Green Plains Inc. 10-Q

Item 1. Financial Statements. GREEN PLAINS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) September 30, ‎ 2020 December 31, ‎ 2019 (unaudited) ASSETS Current assets Cash and cash equivalents $ 150,407 $ 245,977 Restricted cash 31,877 23,919 Accounts receivable, net of allowances of $ 191 and $ 166 , respectively 54,482 107,183 Income taxes receivable 57,929 6,216 Inventories 184,661 252,992 Prepaid expenses and other 14,634 13,685 Derivative financial instruments 14,687 17,941 Total current assets 508,677 667,913 Property and equipment, net of accumulated depreciation and amortization of $ 541,690 and $ 486,677 , respectively 858,490 827,271 Operating lease right-of-use assets 56,904 52,476 Investment in equity method investees 73,563 68,998 Other assets 39,786 81,560 Total assets $ 1,537,420 $ 1,698,218 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 89,566 $ 156,693 Accrued and other liabilities 28,682 39,384 Derivative financial instruments 17,577 8,721 Operating lease current liabilities 14,663 16,626 Short-term notes payable and other borrowings 146,614 187,812 Current maturities of long-term debt 34,378 132,555 Total current liabilities 331,480 541,791 Long-term debt 345,056 243,990 Operating lease long-term liabilities 45,360 38,314 Other liabilities 11,969 8,837 Total liabilities 733,865 832,932 Commitments and contingencies (Note 14) Stockholders' equity Common stock, $ 0.001 par value; 75,000,000 shares authorized; ‎ 47,466,527 and 46,964,115 shares issued, and 35,653,366 ‎ and 36,031,933 shares outstanding, respectively 47 47 Additional paid-in capital 738,774 734,580 Retained earnings 89,005 148,150 Accumulated other comprehensive loss ( 10,913 ) ( 11,064 ) Treasury stock, 11,813,161 and 10,932,182 shares, respectively ( 131,287 ) ( 119,808 ) Total Green Plains stockholders' equity 685,626 751,905 Noncontrolling interests 117,929 113,381 Total stockholders' equity 803,555 865,286 Total liabilities and stockholders' equity $ 1,537,420 $ 1,698,218 See accompanying notes to the consolidated financial statements. ‎ 3 Table of Contents GREEN PLAINS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in thousands, except per share amounts) Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, 2020 2019 2020 2019 Revenues Product revenues $ 423,027 $ 631,032 $ 1,441,248 $ 1,696,245 Service revenues 1,035 1,318 3,707 5,315 Total revenues 424,062 632,350 1,444,955 1,701,560 Costs and expenses Cost of goods sold (excluding depreciation and amortization expenses reflected below) 393,933 632,129 1,372,057 1,700,481 Operations and maintenance expenses 6,647 6,216 19,410 19,314 Selling, general and administrative expenses 19,934 18,542 62,090 56,450 Goodwill impairment - - 24,091 - Gain on sale of asset ( 2,000 ) - ( 2,000 ) - Depreciation and amortization expenses 19,753 17,828 57,208 52,963 Total costs and expenses 438,267 674,715 1,532,856 1,829,208 Operating loss from continuing operations ( 14,205 ) ( 42,365 ) ( 87,901 ) ( 127,648 ) Other income (expense) Interest income 3 767 643 2,813 Interest expense ( 10,169 ) ( 10,548 ) ( 29,536 ) ( 31,528 ) Other, net 12 88 862 630 Total other expense ( 10,154 ) ( 9,693 ) ( 28,031 ) ( 28,085 ) Loss from continuing operations before income taxes and income from equity method investees ( 24,359 ) ( 52,058 ) ( 115,932 ) ( 155,733 ) Income tax benefit (expense) ( 7,280 ) 12,530 48,461 40,692 Income from equity method investees, net of income taxes 906 644 20,917 534 Net loss from continuing operations including noncontrolling interest ( 30,733 ) ( 38,884 ) ( 46,554 ) ( 114,507 ) Net income from discontinued operations, net of income taxes - 3,393 - 966 Net loss ( 30,733 ) ( 35,491 ) ( 46,554 ) ( 113,541 ) Net income attributable to noncontrolling interests 3,753 3,479 12,591 13,570 Net loss attributable to Green Plains $ ( 34,486 ) $ ( 38,970 ) $ ( 59,145 ) $ ( 127,111 ) Earnings per share - basic and diluted Net loss from continuing operations $ ( 1.00 ) $ ( 1.15 ) $ ( 1.71 ) $ ( 3.28 ) Net income from discontinued operations - 0.09 - 0.03 Net loss attributable to Green Plains $ ( 1.00 ) $ ( 1.06 ) $ ( 1.71 ) $ ( 3.25 ) Weighted average shares outstanding: Basic 34,629 36,913 34,632 39,092 Diluted 34,629 36,913 34,632 39,092 See accompanying notes to the consolidated financial statements. 4 Table of Contents GREEN PLAINS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited and in thousands) Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, 2020 2019 2020 2019 Net loss $ ( 30,733 ) $ ( 35,491 ) $ ( 46,554 ) $ ( 113,541 ) Other comprehensive income (loss), net of tax: Unrealized gains (losses) on derivatives arising during the period, net of tax benefit (expense) of $ 859 , ($ 5,149 ), ($ 160 ) and ($ 12,953 ), respectively ( 2,696 ) 28,095 503 54,472 Reclassification of realized gains on derivatives, net of tax expense of $ 0 , $ 13,445 , $ 1,431 and $ 9,358 , respectively - ( 53,255 ) ( 4,492 ) ( 39,439 ) Other comprehensive income (loss), net of tax ( 2,696 ) ( 25,160 ) ( 3,989 ) 15,033 Share of equity method investees other comprehensive income (loss) arising during the period, net of tax benefit (expense) of $ 6,705 , $ 3,555 , ($ 1,318 ) and $ 3,555 , respectively ( 21,057 ) ( 10,771 ) 4,140 ( 10,771 ) Total other comprehensive income (loss), net of tax ( 23,753 ) ( 35,931 ) 151 4,262 Comprehensive loss ( 54,486 ) ( 71,422 ) ( 46,403 ) ( 109,279 ) Comprehensive income attributable to noncontrolling interests 3,753 3,479 12,591 13,570 Comprehensive loss attributable to Green Plains $ ( 58,239 ) $ ( 74,901 ) $ ( 58,994 ) $ ( 122,849 ) See accompanying notes to the consolidated financial statements. ‎ 5 Table of Contents GREEN PLAINS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Nine Months Ended ‎ September 30, 2020 2019 Cash flows from operating activities: Net loss from continuing operations including noncontrolling interest $ ( 46,554 ) $ ( 114,507 ) Net income from discontinued operations, net of income taxes - 966 Net loss ( 46,554 ) ( 113,541 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 57,208 52,963 Amortization of debt issuance costs and debt discount 16,097 15,633 Goodwill impairment 24,091 - Gain on sale of assets, net ( 1,405 ) - Deferred income taxes ( 10,569 ) ( 38,918 ) Stock-based compensation 5,720 7,406 Income from equity method investees, net of income taxes ( 20,917 ) ( 534 ) Distribution from equity method investments 27,910 - Other 18 1,245 Changes in operating assets and liabilities before effects of business combinations and dispositions: Accounts receivable 54,683 21,106 Inventories 68,301 52,400 Derivative financial instruments 5,532 7,208 Prepaid expenses and other assets 2,051 3,900 Accounts payable and accrued liabilities ( 78,091 ) ( 22,359 ) Current income taxes ( 26,825 ) ( 2,175 ) Other ( 802 ) ( 2,167 ) Net cash provided by (used in) operating activities - continuing operations 76,448 ( 17,833 ) Net cash provided by operating activities - discontinued operations - 17,469 Net cash provided by (used in) operating activities 76,448 ( 364 ) Cash flows from investing activities: Purchases of property and equipment, net ( 85,376 ) ( 43,372 ) Proceeds from the sale of discontinued operations, net of cash divested - 77,240 Proceeds from the sale of assets, net - 3,469 Other investing activities ( 4,098 ) ( 100 ) Net cash provided by (used in) investing activities - continuing operations ( 89,474 ) 37,237 Net cash used in investing activities - discontinued operations - ( 4,169 ) Net cash provided by (used in) investing activities ( 89,474 ) 33,068 Cash flows from financing activities: Proceeds from the issuance of long-term debt 13,000 180,100 Payments of principal on long-term debt ( 12,933 ) ( 68,235 ) Proceeds from short-term borrowings 1,816,821 1,994,777 Payments on short-term borrowings ( 1,866,526 ) ( 2,070,273 ) Payments for repurchase of common stock ( 11,479 ) ( 55,884 ) Payments of cash dividends and distributions ( 8,281 ) ( 26,189 ) Proceeds from disgorgement of shareholder short-swing profits - 6,699 Payments of loan fees ( 3,900 ) ( 5,290 ) Payments related to tax withholdings for stock-based compensation ( 1,288 ) ( 2,101 ) Net cash used in financing activities - continuing operations ( 74,586 ) ( 46,396 ) Net cash used in financing activities - discontinued operations - ( 50,464 ) Net cash used in financing activities ( 74,586 ) ( 96,860 ) Net change in cash, cash equivalents and restricted cash ( 87,612 ) ( 64,156 ) Cash, cash equivalents and restricted cash, beginning of period 269,896 283,284 Discontinued operations cash activity included above: Add: Cash balance included in current assets of discontinued operations at beginning of period - 34,911 Cash, cash equivalents and restricted cash, end of period $ 182,284 $ 254,039 Continued on the following page ‎ 6 Table of Contents GREEN PLAINS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Continued from the previous page Nine Months Ended ‎ September 30, 2020 2019 Reconciliation of total cash, cash equivalents and restricted cash: Cash and cash equivalents $ 150,407 $ 235,537 Restricted cash 31,877 18,502 Total cash, cash equivalents and restricted cash $ 182,284 $ 254,039 Assets disposed of in sale $ - $ 527,614 Less: liabilities disposed - ( 373,846 ) Net assets disposed $ - $ 153,768 Supplemental disclosures of cash flow: Cash paid (refunded) for income taxes $ ( 4,533 ) $ 640 Cash paid for interest of continuing operations $ 20,325 $ 21,777 Cash paid for interest of discontinued operations $ - $ 11,556 See accompanying notes to the consolidated financial statements. ‎ 7 Table of Contents GREEN PLAINS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES References to the Company References to “Green Plains” or the “company” in the consolidated financial statements and in these notes to the consolidated financial statements refer to Green Plains Inc., an Iowa corporation, and its subsidiaries. Consolidated Financial Statements The consolidated financial statements include the company’s accounts and all significant intercompany balances and transactions are eliminated. Unconsolidated entities are included in the financial statements on an equity basis. T he company owns a 48.9 % limited partner interest and a 2.0 % general partner interest in Green Plains Partners LP. Public investors own the remaining 49.1 % limited partner interest in the partnership. The company determined that the limited partners in the partnership with equity at risk lack the power, through voting rights or similar rights, to direct the activities that most significantly impact partnership’s economic performance; therefore, the partnership is considered a variable interest entity. The company, through its ownership of the general partner interest in the partnership, has the power to direct the activities that most significantly affect economic performance and is obligated to absorb losses and has the right to receive benefits that could be significant to the partnership. Therefore, the company is considered the primary beneficiary and consolidates the partnership in the company’s financial statements. The assets of the partnership cannot be used by the company for general corporate purposes. The partnership’s consolidated total assets as of September 30, 2020 and December 31, 2019, excluding intercompany balances, are $ 87.3 million and $ 90.0 million, respectively, and primarily consist of property and equipment, operating lease right-of-use assets and goodwill. The partnership’s consolidated total liabilities as of September 30, 2020 and December 31, 2019, excluding intercompany balances, are $ 165.1 million and $ 180.9 million, respectively, which primarily consist of long-term debt as discussed in Note 9 – Debt and operating lease liabilities. The liabilities recognized as a result of consolidating the partnership do not represent additional claims on our general assets. GPCC, a previously a wholly owned subsidiary of Green Plains, was disposed of during the third quarter of 2019. After closing, GPCC is no longer consolidated in the company’s consolidated financial statements and the GPCC investment is accounted for using the equity method of accounting. Additionally, the company concluded that the disposition of GPCC met the requirements under ASC 205-20 Presentation of Financial Statements – Discontinued Operations (“ASC 205-20”) to be presented as discontinued operations. As such, GPCC results prior to its disposition are classified as discontinued operations in prior period consolidated financial statements. See Note 3 - Dispositions and Discontinued Operations and Note 17 – Subsequent Events for further details. The company also owns a 90.0 % interest in BioProcess Algae, a joint venture formed in 2008, and consolidates their results in its consolidated financial statements. The accompanying unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Because they do not include all of the information and notes required by GAAP, the consolidated financial statements should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 20, 2020. The unaudited financial information reflects adjustments, which are, in the opinion of management, necessary for a fair presentation of results of operations, financial position and cash flows for the periods presented. The adjustments are normal and recurring in nature, unless otherwise noted. Interim period results are not necessarily indicative of the results to be expected for the entire year. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications did not affect total revenues, costs and expenses, net income or stockholders’ equity. ‎ 8 Table of Contents Revision of Previously Issued Financial Statements During the third quarter of 2020, the company identified an immaterial issue which resulted in the overstatement of both revenues and cost of goods sold by $ 30.0 million within the agribusiness and energy services segment as previously reported for the three and six months ended June 30, 2020. The second quarter revenues and cost of goods sold reflected in the year to date consolidated statement of operations have been revised to correct these amounts. The company will update revenues and cost of goods sold in future filings to properly reflect these amounts for the three and six months ended June 30, 2020. Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The company bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances and regularly evaluates the appropriateness of its estimates and assumptions. Actual results could differ from those estimates. Key accounting policies, including but not limited to those relating to revenue recognition, operating leases, impairment of long-lived assets and goodwill, derivative financial instruments and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. Description of Business The company operates within four business segments: (1) ethanol production, which includes the production of ethanol, including industrial-grade alcohol, distillers grains, ultra-high protein and corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, corn oil, natural gas and other commodities, (3) food and ingredients, which includes food-grade corn oil and (4) partnership, which includes fuel storage and transportation services. Cash and Cash Equivalents Cash and cash equivalents includes bank deposits as well as short-term, highly liquid investments with original maturities of three months or less. Restricted Cash The company has restricted cash, which can only be used for funding letters of credit or for payment towards a revolving credit agreement. Restricted cash also includes cash margins and securities pledged to commodity exchange clearinghouses and at times, funds in escrow related to acquisition and disposition activities. To the degree these segregated balances are cash and cash equivalents, they are considered restricted cash on the consolidated balance sheets. Revenue Recognition The company recognizes revenue when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the transfer of control of products or services. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue. Sales of ethanol, distillers grains, corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied. Generally, this occurs with the transfer of control of products or services. Revenues related to marketing for third parties are presented on a gross basis as the company controls the product prior to the sale to the end customer, takes title of the product and has inventory risk. Unearned revenue is recorded for goods in transit when the company has received payment but control has not yet been transferred to the customer. Revenues for receiving, storing, transferring and transporting ethanol and other fuels are recognized when the product is delivered to the customer. ‎ 9 Table of Contents The company routinely enters into physical-delivery energy commodity purchase and sale agreements. At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical commodity. Energy trading transactions are reported net as a component of revenue. Revenues include net gains or losses from derivatives related to products sold while cost of goods sold includes net gains or losses from derivatives related to commodities purchased. Revenues also include realized gains and losses on related derivative financial instruments and reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Sales of products, including agricultural commodities, are recognized when control of the product is transferred to the customer, which depends on the agreed upon shipment or delivery terms. Revenues related to grain merchandising are presented gross and include shipping and handling, which is also a component of cost of goods sold. Revenues from grain storage are recognized over time as the services are rendered. A substantial portion of the partnership revenues are derived from fixed-fee commercial agreements for storage, terminal or transportation services. The partnership recognizes revenue upon transfer of control of product from its storage tanks and fuel terminals, when railcar volumetric capacity is provided, and as truck transportation services are performed. To the extent shortfalls associated with minimum volume commitments in the previous four quarters continue to exist, volumes in excess of the minimum volume commitment are applied to those shortfalls. Remaining excess volumes generating operating lease revenue are recognized as incurred. Shipping and Handling Costs The company accounts for shipping and handling activities related to contracts with customers as costs to fulfill its promise to transfer the associated products. Accordingly, the company records customer payments associated with shipping and handling costs as a component of revenue, and classifies such costs as a component of cost of goods sold. Cost of Goods Sold Cost of goods sold includes direct labor, materials, shipping and plant overhead costs. Direct labor includes all compensation and related benefits of non-management personnel involved in ethanol production. Grain purchasing and receiving costs, excluding labor costs for grain buyers and scale operators, are also included in cost of goods sold. Materials include the cost of corn feedstock, denaturant, and process chemicals. Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Plant overhead consists primarily of plant utilities, repairs and maintenance and outbound freight charges. Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold. The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, grain and natural gas. Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash. The company is exposed to loss when counterparties default on forward purchase and sale contracts. Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract is based. Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold. Operations and Maintenance Expenses In the partnership segment, transportation expenses represent the primary component of operations and maintenance expenses. Transportation expenses include railcar leases, freight and shipping of the company’s ethanol and co-products, as well as costs incurred storing ethanol at destination terminals. Derivative Financial Instruments The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, natural gas and crude oil. The company monitors and manages this exposure as part of its overall risk management policy to reduce the adverse effect market volatility may have on its operating results. The company may hedge these commodities as one way to mitigate risk; however, there may be situations when these hedging activities themselves result in losses. 10 Table of Contents By using derivatives to hedge exposures to changes in commodity prices, the company is exposed to credit and market risk. The company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The company minimizes its credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition. Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices or interest rates. The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments. The company evaluates its physical delivery contracts to determine if they qualify for normal purchase or sale exemptions which are expected to be used or sold over a reasonable period in the normal course of business. Contracts that do not meet the normal purchase or sale criteria are recorded at fair value. Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment. Certain qualifying derivatives related to ethanol production and agribusiness and energy services are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized and the physical transaction is completed. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative financial instruments are recognized in current assets or current liabilities at fair value. At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative. Recent Accounting Pronouncements In December 2019, the FASB issued amended guidance in ASC 740, Income Taxes - Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 74 0. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. The amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted. The company is evaluating the impact of this standard on its consolidated financial statements. In March 2020, the FASB issued amended guidance in ASC 848, Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions to U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the LIBOR and other interbank offered rates to alternative reference rates. The expedients and exceptions provided by the amended guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The guidance is effective upon issuance and to be applied prospectively from any date beginning March 12, 2020 through December 31, 2022. The amended guidance is not expected to have a material impact on the company’s consolidated financial statements. In August 2020, the FASB issued amended guidance in ASC 470-20 , Debt - Debt with Conversion and Other Options and ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity - Accounting for Convertible Instruments and Contracts in an Equity’s Own Equity . The amended guidance simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. The amended guidance also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. The amended guidance is effective for fiscal periods beginning after December 15, 2021, including interim periods within those fiscal periods. Early adoption is permitted, but no earlier than fiscal periods beginning after December 15, 2020. The amended guidance permits the use of either the modified retrospective or fully retrospective method of transition. The company is currently evaluating the timing of adoption and impact of this standard on its consolidated financial statements however anticipates it will result in an increase to long-term debt and a decrease in additional paid-in-capital as well as a reduction in non-cash interest expense related to the company’s convertible notes. ‎ 11 Table of Contents 2. REVENUE Revenue Recognition Revenue is recognized when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the transfer of control of products or services. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue. Revenue by Source The following tables disaggregate revenue by major source (in thousands): Three Months Ended September 30, 2020 Ethanol Production Agribusiness & Energy Services Food & Ingredients Partnership Eliminations Total Revenues: Revenues from contracts with customers under ASC 606: Ethanol $ - $ - $ - $ - $ - $ - Distillers grains 4,095 - - - - 4,095 Corn oil - 2,938 - - - 2,938 Service revenues - - - 920 - 920 Other 66 1,408 - - - 1,474 Intersegment revenues 25 - - 2,289 ( 2,314 ) - Total revenues from contracts with customers 4,186 4,346 - 3,209 ( 2,314 ) 9,427 Revenues from contracts accounted for as derivatives under ASC 815 (1) : Ethanol 263,390 56,895 - - - 320,285 Distillers grains 51,692 10,696 - - - 62,388 Corn oil 12,433 5,805 - - - 18,238 Grain 1 11,099 - - - 11,100 Other 1,276 1,233 - - - 2,509 Intersegment revenues - 5,354 - - ( 5,354 ) - Total revenues from contracts accounted for as derivatives 328,792 91,082 - - ( 5,354 ) 414,520 Leasing revenues under ASC 842 (2) : - - - 18,173 ( 18,058 ) 115 Total Revenues $ 332,978 $ 95,428 $ - $ 21,382 $ ( 25,726 ) $ 424,062 Nine Months Ended September 30, 2020 Ethanol Production Agribusiness & Energy Services Food & Ingredients Partnership Eliminations Total Revenues: Revenues from contracts with customers under ASC 606: Ethanol $ - $ - $ - $ - $ - $ - Distillers grains 25,159 - - - - 25,159 Corn oil - 2,938 - - - 2,938 Service revenues - - - 3,366 - 3,366 Other 4,257 3,668 - - - 7,925 Intersegment revenues 75 - - 6,201 ( 6,276 ) - Total revenues from contracts with customers 29,491 6,606 - 9,567 ( 6,276 ) 39,388 Revenues from contracts accounted for as derivatives under ASC 815 (1) : Ethanol 849,298 243,930 - - - 1,093,228 Distillers grains 179,854 28,960 - - - 208,814 Corn oil 36,621 23,681 - - - 60,302 Grain 7 26,773 - - - 26,780 Other 3,974 12,128 - - - 16,102 Intersegment revenues - 17,030 - - ( 17,030 ) - Total revenues from contracts accounted for as derivatives 1,069,754 352,502 - - ( 17,030 ) 1,405,226 Leasing revenues under ASC 842 (2) : - - - 52,467 ( 52,126 ) 341 Total Revenues $ 1,099,245 $ 359,108 $ - $ 62,034 $ ( 75,432 ) $ 1,444,955 ‎ 12 Table of Contents Three Months Ended September 30, 2019 Ethanol Production Agribusiness & Energy Services Food & Ingredients Partnership Eliminations Total Revenues: Revenues from contracts with customers under ASC 606: Ethanol $ - $ - $ - $ - $ - $ - Distillers grains 16,455 - - - - 16,455 Service revenues - - - 1,275 - 1,275 Other 127 895 - - - 1,022 Intersegment revenues 24 - - 2,046 ( 2,070 ) - Total revenues from contracts with customers 16,606 895 - 3,321 ( 2,070 ) 18,752 Revenues from contracts accounted for as derivatives under ASC 815 (1) : Ethanol 389,847 111,454 - - - 501,301 Distillers grains 62,698 6,077 - - - 68,775 Corn oil 14,308 5,509 - - - 19,817 Grain 2 19,056 - - - 19,058 Other 945 3,659 - - - 4,604 Intersegment revenues - 7,293 - - ( 7,293 ) - Total revenues from contracts accounted for as derivatives 467,800 153,048 - - ( 7,293 ) 613,555 Leasing revenues under ASC 842 (2) : - - - 16,833 ( 16,790 ) 43 Total Revenues $ 484,406 $ 153,943 $ - $ 20,154 $ ( 26,153 ) $ 632,350 Nine Months Ended September 30, 2019 Ethanol Production Agribusiness & Energy Services Food & Ingredients Partnership Eliminations Total Revenues: Revenues from contracts with customers under ASC 606: Ethanol $ 620 $ - $ - $ - $ - $ 620 Distillers grains 47,860 - - - - 47,860 Service revenues - - - 4,966 - 4,966 Other 2,135 1,515 - - - 3,650 Intersegment revenues 75 - - 5,267 ( 5,342 ) - Total revenues from contracts with customers 50,690 1,515 - 10,233 ( 5,342 ) 57,096 Revenues from contracts accounted for as derivatives under ASC 815 (1) : Ethanol 946,390 324,756 - - - 1,271,146 Distillers grains 165,436 32,165 - - - 197,601 Corn oil 35,915 22,943 1,451 - - 60,309 Grain 138 59,140 - - - 59,278 Other 7,613 48,168 - - - 55,781 Intersegment revenues - 19,432 - - ( 19,432 ) - Total revenues from contracts accounted for as derivatives 1,155,492 506,604 1,451 - ( 19,432 ) 1,644,115 Leasing revenues under ASC 840 (2) : - - - 51,833 ( 51,484 ) 349 Total Revenues $ 1,206,182 $ 508,119 $ 1,451 $ 62,066 $ ( 76,258 ) $ 1,701,560 (1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606, where the company recognizes revenue when control of the inventory is transferred within the meaning of ASC 606 as required by ASC 610-20, Gains and Losses from Derecognition of Nonfinancial Assets . (2) Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are accounted for under ASC 842, Leases . Major Customers Revenue from Customer A represented 10 % of total revenues for the nine months ended September 30, 2020 and 10 % and 11 % of total revenues for the three and nine months ended September 30, 2019, respectively. Revenue from Customer B represented 11 % and 10 % of total revenues for the three and nine months ended September 30, 2019, respectively. Revenues from these customers are reported in the ethanol production segment. ‎ 13 Table of Contents 3. DISPOSITIONS AND DISCONTINUED OPERATIONS DISPOSITIONS Disposition of Green Plains Cattle Company LLC On September 1, 2019, the company, TGAM Agribusiness Fund Holdings-B LP (“TGAM”) and StepStone Atlantic Fund, L.P. (“StepStone”) formed a joint venture and entered into a LLC Agreement. GPCC was previously a wholly owned subsidiary of Green Plains. Green Plains also entered into a Securities Purchase Agreement with TGAM and StepStone, whereby TGAM and StepStone purchased an aggregate of 50 % of the membership interests of GPCC from Green Plains for approximately $ 76.9 million in cash. There was no gain or loss recorded as part of this initial transaction. The LLC Agreement contained certain earn-out or bonus provisions to be paid by or received from GPCC if certain EBITDA thresholds were met. Pursuant to the bonus provision, on August 31, 2020, Green Plains earned $ 2.0 million which has been recorded within “Gain on sale of asset” on the consolidated statements of operations for the three and nine months ended September 30, 2020. Under the LLC Agreement, Green Plains has certain rights and obligations, including but not limited to, the right or obligation: (i) to designate two Managers to the Board of Managers of GPCC (the “Board”), or in the event the size of the Board is increased, the number of Managers equal to two-fifths of the Board, rounded up, and (ii) to fund additional capital contributions in accordance with their percentage interest upon mutual agreement by Green Plains, TGAM and StepStone. Additionally, TGAM and StepStone both have the right or obligation to designate one Manager, or in the event the size of the Board is increased, the number of Managers equal to one-fifths of the Board, rounded up. Each Manager serving on the Board shall have one vote and a majority of the Managers serving on the Board shall constitute a quorum for the transaction of business of the Board. Green Plains’ allocation under the LLC Agreement will be subject to certain adjustments. The assets and liabilities of the GPCC at closing on September 1, 2019 were as follows (in thousands): Amounts of Identifiable Assets Disposed and Liabilities Relinquished Cash $ 2 Accounts receivable, net 17,920 Inventory 387,534 Derivative financial instruments 48,189 Property and equipment 71,678 Other assets 2,291 Current liabilities ( 49,297 ) Short-term notes payable and other borrowings ( 38 ) Current maturities of long-term debt ( 324,028 ) Long-term debt ( 80 ) Other liabilities ( 403 ) Total identifiable net assets disposed $ 153,768 Subsequent to September 30, 2020, the company sold its remaining interest in GPCC. Refer to Note 17 – Subsequent Events for further discussion. DISCONTINUED OPERATIONS GPCC is no longer consolidated in the company’s consolidated financial statements and the GPCC investment is accounted for using the equity method of accounting. Additionally, the company concluded that the disposition of GPCC met the requirements under ASC 205-20 . As such, GPCC results prior to its disposition are classified as discontinued operations for all applicable periods. Financial results of GPCC were previously recorded within the food and ingredients segment. ‎ 14 Table of Contents Summarized Results of Discontinued Operations The following table presents the results of our discontinued operations (in thousands). GPCC was disposed of on September 1, 2019, as such operational results through August 31, 2019 are included in the fiscal year 2019 amounts presented below. Three Months Ended September 30, 2019 (1) Nine Months Ended September 30, 2019 (1) Product revenues $ 160,113 $ 638,122 Costs and expenses Cost of goods sold (excluding depreciation and amortization expenses reflected below) 150,214 614,671 Selling, general and administrative expenses 1,472 5,931 Depreciation and amortization expenses 1,004 4,199 Total costs and expenses 152,690 624,801 Operating income 7,423 13,321 Other income (expense) Interest income 42 182 Interest expense ( 3,001 ) ( 12,417 ) Total other expense ( 2,959 ) ( 12,235 ) Income before income taxes 4,464 1,086 Income tax expense ( 1,071 ) ( 120 ) Net income $ 3,393 $ 966 (1) Product revenues, costs of goods sold and selling, general and administrative expenses include certain revenue and expense items which were previously considered intercompany transactions prior to the disposition of GPCC and therefore eliminated upon consolidation. These revenue and costs of goods sold transactions total $ 5.5 million and $ 14.5 million for the three and nine months ended September 30, 2019, respectively. 4 . FAIR VALUE DISCLOSURES The following methods, assumptions and valuation techniques were used in estimating the fair value of the company’s financial instruments: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities the company can access at the measurement date. Level 2 – directly or indirectly observable inputs such as quoted prices for similar assets or liabilities in active markets other than quoted prices included within Level 1, quoted prices for identical or similar assets in markets that are not active, and other inputs that are observable or can be substantially corroborated by observable market data through correlation or other means. Grain inventories held for sale in the agribusiness and energy services segment are valued at nearby futures values, plus or minus nearby basis. Level 3 – unobservable inputs that are supported by little or no market activity and comprise a significant component of the fair value of the assets or liabilities. The company currently does not have any recurring Level 3 financial instruments. Derivative contracts include exchange-traded commodity futures and options contracts and forward commodity purchase and sale contracts. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1. The majority of the company’s exchange-traded futures and options contracts are cash-settled on a daily basis. ‎ 15 Table of Contents There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and liabilities by level are as follows (in thousands): Fair Value Measurements at September 30, 2020 Quoted Prices in ‎ Active Markets for ‎ Identical Assets Significant Other ‎ Observable Inputs (Level 1) (Level 2) Total Assets: Cash and cash equivalents $ 150,407 $ - $ 150,407 Restricted cash 31,877 - 31,877 Inventories carried at market - 29,963 29,963 Unrealized gains on derivatives - 14,687 14,687 Other assets 112 3,008 3,120 Total assets measured at fair value $ 182,396 $ 47,658 $ 230,054 Liabilities: Accounts payable (1) $ - $ 24,074 $ 24,074 Unrealized losses on derivatives - 8,325 8,325 Total liabilities measured at fair value $ - $ 32,399 $ 32,399 Fair Value Measurements at December 31, 2019 Quoted Prices in ‎ Active Markets for ‎ Identical Assets Significant Other ‎ Observable Inputs (Level 1) (Level 2) Total Assets: Cash and cash equivalents $ 245,977 $ - $ 245,977 Restricted cash 23,919 - 23,919 Inventories carried at market - 73,318 73,318 Unrealized gains on derivatives - 14,515 14,515 Other assets 113 - 113 Total assets measured at fair value $ 270,009 $ 87,833 $ 357,842 Liabilities: Accounts payable (1) $ - $ 37,294 $ 37,294 Unrealized losses on derivatives - 7,771 7,771 Total liabilities measured at fair value $ - $ 45,065 $ 45,065 (1) Accounts payable is generally stated at historical amounts with the exception of $ 12.3 million and $ 37.3 million at September 30, 2020 and December 31, 2019, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices. These payables are hybrid financial instruments for which the company has elected the fair value option. The fair value of the company’s debt was approximately $ 536.7 million compared with a book value of $ 526.0 million at September 30, 2020. The fair value of the company’s debt approximated book value, which was $ 564.4 million at December 31, 2019. The company estimated the fair value of its outstanding debt using Level 2 inputs . The company believes the fair values of its accounts receivable approximated book value, which was $ 54.5 million and $ 107.2 million at September 30, 2020 and December 31, 2019, respectively. Although the company currently does not have any recurring Level 3 financial measurements, the fair values of tangible assets and goodwill acquired and the equity component of convertible debt represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued. ‎ 16 Table of Contents 5. SEGMENT INFORMATION The company reports the financial and operating performance for the following four operating segments: (1) ethanol production, which includes the production of ethanol, including industrial-grade alcohol, distillers grains, ultra-high protein and corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, corn oil, natural gas and other commodities, (3) food and ingredients, which includes food-grade corn oil and (4) partnership, which includes fuel storage and transportation services. Corporate activities include selling , general and administrative expenses, consisting primarily of compensation, professional fees and overhead costs not directly related to a specific operating segment. During the normal course of business, the operating segments conduct business with each other. For example, the agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains and corn oil for the ethanol production segment. The partnership segment provides fuel storage and transportation services for the ethanol production segment. These intersegment activities are treated like third-party transactions with origination, marketing and storage fees charged at estimated market values. Consequently, these transactions affect segment performance; however, they do not impact the company’s consolidated results since the revenues and corresponding costs are eliminated. The following tables set forth certain financial data for the company’s operating segments (in thousands): Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, 2020 2019 2020 2019 Revenues: Ethanol production: Revenues from external customers $ 332,953 $ 484,382 $ 1,099,170 $ 1,206,107 Intersegment revenues 25 24 75 75 Total segment revenues 332,978 484,406 1,099,245 1,206,182 Agribusiness and energy services: Revenues from external customers 90,074 146,650 342,078 488,687 Intersegment revenues 5,354 7,293 17,030 19,432 Total segment revenues 95,428 153,943 359,108 508,119 Food and ingredients: Revenues from external customers - - - 1,451 Intersegment revenues - - - - Total segment revenues - - - 1,451 Partnership: Revenues from external customers 1,035 1,318 3,707 5,315 Intersegment revenues 20,347 18,836 58,327 56,751 Total segment revenues 21,382 20,154 62,034 62,066 Revenues including intersegment activity 449,788 658,503 1,520,387 1,777,818 Intersegment eliminations ( 25,726 ) ( 26,153 ) ( 75,432 ) ( 76,258 ) Total Revenues $ 424,062 $ 632,350 $ 1,444,955 $ 1,701,560 Refer to Note 2 - Revenue , for further disaggregation of revenue by operating segment. ‎ 17 Table of Contents Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, 2020 2019 2020 2019 Cost of goods sold: Ethanol production $ 330,162 $ 512,527 $ 1,103,486 $ 1,289,366 Agribusiness and energy services 87,027 150,465 339,332 486,305 Food and ingredients - 3 - 1,526 Intersegment eliminations ( 23,256 ) ( 30,866 ) ( 70,761 ) ( 76,716 ) $ 393,933 $ 632,129 $ 1,372,057 $ 1,700,481 Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, 2020 2019 2020 2019 Operating income (loss): Ethanol production (1) $ ( 21,351 ) $ ( 49,289 ) $ ( 100,924 ) $ ( 147,366 ) Agribusiness and energy services 4,296 ( 461 ) 7,207 9,184 Food and ingredients - ( 6 ) - ( 76 ) Partnership 12,986 12,322 37,641 38,029 Intersegment eliminations ( 2,447 ) 4,738 ( 4,597 ) 533 Corporate activities ( 7,689 ) ( 9,669 ) ( 27,228 ) ( 27,952 ) $ ( 14,205 ) $ ( 42,365 ) $ ( 87,901 ) $ ( 127,648 ) (1) For the nine months ended September 30, 2020, operating loss for ethanol production includes a goodwill impairment charge of $ 24.1 million . Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, 2020 2019 2020 2019 Depreciation and amortization: Ethanol production $ 17,493 $ 15,547 $ 50,575 $ 46,324 Agribusiness and energy services 655 541 1,764 1,642 Partnership 940 991 2,867 2,747 Corporate activities 665 749 2,002 2,250 $ 19,753 $ 17,828 $ 57,208 $ 52,963 The following table sets forth total assets by operating segment (in thousands): September 30, 2020 December 31, 2019 Total assets (1) : Ethanol production $ 916,168 $ 884,293 Agribusiness and energy services 293,868 410,400 Partnership 87,299 90,011 Corporate assets 256,063 324,280 Intersegment eliminations ( 15,978 ) ( 10,766 ) $ 1,537,420 $ 1,698,218 (1) Asset balances by segment exclude intercompany balances . ‎ 18 Table of Contents 6. INVENTORIES Inventories are carried at the lower of cost or net realizable value, except grain held for sale and fair-value hedged inventories. Commodities held for sale are reported at market value. There was no lower of cost or net realizable value inventory adjustment as of September 30, 2020. As of December 31, 2019, the company recorded a $ 6.6 million lower of cost or net realized value inventory adjustment reflected in cost of goods sold within the ethanol production segment. The components of inventories are as follows (in thousands): September 30, 2020 December 31, 2019 Finished goods $ 64,803 $ 85,975 Commodities held for sale 19,979 42,836 Raw materials 53,637 77,900 Work-in-process 10,124 13,523 Supplies and parts 36,118 32,758 $ 184,661 $ 252,992 7. GOODWILL The company had two reporting units, to which goodwill was assigned. We are required to perform impairment tests related to our goodwill annually, which we perform as of October 1, or sooner if an indicator of impairment occurs. Near term industry outlook due to the significant decrease in crude oil prices, lower gasoline demand, general uncertainty due to the COVID-19 outbreak and the subsequent decline in our stock price caused a decline in the company’s market capitalization during the three months ended March 31, 2020. As such, the company determined a triggering event had occurred that required an interim impairment assessment for its ethanol production reporting unit. Due to the impairment indicators noted as a result of these triggering events, we evaluated our goodwill as of March 31, 2020. Significant assumptions inherent in the valuation methodologies for goodwill were employed and included, but were not limited to, prospective financial information, growth rates, discount rates, inflationary factors, and cost of capital. Based on our quantitative evaluation, we determined that the fair value of the ethanol production reporting unit did not exceed its carrying value. As a result, we concluded that the goodwill assigned to the ethanol production reporting unit was impaired and recorded a non-cash impairment charge of $ 24.1 million. During the first half of 2020, a decline in the partnership’s stock price resulted in a decrease in the partnership’s market capitalization. As such, the company determined a triggering event had occurred that required an interim impairment assessment for both the three months ended March 31, 2020 as well as the three months ended June 30, 2020. Significant assumptions inherent in the valuation methodologies for goodwill impairment testing were employed and include, but are not limited to, market capitalization, prospective financial information, growth rates, discount rates, inflationary factors, and cost of capital. Based on the partnership’s quantitative evaluation as of June 30, 2020, it was determined that the fair value of the partnership reporting unit exceeded its carrying value, and the partnership concluded that the goodwill was not impaired, but could be at risk of future impairment. During the three months ended September 30, 2020, the partnership did not identify any triggering events, and as such, no impairment assessment was deemed necessary. Changes in the carrying amount of goodwill attributable to each business segment were as follows (in thousands): Ethanol Production Partnership Total Balance, December 31, 2019 (1) $ 24,091 $ 10,598 $ 34,689 Impairment charge ( 24,091 ) - ( 24,091 ) Balance, September 30, 2020 (1) $ - $ 10,598 $ 10,598 (1) The company records goodwill within “Other assets” on the consolidated balance sheets. ‎ 19 Table of Contents 8. DERIVATIVE FINANCIAL INSTRUMENTS At September 30, 2020, the company’s consolidated balance sheet reflected unrealized losses of $ 10.9 million, net of tax, in accumulated other comprehensive income which primarily related to our share of equity method investees other comprehensive income. The company expects these items will be reclassified as income from equity method investees, net of income taxes over the next 12 months as a result of hedged transactions that are forecasted to occur. The amount realized in income from equity method investees, net of income taxes will differ as commodity prices change. Fair Values of Derivative Instruments The fair values of the company’s derivative financial instruments and the line items on the consolidated balance sheets where they are reported are as follows (in thousands): Asset Derivatives' Liability Derivatives' Fair Value Fair Value September 30, ‎ 2020 December 31, ‎ 2019 September 30, ‎ 2020 December 31, ‎ 2019 Derivative financial instruments $ 14,687 $ 14,515 (1) $ 8,325 (2) $ 7,771 Other assets 8 - - - Total $ 14,695 $ 14,515 $ 8,325 $ 7,771 (1) At December 31, 2019, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange traded futures and options contracts of $ 3.4 million, which include $ 0.1 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments. (2) At September 30, 2020, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange traded futures and options contracts of $ 9.6 million, which included $ 2.5 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments. Refer to Note 4 - Fair Value Disclosures , which contains fair value information related to derivative financial instruments. Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income The gains or losses recognized in income and other comprehensive income related to the company’s derivative financial instruments and the line items on the consolidated financial statements where they are reported are as follows (in thousands): Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Location of Gain (Loss) Reclassified from Accumulated Other Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, Comprehensive Income into Income 2020 2019 2020 2019 Revenues $ - $ - $ 8,824 $ - Cost of goods sold - - ( 2,901 ) - Net loss from discontinued operations, net of income taxes - 66,700 - 48,797 Net gain recognized in loss before income taxes $ - $ 66,700 $ 5,923 $ 48,797 Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives Gain (Loss) Recognized in Other Comprehensive Income on Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, Derivatives 2020 2019 2020 2019 Commodity contracts $ ( 3,555 ) $ 33,244 $ 663 $ 67,425 ‎ 20 Table of Contents Amount of Gain (Loss) Recognized in Income on Derivatives Derivatives Not Designated Location of Gain (Loss) ‎ Recognized in Income Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, as Hedging Instruments on Derivatives 2020 2019 2020 2019 Commodity contracts Revenues $ ( 21,128 ) $ 12,439 $ 8,681 $ ( 12,034 ) Commodity contracts Costs of goods sold 4,184 5,465 10,678 ( 1,484 ) Commodity contracts Net loss from discontinued operations, net of income taxes - ( 2,285 ) - ( 2,470 ) Net gain (loss) recognized in loss before income taxes $ ( 16,944 ) $ 15,619 $ 19,359 $ ( 15,988 ) The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands): September 30, 2020 December 31, 2019 Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets Inventories $ 26,172 $ 1,639 $ 55,021 $ ( 2,808 ) ‎ 21 Table of Contents Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations The effect of cash flow and fair value hedges and the line items on the consolidated statements of operations where they are reported are as follows (in thousands): Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended September 30, 2020 2019 Revenue Cost of ‎ Goods Sold Net Income from Discontinued Operations, Net of Income Taxes Revenue Cost of ‎ Goods Sold Net Income from Discontinued Operations, Net of Income Taxes Gain (loss) on cash flow hedging relationships: Commodity contracts: Amount of gain reclassified from accumulated other comprehensive income into income $ - $ - $ - $ - $ - $ 66,700 Gain (loss) on fair value hedging relationships: Commodity contracts: Hedged item - 4,264 - - 1,155 - Derivatives designated as hedging instruments - ( 5,380 ) - - ( 3,263 ) - Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded $ - $ ( 1,116 ) $ - $ - $ ( 2,108 ) $ 66,700 ‎ 22 Table of Contents Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Nine Months Ended September 30, 2020 2019 Revenue Cost of ‎ Goods Sold Net Income from Discontinued Operations, Net of Income Taxes Revenue Cost of ‎ Goods Sold Net Income from Discontinued Operations, Net of Income Taxes Gain (loss) on cash flow hedging relationships: Commodity contracts: Amount of gain (loss) reclassified from accumulated other comprehensive income into income $ 8,824 $ ( 2,901 ) $ - $ - $ - $ 48,797 Gain (loss) on fair value hedging relationships: Commodity contracts: Hedged item - ( 3,665 ) - - 324 - Derivatives designated as hedging instruments - 3,220 - - 1,168 - Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded $ 8,824 $ ( 3,346 ) $ - $ - $ 1,492 $ 48,797 There were no gains or losses from discontinuing cash flow or fair value hedge treatment during the three and nine months ended September 30, 2020 and 2019. ‎ 23 Table of Contents The open commodity derivative positions as of September 30, 2020, are as follows (in thousands): Exchange Traded (1) Non-Exchange Traded (2) Derivative ‎ Instruments Net Long & ‎ (Short) Long (Short) Unit of ‎ Measure Commodity Futures 26,520 Bushels Corn and Soybeans Futures 13,500 (3) Bushels Corn Futures ( 2,390 ) (4) Bushels Corn Futures ( 21,420 ) Gallons Ethanol Futures ( 45,360 ) (3) Gallons Ethanol Futures ( 33,042 ) MmBTU Natural Gas Futures ( 7,048 ) (4) MmBTU Natural Gas Futures 25 Tons Soybean Meal Options 7 Tons Soybean Meal Options ( 18,433 ) Bushels Corn Options ( 25,411 ) Gallons Ethanol Options ( 100 ) MmBTU Natural Gas Forwards 25,434 ( 498 ) Bushels Corn and Soybeans Forwards 13,492 ( 161,575 ) Gallons Ethanol Forwards 98 ( 385 ) Tons Distillers Grains Forwards 6,048 ( 62,919 ) Pounds Corn Oil Forwards 5,607 ( 561 ) MmBTU Natural Gas (1) Exchange traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-adjusted basis. (2) Non-exchange traded forwards are presented on a gross long and (short) position basis including both fixed-price and basis contracts. (3) Futures used for cash flow hedges. (4) Futures or non-exchange traded forwards used for fair value hedges. Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations. Included in revenues are net losses on energy trading contracts of $ 0.9 million and net gains on energy trading contracts of $ 2.1 million for the three and nine months ended September 30, 2020, respectively, and net gains on energy trading contracts of $ 2.1 million and $ 11.4 million for the three and nine months ended September 30, 2019, respectively. 9. DEBT The components of long-term debt are as follows (in thousands): September 30, 2020 December 31, 2019 Corporate: $ 170.0 million convertible notes due 2022 (1) $ 154,582 $ 149,256 $ 115.0 million convertible notes due 2024 (2) 87,655 83,497 Green Plains Partners: $ 135.0 million credit facility (3) 118,200 132,100 Green Plains Wood River and Green Plains Shenandoah: $ 75.0 million delayed draw loan agreement (4) 10,000 - Other 16,012 16,512 Total book value of long-term debt 386,449 381,365 Unamortized debt issuance costs ( 7,015 ) ( 4,820 ) Less: current maturities of long-term debt ( 34,378 ) ( 132,555 ) Total long-term debt $ 345,056 $ 243,990 (1) Includes $ 1.5 million and $ 2.0 million of unamortized debt issuance costs as of September 30, 2020 and December 31, 2019, respectively. (2) Includes $ 2.4 million and $ 2.8 million of unamortized debt issuance costs as of September 30, 2020 and December 31, 2019, respectively. (3) The Green Plains Partners revolving credit facility was amended on June 4, 2020 and includes $ 2.8 million of unamortized debt issuance costs as of September 30, 2020. See below for further discussion. (4) On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a $ 75.0 million delayed draw loan agreement. The delayed draw loan includes $ 0.3 million of unamortized debt issuance costs as of September 30, 2020. ‎ 24 Table of Contents The components of short-term notes payable and other borrowings are as follows (in thousands): September 30, 2020 December 31, 2019 Green Plains Trade: $ 300.0 million revolver $ 79,488 $ 138,204 Green Plains Grain: $ 100.0 million revolver 40,000 40,000 $ 50.0 million inventory financing 5,920 - Green Plains Commodity Management: $ 30.0 million hedge line 21,206 9,608 $ 146,614 $ 187,812 Corporate Activities During 2019, the company issued an aggregate $ 115.0 million of 4.00 % convertible senior notes due in 2024, or the 4.00 % notes. The 4.00 % notes are senior, unsecured obligations of the company, with interest payable on January 1 and July 1 of each year, beginning January 1, 2020, at a rate of 4.00 % per annum. The 4.00 % notes will mature on July 1, 2024 , unless earlier converted, redeemed or repurchased. The 4.00 % notes will be convertible, at the option of the holders, into consideration consisting of, at the company’s election, cash, shares of the company’s common stock, or a combination of cash and shares of the company’s common stock until the close of business on the scheduled trading day immediately preceding the maturity date. However, before January 1, 2024, the 4.00 % notes will not be convertible unless certain conditions are satisfied. The initial conversion rate is 64.1540 shares of common stock per $ 1,000 of principal, which is equal to a conversion price of approximately $ 15.59 per share. The conversion rate will be subject to adjustment upon the occurrence of certain events. In addition, the company may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including the company’s calling the 4.00 % notes for redemption. On and after July 1, 2022, and prior to the maturity date, the company may redeem all, but not less than all, of the 4.00 % notes for cash if the sale price of the company’s common stock equals or exceeds 140 % of the applicable conversion price for a specified time period ending on the trading day immediately prior to the date the company delivers notice of the redemption. The redemption price will equal 100 % of the principal amount of the 4.00 % notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. In addition, upon the occurrence of a fundamental change, holders of the 4.00 % notes will have the right, at their option, to require the company to repurchase the 4.00 % notes in cash at a price equal to 100 % of the principal amount of the 4.00 % notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In August 2016, the company issued $ 170.0 million of 4.125 % convertible senior notes due in 2022, or the 4.125 % notes. The 4.125 % notes are senior, unsecured obligations of the company, with interest payable on March 1 and September 1 of each year. The company may settle the 4.125 % notes in cash, common stock or a combination of cash and common stock. Prior to March 1, 2022, the 4.125 % notes are not convertible unless certain conditions are satisfied. The initial conversion rate is 35.7143 shares of common stock per $ 1,000 of principal, which is equal to a conversion price of approximately $ 28.00 per share. The conversion rate is subject to adjustment upon the occurrence of certain events, including upon redemption of the 4.125 % notes. The company may redeem all, but not less than all, of the 4.125 % notes at any time on or after September 1, 2020, if the company’s common stock equals or exceeds 140 % of the applicable conversion price for a specified time period ending on the trading day immediately prior to the date the company delivers notice of the redemption. The redemption price will equal 100 % of the principal plus any accrued and unpaid interest. Holders of the 4.125 % notes have the option to require the company to repurchase the 4.125 % notes in cash at a price equal to 100 % of the principal plus accrued and unpaid interest when there is a fundamental change, such as change in control. If an event of default occurs, it could result in the 4.125 % notes being declared due and payable. Agribusiness and Energy Services Segment Green Plains Trade has a $ 300.0 million senior secured asset-based revolving credit facility to finance working capital for marketing and distribution activities based on eligible collateral equal to the sum of percentages of eligible receivables and inventories, less miscellaneous adjustments. The credit facility matures on July 28, 2022 and consists of a $ 285 million credit facility and a $ 15 million first-in-last-out (FILO) credit facility, and includes an accordion feature that enables the credit facility to be increased by up to $ 70.0 million with agent approval. Advances are subject to variable interest rates equal 25 Table of Contents to daily LIBOR plus 2.25 % on the credit facility and daily LIBOR plus 3.25 % on the FILO credit facility. The total unused portion of the revolving credit facility is also subject to a commitment fee of 0.375 % per annum. The terms impose affirmative and negative covenants for Green Plains Trade, including maintaining a minimum fixed charge coverage ratio of 1.15 to 1.00. Capital expenditures are limited to $ 1.5 million per year under the credit facility. The credit facility also restricts distributions related to capital stock, with an exception for distributions up to 50 % of net income if, on a pro forma basis, (a) availability has been greater than $ 10.0 million for the last 30 days and (b) the borrower would be in compliance with the fixed charge coverage ratio on the distribution date. Green Plains Grain has a $ 100.0 million senior secured asset-based revolving credit facility, which matures on June 28, 2022 . The credit facility finances working capital up to the maximum commitment based on eligible collateral equal to the sum of percentages of eligible cash, receivables and inventories, less miscellaneous adjustments. Advances are subject to an interest rate equal to LIBOR plus 3.00 % or the lenders’ base rate plus 2.00 %. The credit facility also includes an accordion feature that enables the facility to be increased by up to $ 75.0 million with agent approval. The credit facility can also be increased by up to $ 50.0 million for seasonal borrowings. Total commitments outstanding cannot exceed $ 225.0 million. Depending on utilization, the total unused portion of the $ 100.0 million revolving credit facility is also subject to a commitment fee ranging from 0.375 % to 0.50 %. Lenders receive a first priority lien on certain cash, inventory, accounts receivable and other assets owned by Green Plains Grain. The terms impose affirmative and negative covenants for Green Plains Grain, including maintaining minimum working capital to be the greater of (i) $ 18,000,000 and (ii) 18 % of the sum of the then total commitment plus the aggregate seasonal line commitments . Minimum tangible net worth is required to be greater than 21 % of the sum of the then total commitment plus the aggregate seasonal line commitments. The credit facility also requires the company to maintain a maximum annual leverage of 6.00 to 1.00. Capital expenditures are limited to $ 8.0 million per year under the credit facility, plus equity contributions from the company and unused amounts of up to $ 8.0 million from the previous year. In addition, if the company has long-term indebtedness on the date of calculation of greater than $ 10.0 million, the credit facility requires the company to maintain a minimum fixed charge coverage ratio of 1.25 to 1.00 and a maximum long term debt capitalization of 40 %. Green Plains Grain has entered into short-term inventory financing agreements with a financial institution. At September 30, 2020, 1.3 million bushels of corn had been designated as collateral under these agreements at initial values totaling $ 5.6 million. The company has accounted for the agreements as short-term notes, rather than sales, and has elected the fair value option to offset fluctuations in market prices of the inventory. At September 30, 2020, the short-term notes payable were valued at $ 5.9 million and were measured using Level 2 inputs. Green Plains Commodity Management has an uncommitted $ 30.0 million revolving credit facility which matures April 30, 2023 to finance margins related to its hedging programs. Advances are subject to variable interest rates equal to LIBOR plus 1.75 %. Ethanol Production Segment On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a delayed draw loan agreement with MetLife Real Estate Lending LLC. The $ 75.0 million delayed draw loan matures on September 1, 2035 and is secured by substantially all of the assets of the Wood River and Shenandoah facilities. The proceeds from the loan will be used to add high protein processing systems at the Wood River and Shenandoah facilities as well as other capital expenditures. The delayed draw loan bears interest at a fixed rate of 5.02 %, plus an interest rate premium of 1.5 % until the loan is fully drawn, which must occur within the 18 month draw period. After the earlier of the 18 month draw period or the loan being fully drawn, the interest rate premium may be adjusted quarterly from 0.00 % to 1.50 % based on the leverage ratio of total funded debt to EBITDA of Wood River and Shenandoah. Principal payments of $ 1.5 million per year begin 24 months from the closing date. Prepayments are prohibited until September 2024. Financial covenants of the delayed draw loan agreement include a minimum loan to value ratio of 50 %, a minimum fixed charge coverage ratio of 1.25 x commencing on June 30, 2021, a total debt service reserve of six months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than $ 0.10 per gallon of nameplate capacity or $ 112.3 million. The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Wood River and Shenandoah unless immediately after giving effect to such action, there will not exist any event of default. 26 Table of Contents The company also has small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing. Partnership Segment Green Plains Partners has a $ 135.0 million credit facility to fund working capital, capital expenditures and other general partnership purposes. The credit facility was amended on June 4, 2020, decreasing the amount available under the facility from $ 200.0 million to $ 135.0 million. The amended credit facility includes a $ 130.0 million term loan and a $ 5.0 million revolver, and matures on December 31, 2021 . The partnership made $ 12.5 million in principal payments on the term loan during the three and nine months ended September 30, 2020. Monthly principal payments of $ 2.5 million are required October 15, 2020 through April 15, 2021, with a step up to monthly payments of $ 3.2 million beginning May 15, 2021 through maturity. In addition, if at any time subsequent to July 15, 2020, the partnership’s cash balance exceeds $ 2.5 million for more than five consecutive business days, prepayments of outstanding principal are required in an amount equal to the excess cash. The partnership is also required to prepay outstanding principal on the credit facility with 100 % of net cash proceeds from any asset disposition or recovery event. Any prepayments on the term loan are applied to the remaining principal balance in inverse order of maturity, including the final payment. The term loan balance, and any advances on the revolver, are subject to a floating interest rate based on a 1.0% LIBOR floor plus 4.50 % to 5.25 % dependent upon the preceding fiscal quarter’s consolidated leverage ratio. The unused portion of the revolver is also subject to a commitment fee of 0.50 %. The credit facility also allows for swing line loans subject to the revolver availability. Swing line loans are subject to a floating interest rate based on the Prime Rate plus 3.5 % to 4.25 % dependent upon the preceding fiscal quarter’s consolidated leverage ratio. Under the terms of the credit facility, swing line loans must be repaid within 10 days of the date of the advance. As of September 30, 2020, the term loan had a balance of $ 117.5 million and an interest rate of 6.00 % and the revolver had a balance outstanding of $ 0.7 million at an interest rate of 7.25 %. The partnership’s obligations under the credit facility are secured by a first priority lien on (i) the equity interests of the partnership’s present and future subsidiaries, (ii) all of the partnership’s present and future personal property, such as investment property, general intangibles and contract rights, including rights under any agreements with Green Plains Trade, and (iii) all proceeds and products of the equity interests of the partnership’s present and future subsidiaries and its personal property and (iv) substantially all of the partnership’s real property and material leases of real property. The terms impose affirmative and negative covenants, including restrictions on the partnership’s ability to incur additional debt, acquire and sell assets, create liens, invest capital, pay distributions and materially amend the partnership’s commercial agreements with Green Plains Trade. The credit facility also requires the partnership to maintain a maximum consolidated leverage ratio, as of the end of any fiscal quarter, of no more than 3.0 x that decreases 0.25 x each quarter to 1.50 x by December 31, 2021, and a minimum consolidated debt service coverage ratio of 1.1 x , each of which is calculated on a pro forma basis with respect to acquisitions and divestitures occurring during the applicable period. The consolidated leverage ratio is calculated by dividing total funded indebtedness by the sum of the four preceding fiscal quarters’ consolidated EBITDA. The consolidated debt service coverage ratio is calculated by taking the sum of the four preceding fiscal quarters’ consolidated EBITDA minus income taxes and consolidated capital expenditures for such period divided by the sum of the four preceding fiscal quarters’ consolidated interest charges plus consolidated scheduled funded debt payments for such period. Under the amended terms of the credit facility, the partnership may make quarterly distribution payments in an aggregate amount not to exceed $ 0.12 per outstanding unit, so long as (i) no default has occurred and is continuing, or would result from payment of the distribution, and (ii) the partnership and its subsidiaries are in compliance with its financial covenants and remain in compliance after payment of the distribution. The credit facility is not guaranteed by the company. Covenant Compliance The company was in compliance with its debt covenants as of September 30, 2020. Restricted Net Assets At September 30, 2020, there were approximately $ 67.5 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries. ‎ 27 Table of Contents 10. STOCK-BASED COMPENSATION The company had a 2009 Equity Incentive Plan which reserved a total of 4.1 million shares of common stock for issuance pursuant to the plan. On May 6, 2020, the shareholders of the company approved the 2019 Equity Incentive Plan which granted an additional 1.6 million shares for stock-based compensation, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, restricted stock unit awards and performance share awards to eligible employees, non-employee directors and consultants. All shares remaining under the 2009 Equity Incentive Plan rolled into the 2019 Equity Incentive Plan effective May 6, 2020. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis. Restricted Stock Awards and Deferred Stock Units The non-vested stock award and deferred stock unit activity for the nine months ended September 30, 2020, is as follows: Non-Vested ‎ Shares and ‎ Deferred Stock ‎ Units Weighted- ‎ Average Grant- ‎ Date Fair Value Weighted-Average ‎ Remaining ‎ Vesting Term ‎ (in years) Non-Vested at December 31, 2019 751,315 $ 17.48 Granted 645,827 9.75 Forfeited ( 20,301 ) 16.26 Vested ( 352,080 ) 18.83 Non-Vested at September 30, 2020 1,024,761 $ 12.17 1.8 Performance Shares On March 18, 2020, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from the company’s high-protein initiatives, annual production levels and return on investment (ROI). Performance shares granted in 2020 do not contain market based factors requiring a Monte Carlo valuation model. The performance shares were granted at a target of 100 %, but each performance share will reduce or increase depending on results for the performance period. If the company achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2020 awards are 641,823 performance shares which represents approximately 276 % of the 232,566 performance shares which remain outstanding. The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of the performance period. On February 19, 2019 and March 19, 2018, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the company’s average return on net assets (RONA) and the company’s total shareholder return (TSR), as further described herein. The performance shares vest on the third anniversary of the grant, if the RONA and TSR criteria are achieved and the participant is then employed by the company. Fifty percent of the performance shares vest based upon the company’s ability to achieve a predetermined RONA during the three year performance period. The remaining fifty percent of the performance shares vest based upon the company’s total TSR during the three year performance period relative to that of the company’s performance peer group. The performance shares were granted at a target of 100 %, but each performance share will reduce or increase depending on results for the performance period for the company's RONA, and the company’s TSR relative to that of the performance peer group. If the company’s RONA and TSR achieve the maximum goals, the maximum amount of shares available to be issued pursuant to the 2018 and 2019 awards are 428,104 performance shares or 150 % of the 285,403 performance shares which remain outstanding. The actual number of performance shares that will ultimately vest is based on the actual percentile ranking of the company’s RONA, and the company’s TSR compared to the peer performance at the end of the performance period. ‎ 28 Table of Contents For performance shares which include market based factors, the company uses the Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant. The weighted average assumptions used by the company in applying the Monte Carlo valuation model for performance share grants and related valuation are illustrated in the following table: FY 2019 Performance Awards FY 2018 Performance Awards Risk-free interest rate 2.45 % 2.44 % Dividend yield 3.13 % 2.64 % Expected volatility 41.69 % 45.11 % Monte Carlo valuation 99.62 % 97.39 % Closing stock price on the date of grant $ 15.34 $ 18.15 The non-vested performance share award activity for the nine months ended September 30, 2020, is as follows: Performance ‎ Shares Weighted- ‎ Average Grant- ‎ Date Fair Value Weighted-Average ‎ Remaining ‎ Vesting Term ‎ (in years) Non-Vested at December 31, 2019 285,403 $ 16.38 Granted 232,566 10.64 Non-Vested at September 30, 2020 517,969 $ 13.80 2.0 Stock Options The fair value of the stock options is estimated on the date of the grant using the Black - Scholes option - pricing model, a pricing model acceptable under GAAP. The expected life of the options is the period of time the options are expected to be outstanding. The company did no t grant any stock option awards during the nine months ended September 30, 2020 and 2019. The activity related to the exercisable stock options for the nine months ended September 30, 2020, is as follows: Shares Weighted-Average ‎ Exercise Price Weighted-Average ‎ Remaining ‎ Contractual Term ‎ (in years) Aggregate Intrinsic Value ‎ (in thousands) Outstanding at December 31, 2019 10,000 $ 16.95 0.2 $ - Expired ( 10,000 ) 16.95 - - Outstanding at September 30, 2020 - $ - - $ - Exercisable at September 30, 2020 - $ - - $ - Green Plains Partners Green Plains Partners has a long-term incentive plan (LTIP) intended to promote the interests of the partnership, its general partner and affiliates by providing unit-based incentive compensation awards to employees, consultants and directors to encourage superior performance. The LTIP reserves 2,500,000 common limited partner units for issuance in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation rights, unit awards, profit interest units or other unit-based awards. The partnership measures unit-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The partnership records noncash compensation expense related to the awards over the requisite service period on a straight-line basis. ‎ 29 Table of Contents The non-vested unit-based awards activity for the nine months ended September 30, 2020, is as follows: Non-Vested ‎ Shares and ‎ Deferred Stock ‎ Units Weighted- ‎ Average Grant- ‎ Date Fair Value Weighted-Average ‎ Remaining ‎ Vesting Term ‎ (in years) Non-Vested at December 31, 2019 22,856 $ 14.00 Granted 47,620 6.72 Vested ( 22,856 ) 14.00 Non-Vested at September 30, 2020 47,620 $ 6.72 0.8 Stock-Based and Unit Based Compensation Expense Compensation costs for stock-based and unit-based payment plans were $ 2.1 million and $ 5.7 million for the three and nine months ended September 30, 2020, respectively, and $ 2.6 million and $ 7.4 million for the three and nine months ended September 30, 2019. At September 30, 2020, there was $ 11.7 million of unrecognized compensation costs from stock-based and unit-based compensation related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately 1.8 years. The potential tax benefit related to stock-based payment is approximately 24.2 % of these expe nses . 11. EARNINGS PER SHARE Basic earnings per share, or EPS, is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. The company computed diluted EPS by dividing net income on an if-converted basis, adjusted to add back net interest expense related to the convertible debt instruments, by the weighted average number of common shares outstanding during the period, adjusted to include the shares that would be issued if the convertible debt instruments were converted to common shares and the effect of any outstanding dilutive securities. In addition, due to the presentation of GPCC as discontinued operations, the company has presented basic and diluted earnings per share from both continuing operations and from discontinued operations. The basic and diluted EPS are calculated as follows (in thousands, except per share amounts): Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, 2020 2019 2020 2019 Numerator: Net loss from continuing operations (1) $ ( 34,486 ) $ ( 42,363 ) $ ( 59,145 ) $ ( 128,077 ) Net income from discontinued operations - 3,393 - 966 Net loss attributable to Green Plains $ ( 34,486 ) $ ( 38,970 ) $ ( 59,145 ) $ ( 127,111 ) Denominator: Weighted-average shares outstanding - basic 34,629 36,913 34,632 39,092 Dilutive effect of convertible debt and stock-based compensation (2) - - - - Weighted-average shares outstanding - diluted 34,629 36,913 34,632 39,092 EPS - basic and diluted: EPS from continuing operations $ ( 1.00 ) $ ( 1.15 ) $ ( 1.71 ) $ ( 3.28 ) EPS from discontinued operations - 0.09 - 0.03 EPS $ ( 1.00 ) $ ( 1.06 ) $ ( 1.71 ) $ ( 3.25 ) Anti-dilutive weighted-average convertible debt and stock-based compensation (2) 14,187 13,983 14,059 9,397 (1) Net loss from continuing operations can be recalculated from our consolidated statements of operations by taking the net loss from continuing operations including noncontrolling interest less net income attributable to noncontrolling interests. (2) The effect related to the company’s convertible debt and stock-based compensation awards have been excluded from diluted EPS for the periods presented as the inclusion of these shares would have been antidilutive. 30 Table of Contents 12. STOCKHOLDERS’ EQUITY Components of stockholders’ equity for the three and nine months ended September 30, 2020 and 2019 are as follows (in thousands): Accum. Total Additional Other Green Plains Non- Total Common Stock Paid-in Retained Comp. Treasury Stock Stockholders' Controlling Stockholders' Shares Amount Capital Earnings Income Shares Amount Equity Interests Equity Balance, January 1, 2020 46,964 $ 47 $ 734,580 $ 148,150 $ ( 11,064 ) 10,932 $ ( 119,808 ) $ 751,905 $ 113,381 $ 865,286 Net income (loss) - - - ( 16,445 ) - - - ( 16,445 ) 6,098 ( 10,347 ) Distributions declared - - - - - - - - ( 5,498 ) ( 5,498 ) Other comprehensive loss ‎ before reclassification - - - - 4,532 - - 4,532 - 4,532 Amounts reclassified from ‎ accumulated other ‎ comprehensive loss - - - - ( 4,485 ) - - ( 4,485 ) - ( 4,485 ) Other comprehensive income, ‎ net of tax - - - - 47 - - 47 - 47 Share of equity method investees other comprehensive loss arising during the period, net of tax - - - - 41,956 - - 41,956 - 41,956 Repurchase of common stock - - - - - 881 ( 11,479 ) ( 11,479 ) - ( 11,479 ) Stock-based compensation 343 - 36 - - - - 36 79 115 Balance, March 31, 2020 47,307 47 734,616 131,705 30,939 11,813 ( 131,287 ) 766,020 114,060 880,080 Net income (loss) - - - ( 8,214 ) - - - ( 8,214 ) 2,740 ( 5,474 ) Distributions declared - - - - - - - - ( 1,389 ) ( 1,389 ) Other comprehensive loss ‎ before reclassification - - - - ( 1,333 ) - - ( 1,333 ) - ( 1,333 ) Amounts reclassified from ‎ accumulated other ‎ comprehensive loss - - - - ( 7 ) - - ( 7 ) - ( 7 ) Other comprehensive income, ‎ net of tax - - - - ( 1,340 ) - - ( 1,340 ) - ( 1,340 ) Share of equity method investees other comprehensive loss arising during the period, net of tax - - - - ( 16,759 ) - - ( 16,759 ) - ( 16,759 ) Stock-based compensation 160 - 2,072 - - - - 2,072 80 2,152 Balance, June 30, 2020 47,467 47 736,688 123,491 12,840 11,813 ( 131,287 ) 741,779 115,491 857,270 Net income (loss) - - - ( 34,486 ) - - - ( 34,486 ) 3,753 ( 30,733 ) Distributions declared - - - - - - - - ( 1,394 ) ( 1,394 ) Other comprehensive loss ‎ before reclassification - - - - ( 2,696 ) - - ( 2,696 ) - ( 2,696 ) Amounts reclassified from ‎ accumulated other ‎ comprehensive loss - - - - - - - - - - Other comprehensive income, ‎ net of tax - - - - ( 2,696 ) - - ( 2,696 ) - ( 2,696 ) Share of equity method investees other comprehensive loss arising during the period, net of tax - - - - ( 21,057 ) - - ( 21,057 ) - ( 21,057 ) Stock-based compensation - - 2,086 - - - - 2,086 79 2,165 Balance, September 30, 2020 47,467 $ 47 $ 738,774 $ 89,005 $ ( 10,913 ) 11,813 $ ( 131,287 ) $ 685,626 $ 117,929 $ 803,555 ‎ 31 Table of Contents Accum. Total Additional Other Green Plains Non- Total Common Stock Paid-in Retained Comp. Treasury Stock Stockholders' Controlling Stockholders' Shares Amount Capital Earnings Income Shares Amount Equity Interests Equity Balance, January 1, 2019 46,638 $ 47 $ 696,222 $ 324,728 $ ( 16,016 ) 5,536 $ ( 58,162 ) $ 946,819 $ 116,170 $ 1,062,989 Net income (loss) - - - ( 42,799 ) - - - ( 42,799 ) 4,928 ( 37,871 ) Cash dividends and ‎ distributions declared - - - ( 4,847 ) - - - ( 4,847 ) ( 5,487 ) ( 10,334 ) Other comprehensive loss ‎ before reclassification - - - - ( 6,883 ) - - ( 6,883 ) - ( 6,883 ) Amounts reclassified from ‎ accumulated other ‎ comprehensive loss - - - - 10,376 - - 10,376 - 10,376 Other comprehensive income, ‎ net of tax - - - - 3,493 - - 3,493 - 3,493 Proceeds from disgorgement of shareholders short-swing profits, net (1) - - 5,023 - - - - 5,023 - 5,023 Stock-based compensation 284 - 428 - - - - 428 79 507 Balance, March 31, 2019 46,922 47 701,673 277,082 ( 12,523 ) 5,536 ( 58,162 ) 908,117 115,690 1,023,807 Net income (loss) - - - ( 45,342 ) - - - ( 45,342 ) 5,163 ( 40,179 ) Cash dividends and ‎ distributions declared - - - ( 4,871 ) - - - ( 4,871 ) ( 5,487 ) ( 10,358 ) Other comprehensive loss ‎ before reclassification - - - - 33,260 - - 33,260 - 33,260 Amounts reclassified from ‎ accumulated other ‎ comprehensive loss - - - - 3,440 - - 3,440 - 3,440 Other comprehensive income, ‎ net of tax - - - - 36,700 - - 36,700 - 36,700 Issuance of 4.00 % convertible notes due 2024, net of tax - - 22,537 - - - - 22,537 - 22,537 Settlement of 3.25 % convertible ‎ notes due 2019, net of tax - - ( 271 ) - - - - ( 271 ) - ( 271 ) Repurchase of common stock - - - - - 3,197 ( 39,870 ) ( 39,870 ) - ( 39,870 ) Stock-based compensation ( 3 ) - 2,129 - - - - 2,129 79 2,208 Balance, June 30, 2019 46,919 47 726,068 226,869 24,177 8,733 ( 98,032 ) 879,129 115,445 994,574 Net income (loss) - - - ( 38,970 ) - - - ( 38,970 ) 3,479 ( 35,491 ) Cash dividends and ‎ distributions declared - - - - - - - - ( 5,497 ) ( 5,497 ) Other comprehensive loss ‎ before reclassification - - - - 28,095 - - 28,095 - 28,095 Amounts reclassified from ‎ accumulated other ‎ comprehensive loss - - - - ( 53,255 ) - - ( 53,255 ) - ( 53,255 ) Other comprehensive income, ‎ net of tax - - - - ( 25,160 ) - - ( 25,160 ) - ( 25,160 ) Share of equity method investees other comprehensive loss arising during the period, net of tax - - - - ( 10,771 ) - - ( 10,771 ) - ( 10,771 ) Issuance of 4.00 % convertible notes due 2024, net of tax - - 2,231 - - - - 2,231 - 2,231 Repurchase of common stock - - - - - 1,663 ( 16,014 ) ( 16,014 ) ( 16,014 ) Stock-based compensation ( 4 ) - 2,509 - - - - 2,509 81 2,590 Balance, September 30, 2019 46,915 $ 47 $ 730,808 $ 187,899 $ ( 11,754 ) 10,396 $ ( 114,046 ) $ 792,954 $ 113,508 $ 906,462 (1) During the three months ended March 31, 2019, the company received $ 6.7 million from a shareholder of the company for disgorgement of shareholder short-swing profits under Section 16(b) under the Exchange Act. The amount was recorded as an increase to additional paid-in capital, net of tax. ‎ 32 Table of Contents Amounts reclassified from accumulated other comprehensive income are as follows (in thousands): Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, Statements of ‎ Operations 2020 2019 2020 2019 Classification Gains (losses) on cash flow hedges: Commodity derivatives $ - $ - $ 8,824 $ - (1) Commodity derivatives - - ( 2,901 ) - (2) Total gains on cash flow hedges from continuing operations - - 5,923 - (3) Income on cash flow hedges from discontinued operations, net of income taxes - 53,255 - 39,439 (4) Income tax expense - - ( 1,431 ) - (5) Amounts reclassified from accumulated other comprehensive income (loss) $ - $ 53,255 $ 4,492 $ 39,439 (1) Revenues (2) Costs of goods sold (3) Loss from continuing operations before income taxes and income from equity method investees (4) Net income from discontinued operations, net of income taxes (5) Income tax benefit (expense) 13. INCOME TAXES The company records actual income tax expense or benefit during interim periods rather than on an annual effective tax rate method. Certain items are given discrete period treatment and the tax effect of those items are reported in full in the relevant interim period. Green Plains Partners is a limited partnership, which is treated as a flow-through entity for federal income tax purposes and is not subject to federal income taxes. As a result, the consolidated financial statements do not reflect income taxes on pre-tax income or loss attributable to the noncontrolling interest in the partnership. The CARES Act was signed into law on March 27, 2020. The CARES Act includes several significant business tax provisions including elimination of the taxable limit for certain net operating losses (“NOL”), allowing businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior tax years, accelerating refunds of previously generated corporate AMT credits , and loosening the business interest limitation under §163(j) from 30 % to 50 %. The CARES Act also contains an employee retention credit to encourage employers to maintain headcounts even if employees cannot report to work because of issues related to the COVID-19. In the first quarter, the company recorded an income tax benefit related to the expected NOL carry back claim of $ 28.4 million which was an estimate based on the amount of NOL rated to the 2019 year-end tax provision. In the second quarter, the company filed its preliminary 2019 federal income tax return, as well as a refund claim with the IRS to carry back our 2019 NOL to prior years. The company recorded an additional income tax benefit of approximately $ 5.5 million during the second quarter related to the CARES Act in addition to adjustments to certain valuation allowances. In the third quarter no additional tax benefit was recorded related to the CARES Act. The company recorded income tax expense of $ 7.3 million and income tax benefit of $ 48.5 million for the three and nine months ended September 30, 2020, compared with income tax benefit of $ 12.5 million and $ 40.7 million for the same periods in 2019. The income tax expense recorded for the three months ended September 30, 2020, as compared to income tax benefit for the same period in 2019, was primarily due to the recording of a valuation allowance against increases in deferred tax assets in the third quarter. The increase in the amount of the tax benefit recorded for the nine months ended September 30, 2020 compared to the same period in 2019 was to record the tax benefit in 2020 associated with the carry back of the tax NOL generated in 2019 to the 2014 tax year under the newly enacted CARES Act, offset by the release of a previously recorded valuation allowance against the 2019 NOL and other deferred tax assets. The amount of unrecognized tax benefits for uncertain tax positions was $ 51.6 million as of September 30, 2020 and December 31, 2019. The 2020 effective tax rate can be affected by variances in the estimates and amounts of taxable income among the various states, entities and activity types, realization of tax credits, adjustments from resolution of tax matters under review, valuation allowances and the company’s assessment of its liability for uncertain tax positions. ‎ 33 Table of Contents 14. COMMITMENTS AND CONTINGENCIES Lease Expense The company leases certain facilities, parcels of land, and equipment, with remaining terms ranging from less than one year to 17.1 years. The land and facility leases include renewal options. The renewal options are included in the lease term only for those sites or locations in which they are reasonably certain to be renewed. Equipment renewals are not considered reasonably certain to be exercised as they typically renew with significantly different underlying terms. The components of lease expense are as follows (in thousands): Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, 2020 2019 2020 2019 Lease expense Operating lease expense $ 5,232 $ 4,944 $ 15,432 $ 15,899 Variable lease expense (1) 530 250 1,429 643 Total lease expense $ 5,762 $ 5,194 $ 16,861 $ 16,542 (1) Represents amounts incurred in excess of the minimum payments required for a certain building lease and for the handling and unloading of railcars for a certain land lease, offset by railcar lease abatements provided by the lessor when railcars are out of service during periods of maintenance or upgrade. Supplemental cash flow information related to operating leases is as follows (in thousands): Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, 2020 2019 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,136 $ 4,977 $ 15,004 $ 15,913 Right-of-use assets obtained in exchange for lease obligations: Operating leases 11,053 4,427 17,932 10,634 Right-of-use assets and lease obligations derecognized due to lease modifications: Operating leases 12 1,405 12 1,405 Supplemental balance sheet information related to operating leases is as follows: September 30, 2020 December 31, 2019 Weighted average remaining lease term 6.4 years 6.6 years Weighted average discount rate 5.01 % 5.46 % ‎ 34 Table of Contents Aggregate minimum lease payments under the operating lease agreements for the remainder of 2020 and in future years are as follows (in thousands): Year Ending December 31, Amount 2020 $ 5,565 2021 15,451 2022 13,392 2023 9,812 2024 7,997 Thereafter 19,642 Total 71,859 Less: Present value discount ( 11,836 ) Lease liabilities $ 60,023 The partnership has additional railcar operating leases that will commence in the fourth quarter of 2020 and the first half of 2021 to replace expiring leases, with estimated future minimum lease commitments of approximately $ 24.5 million and lease terms of five to six years . Additionally, the company has an operating lease for a building commencing during the fourth quarter of 2020 with estimated future minimum lease commitments of approximately $ 1.2 million and a lease term of five years . The undiscounted amounts are not included in the tables above. Lease Revenue As described in Note 2 – Revenue , the majority of the partnership’s segment revenue is generated though their storage and throughput services and rail transportation services agreements with Green Plains Trade and are accounted for as lease revenue. Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are accounted for under ASC 842, Leases . Lease revenue associated with agreements with Green Plains Trade are eliminated upon consolidation. The remaining lease revenue is not material to the company. Refer to Note 2 – Revenue for further discussion on lease revenue. Commodities As of September 30, 2020, the company had contracted future purchases of grain, corn oil, natural gas, ethanol and distillers grains, valued at approximately $ 187.9 million. Legal The company is currently involved in litigation that has arisen during the ordinary course of business, but does not believe any pending litigation will have a material adverse effect on its financial position, results of operations or cash flows. 15. RELATED PARTY TRANSACTIONS Green Plains Cattle Company LLC The company engages in certain related party transactions with GPCC. The company provides a variety of shared services to GPCC, including accounting and finance, payroll and human resources, information technology, legal, communications and treasury activities. The shared services provided by the company and billed to GPCC were $ 0.4 million and $ 1.2 million for the three and nine months ended September 30, 2020, respectively, and $ 0.1 million for the three and nine months ended September 30, 2019. The company had $ 1.5 million and $ 2.2 million of outstanding receivables related to the shared service agreement and expenses paid on behalf of GPCC as of September 30, 2020 and December 31, 2019, respectively. As of September 30, 2020, the company also had an additional $ 2.0 million outstanding receivable related to the GPCC bonus provision. Green Plains Trade Group, a subsidiary of the company, enters into certain sale contracts with GPCC during the normal course of business. Revenues were $ 2.2 million and $ 8.2 million for the three and nine months ended September 30, 2020, respectively, and $ 0.7 million for both the three and nine months ended September 30, 2019. ‎ 35 Table of Contents Mr. Ejnar Knudsen, a member of the company’s board of directors, has an indirect ownership interest in GPCC of 0.0736 % by reason of his ownership in TGAM Agribusiness Fund LP. Based on the purchase price, the value of that ownership interest is approximately $ 0.1 million. Mr. Knudsen also is the CEO and partial owner of AGR Partners LLC which provides investment advisory services to TGAM Agribusiness Fund LP pursuant to a sub-advisory agreement between AGR Partners LLC and Nuveen Alternative Advisors LLC, which is the investment manager for TGAM Agribusiness Fund LP and receives usual and customary advisory fees. Aircraft Leases Effective January 1, 2015, the company entered into two agreements with an entity controlled by Wayne Hoovestol for the lease of two aircrafts. Mr. Hoovestol is chairman of the company’s board of directors. The company agreed to pay $ 9,766 per month for the combined use of up to 125 hours per year of the aircrafts. Flight time in excess of 125 hours per year will incur additional hourly charges. Given the limited amount of travel during the nine months ended September 30, 2020, the companies have agreed to defer the monthly payment until excess carryover hours are used. Once those hours are utilized, the companies will re-evaluate its arrangements. Payments related to these leases totaled $ 6 thousand and $ 30 thousand during the three and nine months September 30, 2020, respectively, and $ 37 thousand and $ 106 thousand during the three and nine months ended September 30, 2019, respectively. The company had $ 0 in outstanding payables related to these agreements as of September 30, 2020 and $ 17 thou sand in outstanding payables related to these agreements as of December 31, 2019. 16. EQUITY METHOD INVESTMENTS Green Plains Cattle Company LLC On September 1, 2019, Green Plains, TGAM and StepStone entered into the Second Amended and Restated Limited Liability Company Agreement of GPCC. GPCC was previously a wholly owned subsidiary of Green Plains. Green Plains also entered into a Securities Purchase Agreement with TGAM and StepStone, whereby TGAM and StepStone purchased an aggregate of 50 % of the membership interests of GPCC from Green Plains. After closing, GPCC is no longer consolidated in the company’s consolidated financial statements and the GPCC investment is accounted for using the equity method of accounting. GPCC results prior to its disposition are classified as discontinued operations in our current and prior period financials. The GPCC investment is accounted for using the equity method of accounting. GPCC conducts the business of the joint venture, including (i) owning and operating the cattle feeding operations (as defined below), and (ii) any other activities approved by GPCC’s board of managers. GPCC continues to have the capacity to support 355,000 head of cattle and has approximately 11.7 million bushels of grain storage capacity. Historical GPCC operational results prior to its disposition are recorded as discontinued operations in the consolidated statement of operations. The company does not consolidate any part of the assets or liabilities or operating results of its equity method investee. The company’s share of net income or loss in the investee increases or decreases, as applicable, the carrying value of the investment. With respect to GPCC, the company determined that this entity does not represent a variable interest entity and consolidation is not required. In addition, although the company has the ability to exercise significant influence over the joint venture through board representation and voting rights, all significant decisions require the consent of the other investors without regard to economic interest. Subsequent to September 30, 2020, the company sold its remaining interest in GPCC. Refer to Note 17 – Subsequent Events for further discussion. Summarized Financial Information Our equity method investments are summarized in the following tables (in thousands): Ownership as of September 30, 2020 September 30, 2020 December 31, 2019 Green Plains Cattle Company LLC (1) 50 % $ 69,745 $ 64,161 Other Various 3,818 4,837 Total $ 73,563 $ 68,998 (1) The equity method investment in GPCC is impacted by the effect of deferred gains or losses on cattle sale contracts designated in a cash flow hedge relationship. Pre-tax accumulated other comprehensive loss for GPCC was $ 10.7 million as of September 30, 2020 compared to pre-tax accumulated other comprehensive loss of $ 16.2 million as of December 31, 2019. 36 Table of Contents Earnings from equity method investments were as follows: Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, 2020 2019 2020 2019 Green Plains Cattle Company LLC (1) $ 775 $ 504 $ 20,531 $ 504 All others 131 140 386 30 Total income from equity method investments, net of income taxes $ 906 $ 644 $ 20,917 $ 534 Distributions from equity method investments $ 13,584 $ - $ 27,910 $ - Income (loss) from equity method investments, net of distributions $ ( 12,678 ) $ 644 $ ( 6,993 ) $ 534 (1) Pre-tax equity method earnings of GPCC were $ 1.0 million and $ 27.0 million for the three and nine months ended September 30, 2020, respectively and $ 0.5 million for both the three and nine months September 30, 2019. GPCC equity method treatment began on September 1, 2019, and as such, the prior year balances above represent balances for the one-month period ending September 30, 2019. The company reports its proportional share of equity method investment income (loss) in the consolidated statements of operations. The company’s share of equity method investees other comprehensive income arising during the period is included in accumulated other comprehensive loss in the accompanying balance sheet. The following table present summarized information of GPCC. Three Months Ended ‎ September 30, Nine Months Ended ‎ September 30, 2020 2019 (1) 2020 2019 (1) Total revenues $ 257,292 $ 86,932 $ 747,824 $ 86,932 Total operating expenses 255,315 85,925 693,753 85,925 Net income $ 1,977 $ 1,007 $ 54,071 $ 1,007 (1) GPCC equity method treatment began on September 1, 2019, as such balances for the three and nine month periods above represent summarized financials for the one-month period ending September 30, 2019. September 30, 2020 December 31, 2019 Balance sheet: Current assets $ 498,868 $ 516,324 Noncurrent assets 70,893 73,922 Current liabilities 429,922 461,534 Noncurrent liabilities 349 390 Net assets $ 139,490 $ 128,322 17. SUBSEQUENT EVENTS Disposition of Equity Interest in Green Plains Cattle Company LLC On October 9, 2020, pursuant to the Securities Purchase Agreement, the company sold its remaining 50 % joint venture interest in GPCC to AGR Special Opportunities Fund I, LP, TGAM Agribusiness Fund LP and StepStone (the “Buyers”) for $ 80.5 million in cash, plus closing adjustments. The transaction was effective on October 1, 2020, and will result in a reduction in other assets of $ 69.7 million as a result of removal of the equity method investment in GPCC, and a reduction in accumulated other comprehensive income of $ 10.7 million as a result of the removal of the company’s share of equity method investees accumulated other comprehensive loss. Transaction fees related to the disposal were not material. There was no material gain or loss recorded as part of this transaction. The Securities Purchase Agreement contains certain earn-out provisions to be paid to or received from the Buyers if certain EBITDA thresholds are met. The company will record any contingent amounts associated with the earn-out provision in the consolidated financial statements when the amount is probable and reasonably determinable or the consideration is realized. 37 Table of Contents