x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-4785427
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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416 South Bell Avenue, Ames, Iowa
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50010
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(Address of principal executive offices)
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(Zip Code)
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Title of each class:
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Name of each exchange on which registered:
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Common Stock, par value $.0001 per share
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NASDAQ Global Market
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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ITEM 16.
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•
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our financial performance, including revenues, cost of revenues and operating expenses;
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•
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government programs, policymaking and mandates relating to renewable fuels;
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•
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the availability, future price and volatility of feedstocks;
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•
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the future price and volatility of petroleum;
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•
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our liquidity and working capital requirements;
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•
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anticipated trends and challenges in our business and competition in the markets in which we operate;
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•
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our ability to successfully implement our acquisition strategy and integration strategy;
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•
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progressing facilities currently under development to the construction and operational stages, including planned capital expenditures and our ability to obtain financing for such construction;
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•
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our ability to protect proprietary technology and trade secrets;
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•
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the development of competing alternative fuels, energy services and renewable chemicals;
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•
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our risk management activities;
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•
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product performance, in cold weather or otherwise;
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•
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seasonal fluctuations in our business;
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•
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our current products as well as products we are developing;
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•
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critical accounting policies and estimates, the impact or anticipated impact of recent accounting pronouncements, guidance or changes in accounting principles and future recognition of impairments for the fair value of assets, including goodwill, financial instruments, intangible assets and other assets acquired; and
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•
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assumptions underlying or relating to any of the foregoing.
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ITEM 1.
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Business
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Property
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Nameplate
1
Production
Capacity
(mmgy)
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Effective Capacity
2
(mmgy)
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REG
Operations
Commenced
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Feedstock Capability
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Ralston, Iowa
3
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30
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30.0
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2002
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Refined Oils and Fats
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Albert Lea, Minnesota
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30
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42.4
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2005
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Crude, High FFA and Refined Oils and Fats
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Newton, Iowa
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30
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31.5
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2007
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Crude, High FFA and Refined
Oils and Fats
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Seabrook, Texas
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35
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35.0
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2008
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Refined Oils and Fats
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Danville, Illinois
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45
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46.1
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2009
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Crude, High FFA and Refined
Oils and Fats
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Seneca, Illinois
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60
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66.7
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2010
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Crude, High FFA and Refined
Oils and Fats
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New Boston, Texas
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15
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15.2
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2013
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Crude, High FFA and Refined
Oils and Fats
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Ellenwood, Georgia
4
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15
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n/a
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n/a
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N/A
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Mason City, Iowa
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30
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30.2
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2013
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Crude, High FFA and Refined
Oils and Fats
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Geismar, Louisiana
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75
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84.4
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2014
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Crude, High FFA and Refined
Oils and Fats
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Okeechobee, Florida
5
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n/a
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n/a
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2014
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n/a
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Grays Harbor, Washington
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100
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103.5
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2015
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Refined Oils and Fats
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Madison, Wisconsin
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20
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21.9
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2016
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Crude, High FFA and Refined
Oils and Fats
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Partially Constructed Facilities
6
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% Complete
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St. Rose, Louisiana (also known as New Orleans)
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60
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n/a
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~45%
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Crude, High FFA and Refined
Oils and Fats
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Emporia, Kansas
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60
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n/a
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~20%
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Crude, High FFA and Refined Oils and Fats
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Clovis, New Mexico
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15
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n/a
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~50%
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Crude, High FFA and Refined
Oils and Fats
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1
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The nameplate capacity listed above is based on original plant design.
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2
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Effective capacity represents the maximum average throughput that satisfies certain defined technical constraints.
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3
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Ralston's recent expansion, completed on March 6, 2018, increased the facility's nameplate capacity from 12 mmgy to 30 mmgy.
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4
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Idled by prior owner at time of our purchase and remains idled pending repairs or upgrades.
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5
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Okeechobee is a demo-scale microbial fermentation facility for the development and production of renewable chemicals, fuels and other products.
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6
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Clovis is currently being operated as a terminal. The carrying values of Emporia and New Orleans have been impaired due to the unlikelihood of these facilities being completed in the near term.
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Property
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Nameplate
Production
Capacity
1
(million gallons)
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Effective Capacity
2
(million gallons)
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REG
Operations
Commenced
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Feedstock Capability
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Emden, Germany
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27
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30.9
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2016
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Crude, High FFA and Refined
Oils and Fats
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Oeding, Germany
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23
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25.4
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2016
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Crude, High FFA and Refined
Oils and Fats
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1
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The nameplate capacity listed above is based on the output of the original plant design. In Germany, nameplate capacity can be based on input, which is 30 mmgy for Emden and 26 mmgy for Oeding or 185,000 metric tons for these two locations.
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2
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Effective capacity represents the maximum average throughput that satisfies certain defined technical constraints.
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Government
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Program description
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Illinois
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Illinois offers an exemption from the generally applicable 6.25% sales tax on fuel for biomass-based diesel blends that incentivizes blending at 11% biomass-based diesel, or B11, through December 31, 2023. Illinois’ program has made that state one of the largest biomass-based diesel markets in the country
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Iowa
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Iowa has had in place a retailer’s incentive for blended fuel which has been modified over time. For 2018 through 2024, retailers earn $0.035 per gallon of B5 - B10 and $0.055 per gallons for B11 and above. Iowa also has a biomass-based diesel production incentive that provides $0.02 per gallon of production capped after the first 25 million gallons per production plant. Iowa recently enacted an increase in its excise tax on fuel, which is three cents per gallon less for B11 or higher blends than the diesel fuel tax.
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Texas
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The biomass-based diesel portion of biomass-based diesel blends are exempt from state excise tax, which results in a $0.20 per gallon incentive for B100.
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Minnesota
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Minnesota law requires a B5 biodiesel blend throughout the entire year. In 2014, the law required the state to increase blends to a B10 blend in the summer months; current law requires the state to move to B20 for the summer months beginning May 2018.
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Oregon, Pennsylvania and Washington
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These states have all adopted legislation requiring biomass-based diesel blends beginning at B2 with incremental increases, provided certain feedstock or production minimums are met. In addition, Washington State has been in the process of developing legislation on a low carbon fuel programs.
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City of New York
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In October 2016, the City of New York adopted legislation requiring biomass-based diesel blends at a 5% rate for heating oil starting on October 1, 2017 and the blend level then moves to 10% in 2025, 15% in 2030 and 20% in 2034. Several northeast states, including Connecticut and Vermont, have adopted legislation requiring biomass-based diesel blends in home heating oil.
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Canada
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While a number of provinces in Canada have biofuel programs (British Columbia has an LCFS, Alberta has a usage requirement, Ontario has a usage requirement), the federal government is currently engaged in the rulemaking process on a nationwide Clean Fuel Standard, which may incorporate a number of carbon reducing policies.
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Date
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Events
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Description
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June 2008
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Houston facility
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We acquired our Houston facility from U.S. Biodiesel Group, Inc., or USBG, through a transaction which included an equity investment in us by USBG.
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February through April 2010
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Danville, Newton and Seneca facilities
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We acquired our Danville facility from Blackhawk Biofuels, LLC. We acquired our Newton Facility. We closed a transaction in which we agreed to lease and operate the Seneca facility and certain related assets.
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July 2010
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Tellurian Biodiesel, Inc. and American BDF, LLC
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We acquired certain assets of Tellurian Biodiesel, Inc., or Tellurian, and American BDF, LLC, or ABDF. Tellurian was a California-based biodiesel company and marketer. ABDF was a joint venture owned by Golden State Service Industries, Restaurant Technologies, Inc., or RTI, and Tellurian. The purchase connected RTI’s national used cooking oil collection system with our national network of biodiesel manufacturing facilities.
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September 2010
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Clovis facility
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We acquired the partially constructed Clovis facility.
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July 2011
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Albert Lea facility
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We acquired all the assets and certain liabilities of SoyMor cooperative and SoyMor Biodiesel, LLC.
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January 2012
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REG IPO
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We completed our initial public offering.
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January 2012
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Seneca facility
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We purchased our Seneca facility, which we previously operated under lease.
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October 2012
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New Boston facility
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We acquired a 15 mmgy nameplate biorefinery in New Boston from North Texas Bio Energy.
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November 2012
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Atlanta facility
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We acquired substantially all the assets of BullDog Biodiesel, LLC.
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July 2013
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Mason City facility
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We acquired a 30 mmgy nameplate capacity biodiesel facility located in Mason City, Iowa from Soy Energy, LLC.
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January 2014
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Life Sciences
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We acquired substantially all of the assets and liabilities of LS9, a development-stage company focused on the use of proprietary technologies to make renewable chemicals and other products.
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June 2014
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Renewable Diesel and Geismar facility
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We acquired substantially all the assets of Syntroleum, which consisted of a 50% limited liability company membership interest in Dynamic Fuels, a 75 mmgy renewable diesel production facility in Geismar, LA. Subsequently on June 6, 2014, we acquired the remaining 50% ownership interest in Dynamic Fuels from Tyson Foods.
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December 2014
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Europe investment
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We acquired 69% equity ownership in Petrotec AG from its majority shareholder. As of December 31, 2016, we owned approximately 91% of Petrotec's shares. On January 2, 2017, we completed the acquisition of the remaining minority interest in Petrotec and own 100% of the equity in Petrotec.
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August 2015
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Grays Harbor facility
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We acquired substantially all of the assets of Imperium Renewables, Inc., or Imperium, including a 100 mmgy nameplate biorefinery and terminal at the Port of Grays Harbor, Washington.
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March 2016
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Madison facility
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We acquired a 20 mmgy nameplate capacity biomass-based refinery in DeForest, Wisconsin from Sanimax Energy.
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ITEM 1A.
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Risk Factors
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•
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difficulty in integrating the operations and personnel of the acquired company;
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•
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difficulty in effectively integrating the acquired technologies, products or services with our current technologies, products or services;
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•
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demands on management related to the increase in our size after the acquisition;
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•
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the diversion of management’s attention from daily operations to the integration of acquired businesses and personnel;
|
•
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failure to achieve expected synergies and costs savings;
|
•
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difficulties in the assimilation and retention of employees;
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•
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difficulties in the assimilation of different cultures and practices, as well as in the assimilation of broad and geographically dispersed personnel and operations;
|
•
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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;
|
•
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incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;
|
•
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the need to fund significant working capital requirements of any acquired production facilities;
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•
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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;
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•
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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
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•
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incurring significant exit charges if products or services acquired in business combinations are unsuccessful.
|
•
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recruiting and retaining talented and capable management and employees in foreign countries;
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•
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challenges caused by distance, language and cultural differences;
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•
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protecting and enforcing our intellectual property rights;
|
•
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difficulties in the assimilation and retention of employees;
|
•
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the inability to extend proprietary rights in our technology into new jurisdictions;
|
•
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currency exchange rate fluctuations;
|
•
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general economic and political conditions in foreign jurisdictions;
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•
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foreign tax consequences;
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•
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foreign exchange controls or U.S. tax restrictions that might restrict or prevent us from repatriating income earned in countries outside the United States;
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•
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political, economic and social instability;
|
•
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higher costs associated with doing business internationally; and
|
•
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export or import regulations as well as trade and tariff restrictions.
|
•
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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;
|
•
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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;
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•
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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
|
•
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limit among other things, our ability to borrow additional funds.
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•
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actual or anticipated fluctuations in our financial condition and operating results;
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•
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changes in the performance or market valuations of other companies engaged in our industry;
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•
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issuance of new or updated research reports by securities or industry analysts;
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•
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changes in financial estimates by us or of securities or industry analysts;
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•
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investors’ general perception of us and the industry in which we operate;
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•
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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;
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•
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other regulatory developments in our industry affecting us, our customers or our competitors;
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•
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announcements of technological innovations by us or our competitors;
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•
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announcement or expectation of additional financing efforts, including sales or expected sales of additional common stock;
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•
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additions or departures of key management or other personnel;
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•
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litigation;
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•
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inadequate trading volume;
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•
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general market conditions in our industry; and
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•
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general economic and market conditions, including continued dislocations and downward pressure in the capital markets.
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•
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the right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of directors;
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•
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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;
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•
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the ability of the board of directors to alter our bylaws without obtaining stockholder approval;
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•
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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;
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•
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a classified board;
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•
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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
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•
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the elimination of the right of stockholders to call a special meeting of stockholders and to take action by written consent.
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ITEM 1B.
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Unresolved Staff Comments
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ITEM 2.
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Properties
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Location
|
|
Use
|
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Nameplate
Production
Capacity
(mmgy)
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Ralston, Iowa
#
|
|
Biomass-based diesel production
|
|
30
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Seabrook, Texas
|
|
Biomass-based diesel production
|
|
35
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Danville, Illinois
|
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Biomass-based diesel production
|
|
45
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Newton, Iowa
|
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Biomass-based diesel production
|
|
30
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Seneca, Illinois
|
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Biomass-based diesel production
|
|
60
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Albert Lea, Minnesota
|
|
Biomass-based diesel production
|
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30
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New Boston, Texas
|
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Biomass-based diesel production
|
|
15
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Ellenwood, Georgia
|
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Biomass-based diesel production
|
|
15
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Mason City, Iowa
|
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Biomass-based diesel production
|
|
30
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Geismar, Louisiana*
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Biomass-based diesel production
|
|
75
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Grays Harbor, Washington
|
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Biomass-based diesel production
|
|
100
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DeForest, Wisconsin
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Biomass-based diesel production
|
|
20
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Okeechobee, Florida
|
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Fermentation facility
|
|
N/A
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Location
|
|
Use
|
|
Nameplate
Production
Capacity
(mmgy)
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Emden, Germany
|
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Biomass-based diesel production
|
|
27
|
Oeding, Germany
|
|
Biomass-based diesel production
|
|
23
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Location
|
|
Use
|
|
Nameplate Production
Capacity
(mmgy)
|
|
Approximate
Completion
Level
|
St. Rose, Louisiana
|
|
Biomass-based diesel production
|
|
60
|
|
45%
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Emporia, Kansas
|
|
Biomass-based diesel production
|
|
60
|
|
20%
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Clovis, New Mexico
|
|
Biomass-based diesel production
|
|
15
|
|
50%
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ITEM 3.
|
Legal Proceedings
|
ITEM 4.
|
Mine Safety Disclosures
|
ITEM 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
2017
|
High
|
|
Low
|
||||
Fourth Quarter
|
$
|
12.55
|
|
|
$
|
10.45
|
|
Third Quarter
|
$
|
13.55
|
|
|
$
|
10.76
|
|
Second Quarter
|
$
|
13.05
|
|
|
$
|
9.82
|
|
First Quarter
|
$
|
10.50
|
|
|
$
|
8.25
|
|
|
|
|
|
||||
2016
|
High
|
|
Low
|
||||
Fourth Quarter
|
$
|
10.60
|
|
|
$
|
8.10
|
|
Third Quarter
|
$
|
9.90
|
|
|
$
|
7.90
|
|
Second Quarter
|
$
|
10.43
|
|
|
$
|
8.31
|
|
First Quarter
|
$
|
9.59
|
|
|
$
|
6.53
|
|
PLAN CATEGORY
|
NUMBER OF
SECURITIES
TO BE ISSUED
UPON
EXERCISE OF
OUTSTANDING
OPTIONS,
WARRANTS
AND RIGHTS
|
|
|
WEIGHTED
AVERAGE
EXERCISE
PRICE OF
OUTSTANDING
OPTIONS,
WARRANTS
AND RIGHTS
|
|
|
NUMBER OF
SECURITIES
REMAINING
AVAILABLE
FOR FUTURE
ISSUANCE
UNDER EQUITY
COMPENSATION
PLANS
|
||||
Equity compensation plans approved by stockholders
|
2,944,778
|
|
1
|
|
$
|
10.20
|
|
2
|
|
1,175,066
|
|
Equity compensation plans not approved by stockholders
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Total
|
2,944,778
|
|
|
|
$
|
10.20
|
|
|
|
1,175,066
|
|
1
|
Includes 888,391 shares underlying outstanding restricted stock units, 355,118 shares underlying outstanding performance restricted stock units, and 1,701,269 shares underlying outstanding stock appreciation rights.
|
2
|
Restricted stock units and performance restricted stock units do not have an exercise price and therefore have not been included in the calculation of weighted average exercise price.
|
|
01/19/2012
|
|
|
12/31/2012
|
|
|
12/31/2013
|
|
|
12/31/2014
|
|
|
12/31/2015
|
|
|
12/31/2016
|
|
|
12/31/2017
|
|
|||||||
REGI
|
$
|
100.00
|
|
|
$
|
58.60
|
|
|
$
|
114.60
|
|
|
$
|
97.10
|
|
|
$
|
92.50
|
|
|
$
|
97.00
|
|
|
$
|
104.50
|
|
Elements MLCX Biofuels ETN
|
100.00
|
|
|
108.00
|
|
|
93.44
|
|
|
84.57
|
|
|
72.32
|
|
|
73.77
|
|
|
79.56
|
|
|||||||
Russell 3000
|
100.00
|
|
|
109.17
|
|
|
142.96
|
|
|
157.50
|
|
|
155.58
|
|
|
171.77
|
|
|
180.78
|
|
ITEM 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017(1)
|
|
2016 (2)
|
|
2015 (3)
|
|
2014 (4)
|
|
2013
|
||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
2,158,243
|
|
|
$
|
2,041,232
|
|
|
$
|
1,387,344
|
|
|
$
|
1,273,831
|
|
|
$
|
1,498,138
|
|
Net income (loss) attributable to the company's common stockholders
|
(79,079
|
)
|
|
43,453
|
|
|
(151,392
|
)
|
|
81,620
|
|
|
165,254
|
|
|||||
Net income (loss) per share attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
(2.04
|
)
|
|
1.06
|
|
|
(3.44
|
)
|
|
2.00
|
|
|
5.00
|
|
|||||
Diluted
|
(2.04
|
)
|
|
1.06
|
|
|
(3.44
|
)
|
|
1.99
|
|
|
5.00
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet Data:
|
|
||||||||||||||||||
Total assets
|
$
|
1,005,596
|
|
|
$
|
1,136,603
|
|
|
$
|
1,223,620
|
|
|
$
|
1,367,736
|
|
|
$
|
740,855
|
|
Long-term debt
|
208,536
|
|
|
196,203
|
|
|
247,251
|
|
|
242,031
|
|
|
27,151
|
|
|||||
Redeemable preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,963
|
|
(1)
|
Includes the impact of the impairment of our New Orleans facility and the “H.R. 1”, formerly known as the “Tax Cuts and Jobs Act” signed into law on December 22, 2017 as further described in Note 2 and Note 11, respectively, of Item 8 - Financial Statements and Supplementary Data.
|
(2)
|
Includes issuance of the convertible senior notes on June 2, 2016 and impact of the impairment of our Emporia facility as further described in Note 10 and Note 2, respectively, of Item 8 - Financial Statements and Supplementary Data.
|
(3)
|
Includes the impact of goodwill impairment as further described in Note 2 of Item 8 - Financial Statements and Supplementary Data.
|
(4)
|
Includes the issuance of the convertible senior notes on June 3, 2014 as further described in Note 10 of Item 8 - Financial Statements and Supplementary Data.
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
the operations of the following biomass-based diesel production facilities:
|
•
|
a 30 mmgy nameplate biomass-based diesel production facility located in Ralston, Iowa;
|
•
|
a 35 mmgy nameplate biomass-based diesel production facility located near Houston, Texas;
|
•
|
a 45 mmgy nameplate biomass-based diesel production facility located in Danville, Illinois;
|
•
|
a 30 mmgy nameplate biomass-based diesel production facility located in Newton, Iowa;
|
•
|
a 60 mmgy nameplate biomass-based diesel production facility located in Seneca, Illinois;
|
•
|
a 30 mmgy nameplate biomass-based diesel production facility located near Albert Lea, Minnesota;
|
•
|
a 15 mmgy nameplate biomass-based diesel production facility located in New Boston, Texas;
|
•
|
a 30 mmgy nameplate biomass-based diesel production facility located in Mason City, Iowa;
|
•
|
a 75 mmgy nameplate renewable diesel production facility located in Geismar, Louisiana;
|
•
|
a 27 mmgy nameplate biomass-based diesel production facility located in Emden, Germany;
|
•
|
a 23 mmgy nameplate biomass-based diesel production facility located in Oeding, Germany;
|
•
|
a 100 mmgy nameplate biomass-based diesel production facility located in Grays Harbor, Washington; and
|
•
|
a 20 mmgy nameplate biodiesel production facility located in DeForest, Wisconsin.
|
•
|
purchases and resale of biomass-based diesel, petroleum-based diesel, Renewable Identification Numbers, or RINs, California 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 as well as other clean-tech companies; 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 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 since its acquisition in January 2014.
|
|
2015
|
2016
|
2017
|
2018
|
2019
|
Biomass-based diesel
|
1.73 billion gallons
|
1.90 billion gallons
|
2.00 billion gallons
|
2.10 billion gallons
|
2.10 billion gallons
|
|
2015
|
2016
|
2017
|
Biomass-based diesel volume produced or imported
|
1.81 billion gallons
|
2.60 billion gallons
|
2.50 billion gallons
|
(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 gallons).
|
(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
|
2015
|
|
1.81 billion gallons
|
|
1.73 billion gallons
|
2016
|
|
2.60 billion gallons
|
|
1.90 billion gallons
|
2017
|
|
2.50 billion gallons
|
|
2.00 billion gallons
|
•
|
sales of biodiesel and renewable diesel produced at our facilities, including RINs and LCFS credits, transportation, storage and insurance costs to the extent paid for by our customers;
|
•
|
revenues from our sale of biomass-based diesel and RINs produced by third parties through toll manufacturing arrangements with us;
|
•
|
resale of finished biomass-based diesel, RINs and LCFS credits acquired from third parties, and raw material feedstocks acquired from others;
|
•
|
revenues from our sale of petroleum-based heating oil and ultra-low sulfur diesel, or ULSD, acquired from third parties, along with the sale of these petroleum-based products further blended with biodiesel produced at our wholly owned facilities;
|
•
|
sales of glycerin, other co-products of the biomass-based diesel production process; and
|
•
|
incentive payments from federal and state governments, including the BTC, and from the USDA Advanced Biofuel Program.
|
•
|
fees received from operations management services that we provide for biomass-based diesel production facilities, typically based on production rates and profitability of the managed facility; and
|
•
|
amounts received for services performed by us in our role as general contractor and construction manager for upgrades and repairs to our biomass-based diesel production facilities.
|
•
|
collaborative research and development and other service revenue for research and development activities to continue to build out the technology platform; and
|
•
|
sales of renewable chemical products.
|
•
|
with respect to our production facilities, expenses incurred for feedstocks, catalysts and other chemicals used in the production process, leases, utilities, depreciation, salaries and other indirect expenses related to the production process, and, when required by our customers, transportation, storage and insurance;
|
•
|
with respect to biomass-based diesel acquired from third parties produced under toll manufacturing arrangements, expenses incurred for feedstocks, transportation, catalysts and other chemicals used in the production process and toll processing fees paid to the facility producing the biomass-based diesel;
|
•
|
with respect to finished goods and RINs acquired from third parties, the purchase price of biomass-based diesel and RINs on the spot market or under contract, and related expenses for transportation, storage, insurance, labor and other indirect expenses;
|
•
|
adjustments made to reflect the lower of cost or market values of our finished goods inventory, including RINs acquired from third parties;
|
•
|
expenses from the purchase of petroleum-based heating oil and ULSD acquired from third parties; and
|
•
|
changes during the applicable accounting period in the market value of derivative and hedging instruments, such as exchange traded contracts, related to feedstocks and commodity fuel products.
|
•
|
with respect to our facility management and operations activities, primarily salary expenses for the services of management employees for each facility and others who provide procurement, marketing and various administrative functions; and
|
•
|
with respect to our construction management services activities, primarily our payments to subcontractors constructing the production facility and providing the biomass-based diesel processing equipment, and, to a much lesser extent, salaries and related expenses for our employees involved in the construction process.
|
•
|
research and development activities specifically related to the collaborative research and development projects; and
|
•
|
with regards to our production of renewable chemical expenses incurred for feedstocks, catalysts and other chemicals used in the production process, leases, utilities, depreciation, salaries and other indirect expenses related to the production process, and, when required by our customers, transportation, storage and insurance.
|
•
|
the sale of biomass-based diesel, including RINs, LCFS credits, biomass-based diesel co-products and raw material feedstocks purchased by us or produced by us at owned manufacturing facilities, leased manufacturing facilities and manufacturing facilities with which we have tolling arrangements;
|
•
|
resale of finished biomass-based diesel, including RINs, LCFS credits and raw material feedstocks acquired from others;
|
•
|
revenues from our sale of petroleum-based heating oil and ultra-low sulfur diesel, or ULSD, acquired from third parties, along with the sale of these items further blended with biodiesel produced at our facilities or purchased from third parties;
|
•
|
fees received under toll manufacturing agreements with third parties;
|
•
|
fees received from federal and state incentive programs for renewable fuels;
|
•
|
fees received for the marketing and sales of biomass-based diesel produced by third parties; and
|
•
|
revenue from collaborative research and development and other service activities.
|
|
Twelve Months Ended
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Gallons sold
|
586.7
|
|
|
567.1
|
|
||
Average B100 price per gallon
|
$
|
3.06
|
|
|
$
|
3.17
|
|
|
|
|
|
||||
Revenues
|
$
|
2,158,243
|
|
|
$
|
2,041,232
|
|
Costs of goods sold
|
2,074,662
|
|
|
1,869,716
|
|
||
Gross profit
|
83,581
|
|
|
171,516
|
|
||
Selling, general and administrative expenses
|
93,425
|
|
|
88,285
|
|
||
Research and development expense
|
14,091
|
|
|
18,163
|
|
||
Impairment of property, plant and equipment
|
49,873
|
|
|
17,893
|
|
||
Income (loss) from operations
|
(73,808
|
)
|
|
47,175
|
|
||
Other income (expense), net
|
(35,761
|
)
|
|
1,806
|
|
||
Income tax benefit (expense)
|
30,490
|
|
|
(4,268
|
)
|
||
Net income (loss)
|
(79,079
|
)
|
|
44,713
|
|
||
Less—Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
386
|
|
||
Net income (loss) attributable to the Company
|
(79,079
|
)
|
|
44,327
|
|
||
Effects of participating share-based awards
|
—
|
|
|
(874
|
)
|
||
Net income (loss) attributable to the Company’s common stockholders
|
$
|
(79,079
|
)
|
|
$
|
43,453
|
|
|
Twelve Months Ended
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Gallons sold
|
567.1
|
|
|
374.7
|
|
||
Average B100 price per gallon
|
$
|
3.17
|
|
|
$
|
2.97
|
|
|
|
|
|
||||
Revenues
|
$
|
2,041,232
|
|
|
$
|
1,387,344
|
|
Costs of goods sold
|
1,869,716
|
|
|
1,276,801
|
|
||
Gross profit
|
171,516
|
|
|
110,543
|
|
||
Selling, general and administrative expenses
|
88,285
|
|
|
73,397
|
|
||
Research and development expense
|
18,163
|
|
|
16,851
|
|
||
Impairment of property, plant and equipment
|
17,893
|
|
|
—
|
|
||
Impairment of goodwill
|
—
|
|
|
175,028
|
|
||
Income (loss) from operations
|
47,175
|
|
|
(154,733
|
)
|
||
Other income (expense), net
|
1,806
|
|
|
(5,678
|
)
|
||
Income tax benefit (expense)
|
(4,268
|
)
|
|
8,701
|
|
||
Net income (loss)
|
44,713
|
|
|
(151,710
|
)
|
||
Less---Net income (loss) attributable to noncontrolling interest
|
386
|
|
|
(318
|
)
|
||
Net income (loss) attributable to the Company
|
44,327
|
|
|
(151,392
|
)
|
||
Effects of participating share-based awards
|
(874
|
)
|
|
—
|
|
||
Net income (loss) attributable to the Company’s common stockholders
|
$
|
43,453
|
|
|
$
|
(151,392
|
)
|
($ in thousands, except for per share amounts)
|
1Q-2017
|
|
|
2Q-2017
|
|
|
3Q-2017
|
|
|
4Q-2017
|
|
|
Year ended December 31, 2017
|
|
1Q-2016
|
|
|
2Q-2016
|
|
|
3Q-2016
|
|
|
4Q-2016
|
|
|
Year ended December 31, 2016
|
||||||||||||
Net income (loss) attributable to the Company
|
$
|
(15,914
|
)
|
|
$
|
(34,809
|
)
|
|
$
|
(11,373
|
)
|
|
$
|
(16,983
|
)
|
|
$
|
(79,079
|
)
|
|
$
|
(6,918
|
)
|
|
$
|
7,606
|
|
|
$
|
23,442
|
|
|
$
|
20,197
|
|
|
$
|
44,327
|
|
Gain on involuntary conversion
|
—
|
|
|
—
|
|
|
(942
|
)
|
|
(4,387
|
)
|
|
(5,329
|
)
|
|
(3,543
|
)
|
|
(997
|
)
|
|
(3,470
|
)
|
|
(1,884
|
)
|
|
(9,894
|
)
|
||||||||||
Change in fair value of convertible debt conversion liability
|
172
|
|
|
32,546
|
|
|
(8,560
|
)
|
|
(5,325
|
)
|
|
18,833
|
|
|
—
|
|
|
(13,432
|
)
|
|
(3,013
|
)
|
|
3,400
|
|
|
(13,045
|
)
|
||||||||||
Change in fair value of contingent considerations
|
589
|
|
|
(24
|
)
|
|
1,433
|
|
|
486
|
|
|
2,484
|
|
|
(15
|
)
|
|
3,571
|
|
|
1,124
|
|
|
3,224
|
|
|
7,904
|
|
||||||||||
Loss on the Geismar lease termination
|
—
|
|
|
3,967
|
|
|
—
|
|
|
—
|
|
|
3,967
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Other (income) expense, net
|
320
|
|
|
(32
|
)
|
|
(12
|
)
|
|
742
|
|
|
1,018
|
|
|
88
|
|
|
(2,306
|
)
|
|
314
|
|
|
(854
|
)
|
|
(2,758
|
)
|
||||||||||
Impairment of assets
|
—
|
|
|
1,341
|
|
|
—
|
|
|
48,532
|
|
|
49,873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,893
|
|
|
17,893
|
|
||||||||||
Straight-line lease expense
|
(32
|
)
|
|
(85
|
)
|
|
(85
|
)
|
|
(35
|
)
|
|
(237
|
)
|
|
(94
|
)
|
|
(80
|
)
|
|
(73
|
)
|
|
(38
|
)
|
|
(285
|
)
|
||||||||||
Executive severance payment
|
—
|
|
|
—
|
|
|
2,420
|
|
|
991
|
|
|
3,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Non-cash stock compensation
|
1,308
|
|
|
1,688
|
|
|
2,023
|
|
|
1,890
|
|
|
6,909
|
|
|
1,076
|
|
|
858
|
|
|
2,133
|
|
|
1,829
|
|
|
5,896
|
|
||||||||||
Biodiesel tax credit
|
36,728
|
|
|
59,365
|
|
|
56,505
|
|
|
52,338
|
|
|
204,936
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjusted net income (loss) attributable to the Company
|
$
|
23,171
|
|
|
$
|
63,957
|
|
|
$
|
41,409
|
|
|
$
|
78,249
|
|
|
$
|
206,786
|
|
|
$
|
(9,406
|
)
|
|
$
|
(4,780
|
)
|
|
$
|
20,457
|
|
|
$
|
43,767
|
|
|
$
|
50,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Net income (loss) per share attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Diluted
|
$
|
(0.41
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(2.04
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
0.18
|
|
|
$
|
0.59
|
|
|
$
|
0.51
|
|
|
$
|
1.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Adjusted net income (loss) per share attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Diluted
|
$
|
0.59
|
|
|
$
|
1.61
|
|
|
$
|
1.04
|
|
|
$
|
1.97
|
|
|
$
|
5.21
|
|
|
$
|
(0.21
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
0.52
|
|
|
$
|
1.00
|
|
|
$
|
1.20
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||||||||||||
|
1Q-2017
|
|
2Q-2017
|
|
3Q-2017
|
|
4Q-2017
|
|
2017
|
|
1Q-2016
|
|
2Q-2016
|
|
3Q-2016
|
|
4Q-2016
|
|
2016
|
||||||||||||||||||||
Net income (loss)
|
$
|
(15,914
|
)
|
|
$
|
(34,809
|
)
|
|
$
|
(11,373
|
)
|
|
$
|
(16,983
|
)
|
|
$
|
(79,079
|
)
|
|
$
|
(6,888
|
)
|
|
$
|
7,714
|
|
|
$
|
23,505
|
|
|
$
|
20,382
|
|
|
$
|
44,713
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Interest expense
|
4,536
|
|
|
4,479
|
|
|
4,725
|
|
|
5,015
|
|
|
18,755
|
|
|
3,311
|
|
|
3,738
|
|
|
4,487
|
|
|
4,451
|
|
|
15,987
|
|
||||||||||
Income tax (benefit) expense
|
1,075
|
|
|
1,960
|
|
|
(115
|
)
|
|
(33,410
|
)
|
|
(30,490
|
)
|
|
728
|
|
|
1,296
|
|
|
(1,203
|
)
|
|
3,447
|
|
|
4,268
|
|
||||||||||
Depreciation
|
8,423
|
|
|
8,523
|
|
|
8,639
|
|
|
8,698
|
|
|
34,283
|
|
|
7,674
|
|
|
7,824
|
|
|
7,949
|
|
|
8,378
|
|
|
31,825
|
|
||||||||||
Amortization
|
127
|
|
|
149
|
|
|
307
|
|
|
305
|
|
|
888
|
|
|
(140
|
)
|
|
(134
|
)
|
|
(129
|
)
|
|
46
|
|
|
(357
|
)
|
||||||||||
EBITDA
|
(1,753
|
)
|
|
(19,698
|
)
|
|
2,183
|
|
|
(36,375
|
)
|
|
(55,643
|
)
|
|
4,685
|
|
|
20,438
|
|
|
34,609
|
|
|
36,704
|
|
|
96,436
|
|
||||||||||
Gain on involuntary conversion
|
—
|
|
|
—
|
|
|
(942
|
)
|
|
(4,387
|
)
|
|
(5,329
|
)
|
|
(3,543
|
)
|
|
(997
|
)
|
|
(3,470
|
)
|
|
(1,884
|
)
|
|
(9,894
|
)
|
||||||||||
Change in fair value of convertible debt conversion liability
|
172
|
|
|
32,546
|
|
|
(8,560
|
)
|
|
(5,325
|
)
|
|
18,833
|
|
|
—
|
|
|
(13,432
|
)
|
|
(3,013
|
)
|
|
3,400
|
|
|
(13,045
|
)
|
||||||||||
Change in fair value of contingent consideration
|
589
|
|
|
(24
|
)
|
|
1,433
|
|
|
486
|
|
|
2,484
|
|
|
(15
|
)
|
|
3,571
|
|
|
1,124
|
|
|
3,224
|
|
|
7,904
|
|
||||||||||
Other income (expense), net
|
320
|
|
|
(32
|
)
|
|
(12
|
)
|
|
742
|
|
|
1,018
|
|
|
88
|
|
|
(2,306
|
)
|
|
314
|
|
|
(854
|
)
|
|
(2,758
|
)
|
||||||||||
Impairment of assets
(1)
|
—
|
|
|
1,341
|
|
|
—
|
|
|
48,532
|
|
|
49,873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,893
|
|
|
17,893
|
|
||||||||||
Loss on the Geismar lease termination
|
—
|
|
|
3,967
|
|
|
—
|
|
|
—
|
|
|
3,967
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Straight-line lease expense
|
(32
|
)
|
|
(85
|
)
|
|
(85
|
)
|
|
(35
|
)
|
|
(237
|
)
|
|
(94
|
)
|
|
(80
|
)
|
|
(73
|
)
|
|
(38
|
)
|
|
(285
|
)
|
||||||||||
Executive severance
|
—
|
|
|
—
|
|
|
2,420
|
|
|
991
|
|
|
3,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Non-cash stock compensation
|
1,308
|
|
|
1,688
|
|
|
2,023
|
|
|
1,890
|
|
|
6,909
|
|
|
1,076
|
|
|
858
|
|
|
2,133
|
|
|
1,829
|
|
|
5,896
|
|
||||||||||
Biodiesel tax credit
(2)
|
36,728
|
|
|
59,365
|
|
|
56,505
|
|
|
52,338
|
|
|
204,936
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjusted EBITDA
|
$
|
37,332
|
|
|
$
|
79,068
|
|
|
$
|
54,965
|
|
|
$
|
58,857
|
|
|
$
|
230,222
|
|
|
$
|
2,197
|
|
|
$
|
8,052
|
|
|
$
|
31,624
|
|
|
$
|
60,274
|
|
|
$
|
102,147
|
|
(1)
|
Represents the impairment charge to write down the carrying value of certain assets, mostly attributed to the Company's New Orleans and Emporia facilities for the years ended December 31, 2017 and 2016, respectively, to remaining salvage values.
|
(2)
|
On February 9, 2016, the H.R.1892 was signed into law, which, among other things, reinstated the BTC for the 2017 calendar year. The retroactive credit for 2017 resulted in a net benefit to us that will be recognized in our financial statements for the quarter ending March 31, 2018 for GAAP purposes. However because this credit relates to the 2017 operating performance and results, we have allocated the net benefit to each of the four quarters of 2017 based upon gallons sold .
|
•
|
Adjusted EBITDA does not reflect our cash expenditures or the impact of certain cash clauses 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 our industry, may calculate these measures differently than we do, limiting their usefulness as a comparative measure.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
4.00% Convertible Senior Notes, $152,000 face amount, due in June 2036
|
$
|
116.3
|
|
|
$
|
113.4
|
|
2.75% Convertible Senior Notes, $73,838 face amount, due in June 2019
|
69.9
|
|
|
67.3
|
|
||
REG Danville term loan
|
11.5
|
|
|
8.2
|
|
||
REG Newton term loan
|
8.2
|
|
|
13.1
|
|
||
REG Mason City term loan
|
1.2
|
|
|
2.7
|
|
||
REG Ralston term loan
|
6.2
|
|
|
—
|
|
||
REG Ames term loans
|
—
|
|
|
3.6
|
|
||
REG Grays Harbor term loan
|
7.9
|
|
|
9.3
|
|
||
REG Capital term loan
|
7.4
|
|
|
—
|
|
||
Other
|
—
|
|
|
0.3
|
|
||
Total term debt before debt issuance costs
|
$
|
228.6
|
|
|
$
|
217.9
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Total revolving loans (current)
|
$
|
65.5
|
|
|
$
|
52.8
|
|
Maximum remaining available to be borrowed under revolving lines of credit
|
$
|
60.8
|
|
|
$
|
100.2
|
|
|
Year Ended
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Net cash flows provided from operating activities
|
$
|
15,597
|
|
|
$
|
75,303
|
|
|
$
|
80,160
|
|
Net cash flows used in investing activities
|
(59,870
|
)
|
|
(63,765
|
)
|
|
(67,922
|
)
|
|||
Net cash flows provided from (used in) financing activities
|
4,042
|
|
|
58,174
|
|
|
(27,274
|
)
|
|||
Net change in cash and cash equivalents
|
(40,231
|
)
|
|
69,712
|
|
|
(15,036
|
)
|
|||
Cash and cash equivalents, end of period
|
$
|
77,627
|
|
|
$
|
116,210
|
|
|
$
|
47,081
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year
|
|
Years 1-3
|
|
Years
4-5
|
|
More Than
5 Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Long-Term Debt
(1)
|
$
|
275,105
|
|
|
$
|
20,906
|
|
|
$
|
101,642
|
|
|
$
|
6,031
|
|
|
$
|
146,526
|
|
Contingent Consideration
(2)
|
34,393
|
|
|
25,545
|
|
|
8,848
|
|
|
—
|
|
|
—
|
|
|||||
Operating Lease Obligations
(3)
|
66,510
|
|
|
17,032
|
|
|
32,473
|
|
|
3,696
|
|
|
13,309
|
|
|||||
Purchase Obligations
(4)
|
23,844
|
|
|
4,049
|
|
|
7,045
|
|
|
5,952
|
|
|
6,798
|
|
|||||
Other Obligations
(5)
|
1,771
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
401,623
|
|
|
$
|
67,532
|
|
|
$
|
150,008
|
|
|
$
|
15,679
|
|
|
$
|
166,633
|
|
(1)
|
See Note 10 of Item 8 for additional detail. Includes fixed interest associated with these obligations. The majority of the years 1-3 obligation will happen in year 2 (2019).
|
(2)
|
Represents contingent consideration relating to our acquisitions of LS9 and Syntroleum/Dynamic Fuels. See Note 4 of Item 8 for additional detail.
|
(3)
|
Operating lease obligations consist of leases of distribution terminals, biomass-based diesel storage facilities, railcars and vehicles.
|
(4)
|
Purchase obligations for our production facilities.
|
(5)
|
Includes a $1.7 million of liability for unrecognized tax benefits as the timing and amounts of cash payments are uncertain (the amounts have not been classified by period).
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
2017
Volume (in millions) |
|
Units
|
|
Hypothetical
Adverse Change in Price |
|
Impact on Annual
Gross Profit (in millions) |
|
Percentage
Change in Gross Profit |
|||||
Total Biomass-based Diesel
|
587.1
|
|
|
gallons
|
|
10
|
%
|
|
$
|
(179.7
|
)
|
|
(213.9
|
)%
|
Total Lower Cost Feedstocks
|
2,405.9
|
|
|
pounds
|
|
10
|
%
|
|
$
|
(70.1
|
)
|
|
(83.5
|
)%
|
Total Canola Oil
|
619.7
|
|
|
pounds
|
|
10
|
%
|
|
$
|
(21.1
|
)
|
|
(25.1
|
)%
|
Total Soy Oil
|
273.6
|
|
|
pounds
|
|
10
|
%
|
|
$
|
(9.1
|
)
|
|
(10.8
|
)%
|
ITEM 8.
|
Financial Statements and Supplementary Data
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
77,627
|
|
|
$
|
116,210
|
|
Accounts receivable, net
|
90,648
|
|
|
164,949
|
|
||
Inventories
|
135,547
|
|
|
145,408
|
|
||
Prepaid expenses and other assets
|
51,880
|
|
|
36,272
|
|
||
Total current assets
|
355,702
|
|
|
462,839
|
|
||
Property, plant and equipment, net
|
587,397
|
|
|
599,474
|
|
||
Goodwill
|
16,080
|
|
|
16,080
|
|
||
Intangible assets, net
|
27,127
|
|
|
29,470
|
|
||
Investments
|
12,250
|
|
|
12,110
|
|
||
Other assets
|
7,040
|
|
|
12,630
|
|
||
Restricted cash
|
—
|
|
|
4,000
|
|
||
TOTAL ASSETS
|
$
|
1,005,596
|
|
|
$
|
1,136,603
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Revolving lines of credit
|
$
|
65,525
|
|
|
$
|
52,844
|
|
Current maturities of long-term debt
|
13,397
|
|
|
15,402
|
|
||
Accounts payable
|
84,608
|
|
|
99,137
|
|
||
Accrued expenses and other liabilities
|
39,187
|
|
|
38,916
|
|
||
Deferred revenue
|
2,218
|
|
|
27,246
|
|
||
Total current liabilities
|
204,935
|
|
|
233,545
|
|
||
Unfavorable lease obligation
|
3,388
|
|
|
15,515
|
|
||
Deferred income taxes
|
8,192
|
|
|
20,279
|
|
||
Long-term contingent consideration for acquisitions
|
8,849
|
|
|
28,931
|
|
||
Convertible debt conversion liability
|
—
|
|
|
27,100
|
|
||
Long-term debt (net of debt issuance costs of $6,627 and $6,286, respectively)
|
208,536
|
|
|
196,203
|
|
||
Other liabilities
|
4,114
|
|
|
4,856
|
|
||
Total liabilities
|
438,014
|
|
|
526,429
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 18)
|
|
|
|
||||
EQUITY:
|
|
|
|
||||
Common stock ($.0001 par value; 300,000,000 shares authorized; 38,837,749 and 38,553,413 shares outstanding, respectively)
|
5
|
|
|
5
|
|
||
Common stock—additional paid-in-capital
|
515,452
|
|
|
480,906
|
|
||
Retained earnings
|
134,928
|
|
|
214,007
|
|
||
Accumulated other comprehensive income (loss)
|
278
|
|
|
(5,751
|
)
|
||
Treasury stock (9,363,166 and 9,246,002 shares, respectively)
|
(83,081
|
)
|
|
(81,824
|
)
|
||
Total equity attributable to the Company's shareholders
|
567,582
|
|
|
607,343
|
|
||
Noncontrolling interest
|
—
|
|
|
2,831
|
|
||
Total equity
|
567,582
|
|
|
610,174
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
1,005,596
|
|
|
$
|
1,136,603
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Biomass-based diesel sales
|
$
|
1,787,308
|
|
|
$
|
1,417,595
|
|
|
$
|
954,742
|
|
Separated RIN sales
|
337,501
|
|
|
274,800
|
|
|
186,539
|
|
|||
Biomass-based diesel government incentives
|
28,728
|
|
|
346,672
|
|
|
245,868
|
|
|||
|
2,153,537
|
|
|
2,039,067
|
|
|
1,387,149
|
|
|||
Other revenues
|
4,706
|
|
|
2,165
|
|
|
195
|
|
|||
|
2,158,243
|
|
|
2,041,232
|
|
|
1,387,344
|
|
|||
COSTS OF GOODS SOLD:
|
|
|
|
|
|
||||||
Biomass-based diesel
|
1,805,410
|
|
|
1,616,991
|
|
|
1,093,979
|
|
|||
Separated RINs
|
264,765
|
|
|
250,809
|
|
|
182,688
|
|
|||
Other costs of goods sold
|
4,487
|
|
|
1,916
|
|
|
134
|
|
|||
|
2,074,662
|
|
|
1,869,716
|
|
|
1,276,801
|
|
|||
GROSS PROFIT
|
83,581
|
|
|
171,516
|
|
|
110,543
|
|
|||
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
|
93,425
|
|
|
88,285
|
|
|
73,397
|
|
|||
RESEARCH AND DEVELOPMENT EXPENSE
|
14,091
|
|
|
18,163
|
|
|
16,851
|
|
|||
IMPAIRMENT OF PROPERTY, PLANT, AND EQUIPMENT
|
49,873
|
|
|
17,893
|
|
|
—
|
|
|||
IMPAIRMENT OF GOODWILL
|
—
|
|
|
—
|
|
|
175,028
|
|
|||
INCOME (LOSS) FROM OPERATIONS
|
(73,808
|
)
|
|
47,175
|
|
|
(154,733
|
)
|
|||
OTHER INCOME (EXPENSE), NET:
|
|
|
|
|
|
||||||
Change in fair value of contingent consideration
|
(2,484
|
)
|
|
(7,904
|
)
|
|
359
|
|
|||
Change in fair value of convertible debt conversion liability
|
(18,833
|
)
|
|
13,045
|
|
|
—
|
|
|||
Gain on debt extinguishment
|
—
|
|
|
2,331
|
|
|
—
|
|
|||
Gain on involuntary conversion
|
5,329
|
|
|
9,894
|
|
|
—
|
|
|||
Other income (expense)
|
(1,018
|
)
|
|
427
|
|
|
5,830
|
|
|||
Interest expense
|
(18,755
|
)
|
|
(15,987
|
)
|
|
(11,867
|
)
|
|||
|
(35,761
|
)
|
|
1,806
|
|
|
(5,678
|
)
|
|||
INCOME (LOSS) BEFORE INCOME TAXES
|
(109,569
|
)
|
|
48,981
|
|
|
(160,411
|
)
|
|||
INCOME TAX BENEFIT (EXPENSE)
|
30,490
|
|
|
(4,268
|
)
|
|
8,701
|
|
|||
NET INCOME (LOSS)
|
(79,079
|
)
|
|
44,713
|
|
|
(151,710
|
)
|
|||
LESS—NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST
|
—
|
|
|
386
|
|
|
(318
|
)
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
|
(79,079
|
)
|
|
44,327
|
|
|
(151,392
|
)
|
|||
LESS—EFFECT OF PARTICIPATING SHARE-BASED AWARDS
|
—
|
|
|
(874
|
)
|
|
—
|
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY’S COMMON STOCKHOLDERS
|
$
|
(79,079
|
)
|
|
$
|
43,453
|
|
|
$
|
(151,392
|
)
|
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
(2.04
|
)
|
|
$
|
1.06
|
|
|
$
|
(3.44
|
)
|
Diluted
|
$
|
(2.04
|
)
|
|
$
|
1.06
|
|
|
$
|
(3.44
|
)
|
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
38,731,015
|
|
|
40,897,549
|
|
|
43,958,803
|
|
|||
Diluted
|
38,731,015
|
|
|
40,902,860
|
|
|
43,958,803
|
|
|||
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
$
|
(79,079
|
)
|
|
$
|
44,713
|
|
|
$
|
(151,710
|
)
|
Foreign currency translation adjustments
|
6,029
|
|
|
(1,848
|
)
|
|
(5,022
|
)
|
|||
Other comprehensive income (loss)
|
6,029
|
|
|
(1,848
|
)
|
|
(5,022
|
)
|
|||
Comprehensive income (loss)
|
(73,050
|
)
|
|
42,865
|
|
|
(156,732
|
)
|
|||
Less
—
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
(106
|
)
|
|
(1,013
|
)
|
|||
Comprehensive income (loss) attributable to the Company
|
$
|
(73,050
|
)
|
|
$
|
42,971
|
|
|
$
|
(155,719
|
)
|
|
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, 2015
|
44,422,881
|
|
|
$
|
4
|
|
|
$
|
453,109
|
|
|
$
|
321,083
|
|
|
$
|
(11
|
)
|
|
$
|
(4,412
|
)
|
|
$
|
8,889
|
|
|
$
|
778,662
|
|
Issuance of common stock
|
37,966
|
|
|
—
|
|
|
412
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
412
|
|
|||||||
Issuance of common stock in acquisitions
|
1,675,000
|
|
|
—
|
|
|
15,310
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,310
|
|
|||||||
Conversion of restricted stock units to common stock (net of 92,608 shares of treasury stock purchased)
|
295,089
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(854
|
)
|
|
—
|
|
|
(854
|
)
|
|||||||
Treasury stock activity
|
(2,593,222
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,473
|
)
|
|
—
|
|
|
(23,473
|
)
|
|||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,828
|
)
|
|
(4,828
|
)
|
|||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
5,161
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,161
|
|
|||||||
Comprehensive loss items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,998
|
)
|
|
—
|
|
|
(1,013
|
)
|
|
(5,011
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(151,392
|
)
|
|
—
|
|
|
—
|
|
|
(318
|
)
|
|
(151,710
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
375
|
|
|
(11
|
)
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
341
|
|
|||||||
BALANCE, December 31, 2015
|
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
|
|
|
4,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,051
|
|
|||||||
Conversion of restricted stock units to common stock (net of 69,307 shares of treasury stock purchased)
|
180,049
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(767
|
)
|
|
—
|
|
|
(767
|
)
|
|||||||
Partial termination of capped call options (inclusive of tax impact of $116)
|
—
|
|
|
—
|
|
|
1,863
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,863
|
|
|||||||
Convertible debt extinguishment impact (net of tax impact of $2,144)
|
—
|
|
|
—
|
|
|
(5,560
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,560
|
)
|
|||||||
Treasury stock purchases
|
(5,998,323
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,295
|
)
|
|
—
|
|
|
(52,295
|
)
|
|||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
|
(179
|
)
|
|||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
5,896
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,896
|
|
|||||||
Comprehensive loss items
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(1,742
|
)
|
|
—
|
|
|
(106
|
)
|
|
(1,874
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
44,327
|
|
|
—
|
|
|
—
|
|
|
386
|
|
|
44,713
|
|
|||||||
BALANCE, December 31, 2016
|
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 71,112 shares of treasury stock purchased)
|
210,611
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(872
|
)
|
|
—
|
|
|
(872
|
)
|
|||||||
Settlement of stock appreciation rights in common stock (net of 35,955 shares of treasury stock purchased)
|
73,725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(385
|
)
|
|
—
|
|
|
(385
|
)
|
|||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
(271
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,831
|
)
|
|
(3,102
|
)
|
|||||||
Impact of 2036 Senior Notes conversion liability reclassification, net of tax impact of $18,025
|
—
|
|
|
—
|
|
|
27,908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,908
|
|
|||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
6,909
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,909
|
|
|||||||
Comprehensive income items
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,029
|
|
|
—
|
|
|
—
|
|
|
6,029
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,079
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,079
|
)
|
|||||||
BALANCE, December 31, 2017
|
38,837,749
|
|
|
$
|
5
|
|
|
$
|
515,452
|
|
|
$
|
134,928
|
|
|
$
|
278
|
|
|
$
|
(83,081
|
)
|
|
$
|
—
|
|
|
$
|
567,582
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(79,079
|
)
|
|
$
|
44,713
|
|
|
$
|
(151,710
|
)
|
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation expense
|
34,283
|
|
|
31,825
|
|
|
24,997
|
|
|||
Amortization expense of assets and liabilities, net
|
2,653
|
|
|
1,052
|
|
|
570
|
|
|||
Accretion of asset retirement obligations
|
62
|
|
|
78
|
|
|
72
|
|
|||
Accretion of convertible note discount
|
5,413
|
|
|
5,147
|
|
|
4,699
|
|
|||
Accretion of marketable securities
|
—
|
|
|
—
|
|
|
189
|
|
|||
Impairment of property, plant and equipment, net
|
49,873
|
|
|
17,893
|
|
|
—
|
|
|||
Provision for doubtful accounts
|
139
|
|
|
630
|
|
|
(803
|
)
|
|||
Stock compensation expense
|
6,909
|
|
|
5,896
|
|
|
5,161
|
|
|||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
175,028
|
|
|||
Impairment of investment
|
—
|
|
|
—
|
|
|
1,915
|
|
|||
Deferred tax expense (benefits)
|
(30,088
|
)
|
|
3,009
|
|
|
(8,953
|
)
|
|||
Change in fair value of contingent consideration
|
2,484
|
|
|
7,904
|
|
|
(359
|
)
|
|||
Gain on involuntary conversion
|
(5,329
|
)
|
|
(9,894
|
)
|
|
—
|
|
|||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
(5,358
|
)
|
|||
Change in fair value of convertible debt conversion liability
|
18,833
|
|
|
(13,045
|
)
|
|
—
|
|
|||
Gain on debt extinguishment
|
—
|
|
|
(2,331
|
)
|
|
—
|
|
|||
Other
|
247
|
|
|
(70
|
)
|
|
(231
|
)
|
|||
Changes in asset and liabilities, net of effects from mergers and acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
74,609
|
|
|
145,068
|
|
|
(20,309
|
)
|
|||
Inventories
|
12,029
|
|
|
(58,551
|
)
|
|
29,631
|
|
|||
Prepaid expenses and other assets
|
(12,840
|
)
|
|
(5,566
|
)
|
|
16,315
|
|
|||
Accounts payable
|
(20,198
|
)
|
|
(133,139
|
)
|
|
32,422
|
|
|||
Accrued expenses and other liabilities
|
(19,375
|
)
|
|
7,771
|
|
|
(6,769
|
)
|
|||
Deferred revenue
|
(25,028
|
)
|
|
26,913
|
|
|
(16,347
|
)
|
|||
Net cash flows provided from operating activities
|
15,597
|
|
|
75,303
|
|
|
80,160
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Cash paid for marketable securities
|
—
|
|
|
—
|
|
|
(52,435
|
)
|
|||
Cash receipts from marketable securities
|
—
|
|
|
—
|
|
|
68,979
|
|
|||
Cash paid for purchase of property, plant and equipment
|
(67,572
|
)
|
|
(60,705
|
)
|
|
(64,477
|
)
|
|||
Insurance proceeds for asset impairments
|
8,000
|
|
|
10,949
|
|
|
11,027
|
|
|||
Transfer into restricted cash
|
—
|
|
|
—
|
|
|
(4,000
|
)
|
|||
Transfer out of restricted cash
|
4,000
|
|
|
1,960
|
|
|
15,845
|
|
|||
Cash paid for investments
|
(816
|
)
|
|
(3,249
|
)
|
|
(1,452
|
)
|
|||
Cash paid for acquisitions and additional interests, net of cash acquired
|
(3,482
|
)
|
|
(12,720
|
)
|
|
(41,409
|
)
|
|||
Net cash flows used in investing activities
|
(59,870
|
)
|
|
(63,765
|
)
|
|
(67,922
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Net borrowings on line of credit
|
8,025
|
|
|
26,445
|
|
|
6,470
|
|
|||
Borrowing on other lines of credit
|
8,812
|
|
|
10,185
|
|
|
—
|
|
|||
Repayments on other lines of credits
|
(4,442
|
)
|
|
(2,437
|
)
|
|
—
|
|
|||
Cash received for issuance of debt
|
23,575
|
|
|
11,775
|
|
|
104
|
|
|||
Cash received on convertible debt
|
—
|
|
|
152,000
|
|
|
—
|
|
|||
Cash paid on debt
|
(14,950
|
)
|
|
(74,562
|
)
|
|
(6,708
|
)
|
|||
Cash paid for debt issuance costs
|
(1,062
|
)
|
|
(6,369
|
)
|
|
(542
|
)
|
|||
Cash received on partial termination of capped call options
|
—
|
|
|
159
|
|
|
—
|
|
|||
Cash paid for treasury stock
|
—
|
|
|
(51,474
|
)
|
|
(24,350
|
)
|
|||
Cash paid for contingent consideration
|
(14,659
|
)
|
|
(7,548
|
)
|
|
(2,248
|
)
|
|||
Cash paid for conversion of restricted stock units and stock appreciation rights
|
(1,257
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash flows provided from (used in) financing activities
|
4,042
|
|
|
58,174
|
|
|
(27,274
|
)
|
|||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(40,231
|
)
|
|
69,712
|
|
|
(15,036
|
)
|
|||
CASH AND CASH EQUIVALENTS, Beginning of period
|
116,210
|
|
|
47,081
|
|
|
63,516
|
|
|||
Effect of exchange rate changes on cash
|
1,648
|
|
|
(583
|
)
|
|
$
|
(1,399
|
)
|
||
CASH AND CASH EQUIVALENTS, End of period
|
$
|
77,627
|
|
|
$
|
116,210
|
|
|
$
|
47,081
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
|
|
|
|
|
|
||||||
Cash paid (received) for income taxes
|
$
|
252
|
|
|
$
|
410
|
|
|
$
|
(189
|
)
|
Cash paid for interest
|
$
|
11,637
|
|
|
$
|
9,920
|
|
|
$
|
6,947
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Common stock repurchased included in accrued expenses and other liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
464
|
|
Amounts included in period-end accounts payable for:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
$
|
7,688
|
|
|
$
|
3,833
|
|
|
$
|
7,734
|
|
Issuance costs
|
$
|
29
|
|
|
$
|
250
|
|
|
$
|
84
|
|
Incentive common stock liability for supply agreement
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
316
|
|
Issuance of common stock for acquisitions
|
$
|
—
|
|
|
$
|
4,050
|
|
|
$
|
15,310
|
|
Contingent consideration for acquisitions
|
$
|
—
|
|
|
$
|
4,500
|
|
|
$
|
5,000
|
|
Debt assumed in acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,225
|
|
Release of restricted cash to pay off the GOZone Bonds
|
$
|
—
|
|
|
$
|
101,315
|
|
|
$
|
—
|
|
Repayment of GOZone Bonds
|
$
|
—
|
|
|
$
|
100,000
|
|
|
$
|
—
|
|
Non-cash transfer of line of credit to long-term debt
|
$
|
—
|
|
|
$
|
4,498
|
|
|
$
|
—
|
|
Non-cash allocation of proceeds from the 2036 Convertible Notes issuance to convertible debt conversion liability
|
$
|
—
|
|
|
$
|
40,145
|
|
|
$
|
—
|
|
Non-cash allocation of purchase price between debt and equity related to the repurchase of the 2019 Convertible Notes
|
$
|
—
|
|
|
$
|
7,387
|
|
|
$
|
—
|
|
Non-cash reclassification of the 2036 Convertible Notes conversion liability to additional paid in capital, net of tax impact of $18,025
|
$
|
27,908
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash share repurchases from partial capped call termination
|
$
|
—
|
|
|
$
|
1,588
|
|
|
$
|
—
|
|
Accruals of insurance proceeds related to impairment of property, plant and equipment
|
$
|
—
|
|
|
$
|
313
|
|
|
$
|
1,414
|
|
See "Note 4 - Acquisitions" for noncash items related to the acquisition transactions.
|
|||||||||||
|
|
|
|
|
|
Balance, January 1, 2015
|
$
|
2,273
|
|
Amount charged to selling, general and administrative expenses
|
(803
|
)
|
|
Charge-offs, net of recoveries
|
(119
|
)
|
|
Balance, December 31, 2015
|
1,351
|
|
|
Amount charged to selling, general and administrative expenses
|
630
|
|
|
Charge-offs, net of recoveries
|
(106
|
)
|
|
Balance, December 31, 2016
|
1,875
|
|
|
Amount charged to selling, general and administrative expenses
|
139
|
|
|
Charge-offs, net of recoveries
|
(779
|
)
|
|
Balance, December 31, 2017
|
$
|
1,235
|
|
Automobiles and trucks
|
5 years
|
Computers and office equipment
|
5 years
|
Office furniture and fixtures
|
7 years
|
Machinery and equipment
|
5-30 years
|
Leasehold improvements
|
the lesser of the lease term or 30 years
|
Buildings and improvements
|
30-40 years
|
•
|
the sale of biomass-based diesel and its co-products, as well as Renewable Identification Numbers (RINs), California Low Carbon Fuel Standard credits (LCFS credits) and raw material feedstocks, purchased or produced by the Company at owned manufacturing facilities and manufacturing facilities with which the Company has tolling arrangements;
|
•
|
the resale of biomass-based diesel, RINs, LCFS credits and raw material feedstocks acquired from third parties;
|
•
|
the sale of petroleum-based heating oil and diesel fuel acquired from third parties, along with the sale of these items further blended with biodiesel produced at wholly owned facilities;
|
•
|
incentives received from federal and state programs for renewable fuels; and
|
•
|
fees received for the marketing and sales of biomass-based diesel produced by third parties and from managing operations of third party facilities.
|
|
2017
|
|
2016
|
|
2015
|
||||||
Customer A
|
$
|
182,236
|
|
|
$
|
144,849
|
|
|
$
|
114,030
|
|
|
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
|
|
|
Year ended December 31, 2017
|
|
Year ended December 31, 2016
|
|
Year ended December 31, 2015
|
||||||
Revenues
|
$
|
2,158,243
|
|
|
$
|
2,049,658
|
|
|
$
|
1,406,580
|
|
Net income (loss) attributable to the Company's common stockholders
|
(79,079
|
)
|
|
43,453
|
|
|
(157,524
|
)
|
|||
Basic net income (loss) per share attributable to common stockholders
|
$(2.04)
|
|
$1.06
|
|
$(3.50)
|
|
2017
|
|
2016
|
||||
Raw materials
|
$
|
39,975
|
|
|
$
|
34,560
|
|
Work in process
|
3,523
|
|
|
3,775
|
|
||
Finished goods
|
92,049
|
|
|
107,073
|
|
||
Total
|
$
|
135,547
|
|
|
$
|
145,408
|
|
|
2017
|
|
2016
|
||||
Land
|
$
|
10,480
|
|
|
$
|
5,412
|
|
Building and improvements
|
140,261
|
|
|
134,398
|
|
||
Leasehold improvements
|
10,806
|
|
|
10,520
|
|
||
Machinery and equipment
|
534,991
|
|
|
511,461
|
|
||
|
696,538
|
|
|
661,791
|
|
||
Accumulated depreciation
|
(175,531
|
)
|
|
(138,372
|
)
|
||
|
521,007
|
|
|
523,419
|
|
||
Construction in process
|
66,390
|
|
|
76,055
|
|
||
Total
|
$
|
587,397
|
|
|
$
|
599,474
|
|
|
December 31, 2017
|
||||||||||||
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life
|
||||||
Raw material supply agreement
|
$
|
6,230
|
|
|
$
|
(2,408
|
)
|
|
$
|
3,822
|
|
|
8.0 years
|
Renewable diesel technology
|
8,300
|
|
|
(1,983
|
)
|
|
6,317
|
|
|
11.5 years
|
|||
Acquired customer relationships
|
2,900
|
|
|
(686
|
)
|
|
2,214
|
|
|
7.6 years
|
|||
Ground lease
|
200
|
|
|
(141
|
)
|
|
59
|
|
|
3.9 years
|
|||
In-process research and development
|
15,956
|
|
|
(1,241
|
)
|
|
14,715
|
|
|
13.8 years
|
|||
Total intangible assets
|
$
|
33,586
|
|
|
$
|
(6,459
|
)
|
|
$
|
27,127
|
|
|
|
|
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 diesel technology
|
8,300
|
|
|
(1,429
|
)
|
|
6,871
|
|
|
12.5 years
|
|||
Acquired customer relationships
|
2,900
|
|
|
(396
|
)
|
|
2,504
|
|
|
8.6 years
|
|||
Ground lease
|
200
|
|
|
(127
|
)
|
|
73
|
|
|
4.9 years
|
|||
In-process research and development
|
15,956
|
|
|
(177
|
)
|
|
15,779
|
|
|
14.8 years
|
|||
Total intangible assets
|
$
|
33,586
|
|
|
$
|
(4,116
|
)
|
|
$
|
29,470
|
|
|
|
2018
|
$
|
2,425
|
|
2019
|
2,433
|
|
|
2020
|
2,440
|
|
|
2021
|
2,447
|
|
|
2022
|
2,441
|
|
|
Thereafter
|
14,941
|
|
|
Total
|
$
|
27,127
|
|
|
2017
|
|
2016
|
||||
Commodity derivatives and related collateral, net
|
$
|
1,610
|
|
|
$
|
7,127
|
|
Prepaid expenses
|
11,733
|
|
|
10,665
|
|
||
Deposits
|
2,899
|
|
|
2,897
|
|
||
RIN inventory
|
27,028
|
|
|
9,398
|
|
||
Taxes receivable
|
6,356
|
|
|
4,539
|
|
||
Other
|
2,254
|
|
|
1,646
|
|
||
Total
|
$
|
51,880
|
|
|
$
|
36,272
|
|
|
2017
|
|
2016
|
||||
Spare parts inventory
|
$
|
2,764
|
|
|
$
|
3,532
|
|
Catalysts
|
2,962
|
|
|
4,479
|
|
||
Deposits
|
381
|
|
|
2,392
|
|
||
Other
|
933
|
|
|
2,227
|
|
||
Total
|
$
|
7,040
|
|
|
$
|
12,630
|
|
|
2017
|
|
2016
|
||||
Accrued property taxes
|
$
|
1,353
|
|
|
$
|
1,518
|
|
Accrued employee compensation
|
8,172
|
|
|
15,005
|
|
||
Accrued interest
|
590
|
|
|
537
|
|
||
Contingent consideration, current portion
|
25,545
|
|
|
17,637
|
|
||
Unfavorable lease obligation, current portion
|
1,129
|
|
|
1,828
|
|
||
Excise tax payable
|
1,046
|
|
|
1,603
|
|
||
Income tax payable
|
455
|
|
|
—
|
|
||
Other
|
897
|
|
|
788
|
|
||
Total
|
$
|
39,187
|
|
|
$
|
38,916
|
|
|
2017
|
|
2016
|
||||
Severance payable
|
$
|
603
|
|
|
$
|
—
|
|
Straight-line lease liability
|
1,801
|
|
|
2,421
|
|
||
Asset retirement obligations
|
593
|
|
|
1,140
|
|
||
Other
|
1,117
|
|
|
1,295
|
|
||
Total
|
$
|
4,114
|
|
|
$
|
4,856
|
|
|
2017
|
|
2016
|
||||
4.00% Convertible Senior Notes, $152,000 face amount, due in June 2036
|
$
|
116,255
|
|
|
$
|
113,446
|
|
2.75% Convertible Senior Notes, $73,838 face amount, due in June 2019
|
69,859
|
|
|
67,254
|
|
||
REG Danville term loan, secured, variable interest rate of LIBOR plus 4%, due in July 2022
|
11,460
|
|
|
8,163
|
|
||
REG Newton term loan, secured, variable interest rate of LIBOR plus 4%, due in December 2018
|
8,189
|
|
|
13,063
|
|
||
REG Mason City term loan, fixed interest rate of 5%, due in July 2019
|
1,153
|
|
|
2,659
|
|
||
REG Ralston term loan, fixed interest rate of 5%, due in October 2025
|
6,183
|
|
|
—
|
|
||
REG Ames term loans, secured, fixed interest rates of 3.5% and 4.25%, due in January 2018 and December 2019, respectively
|
—
|
|
|
3,565
|
|
||
REG Grays Harbor term loan, variable interest of minimum 3.5% or Prime Rate plus 0.25%, due in May 2022
|
7,882
|
|
|
9,273
|
|
||
REG Capital term loan, fixed interest rate of 3.99%, due in January 2028
|
7,400
|
|
|
—
|
|
||
Other
|
179
|
|
|
468
|
|
||
Total debt before debt issuance costs
|
228,560
|
|
|
217,891
|
|
||
Less: Current portion of long-term debt
|
13,397
|
|
|
15,402
|
|
||
Less: Debt issuance costs (net of accumulated amortization of $3,510 and $2,396, respectively)
|
6,627
|
|
|
6,286
|
|
||
Total long-term debt
|
$
|
208,536
|
|
|
$
|
196,203
|
|
|
2017
|
|
2016
|
||||
Total revolving loans (current)
|
$
|
65,525
|
|
|
$
|
52,844
|
|
Maximum remaining available to be borrowed under revolving lines of credit
|
$
|
60,839
|
|
|
$
|
100,237
|
|
2018
|
$
|
13,397
|
|
2019
|
76,856
|
|
|
2020
|
6,824
|
|
|
2021
|
5,613
|
|
|
2022
|
3,548
|
|
|
Thereafter
|
122,322
|
|
|
Total term debt
|
228,560
|
|
|
Less: current portion
|
13,397
|
|
|
Total long-term debt
|
$
|
215,163
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current income tax benefit (expense)
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
(45
|
)
|
|
94
|
|
|
—
|
|
|||
Foreign
|
421
|
|
|
(1,036
|
)
|
|
(225
|
)
|
|||
|
376
|
|
|
(942
|
)
|
|
(225
|
)
|
|||
Deferred income tax benefit (expense)
|
|
|
|
|
|
||||||
Federal
|
22,619
|
|
|
2,113
|
|
|
24,151
|
|
|||
State
|
10,282
|
|
|
6,936
|
|
|
9,736
|
|
|||
Foreign
|
2,674
|
|
|
(2,560
|
)
|
|
1,035
|
|
|||
Change in enacted tax rates
|
(123,289
|
)
|
|
—
|
|
|
—
|
|
|||
Net operating loss carryforwards created
|
17,466
|
|
|
105,165
|
|
|
88,110
|
|
|||
|
(70,248
|
)
|
|
111,654
|
|
|
123,032
|
|
|||
Income tax benefit (expense) before valuation allowances
|
(69,872
|
)
|
|
110,712
|
|
|
122,807
|
|
|||
Deferred tax valuation allowances
|
100,362
|
|
|
(114,980
|
)
|
|
(114,106
|
)
|
|||
Income tax benefit (expense)
|
$
|
30,490
|
|
|
$
|
(4,268
|
)
|
|
$
|
8,701
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
U.S. Federal income tax expense at a statutory rate of 35 percent
|
$
|
38,349
|
|
|
$
|
(17,143
|
)
|
|
$
|
56,144
|
|
State taxes, net of federal income tax benefit
|
8,160
|
|
|
11,442
|
|
|
12,777
|
|
|||
Tax position on government incentives
|
9,402
|
|
|
117,630
|
|
|
85,423
|
|
|||
Change in enacted tax rates
|
(123,289
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment tax impact
|
—
|
|
|
2,876
|
|
|
(35,062
|
)
|
|||
Bargain purchase gain
|
—
|
|
|
—
|
|
|
1,875
|
|
|||
Foreign net operating loss expiration
|
—
|
|
|
(2,383
|
)
|
|
—
|
|
|||
Other
|
(2,494
|
)
|
|
(1,710
|
)
|
|
1,650
|
|
|||
Total (expense) benefits for income taxes before valuation allowances
|
(69,872
|
)
|
|
110,712
|
|
|
122,807
|
|
|||
Valuation allowances
|
100,362
|
|
|
(114,980
|
)
|
|
(114,106
|
)
|
|||
Total benefit (expense) for income taxes
|
$
|
30,490
|
|
|
$
|
(4,268
|
)
|
|
$
|
8,701
|
|
|
2017
|
|
2016
|
||||
Deferred Tax Assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
249,371
|
|
|
$
|
346,768
|
|
Goodwill
|
26,448
|
|
|
42,082
|
|
||
Capitalized research and development
|
9,788
|
|
|
11,394
|
|
||
Stock-based compensation
|
3,924
|
|
|
5,853
|
|
||
Risk management unrealized gain (loss)
|
1,879
|
|
|
874
|
|
||
Tax credit carryforwards
|
1,597
|
|
|
1,597
|
|
||
Accrued compensation
|
1,062
|
|
|
4,419
|
|
||
Inventory capitalization
|
1,491
|
|
|
3,227
|
|
||
Other
|
2,945
|
|
|
6,623
|
|
||
Deferred tax assets
|
298,505
|
|
|
422,837
|
|
||
Deferred Tax Liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(27,314
|
)
|
|
(61,431
|
)
|
||
Convertible debt
|
(9,889
|
)
|
|
(5,797
|
)
|
||
Intangibles
|
(2,195
|
)
|
|
(3,591
|
)
|
||
Prepaid expenses
|
(1,393
|
)
|
|
(1,724
|
)
|
||
Deferred revenue
|
—
|
|
|
(3,454
|
)
|
||
Other
|
(544
|
)
|
|
(2,084
|
)
|
||
Deferred tax liabilities
|
(41,335
|
)
|
|
(78,081
|
)
|
||
Net deferred tax assets (liabilities)
|
257,170
|
|
|
344,756
|
|
||
Valuation allowance
|
(265,362
|
)
|
|
(365,035
|
)
|
||
Net deferred tax liabilities
|
$
|
(8,192
|
)
|
|
$
|
(20,279
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning of year balance
|
$
|
365,035
|
|
|
$
|
250,164
|
|
|
$
|
136,547
|
|
Changes in valuation allowance charged to income
|
36,639
|
|
|
114,980
|
|
|
114,106
|
|
|||
Change in enacted tax rates
|
(137,001
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation
|
689
|
|
|
(109
|
)
|
|
(773
|
)
|
|||
Acquisition
|
—
|
|
|
—
|
|
|
284
|
|
|||
End of year balance
|
$
|
265,362
|
|
|
$
|
365,035
|
|
|
$
|
250,164
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning of year balance
|
$
|
1,900
|
|
|
$
|
1,900
|
|
|
$
|
1,900
|
|
Decreases to tax positions taken during prior years
|
(129
|
)
|
|
—
|
|
|
—
|
|
|||
End of year balance
|
$
|
1,771
|
|
|
$
|
1,900
|
|
|
$
|
1,900
|
|
|
Number of
Awards
|
|
Weighted
Average Issue
Price
|
|||
Awards outstanding - January 1, 2015
|
616,394
|
|
|
|
$15.00
|
|
Issued
|
339,280
|
|
|
|
$9.34
|
|
Vested and restriction lapsed
|
(295,089
|
)
|
|
|
$9.36
|
|
Forfeited
|
(22,687
|
)
|
|
|
$10.56
|
|
Awards outstanding - December 31, 2015
|
637,898
|
|
|
|
$12.87
|
|
Issued
|
504,647
|
|
|
|
$9.07
|
|
Vested and restriction lapsed
|
(249,356
|
)
|
|
|
$9.77
|
|
Forfeited
|
(33,938
|
)
|
|
|
$8.15
|
|
Awards outstanding - December 31, 2016
|
859,251
|
|
|
|
$11.73
|
|
Issued
|
360,741
|
|
|
|
$11.91
|
|
Vested and restriction lapsed
|
(204,198
|
)
|
|
|
$11.05
|
|
Forfeited
|
(127,403
|
)
|
|
|
$10.04
|
|
Awards outstanding - December 31, 2017
|
888,391
|
|
|
|
$12.12
|
|
|
Number of Awards
|
|
Weighted Average Issue Price
|
|||
Awards outstanding -January 1, 2015
|
—
|
|
|
$
|
—
|
|
Issued
|
59,623
|
|
|
$
|
9.40
|
|
Vested and restriction lapsed
|
—
|
|
|
$
|
—
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Awards outstanding - December 31, 2015
|
59,623
|
|
|
$
|
9.40
|
|
Issued
|
175,217
|
|
|
$
|
9.06
|
|
Vested and restriction lapsed
|
—
|
|
|
$
|
—
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Awards outstanding - December 31, 2016
|
234,840
|
|
|
$
|
9.15
|
|
Issued
|
270,765
|
|
|
$
|
11.79
|
|
Vested and restriction lapsed
|
(87,622
|
)
|
|
$
|
11.75
|
|
Forfeited
|
(62,865
|
)
|
|
$
|
9.48
|
|
Awards outstanding - December 31, 2017
|
355,118
|
|
|
$
|
10.46
|
|
|
Number of
SAR’s
|
|
Weighted Average
Exercise
Price
|
|
Weighted
Average
Contractual
Term
|
|||
SAR's outstanding - January 1, 2015
|
1,809,302
|
|
|
|
$10.63
|
|
|
|
Granted
|
655,855
|
|
|
|
$9.47
|
|
|
|
Exercised
|
(14,470
|
)
|
|
|
$9.21
|
|
|
|
Forfeited
|
(54,561
|
)
|
|
|
$10.30
|
|
|
|
SAR's outstanding - December 31, 2015
|
2,396,126
|
|
|
|
$10.33
|
|
|
7.6 years
|
Granted
|
176,824
|
|
|
|
$8.80
|
|
|
|
Exercised
|
(8,003
|
)
|
|
|
$8.57
|
|
|
|
Forfeited
|
(56,932
|
)
|
|
|
$10.75
|
|
|
|
SAR's outstanding - December 31, 2016
|
2,508,015
|
|
|
|
$10.22
|
|
|
6.7 years
|
Granted
|
—
|
|
|
|
|
|
|
|
Exercised
|
(700,765
|
)
|
|
|
$10.36
|
|
|
|
Forfeited
|
(105,981
|
)
|
|
|
$9.66
|
|
|
|
SAR's outstanding - December 31, 2017
|
1,701,269
|
|
|
|
$10.20
|
|
|
5.7 years
|
SAR's exercisable - December 31, 2017
|
1,247,161
|
|
|
|
$10.34
|
|
|
5.7 years
|
SAR's expected to vest - December 31, 2017
|
863,626
|
|
|
|
$10.40
|
|
|
5.7 years
|
|
2017
|
|
2016
|
|
2015
|
The weighted average fair value of stock appreciation rights issued (per unit)
|
$2.79 - $3.74
|
|
$2.79 - $3.74
|
|
$3.33 - $3.90
|
Dividend yield
|
—%
|
|
—%
|
|
—%
|
Weighted average risk-free interest rate
|
1.1% - 1.4%
|
|
1.1% - 1.4%
|
|
1.4% - 1.6%
|
Weighted average expected volatility
|
40%
|
|
40%
|
|
40%
|
Expected life in years
|
6.25
|
|
6.25
|
|
6.25
|
|
Total
Payments
|
||
2018
|
$
|
17,032
|
|
2019
|
14,243
|
|
|
2020
|
9,330
|
|
|
2021
|
8,900
|
|
|
2022
|
2,052
|
|
|
Thereafter
|
14,953
|
|
|
Total minimum payments
|
$
|
66,510
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Gross amounts of commodity derivative contracts recognized at fair value
|
$
|
812
|
|
|
$
|
8,001
|
|
|
$
|
1,272
|
|
|
$
|
3,511
|
|
Cash collateral
|
8,799
|
|
|
—
|
|
|
9,366
|
|
|
—
|
|
||||
Total gross amount recognized
|
9,611
|
|
|
8,001
|
|
|
10,638
|
|
|
3,511
|
|
||||
Gross amounts offset
|
(8,001
|
)
|
|
(8,001
|
)
|
|
(3,511
|
)
|
|
(3,511
|
)
|
||||
Net amount reported in the Consolidated Balance Sheets
|
$
|
1,610
|
|
|
$
|
—
|
|
|
$
|
7,127
|
|
|
$
|
—
|
|
|
Location of Gain (Loss)
Recognized in income |
|
2017
|
|
2016
|
|
2015
|
||||||
Commodity derivatives
|
Cost of goods sold – Biomass-based diesel
|
|
$
|
(23,437
|
)
|
|
$
|
(35,386
|
)
|
|
$
|
35,983
|
|
•
|
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 December 31, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Commodity contract derivatives
|
$
|
(7,189
|
)
|
|
$
|
(3,742
|
)
|
|
$
|
(3,447
|
)
|
|
$
|
—
|
|
Contingent consideration for acquisitions
|
$
|
(34,393
|
)
|
|
—
|
|
|
—
|
|
|
(34,393
|
)
|
|||
|
$
|
(41,582
|
)
|
|
$
|
(3,742
|
)
|
|
$
|
(3,447
|
)
|
|
$
|
(34,393
|
)
|
|
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 consideration 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
|
2,484
|
|
|
7,904
|
|
||
Settlements
|
(14,659
|
)
|
|
(7,548
|
)
|
||
Balance at end of period, December 31
|
$
|
34,393
|
|
|
$
|
46,568
|
|
|
2017
|
|
2016
|
||||||||||||
|
Asset (Liability)
Carrying Amount
|
|
Estimated Fair Value
|
|
Asset (Liability)
Carrying Amount
|
|
Estimated Fair Value
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
Debt and lines of credit
|
$
|
(294,085
|
)
|
|
$
|
(273,983
|
)
|
|
$
|
(270,735
|
)
|
|
$
|
(264,267
|
)
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Options to purchase common stock
|
—
|
|
|
43,513
|
|
|
87,026
|
|
Stock appreciation rights
|
622,633
|
|
|
2,422,716
|
|
|
2,072,130
|
|
2019 Convertible notes
|
5,567,112
|
|
|
7,895,675
|
|
|
10,838,218
|
|
2036 Convertible notes
|
14,106,725
|
|
|
8,209,651
|
|
|
—
|
|
Total
|
20,296,470
|
|
|
18,571,555
|
|
|
12,997,374
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss) attributable to the Company's common stockholders - Basic
|
$
|
(79,079
|
)
|
|
$
|
43,453
|
|
|
$
|
(151,392
|
)
|
Plus (less): effect of participating securities
|
—
|
|
|
874
|
|
|
—
|
|
|||
Net income (loss) attributable to common stockholders
|
(79,079
|
)
|
|
44,327
|
|
|
(151,392
|
)
|
|||
Less: effect of participating securities
|
—
|
|
|
(874
|
)
|
|
—
|
|
|||
Net income (loss) attributable to the Company's common stockholders - Diluted
|
$
|
(79,079
|
)
|
|
$
|
43,453
|
|
|
$
|
(151,392
|
)
|
Shares:
|
|
|
|
|
|
||||||
Weighted-average shares outstanding - Basic
|
38,731,015
|
|
|
40,897,549
|
|
|
43,958,803
|
|
|||
Adjustment to reflect stock appreciation right conversions
|
—
|
|
|
5,311
|
|
|
—
|
|
|||
Weighted-average shares outstanding - Diluted
|
38,731,015
|
|
|
40,902,860
|
|
|
43,958,803
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) per share attributable to common stockholders - Diluted
|
$
|
(2.04
|
)
|
|
$
|
1.06
|
|
|
$
|
(3.44
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Biomass-based Diesel (includes REG Germany's net sales of $171,175, $171,358, and $145,039, respectively)
|
$
|
2,039,982
|
|
|
$
|
1,952,361
|
|
|
$
|
1,326,452
|
|
Services
|
103,215
|
|
|
87,014
|
|
|
102,731
|
|
|||
Renewable Chemicals
|
4,531
|
|
|
2,065
|
|
|
—
|
|
|||
Corporate and other
|
212,557
|
|
|
106,572
|
|
|
68,984
|
|
|||
Intersegment revenues
|
(202,042
|
)
|
|
(106,780
|
)
|
|
(110,823
|
)
|
|||
|
$
|
2,158,243
|
|
|
$
|
2,041,232
|
|
|
$
|
1,387,344
|
|
Income (loss) before income taxes
|
|
|
|
|
|
||||||
Biomass-based diesel (includes REG Germany's income (loss) of ($7,544), $5,007, and $(1,643), respectively)
|
$
|
(63,925
|
)
|
|
$
|
64,814
|
|
|
$
|
(100,152
|
)
|
Services
|
2,899
|
|
|
2,970
|
|
|
6,323
|
|
|||
Renewable Chemicals
|
(19,326
|
)
|
|
(19,787
|
)
|
|
(52,728
|
)
|
|||
Corporate and other
|
(29,217
|
)
|
|
984
|
|
|
(13,854
|
)
|
|||
|
$
|
(109,569
|
)
|
|
$
|
48,981
|
|
|
$
|
(160,411
|
)
|
Depreciation and amortization expense, net:
|
|
|
|
|
|
||||||
Biomass-based diesel (includes REG Germany's amounts of $2,990, $2,849, and $3,259, respectively)
|
$
|
31,011
|
|
|
$
|
29,018
|
|
|
$
|
22,799
|
|
Services
|
1,092
|
|
|
613
|
|
|
302
|
|
|||
Renewable Chemicals
|
2,666
|
|
|
1,550
|
|
|
1,413
|
|
|||
Corporate and other
|
2,167
|
|
|
1,696
|
|
|
1,362
|
|
|||
|
$
|
36,936
|
|
|
$
|
32,877
|
|
|
$
|
25,876
|
|
Cash paid for purchases of property, plant and equipment:
|
|
|
|
|
|
||||||
Biomass-based diesel (includes REG Germany's amounts of $3,241, $1,353, and $1,816, respectively)
|
$
|
60,734
|
|
|
$
|
52,952
|
|
|
$
|
59,859
|
|
Services
|
3,826
|
|
|
4,731
|
|
|
1,510
|
|
|||
Renewable Chemicals
|
14
|
|
|
473
|
|
|
672
|
|
|||
Corporate and other
|
2,998
|
|
|
2,549
|
|
|
2,436
|
|
|||
|
$
|
67,572
|
|
|
$
|
60,705
|
|
|
$
|
64,477
|
|
|
2017
|
|
2016
|
||||
Goodwill:
|
|
|
|
||||
Biomass-based diesel
|
$
|
—
|
|
|
$
|
—
|
|
Services
|
16,080
|
|
|
16,080
|
|
||
Renewable Chemicals
|
—
|
|
|
—
|
|
||
|
$
|
16,080
|
|
|
$
|
16,080
|
|
Assets:
|
|
|
|
||||
Biomass-based diesel (including REG Germany's assets of $55,761 and $51,822)
|
$
|
898,180
|
|
|
$
|
1,026,349
|
|
Services
|
55,581
|
|
|
53,823
|
|
||
Renewable Chemicals
|
21,168
|
|
|
22,883
|
|
||
Corporate and other
|
386,590
|
|
|
299,825
|
|
||
Intersegment eliminations
|
(355,923
|
)
|
|
(266,277
|
)
|
||
|
$
|
1,005,596
|
|
|
$
|
1,136,603
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||
Net sales:
|
|
|
|
|
|
|||||||
United States
|
$
|
1,961,303
|
|
|
$
|
1,869,874
|
|
|
$
|
1,242,305
|
|
|
Germany
|
171,175
|
|
|
171,358
|
|
—
|
|
145,039
|
|
|||
Other Foreign
|
25,765
|
|
|
—
|
|
|
—
|
|
||||
Total Foreign
|
196,940
|
|
|
171,358
|
|
|
145,039
|
|
||||
|
$
|
2,158,243
|
|
|
$
|
2,041,232
|
|
|
$
|
1,387,344
|
|
2018
|
$
|
3,784
|
|
2019
|
3,748
|
|
|
2020
|
3,297
|
|
|
2021
|
2,976
|
|
|
2022
|
2,976
|
|
|
Thereafter
|
6,798
|
|
|
Total
|
$
|
23,579
|
|
|
Three Months
Ended March 31, 2017 |
|
Three Months
Ended June 30, 2017 |
|
Three Months
Ended September 30, 2017 |
|
Three Months
Ended December 31, 2017 |
||||||||
Revenues
|
$
|
418,893
|
|
|
$
|
535,103
|
|
|
$
|
626,983
|
|
|
$
|
577,264
|
|
Gross profit (loss)
|
17,283
|
|
|
31,454
|
|
|
14,795
|
|
|
20,049
|
|
||||
Selling, general, and administrative expenses including research and development expense
|
26,505
|
|
|
25,993
|
|
|
29,639
|
|
|
25,379
|
|
||||
Impairment of property, plant and equipment
|
—
|
|
|
1,341
|
|
|
—
|
|
|
48,532
|
|
||||
Net income (loss) from operations
|
(9,222
|
)
|
|
4,120
|
|
|
(14,844
|
)
|
|
(53,862
|
)
|
||||
Other income (expense), net
|
(5,617
|
)
|
|
(36,969
|
)
|
|
3,356
|
|
|
3,469
|
|
||||
Net income (loss) attributable to the Company
|
(15,914
|
)
|
|
(34,809
|
)
|
|
(11,373
|
)
|
|
(16,983
|
)
|
||||
Net income (loss) per share attributable to common stockholders - basic
|
(0.41
|
)
|
|
(0.90
|
)
|
|
(0.29
|
)
|
|
(0.44
|
)
|
||||
Net income (loss) per share attributable to common stockholders - diluted
|
(0.41
|
)
|
|
(0.90
|
)
|
|
(0.29
|
)
|
|
(0.44
|
)
|
|
Three Months
Ended March 31, 2016 |
|
Three Months
Ended June 30, 2016 |
|
Three Months
Ended September 30, 2016 |
|
Three Months
Ended December 31, 2016 |
||||||||
Revenues
|
$
|
297,870
|
|
|
$
|
558,301
|
|
|
$
|
624,640
|
|
|
$
|
560,421
|
|
Gross profit (loss)
|
17,384
|
|
|
24,862
|
|
|
47,350
|
|
|
81,920
|
|
||||
Selling, general, and administrative expenses including research and development expense
|
23,703
|
|
|
25,277
|
|
|
25,604
|
|
|
31,864
|
|
||||
Impairment of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
17,893
|
|
||||
Net income (loss) from operations
|
(6,319
|
)
|
|
(415
|
)
|
|
21,746
|
|
|
32,163
|
|
||||
Other income (expense), net
|
159
|
|
|
7,432
|
|
|
558
|
|
|
(6,343
|
)
|
||||
Net income (loss) attributable to the Company
|
(6,918
|
)
|
|
7,606
|
|
|
23,442
|
|
|
20,197
|
|
||||
Net income (loss) per share attributable to common stockholders - basic
|
(0.16
|
)
|
|
0.18
|
|
|
0.59
|
|
|
0.51
|
|
||||
Net income (loss) per share attributable to common stockholders - diluted
|
(0.14
|
)
|
|
0.18
|
|
|
0.59
|
|
|
0.51
|
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
ITEM 9A.
|
Controls and Procedures
|
ITEM 9B.
|
Other Information
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance
|
ITEM 11.
|
Executive Compensation
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
ITEM 14.
|
Principal Accounting Fees and Services
|
ITEM 15.
|
Exhibits, Financial Statement Schedules
|
(a)
|
Financial Statements
|
(i)
|
Consolidated Balance Sheets as of
December 31, 2017
and
2016
|
(ii)
|
Consolidated Statements of Operations for the years ended
December 31, 2017
,
2016
and
2015
|
(iii)
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended
December 31, 2017
,
2016
,
2015
|
(iv)
|
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2017
,
2016
and
2015
|
(v)
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2017
,
2016
and
2015
|
(vi)
|
Notes to the Consolidated Financial Statements for the years ended
December 31, 2017
,
2016
and
2015
|
(c)
|
Financial Statement Schedules
|
RENEWABLE ENERGY GROUP, INC.
|
|
|
|
By:
|
/s/ Randolph L. Howard
|
|
Randolph L. Howard
|
|
President and Chief Executive Officer
|
|
|
Date
|
/s/ Randolph L. Howard
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
March 9, 2018
|
Randolph L. Howard
|
|
|
|
|
|
/s/ Chad Stone
|
Chief Financial Officer
(Principal Financial Officer)
|
March 9, 2018
|
Chad Stone
|
|
|
|
|
|
/s/ Chad A. Baker
|
Controller
(Principal Accounting Officer)
|
March 9, 2018
|
Chad A. Baker
|
|
|
|
|
|
/s/ Jeffrey Stroburg
|
Director (Chairman)
|
March 9, 2018
|
Jeffrey Stroburg
|
|
|
|
|
|
/s/ Delbert Christensen
|
Director
|
March 9, 2018
|
Delbert Christensen
|
|
|
|
|
|
/s/ Peter J.M.Harding
|
Director
|
March 9, 2018
|
Peter J. M. Harding
|
|
|
|
|
|
|
Director
|
March 9, 2018
|
Michael A. Jackson
|
|
|
|
|
|
/s/ Michael Scharf
|
Director
|
March 9, 2018
|
Michael Scharf
|
|
|
|
|
|
/s/ Christopher Sorrells
|
Director
|
March 9, 2018
|
Christopher Sorrells
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
12.1
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
24.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
+ Confidential treatment requested
|
|
|
* Management contract or compensatory plan, contract or arrangement
|
|
|
|
101.1
|
|
|
|
|
|
REG SERVICES GROUP, LLC
,
an Iowa limited liability company
By: /s/ Jonathan Schwebach
Name: Jonathan Schwebach
Title: Treasurer
|
REG MARKETING & LOGISTICS GROUP, LLC
, an Iowa limited liability company
By: /s/ Jonathan Schwebach
Name: Jonathan Schwebach
Title: Treasurer
|
WELLS FARGO CAPITAL FINANCE, LLC
,
a Delaware limited liability company, as Agent and as a Lender
By: /s/ Barry Felker
Name: Barry Felker
Title: Authorized Signature
|
RENEWABLE ENERGY GROUP, INC.
,
a Delaware corporation, as a Guarantor
By: /s/ Jonathan Schwebach
Name: Jonathan Schwebach
Title: Treasurer
|
REG HOUSTON, LLC
, a Texas limited liability company, as a Plant Loan Party
By: /s/ Jonathan Schwebach
Name: Jonathan Schwebach
Title: Treasurer
|
REG GEISMER, LLC
, a Delaware limited liability company, as a Plant Loan Party
By: /s/ Jonathan Schwebach
Name: Jonathan Schwebach
Title: Treasurer
|
REG ALBERT LEA, LLC
, an Iowa limited liability company, as a Plant Loan Party
By: /s/ Jonathan Schwebach
Name: Jonathan Schwebach
Title: Treasurer
|
REG NEW BOSTON, LLC
, an Iowa limited liability company, as a Plant Loan Party
By: /s/ Jonathan Schwebach
Name: Jonathan Schwebach
Title: Treasurer
|
REG SERVICES GROUP, LLC
,
an Iowa limited liability company
By: /s/ Randolph L. Howard
Name: Randolph L. Howard
Title: President
|
REG MARKETING & LOGISTICS GROUP, LLC
, an Iowa limited liability company
By: /s/ Randolph L. Howard
Name: Randolph L. Howard
Title: President
|
WELLS FARGO CAPITAL FINANCE, LLC
,
a Delaware limited liability company, as Agent and as a Lender
By: /s/ Barry Felker
Name: Barry Felker
Title: Its Authorized Signatory
|
FIFTH THIRD BANK
, as a Lender
By: /s/ Patrick Lingrosso
Name: Patrick Lingrosso
Title: Vice President
|
RENEWABLE ENERGY GROUP, INC.
,
a Delaware corporation, as a Guarantor
By: /s/ Randolph L. Howard
Name: Randolph L. Howard
Title: President
|
REG HOUSTON, LLC
, a Texas limited liability company, as a Plant Loan Party
By: /s/ Randolph L. Howard
Name: Randolph L. Howard
Title: President
|
REG GEISMAR, LLC
, a Delaware limited liability company, as a Plant Loan Party
By: /s/ Randolph L. Howard
Name: Randolph L. Howard
Title: President
|
REG ALBERT LEA, LLC
, an Iowa limited liability company, as a Plant Loan Party
By: /s/ Randolph L. Howard
Name: Randolph L. Howard
Title: President
|
REG NEW BOSTON, LLC
, an Iowa limited liability company, as a Plant Loan Party
By: /s/ Randolph L. Howard
Name: Randolph L. Howard
Title: President
|
|
|
For the year ended December 31,
|
||||||||||||||||||||||
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||
Earnings (deficiency):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pre-tax income (loss) from continuing operations before
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
adjustment for equity investees
|
|
$
|
23,713
|
|
|
$
|
191,301
|
|
|
$
|
86,110
|
|
|
$
|
(160,411
|
)
|
|
$
|
48,981
|
|
|
$
|
(109,569
|
)
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges
|
|
11,312
|
|
|
7,756
|
|
|
12,516
|
|
|
17,222
|
|
|
23,270
|
|
|
23,580
|
|
||||||
Amortization of cap interest
|
|
31
|
|
|
31
|
|
|
31
|
|
|
154
|
|
|
156
|
|
|
171
|
|
||||||
Subtract:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest capitalized
|
|
33
|
|
|
335
|
|
|
1,345
|
|
|
897
|
|
|
88
|
|
|
301
|
|
||||||
Preference security dividends
|
|
3,156
|
|
|
2,055
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Earnings (deficiency)
|
|
$
|
31,867
|
|
|
$
|
196,698
|
|
|
$
|
97,312
|
|
|
$
|
(143,932
|
)
|
|
$
|
72,319
|
|
|
$
|
(86,119
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense and amortization of costs related to indebtedness
|
|
$
|
4,679
|
|
|
$
|
2,397
|
|
|
$
|
6,690
|
|
|
$
|
11,867
|
|
|
$
|
15,987
|
|
|
$
|
18,755
|
|
Interest capitalized
|
|
33
|
|
|
335
|
|
|
1,345
|
|
|
897
|
|
|
88
|
|
|
301
|
|
||||||
Estimate of interest within rental expenses
|
|
3,444
|
|
|
2,969
|
|
|
4,441
|
|
|
4,458
|
|
|
7,195
|
|
|
4,524
|
|
||||||
Preference security dividends
|
|
3,156
|
|
|
2,055
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total fixed charges
|
|
$
|
11,312
|
|
|
$
|
7,756
|
|
|
$
|
12,516
|
|
|
$
|
17,222
|
|
|
$
|
23,270
|
|
|
$
|
23,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of Earnings to Fixed Charges including Preference Security Dividends
(1) (2)
|
|
2.8
|
|
25.4
|
|
7.8
|
|
—
|
|
3.1
|
|
—
|
||||||||||||
Deficiency in the coverage of fixed charges
|
|
N/A
|
|
N/A
|
|
N/A
|
|
$
|
161,154
|
|
|
N/A
|
|
|
$
|
109,699
|
|
RENEWABLE ENERGY GROUP, INC. SUBSIDIARIES
|
|
|
|
|
|
REG Biofuels, LLC
|
|
Iowa
|
REG Marketing & Logistics Group, LLC
|
|
Iowa
|
REG Services Group, LLC
|
|
Iowa
|
REG Energy Services, LLC
|
|
Iowa
|
REG Capital, LLC
|
|
Iowa
|
REG Synthetic Fuels, LLC
|
|
Iowa
|
REG Life Sciences, LLC
|
|
Iowa
|
REG Canada Holdings Inc.
|
|
British Columbia
|
REG Construction & Technology Group, LLC
|
|
Iowa
|
REG Ventures, LLC
|
|
Iowa
|
REG Ralston, LLC
|
|
Iowa
|
REG Houston, LLC
|
|
Texas
|
REG Danville, LLC
|
|
Delaware
|
REG Albert Lea, LLC
|
|
Iowa
|
REG Newton, LLC
|
|
Iowa
|
REG Seneca, LLC
|
|
Iowa
|
REG New Orleans, LLC
|
|
Iowa
|
REG New Boston, LLC
|
|
Iowa
|
REG Mason City, LLC
|
|
Iowa
|
REG Emporia, LLC
|
|
Iowa
|
REG Clovis, LLC
|
|
Iowa
|
REG Atlanta, LLC
|
|
Iowa
|
REG Okeechobee, LLC
|
|
Iowa
|
REG Geismar, LLC
|
|
Delaware
|
REG Grays Harbor, LLC
|
|
Washington
|
REG Madison, LLC
|
|
Wisconsin
|
REG Bioproducts, LLC
|
|
Iowa
|
REG Feedstock, LLC
|
|
Iowa
|
REG Overseas Holdings B.V.
|
|
Netherlands
|
REG International Trading & Commodities B.V.
|
|
Netherlands
|
REG Germany GmbH
|
|
Germany
|
/s/ Randolph L. Howard
|
Randolph L. Howard
|
|
Chief Executive Officer
|
/s/ Chad Stone
|
Chad Stone
Chief Financial Officer
|
/s/ Randolph L. Howard
|
Randolph L. Howard
Chief Executive Officer
|
/s/ Chad Stone
|
Chad Stone
Chief Financial Officer
|