Acquisition, USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 |
LS9, Inc. | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' |
Beginning balance | $16,666 | $17,050 | $0 |
Fair value of contingent liability recorded at measurement date | ' | 0 | 17,050 |
Change in estimates included in earnings | -1,192 | -384 | ' |
Settlements | 0 | 0 | ' |
Ending balance | 15,474 | 16,666 | 17,050 |
Dynamic Fuels, LLC | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' |
Beginning balance | 28,900 | 0 | 0 |
Fair value of contingent liability recorded at measurement date | ' | 28,900 | 0 |
Change in estimates included in earnings | 133 | 0 | ' |
Settlements | 0 | 0 | ' |
Ending balance | $29,033 | $28,900 | $0 |
Fair_Value_Measurement_Details2
Fair Value Measurement (Details 2) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Asset (Liability) Carrying Amount | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Debt and lines of credit | ($247,600) | ($45,166) |
Fair Value | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Debt and lines of credit | ($247,915) | ($45,094) |
Fair_Value_Measurement_Details3
Fair Value Measurement (Details Textual) | 9 Months Ended |
Sep. 30, 2014 | |
LS9, Inc. | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Fair Value Inputs, Discount Rate | 8.00% |
Dynamic Fuels, LLC | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Fair Value Inputs, Discount Rate | 5.80% |
Net_Income_Per_Share_Details
Net Income Per Share (Details) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Total | 12,062,987 | 401,062 | 6,270,138 | 1,281,503 |
Options to purchase common stock | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Total | 87,026 | 87,026 | 87,026 | 87,026 |
Warrants to purchase common stock | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Total | 0 | 0 | 17,916 | 0 |
Convertible notes | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Total | 10,838,218 | 0 | 4,764,052 | 0 |
Restricted stock units | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Total | 0 | 0 | 0 | 0 |
Stock appreciation rights | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Total | 1,137,743 | 314,036 | 1,401,144 | 1,194,477 |
Net_Income_Per_Share_Details_1
Net Income Per Share (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
NET INCOME ATTRIBUTABLE TO THE COMPANY’S COMMON STOCKHOLDERS | $4,504 | $78,462 | $13,362 | $133,958 |
Plus: change in undistributed dividends allocated to preferred stockholders | 0 | 147 | 0 | 147 |
Plus: distributed dividends to Preferred Stockholders | 0 | 258 | 40 | 1,848 |
Plus (Less): effect of participating securities | 0 | -355 | -406 | -1,992 |
Net income available to common stockholders - Dilutive | $4,504 | $78,512 | $12,996 | $133,961 |
Weighted-average shares used to compute basic net income per share | 42,374,768 | 33,790,034 | 40,216,467 | 31,918,951 |
Adjustment to reflect warrants to purchase common stock | 17,916 | 4,533 | 0 | 269 |
Adjustment to reflect stock appreciation right conversions | 39,321 | 221,909 | 12,462 | 4,977 |
Weighted-average shares used to compute diluted net income per share | 42,432,005 | 34,016,476 | 40,228,929 | 31,924,197 |
Diluted | $0.11 | $2.31 | $0.32 | $4.20 |
Reportable_Segments_Details
Reportable Segments (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | |||||
Net revenues: | $384,258 | $458,444 | $936,216 | $1,107,547 | ' | |||||
Income (loss) before income taxes: | 4,324 | 44,652 | 946 | 159,688 | ' | |||||
Depreciation and amortization expense, net: | 3,899 | 2,486 | 9,938 | 6,609 | ' | |||||
Cash paid for purchases of property, plant and equipment: | 13,269 | 8,728 | 45,579 | 28,785 | ' | |||||
Assets: | 1,055,684 | ' | 1,055,684 | ' | 740,855 | |||||
Intersegment revenues | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | |||||
Net revenues: | -25,290 | -17,839 | -71,793 | -46,705 | ' | |||||
Corporate and other | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | |||||
Income (loss) before income taxes: | -18,391 | [1] | -13,197 | [1] | -48,484 | [1] | -35,037 | [1] | ' | |
Depreciation and amortization expense, net: | 335 | [1] | 237 | [1] | 856 | [1] | 669 | [1] | ' | |
Cash paid for purchases of property, plant and equipment: | 3,508 | [1] | 335 | [1] | 4,281 | [1] | 1,708 | [1] | ' | |
Assets: | 233,542 | [2] | ' | 233,542 | [2] | ' | 275,368 | [2] | ||
Biodiesel | Segments | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | |||||
Net revenues: | 384,126 | 458,429 | 935,997 | 1,107,443 | ' | |||||
Income (loss) before income taxes: | 22,603 | 57,854 | 49,278 | 194,770 | ' | |||||
Depreciation and amortization expense, net: | 3,509 | 2,214 | 8,934 | 5,854 | ' | |||||
Cash paid for purchases of property, plant and equipment: | 9,749 | 8,363 | 40,655 | 26,573 | ' | |||||
Assets: | 801,106 | ' | 801,106 | ' | 444,945 | |||||
Services | Segments | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | |||||
Net revenues: | 25,422 | 17,854 | 72,012 | 46,809 | ' | |||||
Income (loss) before income taxes: | 112 | -5 | 152 | -45 | ' | |||||
Depreciation and amortization expense, net: | 55 | 35 | 148 | 86 | ' | |||||
Cash paid for purchases of property, plant and equipment: | 12 | 30 | 643 | 504 | ' | |||||
Assets: | $21,036 | ' | $21,036 | ' | $20,542 | |||||
[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_1
Commitments and Contingencies (Details) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
October 1, 2014 through December 31, 2014 | $958 |
2015 | 3,857 |
2016 | 3,857 |
2017 | 3,857 |
2018 | 3,784 |
2019 and thereafter | 19,591 |
Total | $35,904 |