PACIFIC ETHANOL PLANTS. (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
|---|
| Pacific Aurora [Member] |
|
| Schedule of purchase price allocation |
The
carrying values and classification of assets and liabilities of Pacific Aurora as of December 31, 2016 were as follows (in thousands):
| Cash and
equivalents |
|
$ |
1,453 |
|
| Accounts receivable |
|
|
16,804 |
|
| Inventories |
|
|
3,837 |
|
| Other
current assets |
|
|
77 |
|
| Total current assets |
|
|
22,171 |
|
| Property and equipment |
|
|
115,759 |
|
| Other
assets |
|
|
1,387 |
|
| Total
assets |
|
$ |
139,317 |
|
| |
|
|
|
|
| Accounts payable and
accrued liabilities |
|
$ |
20,152 |
|
| Other current liabilities |
|
|
2,045 |
|
| Long-term
debt outstanding, net |
|
|
621 |
|
| Total
liabilities |
|
$ |
22,818 |
|
| PE Central [Member] |
|
| Schedule of purchase price allocation |
The
purchase price consideration allocation is as follows (in thousands):
| |
|
|
|
| Cash and
equivalents |
|
$ |
18,756 |
|
| Accounts receivable |
|
|
10,430 |
|
| Inventories |
|
|
29,483 |
|
| Other
current assets |
|
|
8,304 |
|
| Total current assets |
|
|
66,973 |
|
| Property and equipment |
|
|
312,781 |
|
| Net deferred tax assets |
|
|
12,159 |
|
| Other
assets |
|
|
750 |
|
| Total
assets acquired |
|
$ |
392,663 |
|
| |
|
|
|
|
| Accounts payable and
accrued liabilities |
|
$ |
27,780 |
|
| Long-term debt - revolvers |
|
|
13,721 |
|
| Long-term debt - term
debt |
|
|
142,744 |
|
| Pension plan liabilities |
|
|
8,518 |
|
| Other
non-current liabilities |
|
|
25,327 |
|
| Total
liabilities assumed |
|
$ |
218,090 |
|
| |
|
|
|
|
| Net
assets acquired |
|
$ |
174,573 |
|
|
| Schedule of pro forma allocation |
The
following table presents unaudited pro forma financial information for the year ended December 31, 2015, assuming the acquisition
occurred on January 1, 2014 (in thousands except per share data).
| |
|
|
|
| Net sales
– pro forma |
|
$ |
1,484,676 |
|
| Cost of goods sold
– pro forma |
|
$ |
1,469,512 |
|
| Selling, general and
administrative expenses – pro forma |
|
$ |
34,735 |
|
| Net loss – pro
forma |
|
$ |
(34,136 |
) |
| Diluted net loss per share – pro forma |
|
$ |
(0.81 |
) |
| Diluted weighted-average shares – pro
forma |
|
|
42,053 |
|
| ICP [Member] |
|
| Schedule of purchase price allocation |
The
Company has recognized the following allocation of the purchase price at fair values. No intangible assets or liabilities have
been recognized due to ICP’s contracts being materially close to market prices. The Company’s purchase price consideration
allocation is as follows (in thousands):
| |
|
|
|
| Cash and
equivalents |
|
$ |
426 |
|
| Accounts receivable |
|
|
11,636 |
|
| Inventories |
|
|
9,227 |
|
| Other
current assets |
|
|
1,560 |
|
| Total current assets |
|
|
22,849 |
|
| Property and equipment |
|
|
61,128 |
|
| Other
assets |
|
|
328 |
|
| Total
assets acquired |
|
$ |
84,305 |
|
| |
|
|
|
|
| Accounts payable, trade |
|
$ |
5,683 |
|
| Other
current liabilities |
|
|
1,486 |
|
| Total current liabilities |
|
|
7,169 |
|
| Other
non-current liabilities |
|
|
209 |
|
| Total
liabilities assumed |
|
$ |
7,378 |
|
| |
|
|
|
|
| Net
assets acquired |
|
$ |
76,927 |
|
| Estimated
goodwill |
|
$ |
— |
|
| Total purchase
price |
|
$ |
76,927 |
|
|
| Schedule of pro forma allocation |
The
following table presents unaudited pro forma combined financial information assuming the acquisition of ICP occurred on January
1, 2016.
| |
|
Years
Ended December 31, |
|
| |
|
2017 |
|
|
2016 |
|
| |
|
|
|
|
|
|
| Revenues – pro forma |
|
$ |
1,710,317 |
|
|
$ |
1,802,159 |
|
| Consolidated net income (loss) –
pro forma |
|
$ |
(42,589 |
) |
|
$ |
8,329 |
|
| Diluted net income
(loss) per share – pro forma |
|
$ |
(0.95 |
) |
|
$ |
0.16 |
|
| Diluted weighted-average shares – pro
forma |
|
|
42,745 |
|
|
|
42,251 |
|
|