-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ThJhBok0gbzyCwpoNy8oQoeEx9YZBGPyNXCOUzmJLBHsA7fv0wGK3ltPyMcgudJG 1JD2E21H7ouCBIgcs2SI/g== 0001104659-10-059363.txt : 20101119 0001104659-10-059363.hdr.sgml : 20101119 20101119162506 ACCESSION NUMBER: 0001104659-10-059363 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101119 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101119 DATE AS OF CHANGE: 20101119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVENTINE RENEWABLE ENERGY HOLDINGS INC CENTRAL INDEX KEY: 0001285043 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32922 FILM NUMBER: 101205889 BUSINESS ADDRESS: STREET 1: 120 NORTH PARKWAY STREET 2: P.O. BOX 1800 CITY: PEKIN STATE: IL ZIP: 61555-1800 BUSINESS PHONE: 309-347-9200 MAIL ADDRESS: STREET 1: 120 NORTH PARKWAY STREET 2: P.O. BOX 1800 CITY: PEKIN STATE: IL ZIP: 61555-1800 8-K/A 1 a10-21581_18ka.htm 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report: November 19, 2010

 

AVENTINE RENEWABLE ENERGY HOLDINGS, INC.

(Exact name of registrant as specified in its Certificate of Incorporation)

 

Delaware

 

001-32922

 

05-0569368

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

120 North Parkway Drive

Pekin, Illinois

 


61554

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (309) 347-9200

 

Not Applicable

(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:

 

o            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 November 19, 2010, Aventine Renewable Energy Holdings, Inc. (the “Company”) issued a press release to correct certain information in the lead-in paragraph to our Reconciliation of Non-GAAP Financial Measures tables (the “Tables) and the Tables of the Company’s press release, originally issued on November 10, 2010, announcing the Company’s earnings for the three and nine month periods ended September 30, 2010.  A copy of the corrected press release is attached as Exhibit 99.1 hereto.

 

The information contained in Exhibit 99.1 is incorporated herein by reference.  The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.  The Company is filing this Current Report on Form 8-K/A to amend the Current Report on Form 8-K filed on November 10, 2010.

 

2



 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release of Aventine Renewable Energy Holdings, Inc., dated November 19, 2010.

 

3



 

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 hereto duly authorized.

 

Dated: November 19, 2010

 

 

 

 

AVENTINE RENEWABLE ENERGY HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ Calvin Stewart

 

 

Name:

Calvin Stewart

 

 

Title:

Chief Accounting and Compliance Officer

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release of Aventine Renewable Energy Holdings, Inc., dated November 19, 2010.

 

5


EX-99.1 2 a10-21581_1ex99d1.htm EX-99.1

Exhibit 99.1

 

CORRECTING AND REPLACING

 

AVENTINE RENEWABLE ENERGY HOLDINGS, INC. REPORTS THIRD QUARTER 2010 FINANCIAL RESULTS

 

PEKIN, Ill., (November 19, 2010) — Aventine Renewable Energy Holdings, Inc. (OTC: AVRW), a leading producer of ethanol, has corrected the lead-in paragraph to our Reconciliation of Non-GAAP Financial Measures tables (the “Tables”) and the Tables to our press release dated November 10, 2010.  The corrected press release reads as follows:

 

Aventine Renewable Energy Holdings, Inc. Reports Third Quarter 2010 Financial Results

 

·                  Net loss for Q3’10 was $6.6 million, or $0.76 per fully diluted share

·                  The average ethanol sales price increased in Q3’10 versus Q3’09

·                  Corn costs for the quarter increased to $3.83 per bushel in Q3’10 from $3.47 per bushel in Q3’09 with co-product returns of 37.5%

·                  New plants in Nebraska and Indiana are under budget and on schedule

·                  Completed acquisition of Canton, Illinois plant

 

PEKIN, Ill., Nov. 9, 2010 (GLOBE NEWSWIRE) — Aventine Renewable Energy Holdings, Inc. (OTCBB:AVRW), a leading producer of clean renewable energy, today released its results for the third quarter and nine months ended September 30, 2010.  Net loss attributable to Aventine for the three months ended September 30, 2010 was $(6.6) million, or $(0.76) per diluted share, compared to a net income of $13.9 million or $0.32 per diluted share, for the same period of 2009.  Revenues were $97.5 million for the third quarter of 2010 compared to $118.1 million for the third quarter of 2009.

 

Tom Manuel, Aventine’s Chief Executive Officer, said, “While the third quarter of 2010 was a period of low but improving margins, it was also a period of growth and transition as the new management team was complemented, the acquisition of the Canton, Illinois facility was consummated and we raised an additional $50 million under our existing indenture.  We are on schedule and under budget to complete construction of the new plants in Aurora, Nebraska and Mt. Vernon, Indiana and have staffed the Mt. Vernon facility and expect to begin production in mid-November 2010.  While the Aurora West facility in Nebraska will be completed in the fourth quarter of 2010, start-up is being deferred until early 2011 when we expect the weather to be more amenable.”

 

Manuel added, “The EPA recently increased the allowable blend of ethanol in 2007 and newer vehicles to 15% and, while we do not believe this will have an immediate impact on demand for ethanol, we do believe it is a good first step and indication of support for the further expansion of the blending rate to older vehicles as the testing is completed.  We remain confident that increasing mandated usage of ethanol, favorable blending economics and the potential for the EPA to take further favorable action in the effort to free the country from its dependence on oil by increasing the ethanol blend rate will prove favorable to the ethanol industry.”

 

Manuel added, “While we recently raised an additional $50 million under our existing indenture, we would like to enhance our capital structure and find additional working capital financing to support the new plants.  We continue to work with our existing lender and, as previously disclosed in our recent public filings, have also asked an investment bank to help on a future financing that would ultimately refinance the existing indenture.  In addition, we are continuously considering other financing opportunities based on prevailing market conditions and other factors.”

 

1



 

Third Quarter 2010 versus Third Quarter 2009

 

Net sales in the third quarter of 2010 decreased 17.4% from the third quarter of 2009.  Net sales were $97.5 million in the third quarter of 2010 versus $118.1 million in the third quarter of 2009.  Total gallons of ethanol sold were 41.5 million in Q3’10, versus 55.5 million in Q3’09, primarily reflecting a decrease in equity production of 8.4 million gallons.  The reduction in equity production between 2010 and 2009 is primarily attributable to the shutdown of our Nebraska plant primarily during the months of July and August 2010.  On June 29, 2010, Aventine temporarily shut down the dry mill plant in Aurora, Nebraska (“NELLC”) to make some mechanical improvements to the facility.  The shutdown was extended during a period of depressed margins to accelerate a required power outage at both Nebraska facilities to complete some necessary electrical work for the Aurora West facility which is currently under construction.  We started grinding corn at the NELLC facility again on August 14, 2010 and the plant achieved full production on August 24, 2010.  The reduction in equity production was partially offset by an increase in the average sales price of ethanol for the third quarter of 2010 as compared to the third quarter of 2009.  Ethanol prices averaged $1.80 per gallon in the third quarter of 2010 versus $1.70 per gallon in the third quarter of 2009.

 

Co-product revenues for the third quarter of 2010 totaled $22.6 million, a decrease of $1.0 million, or 4.2%, from the third quarter 2009 total of $23.6 million.  Co-product revenues decreased during the third quarter of 2010 as a result of significantly lower sales volumes.  In the third quarter of 2010, we sold 197.5 thousand tons, as compared to 272.1 thousand tons in the third quarter of 2009.  The decrease in sales is primarily attributable to the NELLC plant shutdown noted above and the elimination of carbon dioxide sales at Nebraska.  Co-product revenues, as a percentage of corn costs, increased to 37.5% during the third quarter of 2010, versus 36.3% in the third quarter of 2009.

 

Cost of goods sold for the quarter ended September 30, 2010 was $90.4 million, compared to $110.3 million for the quarter ended September 30, 2009, a decrease of $19.9 million, or 18.0%.  As a percentage of net sales, cost of goods sold decreased to 92.8% of sales from 93.4% of sales in the third quarter of 2009.  Cost of goods sold consists of the cost to produce ethanol at our own facilities, the cost of purchasing ethanol from other producers and marketers, freight and logistics costs to ship ethanol and co-products, the cost of motor fuel taxes which have been billed to customers, and depreciation.  The decrease in cost of goods sold is principally the result of lower volumes of ethanol purchased as a result of the significant reduction in our purchase / resale operation and lower corn costs due primarily to decreased volumes of corn purchased as a result of the NELLC plant shutdown.

 

Production costs include corn costs, conversion costs (defined as the cost of converting the corn into ethanol, and includes production salaries, wages and stock-based compensation costs, fringe benefits, utilities (including coal and natural gas), maintenance, denaturant, insurance, materials and supplies and other miscellaneous production costs) and depreciation.  Corn costs in the third quarter of 2010 totaled $60.3 million, or $3.83 per bushel, versus $65.0 million, or $3.47 per bushel, in the third quarter of 2009.  Our average corn costs in the third quarter of 2010 were lower than the Chicago Board of Trade (“CBOT”) average price of $4.22 during the same period.

 

Conversion costs for the third quarter of 2010 decreased to $21.7 million from $23.2 million for the third quarter of 2009.  The decrease in conversion costs is primarily attributable to decreases in insurance of $0.4 million, denaturant of $0.4 million, and salaries and salaried stock compensation of $0.3 million.  The conversion cost per gallon increased year over year to $0.53 per gallon in the third quarter of 2010 versus $0.47 per gallon in the third quarter of 2009 due to the decrease in volume of production gallons during the third quarter of 2010 as compared to the same period in 2009.  Conversion cost per gallon is affected by both dollars spent on conversion of corn to ethanol and also on the number of gallons of ethanol produced.

 

2



 

Depreciation totaled $2.5 million in the third quarter of 2010 compared to $3.5 million in the third quarter of 2009.  The reduction in depreciation expense is primarily the result of the fresh start fair value reduction to the cost of depreciable assets when we emerged from bankruptcy.  Other cost of goods sold, including motor fuel taxes and the cost of ethanol sold from inventory, were $0.2 million in the third quarter of 2010, versus $0.7 million in the third quarter of 2009.  The cost of motor fuel taxes is recovered through billings to customers and was $0 in the third quarter of 2010 because we did not do business in states requiring us to pay motor fuel taxes.

 

Freight/logistics costs increased on a per gallon basis in the third quarter of 2010 from the third quarter of 2009.  Freight/logistics costs in the third quarter of 2010 were $0.15 per gallon as compared to $0.12 per gallon in the third quarter of 2009.  Freight/logistics dollars spent were basically flat at $6.4 million in the third quarter.  Freight/logistics cost per gallon is calculated by taking total freight/logistics costs incurred (including costs to ship co-products) and dividing by the total ethanol gallons sold.  The increase in freight/logistics cost per gallon is primarily the result of the decreases in gallons sold and produced during the third quarter of 2010 as compared to the same period in 2009.

 

SG&A expenses were $9.1 million in the third quarter of 2010 as compared to $5.2 million in the third quarter of 2009.  Major variances between 2010 and 2009 are a $1.3 million increase in salaries and wages, a $0.3 million increase in salaried stock compensation, a $1.6 million increase in outside services, and a $0.5 million increase in other SG&A expenses.  Outside services include professional fees that we continue to incur related to bankruptcy activities, which would have previously been included in reorganization expense.

 

Other income (loss) was a gain of $0.4 million in the third quarter of 2010.  The gain in the quarter includes $0.4 million of expense related to penalties owed for failure to complete the Aurora West expansion facility by July 1, 2009 and $0.2 million of expense related to utility demand charges at our Mt. Vernon ethanol expansion facility (prior to start up of the Mt. Vernon, Indiana facility), $0.6 million of income from resolution of bankruptcy claims, and $0.3 million of court-ordered refunds of professional fees.

 

Interest expense in the third quarter of 2010 was $2.1 million, as compared to $1.8 million in the third quarter of 2009.  Interest expense in the third quarter of 2010 includes $4.2 million in interest on our 13% senior secured notes due 2015 (the “Notes”) and $0.1 million of amortization of deferred financing fees, reduced by capitalized interest of $2.2 million applicable to our expansion facilities in Mt. Vernon, Indiana and Aurora, Nebraska.  We resumed construction of these facilities in May 2010.  Interest expense in the third quarter of 2009 included $0.7 million in interest on our secured revolving credit facility, $0.6 million in interest on our debtor-in-possession (“DIP”) facility, and $0.5 million of amortization of deferred financing fees.  We ceased the accrual of interest on our senior unsecured notes as of April 7, 2009, the date we filed voluntary petitions with the U.S. Bankruptcy Court for the District of Delaware to reorganize under Chapter 11 of the U.S. Code.

 

During September 2010, the Company recorded an other-than-temporary loss on its available-for-sale securities in Green Plains Renewable Energy, Inc. totaling $1.8 million.

 

We recorded a net gain of $12.6 million in the third quarter of 2009 related to our bankruptcy proceedings.  This net gain primarily consisted of gains of $13.6 million pertaining to revisions to estimated liabilities related to rejected executory contracts and leases and gains of $1.2 million on the settlement of pre-petition vendor claims for less than amounts owed, partially offset by $2.2 million in professional fees incurred.  There were no reorganization items in the third quarter of 2010.

 

3



 

The Company’s effective tax rate differs from the statutory U.S. federal income tax rate for the quarters ended September 30, 2010 and 2009 principally due to the impact of state taxes (net of federal benefit), non-includable reorganization income, non-deductible reorganization expenses, tax deductible goodwill, increases in valuation allowances, and other permanent differences between book and tax.

 

Nine Months Ended September 30, 2010 versus Nine Months Ended September 30, 2009

 

Net sales in the first nine months of 2010 decreased 34.6% from the first nine months of 2009.  Net sales were $309.0 million in the first nine months of 2010 versus $472.8 million in the first nine months of 2009.  Overall, the decrease in net sales was primarily the result of less supply available as we terminated our marketing alliance, significantly reduced our purchase/resale supply operations, and experienced a reduction in equity production, partially offset by an increase in the average sales price of ethanol sold.  The reduction in equity production between 2010 and 2009 is primarily attributable to the NELLC plant shutdown primarily during the months of July and August 2010 noted above.  The reduction in supply was partially offset by an increase in the average sales price of ethanol for the first nine months of 2010 as compared to the first nine months of 2009.  Ethanol prices averaged $1.75 per gallon in the first nine months of 2010 versus $1.69 in the first nine months of 2009.

 

Co-product revenues for the first nine months of 2010 totaled $69.4 million, a decrease of $3.1 million or 4.3%, from the first nine months of 2009 total of $72.5 million.  Co-product revenues decreased during the first nine months of 2010 primarily as a result of lower sales volumes.  In the first nine months of 2010, we sold 676.2 thousand tons, versus 827.2 thousand tons in the first nine months of 2009.  Co-product revenues, as a percentage of corn costs, rose to 36.9% during the first nine months of 2010, versus 33.2% in the first nine months of 2009.

 

Cost of goods sold for the nine months ended September 30, 2010 was $289.9 million, compared to $486.3 million for the nine months ended September 30, 2009, a decrease of $196.4 million, or 40.4%.  As a percentage of net sales, cost of goods sold decreased to 93.8% in the first nine months of 2010 from 102.9% in the first nine months of 2009.  Cost of goods sold consists of the cost to produce ethanol at our own facilities, the cost of freight and logistics to ship ethanol and co-products, the cost of ethanol sold from inventory, the cost of motor fuel taxes which have been billed to customers and, prior to the second quarter of 2009, the cost of purchased ethanol.  The decrease in total cost of goods sold is principally the result of lower volumes of ethanol purchased as a result of the termination of our marketing alliance and significantly reduced purchase/resale program, and lower corn costs, freight costs, depreciation, and motor fuel taxes.  Partially offsetting the decrease in cost of goods sold was an additional increase in cost of goods sold of $2.8 million related to the adjustment of ethanol inventory to fair value in February 2010 which was recognized in March 2010 as the product was sold.

 

Purchased ethanol in the first nine months of 2010 totaled $1.9 million, versus $87.0 million in the first nine months of 2009.  The decrease in purchased ethanol resulted from the termination of our marketing alliance and scaled-back purchase/resale programs.

 

Corn costs in the first nine months of 2010 totaled $188.3 million, or $3.67 per bushel, versus $218.7 million, or $3.93 per bushel, in the first nine months of 2009.  Our average corn costs in the first nine months of 2010 were lower than the CBOT average price of $3.83 during the same period.  The decrease in corn costs is primarily due to lower volumes of corn purchased as a result of the NELLC plant shutdown.

 

Conversion costs for the first nine months of 2010 decreased to $70.3 million from $72.2 million for the first nine months of 2009.  The total dollars spent on conversion costs decreased year over year principally as a result of lower costs for insurance and denaturant.  The conversion cost per gallon

 

4



 

increased year over year to $0.52 per gallon in the first nine months of 2010 versus $0.49 per gallon in the first nine months of 2009.  The increase in conversion cost per gallon is the result of the decrease in production gallons in 2010 as compared to the same period in 2009.

 

Freight/logistics costs were down significantly on a per gallon basis in the first nine months of 2010 from the first nine months of 2009.  Freight/logistics costs in the first nine months of 2010 were $0.13 per gallon as compared to $0.17 per gallon in the first nine months of 2009.  Freight/logistics dollars spent decreased in the first nine months of 2010 to $17.5 million from $39.7 million in the first nine months of 2009 as a result of lower volumes shipped, the termination of fixed price terminal obligations, and lower costs for leased railcars.

 

Depreciation in the first nine months of 2010 totaled $8.1 million, versus $10.4 million in the first nine months of 2009.  The reduction in depreciation expense is primarily the result of the fresh start fair value reduction to the cost of depreciable assets when we emerged from bankruptcy.  Other cost of goods sold, including motor fuel taxes and the cost of ethanol sold from inventory, were $0.3 million in the first nine months of 2010, versus $5.3 million in the first nine months of 2009.  The cost of motor fuel taxes is recovered through billings to customers and was $0 in the first nine months of 2010 because we did not do business in states requiring us to pay motor fuel taxes.

 

SG&A expenses were $28.0 million in the first nine months of 2010 as compared to $21.8 million in the first nine months of 2009.  The higher expense in the first nine months of 2010 primarily relates to increases in salaries and wages of $2.3 million, salaried stock-based compensation of $2.0 million and, outside services of $1.6 million.  Outside services include professional fees that we continue to incur related to bankruptcy activities, which would have previously been included in reorganization expense.

 

Other income (loss) was a loss of $1.8 million for the nine months ended September 30, 2010.  The loss for the nine months includes $1.2 million of expense related to penalties owed for failure to complete the Aurora West expansion facility by July 1, 2009, $0.4 million of expense related to utility demand charges at our Mt. Vernon ethanol expansion facility (prior to start up of the Mt. Vernon, Indiana facility), $1.1 million of expense related to a contract amendment, $0.6 million of income from resolution of bankruptcy claims, and $0.3 million of court-ordered refunds of professional fees.

 

As a result of arm’s length negotiations in 2009 with the Company’s former marketing alliance partners, the Company was able to obtain consideration totaling $10.2 million from those counterparties in exchange for the early termination of the marketing alliance agreements.  Marketing alliance partners were third-party producers who sold their ethanol production to the Company on an exclusive basis.

 

Interest expense in the first nine months of 2010 was $6.6 million, as compared to $12.8 million in the first nine months of 2009.  Interest expense in the first nine months of 2010 included $8.2 million of interest expense related to our Notes, pre-petition amended secured revolving credit facility interest expense of $0.6 million, interest expense on our DIP facility of $0.5 million, other interest expense of $0.1 million, and $0.4 million of amortization of deferred financing fees, reduced by capitalized interest of $3.2 million.  Interest expense in the first nine months of 2009 included $8.1 million of interest expense related to our pre-petition senior unsecured notes (compared to contractual interest of $22.5 million), pre-petition amended secured revolving credit facility interest expense of $1.7 million, interest expense on our DIP facility of $1.1 million, and $1.9 million for amortization of deferred financing fees.

 

Gain (loss) on derivative transactions for the first nine months of 2010 includes $0.2 million of realized net gains on corn and ethanol derivative contracts versus net realized and unrealized gains in the first nine months of 2009 of $1.2 million.  We do not mark to market forward physical contracts to purchase corn or sell ethanol as we account for these transactions as normal purchases and sales under ASC 815.

 

5



 

During September 2010, the Company recorded an other-than-temporary loss on its available-for-sale securities in Green Plains Renewable Energy, Inc. totaling $1.8 million.

 

The Company’s effective tax rate differs from the statutory U.S. federal income tax rate for the seven months ended September 30, 2010, two months ended February 28, 2010, and the nine months ended September 30, 2009 principally due to the impact of state taxes (net of federal benefit), non-includable reorganization income, non-deductible reorganization expenses, tax deductible goodwill, increases in valuation allowances, and other permanent differences between book and tax.

 

Third Quarter Conference Call

 

The Company will hold a conference call at 9:00 am central time (10:00 am eastern time) on Thursday, November 11, 2010 to discuss the contents of this press release.  Dial in to the conference call at (877) 312-5514 (U.S.) or (253) 237-1137 (International), access code: 21704608, ten minutes prior to the scheduled start time.  A link to the broadcast can be found on the Company’s website at http://www.aventinerei.com/ in the Investor Relations section under the “Conference Calls” link.  If you are unable to participate at this time, a replay will be available through November 18, 2010 on this website or by dialing (800) 642-1687 (U.S.) or, international (706) 645-9291 access code: 21704608.  Should you have any problems accessing the call or the replay, please contact the Company at (309) 347-9200.

 

The tables and information following the text of this press release provide financial data that are included in this press release and that will be discussed on the conference call.  This includes a reconciliation of net income to adjusted earnings before interest, taxes, depreciation and amortization and, a reconciliation of net cash provided by operating activities to Adjusted EBITDA.  This press release, including these financial details, is now available on the Aventine website at http://www.aventinerei.com/ in the Investor Relations section under the heading Press Releases.

 

About Aventine

 

Aventine is a leading producer of ethanol.  Through our production facilities, we market and distribute ethanol to many of the leading energy companies in the U.S.  In addition to producing ethanol, our facilities also produce several co-products including: corn gluten feed and meal, corn germ, condensed corn distillers solubles, dried distillers grain with solubles wet distillers grain with solubles, carbon dioxide and brewers’ yeast.

 

Forward Looking Statements

 

Certain information included in this press release may be deemed to be “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  All statements, other than statements of historical facts, included in this press release, are forward looking statements.  Any forward looking statements are not guarantees of Aventine’s future performance and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by such forward looking statements.  Aventine disclaims any duty to update any forward looking statements.  Some of the factors that may cause Aventine’s actual results, developments and business decisions to differ materially from those contemplated by such forward looking statements include the following:

 

·                  Our ability to obtain and maintain normal terms with vendors and service providers;

 

6



 

·                  Our estimates of allowed general unsecured claims, unliquidated and contingent claims and estimations of future distributions of securities and allocations of securities among various categories of claim holders;

·                  Our ability to maintain contracts that are critical to our operations;

·                  Our ability to attract and retain customers;

·                  Our ability to fund and execute our business plan and any ethanol plant expansion projects;

·                  Our ability to receive or renew permits to construct or commence operations of our proposed capacity additions in a timely manner, or at all;

·                  Laws, tariffs, trade or other controls or enforcement practices applicable to our operations;

·                  Changes in weather and general economic conditions;

·                  Overcapacity within the ethanol, biodiesel and petroleum refining industries;

·                  Availability and costs of products and raw materials, particularly corn, coal and natural gas and the subsequent impact on margins;

·                  Our ability to raise additional capital and secure additional financing, and our ability to service our debt or comply with our debt covenants;

·                  Our ability to attract, motivate and retain key employees;

·                  Liability resulting from actual or potential future litigation; and

·                  Plant shutdowns or disruptions.

 

7



 

Aventine Renewable Energy Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)

 

 

 

Successor

 

Predecessor

 

Successor

 

Predecessor

 

Predecessor

 

(In thousands except per share amounts)

 

Three Months
ended
September 30,
2010

 

Three Months
ended
September 30,
2009

 

Seven Months
ended
September 30,
2010

 

Two Months
ended
February 28,
2010

 

Nine Months
ended
September 30,
2009

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

97,460

 

$

118,116

 

$

231,338

 

$

77,675

 

$

472,773

 

Cost of goods sold

 

(90,438

)

(110,281

)

(223,204

)

(66,686

)

(486,261

)

Gross Profit

 

7,022

 

7,835

 

8,134

 

10,989

 

(13,488

)

Selling, general and administrative expenses

 

(9,056

)

(5,152

)

(23,342

)

(4,608

)

(21,843

)

Start-up activities

 

(175

)

 

(175

)

 

 

Other income (expense)

 

399

 

(206

)

(1,260

)

(515

)

(33

)

Operating income (loss)

 

(1,810

)

2,477

 

(16,643

)

5,866

 

(35,364

)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

Income from termination of marketing agreements

 

 

 

 

 

10,176

 

Interest income

 

52

 

 

67

 

 

11

 

Interest expense

 

(2,051

)

(1,838

)

(5,151

)

(1,422

)

(12,840

)

Gain (loss) on derivative transactions

 

(233

)

1

 

206

 

 

1,219

 

Loss on available-for-sale securities

 

(1,753

)

 

(1,753

)

 

 

Other non-operating income

 

35

 

 

245

 

 

 

Income (loss) before reorganization items and income taxes

 

(5,760

)

640

 

(23,029

)

4,444

 

(36,798

)

Reorganization items

 

 

12,640

 

 

(20,282

)

(30,109

)

Gain due to plan effects

 

 

 

 

136,574

 

 

Loss due to fresh start accounting adjustments

 

 

 

 

(387,655

)

 

Income (loss) before income taxes

 

(5,760

)

13,280

 

(23,029

)

(266,919

)

(66,907

)

Income tax expense (benefit)

 

881

 

(606

)

(29

)

(626

)

(7,291

)

Net income (loss)

 

$

(6,641

)

$

13,886

 

$

(23,000

)

$

(266,293

)

$

(59,616

)

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share — basic

 

$

(0.76

)

$

0.32

 

$

(2.63

)

$

(6.14

)

$

(1.39

)

Basic weighted-average number of shares

 

8,585

 

42,963

 

8,583

 

43,401

 

42,967

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share — diluted

 

$

(0.76

)

$

0.32

 

$

(2.63

)

$

(6.14

)

$

(1.39

)

Diluted weighted-average number of common and common equivalent shares

 

8,585

 

43,028

 

8,583

 

43,401

 

42,967

 

 

8



 

Aventine Renewable Energy Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

 

 

 

Successor

 

Predecessor

 

(In thousands except share and per share amounts)

 

September 30,
2010
(Unaudited)

 

December 31,
2009

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

41,855

 

$

52,585

 

Accounts receivable

 

7,372

 

10,947

 

Inventories

 

22,819

 

24,237

 

Income taxes receivable

 

1,024

 

5,796

 

Prepaid expenses and other current assets

 

7,690

 

7,323

 

Total current assets

 

80,760

 

100,888

 

 

 

 

 

 

 

Property, plant and equipment, net

 

272,218

 

589,049

 

Restricted cash

 

19,067

 

7,451

 

Available for sale securities

 

4,454

 

5,442

 

Other assets

 

10,567

 

9,866

 

Total assets

 

$

387,066

 

$

712,696

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term borrowings

 

$

 

$

42,765

 

Current maturities of long-term debt

 

225

 

 

Current obligations under capital leases

 

783

 

 

Accounts payable

 

13,457

 

11,164

 

Accrued payroll and benefits

 

5,048

 

2,242

 

Accrued interest

 

896

 

302

 

Other current liabilities

 

5,411

 

6,279

 

Total current liabilities

 

25,820

 

62,752

 

 

 

 

 

 

 

Pre-petition liabilities subject to compromise

 

 

365,549

 

Long-term debt

 

155,842

 

 

Obligations under capital leases

 

471

 

 

Deferred tax liabilities

 

2,026

 

2,936

 

Other long-term liabilities

 

2,186

 

13,927

 

Total liabilities

 

186,345

 

445,164

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, par value $0.001 per share; 15,000,000 and 185,000,000 shares authorized as of September 30, 2010 and December 31, 2009, respectively; 7,488,980 and 43,048,158 shares outstanding as of September 30, 2010 and December 31, 2009, respectively, net of 21,548,640 shares held in treasury as of December 31, 2009

 

8

 

44

 

Preferred stock, 5,000,000 and 50,000,000 shares authorized as of September 30, 2010 and December 31, 2009, respectively; no shares issued or outstanding

 

 

 

Additional paid-in capital

 

223,711

 

294,297

 

Retained deficit

 

(23,000

)

(28,421

)

Accumulated other comprehensive income (loss), net

 

2

 

1,612

 

Total stockholders’ equity

 

200,721

 

267,532

 

Total liabilities and stockholders’ equity

 

$

387,066

 

$

712,696

 

 

9



 

Aventine Renewable Energy Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Successor

 

Predecessor

 

Predecessor

 

(In thousands)

 

Seven months
ended
September 30,
2010

 

Two months
ended
February 28,
2010

 

Nine months
ended
September 30,
2009

 

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss

 

$

(23,000

)

$

(266,293

)

$

(59,616

)

Adjustments to reconcile net loss to net cash provided by (used for) operating activities:

 

 

 

 

 

 

 

Provision for rejected executory contracts and leases

 

 

9,590

 

26,117

 

Pre-petition accounts payable

 

 

 

39,934

 

Pre-petition accrued interest

 

 

 

8,000

 

Non-cash gain due to Plan effects

 

 

(136,574

)

 

Non-cash loss due to fresh start accounting adjustments

 

 

387,655

 

 

Non-cash loss on available-for-sale securities

 

1,753

 

 

 

Depreciation and amortization

 

6,411

 

2,795

 

12,299

 

Stock-based compensation expense

 

4,144

 

277

 

2,655

 

Deferred income tax

 

(910

)

 

407

 

Gain on the sale of marketing alliance investments

 

 

 

(1,000

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable, net

 

(209

)

2,560

 

44,850

 

Inventories

 

2,164

 

1,543

 

64,136

 

Other current assets

 

1,713

 

1,339

 

10,159

 

Restricted cash

 

(3,783

)

(7,833

)

(7,448

)

Other assets

 

(2,517

)

 

(11,064

)

Accounts payable

 

(6,049

)

7,061

 

(101,342

)

Other current liabilities

 

2,191

 

341

 

(6,204

)

Other long-term liabilities

 

(337

)

(21,981

)

1,295

 

Net cash provided by (used for) operating activities

 

(18,429

)

(19,520

)

23,178

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

Additions to property, plant and equipment, net

 

(50,537

)

(2,086

)

(1,434

)

Canton, Illinois facility acquisition

 

(18,613

)

 

 

Proceeds from the sale of marketing alliance investments

 

 

 

2,000

 

Net cash provided by (used for) investing activities

 

(69,150

)

(2,086

)

566

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Net repayments on revolving credit facilities

 

 

(27,765

)

(24,435

)

Borrowing on debtor-in-possession debt facility

 

 

 

15,000

 

Repayment of debtor-in-possession debt facility

 

 

(15,000

)

 

Proceeds from issuance of senior secured notes

 

50 ,750

 

98,119

 

 

Repayment of short-term note payable

 

(5,252

)

 

 

Payments on long-term liabilities

 

(153

)

 

 

Repurchase of treasury shares

 

(355

)

 

 

Proceeds from warrants exercised

 

6

 

 

 

Long-term liabilities assumed on Canton acquisition

 

1,745

 

 

 

Debt issuance costs

 

(2,546

)

(1,190

)

(1,876

)

Proceeds from stock option exercises

 

 

96

 

 

Net cash provided by (used for) financing activities

 

44,195

 

54,260

 

(11,311

)

Net increase (decrease) in cash and cash equivalents

 

(43,384

)

32,654

 

12,433

 

Cash and cash equivalents at beginning of period

 

85,239

 

52,585

 

23,339

 

Cash and cash equivalents at end of period

 

$

41,855

 

$

85,239

 

$

35,772

 

 

10



 

This press release contains, and our conference call will include, references to unaudited earnings before interest, taxes, depreciation and amortization (EBITDA), a non-GAAP financial measure.  In order to emphasize the effects of certain income and loss items in our financial statements, we also report a second computation referred to as Adjusted EBITDA, which adjusts EBITDA for those items.  Adjusted EBITDA for the Company is adjusted for (i) stock-based compensation, (ii) loss on available-for-sale securities, (iii) gains on resolution of bankruptcy issues since emergence, (iv) reorganization items prior to emergence, (v) gains due to plan effects, and (vi) losses due to the application of fresh start accounting adjustments.

 

Management believes EBITDA and Adjusted EBITDA are meaningful supplemental measures of operating performance and highlight trends in our core business that may not otherwise be apparent when relying solely on GAAP financial measures.  We also believe that securities analysts, investors and other interested parties frequently use EBITDA in the evaluation of companies, many of which present EBITDA when reporting their results.  Additionally, management provides an Adjusted EBITDA measure so that investors will have the same financial information that management uses with the belief that it will assist investors in properly assessing the Company’s performance on a year-over-year and quarter-over-quarter basis.  Our management and external users of our financial statements, such as investors, commercial banks, research analysts and others, use EBITDA and Adjusted EBITDA to assess:

 

·                  the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;

·                  our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure; and

·                  the feasibility of acquisitions and capital expenditure projects and the overall rate on alternative investment opportunities.

 

11



 

Reconciliation of Non-GAAP Financial Measures

 

Reconciliation of Income (Loss) to Adjusted EBITDA

 

 

 

Successor

 

Predecessor

 

Successor

 

Predecessor

 

Predecessor

 

(In thousands)

 

Three Months
ended
September 30,
2010

 

Three Months
ended
September 30,
2009

 

Seven Months
ended
September 30,
2010

 

Two Months
ended
February 28,
2010

 

Nine Months
ended
September 30,
2009

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(6,641

)

$

13,886

 

$

(23,000

)

$

(266,293

)

$

(59,616

)

Interest income

 

(52

)

 

(67

)

 

(11

)

Interest expense

 

2,051

 

1,838

 

5,151

 

1,422

 

12,840

 

Income tax expense (benefit)

 

881

 

(606

)

(29

)

(626

)

(7,291

)

Depreciation

 

2,478

 

3,482

 

5,764

 

2,332

 

10,425

 

EBITDA

 

(1,283

)

18,600

 

(12,181

)

(263,165

)

(43,653

)

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

1,263

 

1,066

 

4,144

 

277

 

2,655

 

Loss on available-for-sale securities

 

1,753

 

 

1,753

 

 

 

Gains on resolution of bankruptcy issues

 

(873

)

 

(873

)

 

 

Reorganization items

 

 

(12,640

)

 

20,282

 

30,109

 

Gains Due to Plan Effects

 

 

 

 

(136,574

)

 

Losses Due to Fresh Start Accounting Adjustments

 

 

 

 

387,655

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

860

 

$

7,026

 

$

(7,157

)

$

8,475

 

$

(10,889

)

 

12



 

Reconciliation of Operating Cash Flows To Adjusted EBITDA

 

 

 

Successor

 

Predecessor

 

Successor

 

(In thousands)

 

Seven months
ended
September 30,
2010

 

Two months
ended
February 28,
2010

 

Nine months
ended
September 30,
2009

 

 

 

 

 

 

 

 

 

Net cash provided by (used for) operating activities

 

$

(18,429

)

$

(19,520

)

$

23,178

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities

 

6,827

 

16,970

 

5,618

 

Provision for rejected contracts

 

 

(9,590

)

(26,117

)

Deferred taxes

 

910

 

 

(407

)

Pre-petition accounts payable

 

 

 

(39,934

)

Pre-petition accrued interest

 

 

 

(8,000

)

Gains on resolution of bankruptcy issues

 

(873

)

 

 

Gain on sale of marketing alliance investment

 

 

 

1,000

 

Reorganization items

 

 

20,282

 

30,109

 

Net cash interest

 

4,437

 

959

 

10,955

 

Tax

 

(29

)

(626

)

(7,291

)

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

(7,157

)

$

8,475

 

$

(10,889

)

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

(4,144

)

(277

)

(2,655

)

Loss on available-for-sale securities

 

(1,753

)

 

 

Gains on resolution of bankruptcy issues

 

873

 

 

 

Reorganization items

 

 

(20,282

)

(30,109

)

Gains Due to Plan Effects

 

 

136,574

 

 

Losses Due to Fresh Start Accounting Adjustments

 

 

(387,655

)

 

 

 

 

 

 

 

 

 

EBITDA

 

$

(12,181

)

$

(263,165

)

$

(43,653

)

 

CONTACT:

Aventine Renewable Energy Holdings, Inc.

 

 

Calvin Stewart, Chief Accounting & Compliance Officer

 

 

Aventine Renewable Energy Holdings, Inc.

 

 

Ph: 309-347-9701

 

 

Fax: 309-347-8541

 

 

13


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