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Item 2. Management’s Discussion and Analysis

2022-05-03 compared with 2021-11-04 · 162 added, 355 removed, 226 unchanged (70% of the section changed)

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In addition, we are currently undergoing a number of project initiatives to improve margins.

Through our Project 24 initiative, we anticipate reductions in operating expense per gallon across our non-ICM plants and with our Total Transformation Plan to a value-add agricultural technology company, we believe we can further increase margin per gallon by producing additional value-added ingredients and expanding corn oil yields.

Through our Total Transformation Plan to a value-add agricultural technology company discussed below, we believe we can further increase margin per gallon by producing additional value-added ingredients, such as Ultra-High Protein, while expanding corn oil yields.

In December 2020, we completed the purchase of a majority interest in FQT.

The acquisition capitalizes on the core strengths of each company to develop and implement proven, value-added agriculture, food and industrial biotechnology systems and rapidly expand installation and production across Green Plains facilities, as well as offer these technologies to the biofuels industry.

Additionally, we have taken advantage of opportunities to divest certain assets in recent years to reallocate capital toward our current growth initiatives.

We are focused on generating stable operating margins through our business segments and risk management strategy.

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Our other businesses leverage our supply chain, production platform and expertise.

We operate 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, and commodity marketing for company-produced and third-party ethanol, distillers grains, corn oil, natural gas and other commodities, (3) food and ingredients, and (4) partnership, which includes fuel storage and transportation services.

The food and ingredients segment had no activity during the three and nine months ended September 30, 2021 and 2020.

Our ethanol production segment operates 11 facilities across the Midwest that process annually renewable crops to produce a growing number of value-added ingredients, including low-carbon biofuels, specialty alcohols, Ultra-High Protein, distillers grains and renewable corn oil.

We are executing on our Total Transformation Plan by utilizing Fluid Quip Technologies’ MSC™ protein technology to expand our ability to produce value-added ingredients at each of our locations while expanding corn oil yields.

We formed Green Plains Partners LP, a master limited partnership, to be our primary downstream storage and logistics provider since its assets are the principal method of storing and delivering the ethanol we produce.

The partnership completed its initial public offering on July 1, 2015.

As of March 31, 2022, we own a 48.9% limited partner interest, a 2.0% general partner interest and all of the partnership’s incentive distribution rights.

The public owns the remaining 49.1% limited partner interest.

The partnership is consolidated in our financial statements.

We group our business activities into the following three operating segments to manage performance:

 Ethanol Production.

Our ethanol production segment includes the production of ethanol, including industrial-grade alcohol, distillers grains, Ultra-High Protein and corn oil at 11 ethanol plants in Illinois, Indiana, Iowa, Minnesota, Nebraska and Tennessee.

At capacity, our facilities are capable of processing approximately 330 million bushels of corn per year and producing approximately 1.0 billion gallons of ethanol, 2.5 million tons of distillers grains and Ultra-High Protein and 290 million pounds of industrial grade corn oil, making us one of the largest ethanol producers in North America.

 Agribusiness and Energy Services.

Our agribusiness and energy services segment includes grain procurement, with approximately 27.0 million bushels of grain storage capacity, and our commodity marketing business, which markets, sells and distributes ethanol, distillers grains, Ultra-High Protein and corn oil produced at our ethanol plants.

We also market ethanol for a third-party producer as well as buy and sell ethanol, including industrial-grade alcohol, distillers grains, Ultra-High Protein, corn oil, grain, natural gas and other commodities in various markets.

 Partnership.

Our master limited partnership provides fuel storage and transportation services by owning, operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related assets and businesses.

The partnership’s assets include 29 ethanol storage facilities, four fuel terminal facilities and approximately 2,300 leased railcars.

As part of our transformation to a value-add agricultural technology company, we completed our first MSC™ Ultra-High Protein installation our Shenandoah biorefinery during the first quarter of 2020.

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Through our value-added ingredients initiative, we expect to produce Ultra-High Protein, a feed ingredient with protein concentrations of 50% or greater, increase production of corn oil as well produce other higher value products, such as post-MSC distillers grains.

Our agribusiness and energy segment procures grain and natural gas for our ethanol production segment as well as manages risk for it.

It also markets finished goods for our ethanol production segment as well as third parties, manages product inventory and customer invoicing, and optimizes physical and financial flows for many of our products.

Consisting of fee based, marketing and origination entities, it originates corn directly from local farmers and stores it onsite for later utilization in our biorefinery plants and later handles the sale of valued-added ingredients to final destinations.

Our partnership segment represents our consolidated ownership of Green Plains Partners LP, a publicly-traded, master limited partnership.

Green Plains Partners LP is our primary downstream logistics provider, storing and delivering the ethanol we produce.

We own a 48.9% limited partner interest, a 2.0% general partner interest and all of the partnership’s incentive distribution rights.

The public owns the remaining 49.1% limited partner interest.

The partnership is consolidated in our financial statements.

It owns storage terminals at each of our 11 plant locations as well as other locations and primarily provides biofuel storage for our ethanol production segment.

Through its railcar and trucking fleet, it provides transportation and logistics services to efficiently deliver low-carbon fuels produced by our ethanol production segment to their end destinations.

In August 2021, we announced a turnkey solution for the installation of Fluid Quip Technologies’ MSC™ protein technology for third party plants with Tharaldson Ethanol, a 175 million-gallon facility in North Dakota.

We have also upgraded our York facility to include USP grade alcohol capabilities.

We began pilot scale batch operations at the CST production facility at our York Innovation Center in the second quarter of 2021, which may allow for the production of both food and industrial grade dextrose to target applications in food production, renewable chemicals and synthetic biology .

We announced the Shenandoah biorefinery as the first location to deploy FQT CST TM at commercial scale.

We also anticipate modifying additional biorefineries to include FQT CST TM production capabilities to meet anticipated future customer demands.

In February and April 2021, as part of our carbon reduction strategy, we have committed our Nebraska, Iowa and Minnesota plants to the Summit Carbon Solutions Midwest Carbon Express project to capture and store carbon dioxide produced through the fermentation process.

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This project is expected to be completed in 2024.

In December 2020, we completed the purchase of a majority interest in Fluid Quip Technologies, LLC.

The acquisition capitalizes on the core strengths of each company to develop and implement proven, value-added agriculture, food and industrial biotechnology systems and rapidly expand installation and production of Ultra-High Protein across Green Plains facilities, as well as offer these technologies to partnering biofuel facilities through our turnkey initiative.

Our profitability is highly dependent on commodity prices, particularly for ethanol, industrial alcohol, distillers grains, corn oil, soybean meal, corn, and natural gas.

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We use a variety of risk management tools and hedging strategies to monitor price risk exposure at our ethanol plants and lock in favorable margins or reduce production when margins are compressed.

Our profitability could be significantly impacted by price movements of the aforementioned commodities, specifically including market volatility related to corn as a result of current geopolitical events, including the war in Ukraine.

Recent Developments

Public Offering of Common Stock

On August 9, 2021, we completed the public offering of 5,462,500 shares of our common stock, par value $0.001 per share, at a public offering price of $32.00 per share (the “August Common Stock Offering”).

The August Common Stock Offering resulted in net proceeds of approximately $164.9 million after deducting underwriting discounts and commissions and the company’s estimated offering expenses.

We intend to use the proceeds from the August Common Stock Offering for growth investments to further accelerate our downstream development opportunities.

For additional information related to the August Common Stock Offering, see Note 11 – Stockholders’ Equity included as part of the notes to consolidated financial statements.

Amendment to Partnership Credit Agreement

On July 20, 2021, the partnership entered into an Amended and Restated Credit Agreement to its existing credit facility with funds and account managed by BlackRock and TMI Trust Company as administrative agent.

Under the terms of the agreement, BlackRock purchased the outstanding balance of the previous credit facility from the previous lenders and the credit facility was modified to a term loan.

The term loan matures on July 20, 2026, and has a principal balance of $60.0 million.

Interest on the term loan is based on 3-month LIBOR plus 8.00%, with a 0% LIBOR floor.

Interest is payable on the 15th day of each March, June, September and December, with the first interest payment being September 15, 2021.

The term loan does not require any principal payments;

however, we have the option to prepay $1.5 million per quarter beginning twelve months after the closing date.

Financial covenants include a maximum consolidated leverage ratio of 2.50x and a minimum consolidated debt service coverage ratio of 1.10x.

The Amended Credit Facility continues to be secured by substantially all of the assets of the partnership.

New Financing to Replace Existing Working Capital Facilities

On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade, all of which are

wholly owned subsidiaries , together with the company, as guarantor, entered into a five-year, $350.0 million senior secured sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a group of financial institutions led by ING Capital LLC (“ING”) as Agent and ING, PNC Capital Markets LLC, Fifth Third Bank, National Association, Bank of America, N.A.

and BMO Harris Bank, N.A., as Joint Lead Arrangers.

This transaction refinanced the separate credit facilities previously held by Green Plains Grain and Green Plains Trade.

The Facility matures on March 25, 2027.

Results of Operations

During the third quarter of 2021, we experienced a weak ethanol margin environment due to historically high physical corn basis levels across our entire platform.

We maintained an average utilization rate of approximately 75.0% of capacity, resulting in ethanol production of 181.2 mmg for the third quarter of 2021, compared with 189.2 mmg, or 66.8% of capacity, for the same quarter last year.

The increase in the average utilization rate was primarily due to capacity offline in the prior year due to poor margins driven in part by a significant reduction in motor fuel demand as a result of the COVID-19 pandemic, while the decline in overall volumes was primarily due to the sale of Green Plains Ord.

Our operating strategy is to reduce operating expenses, energy usage and water consumption through our Project 24 initiative while running at higher utilization rates in order to achieve improved margins.

During the first quarter of 2022, we experienced a weak ethanol margin environment due to industry overproduction, combined with larger ethanol stocks, and a surge in COVID variants that hindered driving demand.

We maintained an average utilization rate of approximately 83.1% of capacity, resulting in ethanol production of 196.3 mmg for the first quarter of 2022, compared with 178.0 mmg, or 71.1% of capacity, for the same quarter last year.

The increase in the average utilization rate was primarily due to nearing the completion of our plant modernization and upgrade program during the current quarter.

Our operating strategy is to transform our company to a value-add agricultural technology company.

However, in the current environment, we may continue to exercise operational discretion that results in reductions in production.

Additionally, we may experience lower run rates due to the construction of various projects.

Additionally, we may operate at less than our capacity resulting in lower production rates due to various construction projects.

It is possible that production could be below minimum volume commitments in the future, depending on various factors that drive each biorefineries variable contribution margin, including future driving and gasoline demand for the industry.

We are currently producing Ultra-High Protein at two locations and have also deployed FQT MSC TM Ultra-High Protein process technology at three additional locations, which we expect to be operational by the middle to last half of 2022.

We are striving to deploy the MSC™ protein technology across our platform to take advantage of the world’s growing demand for protein feed ingredients and low-carbon renewable corn oil.

Ethanol Supply and Demand

According to the EIA, domestic ethanol production averaged 1.0 million barrels per day during the third quarter of 2021, which was 6% higher than the 0.92 million barrels per day for the same quarter last year.

Refiner and blender input volume increased 9% to 919 thousand barrels per day for the third quarter of 2021, compared with 846 thousand barrels per day for the same quarter last year.

Gasoline demand increased 0.7 million barrels per day, or 9%, during the third quarter of 2021 compared to the prior year.

domestic ethanol ending stocks increased by approximately 0.5 million barrels compared to the prior year, or 3%, to 20.2 million barrels during the third quarter of 2021.

As of September 30, 2021, according to Prime the Pump, there were approximately 2,504 retail stations selling E15 in 30 states, up from 2,300 at the beginning of the year, and approximately 262 pipeline terminal locations now offering E15 to wholesale customers.

According to the EIA, domestic ethanol production averaged 1.02 million barrels per day during the first quarter of 2022, which was 12.5% higher than the 0.91 million barrels per day for the same quarter last year.

Refiner and blender input volume increased 6.1% to 840 thousand barrels per day for the first quarter of 2022, compared with 792 thousand barrels per day for the same quarter last year.

Gasoline demand increased 0.5 million barrels per day, or 6.3% during the first quarter of 2022 compared to the prior year.

domestic ethanol ending stocks increased by approximately 5.4 million barrels compared to the prior year, or 25.6%, to 26.5 million barrels as of March 31, 2022.

As of March 31, 2022, according to Prime the Pump, there were approximately 2,630 retail stations selling E15 in 31 states, up from 2,555 at the beginning of the year, and 267 pipeline terminal locations now offering E15 to wholesale customers.

Global Ethanol Supply and Demand

According to the USDA Foreign Agriculture Service, domestic ethanol exports through August 31, 2021, were approximately 796 mmg, down 10% from 885 mmg for the same period of 2020.

According to the USDA Foreign Agriculture Service, domestic ethanol exports through February 28, 2022, were approximately 267 mmg, in line with the 266 mmg for the same period of 2021.

Canada was the largest export destination for U.S.

ethanol accounting for 25% of domestic ethanol export volume.

India, South Korea, China, and Peru accounted for 13%, 13%, 13% and 4%, respectively, of U.S.

India, South Korea, Brazil and Mexico accounted for 17%, 11%, 8% and 7%, respectively, of U.S.

ethanol exports.

We currently estimate that net ethanol exports will be approximately 1.3 billion gallons in 2021, based on historical demand from a variety of countries and certain countries who seek to improve their air quality and eliminate MTBE from their own fuel supplies.

In January 2020, China and the United States struck a “Phase I” trade agreement, which included commitments on agricultural commodity purchases.

Ethanol, corn and distillers grains were included as potential purchases in the agreement.

China has been purchasing large quantities of corn, which has raised domestic prices of this feedstock for our ethanol production process.

In addition, in October 2020, it was announced that China had purchased a shipment of U.S.

ethanol for the first time since March 2018.

Total ethanol exports to China in 2020 were 31.7 million gallons, and through August 2021 were 100.1 million gallons, according to the USDA Foreign Agriculture Service.

Year-to-date U.S.

distillers grains exports through August 31, 2021, were 7.7 million metric tons, or 9.2% higher than the same period last year, according to the USDA Foreign Agriculture Service.

Mexico, Vietnam, South Korea, Turkey and Indonesia accounted for approximately 57.8% of total U.S.

distillers export volumes.

We currently estimate that net ethanol exports will range from 1.3 to 1.5 billion gallons in 2022, based on historical demand from a variety of countries and certain countries that seek to improve their air quality and eliminate MTBE from their own fuel supplies.

Legislation and Regulation

We are sensitive to government programs and policies that affect the supply and demand for ethanol and other fuels, which in turn may impact the volume of ethanol and other fuels we handle.

Over the years, various bills and amendments have been proposed in the House and Senate, which would eliminate the RFS II entirely, eliminate the corn based ethanol portion of the mandate, and make it more difficult to sell fuel blends with higher levels of ethanol.

Over the years, various bills and amendments have been proposed in the House and Senate, which would eliminate the RFS entirely, eliminate the corn based ethanol portion of the mandate, and make it more difficult to sell fuel blends with higher levels of ethanol.

We believe it is unlikely that any of these bills will become law in the current Congress.

In addition, the manner in which the EPA administers the RFS II and related regulations can have a significant impact on the actual amount of ethanol blended into the domestic fuel supply.

In addition, the manner in which the EPA administers the RFS and related regulations can have a significant impact on the actual amount of ethanol blended into the domestic fuel supply.

Federal mandates and state-level clean fuel programs supporting the use of renewable fuels are a significant driver of ethanol demand in the U.S.

Ethanol policies are influenced by concerns for the environment, diversifying the fuel supply, and reducing the country’s dependence on foreign oil.

Consumer acceptance of FFVs and higher ethanol blends in non-FFVs may be necessary before ethanol can achieve further growth in U.S.

Consumer acceptance of FFV and higher ethanol blends in non-FFVs may be necessary before ethanol can achieve further growth in U.S.

market share.

In addition, expansion of clean fuel programs in other states, or a national low carbon fuel standard could increase the demand for ethanol, depending on how it is structured.

Congress first enacted CAFE standards in 1975 to reduce energy consumption by increasing the fuel economy of cars and light trucks.

FFVs, which are designed to run on a mixture of fuels, including higher blends of ethanol such as E85, used to receive preferential treatment in the form of CAFE credits.

There are approximately 21 million FFVs on the road in the U.S.

today, 16 million of which are light duty trucks.

FFV credits have been decreasing since 2014 and were completely phased out in 2020.

Absent CAFE preferences, auto manufacturers may not be willing to build flexible-fuel vehicles, which has the potential to slow the growth of E85 markets.

However, California’s Low Carbon Fuel Standard program (LCFS) has driven growth in E85 usage, and other state/regional LCFS programs have the potential to do the same.

The RFS II sets a floor for biofuels use in the United States.

When the RFS II was established in 2010, the required volume of “conventional”, or corn-based, ethanol to be blended with gasoline was to increase each year until it reached 15.0 billion gallons in 2015, which left the EPA to address existing limitations in both supply and demand.

As of this filing, the EPA has not released the proposed RVO for 2021 and 2022, although they are expected to propose a joint rule in November of 2021 and finalize by the end of the calendar year.

According to the RFS II, if mandatory renewable fuel volumes are reduced by at least 20% for two consecutive years, the EPA is required to modify, or reset, statutory volumes through 2022 – the year through which the statutorily prescribed volumes run.

While conventional ethanol maintained 15 billion gallons, 2019 was the second consecutive year that the total RVO was more than 20% below the statutory volumes levels.

In addition, expansion of clean fuel programs in other states, or a national LCFS could increase the demand for ethanol, depending on how it is structured.

The RFS sets a floor for biofuels use in the United States.

When the RFS was established in 2010, the required volume of conventional, or corn-based, ethanol to be blended with gasoline was to increase each year until it reached 15 billion gallons in 2015, which left the EPA to address existing limitations in both supply and demand.

As of this filing, the EPA has proposed reducing the conventional ethanol RVOs for 2020 and 2021 to reflect lower fuel demand during the pandemic, and proposed the statutory 15 billion gallons for 2022.

According to the RFS, if mandatory renewable fuel volumes are reduced by at least 20% for two consecutive years, the EPA is required to modify, or reset, statutory volumes through 2022, the year through which the statutorily prescribed volumes run.

While conventional ethanol maintained 15 billion gallons, 2019 was the second consecutive year that the total RVO was more than 20% below the statutory volume levels.

Thus, the EPA was expected to initiate a reset rulemaking, and modify statutory volumes through 2022, and do so based on the same factors they are to use in setting the RVOs post 2022.

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However, in late 2019, the EPA announced it would not be moving forward with a reset rulemaking in 2020.

It is unclear when or if the current EPA will propose a reset rulemaking, though they have stated an intention to propose a post 2022 set rulemaking by the end of 2021.

It is unclear when or if the current EPA will propose a reset rulemaking, though they have stated an intention to propose a post 2022 set rulemaking as required by law.

Under the RFS, RINs and SREs are important tools impacting supply and demand.

The EPA assigns individual refiners, blenders, and importers the volume of renewable fuels they are obligated to use in each annual RVO based on their percentage of total domestic transportation fuel sales.

Obligated parties use RINs to show compliance with the RFS II mandated volumes.

Obligated parties use RINs to show compliance with the RFS mandated volumes.

Ethanol producers assign RINs to renewable fuels and the RINs are detached when the renewable fuel is blended with transportation fuel domestically.

Market participants can trade the detached RINs in the open market.

The market price of detached RINs can affect the price of ethanol in certain markets and can influence purchasing decisions by obligated parties.

The market price of detached RINs affects the price of ethanol in certain markets and can influence purchasing decisions by obligated parties.

As it relates to SREs, a small refinery is defined as one that processes fewer than 75,000 barrels of petroleum per day.

Small refineries can petition the EPA for a SRE which, if approved, waives their portion of the annual RVO requirements.

The EPA, through consultation with the DOE and the USDA, can grant them a full or partial waiver, or deny it outright within 90 days of submittal.

The EPA granted significantly more of these waivers for 2016, 2017 and 2018 than they had in the past, totaling 790 mmg of waived requirements for the 2016 compliance year, 1.82 billion gallons for 2017 and 1.43 billion gallons for 2018.

In doing so, the EPA effectively reduced the RFS II mandated volumes for those compliance years by those amounts respectively, and as a result, RIN values declined significantly.

In the waning days of the Trump administration, the EPA approved three additional SREs, reversing one denial from 2018 and granting two from 2019.

The EPA, through consultation with the DOE and the USDA can grant a full or partial waiver, or deny it outright within 90 days of submittal.

The EPA granted significantly more of these waivers for the 2016, 2017 and 2018 reporting years than they had in prior years, totaling 790 mmg of waived requirements for the 2016 compliance year, 1.82 billion gallons for 2017 and 1.43 billion gallons for 2018.

In doing so, the EPA effectively reduced the RFS mandated volumes for those compliance years by those amounts respectively, and as a result, RIN values declined significantly.

In the waning days of the previous administration, the EPA approved three additional SREs, reversing one denial from 2018 and granting two from 2019.

A total of 88 SREs were granted under the Trump Administration, totaling 4.3 billion gallons of potential blending demand erased.

The EPA, under the current administration, reversed the three SREs issued in the final weeks of the previous administration, and have indicated they will take a different approach to adjudicating SREs than the prior administration.

The One-Pound Waiver that was extended in May 2019 to allow E15 to be sold year-round to all vehicles model year 2001 and newer was challenged in an action filed in Federal District Court for the D.C.

The EPA, under the current administration, reversed the three SREs issued in the final weeks of the previous administration, and in the RVO rulemaking they proposed denying all pending SREs.

There are multiple legal challenges to how the EPA has handled SREs and RFS rulemakings.

On April 22, 2022, the U.S.

District Court for D.C.

approved a consent decree agreement between Growth Energy and EPA that requires the agency to finalize the RVO proposals by no later than June 3, 2022.

The One-Pound Waiver, which was extended in May 2019 to allow E15 to be sold year-round to all vehicles model year 2001 and newer, was challenged in an action filed in Federal District Court for the D.C.

On July 2, 2021, the Circuit Court vacated the EPA’s rule so the future of summertime, defined as June 1 to September 15, sales of E15 to non-FFVs is uncertain.

As of this filing E15 is sold year-round in approximately 30 states.

In January 2021, the EPA announced it intended to begin a rulemaking regarding E15 labels and underground storage tank compatibility.

Biofuels groups have filed a lawsuit in the Court of Appeals for the D.C.

Circuit, challenging the 2019 RVO rule over the EPA’s failure to address SREs in the rulemaking.

This was the first RFS II rulemaking since the expanded use of the exemptions came to light.

However, the EPA had declined to cap the number of waivers it grants, and until late 2019, had declined to alter how it accounts for the retroactive waivers in its annual volume calculations.

The EPA has a statutory mandate to ensure the volume requirements are met, which is achieved by setting the percentage standards for obligated parties.

The EPA’s recent approach accomplished the opposite.

Even if all the obligated parties complied with their respective percentage obligations for 2019, the nation’s overall supply of renewable fuel would not meet the total volume requirements set by the EPA.

This undermines Congressional intent to increase the consumption of renewable fuels in the domestic transportation fuel supply.

Biofuels groups have argued the EPA must therefore adjust its percentage standard calculations to make up for past retroactive waivers and adjust the standards to account for any waivers it reasonably expects to grant in the future.

In 2017, while citing inadequate domestic supply, the D.C.

Circuit ruled in favor of biofuel groups against the EPA related to its decision to lower the 2016 volume requirements by 500 mmg.

As a result, the Court remanded to the EPA to make up for the 500 mmg.

Despite this, in the proposed 2020 RVO rulemaking released in July 2019, the EPA stated it does not intend to make up the 500 mmg as the court directed, citing potential burden on obligated parties.

The EPA had, at one point, indicated that it planned to address this court ordered remand in conjunction with the 2021 RVO rulemaking;

however that rulemaking has been delayed indefinitely, and whether these gallons will be accounted for is unclear.

In 2019, in a supplemental rulemaking to the 2020 RVO rule, the EPA changed their approach, and for the first time accounted for the gallons that they anticipate will be waived from the blending requirements due to small refinery exemptions.

To accomplish this, they added in the trailing three year average of gallons the DOE recommended be waived, in effect raising the blending volumes across the board in anticipation of waiving the obligations in whole or in part for certain refineries that qualify for the exemptions.

Though the EPA has often disregarded the recommendations of the DOE in years past, they stated in the rule their intent to adhere to these recommendations going forward, including granting partial waivers rather than an all or nothing approach.

In January 2020, the U.S.

Court of Appeals for the 10 th Circuit ruled on RFA et.

EPA in favor of biofuels interests, overturning EPA’s granting of refinery exemptions to three refineries on two separate grounds.

The Court agreed that, under the Clean Air Act, refineries are eligible for SREs for a given RVO year only if such exemptions are extensions of exemptions granted in previous RVO years.

In this case, the three refineries at issue did not qualify for SREs in the year prior to the year that EPA granted them.

They were thus ineligible for additional SRE relief because there were no immediately prior SREs to extend.

In addition, the Court agreed that the disproportionate economic hardship prong of SRE eligibility should be determined solely by reference to whether compliance with the RFS II creates such hardship, not whether compliance plus other issues create disproportionate economic hardship.

The Court thus vacated EPA's grant of SREs for certain years and remanded the grants back to EPA.

The refiners appealed for a rehearing which was denied.

Two of the refiners appealed the decision to the U.S.

Supreme Court and in January 2021, the Supreme Court announced they would hear the case, and oral arguments were held in late April 2021.

In February 2021, the EPA indicated that it intends to adhere to the 10 th Circuit ruling.

On June 25, 2021, the Supreme Court ruled that the 10 th Circuit’s interpretation of “extension” was too narrow, and vacated that portion of the ruling.

As of this filing, it is unclear how this Supreme Court decision may impact the EPA’s handling of SREs.

In light of the 10 th Circuit ruling, a number of refineries applied for “gap year” SREs in an effort to establish a continuous string of relief and to ensure they are able to qualify for SREs going forward.

A total of 64 gap year requests were filed with the EPA and reviewed by the DOE.

In September 2020, the EPA announced that they were denying 54 of the gap year requests that had been scored and returned by DOE, regardless of how they had been scored.

The Supreme Court declined to hear a challenge to this ruling.

On April 12, 2022, the President announced that he has directed the EPA to issue an emergency waiver to allow for the continued sale of E15 during the summer months, and that the temporary waiver should be extended as long as the gasoline supply emergency lasts.

As of this filing, E15 is sold year-round in 31 states.

In October 2019, the White House directed the USDA and EPA to move forward with rulemaking to expand access to higher blends of biofuels.

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The USDA rolled out the Higher Blend Infrastructure Incentive Program in the summer of 2020, providing competitive grants to fuel terminals and retailers for installing equipment for dispensing higher blends of ethanol and biodiesel.

In December 2021, the USDA announced they would administer another infrastructure grant program.

Congress is considering legislation that would provide for an additional $1 billion in USDA grants for biofuel infrastructure from 2022 to 2031.

In 2020, five Governors and 15 Republican Senators sent letters to the EPA requesting a general waiver from the RFS due to the drop in demand caused by COVID-19 travel restrictions.

Since then there have been additional petitions for waivers from the RFS requirements.

As of this filing the EPA had indicated only that they are watching the situation closely and reviewing the various requests.

To respond to the COVID-19 health crisis and attempt to offset the subsequent economic damage, Congress passed multiple relief measures, most notably the CARES Act in March 2020, which created and funded multiple programs that have impacted our industry.

The USDA was given additional resources for the Commodity Credit Corporation (CCC) and they are using those funds to provide direct payments to farmers, including corn farmers from whom we purchase most of our feedstock for ethanol production.

Similar to the trade aid payments made by the USDA over the past two years, this cash injection for farmers could cause them to delay marketing decisions and increase the price we have to pay to purchase corn.

To respond to COVID-19 health crisis and attempt to offset the subsequent economic damage, Congress passed multiple relief measures, most notably the CARES Act in March 2020, which created and funded multiple programs that have impacted our industry.

The CARES Act also allowed for certain net operating loss carrybacks, which has allowed us to receive certain tax refunds.

In December 2020, Congress passed and the President signed into law an annual spending package coupled with another COVID relief bill which included additional funds for the Secretary of Agriculture to distribute to those impacted by the pandemic.

The language of the bill specifically includes biofuels producers as eligible for some of this aid, and in March of 2021, the USDA indicated that biofuels would be able to apply for a portion of these funds in a forthcoming rulemaking.

On June 15, 2021, the USDA indicated that $700 million would be made available to biofuels producers, and that details for the program would be released within 60 days;

however, they have yet to make additional details public.

The CARES Act provided a tax exclusion on the shipment of undenatured ethanol for use in manufacturing hand sanitizer, a key ingredient of which is undenatured ethanol of specific grades.

The FDA announced that it is ending, effective December 31, 2021, the expanded guidance, which allowed for more denaturants to be used in ethanol intended for hand sanitizer production, and expanded the grades of ethanol for the duration of the public health crisis.

The current administration has indicated a desire to dramatically expand electric vehicle (EV) charging stations, and initially proposed $174 billion for EV charging infrastructure, purchase rebates, and other incentives.

The bipartisan infrastructure package being considered by Congress includes $15 billion for EV charging infrastructure, and $5 billion for electric busses and ferries.

Additionally, Congress is considering expanded EV incentives in a budget reconciliation package, with the goal of installing 500,000 EV charging stations and providing incentives to middle and lower income Americans to purchase EVs, in addition to manufacturing incentives for car makers.

The package would offer consumers tax rebates of $7,500 to $12,500 for purchasing EVs, and would invest billions in charging infrastructure.

These tax incentives could reduce the overall market for liquid fuels in the surface transportation sector and with it, that of ethanol.

The budget reconciliation package currently being considered by Congress also would extend the $1.00/gallon tax credits for renewable diesel and biodiesel, which use our distillers corn oil as one of their low-carbon feedstocks.

The package would also create a $1.25 - $1.75/gallon tax incentive for the production of sustainable aviation fuel, which could possibly utilize our distillers corn oil or our ethanol as a feedstock.

The package would also expand tax credits for carbon capture and sequestration (CCS) and extend the time frame for projects to qualify for this credit.

The fermentation process by which we produce ethanol releases a nearly pure stream of CO2 which has the potential to be captured and sequestered.

The package would also create a technology-neutral clean fuel production tax credit for 2027, but this would not be applicable for fuels that take advantage of the CCS tax credits.

The package in its current form also expands the eligibility of Master Limited Partnership tax status to clean energy projects, including CCS and renewable fuels.

There can be no assurance, however, these provisions make it into any final legislation.

Government actions abroad can significantly impact the demand for U.S.

In September 2017, China’s National Development and Reform Commission, the National Energy Agency and 15 other state departments issued a joint plan to expand the use and production of biofuels containing up to 10% ethanol by 2020.

China, the number three importer of U.S.

ethanol in 2016, imported negligible volumes during 2018 and 2019 due to a 30% tariff on U.S.

ethanol, which increased to 70% in early 2018.

There is no assurance that China’s joint plan to expand blending to 10% will be carried to fruition, nor that it will lead to increased imports of U.S.

ethanol in the near term.

Ethanol is included as an agricultural commodity under the “Phase I” agreement with China, wherein they are to purchase upwards of $40 billion in agricultural commodities from the U.S.

in both 2020 and 2021.

According to the U.S.

Department of Agriculture Foreign Agricultural Service, China purchased 32 mmg of U.S.

ethanol in 2020 and through August 2021 had imported 100 mmg.

In Brazil, the Secretary of Foreign Trade had issued a tariff rate quota which expired in December of 2020.

ethanol gallons now face a 20% tariff into Brazil.

Exports to Brazil were 200 mmg in 2020.

Our exports also face tariffs, rate quotas, countervailing duties, and other hurdles in the European Union, India, Peru, Colombia and elsewhere, which limits the ability to compete in some markets.

We believe some countries are using the COVID-19 crisis as justification for raising duties on imports of U.S.

ethanol, or blocking our imports entirely.

In June 2017, the Energy Regulatory Commission of Mexico (CRE) approved the use of 10% ethanol blends, which was challenged by multiple lawsuits, of which several were dismissed.

The remaining four cases follow one of two tracks:

1) to determine the constitutionality of the CRE regulation, or 2) to determine the benefits, or lack thereof, of introducing E10 to Mexico.

An injunction was granted in October 2017, preventing the blending and selling of E10, but was overturned by a higher court in June 2018, making it legal to blend and sell E10 by PEMEX throughout Mexico except for its three largest metropolitan areas.

On January 15, 2020, the Mexican Supreme Court ruled that the expedited process for the CRE regulation was unconstitutional, and that after a 180 day period the maximum ethanol blend allowed in the country would revert to 5.8%.

There was an effort to go through the full regulatory process to allow for 10% blends countrywide, including in the three major metropolitan areas.

The 180 day window was extended multiple times due to COVID-19, but eventually lapsed in June 2021, decreasing the maximum ethanol blend back to 5.8%.

In January 2020, the updated North American Free Trade Agreement, known as the United States Mexico Canada Agreement or USMCA was signed.

The USMCA went into effect on July 1, 2020, and maintains the duty free access of U.S.

agricultural commodities, including ethanol, into Canada and Mexico.

According to the U.S.

Department of Agriculture Foreign Agricultural Service, exports to Canada were 326 mmg and exports to Mexico were 64 mmg in 2020.

Impact of COVID-19

The COVID-19 pandemic and related economic repercussions have created significant volatility, uncertainty, and turmoil in the energy industry.

The situation surrounding COVID-19 continues to evolve and the ultimate duration and impact of the outbreak remains highly uncertain and subject to change.

We continue to closely monitor the impact of COVID-19 on all aspects of our business, including how it will impact our employees, customers, vendors, and business partners.

For the nine months ended September 30, 2021, there has been no adverse effect due to COVID-19 on our ability to maintain operations, including our financial reporting systems, our internal controls over financial reporting or our disclosure controls and procedures.

Although we did not incur significant disruptions during the three and nine months ended September 30, 2021, from COVID-19, we are unable to predict the impact that COVID-19 will have on our future financial position and operating results due to numerous uncertainties.

For further information regarding the impact of COVID-19 and the decline in oil demand on the company, please see Part I, Item 1A, “Risk Factors,” of our 2020 annual report.

In December 2020, Congress passed and then the President signed into law an annual spending package coupled with another COVID relief bill which included additional funds for the Secretary of Agriculture to distribute

to those impacted by the pandemic.

The language of the bill specifically includes biofuels producers as eligible for some of this aid, and in June of 2021, USDA announced a $700.0 million Biofuel Producer Program to distribute these funds to impacted producers of ethanol, biodiesel and other renewable fuels, and they provided the specifics for the application process in December of 2021.

Applications were due in February 2022, and the USDA has indicated they will calculate and distribute payments in the first half of 2022.

Comparability of our Financial Results

There are various events that affect comparability of our operating results from 2021 to 2020, including the sale of our 50% interest of GPCC in October 2020, the sale of our Hereford, Texas plant in December 2020, the acquisition of a majority interest in FQT in December 2020 and the disposition of our Ord, Nebraska plant in March 2021.

We report 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.

The food and ingredients segment had no activity during the three and nine months ended September 30, 2021 and 2020.

There are various events that affect comparability of our operating results from 2022 to 2021, including ethanol production rates and the disposition of our Ord, Nebraska plant in March 2021.

During the normal course of business, our operating segments do business with each other.

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however, they do not impact our consolidated results since the revenues and corresponding costs are eliminated.

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.

When we evaluate segment performance, we review the following segment information as well as earnings before interest, income taxes, depreciation and amortization, excluding amortization of operating lease right-of-use assets and amortization of debt issuance cost s, or EBITDA.

As of September 30, 2021, we, together with our subsidiaries, own a 48.9% limited partner interest and a 2.0% general partner interest in the partnership and own all of the partnership’s incentive distribution rights, with the remaining 49.1% limited partner interest owned by public common unitholders.

When we evaluate segment performance, we review the following segment information as well as earnings before interest, income taxes, depreciation and amortization, or EBITDA, and adjusted EBITDA.

As of March 31, 2022, we, together with our subsidiaries, own a 48.9% limited partner interest and a 2.0% general partner interest in the partnership and own all of the partnership’s incentive distribution rights, with the remaining 49.1% limited partner interest owned by public common unitholders.

We consolidate the financial results of the partnership, and record a noncontrolling interest for the economic interest in the partnership held by the public common unitholders.

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Three Months Ended

‎ September 30,

Nine Months Ended

‎ September 30,

Ethanol production:

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Three Months Ended

‎ September 30,

Nine Months Ended

‎ September 30,

Cost of goods sold:

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Three Months Ended

‎ September 30,

Nine Months Ended

‎ September 30,

Operating income (loss):

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Corporate activities (2)

(1) Operating loss for ethanol production includes a goodwill impairment charge of $24.1 million for the nine months ended September 30, 2020.

(2) Corporate activities for the three and nine months ended September 30, 2021 includes a $1.8 million loss on sale of assets and a $31.2 million gain on sale of assets, respectively, as well as a gain on sale of assets of $2.0 million for both the three and nine months ended September 30, 2020.

(1) Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $13.2 million for the three months ended March 31, 2022.

(2) Corporate activities for the three months ended March 31, 2021 included a $36.9 million pretax gain on sale of assets.

Three Months Ended

‎ September 30,

Nine Months Ended

‎ September 30,

Depreciation and amortization:

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We use EBITDA and adjusted EBITDA as segment measures of profitability to compare the financial performance of our reportable segments and manage those segments.

EBITDA is defined as earnings before interest expense, income tax expense, including related tax expense of equity method investments, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs.

Adjusted EBITDA includes adjustments related to gains or losses on sale of assets, our proportional share of EBITDA adjustments of our equity method investees and noncash goodwill impairment.

EBITDA is defined as earnings before interest expense, income tax expense, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs.

Adjusted EBITDA includes adjustments related to gains or losses on sale of assets and our proportional share of EBITDA adjustments of our equity method investees.

We believe EBITDA and adjusted EBITDA are useful measures to compare our performance against other companies.

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Three Months Ended

‎ September 30,

Nine Months Ended

‎ September 30,

Interest expense (1)

Income tax expense (benefit), net of equity method income tax expense

Income tax expense (benefit)

Depreciation and amortization (2)

Loss (gain) on sale of assets, net

Gain on sale of assets, net

Proportional share of EBITDA adjustments to equity method investees

Noncash goodwill impairment

Adjusted EBITDA

(1) Interest expense for the nine months ended September 30, 2021 includes a loss upon extinguishment of convertible notes of $22.1 million and a loss on settlement of convertible notes of $9.5 million.

(1) Interest expense for the three months ended March 31, 2021 includes a loss upon extinguishment of convertible notes of $22.1 million.

(2) Excludes the change in operating lease right-of-use assets and amortization of debt issuance costs.

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Three Months Ended

‎ September 30,

Nine Months Ended

‎ September 30,

Adjusted EBITDA:

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Corporate activities (2)

Loss (gain) on sale of assets, net

Gain on sale of assets, net

Proportional share of EBITDA adjustments to equity method investees

Noncash goodwill impairment

Adjusted EBITDA

(1) Includes corporate expenses, offset by the loss on sale of assets of $1.8 million and the gain on sale of assets of $31.2 million for the three and nine months ended September 30, 2021, respectively, the gain on sale of assets of $2.0 million for both the three and nine months for the three and nine months ended September 30, 2020 and earnings from equity method investments of $0.6 million and $20.4 million for the three and nine months ended September 30, 2020, respectively.

(1) Includes an inventory lower of cost or net realizable value adjustment of $13.2 million for the three months ended March 31, 2022.

(2) Includes corporate expenses, offset by the gain on sale of assets of $36.9 million for the three months ended March 31, 2021.

* Percentage variance not considered meaningful.

Three Months Ended September 30, 2021 Compared with the Three Months Ended September 30, 2020

Three Months Ended March 31, 2022 Compared with the Three Months Ended March 31, 2021

Consolidated Results

Consolidated revenues increased $322.7 million for the three months ended September 30, 2021, compared with the same period in 2020, primarily due to higher prices on ethanol, distillers grains and corn oil and increased trading revenues within our agribusiness and energy services segment.

Operating loss increased $30.5 million and adjusted EBITDA decreased $21.5 million for the three months ended September 30, 2021, compared with the same period last year primarily due to decreased margins on ethanol production.

Interest expense decreased $0.7 million for the three months ended September 30, 2021, compared with the same period in 2020.

Income tax expense was $7 thousand for the three months ended September 30, 2021, compared with income tax expense of $7.3 million for the same period in 2020 primarily due to the recording of a valuation allowance against tax NOLs arising during the three months ended September 30, 2020.

The following discussion provides greater detail about our third quarter segment performance.

Consolidated revenues increased $227.8 million for the three months ended March 31, 2022 compared with the same period in 2021 primarily due to higher prices on ethanol, distillers grains and corn oil and increased trading revenues within our agribusiness and energy services segment.

Operating loss increased $79.2 million and adjusted EBITDA decreased $43.2 million for the three months ended March 31, 2022 compared with the same period last year primarily due to decreased margins on ethanol production.

Interest expense decreased $22.9 million for the three months ended March 31, 2022 compared with the same period in 2021 primarily due to the loss upon extinguishment of convertible notes of $22.1 million for the three months ended March 31, 2021.

Income tax benefit was $1.2 million for the three months ended March 31, 2022, compared with income tax expense of $1.9 million for the same period in 2021 primarily due to the release of a valuation allowance against decreases in certain deferred tax assets for the three months ended March 31, 2022, compared to a decrease of the valuation allowance recorded against certain deferred tax assets during the three months ended March 31, 2021.

The following discussion provides greater detail about our first quarter segment performance.

Ethanol Production Segment

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Three Months Ended

September 30,

(thousands of gallons)

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(thousands of bushels)

Revenues in our ethanol production segment increased $255.4 million for the three months ended September 30, 2021, compared with the same period in 2020, primarily due to higher prices of ethanol, distillers grains and corn oil.

Cost of goods sold for our ethanol production segment increased $267.7 million for the three months ended September 30, 2021, compared with the same period last year primarily due to higher corn costs.

Operating loss increased $22.8 million and EBITDA decreased $14.7 million for the three months ended September 30, 2021, compared with the same period in 2020 primarily due to decreased margins on ethanol production.

Depreciation and amortization expense for the ethanol production segment was $25.6 million for the three months ended September 30, 2021, compared with $17.5 million for the same period last year, with the increase driven primarily by accelerated depreciation on assets retired in conjunction with Project 24 and other plant improvements.

Revenues in our ethanol production segment increased $213.8 million for the three months ended March 31, 2022 compared with the same period in 2021, primarily due to higher volumes sold and higher prices of ethanol, distillers grains and corn oil.

Cost of goods sold for our ethanol production segment increased $246.0 million for the three months ended March 31, 2022 compared with the same period last year primarily due to higher volumes sold and corn costs.

Operating loss increased $30.8 million and EBITDA decreased $30.9 million for the three months ended March 31, 2022 compared with the same period in 2021 primarily due to decreased margins on ethanol production as well as an inventory lower of cost or net realizable value adjustment of $13.2 million.

Depreciation and amortization expense for the ethanol production segment was $18.4 million for the three months ended March 31, 2022, compared with $18.5 million for the same period last year.

Agribusiness and Energy Services Segment

Revenues in our agribusiness and energy services segment increased $67.3 million while operating loss and EBITDA decreased $1.1 million for the three months ended September 30, 2021, compared with the same period in 2020.

Revenues in our agribusiness and energy services segment increased $14.8 million while operating income decreased $2.9 million and EBITDA decreased $3.2 million for the three months ended March 31, 2022 compared with the same period in 2021.

The increase in revenues was primarily due to an increase in ethanol, distillers grain and corn oil trading activity driven by higher prices.

Operating loss and EBITDA decreased primarily as a result of lower trading margins.

Food and Ingredients Segment

The food and ingredients segment, which now represents food-grade corn oil production, had no activity during the three months ended September 30, 2021.

Partnership Segment

Revenues generated by our partnership segment decreased $2.1 million for the three months ended September 30, 2021, compared with the same period for 2020.

Railcar transportation services revenue decreased $0.9 million primarily due to a reduction in average volumetric capacity provided, and storage and throughput services revenue decreased $1.0 million due to a decrease in throughput volumes, both of which were a result of the sale of our Hereford ethanol plant in the fourth quarter of 2020 and our Ord ethanol plant in the first quarter of 2021.

Terminal services revenue decreased $0.1 million due to lower throughput at our terminals.

Trucking and other revenue decreased $0.1 million as a result of lower affiliate freight volume.

Operating income decreased $0.6 million and EBITDA decreased $0.4 million for the three months ended September 30, 2021 compared with the same period in 2020.

Intersegment Eliminations

Intersegment eliminations of revenues decreased by $2.1 million for the three months ended September 30, 2021 compared with the same period in 2020 primarily due to decreased partnership revenues.

Corporate Activities

Operating income was impacted by an increase in corporate activities of $7.0 million for the three months ended September 30, 2021, compared to the same period in 2020, primarily due to the estimated loss of $2.0 million associated with the contingent earn-out provisions on the sale of GPCC recorded during the three months ended September 30, 2021, the gain of $2.0 million associated with the recognition of earn-out provisions related to the initial sale of GPCC for the three months ended September 30, 2020, as well as higher personnel costs.

We recorded income tax expense of $7 thousand for the three months ended September 30, 2021, compared with income tax expense of $7.3 million for the same period in 2020.

The decrease in the amount of tax expense recorded for the three months ended September 30, 2021 was primarily due to a decrease in pretax book income offset by the recording of a valuation allowance against the tax net operating loss generated in the period.

Nine Months Ended September 30, 2021 Compared with the Nine Months Ended September 30, 2020

Consolidated Results

Consolidated revenues increased $579.9 million for the nine months ended September 30, 2021, compared with the same period in 2020, primarily due to higher prices on ethanol, distillers grains and corn oil and increased trading revenues within our agribusiness and energy services segment.

Operating income increased $105.6 million and for the nine months ended September 30, 2021, compared with the same period last year primarily due to the $31.2 million gain on sale of assets and improved margins on ethanol production during the second quarter of 2021, as well as the goodwill impairment charge of $24.1 million during the first quarter of 2020.

Adjusted EBITDA increased $28.1 million due to improved margins on ethanol production and higher margins in our agribusiness and energy services segment.

Interest expense increased $30.7 million for the nine months ended September 30, 2021 compared with the same period in 2020 due to the loss upon settlement of convertible notes of $22.1 million, recorded in the first quarter and the $9.5 million loss upon settlement of convertible notes recorded in the second quarter .

Income tax benefit was $2.9 million for the nine months ended September 30, 2021, compared with income tax benefit of $48.5 million for the same period in 2020, primarily due to benefits recorded related to the CARES Act during the nine months ended September 30, 2020.

The following discussion provides greater detail about our year-to-date segment performance.

Ethanol Production Segment

Key operating data for our ethanol production segment is as follows:

Nine Months Ended

‎ September 30,

(thousands of gallons)

Distillers grains sold

(thousands of equivalent dried tons)

Corn oil sold

(thousands of pounds)

Corn consumed

(thousands of bushels)

Revenues in our ethanol production segment increased $468.1 million for the nine months ended September 30, 2021, compared with the same period in 2020 primarily due to higher prices on ethanol, distillers grains and corn oil, offset by lower ethanol volumes sold.

Cost of goods sold for our ethanol production segment increased $403.5 million for the nine months ended September 30, 2021, compared with the same period last year primarily due to higher corn costs.

Operating income increased $70.0 million and EBITDA increased $81.3 million for the nine months ended September 30, 2021 compared with the same period in 2020 primarily due to improved margins as well as the $24.1 million noncash impairment charge recorded during the three months ended March 31, 2020.

Depreciation and amortization expense for the ethanol production segment was $62.7 million for the nine months ended September 30, 2021 compared with $50.6 million for the same period last year.

Agribusiness and Energy Services Segment

Revenues in our agribusiness and energy services segment increased $111.1 million while operating income increased $8.5 million and EBITDA increased $8.4 million for the nine months ended September 30, 2021, compared with the same period in 2020.

The increase in revenues was primarily due to an increase in ethanol, distillers grain and corn oil trading activity.

Operating income and EBITDA increased primarily as a result of higher trading margins.

Food and Ingredients Segment

The food and ingredients segment, which now represents food-grade corn oil production had no activity during the nine months ended September 30, 2021.

Operating income and EBITDA decreased primarily as a result of lower trading margins.

Partnership Segment

Revenues generated by our partnership segment decreased $2.7 million for the nine months ended September 30, 2021, compared with the same period for 2020.

Railcar transportation services revenue decreased $1.5 million due to a reduction in average volumetric capacity provided and lower sublease revenue.

Storage and throughput services revenue decreased $0.7 million due to a decrease in throughput volumes as a result of our sale of the Hereford ethanol plant in the fourth quarter of 2020 and our Ord ethanol plant in the first quarter of 2021.

Trucking and other revenue decreased $0.2 million as a result of lower third party freight volume.

Terminal services revenue decreased $0.2 million due to lower throughput at our terminals.

Operating income decreased $0.4 million and EBITDA decreased $0.5 million for the nine months ended September 30, 2021 compared with the same period in 2020.

Revenues generated by our partnership segment decreased $1.3 million for the three months ended March 31, 2022, compared with the same period for 2021.

Storage and throughput services revenue decreased $0.7 million due to a reduction in the contracted minimum volume commitment as a result of the sale of the Ord ethanol plant in the first quarter of 2021.

Railcar transportation services revenue decreased $0.4 million primarily due to a reduction in average volumetric capacity provided.

Trucking and other revenue decreased $0.3 million primarily as a result of lower affiliate freight volume.

Operating income and EBITDA both decreased $1.1 million for the three months ended March 31, 2022 compared with the same period in 2021.

Intersegment Eliminations

Intersegment eliminations of revenues decreased by $3.4 million for the nine months ended September 30, 2021 compared with the same period in 2020 primarily due to decreased partnership revenues and intersegment marketing and service fees within the agribusiness and energy services segment as a result of lower production volumes.

Intersegment eliminations of revenues decreased by $0.5 million for the three months ended March 31, 2022 compared with the same period in 2021 primarily due to decreased partnership revenues.

Corporate Activities

Operating income was impacted by an increase in corporate activities of $26.1 million for the nine months ended September 30, 2021, compared to the same period in 2020, primarily due to the gain on sale of assets recorded during the second quarter of 2021.

We recorded income tax benefit of $2.9 million for the nine months ended September 30, 2021, compared with income tax benefit of $48.5 million for the same period in 2020.

The decrease in the amount of tax benefit was primarily due to an increase in pretax book income compared to the tax benefit recorded for the same period in 2020 to reflect the benefit associated with the carry back of the 2019 tax NOLs to the 2014 tax year under the CARES Act of 2020, as well as the release of a previously recorded valuation allowance against the 2019 NOL and other deferred tax assets.

Income from Equity Method Investees

Income from equity method investees decreased $20.4 million for the nine months ended September 30, 2021 compared with the same period last year due primarily to the disposition of our GPCC joint venture during the fourth quarter of 2020.

Operating income was impacted by a decrease in corporate activities of $46.0 million for the three months ended March 31, 2022 compared to the same period in 2021, primarily due to the $36.9 million gain on sale of assets recorded in the same period last year as well as increased personnel costs and professional fees during the three months ended March 31, 2022.

We recorded income tax benefit of $1.2 million for the three months ended March 31, 2022, compared with income tax expense of $1.9 million for the same period in 2021.

The decrease in the amount of tax expense recorded for the three months ended March 31, 2022 was primarily due to a decrease in the valuation allowance recorded against certain deferred tax assets in the period.

Income (Loss) from Equity Method Investees

Income (loss) from equity method investees decreased $1.0 million for the three months ended March 31, 2022 compared with the same period last year.

Liquidity and Capital Resources

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We fund our operating expenses and service debt primarily with operating cash flows.

Capital resources for maintenance and growth expenditures are funded by a variety of sources, including cash generated from operating activities, borrowings under bank credit facilities, or issuance of senior notes or equity.

Our ability to access capital markets for debt under reasonable terms depends on our financial condition, credit ratings and market conditions.

We believe that our ability to obtain financing at reasonable rates and history of positive cash flow from operating activities, which have been positive for seven of the previous ten years, provide a solid foundation to meet our future liquidity and capital resource requirements.

On September 30, 2021, we had $589.8 million in cash and equivalents, excluding restricted cash, consisting of $497.6 million held at our parent company and the remainder held at our subsidiaries.

Additionally, we had $131.1 million in restricted cash at September 30, 2021.

We also had $312.6 million available under our committed revolving credit and term loan agreements, some of which were subject to restrictions or other lending conditions.

Our ability to access capital markets for debt financing under reasonable terms depends on numerous factors, including our past performance, current financial condition, credit risk profile and market conditions generally.

We believe that our ability to obtain financing based on these factors remains sufficient and provides a solid foundation to meet our future liquidity and capital resource requirements.

On March 31, 2022, we had $509.2 million in cash and equivalents, excluding restricted cash.

Additionally, we had $95.1 million in restricted cash and $24.9 million in marketable securities at March 31, 2022.

We also had $45.0 million available under our committed revolving credit agreement, subject to restrictions and other lending conditions.

Funds at certain subsidiaries are generally required for their ongoing operational needs and restricted from distribution.

At September 30, 2021, our subsidiaries had approximately $174.4 million of net assets that were not available to use in the form of dividends, loans or advances due to restrictions contained in their credit facilities.

Net cash used in operating activities was $27.9 million for the nine months ended September 30, 2021, compared with net cash provided by operating activities of $76.4 million for the same period in 2020.

Operating activities compared to the prior year were primarily affected by changes in working capital when compared to the same period of the prior year.

Net cash used in investing activities was $43.5 million for the nine months ended September 30, 2021, compared with net cash used in investing activities of $89.5 million for the same period in 2020.

Investing activities compared to the prior year were primarily affected by proceeds from the sale of assets during 2021.

Net cash provided by financing activities was $517.4 million for the nine months ended September 30, 2021, compared with net cash used in financing activities of $74.6 million for the same period in 2020, primarily due to proceeds from the issuance of common stock and debt offerings during 2021.

Additionally, Green Plains Trade, Green Plains Grain and Green Plains Commodity Management use revolving credit facilities to finance working capital requirements.

At March 31, 2022, our subsidiaries had approximately $108.8 million of net assets that were not available to use in the form of dividends, loans or advances due to restrictions contained in their credit facilities.

Net cash used in operating activities was $162.5 million for the three months ended March 31, 2022 compared with net cash provided used in operating activities of $37.0 million for the same period in 2021.

Operating activities compared to the prior year were primarily affected by a higher net loss due to weak ethanol crush margins as well as increases in inventory of $46.1 million primarily due to higher ethanol inventory when compared to the same period of the prior year.

Net cash provided by investing activities was $37.9 million for the three months ended March 31, 2022 compared with net cash provided by investing activities of $42.3 million for the same period in 2021.

Investing activities compared to the prior year were primarily affected by proceeds from the sale of marketable securities during the first quarter of 2022, and proceeds from the sale of assets during the same period in 2021.

Net cash provided by financing activities was $167.9 million for the three months ended March 31, 2022 compared with net cash used in financing activities of $374.3 million for the same period in 2021, primarily due to proceeds from the issuance of common stock and debt offerings during 2021.

Additionally, Green Plains Finance Company, Green Plains Trade, Green Plains Grain and Green Plains Commodity Management use revolving credit facilities to finance working capital requirements.

We frequently draw from and repay these facilities, which results in significant cash movements reflected on a gross basis within financing activities as proceeds from and payments on short-term borrowings.

We incurred capital expenditures of approximately $123.7 million during the nine months ended September 30, 2021, primarily for Ultra High-Protein expansion projects at various facilities, Project 24 operating expense reduction and for various maintenance projects.

Capital spending for the remainder of 2021 is expected to be between $75.0 million and $100.0 million for various projects, including the Ultra High-Protein expansion at our Wood River, Obion, Central City and Mount Vernon locations, which are expected to be financed with cash provided by operating activities, as well as available borrowings under our $75.0 million delayed draw loan and cash on hand.

We incurred capital expenditures of approximately $62.0 million during the three months ended March 31, 2022, primarily for Ultra High-Protein expansion projects at various facilities and for various maintenance projects.

Capital spending for the remainder of 2022 is expected to be between $190.0 million and $240.0 million for various projects, including the Ultra High-Protein expansion at our Obion, Central City and Mount Vernon locations, which are expected to be financed with cash on hand and by cash provided by operating activities.

Our business is highly sensitive to the price of commodities, particularly for corn, ethanol, distillers grains, corn oil and natural gas.

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Available cash generally means all cash and cash equivalents on hand at the end of that quarter less cash reserves established by the general partner, including those for future capital expenditures, future acquisitions and anticipated future debt service requirements, plus all or any portion of the cash on hand resulting from working capital borrowings made subsequent to the end of that quarter.

On October 19, 2021, the board of directors of the general partner of the partnership declared a cash distribution of $0.435 per unit on outstanding common and subordinated units.

The distribution is payable on November 12, 2021, to unitholders of record at the close of business on November 5, 2021.

Our board of directors authorized a share repurchase program of up to $200.0 million of our common stock.

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The program may be suspended, modified or discontinued at any time without prior notice .

We did not repurchase any shares during the third quarter of 2021.

We did not repurchase any shares during the first quarter of 2022.

To date, we have repurchased 7,396,936 of common stock for approximately $92.8 million under the program.

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For additional information related to our debt, see Note 8 – Debt included as part of the notes to consolidated financial statements and Note 12 – Debt included as part of the notes to consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2021.

We were in compliance with our debt covenants at September 30, 2021.

We were in compliance with our debt covenants at March 31, 2022.

Based on our forecasts, we believe we will maintain compliance at each of our subsidiaries for the next twelve months or have sufficient liquidity available on a consolidated basis to resolve noncompliance.

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As outlined in Note 8 - Debt , we use LIBOR as a reference rate for various credit facilities.

The administrator of LIBOR has announced it will cease the publication of the one week and two month LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023.

It is unclear if LIBOR will cease to exist or if new methods of calculating LIBOR will be established by the applicable phase out dates.

We expect to amend our credit facilities to determine the interest rate to replace LIBOR with the new standard that is established.

The administrator of LIBOR ceased the publication of the one week and two month LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023.

Federal Reserve, in conjunction with the Alternative Reference Rate Committee, a steering committee comprised of large U.S.

financial institutions, is considering replacing U.S.

dollar LIBOR with a new reference rate, the SOFR, calculated using short-term repurchase agreements backed by Treasury securities.

The potential effect of any such event on interest expense cannot yet be determined.

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We may settle the 2.25% notes in cash, common stock or a combination of cash and common stock.

At September 30, 2021, the outstanding principal balance on the 2.25% notes was $230.0 million.

At March 31, 2022, the outstanding principal balance on the 2.25% notes was $230.0 million.

In June 2019, we issued $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, 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 initial conversion rate will be 64.1540 shares of our common stock per $1,000 principal amount of the 4.00% notes, which is equivalent to an initial conversion price of approximately $15.59 per share of our common stock.

our common stock.

The conversion rate will be subject to adjustment upon the occurrence of certain events, including but not limited to;

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Common stock held as treasury shares were exchanged for the 4.00% notes.

At September 30, 2021, the outstanding principal balance on the 4.00% notes was $64.0 million.

At March 31, 2022, the outstanding principal balance on the 4.00% notes was $64.0 million.

In August 2016, we issued $170.0 million of 4.125% convertible senior notes due in 2022, or 4.125% notes, which are senior, unsecured obligations with interest payable on March 1 and September 1 of each year.

Prior to March 1, 2022, the 4.125% notes are not convertible unless certain conditions are satisfied.

The notes are convertible at the Holder’s option.

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.

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or a tender or exchange offering.

We may settle the 4.125% notes in cash, common stock or a combination of cash and common stock.

We anticipate we will settle the 4.125% notes in a combination of cash and common stock.

In March 2021, concurrent with the issuance of the 2.25% notes, we used approximately $156.5 million of the net proceeds of the 2.25% notes to repurchase approximately $135.7 million aggregate principal amount of its 4.125% notes due 2022, in privately negotiated transactions.

At September 30, 2021, the outstanding principal balance on the 4.125% notes was $34.3 million.

At March 31, 2022, the outstanding principal balance on the 4.125% notes was $34.3 million.

Agribusiness and Energy Services Segment

Green Plains Trade has a $300.0 million senior secured asset-based revolving credit facility to finance working capital up to the maximum commitment based on eligible collateral, which matures in July of 2022.

This facility can be increased by up to $70.0 million with agent approval.

Advances are subject to variable interest rates equal to a daily LIBOR rate plus 2.25% or the base rate plus 1.25%.

The unused portion of the credit facility is also subject to a commitment fee of 0.375% per annum.

At September 30, 2021, the outstanding principal balance was $109.6 million on the facility and the interest rate was 2.40%.

Green Plains Grain has a $100.0 million senior secured asset-based revolving credit facility to finance working capital up to the maximum commitment based on eligible collateral, which matures in June of 2022.

This facility can be increased by up to $75.0 million with agent approval and up to $50.0 million for seasonal borrowings.

Total commitments outstanding under the facility cannot exceed $225.0 million.

At September 30, 2021, the outstanding principal balance was $22.8 million on the facility and the interest rate was 5.25%.

Green Plains Grain has short-term inventory financing agreements with a financial institution with a maximum commitment of up to $50.0 million, which matures June 2022.

Green Plains Grain 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.

Green Plains Grain had no short-term notes payable related to these inventory financing agreements as of September 30, 2021.

Green Plains Financing Company has total revolving commitments of $350.0 million and an accordion feature whereby amounts available under the Facility may be increased by up to $100.0 million of new lender commitments subject to certain conditions.

Each SOFR rate loan shall bear interest for each day at a rate per annum equal to the Term SOFR rate for the outstanding period plus a Term SOFR adjustment and an applicable margin of 2.25% to 2.50%, which is dependent on undrawn availability under the Facility.

Each base rate loan shall bear interest at a rate per annum equal to the base rate plus the applicable margin of 1.25% to 1.50%, which is dependent on undrawn availability under the Facility.

The unused portion of the Facility is also subject to a commitment fee of 0.275% to 0.375%, dependent on undrawn availability.

At March 31, 2022, the outstanding principal balance was $305.0 million on the facility and the interest rate was 3.67%.

Green Plains Commodity Management has an uncommitted $40.0 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%.

At September 30, 2021, the outstanding principal balance was $30.0 million on the facility and the interest rate was 1.82%.

Advances are subject to variable interest rates equal to SOFR plus 1.75%.

At March 31, 2022, the outstanding principal balance was $5.2 million on the facility and the interest rate was 1.83%.

Ethanol Production Segment

On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains Obion and Green Plains Mount Vernon issued $125.0 million of junior secured mezzanine notes due 2026 with BlackRock for the purchase of all notes issued.

At September 30, 2021, the outstanding principal balance was $125.0 million on the loan and the interest rate was 11.75%.

At March 31, 2022, the outstanding principal balance was $125.0 million on the loan and the interest rate was 11.75%.

Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, have a $75.0 million delayed draw loan agreement, which matures on September 1, 2035.

At September 30, 2021, the outstanding principal balance was $30.0 million on the loan and the interest rate was 6.52%.

At March 31, 2022, the outstanding principal balance was $75.0 million on the loan and the interest rate was 6.52%.

We also have small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.

Partnership Segment

As of September 30, 2021, Green Plains Partners, through a wholly owned subsidiary, had a term loan to fund working capital, capital expenditures and other general partnership purposes.

On July 20, 2021, the partnership entered into an Amended and Restated Credit Agreement (“Amended Credit Facility”) to our existing credit facility with BlackRock and TMI Trust Company as administrative agent.

The Amended Credit Facility decreased the total amount available to $60.0 million, extended the maturity from December 31, 2021 to July 20, 2026, and converted the balance to a term loan.

The term loan does not require any principal payments;

On July 20, 2021, the partnership entered into an Amended and Restated Credit Agreement (“Amended Credit Agreement”) with funds and accounts managed by BlackRock and TMI Trust Company as administrative agent creating a $60.0 million term loan to fund working capital, capital expenditures and other general partnership purposes.

term loan matures July 20, 2026.

The amended term loan does not require any principal payments;

however, the partnership has the option to prepay $1.5 million per quarter beginning twelve months after the closing date.

As of September 30, 2021, the term loan had a balance of $60.0 million and an interest rate of 8.13%.

Under the terms of the amended agreement, BlackRock purchased the outstanding balance of the existing notes from the previous lenders.

Under the terms of the Amended Credit Agreement, BlackRock purchased the outstanding balance of the existing notes from the previous lenders.

Interest on the term loan is based on 3-month LIBOR plus 8.00%, with a 0% LIBOR floor and is payable on the 15 th day of each March, June, September and December, during the term, with the first interest payment being September 15, 2021.

Financial covenants of the amended agreement include a maximum consolidated leverage ratio of 2.5x and a minimum consolidated debt service coverage ratio of 1.10x.

The Amended Credit Facility continues to be secured by substantially all of the assets of the partnership.

During the nine months ended September 30, 2021, prior to the amendment, principal payments of $50.0 million were made on the previous credit facility, including $19.5 million of scheduled repayments, $27.5 million related to the sale of the storage assets located adjacent to the Ord, Nebraska ethanol plant and a $3.0 million prepayment made with excess cash.

Contractual Obligations

Contractual obligations as of September 30, 2021 were as follows (in thousands):

Payments Due By Period

Contractual Obligations

Long-term and short-term debt obligations (1)

Interest and fees on debt obligations (2)

Operating lease obligations (3)

Purchase obligations:

Forward grain purchase contracts (4)

Other commodity purchase contracts (5)

Total contractual obligations

(1) Includes the current portion of long-term debt and future finance lease obligations and excludes the effect of any debt issuance costs.

(2) Interest amounts are calculated over the terms of the loans using current interest rates, assuming scheduled principal and interest amounts are paid pursuant to the debt agreements.

Includes administrative and/or commitment fees on debt obligations.

(3) Operating lease costs are primarily for railcars and office space and exclude leases not yet commenced with undiscounted future lease payments of approximately $0.7 million.

(4) Purchase contracts represent index-priced and fixed-price contracts.

Index purchase contracts are valued at current quarter-end prices.

(5) Includes fixed-price ethanol, dried distillers grains and natural gas purchase contracts.

On February 11, 2022, the amended term loan was modified to allow Green Plains Partners and its affiliates to repurchase outstanding notes.

On the same day, the partnership purchased $1.0 million of the outstanding notes from accounts and funds managed by BlackRock and subsequently retired the notes.

As of March 31, 2022, the term loan had a balance of $59.0 million and an interest rate of 8.83%.

Contractual Obligations and Commitments

In addition to debt, our material future obligations include certain lease agreements and contractual and purchase commitments related to commodities, storage and transportation.

Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of March 31, 2022 totaled $76.1 million.

As of March 31, 2022, we had contracted future purchases of grain, natural gas, and distillers grains valued at approximately $532.4 million and future commitments for storage and transportation valued at approximately $31.4 million.

Refer to Note 13 – Commitments and Contingencies included in the notes to consolidated financial statements for more information.

Critical Accounting Policies and Estimates

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis