☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
|
26-4785427
|
(State of other jurisdiction of
incorporation or organization)
|
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
416 South Bell Avenue
|
Ames
|
Iowa
|
50010
|
(Address of principal executive offices)
|
|
|
(Zip code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.0001 per share
|
REGI
|
NASDAQ Global Market
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
x
|
|
|
|
|
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
|
|
Page
|
PART I
|
||
ITEM 1.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
|
|
|
PART II
|
||
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
ITEM 5.
|
||
ITEM 6.
|
||
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
|
|
||
CURRENT ASSETS:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
64,093
|
|
|
$
|
123,575
|
|
Marketable securities
|
—
|
|
|
50,932
|
|
||
Accounts receivable (net of allowance for doubtful accounts of $762 and $673, respectively)
|
81,015
|
|
|
74,551
|
|
||
Inventories
|
163,451
|
|
|
168,900
|
|
||
Prepaid expenses and other assets
|
40,631
|
|
|
41,169
|
|
||
Restricted cash
|
3,000
|
|
|
3,000
|
|
||
Current assets held for sale
|
—
|
|
|
3,250
|
|
||
Total current assets
|
352,190
|
|
|
465,377
|
|
||
Property, plant and equipment, net
|
586,305
|
|
|
590,723
|
|
||
Right of use assets
|
41,799
|
|
|
—
|
|
||
Goodwill
|
16,080
|
|
|
16,080
|
|
||
Intangible assets, net
|
12,405
|
|
|
13,646
|
|
||
Other assets
|
22,747
|
|
|
21,270
|
|
||
TOTAL ASSETS
|
$
|
1,031,526
|
|
|
$
|
1,107,096
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
||
Lines of credit
|
$
|
97,137
|
|
|
$
|
14,250
|
|
Current maturities of long-term debt
|
7,440
|
|
|
149,006
|
|
||
Current maturities of operating lease obligations
|
18,461
|
|
|
—
|
|
||
Accounts payable
|
95,400
|
|
|
95,866
|
|
||
Accrued expenses and other liabilities
|
27,081
|
|
|
35,256
|
|
||
Deferred revenue
|
954
|
|
|
300
|
|
||
Total current liabilities
|
246,473
|
|
|
294,678
|
|
||
Unfavorable lease obligation
|
—
|
|
|
2,259
|
|
||
Deferred income taxes
|
7,238
|
|
|
8,410
|
|
||
Long-term debt (net of debt issuance costs of $3,020 and $3,390, respectively)
|
104,847
|
|
|
33,421
|
|
||
Long-term operating lease obligations
|
33,834
|
|
|
—
|
|
||
Other liabilities
|
1,516
|
|
|
3,075
|
|
||
Total liabilities
|
393,908
|
|
|
341,843
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
||
EQUITY:
|
|
|
|
|
|
||
Common stock ($.0001 par value; 300,000,000 shares authorized; 38,964,276 and 37,318,942 shares outstanding, respectively)
|
5
|
|
|
5
|
|
||
Common stock—additional paid-in-capital
|
446,435
|
|
|
451,427
|
|
||
Retained earnings
|
299,281
|
|
|
427,244
|
|
||
Accumulated other comprehensive income
|
(2,640
|
)
|
|
(1,656
|
)
|
||
Treasury stock (10,402,635 and 11,524,975 shares outstanding, respectively)
|
(105,463
|
)
|
|
(111,767
|
)
|
||
Total equity
|
637,618
|
|
|
765,253
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
1,031,526
|
|
|
$
|
1,107,096
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Biomass-based diesel sales
|
$
|
556,914
|
|
|
$
|
568,174
|
|
|
$
|
1,552,139
|
|
|
$
|
1,394,044
|
|
Separated RIN sales
|
26,762
|
|
|
26,867
|
|
|
68,821
|
|
|
100,232
|
|
||||
Biomass-based diesel government incentives
|
512
|
|
|
944
|
|
|
1,510
|
|
|
367,144
|
|
||||
|
584,188
|
|
|
595,985
|
|
|
1,622,470
|
|
|
1,861,420
|
|
||||
Other revenue
|
184
|
|
|
339
|
|
|
754
|
|
|
1,806
|
|
||||
|
584,372
|
|
|
596,324
|
|
|
1,623,224
|
|
|
1,863,226
|
|
||||
COSTS OF GOODS SOLD:
|
|
|
|
|
|
|
|
||||||||
Biomass-based diesel
|
548,819
|
|
|
535,376
|
|
|
1,613,365
|
|
|
1,451,560
|
|
||||
Separated RINs
|
11,469
|
|
|
9,789
|
|
|
25,336
|
|
|
53,538
|
|
||||
Other costs of goods sold
|
8
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
|
560,296
|
|
|
545,165
|
|
|
1,638,712
|
|
|
1,505,098
|
|
||||
GROSS PROFIT (LOSS)
|
24,076
|
|
|
51,159
|
|
|
(15,488
|
)
|
|
358,128
|
|
||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
24,629
|
|
|
20,985
|
|
|
76,639
|
|
|
77,151
|
|
||||
RESEARCH AND DEVELOPMENT EXPENSE
|
133
|
|
|
947
|
|
|
518
|
|
|
2,008
|
|
||||
IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT
|
11,145
|
|
|
—
|
|
|
11,613
|
|
|
—
|
|
||||
INCOME (LOSS) FROM OPERATIONS
|
(11,831
|
)
|
|
29,227
|
|
|
(104,258
|
)
|
|
278,969
|
|
||||
OTHER INCOME (EXPENSE), NET:
|
|
|
|
|
|
|
|
||||||||
Change in fair value of contingent consideration
|
136
|
|
|
(185
|
)
|
|
(566
|
)
|
|
(673
|
)
|
||||
Gain (loss) on debt extinguishment
|
—
|
|
|
788
|
|
|
(2
|
)
|
|
2,893
|
|
||||
Gain on involuntary conversion
|
—
|
|
|
—
|
|
|
—
|
|
|
4,454
|
|
||||
Other income, net
|
179
|
|
|
499
|
|
|
1,724
|
|
|
3,779
|
|
||||
Interest expense
|
(2,866
|
)
|
|
(4,003
|
)
|
|
(10,822
|
)
|
|
(13,579
|
)
|
||||
|
(2,551
|
)
|
|
(2,901
|
)
|
|
(9,666
|
)
|
|
(3,126
|
)
|
||||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
(14,382
|
)
|
|
26,326
|
|
|
(113,924
|
)
|
|
275,843
|
|
||||
INCOME TAX BENEFIT (EXPENSE)
|
629
|
|
|
(854
|
)
|
|
1,149
|
|
|
(3,486
|
)
|
||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS
|
(13,753
|
)
|
|
25,472
|
|
|
(112,775
|
)
|
|
272,357
|
|
||||
NET INCOME (LOSS) ON DISCONTINUED OPERATIONS (NOTE 4)
|
(2,193
|
)
|
|
(469
|
)
|
|
(8,672
|
)
|
|
885
|
|
||||
NET INCOME (LOSS) TO THE COMPANY
|
$
|
(15,946
|
)
|
|
$
|
25,003
|
|
|
$
|
(121,447
|
)
|
|
$
|
273,242
|
|
LESS—EFFECT OF PARTICIPATING SHARE-BASED AWARDS ON CONTINUING OPERATIONS
|
—
|
|
|
673
|
|
|
—
|
|
|
6,976
|
|
||||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO THE COMPANY’S COMMON STOCKHOLDERS
|
$
|
(13,753
|
)
|
|
$
|
24,799
|
|
|
$
|
(112,775
|
)
|
|
$
|
265,381
|
|
LESS—EFFECT OF PARTICIPATING SHARE-BASED AWARDS ON DISCONTINUED OPERATIONS
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO THE COMPANY’S COMMON STOCKHOLDERS
|
$
|
(2,193
|
)
|
|
$
|
(469
|
)
|
|
$
|
(8,672
|
)
|
|
$
|
862
|
|
Basic net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.35
|
)
|
|
$
|
0.67
|
|
|
$
|
(2.96
|
)
|
|
$
|
7.02
|
|
Discontinued operations
|
$
|
(0.06
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
0.02
|
|
Net income (loss) per share
|
$
|
(0.41
|
)
|
|
$
|
0.65
|
|
|
$
|
(3.19
|
)
|
|
$
|
7.04
|
|
Diluted net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.35
|
)
|
|
$
|
0.55
|
|
|
$
|
(2.96
|
)
|
|
$
|
6.18
|
|
Discontinued operations
|
$
|
(0.06
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
0.02
|
|
Net income (loss) per share
|
$
|
(0.41
|
)
|
|
$
|
0.53
|
|
|
$
|
(3.19
|
)
|
|
$
|
6.20
|
|
Weighted-average shares used to compute basic net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
38,959,606
|
|
|
37,270,928
|
|
|
38,060,782
|
|
|
37,815,598
|
|
||||
Weighted-average shares used to compute diluted net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
38,959,606
|
|
|
45,503,371
|
|
|
38,060,782
|
|
|
42,910,528
|
|
||||
Discontinued operations
|
38,959,606
|
|
|
37,270,928
|
|
|
38,060,782
|
|
|
42,910,528
|
|
||||
Net income (loss)
|
38,959,606
|
|
|
45,503,371
|
|
|
38,060,782
|
|
|
42,910,528
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30, 2019
|
|
September 30, 2018
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||
Net income (loss)
|
$
|
(15,946
|
)
|
|
$
|
25,003
|
|
|
$
|
(121,447
|
)
|
|
$
|
273,242
|
|
Unrealized gains on marketable securities, net of taxes of $0 and $0, respectively
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
||||
Foreign currency translation adjustments
|
(1,017
|
)
|
|
(338
|
)
|
|
(984
|
)
|
|
(1,442
|
)
|
||||
Other comprehensive loss
|
(1,017
|
)
|
|
(369
|
)
|
|
(984
|
)
|
|
(1,473
|
)
|
||||
Comprehensive income (loss) attributable to the Company
|
$
|
(16,963
|
)
|
|
$
|
24,634
|
|
|
$
|
(122,431
|
)
|
|
$
|
271,769
|
|
|
Company Stockholders’ Equity
|
|||||||||||||||||||||||||
|
Common
Stock
Shares
|
|
Common
Stock
|
|
Common Stock -
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Treasury
Stock
|
|
Total
|
|||||||||||||
BALANCE, January 1, 2018
|
38,837,749
|
|
|
$
|
5
|
|
|
$
|
515,452
|
|
|
$
|
134,928
|
|
|
$
|
278
|
|
|
$
|
(83,081
|
)
|
|
$
|
567,582
|
|
Conversion of restricted stock units to common stock (net of 51,995 shares of treasury stock purchased)
|
127,470
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(621
|
)
|
|
(621
|
)
|
||||||
Settlement of stock appreciation rights in common stock (net of 14,558 shares of treasury stock purchased)
|
33,463
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
(172
|
)
|
||||||
Partial termination of capped call options
|
(15,012
|
)
|
|
—
|
|
|
252
|
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|
85
|
|
||||||
Convertible debt extinguishment impact (net of tax impact of $68)
|
—
|
|
|
—
|
|
|
(440
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(440
|
)
|
||||||
Treasury stock purchases
|
(641,601
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,828
|
)
|
|
(7,828
|
)
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
1,794
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,794
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
719
|
|
|
—
|
|
|
719
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
214,389
|
|
|
—
|
|
|
—
|
|
|
214,389
|
|
||||||
BALANCE, March 31, 2018
|
38,342,069
|
|
|
$
|
5
|
|
|
$
|
517,058
|
|
|
$
|
349,317
|
|
|
$
|
997
|
|
|
$
|
(91,869
|
)
|
|
$
|
775,508
|
|
Conversion of restricted stock units to common stock (net of 88,651 shares of treasury stock purchased)
|
149,362
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,516
|
)
|
|
(1,516
|
)
|
||||||
Settlement of stock appreciation rights in common stock (net of 28,036 shares of treasury stock purchased)
|
63,549
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
(485
|
)
|
|
(580
|
)
|
||||||
Convertible debt extinguishment impact (net of tax impact of $2,267)
|
—
|
|
|
—
|
|
|
(23,634
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,634
|
)
|
||||||
Treasury stock purchases
|
(1,296,243
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,220
|
)
|
|
(17,220
|
)
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
2,203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,203
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,823
|
)
|
|
—
|
|
|
(1,823
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
33,850
|
|
|
—
|
|
|
—
|
|
|
33,850
|
|
||||||
BALANCE, June 30, 2018
|
37,258,737
|
|
|
$
|
5
|
|
|
$
|
495,532
|
|
|
$
|
383,167
|
|
|
$
|
(826
|
)
|
|
$
|
(111,090
|
)
|
|
$
|
766,788
|
|
Conversion of restricted stock units to common stock (net of 1,805 shares of treasury stock purchased)
|
13,301
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
(88
|
)
|
||||||
Settlement of stock appreciation rights in common stock (net of 577 shares of treasury stock purchased)
|
27,666
|
|
|
—
|
|
|
(109
|
)
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
|
(434
|
)
|
||||||
Convertible debt extinguishment impact (net of tax impact of $875)
|
—
|
|
|
—
|
|
|
(10,032
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,032
|
)
|
||||||
Stock compensation expense
|
—
|
|
|
|
|
1,227
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,227
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(369
|
)
|
|
—
|
|
|
(369
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
25,003
|
|
|
—
|
|
|
—
|
|
|
25,003
|
|
||||||
BALANCE, September 30, 2018
|
37,299,704
|
|
|
$
|
5
|
|
|
$
|
486,618
|
|
|
$
|
408,170
|
|
|
$
|
(1,195
|
)
|
|
$
|
(111,503
|
)
|
|
$
|
782,095
|
|
|
Company Stockholders’ Equity
|
|||||||||||||||||||||||||
|
Common
Stock Shares |
|
Common
Stock |
|
Common Stock -
Additional Paid-in Capital |
|
Retained
Earnings |
|
Accumulated Other Comprehensive Income (Loss)
|
|
Treasury
Stock |
|
Total
|
|||||||||||||
BALANCE, January 1, 2019
|
37,318,942
|
|
|
$
|
5
|
|
|
$
|
451,427
|
|
|
$
|
427,244
|
|
|
$
|
(1,656
|
)
|
|
$
|
(111,767
|
)
|
|
$
|
765,253
|
|
Conversion of restricted stock units to common stock (net of 138,012 shares of treasury stock purchased)
|
283,339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,760
|
)
|
|
(2,760
|
)
|
||||||
Settlement of stock appreciation rights in common stock (net of 9,888 shares of treasury stock purchased)
|
16,937
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(159
|
)
|
|
(171
|
)
|
||||||
Partial termination of capped call options
|
(1,087
|
)
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
||||||
Convertible debt extinguishment impact
|
—
|
|
|
—
|
|
|
(152
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
1,353
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,353
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(362
|
)
|
|
—
|
|
|
(362
|
)
|
||||||
Adoption of ASC Topic 842, Leases
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,516
|
)
|
|
—
|
|
|
—
|
|
|
(6,516
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,404
|
)
|
|
—
|
|
|
—
|
|
|
(43,404
|
)
|
||||||
BALANCE, March 31, 2019
|
37,618,131
|
|
|
$
|
5
|
|
|
$
|
452,646
|
|
|
$
|
377,324
|
|
|
$
|
(2,018
|
)
|
|
$
|
(114,716
|
)
|
|
$
|
713,241
|
|
Conversion of restricted stock units to common stock (net of 805 shares of treasury stock purchased)
|
58,759
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(518
|
)
|
|
(518
|
)
|
||||||
Settlement of stock appreciation rights in common stock (net of 2,274 shares of treasury stock purchased)
|
4,631
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(24
|
)
|
||||||
Settlement of 2019 Convertible Senior Notes conversion premium
|
1,902,781
|
|
|
—
|
|
|
(18,779
|
)
|
|
—
|
|
|
—
|
|
|
18,779
|
|
|
—
|
|
||||||
Termination of capped call options
|
(625,558
|
)
|
|
—
|
|
|
8,952
|
|
|
—
|
|
|
—
|
|
|
(8,952
|
)
|
|
—
|
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
1,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,824
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
395
|
|
|
—
|
|
|
395
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(62,097
|
)
|
|
—
|
|
|
—
|
|
|
(62,097
|
)
|
||||||
BALANCE, June 30, 2019
|
38,958,744
|
|
|
$
|
5
|
|
|
$
|
444,636
|
|
|
$
|
315,227
|
|
|
$
|
(1,623
|
)
|
|
$
|
(105,424
|
)
|
|
$
|
652,821
|
|
Conversion of restricted stock units to common stock (net of 1,775 shares of treasury stock purchased)
|
3,557
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
||||||
Settlement of stock appreciation rights in common stock (net of 1,042 shares of treasury stock purchased)
|
1,975
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
1,804
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,804
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,017
|
)
|
|
—
|
|
|
(1,017
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,946
|
)
|
|
—
|
|
|
—
|
|
|
(15,946
|
)
|
||||||
BALANCE, September 30, 2019
|
38,964,276
|
|
|
$
|
5
|
|
|
$
|
446,435
|
|
|
$
|
299,281
|
|
|
$
|
(2,640
|
)
|
|
$
|
(105,463
|
)
|
|
$
|
637,618
|
|
|
Nine months ended
|
||||||
|
September 30, 2019
|
|
September 30, 2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income (loss)
|
$
|
(121,447
|
)
|
|
$
|
273,242
|
|
Net income (loss) from discontinuing operations
|
(8,672
|
)
|
|
885
|
|
||
Net income (loss) from continuing operations
|
(112,775
|
)
|
|
272,357
|
|
||
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
|
|
|
|
||||
Depreciation expense
|
27,349
|
|
|
26,720
|
|
||
Amortization expense of assets and liabilities, net
|
16,170
|
|
|
958
|
|
||
Gain on involuntary conversion
|
—
|
|
|
(4,454
|
)
|
||
Accretion of convertible note discount
|
2,561
|
|
|
3,846
|
|
||
Amortization of marketable securities
|
(146
|
)
|
|
(45
|
)
|
||
Change in fair value of contingent consideration
|
566
|
|
|
673
|
|
||
Gain on sale of assets
|
—
|
|
|
(964
|
)
|
||
(Gain) loss on debt extinguishment
|
2
|
|
|
(2,893
|
)
|
||
Provision for doubtful accounts
|
17
|
|
|
224
|
|
||
Impairment of property, plant and equipment
|
11,613
|
|
|
—
|
|
||
Stock compensation expense
|
4,981
|
|
|
5,224
|
|
||
Deferred tax expense
|
(1,159
|
)
|
|
3,408
|
|
||
Other operating activities
|
212
|
|
|
602
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(7,227
|
)
|
|
(146
|
)
|
||
Inventories
|
5,437
|
|
|
(6,119
|
)
|
||
Prepaid expenses and other assets
|
2,947
|
|
|
32,182
|
|
||
Accounts payable
|
(6,694
|
)
|
|
17,988
|
|
||
Accrued expenses and other liabilities
|
1,952
|
|
|
(9,215
|
)
|
||
Operating lease obligations
|
(13,778
|
)
|
|
—
|
|
||
Deferred revenue
|
655
|
|
|
(745
|
)
|
||
Net cash flows (used in) provided by operating activities - continuing operations
|
(67,317
|
)
|
|
339,601
|
|
||
Net cash flows used in operating activities - discontinuing operations
|
(9,832
|
)
|
|
(11,050
|
)
|
||
Cash (used in) provided by operating activities
|
(77,149
|
)
|
|
328,551
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Cash paid for marketable securities
|
(3,478
|
)
|
|
(52,878
|
)
|
||
Cash received from maturities of marketable securities
|
54,584
|
|
|
—
|
|
||
Cash receipts for involuntary conversion
|
—
|
|
|
4,454
|
|
||
Cash paid for purchase of property, plant and equipment
|
(31,088
|
)
|
|
(37,581
|
)
|
||
Cash receipts for sale of assets
|
—
|
|
|
1,625
|
|
||
Cash paid for acquisitions and additional interests, net of cash acquired
|
—
|
|
|
(4,801
|
)
|
||
Cash paid for investments
|
(2,713
|
)
|
|
—
|
|
||
Net cash flows provided by (used in) investing activities - continuing operations
|
17,305
|
|
|
(89,181
|
)
|
||
Net cash flows provided by (used in) investing activities - discontinuing operations
|
3,100
|
|
|
(335
|
)
|
||
Cash provided by (used in) investing activities
|
20,405
|
|
|
(89,516
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Net borrowings (repayments) on revolving line of credit
|
77,758
|
|
|
(57,288
|
)
|
||
Borrowings on other lines of credit
|
66,186
|
|
|
55,047
|
|
||
Repayments on other lines of credit
|
(60,918
|
)
|
|
(56,165
|
)
|
||
Cash received from notes payable
|
—
|
|
|
14,034
|
|
||
Cash paid on notes payable
|
(73,067
|
)
|
|
(74,788
|
)
|
||
Cash paid for debt issuance costs
|
(70
|
)
|
|
(532
|
)
|
||
Cash paid for treasury stock
|
—
|
|
|
(25,048
|
)
|
||
Cash paid for contingent consideration settlement
|
(9,003
|
)
|
|
(8,746
|
)
|
||
Cash received on partial termination of capped call options
|
—
|
|
|
85
|
|
||
Cash paid for conversion of restricted stock units and stock appreciation rights
|
(3,517
|
)
|
|
(3,411
|
)
|
||
Net cash flows used in financing activities - continuing operations
|
(2,631
|
)
|
|
(156,812
|
)
|
||
Net cash flows used in financing activities - discontinuing operations
|
—
|
|
|
—
|
|
||
Cash used in financing activities
|
(2,631
|
)
|
|
(156,812
|
)
|
||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(59,375
|
)
|
|
82,223
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, Beginning of period
|
126,575
|
|
|
77,627
|
|
||
Effect of exchange rate changes on cash
|
(107
|
)
|
|
(218
|
)
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, End of period
|
$
|
67,093
|
|
|
$
|
159,632
|
|
|
September 30, 2019
|
|
September 30, 2018
|
||||
Cash and cash equivalents
|
$
|
64,093
|
|
|
$
|
156,632
|
|
Restricted cash
|
3,000
|
|
|
3,000
|
|
||
Total cash, cash equivalents and restricted cash in the Condensed Statements of Cash Flows
|
$
|
67,093
|
|
|
$
|
159,632
|
|
|
Three months ended September 30, 2018
|
|
Nine months ended September 30, 2018
|
||||||||||||||||||||||||||||
|
Number of shares/ Principal amount in 000's
|
|
December 2017 Program
|
|
June 2018 Program
|
|
Both Programs
|
|
Number of shares/Principal amount in 000's
|
|
December 2017 Program
|
|
June 2018 Program
|
|
Both Programs
|
||||||||||||||||
Repurchases of shares of common stock
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,937,844
|
|
|
$
|
25,048
|
|
|
$
|
—
|
|
|
$
|
25,048
|
|
||
2019 Senior Convertible Notes Repurchases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,311
|
|
|
$
|
6,689
|
|
|
$
|
—
|
|
|
$
|
6,689
|
|
2036 Senior Convertible Notes Repurchases
|
$
|
10,000
|
|
|
$
|
1,500
|
|
|
$
|
16,083
|
|
|
$
|
17,583
|
|
|
$
|
34,500
|
|
|
$
|
43,263
|
|
|
$
|
16,083
|
|
|
$
|
59,346
|
|
•
|
sales of biodiesel and renewable diesel produced at our facilities and acquired from third parties, including RINs and LCFS credits;
|
•
|
resale of petroleum acquired from third parties, along with the sale of petroleum-based products further blended with biodiesel produced at our wholly owned facilities or acquired from third parties;
|
•
|
sales of raw materials, glycerin, and other co-products of the biomass-based diesel production process;
|
•
|
other revenue, including biomass-based diesel facility management and operational services; and
|
•
|
incentive payments from federal and state governments, including the BTC, and from the USDA Advanced Biofuel Program.
|
|
Reportable Segments
|
||||||||||||||||||
Three months ended September 30, 2019
|
Biomass-based
Diesel |
|
Services
|
|
Corporate
and other |
|
Intersegment
Revenues |
|
Consolidated
Total |
||||||||||
Biomass-based diesel sales, net of BTC related amount due to customers of $0
|
$
|
448,471
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11,361
|
)
|
|
$
|
437,110
|
|
Petroleum diesel sales
|
—
|
|
|
—
|
|
|
54,201
|
|
|
—
|
|
|
54,201
|
|
|||||
Other biomass-based diesel revenue
|
65,603
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,603
|
|
|||||
Separated RIN sales
|
26,762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,762
|
|
|||||
Other revenues
|
—
|
|
|
28,042
|
|
|
—
|
|
|
(27,858
|
)
|
|
184
|
|
|||||
Total revenues from contracts with customers
|
$
|
540,836
|
|
|
$
|
28,042
|
|
|
$
|
54,201
|
|
|
$
|
(39,219
|
)
|
|
$
|
583,860
|
|
Biomass-based diesel government incentives
|
512
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
512
|
|
|||||
Total revenues
|
$
|
541,348
|
|
|
$
|
28,042
|
|
|
$
|
54,201
|
|
|
$
|
(39,219
|
)
|
|
$
|
584,372
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended September 30, 2018
|
Biomass-based Diesel
|
|
Services
|
|
Corporate and other
|
|
Intersegment Revenues
|
|
Consolidated Total
|
||||||||||
Biomass-based diesel sales, net of BTC related amount due to customers of $0
|
$
|
472,881
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,798
|
)
|
|
$
|
467,083
|
|
Petroleum diesel sales
|
—
|
|
|
—
|
|
|
54,176
|
|
|
—
|
|
|
54,176
|
|
|||||
Other biomass-based diesel revenue
|
46,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,915
|
|
|||||
Separated RIN sales
|
26,867
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,867
|
|
|||||
Other revenues
|
—
|
|
|
21,649
|
|
|
—
|
|
|
(21,310
|
)
|
|
339
|
|
|||||
Total revenues from contracts with customers
|
$
|
546,663
|
|
|
$
|
21,649
|
|
|
$
|
54,176
|
|
|
$
|
(27,108
|
)
|
|
$
|
595,380
|
|
Biomass-based diesel government incentives
|
944
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
944
|
|
|||||
Total revenues
|
$
|
547,607
|
|
|
$
|
21,649
|
|
|
$
|
54,176
|
|
|
$
|
(27,108
|
)
|
|
$
|
596,324
|
|
|
Reportable Segments
|
||||||||||||||||||
Nine months ended September 30, 2019
|
Biomass-based
Diesel |
|
Services
|
|
Corporate
and other |
|
Intersegment
Revenues |
|
Consolidated
Total |
||||||||||
Biomass-based diesel sales, net of BTC related amount due to customers of $0
|
$
|
1,195,171
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(14,136
|
)
|
|
$
|
1,181,035
|
|
Petroleum diesel sales
|
—
|
|
|
—
|
|
|
216,288
|
|
|
—
|
|
|
216,288
|
|
|||||
Other biomass-based diesel revenue
|
154,816
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154,816
|
|
|||||
Separated RIN sales
|
68,821
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,821
|
|
|||||
Other revenues
|
—
|
|
|
71,764
|
|
|
—
|
|
|
(71,010
|
)
|
|
754
|
|
|||||
Total revenues from contracts with customers
|
$
|
1,418,808
|
|
|
$
|
71,764
|
|
|
$
|
216,288
|
|
|
$
|
(85,146
|
)
|
|
$
|
1,621,714
|
|
Biomass-based diesel government incentives
|
1,510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,510
|
|
|||||
Total revenues
|
$
|
1,420,318
|
|
|
$
|
71,764
|
|
|
$
|
216,288
|
|
|
$
|
(85,146
|
)
|
|
$
|
1,623,224
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine months ended September 30, 2018
|
Biomass-based Diesel
|
|
Services
|
|
Corporate and other
|
|
Intersegment Revenues
|
|
Consolidated Total
|
||||||||||
Biomass-based diesel sales, net of BTC related amount due to customers of $144,944
|
$
|
1,121,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(28,564
|
)
|
|
$
|
1,092,686
|
|
Petroleum diesel sales
|
—
|
|
|
—
|
|
|
172,210
|
|
|
—
|
|
|
172,210
|
|
|||||
Other biomass-based diesel revenue
|
129,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
129,148
|
|
|||||
Separated RIN sales
|
100,232
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,232
|
|
|||||
Other revenues
|
—
|
|
|
74,387
|
|
|
—
|
|
|
(72,581
|
)
|
|
1,806
|
|
|||||
Total revenues from contracts with customers
|
$
|
1,350,630
|
|
|
$
|
74,387
|
|
|
$
|
172,210
|
|
|
$
|
(101,145
|
)
|
|
$
|
1,496,082
|
|
Biomass-based diesel government incentives
|
367,144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
367,144
|
|
|||||
Total revenues
|
$
|
1,717,774
|
|
|
$
|
74,387
|
|
|
$
|
172,210
|
|
|
$
|
(101,145
|
)
|
|
$
|
1,863,226
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Accounts receivable
|
$
|
81,015
|
|
|
$
|
74,551
|
|
Short-term contract liabilities (deferred revenue)
|
$
|
(954
|
)
|
|
$
|
(300
|
)
|
|
July 1, 2019
|
|
Cash receipts
(Payments) |
|
Less: Impact on
Revenue |
|
Other
|
|
September 30, 2019
|
||||||||||
Deferred revenue
|
$
|
4,536
|
|
|
$
|
6,984
|
|
|
$
|
10,566
|
|
|
$
|
—
|
|
|
$
|
954
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
July 1, 2018
|
|
Cash receipts
(Payments) |
|
Less: Impact on
Revenue |
|
Other
|
|
September 30, 2018
|
||||||||||
Deferred revenue
|
$
|
161
|
|
|
$
|
5,772
|
|
|
$
|
4,461
|
|
|
$
|
—
|
|
|
$
|
1,472
|
|
Payables to customers related to BTC
|
40,935
|
|
|
(31,781
|
)
|
|
—
|
|
|
—
|
|
|
9,154
|
|
|||||
|
$
|
41,096
|
|
|
$
|
(26,009
|
)
|
|
$
|
4,461
|
|
|
$
|
—
|
|
|
$
|
10,626
|
|
|
January 1, 2019
|
|
Cash receipts
(Payments) |
|
Less: Impact on
Revenue |
|
Other
|
|
September 30, 2019
|
||||||||||
Deferred revenue
|
$
|
300
|
|
|
$
|
47,331
|
|
|
$
|
46,677
|
|
|
$
|
—
|
|
|
$
|
954
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
January 1, 2018
|
|
Cash receipts
(Payments) |
|
Less: Impact on
Revenue |
|
Other
|
|
September 30, 2018
|
||||||||||
Deferred revenue
|
$
|
2,218
|
|
|
$
|
19,575
|
|
|
$
|
20,318
|
|
|
$
|
(3
|
)
|
|
$
|
1,472
|
|
Payables to customers related to BTC
|
—
|
|
|
(141,622
|
)
|
|
(144,944
|
)
|
|
5,832
|
|
|
9,154
|
|
|||||
|
$
|
2,218
|
|
|
$
|
(122,047
|
)
|
|
$
|
(124,626
|
)
|
|
$
|
5,829
|
|
|
$
|
10,626
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Raw materials
|
$
|
65,572
|
|
|
$
|
40,348
|
|
Work in process
|
4,355
|
|
|
3,840
|
|
||
Finished goods
|
93,524
|
|
|
124,712
|
|
||
Total
|
$
|
163,451
|
|
|
$
|
168,900
|
|
|
For the three months ended September 30,
|
|
For the nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Other revenues
|
$
|
—
|
|
|
$
|
1,429
|
|
|
$
|
—
|
|
|
$
|
3,929
|
|
Other costs of goods sold
|
—
|
|
|
(1,173
|
)
|
|
—
|
|
|
(3,454
|
)
|
||||
Research and development expense
|
(2,257
|
)
|
|
(5,476
|
)
|
|
(7,475
|
)
|
|
(13,498
|
)
|
||||
Other income, net
|
64
|
|
|
4,751
|
|
|
53
|
|
|
13,908
|
|
||||
Loss on sale of assets
|
—
|
|
|
—
|
|
|
(1,250
|
)
|
|
—
|
|
||||
Pre-tax income (loss) from discontinued operations
|
(2,193
|
)
|
|
(469
|
)
|
|
(8,672
|
)
|
|
885
|
|
||||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss) on discontinued operations
|
$
|
(2,193
|
)
|
|
$
|
(469
|
)
|
|
$
|
(8,672
|
)
|
|
$
|
885
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Machinery and equipment, net
|
$
|
—
|
|
|
$
|
824
|
|
In-process research and development
|
—
|
|
|
13,652
|
|
||
Impairment recognized on assets classified as held for sale
|
—
|
|
|
(11,226
|
)
|
||
Total assets classified as held for sale
|
$
|
—
|
|
|
$
|
3,250
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Commodity derivatives and related collateral, net
|
$
|
5,346
|
|
|
$
|
13,799
|
|
Prepaid expenses
|
19,943
|
|
|
19,328
|
|
||
Deposits
|
3,463
|
|
|
2,123
|
|
||
RIN inventory
|
6,095
|
|
|
2,000
|
|
||
Taxes receivable
|
2,659
|
|
|
2,991
|
|
||
Other
|
3,125
|
|
|
928
|
|
||
Total
|
$
|
40,631
|
|
|
$
|
41,169
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Investments
|
$
|
15,766
|
|
|
$
|
13,053
|
|
Spare parts inventory
|
2,680
|
|
|
2,680
|
|
||
Catalysts
|
1,453
|
|
|
1,989
|
|
||
Deposits
|
552
|
|
|
381
|
|
||
Other
|
2,296
|
|
|
3,167
|
|
||
Total
|
$
|
22,747
|
|
|
$
|
21,270
|
|
|
September 30, 2019
|
||||||||||
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||
Raw material supply agreement
|
$
|
6,230
|
|
|
$
|
(3,245
|
)
|
|
$
|
2,985
|
|
Renewable diesel technology
|
8,300
|
|
|
(2,951
|
)
|
|
5,349
|
|
|||
Ground lease
|
200
|
|
|
(168
|
)
|
|
32
|
|
|||
Acquired customer relationships
|
4,747
|
|
|
(1,412
|
)
|
|
3,335
|
|
|||
Trademarks
|
704
|
|
|
—
|
|
|
704
|
|
|||
Total intangible assets
|
$
|
20,181
|
|
|
$
|
(7,776
|
)
|
|
$
|
12,405
|
|
|
December 31, 2018
|
||||||||||
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||
Raw material supply agreement
|
$
|
6,230
|
|
|
$
|
(2,866
|
)
|
|
$
|
3,364
|
|
Renewable diesel technology
|
8,300
|
|
|
(2,536
|
)
|
|
5,764
|
|
|||
Ground lease
|
200
|
|
|
(157
|
)
|
|
43
|
|
|||
Acquired customer relationships
|
4,747
|
|
|
(976
|
)
|
|
3,771
|
|
|||
Trademarks
|
704
|
|
|
—
|
|
|
704
|
|
|||
Total intangible assets
|
$
|
20,181
|
|
|
$
|
(6,535
|
)
|
|
$
|
13,646
|
|
October 1, 2019 through December 31, 2019
|
$
|
474
|
|
2020
|
1,684
|
|
|
2021
|
1,689
|
|
|
2022
|
1,683
|
|
|
2023
|
1,690
|
|
|
2024
|
1,697
|
|
|
2025 and thereafter
|
3,488
|
|
|
Total
|
$
|
12,405
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
4.00% Convertible Senior Notes, $96,300 face amount, due in June 2036
|
$
|
76,874
|
|
|
$
|
75,477
|
|
2.75% Convertible Senior Notes, matured and paid in June 2019
|
—
|
|
|
66,361
|
|
||
REG Danville term loan, secured, variable interest rate of LIBOR plus 4%, due in July 2022
|
7,300
|
|
|
8,964
|
|
||
REG Ralston term loan, variable interest rate of Prime Rate plus 2.25%, due in October 2025
|
16,665
|
|
|
18,948
|
|
||
REG Grays Harbor term loan, variable interest of minimum of 3.5% or Prime Rate plus 0.25%, due in May 2022
|
7,438
|
|
|
8,828
|
|
||
REG Capital term loan, fixed interest rate of 3.99%, due in January 2028
|
6,994
|
|
|
7,185
|
|
||
Other
|
36
|
|
|
54
|
|
||
Total term debt before debt issuance costs
|
115,307
|
|
|
185,817
|
|
||
Less: Current portion of long-term debt
|
7,440
|
|
|
149,006
|
|
||
Less: Debt issuance costs (net of accumulated amortization of $1,083 and $3,813, respectively)
|
3,020
|
|
|
3,390
|
|
||
Total long-term debt
|
$
|
104,847
|
|
|
$
|
33,421
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Amount outstanding under lines of credit
|
$
|
97,137
|
|
|
$
|
14,250
|
|
Maximum available to be borrowed under lines of credit
|
$
|
36,291
|
|
|
$
|
114,889
|
|
|
Three months ended September 30, 2019
|
|
Nine months ended September 30, 2019
|
||||
Lease expense:
|
|
|
|
||||
Operating lease expense
|
$
|
6,098
|
|
|
$
|
17,148
|
|
Variable lease expenses
|
225
|
|
|
901
|
|
||
Short-term and other lease expenses
|
190
|
|
|
1,144
|
|
||
Total lease expense
|
$
|
6,513
|
|
|
$
|
19,193
|
|
|
Total payments
|
|
Less: Discount
|
|
Operating lease obligation
|
||||||
October 1, 2019 through December 31, 2019
|
$
|
6,019
|
|
|
$
|
548
|
|
|
$
|
5,471
|
|
2020
|
18,176
|
|
|
1,749
|
|
|
16,427
|
|
|||
2021
|
13,960
|
|
|
1,083
|
|
|
12,877
|
|
|||
2022
|
4,580
|
|
|
715
|
|
|
3,865
|
|
|||
2023
|
3,434
|
|
|
571
|
|
|
2,863
|
|
|||
2024
|
2,066
|
|
|
474
|
|
|
1,592
|
|
|||
2025 and thereafter
|
11,601
|
|
|
2,401
|
|
|
9,200
|
|
|||
Total
|
$
|
59,836
|
|
|
$
|
7,541
|
|
|
$
|
52,295
|
|
|
Total Payments
|
||
2019
|
$
|
20,326
|
|
2020
|
14,063
|
|
|
2021
|
10,643
|
|
|
2022
|
3,162
|
|
|
2023
|
2,406
|
|
|
2024 and thereafter
|
13,736
|
|
|
Total minimum payments
|
$
|
64,336
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Gross amounts of derivatives recognized at fair value
|
$
|
1,176
|
|
|
$
|
987
|
|
|
$
|
11,843
|
|
|
$
|
1,799
|
|
Cash collateral
|
5,157
|
|
|
—
|
|
|
3,755
|
|
|
—
|
|
||||
Total gross amount recognized
|
6,333
|
|
|
987
|
|
|
15,598
|
|
|
1,799
|
|
||||
Gross amounts offset
|
(987
|
)
|
|
(987
|
)
|
|
(1,799
|
)
|
|
(1,799
|
)
|
||||
Net amount reported in the condensed consolidated balance sheets
|
$
|
5,346
|
|
|
$
|
—
|
|
|
$
|
13,799
|
|
|
$
|
—
|
|
|
Location of Gain (Loss)
Recognized in income |
|
Three Months
Ended September 30, 2019 |
|
Three Months
Ended September 30, 2018 |
|
Nine Months
Ended September 30, 2019 |
|
Nine Months
Ended September 30, 2018 |
||||||||
Commodity derivatives
|
Cost of goods sold – Biomass-based diesel
|
|
$
|
3,187
|
|
|
$
|
(7,527
|
)
|
|
$
|
(25,123
|
)
|
|
$
|
(22,874
|
)
|
•
|
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 September 30, 2019
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Commodity contract derivatives
|
$
|
189
|
|
|
$
|
163
|
|
|
$
|
26
|
|
|
$
|
—
|
|
Contingent considerations for acquisitions
|
$
|
(1,424
|
)
|
|
—
|
|
|
—
|
|
|
(1,424
|
)
|
|||
|
$
|
(1,235
|
)
|
|
$
|
163
|
|
|
$
|
26
|
|
|
$
|
(1,424
|
)
|
|
As of December 31, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Commercial paper
|
$
|
22,872
|
|
|
$
|
—
|
|
|
$
|
22,872
|
|
|
$
|
—
|
|
Corporate bonds
|
$
|
28,060
|
|
|
—
|
|
|
28,060
|
|
|
—
|
|
|||
Commodity contract derivatives
|
$
|
10,044
|
|
|
499
|
|
|
9,545
|
|
|
—
|
|
|||
Contingent considerations for acquisitions
|
$
|
(9,861
|
)
|
|
—
|
|
|
—
|
|
|
(9,861
|
)
|
|||
|
$
|
51,115
|
|
|
$
|
499
|
|
|
$
|
60,477
|
|
|
$
|
(9,861
|
)
|
|
Contingent Consideration for Acquisitions
|
||||||
|
2019
|
|
2018
|
||||
Balance at beginning of period, January 1
|
$
|
9,861
|
|
|
$
|
20,485
|
|
Change in estimates included in earnings
|
304
|
|
|
459
|
|
||
Settlements
|
(3,316
|
)
|
|
(2,813
|
)
|
||
Balance at end of period, March 31
|
$
|
6,849
|
|
|
$
|
18,131
|
|
Change in estimates included in earnings
|
398
|
|
|
30
|
|
||
Settlements
|
(2,812
|
)
|
|
(2,846
|
)
|
||
Balance at end of period, June 30
|
$
|
4,435
|
|
|
$
|
15,315
|
|
Fair value of contingent consideration at measurement date
|
—
|
|
|
482
|
|
||
Change in estimates included in earnings
|
(136
|
)
|
|
185
|
|
||
Settlements
|
(2,875
|
)
|
|
(3,087
|
)
|
||
Balance at end of period, September 30
|
$
|
1,424
|
|
|
$
|
12,895
|
|
|
Three Months
Ended September 30, 2019 |
|
Three Months
Ended September 30, 2018 |
|
Nine Months
Ended September 30, 2019 |
|
Nine Months
Ended September 30, 2018 |
||||
Stock appreciation rights
|
952,170
|
|
|
—
|
|
|
985,745
|
|
|
—
|
|
2019 Convertible Senior Notes
|
—
|
|
|
3,045,781
|
|
|
—
|
|
|
4,225,737
|
|
2036 Convertible Senior Notes
|
8,937,353
|
|
|
7,282,194
|
|
|
8,937,353
|
|
|
9,841,639
|
|
Total
|
9,889,523
|
|
|
10,327,975
|
|
|
9,923,098
|
|
|
14,067,376
|
|
|
Three Months
Ended September 30, 2019 |
|
Three Months
Ended September 30, 2018 |
|
Nine Months
Ended September 30, 2019 |
|
Nine Months
Ended September 30, 2018 |
||||||||
Net income (loss) from continuing operations attributable to the Company’s common stockholders - Basic
|
$
|
(13,753
|
)
|
|
$
|
24,799
|
|
|
$
|
(112,775
|
)
|
|
$
|
265,381
|
|
Plus (less): effect of participating securities
|
—
|
|
|
673
|
|
|
—
|
|
|
6,976
|
|
||||
Net income (loss) attributable to common stockholders
|
(13,753
|
)
|
|
25,472
|
|
|
(112,775
|
)
|
|
272,357
|
|
||||
Less: effect of participating securities
|
—
|
|
|
(673
|
)
|
|
—
|
|
|
(6,976
|
)
|
||||
Net income (loss) from continuing operations attributable to the Company's common stockholders - Diluted
|
$
|
(13,753
|
)
|
|
$
|
24,799
|
|
|
$
|
(112,775
|
)
|
|
$
|
265,381
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from discontinued operations attributable to the Company’s common stockholders - Basic
|
$
|
(2,193
|
)
|
|
$
|
(469
|
)
|
|
$
|
(8,672
|
)
|
|
$
|
862
|
|
Plus (less): effect of participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||
Net income (loss) attributable to common stockholders
|
(2,193
|
)
|
|
(469
|
)
|
|
(8,672
|
)
|
|
885
|
|
||||
Less: effect of participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
||||
Net income (loss) from discontinued operations attributable to the Company's common stockholders - Diluted
|
$
|
(2,193
|
)
|
|
$
|
(469
|
)
|
|
$
|
(8,672
|
)
|
|
$
|
862
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to the Company's common stockholders - Basic
|
$
|
(15,946
|
)
|
|
$
|
24,343
|
|
|
$
|
(121,447
|
)
|
|
$
|
266,243
|
|
Plus (less): effect of participating securities
|
—
|
|
|
660
|
|
|
—
|
|
|
6,999
|
|
||||
Net income (loss) attributable to common stockholders
|
(15,946
|
)
|
|
25,003
|
|
|
(121,447
|
)
|
|
273,242
|
|
||||
Less: effect of participating securities
|
—
|
|
|
(660
|
)
|
|
—
|
|
|
(6,999
|
)
|
||||
Net income (loss) attributable to the Company's common stockholders - Diluted
|
$
|
(15,946
|
)
|
|
$
|
24,343
|
|
|
$
|
(121,447
|
)
|
|
$
|
266,243
|
|
|
|
|
|
|
|
|
|
||||||||
Shares:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares used to compute basic net income (loss) per share
|
38,959,606
|
|
|
37,270,928
|
|
|
38,060,782
|
|
|
37,815,598
|
|
||||
Adjustment to reflect conversion of convertible notes
|
—
|
|
|
7,648,408
|
|
|
—
|
|
|
4,673,989
|
|
||||
Adjustment to reflect stock appreciation right conversions
|
—
|
|
|
584,035
|
|
|
—
|
|
|
420,941
|
|
||||
Weighted-average shares used to compute diluted net income (loss) per share
|
38,959,606
|
|
|
45,503,371
|
|
|
38,060,782
|
|
|
42,910,528
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to common stockholders - Diluted
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.35
|
)
|
|
$
|
0.55
|
|
|
$
|
(2.96
|
)
|
|
$
|
6.18
|
|
Discontinued operations
|
$
|
(0.06
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
0.02
|
|
Diluted net income (loss)
|
$
|
(0.41
|
)
|
|
$
|
0.53
|
|
|
$
|
(3.19
|
)
|
|
$
|
6.20
|
|
|
Three Months
Ended September 30, 2019 |
|
Three Months
Ended September 30, 2018 |
|
Nine Months
Ended September 30, 2019 |
|
Nine Months
Ended September 30, 2018 |
||||||||
Net sales from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Biomass-based Diesel
|
$
|
541,348
|
|
|
$
|
547,607
|
|
|
$
|
1,420,318
|
|
|
$
|
1,717,774
|
|
Services
|
28,042
|
|
|
21,649
|
|
|
71,764
|
|
|
74,387
|
|
||||
Corporate and Other
|
54,201
|
|
|
54,176
|
|
|
216,288
|
|
|
172,210
|
|
||||
Intersegment revenues
|
(39,219
|
)
|
|
(27,108
|
)
|
|
(85,146
|
)
|
|
(101,145
|
)
|
||||
|
$
|
584,372
|
|
|
$
|
596,324
|
|
|
$
|
1,623,224
|
|
|
$
|
1,863,226
|
|
Income (loss) from continuing operations before income taxes:
|
|
|
|
|
|
|
|
||||||||
Biomass-based Diesel
|
$
|
(17,076
|
)
|
|
$
|
37,923
|
|
|
$
|
(110,891
|
)
|
|
$
|
285,887
|
|
Services
|
2,336
|
|
|
652
|
|
|
2,719
|
|
|
5,409
|
|
||||
Corporate and Other
|
358
|
|
|
(12,249
|
)
|
|
(5,752
|
)
|
|
(15,453
|
)
|
||||
|
$
|
(14,382
|
)
|
|
$
|
26,326
|
|
|
$
|
(113,924
|
)
|
|
$
|
275,843
|
|
Depreciation and amortization expense, net:
|
|
|
|
|
|
|
|
||||||||
Biomass-based Diesel
|
$
|
13,910
|
|
|
$
|
7,512
|
|
|
$
|
40,357
|
|
|
$
|
24,260
|
|
Services
|
611
|
|
|
461
|
|
|
1,827
|
|
|
1,147
|
|
||||
Corporate and Other
|
441
|
|
|
1,366
|
|
|
1,335
|
|
|
2,271
|
|
||||
|
$
|
14,962
|
|
|
$
|
9,339
|
|
|
$
|
43,519
|
|
|
$
|
27,678
|
|
Cash paid for purchases of property, plant and equipment:
|
|
|
|
|
|
|
|
||||||||
Biomass-based Diesel
|
$
|
12,260
|
|
|
$
|
7,403
|
|
|
$
|
29,373
|
|
|
$
|
34,453
|
|
Services
|
796
|
|
|
1,308
|
|
|
1,593
|
|
|
3,070
|
|
||||
Corporate and Other
|
—
|
|
|
25
|
|
|
122
|
|
|
58
|
|
||||
|
$
|
13,056
|
|
|
$
|
8,736
|
|
|
$
|
31,088
|
|
|
$
|
37,581
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Goodwill:
|
|
|
|
||||
Services
|
$
|
16,080
|
|
|
$
|
16,080
|
|
|
|
|
|
||||
Assets:
|
|
|
|
||||
Biomass-based Diesel
|
$
|
1,003,759
|
|
|
$
|
914,843
|
|
Services
|
62,720
|
|
|
63,720
|
|
||
Corporate and Other
|
331,230
|
|
|
379,658
|
|
||
Intersegment eliminations
|
(366,183
|
)
|
|
(254,375
|
)
|
||
Assets held for sale
|
—
|
|
|
3,250
|
|
||
|
$
|
1,031,526
|
|
|
$
|
1,107,096
|
|
|
Three Months
Ended September 30, 2019 |
|
Three Months
Ended September 30, 2018 |
|
Nine Months
Ended September 30, 2019 |
|
Nine Months
Ended September 30, 2018 |
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
508,092
|
|
|
$
|
547,937
|
|
|
$
|
1,464,590
|
|
|
$
|
1,720,440
|
|
International
|
76,280
|
|
|
48,387
|
|
|
158,634
|
|
|
142,786
|
|
||||
|
$
|
584,372
|
|
|
$
|
596,324
|
|
|
$
|
1,623,224
|
|
|
$
|
1,863,226
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Long-lived assets:
|
|
|
|
||||
United States
|
$
|
566,467
|
|
|
$
|
571,045
|
|
International
|
19,838
|
|
|
19,678
|
|
||
|
$
|
586,305
|
|
|
$
|
590,723
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
the operations of the following biomass-based diesel production refineries:
|
•
|
a 30 mmgy nameplate biodiesel production facility located in Ralston, Iowa;
|
•
|
a 35 mmgy nameplate biodiesel production facility located near Houston, Texas;
|
•
|
a 45 mmgy nameplate biodiesel production facility located in Danville, Illinois;
|
•
|
a 30 mmgy nameplate biodiesel production facility located in Newton, Iowa;
|
•
|
a 60 mmgy nameplate biodiesel production facility located in Seneca, Illinois;
|
•
|
a 30 mmgy nameplate biodiesel production facility located near Albert Lea, Minnesota;
|
•
|
a 30 mmgy nameplate biodiesel production facility located in Mason City, Iowa;
|
•
|
a 75 mmgy nameplate renewable diesel production facility located in Geismar, Louisiana;
|
•
|
a 27 mmgy nameplate biodiesel production facility located in Emden, Germany;
|
•
|
a 23 mmgy nameplate biodiesel production facility located in Oeding, Germany;
|
•
|
a 100 mmgy nameplate biodiesel production facility located in Grays Harbor, Washington; and
|
•
|
a 20 mmgy nameplate biodiesel production facility located in DeForest, Wisconsin.
|
•
|
purchases and resales of biomass-based diesel, petroleum-based diesel, RINs and 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.
|
|
Quantity
|
|
OPIS Median Closing Price per RIN
|
||||||||||
|
September 30, 2019
|
|
December 31, 2018
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||
Biomass-based diesel RINs
|
25,342,825
|
|
|
12,561,167
|
|
|
$
|
0.50
|
|
|
$
|
0.55
|
|
Advanced biofuels RINs
|
241,444
|
|
|
3,907,803
|
|
|
$
|
0.50
|
|
|
$
|
0.51
|
|
|
Quantity
|
|
OPIS Median Closing Price per LCFS Credit
|
||||||||||
|
September 30, 2019
|
|
December 31, 2018
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||
California LCFS
|
1,665
|
|
|
29,800
|
|
|
$
|
199.00
|
|
|
$
|
195.00
|
|
Oregon LCFS
|
261
|
|
|
25,900
|
|
|
$
|
150.50
|
|
|
$
|
137.50
|
|
•
|
biomass-based diesel facility management and operational services, whereby we provide day-to-day management and operational services to biomass-based diesel production facilities; and
|
•
|
construction management services, whereby we act as the construction management and general contractor for the construction of biomass-based diesel production facilities.
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
Biomass-based diesel
|
|
1.90 billion gallons
|
|
2.00 billion gallons
|
|
2.10 billion gallons
|
|
2.10 billion gallons
|
|
2.43 billion gallons
|
|
2.43 billion gallons
|
Total Advanced biofuels
|
|
3.61 billion RINs*
|
|
4.28 billion RINs*
|
|
4.29 billion RINs*
|
|
4.92 billion RINs*
|
|
5.04 billion RINs**
|
|
N/A
|
|
Three months ended September 30, 2019
|
|
Nine months ended September 30, 2019
|
|
Twelve months ended December 31, 2018
|
||||||
Adjusted EBITDA without BTC
|
$
|
10,622
|
|
|
$
|
(59,074
|
)
|
|
$
|
149,737
|
|
Estimated net benefit if BTC is reinstated
|
77,000
|
|
|
213,000
|
|
|
237,000
|
|
|||
Estimated Adjusted EBITDA if BTC is reinstated
|
$
|
87,622
|
|
|
$
|
153,926
|
|
|
$
|
386,737
|
|
(1)
|
Used cooking oil ("UCO") 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)
|
Distillers corn oil ("DCO") 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 ("CWG") 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) ("SBO") prices are based on the monthly average of the daily closing sale price of the nearby soybean oil contract as reported by CBOT (based on 7.5 pounds per gallon).
|
(1)
|
Biodiesel prices are based on the monthly average of the midpoint of the high and low prices of B100 (Upper Midwest) as reported by The Jacobsen.
|
(2)
|
Soybean oil (crude) prices are based on the monthly average of the daily closing sale price of the nearby soybean oil contract as reported by CBOT (based on 7.5 pounds per gallon).
|
(3)
|
Choice white grease prices are based on the monthly average of the daily low price of Missouri River choice white grease as reported by The Jacobsen (based on 8.0 pounds per gallon).
|
(4)
|
Spread between biodiesel price and choice white grease price.
|
(5)
|
Spread between biodiesel price and soybean oil (crude) price.
|
Year
|
|
RIN Generation (Advanced Biofuel)
|
|
Finalized RVO level for Advanced Biofuel
|
|
Estimated Advanced Biofuel RVO Exempted due to SREs
|
2016
|
|
4.30 billion RINs
|
|
3.61 billion RINs*
|
|
0.16 billion RINs
|
2017
|
|
4.23 billion RINs
|
|
4.28 billion RINs*
|
|
0.40 billion RINs
|
2018
|
|
4.34 billion RINs
|
|
4.29 billion RINs*
|
|
0.32 billion RINs
|
YTD Q3-2019
|
|
3.14 billion RINs
|
|
4.92 billion RINs*
|
|
**
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Gallons sold
|
187.5
|
|
|
178.8
|
|
|
547.4
|
|
|
486.0
|
|
||||
Average biomass-based diesel price per gallon (BTC net benefit adjusted ASP of $3.03 and $3.10 for the three and nine months ended September 30, 2018)
|
$
|
2.76
|
|
|
$
|
3.03
|
|
|
$
|
2.71
|
|
|
$
|
3.62
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues from continuing operations
|
$
|
584,372
|
|
|
$
|
596,324
|
|
|
$
|
1,623,224
|
|
|
$
|
1,863,226
|
|
Cost of goods sold from continuing operations
|
560,296
|
|
|
545,165
|
|
|
1,638,712
|
|
|
1,505,098
|
|
||||
Gross profit (loss) from continuing operations
|
24,076
|
|
|
51,159
|
|
|
(15,488
|
)
|
|
358,128
|
|
||||
Selling, general and administrative expenses
|
24,629
|
|
|
20,985
|
|
|
76,639
|
|
|
77,151
|
|
||||
Research and development expense
|
133
|
|
|
947
|
|
|
518
|
|
|
2,008
|
|
||||
Impairment of property, plant and equipment
|
11,145
|
|
|
—
|
|
|
11,613
|
|
|
—
|
|
||||
Income (loss) from operations
|
(11,831
|
)
|
|
29,227
|
|
|
(104,258
|
)
|
|
278,969
|
|
||||
Other expenses, net
|
(2,551
|
)
|
|
(2,901
|
)
|
|
(9,666
|
)
|
|
(3,126
|
)
|
||||
Income tax benefit (expense)
|
629
|
|
|
(854
|
)
|
|
1,149
|
|
|
(3,486
|
)
|
||||
Net income (loss) from continuing operations attributable to the Company
|
(13,753
|
)
|
|
25,472
|
|
|
(112,775
|
)
|
|
272,357
|
|
||||
Net income (loss) from discontinued operations attributable to the Company
|
(2,193
|
)
|
|
(469
|
)
|
|
(8,672
|
)
|
|
885
|
|
||||
Net income (loss) to the Company
|
$
|
(15,946
|
)
|
|
$
|
25,003
|
|
|
(121,447
|
)
|
|
273,242
|
|
||
|
|
|
|
|
|
|
|
||||||||
Effect of participating share-based awards on continuing operations
|
—
|
|
|
673
|
|
|
—
|
|
|
6,976
|
|
||||
Net income (loss) from continuing operations attributable to the Company's common stockholders
|
$
|
(13,753
|
)
|
|
$
|
24,799
|
|
|
$
|
(112,775
|
)
|
|
$
|
265,381
|
|
Net income (loss) from discontinued operations attributable to the Company's common stockholders
|
$
|
(2,193
|
)
|
|
$
|
(469
|
)
|
|
$
|
(8,672
|
)
|
|
$
|
862
|
|
(In thousands)
|
Three Months
Ended September 30, 2019 |
|
Three Months
Ended September 30, 2018 |
|
Nine Months
Ended September 30, 2019 |
|
Nine Months
Ended September 30, 2018 |
||||||||
Net income (loss) from continuing operations
|
$
|
(13,753
|
)
|
|
$
|
25,472
|
|
|
$
|
(112,775
|
)
|
|
$
|
272,357
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Income tax (benefit) expense
|
(629
|
)
|
|
854
|
|
|
(1,149
|
)
|
|
3,486
|
|
||||
Interest expense
|
2,866
|
|
|
4,003
|
|
|
10,822
|
|
|
13,579
|
|
||||
Depreciation
|
9,107
|
|
|
8,977
|
|
|
27,349
|
|
|
26,720
|
|
||||
Amortization of intangible assets
|
397
|
|
|
52
|
|
|
1,241
|
|
|
138
|
|
||||
EBITDA
|
$
|
(2,012
|
)
|
|
$
|
39,358
|
|
|
$
|
(74,512
|
)
|
|
$
|
316,280
|
|
Gain on involuntary conversion
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,454
|
)
|
||||
Gain on sale of assets
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(1,003
|
)
|
||||
Change in fair value of contingent consideration
|
(136
|
)
|
|
185
|
|
|
566
|
|
|
673
|
|
||||
Loss (gain) on debt extinguishment
|
—
|
|
|
(788
|
)
|
|
2
|
|
|
(2,893
|
)
|
||||
Other income, net
|
(179
|
)
|
|
(486
|
)
|
|
(1,724
|
)
|
|
(2,776
|
)
|
||||
Impairment of assets
|
11,145
|
|
|
—
|
|
|
11,613
|
|
|
—
|
|
||||
Straight-line lease expense
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
(97
|
)
|
||||
Executive severance
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
||||
Non-cash stock compensation
|
1,804
|
|
|
1,227
|
|
|
4,981
|
|
|
5,224
|
|
||||
Adjusted EBITDA excluding 2017 BTC allocation
|
$
|
10,622
|
|
|
$
|
39,422
|
|
|
$
|
(59,074
|
)
|
|
$
|
311,169
|
|
Biodiesel tax credit (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(206,521
|
)
|
||||
Adjusted EBITDA
|
$
|
10,622
|
|
|
$
|
39,422
|
|
|
$
|
(59,074
|
)
|
|
$
|
104,648
|
|
•
|
Adjusted EBITDA does not reflect our cash expenditures for capital assets or the impact of certain cash charges that we consider not to be an indication of our ongoing operations;
|
•
|
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital requirements;
|
•
|
Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements;
|
•
|
stock-based compensation expense is an important element of our long term incentive compensation program, although we have excluded it as an expense when evaluating our operating performance;
|
•
|
Adjusted EBITDA does not include loss from discontinued operations. Loss from discontinued operations mainly relates to the research and development activities of REG Life Sciences; and
|
•
|
other companies, including other companies in the industry, may calculate these measures differently than we do, limiting their usefulness as a comparative measure.
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
4.00% Convertible Senior Notes, $96,300 face amount, due in June 2036
|
$
|
76,874
|
|
|
$
|
75,477
|
|
2.75% Convertible Senior Notes, matured and paid in June 2019
|
—
|
|
|
66,361
|
|
||
REG Danville term loan, secured, variable interest rate of LIBOR plus 4%, due in July 2022
|
7,300
|
|
|
8,964
|
|
||
REG Grays Harbor term loan, variable interest of minimum of 3.5% or Prime Rate plus 0.25%, due in May 2022
|
7,438
|
|
|
8,828
|
|
||
REG Capital term loan, fixed interest rate of 3.99%, due in January 2028
|
6,994
|
|
|
7,185
|
|
||
REG Ralston term loan, variable interest rate of Prime Rate plus 2.25%, due in October 2025
|
16,665
|
|
|
18,948
|
|
||
Other
|
36
|
|
|
54
|
|
||
Total term debt before debt issuance costs
|
$
|
115,307
|
|
|
$
|
185,817
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Amount outstanding under lines of credit
|
$
|
97,137
|
|
|
$
|
14,250
|
|
Maximum available to be borrowed under lines of credit
|
$
|
36,291
|
|
|
$
|
114,889
|
|
|
Nine Months September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash (used in) provided by operating activities
|
$
|
(77,149
|
)
|
|
$
|
328,551
|
|
Cash provided by (used in) investing activities
|
20,405
|
|
|
(89,516
|
)
|
||
Cash used in financing activities
|
(2,631
|
)
|
|
(156,812
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
(59,375
|
)
|
|
82,223
|
|
||
|
|
|
|
||||
Cash, cash equivalents and restricted cash end of period
|
$
|
67,093
|
|
|
$
|
159,632
|
|
|
First nine months of 2019 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
|
547.4
|
|
|
gallons
|
|
10
|
%
|
|
$
|
(148.3
|
)
|
|
(957.8
|
)%
|
Total Lower Cost Feedstocks
|
2,092.2
|
|
|
pounds
|
|
10
|
%
|
|
$
|
(56.5
|
)
|
|
(364.7
|
)%
|
Total Canola Oil
|
465.4
|
|
|
pounds
|
|
10
|
%
|
|
$
|
(15.4
|
)
|
|
(99.2
|
)%
|
Total Soy Oil
|
469.8
|
|
|
pounds
|
|
10
|
%
|
|
$
|
(14.6
|
)
|
|
(94.0
|
)%
|
|
Through October 17, 2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||
Petitions received
|
5
|
|
|
42
|
|
|
37
|
|
|
20
|
|
|
14
|
|
Petitions granted
|
—
|
|
|
31
|
|
|
35
|
|
|
19
|
|
|
7
|
|
Petitions denied or withdrawn
|
—
|
|
|
9
|
|
|
2
|
|
|
1
|
|
|
7
|
|
Petitions pending
|
5
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Estimated volume of fuel exempted (million gallons)
|
—
|
|
|
13,420
|
|
|
17,050
|
|
|
7,841
|
|
|
3,070
|
|
Estimated Advanced Biofuel RVO Exempted (million RINs)
|
—
|
|
|
318
|
|
|
404
|
|
|
157
|
|
|
49
|
|
Estimated Advanced Biofuel RVO Exempted (% of Advanced biofuels RVOs)
|
—
|
%
|
|
7.4
|
%
|
|
9.4
|
%
|
|
4.3
|
%
|
|
1.7
|
%
|
•
|
difficulty in integrating the operations and personnel of the acquired company;
|
•
|
difficulty in effectively integrating the acquired technologies, products or services with our current technologies, products or services;
|
•
|
demands on management related to the increase in our size after the acquisition;
|
•
|
the diversion of management’s attention from daily operations to the integration of acquired businesses and personnel;
|
•
|
failure to achieve expected synergies and costs savings;
|
•
|
difficulties in the assimilation and retention of employees;
|
•
|
difficulties in the assimilation of different cultures and practices, as well as in the assimilation of broad and geographically dispersed personnel and operations;
|
•
|
difficulties in the integration of departments, systems, including accounting systems, technologies, books and records and procedures, as well as in maintaining uniform standards and controls, including internal control over financial reporting, and related procedures and policies;
|
•
|
incurring acquisition-related costs or amortization costs for acquired intangible assets that could impact our operating results;
|
•
|
the need to fund significant working capital requirements of any acquired production facilities;
|
•
|
potential failure of the due diligence processes to identify significant problems, liabilities or other shortcomings or challenges of an acquired company or technology, including but not limited to, issues with the acquired company’s intellectual property, product quality, environmental liabilities, data back-up and security, revenue
|
•
|
exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including but not limited to, claims from terminated employees, customers, former stockholders or other third parties; and
|
•
|
incurring significant exit charges if products or services acquired in business combinations are unsuccessful.
|
•
|
recruiting and retaining talented and capable management and employees in foreign countries;
|
•
|
challenges caused by distance, language and cultural differences;
|
•
|
protecting and enforcing our intellectual property rights;
|
•
|
difficulties in the assimilation and retention of employees;
|
•
|
the inability to extend proprietary rights in our technology into new jurisdictions;
|
•
|
currency exchange rate fluctuations;
|
•
|
general economic and political conditions in foreign jurisdictions;
|
•
|
foreign tax consequences;
|
•
|
foreign exchange controls or U.S. tax laws in respect of repatriating income earned in countries outside the United States;
|
•
|
compliance with the U.S.'s Foreign Corrupt Practices Act and other similar anti-bribery and anti-corruption regulations;
|
•
|
political, economic and social instability;
|
•
|
higher costs associated with doing business internationally; and
|
•
|
export or import regulations as well as trade and tariff restrictions.
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to payments of principal, interest on, and other fees related to such indebtedness, thereby reducing the availability of our cash flow to fund working capital and capital expenditures, and for other general corporate purposes;
|
•
|
increase our vulnerability to general adverse economic and biomass-based diesel industry conditions, including interest rate fluctuations, because a portion of our revolving credit facilities are and will continue to be at variable rates of interest;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the biomass-based diesel industry, which may place us at a competitive disadvantage compared to our competitors that have less debt; and
|
•
|
limit among other things, our ability to borrow additional funds.
|
•
|
actual or anticipated fluctuations in our financial condition and operating results;
|
•
|
changes in the performance or market valuations of other companies engaged in our industry;
|
•
|
issuance of new or updated research reports by securities or industry analysts;
|
•
|
changes in financial estimates by us or of securities or industry analysts;
|
•
|
investors’ general perception of us and the industry in which we operate;
|
•
|
changes in the political climate in the industry in which we operate, existing laws, regulations and policies applicable to our business and products, including RFS2, and the continuation or adoption or failure to continue or adopt renewable energy requirements and incentives, including the BTC;
|
•
|
other regulatory developments in our industry affecting us, our customers or our competitors;
|
•
|
announcements of technological innovations by us or our competitors;
|
•
|
announcement or expectation of additional financing efforts, including sales or expected sales of additional common stock;
|
•
|
additions or departures of key management or other personnel;
|
•
|
litigation;
|
•
|
inadequate trading volume;
|
•
|
general market conditions in our industry;
|
•
|
whether our shares are included in stock market indexes such as the S&P SmallCap 600 index; and
|
•
|
general economic and market conditions, including continued dislocations and downward pressure in the capital markets.
|
•
|
the right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of directors;
|
•
|
the requirement for advance notice for nominations for election to the board of directors or for proposing matters that can be acted upon at a stockholders’ meeting;
|
•
|
the ability of the board of directors to alter our bylaws without obtaining stockholder approval;
|
•
|
the ability of the board of directors to issue, without stockholder approval, up to 10,000,000 shares of preferred stock with rights set by the board of directors, which rights could be senior to those of common stock;
|
•
|
a classified board;
|
•
|
the required approval of holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our bylaws or amend or repeal the provisions of our amended and restated certificate of incorporation regarding the classified board, the election and removal of directors and the ability of stockholders to take action by written consent; and
|
•
|
the elimination of the right of stockholders to call a special meeting of stockholders and to take action by written consent.
|
Exhibit No.
|
|
Description
|
10.1
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10.2
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31.1
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31.2
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32.1
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32.2
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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RENEWABLE ENERGY GROUP, INC.
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Dated:
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November 6, 2019
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By:
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/s/ Cynthia J. Warner
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Cynthia J. Warner
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President and Chief Executive Officer (Principal Executive Officer)
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Dated:
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November 6, 2019
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By:
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/s/ Chad Stone
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Chad Stone
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Chief Financial Officer (Principal Financial Officer)
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Dated:
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November 6, 2019
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By:
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/s/ Todd M. Samuels
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Todd M. Samuels
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Chief Accounting Officer (Principal Accounting Officer)
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REG SERVICES GROUP, LLC,
an Iowa limited liability company By: /s/ Todd Robinson Name: Todd Robinson Title: Treasurer |
REG MARKETING & LOGISTICS GROUP, LLC, an Iowa limited liability company
By: /s/ Todd Robinson Name: Todd Robinson 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 Signatory |
FIFTH THIRD BANK, as a Lender
By: /s/ Patrick Lingrosso Name: Patrick Lingrosso Title: Vice President |
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During the Specified 2019/2020 Period
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After the Specified 2019/2020 Period
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Lender
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Revolver Commitment and Total Commitment if no BTC Commitment Increase Notice is delivered
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Revolver Commitment and Total Commitment if a BTC Commitment Increase Notice is delivered specifying the below "All Lenders" Commitment*
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Revolver Commitment and Total Commitment if a BTC Commitment Increase Notice is delivered specifying the below "All Lenders" Commitment*
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Revolver Commitment and Total Commitment
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Wells Fargo Capital Finance, LLC
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$75,000,000
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$87,500,000
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$100,000,000
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$75,000,000
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Fifth Third Bank
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$75,000,000
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$87,500,000
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$100,000,000
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$75,000,000
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All Lenders
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$150,000,000
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$175,000,000
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$200,000,000
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$150,000,000
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RENEWABLE ENERGY GROUP, INC.,
a Delaware corporation, as a Guarantor
By: /s/ Todd Robinson
Name: Todd Robinson Title: Treasurer |
REG HOUSTON, LLC, a Texas limited liability company, as a Plant Loan Party
By: /s/ Todd Robinson
Name: Todd Robinson Title: Treasurer |
REG GEISMAR, LLC, a Delaware limited liability company, as a Plant Loan Party
By: /s/ Todd Robinson
Name: Todd Robinson Title: Treasurer |
REG ALBERT LEA, LLC, an Iowa limited liability company, as a Plant Loan Party
By: /s/ Todd Robinson
Name: Todd Robinson Title: Treasurer |
REG NEW BOSTON, LLC, an Iowa limited liability company, as a Plant Loan Party
By: /s/ Todd Robinson
Name: Todd Robinson Title: Treasurer |
REG SENECA, LLC, an Iowa limited liability company, as a Plant Loan Party
By: /s/ Todd Robinson
Name: Todd Robinson Title: Treasurer |
1.
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I have reviewed this quarterly report on Form 10-Q of Renewable Energy Group, Inc.
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated:
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November 6, 2019
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/s/ Cynthia J. Warner
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Cynthia J. Warner
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President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Renewable Energy Group, Inc.
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated:
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November 6, 2019
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/s/ Chad Stone
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Chad Stone
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Chief Financial Officer
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Dated:
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November 6, 2019
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/s/ Cynthia J. Warner
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Cynthia J. Warner
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President and Chief Executive Officer
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Dated:
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November 6, 2019
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/s/ Chad Stone
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Chad Stone
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Chief Financial Officer
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