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4. INTERCOMPANY AGREEMENTS | 12 Months Ended
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Dec. 31, 2015
Intercompany Agreements |
INTERCOMPANY AGREEMENTS | Affiliate Management Agreement – Pacific Ethanol, Inc. (the “Parent”) entered into an Affiliate Management Agreement (“AMA”) with its operating subsidiaries, namely Kinergy, PAP, the Pacific Ethanol West Plants and the Pacific Ethanol Central Plants, effective July 1, 2015, under which the Company agreed to provide operational and administrative and staff support services. These services generally include, but are not limited to, administering the subsidiaries’ compliance with their credit agreements and performing billing, collection, record keeping and other administrative and ministerial tasks. The Parent agreed to supply all labor and personnel required to perform its services under the AMA, including the labor and personnel required to operate and maintain the production facilities and marketing activities. These services are billed at a predetermined amount per subsidiary each month plus out of pocket costs such as employee wages and benefits. The AMA had an initial term of one year and automatic successive one year renewal periods. In addition to typical conditions for a party to terminate the agreement prior to its expiration, the Parent may terminate the AMA, and any subsidiary may terminate the AMA, at any time by providing at least 90 days prior notice of such termination. The Parent recorded revenues of approximately $8.1 million related to the AMA for the year ended December 31, 2015. These amounts have been eliminated upon consolidation. As the Parent was in the process of integrating the Pacific Ethanol Central Plants in the last half of 2015, no such fees were charged to the Pacific Ethanol Central Plants, but such fees commenced in January 2016. Prior Plant Management Agreement – Prior July 1, 2015, the Parent entered into a Plant Management Agreement (“PMA”) with the Pacific Ethanol West Plants under which the Parent agreed to operate and maintain the Pacific Ethanol West Plants. These services generally included, but were not limited to, administering the Plants’ compliance with their credit agreements and performing billing, collection, record keeping and other administrative and ministerial tasks. The Parent agreed to supply all labor and personnel required to perform its services under the PMA, including the labor and personnel required to operate and maintain the production facilities. The costs and expenses associated with the Parent’s provision of services under the PMA were prefunded by the Pacific Ethanol West Plants under a preapproved budget. The Parent’s obligation to provide services was limited to the extent there were sufficient funds advanced by the plants to cover the associated costs and expenses. As compensation for providing the services under the PMA, the Parent was paid $75,000 per month for each production facility that was operational and $40,000 per month for each production facility that was idled. The Parent recorded revenues attributed to the PMA of approximately $1.8 million, for the year ended December 31, 2015 and $3.5 million for each of the years ended December 31, 2014 and 2013. These amounts have been eliminated upon consolidation. In addition to the monthly fee, the Parent was to be paid a performance bonus if certain profit metrics were met. During the year ended December 31, 2014, the Company earned $2.8 million in performance bonuses. These amounts have been eliminated upon consolidation. No bonuses were paid in 2015 and 2013. Ethanol Marketing Agreements – Kinergy entered into separate ethanol marketing agreements with each of the Company’s eight plants, which granted it the exclusive right to purchase, market and sell the ethanol produced at those facilities. Under the terms of the ethanol marketing agreements, within ten days after delivering ethanol to Kinergy, an amount is paid to Kinergy equal to (i) the estimated purchase price payable by the third-party purchaser of the ethanol, minus (ii) the estimated amount of transportation costs to be incurred, minus (iii) the estimated incentive fee payable to Kinergy, which equals 1% of the aggregate third-party purchase price, provided that the marketing fee shall not be less than $0.015 per gallon and not more than $0.0225 per gallon. Each of the ethanol marketing agreements had an initial term of one year and successive one year renewal periods at the option of the individual plant. Kinergy recorded revenues of approximately $5,262,000, $3,986,000 and $3,351,000 related to the ethanol marketing agreements for the years ended December 31, 2015, 2014 and 2013, respectively. These amounts have been eliminated upon consolidation. Corn Procurement and Handling Agreements – PAP entered into separate corn procurement and handling agreements with each of the four Pacific Ethanol West Plants. Under the terms of the corn procurement and handling agreements, each facility appointed PAP as its exclusive agent to solicit, negotiate, enter into and administer, on its behalf, corn supply arrangements to procure the corn necessary to operate its facility. PAP also provides grain handling services including, but not limited to, receiving, unloading and conveying corn into the facility’s storage and, in the case of whole corn delivered, processing and hammering the whole corn. PAP is to receive a fee of $0.045 per bushel of corn delivered to each facility as consideration for its procurement and handling services, payable monthly. Each corn procurement and handling agreement had an initial term of one year and successive one year renewal periods at the option of the individual plant. PAP recorded revenues of approximately $2,910,000, $2,989,000 and $2,423,000 related to the corn procurement and handling agreements for the years ended December 31, 2015, 2014 and 2013, respectively. These amounts have been eliminated upon consolidation. Distillers Grains Marketing Agreements – PAP entered into separate distillers grains marketing agreements with each of the Company’s eight plants, which grant PAP the exclusive right to market, purchase and sell the various co-products produced at each facility. Under the terms of the distillers grains marketing agreements, within ten days after a plant delivers co-products to PAP, the plant is paid an amount equal to (i) the estimated purchase price payable by the third-party purchaser of the co-products, minus (ii) the estimated amount of transportation costs to be incurred, minus (iii) the estimated amount of fees and taxes payable to governmental authorities in connection with the tonnage of the co-products produced or marketed, minus (iv) the estimated incentive fee payable to the Company, which equals (a) 5% of the aggregate third-party purchase price for wet corn gluten feed, wet distillers grains, corn condensed distillers solubles and distillers grains with solubles, or (b) 1% of the aggregate third-party purchase price for corn gluten meal, dry corn gluten feed, dry distillers grains, corn germ and corn oil. Each distillers grains marketing agreement had an initial term of one year and successive one year renewal periods at the option of the individual plant. PAP recorded revenues of approximately $4,438,000, $4,788,000 and $4,584,000 related to the distillers grain marketing agreements for the years ended December 31, 2015, 2014 and 2013, respectively. These amounts have been eliminated upon consolidation.

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