☒
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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 of other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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416 South Bell Avenue
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Ames
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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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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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REGI
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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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☐
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Smaller reporting company
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☐
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Emerging growth 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 requirements relating to renewable fuels;
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•
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the availability, future price and volatility of feedstocks and other inputs;
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•
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the expansion of our distribution network and transportation costs;
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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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our ability to protect proprietary technology and trade secrets;
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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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our ability to retain and recruit key personnel;
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•
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our indebtedness and our compliance, or failure to comply, with restrictive and financial covenants in our various debt agreements;
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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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Fiscal Year Ended
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||||
Revenue
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December 31, 2019
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December 31, 2018
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December 31, 2017
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Biomass-based diesel
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78%
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76%
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71%
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Petroleum-based diesel
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10%
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10%
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7%
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Property
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Nameplate1
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
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30
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45.7
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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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45.6
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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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37.9
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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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50.5
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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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47.7
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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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73.8
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2010
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Crude, High FFA and Refined
Oils and Fats
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Mason City, Iowa
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30
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38.5
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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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97.4
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2014
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Crude, High FFA and Refined
Oils and Fats
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Okeechobee, Florida 3
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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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108.8
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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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27.2
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2016
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Crude, High FFA and Refined
Oils and Fats
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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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23.9
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2016
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Crude, High FFA and Refined Oils and Fats
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Total
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505
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627.9
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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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Okeechobee is a demo-scale fermentation facility.
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2016
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2017
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2018
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2019
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2020
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2021
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Biomass-based diesel
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1.90 billion gallons
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2.00 billion gallons
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2.10 billion gallons
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2.10 billion gallons
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2.43 billion gallons
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2.43 billion gallons
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Total Advanced biofuels
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3.61 billion RINs*
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4.28 billion RINs*
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4.29 billion RINs*
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4.92 billion RINs*
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5.04 billion RINs*
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N/A
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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 a retailer’s incentive for blended fuel which has been modified over time. For 2018 through 2024, retailers earn $0.035 per gallon of 5%-10% biodiesel blends and $0.055 per gallons for 11% and above biodiesel blends. 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 11% and above biodiesel 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 Texas state excise tax, which results in a $0.20 per gallon incentive for 100% pure biodiesel.
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Minnesota
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Minnesota law requires a 5% biodiesel blend except during the summer months when a 20% blend is required.
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Washington
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Washington has adopted legislation requiring biomass-based diesel blends beginning at 2% biodiesel blends with incremental increases, provided certain feedstock or production minimums are met. In addition, Washington has a heating oil tax exemption for the portion of the heating oil that is biodiesel. Washington is also in the process of developing legislation on a low carbon fuel program.
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Pennsylvania
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Pennsylvania has adopted legislation requiring biomass-based diesel blends beginning at 2% biodiesel blends with incremental increases, provided certain feedstock or production minimums are met.
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City of New York/ New England
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In October 2016, the City of New York adopted legislation requiring 5% biomass-based diesel blends 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. Regional oil heat dealers will use 50% biomass-based diesel blends by 2030 to meet home heating requirements.
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North Dakota
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North Dakota offers a $0.05 per gallon sales tax incentive for retailers who sell 5% and above biodiesel blends.
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Municipal greenhouse gas reduction targets
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Many cities across the United States have set targets to reduce greenhouse gas emissions. This includes many cities with the goal of being carbon neutral by 2050.
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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, and 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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ITEM 1A.
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Risk Factors
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2019
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2018
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2017
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2016
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2015
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|||||
Petitions received
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23
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42
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37
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20
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14
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Petitions granted
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—
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31
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35
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19
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7
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Petitions denied or withdrawn
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—
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11
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2
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1
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7
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Petitions pending
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23
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—
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—
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—
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—
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Estimated volume of fuel exempted (million gallons)
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—
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13,420
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17,050
|
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7,841
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3,070
|
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Estimated Advanced Biofuel RVO Exempted (million RINs)
|
—
|
|
|
318
|
|
|
404
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|
|
157
|
|
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49
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Estimated Advanced Biofuel RVO Exempted (% of Advanced biofuels RVOs)
|
—
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%
|
|
7.4
|
%
|
|
9.4
|
%
|
|
4.3
|
%
|
|
1.7
|
%
|
•
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difficulty in integrating the operations and personnel of the acquired company;
|
•
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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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the diversion of management’s attention from daily operations to the integration of acquired businesses and personnel;
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•
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failure to achieve expected synergies and costs savings;
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•
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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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•
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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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•
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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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•
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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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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
|
•
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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;
|
•
|
challenges caused by distance, language and cultural differences;
|
•
|
protecting and enforcing our intellectual property rights;
|
•
|
difficulties in the assimilation and retention of employees;
|
•
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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;
|
•
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compliance with the U.S.'s Foreign Corrupt Practices Act and other similar anti-bribery and anti-corruption regulations;
|
•
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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;
|
•
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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;
|
•
|
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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actual or anticipated fluctuations in our financial condition and operating results;
|
•
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changes in the performance or market valuations of other companies engaged in our industry;
|
•
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issuance of new or updated research reports by securities or industry analysts;
|
•
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changes in financial estimates by us or of securities or industry analysts;
|
•
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investors’ general perception of us and the industry in which we operate;
|
•
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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;
|
•
|
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.
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ITEM 1B.
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Unresolved Staff Comments
|
ITEM 2.
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Properties
|
Location
|
|
Use
|
|
Nameplate
Production
Capacity
(mmgy)
|
Ralston, Iowa
|
|
Biodiesel production
|
|
30
|
Seabrook, Texas
|
|
Biodiesel production
|
|
35
|
Danville, Illinois
|
|
Biodiesel production
|
|
45
|
Newton, Iowa
|
|
Biodiesel production
|
|
30
|
Seneca, Illinois
|
|
Biodiesel production
|
|
60
|
Albert Lea, Minnesota
|
|
Biodiesel production
|
|
30
|
Mason City, Iowa
|
|
Biodiesel production
|
|
30
|
Geismar, Louisiana*
|
|
Renewable diesel production
|
|
75
|
Grays Harbor, Washington
|
|
Biodiesel production
|
|
100
|
DeForest, Wisconsin
|
|
Biodiesel production
|
|
20
|
Okeechobee, Florida
|
|
Fermentation facility
|
|
N/A
|
Location
|
|
Use
|
|
Nameplate
Production
Capacity
(mmgy)
|
Emden, Germany
|
|
Biodiesel production
|
|
27
|
Oeding, Germany
|
|
Biodiesel production
|
|
23
|
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
|
|
12/31/2014
|
|
|
12/31/2015
|
|
|
12/31/2016
|
|
|
12/31/2017
|
|
|
12/31/2018
|
|
|
12/31/2019
|
|
||||||
REGI
|
$
|
100.00
|
|
|
$
|
95.67
|
|
|
$
|
99.90
|
|
|
$
|
121.52
|
|
|
$
|
264.68
|
|
|
$
|
277.55
|
|
Elements MLCX Biofuels ETN
|
100.00
|
|
|
85.52
|
|
|
87.23
|
|
|
79.82
|
|
|
71.38
|
|
|
70.13
|
|
||||||
Russell 3000
|
100.00
|
|
|
98.53
|
|
|
108.79
|
|
|
129.30
|
|
|
120.26
|
|
|
154.58
|
|
||||||
S&P SmallCap 600
|
100.00
|
|
|
96.64
|
|
|
120.56
|
|
|
134.70
|
|
|
121.56
|
|
|
146.92
|
|
ITEM 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019 (1)
|
|
2018 (2)
|
|
2017 (3)
|
|
2016 (4)
|
|
2015 (5)
|
||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues from continuing operations
|
$
|
2,641,393
|
|
|
$
|
2,382,987
|
|
|
$
|
2,154,655
|
|
|
$
|
2,039,232
|
|
|
$
|
1,387,344
|
|
Net income (loss) from continuing operations attributable to the company's common stockholders
|
381,112
|
|
|
295,804
|
|
|
(66,279
|
)
|
|
62,204
|
|
|
(105,088
|
)
|
|||||
Net loss from discontinued operations attributable to the company's common stockholders
|
(9,667
|
)
|
|
(11,312
|
)
|
|
(12,800
|
)
|
|
(19,128
|
)
|
|
(46,303
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share from continuing operations attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
9.95
|
|
|
$
|
7.85
|
|
|
$
|
(1.71
|
)
|
|
$
|
1.52
|
|
|
$
|
(2.39
|
)
|
Diluted
|
$
|
9.01
|
|
|
$
|
6.78
|
|
|
$
|
(1.71
|
)
|
|
$
|
1.52
|
|
|
$
|
(2.39
|
)
|
Net loss per share from discontinued operations attributable to common stockholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.25
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(1.05
|
)
|
Diluted
|
$
|
(0.25
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(1.05
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,785,349
|
|
|
$
|
1,107,096
|
|
|
$
|
1,005,596
|
|
|
$
|
1,136,603
|
|
|
$
|
1,223,620
|
|
Long-term debt
|
$
|
26,130
|
|
|
$
|
33,421
|
|
|
$
|
208,536
|
|
|
$
|
196,203
|
|
|
$
|
247,251
|
|
(1)
|
In the first quarter of 2019, we adopted Accounting Standards Update ("ASU") 2016-02, Topic 842, Leases. The implementation of the new standard introduces a lessee model that brings most leases on the balance sheet. There was also a negative impact to beginning retained earnings of $6,516 related to the impairment of a leased asset. The 2019 Convertible Senior Notes matured on June 15, 2019. We paid $67,380 in cash to settle the outstanding principal amount of the debt and issued 1,902,781 treasury shares to settle the conversion value that was in excess of the principal. The long-term debt at December 31, 2019 does not include the 2036 Convertible Senior Notes of $69,668 that were reclassified to current as the early conversion event was met based on our stock price. In May 2019, we entered into an agreement to sell REG Life Sciences core assets and business. In August 2019, we closed the New Boston, Texas biorefinery. There was an impairment charge associated with the closing of the New Boston refinery of $11,145. In December 2019, the BTC was retroactively reinstated for 2019 and 2018, and will be in effect until December 31, 2022. The net benefit of the retroactive reinstatement of the 2019 and 2018 BTC was $260,850 and $238,564 for the business conducted in 2019 and 2018, respectively, and was recognized in the results of operations in the fourth quarter of 2019.
|
(2)
|
The long-term debt at December 31, 2018 did not include the 2019 Convertible Senior Notes of $66,361 that became due in June 2019 and the 2036 Convertible Senior Notes of $75,477 that was reclassified to current as the early conversion event was met based on our stock price. In the fourth quarter of 2018, our Board of Directors authorized us to pursue a plan to sell the REG Life Sciences' core assets and business, which represents a strategic shift in our business. As a result, REG Life Sciences business, valued at selling price less estimated costs to sell, are classified as discontinued operations since 2018.
|
(3)
|
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 12, respectively, of Item 8 - Financial Statements and Supplementary Data.
|
(4)
|
Includes issuance of the convertible senior notes on June 2, 2016 as further described in Note 11 and Note 2, respectively, of Item 8 - Financial Statements and Supplementary Data. Also includes impact of the impairment of our Emporia facility.
|
(5)
|
Includes the impact of a full write-off of goodwill in the Biomass-based Diesel and Renewable Chemicals reporting units.
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
the operations of the following biomass-based diesel production refineries as included in Item 2 of Part I of this document, except for the fermentation facility in Okeechobee, Florida;
|
•
|
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
|
||||||||||
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
||
Biomass-based diesel RINs
|
7,196,022
|
|
|
12,561,167
|
|
|
$
|
0.40
|
|
|
$
|
0.55
|
|
Advanced biofuels RINs
|
2,008,689
|
|
|
3,907,803
|
|
|
$
|
0.40
|
|
|
$
|
0.51
|
|
|
Quantity
|
|
OPIS Median Closing Price per LCFS Credit
|
||||||||||
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
||
California LCFS
|
2,366
|
|
|
29,800
|
|
|
$
|
205.50
|
|
|
$
|
195.00
|
|
Oregon LCFS
|
4,073
|
|
|
25,900
|
|
|
$
|
152.50
|
|
|
$
|
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 upgrade or 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
|
(1)
|
Used cooking oil prices ("UCO") 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 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 (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
|
2019
|
|
4.87 billion RINs
|
|
4.92 billion RINs*
|
|
**
|
•
|
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;
|
•
|
resale of finished biomass-based diesel, renewable 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 biomass-based diesel;
|
•
|
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.
|
•
|
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 fuel 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.
|
|
Twelve Months Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Gallons sold
|
700.3
|
|
|
649.2
|
|
||
Average biomass-based diesel price per gallon (ASP excluding BTC net benefit of $2.75 and $3.03 for the years ended December 31, 2019 and 2018, respectively)
|
$
|
3.65
|
|
|
$
|
3.43
|
|
|
|
|
|
||||
Revenues from continuing operations
|
$
|
2,641,393
|
|
|
$
|
2,382,987
|
|
Costs of goods sold from continuing operations
|
2,111,324
|
|
|
1,962,996
|
|
||
Gross profit from continuing operations
|
530,069
|
|
|
419,991
|
|
||
Selling, general and administrative expenses
|
118,209
|
|
|
106,739
|
|
||
Impairment of property, plant and equipment
|
12,208
|
|
|
879
|
|
||
Income from operations
|
399,652
|
|
|
312,373
|
|
||
Other expense, net
|
(10,491
|
)
|
|
(2,874
|
)
|
||
Income tax benefit (expense)
|
570
|
|
|
(5,871
|
)
|
||
Net income from continuing operations
|
389,731
|
|
|
303,628
|
|
||
Net loss from discontinued operations
|
(9,667
|
)
|
|
(11,312
|
)
|
||
Net income
|
380,064
|
|
|
292,316
|
|
||
|
|
|
|
||||
Effects of participating share-based awards on continuing operations
|
(8,619
|
)
|
|
(7,824
|
)
|
||
Net income from continuing operations available to common stockholders
|
$
|
381,112
|
|
|
$
|
295,804
|
|
Net loss from discontinued operations attributable to common stockholders
|
$
|
(9,667
|
)
|
|
$
|
(11,312
|
)
|
|
Twelve Months Ended
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Gallons sold
|
649.2
|
|
|
586.7
|
|
||
Average biomass-based diesel price per gallon (ASP excluding BTC net benefit of $3.03 for the year ended December 31, 2018)
|
$
|
3.43
|
|
|
$
|
3.06
|
|
|
|
|
|
||||
Revenues from continuing operations
|
$
|
2,382,987
|
|
|
$
|
2,154,655
|
|
Costs of goods sold from continuing operations
|
1,962,996
|
|
|
2,070,301
|
|
||
Gross profit from continuing operations
|
419,991
|
|
|
84,354
|
|
||
Selling, general and administrative expenses
|
106,739
|
|
|
95,843
|
|
||
Impairment of property, plant and equipment
|
879
|
|
|
49,873
|
|
||
Income (loss) from operations
|
312,373
|
|
|
(61,362
|
)
|
||
Other income (expense), net
|
(2,874
|
)
|
|
(35,407
|
)
|
||
Income tax benefit (expense)
|
(5,871
|
)
|
|
30,490
|
|
||
Net income (loss) from continuing operations
|
303,628
|
|
|
(66,279
|
)
|
||
Net loss from discontinued operations
|
(11,312
|
)
|
|
(12,800
|
)
|
||
Net income (loss)
|
292,316
|
|
|
(79,079
|
)
|
||
|
|
|
|
||||
Effects of participating share-based awards on continuing operations
|
(7,824
|
)
|
|
—
|
|
||
Net income (loss) from continuing operations available to common stockholders
|
$
|
295,804
|
|
|
$
|
(66,279
|
)
|
Net loss from discontinued operations available to common stockholders
|
$
|
(11,312
|
)
|
|
$
|
(12,800
|
)
|
(In thousands)
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||||||||||||
|
1Q-2019
|
|
2Q-2019
|
|
3Q-2019
|
|
4Q-2019
|
|
2019
|
|
1Q-2018
|
|
2Q-2018
|
|
3Q-2018
|
|
4Q-2018
|
|
2018
|
||||||||||||||||||||
Net income (loss) from continuing operations
|
$
|
(41,387
|
)
|
|
$
|
(57,635
|
)
|
|
$
|
(13,753
|
)
|
|
$
|
502,506
|
|
|
$
|
389,731
|
|
|
$
|
217,844
|
|
|
$
|
29,042
|
|
|
$
|
25,472
|
|
|
$
|
31,270
|
|
|
$
|
303,628
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Interest expense
|
4,219
|
|
|
3,737
|
|
|
2,866
|
|
|
1,354
|
|
|
12,176
|
|
|
4,651
|
|
|
4,925
|
|
|
4,003
|
|
|
3,955
|
|
|
17,534
|
|
||||||||||
Income tax (benefit) expense
|
(430
|
)
|
|
(90
|
)
|
|
(629
|
)
|
|
579
|
|
|
(570
|
)
|
|
(1,203
|
)
|
|
3,835
|
|
|
854
|
|
|
2,385
|
|
|
5,871
|
|
||||||||||
Depreciation
|
9,099
|
|
|
9,142
|
|
|
9,107
|
|
|
8,950
|
|
|
36,298
|
|
|
8,739
|
|
|
9,004
|
|
|
8,977
|
|
|
9,604
|
|
|
36,324
|
|
||||||||||
Amortization of intangible assets
|
334
|
|
|
510
|
|
|
397
|
|
|
391
|
|
|
1,632
|
|
|
42
|
|
|
44
|
|
|
52
|
|
|
45
|
|
|
183
|
|
||||||||||
EBITDA
|
(28,165
|
)
|
|
(44,336
|
)
|
|
(2,012
|
)
|
|
513,780
|
|
|
439,267
|
|
|
230,073
|
|
|
46,850
|
|
|
39,358
|
|
|
47,259
|
|
|
363,540
|
|
||||||||||
Gain on involuntary conversion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,000
|
)
|
|
(454
|
)
|
|
—
|
|
|
(3
|
)
|
|
(4,457
|
)
|
||||||||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(990
|
)
|
|
—
|
|
|
(13
|
)
|
|
(2
|
)
|
|
(1,005
|
)
|
||||||||||
Change in fair value of contingent consideration
|
304
|
|
|
398
|
|
|
(136
|
)
|
|
—
|
|
|
566
|
|
|
458
|
|
|
30
|
|
|
185
|
|
|
444
|
|
|
1,117
|
|
||||||||||
(Gain) loss on debt extinguishment
|
2
|
|
|
—
|
|
|
—
|
|
|
(490
|
)
|
|
(488
|
)
|
|
232
|
|
|
(2,337
|
)
|
|
(788
|
)
|
|
(3,404
|
)
|
|
(6,297
|
)
|
||||||||||
Other expense, net
|
(854
|
)
|
|
(691
|
)
|
|
(179
|
)
|
|
(39
|
)
|
|
(1,763
|
)
|
|
(225
|
)
|
|
(2,067
|
)
|
|
(486
|
)
|
|
(1,240
|
)
|
|
(4,018
|
)
|
||||||||||
Impairment of assets
|
—
|
|
|
468
|
|
|
11,145
|
|
|
595
|
|
|
12,208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
879
|
|
|
879
|
|
||||||||||
Straight-line lease expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(3
|
)
|
|
(61
|
)
|
|
(31
|
)
|
|
(128
|
)
|
||||||||||
Executive severance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
215
|
|
||||||||||
Non-cash stock compensation
|
1,353
|
|
|
1,824
|
|
|
1,804
|
|
|
1,726
|
|
|
6,707
|
|
|
1,794
|
|
|
2,203
|
|
|
1,227
|
|
|
1,188
|
|
|
6,412
|
|
||||||||||
Adjusted EBITDA excluding BTC allocation
|
$
|
(27,360
|
)
|
|
$
|
(42,337
|
)
|
|
$
|
10,622
|
|
|
$
|
515,572
|
|
|
$
|
456,497
|
|
|
$
|
227,474
|
|
|
$
|
44,272
|
|
|
$
|
39,422
|
|
|
$
|
45,090
|
|
|
$
|
356,258
|
|
Biodiesel tax credit 2017(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(206,521
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(206,521
|
)
|
||||||||||
Biodiesel tax credit 2018(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(238,564
|
)
|
|
(238,564
|
)
|
|
42,847
|
|
|
66,499
|
|
|
71,140
|
|
|
58,078
|
|
|
238,564
|
|
||||||||||
Biodiesel tax credit 2019(2)
|
56,385
|
|
|
78,493
|
|
|
77,168
|
|
|
(212,046
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjusted EBITDA
|
$
|
29,025
|
|
|
$
|
36,156
|
|
|
$
|
87,790
|
|
|
$
|
64,962
|
|
|
$
|
217,933
|
|
|
$
|
63,800
|
|
|
$
|
110,771
|
|
|
$
|
110,562
|
|
|
$
|
103,168
|
|
|
$
|
388,301
|
|
•
|
Adjusted EBITDA does not reflect our cash expenditures or the impact of certain cash charges that we consider not to be an indication of our ongoing operations;
|
•
|
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital requirements;
|
•
|
Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements;
|
•
|
stock-based compensation expense is an important element of our long term incentive compensation program, although we have excluded it as an expense when evaluating our operating performance; and
|
•
|
other companies, including other companies in our industry, may calculate these measures differently than we do, limiting their usefulness as a comparative measure.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
2.75% Convertible Senior Notes, matured and paid in June 2019
|
$
|
—
|
|
|
$
|
66,361
|
|
4.00% Convertible Senior Notes, $89,627 face amount, due in June 2036
|
69,668
|
|
|
75,477
|
|
||
REG Danville term loan, secured, variable interest rate of LIBOR plus 4%, due in July 2022
|
6,468
|
|
|
8,964
|
|
||
REG Ralston term loan, variable interest rate of LIBOR plus 2.25%, due in October 2025
|
15,980
|
|
|
18,948
|
|
||
REG Grays Harbor term loan, variable interest of minimum 3.5% or Prime Rate plus 0.25%, due in May 2022
|
6,966
|
|
|
8,828
|
|
||
REG Capital term loan, fixed interest rate of 3.99%, due in January 2028
|
6,929
|
|
|
7,185
|
|
||
Other
|
33
|
|
|
54
|
|
||
Total debt before debt issuance costs
|
$
|
106,044
|
|
|
$
|
185,817
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Amount outstanding under lines of credit
|
$
|
76,990
|
|
|
$
|
14,250
|
|
Maximum available to be borrowed under lines of credit
|
$
|
101,485
|
|
|
$
|
114,889
|
|
|
Year Ended
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Cash provided from (used in) operations
|
$
|
(46,708
|
)
|
|
$
|
365,534
|
|
|
$
|
29,796
|
|
Cash provided from (used in) investing activities
|
5,670
|
|
|
(97,197
|
)
|
|
(63,869
|
)
|
|||
Cash used in financing activities
|
(32,052
|
)
|
|
(219,205
|
)
|
|
(10,158
|
)
|
|||
Net change in cash, cash equivalents and restricted cash
|
(73,090
|
)
|
|
49,132
|
|
|
(44,231
|
)
|
|||
Cash, cash equivalents and restricted cash end of period
|
$
|
53,436
|
|
|
$
|
126,575
|
|
|
$
|
77,627
|
|
|
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)
|
$
|
127,265
|
|
|
$
|
78,505
|
|
|
$
|
16,056
|
|
|
$
|
9,918
|
|
|
$
|
22,786
|
|
Operating Lease Obligations (2)
|
53,087
|
|
|
17,252
|
|
|
18,620
|
|
|
5,607
|
|
|
11,608
|
|
|||||
Purchase Obligations (3)
|
13,089
|
|
|
3,298
|
|
|
5,952
|
|
|
3,839
|
|
|
—
|
|
|||||
|
$
|
193,441
|
|
|
$
|
99,055
|
|
|
$
|
40,628
|
|
|
$
|
19,364
|
|
|
$
|
34,394
|
|
(1)
|
See Note 11 of Item 8 for additional detail. Includes fixed interest associated with these obligations. The 2036 convertible senior notes, although not contractually mature in 2020 are convertible at the option of the holder and therefore represented as a contractual obligation in 2020. The amounts included in the "Less than 1 Year" and "Years 1-3", related to the debt held by REG Danville that was subsequently repaid in January 2020 was $2,496 and $3,972, respectively. The amount in the "Less Than 1 Year" column includes the term debt and related interest at REG Danville and REG Grays Harbor amounting to $6,468 and $7,526, respectively, that was fully repaid in January 2020.
|
(2)
|
Operating lease obligations consist of leases of distribution terminals, biomass-based diesel storage facilities, railcars, vehicles, office buildings, and office equipment.
|
(3)
|
Purchase obligations for our production facilities.
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
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
|
700.3
|
|
|
gallons
|
|
10%
|
|
$
|
(255.6
|
)
|
|
(48.2
|
)%
|
Total Lower-Cost Feedstocks
|
2,804.2
|
|
|
pounds
|
|
10%
|
|
$
|
(74.3
|
)
|
|
(14.0
|
)%
|
Total Canola Oil
|
573.5
|
|
|
pounds
|
|
10%
|
|
$
|
(18.7
|
)
|
|
(3.5
|
)%
|
Total Soy Oil
|
573.3
|
|
|
pounds
|
|
10%
|
|
$
|
(17.8
|
)
|
|
(3.4
|
)%
|
ITEM 8.
|
Financial Statements and Supplementary Data
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
50,436
|
|
|
$
|
123,575
|
|
Marketable securities
|
—
|
|
|
50,932
|
|
||
Accounts receivable (net of allowance for doubtful accounts of $1,001 and $673, respectively)
|
858,922
|
|
|
74,551
|
|
||
Inventories
|
161,429
|
|
|
168,900
|
|
||
Prepaid expenses and other assets
|
35,473
|
|
|
41,169
|
|
||
Restricted cash
|
3,000
|
|
|
3,000
|
|
||
Current assets held for sale
|
—
|
|
|
3,250
|
|
||
Total current assets
|
1,109,260
|
|
|
465,377
|
|
||
Property, plant and equipment, net
|
584,577
|
|
|
590,723
|
|
||
Right of use assets
|
36,899
|
|
|
—
|
|
||
Goodwill
|
16,080
|
|
|
16,080
|
|
||
Intangible assets, net
|
12,018
|
|
|
13,646
|
|
||
Other assets
|
26,515
|
|
|
21,270
|
|
||
TOTAL ASSETS
|
$
|
1,785,349
|
|
|
$
|
1,107,096
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Revolving lines of credit
|
$
|
76,990
|
|
|
$
|
14,250
|
|
Current maturities of long-term debt
|
77,131
|
|
|
149,006
|
|
||
Current maturities of operating lease obligations
|
15,690
|
|
|
—
|
|
||
Accounts payable
|
369,213
|
|
|
95,866
|
|
||
Accrued expenses and other liabilities
|
40,776
|
|
|
35,256
|
|
||
Deferred revenue
|
8,620
|
|
|
300
|
|
||
Total current liabilities
|
588,420
|
|
|
294,678
|
|
||
Deferred income taxes
|
6,975
|
|
|
8,410
|
|
||
Long-term debt (net of debt issuance costs of $2,783 and $3,390, respectively)
|
26,130
|
|
|
33,421
|
|
||
Long-term operating lease obligations
|
30,413
|
|
|
—
|
|
||
Other liabilities
|
1,505
|
|
|
5,334
|
|
||
Total liabilities
|
653,443
|
|
|
341,843
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 19)
|
|
|
|
||||
EQUITY:
|
|
|
|
||||
Common stock ($.0001 par value; 300,000,000 shares authorized; 38,967,079 and 37,318,942 shares outstanding, respectively)
|
5
|
|
|
5
|
|
||
Common stock—additional paid-in-capital
|
438,591
|
|
|
451,427
|
|
||
Retained earnings
|
800,792
|
|
|
427,244
|
|
||
Accumulated other comprehensive loss
|
(1,994
|
)
|
|
(1,656
|
)
|
||
Treasury stock (10,403,798 and 11,524,975 shares, respectively)
|
(105,488
|
)
|
|
(111,767
|
)
|
||
Total equity attributable to the Company's shareholders
|
1,131,906
|
|
|
765,253
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
1,785,349
|
|
|
$
|
1,107,096
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
REVENUES:
|
|
|
|
|
|
||||||
Biomass-based diesel sales
|
$
|
1,875,076
|
|
|
$
|
1,875,316
|
|
|
$
|
1,787,308
|
|
Separated RIN sales
|
98,285
|
|
|
137,895
|
|
|
337,501
|
|
|||
Biomass-based diesel government incentives
|
666,392
|
|
|
367,490
|
|
|
28,728
|
|
|||
|
2,639,753
|
|
|
2,380,701
|
|
|
2,153,537
|
|
|||
Other revenues
|
1,640
|
|
|
2,286
|
|
|
1,118
|
|
|||
|
2,641,393
|
|
|
2,382,987
|
|
|
2,154,655
|
|
|||
COSTS OF GOODS SOLD:
|
|
|
|
|
|
||||||
Biomass-based diesel
|
2,072,139
|
|
|
1,887,292
|
|
|
1,805,408
|
|
|||
Separated RINs
|
39,174
|
|
|
75,704
|
|
|
264,765
|
|
|||
Other costs of goods sold
|
11
|
|
|
—
|
|
|
128
|
|
|||
|
2,111,324
|
|
|
1,962,996
|
|
|
2,070,301
|
|
|||
GROSS PROFIT
|
530,069
|
|
|
419,991
|
|
|
84,354
|
|
|||
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
|
118,209
|
|
|
106,739
|
|
|
95,843
|
|
|||
IMPAIRMENT OF PROPERTY, PLANT, AND EQUIPMENT
|
12,208
|
|
|
879
|
|
|
49,873
|
|
|||
INCOME (LOSS) FROM OPERATIONS
|
399,652
|
|
|
312,373
|
|
|
(61,362
|
)
|
|||
OTHER INCOME (EXPENSE), NET:
|
|
|
|
|
|
||||||
Change in fair value of contingent consideration
|
(566
|
)
|
|
(1,117
|
)
|
|
(2,151
|
)
|
|||
Change in fair value of convertible debt conversion liability
|
—
|
|
|
—
|
|
|
(18,833
|
)
|
|||
Gain on debt extinguishment
|
488
|
|
|
6,297
|
|
|
—
|
|
|||
Gain on involuntary conversion
|
—
|
|
|
4,457
|
|
|
5,329
|
|
|||
Other income (expense)
|
1,763
|
|
|
5,023
|
|
|
(997
|
)
|
|||
Interest expense
|
(12,176
|
)
|
|
(17,534
|
)
|
|
(18,755
|
)
|
|||
|
(10,491
|
)
|
|
(2,874
|
)
|
|
(35,407
|
)
|
|||
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
389,161
|
|
|
309,499
|
|
|
(96,769
|
)
|
|||
INCOME TAX BENEFIT (EXPENSE)
|
570
|
|
|
(5,871
|
)
|
|
30,490
|
|
|||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS
|
389,731
|
|
|
303,628
|
|
|
(66,279
|
)
|
|||
DISCONTINUED OPERATIONS (NOTE 6):
|
|
|
|
|
|
||||||
Loss on operations of discontinued operations
|
(9,667
|
)
|
|
(86
|
)
|
|
(12,800
|
)
|
|||
Impairment loss on assets classified as held for sale
|
—
|
|
|
(11,226
|
)
|
|
—
|
|
|||
NET LOSS ON DISCONTINUED OPERATIONS
|
(9,667
|
)
|
|
(11,312
|
)
|
|
(12,800
|
)
|
|||
NET INCOME (LOSS)
|
380,064
|
|
|
292,316
|
|
|
(79,079
|
)
|
|||
|
|
|
|
|
|
||||||
LESS—EFFECT OF PARTICIPATING SHARE-BASED AWARDS ON CONTINUING OPERATIONS
|
(8,619
|
)
|
|
(7,824
|
)
|
|
—
|
|
|||
NET INCOME (LOSS) FROM CONTINUING OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS
|
$
|
381,112
|
|
|
$
|
295,804
|
|
|
$
|
(66,279
|
)
|
NET LOSS FROM DISCONTINUED OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS
|
$
|
(9,667
|
)
|
|
$
|
(11,312
|
)
|
|
$
|
(12,800
|
)
|
Basic net income (loss) per share available to common stockholders
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
9.95
|
|
|
$
|
7.85
|
|
|
$
|
(1.71
|
)
|
Discontinued operations
|
$
|
(0.25
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.33
|
)
|
Net income (loss) per share
|
$
|
9.71
|
|
|
$
|
7.56
|
|
|
$
|
(2.04
|
)
|
Diluted net income (loss) per share available to common stockholders
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
9.01
|
|
|
$
|
6.78
|
|
|
$
|
(1.71
|
)
|
Discontinued operations
|
$
|
(0.25
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.33
|
)
|
Net income (loss) per share
|
$
|
8.78
|
|
|
$
|
6.52
|
|
|
$
|
(2.04
|
)
|
Weighted-average shares used to compute basic net income (loss) per share available to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
38,288,610
|
|
|
37,687,552
|
|
|
38,731,015
|
|
|||
Weighted-average shares used to compute diluted net income (loss) per share available to common stockholders:
|
|
|
|
|
|
||||||
Continuing operations
|
42,320,980
|
|
|
43,653,720
|
|
|
38,731,015
|
|
|||
Discontinued operations
|
38,288,610
|
|
|
37,687,552
|
|
|
38,731,015
|
|
|||
Net income (loss)
|
42,320,980
|
|
|
43,653,720
|
|
|
38,731,015
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
$
|
380,064
|
|
|
$
|
292,316
|
|
|
$
|
(79,079
|
)
|
Unrealized losses on marketable securities, net of taxes of $0, $0 and $0, respectively
|
—
|
|
|
(28
|
)
|
|
—
|
|
|||
Foreign currency translation adjustments
|
(338
|
)
|
|
(1,906
|
)
|
|
6,029
|
|
|||
Other comprehensive income (loss)
|
(338
|
)
|
|
(1,934
|
)
|
|
6,029
|
|
|||
Comprehensive income (loss)
|
$
|
379,726
|
|
|
$
|
290,382
|
|
|
$
|
(73,050
|
)
|
|
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, 2017
|
38,553,413
|
|
|
$
|
5
|
|
|
$
|
480,906
|
|
|
$
|
214,007
|
|
|
$
|
(5,751
|
)
|
|
$
|
(81,824
|
)
|
|
$
|
2,831
|
|
|
$
|
610,174
|
|
Conversion of restricted stock units to common stock (net of 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
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
|
|||||||
Conversion of restricted stock units to common stock (net of 146,999 shares of treasury stock purchased)
|
293,717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,280
|
)
|
|
—
|
|
|
(2,280
|
)
|
|||||||
Settlement of stock appreciation rights in common stock (net of 62,866 shares of treasury stock purchased)
|
140,332
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,191
|
)
|
|
—
|
|
|
(1,191
|
)
|
|||||||
Convertible debt extinguishment impact (net of tax of $5,498)
|
—
|
|
|
—
|
|
|
(70,689
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,689
|
)
|
|||||||
Treasury stock repurchases
|
(1,937,844
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,048
|
)
|
|
—
|
|
|
(25,048
|
)
|
|||||||
Partial termination of capped call options
|
(15,012
|
)
|
|
—
|
|
|
252
|
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|
—
|
|
|
85
|
|
|||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
6,412
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,412
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,906
|
)
|
|
—
|
|
|
—
|
|
|
(1,906
|
)
|
|||||||
Net change in unrealized losses on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
292,316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
292,316
|
|
|||||||
BALANCE, December 31, 2018
|
37,318,942
|
|
|
5
|
|
|
451,427
|
|
|
427,244
|
|
|
(1,656
|
)
|
|
(111,767
|
)
|
|
—
|
|
|
765,253
|
|
|||||||
Conversion of restricted stock units to common stock (net of 140,592 shares of treasury stock purchased)
|
345,655
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,317
|
)
|
|
—
|
|
|
(3,317
|
)
|
|||||||
Settlement of stock appreciation rights in common stock (net of 14,367 shares of treasury stock purchased)
|
26,346
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
|
—
|
|
|
(232
|
)
|
|||||||
Convertible debt extinguishment impact (net of tax of $564)
|
—
|
|
|
—
|
|
|
(9,715
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,715
|
)
|
|||||||
Settlement of 2019 Convertible Debt in common stock, net of 1,902,781 shares of treasury stock
|
1,902,781
|
|
|
—
|
|
|
(18,779
|
)
|
|
—
|
|
|
—
|
|
|
18,779
|
|
|
—
|
|
|
—
|
|
|||||||
Unwind of capped call options
|
(626,645
|
)
|
|
—
|
|
|
8,982
|
|
|
—
|
|
|
—
|
|
|
(8,982
|
)
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
6,707
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,707
|
|
|||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(338
|
)
|
|
—
|
|
|
—
|
|
|
(338
|
)
|
|||||||
Adoption of ASC Topic 842, Leases
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,516
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,516
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
380,064
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
380,064
|
|
|||||||
BALANCE, December 31, 2019
|
38,967,079
|
|
|
$
|
5
|
|
|
$
|
438,591
|
|
|
$
|
800,792
|
|
|
$
|
(1,994
|
)
|
|
$
|
(105,488
|
)
|
|
$
|
—
|
|
|
$
|
1,131,906
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss) including noncontrolling interest
|
$
|
380,064
|
|
|
$
|
292,316
|
|
|
$
|
(79,079
|
)
|
Net loss from discontinuing operations
|
(9,667
|
)
|
|
(11,312
|
)
|
|
(12,800
|
)
|
|||
Net income (loss) from continuing operations
|
389,731
|
|
|
303,628
|
|
|
(66,279
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation expense
|
36,298
|
|
|
36,246
|
|
|
33,779
|
|
|||
Amortization expense of assets and liabilities, net
|
22,457
|
|
|
996
|
|
|
1,589
|
|
|||
Accretion of asset retirement obligations
|
51
|
|
|
47
|
|
|
62
|
|
|||
Accretion of convertible note discount
|
539
|
|
|
5,014
|
|
|
5,413
|
|
|||
Accretion of marketable securities
|
(146
|
)
|
|
(215
|
)
|
|
—
|
|
|||
Impairment of property, plant and equipment, net
|
12,208
|
|
|
879
|
|
|
49,873
|
|
|||
Provision (benefit) for doubtful accounts
|
447
|
|
|
(273
|
)
|
|
139
|
|
|||
Stock compensation expense
|
6,707
|
|
|
6,412
|
|
|
6,909
|
|
|||
Deferred tax expense (benefits)
|
(591
|
)
|
|
4,850
|
|
|
(30,088
|
)
|
|||
Change in fair value of contingent consideration
|
566
|
|
|
1,117
|
|
|
2,151
|
|
|||
Gain on involuntary conversion
|
—
|
|
|
(4,457
|
)
|
|
(5,329
|
)
|
|||
Gain on sales of assets
|
—
|
|
|
(974
|
)
|
|
—
|
|
|||
Change in fair value of convertible debt conversion liability
|
—
|
|
|
—
|
|
|
18,833
|
|
|||
Gain on debt extinguishment
|
(488
|
)
|
|
(6,297
|
)
|
|
—
|
|
|||
Other
|
11
|
|
|
593
|
|
|
246
|
|
|||
Changes in asset and liabilities, net of effects from mergers and acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(786,178
|
)
|
|
19,662
|
|
|
74,974
|
|
|||
Inventories
|
7,151
|
|
|
(34,066
|
)
|
|
12,029
|
|
|||
Prepaid expenses and other assets
|
11,089
|
|
|
41,250
|
|
|
2,491
|
|
|||
Accounts payable
|
263,208
|
|
|
14,221
|
|
|
(20,220
|
)
|
|||
Accrued expenses and other liabilities
|
16,505
|
|
|
(7,259
|
)
|
|
(18,802
|
)
|
|||
Operating lease obligations
|
(20,913
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred revenue
|
8,321
|
|
|
(1,918
|
)
|
|
(25,028
|
)
|
|||
Net cash flows (used in) provided from operating activities - continuing operations
|
(33,027
|
)
|
|
379,456
|
|
|
42,742
|
|
|||
Net cash flows used in operating activities - discontinued operations
|
(13,681
|
)
|
|
(13,922
|
)
|
|
(12,946
|
)
|
|||
Cash provided from (used in) operations
|
(46,708
|
)
|
|
365,534
|
|
|
29,796
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Cash paid for marketable securities
|
(3,478
|
)
|
|
(70,745
|
)
|
|
—
|
|
|||
Maturities of marketable securities
|
54,584
|
|
|
20,000
|
|
|
—
|
|
|||
Cash paid for purchase of property, plant and equipment
|
(42,518
|
)
|
|
(46,453
|
)
|
|
(67,557
|
)
|
|||
Insurance proceeds for asset impairments
|
—
|
|
|
4,464
|
|
|
8,000
|
|
|||
Cash receipts from disposal of fixed assets
|
—
|
|
|
1,647
|
|
|
—
|
|
|||
Cash paid for investments
|
(6,018
|
)
|
|
(974
|
)
|
|
(816
|
)
|
|||
Cash paid for acquisitions and additional interests, net of cash acquired
|
—
|
|
|
(4,801
|
)
|
|
(3,482
|
)
|
|||
Net cash flows provided by (used in) investing activities - continuing operations
|
2,570
|
|
|
(96,862
|
)
|
|
(63,855
|
)
|
|||
Net cash flows provided by (used in) investing activities - discontinued operations
|
3,100
|
|
|
(335
|
)
|
|
(14
|
)
|
|||
Cash provided from (used in) investing activities
|
5,670
|
|
|
(97,197
|
)
|
|
(63,869
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Net (repayments) borrowings on line of credit
|
70,091
|
|
|
(50,967
|
)
|
|
8,025
|
|
|||
Borrowing on other lines of credit
|
113,459
|
|
|
71,865
|
|
|
8,812
|
|
|||
Repayments on other lines of credits
|
(120,644
|
)
|
|
(69,267
|
)
|
|
(4,442
|
)
|
|||
Cash received for issuance of debt
|
—
|
|
|
14,034
|
|
|
23,575
|
|
|||
Cash paid on debt
|
(80,365
|
)
|
|
(143,516
|
)
|
|
(14,659
|
)
|
|||
Cash paid for debt issuance costs
|
(116
|
)
|
|
(697
|
)
|
|
(1,062
|
)
|
|||
Cash received on partial termination of capped call options
|
—
|
|
|
85
|
|
|
—
|
|
|||
Cash paid for treasury stock
|
—
|
|
|
(25,048
|
)
|
|
—
|
|
|||
Cash paid for contingent consideration
|
(10,427
|
)
|
|
(12,223
|
)
|
|
(29,150
|
)
|
|||
Cash paid for conversion of restricted stock units and stock appreciation rights
|
(3,550
|
)
|
|
(3,471
|
)
|
|
(1,257
|
)
|
|||
Other financing activities
|
(500
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash flows used in financing activities - continuing operations
|
(32,052
|
)
|
|
(219,205
|
)
|
|
(10,158
|
)
|
|||
Net cash flows provided from financing activities - discontinuing operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash used in financing activities
|
(32,052
|
)
|
|
(219,205
|
)
|
|
(10,158
|
)
|
|||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(73,090
|
)
|
|
49,132
|
|
|
(44,231
|
)
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH at Beginning of period
|
126,575
|
|
|
77,627
|
|
|
120,210
|
|
|||
Effect of exchange rate changes on cash
|
(49
|
)
|
|
(184
|
)
|
|
1,648
|
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH at End of period
|
$
|
53,436
|
|
|
$
|
126,575
|
|
|
$
|
77,627
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
740
|
|
|
$
|
910
|
|
|
$
|
252
|
|
Cash paid for interest
|
$
|
9,054
|
|
|
$
|
11,453
|
|
|
$
|
11,637
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
$
|
11,581
|
|
|
$
|
—
|
|
|
$
|
—
|
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Amounts included in period-end accounts payable for:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
$
|
3,641
|
|
|
$
|
3,459
|
|
|
$
|
7,688
|
|
Issuance costs
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
29
|
|
2036 Convertible Senior Notes settlement
|
$
|
9,402
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent consideration for acquisitions
|
$
|
—
|
|
|
$
|
482
|
|
|
$
|
—
|
|
Non-cash reclassification of the 2036 Convertible Notes conversion liability to additional paid in capital, net of tax impact
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,908
|
|
Issuance of treasury stock to settle 2019 Convertible Senior Notes conversion premium
|
$
|
(18,779
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Receipt in treasury stock for settlement of capped call option
|
$
|
8,952
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Cash and cash equivalents
|
$
|
50,436
|
|
|
$
|
123,575
|
|
|
$
|
77,627
|
|
Restricted cash
|
3,000
|
|
|
3,000
|
|
|
—
|
|
|||
Total cash, cash equivalents and restricted cash shown in the statement of cash flow
|
$
|
53,436
|
|
|
$
|
126,575
|
|
|
$
|
77,627
|
|
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
|
|
For the year ended December 31, 2019
|
|
For the year ended December 31, 2018
|
||||||||||||||||||||||||||||
|
Number of shares/Principal amount in $'000
|
|
June 2018 Program
|
|
January 2019 Program
|
|
Both Programs
|
|
Number of shares/Principal amount in $'000
|
|
December 2017 Program
|
|
June 2018 Program
|
|
Both Programs
|
||||||||||||||||
Repurchases of shares of common stock
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1,937,844
|
|
|
$
|
25,048
|
|
|
$
|
—
|
|
|
$
|
25,048
|
|
||
2019 Convertible Senior Notes Repurchases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,311
|
|
|
$
|
6,689
|
|
|
$
|
—
|
|
|
$
|
6,689
|
|
2036 Convertible Senior Notes Repurchases
|
$
|
6,673
|
|
|
$
|
7,435
|
|
|
$
|
7,203
|
|
|
$
|
14,638
|
|
|
$
|
55,700
|
|
|
$
|
43,263
|
|
|
$
|
67,565
|
|
|
$
|
110,828
|
|
•
|
sales of biodiesel and renewable diesel produced at our facilities, including RINs and LCFS credits;
|
•
|
resale of petroleum 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
|
||||||||||||||||||
Year ended December 31, 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 $157,896
|
$
|
1,400,973
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11,309
|
)
|
|
$
|
1,389,664
|
|
Petroleum and blended petroleum diesel sales
|
—
|
|
|
—
|
|
|
270,326
|
|
|
—
|
|
|
270,326
|
|
|||||
Other biomass-based diesel revenue
|
215,086
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215,086
|
|
|||||
Separated RIN sales
|
98,285
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,285
|
|
|||||
Other revenues
|
—
|
|
|
99,086
|
|
|
—
|
|
|
(97,446
|
)
|
|
1,640
|
|
|||||
Total revenues from contracts with customers
|
$
|
1,714,344
|
|
|
$
|
99,086
|
|
|
$
|
270,326
|
|
|
$
|
(108,755
|
)
|
|
$
|
1,975,001
|
|
Biomass-based diesel government incentives
|
666,392
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
666,392
|
|
|||||
Total revenues
|
$
|
2,380,736
|
|
|
$
|
99,086
|
|
|
$
|
270,326
|
|
|
$
|
(108,755
|
)
|
|
$
|
2,641,393
|
|
|
Reportable Segments
|
||||||||||||||||||
Year ended December 31, 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
|
$
|
1,474,459
|
|
|
$
|
—
|
|
|
$
|
9,682
|
|
|
$
|
(26,348
|
)
|
|
$
|
1,457,793
|
|
Petroleum and blended petroleum diesel sales
|
—
|
|
|
—
|
|
|
239,470
|
|
|
—
|
|
|
239,470
|
|
|||||
Other biomass-based diesel revenue
|
178,053
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178,053
|
|
|||||
Separated RIN sales
|
137,895
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,895
|
|
|||||
Other revenues
|
—
|
|
|
93,347
|
|
|
—
|
|
|
(91,061
|
)
|
|
2,286
|
|
|||||
Total revenues from contracts with customers
|
$
|
1,790,407
|
|
|
$
|
93,347
|
|
|
$
|
249,152
|
|
|
$
|
(117,409
|
)
|
|
$
|
2,015,497
|
|
Biomass-based diesel government incentives
|
367,490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
367,490
|
|
|||||
Total revenues
|
$
|
2,157,897
|
|
|
$
|
93,347
|
|
|
$
|
249,152
|
|
|
$
|
(117,409
|
)
|
|
$
|
2,382,987
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Trade accounts receivable
|
$
|
185,156
|
|
|
$
|
74,551
|
|
|
|
|
|
||||
Short-term contract liabilities (deferred revenue)
|
$
|
(631
|
)
|
|
$
|
(300
|
)
|
Short-term contract liabilities (accounts payable)
|
$
|
(255,193
|
)
|
|
$
|
—
|
|
|
January 1, 2019
|
|
Cash receipts
(Payments) |
|
Less: Impact on
Revenue |
|
Other
|
|
December 31, 2019
|
||||||||||
Deferred revenue
|
$
|
300
|
|
|
$
|
55,477
|
|
|
$
|
55,146
|
|
|
$
|
—
|
|
|
$
|
631
|
|
Payables to customers related to BTC
|
—
|
|
|
—
|
|
|
(255,193
|
)
|
|
—
|
|
|
255,193
|
|
|||||
|
$
|
300
|
|
|
$
|
55,477
|
|
|
$
|
(200,047
|
)
|
|
$
|
—
|
|
|
$
|
255,824
|
|
|
January 1, 2018
|
|
Cash receipts
(Payments) |
|
Less: Impact on
Revenue |
|
Other
|
|
December 31, 2018
|
||||||||||
Deferred revenue
|
$
|
2,218
|
|
|
$
|
27,264
|
|
|
$
|
29,179
|
|
|
$
|
(3
|
)
|
|
$
|
300
|
|
Payables to customers related to BTC
|
—
|
|
|
(150,776
|
)
|
|
(144,944
|
)
|
|
5,832
|
|
|
—
|
|
|||||
|
$
|
2,218
|
|
|
$
|
(123,512
|
)
|
|
$
|
(115,765
|
)
|
|
$
|
5,829
|
|
|
$
|
300
|
|
|
December 31, 2018
|
||||||||||||||||
|
Maturity
|
|
Gross Amortized Cost
|
|
Total Unrealized Gains
|
|
Total Unrealized Losses
|
|
Fair Value
|
||||||||
Commercial paper
|
Within one year
|
|
$
|
22,886
|
|
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
22,872
|
|
Corporate bonds
|
Within one year
|
|
28,074
|
|
|
—
|
|
|
(14
|
)
|
|
28,060
|
|
||||
Total
|
|
|
$
|
50,960
|
|
|
$
|
—
|
|
|
$
|
(28
|
)
|
|
$
|
50,932
|
|
|
2019
|
|
2018
|
||||
Raw materials
|
$
|
57,818
|
|
|
$
|
40,348
|
|
Work in process
|
3,605
|
|
|
3,840
|
|
||
Finished goods
|
100,006
|
|
|
124,712
|
|
||
Total
|
$
|
161,429
|
|
|
$
|
168,900
|
|
Discontinued Operations
|
|||||||||||
|
For the years ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Other revenues
|
$
|
1,786
|
|
|
$
|
5,856
|
|
|
$
|
3,588
|
|
Other costs of goods sold
|
(2,200
|
)
|
|
(4,697
|
)
|
|
(4,360
|
)
|
|||
Research and development expense
|
(8,056
|
)
|
|
(15,152
|
)
|
|
(11,673
|
)
|
|||
Other income (expense), net
|
53
|
|
|
13,907
|
|
|
(355
|
)
|
|||
Loss on sale of assets
|
(1,250
|
)
|
|
—
|
|
|
—
|
|
|||
Pre-tax loss from discontinued operations
|
(9,667
|
)
|
|
(86
|
)
|
|
(12,800
|
)
|
|||
Pre-tax impairment loss on assets classified as held for sale
|
—
|
|
|
(11,226
|
)
|
|
—
|
|
|||
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loss on discontinued operations
|
$
|
(9,667
|
)
|
|
$
|
(11,312
|
)
|
|
$
|
(12,800
|
)
|
|
2019
|
|
2018
|
||||
Machinery and equipment, net
|
$
|
—
|
|
|
$
|
824
|
|
In-process research and development
|
—
|
|
|
13,652
|
|
||
Impairment loss recognized on assets classified as held for sale
|
—
|
|
|
(11,226
|
)
|
||
Total assets classified as held for sale
|
$
|
—
|
|
|
$
|
3,250
|
|
|
2019
|
|
2018
|
||||
Land
|
$
|
10,037
|
|
|
$
|
10,649
|
|
Building and improvements
|
152,336
|
|
|
148,055
|
|
||
Leasehold improvements
|
11,692
|
|
|
11,364
|
|
||
Machinery and equipment
|
586,327
|
|
|
584,490
|
|
||
|
760,392
|
|
|
754,558
|
|
||
Accumulated depreciation
|
(238,427
|
)
|
|
(205,537
|
)
|
||
|
521,965
|
|
|
549,021
|
|
||
Construction in process
|
62,612
|
|
|
41,702
|
|
||
Total
|
$
|
584,577
|
|
|
$
|
590,723
|
|
|
December 31, 2019
|
||||||||||
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||
Raw material supply agreement
|
$
|
6,230
|
|
|
$
|
(3,368
|
)
|
|
$
|
2,862
|
|
Renewable diesel technology
|
8,300
|
|
|
(3,089
|
)
|
|
5,211
|
|
|||
Acquired customer relationships
|
4,747
|
|
|
(1,535
|
)
|
|
3,212
|
|
|||
Other intangible assets
|
904
|
|
|
(171
|
)
|
|
733
|
|
|||
Total intangible assets
|
$
|
20,181
|
|
|
$
|
(8,163
|
)
|
|
$
|
12,018
|
|
|
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
|
|
|||
Acquired customer relationships
|
4,747
|
|
|
(976
|
)
|
|
3,771
|
|
|||
Other intangible assets
|
904
|
|
|
(157
|
)
|
|
747
|
|
|||
Total intangible assets
|
$
|
20,181
|
|
|
$
|
(6,535
|
)
|
|
$
|
13,646
|
|
2020
|
$
|
1,682
|
|
2021
|
1,688
|
|
|
2022
|
1,681
|
|
|
2023
|
1,688
|
|
|
2024
|
1,695
|
|
|
Thereafter
|
3,584
|
|
|
Total
|
$
|
12,018
|
|
|
2019
|
|
2018
|
||||
Commodity derivatives and related collateral, net
|
$
|
6,140
|
|
|
$
|
13,799
|
|
Prepaid expenses
|
16,082
|
|
|
19,328
|
|
||
Deposits
|
3,519
|
|
|
2,123
|
|
||
RIN inventory
|
2,137
|
|
|
2,000
|
|
||
Taxes receivable
|
5,115
|
|
|
2,991
|
|
||
Other
|
2,480
|
|
|
928
|
|
||
Total
|
$
|
35,473
|
|
|
$
|
41,169
|
|
|
2019
|
|
2018
|
||||
Investments
|
$
|
19,205
|
|
|
$
|
13,053
|
|
Spare parts inventory
|
2,610
|
|
|
2,680
|
|
||
Catalysts
|
1,274
|
|
|
1,989
|
|
||
Deposits
|
552
|
|
|
381
|
|
||
Other
|
2,874
|
|
|
3,167
|
|
||
Total
|
$
|
26,515
|
|
|
$
|
21,270
|
|
|
2019
|
|
2018
|
||||
Accrued property taxes
|
$
|
1,717
|
|
|
$
|
1,534
|
|
Accrued employee compensation
|
21,315
|
|
|
17,226
|
|
||
Accrued interest
|
1,708
|
|
|
383
|
|
||
Contingent consideration, current portion
|
—
|
|
|
9,861
|
|
||
Unfavorable lease obligation, current portion
|
—
|
|
|
1,129
|
|
||
Tax payable
|
15,240
|
|
|
4,473
|
|
||
Other
|
796
|
|
|
650
|
|
||
Total
|
$
|
40,776
|
|
|
$
|
35,256
|
|
|
2019
|
|
2018
|
||||
Unfavorable lease obligation
|
$
|
—
|
|
|
$
|
2,259
|
|
Straight-line lease liability
|
—
|
|
|
1,439
|
|
||
Asset retirement obligations
|
691
|
|
|
640
|
|
||
Other
|
814
|
|
|
996
|
|
||
Total
|
$
|
1,505
|
|
|
$
|
5,334
|
|
|
2019
|
|
2018
|
||||
2.75% Convertible Senior Notes, matured and paid in June 2019
|
$
|
—
|
|
|
$
|
66,361
|
|
4.00% Convertible Senior Notes, $89,627 face amount, due in June 2036
|
69,668
|
|
|
75,477
|
|
||
REG Danville term loan, secured, variable interest rate of LIBOR plus 4%, due in July 2022
|
6,468
|
|
|
8,964
|
|
||
REG Ralston term loan, variable interest rate of LIBOR plus 2.25%, due in October 2025
|
15,980
|
|
|
18,948
|
|
||
REG Grays Harbor term loan, variable interest of minimum 3.5% or Prime Rate plus 0.25%, due in May 2022
|
6,966
|
|
|
8,828
|
|
||
REG Capital term loan, fixed interest rate of 3.99%, due in January 2028
|
6,929
|
|
|
7,185
|
|
||
Other
|
33
|
|
|
54
|
|
||
Total debt before debt issuance costs
|
106,044
|
|
|
185,817
|
|
||
Less: Current portion of long-term debt
|
77,131
|
|
|
149,006
|
|
||
Less: Debt issuance costs (net of accumulated amortization of $1,139 and $3,873, respectively)
|
2,783
|
|
|
3,390
|
|
||
Total long-term debt
|
$
|
26,130
|
|
|
$
|
33,421
|
|
|
2019
|
|
2018
|
||||
Total revolving loans (current)
|
$
|
76,990
|
|
|
$
|
14,250
|
|
Maximum remaining available to be borrowed under revolving lines of credit
|
$
|
101,485
|
|
|
$
|
114,889
|
|
2020
|
$
|
77,131
|
|
2021
|
7,560
|
|
|
2022
|
5,989
|
|
|
2023
|
3,875
|
|
|
2024
|
3,476
|
|
|
Thereafter
|
8,013
|
|
|
Total term debt
|
106,044
|
|
|
Less: current portion
|
77,131
|
|
|
Total long-term debt before debt issuance costs
|
$
|
28,913
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current income tax benefit (expense)
|
|
|
|
|
|
||||||
State
|
$
|
(12
|
)
|
|
$
|
(118
|
)
|
|
$
|
(45
|
)
|
Foreign
|
(33
|
)
|
|
(292
|
)
|
|
421
|
|
|||
|
(45
|
)
|
|
(410
|
)
|
|
376
|
|
|||
Deferred income tax benefit (expense)
|
|
|
|
|
|
||||||
Federal
|
(8,302
|
)
|
|
(12,878
|
)
|
|
22,619
|
|
|||
State
|
1,838
|
|
|
(2,851
|
)
|
|
10,282
|
|
|||
Foreign
|
1,494
|
|
|
2,914
|
|
|
2,674
|
|
|||
Change in enacted tax rates
|
—
|
|
|
—
|
|
|
(123,289
|
)
|
|||
Net operating loss carryforwards created
|
68,344
|
|
|
26,058
|
|
|
17,466
|
|
|||
|
63,374
|
|
|
13,243
|
|
|
(70,248
|
)
|
|||
Income tax benefit (expense) before valuation allowances
|
63,329
|
|
|
12,833
|
|
|
(69,872
|
)
|
|||
Deferred tax valuation allowances
|
(62,759
|
)
|
|
(18,704
|
)
|
|
100,362
|
|
|||
Income tax benefit (expense)
|
$
|
570
|
|
|
$
|
(5,871
|
)
|
|
$
|
30,490
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
U.S. Federal income tax expense at statutory rates of 21, 21 and 35 percent, respectively
|
$
|
(81,724
|
)
|
|
$
|
(62,619
|
)
|
|
$
|
38,349
|
|
State taxes, net of federal income tax benefit
|
12,342
|
|
|
1,618
|
|
|
8,160
|
|
|||
Tax position on government incentives
|
127,950
|
|
|
72,244
|
|
|
9,402
|
|
|||
Change in enacted tax rates
|
—
|
|
|
—
|
|
|
(123,289
|
)
|
|||
Research & development tax credit
|
2,703
|
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefits
|
(24
|
)
|
|
(272
|
)
|
|
—
|
|
|||
Other
|
2,082
|
|
|
1,862
|
|
|
(2,494
|
)
|
|||
Total benefit (expense) for income taxes before valuation allowances
|
63,329
|
|
|
12,833
|
|
|
(69,872
|
)
|
|||
Valuation allowances
|
(62,759
|
)
|
|
(18,704
|
)
|
|
100,362
|
|
|||
Total benefit (expense) for income taxes
|
$
|
570
|
|
|
$
|
(5,871
|
)
|
|
$
|
30,490
|
|
|
2019
|
|
2018
|
||||
Deferred Tax Assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
348,734
|
|
|
$
|
278,867
|
|
Goodwill
|
17,028
|
|
|
20,067
|
|
||
Capitalized research and development
|
—
|
|
|
8,650
|
|
||
Stock-based compensation
|
3,805
|
|
|
3,447
|
|
||
Interest expense carryforward
|
4,877
|
|
|
2,940
|
|
||
Tax credit carryforwards
|
4,330
|
|
|
1,597
|
|
||
Leases
|
11,364
|
|
|
—
|
|
||
Intangibles
|
1,530
|
|
|
—
|
|
||
Risk management unrealized loss
|
131
|
|
|
—
|
|
||
Accrued compensation
|
4,285
|
|
|
3,318
|
|
||
Inventory capitalization
|
2,442
|
|
|
1,921
|
|
||
Other
|
4,589
|
|
|
3,133
|
|
||
Deferred tax assets
|
403,115
|
|
|
323,940
|
|
||
Deferred Tax Liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(41,769
|
)
|
|
(38,324
|
)
|
||
Leases
|
(9,459
|
)
|
|
—
|
|
||
Convertible debt
|
(5,213
|
)
|
|
(5,648
|
)
|
||
Risk management unrealized gain
|
—
|
|
|
(2,649
|
)
|
||
Intangibles
|
—
|
|
|
949
|
|
||
Prepaid expenses
|
(2,106
|
)
|
|
(1,688
|
)
|
||
Deferred revenue
|
—
|
|
|
(583
|
)
|
||
Other
|
(1,086
|
)
|
|
(773
|
)
|
||
Deferred tax liabilities
|
(59,633
|
)
|
|
(48,716
|
)
|
||
Net deferred tax assets
|
343,482
|
|
|
275,224
|
|
||
Valuation allowance
|
(350,457
|
)
|
|
(283,634
|
)
|
||
Net deferred tax liabilities
|
$
|
(6,975
|
)
|
|
$
|
(8,410
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning of year balance
|
$
|
283,634
|
|
|
$
|
265,362
|
|
|
$
|
365,035
|
|
Changes in valuation allowance charged to income
|
65,284
|
|
|
18,704
|
|
|
36,639
|
|
|||
Change in enacted tax rates
|
—
|
|
|
—
|
|
|
(137,001
|
)
|
|||
Foreign currency translation
|
(164
|
)
|
|
(440
|
)
|
|
689
|
|
|||
Change in valuation allowance charged to OCI
|
(7
|
)
|
|
8
|
|
|
—
|
|
|||
Change in valuation allowance charged to equity
|
1,710
|
|
|
—
|
|
|
—
|
|
|||
End of year balance
|
$
|
350,457
|
|
|
$
|
283,634
|
|
|
$
|
265,362
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning of year balance
|
$
|
2,028
|
|
|
$
|
1,771
|
|
|
$
|
1,900
|
|
Increases to tax positions expected to be taken
|
732
|
|
|
—
|
|
|
—
|
|
|||
Increases to tax positions taken during prior years
|
24
|
|
|
272
|
|
|
—
|
|
|||
Decreases to tax positions taken during prior years
|
—
|
|
|
—
|
|
|
(129
|
)
|
|||
Foreign currency translation
|
(7
|
)
|
|
(15
|
)
|
|
—
|
|
|||
End of year balance
|
$
|
2,777
|
|
|
$
|
2,028
|
|
|
$
|
1,771
|
|
|
Number of
Awards
|
|
Weighted
Average Issue
Price
|
|||
Awards outstanding - January 1, 2017
|
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
|
|
Issued
|
425,150
|
|
|
$
|
13.23
|
|
Vested and restriction lapsed
|
(225,339
|
)
|
|
$
|
10.52
|
|
Forfeited
|
(65,928
|
)
|
|
$
|
10.52
|
|
Awards outstanding - December 31, 2018
|
1,022,274
|
|
|
$
|
13.04
|
|
Issued
|
277,711
|
|
|
$
|
21.76
|
|
Vested and restriction lapsed
|
(425,041
|
)
|
|
$
|
9.79
|
|
Forfeited
|
(89,779
|
)
|
|
$
|
11.85
|
|
Awards outstanding - December 31, 2019
|
785,165
|
|
|
$
|
18.02
|
|
|
Number of Awards
|
|
Weighted Average Issue Price
|
|||
Awards outstanding -January 1, 2017
|
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
|
|
Issued
|
171,580
|
|
|
$
|
9.63
|
|
Vested and restriction lapsed
|
(292,963
|
)
|
|
$
|
8.45
|
|
Forfeited
|
(25,650
|
)
|
|
$
|
9.83
|
|
Awards outstanding - December 31, 2018
|
208,085
|
|
|
$
|
12.68
|
|
Issued
|
148,118
|
|
|
$
|
19.31
|
|
Vested and restriction lapsed
|
(25,000
|
)
|
|
$
|
9.17
|
|
Forfeited
|
(8,739
|
)
|
|
$
|
12.90
|
|
Awards outstanding - December 31, 2019
|
322,464
|
|
|
$
|
15.99
|
|
|
Number of
SAR’s
|
|
Weighted Average
Exercise
Price
|
|
Weighted
Average
Contractual
Term
|
|||
SAR's outstanding - January 1, 2017
|
2,508,015
|
|
|
$
|
10.22
|
|
|
|
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
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
Exercised
|
(610,541
|
)
|
|
$
|
10.13
|
|
|
|
Forfeited
|
(54,051
|
)
|
|
$
|
11.08
|
|
|
|
SAR's outstanding - December 31, 2018
|
1,036,677
|
|
|
$
|
10.19
|
|
|
4.7 years
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
Exercised
|
(85,652
|
)
|
|
$
|
10.54
|
|
|
|
Forfeited
|
(50,723
|
)
|
|
$
|
10.82
|
|
|
|
SAR's outstanding - December 31, 2019
|
900,302
|
|
|
$
|
10.12
|
|
|
3.8 years
|
SAR's exercisable - December 31, 2019
|
879,494
|
|
|
$
|
10.16
|
|
|
3.8 years
|
SAR's expected to vest - December 31, 2019
|
20,808
|
|
|
$
|
8.57
|
|
|
3.8 years
|
|
2019
|
|
2018
|
|
2017
|
The weighted average fair value of stock appreciation rights issued (per unit)
|
$2.79 - $3.74
|
|
$2.79 - $3.74
|
|
$2.79 - $3.74
|
Dividend yield
|
—%
|
|
—%
|
|
—%
|
Weighted average risk-free interest rate
|
1.1% - 1.4%
|
|
1.1% - 1.4%
|
|
1.1% - 1.4%
|
Weighted average expected volatility
|
40%
|
|
40%
|
|
40%
|
Expected life in years
|
6.25
|
|
6.25
|
|
6.25
|
|
December 31, 2019
|
|
|
Lease expense:
|
|
||
Operating lease expenses
|
$
|
22,590
|
|
Variable lease expenses
|
1,237
|
|
|
Short-term and other lease expenses
|
1,305
|
|
|
Total lease expense
|
$
|
25,132
|
|
|
Total payments
|
|
Less: Discount
|
|
Operating lease obligation
|
||||||
2020
|
$
|
17,252
|
|
|
$
|
1,562
|
|
|
$
|
15,690
|
|
2021
|
13,953
|
|
|
1,089
|
|
|
12,864
|
|
|||
2022
|
4,667
|
|
|
719
|
|
|
3,948
|
|
|||
2023
|
3,525
|
|
|
573
|
|
|
2,952
|
|
|||
2024
|
2,082
|
|
|
475
|
|
|
1,607
|
|
|||
2025 and thereafter
|
11,608
|
|
|
2,566
|
|
|
9,042
|
|
|||
Total
|
$
|
53,087
|
|
|
$
|
6,984
|
|
|
$
|
46,103
|
|
|
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
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
Gross amounts of commodity derivative contracts recognized at fair value
|
$
|
1,633
|
|
|
$
|
4,749
|
|
|
$
|
11,843
|
|
|
$
|
1,799
|
|
Cash collateral
|
9,256
|
|
|
—
|
|
|
3,755
|
|
|
—
|
|
||||
Total gross amount recognized
|
10,889
|
|
|
4,749
|
|
|
15,598
|
|
|
1,799
|
|
||||
Gross amounts offset
|
(4,749
|
)
|
|
(4,749
|
)
|
|
(1,799
|
)
|
|
(1,799
|
)
|
||||
Net amount reported in the Consolidated Balance Sheets
|
$
|
6,140
|
|
|
$
|
—
|
|
|
$
|
13,799
|
|
|
$
|
—
|
|
|
Location of Gain (Loss)
Recognized in income |
|
2019
|
|
2018
|
|
2017
|
||||||
Commodity derivatives
|
Cost of goods sold – Biomass-based diesel
|
|
$
|
(28,898
|
)
|
|
$
|
18,399
|
|
|
$
|
(23,437
|
)
|
•
|
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, 2019
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Commodity contract derivatives
|
$
|
(3,116
|
)
|
|
$
|
(84
|
)
|
|
$
|
(3,032
|
)
|
|
$
|
—
|
|
|
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 consideration 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
|
|
Fair value of contingent consideration at measurement date
|
—
|
|
|
482
|
|
||
Change in estimates included in earnings
|
566
|
|
|
1,117
|
|
||
Settlements
|
(10,427
|
)
|
|
(12,223
|
)
|
||
Balance at end of period, December 31
|
$
|
—
|
|
|
$
|
9,861
|
|
|
2019
|
|
2018
|
||||||||||||
|
Asset (Liability)
Carrying Amount
|
|
Estimated Fair Value
|
|
Asset (Liability)
Carrying Amount
|
|
Estimated Fair Value
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
||||||||
Debt and lines of credit
|
$
|
(183,034
|
)
|
|
$
|
(338,482
|
)
|
|
$
|
(200,067
|
)
|
|
$
|
(410,564
|
)
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Stock appreciation rights
|
—
|
|
|
—
|
|
|
622,633
|
|
2019 Convertible Senior Notes
|
—
|
|
|
—
|
|
|
5,567,112
|
|
2036 Convertible Senior Notes
|
—
|
|
|
—
|
|
|
14,106,725
|
|
Total
|
—
|
|
|
—
|
|
|
20,296,470
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss) from continuing operations available to common stockholders - Basic
|
$
|
381,112
|
|
|
$
|
295,804
|
|
|
$
|
(66,279
|
)
|
Plus (less): effect of participating securities
|
8,619
|
|
|
7,824
|
|
|
—
|
|
|||
Net income (loss) available to common stockholders
|
389,731
|
|
|
303,628
|
|
|
(66,279
|
)
|
|||
Less: effect of participating securities
|
(8,619
|
)
|
|
(7,824
|
)
|
|
—
|
|
|||
Net income (loss) from continuing operations available to common stockholders - Diluted
|
$
|
381,112
|
|
|
$
|
295,804
|
|
|
$
|
(66,279
|
)
|
|
|
|
|
|
|
||||||
Net loss from discontinued operations available to common stockholders - Basic
|
$
|
(9,667
|
)
|
|
$
|
(11,312
|
)
|
|
$
|
(12,800
|
)
|
Plus (less): effect of participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss available to common stockholders
|
(9,667
|
)
|
|
(11,312
|
)
|
|
(12,800
|
)
|
|||
Less: effect of participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net loss from discontinued operations available to common stockholders - Diluted
|
$
|
(9,667
|
)
|
|
$
|
(11,312
|
)
|
|
$
|
(12,800
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) available to common stockholders - Basic
|
$
|
371,659
|
|
|
$
|
284,783
|
|
|
$
|
(79,079
|
)
|
Plus (less): effect of participating securities
|
8,405
|
|
|
7,533
|
|
|
—
|
|
|||
Net income (loss) available to common stockholders
|
380,064
|
|
|
292,316
|
|
|
(79,079
|
)
|
|||
Less: effect of participating securities
|
(8,405
|
)
|
|
(7,533
|
)
|
|
—
|
|
|||
Net income (loss) available to common stockholders - Diluted
|
$
|
371,659
|
|
|
$
|
284,783
|
|
|
$
|
(79,079
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) available to common stockholders - Diluted
|
|
|
|
|
|
||||||
Weighted-average shares used to compute basic net income (loss) per share
|
38,288,610
|
|
|
37,687,552
|
|
|
38,731,015
|
|
|||
Adjustment to reflect conversion of convertible notes
|
3,589,065
|
|
|
5,416,043
|
|
|
—
|
|
|||
Adjustment to reflect stock appreciation right conversions
|
443,305
|
|
|
550,125
|
|
|
—
|
|
|||
Weighted-average shares used to compute diluted net income (loss) per share
|
42,320,980
|
|
|
43,653,720
|
|
|
38,731,015
|
|
|||
Net income (loss) per share available to common stockholders - Diluted
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
9.01
|
|
|
$
|
6.78
|
|
|
$
|
(1.71
|
)
|
Discontinued operations
|
$
|
(0.25
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.33
|
)
|
Diluted net income (loss)
|
$
|
8.78
|
|
|
$
|
6.52
|
|
|
$
|
(2.04
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales from continuing operations:
|
|
|
|
|
|
||||||
Biomass-based Diesel
|
$
|
2,380,736
|
|
|
$
|
2,157,897
|
|
|
$
|
2,039,982
|
|
Services
|
99,086
|
|
|
93,347
|
|
|
103,215
|
|
|||
Corporate and other
|
270,326
|
|
|
249,152
|
|
|
213,500
|
|
|||
Intersegment revenues
|
(108,755
|
)
|
|
(117,409
|
)
|
|
(202,042
|
)
|
|||
|
$
|
2,641,393
|
|
|
$
|
2,382,987
|
|
|
$
|
2,154,655
|
|
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
||||||
Biomass-based diesel
|
$
|
388,484
|
|
|
$
|
314,727
|
|
|
$
|
(63,925
|
)
|
Services
|
6,092
|
|
|
4,863
|
|
|
2,899
|
|
|||
Corporate and other
|
(5,415
|
)
|
|
(10,091
|
)
|
|
(35,743
|
)
|
|||
|
$
|
389,161
|
|
|
$
|
309,499
|
|
|
$
|
(96,769
|
)
|
Depreciation and amortization expense, net:
|
|
|
|
|
|
||||||
Biomass-based diesel
|
$
|
54,513
|
|
|
$
|
32,558
|
|
|
$
|
31,011
|
|
Services
|
2,479
|
|
|
1,658
|
|
|
1,092
|
|
|||
Corporate and other
|
1,763
|
|
|
3,026
|
|
|
3,265
|
|
|||
|
$
|
58,755
|
|
|
$
|
37,242
|
|
|
$
|
35,368
|
|
Cash paid for purchases of property, plant and equipment:
|
|
|
|
|
|
||||||
Biomass-based diesel
|
$
|
40,567
|
|
|
$
|
41,906
|
|
|
$
|
60,734
|
|
Services
|
1,840
|
|
|
4,300
|
|
|
3,826
|
|
|||
Corporate and other
|
111
|
|
|
247
|
|
|
2,997
|
|
|||
|
$
|
42,518
|
|
|
$
|
46,453
|
|
|
$
|
67,557
|
|
|
2019
|
|
2018
|
||||
Goodwill:
|
|
|
|
||||
Services
|
$
|
16,080
|
|
|
$
|
16,080
|
|
|
|
|
|
||||
Assets:
|
|
|
|
||||
Biomass-based diesel
|
$
|
1,711,870
|
|
|
$
|
914,843
|
|
Services
|
69,144
|
|
|
63,720
|
|
||
Corporate and other
|
425,602
|
|
|
379,658
|
|
||
Intersegment eliminations
|
(421,267
|
)
|
|
(254,375
|
)
|
||
Assets held for sale
|
—
|
|
|
3,250
|
|
||
|
$
|
1,785,349
|
|
|
$
|
1,107,096
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
2,382,901
|
|
|
$
|
2,207,286
|
|
|
$
|
1,957,715
|
|
International
|
258,492
|
|
|
175,701
|
|
|
196,940
|
|
|||
|
$
|
2,641,393
|
|
|
$
|
2,382,987
|
|
|
$
|
2,154,655
|
|
|
2019
|
|
2018
|
||||
Property, Plant and Equipment:
|
|
|
|
||||
United States
|
$
|
562,165
|
|
|
$
|
571,045
|
|
International
|
22,412
|
|
|
19,678
|
|
||
|
$
|
584,577
|
|
|
$
|
590,723
|
|
2020
|
$
|
3,298
|
|
2021
|
2,976
|
|
|
2022
|
2,976
|
|
|
2023
|
2,976
|
|
|
2024
|
863
|
|
|
Total
|
$
|
13,089
|
|
|
Three Months
Ended March 31, 2019 |
|
Three Months
Ended June 30, 2019 |
|
Three Months
Ended September 30, 2019 |
|
Three Months
Ended December 31, 2019 |
||||||||
Revenues from continuing operations
|
$
|
478,209
|
|
|
$
|
560,643
|
|
|
$
|
584,372
|
|
|
$
|
1,018,169
|
|
Gross profit (loss) from continuing operations
|
(12,792
|
)
|
|
(26,772
|
)
|
|
24,076
|
|
|
545,557
|
|
||||
Selling, general, and administrative expenses including research and development expense
|
25,354
|
|
|
27,041
|
|
|
24,762
|
|
|
41,052
|
|
||||
Impairment of property, plant and equipment
|
—
|
|
|
468
|
|
|
11,145
|
|
|
595
|
|
||||
Income (loss) from operations
|
(38,146
|
)
|
|
(54,281
|
)
|
|
(11,831
|
)
|
|
503,910
|
|
||||
Other expense, net
|
(3,671
|
)
|
|
(3,444
|
)
|
|
(2,551
|
)
|
|
(825
|
)
|
||||
Net income (loss) from continuing operations
|
(41,387
|
)
|
|
(57,635
|
)
|
|
(13,753
|
)
|
|
502,506
|
|
||||
Net income (loss) from discontinued operations
|
(2,017
|
)
|
|
(4,462
|
)
|
|
(2,193
|
)
|
|
(995
|
)
|
||||
Net income
|
$
|
(43,404
|
)
|
|
$
|
(62,097
|
)
|
|
$
|
(15,946
|
)
|
|
$
|
501,511
|
|
Net income (loss) from continuing operations available to common stockholders
|
$
|
(41,387
|
)
|
|
$
|
(57,635
|
)
|
|
$
|
(13,753
|
)
|
|
$
|
492,556
|
|
Net income (loss) from discontinued operations available to common stockholders
|
$
|
(2,017
|
)
|
|
$
|
(4,462
|
)
|
|
$
|
(2,193
|
)
|
|
$
|
(995
|
)
|
Basic net income (loss) per share available to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(1.11
|
)
|
|
$
|
(1.52
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
12.64
|
|
Discontinued operations
|
$
|
(0.05
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.03
|
)
|
Net income (loss) per share
|
$
|
(1.16
|
)
|
|
$
|
(1.64
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
12.62
|
|
Diluted net income (loss) per share available to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(1.11
|
)
|
|
$
|
(1.52
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
11.52
|
|
Discontinued operations
|
$
|
(0.05
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.03
|
)
|
Net income (loss)
|
$
|
(1.16
|
)
|
|
$
|
(1.64
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
11.50
|
|
|
Three Months
Ended March 31, 2018 |
|
Three Months
Ended June 30, 2018 |
|
Three Months
Ended September 30, 2018 |
|
Three Months
Ended December 31, 2018 |
||||||||
Revenues from continuing operations
|
$
|
688,002
|
|
|
$
|
578,900
|
|
|
$
|
596,324
|
|
|
$
|
519,761
|
|
Gross profit loss from continuing operations
|
249,455
|
|
|
57,514
|
|
|
51,159
|
|
|
61,863
|
|
||||
Selling, general, and administrative expenses including research and development expense
|
32,688
|
|
|
24,539
|
|
|
21,933
|
|
|
27,579
|
|
||||
Impairment of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
879
|
|
||||
Income from operations
|
216,767
|
|
|
32,975
|
|
|
29,226
|
|
|
33,405
|
|
||||
Other income (expense), net
|
(128
|
)
|
|
(96
|
)
|
|
(2,900
|
)
|
|
250
|
|
||||
Net income from continuing operations
|
217,844
|
|
|
29,042
|
|
|
25,472
|
|
|
31,270
|
|
||||
Net income (loss) from discontinued operations
|
(3,455
|
)
|
|
4,808
|
|
|
(469
|
)
|
|
(12,196
|
)
|
||||
Net income
|
$
|
214,389
|
|
|
$
|
33,850
|
|
|
$
|
25,003
|
|
|
$
|
19,074
|
|
Net income from continuing operations available to common stockholders
|
$
|
212,608
|
|
|
$
|
28,277
|
|
|
$
|
24,799
|
|
|
$
|
30,448
|
|
Net income (loss) from discontinued operations available to common stockholders
|
$
|
(3,455
|
)
|
|
$
|
4,681
|
|
|
$
|
(469
|
)
|
|
$
|
(12,197
|
)
|
Basic net income (loss) per share available to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
5.48
|
|
|
$
|
0.76
|
|
|
$
|
0.67
|
|
|
$
|
0.82
|
|
Discontinued operations
|
$
|
(0.09
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.33
|
)
|
Net income per share
|
$
|
5.39
|
|
|
$
|
0.88
|
|
|
$
|
0.65
|
|
|
$
|
0.50
|
|
Diluted net income (loss) per share available to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
5.38
|
|
|
$
|
0.67
|
|
|
$
|
0.55
|
|
|
$
|
0.66
|
|
Discontinued operations
|
$
|
(0.09
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.33
|
)
|
Net income per share
|
$
|
5.30
|
|
|
$
|
0.78
|
|
|
$
|
0.53
|
|
|
$
|
0.40
|
|
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
|
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
|
2,007,931
|
|
1
|
|
$
|
10.12
|
|
2
|
|
1,827,396
|
|
Equity compensation plans not approved by stockholders
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Total
|
2,007,931
|
|
|
|
$
|
10.12
|
|
|
|
1,827,396
|
|
1
|
Includes 785,165 shares underlying outstanding restricted stock units, 322,464 shares underlying outstanding performance restricted stock units, and 900,302 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.
|
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, 2019 and 2018
|
(ii)
|
Consolidated Statements of Operations for the years ended December 31, 2019, 2018 and 2017
|
(iii)
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2019, 2018 and 2017
|
(iv)
|
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2019, 2018 and 2017
|
(v)
|
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
|
(vi)
|
Notes to the Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
(c)
|
Financial Statement Schedules
|
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
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
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|
|
|
|
|
10.17
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|
|
|
|
|
10.18
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|
|
|
|
|
10.19
|
|
|
|
|
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10.20
|
|
|
|
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|
10.21
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10.22
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|
Exhibit
Number
|
|
Description
|
10.23
|
|
|
|
|
|
10.24
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|
|
|
|
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10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
24.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
* Management contract or compensatory plan, contract or arrangement.
|
|
|
|
101.1
|
|
The following financial information of the Company and its subsidiaries for the fiscal year ended December 31, 2018, is formatted in XBRL interactive data files: (i)Consolidated Balance Sheets, (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Stockholders' Equity; (iii) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements. As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not otherwise subject to liability under those sections.
|
|
|
|
RENEWABLE ENERGY GROUP, INC.
|
|
|
|
By:
|
/s/ Cynthia J. Warner
|
|
Cynthia J. Warner
|
|
President and Chief Executive Officer
|
|
|
Date
|
/s/ Cynthia J. Warner
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
March 6, 2020
|
Cynthia J. Warner
|
|
|
|
|
|
/s/ Chad Stone
|
Chief Financial Officer
(Principal Financial Officer)
|
March 6, 2020
|
Chad Stone
|
|
|
|
|
|
/s/ Todd M. Samuels
|
Chief Accounting Officer
(Principal Accounting Officer)
|
March 6, 2020
|
Todd M. Samuels
|
|
|
|
|
|
/s/ Jeffrey Stroburg
|
Director (Chairman)
|
March 6, 2020
|
Jeffrey Stroburg
|
|
|
|
|
|
/s/ Randolph L. Howard
|
Director (Vice Chairman)
|
March 6, 2020
|
Randolph L. Howard
|
|
|
|
|
|
/s/ Delbert Christensen
|
Director
|
March 6, 2020
|
Delbert Christensen
|
|
|
|
|
|
/s/ Peter J.M.Harding
|
Director
|
March 6, 2020
|
Peter J. M. Harding
|
|
|
|
|
|
/s/ Debora M. Frodl
|
Director
|
March 6, 2020
|
Debora M. Frodl
|
|
|
|
|
|
/s/ Michael Scharf
|
Director
|
March 6, 2020
|
Michael Scharf
|
|
|
|
|
|
/s/ Christopher Sorrells
|
Director
|
March 6, 2020
|
Christopher Sorrells
|
|
|
|
|
|
/s/ James C. Borel
|
Director
|
March 6, 2020
|
James C. Borel
|
|
|
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, NATIONAL ASSOCIATION, 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/ 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 |
RENEWABLE ENERGY GROUP, INC. SUBSIDIARIES
|
|
|
|
|
|
REG Biofuels, LLC
|
|
Iowa
|
REG Marketing & Logistics Group, LLC
|
|
Iowa
|
REG Services Group, 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/ Cynthia J. Warner
|
Cynthia J. Warner
|
|
Chief Executive Officer
|
/s/ Chad Stone
|
Chad Stone
Chief Financial Officer
|
/s/ Cynthia J. Warner
|
Cynthia J. Warner
Chief Executive Officer
|
/s/ Chad Stone
|
Chad Stone
Chief Financial Officer
|