x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
26-4785427
|
(State of other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
416 South Bell Avenue, Ames, Iowa
|
|
50010
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
|
||
CURRENT ASSETS:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
87,591
|
|
|
$
|
116,210
|
|
Accounts receivable, net
|
66,920
|
|
|
164,949
|
|
||
Inventories
|
135,006
|
|
|
145,408
|
|
||
Prepaid expenses and other assets
|
89,156
|
|
|
36,272
|
|
||
Total current assets
|
378,673
|
|
|
462,839
|
|
||
Property, plant and equipment, net
|
614,884
|
|
|
599,474
|
|
||
Goodwill
|
16,080
|
|
|
16,080
|
|
||
Intangible assets, net
|
28,301
|
|
|
29,470
|
|
||
Investments
|
13,020
|
|
|
12,110
|
|
||
Other assets
|
9,557
|
|
|
12,630
|
|
||
Restricted cash
|
—
|
|
|
4,000
|
|
||
TOTAL ASSETS
|
$
|
1,060,515
|
|
|
$
|
1,136,603
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
||
Lines of credit
|
$
|
69,247
|
|
|
$
|
52,844
|
|
Current maturities of long-term debt
|
16,674
|
|
|
15,402
|
|
||
Accounts payable
|
74,818
|
|
|
99,137
|
|
||
Accrued expenses and other liabilities
|
37,280
|
|
|
38,916
|
|
||
Deferred revenue
|
402
|
|
|
27,246
|
|
||
Total current liabilities
|
198,421
|
|
|
233,545
|
|
||
Unfavorable lease obligation
|
3,953
|
|
|
15,515
|
|
||
Deferred income taxes
|
23,254
|
|
|
20,279
|
|
||
Long-term contingent consideration for acquisitions
|
16,625
|
|
|
28,931
|
|
||
Convertible debt conversion liability
|
59,818
|
|
|
27,100
|
|
||
Long-term debt (net of debt issuance costs of $5,856 and $6,286, respectively)
|
192,807
|
|
|
196,203
|
|
||
Other liabilities
|
3,749
|
|
|
4,856
|
|
||
Total liabilities
|
498,627
|
|
|
526,429
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
||
EQUITY:
|
|
|
|
|
|
||
Common stock ($.0001 par value; 300,000,000 shares authorized; 38,685,306 and 38,553,413 shares outstanding, respectively)
|
5
|
|
|
5
|
|
||
Common stock—additional paid-in-capital
|
483,631
|
|
|
480,906
|
|
||
Retained earnings
|
163,284
|
|
|
214,007
|
|
||
Accumulated other comprehensive loss
|
(2,570
|
)
|
|
(5,751
|
)
|
||
Treasury stock (9,281,444 and 9,246,002 shares outstanding, respectively)
|
(82,462
|
)
|
|
(81,824
|
)
|
||
Total equity attributable to the Company's shareholders
|
561,888
|
|
|
607,343
|
|
||
Non-controlling interest
|
—
|
|
|
2,831
|
|
||
Total equity
|
561,888
|
|
|
610,174
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
1,060,515
|
|
|
$
|
1,136,603
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
June 30, 2017
|
|
June 30, 2016
|
|
June 30, 2017
|
|
June 30, 2016
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Biomass-based diesel sales
|
$
|
455,928
|
|
|
$
|
399,325
|
|
|
$
|
799,664
|
|
|
$
|
613,001
|
|
Separated RIN sales
|
67,349
|
|
|
60,790
|
|
|
124,674
|
|
|
86,555
|
|
||||
Biomass-based diesel government incentives
|
10,821
|
|
|
97,153
|
|
|
27,762
|
|
|
155,554
|
|
||||
|
534,098
|
|
|
557,268
|
|
|
952,100
|
|
|
855,110
|
|
||||
Other revenue
|
1,005
|
|
|
1,033
|
|
|
1,896
|
|
|
1,062
|
|
||||
|
535,103
|
|
|
558,301
|
|
|
953,996
|
|
|
856,172
|
|
||||
COSTS OF GOODS SOLD:
|
|
|
|
|
|
|
|
||||||||
Biomass-based diesel
|
468,407
|
|
|
468,069
|
|
|
822,258
|
|
|
721,786
|
|
||||
Separated RINs
|
34,218
|
|
|
65,370
|
|
|
80,847
|
|
|
92,139
|
|
||||
Other costs of goods sold
|
1,024
|
|
|
—
|
|
|
2,154
|
|
|
2
|
|
||||
Impairment of long-lived assets
|
1,341
|
|
|
—
|
|
|
1,341
|
|
|
—
|
|
||||
|
504,990
|
|
|
533,439
|
|
|
906,600
|
|
|
813,927
|
|
||||
GROSS PROFIT
|
30,113
|
|
|
24,862
|
|
|
47,396
|
|
|
42,245
|
|
||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
22,812
|
|
|
20,850
|
|
|
45,719
|
|
|
40,626
|
|
||||
RESEARCH AND DEVELOPMENT EXPENSE
|
3,181
|
|
|
4,427
|
|
|
6,779
|
|
|
8,353
|
|
||||
INCOME (LOSS) FROM OPERATIONS
|
4,120
|
|
|
(415
|
)
|
|
(5,102
|
)
|
|
(6,734
|
)
|
||||
OTHER INCOME (EXPENSE), NET:
|
|
|
|
|
|
|
|
||||||||
Change in fair value of contingent consideration
|
24
|
|
|
(3,571
|
)
|
|
(565
|
)
|
|
(3,556
|
)
|
||||
Change in fair value of convertible debt conversion liability
|
(32,546
|
)
|
|
13,432
|
|
|
(32,718
|
)
|
|
13,432
|
|
||||
Gain on debt extinguishment
|
—
|
|
|
2,152
|
|
|
—
|
|
|
2,152
|
|
||||
Gain on involuntary conversion
|
—
|
|
|
997
|
|
|
—
|
|
|
4,540
|
|
||||
Other income (loss), net
|
32
|
|
|
153
|
|
|
(288
|
)
|
|
65
|
|
||||
Interest expense
|
(4,479
|
)
|
|
(3,738
|
)
|
|
(9,015
|
)
|
|
(7,049
|
)
|
||||
|
(36,969
|
)
|
|
9,425
|
|
|
(42,586
|
)
|
|
9,584
|
|
||||
INCOME (LOSS) BEFORE INCOME TAXES
|
(32,849
|
)
|
|
9,010
|
|
|
(47,688
|
)
|
|
2,850
|
|
||||
INCOME TAX EXPENSE
|
(1,960
|
)
|
|
(1,296
|
)
|
|
(3,035
|
)
|
|
(2,024
|
)
|
||||
NET INCOME (LOSS)
|
(34,809
|
)
|
|
7,714
|
|
|
(50,723
|
)
|
|
826
|
|
||||
LESS—NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
|
—
|
|
|
(108
|
)
|
|
—
|
|
|
(138
|
)
|
||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
|
(34,809
|
)
|
|
7,606
|
|
|
(50,723
|
)
|
|
688
|
|
||||
LESS—EFFECT OF PARTICIPATING SHARE-BASED AWARDS
|
—
|
|
|
(161
|
)
|
|
—
|
|
|
(12
|
)
|
||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON STOCKHOLDERS
|
$
|
(34,809
|
)
|
|
$
|
7,445
|
|
|
$
|
(50,723
|
)
|
|
$
|
676
|
|
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS:
|
|
|
|
|
|
|
|
||||||||
BASIC
|
$
|
(0.90
|
)
|
|
$
|
0.18
|
|
|
$
|
(1.31
|
)
|
|
$
|
0.02
|
|
DILUTED
|
$
|
(0.90
|
)
|
|
$
|
0.18
|
|
|
$
|
(1.31
|
)
|
|
$
|
0.02
|
|
WEIGHTED AVERAGE SHARES USED TO COMPUTE NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS:
|
|
|
|
|
|
|
|
||||||||
BASIC
|
38,679,849
|
|
|
42,407,888
|
|
|
38,639,672
|
|
|
43,153,486
|
|
||||
DILUTED
|
38,679,849
|
|
|
42,418,841
|
|
|
38,639,672
|
|
|
43,158,601
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||||
|
June 30, 2017
|
|
June 30, 2016
|
|
June 30, 2017
|
|
June 30, 2016
|
||||||||
Net income (loss)
|
$
|
(34,809
|
)
|
|
$
|
7,714
|
|
|
$
|
(50,723
|
)
|
|
$
|
826
|
|
Foreign currency translation adjustments
|
2,630
|
|
|
(1,352
|
)
|
|
3,181
|
|
|
312
|
|
||||
Other comprehensive income (loss)
|
2,630
|
|
|
(1,352
|
)
|
|
3,181
|
|
|
312
|
|
||||
Comprehensive income (loss)
|
(32,179
|
)
|
|
6,362
|
|
|
(47,542
|
)
|
|
1,138
|
|
||||
Less—Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
(184
|
)
|
|
—
|
|
|
(99
|
)
|
||||
Comprehensive income (loss) attributable to the Company
|
$
|
(32,179
|
)
|
|
$
|
6,546
|
|
|
$
|
(47,542
|
)
|
|
$
|
1,237
|
|
|
Company Stockholders’ Equity
|
|
|
|
|
|||||||||||||||||||||||||
|
Common
Stock
Shares
|
|
Common
Stock
|
|
Common Stock -
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Treasury
Stock
|
|
Noncontrolling Interest
|
|
Total
|
|||||||||||||||
BALANCE, January 1, 2016
|
43,837,714
|
|
|
$
|
4
|
|
|
$
|
474,367
|
|
|
$
|
169,680
|
|
|
$
|
(4,009
|
)
|
|
$
|
(28,762
|
)
|
|
$
|
2,730
|
|
|
$
|
614,010
|
|
Issuance of common stock
|
33,973
|
|
|
—
|
|
|
316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|||||||
Issuance of common stock in acquisition
|
500,000
|
|
|
1
|
|
|
4,049
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,050
|
|
|||||||
Conversion of restricted stock units to common stock (net of 68,424 shares of treasury stock purchased)
|
178,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(752
|
)
|
|
—
|
|
|
(752
|
)
|
|||||||
Partial termination of capped call options
|
—
|
|
|
—
|
|
|
1,588
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,588
|
|
|||||||
Convertible debt extinguishment impact (net of tax impact of $2,144)
|
—
|
|
|
—
|
|
|
(5,085
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,085
|
)
|
|||||||
Treasury stock purchases
|
(5,370,771
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,705
|
)
|
|
—
|
|
|
(46,705
|
)
|
|||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
|
(179
|
)
|
|||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
1,934
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,934
|
|
|||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
411
|
|
|
—
|
|
|
(99
|
)
|
|
312
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
688
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|
826
|
|
|||||||
BALANCE, June 30, 2016
|
39,179,201
|
|
|
$
|
5
|
|
|
$
|
477,169
|
|
|
$
|
170,368
|
|
|
$
|
(3,598
|
)
|
|
$
|
(76,219
|
)
|
|
$
|
2,590
|
|
|
$
|
570,315
|
|
BALANCE, January 1, 2017
|
38,553,413
|
|
|
$
|
5
|
|
|
$
|
480,906
|
|
|
$
|
214,007
|
|
|
$
|
(5,751
|
)
|
|
$
|
(81,824
|
)
|
|
$
|
2,831
|
|
|
$
|
610,174
|
|
Conversion of restricted stock units to common stock (net of 35,442 shares of treasury stock purchased)
|
131,893
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(638
|
)
|
|
—
|
|
|
(638
|
)
|
|||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
(271
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,831
|
)
|
|
(3,102
|
)
|
|||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
2,996
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,996
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,181
|
|
|
—
|
|
|
—
|
|
|
3,181
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,723
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,723
|
)
|
|||||||
BALANCE, June 30, 2017
|
38,685,306
|
|
|
$
|
5
|
|
|
$
|
483,631
|
|
|
$
|
163,284
|
|
|
$
|
(2,570
|
)
|
|
$
|
(82,462
|
)
|
|
$
|
—
|
|
|
$
|
561,888
|
|
|
Six months ended
|
||||||
|
June 30, 2017
|
|
June 30, 2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income (loss)
|
$
|
(50,723
|
)
|
|
$
|
826
|
|
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
|
|
|
|
||||
Depreciation expense
|
16,946
|
|
|
15,498
|
|
||
Amortization expense of assets and liabilities, net
|
890
|
|
|
354
|
|
||
Gain on involuntary conversion
|
—
|
|
|
(4,540
|
)
|
||
Accretion of convertible note discount
|
2,685
|
|
|
2,462
|
|
||
Change in fair value of contingent consideration
|
565
|
|
|
3,556
|
|
||
Change in fair value of convertible debt conversion liability
|
32,718
|
|
|
(13,432
|
)
|
||
Gain on debt extinguishment
|
—
|
|
|
(2,152
|
)
|
||
Provision for doubtful accounts
|
202
|
|
|
(34
|
)
|
||
Impairment of long-lived assets
|
1,341
|
|
|
—
|
|
||
Stock compensation expense
|
2,996
|
|
|
1,934
|
|
||
Deferred tax expense
|
2,350
|
|
|
1,969
|
|
||
Other operating activities
|
54
|
|
|
(505
|
)
|
||
Changes in asset and liabilities, net of effects from acquisitions:
|
|
|
|
||||
Accounts receivable, net
|
97,978
|
|
|
212,823
|
|
||
Inventories
|
11,638
|
|
|
(42,240
|
)
|
||
Prepaid expenses and other assets
|
(50,926
|
)
|
|
(41,158
|
)
|
||
Accounts payable
|
(24,558
|
)
|
|
(141,972
|
)
|
||
Accrued expenses and other liabilities
|
(18,798
|
)
|
|
(1,686
|
)
|
||
Deferred revenue
|
(26,844
|
)
|
|
1,757
|
|
||
Net cash flows used in operating activities
|
(1,486
|
)
|
|
(6,540
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Cash receipts for involuntary conversion
|
—
|
|
|
4,540
|
|
||
Cash receipts of restricted cash
|
4,000
|
|
|
—
|
|
||
Cash paid for purchase of property, plant and equipment
|
(32,037
|
)
|
|
(27,467
|
)
|
||
Cash paid for acquisitions and additional interests, net of cash acquired
|
(3,518
|
)
|
|
(12,720
|
)
|
||
Cash paid for investments
|
(816
|
)
|
|
(3,249
|
)
|
||
Other investing activities
|
—
|
|
|
376
|
|
||
Net cash flows used in investing activities
|
(32,371
|
)
|
|
(38,520
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Net borrowings on revolving line of credit
|
16,125
|
|
|
21,373
|
|
||
Borrowings on other lines of credit
|
3,278
|
|
|
4,081
|
|
||
Repayments on other lines of credit
|
(3,000
|
)
|
|
—
|
|
||
Cash received from notes payable
|
—
|
|
|
163,408
|
|
||
Cash paid on notes payable
|
(4,038
|
)
|
|
(64,530
|
)
|
||
Cash paid for debt issuance costs
|
(703
|
)
|
|
(5,329
|
)
|
||
Cash paid for treasury stock
|
—
|
|
|
(45,869
|
)
|
||
Cash paid for contingent consideration settlement
|
(7,678
|
)
|
|
(1,390
|
)
|
||
Net cash flows from financing activities
|
3,984
|
|
|
71,744
|
|
||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(29,873
|
)
|
|
26,684
|
|
||
CASH AND CASH EQUIVALENTS, Beginning of period
|
116,210
|
|
|
47,081
|
|
||
Effect of exchange rate changes on cash
|
1,254
|
|
|
313
|
|
||
CASH AND CASH EQUIVALENTS, End of period
|
$
|
87,591
|
|
|
$
|
74,078
|
|
|
Six months ended
|
||||||
|
June 30, 2017
|
|
June 30, 2016
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
|
|
|
|
||||
Cash paid for income taxes
|
$
|
214
|
|
|
$
|
244
|
|
Cash paid for interest
|
$
|
5,560
|
|
|
$
|
3,976
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
||||
Amounts included in period-end accounts payable for:
|
|
|
|
||||
Purchases of property, plant and equipment
|
$
|
3,166
|
|
|
$
|
4,135
|
|
Debt issuance cost
|
$
|
94
|
|
|
$
|
34
|
|
Issuance of common stock for acquisitions
|
$
|
—
|
|
|
$
|
4,050
|
|
Contingent consideration for acquisitions
|
$
|
—
|
|
|
$
|
4,500
|
|
Accruals of insurance proceeds related to impairment of property, plant and equipment
|
$
|
1,846
|
|
|
$
|
1,414
|
|
|
|
|
|
||||
|
|
|
|
||||
See "Note 3 - Acquisitions" for noncash items related to the acquisition transactions.
|
|
|
|
|
March 15, 2016
|
||
Consideration at fair value for acquisition from Sanimax:
|
|
||
Cash
|
$
|
12,541
|
|
Common stock
|
4,050
|
|
|
Contingent consideration
|
4,500
|
|
|
Total
|
$
|
21,091
|
|
|
Three Months
Ended June 30, 2017 |
|
Three Months
Ended June 30, 2016 |
|
Six Months
Ended June 30, 2017 |
|
Six Months
Ended June 30, 2016 |
||||||||
Revenues
|
$
|
535,103
|
|
|
$
|
558,301
|
|
|
$
|
953,996
|
|
|
$
|
864,598
|
|
Net income (loss)
|
(34,809
|
)
|
|
7,516
|
|
|
(50,723
|
)
|
|
679
|
|
||||
Basic net income (loss) per share
|
$
|
(0.89
|
)
|
|
$
|
0.18
|
|
|
$
|
(1.30
|
)
|
|
$
|
0.02
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
$
|
44,935
|
|
|
$
|
34,560
|
|
Work in process
|
3,579
|
|
|
3,775
|
|
||
Finished goods
|
86,492
|
|
|
107,073
|
|
||
Total
|
$
|
135,006
|
|
|
$
|
145,408
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Commodity derivatives and related collateral, net
|
$
|
3,365
|
|
|
$
|
7,127
|
|
Prepaid expenses
|
12,344
|
|
|
10,665
|
|
||
Deposits
|
4,822
|
|
|
2,897
|
|
||
RIN inventory
|
59,487
|
|
|
9,398
|
|
||
Taxes receivable
|
8,186
|
|
|
4,539
|
|
||
Other
|
952
|
|
|
1,646
|
|
||
Total
|
$
|
89,156
|
|
|
$
|
36,272
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Spare parts inventory
|
$
|
2,854
|
|
|
$
|
3,532
|
|
Catalysts
|
3,720
|
|
|
4,479
|
|
||
Deposits
|
381
|
|
|
2,392
|
|
||
Other
|
2,602
|
|
|
2,227
|
|
||
Total
|
$
|
9,557
|
|
|
$
|
12,630
|
|
|
June 30, 2017
|
||||||||||||
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life
|
||||||
Raw material supply agreement
|
$
|
6,230
|
|
|
$
|
(2,194
|
)
|
|
$
|
4,036
|
|
|
8.5 years
|
Renewable hydrocarbon diesel technology
|
8,300
|
|
|
(1,706
|
)
|
|
6,594
|
|
|
12.0 years
|
|||
Ground lease
|
200
|
|
|
(135
|
)
|
|
65
|
|
|
4.4 years
|
|||
Acquired customer relationships
|
2,900
|
|
|
(541
|
)
|
|
2,359
|
|
|
8.1 years
|
|||
In-process research and development
|
15,956
|
|
|
(709
|
)
|
|
15,247
|
|
|
14.3 years
|
|||
Total intangible assets
|
$
|
33,586
|
|
|
$
|
(5,285
|
)
|
|
$
|
28,301
|
|
|
|
|
December 31, 2016
|
||||||||||||
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life
|
||||||
Raw material supply agreement
|
$
|
6,230
|
|
|
$
|
(1,987
|
)
|
|
$
|
4,243
|
|
|
9.0 years
|
Renewable hydrocarbon diesel technology
|
8,300
|
|
|
(1,429
|
)
|
|
6,871
|
|
|
12.5 years
|
|||
Ground lease
|
200
|
|
|
(127
|
)
|
|
73
|
|
|
4.9 years
|
|||
Acquired customer relationships
|
2,900
|
|
|
(396
|
)
|
|
2,504
|
|
|
8.6 years
|
|||
In-process research and development
|
15,956
|
|
|
(177
|
)
|
|
15,779
|
|
|
14.8 years
|
|||
Total intangible assets
|
$
|
33,586
|
|
|
$
|
(4,116
|
)
|
|
$
|
29,470
|
|
|
|
July 1, 2017 through December 31, 2017
|
$
|
1,183
|
|
2018
|
2,373
|
|
|
2019
|
2,379
|
|
|
2020
|
2,386
|
|
|
2021
|
2,392
|
|
|
2022
|
2,385
|
|
|
2023 and thereafter
|
15,203
|
|
|
Total
|
$
|
28,301
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
4.00% Convertible Senior Notes, $152,000 face amount, due in June 2036
|
$
|
114,842
|
|
|
$
|
113,446
|
|
2.75% Convertible Senior Notes, $73,838 face amount, due in June 2019
|
68,544
|
|
|
67,254
|
|
||
REG Danville term loan, secured, variable interest rate of LIBOR plus 4%, due in December 2017
|
7,100
|
|
|
8,163
|
|
||
REG Newton term loan, secured, variable interest rate of LIBOR plus 4%, due in December 2018
|
10,808
|
|
|
13,063
|
|
||
REG Mason City term loan, fixed interest rate of 5%, due in July 2019
|
1,751
|
|
|
2,659
|
|
||
REG Ames term loans, secured, fixed interest rates of 3.5% and 4.25%, due in January 2018 and December 2019, respectively
|
3,392
|
|
|
3,565
|
|
||
REG Grays Harbor term loan, variable interest of minimum of 3.5% or Prime Rate plus 0.25%, due in May 2022
|
8,467
|
|
|
9,273
|
|
||
Other
|
433
|
|
|
468
|
|
||
Total term debt before debt issuance costs
|
215,337
|
|
|
217,891
|
|
||
Less: Current portion of long-term debt
|
16,674
|
|
|
15,402
|
|
||
Less: Debt issuance costs (net of accumulated amortization of $2,846 and $2,396, respectively)
|
5,856
|
|
|
6,286
|
|
||
Total long-term debt
|
$
|
192,807
|
|
|
$
|
196,203
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Amount outstanding under lines of credit
|
$
|
69,247
|
|
|
$
|
52,844
|
|
Maximum available to be borrowed under lines of credit
|
$
|
31,008
|
|
|
$
|
100,237
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Gross amounts of derivatives recognized at fair value
|
$
|
2,962
|
|
|
$
|
2,045
|
|
|
$
|
1,272
|
|
|
$
|
3,511
|
|
Cash collateral
|
2,448
|
|
|
—
|
|
|
9,366
|
|
|
—
|
|
||||
Total gross amount recognized
|
5,410
|
|
|
2,045
|
|
|
10,638
|
|
|
3,511
|
|
||||
Gross amounts offset
|
(2,045
|
)
|
|
(2,045
|
)
|
|
(3,511
|
)
|
|
(3,511
|
)
|
||||
Net amount reported in the condensed consolidated balance sheets
|
$
|
3,365
|
|
|
$
|
—
|
|
|
$
|
7,127
|
|
|
$
|
—
|
|
|
Location of Gain (Loss)
Recognized in income |
|
Three Months
Ended June 30, 2017 |
|
Three Months
Ended June 30, 2016 |
|
Six Months
Ended June 30, 2017 |
|
Six Months
Ended June 30, 2016 |
||||||||
Commodity derivatives
|
Cost of goods sold – Biomass-based diesel
|
|
$
|
9,758
|
|
|
$
|
(30,527
|
)
|
|
$
|
18,047
|
|
|
$
|
(34,796
|
)
|
•
|
Level 1 — Quoted prices for identical instruments in active markets.
|
•
|
Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.
|
•
|
Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
As of June 30, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Commodity contract derivatives
|
$
|
917
|
|
|
$
|
(135
|
)
|
|
$
|
1,052
|
|
|
$
|
—
|
|
Convertible debt conversion liability
|
(59,818
|
)
|
|
—
|
|
|
(59,818
|
)
|
|
—
|
|
||||
Contingent considerations for acquisitions
|
(39,455
|
)
|
|
—
|
|
|
—
|
|
|
(39,455
|
)
|
||||
|
$
|
(98,356
|
)
|
|
$
|
(135
|
)
|
|
$
|
(58,766
|
)
|
|
$
|
(39,455
|
)
|
|
As of December 31, 2016
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Commodity contract derivatives
|
$
|
(2,239
|
)
|
|
$
|
(1,297
|
)
|
|
$
|
(942
|
)
|
|
$
|
—
|
|
Convertible debt conversion liability
|
(27,100
|
)
|
|
—
|
|
|
(27,100
|
)
|
|
—
|
|
||||
Contingent considerations for acquisitions
|
(46,568
|
)
|
|
—
|
|
|
—
|
|
|
(46,568
|
)
|
||||
|
$
|
(75,907
|
)
|
|
$
|
(1,297
|
)
|
|
$
|
(28,042
|
)
|
|
$
|
(46,568
|
)
|
|
Contingent Consideration for Acquisitions
|
||||||
|
2017
|
|
2016
|
||||
Balance at beginning of period, January 1
|
$
|
46,568
|
|
|
$
|
41,712
|
|
Fair value of contingent consideration at measurement date
|
—
|
|
|
4,500
|
|
||
Change in estimates included in earnings
|
589
|
|
|
(15
|
)
|
||
Settlements
|
(3,980
|
)
|
|
(581
|
)
|
||
Balance at end of period, March 31
|
43,177
|
|
|
45,616
|
|
||
Change in estimates included in earnings
|
(24
|
)
|
|
3,571
|
|
||
Settlements
|
(3,698
|
)
|
|
(809
|
)
|
||
Balance at end of period, June 30
|
$
|
39,455
|
|
|
$
|
48,378
|
|
|
Three Months
Ended June 30, 2017 |
|
Three Months
Ended June 30, 2016 |
|
Six Months
Ended June 30, 2017 |
|
Six Months
Ended June 30, 2016 |
||||
Options to purchase common stock
|
—
|
|
|
87,026
|
|
|
—
|
|
|
87,026
|
|
Stock appreciation rights
|
1,297,282
|
|
|
2,251,132
|
|
|
1,446,618
|
|
|
2,422,353
|
|
2019 Convertible notes
|
5,567,112
|
|
|
9,302,579
|
|
|
5,567,112
|
|
|
10,070,399
|
|
2036 Convertible notes
|
14,106,725
|
|
|
4,495,550
|
|
|
14,106,725
|
|
|
2,247,775
|
|
Total
|
20,971,119
|
|
|
16,136,287
|
|
|
21,120,455
|
|
|
14,827,553
|
|
|
Three Months
Ended June 30, 2017 |
|
Three Months
Ended June 30, 2016 |
|
Six Months
Ended June 30, 2017 |
|
Six Months
Ended June 30, 2016 |
||||||||
Net income (loss) attributable to the Company’s common stockholders - Basic
|
$
|
(34,809
|
)
|
|
$
|
7,445
|
|
|
$
|
(50,723
|
)
|
|
$
|
676
|
|
Less: effect of participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) attributable to common stockholders - Dilutive
|
$
|
(34,809
|
)
|
|
$
|
7,445
|
|
|
$
|
(50,723
|
)
|
|
$
|
676
|
|
Shares:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares used to compute basic net income per share
|
38,679,849
|
|
|
42,407,888
|
|
|
38,639,672
|
|
|
43,153,486
|
|
||||
Adjustment to reflect stock appreciation right conversions
|
—
|
|
|
10,953
|
|
|
—
|
|
|
5,115
|
|
||||
Weighted-average shares used to compute diluted net income per share
|
38,679,849
|
|
|
42,418,841
|
|
|
38,639,672
|
|
|
43,158,601
|
|
||||
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Diluted
|
$
|
(0.90
|
)
|
|
$
|
0.18
|
|
|
$
|
(1.31
|
)
|
|
$
|
0.02
|
|
|
Three Months
Ended June 30, 2017 |
|
Three Months
Ended June 30, 2016 |
|
Six Months
Ended June 30, 2017 |
|
Six Months
Ended June 30, 2016 |
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
Biomass-based Diesel (includes REG Germany's net sales of $41,473 and $95,025 for the three and six months ended June 30, 2017, respectively, and $45,748 and $82,667 for the three and six months ended June 30, 2016, respectively)
|
$
|
532,527
|
|
|
$
|
539,631
|
|
|
$
|
922,632
|
|
|
$
|
824,669
|
|
Services
|
20,922
|
|
|
21,396
|
|
|
43,755
|
|
|
42,133
|
|
||||
Renewable Chemicals
|
1,002
|
|
|
1,000
|
|
|
1,830
|
|
|
1,000
|
|
||||
Corporate and Other
|
39,366
|
|
|
23,643
|
|
|
77,138
|
|
|
40,632
|
|
||||
Intersegment revenues
|
(58,714
|
)
|
|
(27,369
|
)
|
|
(91,359
|
)
|
|
(52,262
|
)
|
||||
|
$
|
535,103
|
|
|
$
|
558,301
|
|
|
$
|
953,996
|
|
|
$
|
856,172
|
|
Income (loss) before income taxes:
|
|
|
|
|
|
|
|
||||||||
Biomass-based Diesel (includes REG Germany's income (loss) of ($2,092) and ($1,332) for the three and six months ended June 30, 2017, respectively and $1,183 and $1,616 for the three and six months ended June 30, 2016, respectively)
|
$
|
4,323
|
|
|
$
|
(3,591
|
)
|
|
$
|
(6,392
|
)
|
|
$
|
1,546
|
|
Services
|
(267
|
)
|
|
1,261
|
|
|
(377
|
)
|
|
1,834
|
|
||||
Renewable Chemicals
|
(4,828
|
)
|
|
(3,924
|
)
|
|
(9,835
|
)
|
|
(8,605
|
)
|
||||
Corporate and Other
|
(32,077
|
)
|
|
15,264
|
|
|
(31,084
|
)
|
|
8,075
|
|
||||
|
$
|
(32,849
|
)
|
|
$
|
9,010
|
|
|
$
|
(47,688
|
)
|
|
$
|
2,850
|
|
Depreciation and amortization expense, net:
|
|
|
|
|
|
|
|
||||||||
Biomass-based Diesel (includes REG Germany's amounts of $788 and $1,474 for the three and six months ended June 30, 2017, respectively and $594 and $1,445 for the three and six months ended June 30, 2016, respectively)
|
$
|
7,830
|
|
|
$
|
7,140
|
|
|
$
|
15,570
|
|
|
$
|
14,068
|
|
Services
|
251
|
|
|
117
|
|
|
482
|
|
|
213
|
|
||||
Renewable Chemicals
|
384
|
|
|
368
|
|
|
769
|
|
|
782
|
|
||||
Corporate and Other
|
508
|
|
|
392
|
|
|
1,015
|
|
|
789
|
|
||||
|
$
|
8,973
|
|
|
$
|
8,017
|
|
|
$
|
17,836
|
|
|
$
|
15,852
|
|
Cash paid for purchases of property, plant and equipment:
|
|
|
|
|
|
|
|
||||||||
Biomass-based Diesel (includes REG Germany's amounts of $1,227 and $2,395 for the three and six months ended June 30, 2017, respectively, and $374 and $374 for the three and six months ended June 30, 2016, respectively)
|
$
|
13,517
|
|
|
$
|
11,895
|
|
|
$
|
29,398
|
|
|
$
|
25,499
|
|
Services
|
938
|
|
|
—
|
|
|
1,520
|
|
|
1,166
|
|
||||
Renewable Chemicals
|
—
|
|
|
619
|
|
|
7
|
|
|
619
|
|
||||
Corporate and Other
|
946
|
|
|
183
|
|
|
1,112
|
|
|
183
|
|
||||
|
$
|
15,401
|
|
|
$
|
12,697
|
|
|
$
|
32,037
|
|
|
$
|
27,467
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Goodwill:
|
|
|
|
||||
Services
|
$
|
16,080
|
|
|
$
|
16,080
|
|
|
|
|
|
||||
Assets:
|
|
|
|
||||
Biomass-based Diesel (including REG Germany's assets of $58,039 and $54,646, respectively)
|
$
|
964,373
|
|
|
$
|
1,026,349
|
|
Services
|
49,941
|
|
|
53,823
|
|
||
Renewable Chemicals
|
22,330
|
|
|
22,883
|
|
||
Corporate and Other
|
309,764
|
|
|
299,825
|
|
||
Intersegment eliminations
|
(285,893
|
)
|
|
(266,277
|
)
|
||
|
$
|
1,060,515
|
|
|
$
|
1,136,603
|
|
|
Three Months
Ended June 30, 2017 |
|
Three Months
Ended June 30, 2016 |
|
Six Months
Ended June 30, 2017 |
|
Six Months
Ended June 30, 2016 |
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
477,769
|
|
|
$
|
512,553
|
|
|
$
|
843,110
|
|
|
$
|
773,505
|
|
Germany
|
41,473
|
|
|
45,748
|
|
|
$
|
95,025
|
|
|
82,667
|
|
|||
Other Foreign
|
15,861
|
|
|
—
|
|
|
15,861
|
|
|
—
|
|
||||
Non-United States
|
57,334
|
|
|
45,748
|
|
|
110,886
|
|
|
82,667
|
|
||||
|
$
|
535,103
|
|
|
$
|
558,301
|
|
|
$
|
953,996
|
|
|
$
|
856,172
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Long-lived assets:
|
|
|
|
||||
United States
|
$
|
593,247
|
|
|
$
|
580,868
|
|
Foreign
|
21,637
|
|
|
18,606
|
|
||
|
$
|
614,884
|
|
|
$
|
599,474
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
the operations of the following biomass-based diesel production facilities:
|
•
|
a 12 mmgy nameplate biodiesel production facility located in Ralston, Iowa;
|
•
|
a 35 mmgy nameplate biodiesel production facility located near Houston, Texas;
|
•
|
a 45 mmgy nameplate biodiesel production facility located in Danville, Illinois;
|
•
|
a 30 mmgy nameplate biodiesel production facility located in Newton, Iowa;
|
•
|
a 60 mmgy nameplate biodiesel production facility located in Seneca, Illinois;
|
•
|
a 30 mmgy nameplate biodiesel production facility located near Albert Lea, Minnesota;
|
•
|
a 15 mmgy nameplate biodiesel production facility located in New Boston, Texas;
|
•
|
a 30 mmgy nameplate biodiesel production facility located in Mason City, Iowa;
|
•
|
a 75 mmgy nameplate RHD production facility located in Geismar, Louisiana;
|
•
|
a 27 mmgy nameplate biodiesel production facility located in Emden, Germany;
|
•
|
a 23 mmgy nameplate biodiesel production facility located in Oeding, Germany;
|
•
|
a 100 mmgy nameplate biodiesel production facility located in Grays Harbor, Washington; and
|
•
|
a 20 mmgy nameplate biodiesel production facility located in DeForest, Wisconsin.
|
•
|
purchases and resales of biomass-based diesel, petroleum-based diesel, Renewable Identification Numbers ("RINs") and Low Carbon Fuel Standard credits, or LCFS credits, and raw material feedstocks acquired from third parties;
|
•
|
sales of biomass-based diesel produced under toll manufacturing arrangements with third-party facilities using our feedstocks; and
|
•
|
incentives received from federal and state programs for renewable fuels.
|
•
|
biomass-based diesel facility management and operational services, whereby we provide day-to-day management and operational services to biomass-based diesel production facilities; and
|
•
|
construction management services, whereby we act as the construction management and general contractor for the construction of biomass-based diesel production facilities.
|
•
|
research and development activities focusing on microbial fermentation to develop and produce renewable chemicals, additional advanced biofuels and other biobased products;
|
•
|
collaborative research and development and other service activities to continue to build out the technology platform; and
|
•
|
the operations of a demonstration scale fermentation facility located in Okeechobee, Florida.
|
|
2015
|
2016
|
2017
|
2018
|
2019 (proposed)
|
Biomass-based diesel
|
1.73 billion gallons
|
1.90 billion gallons
|
2.00 billion gallons
|
2.1 billion gallons
|
2.1 billion gallons
|
|
2014
|
2015
|
2016
|
Q2 2017 (YTD)
|
Biomass-based diesel produced and imported
|
1.75 billion gallons
|
1.81 billion gallons
|
2.60 billion gallons
|
1.13 billion gallons
|
|
|
Feedstock
|
||||
Factors Influencing Supply and Price
|
|
Inedible Corn Oil
|
Used Cooking Oil
|
Inedible Animal Fat
|
Canola Oil
|
Soybean Oil
|
Demand for inedible corn oil from renewable fuel and other markets
|
|
þ
|
|
|
|
|
Ethanol production
|
|
þ
|
|
|
|
|
Export demand
|
|
þ
|
þ
|
þ
|
þ
|
þ
|
Extraction system yield
|
|
þ
|
|
|
|
|
Implementation of inedible corn oil separation systems into existing and new ethanol facilities
|
|
þ
|
|
|
|
|
Implementation of co-located biodiesel/renewable diesel plants with ethanol facilities
|
|
þ
|
|
|
|
|
Feed demand
|
|
þ
|
þ
|
þ
|
|
|
New or expected biodiesel capacity
|
|
þ
|
þ
|
þ
|
þ
|
þ
|
Weather conditions
|
|
þ
|
|
þ
|
þ
|
þ
|
Biomass-based diesel demand
|
|
þ
|
þ
|
þ
|
þ
|
þ
|
Population
|
|
|
þ
|
|
|
|
Number of restaurants in the vicinity of collection facilities and terminals which is dependent on population density
|
|
|
þ
|
þ
|
|
|
Cooking methods and eating habits, which can be impacted by the economy
|
|
|
þ
|
þ
|
|
|
Number of slaughter kills in the United States
|
|
|
|
þ
|
|
|
Demand for inedible animal fat from other markets
|
|
|
|
þ
|
|
|
Demand for canola oil for food use
|
|
|
|
|
þ
|
|
Canola crush margin
|
|
|
|
|
þ
|
|
Canola meal demand
|
|
|
|
|
þ
|
|
Crop disease
|
|
|
|
|
þ
|
þ
|
Palm oil supply
|
|
|
|
|
þ
|
þ
|
Soybean meal demand
|
|
|
|
|
|
þ
|
South American crop production
|
|
|
|
|
|
þ
|
Farmer planting decisions
|
|
|
|
|
þ
|
þ
|
Government policies and subsidies
|
|
þ
|
þ
|
þ
|
þ
|
þ
|
(1)
|
Used cooking oil prices are based on the monthly average of the daily low sales price of Missouri River yellow grease as reported by The Jacobsen (based on 8.5 pounds per gallon).
|
(2)
|
Inedible corn oil prices are reported as the monthly average of the daily distillers’ corn oil market values delivered to Illinois as reported by The Jacobsen (based on 8.2 pounds per gallon).
|
(3)
|
Choice white grease prices are based on the monthly average of the daily low prices of Missouri River choice white grease as reported by The Jacobsen (based on 8.0 pounds per gallon).
|
(4)
|
Soybean oil (crude) prices are based on the monthly average of the daily closing sale price of the nearby soybean oil contract as reported by CBOT (based on 7.5 pounds per gallon).
|
(1)
|
Biodiesel prices are based on the monthly average of the midpoint of the high and low prices of B100 (Upper Midwest) as reported by The Jacobsen.
|
(2)
|
Soybean oil (crude) prices are based on the monthly average of the daily closing sale price of the nearby soybean oil contract as reported by CBOT (based on 7.5 pounds per gallon).
|
(3)
|
Choice white grease prices are based on the monthly average of the daily low price of Missouri River choice white grease as reported by The Jacobsen (based on 8.0 pounds per gallon).
|
(4)
|
Spread between biodiesel price and choice white grease price.
|
(5)
|
Spread between biodiesel price and soybean oil (crude) price.
|
Year
|
|
RIN Generation (D4 Biomass-based Diesel)
|
|
Finalized RVO level for D4 Biomass-based Diesel
|
2014
|
|
1.75 billion gallons
|
|
1.63 billion gallons
|
2015
|
|
1.81 billion gallons
|
|
1.73 billion gallons
|
2016
|
|
2.60 billion gallons
|
|
1.90 billion gallons
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Gallons sold
|
160.2
|
|
|
150.1
|
|
|
282.3
|
|
|
248.0
|
|
||||
Average B100 price per gallon
|
$
|
2.86
|
|
|
$
|
3.27
|
|
|
$
|
2.90
|
|
|
$
|
3.11
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
535,103
|
|
|
$
|
558,301
|
|
|
$
|
953,996
|
|
|
$
|
856,172
|
|
Cost of goods sold
|
504,990
|
|
|
533,439
|
|
|
906,600
|
|
|
813,927
|
|
||||
Gross profit
|
30,113
|
|
|
24,862
|
|
|
47,396
|
|
|
42,245
|
|
||||
Selling, general and administrative expenses
|
22,812
|
|
|
20,850
|
|
|
45,719
|
|
|
40,626
|
|
||||
Research and development expense
|
3,181
|
|
|
4,427
|
|
|
6,779
|
|
|
8,353
|
|
||||
Income (loss) from operations
|
4,120
|
|
|
(415
|
)
|
|
(5,102
|
)
|
|
(6,734
|
)
|
||||
Other income (expenses), net
|
(36,969
|
)
|
|
9,425
|
|
|
(42,586
|
)
|
|
9,584
|
|
||||
Income tax expense
|
(1,960
|
)
|
|
(1,296
|
)
|
|
(3,035
|
)
|
|
(2,024
|
)
|
||||
Net income (loss)
|
(34,809
|
)
|
|
7,714
|
|
|
(50,723
|
)
|
|
826
|
|
||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
108
|
|
|
—
|
|
|
138
|
|
||||
Net income (loss) attributable to the Company
|
(34,809
|
)
|
|
7,606
|
|
|
(50,723
|
)
|
|
688
|
|
||||
Effect of participating share-based awards
|
—
|
|
|
(161
|
)
|
|
—
|
|
|
(12
|
)
|
||||
Net income (loss) attributable to the Company's common stockholders
|
$
|
(34,809
|
)
|
|
$
|
7,445
|
|
|
$
|
(50,723
|
)
|
|
$
|
676
|
|
(In thousands)
|
Three Months
Ended June 30, 2017 |
|
Three Months
Ended June 30, 2016 |
|
Six Months
Ended June 30, 2017 |
|
Six Months
Ended June 30, 2016 |
||||||||
Net income (loss)
|
$
|
(34,809
|
)
|
|
$
|
7,714
|
|
|
$
|
(50,723
|
)
|
|
$
|
826
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
1,960
|
|
|
1,296
|
|
|
3,035
|
|
|
2,024
|
|
||||
Interest expense
|
4,479
|
|
|
3,738
|
|
|
9,015
|
|
|
7,049
|
|
||||
Gain on involuntary conversion
|
—
|
|
|
(997
|
)
|
|
—
|
|
|
(4,540
|
)
|
||||
Other (income) expense, net
|
(32
|
)
|
|
(2,306
|
)
|
|
288
|
|
|
(2,218
|
)
|
||||
Change in fair value of contingent liability
|
(24
|
)
|
|
3,571
|
|
|
565
|
|
|
3,556
|
|
||||
Change in fair value of convertible debt conversion liability
|
32,546
|
|
|
(13,432
|
)
|
|
32,718
|
|
|
(13,432
|
)
|
||||
Loss on the Geismar lease termination
|
3,967
|
|
|
—
|
|
|
3,967
|
|
|
—
|
|
||||
Impairment of assets
|
1,341
|
|
|
—
|
|
|
1,341
|
|
|
—
|
|
||||
Straight-line lease expense
|
(85
|
)
|
|
(80
|
)
|
|
(117
|
)
|
|
(174
|
)
|
||||
Depreciation
|
8,523
|
|
|
7,824
|
|
|
16,946
|
|
|
15,498
|
|
||||
Amortization
|
149
|
|
|
(134
|
)
|
|
276
|
|
|
(274
|
)
|
||||
Non-cash stock compensation
|
1,688
|
|
|
858
|
|
|
2,996
|
|
|
1,934
|
|
||||
Adjusted EBITDA
|
$
|
19,703
|
|
|
$
|
8,052
|
|
|
$
|
20,307
|
|
|
$
|
10,249
|
|
•
|
Adjusted EBITDA does not reflect our cash expenditures for capital assets or the impact of certain cash charges that we consider not to be an indication of our ongoing operations;
|
•
|
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital requirements;
|
•
|
Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements;
|
•
|
stock-based compensation expense is an important element of our long term incentive compensation program, although we have excluded it as an expense when evaluating our operating performance; and
|
•
|
other companies, including other companies in the industry, may calculate these measures differently than we do, limiting their usefulness as a comparative measure.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
4.00% Convertible Senior Notes, $152,000 face amount, due in June 2036
|
$
|
114,842
|
|
|
$
|
113,446
|
|
2.75% Convertible Senior Notes, $73,838 face amount, due in June 2019
|
68,544
|
|
|
67,254
|
|
||
REG Danville term loan, secured, variable interest rate of LIBOR plus 4%, due in December 2017
|
7,100
|
|
|
8,163
|
|
||
REG Newton term loan, secured, variable interest rate of LIBOR plus 4%, due in December 2018
|
10,808
|
|
|
13,063
|
|
||
REG Mason City term loan, fixed interest rate of 5%, due in July 2019
|
1,751
|
|
|
2,659
|
|
||
REG Ames term loans, secured, fixed interest rates of 3.5% and 4.25%, due in January 2018 and December 2019, respectively
|
3,392
|
|
|
3,565
|
|
||
REG Grays Harbor term loan, variable interest of minimum of 3.5% or Prime Rate plus 0.25%, due in May 2022
|
8,467
|
|
|
9,273
|
|
||
Other
|
433
|
|
|
468
|
|
||
Total term debt before debt issuance costs
|
$
|
215,337
|
|
|
$
|
217,891
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Amount outstanding under lines of credit
|
$
|
69.2
|
|
|
$
|
52.8
|
|
Maximum available to be borrowed under lines of credit
|
31.0
|
|
|
100.2
|
|
|
Six Months Ended
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net cash flows used in operating activities
|
$
|
(1,486
|
)
|
|
$
|
(6,540
|
)
|
Net cash flows used in investing activities
|
(32,371
|
)
|
|
(38,520
|
)
|
||
Net cash flows from financing activities
|
3,984
|
|
|
71,744
|
|
||
Net change in cash and cash equivalents
|
(29,873
|
)
|
|
26,684
|
|
||
Cash and cash equivalents, end of period
|
$
|
87,591
|
|
|
$
|
74,078
|
|
|
First half of 2017 Volume
(in millions) |
|
Units
|
|
Hypothetical
Adverse Change in Price |
|
Impact on Annual
Gross Profit (in millions) |
|
Percentage
Change in Gross Profit |
|||||
Total Biodiesel
|
282.3
|
|
|
gallons
|
|
10
|
%
|
|
$
|
(78.8
|
)
|
|
(250.3
|
)%
|
Total Lower Cost Feedstocks
|
1,178.1
|
|
|
pounds
|
|
10
|
%
|
|
$
|
(33.8
|
)
|
|
(107.5
|
)%
|
Total Canola Oil
|
287.5
|
|
|
pounds
|
|
10
|
%
|
|
$
|
(9.8
|
)
|
|
(31.1
|
)%
|
Total Soy Oil
|
110.2
|
|
|
pounds
|
|
10
|
%
|
|
$
|
(3.5
|
)
|
|
(11.1
|
)%
|
•
|
difficulty in integrating the operations and personnel of the acquired company;
|
•
|
difficulty in effectively integrating the acquired technologies, products or services with our current technologies, products or services;
|
•
|
demands on management related to the increase in our size after the acquisition;
|
•
|
the diversion of management’s attention from daily operations to the integration of acquired businesses and personnel;
|
•
|
failure to achieve expected synergies and costs savings;
|
•
|
difficulties in the assimilation and retention of employees;
|
•
|
difficulties in the assimilation of different cultures and practices, as well as in the assimilation of broad and geographically dispersed personnel and operations;
|
•
|
difficulties in the integration of departments, systems, including accounting systems, technologies, books and records and procedures, as well as in maintaining uniform standards and controls, including internal control over financial reporting, and related procedures and policies;
|
•
|
incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;
|
•
|
the need to fund significant working capital requirements of any acquired production facilities;
|
•
|
potential failure of the due diligence processes to identify significant problems, liabilities or other shortcomings or challenges of an acquired company or technology, including but not limited to, issues with the acquired company’s intellectual property, product quality, environmental liabilities, data back-up and security, revenue recognition or other accounting practices, employee, customer or partner issues or legal and financial contingencies;
|
•
|
e
xposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including but not limited to, claims from terminated employees, customers, former stockholders or other third parties; and
|
•
|
incurring significant exit charges if products or services acquired in business combinations are unsuccessful.
|
•
|
recruiting and retaining talented and capable management and employees in foreign countries;
|
•
|
challenges caused by distance, language and cultural differences;
|
•
|
protecting and enforcing our intellectual property rights;
|
•
|
difficulties in the assimilation and retention of employees;
|
•
|
the inability to extend proprietary rights in our technology into new jurisdictions;
|
•
|
currency exchange rate fluctuations;
|
•
|
general economic and political conditions in foreign jurisdictions;
|
•
|
foreign tax consequences;
|
•
|
foreign exchange controls or U.S. tax restrictions that might restrict or prevent us from repatriating income earned in countries outside the United States;
|
•
|
political, economic and social instability;
|
•
|
higher costs associated with doing business internationally; and
|
•
|
export or import regulations as well as trade and tariff restrictions.
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to payments of principal, interest on, and other fees related to such indebtedness, thereby reducing the availability of our cash flow to fund working capital and capital expenditures, and for other general corporate purposes;
|
•
|
increase our vulnerability to general adverse economic and biomass-based diesel industry conditions, including interest rate fluctuations, because a portion of our revolving credit facilities are and will continue to be at variable rates of interest;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the biomass-based diesel industry, which may place us at a competitive disadvantage compared to our competitors that have less debt; and
|
•
|
limit among other things, our ability to borrow additional funds.
|
•
|
actual or anticipated fluctuations in our financial condition and operating results;
|
•
|
changes in the performance or market valuations of other companies engaged in our industry;
|
•
|
issuance of new or updated research reports by securities or industry analysts;
|
•
|
changes in financial estimates by us or of securities or industry analysts;
|
•
|
investors’ general perception of us and the industry in which we operate;
|
•
|
changes in the political climate in the industry in which we operate, existing laws, regulations and policies applicable to our business and products, including RFS2, and the continuation or adoption or failure to continue or adopt renewable energy requirements and incentives, including the BTC;
|
•
|
other regulatory developments in our industry affecting us, our customers or our competitors;
|
•
|
announcements of technological innovations by us or our competitors;
|
•
|
announcement or expectation of additional financing efforts, including sales or expected sales of additional common stock;
|
•
|
additions or departures of key management or other personnel;
|
•
|
litigation;
|
•
|
inadequate trading volume;
|
•
|
general market conditions in our industry; and
|
•
|
general economic and market conditions, including continued dislocations and downward pressure in the capital markets.
|
•
|
the right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of directors;
|
•
|
the requirement for advance notice for nominations for election to the board of directors or for proposing matters that can be acted upon at a stockholders’ meeting;
|
•
|
the ability of the board of directors to alter our bylaws without obtaining stockholder approval;
|
•
|
the ability of the board of directors to issue, without stockholder approval, up to 10,000,000 shares of preferred stock with rights set by the board of directors, which rights could be senior to those of common stock;
|
•
|
a classified board;
|
•
|
the required approval of holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our bylaws or amend or repeal the provisions of our amended and restated certificate of incorporation regarding the classified board, the election and removal of directors and the ability of stockholders to take action by written consent; and
|
•
|
the elimination of the right of stockholders to call a special meeting of stockholders and to take action by written consent.
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Form of Performance Restricted Stock Unit Award Agreement.
#
|
10.2
|
|
Renewable Energy Group, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 10, 2017).
#
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
32.1*
|
|
Certification of the Chief Executive Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2*
|
|
Certification of the Chief Financial Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
RENEWABLE ENERGY GROUP, INC.
|
|
|
|
|
|
|
|
|
|
Dated:
|
August 4, 2017
|
By:
|
/s/ Randolph L. Howard
|
|
|
|
Randolph L. Howard
|
|
|
|
Interim President and Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
Dated:
|
August 4, 2017
|
By:
|
/s/ Chad Stone
|
|
|
|
Chad Stone
|
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
Dated:
|
August 4, 2017
|
By:
|
/s/ Chad A. Baker
|
|
|
|
Chad A. Baker
|
|
|
|
Controller and Chief Accounting Officer (Principal Accounting Officer)
|
(i)
|
Stock Price Hurdle.
|
a.
|
The Performance-Based Restricted Stock Units subject to the Stock Price Hurdle vest on the achievement of a price for the Common Stock equal to or exceeding $15.00 per share calculated using a 20-day volume-weighted average stock price (“VWAP”). The Stock Price Hurdle may be attained at any point during the period beginning on the Grant Date and ending on the 20
th
trading day following the five year anniversary of the Grant Date (“Stock Price Performance Measurement Period”). Stock price will be measured using the VWAP during any 20 consecutive trading days during the Stock Price Performance Measurement Period. The Stock Price Performance Measurement Period will be “rolling”, meaning that Stock Price Performance Measurement Periods will overlap (i.e., a new 20 trading day measurement period begins on every trading day).
|
b.
|
If the Stock Price Hurdle is attained, depending on the timing of attainment, a portion of the shares of Common Stock issuable upon vesting and settlement may be subject to transfer restrictions. If the Stock Price Hurdle is attained during the three year period beginning on the Grant Date, then 100% of the Performance-Based Restricted Stock Units shall be settled immediately, subject to Section 2(c);
provided
,
however
, that following
|
(ii)
|
ROIC Hurdle.
|
a.
|
The Performance-Based Restricted Stock Units subject to the ROIC Hurdle vest based on the achievement of Return on Invested Capital performance of at least 10%, measured based on the average of the Company’s annual ROIC ( as defined below) over any of the following periods: (x) the three years in the period beginning on January 1, 2017 and ending December 31, 2019 (i.e., the simple average of ROIC in each of fiscal 2017, 2018, and 2019); (y) the four years in the period beginning on January 1, 2017 and ending December 31, 2020 (i.e., the simple average of ROIC in each of fiscal 2017, 2018, 2019 and 2020); and (z) the five years in the period beginning on January 1, 2017 and ending December 31, 2021 (i.e., the simple average of ROIC in each of fiscal 2017, 2018, and 2019, 2020 and 2021). Subject to Section 2(c), Performance-Based Restricted Stock Units will be immediately vested and settled in shares of Common Stock when performance has been reviewed and approved by the Compensation Committee of the Board of Directors of the Company.
|
b.
|
ROIC shall mean the Company’s Adjusted EBITDA divided by Invested Capital for and as of the applicable calendar year and is calculated using the Asset Based Approach. Adjusted EBITDA shall be determined on a basis consistent with the calculation of the Company’s Adjusted EBITDA as set forth in its Forms 10-K previously filed with the SEC, reduced by depreciation and amortization expense and taxes calculated based on the Company’s effective tax rate. Invested Capital is the Company’s year-end current assets, less cash and marketable securities, less current liabilities, plus short-term interest bearing debt, plus net PP&E, plus goodwill, intangibles and other long term assets.
|
(i)
|
Death, Disability or Approved Retirement
. The Performance-Based Restricted Stock Units are not subject to accelerated vesting upon termination of employment or service by reason of death, Disability or Approved Retirement.
|
(ii)
|
|
(iii)
|
Change of Control
. The Performance-Based Restricted Stock Units may be subject to accelerated vesting and settlement in connection with a Change of Control to the extent provided in Section 10 of the Plan.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Renewable Energy Group, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
August 4, 2017
|
|
|
|
|
|
|
|
|
|
/s/ Randolph L. Howard
|
|
|
Randolph L. Howard
|
|
|
Interim President and Chief Executive Officer
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Renewable Energy Group, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
August 4, 2017
|
|
|
|
|
|
|
|
|
|
/s/ Chad Stone
|
|
|
Chad Stone
|
|
|
Chief Financial Officer
|
|
|
|
Dated:
|
August 4, 2017
|
|
|
|
|
|
|
|
|
|
/s/ Randolph L. Howard
|
|
|
Randolph L. Howard
|
|
|
Interim President and Chief Executive Officer
|
|
|
|
Dated:
|
August 4, 2017
|
|
|
|
|
|
|
|
|
|
/s/ Chad Stone
|
|
|
Chad Stone
|
|
|
Chief Financial Officer
|
|
|
|