SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) | |
March 4, 2015 |
PACIFIC
ETHANOL, INC. |
(Exact name of registrant as specified in its charter) |
Delaware |
000-21467 |
41-2170618 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
400 Capitol Mall, Suite 2060 Sacramento,
California | |
95814 |
(Address of principal executive offices) | |
(Zip Code) |
| |
|
Registrant’s telephone number, including area code: | |
(916) 403-2123 |
|
(Former name or former address, if changed since last report) |
|
|
|
|
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
x | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 2.02. Results
of Operations and Financial Condition.
On March 4, 2015, Pacific Ethanol,
Inc. issued a press release announcing certain results of operations for the three and twelve months ended December 31, 2014. A
copy of the press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The information furnished
in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K is not incorporated by
reference into any filings of Pacific Ethanol, Inc. made under the Securities Act of 1933, as amended, or the Exchange Act, whether
made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in the filing
unless specifically stated so therein.
Item 8.01. Other Events.
The information set forth
in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
Item 9.01. Financial
Statements and Exhibits.
(d) |
Exhibits. |
|
|
Number |
Description |
|
|
99.1 |
Press Release dated March 4, 2015 |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 4, 2015 |
PACIFIC ETHANOL, INC. |
|
|
|
By: /S/ CHRISTOPHER W. WRIGHT |
|
Christopher W. Wright |
|
Vice President, General Counsel and Secretary |
EXHIBITS FILED WITH THIS REPORT
Number |
Description |
|
|
99.1 |
Press Release dated March 4, 2015 |
Exhibit 99.1
Company IR Contact: | |
IR Agency Contact: | |
Media Contact: |
Pacific Ethanol, Inc. | |
Becky Herrick | |
Paul Koehler |
916-403-2755 | |
LHA | |
Pacific Ethanol, Inc. |
844-403-2755 | |
415-433-3777 | |
916-403-2790 |
Investorrelations@pacificethanol.com | |
| |
paulk@pacificethanol.com |
Pacific
Ethanol, Inc. REPORTS Fourth Quarter
and record Year-End 2014 FINANCIAL RESULTS
o | | Set annual records in net sales, gross profit, operating income, Adjusted EBITDA
and total gallons sold |
o | | Reported strong cash balance of $62 million and working capital of $114 million |
o | | Paid down $62 million in consolidated debt in 2014 |
o | | Announced merger agreement with Aventine Renewable Energy Holdings |
Sacramento, CA, March 4, 2015 – Pacific
Ethanol, Inc. (NASDAQ: PEIX), the leading producer and marketer of low-carbon renewable fuels in the Western United
States, reported its financial results for the three- and twelve-months ended December 31, 2014.
Financial Highlights
Reported for the three months ending December
31, 2014:
o | | Net income of $12.2 million, or $0.50 per diluted share |
o | | Adjusted Net Earnings of $10.0 million, or $0.41 per share |
o | | Adjusted EBITDA of $16.3 million |
Reported for the year ending December 31, 2014:
o | | Net income of $20.0 million, or $0.88 per diluted share |
o | | Adjusted Net Earnings of $59.9 million, or $2.64 per share |
o | | Adjusted EBITDA of $95.0 million |
Neil Koehler, the Company’s president
and CEO, stated: “Our record financial and operating results in 2014 are a culmination of numerous efficiency and debt reduction
initiatives we implemented over the past several years combined with strong market fundamentals. With our solid balance sheet and
cash flow, we are both reinvesting in our production assets and pursuing a merger with Aventine that will redefine Pacific Ethanol’s
competitive position in the ethanol industry, making us the fifth largest ethanol producer and marketer in the country. In 2015,
we are focused on driving sustained profitable growth through successfully closing the Aventine merger, integrating our combined
companies, further improving plant efficiencies, diversifying feedstock, introducing new revenue streams and pursuing advanced
biofuels production.”
Financial Results for the Three Months
Ended December 31, 2014
Net sales were $256.2 million for the fourth quarter of 2014, compared to $215.3 million for the
fourth quarter of 2013. The increase in net sales was attributable to an increase in total gallons sold, slightly offset by a
reduction in the Company’s average sales price per gallon.
Gross profit was $18.4 million for the fourth
quarter of 2014, compared to $21.6 million for the fourth quarter of 2013. The decline in gross profit was due to particularly
strong production margins in the fourth quarter of 2013.
Selling, general and administrative (“SG&A”)
expenses were $4.7 million for the fourth quarter of 2014, compared to $4.4 million for the fourth quarter of 2013. The increase
in SG&A expenses reflect an increase in professional fees related to the pending Aventine merger of approximately $1.0 million,
partially offset by a reduction in year-end compensation expense of approximately $0.8 million.
Operating income for the fourth quarter of
2014 was $13.6 million, compared to $17.2 million for the same period in 2013.
Fair value adjustments resulted in income of
$2.2 million for the fourth quarter of 2014, compared to an expense of $2.5 million for the same period in 2013.
Interest expense, net was $1.1 million for
the fourth quarter of 2014, compared to $3.7 million for the fourth quarter of 2013. This reduction is due to the Company’s
significantly reduced debt balances in 2014.
Provision for income taxes was $1.5 million
for the fourth quarter of 2014. In the fourth quarter, the Company finalized its estimate of net operating losses available to
be utilized in 2014, which resulted in a reduced provision for income taxes for the quarter.
Income available to common stockholders for
the fourth quarter of 2014 was $12.2 million, or $0.50 per diluted share, compared to $8.3 million, or $0.54 per diluted share,
for the fourth quarter of 2013.
Adjusted Net Earnings, which excludes fair
value adjustments and warrant inducements and extinguishments of debt, was $10.0 million, or $0.41 per diluted share for the fourth
quarter of 2014, compared to Adjusted Net Earnings of $12.0 million, or $0.79 per diluted share for the same period in 2013.
Adjusted EBITDA was $16.3 million for the fourth
quarter of 2014, compared to Adjusted EBITDA of $18.3 million for the fourth quarter of 2013.
Financial Results for the Year Ended
December 31, 2014
Net sales were a record $1.1 billion for 2014,
compared to $908.4 million for 2013.
Gross profit was a record $108.5 million for
2014, compared to $32.9 million for 2013.
Operating income for 2014 was a record $91.4
million, compared to $18.9 million for 2013.
Net income available to common stockholders
for 2014 was $20.0 million, or $0.88 per diluted share, compared to a loss of $2.0 million, or $0.17 per diluted share, for 2013.
Adjusted Net Earnings for 2014 was $59.9 million, or $2.64 per diluted share, compared to Adjusted Net Earnings
of $2.0 million, or $0.16 per diluted share, for 2013.
Adjusted EBITDA for 2014 was a record $95.0
million, compared to Adjusted EBITDA of $28.6 million for 2013.
Q4 Results Conference Call
Management will host a conference call at 8:00
a.m. PT/11:00 a.m. ET on March 5, 2015. Neil Koehler, Chief Executive Officer, and Bryon McGregor, Chief Financial Officer, will
deliver prepared remarks followed by a question and answer session. The webcast for the call can be accessed from Pacific Ethanol’s
website at www.pacificethanol.net. Alternatively, you may dial the following number up to ten minutes prior to the scheduled conference
call time: (877) 847-6066. International callers should dial 00-1-(970) 315-0267. The pass code will be 95713528#.
If you are unable to listen to the live call,
the webcast will be archived for replay on Pacific Ethanol’s website for one year. In addition, a telephonic replay will
be available at 2:00 p.m. Eastern Time on Thursday, March 5, 2015 through 11:59 p.m. Eastern Time on Thursday, March 12, 2015.
To access the replay, please dial (855) 859-2056. International callers should dial 00-1-(404) 537-3406. The pass code will be
95713528#.
Use of Non-GAAP Measures
Management believes that certain financial
measures not in accordance with generally accepted accounting principles (“GAAP”) are useful measures of operations.
The company defines Adjusted Net Earnings as unaudited earnings before fair value adjustments and warrant inducements and gain
(loss) on extinguishments of debt. The company defines Adjusted EBITDA as unaudited net income (loss) attributed to Pacific Ethanol
before interest, provision for income taxes, depreciation and amortization, fair value adjustments and warrant inducements and
noncash gain (loss) on extinguishments of debt. Tables are provided at the end of this release that provide a reconciliation of
Adjusted Net Earnings and Adjusted EBITDA to their most directly comparable GAAP measures. Management provides these non-GAAP measures
so that investors will have the same financial information that management uses, which may assist investors in properly assessing
the company’s performance on a period-over-period basis. Adjusted Net Earnings and Adjusted EBITDA are not measures of financial
performance under GAAP, and should not be considered alternatives to net income (loss) or any other measure of performance under
GAAP, or to cash flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity.
Adjusted Net Earnings and Adjusted EBITDA have limitations as analytical tools and you should not consider these measures in isolation
or as a substitute for analysis of the company’s results as reported under GAAP.
About Pacific Ethanol, Inc.
Pacific Ethanol, Inc. (PEIX) is the leading
producer and marketer of low-carbon renewable fuels in the Western United States. Pacific Ethanol also sells co-products, including
wet distillers grain ("WDG"), a nutritional animal feed. Serving integrated oil companies and gasoline marketers who
blend ethanol into gasoline, Pacific Ethanol provides transportation, storage and delivery of ethanol through third-party service
providers in the Western United States, primarily in California, Arizona, Nevada, Utah, Oregon, Colorado, Idaho and Washington.
Pacific Ethanol has a 96% ownership interest in PE Op Co., the owner of four ethanol production facilities. Pacific Ethanol operates
and manages the four ethanol production facilities, which have a combined annual production capacity of 200 million gallons. These
operating facilities are located in Boardman, Oregon, Burley, Idaho, Stockton, California and Madera, California. The facilities
are near their respective fuel and feed customers, offering significant timing, transportation cost and logistical advantages.
Pacific Ethanol's subsidiary, Kinergy Marketing LLC, markets ethanol from Pacific Ethanol's managed plants and from other third-party
production facilities, and another subsidiary, Pacific Ag. Products, LLC, markets WDG. For more information please visit www.pacificethanol.com.
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995
Statements contained in
this communication that refer to Pacific Ethanol’s estimated or anticipated future results or other non-historical expressions
of fact are forward-looking statements that reflect Pacific Ethanol’s current perspective of existing trends and information
as of the date of this communication. Forward looking statements generally will be accompanied by words such as “anticipate,”
“believe,” “plan,” “could,” “should,” “estimate,” “expect,”
“forecast,” “outlook,” “guidance,” “intend,” “may,” “might,”
“will,” “possible,” “potential,” “predict,” “project,” or other similar
words, phrases or expressions. Such forward-looking statements include, but are not limited to, the ability of Pacific Ethanol
to timely and successfully execute on, and the effects of, its initiatives to improve plant efficiencies and increase yields,
diversify feedstock, introduce new revenue streams, and pursue advanced biofuels production; statements about the benefits of
the Aventine merger, including future financial and operating results, Pacific Ethanol’s or Aventine’s plans, objectives,
expectations and intentions and the expected timing of completion of the transaction. It is important to note that Pacific Ethanol’s
goals and expectations are not predictions of actual performance. Actual results may differ materially from Pacific Ethanol’s
current expectations depending upon a number of factors affecting Pacific Ethanol’s business, Aventine’s business
and risks associated with merger transactions. These factors include, among others, adverse economic and market conditions, including
for ethanol and its co-products; raw material costs, including ethanol production input costs; changes in governmental regulations
and policies; and insufficient capital resources. These factors also include, among others, the inherent uncertainty associated
with financial projections; restructuring in connection with, and successful closing of, the Aventine merger; subsequent integration
of Aventine and the ability to recognize the anticipated synergies and benefits of the Aventine merger; the ability to obtain
required regulatory approvals for the transaction (including the approval of antitrust authorities necessary to complete the acquisition),
the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could
adversely affect the combined company or the expected benefits of the transaction; the ability to obtain the requisite Pacific
Ethanol and Aventine stockholder approvals; the risk that a condition to closing the Aventine merger may not be satisfied on a
timely basis or at all; the failure of the proposed transaction to close for any other reason; risks relating to the value of
the Pacific Ethanol shares to be issued in the transaction; the anticipated size of the markets and continued demand for Pacific
Ethanol’s and Aventine’s products; the impact of competitive products and pricing; the risks and uncertainties normally
incident to the ethanol production and marketing industries; the difficulty of predicting the timing or outcome of pending or
future litigation or government investigations; changes in generally accepted accounting principles; costs and efforts to defend
or enforce intellectual property rights; successful compliance with governmental regulations applicable to Pacific Ethanol’s
and Aventine’s facilities, products and/or businesses; changes in the laws and regulations; changes in tax laws or interpretations
that could increase Pacific Ethanol’s consolidated tax liabilities; the loss of key senior management or staff; and such
other risks and uncertainties detailed in Pacific Ethanol’s periodic public filings with the Securities and Exchange Commission,
including but not limited to Pacific Ethanol’s “Risk Factors” section contained in Pacific Ethanol’s Form
10-Q filed with the Securities and Exchange Commission on November 12, 2014 and from time to time in Pacific Ethanol’s other
investor communications. Except as expressly required by law, Pacific Ethanol disclaims any intent or obligation to update or
revise these forward-looking statements.
Important Information for Investors
and Stockholders
This communication is being made partially
in respect of the proposed merger between Pacific Ethanol, Inc. and Aventine Renewable Energy Holdings, Inc. In connection with
the proposed merger, Pacific Ethanol has filed with the Securities and Exchange Commission a registration statement on Form S-4
that includes a preliminary joint proxy statement of Pacific Ethanol and Aventine that also constitutes a prospectus of Pacific
Ethanol. Upon effectiveness of the registration statement, a definitive joint proxy statement/prospectus will be delivered to the
stockholders of Pacific Ethanol and Aventine.
INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
Investors and security holders will be able
to obtain free copies of the registration statement and the definitive joint proxy statement/prospectus (when available) and other
documents filed with the Securities and Exchange Commission by Pacific Ethanol through the website maintained by the Securities
and Exchange Commission at http://www.sec.gov. Copies of the documents filed with the Securities and Exchange Commission by Pacific
Ethanol will be available free of charge on Pacific Ethanol’s internet website at www.pacificethanol.com or by contacting
Pacific Ethanol’s investor relations agency, LHA, at (415) 433-3777.
Pacific Ethanol, Aventine, their respective
directors and certain of their executive officers and employees may be considered participants in the solicitation of proxies in
connection with the proposed transaction. Information about the directors and executive officers of Pacific Ethanol is set forth
in its proxy statement for its 2014 annual meeting of stockholders, which was filed with the Securities and Exchange Commission
on April 28, 2014. Additional information regarding the participants in the proxy solicitations and a description of their direct
and indirect interests, by security holdings or otherwise, will be contained in the definitive joint proxy statement/prospectus
filed with the above-referenced registration statement on Form S-4 and other relevant materials to be filed with the Securities
and Exchange Commission when they become available.
A more complete description will be available
in the registration statement and the definitive joint proxy statement/prospectus.
- Tables Follow -
PACIFIC ETHANOL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share
data)
| |
Three Months Ended December 31, | | |
Years Ended December 31, | |
| |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| |
| | |
| | |
| | |
| |
Net sales | |
$ | 256,152 | | |
$ | 215,290 | | |
$ | 1,107,412 | | |
$ | 908,437 | |
Cost of goods sold | |
| 237,774 | | |
| 193,694 | | |
| 998,927 | | |
| 875,507 | |
Gross profit | |
| 18,378 | | |
| 21,596 | | |
| 108,485 | | |
| 32,930 | |
Selling, general and administrative expenses | |
| 4,731 | | |
| 4,372 | | |
| 17,108 | | |
| 14,021 | |
Income from operations | |
| 13,647 | | |
| 17,224 | | |
| 91,377 | | |
| 18,909 | |
Fair value adjustments and warrant inducements | |
| 2,205 | | |
| (2,520 | ) | |
| (37,532 | ) | |
| (1,013 | ) |
Interest expense, net | |
| (1,068 | ) | |
| (3,688 | ) | |
| (9,438 | ) | |
| (15,671 | ) |
Loss on extinguishments of debt | |
| – | | |
| (1,240 | ) | |
| (2,363 | ) | |
| (3,035 | ) |
Other expense, net | |
| (171 | ) | |
| (31 | ) | |
| (905 | ) | |
| (352 | ) |
Income (loss) before provision for income taxes | |
| 14,613 | | |
| 9,745 | | |
| 41,139 | | |
| (1,162 | ) |
Provision for income taxes | |
| 1,508 | | |
| – | | |
| 15,137 | | |
| – | |
Consolidated net income (loss) | |
| 13,105 | | |
| 9,745 | | |
| 26,002 | | |
| (1,162 | ) |
Net (income) loss attributed to noncontrolling interests | |
| (587 | ) | |
| (1,152 | ) | |
| (4,713 | ) | |
| 381 | |
Net income (loss) attributed to Pacific Ethanol | |
$ | 12,518 | | |
$ | 8,593 | | |
$ | 21,289 | | |
$ | (781 | ) |
Preferred stock dividends | |
$ | (319 | ) | |
$ | (319 | ) | |
$ | (1,265 | ) | |
$ | (1,265 | ) |
Income (loss) available to common stockholders | |
$ | 12,199 | | |
$ | 8,274 | | |
$ | 20,024 | | |
$ | (2,046 | ) |
Net income (loss) per share, basic | |
$ | 0.51 | | |
$ | 0.55 | | |
$ | 0.96 | | |
$ | (0.17 | ) |
Net income (loss) per share, diluted | |
$ | 0.50 | | |
$ | 0.54 | | |
$ | 0.88 | | |
$ | (0.17 | ) |
Weighted-average shares outstanding, basic | |
| 24,055 | | |
| 15,081 | | |
| 20,810 | | |
| 12,264 | |
Weighted-average shares outstanding, diluted | |
| 24,633 | | |
| 15,293 | | |
| 22,669 | | |
| 12,264 | |
PACIFIC ETHANOL, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except par value)
| |
December 31, | |
ASSETS | |
2014 | | |
2013 | |
Current Assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 62,084 | | |
$ | 5,151 | |
Accounts receivable, net | |
| 34,612 | | |
| 35,296 | |
Inventories | |
| 18,550 | | |
| 23,386 | |
Prepaid inventory | |
| 11,595 | | |
| 12,315 | |
Other current assets | |
| 12,710 | | |
| 3,229 | |
Total current assets | |
| 139,551 | | |
| 79,377 | |
Property and equipment, net | |
| 155,302 | | |
| 155,194 | |
Other Assets: | |
| | | |
| | |
Intangible assets, net | |
| 2,786 | | |
| 3,260 | |
Other assets | |
| 1,863 | | |
| 3,218 | |
Total other assets | |
| 4,649 | | |
| 6,478 | |
Total Assets | |
$ | 299,502 | | |
$ | 241,049 | |
PACIFIC ETHANOL, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(unaudited, in thousands, except par value)
| |
December 31, | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
2014 | | |
2013 | |
Current Liabilities: | |
| | | |
| | |
Accounts payable – trade | |
$ | 13,122 | | |
$ | 11,071 | |
Accrued liabilities | |
| 6,203 | | |
| 5,851 | |
Current portion – capital leases | |
| 4,077 | | |
| 4,830 | |
Current portion – long-term debt | |
| – | | |
| 750 | |
Other current liabilities | |
| 2,045 | | |
| 5,714 | |
Total current liabilities | |
| 25,447 | | |
| 28,216 | |
| |
| | | |
| | |
Long-term debt, net of current portion | |
| 34,533 | | |
| 98,408 | |
Accrued preferred dividends | |
| – | | |
| 3,657 | |
Capital leases, net of current portion | |
| 2,055 | | |
| 6,041 | |
Warrant liabilities and conversion features | |
| 1,986 | | |
| 8,215 | |
Deferred tax liabilities | |
| 17,040 | | |
| 1,091 | |
Other liabilities | |
| 459 | | |
| 520 | |
Total Liabilities | |
| 81,520 | | |
| 146,148 | |
| |
| | | |
| | |
Stockholders’ Equity: | |
| | | |
| | |
Pacific Ethanol, Inc. Stockholders’ Equity: | |
| | | |
| | |
Preferred stock, $0.001 par value; 10,000 shares authorized; Series A: no shares issued and outstanding as of December 31, 2014 and 2013 Series B: 927 shares issued and outstanding as of December 31, 2014 and 2013 | |
| 1 | | |
| 1 | |
Common stock, $0.001 par value; 300,000 shares authorized; 24,500 and 16,126 shares issued and outstanding as of December 31, 2014 and 2013, respectively | |
| 25 | | |
| 16 | |
Additional paid-in capital | |
| 725,813 | | |
| 621,557 | |
Accumulated deficit | |
| (512,332 | ) | |
| (532,356 | ) |
Total Pacific Ethanol, Inc. Stockholders’ Equity | |
| 213,507 | | |
| 89,218 | |
Noncontrolling interests | |
| 4,475 | | |
| 5,683 | |
Total Stockholders’ Equity | |
| 217,982 | | |
| 94,901 | |
Total Liabilities and Stockholders’ Equity | |
$ | 299,502 | | |
$ | 241,049 | |
Reconciliation of Adjusted Net Earnings
to Net Income (Loss)
| |
Three Months Ended December 31, | | |
Years Ended December 31, | |
(in thousands) (unaudited) | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
Net income (loss) attributed to common stockholders | |
$ | 12,199 | | |
$ | 8,274 | | |
$ | 20,024 | | |
$ | (2,046 | ) |
Adjustments: | |
| | | |
| | | |
| | | |
| | |
Fair value adjustments and warrant inducements | |
| (2,205 | ) | |
| 2,520 | | |
| 37,532 | | |
| 1,013 | |
Extinguishments of debt | |
| – | | |
| 1,240 | | |
| 2,363 | | |
| 3,035 | |
Total adjustments | |
| (2,205 | ) | |
| 3,760 | | |
| 39,895 | | |
| 4,048 | |
Adjusted Net Earnings | |
$ | 9,994 | | |
$ | 12,034 | | |
$ | 59,919 | | |
$ | 2,002 | |
Adjusted Net Earnings per share - diluted | |
$ | 0.41 | | |
$ | 0.79 | | |
$ | 2.64 | | |
$ | 0.16 | |
Weighted-average shares outstanding, diluted | |
| 24,633 | | |
| 15,293 | | |
| 22,669 | | |
| 12,264 | |
Reconciliation of Adjusted EBITDA to Net
Income (Loss)
| |
Three Months Ended December 31, | | |
Years Ended December 31, | |
(in thousands) (unaudited) | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
Net income (loss) attributed to Pacific Ethanol | |
$ | 12,518 | | |
$ | 8,593 | | |
$ | 21,289 | | |
$ | (781 | ) |
Adjustments: | |
| | | |
| | | |
| | | |
| | |
Interest expense* | |
| 967 | | |
| 3,138 | | |
| 8,490 | | |
| 13,260 | |
Provision for income taxes* | |
| 1,637 | | |
| – | | |
| 15,109 | | |
| – | |
Extinguishments of debt – noncash | |
| – | | |
| 1,240 | | |
| – | | |
| 4,850 | |
Fair value adjustments | |
| (2,205 | ) | |
| 2,520 | | |
| 37,532 | | |
| 1,013 | |
Depreciation and amortization expense* | |
| 3,413 | | |
| 2,768 | | |
| 12,581 | | |
| 10,291 | |
Total adjustments | |
| 3,812 | | |
| 9,666 | | |
| 73,712 | | |
| 29,414 | |
Adjusted EBITDA | |
$ | 16,330 | | |
$ | 18,259 | | |
$ | 95,001 | | |
$ | 28,633 | |
________________
* Adjusted for noncontrolling interests.
Commodity Price Performance
| |
Three Months Ended December 31, | | |
Years Ended December 31, | |
(unaudited) | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
Ethanol production gallons sold (in millions) | |
| 50.4 | | |
| 40.5 | | |
| 183.5 | | |
| 149.7 | |
Ethanol third party gallons sold (in millions) | |
| 84.2 | | |
| 66.5 | | |
| 329.7 | | |
| 264.2 | |
Total ethanol gallons sold (in millions) | |
| 134.6 | | |
| 107.0 | | |
| 513.2 | | |
| 413.9 | |
| |
| | | |
| | | |
| | | |
| | |
Ethanol average sales price per gallon | |
$ | 2.15 | | |
$ | 2.36 | | |
$ | 2.48 | | |
$ | 2.59 | |
Average CBOT ethanol price per gallon | |
$ | 1.80 | | |
$ | 1.86 | | |
$ | 2.07 | | |
$ | 2.25 | |
| |
| | | |
| | | |
| | | |
| | |
Corn cost – CBOT equivalent | |
$ | 3.67 | | |
$ | 4.35 | | |
$ | 4.21 | | |
$ | 5.72 | |
Average basis | |
$ | 1.30 | | |
$ | 1.35 | | |
$ | 1.24 | | |
$ | 1.60 | |
Delivered cost of corn | |
$ | 4.97 | | |
$ | 5.70 | | |
$ | 5.45 | | |
$ | 7.32 | |
| |
| | | |
| | | |
| | | |
| | |
Total co-product tons sold (1) (in thousands) | |
| 395.2 | | |
| 352.8 | | |
| 1,496.0 | | |
| 1,327.0 | |
Co-product return % (2) | |
| 28.5% | | |
| 35.2% | | |
| 32.5% | | |
| 29.6% | |
________________
(1)
Includes corn oil.
(2)
Co-product revenue as a percentage of delivered cost of corn.
####
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