Document and Entity Information
| Document and Entity Information - shares | 6 Months Ended | |
| Jun. 30, 2019 | Aug. 06, 2019 | |
| Document And Entity Information | ||
| Entity Registrant Name | Pacific Ethanol, Inc. | |
| Entity Central Index Key | 0000778164 | |
| Document Type | 10-Q | |
| Document Period End Date | Jun. 30, 2019 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Incorporation, State or Country Code | DE | |
| Entity File Number | 000-21467 | |
| Entity Interactive Data Current | Yes | |
| Entity Reporting Status Current | Yes | |
| Entity Emerging Growth Company | false | |
| Entity Ex Transition Period | false | |
| Entity Filer Category | Accelerated Filer | |
| Entity Small Business | true | |
| Entity Shell Company | false | |
| Entity Common Stock, Shares Outstanding | 49,771,412 | |
| Document Fiscal Period Focus | Q2 | |
| Document Fiscal Year Focus | 2019 |
CONSOLIDATED BALANCE SHEETS (un
| CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | [1] |
| Current Assets: | |||
| Cash and cash equivalents | $ 16,513 | $ 26,627 | |
| Accounts receivable, net (net of allowance for doubtful accounts of $39 and $12, respectively) | 68,014 | 67,636 | |
| Inventories | 77,490 | 57,820 | |
| Prepaid inventory | 3,262 | 3,090 | |
| Income tax receivable | 612 | 612 | |
| Derivative instruments | 5,437 | 1,765 | |
| Other current assets | 3,131 | 11,254 | |
| Total current assets | 174,459 | 168,804 | |
| Property and equipment, net | 462,534 | 482,657 | |
| Other Assets: | |||
| Right of use operating lease assets, net | 40,177 | ||
| Intangible assets | 2,678 | 2,678 | |
| Other assets | 5,972 | 5,842 | |
| Total other assets | 48,827 | 8,520 | |
| Total Assets | 685,820 | 659,981 | |
| Current Liabilities: | |||
| Accounts payable - trade | 45,093 | 48,176 | |
| Accrued liabilities | 18,718 | 23,421 | |
| Current portion - operating leases | 7,272 | ||
| Current portion - long-term debt | 143,379 | 146,671 | |
| Derivative instruments | 684 | 6,309 | |
| Other current liabilities | 11,194 | 7,282 | |
| Total current liabilities | 226,340 | 231,859 | |
| Long-term debt, net of current portion | 102,747 | 84,767 | |
| Operating leases, net of current portion | 31,517 | ||
| Assessment financing | 9,342 | 9,342 | |
| Other liabilities | 14,554 | 14,648 | |
| Total Liabilities | 384,500 | 340,616 | |
| Commitments and Contingencies (Note 7) | |||
| Pacific Ethanol, Inc. Stockholders' Equity: | |||
| Common stock, $0.001 par value; 300,000 shares authorized; 49,838 and 45,771 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | 50 | 46 | |
| Non-voting common stock, $0.001 par value; 3,553 shares authorized; 1 share issued and outstanding as of June 30, 2019 and December 31, 2018, respectively | |||
| Additional paid-in capital | 937,208 | 932,179 | |
| Accumulated other comprehensive loss | (2,459) | (2,459) | |
| Accumulated deficit | (651,163) | (630,000) | |
| Total Pacific Ethanol, Inc. Stockholders' Equity | 283,637 | 299,767 | |
| Noncontrolling interests | 17,683 | 19,598 | |
| Total Stockholders' Equity | 301,320 | 319,365 | |
| Total Liabilities and Stockholders' Equity | 685,820 | 659,981 | |
| Series A Preferred Stock [Member] | |||
| Pacific Ethanol, Inc. Stockholders' Equity: | |||
| Preferred stock, value | |||
| Series B Preferred Stock [Member] | |||
| Pacific Ethanol, Inc. Stockholders' Equity: | |||
| Preferred stock, value | $ 1 | $ 1 | |
| [1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2018. | ||
CONSOLIDATED BALANCE SHEETS (_2
| CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
| Accounts receivable, net of allowance | $ 39 | $ 12 |
| Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
| Preferred stock, authorized | 10,000 | 10,000 |
| Common stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
| Common stock, authorized | 300,000 | 300,000 |
| Common stock, issued | 49,838 | 45,771 |
| Common stock, outstanding | 49,838 | 45,771 |
| Series A Preferred Stock [Member] | ||
| Preferred stock, authorized | 1,684 | 1,684 |
| Preferred stock, issued | ||
| Preferred stock, outstanding | ||
| Series B Preferred Stock [Member] | ||
| Preferred stock, authorized | 1,581 | 1,581 |
| Preferred stock, issued | 927 | 927 |
| Preferred stock, outstanding | 927 | 927 |
| Liquidation preference | $ 18,075 | |
| Non-Voting Common Stock [Member] | ||
| Common stock, par value (in dollars per shares) | $ 0.001 | $ 0.001 |
| Common stock, authorized | 3,553 | 3,553 |
| Common stock, issued | 1 | 1 |
| Common stock, outstanding | 1 | 1 |
CONSOLIDATED STATEMENTS OF OPER
| CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
| Income Statement [Abstract] | ||||
| Net sales | $ 346,301 | $ 410,522 | $ 702,104 | $ 810,549 |
| Cost of goods sold | 342,330 | 411,795 | 700,422 | 808,460 |
| Gross profit (loss) | 3,971 | (1,273) | 1,682 | 2,089 |
| Selling, general and administrative expenses | 6,708 | 8,898 | 14,943 | 18,213 |
| Loss from operations | (2,737) | (10,171) | (13,261) | (16,124) |
| Interest expense, net | (5,115) | (4,177) | (9,851) | (8,682) |
| Other income (expense), net | (438) | (256) | 661 | 142 |
| Loss before benefit for income taxes | (8,290) | (14,604) | (22,451) | (24,664) |
| Benefit for income taxes | 563 | |||
| Consolidated net loss | (8,290) | (14,604) | (22,451) | (24,101) |
| Net loss attributed to noncontrolling interests | 644 | 1,696 | 1,915 | 3,352 |
| Net loss attributed to Pacific Ethanol, Inc. | (7,646) | (12,908) | (20,536) | (20,749) |
| Preferred stock dividends | (315) | (315) | (627) | (627) |
| Net loss available to common stockholders | $ (7,961) | $ (13,223) | $ (21,163) | $ (21,376) |
| Net loss per share, basic and diluted (in dollars per share) | $ (0.17) | $ (0.31) | $ (0.45) | $ (0.50) |
| Weighted-average shares outstanding, basic and diluted (in shares) | 47,771 | 43,285 | 46,651 | 43,098 |
CONSOLIDATED STATEMENTS OF CASH
| CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | ||
| Operating Activities: | |||
| Consolidated net loss | $ (22,451) | $ (24,101) | |
| Adjustments to reconcile consolidated net loss to net cash provided by (used in) operating activities: | |||
| Depreciation and amortization of intangibles | 23,915 | 20,418 | |
| Deferred income taxes | (563) | ||
| Amortization of debt discount | 357 | 357 | |
| Amortization of deferred financing fees | 272 | 608 | |
| Non-cash compensation | 1,518 | 1,695 | |
| (Gain) loss on derivative instruments | (4,885) | 3,370 | |
| Bad debt expense | 27 | 45 | |
| Changes in operating assets and liabilities: | |||
| Accounts receivable | 913 | 7,781 | |
| Inventories | (19,670) | (5,755) | |
| Prepaid expenses and other assets | 7,994 | (1,437) | |
| Prepaid inventory | (172) | 1,485 | |
| Operating leases | (5,169) | ||
| Accounts payable and accrued expenses | (8,403) | 1,003 | |
| Net cash provided by (used in) operating activities | (25,754) | 4,906 | |
| Investing Activities: | |||
| Additions to property and equipment | (1,536) | (7,340) | |
| Net cash used in investing activities | (1,536) | (7,340) | |
| Financing Activities: | |||
| Net proceeds from Kinergy's line of credit | 20,881 | 22,551 | |
| Proceeds from issuance of common stock | 3,670 | ||
| Proceeds from assessment financing | 728 | ||
| Principal payments on borrowings | (6,748) | (6,500) | |
| Payments on capital leases | (626) | ||
| Preferred stock dividends paid | (627) | (627) | |
| Net cash provided by financing activities | 17,176 | 15,526 | |
| Net change in cash and cash equivalents | (10,114) | 13,092 | |
| Cash and cash equivalents at beginning of period | 26,627 | [1] | 49,489 |
| Cash and cash equivalents at end of period | 16,513 | 62,581 | |
| Supplemental Cash Flow Information: | |||
| Interest paid | 9,088 | 7,598 | |
| Income tax refunds received | 168 | ||
| Noncash financing and investing activities: | |||
| Initial right of use assets and liabilities recorded under ASC 842 | $ 43,753 | ||
| [1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2018. | ||
CONSOLIDATED STATEMENTS OF STOC
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accum.Other Comprehensive Income (Loss) [Member] | Non-Controlling Interests [Member] | Total | |
| Balance at Beginning at Dec. 31, 2017 | $ 1 | $ 44 | $ 927,090 | $ (568,462) | $ (2,234) | $ 27,261 | $ 383,700 | |
| Balance at Beginning (in shares) at Dec. 31, 2017 | 927 | 43,986 | ||||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Stock-based compensation expense - restricted stock issued to employees and directors, net of cancellations and tax | 735 | 735 | ||||||
| Stock-based compensation expense - restricted stock issued to employees and directors, net of cancellations and tax (in shares) | (31) | |||||||
| Preferred stock dividends | (312) | (312) | ||||||
| Net loss | (7,841) | (1,656) | (9,497) | |||||
| Balance at End at Mar. 31, 2018 | $ 1 | $ 44 | 927,825 | (576,615) | (2,234) | 25,605 | 374,626 | |
| Balance at End (in shares) at Mar. 31, 2018 | 927 | 43,955 | ||||||
| Balance at Beginning at Dec. 31, 2017 | $ 1 | $ 44 | 927,090 | (568,462) | (2,234) | 27,261 | 383,700 | |
| Balance at Beginning (in shares) at Dec. 31, 2017 | 927 | 43,986 | ||||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Preferred stock dividends | (627) | |||||||
| Net loss | (24,101) | |||||||
| Balance at End at Jun. 30, 2018 | $ 1 | $ 45 | 928,378 | (589,838) | (2,234) | 23,909 | 360,261 | |
| Balance at End (in shares) at Jun. 30, 2018 | 927 | 44,961 | ||||||
| Balance at Beginning at Mar. 31, 2018 | $ 1 | $ 44 | 927,825 | (576,615) | (2,234) | 25,605 | 374,626 | |
| Balance at Beginning (in shares) at Mar. 31, 2018 | 927 | 43,955 | ||||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Stock-based compensation expense - restricted stock issued to employees and directors, net of cancellations and tax | $ 1 | 553 | 554 | |||||
| Stock-based compensation expense - restricted stock issued to employees and directors, net of cancellations and tax (in shares) | 1,006 | |||||||
| Preferred stock dividends | (315) | (315) | ||||||
| Net loss | (12,908) | (1,696) | (14,604) | |||||
| Balance at End at Jun. 30, 2018 | $ 1 | $ 45 | 928,378 | (589,838) | (2,234) | 23,909 | 360,261 | |
| Balance at End (in shares) at Jun. 30, 2018 | 927 | 44,961 | ||||||
| Balance at Beginning at Dec. 31, 2018 | $ 1 | $ 46 | 932,179 | (630,000) | (2,459) | 19,598 | 319,365 | [1] |
| Balance at Beginning (in shares) at Dec. 31, 2018 | 927 | 45,771 | ||||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Stock-based compensation expense - restricted stock issued to employees and directors, net of cancellations and tax | 797 | 797 | ||||||
| Stock-based compensation expense - restricted stock issued to employees and directors, net of cancellations and tax (in shares) | (24) | |||||||
| Issuances of common stock | $ 3 | 3,667 | 3,670 | |||||
| Issuances of common stock (in shares) | 3,137 | |||||||
| Preferred stock dividends | (312) | (312) | ||||||
| Net loss | (12,890) | (1,271) | (14,161) | |||||
| Balance at End at Mar. 31, 2019 | $ 1 | $ 49 | 936,643 | (643,202) | (2,459) | 18,327 | 309,359 | |
| Balance at End (in shares) at Mar. 31, 2019 | 927 | 48,884 | ||||||
| Balance at Beginning at Dec. 31, 2018 | $ 1 | $ 46 | 932,179 | (630,000) | (2,459) | 19,598 | 319,365 | [1] |
| Balance at Beginning (in shares) at Dec. 31, 2018 | 927 | 45,771 | ||||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Preferred stock dividends | (627) | |||||||
| Net loss | (22,451) | |||||||
| Balance at End at Jun. 30, 2019 | $ 1 | $ 50 | 937,208 | (651,163) | (2,459) | 17,683 | 301,320 | |
| Balance at End (in shares) at Jun. 30, 2019 | 927 | 49,838 | ||||||
| Balance at Beginning at Mar. 31, 2019 | $ 1 | $ 49 | 936,643 | (643,202) | (2,459) | 18,327 | 309,359 | |
| Balance at Beginning (in shares) at Mar. 31, 2019 | 927 | 48,884 | ||||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Stock-based compensation expense - restricted stock issued to employees and directors, net of cancellations and tax | $ 1 | 565 | 566 | |||||
| Stock-based compensation expense - restricted stock issued to employees and directors, net of cancellations and tax (in shares) | 954 | |||||||
| Issuances of common stock | ||||||||
| Issuances of common stock (in shares) | ||||||||
| Preferred stock dividends | $ (315) | $ (315) | ||||||
| Net loss | (7,646) | (644) | (8,290) | |||||
| Balance at End at Jun. 30, 2019 | $ 1 | $ 50 | $ 937,208 | $ (651,163) | $ (2,459) | $ 17,683 | $ 301,320 | |
| Balance at End (in shares) at Jun. 30, 2019 | 927 | 49,838 | ||||||
| [1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2018. | |||||||
ORGANIZATION AND BASIS OF PRESE
| ORGANIZATION AND BASIS OF PRESENTATION. | 6 Months Ended |
| Jun. 30, 2019 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| ORGANIZATION AND BASIS OF PRESENTATION. | 1. ORGANIZATION AND BASIS OF PRESENTATION. Organization and Business The Company is a leading producer and marketer of low-carbon renewable fuels in the United States. The Company’s four ethanol plants in the Western United States (together with their respective holding companies, the “Pacific Ethanol West Plants”) are located in close proximity to both feed and ethanol customers and thus enjoy unique advantages in efficiency, logistics and product pricing. The Company’s five ethanol plants in the Midwest (together with their respective holding companies, the “Pacific Ethanol Central Plants”) are located in the heart of the Corn Belt, benefit from low-cost and abundant feedstock production and allow for access to many additional domestic markets. In addition, the Company’s ability to load unit trains from these facilities in the Midwest allows for greater access to international markets. The Company has a combined production capacity of 605 million gallons per year, markets, on an annualized basis, nearly 1.0 billion gallons of ethanol and specialty alcohols, and produces, on an annualized basis, nearly 3.0 million tons of co-products on a dry matter basis, such as wet and dry distillers grains, wet and dry corn gluten feed, condensed distillers solubles, corn gluten meal, corn germ, dried yeast and CO 2 As of June 30, 2019, all but one of the Company’s production facilities, specifically, the Company’s Aurora East facility, were operating. As market conditions change, the Company may increase, decrease or idle production at one or more operating facilities or resume operations at any idled facility. Basis of Presentation – Interim Financial Statements Liquidity In implementing these strategic initiatives, the Company, as of June 30, 2019, had the following available liquidity and capital resources to achieve its objectives: ● Cash of $16.5 million and excess availability under Kinergy’s line of credit of $12.6 million; and ● Nine ethanol production facilities with an aggregate of 605 million gallons of annual production capacity, of which plant assets representing 355 million gallons of capacity are either unencumbered, or their entire sales proceeds would be used to repay the Company’s senior secured notes. The Company has engaged an independent third party to help facilitate the marketing of certain of these assets. The Company also will continue working with its lenders to pursue other options to increase liquidity and extend the maturity dates of its debt. The Company believes that its strategic initiatives will provide sufficient liquidity to meet its anticipated working capital, debt service and other liquidity needs through the next twelve months. Accounts Receivable and Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for balances that appear to have specific collection issues. The collection process is based on the age of the invoice and requires attempted contacts with the customer at specified intervals. If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a bad debt allowance is recorded for the balance in question. Delinquent accounts receivable are charged against the allowance for doubtful accounts once uncollectibility has been determined. The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of ability to make payments, additional allowances may be required. Of the accounts receivable balance, approximately $61,986,000 and $54,820,000 at June 30, 2019 and December 31, 2018, respectively, were used as collateral under Kinergy’s operating line of credit. The allowance for doubtful accounts was $39,000 and $12,000 as of June 30, 2019 and December 31, 2018, respectively. The Company recorded a bad debt expense of $1,000 and a bad debt recovery of $2,000 for the three months ended June 30, 2019 and 2018, respectively. The Company recorded a bad debt expense of $27,000 and $45,000 for the six months ended June 30, 2019 and 2018, respectively. Financial Instruments Recent Accounting Pronouncements Estimates and Assumptions |
SEGMENTS.
| SEGMENTS. | 6 Months Ended |
| Jun. 30, 2019 | |
| Segment Reporting [Abstract] | |
| SEGMENTS. | 2. SEGMENTS. The Company reports its financial and operating performance in two segments: (1) ethanol production, which includes the production and sale of ethanol, specialty alcohols and co-products, with all of the Company’s production facilities aggregated, and (2) marketing and distribution, which includes marketing and merchant trading for Company-produced ethanol, specialty alcohols and co-products and third-party ethanol. The following tables set forth certain financial data for the Company’s operating segments (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Net Sales Production, recorded as gross: Ethanol/alcohol sales $ 194,394 $ 233,888 $ 373,783 $ 453,517 Co-product sales 64,679 78,514 133,485 153,048 Intersegment sales 421 539 784 1,013 Total production sales 259,494 312,941 508,052 607,578 Marketing and distribution: Ethanol/alcohol sales, gross $ 86,754 $ 97,634 $ 193,908 $ 203,063 Ethanol/alcohol sales, net 474 486 928 921 Intersegment sales 1,942 2,330 3,760 4,555 Total marketing and distribution sales 89,170 100,450 198,596 208,539 Intersegment eliminations (2,363 ) (2,869 ) (4,544 ) (5,568 ) Net sales as reported $ 346,301 $ 410,522 $ 702,104 $ 810,549 Cost of goods sold Production $ 257,187 $ 320,631 $ 515,782 $ 619,064 Marketing and distribution 87,741 94,203 189,569 195,135 Intersegment eliminations (2,598 ) (3,039 ) (4,929 ) (5,739 ) Cost of goods sold as reported $ 342,330 $ 411,795 $ 700,422 $ 808,460 Income (loss) before benefit for income taxes Production $ (7,117 ) $ (17,339 ) $ (24,683 ) $ (29,609 ) Marketing and distribution (129 ) 4,929 5,989 10,677 Corporate activities (1,044 ) (2,194 ) (3,757 ) (5,732 ) $ (8,290 ) $ (14,604 ) $ (22,451 ) $ (24,664 ) Depreciation and amortization Production $ 10,199 $ 10,045 $ 23,681 $ 19,977 Corporate activities 113 208 234 441 $ 10,312 $ 10,253 $ 23,915 $ 20,418 Interest expense Production $ 2,048 $ 1,700 $ 3,755 $ 3,724 Marketing and distribution 774 336 1,362 699 Corporate activities 2,293 2,141 4,734 4,259 $ 5,115 $ 4,177 $ 9,851 $ 8,682 The following table sets forth the Company’s total assets by operating segment (in thousands): June 30, December 31, Total assets Production $ 550,004 $ 532,790 Marketing and distribution 119,948 112,984 Corporate assets 15,868 14,117 $ 685,820 $ 659,891 |
INVENTORIES.
| INVENTORIES. | 6 Months Ended |
| Jun. 30, 2019 | |
| Inventory Disclosure [Abstract] | |
| INVENTORIES. | 3. INVENTORIES. Inventories consisted primarily of bulk ethanol, specialty alcohols, corn, co-products, low-carbon and Renewable Identification Number (“RIN”) credits and unleaded fuel, and are valued at the lower-of-cost-or-net realizable value, with cost determined on a first-in, first-out basis. Inventory is net of a $1,285,000 and $2,328,000 valuation adjustment as of June 30, 2019 and December 31, 2018, respectively. Inventory balances consisted of the following (in thousands): June 30, December 31, Finished goods $ 54,602 $ 35,778 Work in progress 10,144 6,855 Raw materials 6,702 7,233 Low-carbon and RIN credits 4,029 6,130 Other 2,013 1,824 Total $ 77,490 $ 57,820 |
DERIVATIVES.
| DERIVATIVES. | 6 Months Ended |
| Jun. 30, 2019 | |
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
| DERIVATIVES. | 4. DERIVATIVES. The business and activities of the Company expose it to a variety of market risks, including risks related to changes in commodity prices. The Company monitors and manages these financial exposures as an integral part of its risk management program. This program recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effects that market volatility could have on operating results. Commodity Risk – Cash Flow Hedges Commodity Risk – Non-Designated Hedges Non Designated Derivative Instruments As of June 30, 2019 Assets Liabilities Type of Instrument Balance Sheet Location Fair Balance Sheet Location Fair Cash collateral balance Other current assets $ 1,008 Commodity contracts Derivative instruments $ 5,437 Derivative instruments $ 684 As of December 31, 2018 Assets Liabilities Type of Instrument Balance Sheet Location Fair Balance Sheet Location Fair Cash collateral balance Other current assets $ 8,479 Commodity contracts Derivative instruments $ 1,765 Derivative instruments $ 6,309 The classification and amounts of the Company’s recognized gains (losses) for its derivatives not designated as hedging instruments are as follows (in thousands): Realized Losses Three Months Ended Type of Instrument Statements of Operations Location 2019 2018 Commodity contracts Cost of goods sold $ (3,783 ) $ (499 ) Unrealized Gains (Losses) Three Months Ended Type of Instrument Statements of Operations Location 2019 2018 Commodity contracts Cost of goods sold $ 8,754 $ (2,410 ) Realized Losses Six Months Ended Type of Instrument Statements of Operations Location 2019 2018 Commodity contracts Cost of goods sold $ (4,413 ) $ (2,157 ) Unrealized Gains (Losses) Six Months Ended Type of Instrument Statements of Operations Location 2019 2018 Commodity contracts Cost of goods sold $ 9,298 $ (1,213 ) |
LEASES.
| LEASES. | 6 Months Ended |
| Jun. 30, 2019 | |
| Leases [Abstract] | |
| LEASES. | 5. LEASES. As discussed in Note 1, on January 1, 2019, the Company adopted the provisions of ASC 842 using the prospective transition approach, which applies the provisions of ASC 842 upon adoption, with no change to prior periods. This adoption resulted in the Company recognizing initial right of use assets and lease liabilities of $43,753,000. The adoption did not have a significant impact on the Company’s consolidated statements of operations. Upon the initial adoption of ASC 842, the Company elected the following practical expedients allowable under the guidance: not to reassess whether any expired or existing contracts are or contain leases; not to reassess the lease classification for any expired or existing leases; not to reassess initial direct costs for any existing leases; not to separately identify lease and nonlease components; and not to evaluate historical land easements. Additionally, the Company elected the short-term lease exemption policy, applying the requirements of ASC 842 to only long-term (greater than 1 year) leases. The Company leases railcar equipment, office equipment and land for certain of its facilities. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate, unless an implicit rate is readily determinable, as the discount rate for each lease in determining the present value of lease payments. For the three and six months ended June 30, 2019, the Company’s weighted average discount rate was 6.01%. Operating lease expense is recognized on a straight-line basis over the lease term. The Company determines if an arrangement is a lease or contains a lease at inception. The Company’s leases have remaining lease terms of approximately 1 year to 57 years, which may include options to extend the lease when it is reasonably certain the Company will exercise those options. For the three and six months ended June 30, 2019, the weighted average remaining lease terms of equipment and land-related leases were 2.85 years and 12.86 years, respectively. The Company does not have lease arrangements with residual value guarantees, sale leaseback terms or material restrictive covenants. The Company does not have any material finance lease obligations nor sublease agreements. The following table summarizes the remaining maturities of the Company’s operating lease liabilities, assuming all land lease extensions are taken, as of June 30, 2019 (in thousands): Year Ended: Equipment Land Related 2019 $ 4,441 $ 519 2020 7,349 1,054 2021 4,374 1,077 2022 4,140 1,100 2023 3,500 1,013 2024-43 7,889 34,674 $ 31,693 $ 39,437 For the three and six months ended June 30, 2019, the Company recorded operating lease costs of $2,069,000 and $4,332,000 in cost of goods sold, respectively, and $118,000 and $236,000 in selling, general and administrative expenses, respectively, in the Company’s statements of operations |
DEBT.
| DEBT. | 6 Months Ended |
| Jun. 30, 2019 | |
| Debt Disclosure [Abstract] | |
| DEBT. | 6. DEBT. Long-term borrowings are summarized as follows (in thousands): June 30, December 31, Kinergy line of credit $ 77,937 $ 57,057 Pekin term loan 43,000 43,000 Pekin revolving loan 32,000 32,000 ICP term loan 13,500 16,500 ICP revolving loan 18,000 18,000 Parent notes payable 63,200 66,948 247,637 233,505 Less unamortized debt discount (331 ) (690 ) Less unamortized debt financing costs (1,180 ) (1,377 ) Less short-term portion (143,379 ) (146,671 ) Long-term debt $ 102,747 $ 84,767 Kinergy Operating Line of Credit Pekin Term Loan On March 21, 2019, PE Pekin amended its term and revolving credit facilities by agreeing to increase the interest rate under the facilities by 125 basis points to an annual rate equal to the 30-day LIBOR plus 5.00%. PE Pekin and its lender also agreed that it is required to maintain working capital of not less than $15,000,000 from March 21, 2019 through July15, 2019 and working capital of not less than $30,000,000 from July 15, 2019 and continuing at all times thereafter. On July 15, 2019, PE Pekin and its lender agreed to a further amendment extending the aforementioned July 15, 2019 dates to November 15, 2019. As of the filing of this report, the Company believes PE Pekin is in compliance with its working capital requirement. Under these amendments, the lenders also agreed to temporarily waive financial covenant violations, working capital maintenance violations and intercompany accounts receivable collections violations that occurred with respect to PE Pekin’s credit agreement. In addition, the lenders agreed to defer scheduled principal payments, including further deferral of principal payments in the amount of $3,500,000 each due on February 20, 2019 and May 20, 2019. On August 6, 2019, the Company paid its $3,500,000 principal payment scheduled for August 20, 2019. The waivers and principal deferrals expire on November 15, 2019, or earlier in the case of an event of default, at which time the waivers will become permanent if Pacific Ethanol Central, LLC (“PE Central”), PE Pekin’s parent, has made a contribution to PE Pekin in an amount equal to $30,000,000, minus the then-existing amount of PE Pekin’s working capital, plus the amount of any accounts receivable owed by PE Central to PE Pekin, plus $12,000,000 (the “PE Central Contribution Amount”). In addition, if the PE Central Contribution Amount is timely received, the lenders agreed to waive PE Pekin’s debt service coverage ratio financial covenant for the year ended December 31, 2019. If the PE Central Contribution Amount is not timely made, then the temporary waivers will automatically expire. PE Pekin is also required to pay by November 15, 2019 the aggregate amount of $10,500,000 representing all deferred and unpaid scheduled principal payments and all additional scheduled principal payments for the remainder of 2019. Restrictions |
COMMITMENTS AND CONTINGENCIES.
| COMMITMENTS AND CONTINGENCIES. | 6 Months Ended |
| Jun. 30, 2019 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES. | 7. COMMITMENTS AND CONTINGENCIES. Sales Commitments Purchase Commitments Litigation – General |
PENSION AND RETIREMENT BENEFIT
| PENSION AND RETIREMENT BENEFIT PLANS. | 6 Months Ended |
| Jun. 30, 2019 | |
| Retirement Benefits [Abstract] | |
| PENSION AND RETIREMENT BENEFIT PLANS. | 8. PENSION AND RETIREMENT BENEFIT PLANS. The Company sponsors a defined benefit pension plan (the “Retirement Plan”) and a health care and life insurance plan (the “Postretirement Plan”). The Company assumed the Retirement Plan and the Postretirement Plan as part of its acquisition of PE Central on July 1, 2015. The Retirement Plan is noncontributory, and covers only “grandfathered” unionized employees at the Company’s Pekin, Illinois facility who fulfill minimum age and service requirements. Benefits are based on a prescribed formula based upon the employee’s years of service. The Retirement Plan, which is part of a collective bargaining agreement, covers only union employees hired prior to November 1, 2010. The Company uses a December 31 measurement date for its Retirement Plan. The Company’s funding policy is to make the minimum annual contribution required by applicable regulations. As of December 31, 2018, the Retirement Plan’s accumulated projected benefit obligation was $ $18,690,000, with a fair value of plan assets of $13,257,000. The underfunded amount of $5,433,000 is recorded on the Company’s consolidated balance sheet in other liabilities. The Company’s net periodic Retirement Plan costs are as follows (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Interest cost $ 190 $ 174 $ 380 $ 348 Service cost 94 106 188 212 Expected return on plan assets (190 ) (204 ) (380 ) (408 ) Net periodic expense $ 94 $ 76 $ 188 $ 152 The Postretirement Plan provides postretirement medical benefits and life insurance to certain “grandfathered” unionized employees. Employees hired after December 31, 2000 are not eligible to participate in the Postretirement Plan. The Postretirement Plan is contributory, with contributions required at the same rate as active employees. Benefit eligibility under the plan reduces at age 65 from a defined benefit to a defined dollar cap based upon years of service. As of December 31, 2018, the Postretirement Plan’s accumulated projected benefit obligation was $5,711,000 and is recorded on the Company’s consolidated balance sheet in other liabilities. The Company’s funding policy is to make the minimum annual contribution required by applicable regulations. The Company’s net periodic Postretirement Plan costs are as follows (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Interest cost $ 55 $ 46 $ 110 $ 92 Service cost 17 2 34 4 Amortization of (gain) loss 30 33 60 66 Net periodic expense $ 102 $ 81 $ 204 $ 162 |
FAIR VALUE MEASUREMENTS.
| FAIR VALUE MEASUREMENTS. | 6 Months Ended |
| Jun. 30, 2019 | |
| Fair Value Disclosures [Abstract] | |
| FAIR VALUE MEASUREMENTS. | 9. FAIR VALUE MEASUREMENTS. The fair value hierarchy prioritizes the inputs used in valuation techniques into three levels, as follows: ● Level 1 – Observable inputs – unadjusted quoted prices in active markets for identical assets and liabilities; ● Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data; and ● Level 3 – Unobservable inputs – includes amounts derived from valuation models where one or more significant inputs are unobservable. For fair value measurements using significant unobservable inputs, a description of the inputs and the information used to develop the inputs is required along with a reconciliation of Level 3 values from the prior reporting period. Pooled separate accounts Other Derivative Instruments The following table summarizes recurring fair value measurements by level at June 30, 2019 (in thousands): Fair Value Level 1 Level 2 Level 3 Assets: Derivative financial instruments(1) $ 5,437 $ 5,437 $ — $ — $ 5,437 $ 5,437 $ — $ — Liabilities: Derivative financial instruments(6) $ (684 ) $ (684 ) $ — $ — $ (684 ) $ (684 ) $ — $ — The following table summarizes recurring fair value measurements by level at December 31, 2018 (in thousands): Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments(1) $ 1,765 $ 1,765 $ — $ — Defined benefit plan assets (pooled separate accounts): Large U.S. Equity(2) 3,621 — 3,621 — 27 % Small/Mid U.S. Equity(3) 1,844 — 1,844 — 14 % International Equity(4) 2,106 — 2,106 — 16 % Fixed Income(5) 5,686 — 5,686 — 43 % $ 15,022 $ 1,765 $ 13,257 $ — Liabilities: Derivative financial instruments $ (6,309 ) $ (6,309 ) $ — $ — (1) Included in derivative instruments in the consolidated balance sheets. (2) This category includes investments in funds comprised of equity securities of large U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (3) This category includes investments in funds comprised of equity securities of small- and medium-sized U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (4) This category includes investments in funds comprised of equity securities of foreign companies including emerging markets. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (5) This category includes investments in funds comprised of U.S. and foreign investment-grade fixed income securities, high-yield fixed income securities that are rated below investment-grade, U.S. treasury securities, mortgage-backed securities, and other asset-backed securities. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (6) Included in derivative instruments in the consolidated balance sheets. |
EARNINGS PER SHARE.
| EARNINGS PER SHARE. | 6 Months Ended |
| Jun. 30, 2019 | |
| Earnings Per Share [Abstract] | |
| EARNINGS PER SHARE. | 10. EARNINGS PER SHARE. The following tables compute basic and diluted earnings per share (in thousands, except per share data): Three Months Ended June 30, 2019 Loss Numerator Shares Denominator Per-Share Amount Net loss attributed to Pacific Ethanol, Inc. $ (7,646 ) Less: Preferred stock dividends (315 ) Basic and diluted loss per share: Loss available to common stockholders $ (7,961 ) 47,771 $ (0.17 ) Three Months Ended June 30, 2018 Loss Numerator Shares Denominator Per-Share Amount Net loss attributed to Pacific Ethanol, Inc. $ (12,908 ) Less: Preferred stock dividends (315 ) Basic and diluted loss per share: Loss available to common stockholders $ (13,223 ) 43,285 $ (0.31 ) Six Months Ended June 30, 2019 Loss Numerator Shares Denominator Per-Share Amount Net loss attributed to Pacific Ethanol, Inc. $ (20,536 ) Less: Preferred stock dividends (627 ) Basic and diluted loss per share: Loss available to common stockholders $ (21,163 ) 46,651 $ (0.45 ) Six Months Ended June 30, 2018 Loss Numerator Shares Denominator Per-Share Amount Net loss attributed to Pacific Ethanol, Inc. $ (20,749 ) Less: Preferred stock dividends (627 ) Basic and diluted loss per share: Loss available to common stockholders $ (21,376 ) 43,098 $ (0.50 ) There were an aggregate of 635,000 potentially dilutive weighted-average shares from convertible securities outstanding for the three and six months ended June 30, 2019. There were an aggregate of 1,606,000 and 721,000 potentially dilutive weighted-average shares from convertible securities outstanding for the three and six months ended June 30, 2018, respectively. These convertible securities were not considered in calculating diluted net loss per share for the three and six months ended June 30, 2019, as their effect would have been anti-dilutive. |
PARENT COMPANY FINANCIALS.
| PARENT COMPANY FINANCIALS. | 6 Months Ended |
| Jun. 30, 2019 | |
| Condensed Financial Information Disclosure [Abstract] | |
| PARENT COMPANY FINANCIALS. | 11. PARENT COMPANY FINANCIALS. Restricted Net Assets Parent company financial statements for the periods covered in this report are set forth below (in thousands): June 30, December 31, Current Assets: Cash and cash equivalents $ 5,163 $ 6,759 Receivables from subsidiaries 10,285 17,156 Other current assets 1,636 1,659 Total current assets 17,084 25,574 Property and equipment, net 391 522 Other Assets: Investments in subsidiaries 275,527 286,666 Pacific Ethanol West plant receivable 58,766 58,766 Right of use operating lease assets, net 3,381 — Other assets 1,529 1,437 Total other assets 339,203 346,869 Total Assets $ 356,678 $ 372,965 Current Liabilities: Accounts payable and accrued liabilities $ 2,335 $ 2,469 Accrued PE Op Co. purchase 3,829 3,829 Current portion of long-term debt 62,866 66,255 Other current liabilities 590 385 Total current liabilities 69,620 72,938 Operating leases, net of current portion 3,169 — Deferred tax liabilities 251 251 Other liabilities 1 9 Total Liabilities 73,041 73,198 Stockholders’ Equity: Preferred stock 1 1 Common and non-voting common stock 50 46 Additional paid-in capital 937,208 932,179 Accumulated other comprehensive loss (2,459 ) (2,459 ) Accumulated deficit (651,163 ) (630,000 ) Total Pacific Ethanol, Inc. stockholders’ equity 283,637 299,767 Total Liabilities and Stockholders’ Equity $ 356,678 $ 372,965 Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Management fees from subsidiaries $ 3,000 $ 3,330 $ 6,330 $ 6,408 Selling, general and administrative expenses 2,818 4,513 7,547 9,889 Income (loss) from operations 182 (1,183 ) (1,217 ) (3,481 ) Interest income 1,172 1,172 2,331 2,333 Interest expense (2,307 ) (2,154 ) (4,762 ) (4,286 ) Other expense (83 ) (65 ) (84 ) (498 ) Loss before benefit for income taxes (1,036 ) (2,230 ) (3,732 ) (5,932 ) Benefit for income taxes — — — 563 Loss before benefit for income taxes (1,036 ) (2,230 ) (3,732 ) (5,369 ) Equity in losses of subsidiaries (6,610 ) (10,678 ) (16,804 ) (15,380 ) Consolidated net loss $ (7,646 ) $ (12,908 ) $ (20,536 ) $ (20,749 ) For the Six Months Ended 2019 2018 Operating Activities: Net loss $ (20,536 ) $ (20,749 ) Adjustments to reconcile net loss to cash used in operating activities: Equity in losses of subsidiaries 16,804 15,380 Depreciation 142 349 Deferred income taxes — 563 Amortization of debt discounts 357 357 Changes in operating assets and liabilities: Accounts receivables 1,871 (3,893 ) Other assets (281 ) 1,104 Accounts payable and accrued expenses 1,363 326 Accounts payable with subsidiaries (600 ) (620 ) Net cash used in operating activities $ (880 ) $ (7,183 ) Investing Activities: Dividend from subsidiaries $ — $ 10,000 Contributions to subsidiaries — (5,000 ) Additions to property and equipment (11 ) (13 ) Net cash provided by (used in) investing activities $ (11 ) $ 4,987 Financing Activities: Proceeds from issuances of common stock $ 3,670 $ — Payments on senior notes (3,748 ) — Preferred stock dividend payments (627 ) (627 ) Net cash used in financing activities $ (705 ) $ (627 ) Net decrease in cash and cash equivalents (1,596 ) (2,823 ) Cash and cash equivalents at beginning of period 6,759 5,314 Cash and cash equivalents at end of period $ 5,163 $ 2,491 |
ORGANIZATION AND BASIS OF PRE_2
| ORGANIZATION AND BASIS OF PRESENTATION. (Policies) | 6 Months Ended |
| Jun. 30, 2019 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Organization and Business | Organization and Business The Company is a leading producer and marketer of low-carbon renewable fuels in the United States. The Company’s four ethanol plants in the Western United States (together with their respective holding companies, the “Pacific Ethanol West Plants”) are located in close proximity to both feed and ethanol customers and thus enjoy unique advantages in efficiency, logistics and product pricing. The Company’s five ethanol plants in the Midwest (together with their respective holding companies, the “Pacific Ethanol Central Plants”) are located in the heart of the Corn Belt, benefit from low-cost and abundant feedstock production and allow for access to many additional domestic markets. In addition, the Company’s ability to load unit trains from these facilities in the Midwest allows for greater access to international markets. The Company has a combined production capacity of 605 million gallons per year, markets, on an annualized basis, nearly 1.0 billion gallons of ethanol and specialty alcohols, and produces, on an annualized basis, nearly 3.0 million tons of co-products on a dry matter basis, such as wet and dry distillers grains, wet and dry corn gluten feed, condensed distillers solubles, corn gluten meal, corn germ, dried yeast and CO 2 As of June 30, 2019, all but one of the Company’s production facilities, specifically, the Company’s Aurora East facility, were operating. As market conditions change, the Company may increase, decrease or idle production at one or more operating facilities or resume operations at any idled facility. |
| Basis of Presentation-Interim Financial Statements | Basis of Presentation – Interim Financial Statements |
| Liquidity | Liquidity In implementing these strategic initiatives, the Company, as of June 30, 2019, had the following available liquidity and capital resources to achieve its objectives: ● Cash of $16.5 million and excess availability under Kinergy’s line of credit of $12.6 million; and ● Nine ethanol production facilities with an aggregate of 605 million gallons of annual production capacity, of which plant assets representing 355 million gallons of capacity are either unencumbered, or their entire sales proceeds would be used to repay the Company’s senior secured notes. The Company has engaged an independent third party to help facilitate the marketing of certain of these assets. The Company also will continue working with its lenders to pursue other options to increase liquidity and extend the maturity dates of its debt. The Company believes that its strategic initiatives will provide sufficient liquidity to meet its anticipated working capital, debt service and other liquidity needs through the next twelve months. |
| Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for balances that appear to have specific collection issues. The collection process is based on the age of the invoice and requires attempted contacts with the customer at specified intervals. If, after a specified number of days, the Company has been unsuccessful in its collection efforts, a bad debt allowance is recorded for the balance in question. Delinquent accounts receivable are charged against the allowance for doubtful accounts once uncollectibility has been determined. The factors considered in reaching this determination are the apparent financial condition of the customer and the Company’s success in contacting and negotiating with the customer. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of ability to make payments, additional allowances may be required. Of the accounts receivable balance, approximately $61,986,000 and $54,820,000 at June 30, 2019 and December 31, 2018, respectively, were used as collateral under Kinergy’s operating line of credit. The allowance for doubtful accounts was $39,000 and $12,000 as of June 30, 2019 and December 31, 2018, respectively. The Company recorded a bad debt expense of $1,000 and a bad debt recovery of $2,000 for the three months ended June 30, 2019 and 2018, respectively. The Company recorded a bad debt expense of $27,000 and $45,000 for the six months ended June 30, 2019 and 2018, respectively. |
| Financial Instruments | Financial Instruments |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements |
| Estimates and Assumptions | Estimates and Assumptions |
SEGMENTS. (Tables)
| SEGMENTS. (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Segment Reporting [Abstract] | |
| Schedule of financial data for operating segments | The following tables set forth certain financial data for the Company’s operating segments (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Net Sales Production, recorded as gross: Ethanol/alcohol sales $ 194,394 $ 233,888 $ 373,783 $ 453,517 Co-product sales 64,679 78,514 133,485 153,048 Intersegment sales 421 539 784 1,013 Total production sales 259,494 312,941 508,052 607,578 Marketing and distribution: Ethanol/alcohol sales, gross $ 86,754 $ 97,634 $ 193,908 $ 203,063 Ethanol/alcohol sales, net 474 486 928 921 Intersegment sales 1,942 2,330 3,760 4,555 Total marketing and distribution sales 89,170 100,450 198,596 208,539 Intersegment eliminations (2,363 ) (2,869 ) (4,544 ) (5,568 ) Net sales as reported $ 346,301 $ 410,522 $ 702,104 $ 810,549 Cost of goods sold Production $ 257,187 $ 320,631 $ 515,782 $ 619,064 Marketing and distribution 87,741 94,203 189,569 195,135 Intersegment eliminations (2,598 ) (3,039 ) (4,929 ) (5,739 ) Cost of goods sold as reported $ 342,330 $ 411,795 $ 700,422 $ 808,460 Income (loss) before benefit for income taxes Production $ (7,117 ) $ (17,339 ) $ (24,683 ) $ (29,609 ) Marketing and distribution (129 ) 4,929 5,989 10,677 Corporate activities (1,044 ) (2,194 ) (3,757 ) (5,732 ) $ (8,290 ) $ (14,604 ) $ (22,451 ) $ (24,664 ) Depreciation and amortization Production $ 10,199 $ 10,045 $ 23,681 $ 19,977 Corporate activities 113 208 234 441 $ 10,312 $ 10,253 $ 23,915 $ 20,418 Interest expense Production $ 2,048 $ 1,700 $ 3,755 $ 3,724 Marketing and distribution 774 336 1,362 699 Corporate activities 2,293 2,141 4,734 4,259 $ 5,115 $ 4,177 $ 9,851 $ 8,682 |
| Schedule of assets by operating segments | The following table sets forth the Company’s total assets by operating segment (in thousands): June 30, December 31, Total assets Production $ 550,004 $ 532,790 Marketing and distribution 119,948 112,984 Corporate assets 15,868 14,117 $ 685,820 $ 659,891 |
INVENTORIES. (Tables)
| INVENTORIES. (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Inventory Disclosure [Abstract] | |
| Schedule of inventories | Inventory balances consisted of the following (in thousands): June 30, December 31, Finished goods $ 54,602 $ 35,778 Work in progress 10,144 6,855 Raw materials 6,702 7,233 Low-carbon and RIN credits 4,029 6,130 Other 2,013 1,824 Total $ 77,490 $ 57,820 |
DERIVATIVES. (Tables)
| DERIVATIVES. (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
| Schedule of derivatives not designated as hedging instruments | The classification and amounts of the Company’s derivatives not designated as hedging instruments, and related cash collateral balances, are as follows (in thousands): As of June 30, 2019 Assets Liabilities Type of Instrument Balance Sheet Location Fair Balance Sheet Location Fair Cash collateral balance Other current assets $ 1,008 Commodity contracts Derivative instruments $ 5,437 Derivative instruments $ 684 As of December 31, 2018 Assets Liabilities Type of Instrument Balance Sheet Location Fair Balance Sheet Location Fair Cash collateral balance Other current assets $ 8,479 Commodity contracts Derivative instruments $ 1,765 Derivative instruments $ 6,309 |
| Schedule of recognized gains (losses) for derivatives | The classification and amounts of the Company’s recognized gains (losses) for its derivatives not designated as hedging instruments are as follows (in thousands): Realized Losses Three Months Ended Type of Instrument Statements of Operations Location 2019 2018 Commodity contracts Cost of goods sold $ (3,783 ) $ (499 ) Unrealized Gains (Losses) Three Months Ended Type of Instrument Statements of Operations Location 2019 2018 Commodity contracts Cost of goods sold $ 8,754 $ (2,410 ) Realized Losses Six Months Ended Type of Instrument Statements of Operations Location 2019 2018 Commodity contracts Cost of goods sold $ (4,413 ) $ (2,157 ) Unrealized Gains (Losses) Six Months Ended Type of Instrument Statements of Operations Location 2019 2018 Commodity contracts Cost of goods sold $ 9,298 $ (1,213 ) |
LEASES. (Tables)
| LEASES. (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Leases [Abstract] | |
| Schedule of operating lease liabilities | The following table summarizes the remaining maturities of the Company’s operating lease liabilities, assuming all land lease extensions are taken, as of June 30, 2019 (in thousands): Year Ended: Equipment Land Related 2019 $ 4,441 $ 519 2020 7,349 1,054 2021 4,374 1,077 2022 4,140 1,100 2023 3,500 1,013 2024-43 7,889 34,674 $ 31,693 $ 39,437 |
DEBT. (Tables)
| DEBT. (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Debt Disclosure [Abstract] | |
| Schedule of long term debt | Long-term borrowings are summarized as follows (in thousands): June 30, December 31, Kinergy line of credit $ 77,937 $ 57,057 Pekin term loan 43,000 43,000 Pekin revolving loan 32,000 32,000 ICP term loan 13,500 16,500 ICP revolving loan 18,000 18,000 Parent notes payable 63,200 66,948 247,637 233,505 Less unamortized debt discount (331 ) (690 ) Less unamortized debt financing costs (1,180 ) (1,377 ) Less short-term portion (143,379 ) (146,671 ) Long-term debt $ 102,747 $ 84,767 |
PENSION AND RETIREMENT BENEFI_2
| PENSION AND RETIREMENT BENEFIT PLANS. (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Retirement Benefits [Abstract] | |
| Schedule of retirement plan costs | The Company’s net periodic Retirement Plan costs are as follows (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Interest cost $ 190 $ 174 $ 380 $ 348 Service cost 94 106 188 212 Expected return on plan assets (190 ) (204 ) (380 ) (408 ) Net periodic expense $ 94 $ 76 $ 188 $ 152 |
| Schedule of postretirement plan costs | The Company’s net periodic Postretirement Plan costs are as follows (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Interest cost $ 55 $ 46 $ 110 $ 92 Service cost 17 2 34 4 Amortization of (gain) loss 30 33 60 66 Net periodic expense $ 102 $ 81 $ 204 $ 162 |
FAIR VALUE MEASUREMENTS. (Table
| FAIR VALUE MEASUREMENTS. (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Fair Value Disclosures [Abstract] | |
| Schedule of recurring fair value measurements | The following table summarizes recurring fair value measurements by level at June 30, 2019 (in thousands): Fair Value Level 1 Level 2 Level 3 Assets: Derivative financial instruments(1) $ 5,437 $ 5,437 $ — $ — $ 5,437 $ 5,437 $ — $ — Liabilities: Derivative financial instruments(6) $ (684 ) $ (684 ) $ — $ — $ (684 ) $ (684 ) $ — $ — The following table summarizes recurring fair value measurements by level at December 31, 2018 (in thousands): Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments(1) $ 1,765 $ 1,765 $ — $ — Defined benefit plan assets (pooled separate accounts): Large U.S. Equity(2) 3,621 — 3,621 — 27 % Small/Mid U.S. Equity(3) 1,844 — 1,844 — 14 % International Equity(4) 2,106 — 2,106 — 16 % Fixed Income(5) 5,686 — 5,686 — 43 % $ 15,022 $ 1,765 $ 13,257 $ — Liabilities: Derivative financial instruments $ (6,309 ) $ (6,309 ) $ — $ — (1) Included in derivative instruments in the consolidated balance sheets. (2) This category includes investments in funds comprised of equity securities of large U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (3) This category includes investments in funds comprised of equity securities of small- and medium-sized U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (4) This category includes investments in funds comprised of equity securities of foreign companies including emerging markets. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (5) This category includes investments in funds comprised of U.S. and foreign investment-grade fixed income securities, high-yield fixed income securities that are rated below investment-grade, U.S. treasury securities, mortgage-backed securities, and other asset-backed securities. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. (6) Included in derivative instruments in the consolidated balance sheets. |
EARNINGS PER SHARE. (Tables)
| EARNINGS PER SHARE. (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Earnings Per Share [Abstract] | |
| Schedule of computation of basic and diluted earnings per share | The following tables compute basic and diluted earnings per share (in thousands, except per share data): Three Months Ended June 30, 2019 Loss Numerator Shares Denominator Per-Share Amount Net loss attributed to Pacific Ethanol, Inc. $ (7,646 ) Less: Preferred stock dividends (315 ) Basic and diluted loss per share: Loss available to common stockholders $ (7,961 ) 47,771 $ (0.17 ) Three Months Ended June 30, 2018 Loss Numerator Shares Denominator Per-Share Amount Net loss attributed to Pacific Ethanol, Inc. $ (12,908 ) Less: Preferred stock dividends (315 ) Basic and diluted loss per share: Loss available to common stockholders $ (13,223 ) 43,285 $ (0.31 ) Six Months Ended June 30, 2019 Loss Numerator Shares Denominator Per-Share Amount Net loss attributed to Pacific Ethanol, Inc. $ (20,536 ) Less: Preferred stock dividends (627 ) Basic and diluted loss per share: Loss available to common stockholders $ (21,163 ) 46,651 $ (0.45 ) Six Months Ended June 30, 2018 Loss Numerator Shares Denominator Per-Share Amount Net loss attributed to Pacific Ethanol, Inc. $ (20,749 ) Less: Preferred stock dividends (627 ) Basic and diluted loss per share: Loss available to common stockholders $ (21,376 ) 43,098 $ (0.50 ) |
PARENT COMPANY FINANCIALS. (Tab
| PARENT COMPANY FINANCIALS. (Tables) | 6 Months Ended |
| Jun. 30, 2019 | |
| Condensed Financial Information Disclosure [Abstract] | |
| Schedule of balance sheets - parent company | Parent company financial statements for the periods covered in this report are set forth below (in thousands): June 30, December 31, Current Assets: Cash and cash equivalents $ 5,163 $ 6,759 Receivables from subsidiaries 10,285 17,156 Other current assets 1,636 1,659 Total current assets 17,084 25,574 Property and equipment, net 391 522 Other Assets: Investments in subsidiaries 275,527 286,666 Pacific Ethanol West plant receivable 58,766 58,766 Right of use operating lease assets, net 3,381 — Other assets 1,529 1,437 Total other assets 339,203 346,869 Total Assets $ 356,678 $ 372,965 Current Liabilities: Accounts payable and accrued liabilities $ 2,335 $ 2,469 Accrued PE Op Co. purchase 3,829 3,829 Current portion of long-term debt 62,866 66,255 Other current liabilities 590 385 Total current liabilities 69,620 72,938 Operating leases, net of current portion 3,169 — Deferred tax liabilities 251 251 Other liabilities 1 9 Total Liabilities 73,041 73,198 Stockholders’ Equity: Preferred stock 1 1 Common and non-voting common stock 50 46 Additional paid-in capital 937,208 932,179 Accumulated other comprehensive loss (2,459 ) (2,459 ) Accumulated deficit (651,163 ) (630,000 ) Total Pacific Ethanol, Inc. stockholders’ equity 283,637 299,767 Total Liabilities and Stockholders’ Equity $ 356,678 $ 372,965 |
| Schedule of statements of operations parent company | Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Management fees from subsidiaries $ 3,000 $ 3,330 $ 6,330 $ 6,408 Selling, general and administrative expenses 2,818 4,513 7,547 9,889 Income (loss) from operations 182 (1,183 ) (1,217 ) (3,481 ) Interest income 1,172 1,172 2,331 2,333 Interest expense (2,307 ) (2,154 ) (4,762 ) (4,286 ) Other expense (83 ) (65 ) (84 ) (498 ) Loss before benefit for income taxes (1,036 ) (2,230 ) (3,732 ) (5,932 ) Benefit for income taxes — — — 563 Loss before benefit for income taxes (1,036 ) (2,230 ) (3,732 ) (5,369 ) Equity in losses of subsidiaries (6,610 ) (10,678 ) (16,804 ) (15,380 ) Consolidated net loss $ (7,646 ) $ (12,908 ) $ (20,536 ) $ (20,749 ) |
| Schedule of statements of cash flows parent company | For the Six Months Ended 2019 2018 Operating Activities: Net loss $ (20,536 ) $ (20,749 ) Adjustments to reconcile net loss to cash used in operating activities: Equity in losses of subsidiaries 16,804 15,380 Depreciation 142 349 Deferred income taxes — 563 Amortization of debt discounts 357 357 Changes in operating assets and liabilities: Accounts receivables 1,871 (3,893 ) Other assets (281 ) 1,104 Accounts payable and accrued expenses 1,363 326 Accounts payable with subsidiaries (600 ) (620 ) Net cash used in operating activities $ (880 ) $ (7,183 ) Investing Activities: Dividend from subsidiaries $ — $ 10,000 Contributions to subsidiaries — (5,000 ) Additions to property and equipment (11 ) (13 ) Net cash provided by (used in) investing activities $ (11 ) $ 4,987 Financing Activities: Proceeds from issuances of common stock $ 3,670 $ — Payments on senior notes (3,748 ) — Preferred stock dividend payments (627 ) (627 ) Net cash used in financing activities $ (705 ) $ (627 ) Net decrease in cash and cash equivalents (1,596 ) (2,823 ) Cash and cash equivalents at beginning of period 6,759 5,314 Cash and cash equivalents at end of period $ 5,163 $ 2,491 |
ORGANIZATION AND BASIS OF PRE_3
| ORGANIZATION AND BASIS OF PRESENTATION. (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
| Jun. 30, 2019USD ($)Number | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Number | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | ||
| Ethanol production capacity per year | 605 million gallons per year  | ||||||
| Ethanol market capacity per year | Markets nearly 1.0 billion gallons of ethanol | ||||||
| Other products produced per year | Produces over 3.0 million tons of co-products | ||||||
| Accounts receivable used as collateral | $ 61,986 | $ 61,986 | $ 54,820 | ||||
| Allowance for doubtful accounts | 39 | 39 | 12 | ||||
| Bad debt expense | 1 | $ 2 | 27 | $ 45 | |||
| Bad debt recovery | 1 | 2 | |||||
| Cash | $ 16,513 | $ 62,581 | $ 16,513 | $ 62,581 | $ 26,627 | [1] | $ 49,489 |
| Number of ethanol plants | Number | 9 | 9 | |||||
| Ethanol production plant assest | 355 million gallons | ||||||
| Kinergy Marketing LLC [Member] | |||||||
| Cash | $ 16,500 | $ 16,500 | |||||
| Line of credit | $ 12,600 | $ 12,600 | |||||
| [1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2018. | ||||||
SEGMENTS. (Details)
| SEGMENTS. (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
| Net Sales | $ 346,301 | $ 410,522 | $ 702,104 | $ 810,549 |
| Cost of goods sold | 342,330 | 411,795 | 700,422 | 808,460 |
| Income (loss) before benefit for income taxes: | (8,290) | (14,604) | (22,451) | (24,664) |
| Depreciation | 10,312 | 10,253 | 23,915 | 20,418 |
| Interest expense | 5,115 | 4,177 | 9,851 | 8,682 |
| Intersubsegment Eliminations [Member] | ||||
| Net Sales | (2,363) | (2,869) | (4,544) | (5,568) |
| Cost of goods sold | (2,598) | (3,039) | (4,929) | (5,739) |
| Ethanol Production [Member] | ||||
| Net Sales | 259,494 | 312,941 | 508,052 | 607,578 |
| Cost of goods sold | 257,187 | 320,631 | 515,782 | 619,064 |
| Income (loss) before benefit for income taxes: | (7,117) | (17,339) | (24,683) | (29,609) |
| Depreciation | 10,199 | 10,045 | 23,681 | 19,977 |
| Interest expense | 2,048 | 1,700 | 3,755 | 3,724 |
| Ethanol Production [Member] | Ethanol alcohol [Member] | ||||
| Net Sales | 194,394 | 233,888 | 373,783 | 453,517 |
| Ethanol Production [Member] | Co-product sales [Member] | ||||
| Net Sales | 64,679 | 78,514 | 133,485 | 153,048 |
| Ethanol Production [Member] | Intersegment Sales [Member] | ||||
| Net Sales | 421 | 539 | 784 | 1,013 |
| Marketing And Distribution [Member] | ||||
| Net Sales | 89,170 | 100,450 | 198,596 | 208,539 |
| Cost of goods sold | 87,741 | 94,203 | 189,569 | 195,135 |
| Income (loss) before benefit for income taxes: | (129) | 4,929 | 5,989 | 10,677 |
| Interest expense | 774 | 336 | 1,362 | 699 |
| Marketing And Distribution [Member] | Intersegment Sales [Member] | ||||
| Net Sales | 1,942 | 2,330 | 3,760 | 4,555 |
| Marketing And Distribution [Member] | Ethanol alcohol Sales Member] | ||||
| Net Sales | 86,754 | 97,634 | 193,908 | 203,063 |
| Marketing And Distribution [Member] | Ethanol alcohol Sales Net Member] | ||||
| Net Sales | 474 | 486 | 928 | 921 |
| Corporate Activities [Member] | ||||
| Income (loss) before benefit for income taxes: | (1,044) | (2,194) | (3,757) | (5,732) |
| Depreciation | 113 | 208 | 234 | 441 |
| Interest expense | $ 2,293 | $ 2,141 | $ 4,734 | $ 4,259 |
SEGMENTS. (Details 1)
| SEGMENTS. (Details 1) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | |
| Total Assets | $ 685,820 | $ 659,981 | [1] |
| Ethanol Production [Member] | |||
| Total Assets | 550,004 | 532,790 | |
| Marketing and Distribution [Member] | |||
| Total Assets | 119,948 | 112,984 | |
| Corporate Assets [Member] | |||
| Total Assets | $ 15,868 | $ 14,117 | |
| [1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2018. | ||
SEGMENTS. (Details Narrative)
| SEGMENTS. (Details Narrative) | 6 Months Ended |
| Jun. 30, 2019Number | |
| Segment Reporting [Abstract] | |
| Number of operating segments | 2 |
INVENTORIES. (Details)
| INVENTORIES. (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | |
| Inventory Disclosure [Abstract] | |||
| Finished goods | $ 54,602 | $ 35,778 | |
| Work in progress | 10,144 | 6,855 | |
| Raw materials | 6,702 | 7,233 | |
| Low-carbon and RIN credits | 4,029 | 6,130 | |
| Other | 2,013 | 1,824 | |
| Total | $ 77,490 | $ 57,820 | [1] |
| [1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2018. | ||
INVENTORIES. (Details Narrative
| INVENTORIES. (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
| Inventory Disclosure [Abstract] | ||
| Inventory, net of valuation adjustments | $ 1,285 | $ 2,328 |
DERIVATIVES. (Details)
| DERIVATIVES. (Details) - Non Designated Derivative Instruments [Member] - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
| Cash Collateral Balance [Member] | ||
| Derivative assets | $ 1,008 | $ 8,479 |
| Commodity Contracts [Member] | ||
| Derivative assets | 5,437 | 1,765 |
| Derivative liabilities | $ 684 | $ 6,309 |
DERIVATIVES. (Details 1)
| DERIVATIVES. (Details 1) - Non Designated Derivative Instruments [Member] - Commodity Contracts [Member] - Cost of goods sold [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
| Derivative Instruments, Gain (Loss) [Line Items] | ||||
| Realized Gains (Losses) | $ (3,783) | $ (499) | $ (4,413) | $ (2,157) |
| Unrealized Gains (Losses) | $ 8,754 | $ (2,410) | $ 9,298 | $ (1,213) |
DERIVATIVES. (Details Narrative
| DERIVATIVES. (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
| Recognized losses due to change in fair value | $ 4,971 | $ 2,909 | $ 4,885 | $ 3,370 |
LEASES. (Details)
| LEASES. (Details) $ in Thousands | Jun. 30, 2019USD ($) |
| Equipment [Member] | |
| 2019 | $ 4,441 |
| 2020 | 7,349 |
| 2021 | 4,374 |
| 2022 | 4,140 |
| 2023 | 3,500 |
| 2024-43 | 7,889 |
| Total | 31,693 |
| Land Related [Member] | |
| 2019 | 519 |
| 2020 | 1,054 |
| 2021 | 1,077 |
| 2022 | 1,100 |
| 2023 | 1,013 |
| 2024-43 | 34,674 |
| Total | $ 39,437 |
LEASES. (Details Narrative)
| LEASES. (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended |
| Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
| Right of assets and operating lease liability | $ 43,753 | $ 43,753 |
| Operating lease, weighted average discount rate | 6.01% | 6.01% |
| Operating lease costs | $ 2,069 | $ 4,332 |
| Selling, General and Administrative Expenses [Member] | ||
| Operating lease costs | $ 118 | $ 236 |
| Equipment [Member] | ||
| Weighted average remaining lease term | 2 years 10 months 6 days | 2 years 10 months 6 days |
| Land Related [Member] | ||
| Weighted average remaining lease term | 12 years 10 months 10 days | 12 years 10 months 10 days |
| Minimum [Member] | ||
| Lease term | 1 year | 1 year |
| Maximum [Member] | ||
| Lease term | 57 years | 57 years |
DEBT. (Details)
| DEBT. (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | |
| Long-term borrowings are summarized as follows | |||
| Total debt | $ 247,637 | $ 233,505 | |
| Less unamortized debt discount | (331) | (690) | |
| Less unamortized debt financing costs | (1,180) | (1,377) | |
| Less short-term portion | (143,379) | (146,671) | [1] |
| Long-term debt | 102,747 | 84,767 | [1] |
| Term Loan [Member] | Illinois Corn Processing, LLC [Member] | |||
| Long-term borrowings are summarized as follows | |||
| Term debt | 13,500 | 16,500 | |
| Parent Notes Payable [Member] | |||
| Long-term borrowings are summarized as follows | |||
| Notes payable | 63,200 | 66,948 | |
| Revolving Credit Facility [Member] | Illinois Corn Processing, LLC [Member] | |||
| Long-term borrowings are summarized as follows | |||
| Term debt | 18,000 | 18,000 | |
| Kinergy Marketing LLC [Member] | |||
| Long-term borrowings are summarized as follows | |||
| Line of credit | 12,600 | ||
| Kinergy Marketing LLC [Member] | Line of Credit [Member] | |||
| Long-term borrowings are summarized as follows | |||
| Line of credit | 77,937 | 57,057 | |
| Pacific Ethanol Pekin, Inc [Member] | Term Loan [Member] | |||
| Long-term borrowings are summarized as follows | |||
| Term debt | 43,000 | 43,000 | |
| Pacific Ethanol Pekin, Inc [Member] | Revolving Credit Facility [Member] | |||
| Long-term borrowings are summarized as follows | |||
| Term debt | $ 32,000 | $ 32,000 | |
| [1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2018. | ||
DEBT (Details Narrative)
| DEBT (Details Narrative) - USD ($) $ in Thousands | Mar. 21, 2019 | Mar. 30, 2018 | Jul. 31, 2019 | Jun. 30, 2019 | Aug. 20, 2019 | Aug. 06, 2019 | Dec. 31, 2018 | [1] |
| Net assets | $ 685,820 | $ 659,981 | ||||||
| Kinergy Marketing LLC [Member] | Line of Credit [Member] | ||||||||
| Unused borrowing capacity | 12,641 | |||||||
| Temporary increase incremental availability | 7,804 | |||||||
| Description of borrowing capacity | The borrowing base under the credit facility at 90% of eligible accounts receivable, plus the lesser of (a) $50,000,000, (b) 80% of eligible inventory, or (c) 95% of the estimated recovery value of eligible inventory. | |||||||
| Interest rate term | Accrue interest at an annual rate equal to the daily three month LIBOR plus an applicable margin of 4.00%. | |||||||
| Expiration date | Nov. 30, 2019 | |||||||
| Pacific Ethanol Pekin Inc [Member] | Term Loan [Member] | ||||||||
| Description of debt covenant | One of the Company’s subsidiaries, amended its term loan facility by reducing the amount of working capital it is required to maintain to not less than $13.0 million from March 31, 2018 through November 30, 2018 and not less than $16.0 million from December 1, 2018 and continuing at all times thereafter. | |||||||
| Debt maturity date | May 31, 2018 | |||||||
| Pacific Ethanol Pekin Inc [Member] | Term Loan [Member] | Subsequent Event [Member] | ||||||||
| Debt face amount | $ 3,500 | |||||||
| Pacific Ethanol Pekin Inc [Member] | Line of Credit [Member] | Lender [Member] | ||||||||
| Debt face amount | $ 3,500 | $ 3,500 | ||||||
| Debt maturity date | Feb. 20, 2019 | |||||||
| Interest rate term | Interest rate under the facilities by 125 basis points to an annual rate equal to the 30-day LIBOR plus 5.00%. | |||||||
| Description of maintain working capital | Working capital of not less than $15,000,000 from March 21, 2019 through July 15, 2019 and working capital of not less than $30,000,000 from July 15, 2019 and continuing at all times thereafter. | |||||||
| Description of event of default | At which time the waivers will become permanent if Pacific Ethanol Central, LLC (“PE Central”), PE Pekin’s parent, has made a contribution to PE Pekin in an amount equal to $30,000,000, minus the then-existing amount of PE Pekin’s working capital, plus the amount of any accounts receivable owed by PE Central to PE Pekin, plus $12,000,000 (the “PE Central Contribution Amount”). | |||||||
| Pacific Ethanol Pekin Inc [Member] | Line of Credit [Member] | ||||||||
| Debt face amount | $ 10,500 | |||||||
| Net assets | $ 195,500 | |||||||
| Date of first required principal payment | Nov. 15, 2019 | |||||||
| [1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2018. | |||||||
COMMITMENTS AND CONTINGENCIES.
| COMMITMENTS AND CONTINGENCIES. (Details Narrative) $ in Thousands | 6 Months Ended |
| Jun. 30, 2019USD ($) | |
| Ethanol Purchase Contracts [Member] | |
| Indexed-price purchase contracts | 13,794,000 gallons |
| Fixed-price purchase contracts value | $ 8,847 |
| Ethanol Purchase Contracts [Member] | Suppliers [Member] | |
| Fixed-price purchase contracts value | $ 14,823 |
| Co-products Sales Contracts [Member] | |
| Open ethanol indexed-price sales contracts | 260,000 tons |
| Open fixed-price sales contracts valued | $ 28,789 |
| Ethanol Sales Contracts [Member] | |
| Open ethanol indexed-price sales contracts | 223,958,000 gallons |
| Open fixed-price sales contracts valued | $ 97,055 |
PENSION AND RETIREMENT BENEFI_3
| PENSION AND RETIREMENT BENEFIT PLANS. (Details) - Retirement Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
| Interest cost | $ 190 | $ 174 | $ 380 | $ 348 |
| Service cost | 94 | 106 | 188 | 212 |
| Expected return on plan assets | (190) | (204) | (380) | (408) |
| Net periodic expense | $ 94 | $ 76 | $ 188 | $ 152 |
PENSION AND RETIREMENT BENEFI_4
| PENSION AND RETIREMENT BENEFIT PLANS. (Details 1) - Postretirement Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
| Interest cost | $ 55 | $ 46 | $ 110 | $ 92 |
| Service cost | 17 | 2 | 34 | 4 |
| Amortization of (gain) loss | 30 | 33 | 60 | 66 |
| Net periodic expense | $ 102 | $ 81 | $ 204 | $ 162 |
PENSION AND RETIREMENT BENEFI_5
| PENSION AND RETIREMENT BENEFIT PLANS. (Details Narrative) $ in Thousands | Dec. 31, 2018USD ($) |
| Postretirement Plan [Member] | |
| Accumulated projected benefit obligation | $ 5,711 |
| Retirement Plan [Member] | |
| Accumulated projected benefit obligation | 18,690 |
| Fair value of plan assets | 13,257 |
| Underfunded amount | $ 5,433 |
FAIR VALUE MEASUREMENTS. (Detai
| FAIR VALUE MEASUREMENTS. (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | ||
| Assets: | ||||
| Assets | $ 5,437 | [1] | $ 15,022 | |
| Liabilities: | ||||
| Liabilities | [1] | (684) | ||
| Level 1 [Member] | ||||
| Assets: | ||||
| Assets | 5,437 | [1] | 1,765 | |
| Liabilities: | ||||
| Liabilities | [1] | (684) | ||
| Level 2 [Member] | ||||
| Assets: | ||||
| Assets | [1] | 13,257 | ||
| Liabilities: | ||||
| Liabilities | [1] | |||
| Level 3 [Member] | ||||
| Assets: | ||||
| Assets | [1] | |||
| Liabilities: | ||||
| Liabilities | [1] | |||
| Derivative Financial Instrument [Member] | ||||
| Assets: | ||||
| Assets | [1] | 5,437 | 1,765 | |
| Liabilities: | ||||
| Liabilities | (684) | [1] | (6,309) | |
| Derivative Financial Instrument [Member] | Level 1 [Member] | ||||
| Assets: | ||||
| Assets | [1] | 5,437 | 1,765 | |
| Liabilities: | ||||
| Liabilities | (684) | [1] | (6,309) | |
| Derivative Financial Instrument [Member] | Level 2 [Member] | ||||
| Assets: | ||||
| Assets | [1] | |||
| Liabilities: | ||||
| Liabilities | [1] | |||
| Derivative Financial Instrument [Member] | Level 3 [Member] | ||||
| Assets: | ||||
| Assets | [1] | |||
| Liabilities: | ||||
| Liabilities | [1] | |||
| Defined Benefit Plan Assets Large U.S. Equity [Member] | ||||
| Assets: | ||||
| Assets | [2] | $ 3,621 | ||
| Liabilities: | ||||
| Benefit plan allocation percentage | [2] | 27.00% | ||
| Defined Benefit Plan Assets Large U.S. Equity [Member] | Level 1 [Member] | ||||
| Assets: | ||||
| Assets | [2] | |||
| Defined Benefit Plan Assets Large U.S. Equity [Member] | Level 2 [Member] | ||||
| Assets: | ||||
| Assets | [2] | 3,621 | ||
| Defined Benefit Plan Assets Large U.S. Equity [Member] | Level 3 [Member] | ||||
| Assets: | ||||
| Assets | [2] | |||
| Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | ||||
| Assets: | ||||
| Assets | [3] | $ 1,844 | ||
| Liabilities: | ||||
| Benefit plan allocation percentage | [3] | 14.00% | ||
| Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | Level 1 [Member] | ||||
| Assets: | ||||
| Assets | [3] | |||
| Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | Level 2 [Member] | ||||
| Assets: | ||||
| Assets | [3] | 1,844 | ||
| Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | Level 3 [Member] | ||||
| Assets: | ||||
| Assets | [3] | |||
| Defined Benefit Plan Assets International Equity [Member] | ||||
| Assets: | ||||
| Assets | [4] | $ 2,106 | ||
| Liabilities: | ||||
| Benefit plan allocation percentage | [4] | 16.00% | ||
| Defined Benefit Plan Assets International Equity [Member] | Level 1 [Member] | ||||
| Assets: | ||||
| Assets | [4] | |||
| Defined Benefit Plan Assets International Equity [Member] | Level 2 [Member] | ||||
| Assets: | ||||
| Assets | [4] | 2,106 | ||
| Defined Benefit Plan Assets International Equity [Member] | Level 3 [Member] | ||||
| Assets: | ||||
| Assets | [4] | |||
| Defined Benefit Plan Assets Fixed Income [Member] | ||||
| Assets: | ||||
| Assets | [5] | $ 5,686 | ||
| Liabilities: | ||||
| Benefit plan allocation percentage | [5] | 43.00% | ||
| Defined Benefit Plan Assets Fixed Income [Member] | Level 1 [Member] | ||||
| Assets: | ||||
| Assets | [5] | |||
| Defined Benefit Plan Assets Fixed Income [Member] | Level 2 [Member] | ||||
| Assets: | ||||
| Assets | [5] | 5,686 | ||
| Defined Benefit Plan Assets Fixed Income [Member] | Level 3 [Member] | ||||
| Assets: | ||||
| Assets | [5] | |||
| [1] | Included in derivative instruments in the consolidated balance sheets. | |||
| [2] | This category includes investments in funds comprised of equity securities of large U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. | |||
| [3] | This category includes investments in funds comprised of equity securities of small- and medium-sized U.S. companies. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. | |||
| [4] | This category includes investments in funds comprised of equity securities of foreign companies including emerging markets. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. | |||
| [5] | This category includes investments in funds comprised of U.S. and foreign investment-grade fixed income securities, high-yield fixed income securities that are rated below investment-grade, U.S. treasury securities, mortgage-backed securities, and other asset-backed securities. The funds are valued using the net asset value method in which an average of the market prices for the underlying investments is used to value the fund. | |||
EARNINGS PER SHARE. (Details)
| EARNINGS PER SHARE. (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
| Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
| Loss Numerator | ||||||
| Net loss attributed to Pacific Ethanol, Inc. | $ (7,646) | $ (12,908) | $ (20,536) | $ (20,749) | ||
| Less: Preferred stock dividends | (315) | $ (312) | (315) | $ (312) | (627) | (627) |
| Basic and diluted loss per share: | ||||||
| Loss available to common stockholders | $ (7,961) | $ (13,223) | $ (21,163) | $ (21,376) | ||
| Shares Denominator | ||||||
| Shares available to common stockholders - basic and diluted | 47,771 | 43,285 | 46,651 | 43,098 | ||
| Per-Share Amount | ||||||
| Per-Share amount - basic and diluted | $ (0.17) | $ (0.31) | $ (0.45) | $ (0.50) | ||
EARNINGS PER SHARE. (Details Na
| EARNINGS PER SHARE. (Details Narrative) - shares | 3 Months Ended | 6 Months Ended | ||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
| Earnings Per Share. | ||||
| Potentially dilutive shares from convertible securities outstanding | 635,000 | 1,606,000 | 635,000 | 721,000 |
PARENT COMPANY FINANCIALS. (Det
| PARENT COMPANY FINANCIALS. (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
| Current Assets: | |||||
| Cash and cash equivalents | $ 16,513 | $ 26,627 | [1] | $ 62,581 | $ 49,489 |
| Other current assets | 3,131 | 11,254 | [1] | ||
| Total current assets | 174,459 | 168,804 | [1] | ||
| Property and equipment, net | 462,534 | 482,657 | [1] | ||
| Other Assets: | |||||
| Right of use operating lease assets, net | 40,177 | [1] | |||
| Other assets | 5,972 | 5,842 | [1] | ||
| Total Assets | 685,820 | 659,981 | [1] | ||
| Current Liabilities: | |||||
| Current portion of long-term debt | 143,379 | 146,671 | [1] | ||
| Total current liabilities | 226,340 | 231,859 | [1] | ||
| Other liabilities | 11,194 | 7,282 | [1] | ||
| Total Liabilities | 384,500 | 340,616 | [1] | ||
| Stockholders' Equity: | |||||
| Common and non-voting common stock | 50 | 46 | [1] | ||
| Additional paid-in capital | 937,208 | 932,179 | [1] | ||
| Accumulated other comprehensive loss | (2,459) | (2,459) | [1] | ||
| Accumulated deficit | (651,163) | (630,000) | [1] | ||
| Total Pacific Ethanol, Inc. stockholders' equity | 283,637 | 299,767 | [1] | ||
| Total Liabilities and Stockholders' Equity | 685,820 | 659,981 | [1] | ||
| Parent Company [Member] | |||||
| Current Assets: | |||||
| Cash and cash equivalents | 5,163 | 6,759 | $ 2,491 | $ 5,314 | |
| Receivables from subsidiaries | 10,285 | 17,156 | |||
| Other current assets | 1,636 | 1,659 | |||
| Total current assets | 17,084 | 25,574 | |||
| Property and equipment, net | 391 | 522 | |||
| Other Assets: | |||||
| Investments in subsidiaries | 275,527 | 286,666 | |||
| Pacific Ethanol West plant receivable | 58,766 | 58,766 | |||
| Right of use operating lease assets, net | 3,381 | ||||
| Other assets | 1,529 | 1,437 | |||
| Total other assets | 339,203 | 346,869 | |||
| Total Assets | 356,678 | 372,965 | |||
| Current Liabilities: | |||||
| Accounts payable and accrued liabilities | 2,335 | 2,469 | |||
| Accrued PE Op Co. purchase | 3,829 | 3,829 | |||
| Current portion of long-term debt | 62,866 | 66,255 | |||
| Other current liabilities | 590 | 385 | |||
| Total current liabilities | 69,620 | 72,938 | |||
| Operating leases, net of current portion | 3,169 | ||||
| Deferred tax liabilities | 251 | 251 | |||
| Other liabilities | 1 | 9 | |||
| Total Liabilities | 73,041 | 73,198 | |||
| Stockholders' Equity: | |||||
| Preferred stock | 1 | 1 | |||
| Common and non-voting common stock | 50 | 46 | |||
| Additional paid-in capital | 937,208 | 932,179 | |||
| Accumulated other comprehensive loss | (2,459) | (2,459) | |||
| Accumulated deficit | (651,163) | (630,000) | |||
| Total Pacific Ethanol, Inc. stockholders' equity | 283,637 | 299,767 | |||
| Total Liabilities and Stockholders' Equity | $ 356,678 | $ 372,965 | |||
| [1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2018. | ||||
PARENT COMPANY FINANCIALS. (D_2
| PARENT COMPANY FINANCIALS. (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
| Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
| Selling, general and administrative expenses | $ 6,708 | $ 8,898 | $ 14,943 | $ 18,213 | ||
| Loss from operations | (2,737) | (10,171) | (13,261) | (16,124) | ||
| Interest expense | (5,115) | (4,177) | (9,851) | (8,682) | ||
| Loss before benefit for income taxes | (8,290) | (14,604) | (22,451) | (24,664) | ||
| Benefit for income taxes | (563) | |||||
| Consolidated net loss | (8,290) | $ (14,161) | (14,604) | $ (9,497) | (22,451) | (24,101) |
| Parent Company [Member] | ||||||
| Management fees from subsidiaries | 3,000 | 3,330 | 6,330 | 6,408 | ||
| Selling, general and administrative expenses | 2,818 | 4,513 | 7,547 | 9,889 | ||
| Loss from operations | 182 | (1,183) | (1,217) | (3,481) | ||
| Interest income | 1,172 | 1,172 | 2,331 | 2,333 | ||
| Interest expense | (2,307) | (2,154) | (4,762) | (4,286) | ||
| Other expense | (83) | (65) | (84) | (498) | ||
| Loss before benefit for income taxes | (1,036) | (2,230) | (3,732) | (5,932) | ||
| Benefit for income taxes | 563 | |||||
| Loss before benefit for income taxes | (1,036) | (2,230) | (3,732) | (5,369) | ||
| Equity in losses of subsidiaries | (6,610) | (10,678) | (16,804) | (15,380) | ||
| Consolidated net loss | $ (7,646) | $ (12,908) | $ (20,536) | $ (20,749) | ||
PARENT COMPANY FINANCIALS. (D_3
| PARENT COMPANY FINANCIALS. (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
| Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
| Operating Activities: | |||||
| Net loss | $ (7,646) | $ (12,908) | $ (20,536) | $ (20,749) | |
| Adjustments to reconcile net loss to cash used in operating activities: | |||||
| Amortization of debt discounts | 357 | 357 | |||
| Changes in operating assets and liabilities: | |||||
| Accounts receivables | 913 | 7,781 | |||
| Accounts payable and accrued expenses | (8,403) | 1,003 | |||
| Net cash used in operating activities | (25,754) | 4,906 | |||
| Investing Activities: | |||||
| Additions to property and equipment | (1,536) | (7,340) | |||
| Net cash provided by (used in) investing activities | (1,536) | (7,340) | |||
| Financing Activities: | |||||
| Proceeds from issuances of common stock | 3,670 | ||||
| Net cash used in financing activities | 17,176 | 15,526 | |||
| Net decrease in cash and cash equivalents | (10,114) | 13,092 | |||
| Cash and cash equivalents at beginning of period | 26,627 | [1] | 49,489 | ||
| Cash and cash equivalents at end of period | 16,513 | 62,581 | 16,513 | 62,581 | |
| Parent Company [Member] | |||||
| Operating Activities: | |||||
| Net loss | (20,536) | (20,749) | |||
| Adjustments to reconcile net loss to cash used in operating activities: | |||||
| Equity in losses of subsidiaries | 6,610 | 10,678 | 16,804 | 15,380 | |
| Depreciation | 142 | 349 | |||
| Deferred income taxes | 563 | ||||
| Amortization of debt discounts | 357 | 357 | |||
| Changes in operating assets and liabilities: | |||||
| Accounts receivables | 1,871 | (3,893) | |||
| Other assets | (281) | 1,104 | |||
| Accounts payable and accrued expenses | 1,363 | 326 | |||
| Accounts payable with subsidiaries | (600) | (620) | |||
| Net cash used in operating activities | (880) | (7,183) | |||
| Investing Activities: | |||||
| Dividend from subsidiaries | 10,000 | ||||
| Contributions to subsidiaries | (5,000) | ||||
| Additions to property and equipment | (11) | (13) | |||
| Net cash provided by (used in) investing activities | (11) | 4,987 | |||
| Financing Activities: | |||||
| Proceeds from issuances of common stock | 3,670 | ||||
| Payments on senior notes | (3,748) | ||||
| Preferred stock dividend payments | (627) | (627) | |||
| Net cash used in financing activities | (705) | (627) | |||
| Net decrease in cash and cash equivalents | (1,596) | (2,823) | |||
| Cash and cash equivalents at beginning of period | 6,759 | 5,314 | |||
| Cash and cash equivalents at end of period | $ 5,163 | $ 2,491 | $ 5,163 | $ 2,491 | |
| [1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2018. | ||||
PARENT COMPANY FINANCIALS. (D_4
| PARENT COMPANY FINANCIALS. (Details Narrative) $ in Thousands | Mar. 31, 2019USD ($) |
| Condensed Financial Information Disclosure [Abstract] | |
| Net asset | $ 195,549 |