Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 30, 2013 | |
Document Document And Entity Information [Line Items] | ' | ' |
Entity Registrant Name | 'Renewable Energy Group, Inc. | ' |
Entity Central Index Key | '0001463258 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 36,451,262 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $135,883 | $66,785 |
Accounts receivable, net (includes amounts owed by related parties of $425 and $771 as of September 30, 2013 and December 31, 2012, respectively) | 66,621 | 18,768 |
Inventories | 59,887 | 45,206 |
Deferred income taxes | ' | 2,512 |
Prepaid expenses and other assets | 39,985 | 15,812 |
Total current assets | 302,376 | 149,083 |
PROPERTY, PLANT AND EQUIPMENT, NET | 280,907 | 242,885 |
PROPERTY, PLANT AND EQUIPMENT, NET—VARIABLE INTEREST ENTITY | 5,233 | 5,405 |
GOODWILL | 84,864 | 84,864 |
DEFERRED INCOME TAXES | 22 | 969 |
OTHER ASSETS (includes amounts owed by related parties of $141 and $692 as of September 30, 2013 and December 31, 2012, respectively) | 12,392 | 12,578 |
TOTAL ASSETS | 685,794 | 495,784 |
CURRENT LIABILITIES: | ' | ' |
Current maturities of notes payable | 22,020 | 4,955 |
Current maturities of notes payable—variable interest entity | 296 | 283 |
Accounts payable (includes amounts owed to related parties of $268 and $2,950 as of September 30, 2013 and December 31, 2012, respectively) | 51,650 | 28,131 |
Accrued expenses and other liabilities | 10,156 | 6,475 |
Deferred income taxes | 5,413 | ' |
Deferred revenue | 987 | ' |
Total current liabilities | 90,522 | 39,844 |
UNFAVORABLE LEASE OBLIGATION | 8,188 | 9,035 |
NOTES PAYABLE | 9,366 | 27,776 |
NOTES PAYABLE—VARIABLE INTEREST ENTITY | 3,806 | 4,030 |
OTHER LIABILITIES | 6,945 | 7,292 |
Total liabilities | 118,827 | 87,977 |
COMMITMENTS AND CONTINGENCIES (Note 15) | ' | ' |
EQUITY: | ' | ' |
Common stock ($.0001 par value; 300,000,000 shares authorized; 35,677,946 and 30,559,935 shares outstanding at September 30, 2013 and December 31, 2012, respectively) | 4 | 3 |
Common stock—additional paid-in-capital | 347,397 | 273,989 |
Warrants—additional paid-in-capital | 147 | 147 |
Retained earnings | 208,211 | 53,823 |
Total paid-in-capital and retained earnings | 555,759 | 327,962 |
Treasury stock (484,660 and 462,985 shares outstanding at September 30, 2013 and December 31, 2012, respectively) | -3,356 | -3,198 |
Total stockholders’ equity | 552,403 | 324,764 |
TOTAL LIABILITIES AND EQUITY | 685,794 | 495,784 |
Series B Preferred Stock | ' | ' |
CURRENT LIABILITIES: | ' | ' |
SERIES B PREFERRED STOCK ($.0001 par value; 3,000,000 shares authorized; 525,617 and 2,995,106 shares outstanding at September 30, 2013 and December 31, 2012, respectively; redemption amount $13,140 and $74,878 at September 30, 2013 and December 31, 2012, respectively) | $14,564 | $83,043 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, except Share data, unless otherwise specified | ||||
Accounts receivable, amounts owed by related parties | $425 | [1] | $771 | [1] |
Other assets, amounts owed by related parties | 141 | [1] | 692 | [1] |
Accounts payable, amounts owed to related parties | $268 | [1] | $2,950 | [1] |
Common stock, par value | $0.00 | $0.00 | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||
Common stock, shares, outstanding | 35,677,946 | 30,559,935 | ||
Treasury stock, shares outstanding | 484,660 | 462,985 | ||
[1] | Represents balances with West Central |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
REVENUES: | ' | ' | ' | ' |
Biodiesel sales | $399,226 | $320,999 | $859,058 | $774,814 |
Biodiesel sales – related parties | ' | 6 | ' | 6 |
Biodiesel government incentives | 59,203 | 1,868 | 248,385 | 8,070 |
Total biodiesel sales | 458,429 | 322,873 | 1,107,443 | 782,890 |
Services | 15 | 39 | 104 | 196 |
Total revenues | 458,444 | 322,912 | 1,107,547 | 783,086 |
COSTS OF GOODS SOLD: | ' | ' | ' | ' |
Biodiesel | 388,518 | 308,445 | 875,475 | 689,914 |
Biodiesel—related parties | 12,057 | 11,633 | 37,198 | 42,199 |
Services | 20 | 43 | 149 | 199 |
Total cost of goods sold | 400,595 | 320,121 | 912,822 | 732,312 |
GROSS PROFIT | 57,849 | 2,791 | 194,725 | 50,774 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (includes related party amounts of $0 and $2 for the three and nine months ended September 30, 2013, respectively, and $2 and $154 for the three and nine months ended September 30, 2012, respectively) | 12,686 | 9,902 | 33,556 | 33,878 |
INCOME (LOSS) FROM OPERATIONS | 45,163 | -7,111 | 161,169 | 16,896 |
OTHER INCOME (EXPENSE), NET: | ' | ' | ' | ' |
Change in fair value of preferred stock conversion embedded derivative | ' | ' | ' | 11,975 |
Change in fair value of Seneca Holdco liability | ' | ' | ' | 349 |
Other income | 66 | 56 | 276 | 121 |
Interest expense (includes related party amounts of $2 and $30 for the three and nine months ended September 30, 2013, respectively, and $1 and $22 for the three and nine months ended September 30, 2012, respectively) | -577 | -1,150 | -1,757 | -3,262 |
Total other income (expenses) | -511 | -1,094 | -1,481 | 9,183 |
INCOME (LOSS) BEFORE INCOME TAXES | 44,652 | -8,205 | 159,688 | 26,079 |
INCOME TAX BENEFIT (EXPENSE) | 42,051 | 2,165 | -3,452 | -3,669 |
NET INCOME (LOSS) | 86,703 | -6,040 | 156,236 | 22,410 |
EFFECTS OF RECAPITALIZATION | ' | ' | ' | 39,107 |
LESS—ACCRETION OF SERIES A PREFERRED STOCK TO REDEMPTION VALUE | 0 | 0 | 0 | -1,808 |
LESS—CHANGE IN UNDISTRIBUTED DIVIDENDS ALLOCATED TO PREFERRED STOCKHOLDERS | -147 | -862 | -147 | -1,685 |
LESS—DISTRIBUTED DIVIDENDS TO PREFERRED STOCKHOLDERS | -258 | ' | -1,848 | -1,470 |
LESS—EFFECT OF PARTICIPATING PREFERRED STOCK | -6,455 | ' | -18,010 | -8,952 |
LESS—EFFECT OF PARTICIPATING SHARE-BASED AWARDS | -1,381 | ' | -2,273 | -3,145 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON STOCKHOLDERS | $78,462 | ($6,902) | $133,958 | $44,457 |
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: | ' | ' | ' | ' |
BASIC | $2.32 | ($0.24) | $4.20 | $1.60 |
DILUTED | $2.31 | ($0.24) | $4.20 | $0.28 |
WEIGHTED AVERAGE SHARES USED TO COMPUTE NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: | ' | ' | ' | ' |
BASIC | 33,790,034 | 29,292,349 | 31,918,951 | 27,729,676 |
DILUTED | 34,016,476 | 29,292,349 | 31,924,197 | 33,676,699 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Operations (Parenthetical) (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement Condensed Consolidated Statements Of Operations Parenthetical Unaudited [Line Items] | ' | ' | ' | ' |
Selling, general and administrative expenses related parties amounts | $0 | $2 | $2 | $154 |
Interest expense related parties amounts | $2 | $1 | $30 | $22 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Redeemable Preferred Stock and Equity (Unaudited) (USD $) | Total | Redeemable Preferred Stock | Common Stock | Common Stock | Common Class A | Common Stock Additional Paid in Capital | Warrants Additional Paid in Capital | Retained Earnings | Treasury Stock |
In Thousands, except Share data | USD ($) | USD ($) | Unspecified Class | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |
USD ($) | |||||||||
Beginning Balance at Dec. 31, 2011 | $120,576 | $147,779 | ' | ' | $1 | $80,747 | $3,698 | $36,528 | ($398) |
Beginning Balance, shares at Dec. 31, 2011 | ' | 13,455,522 | ' | ' | 13,962,155 | ' | ' | ' | ' |
Derecognition of Series A Preferred Stock | ' | -149,587 | ' | ' | ' | ' | ' | ' | ' |
Derecognition of Series A Preferred Stock, shares | ' | -13,455,522 | ' | ' | ' | ' | ' | ' | ' |
Issuance of Series B Preferred Stock and common stock | 108,245 | 83,165 | ' | ' | 1 | 111,795 | -3,551 | ' | ' |
Issuance of Series B Preferred Stock and common stock, shares | ' | 2,999,493 | ' | ' | 7,660,612 | ' | ' | ' | ' |
Issuance of common stock in initial public offering, net of issue cost of $8,780 | 59,919 | ' | ' | 1 | ' | 59,918 | ' | ' | ' |
Issuance of common stock in initial public offering, net of issue cost of $8,780, shares | ' | ' | 7,200,000 | ' | -342,860 | ' | ' | ' | ' |
Issuance of common stock | 3,958 | ' | ' | ' | ' | 3,958 | ' | ' | ' |
Issuance of common stock, shares | ' | ' | ' | ' | 318,501 | ' | ' | ' | ' |
Conversion of Class A common stock/Series B Preferred Stock to common stock | ' | ' | ' | 2 | -2 | ' | ' | ' | ' |
Conversion of Class A common stock/Series B Preferred Stock to common stock, Shares | ' | ' | 21,598,408 | ' | -21,598,408 | ' | ' | ' | ' |
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased) | -2,676 | ' | ' | ' | ' | ' | ' | ' | -2,676 |
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased), Shares | ' | ' | 823,795 | ' | ' | ' | ' | ' | ' |
Stock compensation expense | 12,687 | ' | ' | ' | ' | 12,687 | ' | ' | ' |
Accretion of Series A Preferred Stock to redemption value | -1,808 | 1,808 | ' | ' | ' | ' | ' | -1,808 | ' |
Series B Preferred Stock dividends paid | -1,470 | ' | ' | ' | ' | ' | ' | -1,470 | ' |
Net income | 22,410 | ' | ' | ' | ' | ' | ' | 22,410 | ' |
Ending Balance at Sep. 30, 2012 | 321,841 | 83,165 | ' | 3 | ' | 269,105 | 147 | 55,660 | -3,074 |
Ending Balance, Shares at Sep. 30, 2012 | ' | 2,999,493 | 29,622,203 | ' | ' | ' | ' | ' | ' |
Beginning Balance at Dec. 31, 2012 | 324,764 | 83,043 | ' | 3 | ' | 273,989 | 147 | 53,823 | -3,198 |
Beginning Balance, shares at Dec. 31, 2012 | ' | 2,995,106 | 30,559,935 | ' | ' | ' | ' | ' | ' |
Issuance of common stock | 423 | ' | ' | ' | ' | 423 | ' | ' | ' |
Issuance of common stock, shares | ' | ' | 58,501 | ' | ' | ' | ' | ' | ' |
Conversion of Class A common stock/Series B Preferred Stock to common stock | 69,117 | -68,479 | ' | 1 | ' | 69,116 | ' | ' | ' |
Conversion of Class A common stock/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 | ' | ' | ' |
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 | ' | $347,397 | $147 | $208,211 | ($3,356) |
Ending Balance, Shares at Sep. 30, 2013 | ' | 525,617 | 35,677,946 | ' | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Redeemable Preferred Stock and Equity (Parenthetical) (Unaudited) (USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2012 |
Statement Condensed Consolidated Statements Of Redeemable Preferred Stock And Equity Parenthetical Unaudited [Line Items] | ' |
Issuance of common stock in initial public offering, issue cost | $8,780 |
Conversion of restricted stock units to common stock, shares of treasury stock purchased | 420,724 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income | $156,236 | $22,410 |
Adjustments to reconcile net income to net cash flows from operating activities: | ' | ' |
Depreciation expense | 6,974 | 6,192 |
Amortization expense of assets and liabilities, net | -365 | -291 |
Gain on disposal of property, plant and equipment | -67 | ' |
Provision for doubtful accounts | 99 | 707 |
Stock compensation expense | 3,869 | 12,687 |
Deferred tax expense | 8,872 | 3,008 |
Change in fair value of preferred stock conversion feature embedded derivatives | ' | -11,975 |
Change in fair value of Seneca Holdco liability | ' | -249 |
Premium paid for Seneca Landlord investment | ' | -7,063 |
Expense settled with stock issuance | ' | 1,898 |
Changes in asset and liabilities: | ' | ' |
Accounts receivable, net | -47,959 | 12,004 |
Inventories | -14,681 | 2,745 |
Prepaid expenses and other assets | -24,441 | -18,631 |
Accounts payable | 23,843 | 4,305 |
Accrued expenses and other liabilities | 3,432 | -3,968 |
Deferred revenue | 987 | -6,748 |
Net cash flows provided by operating activities | 116,799 | 17,031 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Cash paid for purchase of property, plant and equipment | -28,785 | -6,399 |
Cash proceeds from involuntary disposal of fixed assets | 330 | ' |
Change in restricted cash | ' | -64 |
Cash paid for investments | -58 | -4 |
Cash paid for Soy Energy asset acquisition | -10,933 | ' |
Net cash flows used in investing activities | -39,446 | -6,467 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Borrowings on line of credit | 1,103,568 | 1,074,905 |
Repayments on line of credit | -1,103,568 | -1,076,079 |
Cash received from issuance of note payable | 3,000 | ' |
Cash paid on note payable | -9,690 | -8,050 |
Cash paid for debt issuance costs | -47 | -137 |
Repayment of investment in Seneca Landlord | ' | -4,000 |
Cash received from initial public offering | ' | 63,747 |
Cash paid for issuance of common stock and preferred stock | -25 | -1,699 |
Cash paid for treasury stock | -282 | -3,074 |
Cash paid for preferred stock dividends | -1,205 | -1,470 |
Cash paid for fractional common stock shares | -6 | ' |
Net cash flows provided from (used in) financing activities | -8,255 | 44,143 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 69,098 | 54,707 |
CASH AND CASH EQUIVALENTS, Beginning of period | 66,785 | 33,575 |
CASH AND CASH EQUIVALENTS, End of period | 135,883 | 88,282 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION: | ' | ' |
Cash paid (received) for income taxes | -6,538 | 3,435 |
Cash paid for interest | 1,496 | 3,048 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Effects of recapitalization | ' | 39,107 |
Accretion of preferred stock to redemption value | 0 | 1,808 |
Amounts included in period-end accounts payable for: | ' | ' |
Purchases of property, plant and equipment | 3,608 | 2,514 |
Incentive stock liability for raw material supply agreement | 439 | 362 |
Issuance of common stock for Seneca Landlord put/call option | ' | 591 |
Issuance of common stock for dividends | 643 | ' |
Issuance of note payable for acquisition | $5,135 | ' |
Basis_of_Presentation_and_Natu
Basis of Presentation and Nature of the Business | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation and Nature of the Business | ' |
NOTE 1 — 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), without audit, 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. | |
On January 3, 2012, the Company filed its Second Amended and Restated Certificate of Incorporation which executed a one-for-2.5 reverse stock split of the issued and outstanding shares of its common stock. All numbers of common shares and per share data in the accompanying condensed consolidated financial statements and related notes have been retroactively adjusted. On January 24, 2012, in connection with the IPO, the Series A Preferred Stock was converted into a combination of shares of Series B Preferred Stock and Class A Common Stock. On January 24, 2012, the Company completed an initial public offering (IPO) of shares of Common Stock in which it sold 7,200,000 shares at a price to the public of $10 per share, which included 342,860 shares of Common Stock from selling shareholders. The IPO raised approximately $59,919 net of underwriting fees and offering costs. On January 24, 2012, the Company acquired the Seneca Facility pursuant to the exercise of its option under the Funding, Investor Fee and Put/Call Agreement, by and among the Company, Seneca Landlord, LLC (Seneca Landlord) and certain subsidiaries of the Company. See “Note 3 – Stockholders’ Equity of the Company” for a further description of the IPO. | |
As of September 30, 2013, the Company owned biodiesel production facilities with an aggregate nameplate production capacity of 257 million gallons per year (mmgy). | |
The biodiesel industry and the Company’s business have benefited from certain federal and state incentives. On January 2, 2013, the federal blenders tax credit, which expired on December 31, 2011, was retroactively reinstated to January 1, 2012 through December 31, 2013. Revenues associated with governmental incentive programs are recognized when the amount to be received is determinable, collectability is reasonably assured and the sale of product giving rise to the incentive has been recognized. During the three and nine months ended September 30, 2013, the Company earned biodiesel government incentive revenues in the amount of $59,203 and $248,385, respectively, and $1,868 and $8,070 for the three and nine months ended September 30, 2012, respectively. The 2012 federal blenders tax credit portion recognized during the first quarter of 2013 increased biodiesel government incentive revenues. | |
During the third quarter of 2013, the Company revised the presentation of biodiesel sales and biodiesel government incentives revenue reported for the six months ended June 30, 2013 and the three months ended March 31, 2013 to reflect the blenders tax credit amount paid to customers of $69,534 as a reduction of biodiesel sales versus biodiesel government incentives revenue. The revision corrects the presentation of the blenders tax credits passed through to customers as a reduction of biodiesel sales in accordance with the guidance provided by ASC Subtopic 605-50, Revenue Recognition – Customer Payments and Incentives. Specifically, the Company determined that the cash amount of blender tax credits passed through to customers is analogous to consideration given by a vendor to a customer. This revision has no impact on any other previously reported historical period. The Company believes the revised presentation is not material to its previously reported historical condensed consolidated statements of operations. Additionally, this revision had no impact on total revenue, gross profit, net income, earnings per share, the condensed consolidated balance sheets, the condensed consolidated statement of redeemable preferred stock and equity or the condensed consolidated statements of cash flows in any previously reported historical period. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||||
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
Basis of Consolidation | ||||||||||||||||
The accompanying condensed consolidated financial statements include the accounts of the Company, consolidated with the accounts of all of its subsidiaries and affiliates in which the Company holds a controlling financial interest as of the financial statement date. Normally, a controlling financial interest reflects ownership of a majority of the voting interests. Other factors considered in determining whether a controlling financial interest is held include whether the Company possesses the authority to purchase or sell assets or make other operating decisions that significantly affect the entity’s results of operations and whether the Company is the primary beneficiary of the economic benefits and financial risks of the entity. Intercompany accounts and transactions have been eliminated. | ||||||||||||||||
Inventories | ||||||||||||||||
Inventories consist of raw materials, work in process and finished goods and are valued at the lower of cost or market. As of September 30, 2013 and December 31, 2012, there were no adjustments to reduce inventory to the lower of cost or market. Cost is determined based on the first-in, first-out method. | ||||||||||||||||
Renewable Identification Numbers (RINs) | ||||||||||||||||
When the Company produces a gallon of biodiesel, 1.5 RINs per gallon are generated. RINs are used to track compliance with Renewable Fuel Standards (RFS2). RFS2 allows the Company to attach between zero and 2.5 RINs to any gallon of biodiesel. When the Company sells a gallon of biodiesel, 1.5 RINs are generally attached. As a result, a portion of the selling price for a gallon of biodiesel is generally attributable to RFS2 compliance. However, RINs that the Company generates are a form of government incentive and not a result of the physical attributes of the biodiesel production. Therefore, no cost is allocated to the RIN when it is generated, regardless whether the RIN is transferred with the biodiesel produced or held by the Company pending attachment to other biodiesel production sales. In addition, the Company also obtains RINs from third parties who have separated the RINs from gallons of biomass-based diesel by blending the biomass-based diesel with at least 80% petroleum diesel fuel. From time to time, the Company holds varying amounts of these separated RINs for resale. RINs obtained from third parties are initially recorded at their cost at the time we acquire them and are subsequently revalued at the lower of cost or market as of the last day of each accounting period and the resulting adjustments are reflected in costs of goods sold for the period. The value of RINs obtained from third parties is reflected in “Prepaid expenses and other assets” on the consolidated balance sheet. The cost of goods sold related to the sale of these RINs is determined using the average cost method, while market prices are determined by RIN values, as reported by the Oil Price Information Service (OPIS). | ||||||||||||||||
Preferred Stock Accretion | ||||||||||||||||
On January 24, 2012, in connection with the IPO, the Series A Preferred Stock was converted into a combination of shares of Series B Preferred Stock and Class A Common Stock. Accretion of the Series A Preferred Stock was terminated at the time of the conversion. The Company recorded the Series B Preferred Stock at fair value, which was a premium over its redemption value; therefore no accretion is recorded for the Series B Preferred Stock (ASC Topic 480-10-S99). | ||||||||||||||||
Accretion of $0 for the three and nine months ended September 30, 2013 and $0 and $1,808 for the three and nine months ended September 30, 2012, respectively, has been recognized as a reduction to income available to common stockholders in accordance with paragraph 15 of ASC Topic 480-10-S99, Classification and Measurement of Redeemable Securities (ASC Topic 480-10-S99). | ||||||||||||||||
Goodwill | ||||||||||||||||
The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles – Goodwill and Other. The Company reviews the carrying value of goodwill for impairment annually on July 31 or when impairment indicators exist. Goodwill is allocated and reviewed for impairment by reporting units. The Company’s reporting units consist of its two operating segments, the biodiesel operating segment and services operating segment. The analysis is based on a comparison of the carrying value of the reporting unit to its fair value, determined utilizing a discounted cash flow methodology. Additionally, the Company reviews the carrying value of goodwill whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. 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 operating segment exceeded its carrying value by approximately 43% and the services operating segment exceeded its carrying value by approximately 20%. There was no impairment of goodwill recorded in the periods presented. | ||||||||||||||||
Revenue Recognition | ||||||||||||||||
The Company recognizes revenues from the following sources: | ||||||||||||||||
• | the sale of biodiesel and its co-products, as well as Renewable Identification Numbers (RINs) and raw material feedstocks, purchased or produced by the Company at owned and leased manufacturing facilities and manufacturing facilities with which the Company has tolling arrangements; | |||||||||||||||
• | the resale of biodiesel, RINs and raw material feedstocks acquired from third parties; | |||||||||||||||
• | fees received under toll manufacturing agreements with third parties; | |||||||||||||||
• | incentives received from federal and state programs for renewable fuels; and | |||||||||||||||
• | fees received for the marketing and sales of biodiesel produced by third parties and from managing operations of third party facilities. | |||||||||||||||
Biodiesel, including RINs, and raw material feedstock revenues are recognized where there is persuasive evidence of an arrangement, delivery has occurred, the price has been fixed or is determinable and collectability can be reasonably assured. | ||||||||||||||||
Fees received under toll manufacturing agreements with third parties are generally established as an agreed upon amount per gallon of biodiesel produced. The fees are recognized where there is persuasive evidence of an arrangement, delivery has occurred, the price has been fixed or is determinable and collectability can be reasonably assured. | ||||||||||||||||
Revenues associated with the governmental incentive programs are recognized when the amount to be received is determinable, collectability is reasonably assured, and the sale of product giving rise to the incentive has been recognized. | ||||||||||||||||
While in general the Company has not historically offered sales incentives to customers, the uncertainty around the reinstatement of the federal blenders’ tax credit led to the introduction of such an incentive during 2012. Specifically, during 2012 the Company negotiated contracts with certain customers to allow such customers to share in the value of federal blenders tax payments if the law were to be reinstated. The federal blenders tax credit was reinstated on January 2, 2013 and the Company recognized $69,534 of cash payments owed to customers as a reduction of Biodiesel sales revenue. Before 2012, the Company did not have similar contracts and none of its sales subsequent to December 31, 2012 contain such provisions. | ||||||||||||||||
Fees for managing ongoing operations of third party plants, marketing biodiesel produced by third party plants and from other services are recognized as services are provided. The Company also has performance-based incentive agreements that are included as management service revenues. These performance incentives are recognized as revenues when the amount to be received is determinable and collectability is reasonably assured. | ||||||||||||||||
Stock-Based Compensation | ||||||||||||||||
On August 31, 2011, the Company’s Board of Directors (Company Board) approved the Amended and Restated 2009 Stock Incentive Plan, which was then approved by the Company’s shareholders on October 26, 2011. Eligible award recipients are employees, non-employee directors and advisors who provide service to the Company. The Company accounts for stock-based compensation in accordance with ASC Topic 718, Stock Compensation (ASC Topic 718). Compensation expense is measured at the grant-date fair value of the award and recognized as compensation expense over the vesting period. Compensation expense of $1,483 and $3,869 for the three and nine months ended September 30, 2013, respectively, and $2,965 and $12,687 for the three and nine months ended September 30, 2012, respectively, was recorded for restricted stock units and stock appreciation rights awarded to employees and non-employee directors in return for services. During January 2013, the Company granted 20,000 shares of stock appreciation rights to an employee for services with a vesting period of four years. During February 2013, the Company granted 50,000 shares of restricted stock units to an employee that vested and converted to common stock immediately based upon meeting certain performance requirements. During May 2013, the Company granted 84,921 shares of restricted stock units and 313,482 shares of stock appreciation rights to employees with vesting periods of three and four years, respectively. During the third quarter 2013, the Company granted 50,000 shares of restricted stock units which will vest on December 31, 2013 and 19,262 shares of restricted stock units which will cliff vest in three to four years. Also during the third quarter 2013, the Company grated 1,575 shares of stock appreciation rights to various employees which have a vesting period of four years. | ||||||||||||||||
Recapitalization | ||||||||||||||||
In connection with the Company’s IPO on January 24, 2012, the Company gave effect to the one-time conversion of Series A Preferred Stock and certain common stock warrants into 7,660,612 shares of newly-issued Common Stock and 2,999,493 shares of $74,987 aggregate liquidation preference Series B Preferred Stock with cumulative dividends of 4.5% per annum. All Series A Preferred Stock was converted and no Series A Preferred Stock remains outstanding. The Company recorded the effects from the exchange of Series A Preferred Stock for Series B Preferred Stock and Common Stock as an extinguishment in accordance with ASC 260-10-S99-2. | ||||||||||||||||
Accordingly, the Company recognized an addition to the income available to common shareholders in the amount of $39,107. This amount was determined by comparing the fair value of the Series B Preferred Stock and Common Stock issued of $152,327 to the carrying amount of the Series A preferred shares that were redeemed of $191,434. The excess of the carrying amount of Series A Preferred Stock that were redeemed over the fair value of the Series B Preferred Stock and Common Stock that were issued was recorded as an increase to additional paid-in capital and was added to net earnings available to common shareholders of $39,107. The Series B Preferred Stock fair value was determined using Monte Carlo simulation methodology with the assistance of external third-party experts to calculate the fair-value using the Company’s common stock at time of conversion. The significant assumptions included the volatility rate and risk-free rate based upon the yield of the U.S. Industrials B curve. | ||||||||||||||||
Net Income (Loss) Per Share | ||||||||||||||||
Basic and diluted net income (loss) per common share are presented in conformity with the two-class method required for participating securities. The two-class method includes an earnings allocation formula that determines earnings for each class of common stock according to dividends declared and undistributed earnings for the period. | ||||||||||||||||
The holders of the Series B Preferred Stock accrue dividends at a rate of $1.125 per share per annum. Dividends are cumulative, accrue on a daily basis from the date of issuance and compound annually from the date of issuance. If dividends on the Series B Preferred Stock have not been paid or declared, the deficiency shall be paid or declared before any dividend is declared for Common Stock. Dividends in arrears do not bear interest. Holders of the Series B Preferred Stock are allowed to participate in the dividends to common stockholders in the event that dividends on Common Stock exceed that of the Series B Preferred Stock as if the Series B Preferred Stock had been converted to Common Stock at the beginning of the year. | ||||||||||||||||
The Company calculates the effects of the Series B Preferred Stock on diluted EPS under the “if-converted” method unless the conversion of the convertible preferred stock is anti-dilutive to basic EPS. The effects of Common Stock options, warrants, restricted stock units and stock appreciation rights on diluted EPS are calculated using the treasury stock method unless the effects are anti-dilutive to EPS. | ||||||||||||||||
The following potentially dilutive weighted average securities were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders during the periods presented as the effect was anti-dilutive: | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Options to purchase common stock | 87,026 | 87,026 | 87,026 | 87,026 | ||||||||||||
Restricted stock units | — | 1,134,421 | — | 1,409,659 | ||||||||||||
Stock appreciation rights | 314,036 | 1,043,693 | 1,194,477 | 655,762 | ||||||||||||
Warrants to purchase common stock | — | 17,916 | — | 42,054 | ||||||||||||
Redeemable preferred shares | — | 5,998,986 | — | — | ||||||||||||
Total | 401,062 | 8,282,042 | 1,281,503 | 2,194,501 | ||||||||||||
The following table presents the calculation of diluted net income per share for the three and nine months ended September 30, 2013 and for the nine months ended September 30 2012. For the three months ended September 30, 2012, the effect from all convertible securities was anti-dilutive (in thousands, except share and per share data): | ||||||||||||||||
Three Months | Nine Months | Nine Months | ||||||||||||||
Ended | Ended | Ended | ||||||||||||||
September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2013 | 2012 | ||||||||||||||
Net income attributable to the Company’s common stockholders | $ | 78,462 | $ | 133,958 | $ | 44,457 | ||||||||||
Less: effects of recapitalization | — | — | (39,107 | ) | ||||||||||||
Plus: change in undistributed dividends allocated to preferred stockholders | 147 | 147 | 1,685 | |||||||||||||
Plus: distributed dividends to Preferred Stockholders | 258 | 1,848 | 1,470 | |||||||||||||
Plus: accretion of Series A Preferred Stock to redemption value | — | — | 1,808 | |||||||||||||
Plus: (gain) loss due to change in fair value of Series A Preferred Stock conversion feature embedded derivatives | — | — | (11,975 | ) | ||||||||||||
Plus: effect of participating securities | 7,836 | 20,283 | 12,097 | |||||||||||||
Net income available to common stockholders | 86,703 | 156,236 | 10,435 | |||||||||||||
Less: effect of participating securities | (8,191 | ) | (22,275 | ) | (1,108 | ) | ||||||||||
Net income attributable to the Company’s common stockholders after dilutive effects | $ | 78,512 | $ | 133,961 | $ | 9,327 | ||||||||||
Shares: | ||||||||||||||||
Weighted-average shares used to compute basic net income per share | 33,790,034 | 31,918,951 | 27,729,676 | |||||||||||||
Adjustment to reflect conversion of preferred stock | — | — | 5,947,023 | |||||||||||||
Adjustment to reflect stock appreciation right conversions | 221,909 | 4,977 | — | |||||||||||||
Adjustment to reflect warrants to purchase common stock | 4,533 | 269 | — | |||||||||||||
Weighted-average shares used to compute diluted net income per share | 34,016,476 | 31,924,197 | 33,676,699 | |||||||||||||
Net income per share attributable to common stockholders | ||||||||||||||||
Diluted | $ | 2.31 | $ | 4.20 | $ | 0.28 | ||||||||||
Variable Interest Entities | ||||||||||||||||
The Company uses both quantitative and qualitative analysis when evaluating its variable interest entities (VIE) and determining the primary beneficiary (PB) of a VIE. The Company consolidates a VIE if it has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. | ||||||||||||||||
New Accounting Pronouncements | ||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (Topic 740). The amendments in ASU 2013-11 provide guidance on the financial statement presentation of unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company will reflect the impact of these amendments beginning with the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2014. The Company does not anticipate a material impact to the Company’s financial position, results of operations or cash flows as a result of this change. |
Stockholders_Equity_of_the_Com
Stockholders' Equity of the Company | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity of the Company | ' |
NOTE 3 — STOCKHOLDERS’ EQUITY OF THE COMPANY | |
Common Stock | |
On January 3, 2012, the Company filed its Second Amended and Restated Certificate of Incorporation which affected a one-for-2.5 reverse stock split on the shares issued and outstanding. The Amended and Restated Certificate of Incorporation authorized capital stock consisting of 450,000,000 shares, all with a par value of $.0001 per share which includes 300,000,000 shares of Common Stock (the class of common stock offered in the IPO), 140,000,000 shares of Class A Common Stock and 10,000,000 shares of preferred stock including 3,000,000 shares of Series B Preferred Stock. | |
Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders. Subject to preferences that may apply to shares of outstanding Series B Preferred Stock as outlined below, the holders of outstanding shares of Common Stock are entitled to receive dividends. After the payment of all preferential amounts required to the holders of Series B Preferred Stock, all of the remaining assets of the Company available for distribution shall be distributed ratably among the holders of Common Stock. | |
On January 24, 2012, the Company completed an IPO of shares of Common Stock in which it sold 7,200,000 shares at a price to the public of $10 per share, which included 342,860 shares of Class A Common Stock from selling shareholders. The IPO raised approximately $59,919 net of underwriting fees and offering costs. In connection with the Company’s IPO on January 24, 2012, the Company gave effect to the one-time conversion of Series A Preferred Stock and certain common stock warrants into 7,660,612 shares of newly-issued Class A Common Stock and 2,999,493 shares of $74,987 aggregate liquidation preference Series B Preferred Stock with cumulative dividends of 4.50% per annum. On June 30, 2015, each holder of Series B Preferred Stock will have the right to require the Company to redeem its shares at the redemption price of $25.00 per share plus an amount equal to any accumulated and unpaid dividends (Redemption Price). The holder of any shares of Series B Preferred Stock will have the right to convert such shares, together with accumulated and unpaid dividends (whether or not declared) into shares of Common Stock at the conversion rate in effect at such time. If the closing sale price of the Common Stock exceeds certain pricing thresholds, then the Company may, at its option, cause up to all of the then outstanding shares of Series B Preferred Stock (and corresponding accumulated and unpaid dividends) to be converted into shares of the Company’s Common Stock at the then-applicable conversion rate. | |
Common Stock Issued During 2013 | |
On February 15, 2013, the Company had 50,000 restricted stock units vest into 28,325 shares of Common Stock, net of 21,675 shares of treasury stock. | |
On March 18, 2013, the Company issued 58,501 shares of Common Stock with respect to the intangible supply agreement in connection with the purchase of substantially all Tellurian Biodiesel, Inc. and American BDF, LLC assets. | |
During the first quarter 2013, certain Series B Preferred Stockholders converted 1,140 shares of preferred stock into 2,300 shares of Common Stock as provided for in the preferred stock shareholder agreement. | |
On May 23, 2013, the Company had 42,190 restricted stock units vest into 42,190 shares of Common Stock. | |
During the second quarter 2013, certain Series B Preferred Stockholders converted 852,464 shares of preferred stock into 1,734,577 shares of Common Stock as provided for in the preferred stock shareholder agreement. | |
During the third quarter 2013, certain Series B Preferred Stockholders converted 1,097,520 shares of preferred stock into 2,204,653 shares of Common Stock as provided for in the preferred stock shareholder agreement. | |
During the third quarter 2013, the Company’s closing sale price of its Common Stock exceeded $15.00 for at least 20 days in a 30 consecutive trading day period with the average daily trading volume exceeding 200,000 shares. Therefore, the Company opted to cause 50% of the then-outstanding shares of Series B Preferred Stock to be converted as provided for in the preferred stock shareholder agreement. The Company converted 518,365 shares of Series B Preferred Shares into 1,047,465 shares of Common Stock. | |
Common Stock Warrants | |
Under the Company’s outstanding warrants, the holder may purchase the number of shares of Common Stock underlying each warrant held for a purchase price of $11.16 per share. The warrant holder may “net exercise” the warrants and use the common shares received upon exercise of the warrants outstanding as the consideration for payment of the exercise price. | |
The warrant holders are generally protected from anti-dilution by adjustments for any stock dividends, stock split, combination or other recapitalization. | |
Stock Issuance Costs | |
In addition to the warrants, other direct costs of obtaining capital by issuing the common and preferred stock were deducted from related proceeds with the net amount recorded as preferred stock or stockholders’ equity. Direct costs incurred for the three and nine months ended September 30, 2013 were $0 and $25, respectively, and $0 and $700 for the three and nine months ended September 30, 2012, respectively. |
Redeemable_Preferred_Stock
Redeemable Preferred Stock | 9 Months Ended |
Sep. 30, 2013 | |
Redeemable Preferred Stock | ' |
NOTE 4 — REDEEMABLE PREFERRED STOCK | |
The Company’s restated certificate of incorporation filed on February 26, 2010 authorized 60,000,000 shares of preferred stock, including 14,000,000 shares of Series A Preferred Stock, with a par value of $.0001. The Company’s Board of Directors had discretion, subject to the approval of certain shareholders, as to the designation of voting rights, dividend rights, redemption price, liquidation preference and other provisions of each issuance. | |
On July 15, 2011, holders of the Company’s Series A Preferred Stock approved a second amended and restated certificate of incorporation, to be effective prior to the completion of the Company’s initial public offering, to, among other things, convert and redeem the Company’s outstanding Series A Preferred Stock for a combination of Class A Common Stock and Series B Preferred Stock. This was approved by the Company’s common stockholders during the Company’s annual stockholder meeting on October 26, 2011. | |
On January 3, 2012, the Company filed its Second Amended and Restated Certificate of Incorporation which affected a one-for-2.5 reverse stock split of the issued and outstanding shares of Common Stock. The Second Amended and Restated Certificate of Incorporation authorized capital stock consisting of 450,000,000 shares, all with a par value of $.0001 per share which includes 300,000,000 shares of Common Stock (the class of common stock offered in the IPO), 140,000,000 shares of Class A Common Stock and 10,000,000 shares of preferred stock including 3,000,000 shares of Series B Preferred Stock. | |
In connection with the Company’s IPO on January 24, 2012, the Company gave effect to the one-time conversion of Series A Preferred Stock and certain common stock warrants into 7,660,612 shares of newly-issued Common Stock and 2,999,493 shares of $74,987 aggregate liquidation preference Series B Preferred Stock with cumulative dividends of 4.5% per annum. All Series A Preferred Stock was converted and no Series A Preferred Stock remains outstanding. | |
The rights, preferences, privileges and restrictions granted to and imposed on the Preferred Stock are set forth below. The holders of Preferred Stock are generally protected from anti-dilution by adjustments for any stock dividends, stock split, combination or other recapitalization. | |
Series B Preferred Stock | |
Dividend Provisions | |
The holders of the Series B Preferred Stock are entitled to receive, when, as and if declared by the board of directors, cumulative dividends on each outstanding share of Series B Preferred Stock at the annual rate of 4.50% of the stated value. Dividends are payable semi-annually in arrears on June 30 and December 30 of each year, beginning on June 30, 2012. The Company may, at its option, defer a regularly scheduled dividend payment and instead pay accumulated and unpaid dividends on the following dividend payment date. The Company can only defer two such dividend payments and may not defer consecutive dividend payments. The Company will pay any dividend in cash, by delivering shares of Common Stock or through any combination of cash and shares of Common Stock. | |
Liquidation Rights | |
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, a holder of Series B Preferred Stock will be entitled to be paid, before any distribution or payment may be made to any holders of junior stock, an amount per share of Series B Preferred Stock, referred to as the Liquidation Preference, equal to the sum of the stated value of a share of Series B Preferred Stock of $25.00, referred to as the Stated Value, plus the amount of any accumulated and unpaid dividends, whether or not declared, to, but excluding, the date of payment. | |
If upon any liquidation or dissolution, the remaining net assets of the Company are insufficient to pay the amount that the Series B Preferred Stock holders are due as indicated above, the holders of Series B Preferred Stock will share ratably in any distribution of the remaining assets of the Company. | |
Conversion Rights | |
At any time following the lock-up expiration date, the holder of any shares of Series B Preferred Stock will have the right to convert such shares, together with accumulated and unpaid dividends (whether or not declared) into shares of Common Stock at a conversion rate in effect at such time. The initial conversion rate for each $25.00 of Liquidation Preference will be equal to $25.00 divided by a price that is 125% of the public offering price in the IPO. | |
The conversion rate is subject to adjustment from time to time upon the following events: a distribution or dividend of Common Stock, certain subdivisions and combinations of the Common Stock, the issuance to holders of Common Stock of certain rights or warrants to purchase Common Stock, certain dividends or distributions of capital stock, evidences of indebtedness, other assets or cash to holders of Common Stock, or, under certain circumstances, a payment we make in respect of a tender offer or exchange offer for Common Stock. | |
If, at any time following the lock-up expiration date, the closing sale price of the Common Stock exceeds $15.00 for at least 20 trading days in any 30 consecutive trading day period and the average daily trading volume of the Common Stock for at least 20 trading days in such period exceeds 200,000 shares or $2,500, then the Company may, at its option, cause up to 50% of the then-outstanding shares of Series B Preferred Stock, and corresponding accumulated and unpaid dividends, to be converted into shares of Common Stock at the then-applicable conversion rate. If at any time following the lock-up expiration date, the closing sale price of the Common Stock exceeds $16.00 for at least 20 trading days in any 30 consecutive trading day period and the average daily trading volume of the Common Stock for at least 20 trading days in such period exceeds 200,000 shares or $2,500, the Company may, at its option, cause up to all of the then-outstanding shares of Series B Preferred Stock, and corresponding accumulated and unpaid dividends, to be converted into shares of Common Stock at the then-applicable conversion rate. | |
Voting Rights | |
Each holder of the Series B Preferred Stock is entitled to vote their share of Series B Preferred Stock on an as-converted basis on any matters presented to holders of Common Stock for their consideration. Except as required by law, holders of Series B Preferred Stock will vote on an as-converted basis together with the holders of Common Stock and with the holders of any other class or series of the Company’s capital stock entitled to vote with the Common Stock, as a single class. | |
The vote or consent of at least 75% of the shares of the Series B Preferred Stock at the time outstanding, voting as a separate class, shall be necessary to amend, alter or repeal the terms of the Series B Preferred Stock so as to adversely affect the powers, preferences or rights of the Series B Preferred Stock. | |
Redemption Rights | |
Except as set forth below, the Company may not redeem the Series B Preferred Stock prior to the date, referred to as the Initial Optional Redemption Date, which is 18 months following the lock-up expiration date. On or after the Initial Optional Redemption Date, the Series B Preferred Stock may be redeemed at the Company’s option, in whole or in part, for cash at a price per share equal to the Stated Value, plus any accumulated and unpaid dividends, which the Company refers to as the Redemption Price. If a change of control transaction occurs any time before the Initial Optional Redemption Date, then the Company may elect to redeem all, but not part, of the outstanding shares of Series B Preferred Stock for cash at the Redemption Price plus a “make-whole” payment for each share of Series B Preferred Stock equal to $2.25 less the amount of any dividends paid on such share since the original issuance date of the Series B Preferred Stock. | |
If before March 31, 2015, the Company conducts an equity offering or offerings for cash that results in aggregate net proceeds in excess of $20,000, then, subject to the Company having legally available funds, the Company will offer to purchase or redeem the maximum number of shares of Series B Preferred Stock at a price equal to the Stated Value plus the amount of any accumulated and unpaid dividends to, but excluding, the purchase date that may be purchased or redeemed using 25% of those net proceeds. Before the Initial Optional Redemption Date, the Company will use those net proceeds to offer to purchase, in a tender offer, Series B Preferred Stock, and after the Initial Optional Redemption Date, the Company will use those net proceeds to redeem Series B Preferred Stock. | |
On June 30, 2015, each holder of Series B Preferred Stock will have the right to require the Company to redeem its shares at the Redemption Price, subject to the Company having legally available funds. If at any time dividends on any shares of Series B Preferred Stock are unpaid as of the specific dividend payment date and the non-payment continues for a period of 30 days, then the holders of not less than 25% of the then-outstanding Series B Preferred Stock may require the Company, subject to the Company having legally available funds, to redeem all outstanding shares of Series B Preferred Stock at the Redemption Price. |
Acquisitions
Acquisitions | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Acquisitions | ' | |||||
NOTE 5 — ACQUISITIONS | ||||||
Soy Energy, LLC | ||||||
On July 30, 2013, the Company and REG Mason City, LLC (REG Mason City), a subsidiary of the Company, completed the acquisition of Soy Energy, LLC’s (Soy Energy) assets. Pursuant to the Asset Purchase Agreement, the Company acquired substantially all the assets of Soy Energy in exchange for $10,933 cash and the issuance of a $5,135 promissory note to Soy Energy. The assets of Soy Energy consisted of a 30 mmgy nameplate capacity biodiesel facility and related assets, located in Mason City, Iowa. | ||||||
The Company determined that the Soy Energy assets were not a business as defined under ASC Topic 805, Business Combinations (ASC Topic 805), on the basis that the assets were not an integrated set of activities or assets that were capable of being conducted or managed in a manner that would provide any economic benefit to the Company. As a result, the Company accounted for the Soy Energy assets as an asset acquisition. Neither goodwill nor a gain from a bargain purchase was recognized in conjunction with the acquisition. | ||||||
The following table summarized the allocation of the purchase price to the fair values of the net assets acquired at the date of acquisition: | ||||||
Allocation at | ||||||
30-Jul-13 | ||||||
Assets (liabilities) acquired: | ||||||
Property, plant and equipment | $ | 16,085 | ||||
Other current liabilities | (17 | ) | ||||
Total | $ | 16,068 | ||||
Variable_Interest_Entities
Variable Interest Entities | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Variable Interest Entities | ' | ||||||||||||||||||||||||
NOTE 6 — VARIABLE INTEREST ENTITIES | |||||||||||||||||||||||||
The Company has a 50% ownership in 416 S. Bell, LLC (Bell, LLC), a VIE joint venture that owns and leases to the Company its corporate office building in Ames, Iowa. Commencing January 1, 2011, the Company has 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 has 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 has consolidated Bell, LLC into the Company’s financial statements since January 1, 2011. The Company is the primary beneficiary due to its ownership interest and having an exercisable call option that allows the Company to direct the activities that most significantly impact Bell, LLC’s economic performance and gives the Company the majority of the benefit from the use of Bell, LLC’s assets. During February 2013, the Bell, LLC promissory note was amended to reflect the current interest rate of 3.5% per annum and a maturity date of January 14, 2018. The note is secured by a mortgage interest in the office building. | |||||||||||||||||||||||||
The carrying values and maximum exposure for all unconsolidated VIE’s are as follows: | |||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Investment: | Investments | Maximum | Investments | Maximum | |||||||||||||||||||||
Exposure | Exposure | ||||||||||||||||||||||||
Western Iowa Energy LLC | $ | 671 | $ | 671 | $ | 613 | $ | 613 | |||||||||||||||||
Western Dubuque Biodiesel LLC | 2,005 | 2,005 | 2,005 | 2,005 | |||||||||||||||||||||
$ | 2,676 | $ | 2,676 | $ | 2,618 | $ | 2,618 | ||||||||||||||||||
Inventories
Inventories | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Inventories | ' | |||||||||
NOTE 7 — INVENTORIES | ||||||||||
Inventories consist of the following: | ||||||||||
September 30, | December 31, | |||||||||
2013 | 2012 | |||||||||
Raw materials | $ | 21,785 | $ | 9,835 | ||||||
Work in process | 1,567 | 448 | ||||||||
Finished goods | 36,535 | 34,923 | ||||||||
Total | $ | 59,887 | $ | 45,206 | ||||||
Prepaid_Expenses_and_Other_Ass
Prepaid Expenses and Other Assets | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Prepaid Expenses and Other Assets | ' | |||||||||||||
NOTE 8 — PREPAID EXPENSES AND OTHER ASSETS | ||||||||||||||
Prepaid expense and other assets consist of the following: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Commodity derivatives and related collateral, net | $ | 16,161 | $ | 7,637 | ||||||||||
Prepaid expenses | 2,924 | 2,176 | ||||||||||||
Deposits | 277 | 857 | ||||||||||||
RIN inventory | 16,820 | 99 | ||||||||||||
Income taxes receivable | 3,630 | 4,735 | ||||||||||||
Other | 173 | 308 | ||||||||||||
Total | $ | 39,985 | $ | 15,812 | ||||||||||
RIN inventory is valued at the lower of cost or market. RIN inventory consists of (i) RINs the Company generates in connection with its production of biodiesel and (ii) RINs acquired from third parties. RINs generated by the Company are recorded at no cost, as these RINs are government incentives and not a tangible output from its biodiesel production. The cost of RINs acquired from third parties is determined using the average cost method. RIN market value is based upon pricing as reported by the Oil Price Information Service (OPIS). Since RINs produced by the Registrant have zero cost associated to them, the lower of cost or market adjustment in RIN inventory reflects only the value of RINs acquired from third parties. RIN inventory values were adjusted in the amount of $240 and$21 at September 30, 2013 and December 31, 2012, respectively, to reflect the lower of cost or market. |
Borrowings
Borrowings | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Borrowings | ' | ||||||||||
NOTE 9 — BORROWINGS | |||||||||||
The Company’s term borrowings are as follows: | |||||||||||
September 30, | December 31, | ||||||||||
2013 | 2012 | ||||||||||
REG Danville term loan | $ | 6,226 | $ | 10,060 | |||||||
REG Newton term loan | 18,426 | 21,175 | |||||||||
Other | 6,734 | 1,496 | |||||||||
Total notes payable | $ | 31,386 | $ | 32,731 | |||||||
Bell, LLC promissory note—variable interest entity | $ | 4,102 | $ | 4,313 | |||||||
On November 3, 2011, REG Danville, LLC (REG Danville) entered into an Amended and Restated Loan Agreement with Fifth Third Bank (Fifth Third Loan). The renewed Fifth Third Loan has a three year term with an automatic one year extension upon certain cumulative principal payment thresholds being met. The loan requires monthly principal payments of $150 and interest based on a rate of LIBOR plus 5% per annum. The effective rate is 5.18% at September 30, 2013. The loan is secured by our Danville facility. The loan agreement contains various loan covenants that restrict REG Danville’s ability to take certain actions, including prohibiting it in certain circumstances from making payments to the Company. The Fifth Third Loan requires semi-annual excess cash flow payments beginning on December 31, 2011. REG Danville must pay Fifth Third a principal payment in the amount equal to 50% of its Excess Cash Flow. The Fifth Third Loan agreement defines excess cash flow as REG Danville’s EBITDA plus certain affiliate payments less principal payments, interest expense, taxes and unfunded maintenance capital expenditures. The excess cash flow payment required for the first half of 2013 was $1,178 and was paid in August 2013. The Company recorded an estimated excess cash flow payment of $1,012 for the second half of 2013 which will be paid in 2014. | |||||||||||
On March 4, 2013, REG Danville entered into the First Amendment to the Amended and Restated Loan Agreement (First Amendment) with Fifth Third Loan. The First Amendment includes changes to the debt covenants based upon the Company executing a tax sharing agreement with REG Danville. The tax sharing agreement provides that REG Danville will share the liability for income taxes via an allocation based upon a separate-return approach. Although the Company is not directly compensated for the use of carry-forward attributes, the tax sharing agreement allows each affiliate to benefit from net operating losses and tax credits that each generates. | |||||||||||
On December 20, 2012, REG Newton and AgStar Financial Services, PCA (AgStar) extended the term of the AgStar Loan. The maturity date of the AgStar Loan is March 8, 2014. | |||||||||||
On July 30, 2013, REG Mason City entered into an agreement with Soy Energy (Soy Energy Loan). The Soy Energy Loan has a six year term and is secured by the Mason City facility. The loan requires interest only payments for the first eight months and monthly principal and interest payments of approximately $92 starting in April 2014. Interest is based on a fixed rate of 5%. The loan agreement contains a covenant that restricts REG Mason City’s ability to take certain actions, including prohibiting it in certain circumstances from making payments to the Company. The Soy Energy Loan requires annual excess cash flow payments beginning on December 31, 2013. REG Mason City must pay Soy Energy a principal payment in the amount equal to 50% of its excess cash flow. As of September 30, 2013, the balance on the loan was $5,135. |
Income_Taxes
Income Taxes | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||
NOTE 10 — INCOME TAXES | |||||||||||||||||||||
The Company historically included revenue from certain government incentive payments in taxable income on its federal and state income tax returns. In connection with the U.S. Internal Revenue Service audits of the 2011 and 2010 years, the Company proposed that these government incentive payments should be excluded from taxable income. The U.S. Internal Revenue Service accepted this position and on August 1, 2013, the Company received notification from the congressional Joint Committee on Taxation approving the audit results and associated refund claim. Based on information obtained in connection with these audits, the Company changed its position related to these government incentive payments to exclude them from taxable income for years 2008 through the current year. This change had a significant impact on the Company’s provision for income taxes in the third quarter 2013. This change reduced taxable income in each year between 2008 and 2012 and also impacts fiscal 2013. The majority of this reduction increased our net operating loss carry forwards available to offset future taxable income to approximately $156,500 as of September 30, 2013, rather than resulting in a refund of taxes previously paid. If not utilized, federal net operating losses will begin to expire in 2028 while expiration dates for state net operating losses vary by jurisdiction. As of September 30, 2013, net operating losses generated a deferred tax asset of $60,360. As a result of excluding these government incentive payments, the Company currently has cumulative losses in recent years and has established a valuation allowance of $63,067 as of September 30, 2013 to reduce its total deferred tax assets to the amount more-likely-than-not to be realized. | |||||||||||||||||||||
The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows: | |||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||||||
Current | Noncurrent | Current | Noncurrent | ||||||||||||||||||
Deferred tax assets | |||||||||||||||||||||
Net operating loss carry forwards | $ | — | $ | 60,360 | $ | — | $ | 4,806 | |||||||||||||
Other | 17,075 | 20,101 | 3,136 | 20,460 | |||||||||||||||||
Deferred tax assets | 17,075 | 80,461 | 3,136 | 25,266 | |||||||||||||||||
Deferred tax liabilities | (10,988 | ) | (28,872 | ) | (624 | ) | (24,297 | ) | |||||||||||||
Net deferred tax assets | 6,087 | 51,589 | 2,512 | 969 | |||||||||||||||||
Valuation allowance | (11,500 | ) | (51,567 | ) | — | — | |||||||||||||||
Net deferred taxes | $ | (5,413 | ) | $ | 22 | $ | 2,512 | $ | 969 | ||||||||||||
Income tax expense attributable to operations differed from the expense computed using the federal statutory rate (35%) primarily as a result of government incentives, state income taxes net of federal income tax effects, and valuation allowances. A reconciliation of the reported amount of income tax expense to the amount computed by applying the statutory federal income tax rate to earnings from continuing operations before income taxes is as follows: | |||||||||||||||||||||
Nine Months Ended September 30, 2013 | Nine Months Ended September 30, 2012 | ||||||||||||||||||||
U.S. Federal income tax (expense) benefit at a statutory rate of 35 percent | $ | (55,892 | ) | $ | (9,095 | ) | |||||||||||||||
Tax position on government incentives | 105,338 | — | |||||||||||||||||||
State taxes, net of federal income tax benefit | 10,972 | (1,007 | ) | ||||||||||||||||||
Embedded derivative | — | 4,191 | |||||||||||||||||||
Excess tax benefits | — | (3,402 | ) | ||||||||||||||||||
Other, net | (803 | ) | 83 | ||||||||||||||||||
Total (expense) benefit for income taxes before valuation allowance | 59,615 | (9,230 | ) | ||||||||||||||||||
Valuation allowance | (63,067 | ) | 5,561 | ||||||||||||||||||
Total (expense) benefit for income taxes | $ | (3,452 | ) | $ | (3,669 | ) | |||||||||||||||
Uncertain tax positions are evaluated and amounts are recorded when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Judgment is required in evaluating each uncertain tax position to determine whether the more-likely-than-not recognition threshold has been met. There has been no change to this amount in the current year. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||
Related Party Transactions | ' | ||||||||||||||||||||||
NOTE 11 — RELATED PARTY TRANSACTIONS | |||||||||||||||||||||||
Related parties include certain investors as well as entities in which the Company has an equity method investment or an investment combined with a management and operational services agreement (MOSA) or board seat. Investors defined as related parties include (i) the investor having ten percent or more ownership, including convertible preferred stock, in the Company or (ii) the investor holding a board seat on the Company’s Board of Directors. After the IPO, the number of related parties decreased due to the dilution of ownership of prior investors as well as the reduction of the number of board seats on the Company’s board held by related party investors. | |||||||||||||||||||||||
Summary of Related Party Transactions | |||||||||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | ||||||||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||
Revenues – Biodiesel sales (a) | $ | — | $ | 6 | $ | — | $ | 6 | |||||||||||||||
Cost of goods sold – Biodiesel (b) | $ | 12,057 | $ | 11,633 | $ | 37,198 | $ | 42,199 | |||||||||||||||
Selling, general, and administrative expenses (c) | $ | — | $ | 2 | $ | 2 | $ | 154 | |||||||||||||||
Interest expense (d) | $ | 2 | $ | 1 | $ | 30 | $ | 22 | |||||||||||||||
(a) | Represents transactions with West Central | ||||||||||||||||||||||
(b) | Represents transactions with related parties as follows: | ||||||||||||||||||||||
West Central | $ | 12,057 | $ | 11,633 | $ | 37,198 | $ | 38,250 | |||||||||||||||
Bunge | — | — | — | 3,949 | |||||||||||||||||||
$ | 12,057 | $ | 11,633 | $ | 37,198 | $ | 42,199 | ||||||||||||||||
(c) | Represents transactions with related parties as follows: | ||||||||||||||||||||||
West Central | $ | — | $ | 2 | $ | 2 | $ | 41 | |||||||||||||||
Bunge | — | — | — | 113 | |||||||||||||||||||
$ | — | $ | 2 | $ | 2 | $ | 154 | ||||||||||||||||
(d) | Represents transactions with related parties as follows: | ||||||||||||||||||||||
West Central | $ | 2 | $ | 1 | $ | 30 | $ | 13 | |||||||||||||||
Bunge | — | — | — | 9 | |||||||||||||||||||
$ | 2 | $ | 1 | $ | 30 | $ | 22 | ||||||||||||||||
Summary of Related Party Balances | |||||||||||||||||||||||
As of | As of | ||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||
Accounts receivable (a) | $ | 425 | $ | 771 | |||||||||||||||||||
Other assets (a) | $ | 141 | $ | 692 | |||||||||||||||||||
Accounts payable (a) | $ | 268 | $ | 2,950 | |||||||||||||||||||
(a) | Represents balances with West Central | ||||||||||||||||||||||
West Central Cooperative | |||||||||||||||||||||||
The Company’s Ralston facility is co-located with West Central Cooperative’s (West Central) soybean crush facility and is required to pay interest for amounts owed on extended trade terms. | |||||||||||||||||||||||
West Central leases the land under the Company’s production facility at Ralston, Iowa to the Company at an annual cost of one dollar. The Company is responsible for the property taxes, insurance, utilities and repairs for the facility relating to this lease. The lease has an initial term of twenty years and the Company has options to renew the lease for an additional thirty years. | |||||||||||||||||||||||
In 2006, the Company executed an asset use agreement with West Central to provide for the use of certain assets, such as office space, maintenance equipment and utilities. The agreement requires the Company to pay West Central its proportionate share of certain costs incurred by West Central. This agreement has the same term as the land lease. During February 2012, the Company renegotiated the asset use agreement. The new agreement 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. | |||||||||||||||||||||||
Bunge North America | |||||||||||||||||||||||
Prior to 2013, the Company purchased feedstocks from Bunge North America, Inc. (Bunge) for the production of biodiesel. The costs associated with the purchased feedstocks are reflected in costs of goods sold – biodiesel when sold to the end customer. | |||||||||||||||||||||||
The Company entered into an agreement for Bunge to provide services related to the procurement of raw materials and the purchase and resale of biodiesel produced by the Company. The Company was required to pay interest for the aggregate outstanding amounts owed to Bunge. Also, as part of the agreement, the Company was required to pay an incentive fee to Bunge for meeting certain hedging goals utilizing Bunge’s advice. On November 8, 2011, the Company gave notice of termination to Bunge in accordance with the agreement. The agreement expired May 2012. |
Derivative_Instruments
Derivative Instruments | 9 Months Ended | ||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||
Derivative Instruments | ' | ||||||||||||||||||||||||||||||
NOTE 12 — DERIVATIVE INSTRUMENTS | |||||||||||||||||||||||||||||||
The Company has entered into derivatives to hedge its exposure to price risk related to feedstock inventory and biodiesel finished goods inventory. Additionally, the Company has entered into an interest rate swap with the objective of managing risk caused by fluctuations in interest rates associated with the REG Danville note payable. The Company does not enter into derivative transactions for trading purposes. | |||||||||||||||||||||||||||||||
All of the Company’s derivatives are designated as non-hedge derivatives and are utilized to manage cash flow. | |||||||||||||||||||||||||||||||
Unrealized gains and losses on commodity futures, swaps and options contracts used to hedge feedstock purchases or biodiesel inventory are recognized as a component of biodiesel costs of goods sold reflected in current results of operations. Commodity hedge gains and losses are generally offset by other corresponding changes in gross margin through changes in either biodiesel sales price and/or feedstock price. As of September 30, 2013, the Company had 2,249 open commodity contracts. The fair value of these contracts was a net liability position of $1,254 and $416, as of September 30, 2013 and December 31, 2012, respectively, and was recorded in prepaid expenses and other assets. | |||||||||||||||||||||||||||||||
Unrealized gains and losses on the interest rate swap are recorded in other income (expense), net in the Company’s statements of operations. The Company manages interest rate risk associated with the REG Danville variable interest rate note payable using a fixed rate swap. The interest rate swap agreement had outstanding notional values of $3,520 and $5,245 as of September 30, 2013 and December 31, 2012, respectively. The agreement effectively fixes the variable component of the interest rate on the Term Loan at 0.92% through July 2015. The fair value of the interest rate swap agreement was $24 and $46 at September 30, 2013 and December 31, 2012, respectively, and is recorded in other noncurrent liabilities. | |||||||||||||||||||||||||||||||
The following tables provide details regarding the Company’s derivative financial instruments: | |||||||||||||||||||||||||||||||
As of September 30, 2013 | |||||||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||||||
Balance Sheet | Fair | Balance Sheet | Fair | ||||||||||||||||||||||||||||
Location | Value | Location | Value | ||||||||||||||||||||||||||||
Interest rate swap | $ | — | Other liabilities | $ | 24 | ||||||||||||||||||||||||||
Commodity swaps | Prepaid expenses and other assets | 2,104 | Prepaid expenses and other assets | 3,457 | |||||||||||||||||||||||||||
Commodity options | Prepaid expenses and other assets | 160 | Prepaid expenses and other assets | 61 | |||||||||||||||||||||||||||
Total derivatives | $ | 2,264 | $ | 3,542 | |||||||||||||||||||||||||||
As of December 31, 2012 | |||||||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||||||
Balance Sheet | Fair | Balance Sheet | Fair | ||||||||||||||||||||||||||||
Location | Value | Location | Value | ||||||||||||||||||||||||||||
Interest rate swap | $ | — | Other liabilities | $ | 46 | ||||||||||||||||||||||||||
Commodity swaps | Prepaid expenses and other assets | 305 | Prepaid expenses and other assets | 476 | |||||||||||||||||||||||||||
Commodity options | Prepaid expenses and other assets | 143 | Prepaid expenses and other assets | 388 | |||||||||||||||||||||||||||
Total derivatives | $ | 448 | $ | 910 | |||||||||||||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | ||||||||||||||||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||
Location of Gain (Loss) | Amount of | Amount of | Amount of | Amount of | |||||||||||||||||||||||||||
Recognized in income | Gain (Loss) | Gain (Loss) | Gain (Loss) | Gain (Loss) | |||||||||||||||||||||||||||
Recognized | Recognized | Recognized | Recognized | ||||||||||||||||||||||||||||
in Income on | in Income on | in Income on | in Income on | ||||||||||||||||||||||||||||
Derivatives | Derivatives | Derivatives | Derivatives | ||||||||||||||||||||||||||||
Embedded derivative | Change in fair value of preferred stock conversion feature embedded derivatives | $ | — | $ | — | $ | — | $ | 11,975 | ||||||||||||||||||||||
Interest rate swap | Other income (loss) | 4 | (2 | ) | 21 | (14 | ) | ||||||||||||||||||||||||
Commodity futures | Cost of goods sold – Biodiesel | — | (4 | ) | (2 | ) | (4 | ) | |||||||||||||||||||||||
Commodity swaps | Cost of goods sold – Biodiesel | (10,694 | ) | (17,962 | ) | (3,053 | ) | (4,916 | ) | ||||||||||||||||||||||
Commodity options | Cost of goods sold – Biodiesel | (515 | ) | (4 | ) | (115 | ) | 64 | |||||||||||||||||||||||
Total | $ | (11,205 | ) | $ | (17,972 | ) | $ | (3,149 | ) | $ | 7,105 | ||||||||||||||||||||
The tables below represent the amounts subject to an enforceable master netting arrangement not otherwise disclosed: | |||||||||||||||||||||||||||||||
Offsetting of Derivative Assets | |||||||||||||||||||||||||||||||
As of September 30, 2013 | |||||||||||||||||||||||||||||||
Description | Gross Amounts | Gross Amounts Offset in | Net Amounts Presented | Gross Amounts Not Offset | Net Amount | ||||||||||||||||||||||||||
Recognized | the Statement of | in the Statement of | in the Statement of | ||||||||||||||||||||||||||||
Financial Position | Financial Position | Financial Position | |||||||||||||||||||||||||||||
Derivatives | $ | 19,679 | (2,264 | ) | 17,415 | (17,415 | ) | $ | — | ||||||||||||||||||||||
Offsetting of Derivative Liabilities | |||||||||||||||||||||||||||||||
As of September 30, 2013 | |||||||||||||||||||||||||||||||
Description | Gross Amounts | Gross Amounts Offset in | Net Amounts Presented | Gross Amounts Not Offset | Net Amount | ||||||||||||||||||||||||||
Recognized | the Statement of | in the Statement of | in the Statement of | ||||||||||||||||||||||||||||
Financial Position | Financial Position | Financial Position | |||||||||||||||||||||||||||||
Derivatives | $ | 3,542 | (2,264 | ) | 1,278 | — | $ | 1,278 | |||||||||||||||||||||||
Offsetting of Derivative Assets | |||||||||||||||||||||||||||||||
As of December 31, 2012 | |||||||||||||||||||||||||||||||
Description | Gross Amounts | Gross Amounts Offset in | Net Amounts Presented | Gross Amounts Not Offset | Net Amount | ||||||||||||||||||||||||||
Recognized | the Statement of | in the Statement of | in the Statement of | ||||||||||||||||||||||||||||
Financial Position | Financial Position | Financial Position | |||||||||||||||||||||||||||||
Derivatives | $ | 8,501 | (448 | ) | 8,053 | (8,053 | ) | $ | — | ||||||||||||||||||||||
Offsetting of Derivative Liabilities | |||||||||||||||||||||||||||||||
As of December 31, 2012 | |||||||||||||||||||||||||||||||
Description | Gross Amounts | Gross Amounts Offset in | Net Amounts Presented | Gross Amounts Not Offset | Net Amount | ||||||||||||||||||||||||||
Recognized | the Statement of | in the Statement of | in the Statement of | ||||||||||||||||||||||||||||
Financial Position | Financial Position | Financial Position | |||||||||||||||||||||||||||||
Derivatives | $ | 910 | (448 | ) | 462 | — | $ | 462 | |||||||||||||||||||||||
Fair_Value_Measurement
Fair Value Measurement | 9 Months Ended | |||||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||||
Fair Value Measurement | ' | |||||||||||||||||||||||||||||||||
NOTE 13 — FAIR VALUE MEASUREMENT | ||||||||||||||||||||||||||||||||||
ASC Topic 820, Fair Value Measurement (ASC Topic 820), establishes a framework for measuring fair value in GAAP and expands disclosures about fair market value measurements. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, ASC Topic 820 establishes a three-tier fair value hierarchy, which 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. | ||||||||||||||||||||||||||||||||||
In addition, ASC Topic 820 requires disclosures about the use of fair value to measure assets and liabilities to enable the assessment of inputs used to develop fair value measures, and for unobservable inputs, to determine the effects of the measurements on earnings. | ||||||||||||||||||||||||||||||||||
A summary of assets (liabilities) measured at fair value is as follows: | ||||||||||||||||||||||||||||||||||
As of September 30, 2013 | ||||||||||||||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||
Interest rate swap | $ | (24 | ) | $ | — | $ | (24 | ) | $ | — | ||||||||||||||||||||||||
Commodity swaps | $ | (1,353 | ) | — | (1,353 | ) | — | |||||||||||||||||||||||||||
Commodity options | $ | 99 | — | 99 | — | |||||||||||||||||||||||||||||
$ | (1,278 | ) | $ | — | $ | (1,278 | ) | $ | — | |||||||||||||||||||||||||
As of December 31, 2012 | ||||||||||||||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||
Interest rate swap | $ | (46 | ) | $ | — | $ | (46 | ) | $ | — | ||||||||||||||||||||||||
Commodity swaps | $ | (171 | ) | — | (171 | ) | — | |||||||||||||||||||||||||||
Commodity options | $ | (245 | ) | — | (245 | ) | — | |||||||||||||||||||||||||||
$ | (462 | ) | $ | — | $ | (462 | ) | $ | — | |||||||||||||||||||||||||
The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2012: | ||||||||||||||||||||||||||||||||||
Series A | Seneca | |||||||||||||||||||||||||||||||||
Preferred | Holdco | |||||||||||||||||||||||||||||||||
Stock | Liability | |||||||||||||||||||||||||||||||||
Embedded | ||||||||||||||||||||||||||||||||||
Derivatives | ||||||||||||||||||||||||||||||||||
Ending balance—January 1, 2012 | $ | (53,822 | ) | $ | (11,903 | ) | ||||||||||||||||||||||||||||
Total unrealized gains (losses) | 11,975 | 349 | ||||||||||||||||||||||||||||||||
Purchases | — | — | ||||||||||||||||||||||||||||||||
Issuance | — | — | ||||||||||||||||||||||||||||||||
Settlements | 41,847 | 11,554 | ||||||||||||||||||||||||||||||||
Ending balance—March 31, 2012 | $ | — | $ | — | ||||||||||||||||||||||||||||||
Total unrealized gains (losses) | — | — | ||||||||||||||||||||||||||||||||
Purchases | — | — | ||||||||||||||||||||||||||||||||
Issuance | — | — | ||||||||||||||||||||||||||||||||
Settlements | — | — | ||||||||||||||||||||||||||||||||
Ending balance—September 30, 2012 | $ | — | $ | — | ||||||||||||||||||||||||||||||
The company used the following methods and assumptions to estimate fair value of its financial instruments: | ||||||||||||||||||||||||||||||||||
Valuation of Preferred Stock embedded conversion feature derivatives: The estimated fair value of the derivative instruments embedded in the Company’s outstanding preferred stock is determined using the option pricing method to allocate the fair value of the underlying stock to the various components comprising the security, including the embedded derivative. The allocation was performed based on each class of preferred stock’s liquidation preference and relative seniority. Derivative liabilities are adjusted to reflect fair value at each period end. The effects of interactions between embedded derivatives are calculated and accounted for in arriving at the overall fair value of the financial instruments. The derivative instrument is reflected in Level 3. | ||||||||||||||||||||||||||||||||||
Interest rate swap: The fair value of the interest rate swap was determined based on a discounted cash flow approach using market observable swap curves. The swap agreement is reflected in Level 2. | ||||||||||||||||||||||||||||||||||
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 of contracts based on quoted prices of identical assets in an active exchange-traded market is reflected in Level 1. Contracts whose fair value is determined based on quoted prices of similar contracts in over-the-counter markets are reflected in Level 2. | ||||||||||||||||||||||||||||||||||
Seneca Holdco liability: The liability represents the combination of the Call Option and the Put Option related to the purchase of the membership interest of Landlord. The fair value of the Seneca Holdco liability is determined using an option pricing model and represents the probability weighted present value of the gain that is realized upon exercise of each option. The Call Option and Put Option contract is reflected in Level 3. | ||||||||||||||||||||||||||||||||||
Notes payable and lines of credit: The fair value of long-term debt and lines of credit was established using discounted cash flow calculations and current market rates reflecting Level 2 inputs. | ||||||||||||||||||||||||||||||||||
The estimated fair values of the Company’s financial instruments, which are not recorded at fair value, are as follows: | ||||||||||||||||||||||||||||||||||
30-Sep-13 | December 31, 2012 | |||||||||||||||||||||||||||||||||
Asset- (Liability) | Fair Value | Asset- (Liability) | Fair Value | |||||||||||||||||||||||||||||||
Carrying | Carrying | |||||||||||||||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||||||||||||
Financial Liabilities: | ||||||||||||||||||||||||||||||||||
Notes payable and lines of credit | $ | (35,488 | ) | $ | (35,393 | ) | $ | (37,044 | ) | $ | (37,000 | ) | ||||||||||||||||||||||
Reportable_Segments
Reportable Segments | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Reportable Segments | ' | |||||||||||||||||||
NOTE 14 — REPORTABLE SEGMENTS | ||||||||||||||||||||
The Company reports its reportable segments based on services provided to customers, which include Biodiesel, Services and Corporate and other activities. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company has chosen to differentiate the reportable segments based on the products and services each segment offers. | ||||||||||||||||||||
The Biodiesel segment processes waste vegetable oils, animal fats, virgin vegetable oils and other feedstocks and methanol into biodiesel. The Biodiesel segment also includes the Company’s purchases and resale of biodiesel produced by third parties. Revenue is derived from the purchases and sales of biodiesel and raw material feedstocks acquired from third parties, sales of biodiesel produced under toll manufacturing arrangements with third party facilities, sales of processed biodiesel from Company facilities, sales of RINs, related by-products and renewable energy government incentive payments. The Services segment offers services for managing the construction of biodiesel production facilities and managing ongoing operations of internal and third party plants and collects fees related to the services provided. The Company does not allocate items that are of a non-operating nature or corporate expenses to the business segments. Intersegment revenues are reported by the Services segment, which manages the construction and operations of facilities included in the Biodiesel segment. Revenues are recorded by the Services segment at cost. Corporate expenses consist of corporate office expenses including compensation, benefits, occupancy and other administrative costs, including management service expenses. | ||||||||||||||||||||
The following table represents the significant items by reportable segment: | ||||||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Net sales: | ||||||||||||||||||||
Biodiesel | $ | 458,429 | $ | 322,873 | $ | 1,107,443 | $ | 782,890 | ||||||||||||
Services | 17,854 | 9,666 | 46,809 | 26,223 | ||||||||||||||||
Intersegment revenues | (17,839 | ) | (9,627 | ) | (46,705 | ) | (26,027 | ) | ||||||||||||
$ | 458,444 | $ | 322,912 | $ | 1,107,547 | $ | 783,086 | |||||||||||||
Income (loss) before income taxes: | ||||||||||||||||||||
Biodiesel | $ | 57,854 | $ | 2,795 | $ | 194,770 | $ | 50,777 | ||||||||||||
Services | (5 | ) | (4 | ) | (45 | ) | (3 | ) | ||||||||||||
Corporate and other (a) | (13,197 | ) | (10,996 | ) | (35,037 | ) | (24,695 | ) | ||||||||||||
$ | 44,652 | $ | (8,205 | ) | $ | 159,688 | $ | 26,079 | ||||||||||||
Depreciation and amortization expense, net: | ||||||||||||||||||||
Biodiesel | $ | 2,214 | $ | 1,771 | $ | 5,854 | $ | 5,307 | ||||||||||||
Services | 35 | 12 | 86 | 21 | ||||||||||||||||
Corporate and other (a) | 237 | 197 | 669 | 573 | ||||||||||||||||
$ | 2,486 | $ | 1,980 | $ | 6,609 | $ | 5,901 | |||||||||||||
Cash paid for purchases of property, plant and equipment: | ||||||||||||||||||||
Biodiesel | $ | 8,363 | $ | 1,613 | $ | 26,573 | $ | 5,369 | ||||||||||||
Services | 30 | 345 | 504 | 387 | ||||||||||||||||
Corporate and other (a) | 335 | 49 | 1,708 | 643 | ||||||||||||||||
$ | 8,728 | $ | 2,007 | $ | 28,785 | $ | 6,399 | |||||||||||||
September 30, | December 31, | |||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Goodwill: | ||||||||||||||||||||
Biodiesel | $ | 68,784 | $ | 68,784 | ||||||||||||||||
Services | 16,080 | 16,080 | ||||||||||||||||||
$ | 84,864 | $ | 84,864 | |||||||||||||||||
Assets: | ||||||||||||||||||||
Biodiesel | $ | 423,842 | $ | 357,305 | ||||||||||||||||
Services | 20,577 | 20,033 | ||||||||||||||||||
Corporate and other (b) | 241,375 | 118,446 | ||||||||||||||||||
$ | 685,794 | $ | 495,784 | |||||||||||||||||
(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, 2013 | |
Commitments and Contingencies | ' |
NOTE 15 — 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. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
NOTE 16 — SUBSEQUENT EVENTS | |
The Company has performed an evaluation of subsequent events through the date the financial statements were issued and has determined there have been no material subsequent events requiring disclosure. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Basis of Consolidation | ' | |||||||||||||||
Basis of Consolidation | ||||||||||||||||
The accompanying condensed consolidated financial statements include the accounts of the Company, consolidated with the accounts of all of its subsidiaries and affiliates in which the Company holds a controlling financial interest as of the financial statement date. Normally, a controlling financial interest reflects ownership of a majority of the voting interests. Other factors considered in determining whether a controlling financial interest is held include whether the Company possesses the authority to purchase or sell assets or make other operating decisions that significantly affect the entity’s results of operations and whether the Company is the primary beneficiary of the economic benefits and financial risks of the entity. Intercompany accounts and transactions have been eliminated. | ||||||||||||||||
Inventories | ' | |||||||||||||||
Inventories | ||||||||||||||||
Inventories consist of raw materials, work in process and finished goods and are valued at the lower of cost or market. As of September 30, 2013 and December 31, 2012, there were no adjustments to reduce inventory to the lower of cost or market. Cost is determined based on the first-in, first-out method. | ||||||||||||||||
Renewable Identification Numbers (RINs) | ' | |||||||||||||||
Renewable Identification Numbers (RINs) | ||||||||||||||||
When the Company produces a gallon of biodiesel, 1.5 RINs per gallon are generated. RINs are used to track compliance with Renewable Fuel Standards (RFS2). RFS2 allows the Company to attach between zero and 2.5 RINs to any gallon of biodiesel. When the Company sells a gallon of biodiesel, 1.5 RINs are generally attached. As a result, a portion of the selling price for a gallon of biodiesel is generally attributable to RFS2 compliance. However, RINs that the Company generates are a form of government incentive and not a result of the physical attributes of the biodiesel production. Therefore, no cost is allocated to the RIN when it is generated, regardless whether the RIN is transferred with the biodiesel produced or held by the Company pending attachment to other biodiesel production sales. In addition, the Company also obtains RINs from third parties who have separated the RINs from gallons of biomass-based diesel by blending the biomass-based diesel with at least 80% petroleum diesel fuel. From time to time, the Company holds varying amounts of these separated RINs for resale. RINs obtained from third parties are initially recorded at their cost at the time we acquire them and are subsequently revalued at the lower of cost or market as of the last day of each accounting period and the resulting adjustments are reflected in costs of goods sold for the period. The value of RINs obtained from third parties is reflected in “Prepaid expenses and other assets” on the consolidated balance sheet. The cost of goods sold related to the sale of these RINs is determined using the average cost method, while market prices are determined by RIN values, as reported by the Oil Price Information Service (OPIS). | ||||||||||||||||
Preferred Stock Accretion | ' | |||||||||||||||
Preferred Stock Accretion | ||||||||||||||||
On January 24, 2012, in connection with the IPO, the Series A Preferred Stock was converted into a combination of shares of Series B Preferred Stock and Class A Common Stock. Accretion of the Series A Preferred Stock was terminated at the time of the conversion. The Company recorded the Series B Preferred Stock at fair value, which was a premium over its redemption value; therefore no accretion is recorded for the Series B Preferred Stock (ASC Topic 480-10-S99). | ||||||||||||||||
Accretion of $0 for the three and nine months ended September 30, 2013 and $0 and $1,808 for the three and nine months ended September 30, 2012, respectively, has been recognized as a reduction to income available to common stockholders in accordance with paragraph 15 of ASC Topic 480-10-S99, Classification and Measurement of Redeemable Securities (ASC Topic 480-10-S99). | ||||||||||||||||
Goodwill | ' | |||||||||||||||
Goodwill | ||||||||||||||||
The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles – Goodwill and Other. The Company reviews the carrying value of goodwill for impairment annually on July 31 or when impairment indicators exist. Goodwill is allocated and reviewed for impairment by reporting units. The Company’s reporting units consist of its two operating segments, the biodiesel operating segment and services operating segment. The analysis is based on a comparison of the carrying value of the reporting unit to its fair value, determined utilizing a discounted cash flow methodology. Additionally, the Company reviews the carrying value of goodwill whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. 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 operating segment exceeded its carrying value by approximately 43% and the services operating segment exceeded its carrying value by approximately 20%. There was no impairment of goodwill recorded in the periods presented. | ||||||||||||||||
Revenue Recognition | ' | |||||||||||||||
Revenue Recognition | ||||||||||||||||
The Company recognizes revenues from the following sources: | ||||||||||||||||
• | the sale of biodiesel and its co-products, as well as Renewable Identification Numbers (RINs) and raw material feedstocks, purchased or produced by the Company at owned and leased manufacturing facilities and manufacturing facilities with which the Company has tolling arrangements; | |||||||||||||||
• | the resale of biodiesel, RINs and raw material feedstocks acquired from third parties; | |||||||||||||||
• | fees received under toll manufacturing agreements with third parties; | |||||||||||||||
• | incentives received from federal and state programs for renewable fuels; and | |||||||||||||||
• | fees received for the marketing and sales of biodiesel produced by third parties and from managing operations of third party facilities. | |||||||||||||||
Biodiesel, including RINs, and raw material feedstock revenues are recognized where there is persuasive evidence of an arrangement, delivery has occurred, the price has been fixed or is determinable and collectability can be reasonably assured. | ||||||||||||||||
Fees received under toll manufacturing agreements with third parties are generally established as an agreed upon amount per gallon of biodiesel produced. The fees are recognized where there is persuasive evidence of an arrangement, delivery has occurred, the price has been fixed or is determinable and collectability can be reasonably assured. | ||||||||||||||||
Revenues associated with the governmental incentive programs are recognized when the amount to be received is determinable, collectability is reasonably assured, and the sale of product giving rise to the incentive has been recognized. | ||||||||||||||||
While in general the Company has not historically offered sales incentives to customers, the uncertainty around the reinstatement of the federal blenders’ tax credit led to the introduction of such an incentive during 2012. Specifically, during 2012 the Company negotiated contracts with certain customers to allow such customers to share in the value of federal blenders tax payments if the law were to be reinstated. The federal blenders tax credit was reinstated on January 2, 2013 and the Company recognized $69,534 of cash payments owed to customers as a reduction of Biodiesel sales revenue. Before 2012, the Company did not have similar contracts and none of its sales subsequent to December 31, 2012 contain such provisions. | ||||||||||||||||
Fees for managing ongoing operations of third party plants, marketing biodiesel produced by third party plants and from other services are recognized as services are provided. The Company also has performance-based incentive agreements that are included as management service revenues. These performance incentives are recognized as revenues when the amount to be received is determinable and collectability is reasonably assured. | ||||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||
Stock-Based Compensation | ||||||||||||||||
On August 31, 2011, the Company’s Board of Directors (Company Board) approved the Amended and Restated 2009 Stock Incentive Plan, which was then approved by the Company’s shareholders on October 26, 2011. Eligible award recipients are employees, non-employee directors and advisors who provide service to the Company. The Company accounts for stock-based compensation in accordance with ASC Topic 718, Stock Compensation (ASC Topic 718). Compensation expense is measured at the grant-date fair value of the award and recognized as compensation expense over the vesting period. Compensation expense of $1,483 and $3,869 for the three and nine months ended September 30, 2013, respectively, and $2,965 and $12,687 for the three and nine months ended September 30, 2012, respectively, was recorded for restricted stock units and stock appreciation rights awarded to employees and non-employee directors in return for services. During January 2013, the Company granted 20,000 shares of stock appreciation rights to an employee for services with a vesting period of four years. During February 2013, the Company granted 50,000 shares of restricted stock units to an employee that vested and converted to common stock immediately based upon meeting certain performance requirements. During May 2013, the Company granted 84,921 shares of restricted stock units and 313,482 shares of stock appreciation rights to employees with vesting periods of three and four years, respectively. During the third quarter 2013, the Company granted 50,000 shares of restricted stock units which will vest on December 31, 2013 and 19,262 shares of restricted stock units which will cliff vest in three to four years. Also during the third quarter 2013, the Company grated 1,575 shares of stock appreciation rights to various employees which have a vesting period of four years. | ||||||||||||||||
Recapitalization Policy Text Block | ' | |||||||||||||||
Recapitalization | ||||||||||||||||
In connection with the Company’s IPO on January 24, 2012, the Company gave effect to the one-time conversion of Series A Preferred Stock and certain common stock warrants into 7,660,612 shares of newly-issued Common Stock and 2,999,493 shares of $74,987 aggregate liquidation preference Series B Preferred Stock with cumulative dividends of 4.5% per annum. All Series A Preferred Stock was converted and no Series A Preferred Stock remains outstanding. The Company recorded the effects from the exchange of Series A Preferred Stock for Series B Preferred Stock and Common Stock as an extinguishment in accordance with ASC 260-10-S99-2. | ||||||||||||||||
Accordingly, the Company recognized an addition to the income available to common shareholders in the amount of $39,107. This amount was determined by comparing the fair value of the Series B Preferred Stock and Common Stock issued of $152,327 to the carrying amount of the Series A preferred shares that were redeemed of $191,434. The excess of the carrying amount of Series A Preferred Stock that were redeemed over the fair value of the Series B Preferred Stock and Common Stock that were issued was recorded as an increase to additional paid-in capital and was added to net earnings available to common shareholders of $39,107. The Series B Preferred Stock fair value was determined using Monte Carlo simulation methodology with the assistance of external third-party experts to calculate the fair-value using the Company’s common stock at time of conversion. The significant assumptions included the volatility rate and risk-free rate based upon the yield of the U.S. Industrials B curve. | ||||||||||||||||
Net Income Per Share | ' | |||||||||||||||
Net Income (Loss) Per Share | ||||||||||||||||
Basic and diluted net income (loss) per common share are presented in conformity with the two-class method required for participating securities. The two-class method includes an earnings allocation formula that determines earnings for each class of common stock according to dividends declared and undistributed earnings for the period. | ||||||||||||||||
The holders of the Series B Preferred Stock accrue dividends at a rate of $1.125 per share per annum. Dividends are cumulative, accrue on a daily basis from the date of issuance and compound annually from the date of issuance. If dividends on the Series B Preferred Stock have not been paid or declared, the deficiency shall be paid or declared before any dividend is declared for Common Stock. Dividends in arrears do not bear interest. Holders of the Series B Preferred Stock are allowed to participate in the dividends to common stockholders in the event that dividends on Common Stock exceed that of the Series B Preferred Stock as if the Series B Preferred Stock had been converted to Common Stock at the beginning of the year. | ||||||||||||||||
The Company calculates the effects of the Series B Preferred Stock on diluted EPS under the “if-converted” method unless the conversion of the convertible preferred stock is anti-dilutive to basic EPS. The effects of Common Stock options, warrants, restricted stock units and stock appreciation rights on diluted EPS are calculated using the treasury stock method unless the effects are anti-dilutive to EPS. | ||||||||||||||||
The following potentially dilutive weighted average securities were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders during the periods presented as the effect was anti-dilutive: | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Options to purchase common stock | 87,026 | 87,026 | 87,026 | 87,026 | ||||||||||||
Restricted stock units | — | 1,134,421 | — | 1,409,659 | ||||||||||||
Stock appreciation rights | 314,036 | 1,043,693 | 1,194,477 | 655,762 | ||||||||||||
Warrants to purchase common stock | — | 17,916 | — | 42,054 | ||||||||||||
Redeemable preferred shares | — | 5,998,986 | — | — | ||||||||||||
Total | 401,062 | 8,282,042 | 1,281,503 | 2,194,501 | ||||||||||||
The following table presents the calculation of diluted net income per share for the three and nine months ended September 30, 2013 and for the nine months ended September 30 2012. For the three months ended September 30, 2012, the effect from all convertible securities was anti-dilutive (in thousands, except share and per share data): | ||||||||||||||||
Three Months | Nine Months | Nine Months | ||||||||||||||
Ended | Ended | Ended | ||||||||||||||
September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2013 | 2012 | ||||||||||||||
Net income attributable to the Company’s common stockholders | $ | 78,462 | $ | 133,958 | $ | 44,457 | ||||||||||
Less: effects of recapitalization | — | — | (39,107 | ) | ||||||||||||
Plus: change in undistributed dividends allocated to preferred stockholders | 147 | 147 | 1,685 | |||||||||||||
Plus: distributed dividends to Preferred Stockholders | 258 | 1,848 | 1,470 | |||||||||||||
Plus: accretion of Series A Preferred Stock to redemption value | — | — | 1,808 | |||||||||||||
Plus: (gain) loss due to change in fair value of Series A Preferred Stock conversion feature embedded derivatives | — | — | (11,975 | ) | ||||||||||||
Plus: effect of participating securities | 7,836 | 20,283 | 12,097 | |||||||||||||
Net income available to common stockholders | 86,703 | 156,236 | 10,435 | |||||||||||||
Less: effect of participating securities | (8,191 | ) | (22,275 | ) | (1,108 | ) | ||||||||||
Net income attributable to the Company’s common stockholders after dilutive effects | $ | 78,512 | $ | 133,961 | $ | 9,327 | ||||||||||
Shares: | ||||||||||||||||
Weighted-average shares used to compute basic net income per share | 33,790,034 | 31,918,951 | 27,729,676 | |||||||||||||
Adjustment to reflect conversion of preferred stock | — | — | 5,947,023 | |||||||||||||
Adjustment to reflect stock appreciation right conversions | 221,909 | 4,977 | — | |||||||||||||
Adjustment to reflect warrants to purchase common stock | 4,533 | 269 | — | |||||||||||||
Weighted-average shares used to compute diluted net income per share | 34,016,476 | 31,924,197 | 33,676,699 | |||||||||||||
Net income per share attributable to common stockholders | ||||||||||||||||
Diluted | $ | 2.31 | $ | 4.20 | $ | 0.28 | ||||||||||
Variable Interest Entities | ' | |||||||||||||||
Variable Interest Entities | ||||||||||||||||
The Company uses both quantitative and qualitative analysis when evaluating its variable interest entities (VIE) and determining the primary beneficiary (PB) of a VIE. The Company consolidates a VIE if it has both (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. | ||||||||||||||||
New Accounting Pronouncements | ' | |||||||||||||||
New Accounting Pronouncements | ||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (Topic 740). The amendments in ASU 2013-11 provide guidance on the financial statement presentation of unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company will reflect the impact of these amendments beginning with the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2014. The Company does not anticipate a material impact to the Company’s financial position, results of operations or cash flows as a result of this change. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Dilutive Weighted Average Securities were Excluded from the Calculation of Diluted Net Income (Loss) Per Share Attributable to Common Stockholders During the Periods | ' | |||||||||||||||
The following potentially dilutive weighted average securities were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders during the periods presented as the effect was anti-dilutive: | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Options to purchase common stock | 87,026 | 87,026 | 87,026 | 87,026 | ||||||||||||
Restricted stock units | — | 1,134,421 | — | 1,409,659 | ||||||||||||
Stock appreciation rights | 314,036 | 1,043,693 | 1,194,477 | 655,762 | ||||||||||||
Warrants to purchase common stock | — | 17,916 | — | 42,054 | ||||||||||||
Redeemable preferred shares | — | 5,998,986 | — | — | ||||||||||||
Total | 401,062 | 8,282,042 | 1,281,503 | 2,194,501 | ||||||||||||
Calculation of Diluted Net Income Per Share | ' | |||||||||||||||
The following table presents the calculation of diluted net income per share for the three and nine months ended September 30, 2013 and for the nine months ended September 30 2012. For the three months ended September 30, 2012, the effect from all convertible securities was anti-dilutive (in thousands, except share and per share data): | ||||||||||||||||
Three Months | Nine Months | Nine Months | ||||||||||||||
Ended | Ended | Ended | ||||||||||||||
September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2013 | 2012 | ||||||||||||||
Net income attributable to the Company’s common stockholders | $ | 78,462 | $ | 133,958 | $ | 44,457 | ||||||||||
Less: effects of recapitalization | — | — | (39,107 | ) | ||||||||||||
Plus: change in undistributed dividends allocated to preferred stockholders | 147 | 147 | 1,685 | |||||||||||||
Plus: distributed dividends to Preferred Stockholders | 258 | 1,848 | 1,470 | |||||||||||||
Plus: accretion of Series A Preferred Stock to redemption value | — | — | 1,808 | |||||||||||||
Plus: (gain) loss due to change in fair value of Series A Preferred Stock conversion feature embedded derivatives | — | — | (11,975 | ) | ||||||||||||
Plus: effect of participating securities | 7,836 | 20,283 | 12,097 | |||||||||||||
Net income available to common stockholders | 86,703 | 156,236 | 10,435 | |||||||||||||
Less: effect of participating securities | (8,191 | ) | (22,275 | ) | (1,108 | ) | ||||||||||
Net income attributable to the Company’s common stockholders after dilutive effects | $ | 78,512 | $ | 133,961 | $ | 9,327 | ||||||||||
Shares: | ||||||||||||||||
Weighted-average shares used to compute basic net income per share | 33,790,034 | 31,918,951 | 27,729,676 | |||||||||||||
Adjustment to reflect conversion of preferred stock | — | — | 5,947,023 | |||||||||||||
Adjustment to reflect stock appreciation right conversions | 221,909 | 4,977 | — | |||||||||||||
Adjustment to reflect warrants to purchase common stock | 4,533 | 269 | — | |||||||||||||
Weighted-average shares used to compute diluted net income per share | 34,016,476 | 31,924,197 | 33,676,699 | |||||||||||||
Net income per share attributable to common stockholders | ||||||||||||||||
Diluted | $ | 2.31 | $ | 4.20 | $ | 0.28 | ||||||||||
Acquisitions_Tables
Acquisitions (Tables) (Soy Energy, LLC) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Soy Energy, LLC | ' | |||||
Fair Value of Assets and Liabilities Acquired | ' | |||||
The following table summarized the allocation of the purchase price to the fair values of the net assets acquired at the date of acquisition: | ||||||
Allocation at | ||||||
30-Jul-13 | ||||||
Assets (liabilities) acquired: | ||||||
Property, plant and equipment | $ | 16,085 | ||||
Other current liabilities | (17 | ) | ||||
Total | $ | 16,068 | ||||
Variable_Interest_Entities_Tab
Variable Interest Entities (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Carrying Values and Maximum Exposure for All Unconsolidated VIE's | ' | ||||||||||||||||||||||||
The carrying values and maximum exposure for all unconsolidated VIE’s are as follows: | |||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
Investment: | Investments | Maximum | Investments | Maximum | |||||||||||||||||||||
Exposure | Exposure | ||||||||||||||||||||||||
Western Iowa Energy LLC | $ | 671 | $ | 671 | $ | 613 | $ | 613 | |||||||||||||||||
Western Dubuque Biodiesel LLC | 2,005 | 2,005 | 2,005 | 2,005 | |||||||||||||||||||||
$ | 2,676 | $ | 2,676 | $ | 2,618 | $ | 2,618 | ||||||||||||||||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Inventories | ' | |||||||||
Inventories consist of the following: | ||||||||||
September 30, | December 31, | |||||||||
2013 | 2012 | |||||||||
Raw materials | $ | 21,785 | $ | 9,835 | ||||||
Work in process | 1,567 | 448 | ||||||||
Finished goods | 36,535 | 34,923 | ||||||||
Total | $ | 59,887 | $ | 45,206 | ||||||
Prepaid_Expenses_and_Other_Ass1
Prepaid Expenses and Other Assets (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Summary of Prepaid Expense and Other Assets | ' | |||||||||||||
Prepaid expense and other assets consist of the following: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Commodity derivatives and related collateral, net | $ | 16,161 | $ | 7,637 | ||||||||||
Prepaid expenses | 2,924 | 2,176 | ||||||||||||
Deposits | 277 | 857 | ||||||||||||
RIN inventory | 16,820 | 99 | ||||||||||||
Income taxes receivable | 3,630 | 4,735 | ||||||||||||
Other | 173 | 308 | ||||||||||||
Total | $ | 39,985 | $ | 15,812 | ||||||||||
Borrowings_Tables
Borrowings (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Company's Borrowings | ' | ||||||||||
The Company’s term borrowings are as follows: | |||||||||||
September 30, | December 31, | ||||||||||
2013 | 2012 | ||||||||||
REG Danville term loan | $ | 6,226 | $ | 10,060 | |||||||
REG Newton term loan | 18,426 | 21,175 | |||||||||
Other | 6,734 | 1,496 | |||||||||
Total notes payable | $ | 31,386 | $ | 32,731 | |||||||
Bell, LLC promissory note—variable interest entity | $ | 4,102 | $ | 4,313 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||||||||||||||
The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows: | |||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||||||
Current | Noncurrent | Current | Noncurrent | ||||||||||||||||||
Deferred tax assets | |||||||||||||||||||||
Net operating loss carry forwards | $ | — | $ | 60,360 | $ | — | $ | 4,806 | |||||||||||||
Other | 17,075 | 20,101 | 3,136 | 20,460 | |||||||||||||||||
Deferred tax assets | 17,075 | 80,461 | 3,136 | 25,266 | |||||||||||||||||
Deferred tax liabilities | (10,988 | ) | (28,872 | ) | (624 | ) | (24,297 | ) | |||||||||||||
Net deferred tax assets | 6,087 | 51,589 | 2,512 | 969 | |||||||||||||||||
Valuation allowance | (11,500 | ) | (51,567 | ) | — | — | |||||||||||||||
Net deferred taxes | $ | (5,413 | ) | $ | 22 | $ | 2,512 | $ | 969 | ||||||||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||||||||||||||||
Income tax expense attributable to operations differed from the expense computed using the federal statutory rate (35%) primarily as a result of government incentives, state income taxes net of federal income tax effects, and valuation allowances. A reconciliation of the reported amount of income tax expense to the amount computed by applying the statutory federal income tax rate to earnings from continuing operations before income taxes is as follows: | |||||||||||||||||||||
Nine Months Ended September 30, 2013 | Nine Months Ended September 30, 2012 | ||||||||||||||||||||
U.S. Federal income tax (expense) benefit at a statutory rate of 35 percent | $ | (55,892 | ) | $ | (9,095 | ) | |||||||||||||||
Tax position on government incentives | 105,338 | — | |||||||||||||||||||
State taxes, net of federal income tax benefit | 10,972 | (1,007 | ) | ||||||||||||||||||
Embedded derivative | — | 4,191 | |||||||||||||||||||
Excess tax benefits | — | (3,402 | ) | ||||||||||||||||||
Other, net | (803 | ) | 83 | ||||||||||||||||||
Total (expense) benefit for income taxes before valuation allowance | 59,615 | (9,230 | ) | ||||||||||||||||||
Valuation allowance | (63,067 | ) | 5,561 | ||||||||||||||||||
Total (expense) benefit for income taxes | $ | (3,452 | ) | $ | (3,669 | ) | |||||||||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||
Summary of Related Party Transactions | ' | ||||||||||||||||||||||
Summary of Related Party Transactions | |||||||||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | ||||||||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||
Revenues – Biodiesel sales (a) | $ | — | $ | 6 | $ | — | $ | 6 | |||||||||||||||
Cost of goods sold – Biodiesel (b) | $ | 12,057 | $ | 11,633 | $ | 37,198 | $ | 42,199 | |||||||||||||||
Selling, general, and administrative expenses (c) | $ | — | $ | 2 | $ | 2 | $ | 154 | |||||||||||||||
Interest expense (d) | $ | 2 | $ | 1 | $ | 30 | $ | 22 | |||||||||||||||
(a) | Represents transactions with West Central | ||||||||||||||||||||||
(b) | Represents transactions with related parties as follows: | ||||||||||||||||||||||
West Central | $ | 12,057 | $ | 11,633 | $ | 37,198 | $ | 38,250 | |||||||||||||||
Bunge | — | — | — | 3,949 | |||||||||||||||||||
$ | 12,057 | $ | 11,633 | $ | 37,198 | $ | 42,199 | ||||||||||||||||
(c) | Represents transactions with related parties as follows: | ||||||||||||||||||||||
West Central | $ | — | $ | 2 | $ | 2 | $ | 41 | |||||||||||||||
Bunge | — | — | — | 113 | |||||||||||||||||||
$ | — | $ | 2 | $ | 2 | $ | 154 | ||||||||||||||||
(d) | Represents transactions with related parties as follows: | ||||||||||||||||||||||
West Central | $ | 2 | $ | 1 | $ | 30 | $ | 13 | |||||||||||||||
Bunge | — | — | — | 9 | |||||||||||||||||||
$ | 2 | $ | 1 | $ | 30 | $ | 22 | ||||||||||||||||
Summary of Related Party Balances | ' | ||||||||||||||||||||||
Summary of Related Party Balances | |||||||||||||||||||||||
As of | As of | ||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||
Accounts receivable (a) | $ | 425 | $ | 771 | |||||||||||||||||||
Other assets (a) | $ | 141 | $ | 692 | |||||||||||||||||||
Accounts payable (a) | $ | 268 | $ | 2,950 | |||||||||||||||||||
(a) | Represents balances with West Central | ||||||||||||||||||||||
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||||||
Summary of Derivative Financial Instruments by Balance Sheet Location | ' | ||||||||||||||||||||||||||||||
The following tables provide details regarding the Company’s derivative financial instruments: | |||||||||||||||||||||||||||||||
As of September 30, 2013 | |||||||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||||||
Balance Sheet | Fair | Balance Sheet | Fair | ||||||||||||||||||||||||||||
Location | Value | Location | Value | ||||||||||||||||||||||||||||
Interest rate swap | $ | — | Other liabilities | $ | 24 | ||||||||||||||||||||||||||
Commodity swaps | Prepaid expenses and other assets | 2,104 | Prepaid expenses and other assets | 3,457 | |||||||||||||||||||||||||||
Commodity options | Prepaid expenses and other assets | 160 | Prepaid expenses and other assets | 61 | |||||||||||||||||||||||||||
Total derivatives | $ | 2,264 | $ | 3,542 | |||||||||||||||||||||||||||
As of December 31, 2012 | |||||||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||||||
Balance Sheet | Fair | Balance Sheet | Fair | ||||||||||||||||||||||||||||
Location | Value | Location | Value | ||||||||||||||||||||||||||||
Interest rate swap | $ | — | Other liabilities | $ | 46 | ||||||||||||||||||||||||||
Commodity swaps | Prepaid expenses and other assets | 305 | Prepaid expenses and other assets | 476 | |||||||||||||||||||||||||||
Commodity options | Prepaid expenses and other assets | 143 | Prepaid expenses and other assets | 388 | |||||||||||||||||||||||||||
Total derivatives | $ | 448 | $ | 910 | |||||||||||||||||||||||||||
Summary of Derivative Financial Instruments by Location of Gain (Loss) | ' | ||||||||||||||||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | ||||||||||||||||||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||||
Location of Gain (Loss) | Amount of | Amount of | Amount of | Amount of | |||||||||||||||||||||||||||
Recognized in income | Gain (Loss) | Gain (Loss) | Gain (Loss) | Gain (Loss) | |||||||||||||||||||||||||||
Recognized | Recognized | Recognized | Recognized | ||||||||||||||||||||||||||||
in Income on | in Income on | in Income on | in Income on | ||||||||||||||||||||||||||||
Derivatives | Derivatives | Derivatives | Derivatives | ||||||||||||||||||||||||||||
Embedded derivative | Change in fair value of preferred stock conversion feature embedded derivatives | $ | — | $ | — | $ | — | $ | 11,975 | ||||||||||||||||||||||
Interest rate swap | Other income (loss) | 4 | (2 | ) | 21 | (14 | ) | ||||||||||||||||||||||||
Commodity futures | Cost of goods sold – Biodiesel | — | (4 | ) | (2 | ) | (4 | ) | |||||||||||||||||||||||
Commodity swaps | Cost of goods sold – Biodiesel | (10,694 | ) | (17,962 | ) | (3,053 | ) | (4,916 | ) | ||||||||||||||||||||||
Commodity options | Cost of goods sold – Biodiesel | (515 | ) | (4 | ) | (115 | ) | 64 | |||||||||||||||||||||||
Total | $ | (11,205 | ) | $ | (17,972 | ) | $ | (3,149 | ) | $ | 7,105 | ||||||||||||||||||||
Amounts Subject to Enforceable Master Netting Arrangement | ' | ||||||||||||||||||||||||||||||
The tables below represent the amounts subject to an enforceable master netting arrangement not otherwise disclosed: | |||||||||||||||||||||||||||||||
Offsetting of Derivative Assets | |||||||||||||||||||||||||||||||
As of September 30, 2013 | |||||||||||||||||||||||||||||||
Description | Gross Amounts | Gross Amounts Offset in | Net Amounts Presented | Gross Amounts Not Offset | Net Amount | ||||||||||||||||||||||||||
Recognized | the Statement of | in the Statement of | in the Statement of | ||||||||||||||||||||||||||||
Financial Position | Financial Position | Financial Position | |||||||||||||||||||||||||||||
Derivatives | $ | 19,679 | (2,264 | ) | 17,415 | (17,415 | ) | $ | — | ||||||||||||||||||||||
Offsetting of Derivative Liabilities | |||||||||||||||||||||||||||||||
As of September 30, 2013 | |||||||||||||||||||||||||||||||
Description | Gross Amounts | Gross Amounts Offset in | Net Amounts Presented | Gross Amounts Not Offset | Net Amount | ||||||||||||||||||||||||||
Recognized | the Statement of | in the Statement of | in the Statement of | ||||||||||||||||||||||||||||
Financial Position | Financial Position | Financial Position | |||||||||||||||||||||||||||||
Derivatives | $ | 3,542 | (2,264 | ) | 1,278 | — | $ | 1,278 | |||||||||||||||||||||||
Offsetting of Derivative Assets | |||||||||||||||||||||||||||||||
As of December 31, 2012 | |||||||||||||||||||||||||||||||
Description | Gross Amounts | Gross Amounts Offset in | Net Amounts Presented | Gross Amounts Not Offset | Net Amount | ||||||||||||||||||||||||||
Recognized | the Statement of | in the Statement of | in the Statement of | ||||||||||||||||||||||||||||
Financial Position | Financial Position | Financial Position | |||||||||||||||||||||||||||||
Derivatives | $ | 8,501 | (448 | ) | 8,053 | (8,053 | ) | $ | — | ||||||||||||||||||||||
Offsetting of Derivative Liabilities | |||||||||||||||||||||||||||||||
As of December 31, 2012 | |||||||||||||||||||||||||||||||
Description | Gross Amounts | Gross Amounts Offset in | Net Amounts Presented | Gross Amounts Not Offset | Net Amount | ||||||||||||||||||||||||||
Recognized | the Statement of | in the Statement of | in the Statement of | ||||||||||||||||||||||||||||
Financial Position | Financial Position | Financial Position | |||||||||||||||||||||||||||||
Derivatives | $ | 910 | (448 | ) | 462 | — | $ | 462 | |||||||||||||||||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||||||||
Assets (Liabilities) Measured at Fair Value | ' | |||||||||||||||||||||||||||||||||
A summary of assets (liabilities) measured at fair value is as follows: | ||||||||||||||||||||||||||||||||||
As of September 30, 2013 | ||||||||||||||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||
Interest rate swap | $ | (24 | ) | $ | — | $ | (24 | ) | $ | — | ||||||||||||||||||||||||
Commodity swaps | $ | (1,353 | ) | — | (1,353 | ) | — | |||||||||||||||||||||||||||
Commodity options | $ | 99 | — | 99 | — | |||||||||||||||||||||||||||||
$ | (1,278 | ) | $ | — | $ | (1,278 | ) | $ | — | |||||||||||||||||||||||||
As of December 31, 2012 | ||||||||||||||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||
Interest rate swap | $ | (46 | ) | $ | — | $ | (46 | ) | $ | — | ||||||||||||||||||||||||
Commodity swaps | $ | (171 | ) | — | (171 | ) | — | |||||||||||||||||||||||||||
Commodity options | $ | (245 | ) | — | (245 | ) | — | |||||||||||||||||||||||||||
$ | (462 | ) | $ | — | $ | (462 | ) | $ | — | |||||||||||||||||||||||||
Liabilities Measured at Fair Value on a Recurring Basis | ' | |||||||||||||||||||||||||||||||||
The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2012: | ||||||||||||||||||||||||||||||||||
Series A | Seneca | |||||||||||||||||||||||||||||||||
Preferred | Holdco | |||||||||||||||||||||||||||||||||
Stock | Liability | |||||||||||||||||||||||||||||||||
Embedded | ||||||||||||||||||||||||||||||||||
Derivatives | ||||||||||||||||||||||||||||||||||
Ending balance—January 1, 2012 | $ | (53,822 | ) | $ | (11,903 | ) | ||||||||||||||||||||||||||||
Total unrealized gains (losses) | 11,975 | 349 | ||||||||||||||||||||||||||||||||
Purchases | — | — | ||||||||||||||||||||||||||||||||
Issuance | — | — | ||||||||||||||||||||||||||||||||
Settlements | 41,847 | 11,554 | ||||||||||||||||||||||||||||||||
Ending balance—March 31, 2012 | $ | — | $ | — | ||||||||||||||||||||||||||||||
Total unrealized gains (losses) | — | — | ||||||||||||||||||||||||||||||||
Purchases | — | — | ||||||||||||||||||||||||||||||||
Issuance | — | — | ||||||||||||||||||||||||||||||||
Settlements | — | — | ||||||||||||||||||||||||||||||||
Ending balance—September 30, 2012 | $ | — | $ | — | ||||||||||||||||||||||||||||||
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: | ||||||||||||||||||||||||||||||||||
30-Sep-13 | December 31, 2012 | |||||||||||||||||||||||||||||||||
Asset- (Liability) | Fair Value | Asset- (Liability) | Fair Value | |||||||||||||||||||||||||||||||
Carrying | Carrying | |||||||||||||||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||||||||||||
Financial Liabilities: | ||||||||||||||||||||||||||||||||||
Notes payable and lines of credit | $ | (35,488 | ) | $ | (35,393 | ) | $ | (37,044 | ) | $ | (37,000 | ) | ||||||||||||||||||||||
Reportable_Segments_Tables
Reportable Segments (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
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, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Net sales: | ||||||||||||||||||||
Biodiesel | $ | 458,429 | $ | 322,873 | $ | 1,107,443 | $ | 782,890 | ||||||||||||
Services | 17,854 | 9,666 | 46,809 | 26,223 | ||||||||||||||||
Intersegment revenues | (17,839 | ) | (9,627 | ) | (46,705 | ) | (26,027 | ) | ||||||||||||
$ | 458,444 | $ | 322,912 | $ | 1,107,547 | $ | 783,086 | |||||||||||||
Income (loss) before income taxes: | ||||||||||||||||||||
Biodiesel | $ | 57,854 | $ | 2,795 | $ | 194,770 | $ | 50,777 | ||||||||||||
Services | (5 | ) | (4 | ) | (45 | ) | (3 | ) | ||||||||||||
Corporate and other (a) | (13,197 | ) | (10,996 | ) | (35,037 | ) | (24,695 | ) | ||||||||||||
$ | 44,652 | $ | (8,205 | ) | $ | 159,688 | $ | 26,079 | ||||||||||||
Depreciation and amortization expense, net: | ||||||||||||||||||||
Biodiesel | $ | 2,214 | $ | 1,771 | $ | 5,854 | $ | 5,307 | ||||||||||||
Services | 35 | 12 | 86 | 21 | ||||||||||||||||
Corporate and other (a) | 237 | 197 | 669 | 573 | ||||||||||||||||
$ | 2,486 | $ | 1,980 | $ | 6,609 | $ | 5,901 | |||||||||||||
Cash paid for purchases of property, plant and equipment: | ||||||||||||||||||||
Biodiesel | $ | 8,363 | $ | 1,613 | $ | 26,573 | $ | 5,369 | ||||||||||||
Services | 30 | 345 | 504 | 387 | ||||||||||||||||
Corporate and other (a) | 335 | 49 | 1,708 | 643 | ||||||||||||||||
$ | 8,728 | $ | 2,007 | $ | 28,785 | $ | 6,399 | |||||||||||||
September 30, | December 31, | |||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Goodwill: | ||||||||||||||||||||
Biodiesel | $ | 68,784 | $ | 68,784 | ||||||||||||||||
Services | 16,080 | 16,080 | ||||||||||||||||||
$ | 84,864 | $ | 84,864 | |||||||||||||||||
Assets: | ||||||||||||||||||||
Biodiesel | $ | 423,842 | $ | 357,305 | ||||||||||||||||
Services | 20,577 | 20,033 | ||||||||||||||||||
Corporate and other (b) | 241,375 | 118,446 | ||||||||||||||||||
$ | 685,794 | $ | 495,784 | |||||||||||||||||
(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. |
Basis_of_Presentation_and_Natu1
Basis of Presentation and Nature of the Business (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Jan. 02, 2013 | Jan. 31, 2012 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Jan. 24, 2012 |
gal | gal | ||||||||
Basis of Presentation and Nature of Business (Additional Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock split ratio on shares issued | ' | 'one-for-2.5 reverse stock split of the issued and outstanding | ' | ' | ' | ' | ' | ' | ' |
Net funds raised under initial public offering | ' | $59,919 | ' | ' | ' | ' | ' | ' | ' |
Federal blender's tax credit expired date | ' | ' | ' | ' | ' | ' | 31-Dec-11 | ' | ' |
Biodiesel government incentives | ' | ' | 59,203 | ' | 1,868 | ' | 248,385 | 8,070 | ' |
Blenders tax credit amount refunded to customers | $69,534 | ' | ' | $69,534 | ' | $69,534 | ' | ' | ' |
Basis of Presentation and Nature of Business (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued through IPO | ' | ' | ' | ' | ' | ' | ' | ' | 7,200,000 |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | $10 |
Production Capacity Per Year | ' | ' | 257,000,000 | ' | ' | ' | 257,000,000 | ' | ' |
IPO | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation and Nature of Business (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | $10 |
Common Class A | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of Presentation and Nature of Business (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued through IPO | ' | ' | ' | ' | ' | ' | ' | ' | 342,860 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive securities | 401,062 | 8,282,042 | 1,281,503 | 2,194,501 |
Option to purchase common stock | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive securities | 87,026 | 87,026 | 87,026 | 87,026 |
Restricted Stock Units (RSUs) | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive securities | ' | 1,134,421 | ' | 1,409,659 |
Stock Appreciation Rights (SARs) | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive securities | 314,036 | 1,043,693 | 1,194,477 | 655,762 |
Warrants to purchase common stock | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive securities | ' | 17,916 | ' | 42,054 |
Redeemable Preferred Stock | ' | ' | ' | ' |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive securities | ' | 5,998,986 | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Calculation of basic and diluted net income per share | ' | ' | ' | ' |
Net income attributable to the Company’s common stockholders | $78,462 | ($6,902) | $133,958 | $44,457 |
Less: effects of recapitalization | ' | ' | ' | -39,107 |
Plus: change in undistributed dividends allocated to preferred stockholders | 147 | ' | 147 | 1,685 |
Plus: distributed dividends to Preferred Stockholders | 258 | ' | 1,848 | 1,470 |
Plus: accretion of Series A Preferred Stock to redemption value | ' | ' | ' | 1,808 |
Plus: (gain) loss due to change in fair value of Series A Preferred Stock conversion feature embedded derivatives | ' | ' | ' | -11,975 |
Plus: effect of participating securities | 7,836 | ' | 20,283 | 12,097 |
Net income available to common stockholders | 86,703 | ' | 156,236 | 10,435 |
Less: effect of participating securities | -8,191 | ' | -22,275 | -1,108 |
Net income attributable to the Company’s common stockholders after dilutive effects | $78,512 | ' | $133,961 | $9,327 |
Shares: | ' | ' | ' | ' |
BASIC | 33,790,034 | 29,292,349 | 31,918,951 | 27,729,676 |
Adjustment to reflect conversion of preferred stock | ' | ' | ' | 5,947,023 |
Adjustment to reflect stock appreciation right conversions | 221,909 | ' | 4,977 | ' |
Adjustment to reflect warrants to purchase common stock | 4,533 | ' | 269 | ' |
Weighted-average shares used to compute diluted net income per share | 34,016,476 | 29,292,349 | 31,924,197 | 33,676,699 |
Net income per share attributable to common stockholders | ' | ' | ' | ' |
DILUTED | $2.31 | ($0.24) | $4.20 | $0.28 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
In Thousands, except Share data, unless otherwise specified | Jan. 02, 2013 | Jan. 24, 2012 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Jan. 31, 2012 | Jan. 31, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Jan. 24, 2012 | Jan. 31, 2012 | Jan. 24, 2012 | 31-May-13 | Jan. 31, 2013 | Sep. 30, 2013 | 31-May-13 | Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Segment | Common Class A | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Stock Appreciation Rights (SARs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Biodiesel operating segment | Services operating segment | ||||||||
Summary Of Significant Accounting Policies (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of preferred stock to redemption value | ' | ' | $0 | ' | $0 | ' | $0 | $1,808 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value percentage exceeding the carrying value of goodwill through annual impairment test | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43.00% | 20.00% |
Blenders tax credit amount refunded to customers | 69,534 | ' | ' | 69,534 | ' | 69,534 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation expense | ' | ' | 1,483 | ' | 2,965 | ' | 3,869 | 12,687 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company granted share of restricted stock units and stock appreciation rights to employees in return for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 313,482 | 20,000 | 1,575 | 84,921 | 50,000 | 50,000 | ' | ' |
Vesting period of restricted stock units to employees in return for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '4 years | ' | '3 years | ' | ' | ' | ' |
Restricted stock units issued expected to be vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,262 | ' | ' |
Conversion of Class A common stock/Series B Preferred Stock to common stock, Shares | ' | ' | ' | ' | ' | ' | ' | ' | 7,660,612 | ' | ' | ' | ' | ' | 7,660,612 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 525,617 | 2,995,106 | 2,999,493 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, redemption amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,140 | 74,878 | 74,987 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock cumulative dividends | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EFFECTS OF RECAPITALIZATION | ' | ' | ' | ' | ' | ' | ' | 39,107 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of preferred and common stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 152,327 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable preferred stock, carrying amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 191,434 | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in additonal paid-in-capital added to net earnings | ' | $39,107 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock accrued dividends per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_of_the_Com1
Stockholders' Equity of the Company (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Jan. 24, 2012 | Jan. 03, 2012 | Feb. 26, 2010 |
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Units, Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000,000 | ' |
Common stock, par value | ' | $0.00 | ' | ' | ' | $0.00 | ' | $0.00 | ' | $0.00 | ' |
Common stock, shares authorized | ' | 300,000,000 | ' | ' | ' | 300,000,000 | ' | 300,000,000 | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 |
Shares issued through IPO | ' | ' | ' | ' | ' | ' | ' | ' | 7,200,000 | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | $10 | ' | ' |
Preferred stock redemption date | ' | ' | ' | ' | ' | 30-Jun-15 | ' | ' | ' | ' | ' |
Conversion of stock, shares converted | ' | ' | 42,190 | 50,000 | ' | ' | ' | ' | ' | ' | ' |
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased), Shares | ' | ' | 42,190 | 28,325 | ' | ' | ' | ' | ' | ' | ' |
Conversion of restricted stock units to common stock, shares of treasury stock purchased | ' | ' | ' | 21,675 | ' | 21,675 | 420,724 | ' | ' | ' | ' |
Issuance of common stock, shares | ' | ' | ' | 58,501 | ' | ' | ' | ' | ' | ' | ' |
Consecutive trading days | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' |
Average daily trading volume, shares | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' |
Stockholders Equity of the Company (Additional Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock split ratio on shares issued | 'one-for-2.5 reverse stock split of the issued and outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net of underwriting fees and offering costs | $59,919 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Direct stock issuance costs | ' | 0 | ' | ' | 0 | 25 | 700 | ' | ' | ' | ' |
Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum trading days | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' | ' |
Exercise price per share | ' | ' | ' | 11.16 | ' | ' | ' | ' | ' | ' | ' |
Stockholders Opted Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued during conversion of Series B Preferred | ' | ' | 1,734,577 | 2,300 | ' | 2,204,653 | ' | ' | ' | ' | ' |
Partial Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | ' | $15 | ' | ' | ' | $15 | ' | ' | ' | ' | ' |
Company Opted Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued during conversion of Series B Preferred | ' | ' | ' | ' | ' | 1,047,465 | ' | ' | ' | ' | ' |
IPO | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | $10 | ' | ' |
Series A Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | 14,000,000 |
Stockholders Equity of the Company (Additional Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Class A common stock/Series B Preferred Stock to common stock, Shares | 7,660,612 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Class A | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | 140,000,000 | ' |
Shares issued through IPO | ' | ' | ' | ' | ' | ' | ' | ' | 342,860 | ' | ' |
Stockholders Equity of the Company (Additional Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Class A common stock/Series B Preferred Stock to common stock, Shares | 7,660,612 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Series B Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | 3,000,000 | ' | ' | ' | 3,000,000 | ' | 3,000,000 | ' | 3,000,000 | ' |
Preferred stock, shares outstanding | ' | 525,617 | ' | ' | ' | 525,617 | ' | 2,995,106 | 2,999,493 | ' | ' |
Preferred stock, redemption amount | ' | $13,140 | ' | ' | ' | $13,140 | ' | $74,878 | $74,987 | ' | ' |
Preferred stock cumulative dividends | 4.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock redemption price | ' | $25 | ' | ' | ' | $25 | ' | ' | $25 | ' | ' |
Consecutive trading days | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' |
Percentage of outstanding shares of preferred stock series | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' |
Series B Preferred Stock | Stockholders Opted Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of stock, shares converted | ' | ' | 852,464 | 1,140 | ' | 1,097,520 | ' | ' | ' | ' | ' |
Series B Preferred Stock | Company Opted Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of stock, shares converted | ' | ' | ' | ' | ' | 518,365 | ' | ' | ' | ' | ' |
Redeemable_Preferred_Stock_Det
Redeemable Preferred Stock (Details) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | |||||||||||||
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2012 | Sep. 30, 2013 | Jan. 24, 2012 | Jan. 03, 2012 | Feb. 26, 2010 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Jan. 31, 2012 | Jan. 03, 2012 | Feb. 26, 2010 | Jan. 03, 2012 | Jan. 31, 2012 | Jan. 03, 2012 | Jan. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jan. 24, 2012 | Jan. 03, 2012 |
Minimum | Partial Conversion | Full Conversion | Common Stock | Common Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Unspecified Class | Common Class A | Common Class A | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | ||||||
Common Stock | Common Stock | ||||||||||||||||||||
Redeemable Preferred Stock (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | ' | 60,000,000 | ' | ' | ' | ' | ' | ' | 10,000,000 | 14,000,000 | ' | ' | ' | ' | 3,000,000 | 3,000,000 | ' | 3,000,000 |
Preferred stock, par or stated value per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' |
Capital Units, Authorized | ' | ' | ' | 450,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | 140,000,000 | ' | ' | ' | ' | ' |
Conversion of Class A common stock/Series B Preferred Stock to common stock, Shares | ' | ' | ' | ' | ' | ' | ' | ' | 4,988,995 | 21,598,408 | 7,660,612 | ' | ' | ' | 7,660,612 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 525,617 | 2,995,106 | 2,999,493 | ' |
Preferred stock, redemption amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $13,140 | $74,878 | $74,987 | ' |
Preferred stock cumulative dividends | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | ' | ' | ' | ' |
Dividends are payable semi-annually in arrears on June 30 and December 30 of each year | ' | 'Dividends are payable semi-annually in arrears on June 30 and December 30 of each year, beginning on June 30, 2012. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock redemption price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25 | ' | $25 | ' |
Share Price | ' | ' | $10 | ' | ' | ' | $15 | $16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding shares of preferred stock series | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' |
Minimum trading days | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average daily trading volume | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of vote for Series B Preferred Stock shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | ' |
Number Of Months Following Lock Up Expiration Date | ' | '18 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price plus a make whole payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.25 | ' | ' | ' |
Aggregate net proceeds from equity offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20,000 | ' | ' | ' |
Percentage of proceeds from equity offering used in redemption of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' |
Consecutive trading days | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' |
Percentage of preferred stock holding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' |
Redeemable Preferred Stock (Additional Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock split ratio on shares issued | 'one-for-2.5 reverse stock split of the issued and outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized capital stock at par value | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liquidation Preference | ' | $25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of public offering price used for calculating liquidation preference | ' | 125.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial conversion rate for each $25.00 of Liquidation Preference will be equal to $25.00 divided by a price that is 125% of the public offering price in the IPO. | ' | 'Initial conversion rate for each $25.00 of Liquidation Preference will be equal to $25.00 divided by a price that is 125% of the public offering price in the IPO | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average daily trading volume, shares | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Details_Textual
Acquisitions (Details Textual) (USD $) | Sep. 30, 2013 | Jul. 30, 2013 |
In Thousands, unless otherwise specified | gal | Soy Energy, LLC |
gal | ||
Business Acquisition [Line Items] | ' | ' |
Business acquisition, cash paid | ' | $10,933 |
Business acquisition, issuance of promissory note | ' | $5,135 |
Production Capacity Per Year | 257,000,000 | 30,000,000 |
Acquisitions_Details
Acquisitions (Details) (Soy Energy, LLC, USD $) | Jul. 30, 2013 |
In Thousands, unless otherwise specified | |
Soy Energy, LLC | ' |
Assets (liabilities) acquired: | ' |
Property, plant and equipment | $16,085 |
Other current liabilities | -17 |
Total | $16,068 |
Variable_Interest_Entities_Det
Variable Interest Entities (Details Textual) | 9 Months Ended |
Sep. 30, 2013 | |
Variable Interest Entities (Additional Textual) [Abstract] | ' |
Percentage of ownership | 50.00% |
Current maturity date | 14-Jan-18 |
Promissory Note | ' |
Variable Interest Entities (Textual) [Abstract] | ' |
Current interest rate | 3.50% |
Variable_Interest_Entities_Det1
Variable Interest Entities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Carrying values and maximum exposure for all unconsolidated VIE's | ' | ' |
Investments | $2,676 | $2,618 |
Maximum Exposure | 2,676 | 2,618 |
WIE | ' | ' |
Carrying values and maximum exposure for all unconsolidated VIE's | ' | ' |
Investments | 671 | 613 |
Maximum Exposure | 671 | 613 |
WDB | ' | ' |
Carrying values and maximum exposure for all unconsolidated VIE's | ' | ' |
Investments | 2,005 | 2,005 |
Maximum Exposure | $2,005 | $2,005 |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventories | ' | ' |
Raw materials | $21,785 | $9,835 |
Work in process | 1,567 | 448 |
Finished goods | 36,535 | 34,923 |
Total | $59,887 | $45,206 |
Prepaid_Expenses_and_Other_Ass2
Prepaid Expenses and Other Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Summary of prepaid expense and other assets | ' | ' |
Commodity derivatives and related collateral, net | $16,161 | $7,637 |
Prepaid expenses | 2,924 | 2,176 |
Deposits | 277 | 857 |
RIN inventory | 16,820 | 99 |
Income taxes receivable | 3,630 | 4,735 |
Other | 173 | 308 |
Total | $39,985 | $15,812 |
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, 2013 | Dec. 31, 2012 |
Other Assets [Abstract] | ' | ' |
Inventory reduced to lower of cost or market | $240 | $21 |
Borrowings_Details
Borrowings (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Company's borrowings | ' | ' |
Total notes payable | $31,386 | $32,731 |
Variable Interest Entities | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | 4,102 | 4,313 |
REG Danville term loan | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | 6,226 | 10,060 |
REG Newton term loan | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | 18,426 | 21,175 |
Other | ' | ' |
Company's borrowings | ' | ' |
Total notes payable | $6,734 | $1,496 |
Borrowings_Details_Textual
Borrowings (Details Textual) (USD $) | 6 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2011 | Sep. 30, 2013 | Jul. 30, 2013 | Sep. 30, 2013 |
Fifth Third Loan | Fifth Third Loan | Fifth Third Loan | AgStar Loan | REG Manson City | REG Manson City | |
Soy Energy, LLC | Soy Energy, LLC | |||||
Borrowing (Textual) [Abstract] | ' | ' | ' | ' | ' | ' |
Term loan renewal period | ' | ' | '3 years | ' | ' | ' |
Principal payments | ' | $150 | ' | ' | ' | $92 |
Basis point | ' | 5.00% | ' | ' | ' | ' |
Effective interest rate | ' | 5.18% | ' | ' | ' | ' |
Interest to be accrued | ' | 'LIBOR plus 5% per annum | ' | ' | ' | ' |
REG Danville principal payment to Fifth Third | ' | 50.00% | ' | ' | ' | 50.00% |
Excess cash flow payment | 1,178 | 1,012 | ' | ' | ' | ' |
Agreement starting period | ' | 3-Nov-11 | ' | ' | ' | ' |
Maturity date of loan | ' | ' | ' | 8-Mar-14 | ' | ' |
Loan term | ' | ' | ' | ' | '6 years | ' |
Fixed interest rate | ' | ' | ' | ' | ' | 5.00% |
Secured loan outstanding | ' | ' | ' | ' | ' | $5,135 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets | ' | ' |
Other, Current | $17,075 | $3,136 |
Deferred tax assets, Current | 17,075 | 3,136 |
Deferred tax liabilities, Current | -10,988 | -624 |
Net deferred tax assets, Current | 6,087 | 2,512 |
Valuation allowance, Current | -11,500 | ' |
Net deferred taxes, Current | -5,413 | ' |
Net operating loss carry forwards, Noncurrent | 60,360 | 4,806 |
Other, Noncurrent | 20,101 | 20,460 |
Deferred tax assets, Noncurrent | 80,461 | 25,266 |
Deferred tax liabilities, Noncurrent | -28,872 | -24,297 |
Net deferred tax assets, Noncurrent | 51,589 | 969 |
Valuation allowance, Noncurrent | -51,567 | ' |
Net deferred taxes, Noncurrent | 22 | 969 |
Net deferred taxes, Current | ' | $2,512 |
Income_Taxes_Detail_1
Income Taxes (Detail 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Effective income tax rate continuing operations tax rate reconciliation | ' | ' | ' | ' |
U.S. Federal income tax (expense) benefit at a statutory rate of 35 percent | ' | ' | ($55,892) | ($9,095) |
Tax position on government incentives | ' | ' | 105,338 | ' |
State taxes, net of federal income tax benefit | ' | ' | 10,972 | -1,007 |
Embedded derivative | ' | ' | ' | 4,191 |
Excess tax benefits | ' | ' | ' | -3,402 |
Other, net | ' | ' | -803 | 83 |
Total (expense) benefit for income taxes before valuation allowance | ' | ' | 59,615 | -9,230 |
Valuation allowance | ' | ' | -63,067 | 5,561 |
Total (expense) benefit for income taxes | $42,051 | $2,165 | ($3,452) | ($3,669) |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Disclosure - Income Taxes (Details Textual) [Line Items] | ' | ' |
Federal and state net operating losses | $156,500 | ' |
Net operating loss carry forwards, Noncurrent | 60,360 | 4,806 |
Deferred Tax Assets, Valuation Allowance | $63,067 | ' |
Federal Statutory rate | 35.00% | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Summary of Related Party Transactions | ' | ' | ' | ' |
Revenues - Biodiesel sales | ' | $6 | ' | $6 |
Cost of goods sold – Biodiesel | 12,057 | 11,633 | 37,198 | 42,199 |
Selling, general and administrative expenses related parties amounts | 0 | 2 | 2 | 154 |
Interest expense related parties amounts | 2 | 1 | 30 | 22 |
West Central | ' | ' | ' | ' |
Summary of Related Party Transactions | ' | ' | ' | ' |
Cost of goods sold – Biodiesel | 12,057 | 11,633 | 37,198 | 38,250 |
Selling, general and administrative expenses related parties amounts | ' | 2 | 2 | 41 |
Interest expense related parties amounts | 2 | 1 | 30 | 13 |
Bunge | ' | ' | ' | ' |
Summary of Related Party Transactions | ' | ' | ' | ' |
Cost of goods sold – Biodiesel | ' | ' | ' | 3,949 |
Selling, general and administrative expenses related parties amounts | ' | ' | ' | 113 |
Interest expense related parties amounts | ' | ' | ' | $9 |
Related_Party_Transactions_Det1
Related Party Transactions (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Summary of Related Party Balances | ' | ' | ||
Accounts receivable | $425 | [1] | $771 | [1] |
Other assets | 141 | [1] | 692 | [1] |
Accounts payable | $268 | [1] | $2,950 | [1] |
[1] | Represents balances with West Central |
Related_Party_Transactions_Det2
Related Party Transactions (Details Textual) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
West Central | ' |
Related Party Transaction (Textual) [Abstract] | ' |
Annual land lease cost | $1 |
Lease Agreements | ' |
Related Party Transaction (Textual) [Abstract] | ' |
Agreement initial term | '20 years |
Additional renewal period | '30 years |
Derivative_Instruments_Details
Derivative Instruments (Details Textual) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Derivative Instruments Gain Loss [Line Items] | ' | ' |
Net position | $1,254 | $416 |
Open commodity contracts | 2,249 | ' |
Variable interest rate on the Term Loan fixed under derivative agreement | 0.92% | ' |
Variable interest rate for next three years | '2015-07 | ' |
Interest rate swap | ' | ' |
Derivative Instruments Gain Loss [Line Items] | ' | ' |
Interest rate swap agreement, outstanding notional amount | 3,520 | 5,245 |
Fair value of the interest rate swap agreements | $24 | $46 |
Derivative_Instruments_Details1
Derivative Instruments (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivatives Fair Value [Line Items] | ' | ' |
Derivative asset, Fair Value | $2,264 | $448 |
Derivative liability, Fair Value | 3,542 | 910 |
Interest rate swap | ' | ' |
Derivatives Fair Value [Line Items] | ' | ' |
Derivative asset, Fair Value | ' | ' |
Interest rate swap | Other Liabilities | ' | ' |
Derivatives Fair Value [Line Items] | ' | ' |
Derivative liability, Fair Value | 24 | 46 |
Commodity swaps | Prepaid expenses and other assets | ' | ' |
Derivatives Fair Value [Line Items] | ' | ' |
Derivative asset, Fair Value | 2,104 | 305 |
Derivative liability, Fair Value | 3,457 | 476 |
Commodity options | Prepaid expenses and other assets | ' | ' |
Derivatives Fair Value [Line Items] | ' | ' |
Derivative asset, Fair Value | 160 | 143 |
Derivative liability, Fair Value | $61 | $388 |
Derivative_Instruments_Details2
Derivative Instruments (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivative [Line Items] | ' | ' |
Gross Amounts Recognized | $19,679 | $8,501 |
Gross Amounts Offset in the Statement of Financial Position | -2,264 | -448 |
Net Amounts Presented in the Statement of Financial Position | 17,415 | 8,053 |
Gross Amounts Not Offset in the Statement of Financial Position | -17,415 | -8,053 |
Net Amount | ' | ' |
Gross Amounts Recognized | 3,542 | 910 |
Gross Amounts Offset in the Statement of Financial Position | -2,264 | -448 |
Net Amounts Presented in the Statement of Financial Position | 1,278 | 462 |
Gross Amounts Not Offset in the Statement of Financial Position | ' | ' |
Net Amount | $1,278 | $462 |
Derivative_Instruments_Details3
Derivative Instruments (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Amount of Gain (Loss) Recognized in Income on Derivatives | ' | ' | ' | ' |
Amount of Gain (Loss) Recognized in Income on Derivatives | ($11,205) | ($17,972) | ($3,149) | $7,105 |
Embedded derivative | Change in fair value of preferred stock conversion feature embedded derivatives | ' | ' | ' | ' |
Amount of Gain (Loss) Recognized in Income on Derivatives | ' | ' | ' | ' |
Amount of Gain (Loss) Recognized in Income on Derivatives | ' | ' | ' | 11,975 |
Interest rate swap | Other income (loss) | ' | ' | ' | ' |
Amount of Gain (Loss) Recognized in Income on Derivatives | ' | ' | ' | ' |
Amount of Gain (Loss) Recognized in Income on Derivatives | 4 | -2 | 21 | -14 |
Commodity futures | Cost of goods sold - Biodiesel | ' | ' | ' | ' |
Amount of Gain (Loss) Recognized in Income on Derivatives | ' | ' | ' | ' |
Amount of Gain (Loss) Recognized in Income on Derivatives | ' | -4 | -2 | -4 |
Commodity swaps | Cost of goods sold - Biodiesel | ' | ' | ' | ' |
Amount of Gain (Loss) Recognized in Income on Derivatives | ' | ' | ' | ' |
Amount of Gain (Loss) Recognized in Income on Derivatives | -10,694 | -17,962 | -3,053 | -4,916 |
Commodity options | Cost of goods sold - Biodiesel | ' | ' | ' | ' |
Amount of Gain (Loss) Recognized in Income on Derivatives | ' | ' | ' | ' |
Amount of Gain (Loss) Recognized in Income on Derivatives | ($515) | ($4) | ($115) | $64 |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets (liabilities) measured at fair value | ' | ' |
Assets and liabilities fair value | ($1,278) | ($462) |
Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets and liabilities fair value | ' | ' |
Level 2 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets and liabilities fair value | -1,278 | -462 |
Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Assets and liabilities fair value | ' | ' |
Interest rate swap | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | -24 | -46 |
Interest rate swap | Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | ' | ' |
Interest rate swap | Level 2 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | -24 | -46 |
Interest rate swap | Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | ' | ' |
Commodity swaps | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | -1,353 | -171 |
Commodity swaps | Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | ' | ' |
Commodity swaps | Level 2 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | -1,353 | -171 |
Commodity swaps | Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | ' | ' |
Commodity options | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | 99 | -245 |
Commodity options | Level 1 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | ' | ' |
Commodity options | Level 2 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | 99 | -245 |
Commodity options | Level 3 | ' | ' |
Assets (liabilities) measured at fair value | ' | ' |
Liabilities, fair value | ' | ' |
Fair_Value_Measurement_Details1
Fair Value Measurement (Details 1) (USD $) | 3 Months Ended | 6 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2012 | Sep. 30, 2012 |
Embedded derivative | ' | ' |
Liabilities measured at fair value on a recurring basis | ' | ' |
Beginning balance | ($53,822) | ' |
Total unrealized gains (losses) | 11,975 | ' |
Purchases | ' | ' |
Issuance | ' | ' |
Settlements | 41,847 | ' |
Ending balance | ' | ' |
Seneca Holdco Liability | ' | ' |
Liabilities measured at fair value on a recurring basis | ' | ' |
Beginning balance | -11,903 | ' |
Total unrealized gains (losses) | 349 | ' |
Purchases | ' | ' |
Issuance | ' | ' |
Settlements | 11,554 | ' |
Ending balance | ' | ' |
Fair_Value_Measurement_Details2
Fair Value Measurement (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Asset Liability Carrying Amount | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Notes payable and lines of credit | ($35,488) | ($37,044) |
Fair Value | ' | ' |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ' | ' |
Notes payable and lines of credit | ($35,393) | ($37,000) |
Reportable_Segments_Details
Reportable Segments (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | |||||
Net sales | $458,444 | $322,912 | $1,107,547 | $783,086 | ' | |||||
Income (loss) before income taxes | 44,652 | -8,205 | 159,688 | 26,079 | ' | |||||
Depreciation and amortization expense, net | 2,486 | 1,980 | 6,609 | 5,901 | ' | |||||
Cash paid for purchases of property, plant, and equipment | 8,728 | 2,007 | 28,785 | 6,399 | ' | |||||
Goodwill | 84,864 | ' | 84,864 | ' | 84,864 | |||||
Assets | 685,794 | ' | 685,794 | ' | 495,784 | |||||
Biodiesel | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | |||||
Net sales | 458,429 | 322,873 | 1,107,443 | 782,890 | ' | |||||
Income (loss) before income taxes | 57,854 | 2,795 | 194,770 | 50,777 | ' | |||||
Depreciation and amortization expense, net | 2,214 | 1,771 | 5,854 | 5,307 | ' | |||||
Cash paid for purchases of property, plant, and equipment | 8,363 | 1,613 | 26,573 | 5,369 | ' | |||||
Goodwill | 68,784 | ' | 68,784 | ' | 68,784 | |||||
Assets | 423,842 | ' | 423,842 | ' | 357,305 | |||||
Services operating segment | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | |||||
Net sales | 17,854 | 9,666 | 46,809 | 26,223 | ' | |||||
Income (loss) before income taxes | -5 | -4 | -45 | -3 | ' | |||||
Depreciation and amortization expense, net | 35 | 12 | 86 | 21 | ' | |||||
Cash paid for purchases of property, plant, and equipment | 30 | 345 | 504 | 387 | ' | |||||
Goodwill | 16,080 | ' | 16,080 | ' | 16,080 | |||||
Assets | 20,577 | ' | 20,577 | ' | 20,033 | |||||
Corporate and Other | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | |||||
Income (loss) before income taxes | -13,197 | [1] | -10,996 | [1] | -35,037 | [1] | -24,695 | [1] | ' | |
Depreciation and amortization expense, net | 237 | [1] | 197 | [1] | 669 | [1] | 573 | [1] | ' | |
Cash paid for purchases of property, plant, and equipment | 335 | [1] | 49 | [1] | 1,708 | [1] | 643 | [1] | ' | |
Assets | 241,375 | [2] | ' | 241,375 | [2] | ' | 118,446 | [2] | ||
Intersegment Eliminations | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | |||||
Net sales | ($17,839) | ($9,627) | ($46,705) | ($26,027) | ' | |||||
[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. |