Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 13, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | Pacific Ethanol, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 68,494,982 | |
Amendment Flag | false | |
Entity Central Index Key | 0000778164 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-21467 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | ||
Current Assets: | ||||
Cash and cash equivalents | $ 38,730 | $ 18,997 | [1] | |
Accounts receivable, net (net of allowance for doubtful accounts of $16 and $39, respectively) | 44,465 | 74,307 | [1] | |
Inventories | 37,706 | 60,600 | [1] | |
Prepaid inventory | 1,215 | 1,528 | [1] | |
Assets held-for-sale | 6,920 | 69,764 | [1] | |
Derivative instruments | 5,792 | 2,438 | [1] | |
Other current assets | 2,887 | 4,430 | [1] | |
Total current assets | 137,715 | 232,064 | [1] | |
Property and equipment, net | 306,251 | 332,526 | [1] | |
Other Assets: | ||||
Right of use operating lease assets, net | 21,710 | 24,346 | [1] | |
Notes receivable | 15,624 | [1] | ||
Assets held-for-sale | [1] | 16,500 | ||
Intangible assets | 2,678 | 2,678 | [1] | |
Other assets | 5,484 | 4,381 | [1] | |
Total other assets | 45,496 | 47,905 | [1] | |
Total Assets | 489,462 | 612,495 | [1] | |
Current Liabilities: | ||||
Accounts payable – trade | 17,582 | 29,277 | [1] | |
Accrued liabilities | 11,721 | 22,331 | [1] | |
Current portion – operating leases | 2,541 | 3,457 | [1] | |
Current portion – long-term debt | 74,900 | 63,000 | [1] | |
Liabilities held-for-sale | 34,413 | [1] | ||
Derivative instruments | 1,860 | [1] | ||
Other current liabilities | 8,361 | 6,060 | [1] | |
Total current liabilities | 115,105 | 160,398 | [1] | |
Long-term debt, net of current portion | 87,989 | 180,795 | [1] | |
Operating leases, net of current portion | 19,659 | 21,171 | [1] | |
Other liabilities | 21,493 | 23,086 | [1] | |
Total Liabilities | 244,246 | 385,450 | [1] | |
Commitments and Contingencies (Note 7) | [1] | |||
Pacific Ethanol, Inc. Stockholders’ Equity: | ||||
Preferred stock, $0.001 par value; 10,000 shares authorized; Series A: 1,684 shares authorized; no shares issued and outstanding as of September 30, 2020 and December 31, 2019; Series B: 1,581 shares authorized; 927 shares issued and outstanding as of September 30, 2020 and December 31, 2019; liquidation preference of $19,344 as of September 30, 2020 | 1 | 1 | ||
Common stock value | 63 | 56 | ||
Additional paid-in capital | 963,606 | 942,307 | [1] | |
Accumulated other comprehensive loss | (2,370) | (2,370) | [1] | |
Accumulated deficit | (716,084) | (720,214) | [1] | |
Total Pacific Ethanol, Inc. Stockholders’ Equity | 245,216 | 219,780 | [1] | |
Noncontrolling interests | 7,265 | [1] | ||
Total Stockholders’ Equity | 245,216 | 227,045 | [1] | |
Total Liabilities and Stockholders’ Equity | 489,462 | 612,495 | [1] | |
Non-Voting Common Stock | ||||
Pacific Ethanol, Inc. Stockholders’ Equity: | ||||
Common stock value | ||||
[1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2019. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts receivable, net of allowance (in Dollars) | $ 16 | $ 39 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000 | 10,000 |
Liquidation preference (in Dollars) | $ 19,344 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 300,000 | 300,000 |
Common stock, issued | 63,483 | 55,508 |
Common stock, outstanding | 63,483 | 55,508 |
Series A Preferred Stock | ||
Preferred stock, authorized | 1,684 | 1,684 |
Preferred stock, issued | ||
Preferred stock, outstanding | ||
Series B Preferred Stock | ||
Preferred stock, authorized | 1,581 | 1,581 |
Preferred stock, issued | 927 | 927 |
Preferred stock, outstanding | 927 | 927 |
Non-Voting Common Stock | ||
Common stock, par value (in Dollars per share) | $ 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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net sales | $ 204,727 | $ 365,160 | $ 728,205 | $ 1,067,264 |
Cost of goods sold | 183,797 | 379,976 | 688,983 | 1,080,398 |
Gross profit (loss) | 20,930 | (14,816) | 39,222 | (13,134) |
Selling, general and administrative expenses | (6,404) | (8,687) | (25,245) | (23,630) |
Gain on litigation settlement | 11,750 | 11,750 | ||
Income (loss) from operations | 26,276 | (23,503) | 25,727 | (36,764) |
Interest expense, net | (4,199) | (5,163) | (14,153) | (15,014) |
Fair value adjustments | (6,856) | (7,497) | ||
Other income (expense), net | (6) | (407) | (1,164) | 254 |
Income (loss) before benefit for income taxes | 15,215 | (29,073) | 2,913 | (51,524) |
Benefit for income taxes | ||||
Consolidated net income (loss) | 15,215 | (29,073) | 2,913 | (51,524) |
Net loss attributed to noncontrolling interests | 1,747 | 2,166 | 3,662 | |
Net income (loss) attributed to Pacific Ethanol, Inc. | 15,215 | (27,326) | 5,079 | (47,862) |
Preferred stock dividends | (319) | (319) | (949) | (946) |
Net income (loss) available to common stockholders | $ 14,896 | $ (27,645) | $ 4,130 | $ (48,808) |
Net income (loss) per share, basic (in Dollars per share) | $ 0.25 | $ (0.58) | $ 0.07 | $ (1.04) |
Net income (loss) per share, diluted (in Dollars per share) | $ 0.24 | $ (0.58) | $ 0.07 | $ (1.04) |
Weighted-average shares outstanding, basic (in Shares) | 58,503 | 47,777 | 55,620 | 47,030 |
Weighted-average shares outstanding, diluted (in Shares) | 61,699 | 47,777 | 57,958 | 47,030 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | ||
Operating Activities: | |||
Consolidated net income (loss) | $ 2,913,000 | $ (51,524,000) | |
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization of intangibles | 26,855,000 | 35,944,000 | |
Amortization of deferred financing fees | 587,000 | 1,105,000 | |
Fair value adjustments | 7,497,000 | ||
Interest added to debt | 133,000 | ||
Non-cash compensation | 2,012,000 | 2,103,000 | |
Gain on derivative instruments | (1,582,000) | (1,565,000) | |
Bad debt expense | 1,000 | 27,000 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 29,841,000 | (370,000) | |
Inventories | 22,863,000 | (4,689,000) | |
Other assets | 1,348,000 | 5,836,000 | |
Prepaid inventory | 313,000 | (101,000) | |
Operating leases | (2,348,000) | (7,646,000) | |
Assets held-for-sale | 1,012,000 | ||
Liabilities held-for-sale | 9,345,000 | ||
Accounts payable and accrued expenses | (25,097,000) | (6,323,000) | |
Net cash provided by (used in) operating activities | 75,693,000 | (27,203,000) | |
Investing Activities: | |||
Proceeds from PAL Sale | 19,896,000 | ||
Additions to property and equipment | (4,864,000) | (2,144,000) | |
Net cash provided by (used in) investing activities | 15,032,000 | (2,144,000) | |
Financing Activities: | |||
Net (payments on) proceeds from Kinergy’s line of credit | (39,548,000) | 22,629,000 | |
Proceeds from warrant exercises | 5,500,000 | ||
Proceeds from issuance of common stock | 5,296,000 | 3,670,000 | |
Proceeds from CoGen contract amendment | 8,036,000 | ||
Proceeds from borrowings | 9,860,000 | ||
Principal payments on borrowings | (52,100,000) | (11,748,000) | |
Preferred stock dividends paid | (946,000) | ||
Net cash provided by (used in) financing activities | (70,992,000) | 21,641,000 | |
Net change in cash and cash equivalents | 19,733,000 | (7,706,000) | |
Cash and cash equivalents at beginning of period | 18,997,000 | [1] | 26,627,000 |
Cash and cash equivalents at end of period | 38,730,000 | 18,921,000 | |
Supplemental Cash Flow Information: | |||
Interest paid | 13,746,000 | 13,877,000 | |
Accrued preferred stock dividends | $ 949,000 | ||
[1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2019. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accum. Other Comprehensive Income (Loss) | Non-Controlling Interests | Total | |
Balances at Dec. 31, 2018 | $ 1 | $ 46 | $ 932,179 | $ (630,000) | $ (2,459) | $ 19,598 | $ 319,365 | |
Balances (in Shares) at Dec. 31, 2018 | 927 | 45,771 | ||||||
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) | |||||||
Issuance of common stock | $ 3 | 3,667 | 3,670 | |||||
Issuance of common stock (in Shares) | 3,137 | |||||||
Preferred stock dividends | (312) | (312) | ||||||
Net loss/income | (12,890) | (1,271) | (14,161) | |||||
Balances, at Mar. 31, 2019 | $ 1 | $ 49 | 936,643 | (643,202) | (2,459) | 18,327 | 309,359 | |
Balances, (in Shares) at Mar. 31, 2019 | 927 | 48,884 | ||||||
Balances at Dec. 31, 2018 | $ 1 | $ 46 | 932,179 | (630,000) | (2,459) | 19,598 | 319,365 | |
Balances (in Shares) at Dec. 31, 2018 | 927 | 45,771 | ||||||
Net loss/income | (51,524) | |||||||
Balances, at Sep. 30, 2019 | $ 1 | $ 50 | 937,795 | (678,808) | (2,459) | 15,936 | 272,515 | |
Balances, (in Shares) at Sep. 30, 2019 | 927 | 49,784 | ||||||
Balances at Mar. 31, 2019 | $ 1 | $ 49 | 936,643 | (643,202) | (2,459) | 18,327 | 309,359 | |
Balances (in Shares) at Mar. 31, 2019 | 927 | 48,884 | ||||||
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 | |||||||
Preferred stock dividends | (315) | (315) | ||||||
Net loss/income | (7,646) | (644) | (8,290) | |||||
Balances, at Jun. 30, 2019 | $ 1 | $ 50 | 937,208 | (651,163) | (2,459) | 17,683 | 301,320 | |
Balances, (in Shares) at Jun. 30, 2019 | 927 | 49,838 | ||||||
Stock-based compensation expense – restricted stock issued to employees and directors, net of cancellations and tax | 587 | 587 | ||||||
Stock-based compensation expense – restricted stock issued to employees and directors, net of cancellations and tax (in Shares) | (54) | |||||||
Preferred stock dividends | (319) | (319) | ||||||
Net loss/income | (27,326) | (1,747) | (29,073) | |||||
Balances, at Sep. 30, 2019 | $ 1 | $ 50 | 937,795 | (678,808) | (2,459) | 15,936 | 272,515 | |
Balances, (in Shares) at Sep. 30, 2019 | 927 | 49,784 | ||||||
Balances at Dec. 31, 2019 | $ 1 | $ 56 | 942,307 | (720,214) | (2,370) | 7,265 | 227,045 | [1] |
Balances (in Shares) at Dec. 31, 2019 | 927 | 55,508 | ||||||
Stock-based compensation expense – restricted stock issued to employees and directors, net of cancellations and tax | $ (4) | 868 | 864 | |||||
Stock-based compensation expense – restricted stock issued to employees and directors, net of cancellations and tax (in Shares) | (38) | |||||||
Issuance of common stock | $ 4 | 278 | 282 | |||||
Issuance of common stock (in Shares) | 421 | |||||||
Preferred stock dividends | (315) | (315) | ||||||
Net loss/income | (25,100) | (2,056) | (27,156) | |||||
Balances, at Mar. 31, 2020 | $ 1 | $ 56 | 943,453 | (745,629) | (2,370) | 5,209 | 200,720 | |
Balances, (in Shares) at Mar. 31, 2020 | 927 | 55,891 | ||||||
Balances at Dec. 31, 2019 | $ 1 | $ 56 | 942,307 | (720,214) | (2,370) | 7,265 | 227,045 | [1] |
Balances (in Shares) at Dec. 31, 2019 | 927 | 55,508 | ||||||
Net loss/income | 2,913 | |||||||
Balances, at Sep. 30, 2020 | $ 1 | $ 63 | 963,606 | (716,084) | (2,370) | 245,216 | ||
Balances, (in Shares) at Sep. 30, 2020 | 927 | 63,483 | ||||||
Balances at Mar. 31, 2020 | $ 1 | $ 56 | 943,453 | (745,629) | (2,370) | 5,209 | 200,720 | |
Balances (in Shares) at Mar. 31, 2020 | 927 | 55,891 | ||||||
Stock-based compensation expense – restricted stock issued to employees and directors, net of cancellations and tax | $ (1) | 582 | 581 | |||||
Stock-based compensation expense – restricted stock issued to employees and directors, net of cancellations and tax (in Shares) | (409) | |||||||
Preferred stock dividends | (315) | (315) | ||||||
Sale of interests in PAL | (5,099) | (5,099) | ||||||
Net loss/income | 14,964 | $ (110) | 14,854 | |||||
Balances, at Jun. 30, 2020 | $ 1 | $ 55 | 944,035 | (730,980) | (2,370) | 210,741 | ||
Balances, (in Shares) at Jun. 30, 2020 | 927 | 55,482 | ||||||
Stock-based compensation expense – restricted stock issued to employees and directors, net of cancellations and tax | $ 1 | 589 | 590 | |||||
Stock-based compensation expense – restricted stock issued to employees and directors, net of cancellations and tax (in Shares) | 1,501 | |||||||
Issuance of common stock | $ 1 | 5,013 | 5,014 | |||||
Issuance of common stock (in Shares) | 1,000 | |||||||
Warrant exercise | $ 6 | 13,969 | 13,975 | |||||
Warrant exercise (in Shares) | 5,500 | |||||||
Preferred stock dividends | (319) | (319) | ||||||
Net loss/income | 15,215 | 15,215 | ||||||
Balances, at Sep. 30, 2020 | $ 1 | $ 63 | $ 963,606 | $ (716,084) | $ (2,370) | $ 245,216 | ||
Balances, (in Shares) at Sep. 30, 2020 | 927 | 63,483 | ||||||
[1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2019. |
Organization and Basis of Prese
Organization and Basis of Presentation. | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION. | 1. ORGANIZATION AND BASIS OF PRESENTATION. Organization and Business The Company is a leading producer and marketer of specialty alcohols and essential ingredients in the United States. The Company’s production distilleries in Illinois are located in the heart of the Corn Belt, benefit from low-cost and abundant feedstock and allow for access to many additional domestic markets. In addition, the Company’s ability to load unit trains and barges from these distilleries in the Midwest allows for greater access to international markets. The Company’s four distilleries in California, Oregon and Idaho (together with their respective holding companies, the “Pacific Ethanol West Plants”) are located in close proximity to both feed and fuel-grade ethanol customers and thus enjoy unique advantages in efficiency, logistics and product pricing. Following the Company’s sale of its interest in Pacific Aurora, the Company has a combined production capacity of 450 million gallons per year. In 2019, the Company marketed nearly 1.0 billion gallons combined of specialty alcohols and fuel-grade ethanol, and nearly 3.0 million tons of essential ingredients on a dry matter basis. The Company focuses on four key markets: Health, Home & Beauty; Food & Beverage; Essential Ingredients; and Renewable Fuels As of September 30, 2020, the Company was operating at approximately 51% of its 450 million gallon annual production capacity. As market conditions change, the Company may increase, decrease or idle production at one or more operating distilleries or resume operations at any idled distillery. Basis of Presentation – Interim Financial Statements Liquidity At September 30, 2020, the Company had $38.7 million in cash and $9.2 million available under Kinergy’s operating line of credit. During the first nine months of 2020, the Company generated $75.7 million in cash from its operations and realized $19.9 million in net cash proceeds from the sale of its interest in Pacific Aurora. These positive cash flows have allowed the Company to make net payments totaling $91.6 million on its debt during the first nine months of 2020. Further, subsequent to September 30, 2020, the Company made an additional $25.3 million in payments on its term debt from proceeds of its offerings of common stock and warrants that generated net proceeds of approximately $70.0 million. The Company believes that as of the date of this report, it is in compliance with all debt covenants contained in its credit facilities, except the Company’s obligation to obtain lender approval of a comprehensive plan to restructure its assets and liabilities with respect to its Pekin and ICP debt and a dispute over whether a portion of the Company’s principal payments originated from an approved source of funds. The Company has appointed a chief restructuring officer to facilitate the development of such a plan and has presented and continues to negotiate the plan with its lenders. As a result, the Company is not in compliance with its obligations to its lenders, which could result in their acceleration of the Company’s debt. Even though the Company doesn’t believe acceleration is probable, it has classified its related debt as current on the Company’s consolidated balance sheets. In addition to the Company’s projected cash flows from operations, the Company recently raised net proceeds of $70.0 million in offerings of common stock and warrants, and has recently announced the sale of certain assets for $10.0 million, which is expected to close by November 30, 2020. In addition, the Company continues to evaluate its Western fuel-grade ethanol distilleries for either repurposing or sale, which may provide additional proceeds to repay debt. Given these factors, the Company believes it has alleviated substantial doubt about its ability to continue as a going concern and has sufficient liquidity to meet its anticipated working capital, debt service and other liquidity needs for the next twelve months from the date of this report. 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 $35,872,000 and $63,736,000 at September 30, 2020 and December 31, 2019, respectively, were used as collateral under Kinergy’s operating line of credit. The allowance for doubtful accounts was $16,000 and $39,000 as of September 30, 2020 and December 31, 2019, respectively. The Company recorded no bad debt expense for the three months ended September 30, 2020 and 2019. The Company recorded a bad debt expense of $1,000 and $27,000 for the nine months ended September 30, 2020 and 2019, respectively. Financial Instruments Impairment of Long-Lived Assets Estimates and Assumptions |
Asset Sales.
Asset Sales. | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
ASSET SALES. | 2. ASSET SALES. Pacific Aurora On December 19, 2019, Pacific Ethanol Central, LLC (“PE Central”) entered into a term sheet covering the proposed sale of its 73.93% ownership interest in Pacific Aurora to Aurora Cooperative Elevator Company (“ACEC”) for $52.8 million, and as a result, the Company determined that as of December 31, 2019, the long-lived assets of Pacific Aurora should be classified as held-for-sale. On April 15, 2020, the Company closed the sale of its ownership interest in Pacific Aurora and preliminarily received total consideration of $52.8 million, subject to working capital adjustments of approximately $35.3 million, resulting in cash proceeds of $19.9 million and the balance of $16.5 million in long-term ACEC promissory notes, resulting in a net loss on sale of approximately $1.4 million, recorded as other income (expense) in the Company’s consolidated statements of operations. Approximately $14.5 million of the cash proceeds were used to repay a portion of the Company’s term debt. In September 2020, the Company and ACEC agreed to certain post-closing adjustments to the purchase price, resulting in a decrease of $0.9 million, and a corresponding reduction in the aggregate principal amount owed under the long-term ACEC promissory notes. The Company received two promissory notes, as adjusted, in the amounts of $8.6 million and $7.0 million as part consideration for the sale, both maturing on April 15, 2025. The $8.6 million note accrues interest at an annual rate of 5.00%. Interest payments are due quarterly beginning July 1, 2020 and principal payments of $0.4 million are due quarterly beginning July 1, 2021. The $7.0 million note accrues interest at an annual rate of 4.50%. Interest payments are due quarterly beginning July 1, 2020 and principal payments of $0.4 million are due quarterly beginning January 3, 2022. In addition, upon the sale, the Company no longer had noncontrolling interests on its balance sheet and no longer records income (loss) of noncontrolling interests for future periods. For the three months ended September 30, 2019, Pacific Aurora contributed approximately $40.1 million in net sales, $6.7 million in pre-tax loss and $1.7 million in net loss attributed to noncontrolling interests, respectively. For the nine months ended September 30, 2020 and 2019, Pacific Aurora contributed $39.6 million and $112.0 million in net sales, $8.4 million and $14.0 million in pre-tax loss, and $2.2 million and $3.7 million in net loss attributed to noncontrolling interests, respectively. Pacific Ethanol Magic Valley On July 28, 2020, the Company entered into a term sheet with Liberty Basin, LLC (“Liberty”) to sell 134 acres, the rail loop and grain handling assets at its Magic Valley plant in Burley, Idaho for $10.0 million in cash. The Company will retain the fuel-grade ethanol production facility and terminal on the remaining 25 acres and will enter into certain agreements with Liberty for delivery of grain to the plant, and as a result, the Company determined that as of September 30, 2020, these long-lived assets should be classified as held-for-sale. On November 9, 2020, the Company announced a definitive sales agreement with Liberty had been signed. The sale is expected to close on or before November 30, 2020, subject to customary and other closing conditions. |
Segments.
Segments. | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENTS. | 3. SEGMENTS. The Company reports its financial and operating performance in two segments: (1) production, which includes the production and sale of alcohols and essential ingredients, with all of the Company’s production distilleries aggregated, and (2) marketing and distribution, which includes marketing and merchant trading for Company-produced products as well as third-party fuel-grade ethanol. The following tables set forth certain financial data for the Company’s operating segments (in thousands): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Net Sales Production, recorded as gross: Alcohol sales $ 89,796 $ 212,897 $ 379,785 $ 586,680 Other product sales 30,549 65,693 134,678 199,177 Intersegment sales 451 403 1,548 1,187 Total production sales 120,796 278,993 516,011 787,044 Marketing and distribution: Alcohol sales, gross $ 84,000 $ 86,124 $ 212,625 $ 280,032 Alcohol sales, net 382 446 1,117 1,375 Intersegment sales 698 2,079 3,483 5,839 Total marketing and distribution sales 85,080 88,649 217,225 287,246 Intersegment eliminations (1,149 ) (2,482 ) (5,031 ) (7,026 ) Net sales as reported $ 204,727 $ 365,160 $ 728,205 $ 1,067,264 Cost of goods sold: Production $ 100,365 $ 294,888 $ 483,223 $ 810,670 Marketing and distribution 84,581 87,976 210,792 277,545 Intersegment eliminations (1,149 ) (2,888 ) (5,032 ) (7,817 ) Cost of goods sold as reported $ 183,797 $ 379,976 $ 688,983 $ 1,080,398 Income (loss) before benefit for income taxes: Production $ 24,976 $ (25,999 ) $ 17,757 $ (50,682 ) Marketing and distribution (865 ) (998 ) 1,740 4,991 Corporate activities (8,896 ) (2,076 ) (16,584 ) (5,833 ) $ 15,215 $ (29,073 ) $ 2,913 $ (51,524 ) Depreciation and amortization: Production $ 8,620 $ 11,833 $ 26,558 $ 35,390 Corporate activities 76 195 297 554 $ 8,696 $ 12,028 $ 26,855 $ 35,944 Interest expense: Production $ 1,383 $ 1,969 $ 5,121 $ 5,724 Marketing and distribution 335 929 1,275 2,291 Corporate activities 2,481 2,265 7,757 6,999 $ 4,199 $ 5,163 $ 14,153 $ 15,014 The following table sets forth the Company’s total assets by operating segment (in thousands): September 30, December 31, Total assets: Production $ 403,358 $ 492,060 Marketing and distribution 69,174 106,863 Corporate assets 16,930 13,572 $ 489,462 $ 612,495 |
Inventories.
Inventories. | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES. | 4. INVENTORIES. Inventories consisted primarily of bulk specialty alcohols, fuel-grade ethanol, 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 $32,000 and $1,290,000 valuation adjustment as of September 30, 2020 and December 31, 2019, respectively. Inventory balances consisted of the following (in thousands): September 30, December 31, Finished goods $ 23,179 $ 38,194 Work in progress 2,503 7,426 Raw materials 6,873 7,890 Low-carbon and RIN credits 3,751 5,690 Other 1,400 1,400 Total $ 37,706 $ 60,600 |
Derivatives.
Derivatives. | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES. | 5. 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 September 30, 2020 Assets Liabilities Balance Sheet Fair Balance Sheet Fair Type of Instrument Location Value Location Value Cash collateral balance Other current assets $ 15 Commodity contracts Derivative instruments $ 5,792 Derivative instruments $ — As of December 31, 2019 Assets Liabilities Balance Sheet Fair Balance Sheet Fair Type of Instrument Location Value Location Value Cash collateral balance Other current assets $ 615 Commodity contracts Derivative instruments $ 2,438 Derivative instruments $ 1,860 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 Gains (Losses) Three Months Ended Type of Instrument Statements of Operations Location 2020 2019 Commodity contracts Cost of goods sold $ (531 ) $ 2,262 Unrealized Gains (Losses) Three Months Ended Type of Instrument Statements of Operations Location 2020 2019 Commodity contracts Cost of goods sold $ 2,113 $ (5,582 ) Realized Gains (Losses) Nine Months Ended Type of Instrument Statements of Operations Location 2020 2019 Commodity contracts Cost of goods sold $ 47 $ (2,150 ) Unrealized Gains (Losses) Nine Months Ended Type of Instrument Statements of Operations Location 2020 2019 Commodity contracts Cost of goods sold $ 1,535 $ 3,715 |
Debt.
Debt. | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
DEBT. | 6. DEBT. Long-term borrowings are summarized as follows (in thousands): September 30, December 31, Kinergy line of credit $ 38,790 $ 78,338 Pekin term loan 8,500 39,500 Pekin revolving loan 32,000 32,000 ICP term loan — 12,000 ICP revolving loan 14,400 18,000 CARES Act loans 9,860 — Parent notes payable 60,282 65,649 163,832 245,487 Less unamortized debt premium 288 461 Less unamortized debt financing costs (1,231 ) (2,153 ) Less short-term portion (74,900 ) (63,000 ) Long-term debt $ 87,989 $ 180,795 PE Pekin Credit Facilities ICP Credit Facilities Parent Notes Payable CARES Act Loans Restrictions |
Commitments and Contingencies.
Commitments and Contingencies. | 9 Months Ended |
Sep. 30, 2020 | |
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. | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Text Block Supplement [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 distillery 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, 2019, the Retirement Plan’s accumulated projected benefit obligation was $21.6 million, with a fair value of plan assets of $15.7 million. The underfunded amount of $5.9 million is recorded on the Company’s consolidated balance sheet in other liabilities. 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, 2019, the Postretirement Plan’s accumulated projected benefit obligation was $5.3 million 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. |
Fair Value Measurements.
Fair Value Measurements. | 9 Months Ended |
Sep. 30, 2020 | |
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 Warrants Significant assumptions used and related fair value for the warrants as of August 5, 2020, the day on which they were fully exercised, were as follows: Original Issuance Exercise Price Volatility Risk Free Interest Rate Term Warrants Outstanding Fair Value 12/22/19 $ 1.00 178.0 % 0.08 % 0.10 5,500,000 $ 8,474,000 Significant assumptions used and related fair value for the warrants as of December 31, 2019 were as follows: Original Issuance Exercise Price Volatility Risk Free Interest Rate Term Warrants Outstanding Fair Value 12/22/19 $ 1.00 76.0 % 1.66 % 3.00 5,500,000 $ 977,000 The fair values of the warrants are based on unobservable inputs and are designated as Level 3 inputs. Other Derivative Instruments The following table summarizes recurring and nonrecurring fair value measurements by level at September 30, 2020 (in thousands): Fair Value Level 1 Level 2 Level 3 Assets: Derivative financial instruments $ 5,792 $ 5,792 $ — $ — The following table summarizes recurring and nonrecurring fair value measurements by level at December 31, 2019 (in thousands): Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments $ 2,438 $ 2,438 $ — $ — Long-lived assets held-for-sale 70,400 — — 70,400 Defined benefit plan assets(1) (pooled separate accounts): Large U.S. Equity(2) 4,654 — 4,654 — 30 % Small/Mid U.S. Equity(3) 2,348 — 2,348 — 15 % International Equity(4) 2,596 — 2,596 — 17 % Fixed Income(5) 6,056 — 6,056 — 38 % $ 88,492 $ 2,438 $ 15,654 $ 70,400 Liabilities: Derivative financial instruments $ (1,860 ) $ (1,860 ) $ — $ — Warrants (977 ) — — (977 ) $ (2,837 ) $ (1,860 ) $ — $ (977 ) (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.
Earnings Per Share. | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 Income Shares Per-Share Net income attributed to Pacific Ethanol, Inc. $ 15,215 Less: Preferred stock dividends (319 ) Basic income per share: Income available to common stockholders $ 14,896 58,503 $ 0.25 Add: Dilutive securities — 3,196 Diluted income per share: Income available to common stockholders $ 14,896 61,699 $ 0.24 Three Months Ended September 30, 2019 Loss Shares Per-Share Net loss attributed to Pacific Ethanol, Inc. $ (27,326 ) Less: Preferred stock dividends (319 ) Basic and diluted loss per share: Loss available to common stockholders $ (27,645 ) 47,777 $ (0.58 ) Nine Months Ended September 30, 2020 Income Shares Per-Share Net income attributed to Pacific Ethanol, Inc. $ 5,079 Less: Preferred stock dividends (949 ) Basic income per share: Income available to common stockholders $ 4,130 55,620 $ 0.07 Add: Dilutive securities — 2,338 Diluted income per share: Income available to common stockholders $ 4,130 57,958 $ 0.07 Nine Months Ended September 30, 2019 Loss Shares Per-Share Net loss attributed to Pacific Ethanol, Inc. $ (47,862 ) Less: Preferred stock dividends (946 ) Basic and diluted loss per share: Loss available to common stockholders $ (48,808 ) 47,030 $ (1.04 ) There were an aggregate of 844,000 and 634,000 potentially dilutive weighted-average shares from convertible securities outstanding for the three and nine months ended September 30, 2020 and 2019, respectively. These convertible securities were not considered in calculating diluted net income (loss) per share for the periods presented, as their effect would have been anti-dilutive. On October 28, 2020, the Company closed an underwritten public offering of 5,075,000 shares of its common stock at a public offering price of $8.42 per share and 5-year pre-funded warrants to purchase 3,825,493 shares of common stock at a public offering price of $8.42 per pre-funded warrant. In addition, in a concurrent private placement, the Company also issued to the investor, for a nominal price, warrants to purchase an additional 8,900,493 shares of common stock at an exercise price of $9.757 per share. The warrants will become exercisable after the six-month anniversary of the offering and will expire on the 18-month anniversary of the offering. The aggregate gross proceeds from the offerings of common stock, pre-funded warrants and warrants was approximately $75.0 million. The net offering proceeds were approximately $70.0 million after deducting underwriting discounts and commissions and other estimated offering expenses. |
Parent Company Financials.
Parent Company Financials. | 9 Months Ended |
Sep. 30, 2020 | |
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): September 30, December 31, Current Assets: Cash and cash equivalents $ 13,816 $ 4,985 Receivables from subsidiaries 13,345 13,057 Other current assets 1,285 2,349 Total current assets 28,446 20,391 Property and equipment, net 172 269 Other Assets: Investments in subsidiaries 237,918 218,464 Pacific Ethanol West plant receivable 49,937 55,750 Right of use operating lease assets, net 3,053 3,253 Other assets 1,344 1,452 Total other assets 292,252 278,919 Total Assets $ 320,870 $ 299,579 Current Liabilities: Accounts payable and accrued liabilities $ 2,577 $ 5,907 Accrued PE Op Co. purchase 3,829 3,829 Current portion of long-term debt 20,000 10,000 Other current liabilities 668 659 Total current liabilities 27,074 20,395 Long-term debt, net of current portion 45,743 56,110 Other liabilities 2,837 3,294 Total Liabilities 75,654 79,799 Stockholders’ Equity: Preferred stock 1 1 Common and non-voting common stock 63 56 Additional paid-in capital 963,606 942,307 Accumulated other comprehensive loss (2,370 ) (2,370 ) Accumulated deficit (716,084 ) (720,214 ) Total Pacific Ethanol, Inc. stockholders’ equity 245,216 219,780 Total Liabilities and Stockholders’ Equity $ 320,870 $ 299,579 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Management fees from subsidiaries $ 2,802 $ 3,330 $ 8,928 $ 9,660 Selling, general and administrative expenses 3,305 3,827 12,990 11,374 Loss from operations (503 ) (497 ) (4,062 ) (1,714 ) Interest income from subsidiaries 1,007 1,145 3,053 3,486 Interest expense (2,497 ) (2,276 ) (7,840 ) (7,039 ) Fair value adjustments (6,856 ) — (7,497 ) — Other expense (41 ) (4 ) (203 ) (86 ) Loss before benefit for income taxes (8,890 ) (1,632 ) (16,549 ) (5,353 ) Benefit for income taxes — — — — Loss before benefit for income taxes (8,890 ) (1,632 ) (16,549 ) (5,353 ) Equity in income (losses) of subsidiaries 24,105 (25,694 ) 21,628 (42,509 ) Consolidated net income (loss) $ 15,215 $ (27,326 ) $ 5,079 $ (47,862 ) For the Nine Months Ended 2020 2019 Operating Activities: Net income (loss) $ 5,079 $ (47,862 ) Adjustments to reconcile net income (loss) to cash used in operating activities: Equity in (income) losses of subsidiaries (21,628 ) 42,509 Fair value adjustments 7,497 — Depreciation 97 227 Amortization of debt discounts (173 ) 539 Changes in operating assets and liabilities: Accounts receivable (288 ) (114 ) Other assets 1,184 173 Accounts payable and accrued expenses (19 ) 1,950 Accounts payable with subsidiaries — (502 ) Net cash used in operating activities $ (8,251 ) $ (3,080 ) Investing Activities: Additions to property and equipment $ — $ (13 ) Net cash used in investing activities $ — $ (13 ) Financing Activities: Proceeds from issuances of common stock $ 5,296 $ 3,670 Proceeds from warrant exercises 5,500 — Proceeds from long-term debt 5,973 — Proceeds from Pacific Ethanol West 5,813 3,016 Payments on senior notes (5,500 ) (3,748 ) Preferred stock dividend payments — (946 ) Net cash provided by financing activities $ 17,082 $ 1,992 Net increase (decrease) in cash and cash equivalents 8,831 (1,101 ) Cash and cash equivalents at beginning of period 4,985 6,759 Cash and cash equivalents at end of period $ 13,816 $ 5,658 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization and Business | Organization and Business The Company is a leading producer and marketer of specialty alcohols and essential ingredients in the United States. The Company’s production distilleries in Illinois are located in the heart of the Corn Belt, benefit from low-cost and abundant feedstock and allow for access to many additional domestic markets. In addition, the Company’s ability to load unit trains and barges from these distilleries in the Midwest allows for greater access to international markets. The Company’s four distilleries in California, Oregon and Idaho (together with their respective holding companies, the “Pacific Ethanol West Plants”) are located in close proximity to both feed and fuel-grade ethanol customers and thus enjoy unique advantages in efficiency, logistics and product pricing. Following the Company’s sale of its interest in Pacific Aurora, the Company has a combined production capacity of 450 million gallons per year. In 2019, the Company marketed nearly 1.0 billion gallons combined of specialty alcohols and fuel-grade ethanol, and nearly 3.0 million tons of essential ingredients on a dry matter basis. The Company focuses on four key markets: Health, Home & Beauty; Food & Beverage; Essential Ingredients; and Renewable Fuels As of September 30, 2020, the Company was operating at approximately 51% of its 450 million gallon annual production capacity. As market conditions change, the Company may increase, decrease or idle production at one or more operating distilleries or resume operations at any idled distillery. |
Basis of Presentation–Interim Financial Statements | Basis of Presentation – Interim Financial Statements |
Liquidity | Liquidity At September 30, 2020, the Company had $38.7 million in cash and $9.2 million available under Kinergy’s operating line of credit. During the first nine months of 2020, the Company generated $75.7 million in cash from its operations and realized $19.9 million in net cash proceeds from the sale of its interest in Pacific Aurora. These positive cash flows have allowed the Company to make net payments totaling $91.6 million on its debt during the first nine months of 2020. Further, subsequent to September 30, 2020, the Company made an additional $25.3 million in payments on its term debt from proceeds of its offerings of common stock and warrants that generated net proceeds of approximately $70.0 million. The Company believes that as of the date of this report, it is in compliance with all debt covenants contained in its credit facilities, except the Company’s obligation to obtain lender approval of a comprehensive plan to restructure its assets and liabilities with respect to its Pekin and ICP debt and a dispute over whether a portion of the Company’s principal payments originated from an approved source of funds. The Company has appointed a chief restructuring officer to facilitate the development of such a plan and has presented and continues to negotiate the plan with its lenders. As a result, the Company is not in compliance with its obligations to its lenders, which could result in their acceleration of the Company’s debt. Even though the Company doesn’t believe acceleration is probable, it has classified its related debt as current on the Company’s consolidated balance sheets. In addition to the Company’s projected cash flows from operations, the Company recently raised net proceeds of $70.0 million in offerings of common stock and warrants, and has recently announced the sale of certain assets for $10.0 million, which is expected to close by November 30, 2020. In addition, the Company continues to evaluate its Western fuel-grade ethanol distilleries for either repurposing or sale, which may provide additional proceeds to repay debt. Given these factors, the Company believes it has alleviated substantial doubt about its ability to continue as a going concern and has sufficient liquidity to meet its anticipated working capital, debt service and other liquidity needs for the next twelve months from the date of this report. |
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 $35,872,000 and $63,736,000 at September 30, 2020 and December 31, 2019, respectively, were used as collateral under Kinergy’s operating line of credit. The allowance for doubtful accounts was $16,000 and $39,000 as of September 30, 2020 and December 31, 2019, respectively. The Company recorded no bad debt expense for the three months ended September 30, 2020 and 2019. The Company recorded a bad debt expense of $1,000 and $27,000 for the nine months ended September 30, 2020 and 2019, respectively. |
Financial Instruments | Financial Instruments |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Estimates and Assumptions | Estimates and Assumptions |
Segments. (Tables)
Segments. (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of financial data for operating segments | Three Months Ended Nine Months Ended 2020 2019 2020 2019 Net Sales Production, recorded as gross: Alcohol sales $ 89,796 $ 212,897 $ 379,785 $ 586,680 Other product sales 30,549 65,693 134,678 199,177 Intersegment sales 451 403 1,548 1,187 Total production sales 120,796 278,993 516,011 787,044 Marketing and distribution: Alcohol sales, gross $ 84,000 $ 86,124 $ 212,625 $ 280,032 Alcohol sales, net 382 446 1,117 1,375 Intersegment sales 698 2,079 3,483 5,839 Total marketing and distribution sales 85,080 88,649 217,225 287,246 Intersegment eliminations (1,149 ) (2,482 ) (5,031 ) (7,026 ) Net sales as reported $ 204,727 $ 365,160 $ 728,205 $ 1,067,264 Cost of goods sold: Production $ 100,365 $ 294,888 $ 483,223 $ 810,670 Marketing and distribution 84,581 87,976 210,792 277,545 Intersegment eliminations (1,149 ) (2,888 ) (5,032 ) (7,817 ) Cost of goods sold as reported $ 183,797 $ 379,976 $ 688,983 $ 1,080,398 Income (loss) before benefit for income taxes: Production $ 24,976 $ (25,999 ) $ 17,757 $ (50,682 ) Marketing and distribution (865 ) (998 ) 1,740 4,991 Corporate activities (8,896 ) (2,076 ) (16,584 ) (5,833 ) $ 15,215 $ (29,073 ) $ 2,913 $ (51,524 ) Depreciation and amortization: Production $ 8,620 $ 11,833 $ 26,558 $ 35,390 Corporate activities 76 195 297 554 $ 8,696 $ 12,028 $ 26,855 $ 35,944 Interest expense: Production $ 1,383 $ 1,969 $ 5,121 $ 5,724 Marketing and distribution 335 929 1,275 2,291 Corporate activities 2,481 2,265 7,757 6,999 $ 4,199 $ 5,163 $ 14,153 $ 15,014 |
Schedule of assets by operating segments | September 30, December 31, Total assets: Production $ 403,358 $ 492,060 Marketing and distribution 69,174 106,863 Corporate assets 16,930 13,572 $ 489,462 $ 612,495 |
Inventories. (Tables)
Inventories. (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | September 30, December 31, Finished goods $ 23,179 $ 38,194 Work in progress 2,503 7,426 Raw materials 6,873 7,890 Low-carbon and RIN credits 3,751 5,690 Other 1,400 1,400 Total $ 37,706 $ 60,600 |
Derivatives. (Tables)
Derivatives. (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivatives not designated as hedging instruments | As of September 30, 2020 Assets Liabilities Balance Sheet Fair Balance Sheet Fair Type of Instrument Location Value Location Value Cash collateral balance Other current assets $ 15 Commodity contracts Derivative instruments $ 5,792 Derivative instruments $ — As of December 31, 2019 Assets Liabilities Balance Sheet Fair Balance Sheet Fair Type of Instrument Location Value Location Value Cash collateral balance Other current assets $ 615 Commodity contracts Derivative instruments $ 2,438 Derivative instruments $ 1,860 |
Schedule of recognized gains (losses) for derivatives | Realized Gains (Losses) Three Months Ended Type of Instrument Statements of Operations Location 2020 2019 Commodity contracts Cost of goods sold $ (531 ) $ 2,262 Unrealized Gains (Losses) Three Months Ended Type of Instrument Statements of Operations Location 2020 2019 Commodity contracts Cost of goods sold $ 2,113 $ (5,582 ) Realized Gains (Losses) Nine Months Ended Type of Instrument Statements of Operations Location 2020 2019 Commodity contracts Cost of goods sold $ 47 $ (2,150 ) Unrealized Gains (Losses) Nine Months Ended Type of Instrument Statements of Operations Location 2020 2019 Commodity contracts Cost of goods sold $ 1,535 $ 3,715 |
Debt. (Tables)
Debt. (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt | September 30, December 31, Kinergy line of credit $ 38,790 $ 78,338 Pekin term loan 8,500 39,500 Pekin revolving loan 32,000 32,000 ICP term loan — 12,000 ICP revolving loan 14,400 18,000 CARES Act loans 9,860 — Parent notes payable 60,282 65,649 163,832 245,487 Less unamortized debt premium 288 461 Less unamortized debt financing costs (1,231 ) (2,153 ) Less short-term portion (74,900 ) (63,000 ) Long-term debt $ 87,989 $ 180,795 |
Fair Value Measurements. (Table
Fair Value Measurements. (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of used and related fair value for the warrants | Original Issuance Exercise Price Volatility Risk Free Interest Rate Term Warrants Outstanding Fair Value 12/22/19 $ 1.00 178.0 % 0.08 % 0.10 5,500,000 $ 8,474,000 Original Issuance Exercise Price Volatility Risk Free Interest Rate Term Warrants Outstanding Fair Value 12/22/19 $ 1.00 76.0 % 1.66 % 3.00 5,500,000 $ 977,000 |
Schedule of recurring and nonrecurring fair value measurements | Fair Value Level 1 Level 2 Level 3 Assets: Derivative financial instruments $ 5,792 $ 5,792 $ — $ — Benefit Plan Fair Percentage Value Level 1 Level 2 Level 3 Allocation Assets: Derivative financial instruments $ 2,438 $ 2,438 $ — $ — Long-lived assets held-for-sale 70,400 — — 70,400 Defined benefit plan assets(1) (pooled separate accounts): Large U.S. Equity(2) 4,654 — 4,654 — 30 % Small/Mid U.S. Equity(3) 2,348 — 2,348 — 15 % International Equity(4) 2,596 — 2,596 — 17 % Fixed Income(5) 6,056 — 6,056 — 38 % $ 88,492 $ 2,438 $ 15,654 $ 70,400 Liabilities: Derivative financial instruments $ (1,860 ) $ (1,860 ) $ — $ — Warrants (977 ) — — (977 ) $ (2,837 ) $ (1,860 ) $ — $ (977 ) |
Earnings Per Share. (Tables)
Earnings Per Share. (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted earnings per share | Three Months Ended September 30, 2020 Income Shares Per-Share Net income attributed to Pacific Ethanol, Inc. $ 15,215 Less: Preferred stock dividends (319 ) Basic income per share: Income available to common stockholders $ 14,896 58,503 $ 0.25 Add: Dilutive securities — 3,196 Diluted income per share: Income available to common stockholders $ 14,896 61,699 $ 0.24 Three Months Ended September 30, 2019 Loss Shares Per-Share Net loss attributed to Pacific Ethanol, Inc. $ (27,326 ) Less: Preferred stock dividends (319 ) Basic and diluted loss per share: Loss available to common stockholders $ (27,645 ) 47,777 $ (0.58 ) Nine Months Ended September 30, 2020 Income Shares Per-Share Net income attributed to Pacific Ethanol, Inc. $ 5,079 Less: Preferred stock dividends (949 ) Basic income per share: Income available to common stockholders $ 4,130 55,620 $ 0.07 Add: Dilutive securities — 2,338 Diluted income per share: Income available to common stockholders $ 4,130 57,958 $ 0.07 Nine Months Ended September 30, 2019 Loss Shares Per-Share Net loss attributed to Pacific Ethanol, Inc. $ (47,862 ) Less: Preferred stock dividends (946 ) Basic and diluted loss per share: Loss available to common stockholders $ (48,808 ) 47,030 $ (1.04 ) |
Parent Company Financials. (Tab
Parent Company Financials. (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of balance sheets - parent company | September 30, December 31, Current Assets: Cash and cash equivalents $ 13,816 $ 4,985 Receivables from subsidiaries 13,345 13,057 Other current assets 1,285 2,349 Total current assets 28,446 20,391 Property and equipment, net 172 269 Other Assets: Investments in subsidiaries 237,918 218,464 Pacific Ethanol West plant receivable 49,937 55,750 Right of use operating lease assets, net 3,053 3,253 Other assets 1,344 1,452 Total other assets 292,252 278,919 Total Assets $ 320,870 $ 299,579 Current Liabilities: Accounts payable and accrued liabilities $ 2,577 $ 5,907 Accrued PE Op Co. purchase 3,829 3,829 Current portion of long-term debt 20,000 10,000 Other current liabilities 668 659 Total current liabilities 27,074 20,395 Long-term debt, net of current portion 45,743 56,110 Other liabilities 2,837 3,294 Total Liabilities 75,654 79,799 Stockholders’ Equity: Preferred stock 1 1 Common and non-voting common stock 63 56 Additional paid-in capital 963,606 942,307 Accumulated other comprehensive loss (2,370 ) (2,370 ) Accumulated deficit (716,084 ) (720,214 ) Total Pacific Ethanol, Inc. stockholders’ equity 245,216 219,780 Total Liabilities and Stockholders’ Equity $ 320,870 $ 299,579 |
Schedule of statement of operations parent company | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Management fees from subsidiaries $ 2,802 $ 3,330 $ 8,928 $ 9,660 Selling, general and administrative expenses 3,305 3,827 12,990 11,374 Loss from operations (503 ) (497 ) (4,062 ) (1,714 ) Interest income from subsidiaries 1,007 1,145 3,053 3,486 Interest expense (2,497 ) (2,276 ) (7,840 ) (7,039 ) Fair value adjustments (6,856 ) — (7,497 ) — Other expense (41 ) (4 ) (203 ) (86 ) Loss before benefit for income taxes (8,890 ) (1,632 ) (16,549 ) (5,353 ) Benefit for income taxes — — — — Loss before benefit for income taxes (8,890 ) (1,632 ) (16,549 ) (5,353 ) Equity in income (losses) of subsidiaries 24,105 (25,694 ) 21,628 (42,509 ) Consolidated net income (loss) $ 15,215 $ (27,326 ) $ 5,079 $ (47,862 ) |
Schedule of statement of cash flows parent company | For the Nine Months Ended 2020 2019 Operating Activities: Net income (loss) $ 5,079 $ (47,862 ) Adjustments to reconcile net income (loss) to cash used in operating activities: Equity in (income) losses of subsidiaries (21,628 ) 42,509 Fair value adjustments 7,497 — Depreciation 97 227 Amortization of debt discounts (173 ) 539 Changes in operating assets and liabilities: Accounts receivable (288 ) (114 ) Other assets 1,184 173 Accounts payable and accrued expenses (19 ) 1,950 Accounts payable with subsidiaries — (502 ) Net cash used in operating activities $ (8,251 ) $ (3,080 ) Investing Activities: Additions to property and equipment $ — $ (13 ) Net cash used in investing activities $ — $ (13 ) Financing Activities: Proceeds from issuances of common stock $ 5,296 $ 3,670 Proceeds from warrant exercises 5,500 — Proceeds from long-term debt 5,973 — Proceeds from Pacific Ethanol West 5,813 3,016 Payments on senior notes (5,500 ) (3,748 ) Preferred stock dividend payments — (946 ) Net cash provided by financing activities $ 17,082 $ 1,992 Net increase (decrease) in cash and cash equivalents 8,831 (1,101 ) Cash and cash equivalents at beginning of period 4,985 6,759 Cash and cash equivalents at end of period $ 13,816 $ 5,658 |
Organization and Basis of Pre_2
Organization and Basis of Presentation. (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Ethanol production capacity per year | Following the Company’s sale of its interest in Pacific Aurora, the Company has a combined production capacity of 450 million gallons per year. In 2019, the Company marketed nearly 1.0 billion gallons combined of specialty alcohols and fuel-grade ethanol, and nearly 3.0 million tons of essential ingredients on a dry matter basis. The Company focuses on four key markets: Health, Home & Beauty; Food & Beverage; Essential Ingredients; and Renewable Fuels. Products for the Health, Home & Beauty market include specialty alcohols used in mouthwash, cosmetics, pharmaceuticals, hand sanitizers, disinfectants and cleaners. Products for the Food & Beverage markets include grain neutral spirits used in alcoholic beverages and vinegar as well as corn germ used for corn oils. Products for Essential Ingredients markets include yeast, corn gluten and distillers grains used in commercial animal feed and pet foods. | ||
Operating production capacity | 51.00% | ||
Line of credit, description | During the first nine months of 2020, the Company generated $75.7 million in cash from its operations and realized $19.9 million in net cash proceeds from the sale of its interest in Pacific Aurora. These positive cash flows have allowed the Company to make net payments totaling $91.6 million on its debt during the first nine months of 2020. Further, subsequent to September 30, 2020, the Company made an additional $25.3 million in payments on its term debt from proceeds of its offerings of common stock and warrants that generated net proceeds of approximately $70.0 million. | ||
Sale of assets | $ 10,000,000 | ||
Accounts receivable | 35,872,000 | $ 63,736,000 | |
Allowance for doubtful accounts | 16,000 | $ 39,000 | |
Bad debt expense | $ 1,000 | $ 27,000 | |
Marketing description | The Company, however, has not only continued producing and selling its specialty alcohols, but also converted a portion of its fuel-grade ethanol production to specialty alcohol production to respond to increased demand from the sanitizer and disinfectant markets. |
Asset Sales. (Details)
Asset Sales. (Details) - USD ($) $ in Thousands | Apr. 15, 2020 | Jul. 28, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 19, 2019 |
Asset Sales. (Details) [Line Items] | |||||||||||
Promissory notes | $ 900 | ||||||||||
Promissory notes, Description | The Company received two promissory notes, as adjusted, in the amounts of $8.6 million and $7.0 million as part consideration for the sale, both maturing on April 15, 2025. The $8.6 million note accrues interest at an annual rate of 5.00%. Interest payments are due quarterly beginning July 1, 2020 and principal payments of $0.4 million are due quarterly beginning July 1, 2021. The $7.0 million note accrues interest at an annual rate of 4.50%. Interest payments are due quarterly beginning July 1, 2020 and principal payments of $0.4 million are due quarterly beginning January 3, 2022. | ||||||||||
Net sales | $ 204,727 | $ 365,160 | $ 728,205 | $ 1,067,264 | |||||||
Net loss | $ 15,215 | $ 14,854 | $ (27,156) | (29,073) | $ (8,290) | $ (14,161) | 2,913 | (51,524) | |||
PE Central [Member] | |||||||||||
Asset Sales. (Details) [Line Items] | |||||||||||
Equity interest owned | 73.93% | ||||||||||
Equity ownership interest | $ 52,800 | ||||||||||
Pacific Aurora [Member] | |||||||||||
Asset Sales. (Details) [Line Items] | |||||||||||
Net sales | 40,100 | 39,600 | 112,000 | ||||||||
Pre-tax loss | 6,700 | 8,400 | 14,000 | ||||||||
Net loss | $ 1,700 | $ 2,200 | $ 3,700 | ||||||||
Pacific Aurora [Member] | Aurora Cooperative Elevator Company [Member] | |||||||||||
Asset Sales. (Details) [Line Items] | |||||||||||
Total consideration | $ 52,800 | ||||||||||
Working capital | 35,300 | ||||||||||
Cash proceeds | 19,900 | ||||||||||
Promissory notes | 16,500 | ||||||||||
Net loss on sale | 1,400 | ||||||||||
Principal debt payments | $ 14,500 | ||||||||||
Pacific Ethanol Magic Valley [Member] | |||||||||||
Asset Sales. (Details) [Line Items] | |||||||||||
Ethanol production facility, description | the Company entered into a term sheet with Liberty Basin, LLC (“Liberty”) to sell 134 acres, the rail loop and grain handling assets at its Magic Valley plant in Burley, Idaho for $10.0 million in cash. The Company will retain the fuel-grade ethanol production facility and terminal on the remaining 25 acres and will enter into certain agreements with Liberty for delivery of grain to the plant, and as a result, the Company determined that as of September 30, 2020, these long-lived assets should be classified as held-for-sale. |
Segments. (Details)
Segments. (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segments. (Details) - Schedule
Segments. (Details) - Schedule of financial data for operating segments - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Net sales as reported | $ 204,727 | $ 365,160 | $ 728,205 | $ 1,067,264 |
Cost of goods sold as reported | 183,797 | 379,976 | 688,983 | 1,080,398 |
Income (loss) before benefit for income taxes | 15,215 | (29,073) | 2,913 | (51,524) |
Interest expense | 4,199 | 5,163 | 14,153 | 15,014 |
Assets, Total [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales as reported | 204,727 | 365,160 | 728,205 | 1,067,264 |
Cost of goods sold as reported | 183,797 | 379,976 | 688,983 | 1,080,398 |
Income (loss) before benefit for income taxes | 15,215 | (29,073) | 2,913 | (51,524) |
Depreciation and amortization | 8,696 | 12,028 | 26,855 | 35,944 |
Interest expense | 4,199 | 5,163 | 14,153 | 15,014 |
Production [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Cost of goods sold as reported | 100,365 | 294,888 | 483,223 | 810,670 |
Income (loss) before benefit for income taxes | 24,976 | (25,999) | 17,757 | (50,682) |
Depreciation and amortization | 8,620 | 11,833 | 26,558 | 35,390 |
Interest expense | 1,383 | 1,969 | 5,121 | 5,724 |
Production [Member] | Alcohol sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales as reported | 89,796 | 212,897 | 379,785 | 586,680 |
Production [Member] | Other product sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales as reported | 30,549 | 65,693 | 134,678 | 199,177 |
Production [Member] | Intersegment sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales as reported | 451 | 403 | 1,548 | 1,187 |
Total production sales [Member] | Intersegment sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales as reported | 120,796 | 278,993 | 516,011 | 787,044 |
Marketing and distribution [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Cost of goods sold as reported | 84,581 | 87,976 | 210,792 | 277,545 |
Income (loss) before benefit for income taxes | (865) | (998) | 1,740 | 4,991 |
Interest expense | 335 | 929 | 1,275 | 2,291 |
Marketing and distribution [Member] | Alcohol sales, gross [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales as reported | 84,000 | 86,124 | 212,625 | 280,032 |
Marketing and distribution [Member] | Alcohol sales, net [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales as reported | 382 | 446 | 1,117 | 1,375 |
Marketing and distribution [Member] | Intersegment sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales as reported | 698 | 2,079 | 3,483 | 5,839 |
Marketing and distribution [Member] | Intersegment sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales as reported | 85,080 | 88,649 | 217,225 | 287,246 |
Intersegment eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales as reported | (1,149) | (2,482) | (5,031) | (7,026) |
Cost of goods sold as reported | (1,149) | (2,888) | (5,032) | (7,817) |
Corporate activities [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Income (loss) before benefit for income taxes | (8,896) | (2,076) | (16,584) | (5,833) |
Depreciation and amortization | 76 | 195 | 297 | 554 |
Interest expense | $ 2,481 | $ 2,265 | $ 7,757 | $ 6,999 |
Segments. (Details) - Schedul_2
Segments. (Details) - Schedule of assets by operating segments - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | $ 489,462 | $ 612,495 | [1] |
Production [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 403,358 | 492,060 | |
Marketing and distribution [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | 69,174 | 106,863 | |
Corporate assets [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total assets | $ 16,930 | $ 13,572 | |
[1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2019. |
Inventories. (Details)
Inventories. (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Inventory, net of valuation adjustments | $ 32,000 | $ 1,290,000 |
Inventories. (Details) - Schedu
Inventories. (Details) - Schedule of inventories - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of inventories [Abstract] | |||
Finished goods | $ 23,179 | $ 38,194 | |
Work in progress | 2,503 | 7,426 | |
Raw materials | 6,873 | 7,890 | |
Low-carbon and RIN credits | 3,751 | 5,690 | |
Other | 1,400 | 1,400 | |
Total | $ 37,706 | $ 60,600 | [1] |
[1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2019. |
Derivatives. (Details)
Derivatives. (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative [Member] | ||||
Derivatives. (Details) [Line Items] | ||||
Recognized gains and losses due to change in fair value | $ 1,582,000 | $ 3,320,000 | $ 1,582,000 | $ 1,565,000 |
Derivatives. (Details) - Schedu
Derivatives. (Details) - Schedule of derivatives not designated as hedging instruments - Not Designated as Hedging Instrument [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Cash collateral balance [Member] | ||
Derivatives. (Details) - Schedule of derivatives not designated as hedging instruments [Line Items] | ||
Assets, fair value | $ 15 | $ 615 |
Commodity contracts [Member] | ||
Derivatives. (Details) - Schedule of derivatives not designated as hedging instruments [Line Items] | ||
Assets, fair value | 5,792 | 2,438 |
Liabilities, fair value | $ 1,860 |
Derivatives. (Details) - Sche_2
Derivatives. (Details) - Schedule of recognized gains (losses) for derivatives - Commodity contracts [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Realized Gains (Losses), Statements of Operations Location | Cost of goods sold | Cost of goods sold | ||
Realized Gains (Losses) | $ (531) | $ 2,262 | $ 47 | $ (2,150) |
Unrealized Gains (Losses), Statements of Operations Location | Cost of goods sold | Cost of goods sold | ||
Unrealized Gains (Losses) | $ 2,113 | $ (5,582) | $ 1,535 | $ 3,715 |
Debt. (Details)
Debt. (Details) - USD ($) $ in Thousands | May 04, 2020 | Mar. 20, 2020 | Nov. 10, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | [1] |
Debt. (Details) [Line Items] | ||||||
Pekin credit facilities, description | Pacific Ethanol, Inc. and PE Pekin received loan proceeds from Bank of America, NA under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), through the Paycheck Protection Program administered by the U.S. Small Business Administration. Pacific Ethanol, Inc. received $6.0 million and PE Pekin received $3.9 million in loan proceeds. The loans mature in two years and bear interest at a rate of 1.00% per annum. Under the terms of the loans, certain amounts may be forgiven if they are used for qualifying expenses as described in the CARES Act, but the Company can provide no assurance that it will be able to obtain forgiveness of all or any portion of the loans. | Pacific Ethanol Pekin, LLC (“PE Pekin”) and its lender agreed to defer $1.0 million in aggregate interest payments due March 20, 2020 and April 20, 2020 until May 20, 2020. On that same date, the Company granted to the lender a security interest in all of the Company’s equity interests in PE Op Co., which indirectly owns the Company’s distilleries located on the West Coast. The Company and certain subsidiaries also entered into intercreditor agreements with the PE Pekin and Illinois Corn Processing, LLC (“ICP”) lenders, and the agent for the Company’s senior secured noteholders, to address issues of priority and the allocation of proceeds from asset sales. In July 2020, the Company reached a confidential settlement of an outstanding dispute resulting in a gain and cash proceeds of approximately $11.8 million. The Company used a portion of these funds to make approximately $7.4 million in additional principal payments on PE Pekin’s term debt. ICP Credit Facilities – On March 20, 2020, ICP and its lender agreed to defer a $1.5 million principal payment due March 20, 2020 and $0.3 million in aggregate interest payments due March 20, 2020 and April 20, 2020 until May 20, 2020. On that same date, the Company granted to the lender a security interest in all of the Company’s equity interests in PE Op Co. | ||||
ICP credit facilities, description | ICP and its lender agreed to defer a $1.5 million principal payment due March 20, 2020 and $0.3 million in aggregate interest payments due March 20, 2020 and April 20, 2020 until May 20, 2020. On that same date, the Company granted to the lender a security interest in all of the Company’s equity interests in PE Op Co. The Company and certain of its subsidiaries also entered into intercreditor agreements with the PE Pekin and ICP lenders, and the agent for the Company’s senior secured noteholders, to address issues of priority and the allocation of proceeds from asset sales. The Company used a portion of the proceeds from the settlement noted above, in July 2020, to make approximately $1.8 million in additional principal payments on ICP’s term debt. | |||||
Principal amount | $ 25,300 | |||||
Net assets | $ 489,462 | $ 612,495 | ||||
Pacific Ethanol Pekin, Inc [Member] | Line of Credit [Member] | ||||||
Debt. (Details) [Line Items] | ||||||
Net assets | $ 291,300 | |||||
[1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2019. |
Debt. (Details) - Schedule of l
Debt. (Details) - Schedule of long term debt - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Term debt | $ 163,832 | $ 245,487 | |
Less unamortized debt premium | 288 | 461 | |
Less unamortized debt financing costs | (1,231) | (2,153) | |
Less short-term portion | (74,900) | (63,000) | [1] |
Long-term debt | 87,989 | 180,795 | [1] |
CARES Act loans [Member] | Line of credit [Member] | |||
Debt Instrument [Line Items] | |||
Term debt | 9,860 | ||
Line of credit [Member] | Parent notes payable | |||
Debt Instrument [Line Items] | |||
Term debt | 60,282 | 65,649 | |
Kinergy line of credit [Member] | Line of credit [Member] | |||
Debt Instrument [Line Items] | |||
Term debt | 38,790 | 78,338 | |
Pekin term loan [Member] | Line of credit [Member] | |||
Debt Instrument [Line Items] | |||
Term debt | 8,500 | 39,500 | |
Pekin revolving loan [Member] | Line of credit [Member] | |||
Debt Instrument [Line Items] | |||
Term debt | 32,000 | 32,000 | |
ICP revolving loan [Member] | Line of credit [Member] | |||
Debt Instrument [Line Items] | |||
Term debt | 12,000 | ||
ICP revolving loan [Member] | Line of credit [Member] | |||
Debt Instrument [Line Items] | |||
Term debt | $ 14,400 | $ 18,000 | |
[1] | Amounts derived from the audited consolidated financial statements for the year ended December 31, 2019. |
Commitments and Contingencies.
Commitments and Contingencies. (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Commitments and Contingencies. (Details) [Line Items] | |
Open fixed-price sales contracts valued, tons | $ 18,120,000 |
Ethanol Sales Contracts [Member] | |
Commitments and Contingencies. (Details) [Line Items] | |
Open ethanol indexed-price sales contracts, gallons | 54,750,000 |
Open fixed-price sales contracts valued, tons | $ 327,244,000 |
Co-products Sales Contracts [Member] | |
Commitments and Contingencies. (Details) [Line Items] | |
Open fixed-price sales contracts valued, tons | $ 165,000 |
Ethanol Purchase Contracts [Member] | Suppliers [Member] | |
Commitments and Contingencies. (Details) [Line Items] | |
Indexed-price purchase contracts to purchase gallons | 4,890,000 |
Ethanol Purchase Contracts [Member] | Fuel-grade from suppliers [Member] | |
Commitments and Contingencies. (Details) [Line Items] | |
Fixed-price purchase contracts value | $ 3,341,000 |
Ethanol Purchase Contracts [Member] | Corn from suppliers [Member] | |
Commitments and Contingencies. (Details) [Line Items] | |
Fixed-price purchase contracts value | $ 9,525,000 |
Pension and Retirement Benefi_2
Pension and Retirement Benefit Plans. (Details) $ in Millions | Dec. 31, 2019USD ($) |
Disclosure Text Block Supplement [Abstract] | |
Defined Benefit Plan, Accumulated Benefit Obligation | $ 21.6 |
Fair value of plan assets | 15.7 |
Underfunded amount | 5.9 |
Accumulated projected benefit obligation value | $ 5.3 |
Fair Value Measurements. (Detai
Fair Value Measurements. (Details) - Schedule of used and related fair value for the warrants $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Fair Value Measurements. (Details) - Schedule of used and related fair value for the warrants [Line Items] | ||
Original Issuance | Dec. 22, 2019 | Dec. 22, 2019 |
Term (years) | 36 days | 3 years |
Warrants Outstanding (in Shares) | shares | 5,500,000 | 5,500,000 |
Fair Value (in Dollars) | $ | $ 8,474,000 | $ 977,000 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurements. (Details) - Schedule of used and related fair value for the warrants [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input. Exercise price | 1 | 1 |
Measurement Input, Volatility [Member] | ||
Fair Value Measurements. (Details) - Schedule of used and related fair value for the warrants [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 178.00% | 76.00% |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurements. (Details) - Schedule of used and related fair value for the warrants [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.08% | 1.66% |
Fair Value Measurements. (Det_2
Fair Value Measurements. (Details) - Schedule of recurring and nonrecurring fair value measurements - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 03, 2020 | Dec. 02, 2020 | Dec. 01, 2020 | |
Liabilities: | |||||
Liabilities | $ (2,837) | ||||
Long-lived assets held-for-sale [Member] | |||||
Assets | 70,400 | ||||
Defined Benefit Plan Assets Large U.S. Equity [Member] | |||||
Assets | [1] | $ 4,654 | |||
Liabilities: | |||||
Benefit plan allocation percentage | 30.00% | ||||
Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | |||||
Assets | [2] | $ 2,348 | |||
Liabilities: | |||||
Benefit plan allocation percentage | 15.00% | ||||
Defined Benefit Plan Assets International Equity [Member] | |||||
Assets | [3] | $ 2,596 | |||
Liabilities: | |||||
Benefit plan allocation percentage | 17.00% | ||||
Defined Benefit Plan Assets Fixed Income [Member] | |||||
Assets | [4] | $ 6,056 | |||
Liabilities: | |||||
Benefit plan allocation percentage | 38.00% | ||||
Defined Benefit Plan Assets Large U.S. Equity [Member] | |||||
Assets | $ 88,492 | ||||
Derivative Financial Instruments, Liabilities [Member] | |||||
Liabilities: | |||||
Liabilities | (1,860) | ||||
Fair Value, Inputs, Level 1 [Member] | |||||
Liabilities: | |||||
Liabilities | $ (1,860) | ||||
Fair Value, Inputs, Level 1 [Member] | Long-lived assets held-for-sale [Member] | |||||
Assets | |||||
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan Assets Large U.S. Equity [Member] | |||||
Assets | [1] | ||||
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | |||||
Assets | [2] | ||||
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan Assets International Equity [Member] | |||||
Assets | [3] | ||||
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan Assets Fixed Income [Member] | |||||
Assets | [4] | ||||
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan Assets Large U.S. Equity [Member] | |||||
Assets | 2,438 | ||||
Fair Value, Inputs, Level 1 [Member] | Derivative Financial Instruments, Liabilities [Member] | |||||
Liabilities: | |||||
Liabilities | (1,860) | ||||
Fair Value, Inputs, Level 2 [Member] | |||||
Liabilities: | |||||
Liabilities | |||||
Fair Value, Inputs, Level 2 [Member] | Long-lived assets held-for-sale [Member] | |||||
Assets | |||||
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan Assets Large U.S. Equity [Member] | |||||
Assets | [1] | 4,654 | |||
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | |||||
Assets | [2] | 2,348 | |||
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan Assets International Equity [Member] | |||||
Assets | [3] | 2,596 | |||
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan Assets Fixed Income [Member] | |||||
Assets | [4] | 6,056 | |||
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan Assets Large U.S. Equity [Member] | |||||
Assets | 15,654 | ||||
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Liabilities [Member] | |||||
Liabilities: | |||||
Liabilities | |||||
Fair Value, Inputs, Level 3 [Member] | |||||
Liabilities: | |||||
Liabilities | $ (977) | ||||
Fair Value, Inputs, Level 3 [Member] | Long-lived assets held-for-sale [Member] | |||||
Assets | 70,400 | ||||
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan Assets Large U.S. Equity [Member] | |||||
Assets | [1] | ||||
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan Assets Small/Mid U.S. Equity [Member] | |||||
Assets | [2] | ||||
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan Assets International Equity [Member] | |||||
Assets | [3] | ||||
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan Assets Fixed Income [Member] | |||||
Assets | [4] | ||||
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan Assets Large U.S. Equity [Member] | |||||
Assets | 70,400 | ||||
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | |||||
Liabilities: | |||||
Liabilities | |||||
Warrant [Member] | |||||
Liabilities: | |||||
Liabilities | (977) | ||||
Warrant [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Liabilities: | |||||
Liabilities | |||||
Warrant [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Liabilities: | |||||
Liabilities | |||||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Liabilities: | |||||
Liabilities | (977) | ||||
Derivative Financial Instruments, Assets [Member] | |||||
Assets | 5,792 | ||||
Derivative Financial Instruments, Assets [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Assets | 5,792 | ||||
Derivative Financial Instruments, Assets [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Assets | |||||
Derivative Financial Instruments, Assets [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Assets | |||||
Derivative Financial Instruments, Assets [Member] | |||||
Assets | $ 2,438 | ||||
Derivative Financial Instruments, Assets [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Assets | $ 2,438 | ||||
Derivative Financial Instruments, Assets [Member] | Fair Value, Inputs, Level 2 [Member] | |||||
Assets | |||||
Derivative Financial Instruments, Assets [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Assets | |||||
[1] | 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. | ||||
[2] | 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. | ||||
[3] | 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. | ||||
[4] | 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 Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Oct. 28, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share. (Details) [Line Items] | ||||
Potentially dilutive shares from convertible securities outstanding | 844,000 | 634,000 | ||
Warrant term | 36 days | 36 days | 3 years | |
Public offering [Member] | ||||
Earnings Per Share. (Details) [Line Items] | ||||
Underwritten public offering | 5,075,000 | |||
Public offering price (in Dollars per share) | $ 8.42 | |||
Warrant term | 5 years | |||
Warrants to purchase | 3,825,493 | |||
Public offering price per pre-funded warrant (in Dollars per share) | $ 8.42 | |||
Additional purchase of warrants | 8,900,493 | |||
Warrant exercise price (in Dollars per share) | $ 9.757 | |||
Proceeds from Issuance of Warrants (in Dollars) | $ 75 | |||
Net offering proceeds (in Dollars) | $ 70 |
Earnings Per Share. (Details) -
Earnings Per Share. (Details) - Schedule of computation of basic and diluted earnings per share - Earning Per Share [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income attributed to Pacific Ethanol, Inc. | $ 15,215 | $ (27,326) | $ 5,079 | $ (47,862) |
Less: Preferred stock dividends | (319) | (319) | (949) | (946) |
Basic and diluted loss per share: | ||||
Loss available to common stockholders | $ (27,645) | $ (48,808) | ||
Loss available to common stockholders (in Shares) | 47,777 | 47,030 | ||
Loss available to common stockholders (in Dollars per share) | $ (0.58) | $ (1.04) | ||
Basic income per share: | ||||
Income available to common stockholders | $ 14,896 | $ 4,130 | ||
Income available to common stockholders (in Shares) | 58,503 | 55,620 | ||
Income available to common stockholders (in Dollars per share) | $ 0.25 | $ 0.07 | ||
Add: Dilutive securities | ||||
Add: Dilutive securities (in Shares) | 3,196 | 2,338 | ||
Diluted income per share: | ||||
Income available to common stockholders | $ 14,896 | $ 4,130 | ||
Income available to common stockholders (in Shares) | 61,699 | 57,958 | ||
Income available to common stockholders (in Dollars per share) | $ 0.24 | $ 0.07 |
Parent Company Financials. (Det
Parent Company Financials. (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Condensed Financial Information Disclosure [Abstract] | |
Net asset | $ 291,300,000 |
Parent Company Financials. (D_2
Parent Company Financials. (Details) - Schedule of balance sheets - parent company - Parent Company [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||||
Cash and cash equivalents | $ 13,816 | $ 4,985 | $ 5,658 | $ 6,759 |
Receivables from subsidiaries | 13,345 | 13,057 | ||
Other current assets | 1,285 | 2,349 | ||
Total current assets | 28,446 | 20,391 | ||
Property and equipment, net | 172 | 269 | ||
Other Assets: | ||||
Investments in subsidiaries | 237,918 | 218,464 | ||
Pacific Ethanol West plant receivable | 49,937 | 55,750 | ||
Right of use operating lease assets, net | 3,053 | 3,253 | ||
Other assets | 1,344 | 1,452 | ||
Total other assets | 292,252 | 278,919 | ||
Total Assets | 320,870 | 299,579 | ||
Current Liabilities: | ||||
Accounts payable and accrued liabilities | 2,577 | 5,907 | ||
Accrued PE Op Co. purchase | 3,829 | 3,829 | ||
Current portion of long-term debt | 20,000 | 10,000 | ||
Other current liabilities | 668 | 659 | ||
Total current liabilities | 27,074 | 20,395 | ||
Long-term debt, net of current portion | 45,743 | 56,110 | ||
Other liabilities | 2,837 | 3,294 | ||
Total Liabilities | 75,654 | 79,799 | ||
Stockholders’ Equity: | ||||
Preferred stock | 1 | 1 | ||
Common and non-voting common stock | 63 | 56 | ||
Additional paid-in capital | 963,606 | 942,307 | ||
Accumulated other comprehensive loss | (2,370) | (2,370) | ||
Accumulated deficit | (716,084) | (720,214) | ||
Total Pacific Ethanol, Inc. stockholders’ equity | 245,216 | 219,780 | ||
Total Liabilities and Stockholders’ Equity | $ 320,870 | $ 299,579 |
Parent Company Financials. (D_3
Parent Company Financials. (Details) - Schedule of statement of operations parent company - Parent Company [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Parent Company Financials. (Details) - Schedule of statement of operations parent company [Line Items] | ||||
Management fees from subsidiaries | $ 2,802 | $ 3,330 | $ 8,928 | $ 9,660 |
Selling, general and administrative expenses | 3,305 | 3,827 | 12,990 | 11,374 |
Loss from operations | (503) | (497) | (4,062) | (1,714) |
Interest income from subsidiaries | 1,007 | 1,145 | 3,053 | 3,486 |
Interest expense | (2,497) | (2,276) | (7,840) | (7,039) |
Fair value adjustments | (6,856) | (7,497) | ||
Other expense | (41) | (4) | (203) | (86) |
Loss before benefit for income taxes | (8,890) | (1,632) | (16,549) | (5,353) |
Equity in income (losses) of subsidiaries | 24,105 | (25,694) | 21,628 | (42,509) |
Consolidated net income (loss) | 15,215 | (27,326) | 5,079 | (47,862) |
Benefit for income taxes |
Parent Company Financials. (D_4
Parent Company Financials. (Details) - Schedule of statement of cash flows parent company - Parent Company [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Activities: | ||
Net income (loss) | $ 5,079 | $ (47,862) |
Adjustments to reconcile net income (loss) to cash used in operating activities: | ||
Equity in (income) losses of subsidiaries | (21,628) | 42,509 |
Fair value adjustments | 7,497 | |
Depreciation | 97 | 227 |
Amortization of debt discounts | (173) | 539 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (288) | (114) |
Other assets | 1,184 | 173 |
Accounts payable and accrued expenses | (19) | 1,950 |
Accounts payable with subsidiaries | (502) | |
Net cash used in operating activities | (8,251) | (3,080) |
Investing Activities: | ||
Additions to property and equipment | (13) | |
Net cash used in investing activities | (13) | |
Financing Activities: | ||
Proceeds from issuances of common stock | 5,296 | 3,670 |
Proceeds from warrant exercises | 5,500 | |
Proceeds from long-term debt | 5,973 | |
Proceeds from Pacific Ethanol West | 5,813 | 3,016 |
Payments on senior notes | (5,500) | (3,748) |
Preferred stock dividend payments | (946) | |
Net cash provided by financing activities | 17,082 | 1,992 |
Net increase (decrease) in cash and cash equivalents | 8,831 | (1,101) |
Cash and cash equivalents at beginning of period | 4,985 | 6,759 |
Cash and cash equivalents at end of period | $ 13,816 | $ 5,658 |