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2. PACIFIC ETHANOL CENTRAL PLANTS | 12 Months Ended
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Dec. 31, 2015
Pacific Ethanol Central Plants |
PACIFIC ETHANOL CENTRAL PLANTS | On December 30, 2014, the Company entered into a definitive merger agreement with Aventine, a Midwest ethanol producer, under which the Company agreed to acquire Aventine and, therefore indirectly, the Pacific Ethanol Central Plants, through a stock-for-stock merger. The acquisition closed on July 1, 2015 and the Company issued an aggregate of 17.8 million shares of common stock and non-voting common stock for 100% of the outstanding shares of common stock of Aventine. The common stock and non-voting common stock issued as consideration had an aggregate fair value of $174.6 million, based on the closing market price of the Company’s common stock on the acquisition date. The Company believes the Aventine acquisition resulting in a number of synergies and strategic advantages. The Company believes the acquisition has spread commodity and basis price risks across diverse markets and products, assisting in its efforts to optimize margin management; improve its hedging opportunities with a greater correlation to the liquid physical and paper markets in Chicago; and increase its flexibility and alternatives in feedstock procurement for its Midwestern and Western production facilities. The acquisition also expands the Company’s marketing reach into new markets and extends its mix of co-products. The Company believes the acquisition will enable it to have deeper market insight and engagement in major ethanol and feed markets outside the Western United States, thereby improving pricing opportunities; allows the Company to establish access to markets in 48 states for ethanol sales and access many markets with ethanol and co-product sales reaching domestic and international customers; and enable it to use its more diverse mix of co-products to generate strong co-product returns. In addition, the acquisition also increases the Company’s combined annual ethanol production capacity to 515 million gallons per year and annualized ethanol marketing volume to over 800 million gallons, including Aventine’s historical volumes. The Company has recognized the following allocation of the purchase price at fair values. The Company has included in the following allocation its estimated fair values for certain operating lease agreements and open commitments. The fair-value determination of long-term debt is based on the interest rate environment at the acquisition date. The fair value allocation related to deferred taxes is provisional and incomplete as the Company is finalizing its review of deferred taxes. The Company expects to complete its review by mid-2016. Based on the current allocation, the Company has recorded an immaterial bargain purchase gain on the acquisition. Based upon these fair value estimates, the purchase price consideration allocation is as follows (in thousands):
Cash and cash equivalents |  | $ | 18,756 |
Accounts receivable |  |  | 10,430 |
Inventory |  |  | 29,483 |
Other current assets |  |  | 8,304 |
Total current assets |  |  | 66,973 |
Property and equipment |  |  | 312,781 |
Net deferred tax assets |  |  | 12,159 |
Other assets |  |  | 750 |
Total assets acquired |  | $ | 392,663 |
Accounts payable and accrued liabilities |  | $ | 27,780 |
Long-term debt - revolvers |  |  | 13,721 |
Long-term debt - term debt |  |  | 142,744 |
Pension plan liabilities |  |  | 8,518 |
Other non-current liabilities |  |  | 25,327 |
Total liabilities |  | $ | 218,090 |
Net assets acquired |  | $ | 174,573 |
The contractual amount due on the accounts receivable acquired was $10.8 million, of which $0.4 million is expected to be uncollectible. As discussed in Note 15, the Company recorded $3.7 million, included in other noncurrent liabilities above, as a litigation contingency related to certain legal cases for amounts that were probable and estimable as of the acquisition date. Subsequent to the acquisition date, the Company paid approximately $0.4 million of this amount. The following table presents unaudited pro forma financial information assuming the acquisition occurred on January 1, 2014 (in thousands except per share data).
|  | Years Ended December 31, |
|  | 2015 |  |  | 2014 |
Net sales – pro forma |  | $ | 1,484,676 |  |  | $ | 1,695,440 |
Cost of goods sold – pro forma |  | $ | 1,469,512 |  |  | $ | 1,528,387 |
Selling, general and administrative expenses – pro forma |  | $ | 34,735 |  |  | $ | 47,796 |
Net income (loss) – pro forma |  | $ | (34,136 | ) |  | $ | 12,596 |
Diluted net income (loss) per share – pro forma |  | $ | (0.81 | ) |  | $ | 0.31 |
Diluted weighted-average shares – pro forma |  |  | 42,053 |  |  |  | 40,428 |
The effects of the initial step-up of inventories and open contracts in the aggregate of $8.7 million recorded during 2015 were excluded in the above amounts for 2015, and instead recorded for the year 2014, as if the acquisition had occurred on January 1, 2014. For the six months ended December 31, 2015, Aventine contributed $299.0 million in net sales and $16.3 million in pre-tax loss. For the years ended December 31, 2015 and 2014, the Company recorded approximately $1.4 million and $0.7 million, respectively, in costs associated with the Aventine acquisition. These costs are reflected in selling, general and administrative expenses on the Company’s consolidated statements of operations, but were excluded from the amounts above.

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