ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. | 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES . Organization and Business The Company’s acquisition of Aventine Renewable Energy Holdings, Inc. (now, Pacific Ethanol Central, LLC, a Delaware limited liability company, “PE Central”) was consummated on July 1, 2015, and as a result, the Company’s consolidated financial statements include the results of PE Central only as of and for the years ended December 31, 2017 and 2016 and for the six months ended December 31, 2015. On December 15, 2016, the Company and Aurora Cooperative Elevator Company, a Nebraska cooperative corporation (“ACEC”), closed a transaction under a contribution agreement under which the Company contributed its Aurora, Nebraska ethanol facilities and ACEC contributed its Aurora grain elevator and related grain handling assets to Pacific Aurora, LLC (“Pacific Aurora”) in exchange for equity interests in Pacific Aurora. On December 15, 2016, concurrently with the closing under the contribution agreement, the Company sold a portion of its equity interest in Pacific Aurora to ACEC. As a result, the Company owned 73.93% of Pacific Aurora and ACEC owned 26.07% of Pacific Aurora as of December 31, 2017 and 2016. Further, the Company has consolidated 100% of the results of Pacific Aurora and recorded ACEC’s 26.07% equity interest as noncontrolling interests in the accompanying financial statements for the year ended December 31, 2017 and for the period December 15, 2016 through December 31, 2016. The Company’s acquisition of Illinois Corn Processing, LLC (“ICP”) was consummated on July 3, 2017, and as a result, the Company’s consolidated financial statements include the results of ICP only for the period from July 3, 2017 through December 31, 2017. 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. These plants produce among the lowest-carbon ethanol produced in the United States due to low energy use in production. With the addition of four Midwestern ethanol plants in July 2015 as a result of the Company’s acquisition of PE Central and the addition of ICP’s plant in July 2017, the Company now 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, over 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 December 31, 2017, all nine facilities were operating. As market conditions change, the Company may increase, decrease or idle production at one or more operational facilities or resume operations at any idled facility. Basis of Presentation Segments Segment Reporting Cash and Cash Equivalents 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 $64,501,000 and $64,853,000 at December 31, 2017 and 2016, respectively, were used as collateral under Kinergy’s operating line of credit. The allowance for doubtful accounts was $19,000 and $331,000 as of December 31, 2017 and 2016, respectively. The Company recorded a bad debt expense of $5,000 and $306,000 and a recovery of $354,000 for the years ended December 31, 2017, 2016 and 2015, respectively. The Company does not have any off-balance sheet credit exposure related to its customers. Concentration Risks The Company sells fuel-grade ethanol to gasoline refining and distribution companies. The Company sold ethanol to customers representing 10% or more of the Company’s total net sales, as follows. Years Ended December 31, 2017 2016 2015 Customer A 16 % 17 % 12 % Customer B 11 % 12 % 15 % Customer C 6 % 6 % 12 % The Company had accounts receivable due from these customers totaling $21,584,000 and $21,274,000, representing 27% and 25% of total accounts receivable, as of December 31, 2017 and 2016, respectively. The Company purchases corn, its largest cost component in producing ethanol, from its suppliers. The Company purchased corn from suppliers representing 10% or more of the Company’s total corn purchases, as follows: Years Ended December 31, 2017 2016 2015 Supplier A 14 % 13 % 19 % Supplier B 13 % 4 % — % Supplier C 10 % 8 % 9 % Supplier D 9 % 13 % 13 % Approximately 32% of the Company’s employees are covered by a collective bargaining agreement. Inventories December 31, 2017 2016 Finished goods $ 35,652 $ 33,773 Work in progress 8,807 7,092 Raw materials 7,601 6,571 Low-carbon and RIN credits 7,952 10,926 Other 1,538 1,708 Total $ 61,550 $ 60,070 Property and Equipment Buildings 40 years Facilities and plant equipment 10 – 25 years Other equipment, vehicles and furniture 5 – 10 years The cost of normal maintenance and repairs is charged to operations as incurred. Significant capital expenditures that increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. The cost of property and equipment sold, or otherwise disposed of, and the related accumulated depreciation or amortization are removed from the accounts, and any resulting gains or losses are reflected in current operations. Intangible Asset Derivative Instruments and Hedging Activities Revenue Recognition ● As a producer ● As a merchant ● As an agent Revenue from sales of third-party ethanol is recorded net of costs when the Company is acting as an agent between a customer and a supplier and gross when the Company is a principal to the transaction. The Company recorded $1,663,000, $1,604,000 and $1,510,000 in net sales when acting as an agent for the years ended December 31, 2017, 2016 and 2015, respectively. Several factors are considered to determine whether the Company is acting as an agent or principal, most notably whether the Company is the primary obligor to the customer and whether the Company has inventory risk and related risk of loss or whether the Company adds meaningful value to the supplier’s product or service. Consideration is also given to whether the Company has latitude in establishing the sales price or has credit risk, or both. When the Company acts as an agent, it recognizes revenue on a net basis or recognizes its predetermined fees and any associated freight, based upon the amount of net revenues retained in excess of amounts paid to suppliers. The Company records revenues based upon the gross amounts billed to its customers in transactions where the Company acts as a producer or a merchant and obtains title to ethanol and therefore owns the product and any related, unmitigated inventory risk for the ethanol, regardless of whether the Company actually obtains physical control of the product. Shipping and Handling Costs Selling Costs Stock-Based Compensation Impairment of Long-Lived Assets Deferred Financing Costs Provision for Income Taxes The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. An uncertain tax position is considered effectively settled on completion of an examination by a taxing authority if certain other conditions are satisfied. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and other income (expense), net, respectively. Deferred tax assets and liabilities are classified as noncurrent in the Company’s consolidated balance sheets. The Company files a consolidated federal income tax return. This return includes all wholly-owned subsidiaries as well as the Company’s pro-rata share of taxable income from pass-through entities in which the Company owns less than 100%. State tax returns are filed on a consolidated, combined or separate basis depending on the applicable laws relating to the Company and its subsidiaries. Income (Loss) Per Share The following tables compute basic and diluted earnings per share (in thousands, except per share data): Year Ended December 31, 2017 Loss Shares Per-Share Net loss attributed to Pacific Ethanol $ (34,964 ) Less: Preferred stock dividends (1,265 ) Basic and Diluted loss per share: Loss available to common stockholders $ (36,229 ) 42,745 $ (0.85 ) Year Ended December 31, 2016 Income Shares Per-Share Net income attributed to Pacific Ethanol $ 1,419 Less: Preferred stock dividends (1,269 ) Less: Allocated to participating securities (2 ) Basic income per share: Income available to common stockholders $ 148 42,182 $ 0.00 Add: Options — 69 Diluted income per share: Income available to common stockholders $ 148 42,251 $ 0.00 Year Ended December 31, 2015 Loss Shares Per-Share Net loss attributed to Pacific Ethanol $ (18,786 ) Less: Preferred stock dividends (1,265 ) Basic and Diluted loss per share: Loss available to common stockholders $ (20,051 ) 33,173 $ (0.60 ) There were an aggregate of 719,000, 704,000 and 817,000 potentially dilutive shares from convertible securities outstanding as of December 31, 2017, 2016 and 2015, respectively. These convertible securities were not considered in calculating diluted income (loss) per common share for the years ended December 31, 2017, 2016 and 2015 as their effect would be anti-dilutive. Financial Instruments Employment-related Benefits Estimates and Assumptions Subsequent Events Reclassifications Recent Accounting Pronouncements The provisions of ASC 606 include a five-step process by which an entity will determine revenue recognition, depicting the transfer of goods or services to customers in amounts reflecting the payment to which an entity expects to be entitled in exchange for those goods or services. ASC 606 requires the Company to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, the Company satisfies the performance obligation. The Company adopted ASC 606 on January 1, 2018. The Company has completed its evaluation of the new requirements under ASC 606 on each of its major revenue types. The Company’s assessment indicates that ASC 606 will not materially change the way the Company accounts for its contracts with its customers, which will continue to be recognized at a point in time, however, will expand certain disclosures of its revenue streams. The Company will adopt the new guidance using the modified retrospective transition method. In February 2016, the FASB issued new guidance on accounting for leases. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted cash flow basis; and (2) a “right of use” asset, which is an asset that represents the lessee’s right to use the specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged, with some minor exceptions. Lessees will no longer be provided with a source of off-balance sheet financing for other than short-term leases. The standard is effective for public companies for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. The Company expects that upon adoption of this accounting standard, right of use assets and lease obligations will be recognized in its consolidated balance sheets in amounts that will be material. In April 2016, the FASB issued new guidance to reduce the complexity of certain aspects of accounting for employee share-based payment transactions. Prior to adoption of the standard, accruals of compensation costs were based on an estimated forfeiture rate. The new guidance allows an entity to make an entity-wide accounting policy election to either continue using an estimate of forfeitures or account for forfeitures only when they occur. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Effective January 1, 2017, the Company elected to discontinue the use of an estimated forfeiture rate and instead account for actual forfeitures as they occur. The transition guidance requires an adjustment to retained earnings for any cumulative effect. The impact to the Company upon adoption was determined to be immaterial. |