Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 29, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Renewable Energy Group, Inc. | ||
Entity Central Index Key | 1,463,258 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 468,186 | ||
Entity Common Stock, Shares Outstanding (in shares) | 43,837,714 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 47,081 | $ 63,516 |
Marketable securities | 0 | 16,770 |
Accounts receivable, net (includes amounts owed by related parties of $0 and $36, respectively) | 310,731 | 294,669 |
Inventories | 85,890 | 97,508 |
Prepaid expenses and other assets | 31,882 | 43,135 |
Restricted cash | 0 | 12,845 |
Total current assets | 475,584 | 528,443 |
Property, plant and equipment, net | 574,584 | 493,196 |
Goodwill | 16,080 | 188,275 |
Intangible assets, net | 30,941 | 28,837 |
Investments | 8,797 | 9,736 |
Other assets | 11,819 | 14,434 |
Restricted cash | 105,815 | 104,815 |
TOTAL ASSETS | 1,223,620 | 1,367,736 |
CURRENT LIABILITIES: | ||
Revolving line of credit | 23,149 | 16,679 |
Current maturities of long-term debt | 5,206 | 5,746 |
Accounts payable (includes amounts owed to related parties of $0 and $1,101 respectively) | 236,817 | 202,821 |
Accrued expenses and other liabilities | 28,466 | 28,486 |
Deferred income taxes | 0 | 14,899 |
Deferred revenue | 333 | 16,680 |
Total current liabilities | 293,971 | 285,311 |
Unfavorable lease obligation | 17,343 | 19,170 |
Deferred income taxes | 19,186 | 6,905 |
Contingent consideration for acquisitions | 26,949 | 30,091 |
Long-term debt (net of debt issuance costs of $4,105 and $5,152, respectively) | 247,251 | 242,031 |
Other liabilities | 4,910 | 5,566 |
Total liabilities | $ 609,610 | $ 589,074 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY: | ||
Common stock ($.0001 par value; 300,000,000 shares authorized; 43,837,714 and 44,422,881 shares outstanding, respectively) | $ 4 | $ 4 |
Common stock—additional paid-in-capital | 474,367 | 453,109 |
Retained earnings | 169,680 | 321,083 |
Accumulated other comprehensive loss | (4,009) | (11) |
Treasury stock (3,178,372 and 585,150 shares, respectively) | (28,762) | (4,412) |
Total equity attributable to the Company's shareholders | 611,280 | 769,773 |
Noncontrolling interest | 2,730 | 8,889 |
Total equity | 614,010 | 778,662 |
TOTAL LIABILITIES AND EQUITY | $ 1,223,620 | $ 1,367,736 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Financial Position [Abstract] | ||
Accounts receivable, amounts owed by related parties | $ 0 | $ 36 |
Accounts payable, amounts owed to related parties | 0 | 1,101 |
Less: Debt issuance costs (net of accumulated amortization of $ 2,296 and $1,474, respectively) | $ 4,105 | $ 5,152 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares, outstanding (in shares) | 43,837,714 | 44,422,881 |
Treasury stock, shares outstanding (in shares) | 3,178,372 | 585,150 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
REVENUES: | ||||
Biomass-based diesel sales | $ 1,141,281 | $ 1,052,772 | $ 1,207,618 | |
Biomass-based diesel government incentives | 245,868 | 220,634 | 290,393 | |
Total biodiesel sales | 1,387,149 | 1,273,406 | 1,498,011 | |
Services | 195 | 425 | 127 | |
Total revenue | 1,387,344 | 1,273,831 | 1,498,138 | |
COSTS OF GOODS SOLD: | ||||
Biomass-based diesel | 1,272,125 | 1,070,430 | 1,209,191 | |
Biomass-based diesel—related parties | [1] | 4,542 | 42,622 | 49,358 |
Services | 134 | 167 | 156 | |
Total cost of goods sold | 1,276,801 | 1,113,219 | 1,258,705 | |
GROSS PROFIT | 110,543 | 160,612 | 239,433 | |
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES (includes related party amounts of $0, $45, and $37, respectively) | 73,397 | 62,681 | 45,865 | |
RESEARCH AND DEVELOPMENT EXPENSE | 16,851 | 12,424 | 258 | |
IMPAIRMENT OF GOODWILL | 175,028 | 0 | 0 | |
INCOME (LOSS) FROM OPERATIONS | (154,733) | 85,507 | 193,310 | |
OTHER INCOME (EXPENSE), NET: | ||||
Change in fair value of contingent consideration | 359 | 6,631 | 0 | |
Other income | 5,830 | 662 | 388 | |
Interest expense (includes related party amounts of $0, $7, and $30, respectively) | (11,867) | (6,690) | (2,397) | |
Total other income (expenses) | (5,678) | 603 | (2,009) | |
INCOME (LOSS) BEFORE INCOME TAXES | (160,411) | 86,110 | 191,301 | |
INCOME TAX BENEFIT (EXPENSE) | 8,701 | (3,572) | (4,935) | |
NET INCOME (LOSS) | (151,710) | 82,538 | 186,366 | |
LESS—NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST | (318) | (73) | 0 | |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (151,392) | 82,611 | 186,366 | |
PLUS—GAIN ON REDEMPTION OF PREFERRED STOCK | 0 | 378 | 0 | |
LESS—EFFECT OF CHANGES TO PREFERRED STOCK | 0 | (40) | (2,055) | |
LESS—EFFECT OF PARTICIPATING PREFERRED STOCK | 0 | (91) | (16,272) | |
LESS—EFFECT OF PARTICIPATING SHARE-BASED AWARDS | 0 | (1,238) | (2,785) | |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON STOCKHOLDERS | $ (151,392) | $ 81,620 | $ 165,254 | |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (3.44) | $ 2 | $ 5 | |
Diluted (in dollars per share) | $ (3.44) | $ 1.99 | $ 5 | |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: | ||||
Basic (in shares) | 43,958,803 | 40,740,411 | 33,045,164 | |
Diluted (in shares) | 43,958,803 | 40,749,913 | 33,052,879 | |
[1] | Represents transactions with West Central prior to the Company's determination that West Central was no longer a related party. |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Income Statement [Abstract] | ||||
Selling, general and administrative expenses, related party | [1] | $ 0 | $ 45 | $ 37 |
Interest expense, related party | [1] | $ 0 | $ 7 | $ 30 |
[1] | Represents transactions with West Central prior to the Company's determination that West Central was no longer a related party. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (151,710) | $ 82,538 | $ 186,366 |
Unrealized losses on marketable securities, net of taxes of $0, $0 and $0, respectively | 0 | (11) | 0 |
Foreign currency translation adjustments | (5,022) | 0 | 0 |
Other comprehensive loss | (5,022) | (11) | 0 |
Comprehensive income (loss) | (156,732) | 82,527 | 186,366 |
Less—Comprehensive loss attributable to noncontrolling interest | (1,013) | 0 | 0 |
Comprehensive income (loss) attributable to the Company | $ (155,719) | $ 82,527 | $ 186,366 |
Consolidated Statements of Com7
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Taxes on unrealized losses on marketable securities | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Preferred Stock and Equity Statement - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Common Stock- Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interest |
Beginning Balance at Dec. 31, 2012 | $ 324,764 | $ 83,043 | $ 3 | $ 274,136 | $ 53,823 | $ (3,198) | ||
Beginning Balance (in shares) at Dec. 31, 2012 | 2,995,106 | 30,559,935 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock | 423 | 423 | ||||||
Issuance of common stock (in shares) | 58,501 | |||||||
Conversion of Series B Preferred Stock to common stock | 79,844 | $ (79,080) | $ 1 | 79,843 | ||||
Conversion of Series B Preferred Stock to common stock (in shares) | 2,851,793 | 5,763,508 | ||||||
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased) | $ (688) | (688) | ||||||
Treasury stock activity (in shares) | (67,913,000) | |||||||
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased) (in shares) | 124,277 | |||||||
Stock compensation expense | $ 5,416 | 5,416 | ||||||
Net change in unrealized losses on marketable securities | 0 | |||||||
Series B Preferred Stock dividends paid | (2,055) | (2,055) | ||||||
Net loss | 186,366 | 186,366 | ||||||
Ending Balance at Dec. 31, 2013 | 594,070 | $ 3,963 | $ 4 | 359,818 | 238,134 | (3,886) | ||
Ending Balance (in shares) at Dec. 31, 2013 | 143,313 | 36,506,221 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock | 582 | 582 | ||||||
Issuance of common stock (in shares) | 49,662 | |||||||
Conversion of Series B Preferred Stock to common stock | 23 | $ (23) | 23 | |||||
Conversion of Series B Preferred Stock to common stock (in shares) | 816 | 1,634 | ||||||
Preferred stock redemption | 378 | $ (3,940) | 378 | |||||
Preferred stock redemption (in shares) | (142,497) | |||||||
Issuance of common stock in acquisitions (net of issuance costs) | 80,163 | 80,163 | ||||||
Issuance of common stock in acquisition (in shares) | 7,794,710 | |||||||
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased) | $ (526) | (526) | ||||||
Treasury stock activity (in shares) | (54,252,000) | |||||||
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased) (in shares) | 70,654 | |||||||
Convertible notes conversion feature (net of taxes of $5,082 and net of issuance cost of $886) | $ 19,068 | 19,068 | ||||||
Purchase of capped call transactions | (11,904) | (11,904) | ||||||
Purchase of remaining interest in VIE (net of taxes of $300) | (524) | (524) | ||||||
Acquisition of noncontrolling interest | 8,962 | $ 8,962 | ||||||
Stock compensation expense | 5,883 | 5,883 | ||||||
Net change in unrealized losses on marketable securities | (11) | $ (11) | ||||||
Series B Preferred Stock dividends paid | (40) | (40) | ||||||
Net loss | 82,538 | 82,611 | (73) | |||||
Ending Balance at Dec. 31, 2014 | 778,662 | $ 4 | 453,109 | 321,083 | (11) | (4,412) | 8,889 | |
Ending Balance (in shares) at Dec. 31, 2014 | 44,422,881 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock | 412 | 412 | ||||||
Issuance of common stock (in shares) | 37,966 | |||||||
Issuance of common stock in acquisitions (net of issuance costs) | 15,310 | 15,310 | ||||||
Issuance of common stock in acquisition (in shares) | 1,675,000 | |||||||
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased) | (854) | (854) | ||||||
Treasury stock activity | $ (23,473) | (23,473) | ||||||
Treasury stock activity (in shares) | (92,608,000) | (2,593,222) | ||||||
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased) (in shares) | 295,089 | |||||||
Acquisition of noncontrolling interest | $ (4,828) | (4,828) | ||||||
Stock compensation expense | 5,161 | 5,161 | ||||||
Net change in unrealized losses on marketable securities | 0 | |||||||
Comprehensive income items | (5,011) | (3,998) | (1,013) | |||||
Net loss | (151,710) | (151,392) | (318) | |||||
Other | 341 | 375 | (11) | (23) | ||||
Ending Balance at Dec. 31, 2015 | $ 614,010 | $ 4 | $ 474,367 | $ 169,680 | $ (4,009) | $ (28,762) | $ 2,730 | |
Ending Balance (in shares) at Dec. 31, 2015 | 43,837,714 |
Consolidated Statements of Red9
Consolidated Statements of Redeemable Preferred Stock and Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($)shares | |
Statement of Stockholders' Equity [Abstract] | |
Issuance of common stock, issuance costs | $ 942 |
Conversion of restricted stock units to common stock, treasury shares purchased (in shares) | shares | 54,252,000 |
Convertible notes conversion feature, taxes | $ 5,082 |
Convertible notes conversion features, issuance costs | 886 |
Purchase of remaining interest in VIE, taxes | $ 300 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (151,710) | $ 82,538 | $ 186,366 |
Adjustments to reconcile net income to net cash flows from operating activities: | |||
Depreciation expense | 24,997 | 15,255 | 9,705 |
Amortization expense of assets and liabilities, net | 570 | 541 | (463) |
Accretion of asset retirement obligations | 72 | 67 | 0 |
Accretion of convertible note discount | 4,699 | 2,635 | 0 |
Accretion of marketable securities | 189 | 553 | 0 |
Loss on disposal of property, plant and equipment, net | 0 | 291 | 815 |
Provision for doubtful accounts | (803) | 1,453 | 309 |
Stock compensation expense | 5,161 | 5,883 | 5,416 |
Impairment of goodwill | 175,028 | 0 | 0 |
Impairment of investment | 1,915 | 0 | 0 |
Deferred tax expense (benefits) | (8,953) | 3,641 | 9,859 |
Change in fair value of contingent consideration | (359) | (6,631) | 0 |
Bargain purchase gain | 5,358 | 0 | 0 |
Other | (231) | (42) | 0 |
Changes in asset and liabilities, net of effects from mergers and acquisitions: | |||
Accounts receivable | (20,309) | (207,877) | (64,460) |
Inventories | 29,631 | (277) | (40,608) |
Prepaid expenses and other assets | 16,315 | (12,146) | (9,984) |
Accounts payable | 32,422 | 143,131 | 22,386 |
Accrued expenses and other liabilities | (6,769) | 2,336 | 4,801 |
Deferred revenue | (16,347) | 1,177 | 15,503 |
Net cash flows provided from operating activities | 80,160 | 32,528 | 139,645 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cash paid for marketable securities | (52,435) | (80,974) | 0 |
Cash receipts from marketable securities | 68,979 | 63,840 | 0 |
Cash paid for purchase of property, plant and equipment | (64,477) | (60,163) | (39,053) |
Insurance proceeds for asset impairments | 11,027 | 0 | 0 |
Cash receipts from disposal of fixed assets | 0 | 45 | 330 |
Transfer into restricted cash | (4,000) | (117,660) | 0 |
Transfer out of restricted cash | 15,845 | 0 | 0 |
Cash paid for investments | (1,452) | (2,779) | (4,733) |
Cash paid for acquisitions and additional interests, net of cash acquired | (41,409) | (19,369) | (10,933) |
Other investing activities | 0 | 27 | 0 |
Net cash flows used in investing activities | (67,922) | (217,033) | (54,389) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net borrowings (repayments) on line of credit | 6,470 | 5,693 | 10,986 |
Cash received for issuance of debt | 104 | 5,490 | 3,000 |
Cash paid for capped call transactions | 0 | (11,904) | 0 |
Cash received on convertible debt | 0 | 143,750 | 0 |
Cash paid on debt | (6,708) | (37,798) | (10,999) |
Cash paid for debt issuance costs | (542) | (4,719) | (203) |
Cash paid for issuance of common stock and preferred stock | 0 | (1,587) | (25) |
Cash paid for redemption of preferred stock | 0 | (3,562) | 0 |
Cash paid for treasury stock | (24,350) | (529) | (282) |
Cash paid for contingent consideration | (2,248) | 0 | 0 |
Cash paid for preferred stock dividends | 0 | (40) | (1,291) |
Net cash flows (used in) provided from financing activities | (27,274) | 94,794 | 1,186 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (15,036) | (89,711) | 86,442 |
CASH AND CASH EQUIVALENTS, Beginning of period | 63,516 | 153,227 | 66,785 |
Effect of exchange rate changes on cash | (1,399) | 0 | 0 |
CASH AND CASH EQUIVALENTS, End of period | 47,081 | 63,516 | 153,227 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION: | |||
Cash paid (received) for income taxes | (189) | (1,847) | (7,475) |
Cash paid for interest | 6,947 | 4,065 | 2,336 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Common stock repurchased included in accrued expenses and other liabilities | 464 | 526 | 529 |
Amounts included in period-end accounts payable for: | |||
Purchases of property, plant and equipment | 7,734 | 4,220 | 2,037 |
Issuance costs | 84 | 311 | 105 |
Incentive common stock liability for supply agreement | 316 | 412 | 583 |
Issuance of common stock for acquisitions | 15,310 | 80,163 | |
Contingent consideration for acquisitions | 5,000 | 45,950 | |
Debt assumed in acquisition | 5,225 | 129,745 | |
Gain on redemption of preferred stock | $ 378 | ||
Issuance of common stock for dividends | 764 | ||
Issuance of note payable for acquisition | $ 5,135 | ||
Amounts included in period end within Accounts receivables related to impairment of property, plant and equipment | $ 1,414 |
Organization, Presentation, and
Organization, Presentation, and Nature of the Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Presentation, and Nature of the Business | ORGANIZATION, PRESENTATION, AND NATURE OF THE BUSINESS Renewable Energy Group, Inc. (the "Company" or "REG") is a company focused on providing cleaner, lower carbon intensity products and services while also providing conventional products and services. Today, we principally generate revenue as a leading North American biofuels producer with a nationwide distribution and logistics system. The Company participates in each aspect of biomass-based diesel production, from acquiring feedstock, managing construction and operating biomass-based diesel production facilities, to marketing, selling and distributing biomass-based diesel and its co-products. To do this, REG utilizes this nationwide production, distribution and logistics system as part of an integrated value chain model to focus on converting natural fats, oils and greases into advanced biofuels and converting diverse feedstocks into renewable chemicals. The Company operates a network of ten operating biomass-based diesel production facilities with aggregate nameplate production capacity of 432 million gallons per year, or mmgy, and one fermentation facility. Seven of these plants are “multi-feedstock capable” which allows them to use a broad range of lower cost feedstocks, such as inedible corn oil, used cooking oil and inedible animal fats in addition to vegetable oils, such as soybean oil and canola oil. The Company also has three partially constructed production facilities and one non-operational production facility. The Company will need to raise additional capital to complete construction of these plants and fund working capital requirements. It is uncertain when or if financing will be available. The Company expanded its business to Europe by acquiring a majority interest in Petrotec AG (or Petrotec) in December 2014. Petrotec is a fully-integrated company that produces biodiesel at its two biorefineries in Emden and Oeding, Germany to sell to the European market. The biomass-based diesel industry and the Company’s business have benefited from the continuation of certain federal and state incentives. The federal biodiesel mixture excise tax credit (the "BTC") was reinstated for 2015, will be in effect throughout 2016 and will expire on December 31, 2016. It is uncertain whether the BTC will be reinstated thereafter. The expiration along with other amendments of any one or more of those laws, could adversely affect the financial results of the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and entities which it controls. All intercompany balances and transactions have been eliminated for consolidated reporting purposes. Cash and Cash Equivalents Cash and cash equivalents consists of money market funds and demand deposits with financial institutions. The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Restricted Cash The Company segregates certain cash balances in accordance with lending arrangements and classified restricted cash between current and non-current assets based on the length of time of the restricted use. As of December 31, 2015 and 2014 , current restricted cash amounted to $0 and $12,845 , respectively, which was held in certificates of deposit as pledges for letters of credit issued to support a subsidiary's trade activities and the Company's outstanding tender offer to acquire the remaining interest at Petrotec, see "Note 5 - Acquisitions". Non-current restricted cash consists of a $101,315 certificate of deposit at both December 31, 2015 and 2014 , which was pledged to Bank of America, who issued a letter of credit on the Company's behalf to support the payments on the Company's GOZone Bonds. In addition, non-current restricted cash in the form of certificate of deposit amounts to $4,500 and $3,500 at December 31, 2015 and 2014, respectively, which was pledged to Bank of America, who issued a letter of credit to support a subsidiary's trade activities. For additional information, see "Note 12 - Debt". Marketable Securities The Company’s marketable securities are classified as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income (loss). Realized gains or losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are reported in other income, net. The Company evaluates the investments periodically for possible other-than-temporary impairment, specifically contemplating whether a sale of the securities is likely to occur before recovery of the entire amortized cost basis. The Company uses the specific identification method when securities are sold or reclassified out of accumulated other comprehensive income into earnings. The Company considers marketable securities maturing in less than one year as short-term. The Company has no outstanding marketable securities as of December 31, 2015 . Realized gains and losses on available-for-sale securities were minimal for the years ended December 31, 2015 and 2014 . Accounts Receivable Accounts receivable are carried at invoiced amount less allowance for doubtful accounts. Management estimates the allowance for doubtful accounts based on existing economic conditions, the financial conditions of customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for doubtful accounts only after reasonable collection attempts have been exhausted. Activity regarding the allowance for doubtful accounts was as follows: Balance, January 1, 2013 $ 1,972 Amount charged to selling, general and administrative expenses 309 Charge-offs, net of recoveries (157 ) Balance, December 31, 2013 2,124 Amount charged to selling, general and administrative expenses 1,453 Charge-offs, net of recoveries (1,304 ) Balance, December 31, 2014 2,273 Amount charged to selling, general and administrative expenses (803 ) Charge-offs, net of recoveries (119 ) Balance, December 31, 2015 $ 1,351 Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined based on the first-in, first-out method. There were no lower of cost or market adjustments made to the inventory values reported as of December 31, 2015 and 2014 . Renewable Identification Numbers (RINs) When the Company produces and sells a gallon of biomass-based diesel, 1.5 to 1.7 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 biomass-based diesel. As a result, a portion of the selling price for a gallon of biomass-based diesel 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 biomass-based diesel production. Therefore, no cost is allocated to the RIN when it is generated, regardless of whether the RIN is transferred with the biomass-based diesel produced or held by the Company pending attachment to other biomass-based diesel production sales. In addition, the Company also obtains RINs from third parties who have separated the RINs from gallons of biomass-based diesel. 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 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). The Company records assets acquired and liabilities assumed through the exchange of non-monetary assets based on the fair value of the assets and liabilities acquired or the fair value of the consideration exchanged, whichever is more readily determinable. Derivative Instruments Derivatives are recorded on the balance sheet at fair value with changes in fair value recognized in current period earnings. The Company did not elect to use hedge accounting for all periods presented. Property, Plant and Equipment Property, plant and equipment is recorded at cost less accumulated depreciation. Maintenance and repairs are expensed as incurred. Depreciation expense is computed on a straight-line method based upon estimated useful lives of the assets. Estimated useful lives are as follows: Automobiles and trucks 5 years Computers and office equipment 5 years Office furniture and fixtures 7 years Machinery and equipment 5-30 years Leasehold improvements the lesser of the lease term or 30 years Buildings and improvements 30-40 years In April 2015, the Company experienced a fire at its Geismar facility, resulting in the shutdown of the facility. The Company estimated fixed assets of approximately $11,027 were impaired as a result of the fire. At December 31, 2015, the Company had received property proceeds of $11,027 from insurance for the property damage. In addition, the Company received approximately $4,293 related to the business interruption portion of the claim reimbursing a portion of lost margin during the repairs of the damages caused by the fire. The proceeds for business interruption were recorded as an increase in biomass-based diesel sales in the Company's Consolidated Statements of Operations. In September 2015, another fire occurred at the Geismar facility. The Company estimated fixed assets of approximately $1,414 were impaired by the September fire. The Company believes it is probable that it will recover all the net book value of the assets damaged by the fire under its insurance policies. As such, a receivable was recorded as an offset to the estimated impairment loss. No impact on earnings was recognized. As of December 31, 2015 , 2014 and 2013 , the Company capitalized interest incurred on debt during the construction of assets of $897 , $1,345 and $335 , respectively. Goodwill Goodwill is tested for impairment annually on July 31 or when impairment indicators exist. Goodwill is allocated and tested for impairment by reporting units. The Company has determined that the reporting units subject to the 2015 goodwill impairment analysis were Biomass-based Diesel; Services; and Renewable Chemicals. The analysis is based on a comparison of the carrying value of the reporting unit to its fair value, determined utilizing both a discounted cash flow methodology and a market comparable methodology. The determination of whether or not the asset has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the fair value of the Company’s reporting units, which represented a Level 3 asset measured at fair value on a nonrecurring basis subsequent to its original recognition. 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 2015 annual impairment test determined that the fair value of the Biomass-based Diesel reporting unit exceeded its carrying value by approximately 5% , the Services reporting unit exceeded its carrying value by approximately 21% , and the Renewable Chemicals reporting unit exceeded its carrying value by approximately 12% . Subsequent to the Company's 2015 impairment testing, certain triggering events had occurred. The Company’s common stock price declined significantly during the third quarter and into October, reaching a twelve-month low of $7.06 on November 4, 2015. During the three months ended October 31, 2015, the Company’s common stock traded between $7.25 and $11.18 . The $8.57 average closing common stock price during the three months ended October 31, 2015 compared to an average common stock price of $10.84 during the three months ended July 31, 2015. A sustained decline in the Company’s common stock price and the resulting impact on the Company’s market capitalization is one of several qualitative factors the Company considers each quarter when evaluating whether events or changes in circumstances indicate it is more likely than not that a potential goodwill impairment exists. The Company concluded that the decline in common stock price observed during the third and fourth quarter did represent a sustained decline and that triggering events occurred during this period requiring an interim goodwill impairment test as of October 31, 2015. As such, the Company performed another step-one impairment test of its goodwill assets at October 31, 2015. The result of the step-one evaluation was that the fair value of the Services reporting unit again exceeded its carrying value. However, the fair value of the Biomass-based Diesel and Renewable Chemicals reporting units was lower than their carrying values, primarily due to changes in the weighted average cost of capital. In the step-two analysis for October 31, 2015, the implied fair value of goodwill was determined by assigning the fair value of a reporting unit to all the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized for that excess. The inputs used to estimate the fair value of the Company’s reporting units are considered Level 3 inputs of the fair value hierarchy and included the following: (1) The Company’s financial projections for its reporting units were based on its analysis of various factors which include, among other things, demands, margins, whether the BTC is reinstated, capital expenditures and economic conditions. Such estimates are consistent with those used in the Company’s budgeting and capital investment reviews, incorporating current market information, historical factors and the regulatory environment; (2) The long-term growth rates assumed for the Company’s reporting units was based on a comparison to similar publicly traded companies, supported by market information obtained from external sources; and (3) The discount rate used to measure the present value of the projected future cash flows was determined by separately estimating borrowing cost of capital, equity cost of capital, and entity structure. Upon completion of step-two of its goodwill impairment test, the Company recorded a non-cash goodwill impairment charge of $175,028 , which is reflected in the Impairment of Goodwill on the Consolidated Statements of Operations. This impairment charge represents a full write-off of goodwill in the Biomass-based Diesel and Renewable Chemicals reporting units. The following table summarizes goodwill for the Company’s reportable segments: Biomass-based Diesel Services Renewable Chemicals Total Beginning balance - January 1, 2014 $ 68,784 $ 16,080 $ — $ 84,864 Acquisitions 68,564 — 34,847 103,411 Ending balance - December 31, 2014 137,348 16,080 34,847 188,275 Finalization of purchase accounting 2,833 — — 2,833 Impairment charge $ (140,181 ) $ — $ (34,847 ) (175,028 ) Ending balance - December 31, 2015 $ — $ 16,080 $ — $ 16,080 Contingent Consideration for Acquisitions Contingent consideration in a business combination is established at the time of the acquisition (See "Note 5 - Acquisitions"). The contingent consideration is adjusted to fair value at each reporting period. The change in fair value is included in change in fair value of contingent consideration on the Consolidated Statements of Operations. Impairment of Long-lived Assets The Company tests its long-lived assets for recoverability when events or circumstances indicate that its carrying amount may not be recoverable. Significant assumptions used in the undiscounted cash flow analysis, when it is required, include the projected demand for biomass-based diesel based on annual renewable fuel volume obligations under the Renewable Fuel Standards (RFS2), the Company's capacity to meet that demand, the market price of biomass-based diesel and the cost of feedstock used in the manufacturing process. For facilities under construction, estimates also include the capital expenditures necessary to complete construction of the plant and the projected costs of financing. There were no asset impairment charges on long-lived assets other than those related to the 2015 Geismar fires of $12,441 , which were fully offset by insurance receipts and/or accounts receivable for insurance coverage, for the years ended December 31, 2015 , 2014 and 2013 . Investments The Company has made investments in several biofuels businesses. These investments are recorded at cost and assessed for impairment at each reporting period. At December 31, 2015 , the Company performed a qualitative and quantitative assessment of the performance of its investments and recorded an impairment charge of $1,915 . This impairment charge was included in Other Income (Expense), on the Consolidated Statements of Operations. There were no impairment charges for the years ended December 31, 2014 and 2013 . Unfavorable Lease Obligation The Company assumed ground and fixture leases as part of certain acquisitions which required the Company to pay above market rentals through the remainder of the lease terms. The unfavorable lease obligation is amortized over the contractual periods the Company is required to make rental payments under the leases. The amount expected to be amortized each year for the remainder of the contracts is $1,828 . Convertible Debt In June 2014, the Company issued $143,750 in convertible senior notes. Applicable authoritative accounting guidance requires that the conversion feature be assigned a fair value and that that feature reduce the initial recorded value of the liability component of the convertible senior notes. This conversion feature is recorded in equity on a net of tax basis. The discount on the liability component is being amortized through interest expense until the maturity date of June 15, 2019. See "Note 12 - Debt" for further descriptions of the transaction. Capped Call Transaction In connection with the issuance of the convertible senior notes, the Company entered into capped call transactions. The purchased capped call transactions were recorded as a reduction to common stock-additional paid-in-capital. Because this was considered to be an equity transaction and qualifies for the derivative scope exception, no future changes in the fair value of the capped call will be recorded by the Company. Share Repurchase Programs In February 2015, the Company's board of directors approved a share repurchase program of up to $30,000 of the Company's shares of Common Stock. The program is in effect through October 31, 2016. Shares may be repurchased from time to time in open market transactions, privately negotiated transactions or by other means. The Company accounts for share repurchases using the cost method. Under this method, the cost of the share repurchase is recorded entirely in treasury stock, a contra equity account. During the year ended December 31, 2015 , the Company repurchased shares of Common Stock in the amount of $23,313 under this share repurchase program. Foreign Currency Transactions and Translation The Company’s reporting and functional currency is U.S. dollars. Monetary assets and liabilities denominated in currencies other than U.S. dollars are remeasured into their respective functional currencies at exchange rates in effect at the balance sheet date. The resulting exchange gain or loss is included in the Company’s Consolidated Statements of Operations as foreign exchange gain (loss) unless the remeasurement gain or loss relates to an intercompany transaction that is of a long-term investment nature and for which settlement is not planned or anticipated in the foreseeable future. Gains or losses arising from translation of such transactions are reported as a component of accumulated other comprehensive income (loss) in the Company’s Consolidated Balance Sheets. The Company translates the assets and liabilities of its foreign subsidiaries from their respective functional currencies to U.S. dollars at the appropriate spot rates as of the balance sheet date. Generally, our foreign subsidiaries use the local currency as their functional currency. Changes in the carrying value of these assets and liabilities attributable to fluctuations in spot rates are recognized in foreign currency translation adjustment, a component of accumulated other comprehensive income (loss) in the Company’s Consolidated Balance Sheets. The other comprehensive loss amounts presented in the Company's Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Redeemable Preferred Stock and Equity mainly include the foreign currency translation adjustment resulting from translating the financial statements of Petrotec AG from Euros to US Dollars, the Company's functional currency. Revenue Recognition The Company recognizes revenues from the following sources: • the sale of biomass-based diesel and its co-products, as well as Renewable Identification Numbers (RINs) and raw material feedstocks, purchased or produced by the Company at owned manufacturing facilities and manufacturing facilities with which the Company has tolling arrangements; • the resale of biomass-based diesel, RINs and raw material feedstocks acquired from third parties; • the sale of petroleum-based heating oil and diesel fuel acquired from third parties, along with the sale of these items further blended with biodiesel produced at wholly owned facilities; • incentives received from federal and state programs for renewable fuels; and • fees received for the marketing and sales of biomass-based diesel produced by third parties and from managing operations of third party facilities. Biomass-based diesel, 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 biomass-based diesel 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. The Company received funds from the United States Department of Agriculture (USDA) in the amount of $624 , $600 and $2,813 for the years ended December 31, 2015 , 2014 and 2013 , respectively. The Company records amounts when it has received notification of a payment from the USDA or is in receipt of the funds and records the awards under the Program in "Biodiesel government incentives" as they are closely associated with the Company's biomass-based diesel production activities. On December 18, 2015, President Obama signed into law the Protecting Americans from Tax Hikes Act of 2015, which reinstated and extended a set of tax provisions, including the retroactive reinstatement for 2015 and extension for 2016 of the BTC. All amounts to be received from the government are included within Biomass-based diesel government incentives on the Consolidated Statements of Operations. In addition, given the uncertainty around the reinstatement of the BTC, the Company and other market participants entered into agreements with both customers and vendors throughout the year to handle how any potential future BTC would be captured. The impacts of the agreements with customers are recorded net as adjustments to Biomass-based diesel sales, whereas agreements with vendors are recorded net as adjustments to Biomass-based diesel costs of goods sold on the Consolidated Statements of Operations. As a result of the reinstatement of the BTC, in combination with these agreements, the Company recognized a net benefit of $95,008 and $78,781 for the years ended December 31, 2015 and 2014, respectively. As the BTC was enacted for all of 2013, there were no such agreements. Freight Amounts billed to customers for freight are included in biomass-based diesel sales. Costs incurred for freight are included in costs of goods sold. Advertising Costs Advertising costs are charged to expense as they are incurred. Advertising and promotional expenses were $1,288 , $755 and $648 for the years ended December 31, 2015 , 2014 and 2013 , respectively. Research and Development Research and development (R&D) costs are charged to expense as incurred. In process research and development (IPR&D) assets acquired in connection with acquisitions are recorded on the Consolidated Balance Sheets as intangible assets. Acquired IPR&D is initially assigned an indefinite life and is subject to impairment testing until the completion or abandonment of the associated R&D efforts. If abandoned, the carrying value of the IPR&D asset is expensed. Once the associated R&D efforts are completed, the carrying value of the IPR&D is reclassified as a finite-lived asset and is amortized over its useful life. The Company assessed its indefinite life intangible assets for impairment at December 31, 2015 and 2014. No impairment was identified related to the Company's IPR&D balance at December 31, 2015 and 2014. Employee Benefits Plan The Company sponsors an employee savings plan under Section 401(k) of the Internal Revenue Code. The Company makes matching contributions equal to 50% of the participant’s pre-tax contribution up to a maximum of 6% of the participant’s eligible earnings. Total expense related to the Company’s defined contribution plan was $1,071 , $855 and $533 for the years ended December 31, 2015 , 2014 and 2013 , respectively. Stock-Based Compensation Stock-based compensation expense is measured at the grant-date fair value of the award and recognized as compensation expense over the vesting period. Income Taxes The Company uses the asset and liability method to account for income taxes. Accordingly, deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which differences are expected to reverse. Changes in tax rates are recognized directly to the income statement as they arise. Consideration is given to positive and negative evidence related to the realization of the deferred tax assets and valuation allowances are established to reduce deferred tax assets to the amounts expected to be realized. Significant judgment is required in making this assessment. For uncertain tax positions, the Company recognizes tax benefits that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized. With regard to non-US subsidiaries, the Company will indefinitely reinvest any future earnings outside of the U.S. and currently does not have any undistributed earnings. Concentrations One customer represented slightly less than 10% of the total consolidated revenues of the Company for the year ended December 31, 2015. This customer accounted for more than 10% of the total consolidated revenues of the Company for the two years ended December 31, 2014 and 2013 . All customer amounts disclosed in the table are related to biomass-based diesel sales: 2015 2014 2013 Customer A $ 114,030 $ 231,780 $ 243,258 The Company maintains cash balances at financial institutions, which may at times exceed the $250 coverage by the U.S. Federal Deposit Insurance Company. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and reported amounts of revenues and expenses during the reporting periods. These estimates are based on information that is currently available to management and on various assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. New Accounting Pronouncements In April 2015, the FASB issued ASU 2015-03 S implifying the Presentation of Debt Issuance Costs . The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance in the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within fiscal years beginning after December 15, 2016. The Company has evaluated the impact of this guidance on its consolidated financial statements and elected to early adopt the guidance in the year ended December 31, 2015. Early adoption of the guidance did not have any material impact on the Company's consolidated financial statements for the year ended December 31, 2015. Certain amounts on the consolidated financial statements have been reclassified to conform to the current year's presentation as a result of early adopting the guidance. In July 2015, the FASB issued ASU 2015-11, S implifying the Measurement of Inventory , which requires entities to measure most inventory “at the lower of cost and net realizable value,” thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The guidance is effective prospectively for annual periods beginning after December 15, 2016, and interim periods therein. The Company has evaluated the impact of this guidance on its consolidated financial statements and elected to early adopt the guidance in the year ended December 31, 2015 given the level and nature of its inventory turnover. Early adoption of the guidance did not have any material impact on the Company's consolidated financial statements for the year ended December 31, 2015. In July 2015, the FASB decided to defer by one year the effective dates of the new revenue recognition standard as provided by the ASU 2014-09, Revenue from Contracts with Customers: Summary and Amendments that Create Revenue from Contracts with Customers and Other Assets and Deferred Costs—Contracts with Customers . Early adoption is permitted for all entities, but not before the original public entity effective date. For public companies, the update will now be effective for interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting Measurement-Period Adjustments that eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, a measurement-period adjustment will be recognized in the period in which it determines the amount of the adjustment. The guidance is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes, Balance Sheet Classification of Deferred Taxes , requiring entities to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent accounts. All valuation allowances are required to be classified as noncurrent. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company has evaluated the impact of this guidance on its consolidated financial statements and elected to early adopt the guidance for the year ended December 31, 2015. In January 2016, the FASB issued ASU 2016-01, Financial instruments - Overall - Recognition and Measurement of Financial Assets and Financial Liabilities , which requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investment qualify for the new practicability exception. The guidance is effective for calendar-year public entities beginning in 2018. The Company is still evaluating the impact of this guidance, but does not expect it to have any material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , that requires lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to today’s accounting. The guidance also eliminates today’s real estate-specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. The guidance is effective for calendar-year public entities beginning in 2019. The Company is still evaluating the impact of this guidance on its consolidated financial statements. |
Stockholders' Equity of the Com
Stockholders' Equity of the Company | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity of the Company | STOCKHOLDERS’ EQUITY OF THE COMPANY Common Stock The Company has 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, 140,000,000 shares of Common Stock A 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 previously outstanding Series A Preferred Stock and currently 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. 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. No common stock warrants were issued during 2015 or 2014 . All the warrants expired on February 25, 2015. No common stock warrants were outstanding at December 31, 2015 . Stock Issuance Costs 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 years ended December 31, 2015 , 2014 and 2013 were $0 , $1,587 and $114 , respectively. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Preferred Stock | REDEEMABLE PREFERRED STOCK 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 Stock into 1,047,465 shares of Common Stock. In March 2014, the Company redeemed all outstanding shares of Series B Preferred Stock. No shares of Series B Preferred Stock remain outstanding at December 31, 2015 and 2014 . |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS 2015 acquisitions Imperium Renewables, Inc. On August 19, 2015, the Company acquired substantially all the assets of Imperium Renewables, Inc. (Imperium), including the 100 -mmgy nameplate biomass-based diesel refinery and deepwater port terminal at the Port of Grays Harbor, Washington. The results of Imperium's operations have been included in the consolidated financial statements since that date. The Company has finalized its accounting of this business combination during the fourth quarter of 2015. The following table summarizes the consideration paid for Imperium: August 19, 2015 Consideration at fair value for Imperium: Cash $ 36,748 Common stock 15,310 Contingent consideration 5,000 Total $ 57,058 The fair value of the 1,675,000 shares of Common Stock issued to Imperium was determined using the closing market price of the Company's common shares at the date of acquisition. Subject to achievement of certain milestones related to the biomass-based diesel gallons produced and sold by REG Grays Harbor and whether the BTC is reinstated, Imperium may receive certain contingent consideration (Earnout Payments) over a two -year period after the acquisition. The Earnout Payments will be payable in cash. As of December 31, 2015 , the Company has recorded a contingent liability of $4,913 , approximately $3,534 of which has been classified as current on the Consolidated Balance Sheets. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. August 19, 2015 Assets (liabilities) acquired of Imperium: Cash $ 168 Accounts receivable 8,274 Inventory 18,989 Other current assets 87 Property, plant and equipment 46,476 Intangible assets 2,900 Total identifiable assets acquired 76,894 Accounts payable (4,828 ) Accrued expenses and other liabilities (942 ) Debt (5,225 ) Deferred tax liabilities (3,483 ) Total liabilities assumed (14,478 ) Net identifiable assets acquired 62,416 Less: Bargain purchase gain 5,358 Net assets acquired $ 57,058 Imperium was acquired at a price less than fair value of the net identifiable assets, and the Company recorded a net of tax bargain purchase gain of $5,358 . All future adjustments will be reported in the Consolidated Statements of Operations. The bargain purchase gain is reported in the "Other Income, Net" on the Consolidated Statements of Operations. Prior to recognizing a bargain purchase gain, the Company reassessed whether all assets acquired and liabilities assumed had been correctly identified as well as the key valuation assumptions and business combination accounting procedures for this acquisition. After careful consideration and review, the Company concluded that the recognition of a bargain purchase gain was appropriate for this acquisition. Factors that contributed to the bargain purchase price were: • The assets were not fully utilized by the seller and that the transaction was completed with a motivated seller that appeared to have recapitalized its investments and desired to exit the facilities that no longer fit its strategy given the uncertainties in the industry. • The Company was able to complete the acquisition in an expedient manner, with a cash payment, stock issuance and without a financial contingency, which was a key attribute for the seller. The relatively small size of the transaction for the Company, the lack of required third-party financing and the Company's expertise in completing similar transactions in the past gave the seller confidence that the Company could complete the transaction quickly and without difficultly. • Due to the unique nature of the products and limited number of potential buyers for this business, the seller found it advantageous to accept the Company's purchase price based upon our demonstrated ability to operate similar businesses, and financial strength that may enable the Company to make improvement and run the business at increased production rates in the long run. The following pro forma condensed combined results of operations assume that the Imperium acquisition was completed as of January 1, 2013 and as if the stock had been issued on the same date. Year ended December 31, 2015 Year ended December 31, 2014 Year ended December 31, 2013 Revenues $ 1,505,513 $ 1,453,331 $ 1,556,798 Net income (loss) attributable to the Company's common stockholders (155,870 ) 94,129 172,314 Basic net income (loss) per share attributable to common stockholders $(3.46) $2.22 $4.96 2014 acquisitions Petrotec AG On December 24, 2014, the Company acquired 69.08% of the outstanding common shares and voting interest of Petrotec. The results of Petrotec’s operations have been included in the consolidated financial statements since that date. During the last quarter of 2015, the Company completed its purchase accounting for this business combination. The finalization of the purchase price allocation did not result in material adjustments. The following table summarizes the consideration paid for Petrotec: December 24, 2014 Consideration at fair value for Petrotec: Common stock $ 20,022 The fair value of the 2,070,538 common shares issued to Petrotec was determined on the basis of the closing market price of the Company's common shares at the date of acquisition. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date as the purchase price allocation was finalized: December 24, 2014 Assets (liabilities) acquired of Petrotec: Cash $ 13,523 Accounts receivable 4,989 Inventory 9,470 Other current assets 3,583 Property, plant and equipment 25,026 Other noncurrent assets 369 Total identifiable assets acquired 56,960 Accounts payable (8,171 ) Accrued expenses and other liabilities (2,151 ) Debt (16,192 ) Non-current liabilities (1,462 ) Total liabilities assumed (27,976 ) Net identifiable assets acquired 28,984 Non-controlling interest (8,962 ) Net assets acquired $ 20,022 The fair value of the 30.92% noncontrolling interest in Petrotec is estimated to be $8,962 at the date of the acquisition. The fair value of the noncontrolling interest was estimated using a combination of the income approach and a market approach. The Company recognized $1,289 of acquisition related costs that were expensed in the period the acquisition occurred. During 2015, the Company acquired additional common shares of Petrotec as part of the cash tender offers and open market purchases for $4,828 . At December 31, 2015, the Company owned 87.49% of the outstanding common shares and voting interest of Petrotec. In April 2015, Petrotec's application to de-list its shares of common stock from the Frankfurt Stock Exchange was approved. From the end of the October 8, 2015 trading day, Petrotec's shares of common stock are no longer traded on a regulated market of any stock exchange. Syntroleum Corporation/Dynamic Fuels, LLC On June 3, 2014, REG Synthetic Fuels, a wholly-owned subsidiary of the Company included in the Biomass-based diesel segment, acquired substantially all the assets of Syntroleum, which consisted of a 50% limited liability company membership interest in Dynamic Fuels, as well as intellectual property and other assets. Dynamic Fuels owns a 75 mmgy nameplate capacity renewable hydrocarbon diesel biorefinery located in Geismar, Louisiana. The following table summarizes the consideration paid for Syntroleum. June 3, 2014 Consideration at fair value for Syntroleum: Common stock $ 34,831 The fair value of the 3,493,613 shares of Common Stock issued to Syntroleum was determined on the basis of the closing market price of the Company's common shares at the date of acquisition. The fair value of the Syntroleum renewable hydrocarbon diesel technology was determined using the relief from royalty method, or RFR, which reflects the savings realized by owning the intangible assets. The value under RFR method is dependent upon the following factors for an asset: royalty rate, discount rate, expected life and projected revenue. On June 6, 2014, REG Synthetic Fuels acquired the remaining 50% ownership interest in Dynamic Fuels, from Tyson Foods. The Company renamed Dynamic Fuels to REG Geismar, LLC, which is included in the Biomass-based diesel segment. The finalization of the purchase price allocation resulted in an increase in goodwill of $3,202 relating to higher than initially estimated net operating losses prior to the acquisition of Syntroleum and Dynamic Fuels. The following table summarizes the consideration paid to Tyson Foods for Dynamic Fuels: June 6, 2014 Consideration at fair value for Dynamic Fuels: Cash $ 16,447 Contingent consideration 28,900 Total $ 45,347 The following table summarizes the amount of assets acquired and liabilities assumed at the acquisition date for the combined acquisition of Syntroleum and Dynamic Fuels: June 6, 2014 Assets (liabilities) acquired of Syntroleum and Dynamic Fuels: Cash $ 253 Other current assets 4,666 Property, plant and equipment 121,567 Goodwill 71,398 Intangible assets 8,900 Other noncurrent assets 10,281 Other current liabilities (1,024 ) Deferred tax liabilities (8,310 ) Debt (113,553 ) Other noncurrent liabilities (14,000 ) Total $ 80,178 Subsequent to the closing of the Tyson Foods transaction, REG Geismar paid off the debt owed to Tyson Foods in the amount of $13,553 . Subject to achievements related to the sale of renewable hydrocarbon diesel at the REG Geismar production facility, Tyson Foods may receive contingent consideration of up to $35,000 . The Company will pay contingent consideration, if and when, the Company achieves certain sales volumes. The agreement calls for periodic payments based on pre-determined payments per gallon of product sold. The probability weighted contingent payments were discounted using a risk adjusted discount rate of 5.8% . The contingent payments will be payable in cash. As of December 31, 2015 , the Company has recorded a contingent liability of $29,209 , of which $7,270 has been classified in accrued expenses and other liabilities on the Consolidated Balance Sheets. LS9, Inc. On January 22, 2014, REG Life Sciences, a wholly-owned subsidiary of the Company, acquired substantially all of the assets and certain liabilities of LS9. This acquisition's finalized purchase price allocation did not result in material adjustments. The following table summarizes the consideration paid and the amounts of assets acquired and liabilities assumed at the acquisition date: January 22, 2014 Consideration at fair value: Cash $ 15,275 Common stock 26,254 Contingent consideration 17,050 Total $ 58,579 January 22, 2014 Assets (liabilities) acquired: Property, plant and equipment $ 8,215 In-process research & development intangible assets 15,956 Goodwill 34,846 Other noncurrent liabilities (438 ) Total $ 58,579 The fair value of the 2,230,559 shares of Common Stock issued as part of the consideration paid for LS9 was determined on the basis of the closing market price of the Company's common shares at the date of acquisition. Subject to achievement of certain milestones related to the development and commercialization of products from LS9’s technology, LS9 may receive contingent consideration of up to $21,500 (Earnout Payments) over a five -year period after the acquisition. The Earnout Payments will be payable in cash, the Company's stock or a combination of cash and stock at the Company's election. As of December 31, 2015 and 2014 , the Company has recorded a contingent liability of $7,590 and $8,624 , respectively, $3,958 and $0 , respective of which has been classified as current on the Consolidated Balance Sheets. 416 S. Bell, LLC Prior to July 25, 2014, the Company had a 50% ownership in 416 S Bell, LLC (Bell, LLC), a variable interest entity (VIE) joint venture that owned and leased to the Company its corporate office building in Ames, Iowa. Commencing January 1, 2011, the Company had the right to execute a call option with the joint venture member, Dayton Park, LLC (Dayton Park), to purchase Bell, LLC and commencing on January 1, 2013, Dayton Park had the right to execute a put option with the Company to sell Bell, LLC. The Company determined it was the primary beneficiary of Bell, LLC and had consolidated Bell, LLC into the Company’s financial statements since January 1, 2011. On July 25, 2014, the Company completed the acquisition of the remaining 50% interest in Bell, LLC in exchange for $1,423 cash. The Company determined that this transaction did not result in a change of control and as such has accounted for it as an equity transaction. Neither goodwill nor a gain/loss was recognized in conjunction with the acquisition. 2013 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 substantially all the assets of Soy Energy, LLC's (Soy Energy) assets 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 biomass-based diesel 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, 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 final purchase price allocation resulted in $16,085 of property, plant and equipment and $17 of other current liabilities. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | MARKETABLE SECURITIES The Company's investments in marketable securities are stated at fair value and are available-for-sale. The Company has no outstanding marketable securities as of December 31, 2015 . The following table summarizes the Company's marketable securities at December 31, 2014: As of December 31, 2014 Maturity Gross Amortized Cost Total Unrealized Gains Total Unrealized Losses Fair Value Corporate bonds Within one year $ 6,781 $ — $ (6 ) $ 6,775 Certificates of deposit Within one year 10,000 — (5 ) 9,995 Total $ 16,781 $ — $ (11 ) $ 16,770 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consist of the following at December 31: 2015 2014 Raw materials $ 28,989 $ 23,117 Work in process 3,014 2,879 Finished goods 53,887 71,512 Total $ 85,890 $ 97,508 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Company's owned property, plant and equipment consists of the following at December 31: 2015 2014 Land $ 4,221 $ 3,437 Building and improvements 103,199 96,298 Leasehold improvements 8,149 10,023 Machinery and equipment 397,632 355,332 513,201 465,090 Accumulated depreciation (75,119 ) (53,889 ) 438,082 411,201 Construction in process 136,502 81,995 Total $ 574,584 $ 493,196 The increase in the December 31, 2015 Construction in process balance is mainly related to the projects at REG Geismar, LLC and REG Danville, LLC in the amount of $37,258 and $15,986 , respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Amortizing intangible assets consist of the following at December 31: December 31, 2015 Cost Accumulated Amortization Net Weighted Average Remaining Life Raw material supply agreement $ 6,230 $ (1,551 ) $ 4,679 10.0 years Renewable hydrocarbon diesel technology 8,300 (876 ) 7,424 13.5 years Acquired customer relationships 2,900 (106 ) 2,794 9.6 years Ground lease 200 (112 ) 88 5.9 years Total amortizing intangibles 17,630 (2,645 ) 14,985 In-process research and development, indefinite lives 15,956 — 15,956 Total intangible assets $ 33,586 $ (2,645 ) $ 30,941 December 31, 2014 Cost Accumulated Amortization Net Weighted Average Remaining Life Raw material supply agreement $ 5,914 $ (1,113 ) $ 4,801 11.0 years Renewable hydrocarbon diesel technology 8,300 (323 ) 7,977 14.5 years Ground lease 200 (97 ) 103 6.9 years Total amortizing intangibles 14,414 (1,533 ) 12,881 In-process research and development, indefinite lives 15,956 — 15,956 Total intangible assets $ 30,370 $ (1,533 ) $ 28,837 The raw material supply agreement acquired is amortized over its 15 year term based on actual usage under the agreement and expires in 2025. The Company determined the estimated amount of raw materials to be purchased over the life of the agreement to calculate a per pound rate of consumption. The rate is then multiplied by the actual usage each period for expense reporting purposes. Amortization expense of $1,112 , $1,298 and $325 for intangible assets was recorded for the years ended December 31, 2015 , 2014 and 2013 , respectively. Estimated amortization expense for fiscal years ended December 31 is as follows: 2016 $ 1,329 2017 1,343 2018 1,357 2019 1,372 2020 1,388 Thereafter 8,196 Total $ 14,985 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | OTHER ASSETS Prepaid expenses and other current assets consist of the following at December 31: 2015 2014 Commodity derivatives and related collateral, net $ 10,097 $ 12,938 Prepaid expenses 8,504 7,901 Deposits 3,824 4,481 RIN inventory 5,656 10,795 Taxes receivable 1,814 2,843 Other 1,987 4,177 Total $ 31,882 $ 43,135 RIN inventory is valued at the lower of cost or net realizable value and consists of (i) RINs the Company generates in connection with its production of biomass-based diesel 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 biomass-based diesel 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 generated by the Company have zero cost associated to them, the lower of cost or market adjustment in RIN inventory reflects only the value of RINs obtained from third parties. RIN inventory values were adjusted in the amount of $3,027 and $1,042 at December 31, 2015 and 2014 , respectively, to reflect the lower of cost or market. Other noncurrent assets consist of the following at December 31: 2015 2014 Spare parts inventory $ 2,922 $ 3,440 Deposits 2,370 4,370 Other 6,527 6,624 Total $ 11,819 $ 14,434 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following at December 31: 2015 2014 Accrued property taxes $ 1,056 $ 1,412 Accrued employee compensation 8,776 10,639 Accrued interest 578 683 Deferred grant revenue — 745 Contingent consideration, current portion 14,762 9,228 Unfavorable lease obligation, current portion 1,828 1,828 Other 1,466 3,951 Total $ 28,466 $ 28,486 Other noncurrent liabilities consist of the following at December 31: 2015 2014 Straight-line lease liability $ 2,751 $ 3,111 Asset retirement obligations 1,062 990 Other 1,097 1,465 Total $ 4,910 $ 5,566 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The Company’s term debt at December 31 is as follows: 2015 2014 2.75% Convertible debt, $143,750 face amount, due in June 2019 $ 126,053 $ 121,354 REG Geismar GOZone bonds, secured, variable interest rate, due in October 2033 100,000 100,000 REG Danville term loan, secured, variable interest rate of LIBOR plus 5%, due in November 2015 — 1,513 REG Newton term loan, secured, variable interest rate of LIBOR plus 4%, due in December 2018 16,800 19,868 REG Mason City term loan, fixed interest rate of 5%, due in July 2019 3,675 4,566 REG Ames term loans, secured, fixed interest rates of 3.5% and 4.25%, due in January 2018 and December 2019, respectively 3,901 4,226 REG Grays Harbor term loan, variable interest of minimum 3.5% or Prime Rate plus 0.25%, due in May 2022 5,225 — Other 908 1,402 Total debt before debt issuance costs 256,562 252,929 Less: Current portion of long-term debt 5,206 5,746 Less: Debt issuance costs (net of accumulated amortization of $ 2,296 and $1,474, respectively) 4,105 5,152 Total long-term debt $ 247,251 $ 242,031 Convertible Debt In June 2014, the Company issued $143,750 in convertible senior notes (Convertible Notes) with a maturity date of June 15, 2019, unless earlier converted or repurchased. The initial conversion rate is 75.3963 shares of Common Stock per $1 principal amount of Convertible Notes, which represents an initial conversion price of approximately $13.26 per share. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. Certain corporate events that occur prior to the stated maturity date can cause the Company to increase the conversion rate for a holder. Prior to December 15, 2018, holders may convert all or any portion of their Convertible Notes only under certain limited circumstances where the sale price of Common Stock for a period of time is (i) greater than or equal to 130% of the conversion price of the Convertible Notes on each applicable trading day; (ii) less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate of the Convertible Notes on each applicable trading day; or (iii) upon the occurrence of specified corporate events. On or after December 15, 2018 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election. The Company's current intent is to settle the principal amount of the Senior Notes in cash upon conversion. If the conversion value exceeds the principal amount, the Company would deliver shares of its common stock in respect to the remainder of its conversion obligation in excess of the aggregate principal amount (conversion spread). The Convertible Notes are not redeemable at the Company’s option prior to maturity. In accounting for the issuance of the Convertible Notes, the Company separated the Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the estimated fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the face value of the Convertible Notes as a whole. The excess of the face amount of the liability component over its carrying amount is amortized to interest expense over the term of the Convertible Notes using the effective interest method with an effective interest rate of 3.80% per annum. The gross proceeds of $143,750 were accordingly allocated between long-term debt for $118,719 and stockholders' equity $25,031 . Issuance costs of $4,563 were paid, which were allocated between deferred financing costs and equity. In connection with the issuance of the Convertible Notes, the Company entered into capped call transactions (Capped Call) in private transactions. Under the Capped Call, the Company purchased capped call options that in aggregate relate to 92.5% of the total number of shares of the Company's Common Stock underlying the Convertible Notes, with a strike price equal to the conversion price of the Convertible Notes and with a cap price equal to $16.02 per share. The capped calls were purchased for $11,904 and recorded as a reduction to common stock-additional paid-in-capital. The purchased Capped Call allows the Company to receive shares of its Common Stock and/or cash from counterparties equal to the amounts of Common Stock and/or cash related to the excess of the market price per share of the Common Stock, as measured under the terms of the Capped Call over the strike price of the Capped Call during the relevant valuation period. The purchased Capped Call is intended to reduce the potential dilution to Common Stock upon future conversion of the Convertible Notes by effectively increasing the initial conversion price to $16.02 as well as to offset potential cash payments the Company is required to make in excess of the principal amount of the Convertible Notes in applicable events. The Capped Call is a separate transaction entered into by the Company with the Option Counterparties, are not part of the terms of the Convertible Notes and will not change the holders' rights under the Convertible Notes. REG Geismar, LLC's GOZone Bonds The Company assumed Dynamic Fuels’ GOZone bond obligation at the time of the purchase of Dynamic Fuels (see "Note 5 - Acquisitions"). In connection with the acquisition from Tyson Foods, the Company agreed to reimburse Tyson Foods for any amounts payable by Tyson relating to an irrevocable direct-pay letter of credit (Old Letter of Credit), which was obtained by Tyson to pay for the principal and interest on Dynamic Fuels' GOZone Bonds. Tyson's total obligation under the Old Letter of Credit amounted to $101,315 , which represents the sum of the outstanding $100,000 principal amount of the GOZone Bonds plus $1,315 of interest at the date of the acquisition. On July 8, 2014, REG Geismar and Bank of America entered into a Reimbursement Agreement, dated as of the same date (Reimbursement Agreement), and Bank of America issued a letter of credit (Substitute Letter of Credit) to the trustee for the GOZone Bonds, in substitution for the irrevocable direct-pay letter of credit (Old Letter of Credit) held by Tyson Foods. The Substitute Letter of Credit is in the stated amount of $101,315 . REG Geismar’s repayment obligations under the Reimbursement Agreement are secured by a $101,315 certificate of deposit established by REG Capital, LLC, or REG Capital, which was pledged by REG Capital to Bank of America. This certificate of deposit is recorded as restricted cash in non-current assets of the Consolidated Balance Sheets. The Substitute Letter of Credit expired on July 8, 2015 and was extended to July 8, 2016. In the event that the expiration date of the Substitute Letter of Credit is not extended or a new letter of credit is not issued in substitution for the Substitute Letter of Credit, holders of the Bonds are required to tender their Bonds for repurchase and the trustee for the Bonds is required pursuant to the terms of the indenture governing the Bonds to draw down the Substitute Letter of Credit to fund the repurchase of the Bonds. The Substitute Letter of Credit requires that the Bonds remain in the daily or weekly interest rate mode. REG Marketing & Logistics Group, LLC & REG Services Group, LLC The Company’s revolving debt at December 31 are as follows: 2015 2014 Total revolving loans (current) $ 23,149 $ 16,679 Maximum remaining available to be borrowed under revolving line of credit $ 23,067 $ 20,719 We currently have a revolving credit agreement with the lenders thereto and Wells Fargo Capital Finance, LLC, as agent, which we refer to as the Wells Fargo Revolver. The Wells Fargo Revolver provides for the extension of revolving loans in an aggregate principal amount not to exceed $60,000 , based on eligible inventory, accounts receivable, biodiesel tax credits of the subsidiary borrowers and the inventory of certain affiliates. As of December 31, 2015 , our available borrowing capacity under the Wells Fargo Revolver was $46,216 of which $23,149 was outstanding, leaving $23,067 in availability. The Wells Fargo Revolver has a stated maturity date of December 23, 2016. There is a contractual requirement for daily net settlement through a sweep from the Company’s cash account, as such the Company presented the Revolver activity in the financing section of the Consolidated Statement of Cash Flows on a net basis. Amounts borrowed under the Wells Fargo Revolver bear interest, in the case of LIBOR rate loans, at a per annum rate equal to the LIBOR rate plus the LIBOR Rate Margin (as defined), which may range from 2.50 to 4.25 percent, based on the Quantity Average Excess Availability Amount (as defined). The LIBOR Rate Margin is subject to reduction or increase depending on the amount available for borrowing under the new revolving credit agreement. The Wells Fargo Revolver contains various loan covenants that restrict each subsidiary borrower’s ability to take certain actions, including restrictions on incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, repurchase or redemption of capital stock, making certain investments, entering into certain transactions with affiliates or changing the nature of the subsidiary’s business. In addition, the subsidiary borrowers are required to maintain a Fixed Charge Coverage Ratio (as defined in the Wells Fargo Revolver) of at least 1.0 to 1.0 and to have Excess Availability (as defined in the Wells Fargo Revolver) of at least $6,000 . The Wells Fargo Revolver is secured by the subsidiary borrowers’ membership interests and substantially all of their assets, and the inventory of REG Albert Lea, LLC, REG Houston, LLC, REG New Boston, LLC, and REG Geismar, LLC subject to a $25,000 limitation. Maturities of the term debt, including the convertible debt, are as follows for the years ending December 31: 2016 $ 5,206 2017 5,248 2018 15,718 2019 128,091 2020 929 Thereafter 101,370 Total 256,562 Less: current portion 5,206 $ 251,356 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income tax benefit (expense) for the years ended December 31 is as follows: 2015 2014 2013 Current income tax benefit (expense) Federal $ — $ — $ 2,432 State — — 2,492 Foreign (225 ) — — (225 ) — 4,924 Deferred income tax benefit (expense) Federal 24,151 (14,112 ) 15,297 State 9,736 1,420 3,736 Foreign 1,035 9 — Net operating loss carryforwards created 88,110 61,640 48,024 123,032 48,957 67,057 Income tax benefit (expense) before valuation allowances 122,807 48,957 71,981 Deferred tax valuation allowances (114,106 ) (52,529 ) (76,916 ) Income tax benefit (expense) $ 8,701 $ (3,572 ) $ (4,935 ) 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: 2015 2014 2013 U.S. Federal income tax expense at a statutory rate of 35 percent $ 56,144 $ (30,139 ) $ (66,955 ) State taxes, net of federal income tax benefit 12,777 5,119 6,905 Tax position on government incentives 85,423 76,662 131,829 Goodwill impairment (35,062 ) — — Bargain purchase gain 1,875 — — Other 1,650 (2,685 ) 202 Total (expense) benefits for income taxes before valuation allowances 122,807 48,957 71,981 Valuation allowances (114,106 ) (52,529 ) (76,916 ) Total benefit (expense) for income taxes $ 8,701 $ (3,572 ) $ (4,935 ) The Company had 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. Therefore, 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. The majority of this reduction increased the Company's net operating loss carry forwards available to offset future taxable income rather than resulting in a refund of taxes previously paid. As a result of excluding these government incentive payments, the Company currently has cumulative losses in recent years and initially established a valuation allowance in 2013 to reduce its total deferred tax assets to the amount more-likely-than-not to be realized. In 2015 the Company had a non-cash impairment charge for goodwill of $175,028 , of which $100,177 was not deductible for tax purposes. A $35,062 tax impact related to the non-deductible portion of the goodwill impairment charge is reflected in the tax reconciliation above. In November 2015, the Financial Accounting Standards Board issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” , which states that, in a classified statement of financial position, an entity shall classify deferred tax assets and liabilities as noncurrent amounts. The Company early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis in order to simplify the presentation of deferred income taxes by eliminating the need to separate deferred incomes tax liabilities and assets into current and non-current amounts in a classified balance sheet. The Company’s prior period financial statements have not been retrospectively adjusted. The Company’s early adoption of ASU 2015-17 resulted in a reclassification of the Company’s current deferred tax liability to the non-current deferred tax liability in the Company’s Consolidated Balance Sheets as of December 31, 2015. If the Company had retrospectively adopted the standard, the 2014 current deferred tax liability would have been zero instead of the $14,899 reported, and the non-current deferred tax liability would have been $21,804 instead of the $6,905 reported. The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities at December 31 are as follows: 2015 2014 Current Noncurrent Current Noncurrent Deferred Tax Assets: Goodwill $ — $ 39,172 $ — $ 13,716 Net operating loss carryforwards — 243,865 — 154,020 Tax credit carryforwards — 1,597 — 1,597 Start-up costs — 988 — 1,111 Stock-based compensation — 4,703 — 3,469 Terminal leases — 3,859 — 4,229 Capitalized research and development — 8,096 — 3,711 Accrued compensation — 2,546 3,422 — Inventory capitalization — 2,046 1,600 — Allowance for doubtful accounts — 567 931 — Other — 1,569 56 1,474 Deferred tax assets — 309,008 6,009 183,327 Deferred Tax Liabilities: Prepaid expenses — (1,338 ) (1,239 ) — Property, plant and equipment — (65,398 ) — (53,133 ) Intangibles — (3,909 ) — (3,018 ) Deferred revenue — — (4,443 ) — Convertible debt — (3,626 ) (4,599 ) — Unrealized gain (loss) on available for sale investments — (1,752 ) (5,767 ) — Other — (2,007 ) (527 ) (1,867 ) Deferred tax liabilities — (78,030 ) (16,575 ) (58,018 ) Net deferred tax assets (liabilities) — 230,978 (10,566 ) 125,309 Valuation allowance — (250,164 ) (4,333 ) (132,214 ) Net deferred taxes $ — $ (19,186 ) $ (14,899 ) $ (6,905 ) At December 31, 2015 , the Company has recorded a deferred tax asset of $243,865 reflecting the benefit of federal, state and foreign net operating loss carry-forwards. Federal net operating loss carry-forward totals $617,698 and will begin to expire in 2028 , while the amount and expiration dates of state net operating losses vary by jurisdiction. Changes in ownership of the Company, as defined by Section 382 of the Internal Revenue Code of 1986, as amended, may limit the utilization of federal and state net operating losses and credit carry forwards in any one year. The Company has performed a study to determine the impact of changes in ownership on utilization of carry forward attributes, the results of which have been incorporated into our financial statements. As discussed above, in evaluating available evidence around the recoverability of net deferred tax assets, the Company considers, among other factors, historical financial performance, expectation of future earnings, length of statutory carry forward periods and ability to carry back losses to prior periods, experience with operating loss and tax credit carry forwards not expiring unused, tax planning strategies and timing for the of reversals of temporary differences. In evaluating losses, management considers the nature, frequency and severity of losses in light of the conditions giving rise to those losses. As a result of the above described tax policy of excluding government incentive payments from taxable income, the Company currently has cumulative losses in recent years and has established a valuation allowance to reduce its total deferred tax assets to the amount more-likely-than-not to be realized. Activity regarding the valuation allowance for deferred tax assets was as follows: 2015 2014 2013 Beginning of year balance $ 136,547 $ 76,916 $ — Changes in valuation allowance charged to income 114,106 52,529 76,916 Foreign currency translation (773 ) — — Acquisition 284 7,102 — End of year balance $ 250,164 $ 136,547 $ 76,916 The Company analyzes filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, and all open tax years in these jurisdictions to determine if it has any uncertain tax positions on any of its income tax returns. An uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a tax return not yet filed, that has not been reflected in measuring income tax expense for financial reporting purposes. The Company does not recognize income tax benefits associated with uncertain tax positions where it is determined that it is not more-likely-than-not, based on the technical merits, that the position will be sustained upon examination. A reconciliation of the total amounts of unrecognized tax benefits at December 31 is as follows: 2015 2014 2013 Beginning and end of year balance $ 1,900 $ 1,900 $ 1,900 The amount of unrecognized tax benefits that would affect the effective tax rate if the tax benefits were recognized was $0 , $0 and $1,428 at December 31, 2015 , 2014 and 2013 , respectively. The remaining liability for unrecognized tax benefits is related to tax positions for which there is a related deferred tax asset. The Company does not believe it is reasonably possible that the amounts of unrecognized tax benefits existing as of December 31, 2015 will significantly increase or decrease over the next twelve months. Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense. The Company has not recorded any such amounts in the periods presented. The U.S. Internal Revenue Service has examined the Company's federal income tax returns through 2008, as well as 2010 and 2011. All other years are subject to examination, while various state income tax returns also remain subject to examination by state taxing authorities. The Company considers its foreign earnings of non US subsidiaries to be permanently reinvested. Any amount would become taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. The Company has not made a provision for U.S. or additional foreign withholding taxes. The Company currently has a tax basis in excess of financial reporting basis on its foreign subsidiaries and no unrecognized deferred tax liabilities. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION On October 26, 2011, the stockholders approved the 2009 Stock Incentive Plan (the 2009 Plan) which authorizes up to 4,160,000 shares of Company Common Stock to be issued for the award of restricted stock, restricted stock units (RSU’s) and stock appreciation rights (SAR’s) at the discretion of the Company Board as compensation to employees, consultants of the Company and to non-employee directors. Under the 2009 Plan, an additional 1,800,000 shares, or 5,960,000 shares in total, are reserved for issuance as approved by shareholders on May 15, 2014. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. There was no cash flow impact resulting from the grants of these awards. The 2009 Plan is generally protected from anti-dilution via adjustments for any stock dividends, stock split, combination or other recapitalization. The Company recorded stock-based compensation expense of $5,161 , $5,883 and $5,416 for the years ended December 31, 2015 , 2014 and 2013 , respectively. The stock-based compensation costs were included as a component of selling, general and administrative expenses. At December 31, 2015 , there was $6,438 of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a period of approximately 3.2 years . Restricted Stock Units The following table summarizes information about the Company’s Common Stock RSU’s granted, vested, exercised and forfeited: Number of Awards Weighted Average Issue Price Awards outstanding - January 1, 2013 505,616 $17.14 Issued 204,183 $11.96 Vested and restriction lapsed (192,190 ) $15.72 Forfeited (16,681 ) $9.98 Awards outstanding - December 31, 2013 500,928 $15.81 Issued 257,030 $10.97 Vested and restriction lapsed (124,906 ) $10.42 Forfeited (16,658 ) $10.95 Awards outstanding - December 31, 2014 616,394 $15.00 Issued 339,280 $9.34 Vested and restriction lapsed (295,089 ) $9.36 Forfeited (22,687 ) $10.56 Awards outstanding - December 31, 2015 637,898 $12.87 The RSU’s convert into one share of common stock upon vesting. RSU’s cliff vest at the earlier of expressly provided service or performance conditions. The service period for these RSU awards, excluding those issued to the Company’s Board of Directors ( one year ) and certain executive management ( four year), is a three year period from the grant date. The performance conditions provide for accelerated vesting upon various conditions including a change in control or other common stock liquidity events. Stock Appreciation Rights The following table summarizes information about SAR’s granted, forfeited, vested and exercisable: Number of SAR’s Weighted Average Exercise Price Weighted Average Contractual Term SAR's outstanding - January 1, 2013 1,053,845 $9.47 Granted 335,057 $12.85 Exercised (5,106 ) $8.92 Forfeited (10,727 ) $10.85 SAR's outstanding - December 31, 2013 1,373,069 $10.28 8.6 years Granted 449,225 $11.73 Exercised (435 ) $7.37 Forfeited (12,557 ) $11.57 SAR's outstanding - December 31, 2014 1,809,302 $10.63 8.1 years Granted 655,855 $9.47 Exercised (14,470 ) $9.21 Forfeited (54,561 ) $10.30 SAR's outstanding - December 31, 2015 2,396,126 $10.33 7.6 years SAR's exercisable - December 31, 2015 758,952 $13.69 7.6 years SAR's expected to vest - December 31, 2015 1,479,586 $10.40 7.6 years The SAR’s vest 25% annually on each of the four anniversary dates following the grant date and expire after ten years . The fair value of each SAR grant is estimated using the Black-Scholes option-pricing model as set forth in the table below: 2015 2014 2013 The weighted average fair value of stock appreciation rights issued (per unit) $3.33 - $3.90 $4.18 - $4.93 $2.54 - $6.51 Dividend yield —% —% —% Weighted average risk-free interest rate 1.4% - 1.6% 1.5% - 1.8% 0.7% - 1.8% Weighted average expected volatility 40% 40% 40% Expected life in years 6.25 6.25 6.25 Stock Options The following table summarizes information about Common Stock options granted, exercised, forfeited, vested and exercisable: Number of Options Weighted Average Exercise Price Weighted Average Contractual Term Options outstanding - January 1, 2013 87,026 $23.75 3.6 years Granted — $— Exercised — $— Forfeited — $— Options outstanding - December 31, 2013 87,026 $23.75 2.6 years Granted — $— Exercised — $— Forfeited — $— Options outstanding - December 31, 2014 87,026 $23.75 1.6 years Granted — $— Exercised — $— Forfeited — $— Options outstanding - December 31, 2015 87,026 $23.75 0.6 years Options exercisable - December 31, 2015 87,026 $23.75 0.6 years All stock options that remain outstanding are fully vested and exercisable. There was no intrinsic value of options granted, exercised or outstanding during the periods presented. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 (or 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 Board. 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 Board held by related party investors. The Company will report related party transactions before and after the IPO based on the related party characteristics mentioned above. Summary of Related Party Transactions - Consolidated Statements of Operations 2015 2014 2013 Cost of goods sold - Biomass-based diesel (a) $ 4,542 $ 42,622 $ 49,358 Selling, general and administrative expenses (a) $ — $ 45 $ 37 Interest expense (a) $ — $ 7 $ 30 (a) Represents transactions with West Central prior to the Company's determination that West Central was no longer a related party. Summary of Related Party Balances - Consolidated Balance Sheets 2015 2014 Accounts receivable (a) $ — $ 36 Accounts payable (a) $ — $ 1,101 (a) Represents balances with West Central. West Central Cooperative The Company purchases once-refined soybean oil from West Central Cooperative (West Central) and is required to pay interest for amounts owed on extended trade terms. The Company also had biomass-based diesel and co-product sales to West Central. 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. The Company reassesses its related parties at reporting dates and has determined that West Central Cooperative (West Central) is no longer a related party as West Central no longer holds ten percent or more of the Company’s outstanding Common Stock nor a board seat on the Company board. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases, Operating [Abstract] | |
Operating Leases | OPERATING LEASES The Company leases certain land and equipment under operating leases. Total rent expense under operating leases was $19,814 , $17,498 and $12,549 for the years ended December 31, 2015 , 2014 and 2013 , respectively. For each of the next five calendar years and thereafter, future minimum lease payments under operating leases that have initial or remaining noncancelable lease terms in excess of one year are as follows: Total Payments 2016 $ 18,339 2017 14,164 2018 13,515 2019 12,219 2020 10,749 Thereafter 50,449 Total minimum payments $ 119,435 The Company's leases consist primarily of access to distribution terminals, biomass-based diesel storage facilities, railcars and vehicles. At the end of the lease term the Company, generally, has the option to (a) return the leased equipment to the lessor, (b) purchase the property at its then fair value or (c) renew its lease at the then fair rental value on a year-to-year basis or for an agreed upon term. Certain leases allow for adjustment to minimum rentals in future periods as determined by the Consumer Price Index. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | DERIVATIVE INSTRUMENTS The Company has entered into heating oil and soybean oil futures, swaps and options (commodity derivative contracts) to reduce the risk of price volatility related to anticipated purchases of feedstock raw materials and to protect gross profit margins from potentially adverse effects of price volatility on biomass-based diesel sales where prices are set at a future date. All of the Company’s derivatives are recorded at fair value on the Consolidated Balance Sheets. Unrealized gains and losses on commodity futures, swaps and options contracts used to risk-manage feedstock purchases or biomass-based diesel inventory are recognized as a component of biomass-based diesel costs of goods sold reflected in current results of operations. At December 31, 2015 , the net notional volumes of heating oil and soybean oil covered under the open commodity derivative contracts were 47.8 million gallons and 40.1 million pounds, respectively. The Company offsets the fair value amounts recognized for its commodity derivative contracts with cash collateral with the same counterparty under a master netting agreement. The net position is presented within Prepaid expenses and other assets in the Consolidated Balance Sheets, see "Note 10 – Other Assets". As of December 31, 2015 , the Company posted $5,638 of collateral associated with its commodity-based derivatives with a net asset position of $10,097 . The following tables provide details regarding the Company’s derivative financial instruments: December 31, 2015 December 31, 2014 Assets Liabilities Assets Liabilities Gross amounts of commodity derivative contracts recognized at fair value $ 4,644 $ 185 $ 14,901 $ 205 Cash collateral 5,638 — 2,870 4,628 Total gross amount recognized 10,282 185 17,771 4,833 Gross amounts offset (185 ) (185 ) (4,833 ) (4,833 ) Net amount reported in the Consolidated Balance Sheets $ 10,097 $ — $ 12,938 $ — The following table sets forth the pre-tax gains (losses) included in the Consolidated Statements of Operations: Location of Gain (Loss) 2015 2014 2013 Commodity derivatives Cost of goods sold – Biomass-based diesel $ 35,983 $ 61,631 $ (5,656 ) |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | FAIR VALUE MEASUREMENT The fair value hierarchy prioritizes the inputs used in measuring fair value as follows: • Level 1—Quoted prices for identical instruments in active markets. • Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets. • Level 3—Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. A summary of assets (liabilities) measured at fair value is as follows: As of December 31, 2015 Total Level 1 Level 2 Level 3 Commodity contract derivatives $ 4,459 $ 2,196 $ 2,263 $ — Contingent consideration for LS9 acquisition $ (7,590 ) — — (7,590 ) Contingent consideration for Dynamic Fuels acquisition $ (29,209 ) — — (29,209 ) Contingent consideration for Imperium acquisition $ (4,913 ) — — (4,913 ) $ (37,253 ) $ 2,196 $ 2,263 $ (41,712 ) As of December 31, 2014 Total Level 1 Level 2 Level 3 Money market funds $ 302 $ 302 $ — $ — Certificates of deposit $ 9,995 — 9,995 — Commercial notes/bonds $ 6,775 — 6,775 — Commodity contract derivatives $ 14,696 6,885 7,811 — Contingent consideration for LS9 acquisition $ (8,624 ) — — (8,624 ) Contingent consideration for Dynamic Fuels acquisition $ (30,695 ) — — (30,695 ) $ (7,551 ) $ 7,187 $ 24,581 $ (39,319 ) 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 years ended as follows: Contingent Consideration for LS9 Acquisition Contingent Consideration for Dynamic Fuels Acquisition Contingent Consideration for Imperium Acquisition Balance at January 1, 2013 and December 31, 2013 $ — $ — $ — Issuance of contingent consideration for acquisitions 17,050 28,900 — Change in estimates included in earnings (8,426 ) 1,795 — Settlements — — — Balance at December 31, 2014 8,624 30,695 — Issuance of contingent consideration for acquisitions — — 5,000 Change in estimates included in earnings (1,034 ) 675 — Settlements — (2,161 ) (87 ) Ending balance - December 31, 2015 $ 7,590 $ 29,209 $ 4,913 The Company used the following methods and assumptions to estimate fair value of its financial instruments: Marketable securities : The fair value of marketable securities, which include certificates of deposit and commercial notes/bonds are obtained using quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices, e.g., interest rates and yield curves. The Company utilizes a pricing service to assist in obtaining fair value pricing for the majority of this investment portfolio. Commodity contract 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. Contract fair value is determined based on quoted prices of similar contracts in over-the-counter markets and are reflected in Level 2. Contingent consideration for acquisitions: The fair value of the LS9 contingent consideration is determined using an expected present value technique. Expected cash flows are determined using the probability weighted-average of possible outcomes that would occur should achievement of certain milestones related to the development and commercialization of products from LS9’s technology occur. There is no observable market data available to use in valuing the contingent consideration; therefore, the Company developed its own assumptions related to the expected future delivery of product enhancements to estimate the fair value of these liabilities. An 8.0% discount rate is used to estimate the fair value of the expected payments. The fair value of the Dynamic Fuels contingent consideration is determined using an expected present value technique. Expected cash flows are determined using the probability weighted-average of possible outcomes that would occur based on the sales and volumes of renewable hydrocarbon diesel at the REG Geismar's production facility. A 5.8% discount rate is used to estimate the fair value of the expected payments. The fair value of the Imperium contingent consideration was estimated based on an income approach. Expected earnouts are determined as total present value of the possible outcomes at a discount rate of 10% should the achievement of the production and sales volume at the REG Grays Harbor facility occur post acquisition as well as whether the biodiesel mixture excise tax credit is reinstated. Debt and lines of credit: The fair value of long-term debt and lines of credit was established using discounted cash flow calculations and current market rates reflecting Level 2 inputs. The estimated fair values of the Company’s financial instruments, which are not recorded at fair value are as follows as of December 31: 2015 2014 Asset (Liability) Carrying Amount Estimated Fair Value Asset (Liability) Carrying Amount Estimated Fair Value Financial Liabilities: Debt and lines of credit $ (279,711 ) $ (275,123 ) $ (269,608 ) $ (270,331 ) |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NET INCOME (LOSS) PER SHARE Basic net income per common share is presented in conformity with the two-class method required for participating securities. Participating securities include, or have included, Series A Preferred Stock, Series B Preferred Stock and RSU's. Under the two-class method, net income is reduced for distributed and undistributed dividends earned in the current period. The remaining earnings are then allocated to Common Stock and the participating securities. The Company calculates the effects of participating securities on diluted earnings per share (EPS) using both the “if-converted or treasury stock” and "two-class" methods and discloses the method which results in a more dilutive effect. The effects of Common Stock options, warrants, stock appreciation rights and convertible notes on diluted EPS are calculated using the treasury stock method unless the effects are anti-dilutive to EPS. The following potentially dilutive weighted average securities were excluded from the calculation of diluted net income per share attributable to common stockholders during the periods presented as the effect was anti-dilutive: Year Ended December 31, 2015 2014 2013 Options to purchase common stock 87,026 87,026 87,026 Stock appreciation rights 2,072,130 1,400,824 1,030,926 Warrants to purchase common stock — 17,916 — Convertible notes 10,838,218 6,295,075 — Total 12,997,374 7,800,841 1,117,952 The following table presents the calculation of diluted net income per share for the years ended December 31, 2015 , 2014 and 2013 (in thousands, except share and per share data): 2015 2014 2013 Net income (loss) attributable to the Company's common stockholders - Basic $ (151,392 ) $ 81,620 $ 165,254 Plus: distributed dividends to Preferred Stockholders — 40 2,055 Plus (less): effect of participating securities — (418 ) (2,051 ) Net income (loss) attributable to the Company's common stockholders - Diluted $ (151,392 ) $ 81,242 $ 165,258 Shares: Weighted-average shares outstanding - Basic 43,958,803 40,740,411 33,045,164 Adjustment to reflect stock appreciation right conversions — 9,502 7,065 Adjustment to reflect warrants to purchase common stock — — 650 Weighted-average shares outstanding - Diluted 43,958,803 40,749,913 33,052,879 Net income (loss) per share attributable to common stockholders - Diluted $ (3.44 ) $ 1.99 $ 5.00 |
Reportable Segments and Geograp
Reportable Segments and Geographic Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Reportable Segments and Geographic Information | REPORTABLE SEGMENTS AND GEOGRAPHIC INFORMATION The Company reports its reportable segments based on products and services provided to customers. The Company re-assesses its reportable segment on an annual basis. During the fourth quarter of 2015, the Company determined that as activities surrounding its renewable chemicals business increase, it changed the composition of its operating segments from two reportable segments to three reportable segments by presenting Renewable Chemicals separate from Biomass-based diesel. The new reportable segments generally align the Company's external financial reporting segments with its new internal operating segments, which are based on its internal organizational structure, operating decisions, and performance assessment. As such, our reportable segments at December 31, 2015 include Biomass-based diesel, Services, Renewable Chemicals and Corporate and other activities. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. All prior period disclosures below have been recast to present results on a comparable basis. The Biomass-based diesel segment processes waste vegetable oils, animal fats, virgin vegetable oils and other feedstocks and methanol into biomass-based diesel. The Biomass-based diesel segment also includes the Company’s purchases and resale of biomass-based diesel produced by third parties. Revenue is derived from the purchases and sales of biomass-based diesel, RINs and raw material feedstocks acquired from third parties, sales of biomass-based diesel produced under toll manufacturing arrangements with third party facilities, sales of processed biomass-based diesel from Company facilities, related by-products and renewable energy government incentive payments, in the U.S. and internationally. The Services segment offers services for managing the construction of biomass-based diesel production facilities and managing ongoing operations of 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. Revenues are recorded by the Services segment at cost. The Renewable Chemicals segment consists of research and development activities involving the production of renewable chemicals, additional advanced biofuels and other products from the Company's proprietary microbial fermentation process and the operations of a demonstration scale facility located in Okeechobee, Florida. No revenues were recorded by the Renewable Chemicals segment during 2015 or 2014. The Corporate and Other segment includes trading activities related to petroleum-based heating oil and diesel fuel as well as corporate activities, which consist of corporate office expenses such as compensation, benefits, occupancy and other administrative costs, including management service expenses. Corporate and other also includes income/(expense) not associated with the reportable segments, such as corporate general and administrative expenses, shared service expenses, interest expense and interest income, all reflected on an accrual basis of accounting. In addition, corporate and other includes cash and other assets not associated with the reportable segments, including investments. Intersegment revenues are reported by the Services and Corporate and Other segments. The following table represents the significant items by reportable segment for the results of operations for the years ended December 31, 2015 , 2014 and 2013 : 2015 2014 2013 Net sales: Biomass-based Diesel (includes Petrotec's net sales of $145,039, $3,563 and $0, respectively) $ 1,326,452 $ 1,264,850 $ 1,500,580 Services 102,731 85,149 56,121 Corporate and other 68,984 11,940 — Intersegment revenues (110,823 ) (88,108 ) (58,563 ) $ 1,387,344 $ 1,273,831 $ 1,498,138 Income (loss) before income taxes Biomass-based diesel (includes Petrotec's losses of $(1,643), $(337) and $0, respectively) $ (100,152 ) $ 104,136 $ 201,114 Services 6,323 6,980 3,851 Renewable Chemicals (52,728 ) (12,252 ) — Corporate and other (13,854 ) (12,754 ) (13,664 ) $ (160,411 ) $ 86,110 $ 191,301 Depreciation and amortization expense, net: Biomass-based diesel (includes Petrotec's amounts of $3,259, $0, $0, respectively) $ 22,799 $ 13,497 $ 8,611 Services 302 204 120 Renewable Chemicals 1,413 1,293 — Corporate and other 1,362 802 511 $ 25,876 $ 15,796 $ 9,242 Cash paid for purchases of property, plant and equipment: Biomass-based diesel (includes Petrotec's amounts of $1,816, $0, $0, respectively) $ 59,859 $ 52,846 $ 36,770 Services 1,510 643 504 Renewable Chemicals 672 532 — Corporate and other 2,436 6,142 1,779 $ 64,477 $ 60,163 $ 39,053 2015 2014 Goodwill: Biomass-based diesel $ — $ 137,348 Services 16,080 16,080 Renewable Chemicals — 34,847 $ 16,080 $ 188,275 Assets: Biomass-based diesel (including Petrotec's assets of $45,471 and $56,960) $ 1,048,923 $ 1,150,851 Services 60,308 46,560 Renewable Chemicals 23,872 59,134 Corporate and other 308,782 235,823 Intersegment eliminations $ (218,265 ) $ (124,632 ) $ 1,223,620 $ 1,367,736 Geographic Information: The following geographic data include net sales attributed to the countries based on the location of the subsidiary making the sale and long-lived assets based on physical location. Long-lived assets represent the net book value of property, plant and equipment. Sales and long-lived assets of the Company's investment in Petrotec comprise substantially all of the amounts categorized as Foreign in the table below. 2015 2014 2013 Net sales: United States $ 1,242,305 $ 1,270,268 $ 1,498,138 Foreign 145,039 3,563 — $ 1,387,344 $ 1,273,831 $ 1,498,138 2015 2014 Long-lived assets: United States $ 553,987 $ 468,170 Foreign 20,597 25,026 $ 574,584 $ 493,196 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES The Company is involved in legal proceedings in the normal course of business. The Company currently believes that any ultimate liability arising out of such proceedings will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company has entered into contracts for supplies of hydrogen, nitrogen and utilities for the REG Geismar production facility and natural gas for REG Albert Lea. The following table outlines the minimum take or pay requirement related to the purchase of hydrogen, nitrogen, utilities and natural gas. 2016 $ 3,857 2017 3,857 2018 3,784 2019 3,748 2020 3,297 Thereafter 12,733 Total $ 31,276 As of December 31, 2015 , REG Geismar relies on one supplier to provide hydrogen necessary to execute the production process. Any disruptions to the hydrogen supply during production from this supplier will result in the shutdown of the REG Geismar plant operations. The Company is currently seeking additional hydrogen suppliers for the REG Geismar facility. |
Supplemental Quarterly Informat
Supplemental Quarterly Information (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Supplemental Quarterly Information (Unaudited) | SUPPLEMENTAL QUARTERLY INFORMATION (UNAUDITED) The following table represents the significant items for the results of operations on a quarterly basis for the years ended December 31, 2015 and 2014 : Three Months Three Months Three Months Three Months Revenues $ 230,918 $ 373,762 $ 394,856 $ 387,808 Gross profit (loss) (16,195 ) 15,907 4,405 106,426 Selling, general, and administrative expenses including research and development expense 20,535 19,749 21,995 27,969 Impairment of goodwill — — — 175,028 Loss from operations (36,730 ) (3,842 ) (17,590 ) (96,571 ) Other income (expense), net (2,471 ) 972 869 (5,048 ) Net loss attributable to the Company (38,107 ) (2,001 ) (15,675 ) (95,609 ) Net loss per share attributable to common stockholders - basic (0.86 ) (0.05 ) (0.36 ) (2.18 ) Net loss per share attributable to common stockholders - diluted (0.86 ) (0.05 ) (0.36 ) (2.18 ) Three Months Three Months Three Months Three Months Revenues $ 219,040 $ 332,918 $ 384,258 $ 337,615 Gross profit 11,564 15,151 22,715 111,182 Selling, general, and administrative expenses including research and development expense 13,527 15,627 16,707 29,244 Income (loss) from operations (1,963 ) (476 ) 6,008 81,938 Other income (expense), net (503 ) (436 ) (1,684 ) 3,226 Net income (loss) attributable to the Company (2,359 ) 11,007 4,572 69,391 Net income (loss) per share attributable to common stockholders - basic (0.05 ) 0.27 0.11 1.61 Net income (loss) per share attributable to common stockholders - diluted (0.06 ) 0.27 0.11 1.61 The results of operations for the three months ended December 31, 2015 reflect a goodwill impairment of $175,028 (before tax) and net benefit from the reinstatement of the BTC of $95,008 . Refer to Note 2 for more details. The results of operations for the three months ended December 31, 2014 reflected the net benefit from the reinstatement of the BTC of $78,781 . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On February 1, 2016, the Company signed an asset purchase agreement with Sanimax Energy, LLC ("Sanimax") to acquire Sanimax’s 20 million gallon nameplate capacity biodiesel refinery located in DeForest, Wisconsin. Under the asset purchase agreement, REG will pay Sanimax approximately $11,000 in cash and will issue 500,000 shares of REG common stock in exchange for the biorefinery and related assets. REG will also pay Sanimax up to an additional $5,000 in cash over a period of up to seven years after closing based on the volume of biodiesel produced at the plant, which will be re-named REG Madison, LLC. Sanimax operates a grease processing facility at the same location, although that facility is not part of the acquisition. The transaction is subject to customary closing conditions. On March 5, 2016, the Company's board of directors approved a repurchase program of up to $50,000 of the Company's shares of common stock and/or convertible notes, in effect through March 5, 2018. Under the program, REG may repurchase shares or bonds from time to time in open market transactions, privately negotiated transactions or by other means. The timing and amount of repurchase transactions will be determined by the Company's management based on its evaluation of market conditions, share price, bond price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice. |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and entities which it controls. All intercompany balances and transactions have been eliminated for consolidated reporting purposes. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consists of money market funds and demand deposits with financial institutions. The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. |
Restricted Cash | Restricted Cash The Company segregates certain cash balances in accordance with lending arrangements and classified restricted cash between current and non-current assets based on the length of time of the restricted use. |
Marketable Securities | Marketable Securities The Company’s marketable securities are classified as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income (loss). Realized gains or losses and declines in value judged to be other-than-temporary, if any, on available-for-sale securities are reported in other income, net. The Company evaluates the investments periodically for possible other-than-temporary impairment, specifically contemplating whether a sale of the securities is likely to occur before recovery of the entire amortized cost basis. The Company uses the specific identification method when securities are sold or reclassified out of accumulated other comprehensive income into earnings. The Company considers marketable securities maturing in less than one year as short-term. The Company has no outstanding marketable securities as of December 31, 2015 . |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at invoiced amount less allowance for doubtful accounts. Management estimates the allowance for doubtful accounts based on existing economic conditions, the financial conditions of customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for doubtful accounts only after reasonable collection attempts have been exhausted. |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined based on the first-in, first-out method. |
Renewable Identification Numbers (RINs) | Renewable Identification Numbers (RINs) When the Company produces and sells a gallon of biomass-based diesel, 1.5 to 1.7 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 biomass-based diesel. As a result, a portion of the selling price for a gallon of biomass-based diesel 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 biomass-based diesel production. Therefore, no cost is allocated to the RIN when it is generated, regardless of whether the RIN is transferred with the biomass-based diesel produced or held by the Company pending attachment to other biomass-based diesel production sales. In addition, the Company also obtains RINs from third parties who have separated the RINs from gallons of biomass-based diesel. 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 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). The Company records assets acquired and liabilities assumed through the exchange of non-monetary assets based on the fair value of the assets and liabilities acquired or the fair value of the consideration exchanged, whichever is more readily determinable. |
Derivative Instruments | Derivative Instruments Derivatives are recorded on the balance sheet at fair value with changes in fair value recognized in current period earnings. The Company did not elect to use hedge accounting for all periods presented. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is recorded at cost less accumulated depreciation. Maintenance and repairs are expensed as incurred. Depreciation expense is computed on a straight-line method based upon estimated useful lives of the assets. Estimated useful lives are as follows: Automobiles and trucks 5 years Computers and office equipment 5 years Office furniture and fixtures 7 years Machinery and equipment 5-30 years Leasehold improvements the lesser of the lease term or 30 years Buildings and improvements 30-40 years In April 2015, the Company experienced a fire at its Geismar facility, resulting in the shutdown of the facility. The Company estimated fixed assets of approximately $11,027 were impaired as a result of the fire. At December 31, 2015, the Company had received property proceeds of $11,027 from insurance for the property damage. In addition, the Company received approximately $4,293 related to the business interruption portion of the claim reimbursing a portion of lost margin during the repairs of the damages caused by the fire. The proceeds for business interruption were recorded as an increase in biomass-based diesel sales in the Company's Consolidated Statements of Operations. In September 2015, another fire occurred at the Geismar facility. The Company estimated fixed assets of approximately $1,414 were impaired by the September fire. The Company believes it is probable that it will recover all the net book value of the assets damaged by the fire under its insurance policies. As such, a receivable was recorded as an offset to the estimated impairment loss. No impact on earnings was recognized. As of December 31, 2015 , 2014 and 2013 , the Company capitalized interest incurred on debt during the construction of assets of $897 , $1,345 and $335 , respectively. |
Goodwill | Goodwill Goodwill is tested for impairment annually on July 31 or when impairment indicators exist. Goodwill is allocated and tested for impairment by reporting units. The Company has determined that the reporting units subject to the 2015 goodwill impairment analysis were Biomass-based Diesel; Services; and Renewable Chemicals. The analysis is based on a comparison of the carrying value of the reporting unit to its fair value, determined utilizing both a discounted cash flow methodology and a market comparable methodology. The determination of whether or not the asset has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the fair value of the Company’s reporting units, which represented a Level 3 asset measured at fair value on a nonrecurring basis subsequent to its original recognition. 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. |
Contingent Consideration for Acquisitions | Contingent Consideration for Acquisitions Contingent consideration in a business combination is established at the time of the acquisition (See "Note 5 - Acquisitions"). The contingent consideration is adjusted to fair value at each reporting period. The change in fair value is included in change in fair value of contingent consideration on the Consolidated Statements of Operations. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company tests its long-lived assets for recoverability when events or circumstances indicate that its carrying amount may not be recoverable. Significant assumptions used in the undiscounted cash flow analysis, when it is required, include the projected demand for biomass-based diesel based on annual renewable fuel volume obligations under the Renewable Fuel Standards (RFS2), the Company's capacity to meet that demand, the market price of biomass-based diesel and the cost of feedstock used in the manufacturing process. For facilities under construction, estimates also include the capital expenditures necessary to complete construction of the plant and the projected costs of financing. |
Investments | Investments The Company has made investments in several biofuels businesses. These investments are recorded at cost and assessed for impairment at each reporting period. |
Unfavorable Lease Obligation | Unfavorable Lease Obligation The Company assumed ground and fixture leases as part of certain acquisitions which required the Company to pay above market rentals through the remainder of the lease terms. The unfavorable lease obligation is amortized over the contractual periods the Company is required to make rental payments under the leases. |
Convertible Debt and Capped Call Transactions | Convertible Debt In June 2014, the Company issued $143,750 in convertible senior notes. Applicable authoritative accounting guidance requires that the conversion feature be assigned a fair value and that that feature reduce the initial recorded value of the liability component of the convertible senior notes. This conversion feature is recorded in equity on a net of tax basis. The discount on the liability component is being amortized through interest expense until the maturity date of June 15, 2019. See "Note 12 - Debt" for further descriptions of the transaction. Capped Call Transaction In connection with the issuance of the convertible senior notes, the Company entered into capped call transactions. The purchased capped call transactions were recorded as a reduction to common stock-additional paid-in-capital. |
Share Repurchase Programs | Share Repurchase Programs In February 2015, the Company's board of directors approved a share repurchase program of up to $30,000 of the Company's shares of Common Stock. The program is in effect through October 31, 2016. Shares may be repurchased from time to time in open market transactions, privately negotiated transactions or by other means. The Company accounts for share repurchases using the cost method. Under this method, the cost of the share repurchase is recorded entirely in treasury stock, a contra equity account. |
Foreign Currency Transactions and Translations | Foreign Currency Transactions and Translation The Company’s reporting and functional currency is U.S. dollars. Monetary assets and liabilities denominated in currencies other than U.S. dollars are remeasured into their respective functional currencies at exchange rates in effect at the balance sheet date. The resulting exchange gain or loss is included in the Company’s Consolidated Statements of Operations as foreign exchange gain (loss) unless the remeasurement gain or loss relates to an intercompany transaction that is of a long-term investment nature and for which settlement is not planned or anticipated in the foreseeable future. Gains or losses arising from translation of such transactions are reported as a component of accumulated other comprehensive income (loss) in the Company’s Consolidated Balance Sheets. The Company translates the assets and liabilities of its foreign subsidiaries from their respective functional currencies to U.S. dollars at the appropriate spot rates as of the balance sheet date. Generally, our foreign subsidiaries use the local currency as their functional currency. Changes in the carrying value of these assets and liabilities attributable to fluctuations in spot rates are recognized in foreign currency translation adjustment, a component of accumulated other comprehensive income (loss) in the Company’s Consolidated Balance Sheets. The other comprehensive loss amounts presented in the Company's Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Redeemable Preferred Stock and Equity mainly include the foreign currency translation adjustment resulting from translating the financial statements of Petrotec AG from Euros to US Dollars, the Company's functional currency. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues from the following sources: • the sale of biomass-based diesel and its co-products, as well as Renewable Identification Numbers (RINs) and raw material feedstocks, purchased or produced by the Company at owned manufacturing facilities and manufacturing facilities with which the Company has tolling arrangements; • the resale of biomass-based diesel, RINs and raw material feedstocks acquired from third parties; • the sale of petroleum-based heating oil and diesel fuel acquired from third parties, along with the sale of these items further blended with biodiesel produced at wholly owned facilities; • incentives received from federal and state programs for renewable fuels; and • fees received for the marketing and sales of biomass-based diesel produced by third parties and from managing operations of third party facilities. Biomass-based diesel, 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 biomass-based diesel 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. The Company received funds from the United States Department of Agriculture (USDA) in the amount of $624 , $600 and $2,813 for the years ended December 31, 2015 , 2014 and 2013 , respectively. The Company records amounts when it has received notification of a payment from the USDA or is in receipt of the funds and records the awards under the Program in "Biodiesel government incentives" as they are closely associated with the Company's biomass-based diesel production activities. |
Freight | Freight Amounts billed to customers for freight are included in biomass-based diesel sales. Costs incurred for freight are included in costs of goods sold. |
Advertising Costs | Advertising Costs Advertising costs are charged to expense as they are incurred. |
Research and Development | Research and Development Research and development (R&D) costs are charged to expense as incurred. In process research and development (IPR&D) assets acquired in connection with acquisitions are recorded on the Consolidated Balance Sheets as intangible assets. Acquired IPR&D is initially assigned an indefinite life and is subject to impairment testing until the completion or abandonment of the associated R&D efforts. If abandoned, the carrying value of the IPR&D asset is expensed. Once the associated R&D efforts are completed, the carrying value of the IPR&D is reclassified as a finite-lived asset and is amortized over its useful life. |
Employee Benefits Plan | Employee Benefits Plan The Company sponsors an employee savings plan under Section 401(k) of the Internal Revenue Code. The Company makes matching contributions equal to 50% of the participant’s pre-tax contribution up to a maximum of 6% of the participant’s eligible earnings. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is measured at the grant-date fair value of the award and recognized as compensation expense over the vesting period. |
Income Taxes | Income Taxes The Company uses the asset and liability method to account for income taxes. Accordingly, deferred income taxes are recognized for differences between the financial statement and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which differences are expected to reverse. Changes in tax rates are recognized directly to the income statement as they arise. Consideration is given to positive and negative evidence related to the realization of the deferred tax assets and valuation allowances are established to reduce deferred tax assets to the amounts expected to be realized. Significant judgment is required in making this assessment. For uncertain tax positions, the Company recognizes tax benefits that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized. With regard to non-US subsidiaries, the Company will indefinitely reinvest any future earnings outside of the U.S. and currently does not have any undistributed earnings. |
Concentrations | Concentrations One customer represented slightly less than 10% of the total consolidated revenues of the Company for the year ended December 31, 2015. This customer accounted for more than 10% of the total consolidated revenues of the Company for the two years ended December 31, 2014 and 2013 . All customer amounts disclosed in the table are related to biomass-based diesel sales: 2015 2014 2013 Customer A $ 114,030 $ 231,780 $ 243,258 The Company maintains cash balances at financial institutions, which may at times exceed the $250 coverage by the U.S. Federal Deposit Insurance Company. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and reported amounts of revenues and expenses during the reporting periods. These estimates are based on information that is currently available to management and on various assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
New Accounting Pronouncements | New Accounting Pronouncements In April 2015, the FASB issued ASU 2015-03 S implifying the Presentation of Debt Issuance Costs . The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance in the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within fiscal years beginning after December 15, 2016. The Company has evaluated the impact of this guidance on its consolidated financial statements and elected to early adopt the guidance in the year ended December 31, 2015. Early adoption of the guidance did not have any material impact on the Company's consolidated financial statements for the year ended December 31, 2015. Certain amounts on the consolidated financial statements have been reclassified to conform to the current year's presentation as a result of early adopting the guidance. In July 2015, the FASB issued ASU 2015-11, S implifying the Measurement of Inventory , which requires entities to measure most inventory “at the lower of cost and net realizable value,” thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market. The guidance is effective prospectively for annual periods beginning after December 15, 2016, and interim periods therein. The Company has evaluated the impact of this guidance on its consolidated financial statements and elected to early adopt the guidance in the year ended December 31, 2015 given the level and nature of its inventory turnover. Early adoption of the guidance did not have any material impact on the Company's consolidated financial statements for the year ended December 31, 2015. In July 2015, the FASB decided to defer by one year the effective dates of the new revenue recognition standard as provided by the ASU 2014-09, Revenue from Contracts with Customers: Summary and Amendments that Create Revenue from Contracts with Customers and Other Assets and Deferred Costs—Contracts with Customers . Early adoption is permitted for all entities, but not before the original public entity effective date. For public companies, the update will now be effective for interim and annual periods beginning after December 15, 2017. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting Measurement-Period Adjustments that eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, a measurement-period adjustment will be recognized in the period in which it determines the amount of the adjustment. The guidance is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes, Balance Sheet Classification of Deferred Taxes , requiring entities to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent accounts. All valuation allowances are required to be classified as noncurrent. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company has evaluated the impact of this guidance on its consolidated financial statements and elected to early adopt the guidance for the year ended December 31, 2015. In January 2016, the FASB issued ASU 2016-01, Financial instruments - Overall - Recognition and Measurement of Financial Assets and Financial Liabilities , which requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investment qualify for the new practicability exception. The guidance is effective for calendar-year public entities beginning in 2018. The Company is still evaluating the impact of this guidance, but does not expect it to have any material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , that requires lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to today’s accounting. The guidance also eliminates today’s real estate-specific provisions for all entities. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. The guidance is effective for calendar-year public entities beginning in 2019. The Company is still evaluating the impact of this guidance on its consolidated financial statements. |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Activity regarding the allowance for doubtful accounts | Activity regarding the allowance for doubtful accounts was as follows: Balance, January 1, 2013 $ 1,972 Amount charged to selling, general and administrative expenses 309 Charge-offs, net of recoveries (157 ) Balance, December 31, 2013 2,124 Amount charged to selling, general and administrative expenses 1,453 Charge-offs, net of recoveries (1,304 ) Balance, December 31, 2014 2,273 Amount charged to selling, general and administrative expenses (803 ) Charge-offs, net of recoveries (119 ) Balance, December 31, 2015 $ 1,351 |
Estimated useful lives | Depreciation expense is computed on a straight-line method based upon estimated useful lives of the assets. Estimated useful lives are as follows: Automobiles and trucks 5 years Computers and office equipment 5 years Office furniture and fixtures 7 years Machinery and equipment 5-30 years Leasehold improvements the lesser of the lease term or 30 years Buildings and improvements 30-40 years |
Goodwill for Company's business segments | The following table summarizes goodwill for the Company’s reportable segments: Biomass-based Diesel Services Renewable Chemicals Total Beginning balance - January 1, 2014 $ 68,784 $ 16,080 $ — $ 84,864 Acquisitions 68,564 — 34,847 103,411 Ending balance - December 31, 2014 137,348 16,080 34,847 188,275 Finalization of purchase accounting 2,833 — — 2,833 Impairment charge $ (140,181 ) $ — $ (34,847 ) (175,028 ) Ending balance - December 31, 2015 $ — $ 16,080 $ — $ 16,080 |
Concentration risk by customer | One customer represented slightly less than 10% of the total consolidated revenues of the Company for the year ended December 31, 2015. This customer accounted for more than 10% of the total consolidated revenues of the Company for the two years ended December 31, 2014 and 2013 . All customer amounts disclosed in the table are related to biomass-based diesel sales: 2015 2014 2013 Customer A $ 114,030 $ 231,780 $ 243,258 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Imperium Renewables, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. August 19, 2015 Assets (liabilities) acquired of Imperium: Cash $ 168 Accounts receivable 8,274 Inventory 18,989 Other current assets 87 Property, plant and equipment 46,476 Intangible assets 2,900 Total identifiable assets acquired 76,894 Accounts payable (4,828 ) Accrued expenses and other liabilities (942 ) Debt (5,225 ) Deferred tax liabilities (3,483 ) Total liabilities assumed (14,478 ) Net identifiable assets acquired 62,416 Less: Bargain purchase gain 5,358 Net assets acquired $ 57,058 The following table summarizes the consideration paid for Imperium: August 19, 2015 Consideration at fair value for Imperium: Cash $ 36,748 Common stock 15,310 Contingent consideration 5,000 Total $ 57,058 |
Acquisition, Pro Forma | The following pro forma condensed combined results of operations assume that the Imperium acquisition was completed as of January 1, 2013 and as if the stock had been issued on the same date. Year ended December 31, 2015 Year ended December 31, 2014 Year ended December 31, 2013 Revenues $ 1,505,513 $ 1,453,331 $ 1,556,798 Net income (loss) attributable to the Company's common stockholders (155,870 ) 94,129 172,314 Basic net income (loss) per share attributable to common stockholders $(3.46) $2.22 $4.96 |
LS9, Inc | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions | This acquisition's finalized purchase price allocation did not result in material adjustments. The following table summarizes the consideration paid and the amounts of assets acquired and liabilities assumed at the acquisition date: January 22, 2014 Consideration at fair value: Cash $ 15,275 Common stock 26,254 Contingent consideration 17,050 Total $ 58,579 |
Syntroleum Corporation | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions | The following table summarizes the consideration paid for Syntroleum. June 3, 2014 Consideration at fair value for Syntroleum: Common stock $ 34,831 |
Dynamic Fuels, LLC | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions | The following table summarizes the consideration paid to Tyson Foods for Dynamic Fuels: June 6, 2014 Consideration at fair value for Dynamic Fuels: Cash $ 16,447 Contingent consideration 28,900 Total $ 45,347 |
Syntroleum Corporation and Dynamic Fuels, LLC | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions | The following table summarizes the amount of assets acquired and liabilities assumed at the acquisition date for the combined acquisition of Syntroleum and Dynamic Fuels: June 6, 2014 Assets (liabilities) acquired of Syntroleum and Dynamic Fuels: Cash $ 253 Other current assets 4,666 Property, plant and equipment 121,567 Goodwill 71,398 Intangible assets 8,900 Other noncurrent assets 10,281 Other current liabilities (1,024 ) Deferred tax liabilities (8,310 ) Debt (113,553 ) Other noncurrent liabilities (14,000 ) Total $ 80,178 |
Petrotec AG | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions | The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date as the purchase price allocation was finalized: December 24, 2014 Assets (liabilities) acquired of Petrotec: Cash $ 13,523 Accounts receivable 4,989 Inventory 9,470 Other current assets 3,583 Property, plant and equipment 25,026 Other noncurrent assets 369 Total identifiable assets acquired 56,960 Accounts payable (8,171 ) Accrued expenses and other liabilities (2,151 ) Debt (16,192 ) Non-current liabilities (1,462 ) Total liabilities assumed (27,976 ) Net identifiable assets acquired 28,984 Non-controlling interest (8,962 ) Net assets acquired $ 20,022 The following table summarizes the consideration paid for Petrotec: December 24, 2014 Consideration at fair value for Petrotec: Common stock $ 20,022 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | The Company's investments in marketable securities are stated at fair value and are available-for-sale. The Company has no outstanding marketable securities as of December 31, 2015 . The following table summarizes the Company's marketable securities at December 31, 2014: As of December 31, 2014 Maturity Gross Amortized Cost Total Unrealized Gains Total Unrealized Losses Fair Value Corporate bonds Within one year $ 6,781 $ — $ (6 ) $ 6,775 Certificates of deposit Within one year 10,000 — (5 ) 9,995 Total $ 16,781 $ — $ (11 ) $ 16,770 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following at December 31: 2015 2014 Raw materials $ 28,989 $ 23,117 Work in process 3,014 2,879 Finished goods 53,887 71,512 Total $ 85,890 $ 97,508 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Company's owned property, plant and equipment consists of the following at December 31: 2015 2014 Land $ 4,221 $ 3,437 Building and improvements 103,199 96,298 Leasehold improvements 8,149 10,023 Machinery and equipment 397,632 355,332 513,201 465,090 Accumulated depreciation (75,119 ) (53,889 ) 438,082 411,201 Construction in process 136,502 81,995 Total $ 574,584 $ 493,196 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Intangible assets | Amortizing intangible assets consist of the following at December 31: December 31, 2015 Cost Accumulated Amortization Net Weighted Average Remaining Life Raw material supply agreement $ 6,230 $ (1,551 ) $ 4,679 10.0 years Renewable hydrocarbon diesel technology 8,300 (876 ) 7,424 13.5 years Acquired customer relationships 2,900 (106 ) 2,794 9.6 years Ground lease 200 (112 ) 88 5.9 years Total amortizing intangibles 17,630 (2,645 ) 14,985 In-process research and development, indefinite lives 15,956 — 15,956 Total intangible assets $ 33,586 $ (2,645 ) $ 30,941 December 31, 2014 Cost Accumulated Amortization Net Weighted Average Remaining Life Raw material supply agreement $ 5,914 $ (1,113 ) $ 4,801 11.0 years Renewable hydrocarbon diesel technology 8,300 (323 ) 7,977 14.5 years Ground lease 200 (97 ) 103 6.9 years Total amortizing intangibles 14,414 (1,533 ) 12,881 In-process research and development, indefinite lives 15,956 — 15,956 Total intangible assets $ 30,370 $ (1,533 ) $ 28,837 |
Estimated amortization expense | Estimated amortization expense for fiscal years ended December 31 is as follows: 2016 $ 1,329 2017 1,343 2018 1,357 2019 1,372 2020 1,388 Thereafter 8,196 Total $ 14,985 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of prepaid expense and other current assets | Prepaid expenses and other current assets consist of the following at December 31: 2015 2014 Commodity derivatives and related collateral, net $ 10,097 $ 12,938 Prepaid expenses 8,504 7,901 Deposits 3,824 4,481 RIN inventory 5,656 10,795 Taxes receivable 1,814 2,843 Other 1,987 4,177 Total $ 31,882 $ 43,135 |
Summary of other noncurrent assets | Other noncurrent assets consist of the following at December 31: 2015 2014 Spare parts inventory $ 2,922 $ 3,440 Deposits 2,370 4,370 Other 6,527 6,624 Total $ 11,819 $ 14,434 |
Accrued Expenses and Other Li42
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities [Abstract] | |
Summary of accrued expenses and other liabilities | Accrued expenses and other liabilities consist of the following at December 31: 2015 2014 Accrued property taxes $ 1,056 $ 1,412 Accrued employee compensation 8,776 10,639 Accrued interest 578 683 Deferred grant revenue — 745 Contingent consideration, current portion 14,762 9,228 Unfavorable lease obligation, current portion 1,828 1,828 Other 1,466 3,951 Total $ 28,466 $ 28,486 |
Summary of other noncurrent liabilities | Other noncurrent liabilities consist of the following at December 31: 2015 2014 Straight-line lease liability $ 2,751 $ 3,111 Asset retirement obligations 1,062 990 Other 1,097 1,465 Total $ 4,910 $ 5,566 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Company's borrowings | The Company’s term debt at December 31 is as follows: 2015 2014 2.75% Convertible debt, $143,750 face amount, due in June 2019 $ 126,053 $ 121,354 REG Geismar GOZone bonds, secured, variable interest rate, due in October 2033 100,000 100,000 REG Danville term loan, secured, variable interest rate of LIBOR plus 5%, due in November 2015 — 1,513 REG Newton term loan, secured, variable interest rate of LIBOR plus 4%, due in December 2018 16,800 19,868 REG Mason City term loan, fixed interest rate of 5%, due in July 2019 3,675 4,566 REG Ames term loans, secured, fixed interest rates of 3.5% and 4.25%, due in January 2018 and December 2019, respectively 3,901 4,226 REG Grays Harbor term loan, variable interest of minimum 3.5% or Prime Rate plus 0.25%, due in May 2022 5,225 — Other 908 1,402 Total debt before debt issuance costs 256,562 252,929 Less: Current portion of long-term debt 5,206 5,746 Less: Debt issuance costs (net of accumulated amortization of $ 2,296 and $1,474, respectively) 4,105 5,152 Total long-term debt $ 247,251 $ 242,031 |
Summary of company's revolving borrowings | The Company’s revolving debt at December 31 are as follows: 2015 2014 Total revolving loans (current) $ 23,149 $ 16,679 Maximum remaining available to be borrowed under revolving line of credit $ 23,067 $ 20,719 |
Summary of maturities of the term borrowings | Maturities of the term debt, including the convertible debt, are as follows for the years ending December 31: 2016 $ 5,206 2017 5,248 2018 15,718 2019 128,091 2020 929 Thereafter 101,370 Total 256,562 Less: current portion 5,206 $ 251,356 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income tax benefit (expense) | Income tax benefit (expense) for the years ended December 31 is as follows: 2015 2014 2013 Current income tax benefit (expense) Federal $ — $ — $ 2,432 State — — 2,492 Foreign (225 ) — — (225 ) — 4,924 Deferred income tax benefit (expense) Federal 24,151 (14,112 ) 15,297 State 9,736 1,420 3,736 Foreign 1,035 9 — Net operating loss carryforwards created 88,110 61,640 48,024 123,032 48,957 67,057 Income tax benefit (expense) before valuation allowances 122,807 48,957 71,981 Deferred tax valuation allowances (114,106 ) (52,529 ) (76,916 ) Income tax benefit (expense) $ 8,701 $ (3,572 ) $ (4,935 ) |
Effective income tax rate continuing operations tax rate reconciliation | 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: 2015 2014 2013 U.S. Federal income tax expense at a statutory rate of 35 percent $ 56,144 $ (30,139 ) $ (66,955 ) State taxes, net of federal income tax benefit 12,777 5,119 6,905 Tax position on government incentives 85,423 76,662 131,829 Goodwill impairment (35,062 ) — — Bargain purchase gain 1,875 — — Other 1,650 (2,685 ) 202 Total (expense) benefits for income taxes before valuation allowances 122,807 48,957 71,981 Valuation allowances (114,106 ) (52,529 ) (76,916 ) Total benefit (expense) for income taxes $ 8,701 $ (3,572 ) $ (4,935 ) |
Tax effects of temporary differences that give rise to the Company's deferred tax assets and liabilities | The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities at December 31 are as follows: 2015 2014 Current Noncurrent Current Noncurrent Deferred Tax Assets: Goodwill $ — $ 39,172 $ — $ 13,716 Net operating loss carryforwards — 243,865 — 154,020 Tax credit carryforwards — 1,597 — 1,597 Start-up costs — 988 — 1,111 Stock-based compensation — 4,703 — 3,469 Terminal leases — 3,859 — 4,229 Capitalized research and development — 8,096 — 3,711 Accrued compensation — 2,546 3,422 — Inventory capitalization — 2,046 1,600 — Allowance for doubtful accounts — 567 931 — Other — 1,569 56 1,474 Deferred tax assets — 309,008 6,009 183,327 Deferred Tax Liabilities: Prepaid expenses — (1,338 ) (1,239 ) — Property, plant and equipment — (65,398 ) — (53,133 ) Intangibles — (3,909 ) — (3,018 ) Deferred revenue — — (4,443 ) — Convertible debt — (3,626 ) (4,599 ) — Unrealized gain (loss) on available for sale investments — (1,752 ) (5,767 ) — Other — (2,007 ) (527 ) (1,867 ) Deferred tax liabilities — (78,030 ) (16,575 ) (58,018 ) Net deferred tax assets (liabilities) — 230,978 (10,566 ) 125,309 Valuation allowance — (250,164 ) (4,333 ) (132,214 ) Net deferred taxes $ — $ (19,186 ) $ (14,899 ) $ (6,905 ) |
Valuation allowance for deferred tax assets | Activity regarding the valuation allowance for deferred tax assets was as follows: 2015 2014 2013 Beginning of year balance $ 136,547 $ 76,916 $ — Changes in valuation allowance charged to income 114,106 52,529 76,916 Foreign currency translation (773 ) — — Acquisition 284 7,102 — End of year balance $ 250,164 $ 136,547 $ 76,916 |
Reconciliation of total amounts of unrecognized tax benefits | A reconciliation of the total amounts of unrecognized tax benefits at December 31 is as follows: 2015 2014 2013 Beginning and end of year balance $ 1,900 $ 1,900 $ 1,900 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary about the Company's Common Stock restricted stock units granted, vested, exercised and forfeited | The following table summarizes information about the Company’s Common Stock RSU’s granted, vested, exercised and forfeited: Number of Awards Weighted Average Issue Price Awards outstanding - January 1, 2013 505,616 $17.14 Issued 204,183 $11.96 Vested and restriction lapsed (192,190 ) $15.72 Forfeited (16,681 ) $9.98 Awards outstanding - December 31, 2013 500,928 $15.81 Issued 257,030 $10.97 Vested and restriction lapsed (124,906 ) $10.42 Forfeited (16,658 ) $10.95 Awards outstanding - December 31, 2014 616,394 $15.00 Issued 339,280 $9.34 Vested and restriction lapsed (295,089 ) $9.36 Forfeited (22,687 ) $10.56 Awards outstanding - December 31, 2015 637,898 $12.87 |
Summary about the stock appreciate rights granted, forfeited, vested and exercisable | The following table summarizes information about SAR’s granted, forfeited, vested and exercisable: Number of SAR’s Weighted Average Exercise Price Weighted Average Contractual Term SAR's outstanding - January 1, 2013 1,053,845 $9.47 Granted 335,057 $12.85 Exercised (5,106 ) $8.92 Forfeited (10,727 ) $10.85 SAR's outstanding - December 31, 2013 1,373,069 $10.28 8.6 years Granted 449,225 $11.73 Exercised (435 ) $7.37 Forfeited (12,557 ) $11.57 SAR's outstanding - December 31, 2014 1,809,302 $10.63 8.1 years Granted 655,855 $9.47 Exercised (14,470 ) $9.21 Forfeited (54,561 ) $10.30 SAR's outstanding - December 31, 2015 2,396,126 $10.33 7.6 years SAR's exercisable - December 31, 2015 758,952 $13.69 7.6 years SAR's expected to vest - December 31, 2015 1,479,586 $10.40 7.6 years |
Assumptions for Black-Scholes options pricing model/Estimated fair value of SAR grant using Black-Scholes options pricing model | The fair value of each SAR grant is estimated using the Black-Scholes option-pricing model as set forth in the table below: 2015 2014 2013 The weighted average fair value of stock appreciation rights issued (per unit) $3.33 - $3.90 $4.18 - $4.93 $2.54 - $6.51 Dividend yield —% —% —% Weighted average risk-free interest rate 1.4% - 1.6% 1.5% - 1.8% 0.7% - 1.8% Weighted average expected volatility 40% 40% 40% Expected life in years 6.25 6.25 6.25 |
Common Stock options granted, exercised, forfeited, vested and exercisable | The following table summarizes information about Common Stock options granted, exercised, forfeited, vested and exercisable: Number of Options Weighted Average Exercise Price Weighted Average Contractual Term Options outstanding - January 1, 2013 87,026 $23.75 3.6 years Granted — $— Exercised — $— Forfeited — $— Options outstanding - December 31, 2013 87,026 $23.75 2.6 years Granted — $— Exercised — $— Forfeited — $— Options outstanding - December 31, 2014 87,026 $23.75 1.6 years Granted — $— Exercised — $— Forfeited — $— Options outstanding - December 31, 2015 87,026 $23.75 0.6 years Options exercisable - December 31, 2015 87,026 $23.75 0.6 years |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Transactions | The Company will report related party transactions before and after the IPO based on the related party characteristics mentioned above. Summary of Related Party Transactions - Consolidated Statements of Operations 2015 2014 2013 Cost of goods sold - Biomass-based diesel (a) $ 4,542 $ 42,622 $ 49,358 Selling, general and administrative expenses (a) $ — $ 45 $ 37 Interest expense (a) $ — $ 7 $ 30 (a) Represents transactions with West Central prior to the Company's determination that West Central was no longer a related party. Summary of Related Party Balances - Consolidated Balance Sheets 2015 2014 Accounts receivable (a) $ — $ 36 Accounts payable (a) $ — $ 1,101 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases, Operating [Abstract] | |
Future minimum lease payments under operating leases | For each of the next five calendar years and thereafter, future minimum lease payments under operating leases that have initial or remaining noncancelable lease terms in excess of one year are as follows: Total Payments 2016 $ 18,339 2017 14,164 2018 13,515 2019 12,219 2020 10,749 Thereafter 50,449 Total minimum payments $ 119,435 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Financial Instruments by Balance Sheet Location | The following tables provide details regarding the Company’s derivative financial instruments: December 31, 2015 December 31, 2014 Assets Liabilities Assets Liabilities Gross amounts of commodity derivative contracts recognized at fair value $ 4,644 $ 185 $ 14,901 $ 205 Cash collateral 5,638 — 2,870 4,628 Total gross amount recognized 10,282 185 17,771 4,833 Gross amounts offset (185 ) (185 ) (4,833 ) (4,833 ) Net amount reported in the Consolidated Balance Sheets $ 10,097 $ — $ 12,938 $ — |
Summary of Derivative Financial Instruments by Location of Gain (Loss) | The following table sets forth the pre-tax gains (losses) included in the Consolidated Statements of Operations: Location of Gain (Loss) 2015 2014 2013 Commodity derivatives Cost of goods sold – Biomass-based diesel $ 35,983 $ 61,631 $ (5,656 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Assets (liabilities) measured at fair value | A summary of assets (liabilities) measured at fair value is as follows: As of December 31, 2015 Total Level 1 Level 2 Level 3 Commodity contract derivatives $ 4,459 $ 2,196 $ 2,263 $ — Contingent consideration for LS9 acquisition $ (7,590 ) — — (7,590 ) Contingent consideration for Dynamic Fuels acquisition $ (29,209 ) — — (29,209 ) Contingent consideration for Imperium acquisition $ (4,913 ) — — (4,913 ) $ (37,253 ) $ 2,196 $ 2,263 $ (41,712 ) As of December 31, 2014 Total Level 1 Level 2 Level 3 Money market funds $ 302 $ 302 $ — $ — Certificates of deposit $ 9,995 — 9,995 — Commercial notes/bonds $ 6,775 — 6,775 — Commodity contract derivatives $ 14,696 6,885 7,811 — Contingent consideration for LS9 acquisition $ (8,624 ) — — (8,624 ) Contingent consideration for Dynamic Fuels acquisition $ (30,695 ) — — (30,695 ) $ (7,551 ) $ 7,187 $ 24,581 $ (39,319 ) |
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 years ended as follows: Contingent Consideration for LS9 Acquisition Contingent Consideration for Dynamic Fuels Acquisition Contingent Consideration for Imperium Acquisition Balance at January 1, 2013 and December 31, 2013 $ — $ — $ — Issuance of contingent consideration for acquisitions 17,050 28,900 — Change in estimates included in earnings (8,426 ) 1,795 — Settlements — — — Balance at December 31, 2014 8,624 30,695 — Issuance of contingent consideration for acquisitions — — 5,000 Change in estimates included in earnings (1,034 ) 675 — Settlements — (2,161 ) (87 ) Ending balance - December 31, 2015 $ 7,590 $ 29,209 $ 4,913 |
Estimated fair values of the Company's financial instruments | The estimated fair values of the Company’s financial instruments, which are not recorded at fair value are as follows as of December 31: 2015 2014 Asset (Liability) Carrying Amount Estimated Fair Value Asset (Liability) Carrying Amount Estimated Fair Value Financial Liabilities: Debt and lines of credit $ (279,711 ) $ (275,123 ) $ (269,608 ) $ (270,331 ) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Dilutive weighted average securities were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders during the periods | The following potentially dilutive weighted average securities were excluded from the calculation of diluted net income per share attributable to common stockholders during the periods presented as the effect was anti-dilutive: Year Ended December 31, 2015 2014 2013 Options to purchase common stock 87,026 87,026 87,026 Stock appreciation rights 2,072,130 1,400,824 1,030,926 Warrants to purchase common stock — 17,916 — Convertible notes 10,838,218 6,295,075 — Total 12,997,374 7,800,841 1,117,952 |
Calculation of diluted net income per share | The following table presents the calculation of diluted net income per share for the years ended December 31, 2015 , 2014 and 2013 (in thousands, except share and per share data): 2015 2014 2013 Net income (loss) attributable to the Company's common stockholders - Basic $ (151,392 ) $ 81,620 $ 165,254 Plus: distributed dividends to Preferred Stockholders — 40 2,055 Plus (less): effect of participating securities — (418 ) (2,051 ) Net income (loss) attributable to the Company's common stockholders - Diluted $ (151,392 ) $ 81,242 $ 165,258 Shares: Weighted-average shares outstanding - Basic 43,958,803 40,740,411 33,045,164 Adjustment to reflect stock appreciation right conversions — 9,502 7,065 Adjustment to reflect warrants to purchase common stock — — 650 Weighted-average shares outstanding - Diluted 43,958,803 40,749,913 33,052,879 Net income (loss) per share attributable to common stockholders - Diluted $ (3.44 ) $ 1.99 $ 5.00 |
Reportable Segments and Geogr51
Reportable Segments and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment for the results of operations | The following table represents the significant items by reportable segment for the results of operations for the years ended December 31, 2015 , 2014 and 2013 : 2015 2014 2013 Net sales: Biomass-based Diesel (includes Petrotec's net sales of $145,039, $3,563 and $0, respectively) $ 1,326,452 $ 1,264,850 $ 1,500,580 Services 102,731 85,149 56,121 Corporate and other 68,984 11,940 — Intersegment revenues (110,823 ) (88,108 ) (58,563 ) $ 1,387,344 $ 1,273,831 $ 1,498,138 Income (loss) before income taxes Biomass-based diesel (includes Petrotec's losses of $(1,643), $(337) and $0, respectively) $ (100,152 ) $ 104,136 $ 201,114 Services 6,323 6,980 3,851 Renewable Chemicals (52,728 ) (12,252 ) — Corporate and other (13,854 ) (12,754 ) (13,664 ) $ (160,411 ) $ 86,110 $ 191,301 Depreciation and amortization expense, net: Biomass-based diesel (includes Petrotec's amounts of $3,259, $0, $0, respectively) $ 22,799 $ 13,497 $ 8,611 Services 302 204 120 Renewable Chemicals 1,413 1,293 — Corporate and other 1,362 802 511 $ 25,876 $ 15,796 $ 9,242 Cash paid for purchases of property, plant and equipment: Biomass-based diesel (includes Petrotec's amounts of $1,816, $0, $0, respectively) $ 59,859 $ 52,846 $ 36,770 Services 1,510 643 504 Renewable Chemicals 672 532 — Corporate and other 2,436 6,142 1,779 $ 64,477 $ 60,163 $ 39,053 2015 2014 Goodwill: Biomass-based diesel $ — $ 137,348 Services 16,080 16,080 Renewable Chemicals — 34,847 $ 16,080 $ 188,275 Assets: Biomass-based diesel (including Petrotec's assets of $45,471 and $56,960) $ 1,048,923 $ 1,150,851 Services 60,308 46,560 Renewable Chemicals 23,872 59,134 Corporate and other 308,782 235,823 Intersegment eliminations $ (218,265 ) $ (124,632 ) $ 1,223,620 $ 1,367,736 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following geographic data include net sales attributed to the countries based on the location of the subsidiary making the sale and long-lived assets based on physical location. Long-lived assets represent the net book value of property, plant and equipment. Sales and long-lived assets of the Company's investment in Petrotec comprise substantially all of the amounts categorized as Foreign in the table below. 2015 2014 2013 Net sales: United States $ 1,242,305 $ 1,270,268 $ 1,498,138 Foreign 145,039 3,563 — $ 1,387,344 $ 1,273,831 $ 1,498,138 2015 2014 Long-lived assets: United States $ 553,987 $ 468,170 Foreign 20,597 25,026 $ 574,584 $ 493,196 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule | The following table outlines the minimum take or pay requirement related to the purchase of hydrogen, nitrogen, utilities and natural gas. 2016 $ 3,857 2017 3,857 2018 3,784 2019 3,748 2020 3,297 Thereafter 12,733 Total $ 31,276 |
Supplemental Quarterly Inform53
Supplemental Quarterly Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Significant items for the results of operations on a quarterly basis | The following table represents the significant items for the results of operations on a quarterly basis for the years ended December 31, 2015 and 2014 : Three Months Three Months Three Months Three Months Revenues $ 230,918 $ 373,762 $ 394,856 $ 387,808 Gross profit (loss) (16,195 ) 15,907 4,405 106,426 Selling, general, and administrative expenses including research and development expense 20,535 19,749 21,995 27,969 Impairment of goodwill — — — 175,028 Loss from operations (36,730 ) (3,842 ) (17,590 ) (96,571 ) Other income (expense), net (2,471 ) 972 869 (5,048 ) Net loss attributable to the Company (38,107 ) (2,001 ) (15,675 ) (95,609 ) Net loss per share attributable to common stockholders - basic (0.86 ) (0.05 ) (0.36 ) (2.18 ) Net loss per share attributable to common stockholders - diluted (0.86 ) (0.05 ) (0.36 ) (2.18 ) Three Months Three Months Three Months Three Months Revenues $ 219,040 $ 332,918 $ 384,258 $ 337,615 Gross profit 11,564 15,151 22,715 111,182 Selling, general, and administrative expenses including research and development expense 13,527 15,627 16,707 29,244 Income (loss) from operations (1,963 ) (476 ) 6,008 81,938 Other income (expense), net (503 ) (436 ) (1,684 ) 3,226 Net income (loss) attributable to the Company (2,359 ) 11,007 4,572 69,391 Net income (loss) per share attributable to common stockholders - basic (0.05 ) 0.27 0.11 1.61 Net income (loss) per share attributable to common stockholders - diluted (0.06 ) 0.27 0.11 1.61 |
Organization, Presentation, a54
Organization, Presentation, and Nature of the Business - (Details) gal in Millions | 12 Months Ended |
Dec. 31, 2015facilitybiorefinerygal | |
Class of Stock [Line Items] | |
Number of operating biodiesel production facilities | 10 |
Production capacity per year | gal | 432 |
Number of fermentation facilities | 1 |
Number of multi-feedstock capable plants | 7 |
Number of non-operating biodiesel production facilities | 1 |
Petrotec AG | |
Class of Stock [Line Items] | |
Number of biorefineries | biorefinery | 2 |
Construction in Progress | |
Class of Stock [Line Items] | |
Number of operating biodiesel production facilities | 3 |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2015USD ($) | Apr. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Oct. 31, 2015$ / shares | Sep. 30, 2015USD ($) | Jul. 31, 2015$ / shares | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($)renewable_identification_numbercustomer | Dec. 31, 2014USD ($)customer | Dec. 31, 2013USD ($)customer | Nov. 04, 2015$ / shares | Feb. 28, 2015USD ($) | Jun. 30, 2014USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Cash, FDIC Insured Amount | $ 250 | $ 250 | $ 250 | |||||||||||||
Current restricted cash | 0 | $ 12,845,000 | 0 | 0 | $ 12,845,000 | |||||||||||
Non-current restricted cash | 105,815,000 | 104,815,000 | 105,815,000 | 105,815,000 | 104,815,000 | |||||||||||
Estimated impaired fixed assets | $ 1,414,000 | $ 11,027,000 | 12,441,000 | |||||||||||||
Insurance recoveries | 11,027,000 | |||||||||||||||
Proceeds from business interruption insurance | 4,293,000 | |||||||||||||||
Capitalization of interest incurred on debt during construction | 897,000 | 1,345,000 | 897,000 | 897,000 | 1,345,000 | $ 335,000 | ||||||||||
Stock price (in dollars per share) | $ / shares | $ 7.06 | |||||||||||||||
Average closing stock price (in dollars per share) | $ / shares | $ 8.57 | $ 10.84 | ||||||||||||||
Impairment of goodwill | 175,028,000 | $ 0 | $ 0 | $ 0 | 175,028,000 | 0 | 0 | |||||||||
Asset impairment charges | 0 | 0 | 0 | |||||||||||||
Amortization Of Long Term Capital Lease Obligations | 1,828,000 | |||||||||||||||
Convertible senior notes | $ 143,750,000 | |||||||||||||||
Stock repurchase program, amount authorized to be repurchased | $ 30,000,000 | |||||||||||||||
Stock repurchase program, amount repurchased | 23,313,000 | |||||||||||||||
Revenues | 624,000 | 600,000 | 2,813,000 | |||||||||||||
Biomass-based diesel government incentives | 245,868,000 | 220,634,000 | 290,393,000 | |||||||||||||
Advertising Costs | $ 1,288,000 | 755,000 | 648,000 | |||||||||||||
Matching contributions | 50.00% | |||||||||||||||
Participants eligible earnings | 6.00% | |||||||||||||||
Total expense related to the Company's defined contribution plan | $ 1,071,000 | 855,000 | $ 533,000 | |||||||||||||
Biomass-based Diesel | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Minimum percentage increase in fair value of each of the reporting units over its carrying value through annual impairment test | 5.00% | |||||||||||||||
Impairment of goodwill | $ 140,181,000 | |||||||||||||||
Biomass-based diesel government incentives | 95,008,000 | 78,781 | $ 95,008,000 | 78,781 | ||||||||||||
Services | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Minimum percentage increase in fair value of each of the reporting units over its carrying value through annual impairment test | 21.00% | |||||||||||||||
Impairment of goodwill | $ 0 | |||||||||||||||
Renewable Chemicals | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Minimum percentage increase in fair value of each of the reporting units over its carrying value through annual impairment test | 12.00% | |||||||||||||||
Impairment of goodwill | $ 34,847,000 | |||||||||||||||
Minimum | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
RINs per gallon | renewable_identification_number | 1.5 | |||||||||||||||
Allowed RINs per gallon | renewable_identification_number | 0 | |||||||||||||||
Stock price (in dollars per share) | $ / shares | 7.25 | |||||||||||||||
Maximum | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
RINs per gallon | renewable_identification_number | 1.7 | |||||||||||||||
Allowed RINs per gallon | renewable_identification_number | 2.5 | |||||||||||||||
Stock price (in dollars per share) | $ / shares | $ 11.18 | |||||||||||||||
Dynamic Fuels, LLC | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Non-current restricted cash | 101,315,000 | 101,315,000 | $ 101,315,000 | |||||||||||||
REG Energy Services | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Non-current restricted cash | $ 4,500,000 | $ 3,500,000 | $ 4,500,000 | 4,500,000 | $ 3,500,000 | |||||||||||
Other Operating Income (Expense) | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Asset impairment charges | $ 1,915,000 | |||||||||||||||
Customer A | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Number of customers | customer | 1 | 1,000 | 1,000 |
Summary of Significant Accoun56
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Activity regarding the allowance for doubtful accounts | |||
Balance | $ 2,273 | $ 2,124 | $ 1,972 |
Amount charged to selling, general and administrative expenses | (803) | 1,453 | 309 |
Charge-offs, net of recoveries | (119) | (1,304) | (157) |
Balance | $ 1,351 | $ 2,273 | $ 2,124 |
Summary of Significant Accoun57
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Automobiles and trucks | |
Estimated useful lives | |
Estimated useful lives | 5 years |
Computers and office equipment | |
Estimated useful lives | |
Estimated useful lives | 5 years |
Office furniture and fixtures | |
Estimated useful lives | |
Estimated useful lives | 7 years |
Machinery and equipment | Minimum | |
Estimated useful lives | |
Estimated useful lives | 5 years |
Machinery and equipment | Maximum | |
Estimated useful lives | |
Estimated useful lives | 30 years |
Leasehold improvements | |
Estimated useful lives | |
Estimated useful lives | 30 years |
Buildings and improvements | Minimum | |
Estimated useful lives | |
Estimated useful lives | 30 years |
Buildings and improvements | Maximum | |
Estimated useful lives | |
Estimated useful lives | 40 years |
Summary of Significant Accoun58
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill for Company's business segments | |||||||
Beginning Balance - | $ 188,275 | $ 188,275 | $ 84,864 | ||||
Acquisitions | 103,411 | ||||||
Finalization of purchase accounting | 2,833 | ||||||
Goodwill, Impairment Loss | $ (175,028) | $ 0 | $ 0 | 0 | (175,028) | 0 | $ 0 |
Ending Balance - | 16,080 | 16,080 | 188,275 | 84,864 | |||
Biomass-based Diesel | |||||||
Goodwill for Company's business segments | |||||||
Beginning Balance - | 137,348 | 137,348 | 68,784 | ||||
Acquisitions | 68,564 | ||||||
Finalization of purchase accounting | 2,833 | ||||||
Goodwill, Impairment Loss | (140,181) | ||||||
Ending Balance - | 0 | 0 | 137,348 | 68,784 | |||
Services | |||||||
Goodwill for Company's business segments | |||||||
Beginning Balance - | 16,080 | 16,080 | 16,080 | ||||
Acquisitions | 0 | ||||||
Finalization of purchase accounting | 0 | ||||||
Goodwill, Impairment Loss | 0 | ||||||
Ending Balance - | 16,080 | 16,080 | 16,080 | 16,080 | |||
Renewable Chemicals | |||||||
Goodwill for Company's business segments | |||||||
Beginning Balance - | $ 34,847 | 34,847 | 0 | ||||
Acquisitions | 34,847 | ||||||
Finalization of purchase accounting | 0 | ||||||
Goodwill, Impairment Loss | (34,847) | ||||||
Ending Balance - | $ 0 | $ 0 | $ 34,847 | $ 0 |
Summary of Significant Accoun59
Summary of Significant Accounting Policies - Concentrations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Concentration Risk [Line Items] | |||||||||||
Revenues | $ 387,808 | $ 394,856 | $ 373,762 | $ 230,918 | $ 337,615 | $ 384,258 | $ 332,918 | $ 219,040 | $ 1,387,344 | $ 1,273,831 | $ 1,498,138 |
Customer A | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenues | $ 114,030 | $ 231,780 | $ 243,258 |
Stockholders' Equity of the C60
Stockholders' Equity of the Company - (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Exercise price per share (in dollars per share) | $ 11.16 | ||
Direct stock issuance costs | $ 0 | $ 1,587 | $ 114 |
Capital Stock | |||
Common stock, shares authorized (in shares) | 450,000,000 | ||
Common Stock | Initial public offering | |||
Common stock, shares authorized (in shares) | 300,000,000 | ||
Class A Common Stock | |||
Common stock, shares authorized (in shares) | 140,000,000 | ||
Preferred Stock | |||
Preferred stock (in shares) | 10,000,000 | ||
Series B Preferred Stock | |||
Preferred stock (in shares) | 3,000,000 | ||
Blackhawk warrant holders | |||
Warrants issued (in shares) | 0 | 0 | |
Warrants outstanding (in shares) | 0 |
Redeemable Preferred Stock - (D
Redeemable Preferred Stock - (Details) - $ / shares | 3 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2015 | Nov. 04, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||||
Share price (in dollars per share) | $ 7.06 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Share price (in dollars per share) | $ 15 | |||
Minimum trading days | 20 days | |||
Consecutive trading days | 30 days | |||
Average daily trading volume (in shares) | 200,000 | |||
Percentage of outstanding shares of preferred stock series | 50.00% | |||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 1,047,465 | |||
Series B Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of Stock, Shares Converted (in shares) | 518,365 | |||
Shares outstanding (in shares) | 0 | 0 |
Acquisitions - (Details)
Acquisitions - (Details) - USD ($) $ in Thousands | Aug. 19, 2015 | Jun. 06, 2014 | Jan. 22, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 24, 2014 | Jun. 03, 2014 |
Business Acquisition [Line Items] | ||||||||
Cash | $ 41,409 | $ 19,369 | $ 10,933 | |||||
Summary of allocations of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of acquisition | ||||||||
Goodwill | 16,080 | 188,275 | 84,864 | |||||
Debt | (5,225) | (129,745) | ||||||
Bargain purchase gain | 5,358 | 0 | $ 0 | |||||
Contingent consideration | 26,949 | 30,091 | ||||||
Imperium Renewables, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 36,748 | |||||||
Common stock | 15,310 | |||||||
Contingent consideration | 5,000 | |||||||
Total | 57,058 | |||||||
Summary of allocations of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of acquisition | ||||||||
Cash | 168 | |||||||
Accounts receivable | 8,274 | |||||||
Inventory | 18,989 | |||||||
Other current assets | 87 | |||||||
Property, plant and equipment | 46,476 | |||||||
In-process research & development intangible assets | 2,900 | |||||||
Total identifiable assets acquired | 76,894 | |||||||
Accounts payable | (4,828) | |||||||
Other current liabilities | (942) | |||||||
Debt | (5,225) | |||||||
Deferred tax liabilities | (3,483) | |||||||
Total liabilities assumed | (14,478) | |||||||
Total | 62,416 | |||||||
Bargain purchase gain | 5,358 | |||||||
Net assets acquired | $ 57,058 | |||||||
Contingent consideration | 4,913 | |||||||
Petrotec AG | ||||||||
Summary of allocations of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of acquisition | ||||||||
Cash | $ 13,523 | |||||||
Accounts receivable | 4,989 | |||||||
Inventory | 9,470 | |||||||
Other current assets | 3,583 | |||||||
Property, plant and equipment | 25,026 | |||||||
In-process research & development intangible assets | 369 | |||||||
Total identifiable assets acquired | 56,960 | |||||||
Accounts payable | (8,171) | |||||||
Other current liabilities | (2,151) | |||||||
Debt | (16,192) | |||||||
Other noncurrent liabilities | (1,462) | |||||||
Total liabilities assumed | (27,976) | |||||||
Total | 28,984 | |||||||
Non-controlling interest | (8,962) | |||||||
Net assets acquired | 20,022 | |||||||
Common stock | $ 20,022 | |||||||
Syntroleum Corporation | ||||||||
Summary of allocations of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of acquisition | ||||||||
Common stock | $ 34,831 | |||||||
Contingent consideration | 29,209 | |||||||
Dynamic Fuels, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 16,447 | |||||||
Total | 45,347 | |||||||
Summary of allocations of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of acquisition | ||||||||
Contingent consideration | 28,900 | |||||||
Syntroleum Corporation and Dynamic Fuels, LLC | ||||||||
Summary of allocations of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of acquisition | ||||||||
Cash | 253 | |||||||
Other current assets | 4,666 | |||||||
Goodwill | 71,398 | |||||||
Property, plant and equipment | 121,567 | |||||||
In-process research & development intangible assets | 8,900 | |||||||
Other noncurrent assets | 10,281 | |||||||
Other current liabilities | (1,024) | |||||||
Debt | (113,553) | |||||||
Other noncurrent liabilities | (14,000) | |||||||
Deferred tax liabilities | (8,310) | |||||||
Net assets acquired | $ 80,178 | |||||||
LS9, Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 15,275 | |||||||
Total | 58,579 | |||||||
Summary of allocations of the purchase price to the fair values of the assets acquired and liabilities assumed at the date of acquisition | ||||||||
Goodwill | 34,846 | |||||||
Property, plant and equipment | 8,215 | |||||||
In-process research & development intangible assets | 15,956 | |||||||
Other noncurrent liabilities | (438) | |||||||
Net assets acquired | 58,579 | |||||||
Common stock | 26,254 | |||||||
Contingent consideration | $ 17,050 | $ 7,590 | $ 8,624 |
Acquisitions - (Details Textual
Acquisitions - (Details Textual) $ in Thousands, gal in Millions | Dec. 31, 2015USD ($)gal | Aug. 19, 2015USD ($)sharesgal | Dec. 24, 2014USD ($)shares | Jul. 25, 2014USD ($) | Jun. 06, 2014USD ($) | Jun. 03, 2014USD ($)sharesgal | Jan. 22, 2014USD ($)shares | Jul. 30, 2013USD ($)gal | Dec. 31, 2015USD ($)gal | Dec. 31, 2015USD ($)gal | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jul. 24, 2014 |
Business Acquisition [Line Items] | |||||||||||||
Production capacity per year | gal | 432 | 432 | 432 | ||||||||||
Contingent consideration | $ 26,949 | $ 26,949 | $ 26,949 | $ 30,091 | |||||||||
Contingent consideration, current portion | 14,762 | 14,762 | 14,762 | 9,228 | |||||||||
Bargain purchase gain | 5,358 | 0 | $ 0 | ||||||||||
Goodwill | 16,080 | 16,080 | 16,080 | 188,275 | 84,864 | ||||||||
Cash | 41,409 | 19,369 | 10,933 | ||||||||||
Debt assumed in acquisition | 5,225 | 5,225 | 5,225 | 129,745 | |||||||||
Issuance of note payable for acquisition | $ 5,135 | ||||||||||||
Tyson Foods | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Contingent consideration | $ 35,000 | ||||||||||||
Imperium Renewables, Inc. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Production capacity per year | gal | 100 | ||||||||||||
Class A Common Stock (in shares) | shares | 1,675,000 | ||||||||||||
Contingent consideration | 4,913 | 4,913 | 4,913 | ||||||||||
Earnout payment period | 2 years | ||||||||||||
Contingent consideration, current portion | 3,534 | 3,534 | $ 3,534 | ||||||||||
Bargain purchase gain | $ 5,358 | ||||||||||||
Cash | 36,748 | ||||||||||||
Total purchase price | 57,058 | ||||||||||||
Cash | 168 | ||||||||||||
Other current assets | 87 | ||||||||||||
Property, plant and equipment | 46,476 | ||||||||||||
In-process research & development intangible assets | 2,900 | ||||||||||||
Other current liabilities | 942 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 3,483 | ||||||||||||
Debt assumed in acquisition | $ 5,225 | ||||||||||||
Risk adjusted discount rate | 10.00% | ||||||||||||
LS9, Inc | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Class A Common Stock (in shares) | shares | 2,230,559 | ||||||||||||
Contingent consideration | 7,590 | $ 17,050 | 7,590 | $ 7,590 | 8,624 | ||||||||
Contingent consideration, current portion | 3,958 | 3,958 | $ 3,958 | $ 0 | |||||||||
Goodwill | 34,846 | ||||||||||||
Fair value of consideration transferred | 26,254 | ||||||||||||
Cash | 15,275 | ||||||||||||
Total purchase price | 58,579 | ||||||||||||
Property, plant and equipment | 8,215 | ||||||||||||
In-process research & development intangible assets | 15,956 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 438 | ||||||||||||
Risk adjusted discount rate | 8.00% | ||||||||||||
Earnout Payments | $ 21,500 | ||||||||||||
Earnout payment period | 5 years | ||||||||||||
Syntroleum Corporation | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Class A Common Stock (in shares) | shares | 3,493,613 | ||||||||||||
Contingent consideration | 29,209 | 29,209 | $ 29,209 | ||||||||||
Contingent consideration, current portion | $ 7,270 | 7,270 | $ 7,270 | ||||||||||
Fair value of consideration transferred | $ 34,831 | ||||||||||||
Risk adjusted discount rate | 5.80% | ||||||||||||
Syntroleum Corporation | Dynamic Fuels, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Production capacity per year | gal | 75 | ||||||||||||
Interest acquired | 50.00% | 50.00% | |||||||||||
Dynamic Fuels, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Contingent consideration | $ 28,900 | ||||||||||||
Cash | 16,447 | ||||||||||||
Total purchase price | 45,347 | ||||||||||||
Increase in goodwill | 3,202 | ||||||||||||
Risk adjusted discount rate | 5.80% | ||||||||||||
Syntroleum Corporation and Dynamic Fuels, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Goodwill | 71,398 | ||||||||||||
Cash | 253 | ||||||||||||
Other current assets | 4,666 | ||||||||||||
Property, plant and equipment | 121,567 | ||||||||||||
In-process research & development intangible assets | 8,900 | ||||||||||||
Other noncurrent assets | 10,281 | ||||||||||||
Other current liabilities | 1,024 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 8,310 | ||||||||||||
Debt assumed in acquisition | 113,553 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 14,000 | ||||||||||||
Syntroleum Corporation and Dynamic Fuels, LLC | Tyson Foods | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Repayments of Debt | $ 13,553 | ||||||||||||
416 S. Bell, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash | $ 1,423 | ||||||||||||
Ownership percentage | 50.00% | 50.00% | |||||||||||
Petrotec AG | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Class A Common Stock (in shares) | shares | 2,070,538 | ||||||||||||
Interest acquired | 87.49% | 69.08% | |||||||||||
Noncontrolling interest percent | 30.92% | ||||||||||||
Fair value of noncontrolling interest | $ 8,962 | ||||||||||||
Acquisition related costs | $ 1,289 | ||||||||||||
Payments to Acquire Additional Interest in Subsidiaries | $ 4,828 | ||||||||||||
Fair value of consideration transferred | 20,022 | ||||||||||||
Cash | 13,523 | ||||||||||||
Other current assets | 3,583 | ||||||||||||
Property, plant and equipment | 25,026 | ||||||||||||
In-process research & development intangible assets | 369 | ||||||||||||
Other current liabilities | 2,151 | ||||||||||||
Debt assumed in acquisition | 16,192 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | $ 1,462 | ||||||||||||
Soy Energy, LLC | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Production capacity per year | gal | 30 | ||||||||||||
Cash | $ 10,933 | ||||||||||||
Property, plant and equipment | 16,085 | ||||||||||||
Other current liabilities | 17 | ||||||||||||
Issuance of note payable for acquisition | $ 5,135 |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - Imperium Renewables, Inc. - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | |||
Revenues | $ 1,505,513 | $ 1,453,331 | $ 1,556,798 |
Net income (loss) | $ (155,870) | $ 94,129 | $ 172,314 |
Basic net income (loss) per share (in dollars per share) | $ (3.46) | $ 2.22 | $ 4.96 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Gross Amortized Cost | $ 16,781 | |
Total Unrealized Gains | 0 | |
Total Unrealized Losses | (11) | |
Fair Value | $ 0 | 16,770 |
Corporate bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Gross Amortized Cost | 6,781 | |
Total Unrealized Gains | 0 | |
Total Unrealized Losses | (6) | |
Fair Value | 6,775 | |
Certificates of deposit | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Gross Amortized Cost | 10,000 | |
Total Unrealized Gains | 0 | |
Total Unrealized Losses | (5) | |
Fair Value | $ 9,995 |
Inventories - (Details)
Inventories - (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventories | ||
Raw materials | $ 28,989 | $ 23,117 |
Work in process | 3,014 | 2,879 |
Finished goods | 53,887 | 71,512 |
Total | $ 85,890 | $ 97,508 |
Property, Plant and Equipment -
Property, Plant and Equipment - (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, plant and equipment | ||
Property, Plant and Equipment | $ 513,201 | $ 465,090 |
Accumulated depreciation | (75,119) | (53,889) |
Property plant and equipment net excluding construction in progress | 438,082 | 411,201 |
Construction in process | 136,502 | 81,995 |
Total | 574,584 | 493,196 |
Land | ||
Property, plant and equipment | ||
Property, Plant and Equipment | 4,221 | 3,437 |
Buildings and improvements | ||
Property, plant and equipment | ||
Property, Plant and Equipment | 103,199 | 96,298 |
Leasehold improvements | ||
Property, plant and equipment | ||
Property, Plant and Equipment | 8,149 | 10,023 |
Machinery and equipment | ||
Property, plant and equipment | ||
Property, Plant and Equipment | 397,632 | $ 355,332 |
REG Geismar, LLC | ||
Property, plant and equipment | ||
Construction in process | 37,258 | |
REG Danville, LLC | ||
Property, plant and equipment | ||
Construction in process | $ 15,986 |
Intangible Assets - (Details)
Intangible Assets - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Components of Intangible assets | ||
Cost | $ 17,630 | $ 14,414 |
Accumulated amortization | (2,645) | (1,533) |
Net | 14,985 | 12,881 |
Cost | 33,586 | 30,370 |
Accumulated Amortization | (2,645) | (1,533) |
Net | 30,941 | 28,837 |
In-process research and development, indefinite lives | ||
Components of Intangible assets | ||
Cost | 15,956 | 15,956 |
Accumulated Amortization | 0 | 0 |
Net | 15,956 | 15,956 |
Raw material supply agreement | ||
Components of Intangible assets | ||
Cost | 6,230 | 5,914 |
Accumulated amortization | (1,551) | (1,113) |
Net | $ 4,679 | $ 4,801 |
Weighted Average Remaining Life | 10 years | 11 years |
Renewable hydrocarbon diesel technology | ||
Components of Intangible assets | ||
Cost | $ 8,300 | $ 8,300 |
Accumulated amortization | (876) | (323) |
Net | $ 7,424 | $ 7,977 |
Weighted Average Remaining Life | 13 years 6 months | 14 years 6 months |
Acquired customer relationships | ||
Components of Intangible assets | ||
Cost | $ 2,900 | |
Accumulated amortization | (106) | |
Net | $ 2,794 | |
Weighted Average Remaining Life | 9 years 7 months 15 days | |
Ground lease | ||
Components of Intangible assets | ||
Cost | $ 200 | $ 200 |
Accumulated amortization | (112) | (97) |
Net | $ 88 | $ 103 |
Weighted Average Remaining Life | 5 years 10 months 24 days | 6 years 10 months 24 days |
Intangible Assets - (Details Te
Intangible Assets - (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Amortization expense | $ 1,112 | $ 1,298 | $ 325 |
Raw material supply agreement | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Useful life | 15 years |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Estimated amortization expense | ||
2,016 | $ 1,329 | |
2,017 | 1,343 | |
2,018 | 1,357 | |
2,019 | 1,372 | |
2,020 | 1,388 | |
Thereafter | 8,196 | |
Net | $ 14,985 | $ 12,881 |
Other Assets - (Details)
Other Assets - (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of prepaid expense and other current assets | ||
Commodity derivatives and related collateral, net | $ 10,097 | $ 12,938 |
Prepaid Expense, Current | 8,504 | 7,901 |
Deposits | 3,824 | 4,481 |
RIN inventory | 5,656 | 10,795 |
Taxes receivable | 1,814 | 2,843 |
Other | 1,987 | 4,177 |
Total | $ 31,882 | $ 43,135 |
Other Assets - (Details Textual
Other Assets - (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
RIN | ||
Inventory [Line Items] | ||
Inventory reduced to lower of cost or market | $ 3,027 | $ 1,042 |
Other Assets - Other Noncurrent
Other Assets - Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of other noncurrent assets | ||
Spare parts inventory | $ 2,922 | $ 3,440 |
Deposits | 2,370 | 4,370 |
Other | 6,527 | 6,624 |
Total | $ 11,819 | $ 14,434 |
Accrued Expenses and Other Li74
Accrued Expenses and Other Liabilities - (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of accrued expenses and other liabilities | ||
Accrued property taxes | $ 1,056 | $ 1,412 |
Accrued employee compensation | 8,776 | 10,639 |
Accrued interest | 578 | 683 |
Deferred grant revenue | 0 | 745 |
Contingent consideration, current portion | 14,762 | 9,228 |
Unfavorable lease obligation, current portion | 1,828 | 1,828 |
Other | 1,466 | 3,951 |
Total | $ 28,466 | $ 28,486 |
Accrued Expenses and Other Li75
Accrued Expenses and Other Liabilities - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of other noncurrent liabilities | ||
Straight-line lease liability | $ 2,751 | $ 3,111 |
Asset retirement obligations | 1,062 | 990 |
Other | 1,097 | 1,465 |
Total | $ 4,910 | $ 5,566 |
Debt - (Details)
Debt - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | ||
Total debt before debt issuance costs | $ 256,562 | $ 252,929 |
Less: Current portion of long-term debt | 5,206 | 5,746 |
Less: Debt issuance costs (net of accumulated amortization of $ 2,296 and $1,474, respectively) | 4,105 | 5,152 |
Total long-term debt | 247,251 | 242,031 |
Accumulated amortization on debt issuance costs | 2,296 | 1,474 |
2.75% Convertible debt, $143,750 face amount, due in June 2019 | ||
Line of Credit Facility [Line Items] | ||
Total debt before debt issuance costs | 126,053 | 121,354 |
REG Geismar GOZone bonds, secured, variable interest rate, due in October 2033 | ||
Line of Credit Facility [Line Items] | ||
Total debt before debt issuance costs | 100,000 | 100,000 |
REG Danville term loan, secured, variable interest rate of LIBOR plus 5%, due in November 2015 | ||
Line of Credit Facility [Line Items] | ||
Total debt before debt issuance costs | 0 | 1,513 |
REG Newton term loan, secured, variable interest rate of LIBOR plus 4%, due in December 2018 | ||
Line of Credit Facility [Line Items] | ||
Total debt before debt issuance costs | 16,800 | 19,868 |
REG Mason City term loan, fixed interest rate of 5%, due in July 2019 | ||
Line of Credit Facility [Line Items] | ||
Total debt before debt issuance costs | $ 3,675 | $ 4,566 |
Interest rate | 5.00% | 5.00% |
REG Ames term loans, secured, fixed interest rates of 3.5% and 4.25%, due in January 2018 and December 2019, respectively | ||
Line of Credit Facility [Line Items] | ||
Total debt before debt issuance costs | $ 3,901 | $ 4,226 |
REG Grays Harbor term loan, variable interest of minimum 3.5% or Prime Rate plus 0.25%, due in May 2022 | ||
Line of Credit Facility [Line Items] | ||
Total debt before debt issuance costs | 5,225 | 0 |
Other | ||
Line of Credit Facility [Line Items] | ||
Total debt before debt issuance costs | $ 908 | $ 1,402 |
Debt - (Details Textual)
Debt - (Details Textual) | Jul. 08, 2014USD ($) | Jun. 30, 2014USD ($)$ / shares$ / Warrant | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Short-term Debt [Line Items] | |||||
Cash received on convertible debt | $ 0 | $ 143,750,000 | $ 0 | ||
Available borrowing capacity | 46,216,000 | ||||
Revolving line of credit | 23,149,000 | 16,679,000 | |||
Maximum remaining available to be borrowed under revolving line of credit | $ 23,067,000 | $ 20,719,000 | |||
REG Mason City term loan, fixed interest rate of 5%, due in July 2019 | |||||
Short-term Debt [Line Items] | |||||
Interest rate | 5.00% | 5.00% | |||
Wells Fargo Revolver | |||||
Short-term Debt [Line Items] | |||||
Additional increase in maximum borrowing capacity | $ 60,000,000 | ||||
Fixed Charge Coverage Ratio | 100.00% | ||||
Excess Availability | $ 6,000,000 | ||||
Line Of Credit Facility Limitation Amount | $ 25,000,000 | ||||
Wells Fargo Revolver | Maximum | |||||
Short-term Debt [Line Items] | |||||
LIBOR Rate Margin | 4.25% | ||||
Wells Fargo Revolver | Minimum | |||||
Short-term Debt [Line Items] | |||||
LIBOR Rate Margin | 2.50% | ||||
REG Ames term loans, secured, fixed interest rates of 3.5% and 4.25%, due in January 2018 and December 2019, respectively | Maximum | |||||
Short-term Debt [Line Items] | |||||
Interest rate | 4.25% | 4.25% | |||
REG Ames term loans, secured, fixed interest rates of 3.5% and 4.25%, due in January 2018 and December 2019, respectively | Minimum | |||||
Short-term Debt [Line Items] | |||||
Interest rate | 3.50% | 3.50% | |||
REG Grays Harbor | Minimum | |||||
Short-term Debt [Line Items] | |||||
Interest rate | 3.50% | 3.50% | |||
REG Danville, LLC | |||||
Short-term Debt [Line Items] | |||||
Interest to be accrued | LIBOR plus 5% per annum | LIBOR plus 5% per annum | |||
Reg Newton | |||||
Short-term Debt [Line Items] | |||||
Interest to be accrued | LIBOR plus 4% per annum | LIBOR plus 4% per annum | |||
REG Grays Harbor | |||||
Short-term Debt [Line Items] | |||||
Interest to be accrued | Minimum 3.% or Prime Rate plus 0.25% | Minimum 3.% or Prime Rate plus 0.25% | |||
Gulf Opportunity Zone Bonds | |||||
Short-term Debt [Line Items] | |||||
Value of notes issued | $ 100,000,000 | ||||
Letter of credit | 101,315,000 | ||||
Interest | 1,315,000 | ||||
Amount owed | $ 101,315,000 | ||||
2.75% Convertible debt, $143,750 face amount, due in June 2019 | |||||
Short-term Debt [Line Items] | |||||
Value of notes issued | $ 143,750,000 | $ 143,750,000 | $ 143,750,000 | ||
Conversion rate | 75.3963 | ||||
Initial conversion price (in dollars per share) | $ / shares | $ 13.26 | ||||
Effective interest rate | 3.80% | ||||
Cash received on convertible debt | $ 143,750,000 | ||||
Percentage of shares covered by capped call | 92.50% | ||||
Cap price | $ / Warrant | 16.02 | ||||
Value of purchased capped calls | $ 11,904,000 | ||||
Interest rate | 2.75% | 2.75% | |||
Debt Instrument, Redemption, Period One | 2.75% Convertible debt, $143,750 face amount, due in June 2019 | |||||
Short-term Debt [Line Items] | |||||
Threshold Percentage of Stock Price Trigger | 130.00% | ||||
Debt Instrument, Redemption, Period Two | 2.75% Convertible debt, $143,750 face amount, due in June 2019 | |||||
Short-term Debt [Line Items] | |||||
Threshold Percentage of Stock Price Trigger | 98.00% | ||||
Long-term Debt | 2.75% Convertible debt, $143,750 face amount, due in June 2019 | |||||
Short-term Debt [Line Items] | |||||
Cash received on convertible debt | $ 118,719,000 | ||||
Stockholders' Equity, Total | 2.75% Convertible debt, $143,750 face amount, due in June 2019 | |||||
Short-term Debt [Line Items] | |||||
Cash received on convertible debt | 25,031,000 | ||||
Deferred Financing and Equity Costs | 2.75% Convertible debt, $143,750 face amount, due in June 2019 | |||||
Short-term Debt [Line Items] | |||||
Cash received on convertible debt | $ 4,563,000 | ||||
LIBOR | REG Danville, LLC | |||||
Short-term Debt [Line Items] | |||||
Variable interest rate | 5.00% | 5.00% | |||
LIBOR | Reg Newton | |||||
Short-term Debt [Line Items] | |||||
Variable interest rate | 4.00% | 4.00% | |||
Prime Rate | REG Grays Harbor | |||||
Short-term Debt [Line Items] | |||||
Variable interest rate | 0.25% | 0.25% |
Debt - Revolving Borrowings (De
Debt - Revolving Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Summary of company's revolving borrowings | ||
Total revolving loans (current) | $ 23,149 | $ 16,679 |
Maximum remaining available to be borrowed under revolving line of credit | $ 23,067 | $ 20,719 |
Debt - Maturities of Borrowings
Debt - Maturities of Borrowings (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Summary of maturities of the term borrowings | |
2,016 | $ 5,206 |
2,017 | 5,248 |
2,018 | 15,718 |
2,019 | 128,091 |
2,020 | 929 |
Thereafter | 101,370 |
Total | 256,562 |
Less: current portion | 5,206 |
Noncurrent | $ 251,356 |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current income tax benefit (expense) | |||
Federal | $ 0 | $ 0 | $ 2,432 |
State | 0 | 0 | 2,492 |
Foreign | (225) | 0 | 0 |
Current income tax (expense) benefit | (225) | 0 | 4,924 |
Deferred income tax benefit (expense) | |||
Federal | 24,151 | (14,112) | 15,297 |
State | 9,736 | 1,420 | 3,736 |
Foreign | 1,035 | 9 | 0 |
Net operating loss carryforwards created | 88,110 | 61,640 | 48,024 |
Deferred income tax (expense) benefit | 123,032 | 48,957 | 67,057 |
Income tax benefit (expense) before valuation allowances | 122,807 | 48,957 | 71,981 |
Deferred tax valuation allowances | (114,106) | (52,529) | (76,916) |
Income tax benefit (expense) | $ 8,701 | $ (3,572) | $ (4,935) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate | 35.00% | 35.00% | 35.00% |
Effective income tax rate continuing operations tax rate reconciliation | |||
U.S. Federal income tax expense at a statutory rate of 35 percent | $ 56,144 | $ (30,139) | $ (66,955) |
State taxes, net of federal income tax benefit | 12,777 | 5,119 | 6,905 |
Tax position on government incentives | 85,423 | 76,662 | 131,829 |
Goodwill impairment | (35,062) | 0 | 0 |
Bargain purchase gain | 1,875 | 0 | 0 |
Other | 1,650 | (2,685) | 202 |
Total (expense) benefits for income taxes before valuation allowances | 122,807 | 48,957 | 71,981 |
Valuation allowances | (114,106) | (52,529) | (76,916) |
Income tax expense | $ (8,701) | $ 3,572 | $ 4,935 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets: | ||
Goodwill, Noncurrent | $ 39,172 | $ 13,716 |
Net operating loss carryforwards, Noncurrent | 243,865 | 154,020 |
Tax credit carryforwards, Noncurrent | 1,597 | 1,597 |
Start-up costs, Noncurrent | 988 | 1,111 |
Stock-based compensation, Noncurrent | 4,703 | 3,469 |
Terminal leases | 3,859 | 4,229 |
Capitalized research and development, Noncurrent | 8,096 | 3,711 |
Accrued compensation, Current | 2,546 | 3,422 |
Inventory capitalization, Current | 2,046 | 1,600 |
Allowance for doubtful accounts, Current | 567 | 931 |
Other, Current | 56 | |
Other, Noncurrent | 1,569 | 1,474 |
Deferred tax assets Current | 6,009 | |
Deferred tax assets Noncurrent | 309,008 | 183,327 |
Deferred Tax Liabilities: | ||
Prepaid expenses | (1,338) | (1,239) |
Property, plant and equipment, Noncurrent | (65,398) | (53,133) |
Intangibles, Noncurrent | (3,909) | (3,018) |
Deferred revenue | 0 | (4,443) |
Convertible debt | (3,626) | (4,599) |
Unrealized gain (loss) on available for sale investments, current | (1,752) | (5,767) |
Other, current | (527) | |
Other, Noncurrent | (2,007) | (1,867) |
Deferred tax liabilities, Current | (16,575) | |
Deferred tax liabilities, Noncurrent | (78,030) | (58,018) |
Net deferred tax (liabilities), Current | 10,566 | |
Net deferred tax assets, Noncurrent | 230,978 | 125,309 |
Valuation Allowance, Current | (4,333) | |
Valuation Allowance, Noncurrent | (250,164) | (132,214) |
Net deferred tax, Current | (14,899) | |
Net deferred tax, Noncurrent | $ (19,186) | $ (6,905) |
Income Taxes - (Details Textual
Income Taxes - (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Item Effected [Line Items] | |||||||
Impairment of goodwill | $ 175,028,000 | $ 0 | $ 0 | $ 0 | $ 175,028,000 | $ 0 | $ 0 |
Impairment of goodwill, not tax deductible | 100,177,000 | ||||||
Tax impact related to the non-deductible portion of the goodwill impairment change | 35,062,000 | ||||||
Net deferred tax, Current | (14,899,000) | ||||||
Net deferred tax, Noncurrent | (19,186,000) | (19,186,000) | (6,905,000) | ||||
Deferred tax asset reflecting federal and state net operating losses | 243,865,000 | 243,865,000 | 154,020,000 | ||||
Federal net operating losses | 617,698,000 | $ 617,698,000 | |||||
Expiration date for federal net operating losses | 2,028 | ||||||
Unrecognized tax benefits that would affect the effective tax rate | $ 0 | $ 0 | 0 | $ 1,428,000 | |||
Period for unrecognized tax benefits to increase or decrease | 12 months | ||||||
Interest and penalties related to unrecognized tax benefits | $ 0 | ||||||
Accounting Standards Update 2015-17 [Member] | |||||||
Item Effected [Line Items] | |||||||
Net deferred tax, Current | 0 | ||||||
Net deferred tax, Noncurrent | $ (21,804,000) |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance for Deferred Tax Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning of year balance | $ 136,547 | $ 76,916 | $ 0 |
Changes in valuation allowance charged to income | 114,106 | 52,529 | 76,916 |
Foreign currency translation | (773) | 0 | 0 |
Acquisition | 284 | 7,102 | 0 |
End of year balance | $ 250,164 | $ 136,547 | $ 76,916 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning of year balance | $ 1,900 | $ 1,900 | $ 1,900 |
Stock-Based Compensation - (Det
Stock-Based Compensation - (Details Textual) - USD ($) $ in Thousands | May. 15, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 26, 2011 |
Stock-Based Compensation (Textual) [Abstract] | |||||
Common Stock (in shares) | 5,960,000 | 4,160,000 | |||
Number of additional shares reserved for issuance (in shares) | 1,800,000 | ||||
Stock-based compensation cost relating to the stock options and restricted stock units | $ 5,161 | $ 5,883 | $ 5,416 | ||
Unrecognized compensation expense | $ 6,438 | ||||
Expected period of unrecognized compensation expense | 3 years 2 months 9 days | ||||
Restricted stock units | |||||
Stock-Based Compensation (Textual) [Abstract] | |||||
Conversion of common stock upon vesting (in shares) | 1 | ||||
Service period for RSU awards | 3 years | ||||
Amount of Awards, Exercised/Restricted stock units vested (in shares) | 295,089 | 124,906 | 192,190 | ||
Restricted stock units | Board of Directors | |||||
Stock-Based Compensation (Textual) [Abstract] | |||||
Service period for RSU awards | 1 year | ||||
Restricted stock units | Certain executive management | |||||
Stock-Based Compensation (Textual) [Abstract] | |||||
Service period for RSU awards | 4 years | ||||
Stock appreciation rights | |||||
Stock-Based Compensation (Textual) [Abstract] | |||||
Percentage of SAR's vesting annually | 25.00% | ||||
Grant expiration period | 10 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Awards | |||
Awards outstanding, beginning balance (in shares) | 616,394 | 500,928 | 505,616 |
Issued (in shares) | 339,280 | 257,030 | 204,183 |
Vested and restriction lapsed (in shares) | (295,089) | (124,906) | (192,190) |
Forfeited (in shares) | (22,687) | (16,658) | (16,681) |
Awards outstanding, ending balance (in shares) | 637,898 | 616,394 | 500,928 |
Weighted Average Issue Price (in dollars per share) | |||
Awards outstanding - (in dollars per share) | $ 15 | $ 15.81 | $ 17.14 |
Issued (in dollars per share) | 9.34 | 10.97 | 11.96 |
Vested and restriction lapsed (in dollars per share) | 9.36 | 10.42 | 15.72 |
Forfeited (in dollars per share) | 10.56 | 10.95 | 9.98 |
Awards outstanding - (in dollars per share) | $ 12.87 | $ 15 | $ 15.81 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Appreciation Rights (Details) - Stock Appreciation Rights - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of SAR’s | |||
Awards outstanding, beginning balance (in shares) | 1,809,302 | 1,373,069 | 1,053,845 |
Granted (in shares) | 655,855 | 449,225 | 335,057 |
Exercised (in shares) | (14,470) | (435) | (5,106) |
Forfeited (in shares) | (54,561) | (12,557) | (10,727) |
Awards outstanding, ending balance (in shares) | 2,396,126 | 1,809,302 | 1,373,069 |
Number of SAR's - SAR's exercisable | 758,952 | ||
Number of SAR's - SAR's expected to vest | 1,479,586 | ||
Weighted Average Exercise Price (in dollars per share) | |||
SAR's outstanding - (in dollars per share) | $ 10.63 | $ 10.28 | $ 9.47 |
Granted (in dollars per share) | 9.47 | 11.73 | 12.85 |
Exercised (in dollars per share) | 9.21 | 7.37 | 8.92 |
Forfeited (in dollars per share) | 10.30 | 11.57 | 10.85 |
SAR's outstanding - (in dollars per share) | 10.33 | $ 10.63 | $ 10.28 |
Weighted Average Exercise Price - SAR's exercisable (in dollars per share) | 13.69 | ||
Weighted Average Exercise Price - SAR's expected to vest (in dollars per share) | $ 10.40 | ||
Weighted Average Contractual Term - SAR's outstanding | 7 years 7 months 6 days | 8 years 1 month 6 days | 8 years 7 months 6 days |
Weighted Average Contractual Term - SAR's expected to vest | 7 years 7 months 6 days |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of SAR's Using Black-Scholes Option-Pricing Model (Details) - Black Scholes - Stock appreciation rights - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Estimated fair value of SAR grant using Black-Scholes options pricing model | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Weighted average risk-free interest rate, Minimum | 1.40% | 1.50% | 0.70% |
Weighted average risk-free interest rate, Maximum | 1.60% | 1.80% | 1.80% |
Weighted average expected volatility | 40.00% | 40.00% | 40.00% |
Expected life in years | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Minimum | |||
Estimated fair value of SAR grant using Black-Scholes options pricing model | |||
The weighted average fair value of stock appreciation rights issued (per unit) | $ 3.33 | $ 4.18 | $ 2.54 |
Maximum | |||
Estimated fair value of SAR grant using Black-Scholes options pricing model | |||
The weighted average fair value of stock appreciation rights issued (per unit) | $ 3.90 | $ 4.93 | $ 6.51 |
Stock-Based Compensation - St90
Stock-Based Compensation - Stock Options (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Number of Options | ||||
Options outstanding - (in shares) | 87,026 | 87,026 | 87,026 | |
Granted (in shares) | 0 | 0 | 0 | |
Exercised (in shares) | 0 | 0 | 0 | |
Forfeited (in shares) | 0 | 0 | 0 | |
Options outstanding - (in shares) | 87,026 | 87,026 | 87,026 | 87,026 |
Number of Options - Options exercisable (in shares) | 87,026 | |||
Weighted Average Exercise Price (in dollars per share) | ||||
Options outstanding - (in dollars per share) | $ 23.75 | $ 23.75 | $ 23.75 | |
Granted (in dollars per share) | 0 | 0 | 0 | |
Exercised (in dollars per share) | 0 | 0 | 0 | |
Forfeited (in dollars per share) | 0 | 0 | 0 | |
Options outstanding - (in dollars per share) | 23.75 | $ 23.75 | $ 23.75 | $ 23.75 |
Weighted Average Exercise Price - Options exercisable (in dollars per share) | $ 23.75 | |||
Weighted Average Contractual Term - Options outstanding | 7 months 6 days | 1 year 7 months 6 days | 2 years 7 months 6 days | 3 years 7 months 6 days |
Weighted Average Contractual Term - Options exercisable | 7 months 6 days |
Related Party Transactions - Su
Related Party Transactions - Summary of Related Party Transactions - Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Summary of Related Party Transactions | ||||
Cost of goods sold - Biodiesel | [1] | $ 4,542 | $ 42,622 | $ 49,358 |
Selling, general, and administrative expenses | [1] | 0 | 45 | 37 |
Interest expense | [1] | $ 0 | $ 7 | $ 30 |
[1] | Represents transactions with West Central prior to the Company's determination that West Central was no longer a related party. |
Related Party Transactions - 92
Related Party Transactions - Summary of Related Party Balances - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Related Party Balances | |||
Accounts receivable | $ 0 | $ 36 | |
Accounts payable | 0 | 1,101 | |
West Central | |||
Summary of Related Party Balances | |||
Accounts receivable | [1] | 0 | 36 |
Accounts payable | [1] | $ 0 | $ 1,101 |
[1] | Represents balances with West Central. |
Related Party Transactions - (D
Related Party Transactions - (Details Textual) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Lease Agreements | |
Related Party Transaction [Line Items] | |
Agreement initial term | 20 years |
Additional renewal period | 30 years |
West Central | |
Related Party Transaction [Line Items] | |
Annual land lease cost | $ 1 |
Operating Leases - (Details Tex
Operating Leases - (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Leases, Operating [Abstract] | |||
Total rent expense under operating leases | $ 19,814 | $ 17,498 | $ 12,549 |
Operating Leases - (Details)
Operating Leases - (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Future minimum lease payments under operating leases | |
2,016 | $ 18,339 |
2,017 | 14,164 |
2,018 | 13,515 |
2,019 | 12,219 |
2,020 | 10,749 |
Thereafter | 50,449 |
Total minimum payments | $ 119,435 |
Derivative Instruments - (Detai
Derivative Instruments - (Details Textual) lb in Millions, gal in Millions | 12 Months Ended |
Dec. 31, 2015USD ($)lbgal | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Heating oil covered under the open commodity derivative contracts (in gallons) | gal | 47.8 |
Soybean oil covered under the open commodity derivative contracts (in pounds) | lb | 40.1 |
Net position | $ 10,097,000 |
Commodity contract derivatives | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Collateral associated with commodity-based derivatives | $ 5,638,000 |
Derivative Instruments - (Det97
Derivative Instruments - (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets | ||
Gross amounts of commodity derivative contracts recognized at fair value | $ 4,644 | $ 14,901 |
Cash collateral | 5,638 | 2,870 |
Total gross amount recognized | 10,282 | 17,771 |
Gross amounts offset | (185) | (4,833) |
Net amount reported in the Consolidated Balance Sheets | 10,097 | 12,938 |
Liabilities | ||
Gross amounts of commodity derivative contracts recognized at fair value | 185 | 205 |
Cash collateral | 0 | 4,628 |
Total gross amount recognized | 185 | 4,833 |
Gross amounts offset | (185) | (4,833) |
Net amount reported in the Consolidated Balance Sheets | $ 0 | $ 0 |
Derivative Instruments - Gains
Derivative Instruments - Gains (Losses) included in the Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cost of goods sold – Biomass-based diesel | Commodity derivatives | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Pre-tax gains (losses) included in the condensed consolidated statement of operations | $ 35,983 | $ 61,631 | $ (5,656) |
Fair Value Measurement - (Detai
Fair Value Measurement - (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | $ (37,253) | $ (7,551) |
Level 1 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 2,196 | 7,187 |
Level 2 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 2,263 | 24,581 |
Level 3 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | (41,712) | (39,319) |
Money market funds | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 302 | |
Money market funds | Level 1 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 302 | |
Money market funds | Level 2 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | |
Money market funds | Level 3 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | |
Certificates of deposit | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 9,995 | |
Certificates of deposit | Level 1 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | |
Certificates of deposit | Level 2 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 9,995 | |
Certificates of deposit | Level 3 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | |
Commercial notes/bonds | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 6,775 | |
Commercial notes/bonds | Level 1 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | |
Commercial notes/bonds | Level 2 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 6,775 | |
Commercial notes/bonds | Level 3 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | |
Commodity contract derivatives | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 4,459 | 14,696 |
Commodity contract derivatives | Level 1 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 2,196 | 6,885 |
Commodity contract derivatives | Level 2 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 2,263 | 7,811 |
Commodity contract derivatives | Level 3 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | 0 |
Contingent Consideration for Acquisition | LS9, Inc | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | (7,590) | (8,624) |
Contingent Consideration for Acquisition | Dynamic Fuels, LLC | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | (29,209) | (30,695) |
Contingent Consideration for Acquisition | Imperium Renewables, Inc. | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | (4,913) | |
Contingent Consideration for Acquisition | Level 1 | LS9, Inc | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | 0 |
Contingent Consideration for Acquisition | Level 1 | Dynamic Fuels, LLC | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | 0 |
Contingent Consideration for Acquisition | Level 1 | Imperium Renewables, Inc. | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | |
Contingent Consideration for Acquisition | Level 2 | LS9, Inc | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | 0 |
Contingent Consideration for Acquisition | Level 2 | Dynamic Fuels, LLC | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | 0 |
Contingent Consideration for Acquisition | Level 2 | Imperium Renewables, Inc. | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | |
Contingent Consideration for Acquisition | Level 3 | LS9, Inc | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | (7,590) | (8,624) |
Contingent Consideration for Acquisition | Level 3 | Dynamic Fuels, LLC | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | (29,209) | $ (30,695) |
Contingent Consideration for Acquisition | Level 3 | Imperium Renewables, Inc. | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | $ (4,913) |
Fair Value Measurement - Recurr
Fair Value Measurement - Recurring Basis (Details) - Contingent Consideration for Acquisition - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
LS9, Inc | ||
Liabilities measured at fair value on a recurring basis | ||
Balance at | $ 8,624 | $ 0 |
Issuance of contingent consideration for acquisitions | 0 | 17,050 |
Change in estimates included in earnings | (1,034) | (8,426) |
Settlements | 0 | 0 |
Balance at | 7,590 | 8,624 |
Dynamic Fuels, LLC | ||
Liabilities measured at fair value on a recurring basis | ||
Balance at | 30,695 | 0 |
Issuance of contingent consideration for acquisitions | 0 | 28,900 |
Change in estimates included in earnings | 675 | 1,795 |
Settlements | (2,161) | 0 |
Balance at | 29,209 | 30,695 |
Imperium Renewables, Inc. | ||
Liabilities measured at fair value on a recurring basis | ||
Balance at | 0 | 0 |
Issuance of contingent consideration for acquisitions | 5,000 | 0 |
Change in estimates included in earnings | 0 | 0 |
Settlements | (87) | 0 |
Balance at | $ 4,913 | $ 0 |
Fair Value Measurement - (De101
Fair Value Measurement - (Details Textual) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
LS9, Inc | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Risk adjusted discount rate | 8.00% |
Dynamic Fuels, LLC | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Risk adjusted discount rate | 5.80% |
Imperium Renewables, Inc. | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Risk adjusted discount rate | 10.00% |
Fair Value Measurement - Estima
Fair Value Measurement - Estimated Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Asset (Liability) Carrying Amount | ||
Financial Liabilities: | ||
Debt and lines of credit | $ (279,711) | $ (269,608) |
Estimated Fair Value | ||
Financial Liabilities: | ||
Debt and lines of credit | $ (275,123) | $ (270,331) |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 12,997,374 | 7,800,841 | 1,117,952 |
Convertible notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 10,838,218 | 6,295,075 | 0 |
Stock appreciation rights | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 2,072,130 | 1,400,824 | 1,030,926 |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 87,026 | 87,026 | 87,026 |
Warrants to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 0 | 17,916 | 0 |
Net Income (Loss) Per Share - E
Net Income (Loss) Per Share - EPS Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||||||||||
Net income (loss) attributable to the Company's common stockholders - Basic | $ (151,392) | $ 81,620 | $ 165,254 | ||||||||
Plus: distributed dividends to Preferred Stockholders | 0 | 40 | 2,055 | ||||||||
Plus (less): effect of participating securities | 0 | (418) | (2,051) | ||||||||
Net income (loss) attributable to the Company's common stockholders - Diluted | $ (151,392) | $ 81,242 | $ 165,258 | ||||||||
Weighted-average shares outstanding - Basic (in shares) | 43,958,803 | 40,740,411 | 33,045,164 | ||||||||
Adjustment to reflect stock appreciation right conversions (in shares) | 0 | 9,502 | 7,065 | ||||||||
Adjustment to reflect warrants to purchase common stock (in shares) | 0 | 0 | 650 | ||||||||
Weighted-average shares outstanding - Diluted (in shares) | 43,958,803 | 40,749,913 | 33,052,879 | ||||||||
Net income (loss) per share attributable to common stockholders - Diluted (in dollars per share) | $ (2.18) | $ (0.36) | $ (0.05) | $ (0.86) | $ 1.61 | $ 0.11 | $ 0.27 | $ (0.06) | $ (3.44) | $ 1.99 | $ 5 |
Reportable Segments and Geog105
Reportable Segments and Geographic Information - (Details Textual) - segment | 3 Months Ended | |
Dec. 31, 2015 | Sep. 30, 2015 | |
Segment Reporting [Abstract] | ||
Number of Reportable Segments | 3 | 2 |
Reportable Segments and Geog106
Reportable Segments and Geographic Information - (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment for the results of operations | |||
Net sales: | $ 1,387,344 | $ 1,273,831 | $ 1,498,138 |
Income (loss) before income taxes | (160,411) | 86,110 | 191,301 |
Depreciation and amortization expense, net: | 25,876 | 15,796 | 9,242 |
Cash paid for purchases of property, plant and equipment: | 64,477 | 60,163 | 39,053 |
Goodwill: | 16,080 | 188,275 | 84,864 |
Assets: | 1,223,620 | 1,367,736 | |
Biomass-based Diesel | |||
Segment for the results of operations | |||
Goodwill: | 0 | 137,348 | 68,784 |
Services | |||
Segment for the results of operations | |||
Goodwill: | 16,080 | 16,080 | 16,080 |
Renewable Chemicals | |||
Segment for the results of operations | |||
Goodwill: | 0 | 34,847 | 0 |
Operating Segments | Biomass-based Diesel | |||
Segment for the results of operations | |||
Net sales: | 1,326,452 | 1,264,850 | 1,500,580 |
Income (loss) before income taxes | (100,152) | 104,136 | 201,114 |
Depreciation and amortization expense, net: | 22,799 | 13,497 | 8,611 |
Cash paid for purchases of property, plant and equipment: | 59,859 | 52,846 | 36,770 |
Goodwill: | 0 | 137,348 | |
Assets: | 1,048,923 | 1,150,851 | |
Operating Segments | Biomass-based Diesel | Petrotec | |||
Segment for the results of operations | |||
Net sales: | 145,039 | 3,563 | 0 |
Income (loss) before income taxes | (1,643) | (337) | 0 |
Depreciation and amortization expense, net: | 3,259 | 0 | 0 |
Cash paid for purchases of property, plant and equipment: | 1,816 | 0 | 0 |
Assets: | 45,471 | 56,960 | 0 |
Operating Segments | Services | |||
Segment for the results of operations | |||
Net sales: | 102,731 | 85,149 | 56,121 |
Income (loss) before income taxes | 6,323 | 6,980 | 3,851 |
Depreciation and amortization expense, net: | 302 | 204 | 120 |
Cash paid for purchases of property, plant and equipment: | 1,510 | 643 | 504 |
Goodwill: | 16,080 | 16,080 | |
Assets: | 60,308 | 46,560 | |
Operating Segments | Renewable Chemicals | |||
Segment for the results of operations | |||
Income (loss) before income taxes | (52,728) | (12,252) | 0 |
Depreciation and amortization expense, net: | 1,413 | 1,293 | 0 |
Cash paid for purchases of property, plant and equipment: | 672 | 532 | 0 |
Goodwill: | 0 | 34,847 | |
Assets: | 23,872 | 59,134 | |
Corporate and other | |||
Segment for the results of operations | |||
Income (loss) before income taxes | (13,854) | (12,754) | (13,664) |
Depreciation and amortization expense, net: | 1,362 | 802 | 511 |
Cash paid for purchases of property, plant and equipment: | 2,436 | 6,142 | 1,779 |
Assets: | 308,782 | 235,823 | |
Corporate and other | Services | |||
Segment for the results of operations | |||
Net sales: | 68,984 | 11,940 | 0 |
Intersegment revenues | |||
Segment for the results of operations | |||
Net sales: | (110,823) | (88,108) | $ (58,563) |
Intersegment eliminations | |||
Segment for the results of operations | |||
Assets: | $ (218,265) | $ (124,632) |
Reportable Segments and Geog107
Reportable Segments and Geographic Information - Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales: | $ 387,808 | $ 394,856 | $ 373,762 | $ 230,918 | $ 337,615 | $ 384,258 | $ 332,918 | $ 219,040 | $ 1,387,344 | $ 1,273,831 | $ 1,498,138 |
Long-lived assets: | 574,584 | 493,196 | 574,584 | 493,196 | |||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales: | 1,242,305 | 1,270,268 | 1,498,138 | ||||||||
Long-lived assets: | 553,987 | 468,170 | 553,987 | 468,170 | |||||||
Foreign | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales: | 145,039 | 3,563 | $ 0 | ||||||||
Long-lived assets: | $ 20,597 | $ 25,026 | $ 20,597 | $ 25,026 |
Commitments and Contingencie108
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 3,857 |
2,017 | 3,857 |
2,018 | 3,784 |
2,019 | 3,748 |
2,020 | 3,297 |
Thereafter | 12,733 |
Total | $ 31,276 |
Supplemental Quarterly Infor109
Supplemental Quarterly Information (Unaudited) - (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Significant items for the results of operations on a quarterly basis | |||||||||||
Revenues | $ 387,808,000 | $ 394,856,000 | $ 373,762,000 | $ 230,918,000 | $ 337,615,000 | $ 384,258,000 | $ 332,918,000 | $ 219,040,000 | $ 1,387,344,000 | $ 1,273,831,000 | $ 1,498,138,000 |
Gross profit (loss) | 106,426,000 | 4,405,000 | 15,907,000 | (16,195,000) | 111,182,000 | 22,715,000 | 15,151,000 | 11,564,000 | 110,543,000 | 160,612,000 | 239,433,000 |
Selling, general, and administrative expenses including research and development expense | 27,969,000 | 21,995,000 | 19,749,000 | 20,535,000 | 29,244,000 | 16,707,000 | 15,627,000 | 13,527,000 | |||
Impairment of goodwill | 175,028,000 | 0 | 0 | 0 | 175,028,000 | 0 | 0 | ||||
Loss from operations | (96,571,000) | (17,590,000) | (3,842,000) | (36,730,000) | 81,938,000 | 6,008,000 | (476,000) | (1,963,000) | (154,733,000) | 85,507,000 | 193,310,000 |
Other income (expense), net | (5,048,000) | 869,000 | 972,000 | (2,471,000) | 3,226,000 | (1,684,000) | (436,000) | (503,000) | (5,678,000) | 603,000 | (2,009,000) |
Net loss attributable to the Company | $ (95,609,000) | $ (15,675,000) | $ (2,001,000) | $ (38,107,000) | $ 69,391,000 | $ 4,572,000 | $ 11,007,000 | $ (2,359,000) | $ (318,000) | $ (73,000) | $ 0 |
Net income (loss) per share attributable to common stockholders - basic (in dollars per share) | $ (2.18) | $ (0.36) | $ (0.05) | $ (0.86) | $ 1.61 | $ 0.11 | $ 0.27 | $ (0.05) | $ (3.44) | $ 2 | $ 5 |
Net income (loss) per share attributable to common stockholders - Diluted (in dollars per share) | $ (2.18) | $ (0.36) | $ (0.05) | $ (0.86) | $ 1.61 | $ 0.11 | $ 0.27 | $ (0.06) | $ (3.44) | $ 1.99 | $ 5 |
Biomass-based diesel government incentives | $ 245,868,000 | $ 220,634,000 | $ 290,393,000 | ||||||||
Biomass-based Diesel | |||||||||||
Significant items for the results of operations on a quarterly basis | |||||||||||
Impairment of goodwill | 140,181,000 | ||||||||||
Biomass-based diesel government incentives | $ 95,008,000 | $ 78,781 | $ 95,008,000 | $ 78,781 |
Subsequent Events - (Details)
Subsequent Events - (Details) gal in Millions | Feb. 01, 2016USD ($)sharesgal | Dec. 31, 2015USD ($)gal | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Mar. 05, 2016USD ($) | Feb. 28, 2015USD ($) |
Subsequent Event [Line Items] | ||||||
Production capacity per year | gal | 432 | |||||
Payment for acquisition | $ 41,409,000 | $ 19,369,000 | $ 10,933,000 | |||
Contingent consideration | $ 26,949,000 | $ 30,091,000 | ||||
Stock repurchase program, amount authorized to be repurchased | $ 30,000,000 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Stock repurchase program, amount authorized to be repurchased | $ 50,000,000 | |||||
Sanimax | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Production capacity per year | gal | 20 | |||||
Payment for acquisition | $ 11,000,000 | |||||
Number of shares issued for acquisition | shares | 500,000 | |||||
Contingent consideration | $ 5,000,000 | |||||
Earnout payment period | 7 years |