1 unchanged sentence
GREEN PLAINS INC.
−Removed: AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
−Removed: September 30,
2023 December 31,
2 unchanged sentences
Restricted cash 54,139 55,615
−Removed: Marketable securities 24,989 124,859
Accounts receivable, net of allowances of $ 336 and $ 429 , respectively
31 unchanged sentences
Accumulated other comprehensive loss ( 37,678 ) ( 26,591 )
−Removed: Treasury stock, 2,805,059 and 8,244,456 shares, respectively
+Added: Treasury stock, 2,805,059 shares
( 31,174 ) ( 31,174 )
5 unchanged sentences
GREEN PLAINS INC.
−Removed: AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
1 unchanged sentence
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
−Removed: Product revenues $ 946,852 $ 745,240 $ 2,733,477 $ 2,019,006
−Removed: Service revenues 8,125 1,551 15,329 5,843
−Removed: Total revenues 954,977 746,791 2,748,806 2,024,849
+Added: Revenues $ 832,949 $ 781,435
Costs and expenses
2 unchanged sentences
Selling, general and administrative expenses 31,845 30,863
−Removed: Loss (gain) on sale of assets, net — 1,823 — ( 31,245 )
Depreciation and amortization expenses 25,386 20,399
Total costs and expenses 889,489 829,337
−Removed: Operating income (loss) ( 61,880 ) ( 44,675 ) ( 75,941 ) 17,705
+Added: Operating loss ( 56,540 ) ( 47,902 )
Other income (expense)
2 unchanged sentences
Other, net 189 411
−Removed: Total other income (expense) ( 7,995 ) ( 9,903 ) 4,852 ( 61,409 )
+Added: Total other expense ( 6,384 ) ( 8,324 )
Loss before income taxes and income (loss) from equity method investees ( 62,924 ) ( 56,226 )
10 unchanged sentences
GREEN PLAINS INC.
−Removed: AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
1 unchanged sentence
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Net loss $ ( 66,249 ) $ ( 55,872 )
Other comprehensive income, net of tax
−Removed: Unrealized gains on derivatives arising during the period, net of tax expense of ($ 2,494 ), ($ 171 ), ($ 836 ) and ($ 260 ), respectively
+Added: Unrealized gains (losses) on derivatives arising during the period, net of tax benefit (expense) of $ 4,023 and ($ 1,921 ), respectively
( 12,788 ) 5,386
1 unchanged sentence
1,701 ( 1,965 )
−Removed: Total other comprehensive income, net of tax 6,078 344 1,479 3,210
+Added: Total other comprehensive income (loss), net of tax ( 11,087 ) 3,421
Comprehensive loss ( 77,336 ) ( 52,451 )
3 unchanged sentences
GREEN PLAINS INC.
−Removed: AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended
Cash flows from operating activities
2 unchanged sentences
Depreciation and amortization 25,386 20,399
−Removed: Amortization of debt issuance costs 3,214 6,957
−Removed: Gain on sale of assets, net — ( 31,245 )
−Removed: Inventory lower of cost or net realizable value adjustment 11,177 —
−Removed: Loss on extinguishment of debt 419 32,645
−Removed: Deferred income taxes ( 477 ) ( 3,008 )
+Added: Amortization of debt issuance costs and non-cash interest expense 717 1,846
+Added: Deferred income tax expense (benefit) 3,491 ( 1,219 )
Stock-based compensation 2,828 1,875
1 unchanged sentence
Other 1,625 ( 442 )
−Removed: Changes in operating assets and liabilities before effects of business combinations and dispositions:
+Added: Changes in operating assets and liabilities
Accounts receivable 2,064 ( 22,783 )
8 unchanged sentences
Purchases of property and equipment, net ( 32,591 ) ( 61,984 )
−Removed: Proceeds from the sale of assets — 87,217
Proceeds from the sale of marketable securities — 99,917
−Removed: Other investing activities ( 6,976 ) ( 7,000 )
−Removed: Net cash used in investing activities ( 90,284 ) ( 43,470 )
+Added: Investment in equity method investees, net ( 2,829 ) —
+Added: Net cash provided by (used in) investing activities ( 35,420 ) 37,933
Cash flows from financing activities
3 unchanged sentences
Payments on short-term borrowings ( 285,231 ) ( 939,647 )
−Removed: Payments on extinguishment of convertible debt ( 1,766 ) ( 20,861 )
−Removed: Payments of cash distributions ( 16,498 ) ( 4,187 )
−Removed: Proceeds from issuance of common stock, net — 356,011
+Added: Payments of dividends and distributions ( 5,305 ) ( 5,122 )
Payments of loan fees — ( 2,522 )
Payments related to tax withholdings for stock-based compensation ( 8,402 ) ( 3,738 )
−Removed: Other financing activities ( 1,424 ) 3,330
Net cash provided by financing activities 60,455 167,913
−Removed: Net change in cash, cash equivalents and restricted cash ( 73,511 ) 446,085
−Removed: Cash, cash equivalents and restricted cash, beginning of period 560,959 274,810
−Removed: Cash, cash equivalents and restricted cash, end of period $ 487,448 $ 720,895
+Added: Net change in cash and cash equivalents, and restricted cash ( 91,933 ) 43,306
+Added: Cash and cash equivalents, and restricted cash, beginning of period 500,276 560,959
+Added: Cash and cash equivalents, and restricted cash, end of period $ 408,343 $ 604,265
Continued on the following page
GREEN PLAINS INC.
−Removed: AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
1 unchanged sentence
Continued from the previous page
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: Reconciliation of total cash, cash equivalents and restricted cash:
+Added: Three Months Ended
+Added: Reconciliation of total cash and cash equivalents, and restricted cash
Cash and cash equivalents $ 354,204 $ 509,195
Restricted cash 54,139 95,070
−Removed: Total cash, cash equivalents and restricted cash $ 487,448 $ 720,895
−Removed: Non-cash financing activities:
−Removed: Exchange of 4.00 % convertible notes due 2024 for shares of common stock held in treasury stock
−Removed: $ 64,000 $ 51,000
−Removed: Exchange of 4.125 % convertible notes due 2022 for shares of common stock held in treasury stock
−Removed: Supplemental investing activities:
−Removed: Assets disposed of in sale $ — $ 54,626
−Removed: liabilities relinquished — ( 3,706 )
−Removed: Net assets disposed $ — $ 50,920
+Added: Total cash and cash equivalents, and restricted cash $ 408,343 $ 604,265
Supplemental disclosures of cash flow
−Removed: Cash paid for income taxes, net $ 381 $ 1,336
+Added: Cash refunded for income taxes, net $ ( 189 ) $ ( 198 )
Cash paid for interest $ 10,093 $ 10,212
Capital expenditures in accounts payable $ 5,481 $ 14,620
−Removed: Cash premium paid for extinguishment of convertible notes $ — $ 20,861
See accompanying notes to the consolidated financial statements.
GREEN PLAINS INC.
−Removed: AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5 unchanged sentences
Unconsolidated entities are included in the financial statements on an equity basis.
−Removed: As of September 30, 2022, the company owns a 48.8 % limited partner interest and a 2.0 % general partner interest in Green Plains Partners LP.
+Added: As of March 31, 2023, the company owns a 48.8 % limited partner interest and a 2.0 % general partner interest in Green Plains Partners LP.
Public investors own the remaining 49.2 % limited partner interest in the partnership.
4 unchanged sentences
The assets of the partnership cannot be used by the company for general corporate purposes.
−Removed: The partnership’s consolidated total assets as of September 30, 2022 and December 31, 2021, excluding intercompany balances, are $ 95.4 million and $ 100.3 million, respectively, and primarily consist of cash and cash equivalents, property and equipment, operating lease right-of-use assets and goodwill.
−Removed: The partnership’s consolidated total liabilities as of September 30, 2022 and December 31, 2021, excluding intercompany balances, are $ 109.7 million and $ 111.4 million, respectively, which primarily consist of long-term debt as discussed in Note 8 – Debt and operating lease liabilities.
+Added: The partnership’s consolidated total assets as of March 31, 2023 and December 31, 2022, excluding intercompany balances, are $ 120.7 million and $ 108.7 million, respectively, and primarily consist of cash and cash equivalents, property and equipment, operating lease right-of-use assets and goodwill.
+Added: The partnership’s consolidated total liabilities as of March 31, 2023 and December 31, 2022, excluding intercompany balances, are $ 137.2 million and $ 119.5 million, respectively, which primarily consist of long-term debt as discussed in Note 7 – Debt and operating lease liabilities.
The liabilities recognized as a result of consolidating the partnership do not represent additional claims on the company’s general assets.
1 unchanged sentence
The accompanying unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X.
−Removed: Because they do not include all of the information and notes required by GAAP, the consolidated financial statements should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 18, 2022.
+Added: Because they do not include all of the information and footnotes required by GAAP for complete financial statements, the unaudited consolidated financial statements should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 10, 2023.
The unaudited financial information reflects adjustments, which are, in the opinion of management, necessary for a fair presentation of results of operations, financial position and cash flows for the periods presented.
5 unchanged sentences
Actual results could differ from those estimates.
−Removed: Key accounting policies, including but not limited to 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.
+Added: Certain accounting policies, including but not limited to those relating to impairment of goodwill, derivative financial instruments, and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements.
Description of Business
−Removed: The company operates within three operating segments:
−Removed: (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 and (3) partnership, which includes fuel storage and transportation services.
+Added: Th e company operates within three operating segments:
+Added: (1) ethanol production, which includes the production of ethanol, distillers grains, Ultra-High Protein, and renewable 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, renewable corn oil, natural gas and other commodities and (3) partnership, which includes fuel storage and transportation services.
Cash and Cash Equivalents
1 unchanged sentence
Restricted Cash
−Removed: The company has restricted cash, which can only be used for funding letters of credit, for payment towards a credit agreement, or for capital expenditures as specified in certain credit facility agreements.
+Added: The company has restricted cash, which can only be used for funding letters of credit and for payment towards a credit agreement.
Restricted cash also includes cash margins and securities pledged to commodity exchange clearinghouses and at times, funds in escrow related to acquisition and disposition activities.
7 unchanged sentences
Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue.
−Removed: Sales of ethanol, distillers grains, corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied.
+Added: Sales of ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied.
Generally, this occurs with the transfer of control of products or services.
8 unchanged sentences
Revenues related to grain merchandising are presented gross and include shipping and handling, which is also a component of cost of goods sold.
−Removed: Revenues from grain storage are recognized over time as the services are rendered.
A substantial portion of the partnership revenues are derived from fixed-fee commercial agreements for storage, terminal or transportation services.
6 unchanged sentences
Cost of Goods Sold
−Removed: Cost of goods sold includes direct labor, materials, shipping and plant overhead costs.
−Removed: Direct labor includes all compensation and related benefits of non-management personnel involved in ethanol production.
−Removed: Grain purchasing and receiving costs, excluding labor costs for grain buyers and scale operators, are also included in cost of goods sold.
+Added: Cost of goods sold includes materials, direct labor, shipping and plant overhead costs.
Materials include the cost of corn feedstock, denaturant, and process chemicals.
−Removed: Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss.
−Removed: Plant overhead consists primarily of plant utilities, repairs and maintenance and outbound freight charges.
+Added: Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss.
+Added: Direct labor includes all compensation and related benefits of non-management personnel involved in ethanol production.
Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold.
−Removed: The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, corn oil, grain and natural gas.
+Added: Plant overhead consists primarily of plant utilities, repairs and maintenance and outbound freight charges.
+Added: The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, renewable corn oil, grain and natural gas.
Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash.
The company is exposed to loss when counterparties default on forward purchase and sale contracts.
−Removed: Forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for basis differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract is based.
+Added: Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for basis differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract is based.
Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold.
12 unchanged sentences
The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments.
−Removed: The company evaluates its physical delivery contracts to determine if they qualify for normal purchase or sale exemptions which are expected to be used or sold over a reasonable period in the normal course of business.
−Removed: Contracts that do not meet the normal purchase or sale criteria are recorded at fair value.
+Added: Forward contracts are recorded at fair value unless the contracts qualify for, and the company elects, normal purchase or sale exceptions.
Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment.
2 unchanged sentences
Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized and the physical transaction is completed.
−Removed: When it becomes
−Removed: probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings.
+Added: When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings.
These derivative financial instruments are recognized in current assets or current liabilities at fair value.
5 unchanged sentences
Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative.
−Removed: Recent Accounting Pronouncements
−Removed: In March 2020, the FASB issued amended guidance in ASC 848, Reference Rate Reform, and a subsequent update in January 2021 and October 2022, which provides optional expedients and exceptions to U.S.
−Removed: GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates.
−Removed: The expedients and exceptions provided by the amended guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship.
−Removed: The guidance is effective upon issuance and to be applied prospectively from any date beginning March 12, 2020, through December 31, 2024.
−Removed: The company does not expect the amended guidance to have a material impact on its hedging relationships nor a material impact on the company's consolidated financial statements.
Revenue by Source
The following tables disaggregate revenue by major source (in thousands):
−Removed: Three Months Ended September 30, 2022
−Removed: Ethanol Production Agribusiness & Energy
−Removed: Services Partnership Eliminations Total
−Removed: Revenues from contracts with customers under ASC 606:
−Removed: Ethanol $ — $ — $ — $ — $ —
−Removed: Distillers grains 3,219 — — — 3,219
−Removed: Corn oil — — — — —
−Removed: Service revenues 7,089 — 1,036 — 8,125
−Removed: Other 258 2,211 — — 2,469
−Removed: Intersegment revenues — — 1,850 ( 1,850 ) —
−Removed: Total revenues from contracts with customers 10,566 2,211 2,886 ( 1,850 ) 13,813
−Removed: Revenues from contracts accounted for as derivatives under ASC 815 (1) :
−Removed: Ethanol 619,665 127,344 — — 747,009
−Removed: Distillers grains 123,892 11,330 — — 135,222
−Removed: Corn oil 47,668 — — — 47,668
−Removed: Other 9,224 2,041 — — 11,265
−Removed: Intersegment revenues — 6,836 — ( 6,836 ) —
−Removed: Total revenues from contracts accounted for as derivatives 800,449 147,551 — ( 6,836 ) 941,164
−Removed: Leasing revenues under ASC 842 (2) :
−Removed: — — 17,180 ( 17,180 ) —
−Removed: Total Revenues $ 811,015 $ 149,762 $ 20,066 $ ( 25,866 ) $ 954,977
−Removed: Nine Months Ended September 30, 2022
−Removed: Ethanol Production Agribusiness & Energy
−Removed: Services Partnership Eliminations Total
−Removed: Revenues from contracts with customers under ASC 606:
−Removed: Ethanol $ — $ — $ — $ — $ —
−Removed: Distillers grains 19,982 — — — 19,982
−Removed: Corn oil — — — — —
−Removed: Service revenues 12,376 — 2,953 — 15,329
−Removed: Other 15,608 5,160 — — 20,768
−Removed: Intersegment revenues — 234 5,788 ( 6,022 ) —
−Removed: Total revenues from contracts with customers 47,966 5,394 8,741 ( 6,022 ) 56,079
−Removed: Revenues from contracts accounted for as derivatives under ASC 815 (1) :
−Removed: Ethanol 1,736,228 361,036 — — 2,097,264
−Removed: Distillers grains 365,839 34,629 — — 400,468
−Removed: Corn oil 140,513 3,957 — — 144,470
−Removed: Other 19,188 31,337 — — 50,525
−Removed: Intersegment revenues — 19,680 — ( 19,680 ) —
−Removed: Total revenues from contracts accounted for as derivatives 2,261,768 450,639 — ( 19,680 ) 2,692,727
−Removed: Leasing revenues under ASC 842 (2) :
−Removed: — — 50,079 ( 50,079 ) —
−Removed: Total Revenues $ 2,309,734 $ 456,033 $ 58,820 $ ( 75,781 ) $ 2,748,806
−Removed: Three Months Ended September 30, 2021
+Added: Three Months Ended March 31, 2023
Ethanol Production Agribusiness & Energy
3 unchanged sentences
Distillers grains 25,010 52 — — 25,062
−Removed: Corn oil — — — — —
−Removed: Service revenues 520 — 1,019 — 1,539
+Added: Renewable corn oil — — — — —
Other 8,467 8,450 1,119 — 18,036
4 unchanged sentences
Distillers grains 111,925 11,311 — — 123,236
−Removed: Corn oil 35,363 11,222 — — 46,585
−Removed: Grain — 13,505 — — 13,505
+Added: Renewable corn oil 44,296 716 — — 45,012
Other 7,609 27,168 — — 34,777
4 unchanged sentences
Total Revenues $ 695,494 $ 142,386 $ 20,775 $ ( 25,706 ) $ 832,949
−Removed: Nine Months Ended September 30, 2021
+Added: Three Months Ended March 31, 2022
Ethanol Production Agribusiness & Energy
3 unchanged sentences
Distillers grains 7,362 — — — 7,362
−Removed: Corn oil — — — — —
−Removed: Service revenues 2,545 — 3,235 — 5,780
+Added: Renewable corn oil — — — — —
Other 13,361 1,288 1,005 — 15,654
4 unchanged sentences
Distillers grains 98,512 15,126 — — 113,638
−Removed: Corn oil 75,252 23,808 — — 99,060
−Removed: Grain — 36,473 — — 36,473
+Added: Renewable corn oil 40,889 2,406 — — 43,295
Other 5,507 28,397 — — 33,904
6 unchanged sentences
(2) Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are accounted for under ASC 842, Leases .
−Removed: Major Customers
−Removed: Revenues from Customer A represented 14 % and 13 % of total revenues for the three and nine months ended September 30, 2022, respectively, recorded within the ethanol production segment.
−Removed: No single customer’s revenue was over 10% of total revenues for the three and nine months ended September 30, 2021.
−Removed: Disposition of Ord Ethanol Plant
−Removed: On March 22, 2021, the company completed the sale of the plant located in Ord, Nebraska and certain related assets, to GreenAmerica Biofuels Ord LLC (the “Ord Transaction”) for a sale price of $ 64.0 million, plus working capital of $ 9.8 million.
−Removed: Correspondingly, the company entered into a separate asset purchase agreement with the Partnership to acquire the storage assets and assign the rail transportation assets to be disposed of in the Ord Transaction for $ 27.5 million, which was used to pay down a portion of the partnership’s credit facility.
−Removed: The divested assets were reported within the company’s ethanol production, agribusiness and energy services and partnership segments.
−Removed: The company recorded a pretax gain on the sale of the Ord plant of $ 35.9 million within corporate activities during the nine months ended September 30, 2021.
+Added: Major Customer
+Added: Revenues from Customer A represented 14 % of total revenues for the three months ended March 31, 2023, recorded within the ethanol production segment.
+Added: No single customer’s revenue was over 10% of total revenues for the three months ended March 31, 2022.
FAIR VALUE DISCLOSURES
2 unchanged sentences
Level 2 – directly or indirectly observable inputs such as quoted prices for similar assets or liabilities in active markets other than quoted prices included within Level 1, quoted prices for identical or similar assets in markets that are not active, and other inputs that are observable or can be substantially corroborated by observable market data through correlation or other means.
−Removed: Grain purchase and sale contracts in the agribusiness and energy services segment are valued at nearby futures values, plus or minus nearby basis values, which represent differences in local markets, including transportation or commodity quality or grade differences.
+Added: Grain inventories held for sale in the agribusiness and energy services segment as well as forward commodity purchase and sale contracts are valued at nearby futures values, plus or minus nearby basis values, which represent differences in local markets, including transportation or commodity quality or grade differences.
Level 3 – unobservable inputs that are supported by little or no market activity and comprise a significant component of the fair value of the assets or liabilities.
5 unchanged sentences
The company’s assets and liabilities by level are as follows (in thousands):
−Removed: Fair Value Measurements at September 30, 2022
+Added: Fair Value Measurements at March 31, 2023
Quoted Prices in
39 unchanged sentences
Total liabilities measured at fair value $ — $ 85,160 $ 85,160
−Removed: (1) Accounts payable is generally stated at historical amounts with the exception of $ 14.2 million and $ 12.6 million at September 30, 2022 and December 31, 2021, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices.
+Added: (1) Accounts payable is generally stated at historical amounts with the exception of $ 18.9 million and $ 31.9 million at March 31, 2023 and December 31, 2022, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices.
These payables are hybrid financial instruments for which the company has elected the fair value option.
−Removed: (2) As of September 30, 2022 and December 31, 2021, respectively, accrued and other liabilities includes $ 3.4 million and $ 3.3 million and other liabilities includes $ 6.8 million and $ 7.6 million of consideration related to potential earn-out payments recorded at fair value.
−Removed: As of September 30, 2022, the fair value of the company’s debt was approximately $ 711.0 million compared with a book value of $ 703.2 million.
+Added: (2) As of March 31, 2023 and December 31, 2022, respectively, accrued and other liabilities includes $ 4.6 million and $ 1.9 million and other liabilities includes $ 4.6 million and $ 6.6 million of consideration related to potential earn-out payments recorded at fair value.
+Added: As of March 31, 2023, the fair value of the company’s debt was approximately $ 736.7 million compared with a book value of $ 709.6 million.
At December 31, 2022, the fair value of the company’s debt was approximately $ 654.5 million compared with a book value of $ 634.8 million.
The company estimated the fair value of its outstanding debt using Level 2 inputs.
−Removed: The company believes the fair values of its marketable securities approximated book value, which was $ 25.0 million and $ 124.9 million at September 30, 2022 and December 31, 2021, respectively.
−Removed: The company believes the fair values of its accounts receivable approximated book value, which was $ 118.4 million and $ 120.0 million at September 30, 2022 and December 31, 2021, respectively.
−Removed: Although the company currently does not have any recurring Level 3 financial measurements, the fair values of tangible and intangible assets and goodwill acquired represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued.
+Added: The company believes the fair value of its accounts receivable approximated book value, which was $ 106.5 million and $ 108.6 million at March 31, 2023 and December 31, 2022, respectively.
+Added: Although the company currently does not have any recurring Level 3 financial measurements, the fair values of tangible assets and goodwill acquired represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued.
SEGMENT INFORMATION
The company reports the financial and operating performance for the following three operating segments:
−Removed: (1) ethanol production, which includes the production of ethanol, 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, and (3) partnership, which includes fuel storage and transportation services.
+Added: (1) ethanol production, which includes the production of ethanol, distillers grains, Ultra-High Protein and renewable 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, Ultra-High Protein, renewable corn oil, natural gas and other commodities, and (3) partnership, which includes fuel storage and transportation services.
Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees and overhead costs not directly related to a specific operating segment.
During the normal course of business, the operating segments conduct business with each other.
−Removed: For example, the agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains, Ultra-High Protein and corn oil for the ethanol production segment.
+Added: For example, the agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains, Ultra-High Protein and renewable corn oil for the ethanol production segment.
The partnership segment provides fuel storage and transportation services for the ethanol production segment.
4 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Ethanol production
14 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Cost of goods sold
4 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
−Removed: Gross margin:
Ethanol production $ ( 21,453 ) $ ( 24,007 )
4 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Operating income (loss)
6 unchanged sentences
$ ( 56,540 ) $ ( 47,902 )
−Removed: $ ( 61,880 ) $ ( 44,675 ) $ ( 75,941 ) $ 17,705
−Removed: (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.
−Removed: (2) Corporate activities for the three and nine months ended September 30, 2021 include a $ 1.8 million loss on sale of assets and a $ 31.2 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 $ 13.2 million for the three months ended March 31, 2022.
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Depreciation and amortization
5 unchanged sentences
The following table sets forth total assets by operating segment (in thousands):
−Removed: September 30,
2023 December 31,
8 unchanged sentences
Inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories.
−Removed: As of September 30, 2022, the company recorded a $ 11.2 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment.
−Removed: There was no lower of cost or net realizable value inventory adjustment as of December 31, 2021.
+Added: There was a $ 12.3 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment as of December 31, 2022.
The components of inventories are as follows (in thousands):
−Removed: September 30,
2023 December 31,
6 unchanged sentences
DERIVATIVE FINANCIAL INSTRUMENTS
−Removed: At September 30, 2022, the company’s consolidated balance sheet reflected unrealized losses of $ 10.8 million, net of tax, in accumulated other comprehensive loss.
+Added: At March 31, 2023, the company’s consolidated balance sheet reflected unrealized losses of $ 37.7 million, net of tax, in accumulated other comprehensive loss.
The company expects these items will be reclassified as operating income (loss) over the next 12 months as a result of hedged transactions that are forecasted to occur.
4 unchanged sentences
Fair Value Liability Derivatives'
−Removed: September 30,
2023 December 31,
−Removed: 2021 September 30,
+Added: 2022 March 31,
2023 December 31,
Derivative financial instruments - forwards $ 12,135
−Removed: $ 26,738 $ 24,337 (2)
Other assets — 1 — —
1 unchanged sentence
Total $ 12,135 $ 16,421 $ 47,453 $ 44,686
−Removed: (1) At September 30, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange traded futures and options contracts of $ 7.2 million, which included $ 1.2 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $ 7.1 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.
−Removed: (2) At September 30, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange traded futures and options contracts of $ 1.5 million, representing economic hedges.
−Removed: (3) At December 31, 2021, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange traded futures and options contracts of $ 17.1 million, which include $ 1.3 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $ 0.5 million of unrealized losses on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.
+Added: (1) At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $ 3.4 million, which included $ 9.0 million of unrealized gains on derivative financial instruments designated as
+Added: fair value hedging instruments, offset by $ 2.0 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, and the balance representing economic hedges.
+Added: (2) At March 31, 2023, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 17.7 million, which included $ 10.0 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $ 0.5 million of net unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.
+Added: (3) At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 3.3 million, which included $ 0.6 million of net unrealized losses on derivative financial instruments designated as fair value hedging instruments and the balance representing economic hedges.
Refer to Note 3 - Fair Value Disclosures , which contains fair value information related to derivative financial instruments.
4 unchanged sentences
Comprehensive Income into Income Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Revenues $ — $ ( 628 )
4 unchanged sentences
Derivatives Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Commodity contracts $ ( 16,811 ) $ 7,307
2 unchanged sentences
Derivatives, including exchange-traded contracts and forward commodity purchase or sale contracts, and inventories of certain agricultural products, which include amounts acquired under deferred pricing contracts, are stated at fair value.
−Removed: Inventories are not considered a derivative, rather they are carried at the lower of cost or net realizable value.
−Removed: As such, changes in the fair value of inventories are not included in the table below.
+Added: Fair value estimates are based on exchange-quoted prices, adjusted as appropriate for regional location basis value, which represent differences in local markets including transportation as well as quality or grade differences.
Amount of Gain (Loss)
3 unchanged sentences
on Derivatives Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Exchange-traded futures and options Revenues $ ( 7,876 ) $ ( 2,745 )
Forwards Revenues 659 ( 2,613 )
−Removed: Exchange trade futures and options Costs of goods sold ( 13,455 ) 6,618 ( 53,663 ) 13,659
−Removed: Forwards Costs of goods sold 16,231 ( 14,212 ) ( 2,066 ) ( 9,699 )
−Removed: Net loss recognized in loss before income taxes $ ( 697 ) $ ( 5,956 ) $ ( 54,966 ) $ ( 46,297 )
+Added: Exchange-traded futures and options Cost of goods sold 8,366 ( 67,563 )
+Added: Forwards Cost of goods sold 426 19,161
+Added: Net gain (loss) recognized in loss before income taxes $ 1,575 $ ( 53,760 )
The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands):
−Removed: September 30, 2022 December 31, 2021
+Added: March 31, 2023 December 31, 2022
Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets
1 unchanged sentence
Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations:
−Removed: Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended September 30,
−Removed: Revenue Cost of
−Removed: Goods Sold Revenue Cost of
−Removed: Gain (loss) on cash flow hedging relationships:
−Removed: Commodity contracts:
−Removed: Amount of gain (loss) on exchange traded futures reclassified from accumulated other comprehensive income into income $ 6,958 $ ( 4,760 ) $ ( 691 ) $ 947
−Removed: Gain (loss) on fair value hedging relationships:
−Removed: Commodity contracts:
−Removed: Fair-value hedged inventories — 1,656 — 10,359
−Removed: Exchange traded futures designated as hedging instruments — ( 4,262 ) — ( 10,726 )
−Removed: Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded $ 6,958 $ ( 7,366 ) $ ( 691 ) $ 580
−Removed: Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Nine Months Ended September 30,
+Added: Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended March 31,
Revenue Cost of
8 unchanged sentences
Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded $ — $ ( 915 ) $ ( 628 ) $ 4,436
−Removed: There were no gains or losses from discontinuing cash flow or fair value hedge treatment during the three and nine months ended September 30, 2022 and 2021.
−Removed: The notional volume of open commodity derivative positions as of September 30, 2022, are as follows (in thousands):
+Added: The notional volume of open commodity derivative positions as of March 31, 2023 are as follows (in thousands):
Exchange-Traded (1)
5 unchanged sentences
Futures ( 3,545 ) (4)
−Removed: Futures ( 1,290 ) (4)
Futures ( 43,428 ) Gallons Ethanol
−Removed: Futures ( 44,100 ) (3)
−Removed: Gallons Ethanol
Futures ( 16,720 ) MmBTU Natural Gas
3 unchanged sentences
MmBTU Natural Gas
+Added: Futures 1,680 (3)
+Added: Gallons Natural Gasoline
+Added: Options 9 Tons Soybean Meal
Options 934 Pounds Soybean Oil
Options ( 1,407 ) MmBTU Natural Gas
+Added: Options ( 6,107 ) Bushels Corn
Forwards 35,135 ( 98 ) Bushels Corn
1 unchanged sentence
Forwards 91 ( 313 ) Tons Distillers Grains
−Removed: Forwards — ( 57,205 ) Pounds Corn Oil
+Added: Forwards 1,152 ( 40,466 ) Pounds Renewable Corn Oil
Forwards 16,800 ( 2,968 ) MmBTU Natural Gas
4 unchanged sentences
(4) Notional volume of exchange-traded futures used for fair value hedges.
+Added: Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations.
+Added: Included in revenues are net gains of $ 3.8 million and $ 0.8 million for the three months ended March 31, 2023 and 2022, respectively, on energy trading contracts.
The components of long-term debt are as follows (in thousands):
−Removed: September 30,
2023 December 31,
1 unchanged sentence
$ 230,000 $ 230,000
−Removed: 4.00 % convertible notes due 2024 (2)
−Removed: 4.125 % convertible notes due 2022 (3)
Green Plains SPE LLC
2 unchanged sentences
Green Plains Wood River and Green Plains Shenandoah
−Removed: $ 75.0 million delayed draw loan agreement (5)
+Added: $ 75.0 million loan agreement (3)
74,250 74,625
7 unchanged sentences
Total long-term debt $ 495,114 $ 495,243
−Removed: (1) Includes $ 5.6 million and $ 6.5 million of unamortized debt issuance costs as of September 30, 2022 and December 31, 2021, respectively.
−Removed: (2) The 2024 notes were converted into shares of common stock of the company and were retired effective July 8, 2022.
−Removed: Includes $ 1.2 million of unamortized debt issuance costs as of December 31, 2021.
−Removed: (3) The 2022 notes were converted into shares of common stock of the company and settled in cash, and were retired upon maturity, effective September 1, 2022.
−Removed: Includes $ 0.1 million of unamortized debt issuance costs as of December 31, 2021.
−Removed: (4) Includes $ 0.7 million and $ 0.9 million of unamortized debt issuance costs as of September 30, 2022 and December 31, 2021, respectively.
−Removed: (5) Includes $ 0.3 million of unamortized debt issuance costs as of both September 30, 2022 and December 31, 2021, respectively.
−Removed: (6) Includes $ 0.5 million of unamortized debt issuance costs as of both September 30, 2022 and December 31, 2021, respectively.
−Removed: (7) On February 11, 2022, the term loan was modified to allow Green Plains Partners and its affiliates to repurchase outstanding notes.
−Removed: 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.
+Added: (1) Includes $ 4.9 million and $ 5.2 million of unamortized debt issuance costs as of March 31, 2023 and December 31, 2022, respectively.
+Added: (2) Includes $ 0.6 million and $ 0.7 million of unamortized debt issuance costs as of March 31, 2023 and December 31, 2022, respectively.
+Added: (3) Includes $ 0.3 million of unamortized debt issuance costs as of both March 31, 2023 and December 31, 2022.
+Added: (4) Includes $ 0.4 million of unamortized debt issuance costs as of both March 31, 2023 and December 31, 2022.
The components of short-term notes payable and other borrowings are as follows (in thousands):
−Removed: September 30,
2023 December 31,
5 unchanged sentences
21,670 22,678
−Removed: Green Plains Trade:
−Removed: $ 300.0 million revolver
−Removed: Green Plains Grain:
−Removed: $ 100.0 million revolver
$ 212,670 $ 137,678
3 unchanged sentences
The 2.25 % notes are senior, unsecured obligations of the company.
−Removed: The 2.25 % notes are convertible, at the option of the holders, into consideration consisting of, at the
−Removed: company’s election, cash, shares of the company’s common stock, or a combination of cash and stock (and cash in lieu of fractional shares).
+Added: The 2.25 % notes are convertible, at the option of the holders, into consideration consisting of, at the company’s election, cash, shares of the company’s common stock, or a combination of cash and stock (and cash in lieu of fractional shares).
However, before September 15, 2026, the 2.25 % notes will not be convertible unless certain conditions are satisfied.
3 unchanged sentences
the issuance of additional rights, options and warrants;
−Removed: the event of a cash dividend or distribution;
or a tender or exchange offering.
1 unchanged sentence
On and after March 15, 2024, and prior to the maturity date, the company may redeem, for cash, all, but not less than all, of the 2.25 % notes if the last reported sale price of the company’s common stock equals or exceeds 140 % of the applicable conversion price on (i) at least 20 trading days during a 30 consecutive trading day period ending on the trading day immediately prior to the date the company delivers notice of the redemption;
−Removed: and (ii) the trading day immediately before the date of the redemption notice.
+Added: and (ii) the trading day immediately
+Added: before the date of the redemption notice.
The redemption price will equal 100 % of the principal amount of the 2.25 % notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.
3 unchanged sentences
The 4.00 % notes were convertible, at the option of the holders, into consideration consisting of, at the company’s election, cash, shares of the company’s common stock, or a combination of cash and shares of the company’s common stock until the close of business on the scheduled trading day immediately preceding the maturity date.
−Removed: The initial conversion rate was 64.1540 shares of common stock per $1,000 of principal, which is equal to a conversion price of approximately $ 15.59 per share.
−Removed: The company increased the final conversion rate to 66.4178 in connection with the company’s calling the 4.00 % notes for redemption on May 25, 2022.
+Added: The initial conversion rate was 64.1540 shares of common stock per $1,000 of principal, which was equal to a conversion price of approximately $ 15.59 per share.
During May 2021, the company entered into a privately negotiated agreement with certain noteholders of the company's 4.00 % notes.
−Removed: Under this agreement, 3,568,705 shares of the company’s common stock were exchanged for $ 51.0 million in aggregate principal amount of the 4.00 % notes.
−Removed: Common stock held as treasury shares were exchanged for the 4.00 % notes.
−Removed: Pursuant to the guidance within ASC 470, Debt , the company recorded a loss of $ 9.5 million which was recorded as a charge to interest expense in the consolidated financial statements during the three months ended June 30, 2021, of which $ 1.2 million related to unamortized debt issuance costs.
+Added: Under this agreement, 3.6 million shares of the company's common stock were exchanged for $ 51.0 million in aggregate principal amount of the 4.00 % notes.
On May 25, 2022, the company gave notice calling for the redemption of its outstanding 4.00 % 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.
+Added: The final conversion rate was 66.4178 shares of common stock per $1,000 of principal.
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.
5 unchanged sentences
The notes were convertible at the Holder’s option.
−Removed: 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.
−Removed: The conversion rate was 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.
+Added: The initial conversion rate was 35.7143 shares of common stock per $1,000 of principal, which was equal to a conversion price of approximately $ 28.00 per share.
In March 2021, concurrent with the issuance of the 2.25 % notes, the company 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, in privately negotiated transactions.
−Removed: Pursuant to the guidance within ASC 470, Debt , the company recorded a loss
−Removed: upon extinguishment of $ 22.1 million.
−Removed: This charge included $ 1.2 million of unamortized debt issuance costs related to the principal balance extinguished.
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.
−Removed: 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: 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 year ended December 31, 2022.
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 the company's common stock.
1 unchanged sentence
The 4.125 % notes were fully retired effective September 1, 2022.
+Added: Ethanol Production Segment
+Added: 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 (the “Junior Notes”) with BlackRock, a holder of a portion of the company’s common stock.
+Added: The Junior Notes will mature on February 9, 2026 and are secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon.
+Added: The proceeds of the Junior Notes were used to construct high protein processing systems at the Green Plains Obion and Green Plains Mount Vernon facilities.
+Added: The Junior Notes accrue interest at an annual rate of 11.75 %.
+Added: However, subject to the satisfaction of certain conditions, the Green Plains SPE LLC may elect to pay an amount in cash equal to interest accruing at a rate of 6.00 % per annum plus an amount equal to interest accruing at a rate of 6.75 % per annum to be paid in kind.
+Added: The entire outstanding principal balance, plus any accrued and unpaid interest is due upon maturity.
+Added: Green Plains SPE LLC is required to comply with certain financial covenants regarding minimum liquidity at Green Plains and a maximum aggregate loan to value.
+Added: The Junior Notes can be retired or refinanced after 42 months with no prepayment premium.
+Added: The Junior Notes have an unsecured
+Added: parent guarantee from the company and have certain limitations on distributions, dividends or loans to the company unless there will not exist any event of default.
+Added: At March 31, 2023, the interest rate on the Junior Notes was 11.75 %.
+Added: On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a loan agreement with MetLife Real Estate Lending LLC.
+Added: The $ 75.0 million loan matures on September 1, 2035 and is secured by substantially all of the assets of the Wood River and Shenandoah facilities.
+Added: The proceeds from the loan were used to add MSC TM technology at the Wood River and Shenandoah facilities as well as other capital expenditures.
+Added: The loan bears interest at a fixed rate of 5.02 %, plus an interest rate premium of 1.5 % until the loan is fully drawn.
+Added: The remaining availability was drawn in the first quarter of 2022.
+Added: Beginning in the second quarter of 2022, the interest rate premium may be adjusted quarterly from 0.00 % to 1.50 % based on the leverage ratio of total funded debt to EBITDA of Wood River and Shenandoah.
+Added: Principal payments of $ 1.5 million per year began 24 months from the closing date.
+Added: Prepayments are prohibited until September 2024.
+Added: Financial covenants of the loan agreement include a minimum loan to value ratio of 50 %, a minimum fixed charge coverage ratio of 1.25 x, a total debt service reserve of six months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than $ 0.10 per gallon of nameplate capacity or $ 95.8 million.
+Added: The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Wood River and Shenandoah unless immediately after giving effect to such action, there will not exist any event of default.
+Added: At March 31, 2023, the interest rate on the loan was 6.52 %.
+Added: The company also has small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.
Agribusiness and Energy Services Segment
6 unchanged sentences
The unused portion of the Facility is also subject to a commitment fee of 0.275 % to 0.375 %, dependent on undrawn availability.
−Removed: Additionally, the applicable margin and commitment fee are subject to certain increases or decreases of up to 0.10 % and 0.025 %, respectively, tied to the company’s achievement of certain sustainability criteria, including the reduction of greenhouse gas emissions, recordable incident rate reduction, increased corn oil production and the implementation of technology to produce sustainable ingredients.
+Added: Additionally, the applicable margin and commitment fee are subject to certain increases or decreases of up to 0.10 % and 0.025 %, respectively, tied to the company’s achievement of certain sustainability criteria, including the reduction of GHG emissions, recordable incident rate reduction, increased renewable corn oil production and the implementation of technology to produce sustainable ingredients.
The Facility contains customary affirmative and negative covenants, as well as the following financial covenants to be calculated as of the last day of any month:
4 unchanged sentences
The Facility is secured by the working capital assets of the Borrowers and is guaranteed by the company.
−Removed: 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.
+Added: At March 31, 2023, the interest rate on the Facility was 7.64 %.
+Added: Green Plains Commodity Management has an uncommitted $ 40.0 million revolving credit facility to finance margins related to its hedging programs.
+Added: During the three months ended March 31, 2023, this revolving credit facility was extended five years to mature on April 30, 2028.
Advances are subject to variable interest rates equal to SOFR plus 1.75 %.
−Removed: The company had $ 11.1 million short-term notes payable related to this credit facility as of September 30, 2022.
+Added: At March 31, 2023, the interest rate on the facility was 6.57 %.
Green Plains Grain has a 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.
+Added: The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset
+Added: fluctuations in market prices of the inventory.
This agreement is subject to negotiated variable interest rates.
−Removed: The company had no outstanding short-term notes payable related to the inventory financing agreement as of September 30, 2022.
−Removed: Ethanol Production Segment
−Removed: 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 (the “Junior Notes”) with BlackRock, a holder of a portion of the company’s common stock, for the purchase of all notes issued.
−Removed: The Junior Notes will mature on February 9, 2026 and are secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon.
−Removed: The proceeds of the Junior Notes are being used to construct MSC TM protein technology at the Green Plains Obion and Green Plains Mount Vernon facilities.
−Removed: The Junior Notes accrue interest at an annual rate of 11.75 %.
−Removed: However, subject to the satisfaction of certain conditions, the Green Plains SPE LLC may elect to pay an amount in cash equal to interest accruing at a rate of 6.00 % per annum plus an amount equal to interest accruing at a rate of 6.75 % per annum to be paid in kind.
−Removed: The entire outstanding principal balance, plus any accrued and unpaid interest is due upon maturity.
−Removed: Green Plains SPE LLC is required to comply with certain financial covenants regarding minimum liquidity at Green Plains and a maximum aggregate loan to value.
−Removed: The Junior Notes can be retired or refinanced after 42 months with no prepayment premium.
−Removed: The Junior Notes have an unsecured parent guarantee from the company and have certain limitations on distributions, dividends or loans to the company unless there will not exist any event of default.
−Removed: Funds associated with the Junior Notes are administered by a trustee and a portion are included in the balance of restricted cash as of September 30, 2022.
−Removed: On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a delayed draw loan agreement with MetLife Real Estate Lending LLC.
−Removed: The $ 75.0 million delayed draw loan matures on September 1, 2035 and is secured by substantially all of the assets of the Wood River and Shenandoah facilities.
−Removed: The proceeds from the loan were used to add MSC TM protein technology at the Wood River and Shenandoah facilities as well as other capital expenditures.
−Removed: The delayed draw loan bears interest at a fixed rate of 5.02 %, plus an interest rate premium of 1.5 % until the loan is fully drawn.
−Removed: The remaining availability was drawn in the first quarter of 2022.
−Removed: Beginning in the second quarter of 2022, the interest rate premium may be adjusted quarterly from 0.00 % to 1.50 % based on the leverage ratio of total funded debt to EBITDA of Wood River and Shenandoah.
−Removed: Principal payments of $ 1.5 million per year begin 24 months from the closing date.
−Removed: Prepayments are prohibited until September 2024.
−Removed: Financial covenants of the delayed draw loan agreement include a minimum loan to value ratio of 50 %, a minimum fixed charge coverage ratio of 1.25 x commencing on June 30, 2021, a total debt service reserve of six months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than $ 0.10 per gallon of nameplate capacity or $ 95.8 million.
−Removed: The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Wood River and Shenandoah unless immediately after giving effect to such action, there will not exist any event of default.
−Removed: The company also has small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.
+Added: The company had no outstanding short-term notes payable related to the inventory financing agreement as of March 31, 2023.
Partnership Segment
Green Plains Partners has a term loan to fund working capital, capital expenditures and other general partnership purposes.
−Removed: On July 20, 2021, the prior credit facility was amended to $ 60.0 million, extending the maturity to July 20, 2026, and converting the credit facility to a term loan.
−Removed: Under the terms of the amended agreement, BlackRock purchased the outstanding balance of the prior credit facility from the previous lenders.
−Removed: Interest on the amended term loan is based on 3-month LIBOR plus 8.00 %, with a 0 % LIBOR floor.
−Removed: Interest is payable on the 15th day of each March, June, September and December during the term with the first interest payment being September 15, 2021.
−Removed: The amended term loan does not require any principal payments;
+Added: The term loan has a maturity date of July 20, 2026.
+Added: Interest on the term loan is based on 3-month LIBOR plus 8.00 %, with a 0 % LIBOR floor and is payable on the 15th day of each March, June, September and December during the term.
+Added: The 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.
−Removed: On February 11, 2022, the amended term loan was modified to allow Green Plains Partners and its affiliates to repurchase outstanding notes.
−Removed: 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.
+Added: On February 11, 2022, the term loan was modified to allow Green Plains Partners and its affiliates to repurchase outstanding notes.
+Added: On the same day, the partnership purchased $ 1.0 million of the outstanding notes from the lenders and subsequently retired the notes.
The partnership’s obligations under the term loan are secured by a first priority lien on (i) the equity interests of the partnership’s present and future subsidiaries, (ii) all of the partnership’s present and future personal property, such as investment property, general intangibles and contract rights, including rights under any agreements with Green Plains Trade, (iii) all proceeds and products of the equity interests of the partnership’s present and future subsidiaries and its personal property and (iv) substantially all of the partnership’s real property and material leases of real property.
The terms impose affirmative and negative covenants, including restrictions on the partnership’s ability to incur additional debt, acquire and sell assets, create liens, invest capital, pay distributions and materially amend the partnership’s commercial agreements with Green Plains Trade.
−Removed: The term loan also requires the partnership to maintain a maximum consolidated leverage ratio and a minimum consolidated debt service coverage ratio, each of which is calculated on a pro forma basis with respect to acquisitions and divestitures occurring during the applicable period.
−Removed: The maximum consolidated leverage ratio required, as of the end of any fiscal quarter, is no more than 2.50 x.
−Removed: The minimum debt service coverage ratio required, as of the end of any fiscal quarter, is no less than 1.10 x.
+Added: The term loan also requires the partnership to maintain a maximum consolidated leverage ratio and a minimum consolidated debt service coverage ratio as of the end of any fiscal quarter, each of which is calculated on a pro forma basis with respect to acquisitions and divestitures occurring during the applicable period.
+Added: The maximum consolidated leverage ratio is required to be no more than 2.50 x.
+Added: The minimum debt service coverage ratio is required to be no less than 1.10 x.
The consolidated leverage ratio is calculated by dividing total funded indebtedness by the sum of the four preceding fiscal quarters’ consolidated EBITDA.
−Removed: The consolidated debt service
−Removed: coverage ratio is calculated by taking the sum of the four preceding fiscal quarters’ consolidated EBITDA minus income taxes and consolidated capital expenditures for such period divided by the sum of the four preceding fiscal quarters’ consolidated interest charges plus consolidated scheduled funded debt payments for such period.
−Removed: Under the amended terms of the loan, the partnership has no restrictions on the amount of quarterly distribution payments, so long as (i) no default has occurred and is continuing, or would result from payment of the distribution, and (ii) the partnership and its subsidiaries are in compliance with its financial covenants and remain in compliance after payment of the distribution.
+Added: The consolidated debt service coverage ratio is calculated by taking the sum of the four preceding fiscal quarters’ consolidated EBITDA minus income taxes and consolidated capital expenditures for such period divided by the sum of the four preceding fiscal quarters’ consolidated interest charges plus consolidated scheduled funded debt payments for such period.
+Added: Under the terms of the loan, the partnership has no restrictions on the amount of quarterly distribution payments, so long as (i) no default has occurred and is continuing, or would result from payment of the distribution, and (ii) the partnership and its subsidiaries are in compliance with its financial covenants and remain in compliance after payment of the distribution.
The term loan is not guaranteed by the company.
+Added: At March 31, 2023, the interest rate on the term loan was 13.14 %.
Covenant Compliance
−Removed: The company was in compliance with its debt covenants as of September 30, 2022.
+Added: The company was in compliance with its debt covenants as of March 31, 2023.
Restricted Net Assets
−Removed: At September 30, 2022, there were approximately $ 115.4 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.
+Added: At March 31, 2023, there were approximately $ 118.7 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.
STOCK-BASED COMPENSATION
The company has an equity incentive plan which reserved a total of 5.7 million shares of common stock for issuance pursuant to the plan, of which 1.4 million shares remain outstanding and available.
−Removed: The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, restricted and deferred stock unit awards and performance share awards to eligible employees, non-employee directors and consultants.
+Added: The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants.
The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures.
1 unchanged sentence
Restricted Stock Awards and Deferred Stock Units
−Removed: The non-vested stock award and deferred stock unit activity for the nine months ended September 30, 2022, is as follows:
+Added: The restricted non-vested stock awards and deferred stock units activity for the three months ended March 31, 2023 is as follows:
Deferred Stock
6 unchanged sentences
Vested ( 393,276 ) 11.45
−Removed: Non-Vested at September 30, 2022 800,405 $ 19.83 2.0
−Removed: Performance Shares
−Removed: On March 14, 2022, February 18, 2021 and March 18, 2020, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan.
−Removed: These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from various metrics including but not limited to the company’s high-protein initiatives, annual production levels and return on investment (ROI).
+Added: Non-Vested at March 31, 2023 661,384 $ 30.50 2.4
+Added: Performance Share Awards
+Added: On March 9, 2023, March 14, 2022 and February 18, 2021, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan.
+Added: These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from the company’s high-protein initiatives, annual production levels and return on investment (ROI).
+Added: Performance shares granted in 2023, 2022 and 2021 do not contain market based factors requiring a Monte Carlo valuation model.
The performance shares were granted at a target of 100 %, but each performance share can be reduced or increased depending on results for the performance period.
If the company achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2023, 2022, and 2021 awards are 969,718 performance shares which represents approximately 222 % of the 437,390 performance shares which remain outstanding.
−Removed: The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of each performance period.
−Removed: On February 19, 2019, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan.
−Removed: The performance shares were granted at a target of 100 %, but each performance share was reduced or increased depending on results for the performance period for the company’s average return on net assets, and the company’s total shareholder return relative to that of the company’s performance peer group.
−Removed: On February 19, 2022, based on the criteria discussed above, the 149,933 2019 performance shares vested at 75 %, which resulted in the issuance of 112,450 shares of common stock.
−Removed: The non-vested performance share award activity for the nine months ended September 30, 2022, is as follows:
+Added: The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of the performance period.
+Added: On March 18, 2020, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan.
+Added: The performance shares were granted at a target of 100 %, but each performance share was reduced or increased depending on results for the performance period for the company’s total shareholder return relative to that of the company’s performance peer group.
+Added: On March 17, 2023, based on the criteria discussed above, the 196,382 2020 performance shares vested at approximately 123 %, which resulted in the issuance of 241,589 shares of common stock.
+Added: The non-vested performance share award activity for the three months ended March 31, 2023 is as follows:
Shares Weighted-
3 unchanged sentences
Granted 155,087 34.66
+Added: Forfeited ( 2,750 ) 29.47
Vested ( 197,758 ) 4.14
−Removed: Non-Vested at September 30, 2022 482,811 $ 18.22 2.1
+Added: Non-Vested at March 31, 2023 437,390 $ 30.33 2.4
Green Plains Partners
Green Plains Partners has a long-term incentive plan (LTIP) intended to promote the interests of the partnership, its general partner and affiliates by providing unit-based incentive compensation awards to employees, consultants and directors to encourage superior performance.
−Removed: The LTIP reserves 2,500,000 common limited partner units for issuance in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation rights, unit awards, profit interest units or other unit-based awards.
+Added: The LTIP reserves 2,500,000 common limited partner units for issuance in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation
+Added: rights, unit awards, profit interest units or other unit-based awards.
The partnership measures unit-based compensation related to equity awards in its consolidated financial statements over the requisite service period on a straight-line basis.
−Removed: The non-vested unit-based awards activity for the nine months ended September 30, 2022, is as follows:
−Removed: Non-Vested Units Weighted-
−Removed: Average Grant-
−Removed: Date Fair Value Weighted-Average
−Removed: Non-Vested at December 31, 2021 19,482 $ 12.32
−Removed: Granted 19,707 12.18
−Removed: Vested ( 19,482 ) 12.32
−Removed: Non-Vested at September 30, 2022 19,707 $ 12.18 0.8
+Added: There was no change in the number of non-vested unit-based awards for the three months ended March 31, 2023.
Stock-Based and Unit Based Compensation Expense
−Removed: Compensation costs for stock-based and unit-based payment plans were $ 2.4 million and $ 6.6 million for the three and nine months ended September 30, 2022, respectively, and $ 2.0 million and $ 4.0 million for the three and nine months ended September 30, 2021, respectively.
−Removed: At September 30, 2022, there was $ 15.6 million of unrecognized compensation costs from stock-based and unit-based compensation related to non-vested awards.
+Added: Compensation costs for stock-based and unit-based payment plans were $ 2.8 million and $ 1.9 million for the three months ended March 31, 2023 and 2022, respectively.
+Added: At March 31, 2023, there was $ 24.8 million of unrecognized compensation costs from stock-based and unit-based compensation related to non-vested awards.
This compensation is expected to be recognized over a weighted-average period of approximately 2.4 years.
2 unchanged sentences
Basic earnings per share, or EPS, is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.
−Removed: The company computed diluted EPS by dividing net income on an if-converted basis, adjusted to add back net interest expense related to the convertible debt instruments, by the weighted average number of common shares outstanding during
−Removed: the period, adjusted to include the shares that would be issued if the convertible debt instruments were converted to common shares and the effect of any outstanding dilutive securities.
+Added: The company computes diluted EPS by dividing net income on an if-converted basis, adjusted to add back net interest expense related to the convertible debt instruments, by the weighted average number of common shares outstanding during the period, adjusted to include the shares that would be issued if the convertible debt instruments were converted to common shares and the effect of any outstanding dilutive securities.
The basic and diluted EPS are calculated as follows (in thousands):
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
EPS - basic and diluted
3 unchanged sentences
Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1)
−Removed: 8,660 14,055 8,571 12,458
(1) The effect related to the company’s convertible debt, warrants and certain stock-based compensation awards has been excluded from diluted EPS for the periods presented as the inclusion of these shares would have been antidilutive.
STOCKHOLDERS’ EQUITY
−Removed: Public Offerings of Common Stock
−Removed: On March 1, 2021, the company completed an offering of 8,751,500 shares of our common stock, par value $ 0.001 per share, in a public offering at a price of $ 23.00 per share (the “March Common Stock Offering”).
−Removed: The March Common Stock Offering resulted in net proceeds of $ 191.1 million, after deducting underwriting discounts and commissions and the company’s offering expenses.
−Removed: On August 9, 2021, the company completed an offering of 5,462,500 shares of our common stock, par value $ 0.001 per share, in a public offering at a price of $ 32.00 per share (the “August Common Stock Offering”).
−Removed: The August Common Stock Offering resulted in net proceeds of $ 164.9 million, after deducting underwriting discounts and commissions and the company’s offering expenses.
−Removed: During the three months ended March 31, 2021, in connection with certain agreements, the company issued warrants to purchase shares of its common stock.
−Removed: The company measures the fair value of the warrants using the Black-Scholes option pricing model as of the issuance date.
−Removed: Exercisable warrants are equity based and recorded as a reduction in additional paid-in capital.
−Removed: The company has reserved 2,550,000 shares of common stock for the exercise of warrants to non-employees, of which 2,275,000 are exercisable, and are treated as equity based awards and recorded as a reduction in additional paid-in capital.
−Removed: The remaining 275,000 warrants, of which 83,333 are exercisable as a result of achieving certain earn-out provisions and 191,667 are contingent upon certain earn-out provisions, are treated as liability based awards, and valued quarterly using the company’s stock price.
−Removed: These warrants could potentially dilute basic earnings per share in future periods.
−Removed: The exercise price of the warrants is $ 22.00 and expiration dates are December 8, 2025 for 275,000 warrants, February 9, 2026 for 275,000 warrants and April 28, 2026 for 2,000,000 warrants.
Convertible Note Exchange
−Removed: On May 18, 2021, the company completed a privately negotiated exchange agreement with certain noteholders of the company’s 4.00 % notes, pursuant to which the noteholders agreed to exchange $ 51.0 million in aggregate principal for 3,568,705 shares of the company’s common stock at an implied price of $ 26.80 .
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.
3 unchanged sentences
Additionally, on September 1, 2022, approximately $ 1.7 million aggregate principal amount was settled through a combination of $ 1.7 million in cash and approximately 15 thousand shares of the company's common stock.
−Removed: Components of stockholders’ equity for the three and nine months ended September 30, 2022 and 2021 are as follows (in thousands):
+Added: Components of stockholders’ equity for the three months ended March 31, 2023 and 2022 are as follows (in thousands):
Common Stock Additional
−Removed: Capital Retained
−Removed: (Deficit) Accum.
−Removed: (Loss) Treasury Stock Total
+Added: Capital Retained Deficit Accumulated Other
+Added: Comprehensive Loss Treasury Stock Total
Stockholders'
3 unchanged sentences
Balance, December 31, 2022 62,101 $ 62 $ 1,110,151 $ ( 142,417 ) $ ( 26,591 ) 2,805 $ ( 31,174 ) $ 910,031 $ 151,035 $ 1,061,066
−Removed: Net income (loss) — — — ( 61,474 ) — — — ( 61,474 ) 5,602 ( 55,872 )
−Removed: Distributions declared — — — — — — — — ( 5,122 ) ( 5,122 )
−Removed: Other comprehensive income (loss) before reclassification — — — — 5,386 — — 5,386 — 5,386
−Removed: Amounts reclassified from accumulated other comprehensive income (loss) — — — — ( 1,965 ) — — ( 1,965 ) — ( 1,965 )
−Removed: Other comprehensive income (loss), net of tax — — — — 3,421 — — 3,421 — 3,421
−Removed: Investment in subsidiary — — — — — — — — 24 24
+Added: Net loss — — — ( 70,324 ) — — — ( 70,324 ) 4,075 ( 66,249 )
+Added: Cash dividends and distributions declared — — — — — — — — ( 5,305 ) ( 5,305 )
+Added: Other comprehensive loss before reclassification — — — — ( 12,788 ) — — ( 12,788 ) — ( 12,788 )
+Added: Amounts reclassified from accumulated other comprehensive loss — — — — 1,701 — — 1,701 — 1,701
+Added: Other comprehensive loss, net of tax — — — — ( 11,087 ) — — ( 11,087 ) — ( 11,087 )
+Added: Investment in subsidiaries — — — — — — — — 185 185
Stock-based compensation 217 — ( 5,632 ) — — — — ( 5,632 ) 59 ( 5,573 )
Balance, March 31, 2022 62,318 $ 62 $ 1,104,519 $ ( 212,741 ) $ ( 37,678 ) 2,805 $ ( 31,174 ) $ 822,988 $ 150,049 $ 973,037
−Removed: Net income — — — 46,398 — — — 46,398 6,322 52,720
−Removed: Distributions declared — — — — — — — — ( 8,098 ) ( 8,098 )
−Removed: Other comprehensive income (loss) before reclassification — — — — ( 10,535 ) — — ( 10,535 ) — ( 10,535 )
−Removed: Amounts reclassified from accumulated other comprehensive income (loss) — — — — 2,515 — — 2,515 — 2,515
−Removed: Other comprehensive income (loss), net of tax — — — — ( 8,020 ) — — ( 8,020 ) — ( 8,020 )
−Removed: Investment in subsidiary — — — — — — — — 190 190
−Removed: Stock-based compensation 21 — 2,270 — — — — 2,270 60 2,330
−Removed: Balance, June 30, 2022 62,087 62 1,069,921 ( 30,275 ) ( 16,909 ) 8,244 ( 91,626 ) 931,173 150,556 1,081,729
−Removed: Net income (loss) — — — ( 73,526 ) — — — ( 73,526 ) 5,623 ( 67,903 )
−Removed: Distributions declared — — — — — — — — ( 5,247 ) ( 5,247 )
−Removed: Other comprehensive income (loss) before reclassification — — — — 7,740 — — 7,740 — 7,740
−Removed: Amounts reclassified from accumulated other comprehensive income (loss) — — — — ( 1,662 ) — — ( 1,662 ) — ( 1,662 )
−Removed: Other comprehensive income (loss), net of tax — — — — 6,078 — — 6,078 — 6,078
−Removed: Exchange of 4.125 % convertible notes due 2022
−Removed: — — 19,756 — — ( 1,188 ) 13,211 32,967 — 32,967
−Removed: Redemption of 4.00 % convertible notes due 2024
−Removed: — — 15,797 — — ( 4,251 ) 47,241 63,038 — 63,038
−Removed: Investment in subsidiary — — — — — — — — 199 199
−Removed: Stock-based compensation 1 — 2,312 — — — — 2,312 61 2,373
−Removed: Balance, September 30, 2022 62,088 $ 62 $ 1,107,786 $ ( 103,801 ) $ ( 10,831 ) 2,805 $ ( 31,174 ) $ 962,042 $ 151,192 $ 1,113,234
Common Stock Additional
−Removed: Capital Retained
−Removed: (Deficit) Accum.
−Removed: (Loss) Treasury Stock Total
+Added: Capital Retained Deficit Accumulated Other
+Added: Comprehensive Loss Treasury Stock Total
Stockholders'
2 unchanged sentences
Shares Amount Shares Amount
−Removed: Balance, January 1, 2021 47,471 $ 47 $ 691,393 $ 50,793 $ ( 2,172 ) 11,813 $ ( 131,287 ) $ 608,774 $ 129,812 $ 738,586
−Removed: Net income (loss) — — — ( 6,545 ) — — — ( 6,545 ) 4,566 ( 1,979 )
−Removed: Distributions declared — — — — — — — — ( 1,395 ) ( 1,395 )
−Removed: Other comprehensive income (loss) before reclassification — — — — ( 4,849 ) — — ( 4,849 ) — ( 4,849 )
−Removed: Amounts reclassified from accumulated other comprehensive income (loss) — — — — ( 1,377 ) — — ( 1,377 ) — ( 1,377 )
−Removed: Other comprehensive income (loss), net of tax — — — — ( 6,226 ) — — ( 6,226 ) — ( 6,226 )
−Removed: Investment in subsidiary — — — — — — — — 3,330 3,330
−Removed: Issuance of warrants — — 3,431 — — — — 3,431 ( 3,431 ) —
−Removed: Issuance of common stock for cash at $ 23.00 per share, net of fees
−Removed: 8,752 9 191,125 — — — — 191,134 — 191,134
+Added: Balance, December 31, 2021 61,840 $ 62 $ 1,069,573 $ ( 15,199 ) $ ( 12,310 ) 8,244 $ ( 91,626 ) $ 950,500 $ 151,519 $ 1,102,019
+Added: Net loss — — — ( 61,474 ) — — — ( 61,474 ) 5,602 ( 55,872 )
+Added: Cash dividends and distributions declared — — — — — — — — ( 5,122 ) ( 5,122 )
+Added: Other comprehensive income before reclassification — — — — 5,386 — — 5,386 — 5,386
+Added: Amounts reclassified from accumulated other comprehensive loss — — — — ( 1,965 ) — — ( 1,965 ) — ( 1,965 )
+Added: Other comprehensive income, net of tax — — — — 3,421 — — 3,421 — 3,421
+Added: Investment in subsidiaries — — — — — — — — 24 24
Stock-based compensation 226 — ( 1,922 ) — — — — ( 1,922 ) 59 ( 1,863 )
Balance, March 31, 2022 62,066 $ 62 $ 1,067,651 $ ( 76,673 ) $ ( 8,889 ) 8,244 $ ( 91,626 ) $ 890,525 $ 152,082 $ 1,042,607
−Removed: Net income (loss) — — — 9,743 — — — 9,743 6,374 16,117
−Removed: Distributions declared — — — — — — — — ( 1,395 ) ( 1,395 )
−Removed: Other comprehensive income (loss) before reclassification — — — — 5,131 — — 5,131 — 5,131
−Removed: Amounts reclassified from accumulated other comprehensive income (loss) — — — — 3,961 — — 3,961 — 3,961
−Removed: Other comprehensive income (loss), net of tax — — — — 9,092 — — 9,092 — 9,092
−Removed: Exchange of 4.00 % convertible notes due 2024
−Removed: — — 17,679 — — ( 3,569 ) 39,661 57,340 — 57,340
−Removed: Investment in subsidiary — — — — — — — — 3,139 3,139
−Removed: Stock-based compensation ( 20 ) 4 324 — — — — 328 80 408
−Removed: Balance, June 30, 2021 56,433 60 900,952 53,991 694 8,244 ( 91,626 ) 864,071 141,159 1,005,230
−Removed: Net income (loss) — — — ( 59,622 ) — — — ( 59,622 ) 5,211 ( 54,411 )
−Removed: Distributions declared — — — — — — — — ( 1,397 ) ( 1,397 )
−Removed: Other comprehensive income (loss) before reclassification — — — — 538 — — 538 — 538
−Removed: Amounts reclassified from accumulated other comprehensive income (loss) — — — — ( 194 ) — — ( 194 ) — ( 194 )
−Removed: Other comprehensive income (loss), net of tax — — — — 344 — — 344 — 344
−Removed: Investment in subsidiary — — — — — — — — 1,156 1,156
−Removed: Issuance of common stock for cash at $ 32.00 per share, net of fees
−Removed: 5,463 5 164,872 — — — — 164,877 — 164,877
−Removed: Stock-based compensation ( 57 ) — 1,759 — — — — 1,759 60 1,819
−Removed: Balance, September 30, 2021 61,839 $ 65 $ 1,067,583 $ ( 5,631 ) $ 1,038 8,244 $ ( 91,626 ) $ 971,429 $ 146,189 $ 1,117,618
−Removed: Amounts reclassified from accumulated other comprehensive income are as follows (in thousands):
+Added: Amounts reclassified from accumulated other comprehensive loss are as follows (in thousands):
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30, Statements of
+Added: March 31, Statements of
Classification
−Removed: 2022 2021 2022 2021
Gains (losses) on cash flow hedges
3 unchanged sentences
Income tax benefit (expense) 535 ( 701 ) (4)
−Removed: Amounts reclassified from accumulated other comprehensive income (loss) $ 1,662 $ 194 $ 1,112 $ ( 2,390 )
+Added: Amounts reclassified from accumulated other comprehensive loss $ ( 1,701 ) $ 1,965
(2) Costs of goods sold
4 unchanged sentences
Green Plains Partners is a limited partnership, which is treated as a flow-through entity for federal income tax purposes and is not subject to federal income taxes.
−Removed: As a result, the consolidated financial statements do not reflect income taxes on pre-tax income or loss attributable to the noncontrolling interest in the partnership.
+Added: As a result, the consolidated financial statements do not reflect such income taxes on pre-tax income or loss attributable to the noncontrolling interest in the partnership.
The Inflation Reduction Act (IRA), was signed into law on August 16, 2022.
5 unchanged sentences
however, the company does not have enough information to provide a reasonable estimate of future tax benefits at this time.
−Removed: The company 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.
−Removed: 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 related to gains (losses) on derivatives included in accumulated other comprehensive income.
+Added: The company recorded income tax expense of $ 3.4 million for the three months ended March 31, 2023, compared with income tax benefit of $ 1.2 million for the same period in 2022.
+Added: The increase in the amount of tax expense recorded for the three months ended March 31, 2023 is primarily due to an increase in the valuation allowance recorded against deferred tax assets related to gains (losses) on derivatives.
The effective tax rate can be affected by variances in the estimates and amounts of taxable income among the various states, entities and activity types, realization of tax credits, adjustments from resolution of tax matters under review, valuation allowances and the company’s assessment of its liability for uncertain tax positions.
3 unchanged sentences
The land and facility leases include renewal options.
−Removed: The renewal options are included in the lease term only for those sites or locations that are reasonably certain to be renewed.
+Added: The renewal options are included in the lease term only for those sites or locations in which they are reasonably certain to be renewed.
Equipment renewals are not considered reasonably certain to be exercised as they typically renew with significantly different underlying terms.
−Removed: The company may sublease certain of its railcars to third parties on a short-term basis.
−Removed: The subleases are classified as operating leases, with the associated sublease income being recognized on a straight-line basis over the lease term.
The components of lease expense are as follows (in thousands):
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Lease expense
Operating lease expense $ 6,746 $ 4,998
−Removed: Variable lease expense (1)
−Removed: 776 301 1,181 892
+Added: Variable lease expense (benefit) (1)
Total lease expense $ 6,615 $ 5,177
2 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Cash paid for amounts included in the measurement of lease liabilities
2 unchanged sentences
Operating leases 16,658 4,709
−Removed: Right-of-use assets and lease obligations derecognized due to lease modifications:
−Removed: Operating leases — 1,838 — 1,889
Supplemental balance sheet information related to operating leases is as follows:
−Removed: September 30,
2023 December 31,
3 unchanged sentences
Year Ending December 31, Amount
+Added: 2023 $ 20,195
Thereafter 11,980
4 unchanged sentences
Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are accounted for under ASC 842, Leases .
−Removed: Lease revenue associated with agreements with Green Plains Trade is eliminated upon consolidation.
+Added: Lease revenue associated with agreements with Green Plains Trade are eliminated upon consolidation.
The remaining lease revenue is not material to the company.
Commodities, Storage and Transportation
−Removed: As of September 30, 2022, the company had contracted future purchases of ethanol, 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.
−Removed: Government Assistance
−Removed: During the nine months ended September 30, 2022, the company received a relief grant from the USDA related to the Biofuel Producer Program authorized as part of the CARES Act to offset market losses as a result of the COVID-19 pandemic.
−Removed: The total cash grant received of $ 27.7 million was recorded as other income and the company has no further reporting or other obligations related to the receipt of this grant.
−Removed: The company is currently involved in litigation that has arisen during the ordinary course of business, but does not believe any pending litigation will have a material adverse effect on its financial position, results of operations or cash flows.
+Added: As of March 31, 2023, the company had contracted future purchases of grain, ethanol, distillers grains, natural gas, and renewable corn oil, valued at approximately $ 364.2 million and future commitments for storage and transportation, valued at approximately $ 24.8 million.
+Added: The company is currently involved in litigation that has arisen in the ordinary course of business, but does not believe any pending litigation will have a material adverse effect on its financial position, results of operations or cash flows.
+Added: SUBSEQUENT EVENTS
+Added: On May 3, 2023, the company submitted a proposal to the Board of Directors of Green Plains Holdings LLC, the general partner of Green Plains Partners LP, to acquire all of the publicly held common units of the partnership not already owned by the company in a stock-for-unit exchange.
+Added: The company expects the proposed transaction to simplify its corporate structure and governance, generate near-term earnings and cash flow accretion, reduce selling and general administrative expenses related to the partnership, improve the credit quality of the combined enterprise, and align strategic interests between the company's shareholders and the partnership's unitholders by regaining full ownership and control of the company's total platform, including terminal operations.
+Added: The proposed transaction is subject to the negotiation and execution of a definitive agreement and approval of such definitive agreement and transactions contemplated thereunder by the board of directors of the company, the board of directors of Green Plains Holdings LLC, and its conflicts committee.
+Added: There can be no assurance that any such approvals will be forthcoming, that a definitive agreement will be executed, that any conditions to the consummation of the proposed transaction will be satisfied, or that any transaction will be consummated.
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.