1. ORGANIZATION AND BASIS OF PRESENTATION
|6 Months Ended|
Jun. 30, 2012
|Notes to Financial Statements|
|1. ORGANIZATION AND BASIS OF PRESENTATION.||
Organization and Business The consolidated financial statements include the accounts of Pacific Ethanol, Inc., a Delaware corporation (Pacific Ethanol), and its wholly-owned subsidiaries, including Kinergy Marketing LLC, an Oregon limited liability company (Kinergy) and its wholly-owned subsidiary Pacific Ag. Products, LLC, a California limited liability company (PAP) for all periods presented, and for the periods specified below, the Plant Owners (as defined below) (collectively, the Company).
The Company is the leading marketer and producer of low-carbon renewable fuels in the Western United States. The Company also sells ethanol co-products, including wet distillers grain and syrup (WDG), and provides transportation, storage and delivery of ethanol through third-party service providers in the Western United States, primarily in California, Arizona, Nevada, Utah, Oregon, Colorado, Idaho and Washington. The Company sells ethanol produced by the Pacific Ethanol Plants (as defined below) and unrelated third parties to gasoline refining and distribution companies and sells its WDG to dairy operators and animal feed distributors.
The Company manages the production and operation of the four ethanol production facilities, namely, Pacific Ethanol Madera LLC, Pacific Ethanol Columbia, LLC, Pacific Ethanol Stockton, LLC and Pacific Ethanol Magic Valley, LLC (collectively, the Pacific Ethanol Plants) and Pacific Ethanol Holding Co. LLC (New PE Holdco, and together with the Pacific Ethanol Plants, the Plant Owners). These four facilities have an aggregate annual production capacity of up to 200 million gallons. As of June 30, 2012, three of the facilities were operating and one of the facilities was idled. When market conditions permit, and with approval of New PE Holdco, the Company intends to resume operations at the Madera, California facility.
On October 6, 2010, the Company purchased a 20% ownership interest in New PE Holdco, a variable interest entity (VIE), from a number of New PE Holdcos owners. At that time, the Company determined it was the primary beneficiary of New PE Holdco, and as such, has consolidated the results of New PE Holdco since then. See Note 2 Variable Interest Entity. On each of November 29, 2011 and December 19, 2011, the Company purchased an additional 7% ownership interest in New PE Holdco, bringing the Companys total ownership interest in New PE Holdco to 34%. As of June 30, 2012, the Company held a 34% ownership interest in New PE Holdco. On June 27, 2012, the Company entered into agreements to purchase an additional 33% ownership interest in New PE Holdco. The transaction closed on July 13, 2012 and as of that date, the Company held a 67% ownership interest in New PE Holdco.
Liquidity The Company believes that current and future available capital resources, revenues generated from operations, and other existing sources of liquidity, including its credit facilities, will be adequate to meet its anticipated working capital and capital expenditure requirements for the remainder of 2012. If, however, the Companys capital requirements or cash flow vary materially from its current projections, if unforeseen circumstances occur, or if the Company requires a significant amount of cash to fund future acquisitions, the Company may require additional financing during that period. The Companys failure to raise capital, if needed, could restrict its growth, or hinder its ability to compete.
In July 2012, as part of the Companys acquisition of an additional 33% ownership interest in New PE Holdco, the Company issued senior unsecured promissory notes (the Notes) due April 13, 2013 in the aggregate principal amount of $10.0 million. The Company does not currently have sufficient funds, and the Company does not anticipate generating sufficient funds through its operations, to repay amounts owed under the Notes when they become due at maturity. The Company plans to raise additional debt or equity capital, or both, prior to April 13, 2013, to repay the Notes. The Company also extended for three additional years, all but $39.3 million of term debt and revolving working capital line of credit for New PE Holdco. The remaining amount is due in June 2013 under the terms of the original agreement. The Company plans to continue its efforts to refinance the remaining portion before its maturity in June 2013. No assurances can be given that the Company will be able to raise equity or debt, or be able to refinance any debt prior to April 13, 2013 or June 30, 2012, and what the terms of additional equity or debt financing or debt refinancing might be. To the extent the terms may be less than favorable based on the current market or the Companys ability to repay future debt, they could have an adverse impact on the Companys future operations.
Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are presented at face value, net of the allowance for doubtful accounts. The Company sells ethanol to gasoline refining and distribution companies and sells WDG to dairy operators and animal feed distributors generally without requiring collateral.
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 Companys success in contacting and negotiating with the customer. If the financial condition of the Companys customers were to deteriorate, resulting in an impairment of ability to make payments, additional allowances may be required.
Of the accounts receivable balance, approximately $20,271,000 and $23,715,000 at June 30, 2012 and December 31, 2011, respectively, were used as collateral under Kinergys working capital line of credit. The allowance for doubtful accounts was $24,000 as of June 30, 2012 and December 31, 2011. The Company recorded net bad debt recoveries of $2,000 and $10,000 for the three months ended June 30, 2012 and 2011, respectively. The Company recorded net bad debt recoveries of $0 and $140,000 for the six months ended June 30, 2012 and 2011, respectively.
Basis of PresentationInterim Financial Statements The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Results for interim periods should not be considered indicative of results for a full year. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2011. The accounting policies used in preparing these consolidated financial statements are the same as those described in Note 1 to the consolidated financial statements in the Companys Annual Report on Form 10-K for the year ended December 31, 2011. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included. All significant intercompany accounts and transactions have been eliminated in consolidation.
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates are required as part of determining the consolidation of VIEs, fair value of convertible notes and warrants, allowance for doubtful accounts, estimated lives of property and equipment and intangibles, long-lived asset impairments, valuation allowances on deferred income taxes and the potential outcome of future tax consequences of events recognized in the Companys financial statements or tax returns. Actual results and outcomes may materially differ from managements estimates and assumptions.
Reclassifications of prior years data have been made to conform to 2012 classifications. Such classifications had no effect on net income (loss) reported in the consolidated statements of operations.
The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
No definition available.