Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 2017 | |
Document Document And Entity Information [Abstract] | ||
Entity Registrant Name | Renewable Energy Group, Inc. | |
Entity Central Index Key | 1,463,258 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 38,689,478 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 87,591 | $ 116,210 |
Accounts receivable, net | 66,920 | 164,949 |
Inventories | 135,006 | 145,408 |
Prepaid expenses and other assets | 89,156 | 36,272 |
Total current assets | 378,673 | 462,839 |
Property, plant and equipment, net | 614,884 | 599,474 |
Goodwill | 16,080 | 16,080 |
Intangible assets, net | 28,301 | 29,470 |
Investments | 13,020 | 12,110 |
Other assets | 9,557 | 12,630 |
Restricted cash | 0 | 4,000 |
TOTAL ASSETS | 1,060,515 | 1,136,603 |
CURRENT LIABILITIES: | ||
Lines of credit | 69,247 | 52,844 |
Current maturities of long-term debt | 16,674 | 15,402 |
Accounts payable | 74,818 | 99,137 |
Accrued expenses and other liabilities | 37,280 | 38,916 |
Deferred revenue | 402 | 27,246 |
Total current liabilities | 198,421 | 233,545 |
Unfavorable lease obligation | 3,953 | 15,515 |
Deferred income taxes | 23,254 | 20,279 |
Long-term contingent consideration for acquisitions | 16,625 | 28,931 |
Convertible debt conversion liability | 59,818 | 27,100 |
Long-term debt (net of debt issuance costs of $5,856 and $6,286, respectively) | 192,807 | 196,203 |
Other liabilities | 3,749 | 4,856 |
Total liabilities | 498,627 | 526,429 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY: | ||
Common stock ($.0001 par value; 300,000,000 shares authorized; 38,685,306 and 38,553,413 shares outstanding, respectively) | 5 | 5 |
Common stock—additional paid-in-capital | 483,631 | 480,906 |
Retained earnings | 163,284 | 214,007 |
Accumulated other comprehensive loss | (2,570) | (5,751) |
Treasury stock (9,281,444 and 9,246,002 shares outstanding, respectively) | (82,462) | (81,824) |
Total equity attributable to the Company's shareholders | 561,888 | 607,343 |
Non-controlling interest | 0 | 2,831 |
Total equity | 561,888 | 610,174 |
TOTAL LIABILITIES AND EQUITY | $ 1,060,515 | $ 1,136,603 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Debt issuance costs | $ 5,856 | $ 6,286 |
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) | 38,685,306 | 38,553,413 |
Treasury stock, shares outstanding (in shares) | 9,281,444 | 9,246,002 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
REVENUES: | ||||
Biomass-based diesel sales | $ 455,928 | $ 399,325 | $ 799,664 | $ 613,001 |
Separated RIN sales | 67,349 | 60,790 | 124,674 | 86,555 |
Biomass-based diesel government incentives | 10,821 | 97,153 | 27,762 | 155,554 |
Total biomass-based diesel revenue | 534,098 | 557,268 | 952,100 | 855,110 |
Other revenue | 1,005 | 1,033 | 1,896 | 1,062 |
Total revenues | 535,103 | 558,301 | 953,996 | 856,172 |
COSTS OF GOODS SOLD: | ||||
Biomass-based diesel | 468,407 | 468,069 | 822,258 | 721,786 |
Separated RINs | 34,218 | 65,370 | 80,847 | 92,139 |
Other costs of goods sold | 1,024 | 0 | 2,154 | 2 |
Impairment of long-lived assets | 1,341 | 0 | 1,341 | 0 |
Total cost of goods sold | 504,990 | 533,439 | 906,600 | 813,927 |
GROSS PROFIT | 30,113 | 24,862 | 47,396 | 42,245 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 22,812 | 20,850 | 45,719 | 40,626 |
RESEARCH AND DEVELOPMENT EXPENSE | 3,181 | 4,427 | 6,779 | 8,353 |
INCOME (LOSS) FROM OPERATIONS | 4,120 | (415) | (5,102) | (6,734) |
OTHER INCOME (EXPENSE), NET: | ||||
Change in fair value of contingent consideration | 24 | (3,571) | (565) | (3,556) |
Change in fair value of convertible debt conversion liability | (32,546) | 13,432 | (32,718) | 13,432 |
Gain on debt extinguishment | 0 | 2,152 | 0 | 2,152 |
Gain on involuntary conversion | 0 | 997 | 0 | 4,540 |
Other income (loss), net | 32 | 153 | (288) | 65 |
Interest expense | (4,479) | (3,738) | (9,015) | (7,049) |
Total other income (expense), net | (36,969) | 9,425 | (42,586) | 9,584 |
INCOME (LOSS) BEFORE INCOME TAXES | (32,849) | 9,010 | (47,688) | 2,850 |
INCOME TAX EXPENSE | (1,960) | (1,296) | (3,035) | (2,024) |
NET INCOME (LOSS) | (34,809) | 7,714 | (50,723) | 826 |
LESS—NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | 0 | (108) | 0 | (138) |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (34,809) | 7,606 | (50,723) | 688 |
LESS—EFFECT OF PARTICIPATING SHARE-BASED AWARDS | 0 | (161) | 0 | (12) |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON STOCKHOLDERS | $ (34,809) | $ 7,445 | $ (50,723) | $ 676 |
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: | ||||
BASIC (in dollars per share) | $ (0.90) | $ 0.18 | $ (1.31) | $ 0.02 |
DILUTED (in dollars per share) | $ (0.90) | $ 0.18 | $ (1.31) | $ 0.02 |
WEIGHTED AVERAGE SHARES USED TO COMPUTE NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: | ||||
BASIC (in shares) | 38,679,849 | 42,407,888 | 38,639,672 | 43,153,486 |
DILUTED (in shares) | 38,679,849 | 42,418,841 | 38,639,672 | 43,158,601 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (34,809) | $ 7,714 | $ (50,723) | $ 826 |
Foreign currency translation adjustments | 2,630 | (1,352) | 3,181 | 312 |
Other comprehensive income (loss) | 2,630 | (1,352) | 3,181 | 312 |
Comprehensive income (loss) | (32,179) | 6,362 | (47,542) | 1,138 |
Less—Comprehensive loss attributable to noncontrolling interest | 0 | (184) | 0 | (99) |
Comprehensive income (loss) attributable to the Company | $ (32,179) | $ 6,546 | $ (47,542) | $ 1,237 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Equity (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Common Stock - Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interest |
Beginning Balance (in shares) at Dec. 31, 2015 | 43,837,714 | ||||||
Beginning Balance at Dec. 31, 2015 | $ 614,010 | $ 4 | $ 474,367 | $ 169,680 | $ (4,009) | $ (28,762) | $ 2,730 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock (in shares) | 33,973 | ||||||
Issuance of common stock | 316 | 316 | |||||
Issuance of common stock in acquisition (in shares) | 500,000 | ||||||
Issuance of common stock in acquisition | 4,050 | $ 1 | 4,049 | ||||
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased) (in shares) | 178,285 | ||||||
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased) | (752) | $ (752) | |||||
Partial termination of capped call options | 1,588 | 1,588 | |||||
Convertible debt extinguishment impact (net of tax impact) | (5,085) | (5,085) | |||||
Treasury stock purchases (in shares) | (5,370,771) | (68,424) | |||||
Treasury stock purchases | (46,705) | $ (46,705) | |||||
Acquisition of noncontrolling interest | (179) | (179) | |||||
Stock compensation expense | 1,934 | 1,934 | |||||
Other comprehensive income (loss) | 312 | 411 | (99) | ||||
Net income (loss) | 826 | 688 | 138 | ||||
Ending Balance (in shares) at Jun. 30, 2016 | 39,179,201 | ||||||
Ending Balance at Jun. 30, 2016 | 570,315 | $ 5 | 477,169 | 170,368 | (3,598) | (76,219) | 2,590 |
Beginning Balance (in shares) at Dec. 31, 2016 | 38,553,413 | ||||||
Beginning Balance at Dec. 31, 2016 | 610,174 | $ 5 | 480,906 | 214,007 | (5,751) | (81,824) | 2,831 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased) (in shares) | 131,893 | ||||||
Conversion of restricted stock units to common stock (net of shares of treasury stock purchased) | (638) | $ (638) | |||||
Treasury stock purchases (in shares) | (35,442) | ||||||
Acquisition of noncontrolling interest | (3,102) | (271) | (2,831) | ||||
Stock compensation expense | 2,996 | 2,996 | |||||
Other comprehensive income (loss) | 3,181 | 3,181 | |||||
Net income (loss) | (50,723) | (50,723) | |||||
Ending Balance (in shares) at Jun. 30, 2017 | 38,685,306 | ||||||
Ending Balance at Jun. 30, 2017 | $ 561,888 | $ 5 | $ 483,631 | $ 163,284 | $ (2,570) | $ (82,462) | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Equity (unaudited) (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)shares | |
Convertible debt extinguishment impact, tax impact | $ | $ 2,144 |
Treasury Stock | |
Conversion of restricted stock units to common stock, treasury shares purchased (in shares) | shares | 68,424 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (50,723) | $ 826 |
Adjustments to reconcile net income (loss) to net cash flows from operating activities: | ||
Depreciation expense | 16,946 | 15,498 |
Amortization expense of assets and liabilities, net | 890 | 354 |
Gain on involuntary conversion | 0 | (4,540) |
Accretion of convertible note discount | 2,685 | 2,462 |
Change in fair value of contingent consideration | 565 | 3,556 |
Change in fair value of convertible debt conversion liability | 32,718 | (13,432) |
Gain on debt extinguishment | 0 | (2,152) |
Provision for doubtful accounts | 202 | (34) |
Impairment of long-lived assets | 1,341 | 0 |
Stock compensation expense | 2,996 | 1,934 |
Deferred tax expense | 2,350 | 1,969 |
Other operating activities | 54 | (505) |
Changes in asset and liabilities, net of effects from acquisitions: | ||
Accounts receivable, net | 97,978 | 212,823 |
Inventories | 11,638 | (42,240) |
Prepaid expenses and other assets | (50,926) | (41,158) |
Accounts payable | (24,558) | (141,972) |
Accrued expenses and other liabilities | (18,798) | (1,686) |
Deferred revenue | (26,844) | 1,757 |
Net cash flows used in operating activities | (1,486) | (6,540) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash receipts for involuntary conversion | 0 | 4,540 |
Cash receipts of restricted cash | 4,000 | 0 |
Cash paid for purchase of property, plant and equipment | (32,037) | (27,467) |
Cash paid for acquisitions and additional interests, net of cash acquired | (3,518) | (12,720) |
Cash paid for investments | (816) | (3,249) |
Other investing activities | 0 | 376 |
Net cash flows used in investing activities | (32,371) | (38,520) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net borrowings on revolving line of credit | 16,125 | 21,373 |
Borrowings on other lines of credit | 3,278 | 4,081 |
Repayments on other lines of credit | (3,000) | 0 |
Cash received from notes payable | 0 | 163,408 |
Cash paid on notes payable | (4,038) | (64,530) |
Cash paid for debt issuance costs | (703) | (5,329) |
Cash paid for treasury stock | 0 | (45,869) |
Cash paid for contingent consideration settlement | (7,678) | (1,390) |
Net cash flows from financing activities | 3,984 | 71,744 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (29,873) | 26,684 |
CASH AND CASH EQUIVALENTS, Beginning of period | 116,210 | 47,081 |
Effect of exchange rate changes on cash | 1,254 | 313 |
CASH AND CASH EQUIVALENTS, End of period | 87,591 | 74,078 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION: | ||
Cash paid for income taxes | 214 | 244 |
Cash paid for interest | 5,560 | 3,976 |
Amounts included in period-end accounts payable for: | ||
Purchases of property, plant and equipment | 3,166 | 4,135 |
Debt issuance cost | 94 | 34 |
Issuance of common stock for acquisitions | 4,050 | |
Contingent consideration for acquisitions | 0 | 4,500 |
Accruals of insurance proceeds related to impairment of property, plant and equipment | $ 1,846 | $ 1,414 |
Basis of Presentation and Natur
Basis of Presentation and Nature of the Business | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of the Business | BASIS OF PRESENTATION AND NATURE OF THE BUSINESS The condensed consolidated financial statements have been prepared by Renewable Energy Group, Inc. and its subsidiaries (the "Company" or "REG"), pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted as permitted by such rules and regulations. All adjustments, consisting of normal recurring adjustments, have been included. Management believes that the disclosures are adequate to present fairly the financial position, results of operations and cash flows at the dates and for the periods presented. It is suggested that these interim financial statements be read in conjunction with the consolidated financial statements and the notes thereto appearing in the Company’s latest annual report on Form 10-K filed on March 10, 2017. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual results could differ from those estimates. As of June 30, 2017 , the Company operates a network of fourteen biorefineries, with twelve locations in North America and two locations in Europe, which includes thirteen operating biomass-based diesel production facilities with aggregate nameplate production capacity of 502 million gallons per year, or mmgy, and a fermentation facility. REG has one feedstock processing facility. The Company's network includes the addition of a 20 -million gallon annual nameplate capacity biomass-based diesel refinery located in DeForest, Wisconsin, acquired in March 2016. Ten 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 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, in effect throughout 2016 and lapsed on January 1, 2017. During the six months ended June 30, 2017, the Company recognized $26,743 as BTC revenue out of the $26,897 deferred BTC revenue that was outstanding as of December 31, 2016. It is uncertain whether the BTC will be reinstated. The expiration or modification of any one or more of those incentives, could adversely affect the financial results of the Company. During the third quarter 2016 close process, the Company identified errors in its previously reported interim financial statements for the quarter ended March 31, 2016 pertaining to certain biomass-based diesel sales completed in that quarter that contained BTC sharing terms resulting in an overstatement of biomass-based diesel sales and a corresponding understatement of accounts payable, deferred income taxes and income tax expense for the three months ended March 31, 2016 and income tax expense for the three and six months ended June 30, 2016. The correction of the errors is reflected in the comparative figures within this report. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following accounting policies should be read in conjunction with a summary of the significant accounting policies the Company has disclosed in its Annual Report on Form 10-K for the year ended December 31, 2016 . 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. Through June 30, 2017 , the Company has received approximately $85,779 of the $89,266 outstanding related to the 2016 biodiesel mixture excise tax credit, which results in $3,487 remaining as outstanding receivables at June 30, 2017. 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 net realizable value as of the last day of each accounting period. The resulting adjustments are reflected in costs of goods sold for the period. The value of these RINs is reflected in “Prepaid expenses and other assets” on the Condensed Consolidated Balance Sheets. 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"). California’s Low Carbon Fuel Standard The Company generates Low Carbon fuel Standard ("LCFS") credits for its low carbon fuels or blendstocks when its qualified low carbon fuels are imported into California. LCFS credits are used to track compliance with California’s LCFS. As a result, a portion of the selling price for a gallon of biomass-based diesel sold into California is also attributable to LCFS compliance. However, LCFS credits 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 LCFS credit when it is generated, regardless of whether the LCFS credit is transferred with the biomass-based diesel produced or held by the Company on other biomass-based diesel sales that do not transfer credits. In addition, the Company also obtains LCFS credits from third-party trading activities. From time to time, the Company holds varying amounts of these third-party LCFS credits for resale. LCFS credits obtained from third parties are initially recorded at their cost and are subsequently revalued at the lower of cost or net realizable value 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 LCFS 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 LCFS credits is determined using the average cost method, while market prices are determined by LCFS values, as reported by the 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. 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. In June 2017, the Company experienced a fire at its Madison facility, resulting in the shutdown of the facility. The Company recorded initial fixed assets with a net book value of approximately $1,846 that were impaired as a result of the fire in June 2017 and is continuing to identify other fixed assets damaged by the 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. The Company's insurer acknowledged the proof of loss due to the fire and subsequent to the quarter end, agreed to issue the Company a payment in the amount of $5,000 to cover initial costs incurred for property losses and business interruption. No impact on earnings was recognized during the three months ended June 30, 2017. In June 2017, the Company entered into an agreement to terminate the ground lease and purchase the land it had leased for its Geismar, Louisiana biorefinery as well as more than 61 adjacent acres from Lion Copolymer for $20,000 . The Company recorded a loss of $3,967 as a result of the lease termination for the three months ended June 30, 2017. Convertible Debt In June 2016, the Company issued $152,000 aggregate principal amount of 4% convertible senior notes due 2036 (the "2036 Convertible Notes"). The Company may not elect to issue shares of common stock upon conversion of the 2036 Convertible Notes to the extent such election would result in the issuance of more than 19.99% of the common stock outstanding immediately before the issuance of the 2036 Convertible Notes until the Company receives stockholder approval for such issuance. As a result, the embedded conversion option is accounted for as an embedded derivative liability. This liability is recorded at fair value, and $32,546 and $32,718 fair value adjustments were recorded for the three and six months ended June 30, 2017 , respectively. The Company expects to continue marking the embedded conversion option to market unless and until shareholders authorize additional common shares. See "Note 7 - Debt" for a further description of the transaction. 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 Condensed Consolidated Balance Sheets as intangible assets. During October 2016, the Company entered into the first commercial sale agreement to sell certain products made from the IPR&D platform. This triggered the review of the impairment and useful life of the IPR&D assets. The Company performed a final discounted cash flow analysis at October 31, 2016 prior to assigning a useful life to the IPR&D assets. The Company determined the useful life of the IPR&D assets to be 15 years and has utilized a straight line method to amortize these assets over the useful life. New Accounting Standards On February 25, 2016, the FASB issued ASU 2016-02, which introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in ASC 606, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). Furthermore, the ASU addresses other concerns related to the current leases model. The ASU is effective for annual periods beginning after December 15, 2018 and interim periods therein. The Company has started the process to compile and review all of its leases. While the Company is continuing to assess all potential impacts of the standard, the Company currently believes the most significant impact relates to its accounting for office, railcar and terminal operating leases. The Company plans to apply a modified retrospective transition approach to each applicable lease that exists at January 1, 2017 as well as leases entered after this date. In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration (Reporting Revenue Gross versus Net)" which clarifies how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The guidance also re-frames the indicators to focus on evidence that an entity is acting as a principal rather than an agent. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is evaluating the impact of this guidance, but does not expect it to have any material impact on its consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, which amends certain aspects of the new revenue standard, ASU 2014-09. The amendments address issues such as collectability; presentation of sales tax and other similar taxes collected from customers; noncash consideration; contract modifications and completed contracts at transition; and transition technical correction. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is evaluating the impact of this guidance, but does not expect it to have any material impact on its consolidated financial statements. Effective January 1, 2018, the Company will be required to adopt the new guidance of ASC Topic 606, Revenue from Contracts with Customers (Topic 606), which will supersede the revenue recognition requirements in ASC Topic 605, Revenue Recognition. Topic 606 requires the Company to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance requires the Company to apply the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the Company satisfies a performance obligation. The Company will be required to adopt Topic 606 either on a full retrospective basis to each prior reporting period presented or on a modified retrospective basis with the cumulative effect of initially applying the new guidance recognized at the date of initial application. The Company will adopt Topic 606 on a modified retrospective basis and will be required to provide additional disclosures of the amount by which each financial statement line item is affected in the current reporting period, as compared to the guidance that was in effect before the change, and an explanation of the reasons for significant changes. The adoption of this new guidance will require expanded disclosures in the Company’s consolidated financial statements. The Company has established a cross-functional implementation team consisting of representatives from all of its business segments. Initial impact assessment also indicates that the majority of the Company's contracts will continue to be recognized at a point in time and that the number of performance obligations and the accounting for variable consideration are not expected to be significantly different from current practice. On May 10, 2017, the FASB issued ASU 2017-09, which amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. T he Company is evaluating the impact of this guidance on its consolidated financial statements. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS Sanimax Energy, LLC On March 15, 2016, the Company acquired fixed assets and inventory from Sanimax Energy, including the 20 mmgy nameplate capacity biomass-based diesel refinery in DeForest, Wisconsin. The Company completed its initial accounting of this business combination as the valuation of the real and personal property was finalized as of December 31, 2016 . The following table summarizes the consideration paid for the acquisition from Sanimax Energy: March 15, 2016 Consideration at fair value for acquisition from Sanimax: Cash $ 12,541 Common stock 4,050 Contingent consideration 4,500 Total $ 21,091 The fair value of the 500,000 shares of Common Stock issued was determined using the closing market price of the Company's common shares at the date of acquisition. REG Madison may pay contingent consideration of up to $5,000 ("Earnout Payments") over a seven -year period after the acquisition, subject to achievement of certain milestones related to the biomass-based diesel gallons produced and sold by REG Madison. The Earnout Payments are payable in cash and cannot exceed $1,700 in any one year period beginning March 15, 2016 through 2023 and up to $5,000 in aggregate. As of June 30, 2017 , the Company has recorded a contingent liability of $2,940 , approximately $921 of which has been classified as current on the Condensed Consolidated Balance Sheets. The following table summarizes the fair values of the assets acquired at the acquisition date. March 15, 2016 Assets acquired from Sanimax Energy: Inventory $ 1,591 Property, plant and equipment 19,500 Net identifiable assets acquired $ 21,091 The following pro forma condensed combined results of operations assume that the acquisition from Sanimax Energy was completed as of January 1, 2016. Three Months Three Months Six Months Six Months Revenues $ 535,103 $ 558,301 $ 953,996 $ 864,598 Net income (loss) (34,809 ) 7,516 (50,723 ) 679 Basic net income (loss) per share $ (0.89 ) $ 0.18 $ (1.30 ) $ 0.02 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consist of the following: June 30, 2017 December 31, 2016 Raw materials $ 44,935 $ 34,560 Work in process 3,579 3,775 Finished goods 86,492 107,073 Total $ 135,006 $ 145,408 |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | OTHER ASSETS Prepaid expense and other assets consist of the following: June 30, 2017 December 31, 2016 Commodity derivatives and related collateral, net $ 3,365 $ 7,127 Prepaid expenses 12,344 10,665 Deposits 4,822 2,897 RIN inventory 59,487 9,398 Taxes receivable 8,186 4,539 Other 952 1,646 Total $ 89,156 $ 36,272 RIN inventory values were adjusted in the amounts of $176 and $612 at June 30, 2017 and December 31, 2016 , respectively, to reflect the lower of cost or net realizable value. Other noncurrent assets consist of the following: June 30, 2017 December 31, 2016 Spare parts inventory $ 2,854 $ 3,532 Catalysts 3,720 4,479 Deposits 381 2,392 Other 2,602 2,227 Total $ 9,557 $ 12,630 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | INTANGIBLE ASSETS Intangible assets consist of the following: June 30, 2017 Cost Accumulated Amortization Net Weighted Average Remaining Life Raw material supply agreement $ 6,230 $ (2,194 ) $ 4,036 8.5 years Renewable hydrocarbon diesel technology 8,300 (1,706 ) 6,594 12.0 years Ground lease 200 (135 ) 65 4.4 years Acquired customer relationships 2,900 (541 ) 2,359 8.1 years In-process research and development 15,956 (709 ) 15,247 14.3 years Total intangible assets $ 33,586 $ (5,285 ) $ 28,301 December 31, 2016 Cost Accumulated Amortization Net Weighted Average Remaining Life Raw material supply agreement $ 6,230 $ (1,987 ) $ 4,243 9.0 years Renewable hydrocarbon diesel technology 8,300 (1,429 ) 6,871 12.5 years Ground lease 200 (127 ) 73 4.9 years Acquired customer relationships 2,900 (396 ) 2,504 8.6 years In-process research and development 15,956 (177 ) 15,779 14.8 years Total intangible assets $ 33,586 $ (4,116 ) $ 29,470 The Company recorded intangible amortization expense of $585 and $1,169 for the three and six months ended June 30, 2017 , and $323 and $640 for the three and six months ended June 30, 2016 , respectively. The estimated intangible asset amortization expense for the remainder of 2017 through 2023 and thereafter is as follows: July 1, 2017 through December 31, 2017 $ 1,183 2018 2,373 2019 2,379 2020 2,386 2021 2,392 2022 2,385 2023 and thereafter 15,203 Total $ 28,301 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The Company’s debt is as follows: June 30, 2017 December 31, 2016 4.00% Convertible Senior Notes, $152,000 face amount, due in June 2036 $ 114,842 $ 113,446 2.75% Convertible Senior Notes, $73,838 face amount, due in June 2019 68,544 67,254 REG Danville term loan, secured, variable interest rate of LIBOR plus 4%, due in December 2017 7,100 8,163 REG Newton term loan, secured, variable interest rate of LIBOR plus 4%, due in December 2018 10,808 13,063 REG Mason City term loan, fixed interest rate of 5%, due in July 2019 1,751 2,659 REG Ames term loans, secured, fixed interest rates of 3.5% and 4.25%, due in January 2018 and December 2019, respectively 3,392 3,565 REG Grays Harbor term loan, variable interest of minimum of 3.5% or Prime Rate plus 0.25%, due in May 2022 8,467 9,273 Other 433 468 Total term debt before debt issuance costs 215,337 217,891 Less: Current portion of long-term debt 16,674 15,402 Less: Debt issuance costs (net of accumulated amortization of $2,846 and $2,396, respectively) 5,856 6,286 Total long-term debt $ 192,807 $ 196,203 Convertible Senior Notes On June 2, 2016, the Company issued $152,000 aggregate principal amount of the 2036 Convertible Notes in a private offering to qualified institutional buyers. The 2036 Convertible Notes bear interest at a rate of 4.00% per year payable semi-annually in arrears on June 15 and December 15 of each year, beginning December 15, 2016. The notes will mature on June 15, 2036, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to December 15, 2035, the 2036 Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods as stipulated in the indenture. On or after December 15, 2035 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2036 Convertible Notes may convert their notes at any time. Unless and until the Company obtains stockholder approval under applicable NASDAQ Stock Market rules, the 2036 Convertible Notes will be convertible, subject to certain conditions, into cash. If the Company obtains such stockholder approval, the 2036 Convertible Notes may be settled in cash, the Company’s common shares or a combination of cash and the Company’s common shares, at the Company’s election. The Company may not redeem the 2036 Convertible Notes prior to June 15, 2021. Holders of the 2036 Convertible Notes will have the right to require the Company to repurchase for cash all or some of their notes at 100% of their principal, plus any accrued and unpaid interest on each of June 15, 2021, June 15, 2026 and June 15, 2031. Holders of the 2036 Convertible Notes will have the right to require the Company to repurchase for cash all or some of their notes at 100% of their principal, plus any accrued and unpaid interest upon the occurrence of certain fundamental changes. The initial conversion rate is 92.8074 common shares per $1,000 (one thousand) principal amount of 2036 Convertible Notes (equivalent to an initial conversion price of approximately $10.78 per common share). The net proceeds from the offering of the 2036 Convertible Notes were approximately $147,118 , after deducting fees and offering expenses of $4,882 , which was capitalized as debt issuance costs and is being amortized through June 2036. The Company evaluated the terms of the conversion features under the applicable accounting literature, including Derivatives and Hedging, ASC 815, and determined that a certain feature required separate accounting as a derivative. This derivative was recorded as a long-term liability, "Convertible Debt Conversion Liability", on the Condensed Consolidated Balance Sheets and will be adjusted to reflect fair value each reporting date. The fair value of the convertible debt conversion liability at issuance was $40,145 . The fair value of the convertible debt conversion liability at June 30, 2017 was $59,818 . The Company recognized a loss of $32,718 and $32,546 for the three and six months ended June 30, 2017 , respectively, which is reflected in the "Change in Fair Value of Convertible Debt Conversion Liability" on the Condensed Consolidated Statements of Operations. The debt liability component of 2036 Convertible Notes was determined to be $111,855 at issuance, reflecting a debt discount of $40,145 . The debt discount is to be amortized through June 2036. The effective interest rate on the debt liability component was 2.45% . REG Ralston On April, 19, 2017, REG Ralston, LLC ("REG Ralston") entered into a construction loan agreement ("Construction Loan Agreement") with First Midwest Bank. The Construction Loan Agreement allows REG Ralston to borrow up to $20,000 during the construction period at REG Ralston and convert it into an amortizing term debt thereafter. The loan has a maturity date of October 19, 2025. The loan requires monthly principal payments after the construction period and interest to be charged using prime rate plus 0.5% per annum. The loan agreement contains various loan covenants. At June 30, 2017, the Company had not made any borrowings under this Construction Loan Agreement. Lines of Credit June 30, 2017 December 31, 2016 Amount outstanding under lines of credit $ 69,247 $ 52,844 Maximum available to be borrowed under lines of credit $ 31,008 $ 100,237 On March 16, 2016, REG Energy Services, LLC ("REG Energy Services") entered into an operating and revolving line of credit agreement (the "Agreement") with Bankers Trust Company (“Bankers Trust”). Pursuant to the Agreement, Bankers Trust agreed to provide an operating and revolving line of credit (the "Line of Credit") to REG Energy Services in the amount of $30,000 . Amounts outstanding under the Agreement bear variable interest as stipulated in the Agreement. The Agreement contains various loan covenants that restrict REG Energy Services’ ability to take certain actions, including prohibiting it in certain circumstances from making payments to the Company. In addition, the Line of Credit is secured by substantially all of REG Energy Services’ accounts receivable and inventory. On March 16, 2017, the Agreement was amended to extend the maturity date to March 18, 2018. REG Germany has a trade finance facility agreement ("Uncommitted Credit Facility Agreement") with BNP Paribas in Europe, which allows it to borrow up to $25,000 for funding the purchase of goods and services. Amounts outstanding under the Uncommitted Credit Facility Agreement bear variable interest and are payable as stipulated in the agreement. The amount that can be borrowed under the agreement can be amended, cancelled or restricted at BNP Paribas's sole discretion and therefore is not included in the maximum available to be borrowed under lines of credit above. The Uncommitted Credit Facility Agreement contains various loan covenants that require REG Germany to maintain certain financial measures. At June 30, 2017, the nominal interest rates ranged from 2.14% to 2.50% per annum. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | DERIVATIVE INSTRUMENTS The Company enters into New York Mercantile Exchange NY Harbor ULSD ("NY Harbor ULSD" or previously referred to as heating oil) and CBOT Soybean Oil (previously referred to as soybean oil) futures, swaps and options ("commodity contract derivatives") to reduce the risk of price volatility related to anticipated purchases of feedstock raw materials and to protect cash 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 commodity contract derivatives are designated as non-hedge derivatives and recorded at fair value on the Condensed Consolidated Balance Sheets. Unrealized gains and losses are recognized as a component of biomass-based diesel costs of goods sold reflected in current results of operations. As of June 30, 2017 , the net notional volumes of NY Harbor ULSD and CBOT Soybean Oil covered under the open commodity derivative contracts were approximately 73 million gallons and 6 million pounds, respectively. The Company offsets the fair value amounts recognized for its commodity contract derivatives with cash collateral with the same counterparty under a master netting agreement. The net position is presented within prepaid and other assets in the Condensed Consolidated Balance Sheets. The following table sets forth the fair value of the Company's commodity contract derivatives and amounts that offset within the Condensed Consolidated Balance Sheets: June 30, 2017 December 31, 2016 Assets Liabilities Assets Liabilities Gross amounts of derivatives recognized at fair value $ 2,962 $ 2,045 $ 1,272 $ 3,511 Cash collateral 2,448 — 9,366 — Total gross amount recognized 5,410 2,045 10,638 3,511 Gross amounts offset (2,045 ) (2,045 ) (3,511 ) (3,511 ) Net amount reported in the condensed consolidated balance sheets $ 3,365 $ — $ 7,127 $ — The following table sets forth the commodity contract derivatives gains and (losses) included in the Condensed Consolidated Statements of Operations: Location of Gain (Loss) Three Months Three Months Six Months Six Months Commodity derivatives Cost of goods sold – Biomass-based diesel $ 9,758 $ (30,527 ) $ 18,047 $ (34,796 ) |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 Total Level 1 Level 2 Level 3 Commodity contract derivatives $ 917 $ (135 ) $ 1,052 $ — Convertible debt conversion liability (59,818 ) — (59,818 ) — Contingent considerations for acquisitions (39,455 ) — — (39,455 ) $ (98,356 ) $ (135 ) $ (58,766 ) $ (39,455 ) As of December 31, 2016 Total Level 1 Level 2 Level 3 Commodity contract derivatives $ (2,239 ) $ (1,297 ) $ (942 ) $ — Convertible debt conversion liability (27,100 ) — (27,100 ) — Contingent considerations for acquisitions (46,568 ) — — (46,568 ) $ (75,907 ) $ (1,297 ) $ (28,042 ) $ (46,568 ) The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Contingent Consideration for Acquisitions 2017 2016 Balance at beginning of period, January 1 $ 46,568 $ 41,712 Fair value of contingent consideration at measurement date — 4,500 Change in estimates included in earnings 589 (15 ) Settlements (3,980 ) (581 ) Balance at end of period, March 31 43,177 45,616 Change in estimates included in earnings (24 ) 3,571 Settlements (3,698 ) (809 ) Balance at end of period, June 30 $ 39,455 $ 48,378 The estimated fair values of the Company’s financial instruments, which are not recorded at fair value, are as follows: As of June 30, 2017 As of December 31, 2016 Asset (Liability) Fair Value Asset (Liability) Fair Value Financial liabilities: Debt and lines of credit $ (284,584 ) $ (277,500 ) $ (270,735 ) $ (264,267 ) The carrying amounts reported in the Condensed Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair values. Money market funds are included in cash and cash equivalents on the Condensed Consolidated Balance Sheets. The Company used the following methods and assumptions to estimate fair value of its financial instruments: Commodity derivatives: The instruments held by the Company consist primarily of futures contracts, swap agreements, purchased put options and written call options. The fair value of contracts based on quoted prices of identical assets in an active exchange-traded market is reflected in Level 1. Contract fair value that is determined based on quoted prices of similar contracts in over-the-counter markets is reflected in Level 2. Contingent consideration for acquisitions : The fair value of the contingent consideration regarding REG Life Sciences, LLC ("REG Life Sciences") 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 REG Life Sciences' 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 all other contingent consideration is determined using an expected present value technique. Expected cash flows are determined using the probability weighted-average of possible outcomes that would occur should the achievement of certain milestones related to the production and/or sale of biomass-based diesel at the specific production facility. A discount rate ranging from 5.8% to 10.0% is used to estimate the fair value of the expected payments. Convertible debt conversion liability: The fair value of the convertible debt conversion liability is estimated using the Black-Scholes model incorporating the terms and conditions of the 2036 Convertible Notes and considering changes in the prices of the Company's common stock, Company stock price volatility, risk-free rates and changes in market rates. The valuations are, among other things, subject to changes in the Company's credit worthiness as well as change in general market conditions. As the majority of the assumptions used in the calculations are based on market sources, the fair value of the convertible conversion liability is reflected in Level 2. Debt and lines of credit: The fair value of long-term debt and lines of credit was established using discounted cash flow calculations and current market rates reflecting Level 2 inputs. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is presented in conformity with the two-class method required for participating securities. Participating securities include restricted stock units ("RSUs"). Under the two-class method, net income is reduced for distributed and undistributed dividends earned in the current period. The remaining earnings are then allocated to Common Stock and the participating securities. The Company calculates the effects of participating securities on diluted earnings per share ("EPS") using both the “if-converted or treasury stock” and "two-class" methods and discloses the method which results in a more dilutive effect. The effects of Common Stock options, warrants, stock appreciation rights and convertible notes on diluted EPS are calculated using the treasury stock method unless the effects are anti-dilutive to EPS. The following potentially dilutive weighted average securities were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders during the periods presented, as the effect was anti-dilutive: Three Months Three Months Six Months Six Months Options to purchase common stock — 87,026 — 87,026 Stock appreciation rights 1,297,282 2,251,132 1,446,618 2,422,353 2019 Convertible notes 5,567,112 9,302,579 5,567,112 10,070,399 2036 Convertible notes 14,106,725 4,495,550 14,106,725 2,247,775 Total 20,971,119 16,136,287 21,120,455 14,827,553 The following table presents the calculation of diluted net loss per share: Three Months Three Months Six Months Six Months Net income (loss) attributable to the Company’s common stockholders - Basic $ (34,809 ) $ 7,445 $ (50,723 ) $ 676 Less: effect of participating securities — — — — Net income (loss) attributable to common stockholders - Dilutive $ (34,809 ) $ 7,445 $ (50,723 ) $ 676 Shares: Weighted-average shares used to compute basic net income per share 38,679,849 42,407,888 38,639,672 43,153,486 Adjustment to reflect stock appreciation right conversions — 10,953 — 5,115 Weighted-average shares used to compute diluted net income per share 38,679,849 42,418,841 38,639,672 43,158,601 Net income (loss) per share attributable to common stockholders: Diluted $ (0.90 ) $ 0.18 $ (1.31 ) $ 0.02 |
Reportable Segments and Geograp
Reportable Segments and Geographic Information | 6 Months Ended |
Jun. 30, 2017 | |
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 segments on an annual basis. The Company has three reportable segments, which generally align the Company's external financial reporting segments with its internal operating segments, which are based on its internal organizational structure, operating decisions and performance assessment. The Company's reportable segments at June 30, 2017 and for the year ended December 31, 2016 are composed of 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. 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 from services provided to other segments 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. 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: Three Months Three Months Six Months Six Months Net revenues: Biomass-based Diesel (includes REG Germany's net sales of $41,473 and $95,025 for the three and six months ended June 30, 2017, respectively, and $45,748 and $82,667 for the three and six months ended June 30, 2016, respectively) $ 532,527 $ 539,631 $ 922,632 $ 824,669 Services 20,922 21,396 43,755 42,133 Renewable Chemicals 1,002 1,000 1,830 1,000 Corporate and Other 39,366 23,643 77,138 40,632 Intersegment revenues (58,714 ) (27,369 ) (91,359 ) (52,262 ) $ 535,103 $ 558,301 $ 953,996 $ 856,172 Income (loss) before income taxes: Biomass-based Diesel (includes REG Germany's income (loss) of ($2,092) and ($1,332) for the three and six months ended June 30, 2017, respectively and $1,183 and $1,616 for the three and six months ended June 30, 2016, respectively) $ 4,323 $ (3,591 ) $ (6,392 ) $ 1,546 Services (267 ) 1,261 (377 ) 1,834 Renewable Chemicals (4,828 ) (3,924 ) (9,835 ) (8,605 ) Corporate and Other (32,077 ) 15,264 (31,084 ) 8,075 $ (32,849 ) $ 9,010 $ (47,688 ) $ 2,850 Depreciation and amortization expense, net: Biomass-based Diesel (includes REG Germany's amounts of $788 and $1,474 for the three and six months ended June 30, 2017, respectively and $594 and $1,445 for the three and six months ended June 30, 2016, respectively) $ 7,830 $ 7,140 $ 15,570 $ 14,068 Services 251 117 482 213 Renewable Chemicals 384 368 769 782 Corporate and Other 508 392 1,015 789 $ 8,973 $ 8,017 $ 17,836 $ 15,852 Cash paid for purchases of property, plant and equipment: Biomass-based Diesel (includes REG Germany's amounts of $1,227 and $2,395 for the three and six months ended June 30, 2017, respectively, and $374 and $374 for the three and six months ended June 30, 2016, respectively) $ 13,517 $ 11,895 $ 29,398 $ 25,499 Services 938 — 1,520 1,166 Renewable Chemicals — 619 7 619 Corporate and Other 946 183 1,112 183 $ 15,401 $ 12,697 $ 32,037 $ 27,467 June 30, 2017 December 31, 2016 Goodwill: Services $ 16,080 $ 16,080 Assets: Biomass-based Diesel (including REG Germany's assets of $58,039 and $54,646, respectively) $ 964,373 $ 1,026,349 Services 49,941 53,823 Renewable Chemicals 22,330 22,883 Corporate and Other 309,764 299,825 Intersegment eliminations (285,893 ) (266,277 ) $ 1,060,515 $ 1,136,603 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. Three Months Three Months Six Months Six Months Net revenues: United States $ 477,769 $ 512,553 $ 843,110 $ 773,505 Germany 41,473 45,748 $ 95,025 82,667 Other Foreign 15,861 — 15,861 — Non-United States 57,334 45,748 110,886 82,667 $ 535,103 $ 558,301 $ 953,996 $ 856,172 June 30, 2017 December 31, 2016 Long-lived assets: United States $ 593,247 $ 580,868 Foreign 21,637 18,606 $ 614,884 $ 599,474 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
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. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On July 3, 2017, Daniel J. Oh resigned as President, Chief Executive Officer and as a member of the Board of Directors of the Company. The Company and Mr. Oh are parties to an employment agreement, which provides that Mr. Oh will be entitled to a combination of cash and stock payments as severance benefits. In July 2017, the Company reached an agreement with its insurance carriers on a final payment for business interruption insurance related to the fires at its Geismar facility of $7,636 , which has all been received as of the date of this report. On July 28, 2017, REG Danville, LLC ("REG Danville") entered into an amended loan agreement ("Loan Agreement") with Fifth Third Bank. The Loan Agreement allows REG Danville to borrow $12,500 with a maturity date of July 28, 2022. The loan requires monthly principal payments and bears LIBOR-based variable interest rates. The loan agreement contains various loan covenants. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
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. |
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 net realizable value as of the last day of each accounting period. The resulting adjustments are reflected in costs of goods sold for the period. The value of these RINs is reflected in “Prepaid expenses and other assets” on the Condensed Consolidated Balance Sheets. 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"). |
California's Low Carbon Fuel Standard | California’s Low Carbon Fuel Standard The Company generates Low Carbon fuel Standard ("LCFS") credits for its low carbon fuels or blendstocks when its qualified low carbon fuels are imported into California. LCFS credits are used to track compliance with California’s LCFS. As a result, a portion of the selling price for a gallon of biomass-based diesel sold into California is also attributable to LCFS compliance. However, LCFS credits 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 LCFS credit when it is generated, regardless of whether the LCFS credit is transferred with the biomass-based diesel produced or held by the Company on other biomass-based diesel sales that do not transfer credits. In addition, the Company also obtains LCFS credits from third-party trading activities. From time to time, the Company holds varying amounts of these third-party LCFS credits for resale. LCFS credits obtained from third parties are initially recorded at their cost and are subsequently revalued at the lower of cost or net realizable value 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 LCFS 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 LCFS credits is determined using the average cost method, while market prices are determined by LCFS values, as reported by the 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. |
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. |
Convertible Debt | Convertible Debt In June 2016, the Company issued $152,000 aggregate principal amount of 4% convertible senior notes due 2036 (the "2036 Convertible Notes"). The Company may not elect to issue shares of common stock upon conversion of the 2036 Convertible Notes to the extent such election would result in the issuance of more than 19.99% of the common stock outstanding immediately before the issuance of the 2036 Convertible Notes until the Company receives stockholder approval for such issuance. As a result, the embedded conversion option is accounted for as an embedded derivative liability. This liability is recorded at fair value, and $32,546 and $32,718 fair value adjustments were recorded for the three and six months ended June 30, 2017 , respectively. The Company expects to continue marking the embedded conversion option to market unless and until shareholders authorize additional common shares. See "Note 7 - Debt" for a further description of the transaction. |
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 Condensed Consolidated Balance Sheets as intangible assets. |
New Accounting Standards | New Accounting Standards On February 25, 2016, the FASB issued ASU 2016-02, which introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in ASC 606, the FASB’s new revenue recognition standard (e.g., those related to evaluating when profit can be recognized). Furthermore, the ASU addresses other concerns related to the current leases model. The ASU is effective for annual periods beginning after December 15, 2018 and interim periods therein. The Company has started the process to compile and review all of its leases. While the Company is continuing to assess all potential impacts of the standard, the Company currently believes the most significant impact relates to its accounting for office, railcar and terminal operating leases. The Company plans to apply a modified retrospective transition approach to each applicable lease that exists at January 1, 2017 as well as leases entered after this date. In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration (Reporting Revenue Gross versus Net)" which clarifies how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The guidance also re-frames the indicators to focus on evidence that an entity is acting as a principal rather than an agent. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is evaluating the impact of this guidance, but does not expect it to have any material impact on its consolidated financial statements. In May 2016, the FASB issued ASU 2016-12, which amends certain aspects of the new revenue standard, ASU 2014-09. The amendments address issues such as collectability; presentation of sales tax and other similar taxes collected from customers; noncash consideration; contract modifications and completed contracts at transition; and transition technical correction. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company is evaluating the impact of this guidance, but does not expect it to have any material impact on its consolidated financial statements. Effective January 1, 2018, the Company will be required to adopt the new guidance of ASC Topic 606, Revenue from Contracts with Customers (Topic 606), which will supersede the revenue recognition requirements in ASC Topic 605, Revenue Recognition. Topic 606 requires the Company to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance requires the Company to apply the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the Company satisfies a performance obligation. The Company will be required to adopt Topic 606 either on a full retrospective basis to each prior reporting period presented or on a modified retrospective basis with the cumulative effect of initially applying the new guidance recognized at the date of initial application. The Company will adopt Topic 606 on a modified retrospective basis and will be required to provide additional disclosures of the amount by which each financial statement line item is affected in the current reporting period, as compared to the guidance that was in effect before the change, and an explanation of the reasons for significant changes. The adoption of this new guidance will require expanded disclosures in the Company’s consolidated financial statements. The Company has established a cross-functional implementation team consisting of representatives from all of its business segments. Initial impact assessment also indicates that the majority of the Company's contracts will continue to be recognized at a point in time and that the number of performance obligations and the accounting for variable consideration are not expected to be significantly different from current practice. On May 10, 2017, the FASB issued ASU 2017-09, which amends the scope of modification accounting for share-based payment arrangements. The ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. T he Company is evaluating the impact of this guidance on its consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information | The following pro forma condensed combined results of operations assume that the acquisition from Sanimax Energy was completed as of January 1, 2016. Three Months Three Months Six Months Six Months Revenues $ 535,103 $ 558,301 $ 953,996 $ 864,598 Net income (loss) (34,809 ) 7,516 (50,723 ) 679 Basic net income (loss) per share $ (0.89 ) $ 0.18 $ (1.30 ) $ 0.02 |
Sanimax Energy, LLC | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions | The following table summarizes the consideration paid for the acquisition from Sanimax Energy: March 15, 2016 Consideration at fair value for acquisition from Sanimax: Cash $ 12,541 Common stock 4,050 Contingent consideration 4,500 Total $ 21,091 The following table summarizes the fair values of the assets acquired at the acquisition date. March 15, 2016 Assets acquired from Sanimax Energy: Inventory $ 1,591 Property, plant and equipment 19,500 Net identifiable assets acquired $ 21,091 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following: June 30, 2017 December 31, 2016 Raw materials $ 44,935 $ 34,560 Work in process 3,579 3,775 Finished goods 86,492 107,073 Total $ 135,006 $ 145,408 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expense and Other Assets | Prepaid expense and other assets consist of the following: June 30, 2017 December 31, 2016 Commodity derivatives and related collateral, net $ 3,365 $ 7,127 Prepaid expenses 12,344 10,665 Deposits 4,822 2,897 RIN inventory 59,487 9,398 Taxes receivable 8,186 4,539 Other 952 1,646 Total $ 89,156 $ 36,272 |
Summary of Other Noncurrent Assets | Other noncurrent assets consist of the following: June 30, 2017 December 31, 2016 Spare parts inventory $ 2,854 $ 3,532 Catalysts 3,720 4,479 Deposits 381 2,392 Other 2,602 2,227 Total $ 9,557 $ 12,630 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Intangible assets | Intangible assets consist of the following: June 30, 2017 Cost Accumulated Amortization Net Weighted Average Remaining Life Raw material supply agreement $ 6,230 $ (2,194 ) $ 4,036 8.5 years Renewable hydrocarbon diesel technology 8,300 (1,706 ) 6,594 12.0 years Ground lease 200 (135 ) 65 4.4 years Acquired customer relationships 2,900 (541 ) 2,359 8.1 years In-process research and development 15,956 (709 ) 15,247 14.3 years Total intangible assets $ 33,586 $ (5,285 ) $ 28,301 December 31, 2016 Cost Accumulated Amortization Net Weighted Average Remaining Life Raw material supply agreement $ 6,230 $ (1,987 ) $ 4,243 9.0 years Renewable hydrocarbon diesel technology 8,300 (1,429 ) 6,871 12.5 years Ground lease 200 (127 ) 73 4.9 years Acquired customer relationships 2,900 (396 ) 2,504 8.6 years In-process research and development 15,956 (177 ) 15,779 14.8 years Total intangible assets $ 33,586 $ (4,116 ) $ 29,470 |
Estimated Amortization Expense | The estimated intangible asset amortization expense for the remainder of 2017 through 2023 and thereafter is as follows: July 1, 2017 through December 31, 2017 $ 1,183 2018 2,373 2019 2,379 2020 2,386 2021 2,392 2022 2,385 2023 and thereafter 15,203 Total $ 28,301 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Company's Borrowings | The Company’s debt is as follows: June 30, 2017 December 31, 2016 4.00% Convertible Senior Notes, $152,000 face amount, due in June 2036 $ 114,842 $ 113,446 2.75% Convertible Senior Notes, $73,838 face amount, due in June 2019 68,544 67,254 REG Danville term loan, secured, variable interest rate of LIBOR plus 4%, due in December 2017 7,100 8,163 REG Newton term loan, secured, variable interest rate of LIBOR plus 4%, due in December 2018 10,808 13,063 REG Mason City term loan, fixed interest rate of 5%, due in July 2019 1,751 2,659 REG Ames term loans, secured, fixed interest rates of 3.5% and 4.25%, due in January 2018 and December 2019, respectively 3,392 3,565 REG Grays Harbor term loan, variable interest of minimum of 3.5% or Prime Rate plus 0.25%, due in May 2022 8,467 9,273 Other 433 468 Total term debt before debt issuance costs 215,337 217,891 Less: Current portion of long-term debt 16,674 15,402 Less: Debt issuance costs (net of accumulated amortization of $2,846 and $2,396, respectively) 5,856 6,286 Total long-term debt $ 192,807 $ 196,203 |
Revolving Line of Credit | Lines of Credit June 30, 2017 December 31, 2016 Amount outstanding under lines of credit $ 69,247 $ 52,844 Maximum available to be borrowed under lines of credit $ 31,008 $ 100,237 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Financial Instruments by Balance Sheet Location | The following table sets forth the fair value of the Company's commodity contract derivatives and amounts that offset within the Condensed Consolidated Balance Sheets: June 30, 2017 December 31, 2016 Assets Liabilities Assets Liabilities Gross amounts of derivatives recognized at fair value $ 2,962 $ 2,045 $ 1,272 $ 3,511 Cash collateral 2,448 — 9,366 — Total gross amount recognized 5,410 2,045 10,638 3,511 Gross amounts offset (2,045 ) (2,045 ) (3,511 ) (3,511 ) Net amount reported in the condensed consolidated balance sheets $ 3,365 $ — $ 7,127 $ — |
Summary of Derivative Financial Instruments by Location of Gain (Loss) | The following table sets forth the commodity contract derivatives gains and (losses) included in the Condensed Consolidated Statements of Operations: Location of Gain (Loss) Three Months Three Months Six Months Six Months Commodity derivatives Cost of goods sold – Biomass-based diesel $ 9,758 $ (30,527 ) $ 18,047 $ (34,796 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets (Liabilities) Measured at Fair Value | A summary of assets (liabilities) measured at fair value is as follows: As of June 30, 2017 Total Level 1 Level 2 Level 3 Commodity contract derivatives $ 917 $ (135 ) $ 1,052 $ — Convertible debt conversion liability (59,818 ) — (59,818 ) — Contingent considerations for acquisitions (39,455 ) — — (39,455 ) $ (98,356 ) $ (135 ) $ (58,766 ) $ (39,455 ) As of December 31, 2016 Total Level 1 Level 2 Level 3 Commodity contract derivatives $ (2,239 ) $ (1,297 ) $ (942 ) $ — Convertible debt conversion liability (27,100 ) — (27,100 ) — Contingent considerations for acquisitions (46,568 ) — — (46,568 ) $ (75,907 ) $ (1,297 ) $ (28,042 ) $ (46,568 ) |
Liabilities Measured at Fair Value on a Recurring Basis | The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Contingent Consideration for Acquisitions 2017 2016 Balance at beginning of period, January 1 $ 46,568 $ 41,712 Fair value of contingent consideration at measurement date — 4,500 Change in estimates included in earnings 589 (15 ) Settlements (3,980 ) (581 ) Balance at end of period, March 31 43,177 45,616 Change in estimates included in earnings (24 ) 3,571 Settlements (3,698 ) (809 ) Balance at end of period, June 30 $ 39,455 $ 48,378 |
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 June 30, 2017 As of December 31, 2016 Asset (Liability) Fair Value Asset (Liability) Fair Value Financial liabilities: Debt and lines of credit $ (284,584 ) $ (277,500 ) $ (270,735 ) $ (264,267 ) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Dilutive Weighted Average Securities Were Excluded From the Calculation of Diluted Net Income (Loss) Per Share Attributable to Common Stockholders During the Periods | The following potentially dilutive weighted average securities were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders during the periods presented, as the effect was anti-dilutive: Three Months Three Months Six Months Six Months Options to purchase common stock — 87,026 — 87,026 Stock appreciation rights 1,297,282 2,251,132 1,446,618 2,422,353 2019 Convertible notes 5,567,112 9,302,579 5,567,112 10,070,399 2036 Convertible notes 14,106,725 4,495,550 14,106,725 2,247,775 Total 20,971,119 16,136,287 21,120,455 14,827,553 |
Calculation of Diluted Net Income (Loss) Per Share | The following table presents the calculation of diluted net loss per share: Three Months Three Months Six Months Six Months Net income (loss) attributable to the Company’s common stockholders - Basic $ (34,809 ) $ 7,445 $ (50,723 ) $ 676 Less: effect of participating securities — — — — Net income (loss) attributable to common stockholders - Dilutive $ (34,809 ) $ 7,445 $ (50,723 ) $ 676 Shares: Weighted-average shares used to compute basic net income per share 38,679,849 42,407,888 38,639,672 43,153,486 Adjustment to reflect stock appreciation right conversions — 10,953 — 5,115 Weighted-average shares used to compute diluted net income per share 38,679,849 42,418,841 38,639,672 43,158,601 Net income (loss) per share attributable to common stockholders: Diluted $ (0.90 ) $ 0.18 $ (1.31 ) $ 0.02 |
Reportable Segments and Geogr31
Reportable Segments and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment for the Results of Operations | The following table represents the significant items by reportable segment: Three Months Three Months Six Months Six Months Net revenues: Biomass-based Diesel (includes REG Germany's net sales of $41,473 and $95,025 for the three and six months ended June 30, 2017, respectively, and $45,748 and $82,667 for the three and six months ended June 30, 2016, respectively) $ 532,527 $ 539,631 $ 922,632 $ 824,669 Services 20,922 21,396 43,755 42,133 Renewable Chemicals 1,002 1,000 1,830 1,000 Corporate and Other 39,366 23,643 77,138 40,632 Intersegment revenues (58,714 ) (27,369 ) (91,359 ) (52,262 ) $ 535,103 $ 558,301 $ 953,996 $ 856,172 Income (loss) before income taxes: Biomass-based Diesel (includes REG Germany's income (loss) of ($2,092) and ($1,332) for the three and six months ended June 30, 2017, respectively and $1,183 and $1,616 for the three and six months ended June 30, 2016, respectively) $ 4,323 $ (3,591 ) $ (6,392 ) $ 1,546 Services (267 ) 1,261 (377 ) 1,834 Renewable Chemicals (4,828 ) (3,924 ) (9,835 ) (8,605 ) Corporate and Other (32,077 ) 15,264 (31,084 ) 8,075 $ (32,849 ) $ 9,010 $ (47,688 ) $ 2,850 Depreciation and amortization expense, net: Biomass-based Diesel (includes REG Germany's amounts of $788 and $1,474 for the three and six months ended June 30, 2017, respectively and $594 and $1,445 for the three and six months ended June 30, 2016, respectively) $ 7,830 $ 7,140 $ 15,570 $ 14,068 Services 251 117 482 213 Renewable Chemicals 384 368 769 782 Corporate and Other 508 392 1,015 789 $ 8,973 $ 8,017 $ 17,836 $ 15,852 Cash paid for purchases of property, plant and equipment: Biomass-based Diesel (includes REG Germany's amounts of $1,227 and $2,395 for the three and six months ended June 30, 2017, respectively, and $374 and $374 for the three and six months ended June 30, 2016, respectively) $ 13,517 $ 11,895 $ 29,398 $ 25,499 Services 938 — 1,520 1,166 Renewable Chemicals — 619 7 619 Corporate and Other 946 183 1,112 183 $ 15,401 $ 12,697 $ 32,037 $ 27,467 June 30, 2017 December 31, 2016 Goodwill: Services $ 16,080 $ 16,080 Assets: Biomass-based Diesel (including REG Germany's assets of $58,039 and $54,646, respectively) $ 964,373 $ 1,026,349 Services 49,941 53,823 Renewable Chemicals 22,330 22,883 Corporate and Other 309,764 299,825 Intersegment eliminations (285,893 ) (266,277 ) $ 1,060,515 $ 1,136,603 |
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. Three Months Three Months Six Months Six Months Net revenues: United States $ 477,769 $ 512,553 $ 843,110 $ 773,505 Germany 41,473 45,748 $ 95,025 82,667 Other Foreign 15,861 — 15,861 — Non-United States 57,334 45,748 110,886 82,667 $ 535,103 $ 558,301 $ 953,996 $ 856,172 June 30, 2017 December 31, 2016 Long-lived assets: United States $ 593,247 $ 580,868 Foreign 21,637 18,606 $ 614,884 $ 599,474 |
Basis of Presentation and Nat32
Basis of Presentation and Nature of the Business (Details) $ in Thousands, gal in Millions | 3 Months Ended | 6 Months Ended | 30 Months Ended | ||||
Jun. 30, 2017USD ($)gal | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)facilitygal | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)gal | Dec. 31, 2016USD ($) | Mar. 15, 2016gal | |
Class of Stock [Line Items] | |||||||
Number of biorefineries | 14 | ||||||
Number of operating biomass-based diesel production facilities | 13 | ||||||
Production capacity per year | gal | 502 | 502 | 502 | ||||
Number of feedstock processing facilities | 1 | ||||||
Number of multi-feedstock capable plants | 10 | ||||||
BTC Revenue | $ | $ 10,821 | $ 97,153 | $ 27,762 | $ 155,554 | |||
Deferred revenue | $ | $ 402 | 402 | $ 402 | $ 27,246 | |||
Biodiesel Mixture Excise Tax Credit | |||||||
Class of Stock [Line Items] | |||||||
BTC Revenue | $ | $ 26,743 | $ 85,779 | |||||
Deferred revenue | $ | $ 26,897 | ||||||
Sanimax Energy, LLC | |||||||
Class of Stock [Line Items] | |||||||
Production capacity per year | gal | 20 | 20 | 20 | 20 | |||
North America | |||||||
Class of Stock [Line Items] | |||||||
Number of biorefineries | 12 | ||||||
Europe | |||||||
Class of Stock [Line Items] | |||||||
Number of biorefineries | 2 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 30 Months Ended | |||||
Jun. 30, 2017USD ($)a | Jun. 30, 2017USD ($)a | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)arenewable_identification_number | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)a | Aug. 04, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 02, 2016USD ($) | |
Business Acquisition [Line Items] | |||||||||
Biomass-based diesel government incentives | $ 10,821,000 | $ 97,153,000 | $ 27,762,000 | $ 155,554,000 | |||||
Accounts receivable, net | $ 66,920,000 | $ 66,920,000 | $ 66,920,000 | $ 66,920,000 | $ 164,949,000 | ||||
Estimated impaired fixed assets | $ 1,846,000 | ||||||||
Adjacent land purchased | a | 61 | 61 | 61 | 61 | |||||
Payments for land acquisition | $ 20,000,000 | ||||||||
Lease Termination Loss | $ 3,967,000 | ||||||||
Change in fair value of convertible debt conversion liability | 32,546,000 | $ 32,718,000 | (13,432,000) | ||||||
In-process research and development | |||||||||
Business Acquisition [Line Items] | |||||||||
Useful life | 15 years | ||||||||
2036 Convertible Notes | Convertible Notes | |||||||||
Business Acquisition [Line Items] | |||||||||
Face amount | $ 152,000,000 | $ 152,000,000 | $ 152,000,000 | ||||||
Interest rate | 4.00% | 4.00% | 4.00% | ||||||
Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
RINs per gallon | renewable_identification_number | 1.5 | ||||||||
Allowed RINs per gallon | renewable_identification_number | 0 | ||||||||
Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
RINs per gallon | renewable_identification_number | 1.7 | ||||||||
Allowed RINs per gallon | renewable_identification_number | 2.5 | ||||||||
Biodiesel Mixture Excise Tax Credit | |||||||||
Business Acquisition [Line Items] | |||||||||
Biomass-based diesel government incentives | $ 26,743,000 | $ 85,779,000 | |||||||
Accounts receivable, net | $ 3,487,000 | $ 3,487,000 | $ 3,487,000 | $ 3,487,000 | $ 89,266,000 | ||||
Subsequent Event | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated insurance recoveries | $ 5,000,000 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) $ in Thousands, gal in Millions | Mar. 15, 2016USD ($)sharesgal | Jun. 30, 2017USD ($)gal | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||
Production capacity per year | gal | 502 | ||
Long-term contingent consideration for acquisitions | $ 16,625 | $ 28,931 | |
Sanimax Energy, LLC | |||
Business Acquisition [Line Items] | |||
Production capacity per year | gal | 20 | 20 | |
Shares of common stock issued (in shares) | shares | 500,000 | ||
Long-term contingent consideration for acquisitions | $ 5,000 | $ 2,940 | |
Earnout payment period | 7 years | ||
Maximum Earnout Payment per year | $ 1,700 | ||
Current contingent liability | $ 921 |
Acquisitions (Details)
Acquisitions (Details) - Sanimax Energy, LLC $ in Thousands | Mar. 15, 2016USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 12,541 |
Common stock | 4,050 |
Contingent consideration | 4,500 |
Total | 21,091 |
Assets acquired from Sanimax Energy: | |
Inventory | 1,591 |
Property, plant and equipment | 19,500 |
Net identifiable assets acquired | $ 21,091 |
Acquisitions (Pro Forma) (Detai
Acquisitions (Pro Forma) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Business Combinations [Abstract] | ||||
Revenues | $ 535,103 | $ 558,301 | $ 953,996 | $ 864,598 |
Net income (loss) | $ (34,809) | $ 7,516 | $ (50,723) | $ 679 |
Basic net income (loss) per share (in dollars per share) | $ (0.89) | $ 0.18 | $ (1.30) | $ 0.02 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Inventories | ||
Raw materials | $ 44,935 | $ 34,560 |
Work in process | 3,579 | 3,775 |
Finished goods | 86,492 | 107,073 |
Total | $ 135,006 | $ 145,408 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Summary of prepaid expense and other assets | ||
Commodity derivatives and related collateral, net | $ 3,365 | $ 7,127 |
Prepaid expenses | 12,344 | 10,665 |
Deposits | 4,822 | 2,897 |
RIN inventory | 59,487 | 9,398 |
Taxes receivable | 8,186 | 4,539 |
Other | 952 | 1,646 |
Total | $ 89,156 | $ 36,272 |
Other Assets (Details Textual)
Other Assets (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Other Assets [Abstract] | ||
Inventory reduced to lower of cost or market | $ 176 | $ 612 |
Other Assets (Details 1)
Other Assets (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Spare parts inventory | $ 2,854 | $ 3,532 |
Catalysts | 3,720 | 4,479 |
Deposits | 381 | 2,392 |
Other | 2,602 | 2,227 |
Total | $ 9,557 | $ 12,630 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 33,586 | $ 33,586 |
Accumulated Amortization | (5,285) | (4,116) |
Net | 28,301 | 29,470 |
Raw material supply agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 6,230 | 6,230 |
Accumulated Amortization | (2,194) | (1,987) |
Net | $ 4,036 | $ 4,243 |
Weighted Average Remaining Life | 8 years 6 months | 9 years |
Renewable hydrocarbon diesel technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 8,300 | $ 8,300 |
Accumulated Amortization | (1,706) | (1,429) |
Net | $ 6,594 | $ 6,871 |
Weighted Average Remaining Life | 12 years | 12 years 6 months |
Ground lease | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 200 | $ 200 |
Accumulated Amortization | (135) | (127) |
Net | $ 65 | $ 73 |
Weighted Average Remaining Life | 4 years 4 months 24 days | 4 years 10 months 24 days |
Acquired customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 2,900 | $ 2,900 |
Accumulated Amortization | (541) | (396) |
Net | $ 2,359 | $ 2,504 |
Weighted Average Remaining Life | 8 years 1 month | 8 years 7 months |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 15,956 | $ 15,956 |
Accumulated Amortization | (709) | (177) |
Net | $ 15,247 | $ 15,779 |
Weighted Average Remaining Life | 14 years 4 months | 14 years 10 months |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible amortization expense | $ 585 | $ 323 | $ 1,169 | $ 640 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Estimated amortization expense | ||
July 1, 2017 through December 31, 2017 | $ 1,183 | |
2,018 | 2,373 | |
2,019 | 2,379 | |
2,020 | 2,386 | |
2,021 | 2,392 | |
2,022 | 2,385 | |
2023 and thereafter | 15,203 | |
Net | $ 28,301 | $ 29,470 |
Debt (Details)
Debt (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Line of Credit Facility [Line Items] | ||
Accumulated amortization on debt issuance costs | $ 2,846,000 | $ 2,396,000 |
Company's borrowings | ||
Total term debt before debt issuance costs | 215,337,000 | 217,891,000 |
Less: Current portion of long-term debt | 16,674,000 | 15,402,000 |
Less: Debt issuance costs (net of accumulated amortization of $2,846 and $2,396, respectively) | 5,856,000 | 6,286,000 |
Total long-term debt | $ 192,807,000 | 196,203,000 |
4.00% Convertible Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 4.00% | |
Face amount | $ 152,000,000 | |
Company's borrowings | ||
Total term debt before debt issuance costs | $ 114,842,000 | 113,446,000 |
2.75% Convertible Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 2.75% | |
Face amount | $ 73,838,000 | |
Company's borrowings | ||
Total term debt before debt issuance costs | $ 68,544,000 | 67,254,000 |
REG Danville term loan | ||
Line of Credit Facility [Line Items] | ||
Description of variable rate basis | LIBOR plus 4% per annum | |
Company's borrowings | ||
Total term debt before debt issuance costs | $ 7,100,000 | 8,163,000 |
REG Danville term loan | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 4.00% | |
REG Newton term loan | ||
Line of Credit Facility [Line Items] | ||
Description of variable rate basis | LIBOR plus 4% per annum | |
Company's borrowings | ||
Total term debt before debt issuance costs | $ 10,808,000 | 13,063,000 |
REG Newton term loan | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 4.00% | |
REG Mason City term loan | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 5.00% | |
Company's borrowings | ||
Total term debt before debt issuance costs | $ 1,751,000 | 2,659,000 |
REG Ames term loans | ||
Company's borrowings | ||
Total term debt before debt issuance costs | $ 3,392,000 | 3,565,000 |
REG Ames term loans | Minimum | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 3.50% | |
REG Ames term loans | Maximum | ||
Line of Credit Facility [Line Items] | ||
Interest rate | 4.25% | |
REG Grays Harbor term loan | ||
Line of Credit Facility [Line Items] | ||
Description of variable rate basis | Prime Rate plus 0.25% | |
Basis spread on variable rate | 3.50% | |
Company's borrowings | ||
Total term debt before debt issuance costs | $ 8,467,000 | 9,273,000 |
REG Grays Harbor term loan | Prime Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.25% | |
Other | ||
Company's borrowings | ||
Total term debt before debt issuance costs | $ 433,000 | $ 468,000 |
Debt (Details Textual)
Debt (Details Textual) | Jun. 02, 2016USD ($)$ / shares | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Apr. 19, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 16, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||
Convertible debt conversion liability | $ 59,818,000 | $ 59,818,000 | $ 27,100,000 | |||||
Gain (loss) on remeasurement of convertible debt conversion liability | (32,546,000) | $ 13,432,000 | (32,718,000) | $ 13,432,000 | ||||
Debt liability component | 215,337,000 | 215,337,000 | 217,891,000 | |||||
Convertible Notes | 2036 Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 152,000,000 | $ 152,000,000 | $ 152,000,000 | |||||
Interest rate | 4.00% | 4.00% | 4.00% | |||||
Percentage of convertible senior notes principal required for repurchase | 100.00% | |||||||
Initial conversion rate | 92.8074 | |||||||
Initial conversion price (in dollars per share) | $ / shares | $ 10.78 | |||||||
Net proceeds from debt issuance | $ 147,118,000 | |||||||
Fees and offering expenses | 4,882,000 | |||||||
Convertible debt conversion liability | 40,145,000 | 59,818,000 | 59,818,000 | |||||
Gain (loss) on remeasurement of convertible debt conversion liability | (32,718,000) | (32,546,000) | ||||||
Debt liability component | 111,855,000 | |||||||
Debt discount | $ 40,145,000 | |||||||
Effective interest rate | 2.45% | |||||||
Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 73,838,000 | $ 73,838,000 | ||||||
Interest rate | 2.75% | 2.75% | ||||||
Debt liability component | $ 68,544,000 | $ 68,544,000 | $ 67,254,000 | |||||
REG Ralston Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 20,000,000 | |||||||
REG Ralston Term Loan | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Bankers Trust Company | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit | $ 30,000,000 | |||||||
BNP Master Banking Facility Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit | $ 25,000,000 | $ 25,000,000 | ||||||
BNP Master Banking Facility Agreement | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 2.14% | 2.14% | ||||||
BNP Master Banking Facility Agreement | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate | 2.50% | 2.50% |
Debt (Details 1)
Debt (Details 1) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Amount outstanding under lines of credit | $ 69,247 | $ 52,844 |
Maximum available to be borrowed under lines of credit | $ 31,008 | $ 100,237 |
Derivative Instruments (Details
Derivative Instruments (Details Textual) lb in Millions, gal in Millions | 6 Months Ended |
Jun. 30, 2017lbgal | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Heating oil covered under the open commodity derivative contracts (in gallons) | gal | 73 |
Soybean oil covered under the open commodity derivative contracts (in pounds) | lb | 6 |
Derivative Instruments (Detai48
Derivative Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets | ||
Gross amounts of derivatives recognized at fair value | $ 2,962 | $ 1,272 |
Cash collateral | 2,448 | 9,366 |
Total gross amount recognized | 5,410 | 10,638 |
Gross amounts offset | (2,045) | (3,511) |
Net amount reported in the condensed consolidated balance sheets | 3,365 | 7,127 |
Liabilities | ||
Gross amounts of derivatives recognized at fair value | 2,045 | 3,511 |
Cash collateral | 0 | 0 |
Total gross amount recognized | 2,045 | 3,511 |
Gross amounts offset | (2,045) | (3,511) |
Net amount reported in the condensed consolidated balance sheets | $ 0 | $ 0 |
Derivative Instruments (Detai49
Derivative Instruments (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
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 | $ 9,758 | $ (30,527) | $ 18,047 | $ (34,796) |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | $ (98,356) | $ (75,907) |
Level 1 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | (135) | (1,297) |
Level 2 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | (58,766) | (28,042) |
Level 3 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | (39,455) | (46,568) |
Commodity contract derivatives | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 917 | (2,239) |
Commodity contract derivatives | Level 1 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | (135) | (1,297) |
Commodity contract derivatives | Level 2 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 1,052 | (942) |
Commodity contract derivatives | Level 3 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | 0 |
Convertible debt conversion liability | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | (59,818) | (27,100) |
Convertible debt conversion liability | Level 1 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | 0 |
Convertible debt conversion liability | Level 2 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | (59,818) | (27,100) |
Convertible debt conversion liability | Level 3 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | 0 |
Contingent considerations for acquisitions | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | (39,455) | (46,568) |
Contingent considerations for acquisitions | Level 1 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | 0 |
Contingent considerations for acquisitions | Level 2 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | 0 | 0 |
Contingent considerations for acquisitions | Level 3 | ||
Assets (liabilities) measured at fair value | ||
Assets (liabilities), fair value | $ (39,455) | $ (46,568) |
Fair Value Measurement (Detai51
Fair Value Measurement (Details 1) - Contingent Consideration for Acquisitions - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 43,177 | $ 46,568 | $ 45,616 | $ 41,712 |
Fair value of contingent consideration at measurement date | 0 | 4,500 | ||
Change in estimates included in earnings | (24) | 589 | 3,571 | (15) |
Settlements | (3,698) | (3,980) | (809) | (581) |
Ending balance | $ 39,455 | $ 43,177 | $ 48,378 | $ 45,616 |
Fair Value Measurement (Detai52
Fair Value Measurement (Details 2) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Asset (Liability) Carrying Amount | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt and lines of credit | $ (284,584) | $ (270,735) |
Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt and lines of credit | $ (277,500) | $ (264,267) |
Fair Value Measurement (Detai53
Fair Value Measurement (Details Textual) | 6 Months Ended |
Jun. 30, 2017 | |
Minimum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value inputs, discount rate | 5.80% |
Maximum | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value inputs, discount rate | 10.00% |
REG Life Sciences | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value inputs, discount rate | 8.00% |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 20,971,119 | 16,136,287 | 21,120,455 | 14,827,553 |
Stock appreciation rights | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 1,297,282 | 2,251,132 | 1,446,618 | 2,422,353 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 0 | 87,026 | 0 | 87,026 |
2019 Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 5,567,112 | 9,302,579 | 5,567,112 | 10,070,399 |
2036 Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total (in shares) | 14,106,725 | 4,495,550 | 14,106,725 | 2,247,775 |
Net Income (Loss) Per Share (55
Net Income (Loss) Per Share (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON STOCKHOLDERS | $ (34,809) | $ 7,445 | $ (50,723) | $ 676 |
Less: effect of participating securities | 0 | 0 | 0 | 0 |
Net income (loss) attributable to common stockholders - Dilutive | $ (34,809) | $ 7,445 | $ (50,723) | $ 676 |
Shares: | ||||
Weighted-average shares used to compute basic net income per share (in shares) | 38,679,849 | 42,407,888 | 38,639,672 | 43,153,486 |
Adjustment to reflect stock appreciation right conversions (in shares) | 0 | 10,953 | 0 | 5,115 |
Weighted-average shares used to compute diluted net income per share (in shares) | 38,679,849 | 42,418,841 | 38,639,672 | 43,158,601 |
Net income (loss) per share attributable to common stockholders: | ||||
Diluted (in dollars per share) | $ (0.90) | $ 0.18 | $ (1.31) | $ 0.02 |
Reportable Segments and Geogr56
Reportable Segments and Geographic Information (Details Textual) | 6 Months Ended |
Jun. 30, 2017segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Reportable Segments and Geogr57
Reportable Segments and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Net revenues | $ 535,103 | $ 558,301 | $ 953,996 | $ 856,172 | |
Income (loss) before income taxes | (32,849) | 9,010 | (47,688) | 2,850 | |
Depreciation and amortization expense, net | 8,973 | 8,017 | 17,836 | 15,852 | |
Cash paid for purchases of property, plant and equipment | 15,401 | 12,697 | 32,037 | 27,467 | |
Goodwill | 16,080 | 16,080 | $ 16,080 | ||
Assets | 1,060,515 | 1,060,515 | 1,136,603 | ||
Intersegment | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | (58,714) | (27,369) | (91,359) | (52,262) | |
Assets | (285,893) | (285,893) | (266,277) | ||
Biomass-based Diesel | Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 532,527 | 539,631 | 922,632 | 824,669 | |
Income (loss) before income taxes | 4,323 | (3,591) | (6,392) | 1,546 | |
Depreciation and amortization expense, net | 7,830 | 7,140 | 15,570 | 14,068 | |
Cash paid for purchases of property, plant and equipment | 13,517 | 11,895 | 29,398 | 25,499 | |
Assets | 964,373 | 964,373 | 1,026,349 | ||
Biomass-based Diesel | Segments | REG Germany | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 41,473 | 45,748 | 95,025 | 82,667 | |
Income (loss) before income taxes | (2,092) | 1,183 | (1,332) | 1,616 | |
Depreciation and amortization expense, net | 788 | 594 | 1,474 | 1,445 | |
Cash paid for purchases of property, plant and equipment | 1,227 | 374 | 2,395 | 374 | |
Assets | 58,039 | 58,039 | 54,646 | ||
Services | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill | 16,080 | 16,080 | 16,080 | ||
Services | Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 20,922 | 21,396 | 43,755 | 42,133 | |
Income (loss) before income taxes | (267) | 1,261 | (377) | 1,834 | |
Depreciation and amortization expense, net | 251 | 117 | 482 | 213 | |
Cash paid for purchases of property, plant and equipment | 938 | 0 | 1,520 | 1,166 | |
Assets | 49,941 | 49,941 | 53,823 | ||
Renewable Chemicals | Segments | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 1,002 | 1,000 | 1,830 | 1,000 | |
Income (loss) before income taxes | (4,828) | (3,924) | (9,835) | (8,605) | |
Depreciation and amortization expense, net | 384 | 368 | 769 | 782 | |
Cash paid for purchases of property, plant and equipment | 0 | 619 | 7 | 619 | |
Assets | 22,330 | 22,330 | 22,883 | ||
Corporate and Other | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 39,366 | 23,643 | 77,138 | 40,632 | |
Income (loss) before income taxes | (32,077) | 15,264 | (31,084) | 8,075 | |
Depreciation and amortization expense, net | 508 | 392 | 1,015 | 789 | |
Cash paid for purchases of property, plant and equipment | 946 | $ 183 | 1,112 | $ 183 | |
Assets | $ 309,764 | $ 309,764 | $ 299,825 |
Reportable Segments and Geogr58
Reportable Segments and Geographic Information (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net revenues | $ 535,103 | $ 558,301 | $ 953,996 | $ 856,172 | |
Long-lived assets | 614,884 | 614,884 | $ 599,474 | ||
United States | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net revenues | 477,769 | 512,553 | 843,110 | 773,505 | |
Long-lived assets | 593,247 | 593,247 | 580,868 | ||
Germany | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net revenues | 41,473 | 45,748 | 95,025 | 82,667 | |
Other Foreign | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net revenues | 15,861 | 0 | 15,861 | 0 | |
Long-lived assets | 21,637 | 21,637 | $ 18,606 | ||
Non-United States | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Net revenues | $ 57,334 | $ 45,748 | $ 110,886 | $ 82,667 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) | 1 Months Ended | |
Jul. 31, 2017 | Jul. 28, 2017 | |
Subsequent Event [Line Items] | ||
Proceeds from business interruption insurance | $ 7,636,000 | |
REG Danville term loan | ||
Subsequent Event [Line Items] | ||
Face amount | $ 12,500,000 |