24 unchanged sentences
We caution investors not to place undue reliance on forward-looking statements, which represent management’s views as of the date of this report or documents incorporated by reference.
−Removed: Green Plains is an Iowa corporation founded in June 2004 as a producer of low carbon fuels and has grown to be one of the leading corn processors in the world.
−Removed: We continue the transition from a commodity-processing business to a value-add agricultural technology company focusing on creating diverse, non-cyclical, higher margin products.
−Removed: In addition, we are currently undergoing a number of project initiatives to improve margins.
−Removed: 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.
+Added: Green Plains is an Iowa corporation founded in June 2004 as a producer of low carbon fuels and has grown to be a leading ag-tech innovator.
+Added: We continue the transition from a commodity-processing business to a value-added agricultural technology company creating sustainable, high-value ingredients.
+Added: In addition, we are currently undergoing a number of project initiatives to generate higher non-cyclical margins.
+Added: We believe we can further increase margins by producing additional value-added ingredients, such as Ultra-High Protein, dextrose and more.
In December 2020, we completed the purchase of a majority interest in FQT.
−Removed: 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.
+Added: The acquisition capitalizes on the core strengths of each company to develop and implement proven, agriculture, food and industrial biotechnology systems, rapidly expand installation and production across Green Plains facilities, and 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.
−Removed: We own and operate assets throughout the ethanol value chain:
−Removed: upstream, with grain handling and storage;
−Removed: through our ethanol production facilities;
−Removed: and downstream, with marketing and distribution services to mitigate commodity price volatility.
−Removed: Our other businesses leverage our supply chain, production platform and expertise.
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.
−Removed: As of June 30, 2022, we own a 48.9% limited partner interest, a 2.0% general partner interest and all of the partnership’s incentive distribution rights.
+Added: As of September 30, 2022, we own a 48.8% limited partner interest, a
+Added: 2.0% general partner interest and all of the partnership’s incentive distribution rights.
The public owns the remaining 49.2% limited partner interest.
9 unchanged sentences
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.
−Removed: The partnership’s assets include 29 ethanol storage facilities, four fuel terminal facilities and approximately 2,530 leased railcars.
−Removed: As part of our transformation to a value-add agricultural technology company, we completed our first MSC™ Ultra-High Protein installation at our Shenandoah biorefinery during the first quarter of 2020.
−Removed: Our Wood River plant began operations in October 2021.
−Removed: Three additional locations are slated to begin operating in the third and fourth quarter of 2022, and installation at certain of our remaining biorefineries is expected over the course of the next several years.
−Removed: 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.
+Added: The partnership’s assets include 29 ethanol storage facilities, two fuel terminal facilities and approximately 2,500 leased railcars.
+Added: As part of our transformation to a value-add agricultural technology company, we completed our first MSC TM installation at our Shenandoah, Iowa, biorefinery during the first quarter of 2020.
+Added: Our Wood River, Nebraska, plant began MSC TM operations in October 2021.
+Added: Commissioning on our MSC TM installation at our Central City plant began during the third quarter with two additional locations slated to begin commissioning in the fourth quarter of 2022.
+Added: Installation at certain of our remaining biorefineries is expected over the course of the next few years.
+Added: Through our value-added ingredients initiative, we expect to produce Ultra-High Protein, a feed ingredient with protein concentrations of 50% or greater and yeast concentrations of 25%, increase production of renewable corn oil and produce other higher value products, such as post-MSC distillers grains.
We have also upgraded our York facility to include USP grade alcohol capabilities.
−Removed: 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.
−Removed: We announced the Shenandoah biorefinery as the first location to deploy FQT CST TM at commercial scale.
+Added: We began pilot scale batch operations at the CST TM production facility at our Innovation Center at York in the second quarter of 2021, which allows for the production of both food and industrial grade low-carbon glucose and dextrose to target applications in food production, renewable chemicals and synthetic biology.
+Added: In September 2022, we broke ground at our biorefinery in Shenandoah, Iowa, 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.
−Removed: 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.
−Removed: In total, eight of our biorefineries have entered into long-term carbon offtake agreements, which will lower greenhouse gas emissions through the capturing and storing of carbon dioxide at each of the biorefineries, significantly lowering their carbon intensity.
−Removed: The anticipated completion date for this project is 2024.
+Added: In February and April 2021, as part of our carbon reduction strategy, we committed our Nebraska, Iowa and Minnesota plants to the Summit Carbon Solutions Midwest Carbon Express project to capture and store biogenic carbon dioxide produced through the fermentation process.
+Added: These eight biorefineries have entered into twelve-year carbon offtake agreements, which will lower greenhouse gas emissions through the capture of carbon dioxide at each of the biorefineries, significantly lowering their carbon intensity.
+Added: According to Summit Carbon Solutions, the anticipated completion date for this project is 2024.
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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Convertible Notes Conversion into Common Stock
−Removed: On May 25, 2022, the company gave notice calling for the redemption of all its outstanding 4.00% Convertible Senior Notes due 2024, totaling an aggregate principal amount of $64.0 million.
−Removed: The conversion rate was 66.4178 shares of
−Removed: common stock per $1,000 of principal.
+Added: On May 25, 2022, we gave notice calling for the redemption of all our outstanding 4.00% Convertible Senior Notes due 2024, totaling an aggregate principal amount of $64.0 million.
+Added: The conversion rate was 66.4178 shares of common stock per $1,000 of principal.
From July 1, 2022 through July 8, 2022, all $64.0 million of the 4.00% convertible notes were converted into approximately 4.3 million shares of common stock.
All $64.0 million were retired effective July 8, 2022.
+Added: During August 2022, we entered into four privately negotiated exchange agreements with certain noteholders of the 4.125% Convertible Senior Notes due 2022 to exchange approximately $32.6 million aggregate principal amount for approximately 1.2 million shares of our common stock.
+Added: Additionally, on September 1, 2022, approximately $1.7 million aggregate principal amount of the 4.125% notes were settled through a combination of $1.7 million in cash and approximately 15 thousand shares of our common stock.
+Added: The remaining $23 thousand aggregate principal amount of the 4.125% notes and accrued interest were settled in cash.
+Added: The 4.125% notes were retired effective September 1, 2022.
Results of Operations
−Removed: During the second quarter of 2022, we experienced a stronger ethanol margin environment.
−Removed: We maintained an average utilization rate of approximately 96.9% of capacity, resulting in ethanol production of 231.4 mmg for the second quarter of 2022, compared with 190.9 mmg, or 79.9% of capacity, for the same quarter last year.
−Removed: 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.
+Added: During the third quarter of 2022, we experienced a weak ethanol margin environment due in part to historically high physical corn basis levels across our entire platform.
+Added: We maintained an average utilization rate of approximately 90.9% of capacity, resulting in ethanol production of 219.4 mmg for the third quarter of 2022, compared with 181.2 mmg, or 75.0% of capacity, for the same quarter last year.
+Added: The increase in the average utilization rate was primarily due to completing our plant modernization and upgrade program earlier this year.
Our operating strategy is to transform our company to a value-add agricultural technology company.
−Removed: However, in the current environment, we may continue to exercise operational discretion that results in reductions in production.
−Removed: Additionally, we may operate at less than our capacity resulting in lower production rates due to various construction projects.
−Removed: 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.
−Removed: 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 in the third and fourth quarter of 2022.
−Removed: 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.
+Added: Depending on the margin environment, we may exercise operational discretion that results in reductions in production volumes.
+Added: It is possible that throughput volumes could be below our minimum volume commitments made to the partnership in the future, depending on various factors that drive each biorefineries variable contribution margin, including future driving and gasoline demand for the industry, demand for valuable coproducts we produce, and the supply and pricing of renewable feedstocks needed to operate our biorefineries.
+Added: We are currently producing Ultra-High Protein at two locations, commissioned a third plant in the third quarter, and are deploying FQT MSC TM technology at two additional locations, which we expect to be commissioned in the fourth quarter of 2022.
+Added: We are deploying the FQT MSC™ technology at select locations across our platform to help meet growing global demand for protein feed ingredients and low-carbon renewable corn oil.
Ethanol Supply and Demand
−Removed: According to the EIA, domestic ethanol production averaged 1.01 million barrels per day during the second quarter of 2022, which was 1.1% higher than the 1.0 million barrels per day for the same quarter last year.
−Removed: Refiner and blender input volume was steady 898 thousand barrels per day for the second quarter of 2022, compared with 903 thousand barrels per day for the same quarter last year.
−Removed: Gasoline demand decreased 0.2 million barrels per day, or 2.3% during the second quarter of 2022 compared to the prior year.
−Removed: domestic ethanol ending stocks increased by approximately 1.2 million barrels compared to the prior year, or 5.4%, to 22.7 million barrels as of June 30, 2022.
+Added: According to the EIA, domestic ethanol production averaged 979 thousand barrels per day during the third quarter of 2022, which was 0.5% higher than the 974 thousand barrels per day for the same quarter last year.
+Added: Refiner and blender input volume was 902 thousand barrels per day for the third quarter of 2022, compared with 919 thousand barrels per day for the same quarter last year.
+Added: Gasoline demand decreased 0.6 million barrels per day, or 6.6% during the third quarter of 2022 compared to the prior year.
+Added: domestic ethanol ending stocks increased by approximately 1.5 million barrels compared to the prior year, or 7.2%, to 21.7 million barrels as of September 30, 2022.
As of this filing, according to Prime the Pump, there were approximately 2,743 retail stations selling E15 in 31 states, up from 2,555 at the beginning of the year, and approximately 386 suppliers at 113 pipeline terminal locations now offering E15 to wholesale customers.
Global Ethanol Supply and Demand
−Removed: According to the USDA Foreign Agriculture Service, domestic ethanol exports through May 31, 2022, were approximately 726 mmg, up from the 582 mmg for the same period of 2021.
+Added: According to the USDA Foreign Agriculture Service, domestic ethanol exports through August 31, 2022, were approximately 1,012 mmg, up from the 796 mmg for the same period of 2021.
Canada was the largest export destination for U.S.
−Removed: ethanol accounting for 25% of domestic ethanol export volume.
−Removed: India, Brazil, and the Netherlands accounted for 11%, 8%, and 7%, respectively, of U.S.
+Added: ethanol accounting for 32% of domestic ethanol export volume, driven in part by their national clean fuel standard.
+Added: South Korea, India, and the Netherlands accounted for 13%, 8%, and 7%, respectively, of U.S.
ethanol exports.
−Removed: We currently estimate that net ethanol exports will range from 1.4 to 1.6 billion gallons in 2022, based on historical demand from a variety of countries and certain countries that seek to improve their air quality, reduce GHG emissions through low carbon fuel programs and eliminate MTBE from their own fuel supplies.
+Added: 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, reduce green house gas emissions through low carbon fuel programs and eliminate MTBE from their own fuel supplies.
+Added: The recent strengthening of the U.S.
+Added: Dollar relative to other currencies has the potential to adversely impact the U.S.
+Added: ethanol competitiveness in the global market.
Legislation and Regulation
3 unchanged sentences
We believe it is unlikely that any of these bills will become law in the current Congress.
−Removed: 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.
+Added: addition, the manner in which the EPA administers the RFS and related regulations can have a significant impact on the actual amount of ethanol and other biofuels 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.
3 unchanged sentences
In addition, expansion of clean fuel programs in other states and countries, or a national LCFS could increase the demand for ethanol, depending on how it is structured.
−Removed: The Inflation Reduction Act of 2022, which was introduced on July 27, 2022, is a broad budget reconciliation bill that has many potential impacts on our business which we are still evaluating.
−Removed: As proposed, the legislation would (a) create a new Clean Fuel Production Credit which could impact our fuel ethanol, depending on the level of GHG reduction for each gallon;
−Removed: (b) create a new tax credit for sustainable aviation fuel, that could possibly involve some of our low carbon ethanol through an alcohol to jet pathway, depending on the life cycle analysis model being used;
−Removed: (c) expand the carbon capture and sequestration credit, section 45Q, to $85 for each ton of carbon sequestered, which could impact our carbon partnership;
−Removed: (d) extend the biodiesel tax credit which could impact our renewable corn oil values, as this co-product serves as a low-carbon feedstock for renewable diesel and biomass based diesel production;
−Removed: (e) fund biofuel refueling infrastructure, which could impact the availability of higher level ethanol blended fuel;
−Removed: and (f) provide for the production and purchase credits for electric vehicles could impact the amount of internal combustion engines on the road longer term, and by extension impact the demand for liquid fuels including ethanol.
+Added: The Inflation Reduction Act of 2022, which was signed into law on August 16, 2022, is a sweeping policy that could have many potential impacts on our business which we are continuing to evaluate.
+Added: The legislation (a) created a new Clean Fuel Production Credit, section 45Z of the Internal Revenue Code, which runs from 2025 to 2027 of up to $1.00 per gallon, which could impact our fuel ethanol, depending on the level of green house gas reduction for each gallon;
+Added: (b) created a new tax credit for sustainable aviation fuel of $1.25 to $1.75 per gallon, depending on the green house gas reduction for each gallon, that could possibly involve some of our low carbon ethanol through an alcohol to jet pathway, depending on the life cycle analysis model being used (this credit expires after 2024 and shifts to the Clean Fuel Production Credit, where it qualifies for up to $1.75 per gallon);
+Added: (c) expanded the carbon capture and sequestration credit, section 45Q, to $85 for each ton of carbon sequestered, which could impact our carbon capture partnership and other potential carbon capture investments;
+Added: (d) extended the biodiesel tax credit which could impact our renewable corn oil values, as this co-product serves as a low-carbon feedstock for renewable diesel and biomass based diesel production;
+Added: (e) funded biofuel refueling infrastructure, which could impact the availability of higher level ethanol blended fuel;
+Added: (f) increased funding for working lands conservation programs for farmers by $20 billion;
+Added: and (g) provided credits for the production and purchase of electric vehicles, which could impact the amount of internal combustion engines built and sold longer term, and by extension impact the demand for liquid fuels including ethanol.
The RFS sets a floor for biofuels use in the United States.
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As of this filing, the EPA has finalized RVOs reducing the conventional ethanol levels for 2020 and 2021 to reflect lower fuel demand during the pandemic, and finalized an RVO at the statutory 15 billion gallons for 2022, with an additional 250 million gallons of supplemental volume to reflect a court-ordered remand of a previously-lowered RVO.
+Added: The EPA has agreed to consent decree from the U.S.
+Added: District Court for D.C.
+Added: to propose an RVO for 2023 (and possibly 2024 and 2025) by November 16, 2022, and finalize the rule by June 14, 2023.
+Added: It is possible the expand the types of fuels that can qualify for credits under the RFS, including the so-called e-RINs for electric vehicles.
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.
6 unchanged sentences
Under the RFS, RINs and SREs are important tools impacting supply and demand.
−Removed: 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.
+Added: 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 production of domestic transportation fuel.
Obligated parties use RINs to show compliance with the RFS mandated volumes.
4 unchanged sentences
Small refineries can petition the EPA for a SRE which, if approved, waives their portion of the annual RVO requirements.
−Removed: 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.
+Added: The EPA, through consultation with the DOE and the USDA can grant a full or partial waiver, or deny it outright within 90
+Added: 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.
2 unchanged sentences
A total of 88 SREs were granted under the Trump Administration, erasing a total of 4.3 billion gallons of potential blending demand.
−Removed: The EPA, under the current administration, reversed the three SREs issued in the final weeks of the previous administration, and in conjunction with the RVO rulemaking for 2020, 2021 and 2022, they denied all pending SREs.
+Added: The EPA, under the current administration, reversed the three SREs issued in the final weeks of the previous administration, and in conjunction with the RVO rulemaking for 2020, 2021 and 2022, denied all pending SREs.
There are multiple legal challenges to how the EPA has handled SREs and RFS rulemakings.
8 unchanged sentences
In December 2021, the USDA announced they would administer another infrastructure grant program.
−Removed: Congress is considering legislation that would provide for an additional $500 million in USDA grants for biofuel infrastructure from 2022 to 2031.
+Added: The recently enacted Inflation Reduction Act provided for an additional $500 million in USDA grants for biofuel infrastructure from 2022 to 2031.
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.
1 unchanged sentence
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.
−Removed: The language of the bill specifically included 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.
−Removed: Applications were due in February 2022, and the USDA distributed funds to us in the amount of $27.7 million in May 2022.
+Added: The language of the bill specifically included biofuels producers as eligible for some of this aid, and in May 2022, the USDA distributed funds to us in the amount of $27.7 million pursuant to this bill.
Comparability of our Financial Results
−Removed: As of June 30, 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.
+Added: As of September 30, 2022, we, together with our subsidiaries, own a 48.8% 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 49.2% 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.
11 unchanged sentences
Three Months Ended
−Removed: Variance Six Months Ended
+Added: September 30, %
+Added: Variance Nine Months Ended
+Added: September 30, %
2022 2021 2022 2021
14 unchanged sentences
Three Months Ended
−Removed: Variance Six Months Ended
+Added: September 30, %
+Added: Variance Nine Months Ended
+Added: September 30, %
2022 2021 2022 2021
5 unchanged sentences
Three Months Ended
−Removed: Variance Six Months Ended
+Added: September 30, %
+Added: Variance Nine Months Ended
+Added: September 30, %
2022 2021 2022 2021
6 unchanged sentences
Three Months Ended
−Removed: Variance Six Months Ended
+Added: September 30, %
+Added: Variance Nine Months Ended
+Added: September 30, %
2022 2021 2022 2021
1 unchanged sentence
Ethanol production (1)
+Added: $ (64,121) $ (44,192) 45.1% $ (87,773) $ (30,969) 183.4%
Agribusiness and energy services 5,205 3,225 61.4 25,894 15,720 64.7
4 unchanged sentences
$ (61,880) $ (44,675) 38.5% $ (75,941) $ 17,705 *
−Removed: (1) Corporate activities for the three and six months ended June 30, 2021, includes a $3.8 million loss on sale of assets and a $33.1 million gain on sale of assets, respectively.
+Added: (1) Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $11.2 million for the three and nine months ended September 30, 2022.
+Added: (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.
Three Months Ended
−Removed: Variance Six Months Ended
+Added: September 30, %
+Added: Variance Nine Months Ended
+Added: September 30, %
2022 2021 2022 2021
13 unchanged sentences
Accordingly, our computation of EBITDA, adjusted EBITDA, and segment EBITDA may not be comparable with a similarly titled measure of other companies.
−Removed: The following table reconciles net income (loss) including noncontrolling interest to adjusted EBITDA (in thousands):
+Added: The following table reconciles net loss including noncontrolling interest to adjusted EBITDA (in thousands):
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2022 2021 2022 2021
−Removed: Net income (loss) $ 52,720 $ 16,117 $ (3,152) $ 14,138
+Added: Net loss $ (67,903) $ (54,411) $ (71,055) $ (40,273)
Interest expense (1)
9 unchanged sentences
Adjusted EBITDA $ (35,523) $ (14,768) $ (6,583) $ 55,425
−Removed: (1) Interest expense for the three and six months ended June 30, 2021, includes losses on settlement of convertible notes of $9.5 million and $31.6 million, respectively.
+Added: (1) Interest expense for three and nine months ended September 30, 2022, includes a loss on settlement of convertible notes of $419 thousand, and 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.
(2) Excludes amortization of operating lease right-of-use assets and amortization of debt issuance costs.
−Removed: (3) Other income for the three and six months ended June 30, 2022 includes a grant received from the USDA related to the Biofuel Producer Program of $27.7 million.
+Added: (3) Other income for the nine months ended September 30, 2022 includes a grant received from the USDA related to the Biofuel Producer Program of $27.7 million.
The following table reconciles segment EBITDA to consolidated adjusted EBITDA (in thousands):
Three Months Ended
−Removed: Variance Six Months Ended
+Added: September 30, %
+Added: Variance Nine Months Ended
+Added: September 30, %
2022 2021 2022 2021
1 unchanged sentence
Ethanol production (1)
+Added: $ (42,471) $ (18,524) 129.3% $ (517) $ 31,739 (101.6)%
Agribusiness and energy services 6,536 3,818 71.2 28,009 17,515 59.9
9 unchanged sentences
$ (35,523) $ (14,768) 140.5% $ (6,583) $ 55,425 (111.9)%
−Removed: (1) Includes corporate expenses, offset by a loss on sale of assets of $3.8 million and a $33.1 million gain on sale of assets for the three and six months ended June 30, 2021, respectively.
−Removed: (2) Other income for the three and six months ended June 30, 2022 includes a grant received from the USDA related to the Biofuel Producer Program of $27.7 million.
+Added: (1) Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $11.2 million for the three and nine months ended September 30, 2022.
+Added: (2) Includes corporate expenses, offset by a loss on sale of assets of $1.8 million and a $31.2 million gain on sale of assets for the three and nine months ended September 30, 2021, respectively.
+Added: (3) Other income for the nine months ended September 30, 2022 includes a grant received from the USDA related to the Biofuel Producer Program of $27.7 million.
* Percentage variance not considered meaningful.
−Removed: Three Months Ended June 30, 2022 Compared with the Three Months Ended June 30, 2021
+Added: Three Months Ended September 30, 2022 Compared with the Three Months Ended September 30, 2021
Consolidated Results
−Removed: Consolidated revenues increased $288.0 million for the three months ended June 30, 2022 compared with the same period in 2021 primarily due to higher prices and higher volumes sold on ethanol, distillers grains, and corn oil.
−Removed: Net income increased $36.6 million and adjusted EBITDA increased $1.9 million for the three months ended June 30, 2022, compared with the same period last year primarily due to the $27.7 million USDA COVID-19 relief grant received, which is excluded from adjusted EBITDA, and also higher margins on agribusiness and energy services offset by slightly lower ethanol crush margins.
−Removed: Interest expense decreased $11.3 million for the three months ended June 30, 2022, compared with the same period in 2021 primarily due to a loss on settlement of convertible notes of $9.5 million for the three months ended June 30, 2021.
−Removed: Income tax expense was $2.9 million for the three months ended June 30, 2022, compared with income tax benefit of $4.8 million for the same period in 2021 primarily due to an increase of a valuation allowance against deferred tax assets included in AOCI for the three months ended June 30, 2022, compared to a decrease of the valuation allowance recorded against deferred tax assets included in AOCI during the three months ended June 30, 2021.
−Removed: The following discussion provides greater detail about our second quarter segment performance.
+Added: Consolidated revenues increased $208.2 million for the three months ended September 30, 2022 compared with the same period in 2021 primarily due to higher average prices and higher volumes sold on ethanol, distillers grains, and corn oil.
+Added: Net loss increased $13.5 million and adjusted EBITDA decreased $20.8 million for the three months ended September 30, 2022, compared with the same period last year primarily due to lower ethanol crush margins, offset by the $27.7 million USDA COVID-19 relief grant received, which is excluded from adjusted EBITDA, and also higher margins on agribusiness and energy services.
+Added: Interest expense increased $0.1 million for the three months ended September 30, 2022, compared with the same period in 2021.
+Added: Income tax benefit was $1.9 million for the three months ended September 30, 2022, compared with income tax expense of $7 thousand for the same period in 2021 primarily due to a decrease in the valuation allowance recorded against deferred tax assets included in AOCI for the three months ended September 30, 2022.
+Added: The following discussion provides greater detail about our third quarter segment performance.
Ethanol Production Segment
1 unchanged sentence
Three Months Ended
+Added: September 30,
2022 2021 % Variance
6 unchanged sentences
(thousands of bushels) 75,308 62,524 20.4%
−Removed: Revenues in our ethanol production segment increased $305.9 million for the three months ended June 30, 2022, compared with the same period in 2021, primarily due to higher prices and higher volumes sold of ethanol, distillers grains and corn oil.
−Removed: Cost of goods sold for our ethanol production segment increased $311.2 million for the three months ended June 30, 2022, compared with the same period last year primarily due to higher volumes sold and corn costs.
−Removed: Operating income decreased $6.0 million for the three months ended June 30, 2022, compared with the same period in 2021 primarily due to decreased margins on ethanol production.
−Removed: Depreciation and amortization expense for the ethanol production segment was $19.1 million for the three months ended June 30, 2022, compared with $18.5 million for the same period last year.
+Added: Revenues in our ethanol production segment increased $222.7 million for the three months ended September 30, 2022 compared with the same period in 2021, primarily due to higher ethanol, distillers grains and corn oil volumes sold resulting in increased revenues of $95.7 million, $16.5 million and $11.2 million, respectively, as well as higher weighted average selling prices on ethanol and distillers grains resulting in increased revenues of $60.4 million and $29.5 million, respectively.
+Added: Revenues also increased as a result of hedging activities by $5.0 million.
+Added: Cost of goods sold in our ethanol production segment increased $246.0 million for the three months ended September 30, 2022 compared with the same period last year primarily due to higher corn volumes processed, higher weighted average corn prices and hedging activities, resulting in increased costs of $87.6 million, $60.6 million and $19.4 million, respectively, with the remainder of the increase primarily driven by higher utilities, freight and chemical costs.
+Added: Operating loss in our ethanol production segment increased $19.9 million for the three months ended September 30, 2022 compared with the same period in 2021 primarily due to decreased margins as outlined above.
+Added: Depreciation and amortization expense for the ethanol production segment was $21.6 million for the three months ended September 30, 2022, compared with $25.6 million for the same period last year.
Agribusiness and Energy Services Segment
−Removed: Revenues in our agribusiness and energy services segment decreased $15.9 million while operating income increased $11.1 million and EBITDA increased $11.0 million for the three months ended June 30, 2022, compared with the same period in 2021.
−Removed: The decrease in revenues was primarily due to a decrease in ethanol and corn oil trading volume.
−Removed: Operating income and EBITDA increased primarily as a result of higher trading margins.
+Added: Revenues in our agribusiness and energy services segment decreased $13.0 million while operating income increased $2.0 million for the three months ended September 30, 2022, compared with the same period in 2021.
+Added: The decrease in
+Added: revenues was primarily due to a decrease in ethanol and corn oil trading volume.
+Added: Operating income increased primarily as a result of higher trading margins.
Partnership Segment
−Removed: Revenues generated by our partnership segment decreased $47 thousand for the three months ended June 30, 2022, compared with the same period for 2021.
+Added: Revenues generated by our partnership segment increased $0.8 million for the three months ended September 30, 2022 compared with the same period for 2021.
Storage and throughput services revenue was consistent with the prior year.
−Removed: Railcar transportation services revenue increased $0.3 million primarily due to an increase in average volumetric capacity provided.
−Removed: Terminal services revenue decreased $0.2 million due to lower minimum volume commitments.
−Removed: Trucking and other revenue decreased $0.2 million primarily as a result of lower non-affiliate freight volume.
−Removed: Operating income and EBITDA both increased $0.2 million for the three months ended June 30, 2022 compared with the same period in 2021.
+Added: Railcar transportation services revenue increased $0.9 million primarily due to an increase in capacity provided.
+Added: Terminal services revenue decreased $0.1 million due to slightly lower throughput volumes compared to the prior year.
+Added: Trucking and other revenue was consistent with the prior year.
+Added: Operating income decreased $0.4 million for the three months ended September 30, 2022 compared with the same period in 2021.
Intersegment Eliminations
−Removed: Intersegment eliminations of revenues increased by $1.9 million for the three months ended June 30, 2022, compared with the same period in 2021 primarily due to increased intersegment marketing and services fees within the agribusiness and energy services segment as a result of higher production volumes.
+Added: Intersegment eliminations of revenues increased by $2.3 million for the three months ended September 30, 2022, compared with the same period in 2021 primarily due to increased intersegment marketing and services fees within the agribusiness and energy services segment as a result of higher production volumes as well as increased storage and throughput fees paid to the partnership segment.
Corporate Activities
−Removed: Operating income was impacted by an increase in corporate activities of $3.3 million for the three months ended June 30, 2022, compared to the same period in 2021, primarily due to increased personnel costs and professional fees during the three months ended June 30, 2022.
−Removed: We recorded income tax expense of $2.9 million for the three months ended June 30, 2022, compared with income tax benefit of $4.8 million for the same period in 2021.
−Removed: The increase in the amount of tax expense recorded for the three months ended June 30, 2022 was primarily due to an increase in the valuation allowance recorded against deferred tax assets included in AOCI, compared to a decrease of the valuation allowance recorded against deferred tax assets included in AOCI during the three months ended June 30, 2021.
−Removed: Six Months Ended June 30, 2022 Compared with the Six Months Ended June 30, 2021
+Added: Operating loss was impacted by an increase in corporate activities of $1.4 million for the three months ended September 30, 2022, compared to the same period in 2021, primarily due to increased personnel costs during the three months ended September 30, 2022.
+Added: We recorded income tax benefit of $1.9 million for the three months ended September 30, 2022, compared with income tax expense of $7 thousand for the same period in 2021.
+Added: The increase in the amount of tax benefit recorded for the three months ended September 30, 2022 was primarily due to a decrease in the valuation allowance recorded against deferred tax assets included in AOCI.
+Added: Nine Months Ended September 30, 2022 Compared with the Nine Months Ended September 30, 2021
Consolidated Results
−Removed: Consolidated revenues increased $515.8 million for the six months ended June 30, 2022, compared with the same period in 2021 primarily due to higher prices and higher sales volumes on ethanol, distillers grains and corn oil.
−Removed: Net loss increased $17.3 million and adjusted EBITDA decreased $41.3 million for the six months ended June 30, 2022, compared with the same period last year primarily due to decreased margins on ethanol production.
−Removed: Interest expense decreased $34.1 million for the six months ended June 30, 2022, compared with the same period in 2021 primarily due to the loss upon extinguishment of convertible notes of $31.6 million for the six months ended June 30, 2021.
−Removed: Income tax expense was $1.7 million for the six months ended June 30, 2022, compared with income tax benefit of $2.9 million for the same period in 2021 primarily due to the increase of a valuation allowance recorded against increases in deferred tax assets included in AOCI for the six months ended June 30, 2022, compared to a decrease of the valuation allowance recorded against decreases in deferred tax assets included in AOCI during the six months ended June 30, 2021.
+Added: Consolidated revenues increased $724.0 million for the nine months ended September 30, 2022, compared with the same period in 2021 primarily due to higher average prices and higher sales volumes on ethanol, distillers grains and corn oil.
+Added: Net loss increased $30.8 million and adjusted EBITDA decreased $62.0 million for the nine months ended September 30, 2022 compared with the same period last year primarily due to decreased margins on ethanol production.
+Added: Interest expense decreased $34.0 million for the nine months ended September 30, 2022 compared with the same period in 2021 primarily due to the loss upon extinguishment of convertible notes of $31.6 million for the nine months ended September 30, 2021.
+Added: Income tax benefit was $0.1 million for the nine months ended September 30, 2022, compared with income tax benefit of $2.9 million for the same period in 2021 primarily due to a decrease in the valuation allowance recorded against increases in deferred tax assets included in AOCI for both the nine months ended September 30, 2022 and the nine months ended September 30, 2021.
The following discussion provides greater detail about our year-to-date segment performance.
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Key operating data for our ethanol production segment is as follows:
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
2022 2021 % Variance
6 unchanged sentences
(thousands of bushels) 223,830 189,544 18.1%
−Removed: Revenues in our ethanol production segment increased $519.7 million for the six months ended June 30, 2022, compared with the same period in 2021, primarily due to higher prices and higher volumes sold of ethanol, distillers grains and corn oil.
−Removed: Cost of goods sold for our ethanol production segment increased $557.2 million for the six months ended June 30, 2022, compared with the same period last year primarily due to higher corn prices and volumes sold.
−Removed: Operating loss increased $36.9 million and EBITDA decreased $8.3 million for the six months ended June 30, 2022 compared with the same period in 2021 primarily due to decreased margins on ethanol production.
−Removed: Depreciation and amortization expense for the ethanol production segment was $37.5 million for the six months ended June 30, 2022, compared with $37.0 million for the same period last year.
+Added: Revenues in our ethanol production segment increased $742.4 million for the nine months ended September 30, 2022 compared with the same period in 2021, primarily due to higher average selling prices on ethanol, distillers grains and corn oil resulting in increased revenues of $278.1 million, $59.1 million and $42.5 million, respectively, and higher ethanol, distillers grains and corn oil volumes sold resulting in increased revenues of $217.8 million, $45.3 million and $22.8 million, respectively.
+Added: Revenues also increased as a result of hedging activities by $79.5 million .
+Added: Cost of goods sold in our ethanol production segment increased $803.2 million for the nine months ended September 30, 2022 compared with the same period last year primarily due to higher weighted average corn prices, higher corn volumes processed and hedging activities, resulting in increased costs of $277.3 million, $206.4 million and $133.7 million, respectively, with the remainder of the increase primarily driven by higher utilities, freight and chemical costs .
+Added: Operating loss increased $56.8 million for the nine months ended September 30, 2022 compared with the same period in 2021 primarily due to decreased margins on ethanol production as outlined above.
+Added: Depreciation and amortization expense for the ethanol production segment was $59.1 million for the nine months ended September 30, 2022, compared with $62.7 million for the same period last year.
Agribusiness and Energy Services Segment
−Removed: Revenues in our agribusiness and energy services segment decreased $1.2 million while operating income increased
−Removed: $8.2 million and EBITDA increased $7.8 million for the six months ended June 30, 2022, compared with the same period in 2021.
+Added: Revenues in our agribusiness and energy services segment decreased $14.2 million while operating income increased $10.2 million for the nine months ended September 30, 2022, compared with the same period in 2021.
The decrease in revenues was primarily due to a decrease in ethanol and corn oil trading volume.
−Removed: Operating income and EBITDA increased primarily as a result of higher trading margins.
+Added: Operating income increased primarily as a result of higher trading margins.
Partnership Segment
−Removed: Revenues generated by our partnership segment decreased $1.4 million for the six months ended June 30, 2022, compared with the same period for 2021.
+Added: Revenues generated by our partnership segment decreased $0.5 million for the nine months ended September 30, 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.
−Removed: Railcar transportation services revenue decreased $0.1 million primarily due to slightly lower capacity fees.
−Removed: Terminal services revenue decreased $0.1 million due to lower minimum volume commitments.
+Added: Railcar transportation services revenue increased $0.9 million primarily due to an increase in capacity provided and higher fees charged on the volumetric capacity.
+Added: Terminal services revenue decreased $0.3 million due to lower minimum volume commitment fees earned.
Trucking and other revenue decreased $0.4 million primarily as a result of lower non-affiliate freight volume.
−Removed: Operating income decreased $0.9 million and EBITDA decreased $0.8 million for the six months ended June 30, 2022, compared with the same period in 2021.
+Added: Operating income decreased $1.3 million for the nine months ended September 30, 2022, compared with the same period in 2021.
Intersegment Eliminations
−Removed: Intersegment eliminations of revenues increased by $1.4 million for the six months ended June 30, 2022, compared with the same period in 2021 primarily due to increased intersegment marketing and service fees within the agribusiness and energy services segment as a result of higher production volumes.
+Added: Intersegment eliminations of revenues increased by $3.7 million for the nine months ended September 30, 2022, compared with the same period in 2021 primarily due to increased intersegment marketing and service fees within the
+Added: agribusiness and energy services segment as a result of higher production volumes.
Corporate Activities
−Removed: Operating income was impacted by an increase in corporate activities of $49.3 million for the six months ended June 30, 2022, compared to the same period in 2021, primarily due to the $33.1 million gain on sale of assets recorded in the same period last year and the $3.8 million loss on sale of assets in 2021, as well as increased personnel costs and professional fees during the six months ended June 30, 2022.
−Removed: We recorded income tax expense of $1.7 million for the six months ended June 30, 2022, compared with income tax benefit of $2.9 million for the same period in 2021 primarily due to the increase of a valuation allowance recorded against increases in deferred tax assets included in AOCI for the six months ended June 30, 2022, compared to a decrease of the valuation allowance recorded against decreases in deferred tax assets included in AOCI during the six months ended June 30, 2021.
+Added: Operating loss was impacted by an increase in corporate activities of $50.7 million for the nine months ended September 30, 2022 compared to the same period in 2021, primarily due to the $31.2 million net gain on sale of assets recorded in the same period last year, as well as increased personnel costs, professional fees and memberships, and travel costs during the nine months ended September 30, 2022.
+Added: We recorded income tax benefit of $0.1 million for the nine months ended September 30, 2022, compared with income tax benefit of $2.9 million for the same period in 2021 primarily due to a decrease in the valuation allowance recorded against deferred tax assets included in AOCI for both the nine months ended September 30, 2022 and the nine months ended September 30, 2021.
Liquidity and Capital Resources
4 unchanged sentences
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.
−Removed: On June 30, 2022, we had $508.2 million in cash and equivalents, excluding restricted cash.
−Removed: Additionally, we had $71.1 million in restricted cash and $25.0 million in marketable securities at June 30, 2022.
+Added: On September 30, 2022, we had $420.8 million in cash and equivalents, excluding restricted cash.
+Added: Additionally, we had $66.6 million in restricted cash and $25.0 million in marketable securities at September 30, 2022.
We also had $155.0 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.
−Removed: At June 30, 2022, our subsidiaries had approximately $109.6 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.
−Removed: Net cash used in operating activities was $106.6 million for the six months ended June 30, 2022, compared with net cash used in operating activities of $30.2 million for the same period in 2021.
−Removed: Operating activities compared to the prior year were primarily affected by a higher net loss as well as increases in inventory of approximately $31.3 million primarily due to higher trade and ethanol inventory as a result of higher production volumes when compared to the same period of the prior year.
−Removed: Net cash used by investing activities was $35.3 million for the six months ended June 30, 2022, compared with net cash provided by investing activities of $9.9 million for the same period in 2021.
−Removed: Investing activities compared to the prior year were primarily affected by the purchases of fixed assets offset by proceeds from the sale of marketable
−Removed: securities during the first quarter of 2022.
−Removed: Net cash provided by financing activities was $160.3 million for the six months ended June 30, 2022, compared with net cash provided by financing activities of $360.8 million for the same period in 2021, primarily due to proceeds from the issuance of common stock and debt offerings during the same period in 2021.
+Added: At September 30, 2022, our subsidiaries had approximately $115.4 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.
+Added: Net cash used in operating activities was $34.5 million for the nine months ended September 30, 2022, compared with net cash used in operating activities of $27.9 million for the same period in 2021.
+Added: Net cash used in operating activities compared to the prior ye ar were primarily affected by a higher net loss as well as increases in cash used related to derivative financial instruments, offset by decreases in cash used related to accounts receivable and a decrease related to the gain on sale of assets when compared to the same period of the prior year.
+Added: Net cash used in investing activities was $90.3 million for the nine months ended September 30, 2022, compared with net cash used in investing activities of $43.5 million for the same period in 2021.
+Added: Investing activities compared to the prior year were primarily affected by the increased purchases of fixed assets, offset by proceeds from the sale of marketable securities during the first quarter of 2022.
+Added: Net cash provided by financing activities was $51.2 million for the nine months ended September 30, 2022, compared with net cash provided by financing activities of $517.4 million for the same period in 2021, primarily due to proceeds from the issuance of common stock and debt offerings and proceeds during the same period in 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.
−Removed: We paid capital expenditures of approximately $128.3 million during the six months ended June 30, 2022, primarily for Ultra High-Protein expansion projects at various facilities and for various maintenance projects.
+Added: We had capital expenditures of approximately $183.2 million during the nine months ended September 30, 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 $70.0 million and $100.0 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.
2 unchanged sentences
Sudden changes in commodity prices may require cash deposits with brokers for margin calls or significant liquidity with little advanced notice to meet margin calls, depending on our open derivative positions.
−Removed: We continuously monitor our exposure to margin calls and believe we will continue to maintain adequate liquidity to cover margin calls from our operating results and borrowings.
+Added: continuously monitor our exposure to margin calls and believe we will continue to maintain adequate liquidity to cover margin calls from our operating results and borrowings.
For each calendar quarter commencing with the quarter ended September 30, 2015, the partnership agreement requires the partnership to distribute all available cash, as defined, to its partners, including us, within 45 days after the end of each calendar quarter.
4 unchanged sentences
The program may be suspended, modified or discontinued at any time without prior notice.
−Removed: We did not repurchase any shares during the second quarter of 2022.
+Added: We did not repurchase any shares during the third quarter of 2022.
To date, we have repurchased 7,396,936 of common stock for approximately $92.8 million under the program.
−Removed: On May 25, 2022, the Company gave notice calling for the redemption of all its outstanding 4.00% convertible notes, totaling an aggregate principal amount of $64.0 million.
−Removed: The conversion rate was 66.4178 shares of common stock per $1,000 of principal.
−Removed: From July 1, 2022 through July 8, 2022, the remaining $64.0 million of the 4.00% convertible notes were converted into shares of common stock and were retired effective July 8, 2022.
We believe we have sufficient working capital for our existing operations.
1 unchanged sentence
We may sell additional assets or equity or borrow capital to improve or preserve our liquidity, expand our business or acquire businesses.
−Removed: We cannot provide assurance that we will be able to secure funding necessary for additional working capital or these projects at reasonable terms, if at all.
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.
−Removed: We were in compliance with our debt covenants at June 30, 2022.
+Added: We were in compliance with our debt covenants at September 30, 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.
1 unchanged sentence
In the event a subsidiary is unable to comply with its debt covenants, the subsidiary’s lenders may determine that an event of default has occurred, and following notice, the lenders may terminate the commitment and declare the unpaid balance due and payable.
−Removed: As outlined in Note 8 - Debt , we use LIBOR as a reference rate for our Green Plain Partners term loan and our inventory financing agreement with Macquarie.
+Added: As outlined in Note 8 - Debt , we use LIBOR as a reference rate for our Green Plain Partners term loan.
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.
14 unchanged sentences
We may settle the 2.25% notes in cash, common stock or a combination of cash and common stock.
−Removed: At June 30, 2022, the outstanding principal balance on the 2.25% notes was $230.0 million.
+Added: At September 30, 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.
−Removed: 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.
−Removed: 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.
−Removed: The conversion rate will be subject to adjustment upon the occurrence of certain events, including but not limited to;
−Removed: the event of a stock dividend or stock split;
−Removed: the issuance of additional rights, options and warrants;
−Removed: the event of a cash dividend or distribution;
−Removed: or a tender or exchange offering.
−Removed: In addition, we may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including our calling the 4.00% notes for redemption.
−Removed: We may settle the 4.00% notes in cash, common stock or a combination of cash and common stock.
+Added: The 4.00% notes were senior, unsecured obligations, with interest payable on January 1 and July 1 of each year, beginning January 1,
+Added: 2020, at a rate of 4.00% per annum.
+Added: The initial conversion rate was 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.
+Added: The final conversion rate was increased to 66.4178 in connection with the company's calling the 4.00% notes for redemption on May 25, 2022.
In May 2021, we entered into a privately negotiated agreement with certain noteholders of the company’s 4.00% notes.
1 unchanged sentence
Common stock held as treasury shares were exchanged for the 4.00% notes.
−Removed: At March 31, 2022, the outstanding principal balance on the 4.00% notes was $64.0 million.
−Removed: On May 25, 2022, we gave notice calling for the redemption of all our outstanding 4.00% convertible notes, totaling an aggregate principal amount of $64.0 million.
+Added: On May 25, 2022, we gave notice calling for the redemption of all our outstanding 4.00% notes, totaling an aggregate principal amount of $64.0 million.
The conversion rate was 66.4178 shares of common stock per $1,000 of principal.
−Removed: From July 1, 2022 through July 8, 2022, the remaining $64.0 million of the 4.00% convertible notes were converted into approximately 4.3 million shares of common stock and were retired effective July 8, 2022.
−Removed: 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.
−Removed: The notes are convertible at the Holder’s option.
−Removed: 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.
−Removed: The conversion rate will be subject to adjustment upon the occurrence of certain events, including but not limited to;
−Removed: the event of a stock dividend or stock split;
−Removed: the issuance of additional rights, options and warrants;
−Removed: the event of a cash dividend or distribution;
−Removed: or a tender or exchange offering.
−Removed: 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.
−Removed: At June 30, 2022, the outstanding principal balance on the 4.125% notes was $34.3 million.
−Removed: We anticipate we will settle the 4.125% notes in a combination of cash and common stock.
+Added: From July 1, 2022 through July 8, 2022, the remaining $64.0 million of the 4.00% notes were converted into approximately 4.3 million shares of common stock and were retired effective July 8, 2022.
+Added: In August 2016, we issued $170.0 million of 4.125% convertible senior notes due in 2022, or 4.125% notes, which were senior, unsecured obligations with interest payable on March 1 and September 1 of each year.
+Added: The notes were convertible at the Holder’s option.
+Added: The initial conversion rate was 35.7143 shares of common stock per $1,000 of principal which is equal to a conversion price of approximately $28.00 per share.
+Added: 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 the 4.125% notes due 2022, in privately negotiated transactions.
+Added: During August 2022, the company entered into four privately negotiated exchange agreements with certain noteholders of the 4.125% notes to exchange approximately $32.6 million aggregate principal amount for approximately 1.2 million shares of the company's common stock.
+Added: Additionally, on September 1, 2022, approximately $1.7 million aggregate principal amount were settled through a combination of $1.7 million in cash and approximately 15 thousand shares of the company's common stock.
+Added: Pursuant to the guidance within ASC 470, Debt , the company recorded the exchanges as a conversion and recorded a loss of $419 thousand, which was recorded as a charge to interest expense in the consolidated financial statements during the three months ended September 30, 2022.
+Added: Additionally, on September 1, 2022, the remaining $23 thousand aggregate principal amount and accrued interest were settled in cash.
+Added: The 4.125% notes were retired effective September 1, 2022.
Agribusiness and Energy Services Segment
−Removed: 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.
+Added: Green Plains Finance Company, Green Plains Grain and Green Plains Trade have 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.
1 unchanged sentence
The unused portion of the Facility is also subject to a commitment fee of 0.275% to 0.375%, dependent on undrawn availability.
−Removed: At June 30, 2022, the outstanding principal balance was $280.0 million on the facility and the interest rate was 4.69%.
−Removed: Green Plains Grain has entered into a $50.0 million short-term inventory financing agreement with a financial institution.
−Removed: The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory.
−Removed: This agreement is subject to negotiated variable interest rates, which equaled 4.66% as of June 30, 2022.
−Removed: The company had $17.5 million short-term notes payable related to the inventory financing agreement as of June 30, 2022.
+Added: At September 30, 2022, the outstanding principal balance was $195.0 million on the facility and the interest rate was 6.11%.
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 SOFR plus 1.75%.
−Removed: At June 30, 2022, the outstanding principal balance was $10.9 million on the facility and the interest rate was 3.25%.
+Added: At September 30, 2022, the outstanding principal balance was $11.1 million on the facility and the interest rate was 4.73%.
+Added: Green Plains Grain has a short-term inventory financing agreement with a financial institution.
+Added: The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory.
+Added: The agreement is subject to negotiated variable interest rates.
+Added: The company had no outstanding short-term notes payable related to the inventory financing agreement as of September 30, 2022.
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.
−Removed: At June 30, 2022, the outstanding principal balance was $125.0 million on the loan and the interest rate was 11.75%.
+Added: At September 30, 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.
−Removed: At June 30, 2022, the outstanding principal balance was $75.0 million on the loan and the interest rate was 5.02%.
+Added: At September 30, 2022, the outstanding principal balance was $75.0 million on the loan and the interest rate was 5.02%.
We also have small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.
8 unchanged sentences
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.
−Removed: As of June 30, 2022, the term loan had a balance of $59.0 million and an interest rate of 9.83%.
+Added: As of September 30, 2022, the term loan had a balance of $59.0 million and an interest rate of 11.19%.
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.
−Removed: Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of June 30, 2022 totaled $78.7 million.
−Removed: As of June 30, 2022, we had contracted future purchases of grain, natural gas, and distillers grains valued at approximately $511.9 million and future commitments
−Removed: for storage and transportation valued at approximatel y $25.6 million.
+Added: Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of September 30, 2022 totaled $75.1 million.
+Added: As of September 30, 2022, we had contracted future purchases of grain, natural gas, and distillers grains valued at approximately $366.0 million and future commitments for storage and transportation valued at approximately $27.8 million.
Refer to Note 13 – Commitments and Contingencies included in the notes to consolidated financial statements for more information.
Critical Accounting Policies and Estimates
−Removed: Key accounting policies, including those relating to revenue recognition, 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.
+Added: Critical accounting policies, including those relating to 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.
Information about our critical accounting policies and estimates are included in our annual report on Form 10-K for the year ended December 31, 2021.
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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.