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2. VARIABLE INTEREST ENTITY | 9 Months Ended
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Sep. 30, 2013
Variable Interest Entity |
2. VARIABLE INTEREST ENTITY | The Company concluded that at all times since New PE Holdco’s inception, New PE Holdco has been a variable interest entity because the other owners of New PE Holdco, due to the Company’s involvement through its contractual arrangements, have at all times lacked the power to direct the activities that most significantly impacted its economic performance. Some of these activities include efficient management and operation of the Pacific Ethanol Plants, sale of ethanol, the procurement of feedstock, sale of co-products and implementation of risk management strategies. At the time of New PE Holdco’s inception, however, the Company did not have an obligation to absorb losses or receive benefits that could potentially be significant to New PE Holdco and, as a result, it was determined that the Company was not New PE Holdco’s primary beneficiary. Upon the Company’s purchase of its 20% initial ownership interest in New PE Holdco on October 6, 2010, the Company, through its ownership interest, had an obligation to absorb losses and receive benefits that could potentially be significant to New PE Holdco. As a result, the Company then became the primary beneficiary of New PE Holdco and began consolidating the financial results of New PE Holdco. In January, March and June 2013, the Company purchased an additional 13%, 3% and 2% of the ownership interests in New PE Holdco for $1,308,000, $331,000 and $197,000 in cash, respectively, bringing its total ownership interest to 85% as of June 30, 2013. Because the Company has a controlling financial interest in New PE Holdco, it did not record any gain or loss on these purchases, but instead reduced the amount of noncontrolling interest in variable interest entity on the consolidated balance sheets by an aggregate $10,923,000 and recorded the difference of $9,087,000 for the nine months ended September 30, 2013, which represents the fair value of these purchases above the price paid by the Company, to additional paid-in capital on the consolidated balance sheets. Because New PE Holdco’s results are consolidated with the Company’s financial results for financial reporting purposes, the acquisition of additional interests in New PE Holdco did not impact the Company’s reported consolidated net income (loss). However, the portion of New PE Holdco’s net income (loss) that is allocated to the Company increased from 34% to 67% during 2012 and from 67% to 85% in 2013, thus changing the net income (loss) attributable to Pacific Ethanol after reducing the net income (loss) attributable to the noncontrolling interests and the Company’s earnings per share. The Company recognized approximately $124,251,000 and $117,544,000 in net sales and $1,010,000 in net income and $2,327,000 in net loss attributed to New PE Holdco for the three months ended September 30, 2013 and 2012, respectively. Had the Company held an 85% ownership interest in New PE Holdco, for the three months ended September 30, 2012, the Company would have reported a net loss available to common stockholders of $8,560,000 and would have reported a loss per share of $1.11. The Company recognized approximately $374,967,000 and $332,207,000 in net sales and $2,565,000 in net income and $16,011,000 in net loss attributed to New PE Holdco for the nine months ended September 30, 2013 and 2012, respectively. Had the Company held an 85% ownership interest in New PE Holdco, for the nine months ended September 30, 2013 and 2012, the Company’s reported net loss available to common stockholders would have been $10,759,000 and $29,690,000, respectively, and loss per share would have been $0.94 and $4.63, respectively. The carrying values and classification of assets that are collateral for the obligations of New PE Holdco as of September 30, 2013 were as follows (in thousands):
Cash and cash equivalents |  | $ | 60 |
Other current assets |  |  | 7,821 |
Property and equipment |  |  | 151,612 |
Other assets |  |  | 2,947 |
Total assets |  | $ | 162,440 |
The liabilities of New PE Holdco for which creditors do not have recourse to the general credit of Pacific Ethanol, Inc. as of September 30, 2013 were as follows (in thousands):
Current liabilities |  | $ | 5,665 |
Long-term debt |  |  | 101,944 |
Other liabilities |  |  | 11,900 |
Total liabilities |  | $ | 119,509 |
The Company’s acquisition of its ownership interest in New PE Holdco does not impact the Company’s rights or obligations under any of its contractual agreements. Further, creditors of New PE Holdco do not have recourse to the Company. Since its acquisition, the Company has not provided any additional support to New PE Holdco beyond the terms of its contractual agreements.

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