Assets and Liabilities Held-For-Sale.

9 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

ASSETS AND LIABILITIES HELD-FOR-SALE.

2. ASSETS AND LIABILITIES HELD-FOR-SALE.

In October 2020, the Company’s Board of Directors approved a plan to sell the Company’s fuel-grade ethanol production facilities located in Madera and Stockton, California. As a result, the Company determined the related long-lived asset groups should be classified as held-for-sale. During the nine months ended September 30, 2021, the Company provided for an additional impairment charge of $1.2 million based on revised fair value estimates.

On May 14, 2021, the Company closed the sale of its Madera facility for total consideration of $28.3 million, comprised of $19.5 million in cash and $8.8 million in assumption of liabilities, resulting in a net loss on sale of less than $0.1 million, recorded as other income (expense), net in the Company’s consolidated statements of operations. All of the cash proceeds were used to repay a significant portion of the Company’s term debt and accrued interest.

On November 5, 2021, the Company closed the sale of its Stockton facility for gross proceeds of $24.0 million in cash. With the net cash proceeds, the Company repaid its parent notes payable and the Pekin and ICP loans in full.

During 2021, the Company has agreed to sell certain assets of the Company’s idled facility in Canton, Illinois. As a result, the Company determined the related long-lived asset groups should be classified as held-for-sale at September 30, 2021. During the nine months ended September 30, 2021, the Company recorded an estimated impairment charge of $1.9 million based on fair value estimates.

The Company classified the following assets and liabilities as held-for-sale as of September 30, 2021 (in thousands):

	Stockton		Canton
Property and equipment, net	$	19,535	$	1,000
Right of use operating lease assets, net		9,623		—
Assets held-for-sale	$	29,158	$	1,000

	Stockton		Canton
Liabilities held-for-sale – operating leases	$	10,500	$	—

The Company classified the following assets and liabilities as held-for-sale as of December 31, 2020 (in thousands):

	Stockton		Madera
Property and equipment, net	$	19,535	$	29,013
Right of use operating lease assets, net		9,747		—
Assets held-for-sale	$	29,282	$	29,013

	Stockton		Madera
Operating lease obligations	$	10,435	$	—
Assessment financing		—		9,107
Liabilities held-for-sale	$	10,435	$	9,107

For the three months ended September 30, 2021, net sales attributed to the results of operations for Stockton and Madera were $1.5 million and $0, respectively. For the three months ended September 30, 2020, net sales attributed to the results of operations for Stockton and Madera were $0.2 million and less than $0.1 million, respectively. For the three months ended September 30, 2021, pre-tax income (loss) attributed to the results of operations for Stockton and Madera was income of $0.3 million and loss of $0.2 million, respectively. For the three months ended September 30, 2020, pre-tax loss attributed to the results of operations for Stockton and Madera was $1.8 million and $1.8 million, respectively.

For the nine months ended September 30, 2021, net sales attributed to the results of operations for Stockton and Madera were $2.0 million and $0, respectively. For the nine months ended September 30, 2020, net sales attributed to the results of operations for Stockton and Madera were $22.6 million and $22.5 million, respectively. For the nine months ended September 30, 2021, pre-tax loss attributed to the results of operations for Stockton and Madera was $1.9 million and $0.8 million, respectively. For the nine months ended September 30, 2020, pre-tax loss attributed to the results of operations for Stockton and Madera was $5.4 million and $5.4 million, respectively.