PACIFIC AURORA.

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

PACIFIC AURORA.

2. PACIFIC AURORA.

On December 19, 2019, Pacific Ethanol Central, LLC ("PE Central") entered into a term sheet covering the proposed sale of its 73.93% ownership interest in Pacific Aurora to Aurora Cooperative Elevator Company ("ACEC") for $52.8 million, and as a result, the Company determined that as of December 31, 2019, the long-lived assets of Pacific Aurora should be classified as held-for-sale.

The Company has the following assets and liabilities of Pacific Aurora that will be derecognized upon sale of PE Central's interest in Pacific Aurora and as to which the Company will no longer consolidate any portion of Pacific Aurora (in thousands):

	March 31, 2020		December 31, 2019
Cash and equivalents	$	50	$	103
Inventories		1,328		2,079
Other current assets		314		341
Property and equipment		70,400		70,400
Other assets		12,548		13,341
Total Assets Held-for-Sale	$	84,640	$	86,264
Accounts payable and accrued expenses	$	30,688	$	20,711
Other current liabilities		5,380		5,497
Other noncurrent liabilities		7,715		8,205
Total Liabilities Held-for-Sale	$	43,783	$	34,413

In addition to the above accounts, upon the sale, the Company will no longer have noncontrolling interests on its balance sheet and no longer record income (loss) of noncontrolling interests for the future periods.

For the three months ended March 31, 2020 and 2019, Pacific Aurora contributed $39.6 million and $36.5 million in net sales, $7.9 million and $4.9 million in pre-tax loss, and $2.1 million and $1.3 million in net loss attributed to noncontrolling interests, respectively.

On April 15, 2020, the Company closed the sale of its ownership interest in Pacific Aurora and preliminarily received total consideration of $52.8 million, subject to certain working capital adjustments, resulting in cash proceeds of $20.2 million and the balance of $16.5 million in long-term ACEC promissory notes. Approximately $14.5 million of the cash proceeds were used to pay principal on the Company's term debt.